Business Law Question

CaseIt’s 3 A.M., and Sally is Face-Timing you. Fortunately, you were up slugging away at your course work and tying up some loose ends for the project, so you didn’t mind the break. She instantly jumps in, saying, “Look! I found a whole bunch of stuff that we need to review. After receiving the Marketing study for that property in Boca Raton (PDF),
Sally asks if you could review the market study immediately because it looks like a hot property and will probably not be on the market for long.

Sally specifies that she has read the material and has a better idea of how to analyze our ROI. The luxury building is in a great location and seven years ago went through an extensive renovation. The current restaurant tenant operates 24 hours a day, seven days a week. Sally points out that it’s a free-standing building with a total of 7615 square feet, with 6,000 square feet having air conditioning. Also, there is a 1,615 square foot outdoor covered patio and deck for outside dining. The property can seat 259 combined inside and outside, 93 parking spaces and covered patio seating with a full bar and wine case set up.

There is even a dining room kitchen with hood, separate chef’s kitchen with hood, and Main Line kitchen with an on-demand hood. The hood is critical because it contains the fire suppressant equipment. Sally states that the three kitchen locations are an added benefit that will permit high-end customer special cratering for her inner circle dining parties on the dining room floor. Having the hoods already installed saves a lot of money and may avoid major inspections by the city. You inject that if the fire hoods are not functioning correctly, the startup costs could skyrocket and also delay our opening. We should add that issue to the list to discuss with the owner. Sally agrees and suggests we may want to determine the effect of the current tenant decides to holdover beyond the term. The broker was, after all, not too definite about the move out date. He only stated that the building was under lease by the restaurant tenant until July or August of this year.

Analyze the property options available to you and Sally in establishing the location and type of agreement that best fits your long-term goals. Sally received the transaction documentation from the Broker to facilitate a review of the offered terms and proposed agreements that the Broker would use to complete the deal.

Review and complete the following agreements using all of the facts available and your understanding of the three transactions presented in this case study.

You are required to complete:

1. Contract for Sale of Commercial Property.
2. Commercial Lease Agreement.
3. Triple Net (NNN) Lease Agreement.

Redraft clauses, fill in missing information, change terms, or add clauses to match the terms and conditions of your deal. Make a list of issues that you will discuss with the broker to argue more favorable terms in all the revisions you have made. You will need this list in the next Assignment.

To analyze the property options available, you request documentation from the broker to review the terms offered. The broker provides you with the following for information and general reference:

• Considerations for the Terms Needed in the Sale of a Commercial Property (DOCX)
• The Purchase and Sale Agreement (Clark Wilson) (Links to an external site) (Links to an external site.).This article should help you understand Contract paragraphs and types of revisions available.
• Digital Commons Contract Tips (PDF)

You are to complete the following documents and upload them.

• Contract of Sale of Commercial Property (DOCX).
• Commercial Lease Agreement (PDF).
• Triple Net (NNN) Lease (PDF).

She also points out that the market study specifies that the purchase price is $5,995, 000. Sally states that there is also an option to lease the building under a NNN lease arrangement at $35,000 monthly rent plus $4,200 in property taxes monthly. Sally, wonders out loud if there was a potential of incurring other charges.

PLEASE NOTE Info: Complete all documents using the facts from the Case Study (Make all changes using a contrasting blue font)

