Exhibit 10.1
L E A S E
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STATE OF ALABAMA )
COUNTY OF XXXXXXX )
THIS LEASE, made and entered into by and between Blythe Metals Sources,
Inc., an Alabama Corporation, hereinafter called the "Lessor" and Oretech, Inc.,
a Nevada Corporation, hereinafter called the "Lessee":
W I T N E S S E T H
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1.
The Lessor, for and in consideration of the rents, covenants,
agreements, and stipulations hereinafter mentioned, reserved, and contained, to
be paid, kept and performed by the Lessee, has leased and rented, and by these
presents does lease and rent, unto the said Lessee, and said Lessee hereby
agrees to lease and take upon the terms and conditions which hereinafter appear,
the following described property (hereinafter called "premises"), to-wit:
000 XXXXX XXXXX XXXX, XXXXXX XXXX, XXXXXXX XXXXXX, XXXXXXX WHICH
INCLUDES A 5000 SQUARE FOOD BUILDING AND APPROXIMATELY ACRES
AS SHOWN UPON EXHIBIT "A", ATTACHED HERETO AND INCORPORATED HEREIN
BY REFERENCE.
2.
To have and to hold the same for a term commencing on September 1, 2004
and ending on the first day of September, 2005, at midnight, unless sooner
terminated as hereinafter provided.
3.
Lessee shall pay to the Lessor, at the office of the Lessor as
hereinafter provided, promptly on the first day of each month, in advance,
during the term of this lease, a monthly rental of three thousand, seven hundred
Dollars ($ 3,700.00).
4.
Lessee accepts the premises in "As Is" condition. Lessor need not
provide any repairs or improvements before the lease term begins. Lessee accepts
the leased premises in their present condition as suited for the uses intended
and shall, at its own expense, keep and maintain the premises and appurtenances
and every part thereof in good order and repair.
Lessee also agrees to keep all fixtures pertaining to heating, air
conditioning, water, sewer, electricity and sprinkler systems, if any, in good
order and repair and agrees also that it shall be liable for any damage to such
systems. Lessee agrees that all systems are presently in good working order and
that any additions, improvements or repairs thereto shall be at the sole expense
of the Lessee and shall become the property of the Lessor at the end of the term
of this Lease. Lessee agrees to return said premises to Lessor at the expiration
of this Agreement in as good condition and repair as when first received,
natural wear and tear alone accepted. Lessee shall not, without first obtaining
the written consent of Lessor, make any alterations, additions or improvements,
in, to or about the premises. Lessee shall not unreasonably withhold consent for
improvements.
At any time prior to the termination of the Lease, Lessee may remove
any of its alterations or improvements, as long as Lessee repairs any damage and
restores the premises to its original condition prior to said alterations and
improvements being installed.
Lessee will make and maintain all necessary repairs to the roof,
structural components, exterior walls and interior walls of the premises. Lessee
will clean and maintain the parking areas, yards, grass areas and exterior of
the premises so that the premises will be kept in a safe and attractive
condition.
5.
Lessee shall pay all water, gas, electricity, fuel, light, heat, sewer
and power for the leased premises, or used by Lessee in connection therewith,
promptly as they shall become due. If Lessee shall fail to the same and Lessor
is required to pay the same, Lessee shall reimburse Lessor for any and all such
sums paid.
6.
Lessee will use the premises for the following business purpose:
Processing of ore, and Research and Development
Premises shall not be used for any illegal purpose nor in any manner to
create a nuisance and trespass nor in any manner to vitiate the insurance nor in
any manner to increase the rate of insurance on the premises.
This premise shall not be used for storage of hazardous waste
materials. If any of the supplies stored by Lessee on the premises are
classified as hazardous materials, Lessee shall store said materials in
compliance with local, State and Federal laws and regulations and Lessee shall
take all precautions to prevent any spillage or leakage of hazardous materials.
Lessee shall not allow any lien or other title encumbrance to be placed on the
property as a result of the storage of hazardous materials. For the purpose of
this section, the term hazardous materials does not include explosives, the same
being specifically prohibited on the premises.
Lessee shall indemnify Lessor for any cost or expenses incurred by
Lessor for the clean up of any hazardous materials of the Lessee.
Lessor represents that the premises have not been used for the storage
or disposal of any toxic or hazardous substance and Lessor has received no
notice from any governmental authority concerning removal of any toxic or
hazardous substance from the property.
Lessee agrees that hazardous materials are not required in its business
and that the same will not be brought, stored or delivered to premises.
7.
Lessee agrees to pay any and all real estate ad valorem taxes and
personal property taxes on the leased premises as and when they become due.
Lessor agrees to furnish copies of the tax bills to Lessee as soon as they are
received by him to facilitate being paid in a timely manner.
