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Landlord Terminating Tenant Lease Sample Letter document sample
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OFFICE LEASE AGREEMENT
(JPV Gaslight – Dr. Smith, D.C. - Chiropractor)
Made as of this __ day of , 2007 between limited liability company, of (“Landlord”) and Dr. ,
D.C., a _____________________, of __________________, _______________, _____
(“Tenant”).
Landlord leases to Tenant the Premises at the Rent during the Term for the Permitted Uses and
under the terms and conditions of this Retail Lease Agreement (the “Lease”) as follows (all capitalized
terms not defined in Section 1 are later defined in this Lease):
1. SUMMARY OF TERMS AND DEFINITIONS
1.1. Property and Premises.
1.1.1. “Property:” [Describes property, including street address]
1.1.2. “Premises.” An office suite on the first floor in the Building commonly known as
… located approximately as shown on attached Exhibit A and consisting of
approximately 1,177 usable square feet and, after application of an agreed 10% core
conversion factor, 1,295 Rentable Square Feet.
1.2. “Term:” Commencing on the Commencement Date and continuing for five (5) years
after the Rent Commencement Date. The Commencement Date is projected to be approximately 30-45
business days following the issuance of Landlord‟s Work building permit. See Section 2.1.
1.3. “Rent” (see Section 4).
1.3.1. “Base Rent” for each year of the Term: $xxxxx
1.3.2. “Monthly Installment” of Base Rent for each year of the Term: $xxxxx
1.3.3. “Additional Rent” includes Tenant's Expense Share of all Operating Expenses
and Taxes for the Property. „Tenant‟s Expense Share” shall equal the Rentable Square
Feet in Section 1.1.2 divided by the Rentable Square Feet in Section 1.1.1, expressed
as a percentage (being 3.86% subject to Section 1.1.3).
1.3.4. During the Term and Renewal Option(s) the Base Rent and Monthly
Installments shall be increased by 3% per year, on each anniversary date of the Rent Commencement
Date. See Section 4.1.
1.4. “Utilities”. Tenant shall arrange and pay for all utilities and janitorial to the Premises.
Landlord shall arrange and pay for all utilities to all Common Areas, the cost of which shall be Operating
Expenses. See Section 5.
1.5. “Permitted Uses”. Tenant shall occupy and use the Premises solely for the purposes
of the operation of a chiropractic services office. (the “Permitted Uses”).
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1.6. “Renewal Option(s):” One (1) option of five (5) years. See Section 11.
1.7. “Landlord's Work and Tenant’s Work”. Landlord shall provide the Premises in a
“white box” condition by completing the “Landlord's Work” described on attached Exhibit B. Tenant
shall provide all other improvements and equipment necessary for Tenant's business, including as
described as “Tenant's Work” on attached Exhibit B. Landlord shall provide Tenant an
“Improvement Allowance” of , consisting of $20.00 per each of the usable square feet in the
Premises, which shall be used and disbursed for Tenant‟s Work as provided in Section 2.2.
1.8. “Security Deposit: to be held by Landlord and used and refunded in accordance with
Section 16.1.
1.9. “Guarantor:” Dr. ____, D.C., shall guaranty, by written guaranty in the form of the
attached Schedule 1, timely payment and performance of Tenant's obligations under this Lease.
1.10. “Broker:”
1.11. Any conflicts between the terms of this Section 1 and any other part of this Lease shall
be controlled by this Section 1.
2. DELIVERY AND ACCEPTANCE OF PREMISES
2.1. Commencement. The Term shall begin on the Commencement Date and end after the
Term, subject to earlier termination as provided in this Lease and subject to Tenant's exercise of its
Renewal Options, if any. The “Commencement Date” is the date on which Landlord tenders to
Tenant possession of the Premises with all Landlord Work substantially complete exclusive of those
items which do not materially and adversely affect Tenant‟s ability to commence and complete Tenant‟s
Work. The Commencement Date is projected in Section 1, but Landlord does not commit to that date
and shall not be liable to Tenant for any delays. The “Rent Commencement Date” shall be the earlier
of i) the date Tenant opens for business on or from the Premises, and ii) 90 days after the Landlord
Work is substantially complete as described above (which number of days shall be reduced as provided
in Section 2.3 and by each day of delay in commencing on or progressing with Landlord's Work caused
by Tenant's failure to deliver to Landlord within fifteen (15) days of the date of this Lease a sketch of
the Premises specifying and locating all variable or optional components of Landlord's Work). Landlord
shall tender the Premises to Tenant under this Section by written notice of the Commencement Date. If
Tenant does not within ten (10) days of the notice object in writing (supplying details for the objection)
to such tender, Tenant shall be conclusively deemed to have accepted the Premises as properly
tendered in the condition required of Landlord and “AS IS” (but subject to any “punch list” items
previously provided to Landlord). If any dispute arises as to whether the Commencement Date has
occurred, a certificate furnished by Landlord's architect certifying the date of such shall be conclusive
and binding upon Landlord and Tenant.
2.2. Tenant‟s Work. Tenant shall promptly submit to Landlord plans and specifications for
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Tenant Work which shall comply with the attached Exhibit B. Landlord shall have five business days to
approve or disapprove of such (and Tenant shall resubmit within ten (10) business days with changes to
comply with Landlord's disapproval, if applicable). Upon Landlord‟s final approval of such plans and
specifications, Tenant shall install or cause to be installed on the Premises the Tenant Work by
contractor(s) approved by Landlord and consistent with Landlord's standards for leasehold
improvements. Section 6.3 shall govern any further improvements. Up to the Improvement Allowance
described in Section 1.7, if any, Landlord shall reimburse Tenant for its actual costs incurred for
completion of Tenant‟s Work. Such Improvement Allowance shall be disbursed a) on a balance to
complete basis (with the costs to complete Tenant‟s Work at all times not to exceed the then balance of
the Improvement Allowance, less retainage) using a 10% retainage (to be disbursed upon substantial
completion); b) no more than once a month upon at least ten days written notice; c) based, if Landlord
so requests, on one or more of an architect‟s certification, a contractor‟s sworn statement and
requisition form (AIA form G720), a schedule of costs, waivers of liens, and other items deemed
appropriate by and in form acceptable to Landlord; and d) as to the final disbursement, after Landlord‟s
receipt of a copy of Tenant‟s Work final plans and specifications and a copy of the Premises‟ certificate
of occupancy.
2.3. Tenant Access. Landlord shall upon substantial completion of Landlord's Work and
may, at Landlord's absolute discretion, prior to that time provide Tenant and its agents and contractors
access to the Premises for the purposes of completion of Tenant's Work, installing business fixtures and
otherwise preparing the Premises for Tenant's business. Tenant shall indemnify and hold Landlord
harmless from and against all costs, claims, damages, and liabilities (including costs of settlement,
judgments, court costs and actual attorneys fees and other defense costs) claimed or asserted against or
sustained by Landlord resulting from Tenant's and its agents' and contractors' access to the Premises as
provided in this Section 2.3. Should Landlord allow Tenant or its agents or contractors access to the
Premises before the completion of Landlord's Work and their presence or activities delay the
completion of Landlord's Work, the time period provided in ii) of Section 2.1 shall be reduced by a
period equal to that delay.
2.4. Common Areas. Landlord shall operate, manage, insure, repair and maintain areas and
facilities of common benefit to various tenants and occupants of the Property such as parking areas,
driveways, sidewalks and landscaped areas, in all cases as designated from time to time by Landlord as
common areas (“Common Areas”). All Common Areas shall be under the exclusive control and
management of Landlord. Landlord may allow the use of the Common Areas for entertainment events
and, on a temporary or permanent basis, the placement of kiosks, carts, advertising and other displays.
2.5. Leased Personal Property. If any personal property and/or equipment is provided by
Landlord with the Premises, Landlord shall not be considered the vendor of such (having served merely
as Tenant's procurement agent) and Landlord makes no warranties, expressed or implied, including any
warranties of marketability or fitness for use (all of which are expressly disclaimed) and Tenant accepts
all such property and equipment “AS IS.”
