Exhibit 10.2
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 AS THE Weldon Research Center, 0000 Xxxxx Xxxxx Xxxx,
Xxxxxx, Xxxxxxxxxx, 00000.
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. 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. 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 each month.
2. Lessee shall do any and all work necessary to safeguard against
accidents and to properly conserve said property, in a first-class manner,
compatible with safe and economical practices, and Lessee shall keep all
premises, clear of all rubbish and shall keep all surface areas fenced or closed
against livestock and wildlife.
3. 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 of this Lease, of any hazardous or toxic waste on the
property.
4. Lessee shall not divert or obstruct any drainage or damage said
property, except that Lessee may, subject to existing rights and statutes and
regulations, use any unappropriated water reasonably required for such
operation. Lessee shall not interfere with, destroy or remove any fences or on
enclosing said property, not leave gates open. Lessee shall not do or suffer to
be done in or upon said property any act or thing which is or may be a nuisance
Exhibit 10.2
and Lessee shall not use or permit others to use said property, or any part
hereof, for any unlawful or immoral purposes.
5. 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 lessees operations.
6. 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 Lessees'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.
7. Lessee shall pay, prior to delinquency, all tax and assessments
levied and assessed on said property 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. 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 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 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 taxers 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, 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 taxes
and assessments levies upon the rights reserved hereunder by Lessor, its
successors and assigns.
8. Lessee shall perform all reporting required on the mill site claims
leased, i.e. said property, and record in the County Record and with the Bureau
of Land Management thirty (30) days prior to the first (1st) day of September of
each and every year and deliver the originals of said proofs of intent to hold
millsites. Lessee shall pay all recording fees, BLM fees, and if any royalties
or other fees imposed by the BLM or any other governmental agency.
9. 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
Exhibit 10.2
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.
10. 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, if any, it being understood and agreed that Lessee shall have no
obligation thereof and Lessor covenants to fully and timely perform all
obligations secured thereby.
11. 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.
12. 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 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.
13. 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
addition to other costs and disbursements allowed by law, including the same
with respect to an appeal.
14. 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.
15. 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,
Exhibit 10.2
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.
16. Lessee may at any time surrender and terminate this Lease, in.
whole upon giving ninety (90) day notice in writing to Lessor to that effect and
paying all sums due on the property to the date of surrender or termination.
17. 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, 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 permanent structures
and buildings shall not be removed by Lessee and shall become the sole property
of the Lessor.
18. 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.
19. 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.
20. 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 assignments This Lease shall
not, nor shall any interest therein, be assignable, as the interest of the
Exhibit 10.2
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
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Xxxxx X. Pellet, Trustee in Trust
Sequoia Trust
LESSEE: ATLANTIC PACIFIC TRUST
/s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx, Trustee in trust
ATLANTIC PACIFIC TRUST
Exhibit 10.2
