LEASE AGREEMENT
THIS LEASE AGREEMENT ("Lease") is made and entered into this 1st day of
January, 1997, by and between DAN L. PIXLER, and individual ("Pixler") and
SEBRITE INSURANCE SERVICES, INC., a Kentucky Corporation ("Sebrite," who
together with Pixler may hereinafter sometimes collectively be referred to as
the "Landlord"); and GULF NORTHERN TRANSPORT, INC., a Wisconsin corporation,
("Tenant").
WITNESSETH:
Landlord has agreed to lease on a triple net or net-net-net basis,
certain property located in Wisconsin Rapids, Wood County, Wisconsin as more
particularly described in Exhibit A attached hereto (the "Premises"), and the
parties are entering into this Lease in order to document their respective
understandings and obligations.
NOT, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, Landlord hereby leases to Tenant, and Tenant hereby
takes and hires from Landlord, the Premises including without limitation any
and all improvements located thereon.
TO HAVE AND TO HOLD the Premises and all privileges and appurtenances
thereunto belonging unto Tenant on the following terms and conditions:
1. Term. The term of this Lease shall be five (5) years, commencing on
January 1, 1998 and ending on January 1, 2002, both dates inclusive unless
sooner terminated as hereinafter provided.
2. Delivery of Possession; Possession "AS-IS". If the Landlord for any
reason
can not deliver possession of the Premises to Tenant at the commencement of
the Lease term, this Lease shall not be void or voidable, nor shall the
Landlord be liable to Tenant for any loss or damage resulting therefrom, but
there shall be an abatement of Rent for the period between the commencement of
the lease term and the time when Landlord does deliver possession. If Tenant
accepts possession of the Premises before the commencement of this Lease,
rental shall commence on such earlier date, and the term of this Lease shall
end on the original termination date as provided above. Tenant agrees that
the Premises are fit and habitable and consent to take the Premises "AS-IS".
3. Rent. During the term of this Lease, Tenant shall pay rent (the
"Rent") equal to the sum of (i) the amount of principal and interest due
pursuant to a Note and a Mortgage, each in the original principal amount of
$5,000, both from Pixler and W. Anthony Huff (collectively, the "Borrowers")
to and in favor of Bell, Brown & Romanski (collectively, the "Lenders"); (ii)
$1,500 per month, which shall be escrowed to pay real property taxes on the
mortgaged property, pursuant to agreement between the Borrowers and the
Lenders; and (iii) $850 per month, which shall be escrowed to pay insurance
costs on the mortgaged property, pursuant to an agreement between the
Borrowers and the Lenders. All Rent payments shall be made to Landlord at its
principal office in Charleston South Carolina, or at such other place as
Landlord may designate in writing to Tenant. Any payment of Rent which is
made more than ten (10) days after the date when due shall, at the option of
the Landlord, be increased by a late charge to compensate Landlord for
inconvenience and additional administrative expense in an amount equal to the
sum of ten percent (10%) of said Rent payment for each ten-day period for
which said Rent payment is past due, and Landlord's entitlement to said late
charge shall be in addition to, and not in lieu of or a waiver of, any
remedies to which Landlord is entitled hereunder, at law, or in equity, as a
result of said late payment of Rent.
4. Use. Tenant shall sue and occupy the Premises solely for commercial
purposes. Tenant agrees to keep the Premises and grounds safe, neat, clean
and esthetically pleasing; Tenant also agrees to perform at its expense,
maintenance functions, such as lawn mowing, snow removal, servicing of
appliances and systems, window washing, leaf removal, shrub and plant
maintenance, and such other functions normally associated with the care of a
house. Tenant agrees to keep the gutters free from leaves, branches or other
debris.
5. Quiet Enjoyment. Tenant, upon paying the Rent and other charges
herein provided for, and performing all the other terms of this Lease, shall
quietly have and enjoy the Premises during the term of this Lease without
hindrance or molestation by Landlord or by anyone claiming through Landlord,
subject, however, to the reservations and conditions of this Lease, and any
easements or encumbrances of record as of the date of this Lease.
6. Repairs and Maintenance. Tenant shall, at its own expense, make any
repairs to the structure, roof and concealed systems (plumbing, electrical,
heating and air conditioning) within or serving the Premises as may be
necessary for safety and tenantability and any such repairs made necessary by
the act or neglect of Tenant, its agents or visitors. Tenant shall keep and
maintain the Premises in good order and repair during the term of this Lease
and shall surrender the same to Landlord at the expiration or earlier
termination of this Lease in as good condition as they were when received (or
subsequently improved or altered), normal wear and tear excepted.
7. Improvements. All improvements, alterations and additions to the
Premises desired by Tenant, shall be made only at Tenant's expense, in good
and workmanlike manner and in accordance with plans and specifications which
have been previously approved in writing by Landlord, such approval not to be
unreasonably withheld. Landlord reserves the right to approve the contractor
to perform such improvements, alterations and additions, which approval shall
not be unreasonably withheld. All improvements and additions made by Tenant
and attached to the Premises, including without limitation all partitions,
carpets, lighting fixtures, doors, hardware, shelves, cabinets and ceilings,
shall remain in the Premises and shall be surrendered to Landlord at the
expiration or earlier termination of this lease, and shall become the property
of Landlord. Tenant shall have the right at the termination of the Lease to
remove all of its personal property from the Premises.
