Ground Lease Agreement

Commercial Ground Lease with Lessee to Construct Improvements and Option to Renew

Lease Agreement made on the day of , 20 , between , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Lessor, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Lessee.

Whereas, Lessor is the sole owner of certain land located at , , and more fully described below, which it desires to lease to Lessee; and

Whereas, Lessee is a corporation that desires and is empowered to lease said property; and

Whereas, the parties desire to enter into a lease agreement to define their respective rights, duties, and liabilities concerning such a lease;

Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Description of Premises and Purpose. Lessor hereby leases to Lessee, for the purpose of conducting in and on such premises a lawful business and for no other purpose, the land and property described in Exhibit A which is attached to and made a part of this Lease Agreement. Said property described in Exhibit A is hereafter referred to as Premises.

2. Term. The initial term of this Lease Agreement shall be for years, commencing on , and ending on . As used in this Lease Agreement, the expression term of this Lease Agreement refers to the initial term and to any renewal of this Lease Agreement as provided below.

3. Rent

A. Lessee agrees to pay and Lessor agrees to accept $ for and as the monthly rent for the Premises commencing upon execution of this Lease Agreement.

B. In addition to the rents as above stated, Lessee shall pay to Lessor a sum equal to % of the amount received by Lessee from rental on subleases of Premises.

C. All rent payments shall be made in lawful money of the United States and shall be paid to Lessor at , or to such other address as Lessor shall notify Lessee of in writing at , .

D. Within days after the end of each calendar year of this Lease Agreement, during the term of this Lease Agreement beginning on the first calendar year following the receipt by Lessee of a rent payment of one of its sublessees, Lessee shall deliver to Lessor a complete statement signed by a duly authorized officer of Lessee showing accurately and in reasonable detail the full amount of all rents collected by Lessee from Lessee's sublessees.

E. Lessee agrees that Lessor or Lessor's agents may during normal business hours inspect Lessee's books and records for the purpose of verifying Lessee's statement of rent collections.

F. It is understood that all sums collected by Lessee from its sublessees for the sublessees' share of taxes, insurance, common-area maintenance, and repairs shall not be deemed to be rents collected by Lessee for the purpose of ascertaining Lessor's share under the percentage arrangement above stated.

G. Such rents shall be absolutely net to Lessor so that this Lease Agreement shall, except as provided to the contrary in this Lease Agreement, yield net to Lessor the rent as provided above, to be paid in each year during the term of this Lease Agreement. All costs, expenses, and obligations of every kind and nature whatever, relating to the Premises, or any improvements on the Premises, which may arise or become due during the term of this Lease Agreement, shall be paid by Lessee. Lessor shall be indemnified and saved harmless by Lessee from and against same.

4. Delivery of Possession. If Lessor, for any reason whatever, cannot deliver possession of the Premises to Lessee at the commencement of the term of this Lease Agreement, as specified above, this Lease Agreement shall not be void or voidable, nor shall Lessor be liable to Lessee for any loss or damage resulting from such nondelivery; but in that event, there shall be a proportionate reduction of rent covering the period between the commencement of the term of this Lease Agreement and the time when Lessor can deliver possession.

5. Warranties of Title and Quiet Possession. Lessor covenants that Lessor is seized of the Premises in fee simple and has full right to make and enter into this Lease Agreement and that Lessee shall have quiet and peaceable possession of the Premises during the term of this Lease Agreement.

6. Uses Prohibited. Lessee shall not use, or permit the Premises, or any part of the Premises, to be used, for any purpose or purposes other than the purpose or purposes for which the Premises are leased under this Lease Agreement. No use shall be made or permitted to be made of the Premises, or acts done, which will cause a cancellation of any insurance policy covering the building located on the Premises, or any part of such building, nor shall Lessee sell, or permit to be kept, used, or sold, in or about the Premises, any article that may be prohibited by the standard form of fire insurance policies. Lessee shall, at its sole cost, comply with all requirements, pertaining to the Premises, of any insurance organization or company, necessary for the maintenance of insurance, as provided in this Lease Agreement, covering any building and appurtenances at any time located on the Premises.

7. Waste and Nuisance Prohibited. During the term of this Lease Agreement, Lessee shall comply with all applicable laws affecting the Premises, the breach of which might result in any penalty on Lessor or forfeiture of Lessor's title to the Premises. Lessee shall not commit, or suffer to be committed, any waste on the Premises, or any nuisance.

8. Abandonment of Premises. Lessee shall not vacate or abandon the Premises at any time during the term of this Lease Agreement. If Lessee abandons, vacates, or surrenders the Premises, or is dispossessed by process of law, or otherwise, any personal property belonging to Lessee and left on the Premises shall be deemed to be abandoned, at the option of Lessor, except such property as may be encumbered to Lessor.

