Building lease between Safescript Pharmacies Inc. (Tenant. Lessee) and Xxxxxxx
Xxxxxx Buildings, LLC(Landlord, Lessor)
XXXXXXX HE BUILDINGS STANDARD LEASE -FORM
This lease agreement is made and entered into by and between XXXXXXX XXXXXX
BUILDINGS, L.L.C., (Landlord, Lessor) and SaFescript Pharmacies, Inc. (Tenant,
Lessee). Landlord hereby leases to Tenant the improvements thereon, hereinafter
called the "Leased Premises", known as 0000 Xxxxx Xxxxxxx, Xxxxx, Xxxxx,
containing approximately 1,350 square feet.
The lease commencement (effective date of lease) date is April 12, 2002 and the
rent commencement date is June 1, 2002. The primary term of this lease shall be
2 years commencing on the rent commencement date of June 1, 2002, and ending on
the 30th day of May, 2004.
OPTION TO RENEW
The Tenant herein shall have the right to extend the terms and conditions of
this lease for an additional term of one (1) year from June 1, 2004 through May
30, 2005 by giving the Landlord written notice no later than May 1, 2004 of your
intention to exercise this option.
HOLDING OVER
Failure of Tenant to surrender the leased premises at the expiration of the
lease constitutes a holding over which shall be construed as a tenancy from
month to month at a rental per month 10% higher than the monthly rental during
the last month prior to the start of the holding over.
RENT
Tenant agrees to and shall pay Landlord at 000 Xxxx Xxxxx Xxxxxx, Xxxxx 000,
Xxxxx., Xxxxx, 00000, County of Xxxxx, Texas, or at such other place Landlord
shall designate from time to time in writing, as rent for the leased premises,
payable without demand iii equal monthly payments of $850.00, each in advance on
or before the lst day of each month, commencing on June 1, 2002, and continuing
thereafter until the termination of this lease. Rent received after the 3rd day
of the month shall be deemed delinquent. If rent is not received by Landlord by
the 3rd day of each month, Tenant shall pay a late charge of $15.00 plus a
penalty of $2.50 per clay until rent is received in full. Tenant shall pay
$25.00 for each returned check.
SECURITY DEPOSIT
(a) LESSEE shall pay a security deposit. LESSEE shall deposit the sum of
$850.00 with LESSOR, to be held by LESSOR in accordance with this section. The
deposit payment is paid with the initial. check at the time this lease is
executed.
(b) LESSOR agrees to hold any such deposit for LESSEE, and it is understood
and agreed that LESSEE's claim to the deposit shall be prior to any creditor of
LESSOR, excluding a trustee in bankruptcy.
(c) Excluding the final rental payment to be made under this Lease, it at
any time during the terms of this Lease, LESSEE shall be in default in thee
payment of all or any portion of the rent, or of any other sums expressly
constituting rent under this Lease, other than advance rental payments, LESSOR
may appropriate and apply any portion of tile security deposit as may be
necessary to the payment of the overdue rent or other sums expressly
constituting rent.
(d) If at any time during the term of this Lease, LESSEE should fall to
repair any damage to the premises that LESSEE is required to repair pursuant to
the terms of this Lease for a period greater than ten (10) days after written
demand to make the repair is served on LESSEE by LESSOR, LESSOR may appropriate
and apply any portion of the security deposit as may be reasonably necessary to
make the repairs.
Page 1 of 8
Building lease between Safescript Pharmacies Inc. (Tenant. Lessee) and Xxxxxxx
Xxxxxx Buildings, LLC(Landlord, Lessor)
(e) If on termination of this tenancy for any reason, LESSEE does not leave
the leased premises in reasonably clean condition, excluding "normal wear and
tear", then LESSOR may appropriate and apply any portion of the security deposit
as may be reasonably necessary to put the promises in such clean condition. As
used in this Lease, the term "normal rear and tear" means deterioration that
occurs, based on the use for which the premises are intended, without
negligence, carelessness, accident, or abuse of the premises or equipment of
chattels by the LESSEE, or the LESSEE invitees or guests.
