Loading...
HomeMy WebLinkAbout2005-33. ~ • • TOWN OF PULASHI, VIRGINIA RESOLUTION 2005-33 AUTHORIZING A LEASE BY AND BETWEEN THE TOWN OF PULASKI AND PAM WHITESELL AND BRIGHT EYES, INC. DB/A HOPE CITY CAFE WHEREAS, the Town Council of the Town of Pulaski has developed the Pulaski Business Plaza to encourage the location and development of business within the Town of Pulaski; and NOW, THEREFORE, BE IT RESOLVED by the Town Council of the Town of Pulaski, Virginia that the attached lease incorporated herein as if expressly set forth in this resolution is adopted and shall be effective upon execution by Pam Whitesell and Bright Eyes, Inc. DB/A Hope City Cafe and the Town of Pulaski by its Town Manager. The cost of the attorney's fees for development of the lease shall be recovered from Bright Eyes, Inc.. This resolution is effective upon adoption and is hereby adopted this 19th day of July 2005, by recorded vote of the Town Council of the Town of Pulaski, as follows: Bettye H. Steger -Absent Joel B. Burchett, Jr. -Aye John T. Bolen -Aye Jeffrey S. Worrell -Aye Lane R. Penn -Aye Daniel Talbert, Jr. -Absent Town of Pulaski, Virginia By: Charles L. Wa e, ayor ATTESTED: c. Patricia Cruise, Clerk of Council J • LEASE This lease agreement by and between Pam Whitesell and Bright Eyes, Inc. D/B/A Hope City Cafe (hereinafter referred to as Lessee) and the Town of Pulaski, Virginia (hereinafter referred to as Lessor) shall be binding on the parties, heirs, successors in interest and/or assigns as hereinafter set forth pertaining to the following described land and building: approximately 1,717 square feet in the Pulaski Business Plaza, Pulaski, Virginia (hereinafter referred to as the "Premises") all in accordance with the following terms: That for and in consideration of the mutual covenants hereinafter set forth and ten dollars cash ($10.00) in hand received and paid by Lessee to Lessor and hereby acknowledged, the Lessor does hereby lease the Premises unto the Lessee, and the Lessee agrees to lease the Premises from Lessor, for a term of three (3) years. 2. That Lessee shall pay unto Lessor the sum of Two Hundred Eighty-three Dollars ($283.00) per month for three (3) years. Said sum shall be due and payable to Lessor by Lessee in thirty-six (36) equal monthly payments each due the 1St day of the month beginning on the _ day of August, 2005, until the termination of the Leasehold period. However, the first year's rental shall be waived by the Lessor upon the sole condition that the Lessee pays rent and occupies the "Premises" for the full second and third year of the lease otherwise the full first, second and third years lease payment shall be owed by Lessee at the time of cessation of occupancy or default in • any payment by Lessee. 3. Lessee shall be allowed under this lease to use the leased premises for the purpose(s) of a coffee and sandwich shop and related activities. 4. The Lessee shall not suffer the premises or any erection or improvements thereon to become subject to any lien, charge, or encumbrance whatsoever, and shall indemnify the Lessors against all such liens, charges, and encumbrances resulting from any action or inaction on the part of Bright Eyes, Inc. and it being expressly agreed that the Lessee shall have no authority, express or implied, to create any lien, charge, or encumbrance upon the premises or the improvements thereon. The Lessee shall pay all insurance on the interior and contents of the leased Premises and keep in force business and general liability insurance to protect the Lessor from any liability or claim for injuries or property damage sustained as a result of the negligence of Lessee and its employees and agents, and provide satisfactory proof of same to Lessor. 6. The Lessee shall permit the Lessor or its agents at reasonable times to enter upon the premises to check the condition of the premises and building, upon reasonable advance notice from Lessor to Lessee. • • 7. The Lessee shall not make or suffer any use or occupancy of the premises contrary to any law, governmental regulation or ordinance now or hereafter in force. The Lessee shall not permit any hazardous waste, including, but not limited to petroleum products, to be stored, used, or places in or on the Premises. The Lessee shall not place any underground or above-ground storage tanks or containments on the Premises without Lessor's prior written consent. 8. The Lessee shall indemnify the Lessor against all costs and expenses, including counsel fees, lawfully and reasonably incurred in or about the premises, or in the defense of any action or proceeding, or in discharging the premises from any charge, lien, or encumbrance, or in obtaining possession after default of the Lessee or the termination of this Lease pursuant to default by Lessee. 9. In the event of a breach of this Lease by Lessee or Lessor same shall be submitted to binding arbitration by a qualified arbitrator to be agreed upon by the parties and if no agreement can be reached, then the arbitrator shall be selected by the Judge of the Circuit Court of Pulaski, Virginia. The decision of the arbitrator shall be final and non-appealable. 10. At the termination of this lease, the Lessee shall surrender the Premises to Lessor with all buildings, structures and/or improvements erected thereon and additions thereto and all Lessee's permanent fixtures affixed thereto during the said term are to be in good repair and condition, reasonable wear and tear excepted. • 11. The Lessor shall warrant and defend the Lessee in the enjoyment and quiet, peaceful possession of the Premises during the said term. 12. It is expressly agreed that if the rent shall be unpaid for thirty (30) days after becoming due and payable, whether formally demanded or not, of if any covenant of the Lessee's part shall not be performed or observed, then it shall be lawful for the Lessor after giving Lessee thirty (30) days notice, to re-enter upon the premises, and thereupon this lease shall terminate, but without prejudice to the right of action of the Lessors in respect of any of the Lessee's covenants. No waiver by the Lessor of any covenant shall be a waiver of any succeeding breach of the same or different covenant. 