Landlord/Tenant (Commercial) Kit

REAL ESTATE SUBLEASE

THIS SUBLEASE, executed by and between _______________________ (hereinafter called “Sublessor”), and the undersigned lessee (hereinafter called “Sublessee”), whereby for and in consideration of the covenants and agreements hereinafter set forth to be kept and performed by the parties hereto, Sublessor, hereby subleases to Sublessee and Sublessee does hereby take, lease, and hire from Sublessor the Leased Premises hereinafter described for the period, and at the rental, subject to, and upon the terms and conditions hereinafter set forth, as follows:

Section 1.01. Leased Premises. Sublessor leases to Sublessee, and Sublessee leases from Sublessor those certain premises situated in the City of ____________________, County of _________________, State of ____________________, commonly described as _______________ (hereinafter called the “Leased Premises”), more fully described on Exhibit 1 hereof.

Section 2.01. Sublease Term. The Term of this Sublease shall commence on ______________ (hereinafter called the “Commencement Date”), and shall expire on ______________ unless sooner terminated pursuant to the terms of this Agreement (the “Term”). If there are any option terms, such terms will be reflected on an Addendum to this Sublease.

Section 2.02. Acceptance of Leased Premises. Sublessee’s occupancy of the Leased Premises shall be conclusive evidence of Sublessee''s acceptance of all improvements constituting the Leased Premises, in good and satisfactory condition and repair. Sublessee shall accept possession and use of the Leased Premises “as is” in their condition existing as of the date hereof with all faults. Sublessee, at Sublessee’s sole cost and expense, shall promptly comply with all applicable laws, ordinances, codes, rules, orders, directions and regulations of governmental authority governing and regulating the use or occupancy of the Leased Premises as may now or hereafter be in effect during the Term hereof and shall if so required make any alterations, additions or changes to the Leased Premises as may be required by said laws, ordinances, codes, rules, directions and regulations.

Section 2.03. Holding Over. Any holding over of the Leased Premises by Sublessee after the expiration of the Term hereof shall only be with the written consent of Sublessor first had and obtained and shall be construed to be a tenancy from month to month at a rental per month, or portion thereof, in an amount equal to one hundred fifty percent (150%) of the rent due Sublessor for the month immediately preceding such holding over, and shall otherwise be on the same terms, conditions and covenants herein specified.

Section 2.04. Sublease Termination and Condition of Premises. Upon the termination of this Sublease for any reason whatsoever, Sublessee shall return possession of the Leased Premises to Sublessor or Sublessor’s authorized agent in a good, clean and safe condition, reasonable wear and tear excepted. On or before, and in any event no later than thirty (30) days following the date Sublessee vacates the Leased Premises and returns possession of same to Sublessor, Sublessee and Sublessor, or authorized agents thereof, shall conduct a joint inspection of the Leased Premises. Sublessee at its cost shall thereafter promptly repair or correct any defects or deficiencies in the condition of the Leased Premises, reasonable wear and tear excepted.

Section 3.01. Payment of Rent. Sublessee hereby covenants and agrees to pay rent to Sublessor, without offset or deduction of any kind whatsoever, in the form and at the times as herein specified. All rent shall be paid to Sublessor at the address specified in this Sublease unless and until Sublessee is otherwise notified in writing. Base Minimum Rent payments in the monthly amount set forth below shall be payable monthly, in advance, due on the first (1st) day of each calendar month commencing on the Commencement Date hereof and delinquent if not paid on or before the third (3rd) day of the month throughout the Term of this Sublease. Rent for any period which is for less than one month shall be a pro rata portion of the monthly installment. The required payments under Article 6 and all other charges payable by Sublessee shall be deemed to be additional rent.

