Exhibit 10.8
ASSIGNMENT AND ASSUMPTION OF LEASE
THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this "Assignment") is
dated as of April 29, 1997 among Lockheed Xxxxxx Tactical Systems, Inc., a
New York corporation (the "Assignor"), L-3 COMMUNICATIONS CORPORATION, a
Delaware corporation (the "Assignee"), and KSL, Division of Bonneville
International, a Utah corporation (the "Landlord"), with reference to the
following:
RECITALS
A. The Landlord, as landlord, and the Assignor, as tenant,
executed a Lease Agreement dated November 1, 1995, (which, together with all
modifications, amendments and supplements thereof, is hereinafter referred to
collectively as the "Lease"), a copy of which is attached hereto and
incorporated by reference as Exhibit A, pursuant to which Landlord leased to
the Assignor and the Assignor leased from Landlord property and improvements
described therein located in Oquirrh Mountains Range, Utah (the "Premises").
B. The Assignee is acquiring certain assets and assuming certain
liabilities from the Assignor including the Assignor's rights, leasehold
interest and obligations under the Lease.
C. In connection with such acquisition, the Assignor desires to
assign the Lease to the Assignee, and the Assignee desires to accept the
assignment of the Lease from the Assignor.
D. The Landlord has agreed to enter into this Assignment to, among
other things, evidence its consent to such assignment of the Lease.
NOW, THEREFORE, for good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the Assignor, the Assignee and
the Landlord hereby covenant and agree as follows:
1. Assignment. The Assignor grants, assigns and transfers to the
Assignee, its successors and assigns, all of the Assignor's right, title and
interest in, to and under the Lease (including, without limitation, any
options under the Lease and any rights to extend or renew the Lease) and the
Assignee accepts from the Assignor all of the Assignor's right, title and
interest in, to and under the Lease.
2. Assumption of Lease Obligation. The Assignee assumes and
agrees to perform and fulfill all terms, covenants, conditions and
obligations required to be performed and fulfilled by the Assignor under the
Lease, including, without limitation, the obligation to make all payments due
or payable on behalf of the Assignor under the Lease as they become due and
payable.
3. Representations of Assignor and Landlord. The Assignor and the
Landlord represent to the Assignee as follows:
(a) The Lease attached hereto as Exhibit A is a true, correct and
complete copy of the Lease (including all modifications, amendments and
supplements thereof) and the same are the only agreements between
Landlord and the Assignor with respect to the subject matter thereof.
(b) The Lease is in full force and effect and, except for the
modifications, amendments and supplements included in Exhibit A, the
Lease has not been modified, amended or supplemented.
(c) Except as net forth on Exhibit B, no default by the Assignor
or the Landlord has occurred and is continuing under the Lease, and no
event has occurred and is continuing which with the giving of notice or
the lapse of time or both would constitute a default thereunder.
(d) No minimum or base rent or other rental has been paid in
advance (except for the current month).
(e) The monthly amount of base rent due under the Lease as of May
1, 1997, is $1,050, and the minimum or base rent and all other rentals
and other payments due, owing and accruing under the Lease have been
paid through April 30, 1997.
(f) The term of the Lease commenced on November 1, 1995, and the
current term of the Lease expires on October 31, 1998.
4. Landlord's Consent.
The Landlord hereby consents to the Assignor's assignment of the
Lease to the Assignee and the Assignee's assumption of the Lease. On and
from the date of this Assignment forward, the Landlord hereby releases and
relieves the Assignor from any and all liability and obligation under the
Lease, and agrees to look solely to the Assignee for performance of the
terms, covenants and conditions of tenant under the Lease.
5. Successors and Assigns. This Assignment shall be binding on
and inure to the benefit of the parties hereto, and their respective heirs,
personal representatives, successors and assigns, provided that this Section
5 shall not be construed to permit any future assignments of the Lease or
subletting of the Premises except as permitted by the Lease.
6. Counterparts. This Assignment may be signed in counterpart
and, as so executed, shall constitute a binding agreement.
7. Governing Law. This Assignment shall be governed by and
construed in accordance with the laws of the state in which the Premises are
located.
IN WITNESS WHEREOF, the parties hereto have executed this
Assignment as of the date first above written.
WITNESS/ATTEST: ASSIGNOR:
LOCKHEED XXXXXX TACTICAL SYSTEMS,
INC.
___________________________ By:________________________(SEAL)
Name: Xxxxxxx X. Xxxxx
Title: Vice President and Assistant
Secretary
ASSIGNEE:
L-3 COMMUNICATIONS CORPORATION
___________________________ By:________________________(SEAL)
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President, Finance and
Controller
WITNESS/ATTEST: LANDLORD:
KSL, a division of BONNEVILLE
INTERNATIONAL CORPORATION
___________________________ By:________________________(SEAL)
Name: Xxxxx Xxxxxxxx
Title: Chief Engineer
STATE OF NEW YORK, COUNTY OF NEW YORK, TO WIT:
On this 30th day of April, 1997, before me a notary public of said
State, Xxxxxxx X. Xxxxx, the undersigned officer, personally appeared Xxxxxxx
X. Xxxxx, who acknowledged himself to be a Vice President and Assistant
Secretary of Lockheed Xxxxxx Tactical Systems, a New York corporation, and
that he, as such Vice President and Assistant Secretary, being authorized so
to do, executed the foregoing instrument for the purposes therein contained,
by signing the name of the Corporation by himself as a Vice President and
Assistant Secretary.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
____________________________
Notary Public
My Commission Expires:
STATE OF NEW YORK, COUNTY OF NEW YORK, TO WIT:
On this 30th day of April, 1997, before me a notary public of said
State, Xxxxxxx X. Xxxxxxxxx, the undersigned officer, personally appeared
Xxxxxxx X. Xxxxxxxxx, who acknowledged himself to be a Vice President of L-3
Communications Corporation, a Delaware corporation, and that he, as such Vice
President, being authorized so to do, executed the foregoing instrument for
the purposes therein contained, by signing the name of the corporation by
himself as a Vice President.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
____________________________
Notary Public
My Commission Expires:
STATE OF UTAH, COUNTY OF SALT LAKE, TO WIT:
On this 28th day of April, 1997, before me a notary public of said
State, Xxxxx Xxxxxxxx, the undersigned officer, personally appeared Xxxxx
Xxxxxxxx, who acknowledged himself to be a Chief Engineer of KSL-TV, a Utah
corporation, and that he, as such Chief Engineer, being authorized so to do,
executed the foregoing instrument for the purposes therein contained, by
signing the name of the corporation by himself as a Chief Engineer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
____________________________
Notary Public
My Commission Expires:
EXHIBIT A
THE LEASE
TO: Xxxxx Xxxxxxx
FROM: Xxxxx X. Xxxxxx
DATE: January 10, 1996
SUBJECT: LCS Facilities Lease Request
Xxxxx, attached is the Lease request documentation for the Far Field Test
Antenna Range we have been discussing. I understand you will attached the
general liability, automobile coverage and workers compensation insurance
certification requested in paragraph 11 on page 6 of the lease. LCS will
make the helicopter insurance requirement noted in the same paragraph a
requirement of the purchase order(s) issued for that service.
If you have any questions you can call me at 000-000-0000.
Thank you for your assistance in this matter.
cc: X.X. Xxxxxx
D.C. Freeze
T.O. Miiller
LEASE AGREEMENT
This Lease Agreement (the "Agreement") is entered into this 1st day
of November, 1995 between KSL, a division of Bonneville International
Corporation, a Utah corporation, with its principal place of business at
Xxxxxxxxx Xxxxx, 00 Xxxxx 000 Xxxx, X. O. Xxx 0000, Xxxx Xxxx Xxxx, Xxxx
00000-0000 ("Lessor") and Loral Communication Systems, a New York
corporation, with its principal place of business at 000 Xxxxx 0000 Xxxx,
Xxxx Xxxx Xxxx, Xxxx 00000 ("Lessee"), in light of the following
circumstances:
Recitals
Whereas, Lessor is the owner of certain television and radio
transmission facilities located in the Oquirrh mountain range in Salt Lake
and Tooele counties, Utah at a location commonly known as Xxxxxxxxxx Peak
(the "Site"); and
Whereas, Lessee is engaged in the business of satellite
communications and data link services; and
Whereas, Lessee desires to lease from Lessor certain space and
equipment at the Site;
Now, therefore, for good and valuable consideration, the receipt
and sufficiency of which are acknowledged, Lessor and Lessee agree as
follows:
Terms and Conditions
1. Leased Premises. Lessor hereby leases to Lessee, and Lessee
hereby accepts from Lessor, that certain space and equipment at the Site
identified on Schedule A to this Agreement (the "Premises") for the location
and operation of a test antenna of approximately six feet in length. A
complete list of Lessee's equipment to be located at the Premises (the
"Equipment") is attached to this Agreement as Schedule B.
