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EXHIBIT 10.11
LEASE AGREEMENT
THE STATE OF TEXAS |
| KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF XXXXXX |
This Lease Agreement, made and entered into by and between T. T.
XXXXXXX, an individual and citizen of the State of Texas with his offices in
Houston, Texas, hereinafter referred to as "Lessor", and Horizon High Reach &
Equipment Company, a California Corporation, whose address is 0000 Xxxx Xxxx
Xxx. Xxxxx 000, Xxxxxx, Xxxxxxxxxx, 00000, hereinafter referred to as "Lessee";
W I T N E S E T H:
Lessor hereby leases to Lessee, and Lessee hereby takes from Lessor;
the following described premises, to-wit:
Consisting of approximately Four thousand (4,000) square feet of
office space and Nine thousand (9,000) square feet of warehouse space
of a building located at 0000 Xxxxxx Xxxx, Xxxxxxxx 0, Xxxxx X,
Xxxxxxx, Xxxxx 00000. Also, approximately Thirty-Three thousand
(33,000) square feet of outside hard surface storage. Mailing address
will be 0000 Xxxxxx Xxxx, Xxxxx X, Xxxxxxx, Xxxxx 00000. Address for
utility purposes is 0000 Xxxxxx Xxxx, Xxxxx X, Xxxxxxx, Xxxxx 00000.
TO HAVE AND TO HOLD the same for an initial term of Thirty-Six (36)
months, commencing on November 1, 1995, and ending on October 31, 1998, upon
the following covenants, terms and conditions.
l.a. Rent. Lessee agrees to pay Lessor rent for said premises at
the rate of Fifty-four Thousand and Nine Hundred Dollars ($54.900.00) per year,
payable in monthly installments of Four thousand five hundred seventy-five
($4.575.00) each for Thirty-Six (36) months. The first month's rent shall be
due and payable at the execution hereof and a like monthly installment shall be
due and payable at the execution hereof and a like monthly installment shall be
due and payable on or before the first of each succeeding calendar month during
the term hereof.
l.b. Late Fee. If received after the third day of the month a
Twenty-five Dollar ($25.00) late charge will apply and must be paid with the
base rent no later than the tenth day of the month.
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1.c. Maintenance Fee. A maintenance fee of Zero Dollars ($00.00)
a month is assessed to all tenants in addition to the above rent and is to be
paid at the same time as the rent.
2. Use. The demised premises shall be used and occupied only for
the following purpose and not otherwise:
General offices and storage of related equipment rental and sales
purposes.
Lessee shall at its own cost and expense obtain any and all licenses
and permits necessary for such use.
3. Additional Rent. Lessee agrees to pay as additional rent its
proportionate share of the amount by which the Real Estate Taxes payable with
respect to the Leased Premises are increased for any reason whatsoever during
the term of this Lease over those Real Estate Taxes with respect to the Leased
Premises payable the year prior. Lessor shall submit to Lessee within a
reasonable time after payment of the Real Estate Taxes the amount owed by the
Lessee pursuant to the terms of this Paragraph, and the Lessee shall thereupon
pay such amounts to the Lessor.
4. Compliance with Laws. Lessee shall comply with all
governmental laws, ordinances, and regulations applicable to the use of the
demised premises, and shall promptly comply with all governmental orders and
directives for the correction, prevention, and abatement of nuisances in or
upon or connected with the demised premises, all at Lessee's sole expense. If,
however, existing laws change and prohibit Lessee from performing the use
outlined in Paragraph 2, lease will terminate with no addition cost to Lessee.
5.a. Utilities. Lessee agrees to pay for all electric current and
other utilities used or consumed in or on demised property when due and
payable.
5.b. Sewer. Lessee is hereby notified that the premises are
serviced by a septic system, and therefore, no contaminants shall be disposed
of in the system or stored on the premises which are harmful to the
environment.
5.c. Water. Lessor is providing water for cleaning and sanitary
purposes only. Drinking water is the Lessee's responsibility.