13. In case the whole or any part of the Premises is taken for any public use, the entire damages which maybe awarded for the Premises shall be paid to the Lessor and the Lessee shall receive all sums relating to or awarded for the improvements made by Lessee. In the event of such condemnation the rent reserved herein shall be reduced in proportion to the Premises taken in such percentage as the Premises taken bears to the Premises leased; provided, however, that if the remaining leased Premises is insufficient for its business purposes, in Lessee's sole discretion, Lessee shall have the option to terminate this Lease upon written notice given to Lessor within thirty (30) days of Lessor providing written notice to Lessee of the initiation of the • condemnation proceedings. Additionally, should the building be destroyed and not • subject to continued use or repair within three (3) months from the date of the damage by water, fire, or catastrophe then in such event this lease shall be cancelable by the Lessee upon written notice which shall be received within fifteen (15) days of knowledge by Lessee that the building is damaged to such an extent that it will not be useable for the purposes stated in this Lease within the time period set forth in this provision, or ninety (90) days from the date of the damage by water, fire or catastrophe, whichever is later. During the time that building is not useable for Lessee's business purposes, the rent herein shall abate. 14. It is agreed that the covenants, stipulations, and conditions herein contained shall inure to the benefit of and shall be binding upon the heirs, successors and assigns of the Lessor and heirs, executors, administrators, successors and assigns of the Lessee. 15. Lessor represents that as of the commencement of this Lease, and Lessee's assumption of the possession of the leased Premises on or about the Premises are in good condition and repair and fit for Lessee's business purposes and Lessee has inspected and accepted same. Lessee shall have the obligation and responsibility to otherwise maintain the interior of the Premises and those electrical, mechanical, plumbing, HVAC and other systems installed by Lessor or Lessee in the build out of the Premises, except for those obligations and responsibilities of the Lessor set forth herein above. 16. Assignment and/or subletting of this lease by Lessee shall be prohibited unless with • the express written consent of Lessor. 17. If any rent provided herein shall be due and remain unpaid for thirty (30) days or if Lessee fails to perform any of the provisions of this Lease Agreement, Lessor may cancel this Lease Agreement by giving Lessee thirty (30) days' notice in writing. After such period has expired, Lessor shall have the right to re-enter the Leased Premises and take possession thereof. Notwithstanding such re-entry or cancellation, the liability of the Lessee for rent due hereunder shall not be extinguished for the balance of the rental period, and Lessee shall make good to Lessor any deficiency arising from a re-entry and re-letting of the Subleased Premises at a reduced rental. 18. Lessee shall be strictly obligated to comply with all laws, statutes and ordinances of the Town of Pulaski and the Commonwealth of Virginia. 19. ENTIRE AGREEMENT. It is agreed between the parties hereto that this Agreement contains the entire understanding of the parties and that no other negotiations or verbal or written agreements exist, but that all such agreements are hereby merged into this document. No modification of this Agreement shall be allowed unless in writing and signed by the parties hereto. • • 20. FURTHER DOCUMENTS. Each party agrees to execute any and all documents, instruments, or further writings or documents which maybe necessary or appropriate to effectuate the terms of this Agreement. 21. SEVERABILITY. If a Court of competent jurisdiction at any time holds that a portion of this Agreement is invalid, the remainder shall not be affected thereby and shall continue in full force and effect. 22. VOLUNTARY EXECUTION. The parties acknowledge that they are entering into this agreement freely and voluntarily and that no coercion, force, pressure or undue influence has been used in the execution of this agreement, either by the other party hereto or by any other person or persons; that they have ascertained and weighted all facts and circumstances likely to influence their judgment herein; that they have sought or had the opportunity to seek and obtain legal advice independently of each other or have freely availed themselves of such opportunity or waived such opportunity; and that they clearly understand and assent to all provisions herein. All questions pertinent thereto, have been fully and satisfactorily explained to them; that the settlement embodied in this agreement are in all respects acceptable to them, and that accordingly they assent to all the provisions hereof. 23. INTERPRETATION. This agreement shall be interpreted in accordance with the laws of the State of Virginia. • In witness whereof, the parties have executed this lease on the day of 2005. John J. Hawley, Town Manager Town of Pulaski, Virginia Pam Whitesell, Bright Eyes, Inc. DB/A/ Hope City Cafe • COMMONWEALTH OF VIRGINIA COUNTY OF PULASKI, to-wit; The foregoing instrument was acknowledged before me this day of 2005 by John J. Hawley, a duly authorized agent of the Town of Pulaski, Virginia, acting in its name and on its behalf. Notary Public My commission expires: COMMONWEALTH OF VIRGINIA COUNTY OF PULASKI, to-wit; The foregoing instrument was acknowledged before me this day of 2005 by Pam Whitesell, a duly authorized agent of Bright Eyes, Inc., acting in its name and on its behalf. Notary Public My commission expires: •