Exhibit
10.5


 


LEASE
AGREEMENT


 


FUNDAMENTAL PROVISIONS:


 


	
  DATE OF LEASE:

  	
  June 25th, 2004

  
	
   

  	
   

  
	
  LANDLORD:

  	
  Komas L.L.C.

  
	
   

  	
  2738 E. Parleys Way,
  Ste. 300

  
	
   

  	
  Salt Lake City, Utah
  84109

  
	
   

  	
  Attn:  W. Richards Woodbury

  
	
   

  	
   

  
	
  TENANT:

  	
  Evans & Sutherland Computer
  Corporation

  
	
   

  	
  600 Komas Drive

  
	
   

  	
  Salt Lake City, Utah
  84106

  
	
   

  	
  Attn: Bruce Lyman,
  Facilities Manager

  
	
   

  	
   

  
	
  PREMISES:

  	
  That portion of the
  improvements owned by Landlord which consists of the existing office space
  located at 650 Komas Drive, Salt Lake City, Utah containing approximately
  86,400 square feet of floor area together with all easements, rights-of-way,
  rights, privileges, benefits and appurtenances now or hereafter belonging
  thereto or commonly enjoyed therewith, including, without limitation, rights
  to ingress and egress and parking over, in and on designated areas
  (hereinafter referred to as the “Premises”). A
  legal description of the Premises is attached as Exhibit A.

  
	
   

  	
   

  
	
  TERM:

  	
  The Term shall commence
  upon the execution of this Lease and shall expire on the day immediately
  prior to the date which is three (3) years thereafter, unless terminated
  earlier as permitted by this Lease (the “Term”).

  
	
   

  	
   

  
	
  MONTHLY RENTAL:

  	
  Except as expressly
  provided to the contrary herein, the “Monthly Rental Amount” shall be an absolutely net rental
  amount to Landlord and shall be calculated as follows:  (a) Tenant shall pay Seventy Two Thousand Six Hundred Two and 50/100 Dollars
  ($72,602.50) per month during the first twelve months of the Term; (b) Forty Seven Thousand One Hundred Ninety One and 67/100
  ($47,191.67) per month during the next twelve months of the Term; and (c) Thirty Six Thousand Three Hundred and One 25/100 Dollars
  ($36,301.25) during the last twelve months of the Term.  To the extent the Term of this Lease
  commences on a day other than the first day of a month, the rent shall be
  prorated based on the actual number of days in such month.  The rental amounts set forth above shall be
  adjusted as set forth in this Lease.

  
	
   

  	
   

  
	
  SECURITY DEPOSIT:

  	
  Eight Hundred Seventy One
  Thousand Two Hundred Thirty and 00/100 Dollars ($871,230.00) subject to
  reduction as set forth in Article 4.

  



 


[Premises Address]

[City], Utah


 
















 


	
  PERMITTED USE:

  	
  The Premises may be
  used for office, research and development, laboratory or any other lawful use
  permitted by applicable covenants and restrictions currently in place with
  respect to the University of Utah Research Park and the Premises, or for no
  purpose.

  
	
   

  	
   

  
	
  PRO RATA SHARE:

  	
  As used herein,
  Tenant’s pro rata share shall mean the percentage obtained by dividing the
  actual rentable square footage being leased to Tenant under this Lease, as
  adjusted from time to time by leases to third parties in accordance with Section 1.5, by the total rentable
  square footage in the Premises.

  



 


FOR VALUABLE
CONSIDERATION, the receipt and sufficiency of which hereby acknowledged, it is
agreed as follows:


 


ARTICLE 1


LEASE OF
PREMISES


 


1.1                                 Lease
of Premises to Tenant.  Landlord hereby
leases the Premises to Tenant, and Tenant hereby leases the Premises from
Landlord, on the terms and conditions set forth in this Lease, including the
Fundamental Provisions set forth above.


 


1.2                                 Acceptance
of Premises.


 


Tenant is currently in
possession of the Premises and Tenant accepts the Premises, “AS IS, WHERE IS”, including any and all defects, patent,
latent or otherwise, with no representation or warranty whatsoever by Landlord
as to the fitness, suitability, habitability, or usability of the Premises.


 


1.3                                 Landlord’s
Access to Premises.  Subject to the terms
and conditions of this Lease, Landlord and its agents, at all reasonable times,
shall have access to the Premises for the purpose of examining or inspecting
the condition thereof.  In addition,
Landlord and its agents and contractors shall have access to the Premises for
purposes of completing development of the Premises for Landlord’s intended
uses.


 


1.4                                 Quiet
Enjoyment.  Conditioned upon Tenant
paying the Monthly Rental Amount and such other amounts as may be required
hereunder, Tenant may at all times during the Term peaceably, quietly, and
exclusively have, hold, and enjoy the Premises, subject to the terms and
conditions of this Lease.


 


1.5                                 Landlord’s
Obligations.  During the Term, Landlord
agrees to act diligently and in good faith to lease all or any portion of the
Premises to third parties.  Tenant
acknowledges that Landlord and Landlord’s affiliates own other improvements in
the vicinity of the Premises (the “Other
Properties”), and, as a result, Landlord may not place every
potential third party tenant in the Premises; provided, however, that Landlord will
make reasonable efforts to do so in accordance with this Section 1.5.  Subject to the terms of this Lease, Landlord
agrees to offer the Premises for lease to third parties at market rates that
are reasonable for the Premises.  Landlord will provide monthly reports to
Tenant regarding the leasing progress with respect to the Premises, and with
respect to leasing of the Other Properties. 
Tenant will keep all such leasing information confidential, except to
the extent Tenant is required by law or court order to disclose the same, and
except for disclosure to Tenant’s officers, directors, employees, agents,
attorneys and consultants.  Any new
leases for the Premises or Other Properties entered into after the date of this
Lease shall conform to the requirements of this Section 1.5. 
Landlord shall amortize over the term of such new lease for the Premises
(but in no event shall such amortization be less than 5 years) the cost


 
















 


of any tenant improvements required in connection with such new lease; provided, however,
that in no event shall any such tenant improvements include any of the
following: (a) demising costs; (b) costs pertaining to modifications of common
areas or systems needed to create multi-tenant capabilities for the Premises,
(c) costs in excess of the actual rate at which such amortization is financed
(which may include a blended rate of 10% for those funds furnished directly by
Landlord and the actual finance rate for the portion of funds being financed by
a lender) provided, however, such
blended finance rate shall not exceed nine per cent (9%); or (d) the first
$5.00 per rentable square foot of tenant improvements within any leased space
and Landlord shall deduct or cause to be deducted the monthly amortization cost
therefore from the rental to be paid by such tenant.  In no event shall the monthly rental amount
to be paid by such third party tenant be less than $11.00 per rentable square
foot after such amortization of tenant improvements in accordance with this Section 1.5, nor shall any such
tenant’s share of Operating Expenses [defined later] in such lease be less than
the actual pro rata share of Operating Expenses for such portion of the
Premises.  Any third party tenant’s rent,
after amortization as set forth above, shall be referred to herein as “Third Party Rents”.  Any third party tenant’s share of Operating
Expenses and additional rent under such third party tenant’s lease, shall be
referred to herein as “Third Party Additional
Rents”.


 


ARTICLE 2


TERM


 


2.1                                 Initial
Term of Lease.  The initial Term of this
Lease shall be as stated in the Fundamental Provisions, subject to the terms
and conditions set forth in this Lease.


 


2.2                                 Surrender
of Premises.  Upon the termination of
this Lease for any cause whatsoever, Tenant shall immediately surrender to
Landlord peaceable possession of the Premises in substantially the condition
said Premises was in immediately prior to the commencement of this Lease
(ordinary depreciation and reasonable wear and tear and damage caused by
casualty or by Landlord or its employees, agents or contractors excepted);
subject, however, to the rights of removal as provided in Section 2.3
below.


 


2.3                                 Removal
of Personal Property and Tenant’s Fixtures; Landlord’s Lien.  So long as Tenant is not in default under
this Lease, Tenant may remove from the Premises, at any time, any and all
personal property of Tenant including, without limitation, Tenant’s equipment
and trade fixtures.  If Tenant is in
default, then to secure the payment of all rent and other amounts due and to
become due under this Lease, Tenant hereby grants to Landlord, in addition to
any landlord’s lien provided by Utah Code Section 38-3-1, an express
contract lien on all property, chattels, merchandise, fixtures and equipment
which may be placed in the Premises by Tenant during the Term.


 


2.4                                 Holding
Over.  If Tenant should remain in
possession of the Premises after the expiration of the Term without executing a
new lease, then such holding over shall be construed as a tenancy from month to
month, subject to all the covenants, terms, provisions and obligations of this
Lease except that the Monthly Rental Amount during any holdover tenancy shall
be equal to 125% of the then current Monthly Rental Amount.


 


2.5                                 Partial
Termination.  If a third party tenant
requires as a condition of entering into it’s lease, that Tenant release and
surrender it’s rights of possession to the portion of the Lease Premises being
leased to the third party tenant, then Tenant agrees to execute a document releasing
said portion of the Premises.


 
















 


ARTICLE 3


RENT


 


3.1                                 Rent.  Tenant shall pay to Landlord as rent during
the Term, the Monthly Rental Amount stated in the Fundamental Provisions.  The Monthly Rental Amount is payable monthly,
in advance, on the first day of each calendar month during the Term.


 


3.2                                 Additional
Rent. 
In addition to Monthly Rental Amount, Tenant’s pro rata share of
Operating Expenses (as defined in Exhibit B) and
all other payments to be made by Tenant under this Lease will be deemed “Additional Rent” and will be due and
payable within ten (10) days of receipt by Tenant of an invoice from Landlord,
if no other time for payment is specified.


