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Gloucester county leases FOIA response.6.23.15

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Gloucester County, Virginia library, health department and other lease agreements

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Gloucester county leases FOIA response.6.23.15

  1. 1. Gloucester Department of Community Education P.O. BOX 1306 GLOUCESTER, VIRGINIA 23061 804-693-5730 FAX: 693-0509 EMAIL: clewis@gloucesterva.info   Tuesday, June 23, 2015 Mr. Kenneth Hogge, Sr. 1529 Laurens Road Gloucester Point, VA 23062 Re: FOIA Request Dear Mr. Hogge: Pursuant to your FOIA request received on June 5, 2015 and as referenced in the packet of responsive documents, please find enclosed all the identified public records that respond to your request. FOIA provisions allow a locality to charge a reasonable fee to search for, access, compile and respond to requested records. Staff time involved in responding to your request was 3 hours of clerical time at a rate of $15 per hour. The total charge is $45.00. Please remit payment by check made payable to the “County of Gloucester” for the total amount and mail to the Gloucester County Treasurer Office, 6489 Main Street, Gloucester, VA 23061 or you may bring the payment in person. Please include the payment statement below with your payment. If I may be of further assistance concerning your FOIA request, please let me know. Sincerely, Christi A. Lewis Christi A. Lewis, Director Gloucester Department of Community Education c.c. Sandy Wanner, Interim County Administrator E. Ted Wilmot, County Attorney Brian Lewis, County Engineer Tara Thomas, Treasurer ---------------------------------------------------------------------------------------------------------------------- COUNTY OF GLOUCESTER Date: June 22, 2015 FREEDOM OF INFORMATION ACT PAYMENT Mr. Kenneth Hogge, Sr. Total Charge: $45 Reference # 1031018000000000-31899130 1529 Laurens Road Gloucester Point, VA 23062
  2. 2. County of Gloucester Request for Public Records Pursuant to the Virginia Freedom of Information Act (FOIA) In order for the County of Gloucester to accurately process your request for public records under FOIA, please provide the following information to help us assist you. Date of Request: ___________________ Time of Request: _______________ Person Submitting Request: _______________________________________________________ Mailing Address: _______________________________________________________________ ______________________________________________________________________________ City State Zip Code Telephone Number(s) for Contact: ________________________________________________  I understand that I will be charged for copying costs and may be assessed for the administrative time utilized to search for the documents or data requested. A current schedule of costs is available upon request.  I request that all charges for supplying the records I have requested be estimated in advance. I also understand that if charges are expected to exceed $200, I will be required to pay estimated charges in advance. Description of Public Records Requested: RETURN COMPLETED FORM TO: Freedom of Information Compliance Officer Gloucester County Department of Community Education P.O. Box 1306, Gloucester, VA 23061 Telephone (804) 693-5730 Fax: (804) 693-0509 Email: clewis@gloucesterva.info RECEIVING DEPARTMENT/OFFICE Person & Department Receiving Request: ___________________________________________ Request Received: ___ In Person ___ By Phone ___ In Writing (includes e-mail & attach to form) FOIA OFFICER USE ONLY Date Request Received by FOIA Office: ________________ Response Type: ___ Granted ___ Partial ___ Denied ___ Extension Requested & Date: __________ Response Sent/Provided Date: _____________________ Specific Information Provided: _____________________ Specific Charges and Payment: _____________________ Revised 9.08 05/19/2015 8:00pm Kenneth E. Hogge, Sr. 1529 Laurens Road Gloucester Point Va. 23062 757-508-7603 Please provide electronic copies of any and all lease/rental agreements for each library, the health department and any and all other spaces rented or leased to Gloucester County. Christi Lewis/Community Ed x Received on 6.5.15. Issue of lost email communicated. 6/5/15 x 6/12/15 6/23/15 see file $45 (3 hrs. @ $15)
  3. 3. FINAL 12/12/02 'LEAS E THIS DEED OF LEASE ("Lease")~ entered into this Is11aay of December, 2002, by and between Main Street Gloucester, Inc., a Virginia corporation with its principal place of business at c/o Great Atlantic Management, LLC, 293 Independence Boulevard, Suite 400, Virginia Beach, Virginia 23462, and the Board of Supervisors of Gloucester County, Virginia, a political subdivision ofthe Commonwealth of Virginia with its principal office and place of business at 6467 Main Street, Gloucester, Virginia 23061, Lessee. WITNESSETH 1. PREMISES. Lessor hereby leases unto Lessee, on the following terms and conditions, 24,000 square feet, inside dimensions (the "Demised Premises"), having street address 6920 Main Street, Gloucester, Virginia 23061 located in and a part of Gloucester Exchange Shopping Center, 6289-6920 Main Street, Gloucester, Virginia 23061 (the "Shopping Center"), which Shopping Center is shown on the Plot Plan attached hereto as Exhibit "A" and made a part hereof (with the Demised Premises being outlined or marked thereon in yellow) together with each and every appurtenance thereto. Lessor is negotiating to aequire the Shopping Center. Upon closing of such acquisition, Lessor represents and warrants that it owns lawful title to the Shopping Center (a) in fee
  4. 4. simple as to certain parcels and (b) as to the remainder ofthe Shopping Center, as tenant under the tenns of long tenn ground leases (the "Ground Lease") each ofwhich has an initial tenn expiring August 31, 2012. The Shopping Center is more particularly described on the legal description attached hereto and made a part hereof as Exhibit "B." A complete copy ofthe Ground Lease is attached hereto and made a part hereof as Exhibit "D". Lessor further represents and warrants that it shall not modifY any provision of the Ground Lease related to (i) the initial tenn or any extended period ofthe Ground Lease or (ii) any rights provided in the Ground Lease of any sublessee, without the written consent ofLessee, such consent not to be unreasonably withheld, conditioned or delayed. 2. TERM. A. COMMENCEMENT. To have and to hold the Demised Premises with the appurtenances thereto, unto Lessee for the tenn provided hereafter upon the covenants and agreements herein set forth, the tenn ofthis Lease shall commence upon: (l) that date thirty (30) days after the Lessor has completed all work and renovation required to be perfonned by it as described in "Scope of Work", Exhibit "C", attached hereto and made a part thereof (but such date in no event shall be earlier than July 1, 2003), or (2) the date on which Lessee shall open the Demised Premises for business to the public, whichever of said dates shall first occur, such date being hereinafter referred to as "Commencement Date", subject, however, to the provisions ofParagraph 2-C hereof. 2
  5. 5. B. TERM; RENEWAL TERMS; USE. The initial tenn ("Initial Tenn") ofthis Lease shall end on the last day ofthe tenth (10th ) consecutive full Lease Year (as such tenn is hereinafter defined), unless sooner tenninated as provided or pennitted herein. Lessor and Lessee shall enter into a Lease Modification Agreement confinning the Commencement Date and expiration date ofthis Lease within thirty (30) days after the Commencement Date. It is expressly agreed that such action by Lessee shall not constitute acceptance ofsuch Demised Premises as being completed as required herein. Provided it shall not be in default hereunder, Lessee shall be entitled to extend the term of this Lease for four (4) successive periods of five (5) years each (each, a "Renewal Term"), upon the same terms and conditions as herein set forth, except as to tenn, number of renewals, rental and additional rental. L,essee may extend this Lease for the next Renewal Term by giving Lessor written notice as provided herein not less than one hundred eighty (180) days prior to the expiration ofthe Initial Ternl, or of the first, second or third Renewal Tenn, as applicable. In the event Lessee does not give notice of exercising its right to renew this Lease, all succeeding renewals shall terminate. Lessor, in its sole discretion, may waive the requirement that Lessee provide notice ofat least one hundred eighty (180) days ofLessee's election to extend this Lease for the next Renewal Term. Lessee may use the Demised Premises for a public library, media center and community meeting facility and for no other purposes without the prior written consent ofLessor, which consent may not be unreasonably withheld, conditioned, or delayed. 3
  6. 6. c. LEASE YEAR DEFINED. The term "Lease Year" as used herein shall mean each twelve (12) full calendar months during the term hereof. The first Lease Year shall begin on the Commencement Date if the Commencement Date shall occur on the first (1st) day ofthe month; otherwise, the first Lease Year shall commence on the first day of the first full month next following. The period, if any, prior to the commencement ofthe first Lease Year shall be a partial month. 3. RENT. The rental during the Initial Term shall be twelve thousand five hundred and 00/100 ($12,500.00) dollars per calendar month payable in advance on or before the first day ofeach month without offset or demand, except as otherwise provided herein. The monthly rental during the first Renewal Term shall be the lesser of(a) $13,750.00 (representing a 10% increase over the monthly rental during the Initial Term) and (b) the monthly rental calculated by multiplying the $12,500 by a fraction, the numerator of which is the "South" Consumer Price Index (All Items, All Urban Consumers) for the last month ofthe Initial Term and the denominator ofwhich is the "South" Consumer Price t ~ .. Index (All Items, All Urban Consumers) for the month in which the Commencement Date occurs (representing an increase based upon the increase in the "South" Consumer Price Index (All Items, All Urban Consumers) during the Initial Term). Such monthly rental shall be payable in monthly installments in advance on or before the first day of each month ofthe first Renewal Term without offset or demand, except as otherwise provided herein. The monthly rental during the second, third and fourth Renewal Terms shall be the lesser of(a) the monthly rental calculated by multiplying (i) the monthly 4
  7. 7. rental during the last month ofthe immediately preceding Rcnewal Ternl by (ii) 1.10 (representing a 10% increase over the monthly rental during the immediately preceding Renewal Term) and (b) the monthly rental calculated by multiplying the monthly rental during the last month ofthe immediately preceding Renewal Term by a fraction, the numerator ofwhich is the "South" Consumer Price Index (All Items, All Urban Consumers) for the last month ofthe immediately preceding Renewal Term and the denominator ofwhich is the "South" Consumer Price Index (All Items, All Urban Consumers) for the first month ofthe immediately preceding Renewal Term (representing an increase based upon the increase in the "South" Consumer Price Index (All Items, All Urban Consumers) during the immediately preceding Renewal Term). 4. POSSESSION. Lessor shall be deemed to have delivered possession ofth: Demised Premises to Lessee when all work and renovation required to be performed it as described in Exhibit "C" has been substantially completed (except for minor punchlist items which do not affect Lessee's ability to conduct its business in the Demised Premises) and when Lessor has notified Lesse~!i~~E'[2!J~~~~~J!~?n. Lessor and *Lessee agree that it is the intention ofthe parties that, upon the completion by Lessor of all work and renovation required to be perfonned by Lessor as described in Exhibit "C", the Demised Premises will be suitable for "tunlkey" operation by Lessee of its public library. 5
