LEASE AGREEMENT 717: LEASE OF OFFICE BUILDING TO SINGLE TENANT WITH USE OF UNDERGROUND PARKING GARAGE $99.95
SINGLE TENANT OFFICE LEASE AGREEMENT
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 following Basic Lease Information is hereby incorporated into and made a part of this Lease. Each reference in this Lease to any of the Basic Lease Information shall mean the respective information hereinabove set forth and shall be construed to incorporate all of the terms provided under the particular paragraph pertaining to such information. In the event of any conflict between any Basic Lease Information and the Lease, the latter shall control.
Land: The real property outlined on Exhibit "A" attached hereto.
Building: A _____ story building located at ____________ Street in ____________, currently in the planning and design stage, to be constructed on a portion of the Land in the location and configuration generally shown on Exhibit "A" in accordance with this Lease, which shall include a ____________ level underground parking garage (the "Phase I Garage").
Premises: All space located in the entire Building, exclusive of (i) approximately ______ square feet of space that will be located on the ground floor generally in the area outlined on the floor plan attached hereto as Exhibit "A-1", which shall be designated more specifically on Landlord's Plans (the "Excluded Space"), and (ii) the Phase I Garage.
Phase I: The Land, the Building (including the Premises, the Excluded Space and the Phase I Garage) and any other improvements located on or under the Land.
Project: The Project shall consist of Phase I. The Project may be expanded to include other land and improvements and/or reconfigured in the future by Landlord.
Rentable Area of the Premises: Approximately _______ rentable square feet. The Premises will be measured for the purposes of rentable square footage to the exterior surface of the outside walls or exterior glass lines, not including exterior planters, with no deductions for vertical penetrations or architectural details (such that, among other things, there are no deductions for indentations or additions for ledges or cornices).
Within thirty (30) days after substantial completion of the Base Building, Landlord will provide to Tenant a certification of Landlord's architect with respect to its calculations of the actual Rentable Area of the Premises, and the Rentable Area shown in such certification shall be conclusive and binding on the parties for purposes of calculating Monthly Base Rent, Tenant's Share and the Tenant Allowance hereunder and not subject to remeasurement; provided, however, that Tenant shall have a period of fifteen (15) business days after receipt of such certification to verify Landlord's architect's measurements and calculation (without conducting a physical remeasurement of the Premises) and, if Tenant discovers an error in Landlord's architect's determination of Rentable Area in excess of one percent (1%) of the stated Rentable Area, Landlord shall cause Landlord's architect to recalculate and recertify the Rentable Area and such recalculation shall be conclusive and binding on the parties. If the Rentable Area of the Premises has not been verified prior to the Commencement Date, Monthly Base Rent, Tenant's Share and the Tenant Allowance shall be determined based on Landlord's architect's initial determination of the Rentable Area, and a retroactive adjustment (if and as appropriate) shall be made to Monthly Base Rent, Tenant's Share and/or the Tenant Allowance at such time as the Rentable Area is finally verified as provided in this paragraph.
Parking Spaces: _____ spaces (with the portion of such spaces that are "compact" spaces not to exceed the percentage allowed by applicable Laws that affect the Project; provided, however, that such percentage of the parking spaces that are "compact" spaces shall not exceed 10% unless such greater percentage is required by applicable Laws) will be provided for Tenant's use in accordance with Paragraph 33.
Tenant's Use of the Premises: General office, sales, research and development (excluding uses that involve the use of Hazardous Substances, as defined in Paragraph 39, beyond levels typical for office use).
Lease Term: _____ (___) years (the "Initial Term"), with the right to extend for two (2) additional five (5) year terms (each an "Extension Term") in accordance with Paragraph 42. Tenant also shall have a limited right to holdover for a period of three months (the "Holdover Term") in accordance with, and subject to the terms and conditions of, Paragraph 14(a). The Initial Term, any Extension Term(s) and/or any Holdover Term shall collectively be defined as the "Term".
Scheduled Rent Commencement Date: _______ (___) days after the Delivery Date.
Tenant Allowance: $___ per rentable square foot of the Rentable Area of the Premises.
Monthly Base Rent: $____ per rentable square foot of the Rentable Area of the Premises.
Monthly Base Rent Adjustment: On each anniversary of the Commencement Date, the Monthly Base Rent shall increase by four percent (4%) of the Monthly Base Rent for the immediately prior year.
Tenant's Share: _____%
Security Deposit: None.
Guarantor of Lease: None.
