Exhibit 10(l)
GROUND LEASE
THIS GROUND LEASE AGREEMENT (this "LEASE") is made as of July 29,
1999, by Xxxxx X. Xxxxx and Xxxxx X. Black, Ohio residents ("LANDLORD"), and MPW
Industrial Services Group, Inc., an Ohio corporation ("TENANT").
W I T N E S S E T H
1. Leased Premises. Landlord, for $1.00 and other valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, and
in consideration of the rents and covenants herein provided, does hereby grant,
demise and lease to Tenant, the real property situated in the County of Licking,
State of Ohio, described in the attached Exhibit A (the "PREMISES").
2. Term. The initial term of this Lease is 99 years, commencing on
July 29, 1999 (the "COMMENCEMENT DATE"), unless earlier terminated pursuant to
the terms of this Lease.
3. Rent. Tenant shall pay a yearly ground rent of $1.00 to Landlord.
All such ground rental is due in advance, on the first day of January of each
and every year during the Term, at Landlord's address for notice contained in
Section 14, or at such other address of which Landlord notifies Tenant in
writing. Rent for partial Lease years will equal $1.00; Tenant shall pay the
rent for the partial Lease year in which this Lease is executed upon signing
this Lease.
4. Construction of New Improvements; Use of Premises.
(a) Landlord acknowledges that Tenant intends to construct an
office building (the "BUILDING"), containing approximately 24,000 square feet,
upon the Premises to serve as the Tenant's corporate headquarters. Tenant has
developed drawings, plans and specifications for the Building (the "PLANS") and
has provided those to Landlord.
(b) Tenant shall pay all costs to construct the Building on
the Premises and all expenses associated with site preparation in connection
with Tenant's use of the Premises. These costs include but are not limited to
engineering fees, survey costs and permit application fees, utility connectors,
driveway and minimum parking areas and landscaping. Tenant shall ensure that
such construction and site preparation complies with all federal, state and
local laws, orders, regulations, ordinances, building codes and zoning
requirements (collectively, "LAWS") applicable to the Premises and the Building.
Tenant shall implement the Plans in accordance with the Laws. Tenant may
construct as many improvements on the Premises as are reasonably desirable in
order to operate the Building in accordance with its intended uses.
(c) At its own cost, Tenant shall comply with all Laws
applicable to Tenant, the Premises and the Building during its use of the
Premises including the provisions of the Americans With Disabilities Act and any
similar federal or Ohio Laws.
(d) If Tenant constructs the Building so that any improvements
installed, constructed or placed by Tenant on the Premises become affixed to or
a part of the Premises, then such improvements will remain the property of
Tenant and may be removed by Tenant at any time in Tenant's discretion. If
Tenant removes any such property, Tenant must, at its expense, restore the
Premises to repair any damage caused by the removal. Any improvements installed,
constructed or placed by Tenant on the Premises that become affixed to or a part
of the Premises will, upon the termination of this Lease, become the property of
Landlord and may not be removed by Tenant.
5. Triple Net Lease.
(a) Landlord and Tenant intend that this Lease and Tenant's
use and occupancy of the Premises be "triple net" to Landlord. Accordingly,
Tenant shall:
(i) Pay all taxes, assessments, rates, duties and other
charges of every kind levied, charged, imposed or
assessed by or under any present or future law or
authority for, upon or against the Premises or any
part thereof, commencing with the taxes, assessments,
rates, duties and other charges assessed against the
Premises during the Term (excluding any taxes
assessed against Landlord for income or for its use
of the Premises);
(ii) Pay for and perform all maintenance of the Premises;
(iii) Arrange for and pay for all utilities serving the
Premises, including all charges for electricity, gas,
water, sewer, trash collection and any other utility
or service used or consumed on the Premises, accruing
with respect to Tenant's occupancy of the Premises
during Term; and
(iv) Pay the cost of insurance for the Premises in
accordance with Section 7.
