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STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - GROSS AIR COMMERCIAL REAL ESTATE ASSOCIATION 1. Basic Provisions ( Basic Provisions ). 1.1 Parties: This Lease ( Lease ), dated for reference purposes only March 30 2009, is made by and between Metropolitan Investment III, LLC ( Lessor ) and the following joint and several Lessees: GU Holdings Inc., Global Transit Ltd., Singapore Telecom USA Inc., Bharti Airtel Limited, KDDI Corporation, Pacnet Services (USA) Inc., all jointly and severally (
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  STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - GROSS AIR COMMERCIAL REAL ESTATE ASSOCIATION1. Basic Provisions ( Basic Provisions ).1.1 Parties: This Lease ( Lease ), dated for reference purposes only March 30 2009, is made by and between Metropolitan Investment III,LLC ( Lessor ) and the following joint and several Lessees: GU Holdings Inc., Global Transit Ltd., Singapore Telecom USA Inc., Bharti Airtel Limited,KDDI Corporation, Pacnet Services (USA) Inc., all jointly and severally ( Lessee .) The Lessor and the Lessees are collectively the Parties , orindividually a Party .1.2(a) Premises: That certain portion of the Building, including all improvements therein or to be provided by Lessor under the terms of thisLease, commonly known by the street address of _ , located in the City of _ , County of _ , State of _ , with zip code _ , as outlined on Exhibit _ attached hereto ( Premises ). The “Building” is that certain buildingcontaining the Premises and generally described as (describe briefly the nature of the Building):_  _  _ .In addition to Lessee's rights to use and occupy the Premises as hereinafter specified, Lessee shall have non-exclusive rights to the Common Areas (asdefined in Paragraph 2.7 below) as hereinafter specified, but shall not have any rights to the roof, exterior walls or utility raceways of the Building or anyother buildings in the Industrial Center. The Premises, the Building, the Common Areas, the land upon which they are located, along with all otherbuildings and improvements thereon, are herein collectively referred to as the Industrial Center” (See also Paragraph 2.) 1. Except as hereinafter setforth in this Lease.1.2(b) Parking:_ unreserved vehicle parking spaces ( Unreserved Parking Spaces ); and _ reserved vehicle parkingspaces ( Reserved Parking Spaces ). (See also Paragraph 2.6.)1.3 Term: _ years and_ months ( Original Term ) commencing _ ( Commencement Date ) and ending _ ( Expiration Date ). (See also Paragraph 3.)1.4 Early Possession: ( Early Possession Date ). (See also Paragraphs 3.2 and 3.3.)1.5 Base Rent: $ per month ( Base Rent ), payable on the _ day of each month commencing_ .(See also Paragraph 4.)1 If this box is checked, this Lease provides for the Base Rent to be adjusted per Paragraph 491.6(a) Base Rent Paid Upon Execution: $_ as Base Rent for the period _ 1.6(b( Lessee's Share of Common Area Operating Expenses: _ percent ( %) ( Lessee's Share ) as determined by 1proratesquare footage of the Premises as compared to the total square footage of the Building or 1 other criteria as describe in Addendum_ 1.7 Security Deposit: $ ( Security Deposit ). (See also Paragraph 5.)1.8 Permitted Use:_ . (See also Paragraph 6.)1.9 Insuring Party. Lessor is the Insuring Party . (See also Paragraph 8.)1.10 (a) Real Estate Brokers: (See also Paragraph 15.) The following real estate brokers (the Brokers ) and brokerage relationships exist inthis transaction and are consented to by the parties (check applicable boxes):1 represents Lessor exclusively ( Lessor's Broker );1 represents Lessee exclusively ( Lessee's Broker ); or1 represents both Lessor and Lessee ( Dual Agency ).(b) Payment to Brokers: Upon execution and delivery of this Lease by both Parties, Lessor shall pay to the said Broker (s)jointly, or in suchseparate shares as they may mutually designate in writing, a fee as set forth in separate written agreement between Lessor and said Broker(s) (or in theevent there is no separate written agreement between Lessor and said Broker(s), the sum of_ for brokerage services rendered by theBrokers in connection with this transaction..1.11 Guarantor. The obligations of the Lessee under this Lease are to be guaranteed by_  _ ( Guarantor ). (See also Paragraph 37.)1.12 Addenda and Exhibits. Attached hereto is an Addendum or Addenda consisting of Paragraphs_ through _ and Exhibits _ through_ , all of which constitute a part of this Lease.2. Premises.2.1 Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at the rental, and upon allof the terms, covenants and conditions set forth in this Lease. Unless otherwise provided herein, any statement of size set forth in this Lease, or thatmay have been used in calculating rental/or Common Area Operating Expenses, is an approximation which the Lessor and Lessee agree is reasonableand the rental and Lessee’s share (as defined in Paragraph1.6 (b) based thereon is not subject to revision whether or not the actual size is more or less.2.2 Condition. Lessor shall deliver that portion of the Premises to Lessee clean and free of debris on the Commencement Date and warrantsthat the existing electrical systems, plumbing, fire sprinkler, lighting, heating systems, and air