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Lease Agreement/Tri-City Planning & Gilliland Enterprises (Ford Building)Prepared: June 1, 2001 GILLILAND ENTERPRISES LEASE AGREEMENT THIS LEASE, entered into this first day of June, 2001, between Tri-City Planning Office whose address is Suite 211, 17 Second Street East, Kalispell, MT 59901, hereinafter referred to as "Tenant", and GILLILAND ENTERPRISES whose address is P.O. Box 368, Somers, MT 59932, hereinafter referred to as the "Landlord." WITNESSETH: THAT, the Landlord and the Tenant, in consideration of their mutual undertakings, agree as follows: A. DESCRIPTION OF PREMISES: The Landlord hereby leases to Tenant and Tenant hereby leases from Landlord, those certain premises, herein referred to as "Leased Premises," situated in Flathead County, State of Montana, described as: Ford Building, Suite 211, 17 Second Street East, Kalispell, MT 59901 B. TERM: The term of this lease shall be for a period of 13 months commencing on: June 1, 2001 and ending at the expiration of. June 30, 2002, unless sooner terminated by mutual agreement. C. RENT: The Tenant, without demand or notice shall pay a total rent of: $11,000 payable in consecutive monthly installments at the rate of: $1,000.00 per calendar month in advance, beginning on August 1, 2001. The monthly lease payment includes Suite 211 at $950.00, and parking places 1 and 2 at $25.00 each. All monthly lease payments are payable to the Landlord at the address of the Landlord set forth in this lease or such other address as Landlord by notice shall direct, all upon the following covenants, terms, and conditions: POSSESSION: Tenant shall be entitled to possession of the leased premises during the term hereof and provided that Tenant is in compliance with all of the terms and conditions of this lease. In the event of the inability of Landlord to deliver possession of the premises, or any portion thereof, at the time of the commencement of the term of this lease, neither Landlord nor Landlord's agent shall be liable for any damage caused thereby, nor shall this lease thereby become void or voidable, nor shall the term herein specified be in any way extended; but in such event, Tenant shall not be liable for any rent until such time as Landlord can deliver possession. If Landlord shall deliver possession of the premises to Tenant prior to the commencement date of this Lease, Tenant agrees to be bound by all of the provisions and obligations hereunder during such prior period, except that no rental shall be payable for such period. V:\attsect\wp\contrcts\tri city planning.wpd 2. USE: The leased premises shall be used by the Tenant only for the purposes of conducting therein the following business: tri-city planning office and not for other use or purposes without the consent of Landlord. Tenant shall keep the leased premises in a clean and orderly condition and shall without constituting a violation of any ordinance, statute, regulation or order of any governmental authority, including without limitation zoning ordinances, nor shall tenant maintain, permit, or suffer any nuisance to occur or exist on the leased premises. 3. SURRENDER AND HOLDOVER: Upon the expiration or sooner termination of this lease, Tenant shall surrender to Landlord the leased premises, together with all other property affixed to the leased premises (excepting trade fixtures) broom clean and in the same order and condition in which Tenant received, the effects of ordinary wear, acts of God, casualty, insurrection, riot or public disorder excepted. Unless an event of default as hereinafter defined has occurred and remains uncured, Tenant shall prior to the expiration of the term, remove all of Tenant's trade fixtures and personal property from the leased premises. Any damage to the leased premises caused by such removal shall be repaired by Tenant prior to the expiration of the term. At Landlord option, if Tenant fails to remove such trade fixtures and personal property, then the same shall be deemed property of the Landlord. If Tenant shall remain in possession of all or any part of the leased premises after the expiration of the term of this lease, with the consent of the Landlord, then the Tenant shall be a Lessee from month to month at the same rental and subject to all of the other applicable covenants, terms, and conditions hereof. 