Exhibit 10.15
FULL SERVICE OFFICE
LEASE
THIS FULL SERVICE OFFICE LEASE (this
“Lease”) is made this
day of August, 2003 by and between HAMPTON R & D
PROPERTIES, LLC, a Virginia limited liability company
(“Landlord”) and LUNA INNOVATIONS INCORPORATED, a
Delaware corporation (“Tenant”).
For and in consideration of their
mutual obligations and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. Definitions . The
following terms used in this Lease shall have the following
meanings:
(a) “Additional Rent”
shall mean any payment referred to as such in this Lease and any
payment required to be made by Tenant to Landlord under this Lease
other than the Base Rent.
(b) “Base Rent” shall
mean the monthly payment of rent to be paid Landlord as provided in
paragraph 6 of this Lease.
(c) “Base Year” shall
mean the period beginning as of the Lease Commencement Date and
expiring one calendar year after the Lease Commencement
Date.
(d) “Building” shall
mean the Landlord’s office building located at 130 Research
Drive in the City of Hampton, Virginia. Unless otherwise specified,
the term “Building” shall be deemed to include the
Demised Premises.
(e) “Common Areas” shall
mean all drive aisles, sidewalks, parking lots, lobbies, hallways,
stairways, common entrances, or other common elements designated by
Landlord as being for the use in common by all tenants of the
Building or of any other building now or hereafter constructed by
Landlord upon property adjacent to the Property.
(f) “Demised Premises”
shall mean the office space to be constructed by Landlord and
leased by Tenant.
(g) “Lease Commencement
Date” shall mean the later of October 24, 2003, or the
date that the City of Hampton, Virginia issues a temporary
certificate of occupancy concerning the Demised
Premises.
(h) “Lease Year” shall
mean each, successive anniversary of the Lease Commencement Date
during the Term.
(i) “Normal Business
Hours” shall mean the hours of 7:00 a.m. to 7:00 p.m., Monday
through Saturdays. Sundays and all legal holidays recognized by the
governments of the United States or the Commonwealth of Virginia
are excluded from Normal Business Hours.
(j) “Plans” shall mean
the construction plans and floor plans attached to this Lease as
Exhibit “A”, which have been agreed upon by Landlord
and Tenant.
(k) “Property” shall
mean 130 Research Drive, Langley R&D Park, Hampton, Virginia.
Unless otherwise specified, the term “Property” shall
be deemed to include the Demised Premises, Building, and Common
Areas.
(l) “Rent” shall mean
the Base Rent and any Additional Rent payable hereunder.
(m) “Rules and
Regulations” shall mean the Landlord’s rules and
regulations applicable to the Building, as may be amended by
Landlord from time to time, and which are attached to this Lease as
Exhibit “B”.
(n) “Term” shall mean
the Initial Term and any applicable Renewal Term of this
Lease.
2. Premises . Landlord leases
to Tenant and Tenant leases from Landlord, the Demised Premises,
together with the right and privilege to use all Common Areas.
Tenant’s office space shall not exceed 9,935 square feet,
measured to BOMA standards by Landlord’s architect, whose
measurement shall constitute the final measurement hereunder. A
more detailed description of the office space is outlined in the
Plans attached hereto as Exhibit “A”. For purposes
of calculating the payment of Rent hereunder, the parties agree
that the office space shall be equal to 9,935 square feet, even
though the actual office space may vary according to Tenant’s
specifications.
3. Construction of Demised
Premises . Landlord shall construct the Demised Premises in
substantial conformity with the Plans. After the execution of this
Lease, Tenant may change the Plans, only if approved by the
Landlord. Upon Tenant’s request, Landlord may agree, in its
sole discretion, to allow minor deviations and changes in the
Plans. However, if Landlord consents to Tenant’s requested
changes, the Lease Commencement Date shall be extended by the
number of days Landlord determines shall be reasonably necessary to
accommodate those changes. Any changes in the Plans shall be
subject to an increase in cost, which shall be the responsibility
of and shall be born by Tenant. If, at any time after execution of
this Lease, Landlord determines, in its sole discretion, that
construction of the Demised Premises cannot be complete by Landlord
prior to the Lease Commencement Date, Landlord may extend the Lease
Commencement Date by giving Tenant written notice thereof. Except
as expressly provided by this Lease, Landlord shall have no
liability to Tenant for any loss or damage resulting from
Landlord’s failure to construct or Landlord’s delays in
construction of the Demised Premises.
