Exhibit 10.1
LEASE AGREEMENT
THIS LEASE is made and entered into this 15th day of July, 1995, by and
between SEQUOIA TRUST, a Nevada trust, hereinafter called "Lessor" and ATLANTIC
PACIFIC TRUST, a Nevada Trust, hereinafter called "Lessee".
Lessor, for and in consideration of the covenants and agreements contained
in this Lease, hereby leases to Lessee for the term and purposes hereinafter set
forth, all that certain property sometimes hereinafter referred to as "said
property" in the County of Xxxx, State of California, more particularly
described in Exhibit "A", attached hereto and made a part hereof, and Lessor and
Lessee agree as follows:
Lessor reserves the right to use said property for any and all other
purposes consistent with Lessee's use of said property for the purposes herein
leased.
1. This Lease is made for the sole purpose of exploration, development
and operation of mines, and extraction, reducing, extraction, selling and
shipping any and all precious metals and other commercially valuable substances,
whether similar or dissimilar, hereinafter referred to as "leased substances",
contained therein, subject to the exceptions, reservations, covenants and
conditions in this lease. Lessee shall have the exclusive right to mine for the
leased substances.
2. The term of this Lease shall be from July 15, 1995 to July 15, 2000,
and may be renewed for like terms by mutual consent by Lessee and Lessor, so
long thereafter as leased substances are being mined, processed or marketed from
said property on a continuous basis with no cessation of operations for more
than one hundred twenty (120) consecutive days. Lessee shall pay monthly, to
Lessor, a Lease payment of three thousand ($3,000.00) per month during the term
of this Lease, to paid on the 15th of the month. Additionally, Lessee shall pay
to Lessor an actual royalty payment of twelve percent (12%) of the gross value
of metals and other leased substances recovered from the refining of ores from
said properties on the 1st and the 15th of each month. Actual royalty payments
on other leased substances shall be paid to Lessor in kind or in cash from the
sale of other leased substances.
Lessee shall, within ten (10) days after the expiration of each and every
pay period during the term hereof, pay the additional actual royalties to Lessor
and furnish Lessor full and complete copies of all documents, including
settlement for any ore, mineral, metal or other leased substances disposed of
and also full and complete reports of any reduction works or mill where the ore
may be reduced or treated, for the preceding pay period including but not
limited to the following information:
(a) The disposition made of all ore or minerals mined, together with the
date of shipments, names and addresses of consignees and weights.
(B) The kind, quantity and value of all leased substances extracted and
sold or otherwise disposed of.
Exhibit 10.1
(c) Monthly work progress report indicating all work performed each month.
(d) Lessee shall make available to Lessor, its agents and representatives
copies of all assay reports, drill hole logs and all other data
assembled as an aid in determining the location, quantity and quality
of all mineral deposits (i.e. deposits of leased substances on said
property.)
3. Lessee shall work said property in a manner consistent with good,
prudent economical mining practices, to mine the greatest amount of ore
possible, with due regard to the development and preservation of said property
as a workable mine. Lessee shall perform continuously and diligently in good
faith, in an active and substantial way, exploration and mining work upon said
leased property directed toward the discovery and production of said leased
substances.
4. The obligations of Lessee under this Lease shall be suspended only
while Lessees' compliance is prevented by the elements, accidents, strikes,
lockouts, riots, delays in transportation, inability to secure materials in the
open market, or by any other causes beyond the reasonable control of Lessee
whether similar or dissimilar to the causes specifically mentioned except
government intervention and receiverships caused by government intervention or
bankruptcy. Lessee shall give Lessor prompt written notice of the commencement
and cessation of any such event.
5. Lessee shall keep a full set of accounts, records, and maps showing
location of working places and shall allow Lessor, or its agents or employees,
to examine them from time to time. Lessee shall allow Lessor to enter upon said
property and into any working, xxxxx or reduction works thereon, or wherever
mineral or metal bearing materials from said property may be worked or leased
substances reduced, for the purpose of inspections to ascertain whether the
terms and conditions of this lease are being properly performed, and to take
samples and to make tests and measurements and to affix notices.
