COMMERCIAL
LEASE AGREEMENT
This
Commercial Lease Agreement ("Lease") is
made and effective [Date], by and between [Lessor]
("Lessor") and [Lessee]
("Lessee").
Lessor
is the owner of land and improvements commonly
known and numbered as [Address of Building]
and legally described as follows (the
"Building"): [Legal Description of
Building]
Lessor
makes available for lease a portion of the
Building designated as [Other Number of Leased
Building] (the "Leased Premises").
Lessor
desires to lease the Leased Premises to Lessee,
and Lessee desires to lease the Leased Premises
from Lessor for the term, at the rental and upon
the covenants, conditions and provisions herein
set forth.
THEREFORE,
in consideration of the mutual promises herein,
contained and other good and valuable
consideration, it is agreed:
1.
Term.
A.
Lessor hereby leases the Leased Premises to
Lessee, and Lessee hereby leases the same from
Lessor, for an "Initial Term" beginning
[Start Date] and ending [End Date].
Lessor shall use its best efforts to give Lessee
possession as nearly as possible at the beginning
of the Lease term. If Lessor is unable to timely
provide the Leased Premises, rent shall abate for
the period of delay. Lessee shal l make no other
claim against Lessor for any such delay.
B.
Lessee may renew the Lease for one extended term
of [Renewal Term]. Lessee shall exercise
such renewal option, if at all, by giving written
notice to Lessor not less than ninety (90) days
prior to the expiration of the Initial Term. The
renewal term shall be at the rental set forth
below and otherwise upon the same convenants,
conditions and provisions as provided in this
Lease.
2.
Rental.
A.
Lessee shall pay to Lessor during the Initial
Term rental of [Annual Rent] per year,
payable in installments of [Monthly Rental
Amount] per month. Eac h installment payment
shall be due in advance on the first day of each
calendar month during the lease term to Lessor at
[Lessor's Designated Payment Address] or
at such other place designated by written notice
from Lessor or Lessee. The rental payment amount
for any partial calendar months included in the
lease term shall be prorated on a daily basis.
Lessee shall also pay to Lessor a "Security
Deposit" in the amount of [Security
Deposit].
B.
The rental for any renewal lease term, if created
as permitted under this Lease, shall be [Annual
Rent in Renewal Term] per year payable in
installments of [Monthly Rental Amount] per
month.
3.
Use
[Permitted
Use] Notwithstanding the forgoing, Lessee shall
not use the Leased Premises for the purposes of
storing, manufacturing or selling any explosives,
flammables or other inherently dang erous
substance, chemical, thing or device.
4.
Sublease and Assignment.
Lessee
shall have the right without Lessor's consent, to
assign this Lease to a corporation with which
Lessee may merge or consolidate, to any
subsidiary of Lessee, to any corporation under
common control with Lessee, or to a purchaser of
substantially all of Lessee's assets. Except as
set forth above, Lessee shall not sublease all or
any part of the Leased Premises, or assign this
Lease in whole or in part without Lessor's
consent, such consent not to be unreasonably
withheld or delayed.
5.
Repairs.
During
the Lease term, Lessee shall make, at Lessee's
expense, all necessary repairs to the Leased
Premises. Repairs shall include such items as
routine repairs of floors, walls, ceilings, and
other parts of the Leased Premises damaged or
worn through normal occupancy, except for major
mechanical systems or the roof, subject to the
obligations of the parties otherwise set forth in
this Lease.
6.
Alterations and Improvements.
Lessee,
at Lessee's expense, shall have the right
following Lessor's consent to remodel,
redecorate, and make additions, improvements and
replacements of and to all or any part of the
Leased Premises from time to time as Lessee may
deem desirable, provided the same are made in a
workmanlike manner and utilizing good quality
materials. Lessee shall have the right to place
and install personal property, trade fixtures,
equipment and other temporary installations in
and upon the Leased Premises, and fasten the same
to the premises. All personal property,
equipment, machinery, trade fixtures and
temporary installations, whether acquired by
Lessee at the commencement of the Lease term or
placed or installed on the Leased Premises by
Lessee thereafter, shall remain Lessee's property
free and clear of any claim by Lessor. Lessee
shall have the right to remove the same at any
time during the term of this Lease provided that
all damage to the Leased Premises caused by such
removal shall be repaired by Lessee at Lessee's
expense.
7.
Property Taxes.
Lessor
shall pay, prior to delinquency, all general real
estate taxes and installments of special
assessments coming due during the Lease term on
the Leased Premises, and all personal property
taxes with respect to Lessor's personal property,
if any, on the Leased Premises. Lessee shall be
responsible for paying all personal property
taxes with respect to Lessee's personal property
at the Leased Premises.
