EXHIBIT 2.11
Lease Agreement
Dated February 28, 0000
Xxxxxxx
Xxxx Xxxx Group, Inc.
And
Xxxx Xxxx Xxxx Xxxxxx Xxxx, X.X.
LEASE AGREEMENT
THIS LEASE is entered into by Xxxx Xxxx Xxxx Xxxxxx Xxxx, X.X.
("Landlord") and Tenant described in the following Basic Lease Information on
the Date which is set forth for reference only in the following Basic Lease
Information.
ARTICLE 1.00 BASIC LEASE INFORMATION
In addition to the terms which are defined elsewhere in this Lease, the
following defined terms are used in this Lease:
(a) DATE: February 28, 2001
(b) TENANT: Park City Group, Inc.
(c) TENANT'S TRADE NAME: Park City Group, Inc.
(d) TENANT'S ADDRESS: X.X. Xxx 0000
Xxxx Xxxx, XX 00000
with a copy at the same time to: (if none,
so state)
(e) LANDLORD: Xxxx Xxxx Xxxx Xxxxxx Xxxx, X.X.
(f) LANDLORD'S ADDRESS: 0000 Xxxxxxx Xxxxx
X.X. Xxx 000000
Xxxx Xxxx, Xxxx 00000-0000
with a copy at the
same time to: N/A
(g) PROPERTY ADDRESS: 000 Xxxx Xxxxxx
Xxxx Xxxx, Xxxx
(h) COMMENCEMENT DATE: January 1, 2001
(i) EXPIRATION DATE: December 31, 2003
(j) SECURITY DEPOSIT: $36,964.52
(k) MONTHLY BASE RENT: $18,482.26 per month commencing on
the Commencement Date.
Cost of Living Adjustment Dates: Beginning in the thirteenth
(13th) month and every twelve (12) months thereafter during
the Term of the Lease and Option Period, if any. ("Adjustment
Dates").
Minimum Base Rent Adjustment: One hundred four percent (104%
)of the Monthly Base Rent in effect immediately prior to an
Adjustment Date.
(1) LEASABLE AREA OF THE PREMISES: 9231 (3rd floor), 4813
(north portion of basement) sq. feet
(m) LEASABLE AREA OF THE ENTIRE MALL: 60914 sq. feet
(n) TENANT'S PRO RATA SHARE (of (m) above): N/A
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(o) USE PERMITTED IS EXPLICITLY LIMITED TO: Office space
for software development company.
(p) MINIMUM BUSINESS HOURS: [deleted text]
(q) BROKER: Xxxx Xxxx Xxxx Xxxxxx Xxxx, X.X.
Representing the Landlord
(r) GUARANTOR: N/A
(s) ADDITIONAL RENT: Any amounts, including, without
limitation, Operating Expenses, which this Lease requires
Tenant to pay in addition to Monthly Base Rent. Tenant's
initial share of the estimated Common Area Maintenance and
Operating Expenses subject to Article 5 herein will be $0.00
per month.
(t) PERCENTAGE RENT: Tenant shall also pay Percentage Rent
equal to zero percent (0%) of the gross sales of Tenant's
business occurring on the Property during each month of
Tenant's possession.
(u) LAND: The land on which the Mall is located and which is
more particularly described on Exhibit A to this Lease.
(v) PREMISES: The premises shown on Exhibit B to this Lease
and known as third floor and north portion of basement. The
area of the Premises and the Mall has been agreed to by the
parties. The Premises do not include, and Landlord reserves,
the exterior walls and roof of the Premises, the land beneath
the Premises, the pipes and ducts, conduits, wires, fixtures
and equipment above the suspended ceiling or structural
elements which serve the Premises or the Mall excluding
wiring, conduits, or fixtures and equipment installed by
Tenant as part of its network and telephone infrastructure;
however, Landlord has the right, but no obligation not
specifically set forth in this Lease, order to install,
inspect, maintain, use, areas and items described in the
preceding to enter the Premises in repair and replace those
sentence.
(w) MALL: The Main Street Mall in Park the Land and all
improvements built on appurtenances thereto. City, Utah
consisting of the Land, including any
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ARTICLE 2.00 AGREEMENT
Landlord leases the Premises to Tenant, and Tenant leases the Premises
from Landlord, according to this Lease.
ARTICLE 3.00 TERM, DELIVERY AND ACCEPTANCE OF PREMISES
3.01 General. The duration of this Lease will be the "Term". The Term
will commence on the Commencement Date, and will expire on the Expiration Date.
3.02 Early Access. Not applicable.
3.03 Condition of the Premises. Tenant acknowledges that neither
Landlord nor its agents or employees have made any representations or warranties
as to the suitability or fitness of the premises for the conduct of Tenant's
business or for any other purpose, nor has Landlord or its agents or employees
agreed to undertake any alterations or construct any improvements to the
Premises. Tenant acknowledges that it is presently occupying the demised
premises and accepts the same "as is" when built out to architectural drawings.
ARTICLE 4.00 RENT
4.01 Base Rent. Throughout the Term of this Lease, Tenant will pay
Monthly Base Rent to Landlord as rent for the Premises. Monthly Base Rent will
be paid in advance on or before the first day of each calendar month of the
Term. If the Term commences on a day other than the first day of a calendar
month or ends on a day other than the last day of a calendar month, then Monthly
Base Rent will be appropriately prorated by Landlord for such month. If the Term
commences on a day other than the first day of a calendar month, then the
prorated Monthly Base Rent for such month will be paid on or before the first
day of the Term. Monthly Base Rent will be paid to Landlord, without notice or
demand, and without deduction or offset, in lawful money of the United States of
America at Landlord's address, or to such other person or at such other place as
Landlord may from time to time designate in writing.
4.02 Annual Monthly Base Rent Adjustment. Monthly Base Rent shall be
adjusted on the Adjustment Date described above. As of any Adjustment Date,
Monthly Base Rent shall be increased to a sum equal to the product obtained by
multiplying the then current Base Rent by a fraction, the numerator of which is
the new Index and the denominator of which is the Initial Index. For the
purposes of adjusting Monthly Base Rent as provided in this Article, the
following definitions shall apply:
a. "Index" means the Consumer Price Index (all items) for All Urban
Consumers as published by the United States Department of Labor (CPI-U National
Index);
b. "Initial Index" means in regard to the first adjustment pursuant to
this Article, the Index published for the month prior to the date of this lease
(such Initial Index is agreed to be January 2001), and in regard to all
subsequent adjustments, the Index published nearest but prior to the immediately
preceding Adjustment Date;
c. "New Index" means the Index published nearest but prior to the
applicable Adjustment Date.
If, at any time when Monthly Base Rent is to be adjusted as provided
above, the Index is changed so that the base year differs from the base year
used for the Initial Index, the Index shall be converted in accordance with the
conversion factor published by the United States Department of Labor,
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Bureau of Labor Statistics. If the Index is otherwise changed or discontinued
during the Term, the most nearly comparable official price index of the United
States Government or other computation (as determined in Landlord's sole
reasonable discretion) shall be used for computing the adjustment to Monthly
Base Rent in order to obtain substantially the same result as would be obtained
if the Index had not been changed or discontinued. Notwithstanding the
foregoing, in no event shall Monthly Base Rent as of any Adjustment Date be less
than the Minimum Base Rent Adjustment.
4.03 Percentage Rent. [Deleted text]
ARTICLE 5.00 COMMON AREA MAINTENANCE, OPERATING EXPENSES
5.01 Mall taxes and Operating Expenses.
(a) Defined. As used in this Lease the term "Mall Taxes and
Operating Expenses" shall mean the aggregate of the following:
(1) [Deleted text]
(2) [Deleted text]
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(3) A percentage of the Project Taxes (as defined below) which
shall be determined by dividing (a) the total Gross Leasable Area of the
Premises by (b) the total Gross Leasable Area of the Entire Mall.
(b) [Deleted Text]
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[Deleted Text]
(c) Operating Expenses. [Deleted Text]
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[Deleted Text]
(d) Mall Taxes. [Deleted Text]
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[Deleted Text]
(e) Other Taxes. Tenant shall pay the following:
(1) Tenant shall pay (or reimburse Landlord as additional rent
if Landlord is assessed), before delinquency, and all taxes levied or assessed,
and which become payable for or in connection with any period during the Term,
upon all of the following (collectively "Leasehold Improvements and Personal
Property"): Tenant's leasehold improvements, the Tenant Improvements, equipment,
furniture, furnishings, fixtures, merchandise, inventory, machinery, appliances
and other personal property located in the Premises; except only that which has
been paid for by Landlord and is standard in the Mall. If any or all of the
Leasehold Improvements and Personal Property are assessed and taxed to the Mall,
Tenant shall pay to Landlord such amounts within ten (10) days after delivery to
Tenant by Landlord of a statement in writing setting forth the amount applicable
to the Leasehold Improvements and Personal Property. If the Leasehold
Improvements and Personal Property are not separately assessed on the tax
statement or xxxx, Landlord's good faith determination of the amount of such
taxes applicable to the Leasehold Improvements and Personal Property shall be a
conclusive determination of Tenant's obligation to pay such amount.
