Exhibit 10.10
WAREHOUSE AND OFFICE
LEASE
THIS WAREHOUSE AND OFFICE LEASE
(“Lease”), made as of this
day of
June, 2003 is by and between Georgia Anne Snyder-Falkinham
(“Lessor”) and Luna Innovations, Inc.
(“Lessee”), (collectively, “the
Parties”).
:WITNESSETH:
1. Demised Premises . In
consideration of the rents and covenants herein set forth, Lessor
does hereby lease to Lessee and Lessee hereby leases from Lessor
the warehouse and office building (containing approximately 14,700
sq. ft.) at 2851 Commerce Street, S.E., Blacksburg, Virginia, for
the period of time(s) and upon the terms and conditions hereinafter
set forth.
2. Commencement And Term .
The term of this Lease shall commence on the first day of July,
2003, and terminate at midnight on June 30, 2006
(“Term”), unless renewed as provided for
hereinafter.
3. Rental . Lessee hereby
covenants and agrees to pay Lessor as rental for the Leased
Premises, which amount shall be payable without deduction, offset,
notice, or demand, ONE HUNDRED FORTY-SEVEN THOUSAND AND NO/100
DOLLARS ($147,000.00) each year during the Term of this Lease, with
monthly payments of TWELVE THOUSAND TWO HUNDRED FIFTY AND NO/100
DOLLARS ($12,250.00) being due and payable in advance on the first
day of each month. Payments are to be made to Lessor at 500 South
Main Street, Blacksburg, Virginia 24060. As additional rent, Lessee
shall be responsible for all janitorial services, water, sewage,
and garbage pickup related to the Leased Premises. Further, Lessee
shall pay as additional rent all charges for electricity and
natural gas related to the Leased Premises.
4. Renewal . Lessee shall
have the right and option to renew this Lease for an additional
period of THREE (3) years, immediately subsequent to the
original Term of this Lease, at a rental rate to be negotiated
between the parties in good faith, based upon the economic
circumstances and the market conditions then existing. Notice of
the exercise of the renewal option shall be given no less than
NINETY (90) days prior to the expiration of the original Term
of this Lease.
5. Late Payment . Lessee
hereby covenants and agrees to pay Lessor or agent thereof a late
charge of TEN PERCENT (10%) of the amount of any installment
of rent or any other sum due Lessor for each late payment when any
installment of rent or any other sum due Lessor under the terms of
this Lease is paid more than TEN (10) days after the due date
thereof.
6. Use of Leased Premises .
Lessee shall use and occupy the Leased Premises, subject to the
terms and condition hereof, for the operation of a fiber optic
sensing business and for such other uses as may be customary and
incidental thereto.
7. Utilities and Taxes . The
Lessee shall pay promptly all business and personal property taxes,
licenses, and bills for utilities (including telephone) related to
the warehouse and office space at 2851 Commerce Street. Lessor
shall pay all real estate taxes related to the Leased
Premises.
8. Maintenance and Repairs .
Lessor at her sole expense, within a reasonable time after being
notified in writing by Lessee of the need therefor, shall be
responsible for the following: structural repairs to the building;
repairs to the roof, gutters, and downspouts; painting of the
exterior of the building; maintenance of the yard, hard surfaced
areas, and exterior lighting; as well as repairs to the plumbing,
electrical, and HVAC equipment installed by the Lessor; unless the
need for such repairs/maintenance is occasioned by the negligent or
willful act of Lessee, its agents, employees, or invitees, in which
event such repairs shall be charged to Lessee. All modifications
installed by the Lessee shall be the sole responsibility of the
Lessee to repair and maintain.
The Lessee at its sole expense shall
provide all other maintenance and make repairs, including repairs
and replacements to the interior finishes necessary to keep the
Leased Premises, building and improvements, and equipment in good
order and repair. Lessee shall be responsible for keeping the
interior of the building neat and attractive. Snow removal from
parking lots and sidewalks shall be the responsibility of the
Lessee. Lessee will, at the expiration of the original Term of this
Lease or any renewal thereof, deliver up the Leased Premises in as
good order and condition as received, excepting reasonable wear and
tear and damage by fire or other casualty of the kind insured
against in standard policies of fire insurance with extended
coverage.
Except as provided herein, Lessor
shall not be under any obligation to make other repairs to the
Leased Premises. Lessor shall not be chargeable with any liability
by reason of negligence or otherwise for not making repairs to the
Leased Premises and shall not be liable for any damages (or for any
reason whatsoever in connection with the Leased Premises whether
caused by the use of the Leased Premises, water, electricity,
heating equipment, or by theft or otherwise) to personal property
that the Lessee or assigns or any other person may sustain on or
about the Leased Premises. Lessee shall not be entitled to any
reduction in rent, or any claim for damages, by reason of any
inconvenience, annoyance, injury to business, or loss of natural
light or ventilation arising from any repairs, alternations, or
replacements made by Lessor pursuant to this Section.
