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08-26-1988 Avon Center Leasei" `- THIS A(M E Lt"11:31'1' , 19 92 , between Avon Partnership (herei The Town of Avon a5 "Tenant-' ") � l AVON CENTER LEAHV, AMENDMENT TO It E. rA 1 L LUAGE made as of Lite 1st day of February Commercial Center Ltd., a Colorado L m ted wafter referred to as "Landlord ") and (hereinafter referred to 11 1 'T N E S S E T 11 1911E1ZE11S, by e ase rnace the 26t day of _ A_ugust ''!:•::•�' 19 Atl (incot-por.atod here.i.n by this reference) 'Tenant leased that eertra , premises (Space _12.1 ) located in the complex known as Avon Cenl.nr, nvorr, Co Lorndo, Cor a term contmenclny at 12:00 o'clock _ noon _ on the Ist day of October a t 12 : UU p_❑r ctrl tli� - -- ► 19 88 -,a nd ending -- -0( 7_Uth day of SeJ,tember, __� 19 e unless sooner terminated or extended as provided Llterein; a nd .. . whet ns, tenant is thr, successor to Beaver Creek Resort Company of Colorado by virtue of agreement effective October I, 1990, and; term; WHEREAS, Landlord and TenanL- now desire to extend the Lease ttoW, 'L'IILRL "l U[ZE, Landlord and 'Tenant hereby agree t! Lease shall be amended as follows: y xat the 1 • EX'1'l�'IISIUI!_ OF 1'Clu_l : The term of the Lease is hereby of extended to the acceleration or ext trsliorr or earls r ter�p�Itat/iot� as4 ' Subject to Lease, itrovided ill the 2• t�ttot.It►'L' U1r_IZEI1a' : Tenant agrees to pay to Landlord rent and other charges for the demised Premises as follows: A) 13ase lZerrL at art annual rate of $ 23,458.56 $ 1,954.(113 nrontltl }' In advance commerrc:iiiy the ISt' payable °f -__Vl r1:oher day 19_9 I , -- -y thereafter, 1.)r,ovided' that lire Base Rent cslralltube admollUdy rrltward only, all the first day of each calendar )ear beylnnlnq Ih� j Vase Rent payable hereunder shall be increased lire clr'�11'Je in the Consumer Price Index (United States All (-ity Average, 1111 Urban Consumers Index 19(32- E3d=1UU ".Lrrdex, " as fol. lows : Lite current calendar year's , ) ► the Ile comput"�cl by mrr 1t" i L ,_' } ear s rent shall ley, a fraction, the nlumerrator ofrrwh ch Shall °f $ 23,458.56 December of the prior year and Lite denominator tslle Index for l.ncJex for Lhr? month of October all be the acl justmerrt slr:tll In no ev (2rrt reclt�cr �l�e ctirrentgcalendar Said rent: be Loa, the 13-tse Rent prov.j.ded for Lite. latest ca year nlc�nth of Lhn prior year x L7.. calendar Tenant hereby covenants and a to I, :�y tlr� rre4,Ly cornitutecl current- relit in accordance with the terror; Of Llrq 1,nase. yi vet lna5e ,e _ r I C Lite current rent for any not- submitted to 'Tenant prior to the n :rr:� iod, I'enanL shall coati "nue to make m()rrtlr 1 y l,a} m�rr► , I,;tr �,rr the i n1nlrc.liaLe -1 }' prior lease period refs when the "Ant t "eat_ is submitted to 'Tenant, said current rent 9ha 1 L aFtFt► }' letro"ctively to the be tt [ter. ind ar,.J I'orr�rrt s1r� 1.1 make I,ayr„e►tt for. la�,y rc �Eic.i�laolease of L i Lite 1 e 1 en t r i or "I o,h 1 ch pas ^mod prior to 't'enant's receipt of re current rent amount, simultaneously with the next AVorl/ L 1'A.r3 ;. Al1D 2/7/92_ regular monthly payment of rent. If publication of said Index In discoliL• mile'], the parties shall select another similar index which reflects simliar consumer price levels, and if the parties cannot agree on another such index, it shall be determined by binding Arbitration. T3) 11dd1Lional_RenL (i.e., 'Tenant's share of Common Expenses, as provided for in Section 6 of the Lease) ; for the period beginning FebruarY I L 1992 shall be payable in advance concurrently wi.tlt the payment of rent at the rate of $864.36 _ per month based on Landlord's Common Expense Budget for the year 1992 Upon notification to 'Tenant of Landlord's adoption of tlie following year's common Expense Budget; 'T'enant's payments for Common Expenses shall be adjusted to 'Tenant's full prorata share ( 1767 / 22356 ) of Common Expenses, for his respective floor. The calculation of Tenant's 11r.orala share shall remain subject to remeasurement- and readjustment per the terms of the Lease. C) PercenLaUe pent N/A 3. LATE P11YI-117.II_T_S: If any rents, payments, or other monetary sums due I and lord are not p1 i.d wlth 1111 5 clays of the dale they are due, a late fee of five percent of the amount due, or $50.OU, whichever is greater, shall be immediately due and payable. The parties agree that calculation of the exact costs Landlord will Incur If 'T'enant makes late paytnent-s would be difficult to determine, but will include processing and accounting charges and late charges which may be imposed upon Landlord by the terms of any mortgage or deed of trust constituting a lien on the Premises. The parties agree that any costs or damages incurred by Landlord in connection with such late payments. cannot be measured with certainty, and that the late fee provided herein is a fair and reasonable estimate of those costs and damages. In addition to this late fee, Tenant shall pay Landlord interest on said late payment at Lhe rate of 18%1 per annum from the date said payment was due until Landlord's receipt of said late payment. 4. OPTIO11 'TU RENEW: Tenant has no option to renew. 5. PROViSiOUS REiU1i_tl: Except as expressly altered, modified or changed its this Lease Amendment, all of the terms and provisions of the Lease shall be acid remain, and hereby are, ratified and confirmed by the parties hereto in all respects as of the date hereof, and are and shall be .in full force and effect through the term of the Lease as amended hereby. 6. 11TTORI1tIENT APD. ESTOPPEL: 'Tenant Hereby covenants and agrees to attor.n to Landlord and its successors, legal representatives acid assigns, as Landlord under the Lease, as hereby amended, subject to all of the terms and conditions of the Lease. Tenant hereby represotar, and acknowledges to Landlord that neither Landlord nor_ any tlrn�le�n�:. ^.or in lilt-erest of Landlord is, or has been, 1.11 deCa111 t 11110 -r t.lre Lf-rlse, 11111 no cond l.tlon exists which, with the passage of Lime or the giving of notice, or both, would become an event of default under the Lease, and that the Lease is in full. Force and ^CC��:t. It, of the date hereof, 'T'enant is entitled to no credit, offset, reduction, deduction or abatement, in or of any rent due under the Lease. AVON/ LEASE. A14U 2/7/92 1 A 7. NOTICES: Clause 32.3 of the Lease is hereby amended to reflect that Landlord's address for notices is: Avon Commercial Center, Ltd. c/o Shapiro Development Co., General Partner P.O. Box 5640 Avon, CO 81620 with a copy to: Century 21 Shapiro Realty, Inc. P.O. Box 5640 Avon, CO 81620 8. BINDING: This agreement shall be binding on the parties hereto, their Heirs, executors, successors, and assigns. 9. SPECIAL PROVISIONS: a) Tenant acknowledges that the Complex is not currently equipped with a central air conditioning system. If the Complex should become equipped with a system enabling tenants access to air conditioning; such a system, at the option of the Tenant, shall be accessible by Tenant at 't'enant's sole cost and expense at a central location within the common area of the Complex. Furthermore, in addition to the Tenant's cost to access such a system, Tenant- shall be totally responsible for the cost of installation, repair, and maintenance of any air conditioning system it may then choose to install in its premises, and be fully obligated to pay for its prorata share of all operating expenses associated with the operation of said air conditioning system within the complex and the premises. b) The Town of Avon may be exempt from real estate taxes for the Premises. Upon receipt of written proof from Tenant that the Landlord's real estate taxes attributable to the Premises are exempt and will be reduced; Landlord shall refund to 'Tenant the estimated taxes that have been paid to Landlord, and Landlord shall reduce the common expenses by the amount of such reduction in Landlord's taxes. C) Except for any liability caused in whole or in part by actions or inactions of Landlord, Tenant hereby indemnifies Landlord subject to the limitations of the Colorado Governmental Immunity Act which Tenant does not Hereby waive or release. d) Section 15.3 of the Lease is deleted. e) Section 17.2 is amended to provide for coverage of not less than $150,000 per person and $400,000 per occurrence. f) Tenant acknowledges that no exterior signage may be installed, erected or attached to the exterior of the building or the exterior of the Premises without first obtaining the wr.i.tten consent of the Landlord, which consent may be witliheld in its discretion. Tenant acknowledges that in addition to Landlord's approval; the 'Town of Avon must also grant- approval prior to the installation of any signage on the exterior of the building. Fur_tliermore, Tenant acknowledges that Landlord has a limited amount of area that can be utilized for exterior signage in accordance with the Town of Avon's restrictions, and the priority of such signage is in the AVON /LEASE.AMD REVISED 4/1/92 P sole descretion of Landlord. Landlord, as a precondition to its approval, may require a review of any plans and specifications for the proposed sign installation. Tenant agrees that in the event that the installation is approved; that all costs related to the installation, erection or attachment of signage to the building will be paid by Tenant with no responsibility by the Landlord to provide any electricity, additional building support, backing, snow protection, etc. Any signage installed and attached to the building shall be deemed a part of the real estate and shall be surrendered at the termination of the Lease, unless the Landlord by notice given to the Tenant, requests the sign to be removed in which case Tenant, at its sole expense, shall thereupon accomplish such removal and repair any damage that was created to the building as a result of the removal of the sign. Tenant shall, at its sole cost and expense, maintain and make all necessary repairs and replacements to its signage. All repairs, restorations and replacements shall be made in a good and workmanlike manner to Landlord's satisfaction. If Tenant fails to adequately maintain, repair and /or replace said signage or at least commence and then diligently pursue such maintenance, repair_, and /or replacement- within 10 days after written demand has been made by Landlord, Landlord may maintain, repair and /or replace said signage without liability to Tenant for any loss or damage that may result to Tenant's signage, property or business, and upon completion of such work, Tenant shall immediately reimburse Landlord the costs of such work. IN WITNESS WHEREOF, LA14DLORD and Tenant have executed this Lease Amendment. Landlord: Tenant: TOWN OF AVON AVON COMMERCIAL CENTER, LTD. SHAPIRO DEVELOPME14T CO., GENERAL PARTNER By: c Q-- en Shapiro, Presid it l AVON /LEASE.AMD REVISED 4/1/92 By: Title: 1:p Manager COMMERCIAL RETAIL LEASE 1. Parties. This Lease is made this �! day of A tlif- h / between Guaranty Federal Savings & Loan Alma co r.l)or..ition (herein called ^Landlord" a Heaver Cr C�m eek Itc ,c,rl l, — ,Illy Of Colorado, )' and "Tenant "), a Colorado Nonprofit Corporation, b /alDeaver Creek Transit. 2. Premises. Landlord does hereby lease to Tenant and Tenant hereby leases from Landlord that certain space (herein called "Premises ") described in Exhibit A attached hereto and by this reference made a part hereof, said Premises being estimated to have an area of ],767 square feet (subject to recomputation in accordance with "BOMA" standards, as hereinafter defined), and being cc!nrnonly known as Space 121 situated in the commercial retail area of the eight -story residential /office /commercial retail building known as "Avon Center" (tile "Building "). Landlord owns only the first floor (Commercial ( retail Floor) and second floor (Office Floor) of the Building, and said Commercial Retail Floor and Office Floor shall hereinafter be referred to as the "Complex." The legal description of the Complex is set forth on Exhibit B attached hereto and by this reference made a part hereof. ]. Covenant to Perform. The Tenant covenants as a material part of the consideration for this Lease to keep and perform each and all the terms, covenants, and conditions hereunder to be kept and performed by Tenant, and Tenant agrees that this Lease is made upon the condition of said performance. A. Term. The term of this Lease shall commence at 12 :00 o'clock noon on the 1st day of October, 1 88 date ") and end at 12:00 o'clock noon onl1C ( "commencement Sehtcmbcr, 1991. _..3011 • day of 5. Possession. 