Exhibit No. 10.25
SUBLEASE
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This Sublease is made as of the day of October, 1997 by and between
Holland & Xxxx LLP a Colorado limited liability partnership ("Sublandlord") and
Crown Energy Corporation, a Utah corporation ("Subtenant") with reference and
respect to the following facts and circumstances (Sublandlord and Subtenant,
collectively, the "Parties"):
Recitals:
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A. Sublandlord is the tenant under that certain Office Lease (the
"Master Lease"), dated as of February 1, 0000 xxxxxxx
Xxxxxxxxxxx xxx Xxxxx xx Xxxxxxxxxx Public Employees
Retirement System ("CPERS"), amended by a "First Amendment
Lease" (the "Amendment") dated May 9, 1997, by CPERS'
successor in interest, Parkside Salt Lake Corporation, a
Delaware corporation (the "Landlord") which is attached hereto
as Exhibit A and by this reference made a part hereof,
concerning approximately 11,808 rentable square feet of office
space (the "Premises") located on the fifth floor of the
building (the "Building") located at 000 Xxxxx Xxxxx Xxxxxx,
Xxxx Xxxx Xxxx, Xxxx, 00000-0000.
B. Subtenant desires to sublease from Sublandlord a portion of
the Premises consisting of approximately 1120 rentable square
feet of space (the "Subleased Premises") more particularly
described on Exhibit B, attached hereto and by this reference
made a part hereof, and Sublandlord has agreed to sublease the
Subleased Premises to Subtenant upon the terms, covenants and
conditions herein set forth.
C. Subtenant has read the Master Lease and is familiar with
its terms and conditions.
Agreement:
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NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
and promises contained herein and for good and valuable consideration, the
receipt and sufficiency of which is acknowledged by each of the Parties, the
Parties do hereby agree to the following:
1. Sublease. Sublandlord hereby subleases and demises to Subtenant and
Subtenant hereby hires and takes from Sublandlord the Subleased Premises.
2. Term. The term of this Sublease shall commence on the substantial
completion of the build-out of the subleased premises and shall end, unless
sooner terminated as provided in the Master Lease or this Sublease on October
30, 2001 (the "Term").
3. Rent.
a. Base Rent. Subtenant shall pay
base rent during the term of this Sublease as follows:
YEAR Annual Monthly
Year 1: $18,480.00 $1,540.00
Year 2: $19,040.04 $1,586.67
Year 3: $19,599.96 $1,633.33
Year 4: $20,193.60 $1,682.80
b. First Month's Lease Payment; Absence of Security Deposit.
At the commencement of this Sublease, Subtenant shall deliver to Sublandlord the
first month's base rent in advance and shall pay monthly rent thereafter each
month in advance of the following month. No Security Deposit shall be required.
c. Improvements. In addition to the foregoing, Subtenant
agrees to pay for all expenses up to six thousand dollars ($6,000), incurred in
constructing improvements of the Subleased Premises in accordance with the
specifications agreed upon by Sublandlord and Subtenant (the "Improvements").
The Parties agree that all such expenses incurred in constructing the
Improvements will be amortized over the Term and will be paid in equal monthly
installments concurrent with payment of the base rent described herein
throughout the Term by Subtenant. Notwithstanding the foregoing, if Sublandlord
exercises its rights under Section 8(a) hereof, Subtenant shall be released of
its obligation to pay the remainder, if any, of such amortized expenses. To the
contrary, if Subtenant exercises its rights under Section 8(b) hereof, prior to
the end of the Term, Subtenant shall pay all outstanding amounts under this
Section 3(c) which would have been paid during the Term immediately upon such
exercise.
4. Use. Subtenant covenants and agrees to use the Premises in
accordance with the provisions of the Master Lease and for no other purpose and
otherwise in accordance with the terms and conditions of the Master Lease and
this Sublease.
