Individual Space Lease in Shopping Center with
Lessor Constructing Shopping Center Lease Agreement made on the __________________ (date), between
__________________ (Name of Lessor), a corporation organized and existing under
the laws of the state of __________________ (name), with its principal office located at
_____________________________________________ (street address, city, county,
state, zip code), referred to herein as Lessor, and __________________ (Name of
Lessee), a corporation organized and existing under the laws of the state of
__________________ (name), with its principal office located at
_____________________________________________ (street address, city, county,
state, zip code), referred to herein as Lessee.
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: I. Demise and Description of Premises.A. Lessor leases to Lessee and Lessee leases from Lessor that
certain commercial building (the Demised Premises) situated at
_____________________________________________ (street address, city,
county, state, zip code) , a description of which is more particularly indicated on
and described in Exhibit A, attached to and by this reference made a part of this
Lease Agreement, together with all easements, rights, improvements, and
appurtenances in connection with the property. The Demised Premises are a part
of __________________ (name of shopping center), a commercial area (the
Commercial Center), containing other store buildings, a parking area, and
common facilities for the use and benefit of all tenants of the Commercial Center.
The Commercial Center, parking area, and common facilities are shown in
Exhibit B, which is attached to and by this reference made a part of this Lease
Agreement.
B. The term common facilities as used in this Lease Agreement shall be
construed to include those facilities within the Commercial Center for the
exclusive use of Lessee in common with other authorized users and shall include
but not be limited to sidewalks, planted areas, open means of ingress and
egress, and the structure advertising the common name given to the Commercial
Center.II. Construction I Improvements.A. Lessor's Obligation. Lessor shall construct, at its sole expense, all of the
facilities of the Commercial Center as shown in Exhibit B and the Demised
Premises for Lessee's use and occupancy as shown in Exhibit A, such Demised
Premises to be constructed in accordance with plans and specifications to be
approved in writing by Lessor and Lessee prior to the commencement of
construction of the Demised Premises.B. Commencing Construction. Lessor will commence the construction of
the Demised Premises as soon as is reasonably possible after the plans and
specifications for construction have been mutually approved in writing, and will
diligently prosecute construction to completion. Lessor shall proceed with the
paving and lighting of the parking area in accordance with plans and
specifications for the area so that the parking area will be available for use at the
time of the commencement of the term of this Lease Agreement.C. Construction Delays and Work Stoppages. No delay in the completion
of the construction required of Lessor under this Lease Agreement, caused by
government regulations, inability to procure labor or materials, strikes, acts of
God, or other causes similar or dissimilar beyond the control of Lessor, shall be a
basis for a claim of lack of diligence on the part of Lessor.D. Financing of Construction. It is agreed that Lessor shall not be obligated
to proceed with the construction of the Demised Premises unless and until
financing acceptable to Lessor is obtained. Should such financing not be
obtainable within __________________ (number) months after completion of
final plans and specifications, Lessor may so notify Lessee in writing, and this
Lease Agreement shall then terminate, and each of the parties shall be released
and discharged from any and all liability and responsibility under this Lease
Agreement.
III. Parking Area and Common Facilities.A. Maintenance. Lessor, throughout the term of this Lease Agreement, shall
maintain and keep the parking area and common facilities of the Commercial
Center in good order, condition, and repair, including but not limited to adequate
lighting, painting, drainage, supervision, and the like, but all costs and expenses
incurred in connection with such matters, including but not limited to taxes,
repairs, janitorial expense, and public liability insurance, shall be charged to the
tenants of the entire Commercial Center. Lessee shall pay _______% of the total
of such charges as its pro rata share within __________________
(number) days after receipt of a statement for those charges. In no event shall
the statements be rendered more frequently than quarterly in each calendar year.
B. Use. Lessee and all those having business with it will, in common with the
other tenants and their customers and others having business with them, have
the right to use and enjoy the parking area and common facilities for their
intended purposes, except that no trucks belonging to Lessee, to suppliers of
Lessee, or to delivery agents of Lessee shall be admitted to the parking area at
any time. Lessee shall instruct its employees not to park their vehicles in the
parking area and shall use its best efforts to enforce those instructions.
C. Parking Facilities. The parking areas as shown in Exhibit B will always
contain at least __________________ (number) square feet for every
__________________ (number) square feet of area planned for leasing in the
Commercial Center. Lessor agrees that this ratio will continue to be maintained in
event of any expansion of facilities. Lessor reserves the right to rearrange or
relocate the parking and common areas without diminishing the use of such
areas or the parking ratio.
D. Governing Regulations. Lessee will comply and cause its employees
and agents to comply with all rules and regulations adopted by Lessor in
connection with the use of the parking area and common facilities, and with all
supplements to and amendments of such rules and regulations that Lessor may
subsequently adopt. All rules and regulations shall pertain to the safety, care,
use, and cleanliness of the parking area and common facilities and the
preservation of good order in and on such parking area and common facilities.
No rules or regulations now in effect or subsequently adopted shall be
inconsistent with any provisions of this Lease Agreement or unreasonably
interfere with Lessee's use and enjoyment of the Demised Premises.E. Rules to Be Written. All rules and regulations and supplements to and
amendments of such rules and regulations that Lessor may adopt shall be in
writing, and a copy of the rules and regulations shall be delivered to Lessee.F. Violation of Regulations. If Lessee shall fail, within
__________________ (number) hours after receipt of written notice of any
violation of any rules or regulations by Lessee or its employees or agents, to cure
the violation, such failure shall constitute a default under this Lease Agreement.
IV. Rental and Related Charges.A. Basic Rent. Lessee shall pay Lessor as a fixed minimum annual rental for
the term of this Lease Agreement, at _________________________________
(street address, city, county, state, zip code), or such place as Lessor may from
time to time designate, $__________________, payable in installments of
$__________________ on the __________________ day of each month during
the term of this Lease Agreement.
