LEASE AGREEMENT
BETWEEN
EAGLE OVERLOOK, L.C.
AND
MEDIZONE INTERNATIONAL INC.
CONTENTS
1.00 Fundamental Lease Provisions 1
1.01 Date of Lease Agreement 1
l.02 Landlord's Address for Payment of Kent and for Notice 1
1.03 Tenant's Trade Name 1
1.04 Tenant's Address for Notice 1
1.05 Designated Lease Premises 1
1.06 Term Commencement 2
1.07 Term Expiration 2
1.08 Permitted Uses 2
1.09 Tenant's Pro Rata Share 2
1.10(a) Minimum Rent 2
1.10(b) Operating Expenses 2
1.10(c) Rent 2
1.11 Prepaid Rent 2
1.12 Rent Commencement Date 2
1.13 Security Deposit 2
1.14 Required Opening Date 2
1.15 Parking 2
1.16 Construction Allowance 3
1.17 Personal Guarantee 3
1.18 Common Areas 3
2.00 Leased Premises 3
2.01 Office Building 3
3.00 Minimum Rental 3
3.01 Acceptance 4
4.00 Insurance 4
5.00 Rules and Regulations 4
6.00 Liability 4
7.OO Delay 4
8.00 Required Opening Date 4
9.00 Condition of Premises 5
10.00 Alterations 5
11.00 Repairs and Maintenance 5
12.00 Fixtures and Personal Property 6
13.00 Liens 6
14.01 Plate Glass 7
15.00 Indemnification 7
16.00 Access to Premises 7
17.00 Surrender of Premises 8
17.01 Building Apparatus 8
17.02 Tenant in Default 8
17.03 Damage to Premises 8
17.04 Failure to Remove Fixtures 8
17.05 Tenant's Obligation After Expiration of Term 8
18.00 Tenant's Conduct of Business 8
19.00 Rules and Regulations 9
20.00 Tenant's Property 9
21.00 Holding Over 9
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22.00 Operating Expenses 9
22.01 Payment of Operating Expenses 12
22.02 Final Assessment 12
22.03 Rental 12
22.04 Statement 13
23.00 Services and Utilities 13
23.01 Excess 13
23.02 Heating, Ventilating and Air Conditioning 14
24.00 Property Taxes 14
25.00 Sale of Premises by Landlord 14
26.00 Defaults by Tenant 14
26.01 Remedies in the Event of Default 15
27.00 Destruction by Fire or Casualty 17
27.01 Abatement of Rents; Tenants Liabilities 17
27.02 Repair of Tenant's Property 17
27.03 Exclusive Remedy 18
28.00 Eminent Domain 18
28.01 Compensation 18
28.02 Nontermination 18
29.00 Subordination and Attornment 19
30.00 Assignment, Subletting and Ownership 19
30.01 Attorney's Fees 20
30.02 Landlord's Consent 20
30.03 Involuntary Assignment 21
31.00 Laws and Ordinances 21
31.01 Use of Leased Premises 21
31.02 Electrical Requirements 21
32.00 Waiver of Claims & Subrogation 22
34.00 Remedies 22
35.00 Successors and Assigns 22
36.00 Representations 23
37.00 Waiver 23
38.00 Interpretation 23
39.00 Quiet Enjoyment 23
40.00 Waiver of Redemption 24
41.00 Lease Status 24
43.00 Force Majeure 24
44.00 Parking 24
45.00 Captions 24
46.00 Partial Invalidity 24
47.00 Governing Law 24
48.00 Entire Agreement 25
49.00 No Option 25
50.00 Agency Disclosure 25
51.00 Security Deposit 25
52.00 Incorporation by Reference 25
Exhibit "A" General Floor Plan 26
Exhibit "B" Building Rules and Regulations 27
Exhibit "C" Guarantee of Lease 31
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LEASE AGREEMENT
THIS LEASE AGREEMENT is made by and between Eagle Overlook, L.C., a
Utah Limited Liability Company (hereinafter called "Landlord"), and Medizone
International Inc., a Nevada Corporation (hereinafter called "Tenant").
WITNESSETH:
In consideration of the rents, covenants and agreements hereinafter
set forth, Landlord demises and leases to Tenant and Tenant rents from Landlord
the hereinafter described Premises upon the following terms and conditions:
1.00 FUNDAMENTAL LEASE PROVISIONS
1.01 DATE OF LEASE AGREEMENT: 9/23/97
l.02 LANDLORD'S ADDRESS FOR PAYMENT OF RENT AND FOR NOTICE:
Eagle Overlook, L.C.
c/o Lori Springer
1545 East Logan
Salt Lake City, Utah 84105
1.03 TENANT'S TRADE NAME: Medizone
1.04 TENANT'S ADDRESS FOR NOTICE:
4505 South Wasatch Boulevard, Suite #210
Salt Lake City, Utah 84124
1.05 DESIGNATED LEASE PREMISES: Suite 210 of the Office Building located at
4505 South Wasatch Boulevard, as more fully described in Exhibit "A" attached
hereto, comprising the following area:
Net Useable Sq. Ft. (NUSF) Net Rentable Sq. Ft. (NRSF) 1,211 1,393
Landlord hereby grants to Tenant, for the benefit of Tenant and Tenant's
employees, clients, suppliers, shippers, contractors, customers, and invitees,
during the term of this Lease, the non-exclusive right to use, in common with
others entitled to such use, the Common Areas as exist from time to time,
subject to any rights, powers, and privileges reserved by Landlord under the
terms hereof or under the terms of any rules and regulations or restrictions
governing the use of the Common Areas. Landlord, or such other person(s) as
Landlord may appoint, shall have the exclusive control and management of the
Common Areas and shall have the right, from time to time, to establish, modify,
amend or enforce reasonable rules and regulations with respect thereto.
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1.06 TERM COMMENCEMENT: October 1 1997.
1.07 TERM EXPIRATION: Three (3) years after the Term Commencement estimated
to be September 30, 2000.
1.08 PERMITTED USES: General business offices and any other legally
permitted uses and Premises shall not be used for any other purpose whatsoever.
1.09 TENANT'S PRO RATA SHARE: 3.427 percent based on 1393 NRSF in the
Premises and 40,646 NRSF in the Office Building. This percentage is subject to
adjustment from time to time based upon changes, if any, in the number of NRSF
in either the Premises or in the Office Building.
1.10(a) MINIMUM RENT: The Minimum Rent for the Premises and for Tenant's
use of the Common Areas is as follows:
Year $/NRSF/Year Monthly Minimum Rent
- ----------------------- ------------------------ ---------------------------
1 $16.50 $1,915.38
2 $17.16 $1,991.99
3 $17.85 $2,072.09
As part of the Minimum Rent included is a $5.25 per NRSF per year
expense stop for Operating Expenses. If Operating Expenses exceed this stop,
Tenant will pay to Landlord its pro rata share of additional Operating Expenses.
The total Minimum Rent for the term is $71,753.43.
1.10(b) OPERATING EXPENSES: Operating Expenses shall have the meaning
defined in ARTICLE 22.00.
1.10(c) RENT: Rent shall mean and include Minimum Rent plus Tenant's Pro
rata Share of Excess Operating Expenses (as defined in ARTICLE 22.01) plus all
other costs and expenses which Tenant assumes or agrees to pay to Landlord under
this Lease.
1.11 PREPAID RENT: Tenant will pay at the execution of this Lease the first
months rent in the amount of $1,915.38.
1.12 RENT COMMENCEMENT DATE: The date of Term Commencement.
1.13 SECURITY DEPOSIT: Tenant will pay at the execution of this Lease a
security deposit in the amount of $2,072.09
1.14 REQUIRED OPENING DATE: The date of Term Commencement.
1.15 PARKING: Tenant shall have the right to park 4.0 stalls per 1,000 NRSF
on the surface parking lot at no charge.
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1.16 CONSTRUCTION ALLOWANCE: Tenant will take the space in an "as is"
condition, although Landlord will clean the Premises prior to Term Commencement.
Landlord will contribute to Tenant $2.00 per NRSF or $2,786.00 to Tenant for the
Tenant to use in the improvement of the Premises. This allowance will expire
eighteen (18) months after Term Commencement if Tenant has not finished its
remodeling of the Premises. Tenant will also be required to be current in its
rent payments and will give Landlord thirty (30) days notice and plans of the
improvements before beginning remodeling. Landlord will reimburse to Tenant, as
a rent credit in two consecutive months, a total of $1,393.00 in each month for
the improvements Tenant has expanded and documented with invoices of the
improvements. If a construction estimate is made indicating the cost to be
greater than Landlord's allowance, Tenant and Landlord will acknowledge the
overage to be paid by Tenant by executing an addendum.
1.17 PERSONAL GUARANTEE: Tenant will personally guarantee this Lease in the
attached EXHIBIT "C."
1.18 COMMON AREAS: The term "Common Areas" means those areas and facilities
at the Office Building and surrounding property furnished, provided or
designated by Landlord for the non-exclusive use and benefit in common with
Landlord, Tenant and other tenants of the Office Building as well as their
employees, clients, customers, agents, suppliers, shippers, contractors and
other invitees which are generally understood as public or common areas. The
Common Areas include areas which are outside the Premises or are within the
interior utility raceways or plenums of the Premises (or other premises in the
Office Building) as well as corridors, hallways, restrooms, stairways,
elevators, parking areas, loading and unloading areas, trash receptacle areas,
roadways, sidewalks, walkways, access roads, driveways, landscape areas, utility
lines, roofs, sprinklers, ramps, fences, and lighting.
Landlord shall have the right, in Landlord's sole discretion, from time to
time to make changes to the Common Areas, including, without limitation, changes
in the location, size, shape and number of driveways, entrances, parking spaces,
parking areas, loading and unloading, ingress, egress, direction of traffic,
landscape areas, walkways, and utility raceways.
2.00 LEASED PREMISES
Landlord leases to Tenant and Tenant leases from Landlord, on and subject
to the terms, provisions, covenants, conditions and limitations hereof, the
Premises (herein called the "Premises") being that portion of a building, as
generally shown crosshatched on the plat attached hereto and made a part hereof
as "EXHIBIT A," to be located in the Office Building designated in ARTICLE 1.05
(hereinafter called the "Office Building").
2.01 OFFICE BUILDING: Office Building and land located and designated with
its general address as 4505 South Wasatch Boulevard, Salt Lake City, Utah 84124.
3.00 MINIMUM RENTAL
Tenant does hereby covenant and agree with Landlord to pay Landlord upon
demand without deduction or set-off of any kind, the sum designated in ARTICLE
1.10, per month as
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Minimum Rental for said Premises, said Minimum Rental to be payable in advance,
the first installment being prepaid as set forth in ARTICLE 1.11, upon the first
day of each and every month during the term thereof, commencing upon the date on
which rental is determined to commence under the provision of ARTICLE 1.06. In
the event such rental shall be determined under the Provisions of ARTICLE 1.12
hereof to commence on a day other that the first day of the month, then the
monthly installment of the Minimum Rental for the next period from such
Commencement Date until the first day of the month next following shall be
prorated accordingly. All past due rentals, additional rentals and/or other sums
due to Landlord under the terms of this Lease if not received by Landlord within
seven (7) calendar days after such amount is due, then, without any requirement
for notice to Tenant, Tenant shall pay to Landlord a late penalty of 15% of the
monthly payment, and interest at a rate of (18%) per annum on the unpaid
balance.
3.01 ACCEPTANCE: Acceptance of any penalty payment or interest payment
shall not constitute a waiver of Tenant's default with respect to such
non-payment by Tenant nor prevent Landlord from exercising any other fights or
remedies available to Landlord.
4.00 INSURANCE
Should Tenant perform any construction within the Premises, Tenant agrees,
at Tenant's expense, to obtain and maintain public liability insurance and
Worker's Compensation insurance adequate to fully protect Landlord as well as
Tenant from and against any and all liability for death of or injury to person
and damage to property caused in or about, or by reason of, the construction of
Tenant's work.
5.00 RULES AND REGULATIONS
In the construction within Premises, Tenant shall conform to, and comply
with, all federal, state, county and local laws, ordinances, permits, rules and
regulations applicable thereto.
6.00 LIABILITY
Tenant shall indemnify and save Landlord and Tenant harmless from any and
all liability and claims arising out of or in connection with any injury to
person or damage to property, from any cause whatsoever occurring upon or about
the Premises, except those caused by Landlord's negligence or failure to perform
this Agreement, or the negligence of the persons injured or persons whose
property is damaged.
7.00 DELAY
Tenant hereby releases Landlord from any claim whatsoever for damages
against Landlord for only those delays that Landlord cannot reasonably control
in the date on which the Premises shall be ready for delivery to Tenant.
8.00 REQUIRED OPENING DATE
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Notwithstanding anything contained in this Lease to the contrary, Tenant is
required to take possession of the leased Premises on or before the date set
forth in ARTICLE 1.14; provided, however, that nothing herein shall obligate
Tenant to begin business operations in the Premises on said date but will be
responsible for rental payments to Landlord. In the event there are delays
caused solely by Landlord, the required opening date set forth in ARTICLE 1.14
and the rent commencement date set forth in ARTICLE 1.12 shall be amended to
reflect such delay. The term expiration date set forth in ARTICLE 1.07 will also
be amended to reflect such delay.
9.00 CONDITION OF PREMISES
Tenant's taking possession of the Premises shall be conclusive
evidence of Tenant's acceptance thereof in good order and satisfactory condition
subject to punch list items and latent defects to be corrected by Landlord at
the conclusion of tenant improvement construction. Tenant agrees that Landlord
has made no representations respecting the condition of the Premises.
10.00 ALTERATIONS
Tenant shall not make any structural or mechanical alterations in any
portion of the Premises, or any alterations without, in each instance, first
obtaining the written consent of the Landlord, which consent will not
unreasonably be withheld. All alterations, additions, improvements, and Tenant's
work provided for herein, shall become, upon completion, the property of
Landlord, subject to the terms of this Lease. Any work so performed hereunder by
Tenant shall be in conformity with those portions of this Lease applicable to
the initial construction of the Premises. Notwithstanding the foregoing, Tenant
shall be allowed after fulfilling all terms and conditions of this Lease to
remove any attached cabinetry or work stations which were installed at Tenant's
expense. Tenant shall be required to make repairs to the Premises due to such
removal.
11.00 REPAIRS AND MAINTENANCE
Landlord agrees, at its expense, to keep the roof, Common Areas, and
structural systems in good condition and repair, but Landlord shall not be
obligated to repair such damage caused by the same being or becoming out of
repair until it has had reasonable opportunity to have same repaired after being
notified in writing of the need of same Tenant. In no way shall Landlord incur
any expense in such repairs and maintenance where such repair and maintenance is
occasioned by Tenant' s negligence and Tenant shall reimburse Landlord for any
such expense. Landlord shall not be liable to Tenant for any damage to trade
fixtures or personal property of Tenant in the Premises caused by water leakage
from roof, water lines, sprinkler or heating and air conditioning equipment.
Landlord agrees to maintain all heating, ventilating and cooling systems and all
elevators within the Office Building and Tenant agrees to reimburse Landlord for
Tenant's pro rata share of said expenses on a pro rata basis in the same manner
as set forth in ARTICLE 22.01 herein. Tenant agrees, at Tenant's expense, to
keep all other parts of the Premises in good order and repair, clean, and in
sightly appearance, normal wear and tear excepted. If Tenant refuses or neglects
to make repairs and/or maintain the Premises, or any part thereof, in a manner
reasonably satisfactory to Landlord, Landlord shall have the right upon giving
Tenant reasonable written notice of its election to do so to make such repairs
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or perform such maintenance on behalf of for the account of Tenant. In such an
event, such work shall be paid for by Tenant as additional rental promptly upon
receipt of a bill therefore.
12.00 FIXTURES AND PERSONAL PROPERTY
Any trade fixtures, signs or other personal property of Tenant not
permanently affixed to the Premises shall remain the property of Tenant, and
Landlord agrees that Tenant shall have the right, at any time, and from time to
time, to remove any and all of its trade fixtures, signs and other personal
property which may be located or installed in the Premises. Tenant, at its
expense, shall immediately repair any damage occasioned to the leased Premises
by reason of the removal of any such trade fixtures, signs or other personal
property, and upon expiration or earlier termination of this Lease, shall leave
the Premises in neat and clean condition, free of debris, ordinary wear and
tear, and damage due to casualty excepted. Tenant shall pay before delinquency
all taxes, assessments, license fees and public charges levied, assessed or
imposed upon its business operation in the Premises as well as upon its trade
fixtures, leasehold improvements (including, but not limited to, those Tenant is
required to make in accordance with the provisions of ARTICLE 24.00 hereof), and
other personal property in, or about the Premises. If any such items of property
are assessed with property of Landlord, then such assessment shall be equitable
proportion of such assessment. No taxes, assessments, fees or charges referred
to in this paragraph shall be considered as taxes under the provisions of
ARTICLE 24.00 hereof.
13.00 LIENS
Tenant agrees to pay promptly for any work done by or for the account of
Tenant (or material furnished therefore) in or about the Premises, and Tenant
shall not permit or suffer any lien to attach to the Premises and shall within
ten (10) calendar days cause such lien, or any claim therefore to be bonded over
or released; provided, however, that if the Tenant contests any such claim,
Tenant agrees to indemnify Landlord and, if requested, to deposit with the
Landlord cash or surety bond in form and with a company satisfactory to Landlord
in an amount equal such contested claim. Tenant agrees to indemnify Landlord
and, if requested, to deposit with the Landlord cash or surety bonds in form and
with a company satisfactory to Landlord in an amount equal to one and one-half
the amount of such contest claim. Tenant agrees to indemnify Landlord for, and
hold Landlord harmless from and against, any and all loss, costs, damage,
liability or expense (including attorney's fees) arising out of or in connection
with any work done by or for the account of the Tenant for any such claim for
which Landlord is not responsible. Tenant shall keep the Office Building lien
free.
14.00 LIABILITY INSURANCE
Tenant shall, at Tenant's expense, obtain and keep in force during the term
of this Lease a policy of comprehensive public liability insurance insuring
Landlord, Landlord's Mortgagee and Tenant against any liability arising out of
Tenant's use, occupancy or maintenance of the Premises and all areas appurtenant
thereto, in an amount not less than ONE MILLION DOLLARS ($1,000,000) with
respect to injury or death to a single person, ONE MILLION DOLLARS ($1,000,000)
with respect to one accident, and FIVE HUNDRED THOUSAND DOLLARS with respect to
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property damage for any one accident. Said insurance shall not, however, limit
the liability of the Tenant hereunder. Landlord and Landlord's Mortgagee shall
be named as additional insureds under said policy, Tenant may carry said
insurance under a blanket policy, providing, however said insurance shall have a
Landlord's protective liability endorsement attached thereto. If Tenant shall
fail to procure and maintain said insurance, Landlord may, but shall not be
required to, procure and maintain the same at the expense of Tenant. Insurance
required hereunder shall be in companies rated "A" or better in "Bests Insurance
Guide." Prior to occupancy of the Premises, Tenant shall deliver to Landlord a
copy of policies of liability insurance required herein or certificates
evidencing the existence and amounts of such insurance with loss payable clauses
satisfactory to Landlord. No policy shall be cancelable or subject to reduction
of coverage except after twenty (20) calendar days prior written notice to
Landlord. Any additional insurance carried by Landlord shall not reduce the
insurance required under the provisions of this Lease to be carried by Tenant on
behalf of Landlord, nor cause Landlord to become co-insurers under the insurance
required to be carried by Tenant under this Lease on behalf of Landlord.
14.01 LATE GLASS: Tenant shall be responsible for the maintenance, repair
and replacement of the plate glass if damage is caused by Tenant, its clients,
or subcontractors in or on the Premises but shall have the option either to
insure the risk or to self insure.
15.00 INDEMNIFICATION
Excluding gross negligence or willful misconduct on the part of the
indemnitee, Tenant and Landlord (each an "Indemnitor") shall and will indemnify
and save harmless each other, and any other lessee, owner, independent
contractor and/or operator in the Office Building, their agents, officers and
employees, from and against any and all loss, cost and liability, claims,
demands, expenses, fees, fines, penalties, suits, proceedings, actions and
causes of action; arising out of or resulting from such Indemnitor's use,
occupancy, management or control of the Premises and/or such indemnitor's
operations or activities in the Office Building. This obligation to indemnify
shall include but not be limited to reasonable legal and investigation costs and
all other reasonable costs, expenses and liabilities from the first notice that
any claim or demand is to be made or may be made whether or not a claim is
actually made.
16.00 ACCESS TO PREMISES
Tenant agrees that Landlord, its agents, employees, lenders, or servants,
or any person authorized by Landlord, may enter the Premises during business
hours except in an emergency for the purpose of: (a) inspecting the condition of
the same; (b) making such repairs, additions improvements thereto, or to the
Office Building of which they are a part, as Landlord may elect or be required
to make; (c) exhibiting the same to prospective purchasers or prospective
lenders of the Office Building in which the Premises are contained; and (d)
placing notices, during the last sixty (60) calendar days of the term hereof
(including extensions, as applicable), in and upon said Premises at such places
as may be determined by Landlord. Tenant agrees that neither Tenant nor any
person within Tenant's control will interfere with such notices. Landlord shall
give reasonable notice and shall not disturb Tenant's conduct of business,
except in cases of emergency. Landlord shall be liable to Tenant for any damage
caused by any such entry.
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17.00 SURRENDER OF PREMISES
Tenant shall, upon expiration of the term hereof, or any earlier
termination of this Lease for any cause, effect the following.
17.01 BUILDING APPARATUS: Surrender to Landlord the Premises, including
without limitation, all building apparatus and Landlord's equipment then upon
the Premises, and all alterations, improvements and other additions thereto that
may have been made or installed by either party in, upon or about the Premises.
Tenant may remove its trade fixtures, signs and other personal property, but not
including light fixtures, floor and wall coverings, and permanent partitions,
which items shall remain in the Premises and become the property of the Landlord
without any payment therefor. The removal by Tenant of all such apparatus. trade
fixtures. signs, and personal property, shall be done under Landlord's
supervision and any damage occasioned by such removal shall be promptly repaired
by Tenant at Tenant's expense and to Landlord's specifications. Landlord will
review the conditions of the Premises with Tenant prior and after Tenant's
surrender of Premises and both will document any damage that occurred during
move out.
17.02 TENANT IN DEFAULT: If Tenant shall be then in default, Tenant shall
not have the right to remove any of said trade fixtures, signs and other
personal property and the same shall remain and become subject to Landlord's
lien rights under applicable law.
17.03 DAMAGE TO PREMISES: The Premises and all said property (other than
the trade fixtures, signs, and other personal property, which Tenant has a right
to remove) shall be surrendered to Landlord by Tenant without any damage
(reasonable wear and tear excepted), injury or disturbance thereto, or payment
therefor. Tenant at its expense shall immediately repair any damage to the
Premises caused by his vacating the same or by Tenants removal of such trade
fixtures, sign and other personal property, and shall leave the Premises in a
neat and clean condition, free of debris, ordinary wear and tear excepted.
17.04 FAILURE TO REMOVE FIXTURES: If Tenant fails to remove said trade
fixtures, signs and other personal property, which Tenant has a right to remove
pursuant hereto, at or prior to the termination of the term hereof, or earlier
termination of this Lease, Landlord may, at its election consider the same
abandoned and remove and dispose of the same as Landlord's property, or remove
and store the same for the account of Tenant and at Tenant's cost and expense
subject to Utah Code provisions for abandonment.
17.05 TENANT'S OBLIGATION AFTER EXPIRATION OF TERM: Tenant's Obligation to
observe and perform any of the provisions of this ARTICLE shall survive the
expiration of the term hereof or earlier termination of this Lease.
18.00 TENANT'S CONDUCT OF BUSINESS
Tenant covenants and agrees that it will only operate and conduct within
the Premises the business it is permitted to operate and conduct under the
provisions of this Lease. Tenant agrees to conduct its business at all times in
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a first-class manner consistent with reputable business standards and practices
and that it will keep the Premises in a neat, clean and orderly condition.
19.00 RULES AND REGULATIONS
Tenant covenants and agrees that Tenant will comply with the rules and
regulations as indicated in Exhibit "B" set by Landlord from time to time for
the operation of the Office Building. Landlord shall not be liable to Tenant for
the violation of any rules or regulations or the breach of any provisions in any
lease by any other Tenant of the Office Building.
20.00 TENANT'S PROPERTY
Except for Landlord's breach of this Agreement, negligence and/or
misconduct, Landlord, its agents or employees shall not be liable herein. and
Tenant waives all claims for any damage to persons or property sustained by
Tenant or any person claiming through Tenant located on the Premises, or for the
loss of or damage to any property of Tenant or of others by theft or otherwise,
whether caused by occupants of adjacent property. or public or quasi-public
work. All property of Tenant kept on the Premises shall be so kept or stored at
the risk of Tenant only and Tenant shall hold Landlord harmless from any claims
arising out of damage to the same or damage to Tenant's business, including
subrogation claims by Tenant's insurance carrier except for Landlord's breach of
this Agreement, negligence and/or misconduct.
21.00 HOLDING OVER
If Tenant remains in possession of the Premises after the expiration of
this Lease without a new lease reduced to writing and duly executed, even if
Tenant shall , d Landlord shall have accepted, rent in respect to such a holding
over, Tenant shall be deemed to be occupying the Premises only as a tenant from
month to month, subject to all covenants, conditions and agreements of this
Lease. In such an event, the rental set forth in ARTICLE 1.10(a) hereof shall be
doubled.
22.00 OPERATING EXPENSES
"Operating Expenses" shall consist of the direct Operating Expenses and
costs of operating the Office Building. The Operating Expenses shall be computed
on the accrual basis and shall consist of all expenditures by Landlord to keep
all facilities of the Office Building in operation in subsequent years as may be
determined by Landlord to be necessary. All such Operating Expenses shall be
determined in accordance with Generally Accepted Accounting Principles, which
shall be consistently applied. The term "Operating Expenses" as used herein
shall mean the direct expenses, costs and disbursements similar, but not limited
to, the following basic costs of operation of the Office Building:
1. Costs incurred for electricity. chilled water, water for heating,
natural gas, gas fuel, steam, water, telephone, or other similar
utilities required in connection with the operation and maintenance of
the Office Building.
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2. Costs for normal repairs to and normal physical maintenance of the
Office Building, including equipment used in connection therewith (If
because of guarantees, warranties or any other mechanical equipment
and appurtenances thereto and the cost of supplies, tools, materials
and reasons, all of such costs are not incurred in the Operating
Expense Base Year, for such costs shall be the first full calendar
year that all such costs are incurred).
3. Costs incurred in connection with the inspection, servicing and
maintenance contracts necessary for proper operation, janitorial and
window cleaning. security, rubbish removal, snow removal,
exterminating, landscaping, plants, water treatment, elevator, fire
protection, electrical, plumbing, heating, air conditioning, and
mechanical equipment and the cost of materials, tools, supplies, and
equipment used in connection therewith.
4. Water charges and sewer rents.
5. Salaries and such other compensation (including payroll taxes,
welfare, retirement, vacation, holiday, and other paid absences and
other fringe benefits) payable to all employees of Landlord up to and
including the Building Manager for performing services in connection
with the repair, maintenance and operation of the Office Building.
6. Licenses, permits and inspection fees.
7. Auditor's fees for public accounting normally required for the
operation and maintenance of the Office Building, but not included
expenses for determining rents and Operating Expenses.
8. Wages, salaries and such other compensation and benefits (including
payroll taxes, welfare, retirement, vacation, holiday, and other paid
absences and other fringe benefits) as well as any adjustments thereto
for employees, independent contractors or agents of Landlord
performing services rendered in connection with the normal operation,
repair and maintenance of the Office Building such as the following:
a. Elevator and handicap lift operations, including starters
and assistant starters:
b. Window cleaners, miscellaneous handymen, janitors, cleaning
personnel and porters engaged in cleaning, repairing, and
maintaining the Office Building, its equipment and fixtures;
c. Watchmen, caretakers and persons engaged in patrolling and
protecting;
d. Engineers, firemen, mechanics, electricians, plumbers and
persons engaged in the operation, repair and maintenance of
the heating, air conditioning, ventilating, plumbing,
electrical and elevator systems;
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e. Plumbers and electricians engaged in connection with the
operation, normal repairs and normal maintenance of the
Office Building.
9. Such other reasonable expenses and costs reasonably necessary to be
incurred for the purpose of operating and maintaining the Office
Building in a normal first-class manner and condition.