6. Lessee's Maintenance. Lessee shall throughout the term of
this Lease, or any renewal or extension thereof, take
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good care of the building and other improvements located upon the demised
premises, and keep them free from waste or nuisance of any kind. Lessee shall
keep the building and other improvements located on the demised premises in
good condition. In the event repairs become necessary, including but not
limited to, repairs of all glass, and special store front, windows, doors,
heating system, plumbing work, pipes and fixtures, air conditioning equipment,
and the interior of the building generally and other improvements on the
premises outside the building, Lessee shall give immediate written notice
thereof to Lessor and Lessor shall proceed promptly to repair such damage at
Lessee's expense. Lessee agrees to care for the grounds around the building
including the mowing of grass, if applicable. Lessee will be responsible for
maintaining the parking surface in good condition. In this connection, Lessee
shall not be obligated to repair any damage caused by fire, tornado or other
casualty covered by the Texas standard form of extended coverage insurance
policy. Lessor agrees to afford to Lessee the Benefit of any guaranties or
warranties of third parties which may be applicable to air conditioning
equipment and other machinery and equipment installed by Lessor in the demised
premises. At the end or other termination of this Lease, Lessee shall deliver
up the demised premises with all improvements located thereon, in good repair
and condition, reasonable wear and tear and damage by fire, tornado and other
casualty only expected.
7. Changes and Alterations. Lessee shall not create any openings
in the roof or exterior walls, nor shall Lessee make any alterations,
additions, or improvements to the demised premises without the prior written
consent of Lessor (such consent not to be unreasonably withheld). All
fixtures, alterations, additions and improvements (except trade fixtures) put
in at the expense of Lessee shall be the property of Lessor and shall remain
upon and be surrendered with the demised premises as a part thereof at the
termination of this Lease. All air-conditioning equipment and heating
equipment put in by Lessee shall remain the property of Lessor at the
termination of the Lease. All burglar alarm equipment shall remain with the
premises.
8. Signs. Lessor shall erect and maintain signs; provided that
the lettering materials if changed, shall be at the expense of the Lessee. At
the termination of the Lease, Lessor may remove said signs without the consent
of Lessee.
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9. Compliance with Insurance Requirements and Insurance
Escalation. Lessor will maintain insurance coverage on the building proper.
Lessee will maintain insurance in amounts outlined in Paragraph 11. Lessee
will not permit the demised premises to be used for any purpose which would
render the insurance thereon void or the insurance risk more hazardous or cause
the rate to be increased. Lessee agrees to pay, its pro-rate share, as
additional rent, any increase in insurance premiums for the insurance carried
by Lessor covering the demised premises after the first lease year, which
payment shall be due thirty (30) days after Lessee pays such increase amount.
10. Indemnity and Hold Harmless. Lessee hereby covenants as
follows: to indemnify and save harmless the Lessor of and from any and all
fines, suits, claims, demands and actions of any kind by reason of any breach,
violation or non-performance of any condition hereof on the part of Lessee;
Lessor shall not be liable for any injury or damage to person or property
happening in or about the demised premises, and Lessee agrees to indemnify and
save harmless Lessor from any and all damages, claims and liability therefore
and Lessee shall indemnify and hold harmless Lessor of and from any and all
damages, claims or liability for anything arising from or out of the condition
of the demised premises or the occupancy thereof by Lessee. At all times after
taking possession of the demised premises, Lessee shall carry liability and
property damage insurance for the protection and indemnification and defense of
itself and Lessor against any and all liability claims, demands and causes of
action that may be asserted against it or arising from the use, maintenance and
operation of the demised premises during the term of this Lease or any renewal
or extension hereof.
11. Insurance. Lessee obligates itself to have the company or
agency issuing such policy certify to Lessor as to the policy and its coverage
of Lessor, as well as its expiration date. The policy limits shall not be less
than $300,000.00 for injury to more than one person in any one accident, and
not less than $50,000.00 for damage to property in any one accident.