B. Percentage Rent. In addition to the fixed minimum monthly rental set
forth above, Lessee shall pay to Lessor an additional rental in an amount equal
to _______% of the amount of Lessee's gross sales, as defined below, made
during each month of the term of this Lease Agreement.
C. Definition of Gross Sales. The term gross sales as used in this Lease
Agreement is defined as the total amount of actual gross charges made by
Lessee, its assignees, subtenants, concessionaires, or licensees for all
merchandise sold or services performed on or from the Demised Premises,
whether for cash or other consideration or on credit, regardless of collections or
payment of such charges. There shall be excluded from such gross sales the
following: 1. All discounts, credits, or allowances to customers;2. The amount of tax payable by reason of such sales or services or
payable under any tax law now in effect or which may subsequently be
adopted by duly constituted governmental authority, and federal excise
taxes on gross sales where the excise taxes are billed to the purchaser as
a separate item; 3.Cash refunds or amounts credited to previous payments; and 4.Bad debts, actually written off as such, although any later
collections of such debts will constitute new sales.D. Charges in Lieu of Percentage Rate. From and after the beginning of
the term of this Lease Agreement, for any business day on which Lessee fails to
open for business, Lessor will have the right to charge additional rent at the rate
of $__________________ for each such day in addition to the fixed minimum
monthly rental, unless conduct of business has been suspended and excused for
reasons permitted under any other provision of this Lease Agreement. Such
additional rent is to be billed by Lessor before and is due and payable at the time
for payment of the percentage rental for the preceding month.
V.Accounting by Lessee.A. Maintenance of Books and Records. Lessee shall at all times keep and
maintain accurate records of all business transactions and sales made in and
from the Demised Premises and shall cause all sales to be registered on cash
registers.B. Lessor's Right to Inspect Books and Records. Lessor shall have the right
at all reasonable times during business hours, through Lessor's authorized agent,
attorney, or accountant, to inspect and make copies of Lessee's records,
accounts, and books in any way bearing on such sales (including copies of tax or
information returns furnished any governmental authority), both at the Demised
Premises and at Lessee's central offices, or at any other office of Lessee at
which such books, records, and accounts may be kept, and to inspect the
records, accounts, and books in any way bearing on sales of any other person or
firm selling merchandise or performing services in or from any part of the
Demised Premises. All such information shall be held by Lessor, its agents,
attorneys, and accountants in strictest confidence.
C. Installation of Cash Registers. Lessee shall install on the Demised
Premises cash registers or other registers that may be acceptable to and
approved by Lessor, and such registers shall be equipped with a cumulative
totaling device, which shall be sealed. Lessee shall keep the daily, dated detail
strips from each register on file for a period of __________________
(number) days, and Lessor shall have the privilege of inspecting the detail strips
during that period.
D. Performance by Lessee. Performance of the covenants set forth in this
Section V shall be deemed a condition precedent to Lessee's right to continue in
possession of the Demised Premises.VI.Term.A. The term of this Lease shall be for a period of __________________
(number) years and shall commence on the occurrence of either of the following
events, whichever shall first occur: (i) __________________ (number) days after
the date Lessor notifies Lessee in writing that the Demised Premises are ready
for occupancy (the Demised Premises shall be ready for occupancy when all
construction work has been substantially completed and the Demised Premises
are in such condition as to permit Lessee to enter on them to install trade fixtures
and equipment and stock merchandise in and on the Demised Premises); or (ii)
the date Lessee actually commences to do business in and from the Demised
Premises.
B. When the commencement date of the term of this Lease Agreement has
been determined in the manner provided above, the date shall be inserted in the
space provided below and Lessee shall signify acceptance of the
commencement date. The commencement date of the term of this Lease
Agreement is __________________ (date).C. If the commencement date of the term of this Lease Agreement is other
than the first day of a calendar month, this Lease Agreement shall continue in full
force and effect for a period of __________________ (number) years from the
first day of the calendar month next succeeding the day of commencement.
VII. Security Deposit.A. Lessee has deposited with Lessor $__________________ receipt of
which is acknowledged by Lessor, as security for the full and faithful performance
of each term, provision, covenant, and condition of this Lease Agreement.
B. If Lessee defaults in respect of any of the terms, provisions, covenants, or
conditions of this Lease Agreement, including but not limited to the payment of
rent, Lessor may use, apply, or retain the whole or any part of the security for the
payment of any rent in default or for any other sum that Lessor may spend or be
required to spend by reason of Lessee's default.C. Should Lessee faithfully and fully comply with all of the terms, provisions,
covenants, and conditions of this Lease Agreement, the security or any balance
of the security shall be returned to Lessee, or, at the option of Lessor, to the last
assignee of Lessee's interest in this Lease Agreement at the expiration of the
term of the Lease Agreement.D. Lessee shall not be entitled to any interest on the security deposit.VIII.Occupancy and Acceptance of Premises. By entering onto and occupying the
Demised Premises, Lessee shall be deemed to acknowledge that the Demised
Premises are in good order and repair and that the Demised Premises have been
constructed substantially in accordance with the approved plans and specifications. The
entering onto the Demised Premises by Lessee for the purpose of the installation of
trade fixtures, furnishings, and equipment, or for the storage of merchandise, shall not
be construed as an acceptance of the Demised Premises.IX.Use of Premises.A. Purposes. Lessee shall use the Demised Premises for the purpose of
conducting on and from the Premises a __________________ (type of
business). No part of the Demised Premises shall be used for any other purpose
without the prior, express, and written consent of Lessor.