(2) Tenant shall pay (or reimburse Landlord if Landlord is
assessed, as additional rent), prior to delinquency or within ten (10) days
after receipt of a statement thereof, any and all other taxes, levies,
assessments, or surcharges payable by Landlord or Tenant and relating to this
Lease, the Premises or Tenant's activities in the Premises (other than
Landlord's net income, succession, transfer, gift, franchise, estate, or
inheritance taxes), whether or not now customary or within the contemplation of
the parties hereto, now in force or which may hereafter become effective,
including but not limited to taxes: (i) upon, allocable to, or measured by the
area of the Premises or on the Rentals payable hereunder, including without
limitation any gross income, gross receipts, excise, or other tax levied by the
state, any political subdivision thereof, city or federal government with
respect to the receipt of such Rents; (ii) upon or with respect to the use,
possession, occupancy, leasing, operating and management of the Premises or any
portion thereof; (iii) upon this transaction or any document to which Tenant is
a party creating or transferring an interest or an estate in the Premises; or
(iv) imposed as a means of controlling or abating environmental pollution or the
use of energy, including, without limitation, any parking taxes, levies or
charges or vehicular regulations imposed by any governmental agency. Tenant
shall also pay, prior to delinquency, all privilege, sales, excise, use,
business, occupation, or other taxes, assessments, license fees, or charges
levied, assessed, or imposed upon Tenant's business operations conducted at the
Premises. If any such taxes are payable by Landlord and it shall not be lawful
for Tenant to reimburse Landlord for such taxes, then the Rentals payable
hereunder shall be increased to net Landlord the net Rental
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after imposition of any such tax upon Landlord as would have been payable to
Landlord prior to the imposition of any such tax.
ARTICLE 6.00 INSURANCE
6.01 Landlord's Insurance. At all times during the term of this Lease,
Landlord will carry and maintain (a) fire and extended coverage insurance
covering the Mall, parking structure (if any) and the Mall's equipment and
common area furnishings, and (b) public liability and property damage insurance
in such amounts as Landlord determines from time to time in its reasonable
discretion.
6.02 Tenant's Insurance. At all times during the term of this Lease,
Tenant will carry and maintain, at Tenant's expense, the following insurance, in
the amounts specified below or such other amounts as Landlord may from time to
time reasonably request, with insurance companies and on forms satisfactory to
Landlord:
(a) Public liability and property damage liability insurance,
with a combined single occurrence limit of not less than $1,000,000.00. All such
insurance will specifically include, without limitation, contractual liability
coverage for the performance by Tenant of the indemnity agreements set forth in
this Lease.
(b) Fire and extended coverage insurance covering all
leasehold improvements in the Premises and all of Tenant's merchandise,
equipment, trade fixtures, appliances, furniture, furnishings and personal
property, from time to time in, on or upon the Premises, in an amount not less
than the full replacement cost without deduction for depreciation from time to
time during the term of this Lease, providing protection against all perils
included within the classification of fire, extended coverage, vandalism,
malicious mischief, special extended peril (all risk), boiler, flood, glass
breakage and sprinkler leakage. All policy proceeds will be used for the repair
or replacement of the property damaged or destroyed; however, if this Lease
ceases under the provisions of Article 18.00, Tenant will be entitled to any
proceeds resulting from damage to Tenant's merchandise, equipment, trade
fixtures, appliances, furniture and personal property, and Landlord will be
entitled to all other proceeds.
(c) Workmen's compensation insurance insuring against and
satisfying Tenant's obligations and liabilities under the workmen's compensation
laws of the state in which the Premises are located.
(d) Such other insurance (including without limitation plate
glass insurance), in such amounts as Landlord or its lender may reasonably
require of Tenant upon thirty (30) days' prior written notice.
6.03 Forms of the Policies. All policies of liability insurance which
Tenant is obligated to maintain according to this Lease (other than any policy
of workmen's compensation insurance) will name Landlord and such other persons
or firms as Landlord specifies from time to time as additional insureds.
Original or true copies of original policies (together with copies of the
endorsements naming Landlord and any others specified by Landlord as additional
insureds) and evidence of the payment of all premiums of such policies will be
delivered to Landlord prior to Tenant's occupancy of the Premises and from time
to time at least thirty (30) days prior to the expiration of the term of each
such policy. All public liability and property damage liability policies
maintained by Tenant will contain a provision that Landlord and any other
additional insureds, although named as an insured, will nevertheless be entitled
to recover under such policies for any loss sustained by Landlord and such other
additional insureds, its agents and employees as a result of the acts or
omissions of Tenant. All such policies maintained by Tenant will provide that
they may not be terminated or amended except after
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thirty (30) days' prior written notice to Landlord. All public liability,
property damage liability and casualty policies maintained by Tenant will be
written as primary policies, not contributing with and not supplemental to the
coverage that Landlord may carry. No insurance required to be maintained by the
Tenant by this Article 6.00 will be subject to more than a $250 deductible limit
without Landlord's prior written consent. All Tenant's policies required to be
maintained under this Lease shall contain "severability of interests" and "cross
liability" endorsements, and such policies shall be written by an insurance
company having a Best Rating of A (VI) or better.
6.04 Adequacy of Coverage. Landlord, its agents and employees make no
representation that the limits of liability specified to be carried by Tenant
pursuant to this Article 6.00 are adequate to protect Tenant. If Tenant believes
that any of such insurance coverage is inadequate, Tenant will obtain, at
Tenant's sole expense, such additional insurance coverage as Tenant deems
adequate.
6.05 Inadequate Insurance. Upon failure of Tenant to comply with the
provisions of Article 6.00, in addition to any other rights and remedies of the
Landlord, Landlord shall have a right to obtain such insurance, to pay the
premiums for the same, and to recover the cost of such insurance at once as
additional rent due from Tenant to Landlord under this Lease.
ARTICLE 7.00 UTILITIES AND SERVICES
Tenant will make application for all services and pay all initial
utility deposits and fees, and all monthly service charges for water,
electricity, sewage, gas, telephone, and any other utility services furnished to
the Premises and the improvements on the Premises during the term of this Lease.
If any such services are not separately metered or billed to Tenant but rather
are billed to and paid by Landlord, Tenant will pay to Landlord Tenant's Pro
Rata Share of the cost of such services in accordance with Article 5.00.
Tenant shall be responsible to keep any windows and frames clean at all
times and shall contract with a professional window cleaner at its own cost and
expense to wash the interior and exterior of the windows on a weekly basis.
ARTICLE 8.00 USE; OPERATION OF BUSINESS
8.01 Use - General. The Premises will be used for the purposes
described in Article 1.00 and for no other purpose. Tenant will not do or permit
to be done in or about the Premises, nor bring to, keep, or permit to be brought
or kept in the Premises, anything which is prohibited by will or in any way
conflict with any law, statute, ordinance or governmental rule or regulation
which is now in force or which may be enacted or promulgated after the Date; do
or permit anything to be done in or about the Premises which will in any way
obstruct or interfere with the rights of other tenants of the Mall, or injure or
annoy them; use or allow the Premises to be used for any improper, immoral,
unlawful or objectionable purpose; cause, maintain or permit any nuisance in,
on, or about the Premises.
8.02 Operation of Tenant's Business. [Deleted Text]
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8.03 Manner of Conducting Business. [Deleted Text]
Tenant will not, without the consent of Landlord, use the name of the
Mall for any purpose other than as the address of the business to be conducted
by Tenant in the Premises, nor will Tenant do or permit the doing of anything in
connection with Tenant's business or advertising which in the judgement of
Landlord may reflect unfavorably on Landlord or the Mall, or confuse or mislead
the public as to any relationship between Landlord and Tenant.
[Deleted Text]
8.04 Tenant Parking. Landlord makes no representations or warranties of
any nature with regard to the availability or quality of parking. Tenant agrees
that in this use of the Common Area, it will not permit any stationary vehicles,
trailers, or any other obstructions that would impair the free flow of vehicular
traffic or would reduce the amount of parking available to customers in any part
of the Mall.
ARTICLE 9.00 REQUIREMENTS OF LAW; FIRE INSURANCE
9.01 General. Tenant, at its expense, shall obtain all permits,
approvals, and certificates required by any governmental body and will comply
with all applicable governmental laws, orders and regulations, and with any
direction of any public officer or officers, according to law, which will impose
any violation, order or duty upon Landlord or Tenant with respect to the
Premises, or their use or occupancy.
9.02 Hazardous Materials.
(a) Tenant will not store, use, or dispose of Hazardous Materials or
Toxic Wastes anywhere on the Premises or in or around the Mall. For purposes of
this Lease, the term Hazardous Materials shall mean any product or substance
that is regulated under state, local or federal environmental laws or
regulations. Any violation of such laws or regulations is a violation of this
Lease.
(b) Tenant will indemnify Landlord against any and all liability under
this provision. This indemnity will survive the termination of the Lease, and
will apply even if Landlord has knowledge of and consented to the use, storage,
or disposal of the Hazardous Materials.
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(c) Any pollution control equipment, sewage pretreatment, chemical
recovery systems, specialized ventilation equipment required for Tenant to
comply with environmental laws and regulations will be installed at Tenant's
sole expense.
9.03 Certain Insurance Risks. Tenant will not do or permit to be done
any act or thing upon the Premises which would (a) jeopardize or be in conflict
with fire insurance policies covering the Mall and fixtures and property in the
Mall, or (b) increase the rate of fire insurance applicable to the Mall to an
amount higher than it otherwise would be for the general use as a Mall, or (c)
subject Landlord to any liability or responsibility for injury to any person or
persons or to property by reason of any business or operation being carried on
upon the Premises; however, this Section 9.03 will not prevent Tenant's
reasonable and customary use of the Premises for the purpose stated in Article
8.00.
