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LEASE AGREEMENT GOVERNMENT OF THE VIRGIN ISLANDS DEPARTMENT OF PROPERTY AND PROCUREMENT And XXXXXXXXXXXXXXXXX PREMISES: XXXXXXXXXXXXX, XXXXXXX Quarter, St. Croix, Virgin Islands, consisting of XXXXX U.S. sq. ft. or XXXXX U.S. acre of unimproved land more-or-less. TABLE OF CONTENTS Article I 1.01 Premises .............................................................................................................1 1.02 Use ......................................................................................................................1 Article II 2.01 Term ....................................................................................................................1 2.02 Failure to Give Possession .................................................................................1 2.03 Holding Over ......................................................................................................1 Article III 3.01 Annual Rent ........................................................................................................2 3.02 Late Payment Charges .......................................................................................3 Article IV 4.01 Improvements .....................................................................................................3 4.02 Title to Improvements ........................................................................................3 4.03 Location and Improvements ..............................................................................3 4.04 [Reserved] ...........................................................................................................3 4.05 Repairs by Lessee ..............................................................................................3 4.06 Failure of Lessee to Repair ................................................................................3 4.07 Excavation and Sorting ......................................................................................3 Article V 5.01 Mechanic’s Lien..................................................................................................4 Article VI 6.01 Liability Insurance .............................................................................................4 6.02 Indemnity ............................................................................................................5 6.03 Non-Liability.......................................................................................................5 6.04 Fire and Extended Coverage by Lessee ..............................................................5 6.05 Environmental Pollution Coverage .....................................................................5 Article VII 7.01 Access to Premises ..............................................................................................5 7.02 Easement for Pipes and Water Storage Tank Facility ........................................5 Article VIII 8.01 Notice of Condemnation ....................................................................................6 8.02 Rights of Lessor and Lessee ...............................................................................6 8.03 Taking of Leasehold ...........................................................................................6 8.04 Total Taking .....................................................................................................6 8.05 Partial Taking ......................................................................................................6 TABLE OF CONTENTS (CONT’D) Article IX 9.01 Cancellation .......................................................................................................6 9.02 Termination .........................................................................................................7 9.03 Repossessing and Reletting ................................................................................7 9.04 Assignment and Transfer ...................................................................................8 9.05 Subleasing ...........................................................................................................8 Article X 10.01 Notices ................................................................................................................8 10.02 Non-discrimination ............................................................................................ 