B. Business Name. The name of Lessee's business will be
__________________ (name), and will remain so and shall not be changed
except with the written consent of Lessor, which consent will not be withheld
unreasonably, providing that, in allowing changes, Lessee will be solely
responsible for any costs of changing the name as it is featured in any signs of
the Commercial Center.
C. Business Hours. Lessee will operate the Demised Premises and have
the Demised Premises fully open and available for business during the usual
business hours then being observed in the Commercial Center on each day,
except on such Sundays and holidays as Lessee may determine not to open for
business. During all such time as Lessee may be open for business, Lessee will
provide adequate personnel and sales force to service the customers of the
business. However, if Lessee is unable to comply with the provisions of this
section by reason of shortage of material, strikes, act of God, destruction of the
Demised Premises by fire, or any other reason or cause beyond Lessee's control
(the financial inability of Lessee excepted), Lessee shall not be deemed to be in
default under this Lease Agreement.
D. Public Auctions. No sale at auction by Lessee or others shall be made
on or from the Demised Premises.E. Maintenance of Premises. Lessee shall at all times maintain the
Demised Premises in a clean, neat, and orderly condition.F. Use Not to Violate Insurance. Lessee shall not use the whole or any part
of the Demised Premises, or permit any part of the Demised Premises to be
used, or permit any act whatever to be done on the Demised Premises, in a
manner that will violate or make void or inoperative any policy of insurance held
by Lessor.G. Storage of Merchandise. Lessee shall warehouse, store, or stock on the
Demised Premises, at all times during the term of this Lease Agreement, only
such goods, wares, and merchandise as Lessee intends to offer for sale at retail
in, at, or from the Demised Premises or use in connection with a service offered
by Lessee in the regular course of Lessee's business and shall use for office or
clerical purposes only such space in the Demised Premises as is from time to
time reasonably required for Lessee's business in and on the Demised Premises.H. Storage of Inflammable Materials. Lessee shall not keep or permit to be
kept at, in, or about the Demised Premises any gasoline, distillate, or other
petroleum product, or any other substance or material of an explosive or
inflammable nature in such quantities as may endanger any part of the Demised
Premises without the written consent of all insurance companies carrying fire or
rent insurance on all of the Commercial Center or any part of the Commercial
Center, or do any act or engage in any conduct that shall cause an increase in
the fire insurance rates covering the Commercial Center over those charged by
reason of the use of the Commercial Center of the character permitted to Lessee.I. Use Impairing Structural Strength. Lessee shall not permit the whole or
any part of the Demised Premises to be used in any manner that will impair the
structural strength of the Demised Premises or permit the installation of any
machinery or apparatus the weight or vibration of which may tend to injure or
impair the foundations or structural strength of the Demised Premises.J. Garbage Disposal. Lessee shall not burn or incinerate any rubbish,
garbage, or debris at, in, or about the Demised Premises and shall cause
containers, rubbish, garbage, and debris to be hauled away from the Demised
Premises for disposal prior to the accumulation of any substantial quantity.K. Public Regulations. In the conduct of its business in and about the
Demised Premises, Lessee shall observe and comply with all laws, ordinances,
and regulations of public authorities.
X.Promotion of Business. Lessee shall join and maintain membership in any
business organization that may be sponsored by Lessor for substantially all other
businesses in the Commercial Center and shall fully co-operate with Lessor in
promoting the use of such trade names and slogans as may be adopted by Lessor for
the Commercial Center.XI.Installation and Maintenance of Fixtures.A. Lessee shall purchase and install on the Demised Premises all trade
fixtures, lighting fixtures, floor coverings, all required equipment, and furnishings
to be installed on the Demised Premises and necessary or proper for the
operation of its business as expeditiously as possible and in any event not later
than __________________ (number) days after commencement of the term of
this Lease Agreement. However, if the installation of fixtures, furnishings, and
equipment is delayed by reason of strikes, lockouts, war, or any other cause or
causes beyond the control of Lessee (excluding financial inability), a time equal
to such delay or delays shall be added to the date on which installation shall be
completed.
B. All such trade fixtures, lighting fixtures, floor coverings, all required equipment, and furnishings shall be of first quality and commensurate in
appearance and in keeping with the Demised Premises. Throughout the term of
this Lease Agreement, Lessee shall maintain such items in good order, condition,
and repair, at its own expense.XII. Signs; Exterior Lighting and Fixtures.A. Lessee shall have the exclusive right to erect and maintain on the exterior
and interior of the Demised Premises, at its own expense, all signs necessary or
appropriate to the conduct of the business of Lessee; provided, however, that
Lessee shall not have the right to erect or maintain in or on the Demised
Premises any sign the erection, maintenance, or removal of which will operate to
decrease the value of the Demised Premises, without Lessor's prior consent in
writing.B. Any signs erected or placed in or on the Demised Premises by Lessee
may be removed by it at any time during the term or on the expiration or sooner
termination of this Lease Agreement and, on the written request of Lessor, must
be so removed on such expiration or termination. All damage caused by the
erection, maintenance, or removal of any and all such signs shall be fully
repaired at the expense of Lessee.C. Installation of all exterior signs on the Demised Premises, including the
roof of the Demised Premises, shall be subject to the prior written approval of
Lessor as to design, size, and location.
