TARGUN PROPERTIES, INC.
LEASE & SERVICE AGREEMENT
This agreement is made on this 21st day of August 1998 between TARGUN
PROPERTIES, INC., an Arizona Corporation (hereinafter referred to as "Lessor"),
and NATIONAL SCIENTIFIC CORPORATION. an Arizona Corporation, (hereinafter
referred to as "Lessee"). Lessor has entered into a lease for the space
described below:
Suite E-160, Offices # 23, 24, & 25
4455 B. Camelback Rd.
Phoenix, Arizona 85018
Lessee desires to lease from Lessor a certain portion of Suite E-160 for the
purpose of conducting Lessee's business together with the fights in common to
the "Common Areas" of the Suite.
In consideration of the covenants and promises each to the other made herein,
the parties hereto agree as follows:
1. PREMISES. In consideration of the rents and covenants to be paid and
performed by Lessee, Lessor does hereby lease to Lessee, and Lessee does hereby
hire from Lessor, upon the terms and conditions hereinafter set forth, Office
Numbers 23, 24, & 25 within the Suite E-160 (The Park Executive Suites) located
at 0000 Xxxxxxxxx Xx. (hereinafter the "Premises"). All of the property at 0000
X. Xxxxxxxxx Xx., Xxxxxxx, Xxxxxxx 00000, including but not limited to, the
buildings, equipment moms, grounds, walls, parking areas and driveways is
hereinafter referred to as The Suites.
A. An exclusive right to occupy offices numbered 23. 24, & 25 . Said
office will be occupied by no more than four (4) persons. Many
additional persons occupy the office, Lessee shall pay to Lessor an
additional (Fifty dollars) $50.00 per month for each additional person
who occupies the office.
B. A non-exclusive light in common with other Lessees, their associates,
and other parties contracting with Lessor to the use of services
offered by Lessor and to the use of the common areas of the Premises,
including but not limited to the reception area, amenities, copy
machine room, conference room, and corridors, as provided by Lessor on
this floor in the Suite.
2. TERM.
A. The term shall commence on September 1. 1998 and terminate on August
31 1999 subject to the provisions hereinafter provided.
B. If the Premises are not ready for occupancy on the commencement date
of the Lease, this Lease shall remain in full force and effect. Lessee
should physically inspect the Premises to verify that the Premises
will be ready on any promised date. Lessor shall not be liable to
Lessee for any loss or damages resulting from the Premises not being
ready for occupancy on the commencement date of this Lease, and the
term (or any rent increase date herein) shall not be extended, but in
such event all rent shall be abated during the period between the
commencement of the said Term and the time when the Premises are
available to Lessee, the term of the Lease shall commence, and rent
shall commence without any deduction or offset, on the date Lessee
moves into the leased space or has a telephone installed, whichever
occurs first.
C. Either party may terminate this Lease at the expiration of the term
set forth herein. Lessee must give thirty (30) days written notice to
Lessor of Lessee's intent to terminate the Lease at the expiration of
the term. If Lessee vacates said premises before the expiration date,
Lessee will be held responsible to Lessor for all rent owed until
specified termination date. If Lessee does not renew Lease or sign a
new lease prior to the expiration of Lease, Lessor reserves the right
to immediately terminate rental and serve an immediate eviction
notice. Also, if Lessee fails to give thirty (30) day written notice
of his intent to vacate the premises at the end of the term, Lessee
will automatically be considered a month-to-month tenant and will be
responsible for the current market rental rate of the premises decided
at Lessor's discretion, until such time that Lessee does give thirty
(30) days written notice of Lessees Intent to vacate premises.
3. RENT. Lessee agrees to pay to lessor (as rental for the Premises described
in Paragraph 1 hereof the following monthly sum of:
$2400.00 Base Rent $ 45.60 State Rental Tax
$ Telephone Rent $ Other
$ Telephone Answering $ Other
$ Furniture Rental $ 90.00 Covered Parking
$2,535.60 TOTAL MONTHLY RENTAL
All rents shall be due and payable on the first of each month. Rents become
delinquent after the 5th of each month at which time Lessee is considered in
default of Lease and is responsible for any and all penalties set forth herein
as described in paragraph l2of Lease.
4. SECURITY DEPOSITS Upon execution of this Lease by Lessee, Lessor will
retain a security deposit in the amount of $750.00, $300.00 of which is
non-refundable.
