LEASE AGREEMENT 217: TELECOM EQUIPMENT AND DATA CENTER LEASE IN MULTI-TENANT OFFICE BUILDING $99.95
This Lease (“Lease”) is made as of _________________, by and between COMMERCIAL PROPERTY LANDLORD, INC., a __________________ corporation (“Landlord”), and AGREEABLE TENANT, INC., a _________________ corporation (“Tenant”).
The terms of this Basic Lease Information Summary ("Summary") contain fundamental information relating to the Lease, many of the principal economic terms, the commencement dates, and related obligations. The Summary and the Lease are, by this reference, hereby incorporated into one another. Terms defined herein apply both fox the purpose of this Summary and the Lease. Capitalized terms that are defined in the Lease have the same meaning when used in this Summary, In the event of any conflict between the terms of the Summary and the terms of the Lease, the terms of the Summary shall control.
1. Lease Date: ________________ ("Effective Date").
2. Landlord: COMMERCIAL PROPERTY LANDLORD, INC., a __________________ corporation
3. Tenant: AGREEABLE TENANT, INC., a _________________ corporation
4. Building: The Building is a building to be built and consisting of the improvements to the real property described and depicted on Exhibit A. The address of the Building is __________________________________.
A. The Premises is located on the second floor of the Building and is shown on Exhibit B-1 attached to the Lease. In addition to Tenant's right to use and occupy the Premises, Tenant shall be entitled to use and occupy, for the placement of its Ancillary Equipment, the Tenant's Equipment Area. For purpose of this Summary and the Lease, the term "Ancillary Equipment" includes, but is not limited to, Tenant's back- up generator and related fuel storage tanks, antennas, dry coolers and related heating, ventilation and air conditioning ("HVAC") systems and equipment, fiber optic cable, conduits, horizontal and vertical shafts; electrical and power vaults, power lines from the main entry point into the Building, power lines from Tenant's back-up generator, and related systems and equipment. For the purpose of this Summary and the Lease, the term "Tenant's Equipment Area" means the risers, equipment pods, platforms and/or structurally supported roof areas identified and allocated for Tenant on Exhibit B-2 attached to the Lease.
B. Tenant shall have access to the Premises and to Tenant's Equipment Area twenty-four (24) hours per day, seven (7) days per week. Tenant shall obtain, in advance and at its own cost, all permits and approvals required from any municipal or governmental authority necessary for it to use and occupy Tenant's Equipment Area for Tenant's intended purposes and to install Tenant's Ancillary Equipment. Landlord's prior written approval, not to be unreasonably withheld, shall be obtained with respect to the specific equipment Tenant desires to place in Tenant's Equipment Area. Tenant acknowledges that Landlord may have reserved certain risers, pads, roof locations, and similar areas of the Building for lease to tenants who have in excess of building standard need for such areas.
6. RENTABLE AREA: The Rentable Area of the Premises is ________ square feet on the second floor of the Building. The Rentable Area consists of (i) the rentable square footage of the Premises for either full floor or partial floor tenants (as appropriate), increased by (ii) a common equipment core factor (the "Equipment Core Factor") of ____. The Equipment Core Factor has been computed by Landlord's architect and takes into account the areas of the Building (of which Tenant's Equipment Area is a pad) made available to tenants of the Building for the location of their Ancillary Equipment. At Landlord's or Tenant's request, the floor area of the Premises shall be remeasured by Landlord's architect after possession of the Premises is delivered to Tenant (but before the Rent Commencement Date), and to the extent the floor area is revised as a result of such remeasurement, the rentals and other charges set forth herein shall be equitably and proportionately adjusted (and the parties shall execute a written lease amendment to confirm the changes, if any).
7. PROPORTIONATE SHARE: Tenant's Proportionate Share is a fraction, stated in decimal terms, the numerator of which is the Rentable Area of the Premises and the denominator of which is _______. Tenant's Proportionate Share is agreed to be _________ percent (____%) (unless Tenant occupies additional space, in which event Tenant's Proportionate Share shall be recomputed, by using the increased Rentable Area as the numerator and __________ as the denominator).
8. LEASE COMMENCEMENT DATE AND DELIVERY DATE: It is understood and agreed that, notwithstanding the fact that the Lease Commencement Date and the Delivery Date shall be the same date, which shall be the date of substantial completion of Landlord's Work as described in Exhibit C to the Lease, this Lease shall be effective on the Effective Date. It is understood and agreed that in the event that Tenant is authorized to have access to the Premises prior to the Delivery Date all of the terms and conditions of this Lease, except for the obligation to pay Base Rent and, if applicable, Additional Rent, shall commence in accordance with paragraph 9 below, the terms and conditions of this Lease shall then be in effect.
9. RENT COMMENCEMENT DATE: The Rent Commencement Date is ninety (90) days following the Delivery Date. The Rent Commencement Date is the date on which the Base Rent and the Additional Rent shall commence being paid by Tenant.