2. During Furnished Items. During the term of this Agreement,
Lessor shall furnish Lessee with the following:
A. Access to the Site over the access road available to Lessor for
that purpose. Lessee understands that it will be subject to the same
restrictions on the use of such road as may be imposed on Lessor from
time to time by the entities controlling the property upon which the
road is located, including the Kennecott Copper Corporation, Alpha
Communications and Hercules Corporation;
B. Heat, light and toilet facilities at the Site;
C. The right to connect to the power load center at the Site for
the operation of the Equipment. Lessee's use of electricity will be
separately metered by Lessor. Lessor shall invoice Lessee monthly for
such electrical usage at the established commercial rates of the Utah
Power and Light Company, plus the lesser of ten percent of Lessee's
monthly statement or $30.00 for administration and general expenses.
Invoices shall be payable within twenty days of the date of billing. In
the event an invoice is more than ten days delinquent, Lessor, upon five
days written notice, shall be entitled to cease supplying Lessee with
electricity;
D. Upon Lessee's request, emergency service, if available, for the
Equipment. Rates for emergency service are set forth in Schedule O to
this Agreement and may be adjusted from time to time as determined by
Lessor;
E. The right to make reasonable alterations, attach fixtures and
erect additions to the Premises as required to operate the Equipment,
but only so long as plans for such alterations, attachments or additions
are submitted, along with a list of added and/or replaced materials, to
Lessor for approval, which approval shall not be unreasonably withheld.
In no event shall any of Lessee's alterations, attachments or additions
interfere with the operation or work of Lessor or of other tenants at
the Site;
F. Other services, such as the use of tools and parts owned by
Lessor, at the rates listed on Schedule O, as such may be adjusted from
time to time as determined by Lessor; and
G. Maintenance of the Site in good operating order.
3. Monthly Payments by Lessee. In exchange for the right to
occupy the Premises and operate the Equipment, Lessee shall pay to Lessor the
monthly rental payment and other fees set forth in Schedule C to this
Agreement. The monthly rental payment shall be payable in advance on or
before the first day of each calendar month at Lessor's principal place of
business or at such other place or in such other manner as Lessor may from
time to time direct; provided, however, that in the event the term of this
Agreement shall commence on other than the first day of a calendar month or
terminate on other than the last day of a calendar month, the monthly rental
payment shall be prorated on a daily basis for such partial calendar month.
Unless otherwise specifically set forth elsewhere in this Agreement, all
other payments required to be made by Lessee to Lessor shall be paid by
within twenty days of the date of invoice.
4. Other Costs. Lessee recognizes that additional expenses may be
incurred by Lessor from time to time for the benefit of Lessee and other
tenants at the Site, such as the cost of transporting various government
inspectors, tax assessors, state and/or county officers/officials and the
like to and from the Site. Lessee agrees to pay its share of such costs on a
pro rata basis as calculated by Lessor. Lessor shall provide Lessee with
proof of such costs, along with calculations for determining the amount
charged to Lessee.
5. Compliance. Lessee's operations at the Site shall be in full
compliance with all applicable laws, statutes, ordinances, rules and
regulations of any governmental authority having jurisdiction over Lessor,
Lessee or the Site, including, but not limited to, the Federal Communications
Commission (the "FCC"). Lessee shall bear the cost and responsibility for
all matters pertaining to its operations at the Site, including, but not
limited to, applications, renewals, regular or special reports, discrepancy
citations, inspections or any changes in equipment which may be required from
time to time by the FCC or standards of good engineering practice.
Lessee shall protect all persons at the Site at all times from
exposure to excessive non-ionizing radiation (as determined by the FCC, the
Occupational Safety and Health Agency, the Environmental Protection Agency or
any other governmental authority) which may be generated as a result of
Lessee's operations. In the event Lessee's operations appear to be causing
excessive non-ionizing radiation, Lessor shall have the right, but not the
obligation, to take whatever action Lessor deems appropriate to reduce the
amount of such radiation, including, but not limited to, the interruption of
Lessee's operations or the reduction of Lessee's transmission power. Lessor
shall invoice Lessee for the costs of any such action and Lessee shall
promptly pay such amount within twenty days of the date of invoice.
6. Interference. Lessee acknowledges that Lessor reserves the
right to grant space, premises, facilities and/or rights to third parties at
the Site that are the same as or similar to those granted herein to Lessee.
Lessee shall endeavor in good faith to conduct its activities in accordance
with sound electronic and engineering practices and applicable FCC standards
and will cooperate with Lessor and other tenants at the Site so as to
anticipate and prevent Interference, as that term is defined below. A list
of Tenants at the Site as of the commencement of this Agreement is attached
hereto as Schedule S.
If Lessee's operations cause Interference, Lessee shall, at its
sole cost and expense and without recourse to Lessor, cause any such
Interference to be corrected within ten days following written notice thereof
to Lessee. Pending correction, Lessee shall immediately cease the activity
or remove the equipment causing the Interference. If Lessee fails to act
within the given time frame, Lessor may cause the required corrections to be
made. Lessor shall invoice Lessee for the costs of any such action and
Lessee shall promptly pay such amount within twenty days of the date of
invoice.
"Interference" shall be deemed to exist if (i) a final
determination to that effect is made by an authorized representative of the
FCC pursuant to its rules and regulations; (ii) a condition exists which
constitutes interference within the meaning of the provisions of the rules
and regulations of the FCC in effect at the time; or (iii) Lessor makes a
good faith determination that its technical operations or the technical
operations of any other tenants at the Site are being adversely affected by
Lessee's activities.
7. Lessor Improvements. Lessor reserves the right to replace or
install additional equipment at the Site necessary or desirable for its own
operations. Lessor shall not be liable for any disruption of or interference
to Lessee's operations by reason of such replacement or installation, but
Lessor agrees to cooperate with Lessee and to use reasonable efforts to
resolve in advance any problems that might arise in connection with these
activities.
8. Assignment or Sublease. Lessee may not assign or transfer this
Agreement or any interest therein, sublease any interest covered by this
Agreement or encumber, hypothecate or otherwise give as security this
Agreement or any interest therein without the prior written consent of
Lessor, which consent shall not be unreasonably withheld. No assignment,
transfer or sublease shall be effective as against Lessor for any purpose,
unless Lessor shall have consented thereto in writing prior to such
assignment, transfer or sublease and unless all sums due from Lessee,
together with any costs to Lessor to cover reasonable legal and other
expenses of Lessor in connection with such assignment, transfer or sublease,
shall have been paid to Lessor.
Each and every attempt to assign, sell, transfer or encumber this
Agreement or any interest therein and each and every attempt to sublease any
interest covered hereby in a manner contrary to that set forth in this
paragraph may be deemed a default by Lessee hereunder.
Lessor's consent to one assignment, transfer or sublease by Lessee
or acceptance of performance from an assignee, transferee or sublessee shall
not be deemed a waiver by Lessor of the restrictions of this paragraph as to
subsequent attempts to assign, transfer or sublet by Lessee or by Lessee's
heirs, successors, assigns, transferees or sublessees. As used herein, the
terms Lessor and Lessee shall be deemed to include their respective heirs,
successors, assigns, transferees or sublessees.
The terms, conditions and covenants contained in this Agreement
shall apply to, inure to the benefit of and be binding upon the parties
hereto and their respective legal representatives, successors, assigns,
transferees and sublessees.
Lessor shall have the right to transfer and assign, in whole or in
part, all of its rights and obligations hereunder and in the Site and in such
event Lessor shall be released from any further obligations hereunder and the
successor-in-interest of Lessor shall have all the rights and obligations
hereunder and in the Site with respect to Lessee.
9. Term. The initial term of this Agreement shall begin on
November 1, 1995 and shall end on October 31, 1996. This Agreement shall
thereafter be renewed for up to three additional two year periods (from
November 1, 1996 through October 31, 1998; from November 1, 1998 through
October 31, 2000; and from November 1, 2000 through October 31, 2002,
respectively) upon the same terms and conditions set forth herein unless
Lessee provides Lessor with written notice at least ninety days prior to the
expiration of the then current term.