CONTRACT OF SALE OF COMMERCIAL PROPERTY
This Contract of Sale of Commercial Property (the “Agreement”) is made and effective [DATE],
BETWEEN:
[YOUR COMPANY NAME] (the “Seller”), a corporation organized and existing
under the laws of the [State/Province] of [STATE/PROVINCE], with its head
office located at:
[YOUR COMPLETE ADDRESS]
AND:
[PURCHASER NAME] (the “Purchaser”), an individual with his main address
located at OR a corporation organized and existing under the laws of the
[State/Province] of [STATE/PROVINCE], with its head office located at:
[COMPLETE ADDRESS]
RECITALS
In consideration of the covenants and agreements of the respective parties, as set forth below, Seller
agrees to sell and convey to Purchaser, and Purchaser agrees to purchase and take from Seller, the real
property situated in [CITY], [STATE], and particularly described as follows:
[SET FORTH LEGAL DESCRIPTION]
together with all improvements on the property and appurtenances to it, and the articles of equipment and
other personal property listed in Exhibit A, which is attached and incorporated by reference. The real and
personal property described above is referred to as property.
Transfer to Purchaser shall include all right, title, and interest of Seller in and to all streets, alleys, roads,
and avenues adjoining the real property, and shall further include any award for damaging or taking by
eminent domain by public or quasi-public authority, of the real property or any part of it.
1. PRICE
The purchase price for property is [AMOUNT], payable as follows:
[DESCRIBE TERMS].
2. TITLE; TENANCIES
worldwide.erau.edu
All rights are reserved. The material contained herein is the copyright property of Embry-Riddle
Aeronautical University, Daytona Beach, Florida, 32114. No part of this material may be
reproduced, stored in a retrieval system or transmitted in any form, electronic, mechanical,
photocopying, recording or otherwise without the prior written consent of the University.
A. Conveyance of title to property shall be by warranty deed with full covenants, executed by Seller
[IF APPROPRIATE, ADD: ACCOMPANIED BY A DULY CERTIFIED RESOLUTION OF THE
BOARD OF DIRECTORS OF SELLER, AUTHORIZING THE CONVEYANCE], to Purchaser or
Purchaser’s nominees. Title to be conveyed shall be good and marketable, subject only to
[SPECIFY ACCEPTABLE LIENS, ENCUMBRANCES, RESTRICTIONS, EASEMENTS AND
OTHER BURDENS].
B. Property is presently occupied by [NUMBER] tenants under month-to-month tenancies or leases,
as set forth in Exhibit B, which is attached and made a part of this agreement. Transfer of title and
possession to property shall be subject to those tenancies, but all right, title and interest of Seller
in property shall be transferred to Purchaser or its nominees at the time of conveyance of title.
C. Conveyance of title shall be made and sale closed within [NUMBER] days after the date of this
agreement. Title shall be evidenced by a standard form title insurance policy issued by [NAME
OF TITLE COMPANY], insuring title to property to be in Purchaser or its nominees, subject only
to the matters set forth in this agreement
3. ASSESSMENTS
If, at the time of transfer of title, property or any part of property is subject to an assessment or
assessments payable in installments, all such installments not due or delinquent at the time of transfer
shall nevertheless be deemed to be due and payable at such time and as liens on the real property
described above, and all such assessments shall be paid and discharged by Seller.
4. ESCROW; PRO-RATION
A. Escrow shall be opened with [NAME OF ESCROW COMPANY]. Such instructions as the escrow
company may require, not inconsistent with the provisions of this agreement, shall be signed and
filed by the parties.
B. The following items shall be prorated as of the close of escrow: rentals, real estate taxes due but
not delinquent, prepaid insurance premiums [ADD OTHER ITEMS, AS APPROPRIATE].
C. Escrow shall close when the escrow company is in a position to record all documents required
under this agreement, make all disbursements, and [ISSUE OR SECURE] a title insurance policy.
5. RISK OF LOSS; MAINTENANCE; TRANSFER OF POSSESSION
A. Risk of loss or damage by fire or other casualty to property or any part of property prior to close of
escrow shall be the risk of Seller. In the event of such loss or damage prior to closing, this
agreement shall not be affected but Seller shall assign to Purchaser all rights under any
insurance policy or policies applicable to the loss. If action is necessary to recover under any
casualty policy, Seller shall grant permission to bring the action in Seller’s name.
B. Improvements and personal property described above shall be maintained in their present
condition prior to the close of escrow by Seller, wear from normal and reasonable use and
deterioration excepted.
C. Possession of property, subject to the leases and tenancies referred to above, shall be
transferred at close of escrow.
6. COMMERCIAL ZONING
Seller warrants that property is zoned for commercial purposes and that all existing uses are lawful and
within such zoning. Purchaser plans the use of property for [DESCRIBE PURPOSES]. Purchaser intends
to apply for a [BUILDING PERMIT OR AS THE CASE MAY BE] for such additional use, and for
appropriate amendments to the existing zoning plan for the area in which property is located. Seller will
cooperate fully with Purchaser with respect to the contemplated plans. If Purchaser is unable to proceed
with the described project because of any adverse decision of [CITY], or any board, commission, or
officer of [CITY], Purchaser shall [STATE AGREED REMEDY, SUCH AS: REMIT [AMOUNT OF THE
PURCHASE PRICE BY CREDITING THAT AMOUNT ON THE PURCHASE-MONEY MORTGAGE TO
BE EXECUTED BY PURCHASER IN FAVOR OF SELLER].
7. BROKER’S COMMISSION
A commission of [AMOUNT] has become due from Seller to [NAME OF BROKER] by reason of the sale
provided for in this agreement. That amount shall be paid to broker at close of escrow directly, from cash
payable on close to Seller.
8. SURVEY
Within [NUMBER] days after the date of acceptance of this contract, the Seller will provide and deliver to
Buyer or Buyer’s Attorney, a new spotted certified survey having all corners staked and showing all
improvements upon the Property.
9. EXAMINATION OF TITLE AND TIME OF CLOSING
If the title evidence and survey as specified above disclose that Seller is vested with fee simple title to the
Property (subject only to the permitted exceptions set forth above acceptable to Buyer), this sale shall be
closed and Buyer shall perform the agreements made in this contract, at the office of Buyer’s Attorney, on
or before [NUMBER] days after acceptance of this contract. If title evidence or survey reveal any defect or
condition which is not acceptable to Buyer, the Buyer shall, within [NUMBER] days, notify the Seller of
such title defects and Seller agrees to use reasonable efforts to remedy such defects and shall have
[NUMBER] days to do so, in which case this sale shall be closed within [NUMBER] days after delivery of
acceptable evidence to Buyer and Buyer’s Attorney that such defects have been cured. Seller agrees to
pay for and clear all delinquent taxes, liens, and other encumbrances, unless the parties otherwise agree.
If Seller is unable to convey to Buyer a good and insurable title to the Property, the Buyer shall have the
right to demand all sums deposited by Buyer and held by or for the Seller. At the same time, Buyer shall
return to Seller all items, if any, received from Seller, whereupon all rights and liabilities of the parties to
this contract shall cease. However, the Buyer shall have the right to accept such title as Seller may be
able to convey and to close this sale upon the other terms as set forth in this contract.
10. DEFAULT BY BUYER
If Buyer fails to perform the agreements of this contract within the time set forth herein, Seller may retain,
as liquidated damages and not as a penalty, all of the initial deposit, it is being agreed that this is Seller’s
exclusive remedy.
11. DEFAULT BY SELLER
If Seller fails to perform any of the agreements of this contract, all deposits made by Buyer shall be
returned to Buyer on demand, or the Buyer may bring suit against Seller for damages resulting from the
breach of contract, or the Buyer may bring an action for specific performance. Buyer’s remedies are
cumulative and not exclusive of one another, and all other remedies shall be available in either law or
equity to Buyer for Seller’s breach hereof.
12. ATTORNEY FEES AND COSTS
If any litigation is instituted with respect to enforcement of the terms of this contract, the prevailing party
shall be entitled to recover all costs incurred, including, but not limited to, reasonable attorney’s fees and
court costs.
13. CONDITION OF THE PROPERTY
Seller agrees to deliver the Property to Buyer in its present condition, ordinary wear and tear excepted,
and further certifies and represents that Seller knows of no latent defect in the Property. All heating,
cooling, plumbing, electrical, sanitary systems, and appliances shall be in good working order at the time
of closing. Seller represents and warrants that the personal property conveyed with the premises shall be
the same property inspected by Buyer and that no substitutions will be made without the Buyer’s written
consent. Buyer may also inspect or cause to be inspected the foundation, roof supports, or structural
member of all improvements located upon the Property. If any such system, appliance, roof, foundation,
or structural member shall be found defective, Buyer shall notify Seller at or before closing and Seller
shall thereupon remedy the defect forthwith at its sole expense (in which case the time for closing shall be
reasonably extended as necessary). If the costs of such repairs shall exceed [%] of the total purchase
price, Seller may elect not to make such repairs and the Buyer may elect to take the Property in such
defective condition and deduct [%] from the purchase price or Buyer may, at his/her option, elect to
terminate this contract and receive the full refund of all deposits and other sums tendered hereunder. In
addition, Seller agrees to remove all debris from the Property by date of possession.
14. OCCUPANCY
Seller shall deliver possession to Buyer no later than the closing date unless otherwise stated herein.
Seller represents that there are no persons occupying the Property. Seller agrees to provide true and
accurate copies of all written leases to Buyer within [NUMBER] days after the date of acceptance of this
contract. Said leases are subject to Buyer’s approval. Seller shall provide such letters notifying tenants to
pay rent to the buyer after closing as Buyer may reasonably request. Seller warrants that any rent rolls
and other income and expense data provided to Buyer are complete and accurate, all of which must be
acceptable to Buyer.
15. NOTICES
Any notices required to be given herein shall be sent to the parties listed below at their respective
addresses either by personal delivery or by certified mail – return receipt requested. Such notice shall be
effective upon delivery or mailing.
16. BINDING EFFECT OF AGREEMENT
This agreement and the covenants and agreements of it shall bind and inure to the benefit of the parties,
and their respective heirs, personal representatives, successors and assigns. Unless the agreement
otherwise requires, the covenants of this agreement shall survive the transfer of title.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
[NUMBER] duplicate originals of the agreement have been signed.
SELLER
PURCHASER
Authorized Signature
Authorized Signature
Print Name and Title
Print Name and Title
EXHIBIT A
IMPROVEMENTS, APPURTENANCES AND EQUIPMENT
COMMERCIAL LEASE AGREEMENT
This Lease Agreement (the “Agreement”) is made and effective [DATE],
BETWEEN:
[YOUR COMPANY NAME] (the “Landlord”), a corporation organized and
existing under the laws of the [State/Province] of [STATE/PROVINCE], with its
head office located at:
[YOUR COMPLETE ADDRESS]
AND:
[TENANT NAME] (the “Tenant”), an individual with his main address located at
OR a corporation organized and existing under the laws of the [State/Province] of
[STATE/PROVINCE], with its head office located at:
[COMPLETE ADDRESS]
1. DESCRIPTION OF PREMISES
Landlord leases to Tenant the premises located at [ADDRESS], [CITY], [STATE], and described more
particularly as follows:
[INSERT LEGAL DESCRIPTION].
2. GRANT OF LEASE
Landlord, in consideration of the rents to be paid and the covenants and agreements to be performed and
observed by the Tenant, does hereby lease to the Tenant and the Tenant does hereby lease and take
from the Landlord the property described in Exhibit “A” attached hereto and by reference made a part
hereof (the “Leased Premises”), together with, as part of the parcel, all improvements located thereon.
3. LEASE TERM
a. Total Term of Lease: The term of this Lease shall begin on the commencement date, as
defined in Section b) of this Article 3, and shall terminate on [DATE].
b. Commencement Date: The “Commencement Date” shall mean the date on which the
Tenant shall commence to conduct business on the Leased Premised, so long as such date
is not in excess of [NUMBER] days subsequent to execution hereof.
4. EXTENSIONS
The parties hereto may elect to extend this Agreement upon such terms and conditions as may be agreed
upon in writing and signed by the parties at the time of any such extension.
Lease Agreement
Page 1 of 19
5. DETERMINATION OF RENT
The Tenant agrees to pay the Landlord and the Landlord agrees to accept, during the term hereof, at
such place as the Landlord shall from time to time direct by notice to the Tenant, rent at the following
rates and times:
a. Annual Rent: Annual rent for the term of the Lease shall be [AMOUNT], plus applicable sales
tax.
b. Payment of Yearly Rent: The annual rent shall be payable in advance in equal monthly
installments of one-twelfth (1/12th) of the total yearly rent, which shall be [AMOUNT], on the
first day of each and every calendar month during the term hereof, and pro-rata for the
