0000 Xxxxxxxxxxxx Xxxxxxxx
X.X. Xxx 0000
Xxxxxxxxxxxxxxx, Xxxxxxxx 00000
THIS LEASE, hereinafter called "Lease" made this 17th day of September
1997, between 2300 Commonwealth, hereinafter called "Landlord" and Value
America, Inc., hereafter called "Tenant".
WITNESSETH:
1. PREMISES: Landlord, in consideration of the rent which Tenant agrees to
pay, demises unto Tenant, the following property (the "Premises")
to-wit:
The entire building located on the corner of Greenbrier
Drive and Commonwealth Drive, designated as 0000 Xxxxxxxxxxxx
Xxxxx, consisting of approximately seven thousand seven
hundred seventy seven square feet (7,777 s.f.), with the
exception of Suite 201 currently occupied by Protein
Solutions.
2. TERM: The term of the Lease (the "Term") shall be for six (6) months,
commencing at noon on October 15, 1997, (or when the Premises shall be
ready for occupancy by Tenant, whichever last occurs) and expiring at
noon on April 15, 1998. Occupancy of the Premises by the Tenant shall be
deemed to be acceptance of the Premises. While it is contemplated by the
parties hereto that tenancy shall begin on said date, Landlord shall
have no liability for damages caused by said delay, unless the delay is
due to gross negligence on the part of the Landlord. For purposes of
this Lease, ready shall mean those items which Landlord has agreed to do
to make space ready, and not any special requirements the Tenant may
have to be operational.
3. SPECIAL TERMS AND CONDITIONS:
Agreed list submitted by Xxxx Xxxxxx.
4. TERMINATION: This Lease shall terminate at noon on the last day of the
Term. Should the Lease be extended or renewed under any provisions
herein or contained or by separate agreement, then the lease shall
terminate at noon on the last day of the additional term. For three (3)
months prior to the termination of this Lease the Landlord shall have
the right to post "For Rent" signs and, at reasonable times, in person
or by Landlord's duly authorized agent, to show the Premises to
prospective tenants.
5. RENT: The total rental for the initial Term of the Lease is forty two
thousand seven hundred seventy three & 500/100, ($42,773.50) due and
payable in lawful money of the United States of America in equal monthly
installments of seven thousand one hundred twenty eight & 92/100
($7,128.92) on the first day of each and every month during the Term, in
advance, and without demand being made therefore, to Landlord (its
successors or assigns) at Landlord's offices at 0000 Xxx Xxxx, Xxxxx 00,
Xxxxxxxxxxxxxxx, Xxxxxxxx 00000, or by mail to X.X. Xxx 0000,
Xxxxxxxxxxxxxxx, Xxxxxxxx 00000; or at such other place as Landlord may
from time to time in writing designate.
Late Charges: The Lessee agrees that payment not paid by Lessor in a
timely fashion shall be subject to the following late charges:
Day of Month 1st to 5th No penalty
6th to 15th $100
16th to 25th $200
30th Default
6. OPTION TO RENEW: The Term hereby granted, at the option of the Tenant
and Landlord, may be extended at the end thereof for an additional two
(2) three (3) month terms upon the same covenants and conditions, except
rent, which at the end of the initial Term, and beginning on the first
day of this additional term, shall be adjusted to:
The same amount of rent per square foot not to exceed a total of six (6)
months.
Tenant must notify Landlord in writing ninety (90) days (three months)
in advance of expiration date of the Tenant's desire to exercise renewal
option.
7. PURPOSE: The Premises are to be used for the following purpose and
for no other purpose, unless Landlord is notified in writing of any
additional usage.
8. UTILITIES: Office Tenant shall pay for electric, water and sewer and
shall have those utilities placed in their name on the date of
occupancy. Upon vacating the premises Tenant shall notify Landlord in
writing as to date that utilities shall be removed from Tenant's name.
This should not occur until a final inspection at vacancy has been
obtained. Landlord represents that Suite 201 is separately metered for
electricity.
9. MAINTENANCE OF PREMISES: Landlord shall, at his own expense, be
responsible for snow removal, trash removal from dumpster located at
rear of property, and grass and trimming of all trees and ornamentals.
Landlord covenants that he will, in a timely fashion, and at his sole
costs and expense, make such structural repairs as may be required by
natural wear and tear during the term of this Lease, and keep the
plumbing, heating and cooling systems, and electrical systems in proper
working condition, and will maintain the exterior of the Premises.