8.
Insurance.
A.
If the Leased Premises or any other party of the
Building is damaged by fire or other casualty
resulting from any act or negligence of Lessee or
any of Lessee's agents, employees or invitees,
rent shall not be diminished or a bated while
such damages are under repair, and Lessee shall
be responsible for the costs of repair not
covered by insurance.
B.
Lessor shall maintain fire and extended coverage
insurance on the Building and the Leased Premises
in such amounts as Lessor shall deem appropriate.
Lessee shall be responsible, at its expense, for
fire and extended coverage in surance on all of
its personal property, including removable trade
fixtures, located in the Leased Premises.
C.
Lessee and Lessor shall, each at its own expense,
maintain a policy or policies of comprehensive
general liability insurance with respect to the
respective activities of each in the Building
with the premiums thereon fully paid on or before
due date, issued by and binding upon some
insurance company approved by Lessor, such
insurance to afford minimum protection of not
less than Rs100,00,000 combined single limit
coverage of bodily injury, property damage or
combination thereof. Lessor shall be listed as an
additional insured on Lessee's policy or policies
of comprehensive general liability insurance, and
Lessee shall provide Lessor with current
Certificates of Insurance evidencing Lessee's
compliance with this Paragraph. Lessee shall
obtain the agreement of Lessee's insurers to
notify Lessor that a policy is due to expire at
least (10) days prior to such expiration. Lessor
shall not be required to maintain insurance
against thefts within the Leased Premises or the
Building.
9.
Utilities.
Lessee
shall pay all charges for water, sewer, gas,
electricity, telephone and other services and
utilities used by Lessee on the Leased Premises
during the term of this Lease unless otherwise
expressly agreed in writing by Lessor. In the
event that any utility or service provided to the
Leased Premises is not separately metered, Lessor
shall pay the amount due and separately invoice
Lessee for Lessee's pro rata share of the
charges. Lessee shall pay such amounts within
fifteen (15) days of invoice. Lessee acknowledges
that the Leased Premises are designed to provide
standard office use electrical facilities and
standard office lighting. Lessee shall not use
any equipment or devices that utilizes excessive
electrical energy or which may, in Lessor's
reasonable opinion, overload the wiring or
interfere with electrical services to other
Lessees.
10.
Signs.
Following
Lessor's consent, Lessee shall have the right to
place on the Leased Premises, at locations
selected by Lessee, any signs which are permitted
by applicable zoning ordinances and private
restrictions. Lessor may ref use consent to any
proposed signage that is in Lessor's opinion too
large, deceptive, unattractive or otherwise
inconsistent with or inappropriate to the Leased
Premises or use of any other Lessee. Lessor shall
assist and cooperate with Lessee in obt aining
any necessary permission from governmental
authorities or adjoining owners and occupants for
Lessee to place or construct the foregoing signs.
Lessee shall repair all damage to the Leased
Premises resulting from the removal of signs
installed by Tenant.
11.
Entry.
Lessor
shall have the right to enter upon the Leased
Premises at reasonable hours to inspect the same,
provided Lessor shall not thereby unreasonably
interfere with Lessee's business on the Leased
Premises.
12.
Parking.
During
the term of this Lease, Lessee shall have the
non-exclusive use in common with Lessor, other
Lessees of the Building, their guests and
invitees, of the non-reserved common automobile
parking areas, driveways, and footway s, subject
to rules and regulations for the use thereof as
prescribed from time to time by Lessor. Lessor
reserves the right to designate parking areas
within the Building or in reasonable proximity
thereto, for Lessee and Lessee's agents and
employe es. Lessee shall provide Lessor with a
list of all license numbers for the cars owned by
Lessee, its agents and employees. Separated
structured parking, if any, located about the
Building is reserved for Lessees of the Building
who rent such parking s paces. Lessee hereby
leases from Lessor [Number of Parking Spaces]
spaces in such structural parking area, such
spaces to be on a first come-first served basis.
In consideration of the leasing to Lessee of such
spaces, Lessee shall pay a monthly rental of [Parking
Space Rental] per space throughout the term
of the Lease. Such rental shall be due and
payable each month without demand at the time
herein set for the payment of other monthly
rentals, in addition to such other rentals.
13.
Building Rules.
Lessee
will comply with the rules of the Building
adopted and altered by Lessor from time to time
and will cause all of its agents, employees,
invitees and visitors to do so; all changes to
such rules will be sent by Lessord to Lessee in
writing. The initial rules for the Building are
attached hereto as Exhibit "A" and
incorporated herein for all purposes.