5. Master Lease. As applied to this Sublease, the words "Landlord" and
"Tenant" as used in the Master Lease shall be deemed to refer to Sublandlord and
Subtenant hereunder, respectively. Subtenant and this Sublease shall be subject
in all respects to the terms of, and the rights of the Landlord under, the
Master Lease. Except as otherwise expressly provided in Section 7 hereof, the
covenants, agreements, terms, provisions and conditions of the Master Lease
insofar as they relate to the Subleased Premises and insofar as they are not
inconsistent with the terms of this Sublease are made a part of and incorporated
into this Sublease as if recited herein in full, and the rights and obligations
of the Landlord and the Tenant under the Master Lease shall be deemed the rights
and obligations of Sublandlord and Subtenant respectively hereunder and shall be
binding upon and inure to the benefit of Sublandlord and Subtenant respectively.
As between the Parties only, if there is a conflict between the terms of the
Master Lease and the terms of this Sublease, the terms of this Sublease shall
control.
6. Landlord's Performance Under Master Lease.
6.1 Subtenant recognizes that Sublandlord is not in a position
to render any of the services or to perform any of the obligations required of
Sublandlord by the terms of this Sublease. Therefore, notwithstanding anything
to the contrary contained in this Sublease, Subtenant agrees that performance by
Sublandlord of its obligations hereunder are conditional upon due performance by
the Landlord of its corresponding obligations under the Master Lease and
Sublandlord shall not be liable to Subtenant for any default of the Landlord
under the Master Lease. Subtenant shall not have any claim against Sublandlord
by reason of the Landlord's failure or refusal to comply with any of the
provisions of the Master Lease unless such failure or refusal is a result of
Sublandlord's act or failure to act. This Sublease shall remain in full force
and effect notwithstanding the Landlord's failure or refusal to comply with any
such provisions of the Master Lease and Subtenant shall pay all rent payments
required under Section 3 herein and all other charges provided for herein
without any abatement, deduction or setoff whatsoever. Subtenant covenants and
warrants that it fully understands and agrees to be subject to and bound by all
of the covenants, agreements, terms, provisions and conditions of the Master
Lease, except as modified herein. Furthermore, Subtenant and Sublandlord further
covenant not to take any action or do or perform any act or fail to perform any
act which would result in the failure or breach of any of the covenants,
agreements, terms, provisions or conditions of the Master Lease on the part of
the Tenant thereunder.
6.2 Whenever the consent of Landlord shall be required by, or
Landlord shall fail to perform its obligations under, the Master Lease,
Sublandlord agrees to use its best efforts to obtain, at Subtenant's sole cost
and expense, such consent and/or performance on behalf of Subtenant.
6.3 Sublandlord represents and warrants to Subtenant that the
Master Lease is in full force and effect, all obligations of both Landlord and
Sublandlord thereunder have been satisfied and Sublessor has neither given nor
received a notice of default pursuant to the Master Lease.
6.4 Sublandlord covenants as follows: (i) not to voluntarily
terminate the Master Lease, (ii) not to modify the Master Lease so as to
adversely affect Subtenant's rights hereunder, and (iii) to take all actions
reasonably necessary to preserve the Master Lease.
7. Variations from Master Lease. The following covenants, agreements,
terms, provisions and conditions of the Master Lease are hereby modified or not
incorporated herein:
7.1 Notwithstanding anything to the contrary set forth in the
Master Lease, the term of this Sublease and base rent payable under this
Sublease and the amount of the Security Deposit required of Subtenant shall be
as set forth in Sections 2 and 3 above.
7.2 The parties hereto represent and warrant to each other
that neither party dealt with any broker or finder in connection with the
consummation of this Sublease and each party agrees to indemnify, hold and save
the other party harmless from and against any and all claims for brokerage
commissions or finder's fees arising out of either of their acts in connection
with this Sublease. The provisions of this Section 7.2 shall survive the
expiration or earlier termination of this Sublease.
7.3 Notwithstanding anything contained in the Master Lease to
the contrary, as between Sublandlord and Subtenant only, all insurance proceeds
or condemnation awards received by Sublandlord under the Master Lease shall be
deemed to be the property of Sublandlord.
7.4 Any notice which may or shall be given by either party
hereunder shall be either delivered personally or sent by certified mail, return
receipt requested, addressed to the party for whom it is intended at the
Subleased Premises (if to the Subtenant), or to 000 Xxxxx Xxxxx Xxxxxx, Xxxxx
000, Xxxx Xxxx Xxxx, Xxxx, 00000-0000 and to 000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000,
Xxxxxx, Xxxxxxxx, 00000-0000, Attention: Executive Director (if to the
Sublandlord), or to such other address as may have been-designated in a notice
given in accordance with the provisions of this Section 7.4.