Section 3.02. Base Minimum Rent. Base Minimum Rent shall be computed as follows:

Section 3.03. Delinquent Payments. In the event Sublessee shall fail to pay the rent or any installment thereof, or any other fees, costs, taxes or expenses payable under this Sublease within five (5) days after the said payment has become due, Sublessee agrees that Sublessor will incur additional costs and expenses in the form of extra collection efforts, administrative time, handling costs, and potential impairment of credit on loans for which this Sublease may be a security. Both parties agree that in such event, Sublessor, in addition to its other remedies shall be entitled to recover a late payment charge against Sublessee equal to five percent (5%) of the amount not paid within said five (5) day period. Additionally, any past due amounts under this Sublease shall bear interest at the rate of the lesser of one and one-half percent (1-1/2%) per month or the maximum rate permitted by applicable law. Sublessee further agrees to pay Sublessor any cost incurred by Sublessor in effecting the collection of such past due amount, including but not limited to attorneys'' fees and/or collection agency fees. Sublessor shall have the right to require Sublessee to pay monies due in the form of a cashier''s check or money order. Nothing herein contained shall limit any other remedy of Sublessor with respect to such payment delinquency.

Section 3.04. Security Deposit. On execution of this Sublease, Sublessee shall deposit with Sublessor a sum equal to ____________ (the “Security Deposit”) in order to provide security for the performance by Sublessee of the provisions of this Sublease. If Sublessee is in default, Sublessor may, but shall not be obligated to use the Security Deposit, or any portion of it, to cure the default or to compensate Sublessor for damage sustained by Sublessor resulting from Sublessee''s default. Sublessee shall immediately on demand pay to Sublessor a sum equal to the portion of the Security Deposit expended or applied by Sublessor as provided in this paragraph so as to maintain the Security Deposit in the sum initially deposited with Sublessor. At the expiration or termination of this Sublease, Sublessor shall return the Security Deposit to Sublessee or its successor, less such amounts as are reasonably necessary to remedy Sublessee''s defaults, to repair damages the Leased Premises caused by Sublessee or to clean the Leased Premises upon such termination, as soon as practicable thereafter. In the event of the sale or other conveyance of the Leased Premises, the Security Deposit will be transferred to the purchaser or transferee and the Sublessor will be relieved of any liability with reference to such Security Deposit. Sublessor shall not be required to keep the Security Deposit separate from its other funds, and (unless otherwise required by law) Sublessee shall not be entitled to interest on the Security Deposit.

Section 4.01. Permitted Use. The Leased Premises are to be used by Sublessee for the sole purpose of _____(e.g., general office use)_____ and for no other purpose whatsoever. Sublessee shall not use or occupy the Leased Premises or permit the same to be used or occupied for any use, purpose or business other than as provided in this Section 4.01 during the Term of this Sublease or any extension thereof.

Section 4.02. Prohibited Activities. During the Term of Sublease or any extension thereof, Sublessee shall not:

OPTION TO RENEW REAL ESTATE LEASE

Example 1

Tenant shall have the option to renew this Lease for an additional period of ______ (_____________) years (the "Renewal Term") by giving Landlord notice before the expiration of the initial term. Such Renewal Term shall be subject to all of the terms, covenants, and conditions of this Lease.

Example 2

Provided that Tenant is not in default beyond any applicable period to cure, at any time from the exercise of the option until the expiration of the initial term, Tenant....

OPTION TO EXPAND SPACE LEASED IN BUILDING

Landlord hereby agrees that Tenant shall be offered the right of refusal to lease all or any portion of [other space in the building] [designated space] (the "Expansion Space"), as it may become available for lease from time to time. Whenever any portion of the Expansion Space becomes available for lease, Landlord shall provide Tenant with written notice of such availability, which notice shall include the date when Tenant would begin occupancy of....

OFFER TO LEASE SPACE

[ON COMPANY LETTERHEAD]

[DATE]

Re:   Offer to Lease Space in Your Building

Dear _____________:

We have now reviewed your property at [address] (the "Property") and are quite interested in leasing space in the Property. We believe we would be excellent tenants and are prepared to consummate a lease as soon as possible.

As a way to commence our discussions, let us lay out some of the key terms which we believe would be acceptable to us:

[On Letterhead]

[Date]

[Name and Address]

Re: Notice of Change in Rent

Dear _____________:

Please be advised that pursuant to the terms of that certain [Lease] [Rental Agreement] dated ___________, 20___, your rent for the space at [Address] will increase to $____________ per month....