  8. 8. LESSOR REPRESENTS AND WARRANTS THAT IT SHALL USE ITS BEST EFFORTS TO COMPLETE ALL OF ITS WORK AND RENOVATION OF THE DEMISED PREMISES AS DESCRIBED IN EXHIBIT "C" ON OR BEFORE July 1, 2006. 5. LESSOR'S SCOPE OF WORK. See Exhibit "C". Lessee shall give Lessor notice ofany punchlist items remaining incomplete within thirty (30) days after Lessee opens for business in the Demised Premises. In the event Lessor has not completed or corrected said punchlist items within thirty (30) days after written notice from Lessee, Lessee shall have the right to complete or correct such items and deduct the cost thereof from any monthly rentals thereafter payable pursuant to this Lease. 6. ANCHOR TENANTS. Intentionally deleted. ., 7. EXCLUSIVE USE COVENANT. During the term of this Lease and any renewal thereof, Lessor covenants and agrees that no portion of the Shopping Center shall be leased to or otherwise occupied by businesses operating tattoo parlors, adult book stores, or, without the prior written consent ofLessee, by businesses which derive more than sixty (60) percent oftheir gross revenues from the sale oftobacco products or which derive more than sixty (60) percent oftheir gross revenues from the sale ofbeer, wine and other alcoholie beverages in the Shopping Center; notwithstanding the foregoing, the consent ofLessee shall not be required for the operation of a convenience store or an 6
  9. 9. ABC Store in the Shopping Center. The foregoing covenant shall not apply to any existing tenants or leases with tenants in the Shopping Center executed prior to the execution hereof, but Lessor agrees not to modifY, nor to the extent legally and contractually possible, to permit an assignment or sublease under an existing lease, in violation ofthe foregoing covenant. Should Lessee (or a subtenant or assignee of Lessee) cease to conduct business in the Demised Premises for a period ofsixty (60) consecutive days, this covenant automatically shall terminate one hundred eighty (180) days from the date ofcessation of business. This covenant shall run with the land. Lessor acknowledges that in the event ofany breach ofthe provisions ofthis Lease by Lessor, Lessee's remedies at law would be inadequate and therefore, and in that event, Lessee shall be entitled to cancel this Lease or to injunctive or such other relief, as Lessee may elect in its sole discretion. Lessee's remedies, in any event, shall be cumulative. 8. COMMON AREA. The Shopping Center is shown on the plot plan attached hereto as Exhibit "A". Such plot plan designates the location and size of all buildings constructed, store sizes, sidewalks and parking areas. Lessor represents and warrants that the parking areas shall be suftlcient for adequate parking ofcustomer cars, customer parcel pickup facilities, and Lessee's delivery service areas. All that portion ofthe Shopping Center not covered, from time to time, by buildings or other improvements now or hereafter constructed thereon is to be common area (the "Common Area") for the 7
  10. 10. joint use of all tenants, customers, invitees, and employees ofoccupants ofthe Shopping Center (including Lessee) for access and parking. Lessor agrees that it will not erect or permit to be erected a kiosk or any other structure which would block visibility, traffic now, or access to the Demised Premises in the "No Build Area" outlined and/or marked in red on Exhibit "A" without the prior written consent ofLessee, which consent shall not be unreasonably withheld, conditioned or delayed. Lessor agrees, at its own expense, to maintain all Common Area in good repair, to keep such area (including all sidewalks and parking areas) clean, to remove snow and ice therefrom, to keep the Common Area (including any parking areas and sidewalks) lighted during hours of darkness when the Demised Premises are open for business and no later than 12:00 a.m., and, to keep the parking areas properly paved and striped to assist in the orderly parking of cars. Unless caused by the negligence or willful act ofLessee, its agents,employees, or contractors, any claims, causes ofactions, or judgments for damage to property and any claim, cause ofaction, or judgment arising from or out of the injury or death of any person while on the Common Area (including any parking areas and sidewalks) shall be the responsibility ofLessor, and Lessor agrees to indemnity and hold Lessee harmless from such claims, causes of action or judgments and to carry comprehensive general liability insurance on the Common Area (including any parking areas and sidewalks) as set forth below. Lessor's indemnification ofLessee includes any reasonable expenses and attorneys' fees which the Lessee may reasonably incur in defending any such claims. Lessor's indemnification ofLessee shall in no way be limited by or to Lessor's insurance. Lessor's indemnification ofLessee shall survive expiration or termination ofthis Lease. 8
  11. 11. 9. MAINTENANCE. During the Initial Term and any Renewal Terms ofthis Lease, Lessor shall maintain at its cost and expense in good condition and shall perfonn all necessary maintenance, repair, and replacement to the exterior ofthe Demised Premises including, but not limited to, all paved areas ofthe Shopping Center, the roof, foundation, structural portion of the floors, exterior and load-bearing walls, all exterior utility lines and pipes, and all other structural portions ofthe building in which the Demised Premises is located. Lessee assumes liability for damage to plate glass windows, locks and doors which are part ofthe Demised Premises. Lessee shall maintain in good order and condition, the interior of the Demised Premises (including, subject to the provisions of Section 10, interior walls, interior plumbing, interior lighting, bulb and ballast replacement, and interior electrical) during the Initial Term ofthis Lease and any Renewal Terms and shall return the Demised Premises to Lessor thereafter in its same condition, ordinary wear and tear excepted. Notwithstanding any ofthe provisions of this Lease, Lessee shall not be required to remove at the expiration or termination ofthis Lease (including any Renewal Terms) any computer or telecommunications wiring installed by Lessor or Lessee in the Demised Premises. Lessor has the right and responsibility upon reasonable notice to Lessee to enter the Demised Premises periodically, at any reasonable time, to inspect the condition of the Demised Premises and to make repairs. All construction, repairs, restorations, or payments which are obligations of Lessor shall be completed or made within a reasonable time. Should Lessor neglect or refuse to make or commence such construction, repairs, restorations, or 9
  12. 12. payments within thirty (30) days after notice has been given by Lessee (no notice is required, however, in emergency situations when property loss or injury to persons is threatened), Lessee, without liability or forfeiture ofits term or terms herein, may make or perform (but shall not be required to do so) such construction, repairs, restorations, maintenance, cleaning, or payments, and deduct the reasonable cost thereof from the rent or other monies thereafter payable; provided, however, to the extent such offset (including any other offsets provided hereunder) would exceed fifty percent (50%) ofthe monthly rental then payable, such excess shall be carried forward and applied to future monthly rentals in accordance with this proviso until all such costs have been recovered by Lessee. Any such deductions shall not constitute a default by Lessee unless Lessee shall fail to pay the amount ofsuch deduction to Lessor within thirty (30) days after a final adjudication by a court ofcompetent jurisdiction that such amount is owing to r-­ ~. Lessor. Any repairs or other work done by Lessor shall be performed so as to cause the least interference possible with Lessee's operations. 10. FIXTURES AND EQUIPMENT. Lessor shall at all times fumishthe necessary heating, lighting, plumbing, and air conditioning equipment and mechanical systems in the Demised Premises and shall be responsible for the entire cost of major repairs and replacement of all such equipment, except those resulting from the lack of routine maintenance, neglect, or willful acts of Lessee and its employees, agents and contactors. Lessee shall be responsible for the entire cost of minor repairs and routine maintenance. Lessor agrees that Lessee may utilize its own trained staff for Lessee's maintenance of 10
  13. 13. the HVAC systems required herein. Minor repairs or replacements are defined as any repairs or replacements costing less than $1,000.00 per occurrence, and major repairs or replacements are defined as any repairs or replacements costing $1,000.00 or more per occurrence. Lessee shall at all times have the right to remove any fixture or item of equipment installed by it in the Demised Premises (except items of maintenance, minor repair or replacement described above), provided, however, that it repairs any damage which may be caused by such removal. Lessor warrants to Lessee that upon acceptance of the Demised Premises by Lessee, the condition of the Demised Premises will be in good order, and that all plumbing and sewage facilities, all mechanical equipment, including but not limited to, air conditioning, heating, and sprinkler system, if any, will be operative, mechanically sound and in good repair. Lessor will, at its cost and expense, supply any apparatus, appliance, or material and will cause work to be done in and about the Demised Premises and the Common Area which may be required or ordered by any lawful authority, unless required as a result of Lessee's specific use of the Demised Premises, or alterations perfonned by Lessee after Lessee receives its initial certificate of occupancy. 11. ENTRANCES. Lessee shall have unrestricted use and access in common with other tenants and occupants of the Shopping Center to all entrances, passways, and delivery lanes to the Demised Premises and easements adjacent thereto. 11
  14. 14. 12. UTILITIES. Lessee shall have the right to select its utility service providers, and shall pay for all utilities used by it in the Demised Premises during the Initial Term ofthis Lease and any Renewal Terms. 13. TAXES AND ASSESSMENTS. Lessor shall pay at its cost and expense all taxes, assessments (including special assessments), and charges of a similar nature which may be levied by any governmental entity with respect to the Demised Premiseso 14. ASSIGNMENT AND SUBLETTING. Except as provided below, Lessee may not assign or sublet the Demised Premises without the prior written consent ofthe Lessor. Lessor covenants that its consent shall not be unreasonably withheld, conditioned, or delayed. Lessor's consent to anyone assignment or sublease shall not relieve Lessee or its successor of the requirement to obtain Lessor's consent to each and every subsequent assignment or sublease. Lessee shall not be relieved from any of the terms and conditions ofthis Lease following any subletting or assignment. Lessee shall deliver to Lessor a written assumption of all obligations ofLessee under this Lease by such assignee/sublessee before the assignment is valid. After such assignment, the word Lessee as used herein shall mean any such assignee. Lessee shall, however, have the right, without Lessor's consent, to enter into an assignment ofthis Lease or a sublease of the Demised Premises to any affiliated entity ofLessee; provided, however, that such entity shall assume in writing Lessee's obligations hereunder. Except as provided below, Lessor may not assign or sublet its interest in the Shopping Center without the prior 12