10. Any such reasonable expenses and reasonable costs resulting from a
substitution of work, labor, material or services in lieu of any of
the above itemizations, or for any such additional work, labor
services or the material resulting from compliance with any
governmental laws, rules, regulations of orders applicable to the
Office Building or any parts thereof which shall, at the time of any
such substitution and/or addition, be considered Operating Expenses in
accordance with Generally Accepted Accounting Principles: the
Operating Expenses shall be "net" and, for that purpose, shall be
deemed reduced by the amounts of any insurance reimbursement, other
reimbursement, recoupment, payment, discount, credit, reduction,
allowance, or the like received or receivable by Landlord in
connection with such operating costs.
11. Premiums and other charges incurred by Landlord with respect to the
following insurance, which Landlord may or may not be obligated to
carry on the Office Building.
a. Fire and extended coverage insurance, including earthquake,
windstorm, hail explosion;
b. Rioting attending a strike, civil commotion, aircraft,
vehicle and smoke insurance:
c. Public liability and property damage insurance; d. Elevator
insurance;
e. Worker's compensation insurance for the employees specified
in Sub-paragraph #5, above;
f. Boiler and machinery insurance, sprinkler leakage, water
damage, legal liability, burglary, fidelity and pilferage
insurance on equipment and materials;
g. Health, accident and group life insurance for employees
specified in Sub-paragraph #5 above;
h. Such other insurance as is reasonable, necessary or
advisable.
12. Sales, use and excise taxes on goods and services purchased by
Landlord to properly operate or maintain the Office Building and its
equipment.
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13. Costs incurred by Landlord for capital improvements made to the Office
Building after completion of its construction as a labor-saving device
or to effect other economies in the operation or maintenance of the
Office Building, but only to the extent of such savings, may be
amortized per generally accepted accounting principles, together with
interest on the unamortized balance at market rate.
14. Costs incurred by Landlord for management and maintenance of energy
and utility savings devices and equipment.
15. Property management fees will not exceed five percent of Tenant's
Annual Base Rent.
16. All ad valorem taxes, assessments and governmental charges whether
federal, state, county or municipal, and whether they be by taxing
districts or authorities presently taxing the Office Building, or by
others, subsequently created or otherwise, and other taxes and
assessments attributable to the Office Building and the land described
in this Lease Agreement or the Office Building's operation, excluding,
however, all federal, state and local taxes on income, or measured by
income.
17. Such reasonable legal fees, costs and disbursements as would normally
be incurred in connection with the operation of the Office Building.
22.01 PAYMENT OF OPERATING EXPENSES: Tenant shall pay, as additional rent
during the term of this Lease, Tenant's Pro Rata Share as set forth in ARTICLE
1.09 of direct expenses paid or incurred by Landlord. Tenant's Pro Rata Share of
said Excess Operating Expenses shall be paid in monthly installments of or
before the first day of each calendar month, in advance, in an amount estimated
by Landlord.
Said estimate amount shall be payable in equal monthly installments
together with the then amount due for monthly rent. Said Excess Operating
Expenses are part of the Minimum Rent as set forth in ARTICLE 1,10.
22.02 FINAL ASSESSMENT: Tenant shall be liable for Tenant's Pro Rata Share
of said Excess Operating Expenses for the year in which this Lease terminates,
up to the date of termination, even though the lease term has expired and Tenant
has vacated the Premises at the time that such Excess Operating Expenses are
finally computed. Within ten (10) calendar days after Tenant's receipt of a
statement of the final computation of the Excess Operating Expenses for the year
in which This Lease terminates, Tenant shall pay to Landlord or Landlord shall
pay to Tenant, as the case may require, a prorated amount for that portion of
time Tenant occupied its Premises during the last year of this Lease, as the
case may be, the amount by which the actual Excess Operating Expenses exceeded,
or the estimated payments made by Tenant on account of such increase in the
Excess Operating Expenses.
22.03 RENTAL: Notwithstanding anything to the contrary contained in this
ARTICLE, the Rent payable by Tenant shall in no event be reduced to an amount
which is less than the Minimum Rent specified in ARTICLE 1.10.
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22.04 STATEMENT: Within ninety (90) calendar days following the end of the
first calendar year thereafter, Landlord shall furnish to Tenant a statement,
certified as correct by a responsible officer, manager, or member of Landlord,
showing the total amount of Excess Operating Expenses and payments made for the
calendar year just expired, by Tenant during such calendar year under this
ARTICLE 22.00. Tenant has the right to audit the Excess Operating Expenses for
that given year. If Tenant's share of such Excess Operating Expenses for such
calendar year shall exceed Tenant's payment so made, Tenant shall pay to
Landlord the deficiency within ten (10) calendar days after receipt of said
statement. If Tenant's payments shall exceed Tenant's share of such Excess
Operating Expenses, as shown on such statement, Tenant shall be entitled to
credit the excess against payments next thereafter becoming due under this
ARTICLE 22.00 or to the following months rent except at the end of the term when
any such excess shall be refunded to Tenant.
23.00 SERVICES AND UTILITIES
Provided that Tenant is not in default hereunder and subject to the rules
and regulations of the Office Building, Landlord shall furnish to the Premises
heating and air conditioning required in Landlord' s reasonable judgment for the
comfortable use and occupation of Premises. janitorial services will be provided
five days per week, Monday through Friday (except holidays). Electricity to the
Premises for normal lighting and fractional horsepower office machines will be
furnished twenty-four hours per day seven days per week. Landlord shall also
maintain and keep lighted the common stairs, common entries and restrooms in the
building of which the Premises are pan except for damage occasioned by the act
of Tenant, which damage shall be repaired by Landlord at Tenant's expense.
Landlord shall not be liable for, and Tenant shall not be entitled to, any
reduction of rental by reason of Landlord's failure to furnish any of the
foregoing when such failure is caused by accident, breakage, repairs, strikes,
lockouts or other labor disturbances or labor disputes of any character, or by
any other cause, similar or dissimilar, beyond the reasonable control of
Landlord. Landlord shall be liable in case of negligence under any circumstances
for loss of or injury to property, however occurring, through or in connection
with or incidental to failure to furnish any of the foregoing. Wherever heat
generating machines or equipment are used in the Premises which affect the
temperature otherwise maintained by the air conditioning system, Landlord
reserves the right, but shall have no obligations, to install supplementary air
conditioning units in the Premises and the cost thereof, including the cost of
installation, and the cost of operation and maintenance thereof shall be paid by
Tenant to Landlord upon demand by Landlord.
23.01 EXCESS: Tenant will not, without written consent of Landlord, use any
apparatus or device in the Premises, which will in any way increase the amount
of electricity usually furnished or supplied for the use of the Premises as
general office space; nor connect with electric current except through existing
electrical outlets in the Premises, any apparatus or device, for the purpose of
using electric current. If Tenant shall require water or electric current in
excess of that usually furnished or supplied for the use of the Premises as
general office space, Tenant shall first procure the written consent of
Landlord, which consent shall not be unreasonably withheld. Landlord may cause a
water meter or electrical current meter to be installed in the Premises to
measure the amount of water and electric current consumed for any such use. The
purchase, installation, maintenance and repair cost of such meters shall be paid
by Tenant upon demand.
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Tenant shall pay to Landlord promptly upon demand therefore by Landlord for all
such water and electric current consumed as shown by said meters, at the rates
charged for such services by local public utility furnishing the same, plus any
additional expense incurred in keeping account if the water and electric current
so consumed. If a separate meter is not installed, such excess cost for such
water and electric current will be established by an estimate made by Landlord
as the cost of furnishing electricity or service for the operation of such
equipment or water service,
23.02 HEATING, VENTILATING AND AIR CONDITIONING: Heating, ventilating and
air conditioning, ("HVAC") to the Premises shall be provided five (5) days a
week, Monday through Friday, from 7:00 a.m. to 6:00 p.m. (Except for holidays)
and 8:00 a.m. to 12:00 (noon) on Saturday within the comfort zone during that
period of time. Tenant shall pay, upon demand, the cost of any HVAC provided at
times other than the normal business hours specified above. Should Landlord
consent to provide HVAC at times other than those specified above, such costs
shall be based upon the actual operating costs of the HVAC supplied during such
non-business hours, including, but not limited to, the cost of personnel
required to operate and maintain the HVAC during such non-business hours.
24.00 PROPERTY TAXES
Tenant shall pay, or cause to be paid, before delinquency, any and all
taxes levied or assessed and which become payable during the term hereof upon
all Tenant's equipment, furniture, fixtures and personal property located in the
Premise; except that which has been paid for by Landlord, and is the standard of
the Office Building. In the event any or all of the Tenant's equipment,
furniture, fixtures and personal property shall be assessed and taxed with the
Office Building, Tenant shall pay to Landlord its share of such taxes within ten
(10) calendar days after delivery to Tenant by Landlord of a statement in
writing setting forth the amount of such taxes applicable to Tenant's property.
Tenant's failure to pay said taxes within the herein referenced time period
shall give to Landlord remedies available to it under ARTICLE 26.00 hereof.
25.00 SALE OF PREMISES BY LANDLORD
In the event of any sale or exchange of the Office Building of which the
Premises are pan by Landlord and assignment by Landlord of this Lease, other
than by foreclosure, and the assumption by a financially responsible party of
Landlord's obligation under this Lease, Landlord shall be and is hereby entirely
freed and relieved of all liability under any and all of its covenants and
obligations contained in or derived from this Lease arising out of any act,
occurring after the consummation of such sale or exchange and assignment. In the
event of a sale or exchange of the Office Building, this Lease shall be assumed
by the party purchasing the Office Building.
26.00 DEFAULTS BY TENANT
The occurrence of any of the following shall constitute a material default
and breach of this Lease by Tenant;
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a) Tenant shall fail to pay any installment of rent, or any other
payment required to be made by Tenant hereunder within ten (10)
calendar days of the date such payment, pursuant to the terms of
this Lease, and/or
b) The abandonment or vacation of the Premises by Tenant; and/or
c) A failure by Tenant to observe and perform any other provision of
this Lease to be observed or performed by Tenant, or the
occurrence of a prohibited event, where such failure or
occurrence continues for thirty (30) calendar days after written
notice thereof by Landlord to Tenant; provided, however, that if
the nature of such default is such that the same cannot
reasonably be cured within such thirty (30) calendar day period,
Tenant shall not be deemed to be in default if Tenant shall
within such period commence such cure and thereafter diligently
prosecute the same to completion; and/or
d) The making by Tenant of any general assignment for the benefit of
creditors: the filing by or against Tenant of petition to have
Tenant adjudged a bankrupt of a petition for reorganization or
arrangement under any law relating to bankruptcy (unless, in the
case of a petition filed against Tenant, the same is dismissed
within sixty (60) calendar days); the appointment of a trustee or
receiver to take possession of substantially all of Tenant's
assets located at the Premises or of Tenant's interest in this
Lease, where possession is not restored to Tenant within thirty
(30) calendar days; or the attachment, execution or other
judicial seizure of substantia!!y all of Tenant's assets located
at the Premises or of Tenant's interest in this Lease, where such
seizure is not discharged within thirty (30) calendar days;
and/or
e) If within any period of twelve (12) consecutive months of the
term hereof, Tenant shall have been in default in the payment of
rent hereunder three times or more, a default under this
subparagraph 2600(e) shall be deemed a non-curable default.
26.01 REMEDIES IN THE EVENT OF DEFAULT:
a) In the event of any default under this Lease as hereinabove set
forth or otherwise, Landlord may at any time thereafter, and
without limiting Landlord in the exercise of any other legal
remedy under law or in equity or otherwise which Landlord may
have by reason of the default, serve written notice on Tenant
requiring Tenant to alternatively within three (3) calendar days
after service of such notice (a) pay the rent or amount due or
perform as required by the provision of this Lease which Tenant
has failed to observe, or (b) surrender the Premises to Landlord.
all in accordance with Title 78, Chapter 36 of the Utah Code. In
the event Landlord may recover from Tenant:
(i) The worth at the time of award of any unpaid rent which
had been earned at the time of such termination; plus
(ii) The worth at the time of award of the amount by which
the unpaid rent which would have been earned after
termination until the time of award exceeds the amount
of rental loss that could have been reasonably avoided;
plus
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(iii)The worth at the time of award of the amount by which
the unpaid rent for the balance of the term after the
time of award exceeds the amount of such rental loss
that could be reasonably avoided; plus
(iv) At Landlord's election. such other amounts in addition
to or in lieu of the foregoing as may be permitted from
time to time by applicable law including treble damages
as permitted by Title 78, Chapter 36; less
(v) Any amounts by which Landlord is benefited by reason of
not having to incur Operating Expenses associated with
Tenant's occupancy. The term "rent" as used herein
shall be deemed to be and to mean the Base Rent and all
other sums. including but not limited to Additional
Rent, required to be paid by Tenant pursuant to the
above terms of this Lease. As used in paragraphs (1)
and (ii) above, the worth at time of award is computed
by allowing interest at the rate of the Federal Reserve
Bank of San Francisco at the time of award plus one
percent (1%).
b) Except as may be required otherwise under state statutory or
common law, Landlord can continue this Lease in full force and
effect. regardless of whether or not Tenant is in default or has
abandoned the Premises, and this Lease will continue in effect as
long as Landlord does not terminate Tenant's right to possession
and Landlord shall have the right to collect rent when due with
allowance for reduced Operating Expenses. In addition:
(i) During the period Tenant is in default and shall have
vacated the Premises, Landlord. at its election, may
enter the Premises and re!et them or any part of them
upon such terms as Landlord in its sole discretion
shall deem appropriate. Any rentals received by
Landlord from such reletting shall be applied: first,
to the payment of any indebtedness other than rent due
hereunder from Tenant to Landlord; second, to the
payment of any cost of such reletting, including, but
not limited to leasing commissions and reasonable
attorney's fees incident to such default, re-entry and
reletting; third, to the payment of the cost of any
alterations and repairs to the Premises caused by
Tenant's damage to the Premises, normal wear and
excepted; and fourth, to the payment of rent due and
unpaid hereunder. Tenant shall pay any deficiency in
such amounts, as determined by Landlord, to Landlord
within ten (10) calendar days of receipt of a statement
setting forth the amount of such deficiency.
(ii) Neither Landlord's acts of maintenance or preservation
or efforts to relet the Premises, nor the appointment
of a receiver upon the initiative of the Landlord to
protect Landlord's interest under this Lease, nor
re-entry or taking possession of the Premises by
Landlord pursuant to this ARTICLE 26.00, shall be
construed as an election to terminate this Lease or
constitute a termination of Tenant's rights to
possession, nor shall it cause a forfeiture of rents
and other amounts remaining to be paid during the
balance of the term of this Lease unless Landlord
notifies Tenant in writing that Landlord elects to
terminate this Lease, or unless termination is decreed
by a court of competent jurisdiction.
(iii)Notwithstanding any reletting without termination by
Landlord because of any default by Tenant, Landlord may
at any time after reletting elect to terminate this
Lease for any such default.
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c) In the event of any such default and abandonment by Tenant,
Landlord shall also have the fight to reenter the Premises and
remove all persons and property from said Premises; such property
may be removed and stored in a ware house or elsewhere at the
cost of and for the account of Tenant.
27.00 DESTRUCTION BY FIRE OR CASUALTY
Subject to provision for termination immediately below, if the Premises are
destroyed or partially destroyed by fire, or other perils covered or not covered
by extended coverage insurance, then, on the day after damage occurs, rent shall
abate and the lease term shall be extended until such time as the Premises are
rendered reasonably habitable for normal business use. The opinion of an MAI
appraiser mutually acceptable to both parties shall be binding upon the parties
in effecting the determination as to whether the Premises can be used by Tenant
to conduct business at the same scale as before the damage occurred, the term
shall abate. If the whole of the Premises or any major portion thereof, as would
affect the Tenant's occupation and use of the Premises, shall be rendered
untenantable for any other reason other than the fault of the Tenant, this Lease
shall terminate at the election of the Landlord or the Tenant upon written
notice to Landlord given within sixty (60) calendar days of the occurrence
advising of the termination and the grounds therefore. If Landlord repairs the
Premises to a habitable condition, then rental and term shall recommence on the
first day of the calendar month following the date the Premises are placed in a
habitable condition. Landlord shall have the option not to terminate this Lease
in the event such destruction resulted from the negligent or intentional acts or
omissions of Tenant or any of Tenant's agents, employees or invitees, and in
such event, Tenant shall continue to be responsible for all rent and other
obligations under this Lease.
27.01 ABATEMENT OF RENTS; TENANTS LIABILITIES: If the Premises or the
Office Building is damaged, but the Premises and Office Building are still
habitable for normal business use, and Landlord or Tenant repairs or restores
them pursuant to the provisions of this ARTICLE 27.00 the rent payable hereunder
for the period during such damage, repair or restoration continues shall be
abated in proportion to the reduced amount of usable square footage of Tenant's
Premises. Notwithstanding anything to the contrary contained herein Tenant shall
not be entitled to an abatement of rent if the Premises or the Office Building
was damaged due to the negligent or intentional act or omission of Tenant or any
of Tenant's agents or employees or invitees,
27.02 REPAIR OF TENANT'S PROPERTY: Except as provided in ARTICLE 27.00,
Landlord shall not be required to make any repairs or replacements of any other
kind, or to make any repairs or replacements of any panels, decoration, office
fixtures, railings, floor coverings, partitions, or any other property installed
in the Premises by Tenant. Tenant shall obtain its own fire and casualty
insurance to protect against loss in the event of damage to such elements by
17
fire or other perils covered by extended coverage insurance. Tenant shall be
obligated to obtain a waiver of subrogation in such policies and hereby releases
and indemnifies Landlord from any claims as a result of such casualty.
27.03 EXCLUSIVE REMEDY: The Tenant shall not be entitled to any
compensation or damages from Landlord for loss of the use of the whole or any
part of the Premises or of Tenant's personal property, or for any inconvenience
or annoyance occasioned by such damage, repair, reconstruction, or restoration,
except the abatement of rent specified in this ARTICLE 27.00 unless caused by
Landlord's negligence or misconduct.
28.00 EMINENT DOMAIN
In the event the entire Premises shall be appropriated or taken under the
power of eminent domain by any public or quasi-public authority, this Lease
shall terminate and expire as of the date of such taking, and both Landlord and
Tenant shall thereupon be released from any liability to the other thereafter
accruing hereunder. In the event more than twenty-five percent (25%) of the
square footage of floor area (including mezzanine, if any) of the Premises is
taken under the power of eminent domain by any public or quasi-public authority,
or if by reason of any appropriation or taking, regardless of the amount so
taken, the remainder of the Premises is not usable for the purposes for which
the Premises were leased, then either Landlord or Tenant shall have the right to
terminate this Lease as of the date Tenant is required to vacate a portion of
the Premises so taken upon giving notice to the other in writing of such
election within sixty (60) calendar days after the date of such taking. In the
event of such termination, both Landlord and Tenant shall thereupon be released
from any liability to the other thereafter accruing hereunder.
28.01 COMPENSATION: Whether or not this Lease is terminated, Landlord shall
be entitled to the entire award or compensation in such proceedings, but nothing
herein shall be deemed to affect Tenant's right to bring a separate action to
recover damages for the loss of its leasehold improvements, fixtures and
personal property. If this Lease is terminated as hereinabove provided, and
provided that Tenant is not in default of any of the covenants, conditions or
provisions of this Lease all items of rent, additional rent and other charges
for the last month of Tenant's occupancy shall be prorated, and Landlord agrees
to refund to Tenant any rent, additional or other charges paid in advance.
28.02 NONTERMINATION: If both Landlord and Tenant elect not to so terminate
this Lease, Tenant shall remain in that portion of the Premises which shall not
have been appropriated or taken as herein provided, and Landlord agrees, at
Landlord's cost and expense, to, as soon as reasonably possible, restore the
remaining potion of the Premises to a complete unit of like quality and
character as existed prior to such appropriation or taking; and thereafter the
Minimum Rental provided for in ARTICLE 1.10 hereof shall be adjusted on an
equitable basis, taking into account the relative value of the potion taken as
compared to the potion remaining. For the purpose of ARTICLE 28.00, a voluntary
sale or conveyance in lieu of condemnation, but under threat of condemnation,
shall be deemed an appropriation or taking under the power or eminent domain.
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29.00 SUBORDINATION AND ATTORNMENT
This Lease is subject and subordinate to all mortgages and deeds of trust
which now affect the Office Building or any part of the Office Building and to
all renewals, modifications, consolidation, replacements and extensions thereof.
This Lease may, at the option of Landlord, be subordinate to mortgages, deeds of
trust or other lien which may hereafter affect the Office Building or any part
thereof and Tenant will execute and deliver upon the demand of Landlord from
time to time any and all instruments desired by Landlord, subordinating, in the
manner requested by Landlord, this Lease to such lease, mortgage, deed or trust
or lien, provided such mortgage, deed or trust or lien provides that in the
event of the termination of foreclosure of such mortgage, deed of trust or lien,
any successor to any interest of Landlord in the Office Building will not
disturb Tenant's possession of the Premises if Tenant attorns to such successor
as Landlord and otherwise performs its obligations under this Lease. Tenant
agrees that Tenant shall attorn to any purchaser upon foreclosure or sale
pursuant to any lien. In the event of foreclosure of such mortgage, deed of
trust or other lien, any successor to any interest of Landlord in the Office
Building shall have no liability to repay to Tenant any security deposit paid to
any prior Landlord. Landlord may from time to time grant or declare such
restrictions or covenants as may be reasonably required by Landlord or adopt and
record such parcel maps, subdivision maps or condominium plans as may be
reasonably required by Landlord relating to all or any portion of the Office
Building and the provisions of all such documents shall be senior to this Lease
and Tenant shall sign any of such documents upon request of Landlord provided
such documents do not reasonably interfere with the use of the Premises by
Tenant as permitted by this Lease.
30.00 ASSIGNMENT, SUBLETTING AND OWNERSHIP
Except as provided herein, Tenant shall not voluntarily, or by operation of
law, transfer, assign, sublet, or otherwise transfer or encumber all or any part
of Lessee's interest in this Lease or in the Premises. Any attempt at transfer,
assignment or subletting, without the Landlord's written consent (when such
consent is required) shall be void and confer no rights upon any third person.
Notwithstanding the foregoing, Tenant may assign or sublet this Lease upon first
procuring the written consent of Landlord, which consent shall not be
unreasonably withheld by Landlord. (i) Said assignee shall assume in full, the
obligations of Tenant under this Lease and (ii) Landlord shall be given written
notice of such assignment and assumption. Any such assignment shall not, in any
way, affect or limit the liability of Tenant under the terms of this Lease.
Without limiting the generality of the foregoing, Landlord's refusal to give
consent to an assignment or sublease shall not be deemed unreasonably withheld
if:
(i) The proposed use of the Premises shall be different
from that permitted under ARTICLE 1.08 of this Lease;
or
(ii) The character, reputation or financial responsibility
of the proposed assignee or sublessee are not
reasonably satisfactory in Landlord's judgment; or, in
any event, not at least equal to those possessed by
Tenant (or represented to be possessed by Tenant) as of
the date of execution of this Lease; or
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(iii)The proposed assignee fails to agree in writing to
assume and be bound by all of the obligations of Tenant
under this Lease.
No consent to assignment given by Landlord pursuant to the foregoing shall
be deemed to release Tenant from any liability under this Lease, nor, after any
consent to assignment, shall Landlord's failure to give Tenant notice of default
under any of the terms or conditions of this Lease release Tenant from any
liability hereunder. Without limiting any of the Landlord's rights hereunder,
Landlord shall have the fight, in the event of an assignment of this Lease, to
declare this Lease null and void and of no further force and effect thereby
permitting Landlord to negotiate with the prospective assignee for a lease on
terms and conditions acceptable to Landlord.
Notwithstanding anything contained herein to the contrary, Tenant may,
without the necessity of the consent of Landlord, at any time assign or
otherwise transfer this Lease or sublease the Premises or any portion thereof to
(i) any parent, subsidiary or affiliate corporation or entity, (ii) any
corporation resulting from the consolidation or merger of Tenant into or with
any other entity, or (iii) any person, firm, entity or corporation acquiring a
majority of Tenant's issued and outstanding capital stock or all or
substantially all of Tenant's assets; provided no such assignment, sublease or
transfer shall release Tenant from any of Tenant's obligations under this Lease.
As used herein, the expression "affiliate corporation or entity" means a person
or business entity, corporate or otherwise, that directly or indirectly, through
one or more intermediaries, controls or is controlled by or is under common
control with Tenant. The word "control" means the right and power, direct or
indirect, to direct or cause the direction of the management and policies of a
person or business entity, corporation or otherwise.
30.01 ATTORNEY'S FEES: Tenant agrees to reimburse Landlord for Landlord's
attorney's fees in an amount not less than $500.00 incurred in conjunction with
the processing and documentation of any such requested transfer, assignment,
subletting. change of ownership or hypothecation of this Lease or Tenant's
interest in and to the Premises for which Landlord's consent is required. The
consent by Landlord to any transfer, assignment. subletting, change of ownership
or hypothecation shall not constitute a waiver of the necessity for such consent
to any subsequent attempted transfer, assignment, subletting, license or
concession agreement, change of ownership or hypothecation.
30.02 LANDLORD'S CONSENT: Each such transfer, assignment, subletting,
license or concession agreement and hypothecation to which there has been
consent shall be by instrument in writing, in form satisfactory to Landlord, and
shall be executed by the translator, assignor, sublessor, licenser,
concessionaire, hypothecator or mortgagor and the transferee assignee,
sublessee, licensee, concessionaire, or mortgagee shall agree in writing for the
benefit of the Landlord to assume to be bound by, and to perform the terms,
covenants and conditions done, kept and performed by Tenant. One executed copy
of such written instrument shall be delivered to Landlord. Failure to first
obtain in writing Landlord's consent with the provisions of this ARTICLE shall
operate to prevent any such transfer, assignment, subletting, license,
concession agreement or hypothecation from becoming effective.
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30.03 INVOLUNTARY ASSIGNMENT: No interest of Tenant in this Lease shall be
assignable by operation of law, legal process, receivership, bankruptcy or
otherwise ("involuntary assignment"). An involuntary assignment shall include
but not be limited to the following:
(i) If Tenant is or becomes bankrupt or insolvent, makes
and assignment for the benefit of creditors, or
institutes a proceeding under the Bankruptcy Act in
which Tenant is the bankrupt; or, if Tenant is a
partnership or consists of more than one person or
entity, if any partner of the partnership or other
person or entity is or becomes bankrupt or insolvent,
or makes an assignment for the benefit of creditors;
and/or
(ii) If a writ of attachment or execution is levied against
Tenant's interest in on this Lease; or
(iii)If, in any proceeding or action to which Tenant is a
party, a receiver is appointed with authority to the
possession of the Premises.
Any involuntary assignment shall constitute a default by Tenant, and
Landlord shall have the right to elect to terminate this Lease, in which case
this Lease shall not be treated as an asset of Tenant. If a writ of attachment
or execution is levied against Tenant's interest in on this Lease or a receiver
is appointed for Tenant's business, Tenant shall have thirty (30) calendar days
in which to cause the attachment or execution or receiver to be removed. If any
involuntary proceeding bankruptcy is brought against Tenant, Tenant shall have
sixty (60) calendar days in which to have the involuntary proceedings dismissed.
31.00 LAWS AND ORDINANCES
Tenant agrees to comply with all laws, ordinances, orders and regulations
affecting the use and occupancy of the Premises and the cleanliness, safety, or
operation thereof Tenant agrees to comply with the regulations and requirements
of any insurance underwriter, inspection bureau or similar agency with respect
to that portion of the Premises installed or used by recommendations and
requirements with respect to that portion of the Premises installed by Landlord.
31.01 USE OF LEASED PREMISES: Tenant agrees not to: (i) permit any immoral
practice to be carried on or committed on the Premises; (ii) make use of or
allow the Premises to be used for any purposes other than that permitted under
ARTICLE 1.08; (iii) keep or use or permit to be kept or used on the Premises any
inflammable fluids or explosives without the prior written permission of
Landlord; (iv) use the Premises for any purpose whatsoever which might create a
nuisance or injure the reputation of the Premises or of the Office Building; (v)
deface or injure the Office Building or the Premises; (vi) overload the floors;
(vii) commit or suffer any waste; or (viii) install any electrical equipment
that overloads lines.
31.02 ELECTRICAL REQUIREMENTS: In connection with the installation of any
electrical equipment, Tenant shall, at Tenant's own expense, make from time to
time whatever changes are necessary to comply with the requirements of the
insurance inspectors, underwriters and governmental authorities.
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32.00 WAIVER OF CLAIMS & SUBROGATION
Tenant does hereby covenant and agree with Landlord that it will waive and
does hereby waive the application to Landlord of any subrogation clause arising
out of any contract of property insurance into which the Tenant has entered or
may enter with any insurer, and hereby releases Landlord from any subrogation
claim any insurer might have, or claim against Landlord arising out of any
contract of property insurance. Landlord on its part covenants and agrees with
Tenant that it will waive and does hereby waive the application to Tenant of any
subrogation clause arising out of any contract of insurance into which the
Landlord has entered or may enter with any insurer, and hereby releases said
Tenant from any subrogation claim that any insurer might have or claim against
Tenant arising out of any contract of insurance between the Landlord and such
insurer.
Notwithstanding anything apparently to the contrary in this Lease, Landlord
and Tenant hereby release one another and their respective partners, officers
and employees and property manager from any and all liability (to the other or
anyone claiming through or under them by way of subrogation or otherwise) for
any loss or damage covered by property insurance or coverable by a customary
policy of insurance required by this Lease to be carried by that party.
33.00 NOTICES
Notices and demands required or permitted to be given hereunder shall be
given by certified mail addressed, if to Landlord, at the address at which the
last rental payment was made or required to be made, and if to Tenant, addressed
to Tenant at the Premises, or such other address as was last specified
respectively by written notice by Landlord or Tenant. All notices from Tenant to
Landlord hereunder shall also require Tenant to send a copy of such notice to
Landlord's Mortgagee(s). Landlord will be responsible to keep Tenant apprised of
the name and address of Landlord's mortgagee(s) and any changes to such name or
address.
34.00 REMEDIES
All rights and remedies of both Tenant and Landlord herEin create or
otherwise extending at law are cumulative, and the exercise of one or more
fights or remedies shall not be taken to exclude or waive the right to the
exercise of any other. All such rights and remedies may be exercised and
enforced concurrently and whenever and as often as deemed desirable.
35.00 SUCCESSORS AND ASSIGNS
All covenants, promises, conditions, representations and agreements herein
contained shall be binding upon, apply and inure to the parties hereto and their
respective heirs, executors, administrators, successors and assignees; it being
understood and agreed, however, that the provisions of ARTICLE 31.00 hereof, are
in nowise impaired by this ARTICLE 35.00.
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36.00 REPRESENTATIONS
It is understood and agreed by Tenant that Landlord and Landlord's agents
have made no representations or promises with respect to the Premises or the
Office Building or the making or entry into this Lease, except as in this Lease
expressly set forth, and that no claim or liability, or cause for termination,
shall be asserted by Tenant against Landlord for, and Landlord shall not be
liable by reason of, the breach of any representations or promises not expressly
stated in this Lease.
37.00 WAIVER
The failure of either Landlord or Tenant to insist upon strict performance
by either party of any of the covenants, conditions, and agreements of this
Lease shall not be deemed a waiver of any of either party's rights or remedies
and shall not be deemed a waiver of any subsequent breach or default by either
party in any of the covenants, conditions and agreements of this Lease, No
surrender of the Premises shall be effected by Landlord's acceptance of rental
or by any other means whatsoever unless the same be evidenced by Landlord's
written acceptance of such as a surrender.
38.00 INTERPRETATION
The parties hereto agree that it is their intention hereby to create only
the relationship of Landlord and Tenant, and no provision hereof, or act of
either party hereunder, shall ever be construed as creating and relationship of
principal and agent, or a partnership, or a joint venture or enterprise between
the parties hereto.
39.00 QUIET ENJOYMENT
Tenant shall and may peaceably and quietly have, hold and enjoy the
Premises and improvements thereon during the term.
40.00 WAIVER OF REDEMPTION
Tenant hereby expressly waives any and all rights of redemption granted by
or under any present or future laws in the event of Tenant being evicted or
dispossessed for any cause, or in event of Landlord obtaining possession of the
Premises by reason of the violation by Tenant of any of the covenants and
conditions of this Lease or otherwise. The rights given to Landlord herein are
in addition to any rights that may be given to Landlord by any statute or
otherwise.
41.00 LEASE STATUS
Within Ten (10) calendar days of receipt of written request of Landlord,
Tenant will execute, acknowledge and deliver to Landlord an instrument prepared
by Landlord, stating, if the same be true, that this Lease is a true and exact
copy of the Lease between the parties hereto, that there are no amendments
hereof (or stating what amendments there may be), that the same is then in full
force and effect. Tenant's failure to execute such statement within the time
period set forth herein shall be deemed that this Lease is in full force and
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effect and that there are no offsets, defenses or counter claims with respect to
Landlord. Tenant hereby acknowledges that said certificate may be relied upon by
any existing or prospective lender or purchaser.
42.00 RECORDING
Tenant shall not record this Lease for any purpose whatsoever.
43.00 FORCE MAJEURE
In the event that the Landlord shall be delayed or hindered in or prevented
from the performance of any act required hereunder by reason of strikes,
lockouts, labor troubles, inability to procure materials, failure of power,
restrictive governmental laws or regulations, dots, insurrection, war or other
reason of a like nature not the fault of the party delayed in performing work of
doing acts required under the terms of this Lease, then performance of such act
shall be excused for the period of delay and the period for the performance of
any such act shall be extended for a period equivalent to the period of such
delay. Term Commencement date (ARTICLE 1.06) and Rent Commencement date (ARTICLE
1.12) shall be postponed and adjusted for such delay and Term Expiration date
(ARTICLE 1.07) will also be adjusted. The provisions of this ARTICLE shall not
operate to excuse Tenant from the prompt payment of rent, additional rent or any
other payments required by the terms of this Lease.
44.00 PARKING
Landlord shall provide Tenant with parking spaces as designated in ARTICLE
1.15. Said parking spaces shall be located within the Office Building
Development and shall be subject to Landlord's designation.
45.00 CAPTIONS
Captions throughout this instrument are for convenience and reference only
and the words contained therein shall in no way be held to explain, modify,
amplify or aid in the interpretation, construction or meaning of the provisions
of this Lease.
46.00 PARTIAL INVALIDITY
If any term or provision of this Lease or application thereof be invalid or
unenforceable, the remainder of this Lease or the application of such term or
provision to the persons or circumstances other than those as to which it is
held invalid or unenforceable shall not be affected thereby, and each term and
provision of this Lease shall be valid and enforced to the fullest extent
permitted by law.
47.00 GOVERNING LAW
This Lease shall be governed by the laws of the State of Utah.
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48.00 ENTIRE AGREEMENT
This Lease contains all the agreements of the parties hereto with respect
to any mater covered or mentioned in this Lease, and no prior agreements or
understanding pertaining to any such matters shall be effective for any purpose.
No provision of this Lease may be amended or added to except by an agreement in
writing signed by the parties hereto or their respective successors in interest.
This Lease shall not be effective or binding on any party until fully executed
by both parties hereto.
49.00 NO OPTION
The submission of this Lease for examination does not constitute a
reservation of or option for the Premises and this Lease becomes effective as a
lease only upon execution and delivery thereof by Landlord and Tenant.
50.00 AGENCY DISCLOSURE
Commerce Properties, Inc. represents Landlord and Tenant is representing
itself. All commissions relating to this Lease transaction will be paid by
Landlord.
51.00 SECURITY DEPOSIT
Upon execution of this Lease, Tenant shall deposit with Landlord the
security deposit set forth in ARTICLE 1.13 as security for Tenant's faithful
performance of Tenant's obligations hereunder. If Tenant fails to pay rent or
other charges due hereunder, or otherwise defaults with respect to any provision
of this Lease, Landlord may use, apply or retain all or any portion of said
deposit for the payment of any rent or other charge in default for the payment
of any other to which Landlord may become obligated by reason of Tenant's
default, or to compensate Landlord for any loss of damage which Landlord may
suffer thereby. if Landlord so uses or applies all or any portion of said
deposit, Tenant shall, within ten (10) calendar days after written demand
therefore, deposit cash with Landlord in an amount sufficient to restore said
deposit to the full amount. Landlord shall not be required to keep said security
deposit separate from its general accounts. if Tenant performs all of Tenant's
obligations hereunder, said deposit shall be returned without payment of
interest to Tenant at the expiration of the term and after Tenant has vacated
the Leased Premises.
52.00 INCORPORATION BY REFERENCE
All Exhibits, Riders, and other attachments hereto are by this reference
incorporated in and made part of this Lease as if said forth in full herein.
IN WITNESS WHEREOF the parties hereto have executed this Lease agreement on
the day and year first above mention, the corporate party or parties by its or
their proper officers duly authorized hereunto.
MEDIZONE INTERNATIONAL INC. EAGLE OVERLOOK. L.C.
By:_____________________________ By:____________________________
Its:____________________________ Its:___________________________
ATTEST: ATTEST:
By:_____________________________ By:____________________________
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EXHIBIT "A"
Floor Plan
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EXHIBIT "B"
BUILDING RULES AND REGULATIONS
The following Building Rules are additional provisions of this Lease
Agreement between Landlord and Tenant. The terms used herein have the same
meanings as these terms are given in this Lease.
1. Use of Common Areas. Tenant will not obstruct the sidewalks, halls, passages,
exits, entrances, elevators or stairways of the Office Building ("Common
areas"), and Tenant will not use the Common Areas for any purpose other than
ingress and egress to and from the Premises. The Common Areas, except for the
sidewalks, are not open to the general public and Landlord reserves the fight to
control and prevent access to the Common Areas of any person whose presence, in
Landlord's opinion, would be prejudicial to the safety, reputation and interests
of the Office Building and its tenants.