DEMAND FOR RENT

[ON LETTERHEAD]

[Date]

Via Certified Mail and Fax
____________________________
____________________________
____________________________
____________________________

Re: Overdue Rent

Dear _____________:

Notice is hereby given that we have not received your rent payment of $__________ that was due on _____________, 20___, pursuant to that certain [Lease] [Rental Agreement] dated ______________, ____ (the "Agreement").

Under the terms of our Agreement, an overdue rent payment results in your owing a late charge of $_________. We must have your payment of the overdue rent plus the late charge immediately, and in no event in our hands later than by 12:00 noon, ___________, 20___. If we do not have payment by such time, we may be forced to commence legal proceedings against you ...

CONSENT BY LESSOR TO ASSIGNMENT OF LEASE

THIS CONSENT BY LESSOR TO ASSIGNMENT OF LEASE ("Consent") is made and entered into as of this day of , 20___ ("Effective Date"), by _______________________ ("Lessor") in favor of _______________________ ("Assignor").

RECITALS:

A. Assignor, as lessee, and Lessor have executed that certain Lease, dated _________ (the "Lease"), covering those certain premises and related improvements described on Exhibit A attached hereto (the "Premises").

B. Assignor desires to assign its rights as lessee in the Lease to _____________ ("Assignee") and Assignee desires to accept the assignment of the Lease and to assume the obligations of Assignor under the Lease, and Lessor is willing to consent to such assignment and assumption on the terms and conditions set forth in this Consent.

NOW, THEREFORE, in consideration of the payment by Assignor of Dollars ($), payable on or before ______________, 20____, the parties hereby agrees as follows:

1. Consent to Assignment. Lessor hereby consents to the assignment of the Lease to Assignee on the terms and conditions of the Assignment of Lease of even date herewith delivered to Lessor. Lessor’s consent to the assignment of the Lease to Assignee shall not be deemed to be a consent to any other or subsequent assignment.

2. Release. Lessor, on behalf of itself and its representatives, agents, heirs and assigns, release and discharge Assignor, Assignor’s former, current or future officers, employees, representatives, agents, fiduciaries, attorneys, directors, shareholders, insurers, predecessors, parents, affiliates, benefit plans, successors, heirs, and assigns from any and all claims, liabilities or obligations of every kind and nature, whether now known or unknown, suspected or unsuspected, which Lessor ever had or now have against any of them. The released claims include without limitation any claims arising out of or related to the Lease and/or any of the conditions, events, transactions or series of transactions related thereto. The released claims also specifically include all claims arising under any federal, state or local law or statute; the law of contract and tort; and any claim for attorneys’ fees.

3. Waiver of Unknown Claims. Lessor acknowledges that there may exist claims or facts in addition to or different from those which are now known or believed by it to exist and represent that, by means of the release set forth in paragraph 2 above, it is nonetheless their intention to fully settle and release all such claims, whether known or unknown. Lessor therefore expressly waives the protection of California Civil Code Section 1542 and any other similar statute, rule or law. Section 1502 provides:

Lessor agrees never to commence or prosecute any action against Assignor or any of the other parties identified in paragraph 2 above based in whole or in part upon any of the claims described in paragraph 2 above.

4. Entire Agreement. This Consent constitutes the entire agreement of Lessor and Assignor pertaining to its subject matter and supersedes any prior or contemporaneous negotiations, representations, agreements and understandings of the parties with respect to such matters, whether written or oral. The parties acknowledge that they have not relied on any promise, representation or warranty, expressed or implied, not contained in this Consent. Parol evidence will be inadmissible to show agreement by and among the parties to any term or condition contrary to or in addition to the terms and conditions contained in this Consent.

5. Interpretation; Amendment. In interpreting the language of this Consent, the Lessor and Assignor shall be treated as having drafted this Consent after....

CONSENT BY LESSOR TO SUBLEASE

RECITALS:

A. Lessee, as lessee under the Lease, and Lessor have executed that certain Lease, dated _________ (the "Lease"), covering those certain premises and related improvements described on Exhibit A attached hereto (the "Premises").

B. Lessee desires to sublease [all] [a portion] of the Premises to _____________ ("Sublessee") and Sublessee desires to accept a sublease in the form attached as Exhibit B (the "Sublease"), and Lessor is willing to consent to the Sublease on the terms and conditions set forth in this Consent.

