Exhibit 10.11
LEASE AGREEMENT
211 UNION, LLC
THIS LEASE AGREEMENT, made and entered into as of the 9 day of
November, 2000 by and between 211 UNION, LLC (hereinafter referred to as
"Landlord"), and XXXXXXXX.XXX, LLC (hereinafter referred to as "Tenant").
LANDLORD TENANT
211 UNION, LLC XXXXXXXX.XXX, LLC
Xxxxxx X Xxxxxxx, Member Attn: Xxx Xxxxx & Xxxxxx Xxxx
0000 X Xx Xxxxxxx Xx 000-X Xxxxx Xxxxx
Xxxxxxxxxxx XX 00000 Xxxxxxxxxxx XX 00000
417-831-2400v/fx or 000-0000 066 2700 fax 000 0000
Emergency 889 7955 Xxx Xxxxx H 863 2946
Email: xxxxxxxxx@xxxx.xxx Email: x.xxxxx@xxxxxxxx.xxx
Winter Maui: 808 669 6939v/fx x.xxxx@xxxxxxxx.xxx
Fed Tax EIN 00-0000000
In consideration of the terms, covenants and conditions herein
contained, Landlord and Tenant covenant and agree as follows:
1. DEMISE AND TERM. Landlord leases to Tenant, and Tenant leases from
Landlord, that certain leased premises described as follows:
000 X. Xxxxx xx Xxxxx, Xxxxxxxxxxx, Xxxxxxxx, Unit(s) "H", more
particularly described as approximately 2400 square feet warehouse office space.
Landlord shall furnish Tenant approximately 450 square feet of office space
located in the leased premises as part of the (2400) square feet of the
cumulative leased space described: "AS IS".
The original term of this Lease and Tenant's obligation to pay rent
hereunder shall commence November 10, 2000, (hereinafter referred to as
"Occupancy Date"), and continue for Thirty (30) months until April 30, 2003,
(hereinafter referred to as "Termination Date").
Tenant and Landlord agree to work together to provide additional office space
within the leased premises as the Tenant's needs dictate at a fair and equitable
rent.
2. RENT. One (1) month's fixed minimum rent shall be due and payable
from Tenant to Landlord upon the execution of this Lease, to serve as security
deposit. Tenant agrees to pay Landlord, at address provided on page one, rent
which shall be paid in advance of the first day of each calendar month during
the lease term.
First year 11-10-00 to 4-30-01 ($1100) per month
Second year 5-1-01 to 4-30-02 ($1100) per month
Third year. 5-1-02 to 4-30-03 ($1100) per month
3. HOLDING OVER BY LESSEE. At the expiration of the Lease term, the
parties, by mutual written agreement, may elect to continue the Lease term from
month to month, subject to the same terms and conditions as set forth herein;
provided, however, that in the event of such extension of the Lease term, the
Lease term, as extended, may be terminated by either party upon ninety (90) days
written notice to the other party. In the event Lessee or anyone else in the
name of Lessee shall hold onto the whole or any part of the leased premises
after the expiration of this Lease without said mutual agreement, or after its
forfeiture for any cause whatsoever, the Lessee shall pay double rent for every
day of such holdover.
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4. ASSIGNMENT AND SUBLETTING. Tenant will not assign this Lease, in
whole or in part nor sublet all or any part of the leased premises, without
obtaining the written consent of Landlord, which consent to assignment or
subletting shall only be for the same use of the premises as provided for in
Paragraph 5 of this lease, and shall not release Tenant from any liabilities
hereunder. Any assignment or subletting without Landlord's consent in writing
shall be void.
5. USE OF PREMISES BY TENANT. Tenant shall use the leased premise
solely for the purpose of conducting the business of general office and
warehouse facilities and in compliance with the zoning ordinances of
Springfield. Tenant shall not perform any acts or carry on any practices, which
may damage the building or pose risks for damage. Tenant shall not allow any
rubbish or refuse to accumulate or any fire hazard to exist in or about the
above premises. Outdoor storage of materials is restricted and must be done in
an orderly manner. Used Pallets may not be stored in any quantity and never
adjacent to the building since this constitutes a fire hazard. The fragile skin
of the building exterior must be respected so as to avoid damage, dumpsters as
an example. Tenant shall not use or store any dangerous or environmentally
hazardous materials or products on the premises. Tenant shall have the right to
park a reasonable number of vehicles, subject to landlord's approval, in the
common rear fenced-in parking area, which is secured by lockable gates. Landlord
assumes no responsibility for the security of said area. Parking in front of the
premises, prorata to frontage, should be reserved for visitors according to the
tenant's needs.