5.1. I- f-- Landlord; for — any-- rea9on-- Nltat9oerret ; --eann t /- deliver possession of the Premises to Tenant at the commenc mtnt Of the term hereof, this Lease shall not be void or voidab� -.e shall Landlord be liable to Tenant for any loss i d,m`'oe resulting therefrom, but in that event the term >� � the Lease shall be amended so that the commencement date .,)n11 be extended to the date when the Landlord can deliver �ssession and the expiration date shall be extended accordin 1 The foregoing is subject to the provisions of Exhibit D Leto. I f, as a result of such postponement, the term wou begin other than on the fir!-;t day of .j calendar month,�ie commencement date shall be further l)ostponed until the fiY t day of the following calendar month, but Tenant shall payj 5roportionate rent (as provided for herein) on a per diem ba 1:� for the period of occupancy prior to the commencement date All other terms and conditions of this Lease shall br_ in C fce and effect during such partial month. If the commencemen- date Of this term is postponed, the parties agree to r_x5a to a writing in the Corm of Ixl�ihit_C attached herr�l o to ycfcord the ,�d justcd commencement and expiration dales. 5.2. Any improvements to the Premises shall be made i accordance with any Work Letter Agreement attached hereto as T:xhitri- t�- U— t�nc.!— made-- ,i— p,ir -t hereflf.5.1 The Ten,int, by Lakin Possession of the Premises, shall be deemed to have agreed that the Premises are in a satisfactory order, repair, and condition -1- "as is" and thereby will have waived any warranty of habitability, suitability for habitation, fitness for a Particular purpose, or merchantability, express or implied, relating to the Premises. In no event shall Landlord have any Obligation to repair or replace any improvements, fixtures, or personalty which 'Tenant uses or installs. or— wh- l- ah— Landl -&r-d i7n�to- ll-3-f-©r Tenant- pur- suan"o- &xlia_b4 -L p 5.3. In the event that Landlord shall permit Tenant to occupy the Premises prior to the commencement date of the term, such occupancy shall be subject to all the provisions of this Lease. Such early possession shall not advance the termination date. 6. Rent. 6.1. Tenant agrees to pay to Landlord as Base Rent for the Premises, without prior notice or demand the sum of Fi f t-y '19ir ee '11YRIsand 'Ten t)ol.lars arrl rxi xx /100 ($ 53, 0.10.00 ) , pa abl e 170_OQfrrY�, for rx -r-iod OcC. T— 2.56/ inc). tlrrouyh Sept. -3U - , l�JH9, $l, iro, for >eri.cxi 01;i,_1 1989 L-Irrouc}Ir , on or before the first day of each and every calendar month during the term hereof, except that the first full calendar month's rent shall be paid upon the execution hereof. Base Rent for any period during the term hereof which is for less than one month shall be prorated according to the then current monthly Base Rent, determined on a per diem basis for a 30 -day month. lit -the -- end- of -eaeli per4� d- during lease term, the Base Rent payable hereunder shall be ch�ar�r }ed'to an amount that bears the same relationship to the "Dzat� (tent in effect at the commencement of the lease term wtLietf Lhe Consumer Price Index (for All Urban Consumers fit the Denver Area, publir�hed by the Bureau of Labor Stati �iCrs for the United States Department of Labor, in which 19 00) , for the month in which said adjustment occurs bear, t he Index for adjustment shall in n Said initial [lase Rent r�cclled for tile dfirst tlmonth Base o Rent below the If Publicatio � said Consumer Price Index isodiLcontinuedtethe parties -11;1 select another similar index which reflects similar c� price levels, anc.l if the parties cannot 5ucl�- index; it- 5ha11 -be. - determined- by--- b- i- nding- orb <itrot- i-ort. another 6.2. If any rents (as hereinafter defined) or other monetary sums clue Landlord hereunder are not paid within 5 clays After the date the rental payment is due, a late fee of five Percent of the amount clue, or $25.00, whichever is greater, shall be immediately due and Payable. The parties agree that calculation of the exact costs Landlord will incur if Tenant makes late payments would be difficult to determine, but will inclirde processing and accountinc} charges and late charges which may he imposed upon Landlord by the terms of any mortgage or deed of trust constituting .A lien on the Premises. The parties agree that any costs or damages incurred by Landlord in connection with such late payments cannot be rneasured.with certainty, and that the late fee provided herein is a fair and reasonable estimate of those cots and damages. 6.3. It is the intent of the parties that the [lase Rent provided for herein sh.ill be a net payment to Landlord; that Landlord shall not be required to pay any costs or expenses r+ssoci.ilrcl with the Premises, other costs and expenses "Common Expenses") associated with the ownership, operation, and maintenance of the Commercial Retail Floor or associated in any other. manner whatsoever with the Commercial Retail Floor; that Tenant .hall bear all whatsoever ats and expenses of any kind or nature r. relating directly and solely to the Premises; and that Tenant shall bear its proportionate share of all other costs and -2- * September 30 , 1990, zrxl $1,70.00/no. for the tx riod Oct. 1 , 1990 through September 30 , 1991. )1-1 rilm expenses ( "Common Expenses ") associated with the ownership, operation, and maintenance of the Commercial Retail Floor or associated in any other manner whatsoever with the Commercial Retail Floor (excluding those expenses relating directly and solely to the leaseholds Of Other tenants of the Commercial Retail Floor) and paid or accrued during provi.decl, the term of this Lease, however, that Landlord shall bear the costs of remedying structural defects in the Complex to the extent not caused by the actions or inactions of Tenant or its licensees, invitees, su employees, ccessors, proportionate share of Common E>; O1 assigns. Tenant's i'.o is d� p-nses of the Commercial Retail emed to be the same proportion that the total square footage of the Premise!-. (the "`t'enant's Rentable Area ") bears to the net rentable square footage Of the first floor commercial retail space (the "Commercial Rcta.il Rentable Area" hereby ac } ;nowledges that the Tenant's Rentable Area and nthe Commercial Retail Rentable Area are presently estimated to be 1,7G7 square feet and 23,9F13 square feet, respectively, _ the actual square footages therefor being subject with rernea surement by the La rid lordIs good faith application of standards established by 17uiIders and Owners Management Association International ( "DOIIA "), 110 other provisions of this Lease or any addenda hereto shall be construed as a limitation on to Tenant's duty pay its proportionate share of all Common Expenses unless express provision is made for such limitation. Tenant covenants to pay monthly, contemporaneously with the Base Rent, as Additional Rent its proportionate share of all Common Expenses. Such Common Expenses shall include, without limiting the generality of the foregoing, real property taxes and assessments, personal property taxes, rent or leasing taxes, gross receipts taxes (if assessed against the Landlord or its interests in the Complex) lieu of any of the fore oin and any charges in levies for governmental services nsuch las� fire hprotection, street, sidewalk and road maintenance, or refuse removal provided without charge therefor) previously substitute charges are imposed b� whenever any such taxes or quasi- governmental authority Y y governmental or quasi - corporations) with jursdiction (including therefor; districts insurance or public (including, without limitation, those for rental interruption coverage, public liability coverage, and fire and extended coverage), with Landlord leaving no obligation to maintain the coverages related thereto and Tenant having no interest in proceeds resulting therefrom; utilities charges electricity, gas, telephone, and water and sewergcharges)lwhicl are not metered individually for the Premises (any such metered charges for the Premises to be borne solely by warjeJ, and other payments on behalf of employees, enantj; labor, and subcontractors, includinc s contractors, cornpen:.ation, disability tl�e costs of workmen's y in�uranee and clues for professional associations; managerial, administrative, and telephone expenses and fees related to the Complex; charges of contractors (including lerl��l, accounting, g independent supplies, materials, ec ui pine g' `ind consulting fees); ownership 1 p � and tools; the costs 'of 1, insurance, maintenance, replacement, repair, and operation of the structure of the Complex (exec t as p provided) and all parking and cornrnon areas; tpx� Of e caplita l im .a provement,, on an mortized hasi he costover their lifetime, which clover.nmental authorities may require the Landlord to make to the Complex or to any related premises, and the costs of capital avinVernents, amortized over their lifetime, which • provide '�aving� of Common Expenses, except that, to the extent the savings for any "Lease Period" (as hereinafter defined) would be less than the commensurate amortized amount Landlord) , the inclusion of the excess amortizedaam ur>te inn l Common shall be deferred to a later Lease Period. set forth above, Common Expenses Except as expenditures which Landlord mikes for i�tlie Complex ill general for -3- 9r th$n —the -- term— hL-re-o.� —ate-- Percentage -- Rend --h equal to percent of the ender— an --amou t hereinafter defined. "Gross Receipts", as Said Percentage Rent shall be payabl to Landlord, without any prior demand therefor and withou any setoff or deduction whatsoever, on or before January 30th f the following calendar year. The Percentage Rent payable or the calendar year (or fraction thereof), inclusive of the e or termination date of this Lease, shall be due an payable 30 days following such expiration or termination, Payable Hereby defined to Tile mean rreceipts"Gross from gross ss sale uJe herein is all licensees, concessionaires, and subtenants of s ena tefrom all business conducted upon or from the Premises by Tenant and all others and, whether such sales be evidenced b charge account, exchange, or otherwise check, credit, be limited to, the amounts it from hal1e include, but not wares, and merchandise or services perfo med on a or actoods' Premises, together with the amount of the received at the Premises, whether such ord rslbe filled take tloie Premises or elsewhere, and whether such s. es be made by means of merchandise or other vending devices in or more departments or other divisions to Premises, If any one be sublet b f Tenant's business shall y Tenant or conducted corporation other than Tenant y any Person, firm, or Gross Receipts for the purpose of en Isere shall be included in the gross sales of such de artmen 11'Puting Percentage Rent all sales be made at the Premises or elsewhere is ions, whether such and with the same effect as if the businesslorthe same manner departments and divisions of Ten Pt's business had been conducted ales of such by Tenant itself. Gross Rece'��ts shall be reduced by sales or merchandise for which cash h been refunded or allowances made on merchandise claimed to r be defective or unsatisfactory, Provided that the sales sr ject to such refunds or allowance were originally included shall be n gross sales. In addition, there deducted from Gross Receipts the sales price of merchandise returned by customers for exchange, al ton as sales price of mercltan(. se delivered to the customer g the Shall be included in exchange include the amount In gross sales. Gross receipts shall not imposed b any ales, use, or gross receipts tax y a federal state, rnunic.ipal, or governmental authority directly on sales nd collected from customers, so long as the amount thereof is dded to or included P in the selling price and 1' .yid by the Tenant to such governmental not include alt�-ation charges or delivery Charges, interest Y, and shall service, or es carrying extension of redit where ot tin 9 included other Lhe merchandise for the price. III ranchi se or capital rch.7ndise sites similar tax based upon the income or o profits and such income be or deducted f om Gross Receipts in any event whatsoever. 