EXHIBIT 10.10
SUBLEASE
1. PARTIES
This sublease, dated September 1, 2000, is made by and between
Prime Pinnacle Peak Properties, Inc., an Arizona corporation,
(hereinafter called "Sublessee"), and Giant Industries Arizona, Inc.,
an Arizona corporation (hereinafter called "Sublessor"). Sublessor and
Sublessee acknowledge that this sublease is subject to the Lease dated
July 1, 1998 made by and between Pinnacle Citadel LLC, an Arizona
limited liability company as Landlord and Giant Industries Arizona,
Inc., an Arizona corporation as Tenant ("Master Lease"). Sublessee
represents that it has read and is familiar with the terms of the
Master Lease. Sublessee acknowledges it is subject to the terms and
obligations of Tenant under the Master Lease and in case of breach by
Sublessee, Sublessor has all of the rights relative to the Sublessee
under this sublease as Landlord has relative to the Sublessor under the
Master Lease.
2. PREMISES
In consideration of the mutual covenants and agreements set forth
herein, Sublessor leases to Sublessee and Sublessee leases from
Sublessor, for the rental and on the terms and conditions hereinafter
set forth, a portion of the real property described on Exhibit A
attached hereto, consisting of approximately 5,590 square feet of space
consisting of the entire 2nd floor space along with the 1st floor front
office, 1st floor closet, stair landing and stairwell together with any
or all additional space along with six (6) covered parking spaces
numbered 1 though 6, each located in the area cross-hatched on Exhibit
B. The address of the premises is 0000 Xxxx Xxxxxxxx Xxxx Xxxx,
Xxxxxxxxxx, Xxxxxxx 00000.
3. TERM
The term of this sublease shall be for the time commencing on
April 1, 2000 ("Commencement Date") and ending on July 31, 2003, unless
terminated sooner by either party under the terms of this sublease or
upon termination of the Master Lease. In the event the Master Lease is
extended pursuant to Article 1(d) of Master Lease, then Sublessee may
have the option pursuant to Article 1(d) of Master Lease to extend this
sublease by one (1) successive period of five (5) years.
4. USE
Sublessee shall occupy the premises as an office and for no other
purpose whatsoever. Sublessee shall not create any nuisance, commit
waste or interfere with, annoy or disturb any other lessees or
occupants of the building. Sublessee shall do nothing nor permit
anything to be done that would cause the Master Lease to be breached or
terminated. Sublessee shall do nothing that may cause Sublessor's
insurance premiums to increase, or cause Sublessor's insurance to be
canceled.
5. RENT
Sublessee shall pay to Sublessor during the term at the office of
Sublessor, 00000 Xxxxx Xxxxxxxxxx Xxxx, Xxxxxxxxxx, XX 00000, or at
such other place as Sublessor may designate, without notice, demand,
deduction or set-off, the amount of rent ("Minimum Annual Rent") as set
forth in Article 2(a), 2(b), 2(c) & 2(d) of Master Lease. In addition,
Sublessee shall pay to Sublessor its pro rata share of the operating
costs as set forth in Article 6(a), 6(b), 6(c) & 6(d) of Master Lease.
6. QUIET ENJOYMENT
Sublessor hereby warrants that Sublessor has the right to
sublease the premises to Sublessee and that the individuals executing
this sublease are fully authorized to and legally capable of executing
this sublease on behalf of Sublessor. Sublessor covenants that
Sublessee shall, while Sublessee is not in default of the terms of this
sublease, peaceably and quietly hold and enjoy the premises for the
sublease term, without interference or hindrance from Sublessor or
persons claiming by or through Sublessor.
7. SUBLESSOR'S ACCESS TO THE PREMISES
Provided that the exercise of such rights does not unreasonably
interfere with Sublessee's use or occupancy of the premises, Sublessor
shall have the right to enter the premises at reasonable times during
normal business hours and upon reasonable advance notice of Sublessee
for reasonable and lawful purposes.
