EXHIBIT 10.11
THIS IS MORE THAN A RECEIPT
FOR MONEY OR PRELIMINARY
MEMORANDUM. IT WILL AFFECT
YOUR LEGAL RIGHTS. READ IT
CAREFULLY.
LEASE - OFFICE BUILDING FORM
THIS LEASE, made this 1st day of September _______, 1998
PARTIES between Xxxxx Xxxxxx
and Alaron Trading Corp. An Illinois Corporation hereinafter
called respectively Lessor and Lessee, without regard to
number or gender.
PREMISES WITNESSETH: That Lessor hereby leases unto
Lessee, and Lessee hereby hires from Lessor, those
certain premises known as the southern half (1,156
sq. ft) on the 5th floor of that certain building
known as the 000 Xxxx Xxxxxx in the City of San
Francisco, County of SF State of California.
USE Said premises shall be used as general offices and
for no other business or purpose, without the
written consent of Lessor.
TERM The term shall be for 2 years, commencing on the
1st day of September ________, 1998 and ending on
the 31st day of August 2000, at the total rent or
sum of ___________________ Dollars ($___________),
lawful money of the United States of
RENTAL America, which Lessee agrees to pay to Lessor,
without deduction or offset, at such place in the
State of California as may be designated from time
to time by Lessor, in installments as follows:
$1,285 on the 1st of each and every month
It is further mutually agreed between the
parties as follows:
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POSSESSION If Lessor, for any reason whatsoever, cannot
deliver possession of the said premises to Lessee
at the commencement of the said term, as
hereinbefore specified, this lease shall not be
void or voidable, nor shall Lessor be liable to
Lessee for any loss or damage resulting therefrom;
but in that event there shall be a proportionate
deduction of rent covering the period between the
commencement of the said term and the time when
Lessor can deliver possession.
Lessee shall not use, or permit said premises, or
USES any part thereof, to be used, for any purpose or
PROHIBITED purposes other than the purpose or purposes for
which the said premises hereby leased; and no use
shall be made or permitted to be made of the said
premises, nor acts done, which will increase the
existing rate of insurance upon the building in
which said premises may be located or cause a
cancellation of any insurance policy covering said
building, or any part thereof, nor shall Lessee
COMPLIANCE sell, or permit to be kept, used, or sold, in or
WITH about said premises, any article which may be
GOVERNMENTAL prohibited by the standard form of fire insurance
REGULATIONS policies. Lessee shall not commit, or suffer to be
committed, any waste upon the said premises, or any
public or private nuisance, or other act or thing
which may disturb the quiet enjoyment of any other
tenant in the building in which the demised
premises may be located, nor, without limiting the
generality of the foregoing, shall Lessee allow
said premises to be used for any improper, immoral,
unlawful or objectionable purpose, or for the
keeping, storing or selling of intoxicating
liquors, or for any kind of eating house, or for
sleeping purposes, or for washing clothes, or
cooking therein, and nothing shall be prepared,
manufactured or mixed in said premises which might
emit an odor in the corridors of said building, nor
shall Lessee use any apparatus, machinery or device
in or about the demised premises which shall make
any noise or set up any vibration or which shall in
any way increase the amount of electricity, water,
or compressed air agreed to be furnished or
supplied under this lease (if any), and Lessee
further agrees not to connect with electric wires,
water or air pipes any apparatus, machinery or
device without the consent of Lessor. Lessee shall,
at his sole cost and expense, comply with all of
the requirements of all Municipal, State and
Federal authorities now in force, or which may
hereafter be in force, pertaining to the said
premises, and shall faithfully observe in the use
of the premises all Municipal ordinances and State
and Federal statues now in force or which may
hereafter be in force.
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ABANDONMENT 3. Lessee shall not vacate or abandon the
premises at any time during the term; and if Lessee
shall abandon, vacate or surrender said premises,
or be dispossessed by process of law, or otherwise,
any personal property belonging to Lessee and left
on the premises shall be deemed to be abandoned, at
the option of Lessor, except such property as may
be mortgaged to Lessor.