1 be charge or sale upon installment or credit shall be treated as a sale for the full price in the month during which such Each sale sl 11 be made, irrespective of the time when Tenant charge or. receiv_ Payment (whether full or Partial origi ating at the Premises shall be deemed ltmade o and completed All sales ther..in, even though bookkeeping be ransferred and payment of the account may to anothr_r place for collection and even though. ac u.�l filling of the sale or service order and actual delivery the merchandise may be made from a place other than the 'remines. 6.7• In the event Tenant shall fail to make any Payment required to be made by Tenant under till shall breach or fail to comply with s Lease* or Tenant any covenant or agreement of Tenant contained in this Lease or any Lease,* *Landlord may Y other provision of this Y, at it,. option, but without obligation to do so, and without relcas""I Tenant from any obligations under this Lease, make any such payment or take such action to cure art such * To a llri.r.d .P.-trl-y c.-tusin� -5 Y a that ;third party to i attempt to take I)ossession of the Premises or lien it in Arty Way. •* l r. bl-each or. 'fai.Jur.e to comply causes a shire] party to '�tl.eml�t to take Po, c�:sion of t.hcl 1'remisr,s or 1 ice., ; r. _0 )/1 lax ,-I breach or failure Landlord to comply in such manner and to such extent as may deem necessary or desirable. Landlord may do so without demand oil, or written. notice to, Tenant and without giving Tenant an Opportunity cure such breach or failure to Tenant covenants and agrees to pay demand all costs and expenses of Landlord in connection Landlord w thuthe making of any such payment or the taking of any such action, including reasonable attorneys' fees, together with interest from the date of any such payment or the advancement of any such costs and expenses by Landlord at tite rate of 10 percent per annum or two percent per annum in established from time excess of the prime lending rate Association, whichever ti ertoStime by United Bank of Denver, National taken by Landlord ma greater (the "Default Rate "). Action deEendin Y include commencing, appearing in g, or otherwise participating in any action or and paying, purchasing, contesting, roceeding right, encumbrance, charge g or compromising any claim or tine Complex which Landlord, i ten with respect to ttte Premises necessary or desirable to in its discretion, may deem under this Lease, and in the Complexts interests in the Premises, 6•8• All rent (including Base Rent, and— Per-Gen�ge---Ren-t) shall be Additional Rent, deduction or offset whatsoever paid to Landlord, without any States of America wiriclt shall Abe n lawful money of the United Payment, at the office of the Landlord gor to such other person or at such other place as of in writing. Dase Rend lltindlord may from time to time designate �,N dditional Rent, anti- pereeitta sometimes collectively referred to "rent(s)" " are "rental(s) ", herein as "rent(s)" oe — 'ftcc�rd�• -and- rte . a� -i-•— For — the --pu r p o s c---o ,. , Payable as Percentage Rent, Tenant agrees f s e- twin- i-ng- -- the -ameu the Premises for a period of not less than two Pyearsnfollep on the end of each Lease Period adequate reco/Prem'-es, inventories and receipts of merchandise at thing daily receipts from all sales and other transacshow and the Premises by Tenant and an r from business upon or from y other Persons n time of sale said Premises. Tenant shat the in the presence of the customer, sales or other Eransactions ps from registers having a cumulative whether credit in cash manner approved by Landlord yy be sealed in a shall be approved b Landlord. and having •'Cich other features as the Premises, for t leastlwo tenant rther agrees to keep on Leash Period, all state Years ollowing the end of each occupation tax returns with federal, • td local income o said Lease Periods and all Pertinent original sales recor s. records shall include a Pertinent original sales from temporary r ( ) cast register tapes, including tapes original of tmaiht or.] 'It ) numbered sfiles r , and to the Premises,; (c) the original records of all (d) the lepltone orders at and to the premises; (e) settlement report ,Teets of to with subtenants concessionaires, and�icensees; that merchandise ��r�tirrned b (f) the original records }} Y cu:, tome rs was approved a t t showing Premises by :,uch 4tomers; !proved at thc� record- (1) �� memorandum of receipts or other o met ranclise taken out on approval; (h) such other sale, record if any, wiriclt would normally be examined by ind�penclent ccountant pursu,rrrt to accented auditing standard perfor-mih an audit of 'Tenant's an sales; s in �peciEi in (a) to and M the records (h) above of subtenahts conce�_�ionaires, or licensees.. assignees, auti rized representatives s Landlord and Landlord's 'I'� ant's shall have tite right to examine records maintained as aforesaid at any time during �J u 1 a -r–bu9 i-ne 9 y –hours . -6- � r�, o k Tenant shall, within five days after written demand therefor, deposit sufficient cash with Landlord to restore the security deposit to its original amount. The Tenant's failure to do so shill be a default under this Lease. The security deposit shall not be considered as liquidated damages art(,, if claims of land l Orcl exceed the clepos i t, Tenant sha l l if liable f c Cor the balance of such claims. time when 'tenant is Prior to entitled to the return of the security deposit Landlord shall be entitled to intermingle such deposit with its own funds and to 11Se such deposit for such purposes as Landlord may determine in its discretion. '1'enant hereby waives all claims to interest on much deposit, Upon Tenant's vacation of the Premises and within Go clays after. expiration of the Lease, Landlord shall return the security deposit or any balance, together with its written expl ;ln;ltion of the application of the funds, to Tenant (or, at Landlord's option, to the last assignee of T'enant's interest hereunder) , such return subject to Landlord's right to a 1 deposit, as hereinbefore provided, ph y the of Landlord's interest in this Lease, the event of termination deposit to Landlord's , Landlord shall transfer the _successor in interest, notice to Tenant, and Tenant waives any claim to approve giving transfer. Tenant agrees that, upon a transfer of the deposit, Landlord shall have no further liability to return or account for it. 9, Use. 9.1. Tenant shall use the Premises for Qf Lite t provision l'rF1rl;��t LI`[,�n services or X11 Y ol.1wr ii-- Y. and shall not use or permit the Premises to be Purpose without t-he prior written consent of Landlord. for any other shall not conduct catalog sales in or from the Prenisesexce t of merchandise which Tenant is permitted to sell "over t Tenant in the Premises pursuant to the provisions of this Para ra )hp he courtier" Tenant :hall not pot-,nit y g [ 9, 1, materials into the iPremisesttwh[icig woo be don increase t or bring any rate of any fire or other insurance upon the Complex exoisting contents, or affect or cause cancellation. of an such r its policy. Tenant shall use y .such insurance applicable governmental laws ancle t'egulatiort, In compliance with commit waste or allow any wa ste Tenant shall not Promise:,, or any ptlblic or pl'iv;lte nulisance ►nortOther Or t or tt the which may disturb the quiet enjoyment Of thing Complex. Tenant shall not allow carts, portaohlerstenants it, the or any Other objects to be stored outside the defined exterior W, and pormanent doorwa rabbi!;h of Tenant shall he IepnrEi tedewl bin Premises. All trash and as may be designated b receptacles in areas neither Laill.110rd Y Landlord. Tenant acknowledges that nor any agent of Landlord has made any repro ;ontation or w,il-ralll-y Concei'nlilC , Premise =; or the Complex for the conduct oLhe suitability of tile. business. 9•c T'enant shall operate the purpo .e pre ,crihecl in Par�,� ra )h 9. Pc-emi.,e Cor of tlri.s 1,1! 1 I 1 at all times llle a with due clili7ence, effir_ienc during Lhe term Of CU'it Otllary 1)11!;l►lr?�; i praC.t 1CCS y , Ill,l 1)y utll izatloll to- moxitnir.c- the- Cr0.:,- itr`�,►i in cite Avon, Colorado area yO��U operaf ic)n unlos� pis- which- may - be -- produced- from -such prevented from doinc Ton;lnt':, r•ol. ,elh j ec- t- • -to -- i nr)h i 1 i t 1 :o hY cnlIS os 1)oyoncl labor cli:;putes •1•,,n�lnl shall carry at 111'Y rcn!�on- of -�tril •_ � stock of mcrch;lndi a OC r t _ t,i m o c-i n-t; ;� -cJ- -P rein ►n i s e s !;hall be rCcZ�011tl111 ��� —sUGI1 Si -775, CllarclCtoC, and quality Y- `d�,tgned to produce the maximum return to I;antllord -nnd - Te,� nnt. Tenant :;hall be -1►�. tl�rulut� -� Open buslncJJ witlithe cC eneral j)ul,lic I �Il��c�►�_ltccss „may for conduc- tir►cj 1 In- additio- rTena ;l�ha11 -be q "# open- for- btrs -i+ Mess-- w- i- th- khe- gens�ra.��dbl- 'e- clu�in. -.en days or hours (including Sundays and national hot da S- adcfitioo al agreed upon by a majority of the members Y ay be Association (as hereinafter defined) e Merchants additional days and hours as m,l nd also during such business as generall and customary for such type of Colorado area Y r-1et n'arily conducted within the Avon, provWed_ '"However, that the hours for conducting business as s rth above shall be subject to those regulations estab i h VU by any governmental authority having g jurisdiction 9.3• Tenant shall also have its dim signs, and exterior advertising displays adequately lay windows, continuously during such flours as may be approved illuminated and during such additional hours as may beagreed he Landlord a majority of the members of the Merchants Association, if any, and as may be customary for Tenant's type of business as conducted in the Avon, Colorado area. 9­:,--- n- t4,e -- even t- o -f-a- 3,reaeJI -- by -Teno nt- -ef-an foregoing provisions of this Article 9, �°z addition to any and all other remedies, the'nri ht sh�a�l -l�v to collect not only tare other rentals g 11s °Ption,� supplemental rent at the rate of 1 prov' e4 f�erein, but also provided for by Parac ra -3h G. 1�e J I the monthly Base Rent fails to conduct its i�uer eTess as r--each and every day that Tenant supplemental rent hereinabove provided. Said ndlord collects the same, shall be deemed to be in 11ou o any Percentage Rent that might -dur' lcl --tie -period of Tenant's failure to conduct hits business as f _ara-i na bov _Q_p r�,��Ad . directly o- -5'— Dur- ing- t-he- he­ this- F,ease Y indirectly n. a e ,_ %_`rentint- -slli�l -noL bus ine ,s within ,�,adiuY of-three mi esnfr mltheaOutsidecbmpeting o- t`tTie- Eeml�e -x • ou nd a ry 9.6. Tenant shall warehouse, store and/or the Premises only such goods, wares r stock in i- nt-ends --ta. f- ���$�� , and merchandise as Tenant Rremires,— TIti- is- sha4 -�-n -1 retail -ate nr -Gramm Ares- lucle- oevas- iona1 -emerc eency--rangrtl}e- oE rnn. rehan< lisw- _- to_khc►- ofrlrrar- storwt_ J y- trnnsCers- 1-in- the -C,�mp �,xr 'tenant hall use �L-- ioffic-, t,,-- anyTnot- l- eca -ted n for office, clerical, or other 7 Purposes only such space in the Premises as is from time to time reasonably required for Tenant's Premises. i10 auction, fire, or ballkru )tc bu•,lnes, in the in the Premises without the previous written ales ma be Y conducted needs in the co►lducl-- of its business away FrOill pub�icLview. 