8 10.03 Officials not to Benefit .......................................................................................9 10.04 Agreement made in the Virgin Islands ...............................................................9 10.05 Counterparts .......................................................................................................9 10.06 Cumulative Rights and Remedies ......................................................................9 10.07 Interpretation .......................................................................................................9 10.08 Agreement made in Writing ...............................................................................9 10.09 Paragraph Headings ............................................................................................9 10.10 Invalidity of Illegality of Provisions ...................................................................9 10.11 Successors and Assigns.......................................................................................9 10.12 Broker ................................................................................................................9 10.13 Approvals Required ............................................................................................9 10.14 Entire Agreement ................................................................................................9 10.15 Conflict of Interest ............................................................................................10 10.16 Rights of Holder of the Leasehold Mortgage ...................................................10 10.17 Compliance with Laws .....................................................................................11 10.18 Waiver ..............................................................................................................11 10.19 Enforcement of Lease Terms ............................................................................11 10.20 Acknowledgement ............................................................................................12 LEASE AGREEMENT THIS LEASE made this ______ day of ____________, CURRENT YEAR, by and between the GOVERNMENT OF THE VIRGIN ISLANDS, acting through its Commissioner of Property and Procurement, (hereinafter “Lessor” or “Government”) and XXXXXXX whose mailing address is P.O. Box XXXX, St. Croix, U.S. Virgin Islands 008XX, (hereinafter “Lessee”). WITNESSETH: In consideration of the mutual covenants and agreements herein set forth it is hereby agreed: ARTICLE I PREMISES AND USE 1.01 Premises: The Lessor hereby leases to the Lessee and the Lessee hires and takes from the Lessor Parcel No. XXXX Estate XXXX, XXXX Quarter, St. XXXX, United States, Virgin Islands consisting of XXXX U.S. sq. ft. or XXXX U.S. acre(s) of land more-or- less, which is zoned “P” (hereinafter the “Premises”). The aforesaid Premises is shown on (OLG OR PWD) Drawing No. XXXXX a copy of which is attached and made a part hereof as Exhibit “A.” 1.02 Use: The Lessee shall use the hereby Premises to operate _____________, and for other related purposes. Said use is contingent on the Lessee obtaining and maintaining the required permits, licenses, and any required rezoning of the Premises to a zoning designation compatible to the operation of same, as required in Paragraph 10.17. ARTICLE II TERM 2.01 Term: The term of this Lease shall be for a period of one (1) year commencing on the first (1st) day of the month following approval by the Governor of the Virgin Islands (“Commencement Date”). 2.02 Failure to Give Possession: The Lessor shall not be liable for failure to give possession of the Premises upon the Commencement Date by reason of the fact that the Premises are not ready for occupancy, or due to prior lessee wrongfully holding over or any other person wrongfully in possession of the Premises; in such event the rent shall not commence until possession is given or is available, but the term herein granted shall not be extended. 2.03 Holding Over: If Lessee remains in possession of the Premises after expiration of the term hereof, without Lessor’s express consent and without any distinct agreement between Lessor and Lessee, Lessee shall become a month-to-month Lessee and there shall be no renewal of this Lease by operation of law. During the period of any such XXXXXXX Parcel No. XXXX XXXX Quarter St. (Thomas or Croix), Virgin Islands P a g e 2 holding over, all provisions of this Lease shall be and remain in effect except the rent provisions. The rent during this hold over period shall be two hundred percent (200%) of the rent payable for the last calendar month of the term of this Lease, including renewals or extensions. The inclusion of the preceding sentence in this Lease shall not be construed as Lessor’s consent for Lessee to hold over. ARTICLE III RENT 3.01 Annual Rent: The Lessee shall pay to the Lessor an Annual Rent of XXXXX Thousand XXX Hundred XXX Dollars and Zero Cents ($XXX.XX) payable in equal monthly installments of XXX Hundred XXXX Dollars and Zero Cents ($XXX.XX) during the term of this Lease. The Annual Rent shall commence on the first (1st) day of the month after approval by the Governor of the Virgin Islands. Payment of Annual Rent shall be made in equal monthly installments in advance on the first (1st) day of every month during the term thereof, without any previous demand by Lessor, provided, however, if possession of the Premises is granted to the Lessee at a date after the first (1st) of the month, then in such event the rent for such first (1st) month shall be prorated. The Annual Rent shall be paid at Lessor’s office at (8201 Subbase Suite 4, St. Thomas, Virgin Islands, 00802 or 3274 Estate Richmond, Christiansted, St. Croix, U.S. Virgin Islands 00820), together with any other sum due as additional rent as provided herein. 