THIS REIMBURSEMENT AGREEMENT (this "Agreement") is made as of the 11th
day of December, 1995 by and between Howard Hughes Properties, Limited
Partnership, a Delaware limited partnership ("HHP") and Williams-Sonoma,
Incorporated, a California corporation ("User").
R E C I T A L S:
A. HHP and User have entered into negotiations for a build to suit
lease by User of approximately thirty-five thousand (35,000) square feet
located at The Crossing Business Center, Las Vegas, Nevada, as depicted in
Exhibit "A" (the "Premises").
B. It is contemplated by the parties hereto that HHP will
construct all improvements ("Improvements") on the Premises.
C. To facilitate construction of the Improvements, User has
requested that HHP engage various consultants to perform work related to and
associated with the preparation of plans and specifications ("Plans") of the
D. In the event User and HHP fail to execute a lease agreement
with respect to the Premises, User desires to reimburse HHP for all costs
associated with the preparation of the Plans.
A G R E E M E N T
NOW THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and other valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1. Consultants. HHP may engage all consultants ("Consultants"),
including without limitation, architects and other design engineers, which HHP,
in its reasonable discretion, deems necessary to facilitate preparation of the
Plans. Subject to Paragraph 2 below, User agrees to pay all costs and expenses
incurred by HHP with respect to the Consultants provided that such costs and
expenses have been (i) expended pursuant to a budget approved in writing in
advance by User; or (ii) approved in writing in advance by User on a case by
case basis ("Total Costs").
2. Reimbursement. In the event HHP and User do not execute and
enter into a lease agreement for the Premises on or before April 1, 1996 (the
"Execution Date"), then within thirty (30) days of receipt of written demand
(the "Demand Notice") from HHP setting forth the Total Costs, User shall pay to
HHP, in cash, an amount equal to the Total Costs. The Demand Notice shall
include copies of all Consultant invoices in HHP's possession. With respect to
the first One Hundred Thousand Dollars ($100,000) of Total Costs, HHP and User
shall each pay one half (1/2) of the amount of such Total Costs. User further
agrees to pay all Total Costs in excess of One Hundred Thousand Dollars
($100,000) not to exceed Twenty
Thousand Dollars ($20,000). In no event shall User's share of the Total Costs
exceed Seventy Thousands Dollars ($70,000). In no event shall HHP's obligation
hereunder for the Total Costs exceed Fifty Thousand Dollars ($50,000).
3. Restriction on Leasing. Until the earlier of execution of the
lease agreement or the termination of negotiations thereof, HHP shall not
advertise, market, or enter into any negotiations whatsoever with any other
party with respect to the Premises.
4. Refund. HHP agrees to refund to User any and all monies paid
by user to HHP pursuant to Section 2 hereof, provided, that within ninety (90)
days after the Execution Date, User and HHP have mutually executed a lease with
respect to the Premises.
5. Notices. All notices, demands, requests, consents, approvals
or other communications (for the purposes of this Section 4 collectively called
"Notices") required or permitted to be given hereunder or which are given with
respect to this Agreement shall be in writing and shall be delivered by
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:
To HHP: HOWARD HUGHES PROPERTIES,
1231 Town Center Drive, Suite 200
Las Vegas, Nevada 89134
Attention: Vice President Leasing
& Sales, Commercial and
To USER: WILLIAMS-SONOMA, INCORPORATED
3250 Van Ness Avenue
San Francisco, California 94109
Attention: Mr. Patrick Connolly,
Senior Vice President
Marketing & Mail Order Operations
6. Governing Law. This Agreement shall be governed by,
interpreted under, and construed and enforced in accordance with the laws of
the State of Nevada applicable to agreements made and to be performed wholly
within the State of Nevada.
7. Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior understandings, if any, with respect thereto. This
Agreement may not be modified, changed or supplemented, nor may any obligations
hereunder be waived, except by written instrument signed by all parties hereto
or by their agents duly authorized in writing or as otherwise expressly stated
herein. The parties do not intend to confer any benefit hereunder on any
person, firm or corporation other than the parties hereto.
8. Waivers; Extensions. No waiver of any breach of any agreement
or provision herein contained shall be deemed a waiver of any preceding or
succeeding breach thereof or of any other agreement or provision herein
contained. No extension of time for performance of any obligation or acts shall
be deemed an extension or the time performance of any other obligations or acts.
9. Non-Waiver of Rights. No failure or delay of either party in
the exercise of any right given to such party
hereunder shall constitute a waiver thereof unless the time specified herein
for exercise of such right has expired, nor shall any single or partial
exercise or any right preclude any other or further exercise thereof or of any
other right. The waiver of any breach hereunder shall not be deemed to be
waiver of any other or any subsequent breach hereof.
10. Exhibits. Each of the Exhibits referred to herein and attached
hereto is an integral part of this Agreement and is incorporated herein by this
11. Partial Invalidity. The determination that any covenant,
agreement, condition or provision of this Agreement is invalid shall not effect
the enforceability of the remaining covenants, agreements, conditions or
provisions hereof and, in the event of any such determination, this Agreement
shall be construed as if such invalid covenant, agreement, condition or
provision were not included herein.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
HOWARD HUGHES PROPERTIES,
LIMITED PARTNERSHIP, a
Delaware limited partnership
By: THE HOWARD HUGHES
CORPORATION (formerly known
as Summa Corporation), a
Delaware corporation, its
sole general partner
By: /s/ Robert E. Morrison
Print Name: Robert E. Morrison
Print Title: Sr. V.P.
THE ABOVE IS HEREBY AGREED
TO AND CONFIRMED THIS 8TH
DAY OF DECEMBER, 1995
a California Corporation
By: /s/ Pat Connolly
Print Name: Pat Connolly
Print Title: Sr. V.P. Mail Order