Exhibit 10.12
LEASE AGREEMENT
Be it known, that on the undersigned dates before the undersigned
competent witnesses, came and appeared: Xxxxx Xxxxx who have a
permanent mailing address of 0000 Xxxx Xxxx xx Xxxxxxx Xxxx, XX 00000,
(hereinafter collectively referred to as "Lessor").
And
Safescript Pharmacies, Inc., a Texas Corporation (hereinafter referred
to as "Lessee"). Who did declare & agree as follows:
1. LEASED PREMISES. Lessor hereby leases unto Lessee, for the
term, and at the rental and upon the other terms and
conditions hereinafter set forth, the premises located at:
0000 Xxxx Xxxx Xxxxx X xx Xxxxxxx Xxxx, Xx in Xxxxxxx Xxxxxx
00000, (hereinafter referred to as "the Leased Premises").
2. TERM. The term of this lease shall be Five years (5) years or
until sooner terminated as herein provided, commencing on the
11th day of February, 2003 and ending on 10th day of February,
2008
In the event Lessee desires to remain a tenant of the Leased Premises after the
expiration of the lease term, and Lessor agrees to such tenancy, Lessee shall
execute a new lease at the expiration of lease term. If Lessee fails to execute
a new lease at the expiration of the lease term, but continues to occupy said
Leased Premises, the Lessor shall have the option to evict said Lessee or allow
said holding over by the Lessee to result in a month-to-month tenancy. Upon
creation of a month-to-month tenancy, the Lessee shall remain bound by all
pertinent and applicable provisions of this lease agreement, except Lessor shall
have the right to terminate Lessee's tenancy upon written notice to Lessee at
least ten (10) days prior to the end of any month's tenancy. Lessee shall have
the right to terminate its month-to-month tenancy upon written notice to Lessor
at least thirty (30) days prior to the end of any month's tenancy.
3. RENTAL. Lessee shall pay to Lessor a monthly rental of Two
Thousands & no/100 Dollars, ($2,000.00), due and payable on
the fifth day of the month for that month, beginning on the
month of occupancy, without prior notice or demand, subject to
any adjustments provided herein which may from time to time
apply. If payment is not received on the fifth day of the
month, a late charge of Ten (10%) percent will be added to the
monthly rental payment. Lessor's agreement to accept a late
payment shall in no way impair its right to terminate this
Lease for an untimely rental payment.
4. SECURITY DEPOSIT. Lessee agrees to pay the sum of Five Hundred
& No/100 ($500.00) Dollars as a security deposit to be held by
lessor. At the end of the lease term, after written
notification by Lessee of its intent to recover the security
deposit, the Lessor shall have thirty (30) days from the date
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notification is received by the Lessor, to inspect the Leased
Premises to insure that the Lessee has not violated any of the
terms and conditions of this Lease. After the expiration of
the thirty (30) day period, or upon inspection of the Leased
Premises by the Lessor, whichever occurs sooner, if Lessee is
entitled to repayment of the security deposit, Lessor shall
send the payment to the address designated by Lessee in
Lessee's notification.
5. USE. Lessee shall use and occupy the Leased Premises as an
Retail/ office and for no other purpose without the written
consent of Lessor. Under no event will the storage of
Hazardous Materials, as defined by federal or state law, be
allowed.
6. UTILITES AND SERVICES. Lessee shall be responsible for payment
of all utilities.
7. QUIET ENJOYMENT. Lessor covenants that so long as Lessee is
not in default hereunder, Lessee shall and may peaceably and
quietly have, hold and enjoy the Leased premises during the
term of this lease and any renewal or extension thereof.
