Office Lease Agreement

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Office Lease Agreement Powered By Docstoc
					This Office Lease Agreement is between a landlord and a tenant, and it contains all the
essential language for executing a lease agreement. This document allows the parties
to customize the price, terms, and conditions for leasing out the property as office
space, or for leasing an office from a landlord. This document in its draft form contains
numerous of the standard clauses commonly used in these types of agreements;
however, additional language may be added to allow for customization to ensure the
specific terms of the parties’ agreement are addressed. This document can be used by
a landlord or tenant to ensure that any agreement for a lease is clearly laid out and well-
documented.
                               OFFICE LEASE AGREEMENT
       This Office Lease Agreement (this “Lease Agreement”) is entered into as of this
_____________ day of _____, ______ (the “Lease Date”) by and between ____________________
(“Landlord”) and _________________ (“Tenant”).

                                                     RECITALS

       WHEREAS, Landlord warrants and represents that it owns that certain parcel of land
located at __________________________ in the City of ________________, County of
__________ (the “Parcel”) and the office building located thereon, commonly referred to as
_________________ (the “Building”); and

         WHEREAS, Landlord wishes to lease to Tenant, and Tenant wishes to lease from Landlord,
under the terms and conditions of this Lease Agreement, approximately ___________ (__) square
feet of office space in the Building.

       NOW THEREFORE, in exchange for the mutual promises herein contained, each of
Landlord and Tenant hereby agrees to the terms and conditions set forth below.

                                         TERMS AND CONDITIONS

1.       THE PREMISES

        Landlord hereby agrees to lease to Tenant, and Tenant hereby leases from Landlord, the
following described Premises, together with the right in common with other tenants to use any
other portions of the Parcel and Building that are designated by Landlord for the common use of
tenants and others, such as sidewalks, unreserved parking areas, common corridors, elevator
foyers, restrooms, vending areas, and lobby areas (the “Common Areas”):

         _______ (__) square feet of floor space on the ____ floor of the Building, as
         outlined in red on Exhibit “A” attached hereto, more commonly known as Suite
         _______ (the “Premises’), which floor space shall be finished and improved in
         accordance with the plans and specifications attached hereto as Exhibit “B” (the
         “Work Letter”).

2.       TERM

        The term of this Lease Agreement shall commence on the date of occupancy of the Premises
by Tenant following substantial completion of the Tenant Improvements (as defined in the Work
Letter) described in the Work Letter, and shall continue for a period of ______________ years
thereafter, unless sooner terminated as provided by this Lease Agreement.

         A.       Upon substantial completion of the Tenant Improvements, Landlord shall provide
                  written notice of such fact to Tenant, who shall then inspect the work and provide
                  a punch list of any deficiencies in construction.


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         B.       Upon rectification of the deficiencies, Landlord shall provide notice of final
                  completion to Tenant, and Tenant shall verify such completion within ____ (__)
                  days of such notice.

         C.       Upon verification that the Tenant Improvements have been completed in substantial
                  conformity with the Work Letter, Tenant shall so specify in writing, and Tenant
                  shall take occupancy of the Premises within ___ (___) days of such verification.

         D.       Landlord and Tenant shall execute a memorandum in writing specifying the actual
                  date Tenant commences occupancy of the Premises (the “Commencement Letter”).

3.       POSSESSION

       Landlord promises to provide Tenant with peaceful possession of the Premises, and Tenant,
by taking possession of the Premises, acknowledges that the Premises are in satisfactory and
acceptable condition.

4.       USE

        Tenant shall use the Premises for general office use, and shall not use or permit the Premises
to be used for any other purpose.

5.       COMPLIANCE WITH LAWS

       Tenant agrees to observe all laws and governmental regulations applicable to its use of the
Premises, together with all reasonable rules and regulations that may be promulgated from time to
time by Landlord.