9.7• Tenant shall not permit operated in or from the Premises b any business to be licensee without the prior written consent of Lacndlord1Onaire or. 10. CojPP i.i_nce w i t LaW. and ex pense - - -- - Tenant shill, at its sole cost promptly comply with all laws yovernrnental rules and regulations ordinances, and hereafter be in force now .in force or which may as adopted by any governmental authority hiving jurisdiction over the any ot� any I'cr��trl of fire insurance and with the requirements bodies now or hereafter constituted raff cting there condition, use Other similar re occup o T la the Premises (exr_luding structural changes not related to �.. ' Tenant improvements or acts) or otherwise relating to the Premises. 11. Alterations and Add of Exhibit p - ltion Subject to the provisions Tenant shall not m_:e additions, or improvements or allow any alterations, obtainiIIU the written consCnt f L.indlord,ewhiclr m'rt gout Cir-,t in its discretion. lJitlrorrt limitation on ttre ene�'j� 'be^Miirtl�l'r�'jr�}abIy foregoing, Tenant will not effect or cause any changes of n the -9- store front of the Premises or place or cause to be placed or maintain on any exterior door, wall, or window of ttte Premises any awning, canopy, decoration, lettering, advertising matter, or other thing of any kind without such discretionary consent of Landlord. Tenant will not place or maintain any decoration, lettering, or advertising matter in the glass of any window or door of the Premises without first obtaining Landlord's written approval. Any alterations prior , additions, or improvements made to the Premises at the expense of Tenant or pursuant to [: 12.2. Landlord shall repair and maintain the common areas (as hereinafter defined) within and the structural of the Complex, including the basic of electrical systems installed by Landlord whichbare , notewithin the and premises or other leaseholds. The costs of and h maintenance repairs shall be included within Common express exclusions Expense such (subject maintenance the therefrom under Paragraph 6.3 hereof), unless the condition requiring such maintenance and repairs is caused in Part or in whole by the act, neglect, fault or duty by the Tenant, its agents I servants, omission of any empl, in which case Tenant shall reimburse Landlordoforsallr costs itees expenses (including any attorneys' fees) associated therewith, together with interest 10day thereon at the Default Rate from the date incurred within 10 days after Landlord thereof. I ?xcept as give Tenant written notice no abatement of rent pand lnodliabilitycof Landlordfbytrleasonhall be ere s injury to or interference with Tenant's business arising from the making of any repairs, alterations, or improvements in or to any Portion of the Complex or the Premises or in or to appurtenances, and equipment therein. fixtures, make repairs at Landlord's expense underananwaives the right r ordinance now or hereafter in effect unless law, statute, or Landlord. preapproved by 13• Liens. Tenant shall keep the Premises and the property on which the Premises are situated free from an out of any work performed, materials furnished Y liens arising incurred by Tenant. `' or obligations defend Landlord from any a liens and encumbrances � l arising out and any work performed, or materials king out of direction of Tenant. In the event that Tenant furnished, or at the 20 days following the imposition of an ''hall not, within lien to be released of record b Y much lien, cause such bond, Landlord shall have Y payment or posting of a proper provided herein and b in addition to all other remedies cause the same to be released tale right (but no obligation) to Proper, including bonding r y such means as it shall deem such lien. g payment of the claim giving rise to All such sums paid by Landlord and aincurred by it in connection therewith, including attorne ll expenses s' and costs, shall bc payable to Landlord ►, y Tenant on demand with interest at the Default Rate. Landlord shall have the Y fees all times to post and keep posted on the Premieres any at permitted or required by law which Landlord shall deem proper the protection of Landlord Y notices having an interest therein, n from e echanics' oandnmattl1er party liens. Tenant shall give written notice to erialmen Landlord at least 0 bu :roes,; clays error to the commencement of any work relatinc to alteration or additions Premises. agrees not to obtain any financing secured et�ant covenant 1 in the Premises and not to enr_umher the Premises or Landlord J and y Tenant s interest t'enant's to therein without the prior written consent of Landlord and to keep the Premises encumbrances except lions and existing all upon the date liens and Of commencement of the Lease term or liens and encumbrances created by Landlord. 14' .`'iJLiment cublettin�. Tenant voluntarily or by operation of law assign or encumber this not shall or any interest therein and shall not Lease part thereof, or any right or Privilege sublet the Premises or any suffer any other person g ►purtenant thereto, or subsidiary, including any corporate Y or other affiliate of Tenant, but excludin�lrent, employees, agents, servants g the u 'e tl1e I're►nises, or an ' `"lncl invitees of Tenant) to occupy Y portion thereof, without the prior written consent of I.andlorcl given in its discretion. tJiprior lirnit�tion on the generality of the withhold such consent if foregoing. Landlord may in Landlord's sole opinion, the -11- /-' (JY\ ' 1 . *Landlord hereby c .senL-s to transfer to any ocher person or entity hereby with whom Tenant has contracted to operate Beaver Creek Transit. Tenant shall not remain primarily liable for all rents due and any other obligations of Tenant under this Lease. Such third party shall become liable for such obligations and usage limitations set forth in Article 9 hereof. proposed assignment, subletting, or other usage may adversely affect the diversity of the retail operations conducted in the Complex, or the financial capabilities or business reputation of the proposed assignee or subtenant is inadequate. Tenant shall submit such financial data and business references concerning the proposed assignee, sublessee, or other third -party user as Landlord may require in its sole discretion. A consent to one assignment, subletting, shall not be deemed to be occupation, or use by any other person a consent to any subsequent transaction of the same or similar nature. Any such purported assignment, subletting, occupation, or use without such consent shall be void, unenforceable, and of no legal effect and shall, Option of the Landlord, constitute at the default under this Lease. Notwi- thntanding -- tiny-- a9.94- cl lime nt ov ul��ettin pr-i-ma t-i-i gT— Tenan�s�a�M�_ Y --1-re b3 c —for- — e- �l —ren t<s --c; cte-- tmd- -o ti►e Irenan-t— uncle- r— th- 1-3— T�e�isc ;-- rind --an t�eh1-ieJahions --o-E Tu b j e c- L—t0 —n -1_1--the —u a nt Y`—t h i Cd —tea r L y--ti se rte— a he}1 —bc —lie re © -€-,._ * 15. Bold Iarmless. 15.1. Tenant shall indemnify and hold Landlord harmless from any and all claims for personal injury or Proprty damage or of any other nature arising from Tenant's occupancy e and use of the Premises or from any other alleged negligence, act, omission, or breach of this Lease of the Tenant, or any officer, agent, employee, guest, licensee, or invitee of Tenant, and from all costs, attorneys' fees, expenses, and liabilities incurred b Landlord in defending against Y otherwise incurred in connection with panyi such cla t soying, o g, or In case any such action or proceedin be Landlord, Tenant upon notice from Landlord shall brought efend the asame at Tenant's expense by counsel satisfactory to Landlord in its discretion. 15.2. Neither Landlord nor its agents shall be liable for any damage or loss by theft to property entrusted to employees of the Complex, with Landlord's consent or otherwise, nor for any injury to or damage to persons or property resultin from fire, explosion, falling plaster, steam, gas, electricity,, water, or rain which may leak for any reason from any part of the Complex or from the Pipes, appliances, or plumbing works therein or from the roof, street, or subsurface or from any other place, or the actions or omissions of other tenants, or from any other d Occurrence of any nature whatsoever, unless any such is due to the willful occurrence of Landlord, its agents, servants, or employees. Tenant hereby assumes all risk of d,�rnage to property us injury to persons in, upon, or about the Premises from any cause other than Landlord's willful Tenant hereby waives all negligence, and Landlolo rd. claims in respect thereof against La Tenant acknowledge--- th I-)rovicle .any SecurilY _ at, since Land will not .}.tem held 1l�ihle for _.ecuri.ty in for the Complex, Landlord cannot be thr" Complex claim agilinst Landlord Cor breech of Complex and hereby waives any by the willful negligence of Landlord. security unless Occasioned !- lzlble— for - 1093— Of— bL131nP_9� o!33-0 Land-lord--- �hn -l3— not —be in— the— (� rem ic,es-- or—� :n the— c;c�Em 1�,x nt— nor -- for — Any - latcnt-cfe fect notice to Landlord in case of fire or accidents in l they Premises in the Complex or of defects eq u il�ment. therein or in the fixtures or eq 15.3 Landlord shall indemnify -_and hold Tenant harmless from any and all claims arising from or Omissions Of Landlord. 10911,9enL acts, errors 16. Subrogation_ As .Long as Llei.r res �ecL-ive insurers so permit without additional pr.ernium, Landlord tuall.y waive their re�;l)OCI -i.ve ri.�lhts of recovery Tenant hereby rnu- for any loss insured by fire, extended coverage,�,andt�otherch other 12 A 0� � Property insurance policies existing for the benefit of the respective parties. Each party shall obtain any special endorsements, if required by their insurer, to evidence compliance with this waiver. 17. Insurance. During the term of this Lease, Tenant, at its sole cost and for the mutual benefit of Landlord and Tenant, shall carry and maintain the following insurance coverages and any other coverages which Landlord or any mortgagee of the Complex may require, with amounts of coverage and otherwise in form and substance satisfactory to Landlord in its discretion: 17.1. Casualty insurance, including extended coverage and plate glass insurance as required by Landlord, and coverage for fire and smoke damage on all of Tenant's leasehold improvements and personal property in or about the Premises or Complex, in an amount of not less than 100 percent of the replacement cost thereof. Landlord shall be na►ned additional insured as its interests may appear and shall be entitled to recover thereunder for any loss occasioned to Landlord by reason of Tenant's negligence. Any proceeds shall be used for the repair or replacement of leasehold improvements damaged or destroyed during the term of this Lease. 17.2. Comprehensive public liability insurance insuring Tenant against liability for injury to persons or damage to properties occurring. in or about the Premises or arising out Of the ownership, maintenance, use, or occupancy thereof. The coverage shall be not less than $500,000.00 per $1,000,000.00 per occurrence for bodily injury and person and for property damage. Y 7 Y . $100,000.00 17.3. Workmen's compensation insurance insuring Tenant from all claims for personal injury and death in such � may, from time to time, amounts as be sufficient to pay the maximum accumulated award allowed by Colorado law. 17.4. During the construction of any improvements in the Premises, builders' all -risk insurance covering the full value of the services performed and materials furnished for "all risks of physical loss ", including collapse and transit coverage, With deductibles subject to the approval of Landlord in its discretion and with the policy to include the "permission to occupy upon the completion of work or occupancy" endorsement and such other endorsements as Landlord may require. 