10. Default by Lessee. The following events shall be deemed to be
events of default by Lessee under this Agreement (each such event of default
is hereinafter referred to as an "Event of Default"):
A. Lessee shall fail to timely pay any monthly rental payment as
referenced in paragraph 3 above or any other sum of money due hereunder
and such failure shall continue for a period of ten days;
B. Lessee shall fail to comply with any provision of this
Agreement not requiring the payment of money, all of which provisions
shall be deemed material, and such failure shall continue for a period
of twenty days after written notice of such default is delivered to
Lessee;
C. Lessee shall become insolvent or fail to pay its debts as they
become due or Lessee notifies Lessor that it anticipates either
condition;
D. Lessee takes any action to file a petition under any section or
chapter of the United States Bankruptcy Code or under any similar law or
statute of the United States or any state thereof or a petition shall be
filed against Lessee under any such statute or Lessee or any creditor of
Lessee notifies Lessor that it knows such a petition will be filed or
Lessee notifies Lessor that it expects such a petition to be filed; or
E. A receiver or trustee shall be appointed for Lessee's leasehold
interest in the Premises or for all or a substantial part of Lessee's
assets.
Upon the occurrence of any Event of Default, Lessor may at its
option and without further notice to all other remedies given hereunder or by
law or in equity, do any one or more of the following: (i) terminate this
Agreement, in which event Lessee shall immediately surrender possession of
the Premises to Lessor; (ii) enter upon the Premises and expel or remove
Lessee's Equipment therefrom, with or without having terminated this
Agreement; and (iii) change or re-key all locks to entrances to the Site and
Lessor shall have no obligation to give Lessee notice thereof or to provide
Lessee with a new key to the Site.
The exercise by Lessor of any one or more remedies hereunder shall
not constitute an acceptance of the surrender of the Premises by Lessee.
Lessee acknowledges that a surrender of the Premises can be effected only by
a written agreement between Lessor and Lessee.
If Lessor terminates this Agreement by reason of an Event of
Default, Lessee shall pay to Lessor the sum of (i) the cost of recovering the
Premises; (ii) the unpaid monthly payments and all other indebtedness accrued
hereunder to the date of such termination; (iii) to the extent the same were
not paid, the cost of repairing, altering or otherwise putting the Premises
into a condition acceptable to a new tenant or tenants (if Lessor elects to
so relet) (collectively, the "Reletting Expenses"); (iv) all expenses
incurred by Lessor in enforcing Lessor's remedies, including attorneys' fees
and court costs; (v) the total monthly payments and other benefits which
Lessor would have received under this Agreement for the remainder of the
term, minus any net sums thereafter received by Lessor through reletting the
Premises during such period; and (vi) any other damages or relief which
Lessor may be entitled to at law or in equity. Lessee shall not be entitled
to any excess rent obtained by reletting the Premises.
If Lessor repossesses the Premises without terminating this
Agreement by reason of an Event of Default, then Lessee shall pay to Lessor
the sum of (i) the cost of recovering the Premises; (ii) the unpaid monthly
payments and all other indebtedness accrued hereunder to the date of such
repossession; (iii) the Reletting Expenses; (iv) all expenses incurred by
Lessor in enforcing Lessor's remedies, including attorneys' fees and court
costs; (v) the total monthly payments and other benefits which Lessor would
have received under this Agreement for the remainder of the term, minus any
net sums thereafter received by Lessor through reletting the Premises during
such period; and (vi) any other damages or relief which Lessor may be
entitled to at law or in equity. Re-entry by Lessor will not affect the
obligations of Lessee for the unexpired term of this Agreement. Lessee shall
not be entitled to any excess rent obtained by reletting the Premises.
Actions to collect amounts due by Lessee may be brought on one or more
occasions without the necessity of Lessor's waiting until the expiration of
the term of this Agreement.
Upon termination of this Agreement or repossession of the Premises
due to an Event of Default, Lessor shall not be obligated to relet or attempt
to relet the Premises or any portion thereof or to collect rent after
reletting, but Lessor shall have the option to relet the whole or any portion
of the Premises for any period to any tenant and for any use and purpose.
11. Insurance. Lessee shall at its own cost and expense procure
and maintain general liability insurance coverage and automobile coverage in
the face amount of at least $1,000,000.00 per occurrence and workers
compensation insurance as prescribed by Utah state law. A certificate of
insurance naming Lessor as an additional insured shall be attached to this
Agreement as Schedule I. In addition, Lessee shall use only certified and
insured helicopter carriers for trips and from the Site. Such carriers shall
carry liability insurance in the face amount of at least $5,000,000.00 per
occurrence. All such insurance shall cover Lessee's employees, agents and
invitees while in, or about the Site and while traveling to and from the
Site, including losses attributable to the presence of the Equipment,
Lessee's employees, agents or invitees while in, on or about the Site.
Lessee shall be solely responsible for procuring and maintaining property
insurance on the Equipment.
12. Indemnification. Lessee shall indemnify, defend and hold
harmless Lessor and any officer, director, employee, contractor, agent or
affiliate of Lessor (collectively, a "Lessor Related Party") from and
against any and all liabilities, obligations, damages, claims, suits, losses,
causes of action, liens, judgments and expenses (including court costs,
attorneys' fees and costs of investigation) or any kind, nature or
description resulting from any injuries to or death of any person or any
damage to the Site which either (i) arises from or is claimed to arise from
any act, omission or negligence of Lessee or any employee, officer,
contractor, agent, subtenant, guest, licensee or invitee of Lessee; (ii)
arises from a breach, violation or nonperformance of any term, provision,
covenant or agreement of Lessee hereunder or a breach or violation by Lessee
of any court order or any law, regulation or ordinance of any federal, state
or local authority; or (iii) arises from the activities of Lessee in and
around the Site or the operations or conduct of Lessee's business upon the
Site (collectively, the "Claims"), except to the extent such Claims are
directly caused by the gross negligence or willful misconduct of Lessor. If
any such Claim is made against Lessor, Lessee shall at its sole cost and
expense defend such Claim by or through attorneys satisfactory to Lessor. In
resolving or settling any Claim, Lessee shall obtain a release of such Claim
made against Lessor or any Lessor Related Party. The indemnity obligations
of Lessee are in addition to Lessee's obligations to obtain and maintain
insurance as otherwise provided herein.
Lessee specifically agrees to look solely to Lessor's interest in
the Site for the recovery of any judgment against Lessor.
13. Limits on Liability. Lessor shall have no liability to Lessee
or any other party for any loss allegedly occasioned by the nontransmission
or partial transmission of Lessee's data or damage to the Equipment by reason
of the physical collapse of a tower or antennas, breakdown of a transmitter
or its components, failure or inability of Utah Power and Light Company to
supply electrical power, failure of Lessor's emergency generator, acts of
God, sabotage, earthquake, fire, theft, burglary, windstorm or any other
hazard (natural or man-made), strikes or walkouts,cancellation of Lessee's
licenses or any other cause beyond Lessor's control. Lessor shall have no
liability to Lessee or any other party and Lessee shall indemnify Lessor from
and against all claims, costs and expenses for non-ionizing radiation claimed
to originate as a result of Lessee's operations at the Site.
14. Lessor's Facilities. Lessor shall have first call on
personnel and all Lessor's equipment at the Site, which personnel and/or
equipment may be temporarily limited by reason of personnel or power shortage
and/or demand for reconstruction following a general breakdown caused by acts
within or beyond Lessor's control. Lessor's emergency power supply equipment
at the Site will not be available to Lessee in the event of a Utah Power and
Light Company failure, except as otherwise provided in Schedule O.
15. Property Tax. Lessee shall be responsible for any property
taxes which arise from the operation of the Equipment at the Site. Lessee
acknowledges that the Equipment may be located in Salt Lake and/or Tooele
counties.
16. Late Charges. Any amount owing to Lessor from Lessee under
this Agreement that is thirty days past due shall be assessed a late charge
of $50.00 per invoice per month for each invoice totaling less than $500.00
and a late charge of $200.00 per invoice per month for each invoice that is
equal to or greater than $500.00.
17. Road Maintenance Charge. Lessee acknowledges and agrees that
an annual charge shall be assessed by Lessor to Lessee to cover access
roadway maintenance and repairs. This cost shall be prorated among the
various users of the Xxxxxxxxxx Peak/Little Xxxxxxxxxx Peak areas and is due
and payable from Lessee on or before July 1st annually.
18. Notices. All notices to be given under this Agreement shall
be in writing and shall be deemed to have been given if delivered personally,
mailed by certified mail, return receipt requested, or delivered by
recognized commercial courier to the other party at its last known business
address.
19. Governing Law. This Agreement shall be interpreted under and
governed by the laws of the State of Utah.