3. USE AND QUIET ENJOYMENT OF PREMISES
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3.1. Use. Tenant shall use the Premises during the Term solely for Permitted Uses and for
no other purpose without the prior written consent of Landlord. Tenant shall, at its expense, comply
with all applicable laws and the requirements and recommendations of any insurance underwriter,
inspection bureau or similar agency, in each case as such relates to the Premises or the Property and/or
Tenant's activities on or about the Premises and the Property. Tenant shall not keep or permit to be
kept any property on or about the Premises or conduct any activity, which exceeds the Property's rated
capacities or is prohibited by or could cause any increased premiums for Landlord‟s insurance. Tenant
shall not do or permit anything to be done in or about the Premises or the Property which shall in any
way obstruct or interfere with any other tenant's use of the Property. Tenant shall comply with such
“Rules and Regulations” as may from time to time be adopted, supplemented and amended by
Landlord. Landlord agrees that Tenant, while not in Default under this Lease, shall occupy and enjoy
the Premises throughout the Term without hindrance by Landlord or any persons claiming under
Landlord, subject only to this Lease and any mortgage(s) to which this Lease is subordinate and to
Landlord's right to show the Premises (without material interference with Tenant's use of the Premises)
to prospective purchasers, lenders and tenants.
3.2. Compliance with Laws. Tenant shall not permit on or about the Property or the
Premises any inflammable or explosive material. Tenant shall not itself and shall not allow any of its
agents, employees, contractors, or invitees to place, store, generate, transport, or otherwise deposit,
release or dispose of any Hazardous Substance to, upon or from the Property or the Premises, except
in each case with the advance written approval of Landlord and otherwise in compliance with all
Environmental Laws. If any Hazardous Substance is discovered on, in or from the Premises resulting
from the actions or inaction of Tenant or its agents, employees, contractors or invitees, whether such
discovery is made during the Term or at any later time, Tenant shall, at its sole cost and expense, take
all steps necessary to remove and properly dispose of such substance and cleanup or repair any
resulting contamination or damage in full compliance with Environmental Laws and to the satisfaction of
Landlord. Tenant shall defend, indemnify and hold Landlord harmless from and against any claims,
damages (including decreased value of the Property), and liabilities, including cost of settlements,
judgments, court costs, and actual attorneys fees claimed or asserted against or sustained by Landlord,
resulting from Tenant's failure to fully comply with the provisions of this Section 3.2. The obligations of
Tenant under this Section 3.2 shall survive the expiration or other termination of this Lease.
“Hazardous Substance” shall mean any substance defined as hazardous by or regulated under the
Comprehensive Environmental Compensation and Liability Act of 1980, 42 U.S.C. 9601, et seq., Part
201 of the Natural Resource and Environmental Protection Act, MCLA 324.20101, et seq, the
Resource Conservation Recovery Act, 42 U.S.C. 6901, et seq., all rules and regulations promulgated
under any of such laws and any other applicable laws, rules and regulations (collectively, the
“Environmental Laws”).
4. OBLIGATIONS AND MANNER OF PAYMENT
4.1. Base Rent. Tenant shall pay to Landlord total Base Rent equal to the Base Rent (as
adjusted by any Base Rent increases provided in Section 1.3) times the years in the Term. Tenant shall
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pay such Base Rent on or before the first day of each calendar month during the Term in the amount of
the Monthly Installment, consisting of one twelfth of the then annual Base Rent.
4.2. Additional Rent. On the first day of each calendar month during the Term, Tenant shall
pay Landlord as a part of Additional Rent an amount equal to one-twelfth (1/12th) of Tenant's Expense
Share of all Operating Expenses (as defined in Section 4.3) for the calendar year in which such month
falls. Tenant shall pay such payment monthly on an estimated basis. After the end of each calendar year,
Landlord shall calculate the actual amount of Operating Expenses for such year and shall credit to
Tenant any overpayment or invoice Tenant for any deficiency, which invoice shall be paid within ten
(10) days.
4.3. Operating Expenses. “Operating Expenses” for the purposes of this Lease shall mean
all expenses incurred by Landlord, without duplication, to the extent they are attributable, according to
generally accepted accounting practices, to the operation, administration, supervision, maintenance,
repair, replacement, improvement and protection of all areas of the Property, including the Common
Areas and surrounding areas. Operating Expenses shall include, by way of example and not by way of
limitation, the following: all wages, salaries, employee benefits and other employment related expenses;
all charges of Landlord's non-employee agents and independent contractors; charges for and expenses
of property administration and management (management charges equal to 15% of all other Operating
Expenses plus reimbursement of all costs of providing such services shall be deemed reasonable); legal,
accounting, maintenance, repairs, security or other services; the cost of all materials or supplies net of
sales to tenants; the cost of all utilities, net of sales to tenants; the costs of office space and office
operations; all insurance premiums (for hazard, liability and all other insurance carried by Landlord and
related to the Property); costs of adjusting insurance claims; losses not reimbursed due to insurance
policy deductibles; all rental paid (and, if not rented, 15% of its cost per year) for the machinery and
equipment used for or at the Property; all license, permit and inspection costs and fees; all sales, excise,
value added or similar taxes; and all condominium assessments and charges. However, Landlord shall
reduce Operating Expenses by the amount of any separate reimbursements received by Landlord from
any tenants occupying space which space is not considered in the calculation of Tenant‟s Expense
Share.
4.4. Taxes. On the first day of each calendar month during the term of this Lease, Tenant
shall pay to Landlord as a part of Additional Rent an amount equal to one-twelfth of Tenant's Expense
Share of the Taxes (as defined in this Section) for the calendar year. Tenant shall pay such payment
monthly on an estimated basis. At the end of each calendar year, Landlord shall calculate the actual
amount of Taxes for such year and Landlord shall credit to Tenant any overpayment or invoice Tenant
for any deficiency, which invoice shall be paid within ten (10) days. “Taxes” shall be all amounts
imposed on Landlord during each calendar year (based upon when first payable) for property taxes,
assessments (general and special), and other governmental fees, charges and other impositions of any
kind levied upon the Property or personal property used in connection with operating the Property,
including all taxes, levies and charges which may be assessed, levied or imposed in replacement of (as
evidenced by the relevant legislative history), or in addition to, all or any part of such, whether or not
measured, calculated by or based upon the Property or any estate or interest in the Property or the
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revenue or income generated by the Property. Taxes shall also include any expenses (including
attorney's fees) incurred by Landlord in attempting to obtain a reduction of Taxes. However, Landlord
shall reduce Taxes by the amount of any separate reimbursements received by Landlord from any
tenants occupying space which space is not considered in the calculation of Tenant‟s Expense Share.
Tenant shall also pay to Landlord, as Additional Rent and within thirty (30) days of invoice, the amount
of any and all Taxes measured by or attributable to the cost or value of the equipment, furniture, fixtures
and other personal property at or of the leasehold improvements (regardless of the owner of title to
such) in or made to the Premises (as to leasehold improvements, only to the extent their cost or value
exceeds the Property standard build out as reasonably determined by Landlord) and when paid by
Tenant such Taxes (and any similar amounts received by Landlord from other tenants at the Property)
shall not be included in the calculation of Tenant‟s Expense Share of Taxes.
4.5. Changes in Additional Rent Installments. If Landlord shall change its fiscal year or for
any other reason it appears to Landlord that its estimate will vary from actual Operating Expenses or
Taxes by more than five percent (5%) for a given calendar year, Landlord may, by notice to Tenant,
revise its estimate for such year and subsequent monthly estimated payments by Tenant shall be
adjusted to eliminate the estimated shortfall or surplus by the end of the calendar year.
4.6. Tenant‟s Expense Share Adjustment. Should the Building be expanded (or decrease in
size) at any time after the execution of this Lease, then effective upon such expansion (or decrease),
Tenant's Expense Share shall be adjusted as agreed between Landlord and Tenant. In the absence of
such an agreement, the Tenant's Expense Share shall be determined as provided in Section 1.3.3.