8. Utilities and Other Services. Tenant shall pay all charges of any
utility whatsoever for heat, water, gas, electricity, sewer use,
telecommunications, cable television, and any other utility use or consumed on
the Premises.
9. Insurance. During the term of this Lease, Tenant shall keep in full
force and effect, at its expense, a policy or policies of comprehensive public
liability insurance with respect to the Premises, naming Landlord as an
additional insured, in which both Landlord and Tenant shall be adequately
covered under reasonable Limits of Liability not less than $1,000,000 for
injury or death to more than one person, $1,000,000 for any one person injured
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or killed, and $100,000 with respect to damage to property at the request of
Landlord. Tenant shall furnish Landlord with certificates or other evidence
acceptable to Landlord that such insurance is in effect which evidence shall
state that Landlord shall be notified in writing thirty (30) days prior to
cancellation, material change, or non-renewal of such insurance.
10. Taxes and Tax Adjustment. Tenant shall pay, prior to delinquency,
all taxes and assessments of every kind and nature which are now or may
hereafter be imposed or assessed upon or with respect to the Premises and the
remainder of the Building and all taxes and assessments of every kind or
nature imposed or assessed upon or with respect to the furnishings, fixtures,
equipment and other property of Tenant placed in the Premises.
11. Property of Tenant. So long as Tenant is not in default under this
Lease, tenant may, and at the expiration or earlier termination hereof shall,
remove all furniture, equipment and other personal property which Tenant shall
have placed in the Premises; provided that Tenant shall repair any damage to
the Premises caused by such removal. All such property shall, during the term
hereof, be at the risk of Tenant only and Landlord shall not be liable for any
loss thereof or damage thereto resulting from any cause whatsoever, and each
policy of insurance covering such property shall contain a standard waiver of
subrogation endorsement. Any such property not removed at the expiration or
earlier termination of this Lease shall be deemed abandoned and may be
disposed of by Landlord in any manner whatsoever. In the event Tenant is in
default under this Lease, Landlord shall have a lien on said furniture,
equipment, and other personal property of Tenant as security against loss or
damage resulting from such default, and said property may not be removed by
Tenant until such default is cured.
12. Assignment and Subletting. Tenant shall not, without the prior
written consent of Landlord, assign this Lease. Consent to one assignment
shall not constitute a waiver of this provision with respect to subsequent
transactions. Each assignee shall be liable to Landlord for all obligations
of Tenant, but Tenant shall not be thereby relieved from such obligations.
13. Default and Remedies. In the event of default for a period of ten
(10) days after notice of default in the payment of Rent to Landlord,
Landlord, without prejudice to any other rights or remedies that it may have,
shall have the right, immediately or at any time thereafter, to reenter the
Premises and remove all persons and property from the Premises. In the event
(I) Tenant shall neglect to keep or perform any other covenant, agreement or
condition of this Lease or (ii) Tenant shall file a voluntary petition, or an
involuntary petition in shall be filed against Tenant, bankruptcy or any
relevant insolvency law, Landlord shall give written notice of such default to
Tenant, and in the event such default is not rectified within thirty (30) days
from the date of such notice (or is not diligently pursuing a cure if the
default cannot be rectified within said thirty (30) days), then Landlord shall
have the right to enter the Premises immediately or at any time thereafter and
remove Tenant therefrom, without prejudice to any other remedies of Landlord.
14. Notices. All notices provided for in this Lease shall be in writing
and shall be deemed to be given when sent by registered or certified mail
addressed to Landlord or Tenant at the addresses set forth on the first page
of this Lease, and to the holder or holders of any mortgage covering the
Premises at such address as such holder or holders may have given by notice as
herein provided. Either party hereto, or any such holder, may from time to
time, by notice as herein provided, designate a different address to which
notices to it shall be sent.
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15. Surrender of Premises. Tenant will deliver up the Premises at the
end of the term or any holdover period in good order and conditions reasonable
wear and tear excepted.
16. Holding Over. This tenancy expires at the end of said lease term,
but it is expressly understood that if Tenant holds over for another month at
the end of said term for any purpose other than the removal of its property,
and Landlord accepts Rent for said month, such acceptance shall operate as a
renewal of the tenancy for another month and for each additional month for
which Landlord accepts Rent. Should Landlord require possession of the
Premises, it shall give Tenant thirty (30) days to vacate the said Premises
during such holdover period. The monthly rental during the holdover period
shall be at a ten percent (10%) increase above the monthly rental paid for the
last month of the term as set forth herein.
17. Indemnity. Landlord shall not be liable for loss, expense, or
damage to any property or any personal injury. Tenant shall defend, indemnify
and hold harmless Landlord from and against any claims, damages or expenses
whether due to damage to the Premises, claims for injuries to persons or
property or administrative or criminal action by a governmental authority,
where such claims, damages or expenses result from the negligence, misconduct
or breach of any provision of this Lease by Tenant, its agents, employees or
invitees.