A. Lessee's security deposit represents a bond on the part of the Lessee
for the faithful performance of the provisions of tins Lease. The
security deposit will not be interest bearing to Lessee and may be
commingled by Lessor with other funds of Lessor. The security deposit
will not and shall not be applied as rent by Lessor or Lessee, and
shall be retained by Lessor during Lessee's tenancy. If Lessee remains
in the Premises after the expiration date of the Lease, the security
deposit will be retained by Lessor until Lessee's security deposit as
is reasonably necessary to remedy and defaults of Lessee in the
payment of rent to repair damages to the Premises caused by the
Lessee, and the parties expressly agree that the security deposit is
made for all the aforesaid specific purposes. If the space rented has
been previously occupied, Lessee acknowledges inspection of the
carpeting, flooring, walls, wall coverings, ceiling, and door of the
leased premises and acknowledges that there are no holes, stains or
other damage thereto if not specified in detail at the bottom of the
last page of this Lease. II Lessee's space is not completed or
available for inspection, Lessee has ten (10) days after the
commencement date of this Lease to send a letter via Certified Mail to
lessor identifying any holes, stains, or other damages. If Lessee has
paid all of the rent due under this Lease, Lessor shall return to
Lessee the entire security deposit (less $100.00 for cleaning and
painting and any offsets for damages) for each suite occupied by
Lessee after sixty (60) days after Lessee moves out of the Premises.
II any law exists or is enacted which contradicts any provision of
these security deposit provisions, Lessor is not liable to Lessee for
any damages unless Lessee sends Lessor by Certified Mail a copy of the
applicable case of code and Lessor fails to cure same within seven (7)
days.
5. MASTER LEASE. Lessee recognizes that there is a Master Lease of which
Lessee's office (s) is a portion, and Lessee shall have no greater rights to the
use and occupancy of the Premises than Lessor has with the Building under
Lessor's Master Lease. Lessee is bound to Lessor in the same manner as Lessor is
bound to the Building with respect to all standard lease provisions, such as
eminent domain, destruction of building, etc.. as well as the rules and
regulations of the Building. Lessee agrees to release and forever hold the
Lessor harmless from any claim of damages, liabilities or losses alleged or
proven to be due, in whole or in part, to any dispute which might arise between
Lessor and Landlord under the Master Lease. In the event of termination of the
Master Lease, Lessee shall, at the option of Lessor's Landlord, attorney to
Lessor's Landlord and recognize Lessor's Landlord as Lessor under this Sublease.
This Paragraph does not obligate Lessee in any way to the Building or to anyone
else, for anyone else's rent, or any payment whatever, except expressly set
forth in this Agreement. Although Lessor's rent may be increased under the
Master Lease if taxes, utilities or maintenance costs increase, Lessee's rent
will not be increased during the term of this Lease (except otherwise provided
in Paragraph 3 hereof).
All reference to Lessee in the Agreement is to mean Sub-Lessee; reference
to Lessor is to mean Sub-Lessor; and reference to Lease is to mean Sub-Lease.
6. IMPROVEMENTS
A. Lessee may not make any improvements within the office leased herein
without the written permission of Lessor. Lessee shall pay for any
such improvements. Lessee may remove any improvements paid for by
Lessee provided that Lessee repairs any holes, gaps or other damage to
walls, ceiling, flooring or their coverings. Lessee will remove any
improvements (other than additional, normal height electrical outlets)
installed by Lessee and restore the Premises to the condition prior to
Lessee's occupancy if the next tenant in that space objects to
Lessee's improvements. Lessee may not remove any improvement for which
Lessor contributed payment without Lessor's prior written consent.
During the restoration period, Lessee shall pay rent to Lessor as
provided herein as if said space were otherwise occupied by Lessee.
B. If Lessee requires any additional air conditioning or electrical
outlets of separate circuits for a computer or other office equipment
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Lessee will be responsible for the entire cost thereof. Lessee will order all
additional air conditioning or electrical work through, or with the approval of,
the Building Manager.
7. REPAIRS. The Building which leases the Premises to Lessor is responsible
for construction of the Premises and repairs to elevator, air conditioning,
electrical, plumbing and structural supports under the Master Lease. Lessor is
not liable to Lessee by reason of any defect inadequacy, or insufficiency in
sane. Lessee may not deduct or offset any amount from rent due herein because of
any problem regarding construction, repairs or lack thereof. Lessor will
coordinate any repair or complaint of Lessee; however, any claim by Lessee with
respect thereto shall be made solely against the Building and Lessor hereby
assigns to Lessee, solely for the purpose of making and prosecuting any claim,
repairs for dangerous conditions existing in the common areas within the Suite.