8. COMPLIANCE WITH LAWS
Sublessee shall comply with any and all present and future
applicable laws, ordinances, rules, regulations, orders and covenants,
whether promulgated by state, municipal, or any other agency or body
having jurisdiction over the premises.
9. ALTERATIONS
Sublessee shall not, except with Sublessor's prior written
consent, make or cause to be made any alterations, decorations,
additions or improvements to the premises. At the end of this
sublease, Sublessee agrees to repair any damages caused by the removal
of any of its improvements or fixtures.
10. END OF TERM HOLDOVER
Sublessee shall not remain in possession of the premises after
the expiration of the term of this sublease, and Sublessee acknowledges
that in the event of termination or expiration of the Master Lease,
this sublease will also terminate or expire.
11. MAINTENANCE AND REPAIRS
Sublessee shall maintain the premises in a clean, orderly and
sanitary condition. Sublessee shall be responsible for minor repairs
and maintenance.
Sublessee shall, throughout the term, take good care of the
premises and fixtures and appurtenances therein, and make all minor and
nonstructural repairs thereto as and when needed to preserve the
premises in good order and condition. At the expiration or other
termination of this sublease, Sublessee will surrender peaceable
possession of the premises in as good condition as they were at the
Commencement Date, excepting reasonable wear and tear, and damage by
fire or other casualty. Sublessee shall reimburse Sublessor for all
expenses of the repair of any damage to the premises or to any other
part of the building caused by or resulting from any act or neglect of
Sublessee. Any such damage to nonstructural parts of the premises
shall be repaired promptly by Sublessee, at its sole expense, to the
reasonable satisfaction of Sublessor. Sublessee shall give Sublessor
prompt notice of any accident or needed repairs or replacements.
12. ASSIGNMENTS AND SUBLEASES
Pursuant to Article 14 of Master Lease, Sublessee may assign or
sublet said premises.
13. INDEMNIFICATION AND HOLD HARMLESS
Sublessor and Sublessee shall indemnify and save each other
harmless from and against any and all liabilities, claims and costs
(including reasonable attorney's fees, penalties and fines) for death,
injury or damages to persons, or property during the term of this
sublease, arising from (a) any default by each in the performance of
its obligations under this sublease or the Master Lease, (b) the manner
of each party's use and occupancy of the premises, or (c) any acts,
omissions, or negligence of each party or its agents, employees,
contractors or invitees. If any action or proceeding is brought
against the other based upon any such claim, the party at fault shall
cease such action to be defended, at its expense, by counsel reasonably
satisfactory to the other part. This hold harmless and indemnity shall
survive termination of this sublease.
14. FORCE MAJEURE
In the event Sublessor or Sublessee is delayed, hindered or
prevented from performing any act or thing required hereunder by reason
of strikes, lockouts, labor troubles, casualties, failure or lack of
utilities, governmental laws or regulations, riots, insurrection, war,
acts of God, or other cause beyond the reasonable control of Sublessor
or Sublessee, neither party shall be liable for the delay, and the
period for the performance by either party shall be extended for a
period equivalent to the period of such delay. The foregoing shall be
inapplicable to the payment of rent by Sublessee.
15. HAZARDOUS MATERIALS
Should Sublessor or Sublessee, during the term of this sublease,
or any extensions thereof, become aware of the existence of any
regulated or environmentally hazardous substance being present on the
premises, the party responsible therefore shall promptly remove the
source of said substance. Sublessor warrants that it will indemnify
and hold Sublessee harmless from any and all losses, claims, injuries,
or cause of action (including reasonable attorney's fees) arising out
of or caused by the existence of any such hazardous or regulated
substances, created by or brought on the demised premises by Sublessor
during the term or any renewal of this sublease. Sublessor or
Sublessee shall not be responsible to the other or any other party for
hazardous substances or conditions at or regarding the premises which
Sublessor or Sublessee did not create or allow.
