Triple Net Lease

Triple Net Lease

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.

For and in consideration of the mutual covenants contained in this Lease Agreement, hereinafter sometimes referred to as the Lease, and other good and valuable consideration, the parties agree as follows:

1. Demise of Premises. Lessor hereby demises and lets to Lessee and Lessee hereby demises and lets from Lessor, for the respective terms hereinafter described and upon the terms and conditions hereinafter specified, the premises consisting of (i) the parcel or parcels of land described in Schedule A hereto, (ii) all improvements constructed and to be constructed on such parcels, and (iii) all easements, rights, and appurtenances relating to such parcels (collectively, hereinafter called the Leased Premises or the Premises).

2. Term. The term of the Lease shall be years, commencing on and terminating on , unless sooner terminated under the provisions of this Lease Agreement. This term shall be automatically extended from year to year unless notice to vacate is given by Lessor to Lessee within days from the end of each one year term or unless notice is given by Lessee to Lessor within days from the end of each one year term.

3. Rent. During the term of this Lease, Lessee shall pay to Lessor rental of $ per month, payable in advance due on the day of each month, except that the first installment of $ will be due and payable on the execution of this Lease Agreement. Rent checks shall be made payable Lessor and mailed to , , or to such other address as Lessor shall notify Lessee of in writing.

4. Title and Condition. The Leased Premises are demised and let subject to:

A. The rights of any parties in possession thereof and the existing state of the title thereof as of the commencement of the term of this Lease;

B. Any state of facts which an accurate survey or physical inspection thereof might show;

C. All zoning regulations, restrictions, rules, and ordinances, building restrictions and other laws and regulations now in effect or hereafter adopted by any governmental authority having jurisdiction.

D. With respect to buildings, structures, and other improvements located on the Leased Premises, their condition as of the commencement of the term of this Lease, without representation or warranty by Lessor. Lessee represents that it has examined the title to the Leased Premises prior to the execution and delivery of this Lease and has found the same to be satisfactory for all purposes hereof.

5. Permitted Uses:

A. The Premises during the continuance of this Lease Agreement shall be used and occupied for any and all lawful purposes and for no other purpose or purposes. Lessee shall not use the Premises for any purpose in violation of any federal, state, or municipal statute or ordinance, or any regulation, order, or directive of a governmental agency, as such statutes, ordinances, regulations, orders, or directives now exist or may hereafter provide, concerning the use and safety of the Premises.

B. If and so long as Lessee shall observe and perform all covenants, agreements, and obligations required by it to be observed and performed hereunder, Lessor warrants peaceful and quiet occupation and enjoyment of the Leased Premises by Lessee; provided that Lessor and its agents may enter upon and examine the Leased Premises at reasonable times.

C. Lessee shall keep and maintain the Leased Premises in compliance with, and shall not cause or permit the Leased Premises to be in violation of, any federal, state, or local laws, ordinances or regulations relating to industrial hygiene or to the environmental conditions (Hazardous Materials Laws) on, under, about, or affecting the Leased Premises. The Lessee shall not use, generate, manufacture, store, or dispose of on, under or about the Leased Premises or transport to or from the Leased Premises any flammable explosives, radioactive materials, hazardous wastes, toxic substances, or related materials, including without limitation any substances defined as or included in the definition of hazardous substances, hazardous wastes, hazardous materials, or toxic substances under any applicable federal or state laws or regulations (collectively referred to hereinafter as Hazardous Materials).

D. Lessee shall be solely responsible for, and shall indemnify and hold harmless the Lessor, its directors, officers, employees, agents, successors, and assigns from and against, any loss, damage, cost, expense, or liability directly or indirectly arising out of or attributable to the use, generation, storage, release, threatened release, discharge, disposal, or presence of Hazardous Materials on, under or about the Leased Premises, including without limitation:

1. All foreseeable consequential damages;

2. The costs of any required or necessary repair, cleanup, or detoxification of the Leased Premises, and the preparation and implementation of any closure, remedial, or other required plans; and

3. All reasonable costs and expenses incurred by the Lender in connection with clauses (i) and (ii), including, but not limited to, reasonable attorney's fees.

The Lessee shall, upon the request of the Lessor, provide the Lessor with a bond or letter of credit, in form and substance satisfactory to the Lessor, in an amount sufficient to cover the costs of any required cleanup.

H. Lessee shall, at its expense, take all necessary remedial action(s) in response to the presence of any Hazardous Materials on, under, or about the Leased Premises.

6. Taxes. Lessee shall pay all real estate taxes and assessments on the Leased Premises during the full term of this Lease. Lessor agrees to cooperate with Lessee in seeking a reduction from the taxing authorities in any real estate tax increase during the lease term and any renewals thereof. Furthermore, Lessee shall pay all special or local assessments that may be levied against the demised premises by reason of improvements made thereon by Lessee.

7. Destruction of Premises. If the Premises, or any part thereof, are damaged or destroyed by fire or other casualty, the Lessee shall, except as otherwise provided herein, repair and rebuild the Premises with reasonable diligence, and if there is interference with the operation of the Lessee's business in said Premises, the rental shall be equitably apportioned according to the time during which, and the extent to which, the Premises may have been untenantable.