conditioning systems, loading doors, if any, other thanthose constructed by Lessee, shall be in good operating condition on Commencement Date. If a non-compliance with such warranty exists as of the  Commencement Date, Lessor shall, except as otherwise provided in this Lease, promptly after receipt of written notice from Lessee setting forth withspecificity the nature and extent of such non-compliance, rectify same at Lessor's expense. If Lessee does not give Lessor the written notice with thiswarranty within thirty (30) days after the Commencement Date, correction of that non-compliance, shall be the obligation of Lessee at Lessee's sole costand expense.2.3 Compliance with Convenants, Restriction and Building Code. Lessor warrants that the improvements (other than those constructied byLessee or at Lessee’s direction) on the Premises which have been constructed or installed by Lessor or with Lessor’s consent or at Lessor’sdirectionshall comply with all applicable covenants or restrictions of record, and applicable building codes, regulations and ordinances in effect on theCommencement Date. Lessor further warrants to Lessee that Lessor has no knowledge of any claim having been made by any governmental agencythat a violation or violations of applicable building codes, regulation , or ordinances exist with regard to the Premises as of the Commencement Date.Said warranty shall not apply to any Alterations or Utility Installations (as defined in Paragraph 7.3(a).) made or to be made by Lessee. If the Premisesdo not comply with said warranties, Lessor shall, except as otherwise provided, promptly after receipt of written notice from Lessee given within 6months following the Commencement Date, and settling forth with specificity the nature and non-compliance, take such action at Lessee's expense asmay be reasonable or appropriate to rectify the non-compliance. Lessor makes no warranty that the Permitted Use in Paragraph1.8 is permitted for thePremise under Applicable Laws (as defined in Paragraph 2.4)2.4 Acceptance of Premises. Lessee hereby acknowledges that:(a) it has been advised by the Broker(s) to satisfy itself with respect to the condition of the Premises (including but not limited to the electricaland fire sprinkler systems, security, environmental aspects, and compliance with the Americans with Disabilities Act, and applicable zoning, municipal,country state and federal laws, in effect on the Commencement Date(b) Lessee has made such investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as thesame relate to its occupancy of the Premises, and(c) neither Lessor, Lessor's agents, nor Brokers have made any oral or written representations or warranties with respect to said matters otherthan as set forth in this Lease.2.5 Lessee as Prior Owner/Occupant. The warranties made by Lessor in Paragraph 2 shall be of no force or effect if immediately prior to thedate set forth in Paragraph 1.1. Lessee was the owner or occupant of the Premises. In such event, Lessee shall be responsible for any necessarycorrective work.2.6 Vehicle Parking. Lessee shall be entitled to use the number of Unreserved Parking Spaces and Reserved Parking Spaces specified inParagraph 1.2(b) on those portions of the Common Areas designated from time to time by Lessor for parking. Lessee shall not use more parkingspaces than said number. Said parking spaces shall be used for parking by vehicles no larger than full-size passenger automobiles or pick-up trucks,herein called Permitted Size Vehicles. Lessor may regulate the loading and unloading of vehicles by adopting Rules and Regulations as provided inParagraph 2.9. No vehicles other than Permitted Size Vehicles may be parked in the Common Area without the prior written permission of Lessor.(a) Lessee shall not permit or allow any vehicles that belong to or are controlled by Lessee or Lessee's employees, suppliers, shippers,customers, contractors or invitees to be loaded, unloaded, or parked in areas other than those designated by Lessor for such activities.(b) Lessee shall not service or store any vehicles in the Common Areas.(c) If Lessee permits or allows any of the prohibited activities described in this Paragraph 2.6, then Lessor shall have the right, without notice,in addition to such other rights and remedies that it may have, to remove or tow away the vehicle involved and charge the cost to Lessee, which costshall be immediately payable upon demand by Lessor.2.7 Common Areas - Definition. The term Common Areas is defined as all areas and facilities outside the Premises and within the exteriorboundary line of the Project and interior utility raceways and installations within the Unit that are provided and designated by the Lessor from time to timefor the general non-exclusive use of Lessor, Lessee and other tenants of the Project and their respective employees, suppliers, shippers, customers,contractors and invitees, including parking areas, loading and unloading areas, trash areas, roadways, walkways, driveways and landscaped areas.2.8 Common Areas - Lessee's Rights. Lessor grants to Lessee, for the benefit of Lessee and its employees, suppliers, shippers, contractors,customers and invitees, during the term of this Lease, the non-exclusive right to use, in common with others entitled to such use, the Common Areas