9.04 Tenant's Insurance Payments. If, as a result of any act or
omission by Tenant or violation of this Lease, the rate of fire insurance
applicable to the Mall or any other insurance carried by Landlord is increased
to an amount higher than it otherwise would have been, Tenant will reimburse
Landlord for the increased cost of Landlord's insurance premiums. Such
reimbursement will be rent payable upon the first day of the month following
Landlord's delivery to Tenant of statement showing payment by Landlord for such
increased insurance premiums. In any action or proceeding in which Landlord and
Tenant are parties, a schedule or "make up" of rates for the Mall or Premises
issued by the body making fire insurance rates for the Premises or a notice from
Landlord's insurer will be presumptive evidence of the facts stated and of the
several items and charges in the fire insurance rate then applicable to the
Premises.
ARTICLE 10.00 ASSIGNMENT AND SUBLETTING
10.01 General. Tenant acknowledges and agrees that Landlord has a
special interest in preserving a specific tenant mix and choice of business
operators in the Mall in order to maintain and create a balance of business
interests and promote the successful and profitable operation of the Mall.
Tenant, for itself, its heirs, distributee, executors, administrators, legal
representatives, successors and assigns, covenants that it will not assign,
mortgage or encumber this Lease, nor sublease, or permit the Premises or any
part of the Premises to be used or occupied by others, without the prior written
consent of Landlord in each instance, which consent may be withheld at
Landlord's sole and absolute discretion. The transfer of control or of a
majority of the issued and outstanding capital stock of any corporate tenant or
subtenant of this Lease or a majority interest in any partnership tenant or
subtenant, however accomplished, and whether in a single transaction or in a
series of transactions, will be an assignment of this Lease or of such sublease
requiring Landlord's prior written consent in each instance. The transfer of
outstanding capital stock of any corporate tenant, for purposes of this Article
10.00, will not include any sale of such stock by persons other than those
deemed "insiders" within the meaning of the Securities Exchange Act of 1934 as
amended, and which sale is effected through "over-the-counter-market" or through
any recognized stock exchange.
Any assignment or sublease in violation of this Section 10.01 will be
void. If this lease is assigned, or if the Premises or any part of the Premises
are subleased or occupied by anyone other than Tenant, Landlord may, after
default by Tenant, collect rent from the assignee, subtenant or occupant, and
apply the net amount collected to Rent. No assignment, sublease, occupancy or
collection will be deemed (a) a waiver of the provisions of this Section 10.01;
or (b) the acceptance of the assignee, subtenant or occupant as Tenant; or (c)
release Tenant from the further performance by Tenant of covenants on the part
of Tenant contained in this
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Lease. The consent by Landlord to an assignment or sublease will not be
construed to relieve Tenant from obtaining Landlord's prior written consent in
writing to any further assignment or sublease. No permitted subtenant will
assign or encumber its sublease or further sublease all or any portion of its
subleased space, or otherwise permit the subleased space or any part of its
subleased space to be used or occupied by others, without Landlord's prior
written consent in each instance.
10.02 Limitation on Remedies. Tenant will not be entitled to make, nor
will Tenant make, any claim, and Tenant by this Section waives any claim, for
money damages (nor will Tenant claim any money damages by way of set-off,
counterclaim or defense) based upon any claim or assertion by Tenant that
Landlord has unreasonably withheld or unreasonably delayed its consent or
approval to a proposed assignment or subletting as provided for in this Article
10.00. Tenant's sole remedy will be an action or proceeding to enforce any such
provision, or for specific performance, injunction, or declaratory judgement.
ARTICLE 11.00 COMMON AREAS
As used in this Lease, the term "Common Areas" means, without
limitation, any hallways, entryway, stairs, elevators, driveways, walkways,
terraces, docks, loading areas, trash facilities and all other areas and
facilities in the Mall which are provided and designated from time to time by
Landlord for the general nonexclusive use and convenience of Tenant with other
tenants or the Mall and their respective employees, customers, invitees,
licensees or other visitors. Landlord grants Tenant, its employees, invitees,
licensees and other visitors a nonexclusive license for the Term to use the
Common Areas in common with others entitled to use the Common Areas including,
without limitation, Landlord and other tenants of the Mall, and their respective
employees, customers, invitees, licensees, and visitors, and other persons
authorized by Landlord, subject to the terms and conditions of this Lease.
Without advance notice to Tenant (except with respect to matters covered by
subsection (a) below) and without any liability to Tenant in any respect,
Landlord will have the right to:
(a) establish and enforce reasonable rules and regulations
concerning the maintenance, management, use and operation of the Common Areas;
(b) close off any of the Common Areas to whatever extent
required in the opinion of Landlord and its counsel to prevent a dedication of
any of the Common Areas or the accrual of any rights by any person or the public
to the Common Areas, provided such closure does not deprive Tenant of the
substantial benefit and enjoyment of the Premises;
(c) temporarily close off any of the Common Areas for
maintenance, alteration or improvement purposes;
(d) select, appoint or contract with any person for the
purpose of operating and maintaining the Common Areas, subject to such terms and
at such rates as Landlord deems reasonable and proper;
(e) change the size, use, shape or nature of any such Common
Areas, provided such change does not deprive Tenant of the substantial benefit
and enjoyment of the Premises. So long as Tenant is not thus deprived of the
substantial use and benefit of the Premises, Landlord will also have the right
at any time to change the arrangement or location of, or both, or to regulate or
eliminate the use of, any concourse, parking spaces, garage, or any elevators,
stairs, toilets or other public conveniences in the Mall, without incurring any
liability to Tenant or entitling Tenant to any abatement of rent and such action
will not constitute an actual or constructive eviction of Tenant; and
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(f) erect one or more additional buildings on the Common
Areas, expand the existing Mall to cover a portion of the Common Areas, convert
Common Areas to a portion of the Mall, or convert any portion of the Mall to
Common Areas. Upon erection or change of location of the buildings, the portion
of the Mall upon which buildings or structures have been erected will no longer
be deemed to be a part of the Common Areas. In the event of any such changes in
the size or use of the Mall or Common Areas, Landlord will make an appropriate
adjustment in the Leasable Area of the Entire Mall and in Tenant's Pro Rata
Share payable pursuant to Article 5.00 of this Lease.
ARTICLE 12.00 LANDLORD'S SERVICES
12.01 Landlord's Repair and Maintenance. Landlord will, at Landlord's
reasonable discretion, maintain, repair, restore, repaint and replace the Common
Areas of the Mall, including, without limitation, landscaping, asphalt, the
corridors and restrooms, the windows in the common areas, and the mechanical,
plumbing and electrical equipment serving the common areas, in reasonably good
order and condition, except for (a) any damage occasioned by the negligent or
willful acts or omissions of Tenant, Tenant's agents, employees or invitees, (b)
any damage occasioned by the failure of Tenant to perform or comply with any
terms, conditions or covenants in this Lease; (c) ordinary wear and tear; and
(d) any structural alterations or improvements required by Tenant's use and
occupancy of the Premises, which damage will be repaired by Landlord at Tenant's
expense. As a condition precedent to all obligations of Landlord to repair,
restore and maintain under this Section 12.01, Tenant must notify Landlord in
writing of the need for such repairs, restoration or maintenance.
If the failure to repair has materially interfered with Tenant's use of
the Premises, Tenant's sole rights and remedy for such failure on the part of
the Landlord will be to cause such repairs to be made and to charge Landlord the
reasonable cost of such repairs. If the repair is necessary to end or avert an
emergency and if Landlord after receiving notice from Tenant of such necessity
fails to commence repair as soon as reasonably possible, Tenant may do so at
Landlord's cost, without waiting thirty (30) days.
12.02 Landlord's Services. Landlord, in Landlord's reasonable business
judgement, will keep the Common Areas (a) in a clean and orderly condition and
reasonably free of snow, ice and debris (steps, walkways, approaches and
entrances adjacent to the demised premises excepted); and (b) appropriately
lighted and landscaped. Landlord will not be in default under this Lease or be
liable for any damages directly or indirectly resulting from, nor will the Rent
be abated by reason of, (i) the installation, use, or interruption of use of any
equipment in connection with the furnishing of any such services, (2) failure to
furnish, or delay in furnishing, and such services when such failure or delay is
caused by accident or any condition beyond the reasonable control of Landlord or
by the making of necessary repairs or improvements to the Premises or to the
Mall, or (3) the limitation, curtailment, rationing or restriction on use of
water, electricity, gas or any other form of energy serving the Premises or the
Mall. Landlord will use reasonable efforts to remedy any interruption in the
furnishing of such services.
12.03 Limitation on Liability. Landlord will not be liable to Tenant or
any other person, for direct or consequential damage or otherwise, for any
failure to supply any heat, air conditioning, elevator, cleaning, lighting,
security or other service Landlord has agreed to supply during any period when
Landlord used reasonable diligence to supply such services. Landlord reserves
the right to discontinue temporarily such services, or any of them, at such
times as may be necessary by reason of accident; unavailability of employees;
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repairs, alterations or improvements; strikes; lockouts; riots; acts of God;
governmental preemption in connection with a national or local emergency; and
rule, order or regulation of any governmental agency; conditions or supply and
demand which make any product unavailable; Landlord's compliance with any
mandatory governmental energy conservation or environmental protection program,
or any voluntary governmental energy conservation program at the request of or
with consent or acquiescence of Tenant; or any other happening beyond the
control of Landlord. Landlord will not be liable to Tenant or any other person
or entity for direct or consequential damages resulting from the admission to or
exclusion from the Mall of any person. In the event of invasion, mob, riot,
public excitement or other circumstances rendering such action advisable in
Landlord's sole opinion, Landlord will have the right to prevent access to or
from the Mall during the continuance of the same by such means as Landlord, in
its sole discretion, may deem appropriate, including, without limitation,
locking doors and closing parking areas and other common areas. Landlord will
not be liable for damages to person or property or for injury to, or
interruption of, business for any discontinuance permitted under this Article
12.00, nor will such discontinuance in any way be construed as an eviction of
Tenant or cause an abatement or rent or operate to release Tenant from any of
Tenant's obligations under this Lease.