17.5. If Tenant fails to obtain and maintain said insurance, Landlord shall have the right (but not obligation) to effect si.►ch insurance at the expense Rent. of Tenant as Additional Such payment from Tenant monthly payment of Base Rent. Tenant ���shall edeliver ltlo Landlord, prior to occupancy of the Premises, copies of renewals of said Policies at least 30 clays prior to any expiration thereof. Each policy :;hall name Landlord as an additional insured as its interests may appear, shall provide th't the coverage therein may not be cancelled or materially modified without at least 30 days, prior written notice to Landlord, and shall expressly waive any rights of subrogation against Landlord. 1 °• Services and Utilities. Subject to Lhe rules and regulations of the Comlilex attached as Exhibit r, and provided Tenant is not in default hereunder, Landlord agrees to furnish service; and utilities to the conunon areas. Landlord shall have no li��bili.Ly for any interruption of utilities services unless the same is caused by or the willful or negligent misconduct of Landlord. -13- �11,* 18.1. Landlord shall bring water lines and electric wiring to the Premises. Water and electric lines will be provided to the Premises, but Tenant will be solely responsible for the charges for water and electric Premises. current used in the 18.2. Landlord shall on a 24 -hour basis I,tlndlord= s— j�clgmant��,nd in accordancelwith l�catingA"G-- requi-r-ed,4,� for the use and occupation of the Pre mises,�eexcept rduringlthe making of repairs, inspections, alterations, or improvements. Tenant agrees 3to coope'rateein theereductio�nrof en to the complex, in accordance with recommendations of theapplicablensutility tion supplier. Premises other than Tthenbathrroomsscommonptovath bathrooms the te shall provide, at its expense, all furnishings Complex, Tenant services therefor, said private bathrooms hereby being uplies,and part of the Premises. Tile furnishings and supplies shall be serviced and replaced by Tenant's personnel. 19. Taxes. Tenant shall fully and timely and asscssmen stst levied, rates imposed , charged, opaassessedanow or in the future in respect of Tenant's usage or occupancy of the Premises or in respect of the personal propert furniture, and facilities of business of Tenant,onrl fixtures, tile Premise if any, when the same become due, including, without limitation,' any taxes on rents paid by Tenant under this Lease, whether billed directly to and payable by Tenant or whether Landlord is responsible for collection and Payment. indemnify and hold Landlord harmless from and Taga.instag all ssuch claims and loss(.,, and expense arising from them and to promptly deliver to Landlord for inspection, upon written request of the Landlord, evidence satisfactory to Landlord of such payments. In the event any or all of the Tenant's leasehold improvements, equipment, furniture, fixtures, and personal property are -14- i assessed and taxed taxes its share of such taxes the Complex, Tenant shall pay Landlord within five days after delivery to Tenant of Landlord's written statement setting forth the amount of such taxes on Tenant's property. 20. Rules and 11crrilations. Tenant shall faithfully observe and comply with the rules and regulations for the Complex which are attached hereto as Exhibit F and made a part hereof. Landlord reserves the right to make all reasonable modifications to. tile_ rules and regulations from time to time. The additions and modifications to those rules shall be binding upon Tenant upon delivery of a copy of them to Tenant. no liability to Tenant for the failure of others ens tsstolcomply with the rules and regulations. 21• Surrender; 1(olclin over -, termination of this Lease o Landlord's retaking the expiration or the Premises pursuant to Paragraph 25.11 Tenant shallJeurrendeer ssion of the Premises in a broom -clean and good condition and repair. If Tenant remains in Possession of the Premises or any part thereof after such expiration, termination, or retaking, with or without the express written consent of Landlord a tenancy from month to month only at a rental cinptheyamolunt of 125 percent of� the last monthly rental Percentage Rent, and Additional Rent (including ease Rent, payable hereunder, and upon all �� P Rent) all other charges all those as to length of tenancpli cable terms hereof excluding and responsible to Landlord for all coetsn incurred by Landlord liable a result of any failure of Tenant to so surrender possession, including, but not limited to, the amounts required to be paid to third parties who were to have occupied the Premises. In the event Tenant does not remove that property which it is entitled to remove under Article 11 hereof on or before the date of such expiration, termination, or a retaking of possession, then the subject property shall be deemed abandoned and become the property of the Landlord, ndlordama thereupon and La use, dispose of, and otherwise enjoy the beneficial incidents of ownership thereof as Landlord may deem appropriate discretion. Tenant hereby waives any rights it has atcommon law or under statute with regard to the storage, destruction, damage, loss of use and ownership of that property affected b foregoing provisions of this Article 21t p y Y the duri-.ug_.bus.inc.sS_liour,. �( 22. Ent rye 1,ancll�rd• Landlord and it agents may enter the Premises at any time for the Purposes making repairs, alterations, or improvements to f tiles Premises or inspecting and the Complex, as Landlord may deem necessary or proper for the safety, improvement, or preservation thereof, for access to ducts and mechanical shafts (which Tenant supply any other services to be p agrees not to obstruct) �lnd rovided by to other rights of Landlord under this Lease and to exercise Premises to prospective purchasers or tenants of the Complex. show the The Tenant shall not be entitled to compensation or rent abatement for any interference or discomfort occasioned by Landlord's entry. Landlord may enter by means of a mar key without affecting this Lease except for gross and without liability tot Tenant failure to exercise due care of Tenant's property. Tenant shall not change the exterior door locks to the Premises without Landlord's prior written con_;crlt. 23. Cols_ ilty i,oss to the Prernises. 27.1. In the event the Premises are totally or pirtially destroyed by fire or other c,lsualt this i,er� :e, I,.1ncilord !.h�ill have S during the term of faith discretion, whether the, Premise. to c?tner�ene, in its good restored by the exercise of due diligence within and ithi g n a period of -15- I C�v 1 60 days from the end of said 30 -da incurrence of overtime labor or other Y period, without the give Tenant written notice of its premiums. Landlord shall said 30-day c, determination by the end of Y period. If Landlord determines cannot be made within said 60 -da that restoration Landlord, may give written notice cancellation lord onl of this Lease contemporaneously with the notice of estimated restoration period. such snotice rmis given, of the Lease shall hall terminate as of the (late thereof, with rentals � being prorated as of the t-ermintion date and with the parties being released from any further obligations hereunder. If no such notice of cancellation is given, the Landlord shall rebuild the Premises with due diligence, this force and effect, and the Lease shall remain in full exclusive— ef__Porcant-d e_ rental (including Additional Rent but which the area of the Premise ) haof which aTenant that proportion reason of such damage or consequent repairs beard todthelentire area of the Premises for the duration of such deprivation. If Landlord determines that the Premises can be ired restored within said 60 -day period, the Landlord shallpProce and ed to repair the Premises, and this Lease shall remain in full force and effect, with the rentals being abated Burin_ an (including Additional Rent) not g Y period of time that the Premises or any part thereof are rendered untenable. 23.2. Landlord shall not be liable complete repairs within the period estimated, provided for failure to estimate was made in good faith and Landlord as Landlord's reasonable 'diligence in making such repairs exercised shall be extended b Y and such period adjustment of Y an unanticipated delays in obtaining insurance losses, labor difficulties, unavailability or any delays due to strikes, beyond the control of Landlord. °f material, or other causes for any injury to or Landlord shall have no liability property interference with Tenant's business or y resulting from any damages, improvements to any portion of the Prem psess'oalteration, or except in the case of willful neglect of Landlords the Complex, 23.3• If a total or partial Premises occurs because of the fault of Tenet ruction of invitee, the employees, or assigns, the rentals due under this Lease shall not be abated in any the whatsoever, damages to the Premises shall be at the option of Landlord. of 27.4• blotwithstanding anything contained in this Article 23 Y the contrary to repair, reconstruct toretol "d shall have no obligation described in this Article occurs during Premiset when the damage term of this Lease or any extension thereof, or when Landlord good faith efforts year of the cannot ne o►_' d by sufficient for restoring or repairing an insurance settlement full (reg,�rclless of whether the g the .,object casualty in could he complete(l within the ,iCoresaid restoration and repairs either event this Lease 120 -day period) hall terminate and in Paragraph the above, unless Landlord in its discretion elects undertake ttie necessar in Y restoration and repairs. tO 23.5. Landlord shall not be injury or damage by fire or other cause, required to repair any replacements of any panels or to make railings, ecoration, office repairs or installec i ill Premises covering, partitions fixtures, by Tenant. Unless caused byeLandlord's will- ful nc�Jliy�nc -�, error or. omission. 24. nefllllt. followin The occurrence of any one or more of the g events s1�a11 constitute a default and breach of this Lease by Tenant: *24 . G 1 � andlord fails to perform % is otherwise in default of any L,.: tyre terms of this Lease and such default is not cured within 30 days after receiving notice thereof, Tenant may, at its discretion, (a) terminate this Lease; and U other legal or equitable remedy under federal aw or the lawseofany tile State of Colorado. Tenant; 24.1• Tile vacating or abandonment of the Premises by rent or other Zpayment failure be Tenant madetb make a nY payment of and when due; y Tenant hereunder, as 24.3. The failure by Tenant to observe or perform any Of the other covenants, conditions, or to be observed or performed by the Tenant,ras and when dues Lease 24.4. The making by Tenant of any general assignment or general arrangement for the benefit of creditors; or the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt, or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a filed against Tenant, the same is dismissed within 60 days); p e or the appointment of a trustee or a receiver to substantially all of Tenant's assets located atkthe p °r Possession of of Tenant's interest in this remises or restored to Tenant within 30 days; Lease, where possession is not or other judicial seizure of substantially all axc located at the Premises or of Tenant's interest of m Tenants assets where such seizure is not discharged within 30 days; n this Lease, and information 4 to• the an 's uor issioa eof false es misleading the form of personal or business datagsotasotorobtainflLandlord 's consent to lease or other unfair preference. 