18. Waiver. The waiver by Landlord of any breach of any covenant or
agreement herein contained shall not be deemed to be a waiver of such covenant
or agreement herein contained. The subsequent acceptance of Rent hereunder by
Landlord shall not be deemed to be a waiver of any preceding breach by Tenant
of any covenant or agreement of this Lease, other than the failure of Tenant
to pay that particular rental so accepted, regardless of Landlord's knowledge
of such preceding breach at the time of acceptance of such Rent.
19. Eminent Domain. If the whole of the Premises shall be taken for any
public or quasi-public use under any statute or by right of eminent domain, or
by purchase in lieu thereof, then this Lease shall automatically terminate as
of the date that title shall be taken. If any part of the Premises shall be
so taken as to render the remainder thereof unusable for the purposes for
which the Premises were leased, then Tenant shall have the right to terminate
this Lease by notice to Landlord given within ninety (90) days after the date
of such taking. In the event that this Lease shall terminate or be
terminated, then rental shall be equitably adjusted as of the date title shall
be taken.
If any part of the Premises shall be so taken and this Lease shall not
terminate or be terminated under the prior paragraph of this Section 19 then
the Rent shall be equitably apportioned according to the space so taken.
All compensation awarded or paid upon such a total or partial taking of
the Premises shall belong to and be the property of Landlord.
20. Subordination. This Lease and Tenant's rights hereunder are subject
and subordinate to the following items:
a. All present and future agreements securing money paid or to be
paid to a lender under mortgages;
b. All present and future terms, conditions, renewals, changes of
any kind in, and extensions of any mortgages or lender agreements; and
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c. Any and all matters, present and future, that a search of title
to or survey of the Premises would disclose.
Tenant agrees that any mortgages or lender agreements shall be automatically
superior to this Lease, without the necessity of Tenant to execute any further
documents or certificates. However, notwithstanding the foregoing, if
Landlord requests any documents or certificates to show that this Lease is
subject and subordinate, Tenant agrees to promptly and properly sign any such
document or certificates. Tenant appoints Landlord as is attorney-in-fact to
execute such documents or certificates in the event Tenant refuses or its
unavailable.
21. Memorandum of Lease. This Lease shall not be recorded; however,
upon request of either party, the other party agrees to execute a memorandum
of this Lease setting forth the essential terms hereof, suitable for
recording.
22. Partial invalidity. In the event any provision of this Lease shall
be determined to be invalid or unenforceable, the remaining provisions of this
Lease shall continue in full force and effect.
23. Counterparts. This Lease may be executed in counterparts, each of
which shall be deemed to be an original.
24. Section Headings. Section headings relating to the contents of the
particular section have been inserted for the convenience of reference only
and shall not be construed as part of the particular sections to which they
refer.
25. Governing Law. This Lease shall be governed by and construed in
accordance with the laws of the State of Wisconsin.
26. Entire Agreement. This Lease constitutes the entire agreement
between Landlord and Tenant, and it supersedes any and all prior
understandings or commitments concerning the subject matter of this Lease.
27. Time of the Essence. Time is of the essence with respect to the
performance of each of the covenants and agreements under this Lease.
28. Amendments. This Lease shall not be modified or amended except by a
written instrument executed by Landlord and tenant.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals,
this day and year first written above.
"Tenant"
GULF NORTHERN TRANSPORT, INC.,
a Wisconsin corporation
By: /s/ Danny Pixler
Title: President
"Landlord:
/s/ Danny Pixler
Dan L. Pixler
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Sebrite Insurance Services, Inc.,
a Kentucky corporation
By: /s/ Anthony Huff
Title: Vice President
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EXHIBIT A
Legal Description
Lots 1 and 2 of Wood County Certified Survey Map No. 1502,
recorded in Volume 6 of Surveys, page 1, Wood County Records,
located in the Southwest Quarter of the Northeast Quarter (SW1/2 of
NE1/2) of Section 12, Township 22 North, Range 5 East, in the City
of Wisconsin Rapids, wood County, Wisconsin.
Lots 2 and 3 of Wood County Certified Survey Map No. 2668,
recorded in volume 9 of Surveys, page 268, Wood County Records,
being a part of the Southwest Quarter of the Northeast Quarter (SW1/2
of NE 1-1/4 of Section 12, Township 22 North, Range 5 east, in the City
of Wisconsin Rapids, wood County, Wisconsin.
Lot 1 of Wood County Certified Survey Map No. 3136, recorded in
Volume 11 of Surveys, page 136, Wood County Records, being a part
of the Southwest Quarter of the Northeast Quarter (SW1/4 of NE1/4)
of Section 12, Township 22 North, Range 5 East, being Lot 1 of
Wood Count Certified Survey Map No. 673 and Lots 1 and 2 of
Wood County Certified Survey Map No. 2542, in the City of
Wisconsin Rapids, Wood County, Wisconsin.