Louisiana-East Feliciana Lease - Philip R. Thomas, Wayne Heirtzler Thomas and Thomas Group Inc.
STATE OF TEXAS
COUNTY OF DALLAS
COMMERCIAL LEASE
This lease is entered into, in the presence of the subscribing
witnesses, by:
PHILIP R. THOMAS, whose Tax Identification Number is - - , and
WAYNE HEIRTZLER THOMAS, born Heirtzler, whose Tax Identification Number
is - - , husband and wife domiciled in East Feliciana Parish,
whose present mailing address is Route 2, Box 2300, Ethel, LA 70730;
hereinafter referred to collectively as "OWNER";
who declared that they lease to:
THE THOMAS GROUP, INC., whose Tax Identification Number is 72-0843540,
a Delaware corporation domiciled and doing business in East Feliciana
Parish, authorized to do business in the State of Louisiana,
represented herein by ROBERT C. PEARSON, one of its Vice Presidents and
the Chief Financial Officer, duly authorized, and whose present mailing
address is Route 2, Box 2300, La. Hwy. 956, Ethel, LA 70730, hereafter
referred to as "LESSEE";
the following described property:
A certain tract or parcel of land thereon containing 10.00 acres in
Section 65, Township 3 South, Range 1 East, Greensburg Land District,
East Feliciana Parish, Louisiana, and being more particularly shown as
LOT "A" according to a "Plat showing [the] resubdivision of the 100.42
acre (called 100.00 acre) L(ouis) Andrus tract in Sec. 65, T-3-S,
R-1-E, GLD into [a] 10.00 acre LOT "A" and [a] 90.42 acre LOT "B" for
Philip R. Thomas," by Walter C. Snyder, Registered Land Surveyor, which
said plat of resubdivision is filed of record at Entry No. 130433, of
the official conveyance records of the Parish of East Feliciana; AND
A 20.00 acre portion of a tract of land containing 90.42 total acres in
Section 65, Township 3 South, Range 1 East, Greensburg Land District,
East Feliciana Parish, Louisiana, and being more particularly shown as
a measured portion of LOT "B" containing 20.00 acres according to a
"Plat showing [the] resubdivisions of the 100.42 acre (called 100.00
acre) L(ouis) Andrus tract in Sec. 65, T-3-S, R-1-E, GLD into [a] 10.00
acre LOT "A" and [a] 90.42 acre LOT "B" for Philip R. Thomas, REVISED
1-17-94 TO SHOW IMPROVEMENTS ON LOT A AND [A] 20.00 AC LEASE SITE ON
TRACT B" by Walter C. Snyder, Registered Land Surveyor, which said plat
of resubdivision is filed of record at Entry No. 130433, of the
official conveyance records of the Parish of East Feliciana; a copy of
which revised plat is attached hereto, marked Exhibit "A", WITH THE
LEASE ACREAGE OUTLINED IN RED THEREON.
hereafter referred to as "The Premises," or "The Lease Premises." It being the
intention of the parties hereto that the premises shall contain 30.00 total
acres.
1. USE OF THE PREMISES
1.1 LESSEE'S USE. LESSEE may use the premises as a training center
and conference center for executive officers and other
business persons, as well as for construction of buildings and
other housing for personnel and trainees, and for related
purposes, including but not limited to landscaping and
beautification.
1.2.1 OWNER'S USE. OWNER may enter those portions of the premises
which are not in use by LESSEE, and may use those portions in
any way which does not interfere with Lessee's use of the
premises.
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1.2.2 MINERALS. LESSEE's rights shall be subordinate to OWNER's
right to grant mineral leases of the property and otherwise
utilize the property for mineral purposes, including the
transfer of mineral or royalty interests therein and
utilization of the property with other lands for mineral
purposes; however, in utilization of any such rights, OWNER
shall have no right to use or disturb the surface of the
premises without Lessee's consent.
2. TERM OF LEASE. This lease is for a term of twenty-five (25) years,
beginning on JANUARY 1, 1994, and ending on DECEMBER 31, 2019, subject
to the limitations, terms and conditions set forth hereafter.
2.1 The LESSEE shall have the option to renew this lease for an
additional fifteen (15) years after November 20, 2016,
provided that OWNER shall not have exercised the option set
forth at paragraph 14. LESSEE must provide notice to OWNER and
LESSEE will in good faith negotiate the rental for the option
period. Failure to agree upon a rental for the option period
will cause this lease to be renewed for a five (5) year period
beginning November 21, 2016, at a rental rate of $18,000.00
per year.
2.2 If LESSEE fails to exercise this option to renew, the lease
shall terminate.