 


3.3                                 Rental Credits.  Tenant shall be entitled to credits against
any Monthly Rental Amount due and against Additional Rent as follows:


 


(a)                                  Credit Against Additional Rent.  All Third Party Additional Rents shall be
used first to reduce the total Additional Rent due under this Lease.  In addition, (i) in year one of this Lease,
all Third Party Rents shall be first credited toward any remaining amounts then
due and owing in connection with Additional Rents under this Lease and if any
Third Party Rents remain after such credit is applied, the remainder shall be
applied as set forth in Section 3.3(b)
below, and (ii) in year two of this Lease all monthly Third Party Rents in
excess of Twenty Five Thousand Four Hundred Ten and 88/100
Dollars ($25,410.88.00) which represents thirty five percent (35%)
of the Monthly Rental Amount due Landlord from Tenant in year one of this Lease
shall be first credited toward any remaining amounts then due and owing in
connection with Additional Rents under this Lease and if any Third Party Rents
remain after such credit is applied, the remainder shall be applied as set
forth in Section 3.3(b) below
and, (iii) in year three of this Lease all monthly Third Party Rents in excess
of Thirty Six Thousand Three Hundred One and 25/100
Dollars ($36,301.25) which represents fifty percent (50%) of the
Monthly Rental Amount due Landlord from Tenant in year one of this Lease shall
be first credited toward any remaining amounts then due and owing in connection
with Additional Rents under this Lease and if any Third Party Rents remain
after such credit is applied, the remainder shall be applied as set forth in Section 3.3(b) below. Notwithstanding
the foregoing, on the date Third Party Rents exceed Seventy Two
Thousand Six Hundred Two and 50/100 Dollars ($72,602.50) per month,
which is equal to 100% of the Monthly
Rental Amount payable by Tenant in year one of this Lease, this Lease shall be
deemed terminated as of such date and Tenant shall be released from any further
obligation under the Lease.


 


(b)                                 Credit Against Monthly Rental Amount.  The Monthly Rental Amount shall be reduced by
an amount equal to any remaining amounts of Third Party Additional Rents and
Third Party Rents after applying the same pursuant to Section 3.3(a) above.


 


(c)                                  Controlling Operating Expenses.  Tenant represents that Operating Expenses on
the Premises, when vacant, are approximately Two Hundred
Seventy Four Thousand and 00/100 Dollars per year or Three and 21/100 Dollars ($3.21) per rentable square foot as
set forth in Exhibit C.  Tenant acknowledges and agrees that Landlord
will not be able to recover all increased Operating Expenses that are a result
of a third party tenant and as such, that Operating Expenses to Tenant will
increase;  provided,
however, Landlord and Tenant agree to work together in good
faith to control Operating Expenses on the unoccupied portions of the Premises
and Landlord agrees to a reasonable cap on Operating Expenses for the vacant
portion of the Premises, such Operating Expenses will be on a sliding scale
according to third party tenant occupancy of approximately Two Hundred
Seventy Eight Thousand Three Hundred Seventy Three  and 00/100 Dollars ($278,373.00) including management fees
(which is approximately Three and 21/100 Dollars
($3.21) per rentable square foot) to Five


 
















 


Hundred Twenty Eight Thousand Two
Hundred Sixty Six and 50/100 Dollars ($528,266.50) including
management fees (which is approximately Six and 21/100 Dollars
($6.21) per rentable square foot) multiplied by one hundred twenty five percent
(125%) as set forth in Exhibits C & D and
as offset by Third Party Rents and pro rata share of Operating Expenses as set
forth herein; and further, provided, however, Landlord agrees that such
Operating Expenses payable by Tenant to Landlord including management fees,
shall not exceed Seven Hundred Twenty Six Thousand Eight
Hundred Fifty Six and 00/100 Dollars ($726,856.00) in the aggregate
over the three year term of this Lease. 
Notwithstanding the foregoing, management fees charged to Tenant by
Landlord shall billed as set forth herein and are not subject to escalation.


 


(d)                                 Management of the Premises.  Landlord and Tenant agree that Tenant will
retain management of the Premises at Tenant’s expense until the earlier of (i)
50% third party tenant occupancy, or (ii) the commencement of the second 12-month
term of this Lease; provided, however, such management will be commercially
reasonable and Landlord may process and pass through to Tenant any direct
billing such as Utilities other than electrical.


 


(e)                                  Management Fee.  Landlord’s annual management fee for
processing and pass through of billing to Tenant shall not exceed 1⁄2% of the
aggregate Monthly Rental Amount for the first 12 months of this Lease, 2% of
the aggregate Monthly Rental Amount the second year, and 3% of the aggregate
Monthly Rental Amount for the third year of the Lease.


 


(f)                                    Audit Rights. 
Landlord agrees the Tenant shall have the right to audit Landlord’s
books and records, including, without limitation third party leases, to verify
that Landlord is properly applying credit amounts as required by this Lease.


 


(g)                                 Initial Third Party Tenant Leases.  Landlord agrees that it will not lease a
space in the Premises to any initial third party tenant smaller than Eight
Thousand rentable square feet without the prior written approval of Tenant.


 


ARTICLE 4


SECURITY DEPOSIT


 


4.1                                 Security
Deposit.  Upon the execution of this
Lease, Tenant will deposit an amount equal to the Security Deposit with
Landlord, as security for the full performance by Tenant of its obligations
under this Lease.  If an event of default
by Tenant occurs under any provision of this Lease, Landlord will be entitled,
at its option, to apply or retain all or any part of the Security Deposit for
the payment of any rent or other sum in default, any other amount which
Landlord may spend or become obligated to spend because of Tenant’s default, or
to compensate Landlord for any other loss or damage which Landlord may suffer
because of Tenant’s default.  If any
portion of the Security Deposit is so used or applied, Tenant will, within five
(5) days after written demand therefor, deposit cash with Landlord in an amount
sufficient to restore the Security Deposit to its original amount.  In no event will the Security Deposit be
deemed or treated as a prepayment of any rental or other amounts payable by
Tenant under this Lease, including without limitation, the last monthly
installment of rent.  Landlord will not
be required to keep the Security Deposit separate from its general funds, and
Tenant will be entitled to interest on the Security Deposit at the rate of 1%
below the Prime Rate of Zions First National Bank, N.A. or its successors
adjusted monthly.  Said interest will be
paid by Landlord to Tenant


 
















 


quarterly within five (5)
days after the end of each calendar quarter so long as Tenant is not in default
under the Lease.  If Tenant will fully
and faithfully perform every provision of this Lease to be performed by it,
upon Tenant’s surrender of the Premises and within fifteen (15) days after the
expiration of the Lease, Landlord will return the Security Deposit, or any remaining
balance thereof, together with its written explanation of the application of
the funds, to Tenant.  In the event of
termination of Landlord’s interest in this Lease, Landlord will transfer the
deposit to Landlord’s successor in interest, giving notice to Tenant, and
Tenant waives any claim to approve the transfer.  Tenant agrees that, upon a transfer of the
Security Deposit, Landlord will have no further liability to return or account
for it; provided, however, that Landlord may retain the Security Deposit until
such time as any amount due from Tenant in accordance with this Lease has been
determined and paid in full.  Landlord’s
rights with respect to the Security Deposit will be in addition to and will not
preclude concurrent, alternative or successive exercise of any other rights or
remedies available to Landlord.


 


4.2                                 In the alternative, Tenant may elect to keep
said Security Deposit in an escrow account with appropriate instructions to the
escrow holder to pay to Landlord appropriately upon default of Tenant.  Said escrow account may be interest bearing
with any accured interest payable to Tenant so long as Tenant is not in default
under the Lease.


 


4.3                                 As a further alternative, Tenant may elect to
provide Landlord with an irrevocable Letter of Credit issued by an acceptable
financial institution in the amount of Eight
Hundred Seventy One Thousand Two Hundred Thirty and 00/100 Dollars ($871,230.00) which may be drawn against by
Landlord to the extent that Tenant fails to pay as set forth in the Lease or if
within fifteen (15) days prior to the expiration of any letter of credit
provided, Tenant fails to obtain an acceptable replacement letter of credit. If
the Landlord draws on the letter of credit it will be held and used subject Section 4.1 of this Lease.


 


4.4                                 Provided
that Tenant is not in default the amount of Security Deposit or Letter of
Credit shall be reduced from Eight Hundred Seventy One
Thousand Two Hundred Thirty and 00/100 Dollars ($871,230) after the
first full calendar year as follows:


 


a)                                      Tenant may withdraw or be entitled to a
refund from the Security Deposit of the amount of Monthly Rental (but not
Additional Rental) paid commencing with the sixteenth (16) month as set forth
in Exhibit E and;


 


b)                                     To the extent that due to Third Party Rents,
Tenant’s Monthly Rental obligation for months sixteen through thirty-six (16 –
36) of this Lease has been reduced from that set forth in the Monthly Rental
section of the Fundamental Provisions, Tenant shall be entitled to a
refund of the amount of reduced Monthly Rental obligation as reasonably agreed
by Landlord and Tenant.  Whenever an
additional third party occupies space, Landlord and Tenant shall reasonably
calculate the reduction of Tenant’s Monthly Rental obligation due to the
anticipated Third Party Rents added and Tenant shall receive a refund of such
reduction as set forth is Exhibit F.


 


c)                                      Furthermore, if Tenant reports a Net Income
(excluding any one-time benefits from disposition of assets in any two
consecutive quarters commencing in the first calendar quarter of 2005, then the
amount of the required Security Deposit shall be reduced by one-half (1⁄2) of the
then remaining Security Deposit.  This
one-half (1⁄2) reduction shall apply one (1) time only.  


 
















 


Notwithstanding the
above, if Tenant reports a Net Income as defined above for four (4) consecutive
quarters commencing after January 1, 2005, the Security Deposit shall be
reduced to One Hundred Thousand and 00/100 Dollars
($100,000.00).