(b) Landlord shall fully cooperate at Tenant's reasonable
expense in contesting any taxes or pursuing any rebates, subsidies or similar
items applicable to the Premises for which Tenant is responsible. But if in any
lease year taxes increase substantially over the amount owed in the preceding
lease year, Landlord and Tenant shall work together to contest the taxes and
shall apportion the expenses of contesting and the final amount of the taxes
between themselves in any manner agreeable to both. In addition, Tenant shall
pay for the reasonable cost of additions or alterations made by Landlord to the
Premises that are required in order to comply with applicable laws or codes, all
as amended from time to time after the Commencement Date. Landlord shall invoice
Tenant on a timely basis for taxes. Upon Landlord's delivery to Tenant of
invoices or other documentation reasonably evidencing such costs, Tenant shall
pay the amount of each such invoice within 30 days after receiving it.
6. Default by Tenant.
(a) Each of the following is an "EVENT OF DEFAULT" under this
Lease:
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(i) Tenant fails to pay any sum of money due under this
Lease within 30 days after Landlord notifies Tenant
in writing that such sum is due; and
(ii) Tenant fails to perform any of its other obligations
under this Agreement within 30 days after Landlord
notifies Tenant in writing of such failure (unless
the failure is of a type that is not reasonably
curable within a 30-day period, in which case
Tenant's failure will not be deemed an Event of
Default during the 30-day period and such additional
time as is reasonably necessary for Tenant to effect
a cure).
(b) Upon the occurrence of an Event of Default, Landlord may
declare a forfeiture of this Lease, and re-enter the Premises and repossess and
enjoy the same as in Landlord's first and former estate. In addition, Landlord
may exercise any other remedies it may have with regard to the collection of
unpaid rent and any other sums due from Tenant under this Lease.
7. Insurance.
(a) Tenant shall procure and maintain during the Term industry
standard: (i) commercial general liability insurance for personal injury and
property damage on an occurrence basis, with minimum single limits for injury to
persons and damage to property of at least $1,000,000; and (ii) fire and
casualty insurance equal to the full replacement value of the Building. Tenant
shall also carry such other insurance as Landlord may reasonably require from
time to time, including but not limited to personal property, casualty, plate
glass, builder's risk (during any period when the Building is being constructed
or any other construction work is being done in the Building or on the Premises)
and workers compensation insurance. All insurance must either be self-insured or
issued by companies satisfactory to Landlord in its reasonable discretion,
provide that it may not be canceled except upon at least 30 days written notice
to Landlord, and name Landlord and any mortgagee as an additional named insured
or loss payee, as appropriate. Evidence of such insurance must be delivered to
Landlord before Tenant may enter the Premises and must be provided not less
frequently than the first day of each Lease Year thereafter. Landlord may, but
is not obligated to, maintain such other reasonable and customary additional
insurance coverages as it may deem necessary. The insurance required in this
Lease may be included in a blanket policy.
(b) Tenant shall not do or permit anything to be done in the
Premises or the Building or bring or keep anything therein which conflicts with
any insurance policy required to be kept by Tenant under this Section 7.
8. Marketable Title. Landlord covenants that:
(a) Landlord's title to the Premises is good and marketable,
clear, free and unencumbered, except for taxes and assessments (which Landlord
shall pay up to the Commencement Date) and those easements, restrictions and
covenants listed in the attached Exhibit B; and
(b) This Lease when recorded will be prior to any mortgage or
mortgages or other encumbrances on the Premises.
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9. Environmental Matters.
(a) Landlord represents and warrants to Tenant that: (i) to
the best of Landlord's knowledge the Premises do not contain any, nor are the
Premises contaminated by, any toxic, hazardous or radioactive waste; (ii) to the
best of Landlord's knowledge, the Premises were never used as a solid, liquid,
toxic, hazardous or radioactive waste storage or disposal site; and (iii)
Landlord has never used the Premises as a solid, liquid, toxic, hazardous or
radioactive waste storage disposal site.
(b) Tenant shall not use the Premises or permit the Premises
to be used for the generation, storage, or disposal of hazardous waste other
than in the ordinary course of its business and with due arrangement made for
the proper disposal thereof.