4. SUBLETTING: Tenant shall not assign, mortgage, encumber, or transfer this lease in whole or in part, or sublet the leased premises or any part thereof, nor grant a license or concession in connection therewith without the prior written consent of Landlord. This prohibition shall include any act which has the effect of an assignment or transfer and which occurs by operation of law, except any transfer or assignment resulting in the death of Tenant. If consent is once given by Landlord to the assignment of this Lease or any interest therein, Landlord shall not be barred from afterwards refusing to consent to any further assignments. Any attempt to sell, assign, mortgage, hypothecate or sublet without the written consent of Landlord shall be deemed a default by Tenant, entitling Landlord to reenter pursuant to paragraph 10 if it so elects. Landlord shall not unreasonably withhold its consent to assignments of this lease or subletting of the leased premises by Tenant to responsible assignees or tenants without other good cause. 5. ALTERATIONS: Tenant shall not without the prior written consent of Landlord, make any alterations, additions, or improvements in or to said premises, and if such alterations, additions, or improvements are consented to and made, Tenant shall, at the expiration or sooner termination of the lease, leave said alterations, additions, or improvements intact as part of said premises, or at the request of Landlord, remove the same or such parts as Landlord may direct, all at Tenant's sole expense. Trade fixtures, appliances and equipment shall not be deemed alterations, additions, or V:\attsect\wp\contrcts\tri city planning.wpd improvements unless the removal of same would do material physical damage to the said premises. Unless specifically agreed to by Landlord in writing, in no event shall Tenant be compensated in any manner for any alteration, addition, or improvement to the premises. 6. TAXES AND INSURANCE: Landlord will pay real estate taxes and insurance which may be assessed against the demised premises (except, and levied, if any, against the Tenant's leasehold interest herein.) Tenant shall pay all taxes, insurances and assessments of every kind and character whatsoever imposed upon its fixtures and personal property in said premises. Tenant agrees to carry a minimum of $300,000.00 public liability insurance. A copy of the insurance certificate must be sent to the Landlord as soon as Tenant takes occupancy. 7. OPTION TO RENEW AND ADJUSTMENT: This lease may be renewed at the option of the Tenant upon termination of lease upon 60 days notice. In the event the Tenant exercises the option, as herein provided, the annual lease payment shall be increased by 5% , commencing on June 1, 2002. Monthly installments under the renewal period shall be increased to reflect the increase in annual lease payment. 8. MAINTENANCE OF LEASED PREMISES: Tenant shall make all ordinary repairs to the interior walls, floors and ceilings, plate glass windows and doors, and inside doors. Tenant shall be responsible for repairs or replacement of improvements or equipment installed by Tenant, and repairs and damage to premises resulting from improvements or equipment negligently installed by the Tenant. Landlord shall be responsible to maintain the premises in a safe, dry, tenantable condition and in good repair, including but not limited to electrical, if any, foundation or other structural portions either exterior or interior, plate glass, piping and wiring, and electrical panels. Landlord, promptly after written notice from the Tenant, shall make all other repairs necessary to maintain the premises in a safe, dry, tenantable condition and in good repair, including but not limited to: A. Water, sewer, gas, and electrical lines from the public mains to the point of entry to the leased premises and through the entire office building. B. All appurtenances to the leased premises including lobbies, stairways, elevator, storage areas, passageways, and canopies. C. The exterior and structural walls (excluding storefronts, doors and glass), structural floors, roofs and down spouts of the leased premises. D. If the leased premises are an integral part of a larger structure, then to such portions of the structure which because of its state of disrepair, adversely and materially affects the Tenant's use of the leased premises, except to the V:\attsect\wp\contrcts\tri city planning.wpd extent that the acts of neglect of the Tenant, its employees or invitees necessitates such repairs. Tenant shall not be obligated under this provision to repair any injury to the leased premises resulting from fire, the elements, or natural disaster. The preceding sentence is not intended to limit, modify, or release Tenant from any liability it may have for damage or destruction. 