ALTERATIONS 4. Lessee agrees that the premises are now
AND in a tenantable and good condition; that Lessee
REPAIRS shall take good care of the premises and they shall
not be altered, repaired or changed without the
written consent of Lessor. Lessee hereby waives all
right to make repairs at Lessor's expense under the
provisions of Section 1942 of the Civil Code of
California and all rights provided for under
Section 1941 of said Civil Code. Unless otherwise
provided by written agreement, all alterations,
improvements and changes that may be required shall
be done either by, or under the direction of,
Lessor, but at the cost of the Lessee; and shall
become the property of Lessor and shall remain
upon, and be surrendered with, the premises;
provided however, that at Lessor's option, Lessee
shall, when surrendering said premises, remove
therefrom and from said building, at Lessee's
expense, all partitions, counters, railings, and
all other types of installation placed in said
premises by Lessee. All damage or injury done to
the premises by Lessee or by any person who may be
in or upon the premises with Lessee's consent,
shall be paid for by Lessee, and Lessee shall, at
the termination of this lease, surrender the
premises to Lessor in as good condition and repair
as when received, reasonable and proper use
thereof, and damage by fire or by the elements,
excepted.
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FREE Lessee shall keep the demised premises and the
FROM LIENS property in which the demised premises are
situated, free from any liens arising out of any
work performed, materials furnished, or obligations
incurred by Lessee
Lessee, as a material part of the consideration
INDEMNIFICATION to be rendered to Lessor under this lease, hereby
OF LESSOR waives all claims against Lesso for damages to
goods, wares and merchandise, and all other
personal property, in, upon or about said
premises and for injuries to persons in or about
said premises, from any cause arising at any time,
and Lessee will hold Lessor exempt and harmless for
and on account of any damage or injury to any
person, or to the goods, wares and merchandise and
all other personal property of any person, arising
from the use of the premises by Lessee, or arising
from the failure of Lessee to keep the premises in
good condition as herein provided. Lessor shall not
be liable to Lessee for any damage by or from any
act or negligence of any co-tenant or other
occupant of the same building, or by any owner or
occupant of adjoining or contiguous property.
Lessee agrees to pay for all damage to the
building, as well as all damage to tenants or
occupants thereof and to the property of such
tenants and occupants caused by Lessee's misuse or
neglect of said premises, its apparatus or
appurtenances.
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ENTRY BY Lessee shall permit Lessor and his agents to
LESSOR enter into and upon said premises at all reasonable
times for purpose of inspecting the same,
cleaning windows and performing other janitor
service, or for the purpose of maintaining the
building in which the said premises are situated,
or for the purpose of making repairs, alternations
or additions to any other portion of said building,
including the erection of scaffolding, props, or
other mechanical devices, or for the purpose of
posting notices of non-responsibility for
alterations, additions, or repairs, or for the
purpose of placing upon the property in which the
said premises are located any usual or ordinary
"for sale" signs, without any rebate of rent to
Lessee or damages for any loss of occupation or
quiet enjoyment of the premises thereby occasioned;
and shall permit Lessor, and his agents, at anytime
within thirty (30) days prior to the expiration of
this lease, to place upon the windows and doors of
said premises any usual or ordinary "to let" or "to
lease" signs. Lessor and his agents may during said
last-mentioned period, at reasonable hours, enter
upon said premises and exhibit the same to
perspective tenants.
In the event of a partial destruction of
DESTRUCTION the said premises during the said term, from any
OF cause, Lessor shall forthwith repair the same,
PREMISES provided such repairs can be made within sixty (60)
the laws and regulations of State,
County, Federal or Municipal authorities, but such
partial destruction shall in no wise annul or void
this lease, except that Lessee shall be entitled to
a proportionate deduction of rent while such
repairs are being made, such proportionate
deduction to be based upon the extent to which the
making of such repairs shall interfere with the
business carried on by Lessee in the said premises.
If such repairs cannot be made in sixty (60) days,
Lessor may, at his option, make same within a
reasonable time, this lease continuing in full
force and effect and the rent to be proportionately
rebated as aforesaid in this paragraph provided. In
the event that Lessor does not so elect to make
such repairs which cannot be made in sixty (60)
days, or such repairs cannot be made under such
laws and regulations, this lease may be terminated
at the option of either party. In respect to any
partial destruction which Lessor is obligated to
repair or may elect to repair under the terms of
this paragraph, the provisions of Section 1932,
Subdivision 2, and of Section 1933, Subdivision 4,
of the Civil Code of the State of California are
waived by Lessee. In the event that the building in
which the demised premises may be situated be
destroyed to the extent of not less than 331/3% of
the replacement cost thereof, Lessor may elect to
terminate this
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lease, whether the demised premises be injured or
not. A total destruction of the building in which
the said premises may be situated shall terminate
this lease. In the event of any dispute between
Lessor and Lessee relative to the provisions of
this paragraph, they shall each select an
arbitrator, the two arbitrators so selected shall
select a third arbitrator and the three arbitrators
so selected shall hear and determine the
controversy and their decision thereon shall be
final and binding upon both Lessor and Lessee, who
shall bear the cost of such arbitration equally
between them.