fractional portion of any month, except that on the first day of the calendar month immediately
following the Commencement Date, the Tenant shall also pay to the Landlord rent at the said
rate for any portion of the preceding calendar month included in the term of this Lease.
c.
Reference to yearly rent hereunder shall not be implied or construed to the effect that this
Lease or the obligation to pay rent hereunder is from year to year, or for any term shorter
than the existing Lease term, plus any extensions as may be agreed upon.
d. A late fee in the amount of [AMOUNT] shall be assessed if payment is not postmarked or
received by Landlord on or before the tenth day of each month.
6. USE OF PROPERTY BY TENANT
The Leased Premises may be occupied and used by Tenant exclusively as a [DESCRIBE], to be known
as a [DESCRIBE].
Nothing herein shall give Tenant the right to use the property for any other purpose or to sublease,
assign, or license the use of the property to any Sub-Tenant, assignee, or licensee, which or who shall
use the property for any other use.
7. RESTRICTIONS ON USE
Tenant shall not use the demised premises in any manner that will increase risks covered by insurance
on the demised premises and result in an increase in the rate of insurance or a cancellation of any
insurance policy, even if such use may be in furtherance of Tenant’s business purposes.
Tenant shall not keep, use, or sell anything prohibited by any policy of fire insurance covering the
demised premises, and shall comply with all requirements of the insurers applicable to the demised
premises necessary to keep in force the fire and liability insurance.
8. WASTE, NUISANCE, OR UNLAWFUL ACTIVITY
Tenant shall not allow any waste or nuisance on the demised premises, or use or allow the demised
premises to be used for any unlawful purpose.
9. DELAY IN DELIVERING POSSESSION
This lease agreement shall not be rendered void or voidable by the inability of Landlord to deliver
possession to Tenant on the date set forth in Section 3. Landlord shall not be liable to Tenant for any loss
or damage suffered by reason of such a delay; provided, however, that Landlord does deliver possession
Lease Agreement
Page 2 of 19
no later than [DATE]. In the event of a delay in delivering possession, the rent for the period of such delay
will be deducted from the total rent due under this lease agreement. No extension of this lease agreement
shall result from a delay in delivering possession.
10. SECURITY DEPOSIT
The Tenant has deposited with the Landlord the sum of [AMOUNT] as security for the full and faithful
performance by the Tenant of all the terms of this lease required to be performed by the Tenant. Such
sum shall be returned to the Tenant after the expiration of this lease, provided the Tenant has fully and
faithfully carried out all of its terms. In the event of a bona fide sale of the property of which the leased
premises are a part, the Landlord shall have the right to transfer the security to the purchaser to be held
under the terms of this lease, and the Landlord shall be released from all liability for the return of such
security to the Tenant.
11. TAXES
a. Property Taxes: The Tenant shall be liable for all taxes levied against any leasehold interest
of the Tenant or personal property and trade fixtures owned or placed by the Tenant in the
Leased Premises.
b. Real Estate Taxes: During the continuance of this lease Landlord shall deliver to Tenant a
copy of any real estate taxes and assessments against the Leased Property. From and after
the Commencement Date, the Tenant shall pay to Landlord not later than [NUMBER] days
after the day on which the same may become initially due, all real estate taxes and
assessments applicable to the Leased Premises, together with any interest and penalties
lawfully imposed thereon as a result of Tenant’s late payment thereof, which shall be levied
upon the Leased Premises during the term of this Lease.
c. Contest of Taxes: The Tenant, at its own cost and expense, may, if it shall in good faith so
desire, contest by appropriate proceedings the amount of any personal or real property tax.
The Tenant may, if it shall so desire, endeavor at any time or times, by appropriate
proceedings, to obtain a reduction in the assessed valuation of the Leased Premises for tax
purposes. In any such event, if the Landlord agrees, at the request of the Tenant, to join with
the Tenant at Tenant’s expense in said proceedings and the Landlord agrees to sign and
deliver such papers and instruments as may be necessary to prosecute such proceedings,
the Tenant shall have the right to contest the amount of any such tax and the Tenant shall
have the right to withhold payment of any such tax, if the statute under which the Tenant is
contesting such tax so permits.
d. Payment of Ordinary Assessments: The Tenant shall pay all assessments, ordinary and
extraordinary, attributable to or against the Leased Premises not later than [NUMBER] days
after the day on which the same became initially due. The Tenant may take the benefit of any
law allowing assessments to be paid in installments and in such event the Tenant shall only
be liable for such installments of assessments due during the term hereof.
e. Changes in Method of Taxation: Landlord and Tenant further agree that if at any time
during the term of this Lease, the present method of taxation or assessment of real estate
shall be changed so that the whole or any part of the real estate taxes, assessment or
governmental impositions now levied, assessed or imposed on the Leased Premises shall, in
lieu thereof, be assessed, levied, or imposed wholly or in part, as a capital levy or otherwise
upon the rents reserved herein or any part thereof, or as a tax, corporation franchise tax,
assessment, levy or charge, or any part thereof, measured by or based, in whole or in part,
upon the Leased Premises or on the rents derived therefrom and imposed upon the Landlord,
then the Tenant shall pay all such taxes, assessments, levies, impositions, or charges.
Lease Agreement
Page 3 of 19
Nothing contained in this Lease shall require the Tenant to pay an estate, inheritance,
succession, capital levy, corporate franchise, gross receipts, transfer or income tax of the
Landlord, nor shall any of the same be deemed real estate taxes as defined herein unless the
same be imposed in lieu of the real estate taxes.
12. IMPROVEMENTS BY TENANTS
Tenant may have prepared plans and specifications for the construction of improvements, and, if so, such
plans and specifications are attached hereto as Exhibit “B” and incorporated herein by reference. Tenant
shall obtain all certificates, permits, licenses and other authorizations of governmental bodies or
authorities which are necessary to permit the construction of the improvements on the demised premises
and shall keep the same in full force and effect at Tenant’s cost.
Tenant shall negotiate, let and supervise all contracts for the furnishing of services, labor, and materials
for the construction of the improvements on the demised premises at its cost. All such contracts shall
require the contracting party to guarantee performance and all workmanship and materials installed by it
for a period of one year following the date of completion of construction. Tenant shall cause all contracts
to be fully and completely performed in a good and workmanlike manner, all to the effect that the
improvements shall be fully and completely constructed and installed in accordance with good
engineering and construction practice.
During the course of construction, Tenant shall, at its cost, keep in full force and effect a policy of builder’s
risk and liability insurance in a sum equal, from time to time, to three times the amount expended for
construction of the improvements. All risk of loss or damage to the improvements during the course of
construction shall be on Tenant with the proceeds from insurance thereon payable to Landlord.
Upon completion of construction, Tenant shall, at its cost, obtain an occupancy permit and all other
permits or licenses necessary for the occupancy of the improvements and the operation of the same as
set out herein and shall keep the same in force.
Nothing herein shall alter the intent of the parties that Tenant shall be fully and completely responsible for
all aspects pertaining to the construction of the improvements of the demised premises and for the
payment of all costs associated therewith. Landlord shall be under no duty to investigate or verify
Tenant’s compliance with the provision herein. Moreover, neither Tenant nor any third party may construe
the permission granted Tenant hereunder to create any responsibility on the part of the Landlord to pay
for any improvements, alterations or repairs occasioned by the Tenant. The Tenant shall keep the
property free and clear of all liens and, should the Tenant fail to do so, or to have any liens removed from
the property within [NUMBER] days of notification to do so by the Landlord, in addition to all other
remedies available to the Landlord, the Tenant shall indemnify and hold the Landlord harmless for all
costs and expenses, including attorney’s fees, occasioned by the Landlord in having said lien removed
from the property; and, such costs and expenses shall be billed to the Tenant monthly and shall be
payable by the Tenant with that month’s regular monthly rental as additional reimbursable expenses to
the Landlord by the Tenant.
13. UTILITIES
Tenant shall pay for all water, sanitation, sewer, electricity, light, heat, gas, power, fuel, janitorial, and
other services incident to Tenant’s use of the Leased Premises, whether or not the cost thereof be a
charge or imposition against the Leased Premises.
Lease Agreement
Page 4 of 19
14. OBLIGATIONS FOR REPAIRS
a. Landlord’s Repairs: Subject to any provisions herein to the contrary, and except for
maintenance or replacement necessitated as the result of the act or omission of subtenants,
licensees or contractors, the Landlord shall be required to repair only defects, deficiencies,
deviations or failures of materials or workmanship in the building. The Landlord shall keep the
Leased Premises free of such defects, deficiencies, deviations or failures during the first
[NUMBER] months of the term hereof.
b. Tenant’s Repairs: The Tenant shall repair and maintain the Leased Premises in good order
and condition, except for reasonable wear and tear, the repairs required of Landlord pursuant
hereto, and maintenance or replacement necessitated as the result of the act or omission or
negligence of the Landlord, its employees, agents, or contractors.
c. Requirements of the Law: The Tenant agrees that if any federal, state or municipal
government or any department or division thereof shall condemn the Leased Premises or any
part thereof as not in conformity with the laws and regulations relating to the construction
thereof as of the commencement date with respect to conditions latent or otherwise which
existed on the Commencement Date, or, with respect to items which are the Landlord’s duty
to repair pursuant to Section a) and c) of this Article; and such federal, state or municipal
government or any other department or division thereof, has ordered or required, or shall
hereafter order or require, any alterations or repairs thereof or installations and repairs as
may be necessary to comply with such laws, orders or requirements (the validity of which the
Tenant shall be entitled to contest); and if by reason of such laws, orders or the work done by
the Landlord in connection therewith, the Tenant is deprived of the use of the Leased
Premises, the rent shall be abated or adjusted, as the case may be, in proportion to that time
during which, and to that portion of the Leased Premises of which, the Tenant shall be
deprived as a result thereof, and the Landlord shall be obligated to make such repairs,
alterations or modifications at Landlord’s expense. All such rebuilding, altering, installing and
repairing shall be done in accordance with Plans and Specifications approved by the Tenant,
which approval shall not be unreasonably withheld. If, however, such condemnation, law,
order or requirement, as in this Article set forth, shall be with respect to an item which shall
be the Tenant’s obligation to repair pursuant to Section b) of this Article 9 or with respect to
Tenant’s own costs and expenses, no abatement or adjustment of rent shall be granted;
provided, however, that Tenant shall also be entitled to contest the validity thereof.
d. Tenant’s Alterations: The Tenant shall have the right, at its sole expense, from time to time,
to redecorate the Leased Premises and to make such non-structural alterations and changes
in such parts thereof as the Tenant shall deem expedient or necessary for its purposes;
provided, however, that such alterations and changes shall neither impair the structural
soundness nor diminish the value of the Leased Premises. The Tenant may make structural
alterations and additions to the Leased Premises provided that Tenant has first obtained the
consent thereto of the Landlord in writing. The Landlord agrees that it shall not withhold such
consent unreasonably. The Landlord shall execute and deliver upon the request of the
Tenant such instrument or instruments embodying the approval of the Landlord which may be
required by the public or quasi public authority for the purpose of obtaining any licenses or
permits for the making of such alterations, changes and/or installations in, to or upon the
Leased Premises and the Tenant agrees to pay for such licenses or permits.
e. Permits and Expenses: Each party agrees that it will procure all necessary permits for
making any repairs, alterations, or other improvements for installations, when applicable.
Each Party hereto shall give written notice to the other party of any repairs required of the
other pursuant to the provisions of this Article and the party responsible for said repairs
agrees promptly to commence such repairs and to prosecute the same to completion
diligently, subject, however, to the delays occasioned by events beyond the control of such
party.
Lease Agreement
Page 5 of 19