20. Environmental Representations and Warranties. Neither Lessee
nor Lessee's agents, contractors, authorized representatives or employees
shall engage in any of the following prohibited activities in, on or about
the Site:
A. Cause or permit any releases, discharges or spills of
Hazardous Material on or from the Site;
B. Cause or permit any manufacturing, holding, handling,
retaining, transporting spilling, leaking, treating, disposing or
dumping of Hazardous Material in or on any portion of the Site;
C. Cause or permit to be located on the Site any underground or
above-ground tanks for the storage of fuel oil, gasoline and/or other
petroleum products or by-products;
D. Cause or permit any releases, discharges or spills of fuel
oil, gasoline and/or other petroleum products or by-products; or
E. Otherwise place, keep, or maintain, or allow to be placed,
kept or maintained, any Hazardous Material on any portion of the Site.
For purposes of this paragraph, "Hazardous Material" means any
radioactive, hazardous or toxic substance, material, waste or similar terms,
including, without limitation, petroleum and petroleum products, the presence
of which at the Site or the discharge or emission of which from the Site or
the collection, storage, treatment or disposal of which is regulated by
governmental requirements or regulations.
21. Waiver. The parties agree that the waiver of any breach of
this Agreement by either party shall in no event constitute a waiver as to
any further breach.
22. Headings. Headings on each paragraph of this Agreement are
for reference purposes only and shall not be deemed to have any substantive
effect.
23. Entire Agreement; Construction: This Agreement constitutes
the entire agreement between the parties with respect to the subject matter
hereof and supersedes all prior agreements, contracts or other arrangements.
No amendments, modifications or supplements to this Agreement shall be
binding unless executed in writing by the parties hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first listed above.
KSL, a Division of Bonneville
International Corporation
By:__________________________
Its:_________________________
Loral Communication Systems
By:__________________________
Its:_________________________
Schedule A
The Premises are marked on the attached drawing of the site. The premises
include approximately 210 square feet of space in the attic above the kitchen
in the Transmitter Building shown in the attached drawing for Lessee to
install one six foot antenna with associated equipment of Schedule B.
Attachment: Drawing KSLFPSD002 Site Plot Xxxxxxxxxx Peak
Schedule B
List of Lessee's Equipment
Item Description Qty.
------- ----------- ----
1 HP-83751B Frequency Generator 1
2 HP-8563E Spectrum Analyzer 1
3 HP-3488A Switch Control Unit 1
4 486 Personal Computer 1
5 Video Monitor 1
6 Parabolic Reflector, 6 ft. diameter 1
7 Antenna Feeds (C, X, and Ku) 3
8 Az/El Antenna Positioner 1
9 Antenna Positioner Control Unit 1
10 3 dB 90 degree Coaxial Hybrid 1
11 Coaxial Line Stretcher 2
12 Wideband Coaxial Low Noise Amplifier 1
13 Power Meter 1
14 Directional Coupler 1
15 24V DC Power Supply 1
16 Misc. Cables and Connectors
Schedule C
For the period November 1, 1995 through October 31, 1996, Lessee's
monthly rental payment shall be $1,100.00. If this Agreement is extended as
set forth in paragraph 9, beginning November 1, 1996 and continuing every
year thereafter, the monthly rental payment shall be increased at the rate of
five percent per year.
If Lessee increases and/or modifies the Equipment or otherwise
materially changes the nature of its operations at the Site, Lessor shall be
entitled to increase the monthly rental payment accordingly.
The above-described monthly rental payment shall include the right
of access to one telephone line to be provided by Lessor to Lessee.
Schedule I
Certificate of Insurance
Schedule O
1. Requested Emergency Engineering/Technical Services. $50.00
per hour. Hours shall be invoiced in tenths, with a minimum charge per
request of two-tenths of an hour.
2. Emergency Power Generator Use. This service is available only
to the capacity of the system. Tenants have priority based on their length
of time at the Site. Cost is $8.00/KVA (peak demand rate) per month. Should
operation time exceed fifty hours per year, an additional charge will be made
to cover the cost of additional fuel.
3. Use of Tools and Workshop. The room known as the PI room is
equipped with a work bench and tools, tool board, ladders, drill press,
grinder, extension power cords, goggles and face shield which may be used by
Lessee. Lessee shall be responsible for any loss, breakage or damage. The
cabinet labeled "Tenant Use" contains a minimal assortment of electronic test
equipment that is also available for use.
4. Specialized Equipment and Supplies. An additional charge will
be made for use of some items. The listing of such items is posted on the
bulletin board at the Site and use of these items is subject to permission of
Lessor's engineer on site.
5. Use of Parts and Supplies. Lessor does not stock, inventory,
sell or supply parts. In an emergency, the following rules apply:
A. The requested item must be available and not in immediate need
by Lessor;
B. Approval to use the item must be obtained from Lessor's
engineer on site; and
C. No exchange of money or parts will be allowed, but replacement
with identical and new parts on the basis of replace two items for any
one used within seven days.
Schedule S
Seniority
1. KSL-TV (Operations Began) . . . . . . . . . . . . 1952
2. KSFI (FM) . . . . . . . . . . . . . . . . . . . . Nov. 1, 1957
3. KISN (FM) . . . . . . . . . . . . . . . . . . . . Nov. 11, 1968
4. U.S. Government, Secret Service . . . . . . . . . Jun. 1, 1972
5. KSOP (FM) . . . . . . . . . . . . . . . . . . . . Sep. 15, 1973
6. KRSP (FM) . . . . . . . . . . . . . . . . . . . . Dec. 14, 1973
7. Utah Transit Authority . . . . . . . . . . . . . Nov. 3, 1976
8. Xxxxxxxx Electric . . . . . . . . . . . . . . . . Apr. 4, 1977
9. KBUL (FM) . . . . . . . . . . . . . . . . . . . . Jul. 1, 1977
10. KBER (FM) . . . . . . . . . . . . . . . . . . . . Xxx. 0, 0000
00. Utah Transit Authority . . . . . . . . . . . . . Dec. 1, 1978
12. KBZN (FM) . . . . . . . . . . . . . . . . . . . . Feb. 1, 1979
13. KRCL (FM) . . . . . . . . . . . . . . . . . . . . Aug. 30, 1979
14. Questar . . . . . . . . . . . . . . . . . . . . . Jun. 20, 1981
15. Precision Electronics . . . . . . . . . . . . . . Jun. 26, 1981
16. KKAT (FM) . . . . . . . . . . . . . . . . . . . . Mar. 23, 1983
17. GTE Airfone . . . . . . . . . . . . . . . . . . . Sep. 14, 1990
18. KUMT (FM) . . . . . . . . . . . . . . . . . . . . Aug. 20, 1991
19. Technivision Inc., dba Omnivision . . . . . . . . Mar. 1992
20. Clairtel Communications Group, L.P. . . . . . . . Jun. 15, 1992
21. SMR of Utah, Inc. . . . . . . . . . . . . . . . . Nov. 15, 1992
22. Family Stations, Inc. . . . . . . . . . . . . . . July 6, 1994
23. Loral Communications Systems . . . . . . . . . . Nov. 1, 1995
LEASE AGREEMENT
This Lease Agreement (the "Agreement") is entered into this 18th
day of March, 1996 to be effective November 1, 1995, between KSL, a division
of Bonneville International Corporation, a Utah corporation, with its
principal place of business at Xxxxxxxxx Xxxxx, 00 Xxxxx 000 Xxxx, X. O.
Xxx 0000, Xxxx Xxxx Xxxx, Xxxx 00000-0000 ("Lessor") and Loral Corporation, a
New York corporation, with its principal place of business at 000 Xxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Lessee"), in light of the following
circumstances:
Recitals
Whereas, Lessor is the owner of certain television and radio
transmission facilities located in the Oquirrh mountain range in Salt Lake
and Tooele counties, Utah at a location commonly known as Xxxxxxxxxx Peak
(the "Site"); and
Whereas, Lessee is engaged in the business of satellite
communications and data link services; and
Whereas, Lessee desires to lease from Lessor certain space and
equipment at the Site;
Now, therefore, for good and valuable consideration, the receipt
and sufficiency of which are acknowledged, Lessor and Lessee agree as
follows:
Terms and Conditions
1. Leased Premises. Lessor hereby leases to Lessee, and Lessee
hereby accepts from Lessor, that certain space and equipment at the Site
identified on Schedule A to this Agreement (the "Premises") for the location
and operation of a test antenna of approximately six feet in length. A
complete list of Lessee's equipment to be located at the Premises (the
"Equipment") is attached to this Agreement as Schedule B.