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Lessee may assign this lease or an interest
ASSIGNMENT therein and may also sublet the whole of said
AND premises, provided the written consent of Lessor to
SUBLETTING any such assignment or subletting is first obtained
by Lessee. If, during the term of this lease,
Lessee requests the written consent of Lessor to
any such assignment or subletting, Lessor's consent
thereto shall not unreasonably be withheld. A
consent to one assignment or subletting shall not
be deemed to be a consent to any subsequent
assignment or subletting, and any such subsequent
assignment or subletting without Lessor's consent
shall be void and shall be, at Lessor's option,
terminate this lease. This lease shall not, nor
shall any interest therein, be assignable as to the
interest of Lessee any operation of law without the
written consent of Lessor, but such consent shall
not unreasonably be withheld.
INSOLVENCY Either (a) the appointment of a receiver to
OR take possession of all or substantially all of the
BANKRUPTCY assets of Lessee, or (b) a general assignment by
Lessee for the benefit of creditors, or (c) any
action taken or suffered by Lessee under any
insolvency or bankruptcy act shall constitute a
breach of this lease by Lessee. Upon the happening
of any such event this lease shall terminate ten
(10) days after written notice of termination from
Lessor to Lessee.
In the event of any breach of this lease by
Lessee, then Lessor, besides other rights and
remedies he may have, shall have the immediate
DEFAULT right of re-entry and may remove all persons and
property from the premises. If the Lessor's right
of re- entry is exercised following abandonment of
the premises by the Lessee, then Lessor may
consider any personal property belonging to Lessee
and left of the premises to also have been
abandoned, in which case Lessor may dispose of all
such personal property in any manner Lessor shall
deem proper and is hereby relieved of all liability
for doing so.
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If Lessee breaches this lease and abandons the
property before the end of the term, or if Lessee's
right to possession is terminated by Lessor because
of a breach of the lease, then in either such case,
Lessor may recover from Lessee all damages suffered
by Lessor as the result of Lessor's failure to
perform his obligations hereunder, including, but
not restricted to, the worth at the time of the
award (computed in accordance with paragraph (3) of
Subdivision (a) of Section 1951.2 of the California
Civil Code) of the amount by which the rent then
unpaid hereunder for the balance of the lease term
exceeds the amount of such rental loss for the same
period which the Lessee proves could be reasonably
avoided by Lessor, and in such case, Lessor, prior
to the award, may relet the premises for the
purpose of mitigating damages suffered by Lessor
because of Lessee's failure to perform his
obligations hereunder; provided, however, that even
though Lessee has abandoned the premises following
such breach, this lease shall nevertheless continue
in full force and effect for as long as the Lessor
does not terminate Lessee's right of possession,
and until such termination Lessor may enforce all
his rights and remedies under this lease, including
the right to recover the rent from Lessee as it
becomes due hereunder.
SURRENDER 12. The voluntary or other surrender of this
OF lease by Lessee, or a mutual cancellation thereof,
LEASE shall not work a merger, and shall, at the option
of Lessor, terminate all or any existing subleases
or subtenancies, or may, at the option of Lessor,
operate as an assignment to him or any or all such
subleases or subtenancies.
ATTORNEY'S 13. In case suit is brought by either party
FEE because of the breach of any term, covenant or
condition herein contained, the prevailing party
shall be entitled to recover against the other
party a reasonable attorney's fee to be fixed by
the court.
NOTICES
14. All notices to be given to Lessee may be
given in writing personally or by depositing the
same in the United States mail, postage prepaid,
and addressed to Lessee at the said premises,
whether or not Lessee has departed from, abandoned
or vacated the premises.
TRANSFER OF
SECURITY 15. If any security be given by Lessee to
secure the faithful performance of all or any of
the covenants of this lease on the part of Lessee,
Lessor may transfer and/or deliver the security, as
such, to the purchaser of the reversion, in the
event that the reversion be sold, and thereupon
Lessor shall be discharged from any further
liability in reference thereto.
