UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment
No. 2
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported): February 29,
2008
ORION
MARINE GROUP, INC.
(Exact
name of Registrant as specified in its charter)
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Delaware
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333-145588
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26-0097459
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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12550
Fuqua St.
Houston,
Texas 77034
(Address
of principal executive offices)
(713)
852-6500
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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TABLE
OF CONTENTS
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Item
9.01
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Financial
Statements and Exhibits
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SIGNATURES
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EXHIBIT
INDEX
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| Exhibit 10.22 |
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EXPLANATORY
NOTE
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On March
4, 2008, Orion Marine Group, Inc. (the “Company”) filed a Current
Report on Form 8-K reporting the completion of the purchase by the Company of
substantially all of the assets of Subaqueous Services, Inc. (Items 1.01 and
2.01).
Item 1.01 Entry
Into a Material Definitive Agreement
This amendment No. 2 provides the
Lease Agreement referenced in Item 1.01 and 2.01 of the Current Report on Form
8-K.
Item
9.01 Financial
Statements and Exhibits
(a) Exhibits
Exhibit
No. Description
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2.01
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Purchase
Agreement by and among Lance Young and Orion Marine Group, Inc., dated
February 29, 2008 (previously filed as an
exhibit to this Current Report on Form 8-K on March 4, 2008 and as an
exhibit to Amendment No. 1 to this Current Report on Form 8-K/A filed on
May 13, 2008)
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10.1.1
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First
Amendment to Loan Agreement dated February 29, 2008, among the Company,
the lenders party thereto and Amegy National Association, a national
banking association, as agent (previously filed as an
exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter
ended March 31, 2008 filed on May 8, 2008 and as an exhibit to Amendment
No. 1 to this Current Report on Form 8-K/A filed on May 13,
2008)
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10.22*
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Lease
Agreement dated February 29, 2008 between Subaqueous Services, LLC and
Hill Street, LLC
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99.1
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Orion
Marine Group, Inc. press release dated February 29, 2008 announcing the
acquisition of substantially all of the assets of Subaqueous Services,
Inc. (previously filed
as an exhibit to this Current Report on Form 8-K on March 4,
2008)
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99.2
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Audited
financial statements of Subaqueous Services, Inc. as of December 31, 2007
and for the year then ended (previously
filed as an exhibit to Amendment No. 1 to this Current Report on Form
8-K/A filed on May 13, 2008)
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99.3
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Unaudited
pro forma condensed combined balance sheet as of December 31, 2007 and
unaudited pro forma condensed combined statements of income for the year
ended December 31, 2007 of Orion Marine Group, Inc. and Subaqueous
Services, Inc.(previously filed as an
exhibit to Amendment No. 1 to this Current Report on Form 8-K/A filed on
May 13, 2008)
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*
filed herewith
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
ORION MARINE GROUP, INC.
____/s/ Mark R.
Stauffer________
By: Mark
R. Stauffer
Title: Chief
Financial Officer
Date: May 14, 2008
EXHIBIT
INDEX
Exhibit
No. Description
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10.22*
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Lease Agreement
dated February 29, 2008 between Subaqueous Services, LLC and Hill Street,
LLC
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LEASE
AGREEMENT
THIS
LEASE AGREEMENT (the "Lease") is made and entered into this 29th day of Feb, 08,
between Hill Street, LLC, (the"
Landlord"), and Subaqueous Services
LLC (the" Tenant").
WITNESSETH:
FOR GOOD
AND VALUABLE CONSIDERATION; the receipt, adequacy, and sufficiency of which is
hereby acknowledged, Landlord and Tenant intending to be legally bound, hereby
agree as follows:
ARTICLE
I:
DEFINITIONS AND FUNDAMENTAL
PROVISIONS
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1.1
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Addresses:
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Landlord
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Tenant
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P.O.
Box 1851
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12250
Fuqua
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Bainbridge,
GA 39818
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Houston,
Texas, 77034
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1.2
Common
Areas: Those areas, facilities, improvements, equipment, and
installations which are from time to time designated by Landlord for the
nonexclusive use or benefit of Landlord and Tenants of the site, their
employees, agents, customers, licensees and Invitees.
1.3
Lease
Term: One Lease Period commencing on the Rental Commencement Date and
expiring at 5:00 P.M. (EST) on 12/30/10 The first
(I*) Lease period shall consist of 34 consecutive months
plus the partial month, if any, caused by the Rental Commencement Date failing
on other than the first day of a calendar month.