 


ARTICLE 5


USE;
CONSTRUCTION; MAINTENANCE AND REPAIR


 


5.1                                 Permitted
Use.  Tenant may use the Premises for
office, research and development, laboratory or any other lawful use permitted
by applicable covenants and restrictions currently in place with respect to the
University of Utah Research Park and the Premises, or for no purpose.


 


5.2                                 No
Waste; Compliance with Law.  Tenant
agrees not to commit any waste of the Premises. 
Tenant agrees to comply with all laws, ordinances, regulations,
governmental stipulations, covenants, conditions and restrictions, public or
private, affecting or relating to the Premises, and Tenant’s use thereof
including, without limitation, such laws, rules and regulations as may from
time to time be in effect with respect to the use of “Hazardous Materials” [as defined below] on
the Premises.


 


5.3                                 Buildings
and Improvements. Tenant shall not remove, demolish or impair the structural
character of any existing improvement to the Premises without Landlord’s prior
written consent, which may be withheld in Landlord’s sole and absolute discretion.


 


5.4                                 Maintenance
and Repair Obligations. During the Term, Tenant, at Tenant’s sole cost and
expense, shall keep and maintain the Premises and any improvements serving the
Premises, in good, useable, safe condition; provided,
however, that Tenant shall not be required to repair or restore
any portion of the Premises or any improvements serving the Premises, except to
the extent the same results from the active negligence of Tenant, its
employees, agents or contractors and is not covered by casualty insurance. Notwithstanding the foregoing, and in order
to control Operating Expenses, Tenant’s obligation to have all of the building
systems in working order will be upon reasonable notice from Landlord of a
third party tenant requirement; and further, provided, however,
Tenant shall, (i) at the commencement of this Lease and at Tenant’s expense,
seal and stripe the west parking lot for the Premises, and (ii) at Lease
commencement or such date as the parties agree, disassemble and remove the dome
structure located in the wide bay. 
Landlord acknowledges and agrees that Tenant’s removal of the dome
structure does not include any other restoration or repairs to the Premises by
Tenant.


 


5.5                                 Environmental
Compliance.  Tenant shall comply with all
environmental and industrial hygiene laws, rules, and regulations relating to
or affecting the Premises or any operations thereon, including laws, rules and
regulations governing the storage of Hazardous Materials.  For purposes of this Lease, “Hazardous Materials” means any and all
substances, chemicals, wastes, sewage, materials or emissions which are now or
hereafter may be regulated, controlled, prohibited or otherwise affected by any
local, state or federal statute, ordinance, code, rule, regulation, order,
license, common law, treaty, decree, permit or other law now or hereafter in
effect, including, without limitation: (a) any substance which is defined as or
included in the definition of “hazardous substances”, “hazardous wastes”,
“hazardous materials”, “extremely hazardous waste”, “acutely hazardous wastes”,
“restricted hazardous waste”, “toxic substances”, “air pollutant”, or “known to
cause cancer or reproductive toxicity” (or words of similar import), petroleum
products (including crude oil or any fraction thereof) or any other chemical,
substance or material which is prohibited, limited or regulated under any
federal, state or local law, ordinance, regulation, order, permit, license,
decree, common law, or treaty now or hereafter in force regulating, relating to
or imposing liability or standards concerning materials or substances known or
suspected to be toxic or hazardous to health or safety, the environment or
natural resources, including,


 
















 


without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act, as
amended (“CERCLA”), 42 U.S.C. § 9601, et seq., the Hazardous Materials
Transportation Act, as amended, 49 U.S.C. § 1801, et seq., the Resource
Conservation and Recovery Act, as amended (“RCRA”), 42 U.S.C. § 6901, et
seq., the Federal Water Pollution Control Act, as amended, 33 U.S.C.
§ 1251, et seq., the Clean Air Act, as amended, 42 U.S.C. § 7401, et
seq.; (b) any substance the presence of which at the Premises causes or
threatens to cause a nuisance upon the Premises or to adjacent properties or
poses or threatens to pose a hazard to the health or safety of human beings;
and (c) any substance the presence of which at the Premises or at nearby or
adjacent properties could constitute a trespass.


 


ARTICLE 6


LIENS
AND ENCUMBRANCES


 


6.1                                 Encumbering
the Premises.  During the Term of this
Lease, Tenant shall not cause any lien, claim, charge or encumbrance of any
nature or description whatsoever to attach to or encumber the Premises or any
part thereof without Landlord’s prior consent.


 


ARTICLE 7


GENERAL
INDEMNITY; INSURANCE; CASUALTY


 


7.1                                 General
Indemnity Provisions.  Tenant covenants
and agrees to indemnify and save Landlord harmless for, from and against each
and every claim, demand, liability, loss, cost, damage and expense, including,
without limitation, attorneys’ fees and court costs, arising out of any injury
to or death of persons or damage to property caused by Tenant or its agents,
contractors or employees. These indemnity provisions, as well as all other
indemnity provisions in this Lease, shall survive the expiration of this Lease
or the earlier termination thereof.


 


7.2                                 General
Indemnity Provisions.  Landlord covenants
and agrees to indemnify and save Tenant entirely harmless for, from and against
each and every claim, demand, liability, loss, cost, damage and expense,
including, without limitation, attorneys’ fees and court costs, arising out of
any injury to or death of persons or damage to property caused by Landlord or
its agents, contractors or employees. These indemnity provisions, as well as
all other indemnity provisions in this Lease, shall survive the expiration of
this Lease or the earlier termination thereof.


 


7.3                                 Casualty
Insurance.  Landlord will, at all times
during the Term, subject to reimbursement by Tenant as provided herein, obtain
and maintain in effect an All Risk property and casualty insurance policy for
the benefit of Landlord and Tenant insuring one hundred percent (100%) of
replacement cost of the building in which the Premises are located . The original
of such policy or policies shall remain in possession of Landlord; provided, however, that Tenant shall
have the right to receive from Landlord, upon written demand, a duplicate
policy or policies of any such insurance; and further provided, however;  Landlord and Tenant will bid such insurance
and Tenant may upon the reasonable approval of Landlord purchase such insurance
directly.  All such insurance may be
carried under blanket policy covering the Premises and any other of the
Tenant’s real property.  Notwithstanding
the foregoing, if Tenant is providing such All Risk and casualty insurance
coverage directly, Tenant may require Landlord to provide such insurance
coverage at the time the Premises are Leased and occupied by a third party
tenant and Tenant shall reimburse Landlord for its pro rata share of such
insurance.


 


7.4                                 Liability
Insurance.  Tenant, at the sole cost and
expense of Tenant, shall at all times during the Term maintain in force an
insurance policy or policies which will name Tenant as insured and Landlord
together with additional parties reasonably designated by Landlord as an
additional insured, insuring against all liability resulting from injury or
death occurring to persons in or about the Premises and from property damage
occurring in or about the Premises, the liability under such insurance to be
not


 
















 


less than Two Million and 00/100 Dollars ($2,000,000) (combined single
limit for personal injury, including death, and property damage).  The original of such policy or policies shall
remain in possession of Tenant; provided, however,
that Landlord shall have the right to receive from Tenant, upon written demand,
a duplicate policy or policies of any such insurance. Landlord, subject to
reimbursement by Tenant as provided herein, shall at all times during the Term
maintain in force an insurance policy or policies which will name Landlord as
insured and Tenant together with additional parties reasonably designated by
Tenant as an additional insured, insuring against all liability resulting from
injury or death occurring to persons in or about the remainder of the property
(excluding the Premises) and from property damage occurring in or about the
remainder of the property (excluding the Premises), the liability under such
insurance to be not less than Two Million and 00/100
Dollars ($2,000,000) (combined single limit for personal injury,
including death, and property damage). 
The original of such policy or policies shall remain in possession of
Landlord; provided, however, that Tenant
shall have the right to receive from Landlord, upon written demand, a duplicate
policy or policies of any such insurance.


 


7.5                                 Insurance
Policy Requirements. The insurance policies and certificates required by this Article 7 shall require the insurance company to
furnish Landlord and Tenant, as the case may be, thirty (30) days prior written
notice of any cancellation or lapse, or the effective date of any reduction in
the amounts or scope of coverage.  Except
with respect to blanket insurance, as described in Section 7.8
below, all such policies shall be issued by a company or companies, rated “A”
or better by Best’s Insurance Guide, responsible and authorized to do business
in the State of Utah.


 


7.6                                 Mutual
Waiver of Subrogation Rights.  Tenant and
Landlord each hereby release and relieve the other and any parent, subsidiary
or affiliate of the other, and their respective directors, officers,
shareholders, employees, representatives and agents (the “Related
Parties”) and waive their entire right of recovery against the other
and the Related Parties of the other, for loss or damage arising out of or
incident to the perils insured against under this Article 7,
which perils occur in, on or about the Premises, whether due to the negligence
of Landlord or Tenant or their Related Parties but only to the extent of
insurance proceeds actually paid. 
Landlord shall, upon obtaining the policies of insurance required
hereunder, give notice to and obtain waiver of subrogation agreements or
endorsements from the insurance carrier or carriers concerning the foregoing
mutual waiver of subrogation.


 


7.7                                 Damage.
If any buildings, structures or other improvements upon the Premises shall be
destroyed or damaged in whole or in part by fire, or as a result directly or
indirectly of war, or by act of God, or occurring by reason of any other cause
whatsoever, so as to render the Premises untenantable, and such condition
continues for a period longer than twelve (12) months, this Lease may be
terminated at the election of Tenant, by sending written notice thereof to the
Landlord, which termination shall be effective immediately upon receipt
thereof.  Upon any termination of this
Lease pursuant to this Section 7.7,
Tenant’s rental obligations shall immediately cease, and except as otherwise
expressly provided herein, all of the obligations of Landlord and Tenant shall
terminate.  Notwithstanding the
foregoing, (i) Landlord shall purchase rental income insurance, covering up to
twelve (12) months of the Monthly Rental Amount due Landlord from Tenant and
Tenant will reimburse Landlord for such costs not to exceed One Thousand Two Hundred Dollars ($1200.00) per year and if such casualty shall occur, Tenant shall
have no obligation to pay the Monthly Rental Amount due during said twelve (12)
month period, or (ii) with the reasonable written approval of Landlord, Tenant
may purchase such rental income insurance directly and the cost of Tenant’s
Monthly Rental Amount shall be covered by such rental income insurance for a
12-month period as set forth in this Section 7.7.


