Exhibit 99.12
RECEIVED FROM JADEON, INC., hereinafter referred to as Lessee, The sum of
($_________ dollars) Evidenced by _____, as a deposit which shall belong to
Lessor and shall be applied as follows:
Rent for The period from June 5 To June 30 .................. $1,430.00 $_______ $_______
Security deposit (not applicable toward last month's rent) .. $on account $_______ $_______
Other ....................................................... $________ $_______ $_______
TOTAL ....................................................... $1,430,00 $_______ $_______
In the event this Lease is not accepted by the Lessor within 0 days, the total
deposit received will be refunded
Lessee offers to Lease from Lessor the premises situated in the City of San
Francisco, County of San Francisco, State of California, Described as Suite 2G,
000 Xxxxxx Xxxxxx, upon the following terms and conditions:
1. TERM: The term will commence on JUNE 5, 2003 and end on AUGUST 31,
2004
2. RENT: The total rent will be $XXXXX payable as follows SEE ADDENDUM
NUMBER ONE, EXHIBIT A
All rents will be paid to Lessor or his/her authorized agent, at the
following address: 000 XXXXXX XXXXXX, XXXXX 0X XXX XXXXXXXXX,
XXXXXXXXXX. or at such other places as may be designated by Lessor
from time to time. In the event rent is not paid WITHIN FIVE DAYS
after the due date, Xxxxxx agrees to pay A LATE CHARGE of $50.00_ plus
interest at 10__% per annum on the delinquent amount. Xxxxxx further
agrees to pay $25.00_for each dishonored bank check. The late charge
period is NOT a grace period, and Xxxxxx in entitled to make written
demand for any rent if not paid when due.
3. USE: The premises are to be used for the operation of OFFICE, and for
no other purpose, without prior written consent of Lessor. Lessee will
not commit any waste upon the premises, or any nuisance or act which
may disturb the quite enjoyment of any tenant in the building.
4. USES PROHIBITED: Lessee will not use any portion of the premises for
purposes other than those specified. No use will be made or permitted
be made upon the premises, nor acts done, which will increase the
existing rate of insurance upon the property, or cause cancellation of
insurance policies covering the property. Lessee will not conduct or
permit any sale by auction on the premises.
5. ASSIGNMENT AND SUBLETTING: Lessee will not assign this Lease or sublet
any portion of the premises without prior written consent Lessor,
which will not be unreasonably withheld. Any such assignment or
subletting without consent will be void and, at the option of the
Lessor, will terminate this Lease.
6. ORDINANCES AND STATUTES: Lessee will comply with all statutes,
ordinances, and requirements of all municipal, state and federal
authorities now in force, or which may later be in force, regarding
the use of the premises. The commencement or pendency of any state or
federal abatement proceeding affecting the use of the premises will,
at the option of the Lessor, be deemed a breach of this Lease.
7. MAINTENANCE, REPAIRS, ALTERATIONS: Unless otherwise indicated, Lessee
acknowledges that the premises are in good order and repair. Lessee
shall, at his/her own expense, maintain the premises in a good and
safe condition. The premises will be surrendered, at termination of
the Lease, in as good condition as received, normal wear and tear
excepted. Except the following which will be maintained by Lessor:
roof, exterior walls, structural foundations (including any
retrofitting required by governmental authorities) and; nothing else.
Lessee will also maintain in good condition property adjacent to the
premises, such as sidewalks, driveways, lawns, and shrubbery, which
otherwise be maintained by Lessor. No improvement or alteration of the
premises will be made without the prior written consent of the Lessor.
Prior to the commencement of any substantial repair, improvement, or
alteration, Lessee will give Lessor at least TWO (2) DAYS WRITTEN
NOTICE in order that Lessor may post appropriate notices to avoid any
liability for liens.
8. ENTRY AND INSPECTION: Lessee will permit Lessor or Lessor's agents to
enter the premises at reasonable times and upon reasonable notice for
the purpose of inspecting the premises, and will permit Lessor, at any
time WITHIN SIXTY (60) DAYS prior to the expiration of this Lease, to
place upon the premises any usual "For Lease" signs, and permit
persons desiring to lease the premises to inspect the premises at
reasonable times.
9. INDEMNIFICATION OF LESSOR: Lessor will not be liable for any damage or
injury to Lessee, or any other person, or to any property, occurring
on the premises, Xxxxxx agrees to hold Lessor harmless from any claims
for damages rising out of Xxxxxx's use of the premises, and to
indemnify Lessor for any expense incurred by Lessor in defending any
such claims.