12. Assignment and Subletting. Lessee shall not assign this Lease
or sublet the whole or any part of the demised premises, without the prior
written consent of Lessor, which consent will not be reasonably withheld. Any
such assignment or subletting shall be subject to all of the terms and
provisions of this Lease, including the provisions of Paragraph 2 relating to
the use of the demised premises. Notwithstanding any such assignment or
subletting, Lessee shall at all times remain fully responsible and liable for
the payment of the rent herein specified and for compliance with all of its
other obligations under
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the terms, provisions, and covenants of this Lease. If an "event of default"
as hereinafter defined, should occur while the demised premises or any part
thereof are then assigned or sublet, Lessor, in addition to any remedies herein
provided by law, may at its option collect directly from such assignee or
sub-lessee all rents becoming due to Lessee under such assignment or sub-lease
and apply such rent against any sums due to Lessor by Lessee hereunder. No
direct collection by Lessor from any such assignee or sub-lessee shall be
construed to constitute a novation or release of Lessee from the further
performance of its obligations hereunder.
13. Taxes. Lessor agrees to pay before they become delinquent all
real estate taxes and special assessments lawfully levied or assessed against
the above described premises or any part thereof owned by Lessor, provided
however, Lessor may, at its sole cost and expense dispute and contest the same,
and in such case, such disputed item need not be paid until finally adjudged to
be valid.
14. Lessor's Maintenance. Lessor shall at all times at its sole
cost and expense keep the roof, foundation and exterior walls (excluding all
windows and doors) of the building of which the demised premises forms a part
in good repair and condition, except for reasonable wear and tear. In the
event any damage is caused by the negligence of Lessee or its agents, servants,
employees, customers or invitees, Lessee shall give immediate written notice
thereof to Lessor, and same shall be promptly repaired by Lessor at Lessee's
expense. In the event that the aforesaid building should become in need of
structural repairs (for reason other than the negligence of Lessee as stated
above), Lessee shall give immediate written notice thereof to Lessor, and
Lessor shall proceed promptly to make such repairs at its own expense.
15. Lessor's Right of Entry. Lessor and Lessor's agents and
representatives shall have the right to enter and inspect the demised premises
at any time, normally during business hours, for the purpose of ascertaining
the condition of the demised premises or in order to make such repairs as may
be required to be made by Lessor under the terms of this Lease.
16. Fire and Casualty Damage. In the event the demised premises
or the building of which the same is a part, shall be partially damaged by fire
or the elements, through no fault of Lessee or its agents, servants, employees,
customers or invitees, Lessee shall give immediate notice thereof to Lessor,
and the same shall be repaired at the expense of the Lessor as soon as
reasonably possible. In this connection, due allowance
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shall be made for any delay arising in connection with the adjustment of
insurance losses, labor disputes, material shortages, or other causes beyond
the reasonable control of Lessor. Further, if such damage is caused through no
fault of Lessee or its agents, servants, employees, customers or invitees,
Lessee shall receive an abatement of rent proportionate to the damage to the
demised premises, and in the event that the damage shall be so extensive as to
render the demised premises untenable, the rent shall cease until such time as
the demised premises shall again be put in repair. In the event the building
is damaged by fire or otherwise, without fault or neglect of Lessee or its
agents, servants, employees, customers or invitees, to such an extent as to
render it necessary in the sole judgment of Lessor to rebuild the same (and
whether or not the demised premises be affected) then Lessor, at its option,
and upon notice to Lessee within thirty (30) days after such damage, may
either: (1) cancel and terminate this Lease and apportion the rental to the
date of such damage; or (b) rebuild the demised premises and continue the Lease
during the balance of the term, abating the rent until such time as the demised
premises shall be tenable.
17. Holding Over by Lessee. It is agreed and understood that any
holding over by Lessee of the hereby demised premises at the expiration of this
Lease shall operate and be construed as a tenancy from month-to-month at a
rental of double the amount stipulated for the last month of the Lease, unless
Lessor and Lessee agree in writing otherwise, Lessee shall be liable to Lessor
for all loss or damage on account of any such holding over against Lessor's
will after the termination of this Lease, whether such loss or damage may be
contemplated at this time or not.
18. Condemnation. If the demised premises shall be taken or
condemned in whole or in part for public purposes, and such condemnation
affects that portion of the premises which Lessee occupies rendering it
impossible for Lessee to carry on its uses then this Lease shall be considered
terminated and Lessor shall receive the entire award for the portion condemned.