Lessee is responsible for, and shall indemnify and hold Lessor harmless from and
against, any damage to persons or property caused by Lessee, or Lessee's
employees, agents, clients, guests or invitees. Lessee is not responsible for
repairing wall holes from normal sized nails used to hang pictures.
8. UTILITIES, SERVICES. MAINTENANCE. AND CONSTRUCTION. Under Lessor's Master
Lease, the Building provides utilities, services janitorial, heat and air
conditioning) , and maintenance. Janitorial services include carpet vacuuming,
but not shampooing. Heat and air conditioning is provided during genrally
recognized business days and hours; however, Lessee will have access to the
Premises 24 hours a day,7 days a week, subject to the Buildints rules requiring
proper identification after normal business hours. Lessor is not liable to
Lessee by reason of any failure to provide, or the inadequacy of utilities,
janitorial, heat or air conditioning services or maintenance. Lessor is not
responsible for any negligence of the Building's agents, servants, or employees.
Lessee may not deduct or offset any amount from rent due herein because of any
problem regarding utilities, heat, air conditioning, janitorial services,
maintenance services or defective construction of Premises. Upon request by
Lessee, Lessor will write the Building regarding any complaint about maintenance
or construction however, any claim by Lessee with respect thereto shall be made
by Lessee directly to the Building, under the Master Lease. Lessor is not
responsible for maintaining, repairing, or cleaning the floor coverings, wail
covering or venetian blinds within Lessee's Premises, other than normal
janitorial service provided by the Building.
A. EXTRAORDINARY CONSUMPTION OF SERVICES. Lessee shall not without the
written consent of Lessor, use any apparatus or device in the
Premises, other than a reasonable number of small business machines,
that will in any way increase the amount of electricity or water
usually furnished or supplied for use of the Premises as general
office space, or that will materially affect the temperature otherwise
maintained by the air conditioning or heating system. In Lessor's sole
discretion, Lessee agrees to pay promptly upon demand by Lessor all
additional water or electric current consumed, plus any additional
expenses incurred in keeping track of said consumption, including the
cost of installing separate meters in and to the Leased Premises if
Lessor deems it necessary.
9. TELEPHONE AND RECEPTION. Lessor agrees to provide telephone answering for
one line and reception service as reasonably required by Lessee from 8:00 a.m.
to 5:00 p.m., Monday through Friday, nationally recognized holidays excepted.
Additional lines will be answered at a cost of $25.00 per month per line. Lessee
shall be responsible for its own telephone expense. and the installation and
monthly service charges, if any, from the telephone company by reason of
Lessee's lines being connected to the reception desk and telephone room
consoles, whether billed to Lessor or Lessee. Any telephone expense billed to
Lessor (including any telephone company double charge) shall be paid or
reimbursed by Lessee to Lessor.
If the telephone company does not install Lessee's phone on or before the
commencement date of this Lease, the commencement date shall not be extended,
nor shall rent be abated. Lessor will assist Lessee in ordering lines and
equipment through Lessor's interconnect telephone company; however, it is
Lessee's responsibility to make certain lines are installed in Lessee's office
and to Lessor' central call director in a timely fashion.
Lessee recognizes that telephone answering and reception services are never
perfect and that even the best receptionists and telephone operators make
mistakes. Lessor strives to provide excellent telephone answering and reception
services; however, reception services are functions that are under the control
of Lessee in that Lessee may perform either or both of these functions directly
through Lessee's employees Lessee hereby agrees to assume the risk of negligent
(passive and/or active) performance of telephone answering and/or reception
service. Lessee agrees that Lessor shall not be liable for any loss of business
or damage of any sort occurring through or in connection with, or incidental to
the furnishing of, or the failure to furnish, telephone answering or reception
service. Further, Lessee agrees to indemnify, release and hold Lessor harmless
from any loss, damage, claim or liability arising out of or in connection with
any telephone answering and/or reception service provided or not provided by
Lessor's employees to Lessee or to any caller, visitor or associate of Lessee
Lessor shall not be liable for any loss of business or damages of any sort for
authorizing or permitting the telephone company to disconnect Lessee's telephone
service if Lessee has not paid its telephone xxxx.
Lessor acknowledges that Lessee's separate number connected to the central
call director belongs to Lessee. If, upon termination of this Lease, the
telephone company requires Lessor's signature to assign said telephone number to
Lessee, Lessee may sign Lessor's name to the telephone company form.
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Lessee provides open message/mail slots for all tenants. Lessee
acknowledges that Lessor is not responsible for loss or theft of messages or
mail.
Upon termination of this Lease, Lessor will write on all mail "Moved-Please
Forward to Sender" and return such mail to the post office. Lessor win not store
mail nor place a forwarding address on it unless Lessee pays the then-prevailing
charge for said service.
10. PARKING. Lessee may have monthly parking in the Building's parking
facilities, if any, according to the Building's rules, regulations and rates.
11. ANIMALS AND VEHICLES. Lessee will not bring, nor pennit any of its visitors
to bring, any animal (except seeing-eye dog), bicycle or other vehicle (except
for a wheelchair) into the Suite.
12. DEFAULT, REMEDIES
A. By Lessee. Lessee will be in default under the Lease if any of the
following occurs:
1. If Lessee falls to pay the rent or make any other payment
required by the Lease within three (3) working days after Lessor
sends Lessee a written notice or demand for payment.
2. If on three or more occasions in any twelve month period Lessor
does not receive either Lessee's regular monthly payment of rent
and other regularly recurring charges on or before the first
business day of the month or any other payment on or before the
date it is due.
3. If Lessee assigns the Lease or mortgages its interest in the
Lease or sublets any part of the Premises.
4. If Lessee abandons the Premises, or ceases to operate its
business on the Premises, or becomes bankrupt or insolvent, or
makes any general assignment of all or a substantial part of its
property for the benefit of creditors, or if a receiver is
appointed to operate Lessee's business or to take possession of
all or a substantial part of Lessees property.
5. If Lessee fails to maintain the insurance as required by the
Lease.
6. If Lessee breaches any other provision of the Lease and fails to
cure the breach within fifteen (15) days after Lessor sends
written notice of the breach, or, if the breach cannot be cured
within fifteen days, then if Lessee does not proceed with
reasonable diligence to cure the breach within such additional
time as may be reasonably necessary under the circumstances.
7. If Lessee is disruptive and/or uses obscenities or vulgar
language so as to disturb any of the other tenants or Lessor's
employees.
X. Xxxxxx'x Remedies, if Lessee is in default then Lessor may take any of the
following actions:
1. Fees.
a. if rent and monthly service charges have not been received by the
5th of the month, a late charge of $30.00 will be charged.
b. if rent or monthly service charges have not been received by the
6th of the month, an additional late charge of $10.00 per day, or ten
percent (10%) of the total monthly rental, whichever is greater, shall
be charged until the rent and service charges, including the late
charge, are paid in full.
c. if one or more checks are dishonored by Lessee's bank in a twelve
(12) month period, Lessor may require, during the balance of the
Lessee's tenancy, payment by cashier's check or money order. Lessee's
failure to comply therewith will constitute a material breach and
permit Lessor to terminate this Lease.
d. If a check is dishonored by Lesee's bank, a $50 returned check fee
will be charged.
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e. In the event that Lessee becomes delinquent in the payment or rent,
or is unable to meet the monthly rental obligation on a timely basis
requiring eviction, require cleaning and/or repairs at the expense of
Lessor, Lessee agrees to pay all collection agency fees that are
required for collection of Lessee's. debt.
2. RE-ENTRY AND REPOSSESSION. Lessor may re-enter and take possession of
all or any part of the Premises and remove Lessee and any person claiming under
Lessee from the Premises, and without committing a trespass or becoming liable
for any loss or damage that may be occasioned thereby. Lessor may also change
the locks to the Premises without notice at Lessee's expense. Re-entry and
repossession of the Premises will not by themselves terminate the Lease.
3. REMOVAL, STORAGE AND SALE OF PROPERTY. Lessor may remove any property,
including fixtures, from the Premises and store the same at Lessee's expense in
a warehouse or any other location, or Lessor may lease the property on the
Premises pending sale or other disposition. If Lessor leaves the property on the
Premises or stores it at another location owned or controlled by Lessor, then
Lessor may charge Lessee a reasonable fee for storing and handling the property
comparable to what Lessor would have had to pay to a third party for such
services. Lessor will not be liable under any circumstances to Lessee or to
anyone else for any damage to the property. Lessor shall proceed to sell
Lessee's property in accordance with Arizona law.
4. RELETTING THE PREMISES. Lessor may relet the Premises at whatever rent
and on whatever terms and conditions it deems advisable. The term of any new
Lease may be shorter or longer than the remaining term of this Lease. In
reletting the Premises, Lessor may make any alterations or repairs to the
Premises it feels are necessary or desirable; may subdivide the Premises into
more than one unit and lease each portion separately; may sell Lessee's
improvements, fixtures and other property located an the Premises to the new
tenant, or include such improvements, fixtures and property as part of the
Premises without additional cost may advertise the Premises for sale or lease;
may hire broken or other agents; and, may do anything else it deems necessary or
helpful in reletting the Premises. Lessee will be liable to Lessor for all costs
and expenses of the reletting including but not limited to rental concessions to
the new tenant, broker's commissions and tenant improvements, and will remain
liable for the rent and all other charges arising under the Lease, less any
income received from the new tenant, unless the Lease is terminated as set forth
below.
5. TERMINATION OF LEASE. Lessor may terminate the Lease at any time after
Lessee defaults by sending a written notice to Lessee expressly stating that the
Lease is being terminated. Termination will be effective on the date of the
notice or on any other date set forth in the notice. Until Lessor sends Lessee
such a notice, the Lease will remain in full force and effect, and Lessee will
remain liable for paying the rent and other charges that come due under the
Lease and for performing all other terms and conditions of the Lease. No other
action taken by Lessor, including repossession of the Premises, removing or
selling Lessee's separate property, reletting the Premises, or filing suit for
possession or for damages, will terminate the Lease or release Lessee from its
continuing liability for complying with its terms and conditions.
6. DAMAGES. Lessor may recover from Lessee all costs and expenses Lessor
incurs as a direct or indirect consequence of Lessee's breach, including the
cost of storing and selling Lessee's property, reletting the Premises, and
bringing suit against Lessee for possession or damages. If Lessor made or paid
for any improvements to the Premises, or granted Lessee any improvement
allowance or credit against rent for Lessee's improvements, then Lessor shall
also be entitled to recover the unamortized portion of the cost of such
improvements or the amount of such allowance or credit determined by multiplying
the total amount of such cost or allowance or credit by a fraction, the
denominator of which is the total number of months of the initial lease term and
the numerator of which is the number of months of the term remaining at the time
of Lessee's default. Also, if the Lease provides for any month during which no
rent or a reduced rent is payable, or for any other rent concession to Lessee,
then, upon default, Lessee shall become liable for the full amount of the
monthly base rent, plus applicable taxes, for such months, and Lessor shall be
entitles to recover as additional rent the amount that would have payable by
Lessee for such months if the monthly base rent provided for had been payable
throughout the entire term of the Lease. Unless Lessor terminates the Lease,
Lessee will also remain liable for any difference between the rent and other
charges called for by the Lease and the rent and other charges collected by
Lessor from any new tenant For any month in which Lessor collects less from a
successor tenant than is payable under this Lease, Lessor may demand that Lessee
immediately make up the difference, and Lessor may bring suit against Lessee if
Lessee fails to do so. If Lessor does terminate the Lease, then Lessee will no
longer be liable on a continuing monthly basis for the rent and other charges
that would have become due under the Lease thereafter, but Lessee will remain
liable for all sums accrued under the Lease to the date of termination, as well
as for all costs and expenses incurred by Lessor, and any other damages
sustained by Lessor, as a consequence of Lessee's breach. Also, Lessor may
recover from Lessee the difference between the present value at the date of
termination of the rent payable under law or in ui for breach of contract,
damages or other appropriate relief, The rights and remedies described herein
are cumulative, not exclusive, and Lessors exercise of any one right or remedy
will not preclude the simultaneous or subsequent exercise of any other right or
remedy.
13. INDEMNIFICATION OF LESSOR; INSURANCE. Lessor shall not be liable or
answerable to Lessee or any other person, firm or corporation for any injury or
damage resulting from the condition, or any defect in, the Premises. Lessee
agrees to indemnify Lessor against. and hold Lessor and the Premises and
Building free and harmless from any and all penalties, costs, expenses
(including attorney's fees), claims, demands and causes of action arising out of
or in connection with (a) any accident or other occurrence in or on the
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facilities (including, without limiting the generality of the term "facilities",
stairways, passageways or hallways), the use of which Lessee may have in
conjunction with other tenants of the Building, which such injury or damage
shall be caused in part or in whole by the act, neglect, fault or omission of
any duty with respect to the same by Lessee, its agents, servants, employees,
invitees. permittees, customers, clients or guest, (b) the condition of, or and
condition of, or any defect in, Lessee's fixtures or equipment or any part
thereof, (c) the use or occupancy of the Premises by Lessee or any tenant of
Lessee, or (d) any breach of this Lease by Lessee. Lessor is not liable foray
lost or stolen items in the possession of Lessee's office.
Lessee agrees to and shall at its own cost and expense procure and maintain
during the entire Lease Term and any extensions thereof comprehensive public
liability insurance covering the Premises and their surrounding areas and naming
Lessor as an additional Insured. The liability coverage tinder such insurance
shall not be less than Five hundred Thousand Dollars ($500,000) for i4my or
death of one person in any one accident or occurrence; One Million Dollars
($1,000,000) for injury or death of more than one person m any one accident or
occurrence; and One Hundred Thousand Dollars ($100,000) for property damage. The
amounts of insurance coverage stated herein may be reduced by mutual agreement
of the parties. Any such reduction must be stated In writing and executed by the
parties. Lessee shall provide Lessor with certificates of such insurance
evidencing Lessee's compliance. All policies of insurance shall also provide
that such insurance will not be canceled, except after ten (10) days written
notice to Lessor The original of all policies shall remain in the possession of
the Lessee, provided however, that the Lessor shall be issued copies by a
responsible company or companies authorized to do business in the State of
Arizona. In no event shall the limits of said policies be considered as limiting
the liability of Lessee to Lessor under the first section of this Paragraph 13.
14. USE OF PREMISES. Lessee shall not do or permit anything to be done which
will invalidate or increase the cost of any fire, extended coverage or any other
insurance policy covering the Building and/or property located therein.
Lessee shall not do or permit anything to be done in or about the Premises
which will in any way obstruct or interfere with the rights of other tenants or
occupants of the floor, or injure or annoy them, or use or allow the Premises to
be sued for any improper, immoral, unlawful or objectionable purpose, nor shall
Lessee cause, maintain or permit any nuisance in, on or about the Premises. This
prohibition includes, but is not limited to. loud music. other loud noises,
burning incense or other offensive or objectionable odors.
Lessee may use and occupy the leased Premises for general office use and
for no other business or purpose without written consent of Lessor. Lessee
shall, at its own expense, perform and fully satisfy all laws, statutes, and
regulations which may relate to or affect the occupancy of the leased Premises
or any governmental authorities having jurisdiction over the subject Premises.
15. KEYS. Lessor will supply one (i) key to the door of each of office- Lessee
will pay the Building's prevailing charge for elevator keys, security cards or
keys to enter the building after normal business hours, or additional office
keys. Lessor is not responsible for changing any lock, If the master key kept by
Lessor's receptionist is stolen, lost or misplaced, Lessor is not responsible
for changing Lessee's locks. Lessee understands that Lessor is not liable for
thefts and Lessee may install a dead bolt lock on or change the tumbler to
Lessee's office door (s) upon written approval of Lessor; in which event Lessee
must give a copy of the key to Lessor to be used in emergencies and for
maintenance purposes. Lessee agrees to return all keys to Lessor immediately
upon vacating its office. Failure to return all keys immediately will result in
a charge of Lessee for changing the locks, which will be an amount not less that
Twenty-five Dollars ($25). Lessee agrees to pay this charge within ten (10) days
of request by Lessor.
16. ENTRY BY LESSOR. Lessor shall have the right to enter the Premises at any
time to inspect the same or to cure any default (including a breach of the
Building's rules and regulations), to supply any service to be provided by
Lessor hereunder, to submit the Premises to prospective purchaser, tenants or
mortgagees. to post notices of non-responsibility, and to alter, improve or
repair the Premises and any portion of the building, without abatement of rent,
necessary structures where reasonably required by the character of the work to
be performed, always providing that the business of Lessee shall not be
interfered with unreasonably. Lessee hereby waives any claim for damages for any
injury, inconvenience or interference with Lessee's business, any loss of
occupancy or quiet enjoyment of the Premises, and any other loss occasioned by
Lessor's entry for any of the aforesaid purposed.
For each of the aforesaid purposes, Lessor shall at all times have and
retain a key with which to unlock all of the doors upon the Premises, excluding
Lessee's vaults, and Lessor shall have the right to use any and all means to
open said doors in an emergency in order to obtain entry to the Premises, and
any entry to the Premises obtained by Lessor shall not under any circumstances
constitute forcible or unlawful entry into or a detainer of the Premises or an
eviction of Lessee from the Premises or any portion therefor. Lessor shall not
be liable for the consequences of admitting by passkey, or refusing to admit to
the Premises, Lessee or any agent or employee of Lessee.