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1.4
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Rent:
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Lease
Period
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Rent
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Monthly
Rent
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34 Months
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$15750
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$15750.00 Rent $945 Sales Tax Plus $2000 Utilities
& $150 Security Total
$18,904
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**
Applicable sales tax apply **
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1.5
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Permitted Use: Tenant shall use
the Premises solely for:
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Warehouse and office plus, upland and rear bridge
storage and waterfront
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1.6
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Premises:
1
Warehouse and office @
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1901 Hill
Street
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1.7
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Rental Commencement Date: |
2/29/2008
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ARTICLE
II
DEMISE OF
PREMISES
2.1
Lease:
Landlord hereby leases and demises to Tenant the Preraises together with the
nonexclusive right to use the Common Areas subject to the Rules and
Regulation,
2.2
Acceptance
of Premises: by Tenant: agrees to accept the Premises in an "AS-IS,
WHERE-IS" condition as tendered by Landlord. Tenant agrees that no
representations with respect to the conditions of the Premises and no promises
to decorate, alter, repair, or improve, the Premises have been made by Landlord.
Promptly upon the tender of possession of the Premises by Landlord to Tenant,
Tenant shall commence and thereafter diligently pursue to completion all of
Tenant's Work in the Premises in strict accordance with plans and specifications
previously approved by Landlord.
2.3
Early
Access: Tenant shall be permitted access to the Premises prior to the
Rental Commencement Date for the purpose of installing fixtures or for any other
purpose permitted by Landlord. Such early entry will be at Tenant's sole risk
and subject to all the terms and provisions of this Lease as though the Rental
Commencement Date had occurred, except for the payment of Minimum Rent which
shall commence on the Rental Commencement Date; it being specifically agreed and
understood that Tenant shall pay all charges for temporary water, heating,
cooling and lighting from the date upon which Tenant is notified the Premises
are available for Tenant's work (or from the date when Tenant commences to
perform its work, if earlier) in the Premises until the Rental Commencement
Date. Landlord shall have the right to impose such additional conditions on
Tenant's early entry as Landlord, in it sole discretion, deems appropriate, and
Landlord shall have the further right to require that Tenant execute an early
entry agreement containing such coalitions prior to Tenant's early entry into
the Premises.
2.4
Surrender
of Premises: At the expiration, or earlier termination, of the Lease
Term, Tenant shall surrender the Premises to Landlord in a good and broom-clean
condition, reasonable wear and tear excepted. Tenant shall promptly repair any
damage to the Premises caused by the removal of any furniture, trade fixtures,
or other personal property, permitted to be removed by Tenant from the
Premises.
1
ARTICLE
III
RENT AND OTHER
CHARGES
3.1
Minimum
Rent: Except for the Prepaid Minimum Rent paid Tenant upon Tenant's
execution of this Lease, Tenant hereby covenants to pay Minimum Rent, in
advance, on a monthly basis on the first day of each calendar month during the
Lease Term, without demand, deduction, or setoff whatsoever; it being
specifically agreed and understood that the covenants of Tenant to pay Minimum
Rent, Additional Rent, and all other Rent set forth in this Lease, are separate
and distinct covenants of Tenant, not contingent upon the performance of any
other terms or conditions of this Lease. Minimum Rent for any partial calendar
month during the Lease Term shall be prorated on a per diem basis.
3.2
Utilities:
Tenant shall promptly pay all charges for utilities and other services furnished
to the Premises whether by Landlord or the applicable utility
company.
3.3
Security
Deposit: Tenant has concurrently with the execution of this Lease
deposited with the Landlord the Security Deposit which shall serve as security
for the full performance of every term and provision of this Lease by Tenant.
Landlord may apply all or any part of the Security Deposit to cure any default
by Tenant hereunder, and Tenant shall promptly restore to the Security Deposit
all amounts so applied upon invoice. If Tenant stall fully perform each term and
provision of this Lease, any portion of the Security Deposit which has not been
appropriated by Landlord In accordance with (he provisions hereof shall be
returned to Tenant, without interest, within thirty (30) days after the
expiration of the Lease Term.
ARTICLE
IV
PERMITTED
USAGE
4.1
Use:
Tenant shall use, occupy and operate in the whole of the Premises solely for the
Permitted Use and for no other purpose whatsoever. Tenant shall not, without
Landlord's prior written consent, keep anything within the Premises, or use the
Premises for any purpose which increases the Insurance premium cost or
invalidates any insurance policy carried on the Premises, and Tenant shall pay
as Rent the amount of any such increase promptly upon demand by
Landlord.
