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FULL SERVICE OFFICE LEASE

Office Lease Agreement

FULL SERVICE OFFICE LEASE | Document Parties: LUNA INNOVATIONS INC | HAMPTON R & D PROPERTIES, LLC You are currently viewing:
This Office Lease Agreement involves

LUNA INNOVATIONS INC | HAMPTON R & D PROPERTIES, LLC

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Title: FULL SERVICE OFFICE LEASE
Governing Law: Virginia     Date: 2/10/2006
Industry: Biotechnology and Drugs     Sector: Healthcare

FULL SERVICE OFFICE LEASE, Parties: luna innovations inc , hampton r & d properties  llc
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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

 

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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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

Period


 

  

Annual


 

  

PSF


 

  

Monthly


 

Initial Term

Free

  

Oct. 24, 2003 - Mar. 31, 2004

  

$

0

  

$

0

  

$

0

Yr. l

  

Apr. 1, 2004 - March 31, 2005

  

$

134,122.50

  

$

13.50

  

$

11,176.88

Yr. 2

  

Apr. 1, 2005 - Mar. 31, 2006

  

$

135,513.40

  

$

13.64

  

$

11,292.78

Yr. 3

  

April 1, 2006 - March 31, 2007

  

$

136,804.95

  

$

13.77

  

$

11,400.41

Yr. 4

  

April 1,2007 - March 31, 2008

  

$

138,195.85

  

$

13.91

  

$

11,516.32

Yr. 5

  

April 1,2008 - March 31, 2009

  

$

139,586.75

  

$

14.05

  

$

11,632.23

 

Renewal Term

Yr. 6

  

April 1, 2009 - March 31, 2010

  

$

140,977.65

  

$

14.19

  

$

11,748.14

Yr. 7

  

April 1, 2010 - March 31, 2011

  

$

142,368.55

  

$

14.33

  

$

11,864.05

Yr. 8

  

April 1, 2011 - March 31, 2012

  

$

143,759.45

  

$

14.47

  

$

11,979.95

 

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.

 

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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.

 

- 5 -


(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


 
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