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RANDALL
CORPORATION
420 South 17th Street
Ames, Iowa 50010
Commercial Lease
This Lease made on the date shown below by and between the
Landlord, Randall
Corporation, an Iowa Corporation, and the Tenant:
BioForce Nanosciences, A Delaware Corporation
If there is more than one Tenant, each shall be jointly and
severally liable
hereunder and all are collectively referred to as "Tenant".
1.
PREMISES LEASED
1615 Golden Aspen Drive, Suites 101, 102, 109, Ames, Iowa 50010
Landlord does lease to Tenant and Tenant leases from Landlord that
certain space
("premises"), having dimensions of approximately 100 feet in width,
80 feet in
depth, and approximately 6,000 square feet total. The location and
dimensions of
the premises are delineated on Exhibit "A".
2. TERM,
RENT, DEPOSIT
Date
Lease Begin
Lease End
Monthly Rent
Security Deposit
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11/19/04 2/1/05
1/31/08
$5,250.00
None
*Holding
Over. At this time, in the absence of a written agreement, the
term of tenancy shall convert to a month-to-month basis. Tenant
agrees to pay
Landlord the first Monthly Rent payment on the Beginning Date of
the Term of
Lease and the same amount per month, in advance, on the first day
of each month
thereafter, during the term of this Lease, with interest on all
delinquent
rental from the due date to the date of payment at the maximum
allowable rate.
All sums
shall be paid to Landlord at 420 South 17th Street or at such
other place as Landlord may direct.
3.
ASSIGNMENT OR SUBLEASE. Tenant shall not either voluntarily, or
by
operation of law, assign, transfer, mortgage, pledge, or encumber
this Lease or
any interest, and shall not sublet the said Premises or any part,
or any right
or privilege appurtenant, or allow any other person (the employees,
agents,
servants and Invitees of Tenant excepted) to occupy or use the said
Premises, or
any portion, without first obtaining the written consent of
Landlord, which
consent shall not be unreasonably withheld. Consent to any such
assignment or
subletting shall in no way relieve Tenant of any liability under
this Lease. Any
such assignment or subletting without such consent shall be void,
and at the
operation of the Landlord, constitute a default under the terms of
this Lease.
In the event that Landlord shall consent to a sublease or
assignment hereunder,
Tenant shall pay Landlord a fee of Five Hundred and 00/100(500.00)
Dollars,
incurred in connection with the processing documents necessary to
giving of such
consent.
4. USE.
Tenant shall use the Premises for Office/research/manufacturing
and shall not use or permit the Premises to be used for any other
purpose
without the prior written consent of Landlord.
Uses: Prohibited. Tenant shall not do or permit anything to be done
in or about
the Premises nor bring or keep anything therein which Is not within
the
permitted use of the premises which will In any way Increase the
existing rate
or affect any fire or other insurance upon the building or any of
its contents,
or cause a cancellation of any insurance policy covering said
building. Tenant
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 building or Injure or annoy them or use or allow the
Premises to be used
for any improper, immoral, unlawful or objectionable purpose; nor
shall Tenant
cause, maintain or permit any nuisance in, or about the Premises.
Tenant shall
not commit or allow to be committed any waste in or upon the
Premises.
5.
UTILITIES. Utilities shall be furnished and paid for by the
party
indicated on the following chart:
Gas
Electricity Water/Sewer
Garbage
Snow Removal/Lawncare
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Tenant Tenant
Tenant
Tenant
Landlord
(515) 233-2580
Fax (515) 233-2584 www.randallcorp.com info@randallcorp.com
<PAGE>
If any
such services are not separately metered to Tenant, Tenant
shall
pay a
reasonable proportion to Be determined by the Landlord of all
charges
jointly metered with other premises.
6.
MANAGER.
Randall Corporation, whose address Is 420 south 17th
Street, is the agent designated by the owner to manage the
premises
and to receive and receipt for all notices and demands upon the
owner of the premises.
7.
MAINTENANCE.
A. Tenant shall be deemed to have accepted the Premises as being
in
good, sanitary order, condition and repair. Tenant shall, at
Tenant's sole cost
and expense, keep the premises In good condition and repair (except
as provided
with respect to Landlord's obligations) including without
limitation, the
maintenance, replacement and repair of any storefront, doors,
window casements,
glass, plumbing, pipes, electrical wiring and conduits, heating and
air
conditioning system (when there is an air conditioning system).