2.3 Upon termination of this lease on November 20, 2016, or at the
expiration of the renewal option period if said option is
exercised by LESSEE, all leasehold improvements placed on the
premises by LESSEE at any time and remaining on the premises
at the termination of this lease will revert to the OWNER or
OWNER'S estate.
3. RENTAL. LESSEE shall pay as rental $6,000.00 annually, payable on or
before JANUARY 2, 1994, and on the same succeeding date thereafter.
4. MAINTENANCE OF THE PREMISES. LESSEE acknowledges that the premises are
in good condition, accepts the premises in such condition and agrees to
keep them in such condition during the term of the lease and to deliver
them to OWNER in such condition at the termination of the lease.
5. ADDITIONS TO THE PREMISES. LESSEE may make additions to the premises,
including structures for housing the activities of LESSEE under this
lease. All such improvements shall become the property of OWNER at
termination of the lease without further cost to OWNER, except as
provided in Paragraph 14 hereafter. In case of fire or other casualty
or accident which wholly or partially destroys any additions, LESSEE
shall rebuild such additions as quickly as practicable, and shall not
be entitled to any reduction or remission of rentals during the period
of any rebuilding or construction.
6. DAMAGES AND INJURES; WAIVER AND ASSUMPTION OF LIABILITY. OWNER shall
not be responsible for any damage to LESSEE or to any other person
whatever or for any other loss, injury or damage arising out of the
leased premises or this lease. LESSEE shall hold OWNER free from any
responsibility for injury or damages to LESSEE or to any other person
and to any property of LESSEE or any other person arising from the
condition, state of repair, upkeep or maintenance of the leased
premises, or lack thereof, including that resulting from any vice or
defect of the premises, whether such damage occurs on or off the leased
premises. LESSEE assumes all such liability and shall indemnity and
hold OWNER free from any liability for any such damages or injuries,
including any attorney's fees and costs in defending claims resulting
from such damages or injuries.
7. ASSIGNMENT AND SUBLEASE. LESSEE may not sublease the premises without
OWNER's written consent, but may assign this lease. In the event of
such an assignment, LESSEE shall remain liable to OWNER for all
obligations of LESSEE under this lease, and the assignee shall become
an additional LESSEE for all purposes under this lease.
8. INSURANCE AND TAXES.
8.1 LIABILITY INSURANCE. LESSEE shall furnish a certificate of
insurance showing a policy of comprehensive liability
insurance in effect at all times during the term of this
lease, with policy
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limits of not less than $3,000,000.00 per occurrence for
personal injury and property damage liability, covering all
liabilities assumed by LESSEE herein, and naming OWNER[s] as
additional insureds under the policy and providing in the
policy that OWNER will be notified in advance in the event of
a cancellation or suspension of the policy.
8.2 PROPERTY DAMAGE INSURANCE. LESSEE shall carry comprehensive
property damage insurance, including fire, windstorm, tornado,
explosion and general risk insurance, up to the full insurable
value of all improvements placed on the leased premises.
8.3 WORKERS COMPENSATION. LESSEE shall carry workers' compensation
insurance in not less than the minimum amount necessary to
meet the requirements of the Louisiana workers' compensation
laws.
8.4 AD VALOREM TAXES. LESSEE shall pay all ad valorem taxes on the
leased premises and any improvements thereto.
8.5 FAILURE TO MAINTAIN INSURANCE. In addition to any other
provision or remedy provided herein, if LESSEE fails to obtain
or maintain any insurance required by this lease, or pay any
taxes or other assessments required by this lease, OWNER shall
have the option, after fifteen (15) days' written notice to
LESSEE, to obtain such insurance or pay such taxes or
assessments at LESSEE's cost. Any sums so advanced shall be
secured as rentals due under the terms of this lease and shall
bear interest at the rate of 12% per annum from the date of
the advance.
9. UTILITIES. LESSEE shall pay all charges for utility service to the
premises.
10. DEFAULT.
10.1 The following actions or inactions by LESSEE shall constitute
a default under this lease:
10.1.1 Violation of any covenant, condition or obligation of
this lease;
10.1.2 Disontinuance of use of the premises for the purpose
for which leased, or failure to actively conduct the
business intended under this lease on the leased
premises;
10.1.3 Failure to promptly pay rentals, to provide insurance
required, to pay insurance premiums, or to pay
utility bills or other expenses or obligations of
LESSEE under this lease;
10.1.4 Adjudication of LESSEE as a bankrupt, or appointment
of a receiver or syndic to take charge of the
property or any portion thereof;
10.1.5 Placement of LESSEE in receivership;
10.1.6 Insolvency of LESSEE, or failure of LESSEE in
business;
10.1.7 Use of the premises or any portion thereof for any
unlawful purpose;
10.1.8 Commission or tolerating the commission of any
nuisance or act of waste, or of any act punishable by
penalty, fine or imprisonment under the laws of East
Feliciana Parish, the State of Louisiana or the
United States.
