Exhibit 10.2


 


LEASE AGREEMENT


 


THIS LEASE AGREEMENT (this “Lease”) is made
this 14th day of November, 2003, by and between STONE MOUNTAIN INDUSTRIAL PARK,
INC., a Georgia corporation (hereinafter referred to as “Lessor”) and SIMPSON
STRONG-TIE COMPANY, INC., a California corporation (hereinafter referred to as
“Lessee”).


 


W I T N E S S E T H:


 


1.               Premises.  In consideration of the rents to be paid and the covenants to be
performed by Lessee upon the terms and conditions set forth herein, Lessor
hereby leases to Lessee, and Lessee hereby leases from Lessor, that certain 112,000
square foot building commonly known as 8701 Jesse B. Smith Court,
Jacksonville, Florida, together with the right to use parking and trucking
areas from time to time designated by Lessor or as may be shown on the site
plan attached hereto as Exhibit A and hereby made a part hereof
(hereinafter called the “Premises”). The Premises are located on that certain
tract or parcel of land more particularly described as follows:


 


A parcel of land situated in Section 34,
Township 1 South, Range 25 East, Duval County Florida, being a portion of Unit
1, Westside Industrial Park Subdivision as recorded in Plat Book 46, page 84A-E
of the Public Records of Duval County, Florida, and being more particularly
described as follows:


 


Begin at the northernmost point of the
rounded intersection of the northern right of way of Westside Industrial
Drive (80’ r/w) and the western right of way of Bulls Bay Hwy. (130’ r/w);
running thence along the western right of way of Bulls Bay Hwy. (130’ r/w) and
a curve to the right (said curve having a chord bearing of N 15°35’36” E, a
chord distance of 95.08 feet, and a radius of 751.05 feet) an arc distance of
95.13 feet to a point; running thence along said right of way N 0°00’00” E a
distance of 553.05 feet to a point; running thence and leaving said right of
way S 89°39’32” W a distance of 129.85 feet to a point; running thence N
0°00’00” W a distance of 1021.33 feet to a point; running thence S 89°39’32” W
a distance of 800.00 feet to a point; running thence S 89°39’32” W a distance
of 841.58 feet to a point and the TRUE POINT OF BEGINNING; running thence S
0°00’00E a distance of 635.47 feet to a point lying on the northern right of
way of Jesse B. Smith Ct. (80’ r/w); running thence along said right of way N
89°57’38” W a distance of 87.74 feet to a point; running thence along said
right of way and a curve to the right (said curve having a chord bearing of N
55°48’33” W, a chord distance of 28.10 feet and a radius of 25.00 feet) an arc
distance of 29.84 feet to a point; running thence along said right of way and a
curve to the left (said curve having a chord bearing of S 34°11’27” W, a chord
distance of 115.80 feet and a radius of 70.00 feet) an arc distance of 303.46
feet to a point; running thence and leaving said right of way N 88°48’33” W a
distance of 662.11 feet to a point; running thence N 01°11’27” E a distance of
697.02 feet to a point; running thence S 89°39’32” E a distance of 823.55 feet
to a point and the TRUE POINT OF BEGINNING.


 


This Lease is subject to all encumbrances,
easements, covenants and restrictions of record and to the Declaration of
Covenants, Restrictions and Easements for Westside Industrial Park.


 


2.               Term.  To have and to hold for a term of Seven (7)
years, said term to begin the 1st day of February, 2004,
and to end at midnight on the 31st day of January,  2011, unless sooner terminated as
hereinafter provided.


 


3.               Base Rent.  Lessee shall pay to Lessor monthly base rent
of $33,198 due on the first day of each month in advance, without offset
or demand, commencing on February 1, 2004.  In
addition to rent, Lessee shall pay monthly in advance concurrent with rental
payments, all applicable State and Local Sales Tax on all sums due under this
Lease. As of the date of execution of this Lease, the current applicable State
and Local Sales Tax rate is 7%. In the event Lessee fails to pay the
rent or any other payment called for under this Lease within ten (10) days of
the time period specified, Lessee shall pay as additional rent a late charge
equal to five percent (5%) of the unpaid amount, which late charge shall be
paid with the required payment. Monthly base rent for any fractional calendar
month shall be prorated.


 


“Consumer Price Index”, as used herein, shall mean
“The Consumer Price Index for All Urban Consumers (CPI-U), All Items, U.S. City
Average (1982-1984 equals 100), published be the United States Department of
Labor, Bureau of Labor Statistics.”