8.
Lessee shall maintain, in full force and effect, at all times, hazard
insurance with extended coverage on the building in the minimum amount of
$500,000.00. Lessee shall have Lessor named as an additional insured in said
policy. Lessee shall also maintain in full force and effect at all times
liability insurance against the claims of all persons whomsoever for injuries to
persons or property, in an amount not less than $500,000.00 for any person, and
not less than $1,500,000.00 for any one accident to insure Lessor against any
and all claims of persons or property while on the premises. The Lessor shall be
a named insured in said insurance policy and a certificate of such insurance
shall be delivered to the Lessor and a certificate showing insurance coverage to
be current shall be furnished to Lessor upon the expiration of any policy. At
Lessor's request, Lessee shall cause an additional certificate of insurance to
be issued to any Mortgagee or Lender of the Lessor. If Lessee shall fail to
obtain insurance and Lessor obtains the same, Lessee shall promptly reimburse
Lessor all amounts paid plus ten percent (10%) to cover time and trouble of
Lessor in obtaining the same.
9.
Lessee shall comply with all statutes, ordinances and requirements of
all municipal, state and federal authorities now in force, or which may
hereafter be in force, pertaining to the premises, occasioned by or effecting
the use thereof by Lessee.
10.
Lessee shall not assign this lease or sublet any portion of the
premises without the prior, written consent of the Lessor, which shall not be
unreasonably withheld. Any such assignment or subletting without consent shall
be void and, at the option of the Lessor, may terminate this lease. In the event
Lessor consents to a sublease, Lessee shall remain liable for the remaining term
of this Lease unless Lessor specifically releases Lessee from liability in
writing.
11.
If the premises are totally destroyed or made wholly untenantable by
storm, fire, lightning, earthquake or other casualty, this Lease shall terminate
as of the date of such destruction, and rental shall be accounted for as between
Lessor and Lessee as of that date. If premises are damaged but not wholly
destroyed by any of such casualties, rental shall xxxxx in such proportion as
use of the premises has been destroyed, and Lessor shall restore premises to
substantially the same condition as before damage as speedily as practicable,
whereupon full rental shall recommence.
12.
If the whole of the leased premises, or such portion thereof as will
make premises unusable for the purposes herein leased, by condemned by any
legally constituted authority for any public use or purpose, then in either of
said events, the term hereby granted shall cease from the time when possession
thereof is taken by public authorities, and rental shall be accounted for as
between Lessor and Lessee as of that date. Such termination however, shall be
without prejudice to the rights of either Lessor or Lessee to recover
compensation and damage caused by condemnation from the condemnor. It is further
understood and agreed that neither the Lessee nor Lessor shall have any rights
in any award made to the other by any condemnation authority.
13.
Before starting a legal action to recover possession of the premises
based on Lessee's default, Lessor will notify Lessee in writing of the default.
Lessor will take legal action only if Lessee does not correct the default within
ten days after written notice is given or mailed to Lessee.
14.
As long as Lessee is not in default under the terms of this lease,
Lessee will have the right to occupy the premises peacefully and without
interference.
15.
If Lessee remains in possession after this lease ends, the continuing
tenancy will be from month to month.
16.
It is mutually agreed that in the event the Lessee shall default in the
payment of rent herein reserved, when due, and fails to cure said default within
five (5) days after written notice thereof from Lessor; or if Lessee shall be in
default in performing any of the terms or provisions of this Lease other than
the provision requiring the payment of rent, and fails to cure such default
within thirty (30) days after the date of receipt of written notice of default
from Lessor; or if Lessee is adjudicated bankrupt; or if a receiver is appointed
for Lessee's property and such receiver is not removed within sixty (60) days;
or if, whether voluntarily or involuntarily, Lessee takes advantage of any
debtor relief proceedings under any present or future law, whereby the rent or
any part thereof is, or is proposed to be, reduced or payment thereof deferred;
or if Lessee makes an assignment for benefit of creditors; or if Lessee's
effects should be levied upon or attached under process against Lessee, not
satisfied or dissolved within thirty (30) days; then, and in any of said events,
Lessor, at his option, may at once or within six (6) months thereafter (but only
during continuance of such default or condition), terminate this lease by
written notice to Lessee; whereupon this lease shall end. After an authorized
assignment or subletting of the entire premises covered by this lease, the
occurring of any of the foregoing defaults or events shall affect this lease
only is caused by, or happening to, the assignee or sublessee. Any notice
provided in this paragraph may be given by Lessor, or his attorney. Said notice
shall be given to Lessee at the address of the leased property. Upon such
termination by Lessor, Lessee will at once surrender possession of the premises
to Lessor and remove all of Lessee's effects therefrom; and Lessor may forthwith
re-enter the premises and repossess himself thereof, and remove all persons and
effects therefrom, using such force as may be necessary without being guilty of
trespass, forcible entry or detainer or other tort.