16. DESTRUCTION OF THE PREMISES
If during the term of this sublease, the premises are destroyed
or damaged in whole or in part by fire or other casualty, then the
applicable provision of the Master Lease will apply.
17. EMINENT DOMAIN
If during the term of this sublease, the premises are taken or
condemned in whole or in part by eminent domain, then the applicable
provisions of the Master Lease will apply.
18. INSURANCE
(a) Sublessor agrees to carry at its own expense throughout the
term of this sublease, all insurance coverages required by the Master
Lease.
(b) Sublessee agrees to carry at its own expense throughout the
term of this sublease, all insurance coverages required by the Master
Lease. Sublessee shall deliver a Certificate of Insurance to Sublessor
prior to the date of occupancy of the premises and said insurance
policy shall list and protect Sublessor and Sublessee as their interest
may appear and shall contain an endorsement stating that the insurer
agrees to give no less than thirty (30) days prior written notice to
Sublessor in the event of modification or cancellation hereof.
Sublessee shall be responsible for its own personal property insurance.
19. DEFAULT
The occurrence of any one or more of the following events shall
constitute a default of the sublease by Sublessee:
(a) The vacating or abandonment of the premises by Sublessee.
(b) The failure of Sublessee to make any payment of rent or any
other payment required to be made by Sublessee hereunder, as and when
due, where such failure shall continue for a period of five (5) days
after written notice thereof from Sublessor to Sublessee.
(c) The failure by Sublessee to observe or perform any of the
covenants, conditions or provisions of this sublease to be observed or
performed by Sublessee, other than described above, where such failure
shall continue for a period of fifteen (15) days after written notice
thereof from Sublessor to Sublessee.
(d) The making by Sublessee of any general assignment, or
general arrangement for the benefit of creditors; the filing by or
against Sublessee of a petition to have Sublessee adjudged as bankrupt
or a petition for reorganization or arrangement under any law relating
to bankruptcy (unless, in the case of a petition filed against
Sublessee, the same is dismissed within sixty (60) days); the
appointment of a trustee or receiver to take possession of
substantially all of Sublessee's assets located at the premises or of
Sublessee's interest in this sublease, where possession is not restored
to Sublessee within thirty (30) days of the attachment, execution or
other judicial seizure of substantially all of Sublessee's assets
located at the premises or of Sublessee's interest in this sublease
where such seizure is not discharged within thirty (30) days.
In the event of any default by Sublessee, at any time thereunder,
and without limiting Sublessor in the exercise of any other right or
remedy which Sublessor may have by reason of such default or breach,
Sublessor may: (a) choose not to hold Sublessee responsible for any or
all terms of this sublease; (b) reenter the premises and terminate this
sublease and hold Sublessee responsible for all damages resulting from
the breach; or (c) reenter the premises, keep this sublease intact, and
attempt to relet the premises on behalf of Sublessee as Sublessee's
agent. Upon reentering the premises, Sublessor may relet the premises
or any part thereof for such term, on such conditions and at such
rental as Sublessor may deem advisable with the right to make
alterations and repairs to the premises. Sublessor may remove
therefrom all automobiles, signs, and other property, and such property
may be removed and stored in any place for the account and at the
expense and risk of Sublessee. Sublessee hereby waives all claims for
damages which may be caused by the reentry of Sublessor and taking
possession of the premises, or the removing or storage of the property
as herein provided, and will save Sublessor harmless from any loss,
cost or damages occasioned thereby, and no such reentry shall be
considered or construed to be forcible entry or detainer.
