Exhibit 10.11
LEASE CONTRACT
GREATER FORT WORTH BOARD OF REALTORS, INC
LEASE AGREEMENT
This Lease Agreement, made and entered into by and between
LANDLORD Continental Properties Joint Venture #5
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Hereinafter referred to as "Landlord", and
TENANT Lanstar Semiconductor, Inc.
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Hereinafter referred to as "Tenant"
PREMISES 1. WITNESSETH: That Landlord in consideration of the covenants and
agreements to be performed by Tenant and upon the terms and
conditions hereinafter stated does hereby lease, demise and let
unto Tenant certain office space in the Corporate East Building
located at ▇▇▇▇ ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Texas, known as
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Addendum "A" and containing the floor area indicated on said
Addendum "A".
TERM For a term of 36 months, commencing on the 1st day of December
1996 and ending on the 30th day of November 1999
USE 2. The leased premises shall be used for no other purpose than
GENERAL OFFICE
Tenant shall not perform or carry on any practices which may injure the
building or be a it nuisance to other tenants in the building, or use the
premises for any business or purpose which is unlawful or violative of any
public or city ordinances.
RENT 3. Tenant agrees to pay to the Principal Realtor or to whomever the
Landlord designates in writing at ▇▇▇▇ ▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, for the account of Landlord rent for said
premises at the rate of two thousand four hundred fifteen Dollars
($2415.00) per month in advance. One such monthly installment
shall be due and payable on or before (the commencement date of
this lease as set forth in paragraph I above, and a like monthly
installment shall be due and payable on or before the same day of
each succeeding calendar month during the term hereof. With the
execution of this Lease, Tenant does hereby pay and deliver to
Principal Realtor the sum of four thousand eight hundred thirty
Dollars ($4830.00) the receipt of which is hereby acknowledged by
Principal Realtors, said sum to be applied to the first and last
months of the term Lease.
last month's payment has been credited from previous payments
POSSESSION 4. In the event the leased premises have been constructed and
completed at the time this Lease is executed, the Tenant shall
accept and occupy the same in "as is" condition except as may
be provided in an Addendum if any, attached hereto and signed
by Landlord and Tenant. If the leased premises have not been
completed at the time this lease is executed, the construction
and completion by the landlord or same shall be performed in
accordance with the terms and provisions of an Addendum
attached hereto and signed by Landlord and Tenant.
MAINTENANCE 5a. Landlord shall at this expense maintain only the root,
foundation, underground pipes, all outside plumbing, common
building corridors, stairways and common building facilities
and the structural soundness of the exterior walls of the
building in good repair and condition, except for reasonable
wear and tear. Landlord be responsible for replacement of
windows and side lights unless the breakage or damage results
from negligence or intentional act of Tenant or Tenant's
employees, agents, guests, or invitees. Landlord shall not be
responsible or liable to Tenant for interruption of building
services or for interference with Tenants use and occupancy due
to building pairs. Tenant shall give immediate written notice
to Landlord of the need for repairs or corrections and Landlord
shall proceed promptly to make such repairs or Corrections.
MAINTENANCE 5b. Tenant shall at all times maintain the interior of the DEMISED
premises and all facilities therein in BY good condition and
repair and Tenant shall commit no waste or damage to said
premises. In the event Tenant should neglect to maintain the
demised premises, Landlord shall have the right but not the
obligation to cause repairs or corrections to be made and any
reasonable cost, therefor shall be payable by Tenant to
Landlord as additional rental on the next rental installment
date. Upon termination of this Lease, Tenant Shall deliver up
the demised premises in good repair and condition, reasonable
wear and tear, and damage by fire, windstorm or other casualty
only excepted. Tenant shall repair any damage caused by
Tenant's negligence or default hereunder, or negligence of
Tenant's invitees, employees or customers.
SERVICES 6. Landlord agrees to furnish Tenant while occupying the l
premises the allowing services In the manner and to the extent
deemed by Landlord to be standard.