6.       BASE RENT

       Tenant agrees to pay Landlord a monthly rent during the Term of this Lease Agreement
according to the following schedule (“Base Rent”), payable in advance on the first day of each
month without notice or demand, provided that the installment of rent for the first full calendar
month of the Term shall be payable upon execution of this Lease Agreement:

 Period                                           Monthly Rate            Monthly Base Rent




7.       ADDITIONAL RENT

         Tenant shall pay to Landlord, the following additional rent, for each calendar year:



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         A.       Tenant’s pro rata share of the total building operating expenses (“Additional Rent”)
                  pursuant to the following method of calculation: the proportion of the Building space
                  leased by the Tenant divided by the total leasable space in the Building (“Pro Rata
                  Share”).

         B.       Tenant’s Pro Rata Share is ___ percent (%__).

         C.       The term “building operating expenses” includes but is not limited to the following
                  costs and expenses incurred in the cost of operating and maintaining the building:

                        i. Real estate and other taxes assessed against the building;

                       ii. Maintenance and repairs to the building, and its components, including but
                           not limited to air conditioning, heating, lighting, plumbing, yard, and
                           grounds;

                      iii. Parking lot maintenance costs;

                      iv. Utilities costs, including but not limited to water, gas, and electricity;

                       v. Building insurance costs;

                      vi. Trash and garbage service expenses;

                     vii. Janitorial service costs;

                     viii. Building personnel costs;

                      ix. Building management fees; and

                       x. Security expenses.

         D.       A statement of building operating expenses showing the Tenant’s Pro Rata Share
                  thereof shall be sent out on or about the first day of ______ each year. Thereafter,
                  the Tenant shall pay said statement within ____ (__) days. Failure to pay said
                  statement within the aforesaid ___ (__) day time period shall constitute an event of
                  default.

8.       SECURITY DEPOSIT

       A Security Deposit in the amount of ________________ dollars ($__) shall be delivered
to Landlord upon the execution of this Lease Agreement by Tenant and shall be held by
Landlord without liability for interest (unless required by law) as security for the performance of
Tenant’s obligations. The Security Deposit is not an advance payment of Rent or a measure of
Tenant’s liability for damages. Landlord may, from time to time, without prejudice to any other
remedy, use all or any portion of the Security Deposit to satisfy past due Rent or to cure any



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uncured default by Tenant. If Landlord uses the Security Deposit, Tenant shall, on demand,
restore the Security Deposit to its original amount. Landlord shall return any unapplied portion
of the Security Deposit to Tenant within ___ (__) days after the later to occur of: (1) the date
Tenant surrenders possession of the Premises to Landlord in accordance with this Lease
Agreement or (2) the Termination Date. If Landlord transfers its interest in the Premises,
Landlord may assign the Security Deposit to the transferee and, following the assignment,
Landlord shall have no further liability for the return of the Security Deposit. Landlord shall not
be required to keep the Security Deposit separate from its other accounts.

9.       PARKING

        Tenant, its agents, servants, employees, customers, guests, and invitees, shall have the
exclusive right to _________ (__) designated parking spaces marked with the ___________, which
are more specifically described in Exhibit “C” attached hereto.

10.      ALTERATIONS

       Tenant agrees that except for the Tenant Improvements contemplated in the Work Letter,
Tenant shall make no alterations to the Premises without the prior written consent of Landlord.

11.      HAZARDS

        Tenant shall not use the Premises, or permit them to be used, for any purpose that shall
increase the existing insurance rates of the Building, or cause the cancellation of any insurance
policy covering the Building, or sell or permit to be kept, used, or sold in or about the Premises, any
item that may be prohibited by Landlord’s insurance policies.

         A.       Tenant shall not commit any waste upon the Premises, nor cause any public or
                  private nuisance or other act that may disturb the quiet enjoyment of any other
                  tenant.

         B.       Tenant shall not allow the Premises to be used for any improper, immoral, unlawful,
                  or unsafe purpose, including, but not limited to, the storage of any flammable
                  materials or hazardous waste.