Should Sublessor elect to reenter as herein provided, rentals
received by Sublessor from reletting shall be applied in this order:
first, to any indebtedness other than rent due under this sublease;
second, to the payment of any costs of reletting; third, to the payment
of the cost of any alteration and repairs to the premises; and fourth,
to the payment of rent due and unpaid under this sublease; and the
remainder, if any, shall be held by Sublessor and applied in payment of
any future rent as the same becomes due and payable under this
sublease. Should rentals received from such reletting during any month
be less than that agreed to be paid during the month by Sublessee under
this sublease, then Sublessee immediately shall pay and be liable for
such deficiency to Sublessor. No such reentry or taking possession by
Sublessor shall be construed as an election on its part to terminate
this sublease, unless a written notice of such intention is given to
Sublessee. Notwithstanding any such reletting without termination, at
any time thereafter, Sublessor may elect to terminate this sublease for
such previous default. Should Sublessor at any time terminate this
sublease for any default, in addition to any other remedy it may have,
Sublessor may recover from Sublessee all damages Sublessor may incur by
reason of such breach, including without limitation, the cost of
recovering the premises and the present worth at the time of such
termination of the rent and charges equivalent to rent as reserved in
this sublease for the remainder of the stated term.
20. SIGNS
Sublessee will not place any signs or other advertising matter or
material on the exterior or on the interior of the premises or of the
building without the prior written consent of the Sublessor first.
21. RULES AND REGULATIONS
Sublessor shall have the right from time to time to prescribe
reasonable rules and regulations for Sublessee's use of the premises
and common areas, and such other reasonable rules and regulations that
Sublessor may adopt upon written advance notice to Sublessee, and
Sublessee shall observe and comply with such rules and those, if any,
which are attached hereto and made part of this sublease.
22. AMERICANS WITH DIABILITIES ACT
If during the term of this sublease, Sublessee should make any
alteration or addition to said premises, Sublessee, at its cost and
expense, agrees to comply with applicable requirements of Title III of
the Americans With Disabilities Act (ADA) and agrees that the
applicable provision of the Master Lease will apply.
23. NO JOINT VENTURE
Nothing contained herein nor the acts of the parties shall be
deemed or construed to create the relationship of principal and agent,
partnership, joint venture, or similar relationship or arrangement, it
being understood that the relationship between the parties is solely
that of Sublessor and Sublessee.
24. WAIVER OF SUBROGATION
Sublessor and Sublessee hereby mutually waive their respective
rights of recovery against each other for any loss insured by Fire,
Extended Coverage or All Risk Property Insurance Policy.
25. ATTORNEY'S FEES
If either party herein brings an action to enforce the terms of
this sublease, the prevailing party in such action shall be entitled to
reasonable attorney's fees to be paid by the non-prevailing party.
26. SUCCESSORS AND ASSIGNS
Each of the provisions of this sublease shall extend to and
shall, as the case may require, bind or inure to the benefit of
Sublessor and Sublessee, and their respective subsidiaries, affiliates,
heirs, legal representatives, successors and assigns.
27. HEADINGS
The titles and headings of this sublease are for convenience of
reference only and shall not in any way be deemed a part of this
sublease for the purpose of construing or interpreting the meaning
thereof, or for any other purpose.
28. GOVERNING LAW
This sublease shall be governed by and construed in accordance
with the laws of the State wherein the premises are located.
29. ENTIRE AGREEMENT
This sublease, and the Master Lease to which it is subject,
contains the entire agreement and understanding between Sublessor and
Sublessee relating to the leasing of the premises and obligations of
Sublessor and Sublessee. This sublease supersedes any and all prior or
contemporaneous agreements and understandings between Sublessor and
Sublessee, and shall not be modified or amended unless both Sublessor
and Sublessee agree in writing. Sublessor and Sublessee specifically
agree that this instrument be interpreted as a sublease rather than an
assignment.
30. NOTICES
All notices to be given by one party to the other under this
sublease shall be in writing, mailed or hand-delivered to each at the
address to the individual, set forth at the end of this sublease or at
a changed address if notice of the change is given to the other party
in writing. Mailed notices shall be sent by United States certified or
registered mail, postage prepaid. Such notices shall be deemed to have
been given upon posting in the United States mail. Actual notice shall
be no substitute for written notice under any provision of this Lease.
