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Exhbibit 10.54
LEASE
STATE OF ALABAMA
COUNTY OF MOBILE
This Lease made this 30th day of April, 1997, between Xxxxxxxxx Xxxxxx,
Xx., Xxxxxx X. Xxxxxx, individually and as Executor of the Estate of R. Xxxxx
Xxxx, Xxxxxx X. Xxxxxx, and Xxxxxxxxx Xxxxxx, III, hereinafter called Lessor
and SPRINT INDUSTRIAL SERVICES, INC., hereinafter called Lessee.
Lessee's address: X.X. XXX 00000
XXXXXXX, XX 00000
All Lessors are married persons except Xxxxxx X. Xxxxxx, unmarried.
WITNESSETH: That the Lessor hereby leases to the Lessee and the Lessee
hereby rents from the Lessor the following described land in the County of
Mobile, Alabama, to-wit:
Commencing at the intersection of the East right-of-way line of
Telegraph Road with the North right-of-way line of Woodland Avenue as
established by Alabama Highway Department Project No. HES 7530 (9);
thence N-89 degree 09'26"-E and along the North right-of-way line of
Woodland Avenue, projected Westwardly, 33.56 feet to a point being
marked by a 6" x 6" concrete monument; thence continue N-89 degree
09'26"-E and along the North right-of-way line of Woodland Avenue,
146.08 feet; thence N-10 degree 45'19"-W 354.49 feet to the POINT OF
BEGINNING, said point being the Southwest corner of Xxx 00, Xxxxx 0,
"XXXX (XX. 1) ONE OF WOODLAND PARK", as recorded in Deed Book 107,
Page 282 in the Office of the Judge of Probate, Mobile County,
Alabama; thence continue N-10 degree 45'19"-W and along the West line
of Xxxx 00, 00 xxx 00, Xxxxx 2 of said "WOODLAND PARK", 330.00 feet to
the Northwest corner of said Xxx 00, Xxxxx 0; thence N-89 degree
03'35"-E and along the North line of said Lot 12 and an eastward
projection thereof, 197.59 feet to a point; thence S-10 degree
45'19"-E, 330.00 feet; thence S-89 degree 03'35"-W, 197.59 feet to the
Point of Beginning. Containing 1.48 acres more or less and being ALL
of XXXX 00, 00 xxx 00, XXXXX 2 and that portion of the West 1/2 of
First Avenue (22.50 feet) lying East of and adjacent to said XXXX 00,
00 xxx 00, XXXXX 2 of said "WOODLAND PARK"; and as more particularly
shown as Parcel
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"B" on plat by Xxxxxxx Surveying Company dated 9/9/91 and which is
marked Exhibit "A" and attached hereto for reference;
for occupation for any legitimate purpose, for and during the term of 24
months, to-wit from the lst day of May, 1997, to the 30th day of April, 1999.
The Lessee agrees to pay a monthly rental of $600.00 per month for said
land, payable in advance on the first day of each month, said rental to be paid
at the office of Xxxxxx Xxxxx, X.X. Xxx 000, Xxxxxxx, XX 00000, or at such
other place as may be designated in writing by the Lessor. In the event Lessee
fails to pay said rent within ten days after the due date, then Lessee shall
pay Lessor a late fee of 10% of the monthly rent. TIME IS OF THE ESSENCE.
Lessor shall assess and pay all ad valorem taxes levied or assessed
against said property and Lessee shall reimburse Lessor for all taxes,
assessments and charges of every kind or nature levied or assessed against said
property and the improvements thereon, specifically including public
improvement assessments and Lessee shall likewise reimburse Lessor for any rent
tax or gross proceeds tax applicable to the rent payable hereunder; it is the
intent of the parties that the rental set forth herein be the NET rental to the
Lessor. After payment of any such tax or assessment, Lessor shall promptly
submit to Lessee a statement showing the amount of each such tax and assessment
and Lessee shall reimburse Lessor within thirty (30) days of receipt of such
statement.
All such taxes and assessments for both the initial and final year of this
lease shall be prorated so that Lessee shall reimburse Lessor only for those
taxes and assessments attributable to the period of time that this lease is in
full force and effect.