 


7.8                                 Blanket
Insurance Policies.  Landlord and Tenant
agree that either party may satisfy its insurance obligations under this Lease
by a blanket policy of insurance.  Such
blanket policy shall contain an endorsement that names Tenant or Landlord as
the case may be as an additional insured, references the


 
















 


Premises, and guarantees
a minimum limit available for the Premises equal to the insurance amounts
required in this Lease.  Upon request,
each Party shall cause certificates of insurance reasonably evidencing
compliance with the requirements of this Article 7
to be delivered to the other Party.


 


7.9                                 Pro
Rata Share.  Tenant shall reimburse
Landlord for Tenant’s pro rata share of all insurance premiums reasonably
incurred by Landlord under this Lease.


 


ARTICLE 8


UTILITIES


 


8.1                                 Utility
Charges.  Tenant shall, pursuant to its
obligations as set forth in Section 3.3
of this Lease, pay or cause to be paid, when due and prior to delinquency, its
pro rata share of any and all charges for water, gas, electricity, telephone
service, and any other utilities used in or upon the Premises by or on behalf
of Tenant during the Term and agrees not to permit any charges of any kind to
accumulate or become a lien against the Premises.


 


8.2                                 Separation
of Utilities.  Landlord and Tenant agree
that, upon the expiration or earlier termination of the Term, or if required by
the applicable utility company, Tenant and Landlord shall immediately (but in
any event within thirty (30) days after such termination or earlier expiration
of the Term or within thirty days after request therefor by such utility
company) enter into such agreements as may be necessary to separate utilities
serving the Premises from utilities serving other properties owned or operated
by Tenant adjacent to the Premises, including, without limitation, separation
of the electrical utilities from the substation currently being operated by
Tenant for other properties owned and/or operated by Tenant. Landlord shall
hold harmless, defend (with counsel reasonably acceptable to Tenant) and
indemnify Tenant from all costs, damages, and liability whatsoever resulting
from Landlord’s failure to execute such agreement as set forth herein.  Land lord and Tenant agree that a separation
of the electrical utility will be pursuant to an agreement in substantially the
form of Exhibit G.


 


ARTICLE 9


TAXES
AND ASSESSMENTS


 


9.1                                 Real
Estate Taxes. Landlord shall pay, during the entire term of this Lease, all
real estate taxes, assessments, and charges and other governmental levies and
charges, general and special which are assessed or imposed upon the Premises,
or any part thereof, or which become payable during the term of this Lease; provided, however
that Tenant shall reimburse Landlord for Tenant’s pro rata share of such
amounts within thirty (30) days prior to the date such amounts are due to the
applicable governmental authority.


 


ARTICLE 10


SECURITY


 


10.1                           Security.  Tenant shall furnish
security for the Premises at substantially the same level it provides security
for its other buildings in the Research Park including monitoring and use of
the existing AMAG card access system (“Card Access System”), taped monitoring
of the existing CCTV system and security rounds after normal business hours.  Such security shall not include parking lot
enforcement or other security measures beyond Tenant’s normal observation and
reporting procedures and as has been provided by Tenant to other tenant’s from
time to time.


 


10.2                           Card Access System.  With respect
to the card access system, Tenant will, at Tenant’s expense and not as
Operating Expenses, provide, as reasonably determined by Tenant, use of the


 
















 


Card Access System as
follows; maintenance of the system, limited programming of access times, photos
on a scheduled basis, badge activation, badge deactivation, archival of old
badges, and encoding.  The cost of
materials will be reimbursed by Landlord to Tenant as reasonably determined by
Tenant.


 


10.3                           Modifications and Additions. 
Notwithstanding any language to the contrary, Landlord will pay for the
costs of any modifications, additions or changes to the Card Access System,
CCTV System, or additional security labor required.


 


10.4                           Scheduling of Work. Services
including, without limitation, initial programming, access code changes, badge
activation, badge deactivation, and photos will be as reasonably determined by
the Tenant.


 


10.5                           Card Format.  Landlord will, at Landlord’s expense,
provide; (i) logo for any Landlord or third party tenant badges in a format
acceptable to Tenant which is compatible with existing card key badge system
and existing photo equipment and, (ii) a background color different than those
currently used by Tenant.


 


10.6                           Materials.  Tenant will order and stock materials for
badges as reasonably estimated by Landlord or allow Landlord to order and stock
its own materials.  Materials ordered or
provided by Tenant will be included as Operating Expenses to Tenant unless
Tenant is reimbursed directly by Landlord or Landlord’s third party tenant(s).


 


10.7                           Temporary
Badges.  Landlord will provide to Tenant
a copy of Landlord’s current written policy in effect from time to time, which
policy must be reasonably acceptable to Tenant, regarding Landlord’s
requirements for issuing temporary badges and after hours access to Landlord’s
employees, contractors or agents, or third party tenants.


 


10.8                           Reporting.  Tenant will provide security rounds after
normal business hours and report security or maintenance issues such as open
exterior doors, roof leaks or other water leaks, or upon specific requests from
Landlord, high temperatures in key areas if temperature recording equipment is
provided by Landlord.  All such reports
will be to Landlord’s designee; provided, however,  Tenant shall only be
responsible to report such security or maintenance problems that are in the
areas normally covered by security rounds and easily visible and times
reasonably determined by Tenant.


 


10.9                           Termination.  Tenant’s agreement to provide security for
the Premises shall terminate at Lease termination or may by terminated by
Landlord with written notice of such termination at any time; provided, however, Landlord shall
pay the costs of such security for the Premises.


 


10.10                     Indemnification.  Tenant’s agreement to provide security for the
building including, card access service, CCTV taped monitoring, and security
rounds is at the request of the Landlord, and Landlord agrees to indemnify and
save Tenant and Tenant’s Related Parties entirely harmless for, from and
against each and every claim, demand, liability, loss, cost, fine, penalty,
damage and expense, including, without limitation, reasonable attorneys’ fees
and court costs, arising out of such security or any accident or other
occurrence causing damage or loss to property by reason of construction,
maintenance or use of the Card Access System, CCTV


 
















 


system, of any additions,
alterations or renovations thereto, or due to the condition of the Premises, or
the use or neglect thereof by Landlord or any of Landlord’s Related Parties, third
party tenant’s, or any other person, or otherwise occurring upon the Premises,
and unless caused by the sole gross negligence of Tenant.


 


ARTICLE 11


ASSIGNMENT
AND SUBLETTING


 


11.1                           Assignments.  Tenant may assign all or any part of this
Lease with the prior written consent of Landlord which shall not be
unreasonably withheld, conditioned or delayed; provided,
however, Tenant shall remain liable to Landlord for the
performance of all obligations to be performed by Tenant under this Lease,
including payment of the Monthly Rental Amount.


 


11.2                           Subleases.
Tenant may sublet all or any part of this Lease with the prior written consent
of Landlord which shall not be unreasonably withheld, conditioned or delayed; provided, however, Tenant shall
remain liable to Landlord for the performance of all obligations to be
performed by Tenant under this Lease, including payment of the Monthly Rental
Amount.


 


ARTICLE 12


SALE
OF LEASEHOLD BY LANDLORD


 


12.1                           Sale by
Landlord.  Landlord may sell, transfer,
assign or otherwise dispose of its interest in the Premises or this Lease, or
any part thereof or interest therein, without the consent of Tenant; provided, however, that Landlord
shall obtain a customary nondisturbance agreement from the purchaser of
Landlord’s interest and shall cause such purchaser to be bound by each and
every covenant and condition to be performed by Landlord under this Lease,
including, without limitation, the provisions of Section 1.5.  This
Lease shall not be affected by any such sale, transfer, assignment or disposal
of Landlord’s interest, and Tenant agrees to attorn to Landlord’s purchaser or
assignee.


 


ARTICLE 13


DEFAULTS
AND REMEDIES


 


13.1                           Default.  Upon the non-payment of the whole or any
portion of the rentals hereby reserved, or upon the non-performance by Tenant
of any other covenant or condition herein set forth on the part of said Tenant
to be kept and performed, Tenant shall be in default hereunder; provided, however, except as
otherwise provided in this Lease, Landlord shall not be entitled to exercise
its remedies for default unless, in the case of a default involving the failure
to pay rent, such default continues for more than five (5) days following
Tenant’s receipt of written notice from Landlord therefor, and in the case of
any other default, Landlord shall have given Tenant written notice of the
default and Tenant shall have failed to cure such default (or in the case of a
default that cannot be cured within twenty (20) days, Tenant shall not have
commenced to cure such default and be diligently prosecuting such cure) on or
before twenty (20) days after Tenant receives such notice.  Tenant shall also be in default under this
Lease and Landlord shall be entitled to exercise its remedies under this Lease
for default (without any additional cure period except as provided in
subsections (a) or (b) below):


 


(a)                                  Bankruptcy.  If Tenant shall file a petition in bankruptcy
or for reorganization or for an arrangement pursuant to any federal or state
bankruptcy law or any similar federal or state


 
















 


law, or shall be
adjudicated a bankrupt or shall make an assignment for the benefit of creditors
or shall admit in writing its inability to pay its debts generally as they
become due, or if a petition or answer proposing the adjudication of Tenant as a
bankrupt or its reorganization pursuant to any federal or state bankruptcy law
or any similar federal or state law shall be filed in any court and Tenant
shall consent to or acquiesce in the filing thereof or such petition or answer
shall not be discharged or denied within sixty (60) days after the occurrence
of any of the foregoing; or


 


(b)                                 Other
Insolvency Events.  If a receiver,
trustee or liquidator of Tenant or of all or substantially all of the assets of
Tenant or Tenant’s leasehold interest in the Premises shall be appointed in any
proceeding brought by Tenant, or if any such receiver, trustee or liquidator
shall be appointed in any proceeding brought against Tenant and shall not be
discharged within sixty (60) days after the occurrence thereof, or if Tenant
shall consent to or acquiesce in such appointment.


