EXHIBIT 10.28
COMMERCIAL LEASE
THIS LEASE is made on the 1st day of February, 1999.
The Landlord hereby agrees to lease to the Tenant, and the Tenant hereby agrees
to hire and take from the Landlord, the Leased Premises described below pursuant
to the terms and conditions specified herein:
LANDLORD: Xxxxxx X. Xxxxxxxxxx, 000 Xxxxxx Xxxxxxx Xxxx, Xxxxxxxx, XX 00000
TENANT(S): U.S. Laboratories, Inc., 0000 Xxxxxx Xxxxx, Xxxxx 00, Xxx Xxxxx,
Xxxxxxxxxx 00000.
1. Leased Premises. The Leased Premises are those premises described as:
entire first floor as described in attached sketch.
2. Term. The term of the Lease shall be for a period of 3 year(s) commencing on
the 1st day of February, 1999 ending on the 31st day of January, 2002, unless
sooner terminated as hereinafter provided. If Tenant remains in possession of
the Leased Premises with the written consent of the Landlord after the lease
expiration date stated above, this Lease will be converted to a month-to-month
Lease and each party shall have the right to terminate the Lease by giving at
least one month's prior written notice to the other party.
3. Rent. The Tenant agrees to pay the ANNUAL RENT of Nineteen thousand two
hundred dollars ($19,200) payable in equal installments $1,600 in advance on the
first day of each and every calendar month during the first year of this Lease.
Second year rent is $1,648 per month, third year rent is $1,700 per month plus
real estate taxes of $370 per month plus rental of furniture.
4. Rent Adjustment. If in any tax year commencing with the fiscal year 1999, the
real estate taxes on the land and buildings, of which the Leases Premises are a
part, are in excess of the amount of the real estate taxes thereon for the
fiscal year (hereinafter called the "Base Year"), Tenant will pay to Landlord as
additional rent hereunder, when and as designated by notice in writing by
Landlord.
80 percent of such excess that may occur in each year of the term of this Lease
or any extension or renewal thereof and proportionately for any part of a fiscal
year.
5. DELETED.
6. Delivery of Possession. If for any reason the Landlord cannot deliver
possession of the leased property to the Tenant when the lease term commences,
this Lease shall not be void or voidable, nor shall the Landlord be liable to
the Tenant for any loss or damage resulting therefrom. However, there shall be
an abatement of rent for the period between the commencement of the lease term
and the time when the Landlord delivers possession.
7. Use of Leases Premises. The Leased Premises may be used only for the
following purpose(s): business professional office.
8. Utilities. Except as specified below, the Tenant shall be responsible for all
utilities and services that are furnished to the Leased Premises. The
application for an connecting of utilities, as well as all services, shall be
made by and only in the name of the Tenant: (List exceptions, if any)
.
9. Condition of Leased Premise; Maintenance and Repair. The Tenant acknowledges
that the Leased Premises are in good order and repair. The Tenant agrees to take
good care of and maintain the Leases Premises in good condition throughout the
term of the Lease.
The Tenant, at his expense, shall make all necessary repairs and replacements to
the Leased Premises, including the repair and replacement of pipes, electrical
wiring, heating and plumbing systems, fixtures and all other systems and
appliances and their appurtenances. The quality and class of all repairs and
replacements shall be equal to or greater than the original worth. If Tenant
defaults in making such repairs or replacements, Landlord may make them for
Tenant's account, and such expenses will be considered additional rent.
10. Compliance with Laws and Regulations. Tenant, at its expense, shall promptly
comply with all federal, state, and municipal laws, orders, and regulations, and
with all lawful directives of public officers, which impose any duty upon it or
Landlord with respect to the Leases Premises. The Tenant at its expense, shall
obtain all required licenses or permits for the conduct of its business within
the terms of this lease, or for the making of repairs, alterations,
improvements, or additions. Landlord, when necessary, will join with the Tenant
in applying for all such permits or licenses.
11. Alterations and Improvements. Tenant shall not make any alterations,
additions, or improvements to, or install any fixtures on, the Leased Premises
without Landlord's prior written consent. If such consent is given, all
alterations, additions, and improvements made, and fixtures installed by Tenant
shall become Landlord's property at the end of the Lease/term. Landlord may,
however, require Tenant to remove such fixtures, at Tenant's expense, at the end
of the Lease term.
12. Assignment/Subletting Restrictions. Tenant may not assign this agreement or
sublet the Leased Premises without the prior written consent of the Landlord.
Any assignment, sublease or other purported license to use the Leased Premises
by Tenant without the Landlord's consent shall be void and shall (at Landlord's
option) terminate this Lease.
13. Insurance.
(i) By Landlord. Landlord shall at all times during the term of this Lease,
at its expense, insure and keep in effect on the building in which the Leased
Premises are located fire insurance with extended coverage. The Tenant shall not
permit any use of the Leased Premises which will make voidable any insurance on
the property of which the Leased Premises are a part, or on the contents of said
property or which shall be contrary to any law or regulation from time to time
established by the applicable fire insurance rating association. Tenant shall on
demand reimburse the Landlord, and all other tenants, the fill amount of any
increase in insurance premiums caused by the Tenant's use of the premises.
(ii)By Tenant. Tenant shall, at its own expense, during the term hereof,
maintain and deliver to Landlord public liability and property damage and plate
glass insurance policies with respect to the Leased Premises. Such policies
shall name the Landlord and Tenant as insureds, and have limits of at least
$500,000 for injury or death to any one person and $500,000 for any one
accident, and $500,000 with respect to damage to property and with full coverage
for plate glass. Such policies shall be in whatever form and with such insurance
companies as are reasonably satisfactory to Landlord, shall name the Landlord as
additional insured, and shall provide for at least ten days' prior notice to
Landlord of cancellation.
14. Indemnification of Landlord. Tenant shall defend, indemnify, and hold
Landlord harmless from and against any claim, loss, expense or damage to any
person or property in or upon the Leased Premises, arising out of Tenant's use
or occupancy of the Leased Premises, or arising out of any act or neglect of
Tenant or its servants, employees, agents, or invitees.
15. Condemnation. If all or any part of the Leased Premises is taken by eminent
domain, this lease shall expire on the date of such taking, and the rent shall
be apportioned as of that date. No part of any such award shall belong to
Tenant.
16. Destruction of Premises. If the building is which the Leased Premises is
located is damaged by fire or other casualty, without Tenant's fault, and the
damage is so extensive as to effectively constitute a total destruction of the
property or building, this Lease shall terminate and the rent shall be
apportioned to the time of the damage. In all other cases of damage without
Tenant's fault, Landlord shall repair the damage with reasonable dispatch, and
if the damage has rendered the Leased Premises wholly or partially untenantable,
the rent shall be apportioned until the
damage is repaired. In determining what constitutes reasonable dispatch,
consideration shall be given to delays caused by strikes, adjustment of
insurance, and other causes beyond the Landlord's control.
17. Landlord's Rights upon Default. In the event of any breach of this lease by
the Tenant, which shall not have been cured within TEN (10) DAYS, then the
Landlord, besides other rights or remedies it may have, shall have the immediate
right of reentry and may remove all persons and property from the Leased
Premises; such property may be removed and stored in a public warehouse or
elsewhere at the cost of, and for the account of, the Tenant. If the Landlord
elects to reenter as herein provided, or should it take possession pursuant to
any notice provided for by law, it may either terminate this Lease or may, from
time to time, without terminating this lease, relet the Leased Premises or any
part thereof, for such term or terms and at such rental or rentals and upon such
other terms and conditions as the Landlord in Landlord's own discretion may deem
advisable. Should rentals received from such reletting during any month be less
than that agreed to be paid during the month by the Tenant hereunder, the Tenant
shall pay such deficiency to the Landlord monthly. The Tenant shall also pay to
the Landlord, as soon as ascertained, the cost and expenses incurred by the
Landlord, including reasonable attorneys fees, relating to such reletting.
18. Quiet Enjoyment. The Landlord agrees that if the Tenant shall pay the rent
as aforesaid and perform the covenants and agreements herein contained on its
part to be performed, the Tenant shall peaceably hold and enjoy the said rented
premises without hindrance or interruption by the Landlord or by any other
person or persons acting under or through the Landlord.
19. Landlord's Right to Enter. Landlord may, at reasonable times, enter the
Leased Premises to inspect it, to make repairs or alterations, and to show it to
potential buyers, lenders or tenants.
20. Surrender upon Termination. At the end of the lease term the Tenant shall
surrender the leased property in as good condition as it was in at the beginning
of the term, reasonable use and wear excepted.
21. Subordination. This lease, and the Tenant's leasehold interest, is and shall
be subordinate, subject and inferior to any and all liens and encumbrances now
and thereafter placed on the leased Premises by Landlord, any and all extensions
of such liens and encumbrances and all advances paid under such liens and
encumbrances.
22. Additional Provisions:
Tenant responsible for all utilities, office cleaning and real estate taxes.
Parking spaces are available. Storage of boxes included in rent.
23. Miscellaneous Terms.
(i) Notices. Any notice, statement, demand or other communication by one
party to the other, shall be given by personal delivery or by mailing the same,
postage prepaid, addressed to the Tenant at the premises, or to the Landlord at
the address set forth above.
(ii)Severability. If any clause or provision herein shall be adjudged
invalid or unenforceable by a court of competent jurisdiction or by operation of
any applicable law, it shall not affect the validity of any other clause or
provision, which shall remain in full force and effect.
(iii) Waiver. The failure of either party to enforce any of the provisions
of this lease shall not be considered a waiver of that provision or the right of
the party to thereafter enforce the provision.
(iv)Complete Agreement. This Lease constitutes the entire understanding of
the parties with respect to the subject matter hereof and may not be modified
except by an instrument in writing and signed by the parties.
(v) Successors. This Lease is binding on all parties who lawfully succeed
to the rights or take the place of the Landlord or Tenant.
IN WITNESS WHEREOF, the parties have set their hands and seals on this 1st day
of February, 1999.
LANDLORD OR LANDLORD'S AUTHORIZED AGENT TENANT
/s/ Xxxxxx Xxxxxxxxxx /s/ Xxxxxxxxx Xxxxxx
CEO, U.S. Laboratories Inc.
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Tenant
