EXHIBIT 10.19
EQUIPMENT LEASE
THIS LEASE executed as of January 1, 2005, between A-Y-K-E Partnership, a
partnership (hereafter referred to as "LESSOR"), and Xxxxxxxxx, Inc., a Missouri
corporation (hereinafter referred to as "LESSEE").
1. LESSOR leases to LESSEE, and LESSEE leases from LESSOR, one (1) Lovat
121" Tunnel Boring Machine.
2. The term of this Lease shall begin January 1, 2005 and shall end
December 31, 2005. If the leased property is retained by LESSEE after December
31, 2005, without the consent of LESSOR, then the liquidated damages shall be
$15,000 plus $2,000 per day.
3. The leased property shall be used solely for the installation of
Xxxxxxxx Interceptor, Xxxxxxx 0, Xxxxxxxxxx, XX.
4. LESSOR will be paid a lump sum of $200,000.
5. LESSEE may not make alterations, additions or improvements to the
leased property, without prior written notification to and approval by LESSOR.
All such additions to and improvements shall immediately become the property of
the LESSOR and subject to the terms of this Lease.
6. LESSEE, at its own cost and expense, shall keep the leased property in
good repair, condition and working order, and shall not subject the leased
property to careless or needlessly rough usage.
7. LESSOR shall at all times during business hours have the right to enter
upon the premises where the leased property may be located for the purpose of
inspecting it or observing its use.
8. The leased property shall be delivered to LESSEE at Sacramento, CA on
or before January 1, 2005. LESSEE shall inspect the leased property before the
commencement of the Lease. Unless LESSEE gives written notice to the LESSOR
within five (5) days after first test use of the leased property specifying any
defect in or other objection to the leased property, it shall be conclusively
presumed, as between LESSOR and LESSEE, that LESSEE has fully inspected the
leased property and found it to be in good condition and repair and in full
conformance with any and all express or implied representations, promises,
statements or warranties with respect to the merchantability, suitability, or
fitness for purpose of the leased property. If LESSEE rejects the leased
property for good cause, this Lease shall be null and void. All transportation
charges, including duties, from and to Sacramento, CA shall be the
responsibility of the LESSEE. All loading and unloading charges in Sacramento,
CA shall be the responsibility of the LESSEE.
9. LESSEE, at its own expense, shall keep the leased property insured for
casualty risks required by LESSOR (no underground exclusion) in the amount of
$500,000.00, with carriers acceptable to LESSOR and a loss payable endorsement
in favor of LESSOR, and LESSEE shall further maintain liability insurance in the
amount of $500,000,000.00 naming LESSOR as an additional insured, and all
policies shall
provide that they may not be cancelled or altered without at least ten (10)
days' prior written notice to LESSOR. LESSOR shall maintain insurance coverage
of the leased equipment until it is received by LESSEE at point of delivery.
10. LESSEE shall pay all taxes and fees connected with this Lease or the
LESSEE's use of the leased property, including any use, personal property, or
sales taxes resulting therefrom.
11. LESSEE shall indemnify LESSOR against all claims, actions,
proceedings, costs, damages and liabilities, including attorney's fees, arising
out of, connected with this Lease, or resulting from the use of the leased
property.
12. This Lease shall be governed by and construed under the laws of the
State of Missouri.
13. Without the prior written consent of the LESSOR, LESSEE shall not
assign, transfer, pledge or hypothecate this Lease, the leased property, or any
part thereof, or any interest therein, nor sublet or lend the property or any
part thereof, nor permit the leased property or any part thereof to be used by
anyone other than the LESSEE or LESSEE's employees.
14. This instrument shall be binding upon and inure to the benefit of the
respective parties and their legal representatives, successors and assigns.
IN WITNESS WHEREOF, this instrument was executed by the parties as of the
date above written.
XXXXXXXXX, INC. A-Y-K-E PARTNERSHIP
BY /s/ Xxxxxx X. Xxxxxx, Xx. BY /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxx, Xx., Xxxxxx X. Xxxxxxxxx,
President and Chief Executive Officer Partner
"LESSEE" "LESSOR"