D. Lessee acknowledges that the Demised Premises are part of an
integrated and uniform commercial center and that control of exterior signs by
Lessor is essential to maintain uniformity and aesthetic values in the Commercial
Center.E. Lessee shall not install any exterior lighting, exterior plumbing facilities,
shades or awnings, amplifiers, or similar devices, or use any advertising medium
which may be heard or experienced outside the Demised Premises, such as
loudspeakers, without Lessor's prior, express, and written consent.XIII. Alterations, Changes, and Additions. No structural changes, alterations, or
additions shall be made by Lessee to the Demised Premises without the prior, express,
and written consent of Lessor. Any such structural change, alteration, or addition to or
on the Demised Premises made with the consent of Lessor shall remain for the benefit
of and become the property of Lessor, unless otherwise provided in the written consent.XIV. Defects; Defective Condition; Wind; Acts of Third Persons.A. Lessor's Liability. Lessor shall not be liable to Lessee for any damage or injury to Lessee or Lessee's property occasioned by any defect of plumbing,
heating, air cooling, air-conditioning equipment and ducts, electrical wiring or
insulation, gas pipes, or steam pipes, or from broken steps, or from the backing-
up of any sewer pipe, or from the bursting, leaking, or running of any tank, tub,
washstand, toilet, or waste pipe, drain, or any other pipe or tank in, on, or about
the Demised Premises, or from the escape of steam or hot water from any boiler
or radiator, or for any such damage or injury occasioned by water being on or
coming through the roof, stairs, walks, or any other place on or near the Demised
Premises unless Lessor neglects or fails to make necessary repairs required of it
to be made under the terms of this Lease Agreement after receipt of written
notice of the need for such repairs from Lessee, or for any such damage or injury
done or occasioned by the falling of any fixture, plaster, or stucco, or for any such
damage or injury caused by wind or by the act, omission, or negligence of
cotenants or of other persons, occupants of the same building or of adjacent
buildings or contiguous property.B. Waiver of Claims against Lessor. All claims against Lessor for any
damage or injury as provided in Paragraph A of this Section are waived by
Lessee, except those claims occasioned by Lessor's neglect or failure to make
repairs for which Lessor is responsible under the provisions of this Lease
Agreement, after due written notice by Lessee.XV. Casualty Damage; Repair; Abatement of Rent.A. Use of Partially Damaged Premises. In the event of partial damage or
destruction of the Demised Premises, Lessee shall continue to use the Demised
Premises for the operation of its business to the extent that it may be practicable
to do so from the standpoint of good business.B. Right to Terminate on Destruction of Demised Premises Where
Damage Exceeds _______% of Reconstruction Cost. Either party to this
Lease Agreement shall have the right to terminate this Lease Agreement if,
during the last __________________ (number) months of the term of this Lease
Agreement, the Demised Premises are damaged to an extent exceeding
_______% of the then reconstruction cost of the store building as a whole;
provided that, in such an event, termination of this Lease Agreement shall be
effected by written notice to that effect to the other party delivered
within __________________ (number) days of the happening of the casualty
causing the damage.
C. Repairs by Lessor. If the Demised Premises shall, either prior to the
beginning of or during the term of this Lease Agreement, be damaged or
destroyed by fire or by any other cause whatever beyond Lessee's control,
Lessor, except as otherwise specifically provided in this Lease Agreement, shall,
immediately on receipt of insurance proceeds paid in connection with the
casualty insurance, but in no event later than __________________
(number) days after the damage has occurred, proceed to repair or rebuild the
Demised Premises, including any additions or improvements made by Lessor or
by Lessee with Lessor's consent, on the same plan and design as existed
immediately before the damage or destruction occurred, subject to such delays
as may be reasonably attributable to governmental restrictions or failure to obtain
materials or labor, or other causes whether similar or dissimilar, beyond the
control of Lessor. Materials used in repair shall be as nearly like original
materials as may then be reasonably procured in regular channels of supply.
D. Excusable Delay. Whenever a strike, act of God, or cause beyond the
power of the party affected to control causes delay, the period of delay so caused
shall be added to the period limited in this Lease for the completion of such work,
reconstruction, or replacement.E. Reduction of Rent during Repairs. If Lessee continues to conduct
business during the making of repairs, the fixed minimum monthly rental will be
equitably reduced in the proportion that the unusable part of the Demised
Premises bears to the whole of the Demised Premises; but no change shall be
made in the method of computing the percentage rental, and there shall be no
reduction of the percentage rental.F. No Rent if Premises Unoccupied. No rental shall be payable while the
Demised Premises are wholly unoccupied pending the repair of casualty
damage.
G. Repair or Replacement of Fixtures. Lessee shall, as soon as reasonably
possible, replace or repair all fixtures in the Demised Premises that may be
damaged or destroyed by fire or any other cause whatever.XVI. Repairs.A. By Lessor. Lessor shall, at its own expense, repair any damage to the
Demised Premises occasioned by termites, dry rot, or fungus, and keep and
maintain the roof and exterior walls (plate glass and glazing excepted) of the
Demised Premises in good repair at all times, and will further keep and maintain
all underground plumbing in good order and repair, but not including the repair of
plumbing stopped up by reason of foreign matter introduced into the plumbing
fixtures. There shall be no obligation on the part of Lessor to make any of the
repairs required in this section unless and until Lessee gives Lessor at
least __________________ (number) days' written notice, advising Lessor of the
necessity of the repair or repairs, and Lessor shall not be liable to Lessee for any
loss or damage caused by any failure of Lessor to make any repairs required of it
under this section unless Lessor on receipt of such notice shall fail to proceed
with due diligence to make the repair or repairs. The phrase exterior walls as
used in this Section shall not be so construed as to require Lessor to make
repairs to the interior surfaces of the walls. Except as provided in this Section,
Lessee shall not call on Lessor to make any improvements or repairs whatever in
or on the Demised Premises.