10.2 In the event of default, OWNER, at OWNER's option, may:
10.2.1 Accelerate the rental for the whole of the unexpired
term, which rental shall become immediately due;
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10.2.2 Immediately cancel this lease;
10.2.3 Proceed for collection of past due installments only,
reserving OWNER's right to later proceed for
collection of the remaining installments; or
10.2.4 Re-enter the premises and lease them for such price
and on such terms as may be immediately obtainable,
in OWNER's discretion, and apply the net amount
realized to payment of rent due by LESSEE.
10.3 If OWNER elects to accelerate the rental for the unexpired
term of the lease, then OWNER, at OWNER's option, shall have
the further option to re-enter the premises and to attempt to
lease them for such rental and on such terms as OWNER may be
able to obtain, in reduction of the amount due OWNER, or, if
OWNER is unable to lease the premises, to let the premises 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
the lease, reserving the right to sue thereafter for any
balance remaining due after credit for the rental actually
received or estimated to be received. Any balance thus due
shall be considered rental due under this lease, and shall be
secured by lessor's lien and privilege, with the right of
sequestration. Exercise of this right of re-entry and
privilege to re-let shall not prejudice OWNER's right to hold
LESSEE responsible for any amount due under this lease in
excess of the amount for which the property is re-let.
10.4 If LESSEE fails or refuses to permit OWNER to re-enter the
premises, OWNER may evict LESSEE according to Louisiana law,
including but not limited to applicable provisions of the
Louisiana Code of Civil Procedure, Articles 4701-4735, without
forfeiting any of OWNER's rights under the other terms of this
lease, and OWNER may at the same time or subsequently sue for
any money due or to enforce any other rights of OWNER.
10.5 In the event it becomes necessary for OWNER to evict LESSEE or
to cancel the lease, LESSEE hereby waives the five (5) day
notice to vacate the leased premises provided by Louisiana
Code of Civil Procedure Article 4701, and consents to the
immediate institution of eviction proceedings by OWNER in
accordance with Chapter 2 of Title XI of the Louisiana Code of
Civil Procedure. In either case, LESSEE shall nevertheless
remain responsible for all damages or losses suffered by
OWNER. LESSEE also waives any requirement for putting in
default for any breach of this lease, except as otherwise
provided herein.
10.6 Failure to strictly and promptly enforce the conditions set
forth above shall not operate as a waiver of OWNER's rights.
OWNER reserves the right to enforce prompt payment of rent or
to terminate this lease regardless of any indulgences or
extensions previously granted. OWNER's acceptance of any
rentals in arrears, or after institution of suit shall not
constitute a waiver of notice or suit, or of any other rights
of OWNER.
11. ATTORNEY'S FEES. Should it become necessary for either party to employ
an attorney to enforce any claim or protect any right of either party
arising from this lease, the party whose action or inaction
necessitates such employment shall pay, in addition to any other
charges or amounts due by that party, a reasonable attorney's fee.
12. CHANGES IN LEASE. No change or modification of this lease shall be
binding unless evidenced by an agreement in writing signed both by
OWNER and LESSEE.
13. NOTICES. All notices required to be given under this lease shall be in
writing sent by certified or registered mail, or by private express
courier, or by facsimile (followed by written confirmation delivered
per one of the other enumerated delivery methods), addressed to the
parties at their respective addresses set forth at the beginning of
this lease, or at any change of address given to either party by the
other in writing.
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14. OWNER'S OPTION TO BUY OUT LEASE.
14.1 After nine (9) years from the date of this lease, OWNER may,
by giving one (1) year's notice to LESSEE, purchase LESSEE's
rights under this lease, and terminate the lease, on the
following terms and conditions:
14.1.1 The price for such buy-out shall be the fair market
values of all leasehold improvements placed on the
premises by LESSEE.
14.1.2 After receiving written notice, LESSEE shall have one
(1) year in which to vacate the premises. All
improvements to the premises shall become the
property of OWNER.
15. SUCCESSION IN TITLE. This lease binds each of the parties and their
respective heirs, successors and assigns. All of the terms hereof,
including the provisions against sublease, apply to any persons or
legal entitles claiming by or through either party.
THUS DONE AND SIGNED by the parties in duplicate originals on
_____________________, 1993 at Irving, Texas, in the presence of the
subscribing witnesses.
WITNESSES:
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PHILIP R. THOMAS, OWNER
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WAYNE HEIRTZLER THOMAS, OWNER