(f) In the event cause exists for retaining all or any portion of the
security deposit, the LESSOR shall return too the LESSEE the balance of the
security deposit, if any, togethar with a written description and Itemized list
of all deductions. However LESSEE shall not be entitled do any portion of the
security deposit as a refund unless LESSEE given LESSON thirty (30) days written
notice of surrendering the premises. Such deductions shall be limited to damages
and charges for which she LESSEE is legally Liable under this Lease as a result
of breaching this Lease. The LESSOR shall not be required to furnish a
description or itemized list of deductions if there are any rentals due and
unpaid at the time the LESSEE surrenders possession of the premises and there is
not controversy over the amount of certain due and unpaid.
(g) within thirty (30) days after LESSEE surrenders the premises, any
remaining portion of tine security deposit, after any lawful deductions as
above. shall be returned to LESSEE, directed to the address left by LESSEE
specifically dot such purpose.
(h) Should lessor tansfer his interest under this LESSEE In any manner,
LESSOR or LESSOR's agent shall do one of the following acts, either of which
will relieve LESSOR of further liability With respect to the deposit.
(1) transfer the portion of the deposit remaining after any lawful
deductions, as above, to the successor in interest, and thereafter, notify
LESSEE by registered mail of the transfer, and of the transferee's name
arid address. On receipt of the remaining deposit, the successor in
interest of LESSOR shall have all of the rights and, on receipt by the
LESSEE of a statement signed by the successor in interest acknowledging
receipt of the responsibility for the security deposit, all of the
obligations of LESSOR with respect to such deposit. or
(2) return to LESSEE: the portion of the deposit remaining after any
lawful deductions have been made.
TAXES
Each year during the terms of this lease, Landlord shall pay real estate taxes
assessed against the leased promises in an amount equal to the total real estate
taxes assessed against the leased premises. Tenant will pay the taxes assessed
against the tenants inventory and equipment and all other property owned by
tenant and kept on the leased premises.
UTILITIES AND SERVICES
The parties agree that each shall furnish and pay for utilities and services as
indicated below:
Electricity: Tenant Water: Tenant
------ ------
Cooling: Tenant Gas: Tenant
------ ------
Heating: Tenant
------
Janitor & Cleaning Services: Tenant
------
Replacement of broken Glass: Tenant
------
Page 2 of 8
Building lease between Safescript Pharmmacies. Ina. (Tenant, Lessee) and Xxxxxxx
Xxxxxx Buildings, L.L.C(Landlord, Lessor)
Tenant is required to change filters for heating and air conditioning system
every 30 days.
USE
Tenant shall use the leased premises for the following purposes and no other:
PHARMACY
DESTRUCTION AND RESTORATION
IN the event the leased premises is partially damaged or destroyed or, rendered
partially unfit for occupancy by fire, or other casualty, Tenant shall give
immeditate notice to Landlord. Landlord many repair the damge and restore the
leased premises to substantially the same condition as immediately prior to the
occurrence of the casualty. Such repairs shall be made at Landlord's expense
unless due to Tenant's negligence. Landlord shall allow Tenant a fair reduction
of rent during the time the leased premises are partially unfit for occupancy.
If the leased premises are totally destroyed or deemed by the Landlord to be
rendered unfit for occupancy by fire or other casualty, or if Landlord shall
decide not to repair or rebuild, this lease shall terminated and the rent shall
be paid to the time of the casualty.
INSURANCE
The landlord shall pay for fire and extended coverage insurance on the buildings
and other improvements on the leased premises in an amount which shall be
increased yearly In proportion to the increase in replacement costs of the
premises. Tenant shall provide public liability and property insurance for its
business operations on the leased premises in the amount of $1,000,000.00 which
policy shall cover the landlord as well as the Tenant. Said insurance policies
required to be provided by Tenant herein shall name the Landlord as an insured
and shall be issued by an insurance company approved by Landlord. Tenant shall
provide landlord wth certificates of insurance evidencing the coverage required
herein. Tenant shall be solely responsible for fire and casualty insurance of
Tenant's property on or about the leased premises. If Tenant does not Maintain
public liability and property insurance in full force and elect, Landlord may
note notify Tenant of such failure and if Tenant. does not deliver to Landlord
within 15 days after ouch notice certification Showing all such insurance to be
in full force and effect. Landlord may at his option, take out the necessary
insurance to comply with the provision hereof and pay the premiums an the items
specified in such notice, and Tenant covenants thereupon on demand to reimburse
and pay Landlord any amount so paid or expanded in they payment of the insurance
premiums required thereby and specified in the notice, with interest thereon at
the highest rate permitted by law from the date of such payment by Landlord
until repaid by Tenant.
