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11-01-1997 Eagle Vail Industrial Ctr AGEAGLE -VAIL INDUSTRIAL CENTER LEASE THIS LEASE is entered into as of the 1 st day of November, 1997 in Eagle County, Colorado, by and between HELMUT A. LILISCHKIES d/b /a EAGLE -VAIL INDUSTRIAL CENTER (hereinafter referred to as "Landlord "), whose address is P. O. Box 3119, Avon, Colorado 81620, and Town of Avon (hereinafter referred to as "Tenant "), whose address is P O Box 975, Avon, Colorado 81620. WITNESSETH: In consideration of the premises, the mutual covenants hereinafter contained, and each and every act to be performed hereunder by them, Landlord and Tenant hereby enter into the following lease pertaining to the hereinafter described premises: ARTICLE I LEASED PREMISES Landlord hereby lets and demises to Tenant and Tenant hereby leases from Landlord for the term and upon the terms and conditions set forth in this Lease, 9,750 square feet of floor space , the depth measured from the outside front building line to the outside rear building line, and the width measured from center wall to center wall, except the width of floor space for an end unit shall be measured from center wall to the outside of the external building wall (the "Leased Premises' ), located in a building (the `Building ") constructed on a portion of that certain real property located in Eagle County, Colorado, the exact legal description of which is set forth on Exhibit A (the "Property ") attached hereto. The location of the Leased Premises within the Building is outlined on Exhibit B attached hereto. The Building and Property together with the surrounding "Common Areas ", as defined in Article V hereinbelow, and other buildings may be referred to hereinafter as the "Center ". The use and occupation by Tenant of the Leased Premises shall include the use in common with others entitled thereto of the Common Areas, employee's parking areas and other facilities as may be designated from time to time by Landlord, subject, however, to the terms and conditions of this Lease and to reasonable rules and regulations for the use thereof prescribed from time to time by Landlord. However, the areas, road and facilities described herein shall not be deemed to be a portion of the Leased Premises in any manner whatsoever. It is the purpose and intent of Landlord and Tenant that the return to Landlord under this Lease shall be absolutely "net" so that the share of all costs directly or indirectly attributable to the Leased Premises shall be the obligation of Tenant. 1 ARTICLE II TERM The term of this Lease (the "Lease Term ") shall be for a period of one year beginning at twelve o'clock noon on November 1, 1997, (the "Lease Commencement Date ") and extending until twelve o'clock noon on October 31, 1998; provided, however, if the Lease Commencement Date occurs on a day other than the first day of a month, the Lease Term shall be measured from the first day of the month next following the month in which the Lease Commencement Date occurs. In this event, "Minimum Rent ", as defined in Article III hereinbelow, shall be prorated for such partial month, on a per diem basis, and shall be due and payable on the Lease Commencement Date. ARTICLE III MINIMUM RENT Tenant covenants and agrees to pay a fixed minimum rent ( "Minimum Rent ") for the Leased Premises for the full Lease Term at a month rate of $13.50 per square foot at the annual rate of $131,625.00 (plus rental payments for any partial month of occupancy prior to the commencement of the first "Lease Year ", as defined hereinbelow), plus $1.50 per square foot for common costs at the annual rate of $14,625.00, which amount shall be payable in equal monthly installments of $12,187.50 per month, without setoff or deduction, without notice or demand, in advance, on or before the first day of each month during the Lease Term at the address of Landlord first written above or at such other address or addresses as Landlord may hereafter determine by notice to Tenant; provided, however, that Minimum Rent and the monthly installment thereof shall be adjusted annually for each Lease Year as set forth in the next following Paragraph. For the purposes of this Lease, the term "Lease Year" shall mean 12 consecutive months starting with the first day of the Lease Term. Tenant agrees that Minimum Rent shall be adjusted each Lease Year for the next succeeding Lease Year in the same percentage by which the Consumer Price Index (1982- 84 =100) (the "Index") published by the Bureau of Labor Statistics of the United States Department of Labor, and specifically that portion of the Index relating to the U. S. City Average for All Items for All Urban Consumers, increases or decreases during the preceding Lease Year. For purposes of calculating the percentage increase or decrease, the reporting periods of the Index to be used shall be that period immediately preceding the date of adjustment and that period immediately preceding the date 12 months prior to the date of adjustment. Such adjusted Minimum Rent shall be the Minimum Rent for the next succeeding Lease Year. The first adjustment to Minimum Rent shall occur for the second Lease Year. However, notwithstanding the above, in no event shall Minimum Rent for any part of the Lease Term be less than Minimum Rent for the initial Lease Year. If publication of the Index shall be discontinued, the parties hereto shall thereafter accept comparable statistics on the cost of living for the United States, or by a 2 responsible financial periodical or recognized authority then to be selected by Landlord. In the event of use of comparable statistics in place of the intervals, there shall be made in the method of computation herein provided for, such revisions as the circumstances may require to carry out the intent of these provisions. ARTICLE IV TAXES AND ASSESSMENTS In addition to Minimum Rent, Tenant shall pay to Landlord as additional rent, at the same time and in the same manner as provided for payment of Minimum Rent, Tenant's estimated pro rata share ( "Tenant's Share ", as hereinafter defined) of all of the real property taxes (on land and improvements) or any tax levied in lieu thereof on or in addition thereto, or due to the ownership or operation of the Center levied, assessed or allocated (including any special assessments created by formation of a special improvement district or created in any other manner) for any period included in the Lease Term or any extensions thereof, and also Tenant's Share of all such taxes levied or assessed thereon for any period, part of which is included in the Lease Term or any extensions thereof. For purposes of this Lease, "Tenant's Share" shall mean a fraction, the numerator of which is the number of square feet in the Leased Premises and the denominator of which is the total square footage of all building space owned and held for rental purposes by Landlord from time to time on the Property. For the tax years in which this Lease commences and terminates, Tenant's obligations pursuant to this Article shall be apportioned, on a per diem basis, in such prorations as Tenant's tenancy of the Leased Premises bears to 365 days. Tenant's Share shall be based upon estimates made by Landlord of projected taxes due for the subject calendar year. The difference between the estimated taxes and assessments and the actual taxes and assessments due shall be accounted for by Landlord within 60 days following notice to Landlord of the actual charges for the subject year, and the necessary refund by Landlord or additional payment by Tenant in the amount of the difference shall be paid within 30 days following notice to Tenant of the amount due; provided, however, that no refund shall be paid Tenant should Tenant be in default on any of its leasehold obligations hereunder. This Article shall not be deemed or construed to require Tenant to pay or discharge any inheritance or estate taxes or taxes upon inheritance or right of succession which may be levied against any estate or interest of Landlord, even though such taxes shall become a lien against the Leased Premises. During the Lease Term, Tenant shall pay, prior to delinquency, all taxes assessed against and levied upon fixtures, furnishings, equipment and all other personal property of Tenant contained in the Leased Premises, and Tenant shall cause said fixtures, furnishings, equipment and other personal property to be assessed and billed separately from the property of Landlord. If any such taxes are levied against the Landlord or Landlord's property and if Landlord pays the same (which Landlord shall have the right to do regardless of the validity of such levy), or if the assessed value of the Leased Premises is increased by the inclusion therein or a value placed on such property, and if Landlord pays the taxes based on such increased assessment (which Landlord shall have the right to do, regardless of the validity thereof), Tenant, upon demand and as additional rent, shall pay to Landlord the taxes so levied against Landlord or the proportion of such taxes resulting from such increase in the assessment. ARTICLE V COMMON AREAS As the term is used herein, the "Common Areas" shall mean all those areas of the Center on which buildings have not been built including, without limitation, parking areas. Tenant shall not at any time interfere with the rights of Landlord or others entitled to similar use of the Common Areas. All of the Common Areas furnished by Landlord shall be subject to the reasonable control and management of Landlord who shall have the right, but not the obligations, from time to time to establish, modify and enforce reasonable rules and regulations with respect thereto. Tenant agrees to abide by all such rules and regulations. Landlord further reserves the right to change the area, to rearrange the area, and restrict or eliminate the use of, any of the Common Areas, and do such other acts in and to the Common Areas to change the location of building areas in the Center as Landlord shall determine, provided that the number of parking spaces as required hereunder shall remain substantially the same. All such actions, including such action or inaction as to rules and regulations for the Common Areas, shall not be deemed an eviction of Tenant or a disturbance of Tenant's use of the Leased Premises. Notwithstanding anything contained in this Lease to the contrary, at no time shall Tenant or its employees, agents, customers or invitees occupy or use more than ten parking spaces provided for common use in the parking area. Landlord may, at its sole and exclusive discretion, designate from time to time the parking spaces to be used by Tenant and its employees, agents, customers and invitees, and Tenant shall thereafter be responsible to insure that Tenant and its employees, agents, customers and invitees park only in the designated spaces. Tenant shall not at any time keep or store any item whatsoever on the Common Areas including, without limitation, trash (except in trash dumpsters in designated areas), work in progress, equipment or inoperable vehicles. No merchandise and/or services shall be displayed, sold, leased, stored or offered for sale or lease within the Common Areas, except for occasional promotions, if any, first approved by Landlord. The foregoing provisions shall not prohibit the installation of minor convenience facilities such as mailboxes, public telephones, benches, or public transportation shelters, as Landlord may from time to time deem appropriate to construct or permit to be constructed on the Common Areas. No signed vehicle shall be parked in the Common Areas (except in any service area) for longer than two hours, except for loading and unloading purposes. The foregoing provision shall not prohibit the temporary parking of any delivery vehicles (including trailers), within the designated service are (provided, however, no trailer shall be left in any service area for a period in excess of 48 hours), nor shall it prohibit the E creation of an outside sales area that is enclosed by a security fence which has been approved by Landlord, in its sole discretion. Tenant covenants and agrees to pay as additional rent Tenant's Share of all costs and expenses incurred by Landlord in operating and maintaining the Common Areas, the sewer and water systems supplying the Center, access roads, and other areas actually used or available for use by Tenant and its employees, agents, servants, customers and other invitees including, without limitation, costs of gardening and maintaining the landscaping, the cost of replacement of plants and planters, the cost of fire, casualty, public liability and property damage insurance, repairs and maintenance, replacements, line painting, sealing, resurfacing, lighting, all repair and replacement costs and service charges relating to any utility service, pumps and/or service lines, which utility service lines do not service the Leased Premises exclusively, sanitary control, clearing, removal snow, trash, rubbish, garbage and other refuse, interest on any funds advanced, depreciation on machinery and equipment used in such maintenance, the cost of personnel to implement such services, to direct parking, to provide security and to police the Common Areas and parking areas, any management fees charged by any party employed to manage the Center, plus 15% of all of the foregoing costs to compensate Landlord for its administrative and overhead expenses (excluding from such 15% mark -up expenses for management fees, interest, costs of acquiring equipment or other capital assets, all costs of administration by Landlord, except as expressly provided above and items of expense commonly known and designated as "carrying charges "). The liability of Tenant for the payment of such costs shall commence on the Lease Commencement Date. Said costs shall be paid as additional rent in advance on the first day of the month at the same time and place stated for the payment of Minimum Rent. Landlord reserves the right to increase the Common Area maintenance charges in order to create a reserve fund from which Landlord can pay extraordinary Common Area maintenance costs. Tenant's Share shall be based on Landlord's estimates of said costs. The difference between the estimated costs and actual costs shall be accounted for by Landlord at Landlord's office, within 60 days following termination of, or Tenant's default under the provisions of this Lease, and the necessary refund by Landlord or additional payment by Tenant, in the amount of the difference shall be paid within 30 days following notice to Tenant of the amount due; provided, however, no refund shall be paid Tenant should Tenant be in default on its leasehold obligations. ARTICLE VI MAINTENANCE OF THE BUILDINGS AND REPAIRS Landlord shall keep the roofs, foundations, the outer walls (excluding all glass windows and window frames and doors), gutters and down spouts of all buildings on the Center in good repair; provided, however, that if Landlord shall be called upon to make any such repairs occasioned by the negligent act of omission of Tenant, its employees, agents, servants, customers and other invitees, the total cost and expense of such repairs shall be borne by Tenant, and such costs shall not be prorated among other tenants of the Center. Subject to the previous sentence 5 pertaining to Tenant's negligence, Tenant shall pay Tenant's Share of all costs -of such roof, foundation and wall repair and replacement. Landlord shall be paid 15% of such costs to compensate Landlord for its administrative and overhead expenses. Landlord may enter into a mechanical system inspection service contract with reputable service company, and Tenant shall pay Tenant's Share of the costs of said service contract plus 15% of overhead expenses. Landlord may enter into contracts for the cleaning of all windows in the Center and for sweeping of and removal of snow from sidewalks adjacent to the Leased Premises, for which Tenant shall similarly pay Tenant's Share of the costs thereof plus 15% of said costs to compensate Landlord for its administrative and overhead expenses. Tenant shall pay Tenant's Share of all costs of any replacement or repairs resulting from determinations made by Landlord or the inspection service (plus 15% of said costs to compensate Landlord for its administrative and overhead expenses), and shall keep the heating, ventilating and other mechanical appurtenances and equipment in good order, operating condition and repair, including replacement, if necessary. Tenant, at its own cost and expense, shall maintain, replace, repair and keep all parts of the interior of the Leased Premises (which include, without limitation, interior wall surfaces, doors, door hardware, plumbing, electrical and mechanical equipment within the Leased Premises) in good order, operating condition and repair. Tenant shall also keep the Leased Premises in a clean, sanitary and safe condition in accordance with all directions, rules and regulations of any health officers, building inspectors or other proper officers of the governmental agencies having jurisdiction and shall dispose of all trash and waste materials in outside trash containers. Tenant shall flatten all boxes for dumping of trash. Tenant shall comply with all requirements of law, ordinances and other rules and regulations that affect the Leased Premises. Tenant shall permit no injury to the Building, the Leased Premises or the Center, and shall, at its own cost and expense, replace with glass of the same quality any damaged or broken glass including, without limitation, plate glass or other breakable materials used in structural portions of any interior or exterior windows and doors on the Leased Premises. In addition, Tenant shall, at its own cost and expense, replace any light bulbs, frames, ballasts, and accessory parts thereof on the Leased Premises that may be broken or damaged during the term hereof. At the expiration of the Lease Term, Tenant shall surrender the Leased Premises broom clean in as good order as the same is on the day Tenant first opened for business to the public, reasonable wear and tear excepted. If Tenant refuses or neglects to commence repairs within 10 days after written demand by Landlord, or fails to adequately complete such repairs within a reasonable time thereafter, Landlord may, in addition to any other remedy Landlord may have, make the repairs without liability to Tenant for any loss or damage that may occur to Tenant's property or business by reason therefor, and if Landlord makes such repairs, Tenant shall pay to Landlord on demand as additional rent the costs thereof with interest thereon at the rate of 18% per annum from the date of payment of Landlord until paid in full by Tenant. ARTICLE VII UTILITIES 2 At all times during the Lease Term, Tenant, in addition to the rents required hereunder, shall pay, prior to delinquency, the costs of all utilities including, without limitation, gas, propane, electricity, water and sewer used and consumed by Tenant, its employees, agents, servants, customers and other invitees in the Leased Premises, and to the extent possible shall contract for the same in its own name and on separate meters. The cost of installation of such meters shall be borne solely by Tenant. The cost of any conversion of utilities to other energy sources shall be borne by Tenant. Throughout the duration of Tenant's occupancy of the Leased Premises, Tenant shall keep such meters and installation equipment in good working order and repair at Tenant's sole cost and