10. SECURITY DEPOSIT: Tenant has deposited with Landlord the sum of seven
thousand one hundred twenty eight & no/100 ("Security Deposit") which
shall be held by Landlord as security for the faithful performance by
Tenant of each and every obligation of Tenant hereunder. If Tenant shall
commit any breach hereunder, Landlord shall be entitled, in addition to
any other remedies available under this Lease, to utilize all or any
portion of the Security Deposit to cure such breach, in which event
Tenant shall immediately restore the Security Deposit. Upon termination
of this Lease, including any renewal or extensions thereof, provided
Tenant has fulfilled all of its obligations hereunder, the remaining
balance of the Security Deposit shall be returned to Tenant within
thirty (30) days of termination of Lease.
11. SIGNS: Lessee may install a sign on the main sign board located on the
from lawn of the building, not to exceed 12" x 24"; colors and location
to be approved by Lessor.
12. TAXES: Lessee shall pay all real estate taxes assessed against said
property.
13. DAMAGE AND DESTRUCTION: In the event of damage or destruction to the
Premises, by fire or otherwise, rendering same unfit for the carrying on
of Lessee's business, the rent shall xxxxx until said destruction or
damage is repaired, provided, however, if said repairs are not completed
within one hundred twenty (120) days after such destruction or damage,
the Lessee at its option may terminate the Lease. Nothing herein shall
be construed as requiring Lessor to rebuild or repair.
14. ASSIGNMENT OR SUBLETTING: The Premises may be sublet or assigned only
upon written notice to the Lessor. Written approval shall not be
unreasonably withheld, provided however, that the Lessor shall have the
right to reject any sub-lessee or assignees where the Lessor can
demonstrate said sub-lessee's or assignee's inability to assume the
obligations of this Lease.
Initials /s/ RS
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15. SURRENDER OF PREMISES: Lessee agrees to surrender the Premises in as
good a condition as they are at the beginning of the period of this
Lease, reasonable wear and tear excepted. The said Lessee also covenants
and agrees that the Lessor may show the premises at any time upon
reasonable notice, and may place a "For Sale" or a "For rent" sign in
one or more conspicuous places at any time, but only after notice shall
have been given by the Lessee or its intention not to renew their
Lease.
16. INSURANCE: Lessor shall carry fire and extended coverage insurance on
the building and improvements on the Premises, with a provision that
said policy may not be canceled until after thirty (30) days written
notice to the Lessee, and it will cause its insurer to furnish the
Lessee a certificate to that effect.
17. NOTICES: Official notices or communications given or required under
this Lease shall be in writing and shall be deemed given when deposited
in the United States mail, postage prepaid and addressed as follows:
If to Lessor: If to Lessee:
Xx. Xxxxx X. Xxxxxx, Xx. Value America, Inc.
2300 Commonwealth Building 0000 Xxxxxxxxxxxx Xxxxx
X.X. Xxx 0000 Xxxxxxxxxxxxxxx, XX 00000
Xxxxxxxxxxxxxxx, XX 00000 Attn: Xxx Xxxxxxx
or to such other address as to which either party may given written
notice to the other.
18. WAIVER OF SUBROGATION: Each party hereby waives all claims for recovery
from the other party for any loss or damage whatsoever the nature, cause
or extent, insured under valid and collectible insurance policies to the
extent of any recovery collectible under such insurance.
19. LIABILITY FOR NEGLIGENCE: The Landlord shall not be chargeable with any
liability by reason of negligence or otherwise for not making repairs to
the Premises. In addition, Landlord shall not be liable for any damage,
unless attributable to negligent acts of Landlord or its employees, to
person or property that the Tenant assigns or any other person or
persons may sustain on or about the Premises, whether caused by the use
of the Premises, water, electricity, gas, heating or air-conditioning
equipment or otherwise. The Premises shall be used solely by the Tenant
in accordance with the terms of this Lease, and Tenant shall take the
same responsibilities with respect to the Premises as if the Premises
were its own. The Tenant agrees to indemnify, protect and hold Landlord
harmless, at its own expense, against any and all claims which might
arise against the Landlord by reason of Value America's use of the
Premises during the Term.
Initials /s/ RS.
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20. INSPECTION: The Landlord reserves the right to inspect the Premises at
all reasonable times and show the Premises through agents or otherwise
to bona fide purchasers or prospective tenants.
21. RULES, REGULATIONS, STIPULATIONS, ETC.: The Landlord and Tenant further
covenant that the following rules, regulations and stipulations shall
be faithfully observed and performed by Tenant (including its employees,
agents, customers and visitors), to wit:
(a) The entry, corridors and stairways shall not be obstructed by
Tenant, nor used by it for any other purpose than igress or egress to
and from its offices. Mechanical closets shall not be used for storage.
(b) The doors and windows that reflect or admit light into passageways,
or into any place in the building other than the Premises shall not
covered or obstructed by Tenant. The water closets and other water
apparatus shall not be used for any purpose other than those for which
they were constructed or this Lease was made, and no sweepings, rubbish,
rags or other substance shall be thrown therein. Any damage resulting
from misuse shall be borne by the Tenant responsible for same.