  15. 15. written consent ofLcssee which consent may not be unreasonably withheld. After such assignment, the word Lessor as used herein shall mean any such assignee. Lessor shall, however, have the right, without Lessee's consent and after completion ofthe acquisition and renovation ofthe Shopping Center by Lessor, to assign its interest in the Shopping Center to (i) Main Street Center, Inc., a Virginia nonprofit corporation fonned to operate the Shopping Center or Oi) another nonprofit corporation formed to operate the Shopping Center and, to the extent practicable, to promote the perfonning arts in the Shopping Center. In the event ofsuch assignment to Main Street Center, Inc. or to another nonprofit corporation as described in (ii), Main Street Center, Inc. or such other nonprofit corporation shall assume in "vriting all Lessor's obligations hereunder. 15. SIGNS. Lessor agrees that it will pennit Lessee to place its internally illuminated individual letter sign on the exterior of the Demised Premises, such sign design and sign size to be reasonably satisfactory to Lessor. Lessee may replace such sign from time to time with its then current standard individual letter sign type. Ifa tower, monument or any other type ofsign should be erected to advertise tenants in the Shopping Center at some point in the future, Lessor agrees that Lessee shall be pennitted to install its sign face and Lessee shall have its choice ofplacement of its sign face within the area advertising tenants. 16. SATELLITE COMMUNICATIONS SYSTEM. Lessor agrees that at any time during the Initial Tenn ofthis Lease (and any Renewal Terms), Lessee shall have the 13
  16. 16. right to install for its own use only at or on the roof above the Demised Premises, one (1) satellite communications antenna and related equipment (the "Equipment"). IfLessee shall install such Equipment, Lessee shall do so at its own cost and expense and in accordance with all applicable laws, mles and regulations. Additionally, Lessee shall defend, indemnify, and hold Lessor harmless from and against any claims, damages, costs, or expenses incurred by Lessor as a result of such installation by Lessee. Lessee shall install such Equipment so as not to penetrate the roof. IfLessee shall install the Equipment, Lessee shall be responsible for the maintenance and repair thereof, at Lessee's sole cost. At the expiration or other termination of this Lease, the Equipment shall remain the property of Lessee, and shall be removed by Lessee, and Lessee shall repair any damage caused by such removal. Lessor acknowledges that the satellite communications system is an important and integral part ofLessee's business, and is required to be operational when Lessee is open for business. Lessor agrees to take all reasonable steps necessary for the timely approval ofLessee's specific satellite antenna installation plan, ifsuch approval is required by any governmental authority or agency. 17. LESSEE'S BUSINESS OPERATION. Lessor and Lessee agree that nothing in this Lease shall be constmed to imply that Lessee is required to conduct its business in any particular manner or for any specified number ofhours per day or week, or to limit the number ofhours per day or week that Lessee may operate in the Demised Premises, 14
  17. 17. or as creating an implied or express obligation upon Lessee to continuously occupy or operate a business in the Demised Premises. IfLessee intentionally closes its business operation in the Demised Premises to the public for at least thirty (30) consecutive days, Lessor shall have the right (but not the obligation) to terminate this Lease within sixty (60) days thereafter by giving thirty (30) days prior written notice to Lessee. 18. LESSEE'S INSURANCE. At all times during the term ofthis Lease, Lessee shall, at its sole cost, carry and maintain commercial general liability insurance, including contractual liability, insuring Lessee against claims for injury, wrongful death, or property damage occurring in the Demised Premises with combined minimum policy limits of$2,000,000 per occurrence. Lessor shall be named as an additional insured under Lessee's insurance subject to the provisions ofthis Lease. Lessee may provide the insurance herein required in any blanket policy or policies which it carries. Lessee shall provide Lessor with a certificate of insurance as evidence of such coverage. All policies shall contain a clause stating that there shall be no reduction, cancellation, or non-renewal ofcoverage without giving Lessor thirty (30) days prior written notice. 19. ALTERATIONS. Lessee shall not make any structural alterations or additions to the Demised Premises without first obtaining the Lessor's written consent which consent Dshall not be unreasonably withheld, conditioned or delayed. At the expiration or earlier termination ofthis Lease, Lessee shall remove all non-structural alterations which were made in the Demised Premises by the Lessee provided Lessor notified Lessee in writing 15
  18. 18. at the time Lessor granted its consent to make such alteration or addition that such alteration or addition must be removed upon the expiration or earlier termination ofthe Lease. Lessee shall repair any damage caused by removal ofthe alterations. 20. MECHANICS'LIENS. Lessee shall not allow, and Lessor shall not be responsible for, any mechanics' liens filed against the Demised Premises or Shopping Center arising from work performed, or materials supplied to the Demised Premises or Shopping Center by Lessee or Lessee's agents, employees, contractors, subcontractors or materialmen. Lessee agrees to fully indemnify and hold harmless Lessor from and against any such claims and liens and Lessee shall immediately pay and discharge the same or cause same to be removed as a lien by providing adequate bond. 21. DAMAGE TO BUILDING. Ifall or any portion ofthe Demised Premises shall be condemnedI by lawful authority as unsafe or unfit for use, or ifthe Demised Premises is partially or wholly destroyed or damaged by fire or other casualty such as to render it partially or wholly untenantable, this Lease shall, at the option of either party, terminate unless the Demised Premises can be repaired or restored within one hundred twenty (120) days. During any such reconstruction period the Lease shall be continued but the rental shall be abated during the period oftime while the Demised Premises cannot be occupied. Any rental paid in advance and at the time unearned shall be refunded. Should the Demised Premises be damaged but remain tenantable, Lessor shall immediately repair the damage, and there shall be an equitable abatement ofrent during the period ofrepair 16
  19. 19. or restoration. Notwithstanding anything in the foregoing to the contrary, in the event the Lease is not terminated and such casualty occurs during the last eighteen (18) months of the Initial Term or any Renewal Term, Lessee shall be required, as a further condition of repair and replacement by Lessor, to exercise the next Renewal Term, if any. 22. RENT PAYMENT. Lessee's rental checks shall be made payable as directed in writing by Lessor and mailcd to the address directed in writing by Lessor. 23. COMPLIANCE WITH LAWS. Lessor shall, at Lessor's sole cost and expense, comply with all codes and requirements of all county, municipal, state and federal laws and regulations, now in force, or which may hereafter be in force, which pertain to the physical, stmctural, or environmental condition ofthe Shopping Center or the Demised Premises, including, without limitation, laws and regulations pertaining to disabled persons, asbestos, radon and hazardous substances. In the event asbestos or any other materials deemed hazardous by a governing authority (provided such hazardous material has not been introduced by Lessee) is required by law to be removed from the Demised Premises, Lessor shall perform such removal at its own cost and expense (and shall indemnify Lessee from any costs incurred by Lessee related to such hazardous material). Lessee shall, at Lessee's sole cost and expense, comply with all codes and requirements Oof all county, municipal, state and federal laws and regulations including environmental laws, now in force, or which may hereafter be in force, which pertain to Lessee's specific use of the Demised Premises. 17
  20. 20. 24. HOLD HARMLESS. Lessor agrees to hold Lessee harmless from any and all claims which may arise from, on, in or about the Demised Premises when such claims arise out ofor are caused in whole or in part by a defective, dangerous, or unsafe condition ofthe Demised Premises, equipment, fixtures, or appurtenances required by law or the terms hereofto be maintained by Lessor. To the extent allowed by law, Lessee agrees to hold Lessor harmless from any and all claims which may arise in the Demised Premises when such claims arise out of or are caused in whole or in part by a defective, dangerous, or unsafe condition ofthe Demised Premises, equipment, fixtures, or appurtenances required by law or the temis hereof to be maintained by Lessee. 25. CONDEMNATION. In the event the Demised Premises or any portion thereof are taken in condemnation proceedings, Lessee may terminate this Lease without further liability on the part of Lessee, ifnotice to such effect is given to Lessor within thirty (30) days ofsuch taking. In the event any substantial part ofthe buildings, parking areas or Common Area ofthe Shopping Center, or rights-of-way adjoining, or approaches to, the Shopping Center are taken in condemnation proceedings so that, in the reasonable business judgment ofLessee, the Demised Premises remaining would be unsatisfactory for Lessee's business operation, Lessee may terminate this Lease, upon not less than ninety 0(90) days prior written notice to Lessor, or, at its sole option and discretion, retain the Demised Premises, in which event Lessor will restore the entire remaining Shopping Center to proper tenantable condition forthwith. Until the Shopping Center and 18
  21. 21. the Demised Premises are restored to reasonable tenantable condition, rental shall totally . abate. Thereafter, rental shall be reduced in proportion to the amount ofbuilding area of the Demised Premises lost, in proportion to the effect of the loss of such area on Lessee's business. For the purpose ofthis paragraph, the term "condemnation proceedings" shall include conveyances and grants made in anticipation ofor in lieu ofcondemnation proceedings. Nothing herein contained shall constitute a waiver of Lessee's right to independently pursue and retain all damages for compensation, but awards made to Lessee shall not reduce any compensation awarded to Lessor. 26. DEFAULT. A. LESSEE'S DEFAULT. (i) IfLessee defaults in the performance ofany obligation under this Lease, Lessor may give notice to Lessee specifying the nature ofthe default. IfLessee does not, within thirty (30) days after receipt ofthe notice, cure the default, other than a default in the payment ofrent or other charges, or, if the default is ofa nature that it cannot reasonably be cured within a period ofthirty (30) days, and Lessee does not commence and proceed with reasonable diligence and in good faith to cure the default, then after the expiration ofthe thirty (30) day period (or longer period for certain defaults), Lessor shall have the right to pursue its rights and remedies under this Lease or at law and/or in equity, including termination ofthis Lease or an injunction, all such rights being cumulative. IfLessee does not, within fifteen (15) days after receipt ofthe notice, cure a default in the payment of rent or other charges, then, after the expiration ofthe fifteen (15) day period, Lessor may exercise any or all remedies available hereunder or at law or in equity as to the default and/or serve notice of 19
  22. 22. termination upon Lessee, but only during the continuance ofthe default, stating the date oftermination, which shall be at least thirty (30) days after the date on which the notice oftermination is received by Lessee, and upon the date specified in the notice this Lease and the term hereof shall cease and expire (provided the default shall not have been cured by that date) and Lessee shall then quit and surrender the Demised Premises, but Lessee shall remain liable as hereinafter provided. (ii) Ifthis Lease and the term hereof shall cease and expire pursuant to subsection (i) ofthis Section 26(A), Lessor may dispossess or remove Lessee or any other occupant ofthe Demised Premises by summary proceedings or otherwise, remove their effects and hold the Demised Premises as if this Lease had not been made, except that after the dispossession or removal, (1) the fixed monthly rental and other charges shall be paid up to the date ofthe dispossession or removal, (2) Lessor may relet the Demised Premises or any part or parts thereof in the name ofLessor for a term or terms which may, at the option ofLessor, be less than or exceed the period which would otherwise have constituted the,balance ofthe term ofthis Lease and (3) Lessee shall pay to Lessor, as liquidated damages, any deficiency between the fixed monthly rental and other charges due hereunder and the amount, ifany, ofthe rentals collected on account of the new lease or leases ofthe Demised Premises for each month ofthe period which would otherwise Dhave constituted the balance ofthe term ofthis Lease (not including any Renewal Terms the commencement ofwhich shall not have occurred prior to the dispossession or removal). In computing liquidated damages, there shall be added to the 20
