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HomeMy WebLinkAboutCLE202200147 Correspondence 2022-11-08 (2)LEASE AGREEMENT THIS LEASE AGREEMENT (hereafter, the "Agreement") is made this i'� day of September, 2022 by and between Perrin Quarles (hereafter, the "Landlord"), and OverSoul Healing Center (hereafter "Tenant." W I T N E S S E T H: Whereas Tenant wishes to lease and occupy suite 1B of 501 Faulconer Drive beginning December 1, 2022, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows: Section 1. LEASED PREMISES Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, Suite 1B in 501 Faulconer Drive, Charlottesville, Virginia 22903 (hereafter, the "Leased Premises"). Section 2. USE OF PROPERTY Tenant shall have the right to use the Leased Premises for the purpose of offices and massage treatments. Tenant shall not permit or suffer the use of the Leased Premises for any other reason without the prior written consent of the Landlord. The Leased Premises is a condominium and is subject to the Condominium Declaration, By -Laws and Rules and Regulations of the Madison Park Unit Owner's Association. Tenant agrees to be bound by the Declaration, By -Laws and Rules and Regulations of the Madison Park Unit Owner's Association. At any time the Declaration, By -Laws, or Rules and Regulations conflict with the duties and responsibilities of the parties to this Agreement, such Declaration, By -Laws or Rules and Regulations shall govern. Section 3. TERM The term of this Agreement shall be for three years, commencing December 1, 2022 (the "date of commencement") and ending November 30, 2025. Section 4. RENT 4.1 Rent. The Tenant shall pay the Landlord as monthly rent for the Leased Premises during the term of this lease the 1 *t sum of $2,200.00 per month for a total rent of $79,200. Rent for the first month shall be payable on or before the date of commencement and shall be payable on or before the first day of each month thereafter. 4.2 Security Deposit. A refundable rent deposit equal to one month's rent ($2,200.00) shall be payable on or before the date of commencement (December 1, 2022). The deposit, less any costs incurred by Landlord to satisfy Tenant's obligations under this lease shall be returned to Tenant within thirty (30) days after the end of the lease. 4.3 Place of Payment. All payments during the term of the Agreement shall be made to Landlord at the address specified in Section 25.3 hereof, or to such other party or at such other address as hereinafter may be designated by Landlord by written notice. 4.4 Late Payment. If the rent payment is not received within 10 days of the due date, a late fee equal to 5% of the rent shall be assessed and interest shall be charged at the rate of 12% per annum on the rent and late fee until both are paid. Section 5. UTILITIES AND SERVICES 5.1 Electrical Service. Tenant shall pay for the cost of electrical service supplied to the Leased Premises as follows. The cost of electrical service will be shared with another unit, and such sharing shall continue on an equal cost share basis unless and until Tenant and occupants of the other unit agree to an alternative arrangement that meets Landlord's approval. Landlord will pay the electrical service bill on receipt and will request reimbursement from Tenant for Tenant's share. Tenant shall reimburse Landlord for Tenant's share within fifteen (15) days of Landlord's request and a copy of the electrical service bill paid by the Landlord. 5.2 Water and Sewer Service. Landlord shall pay the cost of reasonable water and sewage service supplied to the Leased Premises as a portion of the condominium dues paid monthly by Landlord. 5.3 Heating and Air Conditioning. Landlord shall provide a working air conditioning and heating (heat pump) system and shall be responsible for maintaining the system at Landlord's cost. 2 Section 6. LIENS The Landlord's title is and shall always be paramount to the title of the Tenant and nothing in this Agreement shall empower the Tenant to do any act which can, shall, or may encumber the title of the Landlord. The Tenant covenants and agrees not to suffer or permit any lien of mechanics or materialmen to be placed upon the Leased Premises and in case of any such lien attaching to, the Tenant agrees to immediately pay and remove the same. If any such lien so attaches and the Tenant fails to pay and remove the same within fifteen (15) days, the Landlord or Landlord at either's election may pay and satisfy the same and in such event the sum so paid shall be deemed to be additional rent due and payable by the Tenant at once without demand or notice. Section 7. FIRE OR OTHER CASUALTY Partial destruction of the Leased Premises shall not render this Agreement void or voidable, nor terminate same except as provided herein. If the Leased Premises are partially destroyed during the term of this Agreement, Landlord may repair them, when such repairs can be made in conformity with applicable laws and regulations, within ninety (90) days of the partial destruction. Written notice of the intention of Landlord to repair shall be given to Tenant within thirty (30) days after any partial destruction. Rent will be reduced during the