3.02 Construction Period Rent (IF NEEDED: BY A CASE BY CASE BASIS): Lessee should be required to pay reduced rent during the Construction Period of six (6) months. The Construction Period is hereinafter defined in Paragraph 4.01 and Lessee shall be required to make reduced rent payments as follows: A. Lessee shall be required to pay XXX Thousand XXX Hundred and Zero Cents ($X,XXX.00) for months XXX (XX) through XXX (XX) of this Lease. Any installment of Construction Period rent not received by the tenth (10th) day after the day when payment is due should bare interest at the rate of ten percent (10%) per month from the date when the same was due. The Construction Period rent will not be available or extended beyond the Construction Period of six (6) months. Should all of the Improvements stated in Paragraph 4.01 be completed prior to the time allotted for the Construction Period the Annual Rent in Paragraph 3.01 will commence. 3.03 Late Payment Charges: Lessee acknowledges that late payment by Lessee to Government of rent and other charges provided for under this Lease will cause Government to incur costs not contemplated by this Lease, the exact amount of such cost, includes without limitation, processing, and accounting charges. Therefore, if any installment of rent or any other charge due from Lessee is not received by Government within ten (10) days of the date due, Lessee shall pay to Government an additional ten XXXXXXX Parcel No. XXXX XXXX Quarter St. (Thomas or Croix), Virgin Islands P a g e 3 percent (10%) of the amount owed for monthly rent or any other charges, including but not limited to repair costs and attorney’s fees, as a late charge. The parties agree that this late charge represents a fair and reasonable estimate of the costs that Government will incur by reason of the late payment by Lessee. Acceptance of any late charge shall not constitute a waiver of Lessee’s default with respect to the overdue amount, nor prevent Government from exercising any of the other rights and remedies available to Government. ARTICLE IV IMPROVEMENTS 4.01 Improvements: Lessee shall not erect any improvements on the Premises or alter the Premises in any way without the prior written consent obtained in each-and-every case from the Commissioner of Property and Procurement in addition to any require license, permits and rezoning. Lessee agrees to keep the said Premises and appurtenances as repaired, in a clean and tenantable condition, and to return said Premises to Lessor upon the expiration or other termination of this Lease, in as good condition as it was since the last repairs were made, less reasonable wear and tear from intervening use. 4.01 Improvements (IF NEEDED: BY A CASE BY CASE BASIS): As a part of the consideration for this agreement, the Lessee shall provide at its own cost and expense the following Improvements (the “Improvements”) owned by Lessee at an estimated cost of XXX Hundred XXXX Thousand Dollars and Zero Cents ($XX,XXX.00) which is subject to the prior written consent obtained in each-and-every case from the Commissioner of Property and Procurement in addition to any require license, permits and rezoning: LIST OF IMPROVEMENTS 1. XXXXXXXX; 2. XXXXXXXX; 3. Lessee shall apply for a zoning change or use variance to facilitate the uses in Paragraph 1.02 of this Lease. There processing of the multi-year Lease is contingent on Lessee receiving the zoning change or use variance for the Premises. (IF REZONING IS REQUIRED) Lessee agrees to keep the said Premises and appurtenances as repaired, in a clean, sightly, and tenantable condition, and to return said Premises to Lessor upon the expiration or other termination of this Lease, in as good condition as it was since the last repairs were made, less reasonable wear and tear from intervening use. 4.02 Title to Improvements: At the conclusion of this Lease or if renewed, any renewal, title to any structure or improvement by Lessee which is attached to the realty shall vest in XXXXXXX Parcel No. XXXX XXXX Quarter St. (Thomas or Croix), Virgin Islands P a g e 4 the Lessor. Furniture or other personal items, if not removed from the Premises prior to termination shall become the property of the Lessor. 