6. LATE CHARGES ON PAST DUE RENT. If Tenant shall fail to pay, when the
same is due and payable, any rent or any amount of percentage rent (if
applicable), or any other amounts or charges due to Landlord under the terms of
this Lease, then Tenant agrees to pay late charges as follows. If payment is not
received by the fifth day of the respective month, then a late charge of FIFTY
DOLLARS ($50.00) for each month of delinquency will be assessed, and the sum of
TEN DOLLARS ($10.00) per day for each late day will accrue until the payment is
made in full. This is in addition to the monthly rental due. Other charges, such
as shared expense for the common area (CAM), will be due on the first day of the
month following billing for same, and the same late charges will apply. Payments
received will be applied sequentially to the most delinquent (oldest) charges.
There will be a charge of $50 for all returned checks.
7. COST OF MAINTENANCE OF COMMON AREA. Tenant agrees to reimburse
Landlord for Tenant's share of the actual costs incurred by Landlord in
maintaining the common areas. Such common area charges shall include, but not be
limited to, water, sewer, trash removal, landscaping and yard maintenance,
security protection, bulb replacement, general cleanup, parking lot cleaning and
maintenance, snow removal, reasonable employee wages and all other costs of
operating/maintaining the common areas, to the extent Landlord agrees to
provide. Landlord has the option of amortizing major common area expenses, such
as sealing of the parking lot. Future tenants are responsible for their prorata
share of the unamortized balance. Tenant shall reimburse Landlord after receipt
of satisfactory evidence of said costs and the amount due from Tenant, but not
more often than once during any three (3) month period of the lease term.
Tenant's share shall be a fraction of the whole cost, the numerator of which
shall be the area of the leased premises and the denominator of which shall be
the total area of leasable floor space in the building, including the leased
premises.
8. FIXTURES AND ALTERATIONS. Tenant shall not make or cause to be made
any alterations, additions or improvements or install or cause to be installed
any trade fixtures, exterior signs, antennas, floor covering, interior or
exterior lighting, plumbing fixtures, shades or awnings, or make any changes to
the building without first obtaining Landlord's written approval and consent.
Tenant shall present to Landlord architecturally approved plans and
specifications for such work at the time approval is sought. Alterations made by
Tenant shall become tie property of Landlord at the expiration of the term of
this Lease or any extensions thereof unless Landlord has specifically
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agreed, in writing, that Tenant may remove any such fixtures or alterations. Any
outside ramp installed adjacent temporary construction only.
9. MAINTENANCE OF LEASED PREMISES. Tenant's taking possession shall be
conclusive evidence against it that the premises were in good order and in
satisfactory condition when Tenant took possession hereunder. Tenant shall, at
all times, maintain the interior of the leased premises in good condition and
repair, as well as all exterior entrances, all glass, including windows, show
window moldings, all partitions, doors, fixtures and equipment and appurtenances
thereof (including lighting, heating, sewage facilities, including free flow to
the main sewer line, air conditioning/heating system, electrical wiring and
equipment, interior walls, floors and ceilings), and including replacement of
parts and equipment, if necessary. Any warranties in effect will be applied for
the Tenant's benefit. Tenant shall change furnace/air-conditioning filters every
six months. Tenant shall test emergency lighting systems and exit lights every
month and replace their batteries as needed. If Tenant refuses or neglects to
repair property as required hereunder as soon as reasonably possible after
written demand, and the reasonable satisfaction of Landlord, Landlord may make
such repairs without liability to Tenant for any loss or damage that may accrue
to Tenant's merchandise, fixtures or other property or to Tenant's business by
reason thereof, and upon completion thereof, Tenant shall pay Landlord's costs
for making such repairs upon presentation of a xxxx therefor as additional rent.
Landlord shall maintain the exterior and roof of the leased premises, but shall
not be liable to Tenant or any other persons or parties for any loss occasioned
by Landlord's failure to perform such maintenance unless Landlord fails to
perform such maintenance within a reasonable time after receiving a specific
written request from Tenant to do so. Tenant shall provide and maintain two (2)
five pound ABC rated fire extinguishers at each end of the leased space; or as
otherwise required by the insurance inspector or fire department. The use of
salt is prohibited since it causes severe surface damage. Kitty litter or sand
provides better traction.
10. INSURANCE. Tenant shall, during the entire term of this Lease
Agreement, keep in full force and effect policies of public liability and
property damage insurance with respect to the leased premises, all signage, and
the business operated by Tenant and any subtenants of Tenant in the leased
premises, in which the limits of public liability shall not be less than ONE
MILLION DOLLARS ($1,000,000) per Occurrence and ONE MILLION DOLLARS ($1,000,000)
in General Aggregate and in which the fire damage liability shall not be less
than ONE HUNDRED THOUSAND DOLLARS ($100,000). The policy shall name Landlord,
any person, firms or corporations designated by Landlord, and Tenants as
insureds, and shall contain a clause that the insuror will not cancel or change
the insurance without first giving Landlord ten (10) days prior written notice.