expense. Failure to do so may allow Landlord to cause such meters and equipment to be replaced or repaired, and collect the cost thereof from Tenant as additional rent. If such utility charges cannot be separately metered or separately determined, Tenant agrees to pay Tenant's Share thereof, which shall be paid on the first day of the month at the same time and in the same manner provided for payment of Minimum Rent. Landlord does not warrant or guarantee the continued availability of any or all of the utility services necessary or desirable for the use of the Leased Premises by Tenant. In no event shall the interruption, diminution or cessation of such availability be construed as an actual or constructive eviction of Tenant, nor shall Tenant be entitled to any abatement of its rent obligations under this Lease on account thereof. In the event that a deposit is required by a public or quasi - public organization in order to furnish or agree to furnish any service to the Leased Premises, Tenant agrees and covenants to pay such charge or deposit or Tenant's Share thereof. Any money so paid shall not entitle Tenant to an offset or reduction of its rent liability under this Lease, nor shall Landlord be obligated to return, repay or credit Tenant for any money so paid. Landlord reserves the right to stop the service of any or all of the utilities hereinabove described when, in Landlord's sole discretion, such stoppage is necessitated by reason of accident, repairs, inspections, alterations or improvements, until any of the same have been completed. In such event, Landlord shall not be deemed guilty of a breach of this Lease, nor shall Tenant be entitled to any abatement of its rent obligations under this Lease on account thereof. ARTICLE VIII CARE OF LEASED PREMISES Tenant agrees: to abide by all reasonable rules and regulations adopted by Landlord with regard to its occupancy of the Leased Premises and its use of the Common Areas; not to commit any waste upon the Leased Premises or overload the floors thereof; to keep the Leased Premises well - lighted and in a neat and clean condition; and not to conduct any auction, fire, bankruptcy, liquidation or going - out -of- business sales thereon without the prior written consent of Landlord. ARTICLE IX SIGNS AND ADVERTISING Tenant shall not erect or install any type of store front, any exterior or interior window or door signs, any paper signs or signs painted on windows, or other types of signs, placards, or window blinds or place or utilize in the store front area any trade fixtures, displays, merchandise and equipment without first having obtained the prior written consent and approval of Landlord. Tenant shall pay all costs of causing its signs to be erected and maintained. ARTICLE X USE OF LEASED PREMISES The Leased Premises shall be used and occupied by Tenant (and any subtenants and assignees of Tenant) only for Transit and other related maintenance operations and for no other purpose, except such use shall not violate any restriction or restrictive use thereto granted to Landlord to any other tenant. ARTICLE XI ALTERATIONS AND ADDITIONS Tenant shall not, under any circumstances, make alterations or additions to the exterior of the Building. Tenant shall make no alterations or additions to the interior of the Leased Premises, including equipment or appliances installed in connection with the transmission or delivery of the utilities, without first procuring Landlord's written consent, after delivering to Landlord the plans and specifications therefor. Tenant shall promptly pay for the costs of all "Tenant's Work ", as defined hereinbelow, regardless of the cost, and shall indemnify Landlord against liens, costs, damages and expenses incurred by Landlord in connection therewith, including any attorneys' fees incurred by Landlord, if Landlord shall be joined in any action or proceeding involving such work. Landlord may, at its option, pay sums due in order to release such liens, in which event any such sums paid by Landlord shall be due to Landlord by Tenant, as additional rent, upon demand. Under no circumstances shall Tenant commence any such work until Landlord has been provided with certificates evidencing that all the contractors and subcontractors performing such work have in full force and effect adequate workmen's compensation insurance as required by the laws of the State of Colorado and public liability and builders risk insurance in such amounts and according to terms satisfactory to Landlord. Within five days after notifying Landlord of any planned erection, construction, alteration, removal, addition, repair, or other improvement ( "Tenant's Work ") in the Leased Premises, Tenant shall post and keep posted until completion of Tenant's Work, in a conspicuous place upon the doors providing entrance to the Leased Premises, and shall personally serve upon such contractors or subcontractors performing the Tenant's Work, a notice stating that Landlord's interest in the Leased Premises and the Center shall not be subject to any lien for Tenant's Work. 8 All alterations, additions, improvements and fixtures, including, without limitation, lighting fixtures, ducts, controls, diffusers, filters or other equipment for distribution of heating and cooling, and other personal property which may be made or installed by, for and on behalf of Tenant, upon the Leased Premises, and which in any manner are attached to the floors, walls, or ceilings shall become the property of Landlord at the time of installation and shall remain upon and be surrendered with the Leased Premises at the time of termination of this Lease as part of the Leased Premises, without disturbance, molestation or injury. Any tile, linoleum or floor covering of similar character which may be cemented or otherwise adhesively affixed to the floor of the Leased Premises shall be and become the property of Landlord absolutely upon installation. During the Lease Term, Tenant shall not remove or damage the above - described Tenant's Work and fixtures without the written consent of Landlord. ARTICLE XII INSURANCE Commencing with the Lease Commencement Date and each month thereafter during the Lease Term and any extensions thereof, Tenant shall pay to Landlord one - twelfth (1 /12th) of Tenant's Share of the estimated insurance premiums for an "all risk" insurance policy, with an endorsement insuring against loss of Minimum Rent (including Extended Period of Recovery, if applicable) which Landlord shall obtain, insuring the buildings and improvements of the Center for 100% of their replacement value, and premiums of any other policy of insurance (including, without limitation, public liability insurance) which Landlord or Landlord's mortgagee for the Center requires to be kept in force. Tenant's Share shall be based upon actual insurance premiums for the prior 12 month period, if any, or if none, based upon Landlord's estimate thereof. Tenant shall, in addition, at its sole cost and expense, at all times during the Lease Term maintain the following insurance or pay the following premiums with respect to the Leased Premises: (a) fire and extended coverage insurance insuring all alterations and additions made by Tenant to the Leased Premises and all of its fixtures, inventory, furniture and equipment for the full replacement value thereof with the broadest possible coverage ( "all risk ") on a 100% co- insurance form insuring against all risks of direct physical loss and excluding only such unusual perils as nuclear attack and war, (b) public liability, bodily injury and property damage comprehensive insurance coverage insuring against claims of any and all personal injury, death or damage occurring in or about the Leased Premises or the sidewalks adjacent thereto, with a combined single limit coverage of not less than $600,000 subject to the Colorado Governmental Immunity Act, (c) plate glass insurance sufficient to discharge Tenant's obligations as above provided, and (d) in the event liquor is sold on the Leased Premises in any form, Liquor Legal Liability insurance. Landlord or Landlord's mortgagee may reasonably require increases in the above - described coverage from time to time, in which event Tenant shall obtain the same and pay the costs thereof. 9 Each such Tenant's insurance policy shall be issued by an insurance company of recognized standing, authorized to do business in the State of Colorado and satisfactory to Landlord. The policies required in the immediately above Paragraph shall name Landlord and Tenant as parties, insured -loss payees, and where applicable, be payable to Landlord and Tenant as their interest may appear. If required by Landlord, such policies shall also contain a loss payable endorsement in favor of the holder of any first mortgage on the property or portion thereof. All such policies shall provide that no cancellation or termination thereof of any material modification thereof shall be effective except on 60 days' prior written notice to Landlord, and, if applicable, said mortgagee. Certificates evidencing such insurance shall be delivered to Landlord upon the Lease Commencement Date and each anniversary thereof. Without Landlord's prior written consent, Tenant shall not carry any stock of goods or do anything in or about the Leased Premises which would in any way tend to increase insurance rates or invalidate any policy on the Leased Premises or the Building in which the same are located or carried on Landlord's operation of the Building. If Landlord shall consent to such use, Tenant agrees to pay, as additional rent, any increase in premiums for insurance against loss by standard fire and extended coverage resulting from the business carried on in the Leased Premises by Tenant. If Tenant installs any electrical equipment that overloads the power lines to the Building, Tenant shall at its own expense make whatever changes are necessary to comply with requirements of insurance underwriters and insurance rating bureaus and governmental authorities having jurisdiction. The obligations of Tenant, as contained in this Article, shall inure to Landlord's first mortgagee and shall not be invalidated by any act, neglect or default of Landlord, nor by any foreclosure or other similar proceeding, nor by any change in title or ownership of the Leased Premises. ARTICLE XIII WAIVER OF SUBROGATION Landlord and Tenant agree that, if the interests on which they are required to obtain insurance in connection with the transaction contemplated hereby shall be damaged or destroyed during the Lease Term by a period insurable under a standard fire and extended coverage policy and whether or not such damage or destruction was caused by the neglect of the other party, neither party shall have the liability to the other or to any insurer of the other (provided the terms of this Article are approved by said insurers) for, or in respect of, such damage or destruction to the extent covered by such insurance; and each party shall attempt to require all policies of material damage insurance carried by such party during the Lease Term to be endorsed with a provision in and by which the insurer designated therein shall waive its right of subrogation against the other. The waiver of subrogation hereby required shall extend only to the risks insured by the policies required hereby. 10 ARTICLE XIV DESTRUCTION OF OR DAMAGE TO LEASED PREMISES In case the Leased Premises or the Building shall be partially or totally destroyed by fire or other peril insurable under standard fire and extended coverage insurance so as to become partially or totally untenantable, the same shall be repaired as speedily as possible at the expense of Landlord, to the extent of insurance proceeds available, unless Landlord shall elect not to rebuild as hereinafter provided; or, if the remainder of the Lease Term is less than 12 months, Landlord shall not be required to rebuild if Tenant fails to exercise (within 15 days following notice from Landlord of demand to do so) the next option, if any, to extend the Lease Term which may be available, and if no such option is available, Landlord may terminate this Lease upon the date of the damage or destruction. In case the Leased Premises or the Building in which the Leased Premises are situated shall be destroyed or so damaged by fire or other peril insurable under standard fire and extended coverage insurance as to render more that 33.0% of the Leased Premises or 33.0% of the Building untenantable, Landlord may, at its election to be exercised by notice given to Tenant not more than 30 days after the occurrence of the damage, terminate this Lease. If Landlord shall not so elect, Landlord shall, as promptly as may be reasonable, repair, rebuild or restore any such damage suffered in the Leased Premises; provided, however, that Landlord's obligation shall be limited to restore the Leased Premises to their original condition as of the Lease Commencement Date but only to the extent allowed by available insurance proceeds. In case of casualty to the Leased Premises resulting in damage or destruction which casualty is not insured against, Landlord shall be under no obligation to restore, replace or rebuild the Leased Premises, and this Lease shall be deemed terminated on the 30th day after such casualty, unless Landlord elects to restore, repair, replace and rebuild the Leased Premises and so notifies Tenant in writing within 30 days after such casualty; in which event, this Lease shall continue in full force and effect during the period of such restoration, repairing, replacing or rebuilding. Furthermore, if Landlord so elects to restore, repair, replace or rebuild the Leased Premises, Landlord shall proceed with reasonable diligence to do so and place the Leased Premises in substantially the same condition as of the date they are declared Ready for Occupancy. If such damage or destruction as described in this Article occurs, and this Lease is not so terminated by Landlord, this Lease shall remain in full force and effect, and the parties waive the provisions of any law to the contrary. Tenant shall in the event of any such damage or destruction, unless this Lease shall be terminated as provided in this Article, forthwith replace or fully repair all exterior signs, trade fixtures, equipment, display cases or other installations originally installed by Tenant. Landlord shall have no interest in the proceeds of any insurance carried by Tenant, and Tenant shall have no interest in the proceeds of any insurance carried by Landlord. In the event of any such damage or destruction, Minimum Rent, but no other rent hereunder, shall abate in that same proportion as the number of square feet in the Leased Premises. Tenant agrees during any period of reconstruction, restoration or repair of the Leased Premises and /or of the Building to 11 continue the operation of its business in the Leased Premises to the extent reasonably practicable from the standpoint of good business. ARTICLE XV EMINENT DOMAIN If the whole of the Leased Premises shall be acquired or condemned by eminent domain for any public or quasi - public use of purpose, the Lease Term shall cease and terminate as of the date of title vesting in such proceeding, all rent shall be paid up to the date, and Tenant shall have no claim against Landlord for the value of any unexpired Lease Term. If a part of the Leased Premises shall be acquired or condemned by eminent domain for any public or quasi - public use or purpose, and in the event that such partial taking shall be so extensive that Tenant is unable to operate in the remainder of the Leased Premises substantially the business being conducted on the Leased Premises immediately prior to such taking, then from the date of such taking and for a period of 10 days thereafter, Tenant shall have the right either to terminate this Lease and declare the same null and void by giving written notice thereof within said period to Landlord or, alternatively, to continue in the possession of the remainder of the Leased Premises under the terms herein provided, except that Minimum Rent shall be reduced in such just proportion as the nature, value and extent of the part so taken bears to the whole of the Leased Premises. In the event that Tenant shall terminate this Lease as provided hereinabove, such termination shall be as of the date of Tenant's written notice (but rent shall be due until Tenant's surrender of the Leased Premises), and Tenant shall have not claim against Landlord for the value of the unexpired Lease Term, or for damages of any kind. In the.event of a partial taking that is not extensive enough to render the Leased Premises unsuitable for the business of Tenant, Landlord shall promptly restore the Leased Premises to a condition comparable to its condition at the time of such taking, less the portion lost in the taking, and this Lease shall continue in full force and effect except that Minimum Rent shall be reduced in the manner provided hereinabove. As regards any obligations of Landlord described in this Article, in no event shall Landlord be required to spend an amount in excess of the amount available to Landlord from the award for any part of the Leased Premises taken. In the event of any condemnation or taking aforesaid, whether in whole or in part, Tenant shall not be entitled to any part of the award paid for such condemnation, and Landlord shall receive the full amount of such award, Tenant hereby expressly waiving any right or claim to any part thereof including, without limitation, all damages as compensation for diminution in value of the leasehold, reversion and fee. Although all damages in the event of any condemnation or taking are to belong to Landlord, Tenant shall have the right to claim and recover from the condemning 12 authority, but not from Landlord, such compensation as may be separately awarded or recoverable by Tenant in Tenant's own right ton account of any and all damage to Tenant's business by reason of the condemnation and for or on account of any cost or loss which Tenant might incur in removing Tenant's merchandise, furniture, fixtures, leasehold improvements and equipment. ARTICLE XVI INDEMNIFICATION Except as concerns losses paid by insurance for which Landlord has waived the right of subrogation, Tenant shall indemnify, defend and save Landlord harmless from any liability for damages to any person or any property in or upon the Leased Premises or the Center including, without limitation, the personal property of Tenant and its employees, agents, servants, customers or other invitees, and further from any loss, cost, damage or expense (including, without limitation, reasonable attorneys' fees) arising out of any accident or other occurrence due directly or indirectly to the negligence of Tenant, its employees, agents, servants, customers or other invitees subject to the laws of the Colorado Governmental Immunity Act. Except as concerns losses paid by insurance for which Tenant has waived the right of subrogation, Landlord shall indemnify, defend and save Tenant harmless from any liability for damages (including, without limitation, reasonable attorneys' fees) arising out of the negligence of Landlord. However, Landlord shall not be responsible to Tenant, nor required to save Tenant harmless from any loss or damage which may be occasioned by or through the acts or omission of persons occupying portions of the Center other than the Leased Premises, and Landlord shall not be held liable hereunder with respect to the repair or maintenance of any portions of the Leased Premises required to