(a) Water, at those points of supply provided for general use
of tenants.
(b) Electric service
(c) Heated and refrigerated air conditioning in Season, service
on Sunday and holidays to be optional part of Landlord.
(d) Janitorial cleaning service
(e) Electric lighting for public areas and special service
areas of the building.
Failure to any extent to furnish or any stoppage of these
defined services, resulting from causes beyond control of
landlord or from any cause, shall not render Landlord liable in
any respect for damages to either person or property nor be
construed as an eviction of Tenant or work in abatement of
rent, nor relieve Tenant from fulfillment of any covenant or
agreement hereof. Should any equipment or machinery breakdown,
or for any cause cease to function properly, Landlord shall use
reasonable diligence to repair same Promptly, but Tenant shall
have no claim for a late of rent or damages on account of any
interruptions in marvel cc occasioned thereby or resulting
therefrom.
SIGNS 7. Tenant shall not erect or install any exterior at interior
sips of advertising media or window or door lettering in, to,
or on said premises, or introduce any electric apparatus,
wires of plumbing therein without the prior written consent of
the Landlord.
ALTERATIONS a. Tenant shall not create any openings in the roof or exterior
walls, nor make any alterations, additions, or improvements to
the demised premises without prior written consent of
Landlord. Consent for non-structural alterations, or
improvements shall not be unreasonably withhold by Landlord.
All fixtures including floor coverings and heating and air
conditioning units, all electrical apparatus, and all
alterations, additions and improvements except trade fixtures,
installed at the expense of the Tenant shall be the property
of the Landlord and shall remain upon and be surrendered with
the demised promises as a part thereof at the termination of
this Lease.
LIABILITIES 9 (a) Personal Injuries. Landlord shall not be liable or responsible
for any injury death or inconvenience to Tenant or to Tenant's
employees, agents, invitees or guests, that may occur in or on
the building, the parking garage, or the land on which same
are located unless resulting solely from the negligence of
Landlord, its employees, or agents. Tenant agrees to indemnify
and save the Landlord harmless of and from any liability,
responsibility, costs and expenses that may be occasioned by
or result from any such occurrence as a result of the
negligence of Tenant, his employees or agents.
(b) Damages to Contents of Leased Premises. All of Tenant's
personal property and trade fixtures in or upon the leased
premises and all personal property of Tenant's employees,
agents, invitees or guests, in or upon the leased premises
shall be at the sole risk Tenant, and Landlord shall not be
responsible to Tenant or any other party for damages to or
loss thereof whether same may occur from theft, fire, water,
bursting or leaking pipes, collapse or otherwise, even if
caused by the negligence of Landlord, its employees or agents.
(c) Waiver of Subrogation. Both of the parties hereto agrees that
it will obtain from any insurance carrier with which it
carries fire or extended coverage policies covering any of its
property or improvements a waiver of subrogation rights as
against the other party to this Lease.
INSURANCE 10. Tenant shall not keep anything upon the premises, or do
anything in or about the Premises except the usage specified
herein which will increase the rates for fire and standard
extended coverage Insurance upon the building or buildings
which are a part of the leased promises. Tenant agrees to pay
on demand any increase in insurance premiums that may be
charged to landlord during the term of this Lease resulting
from deviation, from the usage specified herein or from any
other cause within Tenant's control.
ASSIGNMENT 11. Tenant shall not assign this agreement or sublet the premises,
or any part thereof without the consent of the Landlord in
writing; which consent Landlord agrees it will not
unreasonably withhold, but no assignment subletting shall
release Tenant from any obligations hereunder.