(c) Tenant hereby indemnifies Landlord and agrees to hold
Landlord harmless from and against any and all liens, demands, suits, actions,
proceedings, disbursements, liabilities, losses, litigation, damages, judgments,
obligations, penalties, injuries, costs, expenses (including, without
limitation, attorney's and expert's fees) and claims of any and every kind
whatsoever paid, incurred, suffered by, or asserted against Landlord and/or the
Premises for, with respect to, or as a direct or indirect result of: (i) the
release or presence at the Premises of any hazardous waste, regardless of
quantity, where caused by Tenant or its agents, employees or contractors; (ii)
the violation of any environmental law relating to or affecting the Premises or
Tenant, where caused by or within the control of Tenant or its agents, employees
or contractors; and (iii) Tenant's failure to comply fully with the provisions
of this Section 9. But nothing in this Section 9 makes Tenant liable or
responsible for conditions existing prior to the Commencement Date or first
occurring after the Expiration Date, except where caused by Tenant or its
agents, employees or contractors.
10. Indemnification of Landlord. Tenant shall indemnify and hold
harmless Landlord against all liability, penalties, damages, expenses, and
judgments by reason of any injury or claim of injury to person or property, of
any nature, arising out of: (a) Tenant's breach of any provision of this Lease;
or (b) the use, occupation, and control of the Building by Tenant, its agents,
employees or contractors, at any time during the Term, including but not limited
to those resulting from any work in connection with the construction of the
Building, any alterations, changes, new construction or demolition. Tenant is
hereby subrogated to any rights of Landlord against any other parties in
connection therewith. Landlord shall promptly notify Tenant of any claim
asserted against Landlord on account of any such injury or claimed injury to
persons or property and shall promptly deliver to Tenant the original or a true
copy of any summons or other process, pleading or notice issued in any suit or
other proceeding to assert or enforce any such claim. Tenant may defend any such
suit with attorneys of its own selection. Landlord may, at its option,
participate in such defense at its own expense.
11. Quiet Enjoyment. Landlord warrants that if Tenant performs all
covenants and obligations it is required to perform under this Lease, then
Tenant will peaceably enjoy the Premises during the Term, as against the lawful
claims of all persons, except: (a) any claim arising under Tenant; or (b) any
claim arising out of the matters listed on Exhibit B. If Tenant continues to
occupy the Premises in accordance with the provisions of this Lease during any
renewal periods, but without
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formal execution of such renewals, Tenant and those succeeding to the rights of
Tenant will hold and enjoy the Premises at the yearly ground rent provided for
in this Lease and subject to the same provisions as contained in this Lease, as
if renewals had been from time to time executed.
12. Damage.
(a) If the Premises or the Building is damaged by fire, the
elements or other casualty to an extent that will make either the Premises or
the Building unsuitable for Tenant's purposes, in Tenant's reasonable opinion,
then Tenant may terminate this Lease effective as of the date the damage
occurred by providing written notice to Landlord within 30 days after the date
the damage occurred. If this Lease is so terminated, then Landlord and Tenant
will prorate all charges due under this Lease as of the date the damage
occurred. If Tenant does not provide the termination notice within the 30 days,
Tenant will be deemed to be continuing the Lease.
(b) If the Premises are damaged by fire, the elements or other
casualty, all insurance proceeds paid with respect to the damage will be paid to
Tenant. If Tenant does not terminate this Lease under Section 12(a), then Tenant
shall cause the Premises to be repaired. The annual rent payable by Tenant will
not be decreased during the time of repair.
13. Condemnation.
(a) If all of the Premises is taken under eminent domain or is
condemned for any public use or purpose by any legally constituted authority or
sold in lieu thereof, then this Lease will terminate, effective as of the date
possession is taken by the public authority.
(b) If only part of the Premises is taken under eminent domain
or is condemned for any public use or purpose by any legally constituted
authority or sold in lieu thereof and Tenant determines that such condemnation
renders either the Premises or the Building unsuitable for Tenant's purposes,
then Tenant may terminate this Lease effective as of the date that possession is
taken by such public authority by providing written notice to Landlord within 30
days after the date that possession is taken. If Tenant does not provide the
termination notice within the 30 days, then Tenant will be deemed to be
continuing the Lease with respect to the remainder of the Premises, and the
annual rent payable by Tenant under this Lease will not be reduced.