NOW, THEREFORE, in consideration of the payment by Lessee of Dollars ($ __), payable on or before ______________, 20____ to Lessor, the parties hereby agree as follows:

1. Consent to Sublease. Lessor hereby consents to the Sublease and the transactions contemplated thereby. Lessor’s consent to the Sublease shall not be deemed to be a consent to any other or subsequent assignment or sublease.

2. Continuing Liability. Lessee shall continue to be liable under the Lease, notwithstanding the Sublease.

3. Entire Agreement. This Consent constitutes the entire agreement of Lessor and Lessee pertaining to its subject matter and supersedes any prior or contemporaneous negotiations, representations, agreements and understandings of the parties with respect to such matters, whether written or oral. The parties acknowledge that they have not relied on any promise, representation or warranty, expressed or implied, not contained in this Consent. Parol evidence will be inadmissible to show agreement by and among the parties to any term or condition contrary to or in addition to the terms and conditions contained in this Consent.

4. Interpretation; Amendment. In interpreting the language of this Consent, the Lessor and Lessee shall be treated as having drafted this Consent after meaningful negotiations. The language in this Agreement shall be construed as to its fair meaning and not strictly for or against either party. This Consent may be modified only by a writing signed by Lessor and Lessee.

5. Attorneys’ Fees. If any party hereto fails to perform any of its obligations under this Consent or if a dispute arises between the parties hereto concerning the meaning or interpretation of any provision of this Consent, and an action is filed, the prevailing party in any such action shall be entitled to recover from the other party, in addition to any other relief that may be granted, its court costs and reasonable attorneys’ fees and disbursements, including such incurred in connection with any appeal.

6. Counterparts. This Consent may be signed in counterparts and all counterparts so executed shall constitute one contract, binding on the all parties hereto, even though all....

CHECKLIST FOR OFFICE LEASES

1. Space:

(a) What is the rentable square footage?
(b) What is the usable square footage?
(c) Is rent based on usable or rentable square footage?
(d) Verify square footage number provided by the landlord.

2. Permitted Uses of the Premises:

(a) What uses of the premises are permitted?
(b) Is the permitted use clause broad enough for possible changes in the business?
(c) Is the permitted use clause broad enough for potential assignments or subleases?
(d) Can the use clause be drafted to include “any lawful purposes”?
(e) Can uses be changed with landlord’s consent, which consent can’t be unreasonably withheld or delayed?

3. Primary lease term:

(a) What is the commencement date of the lease?
(b) What happens if the space is not ready on the commencement date? Is there rent abatement, monetary damages, right to cancel the lease, or other remedies specified?
(c) What is the termination date?
(d) Does the landlord have the right to terminate early without cause?
(e) Does the tenant have the right to terminate early by payment of a fee?

4. Rentals:

(a) What is the base rent for the primary term?
(b) Are there escalation clauses?
(c) Are there cost of living increases?
(d) Is there a cap on any rent increases?
(e) Is there a reasonable grace period and written notice before a late charge is imposed?

5. Common area maintenance, HVAC, and Operating costs:

(a) What does the tenant have to contribute for common area maintenance, ventilating, heating, air conditioning, and other building operation costs?
(b) Is there a cap?
(c) Can the amount be increased each year?
(d) Real estate taxes and other impositions:
     (i) Does the tenant have to pay a portion of the real estate taxes?
     (ii) What increases over base year are allowed?
     (iii) Is there a cap on tax increases?
     (iv) Does the tenant have to pay increased taxes that may occur on sale of the building?
(e) Are there any special provisions or exceptions on the payment of these expenses?
(f) When is payment due?
(g) What detailed reports does the landlord have to provide the tenant showing the actual expenses?
(h) What audit rights does the tenant have to review the landlord’s books and records?
(i) Are there provisions made for weekend and holiday service? What are the charges?
(j) Does the tenant have a remedy for service interruption?

6. Tenant Improvements:

(a) What tenant improvements will be necessary?
(b) What is the cost?
(c) How much time will it take to complete the tenant improvements?
(d) Will the landlord contribute to the cost for the tenant improvements?
(e) What approvals will be necessary?
(f) What permits will be necessary?
(g) Does the landlord or the tenant own any improvements?