asthey exist from time to time, subject to any rights, powers, and privileges reserved by Lessor under the terms hereof or under the terms of any rules andregulations or restrictions governing the use of the Project. Under no circumstances shall the right herein granted to use the Common Areas be deemedto include the right to store any property, temporarily or permanently, in the Common Areas. Any such storage shall be permitted only by the priorwritten consent of Lessor or Lessor's designated agent, which consent may be revoked at any time. In the event that any unauthorized storage shalloccur, then Lessor shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove the property and chargethe cost to Lessee, which cost shall be immediately payable upon demand by Lessor.2.9 Common Areas - Rules and Regulations. Lessor or such other person(s) as Lessor may appoint shall have the exclusive control andmanagement of the Common Areas and shall have the right, from time to time, to establish, modify, amend and enforce reasonable rules andregulations ( Rules and Regulations ) for the management, safety, care, and cleanliness of the grounds, the parking and unloading of vehicles and thepreservation of good order, as well as for the convenience of other occupants or tenants of the Building and the Project and their invitees. Lesseeagrees to abide by and conform to all such Rules and Regulations, and to cause its employees, suppliers, shippers, customers, contractors and inviteesto so abide and conform. Lessor shall not be responsible to Lessee for the non-compliance with said Rules and Regulations by other tenants of theProject.2.10 Common Areas - Changes. Lessor shall have the right, in Lessor's sole discretion, from time to time:(a) To make changes to the Common Areas, including, without limitation, changes in the location, size, shape and number of driveways,entrances, parking spaces, parking areas, loading and unloading areas, ingress, egress, direction of traffic, landscaped areas, walkways and utilityraceways;(b) To close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remainsavailable;(c) To designate other land outside the boundaries of the Project to be a part of the Common Areas; (d) To add additional buildings and  improvements to the Common Areas;(e) To use the Common Areas while engaged in making additional improvements, repairs or alterations to the Project, or any portion thereof;and(f) To do and perform such other acts and make such other changes in, to or with respect to the Common Areas and Project as Lessor may, inthe exercise of sound business judgment, deem to be appropriate.3. Term.3.1 Term. The Commencement Date, Expiration Date and Original Term of this Lease are as specified in Paragraph 1.3.3.2 Early Possession. If Lessee totally or partially occupies the Premises prior to the Commencement Date, the obligation to pay Base Rentshall be abated for the period of such early possession. All other terms of this Lease (including but not limited to the obligations to pay Lessee's Shareof Common Area Operating Expenses, Real Property Taxes and insurance premiums and to maintain the Premises) shall, however, be in effect duringsuch period. Any such early possession shall not affect the Expiration Date.3.3 Delay In Possession. Lessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises to Lessee bythe Commencement Date. If, despite said efforts, Lessor is unable to deliver possession as agreed, Lessor shall not be subject to any liability therefor,nor shall such failure affect the validity of this Lease. Lessee shall not, however, be obligated to pay Rent or perform its other obligations until it receivespossession of the Premises. If possession is not delivered within 60 days after the Commencement Date, Lessee may, at its option, by notice in writingwithin 10 days after the end of such 60 day period, cancel this Lease, in which event the Parties shall be discharged from all obligations hereunder. Ifsuch __________ __________ __________ __________ Initials Initialswritten notice is not received by Lessor within said 10 day period, Lessee's right to cancel shall terminate. Except as otherwise provided, if possessionis not tendered to Lessee by the Start Date and Lessee does not terminate this Lease, as aforesaid, any period of rent abatement that Lessee wouldotherwise have enjoyed shall run from the date of delivery of possession and continue for a period equal to what Lessee would otherwise have enjoyedunder the terms hereof, but minus any days of delay caused by the acts or omissions of Lessee. If possession of the Premises is not delivered within 4months after the Commencement Date, this Lease shall terminate unless other agreements are reached between Lessor and Lessee, in writing. 