  23. 23. deficiency the reasonable expenses which Lessor incurs in connection with reletting the Demised Premises, for reasonable attorneys' fees, reasonable brokerage fees and for keeping the Demised Premises in good order for reletting (but not renovation costs). Any suit brought to collect the amount ofthe deficiency for any month or months shall not prejudice in any way the rights ofLessor to collect the deficiency for any subsequent month or months by a similar proceeding. Lessor shall not be liable for failure to re-Iet, for failure to collect the rent under the re-Ietting, unless Lessor shall not have used reasonable efforts to promptly re-Iet the Demised Premises for the reasonable rental value thereof and to collect the rent under the re-Ietting. B. LESSOR'S DEFAULT. (i) IfLessor shall be in default hereunder, Lessee shall give Lessor thirty (30) days written notice outlining said default and, if after said thirty (30) day notice Lessor has not cured or commenced cure ofsuch default, then Lessee shall have the right, but not the obligation, to cure the default, and Lessor shall pay to Lessee upon demand the reasonable costs thereof, and Lessee may deduct same from any payments for monthly rental or additional rental; provided, however, in the event such deduction would result in the payment for monthly rental and additional rental being reduced by more than 50% ofthe payment otherwise due for such month, the excess amount over 50% shall be carried forward to future months and applied to reduce future monthly rentals and additional rental payments until all costs incurred by Lessee to cure the default have been recovered by Lessee. Where, in Lessee's reasonable judgment, an emergency involving damage to property or injury to persons shall exist, Lessee may 21
  24. 24. commence to cure such default without notice. Except when in Lessees reasonable judgment an emergency shall exist, Lessee shall not commence to cure any dcfault ofa nature that could not reasonably be cured within a period ofthirty (30) days, provided Lessor shall have commenced to cure the default within the cure period and so long as Lessor proceeds with reasonable diligence and in good faith to cure the default. (ii) Ifpursuant to an order, judgment or decree entered by any court of competent jurisdiction (1) a receiver, trustee or liquidator ofLessor, or ofall or substantially all ofthe assets ofLessor, shall be appointed (and such appointment shall not be dismissed within thirty (30) days), or (2) Lessor shall be adjudicated a bankrupt or insolvent, or (3) a petition seeking reorganization ofLessor or an arrangement with creditors or a petition to take advantage of any insolvency law shall be approved, and upon the happening of any ofthe foregoing contingencies, the trustee ofLessor shall fail to assume affirmatively this Lease or any covenant therein within the statutory period allotted therefore, or ifthis Lease be deemed rejected after an order is entered directing that a trustee not be appointed, and as a result ofthe happening ofany ofthese contingencies, the fixed monthly rental or other charges herein reserved, or the Lessee's rights or obligations hereunder, or the Lessor's obligations hereunder shall be modified or abrogated, then Lessee shall have the right, at its option, to terminate this Lease, by the Oservice upon Lessor and the trustee (if appointed) ofa notice oftermination ofthis Lease, stating the date oftermination which date shall be at least thirty (30) days after the date on which the notice is served, and upon the date specified in the notice this Lease 22
  25. 25. and the term hereofshall automatically cease and expire, and Lessee shall then quit and surrender the Demised Premises, but Lessee shall be entitled to a refund ofany fixed monthly rental or other charges paid in advance for any period beyond the date of tennination and to assert any claim it may have for the loss ofits leasehold. 27. MUTUAL RELEASE. Lessee hereby releases Lessor from all liability resulting from loss or damage caused by fire or other hazard to Lessee's contents in the Demised Premises provided such fire or other casualty is not brought about by the negligent act or omission or willful misconduct ofthe Lessor, its agents, or employees. Lessor hereby releases the Lessee from any and all liability for any loss or damage caused by fire or other hazards to the Demised Premises provided such fire or other casualty is not brought about by the negligent act or omission or willful misconduct ofLessee, its agents, or employees. Lessor and Lessee agree that all insurance policies shall include a clause waiving rights ofsubrogation and recovery against the other consistent with the provisions ofthis Section. 28. QUIET POSSESSION. Lessor covenants that it will put Lessee into complete and exclusive possession ofthe Demised Premises, free from all orders, restrictions and Dnotices ofany public, quasi-public authority or otherwise that would keep Lessee from using the Demised Premises for the use granted herein, including, but not limited to, acts or omissions of Lessor, and that ifLessee shall pay the rental and perfonn all the covenants and provisions ofthis Lease to be perfonned by Lessee, the Lessee shall 23
  26. 26. during the Initial Telm and any Renewal Telms, freely, peaceably and quietly occupy and enjoy the full possession ofthe Demised Premises, and the tenements and appurtenances thereto belonging, and the rights and privileges granted. In addition, Lessor agrees to indemnify, defend, and hold Lessee harmless from any and all claims seeking to prevent Lessee from quiet and complete possession ofthe Demised Premises. If at any time during the Initial Term or any Renewal Term the title ofthe Lessor shall fail or for any reason it shall appear that Lessor is unable to make this Lease for the term or on the I conditions set forth, the Lessee shall, in addition to all remedies available at law or in equity, have the right (but not the obligation) at Lessor's expense to correct any default at Lessor's expense or to terminate this Lease. 29. HOLDING OVER. Any holding over by Lessee beyond the Initial Telm and any Renewal Term shall be on the same terms and conditions as contained herein except that the monthly base rental shall increase to one hundred twenty-five percent (125%) of the most recent monthly base rental, and shall be a periodic tenancy terminable by either party upon thirty (30) days prior written notice to the other party. 30. NOTICES. All notices required under this Lease shall be given and deemed to have been properly served if delivered in writing by any of the following methods: (i) personally, (ii) by certified mail (with postage prepaid and return receipt requested), or (iii) by nationally recognized overnight courier providing signed proof of delivery and addressed as follows: 24
  27. 27. To Lessor: Main Street Gloucester, Inc. clo Great Atlantic Management, LLC, 293 Independence Boulevard, Suite 400 Virginia Beach, VA 23462 With a copy (which shall not constitute notice) to: Alan A. Diamonstein, Esquire Patten, Wornom, Hatten & Diamonstein, L.C. Suite 360 12350 Jefferson Avenue Newport News, Virginia 23602 and To Lessee: County of Gloucester 6467 Main Street P. O. Box 329 Gloucester, Virginia 23061 Attention: County Administrator With a copy (which shall not constitute notice) to: County Attorney County of Gloucester 7400 Justice Drive P. O. Box 1309 Gloucester, Virginia 23061 or at such other place or places as a party may designate to the other party in writing fi'om time to time given in accordance with the provisions of this Section. Date of service of a notice served by mail shall be the date on which such notice is deposited in a post office of the United States Post Office Department, certified mail, with postage prepaid and return receipt requested. Date ofservice by any other method shall be the date of receipt. 25
  28. 28. 31. ESTOPPEL CERTIFICATES. Upon the reasonable request of either party, Lessor and Lessee agree to execute and deliver to the requesting party within ten (10) days after receipt of the request, a written instrument, (a) certifying that this Lease has not been modified and is in full force and effect or, if there has been a modification of this Lease, that this Lease is in full force and effect as modified, stating such modifications; (b) stating that the fixed monthly rental has not been paid more than thirty (30) days in advance, or if so, the date to which it has been paid; (c) stating whether or not, to the knowledge of the party executing the instrument, the other party hereto is in default and, if the party is in default, stating the nature of the default; and (d) stating the Commencement Date. 32. SUBORDINATION, NON-DISTURBANCE, AND ATTORNMENT. Lessee agrees that this Lease shall, at Lessor's request, be subject and subordinate to any first mortgage or deed of trust placed upon the Shopping Center upon the condition that the mortgagee or holder of a deed of trust provide Lessee with an acceptable non-disturbance agreement in a form and substance satisfactory to Lessee with respect to the mortgage or deed of trust. Lessor agrees, upon Lessee's request and to the extent provided in the Ground Lease, to provide Lessee with an acceptable non-disturbance agreement with respect to the Ground Lease in form and substance satisfactory to Lessee. Any non-disturbance agreement so provided shall be an agreement in recordable form between Lessee, Lessor, and the holder of the mortgage or deed of trust (or the ground 26
  29. 29. lessor under the Ground Lease, as the case may be), binding on the holder and on future holders (or thc ground lessor under thc Grbund Lease, as the case may be), and shall provide, among other things, that, so long as this Lease shall be in full force and effect: (a) all condemnation awards and proceeds of Lessor's fire and Oextended casualty insurance shall be applied or paid in the manner set forth in this Lease; (b) neither the holder or any other holder of a mortgage or deed of trust encumbering the Shopping Center shall name or join Lessee as a party defendant or otherwise in any suit, action or proceeding to enforce the mortgage or deed of trust, nor will this Lease be terminated (except as permitted by the provisions of the Lease) or otherwise will the possession of the Demised Premises by Lessee be affected by the enforcement of any rights given to the mortgagee or holder of the deed of trust (or the termination of the Ground Lease, as the case may be). 33. ENTIRE AGREEMENT. This Lease and its exhibits and attachments, if any, contain the entire agreement between the parties relating to the Demised Premises and there are no covenants, express or implied, except as contained herein. No statement, promise or inducement made by either party or agent of either party that is not contained in this Lease shall be valid or binding. No waiver of any condition or covenant of this Lease by either party shall be deemed to imply or constitute a further waiver of the same or any other condition or covenant ofthe Lease. 27