Each party agrees to pay promptly when due the entire cost of any work done by it upon the Leased
Premises so that the Leased Premises at all times shall be free of liens for labor and materials. Each
party further agrees to hold harmless and indemnify the other party from and against any and all injury,
loss, claims or damage to any person or property occasioned by or arising out of the doing of any such
work by such party or its employees, agents or contractors. Each party further agrees that in doing such
work that it will employ materials of good quality and comply with all governmental requirements, and
perform such work in a good and workmanlike manner.
15. TENANT’S COVENANTS
Tenant covenants and agrees as follows:
a. To procure any licenses and permits required for any use made of the Leased Premises by
Tenant, and upon the expiration or termination of this Lease, to remove its goods and effects
and those of all persons claiming under it, and to yield up peaceably to Landlord the Leased
Premises in good order, repair and condition in all respects; excepting only damage by fire
and casualty covered by Tenant’s insurance coverage, structural repairs (unless Tenant is
obligated to make such repairs hereunder) and reasonable wear and tear;
b. To permit Landlord and its agents to examine the Leased Premises at reasonable times and
to show the Leased Premises to prospective purchasers of the Building and to provide
Landlord, if not already available, with a set of keys for the purpose of said examination,
provided that Landlord shall not thereby unreasonably interfere with the conduct of Tenant’s
business;
c.
To permit Landlord to enter the Leased Premises to inspect such repairs, improvements,
alterations or additions thereto as may be required under the provisions of this Lease. If, as a
result of such repairs, improvements, alterations, or additions, Tenant is deprived of the use
of the Leased Premises, the rent shall be abated or adjusted, as the case may be, in
proportion to that time during which, and to that portion of the Leased Premises of which,
Tenant shall be deprived as a result thereof.
16. INDEMNITY BY TENANT
The Tenant shall save Landlord harmless and indemnify Landlord from all injury, loss, claims or damage
to any person or property while on the Leased Premises, unless caused by the willful acts or omissions or
gross negligence of Landlord, its employees, agents, licensees or contractors. Tenant shall maintain, with
respect to the Leased Premises, public liability insurance with limits of not less than [AMOUNT] for injury
or death from one accident and [AMOUNT] property damage insurance, insuring Landlord and Tenant
against injury to persons or damage to property on or about the Leased Premises. A copy of the policy or
a certificate of insurance shall be delivered to Landlord on or before the commencement date and no
such policy shall be cancelable without [NUMBER] days prior written notice to Landlord.
17. SIGNAGE
a. Exterior Signs: Tenant shall have the right, at its sole risk and expense and in conformity
with applicable laws and ordinances, to erect and thereafter, to repair or replace, if it shall so
elect signs on any portion of the Leased Premises, providing that Tenant shall remove any
such signs upon termination of this lease, and repair all damage occasioned thereby to the
Leased Premises.
Lease Agreement
Page 6 of 19
b. Interior Signs: Tenant shall have the right, at its sole risk and expense and in conformity
with applicable laws and ordinances, to erect, maintain, place and install its usual and
customary signs and fixtures in the interior of the Leased Premises.
18. INSURANCE
a. Insurance Proceeds: In the event of any damage to or destruction of the Leased Premises,
Tenant shall adjust the loss and settle all claims with the insurance companies issuing such
policies. The parties hereto do irrevocably assign the proceeds from such insurance policies
for the purposes hereinafter stated to any institutional first mortgagee or to Landlord and
Tenant jointly, if no institutional first mortgagee then holds an interest in the Leased
Premises. All proceeds of said insurance shall be paid into a trust fund under the control of
any institutional first mortgagee, or of Landlord and Tenant if no institutional first mortgagee
then holds an interest in the Leased Premises, for repair, restoration, rebuilding or
replacement, or any combination thereof, of the Leased Premises or of the improvements in
the Leased Premises. In case of such damage or destruction, Landlord shall be entitled to
make withdrawals from such trust fund, from time to time, upon presentation of:
i. bills for labor and materials expended in repair, restoration, rebuilding or
replacement, or any combination thereof;
ii. Landlord’s sworn statement that such labor and materials for which payment is being
made have been furnished or delivered on site; and
iii.
the certificate of a supervising architect (selected by Landlord and Tenant and
approved by an institutional first mortgagee, if any, whose fees will be paid out of said
insurance proceeds) certifying that the work being paid for has been completed in
accordance with the Plans and Specifications previously approved by Landlord,
Tenant and any institutional first mortgagee in a first class, good and workmanlike
manner and in accordance with all pertinent governmental requirements.
Any insurance proceeds in excess of such proceeds as shall be necessary for such repair,
restoration, rebuilding, replacement or any combination thereof shall be the sole property of
Landlord subject to any rights therein of Landlord’s mortgagee, and if the proceeds necessary
for such repair, restoration, rebuilding or replacement, or any combination thereof shall be
inadequate to pay the cost thereof, Tenant shall suffer the deficiency.
b. Subrogation: Landlord and Tenant hereby release each other, to the extent of the insurance
coverage provided hereunder, from any and all liability or responsibility (to the other or
anyone claiming through or under the other by way of subrogation or otherwise) for any loss
to or damage of property covered by the fire and extended coverage insurance policies
insuring the Leased Premises and any of Tenant’s property, even if such loss or damage
shall have been caused by the fault or negligence of the other party.
c. Contribution: Tenant shall reimburse Landlord for all insurance premiums connected with or
applicable to the Leased Premises for whatever insurance policy the Landlord, at its sole and
exclusive option, should select.
19. DAMAGE TO DEMISED PREMISES
a. Abatement or Adjustment of Rent: If the whole or any part of the Leased Premises shall be
damaged or destroyed by fire or other casualty after the execution of this Lease and before
the termination hereof, then in every case the rent reserved in Article IV herein and other
charges, if any, shall be abated or adjusted, as the case may be, in proportion to that portion
Lease Agreement
Page 7 of 19
of the Leased Premises of which Tenant shall be deprived on account of such damage or
destruction and the work of repair, restoration, rebuilding, or replacement or any combination
thereof, of the improvements so damaged or destroyed, shall in no way be construed by any
person to effect any reduction of sums or proceeds payable under any rent insurance policy.
b. Repairs and Restoration: Landlord agrees that in the event of the damage or destruction of
the Leased Premises, Landlord forthwith shall proceed to repair, restore, replace or rebuild
the Leased Premises (excluding Tenant’s leasehold improvements), to substantially the
condition in which the same were immediately prior to such damage or destruction. The
Landlord thereafter shall diligently prosecute said work to completion without delay or
interruption except for events beyond the reasonable control of Landlord. Notwithstanding the
foregoing, if Landlord does not either obtain a building permit within [NUMBER] days of the
date of such damage or destruction, or complete such repairs, rebuilding or restoration within
[NUMBER] months of such damage or destruction, then Tenant may at any time thereafter
cancel and terminate this Lease by sending [NUMBER] days written notice thereof to
Landlord, or, in the alternative, Tenant may, during said [NUMBER] day period, apply for the
same and Landlord shall cooperate with Tenant in Tenant’s application. Notwithstanding the
foregoing, if such damage or destruction shall occur during the last year of the term of this
Lease, or during any renewal term, and shall amount to [%] or more of the replacement cost,
(exclusive of the land and foundations), this Lease, may be terminated at the election of
either Landlord or Tenant, provided that notice of such election shall be sent by the party so
electing to the other within [NUMBER] days after the occurrence of such damage or
destruction. Upon termination, as aforesaid, by either party hereto, this Lease and the term
thereof shall cease and come to an end, any unearned rent or other charges paid in advance
by Tenant shall be refunded to Tenant, and the parties shall be released hereunder, each to
the other, from all liability and obligations hereunder thereafter arising.
20. CONDEMNATION
a. Total Taking: If, after the execution of this Lease and prior to the expiration of the term
hereof, the whole of the Leased Premises shall be taken under power of eminent domain by
any public or private authority, or conveyed by Landlord to said authority in lieu of such
taking, then this Lease and the term hereof shall cease and terminate as of the date when
possession of the Leased Premises shall be taken by the taking authority and any unearned
rent or other charges, if any, paid in advance, shall be refunded to Tenant.
b. Partial Taking: If, after the execution of this Lease and prior to the expiration of the term
hereof, any public or private authority shall, under the power of eminent domain, take, or
Landlord shall convey to said authority in lieu of such taking, property which results in a
reduction by [%] or more of the area in the Leased Premises, or of a portion of the Leased
Premises that substantially interrupts or substantially obstructs the conducting of business on
the Leased Premises; then Tenant may, at its election, terminate this Lease by giving
Landlord notice of the exercise of Tenant’s election within [NUMBER] days after Tenant shall
receive notice of such taking. In the event of termination by Tenant of this Lease and the term
hereof shall cease and terminate as of the date when possession shall be taken by the
appropriate authority of that portion of the Entire Property that results in one of the above
takings, and any unearned rent or other charges, if any, paid in advance by Tenant shall be
refunded to Tenant.
c. Restoration: In the event of a taking in respect of which Tenant shall not have the right to
elect to terminate this Lease or, having such right, shall not elect to terminate this Lease, this
Lease and the term thereof shall continue in full force and effect and Landlord, at Landlord’s
sole cost and expense, forthwith shall restore the remaining portions of the Leased Premises,
including any and all improvements made theretofore to an architectural whole in
substantially the same condition that the same were in prior to such taking. A just proportion
Lease Agreement
Page 8 of 19
of the rent reserved herein and any other charges payable by Tenant hereunder, according to
the nature and extent of the injury to the Leased Premises and to Tenant’s business, shall be
suspended or abated until the completion of such restoration and thereafter the rent and any
other charges shall be reduced in proportion to the square footage of the Leased Premises
remaining after such taking.
d. The Award: All compensation awarded for any taking, whether for the whole or a portion of
the Leased Premises, shall be the sole property of the Landlord whether such compensation
shall be awarded for diminution in the value of, or loss of, the leasehold or for diminution in
the value of, or loss of, the fee in the Leased Premises, or otherwise. The Tenant hereby
assigns to Landlord all of Tenant’s right and title to and interest in any and all such
compensation. However, the Landlord shall not be entitled to and Tenant shall have the sole
right to make its independent claim for and retain any portion of any award made by the
appropriating authority directly to Tenant for loss of business, or damage to or depreciation
of, and cost of removal of fixtures, personality and improvements installed in the Leased
Premises by, or at the expense of Tenant, and to any other award made by the appropriating
authority directly to Tenant.
e. Release: In the event of any termination of this Lease as the result of the provisions of this
Article 20, the parties, effective as of such termination, shall be released, each to the other,
from all liability and obligations thereafter arising under this lease.
21. LANDLORD’S REMEDIES
In the event that:
a. Tenant shall on three or more occasions be in default in the payment of rent or other charges
herein required to be paid by Tenant (default herein being defined as payment received by
Landlord ten or more days subsequent to the due date), regardless of whether or not such
default has occurred on consecutive or non-consecutive months; or
b. Tenant has caused a lien to be filed against the Landlord’s property and said lien is not
removed within [NUMBER] days of recordation thereof; or
c.
Tenant shall default in the observance or performance of any of the covenants and
agreements required to be performed and observed by Tenant hereunder for a period of
[NUMBER] days after notice to Tenant in writing of such default (or if such default shall
reasonably take more than [NUMBER] days to cure, Tenant shall not have commenced the
same within the [NUMBER] days and diligently prosecuted the same to completion); or
d. [NUMBER] days have elapsed after the commencement of any proceeding by or against
Tenant, whether by the filing of a petition or otherwise, seeking any reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar relief under the