19. Remedies. The following events shall be deemed to be events
of default by Lessee under this Lease:
(1) Lessee shall fail to pay promptly any installment of the
rent hereby reserved and such failure shall continue for a period of ten (10)
days.
(2) Lessee shall fail to comply with any term, provision, or
covenant of this Lease, other than the payment of
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rent, and shall not cure any failure within thirty (30) days after written
notice thereof to Lessee.
(3) Lessee shall become insolvent, or shall make a transfer in
fraud of creditors, or shall make an assignment for the benefit of creditors.
(4) Lessee shall file a petition under any section or chapter
of the National Bankruptcy Act, as amended, or under any similar law or statute
of the United States or any State thereof; or Lessee shall be adjudged bankrupt
or insolvent in proceedings filed against Lessee thereunder.
(5) A receiver or trustee shall be appointed for all or
substantially all of the assets of Lessee.
(6) Lessee shall desert or vacate any substantial portion of
the demised premises.
Upon the occurrence of any of such events or default, Lessor shall have the
option to pursue any one or more of the following remedies without any notice
or demand whatsoever:
A. Terminate the Lease, in which event Lessee shall immediately
surrender the demised premises to Lessor, and if Lessee fails so to do, Lessor
may, without prejudice to any other remedy which he may have for possession or
arrearages in rent, enter upon and take possession of the demised premises and
expel or remove Lessee and any other person who may be occupying the demised
premises or any part thereof, by force if necessary, without being liable for
prosecution or any claim of damages therefor; and Lessee agrees to pay to
Lessor on demand the amount of all loss and damage which Lessor may suffer by
reason of such termination, whether through inability to relet the demised
premises on satisfactory terms or otherwise.
B. Enter upon and take possession of the demised premises and
expel or remove Lessee and any other person who may be occupying the demised
premises or any part thereof, by force if necessary, without being liable for
prosecution or any claim for damages therefor and relet the premises and
receive the rent therefor; and Lessee agrees to pay to Lessor on demand any
deficiency that may arise by reason of such reletting.
C. Enter upon the demised premises by force if necessary without
being liable for prosecution or any claim for damages therefor and do whatever
Lessee is obligated to do under the terms of this Lease, and Lessee agrees to
reimburse Lessor on demand for any expenses which Lessor may incur in thus
effecting
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compliance with Lessee's obligations under this Lease, and Lessee further
agrees that Lessor shall not be liable for any damages resulting to the Lessee
from such action, whether caused by the negligence of Lessor or otherwise.
Pursuit of any of the foregoing remedies shall not preclude pursuit of any of
the other remedies herein provided or any other remedies provided by law, nor
shall pursuit of any remedy herein provided constitute a forfeiture or waiver
of any rent due to Lessor hereunder or of any damages occurring to Lessor by
reason of the violation of any of the terms, provisions and covenants herein
contained. Failure by Lessor to enforce one or more of the remedies herein
provided upon an event of default shall not be deemed or construed to
constitute a waiver of such default, or of any other violation or breach of any
of the terms, provisions, and covenants herein contained.
20. Attorney's Fees. If on account of any breach of default by
Lessee in Lessee's obligations under the terms and conditions of this Lease, it
shall be come necessary for Lessor to employ an attorney to enforce or defend
any of Lessor's rights or remedies hereunder, Lessee agrees to pay any
reasonable attorney's fees incurred by Lessor in such connection. Should there
be a default on the part of Lessor, Lessee has the rights as Lessor herein
stated.
21. Warranty of Peaceful Possession and Subordination. Lessor
covenants, warrants and represents that it has full right and power to execute
and perform this Lease and to grant the estate demised herein and that Lessee,
on payment of the rent herein reserved and performing the covenants and
agreements herein contained, shall peaceably and quietly have, hold and enjoy
the demised premises during the full term of this Lease and any extension or
renewal hereof; provided, however, that Lessee accepts this Lease subject and
subordinate to any mortgage, deed of trust, or other lien presently existing
upon the demised premises. Lessor is hereby irrevocably vested with the full
power and authority in subordinate Lessee's interest hereunder to any recorded
mortgage, deed of trust, or other lien hereafter placed on the demised
premises, and Lessee agrees upon demand to execute such further instruments
subordinating this Lease as Lessor may request, provided such further
subordination shall be upon the express condition that this Lease shall be
recognized by the mortgagee or lienholder and that the rights of Lessee shall
remain in full force and effect during the term of the Lease so long as Lessee
shall continue to perform all of the covenants and conditions of this Lease.