10. EXPIRATION DATE: The last day of the month which is __________ (____) years after the Rent Commencement Date, subject to the terms contained in Section.
11. LEASE TERM: From the Lease Commencement Date to the Expiration Date, unless extended or sooner terminated in accordance with the Lease.
12. RENEWAL OPTIONS:
A. Landlord grants to Tenant two (2) options to extend the Lease Term for an additional period of five (5) years each ("Renewal Term"), under the terms and conditions hereinafter set forth. Tenant may only validly exercise the aforesaid options to extend if: (a) the Lease is in fill force and effect at the time of the exercise of said option, and the Tenant is not in default of the Lease at such time and at the time that the extension of the Term would take effect; (b) Tenant shall be in possession of the entire Premises, except to the extent that a different party is properly in possession of all or any part of the Premises pursuant to the terms of the Lease, and (c) Tenant shall have exercised the option to extend by delivering a notice (the "Notice") in writing to the Landlord not later than twelve (12) months prior to the expiration of the then-current Lease Term. Failure to exercise the first option shall result in the automatic termination of the second option.
B. The Base Rent for each Renewal Term shall be the then-effective "Market Rent" as determined in accordance with this section, but in no event shall such Market Rent be less than the Base Rent in effect at the conclusion of the prior Term. "Market Rent", including escalations for successive years, shall be determined by Landlord in its reasonable judgment. Landlord's determination shall be based upon then-current and projected rents in the Building, adjusted for any special conditions applicable to such space and lease;, for location, length of term, amounts of space and other factors that Landlord deems relevant in computing rents for space in the Building, including adjustments for anticipated inflation. Landlord shall determine the Base Rent for the first year of any Renewal Term on a price per square foot basis ("Renewal Term Rental Rate"). The Renewal Term Rental Rate shall then be multiplied by the Rentable Area. Thereafter, the first year Base Rent for the Renewal Term will be annually adjusted (on the anniversary date of the beginning of the Renewal Term) by three percent (3.0%) compounded annually. Landlord shall provide Tenant in writing with its determination of the then-effective Market Rent within thirty (30) days after receipt of the Notice. Landlord and Tenant shall negotiate in good faith to agree upon such Market Rent; provided, however, that if Tenant is not satisfied with Landlord's determination of Market Rent, Tenant may, prior to the day nine (9) months before the Expiration Date for the then current Lease Term either (i) withdraw the Notice, or (ii) submit the determination of Market Rent to Binding Arbitration pursuant to the provisions of paragraph 12C of this Summary. The election of (i) or (ii) shall be in writing.
C. If Tenant elects Binding Arbitration to determine the Market Rent, then with such election Tenant shall identify an independent real estate appraiser licensed in ___________, ___________ County, ___________, with at least ten (10) years experience in telecommunications leasing and appraising in the central downtown business district. Landlord shall, within fifteen (15) days, select a similarly experienced appraiser, and the two promptly shall select a third appraiser with similar qualifications. The appraisers shall be instructed to determine within thirty (30) days the Market Rent for the Premises as of the beginning of the Renewal Term in question, assuming the Premises are delivered to a tenant in their "as-is" condition, but with all of Tenant's equipment removed (it being agreed that for this purpose Tenant's equipment shall not include light fixtures, HVAC systems and equipment and fire suppression system and equipment, which shall be deemed to remain in the Premises). The average of the two brokers who are closest together in rental rate shall be deemed to be the Market Rent. The Market Rent so established shall be subject to Three percent (3.0%) annual increases, and in no event shall it be less than the Base Rent then in effect for the Premises increased by three percent (2.0%). All other economic and other terms of this Summary (including, by way of example only, the Additional Rent provisions) and of the Lease shall remain in fill force and effect Ewing any Renewal Term. Landlord and Tenant independently shall pay the appraiser they select and shall share equally the cost of the third appraiser.
13. BASE RENT: Beginning on the Rent Commencement Dale (it being understood that the table shown below reflects Base Rent for __________ (____) years from the Rent Commencement Date and which Base Rent begins at $______ per Rentable Square Foot and escalates at the rate of 3% compounded annually through the Term, and additionally increased by $_____ per Rentable Square Foot after the fifth, tenth and fifteen years of the Term), Tenant shall pay the Base Rent described below, p]us applicable sales taxes and applicable local taxes
YEAR RENT/SF ANNUAL BASE RENT MONTHLY BASE RENT
[insert schedule of base rentals]
14. ADDITIONAL RENT: Additional Rent consists of Tenant's Proportionate Share of the sum of Operating Charges, the Real Estate Taxes and any other expenses passed through to Tenant under the Lease, as more filly set forth in Article 5 of the Lease.
15. OPERATING CHARGES: As described in Article 5 of the Lease.
16. REAL ESTATE TAXES: As described in Article 5 of the Lease.
17. SECURITY DEPOSIT PAID: No security deposit shall be required to be paid hereunder.
18. USE OF PREMISES: The installation, operation, and maintenance of telecommunications equipment and transmission facilities, including, but not limited to, a local and long distance switch, node, customer co-location, public and private peering and related equipment, together with general offices and other uses normally related thereto and permitted by law.
19. PARKING SPACES: Tenant may lease up to its proportionate share of ___________ (____) parking spaces within the Building at the then-prevailing market rate for covered parking spaces within the central business district of ___________, ___________, and up to _____ (_____) additional off-site, uncovered parking spaces on an unreserved basis at a location to be designated by Landlord within one thousand (1000) feet of the Building at the then-prevailing market rate for parking spaces. Notwithstanding the foregoing, Landlord shall have the right, upon thirty (30) days' written notice to Tenant, to recapture up to five (5) of Tenant's parking spaces, if, in Landlord's reasonable discretion, Landlord elects to use such spaces for tenant equipment areas; provided, however, that Landlord shall recapture parking spaces proportionately from all tenants based substantially on their leaseable floor area in the Building.
20. TENANT'S ADDRESS FOR NOTICES:
21. TENANT'S REPRESENTATIVE FOR BUILD-OUT:
22. TENANT'S APPROVED CONTRACTOR:
23. BROKER(S): Landlord recognizes __________________ as the brokers in connection with this transaction, and they shall be compensated pursuant to a separate letter agreement.
24. TENANT ACCESS FOR TENANT WORK: Tenant shall be &anted access to the Premises for the purpose of performing its Tenant Work commencing on the Delivery Date; provided, that in no event may Tenant commence any Tenant Work until Tenant has received Landlord's written approval of all of Tenant's plans and specifications for such work, the approval of Tenant's proposed contractor, and of the location of Tenant's Equipment within the Tenant's Equipment Area, which approval shall not be unreasonably withheld or delayed. Tenant shall pay a reasonable market rate fee to Landlord for its review of Tenant plans and supervision of Tenant's proposed construction.
25. EQUIPMENT TESTING: Tenant shall test and otherwise "exercise" its redundant HVAC and power equipment and facilities on a regular periodic basis, although such testing shall be in accordance with reasonable rules and regulations established by Landlord from time-to-time in its discretion for the purpose of reducing the inconvenience to other tenants of the Building, as well as synchronize the timing of exercising all equipment of all tenants in the Building.
26. MANAGEMENT. The Building shall be professionally managed for Landlord by a management company (which may be affiliated with Landlord) selected by Landlord.
27. CORPORATE GUARANTY. ____________ has executed a corporate Guaranty of Lease, winch is attached to the Lease and made a part thereof as Exhibit F.
28. TENANT EXECUTION AND DELIVERY. Notwithstanding anything to the contrary herein or in the Lease, Tenant expressly covenants and agrees that the execution and delivery of this Summary and the tease by Tenant constitutes an offer by Tenant to lease the Premises on the terms and conditions stated in the Summary and Lease, and that Tenant may not withdraw this offer to lease unless Landlord fails to execute and deliver fully executed counterparts of the Summary and Lease on or before 5:00 pm (EST), _______________.
29. COVENANTS. Landlord covenants that it shall not lease any space within the Building to the following entities: _________________________. The parties further agree and acknowledge that Tenant shall have the exclusive right to provide a general building cross-connection point for telecommunications services within the Building, also known as a "meet me room". The rates charged by the Tenant to tenants in the Building for connection to the cross-connection point (meet me room) shall not exceed the current market rates ("Current Market Rates") in effect for such services from time to time. The existing market rates ("Existing Rates") for each individual connection to the cross-connection point (meet me room) are as follows: T1/El - $_____ per connection; DS3 - $____ per connection; OC-3 - $____ per connection. The Existing Rates shall not be subject to adjustment in accordance with changes in the Current Market Rates for a period of one (1) year from the date of this Lease. Thereafter, the Existing Rates shall be adjusted in accordance with changes in the Current Market Rates then in effect. In no event shall this general building cross-connection point preclude other tenants in the Building from using the riser space within the Building to service their own conduit or to interconnect with others who are co-locating in such tenant's space.
30. TENANT IMPROVEMENTS. Tenant covenants and agrees to spend at least $____ per square foot of Rentable Area for tenant improvements (which for these purposes shall be deemed to include all hard and soft costs paid for tenant improvements and for equipment, and shall also include all fees and expenses paid by the tenant to consultants, including fees and expenses paid to _______________ or its respective affiliates) within 18 months after the earlier of the Rent Commencement Date of this Lease or the substantial completion of the Building ("Completion Date"). In the event that such improvements are not completed on or before the Completion Date, such failure shall constitute a default by Tenant under this Lease. In order to evidence completion of such improvements and the expenditure of the sums set forth above, Tenant shall deliver substantiation of such expenditures to Landlord-within thirty (30) days of the expiration of the 18 month period described above. Any objections to such substantiation shall be given by Landlord to Tenant in writing and Tenant shall have thirty (30) days from its receipt of such notice to provide Landlord with evidence of compliance.
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