Lessee agrees to obtain insurance commonly known as Commercial General
Liability Insurance in the sum of at least $500,000.00 on the leased premises
and which policy shall name Lessors herein as additional insured; Lessee shall
promptly furnish to Lessor a Certificate of Insurance confirming the aforesaid
insurance coverage and shall maintain said insurance in full force and effect
during the entire lease term.
Lessor agrees to furnish to Lessee no later than May 1, 1997 a report of
an environmental survey of the property confirming that the above-described
property contains no underground storage tanks and in all ways complies with
the regulations of the Environmental Protection Agency and the Alabama
Department of Environmental Management. Lessee agrees that no later than 7
days prior to the expiration of this lease that Lessee shall furnish to Lessor
an environmental survey made no sooner than 30 days prior to the expiration of
this lease showing that the above-described property contains no underground
storage tanks and in all ways complies with the regulations of the
Environmental Protection Agency and the Alabama Department of Environmental
Management.
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Lessee has made a visual inspection of the property prior to the first day
of the term of this lease and acknowledges that said property is leased in its
"as is" condition without any warranty by Lessor of any kind or nature with
respect to the condition of the property.
Lessee, at its expense, will make improvements upon said property. Lessor
shall have a lien for all rent which shall become due during the term of this
lease and upon said improvements. Lessee shall have no right to remove any
improvement made by Lessee on said property.
Lessee further covenants and agrees that if a petition in bankruptcy be
filed by or against the said Lessee or an assignment be made for the benefit of
Lessee's creditors, or a receiver be appointed, or should the Lessee violate
any other condition of this lease, then in such case, or upon the happening of
any one or more of such cases, the whole rent for the whole term of this lease
shall at once become due and payable, and the Lessor may proceed by attachment,
suit or otherwise to collect the whole rent in the same manner, as if by the
terms of this lease the whole rent for the entire term were payable in advance.
Should the Lessee fail to pay rents as they fall due as aforesaid, or
violate any of the conditions of this lease, or should the Lessee be adjudged
bankrupt, or should a receiver be appointed or should execution or other
process be levied upon the interest of the Lessee in this lease or the property
of the Lessee upon the leased premises, the Lessor shall have the right at
Lessor's option, to re-enter said premises and terminate this lease. Such
re-entry shall not bar the recovery of rent or damages for breach of covenant,
nor shall the receipt of rent after conditions broken be deemed a waiver of
forfeiture. And in order to entitle the Lessor to re-enter it shall not be
necessary to give notice of rent being due and unpaid, or of other conditions
broken, nor to make demand for rent, the execution of this lease, signed by the
parties thereto, which signing is hereby acknowledged, being sufficient notice
of the rents being due and a demand for the same, and shall be so construed,
any law, usage or custom to the contrary, notwithstanding.
Should Lessor elect to terminate this lease for breach thereof by the
Lessee, then Lessor or Lessor's agent shall give a fourteen day written notice
of termination to Lessee which notice shall terminate this lease and likewise
terminate Lessee's right to occupy the demised premises and Lessee shall be
entitled to no further notice from Lessor; such written notice of termination
may be given to Lessee by mail, by personal delivery to Lessee, by delivery to
a member of Lessee's household on said premises, by delivery to an employee or
agent of Lessee on said premises, or by conspicuously posting such notice of
termination on the premises leased herein.
Nothing contained herein shall be construed as a warranty that said
premises are fit or suitable for the use and purpose for which they are leased.
The Lessee further covenants with the Lessor that the furniture, goods and
effects which will be brought upon said premises shall be owned by the Lessee.
If the Lessee vacates these premises before the end of the said term, without
written consent of the Lessor, the Lessor has the right at the Lessor's option
to re-enter and let said premises
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as the agent of the Lessee herein named, and such re-entry and re-letting shall
not discharge this Lessee from liability for rent nor from any other covenant
herein contained and to be kept by this Lessee.
In the event of employment of any attorney for the collection of any
amount due hereunder, or for the institution of any suit for possession of said
property, or for advice or service incident to the breach of any other
condition of this lease by the Lessee, or on account of bankruptcy proceedings
by or against Lessee, or legal process being issued against the furniture and
effects of the Lessee, located upon the leased premises, or the leasehold
interest of the Lessee, the Lessee agrees to pay and shall be taxed with a
reasonable attorney's fee, which fee shall be a part of the debt evidenced and
secured by this lease.