Absent any such change, the Building's and Premises' Rentable Square Feet shall remain as provided in
Section 1.1. “Rentable Square Feet” for the purposes of this Lease shall be determined by measuring
leasable square footage in accordance with the then current standard method for measuring floor area in
a similar type building as published by Building Owners and Managers Association International except
the core conversion factor for the first floor of the Building shall be zero and for all other areas of the
Building shall be that stated in Section 1.1.2.
4.7. Cost Pools. Landlord shall have the right, from time to time and in its discretion, to
equitably allocate some or all of the Operating Expenses among different occupants of the Property (the
“Cost Pools”). The Operating Expenses within each of the Cost Pools shall be allocated and charged
in an equitable manner. In addition, Landlord shall have the right to charge Tenant directly, as
Additional Rent, an equitable portion of any costs (based on hours of operation of Tenant), such as late
night security and lighting, which could otherwise be included in Operating Expenses, but are attributable
to use of the Property by a group of tenants, including Tenant, which is less than all of the Property‟s
tenants. Tenant shall pay such to Landlord within thirty (30) days of invoice for the same. Any amount
of Operating Expenses Landlord collects from tenants under this Section shall reduce Operating
Expenses prior to the calculation of Tenant‟s Expense Share of Operating Expenses.
4.8. Payment Obligations. If the Commencement Date (or end of the Term) is a day other
than the first (or last) day of the calendar month, all of Tenant's payment obligations under this Lease
(collectively the “Payment Obligations”) attributable to that month shall be prorated. All payments to
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Landlord shall be delivered to Landlord at the address on the first page of this Lease or to such other
address as Landlord shall designate in writing from time to time. All Payment Obligations constitute
independent obligations of the Tenant and shall be paid by Tenant without right of deduction or offset
and shall, unless otherwise elected by Landlord, survive the termination of this Lease. Any Payment
Obligation not paid to Landlord when due shall be assessed a one time late charge of five percent (5%).
In addition, past due Payment Obligations owed to Landlord shall be deemed involuntary extensions of
credit by Landlord to a business entity and shall bear interest from time to time at the prime rate of
interest as reported by The Wall Street Journal plus three percent (3%) or, if less, the highest rate
allowed by law (the “Interest Rate”). Past due Payment Obligations shall not be considered paid until
any late charge and interest is also paid.
5. UTILITIES
5.1. Provision of Utilities. Landlord shall provide utility systems and arrange for utility
services to the Common Areas. Landlord shall provide systems of delivery for electricity, gas and water
and sewer to an outer wall of the Premises and install all related utility meters. Tenant shall be
responsible to repair, maintain and replace all utility meters (wherever located) exclusively used for the
Premises. Tenant shall install, repair, maintain and replace all utility distribution systems within the
Premises and repair, maintain and replace any outside of the Premises exclusively serving the Premises.
Tenant shall arrange for utility providers to provide, at Tenant‟s expense, all utility services needed at the
Premises, including electricity, gas, janitorial services and any related hook-up charges, but excluding
water and sewer which Landlord shall provide. Tenant shall have all such utilities to the Premises
metered in its own name and shall pay all charges and deposits for those utilities. Landlord may elect
from time to time to supply any utility service to Tenant (for example, by installing a transformer and
purchasing primary electrical power for distribution to tenants) through Tenant‟s separate meter
provided the cost to Tenant for such does not exceed the amounts the applicable public utility would
then charge. Unless Landlord provides garbage and refuse dumpsters and removal services to Tenant,
Tenant at its expense shall arrange for such to be provided consistent with Landlord‟s rules and
regulation and Landlord may require Tenant to use its designated service provider to the exclusion of
any others.
5.2. Use of Utilities. Tenant shall use utilities and mechanical systems only within the
capacity of existing Property systems. Landlord shall not be liable for damages resulting from utilities
interruptions (whether or not supplied by Landlord) caused by casualty, accident, labor dispute, the
making of necessary repairs or improvements to the Property the acts or omissions of other tenants,
their agents, contractors or invitees, or any other cause which is beyond the reasonable control of
Landlord nor shall any utility or other service interruptions be deemed an actual or constructive or partial
eviction nor result in any abatement of the Payment Obligations. Landlord may take any energy
management measures it deems necessary for energy conservation.
6. MAINTENANCE, REPAIRS AND ALTERATIONS
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6.1. Landlord‟s Obligations. Landlord shall maintain, repair and replace all Common Areas
and the Building outer walls (excluding doors and windows and other glass), roofs (consisting of
structural components and the exterior roof surface) and foundations. Landlord shall do with such
minimal interference with Tenant's use of the Premises as is reasonably necessary under the
circumstances. Such interference shall not be deemed an actual or constructive or partial eviction nor
result in abatement of any Payment Obligations. The cost to Landlord of all such maintenance, repairs
and replacements shall be included in Operating Expenses, except to the extent reimbursed by insurance
proceeds.
6.2. Tenant‟s Obligations. Except as provided in Section 6.1, Tenant shall maintain and
make all repairs, alterations and replacements necessary to maintain the interior of the Premises (and all
mechanical systems, utility meters and other utility components outside of the Premises which exclusively
serve the Premises) and the Premises‟ exterior doors and windows and other glass, all in first class
condition and in compliance with all applicable laws, regulations, ordinances and codes (all as
reasonably determined by Landlord from time to time) and shall surrender the Premises when required
by this Lease in good condition (and with all utility systems, including light fixtures, intact). Tenant shall
also be responsible for all repairs and replacements to the Property required due to the neglect or willful
act of Tenant, its agents, contractors or invitees, except where the costs are covered by insurance
proceeds. Landlord may perform any of Tenant's maintenance, repair or replacement responsibilities if,
after reasonable written notice to Tenant, Tenant has not promptly completed such and Tenant shall
reimburse Landlord in the amount of 115% of all costs incurred within ten (10) days after receipt of
Landlord's invoice. All such invoices shall constitute Payment Obligations.
6.3. Tenant‟s Alterations. Tenant may make, at its sole expense, alterations, improvements
and additions to the Premises only after obtaining Landlord's advance written approval to be given in
Landlord's sole discretion (however, Landlord‟s approval of casualty damage restoration shall not be
unreasonably withheld). Landlord‟s approval of Tenant‟s Work or any Tenant alteration, improvement
or addition plans shall not make Landlord responsible for their accuracy or sufficiency in any respect or
their compliance with any applicable laws. Tenant shall not attach or hang any curtains, shades, awnings
or other items to any window, interior or exterior, or on any outside wall (however, Landlord shall not
unreasonably withhold consent to interior window shades but Landlord may require such to have a
generally uniform appearance in the Building). All alterations, improvements and additions, including the
Tenant Work, which are not movable trade fixtures shall be the property of Landlord and shall remain
upon and be surrendered with the Premises, unless Landlord requests removal, in which case Tenant
shall remove the designated alterations, improvements and additions and repair any damages resulting
from such removal. Tenant shall not (and has no authority to) cause or allow any construction lien or any
other encumbrance or lien, by operation of law or otherwise, to attach or be placed upon the Premises
or any of the Property.
6.4. Tenant‟s Signs. Landlord shall include Tenant‟s name and Suite number on the
Building‟s lobby directory of Building occupants and allow Tenant to have its name on its primary door
leading into the Premises. All signs to be installed by Tenant shall comply with “Landlord's Sign
Criteria” attached as Exhibit C and shall be installed only after written approval by Landlord (such
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approval being in Landlord‟s absolute discretion, compliance with Landlord‟s Sign Criteria not entitling
Tenant to such approval). Tenant shall assure its signs at all times comply with all requirements of
appropriate governmental authorities and Tenant shall at its expense obtain all necessary permits or
licenses. Tenant shall maintain all of Tenant's signs in good condition and repair and, during normal
business hours, properly lit, and shall save Landlord harmless from injury to person or property, arising
from the erection and maintenance of such signs. Upon vacating the Premises, Tenant shall remove at
Landlord‟s request all of its signs and repair all damage caused by such removal, including the filling of
holes.