9. Insurance and Damage to Leased
Premises . (a) The Lessee shall insure at its own expense
its property, improvements, inventory, and contents against loss or
damage by fire or other hazards. (b) If the building of which
the Leased Premises are a part shall be damaged by fire, the
elements, or the casualty, but is not thereby rendered untenantable
in whole or in part, Lessor shall promptly, at her own expense,
cause such damage to be repaired, and the rent shall not be abated.
If by reason of such occurrence the Leased Premises shall be
rendered untenantable only in part, Lessor shall promptly, at her
own expense, cause the damage to be repaired and fixed, and the
rent shall be abated proportionately to the portion of the Leased
Premises rendered untenantable for such time as may elapse until
the whole space is again tenantable. If by reason of such
occurrence the Leased Premises shall be rendered wholly
untenantable, Lessor shall promptly, at her own expense, cause such
damage to be repaired, and the rent shall be abated in whole until
the Leased Premises are restored, unless within SIXTY
(60) days after such occurrence Lessor shall give Lessee
written notice that she has elected not to reconstruct the
destroyed premises. In which event, this Lease and the tenancy
hereby created shall cease as of the day of said occurrence. In no
event shall Lessor be responsible for any resulting inconvenience
to the Lessee. (c) Notwithstanding the foregoing provisions,
if at any time the obligee of any indebtedness secured by a lien on
the Leased Premises shall be obligated to apply all or a
substantial part of the proceeds from any insurance to the payment
of such indebtedness with the result that the remaining proceeds
are insufficient to pay the cost of
-2-
making the repairs, restorations, or
replacements required hereby and neither the Lessee nor the Lessor
agrees to pay such cost, then this Lease shall terminate THIRTY
(30) days after receipt by either the Lessee or the Lessor to
the other of written notice of such termination and all remaining
proceeds of insurance on the Leased Premises shall be paid to and
retained by the Lessor. (d) Lessee covenants that, without
prior written consent of Lessor, it will not do anything which will
increase the rate of fire insurance on the building of which the
Leased Premises are a part and that, if such consent is given,
Lessee will pay Lessor the amount of the increase in the cost of
such insurance as and when the premiums become due. In the event
that the Lessee causes an increase in the rate of fire insurance on
the building in which the Leased Premises is located, Lessee
covenants and agrees to pay to Lessor the full amount of such rate
increase caused by Lessee’s actions.
10. Condemnation . If the
building of which the Leased Premises are a part shall be partially
condemned by public authorities under the power of eminent domain,
or purchased in lieu thereof, Lessor shall in no way be responsible
for any resulting inconvenience or damage to Lessee, nor shall
there be any reduction in the rent unless as a direct result of
such occurrence part of such building shall be rendered
untenantable, in which case there shall be a reasonable reduction
in rent for such time as may elapse until there be again on the
Leased Premises a building of as much value to the Lessee for its
use as the one affected by such occurrence. Lessor shall then
proceed to make such repairs and alterations as may be necessary to
provide a building of as much value to Lessee as the one existing
prior to such occurrence, unless within SIXTY (60) days after
the date of such taking Lessor gives Lessee written notice that she
has elected not to reconstruct, repair, or alter such building, in
which event this Lease and the tenancy hereby created shall cease
as of the day of such taking or sale without any further liability
on the part of either the Lessor and the Lessee to the other. All
compensation awarded or paid upon such total or partial taking of
the Leased Premises shall belong to and be the property of the
Lessor without any participation therein by the Lessee. In no event
shall the Lessor be responsible for any resulting inconvenience to
Lessee.
11. Indemnity to Lessor .
Lessee will indemnify and save harmless the Lessor against any and
all liability, damage, expense, causes of action, suits, claims or
judgments, and attorney’s fees and costs incurred in
connection therewith, arising from injury to persons or property on
the Leased Premises or arising by reason of the use of the Leased
Premises. Lessee will keep in force at its own expense so long as
this Lease remains in effect broad-form public liability insurance
in the amount of $500,000.00 per occurrence and property damage of
$100,000.00 per occurrence, or such higher limits as the Lessor may
reasonably from time to time require, protecting and indemnifying
Lessee, Lessor, and Lessor’s agents, naming the Lessor as an
additional insured against all claims for damage to person or
property or for loss of life or property occurring on, in, or about
the Leased Premises. Such certificates of insurance and any
endorsement thereto shall be furnished to Lessor by Lessee at or
prior to the commencement of the original Term of this Lease and
thereafter at least TEN (10) days prior to the expiration of
any such policy. Each such policy shall provide for at least TEN
(10) days’ written notice to Lessor of any change or
cancellation thereof.
12. Assignment and Subletting
. During the
