Lease Completion Agreement

LEASE COMPLETION AGREEMENT

This Lease Completion Agreement (the Agreement) is made as of by and between Landlord: and Tenant: (each a Party and together the Parties).

RECITALS

WHEREAS, Landlord and Tenant entered into a lease agreement dated (the Lease) concerning certain premises described as (the Premises);

WHEREAS, pursuant to the Lease, Tenant was required to complete certain construction, improvements, repairs and/or other work (the Work) at the Premises, and the Parties now desire to document the completion, final acceptance, payment and mutual release in respect of the Work; and

WHEREAS, Landlord and Tenant have verified completion of the Work by final inspection on or about and now desire to evidence final settlement and release of claims related to the Work.

NOW, THEREFORE

In consideration of the mutual covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Completion Date" means the date on which the Work is certified as complete by the Party designated in the Lease and any required final inspections have been performed: .

1.2 "Final Payment" means the sum agreed between the Parties to be paid to settle all outstanding contractor, subcontractor and supplier claims with respect to the Work in the amount of .

2. COMPLETION, ACCEPTANCE AND PUNCHLIST

2.1 Certification of Completion. Tenant certifies that the Work has been completed in accordance with the requirements of the Lease, subject only to the limited items described in the Punchlist. Landlord shall perform a final inspection on the Final Inspection Date set forth above and shall provide written acceptance or a final Punchlist within seven (7) days of such inspection.

2.2 Conditional Acceptance. If Landlord delivers a Punchlist, Tenant shall promptly correct such items within the period specified by Landlord. Upon completion of corrective work, Landlord shall issue written final acceptance. Acceptance shall not waive claims for latent defects or fraud.

3. FINAL PAYMENT, RETAINAGE AND SECURITY DEPOSIT

3.1 Final Payment. Upon Landlord's issuance of written final acceptance, Landlord shall pay Tenant or Contractor the Final Payment stated above, subject to lawful setoffs, permitted deductions and receipt of conditional lien waivers as set forth in Section 5.

3.2 Release of Retainage. Any retainage being held under the Lease or related contracts in the amount of shall be released in accordance with the terms of this Agreement upon receipt of the final unconditional lien waivers described below.

3.3 Security Deposit. Except as otherwise set forth herein, the security deposit held under the Lease shall be addressed as follows:

4. RELEASES AND WAIVERS

4.1 Mutual Release. Upon receipt of the Final Payment and the documentation required by Section 5, each Party releases and discharges the other Party, and its officers, directors, agents, employees, contractors and assigns, from all claims, demands, causes of action, costs and liabilities arising out of or related to the Work, except for (a) claims arising from gross negligence or willful misconduct; (b) express warranties that survive under the Lease; and (c) claims expressly reserved in writing in this Agreement.

4.2 Survival. Obligations that by their nature are intended to survive termination or expiration of the Lease or this Agreement, including indemnities and warranties, shall survive.

5. LIENS, WAIVERS AND DOCUMENTATION

5.1 Prior to disbursement of the Final Payment or release of retainage, Tenant shall deliver to Landlord fully executed unconditional lien waivers/releases from all contractors, subcontractors and suppliers who performed Work or supplied materials, together with sworn statements and evidence of payment to subcontractors where requested. Landlord may withhold payment for any valid and recorded lien or outstanding claim.

5.2 If any lien or claim is asserted against the Premises or the funds held for payment, Tenant shall promptly take commercially reasonable actions, at Tenant's expense, to remove, bond over or otherwise resolve such lien or claim.

6. REPRESENTATIONS AND WARRANTIES

6.1 Each Party represents and warrants that it has full power and authority to enter into and perform this Agreement, that the person executing this Agreement on its behalf is authorized to do so, and that the execution and performance will not violate any other agreement or law.

6.2 Tenant further represents that, to the best of Tenant's knowledge, all subcontractors and suppliers have been paid through the date of this Agreement except as specifically identified in writing and attached hereto.

7. INDEMNIFICATION

7.1 Tenant shall indemnify, defend and hold harmless Landlord and its agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the Work, except to the extent caused by Landlord's gross negligence or willful misconduct.

8. NOTICES

All notices, demands or communications required or permitted by this Agreement shall be given in writing to the addresses set forth below or such other address as a Party designates by written notice in accordance with this Section. Notices shall be effective upon receipt.

9. DEFAULT, REMEDIES AND COSTS

In the event of a breach of this Agreement, the non-breaching Party shall be entitled to all remedies available at law or in equity, including recovery of costs and reasonable attorneys' fees incurred in enforcing this Agreement, unless otherwise limited herein.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state applicable under the Lease.

10.2 Entire Agreement. This Agreement, together with the Lease and any written attachments or exhibits referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations or agreements, whether written or oral.

10.3 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

11. AMENDMENTS, WAIVER AND COUNTERPARTS

11.1 Amendments. This Agreement may be amended only by a written instrument duly executed by both Parties.

11.2 Waiver. No waiver by either Party of any breach shall constitute a waiver of any other breach or of any subsequent breach.

11.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic or facsimile signatures shall be binding as originals.

12. MISCELLANEOUS

The Parties acknowledge that they have read this Agreement, understand its terms, and execute it voluntarily. Headings are for convenience only and shall not affect interpretation. Any obligation to pay money hereunder shall be subject to applicable setoffs and lawful deductions.

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