4.2 Hazardous
Substances. Tenant shall not generate, store, treat, dispose
of, install or otherwise use any hazardous substances on, in, under, or in any
way related to, the Premises, or cause or permit any such generation, storage,
treatment, disposal, installation or other use with respect thereto. Tenant
shall fully indemnify and hold Landlord harmless from any liability, damage,
cost or expense that Landlord might otherwise suffer from Tenant's failure
to fully comply with the terms and provisions of this Section.
ARTICLE
V
ALTERATION REPAIR AND
MAINTENANCE
5.1
Alteration
By Tenant: Tenant shall not make any alterations (including, but not
limited to alterations to the exterior, signs and/or utility lines or system
within or serving the Premises), nor secure any fixture or apparatus, to the
premises without Landlord's prior written approval, and Tenant shall promptly
remove upon order from landlord any decoration or alteration made or installed
upon the Premises without Landlord's written consent, landlord's approval of the
plans, specifications, and working drawings for Tenant's alterations shall
create no responsibility of liability on the part of Landlord for their
completeness, design sufficiency, or compliance with all laws, rules and
regulations of governmental agencies or authorities, to include The American
With Disabilities Act. Landlord shall have the right to run utility lines,
pipes, condult, wire, ductwork, or sprinkler systems, where necessary, through,
in, or beneath, the Premises, and maintain same in a manner which does not
unduly interfere with Tenant's use thereof. All alterations, fixtures,
betterments, and improvements, made to, or installed upon, the Premises shall
remain upon the Premises, and shall become Landlord's property upon the
expiration or earlier termination of this Lease, unless Landlord shall require
Tenant to restore the Premises to its original condition.
5.2
Repairs
by Tenant: Tenant shall keep by routine maintenance, repair, end
replacement, at its sole cost and expense, the interior of the Premises,
together with and ail doors and windows of the Premises, and all electrical,
plumbing, heating, ventilating, air conditioning, sprinkler systems, and any
other mechanical installations serving the Premises or located therein whether
or not in or under the floor slab or on the roof of the Premises, in good
condition and working order. Tenant agrees to employ a suitable contractor
approved by Landlord to perform Tenant's obligations for maintenance of the
heating, cooling and ventilating units of the Premises, including at least
semi-annual inspections and cleaning of the system together with such servicing
as each such inspection shall disclose, or as shall otherwise be reasonably
required by landlord. In the event Tenant fails to perform its maintenance,
repair, or replacement obligations as provided herein, Landlord may, at its
option, perform such remedial action on behalf of Tenant, and Tenant agrees to
pay to Landlord, as Additional Rent, the cost thereof plus fifteen (15.0%)
percent overhead, promptly upon demand by Landlord.
5.3
Liens:
Tenant hereby indemnifies Landlord against, and shall keep the Premises and the
site free from liens for any work performed, material furnished, or obligations
incurred, by or on behalf of Tenant and shall discharge or bond any lien filed
within ten (10) days after filing,
5.4
Signs and
Displays: Tenant shall not place or have pieced and maintained on or
within the Premises any sign, awning or advertising, visible from the exterior
of the Premises not first approved in writing by Landlord.
ARTICLE
VI
CASUALTY AND
CONDEMNATION
6.1
Casualty:
Landlord shall have the right, upon (30) days prior written notice to Tenant, to
terminate this Lease in the event (i) the Premises is damaged by fire or other
casualty to the extent of more than ten (10.%) percent of the replacement cost
thereof, (ii) the Building is damaged by fire or other casualty to the extent of
then (10.0%) percent or more of the replacement cost thereof, (iii) any damage
to the Premises cannot, in Landlord's sole discretion, be repaired within ninety
(90) days of the date of such damage. or (iv) the Premises is damaged or
destroyed during the last thirty (30%) percent of the Lease term, or during any
renewal or extension term of this Lease. If Landlord should elect to repair or
rebuild the Premises because of any damage or destruction, Tenant shall replace
all work and improvements originally installed or preformed by Tenant at
Tenant’s expense.