term of partial destruction proportionately to the extent to which the destruction and repair operations interfere with the business conducted on the Leased Premises by Tenant. Notwithstanding anything to the contrary, however, Landlord shall have the option to terminate this Agreement if the repairs are so extensive as to render repair, in Landlord's opinion, uneconomical. Section 8. If any part of the Leased Premises shall be taken under the power of eminent domain, then this Agreement shall terminate as to the part so taken on the day which Tenant is required to yield possession thereof, and Landlord shall make such repairs and alterations as may be necessary in order to restore the part not taken to useful condition. If the condemnation renders the Leased Premises unusable to the Tenant, Tenant shall have the option to terminate this Agreement as of the date when Tenant is required to yield possession. 3 Section 9. QUIET ENJOYMENT If and so long as the Tenant shall pay the rent specified herein and observe and perform all covenants, agreements, and obligations required by it to be observed and performed hereunder, the Tenant shall peaceably and quietly hold and enjoy the Leased Premises for the entire term of this Agreement (including any renewal periods) without hindrance or interruption by the Landlord or any other person or persons lawfully or equitable nevertheless, to the terms and conditions of this Agreement and the mortgages and other matters to which this Agreement may be subordinate under Section 15 of this Agreement. Section 10. HOLDING OVER Any holding over after the expiration of the term hereof, with the consent of Landlord, shall be construed to be a tenancy from month to month at the monthly rent herein specified and shall otherwise be on the terms and conditions herein specified as far as applicable. Section 11. GOVERNMENT REGULATIONS During the term of this Agreement, Tenant shall, at Tenant's sole cost and expense, comply with the requirements of all county, municipal, state, federal or other applicable governmental authorities, now in force, or which may hereafter be in force, pertaining to Tenant's use and occupancy of the Leased Premises, and shall faithfully observe in the use of the Leased Premises all municipal and county ordinances and state and federal statutes now in force or which may hereafter be in force. Section 12. SUBLEASES AND ASSIGNMENTS Without the prior written consent of the Landlord, the Tenant shall not assign its rights, duties or obligations under this Agreement or sublet the Leased Premises, or grant any concession or license to use the Leased Premises or any part thereof. A consent by the Landlord to one assignment, subletting, concession or license shall not be deemed a consent to any subsequent assignment, subletting, concession or license. An assignment, subletting, concession or license without the prior written consent of the Landlord shall be void. The Landlord is hereby given the right to assign its rights, duties and obligations under this Agreement at the Landlord's sole discretion. 4 c4T Section 13. ATTORNMENT Tenant agrees upon termination of Landlord's interest in the Leased Premises, Tenant will attorn to the person or organization then holding title to the reversion of the Leased Premises and to all subsequent persons or organizations holding title, and further agrees to pay to such persons or organizations all rents and other monies required to be paid by the Tenant hereunder and perform all other terms, covenants, conditions and obligations contained in this Agreement. Section 14. SUBORDINATION/SUPERIORITY This agreement and all rights of the Tenant hereunder shall be subject and subordinate to the lien of any and all persons that may now or hereafter affect the Leased Premises, and to any and all renewals and modifications, of any such mortgages. The Tenant shall on demand execute, acknowledge and deliver to the Landlord any and all documents that may be necessary or proper to subordinate this Sublease and all rights therein to the lien of such mortgage and each renewal, modification or extension, and if the Tenant fails at any time to execute, acknowledge, or deliver any subordination instrument, the Landlord, in addition to the remedies available in consequence thereof, may execute, acknowledge and deliver the same as the Tenant's attorney and in the Tenant's name. The Tenant hereby irrevocably constitutes and appoints the Landlord, its successors and assigns its attorney -in -fact for that purpose. Section 15. CONDITION OF PREMISES Subject to the provisions of Section 17, and the exceptions enumerated in this Section 15, Tenant hereby accepts Leased Premises in their condition existing as of December 1, 2022. Section 16. MAINTENANCE AND REPAIRS Tenant shall, at its own expense, throughout the full term of this Agreement, maintain Leased Premises in good condition and repair, reasonable wear and tear excepted. Section 17. ALTERATIONS Tenant shall not make any substantial alterations, additions, modifications or improvements to the Leased Premises without the prior written consent of the Landlord, which consent 5 44 will not be unreasonably withheld. If Tenant desires