         C.       Tenant shall not use any machinery or device on said Premises that may make any
                  noise or cause any vibration that can be detected by other tenants, or that shall in any
                  way be detrimental to the Building.

         D.       Tenant further agrees that except for the Tenant Improvements contemplated in the
                  Work Letter, Tenant shall not install or construct within the Premises or Building
                  electrical wires, water or drain pipes, machinery, or other permanently installed
                  devices, including, but not limited to, alarm systems, private music systems, or
                  special ventilation, without the prior written consent of Landlord.

12.      ENTRY BY LANDLORD



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        Landlord, its agents, contractors, and representatives may enter the Premises to inspect or
show the Premises, to clean and make repairs, alterations, or additions to the Premises, and to
conduct or facilitate repairs, alterations or additions to any portion of the Building, including
other tenants’ premises. Except in emergencies or to provide janitorial and other Building
services after normal business hours, Landlord shall provide Tenant with reasonable prior notice
of entry into the Premises, which may be given orally. If reasonably necessary for the protection
and safety of Tenant and its employees, Landlord shall have the right to temporarily close all or a
portion of the Premises to perform repairs, alterations, and additions. However, except in
emergencies, Landlord will not close the Premises if the work can reasonably be completed on
weekends and after normal business hours. Entry by Landlord shall not constitute constructive
eviction or entitle Tenant to an abatement or reduction of Rent.

13.      FIXTURES AND PERSONAL PROPERTY

        Any trade fixtures, equipment, or personal property permanently installed in or permanently
attached to the Premises, Building, or Parcel by or at the expense of Tenant shall be and shall
remain the property of Tenant. Tenant shall have the right to remove any and all of such property
prior to the expiration or termination of this Lease Agreement, as long as no default exists under this
Lease Agreement. Tenant shall, at its expense, repair any damage caused to the Premises by reason
of the removal of any of its trade fixtures, equipment, or other permanently affixed personal
property as described above.

14.      REPAIRS AND MAINTENANCE

        Tenant shall make any repairs or replacements to damaged property caused by Tenant, its
employees, agents, invitees, or visitors. If Tenant fails to make any such repairs or replacements
promptly, Landlord may, in its sole discretion, make such repairs or replacements after providing at
least _____ (___) days prior written notice to Tenant, and Tenant shall repay the cost of such repairs
or replacements to Landlord upon demand.

15.      UTILITIES

         A.       Landlord agrees to provide to or for the Premises, adequate heat, electricity, water,
                  air conditioning, replacement light tubes, trash removal service, and sewage disposal
                  service, in such quantities and at such times as is necessary to Tenant’s comfortable
                  and reasonable use of the Premises, from 8 a.m. to 6 p.m., Monday through Friday.
                  These services will not be provided on Saturdays, Sundays, or any other nationally
                  recognized holidays.

         B.       In the event of any interruption or malfunction for any reason of any utility or
                  service to the Premises or Building, Landlord shall use reasonable diligence to
                  restore such utility or service.

         C.       Any such interruption or malfunction, if restored within a reasonable time, shall not
                  (i) entitle Tenant to be relieved from any of its obligations under this Lease



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                  Agreement; (ii) grant Tenant the right of set-off; (iii) be considered a breach by
                  Landlord; or (iv) entitle Tenant to any damages.

         D.       Should any of the equipment or machinery break down, or for any cause beyond the
                  reasonable control of Landlord cease to function properly, Landlord shall use
                  reasonable diligence to repair the machinery or equipment promptly, but Tenant
                  shall have no claim for rebate of rent or damages on account of any interruptions in
                  utilities services occasioned by or resulting from any such breakdown or cessation
                  for the length of time reasonably required for repair.

16.      JANITORIAL SERVICE

       Landlord agrees to provide the Premises with the following janitorial services: cleaning five
(5) days per week; trash disposal five (5) days per week; vacuuming of carpets twice per week;
cleaning of lighting fixtures twice per year; cleaning of windows (interior and exterior) three (3)
times per year; replacement of light tubes and bulbs as required.