7. DAMAGE BY FIRE OR OTHER CASUALTY
7.1. Restoration. If, during the Term, the Premises are partially or totally destroyed by fire
or other casualty so as to become partially or totally untenantable, Landlord shall use the resulting
insurance proceeds to repair the Premises as speedily as possible, unless this Lease is terminated as
provided in Section 7.2. In the event of no termination, there shall be no abatement in Tenant's Payment
Obligations. Tenant shall have no right against Landlord or its agents or contractors for damages for loss
of business. Landlord shall have no obligation to repair, restore or replace any alterations, additions,
replacements or improvements made to the Premises by or for Tenant (other than Landlord‟s Work) or
any of Tenant's trade fixtures, equipment or personal property, all of which shall be repaired or restored
by Tenant at its expense.
7.2. Termination. If the Premises or any building on the Property shall be partially or totally
destroyed by fire or other casualty and the cost of restoring to the condition existing prior to such
damage is not covered by insurance proceeds or such cost shall equal or exceed fifty percent (50%) of
the fair market value of the destroyed Premises or building immediately prior to the damage, Landlord
may terminate this Lease within thirty (30) days after the damage (or, if later, the date the amount of
insurance proceeds payable is determined) and the Lease shall as of the date the damage occurred
terminate (excluding any Tenant indemnification obligations) and a) all Payment Obligations shall be
adjusted to that date, and b) Tenant shall pay to Landlord the amount of any Improvement Allowance
described in Section 1 which has not been amortized as of that date (or, if later, the date on which
Landlord‟s rent loss insurance no longer pays what would have been Tenant‟s Base Rent obligation had
this Lease not been terminated) based on an amortization term equal to the initial Term and interest at
the Interest Rate.
8. INSURANCE AND SUBROGATION
8.1. Landlord‟s Obligation. Landlord shall insure the Property against loss or damage under
a policy of fire and extended coverage insurance (including rent loss coverage if deemed appropriate by
Landlord) in amounts and deductibles and exclusions, as Landlord shall deem appropriate. Landlord
shall insure the Common Areas with commercial general liability insurance in the amounts as Landlord
shall deem appropriate. Any personal property kept on the Premises as well as all Tenant Work and
any alterations, additions and replacements to the Premises by or for Tenant (other than Landlord‟s
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Work) shall not be insured by Landlord and shall be at Tenant's sole risk. Landlord shall have the right
to carry or cause to be carried by Tenant additional types of insurance in whatever limits Landlord
deems appropriate.
8.2. Tenant‟s Obligations. Tenant shall, at its own expense, obtain and keep in force a
policy of commercial general liability insurance (with a contractual liability endorsement) written on an
occurrence basis covering the Premises and any losses or claims arising in whole or in part from
Tenant‟s or any of its agent‟s, employee‟s, contractor‟s and invitee‟s use of the Premises and the
Property, and covering the liabilities assumed by Tenant under this Lease. Such insurance shall name
Landlord, each holder of a Mortgage (as defined in Section 14) and each other party designated by
Landlord as an additional insured (with coverage extended to an additional insured to be at least as
broad as that extended to the named insured), and include such coverages and in such amounts as from
time to time typically obtained by business occupants of property similar to the Property (but as of the
Commencement Date with minimum single limits of coverage for any one occurrence of $2,000,000.00)
with a deductible not to exceed $1,000.00. Tenant shall insure all personal property kept on the
Premises and all alterations, additions and replacements to the Premises made by or for Tenant (other
than Landlord‟s Work) against loss or damage under a policy of fire and extended coverage insurance
in its full replacement cost with deductibles and exclusions typically obtained by similar businesses. All
Tenant insurance shall be issued by an insurer reasonably acceptable to Landlord and provide it is
primary coverage and not excess over or contributory with any other insurance coverage. Tenant shall
furnish Landlord with evidence acceptable to Landlord that all such insurance is in effect (unless
otherwise directed by Landlord, using Accord 27 certificate) and, upon request, actual policies. Each
policy shall provide that Landlord (and each additional insured) be given thirty (30) days' prior written
notice of cancellation, material change or non-renewal of the policy.
8.3. Waiver. Tenant waives all claims against Landlord in respect of, and agrees to
indemnify, defend and hold Landlord harmless from any liability or loss (including actual attorneys' fees)
in connection with, damage (actual or alleged) to any property (including, without limitation, inventory,
documents, files and work product) or injury to or death of any person (actual or alleged) related in any
way to the use of or presence at the Property of Tenant or its employees, agents, contractors and
invitees except to the extent not covered by the insurance obtained (or required by this Lease to be
obtained) by Tenant and caused solely by the gross negligence or willful misconduct of Landlord or its
employees. Any indemnification under this section shall constitute Payment Obligations payable upon
demand. Any insurance maintained by Tenant shall contain a clause or endorsement under which the
insurer waives all rights of subrogation against the Landlord and its agents with respect to losses payable
under the policy.
9. EMINENT DOMAIN
If all or any part of the Property is taken under the power of eminent domain by (or conveyed in
lieu of such exercise to) any public authority, then Tenant's obligations as to any part of the Premises so
taken as of the date of taking shall terminate. In the case of a partial taking, Landlord may terminate this
Lease by notice within thirty (30) days after the taking and Tenant may similarly terminate if the portion
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of the Premises taken substantially impairs Tenant's use of the balance of the Premises for any of the
Permitted Uses. Any such termination shall be effective as of the date of taking (except Tenant‟s
indemnification obligations shall survive such termination) and all Payment Obligations shall be adjusted
to that date. If this Lease shall be terminated as to only part of the Premises, all Payment Obligations
shall abate based on the Rentable Square Footage taken from the Premises and Landlord shall restore
the balance of the Premises to a reasonably tenantable condition (but limited to the matters covered by
Landlord‟s Work). All damages awarded for any taking of all or any part of the Property shall belong
to Landlord, whether as compensation for diminution in value of the leasehold or of Landlord's fee
interest. Landlord shall not be entitled to any separate award made to Tenant (which does not diminish
Landlord‟s claim) for removal and reinstallation of Tenant's fixtures, for moving expenses or for loss of
business.
10. ASSIGNMENT AND SUBLETTING
Tenant may not mortgage, encumber, pledge or assign this Lease or sublease (including any
license, concession or other right of occupancy or use) all or any part of the Premises without
Landlord's prior written consent, which may be withheld in Landlord's discretion. If Tenant is an entity
rather than an individual, any transfer of voting or equity interests in Tenant and any merger or
consolidation involving Tenant shall be considered an assignment of this Lease requiring Landlord's
approval under this Section 10. No assignment or sublease shall release Tenant from any of its
obligations under this Lease except with Landlord's written agreement. Upon any assignment or
sublease (whether with or without Landlord‟s consent), Landlord shall be entitled to a) increase annual
Base Rent (with the Monthly Installment to then be one twelfth of the increased amount), subject to any
further increases in Base Rent on a proportionate basis to that provided in Section 1, to either i) the
highest total of Base Rent and Percentage Rent, if applicable, due during any previous year or ii) the
Base Rent provided as of the Rent Commencement Date increased by any increase in the Consumer
Price Index (as selected by Landlord) from that date to the date of the sublease or assignment, and b)
receive either i) all consideration given to or for Tenant‟s benefit in consideration of such assignment or
sublease which, when received, shall reduce Tenant‟s Payment Obligations under this Lease (allocated
over such portions of the Term as Landlord reasonably determines) with any excess to be retained by
Landlord, or ii) succeed to Tenant‟s interest in such assignment or sublease. Tenant‟s only remedy for
any Landlord breach of this Section 10 shall be limited to declaratory judgment and injunction relief and
Tenant waives all other remedies, including any amount of monetary damages and any right to terminate
this Lease.