to make any such alterations, etc., plans for same shall be submitted to and approved by Landlord, and same shall be done by Tenant, at Tenant's own expense, and Tenant agrees that all such work shall be done in a good and workmanlike manner and in accordance with applicable laws and regulations, that the structural integrity of the building shall not be impaired, that no liens shall attach to the Leased Premises by reason thereof, and that Tenant will secure all necessary permits pertaining to the aforementioned alterations. The alterations, additions, modifications and improvements referred to in this Section 17 shall, at the Landlord's option, become property of the Landlord. Upon the surrender of the Leased Premises by the Landlord, Landlord shall have the right to require the Tenant to restore the Leased Premises to their former condition and to repair any damage to the Leased Premises caused by the Tenant's occupancy, all at the Tenant's expense. Section 18. INSURANCE 18.1 Obligation to Insure. The Landlord will at all times during the term of this Lease Agreement, at its own cost and expense, insure and keep in effect on the building in which the Leased Premises are located fire insurance with extended coverage, covering the interests of the Landlord and the Tenant, in an amount not less than full insurable value of the Leased Premises. The Tenant will at all times during the term of this lease, at its own cost and expense, insure and keep in effect public liability and property damage insurance policies with respect to the Leased Premises, in which both Landlord and Tenant shall be named as insureds, with limits of at least $500,000.00 for injury or death to any one person and $1,000,000.00 for any one accident, and $100,000.00 with respect to damage to property. 18.2 Policy Form. All policies of insurance required hereunder shall be issued in the names of Landlord, Tenant and such other persons or firms as Landlord specifies from time to time and shall be for the mutual and joint benefit and protection of Landlord, Tenant and others herein above mentioned. Executed copies of all such policies of insurance or certificates thereof shall be delivered to the Landlord within ten (10) days after delivery of possession of the Leased Premises to the Tenant. As often as any policy shall expire or terminate, renewal or additional policies shall be procured and maintained by the Tenant in like manner and to like extent. All such policies of insurance shall provide that the company 6 A4 writing said policy will give Landlord thirty (30) days notice in writing in advance of any cancellation or lapse or the effective date of any reduction in the amounts of insurance. All such policies shall be written as primary policies, not contributing with and not in excess of coverage which the Landlord may carry. 18.3 Payment of Premium. If premiums on the policies of insurance provided for herein shall not be paid as required or the policies shall not be delivered as required, then the Landlord may pay such premium and Tenant shall reimburse the Landlord for such amounts. Section 19. HOLD HARMLESS AND INDEMNIFICATIONS 19.1 Indemnification. The Tenant hereby waives all claims against the Landlord for damage to any property or injury or death of any person in, or upon or about the Leased Premises arising at any time and from any cause other than solely by reason of the active negligence or willful act of the Landlord, its employees or contractors. The Tenant shall also hold the Landlord harmless from and indemnify the Landlord against any damage to any property or injury or death of any person arising from the use of the Leased Premises by the Tenant, except such as it caused solely by reason of the active negligence or willful act of the Landlord, its contractors or employees. The foregoing indemnification shall include reasonable attorney's fees, investigation costs, and all other reasonable costs and expenses incurred by the Landlord from the first notice that any claims or demand is to be made or may be made. The provisions of this Section shall survive the termination of this Agreement with respect to any damage, injury or death occurring prior to such termination. 19.2 Property Loss Suffered by Tenant. Tenant hereby expressly agrees that Landlord shall not be responsible in any manner for and does hereby release Landlord from any and all liability for any damage or injury directly or indirectly caused by (I) dampness or water, whether due to a break or leak in any part of the roof, heating, plumbing, sprinkler or other system within the Leased Premises, or in the building in which the Leased Premises are located, no matter how caused; (ii) theft; (iii) fire or other casualty; unless such damage or injury is caused solely by reason of the active negligence or willful act of the Landlord. 