17.      DESTRUCTION OF PREMISES

        If at any time during the term of this Lease Agreement, the Premises or any part of the
Building or Parcel shall be damaged or destroyed in a way that does not render the premises unfit
for the conduct of Tenant’s business or that does not injure Tenant’s business, Landlord shall, at
Landlord’s expense, promptly and through the exercise of reasonable diligence repair the damage
and restore the Premises to the condition existing immediately prior to the damage or destruction.
In such case, there shall be no abatement of rent.

18.      EMINENT DOMAIN

         Either party may terminate this Lease Agreement if the whole or any material part of the
Premises shall be taken or condemned for any public or quasi-public use under law, by eminent
domain or private purchase in lieu thereof (a “Taking”). Landlord shall also have the right to
terminate this Lease Agreement if there is a Taking of any portion of the Building or Property
that would leave the remainder of the Building unsuitable for use as an office building in a
manner comparable to the Building’s use prior to the Taking. In order to exercise its right to
terminate the Lease Agreement, Landlord or Tenant, as the case may be, must provide written
notice of termination to the other within ___ (__) days after the terminating party first receives
notice of the Taking. Any such termination shall be effective as of the date the physical taking
of the Premises or the portion of the Building or Property occurs. If this Lease Agreement is not
terminated, the square footage of the Building leased by Tenant and Tenant’s Pro Rata Share
shall, if applicable, be appropriately adjusted. In addition, Rent for any portion of the Premises
taken or condemned shall be abated during the unexpired Term of this Lease Agreement
effective when the physical taking of the portion of the Premises occurs. All compensation
awarded for a Taking, or sale proceeds (other than compensation that may be separately awarded
to Tenant pursuant to the terms of the next succeeding sentence), shall be the property of
Landlord, any right to receive compensation or proceeds being expressly waived by Tenant.




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        Tenant may, however, file a separate claim at its sole cost and expense in connection with
such Taking for Tenant’s property and Tenant’s reasonable relocation expenses, provided the
filing of the claim does not diminish the award that would otherwise be receivable by Landlord.

        As used in this section, the word “condemned” shall include: (A) receipt of written notice of
the intent to condemn from an entity having the power of eminent domain; (B) the filing of any
action or proceeding for condemnation by any such entity; and (C) the conveyance of any interest in
the Premises by Landlord or Tenant to a public or quasi public authority having the power of
eminent domain with respect to the Premises as a result of the authority’s express written intent to
condemn.

19.      ASSIGNMENT AND SUBLETTING

        Tenant may not sublet or assign its interest under this Lease Agreement without the written
consent of Landlord, except to a business entity that is owned or controlled by Tenant or that is the
survivor of any merger, acquisition, or corporate reorganization in which Tenant’s shareholders
control the survivor. If permission is granted, Tenant may assign its interest in this Lease
Agreement, provided Tenant remains personally liable for the performance of its obligations under
this Lease Agreement through the remainder of the Term, together will all extensions, expansions,
and renewals that may have been executed by Tenant and Landlord prior to any such assignment.
Landlord’s consent shall not be unreasonably withheld.

20.      DEFAULT BY TENANT

       Tenant shall be considered to be in default of this Lease Agreement upon the occurrence
of any of the following events of default:

         A.       Tenant’s failure to pay when due all or any portion of the Rent, if the failure
                  continues for ___ (__) days after written notice to Tenant (“Monetary Default”).

         B.       Tenant’s failure (other than a Monetary Default) to comply with any term,
                  provision or covenant of this Lease Agreement, if the failure is not cured within
                  ____ (__) days after written notice to Tenant. However, if Tenant’s failure to
                  comply cannot reasonably be cured within ___ (__) days, Tenant shall be allowed
                  additional time (not to exceed ___ (__) days) as is reasonably necessary to cure
                  the failure as long as: (i) Tenant commences to cure the failure within ___ (__)
                  days and (ii) Tenant diligently pursues a course of action that will cure the failure
                  and bring Tenant back into compliance with the Lease Agreement. However, if
                  Tenant’s failure to comply creates a hazardous condition, the failure must be
                  cured immediately upon notice to Tenant. In addition, if Landlord provides
                  Tenant with notice of Tenant’s failure to comply with any particular term,
                  provision or covenant of the Lease Agreement on __ (__) occasions during any
                  ___ (__) month period, subsequent violation of such term, provision or covenant
                  shall, at Landlord’s option, be an incurable event of default by Tenant.