17.
Lessor, as Lessee's agent, without terminating this lease, upon
Lessee's breaching of this contract, may at Lessor's option enter upon and rent
premises at the best price obtainable by reasonable effort, without
advertisement and by private negotiations and for any term Lessor deems proper.
Lessee shall be liable to Lessor for the deficiency, if any, between Lessee's
rent hereunder and the price obtained by Lessor on reletting.
18.
Lessor may card premises "For Rent" or "For Sale" thirty (30) days
before the termination of this Lease. Lessor may enter the premises at
reasonable hours to exhibit same to prospective purchasers or tenants and to
make repairs required of Lessor under the terms hereof, or to make repairs to
Lessor's adjoining property, if any.
19.
Lessee's rights shall be subject to any bona fide mortgage or deed to
secure debt which is now, or may hereafter be, placed upon the premises by
Lessor.
20.
If any rent owing under this lease is collected by or through an
attorney at law, Lessee agrees to pay fifteen percent (15%) thereof as
attorney's fees, plus all other costs of collection. Lessee waives all homestead
rights and exemptions which it may have under any law as against any obligation
owing under this Lease. Lessee hereby assigns to Lessor its homestead and
exemption.
21.
The parties hereto agree, whenever so requested in writing by the other
party hereto, to acknowledge in writing that the other party is not in default,
to the best of his knowledge or belief, under the terms of this Lease and that
the Lease is in full force and effect as herein written or as it may have been
modified and amended in writing by the parties hereto. Such acknowledgment shall
be in the form of an Estoppel Certificate reasonable acceptable to such other
party.
22.
All rights, powers and privileges conferred hereunder upon parties
hereto shall be cumulative but not restrictive to those given by law.
23.
No failure of Lessor to exercise any power given Lessor hereunder, or
to insist upon strict compliance by Lessee with his obligation hereunder, and no
custom or practice of the parties at variance with the terms hereof shall
constitute a waiver of Lessor's right to demand exact compliance with the terms
hereof.
24.
TIME IS OF THE ESSENCE OF THIS AGREEMENT
25.
"Lessor", as used in this lease, shall include first party, his heirs,
representatives, assigns and successors in title to premises. "Lessee" shall
include second party, its successors and assigns, and if this lease shall be
validly assigned or sublet, shall include also Lessee's assignees or
sub-lessees, as to premises covered by such assignment or sublease. "Lessor" and
"Lessee" include male and female, singular and plural, corporation, partnership
or individual, as may fit the particular.
26.
This lease contains the entire agreement of the parties hereto and no
representations, inducements, promises or agreements oral or otherwise, between
the parties, not embodied herein, shall be of any force or effect.
27.
This lease shall be binding on and inure to the benefit of the parties
hereto and their respective heirs, executors, administrators, successors and
assigns.
28.
The laws of the State of Alabama shall govern the enforcement of this
Lease.
29.
All notices required hereunder must be in writing. Notices may be
delivered to Lessor and Lessee at the addresses contained herein or to any new
address that a party designates in writing. Notices may be delivered in person,
by certified mail or by overnight courier to Lessor at:
Blythe Metals Sources, Inc
X.X. Xxx 0000
Xxxxxx Xxxx, XX 00000-0000
or to Lessee at:
Oretech, Inc
X.X. Xxx 0000
Xxxxxxxx, XX 00000
30.
The parties may sign several identical counterparts of this Lease. Any
fully signed counterpart shall be treated as an original. If any court
determines that any provision of this Lease is invalid or unenforceable, any
invalidity or unenforceability will only affect that provision and will not make
any other provision of this Lease invalid or unenforceable and shall be
modified, amended or limited only to the extent necessary to render it valid and
enforceable.
31.
In the event Blythe Metals Sources, Inc. should receive an offer to
purchase subject premises from another party, or in the event Blythe Metals
Sources, Inc. should decide to sell subject premises, Blythe Metals Sources,
Inc. hereby grants to Oretech, Inc. a first right of refusal on the premises. In
the event of any offer to purchase or contract, Blythe Metals Sources, Inc.
shall submit a copy of said contract to Oretech, Inc. and Oretech, Inc. shall
have ten (10) days within which to match said offer on the same terms and
conditions. Otherwise, this right of refusal shall become void.
IN WITNESS WHEREOF, Lessor and Lessee have caused these presents to be
executed for them and on their behalf, by their duly authorized officers and
have caused their respective Corporate Seals to be hereto affixed, as of this
1st day of September, 2004.
"LESSOR":
Blythe Metals Sources, Inc.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, its President
"LESSEE":
ORETECH, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx, CEO
