Ohio Commercial Lease Agreement Template

OHIO COMMERCIAL LEASE AGREEMENT TEMPLATE

SECTION 1: DOCUMENT PREAMBLE & RECITALS

This Commercial Lease Agreement (the "Agreement" or "Lease") is entered into and made effective as of [Effective Date], by and between [Landlord Entity Name], a [State of Organization and Entity Type, e.g., Ohio corporation / limited liability company] ("Landlord"), and [Tenant Entity Name], a [State of Organization and Entity Type, e.g., Ohio corporation / limited liability company] ("Tenant").

RECITALS

WHEREAS, Landlord is the lawful owner of the real property situated in the County of [County Name], State of Ohio, commonly known as [Street Address of Building/Complex], and legally described in Exhibit A attached hereto (the "Building"); and

WHEREAS, Landlord desires to lease to Tenant, and Tenant desires to lease from Landlord, the premises located within the Building, subject to the terms, covenants, conditions, and stipulations hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants, promises, and conditions contained herein, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby mutually acknowledged, the Parties agree as follows:

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SECTION 2: OPERATIONAL DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings ascribed below, and such definitions shall apply equally to the singular and plural forms of the terms defined:

1. "Additional Rent" means all sums, charges, costs, expenses, and amounts of any kind whatsoever, other than Base Rent, that Tenant is obligated to pay to Landlord under this Lease, including, without limitation, Tenant’s Pro Rata Share of Operating Expenses, Taxes, and utility charges.
2. "Base Rent" means the fixed monthly compensation payable by Tenant to Landlord for the use and occupancy of the Premises, as set forth in Section 3.2, exclusive of any Additional Rent or other charges.
3. "Commencement Date" means [Commencement Date], upon which date the term of this Lease shall officially commence, and from which date all obligations of Tenant under this Lease (including the obligation to pay rent) shall accrue, unless expressly provided otherwise herein.
4. "Common Areas" means all areas, facilities, spaces, and improvements provided, maintained, and designated by Landlord from time to time for the general use, convenience, and non-exclusive benefit of Tenant and other tenants of the Building, including, but not limited to, lobbies, corridors, elevators, parking lots, sidewalks, landscaped areas, and public restrooms.
5. "Default" means the occurrence of any event, breach, or failure of performance by either Party as defined in Section 5.1 of this Lease.
6. "Expiration Date" means [Expiration Date], at 11:59 p.m. local time, unless this Lease is sooner terminated in accordance with its terms or applicable law.
7. "Force Majeure" means acts of God, strikes, lockouts, labor disputes, acts of the public enemy, wars, blockades, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, storms, floods, washouts, civil disturbances, explosions, the binding order of any court or governmental authority (excluding normal regulatory delays), or any other cause, whether of the kind herein enumerated or otherwise, beyond the reasonable control of the Party claiming suspension of performance.
8. "Interest Rate" means the lesser of eighteen percent (18%) per annum or the maximum rate permitted by applicable Ohio usury law.
9. "Operating Expenses" means all reasonable and necessary costs and expenses incurred by Landlord in the operation, maintenance, repair, management, and security of the Building and Common Areas, calculated in accordance with generally accepted accounting principles (GAAP) consistently applied, as further detailed in Section 3.
10. "Premises" means that certain portion of the Building designated as Suite [Suite Number], containing approximately [Square Footage] rentable square feet, located on the [Floor Number] floor of the Building, as delineated on the floor plan attached hereto as Exhibit B.
11. "Security Deposit" means the sum of [Dollar Amount] ($[Numeric Amount]), deposited by Tenant with Landlord to secure the faithful performance by Tenant of all terms, covenants, and conditions of this Lease.
12. "Taxes" means all real estate taxes, general and special assessments, transit taxes, leasehold taxes, and any other taxes, fees, or charges imposed by any governmental or quasi-governmental authority upon or with respect to the Building, the Land, or the rents collected therefrom, excluding Landlord's federal or state net income taxes.
13. "Term" means the initial term of this Lease, commencing on the Commencement Date and expiring on the Expiration Date, inclusive of any properly exercised Renewal Terms.