4.03 Location and Improvements: In the event Lessor consents to the erection of improvements, said improvements will be located at XXXXXXXXXXXXX Virgin Islands. 4.04 [Reserved]. 4.05 Repairs by Lessee: Lessee shall at its own cost and expense, make all repairs, structural or otherwise to the interior and exterior of said Premises. Repairs, as used herein shall mean all repairs, replacements, renewals, alterations, additions, improvements, and betterment. The provisions of this Paragraph shall not apply in the case of damage or destruction by fire or other insured casualty or by eminent domain, in which event the obligations of the Lessor and Lessee shall be controlled as hereinafter provided. 4.06 Failure of Lessee to Repair: In the event the Lessee, after it shall have been given a twenty (20) day notice (except in a case of emergency in which event reasonable notice under the circumstances shall be sufficient), refuses and neglects to make any repair for which it is responsible, or if repair is necessitated by reason of the Lessee’s negligent acts or omissions, then the Lessor may make such repairs. Lessor shall not be responsible for any loss, inconvenience or damage resulting to Lessee because of Lessor’s repair. The cost of such repairs by Lessor, together with interest at the rate provided in Paragraph 3.02 shall be paid by the Lessee as additional rent. 4.07 Excavation and Sorting: If any excavation shall be made or contemplated to be made for building or other purposes upon property or streets adjacent to or nearby the Premises, Lessee either: a. shall afford to the person or persons causing or authorized to cause such excavation the right to enter upon the Premises for the purpose of doing such work as such person or persons shall consider to be necessary to preserve any of the walls or structures of the improvements on the Premises from injury or damage and support the same by proper foundation, or b. shall, at the expense of the person or persons causing or authorized to cause such excavation, do or cause to be done all such work as may be necessary to preserve any of the walls or structures of the improvements on the Premises from injury or damages and to support the same by proper foundations. Lessee shall not by reason of any such excavation or work, have any claim against Lessor for damages or indemnity or for suspension, diminution, abatement, or reduction of rent under this Lease. XXXXXXX Parcel No. XXXX XXXX Quarter St. (Thomas or Croix), Virgin Islands P a g e 5 ARTICLE V MECHANIC’S LIEN 5.01 Mechanic’s Lien: Nothing contained in this Lease shall be deemed, construed or interpreted to imply any consent or agreement on the part of Lessor to subject Lessor’s interest or estate to any liability under any mechanic’s lien. Should any notice of intention to file a lien under Title 28, Chapter 12 of the Virgin Islands Code or any mechanics or other lien be filed against the property of the Lessor, for any work, labor, services or materials performed at or furnished to the Premises for or on behalf of the Lessee or anyone holding any part of the Premises through or under Lessee, Lessee shall cause the same to be cancelled and discharged of record by payment, bond or order of a court of competent jurisdiction within thirty (30) days after notice by Lessor to Lessee. If Lessee fails to discharge said lien then the Lessee shall forthwith reimburse the Lessor the total expenses incurred by the Lessor in discharging the said lien, as additional rent hereunder. ARTICLE VI INSURANCE AND INDEMNITY 6.01 Liability Insurance: Lessee shall, during the term thereof, keep in full force and effect a policy of public liability and property damage insurance in which the limits of public liability shall be no less than One Million Dollars ($1,000,000.00) property damage, One Million Dollars ($1,000,000.00) for one person injured or killed and One Million Dollars ($1,000,000.00) for any number of persons injured or killed in any one accident. All, of said insurance shall be in a form satisfactory to Lessor and shall provide that it shall not be subject to cancellation, termination, or change, except after thirty (30) days prior written notice to Lessor, Lessee shall furnish Lessor, or Lessor’s designee, with a certificate of insurance evidencing the coverage required hereunder on the day Lessee commences occupancy or work in or about the premises herein leased. All such policies shall name the Lessor as additional insured for the full insured amount. 