present or future Federal Bankruptcy Act or any other present or future applicable federal,
state or other statute or law, whereby such proceeding shall not have been dismissed
(provided, however, that the non-dismissal of any such proceeding shall not be a default
hereunder so long as all of Tenant’s covenants and obligations hereunder are being
performed by or on behalf of Tenant); then Landlord shall be entitled to its election (unless
Tenant shall cure such default prior to such election), to exercise concurrently or
successively, any one or more of the following rights:
i. Terminate this Lease by giving Tenant notice of termination, in which event this Lease
shall expire and terminate on the date specified in such notice of termination, with the
same force and effect as though the date so specified were the date herein originally
fixed as the termination date of the term of this Lease, and all rights of Tenant under
this Lease and in and to the Premises shall expire and terminate, and Tenant shall
Lease Agreement
Page 9 of 19
remain liable for all obligations under this Lease arising up to the date of such
termination, and Tenant shall surrender the Premises to Landlord on the date specified
in such notice; or
ii. Terminate this Lease as provided herein and recover from Tenant all damages
Landlord may incur by reason of Tenant’s default, including, without limitation, a sum
which, at the date of such termination, represents the then value of the excess, if any,
of (a) the Minimum Rent, Percentage Rent, Taxes and all other sums which would have
been payable hereunder by Tenant for the period commencing with the day following
the date of such termination and ending with the date herein before set for the
expiration of the full term hereby granted, over (b) the aggregate reasonable rental
value of the Premises for the same period, all of which excess sum shall be deemed
immediately due and payable; or
iii.
Without terminating this Lease, declare immediately due and payable all
Minimum Rent, Taxes, and other rents and amounts due and coming due under this
Lease for the entire remaining term hereof, together with all other amounts previously
due, at once; provided, however, that such payment shall not be deemed a penalty or
liquidated damages but shall merely constitute payment in advance of rent for the
remainder of said term. Upon making such payment, Tenant shall be entitled to receive
from Landlord all rents received by Landlord from other assignees, tenants, and
subtenants on account of said Premises during the term of this Lease, provided that the
monies to which tenant shall so become entitled shall in no event exceed the entire
amount actually paid by Tenant to Landlord pursuant to the preceding sentence less all
costs, expenses and attorney’s fees of Landlord incurred in connection with the
reletting of the Premises; or
iv.
Without terminating this Lease, and with or without notice to Tenant, Landlord
may in its own name but as agent for Tenant enter into and upon and take possession
of the Premises or any part thereof, and, at landlord’s option, remove persons and
property there from, and such property, if any, may be removed and stored in a
warehouse or elsewhere at the cost of, and for the account of Tenant, all without being
deemed guilty of trespass or becoming liable for any loss or damage which may be
occasioned thereby, and Landlord may rent the Premises or any portion thereof as the
agent of Tenant with or without advertisement, and by private negotiations and for any
term upon such terms and conditions as Landlord may deem necessary or desirable in
order to relet the Premises. Landlord shall in no way be responsible or liable for any
rental concessions or any failure to rent the Premises or any part thereof, or for any
failure to collect any rent due upon such reletting. Upon such reletting, all rentals
received by Landlord from such reletting shall be applied: first, to the payment of any
indebtedness (other than any rent due hereunder) from Tenant to Landlord; second, to
the payment of any costs and expenses of such reletting, including, without limitation,
brokerage fees and attorney’s fees and costs of alterations and repairs; third, to the
payment of rent and other charges then due and unpaid hereunder; and the residue, if
any shall be held by Landlord to the extent of and for application in payment of future
rent as the same may become due and payable hereunder. In reletting the Premises as
aforesaid, Landlord may grant rent concessions and Tenant shall not be credited
therefore. If such rentals received from such reletting shall at any time or from time to
time be less than sufficient to pay to Landlord the entire sums then due from Tenant
hereunder, Tenant shall pay any such deficiency to Landlord. Such deficiency shall, at
Landlord’s option, be calculated and paid monthly. No such reletting shall be construed
as an election by Landlord to terminate this Lease unless a written notice of such
election has been given to Tenant by Landlord. Notwithstanding any such reletting
without termination, Landlord may at any time thereafter elect to terminate this Lease
for any such previous default provided same has not been cured; or
Lease Agreement
Page 10 of 19
v. Without liability to Tenant or any other party and without constituting a constructive or
actual eviction, suspend or discontinue furnishing or rendering to Tenant any property,
material, labor, Utilities or other service, whether Landlord is obligated to furnish or
render the same, so long as Tenant is in default under this Lease; or
vi.
Allow the Premises to remain unoccupied and collect rent from Tenant as it
comes due; or
vii.
Foreclose the security interest described herein, including the immediate taking
of possession of all property on or in the Premises; or
viii.
Pursue such other remedies as are available at law or equity.
e. Landlord’s pursuit of any remedy of remedies, including without limitation, any one or more of
the remedies stated herein shall not (1) constitute an election of remedies or preclude pursuit
of any other remedy or remedies provided in this Lease or any other remedy or remedies
provided by law or in equity, separately or concurrently or in any combination, or (2) sever as
the basis for any claim of constructive eviction, or allow Tenant to withhold any payments
under this Lease.
22. LANDLORD’S SELF HELP
If in the performance or observance of any agreement or condition in this Lease contained on its part to
be performed or observed and shall not cure such default within [NUMBER] days after notice from
Landlord specifying the default (or if such default shall reasonably take more than [NUMBER] days to
cure, shall diligently prosecuted the same to completion), Landlord may, at its option, without waiving any
claim for damages for breach of agreement, at any time thereafter cure such default for the account of
Tenant, and any amount paid or contractual liability incurred by Landlord in so doing shall be deemed
paid or incurred for the account of Tenant and Tenant agrees to reimburse Landlord therefore and save
Landlord harmless there from. Provided, however, that Landlord may cure any such default as aforesaid
prior to the expiration of said waiting period, without notice to Tenant if any emergency situation exists, or
after notice to Tenant, if the curing of such default prior to the expiration of said waiting period is
reasonably necessary to protect the Leased Premises or Landlord’s interest therein, or to prevent injury or
damage to persons or property. If Tenant shall fail to reimburse Landlord upon demand for any amount
paid for the account of Tenant hereunder, said amount shall be added to and become due as a part of the
next payment of rent due and shall for all purposes be deemed and treated as rent hereunder.
23. TENANT’S SELF HELP
If Landlord shall default in the performance or observance of any agreement or condition in this Lease
contained on its part to be performed or observed, and if Landlord shall not cure such default within
[NUMBER] days after notice from Tenant specifying the default (or, if such default shall reasonably take
more than [NUMBER] days to cure, and Landlord shall not have commenced the same within [NUMBER]
days and diligently prosecuted the same to completion), Tenant may, at its option, without waiving any
claim for damages for breach of agreement, at any time thereafter cure such default for the account of
Landlord and any amount paid or any contractual liability incurred by Tenant in so doing shall be deemed
paid or incurred for the account of Landlord and Landlord shall reimburse Tenant therefore and save
Tenant harmless there from. Provided, however, that Tenant may cure any such default as aforesaid prior
to the expiration of said waiting period, without notice to Landlord if an emergency situation exists, or after
notice to Landlord, if the curing of such default prior to the expiration of said waiting period is reasonably
necessary to protect the Leased Premises or Tenant’s interest therein or to prevent injury or damage to
persons or property. If Landlord shall fail to reimburse Tenant upon demand for any amount paid or
liability incurred for the account of Landlord hereunder, said amount or liability may be deducted by
Tenant from the next or any succeeding payments of rent due hereunder; provided, however, that should
said amount or the liability therefore be disputed by Landlord, Landlord may contest its liability or the
Lease Agreement
Page 11 of 19
amount thereof, through arbitration or through a declaratory judgment action and Landlord shall bear the
cost of the filing fees therefore.
24. TITLE
a. Subordination: Tenant shall, upon the request of Landlord in writing, subordinate this Lease
to the lien of any present or future institutional mortgage upon the Leased Premises
irrespective of the time of execution or the time of recording of any such mortgage. Provided,
however, that as a condition to such subordination, the holder of any such mortgage shall
enter first into a written agreement with Tenant in form suitable for recording to the effect that:
i. in the event of foreclosure or other action taken under the mortgage by the holder
thereof, this Lease and the rights of Tenant hereunder shall not be disturbed but shall
continue in full force and effect so long as Tenant shall not be in default hereunder
ii. such holder shall permit insurance proceeds and condemnation proceeds to be used
for any restoration and repair required by the provisions of this Agreement,
respectively. Tenant agrees that if the mortgagee or any person claiming under the
mortgagee shall succeed to the interest of Landlord in this Lease, Tenant will
recognize said mortgagee or person as its Landlord under the terms of this Lease,
provided that said mortgagee or person for the period during which said mortgagee
or person respectively shall be in possession of the Leased Premises and thereafter
their respective successors in interest shall assume all of the obligations of Landlord
hereunder. The word “mortgage”, as used herein includes mortgages, deeds of trust
or other similar instruments, and modifications, and extensions thereof. The term
“institutional mortgage” as used in this Article 24 means a mortgage securing a loan
from a bank or trust company, insurance company or pension trust or any other
lender institutional in nature and constituting a lien upon the Leased Premises.
b. Quiet Enjoyment: Landlord covenants and agrees that upon Tenant paying the rent and
observing and performing all of the terms, covenants and conditions on Tenant’s part to be
observed and performed hereunder, that Tenant may peaceably and quietly have, hold,
occupy and enjoy the Leased Premises in accordance with the terms of this Lease without
hindrance or molestation from Landlord or any persons lawfully claiming through Landlord.
c. Zoning and Good Title: Landlord warrants and represents, upon which warranty and
representation Tenant has relied in the execution of this Lease, that Landlord is the owner of
the Leased Premises, in fee simple absolute, free and clear of all encumbrances, except for
the easements, covenants and restrictions of record as of the date of this Lease. Such
exceptions shall not impede or interfere with the quiet use and enjoyment of the Leased
Premises by Tenant. Landlord further warrants and covenants that this Lease is and shall be
a first lien on the Leased Premises, subject only to any Mortgage to which this Lease is
subordinate or may become subordinate pursuant to an agreement executed by Tenant, and
to such encumbrances as shall be caused by the acts or omissions of Tenant; that Landlord
has full right and lawful authority to execute this Lease for the term, in the manner, and upon
the conditions and provisions herein contained; that there is no legal impediment to the use of
the Leased Premises as set out herein; that the Leased Premises are not subject to any
easements, restrictions, zoning ordinances or similar governmental regulations which prevent
their use as set out herein; that the Leased Premises presently are zoned for the use
contemplated herein and throughout the term of this lease may continue to be so used
therefore by virtue of said zoning, under the doctrine of “non-conforming use”, or valid and
binding decision of appropriate authority, except, however, that said representation and
warranty by Landlord shall not be applicable in the event that Tenant’s act or omission shall
invalidate the application of said zoning, the doctrine of “non-conforming use” or the valid and
binding decision of the appropriate authority. Landlord shall furnish without expense to
Lease Agreement
Page 12 of 19
Tenant, within [NUMBER] days after written request therefore by Tenant, a title report
covering the Leased Premises showing the condition of title as of the date of such certificate,
provided, however, that Landlord’s obligation hereunder shall be limited to the furnishing of
only one such title report.
d. Licenses: It shall be the Tenant’s responsibility to obtain any and all necessary licenses and