The insurance shall be with an insurance company approved by Landlord and a copy
of the policy or a certificate of the insurance shall be delivered to the
Landlord.
11. WAIVER OF SUBROGATION. All policies of insurance pertaining to the
leased premises and its contents shall be endorsed to provide that the insurance
company may not subrogate with respect to insurance carried by Landlord against
Tenant and with respect to insurance carried by Tenant against Landlord, it
being agreed that neither Tenant nor Tenant's insurance company or companies
shall have any right of action against Landlord for any loss or damage to
Tenant's property in or about the leased premises which loss or damage is, in
fact, covered by insurance carried by Tenant, and that neither Landlord nor
Landlord's insurance company or companies shall have any right of recovery
against Tenant for any loss or damage to Landlord's property in or upon the
leased premises, which loss or damage is, in fact, covered by insurance carried
by Landlord.
12. INDEMNIFICATION OF LANDLORD. Tenant will indemnify Landlord and
save it harmless from and against any and all claims, actions, damages,
liability
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and expenses in connection with personal injury or damage to property arising
from or out of any occurrence in, upon or at the leased premises.
13. JANITORIAL, UTILITIES AND TAXES. Tenant shall be solely responsible
for and promptly pay all charges for janitorial service, and heat, gas and
electricity, or any other utility used or consumed in the leased premises.
Tenant shall be responsible for any hookup or connection charges, such as
utilities, and shall be responsible for any disconnect or reconnect charges,
such as those resulting from severance of services. Tenant shall also be solely
responsible for and promptly pay all personal property taxes, which may be
levied or assessed by any lawful authority against the leased premises or any of
the contents therein.
14. GOVERNMENTAL REGULATIONS. Tenant shall, at Tenant's sole cost and
expense, comply with all the requirements of county, municipal, state, federal
and all other applicable governmental authorities now in force, or which may
hereafter be in force, pertaining to said leased premises, and shall faithfully
observe in the use of the leased premises all municipal and county ordinances
and state and federal statutes now in force or which may hereafter be in force.
15. DAMAGE OR DESTRUCTION OF LEASED PREMISES. In the event that the
leased premises is destroyed or damaged, so as to be unfit for ordinary
occupancy and use by fire, storm, explosion, earthquake or other casualty, so as
not to be capable of being economically rebuilt or restored within six months,
then this Lease shall be automatically terminated. Otherwise, Landlord shall
proceed with due diligence to restore the premises within such six month period,
in which case there shall be an abatement and apportionment of the rent until
the premises are restored. In the event Landlord determines that the premises
cannot be rebuilt or restored under the six month provision herein, then it
shall give written notice of this decision to Tenant within thirty (30) days
from the date of the happening of such casualty.
16. CONDEMNATION OF LEASED PREMISES. If more than fifty percent (50%)
of the demised building or the parking area shall be appropriated and taken for
any public use by virtue of eminent domain or condemnation proceedings, Tenant,
upon such taking, shall have the right to terminate this lease by written notice
to Landlord given within fifteen (15) days of such taking, and rental shall be
paid only to the time that such taking occurs or Tenant surrenders possession of
the leased premises to Landlord, whichever be the later event; or, in the event
of partial appropriation as aforesaid, Tenant may elect to continue in
possession of that part of the leased premises not so appropriated with all
terms and conditions of this Lease remaining applicable. By remaining in
possession of the leased premises for as much as ninety (90) days after such
taking, Tenant shall be deemed to have waived all such right to terminate even
though such notice of termination may have been given to Landlord.
17. LANDLORD'S AND TENANT'S DAMAGES. In the event of any condemnation
or taking aforesaid, whether whole or partial, Tenant shall not be entitled to
any part of the award paid for such condemnation and Landlord is to receive the
full amount of such award, Tenant hereby expressly waiving any right or claim to
any part thereof. Although all damages in the event of any condemnation are to
belong to Landlord, whether such damages are awarded as compensation for
diminution in value of the leasehold or to the fee of the leased premises,
Tenant shall have the right to claim and recover from the condemning authority,
but not from Landlord, such compensation as may be separately awarded or
recoverable by Tenant in Tenant's own right on account of any cost or loss to
which Tenant might be put in relocating the business or moving Tenant's
merchandise, furniture, fixtures, leasehold improvements and equipment.
18. INCREASES IN REAL ESTATE TAR AND INSURANCE PREMIUMS. Tenant shall
reimburse Landlord for Tenant's share of any increase in the amount of real
estate taxes assessed against the building after the first year of full
assessment 1990, and any increase in the insurance premium paid by Landlord for
liability insurance or insurance maintained by Landlord within a ninety percent
(90%) co-insurance clause for full replacement value on the building after
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1989. Tenant's share will be included with the common area maintenance charges
and shall be a fraction of any such increases, the numerator of which fraction
shall be the area of the leased premises and the denominator of which shall be
the total area of leasable floor space in the building including the leased
premises.
19. DEFAULT OF THE TENANT. In the event of any failure by Tenant to pay
any rental due hereunder within five (5) days after the same shall be due, or
any failure to perform any other of the terms, conditions or covenants of this
Lease to be observed or performed by Tenant for more than five (5) days after
written notice of such default shall have been given to Tenant, then Landlord,
in addition to other rights and remedies it may have, shall have the immediate
rights to accelerate all rentals due hereunder, and of re-entry and may remove
all persons and property from the leased premises without service of notice or
resort to legal process and without being deemed guilty of trespass or becoming
liable for any loss or damage which may be occasioned thereby. Further provided
that all property of Tenant which may be at any time during the term of this
lease in or upon said leased premises, whether exempt from execution or not,
shall be bound by and subject to a lien for the payment of the rent herein
reserved and for any damages arising from any breach by Tenant of any of the
covenants of agreements of this lease to be by him performed. Landlord may take
possession of said property or any part or parts thereof and sell or cause the
same to be sold at public or private sale, with or without notice, to the
highest bidder for cash, and apply the proceeds of said sale toward the costs
thereof and then toward the debt and/or damages as aforesaid. Should Landlord at
any time terminate this Lease for any breach, in addition to any other remedies
it may have, it may recover from tenant all damages it may incur by reason of
such breach. Tenant further agrees to indemnify Landlord for any and all costs
and expenses, including reasonable and customary attorney fees, incurred by
Landlord in any lawsuit against Tenant to enforce the terms of this Lease.
20. RIGHT OF ENTRY. Landlord or Landlord's agents shall have the right
to enter the leased premises at all reasonable times to examine the same, and to
show them to prospective purchasers or lessees of the building, and to make such
repairs, alterations, improvements or additions as the Landlord may deem
desirable.
21. LANDLORD'S COVENANT. Upon payment by Tenant of the rents herein
provided, and upon the observance and performance of all covenants, terms and
conditions on Tenant's part to be observed and performed, Tenant shall peaceably
and quietly hold and enjoy the leased premises for the term hereby demised
without hindrance or interruption by Landlord or any other person or persons
lawfully or equitably claiming by, through or under the Landlord, subject
nevertheless, to the terms and conditions of this Lease.
22. NOTICES. All notices, request and other communications hereunder
shall be in writing and shall be deemed to be duly given if delivered or
deposited in the United States Mail, first class postage prepaid, certified or
registered, return receipt requested to Landlord at the address noted on page
one; and to the Tenant at the address of the leased premises or that provided on
page one of this Lease Agreement. Each party may, from time to time, designate a
different address by notice given in conformity with this paragraph. The date of
receipt as indicated on the United States Postal return receipt, or in the case
of first class delivery three days after mailing, shall be the commencement date
for calculating any time periods associated with the giving of notice hereunder.
23. AMENDMENTS. It is acknowledged that the covenants and obligations
herein contained are the full and complete terms of this Lease Agreement, and no
alterations, amendments or changes to such terms shall be binding unless first
reduced to writing and executed with the same formality as this Lease Agreement.
This provision shall not apply to changes of address for forwarding or notice or
rental payments.
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24. HEADINGS. The headings hereof are intended as guides only and shall not be
construed no having may legal effect.
25. HEIRS, SUCCESSORS AND ASSIGNS. Each arid every obligation contained
in this Lease Agreement shall be jointly and severally binding upon the
respective parties, their heirs, legal representatives, successors and assigns.
26. OFFER. Preparation of this Lease by either party and submission of
same to the other party shall not be deemed an offer to lease. This Lease is not
intended to be binding until executed by all Parties hereto.
27. SIGNATURE. The undersigned declares that he/she has the authority
to execute this agreement. Limited Liability Companies/Partnerships must provide
signatures of all members if member managed, and all managers if manager managed
with a resolution signed by all members authorizing the manager to sign.
Provided the operating Agreement on 11/9/00. JB
IN WITNESS WHEREOF, the parties have caused these presents to be
executed as of the day and year first above written.
LANDLORD TENANT
211 Union, LLC
By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxx Xxxxx
-------------------------- ---------------------------
Xxxxxx X. Xxxxxxx, Member Printed name: Xxx Xxxxx
Title: CEO
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