 

















 


Effective at
the end of every three and one-half Lease Years, the Base Rent set forth above
shall be increased by the same percentage by which the Consumer Price Index
shall have increased from the Base Period to the month immediately preceding
the month of the commencement of the new Lease Year.  The “Base Period” as used herein, shall mean the first month of
occupancy under this Lease.  During any
Lease Year within the lease term which is less than twelve (12) full months,
any amount to be paid with respect to such period shall be pro-rated, based on
the actual number of days of the partial Lease Year and assuming each month to
have thirty (30) days.  In the event the
Consumer Price Index referenced herein is discontinued parties shall accept
comparable statistics on the purchasing power of the consumers’ dollars as
published at the time of said discontinuation by a responsible periodical of
recognized authority to be chosen by the parties.  In no event shall the monthly rent be less than the monthly rent
from the previous Lease Year.


 


4.  Utilities.  Lessee shall place utility bills of all
types in its name and shall pay same, along with all assessments pertaining to
the Premises, including, but not limited to, water, sewer, natural gas,
electricity, fire protection and sanitary pick up bills for the Premises, or
used by Lessee in connection therewith. 
If Lessee does not pay same, Lessor may pay the same and such payment
shall be added to and treated as additional rental of the Premises.  Lessor
shall in no event be liable for any failure or interruption of utility or other
services to the Premises.


 


5.               Mortgagee’s Rights. 
Lessee’s rights under this Lease shall be subject to any bona fide
mortgage, deed of trust, deed to secure debt or other security instrument which
is now, or may hereafter be, placed upon the Premises by Lessor, and Lessee
agrees to execute and deliver such documentation as may be required to evidence
such subordination within ten (10) days of receipt of a request for such
execution.


 


6.               Maintenance and Repairs by Lessee.  Lessee shall not allow the Premises to fall
out of repair or deteriorate, and, at Lessee’s own expense, Lessee shall keep
and maintain the Premises in good order and repair, except portions of the
Premises to be repaired by Lessor under terms of Paragraph 7 below and keep the
Premises free and clear of trash and debris and in a clean and sanitary
condition, free from pests and rodents. 
In the event Lessee fails to make said repairs, Lessor may, but shall
not be obligated to, make such repairs, in which event, Lessee shall promptly
reimburse Lessor, as additional rent, for all expenses incurred thereby.  Lessee also agrees to keep all systems
pertaining to water, fire protection, drainage, sewer, electrical, heating,
ventilation, air conditioning and lighting in good order and repair, and shall
maintain at all times a maintenance contract for the heating, ventilation and
air conditioning equipment with an HVAC contractor approved by Lessor.  Said maintenance contract shall provide for
inspection and filter changes at least every sixty (60) days. Lessee covenants
and agrees that during the term of this Lease and for such further time as
Lessee, or any person claiming under it, shall hold the Premises or any part
thereof, it shall not cause the estate of Lessor in the Premises to become
subject to any lien, charge or encumbrance whatsoever, it being agreed that
Lessee shall have no authority, express or implied, to create any lien, charge
or encumbrance upon the estate of Lessor in the Premises.


 


7.               Repairs by Lessor.  Lessor agrees to keep in good repair the
grounds, roof, foundations, paved areas and exterior walls, excluding painting,
glass and doors.  Lessor gives to Lessee
exclusive control over the Premises and shall be under no obligation to inspect
the Premises.  Lessee shall promptly
notify Lessor of any damage covered under this paragraph, and Lessor shall be
under no duty to repair unless it receives notice of such damage.
Notwithstanding the foregoing, Lessee and not Lessor shall be responsible for
any repairs or maintenance necessitated by Lessee’s negligence or misuse of the
Premises or other portions of the building or grounds.


 


8.               Modifications and Alterations to the Premises.  No modifications or alterations to the
Premises or openings cut through the roof shall be made by Lessee without the
prior written consent of Lessor.  In the
event any such modifications or alterations are performed, same shall be
completed in accordance with all applicable codes and regulations.  Any alterations or improvements to the
Premises made by Lessee shall at once become the property of Lessor and shall
be surrendered to Lessor upon the expiration or prior termination of this
Lease; provided, however, Lessor, at its option, may require Lessee to remove
any improvements or repair any alterations in order to restore the Premises to
the condition existing at the time Lessee took possession.