9. Lessor’s Right of Entry. Lessee shall permit Lessor and the agents and employees of Lessor to enter into and on the Premises at all reasonable times for the purpose of inspecting the Premises, or for the purpose of posting notices of nonresponsibility for alterations, additions, or repairs, without any rebate of rent and without any liability to Lessee for any loss of occupation or quiet enjoyment of the Premises occasioned by the entry. Lessee shall permit Lessor and its agents and employees, at any time within the last years prior to the expiration of this Lease Agreement, to place on the Premises any usual or ordinary "To Let" or "To Lease" signs and exhibit the Premises to prospective tenants at reasonable hours.

10. Encumbrance of Lessee’s Leasehold Interest

A. Lessee may encumber by mortgage or deed of trust, or other proper instrument, its leasehold interest and estate in the Premises, together with all buildings and improvements placed by Lessee on the Premises, as security for any indebtedness of Lessee.

B. If Lessee shall encumber its leasehold interest and estate in the Premises and if Lessee or the holder of the indebtedness secured by the encumbrance shall give notice to Lessor of the existence of the encumbrance and the address of the holder, then Lessor will mail or deliver to the holder, at such address, a duplicate copy of all notices in writing which Lessor may, from time to time, give to or serve on Lessee under and pursuant to the terms and provisions of this Lease Agreement.

11. Subletting and Assignment. Lessee may sublet the Premises in whole or in part without Lessor's consent, but the making of any sublease shall not release Lessee from, or otherwise affect in any manner, any of Lessee's obligations under this Lease Agreement. Lessee shall not assign or transfer this Lease Agreement, or any interest in this Lease Agreement, without the prior, express, and written consent of Lessor, and a consent to an assignment shall not be deemed to be a consent to any subsequent assignment.

12. Notice

A. All notices, demands, or other writings in this Lease Agreement provided to be given or made or sent, or which may be given or made or sent, by either party to the other, shall be deemed to have been fully given or made or sent when made in writing and deposited in the United States mail, registered and postage prepaid, and addressed as follows:

1. To Lessor:

2. To Lessee:

B. The address to which any notice, demand, or other writing may be given or made or sent to any party as above provided may be changed by written notice given by the party as above provided.

13. Taxes and Assessments

A. Taxes as additional rental. As additional rental under this Lease Agreement, Lessee shall pay and discharge as they become due, promptly and before delinquency, all taxes, assessments, rates, charges, license fees, municipal liens, levies, excises, or imposts, whether general or special, or ordinary or extraordinary, of every name, nature, and kind whatever, including all governmental charges of whatever name, nature, or kind, which may be levied, assessed, charged, or imposed, or which may become a lien or charge on or against the Premises...

B. Assessments affecting improvements. Specifically and without in any way limiting the generality of the provisions of Paragraph A of this Section, Lessee shall pay all special assessments and levies or charges made by any municipal or political subdivision for local improvements...

C. Taxes Excepted. In spite of anything in this section to the contrary, Lessee shall not be required to pay any estate, gift, inheritance, succession, franchise, income, or excess profits taxes that may be payable by Lessor or Lessor's legal representative, successors, or assigns...

D. Contesting Taxes. If Lessee shall, in good faith, desire to contest the validity or amount of any tax, assessment, levy, or other governmental charge agreed in this section to be paid by Lessee, Lessee shall be permitted to do so, and to defer payment of such tax or charge, the validity or amount of which Lessee is so contesting, until final determination of the contest, on giving to Lessor written notice prior to the commencement of any such contest, which shall be at least days prior to delinquency, and on protecting Lessor on demand by a good and sufficient surety bond against any such tax, levy, assessment, rate, or governmental charge, and from any costs, liability, or damage arising out of any such contest.

E. Disposition of rebates. All rebates on account of any taxes, rates, levies, charges, or assessments required to be paid and paid by Lessee under the provisions of this Lease Agreement shall belong to Lessee...

F. Receipts. Lessee shall obtain and deliver receipts or duplicate receipts for all taxes, assessments, and other items required under this Lease Agreement to be paid by Lessee, promptly on payment of any such taxes, assessments, and other items.

14. Construction of New Building

A. Plans and specifications. On or before , Lessee shall, at Lessee's sole expense, prepare plans and specifications for buildings to be erected on the Premises which shall provide for a . The plans and specifications shall be submitted to Lessor for Lessor's written approval or any revisions required by Lessor.

B. Arbitration. If plans and specifications are not approved by Lessor and Lessee in writing within days after they are first submitted to Lessor, then Lessor and Lessee shall each select an arbitrator...