9. EVENTS OF DEFAULT: Any of the following shall be deemed as an Event of Default: A. The failure to pay any installment of rent when the same becomes due and the failure continues for fifteen (15) days. B. Tenant's failure to perform or observe any other covenant, term or condition of this lease to be performed or observed by Tenant and if curable, the failure continues for thirty (30) days after notice thereof is given to Tenant. C. Abandonment of the leased premises. D. The filing or execution or occurrence of: (1) Any involuntary petition in bankruptcy against Tenant and the failure of Tenant, in good faith, to promptly commence and diligently pursue action to dismiss the petition. (2) A petition against Tenant seeking a reorganization arrangement, composition, readjustment, liquidation, dissolution, or other relief of the same or different kind under any provision of the Bankruptcy Act., and the failure of Tenant in good faith to promptly commence and diligently pursue action to dismiss the petition. (3) A general assignment for the benefit of creditors by Tenant. (4) The taking by any party of the leasehold created hereby, or any part thereof, upon foreclosure, levy execution, attachment, or other process of law or equity. For the purposes of this Section 10 and Subsection B of Section 11, the term "Tenant" shall include any assignee, sublessee, or guarantor of Tenant. This provision, however, shall not be construed to permit the assignment of this lease, nor the subletting of the leased premises, except as may be permitted hereby. 10. LANDLORD REMEDIES: A. Upon the occurrence of any Event of Default, Landlord may, at its option, in addition to any other remedy or right it has hereunder or by law: V:\attsect\wp\contrcts\tri city planningmpd 4 (1). Re-enter the leased premises, without demand or notice, and resume possession by an action in law or equity or by force or otherwise and without being liable in trespass or for any damages and without terminating this lease. Landlord may remove all persons and property from the leased premises and such property may be removed and stored at the cost of the Tenant. (2). Terminate this lease at any time upon the date specified in a notice to Tenant. Tenant's liability for damages shall survive such termination. Upon termination, such damages recoverable by Landlord from Tenant, at Landlord's option include: (a). Costs of obtaining possession of the leased premises. (b). Removal and storage of Tenant's or other occupant's property. (c). Reletting the whole or any part of the leased premises. (d). Care, maintenance, and repair of the leased premises while vacant. (e). Making all repairs, alterations, and improvements required to be made by Tenants hereunder and performing all covenants of the Tenant relating to the conditions of the leased premises, less the rent and any other payments if any, actually collected and allocable to the leased premises or the portions thereof relet by Landlord. Tenant shall on demand make indemnity payments monthly and Landlord can sue for all indemnity payments as they accrue. (3). Without terminating this lease, relet the leased premises without the same being deemed an acceptance of a surrender of this lease, nor a waiver of Landlord's right or remedies and Landlord shall be entitled to indemnity payments as heretofore defined, from Tenant. Any reletting by Landlord may be for a period equal to, or less than, or extended beyond the remainder of the original term, or for the whole or part of the leased premises, separately or with other premises or for any sum, or to any Lessee or for any use Landlord deems appropriate. B. Upon the occurrence of any of the following, this lease shall terminate ipso facto as of such occurrence and the leased premises shall be surrendered as required by Section 4. Tenants' liability for damages shall survive such termination, and Landlord shall be entitled to recover an amount equal to the V:\attsect\wp\contrcts\tri city planningmpd maximum allowed by any statute or rule of law in effect at the time when and governing the proceedings in which such amount is sought, whichever amount is less. 1. The filing of a voluntary petition in bankruptcy by Tenant. 2. The filing of a petition or answer by Tenant seeking a reorganization arrangement, composition, readjustment, liquidation, dissolution, or other relief of the same or different kind under any provision of the Bankruptcy Act. 3. An adjudication of Tenant as a bankrupt or insolvent. 4. The appointment of a trustee, receiver, guardian, conservator, or liquidator of Tenant with respect to all or substantially all of its property. 11. ACCEPTANCE OF PREMISES: Unless otherwise provided in this lease, Tenant, having ascertained the physical condition of said premises from careful and complete inspection thereof, accepts said premises in their present condition and in such condition as same may be at the commencement of the term, without any representations or warranties, and subject to any conditions that a personal inspection might reveal. 