8. MAINTENANCE AND REPAIRS. Lessee accepts the Leased Premises in
its condition at the beginning of the term of this lease and
acknowledges said Leased premises are in a good and
satisfactory condition. Lessee assumes responsibility through
the term of this lease for maintaining said premises in a
good, orderly and safe condition and state of repair. This
agreement to keep the Leased Premises in a state of good
repair applies to all needed repairs, including but not
limited to glass breakage, lights and lighting fixtures, and
the mechanical systems on the Leased Premises. All such
maintenance and repair undertaken by Lessee shall be completed
to the satisfaction of the Lessor and shall be done by
engineers, contractors, electricians, painters, mechanics or
others approved by the Lessor, but at the sole cost and
expense of Lessee.
9. ALTERATIONS. Lessee shall make no installations, alterations
or improvements in or to the Leased Premises without Lessor's
prior written consent and then at the sole expense of Lessee
and only by engineers, contractors, or mechanics approved by
Lessor and subject to such conditions as lessor may impose.
Lessee shall obtain all permits, approvals and certificates
required by government bodies or agencies and certificates of
final approval thereof and shall deliver duplicates of all
permits, approvals and certificates to Lessor upon receipt
thereof. Lessee agrees to carry, or cause Lessee's contractor
and sub-contractors to carry, such workmen's compensation,
general liability, personal and property damage insurance as
Lessor may require. Any lien filed against the Leases Premises
for work claimed to have been done for, or for materials
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claimed to have been furnished to Lessee, shall be discharged
within ten (10) days thereafter, at Lessee's expense. If
Lessee fails to discharge any such lien, then Lessor at
Lessor's option, may discharge such lien and charge costs
incurred in such discharge as additional rent on the next
installment of rent falling due.
10. LIABILITY. Lessee agrees to indemnify and hold Lessor harmless
against all liability, loss, cost damage or expense, including
reasonable attorney's fees, arising out of any action or
occurrence or omission causing loss of life or personal injury
or damage to any personal property whatsoever occurring on or
about the Leased Premises or any part thereof, or occurring to
the Leased Premises, including without limitations, damage or
injury caused by vice or defect in the Leased premises. This
agreement to indemnify and hold harmless shall provide the
maximum protection for the Lessor as allowed by law.
11. LIABILITY INSURANCE. Lessor will purchase and maintain general
liability insurance against claims for property damage,
personal injury and death occurring in, on or about the Leased
Premises with such insurance to afford protection in a single
limit of not less than One Million Dollars.
12. FIRE/CASUALTY INSURANCE. Lessee hereby acknowledges that
Lessor does not agree to provide any insurance for damage to
contents or personal property. In case or fire or other
casualty, Lessee shall give immediate notice thereof to
Lessor.
13. ACCESS TO PREMISES. Lessor and Lessor's agents shall have the
right, during the hours of 8:00 a.m. to 5:00 p.m.. Monday
through Saturday, to inspect the Leased Premises.
14. DEFAULT. In the case of failure by Lessee to pay any
installment of rent punctually when due or failure to remedy
upon demand default by Lessee with respect to any of the other
covenants, conditions, and agreements contained herein or in
any rider or other addendum hereto, or if a petition in
bankruptcy is filed by Lessee, or if proceedings under any
debtor's relief law shall be filed against Lessee, or if
Lessee becomes insolvent, or if proceedings are taken by or
against Lessee seeking the appointment of a receiver or
similar relief, Lessor may, in addition to any other right or
rights which Lessor may have under the provisions of this
lease or by law, and at Lessors option: (1) proceed for past
due installments of rent, only, reserving its right to proceed
later for the remaining installments, or (2) declare all of
the unpaid installments of rent at once due and payable,
whereupon the whole thereof shall become and be immediately
due and payable, anything herein tot he contrary
notwithstanding, and proceed to enforce its legal remedies
hereunder, or (3) declare this lease to be terminated and
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immediately expel Lessee without, however, waiving Lessor's
right to collect all installments of rent and other payments
due and owing for the period up to the time Lessor regains
occupancy. All rights and remedies of Lessor under this lease
shall be cumulative and none shall exclude any other right and
remedy allowed by this lease or by law.
Lessee further hereby waives its right to any notice
to vacate the Leased premises prior to the
institution of any eviction proceedings against
Lessee.