10. POSSESSION: If Lessor is unable to deliver possession of the premises
at the commencement date set forth above, Lessor will not be liable
for any damage caused by the delay, nor will this Lease be void or
voidable, but Lessee will not be liable for any rent until possession
is delivered. Lease may
Page 1 of 4
terminate this Lease if possession is not delivered within 7 days of
the commencement term in Item 1.
11. XXXXXX'S INSURANCE: Lessee, at his/her expense, will maintain public
liability, and property damage insurance insuring Lessee and Lessor
with minimum coverage as follows:
ONE MILLION DOLLARS PUBLIC LIABILITY.
Lessee will provide Lessor with a Certificate of Insurance showing
Lessor as additional insured. The policy will require TEN (10) DAY'S
WRITTEN NOTICE TO LESSOR PRIOR TO CANCELLATION OR MATERIAL CHANGE OF
COVERAGE.
12. LESSOR'S INSURANCE: Lessor will maintain hazard insurance covering one
hundred percent (100%) actual cash value of the improvements
throughout the Lease term. Lessor's insurance will not insure Lessee's
personal property, leasehold improvements, or trade fixtures.
13. SUBROGATION: To the maximum extent permitted by insurance policies
which may be owned by the parties, Lessor and Lessee waive any and all
rights of subrogation which might otherwise exist.
14. UTILITIES: Xxxxxx agrees that he/she will be responsible for the
payment of electricity, JANITORAL SERVICES TO BE PAID BY XXXXXX
15. SIGNS: Lessee will not place, maintain, nor permit any sign or awning
on any exterior door, wall, or window of the premises without the
express written consent of Lessor, which will not be unreasonably
withheld.
16. ABANDONMENT OF PREMISES: Lessee will not vacate or abandon the
premises at any time during the term of this Lease. If Xxxxxx does
abandon or vacate the premises, or is dispossessed by process of law,
or otherwise, any personal property belonging to Xxxxxx left on the
premises will be deemed to be abandoned, at the option of Lessor.
17. CONDEMNATION: If any part of the premises is condemned for public use,
and a part remains which is susceptible of occupation by Xxxxxx, this
Lease will, as to the part taken, terminate as of the date the
condemnor acquires possession. Lessee will be required to pay such
proportion of the rent for the remaining term as the value of the
premises remaining bears to the total value of premises at the date of
condemnation; provided, however, that Lessor may at his/her option,
terminate this Lease as of the date the condemnor acquires possession.
In the event that the premises are condemned in whole, or the
remainder is not susceptible for use by the Lessee, this Lease will
terminate upon the date which the condemnor acquires possession. All
sums which may be payable on account of any condemnation will belong
solely to the Lessor; except that Xxxxxx will be entitled to retain
any amount awarded to him/her for his/her trade fixtures or moving
expenses.
18. TRADE FIXTURES: Any and all improvements made to the premises during
the term will belong to the Lessor, except trade fixtures of the
Lessee. Lessee may, upon termination, remove all his/her trade
fixtures, but will pay for all costs necessary to repair any damage to
the premise occasioned by the removal.
19. DESTRUCTION OF PREMISES: In the event of a partial destruction of the
premises during the term, from any cause. Lessor will promptly repair
the premises, provided that such repairs can be reasonably made WITHIN
SIXTY (60) DAYS. Such partial destruction will not terminate this
Lease, except that Lessee will be entitled to a proportion reduction
of rent while such repairs are being made, based upon the extent to
which the which the making of such repairs interferes with the
business of Lessee on the premises. If the repairs cannot be made
WITHIN SIXTY (60) DAYS, this Lease may be terminated at the option of
either party by giving written notice to the other party WITHIN THE
SIXTY (60) DAY PERIOD.
20. HAZARDOUS MATERIALS: Lessee will not use, store, or dispose of any
hazardous substances upon the premises, except the use and storage of
such substances that are customarily used in Lessee's business, and
are in compliance with all environmental laws. Hazardous substances
means any hazardous waste, substance or toxic materials regulated
under any environmental laws or regulations applicable to the
property. Lessee will be responsible for the cost of removal of any
toxic contamination caused by xxxxxx's use of the premises.
21. INSOLVENCY: The appointment of a receiver, an assignment for the
benefits of creditors, or the filling of a petition in bankruptcy by
or against Xxxxxx, will constitute a breach of this Lease by Xxxxxx.