12. DESTRUCTION: If the leased premises are damaged or destroyed by acts of war, the elements (including earthquake), or fire to such an extent as to render the same untenantable in whole or part, Landlord has the option to cancel this lease or of rebuilding or repairing the same. Such notice whether to cancel the said lease or to rebuild and repair the premises or the part so damaged must be given to the Tenant within thirty (30) days after the occurrence of such damage or destruction and if the Landlord elected to cancel the lease, said lease shall terminate as of thirty (30) days after the date such notice is given. If Landlord fails to give notice of its intentions, Tenant shall have the right to declare this lease terminated. If the leased premises are an integral part of a larger structure and if the structure should be damaged or destroyed by fire or other cause to such an extent that the cost of repair or restoration would exceed thirty percent (30%) of the amount it would cost to replace the structure in its entirety at the time such destruction took place and not withstanding that the leased premises may be unaffected by such damage or destruction, then Landlord shall have the right to cancel this lease by giving Tenant notice of such election within thirty (30) days after the occurrence of such damage or destruction and this lease shall terminate thirty (30) days after the date such notice is given. V:\attsect\wp\contrcts\tri city planningmpd 6 The opinion of an architect, or registered engineer appointed by Landlord as to the cost of repair, restoration, or replacement shall be controlling upon the parties. Landlord's obligation (should it elect to repair or rebuild) shall be limited to the basic building and Tenant shall forthwith replace or fully repair at its expense all exterior signs, trade fixtures, equipment, and other installations originally installed by Tenant. Tenant agrees to give prompt written notice to Landlord of any fire, or of any other damage which may occur to the leased premises or any portion thereof, or any other condition or occurrence causing the leased premises to be untenantable. If Landlord elects to rebuild or repair and does so without unnecessary delay, Tenant shall be bound by this lease except that during such period, rent of the premises shall be abated in the same proportion that the portion of the premises rendered unfit for occupancy by Tenant shall bear to the whole of the leased premises. The provisions of this section are not intended to limit, modify or release Tenant from any liability it may have for damage or destruction. 13. CONDEMNATION: If the premises or any part are appropriated or taken for any public use by the virtue of "eminent domain" or condemnation proceedings, or if by reason of law, or ordinance, or by court decree, whether by consent or otherwise, the use of the premises by Tenant for any of the specific purposes herein before referred to shall be prohibited and this lease shall terminate as of the date possession is required by condemnor or appropriator. If a portion of the leased premises is condemned or appropriated, but the remainder is still suitable for the use permitted by this lease, this lease shall not terminate but a portion of the rent for the rest of the term shall be abated in proportion to the amount of the leased premises taken. All compensation awarded or paid upon such a total or partial taking of the fee of the premises shall belong to and be the property of Landlord, whether such compensation be awarded or paid as compensation for diminution in value of the leasehold or to the fee; provided however, Landlord shall not be entitled to any award made to Tenant for loss of business, depreciation to, and cost of removal of stock and fixtures, provided that any award for such claims shall not operate to reduce the amount of any award made to Landlord as herein before provided. 14. SIGNS: The Tenant shall not erect or install any exterior sign or symbols or decoration without the consent of the Landlord. Nor shall Tenant erect, install or place any signs or symbols in the public hallways without Landlord's consent, which consent shall not be unreasonably withheld; the purpose of this restriction being only to provide Landlord with the right to insure that all signs in the Ford Building are compatible with each other and with the theme of the building and are attractive in design, size and color. Any signs or symbols so placed on the premises shall be so placed upon the understanding and agreement that Tenant will remove the same at the termination of the tenancy herein created and repair any damage or injury to the V:\attsect\wp\contrcts\tri city planningmpd premises caused thereby; and if not so removed by Tenant, then Landlord may have the same removed at Tenant's expense. 15. SERVICE AND UTILITIES: The parties agree that each shall furnish and pay for services and utilities as indicated below: ELECTRICITY - Tenant - sign up with Flathead Electric Coop NATURAL GAS - Tenant - sign up with Montana Power WATER/SEWER - Landlord GARBAGE REMOVAL - Landlord Landlord shall be responsible for janitor and cleaning expenses of all common areas including common hallways, stairways, restrooms, and elevator. Tenant shall provide and pay for their own telephone, T.V. cable, and any other services they may require as well as their own janitorial requirements. Also, the Tenant shall be responsible to provide and pay for fluorescent tubes and light bulbs which they use, however, the Landlord will maintain and repair all light fixtures. 16. ALL CHARGES DEEMED RENT: All costs, expenses, and other charges which the Tenant assumes or agrees to pay pursuant to this lease shall be deemed to be and shall be additional rent, and the event of a non-payment, Landlord shall have all the rights and remedies herein provided for in case of non-payment of rent. 17. MECHANIC'S LIENS: Tenant shall not permit any Notice of Lien to be filed against the leased premises or any part thereof nor against any interest or estate therein by reason of labor, services, or materials claimed to have been performed or furnished to or for Tenant. If such Notice of Lien shall be filed, Landlord, at its option, may compel the prosecution of an action for the foreclosure of such Lien by the Lienor. If any such Notice of Lien shall be filed and action commenced to foreclose the lien, Tenant, upon demand by Landlord, shall cause the lien to be released by the filing of a written undertaking with a surety approved by the Court and obtaining an order from the Court releasing the property from such lien. Nothing in this lease shall be deemed or construed to constitute consent to or request to any party for the performance of any labor or services or the furnishing of any materials for the improvement, alteration, or repairing of the leased premises; nor as giving the Tenant the right or authority to contract for, authorize or permit the performance of any labor or services or the furnishings of any material that would permit the attaching of a valid Mechanics Lien. 18. STREETS: Landlord shall keep the sidewalks in reasonable repair and shall be responsible for maintaining the sidewalks adjacent to its leased premises free of debris and snow. V:\attsect\wp\contrcts\tri city planning.wpd 19. ACCESS: Tenant shall allow Landlord free access to said premises at all reasonable times for purposes of inspecting the same or making repairs, additions, or alterations to said premises or to the building in which the premises are located, but this right shall not constitute or be construed as an agreement on the part of Landlord to make any repairs which Tenant is required to make, or to make any additions or alterations to said premises. Landlord shall have the right to place and maintain "For Rent" signs in a conspicuous place or places on said premises for ninety (90) days prior to the expiration or sooner termination of the term of this lease. 20. OUIET ENJOYMENT: If Tenant shall perform all of the covenants and agreements herein provided to be performed on Tenant's part, Tenant shall, at all times during the term, have the peaceful and quiet enjoyment ofpossession of the leased premises without any manner of hindrance from Landlord or any parties lawfully claiming under Landlord. 21. LITIGATION COSTS: If any legal action is instituted to enforce this lease, or any part thereof, the prevailing party shall be entitled to recover reasonable attorneys' fees and court costs. If any legal fees are incurred by Landlord relative to the enforcement of any term of this lease, Tenant shall be liable to Landlord for said fees and shall pay the same to Landlord as a condition of continuing possession of the leased premises, within ten (10) days of demand by Landlord therefore. Venue of any legal action brought hereunder shall be Flathead County, State of Montana. 