 


13.2                           Remedies.  On any event of default, Landlord, at
Landlord’s option, may exercise any and all rights and remedies available at
law or in equity or pursuant to this Lease, in any order, successively or
concurrently, including the following:


 


(a)                                  Cure
of Default.  Landlord may take any action
deemed necessary by Landlord, in Landlord’s reasonable discretion, to cure the
default.  Tenant shall be liable to
Landlord for all of Landlord’s reasonable expenses so incurred, as additional
rent, payable by Landlord to Tenant within ten (10) days of receipt by Tenant
of an invoice therefor.


 


(b)                                 Termination
of Lease.  Landlord may terminate this
Lease by written notice to Tenant of Landlord’s election to do so.  Upon the giving of such notice, the term of
this Lease and the estate hereby granted shall expire and terminate on the date
set forth in such notice as fully and completely and with the same effect as if
such date were the date herein fixed for the expiration of the Term, and all
rights of Tenant shall expire and terminate, but Tenant shall remain liable as
hereinafter provided.  Upon Landlord’s
notice of termination, Landlord may recover from Tenant the Default Payment.


 


(c)                                  Right
to Re-enter.  Landlord shall have the
right pursuant to proper legal process, whether or not the term of this Lease
shall have been terminated pursuant to Section 11.2(b),
to re-enter and repossess the Premises by summary proceedings, ejectment, any
other legal action or in any lawful manner Landlord determines to be necessary
or desirable and to remove all persons and property therefrom.  No such re-entry or repossession of the
Premises shall be construed as an election by Landlord to terminate the term of
this Lease unless a notice of such termination is given to Tenant pursuant to Section 12.2(b).


 


(d)                                 Reletting
of the Premises.  At any time or from
time to time after the re-entry or repossession of the Premises pursuant to Section 12.2(c), whether or not the term of this Lease
shall have been terminated pursuant to Section 12.2(b),
Landlord shall use reasonable efforts to relet the Premises for the account of
Tenant at a rental which is reasonable in light of the then existing market
conditions in the community, in the name of Tenant or Landlord or otherwise,
without notice to Tenant, for such term or terms and on such other conditions
and for such uses as Landlord, in its reasonable discretion, may
determine.  Landlord may collect and
receive any rents payable by reason of such reletting.


 
















 


13.3                           Interest
on Past Due Amounts.  Any sum of money
due to Landlord and not paid within five (5) days after such sum shall become
due shall bear interest from the due date until paid at the rate of twenty one
percent (21%) per annum.


 


13.4                           Waiver
of Breach.  No waiver by Landlord or
Tenant of the breach of any provision of this Lease shall be construed as a
waiver of any preceding or succeeding breach of the same or any other provision
of this Lease, nor shall the acceptance of rent by Landlord during any period
of time in which Tenant is in default in any respect other than payment of rent
be deemed to be a waiver of such default.


 


ARTICLE 14


SUBORDINATION


 


14.1                           Subordination.  Tenant agrees to execute any documents
required to effectuate an attornment or subordination of this Lease to the lien
of any mortgage or deed of trust, as the case may be; provided,
however, that Tenant shall receive a customary nondisturbance
agreement from the holder of any such mortgage or deed of trust, as the case
may be.


 


ARTICLE 15


ESTOPPEL
CERTIFICATE


 


15.1                           Delivery
of Estoppel Certificate.  Each party
shall at any time upon twenty (20) days’ prior written notice from the other
party execute, acknowledge and deliver to the requesting party a statement in
writing (i) certifying that this Lease is unmodified and in full force and
effect (or, if modified, stating the nature of such modifications and
certifying that this Lease, as so modified, is in full force and effect) and
the date to which the rent is paid; (ii) acknowledging that there are not, to
such party’s knowledge, any uncured defaults on the part of either party
hereunder, or specifying such defaults if any are claimed; (iii) agreeing to
provide any mortgagee of the requesting party with the opportunity to cure
defaults by the requesting party; and (iv) agreeing not to amend, cancel or
assign the Lease without the prior consent of any such mortgagee.  Any such statement may be conclusively relied
upon by any prospective purchaser or encumbrancer of the Premises or any
interest therein.


 


ARTICLE 16


GENERAL
PROVISIONS


 


16.1                           Notices.  Notices shall be in writing and shall be
given by personal delivery, by deposit in the United States mail, certified
mail, return receipt requested, postage prepaid, or by express delivery
service, freight prepaid.  Notices shall
be delivered or addressed to Landlord and Tenant at the addresses set forth on
the first page of this Lease or at such other address or number as a party may
designate in writing.  The date notice is
deemed to have been given, received and become effective shall be the date on
which the notice is delivered, if notice is given by personal delivery, or the
date of actual receipt, if the notice is sent through the United States mail or
by express delivery service or by facsimile transmission.


 


16.2                           Attorneys’
Fees.  If any action is brought by any
party to this Lease in respect of its rights under this Lease, the prevailing
party shall be entitled to reasonable attorneys’ fees and court costs as determined
by the court.  In the event that any
person who shall not be a party to this Lease shall institute an action against
Tenant in which Landlord shall be involuntarily and without cause joined as a
party, Tenant shall reimburse Landlord for all attorneys’ fees incurred by
Landlord in connection therewith.


 


16.3                           Severability.  The invalidity of any provision of this
Lease, as determined by a court of competent jurisdiction, shall in no way
affect the validity of any other provision hereof.


 
















 


16.4                           Recording.  Neither this Lease nor any memorandum of this
Lease shall be recorded or filed without Landlord’s prior written consent,
which consent shall not be unreasonably withheld.


 


16.5                           Cumulative
Remedies.  No remedy or election
hereunder shall be deemed exclusive but shall, wherever possible, be cumulative
with all other remedies hereunder or at law or in equity.


 


16.6                           Construction.  The titles which are used following the
number of each Section are so used only for convenience in locating
various provisions of this Lease and shall not be deemed to affect the
interpretation or construction of such provisions.  The parties acknowledge that each party and
its counsel have reviewed and revised this Lease.  This Lease shall not be construed for or
against Landlord or Tenant.  References
in this Lease to “Articles” and “Sections” refers to the Articles and Sections
of this Lease, unless otherwise noted.


 


16.7                           Successors.  This Lease and all of provisions hereof shall
be binding upon and inure to the benefit of the successors and assigns of
Landlord and Tenant.


 


16.8                           Governing
Law.  The terms, conditions, covenants,
and agreements herein contained shall be governed, construed, and controlled
according to the laws of the State of Utah.


 


16.9                           Time is
of the Essence.  Time is of the essence
of this Lease and in the performance of all of the covenants and conditions
hereof.


 


16.10                     Entire
Agreement.  This Lease and the Purchase
Agreement set forth all the promises, inducements, agreements, conditions, and
understandings between Landlord and Tenant relative to the Premises, and there
are no other promises, agreements, conditions, or understandings, either oral
or written, express or implied, between them. No subsequent alteration,
amendment, change, or addition to this Lease shall be binding upon Landlord or
Tenant unless in writing and signed by each of them.  Parol evidence shall never be admissible in
any court, tribunal, arbitration or governmental agency to modify, amend or
vary the terms of this Lease.


 


16.11                     Counterparts.  This Lease may be executed in one or more
counterparts, each of which, when taken together, shall constitute the
original. Telecopy signatures shall be adequate to indicate original signatures
provided the originals are provided to the parties as soon as reasonably
possible following execution.


 


IN WITNESS
WHEREOF, this Lease has been executed and delivered by Landlord and Tenant.


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
  Komas L.L.C.

  
	
   

  	
  By Woodbury
  Corporation, Its Manager

  
	
   

  	
  By (Signed) W. Richards
  Woodbury, President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
  Evans & Sutherland
  Corporation

  
	
   

  	
  By:

  	
  (Signed) Thomas
  Atchison

  	
   

  
	
   

  	
  Chief Financial Officer

  
					



 
















 


EXHIBIT A

LEGAL DESCRIPTION OF
PROPERTY


 


BEGINNING
at a point on the Westerly line of Komas Drive, said point being North 1626.262
feet and West 815.400 feet from the Salt Lake City Survey Monument at the
intersection of Sunnyside Avenue and Padley Street, said Monument is
located South 65°48’24” West 3622.62 feet and East 97.00 feet and South 58.20
feet from the Southeast corner of Section 3, Township 1 South, Range 1
East, Salt Lake Base and Meridian, and running thence South 49°00’00” East
551.954 feet; thence South 41°00’00” West 31.741 feet; thence South 60°00’00”
West 601.002 feet; thence North 49°00’00” West 326.287 feet; thence North
41°00’00” East 488.553 feet; thence North 49°00’00” West 30.00 feet; thence
North 41°00’00” East 111.443 feet to the point of beginning.


 


16:03:300:001:2014
/ 6014


 
















 


EXHIBIT
B


 


DEFINITION
OF OPERATING EXPENSES


 


1)                                      Notwithstanding
anything in this Lease to the contrary, “Operating
Expenses” as said term is used herein and in the Lease, shall
consist of the direct operating expenses of the Building, and shall include all
expenditures by Landlord to keep the Building in operation in subsequent years
as may be reasonable, normal, and customary. 
All such Operating Expenses shall be determined in accordance with
generally accepted accounting principles, which shall be consistently
applied.  The Operating Expenses shall be
net and for that purpose shall be deemed reduced by the amount of any insurance
reimbursement, other reimbursement, recoupment, payment, discount, credit,
reduction, allowance, or the like received or receivable by Landlord in
connection with such Operating Expenses. Operating Expenses, as used herein,
shall mean, but not be limited to, the following direct expenses, costs and
disbursements of operation of the Building:


 


a)                                      Salaries
and such other compensation (including payroll taxes, welfare, retirement,
vacation, holiday, other paid absences and other fringe benefits) payable to
all full-time employees up to and including the building manager for performing
services rendered in connection with the repair, maintenance and operation of
the Building (or an equitable pro rata portion of such expenses, if such
employees are engaged in the management, maintenance or operations of other
buildings).