B. By Lessee. Lessee shall, at its own expense, keep and maintain all of the
Demised Premises, including but not limited to air-conditioning equipment,
storefronts, bulkheads, exterior entry and exit doors, ornamental facing, plate
glass, and glazing in or on the Demised Premises, in good order, condition, and
repair, and in compliance with all applicable laws and regulations, during the
entire term of this Lease Agreement, except for those repairs required of Lessor
to be made and damage occasioned by fire, earthquake, or other cause or
causes as provided for in Section XV of this Lease Agreement.C. Emergency Repairs. In spite of the provisions of this section, if repairs
that Lessor is required to make under this section become immediately
necessary in order to avoid possible injury or damage to persons or property,
Lessee shall be entitled to make such repairs at a cost not to exceed
$__________________ for the account of Lessor without giving the required
notice.
XVII. Utilities. Lessee shall pay before delinquency all charges for water, gas, heat,
electricity, power, telephone service, and other similar charges incurred by Lessee with
respect to and during its occupancy of the Demised Premises.XVIII.Taxes. Lessee shall pay before delinquency all taxes levied or assessed on
Lessee's fixtures, equipment, and personal property in and on the Demised Premises,
whether or not affixed to the real property. If at any time after any tax or assessment
has become due or payable, Lessee, or its legal representative, neglects to pay such
tax or assessment, Lessor shall be entitled to pay the tax or assessment at any later
time and the amount so paid by Lessor shall be deemed to be additional rent for the
Demised Premises, due and payable by Lessee.XIX. Insurance.A. Insurance Companies. All policies of insurance to be kept and
maintained in force by the respective parties to this Lease Agreement shall be
obtained from good and solvent insurance companies.B. Lessee to Obtain Liability Insurance. Lessee shall, at its own expense,
at all times during the term of this Lease Agreement, maintain in force a policy or
policies of insurance, written by one or more responsible insurance carriers
designated by Lessor, which will insure Lessor against liability for injury to or
death of persons or loss or damage to property occurring in or about the
Demised Premises. Liability under such insurance shall not be less than
$__________________ for any one person killed or injured,
$__________________ for any one accident, and $__________________ for
property damage.
C. Lessee to Obtain Plate Glass Insurance. Lessee shall maintain and
keep in force adequate plate glass insurance on all plate glass on the Demised
Premises.D. Lessee to Obtain Workers' Compensation Insurance. Lessee shall
maintain and keep in force all workers' compensation insurance required under
the laws of __________________ (name of state) and such other insurance as
may be necessary to protect Lessor against any other liability to persons or
property arising under this Lease Agreement by operation of law, whether such
law is now in force or is adopted subsequent to the execution of this Lease
Agreement.
E. Lessee to Obtain Fire Insurance on Fixtures and Inventory. Lessee
shall maintain in force, at all times during the term of this Lease Agreement, on
all fixtures and equipment in and on the Demised Premises, a policy or policies of
fire insurance issued by companies approved by Lessor to the extent of at least -
_______% of the insurable replacement value of the fixtures and equipment, and
adequate inventory insurance, the proceeds of which will, so long as this Lease
Agreement is in effect, be used for the repair or replacement of the property so
insured. The policies shall name Lessor as a beneficiary.
F. Lessor to Obtain Fire Insurance on Premises. Lessor shall maintain in
force, at all times during the term of this Lease Agreement, a policy or policies of
fire insurance to the extent of at least _______% of the insurable value of the
Demised Premises. If permitted without additional charge, Lessor shall cause to
be indorsed on its fire insurance, and on any extended coverage policy or
policies, a waiver of the right of subrogation.
G. Lessee's Waiver of Casualty Insurance Proceeds. If the Demised
Premises shall be damaged or destroyed by fire, or other casualty so insured
against, Lessee shall claim no interest in any insurance settlement arising out of
any such loss where premiums are paid by Lessor, or where Lessor is named as
the sole beneficiary and shall execute any and all documents required by Lessor
or the insurance company or companies that may be necessary for use in
connection with a settlement of any such loss.H. Control of Insurance Proceeds to Avoid Taxable Gain. In spite of any
provision of this Section to the contrary, it is particularly agreed by the parties
that if the Demised Premises, including any improvements, additions, or
betterments, shall be damaged or destroyed in whole or in part, in any manner,
and the receipt of any insurance proceeds or other reimbursement for such
damage would result in the realization of taxable gain for federal or state
purposes, the party to whom the gain would be taxed shall have the right to take
any and all action respecting such proceeds or reimbursements as may be
necessary to enable the party to comply with any laws or regulations of the
appropriate taxing authorities, to the end that such gain will not be recognized for
tax purposes. Nothing contained in this Section shall be construed to entitle
Lessor to delay the making of any repairs to or restoration of all or any part of the building or improvements in the event of damage or destruction.I. Lessee's Failure to Insure. Should Lessee fail to keep in effect and pay
for such insurance as it is in this section required to maintain, Lessor may do so,
in which event the insurance premiums paid by Lessor shall become due and
payable. The failure of Lessee to pay such premiums on demand shall constitute
a breach of this Lease Agreement.XX.Transfer or Pledge of Leasehold Interest. Lessee shall not assign this Lease
Agreement or any interest in this Lease Agreement, or sublet the Demised Premises or
any part of the Demised Premises, or license the use of all or any part of the Demised
Premises or business conducted on or in the Demised Premises, or encumber or
hypothecate this Lease Agreement, without first obtaining the written consent of Lessor.
Any assignment, subletting, licensing, encumbering, or hypothecating of this Lease
Agreement without Lessor's prior written consent shall, at the option of Lessor,
terminate this Lease Agreement.XXI.Surrender of Premises. Lessee shall, at the termination of this Lease
Agreement, vacate the Demised Premises in as good condition as they were at the time
of entry on them by Lessee, except for reasonable use and wear, acts of God, or
damage by casualty beyond the control of Lessee. On vacating the Demised Premises,
Lessee shall leave them free and clear of all rubbish and debris.XXII.Noncompetition and Exclusive Mercantile RightsA. Similar Business Operated by Lessee. During the term of this Lease
Agreement, Lessee shall not directly or indirectly operate or conduct or be in any
way financially interested in any business similar in kind or character to the one
conducted on the Demised Premises which is located within a radius of
__________________ (number) miles of the Demised Premises. However, this
restriction shall not be applicable to those operations of Lessee existing at the
date of the execution of this Lease Agreement. As to such currently existing
operations within the above-designated radius, Lessee shall not enlarge such
operations or renew any Lease of Premises in which the operations are carried
out during the term of this Lease Agreement.