2
6.2
Condemnation:
If the whole of the Premises, or so much thereof as to render the balance
unusable by Tenant, shall be taken under power of eminent domain, or otherwise
transferred to lieu thereof, or if any part of the Site is taken an its
continued operation is not in Landlord’s sole opinion, economical, this Lease
shall automatically terminate as of the date possession is taken by the
condemning authority. No award for any total or partial taking shall be
apportioned, and Tenant hereby unconditionally assigns to Landlord any award
which may be made in such taking or condemnation. In the event of a partial
taking which does not result in the termination of this Lease, Minimum Rental
shall be apportioned according to the part of the Premises remaining usable by
Tenant.
ARTICLE
VII
INSURANCE AND
INDEMNIFICATION
7.1
Insurance:
Tenant shall maintain at its sole expenses, commencing upon the date Tenant
takes possession of the Premises and containing throughout the Lease Term,
commercial liability insurance covering the Premises in a combined single limit
amount of not less than $1,000,000.00 naming Landlord and any mortgagee(s) of
the Property as additional insureds therunder. Tenant shall also keep in force,
at its sole expense, fire and extended coverage insurance for the full
replacement value of Tenant’s improvements and Tenant’s property, including, but
not limited to, inventory, trade fixtures, furnishings and other personal
property naming Landlord and mortgage (s) of the Property as additional insureds
thereunder. The fire and extended coverage insurance maintained by Tenant shall
be written so as to provide that the insurer waives all right of recovery by way
of subrogatlon against Landlord in connection with any loss or damage covered by
the policy (Tenant for itself, its successors and assigns, hereby waives any
right of recovery against Landlord, its successors or assigns, by virtue of any
casualty to the Premises). In addition, Tenant shall keep in force Workman’s
Compensation or similar insurance to the extent required by law. Tenant shall
delivery said insurance policies or certificates thereof to Landlord within ten
(10) days of the commencement of the Lease Term; Landlord having the right, at
its sole discretion, to approve the insurance carrier utilized by Tenant in
connection with the Premises. Should Tenant fail to effect the insurance called
for herein, Landlord may, at his sole option, procure said insurance and pay the
requisite premiums, in which event, Tenant shall pay to Landlord, as Additonal
rent, immediately upon demand, all sums so expended plus fifteen (15.0%) percent
as overhead. Each insurer under the policies required hereunder shall agree by
endorsement of the policy, or by independent instrument furnished to landlord,
that it will give Landlord at least fifteen (15) days prior written notice
before any policy or policies affecting the Premises shall be altered or
canceled.
7.2
Indemnification:
Tenant hereby agrees to indemnify and hold Landlord, and any mortgagee(s) of the
Property, harmless from any and all claims, damages, liabilities or expenses
arising out of (a) Tenant’s use of the Premises, (b) any and all claims arising
from any breach or default in the performance of any obligations of Tenant, (c)
any act, omission or negligence of Tenant, its agents, employees, invitees or
contractors. Tenant further releases Landlord from liability for any damages
sustained by Tenant or any other person claiming by, through, or under, Tenant
due to the Premises, or any part thereof, or any appurtenances thereto, becoming
out of repair, or due to the happening of any accident, including, without
limitation, any damage caused by water, know, windstorm, tornado, gas, steam,
electrical wiring, sprinkler system, plumbing, heating and air conditioning
apparatus, and from any acts or omissions of co-tenants or other occupants.
Landlord shall not be liable for any damage to or loss of Tenant’s personal
property, inventory, fixtures or improvements, from any cause whatsoever, except
the affirmative acts of proven negligence of Landlord, and then only to the
extent not covered by insurance to be obtained by Tenant in accordance with
Section 7.1.