LIABILITY
Unless caused by the negligence or willful act of failure to Act of Landlord or
its agents or employees, Tenant waives all cleaims against landlord for damages
to the property of Tenant, resulting from the building or its equipment being
out or repair, or from act or neglect of any other tenant or occupant or any
accident or theft in or about the building.
CONDITION OF PREMISES
Tenant has examined and accepts the leased premise , in its present as is
condition as suitable for the purposes for which the same are leased, except for
the following Landlord repairs prior to occupancy:
1) Service HVAC.
2) Install new hand sink by current restrooms.
3) Make restrooms operable.
41 Remove old cabinets at back wall.
5) Remove door at xxxxx interior wall.
6) Replace six surface flourescent fixture covers.
7) Remove four intarior or paneling walls.
Building lease between Safescript Pharmmacies. Ina. (Tenant, Lessee) and Xxxxxxx
Xxxxxx Buildings, L.L.C(Landlord, Lessor)
8) Retain most easternly interior wall and add a lockable interior door
and construct a pass through window opening with lockable glass or
wood.
9) Construct a new paneling wall 14.5 feet from the front door that has a
door in its center. On the north side of this wall construct a six
foot long Counter height opening. On South side of this wall contruct
a four foot long counter height opening for a counseling area with a
two foot extension wall for privacy.
10) Install a glued-down level looped, commercial grade carpet in the area
between the front door and the existing front wall. The remainder of
lease space to be a white vinyl tile.
MAINTENANCE, AND REPAIR
Landlord shall keep the foundation, the exterior walls (except glass; windows;
doors; door closure devices; windows and door frames, molding, locks and
hardware; and interior painting or other treatment of exterior walls) and the
roof of the leased premises in good repair except that Landlord shall not be
required to make any repairs occasioned by the act or negligence of Tenant or
his employees or contractors. Landlord is responsible for maintenance of the
common area and common area equipment. If Landlord is responsible for any such
repair and maintenance, Tenant agrees to give Landlord written notice of needed
repairs. Landlord shall make such repairs within a reasonable time. Tenant shall
notify landlord immediately of any emergency repairs. Tenant shall keep the
leased premises in good, clean condition and shall at its sole cost and expense,
make all needed repairs and replacements, including replacement of cracked or
broken glass, except for repairs and replacements to be made by Landlord under
this section or any other section of this lease. If any repairs required to be
made by Tenant hereunder are not made within ten (10) days after written notice
delivered to Tenant by Landlord, Landlord may at its option make such raps
repairs r n without liability to Tenant for any loss or damage which may result
by reason of such repairs, and Tenant shall pay to Landlord upon demand as
additional rent hereunder the cost of such repairs plus interest. At the
termination of this lease, Tenant shall deliver the leased premises in good
order and condition, normal wear and tear excepted. Normal wear and tear means
detorioration which occurs without negligence carelessness, accident or abuse.
Tenant is responsible for the entire cost of minor repairs and maintenance of
the heating and air conditioning equipment. Landlord assumes responsibility for
the entire cost of major repairs and any necessary replacements of the air
conditioning compressor, the air conditioning condenser, and the heat exchanger
for the furnace. Minor repairs are defined as any repairs costing less than
$250.00 per occurrence, and major repairs era defined as any repairs costing
$250.00 or more per occurrence. Tenant is responsible for notifying the Landlord
of defects in the system that the Landlord must repair.