14.
Damage and Destruction.
Subject
to Section 8 A. above, if the Leased Premises or
any part thereof or any appurtenance thereto is
so damaged by fire, casualty or structural
defects that the same cannot be used for Lessee's
purposes, then Lessee shall hav e the right
within ninety (90) days following damage to elect
by notice to Lessor to terminate this Lease as of
the date of such damage. In the event of minor
damage to any part of the Leased Premises, and if
such damage does not render the Leased Prem ises
unusable for Lessee's purposes, Lessor shall
promptly repair such damage at the cost of the
Lessor. In making the repairs called for in this
paragraph, Lessor shall not be liable for any
delays resulting from strikes, governmental
restrictions , inability to obtain necessary
materials or labor or other matters which are
beyond the reasonable control of Lessor. Lessee
shall be relieved from paying rent and other
charges during any portion of the Lease term that
the Leased Premises are inopera ble or unfit for
occupancy, or use, in whole or in part, for
Lessee's purposes. Rentals and other charges paid
in advance for any such periods shall be credited
on the next ensuing payments, if any, but if no
further payments are to be made, any such adv
ance payments shall be refunded to Lessee. The
provisions of this paragraph extend not only to
the matters aforesaid, but also to any occurrence
which is beyond Lessee's reasonable control and
which renders the Leased Premises, or any
appurtenance theret o, inoperable or unfit for
occupancy or use, in whole or in part, for
Lessee's purposes.
15.
Default.
If
default shall at any time be made by Lessee in
the payment of rent when due to Lessor as herein
provided, and if said default shall continue for
fifteen (15) days after written notice thereof
shall have been given to Lessee by Lessor, or if
default shall be made in any of the other
covenants or conditions to be kept, observed and
performed by Lessee, and such default shall
continue for thirty (30) days after notice
thereof in writing to Lessee by Lessor without
correctio n thereof then having been commenced
and thereafter diligently prosecuted, Lessor may
declare the term of this Lease ended and
terminated by giving Lessee written notice of
such intention, and if possession of the Leased
Premises is not surrendered, Lan dlord may
reenter said premises. Lessor shall have, in
addition to the remedy above provided, any other
right or remedy available to Lessor on account of
any Lessee default, either in law or equity.
Lessor shall use reasonable efforts to mitigate
its damages.
16.
Quiet Possession.
Lessor
covenants and warrants that upon performance by
Lessee of its obligations hereunder, Lessor will
keep and maintain Lessee in exclusive, quiet,
peaceable and undisturbed and uninterrupted
possession of the Leased Premises during the term
of this Lease.
17.
Condemnation.
If
any legally, constituted authority condemns the
Building or such part thereof which shall make
the Leased Premises unsuitable for leasing, this
Lease shall cease when the public authority takes
possession, and Lessor and Ten ant shall account
for rental as of that date. Such termination
shall be without prejudice to the rights of
either party to recover compensation from the
condemning authority for any loss or damage
caused by the condemnation. Neither party shall
have any rights in or to any award made to the
other by the condemning authority.
18.
Subordination.
Lessee
accepts this Lease subject and subordinate to any
mortgage, deed of trust or other lien presently
existing or hereafter arising upon the Leased
Premises, or upon the Building and to any
renewals, refinancing and extens ions thereof,
but Lessee agrees that any such mortgagee shall
have the right at any time to subordinate such
mortgage, deed of trust or other lien to this
Lease on such terms and subject to such
conditions as such mortgagee may deem appropriate
in its di scretion. Lessor is hereby irrevocably
vested with full power and authority to
subordinate this Lease to any mortgage, deed of
trust or other lien now existing or hereafter
placed upon the Leased Premises of the Building,
and Lessee agrees upon demand to execute such
further instruments subordinating this Lease or
attorning to the holder of any such liens as
Lessor may request. In the event that Lessee
should fail to execute any instrument of
subordination herein required to be executed by
Lessee promptly as requested, Lessee hereby
irrevocably constitutes Lessor as its
attorney-in-fact to execute such instrument in
Lessee's name, place and stead, it being agreed
that such power is one coupled with an interest.
Tenan t agrees that it will from time to time
upon request by Lessor execute and deliver to
such persons as Lessor shall request a statement
in recordable form certifying that this Lease is
unmodified and in full force and effect (or if
there have been modi fications, that the same is
in full force and effect as so modified), stating
the dates to which rent and other charges payable
under this Lease have been paid, stating that
Lessor is not in default hereunder (or if Lessee
alleges a default stating the nature of such
alleged default) and further stating such other
matters as Lessor shall reasonably require.