  30. 30. 34. CAPTIONS. All captions and headings are for convenience ofreference only and in no way shall be used to construe or modifY the provisions set forth in this Lease. 35. INVALIDITY OF CERTAIN PROVISIONS. If any provisions of this Lease shall be invalid or unenforceable, the remainder of the provisions of this Lease shall not Dbe affected and every other provision of this Lease shall be enforceable to the fullest extent permitted by law. 36. NO WAIVER. The failure of the Lessor or Lessee to insist upon the strict performance of any provisions ofthis Lease, or the failure ofLessor or Lessee to exercise any right, option or remedy contained in this Lease shall not be construed as a waiver for the future of any such provision, right, option, or remedy, or as a waiver of any subsequent breach. No provision of this Lease shall be deemed to have been waived unless such waiver shall be in writing signed by the party to be charged. 37. FORCE MAJEURE. If either party shall be prevented or delayed from punctually performing any obligation or satisfying any condition under this Lease by any strike, lockout, labor dispute, inability to obtain labor or materials, Act of God, governmental restriction, regulation or control, enemy or hostile governmental action, civil commotion, insurrection, sabotage, fire or other casualty, or any other condition beyond the reasonable control of the responsible party, then the time to perform the 28
  31. 31. obligation or satisfy the condition shall be extended for a period of time equal in length to the length ofthe event. 38. BINDING EFFECT; CHOICE OF LAW. This lease shall bind and inure to the benefit of the parties hereto, their successors and permitted assigns. This Lease (including detennination of final execution and delivery) shall be construed III accordance with the laws of the Commonwealth of Virginia, notwithstanding its conflict of laws provisions. 39. COMMON AREA MAINTENANCE. Lessee agrees to pay Lessor its proportionate share (23%) of Lessor's actual cost of care and maintenance of the Common Area (including any sidewalks or parking areas). Care and maintenance shall include Jighting, cleaning, security, snow removal, and striping, but shall not include capital repairs (such as repaving or paving repairs). Lessee's proportionate share has been computed according to the ratio which the number of square feet of the Demised Premises bears to the total number of square feet of all rentable area included in the buildings comprising the Shopping Center. Lessee will pay Lessor $1,040.00 per month to be applied by Lessor to Lessee's share of such Common Area costs, such payment to be made by Lessee per month with the monthly rental during the first (1st) year ofthe Initial Term. Within ninety (90) days after the end of each calendar year, Lessor will furnish Lessee with an itemized statement of 29
  32. 32. total. Common Area expenses along with the Lessee's proportionate share of such costs for the portion of the calendar year Lessee has occupied the Demised Premises. If the sum of Lessee's annual monthly payments exceeds its proportionate share of the Common Area maintenance costs for the portion of the calendar year Lessee has occupied the Demised Premises, Lessor shall include its check to reimburse Lessee in the amount of the overpayment along with the itemized statement. If Lessee's obligation exceeds the sum of its monthly contributions for the portion of the calendar year Lessee has occupied the Demised Premises, Lessee shall make the additional payment to Lessor within thirty (30) days of receipt of the annual statement and the new monthly amount to be paid by Lessee shall be based upon the total costs charged for the prior calendar year. Lessee shall not be obligated to the Lessor to pay more than the foregoing $1,040.00 per month under this Clause until Lessee has received from Lessor an itemized statement of total Common Area expenses along with the computation of Lessee's proportionate share of such costs. Lessor's failure to submit to Lessee the annual statement within twelve (12) months after the end of the calendar year shall nUllifY and abrogate Lessor's right to collect additional reimbursements from Lessee for that particular calendar year. 40. REAL ESTATE TAXES. Lessee shall pay its proportionate share (23%) of any general real estate taxes (excluding special assessments) paid by Lessor for the Shopping Center. Lessee's proportionate share has been computed according to the ratio which the number of square feet ofthe Demised Premises bears to the total number of square feet of 30
  33. 33. all rentable area included in the buildings comprising the Shopping Center. Lessor will furnish Lessee records reasonably necessary to calculate the obligation of Lessee or Lessor hereto. Lessee agrees to reimburse Lessor every six (6) months upon receipt of Lessor's invoice and the required documentation for verification ofpayment of real estate taxes by Lessor and Lessee's proportionate share thereof. Lessor agrees to pay all taxes before delinquency and shall further obtain all savings offered for early payment. Lessee shall not be obligated to pay any portion of any penalty for delinquent payment nor for a saving which could have been realized for discounted early payment. Any payment due hereunder shall be prorated as of the termination or expiration date ofthis Lease. Lessor's failure to submit to Lessee the request for reimbursement within twelve (12) months after the end of the annual tax year shall nullifY Lessor's right to collect from Lessee the reimbursement for that particular tax year. 41. INSURANCE. Lessor agrees to carry commercial general liability insurance, including contractual liability, on the Shopping Center (including the Common Area) with a combined single limit for bodily injury, personal injury, and property damage of not less than $2,000,000 per occurrence. Lessor further agrees to maintain fire and 31
  34. 34. extended coverage insurance on the Shopping Center buildings in an amount equal to at least 80% of the replacement value of the property. The insurer(s) shall have a Best rating of at least A or, if not Best rated) be of an equivalent financial size and underwriting reputation. Lessor shall furnish to Lessee current certificates of insurance evidencing such insurance within seven (7) days following delivery of the Demised Premises to Lessee and the policies shall contain a provision that there will be no cancellation, reduction or non-renewal in coverage without first giving Lessee thirty (30) days prior written notice. Such insurance also shall be endorsed to provide that the insurance shall be primary to and not contributory to any similar insurance carried by Lessee, and shall contain a severability ofinterest clause. Lessee will pay Lessor $320.00 dollars per month with the monthly rental for insurance. Within ninety (90) days after the end of each calendar year, Lessor will furnish Lessee with an itemized statement of total insurance premiums paid along with computation of Lessee's proportionate share of such costs. Lessee's proportionate share (23%) has been computed according to the ratio which the number of square feet of the Demised Premises bears to the total number of square feet of all rentable area included in the buildings comprising the Shopping Center. Ifthe sum of Lessee's monthly payments for a calendar year exceeds its proportionate share of insurance premium payments, Lessor shall include its check to reimburse Lessee in the amount of the overpayment along with the itemized statement. If Lessee's obligation exceeds the sum of its monthly contributions for that Lease year, Lessee shall make the additional payment to Lessor 32
  35. 35. T' : within thirty (30) days of receipt of the annual statement. The monthly amount to be paid by Lessee during a particular calendar year shall be determined by the total amount paid for the previous calendar year. Lessor shall use due diligence and good faith to obtain the insurance at a rate favorable to Lessee and, upon Lessee's request, Lessor shall obtain competitive quotations from at least three insurance companies. If requested by Lessee, Lessor shall promptly furnish Lessee documentation of Lessor's efforts to obtain favorable insurance rates and, copies of competitive quotations. 42. MEMORANDUM OF LEASE. The parties agree that this Lease shall not be recorded. Either party may prepare for recordation a memorandum of this Lease containing such provisions as are required by laws of the Commonwealth of Virginia as well as any other provisions which the parties mutually agree to include in such memorandum. The cost ofpreparation and recordation of any memorandum oflease will be borne by the party requesting such recordation. 43. NO THIRDPARTY BENEFICIARIES. Nothing contained in this Lease shall be construed to confer upon any other party the rights of a third party beneficiary. 44. WAIVER OF LANDLORD'S LIEN. Lessor hereby waIves any statutory landlord's lien to which it otherwise may be entitled. 33
  36. 36. 45. SUBJECT TO APPROPRIATION. Lessor acknowledges and agrees that all financial obligations ofthe Lessee hereunder are subject to appropriation by Lessee. 46. RIGHT OF FIRST REFUSAl, TO LEASE ADDITIONAL SPACE IN SHOPPING CENTER FOR GOVERNMENTAL OPERATIONS. Subject to then-existing renewal options of other tenants, if Lessor receives a bona fide offer from a third party (the "Third Party Offer") to lease any other part of the Shopping Center (the "Refusal Space") and Lessor is willing to accept the terms of such Third Party Offer, Lessor shall offer to lease to Lessee such portion of the Refusal Space on the same terms and conditions as the Third Party Offer; such offer shall be in writing, specify the rental to be paid for such portion ofthe Refusal Space, contain the basic terms and conditions ofthe Third Party Offer and the date on which such portion of the Refusal Space shall be included in the Demised Premises (the "Offer Notice"). Lessee shall notify Lessor in writing whether Lessee elects to lease such portion of the Refusal Space subject to the Third Party Offer on the same terms and conditions as the Third Party Offer in the Offer Notice, within thirty business days after Lessor delivers to Lessee the Offer Notice. If Lessee timely elects to leasc such portion of the Refusal Space within such thirty business day period, then Lessor and Lessee shall execute an amendment to this Lease, effective as of the date such portion of the Refusal Space is to be included in the Demised Premises, on the same terms as this Lease except (a) the additional monthly rental shall be the amount specified in the Offer Notice, (b) the tenn for such portion of 34
  37. 37. the Refusal Space shall be that specified in the Offer Notice, and (c) Lessor shall not be obligated to provide to Lessee any allowances other than those contained in the Third Party Offer (e.g., moving allowanee, construction allowance, and the like), if any. If Lessee fails or is unable to timely exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof, and Lessor may lease such portion of the Refusal Spaee to third parties on the terms provided in the Third Party Offer. Lessor shall not be obligated to re-offer such portion of the Refusal Space to Lessee unless Lessor fails to enter into a lease agreement with respect to such portion of the Refusal Space in accordance with the Third Party Offer within three months following the Offer Notice. Lessee may not exercise its rights under this Section 46 at any time Lessee is in default under this Lease. Lessee's rights under this Seetion 46 shall terminate if (a) this Lease or Lessee's right to possession of the Demised Premises is terminated or (b) less than three full ealendar years remain on the term ofthis Lease. 47. WAIVER OF OPTION TO CANCEL GROUND LEASE. On or before the earlier of (a) the Commencement Date or (b) January 1, 2004, Lessor shall give the ground lessor under the Ground Lease written notice as permitted by the Ground Lease (and provide Lessee with a eopy of such written notice) that Lessor elects to waive its option to cancel the Ground Lease at the end of the initial tenn, thereby extending the term ofthe Ground Lease to August 31, 2022. Lessor further shall give the ground lessor under the Ground Lease written notice as permitted by the Ground Lease (and provide Lessee with a copy of sueh written notice) that Lessor elects to waive its option to cancel 35
  38. 38. the Ground Lease at the end of the first extended period of the Ground Lease, thereby extending the tenn of the Ground Lease to August 31, 2032, provided that Lessee has agreed to extend the tenn ofLease for a Renewal Tenn as provided in Paragraph 2 ofthis Lease whieh extends the tenn ofthis Lease beyond August 31,2022. IN WJTNESS WHEREOF, the parties have exeeuted this Lease in duplieate the day and year first above written. Witness to Lessor: LESSOR MAIN STREET GLOUCESTER, INC. Witness to Lessee: LESSEE: BOARD OF SUPERVISORS OF GLOUCESTER COlJNTY, VIRGINIA By:&~D~ Louise D. Theberge Chainnan Approved as to form: ~~Daniel M. Stuek Interim County Attorney 36