2. Lessor Furnished Items. During the term of this Agreement,
Lessor shall furnish Lessee with the following:
A. Access to the Site over the access road available to Lessor for
that purpose. Lessee understands that it will be subject to the same
restrictions on the use of such road as may be imposed on Lessor from
time to time by the entities controlling the property upon which the
road is located, including the Kennecott Copper Corporation, Alpha
Communications and Hercules Corporation;
B. Heat, light and toilet facilities at the Site;
C. The right to connect to the power load center at the Site for
the operation of the Equipment. Lessee's use of electricity will be
separately metered by Lessor. Lessor shall invoice Lessee monthly for
such electrical usage at the established commercial rates of the Utah
Power and Light Company, plus the lesser of ten percent of Lessee's
monthly statement or $30.00 for administration and general expenses.
Invoices shall be payable within twenty days of the date of billing. In
the event an invoice is more than ten days delinquent, Lessor, upon five
days written notice, shall be entitled to cease supplying Lessee with
electricity;
D. Upon Lessee's request, emergency service, if available, for the
Equipment. Rates for emergency service are set forth in Schedule O to
this Agreement and may be adjusted from time to time as determined by
Lessor;
E. The right to make reasonable alterations, attach fixtures and
erect additions to the Premises as required to operate the Equipment,
but only so long as plans for such alterations, attachments or additions
are submitted, along with a list of added and/or replaced materials, to
Lessor for approval, which approval shall not be unreasonably withheld.
In no event shall any of Lessee's alterations, attachments or additions
interfere with the operation or work of Lessor or of other tenants at
the Site;
F. Other services, such as the use of tools and parts owned by
Lessor, at the rates listed on Schedule O, as such may be adjusted from
time to time as determined by Lessor; and
G. Maintenance of the Site in good operation order.
3. Monthly Payments by Lessee. In exchange for the right to
occupy the Premises and operate the Equipment, Lessee shall pay to Lessor the
monthly rental payment and other fees set forth in Schedule C to this
Agreement. The monthly rental payment shall be payable in advance on or
before the first day of each calendar month at Lessor's principal place of
business or at such other place or in such other manner as Lessor may from
time to time direct; provided, however, that in the event the term of this
Agreement shall commence on other than the first day of a calendar month or
terminate on other than the last day of a calendar month, the monthly rental
payment shall be prorated on a daily basis for such partial calendar month.
Unless otherwise specifically set forth elsewhere in this Agreement, all
other payments required to be made by Lessee to Lessor shall be paid by
within twenty days of the date of invoice.
4. Other Costs. Lessee recognizes that additional expenses may be
incurred by Lessor from time to time for the benefit of Lessee and other
tenants at the Site, such as the cost of transporting various government
inspectors, tax assessors, state and/or county officers/officials and the
like to and from the Site. Lessee agrees to pay its share of such costs on a
pro rata basis as calculated by Lessor. Lessor shall provide Lessee with
proof of such costs, along with calculations for determining the amount
charged to Lessee.
5. Compliance. Lessee's operations at the Site shall be in full
compliance with all applicable laws, statutes, ordinances, rules and
regulations of any governmental authority having jurisdiction over Lessor,
Lessee or the Site, including, but not limited to, the Federal Communications
Commission (the "FCC"). Lessee shall bear the cost and responsibility for
all matters pertaining to its operations at the Site, including, but not
limited to, applications, renewals, regular or special reports, discrepancy
citations, inspections or any changes in equipment which may be required from
time to time by the FCC or standards of good engineering practice.
Lessee shall protect all persons at the Site at all times from
exposure to excessive non-ionizing radiation (as determined by the FCC, the
Occupational Safety and Health Agency, the Environmental Protection Agency or
any other governmental authority) which may be generated as a result of
Lessee's operations. In the event Lessee's operations appear to be causing
excessive non-ionizing radiation, Lessor shall have the right, but not the
obligation, to take whatever action Lessor deems appropriate to reduce the
amount of such radiation, including, but not limited to, the interruption of
Lessee's operations or the reduction of Lessee's transmission power. Lessor
shall invoice Lessee for the costs of any such action and Lessee shall
promptly pay such amount within twenty days of the date of invoice.
6. Interference. Lessee acknowledges that Lessor reserves the
right to grant space, premises, facilities and/or rights to third parties at
the Site that are the same as or similar to those granted herein to Lessee.
Lessee shall endeavor in good faith to conduct its activities in accordance
with sound electronic and engineering practices and applicable FCC standards
and will cooperate with Lessor and other tenants at the Site so as to
anticipate and prevent Interference, as that term is defined below. A list
of Tenants at the Site as of the commencement of this Agreement is attached
hereto as Schedule S.
If Lessee's operations cause Interference, Lessee shall, at its
sole cost and expense and without recourse to Lessor, cause any such
Interference to be corrected within ten days following written notice thereof
to Lessee. Pending correction, Lessee shall immediately cease the activity
or remove the equipment causing the Interference. If Lessee fails to act
within the given time frame, Lessor may cause the required corrections to be
made. Lessor shall invoice Lessee for the costs of any such action and
Lessee shall promptly pay such amount within twenty days of the date of
invoice.
"Interference" shall be deemed to exist if (i) a final
determination to that effect is made by an authorized representative of the
FCC pursuant to its rules and regulations; (ii) a condition exists which
constitutes interference within the meaning of the provisions of the rules
and regulations of the FCC in effect at the time; or (iii) Lessor makes a
good faith determination that its technical operations or the technical
operations of any other tenants at the Site are being adversely affected by
Lessee's activities.
7. Lessor Improvements. Lessor reserves the right to replace or
install additional equipment at the Site necessary or desirable for its own
operations. Lessor shall not be liable for any disruption of or interference
to Lessee's operations by reason of such replacement or installation, but
Lessor agrees to cooperate with Lessee and to use reasonable efforts to
resolve in advance any problems that might arise in connection with these
activities.
8. Assignment or Sublease. Lessee may not assign or transfer this
Agreement or any interest therein, sublease any interest covered by this
Agreement or encumber, hypothecate or otherwise give as security this
Agreement or any interest therein without the prior written consent of
Lessor, which consent shall not be unreasonably withheld. No assignment,
transfer or sublease shall be effective as against Lessor for any purpose,
unless Lessor shall have consented thereto in writing prior to such
assignment, transfer or sublease and unless all sums due from Lessee,
together with any costs to Lessor to cover reasonable legal and other
expenses of Lessor in connection with such assignment, transfer or sublease,
shall have been paid to Lessor.
Each and every attempt to assign, sell, transfer or encumber this
Agreement or any interest therein and each and every attempt to sublease any
interest covered hereby in a manner contrary to that set forth in this
paragraph may be deemed a default by Lessee hereunder.
Lessor's consent to one assignment, transfer or sublease by Lessee
or acceptance of performance from an assignee, transferee or sublessee shall
not be deemed a waiver by Lessor of the restrictions of this paragraph as to
subsequent attempts to assign, transfer or sublet by Lessee or by Lessee's
heirs, successors, assigns, transferees or sublessees. As used herein, the
terms Lessor and Lessee shall be deemed to include their respective heirs,
successors, assigns, transferees or sublessees.
The terms, conditions and covenants contained in this Agreement
shall apply to, inure to the benefit of and be binding upon the parties
hereto and their respective legal representatives, successors, assigns,
transferees and sublessees.
Lessor shall have the right to transfer and assign, in whole or in
part, all of its rights and obligations hereunder and in the Site and in such
event Lessor shall be released from any further obligations hereunder and the
successor-in-interest of Lessor shall have all the rights and obligations
hereunder and in the Site with respect to Lessee.
9. Term. The initial term of this Agreement shall begin on
November 1, 1995 and shall end on October 31, 1996. This Agreement shall
thereafter be renewed for up to three additional two year periods (from
November 1, 1996 through October 31, 1998; from November 1, 1998 through
October 31, 2000; and from November 1, 2000 through October 31, 2002,
respectively) upon the same terms and conditions set forth herein, provided
Lessee gives Lessor written notice at least ninety days prior to the
expiration of the then current term.