ARTICLE
VIII
DEFAULT AND
REMEDIES
8.1
Events of
Default: In the event Tenant (i) fails to pay all or any portion of any
sum due from Tenant hereunder or pursuant to any exhibit hereto within five (5)
days following the giving of written notice; (ii) fails to cease all conduct
prohibited hereby immediately upon receipt of written notice from Landlord;
(iii) fails to take actions in accordance with the provisions of written notice
from Landlord to remedy Tenant’s failure to perform any of the terms, covenants
and conditions of this Lease; (iv) fails to conduct business in the Premises as
herein required; (v) commits an act in violation of this lease which landlord
has previously notified Tenant to cease more than once in any Lease year; (vi)
becomes bankrupt, insolvent or files any debtor proceeding, takes or has taken
against Tenant any petition of bankruptcy; takes action or has action taken
against Tenant for the appointment of a receiver for all or a portion of
Tenant’s assets, files a petition for a corporate reorganization; makes an
assignment for the benefit of creditors, or in any other manner Tenant’s
interest hereunder shall pass to another by operation of law (any or all of the
occurrences in this subsection being deemed a deficit on account of bankruptcy
of the purposes hereof and such default on account of bankruptcy shall apply to
and include any guarantor of this Lease); (vii) commits waste to the Premises;
(viii) is otherwise in breach of Tenant’s obligations hereunder and shall not
have cured without further notice to Tenant, terminate Tenant’s right to
possession of the premises and without terminating this lease re-enter and
resume possession of the Premises, with or without resort to process of any
court, either by force or otherwise. Notwithstanding such re-entry by Landlord,
Tenant hereby indemnifies and holds Landlord harmless from any and all loss or
damage which Tenant may know by reason of the termination of this lease
and/or Tenant’s right to possession of the Premises now shall such re-entry
abrogate Tenant’s agreement to pay Rent for the full Lease Term. Following
re-entry of the premises by Landlord, Tenant shall continue to pay all Rent as
it becomes due under the terms of this Lease, or at Landlord’s option, all Rent
for this balance of the Lease Term shall be deemed immediately due and payable
by Tenant to Landlord, together with all other expenses incurred by Landlord in
regaining possession; it being understood that Landlord shall have no
obligations to mitigate Tenant’s damages by reletting the
Premises.
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8.2
Rights
and Remedies: The various rights and remedies herein granted to landlord
shall be cumulative and in addition to any other rights or remedies which
Landlord may be entitled to at law or in equity. The exercise of one of more
rights or remedies of Landlord shall not impair Landlord’s right to exercise any
other right or remedy. In all events, Landlord shall have the right, upon notice
to Tenant, to cure any breach by Tenant, at Tenant’s sole cost and expense, and
Tenant shall reimburse Landlord for such costs and expenses plus fifteen (15.0%)
percent as overhead, immediately demand.
ARTICLE
IX
ASSIGNMENT AND
SUBLETTING
9.1
Assignment
and Subletting: Tenant may not sublet the Premises without the express
prior written consent of Landlord. Any proposed assignee or sublessee or its
business in subject to compliance with additional requirements of the law
(including related regulations) commonly known as the “Americans with
Disabilities Act” beyond those requirements which are applicable to the tenant
desiring to assign or sublease.
ARTICLE
X
ATTORNMENT AND
SUBORDINATION
10.1
Attornment:
Tenant shall attom and be bound to any of Landlord’s successors under all the
terms, convenants and conditions of this Lease for the balance of the lease
Term, as renewed or extended.
10.2
Subordination:
This Lease is, and shall be subordinate to the lien of any mortgage, security
deed, deed of trust, or the lien resulting from any and all advances to be made
under such Mortgages and all renewals, medications, extensions, consolidations,
and replacements thereof. The aforesaid provisions shall be self-operative, and
no further instrument of subordination shall be required to evidence such
subordination. Tenant covenants, and agrees to execute and deliver, upon demand,
such further instrument or instruments subordinating this Lease on the foregoing
basis to the lien of any such Mortgages as shall be requested by Landlord and
any mortgagee(s) of the Property. Tenant hereby irrevocably appoints Landlord
the attorney-in-fact of Tenant to execute and deliver such instruments if Tenant
has failed to do so within ten (10) days after being requested to do
so.
ARTICLE
XI
MISCELLANEOUS
11.1
Attorney’s
Fees: Tenant shall pay reasonable attorney’s fees incurred by Landlord in
the enforcement of any of the terms, covenants, or provisions of this
Lease.
11.2 Late
Charges: All rent not paid when due shall bear interest at the highest
legal rate not to exceed eighteen percent (18.0%) per annom calculated from the
due date of such Rent. Tenant shall, in addition, pay as Additional Rent a fee
of $50.00 for processing of each and every late payment.
11.3 Time of
Essence: TIME IS OF THE ESSENCE OF THIS LEASE.
11.4 Holding
Over: If Tenant holds over at the end of the lease Term without the
written consent of Landlord, Tenant shall be deemed a tenant-at-sufferance and
Tenant shall pay to landlord, during each month of such holdover period, as
liquidated damages, a sum equal to double the highest amount of Rent paid by
Tenant to landlord during any month of the lease Term; provided, however
acceptance of Rent by Landlord shall not be interpreted as a grant of permission
for Tenant to continue in possession of the Premises.