Landlord's Broker: ________________________
Tenant's Broker: ____________________________
Broker's Fee or Commission, if any, paid by: Landlord, pursuant to separate agreement
1. PREMISES AND PROJECT.
(a) PREMISES. Upon and subject to the terms, covenants and conditions hereinafter set forth, Landlord hereby leases to Tenant and Tenant hereby hires from Landlord, the "Premises" (as defined in the Basic Lease Information).
(b) PROJECT. The term "Project" shall mean Phase I (as defined in the Basic Lease Information). In addition, if Landlord (or one or more affiliates of Landlord) acquires any or all of the Additional Land, at Landlord's sole election (exercisable by delivering written notice thereof to Tenant) the term "Project" may be revised to include such Additional Land and any of the buildings, parking structures and improvements constructed on the Additional Land that is acquired by Landlord (or one or more affiliates of Landlord) that Landlord designates as being included in the Project (such Additional Land and improvements being defined herein as the "Future Phases"). Landlord may expand the land and improvements that are included in the "Project" to include (i) all or any portion of the Future Phases, and/or (ii) any other property acquired by Landlord or its affiliates (as such term is defined at any given time), regardless of whether the Future Phases or any such other property is leased to Tenant or leased to, sold to or occupied by a third party or third parties. Such expansion may include parking facilities that are physically connected to the Phase I Garage and, at Landlord's sole election, are jointly operated with the Phase I Garage (the Phase I Garage, together with all other parking facilities included in the Project as is exists from time to time (if any), being defined herein as the "Project Garage"). Landlord shall deliver written notice to Tenant of Landlord's intent to expand the Project, identifying the property and improvements which will be added to the Project and including a new Exhibit "A" reflecting the addition to the Project. Any such Project Expansion shall be effective on the date designated by Landlord in its notice to Tenant.
(c) CONSTRUCTION OF FUTURE PHASES. Landlord may construct additional buildings and improvements on the Land or Additional Land in such locations as Landlord may determine, in its sole discretion. Tenant acknowledges that during any such construction and development, Landlord, its tenants, and their respective employees, contractors and agents will require access across and through the Project Common Area for purposes of construction and development of additional buildings and improvements in the Project (as it may exist from time to time) and use of portions of the Project Common Area for construction staging in connection with such construction and development, including, without limitation, for the storage of all necessary materials, tools and equipment. Landlord shall not be liable to Tenant for any interference with Tenant's use of the Project Common Area with respect to such construction and development activities or any noise, vibration, or other disturbance to Tenant's business at the Premises which may result from such activities, so long as the Building's structural components and Building Systems are not materially adversely affected by such activities, the Project continues to be in compliance with all applicable Laws, Tenant at all times has reasonable access to the Building and use of the Minimum Parking as provided in Paragraph 33, and Landlord takes commercially reasonable steps to minimize any material adverse effect on Tenant's Permitted Use of the Premises arising from such activities. Landlord shall, at Landlord's expense, repair any damage to the Building's structural components or Building Systems that results from Landlord's construction and development activities, provided that Landlord's obligation to make any such particular repair shall not commence until Tenant notifies Landlord in writing of any circumstances which Tenant believes may trigger Landlord's obligations. Tenant shall cooperate with Landlord in connection with any construction or development activities with respect to any such construction of buildings or improvements, including, without limitation, by cooperating in any parking restrictions and limitations during such activities as more specifically provided in Paragraph 33.
(d) COMMON AREA. The term "Common Area" or "Project Common Area" shall mean all areas and facilities within the Project that are not designated by Landlord, from time to time, for the exclusive use of Tenant or any other tenant or other occupant of the Project, that are located outside the building envelopes of the Building and of any other buildings now or hereafter located in the Project. Project Common Areas shall include, without limitation, the Project Garage, facilities and equipment servicing the Project as a whole or the Project Garage, access and perimeter roads and ramps, pedestrian sidewalks, landscaped areas, plaza areas, trash enclosures, recreation areas and the like.