the Landlord shall bear no responsibility therefore; the Tenant shall promptly notify Landlord
of the fact that it has obtained the necessary licenses in order to prevent any delay to
Landlord in commencing construction of the Leased Premises.
25. EXTENSIONS/WAIVERS/DISPUTES
a. Extension Period: Any extension hereof shall be subject to the provisions of Article c)
hereof.
b. Holding Over: In the event that Tenant or anyone claiming under Tenant shall continue
occupancy of the Leased Premises after the expiration of the term of this Lease or any
renewal or extension thereof without any agreement in writing between Landlord and Tenant
with respect thereto, such occupancy shall not be deemed to extend or renew the term of the
Lease, but such occupancy shall continue as a tenancy at will, from month to month, upon
the covenants, provisions and conditions herein contained. The rental shall be the rental in
effect during the term of this Lease as extended or renewed, prorated and payable for the
period of such occupancy.
c. Waivers: Failure of either party to complain of any act or omission on the part of the other
party, no matter how long the same may continue, shall not be deemed to be a waiver by
said party of any of its rights hereunder. No waiver by either party at any time, express or
implied, of any breach of any provision of this Lease shall be deemed a waiver of a breach of
any other provision of this Lease or a consent to any subsequent breach of the same or any
other provision. If any action by either party shall require the consent or approval of the other
party, the other party’s consent to or approval of such action on any one occasion shall not be
deemed a consent to or approval of said action on any subsequent occasion or a consent to
or approval of any other action on the same or any subsequent occasion. Any and all rights
and remedies which either party may have under this Lease or by operation of law, either at
law or in equity, upon any breach, shall be distinct, separate and cumulative and shall not be
deemed inconsistent with each other, and no one of them, whether exercised by said party or
not, shall be deemed to be an exclusion of any other; and any two or more or all of such
rights and remedies may be exercised at the same time.
d. Disputes: It is agreed that, if at any time a dispute shall arise as to any amount or sum of
money to be paid by one party to the other under the provisions hereof, the party against
whom the obligation to pay the money is asserted shall have the right to make payment
“under protest” and such payment shall not be regarded as a voluntary payment and there
shall survive the right on the part of the said party to institute suit for the recovery of such
sum. If it shall be adjudged that there was no legal obligation on the part of said party to pay
such sum or any part thereof, said party shall be entitled to recover such sum or so much
thereof as it was not legally required to pay under the provisions of this Lease. If at any time a
dispute shall arise between the parties hereto as to any work to be performed by either of
them under the provisions hereof, the party against whom the obligation to perform the work
is asserted may perform such work and pay the costs thereof “under protest” and the
performance of such work shall in no event be regarded as a voluntary performance and shall
survive the right on the part of the said party to institute suit for the recovery of the costs of
such work. If it shall be adjudged that there was no legal obligation on the part of the said
party to perform the same or any part thereof, said party shall be entitled to recover the costs
of such work or the cost of so much thereof as said party was not legally required to perform
Lease Agreement
Page 13 of 19
under the provisions of this Lease and the amount so paid by Tenant may be withheld or
deducted by Tenant from any rents herein reserved.
e. Tenant’s Right to cure Landlord’s Default: In the event that Landlord shall fail, refuse or
neglect to pay any mortgages, liens or encumbrances, the judicial sale of which might affect
the interest of Tenant hereunder, or shall fail, refuse or neglect to pay any interest due or
payable on any such mortgage, lien or encumbrance, Tenant may pay said mortgages, liens
or encumbrances, or interest or perform said conditions and charge to Landlord the amount
so paid and withhold and deduct from any rents herein reserved such amounts so paid, and
any excess over and above the amounts of said rents shall be paid by Landlord to Tenant.
f.
Notices: All notices and other communications authorized or required hereunder shall be in
writing and shall be given by mailing the same by certified mail, return receipt requested,
postage prepaid, and any such notice or other communication shall be deemed to have been
given when received by the party to whom such notice or other communication shall be
addressed. If intended for Landlord the same will be mailed to the address herein above set
forth or such other address as Landlord may hereafter designate by notice to Tenant, and if
intended for Tenant, the same shall be mailed to Tenant at the address herein above set
forth, or such other address or addresses as Tenant may hereafter designate by notice to
Landlord.
26. PROPERTY DAMAGE
a. Loss and Damage: Notwithstanding any contrary provisions of this Lease, Landlord shall not
be responsible for any loss of or damage to property of Tenant or of others located on the
Leased Premises, except where caused by the willful act or omission or negligence of
Landlord, or Landlord’s agents, employees or contractors, provided, however, that if Tenant
shall notify Landlord in writing of repairs which are the responsibility of Landlord under Article
VII hereof, and Landlord shall fail to commence and diligently prosecute to completion said
repairs promptly after such notice, and if after the giving of such notice and the occurrence of
such failure, loss of or damage to Tenant’s property shall result from the condition as to which
Landlord has been notified, Landlord shall indemnify and hold harmless Tenant from any
loss, cost or expense arising there from.
b. Force Majeure: In the event that Landlord or Tenant shall be delayed or hindered in or
prevented from the performance of any act other than Tenant’s obligation to make payments
of rent, additional rent, and other charges required hereunder, by reason of strikes, lockouts,
unavailability of materials, failure of power, restrictive governmental laws or regulations, riots,
insurrections, the act, failure to act, or default of the other party, war or other reason beyond
its control, then performance of such act shall be excused for the period of the delay and the
period for the performance of such act shall be extended for a period equivalent to the period
of such delay. Notwithstanding the foregoing, lack of funds shall not be deemed to be a
cause beyond control of either party.
27. ASSIGNMENT AND SUBLETTING
Under the terms and conditions hereunder, Tenant shall have the absolute right to transfer and assign
this lease or to sublet all or any portion of the Leased Premises or to cease operating Tenant’s business
on the Leased Premises provided that at the time of such assignment or sublease Tenant shall not be in
default in the performance and observance of the obligations imposed upon Tenant hereunder, and in the
event that Tenant assigns or sublets this property for an amount in excess of the rental amount then
being paid, then Landlord shall require as further consideration for the granting of the right to assign or
sublet, a sum equal to [%] of the difference between the amount of rental to be charged by Tenant to
Lease Agreement
Page 14 of 19
Tenant’s subtenant or assignee and the amount provided for herein, payable in a manner consistent with
the method of payment by the subtenant or assignee to the Tenant, and/or [%] of the consideration paid
or to be paid to Tenant by Tenant’s or Sub-Tenant or assignee.
28. FIXTURES
All personal property, furnishings and equipment presently and all other trade fixtures installed in or
hereafter by or at the expense of Tenant and all additions and/or improvements, exclusive of structural,
mechanical, electrical, and plumbing, affixed to the Leased Premises and used in the operation of the
Tenant’s business made to, in or on the Leased Premises by and at the expense of Tenant and
susceptible of being removed from the Leased Premises without damage, unless such damage be
repaired by Tenant, shall remain the property of Tenant and Tenant may, but shall not be obligated to,
remove the same or any part thereof at any time or times during the term hereof, provided that Tenant, at
its sole cost and expense, shall make any repairs occasioned by such removal.
29. OPTION TO RENEW
Landlord grants to Tenant an option to renew this lease agreement for a period of [NUMBER] years after
expiration of the term of this Lease agreement at a rental of [AMOUNT] per month, with all other terms
and conditions of the renewal lease to be the same as those in this lease agreement. To exercise this
option to renew, Tenant must give Landlord written notice of intention to do so at least [NUMBER] days
before this lease agreement expires.
30. ESTOPPEL CERTIFICATES
At any time and from time to time, Landlord and Tenant each agree, upon request in writing from the
other, to execute, acknowledge and deliver to the other or to any person designated by the other a
statement in writing certifying that the Lease is unmodified and is in full force and effect, or if there have
been modifications, that the same is in full force and effect as modified (stating the modifications), that the
other party is not in default in the performance of its covenants hereunder, or if there have been such
defaults, specifying the same, and the dates to which the rent and other charges have been paid.
31. INVALIDITY OF PARTICULAR PROVISION
If any term or provision of this Lease or the application hereof to any person or circumstance shall, to any
extent, be held invalid or unenforceable, the remainder of this Lease, or the application of such term or
provision to persons or circumstances other than those as to which it is held invalid or unenforceable,
shall not be affected thereby, and each term and provision of this Lease shall be valid and be enforced to
the fullest extent permitted by law.
32. CAPTIONS AND DEFINITIONS OF PARTIES
The captions of the Sections of this Lease are for convenience only and are not a part of this Lease and
do not in any way limit or amplify the terms and provisions of this Lease. The word “Landlord” and the
pronouns referring thereto, shall mean, where the context so admits or requires, the persons, firm or
corporation named herein as Landlord or the mortgagee in possession at any time, of the land and
building comprising the Leased Premises. If there is more than one Landlord, the covenants of Landlord
shall be the joint and several obligations of each of them, and if Landlord is a partnership, the covenants
of Landlord shall be the joint and several obligations of each of the partners and the obligations of the
firm. Any pronoun shall be read in the singular or plural and in such gender as the context may require.
Except as in this Lease otherwise provided, the terms and provisions of this Lease shall be binding upon
and inure to the benefit of the parties hereto and their respective successors and assigns.
Lease Agreement
Page 15 of 19
33. RELATIONSHIP OF THE PARTIES
Nothing contained herein shall be deemed or construed by the parties hereto nor by any third party as
creating the relationship of principal and agent or of partnership or of a joint venture between the parties
hereto, it being understood and agreed that neither any provision contained herein, nor any acts of the
parties hereto, shall be deemed to create any relationship between the parties hereto other than the
relationship of Landlord and Tenant.
34. BROKERAGE
No party has acted as, by or through a broker in the effectuation of this Agreement, except as set out
hereinafter.
35. ENTIRE AGREEMENT
This instrument contains the entire and only agreement between the parties, and no oral statements or
representations or prior written matter not contained in this instrument shall have any force and effect.
This Lease shall not be modified in any way except by a writing executed by both parties.
36. GOVERNING LAW
All matters pertaining to this agreement (including its interpretation, application, validity, performance and
breach) in whatever jurisdiction action may be brought, shall be governed by, construed and enforced in
accordance with the laws of the [State/Province] of [STATE/PROVINCE]. The parties herein waive trial by
jury and agree to submit to the personal jurisdiction and venue of a court of subject matter jurisdiction
located in [STATE/PROVINCE].
37. LITIGATION
In the event that litigation results from or arises out of this Agreement or the performance thereof, the
parties agree to reimburse the prevailing party’s reasonable attorney’s fees, court costs, and all other
expenses, whether or not taxable by the court as costs, in addition to any other relief to which the
prevailing party may be entitled. In such event, no action shall be entertained by said court or any court of
competent jurisdiction if filed more than one year subsequent to the date the cause(s) of action actually
accrued regardless of whether damages were otherwise as of said time calculable.
If Landlord files an action to enforce any agreement contained in this lease agreement, or for breach of
any covenant or condition, Tenant shall pay Landlord reasonable attorney fees for the services of
Landlord’s attorney in the action, all fees to be fixed by the court.
38. CONTRACTUAL PROCEDURES
Unless specifically disallowed by law, should litigation arise hereunder, service of process therefore may
be obtained through certified mail, return receipt requested; the parties hereto waiving any and all rights
they may have to object to the method by which service was perfected.
Lease Agreement
Page 16 of 19
39. EXTRAORDINARY REMEDIES