(c) Except as contemplated hereby, Tenant shall not do or permit
anything to be done in or about the Premises, or bring or keep anything
therein, which will in any way increase the rate of fire insurance on
the Building or on property kept therein, or obstruct or interfere with
the rights of other tenants or in any way injure or annoy them, or which
conflicts with the laws relating to fire prevention or with the
regulations of the Fire Department, or with the requirements of any
insurance policy or carrier providing insurance upon the Building or any
part thereof.
(d) In order that the Premises may be kept in a good state of
preservation and cleanliness, Tenant shall make appropriate arrangements
for the Premises to be regularly cleaned and for the prompt removal of
all trash and rubbish.
(e) The Landlord, its agents or employees, shall have the right to
enter the Premises at any hour, to examine the same, or to make such
repairs and alterations as it shall deem necessary for the safety and
preservation of the Building, provided that the Landlord will not
unreasonably interfere with Tenant's business.
(f) No animals shall be kept in or about the Premises.
(g) If the Tenant desires special utility installations of any sort,
they shall be with the prior written approval of the Landlord who will
direct such installations with all costs thereof to be paid by the
Tenant whether the actual installment is performed by the Landlord or an
independent contractor.
Initials /s/ RS
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(h) Tenant agrees that no part of the Premises shall be used for
sleeping purposes, or any other undesirable use.
(i) Any and all damages to the Premises or other property of the
Landlord, or to the person or property of any of its tenants, due to the
negligence of the Tenant (including its employees, agents, customers or
visitors) shall be paid for by the Tenant as additional rent. Nails will
not be driven in the floors, windows, or woodwork, nor will the same be
defaced or otherwise injured, and in the event of such injury Tenant
shall immediately, without demand from the Landlord, have the same
repaired at its own expense. The Tenant shall further, at its own
expense, repair any injury, or damage to the Premises, or the Building,
caused by moving its furniture or other property in or out of the
Building. Nails can be driven in walls, and upon termination of the
Lease, Tenant shall be responsible for removal of nails and filling in
nail holes.
(j) The Landlord reserves the right to make such other and further
rules and regulations as in its judgement may from time to time be
needed for the government, safety, care and cleanliness of the Premises,
and for the preservation of good order therein.
22. QUIET POSSESSION: The Landlord, for itself, and its assigns, agrees
that the Tenant, upon paying the rental herein reserved and upon the
performance of the covenant and agreements herein provided to be
observed and performed by it, shall peaceably and quietly hold and enjoy
the Premises for and during the term hereof, or any extension thereof.
23. DEFAULT: If Lessor shall default in performing its obligations under
this Lease, Lessee shall give Lessor written notice of the deficiency,
and Lessor shall have a reasonable time to correct the same, and if not
corrected within a reasonable time and such breach is a material breach,
Lessee may terminate this Lease or take such other legal steps to which
it may be entitled.
24. FINAL UNDERSTANDING: This Lease is entered into and shall be construed
under the laws of the State of Virginia. The Landlord, and his agent,
are licensed Realtors in the State of Virginia. The Lessor, including
its executors, administrators, heirs, successors and assigns, agrees
that the Lessee, upon paying the rental herein provided, shall peaceably
and quietly hold and enjoy the demised Premises for and during the
entire time of this Lease, including any extensions thereof.
Initial /s/ RS
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THIS LEASE, executed by the Lessee and the Lessor in duplicate, merges
all the understandings and agreements between the parties hereto with
respect to the Premises and shall constitute the entire agreement which
may not be modified except in writing, and signed by Lessor and Lessee.
WITNESS THE FOLLOWING SIGNATURES:
Date: 9/18/97 /s/ Xxx Xxxxxxx
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Date: 9/18/97 /s/ Xxxx X. Xxxxxx
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2300 Commonwealth Building
Xxxx X. Xxxxxx, Agent
LESSOR IMPROVEMENTS TO 2300 COMMONWEALTH
(See 3 - Special Terms and Conditions)
FIRST FLOOR
1. New carpet in common areas and southern one half of building.
2. New floors in bathroom
3. New paint throughout.
SECOND FLOOR
1. New carpet throughout-carpet to be padded in entrance foyer and down
hall.
2. New paint throughout-removing all wallpaper from entrance area, and
Suite 101.
3. New bathroom floors.
4. Two interior walls to be removed in the Care Advantage space.
THIRD FLOOR
1. Flush mount electrical junctions on floor and remove electrical
junctions near entrance.
2. Sheetrock entire northeast room walls where paneled and replace
floor moulding
3. New paint throughout.
4. Carpet throughout with exception of southwestern room.
5. New bathroom floors
Carpet will be 26 oz level loop in a blue-steel color to match existing
carpeting. Paint will be white on all walls with trim to be blue-steel color.
