L E A S E
THIS LEASE, made and entered into and effective the 29th day of July, 1996,
by and between BITTERROOT INVESTMENTS, L.L.C., a Montana Limited Liability
Company of X.X. Xxx 0000, Xxxxxxxx, Xxxxxxx 00000-0000, hereinafter called the
"LESSOR", AND Xxxxxx Firearms Inc., a Montana corporation, of 0000 Xxx. 00
Xxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000, hereinafter called the "LESSEE",
WITNESSETH:
1. DESCRIPTION: In consideration of the terms and conditions herein
contained, the LESSOR hereby leases unto the LESSEE, and the LESSEE hereby
leases from the LESSOR, that certain property situated in Ravalli County,
Montana, and more particularly described as follows:
See Exhibit "A" attached hereto and by
this reference made a part hereof.
2. TERM and RENTAL: To have and to hold the property for a term of 24
months, beginning July 29, 1996 for a rental to be paid without demand or offset
at $2,475.00 per month for the first 12 months. The rent shall be payable at
Bitterroot Investments, L.L.C., X.X. Xxx 0000, Xxxxxxxx, Xxxxxxx 00000-0000 on
or before the 10th day of each month. This lease may be renewed at the option
of LESSEE for an additional period of 12 months by LESSEE providing written
notice to LESSOR at the above address no less than 30 nor more than 60 days from
the end of the lease term. The amount of rent shall be $3,000.00
3. USE AND INDEMNIFICATION: The property subject hereto shall be used
only for LESSEE'S manufacture and sale of firearms. LESSEE indemnifies and
holds LESSOR harmless of any liability due to LESSEE'S or other's use or
occupancy of the premises.
4. ENJOYMENT: The LESSOR agrees that the LESSEE on payment of the rents
and observing and keeping the terms and conditions of this Lease on its part to
be kept, shall lawfully, peaceably and quietly hold, occupy and enjoy said
premises during the demised terms without hindrance, objection or molestation.
5. UTILITIES and MAINTENANCE: The LESSEE shall pay all expenses of
maintenance and upkeep and utilities prior to delinquency.
6. ACCEPTANCE OF PROPERTY: The LESSEE has personally inspected and
accepts the property in its present condition without representation of any
nature. The LESSOR shall not be liable for any injury to person or property
caused by or resulting from any defects in the property or form any damage or
injury resulting or arising from any other cause or happening whatsoever, unless
said damage or injury be caused by or be due directly to the act or failure to
act of the LESSOR.
7. ALTERATIONS, REPAIRS and SURRENDER: The LESSEE shall not make
any alterations, additions, or improvements to said property without the written
consent of the LESSOR; however, such consent shall not be unreasonably withheld.
LESSEE agrees that it will commit no waste on said premises nor suffer
waste to be committed thereon, and that any improvements now on, or which may be
hereinafter placed on said premises, shall not be removed or destroyed while it
is in possession of said premises; LESSEE shall not make permanent improvements
upon the property without the prior written consent of LESSOR. LESSEE agrees
that such improvements shall be and become the property of LESSOR on termination
of this LEASE, and LESSEE agrees to keep the improvements on said premises in
repair, outside and inside, so as to prevent unreasonable determination of the
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property while it is in possession thereof, ordinary wear and tear excepted.
LESSEE shall be responsible for all repairs and maintenance of the premises,
except for losses covered by causality insurance maintained by LESSOR.
8. INSURANCE: LESSOR to keep premises insured for casualty losses
against loss or damage by fire or other cause in the amount of $300,000.00 and
maintain boiler and other casualty loss with extended coverage in like amounts,
from the effective date of this Lease, payable for benefit of the LESSOR.
LESSEE shall maintain liability insurance coverage of least $1 Million, naming
Lessor as additional insureds. LESSEE agrees that LESSOR is not responsible for
LESSEE'S equipment, inventory, lost profits or any other loss as a result of
calamity or damage to the premises. Nothing in this Lease will prevent LESSEE
from carrying insurance to cover such losses.
In the event of loss to the premises due to fire or other calamity
rendering the premises uninhabitable, either party shall have the right to
terminate this lease on 30 days notice, in which case the termination date will
be effective the date the premises became uninhabitable.
9. REAL PROPERTY TAXES: The LESSOR agrees that it shall pay all real
property taxes incurred during the term of this lease.
10. INSPECTION-PRESERVATION: The LESSEE agrees that the LESSOR and
agents, and other representatives, shall have the right to enter into and upon
said property, or any part thereof, at all reasonable hours for the purpose of
examining the same, or making such repairs or alterations therein as may be
necessary for the safety and preservation thereof, however, the LESSOR shall be
under no obligation to do the same.
LESSEE shall comply with all Federal, State and Local laws and regulations.
Lessee
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shall obtain or maintain all necessary permits for its operations,
including without limitation, permits necessary for the generation, storage, and
disposal of hazardous waste.
LESSEE shall not store any hazardous waste or other by-products of its
operations on the premises for a period of more than 30 days. LESSEE shall
lawfully dispose of all hazardous waste if it does not, then LESSOR may (but is
not required to do so) at LESSEE'S cost.
