COMMERCIAL LEASE AGREEMENT
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This
Commercial Lease Agreement ("Lease") is made and effective [Date], by
and between [Landlord]
("Landlord") and [Tenant]
("Tenant"). Landlord
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] Landlord
makes available for lease a portion of the Building designated as [Suite or Other Number of Leased Building]
(the "Leased Premises"). Landlord
desires to lease the Leased Premises to Tenant, and Tenant desires to
lease the Leased Premises from Landlord 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.
Landlord hereby leases the Leased Premises to Tenant, and Tenant hereby
leases the same from Landlord, for an "Initial Term" beginning
[Start Date]
and ending [End
Date]. Landlord
shall use its best efforts to give Tenant possession as nearly as
possible at the beginning of the Lease term. If Landlord is unable to
timely provide the Leased Premises, rent shall abate for the period of
delay. Tenant shall l make no other claim against Landlord for any such
delay. B.
Tenant may renew the Lease for one extended term of [Renewal
Term]. Tenant
shall exercise such renewal option, if at all, by giving written notice
to Landlord 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 covenants, conditions and provisions
as provided in this Lease. 2.
Rental. A.
Tenant shall pay to Landlord during the Initial Term rental of [Annual
Rent] per
year, payable in installments of [Monthly
Rental Amount]
per month. Each installment payment shall be due in advance on the first
day of each calendar month during the lease term to Landlord at [Landlord's
Designated Payment Address]
or at such other place designated by written notice from Landlord or
Tenant. The rental payment amount for any partial calendar months
included in the lease term shall be prorated on a daily basis. Tenant
shall also pay to Landlord 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, Tenant shall not use the Leased Premises for the purposes
of storing, manufacturing or selling any explosives, flammables or other
inherently dangerous substance, chemical, thing or device. 4.
Sublease and Assignment. Tenant
shall have the right without Landlord's consent, to assign this Lease to
a corporation with which Tenant may merge or consolidate, to any
subsidiary of Tenant, to any corporation under common control with
Tenant, or to a purchaser of substantially all of Tenant's assets.
Except as set forth above, Tenant shall not sublease all or any part of
the Leased Premises, or assign this Lease in whole or in part without
Landlord's consent, such consent not to be unreasonably withheld or
delayed. 5.
Repairs. During
the Lease term, Tenant shall make, at Tenant'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. Tenant,
at Tenant's expense, shall have the right following Landlord'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 Tenant may deem desirable, provided the same are made in a
workmanlike manner and utilizing good quality materials. Tenant 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 Tenant at the commencement of the Lease term or
placed or installed on the Leased Premises by Tenant thereafter, shall
remain Tenant's property free and clear of any claim by Landlord. Tenant
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 Tenant at Tenant's expense. 7.
Property Taxes. Landlord
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
Landlord's personal property, if any, on the Leased Premises. Tenant
shall be responsible for paying all personal property taxes with respect
to Tenant'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 Tenant or
any of Tenant's agents, employees or invitees, rent shall not be
diminished or a bated while such damages are under repair, and Tenant
shall be responsible for the costs of repair not covered by insurance. B.
Landlord shall maintain fire and extended coverage insurance on the
Building and the Leased Premises in such amounts, as Landlord shall deem
appropriate. Tenant shall be responsible, at its expense, for fire and
extended coverage insurance on all of its personal property, including
removable trade fixtures, located in the Leased Premises. C.
Tenant and Landlord 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 Landlord, such insurance to afford
minimum protection of not less than $1,000,000 combined single limit
coverage of bodily injury, property damage or combination thereof.
Landlord shall be listed as an additional insured on Tenant's policy or
policies of comprehensive general liability insurance, and Tenant shall
provide Landlord with current Certificates of Insurance evidencing
Tenant's compliance with this Paragraph. Tenant shall obtain the
agreement of Tenant's insurers to notify Landlord that a policy is due
to expire at least (10) days prior to such expiration. Landlord shall
not be required to maintain insurance against thefts within the Leased
Premises or the Buil ding. 9.
Utilities. Tenant
shall pay all charges for water, sewer, gas, electricity, telephone and
other services and utilities used by Tenant on the Leased Premises
during the term of this Lease unless otherwise expressly agreed in
writing by Landlord. In the event that any utility or service provided
to the Leased Premises is not separately metered, Landlord shall pay the
amount due and separately invoice Tenant for Tenant's pro rata share of
the charges. Tenant shall pay such amounts within fifteen (15) days of
invoice. Tenant acknowledges that the Leased Premises are designed to
provide standard office use electrical facilities and standard office
lighting. Tenant shall not use any equipment or devices that utilizes
excessive electrical energy or which may, in Landlord's reasonable
opinion, overloads the wiring or interferes with electrical services to
other tenants. 10.
Signs. Following
Landlord's consent, Tenant shall have the right to place on the Leased
Premises, at locations selected by Tenant, any signs which are permitted
by applicable zoning ordinances and private restrictions. Landlord may
ref use consent to any proposed signage that is in Landlord's opinion
too large, deceptive, unattractive or otherwise inconsistent with or
inappropriate to the Leased Premises or use of any other tenant.
Landlord shall assist and cooperate with Tenant in obtaining any
necessary permission from governmental authorities or adjoining owners
and occupants for Tenant to place or construct the foregoing signs.
Tenant shall repair all damage to the Leased Premises resulting from the
removal of signs installed by Tenant. 11.
Entry. Landlord
shall have the right to enter upon the Leased Premises at reasonable
hours to inspect the same, provided Landlord shall not thereby
unreasonably interfere with Tenant's business on the Leased Premises. 12.