(g) CC&RS. The operation of the Project Common Area (including the Project Garage), and access to, from and between various portions of the Project Common Area, may, at Landlord's election, be governed by conditions, covenants and restrictions and/or reciprocal easements and/or reciprocal licenses (any of the foregoing being defined herein collectively as "CC&Rs"), as Landlord may otherwise determine in its discretion are necessary or desirable in connection with the Initial Development (such CC&Rs being defined herein collectively as the "Initial CC&Rs") between the owners of portions of the Project, including, without limitation, in order to provide necessary or appropriate access over, across and from the Common Area (including any ramps between the parking structures, roadways and drive aisles located thereon) to other portions of the Common Area and/or to any other property which is included in the Project, and/or that encumber portions of the Project for the benefit of other portions of the Project or the adjacent City property (or reciprocally benefit each other), and/or in order to provide sufficient parking for any portion of the Project or in connection with the City Parking Rights, and/or that allocate costs of the operation, maintenance, repair Project and/or Project Common Area among the owners of portions of the Project in a reasonable and customary manner. The Initial CC&Rs may be recorded against the Project by Landlord at any time, at Landlord's election, and will at all times be superior in priority to this Lease, provided that the Initial CC&Rs do not materially adversely affect Tenant's Permitted Use of the Premises, Tenant's Minimum Parking as provided in Paragraph 33, or reasonable access to the Premises, except as contemplated by this Lease. Landlord shall have the right to make reasonable modifications to the Initial CC&Rs during the Term, or to create additional CC&Rs affecting all or portions of the Project, provided that such modifications or additional CC&Rs do not materially adversely affect Tenant's Permitted Use of the Premises, Minimum Parking as provided in Paragraph 33 or access to the Premises, and Tenant's cost of occupancy of the Premises are not materially increased and/or Tenant's rights under this Lease are not materially diminished as a result solely of such modifications or additional CC&Rs (except as required by applicable governmental authority, quasi-governmental authority, or Laws), unless Tenant consents to such modifications or additional CC&Rs in writing in advance, which consent shall not be unreasonably withheld, conditioned or delayed.
(e) USE OF THE PREMISES AND COMMON AREA. Tenant may use and occupy the Premises for the purposes specified in the Basic Lease Information ("Permitted Use"), subject to the terms and conditions of this Lease, and for no other use or purpose without the prior written consent of Landlord. Landlord shall have the right to grant or withhold consent to a use other than the Permitted Use in its sole discretion. Tenant shall be entitled to the nonexclusive use of the Common Area with Landlord and other occupants (if any) of the Project in accordance with the limitations and restrictions in this Lease and the Rules and Regulations established by Landlord from time to time; provided, however, that if Landlord reconfigures the Project or sells a portion of the Project (including, without limitation, if the Project Garage is owned by an entity other than Landlord), Landlord shall assure to Tenant that Tenant shall continue to have reasonable access to the Premises and Tenant's Minimum Parking as provided in Paragraph 33 through the Initial CC&Rs or subsequent CC&Rs or other like mechanism. Notwithstanding anything to the contrary in the Basic Lease Information or in this Lease, Tenant understands and agrees that (a) the Parking REA, the Initial CC&Rs and such additional CC&Rs as Landlord may elect to record against the Project as provided in Paragraph 1(g) , and/or (b) a ground lease, and /or (c) certain other Encumbrances recorded in the official records of _____________ County (collectively, the Parking REA, the Initial CC&Rs, any additional CC&Rs, any ground lease and any Encumbrances are sometimes collectively referred to herein as the "Encumbrances") may encumber the Land and/or Project now or in the future, and that Tenant's occupancy and use of the Premises and use of the Project Common Area may be restricted by such Encumbrances. If necessary, Tenant shall execute such documents as are reasonably necessary to cause this Lease to become subordinate to any such Encumbrances, provided that Tenant shall have been provided with a true, correct and complete copy thereof prior to the date hereof or, with respect to future CC&Rs, ground lease or Encumbrance, prior to its effective date, and any approval given by Landlord hereunder shall be limited to the matters covered by such approval with respect to this Lease only and shall not be interpreted to include any approval or consent in respect of the CC&R's, ground lease or Encumbrance; provided, however, that such Encumbrances that are not created and/or recorded in connection with the Initial Development shall not materially adversely affect Tenant's Permitted Use of the Premises, Minimum Parking as provided in Paragraph 33 or access to the Premises, and do not materially increase Tenant's cost of occupancy of the Premises or materially restrict Tenant's rights under this Lease except as required by applicable governmental authority, quasi-governmental authority, or Laws, unless Tenant consents to such Encumbrance in writing in advance, which consent shall not be unreasonably withheld, conditioned or delayed.