22. FIRE INSURANCE: Landlord agrees it will maintain fire insurance on the building, office, and appurtenances which are the property of Landlord. Said insurance shall provide that the parties waive all rights of subrogation against Tenant, its directors and agents, but only to the extent that said property is covered by insurance. If however, Tenant shall substantially increase the cost of such insurance or jeopardize the availability of coverage to Tenant's operations or failure to comply with fire codes and regulations, Landlord shall have the right to increase the rent payable hereunder in an amount equal to the increased cost of insurance premiums resulting therefrom. Should the fire insurance hereunder be cancelled due to any actions of Tenant, Landlord may terminate this lease upon five (5) days notice to Tenant and proceed as outlines in paragraph 10. It shall be the responsibility of Tenant to maintain fire insurance with extended coverage (including water damage) on all personal property, assets, and fixtures owned by Tenant and located within the leased premises. Said insurance shall provide that the parties waive all rights of subrogation against Landlord, its directors, officers and agents, but only to the extent said property is covered by insurance. 23. ADVANCES AND INTEREST: Upon the occurrence of any Event of Default, Landlord may, if such default has not been cured, cure that default for the account and at the expense of Tenant. If Landlord in curing such default is compelled to pay or elects to pay any sum of money or do any acts which will require the payment of any sum of money, the sum so paid or incurred shall be reimbursed by Tenant upon V:\attsect\wp\contrcts\tri city planningmpd demand by Landlord. All sums as to which Tenant is in default of payment shall bear interest at the rate of ten percent (10%) per annum until paid. 24. HEIRS AND SUCCESSORS: All the covenants, agreements, provisions, and conditions of this lease shall inure to the benefit of and be binding upon the parties hereto, their successors, heirs, executors, administrators, and assigns. 25. 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 part of the other provisions hereof. 26. REMOVAL OF PERSONAL PROPERTY BY TENANT: Tenants shall have the right to remove all personal property, trade fixtures, and office equipment, whether attached to the leased premises or not, provided that such may be removed without serious damage to the building or premises. All holes or damage to the building or premises caused by removal of such items shall be restored or repaired by Tenant promptly. All property not so removed may, at the option of the Landlord, be removed by the Landlord and the costs of such removal be charged to the Tenant, or such property be deemed abandoned by Tenant and become a part of the real property. It shall be understood by and between the respective parties that there will not accrue a residual value in these Tenant/Leasehold improvements which could be charged to the Landlord and paid to the Tenant upon the expiration of said lease. 27. REMOVAL OF PROPERTY BY LANDLORD: If Landlord re-enters the premises or takes possession of the premises prior to normal expiration of this lease, Landlord shall have the right, but not the obligation to remove from the leased premises all personal property located therein and may place the same in storage in a public warehouse at the expense and risk of Tenant, with the right to sell such property, without notice to Tenant, after it has been stored for a period of thirty (30) days or more, the proceeds of such sale to be applied as follows: first to the cost of such sale; second to the payment of the charges for storage, if any; third to the payment of any other sums of money which may then be due from Tenant to Landlord under any of the terms hereof; fourth the balance, if any, to be paid to the Tenant. 28. STATEMENTS BY TENANT: Tenant agrees at any time and from time to time upon not less than ten (10) days prior request by Landlord, to execute, acknowledge, and deliver to Landlord a statement in writing, certifying that this lease is unmodified and in full force and effect (or if there have been modifications and the same is in full force and effect as modified and stating the modifications), and the dates to which the fixed rent and other charges have been paid in advance, if any, it being intended that any such statement delivered pursuant to this paragraph may be relied upon by any prospective purchaser, mortgagee, or assigns of any mortgagee of the premises. V:\attsect\wp\contrcts\tri city planning.wpd 10 29. INDEMNIFICATION AND RELEASE: Tenant shall indemnify and hold harmless Landlord from and against all damages, claims, and liability arising from or connected with Tenant's control or use of the leased premises, including, without limitation, any damage or injury to person or property. This indemnification shall not include any matter for which the Landlord is effectively protected against by insurance. If Landlord shall, without fault, become a party to litigation commenced by or against Tenant, then Tenant shall indemnify and hold Landlord harmless. Landlord shall indemnify and hold harmless Tenant from and against all damages, claims, and liability arising from or connected with Landlord's control or use of the leased