17. LESSOR'S RIGHT TO CURE DEFAULTS. All convents and agreements to be
performed by Lessee under any of the terms of the Lease shall be at its sole
cost and expense and. except as otherwise specifically provided herein, without
any abatement of rent. If Lessee shall fall to pay any sum of money other than
rent required to be paid by it hereunder or shall fail to perform any other act
on its part to be performed hereunder, Lessor may but shall not be obligated so
to do, and without waiving any rights of Lessor or releasing Lessee from any
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obligations of Lessee hereunder, make such payment or perform such other ad. All
sums so paid or expenses incurred by Lessor and all necessary incidental costs
together with interest thereon at the rate of eighteen percent (18%) per annum
from the date of such payment by Lessor shall be considered as rent owing
hereunder and shall be payable to Lessor on demand or, at the option of Lessor,
may be added to any rent then due or thereafter becoming due under this Lease.
In addition. Lessor shall have the same Night and remedies in the event of the
nonpayment thereof be Lessee as in the case of default by lessee in the payment
of any rent hereunder.
18. DELAYS. DEFAULT BY LESSOR. Lessor shall not be responsible for any delay or
failure In the observance or performances of any term or condition of this Lease
to be observed or performed by Lessor to the extent that such delay results from
action or order of governmental authorities; civil commotions; strikes, fires,
ads of God or the public enemy; act or default of any Lessee in the Building,
inability to procure labor, material, fuel, electricity, or other forms of
energy; or any other cause beyond the reasonable control of Lessor, whether or
not similar to the matters herein specifically enumerated. Any delay shall
extend by like time any period or performance by Lessor and shall not be deemed
a breach of, or failure to perform, this Lease or any provisions thereof.
In the event of any default under this Lease by Lessor. Lessee, before
exercising any rights that it may have at law to cancel this Lease, shall have
given notice of such default to Lessor and shall have offered Lessor a
reasonable opportunity to correct and cure the default, Lessee also agrees to
give the holders of any mortgages or deeds of trust (mortgages), by registered
mail, a copy of any notice of default served upon Lessor, provided that prior to
such notice Lessee has been notified in writing (by way of Noticed Assignment of
Rents and Leases, or otherwise) of the addresses of such mortgagees. Lessee
further agrees that If Lessor shall have failed to cure such default within the
aforesaid time limit, then the mortgagees shall have an additional thirty (30)
days within which to one such default or if such default cannot be cured within
that time, then such additional time as may be necessary if within such thirty
(30) days any mortgagees has commenced and is diligently pursuing the remedies
necessary to cure such default (including but not limited to commencement of
foreclosure proceedings if necessary to effect such cure), in which event this
Lease shall not be terminated while such remedies are being so diligently
pursued.
19. NOTICE TO LESSOR OR LESSEE. All notices required or desired to be given
under this Lease must be in writing and shall be personally given or delivered
by certified or registered mail addressed to the Lessee at the address of the
Premises and to the Lessor at the address of the Suite in which the Premises are
located. Personal delivery to the floor receptionist does not constitute notice
to either Lessor or Lessee. Either party may, by written notice to the other,
specify a different address for notice purposes
20. TENANT HOLDOVER. In the event that Lessee, without the written consent of
Lessor shall bold over the expiration of the term of this Lease, then Lessee
hereby waives all notice to quit and agrees to pay Lessor, for the period that
the Lessee is in possession after the expiration of this Lease, a monthly rental
which is twice the total monthly rental payable pursuant to Paragraph 3 of this
Lease, together with all damages sustained by Lessor on account of such holding
over. If Lessee occupies any part of the Premises for any portion of any
calendar month, Lessee will be liable for rent for the full calendar month.
Lessee expressly agrees to hold Lessor harmless for all loss and damages. direct
or consequential, which Lessor may suffer in defense of claims by other parties
against Lessor arising out of the holding over by Lessee, Including without
limitation, attorney's fees which may be incurred by Lessor in defense of such
claims. The foregoing provision shall not service as permission for Lessee to
hold over nor serve to extend the term of this Lease. Acceptance of rent by the
Lessor subsequent to the expiration of the term shall not constitute consent to
any holding oven
21. TRANSFER OF LESSORS INTEREST. In the event Lessor transfers its
reversionary interest in the Premises (other than a transfer for security
purposes only), Lessor shall be relieved of all obligations accruing hereunder
after the effective date of such transfer, including, but not limited to, the
return of security deposits or other funds held by Lessor, provided that such
obligations have been expressly assumed in writing by the transferee, and Lessee
agreed to attorn to the transferee.