6. Lessee shall do any and all work necessary to safeguard against
accidents and to properly conserve said property and leased substances, in a
first-class manner, compatible with safe and economical mining practices, and
Lessee shall keep all workings in which ore is exposed, clear of all loose rock,
earth and rubbish and shall keep all surface openings securely covered or fenced
against livestock and wildlife.
7. In the operation and development of said property, Lessee shall comply
with and observe all applicable laws and governmental rules and regulations
including, but not limited to, Employer's Liability, Workers Compensation,
Worker's Unemployment Insurance and all environmental laws, rules and
regulations. Lessee shall indemnify and hold harmless Lessor from and against
the payment of all damages, claims, costs and expenses due to the existence of
such laws, rules and regulations, and of all claims, costs and expenses in
connection therewith under any claim of subrogation or otherwise. Lessor shall
indemnify and hold harmless Lessee from and against the payment of all damages,
claims, cost and expenses due to any acts or conduct of Lessor or any person
claiming through Lessor, occurring prior to the date the term of this Lease
commences including, but not limited to, any violation of any environmental law,
rule or regulation and in addition, by reason of the existence, as of the date
Exhibit 10.1
of this Lease, of any hazardous or toxic waste on the property.
8. Lessee shall not divert or obstruct any stream of water on said
property, cannot divert any water from said property, except that Lessee may,
subject to existing rights and statutes and regulations, use any unappropriated
water reasonably required for such mining operation. Lessee shall not interfere
with, destroy or remove any fences or on enclosing said property, not leave
gates open, nor interfere with livestock grazing within such enclosures. Lessee
shall no do or suffer to be done in or upon said property any act or thing which
is or may be a nuisance and Lessee shall not use or permit others to use said
property, or any part hereof, for any unlawful or immoral purposes.
9. Lessee may construct, maintain and use such roads, ditches, buildings,
fixtures and machinery on, through and upon Said property as may be necessary or
convenient in carrying on exploration, milling and or mining operation.
10. Lessor may post and maintain upon said property notices of
non-responsibility as provided by law. Lessee shall pay in full all persons who
perform labor or services on, furnish materials joined or affixed to, or provide
equipment for said property, or for the construction, reconstruction, repair or
replacement of any structure or improvement on said property, at Lessee's
instance or request. Lessee shall not permit or suffer liens of any kind of
nature to be enforces against said property for such labor, services, materials
or equipment. Lessor may pay such amount as may be required to release any such
lien or liens, to defend any action brought thereon, or to satisfy a judgment
entered therein. Lessee shall reimburse Lessor for all costs, damages,
reasonable attorney fees and amount paid by Lessor in defending such actions,
releasing said liens or satisfying judgments thereon.
11. Lessee shall pay, prior to delinquency, all tax and assessments levied
and assessed on the mineral and mining rights hereby leased, and on all of
Lessee's personal property and improvements on said property which become a lien
on said property during the term of this Lease, and any and all production or
severance taxes computed or based upon production from said property except
Lessor shall pay all taxes due and payable up on the royalty portion. If Lessee
pays taxes on the royalty portion, Lessee may reimburse itself for such taxes
from the royalties. If not said so paid by Lessee, Lessor may, at its option,
pay such taxes and assessments which are liens on said property, or on the
mineral and mining rights, and any penalties and interest thereon, and Lessee
shall reimburse Lessor on demand in the full amount of such payments. Lessee
shall pay, as and when the same become due and payable, and save and indemnify
Lessor from and against, all taxes and assessments which are assessed and levied
on said property or portion thereof, on all minerals and ores produced therefrom
pursuant to the provisions hereof or on all property or improvements that may be
placed or installed thereon by or under Lessee, during the period this lease
shall remain in effect. In the event that this lease is terminated in whole or
in part prior to the date when taxes and assessments on the said property become
due and payable, Lessee shall, on such termination, pay to Lessor a sum
equivalent to the taxes levies upon the part of said property so terminated for
the first fiscal tax year immediately preceding the current fiscal tax year,
prorated to the date of such termination. Lessee shall not permit or suffer said
property or any part thereof, of any mineral and ores mined therefrom, or any
improvements or personal property thereon, to be sold at any time for such
taxes. Notwithstanding the above provisions, Lessees shall not be liable for any
Exhibit 10.1
taxes and assessments levies upon the rights reserved hereunder by Lessor, its
successors and assigns.