IN WITNESS WHEREOF, the parties have executed this sublease as of the
day and year first above written.
SUBLESSOR: Address:
Giant Industries Arizona, Inc. 00000 X. Xxxxxxxxxx Xxxx
an Arizona Corporation Xxxxxxxxxx, XX 00000
BY: /s/ XXXXX X. XXXXXXX
---------------------------------
Its: CEO
---------------------------------
SUBLESSEE: Address:
Prime Pinnacle Peak Properties, Inc. 00000 X. Xxxxxxxxxx Xxxx
an Arizona corporation Xxxxxxxxxx, XX 00000
BY: /s/ XXXXX X. XXXXXXX
---------------------------------
Its: President
---------------------------------
EXHIBIT A
PARCEL NO. 1:
A portion of Tract "B", of PINNACLE PARADISE, according to the plat of
record in the office of the County Recorder of Maricopa County, Arizona,
recorded in Book 126 of Maps, Page 31, more fully described as follows:
BEGINNING at the Northeast corner of said Tract "B";
thence South 0 degrees 03 minutes 44 seconds East, a distance of 280.02
feet to a point of curvature whose center bears South 89 degrees 56
minutes 10 seconds West, a radius of 20 feet;
thence Southwesterly along said curve through a delta of 90 degrees 03
minutes 44 seconds, an arc length of 31.44 feet;
thence West, a distance of 280.02 feet;
thence North a distance of 299.94 feet;
thence East a distance of 300 feet to the POINT OF BEGINNING;
EXCEPT that portion dedicated for right of way as set forth in instrument
recorded April 18, 1985 in 85-166839, Official Records described as follows:
COMMENCING at the Southeast corner of Section 12 (intersection of PIMA ROAD
and PINNACLE PEAK ROAD), Township 4 North, Range 4 East;
thence North 00 degrees 03 minutes 44 seconds West along the East line of
said Section 12 (also monument line of PIMA ROAD), a distance of 355.00 feet
to a point;
thence South 89 degrees 56 minutes 16 seconds West, a distance of 55.00 feet
to a point on the West right-of-way line of PIMA ROAD and being the TRUE
POINT OF BEGINNING;
thence West, a distance of 10.00 feet to a point;
thence South 00 degrees 03 minutes 44 seconds East, a distance of 279.92 feet
to a point of curvature whose center bears South 89 degrees 56 minutes 16
seconds West, a radius of 20.00 feet;
thence Southwesterly along said curve through a Delta of 90 degrees 03 minutes
44 seconds, an arc length of 31.44 feet;
thence East along the North right-of-way line of PINNACLE PEAK ROAD, a
distance of 10.04 feet to a point of curvature whose center bears North, a
radius of 19.96 feet;
thence Northeasterly along said curve through a Delta of 90 degrees 03
minutes 44 seconds, an arc length of 31.37 feet to a point on the West
right-of-way line of PIMA ROAD;
thence North 00 degrees 03 minutes 44 seconds West, along said right-of-way
line, a distance of 279.96 feet back to the TRUE POINT OF BEGINNING.
PARCEL NO. 2:
A portion of Tract "B", of PINNACLE PARADISE, according to the plat of record
in the office of the County Recorder of Maricopa County, Arizona, recorded in
Book 126 of Maps, Page 31, more fully described as follows:
BEGINNING at the Southwest corner of said Tract "B";
thence East along the South line of said Tract "B", a distance of 20.00 feet
to the TRUE POINT OF BEGINNING;
thence North a distance of 199.94 feet;
thence East a distance of 180.00 feet;
thence North a distance of 100.00 feet to a point on the North line of Tract
"B";
thence East along said North line a distance of 200.00 feet;
thence south a distance of 299.94 feet to a point in the South line of Tract
"B";
thence West along said South line a distance of 380.00 feet to the TRUE POINT
OF BEGINNING.
EXHIBIT B
SITE SURVEY