B. Exclusive Mercantile Rights in Lessee. So long as Lessee is conducting
regular business operations on the Demised Premises and is not in default under
any of the provisions of this Lease Agreement, Lessee shall have exclusive
mercantile rights in the Commercial Center, during the term of this Lease
Agreement, to the following types of merchandise: __________________ (types
of merchandise). Lessor shall not lease out to others or otherwise permit or allow
any space within the Commercial Center being developed in accordance with
Exhibit B to be used by others for the display or sale of merchandise which has
been designated above as constituting Lessee's principal line of merchandising.
This restriction shall not apply, however, to a department store handling such
above-described items as an incidental, but not principal, part of its business.
C. Lessee's Refraining From Competition. Lessee shall not engage in the
sale, distribution, or other form of merchandising, within the Commercial Center,
of the following types of merchandise: __________________ (types of
merchandise), which types of merchandise are the subject of grants of exclusive
mercantile rights to prior committed Lessees of the Commercial Center.
D. Enforcement of Exclusive and Noncompetitive Rights. Either Lessor
or Lessee may seek injunctive relief against the other, or against any third party
involved, to enforce the provisions of this section, after giving the party allegedly
violating such provisions written notice of the alleged violation and allowing
__________________ (number) days for the party to remedy the alleged
violation.
XXIV.Indemnification of LessorA. Lessee's Notice of Work to Be Performed. Lessee shall serve a written
notice on Lessor at least __________________ (number) days prior to permitting
any work involving repairs, improvements, construction, and the like to be
commenced in or on the Demised Premises.B. Liens and Encumbrances. Lessee shall indemnify Lessor and the
Demised Premises and all improvements placed on the Demised Premises
against any and all claims, liens, claims of lien, demands, charges,
encumbrances, or litigation arising directly or indirectly out of or by reason of any
work or activity of Lessee on the Demised Premises. Lessee shall promptly and
within __________________ (number) days after the filing of any lien for record
fully pay and satisfy such lien and shall reimburse Lessor for all loss, damage,
and expense, including reasonable attorneys' fees, that it may suffer or incur by
reason of any such claims of lien, demands, charges, encumbrances, or
litigation.
C. Right of Lessor to Satisfy Claim. If Lessee shall fail to pay and fully
discharge any claim, lien, claims of lien, demand, charge, encumbrance, or
litigation, or should proceedings be instituted for the foreclosure of any lien or
encumbrance, Lessor shall have the right, at its option, at any time after the
expiration of such __________________ (number)-day period, to pay all or any
part of such item, with or without the costs and expenses claimed by the
claimant. In making any such payment, Lessor shall be the sole judge of its
legality. All amounts so paid by Lessor shall be repaid by Lessee to Lessor on
demand, together with interest at the rate of _______% per annum from the date
of payment by Lessor until repayment is fully made.
D. Personal Injuries; Violation of Law. Lessee shall indemnify Lessor and
the Demised Premises against any and all cost, liability, or expense arising out of
any claims of any person or persons whatever by reason of the use or misuse of
the Demised Premises, parking area, or common facilities by Lessee or any person or persons holding under Lessee and shall indemnify Lessor against any
penalty, damage, or charge incurred or imposed by reason of any violation of law
or ordinance by Lessee or any person or persons holding under Lessee, against
any costs, damage, or expense arising out of the death of or injury to any person
or persons holding under Lessee.XXV. Subordination of Lease.A. Lessee shall execute any instrument permitting a first mortgage or deed of
trust to be placed on the Demised Premises or any part of the Demised Premises
as security for any indebtedness, and subordinating this Lease Agreement to the
first mortgage or trust deed, if required to do so by the secured party.B. Lessee shall have the right to make payment of any defaults under any
mortgage, trust deeds, or liens of record on the Demised Premises, and to
receive reimbursement for such payment by deduction and credit from and
against rentals becoming due under this Lease Agreement.
XXVI.Security Agreements.A. Lessee to Execute. Lessee, within __________________ (number) days
from the date of the commencement of the term of this Lease Agreement, shall
execute and deliver to Lessor a Security Agreement covering all fixtures,
equipment, and furnishings installed by Lessee on the Demised Premises,
together with all additions to and replacements of such fixtures, equipment, and
furnishings, for the purpose of securing to Lessor the full and faithful performance
by Lessee of each and all of the agreements contained in this Lease Agreement
and on its part to be done and performed.
B. Form of Security Agreement. The Security Agreement shall be in a form
satisfactory to both Lessor and Lessee and shall be submitted to both parties
prior to the commencement of any construction work on the Demised Premises.