DAMAGE TO 12. In the event the demised premises or any part of the building
PREMISES premises or any part of the building used in common with other
Tenant's which directly affects Tenant's use of its demised
premises are partially damaged or destroyed or rendered
partially unfit for occupancy by fire, tornado or other
casualty, Tenant shall give immediate notice to Landlord, who
shall thereupon at his expense repair the damage and restore
the premises to substantially the condition in which they were
immediately prior to the happening of the casualty, and
landlord shall allow Tenant a fair diminution of rent during
the time the premises are partially unfit for occupancy
however, If the demised premises are totally destroyed or
deemed by the landlord to be rendered wholly unfit for
occupancy by fire, tornado of other casualty, or if the
Landlord shall decide not to repair or rebuild , this Lease
shall terminate and the rent shall be paid to the time of such
destruction of casualty.
BANKRUPTCY 13. In the event that the Tenant shall become bankrupt or shall
make a voluntary assignment for benefit of creditors, or in
the event that a receiver of all or substantially all of the
assets of the Tenant shall be appointed, then, at the option
of the Landlord and upon five ( 5) days notice to the Tenant
of the exercise of such option, this Lease shall terminate.
DEFAULT OF 14. In case of default in any of the covenants herein, or If
Tenant abandons the premises, the Landlord may enforce the
performance of the Lease in any modes provided by law, and
this Lease may be forfeited at Landlord's discretion. if such
default continue for a period of five days after Landlord
notifies said Tenant in writing of such default and his
intention to declare the Lease forfeited; such notice to be
sent by the Landlord by mail or otherwise to the demised
premises; and thereupon (unless the Tenant shall have
completely removed or cured said default) this Lease shall
cease and come to an end as it that were the day originally
fixed herein for the expiration of the term hereof, end
Landlord's agent or attorney shall have the right, without
further notice or demand, to re-enter and remove all persons
and Tenant's property therefrom without being deemed guilty of
any manner of trespass, and without prejudice to any remedies
for arrears of rent or breach of covenant; or Landlord's agent
or attorney may resume Possession of the Premises and re-let
the same for the remainder of the term at the best rent said
agent or attorney may obtain for account of the Tenant, who
shall make good any deficiency; and Landlord shall have a lien
as security for the rent aforesaid upon all goods, wares,
chattels, implements, fixtures, furniture, tools and other
personal property which are or may be put on the demised
premises; If, on account of breach or default by Tenant of any
of Tenant's obligations, hereunder, it shall become necessary
for the Landlord to employ an attorney to enforce or defend
any of Landlord's rights or remedies hereunder, then in any
such event any reasonable amount incurred by Landlord as
attorney's fees shall be paid by Tenant. Failure of Landlord
to insist in any one or more instances upon the strict
performance of any of the covenants or conditions of the Lease
shall not operate as a waiver of any future breach by Tenant
of any said covenants or conditions.
HOLDING 15. In the event Tenant holds over after the expiration of the
OVER Lease, it shall be deemed to be occupying said premises
as a Tenant from month to month at a monthly rental of 150% of
the last monthly rental amount paid hereunder; such tenancy
shall be subject to all the other conditions. Provisions and
obligations of this Lease insofar as the same are applicable
to a month to month tenancy. This provision shall not be
construed as an extension of this Lease but is to define any
holding over, with or without consent of the Landlord.
SUBJECT TO 16. It this Lease is in fact sublease, Tenant accepts this Lease
subject to all of the terms and conditions of the underlying
Lease under which Landlord holds the demised premises as
lessee. Tenant covenants that it will do no act or thing which
would constitute a violation by Landlord of its obligations
under such underlying, case, a copy of which in attached
hereto and made part hereto.
ACCESS 17. Landlord may during the term of this Lease, at reasonable
times, enter the premises to view, inspect, repair and show to
prospective purchasers or leasees.
CONDEMNATION 20. If the whole of the premises of access thereto should be taken
under live power of eminent domain or condemnation, or a sale
made under threat thereof then this lease shall cease as of
the date of the taking without further liability upon either
Landlord or Tenant. If only a portion of the Premises or
access thereto is taken under the power of eminent domain or
condemnation, or sale made under the threat thereof. And the
portion remaining will not, in the reasonable opinion of the
Tenant, be adequate for Tenant's continued Tenant shall have
the option to terminate this Lease by giving Landlord notice
thereof within thirty (30) days after the date of the taking.