4. Acceptance of Demised
Premises . Landlord shall notify Tenant upon the issuance of a
temporary certificate of occupancy from the City of Hampton and
Tenant shall be deemed to have accepted the Demised Premises as of
the date. Tenant and Landlord shall perform a walk-through
inspection of the space prior to Tenant’s occupancy of the
Demised Premises, and tenant shall prepare a punch-list of items
required to bring the Demised Premises into substantial conformance
with Tenant’s plans. Landlord shall use its best efforts to
complete any items required to bring the Demised Premises into
substantial conformance with Tenant’s Plans as soon as
reasonably possible following the Lease Commencement Date. Tenant
shall execute and deliver a letter to landlord
-2-
confirming the commencement of this Lease in the
form attached as Exhibit “C” to this Lease. If the
Lease Commencement Date is other than October 24, 2003, the
letter shall include a revised rent schedule reflecting the actual
Lease Commencement Date.
5. Term . Provided that this
Lease is not terminated by Tenant in accordance with
paragraph 41, the initial term of this Lease shall begin as of
the Lease Commencement Date and shall end on March 31, 2009
(the “Initial Term”). Provided Tenant is not in default
of this Lease, Tenant shall have the option to renew this Lease for
one (1) renewal term of three (3) years (the
“Renewal Term”). Tenant shall exercise any of its
rights of renewal hereunder by giving Landlord written notice of
the exercise of its option at least one hundred twenty
(120) days prior to the expiration of any Term of this Lease,
time being of the essence for Tenant’s exercise of any such
option to renew. Landlord shall provide a rent concession during
the period of free rent, beginning as of the Lease Commencement
Date and ending on March 31, 2004.
6. Rent . Rent shall be
payable in advance of the first day of every calendar month during
the Term, without offset by Tenant or demand by Landlord having
been made. Rent shall be payable at the office of Landlord located
at 4016 Holland Boulevard, Chesapeake, Virginia 23323, or at such
other place as Landlord may direct from time to time. Any Rent
payable during a partial calendar month shall be prorated on a
daily basis for that month and, if any Term begins on other than
the first day of a calendar month, then Rent for that month only
shall be due and payable as of the date that Term begins, all
future payments of Rent becoming due on the first day of every
calendar month thereafter. Rent during the Initial Term and Renewal
Term of this Lease is payable according to the following schedule
and is based upon a base rate of $8.90 per square foot, plus $4.60
per square foot in operating expenses and taxes. In addition to
these amounts, Tenant may be responsible for monthly payment of
Adjusted Expenses, as set forth in paragraph 13
below.
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Period
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Annual
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PSF
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Monthly
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Initial Term
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Free
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Oct. 24, 2003 - Mar. 31, 2004
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$
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0
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$
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0
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$
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0
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Yr.
l
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Apr. 1, 2004 - March 31, 2005
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$
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134,122.50
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$
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13.50
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$
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11,176.88
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Yr.
2
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Apr. 1, 2005 - Mar. 31, 2006
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$
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135,513.40
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$
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13.64
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$
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11,292.78
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Yr.
3
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April 1, 2006 - March 31, 2007
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$
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136,804.95
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$
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13.77
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$
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11,400.41
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Yr.
4
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April 1,2007 - March 31, 2008
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$
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138,195.85
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$
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13.91
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$
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11,516.32
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Yr.
5
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April 1,2008 - March 31, 2009
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$
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139,586.75
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$
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14.05
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$
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11,632.23
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Renewal Term
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Yr.
6
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April 1, 2009 - March 31, 2010
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$
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140,977.65
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$
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14.19
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$
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11,748.14
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Yr.
7
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April 1, 2010 - March 31, 2011
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$
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142,368.55
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$
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14.33
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$
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11,864.05
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Yr.
8
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April 1, 2011 - March 31, 2012
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$
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143,759.45
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$
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14.47
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$
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11,979.95
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7. Use . The Demised Premises
shall be used only for general office and research &
development laboratory use and for no other purpose without
Landlord’s prior written consent, which may be withheld by
Landlord for any reason. All Common Areas shall be used only for
their intended purposes and subject to Landlord’s Rules and
Regulations. Tenant shall use the Demised Premises and Common Areas
in accordance with all federal, state, and local laws, rules,
regulations, codes, and ordinances. Tenant shall not commit waste
of the Demised Premises, Common Areas, or Building, nor shall
Tenant use the same in any manner which would constitute a nuisance
or otherwise interfere with the rights of Landlord or other tenants
of the Building.