11. OPTION TO RENEW
Tenant may extend the Term under the Renewal Option, if any, described in Section 1, if (unless
Landlord in its absolute discretion waives in writing expressly for such purpose of this Section 11 any of
the following conditions): a) Tenant shall not be in Default (and no condition exists which with the
passage of time or notice or both could become an Event of Default) under this Lease when any
Renewal Option is exercised and at the commencement of any extension; b) during the Term to such
dates of exercise and extension commencement Tenant has not been in Default more than twice; and c)
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Tenant has continually operated its business at the Premises for the Permitted Uses (exclusive of
reasonable periods for casualty repairs and renovations to the Premises as allowed under this Lease).
Each Renewal Option election shall be exercised by Tenant giving to Landlord written notice of its intent
to so extend, which notice must be given not later than one hundred eighty (180) days prior to the date
the Term would otherwise expire. During any extension, the parties shall be bound by all of the
obligations applicable during the initial Term and the Base Rent to be paid by Tenant to Landlord during
any extension shall be increased if and as provided by Section 1. Tenant‟s right to renew is personal to
the Tenant named on page one and may not be exercised by or for the benefit of any assignee,
sublessee, transferee or other successor (including the named Tenant if a successor by merger or
consolidation) of or to that named Tenant.
12. EVENTS OF DEFAULT AND LANDLORD'S REMEDIES
12.1. Default. The occurrence of any one or more of the following “Events of Default”
shall put Tenant in “Default” under this Lease and be a material breach by Tenant: (a) Tenant shall fail
to pay any amount to Landlord when due; (b) Tenant shall fail to perform any other covenant or
agreement in this Lease, which failure continues for ten (10) days after Landlord gives notice to Tenant
(which notice shall also constitute the statutory required Notice to Quit for Michigan‟s Summary
Proceeding); (c) Tenant or any Guarantor shall make a general assignment for the benefit of creditors;
or shall admit in writing an inability to pay debts as they become due; or shall file (or have filed against it
without dismissal in sixty days) a petition in any proceeding seeking any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief under any present or future statute,
law or regulation or seeking appointment of a receiver, trustee, custodian or other similar official for it or
for all or any substantial part of its property; or be adjudicated insolvent or bankrupt; or a receiver,
trustee, custodian or other similar official shall be appointed for it or for all or any substantial part of its
property; or have a substantial part of its property attached, executed upon or otherwise impressed with
a lien in favor of one or more creditors which is not vacated or discharged within ten (10) days; (d)
Tenant shall vacate or commence to vacate, close its business or commence to close its business at, or
remove or commence or attempt to remove all or a substantial portion of its personal property from, the
Premises; (e) Tenant shall permit or cause any lien to be created upon the Premises or the Property or
any of Tenant‟s interests under this Lease; and (f) the occurrence of more than two Defaults within any
twenty four (24) month period regardless of Tenant‟s cure of the earlier Defaults and for such purpose
no opportunity to cure otherwise provided by this Lease shall apply (giving Landlord upon such chronic
Default the immediate right to exercise its remedies without any Tenant right to cure).
12.2. Remedies. Upon the occurrence of any Event of Default, in addition to any other
remedies provided by law, Landlord may terminate this Lease, or Landlord may without terminating this
Lease re-enter the Premises and dispossess Tenant or any other occupant of the Premises and remove
Tenant's effects (disposing or, at Tenant‟s expense, storing such at Landlord‟s election) and relet the
Premises for the account of Tenant (Tenant acknowledging Landlord has no such obligation to relet the
Premises so long as other unleased space at the Property, or other properties owned by Landlord or its
affiliates, acceptable for prospective tenants exists) for such rent and on such terms as shall be
satisfactory to Landlord, crediting the actual proceeds (after deducting the costs and expenses of re-
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entry, alterations and additions and the expense, including real estate commissions and attorney fees, of
reletting) to the unpaid amounts due under the Lease during the remainder of the Term and Tenant shall
remain liable to Landlord for the balance owed.
12.3. Judgment. Upon termination of this Lease as a result of an Event of Default, Landlord
shall be entitled to money judgment against Tenant in the amount of the aggregate of the following: (a) all
unpaid Payment Obligations due on or before the date of termination, together with interest at the
Interest Rate; (b) the excess, if any, of all Payment Obligations over the fair rental value of the Premises,
which would come due after the date of termination but for the termination, reduced to present value
using as a discount factor the discount rate of the Federal Reserve Bank of Chicago in effect at the time
of judgment; (c) any other amount necessary to compensate Landlord for all the detriment which was
proximately caused or which in the ordinary course of business would likely result as a consequence of
Tenant's failure to perform its obligations in this Lease; and (d) interest on all such amounts until paid at
the greater of the Interest Rate or the rate then applicable to money judgments in the State of Michigan.
12.4. Violations of Rules and Regulations. In recognition of Landlord‟s interest in enforcing
the Rules and Regulations, Landlord shall be entitled, in addition to any other available remedies, to
assess Tenant Two Hundred Dollars ($200.00), payable upon demand, for each day (or partial day)
during which a violation by Tenant or any of its employees, agents, contractors or invitees of any of the
Rules and Regulations exists.
12.5. Payments and Jury Trial. No partial payment by Tenant and acceptance by Landlord of
any amount claimed to be owed to Landlord shall constitute Landlord‟s waiver of its claim for the
balance unless prior to Tenant‟s tender of such payment Landlord has signed a separate agreement to
that effect captioned in bold “Accord and Satisfaction”. Landlord may accept any payment without
prejudice to any outstanding demand or action for possession, notice of default or notice of termination.
No payment by Tenant after termination of this Lease shall reinstate this Lease or extend the Term or
waive or affect any notice given or proceedings commenced. Landlord and Tenant waive trial by jury in
connection with any proceedings for possession of the Premises and in connection with any other
matters which may be determined in such proceedings.
13. HOLDING OVER IN POSSESSION
If Tenant shall retain possession of any part of the Premises beyond the expiration or termination
of this Lease, such shall be presumed to be against Landlord's will unless Landlord's prior written
consent, given in its discretion, shall have been obtained. Such tenancy shall be subject to all provisions
of this Lease not related to the duration of the Term except that, if Landlord's prior written consent was
not obtained, Tenant shall pay one-fifteenth (1/15th) of the Rent for the last month of the term of this
Lease for each day that Tenant holds possession of any part of the Premises. Landlord's acceptance of
such rent shall not be consent to Tenant's possession. In the event Landlord gives written consent to
Tenant to hold over in possession, such tenancy shall be upon such terms and conditions (including rent)
as Landlord shall specify in its written consent.
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14. RIGHTS OF LANDLORD'S MORTGAGEES
Landlord reserves the right to subject and subordinate this Lease at all times to the lien of any
“Mortgage” (which term shall include one or more existing and future mortgages, deeds of trust or any
other security devices serving a similar function) upon the Property, provided that no default by
Landlord under such Mortgage shall affect Tenant's quiet enjoyment of the Premises so long as Tenant
timely performs all of its obligations in this Lease. If Landlord shall furnish to Tenant a form of
subordination, attornment and nondisturbance agreement, which shall be consistent with the provisions
of this Section 14 and otherwise contain any terms desired by any holder of a Mortgage, Tenant shall
promptly execute and deliver such agreement to or as directed by Landlord. If Landlord or any holder
of a Mortgage upon the Property furnishes to Tenant an estoppel letter requesting information regarding
the current status of this Lease, Tenant shall furnish all such information in the form requested within ten
(10) days after receipt of such request and, upon the failure to do so, Landlord may as Tenant's
attorney-in-fact execute and deliver such for and in the name of Tenant (and by which Tenant shall be
bound and upon which any recipient may rely).