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         C.       Tenant is unable to pay its debts when due or admits its inability to pay its debts
                  when due in writing, makes a transfer in fraud of creditors, or makes an
                  assignment for the benefit of creditors.

         D.       Tenant obtains its leasehold estate by a taking of the leasehold estate of a prior
                  tenant hereunder by process or operation of law.

         E.       Tenant is in default beyond any notice and cure period under any other lease or
                  agreement with Landlord in the Building (other than for parking).

21.      REMEDIES

       Upon the occurrence of any Event of Default under this Lease Agreement, whether
enumerated in Section 20 or not, Landlord shall have the option to terminate this Lease Agreement
and Tenants right of possession and collect from Tenant damages equal to any unpaid rent and any
other amount necessary to compensate Landlord for the detriment caused by Tenant’s breach of this
Lease Agreement.

22.      REDELIVERY OF PREMISES

        Tenant agrees to redeliver to Landlord the physical possession of the Premises at the end of
the Term of this Lease Agreement, or any extension of this Lease Agreement, in good condition,
excepting reasonable wear and tear, and damage by fire or from any other cause not attributable to
the willful or negligent act of Tenant, its employees, agents, invitees, or visitors.

23.      HOLDING OVER

        Any holding over after the expiration of the Term of this Lease Agreement shall be deemed
to constitute a tenancy from month to month only, and shall be on the same terms and conditions as
specified in this Lease Agreement, so far as applicable, and at a monthly rental equal to that for the
previous month.

24.      ATTORNEYS’ FEES

         If either party institutes legal action against the other for violation of or to enforce any
covenant or condition of this Lease Agreement, or if either party intervenes in any suit in which
the other is a party to enforce or protect its interest or rights, the prevailing party shall be entitled
to all of its costs and expenses, including, without limitation, reasonable attorneys’ fees.

25.      TIME IS OF THE ESSENCE

         Time is of the essence in this Lease Agreement.

26.      OPTION TO RENEW




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        Tenant is hereby given an option to renew this Lease Agreement for an additional term of
_____ (__) years by giving Landlord written notice on or before ____ (__) days before the
expiration of the Term of this Lease Agreement. The renewal lease is to be upon the same terms,
covenants, and conditions contained in this Lease Agreement except as to Base Rent as provided in
Section 6 above and Tenant Improvements.

27.      SIGNAGE

         A.       Landlord reserves the right for itself or its agents to install a sign designating the
                  Building or Parcel for sale or for lease, and shall be permitted to show the space
                  to a prospective tenant or buyer.

         B.       Landlord acknowledges that Tenant is the sole owner of the sign situated on the
                  Parcel and that Tenant may only enlarge, improve, or remove the sign upon prior
                  consent of Landlord.

28.      TENANT IMPROVEMENTS

         A.       Landlord hereby agrees to a tenant improvement allowance in the total sum of
                  ___________ ($____) (“Tenant Allowance”), which represents the portion of the
                  cost of the Tenant Improvements described in the Work Letter and specified by
                  Tenant to be constructed by Landlord.

         B.       The cost of such Tenant Improvements shall be borne by Landlord up to the amount
                  of the Tenant Allowance.

         C.       All costs of such Tenant Improvements constructed in compliance with the Work
                  Letter in excess of the Tenant Allowance that have been approved by Tenant shall
                  be advanced by Landlord during construction but shall be reimbursed to Landlord by
                  Tenant as provided below.

