Exhibit 4.22
4701 LEASE
THIS INDENTURE OF LEASE made and entered into this first day of June 2004, by
and between XXXXXX 4701, LLC, a Colorado Limited Company, herein designated
"Landlord" and MINER AND MINER, CONSULTING ENGINEERS, INC., a Colorado
Corporation, herein designated "Tenant".
WITNESSETH
ARTICLE I
PREMISES:
1. Landlord, for and in consideration of the rents, covenants and agreements
hereinafter specified to be paid, kept and performed by the Tenant, has
rented and leased and by these presents does hereby rent and lease unto the
Tenant the following described real estate, to-wit:
Xxx 0, Xxxxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxxx
Xxxxxx xx Xxxxxxx, Xxxxx of Colorado
0000 Xxxxx Xxxxx Xxxxxx, Windsor, Colorado
2. The property hereinabove described is hereinafter referred to as the
"Demised Premises".
ARTICLE II
TERM:
1 Primary Term. The primary term of this lease shall be 5 years commencing
June 1, 2004 and ending on May 31, 2009.
2. Options to Extend. Tenant is hereby granted three successive options of 5
years each to extend this lease beyond its primary term. Failure to
exercise any option by the tenant shall cause all future options to
terminate automatically. The first option shall be from June 1, 2009
through May 31, 2014. The second option shall begin June 1, 2014 and end on
May 31, 2019. The third option shall be from June 1, 2019 through May 31,
2024. In order to exercise any option to extend this lease, Tenant must
give Landlord written notice of exercise not sooner than one year before
the expiration of the then existing term and not later that 180 days prior
to the expiration of the then existing lease term.
ARTICLE III
RENTAL:
1. Rental for the first seven months shall be in the amount of $22,975.00 per
month. Monthly rental payments shall increase to $24,556.00 beginning
January 1, 2005 and shall continue in that amount until January 1, 2006
when monthly rentals shall increase to $26,221.00 and shall continue in
that amount until January 1, 2007. Beginning on January 1, 2007, monthly
rental payments shall increase to $27,270.00 and continue in that amount
until January 1, 2008. Beginning on January 1, 2008, monthly rental
payments shall increase to $28,361.00 and continue in that amount until May
31, 2009. All rentals shall be paid at the business address of the Landlord
at 0000 X. 00xx Xx, Xxxxxxx, Xxxxxxxx 00000, or to such other person firm
or corporation and at such other place as may be hereafter be designated by
Landlord in writing.
2. In the event Tenant elects to exercise any of the options granted to Tenant
to extend the lease, rental payable for the option term shall be as
determined by the parties' negotiations. If the parties are unable to agree
on a fair rental value for an option term, rental shall be determined by
appraisal of fair rental value. In obtaining an appraisal of fair rental
value each party shall select a licensed real estate appraiser than
practicing in the Greater Fort Xxxxxxx, Colorado area. If the two
appraisers are unable to agree on a fair market rental value for the option
term, the two appraisers shall pick a third appraiser similarly qualified
and the decision of the three appraisers shall be binding upon Landlord and
Tenant. In establishing rental rates for the ensuing term, the appraisers
may graduate the rental increases for each year during the option term. In
no event shall rent for any option term be less than the rental rate
payable during the preceding year of the prior term.
3. In addition the Tenant shall pay real estate taxes, Westgate Commercial
Center Subdivision Assessments and the building insurance costs for said
premises when due and shall submit proof of payments to the Landlord within
30 days of payment due dates. This lease is intended to be net of all
taxes, utilities and maintenance. Tenant shall pay all costs of repair and
maintenance for the Demised Premises.
4. Tenant shall have the right to contest the amount of validity, in whole or
in part, of any ad valorem tax assessment or seek a reduction in the
assessed valuation of the Demised Premises by appropriate proceeding
diligently conducted in good faith, but only after payment of such amount
and/or item in question unless said payment would operate as a bar to such
contest or interfere materially with the prosecution thereof. Upon final
determination of such proceedings, Tenant shall immediately pay any
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amounts plus interest, fees, penalties, or other liability in connection
thereof as finally determined in such proceedings as required by law. Tenant
covenants that Landlord shall not suffer or sustain any costs or expense
(including but not limited to attorney's fees) or any liabilities in
connection with such proceeding. Tenant shall consult with Landlord before
and during any such contest.