22. DEFAULT. In the event of any breach of this Lease by Xxxxxx, Lessor
may, at his/her option, terminate the Lease and recover from Lessee:
(a) the worth at the time of award of the unpaid rent which had been
earned at the time of termination; (b) the worth at the time of award
of the by which the unpaid rent which would have been earned after
termination until the time of the award exceeds the amount of such
rental the Lessee proves could have been reasonably avoided; (c) the
worth at the time of award of the amount by which the unpaid rent for
the balance of the term after the time of award exceeds the amount of
such rental loss that the Lessee proves could be reasonably avoided;
and (d) any other amount necessary to compensate Lessor for all the
detriment proximately caused by the Lessee's failure to perform
his/her obligations under the Lease or which in the ordinary course of
things would be likely to result therefrom.
Page 2 of 4
Lessor may, in the alternative, continue this Lease in effect, as long
as Lessor does not terminate Xxxxxx's right to possession, and Lessor
may enforce all of Lessor's rights and remedies under the Lease,
including the right to recover the rent as it becomes due under the
Lease. If said breach of Lease continues, Lessor may, at any time
thereafter, elect to terminate the Lease. These provisions will not
limit any other rights or remedies which Lessor may have.
23. SECURITY: The security deposit will secure the performance of the
Lessee's obligations. Lessor may, but will not be obligated to, apply
all or positions of the deposit on account of Xxxxxx's obligations.
Any balance remaining upon termination will be returned to Lessee.
Lessee will not have the right to apply the security deposit in
payment of the last month's rent.
24. DEPOSIT REFUND: The balance of all deposits will be refunded within
three weeks (or as otherwise required by law), from date possession is
delivered to Lessor or his/her authorised agent, together with a
statement showing any charges made against the deposits by Xxxxxx.
25. ATTORNEY FEES: In any action or proceeding involving a dispute between
Xxxxxx and Xxxxxx arising out of this Lease, the prevailing party will
be entitled to a reasonable attorney fees.
26. WAIVER: No failure of Lessor to enforce any term of this Lease will
be deemed to be a waiver.
27. NOTICES: Any notice which either party may or is required to give,
will be given by mailing the notice, postage prepaid, to Lessee at the
premises, or to Lessor at the address shown in Item 2, or at such
other places as may be designated in writing by the parties from time
to time. Notice will be effective five days after mailing, or on
personal delivery, or when receipt is acknowledged in writing.
29. TIME: Time is of the essence of this Lease.
SO, HEIRS, ASSIGNS, SUCCESSORS: This Lease is binding upon and insures to
the benefit of the heirs, assigns, and successors of the parties.
34. AMERICANS WITH DISABILITIES ACT: The parties are alerted to the
existence of the Americans With Disabilities Act, which may require
costly structural modifications. The parties are advised to consult
with a professional familiar with the requirements of the Act.
35. LESSOR'S LIABILITY: In the event of a transfer of Lessor's title or
interest to the property during the term of this Lease, Lessee agree
that the grantee of such title or interest will be substituted as the
Lessor under this Lease, and the original Lessor will be released of
all further liability; provided, that all deposits will be transferred
to the grantee.
36. ESTOPPEL CERTIFICATE:
(a) On ten (10) day's prior written notice from Lessor, Xxxxxx will
execute, acknowledge, and deliver to Lessor a statement in writing: [1]
certifying that this Lease is unmodified and in full force and effect (or,
if modified, stating the nature of such modification and certifying that
this Lease, as so modified, is in full force and effect), the amount of any
security deposit, and the date to which the rent and other charges are paid
in advance, if any; and [2] acknowledging that there are not, to Xxxxxx's
knowledge, any uncured defaults on the part of Lessor, or specifying such
defaults if any are
Page 3 of 4
claimed. Any such statement may be conclusively relied upon by any
prospective buyer or encumbrancer of the premises.
(b) At Lessor's option, Xxxxxx's failure to deliver such statement within such
time will be a material breach of this Lease or will be conclusive upon
Lessee: [1] that this Lease is in full force and effect, without
modification except as may be represented by Lessor, [2] that there are no
uncured defaults in Lessor's performance; and [3] that not more than one
month's rent has been paid in advance.
(c) If Lessor desires to finance, refinance, or sell the premises, or any part
thereof, Xxxxxx agrees to deliver to any lender or buyer designated by
Lessor such financial statements of Lessee as may be reasonably required by
such lender or buyer. All financial statements will be received by the
Lessor or the lender or buyer in confidence and will be used only for the
purposes set forth.