Tenant shall
obtain a service contract for repairs and maintenance of said
system, said
maintenance contract to conform to the requirements under the
warranty, if any,
on said system. Tenant shall, upon the expiration or sooner
termination of this
Lease hereof, surrender the Premises to the Landlord in good
condition, broom
clean, ordinary wear and tear and damage from causes beyond the
reasonable
control of Tenant excepted. Any damage to premises caused by
Tenant's use of the
Premises shall be repaired at the sole cost and expense of
Tenant.
B. Landlord shall repair and maintain the structural portions of
the
Building, including the exterior walls and roof, unless such
maintenance and
repairs are caused in part or in whole by the act, neglect, fault,
or omission
of any duty by the Tenant, its agents, servants, employees,
invitees, or any
damage caused by breaking and entering, in which case Tenant shall
pay to
Landlord the actual cost of such maintenance and repairs. Landlord
shall not be
liable for any failure to make such repairs or to perform any
maintenance unless
such failure shall persist for an unreasonable time after written
notice of the
need of such repairs or maintenance is given to Landlord by Tenant.
Except as
provided in Article 22, there shall be no abatement of rent and no
liability of
Landlord by reason of any injury to or interference with Tenant's
business
arising from the making of any repairs, alterations or improvements
In or to any
portion of the building or the Premises or in or to fixtures,
appurtenances and
equipment. Tenant waives the right to make repairs at Landlord's
expense under
any law, statute or ordinance now or hereafter in effect.
8. RULES
AND REGULATIONS. All existing rules and regulations concerning
the Tenant's use and occupancy of the premises have been furnished
to the Tenant
in writing by attachment, Exhibit "B', to Tenants copy of this
Lease.
Additionally, Landlord may, from time to time, and in the manner
provided by
law, adopt further or amended written rules and regulations
concerning the
Tenant's use and occupancy of the premises.
9. ACCESS.
Landlord reserves, and shall at any and all times have, the
right to enter the Premises to inspect the same, to submit said
Premises to
perspective purchasers or tenants, to post notices of
non-responsibility, to
repair the Premises and any portion of the building of which the
Premises are a
part that Landlord may deem necessary or desirable, without
abatement of rent,
and may for that purpose erect scaffolding and other necessary
structures where
reasonably required by the character of the work to be performed,
always
providing that the entrance to the Premises shall not be
unreasonably blocked
and further providing that the business of the Tenant shall not be
interfered
with unreasonably. Landlord shall at all times have and retain a
key with which
to unlock all of the doors in, upon and about the Premises,
excluding Tenant's
vaults, safes and files, and Landlord shall have the right to use
any and all
means which Landlord may deem proper to open said doors in any
emergency, in
order to obtain entry to the Premises without liability to Tenant
except for any
failure to exercise due care for Tenant's property and any entry to
the Premises
obtained by Landlord by any of said means, or otherwise, shall not
under any
circumstances be construed or deemed to be a forcible or lawful
entry Into, or a
detainer of, the Premises, or an eviction of Tenant from the
Premises or any
portion thereof.
10.
CONSUMER PRICE INDEX (CPI) ADJUSTMENTS. The Monthly Rent as set
forth
above shall be increased if the Consumer Price Index (CPI) - U.S.
City Average-
All Urban Consumers (Index) as published by the United States
Department of
Labor's Bureau of Labor statistics, increases over the base period
Index. If the
Index for any comparison year is higher than the base period Index,
then the
minimum rental for the next year shall be increased by the
identical percentage
commencing with the next rental commencement year. In no event
shall the Monthly
Rent be less than that set forth above. CPI adjustments shall occur
once per
year.
Should the
Bureau discontinue the publication of the above Index, or
publish same less frequently, or alter same in some other manner,
then Landlord
shall adopt a substitute Index or substitute procedure which
reasonably reflects
and monitors consumer prices.
11.