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WAIVER 16. The waiver by Lessor any breach of any
term, covenant or condition herein contained shall
not be deemed to be a waiver of such term, covenant
or condition or any subsequent breach of the same
or any other term, covenant or condition herein
contained. The subsequent acceptance of rent
hereunder by Lessor shall not be deemed to be a
waiver of any preceding breach by Lessee of any
term, covenant or condition of this lease, other
than the failure of Lessee to pay the particular
rental so accepted, regardless of Lessor's
HOLDING knowledge of such preceding breach at the time of
OVER acceptance of such rent.
17. Any holding over after the expiration of
the said term, with the consent of Lessor, shall be
construed to be a tenancy from month to month, at a
rental of _______________________ ($___________)
RULES Dollars a month, and shall otherwise be on the
terms and conditions herein specified, so far as
applicable.
18. The rules and regulations printed on this
lease, as well as such rules and regulations as may
be hereafter adopted by Lessor for the safety, care
REMEDIES and cleanliness of the premises and the
CUMULATIVE preservation of good order thereon, are hereby
expressly made a part hereof, and Lessee agrees to
obey all such rules and regulations.
19. It is understood and agreed that the
remedies herein given to Lessor shall be
cumulative, and the exercise of any one remedy by
Lessor shall not be the exclusion of any other
remedy.
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SUCCESSORS The covenants and conditions herein contained
AND ASSIGNS shall, subject to the provisions as to assignment,
apply to and bind the heirs, successors,
executors, administrators and assigns of all of the
parties hereto; and all of the parties hereto shall
be jointly and severally liable hereunder.
Lessor agrees to furnish the demised premises
SERVICES during reasonable building hours as the same may be
determined from time to time by Lessor and while
Lessee is not in default under any of the
provisions of this lease, and subject to the
regulations of the building wherein the demised
premises are situated, with:
water and elevator only
and Lessee agrees to pay for all other services
supplied to said premises not herein before in this
paragraph enumerated. Lessor, however, shall not be
liable for failure to furnish any of the foregoing
when such failure is caused by conditions beyond
the control of Lessor, or by accidents, repairs,
strikes, labor disturbances or labor disturbances
or labor disputes of any character, whether
resulting from or caused by acts of Lessor or
otherwise, nor shall such failure constitute an
eviction; nor shall Lessor be liable under any
circumstances for loss of or injury to property,
however occurring, through or in connection with or
incidental to the furnishing of any of the
foregoing.
TIME 22. time is of the essence of the lease.
MARGINAL 23. The captions in the margins of this
CAPTIONS lease are for convenience only and are not a part
of this lease and do not in any way limit or
amplify the terms and provisions of thislease.
24. Lessee hereby agrees to accept
possession of the demised premises in their
existing condition and at lessee's expense to make
all repairs, improvements, and installations that
lessee may deem necessary for the conduct o his
business.
24. Lessee hereby agrees to accept
possession of the demised premises in their
existing condition and at lessee's expense to make
all repairs, improvements, and installations that
lessee may deem necessary for the conduct o his
business.
25. Lessor has received a $1,285 security
deposit to ensure lessee's acceptance and
performance of lease terms. This deposit will be
refunded upon lessee's surrender of the premises at
the end of the lease term.
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26. Lessee has the right to terminate the
lease any time after 18 months with a minimum of 60
days notice to lessor and the payment of 6 months
rent.
BROKER IS NOT AUTHORIZED TO GIVE
LEGAL OR TAX ADVICE. IF YOU
DESIRE LEGAL OR TAX ADVICE CONSULT
YOUR ATTORNEY BEFORE SIGNING.
CONSULT YOUR ATTORNEY - This document has been prepared for submission to your
attorney for his approval if he finds the same satisfactory from the standpoint
of protection of your legal rights. No representation or recommendation is made
by broker or its agents or employees as to the legal sufficiency, legal effect
or tax consequences of this document or the transaction relating thereto. These
are questions for your attorney.
CONSULT YOUR ATTORNEY - This document has been prepared for submission to your
attorney for his approval if he finds the same satisfactory from the standpoint
of protection of your legal rights. No representation or recommendation is made
by broker or its agents or employees as to the legal sufficiency, legal effect
or tax consequences of this document or the transaction relating thereto. These
are questions for your attorney
Broker is not authorized to give legal or tax advice. If you desire legal or tax
advice consult your attorney before signing.
IN WITNESS WHEREOF, Lessor and Lessee have executed these presents in duplicate
the day and year first above written.
LESSOR LESSEE
Xxxxx Xxxxxx Alaron Trading Co.
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