ALTERATIONS
A11 alteration, additions and improvements, except trade fixtures, installed at
expense of Tanant, shall become the property of Landlord and shall remain upon
and be surrendered with the leased premises as a part thereof an the termination
of this lease. Such alterations, additions and improvements may only he made
with the prior written consent of landlord, which consent shall not be
unreasonably withheld. If Consent is granted for the making of improvements or
alterations to the leased premises, such improvements and alterations shall not
commence until Tenant has furnished to Landlord a certificate of insurance
allowing coverage in an amount satisfactoy to Landlord protectin Landlord from
liability for injury to any person and damage to any personal property on or off
Page 4 of 8
Building lease between Safescript Pharmmacies. Ina. (Tenant, Lessee) and Xxxxxxx
Xxxxxx Buildings, L.L.C(Landlord, Lessor)
the leaetd premises, in connection with the making of such improvements or
alterations. No equipment or structure or advertising of any kind shall he
placed on the roof or elsewhere on the leased premises by Tenant without prior
written permission of Landlord. If such permission is granted, such work or
installation shall be done At Tenant's expense and in such amanner that the roof
shall not be damaged thereby. If such equipment or item is removed from the roof
by Tenant, Tenant shall promptly repair at its expense any damages resulting
from such removal. At the termination of this lease, Tanant shall deliver the
leased premises in good order and condition, natural deterioration only
excepted. Any damages caused by the installation or removal of trade fixtures
shall be repaired at Tenant's expense prior to the expiration of the lease term.
All alterations, imporovements, additions, and repairs made by Tenant shall be
made in good and workmanlike manner.
COMPLIANCE WITH LAWS AND XXXXX-ATIO14
Tenant shall, at its own expense, comply with all laws, order, and requirements
of all governmental entities with reference to the use and occupancy of the
leased premises. Tenant and Tenant's agents, employees and invitees shall fully
comply with any rules and regulations governing the use of the buildings or
other improvements to the leased promises required by the Landlord. Landlord may
make reasonable changes in such rules and regulations from time to time as
deemed advisable for the safety, care and cleanilness of the leased premises,
provided same are in writing and are not in conflict with this lease..
ASSIGNMENT AND SUBLETTING
Tenant shall not assitn this lease nor sublet the leased premises or any
interest therein without first obtaining the written consent of the Landlord. An
assignment or subletting without the written consent of Landlord shall be void
and shall, at time option or Landlord, terminate thisa lease.
TENANT DEFAULT AND REMOVAL OF ABANDONED PROPERTY
If Tenant abandons the premises or otherwise defaults in the performance of any
obligations or covenants herein, Landlord may enforces the performance of this
lease in any manner provided by law. This lease may be terminated at Landlord's
discretion if such abandonment or default continued for a poriod of 10 days
after Landlord notifies Tenant of such abandonment or default and of Landlord's
intention to declare this lease terminated. Such notice shall be sent by
Landlord to Tenat at Tenant's last known address by certified mail. If Tenant
has not completely removed or cured default within the 10 day period, this lease
shall terminate. Thereafter, Landlord or its agents shall have the right,
without further notice or demand, to enter the leased premises and remove all
property without being deemed guilty of trespass and without waiving any other
remedies for arrears of rent or breach of covenant. Upon abandonment or default
by the Tenant, the remaining unpaid portion of the rental from the paragraphs
herein shall become due and payable. For purposes of this section, Tenant is
presumed to have abandoned the premises if goods, equipment, or other propertv,
in an amount substantial enough to indicate a probable intent to abandon the
premises, is being or has been reanoved from the premises and the removal is not
within the normal course of Tenant's business. Landlord ahall have the right to
store any property of Tanant that remains on premises that is abandoned; and, in
addition to Landlord's other rights, Landlord may dispose of the stored property
if Tenant does not claim the property within 60 days aftar the date the property
is stored. provided Landlord delivers by certified mail to Tenant at Tenant's
last known address a notice stating that Landlord may dispose of Tenant's
property if Tenant doem not claim the propcrty within 60 days after the date the
property is stored.