Parking. During
the term of this Lease, Tenant shall have the non-exclusive use in
common with Landlord, other tenants 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 Landlord. Landlord reserves
the right to designate parking areas within the Building or in
reasonable proximity thereto, for Tenant and Tenant's agents and
employees. Tenant shall provide Landlord with a list of all license
numbers for the cars owned by Tenant, its agents and employees.
Separated structured parking, if any, located about the Building is
reserved for tenants of the Building who rent such parking s paces.
Tenant hereby leases from Landlord [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 Tenant of
such spac es, Tenant 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. Tenant
will comply with the rules of the Building adopted and altered by
Landlord 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 Landlord to Tenant 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 Tenant's purposes, then Tenant
shall have the right within ninety (90) days following damage to elect
by notice to Landlord 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 Premises unusable for
Tenant's purposes, Landlord shall promptly repair such damage at the
cost of the Landlord. In making the repairs called for in this
paragraph, Landlord 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 Landlord. Tenant shall be relieved from paying rent and other
charges during any portion of the Lease term that the Leased Premises
are inoperable or unfit for occupancy, or use, in whole or in part, for
Tenant'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 advance payments shall
be refunded to Tenant. The provisions of this paragraph extend not only
to the matters aforesaid, but also to any occurrence which is beyond
Tenant's reasonable control and which renders the Leased Premises, or
any appurtenance thereto, inoperable or unfit for occupancy or use, in
whole or in part, for Tenant's purposes. 15.
Default. If
default shall at any time be made by Tenant in the payment of rent when
due to Landlord as herein provided, and if said default shall continue
for fifteen (15) days after written notice thereof shall have been given
to Tenant by Landlord, or if default shall be made in any of the other
covenants or conditions to be kept, observed and performed by Tenant,
and such default shall continue for thirty (30) days after notice
thereof in writing to Tenant by Landlord without correction thereof then
having been commenced and thereafter diligently prosecuted, Landlord may
declare the term of this Lease ended and terminated by giving Tenant
written notice of such intention, and if possession of the Leased
Premises is not surrendered, Landlord may reenter said premises.
Landlord shall have, in addition to the remedy above provided, any other
right or remedy available to Landlord on account of any Tenant default,
either in law or equity. Landlord shall use reasonable efforts to
mitigate its damages. 16.
Quiet Possession. Landlord
covenants and warrants that upon performance by Tenant of its
obligations hereunder, Landlord will keep and maintain Tenant 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
Landlord 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. Tenant
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 extensions thereof, but Tenant 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 discretion. Landlord 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 Tenant
agrees upon demand to execute such further instruments subordinating
this Lease or attorning
to the holder of any
such liens as Landlord may request. In the event that Tenant should fail
to execute any instrument of subordination herein require d to be
executed by Tenant promptly as requested, Tenant hereby irrevocably
constitutes Landlord as its attorney-in-fact to execute such instrument
in Tenant's name, place and stead, it being agreed that such power is
one coupled with an interest. Tenant agrees that it will from time to
time upon request by Landlord execute and deliver to such persons as
Landlord shall request a statement in recordable form certifying that
this Lease is unmodified and in full force and effect (or if there have
been modifications, 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 Landlord is not in default
hereunder (or if Tenant alleges a default stating the nature of such
alleged default) and further stating such other matters as Landlord
shall reasonably require. 19.
Security Deposit. The
Security Deposit shall be held by Landlord without liability for
interest and as security for the performance by Tenant of Tenant's
covenants and obligations under this Lease, it being expressly
understood that the Security Deposit shall not be considered an advance
payment of rental or a measure of Landlord's damages in case of default
by Tenant. Unless otherwise provided by mandatory non-waivable law or
regulation, Landlord may commingle the Security Deposit with Landlord' s
other funds. Landlord 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 Tenant hereunder. Following any such application of the
Security Deposit, Tenant shall pay to Landlord on demand the amount so
applied in order to restore the Security Deposit to its original amount.
If Tenant is not in default at the termination of this Lease, the
balance of the Security Deposit remaining after any such application
shall be returned by Landlord to Tenant. If Landlord transfers its
interest in the Premises during the term of this Lease, Landlord 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 Canada Post certified mail,
return receipt requested, addressed as follows: If
to Landlord to: [Landlord] [Landlord's
Address] If
to Tenant to: [Tenant] [Tenant's
Address] Landlord
and Tenant 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. Tenant
represents that Tenant was not shown the Premises by any real estate
broker or agent and that Tenant 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 Landlord or Tenant 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 other 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 Landlord or Tenant 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,
Landlord and Tenant shall execute a Memorandum of Lease to be recorded
for the purpose 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 Landlord
and Tenant and their respective legal representatives, successors and
assigns. 26.
Consent. Landlord
shall not unreasonably withhold or delay its consent with respect to any
matter for which Landlord's consent is required or desirable under this
Lease. 27.
Performance. If
there is a default with respect to any of Landlord's covenants,
warranties or representations under this Lease, and if the default
continues more than fifteen (15) days after notice in writing from
Tenant to Landlord specifying the default, Tenant 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 Tenant shall have been
fully reimbursed 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 Tenant's
receiving full reimbursement, Landlord shall pay the unreimbursed
balance plus accrued interest to Tenant on demand. 28.
Compliance with Law. Tenant
shall comply with all laws, orders, ordinances and other public
requirements now or hereafter pertaining to Tenant's use of the Leased
Premises. Landlord shall comply with all laws, orders, ordinances and
other public requirements 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.
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