(c) If this Lease is terminated under this Section 13, then
Landlord and Tenant will prorate all charges due under this Lease as of the date
possession is taken by the public authority. Any termination of the Lease under
this Section 13 will not prejudice the rights of either Landlord or Tenant to
recover compensation from the condemning authority for any losses or damage
caused by the taking or condemnation. Neither Landlord nor Tenant will have any
rights in or to any award made to the other by the condemning authority.
14. Notice.
(a) Any notice or document required or permitted to be
delivered shall be deemed given if in writing delivered to the address set forth
for the recipient below under any of the following methods: (i) hand delivery;
(ii) delivery by registered or certified mail, postage prepaid;
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(iii) delivery via Federal Express or other overnight courier service which
delivers only upon signed receipt of the addressee, return receipt requested; or
(iv) delivery via telecopy to the number set forth below, with electronic
confirmation of such delivery or confirmation by follow-up telephone call.
To Landlord: Xxxxx X. Xxxxx and Xxxxx X. Black
0000 Xxxxxxxxxx Xxxx
Xxxxxxxxx, Xxxx 00000
To Tenant: MPW Industrial Services, Inc.
0000 Xxxxxxxxx Xxxx, X.X.
Xxxxxx, Xxxx 00000
Telecopy: (000) 000-0000
Attn: Xxxxxxx Xxxxx
(b) Any party may change its address for receiving notice by
providing the new address to the other party as provided in Section 14(a).
(c) Any notice given in accordance with Section 14(a) will be
effective: (i) at the time of personal delivery; (ii) on the third business day
after mailing by registered or certified mail, postage prepaid; (iii) on the
next business day after depositing the notice with an overnight courier; or (iv)
at the time of confirmation of a telecopied notice.
15. Assignment, Subletting, Successors and Assigns. Tenant may not
assign or sublet the Premises without the prior written consent of Landlord.
16. Amendments. Landlord and Tenant may amend this Lease at any time
by executing a writing signed by both of them.
17. Severability. If any provision of this Lease or the application
of any provisions to any person or any circumstance is determined to be invalid
or unenforceable, then such determination will not affect any other provision of
this Lease or the application of the provision to any other person or
circumstance and the remainder of this Lease will remain in full force and
effect.
18. Duplicate Originals. This Lease may be executed in one or more
counterparts, each of which shall be deemed to be a duplicate original, but all
of which, taken together, will constitute a single instrument.
19. Governing Law. This Lease is to be governed, construed and
enforced in accordance with the laws for the State of Ohio, without regard to
its conflicts of law principles.
IN WITNESS WHEREOF, the parties have executed this lease as of the
date first written above.
Signed and acknowledged
in the presence of:
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Printed Name Landlord:
/s/ Xxxxx X. Xxxxx
--------------------------------
Xxxxx X. Xxxxx
Printed Name /s/ Xxxxx X. Black
--------------------------------
Xxxxx X. Black
Signed and acknowledged
in the presence of: Tenant:
MPW INDUSTRIAL SERVICES, INC.
By /s/ Xxxxxxx X. Xxxxx
-----------------------------
Printed Name
Name: Xxxxxxx X. Xxxxx
Title: Chief Financial Officer
Printed Name
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STATE OF OHIO )
)
COUNTY OF LICKING )
The foregoing instrument was acknowledged before me, a notary public
for the indicated county and state, on _____________________, by Xxxxx X. Xxxxx
and Xxxxx X. Black ("Landlord"), who acknowledged the signing of the instrument
to be Landlord's voluntary act and deed.
-----------------------------------
[Seal] Notary Public
STATE OF OHIO )
)
COUNTY OF LICKING )
The foregoing instrument was acknowledged before me, a notary public
for the indicated county and state, on___________________, Xxxxxxx Xxxxx, the
Chief Financial Officer of MPW Industrial Services, Inc., an Ohio corporation,
who acknowledged the signing of the instrument to be his voluntary act and deed
and the voluntary act and deed of such corporation.
-----------------------------------
[Seal] Notary Public
This instrument was prepared by:
Xxxxx, Day, Xxxxxx & Xxxxx
0000 Xxxxxxxxxx Xxxxxx
00 Xxxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxx 00000
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EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
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EXHIBIT B
PERMITTED EXCEPTIONS
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