37. ENTIRE AGREEMENT: The foregoing constitutes the entire agreement between the
parties and may be modified only in writing signed by all parties. The following
exhibits are a part of this Lease:
Exhibit A: ADDENDUM NUMBER ONE
Exhibit B: RULES AND REGULATIONS OF BUILDING
Exhibit C: _____________________________________________________________________
The undersigned Xxxxxx acknowledges that he/she has thoroughly read and approved
each of the provisions contained in this Offer, and agrees terms and conditions
specified.
Lessee /s/ Xxxx XxXxx Date: 6-13-03
------------------------------
dba JADEON, INC.
LESSOR /s/ Illegible DATE: June 6, 2003
------------------------------
dba XXXXXX PLACE
XXXXXX PLACE
000 XXXXXX XXXXXX, XXXXX 0X XXX XXXXXXXXX, XX 00000 415-495-8512
ADDENDUM TO LEASE AGREEMENT
ADDENDUM ONE
EXHIBIT A
IN REFERENCE TO THE LEASE AGREEMENT BETWEEN XXXXXX PLACE AND
JADEON, INC.
THE FOLLOWING CONTAINS THE RENT SCHEDULE FOR THE TENANCY.
YEAR ONE.... $1,650.00 PER MONTH
PARKING
You have been allotted _________ parking spaces.
The parking fee shall be as per a separate parking contract and the cost shall
be at the prevailing rate for this area, presently $___________per month, per
car.
If you may require more parking spaces we will try to accommodate your needs in
this regard. If space(s) is/are not needed, said space(s) shall not be sublet
but shall revert back to Xxxxxx Place.
XXXXXX PLACE
000 XXXXXX XX. SUITE 2B, SAN FRANCISCO, CA 94107 415.495.8512
RULES AND REGULATIONS OF BUILDING
EXHIBIT B
1. The security deposit shall be to guarantee full and faithful performance of
all of Lessee's obligations under this Lease. On the condition of such
performance, at the end of the Lease term, Lessor shall refund the security
deposit to the Lessee without interest. Lessor shall not be under a duty to
hold said security deposit in any special account.
2. Provided that Lessee is not in default in the performance of this Lease, if
Xxxxxx desires to continue their tenancy beyond the Lease expiration date,
a new Lease shall be negotiated and consummated a minimum of THREE MONTHS
prior to the date of the Lease expiration. It shall be the duty of the
Lessee to notify the Lessor of their intentions.
3. Lessor may use from deposits held by him such amounts as are reasonably
necessary to remedy tenants defaults in the payment of rent, to repair
damage caused by the tenant, to replace locks if keys are not returned at
the termination of the tenant, and to clean the premises upon termination
of the tenancy. If used toward rent or damages during the term of tenancy,
tenant agrees to reinstate said total security deposit upon five days
written notice.
4. Tenant shall not change or add locks to doors without owner's prior written
consent. If owner agrees, tenant shall provide duplicate keys to said locks
to the owner within 24 hours of installation.
5. Lessor may show the premises to prospective purchasers and mortgagees and,
during the three months prior to termination of this Lease to prospective
tenants, during business hours on reasonable notice to Lessee.
6. At the time when you move in all the light fixtures shall be in a working
condition. Any replacement of light tubes and/or bulbs shall be the
responsibility of the tenant.
7. Each suite has been assigned its own bathroom and it shall be the
responsibility of each tenant to maintain the bathrooms in an immaculate
condition.
The herein agreement, upon its execution by both parties, is herewith made
an integral part of the aforementioned lease agreement.
DATED June 6, 2003
/s/ Xxxx XxXxx /s/ Illegible
------------------------------------- ----------------------------------------
dba JADEON, INC. dba BRYANT PLACE
XXXXXX PLACE
000 XXXXXX XXXXXX, XXXXX 0X XXX XXXXXXXXX, XX 00000 415-495-8512
PARKING AGREEMENT
The following is an agreement between
JADEON
and XXXX XXXXXXXXX dba XXXXXX PLACE that the above may, on a temporary basis,
park one car in the parking spot designated No. 14 on the parking lay-out which
is attached and marked Exhibit B1 and pertains to the premises known as Xxxxxx
place, 000 Xxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xx. The parking areas are "laid out"
for small cars. We strive to protect the property of our clients but are not
responsible for loss or damage to vehicle or contents however caused. Please
lock your car.
The parking fee shall be sum of
ONE HUNDRED TWENTY FIVE DOLLARS
per month, due and payable on the first day of each month.
DATED: FEB. 3, 2003
/s/ Xxxx XxXxx /s/ Illegible
------------------------------------- ----------------------------------------
EXHIBIT B1
Parking spaces
XXXXXX STREET
(MAP)
Parking
(court herd)