INTERRUPTION OF UTILITIES
Landlord or Lanlord's agent may not interrupt or cause the interruption of
utility services paid directly to the utility company by Tenant unless
interruption results from bona fide repairs, construction, or an emergency. If
any utility services furnished by Landlord are interrupted and continue to be
interrupted despite the good faith effort of Landlord to remedy same, Landlord
shall not be liable in any respect for damages to the person or property of
Page 5 of 8
Building lease between Safescript Pharmmacies. Ina. (Tenant, Lessee) and Xxxxxxx
Xxxxxx Buildings, L.L.C(Landlord, Lessor)
Tenant or Tenant's employees, agents or guests, and same shall not be construed
as grounds for constructive eviction or abatement of rent .Landlord shall use
reasonable diligence to repair and remedy such interruption promptly.
EXCLUSION of TENANT
Landlord may not intentionally prevent Tenant from entering the leased premises
except by Judicial process unless the exclusion results from: (a) bona fide
repairs, construction, or an emergency; (b) removing the contents of premises
abandoned by Tenant; or (c) changing the door locks of Tenant in the evant
Tenant is delinquent in paying at least part of the rent. If Landlord or
Landlord's agent changed the door Locks of Tenant, in the event Tenant is
delinquent in paying rent, landlord or Landlord's agent must place a written
notice on Tenant's front door stating the name and address or telephone number
of the individual or company from unich the new key may be obtained. The new key
is required to be provided only during Tenant's regular business hours.
LIEN
Landlord is granted an express contractual lien, in addition to any lien
provided by law, and a security interest in all property of Tenant found on the
leased premises to secure the compliance by Tenant with all terms of this lease.
SUBORDINATION
Landlord is hereby irrevocably vested with full power and authority to
subordinate this lease to any mortgage, deed of trust, or other lien hereafter
placed on the demised premises and Tenant agrees on demand to execute such
further instruments subordinaring this lease as Landlord may request, provided
such subordination shall be on the express conditions that this lease shall be
recognized by the mortagagee, and the rights of Tenant shall remain in full
force and effect during the term of this leases so long as Tenant shall continue
to perform all of the convenants and conditions of this lease
INDEMNITY
Landlord and its employees and agents shall not be liable to Tenant or Tenant's
employees, patrons, visitors, invitees or any other persons for any injury to to
any such persons or for damages to personal property caused by an act, omission,
or neglect of Tenant or Tenant's agents or of any other tenant on the premises
of which the leased premises is a part. Tenant agrees to indemnify and hold
Landlord and its employees and agents harmless from any and all claims for such
injury and damages, Whether the injury occurs on or off the leased premises.
FIRE EXTINGUISHER
Tenant must furnish a fire extinguisher with a minimum of 2AI08C and have it
checked and tagged yearly by an authorized State Inspector and furnish Landlord
a copy of statement.
SIGNS
Tenant shall note post or paint any signs at, on or about the leased premises or
paint the exterior walls of the building except with the prior written constent
of the Landlord. Tenant may, with prior written consent of that Landlord, have a
sign int the canopy consistent with size and style of others in the Shopping
Center, and one slot on the free standing sign on Beckham. Landlord shall have
the right to remove any sign or signs in order to maintain that leased premises
or to make any repairs of alterations thereto.
Pagc 6 of 8
Building lease between Safescript Pharmmacies. Ina. (Tenant, Lessee) and Xxxxxxx
Xxxxxx Buildings, L.L.C(Landlord, Lessor)
TENANT BANKRUPTCY
If Tenant becomes bankrupt of make voluntary assignment for the benefit of
creditors or if a receiver is appointed for Tenant, Landlord may terminate this
lease by giving five (5) days written notice to Tenant of Landlord's intention
to do so.
CONDEMNATION
If the whole or any substantial part of the leased premises is taken for any
public or quasi-public use under any governmental law, ordinance or regulation
or by right of eminint domain or should the leased premises be sold to a
comdemning authority under threat of condemnation, this lease shall terminate
and the rent shall be abated during the unexpired portion of the lease effective
fromthe date of the physical taking of the leased premises.
NOTICES
Notices to Tenant shall be by certified mail or, other delivery to0 the leased
premises or to Tenant's last known address. Notices to Landlord shall be by
certified mail to the place where rent is payable.