 


9.               Removal of
Fixtures.  Lessee shall remove all
trade fixtures and equipment which Lessee has placed in the Premises prior to
the expiration of the Lease Term, provided Lessee repairs all damages to the
Premises caused by


 


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such removal.  Lessee shall not remove, under any
circumstances, the following:  heating,
ventilating, air conditioning, plumbing, electrical and lighting system
equipment and fixtures or dock levelers. 
In the event this Lease is terminated for any reason, any property
remaining in or upon the Premises may be deemed to become property of Lessor
and Lessor may dispose of same as it deems proper with no liability to Lessor
and no obligation to Lessee.


 


10.         Return of Premises.  Lessee shall return the Premises to Lessor,
at the expiration or prior termination of this Lease, broom clean and in as
good condition and repair as when first received, normal wear and tear, damage
by storm, lightning, earthquake or other casualty excepted.  Lessee shall remove its personal property
from the Premises at the expiration or prior termination of this Lease.  Failure to comply with this paragraph will
constitute holding over by Lessee.


 


11.         Destruction of or Damage to Premises.  If the Premises are totally destroyed by
storm, fire, lightning, earthquake or other casualty, this Lease shall
terminate as of the date of such destruction, and rental shall be accounted for
as between Lessor and Lessee as of that date. 
If the Premises are damaged, but not wholly destroyed by any of such
casualties, rental shall abate in such proportion as use of the Premises has
been destroyed, and Lessor shall restore the Premises to substantially the same
condition as before damage as speedily as practicable, whereupon full rental
shall recommence; provided, however, that if the damage shall be so extensive
that the same cannot be reasonably repaired and restored within six (6) months
from date of the casualty, then either Lessor or Lessee may terminate this
Lease by giving written notice to the other party within thirty (30) days from
the date of such casualty.  In the event
of such termination, rental shall be apportioned and paid up to the date of
such casualty.


 


12.         Indemnity.  Lessee agrees to indemnify and hold harmless
Lessor from and against any loss, claim, damage, or liability resulting from
any claims for injuries to persons or damages to property by reason of the use
or occupancy of the Premises, the improvements installed by Lessee on
the Premises and all expenses incurred by Lessor because of such injuries or
occupancy, including attorneys’ fees and court costs.


 


13.         Governmental Orders.  Lessee agrees, at its own expense, to
promptly comply with all requirements of any legally constituted public
authority made necessary by reason of the nature of Lessee’s use or occupancy
of the Premises or operation of its business. 
Lessor agrees to promptly comply with any such requirements if not made
necessary by reason of the nature of Lessee’s use, occupancy or operation.  If the cost to Lessor or Lessee, as the case
may be, to comply with such requirements, shall exceed a sum equal to one
year’s rent (as measured by the year in which the requirements arise), then the
party who is obligated under this paragraph to comply with such requirements
may terminate this Lease by giving written notice of termination to the other
party, which termination shall become effective sixty (60) days after delivery
of such notice, and which notice shall eliminate necessity of compliance with
such requirement by the party giving notice unless the party receiving such
notice of termination shall, before termination becomes effective, pay to the
party giving notice all cost of compliance in excess of one year’s rent, or
secure payment of such sum in manner satisfactory to the party giving
notice.  Notwithstanding any provisions
or limitations in this paragraph to the contrary, Lessee shall be responsible
for any and all costs and expenses arising from any violations of environmental
laws or regulations caused by Lessee’s activities or occupancy of the
Premises.  Further, Lessee’s option to
terminate this Lease due to the cost of compliance with environmental laws or
regulations shall only be available to Lessee if the law or regulation in
question was enacted after the date of this Lease.


 


14.         Condemnation.  If the whole of the Premises, or such
portion thereof as will make the Premises unusable for the purpose herein
leased, shall be condemned by any legally constituted authority for any public
use or purpose, or sold under threat of condemnation, then, in any of said
events, the term hereby granted shall cease from the time when possession or
ownership thereof is taken by public authorities and rental shall be accounted
for as between Lessor and Lessee as of that date.  Such termination, however, shall be without prejudice to the
rights of either Lessor or Lessee to recover compensation and damage caused by
condemnation from the condemnor.  It is
further understood and agreed that neither Lessee, nor Lessor, shall have any
rights in any award made to the other by any condemnation.