And as a part of the consideration of this lease, and for the purpose of
securing to the Lessor prompt payment of said rent as hereby stipulated or any
costs or fees or damages that the Lessor may suffer, either by the failure to
surrender quiet and peaceable possession of said premises as aforesaid, or for
any damages whatsoever which may be awarded the Lessor under this lease, the
Lessee hereby waives all rights which Lessee may have under the Constitution
and Laws of the State of Alabama or any other State of the United States, to
have any personal property of the Lessee exempt from levy or sale or other
legal process.
Where the rent under this lease is payable in Monthly, or other
installments, in advance, and there is a default by the Lessee entitling the
Lessor to repossess said property amicably or by legal proceedings, the rent
for the unexpired term of said installment period, shall be due and payable as
liquidated damages for the breach of the conditions of this lease.
It is understood and agreed that no part of said premises shall be used
for any illegal purposes. Lessee covenants and agrees to leave the leased
premises near and free of debris, toxic or hazardous substances or underground
storage tanks of any type upon the termination of this lease and agrees that
this land shall not be used for the storage of trash, junk or disabled motor
vehicles. Any property left upon the demised premises at the termination of
this lease shall be deemed abandoned property. Should Lessee fail to leave the
demised premises free of junk and debris, toxic or hazardous substances or
underground storage tanks of any type, then Lessee shall pay Lessor the
reasonable cost of cleaning up the leased premises.
Lessee shall not commit or suffer to be committed on the leased premises
the discharge of any "Hazardous Substances" or "Hazardous Wastes" as defined by
the Comprehensive Environmental Response, Compensation and Liability Act of
1980 ("CERCLA"), 42 U.S.C. 9601(14), pollutants or contaminants as defined in
CERCLA, 42 U.S.C. 9604(a)(2), or hazardous wastes as defined in the Resource
Conservation and Recovery Act ("RCRA"), 42 U.S.C. Section 6903(5), or other
similar applicable federal or state laws and regulations, including, but not
limited to, asbestos, PCBs and urea formaldehyde, and such hazardous substances
or hazardous wastes will
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not be released or discharged over, beneath, or on the leased premises, or on
or in any structures located on the leased premises from any source whatsoever
by Lessee, its successors or assigns in the leased premises or any other
person, including subtenants of Lessee. Lessee shall not construct or permit
to be constructed on the property any underground tanks or vessels.
Lessee acknowledges that it is Lessee's responsibility to make certain
that Lessee's use of the above-described property is strictly in accord with
the provisions of 42 U.S.C.A. 12101, et seq., being entitled as an act for
"Equal Opportunity for Individuals with Disabilities."
Lessee hereby agrees to defend, indemnify and hold Lessor harmless of and
from any and all losses, damages, claims, costs, fees, penalties, charges,
taxes, fines or expenses including attorney's fees and legal assistants' fees,
arising out of any claim asserted by any person, entity, agency, organization
or body against Lessor, as a result of breach of Lessee's covenants, warranties
and representations contained in this Lease with regard to "Hazardous
Substances" or Hazardous Wastes. This indemnity includes, but is not limited
to, any losses, damages, claims, costs, fees, penalties, charges, assessments,
taxes, fines or expenses, including reasonable attorney's fees under CERCLA,
under RCRA, or under RRMA. This indemnity is in addition to and is not to be
construed as a limitation of any other indemnity under this lease. Provided,
however, Lessee shall not be responsible for any losses, damages or claims
associated with preexisting Hazardous Substances or Hazardous Wastes located on
the leased premises.
Lessee agrees to indemnify the Lessor against and hold Lessor harmless
from any and all claims, demands, liabilities, lawsuits and expenses for or on
account of any injury to any person, or any death at any time resulting from
such injury to any person, or any death at any time resulting from such injury,
or any damage to any property, which may arise (or which may be alleged to have
arisen) cut of or in connection with the use or occupancy of the demised
promises by Lessee, Lessee's guest, agents, servants and employees, even though
such injury, death or damage may be (or may be alleged to be) attributable to
the negligence or other fault on the part of the Lessor or Lessor's agents or
employees.