The approval of each of the parties shall be indicated by its signature on the
Security Agreement prior to the commencement of construction. Lessee, on
demand of Lessor and at any time or from time to time during the term of this
Lease Agreement, shall execute, in conformity with all requirements of law then
applicable to security agreements, any renewal or certificate of renewal of the
Security Agreement or such other documents as may be reasonably required to
maintain it and its lien in full force and effect.C. Lessee's Equity Only Covered. Lessor acknowledges that certain of the
fixtures, equipment, and furnishing subject to the Security Agreement will be
purchased by Lessee on conditional sales contracts and that the effective lien of
the security agreements shall be only as to Lessee's equity in such fixtures,
equipment, and furnishings. Lessee shall provide Lessor with copies of all such
conditional sales contracts, and Lessee agrees that payment in full on all
purchases made on conditional sales shall be made by Lessee on or
before (number) years from the date of the commencement of the term of this
Lease Agreement and that the lien of the Security Agreement then shall be a first
encumbrance.D. Release by Lessor. On the full, faithful, and complete performance by
Lessee of all the provisions of this Lease Agreement on the part of Lessee to be
done and performed, or on the termination of this Lease Agreement prior to the
expiration of the term of this Lease Agreement for any other reason than the
default of Lessee, Lessor shall make, execute, and deliver to Lessee a proper
and valid release and discharge of any and all security agreements executed and
delivered by Lessee to Lessor under the provisions of this Section XXVI; then,
all fixtures, equipment, and furnishings shall be released and discharged of the
lien or charge of the Security Agreement or agreements.XXVII. Right of Lessor to Inspection. Lessor shall have access to the Demised
Premises, and each part of the Demised Premises, during Lessee's regular business
hours for the purpose of inspecting them, making repairs, and posting notices that
Lessor may deem to be for the protection of Lessor or the Demised property.XXVIII. Default.A. Lessor's Right to Repossess, Operate, or Relet. If the rental reserved
by this Lease Agreement or other charges to be paid under this Lease
Agreement by Lessee, or any part of the rental or other charges, are not paid
when due and shall remain unpaid for a period of __________________
(number) days after written notice, or if Lessee shall fail to promptly perform any
other covenant, condition, or provision by it to be performed under this Lease
Agreement and such failure shall continue for a period of __________________
(number) days after notice in writing specifying the nature of the failure, or if
Lessee abandons the Demised Premises, or if Lessee breaches any obligation
under this Lease Agreement by it to be performed which cannot be cured, then,
and in any such event, Lessee shall be deemed to be in default and Lessor,
without further notice may, at its option, reenter and take possession of the
Demised Premises, including all improvements on the Demised Premises and
fixtures and equipment located at, in, or about the Demised Premises, and take,
operate, or relet the Demised Premises in whole or in part for the account of
Lessee at such rental and on such Agreement and conditions and to such tenant
or tenants as Lessor, in good faith, may deem proper for a term not exceeding
the unexpired period of the full term of this Lease Agreement. Lessor shall
receive all proceeds and rent accruing from the operation or reletting of the
Demised Premises or fixtures and equipment and shall apply the proceeds and
rent first to the payment of all costs and expenses incurred by Lessor in obtaining
possession and in the operation or reletting of the Demised Premises or fixtures
and equipment, including reasonable attorneys' fees, commissions, and
collection fees, then to the cost and expense of any alterations or repairs
reasonably necessary to enable Lessor to operate or relet the Demised Premises
or fixtures and equipment, and then to the payment of all such other amounts as
may be due or become payable under the provisions of this Lease
Agreement. The balance remaining, if any, at the expiration of the full term of this
Lease Agreement or on the sooner termination of this Lease Agreement by
written notice of termination given by Lessor to Lessee shall be paid over to
Lessee.
B. Repossession or Reletting Not a Termination; Lessor's Right to
Terminate Not Forfeited. No reentry, repossession, operation, or reletting of the
Demised Premises or of fixtures and equipment shall be construed as an election
by Lessor to terminate this Lease Agreement unless a written notice of such
intention is given by Lessor to Lessee. Notwithstanding any such operation or
reletting without terminating this Lease Agreement, Lessor may, at any later time,
elect to terminate this Lease Agreement if at such time Lessee remains in default
under the provisions of this Lease Agreement.
C. Lessee's Obligation to Pay Deficiencies. If the proceeds or rentals
received by Lessor under the provisions of this section are insufficient to pay all
costs and expenses and all amounts due and becoming due under this Lease
Agreement, Lessee shall pay to Lessor, on demand, any deficiency as may from
time to time occur or exist.D. Lessor's Right to Perform Lessee's Duties at Lessee's Cost. In spite
of any provision as to notice contained in this Lease Agreement, if in the
judgment of Lessor the continuance of any default by Lessee, other than for the
payment of money, for the full period of the notice, otherwise provided for, will
jeopardize the Demised Premises or the rights of Lessor, Lessor may, without
notice, elect to perform those acts in respect of which Lessee is in default, at the
expense of Lessee, and Lessee shall then reimburse Lessor, with interest at the
rate of _______% per annum, on __________________ (number) days' notice
by Lessor to Lessee.
E. Lessor's Right to Terminate Lease. In the event of Lessee's default as
stated in this Section, Lessor may, at its option, without further notice, terminate
this Lease Agreement and any and all interest of Lessee under this Lease
Agreement, and may then immediately reenter and take possession of the
Demised Premises.F. Lessor's Right on Termination to Recover Amount Equal to Rent
Reserved. If this Lease Agreement is terminated by Lessor by reason of any
default by Lessee, Lessor shall be entitled to recover from Lessee, at the time of
termination, the excess, if any, of the amount of rent reserved in this Lease
Agreement for the balance of the term of this Lease Agreement over the then
reasonable rental value of the Demised Premises for the same period. It is
agreed that the “reasonable rental value” shall be the amount of rental that
Lessor can obtain as rent for the remaining balance of the term.G. Lessor's Remedies Cumulative. Each and all of the remedies given to
Lessor in this Lease Agreement or by law shall be cumulative, and the exercise
of one right or remedy by Lessor shall not impair its right to exercise any other
right or remedy.H. Lessee's Waiver of Claims against Lessor. Lessee waives all claims or
demands for damages that may be caused by Lessor in reentering and taking
possession of the Demised Premises as provided above in this Lease
Agreement, all claims or demands for damages that may result from the
destruction of or damage to the Demised Premises, and all claims or demands
for damages or loss of property belonging to Lessee or to any other person, firm,
or corporation as may be in or on the Demised Premises at the time of such
reentry.