C. Performance Bond. Prior to the commencement of any construction on new buildings, Lessee shall furnish Lessor with a good and sufficient surety bond guaranteeing the completion of the building and the payment of all bills in connection with the work.

D. Alterations, Improvements, and Changes Permitted. Lessee shall have the right to make such alterations, improvements, and changes to any building that may, from time to time, be on the Premises as Lessee may deem necessary, or to replace any building with a new one of at least equal value...

E. Disposition of new improvements. Any new building constructed by Lessee on the Premises, and all alterations, improvements, changes, or additions made in or to the Premises shall be the property of Lessor, and Lessee shall have only a leasehold interest in them, subject to the terms of this Lease Agreement.

15. Repairs and Destruction of Improvements

A. Maintenance of Improvements. Lessee shall, throughout the term of this Lease Agreement, at its own cost, and without any expense to Lessor, keep and maintain the Premises...

B. No obligation by lessor to make improvements. Lessor shall not be obligated to make any repairs, replacements, or renewals...

C. Lessee's Compliance with Laws. Lessee shall also comply with and abide by all federal, state, county, municipal, and other governmental statutes, ordinances, laws, and regulations affecting the Premises...

D. Damage to and Destruction of Improvements. The damage, destruction, or partial destruction of any building or other improvement that is a part of the Premises shall not release Lessee from any obligation under this Lease Agreement...

E. Damage or Destruction Occurring toward End of Term. In spite of anything to the contrary in the immediately preceding paragraphs of this Section 15, in case of the destruction of more than % of the improvements on the Premises or damage to %, the buildings from any cause so as to make them untenantable occurring during the last years of the term of this Lease Agreement, Lessee may elect to terminate this Lease Agreement by written notice served on Lessor within days after the occurrence of the damage or destruction.

F. Election not to Terminate. If, in the event of destruction or damage during the last years of the term of this Lease Agreement, Lessee does not elect to terminate this Lease Agreement, the proceeds of all insurance covering the damage or destruction shall be made available to Lessee for repair or replacement, and Lessee shall be obligated to repair or rebuild the improvements as provided above.

16. Utilities. Lessee shall fully and promptly pay for all water, gas, heat, light, power, telephone service, and other public utilities of every kind furnished to the Premises throughout the term of this Lease Agreement...

17. Liens

A. Lessee's Duty to keep Premises Free of Liens. Lessee shall keep all and every part of the Premises and all buildings and other improvements at any time located on the Premises free and clear of any and all mechanics', material suppliers', and other liens...

B. Written Notice. Lessee shall give Lessor written notice no less than days in advance of the commencement of any construction, alteration, addition, improvement, or repair estimated to cost in excess of $ in order that Lessor may post appropriate notices of Lessor's non-responsibility.

C. Contesting liens. If Lessee desires to contest any lien, it shall notify Lessor of its intention to do so within days after the filing of the lien...

D. Indemnification. In the event of any such contest, Lessee shall protect and indemnify Lessor against any and all loss, expense, and damage resulting from the contest.

18. Indemnification of Lessor. Lessor shall not be liable for any loss, injury, death, or damage to persons or property...

19. Attorney’s Fees. If any action at law or in equity shall be brought to recover any rent under this Lease Agreement, or for or on account of any breach of, or to enforce or interpret any of the covenants, terms, or conditions of this Lease Agreement, or for the recovery of the possession of the Premises, the prevailing party shall be entitled to recover from the other party, as part of the prevailing party's costs, reasonable attorney's fees...

20. Option to Renew. Lessor grants to Lessee, subject to the conditions set forth below, the right and option to renew this Lease Agreement for a period of years, beginning on , and expiring on , at a rental determined as provided above...

This option must be exercised by the giving to Lessor, on or before , a written notice of the exercise of the option by Lessee...

21. Sidewalk Space. Lessor does not lease to Lessee any space under, in, or on any street or sidewalk adjacent to the Premises but does license Lessee, subject to all the terms and provisions of this Lease Agreement, and at Lessee's sole risk, the right to the use of any space under, in, or on any adjacent street or sidewalk as Lessor itself may have...

22. Redelivery of Premises. Lessee shall pay the rent and all other sums required to be paid by Lessee under this Lease Agreement in the amounts, at the times, and in the manner provided in this Lease Agreement, and shall keep and perform all the terms and conditions on its part to be kept and performed...

23. Remedies Cumulative. All remedies conferred on Lessor in this Lease Agreement shall be deemed cumulative and no one exclusive of the other, or of any other remedy conferred by law.