be repaired or maintained by Landlord as aforesaid, unless Landlord shall neglect to make such repairs or perform such maintenance after due notice in writing and a reasonable opportunity to correct the same. In addition, and notwithstanding any indemnity given hereunder, Tenant shall not hold or attempt to hold Landlord liable for any injury or damage, either proximate or remote, occurring through or caused by fire, water or any repairs or alterations to the Leased Premises or otherwise; or liable for any injury or damage occasioned by defective wiring or breakage or stoppage of plumbing or sewage upon the Leased Premises, whether said breakage or stoppage results from freezing or otherwise. All property kept, stored or maintained in the Leased Premises shall be so kept, stored or maintained at the risk of Tenant only. ARTICLE XVII ASSIGNMENT AND SUBLETTING 13 Tenant shall not assign, sell, pledge, mortgage, encumber or in any manner transfer this Lease or any interest therein, not sublet the Leased Premises or any part or parts thereof, not permit occupancy by anyone with, through or under it, nor allow the sale or transfer of any of its capital stock (in the case of a corporation) or partnership interests (in the case of a partnership) to the extend that Tenant loses voting control of the entity existing upon execution of this Lease, nor transfer all or substantially all of Tenant's assets without the prior written consent of Landlord, which consent shall be allowed only in Landlord's sole discretion. Landlord and Tenant hereby acknowledge that this provision regarding assignment and subletting, and Landlord's discretion thereover, has been fully and freely negotiated. Tenant shall pay to Landlord a fee of $500 to compensate Landlord for the time and expense of reviewing any request and documentation regarding assignment or subletting. Landlord shall have 60 days from the date of receipt of the written request of Tenant in which to determine whether or not Landlord's consent shall be granted. Landlord shall have no liability of any kind for not consenting to an assignment or subletting. In addition to any other reasons, Landlord may withhold its consent to any such assignment, letting or subletting, if such assignment, letting or subletting would result in the assignment, leasing or subleasing of (a) Any portion of the Leased Premises to any entity which Landlord project to have less Gross Revenues than Tenant; (b) Less than the entire Leased Premises to any subtenant; (c) The Leased Premises for a term of less than three years; (d) The Leased Premises to any party, business or lessee who proposes to conduct a business therein which is not in conformance with the use of the Leased Premises, pursuant to Article XIII hereunder; (e) The Leased Premises to any party, business or lessee who is then a lessee of the Center if the Landlord has or will have during the ensuing six months, suitable space for rent in the Center; (f) The Leased Premises has a rental rate less than the current prevailing market rate for comparable premises in the Center; (g) The Leased Premises to a party whose financial condition and credit rating is not equal to or better than that of Tenant (as determined in Landlord's sole discretion); or (h) The Leased Premises to a party whose business in of a character which does not, in Landlord's opinion, comport with the character of the Center. Any sublease of the Leased Premises executed by Tenant shall incorporate this Lease (the "Underlying Lease') in its entirety and be subject to its terms. The sublease shall also require the sublessee to attorn to Landlord at Landlord's option in the "Event of Default ", as defined in V, Article XIX hereinbelow, by Tenant under the terms of the Underlying Lease, and Tenant does hereby grant Landlord the irrevocable power of attorney to effect the same. Consent by Landlord to one or more assignments of this Lease or to one or more sublettings of the Leased Premises shall not operate as a waiver of Landlord's rights under this Article as to any subsequent assignment of subletting, nor release Tenant or any guarantor of Tenant of any of its obligation sunder this Lease, nor be construed or taken as a waiver of any of Landlord's rights or remedies under this Lease. No interest in this Lease shall pass to any trustee or receiver in bankruptcy, to any estate of Tenant, to any assignees of Tenant for the benefit of creditors, or to any other party by operation of law or otherwise without Landlord's consent. No consent to assignment or subletting shall be granted if Tenant is then in default under this Lease. Landlord shall receive all increases in Minimum Rents resulting from increases of the percentage ration paid by an assignee or sublessee. Tenant shall not share to any extent in such rents. ARTICLE XVIII LANDLORD'S SALE In the event of any sale of the Leased Premises, or real property of which the Leased Premises are a part, by Landlord including, without limitation, sales by foreclosure or a deed in lieu thereof, Landlord shall be, and is, 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 or omission occurring after the consummation of such sale; and the purchaser shall, during the period of its ownership, be deemed without any further agreement between the parties to have assumed and agreed to carry out any and all of the covenants and obligations of Landlord under this Lease. All subsequent purchasers shall similarly be freed and relieved of all liability hereunder subsequent to the date of such sale by them. In the event of any such sale, Tenant agrees to attorn to and become Tenant of Landlord's successor -in- interest. ARTICLE XIX DEFAULT This Lease is made on the condition also that, if any one or more of the following events (an "Event of Default ") shall happen: (a) Tenant shall default in the timely payment of the Minimum Rent or any other amounts payable hereunder, and such default shall continue for 10 days; or 15 (b) Tenant shall neglect or fail to perform or observe any of the other covenants herein contained on Tenant's part to be performed or observed, and Tenant shall fail to remedy the same within 10 days after Landlord shall have given to Tenant written notice specifying such neglect or failure (or within such period, if any, as may be reasonably required to cure such default, if it is of such nature that it cannot be cured within said 10 -day period, provided that Tenant shall have commenced to effect such cure and shall proceed with due diligence to complete such cure); or (c) Tenant shall (I) be adjudicated a bankrupt or insolvent, or (ii) file or threaten to file a petition in bankruptcy or for reorganization or for the adoption of an arrangement under the Bankruptcy Act (as now or in the future amended), or (iii) make an assignment of its property for the benefit of its creditors; or (d) Tenant shall vacate or abandon the Leased Premises; then, in any one or more of such events, Landlord shall have the right, at its election, either: (1) To give Tenant written notice of Landlord's intention to terminate this Lease on the date of such given notice or any later date specified therein, and on such specified date Tenant's right to possession of the Leased Premises shall cease and this Lease shall thereupon be terminated; or (2) Without further notice, to re -enter and take possession of the Leased Premises, or any part thereof, and repossess the same as of Landlord's former estate, and expel Tenant and those claiming through or under Tenant, and remove the effects of either or both (forcibly, if necessary) without being deemed guilty of any manner of trespass and without prejudice to any remedies for arrears of rent or preceding breach of convenants. Should Landlord elect to re -enter as provided in this section (2), or should Landlord take possession pursuant to legal proceedings or any notice provided for by law, Landlord may, from time to time, without terminating this Lease, relet the Leased Premises, or any part thereof, on behalf of Tenant for such term or terms, and at such rent or rents, and upon such other terms and conditions as Landlord may deem advisable (which may include concessions and free rent) with the right to make alterations and repairs to the Leased Premises. No such re -entry or taking of possession of the Leased Premises by Landlord shall be construed as an election on Landlord's part to terminate this Lease, unless a written notice of termination, specifically stating Landlord's intention to terminate, be given to Tenant. In the event Landlord does not elect to terminate this Lease, but on the contrary, elects to take possession, then such repossession shall not relieve Tenant of its obligations and liability under this Lease, all of which shall survive such repossession. In the event of such repossession, Tenant shall pay to Landlord as rent: (a) Minimum Rent and other sums as hereinbefore provided, which would be payable hereunder if such repossession had not occurred; less 16 (b) The net proceeds, if any, of any reletting, or the value of Landlord's use, if any, of the Leased Premises after deducting all of Landlord's expenses in connection with such reletting including, without limitation, all repossession costs, brokerage commissions, legal expenses, attorneys' fees, expenses of employees, necessary alteration costs and expenses of preparation for such reletting. Tenant shall pay such rent to Landlord on the days on which Minimum Rent would have been payable hereunder if possession had not been retaken, and Landlord shall be entitled to receive the same from Tenant on each such day. If Landlord shall be required to commence any action or proceeding to collect the foregoing amounts, or to enforce any other obligation of Tenant under this Lease, Landlord shall be entitled to a reimbursement of all costs and expenses incurred in said matter including, without limitation, reasonable attorneys' fees. After repossession of the Leased Premises, Landlord may procure the appointment of a receiver to take possession and collect rents and profits of the business of Tenant, and, if necessary to collect the rents and profits. The receiver may carry on the business of Tenant, and take possession of the personal property used in the business of Tenant including, without limitation, inventory, trade fixtures and furnishings, and use them in the business without compensating Tenant. Proceedings for appointment of a receiver by Landlord, or the appointment of a receiver and the conduct of the business of Tenant by the receiver, shall not terminate and forfeit this Lease, unless Landlord has given written notice of termination to Tenant as provided herein. If, however, this Lease is terminated by Landlord, by reason of any default by Tenant, or terminated by a court of lawful jurisdiction, Landlord shall be entitled to recover as damages from Tenant the excess, if any, of Minimum Rent reserved in this Lease for the balance of the Lease Term over the then reasonable rental value of the Leased Premises for the same period, plus all rental value of the Leased Premises for the same period, plus all of Landlord's costs of reletting the Leased Premises including, without limitation, repair, alteration and preparation of said Leased Premises for reletting, and any brokerage commission paid or due to any agent of Landlord, which amounts shall be immediately due and payable by Tenant to Landlord. In addition, Landlord shall also recover from Tenant any rent exemption, free rent or excused rent which Landlord may have granted to Tenant as an inducement to Tenant's execution hereof, it being understood that Landlord's granting of such a rent holiday is in consideration of Tenant's compliance with the terms and provisions hereof. It is agreed that the then "reasonable rental value" shall be the amount of rent which Landlord may then reasonably obtain as rent for the remaining balance of the term (including concessions and free rent, if necessary). In addition, all costs incurred in connection with collecting such sum including, without limitation, reasonable attorneys' fees and costs, shall be recoverable by Landlord from Tenant. Any such damages payable to Landlord pursuant to this Paragraph shall be payable, at Landlord's option in a lump sum as aforesaid, or in equal monthly installments throughout the remainder of the Lease Term, or at the end of the Lease Term (in which event the "reasonable rental value" shall mean the actual rental received by Landlord). 17 Notwithstanding anything contained in this Lease or in the Colorado statutes to the contrary, Tenant hereby waives any and all rights it may have to cure any Even of Default more than twice in any calendar year. ARTICLE XX LATE RENT PAYMENT Any payment of Minimum Rent, additional rent or any obligation hereof, which may be satisfied by the payment of money, shall bear interest at the rate of 18.0 percent per annum from the date due until paid. Tenant acknowledges that late payments by Tenant to Landlord of such rent and other charges will cause Landlord to incur costs not contemplated by this Lease, the exact amount of such costs being extremely difficult and impracticable to fix. Such costs include, without limitation, processing and accounting charges, and late charges that may be imposed on Landlord by the terms of any encumbrance and notes secured by any encumbrance covering the Leased Premises. Therefore, if any installment of rent due from Tenant is not received by Landlord when due, Tenant shall pay to Landlord an additional sum of $100.00 as a late charge. The parties agree that this late charge represents a fair and reasonable estimate of the costs that Landlord will incur by reason of late payment by Tenant. Any acceptance of any late charge shall not constitute a waiver of Tenant's default with respect to the overdue amount or prevent Landlord from exercising any of the other rights and remedies available to Landlord. Additionally, Tenant shall pay a $25.00 charge for any checks written to Landlord which are returned due to insufficient funds. ARTICLE XXI LIEN ON PERSONALTY AND FORFEITURE OF PERSONALTY Subject to any purchase money security interest on such items, Landlord is hereby given a lien upon any and all furniture, fixtures and equipment belonging to Tenant and used at, in or upon the Leased Premises, whether acquired by Tenant before or after execution of this Lease to secure the due payment of rent and other liabilities of Tenant hereunder. Upon failure of Tenant to pay any part of such rent or other liability and after due notice as required by Article =V hereinbelow, Landlord without further notice or demand may possess, distrain and sell such property at public or private sale (and Landlord may be a purchaser at such sale) and otherwise avail itself of all rights and remedies then available under the Uniform Commercial Code as enacted in the State of Colorado. To accomplish the foregoing, Tenant agrees, at the request of Landlord, to execute a satisfactory security agreement and financing statement. Tenant does hereby grant to Landlord its irrevocable power of attorney for the purpose of executing such instruments, if Tenant fails to execute the same immediately upon request. Additionally or in the alternative, as the case may be, Tenant agrees that within 10 days of termination of this Lease or repossession of the Leased Premises by Landlord without 18 termination, whichever first occurs, by way of default or otherwise, it shall remove all personal property for which it has the right to ownership. Any and all such property of Tenant not removed within said 10 -day period shall irrevocably become the sole property of Landlord. Tenant waives all rights to notice and all common law and statutory claims and causes of action which it may have against Landlord subsequent to said 10 -day period as regards the storage, destruction, damage, loss of use and ownership of the personal property affected by the terms of this Paragraph. Tenant acknowledges Landlord's need to relet the Leased Premises upon termination of this Lease or repossession of the Leased Premises, and understands that the forfeitures and waivers provided herein are necessary to aid said reletting. ARTICLE XXII SUBORDINATION This Lease shall be subject and subordinate to: (a) Lease Agreement No. S -35271 (the "State Land Lease ") dated October 1, 1973, between the State of Colorado and Landlord, as amended from time to time, (b) any reciprocal easement agreements or any other easements and (c) the lien of any mortgage in favor of the beneficiary of said mortgage, which Landlord may now or hereafter place upon the Leased Premises and the Center, and to all terms, conditions and provisions thereof, to all advances made, and to any renewals, extensions, modifications or replacements thereof. ARTICLE XXIII STATE LAND LEASE RENT In the event that the annual rental payable by Landlord to the State of Colorado or its assignee under the State Land Lease should ever exceed the amount of $19,480.00, Tenant shall pay to Landlord as additional rent, in addition to Minimum Rent and at the same time and in the same manner as provided for payment of Minimum Rent, Tenant's Share of the amount of such annual rental in excess of $19,480.00. ARTICLE XXIV NOTICES All notices to be given hereunder by either of the parties shall be in writing. Any notice may be served by Landlord upon Tenant personally by delivering the same to an employee of Tenant, or to Tenant directly. Any notice shall also be deemed duly served by either party if mailed by certified mail, return receipt requested, with proper postage prepaid, addressed to each party at its address first written above. Either party may change the address to which notices may 19 be sent by delivering a copy thereof to the other party in the manner aforesaid. If service ice shall be made by registered or certified mail, such service shall be complete as of the next day following the mailing of such notice in the manner aforesaid. ARTICLE XXV DEPOSIT Concurrently with the execution of this Lease, Tenant has deposited with Landlord and will keep on deposit at all times during the Lease Term, the sum of $8,531.25, the receipt of which is - hereby acknowledged, as security for the payment by Tenant of the rents herein agreed to be paid and for the faithful performance of all the terms, conditions and covenants hereof. If, at any time during the term, Tenant shall be in default in the performance of any provision of this Lease, Landlord shall have the right to use said deposit, or so much thereof as necessary, in payment of any rent in default as aforesaid, in reimbursement of any expenses incurred by Landlord and in payment of any damages incurred by Landlord by reason of Tenant's default, or at the option of Landlord, the same may be retained by Landlord. In such event, Tenant shall, on written demand of Landlord, forthwith remit to Landlord a sufficient amount of cash to restore said deposit to its original amount. In the event said deposit has not been utilized as aforesaid and upon full performance of this Lease by Tenant, said deposit, or as much thereof as had not been utilized for said purposes, shall be refunded to Tenant, without interest, within 60 days after Tenant's vacation of the Leased Premises. Landlord shall have the right to commingle said deposit with other funds of Landlord. Landlord may deliver the funds deposited herein by Tenant to the purchaser of Landlord's interest in the Leased Premises in the event such interest be sold, and, thereupon, Landlord shall be discharged