ARTICLE IV
IMPROVEMENTS BY TENANT-TRADE FIXTURES:
1. All trade fixtures, equipment, appliances, furniture, furnishings, together
with improvements approved by Landlord installed in the Demised Premises by
the Tenant may be removed by the Tenant at the expiration of the term of this
lease, or any extension or renewal thereof, or any sooner termination
thereof, and if removed Tenant shall repair any damage caused by such removal
and restore the building to the same condition it was in at the time such
fixtures, equipment, appliances, furniture, furnishings and improvements were
installed. All such fixtures, equipment, appliances, furniture, furnishings
and other improvements installed by Tenant, if Tenant elects to remove the
same, shall be removed within five (5) days after the termination of this
lease, otherwise the same shall become the property of the Landlord.
2. Tenant agrees to promptly pay all costs and expenses involved or incurred in
the installation of such improvements, fixtures, equipment, appliances,
furniture and furnishings and under no circumstances shall Tenant suffer or
permit the Demised Premises to become charged with a lien for unpaid labor or
material bills incurred in such work and all such installation and work to be
performed by Tenant shall be at the sole cost, risk and expense of the
Tenant. The Tenant also agrees to save the Landlord harmless of and from and
to indemnify Landlord against liability for damages to persons or property
resulting from such installation and work.
ARTICLE V
UTILITIES, PERSONAL PROPERTY TAXES:
1. Tenant agrees to pay all bills for electricity, gas, water and sewer service
used by Tenant and to pay all personal property taxes levied and assessed
against the Tenant's and Landlord's personal property located and used on the
Demised Premises promptly when due and before the same become delinquent.
ARTICLE VI
MAINTENANCE, UPKEEP AND USE OF PREMISES:
1. Tenant agrees to use and occupy the Demised Premises as offices for
engineers, software personnel and other businesses and professions in a safe
and lawful manner; that it will not permit or suffer any waste thereon or
thereof, or any nuisance thereon or thereabout; that it will keep the
sidewalks adjacent to said premises free from ice and snow and will maintain
said premises and landscaping in a clean, orderly and sightly condition.
Tenant further agrees to keep all improvements upon said premises, including
all sewer connections, plumbing, air conditioning and heating appliances,
wiring, glass and doors, roof and parking lot, in good order and repair and
condition at the expense of the Tenant; not to endanger the floors or walls
of the Demised Premises by overloading; to order no repairs at the expense of
the Landlord, and at the expiration of this lease to surrender and deliver
said premises, including all air conditioning and heating appliances,
plumbing, sewer connections, wiring, glass, doors and windows in as good
order and condition as when the same were entered upon, loss by fire and
ordinary wear excepted. Provided, however, Tenant shall cause the Landlord to
be paid from proceeds of insurance carried by Tenant on the Demised Premises
for any damages or losses to the extent Tenant is paid by the insurance
carrier for such damages or losses. Tenant agrees to comply with the laws and
observe all laws, statutes, ordinances, regulations and legal requirements
relating to the use and occupancy of said premises and to the business
conducted thereon, and that it will not suffer or permit said premises to be
used for the purpose of carrying on any illegal business or occupation.
ARTICLE VII
ALTERATIONS AND ADDITIONS:
1. Tenant shall make no alterations or changes or additions to the Demised
Premises without first procuring the written consent of the Landlord.
Landlord shall not unreasonably withhold such consent but may condition such
consent upon being satisfied with plans and specifications submitted by
Tenant, verification of financial ability to pay for the improvements and the
opinion of real estate advisors that the alterations or additions will not
decrease the value of the Demised Premises. All additions, alterations and
improvements made to the Demised Premises by either Landlord or Tenant shall
become the property of Landlord and be surrendered with the premises at the
termination of this Lease. During the time of any construction by Tenant on
the Demised Premises, Landlord shall have the right to post the premises
notifying contractors that Landlord is not liable or responsible for the cost
of any such additions or repairs.