10. Default by Lessee. The following events shall be deemed to be
events of default by Lessee under this Agreement (each such event of default
is hereinafter referred to as an "Event of Default"):
A. Lessee shall fail to timely pay any monthly rental payment as
referenced in paragraph 3 above or any other sum of money due hereunder
and such failure shall continue for a period of ten days after written
notice of such default is delivered to Lessee;
B. Lessee shall fail to comply with any provision of this
Agreement not requiring the payment of money, all of which provisions
shall be deemed material, and such failure shall continue for a period
of twenty days after written notice of such default is delivered to
Lessee;
C. Lessee shall become insolvent or fail to pay its debts as they
become due or Lessee notifies Lessor that it anticipates either
condition;
D. Lessee takes any action to file a petition under any section or
chapter of the United States Bankruptcy Code or under any similar law or
site of the United States or any state thereof or a petition shall be
filed against Lessee under any such statute or Lessee or any creditor of
Lessee notifies Lessor that it knows such a petition will be filed or
Lessee notifies Lessor that it expects such a petition to be filed; or
E. A receiver or trustee shall be appointed for Lessee's leasehold
interest in the Premises or for all or a substantial part of Lessee's
assets.
Upon the occurrence of any Event of Default, Lessor may at its
option and without further notice to Lessee and in addition to all other
remedies given hereunder or by law or in equity, do any one or more of the
following: (i) terminate this Agreement, in which event Lessee shall
immediately surrender possession of the Premises to Lessor; (ii) enter upon
the Premises and expel or remove Lessee's Equipment therefrom, with or
without having terminated this Agreement; and (iii) change or re-key all
locks to entrances to the Site and Lessor shall have no obligation to give
Lessee notice thereof or to provide Lessee with a new key to the Site.
The exercise by Lessor of any one or more remedies hereunder shall
not constitute an acceptance of the surrender of the Premises by Lessee.
Lessee acknowledges that a surrender of the Premises can be effected only by
a written agreement between Lessor and Lessee.
If Lessor terminates this Agreement by reason of an Event of
Default, Lessee shall pay to Lessor the sum of (i) the cost of recovering the
Premises; (ii) the unpaid monthly payments and all other indebtedness accrued
hereunder to the date of such termination; (iii) to the extent the same were
not paid, the cost of repairing, altering or otherwise putting the Premises
into a condition acceptable to a new tenant or tenants (if Lessor elects to
so relet) (collectively, the "Reletting Expenses"); (iv) all expenses
incurred by Lessor in enforcing Lessor's remedies, including attorneys' fees
and court costs; (v) the total monthly payments and other benefits which
Lessor would have received under this Agreement for the remainder of the
term, minus any net sums thereafter received by Lessor through reletting the
Premises during such period; and (vi) any other damages or relief which
Lessor may be entitled to at law or in equity. Lessee shall not be entitled
to any excess rent obtained by reletting the Premises.
If Lessor repossesses the Premises without terminating this
Agreement by reason of an Event of Default, then Lessee shall pay to Lessor
the sum of (i) the cost of recovering the Premises; (ii) the unpaid monthly
payments and all other indebtedness accrued hereunder to the date of such
repossession; (iii) the Reletting Expenses; (iv) all expenses incurred by
Lessor in enforcing Lessor's remedies, including attorneys' fees and court
costs; (v) the total monthly payments and other benefits which Lessor would
have received under this Agreement for the remainder of the term, minus any
net sums thereafter received by Lessor through reletting the Premises during
such period; and (vi) any other damages or relief which Lessor may be
entitled to at law or in equity. Re-entry by Lessor or will not affect the
obligations of Lessee for the unexpired term of this Agreement. Lessee shall
not be entitled to any excess rent obtained by reletting the Premises.
Actions to collect amounts due by Lessee may be brought on one or more
occasions without the necessity of Lessor's waiting until the expiration of
the term of this Agreement.
Upon termination of this Agreement or repossession of the Premises
due to an Event of Default, Lessor shall not be obligated to relet or attempt
to relet the Premises or any portion thereof or to collect rent after
reletting, but Lessor shall have the option to relet the whole or any portion
of the Premises for any period to any tenant and for any use and purpose.
11. Insurance. Lessee shall at its own cost and expense procure
and maintain general liability insurance coverage and automobile coverage in
the face amount of at least $1,000,000.00 per occurrence and workers
compensation insurance as prescribed by Utah state law. A certificate of
insurance naming Lessor as an additional insured shall be attached to this
Agreement as Schedule I. In addition, Lessee shall use only certified and
insured helicopter carriers for trips and from the Site. Such carriers shall
carry liability insurance in the face amount of at least $5,000,000.00 per
occurrence. All such insurance shall cover Lessee's employees, agents and
invitees while in, on or about the Site and while traveling to and from the
Site, including losses attributable to the presence of the Equipment,
Lessee's employees, agents or invitees while in, on or about the Site.
Lessee shall be solely responsible for procuring and maintaining property
insurance on the Equipment.
12. Indemnification. Lessee shall indemnify, defend and hold
harmless Lessor and any officer, director, employee, contractor, agent or
affiliate of Lessor (collectively, a "Lessor Related Party") from and
against any and all liabilities, obligations, damages, claims, suits, losses,
causes of action, liens, judgments and expenses (including court costs,
attorneys' fees and costs of investigation) or any kind, nature or
description resulting from any injuries to or death of any person or any
damage to the Site which either (i) arises from or is claimed to arise from
any act, omission or negligence of Lessee or any employee, officer,
contractor, agent, subtenant, guest, licensee or invitee of Lessee; (ii)
arises from a breach, violation or nonperformance of any term, provision,
covenant or agreement of Lessee hereunder or a breach or violation by Lessee
of any court order or any law, regulation or ordinance of any federal, state
or local authority; or (iii) arises from the activities of Lessee in and
around the Site or the operations or conduct of Lessee's business upon the
Site (collectively, the "Claims"), except to the extent such Claims are
directly caused by the gross negligence or willful misconduct of Lessor. If
any such Claim is made against Lessor, Lessee shall at its sole cost and
expense defend such Claim by or through attorneys satisfactory to Lessor. In
resolving or settling any Claim, Lessee shall obtain a release of such Claim
made against Lessor or any Lessor Related Party. The indemnity obligations
of Lessee are in addition to Lessee's obligations to obtain and maintain
insurance as otherwise provided herein.
Lessee specifically agrees to look solely to Lessor's interest in
the Site for the recovery of any judgment against Lessor.
13. Limits on Liability. Lessor shall have no liability to Lessee
or any other party for any loss allegedly occasioned by the nontransmission
or partial transmission of Lessee's data or damage to the Equipment by reason
of the physical collapse of a tower or antennas, breakdown of a transmitter
or its components, failure or inability of Utah Power and Light Company to
supply electrical power, failure of Lessor's emergency generator, acts of
God, sabotage, earthquake, fire, theft, burglary, windstorm or any other
hazard (natural or man-made), strikes or walkouts,cancellation of Lessee's
licenses or any other cause beyond Lessor's control. Lessor shall have no
liability to Lessee or any other party and Lessee shall indemnify Lessor from
and against all claims, costs and expenses for non-ionizing radiation claimed
to originate as a result of Lessee's operations at the Site.
14. Lessor's Facilities. Lessor shall have first call on
personnel and all Lessor's equipment at the Site, which personnel and/or
equipment may be temporarily limited by reason of personnel or power shortage
and/or demand for reconstruction following a general breakdown caused by acts
within or beyond Lessor's control. Lessor's emergency power supply equipment
at the Site will not be available to Lessee in the event of a Utah Power and
Light Company failure, except as otherwise provided in Schedule O.
15. Property Tax. Lessee shall be responsible for any property
taxes which arise from the operation of the Equipment at the Site. Lessee
acknowledges that the Equipment may be located in Salt Lake and/or Tooele
counties.
16. Late Charges. Any amount owing to Lessor from Lessee under
this Agreement that is thirty days past due shall be assessed a late charge
of $50.00 per invoice per month for each invoice totaling less than $500.00
and a late charge of $200.00 per invoice per month for each invoice that is
equal to or greater than $500.00.
17. Road Maintenance Charge. Lessee acknowledges and agrees that
an annual charge shall be assessed by Lessor to Lessee to cover access
roadway maintenance and repairs. This cost shall be prorated among the
various users of the Xxxxxxxxxx Peak/Little Xxxxxxxxxx Peak areas and is due
and payable from Lessee on or before July 1st annually.
18. Notices. All notices to be given under this Agreement shall
be in writing and shall be deemed to have been given if delivered personally,
mailed by certified mail, return receipt requested, or delivered by
recognized commercial courier to the other party at its last known business
address.
19. Governing Law. This Agreement shall be interpreted under and
governed by the laws of the State of Utah.