If the whole of the demised premises shall be taken by Federal, State,
County, City, public utility, or other authority for public use or under any
statute, or by right of eminent domain, then when possession shall be taken
thereunder of said premises, the term hereby granted and all rights of the
Lessee hereunder shall immediately cease and terminate, and the Lessee shall
not be entitled to any part of any award that may be made for such taking, nor
to any damages therefor except that the rent shall be adjusted as of the date
of such termination of the lease. If but a part of the demised premises be
taken by right of eminent domain, this lease shall continue in full force and
effect, as to the property remaining, and provided such property remaining is
capable of continued enjoyment by the Lessee for the uses and purposes provided
for hereunder, and the Lessee shall not be entitled to any award that may be
made for such taking; nor shall such taking constitute a termination of this
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lease, or a constructive eviction of Lessee. However, the rent payable
hereunder shall be adjusted as the time of such taking to equitably reflect the
change in the size said remaining property.
The terms of this lease have been between the parties hereto and are
understood by both Lessor and Lessee. No Assignment by Lessee of any of
Lessee's rights hereunder shall be valid without the express, written consent
of Lessor, which consent Lessor agrees shall not be unreasonably withheld.
Lessee acknowledges that in the event of any Assignment by Lessee that Lessee
shall remain secondarily liable for all obligations of Lessee under the of this
lease.
All rents having been paid during the term of this lease and all
conditions of this lease having been compiled with the Lessee shall have the
option to renew lease for an additional term of sixty (60) months from the
first day of May, 1999 to the 30th day of April, 2004 upon giving Lessor at
least ninety (90) days written notice in advance of Lessee's intention to so
renew; all terms and conditions of the renewal shall be the same as herein
provided except the monthly rental during said renewal shall be the Rent for
the previous term multiplied by the "CPI Multiplier" as defined below.
DETERMINATION OF CPI MULTIPLIER:
A. The "CPI Multiplier" shall be based upon the "CPI," which is the
Consumer Price Index for All Urban Consumers, U.S. City Average for
All Items (Index period: 1982-84 = 100), as published without
seasonal adjustment by the United States Department of Labor, Bureau
of Labor Statistic ("Bureau"). If, from time to time at any time
after the date of this Lease, the Bureau of Labor Statistics changes
it procedure for calculating the CPI or the index period for the CPI,
all CPI's used herein shall be determined using the Bureau's revised
CPI.
B. The CPI Multiplier shall equal the CPI for the month immediately
preceding the First month of the renewal term divided by the CPI for
the first month of the preceding term.
Lessor shall calculate the amount of any such increase promptly after the
CPI for said period is published, at which point Lessee shall have thirty (30)
days in which to verify Lessor's calculation and promptly thereafter Lessee
shall either supplement its rental payment said calculation or shall furnish
Lessor the Lessee's calculation of the rental adjustment and the parties shall
attempt to reconcile their calculations among themselves, but if unable to do
so, then Lessor and Lessee shall each employ a Certified Public Accountant to
calculate the correct annual adjustment and the two Accountants shall jointly
calculate the disputed annual adjustment. This renewal term shall be known as
the Second Term of Lease.
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This lease shall inure to the benefit of and bind the heirs, executors,
administrators, successors and assigns of the Lessors and shall inure to the
benefit of and bind the heirs, executors, administrators and assigns of the
Lessee.
IN TESTIMONY WHEREOF, we have hereunder set our hands in duplicate each of
which shall be considered an original, the day and year first above written.
LESSEE:
SPRINT INDUSTRIAL SERVICES, INC.
By: /s/ X. X. X'Xxxx
----------------------------
X.X. X'XXXX
Its: President
/s/ Xxxxxxxxx Xxxxxx, Xx. /s/ Xxxxxx X. Xxxxxx
-------------------------------- ---------------------------------
XXXXXXXXX XXXXXX, XX. Lessor XXXXXX X. XXXXXX, individually
and as Executor of the Estate
of R. Xxxxx Xxxx
Lessor
/s/ Xxxxxx X. Xxxxxx /s/ Xxxxxxxxx Xxxxxx, III
-------------------------------- ---------------------------------
XXXXXX X. XXXXXX Lessor XXXXXXXXX XXXXXX, III Lessor
THE INSTRUMENT PREPARED BY:
XXXXXXXXX XXXXXX, III
0000 XXXXX XXXXXXXX XXXX XXXX.
XXXXXX, XXXXXXX 00000
(000) 000-0000
AMIII FILE #1115.33 (19-1)
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