8. Condemnation. In the event the Premises hereby leased, or any part thereof are taken in condemnation proceedings, Lessee may cancel this Lease and all condemnation moneys shall belong to the Lessor, according to its respective interest.

9. Subletting or Assignment.

A. Lessee shall not assign this Lease Agreement or any interest in this Lease Agreement, or sublet the Premises or any part of thereof or any right or privilege appurtenant to the Premises, or allow any person other than Lessee and Lessee's agents and employees to occupy or use the Premises or any part thereof, without first obtaining Lessor's written consent.

B. Lessor's consent to one assignment, sublease, or occupancy or use shall not be deemed to be a consent to any subsequent assignment or sublease, or to any occupancy or use by any other person.

C. Any unauthorized assignment or sublease shall be void, and shall terminate this Lease Agreement at Lessor's option.

10. Default. In the event Lessee shall be in default in the payment of rentals hereunder or if Lessee shall default in any of the covenants herein contained and should such default continue for days after receipt of written notice by Lessor from Lessee, it shall be lawful for Lessor to enter upon and take possession of said Premises, provided, however, that if the default by Lessee relates to any covenant other than one respecting the payment of rent, then Lessor may not enter upon and take possession of said premises or exercise any other remedy provided by law unless Lessee fails within said day period to begin to remedy the default complained of and thereafter fails to make diligent efforts to complete the remedy.

11. Waste

Lessee, its assignees or sublessees shall not commit waste upon Premises and at the expiration of this Lease will peaceably surrender possession of Premises to the then owners of said real estate in safe condition.

12. Peaceful Use

Lessor covenants that Lessor will put Lessee into complete and exclusive possession of the Premises as hereinbefore provided, and that, if the Lessee shall pay the rental and perform all of the covenants and provisions of the Lease to be performed by Lessee, the Lessee shall during the term demised, freely, peaceably and quietly occupy and enjoy the full possession of the Premises, and the rights and privileges herein granted, without molestation or hindrance, lawful or otherwise.

13. Lessor May Sell (Conditions)

In the event that Lessor shall at any time during the term of this Lease desire to sell the Premises pursuant to any bona fide and acceptable offer which it shall have received, it shall offer Premises to Lessee at the same price as that contained in such bona fide offer. Lessee shall have days from and after receipt thereof to decide whether or not to purchase the Premises at such price. If the Lessee shall give notice of intent not to purchase or shall give no notice within the time herein limited, Lessor may accept such offer and proceed with the sale thereunder. If Lessee notifies Lessor that it elects to purchase said interest in the Premises at such price, the parties shall enter into a contract of purchase and sale forthwith, and Lessee shall, within days following evidence of marketable title to said property, tender the purchase price thereof to Lessor in exchange for a deed to said Premises. Such contract shall provide, among other things, for prorating taxes to date of closing and for Lessor to supply an attorney's certificate showing good title sufficient for Lessee to acquire Lessor's fee simple interest in and to said Premises and a Warranty Deed to Premises.

14. Repairs

Lessee, at Lessee’s sole expense, shall maintain the Premises in good repair and in at least as good condition as that in which they were delivered, allowing for ordinary wear and tear.

15. Utilities

Lessee shall pay all charges measured by consumption or use for water, sewage disposal, telephone, gas, electricity, and any other similar utility, commodity, or service furnished to or used by Lessee whether such utility services are furnished by Lessor or are submetered by Lessor or furnished directly from the utility company or governmental body or agency.

16. Alterations and Improvements

A. Lessee shall not improve or alter the Premises in any manner without the prior, express, and written consent of Lessor, but shall, before making any improvements or alterations, submit plans and designs for such improvements or alterations to Lessor for its approval. In the event that the plans and designs are disapproved, the improvements or alterations shall be made only with such changes as may be consented to by Lessor.

B. Furnishings, trade fixtures, and equipment installed by Lessee shall be the property of Lessee and may be removed by Lessee at any time during the term of this Lease Agreement provided that Lessee is not in default under this Lease Agreement. On termination of this Lease Agreement, Lessee shall remove any such property. Lessee shall repair any damage to the Premises resulting from the installation or removal of such property.

C. A Memorandum of this Lease may be recorded in said Clerk's land records of , , by any party hereto.

17. Surrender and Holding Over

Lessee shall surrender the Premises to Lessor on the expiration or termination of this Lease Agreement. If Lessee holds the Premises after termination of this Lease Agreement, a tenancy from month-to-month shall be created by such holding at a rental of $ per month. The acceptance of the rental by Lessor will not extend the term of this Lease Agreement in any manner.

18. 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.

19. 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.

20. Governing Law

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

21. Notices. Unless provided herein to the contrary, 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.

22. Attorney’s Fees. In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

23. Mandatory Arbitration

Notwithstanding the foregoing, and anything herein to the contrary, 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.

24. 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.

25. 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.

26. Compliance with Laws

In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties.

WITNESS our signatures as of the day and date first above stated.