from further liability with respect to such deposit. Said deposit shall not be considered as liquidated damages, and if claims of Landlord exceed said deposit, Tenant shall remain liable for the balance of such claims. ARTICLE XXVI OPTION TO EXTEND Upon the condition that Tenant (a) is not in default at the time of the exercise of the option and (b) has, during the previous term fulfilled all of Tenant's obligations completely and in a timely manner, Landlord grants to Tenant an option to extend the Lease Term for two separate additional one year periods upon the same terms and conditions herein contained; provided, however, that the Minimum Rent for each such Lease Year (12 consecutive months) of such additional period shall, unless otherwise agreed in writing, be adjusted as set forth in the second Paragraph of Article III hereinabove. For the purposes of this Article, and specifically as to the condition set forth in Section (b) above, the late payment of rent or other failure to fully and timely perform Tenant's obligations under this Lease shall work a forfeiture of the right to extend the Lease Term. In the event 20 Landlord has served two or more demand for payment notices under Section (a) of Article XIX hereinabove in any one Lease Year, or three such notices during any two Lease Years, such fact shall be conclusive proof of Tenant's failure to fully and timely fulfill its obligations and shall void any and all options hereunder. The foregoing sentence shall not constitute a limitation on Landlord's right to decline acceptance of the exercise of any option, but is a specific recitation and agreement as to one set of circumstances which shall void any options. The provisions of this Paragraph shall be controlling in the event of any conflict with the nonwaiver provision of Paragraph J of Article XXVII hereinbelow. If Tenant elects to exercise an option hereunder, it shall do so by giving Landlord written notice of such election at least six months before the beginning of the additional period for which the Lease Term is to be extended by the exercise of such options. If Tenant gives such notice, the Lease Term shall be automatically extended for the additional period of years covered by the option so exercised without execution of an extension or renewal lease. The failure of Tenant to exercise its option for the first additional period shall conclusively waive its option for subsequent additional periods, if any. ARTICLE XXVII MISCELLANEOUS A. Covenant Dependency.. The obligations of Tenant to pay rent hereunder is independent of each and every other covenant, duty or obligation of Landlord herein, and is not subject to deduction or offset. B. Liens. Tenant shall not permit mechanic's, materialmen's or other liens against the Center in connection with any labor, materials, equipment or services furnished or claimed to have been furnished. If any such lien shall be filed against the Center, Tenant shall cause it to be discharged at its sole cost and expense; provided, whoever, that if Tenant desires to contest any such lien, it may do so, so long as the enforcement thereof is stayed. In the event such a stay is obtained Tenant shall obtain title insurance in the amount of the lien or liens (including interest and costs) for the benefit of Landlord should Landlord desire the same for any period during which a lien or liens exist on the Center. In such event, Tenant shall, if necessary, pay required title insurance premiums, pay escrow costs and fees, pay the attorneys' fees of Landlord and sign indemnity agreements in favor of the title insurer. C. Relationship of Parties. Nothing contained herein shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or a partnership or a joint venture between the parties hereto, it being agreed that neither the method or computation of rents nor any other provisions set forth herein nor any acts of the parties herein shall be deemed to create any relationship between the parties hereto other than the relationship of Landlord and Tenant. 21 D. Representation. Tenant acknowledges and agrees that it has not relied upon any statements, representations, agreements or warranties except such as are expressed in this Lease. E. Amendments or Modifications. No amendment or modification of this Lease or any approvals or permissions of Landlord required under this Lease shall be valid or binding unless reduces to writing and executed by the parties hereto in the same manner as the execution of this Lease. F. Grammatical Changes. Wherever the words "Landlord" and "Tenant" are used in this Lease, they shall include "Landlords" and "Tenants" and shall apply to persons, both men and women, companies, partnerships and corporations. Wherever the words "mortgage" or "mortgagees" are used herein the same shall be deemed to include a deed of trust or trust deed, and the word "lender" shall include a mortgagee of a mortgage or a beneficiary of a deed of trust or trust deed. All references to the Lease Term shall include any extension of the term, except as otherwise provided. All references to Tenant shall include Tenant's guarantors, assignees or sublessees. All references to the singular shall include the plural, and vice versa. G. Article and Section Headings. The Article and Section headings are inserted herein only for convenience or reference and shall in no way define, limit or describe the scope or intent of any provisions of this Lease. H. Binding Effect. Subject to the provisions hereof, the benefits of this Lease and the burdens hereunder shall respectively inure to and be binding upon the heirs, successors, personal representatives and assigns of the parties. I. Force Majeure. Whenever a period of time is herein provided for either party to do or perform any act or thing, except for the payment of monies by Tenant, there shall be excluded from the computation of such period of time any delays due to strikes, riots, acts of God, shortages of labor or any cause or causes, whether or not similar to those enumerated, beyond the parties' reasonable control or the reasonable control of their agents, servants, employees and any contractor engaged by them to perform work in connection with this Lease. I Non - Waiver. No waiver of condition or covenant of this Lease by either party hereto shall be deemed to imply or constitute a further waiver by such party of the same or any other condition or covenant. No act or thing done by Landlord or Landlord's agents during the Lease Term shall be deemed an acceptance of a surrender of the Leased Premises; and no agreement to accept such surrender shall be valid unless signed in writing by Landlord. The delivery of Tenant's keys to any employee or agent of Landlord shall not constitute a termination of this Lease unless a written agreement has been eniered into with Landlord to the effect. No payment by Tenant, nor receipt from Landlord, or a lesser amount than Minimum Rent herein stipulated shall be deemed to be other than on account of the earliest stipulated rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent, be deemed an accord and satisfaction, and Landlord shall accept such check for payment without prejudice to Landlord's right to recover the balance of such rent or pursue any other remedy available to Landlord. If this Lease is assigned, or if the Leased Premises or any part thereof is sublet or occupied by anyone other than Tenant, Landlord may collect rent from the assignee, 22 subtenant or occupant and apply the net amount collected to the rent herein reserved, but no such collection shall be deemed a waiver of the covenant herein against assignment and subletting, or the acceptance of the assignee, subtenant or occupant as tenant or a release of Tenant from the complete performance by Tenant of the covenants herein contained on the part of Tenant to be performed. K. Reimbursement of Attorneys' Fees and Costs. In the event either party takes legal action against the other in order to enforce the terms of this Lease, the party in whose favor judgment is entered shall be entitled to recover from the other party its reasonable attorneys' fees and costs. L. Short Form Lease and Notice to Mortgagee. Landlord and Tenant agree not to place this Lease of record, but upon the request of either party, to execute and acknowledge so the same may be recorded a short Lease indicating the names and respective addresses of Landlord and Tenant, the Leased Premises, the Lease Term, the dates of the commencement and termination of the Lease Term and options for renewal, if any, but omitting rent and other terms of this Lease. Tenant agrees to an assignment by Landlord of rents and of Landlord's interest in this Lease to a mortgagee, if the same be made by Landlord. Tenant further agrees that Tenant will give to said mortgagee a copy of any request for performance by Landlord or notice of default by Landlord, and in the event Landlord fails to cure such default, Tenant will give said mortgagee a reasonable period in which to cure the same. Said period shall begin with the last day on which Landlord could cure such default before Tenant exercises any remedy by reason of such default. M. Changes in Provisions of Lease, Lender - Insurer Documents It is understood that Landlord may obtain financing from a lender with respect to the Center. Tenant agrees to make, within five days of Landlord's request, any modifications in the terms and provisions of this Lease, if not relating to amounts of monies to be paid by Tenant, in order to comply with any request of such lender, and to execute such documents as are necessary to obtain financing and insurance. N. Liquor License. Tenant agrees not to protest any application by Landlord or any other tenants who may apply for a liquor license for use within the Center. O. Status Statement of Lease. Tenant agrees, within five days of request by Landlord from time to time, to execute, acknowledge and deliver to Landlord a statement in writing certifying, if such is the case; that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same are in full force and effect as modified and stating the modifications), stating the Lease Commencement Date, stating that Tenant has accepted and occupied the Leased Premises, that Tenant has not paid rent in advance, that Tenant is not aware of prior assignment of this Lease by Landlord, that Tenant has no offsets against the rent or claims against Landlord, the amount of monthly rent due, and the date to which Minimum Rent and other charges have been paid. P. Enlarging the Center. Tenant acknowledges that Landlord hereby reserves the right from time to time to enlarge the Center by constructing other buildings on portions of the 2 3 property with or without any new Common Areas, and by including within the existing Center other properties now or hereafter owned or leased by Landlord adjacent to the Property, and constructing on such additional property buildings and Common Areas. In this event, such new buildings, properties and Common Areas shall be treated as though they were originally a part of the Center and at the election of Landlord all common expenses, utility costs, real property taxes and other pro rata payments herein required of Tenant shall be applicable to such enlarged area and all improvements now or hereafter thereof, provided that in such event, Tenant's pro rata share shall be appropriately adjusted to include any additional square footage contained in such new buildings or comprising additional properties added to the Center. Until Landlord makes such election, Tenant's pro rate share shall continue as thorough such enlargement had not occurred. Landlord shall have the right to build or relocate buildings and improvements on the Common Areas as Landlord deems necessary in its sole discretion. Q. Easements. Landlord shall have the right to grant any easements on, over, under and above the Leased Premises for such purposes as Landlord determines, provided that such easements will not materially interfere with Tenant's business. R. Holding Over. In the event that Tenant remains in possession after the expiration of this Lease, without execution of a new Lease, Tenant shall be deemed to occupy the Leased Premises as a tenant from month to month, subject to all conditions, provisions and obligations set forth herein insofar as the same are applicable to a month -to -month tenancy, except that Minimum Rent shall increase to 200.0 percent of Minimum Rent for the last year of the Lease Term or any extension thereof. In addition, Tenant shall pay any damages and hold Landlord harmless from any liability incurred in connection with any claims made by any succeeding occupant based on delay of possession. S. Time of the Essence. Time is of the essence hereof, and each party shall perform its obligations and conditions hereunder within the time hereby required. T. Unenforceability. If any clause or provision of this Lease is illegal, invalid or unenforceable under present or future laws effective during the Lease Term, it is the intention of the parties hereto that the remainder of this Lease shall not be affected thereby, and it is also the intention of the parties to this Lease that in lieu of each clause or provision of this Lease that is illegal, invalid or unenforceable, there be added as a part of this Lease a clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be possible and be legal, valid and enforceable. U. Provisions Negotiated and Independent: Attorney Disclaimer. Each and every provision of this Lease has been independently, separately, and freely negotiated by the parties as if this Lease were drafted by both Landlord and Tenant. The parties, therefore, waive any statutory or common law presumption which would serve to have this document construed in favor or, or against, either party. V. Rights and Remedies. The remedies of Landlord shall be cumulative, and no one of them shall be construed as exclusive of the other or any remedy provided by law or equity. The rights and remedies provided hereunder shall survive the termination of this Lease. 24 W. Corporate Authority. Tenant, if a corporation, represents and warrants that it has full corporate power and authority to enter into this Lease Agreement and has taken all corporate action necessary to carry out the transaction contemplated hereby, so that when executed this Lease constitutes a valid and binding obligation enforceable in accordance with its terms. Tenant, if a corporation, shall provide Landlord its corporate resolution authorizing execution of this Lease at the time of said execution. X. Financial Statements. Tenant and any guarantors of Tenant's obligations hereunder shall provide their most recent financial statement(s) including statements of income and expense and statements of net worth within 15 days following the request of Landlord. Landlord may request said statements once during any year. Said statements shall be verified as being true and correct. Y. Limitation of Landlord Liability. In no event shall Landlord be liable to Tenant for any failure of any other tenant in the Center to operate its business. Notwithstanding anything to the contrary contained in this Lease, it is specifically understood and agreed, such agreement being a primary consideration for the execution of this Lease by Landlord, that there shall be absolutely no personal liability on the part of Landlord, or any owners of an interest in Landlord's business, their successors, assigns, legally appointed representatives, or any mortgagee in possession (for the purposes of this Paragraph collectively referred to as "Landlord") with respect to any of the terms, covenants and conditions of this Lease, and that Tenant shall look solely to the equity of Landlord in the Center for the satisfaction of each and every remedy of Tenant in the event of any breach by Landlord of any of the terms, covenants and conditions of this Lease to be performed by Landlord, such exculpation of liability to be absolute and without any exception whatsoever. Z. Interpretation and Venue. The terms of this Lease shall be governed by and interpreted according to the laws of the State of Colorado. Tenant consents to the enforcement by Landlord of Tenant's obligations hereunder in the County Court and /or District Court in and for the County of Eagle, Colorado. AA. Exhibits. The following Exhibits attached to this Lease are incorporated herein and made a part hereof by this reference thereto: Exhibits: A. Legal Description of Center B. Lease Plan In the event that any Exhibits mentioned in this Lease are not attached hereto, the intention to omit them shall be conclusively presumed and their absence shall not vitiate this Lease. 25 IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year first above written. LANDLORD: Helmut A. Lifischkies d/b /a Eagle -Vail Industrial Center TENANT: � _ _ /�.� 26 EXHIBIT A (Attached to and made a part of Eagle -Vail Industrial Center Lease dated as of November 1, 1997 by and between Helmut A. Lilischkies d/b /a Eagle -Vail Industrial Center and Town of Avon) LEGAL DESCRIPTION The Land Real property located in the County of Eagle, State of Colorado, to wit: Township 5 South - Range 81 West An area of land located in the NW 1/3 of Section 16, lying between the North Right -of- way line of U.S. Highway I -70 Right -of -way #1871 -18 and the South Right -of -way line of old U.S. Highway 24, Right -of -way #940 -9 (currently being used as a service road on the north side of U.S. Highway I -70) and lying between the east Right -of -way line of the Colorado Ute Substation Site addition Right -of -way #1920 -19 and the west boundary line of Lease No. S -34422 issued to Hoe & Grow, Inc. 27 EXHIBIT B (Attached to and made a part of Eagle -Vail Industrial Center Lease dated as of November 1, 1997, by and between Helmut A. Lilischkies d/b /a Eagle -Vail Industrial Center and Town of Avon) LEASE PLAN Bldg C &D Sections 3 -12 28 HAL EAGLE -VAIL INDUSTRIAL CENTER HELMUT A. LILISCHKIES P.O. BOX 3119 AVON, CO 81620 (970) 926 -2478 FAX: (970) 926 -4066 August 7, 1995 William D. James, Town of Avon P.O. Box 975 Avon, CO 81620 Town Manager RE: Eagle -Vail Industrial Center Lease Dear Mr. James: RECEIVED AUG - 9 1995 TOWN OF AVON Pursuant to the terms of your Lease Agreement with the Eagle - Vail Industrial Center for the space designated as Buildings C & D, Sections 3 -12, the lease has expired on July 31, 1995. Enclosed is an Extension of Term and Minimum Rent increase. Please let me know if you have any questions or concerns regarding the document. If acceptable, please sign and return one of the original executed Extensions. I look forward to continuing our relationship. Sincerely, Helmut A. Lilischkies Enclosure E E EAGLE -VAIL INDUSTRIAL CENTER HELMUT A. ULISCHKIES P.O. BOX 3119 AVON, COLORADO 81620 303 - 926 -2478 303 - 926 - 4066 -FAX Town of Avon P. 0. Bog 975 Avon, CO 81620 ACCOUNT NO. DATE TOTAL AMOUNT DUE $17,062.50 AMOUNT ENCLOSED $ RETURN THIS PORTION WITH PAYMENT PREVIOUS BALANCE ► DATE . V "fiw = - DESCRIPTION .; j r •�_ CHARGES CREDITS BALANCE August, 1995, monthly rent: Damage Deposit $ 8,531.25 Storage Barn $ 8.531.25 CURRENT $17,062-50 CURRENT, a+� -30 DAYS j� PAST DUE. =�60 DAYS61 PAST DUE -S0 DR.'S PAST DUEPAST .._ _ OVER 90 DAYS DUE i -A AMOUNT DUE f _ - $17,062.50 TERMS: Invoice Due Upon Receipt. 