SECURITY DEPOSIT. Concurrently with Tenants execution of this
Lease,
Tenant has deposited with Landlord a sum equivalent to one months
rent Said sum
shall be held by the Landlord as security for the faithful
performance by Tenant
of all the terms, covenants, and conditions of this Lease to be
kept and
performed by Tenant during the term hereof. If Tenant defaults with
respect to
the payment of the rent, Landlord may (but shall not be required
to) use, apply
or retain all or any part of this security deposit for the payment
of any rent
or any other sum in default, or for the payment of any amount that
the Landlord
may spend or become obligated to spend by reason of Tenant's
defaults, or to
compensate Landlord for any other loss or damage which Landlord may
suffer by
reason of Tenant's default. If any portion of said deposit is used
or applied,
Tenant shall within five (5) days after written demand therefore,
deposit cash
with Landlords in an amount sufficient to restore the security
deposit to Its
original amount and Tenant's failure to do so shall be a default
under this
Lease. Tenant shall not be entitled to interest on such a deposit.
If Tenant
shall fully and faithfully perform every provision of this Lease to
be performed
by it, the security deposit or any balance shall be returned to
tenant (or, at
Landlords option, to the last assignee of Tenant's interest) within
thirty (30)
days following expiration of the Lease term. In the event of
termination of
Landlord's interest in this Lease, Landlord shall transfer said
deposit to
Landlord's successor in interest.
(515) 233-2580
Fax (515) 233-2584 www.randallcorp.com info@randallcorp.com
<PAGE>
12.
[Deleted Text in Original Document]
13.
ALTERATIONS AND ADDITIONS. Tenant shall not make or allow to be
made
any alterations, additions or improvements to or of the premises or
any part
thereof without first obtaining the written consent of Landlord and
any
alterations, additions or improvements to or of said Premises,
including, but
not limited to, wall covering, paneling and built-in cabinet work,
but excepting
moveable furniture and trade fixtures, shall at once become a part
of the realty
and belong to the Landlord and shall be surrendered with the
Premises. In the
event Landlord consents to the making of any alterations,
additions, or
improvements to the Premises by Tenant, the same shall be made by
Tenant at
Tenant's sole cost and expense. Upon the expiration or sooner
termination of the
term hereof, Tenant shall, upon written demand by Landlord given at
least thirty
(30) days prior to the end of the term, at Tenant's sole cost and
expense,
forthwith and with all due diligence, remove any alterations,
additions, or
Improvements made by Tenant, designated by Landlord to be removed,
and Tenant
shall, forthwith and with all due diligence, at its sole cost and
expense,
repair any damage to the premises caused by such removal.
14. LIENS.
Tenant shall keep the Premises and the property in which the
Premises are situated free from any liens arising out of any work
performed,
materials furnished or obligations incurred by or on behalf of
Tenant Landlord
may require, at Landlord's sole option, that Tenant shall provide
to Landlord,
at Tenant's sole cost and expense, a lien and completion bond in an
amount equal
to one and one-half (1 1/2) times the estimated cost of any
improvements,
additions, or alterations in the Premises which the Tenant desires
to make, to
Insure Landlord against any liability for mechanics' and
material-men's liens
and to Insure completion of the work.
15. HOLD
HARMLESS. Tenant shall indemnify and hold harmless Landlord
against and from any and all claims arising from Tenant's use of
the Premises or
from the conduct of its business or from any activity, work, or
other such
things done, permitted or suffered by the Tenant In or about the
Premises, and
further indemnify and hold harmless Landlord against any and all
claims arising
from any breach or default in the performance of any obligation on
Tenant's part
to be performed under the terms of this Lease, or arising from any
act or
negligence of the Tenant, or any officer, agent, employee, guest,
or invitee of
the Tenant' and from all costs, attorney's fees, and liabilities
Incurred In or
about the defense of any such claim or any action or proceeding
brought thereon
and in case any action or proceeding is brought against the
Landlord by reason
of such claim. Tenant, as a material part of the consideration to
Landlord,
hereby waives all claims In respect thereof against Landlord.
Tenant shall give
prompt notice to Landlord In case of casualty or accidents In the
Premises.
Landlord
or its agents shall not be liable for any loss or damage to
persons or property resulting from fire, explosion, falling
plaster, steam, gas,
electricity, water or rain which may leak from any part of the
building or from
the pipes, appliances or plumbing works therein or from the roof,
street or
subsurface or from any other place resulting from dampness or any
other cause
whatsoever, unless caused by or due to the negligence of Landlord,
Its agents,
servants or employees. Landlord or Its agents shall not be liable
for
interference with the light, air or for any latent defect In the
Premises.
(515) 233-2580
Fax (515) 233-2584 www.randallcorp.com info@randallcorp.com
<PAGE>
16.