15. RESERVATION OF RIGHTS BY LANDLORD
15.1. Landlord Alteration Rights. Landlord reserves the right to make additions, alterations or
improvements to and expansions of any building (including improvements beneath and above the
Premises) on the Property and of any other portions of the Property (including the placement of
temporary and permanent kiosks in Common Areas) and to construct other improvements with resultant
diminution of air, light or view to or from the Premises; install or relocate street entrances, passages,
elevators, stairways, pipes, ducts, conduits and mechanical spaces; alter exterior walls, balconies,
atriums, terraces or roofs; and alter any of the Common Areas which shall not materially and adversely
affect (other than during construction) Tenant's use of the Premises. Landlord may as part of any such
activities remove and dispose of any or all of Tenant‟s exterior signs. However, Landlord shall at its
expense replace such with signs of quality, and appearance comparable to that provided by Landlord to
the other tenants at the Property. When so replaced, such signs shall be Tenant‟s responsibility as
provided in Section 6.4.
15.2. Landlord Entry Rights. Landlord and its agents shall have the right to enter the Premises
at all reasonable hours or at any time in case of emergency to inspect the Premises or perform or make
any maintenance, repairs, replacements, alterations, improvements or additions which Landlord may
deem necessary or desirable and Landlord shall be allowed to take all material into the Premises as may
be required for such purpose.
15.3. Landlord Sale and Nonrecourse. Upon any sale or transfer (by operation of law or
otherwise) of the Property or any portion of the Property containing the Premises, Landlord shall be
relieved from all obligations of Landlord under this Lease. Tenant agrees to attorn to any new owner,
provided that any such new owner first agrees in writing to recognize, if Tenant performs all of Tenant's
obligations under this Lease, all of Tenant's rights under this Lease, including Tenant's right to possession
of the Premises. If Landlord fails to timely perform any obligation in this Lease and as a consequence,
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Tenant recovers a money judgment against Landlord, such judgment shall be satisfied only out of the
interest Landlord then holds in the Building and Landlord shall not be liable for any deficiency. Tenant
shall not offset any claim or judgment against the Payment Obligations.
15.4. Hold Harmless. Landlord shall not be responsible or liable to Tenant for any loss or
damage occasioned by or through acts or omissions of persons occupying areas in any part of the
Property or for loss or damage resulting from any burst, stopped or leaking utility pipe, falling plaster or
explosion, nor shall Landlord be responsible for loss of or damage to any property of Tenant, its
employees, invitees or licensees (unless not covered by the insurance obtained, or required by this
Lease to be obtained, by Tenant and resulting solely from the gross negligence or willful misconduct of
Landlord) and no such occurrence shall be deemed to be an actual or constructive eviction from the
Premises or result in any abatement of the Payment Obligations.
15.5. Relocation. Landlord reserves the right to relocate the Tenant to new “Premises” in any
location of comparable size within any building on the Property. Such relocation shall occur only in
accordance with the following: a) the new Premises shall be of substantially the same in size and finish as
the Premises and shall be placed in that condition by Landlord at its cost; b) the physical relocation of
Tenant to the new Premises shall be accomplished by the Landlord at its cost; c) Landlord shall give
Tenant at least thirty (30) days notice of Landlord's intention to relocate the Premises; d) Base Rent
shall abate in full from the time the physical relocation commences to the time it is completed; e)
incidental costs incurred by Tenant as a result of the relocation, including costs incurred in changing
addresses on stationery, business cards, directories, advertising, and other such items, shall be paid by
Landlord but not to exceed Five Hundred ($500.00) Dollars; f) such relocation shall not occur within
the last one hundred eighty (180) days of the Term; g) if the new Premises are different in size than the
Premises, Rent and Tenant‟s Expense Share shall be appropriately adjusted; and h) the parties shall
immediately execute an amendment to this Lease describing the new Premises and the change of Rent
and Tenant‟s Expense Share, if any.
16. SECURITY
16.1. Security Deposit. Landlord shall hold any Security Deposit described in Section 1 in a
non-segregated account, without interest, as security for performance of Tenant‟s obligations under this
Lease. Landlord may (but shall not obligated to) apply any part of the Security Deposit to cure any
Default. If Landlord does so, Landlord shall notify Tenant and Tenant shall within ten (10) days restore
the Security Deposit to its original amount. In the event of sale of the Property or the part of the
Property containing the Premises, Landlord shall have the right to transfer the Security Deposit with this
Lease to the purchaser which shall release Landlord from all further accountability for the Security
Deposit. Upon termination of this Lease, Landlord shall apply the Security Deposit first to any of
Tenant‟s obligations under this Lease and the balance, if any shall be refunded to Tenant.
16.2. Financial Statements. Unless Tenant is a publicly held company, Tenant acknowledges
that it has provided, and will provide within ten (10) days of request by Landlord, Tenant‟s current
financial statements (balance sheet and income statement certified by a firm of certified public
15
accountants or by Tenant‟s chief financial officer) for its most recent complete fiscal year and the current
year to date. Tenant represents, warrants and certifies that such statements are and shall be prepared in
accordance with generally accepted accounting principals, consistently applied, and are and shall be
accurate and complete in all material respects and fairly represent the financial condition as of, and the
results of operations of Tenant through, the dates indicated. Tenant acknowledges that Landlord has
relied upon the accuracy of such statements in entering into this Lease.
16.3. Collateral. As further security for the timely performance of all of Tenant's obligations in
this Lease, Tenant grants to Landlord, subject to Tenant's right of disposition in the ordinary course of
business, a lien on and security interest in “Collateral,” consisting of all of Tenant's goods, apparatus,
equipment, fixtures, furnishings, furniture and other tangible personal property, except the business
records and working papers of Tenant or of others in Tenant's possession, at any time contained in or
upon the Premises. This Lease shall constitute a security agreement. Landlord is authorized to file a
financing statement or otherwise perfect its interest in the Collateral. Upon any Default, Landlord shall
have all the rights of a secured party under the Uniform Commercial Code and Landlord may secure the
Premises and/or remove and safe keep the Collateral pending any disposition which disposition may be
at a public or private sale, at the Premises or otherwise, and after Landlord has given Tenant no less
than five days written notice of such sale (which Tenant agrees is reasonable). If the Collateral is not
disposed of and claimed by Tenant within ten (10) days after such removal, it shall be conclusively
deemed to have been abandoned.
17. MISCELLANEOUS
17.1. Notices. Any notice, demand, request or other communication which may be or is
required to be given under this Lease shall a) be delivered in person or sent by United States certified or
registered mail, postage prepaid, return receipt requested, or by Federal Express or any other nationally
recognized overnight courier service, b) be deemed received upon the earlier of actual receipt, the
second business day after mailing and on the first business day after deposit with an overnight courier,
and c) be addressed to Landlord or to Tenant, as applicable, at the address on page one of this Lease
(or alternately, in the case of the Tenant, at the Premises) or such substitute or additional address as
either party by notice to the other shall designate.
17.2. Entire Agreement; Waiver. This Lease (which includes any Exhibits and Schedules, if
any, attached to or referenced on the last page of the main body of this Lease) constitutes the entire
agreement between Landlord and Tenant with reference to the Property and all prior representations,
warranties, inducements and agreements are without force or effect. If any provision of this Lease shall
be held invalid or unenforceable, the remaining provisions shall not be affected. This Lease may be
amended only in writing. This Lease shall be binding upon and benefit Landlord, Tenant and their
respective successors and assigns. This Lease does not create a joint venture or partnership between
Landlord and Tenant. No waiver of performance of provision of this Lease or any legal or equitable
remedy shall be binding against the party alleged to have waived unless the waiver shall be in writing.
No waiver shall be extended by implication, custom or practice to any situation or circumstance not
expressly described and shall not be interpreted as applying to any obligations of a recurring nature,
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unless so stated with particularity.
17.3. Brokers. Tenant represents and warrants that it has not dealt with any real estate
broker(s) or real estate salesperson(s) in connection with this Lease, except for the Broker described in
Section 1. Other than commissions payable to the Broker in accordance with Landlord‟s written
commission agreement with the Broker, Tenant shall indemnify and hold harmless Landlord from and
against any and all claims, damages and expenses (including reasonable attorneys fees) resulting from
Tenant‟s dealings with any real estate broker or real estate salesperson. An affiliate of a member of
Landlord, Scott D. Wierda, is a State of Michigan licensed Real Estate Associate Broker.
