EXHIBIT 6.1
LEASE AGREEMENT
RECEIVED FROM Dan Shuput and/or Nominees, hereinafter referred to as
LESSEE, the sum of Fifteen Hundred Dollars ($1,500.00) in the form of a
cashier's check as a deposit which, upon acceptance of this Lease, shall
become the property of Bart Brimhall, and/or his assigns, hereinafter referred
to as LESSOR and shall be applied to the first lease payment and shall be
non-refundable. In the event that this Lease Is not accepted by the Lessor
within thirty (30) days, the total deposit received shall be refunded to the
Lessee.
Lessee hereby offers to lease from Lessor the real property situated in the
City of Overton County of Clark State of Nevada, and described as follows:
Assessors Parcel Number 720-360-002, approximately 40 acres' Assessors Parcel
Number 720-360-003 approximately 80 acres. Both of Section 18, Township 16
South, Range 68 East, M.D.B.& M. as recorded on March 25, 1954 as Instrument
#6163 in Book 4 of Official Records in the Clark County Recorders Office.
Upon the following terms and conditions:
1. TERM: The term hereof shall commence on February 15, 1994 and shall be
renewable every 20 years for a total term of 99 years. Each renewal shall be
upon the same terms and Conditions as the previous term, except as provided
under paragraph 2 and on the conditions of paragraph 16 herein.
2. RENT: The annual rent shall be $100.00 per acre for the first Five (5)
years. There will be an adjustment in rent beginning the Sixth (6th) year and
every five (5) years thereafter and will be adjusted according to the cost of
living index according to the Federal 11th District for "all items." All
lease payments shall be made to Lessor semiannually beginning on February 15,
1994.
3. USE: The property shall be used for development of a golf course.
4. ASSIGNMENT AND SUBLETTING: Lessee may assign this Lease and/or sublet
any portion of the premises without prior written consent from Lessor. Lessee
shall notify Lessor of any such assignment or sublease within thirty (30) days
of the execution of the same.
5. ORDINANCES AND STATUTES: Lessee shall comply with all statutes,
ordinances and requirements of all municipal, state and federal authorities
now in force, or which may hereafter become in force. The commencement or
pendency of any state or federal court abatement proceeding affecting the use
of the premises shall, at the option of Lessors be deemed to be a breach of
this Lease.
6. INDEMNIFICATION OF LESSOR: Lessor shall not be liable for any damage
or injury to Lessee, or any other persons or to any property, occurring on the
demised premises or any part thereof, and Lessee agrees to hold Lessor
harmless from any claims for damages, no matter how caused.
7. INSURANCE: Lessee, at his expense, shall maintain public liability
insurance including bodily injury and property damage insuring Lessee and
Lessor with a minimum coverage as follows: One Million Dollars
($1,000,000.00) commencing upon ground breaking. Lessee shall provide Lessor
with a Certificate of Insurance showing Lessor as an additional Insured. The
Certificate shall provide for a ten-day written notice to Lessor in the event
of cancellation or material change of coverage.
8. UTILITIES: Lessees agrees that he shall be responsible for the payment
of all utilities and other services delivered to the premises, and for the
installation of any and all lines to the property. Lessor shall not be liable
for any cost of improvements to the property.
9. INSOLVENCY: In the event a receiver is appointed to take over the
business of Lessee, or in the event Lessee makes a general assignment for the
benefit of creditors, or Lessee takes or suffers any action under any
insolvency or bankruptcy act, the same shall constitute a breach of this Lease
by Lessee.
10. REMEDIES OF OWNER ON DEFAULT: In the event of any breach of the Lease
by lessees Lessor may, at his option, demand performance under the terms of
the Lease, if Lessee has not, cured any default within 30 days of such notice
or demand to cure, Lessor may, at Lessor's option, terminate this Lease.
Nothing contained herein shall be deemed to limit any other rights or remedies
which Lessor may have.
11. ATTORNEY'S FEES: In the event any suit should be brought for recovery
of the premises, or for any sum hereunder, or because of any act which may
arise Out of possession of the premises by either party, the prevailing shall
be entitled to all costs incurred in connection with such action, including
reasonable attorney's fees.
12. WAIVER: No failure of Lessor to enforce any term hereof shall be
deemed to be a waiver.
13. NOTICES: Any notice which either party may or is required to give,
shall be given by mailing the same, postage prepaid, to Lessee or Lessor at
the addresses shown below, or such other place(s) as may be designated by the
parties from time to time.
14. HEIRS, SUCCESSORS OR ASSIGNS: This Lease is binding upon and shall
inure to the benefit of the heirs, assigns and successors in interest to the
parties.
15. PROPERTY TAXES: Lessee shall be responsible to pay the property taxes
directly to the Clark County Treasurer and shall provide to Lessor proof of
payment of the same year. In the event that such taxes are assessed for a tax
year commencing or extended before and beyond the term of the Lease, the
obligation of Lessee shall be proportionate to the portion of the Lease term
included in such year.