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8. Services . Landlord shall
furnish the following services to Tenant, during Normal Business
Hours, unless otherwise specified and without additional charge,
except as agreed in this Lease: (i) janitorial and cleaning
service (Monday through Friday only); (ii) water, sewer, and
natural gas, (iii) electricity for lighting, ordinary business
machines and laboratory equipment, specifically 6-8 digital
oscilloscopes and data acquisition systems; 15 desktop computers
and associated peripheral devices; ultrasonic immersion scan tank;
5-6 benchtop ultrasonic test systems; power amplifiers; soldering
stations; air compressor; drill press; knee mill, metal lathe;
sanders and grinders; and benchtop, ductless fume hood;
(iv) and heating and air conditioning during Normal Business
Hours in such seasons of the year as the same shall be reasonably
necessary. In the event of interruption or suspension of any
service, howsoever caused, Landlord shall restore such service with
reasonable dispatch, subject to the provisions of paragraph 13
hereof with regard to Tenant’s repairs. Tenant shall not use
any method of heating or cooling the Demised Premises other than
that provided by Landlord. Tenant may obtain electricity, heating
and air conditioning services, for periods other than Normal
Business Hours, by making arrangements with Landlord’s
property manager. Charges for electricity and heating and air
conditioning used by Tenant during hours other than Normal Business
Hours shall be charged at the rate of $25.00 per hour for use of
the office area (zones 1-7) billable in minimum one-hour
increments, or $10.00 per hour for use of the Laboratory and
warehouse areas (zones 8-10) billable in minimum twelve-hour
increments. Payment for the hours other than Normal Business Hours
shall be due as Additional Rent for the month following the month
during which Landlord delivers an invoice to Tenant’s agent
or designee for such charges. Landlord shall provide, along with
its invoice, a copy of a statement showing the number of hours of
Tenant’s excess electricity, heating and air conditioning
consumption. Tenant may elect, prior to full execution of this
Lease, to pay for its own electrical and janitorial services, by
giving written notice to Landlord. In the event Tenant elects to
pay for its own electrical and janitorial services, Tenant shall
cause electricity to be monitored by a separate meter installed for
that purpose and shall provide Landlord satisfactory evidence that
it has entered into a contract for janitorial services reasonably
acceptable to Landlord.
9. Alterations . Tenant shall
make no structural alterations, additions, or improvements to the
Demised Premises without Landlord’s prior written consent,
which shall not be unreasonably withheld. Any permitted
alterations, additions, or improvements shall (a) be performed
at Tenant’s sole cost and expense; (b) be performed
according to plans prepared by Tenant’s professional
architect or engineer and approved by Landlord and its architect or
engineer; (c) be performed by duly licensed and qualified
contractors, bonded and insured in the Commonwealth of Virginia;
(d) be performed in a good and workmanlike manner using
materials equal in quality and kind to those used in construction
of the Building; (e) be completed in compliance with all
federal, state, and local laws, regulations, ordinances and codes
including, but not limited to, the American with Disabilities Act,
building codes, and fire codes; and (f) with the sole
exception of Tenant’s movable office furniture and trade
fixtures, shall become the sole property of Landlord upon
termination or expiration of this Lease. All damage and injury to
the Demised Premises, its fixtures, appurtenances and equipment,
and to the Building, its fixtures, appurtenances and equipment,
caused by Tenant, its agents, employees or contractors shall be
repaired, restored or replaced promptly to Landlord’s
satisfaction by Tenant at Tenant’s sole cost and
expense.
- 4 -
10. Liens . Tenant shall
permit no voluntary or involuntary liens, mortgages, deeds of
trust, mechanic’s or materialmen’s liens, or other
encumbrances to attach to the Property. In the event any lien
should arise because of the acts of Tenant, its agents, or
employees, Tenant shall immediately satisfy, discharge or settle
such liens within thirty (30) days of the date such lien
arises. If Tenant fails to satisfy, discharge or settle any such
lien, Landlord may, without any obligation to do so and reserving
its rights under this Lease, satisfy, discharge or settle such lien
on Tenant’s behalf and Tenant shall pay as Additional Rent,
all of Landlord’s costs and expense in doing so, including
reasonable attorneys fees and costs associated
therewith.
11. Tenant’s
Maintenance . Tenant shall maintained the Demised Premises and
its personal property in good condition at all times. Tenant shall
promptly notify Landlord of any and all repairs required to be
performed by Landlord hereunder. Landlord shall use its best
efforts to make such repairs as soon as reasonably possible after
Tenant has requested the repairs.
12. Signs . Tenant shall have
the right to display its name on the front glass door located at
the entrance to the Demised Premises, in a design reasonably
acceptable to Landlord. Tenant shall further have the right to
display its name on the monument sign serving the Building, subject
to the rights of existing tenants, availability of space, and to
Landlord’s approval of the design and location of the sign,
which shall not be unreasonably withheld. Tenant’s rights
with regard to signs shall be subject to applicable building codes,
zoning ordinance, and restrictive covenants applicable to the
Property. Initial costs and expenses associated with Tenant’s
signs including, without limitation, all permits, approvals, or
variances, shall be borne by Landlord.
13. Operating Expenses and
Taxes .