ARTICLE 13.00 TENANT'S REPAIRS
(a) Tenant will at all times during the Term of this Lease
keep and maintain at its own cost and expense, in good order, condition, and
repair, the Premises (including, without limitation, all improvements, fixtures,
and equipment on the Premises), and will make all repairs and replacements,
interior and exterior, above or below ground, and ordinary or extraordinary.
(b) Tenant's obligation to keep and maintain at its own cost
and expense the premises in good order, condition, and repair includes, without
limitation, all plumbing and sewage facilities in the Premises, floors
(including floor coverings); doors, locks, and closing devices; window casements
and frames; glass and plate glass; grilles; all electrical facilities and
equipment; HVAC systems and equipment, including heat pumps whether within or
serving Premises, and all other appliances and equipment of every kind and
nature; and all landscaping upon, within, or attached to or serving the
Premises. In addition, Tenant will at its sole cost and expense install or
construct any improvements, equipment, or fixtures required by any governmental
authority or agency as a consequence of Tenant's use and occupancy of the
Premises. Tenant will replace any damaged plate glass within forty-eight (48)
hours of the occurrence of such damage.
(c) Tenant shall keep and maintain at its own cost and expense
the approaches, entrances, steps, and walkways adjacent to the premises in a
safe and clean condition, free from ice, snow, debris, and obstruction.
(d) Landlord will assign to Tenant, and Tenant will have the
benefit of, any guarantee of warranty to which Landlord is entitled under any
purchase, construction, or installation contract relating to a component of the
Premises which Tenant is obligated to repair and maintain. Tenant will have the
right to call upon the contractor to make such adjustments, replacements, or
repairs which are required to be made by the contractor under such contract.
(e) Landlord may at Landlord's option employ and pay a firm
satisfactory to Landlord, engaged in the business of maintaining systems, to
perform periodic inspections of the HVAC or other systems serving the Premises,
and to perform any necessary work, maintenance, or repair of them. In that
event, Tenant will reimburse Landlord on demand for all reasonable amounts paid
by Landlord in connection with such employment.
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(f) Upon the expiration or termination of this Lease, Tenant
will surrender the Premises to Landlord in good order, condition, and repair,
ordinary wear and tear excepted. To the extent allowed by law, Tenant waives the
right to make repairs at Landlord's expense under the provisions of any laws
permitting repairs by a tenant at the expense of a landlord.
ARTICLE 14.00 ALTERATIONS
Tenant will not make or cause to be made any material alterations,
additions, or improvements to or of the Premises or any part of the Premises, or
attach any fixture of equipment to the Premises, without first obtaining
Landlord's written consent. Any alterations, additions, or improvements to the
Premises consented to by Landlord will be made by Tenant at Tenant's sole cost
and expense according to plans and specifications approved by Landlord, and any
contractor or person selected by Tenant to make them must first be approved by
Landlord. Landlord may require, at its option, that Tenant provide Landlord at
Tenant's sole cost and expense a lien and completion bond, or payment and
performance bond, in an amount equal to a the estimated cost of any contemplated
alterations, fixtures, and improvements, to insure Landlord against any
liability for mechanics' or materialmen's liens and to ensure the completion of
such work. All alterations, additions, fixtures, and improvements, whether
temporary or permanent in character, made in or upon the Premises either by
Tenant or Landlord (other than furnishings, trade fixtures, and equipment
installed by Tenant), will be Landlord's property and, at the end of the Term of
this Lease, will remain on the premises without compensation to Tenant. If
Landlord requests, Tenant will remove all such alterations, fixtures, and
improvements from the Premises and return the Premises to the condition in which
they were delivered to Tenant. If Landlord requests, Tenant will remove all such
alterations, fixtures, and improvements from the Premises and return the
Premises to condition in which they were delivered to Tenant. Upon such removal
Tenant will immediately and fully repair any damage to the premises occasioned
by the removal.
ARTICLE 15.00 MECHANICS' LIENS
Tenant will pay or cause to be paid all costs and charges for work done
by it or caused to be done by it in or to the Premises, and for all materials
furnished for or in connection with such work. Tenant will indemnify Landlord
against, and hold Landlord, the Premises and the Mall free, clear and harmless
of and from, all mechanics' liens and claims of liens, and all other
liabilities, liens, claims, and demands, on account of such work. If any such
lien, at any time, is filed against the Premises or any part of the Mall, Tenant
will cause such lien to be discharged of record within ten (10) days after the
filing of such lien, except that if Tenant desires to contest such lien, it will
furnish to Landlord, within such ten (10) day period, security reasonably
satisfactory to Landlord of at least on hundred fifty percent (150$) of the
amount of the claim, plus estimated costs and interest. If a final judgement
establishing the validity or existence of a lien for any amount is entered,
Tenant will pay and satisfy the same at once. If Tenant fails to pay any charge
for which a mechanics' lien has been filed, and has not given Landlord security
as described above, Landlord may, at its option, pay such charge and related
costs and interest, and the amount so paid, together with reasonable attorneys'
fees incurred in connection with such lien, will be immediately due from Tenant
to Landlord. Nothing contained in this Lease will be deemed the consent or
agreement of Landlord to subject Landlord's interest in the Mall to liability
under any mechanics' or other lien law. If Tenant receives notice that a lien
has been or is about to be filed against the Premises or the Mall or any action
potentially affecting the Mall has been threatened or commenced on account of
work done by or for or materials furnished to or for Tenant, it will immediately
give Landlord written notice of such notice. At least fifteen (15) days prior to
the commencement of any work (including, but not limited to, any maintenance,
repairs, alterations, additions, improvements or installations) in or to the
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Premises, by or for Tenant, Tenant will give Landlord written notice of the
proposed work and the names and addresses of the persons supplying labor and
materials for the proposed work. Landlord will have the right to post notices of
non-responsibility or similar notices on the premises in order to protect the
Premises against any such liens.
ARTICLE 16.00 END OF TERM
At the end of this Lease, Tenant will promptly quit and surrender the
Premises in good order, condition, and repair, ordinary wear and tear excepted.
If Tenant is not then in default, Tenant may remove from the Premises any trade
fixtures, equipment and movable furniture placed in the premises by Tenant,
whether or not such trade fixtures or equipment are fastened to the Mall; Tenant
will not remove any trade fixtures or equipment used in the operation of the
Mall or improvements or where the removal of such fixtures or equipment might
result in impairing the structural strength of the Mall or improvements. Whether
or not Tenant is in default, Tenant will remove such alterations, additions,
improvements, trade fixtures, equipment and furniture as Landlord has requested
in accordance with Article 14.00. Tenant will fully repair any damage occasioned
by the removal of any trade fixtures, equipment, furniture, alterations,
additions and improvements. All trade fixtures, equipment, furniture, inventory,
effects, alterations, additions and improvements not so removed will be deemed
conclusively to have been abandoned and may be appropriated, sold, stored,
destroyed or otherwise disposed of by' Landlord without notice to Tenant. Tenant
will pay Landlord for all expenses incurred in connection with such property,
including, but not limited to, the cost of repairing any damage to the Mall or
Premises caused by the removal of such property. Tenant's obligation to observe
and perform this covenant will survive the expiration or other termination of
this Lease.
ARTICLE 17.00 EMINENT DOMAIN
(a) The term "Total Taking" means the taking of the fee title
or Landlord's master leasehold estate by right of eminent domain or other
authority of law, or a voluntary transfer under the threat of the exercise of
the right of eminent domain or other authority, to so much of the Premises or a
portion of the Mall as is necessary for Tenant's occupancy, that the Premises
are not suitable for Tenant's intended use. The term "Partial Taking" means the
taking of only a portion of the Premises or the Mall which does not constitute a
Total Taking.
(b) If a Total Taking occurs during the Term of this Lease,
this Lease will terminate as of the date of the taking. The phrase "Date of the
Taking" means the date of taking actual physical possession by the condemning
authority or such earlier date as the condemning authority gives notice that it
is deemed to have taken possession.
(c) If a Partial Taking occurs during the Term of this Lease,
either Landlord or Tenant may cancel this Lease by written notice given within
thirty (30) days after the Date of the Taking, and this Lease will terminate as
to the portion of the Premises taken on the Date of the Taking. If the Lease is
not so terminated, this Lease will continue in full force and effect as to the
remainder of the Premises. The Monthly Base Rent payable by Tenant for the
balance of the Term will be abated in the proportion that the leasable area of
the Premises taken bears to the Leasable Area of the Premises immediately prior
to such taking, and remaining Premises a complete architectural unit.
(d) All compensation and damages awarded for the taking of the
Premises, and portion of the Premises, or the whole or any portion of the Mall
will belong to Landlord. Tenant will not have any claim or be entitled to any
award for diminution in value of its rights under this Lease or for the value of
any unexpired term of this Lease; however, Tenant may make its own claim
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for any separate award that may be made by the condemnor for Tenant's loss of
business or for the taking of or injury to Tenant's improvements, or on account
of any cost or loss Tenant may sustain in the removal of Tenant's trade
fixtures, equipment, and furnishing, or a result of any alterations,
modifications, or repairs which may be reasonably required by Tenant in order to
place the remaining portion of the premises not so condemned in a suitable
condition for the continuance of Tenant's occupancy.