17.4. Expenses. Tenant shall reimburse Landlord for its actual administrative expenses and
professional fees related to any Tenant request for Landlord‟s consent to any matter under this Lease or
for the processing, review or preparation of any document (regardless of Landlord‟s consent or
agreement), including any amounts charged to Landlord by any holder of a Mortgage. Tenant shall pay
to Landlord upon demand all of Landlord‟s costs and expenses, including attorney fees, incurred as a
result of any Tenant failure to perform any of its obligations under this Lease, even if such failure does
not become a Default or, if such Default is cured and whether or not any court proceeding is
commenced.
17.5. Time Limits. Any claim, demand, or defense of Tenant based upon or arising in
connection with this Lease (including all matters prior to its execution) shall be barred unless Tenant
commences a legal proceeding or asserts in a legal proceeding the defense within six months of the
omission or occurrence of the event or action on which the claim, demand or defense is based. Tenant‟s
failure to object in writing with specific details to any statement, invoice, or billing within one year after
receipt shall constitute Tenant‟s acquiescence.
17.6. Confidentiality. Tenant shall maintain as confidential all of the terms and conditions of
this Lease except to the extent disclosed to its employees and third party service providers as
reasonably necessary to the conduct of its business and otherwise as provided by law. Tenant shall not
record this Lease or any memorandum relating to any matter in this Lease.
17.7. Construction. This Lease has been negotiated between the parties with each having full
input to its text. Therefore, this Lease shall not be construed against any party as its drafter. All
pronouns used in this Lease shall refer to the feminine, masculine and neuter as the context of its use
requires. This Lease shall be governed by and construed in accordance with the laws of the State of
Michigan.
17.8. Individual Authority. Any individual signing this Lease on behalf of the Tenant
individually represents and warrants that such individual has the power and proper authorization to bind
Tenant to this Lease without any other signatures, consents or authorizations.
The parties have executed and delivered this Lease as of the date on the top of page one.
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Landlord:
WITNESSES:
_______________________________ By: ____________________________
Its: ________________________
_______________________________
Tenant:
DR. _____ D.C.
_______________________________ By: ____________________________
Its: ________________________
_______________________________
EXHIBITS
A Depiction and Location of Premises
B Landlord's Work and Tenant's Work
C Landlord‟s Sign Criteria
SCHEDULES
1 Form of Guaranty
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EXHIBIT A
Landlord's Work and Tenant's Work
I. Landlord’s Work: The Landlord‟s work shall be limited to the following:
1. Exterior Windows: Thermal insulated glass with standard frames as selected by Landlord without regard to
Tenant‟s needs or use. Interior windows to common areas not included and to be provided by Tenant subject to
Landlord approval.
2. Floor: Smooth unpainted concrete.
3. Entry Door at Demising Walls: One (1) 3'-0"W x 7'-0"H solid core wood door; wood veneer stained per existing
per Landlord's specifications. Per existing, the Entry Door shall have a hollow metal welded frame painted to
Landlord's specifications on the common corridor side of frame. Door hardware to be lever style per existing per
Landlord's specifications.
4. Walls: All perimeter and demising walls shall be constructed per Landlord‟s standards without regard to
Tenant‟s specific needs or use. All perimeter and demising wall construction shall include drywall that is taped,
patched, and sanded only. Primer and paint not included.
5. Ceilings: Office areas shall be a standard 2‟x2‟ acoustical lay-in ceiling system. Clear height between floor slab
and finished ceiling to be verified and determined by Landlord.
6. Toilet Facilities: Toilet facilities shall be furnished complete as required by ADA as locate d in the common areas
of the building.
7. Water and Sewer: Landlord shall furnish and install water as stubbed only up to the Premises location per the
existing stub valve as located just outside the Premises along the common corridor wall. All water and
installation beyond the stubbed locations shall not be part of the Landlord‟s Work. Sanitary shall be furnished
and installed as stubbed only into the Premises per the existing stub location.. Any sanitary installation beyond
the stubbed conditions , including cutting and capping of the stub, shall not be part of Landlord‟s Work.
8. Electrical: Landlord shall furnish and install electrical service to the building meter serving the Premises, subject
to the limitations of the serving utility. In addition, Landlo rd shall furnish a distribution system to provide
electrical service to the Premises for Landlord‟s standard ceiling lights, outlets and HVAC system only. The
Premises shall be furnished with a 100 Amp panel with wire pulled to the panel in the Premises, including
disconnect and main panel board, individually metered to the Premises. Landlord shall furnish and install up to
four (4) outlets, into demising walls only, as located by Landlord without regard to Tenant‟s specific layout
needs or use. In accordance with Landlord‟s plans and specifications, Landlord shall furnish and install one
standard 2‟x2‟ fluorescent light fixture with parabolic lens per every 75 square feet of floor area, without regard to
Tenant‟s specific layout needs or use.
9. Wet-pipe sprinkler fire protection as required by local code with Landlord‟s standard distribution and original
head drops to Landlord‟s standard ceiling system, without regard to Tenant‟s specific layout needs or use.
10. Gas: Provide individually metered gas service, and install the gas pipe, turn-off and connections to the HVAC
rooftop unit only. Gas piping stubbed to premises is not included.
11. Landlord to furnish and install a packaged heating and air conditioning system to the Premises including
Landlord‟s standard HVAC distribution of ductwork, grilles, and diffusers, without regard to Tenant‟s specific
layout needs or use. The Premises shall include one temperature control unit. The Premises is equipped with a 3-
ton rooftop mounted HVAC unit.
12. Telephone, Cable/Data and Fiber Optic Conduits: Landlord shall furnish and install conduits for Tenant‟s use in
routing telephone, cable/data and fiber optic to the building meter area serving the Premises. Landlord shall
provide separate low-voltage conduits stubbed to the Premises for Tenant‟s use, installed from the building
meter area to the Premises. Any hub connections, wiring and cabling required from the meter area to the Premises
for telephone, cable/data and fiber optics shall be by Tenant. Service providers available with service to the
Landlord‟s buildings at the Property typically are SBC (telephone), Comcast (cable/data), and MCI (fiber optics),
which are subject to change and subject to the limitations of each service provider.
13. Directory Signage: Directory signs including Tenant‟s name and suite number shall be provided by Landlord at
each of the building‟s common area directory sign locations.
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II. Tenant’s Work: Tenant‟s work shall include but not be limited to the following:
1. Selective Demolition: If applicable and only as approved by Landlord, Tenant shall provide selective demolition
of any existing improvements as required for Tenant‟s needs or use.
2. Interior Finishes: All interior partition walls and doors, decorating, priming, painting, wall coverings, flooring,
wall base and trim.
3. Furniture and Fixtures: All countertops, cabinets, cases, millwork, furniture, equipment and appliances.
4. Security System: All security alarm systems and other protective devices.
5. Special Plumbing: All extra plumbing, either roughin g in or fixtures required for Tenant‟s needs beyond
Landlord‟s standard delivery. This includes all extra piping, vent piping, floor saw cutting, and floor slab in -fill.
6. Special Electrical: All extra electrical, either roughing in or fixtures required for Tenant‟s needs and use beyond
Landlord‟s standard delivery. This includes all extra devices, distribution, switching and outlets, and includes
any upgrades to tenant‟s electrical service and main panel board required for any tenant equipment needs; such
as x-ray equipment, if applicable.
7. Special HVAC: Any rework, additions, relocation or reconfiguration of mechanical system (including rooftop
mounted HVAC units, connections, curb and supports, penetrations and roof seal, ductwork, grilles, and
diffusers) as required for Tenant‟s layout needs or use beyond Landlord‟s standard delivery.
8. Special Fire Protection: All rework and modification of fire protection system as required for Tenant‟s needs
beyond Landlord‟s standard delivery, including additional head d rops, piping reconfiguration and relocation,
and any applicable system shut-down fees. Tenant shall be responsible for all final inspections of the portions of
the Property fire alarm system which exclusively perform detection for the Premises. Should the Tenant add any
devices or modify in any way the Landlord‟s standard fire alarm system as part of Tenant‟s Work, then Tenant
shall be responsible to properly incorporate any changes with Property fire alarm system and shall make any
additions and modifications compliant with all municipal and code requirements.