2. Whenever Landlord conveys its interest in the Premises, Landlord shall
automatically be released from further performance of covenants on the part
of Landlord contained herein, and from any and all further liability,
obligations, costs and expenses, demands, causes of action, claims or
judgments arising from or growing out of or connected with this Lease after
the effective date of said assignment. If requested, Tenant
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shall execute a form of release and such other documentation as may be
required to effect the provisions of this paragraph. The effective date of
said release shall be the date the assignee executes an assumption of such an
assignment whereby the assignee expressly agrees to assume all of Landlord's
obligations, duties, responsibilities and liabilities with respect to this
lease.
ARTICLE VIII
ASSIGNMENT AND SUBLETTING:
1. It is agreed that Tenant shall not assign this lease or sublet the premises
to any other person, firm or corporation without the written consent of the
Landlord first had and obtained, which consent may be withheld in the sole
discretion of Landlord.
ARTICLE IX
INSURANCE:
1. General Liability: Tenant at its sole cost and expense, but for the mutual
benefit of Landlord and Tenant as named insureds, shall maintain commercial
general liability insurance on an "occurrence basis" against claims for
"personal injury," including without limitation, bodily injury, death or
property damage occurring upon, in or about the Demised Premises and on, in
or about the adjoining sidewalks, streets, and passageways, with a limit of
not less than one million dollars ($1,000,000) each occurence and two million
dollars ($2,000,000) aggregate with respect to personal injury or death to
any one or more persons or damage to property. The Landord, by written
notification to Tenant, may require the limits of general liability insurance
to be increased to the extent inflation has caused the existing limit to
become commercially imprudent as generally determined by similar lease
requirements in the geographical area of the Premises.
2. Extended Coverage: Tenant at its sole cost and expense, shall keep the
improvements on the Demised Premises insured during the Term for the mutual
benefit of Landlord and Tenant as named insureds, against loss by damage, by
fire and lightening and against loss or damage by other risks embraced by
coverage of the type now known as the Broad Form of Extended Coverage,
including, but not limited to, fire, riot, and civil commotion, vandalism and
malicious mischief, extended perils (all risk) and against such other risks
or hazards as Landlord may from time to time reasonably designate in amounts
sufficient to prevent Landlord or Tenant from becoming co-insurer under the
terms of the applicable policies but in any event in an amount not less than
the full replacement cost of the improvements on the Demised Premises without
deduction for physical depreciation and with not more than $2,500.00
deductible from the loss payable for any casualty. The policies of insurance
carried in accordance with this paragraph shall contain a replacement cost
endorsement. Such full replacement cost shall be determined from time to
time, but not more frequently than once in any 12 consecutive calendar
months. In all events, such insurance shall be in form and content and amount
necessary to satisfy Landlord's first mortgage lender. Such insurance shall
be written by companies reasonably acceptable to Landlord.
3. Waiver of Subrogation: Landlord and Tenant each hereby waive any and all
rights of recovery against the other, or against the partners, officers,
employees, agents and representatives of the other for loss or damage to such
waiving party or its property or the property of the other under its control
to the extent that such loss or damage is insured against under any policy in
force at the time of such loss or damage. Tenant shall, upon obtaining the
policies of insurance required hereunder, give notice to the insurance
carrier or carriers that the foregoing mutual waiver of subrogation is
contained in this lease.
4. Tenant's Contents: Tenant shall assume the risk of damage to any fixtures,
goods, inventory, equipment, furniture and Leasehold improvements which
remain in the property of Tenant to as to which Tenant retains the right of
removal from the Demised Premises and Landlord shall not be liable for injury
to Tenant's business or any loss of income wherefrom relative to such damage.
5. Rental Income insurance: Tenant shall obtain and keep in force during the
term of this Lease a policy of rental income insurance in amount adequate to
cover all rental due hereunder for a period of 12 months, with loss payable
to Landlord, which insurance shall also cover all real estate taxes and
insurance costs for which Tenant is obligated during such 12-month period.
ARTICLE X:
FIRE OR OTHER CASUALTY LOSSES
1. Restoration of Damaged Premises. In the event the Demised Premises are
damaged or destroyed or rendered partially un-tenantable for their then use
by fire or other casualty, Landlord shall promptly repair (but only from
insurance proceeds released by the holder of any mortgage lien upon the
Demised Premises) the Demised Premises and restore the same to substantially
the condition in which they were immediately prior to the happening of such
casualty. The Landlord's obligation to repair shall not extend to any
improvements or additions made by the Tenant unless they become a part of the
Demised Premises.