3.4Lessee Compliance. Lessor shall not be required to tender possession of the Premises to Lessee until Lessee complies with its obligation to provideevidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be required to perform all of its obligations under this Leasefrom and after the Start Date, including the payment of Rent, notwithstanding Lessor's election to withhold possession pending receipt of such evidenceof insurance. Further, if Lessee is required to perform any other conditions prior to or concurrent with the Start Date, the Start Date shall occur butLessor may elect to withhold possession until such conditions are satisfied.4. Rent.4.1. Rent Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease (except for the Security Deposit) are deemedto be rent ( Rent ).4.2 Common Area Operating Expenses. Lessee shall pay to Lessor during the term hereof, in addition to the Base Rent, Lessee's Share (asspecified in Paragraph 1.6.) of all Common Area Operating Expenses, as hereinafter defined, during each calendar year of the term of this Lease, inaccordance with the following provisions:(a) Common Area Operating Expenses are defined, for purposes of this Lease, as all costs incurred by Lessor relating to the ownershipand operation of the Project, including, but not limited to, the following:(i) The operation, repair and maintenance, in neat, clean, good order and condition, but not the replacement (see subparagraph (e)), of thefollowing:(aa) The Common Areas and Common Area improvements, including parking areas, loading and unloading areas, trash areas, roadways,parkways, walkways, driveways, landscaped areas, bumpers, irrigation systems, Common Area lighting facilities, fences and gates, elevators, roofs, androof drainage systems.(bb) Exterior signs and any tenant directories.(cc) Any fire sprinkler systems.(ii) The cost of water, gas, electricity and telephone to service the Common Areas and any utilities not separately metered.(iii) Trash disposal, pest control services, property management, security services, and the costs of any environmental inspections.(iv) Reserves set aside for maintenance and repair of Common Areas.(v) Any increase above the Base Real Property Taxes (as defined in Paragraph 10).(vi) Any Insurance Cost Increase (as defined in Paragraph 8).(vii) Any deductible portion of an insured loss concerning the Building or the Common Areas.(viii) The cost of any Capital Expenditure to the Building or the Project not covered under the provisions of Paragraph 2.3 provided; however,that Lessor shall allocate the cost of any such Capital Expenditure over a 12 year period and Lessee shall not be required to pay more than Lessee'sShare of 1/144th of the cost of such Capital Expenditure in any given month.(ix) Any other services to be provided by Lessor that are stated elsewhere in this Lease to be a Common Area Operating Expense.(b) Any Common Area Operating Expenses and Real Property Taxes that are specifically attributable to the Unit, the Building or to any otherbuilding in the Project or to the operation, repair and maintenance thereof, shall be allocated entirely to such Unit, Building, or other building. However,any Common Area Operating Expenses and Real Property Taxes that are not specifically attributable to the Building or to any other building or to theoperation, repair and maintenance thereof, shall be equitably allocated by Lessor to all buildings in the Project.  (c) The inclusion of the improvements, facilities and services set forth in Subparagraph 4.2(a) shall not be deemed to impose an obligationupon Lessor to either have said improvements or facilities or to provide those services unless the Project already has the same, Lessor already providesthe services, or Lessor has agreed elsewhere in this Lease to provide the same or some of them.(d) Lessee's Share of Common Area Operating Expenses shall be payable by Lessee within 10 days after a reasonably detailed statement ofactual expenses is presented to Lessee. At Lessor's option, however, an amount may be estimated by Lessor from time to time of Lessee's Share ofannual Common Area Operating Expenses and the same shall be payable monthly or quarterly, as Lessor shall designate, during each 12 month periodof the Lease term, on the same day as the Base Rent is due hereunder. Lessor shall deliver to Lessee within 60 days after the expiration of eachcalendar year a reasonably detailed statement showing Lessee's Share of the actual Common Area Operating Expenses incurred during the precedingyear. If Lessee's payments under this Paragraph 4.2(d) during the preceding year exceed Lessee's Share as indicated on such statement, Lessor shallcredit the amount of such over-payment against Lessee's Share of Common Area Operating Expenses next becoming due. If Lessee's payments underthis Paragraph 4.2(d) during the preceding year were less than Lessee's Share as indicated on such statement, Lessee shall pay to Lessor the amountof the deficiency within 10 days after delivery by Lessor to Lessee of the statement.(e) When a capital component such as the roof, foundations, exterior walls or a Common Area capital improvement, such as the parking lotpaving, elevators, fences, etc. requires replacement, rather than repair or maintenance, Lessor shall, at Lessor's expense, be responsible for suchreplacement. Such expenses and/or costs are not Common Area Operating Expenses.4.3 Payment. Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States, without offset or deduction(except as specifically permitted in this Lease), on or before the day on which it is due. Rent for any period during the term hereof which is for less thanone full calendar month shall be prorated based upon the actual number of days of said month. Payment of Rent shall be made to Lessor at its addressstated herein or to such other persons or place as Lessor may from time to time designate in writing. Acceptance of a payment which is less than theamount then due shall not be a waiver of Lessor's rights to the balance of such Rent, regardless of Lessor's endorsement of any check so stating. In theevent that any check, draft, or other instrument of payment given by Lessee to Lessor is dishonored for any reason, Lessee agrees to pay to Lessor thesum of $25. 