(e) If this Lease is terminated pursuant to the provisions of
this Article 17.00, then all rentals and other charges payable by Tenant to
Landlord under this Lease will be paid up to the Date of the Taking, and any
rentals and other charges paid in advance and allocable to the period after the
Date of the Taking will be repaid to Tenant by Landlord. Landlord and Tenant
will then be released from all further liability under this Lease.
ARTICLE 18.00 DAMAGE AND DESTRUCTION
(a) If the Premises is damaged or destroyed during the Term of
this Lease by any casualty insurable under standard fire and extended coverage
insurance policies, Landlord will repair or rebuild the Premises to
substantially the condition in which the Premises were immediately prior to such
destruction.
(b) Landlord's obligation under this Article 18.00 will not
exceed the lesser of: (i) with respect to the Premises, the scope of
building-standard improvements installed by Landlord in the original
construction of the Premises, or (ii) the extent of proceeds received by
Landlord of any insurance policy maintained by Landlord.
(c) The Monthly Base Rent will be abated proportionately
during any period in which, by reason of any damage or destruction not
occasioned by the negligence or willful misconduct of Tenant or Tenant's
employees or invitees, there is a substantial interference with the operation of
the business of Tenant. Such abatement will be proportional to the measure of
business in the Premises which Tenant may be required to discontinue. The
abatement will continue for the period commencing with such destruction or
damage and ending with the completion by the Landlord of such work, repair, or
reconstruction as Landlord is obligated to do.
(d) If the Premises, or any portion of the Mall, is damaged or
destroyed (i) to the extent of ten percent (10%) or more of the then-replacement
value of either, (ii) in the last three (3) years of the Term of this Lease,
(iii) by a cause or casualty other than those covered by fire and extended
coverage insurance, or (iv) to the extent that it would take, in Landlord's
opinion, in excess of ninety (90) days to complete the requisite repairs, then
Landlord may either terminate this Lease or elect to repair or restore the
damage or destruction. If this Lease is not terminated pursuant to the preceding
sentence, this Lease will remain in full force and effect. Landlord and Tenant
waive the provisions of any law that would dictate automatic termination or
grant either of them an option to terminate under this paragraph will be
exercised by written notice to Tenant given within sixty (60) days after the
damage or destruction. Such notice will set forth the effective date of the
termination of this Lease.
(e) Upon the completion of any such work, repair, or
restoration by Landlord, Tenant will repair and restore all other parts of the
Premises including without limitation nonbuilding-standard leasehold
improvements and all trade fixtures, equipment, furnishings, signs, and other
improvements originally installed by Tenant. Tenant's work will be subject to
the requirements of Article 14.00.
(f) During any period of reconstruction or repair of the
Premises, Tenant will continue the operation of its business in the Premises to
the extent reasonably practicable.
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ARTICLE 19.00 SUBORDINATION
19.01 General. This Lease and Tenant's rights under this Lease are
subject and subordinate to any ground or underlying lease, first mortgage,
indenture, first deed of trust or other first lien encumbrance, together with
any renewals, extensions, modifications, consolidations and replacements of such
first lien encumbrance, now or after the Date, affecting or placed, charged or
enforced against the Land or all or any portion of the Mall or any interest of
Landlord in them or Landlord's interest in this Lease and the leasehold estate
created by this Lease (except to the extent any such instrument will expressly
provide that this Lease is superior to such instrument). This provision will be
self-operative and no further instrument of subordination will be required in
order to effect it. Nevertheless, Tenant will execute, acknowledge and deliver
to Landlord, at any time and from time to time, upon demand by Landlord, such
documents as may be requested by Landlord, any ground or underlying lessor, or
any mortgagee, to confirm or effect any such subordination. If Tenant fails or
refuses to execute, acknowledge and deliver any such document within twenty (20)
days after written demand, Landlord, its successors and assigns will be entitled
to execute, acknowledge and deliver any and all such documents for and on behalf
of Tenant as attorney-in-fact for Tenant. Tenant by this Section 19.01
constitutes and irrevocably appoints Landlord, its successors and assigns as
Tenant's attorney-in-fact to execute, acknowledge and deliver any and all
documents described in this Section 19.01 for and on behalf of Tenant, as
provided in this Section 19.01.
19.02 Attornment. Tenant agrees that in the event that any holder of
any ground or underlying lease, mortgage, deed of trust, or other encumbrance
encumbering any part of the Mall succeeds to Landlord's interest in the
Premises, Tenant will pay to such holder all rents subsequently payable under
this Lease. Further, Tenant agrees that in the event of the enforcement by the
trustee or the beneficiary under or holder or owner of any such mortgage, deed
of trust, or land or ground lease of the remedies provided for by law or by such
mortgage, deed of trust, or land or ground lease, Tenant will, upon request of
any such person or party succeeding to the interest of Landlord as a result of
such enforcement, automatically become the Tenant of and attorn to such
successor in interest without change in the terms or provisions of this Lease.
Such successor in interest will not be bound by (a) any payment of Monthly Base
Rent or Rent for more than one month in advance except prepayments in the nature
of security for the performance by Tenant of its obligations under this Lease,
or (b) any amendment or modification of this Lease made without the written
consent of such trustee, beneficiary, holder or owner or such successor in
interest. Upon request by such successor in interest and without cost to
Landlord or such successor in interest, Tenant will execute, acknowledge and
deliver an instrument or instruments confirming the attornment. If Tenant fails
or refuses to execute, acknowledge and deliver any and all such documents within
twenty (20) days after written demand, such successor in interest will be
entitled to execute, acknowledge and deliver any and all such documents for and
on behalf of Tenant as attorney-in-fact for Tenant. Tenant by this Section 19.02
constitutes and irrevocably appoints such successor in interest as Tenant's
attorney-in-fact to execute, acknowledge and deliver any and all documents
described in this Section 19.02 for and on behalf of Tenant, as provided in this
Section 19.02.
ARTICLE 20.00 ENTRY BY LANDLORD
Landlord, its agents, employees, and contractors may enter the Premises
at any time in response to an emergency and at reasonable hours to (a) inspect
the same, (b) exhibit the same to prospective purchasers, lenders or tenants,
(c) determine whether Tenant is complying with all its obligations in this
Lease, (d) supply any service which this Lease obligates Landlord to provide to
Tenant, (e) post notices of non-responsibility or similar notices, or (f)
19
make repairs required of Landlord under the terms of this Lease or repairs to
any adjoining space or utility services or make repairs, alterations or
improvements to any other portion of the Mall; however, all such work will be
done as promptly as reasonably possible and so as to cause as little
interference to Tenant as reasonably possible. Tenant by this Article 20.00
waives any claim against Landlord, its agents, employees or contractors for
damages for: any injury or inconvenience to or interference with Tenant's
business, any loss of occupancy or quiet enjoyment of the Premises, or any other
loss occasioned by such entry. Landlord will at all times have and retain a key
with which to unlock all of the doors in, on, or about the Premises (excluding
Tenant's vaults, safes and similar areas designated in writing by Tenant in
advance). Landlord will have the right to use any and all means which Landlord
may deem proper to open doors in and to the Premises in an emergency in order to
obtain entry to the Premises. Any entry to the Premises obtained by Landlord by
any means permitted under this Article will not under any circumstances be
construed or deemed to be a forcible or unlawful entry into or a detainer of the
Premises or an eviction, actual or constructive, of Tenant from the Premises, or
any portion of the Premises, nor will any such entry entitle Tenant to damages
or an abatement of Monthly Base Rent, Additional Rent, or other charges which
this Lease requires Tenant to pay.
ARTICLE 21.00 INDEMNIFICATION, WAIVER AND RELEASE
21.01 Indemnification. Except for acts of Landlord which constitute
gross negligence or willful misconduct, Tenant will neither hold nor attempt to
hold Landlord or its employees or agents liable for, and Tenant will indemnify
and hold harmless Landlord, its employees and agents from and against, all
demands, claims, suits, causes of action, fines, penalties, damages (including
consequential damages), liabilities, judgments, and expenses (including, without
limitation, attorney's fees) incurred in connection with or arising from:
(a) the use or occupancy or manner of use or occupancy of the
Premises by Tenant or any person claiming under Tenant;
(b) any activity, work or thing, done, permitted or suffered,
by Tenant in or about the Premises or the Mall;
(c) any acts, omissions or negligence, of Tenant or any person
claiming under Tenant, or the contractors, agents, employees, invitees or
visitors of Tenant or any such person;
(d) any breach, violation or nonperformance, by Tenant or any
person claiming under Tenant, or the employees, agents, contractors, invitees or
visitors of Tenant or any such person of any term, covenant or provision of this
Lease or any law, ordinance or governmental requirement of any kind;
(e) any injury including claims for death or damage to the
person, property or business of Tenant, its employees, agents, contractors,
invitees, visitors or any other person entering upon the Premises or the Mall
under the express or implied invitation of Tenant.
If any action or proceeding is brought against Landlord or its employees by
reason of any such claim, Tenant, upon notice from Landlord, will defend the
same at Tenant's expense with counsel satisfactory to Landlord.
21.02 Waiver and Release. Tenant, as a material part of the
consideration to Landlord for this Lease, by this Section 21.02 waives and
releases all claims against Landlord, its employees and agents with respect to
all matters for which Landlord has disclaimed liability pursuant to the
provisions of this Lease. Tenant agrees that, except for acts of Landlord which
constitute gross negligence or willful misconduct, Landlord, its agents
20
and its employees will not be liable for any loss, injury, death or damage
(including consequential damages) to persons, property or Tenant's business
occasioned by theft; act of God; public enemy; injunction; riot; strike;
insurrection; war; court order; requisition; order of governmental body or
authority; fire; explosion; falling objects; steam, water, rain or snow; leak or
flow of water (including fluid from the elevator system), rain or snow from or
into part of the Mall or from the roof, street, subsurface or from any other
place, or by dampness, or from the breakage, leakage, obstruction or other
defects of the pipes, sprinklers, wires, appliances, plumbing, generator,
heating and air conditioning, or lighting fixtures of the Mall; or from
construction, repair or alteration of any other premises in the Mall; or from
any acts or omissions of any other tenant, occupant or visitor of the Mall; or
from any cause beyond Landlord's control.