12. Lessor shall not be liable, from any cause whatsoever, for any injury
to or death of any officer, agent or employee of Lessee, or any other person
whomsoever, while upon or in proximity to said property in connection with the
business of Lessee, or for loss or destruction of or damage to any property
owned by or in the custody or control of Lessee or any other person or persons
whomsoever, brought, stored or places upon or in proximity to said property in
connection with the business of Lessee. Lessee hereby releases and discharges
and shall indemnify and save harmless, Lessor from and against any an all
claims, liability, demands, causes of action , costs and expenses for injuries
to or deaths of all persons and loss or destruction of or damage to all
property, caused by or arising out of the exercise of their rights hereunder.
13. Lessor represents to Lessee that the property covered by this Lease is
encumbered by a senior first Trust Deed in the amount of $60,000.00 (sixty
thousand dollars). Lessor agrees to indemnify, save and hold harmless Lessee
from any damage, loss or expense or whatever kind or nature by reason of any
such senior encumbrance, it being understood and agreed that Lessee shall have
no obligation thereof and Lessor covenants to fully and timely perform all
obligations secured thereby.
14. Upon breach by Lessee of any of the terms, covenants conditions of
this Lease and Lessee's failure to remedy the default within thirty (30) days
after written notice from Lessor to do so, then at the option of Lessor, notice
of the exercise of which shall be given to Lessee in writing, this Lease shall
forthwith cease and terminate and all rights of Lessee in and to said property
shall be at an end, whereupon Lessee shall vacate said property and peaceably
surrender possession thereof to Lessor. The waiver by Lessor of any breach of
any covenant or condition thereof shall not be deemed a waiver of any other or
subsequent breach hereof not of any other covenant or condition hereof. The
acceptance of payments hereunder by Lessor shall not be deemed to be a waiver of
any preceding breach by Lessee or any covenant or condition hereof, other than
the failure of Lessee to pay such particular payment so accepted, regardless of
Lessor's knowledge of such preceding breach at the time of acceptance of such
payment.
15. If Lessee is adjudicated as bankrupt, or shall make an assignment for
the benefit of creditors, or file a voluntary petition under any law having for
its purpose the adjudication of Lessee a bankrupt, or the extension of time of
payment, composition, adjustment, modification, settlement or satisfaction of
liabilities of Lessee, or a receiver be appointed for the property of Lessee by
reason of the insolvency of Lessee, notwithstanding anything to the contrary
elsewhere in this Lease, or any stoppage by governmental agencies, or
non-operation on a continuous basis over one hundred-twenty (120) days or any
other government agency taking receivership. Lessor shall have the immediate
right to terminate this Lease and to take exclusive possession of the leased
premises. The acceptance of royalty or other payments hereunder shall not
constitute a waiver of Lessor's right to terminate this Lease as above set
forth.
16. If suit or action is brought to interpret or enforce this Lease, the
prevailing party shall be entitled to be awarded reasonable attorney fees in
Exhibit 10.1
addition to other costs and disbursements allowed by law, including the same
with respect to an appeal.
17. Lessee shall pay to Lessor interest at the rate of two percent (2%)
per month upon any and all amounts whatsoever due under this Lease to Lessor
from the date payment of each such amount is due and owing to Lessor or form the
date of each breach by Lessee of an obligation hereunder, as the case may be, to
the date of receipt by Lessor of each payment of said amounts, unless such
payment is tendered or paid to Lessor within thirty (30) days after the date a
payment is due and owing hereunder to Lessor or the date of such breach, as the
case may be.