7.5 All amounts payable hereunder by Subtenant shall be
payable directly to Sublandlord.
7.6 Sublandlord shall deliver the Subleased Premises to
Subtenant in its current "as is" condition.
7.7 Subtenant shall not be required to remove any improvements
located in the Subleased Premises upon the expiration of the Term.
8. Early Termination.
a. By Sublandlord.
i) Sublandlord shall have the right to terminate this
Sublease, at its sole discretion, at any time after the expiration of eighteen
(18) months from the date hereof upon the giving of written notice to Subtenant
of Sublandlord's intent to so terminate (the "Sublandlord Notice"). Subtenant
shall have six (6) months after the date of the Sublandlord Notice to vacate the
Subleased Premises. Subtenant shall be obligated to pay all rents as described
in Section 3 hereof up to, and including, six (6) months after the Sublandlord
Notice.
ii) If Sublandlord exercises its right to terminate
this Sublease in accordance with this Section, Sublandlord shall have the option
to either: (A) sublease from Subtenant that certain space, consisting of
approximately 2,303 square feet more particularly described on Exhibit "C",
attached hereto and by this reference made a part hereof, which Subtenant
currently leases from Landlord (the "Subtenant Premises") on the same terms and
conditions as set forth in the lease between Landlord and Subtenant ("Subtenant
Lease"), or (B) retain the Subleased Premises only and reconstruct the dividing
wall between the Subleased Premises and the Subtenant Premises and make such
other improvements at Sublandlords expense as are reasonably necessary to
separate the Subleased Premises and the Subtenant Premises and leave the
Subtenant Premises in such condition as is reasonably necessary to permit the
Subtenant Premises to be subleased or occupied by Subtenant.
b. By Subtenant.
i) Subtenant shall have the right to terminate this
Sublease, at its sole discretion, at any time after the expiration of eighteen
(18) months from the date hereof upon the giving of written notice to
Sublandlord of Subtenant's intent to so terminate (the "Subtenant Notice").
Sublandlord shall have six (6) months after the date of the Subtenant Notice to
occupy the Subleased Premises. Subtenant shall be obligated to pay all rents as
described in Section 3 hereof up to, and including, six (6) months after the
Subtenant Notice.
ii) If Subtenant exercises its rights to terminate
this Sublease in accordance with this Section, Sublandlord shall have the right,
but not obligation, to Sublease the Subtenant Premises on the same terms and
conditions as set forth in the lease between Landlord and Subtenant. If
Subtenant exercises its right to terminate this Sublease and Sublandlord does
not exercise its right to sublease the Subtenant Premises, Subtenant shall
reconstruct the dividing wall between the Subleased Premises and the Subtenant
Premises and make such other improvements, at Subtenant's expense, as are
reasonably necessary to separate the Subleased Premises and the Subtenant
Premises and leave the Subleased Premises in such condition as is reasonably
necessary to permit the Subleased Premises to be subleased or occupied by
Sublandlord.
9. Indemnity. Subtenant hereby agrees to indemnify and hold Sublandlord
harmless from and against any and all claims, losses and damages, including,
without limitation, reasonable attorneys' fees and disbursements, which may at
any time be asserted against Sublandlord by (a) the Landlord for failure of
Subtenant to perform any of the covenants, agreements, terms, provisions or
conditions contained in the Master Lease which by reason of the provisions of
this Sublease Subtenant is obligated to perform, or (b) any person by reason of
Subtenant's use and/or occupancy of the Subleased Premises. The provisions of
this Section 9 shall survive the expiration or earlier termination of the Master
Lease and/or this Sublease, except to the extent any of the foregoing is caused
or by the negligence of Sublandlord.