19.3 Determination of Landlord's Negligence. For purposes determining whether any property damage or injury or death was 7 4-4- due solely by reason of the active negligence or willful act of the Landlord, the Landlord shall not be liable to the Tenant for property damage or injury or death unless notice in writing of any defect (a) which Landlord has under the terms of this Agreement the duty to correct and (b) which has caused such damage or injury or death, shall have been given in sufficient time before the occurrence of such damage or injury or death reasonably to have enabled Landlord to correct such defect. Section 20. TENANT'S FAILURE TO PERFORM In the event that Tenant fails after fifteen (15) days' written notice from Landlord, to keep the Leased Premises in good state of condition and repair, or to commence required repairs, or to do any act or make any payment or perform any term or covenant on Tenant's part required under this Agreement or otherwise fails to comply herewith, Landlord may (at its option, but without being required to do so) immediately or at any time thereafter perform the same for the account of Tenant (including entering the Leased Premises at all reasonable hours to make repairs and do any act or make any payment which Tenant has failed to do), and if Landlord makes any expenditures, or incurs any obligations requiring the payment of money in connection therewith, such sums paid or obligations incurred shall be deemed to be additional rent hereunder, and shall be paid by Tenant to Landlord within five (5) days of rendition of any bill or statement to Tenant therefor. All rights given to Landlord in this Section shall be in addition to any other right or remedy of Landlord herein contained. Section 21. LANDLORD'S RIGHT TO ENTER PREMISES Tenant agrees to permit Landlord or Agent to enter the Leased Premises at any reasonable time for the purpose of determining the condition of the Leased Premises and making repairs thereof or for the purpose of showing the Leased Premises to a prospective buyer or future Tenant. Section 22. SURRENDER AT END OF TERM Except as otherwise provided herein, Tenant shall vacate the Leased Premises at the expiration or other termination of this Agreement and shall remove all goods and effects not belonging to Landlord and shall surrender possession of the Leased Premises and all fixtures and systems thereof in good repair, reasonable wear and tear excepted. If Tenant shall fail to perform any of the foregoing obligations, Landlord is hereby expressly authorized to do so at Tenant's expense and Landlord 8 Ji- may sell such articles on the Leased Premises as Landlord in its sole discretion deems saleable, and may dispose of others in any manner which it chooses. The proceeds of any such sale shall be applied toward the expenses thus incurred and any sums due under this Agreement, and Tenant will receive net proceeds, if any, and Tenant agrees to pay any remaining balance promptly. Section 23. DEFAULTS - REMEDIES 23.1 Defaults. The occurrence of any one or more of the following events shall constitute a material default and breach of this Agreement by Tenant: (a) The vacating or abandonment of the Leased Premises by Tenant prior to the expiration of the lease term. (b) The failure by Tenant to make any payment or rent within five (5) days after the receipt of written notice that such payment or rent is past due. (c) The failure by Tenant to observe or perform any of the covenants, conditions or provisions of this Agreement where such failure occurs for a period of fifteen (15) days after written notice thereof from Landlord to Tenant; provided, however, that if the nature of the Tenant's default is such that more than fifteen (15) days are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant commences such cure within said fifteen (15) day period and, thereafter, diligently pursues such cure to completion. (d) The making by Tenant of any general assignment or general arrangement for the benefit of creditors, filing by or against Tenant under any law relating to bankruptcy (unless in the case of a petition filed against Tenant, the same is dismissed within sixty (60) days), the appointment of a Trustee or receiver to take possession of substantially all of the Tenant's assets located in the Leased Premises or the Tenant's interest in this Agreement where possession is not restored to Tenant within thirty (30) days or the attachment, execution or other judicial seizure of substantially all of tenant's assets located at the Leased Premises or Tenant's interest in this Agreement, where such seizure is not discharged within thirty (30) days. 23.2 Remedies. In the event of any such default or breach by the Tenant as provided in Section 23.1 above, the Landlord may at any time thereafter, with or without notice or demand and without limiting the Landlord in the exercise of a right or 9 Al- remedy which Landlord may have by reason of such default or breach and in addition to any other right or remedy Landlord may have at law or in equity: (a) terminate this Agreement and recover damages in accordance with applicable Virginia law; (b) continue this Agreement in effect and enforce all of its rights and remedies under this Agreement, in accordance with Virginia law, including the right to recover rent as it becomes due, for so long as the Landlord does not terminate Tenant's right to possession. Acts of maintenance or preservation, efforts to relet the Leased Premises, or the appointment of a receiver upon Landlord's initiative to protect