18. Any demand, notice or statement herein requested or required to be
given by one party to the other shall be in writing. Delivery of such written
demand, deposited in the United States Mail, with postage thereon fully prepaid,
certified, return receipt requested and addressed to Lessor at 0000 Xxxxx Xxxxx
Xxxx, Xxxxxx, XX, 00000, and the payments by Lessee to Lessor hereunder shall be
made at the above address. Delivery of such demand, notice or statement to
Lessee shall be conclusively deemed sufficient when deposited in the United
States Mail, with postage thereon fully prepaid, certified, return receipt
requested and addressed to Lessee at 0000 Xxxxx Xxxxx Xxxx, Xxxxxx, Xxxx. 00000.
Any party may change by written notice as above provided, the address to which
such demands, notices or statements to such party may be sent and Lessor may
change the address at which payments shall be made by written notice to Lessee.
19. Lessee may at any time surrender- and terminate this Lease, in whole
as to any one or more patented mining claims, upon giving ninety (90) day notice
in writing to Lessor to that effect and paying all royalties and any other sums
due on the property to the date of surrender or termination.
20. Upon termination of this lease in any manner, Lessee shall surrender
and deliver unto Lessor the quiet and peaceful possession of said property in
neat, clean, and safe condition and shall quitclaim to Lessor all of the right,
title and interest of Lessee in said property. Lessee shall provide with each
quitclaim, upon demand by Lessor, a title report issued by a responsible title
company covering the property so quit claimed as of the date of recordation of
the quitclaim. If such title report discloses any encumbrances or liens
affection title to said property done, made or suffered by Lessee, or anyone
claiming under Lessee, Lessee shall take such steps as may be necessary to
extinguish such encumbrances or lien, failing in which Lessor may do so at
Lessee's cost and expense, including reasonable attorney fees, which cost and
expense Lessee shall pay to lessor upon Lease demand. Upon termination of this
Lease, Lessee may remove all machinery, tools appliances and all personal
property placed upon said premises by Lessee, provided no default shall at such
time exist in respect of any payments, or in respect of any covenants,
agreements or conditions to be kept and performed by Lessee; and provided
further that all timbering supports, track, pipe, electrical and paneling within
mines shall be left in good condition when the Lessee may vacate the premises,
or this Lease be terminated; also provided that all machinery, tools,
appliances, and all personal property remaining on said premises thirty (30)
days after the termination (by notice or otherwise) of this Lease, shall become
the property of Lessor and shall not be removed therefrom by Lessee. All
Exhibit 10.1
permanent structures and buildings shall not be removed by Lessee and shall
become the sole property of the Lessor.
21. If there is more than one person named as Lessee, the Lessee's
obligations shall be joint and several and the term "Lessee" wherever used in
this Lease shall, unless otherwise specified, include the plural as well as
singular.
22. This instrument is intended as, and is, a lease. Lessor shall not be
called upon or be required to make any repairs, or .incur any expenses of any
kind or nature upon or in connection with said property for and during the term
of this Lease, but all such expenses shall be borne by Lessee.
23. Lessor shall deliver to Lessee all maps, assay reports, engineering
reports, geological reports and all other documents and information pertaining
to said property within fifteen (15) days after execution of this lease
agreement.
24. Time and specific performance are of the essence of this Lease.
27. Lessee shall not assign this Lease, or any interest therein, without
the prior written consent of Lessor and any attempted assignment without such
consent shall be null and void. The consent to one assignment by Lessor shall
not be deemed to be a consent to subsequent assignment. This Lease shall not,
nor shall any interest therein, be assignable, as the interest of the Lessee, by
operation of law, without the prior consent of Lessor. However, Lessee may
contract with third parties to perform Lessee's obligations under this Lease on
such terms determined by Lessee, without the prior consent of lessor, providing
the third party contractor abides by all of the terms and conditions of this
Lease and that the Lessor is notified in writing of the third party contractor.
28. The provisions contained in this Lease shall inure to the benefit of
and be binding upon the respective heirs, administrators, executors, personal
representatives, successors and assigns of the parties.
IN WITNESS WHEREOF, the parties have executed this Lease agreement as of
the date first herein written.