5. Security Deposit. Lessee shall deposit with Lessor upon execution hereof the Security Deposit as security for Lessee's faithfulperformance of its obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults under this Lease, Lessor may use, apply or retain allor any portion of said Security Deposit for the payment of any amount due Lessor or to reimburse or compensate Lessor for any liability, expense, lossor damage which Lessor may suffer or incur by reason thereof. If Lessor uses or applies all or any portion of the Security Deposit, Lessee shall within10 days after written request therefor deposit monies with Lessor sufficient to restore said Security Deposit to the full amount required by this Lease. Ifthe Base Rent increases during the term of this Lease, Lessee shall, upon written request from Lessor, deposit additional monies with Lessor so that thetotal amount of the Security Deposit shall at all times bear the same proportion to the increased Base Rent as the initial Security Deposit bore to theinitial Base Rent. Should the Agreed Use be amended to accommodate a material change in the business of Lessee or to accommodate a sublessee orassignee, Lessor shall have the right to increase the Security Deposit to the extent necessary, in Lessor's reasonable judgment, to account for anyincreased wear and tear that the Premises may suffer as a result thereof. If a change in control of Lessee occurs during this Lease and following suchchange the financial condition of Lessee is, in Lessor's reasonable judgment, significantly reduced, Lessee shall deposit such additional monies withLessor as shall be sufficient to cause the Security Deposit to be at a commercially reasonable level based on such change in financial condition. Lessorshall not be required to keep the Security Deposit separate from its general accounts. Within 14 days after the expiration or termination of this Lease, ifLessor elects to apply the Security Deposit only to unpaid Rent, and otherwise within 30 days after the Premises have been vacated pursuant toParagraph 7.4(c) below, Lessor shall return that portion of the Security Deposit not used or applied by Lessor. No part of the Security Deposit shall beconsidered to be held in trust, to bear interest or to be prepayment for any monies to be paid by Lessee under this Lease. 6. Use. 6.1 Use. Lesseeshall use and occupy the Premises only for the Agreed Use, or any other legal use which is reasonably comparable thereto, and for no other purpose.Lessee shall not use or permit the use of the Premises in a manner that is unlawful, creates damage, waste or a nuisance, or that disturbs occupants ofor causes damage to neighboring premises or properties. Lessor shall not unreasonably withhold or delay its consent to any written request for amodification of the Agreed Use, so long as the same will not impair the structural integrity of the improvements on the Premises or the mechanical orelectrical systems therein, and/or is not significantly more burdensome to the Premises. If Lessor elects to withhold consent, Lessor shall within 7 daysafter such request give written notification of same, which notice shall include an explanation of Lessor's objections to the change in the Agreed Use.6.2 Hazardous Substances. (a) Reportable Uses Require Consent. The term Hazardous Substance as used in this Lease shall mean any product,substance, or waste whose presence, use, manufacture, disposal, transportation, or release, either by itself or in combination with other materialsexpected to be on the Premises, is either: (i) potentially injurious to the public health, safety or welfare, the environment or the Premises, (ii) regulated ormonitored by any governmental authority, or (iii) a basis for potential liability of Lessor to any governmental agency or third party under any applicablestatute or common law theory. Hazardous Substances shall include, but not be limited to, hydrocarbons, petroleum, gasoline, and/or crude oil or anyproducts, by-products or fractions thereof. Lessee shall not engage in any activity in or on the Premises which constitutes a Reportable Use ofHazardous Substances without the express prior written consent of Lessor and timely compliance (at Lessee's expense) with all ApplicableRequirements. Reportable Use shall mean (i) the installation or use of any above or below ground storage tank, (ii) the generation, possession,storage, use, transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, notice, registration orbusiness plan is required to be filed with, any governmental authority, and/or (iii) the presence at the Premises of a Hazardous Substance with respect towhich any Applicable Requirements requires that a notice be __________ __________ __________ __________ Initials InitialsPage 3 of 12 © 1998 - AIR Commercial Real Estate Association FORM MTG-2-11/98E
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