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22. Interest and Costs. In the event that the Lessor shall make
any expenditures for which the Lessee is responsible, or which the Lessee
should make then the amount thereof together with the interest at the rate of
twelve percent (12%) per annum, and costs, may at the Lessor's election, be
added to and be deemed a part of the installment of rent next falling due.
23. Use and Care of Premises. Lessee agrees that it and all
employees employed by it and associated with its business shall use only the
area designated on Exhibit "A" attached hereto or as designated by Lessor.
Lessee shall see that all trash and refuse be deposited in neat and adequate
containers, or in a neat and orderly manner where containers are impracticable
and removed frequently.
24. Security Deposit. As addition security to Lessor for
performance by Lessee of the terms, conditions and covenants herein contained,
Lessee is concurrently with the execution of this Lease, depositing with the
Lessor the sum of Three thousand three hundred ($3,300.00). It is expressly
agreed however, that upon the occurrence of any event of default hereunder, any
or all of such deposit may be applied by Lessor to the satisfaction of any
amounts owed to Lessor by reason of such event of default, whereupon Lessee
agrees to immediately pay to Lessor such amount so paid by Lessor in order to
have a deposit at all times an amount equal to the security deposit stated
above.
25. Notice. Each provision of this instrument or of any
applicable governmental laws, ordinance, regulations and other requirements
with reference to the sending, mailing or delivery of any notice or with
reference to the making of any payment by Lessee to Lessor shall be assumed to
be complied with when and if the following steps are taken:
A. All rent and other payments required to be made by Lessee to
Lessor hereunder shall be payable to Lessor at the Lessor's principal office at
0000 Xxxxxx Xxxx, Xxxxxxx, Xxxxx 00000.
B. Any notice or document required or permitted to be delivered
hereunder shall be deemed to be delivered whether actually received or not when
deposited in the United States mail, proper postage prepaid, certified mail,
return receipt requested, addressed to the parties hereto at the respective
addresses set out opposite their names below or at such other address as they
have heretofore specified by written notice delivered in accordance
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LESSOR: LESSEE:
T. T. Xxxxxxx Horizon High Reach & Equipment Company
0000 Xxxxxx Xxxx 0000 Xxxx Xxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx Xxxxxx, Xxxxxxxxxx 00000
(000) 000-0000
26. Personal Pronouns. Words of any gender used in this Lease
shall be held and construed to include any other gender, and words in the
singular number shall be held to include the plural, unless the context
otherwise requires.
27. Effect of Lease. The terms, provisions and covenants and
conditions contained in this Lease shall apply to, inure to the benefit of, and
be binding upon the parties hereto and their respective heirs, executors,
administrators, successors in interest, assigns and legal representatives
except as otherwise herein expressly provided. All rights, powers, privileges,
immunities and duties of Lessor under this Lease, including but not limited to
any notices required or permitted to be delivered by Lessor to Lessee
hereunder, may at Lessor's option, be exercised or performed by Lessor's agent
or attorney.
28. Option to Renew Lease. Lessee has the option to renew this
lease for like period upon giving Lessor ninety (90) days written notice. Such
option shall be accepted by Lessor with thirty (30) days of receiving notice or
be subject to negotiation
29. Pets. No pets will be allowed without prior approval from
"Lessor".
30. Special Provisions. Paragraph 11 must be complied with.
IN WITNESS WHEREOF the parties have executed the foregoing Lease
Contract in duplicate, each signed copy of which shall be
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deemed to be an original for all purposes, on this the _________ day _________
of _______________, 19____.
WITNESS the signatures and seals of the above parties the day and year
first written.
LESSEE: LESSOR:
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Horizon High Reach & Equipment T. T. Xxxxxxx
Company
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President
___________________________________
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Schedule "A"
[siteplan]
0000 Xxxxxx, Xxxxxxxx 0___, Xxxxx X __, Xxxxxxx, Xxxxx 00000
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