24.6 See * above. 25. Remedies _ _for Def�iult. In the event of an breach of Tenant, Landlord may at an Y default or without notice or demand and without limiting with or exercise of a right which Landlord may g Landlord in the default or breach, proceed as follows: y have by reason of such 25.1. with or without terminating this Lease, reenter and take possession of the Premises or any part thereof a repossess mess ! the same as of L'andlord's former estate and expel Ten, and those claiming through or under Tenant effects of hotly or either with force and remove the deemed guilty of trespass or of a forcible centry or detainer Y, without being without prejudice to any remedies for arrears of and Preceding breach of covenants (Tenant hereb irrevocably rent or its rights to make any claim under the Colorado forcible waiving and detainer statutes, entry thereafter relet the Prei §1 U0 -101, C.11.S.I et se therewith incur upon such term•- - --q')' and �lIch attorneys' fees s and in connection renovations, and other costs as brokerage commissions, its discretion. In such eventL�Landlordmashall rnUel� lent tl d in recover from Tenant the balance of the rentals reserved herein until the expiration of the term hereof to incurred to Landlord by reason of Tenant's �defauTt including, damages not limited to, the cost of g, but Premises, expenses of recovering possession of the reletting, including renovation alteration costs for the Premises attorneys' real estate commission paid (provided that Tenant � fees, and any real [Or any rentals actually shall receive credit and an electiotl of Landlord Ceotetobterminatedshall no Landlord to Postpone re letting), p .t one until the end of the term an t require Un actions for such reserved rentals which become odelinquent. Unpaid for of rent or other sums interest from the date payable shall bear interest to be due at the Default Rate until paid, said in addition to any late payment fee applicable pursuarrt to to 6,2 hereof. repossessing, using, or Landlord's actions constitute a termination ofethetinq the Premises in surrender of the Premises o Tenant (if Tenant has shall not Lease or an acceptance of a abandoned the -17- same) unless so declared by Tenant is adjudicated a bankrupt, 1e Landlord in writing. In case ed against under any laws, state or federalrofordrel or in case affairs of eflofpdebtors, a receiver is ippointed to conclude and liquidate Tenant, provable claim the Landlord, at its election in bankruptcy or ' shall have a to the sum receivership equa of the last six monthly rental number of rental installments or applicable which sum as may be the bankruptcy or insolvency la s, whichever dis is minimum amount fixed and liquidated b greater, greater, the Parties to the of damage sustained b a bankruptcy or receivership of Tenant, y Landlord as a result of the result Provable in damages may bankruptcy or receivershipdandalthe constitute the moneys as amount said be satisfied, at the election of security deposited out of any obligations hereunder as security for the of Tenant. 25.2. Pursue any other remedy available to Landlord at law or equity or underwtherstatutestor the State of Colorado, all of which shall as cumulative with and not in lieu of one another bandc the rexpress remedies of Landlord provided herein. remedy shall not An exercise of any such exer later time or the rcontemporane us cexercise hof sot remedy at a without limitation on the generality of the foregoing, in the er hoin remedies. event Landlord terminates this Lease for a default by Landlord, at its election and in lieu of reserving rentals enant Paragraph 25.1, may recover such damages as may law or equity. For any default of Tenant hereu der, allowable at recover from Tenant all of Landlord's attorneys, Landlord may Y fees and other costs incurred in connection therewith, regardless of the remedy or remedies pursued. 25.7. The Landlord shall have a lien on all furniture, implements, goods, chattels, or other personal property which ma at any time be upon the premises and belong to the Tenant or its assigns as security for all rentals herein reserved. Y personal property shall not be Said consent of the Landlord until allrr ntadlstdueeoro without due the hereunder shall have first been Landlord, upon an event of default �'lb and discharged. The Possession of said personal Y the Tenant, may take sell the same for the best price property scan rbeoObtained use or to or private sale and, out of the proceeds the at public or other amounts due reoE, Pay all rentals the Landlord the Landlord's exercise of its rights createdo arising out of surplus, it any, to the Tenant. hereby, paying the any portion thereof, shall be If said personal property, or private salmi offered at public auction or the Landlord may become the purchaser thereof. Tenant shall, upon request, execute such Landlord may request in order to perfect financing statements as granted herein. the security interest 16* p Eminent Ro- .ain�Termination of Lease, or Complex shall be taken by r r} �t o - If the Premises in part for public PkIrpose s 1 �► ►((''rrlrlr► ltttrtdomain in whole or gonrl - - -- faith —fuse et 1!andlord/�sI ia�i determine interferes with 'Ien.int'ls ibi' _then the in —its taking substantially purp�sns !)ermit'ted under Articley9 i hereof and shall for thb writt r_n n� ce there f w. give Tenant Lanai• 1 Land1l '?'cld�',ill(;70 day; after the subject taking is substantt.� ^ termines that the taking causes �interCerence, then this Lease such either party, shall forthwith cease and terminate upon the or Of writte i notice to tlle other part for here,.an,ler shall be �ro�erl I y' and the rentals provided hiking, provided that and properly apportioned to the date of such given within five days art rl receipt t ►�`�� ion by Tenant must be as to the effect of the taken /Ir"►uiklt }ixlc'�;; determination 9. If tI ( Landlord determine. that ali( Tenant -1 ©- the taking causes no such rbstantial interferggt- g,rthe t Lease shall be terminable o giving written notice there lY at the election 0En Land lord�bynt subject taking is final . �� 1<t3— 'Fenaitt within 30 days after the abatement of rentals for ��� �, in no event shall there be any Lease is not terminated f�r au substantial n takin f then If this shall be abated in the proportion that an gr then rentals taken bears to the total area of the Premises. of the Premises any taking by eminent domain In tt�e event of receive the entire award for hertComplex sotataken,�y and yTenant shall have no claim for the value of any Portion of its ant estate so terminated, except for any moving expenses specifically granted Tenant in the award. Y Without limitation on the foregoing, agrees that reducing or increasing the width Of or-anotherwise hereby changing any sidewalk adjoining narrowing, improving, the Complex, the widening to or around the Complex ,cthegch.angingnoEsparking regulations, `adjacent prohibiting parking, or making of any street a one-way street, or a through street, stop street, or boulevard, or changing of bus stops or anything else wt�ict� vehicular n any manner affects pedestrian or lar traffic, shall be deemed not to be a interference with Tenant's use of the Premises substantial Tenant to any reduction, rebate, allowance °r entitle the rental or otherwise under this Lease. or any adjustment of 27. Estoppel Certifi` s. Tenant covenants and agrees execute, acknowledge, and deliver to Landlord upon Ladlord's written request, a and statement certifying that this is unmodified (or, if modified, stating the modifications a full force and effect; Lease been paid; ; stating the dates to which Base ) and in aid; stating whether or Rent has default under this Lease not Landlord or Tenant the default (and, if so, specifying is in ); and stating such other Y1ng the nature of request, and agrees that matters as Landlord may relied upon b r ucll statement may be delivered to and with respect to rathex existing Prospective mortgagee or purchaser deliver such a statement withinTenant 10 days raftertawritten request from Landlord shall be a Failure to in full force conclusive upon Tenant that this Lease is and conclusive without modification except as may be represented by Landlord; that there are no uncured defaults by Landlord or Tenant under this La Landlord; Lease except as may represented that not more than one month's rent tasebeepaidin advance; and that all other matters requested for disclo in the status most favorable to sure are Landlord in its discretion. Landlord, as determined by 20. Parking; Common Areas. . 28.1. Tenant used by park all vehicles or whatever type Y 'tenant and Tenant's ernploy,.es only are der;ignat0d b Y in those are - which Y L.�n�llorcl Cor thi [�utpo;e, it Landlord in its d i:,ct et ion cl�oo,,e clesign.1tion shall u„ ° 'nake such a designation, and said discretion subject to modification b from time to time, and Y Landlord in its responsibility of seeing that Ten.nt's Tenant accepts the such areas as are so desicn.�ted. employees park only in after receipt of written notice tenant shall, within five days L automobile license numbers of torn Landlord, Tenant's vehicles r furnish Landlord all vehicles assigned or belonc in Landlord shall not be liable to l g to Tenant's Y and loss, or otherwise Tenant for any claim of non-designated s °n account of the use of customer and other rJ - .paces. L�and.lord agrees to furnish Tenant with one parking spices throughottL- Lhe terra of this Lease. 2(! • 2 • Landlord shall during the term of make this Lease, ;e, in such available at Landlord all times ,hall from time portions of the Complex as to time designate in its discretion, q�A-19- such common areas (as that term is hereinafter defined) as Landlord shall from time to time deem appropriate in its discretion. Tenant shall have the nonexclusive right during the term of this Lease to use the common areas for itself, its employees, agents, customers, invitees, and licensees. The term ^common areas- is hereby defined as the portions of the Complex which have at the time in question been designated and improved for common use by or for the benefit of more than one tenant or concessionaire in the Complex, including, without limitation, the parking area, access and perimeter roads PassagewaYs, if any, service corridors and if any, truck access from leaseholds within the complex, Stairways providing exterior walks, arcades E , landscaped areas, stairways, elevators, escalators and /or ramps, interior corridors, elevators, stairs, arcades and /or balconies, directory equipment, washrooms drinking fountains, toilets, and other public facilities, zoobut excluding any portion of the Complex when designated by the Landlord for a non - common use. 28.3. All common areas shall be 'subject to the exclusive control and management of Landlord or such other persons or nominees as Landlord may have delegated or assigned to exercise such management or control, in whole or in part, in Landlord's place and stead. conform with any rules and enant agrees to abide by and areas b regulations adopted for the common y Landlord pursuant to the terms hereof, and to cause its employees, agents, concessionaires, and licensees and their employees and agents so to abide and conform, and to use its best efforts to cause all their customers to so abide and conform. In no event shall Tenant have the right to sell or solicit in any manner in any of the common areas, except as approved or required by Landlord. 28.4. Landlord shall have the necessary, ight to close, if y all or any portion of the common areas to such extent as may be necessary to prevent a dedication thereof or the accrual of any rights of an accrual be determined b any Person or of the public therein, as also have the right to close its Landlord shall the common areas to discourage non-customer a any Portion of to construct additional improvements in the common areas, and to use Portions of the common areas while engaged in making additional improvements, repairs, or alterations to the Complex, and to do and Perform such other acts in, to common areas as Landlord in its discr ti nitshallspdeem tto the appropriate for the Complex. 