its interest under this Agreement shall not constitute a termination of the Tenant's right to possession; (c) enter the Leased Premises and remove therefrom all persons and property, store such property in a public warehouse or elsewhere at the cost of and for the account for the Tenant, and dispose and/or sell such property and apply the proceeds therefrom pursuant to applicable Virginia law, all as attorney - in -fact for Tenant; and (d) have a receiver appointed for the Tenant upon application by the Landlord, to take possession of the Leased Premises and to apply any rental collected from the Leased Premises and to exercise all other rights and remedies granted to the Landlord as attorney -in -fact for the Tenant pursuant to subparagraph (c) above. Section 24. ESTOPPEL CERTIFICATE At any time but not less than fifteen (15) days after receipt of a written request from the Landlord, the Tenant shall promptly execute, acknowledge and deliver to the Landlord a certificate certifying (a) that this Agreement is unmodified and in full force and effect, or is modified, stating the date and nature of each modification, and (b) such other matters as may be reasonably requested by the Landlord. Any such certificate may be relied upon by the Landlord and by any prospective purchaser, mortgagee or beneficiary considering the purchase of or a loan on the Leased Premises or any part thereof or interest therein. Section 25. MISCELLANEOUS 25.1 Waiver. The waiver by Landlord or Tenant of any 10 0 breach of any term, covenant or condition contained herein shall not be deemed to be a waiver of such term, covenant, or condition for any subsequent breach of the same or of any other term, covenant or condition contained herein. The subsequent acceptance of performance hereunder by Landlord or Tenant, respectively, shall not be deemed to be a waiver of any breach by Tenant or Landlord, respectively, of any term, covenant or condition of this Agreement. No covenant, term or condition of this Agreement shall be deemed to have been waived by Tenant or Landlord unless the waiver be in writing and signed by the party to be charged thereby. 25.2 Entire Agreement. This Agreement sets forth all the covenants, premises, agreements, conditions and understandings between Landlord and Tenant concerning the Leased Premises and there are no covenants, premises, agreements, conditions, or understanding, either oral or written, between the other than as herein set forth. Except as otherwise provided herein, no subsequent alteration, amendment, change or addition to this Agreement shall be binding upon Landlord or Tenant unless provided in writing and signed by Landlord and Tenant. 25.3 Notices. Any notice, demand, request or other instrument which may be, or is required to be given under this Agreement, shall be in writing and delivered in person or by United States mail, postage prepaid, and shall be addressed: (a) If to Landlord: Perrin Quarles 250 Pantops Mountain Road Apartment 7308 Charlottesville, VA 22911 (b) If to Tenant: Amy Fulton OverSoul Healing Center 501 Faulconer Drive, Suite 1-B Charlottesville, VA 22903 25.4 Successors. All rights and liabilities herein given to, or imposed upon the respective parties hereto, shall extend to and bind the heirs, executors, administrators, successors and assigns of the parties. All covenants, representatives and agreements of Landlord shall be deemed the covenants, representations and agreements of the fee owner from time to time of Leased Premises. All covenants, representations and agreements of Tenant shall be deemed the covenants, representations and agreements of the occupant or occupants of- 11 N the Leased Premises. 25.5 Captions and Section Numbers. The captions and section numbers appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or intent of such sections of this Agreement nor in any way do they affect this Agreement. 25.6 Partial Invalidity. If any term, covenant or condition of this Agreement, or the application thereof, to any person or circumstances shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such term, covenant, or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant or condition of this Agreement shall be valid and enforced to the fullest extent permitted by law. 25.7 Recordation. Upon receipt of either party, a memorandum of lease may be executed and recorded. The cost of recording such memorandum of lease or a short form thereof shall be borne by the party desiring to record same. 25.8 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Virginia. 25.9 Attorney's Fees and Court Costs. In the event that either Landlord or Tenant shall file suit to enforce this Agreement, the party prevailing in the suit shall be entitle to reimbursement for its reasonable attorney's fees and court costs. 25.10 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 12 0 IN WITNESS WHEREOF, Landlord and Tenant have signed and sealed this Agreement as of the date first above written. Landlord: 4 23 Zz- Perrin Quarles Date Tenants: u - p- Atny F lton, Co -Owner Date OverSoul Healing Center ssidy V11Vn, Co -Owner Date OverSoul Healing Center Personally Guaranteed By: - Amy t'u.kton Date ssidy F Date 13