24. Insurance

A. Insurance Coverage of Premises. Lessee shall, at all times during the term of this Lease Agreement and at Lessee's sole expense, keep all improvements that are now or later a part of the Premises insured against loss or damage by fire and the extended coverage hazards for $ of the full replacement value of the improvements...

B. Personal Injury Liability Insurance. Lessee shall maintain in effect throughout the term of this Lease Agreement personal injury liability insurance covering the Premises and its appurtenances and the sidewalks fronting on them in the amount of $ for injury to or death of any one person, and $ for injury to or death of any number of persons in one occurrence, and property damage liability insurance in the amount of $ and insurance on all boilers and other pressure vessels, fired or unfired, in the sum of $.

C. Lessor's Right to Pay Premiums on Behalf of Lessee. ... Each insurer mentioned in this section shall agree, by endorsement on the policy or policies issued by it, or by independent instrument furnished to Lessor, that it will give to Lessor days' written notice before the policy or policies in question shall be altered or canceled.

D. Definition of Full Replacement Value. ... only at intervals of not less than years, to have such full replacement value redetermined by the fire insurance company...

... The determination shall be binding for a period of years ... If during any such -year period, Lessee shall have made improvements to the Premises...

E. Adjustment of Coverage. ...

F. Blanket Insurance Policies. ...

G. Cost of insurance deemed additional rental.

25. Prohibition and Effect of Involuntary Assignment; Effect of Bankruptcy or Insolvency

A. Prohibition of Involuntary Assignment. ...

B. Effect of Bankruptcy. ... if such receiver is not discharged within a period of days after his or her appointment...

26. Notice of Default

A. ... Lessee shall not be deemed to be in default ... unless Lessor shall first give to Lessee days' written notice of the default and Lessee fails to cure the default within days.

B. ... Lessee shall not be deemed to be in default ... unless Lessor shall first give to Lessee days' written notice of the default, and Lessee fails to cure the default within the -day period...

27. Default. ...

28. Lessor’s Right to Perform. If Lessee ... shall be in default under this Lease Agreement and such failure shall continue for a period of days after written notice from Lessor ... All amounts payable by Lessee to Lessor ... shall bear interest from the date they become due until paid at the rate of % per annum, compounded annually.

29. Lessee’s Right of First Refusal to Purchase Premises. ... Lessee shall have days after such notice in which to execute a written agreement ... If Lessor shall so notify Lessee and Lessee shall fail to execute the agreement within the -day period...

30. Lessee’s Option to Terminate. Lessee shall have the right, by written notice to Lessor given at least days prior to: (a) the expiration of the first -year period ... or (b) the expiration of any subsequent -year period ... effective on the expiration of the -year or -year period.

31. Effect of Eminent Domain

A. Effect of total condemnation. ...

B. Effect of Partial Condemnation. ... Lessee shall have the right to terminate this Lease Agreement as of the date of the taking on giving to Lessor written notice of termination within days after Lessor has notified Lessee in writing that the property has been so appropriated or taken.

E. ... which improvements shall be deemed to amortize in equal annual amounts over the period commencing with the date of completion of the improvements and ending on .

32. Surrender of Lease. The voluntary or other surrender of this Lease Agreement by Lessee, or a mutual cancellation of this Lease Agreement, shall not work a merger, and shall, at the option of Lessor, terminate all or any existing subleases or subtenancies or may, at the option of Lessor, operate as an assignment to it of any or all such subleases or subtenancies.

33. Disposition of Improvements on Termination of Lease. On termination of this Lease Agreement for any cause, Lessor shall become the owner of any building or improvements on the Premises...

34. Transfer of Security. If any security is given by Lessee to secure the faithful performance of all or any of the covenants of this Lease Agreement on the part of Lessee, Lessor may transfer or deliver the security, as such, to the purchaser of the reversion...

35. Waiver. ...

36. Effect of Lessee’s Holding Over. Any holding over after the expiration of the term of this Lease Agreement, with the consent of Lessor, shall be construed to be a tenancy from month-to-month...

37. Governing Law. This Lease Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

38. Entire Agreement. This Lease Agreement shall constitute the entire agreement between the parties...

39. Modification of Agreement. Any modification of this Lease Agreement or additional obligation assumed by either party in connection with this Lease Agreement shall be binding only if evidenced in a writing signed by each party or an authorized representative of each party.

40. Additional Documents. The parties agree to execute whatever papers and documents may be necessary to effectuate the terms of this Lease Agreement.

41. Mandatory Arbitration. Notwithstanding the foregoing, and anything herein to the contrary notwithstanding, any dispute under this agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

Acknowledgment (form may vary state by state)

Attach Exhibits