9. Walls and Doors: All supplemental interior doors, walls and partitions including the separation of storage areas
and office areas.
10. Signage: If building signs are applicable, all building and other interior signs to be compliant with local code and
as approved by Landlord. Tenant to furnish and install conduit and wiring from the electrical panel to each sign
as required. The design, fabrication and mounting details of all Tenant signs are to be ent irely negotiated and
specified by Landlord on a case-by-case basis, requiring Landlord‟s written approvals prior to Tenant‟s
manufacture and installation.
11. Telephone, Cable/Data and Fiber Optic Service Connections and Wiring: All arrangements and associate d costs
to provide service connections for telephone, cable/data and fiber optic to the Premises from the Landlord‟s main
building meter source, including distribution within the Premises. Any service hub connections, wiring and
cabling required from the building meter area to the Premises shall be installed by Tenant within the Landlord‟s
standard delivery of low-voltage conduits to the Premises.
12. All required building and occupancy permits for Tenant‟s work including any associated costs for architectura l
and/or engineering services required in obtaining such permits. Tenant shall submit copies of its Certificate of
Occupancy and Building Permits to Landlord.
13. Tenant shall provide dumpsters, clean up, and removal (off site disposal) of all demolished mate rials and
construction debris.
14. Any voice and data outlets for Tenant‟s connections of telephone, cable/data and fiber optics in the Premises.
15. Any window treatments, including tinting of storefront windows, and only as subject to Landlord‟s prior review
and prior written approval of any such proposed application by Tenant.
16. Any other items not furnished by Landlord and required for Tenant‟s needs.
20
EXHIBIT C
to Office Lease Agreement
(JPV Gaslight – Dr. Smith, D.C. - Chiropractor)
Landlord's Sign Criteria
Landlord Sign Criteria shall not apply. Tenant is entitled to Building directory and
Premises‟ door identification signage only, requiring Landlord‟s prior written approval.
21
SCHEDULE 1
to Office Lease Agreement
(JPV Gaslight – Dr. Smith, D.C. - Chiropractor)
LEASE GUARANTY
This Lease Guaranty is given by as required for Lessor to enter into the Office Lease
Agreement (the “Lease”) dated June __, 2007 between Lessor and ______________, a
______________________, of ____________________________________ (“Lessee”).
In consideration of the Lessor entering into the Lease, Guarantor agrees as follows:
1. Guaranty. Guarantor, for Guarantor and Guarantor's successors and assigns,
unconditionally guarantees: a) the prompt payment by Lessee of all amounts when due under the Lease,
including all payments of Base Rent, Additional Rent, and all other Payment Obligations charges,
expenses and costs of every kind and nature, which are or may be due now or in the future under the
Lease; and b) the complete and timely performance, satisfaction and observation by Lessee of all of the
terms and conditions of the Lease and all related obligations arising by reason of the Lease which are
now or in the future required to be performed, satisfied or observed by Lessee.
2. Coverage of Guaranty. This Guaranty extends to all liability that Lessee has or may have to
Lessor by reason of the Lease and includes all matters occurring after the end of the Lease term
(including any early termination of that term). This Guaranty shall extend to any extensions or renewals
of the Lease (including any period of holdover of the Lessee, whether by consent of Lessor or
otherwise). Landlord‟s records showing Lessee‟s obligations owed to Landlord shall be conclusive,
absent manifest error, of such obligations and shall be admissible in any proceeding involving this
Guaranty.
3. Performance Guaranty. Should Lessee fail to perform, satisfy or observe the terms and
conditions of the Lease which are required to be performed, satisfied or observed by Lessee, Guarantor
will promptly and fully perform, satisfy and observe such obligations. Guarantor shall pay, reimburse and
indemnify the Lessor for any and all damages, costs, expenses (including actual attorney fees), losses
and other liabilities arising or resulting from Lessee's failure and Lessor‟s enforcement of this Guaranty.
4. Waiver of Notices. Without notice to or consent of Guarantor, Lessor may waive or
modify any of the terms and conditions of the Lease or compromise, settle or extend the time of
payment or performance of any obligation under the Lease. No such action by Lessor shall discharge or
otherwise affect the obligations of Guarantor.
5. Lease Security. This Guaranty shall remain in full force and effect without regard to the
existence of any security deposit or other collateral or security in favor of Lessor or the receipt,
disposition, application or release of any such security deposit or other collateral or security.
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6. Unconditional Obligations. The liability of Guarantor under this Guaranty is direct,
absolute, continuing, unconditional and unlimited. Lessor shall not be required to perfect any rights it
may have in collateral securing Lessee‟s or Guarantor‟s obligations or to pursue any remedies it may
have against Lessee or any other person or entity or against any security deposit or other collateral or
security as a condition to Lessor's enforcement of this Guaranty. Guarantor shall not be discharged or
released by reason of the discharge or release of Lessee or any other person or entity for any reason,
including a discharge in bankruptcy, receivership or other proceedings, a disaffirmation or rejection of
the Lease by a trustee, custodian or other representative in bankruptcy, a stay or other enforcement
restriction, or any other reduction, modification, impairment or limitation of Lessee's liability or any
remedy of the Lessor.
7. Reinstatement. Lessor's rights under this Guaranty shall be reinstated and this Guaranty
shall be fully enforceable with respect to any amount paid under the Lease which amount is later
required to be returned by Lessor for any reason, including as a result of the bankruptcy, insolvency or
reorganization of Lessee, Guarantor, or any other person or entity, and all such amounts shall be
considered to have never been paid to Lessor.
8. Waiver. So long as Lessee owes any payment or performance to Lessor and for the
period of time during which any payment made is subject to possible repayment as described in Section
7, above, Guarantor waives any claims or rights which it might now have or later acquire against Lessee
(or any other person or entity which is or may be liable to Lessor) arising from the existence or
performance of Guarantor's obligations under this Guaranty or under any other agreement or otherwise
including, without limitation, any right of subrogation, reimbursement, exoneration, contribution,
indemnification, or to participate in any claim or remedy of Lessor against Lessee or any collateral or
security which Lessor now has or later acquires, whether such claim, remedy or right arises in equity,
under contract or statute, at common law, or otherwise.
9. Binding Effect. This Guaranty is binding upon Guarantor and Guarantor's successors
and assigns, and is binding upon and shall inure to the benefit of Lessor and its successors and assigns.
The term “Lessee” used in this Guaranty includes not only the Lessee signing the Lease and named
above but also each direct and indirect successor, assignee and sublessee of such named Lessee. The
term “Lease” includes not only the Lease described above but also any agreements or documents
related to such described Lease.
10. Miscellaneous. Capitalized terms not defined in this Guaranty shall have the meanings
assigned to them in the Lease. Should Guarantor consist of more than one person and/or entity, each
shall be jointly and severally obligated under this Guaranty. Any individual signing this Guaranty on
behalf of an entity individually represents and warrants that such individual has the power and proper
authorization to bind that entity to this Guaranty without any other signatures, consents or authorizations.
If any part of this Guaranty or its application to any person or circumstance be invalid or unenforceable,
the remainder of this Guaranty or its application to other persons or circumstances shall not be affected
and each term and condition of this Guaranty shall be valid and enforceable to the fullest extent possible.
This Guaranty may not be modified orally, but only by a writing signed by Guarantor and Lessor (which
23
modifications include any waiver, change, discharge, modification or termination). This Guaranty shall be
deemed jointly drafted by Lessor and Guarantor and shall not be construed against any party as its
draftor. This Guaranty shall be governed by and construed and enforced in accordance with the laws of
the State of Michigan.
THEREFORE, Guarantor has duly signed this Guaranty as of the date of the Lease.
Witnesses: GUARANTOR:
________________________________ ________________________________
Dr. ____________
24
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