LA 655: LEASING (BROKERAGE) AGREEMENT FOR A LARGE VACANT SPACE IN AN OFFICE BUILDING $49.95
Owner owns fee title to, and/or a leasehold interest in, the Property referred to below.
Owner desires to engage Leasing Agent to lease that certain space commonly known as floors ___________ at the Property (the "Vacated Space"), currently occupied by _____________. ("Vacating Tenant"), and Leasing Agent desires to accept the engagement, in accordance with the terms of this Agreement.
Therefore, in consideration of the mutual agreements contained in this Agreement, Owner and Leasing Agent agree as follows:
1.1 Definitions. The following terms have the following meanings throughout this Agreement:
"Affiliate" means, with respect to a Person, any other Person that, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with the first Person.
"Claim" means any claim, damage, loss, liability, obligation, demand, defense, judgment, suit, proceeding, disbursement or expense (including reasonable attorneys' fees or expenses as incurred).
"Closing Date" shall have the meaning in that certain Purchase and Sale Agreement between _______________, L.L.C., as Seller, and Owner, as Purchaser, dated as of the date hereof.
"Commencement Date" means the date set forth in Schedule A.
"Control" and "Controlled by" means the ability, directly or indirectly, whether through the ownership of voting securities, by contract, or otherwise (including by being the general partner, officer or director of the Person in question), to both (i) direct or cause the direction of the management and policies of a Person, and (ii) conduct the day-to-day business operations of a Person..
"Governmental Authority" means the United States of America, the State, the county, the city and/or any other local governmental jurisdiction in which the Property is located or any other governmental authority whose rules and laws are binding on the Property, or any agency, department, commission, board or instrumentality of any of them.
"Leasing Commission" means a leasing commission calculated in accordance with and paid at the times and in the manner specified in Article 8, Section 11.5 and Schedule "A".
"Legal Requirements" means any law, ordinance, order, rule or regulation of a Governmental Authority which pertains to the Property, Owner or Leasing Agent, including without limitation, compliance with the Federal Civil Rights Act (42 U.S.C. Section 1981 et seq.); the Federal Fair Housing Act (42 U.S.C. Section 3604); the Americans with Disabilities Act (42 U.S.C. Section 12101 et seq.); and all other Federal, state and local laws, rules, regulations and ordinances dealing with discrimination on the basis of any legally protected status including, but not limited to, religion, race, color, national origin, age, sex, marital or family status, disability, and handicap.
"Outside Broker" means a real estate broker other than Leasing Agent assisting with leasing efforts at the Property.
"Outside Broker's Commission Agreement" means a commission agreement between Leasing Agent and an Outside Broker in a form approved by Owner.
"Person" means a natural person, corporation, partnership, limited liability company, trust, joint venture, unincorporated association, Governmental Authority or other entity.
"Property" means the improved real property identified on Schedule A hereto and includes all easements, licenses, grants, permits, franchises, privileges, appurtenances and other rights pertaining thereto.
"State" means the state identified on Schedule A hereto.
(a) The singular includes the plural and the plural includes the singular.
(b) The word "or" is not exclusive and the word "including" is not limiting.
(c) References to a law include any rule or regulation issued under the law and any amendment to the law, rule or regulation.
(d) References to an Article, Section or Exhibit mean an Article, Section or Exhibit contained in or attached to this Agreement.
(e) The caption headings in this Agreement are for convenience and reference only and do not define, modify or describe the scope or intent of any of the terms of this Agreement.
(f) This Agreement will be interpreted and enforced in accordance with its provisions and without the aid of any custom or rule of law requiring or suggesting construction against the party drafting or causing the drafting of the provisions in question.
APPOINTMENT, OTHER ACTIVITIES
2.1 Appointment. Owner hereby engages Leasing Agent to lease the Vacated Space and authorizes Leasing Agent to exercise, upon all the terms and conditions hereof, such powers as may be necessary and appropriate for the leasing of the Vacated Space. Leasing Agent hereby accepts such engagement and agrees to perform all leasing services and functions reasonably necessary or incidental to the leasing of the Vacated Space. Leasing Agent has secured and will keep in effect during the term of this Agreement all necessary licenses, permits and authorizations, if any to enable Leasing Agent to legally perform all of its obligations under this Agreement.
2.2 No Liability for Past Acts or Omissions. Leasing Agent will not be liable for any act or omission of any Person (including Owner and any previous leasing agent) with respect to the Vacated Space or any other space at the Property for any period prior to the date of this Agreement.
2.3 Other Activities. Owner understands that Leasing Agent and its Affiliates engage in various development, management, leasing and other real estate activities not related to the Property.
3.1 Leasing Efforts.
(a) Owner will make reasonable efforts to refer to Leasing Agent all material offers or legitimate inquiries which are received by Owner with respect to leasing the Vacated Space.