 


b)                                     Expenses
of independent contractors or agents of Landlord performing services rendered
in connection with the normal operation, repair and maintenance of the Building,
such as the following:


 


i)                                         Window
cleaners, miscellaneous handymen, janitors, cleaning personnel and porters
engaged in cleaning, repairing, and maintaining the Building, its equipment and
fixtures;


 


ii)                                      Watchmen,
caretakers and persons engaged in patrolling and protecting;


 


iii)                                   Engineers,
firemen, mechanics, electricians, plumbers and persons engaged in the
operation, repair and maintenance of the heating, air conditioning,
ventilating, plumbing, electrical and elevator systems; and


 


iv)                                  Plumbers,
electricians, and other persons engaged in connection with the operation,
normal repairs and normal maintenance of the Building.


 
















 


c)                                      Normal
repairs to and normal physical maintenance of the Building, including
mechanical equipment and appurtenances thereto and the cost of supplies, tools,
materials and equipment used in connection therewith.


 


d)                                     Premiums
and other charges incurred by Landlord with respect to the following insurance
to the extent carried by Landlord:


 


i)                                         Fire
and extended coverage insurance, including earthquake, windstorm, hail, and
explosion coverage;


 


ii)                                      Rioting
attending a strike, civil commotion, aircraft, vehicle and smoke insurance;


 


iii)                                   Public
liability and property damage insurance;


 


iv)                                  Elevator
insurance;


 


v)                                     Workmen’s
compensation insurance for the employees specified in Section 1(a) above;


 


vi)                                  Boiler
and machinery insurance, sprinkler leakage, water damage, legal liability,
burglary, fidelity and pilferage insurance on equipment and materials; and


 


vii)                               Such
other insurance as is reasonable, necessary or advisable.


 


e)                                      Costs
incurred for electricity, chilled water, water for heating, gas fuel, steam,
water, telephone, or other similar utilities required in connection with the
operation and maintenance of the Building.


 


f)                                        Costs
incurred in connection with inspection, servicing and maintenance contracts
necessary for proper operation, janitorial and window cleaning, rubbish
removal, exterminating, water treatment, elevator, electrical, plumbing, and
mechanical equipment and the cost of materials, tools, supplies, and equipment
used in connection therewith.


 


g)                                     Water
and sewer charges.


 


h)                                     Sales,
use and excise taxes on goods and services purchased by Landlord to properly
operate or maintain the Building and its equipment.


 


i)                                         License,
permits and inspection fees for the Building, but not for any tenant
improvements in the Building.


 
















 


j)                                         Auditor’s
fees for public accounting normally required for the operation and maintenance
of the Building, but not including expenses for determining rents and operating
expenses.


 


k)                                      Such
other reasonable expenses and costs reasonably necessary to be incurred for the
purpose of operating and maintaining the Building in a normal first-class
manner and condition.


 


l)                                         Any
such reasonable expenses and reasonable costs resulting from a substitution of
work, labor, material or services in lieu of any of the above itemizations, or
for any such additional work, labor services or material resulting from
compliance with any governmental laws, rules, regulations or orders applicable
to the Building or any parts thereof which shall, at the time of any such
substitution and/or addition, be considered operating expenses in accordance
with generally accepted accounting principles.


 


m)                                   All
taxes, assessments and governmental charges, whether federal, state, county or
municipal, and whether they be by taxing districts or authorities presently
taxing the Building, or by others, subsequently created or otherwise, and other
taxes and assessments attributable to the Building and the Building Parcel or
the Building’s operation, excluding, however, all federal, state and local
taxes on income, or measured by income.


 


n)                                     Reasonable
costs incurred by Landlord in maintaining the Common Areas.


 


o)                                     Reasonable
costs incurred by Landlord for management and maintenance of energy and utility
savings devices and equipment.


 


p)                                     Property
management fees, as set forth in Article 3,
subsection (e) of this Lease.


 


q)                                     Ground
Rent in connection with the Ground Lease, dated September 5, 1980, as
amended by each of (i) that First Amendment to Lease Agreement, dated
June 7, 1982, (ii) that Second Amendment to Lease Agreement, dated
September 28, 1982, (iii) that Third Addendum to Lease Agreement, dated
April 9, 1987, and (iv) that Fourth Addendum to Lease Agreement, dated
December 31, 1990 (collectively, the “Ground Lease”).


 


2)                                      Notwithstanding
anything contained in the Lease or in the foregoing list to the contrary, no
expenses incurred for the following shall be included within the definition of
“Operating Expenses”:


 
















 


a)                                      Repairs
or other work occasioned by fire, windstorm or other casualty of an insurable
nature or by the exercise of the right of eminent domain.


 


b)                                     Leasing
commissions, attorney’s fees, costs and disbursements and other expenses
incurred in connection with negotiations, transactions, or disputes with
tenants, other occupants, or prospective tenants or other occupants.


 


c)                                      Costs
incurred in renovating or otherwise improving or decorating, painting or
redecorating space for tenants or other occupants of the Building.


 


d)                                     Landlord’s
costs of electricity, HVAC, and other services sold to tenants and for which
Landlord is entitled or would ordinarily be entitled to be reimbursed by
tenants as an additional charge or rental over and above the basic rent payable
under the lease agreement with such tenant.


 


e)                                      Depreciation
and amortization.


 


f)                                        Costs
of a capital nature, as defined under generally accepted accounting principles,
including, but not limited to, capital improvements, capital replacements,
capital repairs, capital equipment and capital tools, expect as otherwise
provided in Section 1(p)
above.


 


g)                                     Expenses
in connection with non-standard services or other benefits of a type which are
not provided Tenant but which are provided to another tenant or occupant.


 


h)                                     Costs
incurred as a result of legal fees, judgments, or consent decrees due to
violation by Landlord or any tenant of the terms and conditions of any lease.


 


i)                                         Interest
on debt or amortization payments on any mortgage(s) or deed(s) of trust.


 


j)                                         Landlord’s
general corporate overhead and general administrative expenses.


 


k)                                      Rentals
and other related expenses incurred in leasing air conditioning systems,
elevators, or other equipment ordinarily considered to be of a capital nature,
except equipment which is used in providing janitorial services and which is
not affixed to the Building.


 


l)                                         All
items and services for which Tenant reimburses Landlord or pays third persons.


 


m)                                   Any
other expense which under generally accepted accounting principles and practice
would not be rendered as a normal maintenance or operating expense.


 
















 


n)                                     Any
costs, fines, penalties, legal fees or costs of litigation incurred due to
violations by Landlord, its employees, agents, contractors or assigns, of any
governmental rule or authority or of any lease in the Building.


 


o)                                     Management
fees in excess of Article 3,
subsection (e) of this Lease.


 


p)                                     Interest
or penalties due to late payments of taxes, utility bills and other costs.


 


q)                                     Federal
and state taxes on income, death, estate or inheritance taxes; franchise taxes
and any taxes imposed or measured on or by the income of Landlord from the
operation of the Building or imposed in connection with any financing or change
of ownership of the Building.


 
















 


Exhibit C


 


	
  Description

  	
   

  	
  Yearly Cost

  	
   

  	
  Rentable

  Square

  Feet

  	
   

  	
  Cost Per

  Square

  Foot

  	
   

  	
  Monthly Cost

  	
   

  	
  Usable

  Square

  Feet

  	
   

  	
  Monthly

  Usable Cost

  	
   

  
	
  Janitorial

  	
   

  	
  $

  	
  5,022.00

  	
   

  	
  83806

  	
   

  	
  $

  	
  0.005

  	
   

  	
  $

  	
  418.50

  	
   

  	
  64718

  	
   

  	
  $

  	
  0.08

  	
   

  
	
  Landscape

  	
   

  	
  $

  	
  6,209.24

  	
   

  	
  83806

  	
   

  	
  $

  	
  0.07

  	
   

  	
  $

  	
  517.44

  	
   

  	
  64718

  	
   

  	
  $

  	
  0.10

  	
   

  
	
  Snow Removal

  	
   

  	
  $

  	
  3,885.00

  	
   

  	
  83806

  	
   

  	
  $

  	
  0.05

  	
   

  	
  $

  	
  323.75

  	
   

  	
  64718

  	
   

  	
  $

  	
  0.06

  	
   

  
	
  Utilites

  	
   

  	
  $

  	
  27,623.00

  	
   

  	
  83806

  	
   

  	
  $

  	
  0.33

  	
   

  	
  $

  	
  2,301.92

  	
   

  	
  64718

  	
   

  	
  $

  	
  0.43

  	
   

  
	
  Taxes

  	
   

  	
  $

  	
  131,139.40

  	
   

  	
  83806

  	
   

  	
  $

  	
  1.56

  	
   

  	
  $

  	
  10,928.28

  	
   

  	
  64718

  	
   

  	
  $

  	
  2.03

  	
   

  
	
  Land Lease

  	
   

  	
  $

  	
  58,513.00

  	
   

  	
  83806

  	
   

  	
  $

  	
  0.70

  	
   

  	
  $

  	
  4,876.08

  	
   

  	
  64718

  	
   

  	
  $

  	
  0.90

  	
   

  
	
  Insurance

  	
   

  	
  $

  	
  14,170.00

  	
   

  	
  83806

  	
   

  	
  $

  	
  0.17

  	
   

  	
  $

  	
  1,180.83

  	
   