2. Abatement of Rent: Rent due and payable hereunder shall be abated, but only
to the extent of any proceeds received by Landlord from rental income
insurance maintained pursuant to this Lease during the period commencing with
such damage or destruction and ending with the substantial completion by
Landlord of the
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work of repair or reconstruction.
3. Option to Terminate: If the improvements are damaged or destroyed to the
extent that the same cannot, with reasonable diligence, be fully repaired
or restored by Landlord within 180 days after the date of the damage,
Landlord shall have the option to terminate this Lease by written notice to
Tenant given within 45 days from the date of said damage or destruction.
ARTICLE XI
INDEMNITY
1. The Tenant shall indemnify and hold harmless the Landlord from and against
any and all liability, loss, damage, claims, demands, actions, causes of
action, costs and expense of whatsoever nature, including attorney's fees,
growing out of injury to or death of persons whomsoever including, without
limiting the generality of the foregoing, the officers, agents, servants
and employees of the parties hereto, or the loss of destruction of or
damage to property whatsoever of persons whomsoever, including the parties
hereto, and their employees, when such injury, death, loss, destruction or
damage occurs on the leased Demised Premises or results from or arises in
any way in connection with, or incident to the occupation or use of the
leased Demised Premises by, or the presence thereon of, the Tenant, the
Tenant's officers, agents, servants, employees, patrons, licensees, or
invitees, except to the extent caused by the negligence of the Landlord.
ARTICLE XII
BREACH-REMEDIES:
1. Defaults: The occurrence of any one or more of the following events shall
constitute a material default and material breach of this Lease by Tenant:
a. The failure by Tenant to make any payment of rent or any other payment
required to be made by Tenant hereunder as and when due, or such
failure shall continue for a period of five days after written notice
thereof from Landlord to Tenant;
b. The failure by Tenant to observe or perform any of the covenants,
conditions or provisions of this Lease to be observed or preformed by
Tenant, other than those described in paragraph (1) above, where such
failure shall continue for a period of 30 days after written notice
thereof from Landlord to Tenant; provided, however, that if the nature
of Tenant's default is such that it is capable of being cured but more
than 30 days are reasonably required for its cure, then Tenant shall
not be deemed to be in default if Tenant commences such cure within
such 30-day period and thereafter diligently prosecutes such cure to
completion; or
c. Insolvency: The making by Tenant of a general assignment for the
benefit of creditors. The filing by or against Tenant of a petition to
have Tenant adjudged as bankrupt or of a petition for reorganization
or arrangement under any bankruptcy law (unless, in the case of a
petition filed against the Tenant, the same is dismissed within 90
days); substantially all of Tenant's assets or of Tenant's interest in
this Lease, where possession is not restored to Tenant within 30 days;
or the attachment, or other judicial seizure of substantially all of
Tenant's assts or Tenant's interest in this Lease or such seizure is
not discharged within 30 days.
2. Remedies:
a. In the event of any default and breach by Tenant of any of its
obligation under this Lease and notwithstanding the vacation or
abandonment of the Demised Premises by Tenant, this Lease shall
continue in effect so long as Landlord does not expressly terminate
Tenant's right to possession in any of the manner specified in this
paragraph and Landlord may, in Landlord's option and without limiting
Landlord in the exercise of any other rights to remedies which it may
have by reason of such default and breach, exercise all of its rights
and remedies hereunder, including without limitation:
i. The right to declare the term ended and to render the Demised
Premises and take possession thereof and remove all persons
therefrom, and Tenant shall have no further claim in or to the
Demised Premises under the Lease; or
ii. The right without declaring this Lease ended to reenter the
Demised Premises, take possession thereof, remove all persons
therefrom and occupy or Lease the whole or any part thereof for
and on account of Tenant and upon such terms and conditions and
for such rent as Landlord may deem proper and to collect such
rent or any other rent that may hereafter become payable and
apply the same as provided in subparagraph (ii) below; or
iii. The right even though Landlord may have re-let the Demised
Premises or brought an action to collect rent and other charges
without termination this Lease, to thereafter elect to terminate
this Lease and all of the rights of Tenant in and to the Demised
Premises; or
iv. The right, without terminating this Lease to bring an action or
actions to collect rent and other charges hereunder which are
from time to time past due and unpaid or to enforce any
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other provisions of this Lease imposing obligations on Tenant, it
being understood that the brining of such action or actions shall
not terminate this Lease unless written notice of termination is
given.