18% Annual Interest Charged On All Past Due Accounts. i FA_�_d; .r` �av To NESS CUSTOM— printing service TOLL FFEE + o00 -d3q NEBS. Inc.. Pete bwo gn. Nn rn4sa. EAGLE -VAIL INDUSTRIAL CENTER LEASE EXTENSION OF TERM Property designated as Buildings C & D, Sections 3 -12 The Term of the Lease Agreement dated August 1, 1991, is hereby extended for an additional one year period beginning at twelve o'clock noon on August 1, 1995, and extending until twelve o'clock noon on July 31, 1996. MINIMUM RENT The Minimum Rent and Common Costs are hereby adjusted to $102,375.00 which amount shall be payable in equal monthly installments of $8,531.25. This is based on $9.00 sq ft for rent and $1.50 sq ft for common costs. The first payment due August 1, 1995 will include the rent and a damage deposit equal to one month's rent. LANDLORD: oo Helmut A. Lilischkies d /b /a Eagle -Vail Industrial Center TENANT: TOWN OF AVON EAGLE -VAIL INDUSTRIAL CENTER LEASE EXTENSION OF TERM Property designated as Buildings C & D, Sections 3 -12 The Term of the Lease Agreement dated August 1, 1991, is hereby extended for an additional one year period beginning at twelve o'clock noon on August 1, 1995, and extending until twelve o'clock noon on July 31, 1996. MINIMUM RENT The Minimum Rent and Common Costs are hereby adjusted to $102,375.00 which amount shall be payable in equal monthly installments of $8,531.25. This is based on $9.00 sq ft for rent and $1.50 sq ft for common costs. The first payment due August 1, 1995 will include the rent and a damage deposit equal to one month's rent. I-DWO) D Helmut A. Lilischkies d /b /a Eagle -Vail Industrial Center TENANT: TOWN OF AVON EAGLE -VAIL INDUSTRIAL CENTER LEASE EXTENSION OF TERM The Term of the Lease Agreement dated August 1, 1991, is hereby extended for an additional one year period beginning at twelve o'clock noon on August 1, 1994, and extending until twelve o'clock noon on July 31, 1995. MINIMUM RENT The Minimum Rent is hereby adjusted to $83,728.83, which amount shall be payable in equal monthly installments of $6,977.40. LANDLORD: 0 X�Zd, l HELMUT A. LILISCHKIES D /B /A EAGLE -VAIL INDUSTRIAL CENTER TENANT: TOWN OF AVON By: o — Town ��Mn r ��� EAGLE • VAIL INDUSTRIAL CENTER EAGLE -VAIL INDUSTRIAL CENTER LEASE EXTENSION OF TER-1 The term of the Lease Agreement dated August 1, 1991, is hereby extended for an additional one year period beginning at twelve o'clock noon on August 1, 1993, and extending until twelve o'clock noon on July 31, 1994. MINIMUM RENT The Minimum Rent is hereby adjusted to an annual rate of $81,846.37, which amount shall be payable in equal monthly installments of $6,820.53• 11NERN1) I7.i� Helmut A. Lilischkies d b a Eagle -Vail Industrial Center TENANT: TOWN OF AVON BY: William D. s, Town Manager 2575 DAVOS TRAIL VAIL, COLORADO • 81657 303 476 • 0241 EAGLE -VAIL INDUSTRIAL CENTER LEASE THIS LEASE is entered into as of the 1st day of August, 1991, in Eagle County, Colorado, by and between HELMUT A. LILISCHKIES d /b /a EAGLE -VAIL INDUSTRIAL CENTER (hereinafter referred to as "Landlord "), whose address is 2575 DAVOS Trail, Vail, Colorado 81657, and TOWN OF AVON (hereinafter referred to as "Tenant "), whose address is P. O. Box 975, Avon, Colorado 81620. A I T N E S S E T H: In consideration of the premises, the mutual covenants hereinafter contained, and each and every act to be performed hereunder by them, Landlord and Tenant hereby enter into the following Lease pertaining to the hereinafter described premises: ARTICLE I LEASED PREMISES Landlord hereby lets and demises to Tenant and Tenant hereby leases from Landlord for the term and upon the terms and conditions set forth in this Lease, 9,750 square feet of floor space (the "Leased Premises ") located in a building (the "Building ") constructed on a portion of that certain real property located in Eagle County, Colorado, the exact legal description of which is set forth on Exhibit A (the "Property ") attached hereto. The location of the Leased Premises within the Building is outlined on Exhibit B attached hereto. The Building and Property together with the surrounding "Common Areas ", as defined in Article V hereinbelow, and other buildings may be referred to hereinafter as the "Center ". The use and occupation by Tenant of the Leased Premises shall include the use in common with others entitled thereto of the Common Areas, employees' parking areas, service roads, loading facilities, sidewalks, customer car parking areas, and other facilities as may be designated from time to time by Landlord, subject, however, to the terms and conditions of this Lease and to reasonable rules and regulations for the use thereof prescribed from time to time by Landlord. However, the areas, road and facilities described herein shall not be deemed to be a portion of the Leased Premises in any manner whatsoever. It is the purpose and intent of Landlord and Tenant that the return to Landlord under this Lease shall be absolutely "net" so that the share of all costs directly or indirectly attributable to the Leased Premises shall be the obligation of Tenant. ARTICLE II TERM The term of this Lease (the "Lease Term ") shall be for a period of one year beginning at twelve o'clock noon on August 1, 1991, (the "Lease Commencement Date ") and extending until twelve o'clock noon on July 31, 1992; provided, however, if the Lease Commencement Date occurs on a day other than the first day of a month, the Lease Term shall be measured from the first day of the month next following the month in which the Lease Commencement Date occurs. In this event, "Minimum Rent ", as defined in Article III hereinbelow, shall be prorated for such partial month, on a per diem basis, and shall be due and payable on the Lease Commencement Date. ARTICLE III MINIMUM RENT Tenant covenants and agrees to pay a fixed minimum rent ( "Minimum Rent ") for the Leased Premises for the full Lease Term at the annual rate of $79,462.50 (plus rental payments for any partial month of occupancy prior to the commencement of the first "Lease Year ", as defined hereinbelow), which amount shall be payable in equal monthly installments of $6,621.88 per month, without setoff or deduction, without notice or demand, in advance, on or before the first day of each month during the Lease Term at the address of Landlord first written above or at such other address or addresses as Landlord may hereafter determine by notice to Tenant; provided, however, that Minimum Rent and the monthly installment thereof shall be adjusted annually for each Lease Year as set forth in the next following Paragraph. For the purposes of this Lease, the term "Lease Year" shall mean 12 consecutive months starting with the first day of the Lease Term. Tenant agrees that Minimum Rent shall be adjusted each Lease Year for the next succeeding Lease Year in the same percentage by which the Consumer Price Index (1982 -84 =100) (the "Index ") published by the Bureau of Labor Statistics of the United States Department of Labor, and specifically that portion of the Index relating to the U. S. City Average for All Items for All Urban Consumers, increases or decreases during the preceding Lease Year. For purposes of calculating the percentage increase or decrease, the reporting periods of the Index to be used shall be that period immediately preceding the date of adjustment and that V, period immediately preceding the date 12 months prior to the date of adjustment. Such adjusted Minimum Rent shall be the Minimum Rent for the next succeeding Lease Year. The first adjustment to Minimum Rent shall occur for the second Lease Year. However, notwithstanding the above, in no event shall Minimum Rent for any part of the Lease Term be less than Minimum Rent for the initial Lease Year. If publication of the Index shall be discontinued or the portion thereof relating to the U. S. City Average be discontinued, the parties hereto shall thereafter accept comparable statistics on the cost of living for the United States, as they shall be computed and published by an agency of the United States, or by a responsible financial periodical or recognized authority then to be selected by Landlord. In the event of use of comparable statistics in place of the Index, or publication of the Index figures at other than monthly intervals, there shall be made in the method of computation herein provided for, such revisions as the circumstances may require to carry out the intent of these provisions. ARTICLE IV TAXES AND ASSESSMENTS In addition to Minimum Rent, Tenant shall pay to Landlord as additional rent, at the same time and in the same manner as provided for payment of Minimum Rent, Tenant's estimated pro rata share ( "Tenant's Share ", as hereinafter defined) of all of the real property taxes (on land and improvements) or any tax levied in lieu thereof on or in addition thereto, or due to the ownership or operation of the Center levied, assessed or allocated (including any special assessments created by formation of a special improvement district or created in any other manner) for any period included in the Lease Term or any extensions thereof, and also Tenant's Share of all such taxes levied or assessed thereon for any period, part of which is included in the Lease Term or any extensions thereof. For purposes of this Lease, "Tenant's Share" shall mean a fraction, the numerator of which is the number of square feet in the Leased Premises and the denominator of which is the total square footage of all building space owned and held for rental purposes by Landlord from time to time on the Property. For the tax years in which this Lease commences and terminates, Tenant's obligations pursuant to this Article shall be apportioned, on a per diem basis, in such prorations as Tenant's tenancy of the Leased Premises bears to 365 days. Tenant's Share shall be based upon estimates made by Landlord of projected taxes due for the subject calendar year. The difference between the estimated taxes and assessments and the actual taxes and assessments due shall be accounted for by Landlord within 60 days following notice to Landlord of the actual charges for the subject year, and the necessary refund by 3 Landlord or additional payment by Tenant in the amount of the difference shall be paid within 30 days following notice to Tenant of the amount due; provided, however, that no refund shall be paid Tenant should Tenant be in default on any of its leasehold obligations hereunder. This Article shall not be deemed or construed to require Tenant to pay or discharge any inheritance or estate taxes or taxes upon inheritance or right of succession which may be levied against any estate or interest of Landlord, even though such taxes shall become a lien against the Leased Premises. During the Lease Term, Tenant shall pay, prior to delinquency, all taxes assessed against and levied upon fixtures, furnishings, equipment and all other personal property of Tenant contained in the Leased Premises, and Tenant shall cause said fixtures, furnishings, equipment and other personal property to be assessed and billed separately from the property of Landlord. If any such taxes are levied against the Landlord or Landlord's property and if Landlord pays the same (which Landlord shall have the right to do regardless of the validity of such levy), or if the assessed value of the Leased Premises is increased by the inclusion therein of a value placed on such property, and if Landlord pays the taxes based on such increased assessment (which Landlord shall have the right to do, regardless of the validity thereof), Tenant, upon demand and as additional rent, shall pay to Landlord the taxes so levied against Landlord or the proportion of such taxes resulting from such increase in the assessment. ARTICLE V COMMON AREAS As the term is used herein, the "Common Areas" shall mean all those areas of the Center on which buildings have not been built including, without limitation, parking areas. Tenant shall not at any time interfere with the rights of Landlord or others entitled to similar use of the Common Areas. All of the Common Areas furnished by Landlord shall be subject to the reasonable control and management of Landlord who shall have the right, but not the obligation, from time to time to establish, modify and enforce reasonable rules and regulations with respect thereto. Tenant agrees to abide by all such rules and regulations. Landlord further reserves the right to change the area, to rearrange the area, and to restrict or eliminate the use of, any of the Common Areas, and do such other acts in and to the Common Areas to change the location of building areas in the Center as Landlord shall determine, provided that the number of parking spaces as required hereunder shall remain substantially the same. All such actions, including such action or inaction as to rules and regulations for the Common Areas, shall not be 4 deemed an eviction of Tenant or a disturbance of Tenant's use of the Leased Premises. Notwithstanding anything contained in this Lease to the contrary, at no time shall Tenant or its employees, agents, customers or invitees occupy or use more than 10 parking spaces provided for common use in the parking area. Landlord may, at its sole and exclusive discretion, designate from time to time the parking spaces to be used by Tenant and its employees, agents, customers and invitees, and Tenant shall thereafter be responsible to insure that Tenant and its employees, agents, customers and invitees park only in the designated spaces. Tenant shall not at any time keep or store any item whatsoever on the Common Areas including, without limitation, trash (except in trash dumpsters in designated areas), work in progress, equipment or inoperable vehicles. No merchandise and /or services shall be displayed, sold, leased, stored or offered for sale or lease within the Common Areas, except for occasional promotions, if any, first approved by Landlord. The foregoing provisions shall not prohibit the installation of minor convenience facilities such as mailboxes, public telephones, benches, or public transportation shelters, as Landlord may from time to time deem appropriate to construct or permit to be constructed on the Common Areas. No signed vehicle shall be parked in the Common Areas (except in any service area) for longer than two hours, except for loading and unloading purposes. The foregoing provision shall not prohibit the temporary parking of any delivery vehicles (including trailers), within the designated service area (provided, however, no trailer shall be left in any service area for a period in excess of 48 hours), nor shall it prohibit the creation of an outside sales area that is enclosed by a security fence which has been approved by Landlord, in its sole discretion. Tenant covenants and agrees to pay as additional rent Tenant's Share of all costs and expenses incurred by Landlord in operating and maintaining the Common Areas, the sewer and water systems supplying the Center, access roads, and other areas actually used or available for use by Tenant and its employees, agents, servants, customers and other invitees including, without limitation, costs of, gardening and maintaining the landscaping, the cost of replacement of plants and planters, the cost of fire, casualty, public liability and property damage insurance, repairs and maintenance, replacements, line painting, sealing, resurfacing, lighting, all repair and replacement costs and service charges relating to any utility service, pumps and /or service lines, which utility service lines do not service the Leased Premises exclusively, sanitary control, clearing, removal of snow, trash, rubbish, garbage and other refuse, interest on any funds advanced, depreciation on machinery and equipment used in such maintenance, the cost of personnel to implement such a services, to direct parking, to provide security, and to police the Common Areas and parking areas, any management fees charged by any party employed to manage the Center, plus 15% of all of the foregoing costs to compensate Landlord for its administrative and overhead expenses (excluding from such 15% mark -up expenses for management fees, interest, costs of acquiring equipment or other capital assets, all costs of administration by Landlord, except as expressly provided above and items of expense commonly known and designated as "carrying charges "). The liability of Tenant for the payment of such costs shall commence on the Lease Commencement Date. Said costs shall be paid as additional rent in advance on the first day of the month at the same time and place stated for the payment of Minimum Rent. Landlord reserves the right to increase the Common Area maintenance charges in order to create a reserve fund from which Landlord can pay extraordinary Common Area maintenance costs. Notwithstanding anything contained herein to the contrary, Landlord shall not include in the Common Area maintenance charge any maintenance, repair or removal cost pertaining to any Common Area (except parking areas) that is used solely and exclusively by only one tenant of the Center including, without limitation, any underground storage tanks. Tenant's Share shall be based on Landlord's estimates of said costs. The difference between the estimated costs and actual costs shall be accounted for by Landlord at Landlord's office, within 60 days following the end of Landlord's fiscal year or within 60 days following termination of, or Tenant's default under the provisions of this Lease, and the necessary refund by Landlord or additional payment by Tenant, in the amount of the difference shall be paid within 30 days following notice to Tenant of the amount due; provided, however, no refund shall be paid Tenant should Tenant be in default on its leasehold obligations. ARTICLE VI MAINTENANCE OF THE BUILDINGS AND REPAIRS Landlord shall keep the roofs, foundations, the outer walls (excluding all glass windows and window frames and doors), gutters and downspouts of all building on the Center in good repair; provided, however, that if Landlord shall be called upon to make any such repairs occasioned by the negligent act or omission of Tenant, its employees, agents, servants, customers and other invitees, the total cost and expense of such repairs shall be borne by Tenant, and such costs shall not be prorated among other tenants of the Center. Subject to the previous sentence pertaining to Tenant's negligence, Tenant shall pay Tenant's Share of all costs of such roof, foundation and wall repair and replacement. Landlord shall be paid 15% of such costs to compensate Landlord for its administrative and overhead 0 expenses. Landlord may enter into a mechanical system inspection service contract with a reputable service company, and Tenant shall pay Tenant's Share of the costs of said service contract plus 15% of said costs to compensate Landlord for its administrative and overhead expenses. Landlord may enter into contracts for the cleaning of all windows in the Center and for sweeping of and removal of snow from sidewalks adjacent to the Leased Premises, for which Tenant shall similarly pay Tenant's Share of the costs thereof plus 15% of said costs to compensate Landlord for its administrative and overhead expense. Tenant shall pay Tenant's Share of all costs of any replacements or repairs resulting from determinations made by Landlord or the inspection service (plus 15% of said costs to compensate Landlord for its administrative and overhead expenses), and shall keep the heating, ventilating, and other mechanical appurtenances and equipment in good order, operating condition and repair, including replacement, if necessary. Tenant, at its own cost and expense, shall maintain, replace, repair and keep all parts of the interior of the Leased Premises (which include, without