ARTICLE 22.00 SECURITY DEPOSIT
Tenant has deposited the Security Deposit with Landlord as security for
the full, faithful and timely performance of every provision of this Lease to be
performed by Tenant. If Tenant defaults with respect to any provision of this
Lease, including but not limited to the provisions relating to the payment of
Rent Landlord may use, apply or retain all or any part of the Security Deposit
for the payment of any Rent, or any other amount which Landlord may spend or
become obligated to spend by reason of Tenant's default, or to compensate
Landlord for any other loss or damage which Landlord may suffer by reason of
Tenant's default. If any portion of the Security Deposit is so used, applied or
retained Tenant will within ten (10) days after written demand deposit cash with
Landlord in amount sufficient to restore the Security Deposit to its original
amount. Landlord will not be required to keep the Security Deposit separate from
its general funds and Tenant will not be entitled to interest on the Security
Deposit. The Security Deposit will not be deemed a limitation on Landlord's
damages or a payment of liquidated damages or a payment of the Monthly Base Rent
due for the last month of the Term. If Tenant fully, faithfully and in a timely
manner performs every provision of this Lease to be performed by it, the
Security Deposit or any balance of the Security Deposit will be returned to
Tenant within sixty (60) days after the expiration of the Term. Landlord may
deliver the funds deposited under this Lease by Tenant to the purchaser of the
Mall in the event that the Mall is sold, and after such time, Landlord will have
no further liability to Tenant with respect to the Security Deposit.
ARTICLE 23.00 QUIET ENJOYMENT
Landlord covenants and agrees with Tenant that so long as Tenant pays
the Rent and observes and performs all the terms, covenants and conditions of
this Lease on Tenant's part to be observed and performed, Tenant may peaceably
and quietly enjoy the Premises subject, nevertheless, to the terms and
conditions of this Lease, and Tenant's possession will not be disturbed by
anyone claiming by, through or under Landlord.
ARTICLE 24.00 EFFECT OF SALE
A sale, conveyance or assignment of the Mall will operate to release
Landlord from liability from and after the effective date of such sale,
conveyance or assignment upon all of the covenants, terms and conditions of this
Lease, express or implied, except those which arose prior to such effective
date, and, after the effective date of such sale, conveyance or assignment,
Tenant will look solely to Landlord's successor in interest in and to this
Lease. This lease will not be affected by any such sale, conveyance or
assignment, and Tenant will attorn to Landlord's successor in interest to this
Lease.
ARTICLE 25.00 DEFAULT
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25.01 Events of Default. The following events are referred to
collectively as "Events of Default," or individually as an "Event of Default:"
(a) Tenant defaults in the due and punctual payment of Rent,
and such default continues for five (5) days after notice from Landlord;
however, Tenant will not be entitled to more than one (1) notice for monetary
defaults during any twelve (12) month period, and if after such notice and Rent
is not paid when due, an Event of Default will be considered to have occurred
without further notice;
(b) Tenant vacates or abandons the Premises;
(c) This Lease or the Premises or any part of the premises are
taken upon execution or by other process of law directed against Tenant, or are
taken upon or subject to any attachment at the instance of any creditor or
claimant against Tenant, and the attachment is not discharged or disposed of
within fifteen (15) days after its levy;
(d) Tenant files a petition in bankruptcy or insolvency or for
reorganization or arrangement under the bankruptcy laws of the United States or
under any insolvency act of any state, or admits the material allegations of any
such petition by answer or otherwise, or it's dissolved or makes an assignment
for the benefit of creditors;
(e) Involuntary proceedings under any such bankruptcy law or
insolvency act or for the dissolution of Tenant are instituted against Tenant,
or a receiver or trustee is appointed for all or substantially all of the
property of the Tenant, and such proceeding is not dismissed or such
receivership or trusteeship vacated within sixty (60) days after such
institution or appointment;
(f) Tenant fails to take possession of the Premises on the
Commencement Date of the Term;
(g) [Deleted Text] or
(h) Tenant breaches any of the other agreements, terms,
covenants or conditions which this Lease requires Tenant to perform, and such
breach continues for a period of thirty (30) days after notice from Landlord to
Tenant; or if such breach cannot be cured reasonably within such thirty (30) day
period and Tenant fails to commence and proceed diligently to cure such breach
within the absolute minimum required time period.
25.02 Landlord's Remedies. If any one or more Events of Default set
forth in Section 25.01 occurs then Landlord has the right, at its election:
(a) to give Tenant written notice of Landlord's intention to
terminate this Lease on the earliest date permitted by law or on any later date
specified in such notice, in which case Tenant's right to possession of the
Premises will cease and this Lease will be terminated, except as to Tenant's
liability, as if the expiration of the term fixed in such notice were the end of
the Term; or
(b) without further demand or notice, to reenter and take
possession of the Premises or any part of the Premises, repossess the same,
expel Tenant and those claiming through or under Tenant, and remove the effects
of both or either, using such force for such purposes as may be necessary,
without being liable for prosecution, without being deemed guilty of any manner
of trespass, and without prejudice to any remedies for arrears of Monthly Base
Rent or other amounts payable under this Lease or as a result of any preceding
breach of covenants or conditions; or
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(c) without further demand or notice, to cure any Event of
Default and to charge Tenant for the cost of effecting such cure, including,
without limitation, attorneys' fees and interest on the amount so advanced at
the rate set forth in Section 26.22 provided that Landlord will have no
obligation to cure any such Event of Default of Tenant.
Should Landlord elect to reenter as provided in subsection (b) or should
Landlord take possession pursuant to legal proceedings or pursuant to any notice
provided by law, Landlord may, from time to time, without terminating this
Lease, relet the Premises or any part of the Premises in Landlord's or Tenant's
name, but for the account of Tenant, for such term or terms (which may be
greater or less than the period which would otherwise have constituted the
balance of the Term) and on such conditions and upon such other terms (which may
include concessions of free rent and alteration and repair of the Premises) as
Landlord, in its sole discretion, may determine, and Landlord may collect and
receive the rent. Landlord will in no way be responsible or liable for any
failure to relet the Premises or any part of the Premises, or for any failure to
collect any rent due upon such reletting. No such reentry or taking possession
of the Premises by Landlord will be construed as an election on Landlord's part
to terminate this Lease unless a written notice of such intention is given to
Tenant. No notice from Landlord under this Section or under a forcible or
unlawful entry and detainer statute or similar law will constitute an election
by Landlord to terminate this Lease unless such notice specifically so states.
Landlord reserves the right following any such reentry or reletting to exercise
its right to terminate this Lease by giving Tenant such written notice, in which
event this Lease will terminate as specified in such notice.
25.03 Certain Damages. If Landlord does not elect to terminate this
Lease as permitted in subsection (a) of Section 25.02, but on the contrary
elects to take possession as provided in subsection (b) of Section 25.02, Tenant
will pay Landlord: (a) Monthly Base Rent and other sums as provided in this
Lease, which would be payable under this Lease if such repossession had not
occurred, less (b) the net proceeds, if any, of any reletting 'of the Premises
after deducting all Landlord's expenses in connection with such reletting,
including, without limitation, all repossession costs, brokerage commissions,
attorney's fees, expenses of employees, alteration and repair costs and expenses
of preparation for such reletting. If, in connection with any reletting, the new
lease term extends beyond the existing Term, or the premises covered by such new
lease include other premises not part of the Premises, a fair apportionment of
the rent received from such reletting and the expenses incurred in connection
with such reletting as provided in this Section will be made in determining the
net proceeds from such reletting, and any rent concessions will be equally
apportioned over the term of the new lease. Tenant will pay such rent and other
sums to Landlord monthly on the day on which the Monthly Base Rent would have
been payable under this Lease if possession had not been retaken, and Landlord
will be entitled to receive such rent and other sums on such day.
25.04 Landlord's Right to Collect Rent from any Occupant. If, pursuant
to this Lease or not, the Premises are sublet or occupied by anyone other than
Tenant and Tenant is in default hereunder, or this Lease is assigned by Tenant,
then, Landlord may collect rent from the assignee, sub-tenant or occupant, and
apply the net amount collected to the rent herein reserved; but no such
collection shall be deemed a waiver of the covenant herein against assignment
and subletting, or the acceptance of such assignee, sub-tenant or occupant as
Tenant, or a release of Tenant from further performance of the covenants herein
contained.
25.05 Tenant's Fixtures, etc. In the event of default, all of the
Tenant's fixtures, furniture, equipment, improvements, additions, alterations,
and other tangible personal property, shall remain on the Premises and in that
event, and continuing during the length of said default, Landlord shall have the
right to take the exclusive possession of the same and to use the same,
23
rent or charge free, and hold the same as security for performance until all
defaults are cured or, at its option, at any time during the term of this Lease,
to require Tenant to forthwith remove the same.