16. OPTION TO RENEW: Provided that Lessee is not in default in the
performance of this Lease, Lessee shall have the option to renew the lease.
The terms and conditions shall be consistent with the terms and conditions as
contained herein as amended, adjusted or modified from time to time by the
parties. The option shall be exercised by written notice given to Lessor not
less than six (6) months prior to the expiration of the initial lease term or
the next preceding leave term. If notice is not given in the manner provided
herein with the time specified, this option shall expire and all improvements
shall become the property of the Lessor.
17. RIGHT OF FIRST REFUSAL: In the event that the Lessor decides to sell
the property, Lessee shall have the right of first refusal for the purchase of
subject property in this lease.
18. IRRIGATION WATER: In the event that Two hundred and three (203)
shares of Common irrigation water owned by Lessor is needed to develop the
project on the premises, Lessee hereby offers to lease said shares of water
for an annual rent of $40.00 per share plus the assessments charged by the
Muddy Valley Irrigation Company. It shall be the responsibility of the Lessee
to pay for and construct the ditches or pipelines to convey such water to the
property from the main irrigation ditch. Payment for said water shares shall
commence upon ground breaking and shall be paid semi-annually.
19. LATE PENALTY: There shall be a late penalty of 10% of any amount due
from Lessee including the periodic payments and/or property taxes, if payment
is not received within thirty (30) days of the date such payment shall be due.
20. CONTINGENCY: This Lease is subject to the following:
a. Lessee obtaining the adjacent property by purchase or lease to
have enough acreage for the development of a golf course.
b. Lessee obtaining sufficient rights to water by purchase at lease
to irrigate an 18-hole golf course.
c. Favorable soil and water test results showing soil and water
capable of growing and sustaining turf grass.
d. Lessee obtaining necessary zoning changes or use permits to allow
the development of a golf course and/or hotel on the property. Lessee shall
be responsible for the application and fees and Lessor shall sign as the owner
of the property.
e. Approval of development project from Clark County requirements at
the sole determination of Lessee.
f. Approval from the Environmental Protection Agency and Bureau of
Land Management for the development project,
g. The overall acreage not being excessively impacted by Any
municipal or governmental agency or department in the sole determination of
Lessee.
21. LESSEE'S OBLIGATION: Lessee shall be responsible for the expense of
all testing, surveying, Clark County fees and any other costs necessary for
the study of this property for the development of a golf course and/or hotel
and any attorney's fees involved herein.
This Lease is executed by the undersigned as evidence of Lessee's commitment
to lease and Lessor's acceptance of all terms and conditions contained herein
this 14th day of February,
LESSEE: LESSOR:
/s/ Dan Shuput /s/ Bert Brimhall
Dan Shuput Bert Brimhall
February 14, 1994 February 14, 1994
Address: 4615 South 1225 East Address: Box 1335
Salt Lake City, UT 84117 Overton, NV 89040
Telephone: 801 261-8320 Telephone: 702 397-8504
LEASE AGREEMENT:
LESSOR: BERT BRIMHALL
LESSEE: DAN SHUPUT
STATE OF NEVADA )
)ss
County of Clark )
On February 14, 1994 personally appeared before me. A Notary Public. Dan
Shuput and Bert Brimhall known (or proved) to me to be the persons who
executed the foregoing instrument and who acknowledged that they executed the
above instrument.
WITNESS my hand and official seal
NOTARY PUBLIC /s/ Sylvia Jane Bush
STATE OF NEVADA
County of Clark
Sylvia Jane Bush
My appointment expires: Dec. 22, 1996
When recorded mail to:
Land Brokers, Inc.
P.O. Box 488
Overton, NV 89040
<PAGE>
AMENDMENT TO LEASE AGREEMENT
Paragraph 3. of that certain Lease Agreement dated February 14 ,1994 by
and between Dan Shuput, Lessee, of Salt Lake City, Utah (and subsequently
assigned to Industries International, Inc.) and Bert Brimhall, Lessor, of
Overton, Nevada is hereby amended to read as fallows:
"Paragraph 3, USE. The Leased Property shall be used for the development
of a Golf Course and/or other real estate developments."
ACCEPTANCE
Signed and accepted this 27 day of August 1994.
/s/ Dan Shuput
DAN SHUPUT, LESSEE
4615 South 1225 East
Salt Lake City, UT 84117
STATE OF NEVADA )
):ss
COUNTY OF CLARK )
NANCY & MOULTON
Notary Public - Nevada
Clark County
My appoint. Exp. Nov. 6, 1996
Personally appeared before me, Dan Shuput, this 27th Day of August,1994,
executed the foregoing Amendment to Lease Agreement.
My Commission Expires /s/ Nancy A. Moulton
November 6, 1996 Notary Public
Residing in Overton, Nevada
