CONSTRUCTION AND LEASE AGREEMENT STREET. by and between., as Landlord. and., as Tenant. Dated as of,

Transcription

1 SAMPLE Ground Lease Institutional Landlord Negotiated Form CONSTRUCTION AND LEASE AGREEMENT STREET by and between, as Landlord and, as Tenant Dated as of,

2 CONSTRUCTION AND LEASE AGREEMENT TABLE OF CONTENTS ARTICLE I - Definitions... 2 ARTICLE II - Demise of Premises; Conditions Demise of Premises Title and Condition of Premises Notice of Lease Demise of Rights in Drives ARTICLE III - Term Commencement Date Term ARTICLE IV - Rent and Other Charges Interim Rent Base Rent for Premises Percentage Rent for Premises Proceeds of Sales and Refinancings Payment of Rent Additional Rent Net Lease Taxes and Other Charges Permitted Contests ARTICLE V - Use and Quiet Enjoyment; Surrender Use; Conditions Quiet Enjoyment Compliance with Law Compliance with Contractual Requirements Tenant's Property and Yield Up Ownership of Improvements Surrender of Premises Permits and Approvals i

3 5.9. Construction and Maintenance Easements ARTICLE VI - Right to Mortgage; Protection of First Mortgages Right to Mortgage No Subordination of Fee Priority of Obligations Approved First Mortgagee's Right to Take Possession Right of Approved First Mortgagee to Cure Defaults Protection of Interests of Approved First Mortgagee Obligations and Rights of an Approved First Mortgagee in Possession No Modification or Termination By Tenant Approved First Mortgagee's Rights To New Lease Refinancing Cooperation with Lenders ARTICLE VII Design and Construction of Improvements The Improvements Schedule for Construction Construction Requirements Monthly Progress Reports Certificate of Compliance Inspection Alterations of Completed Improvements Review Process Record of Plans Design Documents Design Services Construct Construction Contract Final Construction Documents Arbitration of Design Issues Responsibilities of the Tenant Government Relations Cooperation ii

4 7.18. Opportunities for the Landlord to Finance ARTICLE VIII Maintenance, Repair and Operation Maintenance and Repair; Operation Inspection by the Landlord New Hazardous Materials and Oil Existing Hazardous Materials and Oils Off-Premises Hazardous Materials ARTICLE IX Indemnity, Liens and Insurance Indemnification Liens Insurance Requirements Insurance Provisions Waiver of Subrogation ARTICLE X Casualty Collection of Claims Restoration Original or Modified Plans Commencement and Completion of Restoration Determination of Whether or Not to Restore Allocation of Proceeds Tenant s Responsibilities on Termination Rent Deferred if Improvements Unusable Demolition and Debris Removal Insurance ARTICLE XI Condemnation A Taking Special Account Total Taking Partial Taking Procedures and Criteria for Course of Action Restoration Termination upon Non-Restoration Temporary Taking iii

5 11.8. Abatement of Rent Demolition and Debris Removal Insurance ARTICLE XII Default; Remedies Events of Default Remedies for Default Termination of Lease for Tenant s Default Rights Upon Termination Other Remedies; Management Control Performance by the Landlord Legal Costs Remedies Cumulative Waiver as to Surety Force Majeure Limitations of Tenant s Liability ARTICLE XIII Restrictions on Assignment and Transfer Selection of the Tenant Prohibited Transfers Permitted Transfers Landlord s Consent Transfers of Interests in Tenant ARTICLE XIV Subletting, Estoppel Certificates, and Non-Disturbance and Attornment Agreements Subletting Rent and Charges to Occupants Estoppel Certificates Non-Disturbance and Attornment Agreements ARTICLE XV Landlord s Right of First Refusal Landlord s Right of First Refusal ARTICLE XVI Non-Discrimination and Affirmative Action Compliance with Equal Opportunity Laws and Regulations Information and Reports iv