SUBROGATION. As long as their respective insurers so permit,
Landlord
and Tenant hereby mutually waive their respective rights of
recovery against
each other for any loss insured by fire, extended coverage and
other property
insurance policies existing for the benefit of the respective
parties. Each
party shall apply to their Insurers to obtain any special
endorsements, if
required by their insurer to evidence compliance with the
aforementioned waiver.
17.
LIABILITY INSURANCE. Tenant shall, at Tenant's expense, obtain
and
keep in force during the term of this Lease a policy on
comprehensive public
liability insurance insuring Landlord and Tenant against liability
arising out
of the ownership, use, occupancy or maintenance of the Premises.
Such insurance
shall be in the amount of not less than $1,000,000.00 for Injury or
death of
more than one person in any one accident or occurrence and in the
amount of not
less than $1,000,000.00 for injury or death of one person in any
one accident or
occurrence.
Such Insurance shall further insure Landlord and Tenant against
liability for
property damage of at least $1,000,000.00. The limit of any such
insurance shall
not, however, limit the liability of the Tenant hereunder. Tenant
may provide
this Insurance under a blanket policy, provided that said insurance
shall have a
Landlord's protective liability endorsement attached If Tenant
shall fail to
procure and maintain insurance, Landlord may, but shall not be
required to
procure and maintain same, but at the expense of the Tenant.
Insurance required
hereunder shall be In companies rated A:XII or better In "Best's
Key Rating
Guide". Tenant shall deliver to Landlord, prior to right of entry,
copies of
policies of liability insurance required or certificates evidencing
the
existence and amounts of such insurance with loss payable clauses
satisfaction
to Landlord. No policy shall be cancelable or subject to reduction
of coverage.
18.
PERSONAL PROPERTY TAXES. Tenant shall pay any and all taxes levied
or
assessed and which become payable during the term hereof upon all
Tenant's
leasehold Improvements, equipment, furniture, fixtures and any
other personal
property located In the premises. In the event any or all of the
Tenant's
leasehold improvements, furniture, equipment, fixtures and other
personal
property shall be assessed and taxed with the real property, Tenant
shall pay to
Landlord its share of such taxes within ten (10) days after
delivery to Tenant
by Landlord a statement In writing setting forth the amount of such
taxes
applicable to Tenant's property.
19.
TENANTS DEFAULT. The occurrence of any one or more of the
following
events shall constitute a default and breach of this Lease by
Tenant.
A. The vacating or abandonment of the Premises by Tenant.
B. The failure by Tenant to make any payment of rent or other
payment required to be made by Tenant, as and when due, where such
failure shall
continue for a period of ten (10) days after written notice by
Landlord to
Tenant.
C. The failure by Tenant to observe or perform any of the
covenants,
conditions or provisions of this Lease to be observed or performed
by the
Tenant, other than described in 19.B. above, where such failure
shall continue
for a period of thirty (30) days after written notice thereof by
Landlord to
Tenant; provided, that if the nature of Tenant's default Is such
that more than
thirty (30) days are reasonably required for Its cure, then Tenant
shall not be
deemed to be in default If Tenant commences such cure within said
thirty (30)
day period and thereafter diligently prosecutes such cure to
completion.
D. The making of Tenant of any general assignment or general
arrangement for the benefit of creditors; or the filing by or
against Tenant of
a petition to have Tenant adjudged bankrupt, or a petition or
reorganization or
arrangement under any law relating to bankruptcy (unless, in the
case of a
petition filed against Tenant, the same is dismissed with sixty
(60) days; or
the appointment of a trustee or a receiver to take possession of
substantially
all of Tenant's assets located at the premises or of Tenant's
interest in this
Lease, where possession is not restored to tenant within thirty
(30) days; or
attachment, execution or other judicial seizure of substantially
all of Tenants
assets located at the Premises or of Tenant's interest in this
Lease, where such
seizure is not discharged within thirty (30) days.
20.
REMEDIES IN DEFAULT. In the event of any such default or breach
by
Tenant, Landlord may at any time thereafter, with or without notice
exercise a
right or remedy which Landlord may have by reason of such default
or breach:
A. Terminate Tenants right to possession of the Premises by any
Lawful means, in which case this Lease shall terminate and Tenant
shall
Immediately surrender possession of the Premises to the Landlord.
In such event
Landlord shall be entitled to recover from Tenant all damages
incurred by
Landlord by reason of Tenant's default Including, but not limited
to, the cost
of recovering poss