 


15.         Assignment.  Lessee may not assign this Lease, or any interest
thereunder, or sublet the Premises in whole or in part without the prior
express written consent of Lessor which shall not be unreasonably withheld
and without


 


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giving prior written notice to
Lessor of intent to assign or sublease. 
Any assignees (and of Lessor so elects, any subtenants) shall become
liable directly to Lessor for all obligations of Lessee hereunder. No such
assignment or sublease nor any subsequent amendment of this Lease shall release
Lessee or any guarantor of Lessee’s obligations hereunder.  Lessee agrees not to assign or sublease the
Premises to any one who will create a nuisance or trespass, nor use the
Premises for any illegal purpose; nor in violation of any valid regulations of
any governmental body; nor any manner to vitiate the insurance.  Lessee further agrees that if such subtenant
or assignee is required to pay a rental amount greater than the rental amount
required to be paid by Lessee hereunder, then Lessor shall be entitled to
receive and shall be paid such increased amount.  Upon any such sublease or assignment, Lessee shall provide Lessor
with copies of any and all documents pertaining to such sublease or assignment.


 


16.         Hazardous Substances.  Lessee will not use or suffer the use (by
Lessee or any other person or entity) of the Premises as a landfill or as a
dump for garbage or refuse, and shall not permit any hazardous or toxic waste,
substance, contaminant, asbestos, oil, radioactive or other material, the removal
of which is required or the maintenance or storage of which is prohibited,
regulated, or penalized by any local, state, or federal agency, authority, or
governmental unit, to be brought onto the Premises or if so brought or found
located thereon, shall cause the same to be immediately removed, unless the
maintenance, handling, storage, use, treatment, and disposal of same is in full
compliance with all applicable federal, state and local laws and regulations
pertaining thereto, and Lessee’s obligation to so remove shall survive the
termination of this Lease. Lessee will not use or suffer the use (by Lessee or
any other person or entity) of the Premises in any manner other than in full
compliance with all applicable federal, state and local environmental laws and
regulations.  If Lessee receives any
notice from a governmental agency of violation of any environmental laws and
regulations, Lessee shall promptly deliver a copy of such notice to Lessor.  In the event of any release of any hazardous
or toxic substances, materials or contaminants at, on, in, under or affecting
any portion of the Premises, Lessee shall promptly notify Lessor of such
release.  Lessee further covenants and
agrees to indemnify, protect and save Lessor harmless against and from any and
all damages, losses, liabilities, obligations, penalties, claims, litigation,
demands, defenses, judgments, suits, proceedings, costs, disbursements or
expenses of any kind or of any nature whatsoever (including, without
limitation, attorneys’ and experts’ fees and disbursements) which may at any
time be imposed upon, incurred by or asserted or awarded against Lessor or
arising from or out of any hazardous or toxic substances, materials or
contaminants from all or any portion of the Premises introduced by Lessee (or
any person or entity claiming by, through or under Lessee), including, without
limitation:  (i) the costs of removal of
any and all such hazardous or toxic substances, materials or contaminants from
all or any portion of the Premises; (ii) additional costs required to take
necessary precautions to protect against the release of such hazardous or toxic
substances, materials or contaminants on, in, under or affecting the Premises
into the air, any body of water, any other public domain or any surrounding
areas; and (iii) any costs incurred to comply, in connection with all or any
portion of the Premises with all applicable laws, orders, judgments and
regulations with respect to such hazardous or toxic substances, materials or
contaminants introduced by, or on behalf of Lessee.  This indemnity shall survive the expiration or earlier
termination of this Lease.  In addition,
at the end of the term of this Lease or earlier termination hereof, Lessee, upon
a reasonably based request by Lessor, shall cause, at Lessee’s expense, an
environmental study to be conducted of the Premises by a person or firm
approved by Lessor to ensure that no hazardous wastes, hazardous substances or
other such materials have been stored, handled, treated or disposed of on the Premises
during the term of this Lease in violation of any applicable law.


 


17.         Default; Remedies.  In the event:  (i) base monthly rent hereunder is not paid at the time and place
when and where due and Lessee fails to pay said rent within ten (10) days after
notice from Lessor; (ii) the Premises shall be deserted or vacated without
Lessor’s prior written consent; (iii) Lessee shall fail to comply with any
term, provision, condition, or covenant of this Lease, other than the payment
of rent, and shall not cure such failure within twenty (20) days after notice
to Lessee of such failure to comply; or (iv) Lessee shall fail to comply with
any term, provision, condition, or covenant under any other agreement between
Lessee and Lessor, or breach any obligation owing to Lessor or any affiliate of
Lessor, and shall not cure such failure or breach within twenty (20) days after
notice thereof to Lessee, then in any of such events, Lessor shall have the
option at once, or during continuance of such default or condition to do any of
the following, in addition to, and not in limitation of any other remedy
permitted by law or by this Lease:


 


(A)      Terminate this Lease, in
which event Lessee shall immediately surrender the Premises to Lessor, Lessee
agrees to indemnify Lessor for all loss, damage and expense which Lessor may
suffer by reason of such termination, whether through inability to relet the
Premises, through decrease in rent, through incurring court costs, actual
attorneys’ fees or other costs in enforcing this provision or otherwise;


 


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(B)        Lessor, with or without
terminating this Lease, may terminate Lessee’s right of possession, and, at
Lessor’s option without notice or resort to legal proceedings, reenter, take
possession of and rent the Premises at the best price obtainable by reasonable
effort, without advertisement and by private negotiations and for any term
Lessor deems proper.  Lessee shall be
liable to Lessor for the deficiency, if any, between Lessee’s rent hereunder
and the rent obtained by Lessor on reletting and for any damage, actual
attorney’s fees or other costs incurred by Lessor in enforcing its rights under
this provision; or


 


(C)        Lessor also retains the
right to apply for and obtain a dispossessory action against Lessee and to hold
Lessee liable for all costs incident to seeking such dispossessory action,
including actual attorney’s fees or other costs.


 


Pursuit of any of the foregoing remedies shall not preclude pursuit of
any other remedies herein provided or any other remedies provided by law.  Any notice under this Lease may be given by
Lessor or its attorney.


 


18.         Entry for Carding, Etc..  Lessor may card the Premises “For Lease” or
“For Sale” one hundred twenty (120) days before the termination of this
Lease.  Lessor may enter the Premises
with prior notice to Lessee at reasonable hours during the term of this Lease
to exhibit same to prospective purchasers or tenants and to make repairs
required of Lessor under the terms hereof, or to make repairs to Lessor’s
adjoining property, if any.


 


19.         Effects of Termination of Lease.  No termination of this Lease prior to the
normal ending thereof, by lapse of time or otherwise, shall affect Lessor’s
right to collect rent for the period prior to termination thereof.


 


20.         No Estate in Land.  This contract shall create the relationship
of landlord and tenant between Lessor and Lessee; no estate shall pass out of
Lessor; Lessee has only a possessory interest, not subject to levy and sale,
and not assignable by Lessee except as provided in Paragraph 15 above.


 


21.         Holding Over.  If Lessee remains in possession of the
Premises after expiration of the term hereof, Lessee shall be a month-to-month
tenant upon the same terms and conditions as contained in this Lease, except
that the Base Rent shall be one and one-half times the amount in effect at the
end of said term of this Lease.  No
holding over by Lessee, whether with or without the consent of Lessor, shall
operate to extend the term of this Lease except as otherwise expressly provided
in a written agreement executed by both Lessor and Lessee.


 


22.         Rights Cumulative.  All rights, powers and privileges conferred
hereunder upon parties hereto shall be cumulative but not restrictive to those
given by law.


 


23.         Notices.  Any notice given pursuant to this Lease shall be in writing and
sent by certified mail, return receipt requested, or by reputable overnight
courier to:


 


	
   

  	
  Lessor:

  	
   

  	
  5830 E.
  Ponce de Leon Avenue

  
	
   

  	
   

  	
   

  	
  Stone
  Mountain, Georgia 30083

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Lessee:

  	
   

  	
  Simpson Strong-Tie
  Company, Inc.

  
	
   

  	
   

  	
   

  	
  1720 Couch
  Drive

  
	
   

  	
   

  	
   

  	
  McKinney, TX
  75069

  



 


Either party may change its address for notices hereunder by notice
properly delivered to the other party as provided in this paragraph.  Any notice sent in the manner set forth
above shall be deemed sufficiently given for all purposes hereunder on the day
said notice is deposited in the mail or with the courier.


 


24.         Waiver of Rights.  No failure of Lessor to exercise any power
given Lessor hereunder, or to insist upon strict compliance by Lessee with its
obligations hereunder, and no custom or practice of the parties at variance
with the terms hereof, shall constitute a waiver of Lessor’s right to demand
strict compliance with the terms hereof.


 


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25.         Time of Essence.  Time is of the essence in this Lease.


 


26.         Definitions.  “Lessor” as used in this Lease shall include
Lessor, its heirs, representatives, assigns, and successors in title to the
Premises.  “Lessee” shall include
Lessee, it heirs and representatives, successors, and if this Lease shall be
validly assigned or sublet, shall include also Lessee’s assignees or sublessee,
as to the Premises covered by such assignment or sublease.  “Lessor” and “Lessee” include male and
female, singular and plural, corporation, partnership or individual, as may fit
the particular parties.