LESSOR: SEQUOIA TRUST
/s/ Xxxxx X. Pellet
-------------------------------------
Xxxxx X. Pellet, Trustee in Trust
Sequoia Trust
LESSEE: ATLANTIC PACIFIC TRUST
/s/ Xxxxxx X. Xxxxxxxxx
------------------------------------
Xxxxxx X. Xxxxxxxxx, Trustee in Trust
Atlantic Pacific Trust
Exhibit 10.1
RECORDING REQUESTED BY Xxxxx Maple, Assessor-Recorder
CHICAGO TITLE COMPANY Xxxx County Official Records Pages:1
AND WHEN RECORDED MAIL THIS 5/31/1996
DEED AND , UNLESS OTHERWISE DOCUMENT #:0196069954 8:01:00
SHOWN BELOW, MAIL TAX STATEMENT
TO:
NAME:XXXXXXX X. XXXXXXXX & XXXXX
XXXX XXXXXXX, TRUSTEES IN TRUST
OF SEQUOIA TRUST
STREET ADDRESS: 0000 XXXXX XXXXX XXXX
XXXX & XXXXX: XXXXXX, XX 00000
ZIP: Fees....7.00
Taxes...
Other...
Title Order No. B647146 Total Paid...7.00
Grant Deed
------------------------------------------------------------
THE UNDERSIGNED GRANTOR(S) DECLARE(S) DEED TO A TRUST NOT
PURSUANT TO A SALE AND IS
DOCUMENTARY TRANSFER TAX IS $ EXEMPT.
[X] unincorporated area [ ] City of______________
Parcel No. 000-000-00-00
[X] computed on full value of interest or property
conveyed, or
[ ] computed on full value less value of liens
or encumbrances remaining at time of sale, and
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
XXXXX XXXXXXX, A SINGLE WOMAN,
hereby GRANT(S) to
XXXXXXX X. XXXXXXXX AND XXXXX XXXX XXXXXXX, AS TRUSTEES IN TRUST OF THE
SEQUOIA TRUST, BY TRUST INDENTURE DATED JANUARY 10, 1991
the following described real property in the
county of XXXX , state of California:
LOT 39 IN SECTIONS 17 AND 18, (FORMERLY SURVEYED AS IN SECTIONS 7 AND 8 ),
TOWNSHIP 28 SOUTH, RANGE 34 EAST, MOUNT DIABLO MERIDIAN, ALSO KNOWN AS THE
PIUTE QUARTZ MINING CLAIM.
Dated May 30, 1996 /s/ Xxxxx Xxxxxxx
-------------
STATE OF CALIFORNIA
COUNTY OF Xxxx }S.S.
On May 30, 1996 before me,
Xxxxxxx Xxxxxxx
a Notary Public in and for said County and State,
personally appeared Xxxxx Xxxxxxx
WITNESS my hand and official seal (Notary Seal)
/s/ Xxxxxxx Xxxxxxx
Exhibit 10.1
RECORDING REQUESTED BY Xxxxx Maple, Assessor-Recorder
CHICAGO TITLE COMPANY Xxxx County Official Records Pages:1
AND WHEN RECORDED MAIL THIS 5/31/1996
DEED AND , UNLESS OTHERWISE DOCUMENT #:0196069953 8:01:00
SHOWN BELOW, MAIL TAX STATEMENT
TO:
NAME:XXXXXXX X. XXXXXXXX & XXXXX
XXXX XXXXXXX, TRUSTEES IN TRUST
OF SEQUOIA TRUST
STREET ADDRESS: 0000 XXXXX XXXXX XXXX
XXXX & XXXXX: XXXXXX, XX 00000
ZIP: Fees.... 7.00
Taxes...
Other...
Title Order No. B647146 Total Paid... 7.00
Grant Deed
------------------------------------------------------------
THE UNDERSIGNED GRANTOR(S) DECLARE(S) DEED TO A TRUST NOT
PURSUANT TO A SALE AND IS
DOCUMENTARY TRANSFER TAX IS $ EXEMPT.