15. WAIVER OF BREACH. The failure of Lessor to insist upon strict
performance of any covenants of this lease shall not be
construed as a waiver of relinquishment thereof, but the same
shall continue and remain in full force and effect. The
receipt by Lessor of rent with the knowledge of the breach of
any covenant of Lessee hereunder shall not be deemed a waiver
of the rights of Lessor with respect to such breach, and no
waiver by Lessor of any provisions hereof shall be deemed to
have been made unless expressed in writing and signed by the
Lessor.
16. SURRENDER OF PREMISES. Lessee shall, at the termination of
this lease, by lapse of time or otherwise, return the Leased
Premises in as good condition as when received, loss by fire
or other unavoidable casualty and ordinary wear excepted.
All installations, additions, fixtures and
improvements in or on the Leased Premises, whether
placed there by Lessee or Lessor, and including,
without limitation, paneling, decorations,
partitions, railings, carpeting and flooring, shall
become the property of Lessor and shall remain upon
the Leased Premises at the termination of the lease
without compensation, allowance or credit to the
Lessee.
Any furniture, equipment, machinery or other movable
property brought onto the Leased premises during the
Lessee's occupancy thereof and not removed at the
termination of this lease may be removed by Lessor,
at Lessor's option, and stored in Lessor's or
Lessee's name, but at the cost, expense and risk of
Lessee, with no liability upon Lessor for loss or
injury thereto and without prejudice to Lessor's lien
and privilege securing all sums due hereunder.
Lessee expressly waives any notice to vacate and all
legal delays to which it may be entitled at the end
of the lease term or at the termination of this lease
for any other cause and hereby consents that Lessor
may immediately take possession of the Leased
Premises upon the expiration or termination of this
lease.
17. EXPENSES AND ATTORNEY'S FEES. Lessee shall pay the Lessor as
additional rent hereunder all attorney's fees and expenses and
all of the expenses and all of the expenses which may be
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incurred by Lessor in enforcing any of the obligations of
Lessee under this lease or in any litigation or negotiation in
which Lessor shall become involved through or because of this
lease. For any event of default caused by Lessee's failure to
pay a sum of money due, interest on the payment shall accrue
at the rate of 18% per annum from the date the payment was
due.
18. ASSIGNMENT AND SUBLETTING. Lessee shall not assign or permit
an assignment by operation of law of this lease or any
interest hereunder, or sublet or suffer or permit the Leased
Premises or any part thereof to be used by any party other
than Lessee. Any approval by Lessor of an assignment or
subletting by Lessee shall not release or discharge Lessee
from any obligation, covenant, term or condition contained in
this lease.
19. NOTICE. Any notice to be given under this lease by Lessor to
Lessee shall be considered made when mailed, addressed to the
Lessee and mailed by registered or certified mail, postage
prepaid to the Lessee at the address of the Leased Premises.
20. GUARANTOR. Xx. Xxxx Xxxxxxx, ("Guarantor") appears herein to
personally guarantee the performance of these obligations by
Lessee and Guarantor and Lessee agree to be solidarity bound
to the terms contained herein.
21. Xxxxx Xxxxx will provide exterior lighted signs for Lessee
near the road and on front of unit.
22. Xxxxx Xxxxx will complete the build out for the interior areas
of unit as needed by Lessee.
IN WITNESS WHEREOF, the parties hereto have executed this Lease on the
____ day of ________________,20____
LESSEE: LESSOR:
_________________________ _________________________
Xx. Xxxx Xxxxxxx XXXXX XXXXX
_________________________ _________________________
Co-Applicant Witness
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NOTE: Safescript Pharmacies Inc.
0000 Xxxx Xxxx
Xxxxxxxx, Xxxxx 00000
Xx. Xxxxxx Xxxxxxx Vice President
Xx. Xxxx Xxxxxxx CEO
Mr. Xxx Xxxxx President
Xx. Xxxxx Xxxxxxxx CFO
Phone: 000-000-0000
Fax: 000-000-0000
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