 


27.         Exterior Signs.  Lessee shall have the right to erect at
Lessee’s sole expense Lessee’s customary identification sign on the front
entrance glass of the building on the Premises.  This sign shall be securely attached and parallel to said wall,
and shall not be other than a customary trade sign identifying the business of
Lessee.  Lessee shall not paint or
otherwise deface the exterior walls of the building.  The erection of this sign by Lessee shall be subject to and in
conformity with all applicable laws, zoning ordinances and building
restrictions or covenants of record and must be approved by Lessor, based on a
scaled drawing provided by Lessee, before installation.  In the event a sign is erected by Lessee
without Lessor’s consent, Lessor shall have the right to remove said sign and
charge the cost of such removal to Lessee as additional rent hereunder.  Except upon prior written consent from
Lessor, in no event shall Lessee utilize any portable or vehicular signs at the
Premises.  On or before termination of
this Lease Lessee shall remove the sign thus erected, and shall repair any
damage or disfigurement, and close any holes, caused by such removal.


 


28.         Ad Valorem Taxes.  Lessee shall pay to Lessor monthly in
advance concurrent with other rentals hereunder $4,374 for ad valorem
real estate taxes levied against the Premises.   Lessor will pay all ad valorem taxes during each year of the
Lease Term granted or any renewal or extension hereof. Lessee shall reimburse
Lessor, as additional rent, for all sums paid by Lessor for ad valorem taxes in
excess of the total amount of ad valorem taxes paid by Lessee herein.  Lessee shall remit such amounts to Lessor
within thirty (30) days of notice from Lessor of such amount. A per diem apportionment shall apply for any
year within the term of this Lease, which is less than twelve (12) full months.


 


29.         Use of Premises.  The Premises shall be used for warehouse
distribution and manufacturing of Lessee’s products and related office
purposes, and shall not be used for any illegal purposes, nor in any manner to
create any nuisance or trespass, nor in any manner to vitiate or increase
insurance premiums on the Premises, nor for any other purpose.


 


30.         Insurance.


 


(A) Lessee shall pay to Lessor monthly in advance concurrent with other
rentals hereunder $253.00 for insurance reimbursement. Lessor will
carry, at Lessee’s sole cost and expense, “All Risk” or “Special Form”
Insurance Coverage on the Premises in an amount not less than the actual
replacement cost, excluding foundation and excavation costs, as determined by
Lessor.  Lessee shall reimburse Lessor,
as additional rent, for all premiums paid by Lessor for such insurance coverage
in excess of the
total amount paid herein. Lessee shall remit such amounts to Lessor
within thirty (30) days of notice from Lessor of such amount.  Lessee will carry, at Lessee’s sole cost and
expense, property insurance coverage on all alterations and improvements
completed by Lessee and all equipment, inventory, trade fixtures and other
personal property of Lessee.  A per diem apportionment shall apply for any
year within the term of this Lease, which is less than twelve (12) full months.


 


(B) Lessee shall procure, maintain and keep in full force and effect at
all times during the term of this Lease and any renewal hereof, commercial
general liability insurance in an amount not less than $2,000,000.00, per
occurrence of coverage for injury (including death) to one or more persons
attributable to a single occurrence and for property damage. Lessor shall be an
additional insured on Lessee’s liability insurance.  Lessee’s insurance shall be endorsed to be primary to all
insurance of Lessor, with Lessor’s insurance being excess, secondary and
non-contributing.


 


(C)        To
the full extent permitted by law, Lessor and Lessee each waives all right of
recovery against the other for, and agrees to release the other from liability
for, loss or damage to the extent such loss or damage is covered by valid and
collectible insurance in effect at the time of such loss or damage; provided
however, that the foregoing release by each party is conditioned upon the other
party’s carrying insurance with the above described waiver of


 


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subrogation, and if such coverage is not obtained or maintained by
either party, then the other party’s foregoing release shall be deemed to be
rescinded until such waiver is either obtained or reinstated.  All insurance provided for in this Lease
shall be effected under enforceable policies issued by insurers of recognized
responsibility licensed to do business in the state where the Premises are
located.  At least 15 days prior to the
expiration date of any policy procured by Lessee, the original renewal policy
for such insurance shall be delivered by Lessee to Lessor.  Within 15 days after the premium on any such
policy shall become due and payable, Lessor shall be furnished with
satisfactory evidence of its payment. 
The original policy or policies shall be delivered to Lessor at the
commencement of this Lease.  If Lessee
provides any insurance required by this Lease in the form of a blanket policy,
Lessee shall furnish satisfactory proof that such blanket policy complies in
all respect with the provisions of this Lease, and that the coverage thereunder
is at least equal to the coverage which would be provided under a separate
policy covering only the Premises.  If
Lessor so requires, the policies of insurance provided for shall be payable to
the holder of any mortgage, as the interest of such holder may appear, pursuant
to a standard mortgagee clause.  All
such policies shall name Lessor as an additional insured notwithstanding any
act or negligence of Lessee which might otherwise result in forfeiture of such
insurance.  All such policies shall, to
the extent obtainable, contain an agreement by the insurers that such policies
shall not be canceled without at least thirty days prior written notice to Lessor
and to the Holder of any mortgage to whom loss hereunder may be payable.


 


31.         Miscellaneous.  If any term, covenant or condition of this
Lease or the application thereof to any person, entity or circumstance shall,
to any extent, be invalid or unenforceable, the remainder of this Lease, or the
application of such term, covenant or condition to persons, entities or
circumstances other than those which or to which used may be held invalid or
unenforceable, shall not be affected thereby, and each term, covenant or
condition of this Lease shall be valid and enforceable to the fullest extent
permitted by law.  Any money judgment
against Lessor shall be satisfied only out of the right, title and interest of
Lessor in the Premises, and in no event shall Lessee have the right to levy
execution against any property of Lessor other than its interest in the
Premises.  Lessor and Lessee hereby
waive trial by jury in any action or proceeding arising under this Lease.  This Lease contains the entire agreement of
the parties hereto, and no representations, inducements, promises or
agreements, oral or otherwise, between the parties, not embodied herein, shall
be of any force or effect.


 


32.         Radon.  Radon
is a naturally occurring radioactive gas that, when it has accumulated in a
building in sufficient quantities, may present health risks to persons who are
exposed to it over time.  Levels of
radon that exceed federal and state guidelines have been found in buildings in
Florida.  Additional information
regarding radon and radon testing may be obtained from your county public
health unit.


 


33.         Landscape and Common
Area Maintenance.  Notwithstanding the provisions of Paragraph 6
herein above, Lessor shall provide all material, equipment and labor for
exterior landscape and grounds maintenance for the Premises including mowing,
mulching, weeding, fertilizing, insecticiding, pruning, routine replacement of
trees and shrubbery, and other landscaping, drainage, and irrigation system
maintenance.  Lessor will also provide
landscaping and maintenance for right-of-way areas, and the common irrigation
and storm water management systems which serve the Premises and Westside
Industrial Park (“common area maintenance”). 
Lessee shall pay to Lessor $1,247 monthly in advance concurrent
with other rentals hereunder for said services, including Lessee’s pro-rata
share of common area maintenance. Lessor may adjust the monthly fee for said
services once annually to cover any increases in Lessor’s actual costs for said
services, provided however Lessor shall give Lessee not less than 30 days prior
written notice of any adjustments.  Upon
being notified by Lessor of said increased amount of grounds and common area
maintenance, Lessee will remit same to Lessor within thirty (30) days in the
same manner as rent. A per diem apportionment shall apply for any year within
the term of this Lease which is less than twelve (12) full months.


 


EXHIBITS:  The following exhibits, if any, are attached
hereto and hereby incorporated herein:


 


ADDENDUM TO LEASE AGREEMENT


Exhibit A -  Site Plan


Exhibit B – Floor Plan


Exhibit C – Building Specifications


 


IN WITNESS WHEREOF, the parties have hereunto set their hands and
seals, effective the day and year first above written.


 


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  LESSOR:

  
	
   

  	
   

  
	
  Signed, sealed and delivered

  	
  STONE MOUNTAIN INDUSTRIAL PARK, INC.

  
	
  in the presence of:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/SIGNATURE NOT LEGIBLE

  	
   

  	
  By:

  	
  /s/LARRY CALLAHAN

  	
   

  
	
  Witness

  	
  Title:  Chief Operating
  Officer

  
	
   

  	
   

  
	
  /s/ SIGNATURE NOT LEGIBLE

  	
   

  	
   

  
	
  Witness

  	
  [CORPORATE SEAL]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LESSEE:

  
	
   

  	
   

  
	
  Signed, sealed and delivered

  	
  SIMPSON STRONG–TIE COMPANY, INC.