b. Should Landlord re-let the Demised Premises under the provisions
provided above, the proceeds of any such re-letting shall first be
applied to the payment of the costs and expenses of re-letting and
second to all amounts due Landlord by Tenant hereunder.
c. Should Landlord elect to terminate this Lease under the provisions
hereof, Landlord shall be entitled to recover immediately from Tenant:
i. The worth at the time of the award of the unpaid rent which
had been earned at the time of termination;
ii. The worth at the time of award of the amount by which the
unpaid rent which would have been earned after termination
until the time of the award exceeds the amount of such
rental loss that Tenant proves could have been reasonably
avoided.
iii. The worth at the time of the award of the amount by which
the unpaid rent for the balance of the term after the time
of award exceeds the amount of such rental loss that Tenant
proves could reasonably be avoided.
iv. Any other amount necessary to compensate Landlord for all
the detriment proximately caused by Tenant's failure to
perform its obligations under the Lease or which in the
ordinary course of things would be likely to result
therefrom.
For the purposes of computing "the worth at the time of the award" of the amount
specified in Subparagraph c. above, such amount shall be discounted at the
discount rate of the Federal Reserve Bank of Kansas City at the time of the
award. For purposes of computing "the worth at the time of the award" under
Subparagraphs a. and b. above, an interest rate of 10% per annum shall be used.
d. If Landlord shall elect to reenter the Demised Premises as provided
above, Landlord shall not be liable for damages by reason of any
reentry so long as Landlord has acted in a reasonable manner in
effecting such re-entry. Except for claims based upon negligence,
malicious, reckless or willful and wanton acts of Landlord, Tenant
hereby waives all claims and demands against Landlord for damages or
loss arising out of or in connection with any re-entering and taking
possession of the Demised Premises and waives all claims for damages
or loss arising out of or in connection with any destruction or damage
to the Demised Premises and any loss of property belonging to Tenant
or any person, firm or corporation which may be in or upon the Demised
Premises at the time of such entry.
e. Landlord shall not be deemed to have terminated this Lease, Tenant's
right to possession of he Premises or the liability of Tenant to pay
rent thereafter to accrue or its liability for damages under any of
the provisions hereof by any reentry hereunder or by any action in
unlawful detainer or otherwise to obtain possession of the Demised
Premises, unless Landlord shall notify Tenant in writing that Landlord
has so elected to terminate this Lease. Tenant agrees that the service
by Landlord of any notice pursuant to the unlawful detainer statutes
or comparable statutes of the State or locality in which the Demised
Premises are located and the surrender of possession pursuant to such
notice shall not (unless Landlord elects to the contrary at the time
of or any time subsequent to the service of such notice and such
election shall be evidenced by a written notice to Tenant), be deemed
to be a termination of this Lease or Tenant's obligation hereunder. No
reentry or reletting under this paragraph shall be deemed to
constitute a surrender or termination of this Lease or any of the
rights, options, elections, powers and remedies reserved by Landlord
hereunder or a release of Tenant from any of its obligations
hereunder, unless Landlord shall specifically notify Tenant, in
writing, to that effect. No such reletting shall preclude Landlord
from thereafter at any time terminating this Lease as herein provided.
f. All fixtures, furnishings, equipment and other personal property of
Tenant remaining on the Demised Premises at the time that Landlord
takes possession of thereof may at Landlord's election be stored at
Tenant's expense or sold or otherwise disposed of by Landlord in any
manner permitted by law.
g. Any right or remedy conferred upon Landlord under this Lease is not to
be deemed exclusive of any other right or remedy that it may have
under law and all rights and remedies shall be cumulative.
ARTICLE XIII
INSPECTION:
1. Tenant shall permit Landlord and its agents to enter upon the Demised
Premises at all reasonable times for the purpose of inspecting the same,
and at any time within thirty (30) days prior to the expiration of this
lease or any extension thereof to place upon the premises any usual or
ordinary "To Let" or "To Lease" signs.
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ARTICLE XIV
LANDLORD'S COVENANT OF TITLE AND QUIET ENJOYMENT:
1. So long as Tenant is not in default hereunder, Tenant shall have the right
to quiet and peaceful possession of the Demised Premises.