To the extent cognizable at law, the parties hereto, in the event of breach and in addition to any and all
other remedies available thereto, may obtain injunctive relief, regardless of whether the injured party can
demonstrate that no adequate remedy exists at law.
40. RELIANCE ON FINANCIAL STATEMENT
Tenant shall furnish concurrently with the execution of this lease, a financial statement of Tenant
prepared by an accountant. Tenant, both in corporate capacity, if applicable, and individually, hereby
represents and warrants that all the information contained therein is complete, true, and correct. Tenant
understands that Landlord is relying upon the accuracy of the information contained therein. Should there
be found to exist any inaccuracy within the financial statement which adversely affects Tenant’s financial
standing, or should Tenant’s financial circumstances materially change, Landlord may demand, as
additional security, an amount equal to an additional [NUMBER] months’ rent, which additional security
shall be subject to all terms and conditions herein, require a fully executed guaranty by a third party
acceptable to Landlord, elect to terminate this Lease, or hold Tenant personally and individually liable
hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year first above
written or have caused this Lease to be executed by their respective officers thereunto duly authorized.
LANDLORD
TENANT
Authorized Signature
Authorized Signature
Print Name and Title
Print Name and Title
Lease Agreement
Page 17 of 19
EXHIBIT “A” LEGAL DESCRIPTION
Lease Agreement
Page 18 of 19
EXHIBIT “B” TENANT PLANS AND SPECIFICATIONS
Lease Agreement
Page 19 of 19
TRIPLE NET LEASE AGREEMENT
THIS LEASE is made as of ____________________, by and between ____________________
(“Lessor”), whose address is ____________________, ____________________ ,
____________________ , ____________________ and ____________________, whose address
is ____________________, ____________________, ____________________.
WITNESSETH, THAT FOR AND IN CONSIDERATION of the covenants and agreements
herein contained to be observed, kept and performed by the aforementioned respective parties
hereto, the Lessor does hereby lease, let and demise unto the Lessee and the Lessee does hereby
lease and hire for the Lessor the premises located and situated at ____________________,
____________________, ____________________ (the “Premises”) in the County of
____________________,
County
Tax
Map
#____________________
,
Parcel#____________________ containing approximately acre parcel of real estate being the
same real estate by deed dated____________________ and recorded in the office of the Clerk of
the County of ____________________, in the State of ____________________, in the Deed Book
____________________, on page ____________________. The description of the premises is as
follows:
____________________________________________________________
USE OF PREMISES
The premises shall be used only as or for the purpose of:
____________________.
LEASE TERM
The term of this lease shall begin on ____________________and will end on at
____________________11:59 PM (the “Term”). If the Lessee vacated the premises prior to the
end of the lease term, the Lessee shall be liable for the balance amount of the lease for the
remainder of the lease term.
In the event that the Lessee desires to vacate the premises, the Lessee shall provide the Lessor with
____________________days advance written notice of intent to vacate. Advance notice shall be
provided to ensure termination ensues at the end of the month. Prior to vacating the premises, the
Lessee shall make sure that the premises are clean and free and clear of any dirt, trash, waste and/or
debris, with the exception of normal wear and tear. The Lessor shall have the right to perform a
walk through prior to the Lessee vacating to ensure premise complies with the aforementioned
requirements.
RENT/LEASE PAYMENT
The Lessee agrees to and shall pay monthly installment payments to the Lessor at
____________________, ____________________, ____________________, or at such other
address that the Lessor shall designate in writing, as rent or lease payment for the leased premises.
Lessee shall pay to the Lessor the annual base amount of $0.00 payable in twelve (12) equal
monthly installment payments of ____________________, due and payable on the
____________________of each month.
Any payments received after the aforementioned day shall be deemed late and delinquent.
HOLDING OVER
Failure of the Lessee to surrender the leased premises at expiration of the lease constitutes a
holding over which shall be construed as a “tenancy-at-will” or a month to month lease at the rate
of ____________________ per month, until such time as the Lessee completes a renewal or
provides notice of intent to vacate.
TRIPLE NET LEASE
This Lease is what is generally referred to as a “net net net lease” (“triple net lease”), and it is
understood that the Lessor shall receive all rent or lease payments free and clear of any and all
impositions, encumbrances, charges, obligations or expenses of any nature whatsoever in
connection with the ownership and operation of the Premises. In addition, the Lessee shall pay to
the parties respectively entitled thereto all impositions, insurance premiums, operating charges,
maintenance charges, construction costs and any other charges, cost, and expenses which arise or
may be contemplated under any provisions of this Lease during the Term hereof. All of the said
charges, costs and expenses shall constitute Rent or Lease payment, and upon the failure of the
Lessee to pay any such costs, charges or expenses, the Lessor shall have the same rights and
remedies as otherwise provided in this Lease for the failure of Lessee to pay rent or make lease
payments. The Lessee shall at no time be entitled to any abatement or reduction in Rent or Lease
payments that are payable under this Lease except as otherwise expressly provided. Any present
or future law to the contrary shall not alter this agreement of the parties.
SECURITY DEPOST
Concurrently with the execution of this Lease, the Lessee shall deliver to the Lessor the amount of
____________________ as security for the performance of the Lessee of every covenant and
conditions of this Lease (the “Security Deposit”). Said Security Deposit ____________________.
In the event that the Lessee defaults with respect to any covenant or condition of this Lease,
including, but not limited to the payment of rent, the Lessor reserves the option and right to apply
some or all of the paid Security Deposit to the payment of any sum in default or any sum which
the Lessor may be required to spend by reason of ‘Lessee’s’ damage or default. If any portion of
the Security Deposit is so applied, the Lessee, upon demand by the Lessor, shall deposit cash with
the Lessor in an amount sufficient to restore the Security Deposit to its original amount.
Lessee’s compliance with all the covenants and conditions of this Lease shall ensure the return of
the Security Deposit, or any balance thereof, to the Lessee promptly after expiration of the term of
the Lease Agreement.
POSSESSION
The Lessee shall take possession of the premises on ____________________, unless otherwise
stipulated. The Lessor shall use due diligence to ensure Lessee is provided possession of the
premises at the beginning of the Term of this Lease Agreement. The first month’s rent shall be
prorated for the period of any delay in providing or turning over possession of the premises to the
Lessee; however, the length of the term of this Agreement shall not be extended as a result of any
such delay. The Lessee shall bring no claim against the Lessor for any delay in obtaining
possession.
In the event that the Lessee fails to take possession of the premises within ____________________
days after the beginning of this Lease, then the Lessor retains the right to terminate this Agreement.
INSURANCE ON PREMISE
The Lessee shall obtain and pay for, at his/her own cost and expense, fire and extended coverage
casualty insurance for the building and other improvements on the leased premises, with such
comprehensive or so called “all-risk” endorsements and in such amounts as the Lessor may, from
time to time, deem reasonably necessary, and showing the Lessee, the Lessor and the Lessor’s
Lender or Lien Holder, if any, as the insured parties. Lessee shall also obtain and pay for loss of
rent coverage. The Lessee shall at all times keep said insurance in force and effect and shall provide
to the Lessor copies of said policies or certificates evidencing said coverage. The policies shall be
in form and content reasonably required by the Lessor, shall be issued by an insurance company
approved by the Lessor and shall contain a clause that the Lessee will not cancel, materially modify
or fail to renew said insurance in effect without first providing to the Lessor days advance written
notice. If the Lessee fails to keep said insurance in effect, the Lessee shall be in default hereunder,
and the Lessor may, at his/her option, immediately obtain insurance coverage as provided for
herein and charge the Lessee for the cost thereof.
LESSEE INDEMNITY & LIABILITY INSURANCE
The Lessee shall at all times indemnify, defend and hold the Lessor harmless from all loss, liability,
costs, damage and expenses that may occur or be claimed with respect to any person or persons,
property on or about the Premises or to the Premises resulting from any act done or omission by
or through the Lessee, the Lessee’s agents, employees, staff, invitees or any person on the Premises
by reason of the Lessee’s use or occupancy or resulting from the Lessee’s non-use or possession of
said property and any and all loss, cost, liability or expense resulting therefrom. Lessee shall
maintain at all times during the lease term comprehensive general liability insurance with an
insurance company that is licensed to do business in the state in which the Premises are located
and is satisfactory to Lessor, properly protecting and indemnifying Lessor with single limit
coverage of not less than ____________________ for injury or for death of persons and
____________________ for property damage. During the lease term, Lessee shall furnish the
Lessor with a certificate or certificates of insurance, in a form acceptable to the Lessor, covering
such insurance so maintained by the Lessee and naming the Lessor and Lessor’s mortgagees, if
any, as additional insureds.
LESSOR INDEMNITY & LIABILITY INSURANCE
Lessor shall at all times indemnify, defend and hold the Lessee harmless from all loss, liability,
costs, damages and expenses that may occur or be claimed with respect to any person or persons,
property on, about or to any Common Areas resulting from any act done or omission by or through
the Lessor, Lessor’s agents, employees, staff, invitees or any person in or on the Common Areas.
The Lessor shall maintain at all time during the lease term comprehensive general liability
insurance with an insurance company satisfactory to the Lessee, properly protecting and
indemnifying the Lessee with single limit coverage of not less than ____________________ for
any injury or ____________________ for death of persons and ____________________ for
property damage.
TAXES
____________________ shall pay during the term of this Lease the real estate taxes and special
taxes and assessments (collectively, the “taxes”) attributable to the premises and accruing during
such term. Lessee, at Lessor’s option, shall pay to the Lessor said taxes on a monthly basis, based
on one-twelfth (1/12) of the estimated annual amount for taxes. Taxes for any fractional calendar
year during the term hereof shall be prorated. In the event the Lessee does not make any tax
payment required hereunder, Lessee shall be in default of this Lease.
TAXES ON LEASEHOLD
____________________ shall be responsible for and shall pay before delinquency all municipal,
county, or state taxes assessed during the term of this Lease against any leasehold interest or
personal property of any kind owned by or placed in, upon, or about the premises by the Lessee.
OPERATING EXPENSES
It is the intention of the parties, and they hereby agree, that this shall be a triple net Lease, and the
Lessor shall have no obligation to provide any services, perform any acts or pay any expenses,
charges, obligations or costs of any kind whatsoever with respect to the Premises, and Lessee
hereby agrees to pay one hundred percent (100%) of any and all Operating Expenses as hereafter
defined for the entire term of the Lease and any thereof in accordance with specific provisions
hereinafter set forth. The term Operating Expenses shall include all costs to Lessee of operating
and maintaining the Premises and related parking areas, and shall include, without limitation, real
estate and personal property taxes and assessments, management fee, heating, electricity, water,
waste disposal, sewage, operating materials and supplies, service agreements and charges, lawn
care, snow removal, restriping, repairs, repaving, cleaning and custodial, security, insurance, the
cost of contesting the validity or applicability of any governmental acts which may affect operating
expenses, and all other direct operating costs of operating and maintaining the Premises and related
parking areas, unless expressly excluded from the operating expenses.
Notwithstanding the foregoing operating costs, and Lessee’s obligations in relation thereto, shall
not include (i) any expense chargeable to a capital account or capital improvement, ground leases;
principal or interest payments on any mortgage or deed of trust on the premises; (ii) any amount
for which Lessor is reimbursed through insurance, or by third persons, (iii) repair costs occasioned
by fire, windstorm or other casualty, (iv) any construction, repair or maintenance expenses or
obligations that are the sole responsibility of the Lessor (not to be reimbursed by the Lessee), (v)
leasing commissions and other expenses incurred in connection with leasing any other area located
on the premises to any other party, (vi) any expense representing an amount paid to an affiliate or