Lessee agrees at any time and from time to time at the request of Lessor,
to execute, acknowledge and deliver to Lessor within ten (10) days from the date
of said request, a statement in writing certifying that this Lease is unmodified
and in full and effect (or if there have been modifications). and the dates to
which the fixed rent and other charges have been paid in advance, if any, it
being intended that any such statement delivered pursuant to this paragraph may
be relied upon by any prospective purchaser, mortgagee or assignee of any
mortgage of the Premises.
22. RETURN OF POSSESSION. Lessee shall vacate the leased Premises in good order
and repair in which such property was at the commencement of this Lease,
ordinary wear and tear excepted. Lessee shall remove all its property no later
than 5:00 pm on the day upon which this Lease or any extension thereof ends
whether upon notice or by holdover or otherwise. Lessor shall have the same
rights to enforce this covenant by ejectment and for damages or otherwise as for
the breach of any other conditional therein, and remove from the leased Premises
all property, materials or equipment Installed by Lessee, provided that such
property is removed without injury of the leased Premises.
23. CONFERENCE ROOM. Lessee may use the conference mom(s) on a reserved basis
or without reservation If not previously reserved, Lessee will not be allowed to
request any standing or permanent reservation of the conference room(s). Lessee
will pay the then-current rate for conference morn usage over five (5) hours per
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calendar month per office leased. Any use of the conference room(s) by Lessee's
visitors will be considered to be use by Lessee, whether or not Lessee is
present at the lime of such use, and Lessee will be responsible for any charges
incurred for such use.
24. LESSOR'S EMPLOYEES. Lessee acknowledges that Lessor expends substantial
amounts of money and effort to acquire, train and retain employees for the
services provided to Lessee, including employment agency and training costs.
Lessee agrees that during the term of, or any extension or renewal of, the Lease
and for a period on one (i) year thereafter, Lessee will not hire or attempt to
hire In any capacity whatever, full-time, part-time or on a work for hire basis,
on behalf of itself or any person or entity by whom Lessee (if an individual) is
employed, any employee of Lessor. This prohibition shall apply during the period
of any such employee's employment by Lessor and for ninety (90) days thereafter.
The parties agree that it would be very difficult to ascertain the damages
stiffen by Lessor for Lessee's breach of the provision. Therefore, it is agreed
that in the event of a breach of this provision by Lessee, Lessee will pay to
Lessor as liquidated damages, and not as a penalty, a sum of money equal to
three (3) months pay for the subject employee at the rate paid by Lessor during
such employee's last full month employment by Lessor.
25. ATTORNEY'S FEES. In the event it becomes necessary for either party to
employ an attorney in order to enforce the terms of this Lease, or to protect
the rights of either party hereunder, and such party is successful in an action
in connection therewith, the other party agrees to pay such prevailing party the
reasonable attorney's fees and legal costs incurred.
26. RESTRICTION. Lessee will not bring, copier, postage meter, or other
equipment provided by Lessor for Lessee's benefit into the Suite without prior
written approval of Lessor.
27. COVENANT NOT TO COMPETE. Tenant agrees that during the terms of this Lease,
he shall not in or about the Premises, engage in the primary or incidental
business of providing photocopy service, facsimile receipt and transmissions,
secretarial services of any kind, or any similar services which are provided by
Lessor for the benefit of Its tenants.
28. SPECIAL CONDITIONS.
A. Targun Properties, Inc. will release National Scientific from Offices
#2 and #5 as of September 1, 1998. Targun Properties, Inc. offers
Office #25 to National Scientific as an alternative office, at the
monthly rent rate of $460.00 per month.
B. If, at any lime, National Scientific defaults on the new lease
agreement, National Scientific will be responsible for the monthly
rent of all four original offices (#2, 5, 23, & 24) rented in the
original lease agreement.
C. National Scientific may take possession of Office #25 approximately
September 1, 1998.
D. Tenant agrees to give Landlord the desk in #2 at no charge.
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LESSEE: LESSOR:
NATIONAL SCIENTIFIC CORPORATION TARGUN PROPERTIES, INC.
BY: /s/ XXXXXX XXXXXXX By: /s/ XXXXXXX XXXXXX
--------------------------------- ---------------------------------
XXXXXX XXXXXXX XXXXXXX XXXXXX
TITLE: Corp Secretary TITLE: PRESIDENT
SS.#/TAX ID 00-0000000
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HOME
ADDRESS:
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PHONE: 000-000-0000
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DATE: August 24, 1998
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