2. TERMS AND POSSESSION.
(a) TERM. The term of this Lease (the "Term") shall commence on the Commencement Date (as defined below) and, unless sooner terminated pursuant to the express provisions of this Lease, shall expire on the date that is one day prior to the tenth anniversary of the Commencement Date (subject to extension in accordance with Paragraph 42 to the date that is one day prior to the fifth anniversary of any exercised Extension Term) (such date being the "Expiration Date"). The "Commencement Date" shall be the earlier to occur of (i) the Scheduled Rent Commencement Date set forth in the Basic Lease Information, (ii) the date on which Tenant has substantially completed the Tenant Improvements in accordance with the Work Letter, or (iii) the date upon which Tenant actually commences business in any portion of the Premises.
(b) DELIVERY DATE. The "Delivery Date" shall be the date on which Landlord has (i) completed the construction components of the Base Building required to be completed by Landlord in order for the "Initial Tenant Work Date" (as defined in the Work Letter) to occur, and (ii) tendered possession of the Premises to Tenant subject to Landlord's continuing right to access the Premises and take all steps required to complete the Base Building. All of the rights and obligations of the parties under this Lease (other than Tenant's obligation to pay Monthly Base Rent and Additional Charges for Expenses and Taxes) shall commence on the Delivery Date. Tenant shall be deemed to occupy the Premises from and after the Delivery Date. Within five (5) business days after the Delivery Date, the parties shall execute a letter confirming the Delivery Date and certifying that Tenant has accepted delivery of the Premises (the "Delivery Date Memorandum"). Either party's failure to request execution of, or to execute, the Delivery Date Memorandum shall not in any way alter the Delivery Date.
(c) CONSTRUCTION OF IMPROVEMENTS. Completion of the Base Building (as defined in the Work Letter) by Landlord and the Tenant Improvements by Tenant shall be governed by the terms and conditions of Work Letter which is attached hereto as Exhibit "C". Tenant's obligation to construct the Tenant Improvements pursuant to the Work Letter is independent of, and in addition to, Tenant's obligation to pay Rent under this Lease. Landlord represents and warrants to Tenant that to Landlord's best knowledge, upon substantial completion of the Base Building Improvements, the Land and Building will not be in violation of any applicable Laws, subject to completion of the Tenant Improvements to the extent such completion is required for compliance with any Law ("Landlord's best knowledge" being defined for such purposes as the current actual knowledge of Landlord after reasonably appropriate and diligent inquiry in connection with the acquisition of the Land and design and construction of the Base Building). Tenant represents and warrants to Landlord that, to Tenant's best knowledge, upon substantial completion of the Tenant Improvements, the Premises will not be in violation of any applicable Laws ("Tenant's best knowledge" being defined for such purposes as the current actual knowledge of Tenant after reasonably appropriate and diligent inquiry in connection with the design and construction of the Tenant Improvements). Except as otherwise expressly set forth herein, Tenant acknowledges that Landlord has not made any representation or warranty with respect to the construction of the Base Building or the condition of the Premises or the Project Common Area, or with respect to the suitability or fitness of any of the foregoing for the conduct of Tenant's permitted use or for any other purpose. By occupying the Premises, Tenant shall be deemed to have accepted the same as suitable for the purpose herein intended, subject to completion of items on Landlord's architect's punch list with respect to the Base Building. In connection with the construction of the Base Building, Landlord shall obtain customary construction warranties for the Building skin and windows for a period of not less than one year, and for the roof for a period of not less than ten years. Upon Tenant's request, Landlord shall use reasonable efforts to enforce such warranties. If Tenant is not satisfied, in Tenant's reasonable discretion, with Landlord's actions in enforcing such warranties, Tenant may upon written notice to Landlord take any actions necessary in Tenant's reasonable judgment to enforce such warranties directly, and Landlord shall take all commercially reasonable action to cooperate with Tenant, including assigning to Tenant Landlord's rights with respect to such warranties.
(d) CERTIFICATE OF OCCUPANCY. After substantial completion of the Tenant Improvements (as defined in the Work Letter), Tenant shall immediately apply for, and use best efforts to obtain within fifteen (15) business days, a certificate of occupancy (or equivalent documentation) for the Premises. Tenant shall promptly deliver to Landlord copies of the certificate of occupancy, and all other permits, consents and approvals from the appropriate governmental agencies which are necessary for occupancy and operation of the Premises as contemplated by this Lease to the extent they are requested by Landlord. Tenant shall, no later than ninety (90) days after the date of issuance by the City of ____________ of a Certificate of Occupancy or its equivalent concerning the Tenant Improvements, occupy a portion of the Premises. This Paragraph 2(d) shall not be construed as an obligation of Tenant to continuously occupy the Premises.
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