2. Signage. No sign, placard, picture, name, advertisement or notice visible
from the exterior of the Premises will be inscribed, painted, affixed or
otherwise displayed by Tenant on or in any part of the Office Building without
the prior written consent of Landlord. Landlord reserves the right to adopt and
furnish Tenant with general guidelines relating to signs in or on the Office
Building. All approved signage will be inscribed, painted or affixed at Tenant's
expense by a person approved by Landlord, which approval will not be
unreasonably withheld,
3. Prohibited Uses. The Premises will not be used for manufacturing, for the
storage of merchandise held for sale to the general public, for lodging or for
the sale of goods to the general public. Tenant will not permit any food
preparation on the Premises or permit any person to enter the Office Building
for such purpose other than the Landlord's janitorial service, except with
Landlord's prior written consent. Tenant will not necessitate, and will be
liable for the cost of, any undue amount of janitorial labor by reason of
Tenant's carelessness in or indifference to the preservation of good order and
cleanliness in the Premises. Janitorial service shall mean ordinary dusting and
cleaning, normal vacuuming, window washing and normal emptying of waste
receptacles, replacement of standard Ceiling lights, but shall exclude washing
dishes, moving furniture, plant maintenance, cleaning of mirrors, replacement of
other light bulbs and other special services. Tenant shall not have access to
Landlord's janitorial equipment and supplies.
4. Keys and Locks. Tenant will not duplicate any Keys, alter any locks or
install any new or additional lock or bolt on any door of its Premises or on any
other part of the Office Building without the prior written consent of the
Landlord and, in any event, Tenant will provide Landlord with a key for any such
lock. On the termination of this Lease, Tenant will deliver to Landlord all keys
to any locks or doors in the Office Building which have been obtained b Tenant,
5. Freight. Landlord reserves the right to prescribe the weight, size and
position of all equipment, materials, furniture or other properly brought into
the Office Building, and no property will be received in the Office Building or
carried up or down the freight elevator or stairs except during such hours and
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along such routes and by such persons as may be designated by Landlord. Landlord
reserves the right to require that heavy objects will stand on wood strips of
such length and thickness as is necessary to properly distribute the weight.
6. Nuisances and Dangerous Substances. Tenant will not conduct itself or permit
its agents, employees, or contractors to conduct themselves, in the Premises or
anywhere on or in the Development in a manner which is offensive or unduly
annoying to any other Tenant or Landlord's property managers. Tenant will not
install or operate any phonograph, radio receiver, musical instrument, or
television or other similar device in any part of the Common areas. Tenant will
not use or keep in the Premises any kerosene, gasoline or other combustible
fluid or material other than limited quantities thereof reasonable necessary for
the maintenance of office equipment, or, without Landlord's prior written
approval, use any method of heating or air conditioning other than that supplied
by Landlord. Tenant will not use or keep any foul or noxious gas or substance in
the Premises or permit or suffer the Premises to the occupied or used in a
manner offensive or objectionable to Landlord or other occupants of the Office
Building by reason of noise, odors or vibrations, or interfere in any way with
other tenants or those having business therein. Tenant will not bring or keep
any animals in or about the Premises.
7. Building Name and Address. Without Landlord's prior written consent, Tenant
will not use the name of the Office Building in connection with or in promoting
or advertising Tenant's business except as Tenant's address, Landlord reserves
the right, exercisable without notice and without liability to Tenant, to change
the name and street address of the Office Building.
8. Floor Coverings. Tenant will not lay or otherwise attach linoleum, tile,
carpet, or any other floor covering to floor of the Premises in any manner
except as approved in writing by Landlord and, if Landlord has furnished
carpeting for the Premises, will use carpet protectors under all desk chairs.
Tenant will be liable for the cost of repair of any damage resulting from the
violation of this rule or the removal of any floor covering by Tenant or its
contractors, employees or invitees.
9. Electrical Installments. Tenant will see that the doors of the Premises are
closed and locked and that all water faucets, water apparatus and utilities are
shut off before Tenant or its employees leave the Premises, so as to prevent
waste or damage. Tenant will keep the doors to the Office Building corridors
closed at all times except for ingress and egress_
10. Plumbing Facilities. The toilet rooms, toilets, urinals, washbowls and other
apparatus shall not be used for any purpose other than that for which they were
constructed and no foreign substance of any kind whatsoever shall be disposed of
therein. Tenant will be liable for any breakage, stoppage or damage resulting
from the violation of this rule by the Tenant, its employees or invitees.
11. Use of Hand Trucks. Tenant will not use or permit to be used in the Premises
or in the Common Areas any hand trucks, cans or dollies except those equipped
with rubber tires and side guards or such other equipment as Landlord may
approve.
12. Refuse. Tenant will store all its trash and garbage in an exterior dumpster
provided by Landlord. Tenant shall not store any trash or garbage in any Common
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Area, No material will be placed in the trash boxes or receptacles if such
material may not be disposed of in the ordinary and customary manner of removing
the disposing of trash and garbage in Salt Lake County without being in
violation of any law or ordinance covering such disposal. All trash and garbage
removal will be only through such Common Areas provided for such purposes and at
such times as Landlord may designate.
13. Soliciting, Canvassing, peddling, soliciting and distribution of handbills
or any other written materials in the Office Building are prohibited, and Tenant
will cooperate to prevent the same.
14. Parking. Tenant will not allow any employee to park in the parking lot
without a parking permit, Tenant will use, and will cause its agents, employees,
contractors, invitees and visitors to use, the parking spaces in a manner
consistent with Landlord's directional signs and markings in the parking area.
Specifically, but without limitation, Tenant will not park, or permit its
agents, employees, contractors, invitees and visitors to park. in a manner that
impedes access to and from the Office Building or the parking areas or that
violates space reservations for handicapped drivers. Landlord may use such
reasonable means as may be necessary to enforce the directional signs and
markings in the parking areas, including but not limited to towing services, and
Landlord will not be liable for any damage to vehicles towed as a result of
noncompliance with such parking regulation.
15. Fire, Security and Safety Regulations. Tenant will comply with all safety,
security, fire protection and evacuation measures and procedures established by
Landlord or any governmental agency.
16. Responsibility for Theft. Tenant assumes any and all responsibility for
protecting the Premises from theft, robbery and pilferage, which includes
keeping doors locked and other means of entry to the Premises closed.
17. Sales and Auctions. Tenant will not display or sell merchandise outside the
exterior walls and doorways of the Premises nor use such areas for storage.
Tenant will not install any exterior lighting, amplifiers or similar devices or
use in or about the Premises an advertising medium which may be heard or seen
outside the Premises, including flashing lights, searchlights, loudspeakers,
phonographs, radio broadcasts. Tenant will not conduct or permit to be conducted
any sale by auction in, upon or from the Premises or elsewhere in the project,
whether auction be voluntary, involuntary, pursuant to any assignment for the
payment of creditors or pursuant to any bankruptcy or other insolvency
proceeding excepted or otherwise required by a court order.
18. Smoking. Tenant, its employees, agents, contractors, shall not smoke in the
Office Building or within 25 feet of the Office Building,
19. Effect on Lease. These Building Rules are in addition to, shall not be
construed to in any way modify or mend, in whole or in part, the terms,
covenants, agreements and conditions of this Lease. Violation of these Building
Rules constitutes a failure to full perform the provisions of this Lease, as
referred to in ARTICLE 26.00 - "Defaults by Tenant".
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22. Additional and Amended Rules. Landlord reserves the right, in writing, to
rescind or amend these Building Rules and/or adopt any other reasonable rules
and regulations as in its judgment may from time to time be needed for the
safety, care and cleanliness of the Office Building and for the preservation of
good order therein.
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EXHIBIT "C"
GUARANTEE OF LEASE
WHEREAS, a certain Lease of even date herewith has been executed by and
between Eagle Overlook. L.C., a Utah Limited Liability Company, therein referred
to as "Landlord" and Medizone International Inc., a Nevada Corporation, therein
referred to as "Tenant," covering certain premises in the County of Salt Lake,
State of Utah; and
WHEREAS, the Landlord under said Lease requires as a condition to its
execution of said Lease that the Undersigned guarantee the full performance of
the obligations of the Tenant under said Lease; and
WHEREAS, the undersigned is desirous that Landlord enter into said Lease
with Tenant,
NOW, THEREFORE, in consideration of the execution of said Lease by
Landlord, the undersigned hereby unconditionally guarantees the full performance
of each and all of the terms and conditions of said Lease to be kept and
performed by said Tenant including the timely payment of all rentals and other
charges to accrue thereunder. The undersigned further agrees as follows:
1. That this covenant and agreement on its part shall continue in favor of
the Landlord notwithstanding any extension, modification, or alteration of
said Lease entered into by and between the parties thereto, or their
successors or assigns, and notwithstanding any assignment of said Lease,
with or without the consent of the Landlord, and no extension,
modification, alteration or assignment of the above referred to Lease shall
in any manner release or discharge the undersigned and the undersigned does
hereby consent thereto.
2. This Guarantee will continue unchanged by any bankruptcy, reorganization
or insolvency of the Tenant or any successor or assignee thereof or by a
disaffirmance or abandonment by a trustee of Tenant.
3. Landlord may, without notice, assign this Guarantee of Lease in whole or
in part and no assignment or transfer of the Lease shall operate to
extinguish or diminish the liability or the undersigned hereunder.
4. The liability of the undersigned under this Guarantee of Lease shall be
primary and in any right of action which shall accrue to Landlord under the
Lease, the Landlord may, at its option, proceed against the undersigned
without having commenced any action, or having obtained any judgment
against the Tenant.
5. To pay Landlord's reasonable attorney's fees and all costs and other
expenses incurred in any collection or attempted collection or in any
negotiations relative to the obligations hereby guaranteed or in enforcing
this Guarantee of Lease against the undersigned, individually and jointly.
The use of the singular herein shall include the plural. The
obligation of two or more parties shall be joint and several. The terms and
provisions of this Guarantee shall be binding upon and inure to the benefit
of the respective successors and assigns of the parties herein named.
IN WITNESS WHEREOF, the undersigned has caused this Guarantee to be
executed as of the date set forth in ARTICLE 1.01 of this Lease.
________________________
________________________
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