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SECTION 3: SUBSTANTIVE TERMS & OBLIGATIONS

3.1 Grant of Lease, Premises, and Appurtenant Rights

Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the Premises, together with the non-exclusive right to use the Common Areas in common with other tenants, subject to reasonable rules and regulations promulgated by Landlord from time to time. Tenant accepts the Premises in their "AS-IS, WHERE-IS" condition as of the Commencement Date, with all faults, and without any representation or warranty by Landlord, express or implied, as to the habitability, merchantability, or fitness of the Premises for any particular use, except as may be expressly set forth in a separate construction rider, if any, attached hereto.

3.2 Term and Rent Structure

1. Initial Term: The Term shall commence on the Commencement Date and shall end on the Expiration Date, unless terminated earlier pursuant to the provisions of this Lease.
2. Base Rent: Tenant shall pay to Landlord, without notice, demand, deduction, or offset, the initial Base Rent in the amount of [Monthly Base Rent Amount] ($[Numeric Amount]) per month. Base Rent shall be due and payable in advance on the first (1st) day of each calendar month during the Term. If the Commencement Date falls on a day other than the first day of a calendar month, Base Rent for such fractional month shall be prorated on a per diem basis and paid on the Commencement Date.
3. Additional Rent and Escalations: Commencing on the Commencement Date, Tenant shall pay to Landlord as Additional Rent Tenant’s Pro Rata Share ([Pro Rata Percentage]%, calculated as the ratio of the rentable square footage of the Premises to the total rentable square footage of the Building) of the annual Operating Expenses and Taxes. Additional Rent shall be paid in monthly estimated installments as billed by Landlord. Within one hundred twenty (120) days following the end of each calendar year, Landlord shall provide Tenant with a statement of actual Operating Expenses and Taxes for the preceding year. If estimated payments exceed actual costs, Landlord shall credit the difference against future rent installments or refund the difference if the Lease has expired. If actual costs exceed estimated payments, Tenant shall pay the deficiency within thirty (30) days of receipt of the statement.
4. Place of Payment: All rent and other sums payable to Landlord shall be delivered to Landlord at the address designated in Section 6 or to such other address or via electronic wire transfer as Landlord may designate from time to time in writing.

3.3 Security Deposit

Upon execution of this Lease, Tenant shall deposit with Landlord the Security Deposit as security for the full and faithful performance of every provision of this Lease. If Tenant defaults with respect to any provision of this Lease, including the payment of rent, Landlord may (but shall not be required to) use, apply, or retain all or any portion of the Security Deposit for the payment of any rent or other sum in default, or for the payment of any amount Landlord may spend or become obligated to spend by reason of Tenant’s default, including damages or cleaning costs. If any portion of the Security Deposit is so used or applied, Tenant shall, within ten (10) business days after written demand therefor, deposit with Landlord cash in an amount sufficient to restore the Security Deposit to its original amount. Landlord shall not be required to keep the Security Deposit separate from its general funds, and Tenant shall not be entitled to interest thereon. Upon the expiration or termination of this Lease and the surrender of the Premises in compliance with all terms hereof, Landlord shall return the unused balance of the Security Deposit to Tenant within sixty (60) days following such surrender.

3.4 Permitted Use and Compliance with Laws

1. Permitted Use: The Premises shall be used and occupied solely for [Specify Permitted Commercial Use, e.g., general professional office use, light retail, warehousing] and for no other purpose without the prior written consent of Landlord.
2. Compliance with Laws: Tenant shall, at its sole cost and expense, promptly comply with all applicable federal, state, county, and municipal laws, ordinances, rules, regulations, codes, and orders (including the Americans with Disabilities Act and all environmental statutes) now in force or which may hereafter be in force, relating to or affecting the Premises or the specific use thereof by Tenant. Tenant shall not commit, or permit to be committed, any waste upon the Premises or any public or private nuisance or other act that may disturb the quiet enjoyment of other tenants in the Building.