LESSEE indemnifies and holds LESSOR harmless from all claims, liability,
rights or causes of action, expenses, damages, fines, attorneys fees and costs
arising from the production, use, storage, release, disposal or presence of any
hazardous waste, pollution or contamination of the site or other lands, water or
air by LESSEE or its employees, officers and directors (whether authorized or
not), or those acting at its request or under its direction or control.
11. VIOLATION: It is agreed that time is of the essence of all terms
and conditions of this Lease agreement, and in the event the LESSEE shall fail
to fully pay any rental payment due hereunder when due or the LESSEE shall
breach any other terms or conditions of this Lease, and the LESSEE shall fail to
remedy such default or to discontinue such violation within fifteen (15) days
after a written notice is mailed by LESSOR to LESSEE at the address above, then
LESSEE shall pay to LESSOR in addition to the rental due a penalty in the amount
of One Hundred and no/100 Dollars ($100.00) on the next following day. If the
rent and penalty are not paid on the 30th day after mailing of written notice of
default, then this Lease given herewith shall thenceforth become null, void and
terminated, and the LESSOR, its agents or assigns, may immediately re-enter the
property without further notice or demand and remove all persons therefrom and
repossess itself of said property.
12. ASSIGNMENT AND SUBLEASE: LESSEE may assign this lease or sublease
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the premises or any part thereof only with the prior written consent of Lessor
which shall not be unreasonably withheld.
13. OPTION TO PURCHASE: The LESSOR in consideration of the amount of
One Hundred and no/100 Dollars ($100.00) paid by LESSEE to LESSOR and receipt
of which is hereby acknowledged, does hereby give and grant unto the LESSEE
the right, privilege and option of purchasing the property as follows:
a. The Purchase price to LESSEE shall be determined within sixty (60)
days after the exercise of the option and notice thereof by LESSEE as
set forth below by an appraisal hereto and which appraisal shall be
conducted by an appraiser mutually agreed to by LESSOR and LESSEE,
with the cost of such appraisal to be paid one-half by LESSOR and
one-half by LESSEE.
The One Hundred and no/100 Dollars ($100.00) option money shall be
considered as down payment to LESSOR and shall be credited against
amounts to be paid by LESSOR to LESSEE. Whether LESSEE exercises the
option or not, LESSOR shall be entitled to retain the full amount of
One Hundred and no/100 Dollars ($100.00) option money paid herewith,
or, in the alternative, the parties shall enter into a contract for
deed upon terms mutually agreeable to them.
b. LESSEE shall exercise this option not later than the 10th day of
July, 1998 by providing written notice to LESSOR of the exercise of the
option. Such notice of exercise of the option shall be deemed given
when a notice is placed in the United States Mail, either registered
or certified postage prepaid, and addressed to the LESSOR at the
address set forth on the first page of this Lease and option and
postage prepaid.
c. Should the LESSEE fail to timely exercise this option, or if the
LESSEE should default upon any other term of this lease and option
agreement, this option shall, without notice of any kind, be
terminated and void.
x. XXXXXX may sell in a bona fide arms-length transaction the above
property subject to this lease and option. LESSOR shall provide
written notice to LESSEE at least 45 days prior to closing such a sale
of the property. LESSEE may then exercise its option to purchase by
meeting the same terms and at the same time as the proposed sale and
giving notice of its intention to do so at least 30 days before
closing of the sale. If LESSEE does not exercise this right of first
refusal its option to purchase shall terminate.
14. ATTORNEY FEES AND COSTS: Should it become necessary to institute
an
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action at law because either party shall be in default in the performance of
this agreement, the successful party to such action shall be entitled to
reasonable attorney fees and costs as may be determined by the Court.
15. NOTICE AND SERVICE: Any written notice required to be given herein
shall be considered adequately and sufficiently delivered and served after it
has been properly addressed, to the last known address of either party or any
other person to whom notice is required to be given herein, duly posted and
mailed certified in any United States Post Office.
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IN WITNESS WHEREOF, the parties hereto have signed this instrument the day
and year first above written.
LESSOR:
BITTERROOT INVESTMENT, L.L.C.
By: /s/ Xxxxxxx X. Xxxxxxx
_____________________________
Xxxxxxx X. Xxxxxxx, Member
LESSEE:
XXXXXX FIREARMS, INC.
By: /s/ Xxxx Xxxxxxx
This instrument was acknowledged before me on _________________, 1996 by
___________________.
_________________________________________
Notary Public for the State of __________
Residing at: ____________________________
My Commission Expires:___________________
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EXHIBIT "A"
Description of Property
A tract of land located in and being a portion of the NE Section 21, Township 9
North, Range 20 West, PMM, Ravalli County, Montana, and being more particularly
described as follows:
Commencing at the northeast corner of Section 21; thence S89 DEG. 52'00"
West, 73.49 feet along the north boundary of Section 21 to the true point of
beginning; thence S. 16 DEG. 34'07" West 280.37 feet, N86 DEG. 52'00" West,
430.12 feet to a point on the easterly right xx xxx xx X.X. Xxxxxxx 00;
thence the following 3 courses along the easterly right of way of U.S.
Highway 93: N16 DEG. 34'19" East 252.23 feet, N89 DEG. 38'56" East 31.37 feet
N15 DEG. 33'06" East 2.46 feet to a point on the north boundary of Section
21; thence N. 89 DEG. 52'22" East 405.46 feet along the north boundary of
Section 21 to the true point of beginning, and all according to Certificate
of Survey No. 1453.
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