(b) The services to be performed by Leasing Agent as leasing agent shall include, but shall not be limited to, the following:
(i) Leasing Agent shall procure tenants for the Vacated Space and shall be responsible for the leasing of the Vacated Space (individually, a "Replacement Lease" and collectively, the "Replacement Leases"); the conduct of all negotiations related thereto; and arranging for the preparation of Replacement Leases on either Owner's or Leasing Agent's standard form of lease which form shall be mutually agreed upon by both parties, and other documents (which shall be at the expense of Owner), including tending to the execution of such Replacement Leases by tenants. Leasing Agent shall use reasonable diligence to obtain and submit to Owner financial statements pertaining to prospective tenants to the extent available.
(ii) Leasing Agent shall acquire and maintain a thorough knowledge of the leasing market for space similar to that contained in the Vacated Space.
(c) Leasing Agent represents that to the extent required it will be a licensed real estate broker and all of its employees required to be licensed real estate brokers will be so licensed and will remain so during the term of this Agreement.
3.2 Advertisement. Leasing Agent may list and advertise the Vacated Space for rental by means of periodicals, signs, plans, brochures or other appropriate means. Any reasonable costs of printing leasing brochures and other promotional material shall be paid by Leasing Agent.
3.3 Outside Brokers. Leasing Agent may enlist the services of Outside Brokers. Upon engaging any Outside Broker, Leasing Agent will have each Outside Broker execute an Outside Broker's Commission Agreement. If requested by Owner, Leasing Agent will deliver a fully executed counterpart of the Outside Broker's Commission Agreement to Owner upon the execution thereof.
3.4 Authority. Leasing Agent will have the full authority to negotiate with prospective tenants for all Replacement Leases on behalf of Owner, but Owner shall ultimately execute such Replacement Leases.
3.5 Approval of Leases. Each Replacement Lease shall be on market terms at market rates and shall be subject to the prior written approval of Owner, which approval shall not be unreasonably withheld or delayed. Owner agrees to respond to any request by Leasing Agent for Owner's approval of a Replacement Lease within five (5) business days (time being of the essence) after receipt by Owner of the proposed Replacement Lease and the financial statements of the tenant. In the event the proposed Replacement Lease is modified after its submission by Leasing Agent to Purchaser for its approval, Purchaser shall have an additional three (3) business days (time being of the essence) to approve or disapprove the modifications to the Replacement Lease. If Owner disapproves the Replacement Lease, Owner must set forth in writing the specific reasons for such disapproval during such five (5) business day period or three (3) business day period, as applicable (time being of the essence). If Owner shall fail to approve or disapprove the proposed Replacement Lease within such five (5) business day period or three (3) business day period, as applicable (time being of the essence), Owner's failure to respond shall be deemed to be Owner's approval to such Replacement Lease. Notwithstanding anything to the contrary contained herein, Owner shall execute any Replacement Lease that has been approved or deemed approved by Owner within two (2) business days of such approval (time being of the essence).
3.6 Arbitration. In the event Leasing Agent disputes Owner's disapproval of the Replacement Lease, Leasing Agent may submit such dispute for resolution to arbitration in the City of _______________ in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "AAA") (the "Expedited Procedures"). Leasing Agent shall send to Owner a copy of its notice to the AAA. Leasing Agent may submit any such dispute to arbitration within three (3) business days after notice of the disapproval of the proposed Replacement Lease has been given by Owner. The arbitration shall be conducted in accordance with the Expedited Procedures, as amended, as follows: (i) the AAA shall, within two (2) business days after such submission or application, select a single arbitrator who is a senior office broker from either (a) _____________, (b) _________________ or (c) _____________, with such arbitrator having at least ten (10) years' experience in leasing of commercial properties similar to the Property, (ii) the arbitration shall commence two (2) business days (time being of the essence) after selection by the AAA of the single arbitrator and shall be limited to a total of seven (7) hours on the date of commencement until completion, with each party having no more than a total of two (2) hours to present its case and to cross-examine or interrogate persons supplying information or documentation on behalf of the other party, and (iii) the arbitrator shall make a determination within three (3) business days (time being of the essence) after the conclusion of the presentation of Owner's and Leasing Agent's cases, which determination shall be limited to a decision upon whether Owner's disapproval of the proposed Replacement Lease was unreasonable. The arbitrator's determination shall be final and binding upon the parties, whether or not a judgment shall be entered in any court. All actions necessary to implement such decision shall be undertaken as soon as possible, but in no event later than five (5) business days after the rendering of such decision. The arbitrator's determination may be entered in any court having jurisdiction thereof. All fees payable to the AAA and the arbitrator and the prevailing party's costs (external only) for services rendered in connection with the resolution of the dispute shall be paid by the unsuccessful party.
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