3.5 Maintenance, Repairs, and Alterations

1. Landlord’s Obligations: Landlord shall maintain, repair, and keep in good condition and working order the structural elements of the Building, the roof, exterior walls, foundation, and the basic plumbing, electrical, heating, ventilating, and air conditioning (HVAC) systems serving the Building core, the costs of which shall be included in Operating Expenses to the extent permitted under Section 3.2.
2. Tenant’s Obligations: Tenant shall, at its sole cost and expense, maintain, repair, and keep the interior of the Premises, including non-structural interior walls, doors, windows, flooring, and Tenant-installed fixtures, in good, clean, sanitary, and safe condition. If Tenant fails to maintain the Premises, Landlord may, upon ten (10) days' prior written notice (except in an emergency), perform such maintenance, and the cost thereof shall be immediately due and payable by Tenant as Additional Rent.
3. Alterations: Tenant shall not make or permit any structural alterations, improvements, or additions to the Premises without Landlord’s prior written consent, which consent shall not be unreasonably withheld, delayed, or conditioned. For any non-structural alterations exceeding [Dollar Amount], Tenant shall submit detailed plans to Landlord for review. All alterations, additions, and improvements made by Tenant shall, upon installation, become the property of Landlord and shall remain upon and be surrendered with the Premises at the expiration of the Term, unless Landlord requires their removal pursuant to Section 3.9.

3.6 Insurance and Indemnification

1. Tenant’s Insurance: Tenant shall, at its sole cost and expense, maintain throughout the Term: (a) Commercial General Liability Insurance insuring against claims for bodily injury, personal injury, or property damage arising out of Tenant’s operations, with a combined single limit of not less than [Dollar Amount, e.g., $2,000,000] per occurrence and [Dollar Amount, e.g., $4,000,000] general aggregate; (b) "Causes of Loss – Special Form" property insurance covering all trade fixtures, merchandise, equipment, and personal property located within the Premises for full replacement cost value; and (c) Statutory Workers’ Compensation Insurance and Employer’s Liability coverage with limits of not less than [Dollar Amount, e.g., $500,000]. All liability policies shall name Landlord and Landlord’s managing agent as additional insureds.
2. Certificate of Insurance: Prior to the Commencement Date, Tenant shall deliver to Landlord certificates of insurance evidencing the coverage required herein, which shall provide that the policies may not be canceled or modified without at least thirty (30) days' prior written notice to Landlord.
3. Indemnification: To the fullest extent permitted by law, Tenant shall defend, indemnify, and hold harmless Landlord, its agents, directors, officers, employees, and mortgagees from and against any and all claims, liabilities, losses, damages, costs, or expenses (including reasonable attorneys’ fees) arising out of or resulting from: (a) any breach or default by Tenant in the performance of its obligations under this Lease; (b) any act, omission, or negligence of Tenant, its agents, employees, contractors, guests, or invitees; or (c) any accident, injury, or damage whatsoever caused to any person or property occurring in or about the Premises, except to the extent caused by the gross negligence or willful misconduct of Landlord.

3.7 Assignment and Subletting

Tenant shall not assign, mortgage, pledge, or otherwise transfer this Lease, whether voluntarily or by operation of law, nor sublet the whole or any part of the Premises, nor permit any license or concessionaire to occupy the Premises, without the prior written consent of Landlord, which consent Landlord may withhold in its reasonable commercial discretion. Any attempted assignment or subletting without such consent shall be void ab initio and shall constitute an immediate material Default under this Lease. No permitted assignment or sublease shall release or discharge Tenant from any liability under this Lease, and Tenant shall remain jointly and severally liable for the performance of all terms, covenants, and conditions hereof.

3.8 Environmental Compliance

Tenant shall not cause or permit any Hazardous Materials (as defined herein) to be brought upon, kept, stored, manufactured, or used in, on, or about the Premises or the Building in violation of any environmental law. "Hazardous Materials" shall mean any hazardous, toxic, or dangerous waste, substance, chemical, or material defined as such in or regulated by any local, state, or federal environmental statute, law, ordinance, or regulation. Tenant shall immediately notify Landlord in writing of any release or spill of Hazardous Materials upon the Premises. Tenant shall defend, indemnify, and hold harmless Landlord from any claims, judgments, damages, penalties, fines, costs, or liabilities arising out of any breach of this Section 3.8 by Tenant or its agents, employees, or contractors.