6.02 Indemnity: Lessee agrees to indemnify and hold Lessor harmless from and against any and all claims and demands (unless resulting from the negligence of the Lessor, its agents, contractors, servants or employees) for or in connection with, any accident, injury or damage whatsoever caused to any person or property arising, directly or indirectly, out of the business conducted on the Premises leased herein or occurring in, on or about said Premises or any adjacent area under the control of the Lessee or arising directly or indirectly, from any act or omission of Lessee or subtenant or their respective servants, agents, employees, or contractors, and from and against any and all costs, expenses and liabilities incurred in connection with any such claim or proceeding brought thereon. 6.03 Non-Liability: Lessor shall not be responsible or liable to Lessee for any loss or damage that may be occasioned by the acts or omissions of persons occupying any property adjacent to or adjoining the Premises, or any part thereof, or for any loss or damage XXXXXXX Parcel No. XXXX XXXX Quarter St. (Thomas or Croix), Virgin Islands P a g e 6 resulting to Lessee or its Premises from water, gas, steam, fire or the bursting, stoppage, or leaking of pipes, provided such loss or damage is not occasioned by the negligence of Lessor or its agents, contractors, or employees. 6.04 Fire and Extended Coverage by Lessee: Lessee shall keep all buildings on the Premises insured against loss or damage by fire, windstorm, and earthquake with the usual extended coverage endorsements, in amounts not less than eighty percent (80%) of the full insurable value thereof, above foundation walls. A copy of all insurance policies shall be delivered to the Lessor within twenty (20) days of the Commencement Date of this Lease or within twenty (20) days of Lessee’s receipt of its Occupancy Certificates for the Premises. All policies shall name the Lessor as additional loss payee. 6.05 Environmental Pollution Coverage (OPTIONAL): Lessee shall during the term thereof for its operations, keep in full force and effect pollution insurance with policy limits of not less than One Million Dollars ($1,000,000.00). A copy of all insurance policies shall be delivered to the Lessor within twenty (20) days of the commencement date of this Lease. ARTICLE VII ENTRY BY LESSOR 7.01 Access to Premises: Lessor or Lessor’s agents shall have the right to enter upon the Premises at all reasonable times to examine the same and to show them to prospective purchasers, lenders, or lessees. 7.02 Easement for Pipes and Water Storage Tank Facility: Lessee shall permit Lessor or its designees to erect, use, maintain and repair pipes, water storage tank facility, cables, and wires, on or through the Premises as and to the extent that Lessor may or hereafter deem to be necessary or appropriate. All such work shall be done, so far as practicable, in such manner as to avoid interference with Lessee’s use of the Premises. ARTICLE VIII CONDEMNATION 8.01 Notice of Condemnation: The party receiving any notice of the kind specified below which involves the Premises shall promptly give the other party notice of the receipt, contents, and date of the notice received, which shall include: a. Notice of Intent of Taking. b. Service of any legal process relating to condemnation of the Premises for improvements. XXXXXXX Parcel No. XXXX XXXX Quarter St. (Thomas or Croix), Virgin Islands P a g e 7 c. Notice in connection with any proceedings or negotiations with respect to such a condemnation. 8.02 Rights of Lessor and Lessee: Lessor and Lessee shall each have the right to represent its respective interest in each proceeding or negotiation with respect to a taking or intended taking and to make full proof of its claims. No agreement, settlement, sale, or transfer to or with the condemning authority shall be made without the consent of both parties. Lessor and Lessee each agree to execute and deliver to the other any instrument that may be required by the provisions of this Lease relating to the condemnation. 8.03 Taking of Leasehold: Upon the total taking, Lessee’s obligation to pay rent and other charges hereunder shall terminate on the date of taking, or possession given, whichever is earlier, but Lessee’s interest in the leasehold shall continue until the taking is completed by deed, contract, or final order of condemnation. 8.04 Total Taking: Upon a total taking, all sums including damages and interest awarded for the fee, leasehold, or both shall be distributed and disbursed as Lessor and Lessee may agree, or in the absence thereof, in accordance with the laws of the Virgin Islands. 8.05 Partial Taking: Upon a partial taking, all sums including damages and interest awarded for the fee, leasehold or both shall be distributed and disbursed to Lessor and Lessee as they may agree or, in the absence thereof, in accordance with the laws of the Virgin Islands. Upon a partial taking Lessee shall have the option of terminating this Lease upon thirty (30) days’ notice to Lessor. ARTICLE IX CANCELLATION, TERMINATION AND ASSIGNMENT AND TRANSFERS 9.01 Cancellation: This Lease shall be subject to cancellation by Lessor in event Lessee shall: A. Be in arrears in the payment of the whole or any part of the amount agreed upon hereunder for a period of forty-five (45) days after the Lessor has notified Lessee in writing that payment was not received when due. B. File in court a petition in bankruptcy or insolvency or for the appointment of a receiver or trustee for all or a portion of Lessee’s property. C. Make any general assignment for the benefit of creditors. D. Abandon the Premises by not occupying the Premises for a period of ninety (90) days without notice to the Lessor and failing to pay rent during that ninety (90) day period. E. Default in performance of any of the covenants and conditions required herein (except rent payments) to be kept and performed by Lessee, and such default continues for a period of forty-five (45) days after receipt of written notice from XXXXXXX Parcel No. XXXX XXXX Quarter St. (Thomas or Croix), Virgin Islands P a g e 8 Lessor to cure such default, unless during such forty-five (45) day period, Lessee shall commence and thereafter diligently perform such action as may be reasonably necessary to cure such default. If default by Lessee in the performance of its obligations hereunder is precipitated in whole or in part, by activities for which Lessor is solely responsible, the period herein established to commence a cure for the said default will be extended for a reasonable period to account for the effect of Lessor’s activities. F. Be adjudged bankrupt in involuntary bankruptcy proceedings. G. Be made a party of any receivership proceeding in which a receiver is appointed for the Premises or affairs of Lessee where such receivership is not vacated within sixty (60) days after the appointment of such receiver. In any of the aforesaid events, Lessor may take immediate possession of the Premises and remove Lessee’s effects, to the extent permitted by law, without being deemed guilty of trespassing. Failure of Lessor to declare this Lease terminated upon the default of Lessee for any of the reasons set out shall not operate to bar or destroy the right of Lessor to cancel this Lease by reason of any subsequent violation of the terms of this Lease. 9.02 Termination: This Lease shall terminate at the end of the Lease term or upon the commencement date of a multi-year Lease ratified by the Legislature of the Virgin Islands for the Premises, whichever comes first. (INSTRUCTIONS: Highlighted text must be added for all Leases where there is a multi-year lease for this property that could be ratified before the one-year Lease expires) 9.03 Repossessing and Re-letting: In the event of default by Lessee hereunder which shall remain uncured after the required notices have been given pursuant to this Lease and for such time as provided herein, Lessor may at once thereafter, or at any time subsequent during the existence of such breach or default: A. Enter into and upon the Premises or any part thereon and repossess the same, expelling therefrom Lessee and all personal property of Lessee (which property may be removed and stored at the cost of and for the account of Lessee), to the extent permitted by law. B. Either cancel this Lease by notice or without canceling this Lease, re-let the Premises or any part thereof upon such terms and conditions as shall appear advisable to Lessor. If Lessor shall proceed to re-let the Premises during any month or part thereof, at less than the rent due and owing from Lessee during such month or part thereof under the terms of this Lease, Lessee shall pay such deficiency to Lessor upon calculation thereof, provided Lessor has exercised good faith in the terms and conditions of re-letting. Payment of any such deficiencies shall be made monthly within ten (10) days after receipt of deficiency notice. XXXXXXX Parcel No. XXXX XXXX Quarter St. (Thomas or Croix), Virgin Islands P a g e 9 If any suit or action is brought by Lessor against the Lessee to enforce any of the provisions of this Lease, the Lessor shall be entitled to collect reasonable costs and attorney’s fees in the action or proceeding. 9.04 Assignment and Transfer: Lessee shall not assign or transfer this Lease or any interest therein, without the prior written consent of Lessor which shall not be unreasonably withheld. Any consent of any assignment shall not be deemed consent to any subsequent assignment. 9.05 Subleasing: Lessee will not sublet the Premises in whole or in part. ARTICLE X GENERAL TERMS AND CONDITIONS 10.01 Notices: All notices provided to be given under this Lease shall be given by certified or registered mail, return receipt requested, postage fully prepaid, addressed to the proper party at: LESSOR: Department of Property and Procurement #3274 Estate Richmond Christiansted St. Croix, Virgin Islands 00820 OR Department of Property and Procurement 8201 Subbase Suite 4 St. Thomas, Virgin Islands 00802 LESSEE: XXXXXXX P.O. Box XXXXX XXXXX St. XXXXX, Virgin Islands XXXXX The address of either party may be changed from time to time by giving written notice to that effect. 10.02 Non-discrimination: Lessee in exercising any of the rights or privileges granted by this Lease, shall not, on the grounds of race, color, creed, sex, or national origin discriminate or permit discrimination against any person. 10.03 Officials not to Benefit: No member of the U.S. Congress or the Territorial Legislature, no official or officer of the United States or the Virgin Islands Government, or any of their instrumentalities shall be admitted to any share of this Lease or any benefit of value that may arise therefrom. XXXXXXX Parcel No. XXXX XXXX Quarter St. (Thomas or Croix), Virgin Islands P a g e 10 10.04 Agreement made in the Virgin Islands: The laws of the U.S. Virgin Islands shall govern the validity, performance, and enforcement of this Lease. 10.05 Counterparts: This document is executed in one part which shall be deemed an original. 10.06 Cumulative Rights and Remedies: All rights and remedies of Lessor here enumerated shall be cumulative, and none shall exclude any other right or remedy allowed by law. Likewise, the exercise by Lessor of any remedy provided for herein or allowed by law shall not be to the exclusion of any other remedy. 10.07 Interpretation: Words of gender used in this Lease shall be held to include singular, plural, and vice versa unless the context otherwise requires. 10.08 Agreement Made in Writing: This Lease contains all agreements and conditions made between the parties hereto and may not be modified orally or in any manner other than by agreement in writing signed by the parties hereto or their respective successors in interest. 10.09 Paragraph Headings: The table of contents of this Lease and the captions of the various articles and paragraphs of this Lease are for convenience and ease of reference only and do not affect the scope, content, or intent of this Lease or any part or parts of this Lease. 10.10 Invalidity or Illegality of Provisions: The invalidity or illegality of any provisions shall not affect the remainder of this Lease. 10.11 Successors and Assigns: All terms, provisions, covenants, and conditions of this Lease shall inure to the benefit of and be binding upon Lessor and Lessee and their successor, and assigns. 10.12 Broker: Lessee covenants, warrants, and represents that there was no broker instrumental in consummating this Lease, and that no conversations or prior negotiations were had with any broker concerning the renting of the Premises. Lessee agrees to hold harmless Lessor against any claims for brokerage commission arising out of any conversation or negotiation had by Lessee with any broker. 10.13 Approvals Required: This Lease shall not become effective unless approved by the Governor and the Legislature of the Virgin Islands. 10.14 Entire Agreement: This Lease constitutes the entire agreement of the Parties relating to the subject matter addressed herein. This Lease supersedes all prior communications or agreements between the Parties, with respect to the subject matter herein, whether written or oral. 10.15 Conflict of Interest: Lessee covenants that it has no interest and will not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of its obligations under this Lease. a. Lessee further covenants that it is: XXXXXXX Parcel No. XXXX XXXX Quarter St. (Thomas or Croix), Virgin Islands P a g e 11 1. not a territorial officer or employee (i.e. the Governor, Lieutenant Governor, member of the Legislature or any other elected territorial official; or an officer or employee of the Legislative, Executive or Judicial branch of the Government or any agency, board, commission or independent instrumentality of the Government, whether compensated on a salary, fee or contractual basis); or 2. a territorial officer or employee and, as such, has: i. familiarized itself with the provisions of Title 3 Chapter 37, Virgin Islands Code, pertaining to conflicts of interest, including the penalties provisions set forth in Section 1108 thereof; ii. not made, negotiated or influenced this contract, in its official capacity; and iii. no financial interest in the contract as that term is defined in Section 1101 of said Code chapter. 10.16 Rights of Holder of the Leasehold Mortgage: Notwithstanding anything to the contrary herein contained, Lessor agrees that in the event that Lessee secures a leasehold mortgage and thereafter defaults in the performance, of any of the terms and conditions of this Lease, Lessor will give notice of such default to any holder of the leasehold mortgage (where Lessor has been notified of the identity of the leasehold mortgagee) and a like notice of the default to the Lessee. The Lessee or the holder of the leasehold mortgage shall have the right to remedy any such default within a period of forty-five (45) days from the date the notice is mailed by registered or certified mail, return receipt requested, to the holder of the leasehold mortgage and the Lessee. In every case where the holder of the leasehold mortgage elects to acquire possession of the Premises or to foreclose the leasehold mortgage, such holder shall, prior to the acquiring possession or the foreclosing of the leasehold mortgage, (i) give Lessor the right of first refusal to purchase and assume Lessee’s leasehold mortgage interest and obligation, or (ii) to provide a purchaser for Lessee’s leasehold mortgage interest and obligation. The Lessor shall exercise the rights herein set out within one hundred twenty (120) days from the date Lessor is notified by the holder of the leasehold mortgage that these rights may be exercised. In the event that this Lease is terminated, Lessor may enter into a new lease of the Premises with the holder of the leasehold mortgage, or its designee, within thirty (30) days after receipt of such request, which new lease will be effective as of the date of such termination of this Lease and shall run for the remainder of the same term, and subject to the same covenants, conditions and agreements; provided that the holder of the leasehold mortgage, or its designee, (i) contemporaneously with the delivery of such request, pay to the Lessor all the installments of basic rent and all other items of additional rent which would have been due for the Lessee had the Lease not been XXXXXXX Parcel No. XXXX XXXX Quarter St. (Thomas or Croix), Virgin Islands P a g e 12 terminated and (ii) all sums due from the date of termination to the date of execution of the new lease. 10.17 Compliance with Laws: Lessee shall comply with all laws and regulations of the U.S. Government and the Government of the Virgin Islands including but not limited to zoning, Coastal Zone Management (CZM), building codes, environmental, and American Disabilities Act (ADA). Lessee shall obtain all licenses, permits, and any required re-zoning of the Premises and to do business in the Virgin Islands as required. 10.18 Waiver: Waiver by Lessor of any breach of any term condition or covenant of this Lease shall not be deemed to be a waiver of any subsequent breach of the same or any other terms, conditions, or covenants of this Lease. No delay or omission to exercise any right or power hereunder shall impair any right or power of Lessor; every right and remedy conferred under this Lease may be exercised from time to time and as often as may be deemed expedient by the holder of such right or remedy. 10.19 Enforcement of Lease Terms: Waiver by either party of any breach of any term condition or covenant of this Lease, during the term of this Lease, shall not be deemed to be a waiver of any subsequent breach of the same or any term, condition, or covenant of this Lease. No delay or omission to exercise any right or power shall be construed to be a waiver of any such right or power and every right and remedy conferred under this Lease may be exercised from time to time and as often as may be deemed expedient by the holder of such right or remedy. [INTENTIONALLY LEFT BLANK – SIGNATURES FOLLOW] XXXXXXX Parcel No. XXXX XXXX Quarter St. (Thomas or Croix), Virgin Islands P a g e 13 IN WITNESS WHEREOF, the parties herein have hereunto set their hands and seals on the day and year first above written. WITNESSES: LESSEE: XXXXXXX ________________________________ BY: ___________________________________ (Print) XXXXXXXX (Position in Company: i.e. “President”) _________________________________ (Sign) _________________________________ (Print) _________________________________ (Sign) ACKNOWLEDGEMENT Territory of the Virgin Islands ) District of St. Thomas/St. John or St. Croix ) ss: Before me personally appeared XXXXX, (Position in Company: i.e. “President”) of XXXXX, to me well known, or proved to me through satisfactory evidence to be the individual(s) described in and who executed the foregoing instrument for the purposes therein contained. WITNESS my hand on this ________day of A.D. CURRENT YEAR ________________________ Notary Public XXXXXXX Parcel No. XXXX XXXX Quarter St. (Thomas or Croix), Virgin Islands P a g e 14 GOVERNMENT OF THE VIRGIN ISLANDS WITNESSES: BY: _____________________________________ ___________________________ CURRENT COMMISSIONER (Print) Department of Property and Procurement ___________________________ Date: ___________________ (Sign) ___________________________ (Print) ____________________________ (Sign) APPROVED AS TO LEGAL SUFFICIENCY CURRENT ATTORNEY GENERAL BY: ________________________________ Date:______________________ Assistant Attorney General APPROVED ___________________________________ Date:_____________________ Honorable CURRENT GOVERNOR Governor of the U.S. Virgin Islands