25.06 Continuing Liability After Termination. If this Lease is
terminated on account of the occurrence of an Event of Default, Tenant will
remain liable to Landlord for damages in an amount equal to Monthly Base Rent
and other amounts which would have been owing by Tenant for the balance of the
Term, had this Lease not been terminated, less the net proceeds, if any, of any
reletting of the Premises by Landlord subsequent to such termination, after
deducting all Landlord's .expenses in connection with such reletting, including,
but without limitation, the expenses enumerated in Section 25.03. Landlord will
be entitled to collect such damages from Tenant monthly on the day on which
Monthly Base Rent and other amounts would have been payable under this Lease if
the Lease had not been terminated, and Landlord will be entitled to receive such
Monthly Base Rent and other amounts from Tenant on each such day. Alternatively,
at the option of Landlord, in the event that this Lease is so terminated,
Landlord will be entitled to recover against Tenant, as damages for loss of the
bargain and not as a penalty, an aggregate Rent which, at the time of such
termination of this Lease, represents the excess of the aggregate of Monthly
Base Rent and all other Rent payable by Tenant that would have accrued for the
balance of the Term over the aggregate rental value of the premises (such rental
value to be computed on the basis of a tenant paying not only a rent to Landlord
for the use and occupation of the Premises, but also such other charges as are
required to be paid by Tenant under the terms of this Lease) for the balance of
such term, both discounted to present value at Eight (8%) percent.
25.07 Cumulative Remedies. Any suit or suits for the recovery of the
amounts and damages set forth in Sections 25.03 and 25.04 may be brought by
Landlord, from time to time, at Landlord's election, and nothing in this Lease
will be deemed to require Landlord to await the date upon which this Lease or
the Term would have expired had there occurred no Event of Default. Each right
and remedy provided for in this Lease is cumulative and is in addition to every
other right or remedy provided for in this Lease or now or after the Date
existing at law or in equity or by statute or otherwise, and the exercise or
beginning of the exercise by Landlord of any or all other rights or remedies
provided for in this Lease or now or after the Date existing at law or in equity
or by statute or otherwise. All costs incurred by Landlord in collecting any
amounts and damages owing by Tenant Pursuant to the provisions of this Lease or
to enforce any provision of this Lease, including reasonable attorneys' fees
from the date any such matter is turned over to an attorney, whether or not one
or more actions are commenced by Landlord, will also be recoverable by Landlord
from Tenant.
ARTICLE 26.00 RULES AND REGULATIONS
Tenant and its employees, agents, licensees and visitors will at all
times observe faithfully, and comply strictly with, the rules and regulations
set forth on Exhibit D. Landlord may from time to time amend, delete or modify
existing rules and regulations, or adopt new rules and regulations for the use,
safety, cleanliness, and care of the Premises and the Mall, and the comfort,
quiet and convenience of occupants of the Mall. Modifications or additions to
the rules and regulations will be effective upon notice to Tenant from Landlord.
In the event of any breach of any rules or regulations or any amendments or
additions to such rules and regulations, Landlord will have all remedies which
this Lease provides for default by Tenant, and will, in addition, have any
remedies available at law or in equity, including the right to enjoin any breach
of such rules and regulations. Landlord will not be liable to Tenant for
violation of such rules and regulations by any other tenant, its employees,
agents, visitors or licensees or any other person. In the event of any conflict
between the provisions of this Lease and the rules and regulations, the
provisions of this Lease will govern.
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ARTICLE 27.00 SIGNS
27.01 Erection and Removal of Signs. Tenant may, with the advance
written approval of Landlord, which may be withheld in Landlord's business
judgement, place suitable and appropriate signs, consistent with Landlord's sign
plans for the Mall, on the Premises, and at such other locations as may be
designated by Landlord, indicating the nature of the business carried on by
Tenant in said Premises. Landlord may also require Tenant to provide such signs,
at Tenant's expense, that Landlord, in Landlord's reasonable discretion, deems
suitable or Landlord, at Landlord's option, may provide such signs and charge
Tenant for the cost. At the termination of this Lease, Tenant shall remove all
said signs at its own expense, unless Landlord determines that such signs should
remain, and Tenant shall pay for the repair of any damage to the Premises or to
the Mall caused by such signs or the removal thereof.
ARTICLE 28.00 MISCELLANEOUS
28.01 No Offer. This Lease is submitted to Tenant on the understanding
that it will not be considered an offer and will not bind Landlord in any way
until (a) Tenant has duly executed and delivered duplicate originals to Landlord
and (b) Landlord has executed and delivered one of such originals to Tenant.
28.02 Joint and Several Liability. If Tenant is composed of more than
one signatory to this Lease, each signatory will be jointly and severally liable
with each other signatory for payment and performance according to this Lease.
28.03 No Construction Against Drafting Party. Landlord and Tenant
acknowledge that each of them and their counsel have had an opportunity to
review this Lease and that this Lease will not be construed against Landlord
merely because Landlord's counsel has prepared it.
28.04 Time of Essence. Time is of the essence on each and every
provision of this Lease.
28.05 No Recordation. Tenant's recordation of this Lease or any
memorandum or short form of it will be void and a default under this Lease.
28.06 No Waiver. The waiver by Landlord of any agreement, condition or
provision contained in this Lease will not be deemed to be a waiver of any
subsequent breach of the same or any other agreement, condition or provision
contained in this Lease, nor will any custom or practice which may grow up
between the parties in the administration of the terms of this Lease be
construed to waive or to lessen the right of Landlord to insist upon the
performance by Tenant in strict accordance with the terms of this Lease. The
subsequent acceptance of Rent by Landlord will not be deemed to be a waiver of
any preceding breach by Tenant of any agreement, condition or provision of this
Lease, other than the failure of Tenant to pay the particular Rent so accepted,
regardless of Landlord's knowledge of such preceding breach at the time of
acceptance of such Rent.
28.07 Limitation on Recourse. Tenant specifically agrees to look solely
to Landlord's interest in the Mall for the recovery of any judgments from
Landlord, it being agreed that Landlord (and its shareholders, venturers, and
partners, and their shareholders, venturers and partners and all of their
officers, directors and employees) will never be personally liable for any such
judgements. The provision contained in the preceding sentence is not intended
to, and will not, limit any right that Tenant might otherwise have to obtain
injunctive relief against Landlord or any suit or action in connection
25
with enforcement or collection of amounts which may become owing or payable
under or on account of insurance maintained by Landlord.
28.08 Estoppel Certificates. At any time and from time to time but
within ten (10) days after written request by Landlord, Tenant will execute,
acknowledge and deliver to Landlord a certificate certifying (a) that this Lease
is unmodified and in full force and effect or, if there have been modifications,
that this Lease is in full force and effect, as modified, and stating the date
an nature of each modification, (b) the date, if any, to which rent an other
sums payable under this Lease have been paid, (c) that no notice has been
received by Landlord of any default which has not been cured, except as to
defaults specified in the certificate, and (d) such other matters as may be
reasonably requested by Landlord. Any such certificates may be relied upon by
any prospective purchaser or existing or prospective mortgagee or beneficiary
under any deed of trust on the Mall or any part of the Mall.
28.09 Waiver of Jury Trial. Landlord and tenant by this Section 28.09
waive trial by jury in any action, proceeding or counterclaim brought by either
of the parties to this Lease against the other on any matters whatsoever arising
out of or in any way connected with this Lease, the relationship of Landlord and
Tenant, Tenant's use or occupancy of the Premises, or any other claims
(including without limitation claims for personal injury or property damage),
and any emergency statutory or any other statutory remedy.
28.10 No Merger. The voluntary or other surrender of this Lease by
Tenant or the cancellation of this Lease by mutual agreement of Tenant and
Landlord or the termination of this Lease on account of Tenant's default will
not work a merger, and will, at Landlord's option, (a) terminate all or any
subleases or subtenancies, or (b) operate as an assignment to Landlord of all or
any subleases or subtenancies. Landlord's option under this Section 28.10 will
be exercised by notice to Tenant and all known sublessees or subtenants in the
Premises or any part of the Premises.
28.11 Holding Over. Tenant will have no right to remain in possession
of all or any part of the Premises after the expiration of the Term. If Tenant
remains in possession of all or any part of the Premises after the expiration of
the Term, with the express or implied consent of Landlord: (a) such tenancy will
be deemed to be a periodic tenancy from month-to-month only (b) such tenancy
will not constitute a renewal or extension of this Lease for any further term;
and (c) such tenancy may be terminated by Landlord upon the earlier of (i)
thirty (30) days prior written notice or (ii) the earliest date permitted by
law. In such event, Monthly Base Rent will be increased to an amount equal to
one hundred fifty percent (150%) of the Monthly Base Rent payable during the
last month of the Term, and any other sums due under this Lease will be payable
in the amount and at the times specified in this Lease. Such month-to-month
tenancy will be subject to every other term, condition, and covenant contained
in this Lease.
28.12 Notices. Any notice, request, demand, consent, approval or other
communication required or permitted under this Lease must be in writing and will
be deemed to have been given when personally delivered or deposited in any
depository regularly maintained by the United States Postal Service, postage
prepaid, certified mail, return receipt requested, addressed to the party for
whom it is intended at its address set forth in Article 1.00. Either Landlord or
Tenant may add additional addresses or change its address for purposes of
receipt of any such communication by giving ten (10) days prior written notice
of such change to the other party in the manner prescribed in this Section
28.12.
28.13 Severability. If any provision of this Lease proves to be
illegal, invalid or unenforceable, the remainder of this Lease will not be
affected by such finding, and in lieu of each provision of this Lease that is
26
illegal, invalid or unenforceable, a provision will be added as a part of this
Lease as similar in terms to such illegal, invalid or unenforceable provision as
may be possible and be legal, valid and enforceable.