28.5. Landlord shall have the right to increase or reduce the common areas, to change the nature or purpose thereof, to rearrange the Parking spaces and improvements situate in the common areas, and to make such changes to the common areas which Landlord in its discretion may deem to be desirable, however, Lhat Tenant's access to the Premises rnotdebe unreasonably impaired. shall 29. Relc�cntion. I -f- the-- Tennnt -LS- Rentable -�,rea i. S= :than 1,500 square feet, Tenant agrees 9- 1es•�_ than to other space in the Com the Landlord may relo�a[� Tenant of rentable tile Alex containiprJ -at -lest the same amount l� pace as pryl„i3eovided that the rent is not increased above_tl»_n►n6unt able hereunder and that the costs Payable 7 n.�nt including costs of altering the new space tt> mnYc- iN- compnreble -to- the- Prcmi- 9c-s- ; -� -re- borne-- by`�nd� -end. J0. Re_newal Terms Ch 'I in Rent - option to renew this lease for a term oflsthr���� ant shall have an same terms anri conditions as are Years upon the rent during said first renewal Year term shallebe except that the per year. 'Pcnnn�3ha -il- hove- ct- furthc�o �r�n -t $ sec_ ['ar_a. 37.4 P o- renew -th.t3 Z-ease -20- ), (I,, , for an additional term of years and conditions as are provided herein except that the rent during said sec nd renewal term shall be $ per year. 'The Eaetl— of —sa_id Option rivin shall be exercised by Tenant equest tice by certified mail to Landlord at least one (1) return receipt the then existin term, month before the expiration of Of either of the fore It aditio condition the the going ions that h exercise of said option Tenant shall not be in default hereunder time of the or shall not be in default under an agreement executed simultaneously herewith. 31, Advertisinn• Establishment of Merchants Association. 31.1. Tenant agrees the s under writtendcon s consent ofPLandlord in its discretion. name not not to conduct the business given the prior cretion. any purpose other than shall ,nota�se the of m of the Com conducted by plea for the Tenant in the Premises, business to be photographs, television, or movie film Of the shall Complex for use advertising or other promotional purposes without the consent of Landlord, not 31.2. Tenant and Tenant's employees and agents shall solicit business in the parking or other common areas of the Complex, nor shall Tenant distribute any y handbills or other y matter on automobiles parked in the parking area or other common areas within the Complex. 3-k = 3 :— TcnAnt�- Agr�e�— it- 3hel� -bccom participate fully in and remain in good standing �cmberi -of-- association for the retail tenants in the Complex (tile mM c d Association"' tanks ), should any such merchants associate erchants and abide by the regulations of such Merchants Ate• -ae1�e formed, member tenant and the Landlord shall hav�ope �o ion' operation of said Merchants s Each Association shall be to As,ociation to in the encourage m m eb rs �kO objects of such courteously with their customers deal fairly and services at fair o sell their merchandise or prices, to falycr ethical business assist the business of ti practices, to center -wide advertising tenants by sales promotions interest to the membe g `end promote other matters and of said Association. of common Association a� ma!'enant agrees to pay such dues y be agreed upon b to the Merchants Said du�;�_;hall be sub' Y the Merchants Association. vote subject to adjustments, approved b ��t�the members of the Association, increasinc the ttr� extent required b Y a majority Y increases in the costs of dues to ubli>~rclnkions;-- ndverti�ing; and - ther -9ery -ices. promotion, 32. General Provision 32.1. Txhibits, hl�tt�- and riders, if any, _ - mind Riders. Exhibits or affixed to t•hisLeasee -ire yaLandlord and Tenant and endorsed ton conflict between them and a part hereof and, in the event of a controlling and shall overridepr vision of this Lease, shall be provision of this Lease. J2. 2 • Wa ever. tlo Failure b tite strict performance of an Y Landlord to insist upon condition hereof for the exercageeement, term, covenant, or consequent upon a breach of of any the Fze s , no acceptance i �ht or remedy Y to t:lte Premises or of full or Y Landlord of rentals or other charges due hereunder r partial payment of any of any outstanding breach by constitute a waiver y Tenant hereunder, an acceptance of a -21- 0,1 � surrender of this Lease, or an accord and satisfaction, and in any such event this Lease shall remain in full force and effect with Tenant continuing to be unqualifiedly liable for its obligations and duties hereunder and with Landlord to have continued recourse to all available remedies for a default by Tenant. No agreement, term, covenant, or condition hereof to be Performed or complied with by Tenant, and no breach thereof, shall be waived, altered, or modified except by written instrument executed by Landlord. No waiver of any breach shall affect or alter this Lease, but each and eve, covenant, and condition hereof shall continue yin agreement eforceeand effect with respect to any other term then existing or subsequent breach thereof. Notwithstanding any termination of this Lease, the same shall continue in force and effect as to any provisions hereof which require observance or performance by Tenant subsequent to termination. 12.7• L ►otices. Any notices and demands required or given b permitted to be y either party to the other pursuant to this Lease shall be in writing given if personally served Or when cd positedeinethedUnitedcStates mail, certified or registered mail with return receipt requested, Postage prepaid, addressed to the other party at the following addresses or at such other address as either party ma have specified in a notice given as provided in this Article: y To Landlord: Guaranty Federal Savings a Loan TIT —In 1 rrg stun , a Tama To Tenant: A"1-V-L r —fir ' Resort Company of Colo 13 ZV� re Transit "1VLado d /b /a A v-QI _gyp _p 1 G 2 0 11tt�ntion: Mc • Robert Mcllveen 72.4. Joint obli ation. party comprising the Tenant, the If there be more obligations imposed upon lthemoas Tenant shall be joint and several. 72.5. tiarc7 in�i1 ifea titles to dlgs. The marginal headings and the Articles of this Lease are not a part of this Lease and shall have no effect upon the construction or this of any part hereof. 72.6. TimQ. Time is of the essence of this Lease and each and all of its provisions in which performance or observance by Tenant is a factor. 72.7. Suc_r__essors ancf___Assignns. The conditions herein contained covenants and assignment, apply to and bind the�►cirto the provisions as to administrators, and assigns of the parties hereto ors, executors, 72.©. Recorq,?tion. Tenant shall not record this Lease consent a short form memorandum of Landlord. tile hereof without prior written co 72.9. Q�liet I'o,�se� .ion. Upon Tenant a reserved hereunder and performing paying the rent conditions, and provisions to be observed lb Of the covenants, have quiet possession of the Pbemis y Tenant, Tenant shall free and clear of any third_ art es Eor tl�e entire term hereof, under Landlord, but subject to all ttielrprovisions of, tthroLgaseor _22_ 1 /� U o'� 1 72.10. Entire Agreement. This Lease and any addenda and the exhibits referred to herein and attached hereto constitute the final and complete expression of the parties' agreements with respect to the Premises and Tenant's occupancy thereof. Each party agrees that it has not relied upon or regarded as bindinc an negotiations P I Y Prior or extrinsic agreements, whether oral# orrwritten, except asaexpressly set forth'herein. h herein. 32.11. Inability to Perform. obligations of the Tenant hereunder shall This Lease and the the Landlord is unable er ful fill an hereunder or is delayed in loin fi y of its obligations 1 is caused by reason of strike, labor disputesln acts tof oGod elor any other cause beyond the reasonable control of the Landlord. J2. 12. Attor- ey_Fees. In the event of any action or proceeding brought by either party aga Lease, inst the other under this the prevailing party shall be entitled to all costs and expenses, including the fees of its attorneysoinr such amount as the court may adjudge reasonable. 32.17. Sale of Premises Landlord. If the Landlord sells the Complex or obtains financing th by t e reCor which is secured he Complex, Landlord may freely assign this Leap connection therewith. In the case of a_sale �e in and is hereby_ _ entirel . _Landlord shall be covenants and obligationsrcontained 1n orbdeItY f om- -ath of its arising out' of any act, occurrence - is Lease tlye cons1111"Ritior) of such sale; and the purchaser atcsuchnsaa ter any subsequent sale of the Premises shall be deemed, further agreement, to have assumed and agreed to carry out all of without any the covenants and obligations of the Landlord arising under this Le_aSe after conveyance of title to it, but it shall not be liable for any prior breaches. Tenant s1ta11 attorn to an purchaser as a valid successor landlord. Y such 72.14• Subordination Attornment, Tenant's interest in the Premisr_�- This Lease and to any mortgage or deed of trust shall executed b or and subordinate hereafter encumbering the Complex. Y Landlord now or shall be necessary to accomplish or evidencet�s act or agreement provided that Tenant shill, upon request b any mortgagee or deed of trust beneficiary and Landlord �rex cuteysuch additional documents as may be appropriate to confirm and the subordinate states of this Lease and of Tenant s ratify the Premises. Tenant '`' interest in hall also, if any mortgagee or deed of trust beneficiary shall so require, execute be necessary to make this Lease and Tenant Tenant's interests in the Premises prior and superior to an trust. If the Premises or the Complex shall o begsold ou deed of lieu of foreclor,ure of any mortgage or deed of truston or in shall, if so requested by the person acquiring title as a result Tenant Of such sale, but not otherwise, attorn to such person and execute such documents as may be appropriate Lease remains to full force and effectnotwith standingrn� that this Tenant hereby appoints the Landlord his such sale. irrevocably, to execute, acknowledge, attorney -in -fact instruments provided for herein, as Landlord may deemrnecessar,ny Y 7 ?..lS. `�rv_eral)il..it.y. Any provision of this Lease shill j)L "UVe to be invalid, void, or illegal shall in no way affect, impair, or invalidate any other provsi such other provision shall remain in full forcelandneffect reof, and he 72.16. Cumulative RenedieS• 1!o remedy hereunder shall be deemed exclusive but shall wherever election be cumulative with all possible, other remedies at law or in equity. q y. -23- 32.1 Choice of the laws of the e State Law. This Lease shall be governed by of Colorado. 32.18. Amendment or Modification. acknowledges and agrees that no am amendment modification of this Lease shall be valid or binding unless expressed in writing executed by the parties hereto in the same tang and execution of this Lease. manner as to the 32.19. Covenants Tnde endent construed as if the covenants . This herein between Landlord and aTenant are independent and not dependent entitled to an and Tenant shall not be y setoff against Landlord if Landlord fails to perform its obligations hereunder. 32.20. Covenants �s Condit o s. Lease performable b —- Each provision of this condition precedent to shall be deemed both a. covenant and a obligations hereunder, further performance by Landlord of its 32.21• Real Estate brokers. defend, hold harmless Tenant covenants to pay, against an and indemnify the Landlord from and compensation, acomrnission sts, expenses, or liabilities other agent with respect to this Leasesorltileenegotiations Cor any on behalf of Tenant Y any broker or Landlord, and Landlord unless otherwise agreed hereof h writing b and indemnify tiie Tenant from and Pay, defend, hold harmless, expenses, or liabilities Y and all costs, charges claimed b for any compensation, commissions Lease or the negotiation rhereof rontbehalfeof commissions, issi to, this Landlord. 