7. Repairs and replacements:

(a) What responsibility does the tenant have for repairs or replacements?
(b) What responsibility does the landlord have for repairs or replacements?
(c) At the end of the tenancy, is tenant’s obligation to return the premises in same condition at the beginning of tenancy, excluding (1) ordinary wear and tear, (2) damage by fire and other unavoidable casualty, and (3) alterations previously approved by landlord?

8. Utilities:

(a) Direct supply or individually metered?
(b) Method of computing payment?

9. Assignment and subletting:

(a) Is the landlord’s written approval required?
(b) What standard is there for approval? absolute discretion? reasonable approval?
(c) Does the landlord have the right to cancel the lease if notified of a proposed assignment of sublease?
(d) If the assignment or sublet is at a higher price than the base rent, who keeps the excess? or what split is there?
(e) Can the lease be assigned to affiliates of the tenant without landlord approval?
(f) Can the landlord terminate the lease if the stock ownership of the tenant changes?

10. Subordination and attornment:

(a) All present or future mortgages?
(b) Execution of estoppel certificates required?
(c) Tenant agrees to attorn to landlord’s successor in interest?

11. Destruction:

(a) Is there a right of cancellation for the tenant in the event of destruction?
(b) What obligation does the landlord have to rebuild?
(c) Does the tenant share in any proceeds from insurance?

12. Indemnity and Disclaimer:

(a) Indemnity mutual or tenant only?
(b) Waiver of claims mutual or tenant only?
(c) Waiver of subrogation?
(d) Landlord liability limited to interest in property?

13. Default:

(a) Does the tenant have a cure period after notice of a breach?
(b) What remedies are available for breach?

14. Landlord’s warranties:

(a) Quiet enjoyment of premises by the tenant?
(b) First...

ASSIGNMENT OF LEASE

THIS ASSIGNMENT OF LEASE ("Agreement") is made and entered into as of this day of , 20__ ("Effective Date"), by and between __________________, ("Assignor"), __________________________ ("Assignee").

RECITALS:

1. Assignor, as lessee, has executed that certain Lease, dated ___________ (the "Lease"), covering those certain premises and related improvements described on Exhibit A attached hereto (the "Premises").
   
   
2. Assignor desires to assign its rights as lessee in the Lease to Assignee, and Assignee desires to accept the assignment of the Lease and to assume the obligations of Assignor under the Lease, on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the promises and conditions contained in this Agreement, Assignor and Assignee hereby agree as follows:

1.  Assignment and Assumption of Lease. Subject to the provisions of this Agreement, Assignor does hereby assign, transfer, set over and deliver to Assignee all of its right, title and interest in and to the Lease, and by accepting this assignment and by the execution of this Agreement, Assignee hereby assumes the payment and performance of, and agrees to pay, perform and discharge, as a direct obligation of Assignee, all of Assignor’s duties and other obligations under the terms, covenants and conditions of the Lease, including, without limitation, the payment of rent and compliance with all terms, covenants and conditions of the Lease. Except as otherwise expressly provided in this Agreement, all the terms, covenants and conditions of the Lease remain in full force and effect as applied to Assignee.

2.  Restrictions. The assignment of the Lease is made subject, subordinate and inferior to...

This is an amendment to that certain Lease dated ______________, 20___ (the "Lease") by and between __________________ ("Lessor") and _________________ ("Lessee").

WHEREAS, the parties wish to amend certain terms of the Lease; and

WHEREAS, certain capitalized terms not otherwise defined herein are defined in the Lease;

THEREFORE, the parties agree as follows:

1.  Rent Change. Section ___ of the Lease is hereby amended to provide monthly rent, effective as of _______________, 20___, shall be $____________.

2.  Other Changes. The Lease is hereby amended in the following additional manner:

1. [Describe amendment].
   
   
2. [Describe amendment].
   
   
3. [Describe amendment].
   
   

3. Entire Agreement. This Amendment, together with the Lease, constitutes the final, complete and exclusive statement of the agreement between the parties pertaining to their subject matter and supersedes any and all prior and contemporaneous understandings or agreements of the parties.