29.      SUBORDINATION

        This Lease Agreement is subject and subordinate to all mortgages and deeds of trust that
may now or hereafter encumber the Building, Parcel, or any appurtenances thereto, or any leases,
renewals or modifications related thereto. This section shall be self-operative and no further
instruments of subordination shall be required in order for this clause to be effective. Tenant hereby
agrees to execute, within ___ (___) days of a request, any and all reasonable instruments in writing
required by Landlord or any lender to subordinate Tenant’s rights acquired by this Lease Agreement
in accordance with this clause.

30.      DEFINITION OF LANDLORD

        The term “Landlord” shall mean only the owner for the time being of the Building and
Parcel, and in the event of a transfer by that owner of its interest in the Building or Parcel, the owner
shall be released and discharged from all covenants and obligations of Landlord thereafter accruing,



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but such covenants and obligations shall be binding during the Lease Agreement Term on each new
owner, and their successors and assigns for the duration of this Lease Agreement.

31.      LANDLORD’S LIEN

        Landlord shall have at all times a valid lien for all rentals and other sums of money
becoming due under this Lease Agreement from Tenant, subject to any purchase money liens or
security interests outstanding from time to time held by third parties, on all goods, wares,
equipment, fixtures, furniture, and other personal property of Tenant situated on and in the
Premises. After notice of default is given by Landlord, such property shall not be removed from the
Premises without the consent of Landlord, which shall be given when all rent in arrears, as well as
any and all other sums of money then due to Landlord under this Lease Agreement, have been paid.

        Tenant hereby grants a security interest, subject to any purchase money liens or security
interests executed by Tenant outstanding from time to time to third parties, in such personal
property described in this Section 31. The lien hereby granted may be foreclosed on in the
manner and form provided for under the Uniform Commercial Code of the State of _________,
or in any other manner and form provided by law.

32.      ENTIRE AGREEMENT

       This Lease Agreement and the following exhibits and attachments constitute the entire
agreement between the parties and supersedes all prior agreements and understandings related to
the Premises, including all lease proposals, letters of intent and other documents: Exhibit “A”
(Outline and Location of Premises), Exhibit “B” (Work Letter), Exhibit “C” (Parking Plan).

33.      NOTICE

        Wherever in this Lease Agreement it is required or permitted that notice or demand be given
or served by either party on the other, such notice or demand shall be deemed given or served when
written and hand delivered, or deposited in the United States Mail, certified, return receipt
requested, postage prepaid, and addressed as follows:

         To Landlord: ___________________________
                      ___________________________
                      ___________________________
                      ___________________________

         To Tenant:         ___________________________
                            ___________________________
                            ___________________________
                            ___________________________



                                    [SIGNATURE PAGE TO FOLLOW]



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        IN WITNESS THEREOF, each of Landlord and Tenant has caused this Lease Agreement
to be executed on the date first written above.



TENANT: _____________________

By: ___________________________
Name: ________________________
Title: _________________________


LANDLORD: ___________________

By: ___________________________
Name: ________________________
Title: _________________________



             CERTIFICATE OF ACKNOWLEDGEMENT OF NOTARY PUBLIC
                        STATE OF _______________________



                    [INSERT APPROPRIATE LANGUAGE FOR YOUR STATE]




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                                                EXHIBIT A
                                     (Outline and Location of Premises)




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                                                    EXHIBIT B
                                                   (Work Letter)




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                                                    EXHIBIT C
                                                   (Parking Plan)




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DOCUMENT INFO
Description: This Office Lease Agreement is between a landlord and a tenant, and it contains all the essential language for executing a lease agreement. This document allows the parties to customize the price, terms, and conditions for leasing out the property as office space, or for leasing an office from a landlord. This document in its draft form contains numerous of the standard clauses commonly used in these types of agreements; however, additional language may be added to allow for customization to ensure the specific terms of the parties’ agreement are addressed. This document can be used by a landlord or tenant to ensure that any agreement for a lease is clearly laid out and well-documented.
This document is also part of a package Office Lease Starter Kit 8 Documents Included