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02/27/2020 03:42 PH Official Records of ST THOMAS / ST JOHN ERICA BOVER M.P.A. RECORDER OF DEEDS LEASE AGREEMENT GOVERNMENT OF THE VIRGIN ISLANDS DEPARTMENT OF PROPERTY AND PROCUREMENT And Universal Concrete, LLC PREMISES: An unimproved parcel, known as Parcel No. 149B Submarine Base, No. 6 Southside Quarter, St. Thomas, U.S. Virgin Islands, consisting of 1.45 U.S. AC or 62,278 U.S. SF more or less. UNIVERSAL CONCRETE, LLC PARCEL NO. 149B SUBMARINE BASE ST. THOMAS, VI Article [ 1.01 1.02 Article II 2.01 2.02 2.03 2.04 Article II] 3.01 3.02 3.03 3.04 3.05 Article IV 4.01 4.02 4.03 4.04 4.05 4.06 Article V 5.01 Article VI 6.01 6.02 6.03 6.04 6.05 Article VII 7.01 7.02 TOT g:ore o:e:e:0 00:0 0:9 O90 0.9108 CORA SOLO ee HECO RES CORREO He RK OPtiONS % cveisieieisis ieeveleeaios oweeewiad ve sealers so Tewe~'ES oe¥'e@s TABLE OF CONTENTS Failure to Give Possession ....ceeseccees Holding Over Readjustment of Rent Late Payment Charges Unpaid Rent, Fees and Charges Improvements Title to Improvements Location and Improvements Repairs by Lessee Failure of Lessee to Repair Excavation and Sorting Mechanic’s Lien Liability Insurance Indemnity Non-Liability Access to Premises Easement for Pipes and Water Storage Tank Facility COCR OED ee eee Toe eo ERODE REDE DHT EOHEF EH ETE EHO OS Cece erreecesreervrereseeoeseeseeeeeeoses ee re eee eee eee ee ee eon ere eee eee meee ere ee eee eee ee eee eee eee eee eee eee Oe eee eee eoeesevneereeeoeeeeerenesceeesetreeeeeeoes Ce ee ee Fire and Extended Coverage by Lessee Environmental Pollution Coverage eee eee eee ee eee 02 03 03 03 04 04 05 05 OS 05 05 06 06 07 07 07 07 07 08 | Article VIII | 8.01 | 8.02 | 8.03 8.04 8.05 Article IX 9.01 9.02 9.03 9.04 9.05 Article X 10.01 10.02 10.03 10.04 10.05 | 10.06 10.07 10.08 10.09 10.10 10.11 10.12 || Article XI 11.01 | 11.02 | 11.03 | 11.04 11.05 11.06 TABLE OF CONTENTS (CONT’D) Notice of Condemnation......... seen tence eeeeees WPRAA:O 8:08:08 08 Rights of Lessor and Lessee ¢\sacieais vio sieenieioe sowie ewe:s weno 6 08 Taking of Leaschold ..... ccc cece cece cece cect cece tener eeceees 08 Total Taking isisiseiets 06 S56 S64 ROSS TON SH 0% TSTONON HORSES. KOR 08 Partial Taking 2... . cc ccc cece cece cree cee cere ence escent sece 09 Cancellation..... RW:RLeL Mie ee Eree OcRN NE. wR CORI Sere eee e eres oe vaiweweO9 TEMmUIMatiOn, 636 67,8 6.6:5, 8% Sie, 8S RG. 05s 65,0 aCie ws KO,NWiio wae ie wTND Oe 10 Repossessing and Re-letting........ ccc cece cece cece cece revenees 10 Assignment and Transfer... ... ccc cece cece ccc cccevcencecvees ..10 Subleasing .... cece ccc c cece cece ence cece ete eee esse eeenne 10 NOLICES saseaisieas Seas ais swe M ST aie MERC AEN ED CSTR He HONS EES 5 11 Non-discrimination ...... cece eee c eer e cree cer ce ccc cereeeseees 11 Officials not to Benefit <6 sisisisiwoiew disin Gisieis 06 R5CR occ c cee ve eee 11 Agreement made in the Virgin Islands .........ceececceccvccceee 12 Cumulative Rights and Remedies .......seessecrecsveeseeeeeees 12 LTTTTCALCMCS 5 on on poo CON Sn GeO Hine code o UBocam once cor 12 Agreement made in Writing... o.0,0,0.0: e:0\90:9:9:0 08 onieiees o9egees oes 12 Paragraph Headings wjajis 46: 265,5468 (aCe K eras SeACSOs HONS RATED KOE 12 Invalidity of Ilegality of Provisions .......eeeeeeeeneceeeeeseees 12 Successors and ASSIONS gaisieis is sieiseia(ois 5% KOT ES 8 BEREKES KOR SE SS. 12 Broker seaweed soeews meewwew eeveewweewmwmes woeneere waren 12 Approvals Required .....ccsccccccccvcccccccccccsccescesesees 12 Conflict of Interest ..... cece cece cece cece cree neces ees eeenns 13 Rights of Holder of the Leasehold Mortgage .......eseeeeeeeeeees 13 Compliance with Laws « 06,06:5.06 3/3, 2:6.0.0'0,0'6 00,00 0.8 W600 008 0% veeee 14 NVGiNic Bile Sete ikcr ic eteicrets Acetic A oe foNce) Ail « GF Ais ale a0 = GiheKol - » GSE ons 14 Enforcement of Lease Terms .....