19.
Security Deposit.
The
Security Deposit shall be held by Lessor without
liability for interest and as security for the
performance by Lessee of Lessee's covenants and
obligations under this Lease, it being expressly
understood that the Security D eposit shall not
be considered an advance payment of rental or a
measure of Lessor's damages in case of default by
Lessee. Unless otherwise provided by mandatory
non-waivable law or regulation, Lessor may
commingle the Security Deposit with Lessor' s
other funds. Lessor may, from time to time,
without prejudice to any other remedy, use the
Security Deposit to the extent necessary to make
good any arrearages of rent or to satisfy any
other covenant or obligation of Lessee hereunder.
Following any such application of the Security
Deposit, Lessee shall pay to Lessor on demand the
amount so applied in order to restore the
Security Deposit to its original amount. If
Lessee is not in default at the termination of
this Lease, the balance of the Secu rity Deposit
remaining after any such application shall be
returned by Lessor to Lessee. If Lessor transfers
its interest in the Premises during the term of
this Lease, Lessor may assign the Security
Deposit to the transferee and thereafter shall h
ave no further liability for the return of such
Security Deposit.
20.
Notice.
Any
notice required or permitted under this Lease
shall be deemed sufficiently given or served if
sent by Registered AD Post, return receipt
requested, addressed as follows:
If
to Lessor to:
[Lessor]
[Lessor's
Address]
If
to Lessee to:
[Lessee]
[Lessee's
Address]
Lessor
and Lessee shall each have the right from time to
time to change the place notice is to be given
under this paragraph by written notice thereof to
the other party.
21.
Brokers.
Lessee
represents that Lessee was not shown the Premises
by any real estate broker or agent and that
Lessee has not otherwise engaged in, any activity
which could form the basis for a claim for real
estate commission, brokerage fee, finder's fee or
other similar charge, in connection with this
Lease.
22.
Waiver.
No
waiver of any default of Lessor or Lessee
hereunder shall be implied from any omission to
take any action on account of such default if
such default persists or is repeated, and no
express waiver shall affect any default oth er
than the default specified in the express waiver
and that only for the time and to the extent
therein stated. One or more waivers by Lessor or
Lessee shall not be construed as a waiver of a
subsequent breach of the same covenant, term or
condition.
23.
Memorandum of Lease.
The
parties hereto contemplate that this Lease should
not and shall not be filed for record, but in
lieu thereof, at the request of either party,
Lessor and Lessee shall execute a Memorandum of
Lease to be recorded for the purp ose of giving
record notice of the appropriate provisions of
this Lease.
24.
Headings.
The
headings used in this Lease are for convenience
of the parties only and shall not be considered
in interpreting the meaning of any provision of
this Lease.
25.
Successors.
The
provisions of this Lease shall extend to and be
binding upon Lessor and Lessee and their
respective legal representatives, successors and
assigns.
26.
Consent.
Lessor
shall not unreasonably withhold or delay its
consent with respect to any matter for which
Lessor's consent is required or desirable under
this Lease.
27.
Performance.
If
there is a default with respect to any of
Lessor's covenants, warranties or representations
under this Lease, and if the default continues
more than fifteen (15) days after notice in
writing from Lessee to Lessor specifyin g the
default, Lessee may, at its option and without
affecting any other remedy hereunder, cure such
default and deduct the cost thereof from the next
accruing installment or installments of rent
payable hereunder until Lessee shall have been
fully reimbu rsed for such expenditures, together
with interest thereon at a rate equal to the
lessor of twelve percent (12%) per annum or the
then highest lawful rate. If this Lease
terminates prior to Lessee's receiving full
reimbursement, Lessor shall pay the un reimbursed
balance plus accrued interest to Lessee on
demand.
28.
Compliance with Law.
Lessee
shall comply with all laws, orders, ordinances
and other public requirements now or hereafter
pertaining to Lessee's use of the Leased
Premises. Lessor shall comply with all laws,
orders, ordinances and other public req uirements
now or hereafter affecting the Leased Premises.
29.
Final Agreement.
This
Agreement terminates and supersedes all prior
understandings or agreements on the subject
matter hereof. This Agreement may be modified
only by a further writing that is duly executed
by both parties.
IN
WITNESS WHEREOF, the parties have executed this
Lease as of the day and year first above written.
- SIGNED, SEALED AND
DELIVERED
- by the within named
Lessor
- in the presence of Mr.__
- SIGNED, SEALED AND
DELIVERED
- by the within named
Lessee
- in the presence of Mr.__
-
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