subsidiary of the Lessor which is in excess of the amount which would be paid in the absence of
such relationship, and (vii) costs of items and services for which the Lessee reimburses or pay any
third persons directly.
ASSIGNMENT AND SUBLETTING
The Lessee shall not assign, transfer or encumber this Lease and shall not sublease the Premises
or any part thereof or allow any other person to be in possession thereof without prior written
consent of the Lessor, in each and every instance. Said consent shall not be unreasonably withheld
by the Lessor. For the purpose of this provision, any transfer of a majority or controlling interest
in Lessee (whether in one or more related or unrelated transactions), whether by transfer of stock,
consolidation, merger, transfer of a partnership interest or transfer of any or all of Lessee’s assets
or otherwise, or by operation of law, shall be deemed an assignment of this lease. Notwithstanding
any permitted assignment or subletting, Lessee shall at all times remain directly, primarily and
fully responsible and liable for the payment of the rent herein specified and for compliance with
all of its other obligations under the terms and provisions of this Lease.
CONDITION OF PREMISES
Lessee acknowledges that it has had the opportunity to inspect the Premises and, with the exception
of any notations or provisions herein provided otherwise in this Lease, the Lessee accepts the
Premises in its present condition. At the end of the lease term, except for any damages caused by
fire or other perils, Lessee, at its expense shall (i) surrender the Premises in the same or similar
condition as existed at the time the Premises were accepted and possession taken by the Lessee,
subject to reasonable wear resulting from uses permitted hereunder, and further subject to Lessee’s
obligations; (ii) have removed all of the Lessee’s property from the Premises; (iii) have repaired
any damages to the Premises caused by the removal of the Lessee’s Property; and (iv) leave the
Premises free of trash, waste, dirty and debris and the Premises in good and reasonable condition.
LESSOR’S RIGHT OF ENTRY
The Lessor or Lessor’s agent shall have the right of entry at reasonable hours to inspect or show
the Premises to prospective Lender or Lien Holders and purchasers, and to perform or provide
anything that the Lessor may be required to perform or provide hereunder, or which the Lessor
may deem necessary for the good or benefit of the Premises or any building of which they are a
part. As of and during the last ninety (90) days of this Lease, the Lessor shall have the right to post
and/or display a “For Rent” sign on the Premises.
EXCLUSION OF LESSEE
Lessor may not intentionally prevent the Lessee from entering the leased Premises except by
judicial process unless the exclusion results from: (i) bona fide repairs, construction, or an
emergency; (ii) removing the contents of Premises abandoned by Lessee; or (iii) changing door
locks of Lessee in the event the Lessee is delinquent in paying rent; Lessor or Lessor’s agent must
then place a written notice on Lessee’s front door stating the name and address or telephone number
of company or the individual from whom the key may be obtained. The new key is required to be
provided only during Lessee’s regular business hours.
SIGNS AND ADVERTISEMENTS
The Lessee shall not place upon nor permit to be placed upon any part of the Premises, any signs,
billboards or advertisements whatsoever, or paint the exterior walls of the building without the
advance prior written consent of the Lessor. The Lessor shall have the right to remove any sign(s)
which have not been approved in order to maintain the leased premises or to make any repairs or
alterations thereto. All permitted signage placement and/or removal shall be at the Lessee’s sole
cost and expense.
FORCE MAJEURE
In the event that the Lessor or Lessee is unable to reasonably perform its obligations under this
Agreement as a result of a natural disaster, war, terrorist activities, strike, lockout, labor issues,
civil commotion, and act of God, or any other event beyond the control of the Lessor or Lessee,
with the exception for non-availability of funds, the party shall not be in breach of this Agreement
if the party diligently performs the obligations after the end of the force majeure event. The nonperforming party shall give written notice to the other party as soon as reasonably practicable in
the event of non-performance due to a force majeure event.
In the event, during the Term or previous Term thereto, the premises shall be destroyed or so
damaged by fire or other casualty as to become uninhabitable or unusable, then in such event, at
the option of the Lessor, this Lease shall terminate from the date of such damage and/or
destruction. The Lessor shall exercise this option to terminate this Lease by delivering written
notice to the Lessee within ____________________ days after the occurrence of such damage
and/or destruction. Upon such notice, the Lessee shall immediately surrender said Premises and
all interest therein to the Lessor, and the Lessee shall pay rent only to such time that damages
and/or destruction occurred. In the event that the Lessors does not elect to terminate this Lease,
this Lease shall therefore continue in full force and effect, and the Lessor shall expeditiously make
any and all necessary repairs to the Premises as needed, placing the same in as good condition as
it was prior to the occurrence of damage or destruction.
PERSONAL PROPERTY
The Lessor shall not be liable for any loss or damage to any merchandise inventory, goods, fixtures,
improvements or personal property of the Lessee in or about said Premises.
ALTERATIONS
Any and all alterations, additions and/or improvements, except trade fixtures, installed at the
expense of the Lessee shall become the property of the Lessor and shall remain upon and shall be
surrendered with the leased Premises as a part thereof on the termination of this lease. Such
alterations, additions, and improvements may only be made with the prior written consent and
approval of the Lessor, which shall not be unreasonably withhold said consent. If consent is
granted by the Lessor for the making of improvements, alterations or additions to the leased
Premises, such improvements, alterations or additions shall not commence until such time as the
Lessee has furnished to the Lessor a copy of all plans and a certificate of insurance showing
coverage in an amount satisfactory to the Lessor protecting the Lessor from liability for injury to
any person and damage to any personal property, on or off the leased Premises, in connection with
the making of such improvements, alterations or additions. No cooling tower, equipment, or
structure of any kind shall be placed on the roof or elsewhere on the leased premises by the Lessee
without prior written permission of the Lessor. If such permission is granted, such work or
installation shall be done at the Lessee’s expense and in such a manner that the roof shall not be
damaged thereby. If it becomes necessary to remove such cooling tower, equipment or structure
temporarily so that repairs to the roof can be made, Lessee shall promptly remove and reinstall the
cooling tower, equipment or structure at the Lessee’s expense and repair at the Lessee’s expense
any damage which may result from such removal or reinstallation. Upon termination of this lease,
Lessee shall remove or cause to be removed from the roof any such cooling tower, equipment or
structure if directed to do so by the Lessor. Lessee shall promptly repair, at its expense, any
damages resulting from such removal. At the termination of this lease, Lessee shall deliver the
leased Premises in good order and condition, natural deterioration only excepted. Any damage
caused by the installation of trade fixtures shall be repaired at the Lessee’s expense prior to the
expiration of the lease term. All alterations, improvements, additions and repairs made by the
Lessee shall be made in good and workmanlike manner.
UTILITIES & SERVICES
The ____________________ shall furnish and pay for all of the following and any other utilities
deemed necessary by the Lessee at the Premises:
___________________________________________________________________________
INTERRUPTION OF UTILITIES
Lessor or Lessor’s agent may not interrupt or cause the interruption of utility services paid directly
to the utility company by the Lessee unless interruption results from bona fide repairs,
construction, or an emergency. If any utility services furnished by the Lessor are interrupted and
continue to be interrupted despite the good faith efforts of Lessor to remedy the same, Lessor shall
not be liable in any respect for damages to the person or property of Lessee or Lessee’s employees,
agents, or guests and same shall not be construed as grounds for constructive eviction or abatement
of rent. Lessor shall use reasonable diligence to repair and remedy such interruption promptly.
LEGAL REQUIREMENTS
The Lessee shall comply with all laws, orders, ordinances and other public requirements now and
hereafter affecting the Premises or the use thereof, and the Lessee shall indemnify, defend and
hold harmless the Lessor from any expense or damage resulting from the failure to do so.
FIXTURES
With the exception for Lessee’s personal property and trade fixtures, all buildings, repairs,
alterations, additions, improvements, installation and other non-trade fixtures installed or erected
on the Premises, whether by or at the expense of the Lessor or Lessee, shall belong to the Lessor
and shall remain on and be surrendered with the Premises at the expiration or termination of this
Lease. However, the Lessor shall retain the option to permit the Lessee to remove their alterations
or improvements prior to the expiration of this Lease and return the Premise to its original
condition.
REPAIRS AND MAINTENANCE
The Lessor shall maintain the foundation, exterior walls (with the exception of glass; windows;
doors; door closure devices; window and door frames; molding; locks and hardware) and exterior
painting or other treatment of exterior walls, and the roof of the leased Premises in good repair
except that the Lessor shall not be required to make any repairs resulting from the negligence or
acts of negligence on the behalf of the Lessee, its staff, employees, sublessees, licensees and
concessionaires. The Lessee shall be responsible for maintenance of the common areas and
common area equipment and furnishings. Any such repairs and/or maintenance in which the
Lessor would be responsible, the Lessee agrees to provide Lessor with written notice of the needed
repairs and/or maintenance, and Lessor shall ensure that any repairs and/or maintenance shall be
made and completed within a reasonable time frame. Lessee shall notify the Lessor of any
emergency repairs to be made. Lessee shall keep the interior of the leased Premises in good, clean
and workable condition and shall, at its sole expense, make all needed repairs and replacements,
including replacement of cracked or broken glass, windows, doors, door closure devices, door and
window frames, molding, locks and hardware, except for repairs and replacements required to be
made by the Lessor under this section.
In the event that any repairs required to be made by the Lessee hereunder are not made within
____________________ days after written notice delivered to the Lessee by the Lessor, the Lessor
shall reserve the right and option to make or have said repairs made without liability to the Lessor
for any loss or damage which may result by reason of such repairs, and that Lessee shall pay to the
Lessor, upon demand as additional rent hereunder, the cost of such repairs plus. At the termination
of this Lease, Lessee shall deliver the leased premises in good order and condition, normal wear
and tear excepted. Normal wear and tear meaning the deterioration which results from normal use
and not as an act of carelessness, neglect, accident or abuse.
EMINENT DOMAIN
In the event that the Premises are taken under the power of eminent domain or a conveyance in
lieu thereof by any authority having the right of condemnation, or if a portion thereof is taken so
that the Premises are unsuitable, in the Lessee’s reasonable opinion, for Lessee’s use, then the term
of this lease shall terminate as of the date that title shall vest in the acquiring authority, and the
rent and other charges shall be adjusted as of the date of such taking. In such case, the Lessor shall
be entitled to the proceeds of the condemnation award made to the Lessor. Nothing herein shall be
construed to prevent the Lessee from separately pursuing a claim against the condemning authority
for its independent loss or damages to the extent available, provided however, that no award made
to or on behalf of the Lessee shall reduce, limit, or restrict the award to the Lessor, and no allocation
of the Lessor’s award in condemnation shall occur. The Lessee shall have no claim against the
Lessor for the value of the unexpired term of this Lease. Should any part of the Premises be taken
in the exercise of eminent domain or a conveyance in lieu thereof or in connection therewith, but
not such as to render the Premises unsuitable for the operation of Lessee’s business, this Lease
shall continue on the same terms and conditions except that the description of the Premises or the
real estate taken by right of eminent domain or conveyance in lieu thereof or in connection
therewith shall be modified to reflect such taking. In the event this Lease does not terminate by
reason of such taking, the condemnation proceeds from the ‘Demised Premises’ will first be used
to restore the Premises to a position of occupancy by the Lessee. The balance of such
condemnation proceeds from the Premises, if any, shall belong to the Lessor.
WAIVER OF SUBROGATION
As part of the consideration for this Lease, each of the parties hereby releases the other party from
all liability for damage due to any act or neglect of the other party occasioned to the property
owned by said parties which is or might be inciden…