(a) Expenses and Adjusted
Expenses . “Base Year Expenses”, as used herein,
means the greater of $4.60/square foot/year or the actual total of
Tenant’s Proportionate Share of Operating Expenses and Taxes
during the Base Year. The term “Expenses”, as used
herein, shall mean “Operating Expenses” and
“Taxes”, as both of those terms are defined below.
Beginning as of the first day of the second calendar month
following the Base Year, and continuing for every month thereafter
during the Term, Tenant shall be responsible for payment, as
Additional Rent due on a monthly basis, any positive difference
between Tenant’s Proportionate Share of actual Expenses,
calculated on a monthly basis, and the Base Year Expenses,
calculated on a monthly basis (the “Adjusted
Expenses”). The Adjusted Expenses shall be measured and
determined by Landlord on a monthly basis, and Landlord shall send
Tenant a statement showing the amount of Adjusted Expenses due from
Tenant. In no event shall Tenant be responsible for paying Adjusted
Expenses for any particular month in excess of the greater of one
percent (1%) or the Consumer Price Index – All Urban
Consumers, as published by the United States Department of Labor,
Bureau of Labor Statistics for that month (“CPI”);
provided, however, that if any increase in Adjusted Expenses is
attributable to changes in Tenant’s business practices
including, without limitation, increased density of office space
resulting from Tenant maintaining in excess forty-five
(45) employee workspaces in the Demised Premises, the addition
of equipment or devices not described in paragraph 7 above, or
similar circumstances, then the Adjusted Expenses due from Tenant
shall not be limited.
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(b) Operating Expenses .
“Operating Expenses” shall mean all costs and expenses
incurred by Landlord in each Lease Year in connection with
operating, maintaining, repairing, and managing the Demised
Premises, Building and Property of which the Demised Premises is a
part including, without limitation, the following:
1. Labor costs, including wages,
salaries, social security and employment taxes, medical and other
types of employee insurance, uniforms, training, and retirement and
pension plans for personnel at or below the level of property
manager and building manager.
2. Management fees, the cost of
equipping and maintaining a management office, accounting and
bookkeeping services, legal fees not attributable to leasing or
collection activity, and other customary administrative costs.
Landlord, by itself or through an affiliate, shall have the right
to directly perform or provide any services under this Lease
(including management services), provided that the costs of any
such services shall not exceed the cost that would have been
incurred had Landlord entered into an arms-length contract for such
services with an unaffiliated entity of comparable skill and
experience.
3. The costs of services, including
amounts paid to service providers and the rental costs and purchase
costs of parts, supplies, tools and equipment.
4. Premiums and deductibles paid by
Landlord for insurance, including workers compensation, fire and
extended coverage, earthquake, general liability, rental loss,
elevator, boiler and other insurance carried by Landlord with
respect to the Demised Premises.
5. Electrical Costs, as defined
below, and charges for water, gas and sewer, but excluding those
charges for which Landlord is reimbursed by Tenant or other
tenants. “Electrical Costs” means: (a) charges
paid by Landlord for electricity; (b) costs incurred in
connection with an energy management program for the Demised
Premises; and (c) if and to the extent permitted by law, a fee
for the services provided by Landlord in connection with the
selection of utility companies and the negotiation of
administrative contracts for electricity, provided that such fee
shall not exceed fifty percent (50%) of any saving obtained by
Landlord. Electrical Costs shall be adjusted as follows:
(i) amounts received by Landlord as reimbursement for above
standard electrical consumption shall be deducted from Electrical
Costs and (ii) the cost of electricity incurred to provide
overtime HVAC to specific tenants shall be deducted from Electrical
Costs. Increases in Electrical Coots for the Building that are
directly attributable to material changes in business operations by
other tenants of the Building shall not be factored into
Tenant’s Proportionate Share of Expenses for purposes of
Tenant’s payment of Adjusted Expenses hereunder.
6. If Landlord incurs Operating
Expenses in common with other buildings or properties owned by
Landlord, whether by a reciprocal easement agreement, common area
agreement, or otherwise, the shared costs and expenses shall be
equitably prorated and apportioned between such
properties.
7. Operating Expenses shall not
include the following expenses: the cost of capital improvements;
depreciation; interest; principal payments of mortgage and other
non-operating debts of Landlord; the costs of repairs or other work
to the extent Landlord is reimbursed by insurance or condemnation
proceeds; costs in connection with leasing space in the Building to
tenants other than Tenant including brokerage commissions, lease
concessions, and costs incurred with the sale and refinancing of
the building; or organizational expenses associated with the
creation and operation of the entity which constitutes the
Landlord.
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(c) Taxes .
“Taxes” shall mean: (1) all real estate taxes and
other assessments on the Building or Property, without limitation,
special assessments; (2) personal property taxes for property
that is owned by Landlord and used in connection with
the