  	
  64718

  	
   

  	
  $

  	
  0.22

  	
   

  
	
  In-HouseMaintenance

  	
   

  	
  $

  	
  16,422.00

  	
   

  	
  83806

  	
   

  	
  $

  	
  0.20

  	
   

  	
  $

  	
  1,368.50

  	
   

  	
  64718

  	
   

  	
  $

  	
  0.25

  	
   

  
	
  Substation Maintenance

  	
   

  	
  $

  	
  2,027.00

  	
   

  	
  83806

  	
   

  	
  $

  	
  0.02

  	
   

  	
  $

  	
  168.92

  	
   

  	
  64718

  	
   

  	
  $

  	
  0.03

  	
   

  
	
  Asphalt Maintenance

  	
   

  	
  $

  	
  —

  	
   

  	
  83806

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  64718

  	
   

  	
  $

  	
  —

  	
   

  
	
  Maintenance

  	
   

  	
  $

  	
  9,006.00

  	
   

  	
  83806

  	
   

  	
  $

  	
  0.11

  	
   

  	
  $

  	
  750.50

  	
   

  	
  64718

  	
   

  	
  $

  	
  0.14

  	
   

  
	
  Emergency

  	
   

  	
   

  	
   

  	
  83806

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  64718

  	
   

  	
  $

  	
  —

  	
   

  
	
   

  	
   

  	
  $

  	
  274,016.64

  	
   

  	
   

  	
   

  	
  $

  	
  3.21

  	
   

  	
  $

  	
  22,834.72

  	
   

  	
   

  	
   

  	
  $

  	
  4.23

  	
   

  
	
  Management Fees

  	
   

  	
  $

  	
  4,356.15

  	
   

  	
  83806

  	
   

  	
  $

  	
  0.05

  	
   

  	
  $

  	
  363.01

  	
   

  	
  64718

  	
   

  	
  $

  	
  280.33

  	
   

  
	
  1.25% Cap

  	
   

  	
  $

  	
  342,520.80

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  346,876.95

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 
















 


Exhibit D


8K Leased Year Two


50 % Operating Expenses


 


	
  Description

  	
   

  	
  Yearly Cost

  	
   

  	
  Rentable

  Square

  Feet

  	
   

  	
  Cost Per

  Square

  Foot

  	
   

  	
  Monthly Cost

  	
   

  	
  Usable

  Square

  Feet

  	
   

  	
  Monthly

  Usable

  Cost

  	
   

  
	
  Janitorial

  	
   

  	
  $

  	
  50,283.60

  	
   

  	
  83806

  	
   

  	
  $

  	
  1.20

  	
   

  	
  $

  	
  8,380.60

  	
   

  	
  64718

  	
   

  	
  $

  	
  0.78

  	
   

  
	
  Landscape

  	
   

  	
  $

  	
  6,209.24

  	
   

  	
  83806

  	
   

  	
  $

  	
  0.07

  	
   

  	
  $

  	
  517.44

  	
   

  	
  64718

  	
   

  	
  $

  	
  0.10

  	
   

  
	
  Snow Removal

  	
   

  	
  $

  	
  3,885.00

  	
   

  	
  83806

  	
   

  	
  $

  	
  0.05

  	
   

  	
  $

  	
  323.75

  	
   

  	
  64718

  	
   

  	
  $

  	
  0.06

  	
   

  
	
  Electrical

  	
   

  	
  $

  	
  61,608.50

  	
   

  	
  83806

  	
   

  	
  $

  	
  0.74

  	
   

  	
  $

  	
  5,134.04

  	
   

  	
  64718

  	
   

  	
  $

  	
  0.95

  	
   

  
	
  Gas

  	
   

  	
  $

  	
  9,108.52

  	
   

  	
  83806

  	
   

  	
  $

  	
  0.11

  	
   

  	
  $

  	
  759.04

  	
   

  	
  64718

  	
   

  	
  $

  	
  0.14

  	
   

  
	
  Water & Sewer

  	
   

  	
  $

  	
  15,600.00

  	
   

  	
  83806

  	
   

  	
  $

  	
  0.19

  	
   

  	
  $

  	
  1,300.00

  	
   

  	
  64718

  	
   

  	
  $

  	
  0.24

  	
   

  
	
  Taxes

  	
   

  	
  $

  	
  131,139.40

  	
   

  	
  83806

  	
   

  	
  $

  	
  1.56

  	
   

  	
  $

  	
  10,928.28

  	
   

  	
  64718

  	
   

  	
  $

  	
  2.03

  	
   

  
	
  Land Lease

  	
   

  	
  $

  	
  58,513.00

  	
   

  	
  83806

  	
   

  	
  $

  	
  0.70

  	
   

  	
  $

  	
  4,876.08

  	
   

  	
  64718

  	
   

  	
  $

  	
  0.90

  	
   

  
	
  Insurance

  	
   

  	
  $

  	
  14,170.00

  	
   

  	
  83806

  	
   

  	
  $

  	
  0.17

  	
   

  	
  $

  	
  1,180.83

  	
   

  	
  64718

  	
   

  	
  $

  	
  0.22

  	
   

  
	
  Maintenance

  	
   

  	
  $

  	
  24,711.00

  	
   

  	
  83806

  	
   

  	
  $

  	
  0.29

  	
   

  	
  $

  	
  2,059.25

  	
   

  	
  64718

  	
   

  	
  $

  	
  0.38

  	
   

  
	
  Substation Maintenance

  	
   

  	
  $

  	
  2,027.00

  	
   

  	
  83806

  	
   

  	
  $

  	
  0.02

  	
   

  	
  $

  	
  168.92

  	
   

  	
  64718

  	
   

  	
  $

  	
  0.03

  	
   

  
	
  Emergency Maintenance

  	
   

  	
  $

  	
  15,000.00

  	
   

  	
  83806

  	
   

  	
  $

  	
  0.18

  	
   

  	
  $

  	
  1,250.00

  	
   

  	
  64718

  	
   

  	
  $

  	
  0.23

  	
   

  
	
   

  	
   

  	
  $

  	
  392,255.26

  	
   

  	
   

  	
   

  	
  $

  	
  5.28

  	
   

  	
  $

  	
  36,878.24

  	
   

  	
   

  	
   

  	
  $

  	
  6.06

  	
   

  
	
  Management Fees

  	
   

  	
  $

  	
  13,068.45

  	
   

  	
  83806

  	
   

  	
  $

  	
  0.16

  	
   

  	
  $

  	
  1,089.04

  	
   

  	
  64718

  	
   

  	
  $

  	
  840.99

  	
   

  
	
  Total

  	
   

  	
  $

  	
  405,323.71

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  6.26

  	
   

  
	
  Tenant’s Pro Rata Share @ 8K

  	
   

  	
  $

  	
  74,888.20

  	
   

  	
  9.5459

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  1.16

  	
   

  
	
  E&S Responsibility

  	
   

  	
  $

  	
  330,435.51

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  5.11

  	
   

  
	
  1.25% CAP

  	
   

  	
  $

  	
  413,044.39

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 
















 


EXHIBIT E


 


The Monthly Rental Amount
to be refunded from the Security Deposit by Landlord to Tenant beginning the 16th
month as set forth in Section 4.4 (a)
of this Lease shall be as set forth below plus any interest due Tenant at the
end of the Lease term.


 




	
  Month

  	
   

  	
  Rental

  Amount

  	
   

  	
  Month

  	
   

  	
  Rental

  Amount

  	
   

  
	
  13

  	
   

  	
   

  	
   

  	
  25

  	
   

  	
  $

  	
  36,301.25

  	
   

  
	
  14

  	
   

  	
   

  	
   

  	
  26

  	
   

  	
  $

  	
  36,301.25

  	
   

  
	
  15

  	
   

  	
   

  	
   

  	
  27

  	
   

  	
  $

  	
  36,301.25

  	
   

  
	
  16

  	
   

  	
  $

  	
  58,081.64

  	
   

  	
  28

  	
   

  	
  $

  	
  36,301.25

  	
   

  
	
  17

  	
   

  	
  $

  	
  47,191.67

  	
   

  	
  29

  	
   

  	
  $

  	
  36,301.25

  	
   

  
	
  18

  	
   

  	
  $

  	
  47,191.67

  	
   

  	
  30

  	
   

  	
  $

  	
  36,301.25

  	
   

  
	
  19

  	
   

  	
  $

  	
  47,191.67

  	
   

  	
  31

  	
   

  	
  $

  	
  36,301.25

  	
   

  
	
  20

  	
   

  	
  $

  	
  47,191.67

  	
   

  	
  32

  	
   

  	
  $

  	
  36,301.25

  	
   

  
	
  21

  	
   

  	
  $

  	
  47,191.67

  	
   

  	
  33

  	
   

  	
  $

  	
  36,301.25

  	
   

  
	
  22

  	
   

  	
  $

  	
  47,191.67

  	
   

  	
  34

  	
   

  	
  $

  	
  36,301.25

  	
   

  
	
  23

  	
   

  	
  $

  	
  47,191.67

  	
   

  	
  35

  	
   

  	
  $

  	
  36,301.25

  	
   

  
	
  24

  	
   

  	
  $

  	
  47,191.67

  	
   

  	
  36

  	
   

  	
  $

  	
  36,301.25

  	
   

  
	
  25

  	
   

  	
  $

  	
  435,615.00

  	
   

  	
   

  	
   

  	
  $

  	
  435,615.00

  	
   

  






 


Note:  The Rental Amount in the 16th
month includes $10,889.97 from the payment of the Monthly Rental Amount in the
15th month as it is in excess of Tenant’s Security Deposit
obligation.