  39. 39. COMMONWEALTH OF VIRGINJA ) ) SS COUNTY OF G-lolA..c..e.ste.r ) On this the 13~ dayof ~rI 2.DC2-, before me, the undersigned officer, personally appearedi::dw;1) A. . .JC>:l>e~h " known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges himselfl~o be the ~iJ.efrt- ofMain Street Gloucester, Inc., a Virginia corporation, and that heL®,"' as such ?(esi&~r·A- , being authorized so to do, executed the foregoing instrument for the purposes therein contained. IN WITNESS WHEREOF, I hereunto set my hand and official seaL My Commission Expires: COMMONWEALTH OF VIRGIN1A ) ) SS COUNTY OF GLOUCESTER ) On this the ;:<.7h day of~ cA:2?db ,before me, the undersignedI officer, personally appeared Louise D. Theberge, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges herselfto be the Chairman ofthe Board of Supervisors ofGloucester County, Virginia, a political subdivision of the Commonwealth ofVirginia, and that she, as such Chairman, being authorized so to do, executed the foregoing instrument for the purposes therein contained. IN WITNESS WHEREOF, I hereunto set my hand and official seaL My Commission Expires: '/l7ap31, ~O~612423.10 37
  40. 40. EXHIBIT A PLOT PLAN
  41. 41. SHOPPING CENTER LEASE THIS AGREEMENT OF LEASE, Made this Crossing Associates, L,L,C, a Virginia Limited County, Virginia (hereinafter called "Tenant"); WITNESSETH: l. Premises. Landlord hereby ìeases and demises unto Tenant, and Tenant hereby takes and leases from Landlord, certain pretnises knorvn as Space #s 2350,2352,2354 and 2356 George rilashington Memorial Highrvay, Hayes, VA 23072, as shou,n and outlined ìn red on "Exhibit A" attached hereto and rnade a part heleof (hereinafter calìed "dernised prernises"), consisting ofapproxirrately 3,916 square feet in the building erected by Landlord in the Shopping Center shou'n on "Exhibit A" and known as York River Crossing (hereinafler called "Shopping Center"). Term. (a) The tenn of this Lease shall cormnence on the date of full lease execut¡on (the "Lease Coìr'lnrencernenl Date") and shaìl end hvenf¡' (20) years after the Rent Commencement Date, hereinafter defìned (the "Lease Expiration Date") Mininìurn rent and extra charges shall conrnrence on the date the Landlord delivers possession of the demised premises to the Tenant (the "Rent Commencement Date") Unless Tenant exercises a right to reneu, the tenn hereof expressìy granted elsewhere herein or unless Tenant gives Landlord written notice of an intentìon to tenninate this Lease at least one hundred hventy (120) days before the end ofthe original or any renewal tenn olthis Lease, then until tenninated by such notice, this Lease shall autornatically renerv itself month-to-month at 150% of the highest r¡inirnurn rental rale and all other charges hereìnafter set forth, and subject to all covenants, provisions and conditions herein contaìned. (b) When the CorÌmencement Date of this Lease has been detennined, Tenant agrees, not latel than ten (10) days follon,ìng the request of Landlord, 1o execute and deliver to Landlord, without charge, a written decìaration, in fonn satìsfactory to Landlord: (i) ratifing this Lease; (ii) confinring the cormnencer¡ent and expiration dates of this Lease; (iii) certifing that Tenant is in occupancy ofthe der¡ised premises and the date Tenant comrnenced operating Tenant's busjness therein; and (iv) that all conditions under this Lease to be perfonned by Landlord have been satisfied, except such as shall be stated. (cJ ln the event Tenant's occupancy ofthe Premises colrìlrences on a date other than the first day ofa calendar rnonth, rent shall be pro-rated for such fi'actional period of any partial month Tenant occupies the Prernises. If such period is plior to the Lease Cor¡mencelnent Date set floÍh in 2(aXb) above, said early occupancy shaìl be governed by the pror,ìsions contained in this Lease. 3, Construction of the Demised Premises. lt is understood and agreed to by Landlord and Tenant, that Landlord will construct tbe improvements as shown on Exhibit B and Exhibit B-l prior to the Rent Cornmencernent date. IfTenant desires to rnake any additional ilnprovernents 1o the property, it shall obtain the Landlord's prior written approval and tbe improvements shall be done at Tenanl's sole cost and expense. If any irnprovements will affect the building structurally, Tenant t jll obtain prior u,ritten pennission, fror¡ the Landlord, to rnake such structural improvements. 4, Pg¡.ry. The dernised premises shall be used for the purpose of conducting therein a Gloucester County Libraq Branch. Tenant covenants and agrees that all tir¡es during the tenn hereof (i) Tenant u,ill actively conduct such a business in the demised premises, and (ii) the derrised prernises shall be used only for the said purpose. 5, Trade Name. Tenant agrees to operale its business under the trade narne of Gloucester County Library and no other name without the prior written consent of Landlord. Landlord and Tenant agree that Tenant has the right to use the name Gloucester County Library and any other trade name that Tenant uses u,ith Landlord's prior rvritten consent. 6. De{ìnition of rrTermrt and I'Lease Yearr'. Except where the context clearly requires otherwise, the word "tem', whenever used in this Lease with relerence to the tenn hereof, shall be construed to include any renewal tenn, as well as the origìnal tenn. The words "Lease year", as used in this Lease, sball be const¡ued to mean each twelve (12) rnonth period comnrencing on (i) the coû]mencement of the rent ìf the rent begins on the first day of a month, or (ii) the first day of the rnonth follorving colÌmencement of the rent if tbe rent does not begin on the first day of a month; provided, horveler, that the period ofthe tenn, ifany, beginning after the end ofthe last full trvelve (12) rnonth Lease year ofthis Lease sball be deerned to be a Lease year even though it cornprises less than tu,elve months. 7 Rent. (a) Landlord reserves, and Tenant covenants to pay to Landlord through Tou,er Park Corporation, its agenl, (bereinafter called "Agent"), 735 Thirnble Shoals Boulevard, Suite 100, Newport Nervs, Virginia 23606, or to any other location requested by Agent in rvriting, rvithout right of offset, without prìor demand therefor being nrade as rent for the demised prenrises, and for the rights berein granted Tenant, a r¡inir¡um rcnlal, h,h¡ch utìttìtttnu rent is Due Proltptl! on lhe Fìrst do1' ¿f frss¡ and Every Month of the Lease Tern (hercinafler refened 1o as "rninimum rent") of: LeaseYearOneandTrvo: $31508.08perrnonlh(oraportionthereofforaíÌactionofarnonth)inadvanceonthefirstda) of each and er,ery ìÌronth during the tenn hereof; For each Le¡se Year thereafter, minimum rent shall increase by tn'o and one half percent (2.57o) over the previous Lease Year. Page I of15
  42. 42. 8 9. (b) Wherever it is provided in this Lease that Tenant is requested to nake any paynent to Landlord, other than rninitnutn rcnt, such payment shalì be deemed to be additional rent and all remedies applicable to the nonpayment of¡ent shall be applicable thereto. Minìrrurn lent and additional rent shall be paid u,ithout counterclaiìn, setofi deduction or defense Not Used Not Used. 10. Not Used. ll. Late Pavments. Tenant covenants and agrees to pay intel'est at the rate of six percent (60/o) per annurn, payable montbìy or One Hundred and 00/100 Doìlars (S100.00), rvhichever is greater, on all rents (including mininrurn rent, percentage rent and additional rent) and all olher sums due under this Lease frorn the tirne said rents or sums accrue ifthey are not paid prolnptly when due, Landlord expressly reserving alì other rights and rernedies provided herein or by larv in respect thereto. Tenant further agrees to pay (or to reirnburse Landlord prornptly ifLandlord elects to pay) any and all attorney's fees and court cost incuû'ed in connection with the collection ofdelinquent rents and/or any enforcernent ofany lease provisions dueLandlordunderthisLease. Rentsshallbeconsideredlateifnotreceivedbvthefifth(5"')ofeachandevervlnonthofthe tenn of this Lease. 12, Ooeratinq Exoenses. It is understood and agreed that Tenant will pay its pro rata share ol'the Landlord's Insurance, Real Estate Taxes, and Operating Expenses for the Shopping Cente¡ u,hich shall be 52.50 per square foot of the Demised Premises per y€ar for the First and Second Lease Year. Said charge shall increase by two and one halfpercent (2.5%) annually for the ten¡ and any extensions oftbe Lease. 13, Trade Fixtures. Tenanl agrees, at his orvn cost and expense, to fixture the der¡ised premises u'iÎh neiv tmde fixtures. Alì trade fixtures installed in the dernised prerrises by Tenant shall rernain Tenant's property; provided, however that nothing herein shall be deerned to affect Landlord's rerredy ofdistraint. Tenant agtees to repair (or to reimburse Landlord for the cost oflrepairing) any datrage to the demìsed prernises occasioned by the installation or removal ofsaid trade fìxtures. 14. Common Areas. Tenant, his custorners, employees and invitees shall bave the right to use and enjoy, in cornmon t,ilh Landlord and other Tenants and their custorners, employees, and invitees, the parking areas, approaches, entrances, exits and roadrvays and all other areas ofthe Shopping Center intended for use by Landlord, tenants and their customers, erÌployees and invitees (hereinafter collectively called the "Comrnon Areas") which Landlord aglees to provide for the reasonabìe operation of the Shopping Center. It is expressly understood that the Common Areas are intended prinraÌily for the use by custon]ers of the stores ìn the Shopping Center. Landlord covenanls that, at all ti[res during the term, it will maintain (to include snow and ice ret¡oval fiorn sìdervalks, drives, and parkìng lots) the Cor¡rnon Areas in a good condition ofrepair and adequately lighted and paved, and that there rvill be at least the nrinìrnur¡ number of parking spaces sufficient to satisô, governmentaì requirernents at the tjme of the date of this Lease. Anything in this paragraph 1o the conlrary notwithstanding, Landlord expressly reserves tbe r:igbt, from tirne to tilne, to construct buildings and/or enlarge existing buildings on or over: the Common Areas so long as tbe requìred nurnber ofminitrurn parking spaces shall be available. 