20. Environmental Representations and Warranties. Neither Lessee
nor Lessee's agents, contractors, authorized representatives or employees
shall engage in any of the following prohibited activities in, on or about
the Site:
A. Cause or permit any releases, discharges or spills of
Hazardous Material on or from the Site;
B. Cause or permit any manufacturing, holding, handling,
retaining, transporting spilling, leaking, treating, disposing or
dumping of Hazardous Material in or on any portion of the Site;
C. Cause or permit to be located on the Site any underground or
above-ground tanks for the storage of fuel oil, gasoline and/or other
petroleum products or by-products;
D. Cause or permit any releases, discharges or spills of fuel
oil, gasoline and/or other petroleum products or by-products; or
E. Otherwise place, keep, or maintain, or allow to be placed,
kept or maintained, any Hazardous Material on any portion of the Site.
For purposes of this paragraph, "Hazardous Material" means any
radioactive, hazardous or toxic substance, material, waste or similar terms,
including, without limitation, petroleum and petroleum produce, the presence
of which at the Site or the discharge or emission of which from the Site or
the collection, storage, treatment or disposal of which is regulated by
governmental requirements or regulations.
The last paragraph 12 of this Lease shall not be applicable to any
representation, warranty or indemnification given to Lessee by Lessor
pursuant to the terms of this paragraph 20.
21. Waiver. The parties agree that the waiver of any breach of
this Agreement by either party shall in no event constitute a waiver as to
any further breach.
22. Headings. Headings on each paragraph of this Agreement are
for reference purposes only and shall not be deemed to have any substantive
effect.
23. Entire Agreement; Construction: This Agreement constitutes
the entire agreement between the parties with respect to the subject matter
hereof and supersedes all prior agreements, contracts or other arrangements.
No amendments, modifications or supplements to this Agreement shall be
binding unless executed in writing by the parties hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first listed above.
KSL, a Division of Bonneville
International Corporation
By:__________________________
Its:_________________________
Loral Communication Systems
Corporation
By:__________________________
Xxxxxxx X. Xxxxxxx
Its: Vice President
Schedule A
The Premises are marked on the attached drawing of the site. The
Premises include approximately 210 square feet of space in the attic above
the kitchen in the transmitter building shown in the attached drawing for
Lessee to install one six foot antenna with associated equipment of
Schedule B.
Attachment: Drawing KSLFPSD002 Site Plot Xxxxxxxxxx Peak
Schedule B
List of Lessee's Equipment
Item Description Qty.
---- ----------- ----
1 HP-83751B Frequency Generator 1
2 HP-8563E Spectrum Analyzer 1
3 HP-3488A Switch Control Unit 1
4 486 Personal Computer 1
5 Video Monitor 1
6 Parabolic Reflector, 6 ft. diameter 1
7 Antenna Feeds (C, X, and Ku) 3
8 Az/El Antenna Positioner 1
9 Antenna Positioner Control Unit 1
10 3 dB 90 degree Coaxial Hybrid 1
11 Coaxial Line Stretcher 2
12 Wideband Coaxial Low Noise Amplifier 1
13 Power Meter 1
14 Directional Coupler 1
15 24V DC Power Supply 1
16 Misc. Cables and Connectors
Schedule C
For the period November 1, 1995 through October 31, 1996, Lessee's
monthly rental payment shall be $1,000.00. If Lessee exercises its right to
extend this Agreement as set forth in paragraph 9, beginning November 1, 1996
and continuing every year thereafter, the monthly rental payment shall be
increased at the rate of five percent per year.
If Lessee increases and/or modifies the Equipment or otherwise
materially changes the nature of its operations at the Site, Lessor shall be
entitled to increase the monthly rental payment accordingly.
In addition to the above-described monthly rental payment, Lessee
shall pay Lessor the sum of $96.00 per month for access to one telephone line
to be provided by Lessor to Lessee.
Schedule I
Certificate of Insurance
CERTIFICATE OF INSURANCE ISSUE DATE
(MM/DD/YY)
02/15/96
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF
INFORMATION ONLY AND CONFERS NO RIGHTS
UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AMEND, EXTEND OR
Alexander & Alexander of ALTER THE COVERAGE AFFORDED BY THE
New York, Inc. POLICIES BELOW.
1185 Avenue of the
Americas COMPANIES AFFORDING COVERAGE
Xxx Xxxx, Xxx Xxxx 00000
TRANSPORTATION INSURANCE CO.
COMPANY
LETTER A
CONTINENTAL CASUALTY COMPANY
COMPANY
LETTER B
INSURED ZURICH INSURANCE COMPANY
COMPANY
LETTER C
COMPANY
LORAL COMMUNICATIONS LETTER D
SYSTEMS
M/S F1-E10 COMPANY
640 N. 0000 XXXX XXXXXX X
XXXX XXXX XXXX, XX 00000
COVERAGES
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN
ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.
NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR
OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS
SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.
LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
CO LTR TYPE OF INSURANCE POLICY NUMBER
------ ----------------- -------------
B GENERAL LIABILITY GL 402521597
/x/ COMMERCIAL GENERAL LIABILITY
/_/_/ CLAIMS MADE /x/ OCCUR.
/_/ OWNER'S & CONTRACTOR'S PROT.
/x/ B.F. VENDORS
POLICY EFFECTIVE POLICY EXPIRATION LIMITS
DATE (MM/DD/YY) DATE (MM/DD/YY)
---------------- ------------------ ---------------------------------------
04/01/95 04/01/96 GENERAL AGGREGATE $ 2,500,000
PROD. COMP/OP AGG. $ 2,500,000
PERS. & ADV. INJURY $ 2,500,000
EACH OCCURRENCE $ 2,500,000
FIRE DAMAGE $ 50,000
(Any one fire)
MED. EXPENSE $ 5,000
(Any one person)
CO LTR TYPE OF INSURANCE POLICY NUMBER
------ ----------------- -------------
AUTOMOBILE LIABILITY BUA 802521600 A/S
A /x/ ANY AUTO BUA 002521599 TX
A /_/ ALL OWNED AUTOS PHYSICAL DAMAGE
/_/ SCHEDULED AUTOS COLL. DED. $500
/x/ HIRED AUTOS COMP. DED. $250
/x/ NON-OWNED AUTOS
/_/ GARAGE LIABILITY
/_/
POLICY EFFECTIVE POLICY EXPIRATION LIMITS
DATE (MM/DD/YY) DATE (MM/DD/YY)
---------------- ----------------- ---------------------------------------
04/01/95 04/01/96 COMBINED SINGLE $ 1,000,000
04/01/95 04/01/96 LIMIT
BODILY INJURY $
(Per person)
BODILY INJURY $
(Per accident)
PROPERTY DAMAGE $
CO LTR TYPE OF INSURANCE POLICY NUMBER
------ ----------------- -------------
C EXCESS LIABILITY AUO 684722502
/x/ UMBRELLA FORM
/_/ OTHER THAN UMBRELLA FORM
POLICY EFFECTIVE POLICY EXPIRATION LIMITS
DATE (MM/DD/YY) DATE (MM/DD/YY)
---------------- ----------------- ---------------------------------------
04/01/95 04/01/96 EACH OCCURRENCE $ 2,500,000
AGGREGATE $ 2,500,000
CO LTR TYPE OF INSURANCE POLICY NUMBER
------ ----------------- -------------
A WORKER'S COMPENSATION WC 802521594 (RETRO)
9 AND WC 802521595 (DED.)
EMPLOYERS' LIABILITY
POLICY EFFECTIVE POLICY EXPIRATION LIMITS
DATE (MM/DD/YY) DATE (MM/DD/YY)
---------------- ----------------- --------------------------------------
04/01/95 04/01/96 STATUTORY LIMITS
04/01/95 04/01/96
EACH ACCIDENT $ 1,000,000
DISEASE--POLICY
LIMIT $ 1,000,000
DISEASE--EACH EMP. $ 1,000,000
CO LTR TYPE OF INSURANCE POLICY NUMBER
------ ----------------- -------------
OTHER
POLICY EFFECTIVE POLICY EXPIRATION LIMITS
DATE (MM/DD/YY) DATE (MM/DD/YY)
---------------- ----------------- --------------------------------------
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS KSL, A
DIVISION OF BONNEVILLE INTERNATIONAL CORPORATION A UTAH CORPORATION ARE
INCLUDED AS ADDITIONAL INSUREDS BUT ONLY WITH RESPECT TO LIABILITIES
ARISING OUT OF THE LEASING OF PREMISES AT FAR FIELD TEST ANTENNA RANGE
LOCATED ON THE OQUIRRH MOUNTAINS RANGE IN SALT LAKE AND TOOELE COUNTIES,
UTAH, COMMONLY KNOWN AS XXXXXXXXXX PEAK BY THE NAME ISSUED.
CERTIFICATE HOLDER CANCELLATION
------------------ ------------
KSL SHOULD ANY OF THE ABOVE DESCRIBED
ATTN: XXXX XXXXX POLICIES BE CANCELLED BEFORE THE
BROADCAST HOUSE EXPIRATION DATE THEREOF. THE
55 NORTH 200 WEST ISSUING COMPANY WILL ENDEAVOR TO
X.X. XXX 0000 MAIL 30 DAYS WRITTEN NOTICE TO XXX
XXXX XXXX XXXX, XX 00000-0000 CERTIFICATE HOLDER NAMED TO THE
LEFT, BUT FAILURE TO MAIL SUCH
NOTICE SHALL IMPOSE NO OBLIGATION
OR LIABILITY OF ANY KIND UPON THE
COMPANY, ITS AGENTS OR
REPRESENTATIVES.
authorized representative
Schedule O
1. Requested Emergency Engineering/Technical Services. $50.00
per hour. Hours shall be invoiced in tenths, with a minimum charge per
request of two-tenths of an hour.
2. Emergency Power Generator Use. This service is available only
to the capacity of the system. Tenants have priority based on their length
of time at the Site. Cost is $8.00/KVA (peak demand rate) per month. Should
operation time exceed fifty hours per year, an additional charge will be made
to cover the cost of additional fuel.
3. Use of Tools and Workshop. The room known as the PI room is
equipped with a work bench and tools, tool board, ladders, drill press,
grinder, extension power cords, goggles and face shield which may be used by
Lessee. Lessee shall be responsible for any loss, breakage or damage. The
cabinet labeled "Tenant Use" contains a minimal assortment of electronic test
equipment that is also available for use.
4. Specialized Equipment and Supplies. An additional charge will
be made for use of some items. The listing of such items is posted on the
bulletin board at the Site and use of these items is subject to permission of
Lessor's engineer on site.
5. Use of Parts and Supplies. Lessor does not stock, inventory,
sell or supply parts. In an emergency, the following rules apply:
A. The requested item must be available and not in immediate need
by Lessor;
B. Approval to use the item must be obtained from Lessor's
engineer on site; and
C. No exchange of money or parts will be allowed, but replacement
with identical and new parts on the basis of replace two items for any
one used within seven days.
Schedule S
Seniority
1. KSL-TV (Operations Began) . . . . . . . . . . . . 1952
2. KSFI (FM) . . . . . . . . . . . . . . . . . . . . Nov. 1, 1957
3. KISN (FM) . . . . . . . . . . . . . . . . . . . . Nov. 11, 1968
4. U.S. Government, Secret Service . . . . . . . . . Jun. 1, 1972
5. KSOP (FM) . . . . . . . . . . . . . . . . . . . . Sep. 15, 1973
6. KRSP (FM) . . . . . . . . . . . . . . . . . . . . Dec. 14, 1973
7. Utah Transit Authority . . . . . . . . . . . . . Nov. 3, 1976
8. Xxxxxxxx Electric . . . . . . . . . . . . . . . . Apr. 4, 1977
9. KBUL (FM) . . . . . . . . . . . . . . . . . . . . Jul. 1, 1977
10. KBER (FM) . . . . . . . . . . . . . . . . . . . . Xxx. 0, 0000
00. Utah Transit Authority . . . . . . . . . . . . . Dec. 1, 1978
12. KBZN (FM) . . . . . . . . . . . . . . . . . . . . Feb. 1, 1979
13. KRCL (FM) . . . . . . . . . . . . . . . . . . . . Aug. 30, 1979
14. Questar . . . . . . . . . . . . . . . . . . . . . Jun. 20, 1981
15. Precision Electronics . . . . . . . . . . . . . . Jun. 26, 1981
16. KKAT (FM) . . . . . . . . . . . . . . . . . . . . Mar. 23, 1983
17. GTE Airfone . . . . . . . . . . . . . . . . . . . Sep. 14, 1990
18. KUMT (FM) . . . . . . . . . . . . . . . . . . . . Aug. 20, 1991
19. Technivision Inc., dba Omnivision . . . . . . . . Mar. 1992
20. Clairtel Communications Group, L.P. . . . . . . . Jun. 15, 1992
21. SMR of Utah, Inc. . . . . . . . . . . . . . . . . Nov. 15, 1992
22. Family Stations, Inc. . . . . . . . . . . . . . . July 6, 1994
23. Heywood Engineering and Consulting . . . . . . . July 1, 1995
24. Loral Communications Systems . . . . . . . . . . Nov. 1, 1995
August 20, 1996
KSL, Division of Bonneville International
Broadcast House
55 North 000 Xxxx
X.X. Xxx 0000
Xxxx Xxxx Xxxx, Xxxx 00000-0000
Subject: Lockheed Xxxxxx Tactical Systems, Inc.
Exercise of Option for the Far Field Test Antenna Range
Located on the Oquirrh Mountains Range in Salt Lake and Tooele
Counties, Utah, Commonly Known as Xxxxxxxxxx Peak
November 1, 1996 - October 31, 1998
Gentlemen:
Lockheed Xxxxxx Tactical Systems, Inc. formerly exercises its first two year
option for the subject Far Field Test Antenna Range for the period November
1, 1996 through October 31, 1998. The rental payment for the period November
1, 1996 through October 31, 1997 shall be $1,050/month plus the sum of
$96/month for access to one telephone line to be provided by Lessor. The
rental payment for the period of November 1, 1997 through October 31, 1998
shall be $1,102.50/month plus the sum of $96/month for access to one
telephone line to be provided by Lessor.
Please indicate your concurrence with the above by signing below and
returning one of the two originals to us, letterhead address. Thank you.
Landlord Concurrence: Very truly yours,
KSL, a division of Bonneville
International Corporation LOCKHEED XXXXXX TACTICAL
SYSTEMS, INC.
By: LMC Properties, Inc. a Lockheed
Xxxxxx company its duly
authorized representative, per
CPS 420
By: _________________________ Xxxx X. Xxxxxxxx
Date: _______________________ Senior Manager, Real Estate
August 29, 1996
SENT BY FACSIMILE MACHINE
Xx. Xxxx Xxxxxxx
Lockheed Xxxxxx Tactical Systems, Inc.
0000 Xxxxxx Xxx, X/X X00
Xxxx Xxxx, Xxxxxxxxxx 00000-0000
Dear Xx. Xxxxxxx:
I write in follow-up to a telephone conversation yesterday with Xxxx
Xxxxxx in your Salt City, Utah office. During my conversation, I agreed, on
behalf of my client, KSL, a division of Bonneville International Corporation,
to extend the time in which Lockheed Xxxxxx Tactical Systems, Inc. may
exercise its option to renew that certain Lease Agreement dated March 18,
1996 from August 31, 1996 to September 30, 1996.
Please contact me if you have any questions or comments concerning
the foregoing. Thank you for your attention to this matter.
Very truly yours,
Xxxx X. Xxxxxxx
BJH/tmp
October 9, 1996
KSL, Division of Bonneville International
Broadcast House
Attn: Xxx Xxxx
55 North 000 Xxxx
X.X. Xxx 0000
Xxxx Xxxx Xxxx, Xxxx 00000-0000
Subject: Lockheed Xxxxxx Corporation
Exercise of Option for the Far Field Test Antenna Range
Located on the Oquirrh Mountains Range in Salt Lake and
Tooele Counties, Utah, Commonly Known as Xxxxxxxxxx Peak.
November 1, 1996 - October 31, 1998
Dear Xx. Xxxx:
Lockheed Xxxxxx Corporation formally exercises its first two year option for
the subject Far Field Test Antenna Range for the period November 1, 1996
through October 31, 1998. The rental payment for the period November 1, 1996
through October 31, 1997 shall be $1,050/month plus the sum of $96/month for
access to one telephone line to be provided by Lessor. The rental payment
for the period November 1, 1997 through October 31, 1998 shall be
$1,102.50/month plus the sum of $96/month for access to one telephone line to
be provided by Lessor.
Please indicate your concurrence with the above by signing below and
returning one of the two originals to us at 000 Xxxxxxxxxx Xxxx Xxxxx,
Xxxxxxxxx, Xxxxxxxx 00000. Thank you.
Landlord Concurrence: Very truly yours,
KSL, a division of Bonneville
International Corporation LOCKHEED XXXXXX TACTICAL
SYSTEMS, INC.
By: LMC Properties, Inc. a Lockheed
Xxxxxx Company its duly
authorized representative, per
CPS 420
By: _________________________ Xxxx X. (Xxxx) Xxxxxxxx
Senior Manager, Real Estate
Date: _______________________
EXHIBIT B
DEFAULTS