 
















 


EXHIBIT
F


 


As set forth in Section 4.4 (b) of this Lease, the Monthly Rental
Amount to be refunded from the Security Deposit by Landlord to Tenant shall be
the difference between the sum of the aggregate Monthly Rental Amount as set forth
below for months sixteen (16) through thirty six (36) plus the aggregate
monthly Rental Amount of any applicable Third Party Rents minus Eight Hundred Seventy One Thousand Two Hundred Thirty and 00/100
Dollars ($871,230.00) and Landlord shall pay Tenant any interest due
Tenant on Security Deposit at the end of the Lease term.


 




	
  Month

  	
   

  	
  Rental

  Amount

  	
   

  	
  Month

  	
   

  	
  Rental

  Amount

  	
   

  
	
  13

  	
   

  	
   

  	
   

  	
  25

  	
   

  	
  $

  	
  36,301.25

  	
   

  
	
  14

  	
   

  	
   

  	
   

  	
  26

  	
   

  	
  $

  	
  36,301.25

  	
   

  
	
  15

  	
   

  	
   

  	
   

  	
  27

  	
   

  	
  $

  	
  36,301.25

  	
   

  
	
  16

  	
   

  	
  $

  	
  58,081.64

  	
   

  	
  28

  	
   

  	
  $

  	
  36,301.25

  	
   

  
	
  17

  	
   

  	
  $

  	
  47,191.67

  	
   

  	
  29

  	
   

  	
  $

  	
  36,301.25

  	
   

  
	
  18

  	
   

  	
  $

  	
  47,191.67

  	
   

  	
  30

  	
   

  	
  $

  	
  36,301.25

  	
   

  
	
  19

  	
   

  	
  $

  	
  47,191.67

  	
   

  	
  31

  	
   

  	
  $

  	
  36,301.25

  	
   

  
	
  20

  	
   

  	
  $

  	
  47,191.67

  	
   

  	
  32

  	
   

  	
  $

  	
  36,301.25

  	
   

  
	
  21

  	
   

  	
  $

  	
  47,191.67

  	
   

  	
  33

  	
   

  	
  $

  	
  36,301.25

  	
   

  
	
  22

  	
   

  	
  $

  	
  47,191.67

  	
   

  	
  34

  	
   

  	
  $

  	
  36,301.25

  	
   

  
	
  23

  	
   

  	
  $

  	
  47,191.67

  	
   

  	
  35

  	
   

  	
  $

  	
  36,301.25

  	
   

  
	
  24

  	
   

  	
  $

  	
  47,191.67

  	
   

  	
  36

  	
   

  	
  $

  	
  36,301.25

  	
   

  
	
  25

  	
   

  	
  $

  	
  435,615.00

  	
   

  	
   

  	
   

  	
  $

  	
  435,615.00

  	
   

  






 


Note:  The Rental Amount in the 16th
month includes $10,889.97 from the payment of the Monthly Rental Amount in the
15th month as it is in excess of Tenant’s Security Deposit
obligation.


 
















 


EXHIBIT G


UTILITY AGREEMENT


 


THIS
UTILITY AGREEMENT (“Agreement”) is
entered into this        day
of              , 2007, by and
between EVANS & SUTHERLAND COMPUTER CORPORATION, a Utah corporation (“E&S”), KOMAS, L.L.C., a Utah limited liability company
(“Komas”) and PACIFICORP, an Oregon
corporation doing business as Utah Power & Light Company (“UP&L”), individually a “Party”
and collectively, the “Parties”.


 


R E C I T A L S


 


A.                                   E&S and Woodbury Corporation have entered
into a Purchase and Sale Agreement, dated April 7, 2004 (the “Purchase Agreement”) with respect to the building and
improvements located at 650 Komas Drive, Salt Lake City, Utah (the “Property”).


 


B.                                     Komas intends to obtain from Woodbury
Corporation an assignment of Woodbury Corporation’s rights and interests under
the Purchase Agreement, and to take possession of the Property.


 


C.                                     Currently, the Property receives electrical
power from a substation (the “Substation”)
owned and operated by E&S.


 


D.                                    Pursuant to the Purchase Agreement, Woodbury
Corporation and E&S have required, as a condition to closing the
transaction contemplated by the Purchase Agreement and as further set forth in
that certain Lease Agreement
dated                 ,
2004, that Komas, E&S and UP&L agree, in writing, to a separation,
including separate metering, by UP&L of any electrical facilities servicing
the Property from the electrical facilities servicing other property owned
and/or controlled by E&S in the vicinity of the Property.


 


E.                                      The Parties have agreed to enter into this
Agreement at the termination of the Lease set forth above to resolve the issues
regarding the billing separation of electrical services to the Property.


 


A G R E E M E N T


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties hereby agree as follows:


 


1.                                       Installation of Electrical Meter.  UP&L shall install, at the cost and
expense of E&S and Komas, to be borne equally by E&S and Komas, a
primary meter near the existing switch box to allow UP&L to meter for the
electrical services provided to the Property upon separation of the electrical
facilities servicing the Property from the electrical facilities servicing
other property owned and/or controlled by E&S.  Charges due UP&L under this Section 1 are separate from the costs due under any
other section of this Agreement.


 


2.                                       Charge for Electrical Service.  At such time as UP&L has installed the
electrical meter referenced in Section 1
above and the electrical service is separated as defined in Section 3 below, Komas shall be served and billed by
UP&L, at the applicable approved rate schedule.


 


3.                                       Separation of Electrical Services.  As soon as is practicable, in the opinion of
UP&L, in its sole and absolute discretion, UP&L will separate the
electrical service for the Property from the Substation; provided,
however, that such separation, including, without limitation,
line design and


 
















 


construction, shall be
subject to the standard Public Service Commission regulations regarding line
extension costs, deposits and contracts. 
Komas shall be responsible, at its sole cost and expense, to pay for
such installation in accordance with the applicable Public Service Commission
regulations regarding line extension costs, deposits and contracts.  Komas shall pay for all costs to provide
service beyond the existing primary switchgear, including but not limited to,
any necessary trenching, conduit installation, connection, splicing or
conductoring, to and from the new meter cabinet, but excluding the cost of
primary metering addressed in Section 1
above. Once UP&L has installed the electrical meter as required herein, and
separated the electrical service provided to the Property as described in this Section 3, UP&L will bill Komas under the
applicable electric service schedule, on file with and approved by the Utah
Public Service Commission, which is currently Electric Service
Schedule No. 6, with voltage discount.


 


4.                                       Payment. E&S and Komas shall tender
payment in the total amount of                and
00/100 Dollars ($
              )
immediately upon executing this Agreement and UP&L’s obligation to proceed
with the activities described in Section 1 and Section 3 herein shall
be contingent upon receipt of such payment. 
UP&L may, at its sole discretion, require an additional prepayment
from Komas to cover the estimated cost of work performed pursuant to
Section 3 herein.  Payment in full
of amounts due under this Agreement is a condition precedent to UP&L’s
obligation to provide electric service to the Property.


 


5.                                       Execution of Additional Documents.  Komas, E&S and UP&L agree to execute
such further documentation, as may be necessary to fulfill the purposes of this
Agreement.  Komas specifically
acknowledges and agrees to execute such utility provider contracts and
documents (the “Utility Contracts”) as UP&L
may require in connection with providing the electrical service to the
Property.


 


6.                                       Indemnification.  In addition to any other indemnities that may
be required by or contained in the Utility Contracts, Komas hereby agrees to
indemnify, defend (with counsel reasonably acceptable to E&S and/or
UP&L, as the case may be) and hold harmless E&S and UP&L and their
respective parent companies, subsidiaries, affiliates, employees, attorneys,
representatives and agents, and successors and assigns, from and against any
and all judgments, claims, expenses (including attorneys’ and other
consultants’ reasonable fees and costs), causes of action, damages,
liabilities, including without limitation, all foreseeable and all
unforeseeable consequential damages, directly or indirectly arising out of the
supply of electrical services to the Property, through the Substation or
otherwise.  Komas acknowledges and
agrees, for itself, its successors and assigns, that neither E&S nor
UP&L shall be liable to Komas or any tenants or other occupants of the
Property in damages or otherwise if such electrical services are interrupted or
terminated because of necessary repairs, installations, improvements, or any
other cause beyond the control of E&S or UP&L.  Komas further acknowledges and agrees that if
Komas needs uninterrupted electrical service, that Komas shall be responsible,
at its sole cost and expense, for providing an electrical back-up generator or
other uninterruptible power source for the Property.


 


7.                                       Successors and Assigns.  This Agreement shall be binding on the
Parties and their respective successors and assigns.


 


8.                                       Severability. 
Invalidation of any one of these Covenants and Restrictions by judgment
or court order shall in no way affect the validity of any other provisions,
which shall remain in full force and effect.


 


9.                                       Number and Gender.  Number and gender as used in this Agreement
shall extend to and include both a singular and plural and all genders as the
context and construction require.


 
















 


10.                                 Governing Law.  This Agreement shall be governed and
construed in accordance with the laws of the State of Utah.


 


11.                                 Integration. 
Except as set forth below, this Agreement contains the entire agreement of
the parties hereto, and supersedes any prior written or oral agreements between
the parties concerning the subject matter contained herein.  Notwithstanding the foregoing, any matters in
connection with the subject matter of this Agreement not specifically set forth
in this Agreement shall be subject to and governed by the Utah Public Service
Commission regulations in connection with such matters.


 


IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
above written.


 


	
   

  	
  E&S:

  
	
   

  	
   

  
	
   

  	
  EVANS & SUTHERLAND COMPUTER
  CORPORATION,

  
	
   

  	
  a Utah corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Komas:

  
	
   

  	
   

  
	
   

  	
  KOMAS, L.L.C.,

  
	
   

  	
  a Utah limited liability
  company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Woodbury Corporation,

  
	
   

  	
  a
  Utah corporation

  
	
   

  	
  Its:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  W. Richards Woodbury, President

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  O. Randall Woodbury, Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  UP&L:

  
	
   

  	
   

  
	
   

  	
  PACIFICORP, an Oregon corporation doing business

  as Utah Power & Light Company,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Its: