COMMERCIAL LEASE AGREEMENT

LEASE AGREEMENT THIS LEASE AGREEMENT (this “Lease”) is made, entered into and executed as of the day of _________, 2008, by and between Dixie College Foundation, a non-profit Utah Corporation (hereinafter called "Landlord") and Dixie Applied Technology College, a body politic and corporate of the State of Utah (hereinafter called "Tenant"). Landlord and Tenant contract and agree as follows: AGREEMENT 1. DESCRIPTION OF LEASED PREMISES: Landlord hereby leases to Tenant and Tenant hereby leases from Landlord all of the usable area on the first floor of Building “B” and the 2nd Floor of Building “C” in Dahle Plaza (a total of approximately 6,600 gross square feet) located at 1071 East 100 South in St. George, Utah 84770 (the “Leased Premises”), which Leased Premises is part of a larger parcel of property that includes Building B & C and other buildings and certain common areas (collectively referred to herein as the “Property”). 2. LEASE DATE AND TERM: The initial term of this Lease shall be for a period of three years, beginning on the_________ day of ___________, 2008 (the “Commencement Date”), and ending at midnight on the_________day of _______________ (the “Initial Term”). Use of the word “Term” in this Lease shall include the Initial Term and any renewals or extensions thereof, unless the context requires otherwise. (a) Possession. If the Commencement Date is a day other than the 1st day of a calendar month, rent shall be paid for the fraction of the first month in proportion to the monthly rental rate as hereafter provided, and the term provided for in this Lease shall consist of one (1) year in addition to that part of the calendar month in which the Commencement Date occurred. (b) Early Occupancy. In the event that Landlord shall permit Tenant to occupy the Leased Premises prior to the Commencement Date of the term, such occupancy shall be subject to all of the provisions of this Lease, including, but not limited to, the obligations to pay all rentals and charges. Said early possession shall not advance the termination date of this Lease. 3. RENT: (a) Base Rent. Tenant agrees to pay to Landlord as base rent, without prior notice or demand, at the address specified in this Lease or at such other place as Landlord may from time to time designate in writing, the amount of Seven Thousand Five Hundred Ninety Dollars ($7,590.00) per month, or a total of Ninety-One Thousand Eighty Dollars ($91,080) per year. Rent is payable in advance on or before the first (1st) day of each calendar month during the Term of the Lease. Quarterly payments in advance will also be acceptable. (b) Rent Adjustments. Commencing on August 1st of each year of the Term, the monthly base rent may be increased by Landlord by a fixed 2% annual escalation rate. 1 (c) Additional Rent. All taxes, charges, costs and expenses that Tenant assumes or agrees to pay hereunder, together with all interest and penalties that may accrue thereon in the event of the failure of Tenant to pay those items, and all other damages, costs, expenses, reasonable attorney’s fees and other sums that Landlord may suffer or incur, or that may become due, by reason of any default of Tenant or failure by Tenant to comply with the terms and conditions of this Lease shall be deemed to be additional rent, and in the event of nonpayment, Landlord shall have all the rights and remedies against Tenant as herein provided for failure to pay rent. (d) Improvements, Equipment, and Furnishings. Additional costs for facility remodel, equipment, and furnishings shall be pro-rated over the first three year period of the lease. An annual interest rate of 5% will be charged on the outstanding amount. The total additional cost to the base rent amount will be $_________per month or a total of $__________ per year for the first three years of the lease. Refer to Addendum A for itemization of costs. 4. RENEWAL OPTIONS: Tenant shall have the option to extend the Term of this Lease for three (3) additional consecutive terms of three years each (each, an “Option”) on the same terms and conditions as set forth in this Lease (including the same 2% fixed annual rent escalation rate), provided Tenant is not in default at the time Tenant exercises any such Option. Tenant shall provide Landlord with written notification of its intent to exercise any Option no less than two (2) months prior to the expiration of the then current Term. 5. PROPORTIONAL SHARE OF PROPERTY TAXES & ASSESSMENTS: Landlord shall pay, when they are due, all property taxes and assessments levied or imposed against the Property by any Federal, state, municipal or other governmental authority. 6. AUTHORIZED USE: (a) Tenant may use the space for: (i) any activities related to general administrative, teaching, education, and/or outreach purposes. (ii)office, business or retail purposes and uses incidental thereto (iii) other uses approved by Landlord, which approval shall not be unreasonable withheld (b) Tenant shall comply with all Federal, state, and local regulations, statutes, and ordinances applicable to Tenant’s use and occupancy of the Leased Premises. (d) Tenant shall have unfettered access to the Leased Space 24 hours per day, seven days per week. 7. INTERNET CONNECTIVITY: The Landlord shall provide to the Leased Premises internet access sufficient to accommodate the Tenant’s needs. Once installed, Tenant shall pay for a portion of the monthly internet service charge. The share of the 2 charge which the Tenant shall pay will not exceed the Tenant’s proportional share of building occupancy. 8. SIGNANGE: Tenant shall have its name listed on any building directory and/or complex standard identification signage. (a) At an expense which is equal to the Tenant’s proportional share of signage and based on space allocation, Tenant shall have the right to signage on: i. The sign on the east side of the complex near I-15 (to be shared with other tenants and with space divided by portion of building occupancy, or with a minimum of 25% of the sign surface). ii. The sign on the south side of the complex (to be shared with other tenants and with space divided by portion of building occupancy, or with a minimum of 25% of the sign surface). 9. CONDITION OF PREMISES: Other than the internet and signage specifications outlined above, Tenant hereby accepts the Premises in its present condition, subject to all applicable zoning, municipal, county and state laws, regulations and ordinances governing and regulating the use of the Premises, and any easements, covenants or restrictions of record and accepts this Lease subject thereto. Tenant acknowledges that it has satisfied itself that the Premises is suitable for its intended use and that Landlord has not made any representation or warranty as to the present or future suitability of the Premises. 10. PARKING: Tenant retains the ability to reserve a share of complex parking stalls based on proportional building occupancy for students, instructors, agents or invitees. 11. TENANT IMPROVEMENTS: Tenant shall furnish Landlord with working drawings which show desired building layout. At Tenant’s expense, and subject to Tenant’s prior written approval of all costs to be paid by Tenant, Landlord shall facilitate the appropriate bid process and hire a general contractor and/or subcontractors to complete all demolition and remodeling work. Such work will be performed promptly and diligently in a first-class and workmanlike manner. 12. NO SMOKING AND NO ANIMALS: Smoking and animals are not permitted within any building located on the Property (except for seeing-eye dogs or as may be required under applicable Federal or state laws). Tenant shall not permit or allow smoking in the Leased Premises. 13. MAINTENANCE, REPAIRS AND ALTERATIONS: (a) Subject to Landlord’s prior written consent, which consent by Landlord shall not be unreasonable withheld, and subject to Section 16 below, Tenant reserves the right to make improvements, remodel, and/or modify space as Tenant determines is appropriate in order to meet its business needs. Tenant shall notify the Landlord of such intent in writing, and Landlord will respond to 3 Tenant in writing within 10 business days from Landlord’s receipt of notice from Tenant requesting such consent. (b) Landlord shall retain a commercial property management firm or otherwise provide property management services, which will oversee all building management issues and the provision of janitorial services, and to whom Tenant may refer any maintenance issues. (c) Subject to Landlord’s obligations under this Lease, Tenant agrees to make all necessary repairs to the interior of the Leased Premises and to maintain the interior of the Premises in good condition and repair, subject to normal wear and tear. Tenant shall be responsible for all repairs resulting from damage, abuse, or neglect by its employees, invitees, clients, or guests. (d) Landlord shall make all repairs to the exterior shell structure of the building, including repairs to the roof, walls, floor joists, and foundation. Landlord shall be responsible for all repairs to the sidewalks, parking surface areas, and common space, if such repairs are not part of Tenant-paid Tenantimprovements. Landlord shall be responsible to maintain all heating and airconditioning equipment in good working condition. Landlord shall also be responsible for the repair and maintenance of interior-wall electrical and interior-wall plumbing repairs not a part of Tenant-paid Tenant improvements. Landlord shall maintain the exterior of the Building and adjacent areas in good condition. Landlord shall be obligated to repair any damage or defect within thirty (30) days of written notification (which notification may be made by email) from Tenant of the need of repair; provided, however, that if the nature of such repair is such that more than thirty (30) days are reasonably required for such repair, then Landlord shall not be deemed to be in default if Landlord commences such repair within said thirty (30) day period and thereafter diligently prosecutes such repair to completion. (e) The Landlord shall furnish bi-weekly janitorial services to all common area within the Leased Premises. (f) Landlord shall be responsible to take appropriate action in order to maintain security in the Complex, with DSC security personnel or otherwise. 14. INSURANCE: Landlord will obtain and maintain property insurance for the entire Property. 15. UTILITIES: Tenant shall maintain and pay for all utilities to the Leased Premises, including, but not limited to, electricity, water sewer, solid waste disposal and telephone. Except as otherwise proved herein, if any utility provided to the Leased Premises cannot be separately metered and billed to Tenant, Landlord shall allocate to Tenant, and Tenant shall pay, that proportion of such utility charges which is equal to the total square footage of the Leased Premises divided by the total rentable square footage on the Property included in the charges for any such utility. In the event that Landlord, Tenant, or another tenant or occupant of the Property can 4 demonstrate that use of a utility is disproportionate to square footage, then Landlord may allocate the charges for such utility on an alternative basis, which more accurately reflects actual usage of the utility. Tenant shall pay for all utilities before the same become delinquent, which, to the extent that utility charges are allocated by Landlord as provided herein, shall be within fifteen (15) days of receipt of notice of Landlord’s allocation. 16. ALTERATION OF LEASED SPACE AND INSTALLATION OF FIXTURES AND OTHER APPURTENANCES: Tenant may, with written consent of Landlord, which consent shall not be unreasonably withheld, but at Tenant’s sole cost and expense, and in a good workmanlike manner, by licensed contractors with any required building permits, make such alterations and repairs to the Leased Premises as Tenant may require for the conduct of its business without, however, materially altering the basic character of any building or improvement, or weakening any structure on the Property or Leased Premises. Tenant shall have the right, without the permission of Landlord, to erect, at Tenant’s sole cost and expense, such temporary partitions, including office partitions, as may be necessary to facilitate the handling of Tenant’s business and to install telephone and telephone equipment and wiring, electrical fixtures, additional lights and other trade appliances. Any alterations or improvements to the Leased Premises (excluding partitions and telephone equipment), all electrical fixtures, lights and wiring, shall, at the option of Landlord become the property of Landlord, at the expiration or sooner termination of this Lease. Temporary shelves, bins and machinery installed by Tenant shall remain the property of Tenant and may be removed by Tenant at any time; provided, however, that all covenants, including rent due hereunder to Landlord shall have been complied with and paid. At the expiration or sooner termination of this Lease, Tenant shall remove said shelves, bins and machinery and repair, in a good workmanlike manner, all damage done to the Property or Leased Premises by such removal. 17. ELECTRICAL ALTERATIONS OF BUILDING: Any electric wiring that the Tenant desires to introduce into Leased Premises must be installed by a licensed contractor and connected as directed by the Landlord. 18. LANDLORD’S REPRESENTATIONS AND WARRANTIES: Landlord represents and warranties to Tenant: (a) Landlord is the owner of the leased premises and has the right to make this Lease. (b) Tenant, on paying the rent herein reserved and on the performance of all of the terms and conditions of this Lease on its part to be performed, shall at all times during the Term hereof peacefully and quietly hold and enjoy the Leased Premises. (c) That at the time of the delivery of possession of the Leased Premises to Tenant: (1) the Leased Premises shall be free of all mechanics’ liens; and (2) a certificate of occupancy shall have been duly issued for the Leased Premises. 5 19. TENANT’S REPRESENTATIONS AND WARRANTIES: Tenant represents and warranties to Landlord: (a) The persons who have executed this Lease represent and warrant that they are duly authorized to execute this Lease in their individual or representative capacity, as indicated. (b) Tenant is duly organized, validly existing, and in good standing under the laws of the State of Utah. 20. LEASE SUBORDINATE TO ENCUMBRANCES: This Lease is subject and subordinate to any mortgages, trust deeds, easements or other encumbrances or rights now existing, and to all advances made or that may be made on account of any such encumbrances, to the full extent of the principal sums secured thereby and interest thereon. Tenant shall subordinate this Lease to any mortgages, trust deeds, easements or other encumbrances or rights that may be hereafter placed against the Leased Premises, and to all advances made or that may be made on account of any such encumbrances, to the full extent of the principal sums secured thereby and interest thereon, provided Tenant has received reasonable non-disturbance rights in exchange therefore. 21. LANDLORD’S RIGHT TO ASSIGN RENTS: Landlord shall have the right, at any time, with or without selling its fee interest in the Leased Premises or assigning its interest in this Lease, to assign, in whole or in part, the rent or rents at any time payable hereunder to such assignee or assignees as may be designated by Landlord in written notice to Tenant. 