15. Landlord's Reoairs and Risht ofEntrv. Landlold covenants that it rvill, with reasonable dispatch after being notified in writing by Tenant ofthe need thereof, make such repairs to the Common Areas and outside utility lines and to the exterior ofthe demised premises (including the roof, gutters, downspouts and outside rvalls, but excepting all glass and doors), as rray be necessary to keep the sarne in a good condition ofrepair'; provided, hou,ever, that ifthe need for such repair is occasioned by a casualty resulting frotn negligence or u,illful act ofTenant, or any ofhis agents, employees, or conh'actors, such repairs shall be ulade by Landlord, but the cosl ofsuch repairs shall be charged to and be promptly paid fot by Tenant subject to Tenant being given credit for any rnoney Landlo¡d actually receives in respect to such darnage from its insurance. Anything in the foregoing to the contrary notwithstanding, Landlord shall have no liabìlity whatsoever for damage or injury to person or property occasioned by its failure to rnake any sucb repair (e. g., injury damage to property.resulting from leaks caused by a defect in the roof, outside walls, gutters and/or downspouts) unless, within a reasonable time after being notified in rvritìng by Tenant ofthe need therefor, Landlord shall have failed to make such repair and such lailure shall not haye been due to any cause beyond Landlord's control, including, rvithout limitation, sh'ikes and./or inability 1o obtain materials and/or equipment at reasonable prices. Landlord, its agents (including Agent), employees and contractors, shall have the righl, from tìrne to time, to enter and use insofar as rnay be necessary the demised premises for the purpose of rnaking any of the aforesaid repairs Tenant shall not be entitled to any reduction in rent or to any clairn for damages by reason ofany inconvenience, annoyance, and/or injury to business arising out of any repairs rrade by Landlord pursuant to this paragrâph unless, after being duly notified, the Landlord fails to make repairs within 45 days. If repairs are not made u,ithin 45 days of notification, the Tenant may elect to cause repairs to be made at Tenant's expense and deduct the cost thereoffrom the next scheduled rent payment or payrnents 16, Tenantrs Reoairs. Tenant covenants that he u,il1, at all tirnes during the tenn and at his own cost and expense, keep the interior of the dernised prernises (including, without limitatìon, the heating systen'ì, air conditioning system, toilets, pipes, plumbìng, wires and conduits, electric lines, windorvs, doors, glass, fixtures, equiprnent and all other cornponents or parts of the demised premises u,hich Landlold has not expressly agreed to r¡aintain or repair) in a good and safe condition ofrepair' and in good rvotking order (rnaking such renewals and replacements as may be necessary), unless the need thelefor is occasioned by fire or other casualt¡- covered by Landlord's fire and extended coverage insurance policy, in whìch event such repair and replacernent shall be an expense ofLandlord to the extent ofsuch coverage. Landlord warrants that all heating, ventilating and ai¡ conditioning (HVAC) systeì¡s and electrical systerns wiìl be in proper l,orking order fol the first three (3) months of the lenn Landlord expressly agrees to pay for and perfonr (or cause to be perfonred) aìl major repairs to the HVAC systern durìng the Terr¡ of the lease. For the purposes of this lease, rrajor repairs mean repairs for which parls cost in excess of $500 for an individual HVAC unìt in a rolling l2¡nonth period. Landlord agrees and accepts that the Tenant rvill provide non-rnajor HVAC repaìrs u,ith his ou,n trained professional staffand will not Page2ofl5
  43. 43. enter into a traìntenance contract s,ilh a third patty. Tenant understands and agrees that he (nol Landlord) shall be responsible for any darnage caused by condensation in or around tbe ductwork used for heating and/or air conditioning unless it is the result ofa rnallunction requiring a rnajor repair. 17. Tenant'sCareofSidervalks.etc.. Tenantcovenantsandagreesthathewiìl,atalltirnesduringthelennhereolkeep the dernised premises and all Cor¡mon Areas, including sidewalks, adjoining the der¡ised premises clean and free fi'or¡ obstructìon rubbish, and garbage. Tenant shalì place all trash, rubbrsh and garbage in a proper closed receptacle and shall pay all costs incident to the removal thereofl 18. TenantrsFailuretoRepairandRemoveDebris.etc. Tenantagreesthatifhefailstoperfonnanyobligationpìaced upon hûr by either paragraph I 6 or paragraph 17 of this Lease, Landlord, in addition 1o other rerÌedies provided by law and/or this Lease, r.nay correcl (or have corrected) the detàult at the cost and expense ofTenant. 19. Miscellaneous Covcnants ofTenant. Tenant covenants that: he will cornply wilh all Federal, State and/ol rnunicipal lau,s, ordinances and regulations relating to his business conducted in the dernised prernises; he will pronrptly pay for all electl'icity, gas, water and another utilities consur¡ed on, and aìì servage disposal charges assessed against, the demised preurises; he will plornptly pay for lìghting the portion of the marquee, ifany, in front of the dernised premises; he will not use the nar¡e of the Shopping Center for any purpose other tban as the address of his business to be conducted in the demised prernìses; he will not use, or pennit to be used, the demised prenrises for any illegaì or imrnoral purpose; he $,ill conduct his business in such r¡anner as u,ill be in keeping with the cbaracter and reputatìon ofthe Shopping Center; he rvill rnake eveD, effort to rvork hannoniously rvith other Tenants in the Shopping Center; he will cornpìy with all reasonable rules and regulatìons protnulgated fiorn tinre to tirne by Landlord for the operation and advertising ofthe Shopping Center; he will not, without the prior written consent ofLandlord (u,hich shall not be unreasonablyrvithheld), cause or allow any advertising sìgn to be erected, installed, paìnted, displayed or maintained on the exterior of the building of u,hich the demised prerrises constitute a part; he rvill keep all signs installed (u,ith the consent of Landlord) on the exterior of the building of u,hich the derrised premises constitute a pañ, freshly paìnted, in good repair and operating condition at all times; he wilì not use the sideivaìks ofthe Shopping Center lor business purposes rvithout the prior rvr¡tten approval ofLandlord, which shall not be unreasonabl¡' withheld; he u,ill not rvithout the prior u,ritten consent of Landlold: (i) nrake any alteration to any structuraì portìon of the der¡ised premises, (ii) use or pennit to be used any advertising medìunr or device such as a phonograph, radio or public address system, and (iii) hold a fire, bankruptcy, going-out-of-business or auction sale; and he rvill permit Landlord or ìts representatives (i) to enter the delrised premises during the last t,eh,e (l 2) Lnonths of the lenn for the putpose of exhibiting the del¡ised premises to prospective Tenants, and (ii) to place a "For Rent" sign in a fiont shou, l,indorv during such period oftirne. 20. lnsects and Rodents. Tenant covenants that he u,ill, at his ou,n expense, take such steps as shall be necessary to keep the demised prernises free oftennites, roaches, rodents, insects and other pests and that he *,ill save Landlord hannless ÍÌorn any darnage caused thereby. 21. Damase bv Vandals. If the doors, u,indow frames, glass or any part of the exterior (other than the roof) of the derrised pt'etnises are damaged by persons breaking, or attempting to break, into the demised prenìses, or by vandals, Tenant covenants to repair immediately al his ovr'n expense, any and all such darnage. 22. FireHazard Tenantcovenantsthat,,ithoutthepriolu,rittenconsentofLandlord,hes,ill notdoanythìngu,hichwilì increase the rate offire insurance on the buiìding ofrvhich the der¡ised prernises constitute a part, and that ifsuch consent rs given, Tenant u'ill pay Landlord the arnount ofthe increase in the cost ofsuch insurance, as and when the prerniums become due. 23. Care of Roof. Tenant agrees that he $,ill not (directly or by sulïerance) place any debris on the roof of the buiìding of u,hich the demised prernises constitute a part or cut, or drive naìls into, oI otherwise mutilate the roof or penetrate roof in anlavay without prior consent ofLandlord 24, ConditiononTermination. Tenantcovenantsthathewill,upontheexpiratìonorearìiertenninationoftbisLease,(a) deliver up to Landlord, peaceably and quietly, the dernised premises in the same good condition they are nou, in or shall hereafter be placed, ordinary rvear and tear and damage by casualty wilhin the co/erage of a standard fire insurance poìicy with extended coverage, excepted, and (b) rernove his trade fixtures and/or signage ftorn the dernised prernises (unless he rs then ìn default hereunder, in which event he u,ill not be pennitted to effect such removal) and 1o repair promptly any darnage caused by such removal. 25, Improvements to Become Landlord's. Tenant agrees that all additions and other improvernenls installed in the dernised prerrises (u,ith the exception of fixtures and equiprrent subject to Section l3), including, rvithout lirnitation, all electt'ic rviring, electríc fixtures, air conditioning systems, shou,u,indow reflectors, screensr screen doors, awnings, arvning fral¡es and floor coverings (including carpeting but excepting rugs) shalì irnrnediately become tbe property ofLandlord, and shall not be rer¡oved by Tenant at the expiration or earlier tennination of this Lease, unless Tenant is requested to do so by Landlord, in wbicb event Tenant agl€es to do so and to repair promptly any damage caused by any such rernoval. 26. Indemnification and Release. (a) Tenant agees that he will hold Landlord, Agent, Landlord's mortgagees and the Landlord under any ground lease hannless frotr any and aìì injury, death, or damage to person or property in, on or about the dernised prernises, including, $,ithout limitation, all costs, expenses, clair¡s or suits, incìuding reasonable legal expenses in connection u,ith defendìng against any such actions, atising in connection thereu,ith; provided, hou,ever that this clause shall not apply to Cor¡rnon Areas, or to injury or darlage caused by Landlord's ou,n willful act or Landìord's failure to colnrìence lnaking any repair (ri'hich Landlord has herein agreed to rrake) u,ithin a reasonable tirne afÌer Tenant's u,ritten notice of the need therefor. lt is the intention and agreement that Landlord, except as otheni,ise provided herein, shall not be liable for any personal injuries or Page3ofl5
  44. 44. dalnage to the Tenant or its officers, agents, ernployees, invitees and aìl persons having business with the Tenant ol' to any other persons ol 10 any occupant ofany part ofthe demised prernises and Tenant agl'ees to take such reasonable steps as tnar be necessary to safeguatd its etnployees, agents, invilees and all persons having business u,ilh the Tenant at all limes during thetermofthisLeaseincluding,withoutlimitation,duringperiodsofrepair. Landlol'dagteestoholdTenanthannlessfiolr any and all clairns which nray arise liom, on, in or about the demised prernises when such claims arise out ofor are caused in rvhole or in part by a defectìr,e, dangerous, or unsafe condition of tbe dernised prernises, equipment, fixtures, or appurtenances required by larv or the tenns hereofto be lnaintained by Landlord. (b) Tenant and all those claitring by, through or under Tenant shaìl store their property in, and shall occupy and use the dentised prernises and any improvements therein and appurtenances thereto and all other portìons of the Shopping Center solely at their own risk, and Tenant and all those claiming by, through or under Tenant hereby release Landlord, to the fulì extent penììitted by lau', frorn all clairns of every kind, including loss of lif'e, personal or bodily injury, darrage 1o merchandise, equiprnent, fixtuÍes or other property, or darnage to business or l'or business interruption, arising, directly or indirectly, out ofor frotr or on account ofsuch occupancy and use, or resultìng from any present or future condition or state ofrepair thereof. Landlord shall not be responsible or liable at any tilne to Tenant, or 1o those clairning by, througb or under Tenant, for any ìoss ofìife, bodily or personal injury or damage to property orbusiness, or forbusiness intemrption, that tnay be occasioned by the acts, or¡issions or negligence of any other persons or any other lenants or occupants of any portion of the Shopping Cente¡. Landlord shall not be responsible at any tirne for any dcfects, latent or otherwise, in any buildings or irnprovements in the Shopping Center or any ofthe equiprnenl, nrachinely, utilities, appliances or apparatus therein, nor shall Landlord be responsibìe or liable at any tirre for loss of lifè, or injury or darnage to any person or to any property or business ofTenant, or those clairning by, through or under Tenant, caused by or resulting from the butsting, breaking, leaking, running, seeping, overflowing or backing up of$,ater, steam, gas, sewage, snow or ice in any part of the dernised preÍrises or caused by or resulting from acts of God or the elements, or resulting fiom any defect or negligence in the occupancy, construction, operation ot' use of any buildings or ilnprovements in the Shopping Center, including the dernised prernises and the equipnrent, fixtures, machinery, appliances or apparatus therein 27 , Evidence of Insurance. Prior to the delivery of possession of the den.