28.14 Written Amendment Required. No amendment, alteration,
modification of or addition to the Lease will be valid or binding unless
expressed in writing and signed by the party or parties to be bound by such
change. Tenant agrees to make any modifications of the terms and provisions of
this Lease required or requested by a lending institution providing financing
for the Mall, provided that no such modifications will materially adversely
affect Tenant's rights and obligations under this Lease.
28.15 Entire Agreement. This Lease, the Exhibits and Addenda, if any,
contain the entire agreement between Landlord and Tenant and may be amended only
by subsequent written agreement. No promises or representations, except as
contained in this Lease, have been made to Tenant respecting the condition of
the Premises or the manner of operating the Mall.
28.16 Captions. The captions of the various Articles and Sections of
this Lease are for convenience only and do not necessarily define, limit,
describe or construe the contents of such Articles or Sections.
28.17 Notice of Landlord's Default. In the event of any alleged default
in the obligation of Landlord under this Lease, Tenant will deliver to Landlord
written notice and Landlord will have thirty (30) days following receipt of such
notice to cure such alleged default or, in the event of the alleged default
cannot reasonably be cured within a thirty (30) day period, to commence action
to cure such alleged default. A copy of such notice will be sent to any holder
of a mortgage or other encumbrance on the Mall or the Premises of which Tenant
has been notified in writing, and such holder will also have the same time
periods to cure such alleged default.
28.18 Authority. Tenant and the party executing this Lease on behalf of
Tenant represent to Landlord that such party is authorized to do so by requisite
action of the board of directors, or partners, as the case may be, and agree
upon request to deliver to Landlord a resolution or similar document to that
effect.
28.19 Brokers. Landlord and Tenant respectively represent and warrant
to each other that neither of them has consulted or negotiated with any broker
or finder with regard to the Premises except the Broker named in Article 1.00
(r), if any. Each of them will indemnify the other against and hold the other
harmless from any claims for fees or commissions from anyone with whom either of
them has consulted or negotiated with regard to the Premises except the Broker.
Landlord will pay any fees or commissions due the Broker as may be provided for
in a separate written agreement between the Landlord and Broker.
28.20 Governing Law. This Lease will be governed by and construed
pursuant to the laws of the state of Utah.
28.21 Force Majeure. Landlord will have no liability to Tenant, nor
will Tenant have any right to terminate this Lease or xxxxx Rent or assert a
claim of partial or total actual or constructive eviction, because of Landlord's
failure to perform any of its obligations in the Lease if the failure is due to
reasons beyond Landlord's reasonable control, including, without limitation,
strikes or other labor difficulties; inability to obtain necessary governmental
permits and approvals (including building permits or certificates of occupancy);
unavailability or scarcity of materials: war; riot; civil insurrection;
accidents; acts of God; and governmental preemption in connection with a
national emergency. If Landlord fails to perform its obligations because of any
reasons beyond Landlord's reasonable control (including those enumerated above),
the period for Tenant's performance will be extended day for day for the
duration of the cause of Landlord's failure.
27
28.22 Late Payments. Any payment of Rent, including Monthly Base Rent,
which is not received within five (5) days after it is due will be subject to a
late charge equal to five percent (5%) of the unpaid payment. This amount is in
compensation of Landlord's additional cost of processing late payments. In
addition, any Rent which is not paid when due, including Monthly Base Rent, will
accrue interest at a late rate charge of one and one-half percent (11/2%) per
month (but in no event in an amount in excess of the maximum rate allowed by
applicable law) from the date on which it was due until the date on which it is
paid in full with accrued interest.
28.23 No Easements for Air or Light. Any diminution or shutting off of
light, air or view by any structure which may be erected on lands adjacent to
the Mall will in no way affect this Lease or impose any liability on Landlord.
28.24 Tax Credits. Landlord is entitled to all local, state and federal
income tax benefits (including, without limitation, investment tax credits,
energy credits and rehabilitation credits) available as a result of a leasehold
improvements for which Landlord has paid, or lent money, or guaranteed payment.
Promptly after Landlord's demand, Tenant will give Landlord a detailed list of
the leasehold improvements and fixtures and their respective costs for which
Tenant has paid without a loan or guarantee by Landlord, and Tenant will be
entitled to tax benefits attributable to such listed improvements. Landlord will
be entitled to all other such tax benefits for all other leasehold improvements.
28.25 Relocation of the Premises. [Deleted Text]
28.26 Landlord's Fees. Whenever Tenant requests Landlord to take any
action or give any consent required or permitted under this Lease, Tenant will
reimburse Landlord for all of Landlord's costs incurred in reviewing the
proposed action or consent, including, without limitation, reasonable
attorneys', engineers', architects', accountants', and other professional fees,
within ten (10) days after Landlord's delivery to Tenant of a statement of such
costs. Tenant will be obligated to make such reimbursement without regard to
whether Landlord consents to any such proposed action.
28.27 Binding Effect. The covenants, conditions and agreements
contained in this Lease will bind and inure to the benefit of Landlord and
Tenant and their respective heirs, distributee, executors, administrators,
successors, and, except as otherwise provided in this Lease, their assigns.
28.28 Personal Guarantee. Unless expressly waived by Landlord, the
principal owners of Tenant's business will be expected to execute and deliver a
personal guarantee of this Lease. Tenant will provide personal financial
statements to Landlord on request as part of the guarantee.
28
28.29 Americans With Disabilities Act. Tenant is aware of the
provisions of the Americans With Disabilities Act and agrees that Tenant assumes
all responsibilities for meeting the provisions of such Act within the Premises
and further agrees to hold Landlord harmless for any liability or costs related
to such Act that are brought about or related to Tenant's use of the Premises or
any Mall facilities.
28.30 Successors and Assigns. This Lease shall be binding upon the
parties hereto, their permitted successors in interest and assigns.
28.31 Brokerage Fees. Except for Landlord's engagement of the Broker
listed in Article 1, pursuant to a separate agreement, or as specifically stated
in Exhibit ____, if any, each party represents and warrants to the other that it
has engaged no broker, agent or finder, licensed or otherwise, in connection
with the transaction contemplated by this Lease and each party shall indemnify
and hold the other harmless from and against any such claim or liability arising
through that party.
28.32 Souvenir Items: T-Shirts. In order to maintain a high quality mix
of merchandise in the area, Tenant agrees that no more than 20$ of the retail
floor area, nor more than 209& of any window displays will consist of T-shirts
or other imprinted clothing items or souvenir items.
Landlord and Tenant have executed this Lease as of the day and year
first above written.
LANDLORD:
XXXX XXXX XXXX XXXXXX XXXX, X.X.
By: /s/ Xxxxxxx Xxxx
------------------------------------
Xxxxxxx Xxxx
------------------------------------
name typed or printed
Title: President
TENANT:
PARK CITY GROUP, INC.
By: /s/ Xxxxxxx Xxxxxxxx
------------------------------------
Xxxxxxx Xxxxxxxx
------------------------------------
name typed or printed
Title: CFO
29
ADDENDUM 1
THIS IS AN ADDENDUM to that Lease, dated February 28, 2001, between Park City
Main Street Mall, L.C., as Landlord, and Park City Group, Inc., as Tenant (the
"Lease"). The following terms are hereby incorporated as part of the Lease. To
the extent these terms modify or conflict with any provisions of the Lease these
terms shall control. All other terms of the Lease not specifically modified
herein shall remain the same.
1. As provided in Article 13.00 of this Lease, Tenant is responsible for the
cost of maintenance of HVAC equipment in the Premises. Landlord will
contract with an HVAC service company to maintain the HVAC equipment in the
Premises. Tenant agrees to reimburse Landlord for all costs incurred by
Landlord under such service contract related to the Premises.
2. Landlord reserves the unrestricted and unconditional right to relocate the
Premises to the portion of the basement of the Mall as shown on Exhibit C
to this Lease. Landlord will give Tenant a written notice of its intention
to relocate the Premises, and Tenant will complete such relocation within
ninety (90) days after receipt of such written notice. If Tenant does not
wish to relocate the Premises, then Tenant may terminate this Lease by
giving written notice to Landlord within 30 days of receipt of Landlord's
relocation notice. Such termination shall be effective on the relocation
date set forth on the notice from Landlord Any and all relocation and
moving costs shall be borne by Tenant.
Landlord and Tenant have executed this Addendum 1 to the Lease
concurrently with the execution of the Lease.
LANDLORD:
XXXX XXXX XXXX XXXXXX XXXX, X.X.
By: /s/ Xxxxxxx Xxxx
------------------------------------
Xxxxxxx Xxxx
------------------------------------
name typed or printed
Title: President
TENANT:
PARK CITY GROUP, INC.
By: /s/ Xxxxxxx Xxxxxxxx
------------------------------------
Xxxxxxx Xxxxxxxx
------------------------------------
name typed or printed
Title: CFO
30
EXHIBIT "A"
The Mall Property
ALL OF XXXX 0, 0, 0, 00, 00, 00, 00, 00
AND 15, BLOCK 11, PARK CITY SURVEY OF
BUILDING LOTS, COUNTY OF SUMMIT, STATE OF
UTAH.
ALSO LOTS 18, 19, 20, 21, 22, 23, 24, 25,
26, 27, AND 28, BLOCK 11, PARK CITY SURVEY
OF BUILDING LOTS, COUNTY OF SUMMIT, STATE
OF UTAH.
The above described property is also known
by the situs address, as assigned by the
County official, as: 000 Xxxx Xxxxxx, Xxxx
Xxxx, Xxxx 00000.
31
EXHIBIT "B"
[3RD LEVEL PLAN OMITTED]
EXHIBIT "C"
[3RD LEVEL PLAN OMITTED]