premises, including, without limitation, any damage or injury to person or property. This indemnification shall not include any matter for which the Tenant is effectively protected against by insurance. If Tenant shall, without fault, become a party to litigation commenced by or against Landlord, then Landlord shall indemnify and hold Tenant harmless. Tenant will indemnify Landlord against and hold Landlord harmless from any and all loss, liability, and expense arising out of any breach by Tenant of its warranties contained herein, and Landlord will indemnify Tenant against and hold Tenant harmless from any loss, liability, and expense arising out of any breach by Landlord of its agreements contained herein. The obligations to indemnify shall include reasonable attorney's fees and investigation costs and all other reasonable costs and expenses, and liabilities from the first notice of any claim or demand to be made or may be made by either party. Tenant does hereby release Landlord from all liability for any accident, damage or injury caused to person or property on or about the leased premises whether due to negligence on the part of Landlord and notwithstanding whether such acts or omission be active or passive. Landlord and Tenant do each hereby release the other from all liability for any accident, damage, or injury caused to person or property, provided this release shall be effective only to the extent that the injured or damaged property is insured against such injury or damage and only if this release shall not adversely affect the right of the injured or damaged party to recover under such insurance policy. 30. NO OTHER AGREEMENTS: Both parties acknowledge that no representation or condition or agreements varying or adding to this lease have been made either orally or in writing and further that no modification, addition, or change shall be made or shall be effective unless reduced to writing and executed by both parties. 31. NOTICES: All notices and demands required or agreed to be given hereunder by either party shall be in writing and sent by registered or certified mail, receipt requested, to the respective parties at the following addresses, or at such address that either party may designate in writing: V:\attsect\wp\contrcts\tri city planning.wpd 11 LANDLORD: Gilliland Enterprises, Nancy or E.B. Gilliland, P.O. Box 368, Somers, MT 59932-0368 phone 857-2121 TENANT: Tri-City Planning, C/O City Manager, City of Kalispell, P.O. Box 1997, Kalispell, MT 59903-1997 phone 406-758-7703 Notice shall be deemed complete on the day of mailing. 32. ADDENDUMS: The addenda, if any, attached to this lease are made part hereof by reference, and are described briefly as follows: there are no attachments. 33. NON -WAIVER OF BREACH: The waiving of any of the covenants of this lease by either party shall be limited to the particular instance and shall not be deemed to waive any other breaches of such covenants. The consent by Landlord to any act by Tenant requiring Landlord's consent shall not be deemed to waive consent to any subsequent similar act by Tenant. The failure of the Landlord to insist upon strict performance of the covenants and agreements of this lease, shall not be construed to be a waiver or relinquishment of any such covenants or agreements, but the same shall remain in full force and effect. 34. DEFINITIONS: Whenever the singular number is used in this lease and whenever required by the context, the same shall include the plural, and the masculine gender shall include the feminine and neuter genders, and the word "person" shall include corporation, firm, or association. If there be more than one Tenant, the obligations hereunder imposed upon the Tenant shall be joint and several. This instrument contains all of the agreements and conditions made between the parties hereto and may not be modified orally or in any manner than by agreement in writing signed by all the parties hereto or their respective successors in interest. Time is and shall be of the essence of each term and provision of this lease. 35. NON-SMOKING: The premises which are subject to this Lease are situated in a building which smoking is prohibited, and there shall be no smoking in or upon the premises which are the subject of this Lease. 36. TERMINATION: In the event Lessor enters an agreement to sell the building in which the premises are subject to this Lease are situated, Lessor shall have the right to terminate this Lease upon sixty (60) days written notice of termination to Lessee. VAattsect\wp\contrcts\tri city planning.wpd 12 IN WITNESS THEREOF, the parties hereto have executed this lease the day and year first above written. WITNESSED BY: d WITNESSED BY: V:\attsect\wp\contrcts\tri city planning.wpd 13 TENANT: C"