limitation, interior wall surfaces, doors, door hardware, plumbing, electrical, and mechanical equipment within the Leased Premises) in good order, operating condition and repair. Tenant shall also keep the Leased Premises in a clean, sanitary and safe condition in accordance with all directions, rules and regulations of any health officers, building inspectors or other proper officers of the governmental agencies having jurisdiction and shall dispose of all trash and waste materials in outside trash containers. Tenant shall flatten all boxes for dumping of trash. Tenant shall comply with all requirements of law, ordinances and other rules and regulations that affect the Leased Premises. Tenant shall permit no injury to the Building, the Leased Premises or the Center, and shall, at its own cost and expense, replace with glass of the same quality any damaged or broken glass including, without limitation, plate glass or other breakable materials used in structural portions of any interior or exterior windows and doors on the Leased Premises. In addition, Tenant shall, at is own cost and expense, replace any light bulbs, frames, ballasts, and accessory parts thereof on the Leased Premises that may be broken or damaged during the term hereof. At the expiration of the Lease Term, Tenant shall surrender the Leased Premises broom clean in as good order as the same is on the day Tenant first opened for business to the public, reasonable wear and tear excepted. If Tenant refuses or neglects to commence repairs within 10 days after written demand by Landlord, or fails to adequately complete such repairs within a reasonable time thereafter, Landlord may, in addition to any other remedy Landlord may have, make the repairs without liability to Tenant for any loss or damage that may occur to Tenant's property or business by reason 7 thereof, and if Landlord makes such repairs, Tenant shall pay to Landlord on demand as additional rent the costs thereof with interest at the rate of 18.0 percent per annum from the date of payment by Landlord until paid in full by Tenant. ARTICLE VII UTILITIES At all times during the Lease Term, Tenant, in addition to the rents required hereunder, shall pay, prior to delinquency, the costs of all utilities including, without limitation, gas, propane, electricity, water and sewer used and consumed by Tenant, its employees, agents, servants, customers and other invitees in the Leased Premises, and to the extent possible shall contract for the same in its own name and on separate meters. The cost of installation of such meters shall be borne solely by Tenant. The cost of any conversion of utilities to other energy sources shall be borne by Tenant. Throughout the duration of Tenant's occupancy of the Leased Premises, Tenant shall keep such meters and installation equipment in good working order and repair at Tenant's sole cost and expense. Failure to do so may allow Landlord to cause such meters and equipment to be replaced or repaired, and collect the cost thereof from Tenant as additional rent. If such utility charges cannot be separately metered or separately determined, Tenant agrees to pay Tenant's Share thereof, which shall be paid on the first day of the month at the same time and in the same manner provided for payment of Minimum Rent. Landlord does not warrant or guarantee the continued availability of any or all of the utility services necessary or desirable for the use of the Leased Premises by Tenant. In no event shall the interruption, diminution or cessation of such availability be construed as an actual or constructive eviction of Tenant, nor shall Tenant be entitled to any abatement of its rent obligations under this Lease on account thereof. In the event that a deposit is required by a public or quasi- public organization in order to furnish or agree to furnish any service to the Leased Premises, Tenant agrees and covenants to pay such charge or deposit or Tenant's Share thereof. Any money so paid shall not entitle Tenant to an offset or reduction of its rent liability under this Lease, nor shall Landlord be obligated to return, repay or credit Tenant for any money so paid. Landlord reserves the right to stop the service of any or all of the utilities hereinabove described when, in Landlord's sole discretion, such stoppage is necessitated by reason of accident, repairs, inspections, alterations or improvements, until any of the same have been completed. In such event, Landlord shall not be deemed guilty of a breach of this Lease, 8 nor shall Tenant be entitled to any abatement of its rent obligations under this Lease on account thereof. ARTICLE VIII CARE OF LEASED PREMISES Tenant agrees: to abide by all reasonable rules and regulations adopted by Landlord with regard to its occupancy of the Leased Premises and its use of the Common Areas; not to commit any waste upon the Leased Premise or overload the floors thereof; to keep the Leased Premises well- lighted and in a neat and clean condition; and not to conduct any auction, fire, bankruptcy, liquidation or going- out -of- business sales thereon without the prior written consent of Landlord. ARTICLE IX SIGNS AND ADVERTISING Tenant shall not erect or install any type of store front, any exterior or interior window or door signs, any paper signs or signs painted on windows, or other types of signs, placards, or window blinds, or place or utilize in the store front area any trade fixtures, displays, merchandise and equipment without first having obtained the prior written consent and approval of Landlord. Tenant shall pay all costs of causing its signs to be erected and maintained. Tenant agrees that it will insert the address and telephone number of the Leased Premises in any advertising media it may use and, so far as possible, exhibit any Center logo selected by Landlord and made available to Tenant in any print or television media it may use, including, by way of illustration, Tenant's stationery, fliers and handouts. ARTICLE X USE OF LEASED PREMISES The Leased Premises shall be used and occupied by Tenant (and any subtenants and assignees of Tenant) only for a bus maintenance and repair facility and for no other purpose, except such use shall not violate any restriction or restrictive use thereto granted by Landlord to any other tenant. E ARTICLE XI ALTERATIONS AND ADDITIONS Tenant shall not, under any circumstances, make alterations or additions to the exterior of the Building. Tenant shall make no alterations or additions to the interior of the Leased Premises, including equipment or appliances installed in connection with the transmission or delivery of the utilities, without first procuring Landlord's written consent, after delivering to Landlord the plans and specifications therefor. Tenant shall promptly pay for the costs of all "Tenant's Work ", as defined hereinbelow, regardless of the cost, and shall indemnify Landlord against liens, costs, damages and expenses incurred by Landlord in connection therewith, including any attorneys' fees incurred by Landlord, if Landlord shall be joined in any action or proceeding involving such work. Landlord may, at its option, pay sums due in order to release such liens, in which event any such sums paid by Landlord shall be due to Landlord by Tenant, as additional rent, upon demand. Under no circumstances shall Tenant commence any such work until Landlord has been provided with certificates evidencing that all the contractors and subcontractors performing such work have in full force and effect adequate workmen's compensation insurance as required by the laws of the State of Colorado and public liability and builders risk insurance in such amounts and according to terms satisfactory to Landlord. Within five days after notifying Landlord of any planned erection, construction, alteration, removal, addition, repair or other improvement ( "Tenant's Work ") in the Leased Premises, Tenant shall post and keep posted until completion of Tenant's Work, in a conspicuous place upon the doors providing entrance to the Leased Premises, and shall personally serve upon such contractors or subcontractors performing the Tenant's Work, a notice stating that Landlord's interests in the Leased Premises and the Center shall not be subject to any lien for Tenant's Work. All alterations, additions, improvements and fixtures, including, without limitation, lighting fixtures, ducts, controls, diffusers, filters or other equipment for distribution of heating and cooling, and other personal property which may be made or installed by, for and on behalf of Tenant, upon the Leased Premises, and which in any manner are attached to the floors, walls, or ceilings shall become the property of Landlord at the time of installation and shall remain upon and be surrendered with the Leased Premises at the time of termination of this Lease as a part of the Leased Premises, without disturbance, molestation or injury. Any tile, linoleum or floor covering of similar character which may be cemented or otherwise adhesively affixed to the floor of the Leased Premises shall be 10 and become the property of Landlord absolutely upon installation. During the Lease Term, Tenant shall not remove or damage the above - described Tenant's Work and fixtures without the written consent of Landlord. ARTICLE XII INSURANCE Commencing with the Lease Commencement Date and each month thereafter during the Lease Term and any extensions thereof, Tenant shall pay to Landlord one - twelfth (1 /12th) of Tenant's Share of the estimated insurance premiums for an "all risk" insurance policy, with an endorsement insuring against loss of Minimum Rent (including Extended Period of Recovery, if applicable) which Landlord shall obtain, insuring the buildings and improvements of the Center for 100.0 percent of their replacement value, and premiums for any other policy of insurance (including, without limitation, public liability insurance) which Landlord or Landlord's mortgagee for the Center requires to be kept in force. Tenant's Share shall be based upon actual insurance premiums for the prior 12 -month period, if any, or if none, based upon Landlord's estimate thereof. Tenant shall, in addition, at its sole cost and expense, at all times during the Lease Term maintain the following insurance or pay the following premiums with respect to the Leased Premises: (a) fire and extended coverage insurance insuring all alterations and additions made by Tenant to the Leased Premises and all of its fixtures, inventory, furniture and equipment for the full replacement value thereof with the broadest possible coverage ( "all risk ") on a 100% co- insurance form insuring against all risks of direct physical loss and excluding only such unusual perils as nuclear attack and war, (b) public liability, bodily injury and property damage comprehensive insurance coverage insuring against claims of any and all personal injury, death_ or damage occurring in or about the Leased Premises or the sidewalks adjacent thereto, with a combined single limit coverage of not less than $400,000, (c) plate glass insurance sufficient to discharge Tenant's obligations as above provided, and (d) in the event liquor is sold on the Leased Premises in any form, Liquor Legal Liability insurance. Landlord or Landlord's mortgagee may reasonably require increases in the above - described coverage from time to time, in which event Tenant shall obtain the same and pay the costs thereof. Each such Tenant's insurance policy shall be issued by an insurance company of recognized standing, authorized to do business in the State of Colorado and satisfactory to Landlord. The policies required in the immediately above Paragraph shall name Landlord and Tenant as parties, insured -loss payees, and where applicable, be payable to Landlord and Tenant as their 11 interests may appear. If required by Landlord, such policies shall also contain a loss payable endorsement in favor of the holder of any first mortgage on the Property or portion thereof. All such policies shall provide that no cancellation or termination thereof or any material modification thereof shall be effective except on 60 days' prior written notice to Landlord, and, if applicable, said mortgagee. Certificates evidencing such insurance shall be delivered to Landlord upon the Lease Commencement Date and each anniversary thereof. Without Landlord's prior written consent, Tenant shall not carry any stock of goods or do anything in or about the Leased Premises which would in any way tend to increase insurance rates or invalidate any policy on the Leased Premises or the Building in which the same are located or carried on Landlord's operation of the Building. If Landlord shall consent to such use, Tenant agrees to pay, as additional rent, any increase in premiums for insurance against loss by standard fire and extended coverage resulting from the business carried on in the Leased Premises by Tenant. If Tenant installs any electrical equipment that overloads the power lines to the Building, Tenant shall at its own expense make whatever changes are necessary to comply with the requirements of insurance underwriters and insurance rating bureaus and governmental authorities having jurisdiction. The obligations of Tenant, as contained in this Article, shall inure directly to Landlord's first mortgagee and shall not be invalidated by any act, neglect or default of Landlord, nor by any foreclosure or other similar proceeding, nor by any change in title or ownership of the Leased Premises. ARTICLE XIII WAIVER OF SUBROGATION Landlord and Tenant agree that, if the interests on which they are required to obtain insurance in connection with the transaction contemplated hereby shall be damaged or destroyed during the Lease Term by a peril insurable under a standard fire and extended coverage policy and whether or not such damage or destruction was caused by the neglect of the other party, neither party shall have the liability to the other or to any insurer of the other (provided the terms of this Article are approved by said insurers) for, or in respect of, such damage or destruction to the extent covered by such insurance; and each party shall attempt to require all policies of material damage insurance carried by such party during the Lease Term to be endorsed with a provision in and by which the insurer designated therein shall waive its right of subrogation against the other. The waiver of subrogation hereby required shall extend only to the risks insured by the policies required hereby. 12 ARTICLE XIV DESTRUCTION OF OR DAMAGE TO LEASED PREMISES In case the Leased Premises or the Building shall be partially or totally destroyed by fire or other peril insurable under standard fire and extended coverage insurance so as to become partially or totally untenantable, the same shall be repaired as speedily as possible at the expense of Landlord, to the extent of insurance proceeds available, unless Landlord shall elect not to rebuild as hereinafter provided; or, if the remainder of the Lease Term is less than 12 months, Landlord shall not be required to rebuild if Tenant fails to exercise (within 15 days following notice from Landlord of demand to do so) the next option, if any, to extend the Lease Term which may be available, and if no such option is available, Landlord may terminate this Lease upon the date of the damage or destruction. In case the Leased Premises or the Building in which the Leased Premises are situated shall be destroyed or so damaged by fire or other peril insurable under standard fire and extended coverage insurance as to render more that 33.0 percent of the Leased Premises or 33.0 percent of the Building untenantable, Landlord may, at its election to be exercised by notice given to Tenant not more than 30 days after the occurrence of the damage, terminate this Lease. If Landlord shall not so elect, Landlord shall, as promptly as may be reasonable, repair, rebuild or restore any such damage suffered in the Leased Premises; provided, however, that Landlord's obligation shall be limited to restore the Leased Premises to their original condition as of the Lease Commencement Date but only to the extent allowed by available insurance proceeds. In case of casualty to the Leased Premises resulting in damage or destruction which casualty is not insured against, Landlord shall be under no obligation to restore, replace, or rebuild the Leased Premises, and this Lease shall be deemed terminated on the 30th day after such casualty and of no further force and effect as of the date of such casualty, unless Landlord elects to restore, repair, replace and rebuild the Leased Premises and so notifies Tenant in writing within 30 days after such casualty; in which event, this Lease shall continue in full force and effect during the period of such restoration, repairing, replacing or rebuilding. Furthermore, if Landlord so elects to restore, repair, replace or rebuild the Leased Premises, Landlord shall proceed with reasonable diligence to do so and place the Leased Premises in substantially the same condition as of the date they are declared Ready for Occupancy. 