If this Lease in not so terminated Landlord shall promptly
restore the portion remaining to an integral unit resembling
as much as Possible the premises prior to the taking. Any and
all proceeds resulting from a taking in whole or part of the
premises under the power of continent domain, or condemnation
or sale under threat thereof, shall be paid directly to
landlord and shall be Landlord's property.
MORTGAGE 21. This Lease, at the option of Landlord, shall be subordinate to
the lien of any mortgage or dead of trust or other security
instrument that is now or which hereafter may be placed on the
land and building of which said leased promises are a part, or
any building or buildings that hereafter may be placed on said
land; and the Tenant agrees to execute and deliver such
instrument or instruments as may be necessary or required by
Landlord or any mortgagee to evidence the subordination of
this lease to any such mortgage, deed of trust, or other
security agreement or instrument; provided such subordination
shall be conditioned that the Mortgagee will permit the Lease
to remain in effect as long as Tenant in not in default
hereunder.
RULES AND 22. Tenant covenants and agrees that the attached rules, and
REGULATIONS regulations, and stipulations, if any, and such other and
further rules and regulations as the Landlord may make, being,
in the Landlord's judgment needful for safety care and
cleanliness of the building and premises, or the comfort of
the Tenant's, shall be faithfully kept, observed, and
performed by Tenant, and to the best of Tenant's efforts, by
the agents, clerks, servants, invitees, guests and visitors of
the Tenant, unless waived in writing by the Landlord.
SOLE 23. Tenant and landlord agree thus, unless and except as
AGREEMENT hereinafter specified, there are no verbal representations,
understandings, stipulations, agreements or promises
pertaining hereto not incorporated herein. And in addition, no
provisions of this Lease shall be altered, waived, amended, or
extended, except in writing signed by both Tenant and
Landlord.
EXHIBITS 24. All exhibits attachments, annexed instruments and addenda
referred to herein shall be considered a part hereof for all
purposes with same force and effect as if copied at full
length herein.
LANGUAGE 25. Words of any gender used in this Lease shall be held and
construed to include the plural, unless the context otherwise
requires.
CAPTIONS 26. The captions or headings of paragraphs in this Lease are
inserted for convenience only, and shall not be considered in
construing the provisions hereof if any question of intent
should arise.
SUCCESSORS 27. The terms, conditions and covenants contained In this Lease,
shall apply to inure of the benefit of, and be binding upon
the parties hereto and their respective successors in interest
and legal representatives except as otherwise herein expressly
provided. All rights, powers, privileges, immunities, and
duties of Landlord under this Lease, including but not limited
to any notices required or permitted to be delivered by
Landlord to Tenant hereunder, may, at Landlord's option, be
exercised or performed by Landlord's agent or attorney.
NOTICES 28. Any notices or documents 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,
postage prepaid, registered or certified mail, return receipt
requested, addressed to Parties hereto at the respective
addresses set out opposite their names below, or at such other
address as they have theretofore specified by written notice
delivered in accordance herewith:
Tenant: Lanstar Semiconductor
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Landlord: Continental Properties J.V. #5
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SPECIAL 29. EXPENSE STOP: Landlord and Tenant agree to establish 1997 as
PROVISIONS base year for building operating expenses. It is agreed that
this Lease comprises 10% (ten percent) of the building.
EXECUTED this the 20th day of November 1996
LANDLORD
Continental Properties J. V. #5
By:
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Title: Managing partner
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TENANT
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PRINCIPAL REALTOR, MEMBER OF THE
FORT WORTH BOARD OF REALTORS Lanstar Semiconductor, Inc.
By: By:
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Cooperating Realtor TITLE: Chairman/CEO
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