11.5 Severability:
In the event of any provision of this Lease to any extent shall be deemed
invalid or unenforceable, the remainder of this Lease shall not be affected
thereby, and the Lease and the remaining provisions thereof shall be valid and
enforceable to the fullest extent permitted by law.
11.6 Waiver:
No waiver by landlord of any provision of this Lease shall be deemed to be a
waiver of any other provision hereof or of any subsequent breach by Tenant of
the same provision. Landlord’s consent to, or approval of, any act by Tenant
shall not be a deemed to render unnecessary the obtaining of Landlord’s consent
to, or approval of, any subsequent act. No agreement by Landlord to accept
Tenant’s surrender of the Premises shall be valid unless in writing from
landlord.
11.7 Right of
Entry: Landlord shall have free access to the Premises at all reasonable
times to inspect the Premises and to make such repairs, addition, improvements,
changes or alterations to the Premises, as Landlord may elect
11.8 Successors
and Assigns: Except as otherwise provided herein, this Lease shall be
binding upon and inure to the benefit of the parties hereto and their respective
heirs, personal representatives, executors, successors and assigns.
11.9 Headings,
captions and References: The Article and Section Captions contained in
this Lease are for convenience only and do not in any way limit or amplify any
terms of provisions hereof. The use of the terms “hereof” and “herein” shall
refer to this Lease as a whole, except where noted otherwise.
11.10 Survival
of Obligations: The provisions of this Lease with respect to any
obligation of Tenant, including, without limitation, any indemnities of Tenant
contained in this lease, and Tenant’s covenant to pay rent, shall specifically
survive the expiration or earlier termination of this Lease.
11.11 Representations:
Tenant acknowledges that neither Landlord nor Landlord’s agents, employees, or
contractors have made any representations or promises with respect to the
Premises, or this lease, except as expressly set forth herein.
4
11.12 Landlord’s
Liability: In the event of any alleged default of Landlord, Tenant shall
not seek to secure any claim for damages of indemnification by any attachment,
levy, judgment, garnishment or other security proceedings against any property
of the Landlord other than Landlord’s equity in the Property. It being agreed
and understood, however, that the maximum recovery by Tenant against Landlord
Shall be in an amount equal to the lesser of (i) the net worth of Tenant as of
the date of Tenant’s claim against Landlord, or (ii) Landlord’s equity interest
in the Property. Landlord as sued herein, shall include any assignee or other
successor of the original landlord or its successors or assigns.
11.13 Jurisdiction:
The laws of the State of Florida shall govern the interpretation,
validity, performance, and enforcement of this Lease.
11.14 Tenant,
at Tenant’s expense, shall comply with all laws, rules, orders, ordinances,
directions, regulations, and requirements of federal, state, county and
municipal authorities, now in force or which may hereafter be in force.
Including, but not limited to, The Americans with Disabilities Act, which shall
impose any duty upon Landlord or Tenant with respect to the use occupation or
alteration of the Premises.
11.15 Estopped
Certificates: Within ten (10) days after written request by Landlord,
Tenant shall execute acknowledge, and delivery to Landlord, or to such other
party as may be designated by Landlord, a certificate stating that this Lease is
in full force and effect and has not been modified, supplemented or amended in
any way, except as indicated in such certificate; that all conditions and
agreements hereunder to be performed by Landlord have been satisfied or
performed, except as set forth in said certificate; that Tenants is not in
default in the payment of Rent or any of the other obligations required of
Tenant hereunder; and that Tenant has paid Rent as of the date set forth in the
certificate.
11.16 Entire
Agreement: This Lease constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof and no subsequent
amendment or agreement shall be binding upon either party unless it is signed by
each party. The submission of this Lease shall not constitute an offer to lease
by Landlord and this Lease shall not be binding unless and until it is signed by
Landlord and Tenant.
11.17 Exhibits
and Addenda: All exhibits and addenda attached to this Lease are by this
reference incorporated into this Lease. Insofar as such exhibits or addenda
conflict with any of the terms or provisions contained in the text of this
Lease, the terms and provisions of such exhibit or addenda shall govern and
control.
IN
WITNESS WHEREOF, the parties hereto have executed this Lease under seal the day
and year first above written.
|
Landlord
|
||
|
Illegible
|
Hill
Street, LLC
|
|
|
Witness
|
||
|
By:
/s/ N.D. Redmond. Ja.
|
||
|
Printed
Name: N.D. Redmond. Ja.