13 If such damage or destruction as described in this Article occurs, and this Lease is not so terminated by Landlord, this Lease shall remain in full force and effect, and the parties waive the provisions of any law to the contrary. Tenant shall in the event of any such damage or destruction, unless this Lease shall be terminated as provided in this Article, forthwith replace or fully repair all exterior signs, trade fixtures, equipment, display cases or other installations originally installed by Tenant. Landlord shall have no interest in the proceeds of any insurance carried by Tenant, and Tenant shall have no interest in the proceeds of any insurance carried by Landlord. In the event of any such damage or destruction, Minimum Rent, but no other rent hereunder, shall abate in that same proportion as the number of square feet rendered untenantable bears to the total number of square feet in the Leased Premises. Tenant agrees during any period of reconstruction, restoration or repair of the Leased Premises and /or of the Building to continue the operation of its business in the Leased Premises to the extent reasonably practicable from the standpoint of good business. ARTICLE XV EMINENT DOMAIN If the whole of the Leased Premises shall be acquired or condemned by eminent domain for any public or quasi- public use or purpose, the Lease Term shall cease and terminate as of the date of title vesting in such proceeding, all rent shall be paid up to that date, and Tenant shall have no claim against Landlord for the value of any unexpired Lease Term. If a part of the Leased Premises shall be acquired or condemned by eminent domain for any public or quasi- public use or purpose, and in the event that such partial taking shall be so extensive that Tenant is unable to operate in the remainder of the Leased Premises substantially the business being conducted on the Leased Premises immediately prior to such taking, then from the day of such taking and for a period of 10 days thereafter, Tenant shall have the right either to terminate this Lease and declare the same null and void by giving written notice thereof within said period to Landlord or, alternatively, to continue in the possession of the remainder of the Leased Premises under the terms herein provided, except that Minimum Rent shall be reduced in such just proportion as the nature, value and extent of the part so taken bears to the whole of the Leased Premises. In the event that Tenant shall terminate this Lease as provided hereinabove, such termination shall be as of the date of Tenant's written notice (but rent shall be due until Tenant's surrender of the Leased Premises), and Tenant shall have no claim 14 against Landlord for the value of the unexpired Lease Term, or for damages of any kind. In the event of a partial taking that is not extensive enough to render the Leased Premises unsuitable for the business of Tenant, Landlord shall promptly restore the Leased Premises to a condition comparable to its condition at the time of such taking, less the portion lost in the taking, and this Lease shall continue in full force and effect except that Minimum Rent shall be reduced in the manner provided hereinabove. As regards any obligations of Landlord described in this Article, in no event shall Landlord be required to spend an amount in excess of the amount available to Landlord from the award for any part of the Leased Premises taken. In the event of any condemnation or taking as aforesaid, whether in whole or in part, Tenant shall not be entitled to any part of the award paid for such condemnation, and Landlord shall receive the full amount of such award, Tenant hereby expressly waiving any right or claim to any part thereof including, without limitation, all damages as compensation for diminution in value of the leasehold, reversion, and fee. Although all damages in the event of any condemnation or taking are to belong to Landlord, Tenant shall have the right to claim and recover from the condemning authority, but not from Landlord, such compensation as may be separately awarded or recoverable by Tenant in Tenant's own right on account of any and all damage to Tenant's business by reason of the condemnation and for or on account of any cost or loss which Tenant might incur in removing Tenant's merchandise, furniture, fixtures, leasehold improvements and equipment. ARTICLE XVI ASSIGNMENT AND SUBLETTING Tenant shall not assign, sell, pledge, mortgage, encumber or in any manner transfer this Lease or any interest therein, nor sublet the Leased Premises or any part or parts thereof, nor permit occupancy by anyone with, through or under it, nor allow the sale or transfer of any of its capital stock (in the case of a corporation) or partnership interests (in the case of a partnership) to the extent that Tenant loses voting control of the entity existing upon execution of this Lease, nor transfer all or substantially all of Tenant's assets without the prior written consent of Landlord, which consent shall be allowed only in Landlord's sole discretion. Landlord and Tenant hereby acknowledge that this provision regarding assignment and subletting, and Landlord's discretion thereover, has been fully and freely negotiated. Tenant shall pay to Landlord a fee of $500 to compensate Landlord for the time and expense of reviewing 15 any request and documentation regarding assignment or subletting. Landlord shall have 60 days from the date of receipt of the written request of Tenant in which to determine whether or not Landlord's consent shall be granted. Landlord shall have no liability of any kind for not consenting to an assignment or subletting. In addition to any other reasons, Landlord may withhold its consent to any such assignment, letting or subletting, if such assignment, letting or subletting would result in the assignment, leasing or subleasing of: (a) Any portion of the Leased Premises to any entity which Landlord projects to have less Gross Revenues than Tenant; (b) Less than the entire Leased Premises to any subtenant; (c) The Leased Premises for a term of less than three years; (d) The Leased Premises to any party, business, or lessee who proposes to conduct a business therein which is not in conformance with the use of the Leased Premises, pursuant to Article XIII hereunder; (e) The Leased Premises to any party, business, or lessee who is then a lessee of the Center if the Landlord has or will have during the ensuing six months, suitable space for rent in the Center; (f) The Leased Premises has a rental rate less than the current prevailing market rate for comparable premises in the Center; (g) The Leased Premises to a party whose financial condition and credit rating is not equal to or better than that of Tenant (as determined in Landlord's sole discretion); or (h) The Leased Premises to a party whose business is of a character which does not, in Landlord's opinion, comport with the character of the Center. Any sublease of the Leased Premises executed by Tenant shall incorporate this Lease (the "Underlying Lease ") in its entirety and be subject to its terms. The sublease shall also require the sublessee to attorn to Landlord at Landlord's option in the "Event of Default", as defined in Article XVIII hereinbelow, by Tenant under the terms of the Underlying Lease, and Tenant does hereby grant Landlord the irrevocable power of attorney to effect the same. Consent by Landlord to one or more assignments of this Lease or to one or more sublettings of the Leased Premises shall 16 not operate as a waiver of Landlord's rights under this Article as to any subsequent assignment or subletting, nor release Tenant or any guarantor of Tenant of any of its obligations under this Lease, nor be construed or taken as a waiver of any of Landlord's rights or remedies under this Lease. No interest in this Lease shall pass to any trustee or receiver in bankruptcy, to any estate of Tenant, to any assignee of Tenant for the benefit of creditors, or to any other party by operation of law or otherwise without Landlord's consent. No consent to assignment or subletting shall be granted if Tenant is then in default under this Lease. Landlord shall receive all increases in Minimum Rents resulting from increases of the percentage ratio paid by an assignee or sublessee. Tenant shall not share to any extent in such rents. ARTICLE XVII LANDLORD'S SALE In the event of any sale of the Leased Premises, or real property of which the Leased Premises are a part, by Landlord including, without limitation, sales by foreclosure or a deed in lieu thereof, Landlord shall be, and is, 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 or omission occurring after the consummation of such sale; and the purchaser shall, during the period of its ownership, be deemed without any further agreement between the parties to have assumed and agreed to carry out any and all of the covenants and obligations of Landlord under this Lease. All subsequent purchasers shall similarly be freed and relieved of all liability hereunder subsequent to the date of such sale by them. In the event of any such sale, Tenant agrees to attorn to and become Tenant of Landlord's successor -in- interest. ARTICLE XVIII DEFAULT This Lease is made on the condition also that, if any one or more of the following events (an "Event of Default ") shall happen: (a) Tenant shall default in the timely payment of the Minimum Rent or any other amounts payable hereunder, and such default shall continue for 10 days; or 17 (b) Tenant shall neglect or fail to perform or observe any of the other covenants herein contained on Tenant's part to be performed or observed, and Tenant shall fail to remedy the same within 10 days after Landlord shall have given to Tenant written notice specifying such neglect or failure (or within such period, if any, as may be reasonably required to cure such default, if it is of such nature that is cannot be cured within said 10 -day period, provided that Tenant shall have commenced to effect such cure and shall proceed with due diligence to complete such cure); or (c) Tenant shall (i) be adjudicated a bankrupt or insolvent, or (ii) file or threaten to file a petition in bankruptcy or for reorganization or for the adoption of an arrangement under the Bankruptcy Act (as now or in the future amended), or (iii) make an assignment of its property for the benefit of its creditors; or (d) Tenant shall vacate or abandon the Leased Premises; then in any one or more of such events Landlord shall have the right, at its election, either: (1) To give Tenant written notice of Landlord's intention to terminate this Lease on the date of such given notice or any later date specified therein, and on such specified date Tenant's right to possession of the Leased Premises shall cease and this Lease shall thereupon be terminated; or (2) Without further notice, to re -enter and take possession of the Leased Premises, or any part thereof, and repossess the same as of Landlord's former estate, and expel Tenant and those claiming through or under Tenant, and remove the effects of either or both (forcibly, if necessary) without being deemed guilty of any manner of trespass and without prejudice to any remedies for arrears of rent or preceding breach of covenants. Should Landlord elect to re -enter as provided in this section (2), or should Landlord take possession pursuant to legal proceedings or any notice provided for by law, Landlord may, from time to time, without terminating this Lease, relet the Leased Premises, or any part thereof, on behalf of Tenant for such term or terms, and at such rent or rents, and upon such other terms and conditions as Landlord may deem advisable (which may include concessions and free rent) with the right to make alterations and repairs to the Leased Premises. No such re -entry or taking of possession of the Leased Premises by Landlord shall be construed as an election on Landlord's part to terminate this Lease, unless a written notice of termination, specifically stating Landlord's intention to terminate, be given to Tenant. 18 . In the event Landlord does not-elect to terminate this Lease, but on the contrary, elects to take possession, then such repossession shall not relieve Tenant of its obligations and liability under this Lease, all of which shall survive such repossession. In the event of such repossession, Tenant shall pay to Landlord as rent: (a) Minimum Rent and other sums as hereinbefore provided, which would be payable hereunder if such repossession had not occurred; less (b) The net proceeds, if any, of any reletting, or the value of Landlord's use, if any, of the Leased Premises after deducting all of Landlord's expenses in connection with such reletting including, without limitation, all repossession costs, brokerage commissions, legal expenses, attorneys' fees, expenses of employees, necessary alteration costs and expenses of preparation for such reletting. Tenant shall pay such rent to Landlord on the days on which Minimum Rent would have been payable hereunder if possession had not been retaken, and Landlord shall be entitled to receive the same from Tenant on each such day. If Landlord shall be required to commence any action or proceeding to collect the foregoing amounts, or to enforce any other obligation of Tenant under this Lease, Landlord shall be entitled to a reimbursement of all costs and expenses incurred in said matter including, without limitation, reasonable attorney's fees. After repossession of the Leased Premises, Landlord may procure the appointment of a receiver to take possession and collect rents and profits of the business of Tenant, and, if necessary to collect the rents and profits. The receiver may carry on the business of Tenant, and take possession of the personal property used in the business of Tenant including, without limitation, inventory, trade fixtures, and furnishings, and use them in the business without compensating Tenant. Proceedings for appointment of a receiver by Landlord, or the appointment of a receiver and the conduct of the business of Tenant by the receiver, shall not terminate and forfeit this Lease, unless Landlord has given written notice of termination to Tenant as provided herein. If, however, this Lease is terminated by Landlord, by reason of any default by Tenant, or terminated by a court of lawful jurisdiction, Landlord shall be entitled to recover as damages from Tenant the excess, if any, of Minimum Rent reserved in this Lease for the balance of the Lease Term over the then reasonable rental value of the Leased Premises for the same period, plus all of Landlord's costs of reletting the Leased Premises including, without limitation, repair, alteration and preparation of said Leased Premises for reletting, and any brokerage commission paid 19 or due to any agent of Landlord, which amounts shall be immediately due and payable by Tenant to Landlord. In addition, Landlord shall also recover from Tenant any rent exemption, free rent or excused rent which Landlord may have granted to Tenant as an inducement to Tenant's execution hereof, it being understood that Landlord's granting of such a rent holiday is in consideration of Tenant's compliance with the terms and provisions hereof. It is agreed that the then "reasonable rental value" shall be the amount of rent which Landlord may then reasonably obtain as rent for the remaining balance of the term (including concessions and free rent, if necessary). In addition, all costs incurred in connection with collecting such sum including, without limitation, reasonable attorneys' fees and costs, shall be recoverable by Landlord from Tenant. Any such damages payable to Landlord pursuant to this Paragraph shall be payable, at Landlord's option in a lump sum as aforesaid, or in equal monthly installments throughout the remainder of the Lease Term, or at the end of the Lease Term (in which event the "reasonable rental value" shall mean the actual rental received by Landlord). Notwithstanding anything contained in this Lease or in the Colorado statutes to the contrary, Tenant hereby waives any and all rights it may have to cure any Event of Default more than twice in any calendar year. ARTICLE XIX LATE RENT PAYMENT Any payment of Minimum Rent, additional rent or any obligation hereof, which may be satisfied by the payment of money, shall bear interest at the rate of 18.0 percent per annum from the date due until paid. Tenant acknowledges that late payments by Tenant to Landlord of such rent and other charges will cause Landlord to incur costs not contemplated by this Lease, the exact amount of such costs being extremely difficult and impracticable to fix. Such costs include, without limitation, processing and accounting charges, and late charges that may be imposed on Landlord by the terms of any encumbrance and notes secured by any encumbrance covering the Leased Premises. Therefore, if any installment of rent due from Tenant is not received by Landlord when due, Tenant shall pay to Landlord an additional sum of $100 as a late charge. The parties agree that this late charge represents a fair and reasonable estimate of the costs that Landlord will incur by reason of late payment by Tenant. Any acceptance of any late charge shall not constitute a waiver of Tenant's default with respect to the overdue amount or prevent Landlord from exercising any of the other rights and remedies available to Landlord. Additionally, Tenant shall pay a $25 charge for any checks written to Landlord which are returned due to insufficient funds. 20 ARTICLE XX LIEN ON PERSONALTY AND FORFEITURE OF PERSONALTY Subject to any purchase money security interest on such items, Landlord is hereby given a lien upon any and all furniture, fixtures and equipment belonging to Tenant and used at, in or upon the Leased Premises, whether acquired by Tenant before or after execution of this Lease to secure the due payment of rent and other liabilities of Tenant hereunder. Upon failure of Tenant to pay any part of such rent or other liability and after due notice as required by Article XXIII hereinbelow, Landlord without further notice or demand may possess, distrain and sell such property at public or private sale (and Landlord may be a purchaser at such sale) and otherwise avail itself of all rights and remedies then available under the Uniform Commercial Code as enacted in the State of Colorado. To accomplish the foregoing, Tenant agrees, at the request of Landlord, to execute a satisfactory security agreement and financing statement. Tenant does hereby grant to Landlord its irrevocable power of attorney for the purpose of executing such instruments, if Tenant fails to execute the same immediately upon request. Additionally or in the alternative, as the case may be, Tenant agrees that within 10 days of termination of this Lease or repossession of the Leased Premises by Landlord without termination, whichever first occurs, by way of default or otherwise, it shall remove all personal property for which it has the right to ownership. Any and all such property of Tenant not removed within said 10 -day period shall irrevocably become the sole property of Landlord. Tenant waives all rights to notice and all common law and statutory claims and causes of action which it may have against Landlord subsequent to said 10 -day period as regards the storage, destruction, damage, loss of use and ownership of the personal property affected by the terms of this Paragraph. Tenant acknowledges Landlord's need to relet the Leased Premises upon termination of this Lease or repossession of the Leased Premises, and understands that the forfeitures and waivers provided herein are necessary to aid said reletting. ARTICLE XXI SUBORDINATION This Lease shall be subject and subordinate to: (a) Lease Agreement No. S -35271 (the "State Land Lease ") dated October 1, 1973, between the State of Colorado and Landlord, as amended from time to time, (b) any reciprocal easement agreements or any other easements and (c) the lien of any mortgage in favor of the beneficiary of said mortgage, which Landlord may now or hereafter place upon the Leased Premises and the Center, and to all terms, 21 conditions and provisions thereof, to all advances made, and to any renewals, extensions, modifications, or replacements thereof. ARTICLE XXII STATE LAND LEASE RENT In the event that the annual rental payable by Landlord to the State of Colorado or its assignee under the State Land Lease should ever exceed the amount of $19,480.00, Tenant shall pay to Landlord as additional rent, in addition to Minimum Rent and at the same time and in the same manner as provided for payment of Minimum Rent, Tenant's Share of the amount of such annual rental in excess of $19,480.00. Notwithstanding anything contained herein to the contrary, in the event that the rental payable by Landlord under the State Land Lease should ever exceed $38,960.00 and Tenant, as a result thereof, is given notice by Landlord to pay Tenant's Share of an amount in excess of $19,480.00, Tenant may, at its election to be exercised by notice given to Landlord not more than 10 days after Tenant's receipt of such notice from Landlord, terminate this Lease. ARTICLE XXIII NOTICES All notices to be given hereunder by either of the parties shall be in writing. Any notice may be served by Landlord upon Tenant personally by delivering the same to an employee of Tenant, or to Tenant directly. Any notice shall also be deemed duly served by either party if mailed by certified mail, return receipt requested, with proper postage prepaid, addressed to each party at its address first written above. Either party may change the address to which notices may be sent by delivering a copy thereof to the other party in the manner aforesaid. If service shall be made by registered or certified mail, such service shall be complete as of the next day following the mailing of such notice in the manner aforesaid. ARTICLE XXIV DEPOSIT Concurrently with the execution of this Lease, Tenant has deposited with Landlord and will keep on deposit