3.9 Surrender of Premises

Upon the expiration or earlier termination of this Lease, Tenant shall peaceably surrender the Premises to Landlord in good order, condition, and repair, ordinary wear and tear and damage by casualty excepted, broom clean, and free of all debris. Tenant shall remove all of its personal property, trade fixtures, and, if requested by Landlord, any alterations or additions installed by Tenant, and shall promptly repair any damage caused by such removal. If Tenant fails to surrender the Premises upon the expiration or termination of this Lease, Tenant shall be deemed a tenant at sufferance, subject to a daily holdover rent equal to two hundred percent (200%) of the Base Rent in effect immediately prior to such expiration or termination, plus all Additional Rent and damages incurred by Landlord as a result thereof.

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SECTION 4: DEFAULT, TERMINATION, AND REMEDIES

4.1 Events of Default

The occurrence of any one or more of the following events shall constitute a material "Default" by Tenant under this Lease:

1. Failure to Pay Rent: Failure by Tenant to pay any installment of Base Rent, Additional Rent, or any other monetary obligation due under this Lease within five (5) days after the same is due;
2. Breach of Covenants: Failure by Tenant to observe, perform, or comply with any other term, covenant, or condition of this Lease (other than the payment of rent) for a period of thirty (30) business days after written notice from Landlord specifying such failure; provided, however, that if the nature of Tenant’s non-compliance is such that it cannot reasonably be cured within thirty (30) business days, Tenant shall not be in Default if Tenant commences to cure within said period and thereafter diligently and continuously prosecutes the same to completion;
3. Bankruptcy or Insolvency: The filing of a petition by or against Tenant under any chapter of the United States Bankruptcy Code, or the appointment of a receiver, trustee, or custodian for all or a substantial portion of Tenant’s assets, or the making of a general assignment for the benefit of creditors;
4. Execution or Attachment: The levy of any writ of execution or attachment upon this Lease or upon all or a substantial portion of Tenant’s property located within the Premises, which is not vacated or discharged within thirty (30) days; or
5. Abandonment: The actual abandonment or vacation of the Premises by Tenant for a continuous period of fifteen (15) or more days without notice to Landlord and without payment of current rent.

4.2 Notice and Cure Periods

Except as otherwise expressly provided herein, Landlord shall provide Tenant with written notice of any non-monetary default. Tenant shall have thirty (30) business days from the date of receipt of such notice to cure the specified default before Landlord may exercise any legal or equitable remedies, unless an emergency situation dictates immediate intervention by Landlord. For monetary defaults, no cure period shall extend beyond five (5) days from the due date, and Landlord is not required to provide written notice more than two (2) times in any twelve (12) month period before declaring an immediate Default.

4.3 Landlord’s Remedies

Upon the occurrence of any Event of Default by Tenant, Landlord shall have the cumulative right and option to pursue any one or more of the following legal or equitable remedies, without further notice or demand:

1. Termination of Lease: Terminate this Lease and Tenant’s right to possession of the Premises, whereupon Landlord may recover from Tenant all damages incurred by Landlord, including the worth at the time of award of the unpaid rent that had been earned at the time of termination, plus the worth at the time of award of the amount by which the unpaid rent for the balance of the Term after the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided;
2. Continuation of Lease: Terminate Tenant’s right to possession only, without terminating this Lease, in which event Landlord may re-let the Premises or any part thereof for the account of Tenant, and Tenant shall remain liable for all Base Rent, Additional Rent, and other sums due, offset by any net rental proceeds received by Landlord from such re-letting;
3. Self-Help and Cure: Enter the Premises and cure any default of Tenant, and charge Tenant the reasonable cost of such cure, plus interest at the Interest Rate, which amount shall be immediately due and payable as Additional Rent; or
4. Acceleration of Rent: Declare the entire balance of Base Rent and Estimated Additional Rent for the remainder of the Term to be immediately due and payable.