10. Cancellation of Master Lease. In the event of the cancellation or
termination of the Master Lease for any reason whatsoever or of the involuntary
surrender of the Master Lease by operation of law prior to the expiration date
of this Sublease, Subtenant agrees to make full and complete attornment to the
Landlord under the Master Lease for the balance of the term of this Sublease and
upon the then executory terms hereof at the option of the Landlord at any time
during Subtenant's occupancy of the Premises, which attornment shall be
evidenced by an agreement in form and substance reasonably satisfactory to the
Landlord. Subtenant agrees to execute and deliver such an agreement at any time
within ten (10) business days after request of the Landlord, and Subtenant
waives the provisions of any law now or hereafter in effect which may give
Subtenant any right of election to terminate this Sublease or to surrender
possession of the Subleased Premises in the event any proceeding is brought by
the Landlord under the Master Lease to terminate the Master Lease.
11. Certificates. Each party hereto shall at any time and from time to
time as requested by the other party upon not less than ten (10) days prior
written notice, execute, acknowledge and deliver to the other party, a statement
in writing certifying that this Sublease is unmodified and in full force and
effect (or if there have been modifications that the same is in full force and
effect as modified and stating the modifications, if any) certifying the dates
to which rent and any other charges have been paid and stating whether or not,
to the knowledge of the person signing the certificate, that the other party is
not in default beyond any applicable grace period provided herein in performance
of any of its obligations under this Sublease, and if so, specifying each such
default of which the signer may have knowledge, it being intended that any such
statement delivered pursuant hereto may be relied upon by others with whom the
party requesting such certificate may be dealing.
12. Assignment or Subletting. Subject further to all of the rights of
the Landlord under the Master Lease and the restrictions contained in the Master
Lease, Subtenant shall not be entitled to assign this Sublease or to sublet all
or any portion of the Premises without the prior written consent of Sublandlord,
which consent may be withheld by Sublandlord in its sole discretion.
13. Default. It is expressly understood and agreed, by and between the
Parties, that if the rent above reserved, or any part thereof, shall be behind
or unpaid, or if default shall be made in any of the covenants or agreements,
Sublandlord shall notify the Subtenant in writing of the condition or default
and upon notification, the Subtenant shall have twenty (20) days from the date
the notice is received, to correct the condition or default and, upon
Subtenant's failure to so correct the condition or default, it shall and may be
lawful for Sublandlord, or its attorney to declare this Term canceled.
14. Risk of Loss. Each of the Parties will bear its own risk of loss
for liability and neither party agrees to insure, defend or indemnity the other.
15. Severability. If any term or provision of this Sublease or the
application thereof to any person or circumstances shall, to any extent, be
invalid and unenforceable, the remainder of this Sublease or the application of
such term or provision to persons or circumstances other than those as to which
it is held invalid or unenforceable, shall not be affected thereby and each term
or provision of this Sublease shall be valid and be enforced to the fullest
extent permitted by law.
16. Entire Agreement; Waiver. This Sublease contains the entire
agreement between the parties hereto and shall be binding upon and inure to the
benefit of their respective heirs, representatives, successors and permitted
assigns. Any agreement hereinafter made shall be ineffective to change, modify,
waive, release, discharge, terminate or effect an abandonment hereof, in whole
or in part, unless such agreement is in writing and signed by the parties
hereto.
17. Captions and Definitions. Captions to the Sections in this Sublease
are included for convenience only and are not intended and shall not be deemed
to modify or explain any of the terms of this Sublease.
18. Further Assurances. The parties hereto agree that each of them,
upon the request of the other party, shall execute and deliver, in recordable
form if necessary, such further documents, instruments or agreements and shall
take such further action that may be necessary or appropriate to effectuate the
purposes of this Sublease.
19. Governing Law. This Sublease shall be governed by and in all
respects construed in accordance with the internal laws of the State of Utah.
20. Consent of Landlord. The validity of this Sublease shall be subject
to the Landlord's prior written consent hereto pursuant to the terms of the
Master Lease, and if Landlord's consent shall not be obtained and a copy thereof
delivered to Subtenant within thirty (30) days of the date hereof, Subtenant
shall have the option to cancel this Sublease by notice to Sublandlord within
forty (40) days from the date hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Sublease to be
executed as of the day and year first above written.
"Sublandlord":
Holland & Xxxx LLP
a Colorado limited liability partnership,
By: Xxxxxxxx Xxxxxx
Its: Managing Partner
" Subtenant":
Crown Energy Corporation,
a Utah corporation
By: Xxx Xxxxxx
Its: President