-ccceccccenceereeneceteesees 14 Acknowledgement saissian iowa soe e Se lewses KAN CMIE HO 0EN OOS O:68 15 Universal Concrete, LLC Parcel No. 149B Submarine Base, No. 6 Southside Quarter, St. Thomas, US Virgin Islands Pagel THIS LEASE made this day of , by and between the GOVERNMENT OF THE VIRGIN ISLANDS, acting through its Commissioner of the Department of Property and Procurement, hereinafter “Lessor” and Universal Concrete, LLC whose mailing address is 8168 Crown Bay Marina, Suite 505 PMB 373, St. Thomas, Virgin Islands 00803, 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 that certain unimproved parcel, known as Parcel No. 149B Submarine Base, No. 6 Southside Quarter, St. Thomas, U.S. Virgin Islands, consisting of 1.45 U.S. AC or 62,278 U.S. SF and Zoned “W-2” (“hereinafter Leased Premises”). The property is shown on O.L.G. No. A9-770-T012 a copy of which is attached hereto, and made a part hereof as Exhibit “A.” 1.02 Use: The Lessee shall use the hereby Leased Premises to operate a concrete company, install a concrete plant, aggregate storage facility, offices, storage and other related purposes. ARTICLE I TERM 2.01 Term: The term of this Lease shall be for a period of twenty (20) years (“Initial Term”) commencing on the first day of the month following approval by the Legislature of the Virgin Islands (“Commencement Date”). 2.02 Options: If Lessee is not in default in the performance of any material condition of this lease at the expiration of the Initial Term, Lessee shall have the option to renew this Lease for one (1) ten (10) year period at the rent provided for in paragraph 3.03 hereof by giving written notice of such renewal at least thirty (30) days prior to the expiration of the Initial Term. LESSEE'S INITIALS &. Universal Concrete, LLC Parcel No. 149B Submarine Base, No. 6 Southside Quarter, St. Thomas, US Virgin Islands 2.03 2.04 RENT 3.01 Failure to Give Possession: The Lessor shall not be liable for failure to give possession of the Leased Premises upon the Commencement Date by reason of the fact that the Leased Premises are not ready for occupancy, or due to prior lessee wrongfully holding over or any other person wrongfully in possession of the Leased 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. Holding Over: If Lessee remains in possession 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 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. The inclusion of the preceding sentence in this Lease shall not be construed as Lessor’s consent for Lessee to hold over. ARTICLE Hit Annual Rent: The Lessee shall pay to the Lessor an Annual Rent of Seventy-Two Thousand Dollars and Zero Cents ($72,000.00) payable at Six Thousand Dollars and Zero Cents ($6,000.00) in equal monthly installments during the term of this Lease. The Annual Rent shall commence on the first day of the month after the twenty-four (24) month or less Construction Period has expired, as described in Section 4.01 herein. Payment of Annual Rent shall be made in equal monthly installments in advance on the first day of every month during the term thereof, without any previous demand by Lessor, provided, however, if possession of the Leased Premises is granted to the Lessee at a date after the first of the month, then in such event the rent for such first month shall be prorated. If any installment of Annual Rent or Construction Period Rent is not received by the 10th day after the day when payment is due it shall bear interest at the rate of ten percent (10%) per month from the date when the same was due per the term of this Lease until paid by Lessee. The Annual Rent or Construction Period Rent shall be paid at Lessor’s office at 8201 Sub Base, Suite 4, St. Thomas, Virgin Islands 00802, together with any other sum due as additional rent as provided herein. LESSEE'S INITIALS & 3.03 il. iii. Iv. 3.04 Universal Concrete, LLC Parcel No. 149B Submarine Base, No. 6 Southside Quarter, St. Thomas, US Virgin Islands Construction Period Rent: Lessee shall be required to pay reduced rent during the Construction Period of twenty-four (24) months, the Construction Period is hereinafter defined in section 4.01, and Lessee shall be required to make reduced rental payments as follows: A. Lessee shall be required to pay Two Thousand Dollars and Zero Cents ($2,000.00) per month, for months one through twelve (1-12) of this Lease Agreement; and B. Lessee shall be required to pay Four Thousand Dollars and Zero Cents ($4,000.00) for months thirteen through twenty-four (13-24), of this Lease Agreement. The Construction Period Rent will not be available or extended beyond the Construction Period of twenty-four (24) months. Should all of the improvements stated in Section 4.01 be completed prior to the time allotted for the Construction Period, the Annual Rent in Section 3.01 will commence. Readjustment of Rent: The rent payable under this Lease shall be adjusted after the first five (5) years of the Initial Term, and every year thereafter, including any renewal term, in accordance with the increase of the Consumer Price Index (“CPI”) as established by the U.S. Department of Labor, Bureau of Labor Statistics for “All Items, All Urban Consumers (1967-100%)” as follows, provided, however, no adjustments in rental for any year shall be increased more than 3% over any preceding year period. The CPI as of the first month of the Initial Term and as of the first month of each subsequent Lease year shall be the base price index and the CPI as of the month immediately preceding the first month of any Lease year after the first Lease year of the Initial Term shall be the current price index. The current price index shall be divided by the base price index and the quotient thereof shall be multiplied by the annual rent of the prior year. The resulting product shall be the annual base rental for the current year. At the end of the first five (5) years of the Initial Term and every year thereafter of this Lease, the base rental shall be adjusted in the same manner, using the index for the month preceding the first month of each Lease year of the Lease Term for the current price index. 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 LESSEE'’S INITIALS_F ._ Universal Concrete, LLC Parcel No. 149B Submarine Base, No. 6 Southside Quarter, St. Thomas, US Virgin Islands 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, as a late charge, to Government an additional ten percent (10%) of the monthly rent 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. 3.05 Unpaid Rent, Fees and Charges: Any installment of rent, additional rent, attorney fees, other charges or money not received by the 10" day after the day when payment is due shall bear interest at the rate of ten percent (10%) per month from the date when the same was due according to the term of this lease until paid by Lessee. ARTICLE IV IMPROVEMENTS 4.01 Improvements: As a part of the consideration of 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 Two Million Dollars ($2,000,000.00): which is subject to the prior written consent obtained in each and every case from the Commissioner of the Department of Property and Procurement; in addition to whatever other licenses or permits are deemed necessary. The improvements to be made to the property include: Excavation and grading; Install utility systems-including electrical, water, communications; Install sewage system; Erect Administrative Offices; Erect a Testing Lab: Construct parking lot; Erect and install security enhancements, fencing and landscaping; and Erect and install a Concrete Plant; RBANMPWNE The improvements shall be completed no later than twenty-four (24) months (“Construction Period”) of the Commencement Date of this Lease. LESSEE 'S INITIALS = 7 Universal Concrete, LLC Parcel No. 149B Submarine Base, No. 6 Southside Quarter, St. Thomas, US Virgin Islands Page5 Lessee agrees to keep the Leased Premises, and other appurtenances in good repair, in a clean and tenantable condition, and to return the Leased Premises to Lessor upon the expiration or other termination of this Lease, less reasonable wear and tear from intervening use, in as substantially similar condition as existed at the time of the last repair. 4.02 Title to Improvements: At the conclusion of this lease title to any structure or permanent improvement attached to realty by Lessee shall vest in the Lessor, excluding however, the Concrete Plant referenced in Section 4.01 above. Furniture or other personal items, if not removed from the Leased Premises prior to termination shall become the property of the Lessor. 4.03 Location and Improvements: The above-mentioned improvements are located on Parcel No. 149B Submarine Base, No. 6 Southside Quarter St. Thomas, U.S. Virgin Islands. 4.04 Repairs by Lessee: Lessee shall at its own cost and expense, make all repairs, structural or otherwise to the interior and exterior of said Leased Premises. Repairs, as used herein shall mean all repairs, replacements, renewals, alterations, additions, improvements and betterment. The provisions of this section 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. 4.05 Failure of Lessee to Repair: In the event the Lessee, after it shall have been given a twenty-day notice (except in a case of emergency in which event reasonable notice under the circumstances shall be sufficient), refuses to take reasonable efforts to begin 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 Section 3.04 shall be paid by the Lessee as additional rent. 4.06 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 Leased Premises, Lessee either: a. shall afford to the person or persons causing or authorized to cause such excavation the right to enter upon the Leased 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 Leased Premises from injury or damage and support the same by proper foundation, or LESSEE'S INITIALS SF . Universal Concrete, LLC Parcel No. 149B Submarine Base, No. 6 Southside Quarter, St. Thomas, US Virgin Islands 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 Leased 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. 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 property for or on behalf of the Lessee or anyone holding any part of the property 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 Three Million Dollars ($3,000,000.00) 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 of the property herein leased. Ail insurance policies shall name the Lessor as additional insured for the full insured amount. LESSEE’S INITIALS = Universal Concrete, LLC Parcel No. 149B Submarine Base, No. 6 Southside Quarter, St. Thomas, US Virgin Islands 6.02 6.03 6.04 6.05 Indemnity: Lessee agrees to indemnify and save Lessor harmless from and against any and all claims and demands (except such as result from the negligence of the Lessor, its agents, contractors, servants or employees or the failure of Lessor to comply with the terms of this Lease) 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 property leased herein or occurring in, on or about said property or any adjacent area under the exclusive 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. 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 property, or any part thereof, or for any loss or damage resulting to Lessee or its property 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. Fire and Extended Coverage by Lessee: Lessee shall keep all buildings on the Leased Premises insured against loss or damage by fire with the usual extended coverage endorsements, in amounts not less than eighty percent (80%) of the full insurable value thereof, above foundation walls. All such policies shall name Lessor as additional loss payee for the full insured amount. A copy of all insurance policies shall be delivered to the Lessor within 45 days prior to the commencement of any operations. Environmental Pollution Coverage: Lessee shall during the term thereof keep in full force and effect Environmental Pollution insurance as required by federal and local law in the sum of at least One Million Dollars ($1,000,000.00). A copy of all such policies shall be delivered to the Lessor within 45 days prior to the commencement of operations. ARTICLE VII ENTRY BY LESSOR 7.01 Access to Leased Premises: Lessor or Lessor’s agents shall have the right to enter upon the Leased Premises at all reasonable times to examine the same and to show them to prospective purchasers, lenders or lessees. LESSEE'S INITIALS §& . Universal Concrete, LLC Parcel No. 149B Submarine Base, No. 6 Southside Quarter, St. Thomas, US Virgin Islands 7.02 Easement for Pipes and Water Storage Tank Facility: Lessee shall permit Lessor or its designees to use, maintain and repair pipes, water storage tank facility, cables and wires, on or existing through the property 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 Leased Premises. ARTICLE VIII CONDEMNATION 8.01 8.02 8.03 8.04 Notice of Condemnation: The party receiving any notice of the kind specified below which involves the Leased 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 and Taking. b. Service of any legal process relating to condemnation of the Leased Premises for improvements. c. Notice in connection with any proceedings or negotiations with respect to such a condemnation. 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. 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. 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. LESSEE'S INITIALS €-. Universal Concrete, LLC Parcel No. 149B Submarine Base, No. 6 Southside Quarter, St. Thomas, US 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 ee ee ee eS eee ee ee 9.01 Cancellation: This Lease shall be subject to cancellation by Lessor in the 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. . File in court a petition in bankruptcy or insolvency or for the appointment of a receiver or trustee of all or a portion of Lessee’s property. . Make any general assignment for the benefit of creditors. . Abandon the Leased Premises or fail to make/maintain all improvements as described in Section 4.01. . Default in performance of any of the covenants and conditions required herein (except rental 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 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. . Be adjudged bankrupt in involuntary bankruptcy proceedings. . Be made a party of any receivership proceeding in which a receiver is appointed for the property or affairs of Lessee where such receivership is not vacated within sixty (60) days after the appointment of such receiver. LESSEE'S INITIALS_€ - Universal Concrete, LLC Parcel No. 149B Submarine Base, No. 6 Southside Quarter, St. Thomas, US Virgin Islands In any of the aforesaid events, Lessor may take immediate possession of the Leased 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 9.03 9.05 Termination: This Lease shall terminate at the end of the Lease Term. 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: Enter into and upon the Leased 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. Either cancel this Lease by notice or without canceling this lease, re-let the Leased Premises or any part thereof upon such terms and conditions as shall appear advisable to Lessor. If Lessor shall proceed to re-let the Leased 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. If any suit or action is brought by Lessor against the Lessee to enforce any of the provisions hereof, the Lessor shall be entitled to collect reasonable costs and attorney’s fees in the action or proceeding. 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. Subleasing: Lessee shall not sublet the Leased Premises in whole or in part without Lessor’s advance written consent. Lessor's consent does not release Lessee from any of its obligations under this lease. In the event that Lessor consents to subleasing of the Leased Premises or any part of the operation thereof, the Lessee shall pay to the Lessor an additional amount equal to thirty-five LESSEE’S INITIALS & ._ Universal Concrete, LLC Parcel No. 149B Submarine Base, No. 6 Southside Quarter, St. Thomas, US Virgin Islands Page ll percent (35%) monthly of such subleasing income as additional rent. This additional rent shall be due and payable on the next rent day after such subletting rent becomes due from the subtenant. 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: LESSEE: With a copy to: Commissioner Department of Property and Procurement 8201 Subbase Suite 4 St. Thomas, Virgin Islands 00802 Universal Concrete, LLC 8168 Crown Bay Marina Suite 505, PMB 373 St. Thomas, USVI 00803 Smock & Moorehead Attn: Henry C. Smock, Esq. P.O. Box 1498 St. Thomas, VI 00804-1498 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. LESSEE'S INITIALS_& Universal Concrete, LLC Parcel No. 149B Submarine Base, No. 6 Southside Quarter, St. Thomas, US Virgin Islands 10.04 10.05 10.06 10.07 10.08 10.09 10.10 10.11 10.12 Agreement made in the Virgin Islands: The laws of the U.S. Virgin Islands shall govern the validity, performance, and enforcement of this Lease. 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. Interpretation: Words of gender used in this Lease shall be held to include, male and female, and the plural unless the context otherwise requires. Agreement Made in Writing: This Lease contains all of the 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. 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 in no way, affect the scope, content, or intent of this Lease or any part or parts of this Lease. Invalidity or Illegality of Provisions: The invalidity or illegality of any provisions shall not affect the remainder of this Lease. Successors and Assigns: All of the terms, provisions, covenants, and conditions of this Lease shall inure to the benefit of and be binding upon Lessor and Lessee and their successors in, interest. 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 Leased Premises. Lessee agrees to hold Lessor harmless against any claims for brokerage commission arising out of any conversation or negotiation had by Lessee with any broker. Approvals Required: This Lease shall not become effective unless approved by the Governor of the Virgin Islands and Legislature of the Virgin Islands. LESSEE’S INITIALS S : Universal Concrete, LLC Parcel No. 149B Submarine Base, No. 6 Southside Quarter, St. Thomas, US Virgin Islands ARTICLE XI CONFLICT OF INTEREST 11.01 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: 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; iii. no financial interest in the contract as that term is defined in Section 1101 of said Code chapter. 11.02 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 in this Lease Agreement, 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, retum 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 Leased Premises or to foreclose the leasehold mortgage, such holder shall, prior to acquiring possession or the foreclosing of the leasehold mortgage, (i) give Lessor the LESSEE'S INITIALS = . Universal Concrete, LLC Parcel No. 149B Submarine Base, No. 6 Southside Quarter, St. Thomas, US Virgin Islands 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 holder of the leasehold mortgage that these rights may be exercised. In the event that this Lease Agreement is terminated, Lessor may enter into a new lease of the Leased 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 terms, 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 terminated and (ii) all sums due from the date of termination to the date of execution of the new Lease. 11.03 Compliance with Laws: The 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). The Lessee shall obtain all licenses and permits required to use the property and to do business in the Virgin Islands as are required. 11.04 Waiver: The 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, condition or covenant of this Lease. No delay or omission to exercise any right or power hereunder shall impair any right or power; 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. 11.05 Enforcement of Lease Terms: The waiver by either party of any breach of any term condition or covenant of this Lease, during the term of 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. LESSEE'S INITIALS Se ae Universal Concrete, LLC Parcel No. 149B Submarine Base, No. 6 Southside Quarter, St. Thomas, US Virgin Islands IN WITNESS WHEREOPF, the parties herein have hereunto set their hands and seals on the day and year first above written. WITNESSES: LESSEE: A) Pribtay Eric W. Castro President Universal Concrete, LLC Jame s Moby yum ACKNOWLEDGEMENT Territory of the Virgin Islands ) District of St. Thomas, & St.John ) ss: Before me personally appeared Eric W. Castro, President of Universal Concrete, LLC, to me well known, and known to be the individual described in and who executed the foregoing instrument for the purposes therein contained. ¥€ . WITNESS my hand on this £ day of Jet Av.20/9 Che 2 Li5— Notary Public ye fe Judith L. Robson Notary Public ~My Come. on oxpires Aye! JR 202) ; NAIR17 Bistetet af $c. Tromas/Si. John LESSEE'S INITIALS S 5 Universal Concrete, LLC Parcel No. 149B Submarine Base, No. 6 Southside Quarter, St. Thomas, US Virgin Islands GOVERNMENT OF THE VIRGIN ISLANDS WITNESSES: wv hag LS lobar: LAE LOR oL ny D. Thomas ik 2D ; ommissioner (7 hos Dept. of Property and Procurement ao Date: 7 KF [pilin fas Hopes (Mie (Yorn (Sign) */ APPROVED AS TO LEGAL SUFFICIENCY Denise N. George, Esq. Attorney General Assistant Attorney General Virgin Islands Department of Justice BY: Date: g/21)9 -f @& APPROVED: onora an Jr. Governor of the Virgin Islands APPROVED Date: TLL. ZEZO0 Honorable Novelle E. Francis President of the Virgin Islands 33", Legislature