4.4 Cumulative Remedies and Waiver

All rights and remedies of Landlord under this Lease shall be cumulative and non-exclusive of any other remedy permitted by law or in equity. No waiver by Landlord of any breach of any term, covenant, or condition of this Lease shall constitute a waiver of any subsequent breach of the same or any other term, covenant, or condition.

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SECTION 5: BOILERPLATE LEGAL PROVISIONS

5.1 Severability

If any provision of this Lease, or the application thereof to any person or circumstance, shall to any extent be held invalid, illegal, or unenforceable by a court of competent jurisdiction, the remainder of this Lease, or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each provision of this Lease shall be valid and enforced to the fullest extent permitted by law.

5.2 Entire Agreement

This Lease, including all Exhibits attached hereto, constitutes the entire agreement between Landlord and Tenant with respect to the subject matter hereof and supersedes all prior oral or written agreements, understandings, negotiations, and proposals. No modification, amendment, or waiver of any provision of this Lease shall be effective unless set forth in a written instrument executed by both Parties.

5.3 Force Majeure

Whenever a period of time is herein prescribed for action to be taken by Landlord or Tenant, the Party designated shall not be liable or responsible for, and there shall be excluded from the computation of any such period of time, any delays due to events of Force Majeure; provided, however, that this Section 5.3 shall not excuse Tenant from the timely payment of Base Rent, Additional Rent, or any other monetary obligation required under this Lease.

5.4 Governing Law and Forum Selection

This Lease shall be interpreted, construed, governed, and enforced in accordance with the internal laws of the State of Ohio, without regard to its conflict of laws principles. Any legal action, suit, or proceeding arising out of or relating to this Lease shall be instituted exclusively in the state courts of Ohio located in [County Name] County or in the United States District Court for the [Northern / Southern] District of Ohio, and each Party irrevocably submits to the exclusive personal jurisdiction and venue of such courts.

5.5 Dispute Resolution

In the event of any dispute, controversy, or claim arising out of or relating to this Lease, or the breach, termination, or validity thereof, the Parties agree to first attempt in good faith to resolve the dispute through executive negotiation. If the dispute is not resolved within thirty (30) days following written notice of dispute by either Party, the Parties agree to submit the matter to non-binding mediation administered by the American Arbitration Association (AAA) under its Commercial Mediation Procedures before resorting to litigation.

5.6 Notices

All notices, demands, consents, and other communications required or permitted under this Lease shall be in writing and shall be deemed duly given and received: (a) upon personal delivery; (b) on the next business day after being deposited with a nationally recognized overnight courier service (e.g., FedEx or UPS), postage prepaid; or (c) three (3) business days after being mailed by certified mail, return receipt requested, postage prepaid, addressed to the respective Parties at the addresses set forth below:

To Landlord:
[Landlord Entity Name]
Attn: [Contact Name / Title]
[Street Address]
[City, State, Zip Code]
Email: [Email Address]

To Tenant:
[Tenant Entity Name]
Attn: [Contact Name / Title]
[Street Address]
[City, State, Zip Code]
Email: [Email Address]

5.7 Authority to Execute

Each person executing this Lease on behalf of Landlord and Tenant warrants and represents that they are duly authorized to execute and deliver this Lease on behalf of said entity, that all corporate or organizational action necessary for the authorization of this Lease has been taken, and that this Lease is binding upon said entity in accordance with its terms.

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SECTION 6: FORMAL EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties hereto have caused this Commercial Lease Agreement to be duly executed by their respective authorized officers or representatives as of the Effective Date first written above.

LANDLORD:
[Landlord Entity Name], a [State and Entity Type]

By: _____________________________________
Name: [Signatory Name]
Title: [Signatory Title]
Date: [Date of Signature]

TENANT:
[Tenant Entity Name], a [State and Entity Type]

By: _____________________________________
Name: [Signatory Name]
Title: [Signatory Title]
Date: [Date of Signature]