I. Limitation of Notice Period by Governmental Order. In spite of any
provision as to notice in this section, if Lessee is required to comply with any
governmental regulation or order within a period less than that to which Lessee
would otherwise be entitled to notice, Lessee shall not be entitled to notice
beyond the period within which compliance may be required by regulation or
order.XXIX. Expenses of Enforcement. Should either party incur any expense in enforcing
any provision of this Lease Agreement, the party in default shall pay to the other all
expenses so incurred, including reasonable attorneys' fees.XXX.Eminent Domain.A. Over Certain Percentage Taken. If _______% or more of the area of the
Demised Premises shall be taken for a public or quasi-public use, this Lease
Agreement shall terminate as of the date of the actual physical taking, and the
parties shall then be released from any and all further liability under this Lease
Agreement.
B. Less Than a Certain Percentage Taken. In the event of a partial taking
of less than _______% of the area of the Demised Premises, Lessor shall, with
reasonable diligence, proceed at its own expense to reconstruct or repair the
Demised Premises and place them in a tenantable condition within (number)
days after the date of the actual physical taking. However, if _______% or more
of the area of the Commercial Center as a whole is taken, Lessor alternatively
may elect to terminate this Lease Agreement notwithstanding that less
than _______% of the area of the Demised Premises was taken. In the event of
termination, the parties to this Lease Agreement shall be released from any and
all further liability under this Lease Agreement.
C. Abatement of Rent. During any reconstruction or repairing as provided in
this Section, Lessee shall be required to pay only that proportion of the fixed
minimum monthly rental reserved as the area of the Demised Premises
remaining in a tenantable condition during such reconstruction or repairing bears
to the entire area leased. On completion of reconstruction or repairing, the fixed
minimum monthly rental reserved in this Lease Agreement shall be adjusted in
the proportion that the reconstructed Demised Premises bear to the original
Demised Premises. Subsequently, Lessee shall be required to pay such adjusted
fixed minimum monthly rental in accordance with the provisions of this Lease
Agreement.D. No Abatement of Rent. There shall be no abatement of any rental due
until such time as there shall be an actual physical possession of that portion of
the Demised Premises taken. In no event shall there be any change made in the
method of computing the percentage rental, and there shall be no reduction of
percentage rental.
E. Right to Condemnation Award. Any award made in any condemnation
proceeding for the taking of any part or all of the Demised Premises shall be the
sole property of and be paid to Lessor.XXXI. Governmental Interference with Possession. Lessee shall not be released
from its obligation under this Lease Agreement should its possession of the Demised
Premises be interfered with or affected by reason of the passage or adoption of any law,
ordinance, resolution, regulation, or act of any legal or governmental authority, or any
order of abatement or judgment preventing the use of the Demised Premises on the
ground that the Demised Premises or the business operated from the Demised
Premises constitutes a nuisance.XXXII. Quiet Enjoyment. Lessor covenants and warrants that, subject to any trust
deeds or mortgages now of record or to be placed on record, it is the owner of the
Demised Premises and that Lessee, on payment of rents and performance of the
provisions on its part to be performed under the provisions of this Lease Agreement,
shall and may peacefully possess and enjoy the Demised Premises during the term of
this Lease Agreement without any interruption or disturbance.XXXIII. Holding Over. No holding over and continuation of any business by Lessee
after the expiration of the term of this Lease Agreement shall be considered to be a
renewal or extension of this Lease Agreement unless written approval of the holding
over and a definite agreement to that effect is signed by Lessor defining the length of
the additional term. Any holding over without the consent of Lessor shall be considered
to be a day-to-day tenancy at a rental of __________________ (number) times the daily
rate of the fixed minimum monthly rental provided in this Lease Agreement, computed
on the basis of a 30-day month.
XXXIV. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this
Agreement is held to be invalid, the parties agree that the remaining provisions shall be
deemed to be in full force and effect as if they had been executed by both parties
subsequent to the expungement of the invalid provision. XXXV. No Waiver. The failure of either party to this Agreement to insist upon the
performance of any of the terms and conditions of this Agreement, or the waiver of any
breach of any of the terms and conditions of this Agreement, shall not be construed as
subsequently waiving any such terms and conditions, but the same shall continue and
remain in full force and effect as if no such forbearance or waiver had occurred.XXXVI. Governing Law. This Agreement shall be governed by, construed, and
enforced in accordance with the laws of the State of __________________ (name).XXXVII. Notices. Any notice provided for or concerning this Agreement shall be in
writing and shall be deemed sufficiently given when sent by certified or registered mail if
sent to the respective address of each party as set forth at the beginning of this
Agreement.
XXXVIII. Mandatory Arbitration. 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.
XXXIX. Entire Agreement. This Agreement shall constitute the entire Agreement
between the parties and any prior understanding or representation of any kind
preceding the date of this Agreement shall not be binding upon either party except to
the extent incorporated in this Agreement.XXXX. Modification of Agreement. Any modification of this Agreement or additional
obligation assumed by either party in connection with this Agreement shall be binding
only if placed in writing and signed by each party or an authorized representative of
each party.XXXXI. In this Agreement, any reference to a party includes that party's heirs,
executors, administrators, successors and assigns, singular includes plural and
masculine includes feminine.WITNESS our signatures as of the day and date first above stated.
________________________ ________________________ (Name of Lessor) (Name of Lessee)
By:_______________________By:_______________________________
(Printed name & Office in Corporation) (Printed name & Office in Corporation
________________________ ________________________ (Signature of Officer) (Signature of Officer) (Attachment of exhibits)