32.22. Relationship of Landlord contained herein shall be deemed or construed Tenant. nothing relationship of principal and agent, or of creating joint venture between the g the •greed that no Parties Hereto partnership, or of provision contained in this t Lease or n any understood f the parties hereto shall be deemed to create an other than the relationshi of P of Landlord and Tenant. relationship 33. Improvements and Finie Landlord and the provisions of ExlibituDjhereto the a the Premises shall be constructed and finished approval of specifications of the Tenant. • the interior of Tenant Pursuant to the expenses associated with or allocable to such construction and .hall bear all costs and finishing, except for an provided for in any Work Letter Agreement finish allowances expressly Exhibit D. Tenant Agreement attached hereto as construction or an .Ball Pay Landlord tile actual costs of Tenant, within 10 days Portion ter thereof, submit!-, to deposits made by of the pertinent architects Tenant invoices appropriate parties evidencinc contractors, to dates as may be specified in Exhibit such Dcosts or other Perform or comply with Tenant's obligations yu der Ee ib it D shall l constitute a breach of this ease, nder Exhibit D shall 34. Excu111a- Uon_or iandlor.-(l look solely to lire Landlords Tenant specifically agrees to redressing any default b interests in the Complex for that neither Landlordl nor Landlord 7, aEE hereunder, it being Partners, agents employees, � affiliates, directors g `greed personal licensees, or assigns sha, llohaveeany liability whatsoever in connection with an default. any such 35. l�uthority oEirenant. corporation, partnershi In the event that Tenant is a this Lease on behalf Of p Tenant LtLehresentyendhepartiet executing to Landlord -24- I that Tenant is a duly formed and validly existing entity, that Tenant has all inherent authority necessary for entering into this Lease, and that Tenant has validly authorized said signatories to execute and deliver this Lease on behalf of the Tenant. 36. Approval of Morttga ce. At Landlord's election, the enforceability of this Lease shall be contingent upon the approval of its terms and provisions by the mortgagee or holder of any mortgage or other encwnbrance on the Complex. 37. Special Provisions. 37.1 Existing broken window will be replaced at Landlord's expense by Landlord. 37.2 Landlord shall be provided a copy of plans and specifications for approval. Landlord shall inspect Tenant's improvements prior to move -in date. 37.3 Expenses under paragraph 6.3 shall not exceed $4.50 per square foot per annum for through periods Monthly expense payment for that $662.63. period will be 37.4 The base rent for the renewal term shall be $12.00 per square foot per annum as adjusted to increase for the same percentage increase that the Consumer Price Index (for all urban consumers for the Denver Area, published by the Bureau of Labor Statistics for the United States Department of Labor, in which 1967 = 100) increases from the published index for the period January through June, 1988 to the published index for the period July through December, 1991. The base rent for the second and third annual periods of the tion period shall likewise be adjusted. If thisoindex is discontinued, the parties shall agree on a substitute index. Iii WI'T'NESS WHEREOF, Landlord and Tenant have made this Lease as of the day, month, and year first above written. Tenant: 13FAVER CRL'EK RESORT COMPANY OF COLORADO d /b /a i3L11VL1_t RIu TRANSIT a__CQlorado nonprof i t corpora lion ]j �j rzL. l . c"OLiG1✓ itle L.ancll.ord: By 1 �. �jItle t_0''Fc-7 -25- STATE OF COLORADO ss. COUNTY OF ) The foregoi g instrument was /7 Witness my hand and official s STATE OF - COMRADoTGyq S COUNTY OF Y a-,-) � s s . The foregoing instrument was J'sr day Of ,41_)(„ )c r ,ono i�•1 fore me this a s A`%+- -aly ruAllc bP,eLS; %/q r ed before me this -. as Witness my hand and official seal. ' Notar Public LINDA J. NEIIOR i•: MY COM"IS310N EXPIRES May 9. 1992 Offt\ r � V O 7 O _ _ n a:[� � �* � r r x11.1 _f.�J1� _� ;. � f � .� � • 1 •' 4 Tq- ILIVAJO 7 r !) p rq m N„♦, I ,� ±may '• •'" • r • •,• ' •� A It I M _t H f•1 V Y ti y /A N 1 ' O M O i n v i�1\ 1 EXIIIDIT D CONDOMINIUM UNITS 1101/1102, 1103, 1104, 1108A, 110813, 1109A, 1109D, 1110, 1111, 1112/1113, 1114,' 1115, 1116, 1201, 1202, 1203, 1204, 1205, 1206, 1207, AND 1209, AVON CENTER AT DEAVER CREEK -I, ACCORDING TO THE CONDOMINIUM MAP RECORDED DECEMDER 11, 1901 IN BOOK 333 AT PAGE 205, AND FIRST AMIA-IDMENT THERETO RECORDED JUNE 3, 1902 IN BOOK 341 AT PAGE 247 AND AS DEFINED AMID DESCRIDED IN THE CONDOMINIUM DECLARATION RECORDED DECF14DER 71 1981 IN DOOK 333 AT PAGE 3, COUNTY OF EAGLE, SATE OF COLORADO 01� V� EXHIBIT C LEASE TERM MIENDMENT TO COMMERCIAL RETAIL LEASE THIS AGREEMENT, made as of the 19 between day of (hereinafter referred to as "Landlord ") and (hereinafter referred to as "Tenant"). W I T N E S S E T If WHEREAS, by Lease made this 19_x, Landlord leased unto Tenant certain Premises located in the retail ' shopping area of the complex known commencing t ' , Colorado, for a as 19 9 12 :00 noon on the term and ending at 12:00 noon on` day of unless sooner terminated or extended as 19 provided therein,'and WHEREAS, Landlord and Tenant now desire to amend the Lease to establish different commencement and expiration dates; NOW, THEREFORE, Landlord and Tenant hereb Lease shall be amended as follows: Y agree that the 1• The term of the Lease shall be deemed to have commenced on 19 and shall continue until 12:00 noon on ► 19 , unless sooner terminated or extended as Provided therein. 2. Except full forceandeff ct hereby amended, the Lease shall continue in J. This Agreement shall be binding on the parties hereto their heirs, executors, successors, and assigns. 1tf WITNESS WHEREOF, ' Agreement to be dul the Parties hereto have caused this 19 y executed this day of Tenant: a , By Title: Landlord: _ a By Title: EXHI ©IT F RULES AND REGULATIONS It is further agreed that the following rules and regulations shall be and are hereby made a part.of this Lease, and the Tenant agrees that its employees and agents, or any other permitted by the Tenant to occupy or enter said Premises, will at all times abide by said rules and regulations and that a default in tite performance and observance thereof shall operate the same as any other defaults herein. 1. The sidewalks, corridors, lobbies, common areas of facilities, and stairways shall not be obstructed by bicycles or other vehicles of any of the tenants, or used by them for any purpose other than for transportation to and from the Complex. 2. Furniture, equipment, or supplies shall be moved in or out of the Complex only during such hours and in such manner as may be prescribed by the Landlord. No safe or article, the weight of which may constitute a hazard or danger to the Complex or its equipment, shall be moved into the Premises. Safes and other equipment, tite weight of which is not excessive, shall be moved into, from, or about the Complex only during such hours and in such manner as shall be prescribed by the the Landlord shall have the right to designate the Landlord, 1 cation ofd such articles in that space. Landlord will not be responsible for loss of or damage to any such safe or from any all damage done to the Complex by moving p or t maintaining c any e such and expense of Tenant. safe or other property shall be repaired or replaced at the J. Tile name of the Tenant and /or signs of the Tenant not be placed upon any part of the shall of the Premises, and then Premises only by such except upon the door size, form, and color Landlord. This as shall be sign writers and of first specified such provision shall apply to by tite office spaces ­1 4. The toilet rooms, fixtures shall not be used the same are intended, and misuse on the part of the be paid for by the Tenant. back or wedging the faucets n y. urinals, wash bowls, and other water for any purpose other than that which any damage resulting to the same from Tenant, its agents or employees shall No person shall waste water by tying or in any other manner. 5. No additional lock or locks shall be placed by the Tenant on any door in the Complex unless written consent of the Landlord shall first be obtained. A reasonable number of keys to the Premises and to the toilet rooms will be furnished by tite Landlord, and neither t:lte Tenant, its agents or employees, shall have arry duplicate key made. At the termination of this tenancy, the Tenant sltall promptly return to the Landlord all keys to offices, toilet rooms, or vaults. , 6. Tenant shall not use, keep, kept .-Illy noxious gas, liquid, . or similar substance or permit to be used or si s the Premises, or permit or suffer the Premises in a manner off to be occupied or used offensive to objectionable to the Landlord or other occut,ir,ts of the Complex by reason of noise vibrations, or cause or permit the burning of trash or garbage in or about the Complex, or interfere in any way with other tenants or those having business therein, nor shall any animals, fish, or birds be brought in or kept in or about the Premises or the Complex. No tenant shill make or permit to be made any unseemly or disturbing noise or disturb or interfere with occupants of this or neighboring buildings or premises or bu "ness with them whether by the use of radio, phonograph, unusual noise n��t those having otheric al instrument, , or in any Y. 110 Tenant T shall throw or discard anything outside of their entrance door or in corridors, lobbies or other common areas. 7. Tenant shall not use or keep in the Premises or the Complex any kerosene, gasoline, or flammable or combustible fluid or combustible material, or use any method of heating or air conditioning or any method of distribution of same other than that supplied or approved by the Landlord. 0. The Tenant shall not mark upon, paint signs upon, cut, drill into, drive nails or screws into, or in any way deface the walls, ceiling, partitions, or floors of the Premises or of the Complex, and any defacement, damage, or injury caused by the Tenant, its agents or employees, shall be paid for by the Tenant. 9. Tenant agrees to use chair pads to be furnished by Tenant under all rolling and ordinary desk chairs in the carpeted areas throughout the term of this Lease. This provision shall apply only to office space. 10. No window shades, blinds, screens, or draperies will be attached by Tenant without Landlord's prior consent. 11. Both office space and commercial retail space Tenants shall use the dumpsters on the first floor for the disposal of all trash and waste material. 12. Tenant shall see that the doors of the Premises are closed and 'securely locked before leaving the Complex after hours and must observe strict care and caution that all electricity shall likewise be carefully shut off, so as to prevent waste or 17. All loading and unloading of goods shall be done only at such times, in the areas, and through the entrances designated for such purposes by Landlord. 14. The delivery or shipping- of merchandise, supplies, and fixtures to and from the Premises shall be subject to such rules and regulations as in the judgment of Landlord are necessary for the proper operation of the Premises or the Complex. 15. The Landlord reserves the right -to make such other and further reasonable rules and regulations as in its judgment may from time to time be needful and desirable for the safety, care, and cleanliness of the Premises and for the preservation of good order therein. -2- '0