  
	
  in the presence of:

  	
   

  
	
   

  	
   

  
	
  /s/JULIE L. FERNANDEZ

  	
   

  	
  By:

  	
  /s/MICHAEL J. HERBERT

  	
   

  
	
  Witness

  	
  Title:  Chief Financial
  Officer

  
	
   

  	
   

  
	
  /s/KATHLEEN M. KUWITZKY

  	
   

  	
   

  
	
  Witness

  	
  [CORPORATE SEAL]

  
							



 


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ADDENDUM TO LEASE AGREEMENT


DATED NOVEMBER 14, 2003


BETWEEN STONE MOUNTAIN INDUSTRIAL PARK, INC.
(“LESSOR”)


AND


SIMPSON STRONG-TIE COMPANY, INC. (“LESSEE”)


 


34.         OMMITTED


 


35.         HAZARDOUS SUBSTANCES:  Notwithstanding Paragraph 16 herein above,
Lessee may use certain paints and solvents incidental to Lessee’s normal
manufacturing operations in compliance with the applicable laws and regulations
(hereinafter “Permitted uses” and Permitted materials”), provided that Lessee
shall remove and legally dispose of all permitted materials from the Premises,
at its own expense, at the termination of the Lease and indemnify Lessor, as
provided herein above, with respect to any permitted uses and materials.


 


36.         EXPANSION:  If Lessee requires expanded facilities, Lessor will work with
Lessee in good faith to provide Lessee expanded facilities adjoining the
Premises under this Lease or elsewhere in Westside Industrial Park upon then mutually
agreed rentals, terms and conditions. 
Upon Lessee’s commencement of rent payments under any lease with Lessor
for expanded facilities elsewhere in Westside Industrial Park, and Lessee’s
vacating the Premises under this Lease and returning the Premises to Lessor in
accordance with Paragraph 9, hereof, this Lease shall be mutually canceled,
without penalty, by written agreement executed at that time.


 


37.         CANCELLATION OF PRIOR LEASE:  Lessee presently occupies premises owned by
Lessor at 8275 Forshee Drive in Building No. 34, Westside Industrial
Park, Jacksonville, Florida (the “Prior Premises”) under a lease with Lessor
dated June 25, 1996 (the “Prior Lease”).  Effective upon the date that Lessee occupies the Premises under
this Lease and rental therefore commences as provided for in this Lease, the
Prior Lease shall be and is hereby canceled without penalty and neither Lessee
nor Lessor shall have any further obligation to the other under the Prior Lease
except that:


 


(a)                                  Lessee shall have sixty
(60) days from the date of Lease Commencement for the Premises at 8700
Jesse B. Smith Court in which it may also occupy the Prior Premises for the
purpose of “phasing out” of the space. 
Lessee shall not be required to pay any rental for the Prior Premises
during this period.   At the end of said
sixty (60) days, Lessee shall return the Prior Premises in broom clean
condition and in accordance with the terms and conditions of the Prior Lease.


 


(b)                                 Lessee and Lessor
shall promptly “settle accounts” for any amounts involved in pro-ration of
rent, utility payments due, or other matters as may be necessary under the
Prior Lease.


 


The provisions of this Paragraph 37 shall serve as the written
agreement provided for in Paragraph of the Prior Lease.


 


38.                                 Early Entrance:  Lessor agrees that portions of the Premises
will be made accessible to Lessee as soon as practicable for the purpose of
enabling Lessee to enter the Premises to install its trade fixtures and
equipment, so long as such entry will not interfere with completion of
construction of the Premises.  Lessee
agrees to indemnify Lessor from and against all cost, damage and expense
(including reasonable attorneys’ fees and expenses) arising from Lessee’s entry
onto the Premises prior to Substantial Completion.


 


39.                                 Renewal Option:  Provided that Lessee is not in default and
has not sublet or assigned the Premises, Lessee shall have the option to renew
the terms of this lease for one five (5) year term under the same terms and
conditions as provided herein, except that the Base Rent shall be increased by
the same percentage which the Consumer Price Index shall have increased from
the Base Period to the month immediately preceding the month of the
commencement of the new Lease Term. 
Lessee shall provide Lessor not less than one hundred eighty (180) days
prior written notice of its commitment to renew this Lease.


 


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40.                                 Sign Monument:  Lessee may place a corporate sign on the
brick pump house located at the entrance to the facility.  All signage shall be in accordance with
Westside Industrial Park covenants.


 


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