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||
|
Date:
2-28-08
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||
|
TENANT
|
||
|
Subaqueous Services
LLC
|
||
|
By:
/s/ James L.
Rose
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||
|
Illegible
|
Printed
Name: James L. Rose
|
|
|
Witness
|
||
|
Date:
FEB 28,
2008
|
|
|
·
|
Office
Includes use of existing office furniture, fixtures, and equipment
including the use of the phone
system
|
|
|
·
|
Any
maintenance and repair exceeding $1000.00 to be lessor responsibility.
Lessor to maintain A/C, Heat and Plumbing
100%
|
|
|
·
|
Lessee
accepts the waterfront in its as is condition. No repairs or improvements
on the waterfront will be the responsibility of
lessor.
|
|
|
·
|
However,
Lessee may make any such repairs and Improvements at its option and
expense. In additions, if Lessee determines that any such repairs or
improvements are necessary for its operations, but is unwilling to pay for
any such repairs or improvements, then, in such event, and in addition to
all other early Lease cancellation rights of Lessee herein, Lessee may
terminate the Lease Agreement effective at the end of the then current
month, without further obligation or
liability.
|
|
|
·
|
All
improvements must have prior approval of
lessor
|
|
|
·
|
Lease
can be TERMINATED AND CANCELED by either Lessee or Lessor with 6 months
written notice. There would be no further obligation of either party after
that termination date.
|
|
|
·
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Utilities
will be included in the rental amount each month at a flat rate of
$2000.00
|
5
|
|
·
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Lessee
to show lessor as additional insured on their General Liability Insurance
Policy.
|
|
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·
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Lessor
to have full access to property for inspection of activities as it relates
to the property.
|
|
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·
|
Any
improvements or alterations to be lessee’s sole responsibility and must
have pre approval of lessor
|
|
|
·
|
Gate
at 1901 Hill Street will have shared use by other tenants; all keys must
be logged by each tenant for lessor and lessee
information.
|
|
|
·
|
Rent
to have annual increase of 5% effective January 1st
of each year.
|
|
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·
|
If
available lessee has option to lease upstairs second floor of office
building and/or North waterfront of Ford building for an additional $2000
each.
|
|
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·
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Rent
is due no later than the 10th
of each month in advance.
|
|
/s/
James L. Rose
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/s/
N.D. Redmond. Ja.
|
|
|
James
L. Rose
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Lessor
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|
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Executive
Vice President Atlantic Seaboard and Caribbean Orion Marine
Group
|
Hill
Street, LLC N.D. Redmond, Jr.
|
|
|
February
28, 2008
|
2/28/08
|
6
7
|
Feb
28 2008 5:17PM
|
Pallet
Consultants
|
1-904-353-0712
|
p.8
|
|
ACORD. CERTIFICATE
OF LIABILITY INSURANCE
|
OP
ID KP
ORION
- 2
|
DATE
(MM/DD/YYYY)
02/28/08
|
|
PRODUCER
Taylor
Johnson Group
1081 19th
Street, Suite 300
Virginia
Beach VA 23451
Phone:
757-468-6100 Fax:
757-468-9917
|
THIS
CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO
RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND,
EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW.
|
||
|
INSURERS
AFFORDING COVERAGE
|
NAIC#
|
||
|
INSURED
|
INSURER
A:
|
Fireman’s
Fund Insurance Co.
|
21873
|
|
Orion
Construction LP
Subaqueous
Services, LLC
12550
Fuqua
Houston
TX 77034
|
INSURER
B:
|
United
States Fid & Guar Co
|
|
|
INSURER
C:
|
Signal
Mutual Indemnity Assoc.