4. Modification. This Amendment may be supplemented, amended or modified only by the mutual agreement of the parties. No supplement, modification or amendment of this Amendment shall be binding unless it is in writing and signed by both parties.

5. Inconsistency. In the event...

Addendum to
Real Estate Lease
(For the Benefit of the Tenant)

1.         Exclusions From Operating Costs

                        In the event the Tenant is required to pay a portion of the “operating costs” of the Building, the definition of "operating costs" shall not include:  (i) costs incurred in renovating or otherwise improving, painting or redecorating usable space for tenants; (ii) Landlord's costs of any services sold or provided tenants or other occupants for which Landlord is entitled to be reimbursed by such tenants or other occupants as an additional charge or rental over and above the basic rental and escalations payable under the lease with such tenant or other occupant; (ii) legal fees and other related expenses associated with the negotiation or enforcement of leases; (iv) all items and services for which Tenant reimburses Landlord or pays third persons or which Landlord provides selectively without reimbursement to one or more tenants or occupants of the Building (other than Tenant) which are not customary for normal office use; (v) leasing commissions and other similar payments paid to agents or employees of Landlord, independent brokers and other persons incurred in connection with Landlord's leasing activities; (vi) costs for space planning of tenant space in the Building; (vii) repairs or other work occasioned by fire, windstorm or other casualty or damage to the extent Landlord is reimbursed by insurance; (viii) costs for structural replacements to the steel frame, concrete floors, roof membrane of the Building; (ix) Building depreciation; (x) interest on debt or amortization payments on any mortgages or deeds of trust and rent under any ground leases; (xi) advertising and publicity expenditures; (xii) Landlord's reserve accounts; (xiii) any compensation paid to clerks, attendants or other persons in commercial concessions, if any, operation of any retail space or similar concessions; (xiv) costs of correcting construction defects in the Building; (xv) costs of cleaning up or removing asbestos or hazardous materials; and (xvi) capital improvements, capital repairs, capital equipment, and capital tools, all as determined in accordance with generally accepted accounting principles.  The operating costs shall be normalized to an assumed 100% occupancy of the Building.

2.         Property Tax

                    Notwithstanding anything to the contrary contained in the Lease, Tenant shall not be liable (directly or indirectly) for any increase in real property taxes during the term of this Lease (as the same may be extended from time to time) that results from a change in ownership of the Building or the land upon which the Building is located.

3.         Audit

                    Tenant shall have the right exercisable within six (6) months after the receipt of any year end statement that relates to operating costs of the Building to be paid by Tenant to cause the books and records of Landlord relating to its operation and management of the Building to be audited by a certified public accountant designated by Tenant, and reasonably acceptable to Landlord, to determine if the foregoing year-end statements are accurate and correct.  Such audit shall be paid for by Tenant, unless the audit discloses a discrepancy in said statement in favor of Tenant which is greater than five percent (5%) of the amount shown on the year-end statement, in which case the audit shall be paid by Landlord and the amounts due by Tenant pursuant to this paragraph    shall be adjusted accordingly.

4.         Condition of the Building

                    (a)  Landlord represents that the Premises, at the time of occupation , will be in good and reasonable condition and that the Premises will be suitable, in all material respects, for Tenant's use.

                    (b)  Landlord represents and warrants to Tenant that the Building does not present a health hazard to occupants or guests and that the Landlord is in compliance in all material respects with all laws, regulations, rules, ordinances, and court decrees affecting ownership and operation of the Building.

                    (c)  Landlord shall maintain the Building in good order and condition (except for damage occasioned by the act of Tenant or employees, licensees or invitees of Tenant, which damage shall be repaired by Landlord at Tenant's expense) at least comparable to other buildings of the class and nature of the Building.

                    (d)  Landlord shall adequately supply the Premises during reasonable and usual business hours with (i) electricity for lighting and operation of office machines, (ii) heating, ventilation and cooling reasonably required for the comfortable occupation of the Premises, (iii) elevator service, either automatic or with attendants, as Landlord elects, (iv) lighting replacement (for Landlord's designated Building standard lights), (v) restroom supplies, (vi) window washing, (vii) security service, (viii) janitor service, (ix) such other services and amenities as these customarily furnished in comparable buildings in the area ...