DEFAULT BY LANDLORD
In the event or breach by Landlord of any covenant, warranty, term or obligation
of this lease, then Landlord's failure to cure same or commmence a good faith
effort to cure same within 1O days after written notice thereof by Tenant shall
be considered a default and shall entitle Tenant to terminate this lease.
SIGNS
During the last 30 days of this lease, a "For sale" Sign and/or a "For Lease"
sign may be displayed on the leased premises and the leased premises may be
shown ac reasonable times to prospective purchasers or tenant.
RIGHT OF ENTRY
Landlord shall have the right during normal business hours to enter the demised
premises: (a) to inspect the general condition and state of repair thereof (b)
to make repairs required or permitted under this lease, or (c) for any other
reasonable purpose.
WAIVER OF BREACH
The waiver by Landlord of any breach of any provision of this lease shall not
constitute a continuing waiver or a waiver of any subsequent breach of the same
or a different provision of this lease.
TIME OF ESSENCE
Time is expressly declared to be of the essence in this lease.
BINDING Of HEIRS ANDS ASSIG14S
Subject to the provisiona of this lease pertaining to assignment of the Tenant's
interest all, provisions of this lease shall extent to and bind, or inure to the
benefit not only of the parties to this lease but to each and every one of their
heirs, executors, representatives, successors, and assigns of Landlord or
Tenant.
RIGHTS AND REMEDIES CUMULATIVE
The rights and remedies by this lease agreement era cumulative and the use of
any one right, or remedy by either party shall not preclude or waive its right
to use any or all other remedies. Said rights and remedies are given in addition
to any other rights the parties may have by law, statute, ordinance, or
otherwise.
Page 7 of 8
Building lease between Safescript Pharmmacies. Ina. (Tenant, Lessee) and Xxxxxxx
Xxxxxx Buildings, L.L.C(Landlord, Lessor)
TEXAS LAW TO APPLY
This agreement shall be construed under and in accordance with the laws of the
State of Texas.
LEGAL CONSTRUCTION
In case any one or more of the provisions contained in this agreement shall for
any reason be held to be invalid, illegal, or unenforceable in any respect, such
invalidity, illegality, or unenforceablility shall not affect any other
provision hereof and this agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein.
PRIOR AGREEMENTS SUPERSEDED
This agreement constitutes the sole and only agreement of the parties to this
lease and superseades any prior understandings or written or oral agreements
between the parties respecting the subject matter of this lease.
AMENDMENT
No amendment, modification, or alteration of the terms hereof shall be binding
unless it is in writing, dated susaquent to the date hereof, and duly executed
by the parties
ATTORNEY' FEES
Any signatory to this lease agreement who is the prevailing party in any legal
proceeding against any other signatory brought under or with relation to this
lease agreement or this transaction shall be additionally entitled to recover
court costs, reasonable attorney fees, and all other out-of-pocket costs of
litigation, including deposition, travel and witness costs, from the
nonprevailing party
THIS IS A LEGAL DOCUMENT. READ IT CAREFULLY. IF YOU D0 NOT UNDERSTAND THE EFFECT
OF ANY PART OF THIS AGREEMENT, SEEK COMPETENT LEGAL ADVICE.
Executed this 12th day of April, 2002. 2002,
MAKE CHECKS PAYABLE' XXXXXX-XXXXXX BUILDINGS, LLC
/s/ Xxxxxx Xxxxxxx /s/ Xxxxxx Xxxxxx
------------------------- -----------------------------------------
Xxxxxx Xxxxxx Real Estate Services
NAME: Xxxxxx Xxxxxxx Manager for Xxxxxxx-Xxxxxx Buildings, LLC
------------------ 000 Xxxx Xxxxx Xxxxxx, Xxxxx 000
Xxxxx, XX 00000
It's: President
-------------------
(President, etc.)
MAKE CHECKS PAYABLE: XXXXXXX XXXXXX BUILDINGS, LLC
State of Texas
County of Xxxxxxxx
Subscribed and sworn before me this 12th day of April 2002, Xxxxxx X. Xxxxxxx
and Xxxxxx Xxxxxx.
[GRAPHIC OMITTED] Xxxx X. Xxxxxx
--------------
Notary Public
commission exp. 6/30/2005
Page 8 of 8