|
||
|
INSURER
D:
|
|||
|
INSURER
E:
|
|||
|
COVERAGES
|
|||||||
|
THE
POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED
ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,
TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH REPSECT TO WHICH
THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY
THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND
CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE REDUCED BY
PAID CLAIMS
|
|||||||
|
INSRD
LTR
|
ADDL
INSRD
|
TYPE
OF INSURANCE
|
POLICY
NUMBER
|
POLICY
EFFECTIVE DATE (MM/DD/YYYY)
|
POLICY
EXPIRATION DATE (MM/DD/YYYY)
|
LIMITS
|
|
|
GENERAL
LIABILITY
|
EACH
OCCURENCE
|
$
1000000
|
|||||
|
A
|
S
COMMERCIAL GENERAL
LIABILITY
|
OML
99050051
|
01/01/08
|
07/01/08
|
DAMAGE
TO RENTED PREMISES (Ea. occurrence)
|
$
1000000
|
|
|
££ CLAIMS
MADE S
OCCUR
|
MED
EXP (Any one person)
|
$
5000
|
|||||
|
S
Pollution Sudden
|
PERSONAL
& ADV INJURY
|
$
1000000
|
|||||
|
S Incl
Contractual
|
GENERAL
AGGREGATE
|
$
2000000
|
|||||
|
GEN’L
AGGREGATE LIMIT APPLIES PER:
|
PRODUCTS
– COMP/OP AGG
|
$
1000000
|
|||||
|
|
|
£
POLICY S
PROJECT £
LOC
|
|
|
|
|
|
|
|
|
AUTOMOBILE
LIABILITY
|
|
|
COMBINED
SINGLE LIMIT (Ea accident)
|
$
|
||
|
|
|
£ ANY
AUTO
|
|
BODILY
INJURY (Per person)
|
$
|
|||
|
£ ANY
OWNED AUTO
|
||||||||
|
£
SCHEDULED AUTOS
|
||||||||
|
|
|
£ HIRED
AUTOS
|
|
BODILY
INJURY (Per accident)
|
$
|
|||
|
£
NON-OWNED AUTOS
|
||||||||
|
|
|
£
|
PROPERTY
DAMAGE (Per accident
|
$
|
||||
|
|
|
£
|
|
|||||
|
|
|
GARAGE
LIABILITY
|
|
AUTO
ONLY-EA ACCIDENT
|
$
|
|||
|
|
|
£ ANY
AUTO
|
OTHER
THAN AUTO ONLY:
|
EA
ACC
|
$
|
|||
|
|
|
£
|
|
AGG
|
$
|
|||
|
|
|
EXCESS/UMBRELLA
LIABILITY
|
|
|
EACH
OCCURRENCE
|
$
|
||
|
|
|
£
OCCUR £ CLAIMS
MADE
|
AGGREGATE
|
$
|
||||
|
|
|
$
|
||||||
|
|
|
£
DEDUCTIBLE
|
$
|
|||||
|
|
|
£
RETENTION $
|
|
|
|
$
|
||
|
B
|
WORKERS
COMPENSATION AND EMPLOYERS LIABILITY
ANY
PROPRIETOR/PARTNER/
EXECUTIVE
OFFICER/MEMBER EXCLUDED?
If
yes, describe under SPECIAL PROVISIONS below.
|
D274W00421
|
10/01/07
|
10/01/08
|
S WC
STATUTORY LIMITS £
OTHER
|
|
|
E.L
EACH ACCIDENT
|
$
1,000,000
|
|||||
|
E.L.
DISEASE – EA EMPLOYEE
|
$
1,000,000
|
|||||
|
E.L.
DISEASE – POLICY LIMIT
|
$
1,000,000
|
|||||
|
C
|
OTHER
USL&H/JONES
ACT
|
#19100
|
10/01/07
|
10/01/08
|
Bach
Oaou 10,000,000
|
|
|
DESCRIPTION
OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSMENT/SPECIAL
PROVISIONS
Hills
Street, LLC is additional insured with regard to general liability only
for property at 1901 Hill Street, Jacksonville,
FL.
|
|
|
CERTIFICATE
HOLDER
|
CANCELLATION
|
|
HILLSTR
Hill
Street, LLC
Post
Office Box 1851
Bainbridge
GA 39818
|
SHOULD
ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS NOTICE TO
THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHAL IMPOSE
NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
REPRESENTITIVES.
|
|
AUTHORIZED
REPRESENTITIVE
/S/
Michael Peuris
|
|
|
ACCORD
25 (2001/08)
|
©
ACORD CORPORATION 1988
|
8
IMPORTANT
If the
certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A
statement on this certificate does not confer rights to the certificate holder
in lieu of such endorsement(s).
If
SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,
certain policies may require an endorsement. A statement on this certificate
does not confer rights to the certificate holder in lieu of such
endorsement(s).
DISCLAIMER
The
Certificate of Insurance on the reverse side of this form does not constitute a
contract between the issuing insurer(s), authorized representative or producer,
and the certificate holder, nor does it affirmatively or negatively amend,
extend or alter the coverage afforded by the policies listed
thereon.
9