¡ised premises to Tenant, Tenant shall provide Landlord evidence satisfactory 1o Landlord (i) that direct damage propeñy insurance on the personal properfy ofthe Tenant is insured aìong rvith Fire Legal Liability of at least S I 00,000 on the der¡rised prernises and third party liability insurance. If tbe Tenant changes the footprint of the structure then the tenant u,ill need to secure a builder's risk insurance contract for the duration ofthe work Ifthe Tenant is renovating the ìnterior ofthe building than the Tenant needs to add this location to their direct and indirect property darnage insurance policies upon tbe coû'ìr'ìrencalÌlent of this lease and include the Landlord as an Additional lnsured. The Tenant ,ill at all tinres provide worker's compensation ìnsurance in amounts and in fonn and content satísfactory to the Commonwealth of Virginìa. All insurance policies will be issued by a company or plivate rnunicipal insurance pool approved to conduct business ù,ithin the Cormnonwealth of Virginia satisfactory to Landlord and will be maintained throughout the course of Tenant's Work and occupancy at Tenant's cost and expense and (ii) that Tenant has cornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof. 28. Tenant's Liabilitv Insurance. Tenant wiì1, at all times commencing on the date of delivery of possession of the dernised prerlises to Tenant, at bis ou,n cost and expense, canl' with a colnpany or conpanies, satisfactory to Landlord, commerciaì general liability insurance includìng property injury, personal injury, and propelty damage, in a form satisfactory to Landlord and as approved within the Cormnonwealth of Virginìa for a rnunicipaì entity, on the demìsed premises, with the cornbined single liability limits of not less than One Million Dollars ($ I ,000,000.00) per occunence, u,hich insurance shall be wrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colm¡ronwealth ofVirginìa and only in respect for clairns or actions arising ÍÌorn or in connection rvith negligent acts ofthe Tenant, its errployees, agents, or officials. The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and co¡erages, and that Tenant shall provide such additional insurance as set forth above, in such amounts and against such third party liabìlity risk as may be required in the Landlord's sole but reasonable judgnent, to equal the ar¡rounts and types of coverages carried by prudent owners and operators of properties similar to the Shoppjng Center. Tenanl shall increase such limits at its discretion or upon reasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess of generally accepted slandards in the commercial real estate industry. The comr¡ercial general liability policy or policies shall contain a provìsion insuring Tenant against all liabiìity which Tenant rnight have under the foregoing indemnity prorision for the space leased or rented by the Tenant. The Landìord will at all times provide the same cornmercial general ìiabiìity insurance for all corru¡on areas, parking lots, sidewalks, and public bathroor¡s. It is further understood and agreed that, for the duration of this Lease, Tenanl, at its expense, shall insure all plate glass at the demised prernises. Tenant covenants that certificates of all of the insurance policies required under tbis Lease, and thejr reneu,aì or repìacement, shall be delivered to Landlord plor¡ptly u,ithoul demand upon the comrÌencement of the tenn of this Lease and upon each renewal of the insurance. Such poìicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope or amount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsar¡e is not provided $,ithin ten (10) days afìer denrand, Agent ìs authorized to secure such policy from such cornpanies as it deems appropriate and collect frorn Tenant in such a lnannel'as it deerns appropriate the cost ofthe prernium. 29. Fire Insurance. Landlord covenants that it will keep the dernised premìses insured against damage by fire u,ith "all risk" coverage in an amount not less than eighty percent (80%) ofthe repìacelÌlent cost thereof. 30. Damage By Fire or Othcr Casualtv. ln the event the derÌised premises, or any part thereof, sball be dauraged by fire ot other casualty during the ten¡, Landlord agrees that it will restore the deurised prernises, rvith reasonable dispatcb, to substantially tbe same condition they were in prior to such damage, and if the dernised premises are rendered rvholly or parlially untenantable as a result ofsuch darnage, the minimum rentaì payable bereunder shall be equitably abated (accotding to the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises are reslored. Anything in the foregoing to the contrary notrvithstanding, ifsuch darnage occurs durìng the last two (2) years ofthe tenn, and ifsuch darrage exceeds fifty percent (50%) ofthe then insurable value ofthe dernised premises, either Landlord or Tenant rnay tenninate this Lease as ofth€ date ofsuch darrage, by giving to the other u,ritten notice ofits intention so 1o do u,itbìn thirg (30) days aftel the date sucb damage occurs; provided, hou,ever, that if this Lease gìves Tenant an option to Page 4 of l5
  45. 45. extend the terû'ì (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for at least two (2) years by exercising such option u,ithin thirty (30) days after the tirne such fire or other casualty occurs, neither Landlord nor Tenant shall have the right to cancel this Lease. lf this Lease is so lenninated, the rental payable hereunder shall be abated as ofthe date ofsuch damage, and Tenant shall rernove all ofhis ploperly lror¡ the demised prenises within thirty (30)daysafterthenoticeoftenninationisgiven AnythìnginthisLeasetothecontrarynotwithstanding,Landlordshall have the right to cancel this Lease as of the tirne of occurrence of any fire or other casualty, within sixty (60) days of such occurrence, ìfsuch fir'e or other casuaìty darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage of at leasl one hundred feet ( 1 00') on either or both sides of the demised prernises, provided the lease(s) of such other stole(s) is (are) likewise canceled. 31. Mechanic's Liens. Tenant shall not pemit any nrechanic's, materiahnan's or sir¡ilar lien to stand againsl any portion of the der¡ised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvork perfonred or caused to b€ perfollned by Tenant. If any such lien is filed against the demised premises or the Shopping Center, Tenant shall discharge such lien by paying the amount secured thereby or providìng a bond u,ithìn twenty (20) days after it u'as filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofand Tenant shall promptly reimburse Landlord f'or any arnount so expended. 32. Condemation. ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninent domain (or sold to the holder of such power, pursuant to a threatened taking) tbis Lease shall tenninate as of the date of such takíng. In the event any portion of the dernised prenrises, or at least twenty percent (20%) in the aggregate, of the custor¡er patking areas oftbe Shopping Center, ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuch power', pursuant to a threatened taking), this Lease nray, at the option ofLandlord or Tenant, be ten¡inated by rvritten notice given to the other within sixly (60) days after such taking or sale occurs. If this Lease is not so tenninated, Landlord covenants that it u,ill, ât its own expense, promptly afÌer the lapse of said sìxty (60) days, repair such damage and do such work as rnay be required to repail and rebuild Tenant's building and/or the Colnmon Areas, u,ith the view to restoring the detlised premises and/or the Colrmon A¡eas as nearly as may be to the condition they were in irnrnediately prìor to such taking; provided, however, thât whether or not this Lease is so tenninated, the rninìmu¡ rentaì payable hereunder shall be equitably abated (according to tbe loss of use) frorn the date of such taking. Tenant shall have no right in or to the proceeds ofany award made in any such conder¡nation. 33. No Representations by Landlord or Àgents. Tenant agrees thal neìther Landlord nor Agent has nrade any representation, express or implied, witb respect to Federal, State or municipal laws or ordinances applicabìe to the demised premises or the property of which the denrised premises constitute a parl (including, without lirnitation, lau,s or ordjnances t€ìaling to zoning or fire walls), and Tenant shall not have the right to teminate this Lease, nor shall he be entitled to any abaternenI ofrent payable hereunder or any cìairn for darnages, in the event the dernised preurises cannot be used by Tenant, in u,hole or in part, for the purpose for which Tenant intends to use tbe sarne 34. Assignment and Sublettins Tenant covenants that he rvill not assign this Lease, or sublet or penrìt any other person to occupy part or all of the dernised premises, rvithout Landlord's prior written consent If Tenant is a corporation, the sale or encut¡brance of a Ûrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than one tlansaction) shall be deemed an assignment of this Lease. Likewìse, if Tenant is a partnership, the sale or transfer of a majofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemed an assignrnent of this Lease If, at any time during the tenn, Landlord has knowledge that a person, finn or corporation other than Tenant is in possession ofthe demised prernises u,ithout the written consent ofLandlord, Landlord nay, at its option, at any time theteafter, by u,ritten notjce to Tenant, accept and treal such person, finn or corporation in possession as the assignee or sublessee ofTenant, in u,bich event both Tenant and such assignee or sublessee shall be obligated to observe and perfom all the covenants, conditions and provisions herein contained binding upon Tenant provided; however, that nothing herein shall affect Landlord's other rer¡edies for Tenant's default by u,rongfuì assignment or subletting. 35. Subordination. This Lease is and shall be subject and subordinate to all ground leases, if any, and to all first mortgages or first deeds of trust u,hich lnay now affect the dernised prem'ses, the land on which the demised premises are situated th€ Common Areas or the Shopping Center, and to all renewaìs, r¡odifications and extensions thereofand shall be, at Landlord's election, subject and subordinate 1o all ground leases and any or all fìrst mortgages or first deeds oftrust ivbich tnay hereafter affect the denrised prelrises, the land on which the dernised prernises are situated, the Corrmon Areas or the Shopping Center, and to all reneu,als, modifications and extensions thereof. The foregoing provisions shall be selÊoperatìve as to existing ground leases, first rnortgages and first deeds of trust, and shalì, upon the election ofLandlord, be self-operative as to future ground leases, first mortgages and first deeds oftrust, and no further instrurnent ofsubordination shall be required for the purpose; provided, horvever, that in confinnation ofsuch subordination, Tenant shall, upon request ofthe Landlord, execute and deliver, in recordable fonn, any instrument of subordination requested by Landlord, and Tenant hereby constìtutes and appoints Landlord as Tenant's attorney-in-facl to execute any such subordination instrument on behalf of Tenanl. Tenant further agrees to execute an agreernent subordinating this Lease to junior mo¡tgages and deeds of trust, upon tbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lhereto. Arything in the foregoing 1o the contrary notrvithstanding, in the event ofa foreclosure under any such mofigage or deed of trust, or tbe tennination of any such ground ìease, the holder of the note secured by such mofigage or deed of trust, the purchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease, in *,hich event, this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deed of trust may at any time, at the request of the holder of the note secured thereby, be subordina ted to this Lease. 36, Waiver ofSubrosation. All fire insurance, extended co/erage, and policies relatìng to other casualties, can'ied by any party to this Lease covering the demised prernises and/or the contents thereof, shall expressly waive any right on the par:t of the insurer against any other party to this Lease, u,hich righl, is hereby expressly À,aived to the extent that such u,aiver is not prohibited by or violalive of any such policy or does not othenvise cause a loss or reductìon of cor.erage. The parties to thrs Lease agree that their policies rviìl include such rvaiver clause or endorsernent so long as the salne shall be obtainable without extÌa cost, ot if extra cost shall be charged therefor, so long as the party or parties jn whose favor such waiver clause or Page 5 of15

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