at all times during the Lease Term the sum of $0.00, the receipt of which is hereby acknowledged, as security for the payment by Tenant of the rents herein agreed to be paid and for the faithful performance of all the terms, conditions and covenants hereof. If, at any time during the term, Tenant shall be in default in the performance of any provision of this Lease, Landlord shall have the right to use said deposit, or so much thereof as necessary, 22 in payment of any rent in default as aforesaid, in reimbursement of any expenses incurred by Landlord and in payment of any damages incurred by Landlord by reason of Tenant's default, or at the option of Landlord, the same may be retained by Landlord. In such event, Tenant shall, on written demand of Landlord, forthwith remit to Landlord a sufficient amount of cash to restore said deposit to its original amount. In the event said deposit has not been utilized as aforesaid and upon full performance of this Lease by Tenant, said deposit, or as much thereof as had not been utilized for said purposes, shall be refunded to Tenant, without interest, within 60 days after Tenant's vacation of the Leased Premises. Landlord shall have the right to commingle said deposit with other funds of Landlord. Landlord may deliver the funds deposited herein by Tenant to the purchaser of Landlord's interest in the Leased Premises in the event such interest be sold, and, thereupon, Landlord shall be discharged from further liability with respect to such deposit. Said deposit shall not be considered as liquidated damages, and if claims of Landlord exceed said deposit, Tenant shall remain liable for the balance of such claims. ARTICLE XXV OPTION TO EXTEND Upon the condition that Tenant (a) is not in default at the time of the exercise of the option and (b) has, during the previous term fulfilled all of Tenant's obligations completely and in a timely manner, Landlord grants to Tenant two separate options to extend the Lease Term for two separate additional one - year periods upon the same terms and conditions herein contained; provided, however, that the Minimum Rent for each such Lease Year (12 consecutive months) of such additional period shall, unless otherwise agreed in writing, be adjusted as set forth in the second Paragraph of Article III hereinabove. For the purposes of this Article, and specifically as to the condition set forth in section (b) above, the late payment of rent or other failure to fully and timely perform Tenant's obligations under this Lease shall work a forfeiture of the right to extend the Lease Term. In the event Landlord has served two or more demand for payment notices under section (a) of Article XVIII hereinabove in any one Lease Year, or three such notices during any two Lease Years, such fact shall be conclusive proof of Tenant's failure to fully and timely fulfill its obligations and shall void any and all options hereunder. The foregoing sentence shall not constitute a limitation on Landlord's right to decline acceptance of the exercise of any option, but is a specific recitation and agreement as to one set of circumstances which shall void any option. The provisions of this Paragraph shall be controlling in the event of any conflict with the nonwaiver provision of Paragraph J of Article XXVI hereinbelow. 23 If Tenant elects to exercise an option hereunder, it shall do so by giving Landlord written notice of such election at least six months before the beginning of the additional period for which the Lease Term is to be extended by the exercise of such option. If Tenant gives such notice, the Lease Term shall be automatically extended for the additional period of years covered by the option so exercised without execution of an extension or renewal lease. The failure of Tenant to exercise its option for the first additional period shall conclusively waive its option for subsequent additional periods, if any. ARTICLE XXVI MISCELLANEOUS A. Covenant Dependency. The obligation of Tenant to pay rent hereunder is independent of each and every other covenant, duty or obligation of Landlord herein, and is not subject to deduction or offset. B. Liens. Tenant shall not permit mechanic's, materialmen's, or other liens against the Center in connection with any labor, materials, equipment, or services furnished, or claimed to have been furnished. If any such lien shall be filed against the Center, Tenant shall cause it to be discharged at its sole cost and expense; provided," however, that if Tenant desires to contest any such lien, it may do so, so long as the enforcement thereof is stayed. In the event such a stay is obtained, Tenant shall obtain title insurance in the amount of the lien or liens (including interest and costs) for the benefit of Landlord should Landlord desire the same for any period during which a lien or liens exist on the Center. In such event Tenant shall, if necessary, pay required title insurance premiums, post bond sufficient to satisfy the title insurer's requirements, pay escrow costs and fees, pay the attorneys' fees of Landlord and sign indemnity agreements in favor of the title insurer. C. Relationship of Parties. Nothing contained herein shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or a partnership or a joint venture between the parties hereto, it being agreed that neither the method or computation of rents nor any other provisions set forth herein nor any acts of the parties herein shall be deemed to create any relationship between the parties hereto other than the relationship of Landlord and Tenant. D. Representations. Tenant acknowledges and agrees that it has not relied upon any statements, representations, agreements or warranties except such as are expressed in this Lease. 24 E. Amendments of Modifications. No amendment or modification of this Lease or any approvals or permissions of Landlord required under this Lease shall be valid or binding unless reduced to writing and executed by the parties hereto in the same manner as the execution of this Lease. F. Grammatical Changes. Wherever the words "Landlord" and "Tenant" are used in this Lease, they shall include "Landlords" and "Tenants" and shall apply to persons, both men and women, companies, partnerships and corporations. Wherever the words "mortgage" or "mortgagees" are used herein the same shall be deemed to include a deed of trust or trust deed, and the word "lender" shall include a mortgagee of a mortgage or a beneficiary of a deed of trust or trust deed. All references to the Lease Term shall include any extension of the term, except as otherwise provided. All references to Tenant shall include Tenant's guarantors, assignees or sublessees. All references to the singular shall include the plural, and vice versa. G. Article and Section Headings. The Article and section headings are inserted herein only for convenience of reference and shall in no way define, limit or describe the scope or intent of any provisions of this Lease. H. Binding Effect. Subject to the provisions hereof, the benefits of this Lease and the burdens hereunder shall respectively inure to and be binding upon the heirs, successors, personal representatives and assigns of the parties. I. Force Majeure. Whenever a period of time is herein provided for either party to do or perform any act or thing, except for the payment of monies by Tenant, there shall be excluded from the computation of such period of time any delays due to strikes, riots, acts of God, shortages of labor or any cause or causes, whether or not similar to those enumerated, beyond the parties' reasonable control or the reasonable control of their agents, servants, employees and any contractor engaged by them to perform work in connection with this Lease. J. Non - Waiver. No waiver of condition or covenant of this Lease by either party hereto shall be deemed to imply or constitute a further waiver by such party of the same or any other condition or covenant. No act or thing done by Landlord or Landlord's agents during the Lease Term shall be deemed an acceptance of a surrender of the Leased Premises, and no agreement to accept such surrender shall be valid unless signed in writing by Landlord. The delivery of Tenant's keys to any employee or agent of Landlord shall not constitute a termination of this Lease unless a written agreement has been entered into with Landlord to that effect. No payment by Tenant, nor receipt from Landlord, of a lesser amount than Minimum Rent herein stipulated shall be deemed to be other than on account of the 25 earliest stipulated rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent, be deemed an accord and satisfaction, and Landlord shall accept such check for payment without prejudice to Landlord's right to recover the balance of such rent or pursue any other remedy available to Landlord. If this Lease is assigned, or if the Leased Premises or any part thereof is sublet or occupied by anyone other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant and apply the net amount collected to the rent herein reserved, but no such collection shall be deemed a waiver of the covenant herein against assignment and subletting, or the acceptance of the assignee, subtenant or occupant as tenant or a release of Tenant from the complete performance by Tenant of the covenants herein contained on the part of Tenant to be performed. K. Reimbursement of Attorneys' Fees and Costs. In the event either party takes legal action against the other in order to enforce the terms of this Lease, the party in whose favor judgment is entered shall be entitled to recover from the other party its reasonable attorneys' fees and costs. L. Short Form Lease and Notice to Mortgagee. Landlord and Tenant agree not to place this Lease of record, but upon the request of either party to execute and acknowledge so the same may be recorded a short lease indicating the names and respective addresses of Landlord and Tenant, the Leased Premises, the Lease Term, the dates of the commencement and termination of the Lease Term and options for renewal, if any, but omitting rent and other terms of this Lease. Tenant agrees to an assignment by Landlord of rents and of Landlord's interest in this Lease to a mortgagee, if the same be made by Landlord. Tenant further agrees that Tenant will give to said mortgagee a copy of any request for performance by Landlord or notice of default by Landlord, and in the event Landlord fails to cure such default, Tenant will give said mortgagee a reasonable period in which to cure the same. Said period shall begin with the last day on which Landlord could cure such default before Tenant exercises any remedy by reason of such default. M. Changes in Provisions of Lease; Lender - Insurer Documents. It is understood that Landlord may obtain financing from a lender with respect to the Center. Tenant agrees to make, within five days of Landlord's request, any modifications in the terms and provisions of this Lease, if not relating to amounts of monies to be paid by Tenant, in order to comply with any request of such lender, and to execute such documents as are necessary to obtain financing and insurance. N. Liquor License. Tenant agrees not to protest any application by Landlord or any other tenants who may apply for a liquor license for use within the Center. 26 O. Status Statement of Lease. Tenant agrees, within five days of request by Landlord from time to time, to execute, acknowledge and deliver to Landlord a statement in writing certifying, if such is the case: that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same are in full force and effect as modified and stating the modifications), stating the Lease Commencement Date, stating that Tenant has accepted and occupied the Leased Premises, that Tenant has not paid rent in advance, that Tenant is not aware of prior assignments of this Lease by Landlord, that Tenant has no offsets against the rent or claims against Landlord, the amount of monthly rent due, and the date to which Minimum Rent and other charges have been paid. P. Enlarging the Center. Tenant acknowledges that Landlord hereby reserves the right from time to time to enlarge the Center by constructing other buildings on portions of the Property with or without any new Common Areas, and by including within the existing Center other properties now or hereafter owned or leased by Landlord adjacent to the Property, and constructing on such additional property buildings and Common Areas. In this event, such new buildings, properties and Common Areas shall be treated as though they were originally a part of the Center and at the election of Landlord all common expenses, utility costs, real property taxes and other pro rata payments herein required of Tenant shall be applicable to such enlarged area and all improvements now or hereafter thereon; provided that in such event Tenant's pro rata share shall be appropriately adjusted to include any additional square footage contained in such new buildings or comprising additional properties added to the Center. Until Landlord makes such election, Tenant's pro rata share shall continue as though such enlargement had not occurred. Landlord shall have the right to build or relocate buildings and improvements on the Common Areas as Landlord deems necessary in its sole discretion. Q. Easements. Landlord shall have the right to grant any easements on, over, under and above the Leased Premises for such purposes as Landlord determines, provided that such easements will not materially interfere with Tenant's business. R. Holding Over. In the event that Tenant remains in possession after the expiration of this Lease, without execution of a new Lease, Tenant shall be deemed to occupy the Leased Premises as a tenant from month to month, subject to all conditions, provisions and obligations set forth herein insofar as the same are applicable to a month -to -month tenancy, except that Minimum Rent shall increase to 200.0 percent of Minimum Rent for the last year of the Lease Term or any extensions thereof. In addition, Tenant shall pay any damages and hold Landlord harmless from any liability incurred in connection with any 27 claims made by any succeeding occupant based on delay of possession. S. Time of the Essence. Time is of the essence hereof, and each party shall perform its obligations and conditions hereunder within the time hereby required. T. Unenforceability. If any clause or provision of this Lease is illegal, invalid or unenforceable under present or future laws effective during the Lease Term, it is the intention of the parties hereto that the remainder of this Lease shall not be affected thereby, and it is also the intention of the parties to this Lease that in lieu of each clause or provision of this Lease that is illegal, invalid or unenforceable, there be added as a part of this Lease a clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be possible and be legal, valid and enforceable. U. Provisions Negotiated and Independent; Attorney Disclaimer. Each and every provision of this Lease has been independently, separately, and freely negotiated by the parties as if this Lease were drafted by both Landlord and Tenant. The parties, therefore, waive any statutory or common law presumption which would serve to have this document construed in favor of, or against, either party. V. Rights and Remedies. The remedies of Landlord shall be cumulative, and no one of them shall be construed as exclusive of the other or any remedy provided by law or equity. The rights and-remedies provided hereunder shall survive the termination of this Lease. W. Corporate Authority. Tenant, if a corporation, represents and warrants that is has full corporate power and authority to enter into this Lease Agreement and has taken all corporate action necessary to carry out the transaction contemplated hereby, so that when executed this Lease constitutes a valid and binding obligation enforceable in accordance with its terms. Tenant, if a corporation, shall provide Landlord its corporate resolution authorizing execution of this Lease at the time of said execution. X. Financial Statements. Tenant and any guarantors of Tenant's obligations hereunder shall provide their most recent financial statements(s) including statements of income and expense and statements of net worth within 15 days following the request of Landlord. Landlord may request said statements once during any year. Said statements shall be verified as being true and correct. 28 Y. Limitation of Landlord Liability. In no event shall Landlord be liable to Tenant for any failure of any other tenant in the Center to operate its business. Notwithstanding anything to the contrary contained in this Lease, it is specifically understood and agreed, such agreement being a primary consideration for the execution of this Lease by Landlord, that there shall be absolutely no personal liability on the part of Landlord, or any owners of an interest in Landlord's business, their successors, assigns, legally appointed representatives, or any mortgagee in possession (for the purposes of this Paragraph collectively referred to as "Landlord ") with respect to any of the terms, covenants and conditions of this Lease, and that Tenant shall look solely to the equity of Landlord in the Center for the satisfaction of each and every remedy of Tenant in the event of any breach by Landlord of any of the terms, covenants and conditions of this Lease to be performed by Landlord, such exculpation of liability to be absolute and without any exception whatsoever. Z. Interpretation and Venue. The terms of this Lease shall be governed by and interpreted according to the laws of the State of Colorado. Tenant consents to the enforcement by Landlord of Tenant's obligations hereunder in the County Court and /or District Court in and for the County of Eagle, Colorado. AA. Exhibits. The following Exhibits attached to this Lease are incorporated herein and made a part hereof by this reference thereto: Exhibits: A. Legal Description of Center B. Lease Plan In the event that any Exhibits mentioned in this Lease are not attached hereto, the intention to omit them shall be conclusively presumed and their absence shall not vitiate this Lease. 29 IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year first above written. LANDLORD: Helmut A. Lilischkies d /b /a Eagle -Vail Industrial Center TENANT: TOWN OF AVON: By:�/ William ames, Town Manager 30 The Land EXHIBIT A (Attached to and made a part of Eagle -Vail Industrial Center Lease dated as of August 1, 1991, by and between Helmut A. Lilischkies . d /b /a Eagle -Vail Industrial Center, Landlord, and Town of Avon, Tenant.) LEGAL DESCRIPTION Real Property located in the County of Eagle, State of Colorado, to wit: Township 5 South - Range 81 West An area of land located in the NW1 /4 of Section 16, lying between the North Right -of- way line of U.S. Highway I -70 Right -of -way #1871 -18 and the South Right -of -way line of old U.S. Highway 24, Right -of -way #940 -9 (currently being used as a service road on the north side of U.S. Highway I -70) and lying between the east Right -of -way line of the Colorado Ute Substation Site addition Right -of -way #1920 -19 and the west boundary line of Lease No. S -34422 issued to Hoe & Grow, Inc. EXHIBIT B (Attached to and made a part of Eagle -Vail Industrial Center Lease dated as of August 1, 1991, by and between Helmut A. Lilischkies d /b /a Eagle -Vail Industrial Center, Landlord, and Town of Avon, Tenant.) LEASE PLAN See attached drawing wherein the Premises are designated as BLDG C & D, SEC. 3 -12.