22. KEYS & LOCKS: Tenant shall not change locks or install other locks on doors without the written consent of the Landlord who agrees not to unreasonably withhold consent. Tenant upon the termination of its tenancy hereunder, shall deliver to the Landlord all the keys to any building, office, and toilet room, which shall have been furnished to the Tenant. Landlord shall have and be provided with a copy of keys to access all doors and offices within the Leased Premises. 23. LANDLORD’S RIGHT TO INSPECT OR REPAIR: Tenant shall permit inspection of the Leased Premises during reasonable business hours by Landlord or Landlord’s agents or representatives for the purpose of ascertaining the condition of the Leased Premises and to permit Landlord to make such repairs, with reasonable advance notice, as may be required to be made by Landlord under the terms of this Lease or to preserve and maintain the Property or Leased Premises in a safe condition. 24. ASSIGNMENT AND SUBLEASE: Tenant reserves the right to use or sublet the space with written consent of Landlord, which consent shall not be unreasonably withheld. Landlord shall not be obligated to approve an assignment of this Lease if the assignee intends to operate a business from the Leased Premises which would conflict with businesses or operations conducted by Landlord or any other tenant or occupant of the Property. Any consent of Landlord shall be conditioned upon the acknowledgement and agreement of the proposed assignee or sublease to be subject to the terms and conditions hereof. Furthermore, the consent of Landlord to 6 any assignment or sublease shall not release Tenant from any of its obligations under this Lease, unless otherwise agreed to in writing. 25. EFFECT OF DAMAGE OR DESTRUCTION OF LEASED PREMISES: (a) If the Leased Premises or any part thereof shall be damaged or destroyed in whole or in part by fire or other casualty during the Term of this Lease, Landlord shall repair, restore, rebuild, or replace the Leased Premises or portions destroyed or damaged, so that the Leased Premises is substantially the same as it was prior to such destruction or damage, subject to delays due to adjustment of insurance claims, strikes and other causes beyond the Landlord’s control. In the event of such damage or destruction, rent under this Lease shall be abated for the time and to the extent which the leased premises may not be used by Tenant for the purpose(s) authorized herein. Tenant shall be entitled to receive a pro-rata refund out of any advance rent paid by it for the period during which the leased premises were unusable by reason of destruction or damage. (b) If the destruction or damage amounts to more than forty percent (40%) of the insurable value of the Leased Premises, and such damage or destruction occurs within (1) year of the expiration date of this Lease, or any renewal term, either party may, at its option, cancel and terminate the Lease by giving written notice thereof to the other party within thirty (30) days after the date such damage or destruction has occurred. In such event this Lease shall terminate on the date specified in such notice, and Landlord shall not be obligated to repair or rebuild. In the event of such damage or destruction, rent under this Lease shall be abated for the time and to the extent which the Leased Premises may not be used by Tenant for the purpose(s) authorized herein. Tenant shall be entitled to receive a pro-rata refund out of any advance rent paid by it for the period during which the Leased Premises were unusable by reason of destruction or damage. (c) Landlord and Tenant hereby release each other from responsibility for loss or damage occurring on or to the Leased Premises, of which they are a part or to the contents thereof, caused by fire or other hazards ordinarily covered by fire and extended coverage insurance policies. Each waives all rights of recovery against the other for such loss or damage. 26. RIGHT OF ACCESS: Tenant, its employees, agents, assigns, guests, invitees, and clients shall have the right to use any common parking area and all common space on the Property, subject to reasonable rules and regulations which Landlord may establish from time-to-time, including, but not limited to the allocation of parking spaces. 27. GLASS: Tenant agrees to immediately replace all broken or damaged glass which is a part of the Leased Premises during the term of this Lease with glass of the same quality as that broken or damaged. 28. CARPETING DAMAGE: Tenant agrees to be responsible for the replacement of carpeting in the Leased Premises if same shall be damaged by burning, or stains resulting from spilling anything on said carpet, reasonable wear and tear expected. 7 29. EFFECT OF EMINENT DOMAIN: (a) If at any time during the term of this Lease the entire Leased Premises or any part thereof shall be taken for any public or quasi-public use, Landlord, at its option, may terminate this Lease as of the date of such taking. Upon such taking, Landlord shall give Tenant written notice of such termination within thirty (30) days of such taking. If all or a portion of the Leased Premises taken are so substantial that Tenant’s use of the leased premises is substantially impaired, and Landlord does not elect to terminate this Lease, as herein provided, then Tenant may terminate, at its option, by giving Landlord written notice of such termination within thirty (30) days of such taking. (b) All damages awarded for any taking under the power of eminent domain, whether in whole or a part of the Leased Premises, shall belong to Landlord. Tenant shall, however, be permitted to make claim to the condemning authority for the value of any improvements erected by Tenant on the leased premises, any loss of business, and for the value of any fixtures installed by Tenant. 30. TENANT BREACH OR DEFAULT: Tenant shall be in breach of this Lease and shall be considered in default under this Lease if any of the following events occurs: (a) Abandonment of the Premises by Tenant. (b) The failure by Tenant to make any payment of rent or any other payment required to be made by Tenant hereunder, as and when due, where such failure shall continue for a period of ten (10) days after Tenant’s receipt of written notice thereof from Landlord to Tenant. (c) The failure by Tenant to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Tenant, other than described in paragraph (b) above, where such failure shall continue for a period of thirty (30) days after written notice thereof from Landlord to Tenant; provided, however, that if the nature of Tenant's default is such that more than thirty (30) days are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant commenced such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion. (d) The making by Tenant of any general assignment or general arrangement for benefit of creditors; the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless in the case of a petition filed against Tenant, the same is dismissed within forty-five (45) days); the appointment of a trustee or receiver to take possession of substantially all of the Tenant's assets located at the Premises or of Tenant's interest in this Lease, where possession is not restored to Tenant within thirty (30) days; or the attachment, execution or other judicial seizure of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where such seizure is not discharged within thirty (30) days. 8 31. REMEDIES UPON DEFAULT: In the event of any default hereunder by Tenant: (a) Landlord may elect, but shall not be obligated, to make any payment required of Tenant herein or comply with any agreement, term or condition required hereby to be performed by Tenant, and Landlord shall have the right, but not the obligation, to enter the Leased Premises for the purpose of correcting or remedying any such default and to remain until the default has been corrected or remedied. However, any expenditure hereunder by Landlord shall not be deemed to waive or release the default of Tenant or the right of Landlord to take any action as may be otherwise permissible hereunder in the case of any default. (b) Landlord shall have the right of injunction to restrain Tenant and the right to invoke any remedy allowed by law or in equity, as if the specific remedies of indemnity or reimbursement were not provided herein. (c) Landlord shall have the right to cancel and terminate this Lease, as well as all of the right, title and interest of Tenant hereunder, by giving to Tenant not less than thirty (30) days notice of the cancellation and termination. On expiration of the timed fixed in the notice, this Lease and the right, title and interest of Tenant hereunder shall terminate in the same manner and with the same force and effect except as to Tenant’s liability for sums accrued prior to the date of termination, as if the date fixed in the notice of cancellation and termination were in the end of the term herein originally determined. (d) Landlord may recover from Tenant all damages proximately resulting from any default or breach, including, but not limited to, the cost of recovering the Leased Premises, or altering or remodeling the same for re-letting the cost of remedying any violation of this Lease, or the cost of exercising any of the remedies provided herein or by law, and may further recover the unpaid rent reserved under this Lease, the total amount of which shall be due and payable. (e) Landlord may exercise any and all other rights and remedies allowed by law and the rights and remedies given to Landlord in this Lease are distinct, separate and cumulative, and no one of them, whether or not exercised by Landlord, shall be deemed to be in exclusion of any of the others herein, by law, or by equity, provided. 32. LANDLORD BREACH OR DEFAULT: Landlord shall be in breach of this Lease and shall be considered in default under this Lease if the following occurs: The failure by Landlord to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Landlord, where such failure shall continue for a period of thirty (30) days after written notice thereof from Tenant to Landlord; provided, however, that if the nature of Landlord’s default is such that more than thirty (30) days are reasonably required for its cure, then Landlord shall not be deemed to be in default if Landlord commenced such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion. In the event of any default hereunder by Landlord: 9 (a) Tenant shall have the right to cancel and terminate this Lease, by giving to Landlord not less than thirty (30) days notice of the cancellation and termination. On expiration of the timed fixed in the notice, this Lease shall terminate in the same manner and with the same force and effect except as to Landlord’s liability for sums accrued prior to the date of termination, as if the date fixed in the notice of cancellation and termination were in the end of the term herein originally determined. (b) Tenant may exercise any and all other rights and remedies allowed by law. 33. WAIVER OF COVENANTS: The pursuit by either party of any of the remedies provided for in any section of this Lease shall not constitute a waiver of any of the remedies available to such party in any other section or under the law or equity. A waiver by either party of any breach of this Lease shall not constitute a waiver of any other breach. Forbearance or omission by either party in enforcing any of its remedies upon the other party’s breach shall not constitute a waiver of any of its remedies. 34. NON-LIABILITY OF LANDLORD AND GOVERNMENTAL IMMUNITY: Landlord shall not be liable for damages due to the supply or failure to supply of gas, electricity, heat, water, sewer, telephone or other such services as such may be occasioned from time to time by the public utility providing such service, or by temporary supply curtailment, or due to necessary repair and maintenance. Except as otherwise specifically provided in this Lease, Landlord shall not be liable for any loss, injury, or damage incurred by Tenant, including those from acts of theft, burglary, fire, acts of God, riot, strike, war, vandalism committed by either identified or unidentified parties, except for personal acts of Landlord where the acts are committed against Tenant, or the agents, employees, or guest of Tenant. Tenant is a governmental entity under the Utah Governmental Immunity Act of the Utah Code, Section 63-30d-101 et seq. 1953 (as amended) (hereinafter, the “Act”). Notwithstanding any provision in this Agreement: (i) it is not the intent of either party to incur by contract any liability for the negligent operations, acts, or omissions of the other party and nothing in the Agreement shall be so interpreted or construed, and (ii) neither party waives any right or defense (if any) available to such party under the Act. 35. GOVERNING LAW AND VENUE: Any action or judicial proceeding involving this Lease shall be governed under Utah law, both as pertains to substantive and procedural issues. 36. TIME OF THE ESSENCE: Time is of the essence of each and every provision, covenant, and condition herein contained and on the part of Tenant or Landlord to be done and performed. 37. LIENS: Tenant agrees not to permit any lien for monies owing by Tenant to remain against the Property or the Leased Premises for a period of more than thirty (30) days following discovery of the same by Tenant; provided, however, that nothing herein contained shall prevent Tenant, in good faith and for good cause, from contesting in the 10 courts the claim or claims of any person, firm or corporation growing out of Tenant’s occupancy of the Leased Premises or costs of improvements by Tenant on the Lease d Premises. The postponement of payment of such claim or claims, until such contest shall finally be decided by the courts shall not be in violation of this Lease or any covenant thereof 38. FAILURE TO PERFORM COVENANT: Any failure on the part of either party to perform any obligation hereunder, other than Tenant’s obligation to pay rent or additional rent, and any delay in doing any act required hereby shall be excused as such failure, or delay is caused by any strike, lockout, governmental restriction or any similar cause beyond the control of the party so failing to perform, to the extent and for the period that such continues. 39. LEASE BINDING ON SUCCESSORS AND ASSIGNS: The covenants and agreements contained in this Lease shall be binding upon the parties hereto and on their respective successors, heirs, executors, administrators, legal representatives, and assigns. If Landlord sells or transfers the Property or leased premises, then Landlord, on consummation of the sale or transfer, shall be released from any liability thereafter accruing under this Lease. 40. CONSTRUCTION OF LEASE: Words of any gender used in this Lease shall be held to include either gender, and words in the singular number shall be held to include the plural when the context requires. 41. HEADINGS: The paragraph headings included herein are for reference purposes only and shall not in any way modify or limit the statements contained in any paragraph or provision of this Agreement. 42. MANNER OF GIVING NOTICES: Unless otherwise expressly provided otherwise in this Lease, all notices, demands, or other writings in this Lease, provided to be given or made or sent, or which may be given or made or sent, by either party hereto the other, shall be sent either by registered or certified mail, postage prepaid and return receipt requested, or by a reputable and reliable overnight courier, to the party to be notified at the following address set forth for that party, or, after the execution of this Lease, at such other address as may be designated by either party in writing: If to Landlord, at the following address: If to the Tenant, at the following address: Don Steck c/o Dixie College Foundation 225 South 700 East St. George, Utah 84770 Richard D, VanAusdal – DXATC_____ 46 South 1000 East_______________ St. George, Utah 84770 __________ Every notice shall be deemed to have been given on the date it shall be delivered (or evidence of attempted delivery in the event delivery is not accepted). Nothing herein shall preclude personal service of any notice in the manner prescribed for personal service of a summons or other legal process, which shall be deemed given at the time of service. 11 43. SURRENDER OF PREMISES: Tenant shall, on the last day of the Initial Term, or any renewal, or on earlier termination or forfeiture of the Lease, peaceably and quietly surrender and deliver the leased premises (free of subtenancies) to Landlord, all in good repair, broom-clean, normal wear and tear excepted. Any trade fixtures, equipment, wiring and conduit or personal property belonging to Tenant, if not removed upon termination, shall, at landlord’s election, be deemed abandoned and become property of the Landlord without compensation, credit or offset therefore. 44. SEVERABILITY: In case anyone or more of the provisions of this Lease or any application thereof shall be invalid, illegal or unenforceable in any respect with any law of the State of Utah, the validity, legality and enforceability of the remaining provisions contained herein and any other application thereof shall not in any way be affected or impaired thereby. 45. HOLDOVER: Should the Landlord permit Tenant to holdover the Leased Premises or any part thereof, after the expiration of the term of this Lease, then and unless otherwise agreed in writing, such holding over shall constitute a tenancy from monthto-month only, and shall in no event be construed as a renewal of this Lease, unless proper and timely notice has been given as required by this Lease. In the event of a holdover, all provisions of this Lease not inconsistent with a tenancy from month-tomonth shall remain in full force and effect. During the month-to-month tenancy, Tenant agrees to give Landlord thirty (30) days prior written notice of its intent to vacate the Leased Premises. Tenant agrees to vacate the Leased Premises upon thirty (30) days prior written notice from Landlord. The rental rate for the month-tomonth tenancy shall be in the amount of 1.25 times the last monthly rental, plus all other charges as payable hereunder, and upon all the terms hereof applicable to a month-to-month tenancy. 46. ESTOPPEL CERTIFICATE: Tenant shall give an estoppel certificate from time to time as required by Landlord in connection with financing, refinancing or sale of the Property including the leased premises, setting forth the term, rent, leased premises and other terms of the Lease and whether the Lease is in force or not, whether rent has been prepaid or whether a rental concession has been made and such other information regarding the Lease as Landlord may reasonably require. 47. FACSIMILE DOCUMENTS: Facsimile transmission of any signed original documents, and retransmissions of any signed facsimile transmission, shall be the same as delivery of an original. Facsimile transmissions may be executed in counterparts. 48. ENTIRE AGREEMENT: This Lease constitutes the entire agreement and understanding between the parties hereto and supersedes all prior discussions, understandings and agreements, oral or written, between the parties with respect to this Lease. There are no representations or warranties, express or implied, between the Landlord and Tenant with respect to the subject matter of this Lease, except those specified in this Lease. 12 49. ATTORNMENT: Tenant shall, in the event any proceedings are brought for the foreclosure of, or in the event of exercise of the power of sale under any mortgage or deed of trust made by Landlord covering the Leased Premises, or in the event of any deed or transfer in lieu of foreclosure, attorn to the new owner of Landlord’s interest in the leased premises and recognize such new owner as Landlord under this Lease. 50. AMENDMENT: This Lease may not be altered or amended except by a subsequent written agreement executed by the parties hereto. [Signature page follows.] IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day and year first above written. LANDLORD: Dixie College Foundation A Non-profit Utah Corporation By: ________________________________________ Randy W. Wilkinson – President 13 TENANT: Dixie Applied Technology College A body politic and corporate of the State of Utah By: ________________________________________ Richard D. VanAusdal – Campus President 14