ARTICLE XV:
LANDLORD'S RIGHT TO PERFORM,
1. In the event Tenant is in default hereunder, the Landlord may cure such
default on behalf of Tenant in which even Tenant shall reimburse Landlord
for all sums paid to effect such cure together with interest at the rate of
18% per annum and reasonable attorney's fees.
ARTICLE XVI
MISCELLANEOUS:
1. The Landlord shall not be responsible for any debts, bills, or obligations
incurred by the Tenant with respect to improvements made by the Tenant on
the Demised Premises including those improvements made by Tenant specified
in Article IV above, and no person, firm or corporation shall have the
right to mechanic's or material men's lien against the Demised Premises for
the cost of any improvements made by the Tenant. The Landlord shall have
the right to post statutory notice or take such other steps, as Landlord
deems necessary to protect the premises against the possibility of
mechanics or material men's liens.
2. This lease constitutes a merger of all proposals, negotiations and
representations with respect to the subject matter and provisions hereof,
and may be altered, amended or modified only in writing signed by a
representative of the Landlord authorized to sign this instrument and by an
authorized representative of the Tenant.
3. Estoppel Certificates. Tenant shall, within ten (10) days of submission to
Tenant, execute and deliver to Landlord an estoppel certificate in form and
content as may reasonably be required by Landlord, a prospective purchaser
of the property or a lender.
4. Holding Over. In the event Tenant should hold over after the expiration of
this lease, Tenant shall be deemed a tenant from month to month at rental
equal to 125% of the rent payable just prior to the expiration of the
lease.
5. Attorneys Fees. In the event of a dispute between the parties with respect
to any matter hereunder or in the event Landlord employs attorneys to
represent it in conjunction with enforcement of this lease, the prevailing
party in any such dispute shall be entitled to recover their costs, witness
fees and attorneys fees incurred.
6. Venue. In the event of any dispute between the parties, the parties agree
that the proper venue for such dispute shall be in the District Court of
Weld County, Colorado and both parties hereby waive any right to trial by a
Jury.
7. Condemnation, In the event all or any portion of the property is condemned
by a public authority, the entire condemnation award shall be the property
of the Landlord and this lease shall teminate if such condemnation
materially interferes with Tenant's use of the property.
8. Written notices to the Landlord hereunder shall, until further notice by
the Landlord, be addressed to Landlord at 0000 X. 00xx Xx., #00, Xxxxxxx,
Xxxxxxxx 00000, and written notices to Tenant hereunder shall, until
further notice, by or on behalf of Tenant be addressed to Tenant at 0000
Xxxxx Xxxxx Xxxxxx, Xxxx Xxxxxxx, Xxxxxxxx 00000.
9. All notices shall be delivered personally or deposited in the United States
Post Office properly addressed as aforesaid, postage prepaid, for delivery
by registered or certified mail.
10. This lease and all of its provisions shall be binding upon and shall inure
to the benefit of the successors and assigns of the Tenant and the personal
representatives and assigns of the Landlord.
11. The captions and titles of Articles of this lease are for convenience only
and are not a part of the lease and do not in any way limit or amplify the
terms and provisions of this lease,
12. This Lease, at Landlord's option, shall be subordinate to any mortgage of
deed of trust now or hereafter placed on the Demised Premises. Tenant
agrees to execute all reasonable subordination agreements requested of it
by Landlord in conjunction with the sale or mortgaging of the Demised
Premises provided that such party receiving the subordination agrees not to
disturb Tenant's possession of the Demised Premises so long as Tenant is
not in default under the Lease. Such subordination agreements shall be
signed and returned to Landlord within 10 days of receipt by Tenant.
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IN WITNESS WHEREOF the parties hereto have hereunto subscribed their names the
day and year first above written.
XXXXXX 4701, LLC, Landlord MINER AND MINER, CONSULTING
ENGINEERS, INC., Tenant
By /s/ Xxxxxx X. Xxxxxx By /s/ Xxxxxxx X. Xxxxxx
---------------------------------- ----------------------------------
Xxxxxx X. Xxxxxx, President Xxxxxxx X. Xxxxxx, P.E., President
ATTEST:
By /s/ Xxxxx X. Xxxxxx
-------------------------------------
Xxxxx X. Xxxxxx, Secretary-Treasurer
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