[X] unincorporated area [ ] City of______________
Parcel No. 000-000-00-00
[X] computed on full value of interest or property
conveyed, or
[ ] computed on full value less value of liens
or encumbrances remaining at time of sale, and
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
XXXXX XXXXXXX, A SINGLE WOMAN,
hereby GRANT(S) to
XXXXXXX X. XXXXXXXX AND XXXXX XXXX XXXXXXX, AS TRUSTEES IN TRUST OF THE
SEQUOIA TRUST, BY TRUST INDENTURE DATED JANUARY 10, 1991
the following described real property in the
county of XXXX , state of California:
LOT 38 IN SECTIONS 18, (FORMERLY SURVEYED AS IN SECTIONS 7), TOWNSHIP 28
SOUTH, RANGE 34 EAST, MOUNT DIABLO MERIDIAN, ALSO KNOWN AS THE OPHIR QUARTZ
MINING CLAIM.
Dated May 30, 1996 /s/ Xxxxx Xxxxxxx
-------------
STATE OF CALIFORNIA
COUNTY OF Xxxx }S.S.
On May 30, 1996 before me,
Xxxxxxx Xxxxxxx
a Notary Public in and for said County and State,
personally appeared Xxxxx Xxxxxxx
WITNESS my hand and official seal (Notary Seal)
/s/ Xxxxxxx Xxxxxxx
Exhibit 10.1
RECORDING REQUESTED BY Xxxxx Maple, Assessor-Recorder
CHICAGO TITLE COMPANY Xxxx County Official Records Pages:1
AND WHEN RECORDED MAIL THIS 5/31/1996
DEED AND , UNLESS OTHERWISE DOCUMENT #:0196069952 8:01:00
SHOWN BELOW, MAIL TAX STATEMENT
TO:
NAME:XXXXXXX X. XXXXXXXX & XXXXX
XXXX XXXXXXX, TRUSTEES IN TRUST
OF SEQUOIA TRUST
STREET ADDRESS: 0000 XXXXX XXXXX XXXX
XXXX & XXXXX: XXXXXX, XX 00000
ZIP: Fees.... 7.00
Taxes...
Other...
Title Order No. B647146 Total Paid... 7.00
Grant Deed
------------------------------------------------------------
THE UNDERSIGNED GRANTOR(S) DECLARE(S) DEED TO A TRUST NOT
PURSUANT TO A SALE AND IS
DOCUMENTARY TRANSFER TAX IS $ EXEMPT.
[X] unincorporated area [ ] City of______________
Parcel No. 000-000-00-00
[X] computed on full value of interest or property
conveyed, or
[ ] computed on full value less value of liens
or encumbrances remaining at time of sale, and
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
XXXXX XXXXXXX, A SINGLE WOMAN, INDIVIDUALLY AND XXXXX X. XXXXXXX, AS
TRUSTEE OF BEDROCK TRUST.
hereby GRANT(S) to
XXXXXXX X. XXXXXXXX AND XXXXX XXXX XXXXXXX, AS TRUSTEES IN TRUST OF THE
SEQUOIA TRUST, BY TRUST INDENTURE DATED JANUARY 10, 1991
the following described real property in the
county of XXXX , state of California:
LOT 37 IN SECTIONS 18, (FORMERLY SURVEYED AS IN SECTIONS 7), TOWNSHIP 28
SOUTH, RANGE 34 EAST, MOUNT DIABLO MERIDIAN, ALSO KNOWN AS THE XXXXXXXXXX
QUARTZ MINING CLAIM.
Dated May 30, 1996 /s/ Xxxxx Xxxxxxx
-------------
STATE OF CALIFORNIA
COUNTY OF Xxxx }S.S.
On May 30, 1996 before me,
Xxxxxxx Xxxxxxx
a Notary Public in and for said County and State,
personally appeared Xxxxx Xxxxxxx
WITNESS my hand and official seal (Notary Seal)
/s/ Xxxxxxx Xxxxxxx
Exhibit 10.1
