Signage Provisions in Commercial Leases G. Andrew Gardner McDonald Hopkins LLC

Transcription

1 Signage Provisions in Commercial Leases G. Andrew Gardner McDonald Hopkins LLC I. General Signage Clauses A. Office Lease 1. Lease will address Interior Signage in the Building for the Office Tenant outside Premises in the following locations: a. Building Directory i. Secure right to list Tenant entity and any necessary subsidiaries. x. Expressly list any necessary tradename listings. ii If necessary, obtain right to list key Tenant professionals. iii. Include right to have sublessees/assignees listed in Directory. b. Building Elevator Lobby i. Right is rarely offered and will usually only be granted to multifloor tenants in that elevator bank. Tenant must request right. Typically Landlord will only allow a sign showing Tenant s name (or tradename) and logo with a reference to the appropriate reception floor. c. Premises Floor Elevator Lobby i. Unless Tenant is a full-floor tenant, tenant should request the right to place directional signage with Tenant s name (or tradename) in the Premises Floor Elevator Lobby. ii. Signs will typically be at Tenant s cost (provided by Landlord in Building Standard format, unless requested as part of the Buildout fund. iii. Include right to list subtenants/assignees. d. Premises Entrance i. Signs will typically be at Tenant s cost (provided by Landlord in Building Standard format, unless requested as part of the Buildout fund. ii. Include right to list subtenants/assignees. 2. Exterior Signage a. Building Exterior (Rare). i. Tenant will need to obtain approvals and pay all costs related to the construction and installation of the sign b. Monument (or, rarely, Pylon) Sign. i. Landlord will typically provide sign, Tenant to pay for (and obtain all necessary approvals for panel). Landlord may exclude from operating expenses and bill only to parties that have panels on the sign. 3. Building Naming Rights. Related to signage rights, individually negotiated as to the scope of what signs will be modified or replaced. 4. Roof Sign. Signage rights are negotiated on a case by case basis, but many of the same rights/obligations exist. Tenant will need to apply for and receive approvals for the

2 signage, pay the full cost of the construction and installation of the roof sign and any utilities related to the roof sign. Permits will likely be far more complicated and may require approval of more than one City organization. B. Retail Lease 1. Addresses Interior Signage a. Directories (for Enclosed Malls/Lifestyle Centers/Outlet Malls and similar facilities). Confirm right to be listed under tradename in all directories. b. Premises Entrance i. Similar to Premises Exterior if in an enclosed mall, but not subject to approval by governmental entity. Will want not only sign, but any frontage design to be approved by Landlord via drawings attached to the Lease. ii. Signage: cost typically covered by the Tenant unless included in Landlord s Work cost. iii. Provision may prohibit signs in windows and on doors, negotiate exceptions for any special items, such as OPEN signs, hours of operation and identification of payment methods accepted by tenant (credit card signs). 2. Exterior Signage a. Premises Exterior b. Monument/Pylon Sign i. Allocation of Signage Space. Typically done for anchor tenants. Priority for position on the Pylon or Monument Sign is given to larger tenants. ii. Tenant responsible for design/production of panel iii. Tenant Responsible for Governmental Approvals iv. Landlord Approval x. Attempt to Procure Approval as Exhibit to Lease. C. Industrial Lease 1. Interior Signage a. Rare, but limited to identification signs at interior doorways. 2. Exterior Signage a. Premises Entrance i. Typically provided by Landlord, at Tenant s cost, in building standard format. Will be required to be located on, above or next to main man door to Premises. b. Monument Sign i. Typically provided by Landlord on the street side of the Premises. Tenant s panel (label) is provided by Landlord, at Tenant s cost, in building standard format. If Tenant wants logos or anything extra, Lease should specify. c. Directional Signs i. For example: Trucks use Driveway B for [Tenant] Deliveries. Special case, should be expressly provided for in the Lease, including size, location and size of lettering.

3 II. Governmental Approvals A. Tenant Responsibility 1. Leases almost always place responsibility for obtaining governmental sign approval with Tenant. Landlord will have received approval for general location or for size, but actual sign will likely need governmental approval. 2. Practice Tip. Discuss with the Tenant who will be coordinating the signage process with local authorities. Most Tenant s do not want the matter handled by attorney, preferring to have it handled by local brokers or by the Tenant s relocation assistance company or staff. B. Scope of Approvals. 1. Some jurisdictions require only one approval, other require additional process more for specialized items (like rooftops). C. Landlord Cooperation Provision. 2. Tenant should attempt to negotiate a Landlord cooperation provision providing that the Landlord will cooperate if needed in filing applications, appearing at meetings or other items. Landlord will expect reimbursement for these activities. D. Contingency. If sign is crucial to business, may include contingency in lease to allow Tenant to terminate lease if approval is not granted. III. Details Details Details A. Signage Exhibits 1. Most retail leases will contain an exhibit describing the Signage Criteria for the Shopping Center/Mall. This keeps a uniform appearance in the Center. Major Tenants (anchors) will usually have some flexibility to negotiate around these requirements. 2. Generally, the tenant should send these out for review by their signage contractor ASAP to confirm that a workable sign can be achieved on the exterior of the premises. For example, if the Tenant has a long name (for example: Andy s Famous Hot Dogs and French Fry Company This may not fit on the storefront. A simpler Andy s Famous may be all that fits and is needed. Different sized letters may be required and need approval. B. Practice Tip. Retail Lease Signage Requirements should be Addressed in the LOI. Signage is important enough in retail leases that the signage should, if possible, be addressed in the LOI. If possible, drawings should be attached and pre-approved by the Landlord. IV Temporary Signage A. Tenant should obtain the right to put temporary signage in place during construction and prior to occupancy/sign approval. B. If the Tenant regularly has special events that require special signage, they should obtain the right for this signage in the Lease as it will typically be prohibited by the Lease. Also, the Landlord and Tenant should discuss if there are any restrictions in the Shopping Center title documents that would prohibit such signage. IV. Flagpoles A. Right to install flagpoles in stand-alone building.

4 1. Landlord may want to restrict flagpoles to display of Federal, State and local flags. Most Tenant s will want right to add corporate flags or certification flags (like ISO certification). V. Sample Provisions A. Retail Lease 1. Retail (Simple, Landlord Criteria incorporated by Reference, Prior Approval of Sign by Landlord): Section. Signage: (a) Prior to opening for business, Tenant shall install a identification sign on its storefront at its cost and expense, which sign shall comply with Exhibit D attached hereto (the Signage Criteria ). Tenant shall not erect or install any other ground, building, or roof signs except as expressly permitted by Landlord, provided that the foregoing shall not prohibit signs placed in Tenant s windows. All permitted signs shall comply with the terms and provisions of the Signage Criteria, and with all requirements of appropriate governmental authorities. All necessary permits or licenses shall be obtained by Tenant. Tenant shall maintain all permitted signs in good condition and repair at all times, and shall save Landlord harmless from any injury to person or property arising from the erection and maintenance of said signs. Upon vacating the Premises, Tenant shall remove all signs and repair all damage caused by such removal. (b) Tenant s sign plan, as approved by Landlord, is attached hereto as Exhibit D-1 and made a part hereof. 2. Storefront and Signs (Simple, Landlord Criteria incorporated by Reference). Section. STORE FRONT AND SIGNS. Tenant shall not, without Landlord s prior written consent which shall not be unreasonably withheld, conditioned or delayed, (a) make any changes to or paint the front of the Demised Premises; (b) install any exterior lighting, decorations or paintings; or (c) erect or install any signs, window or door lettering, place cards, decorations or advertising media of any type which can be viewed from the exterior of the Demised Premises, excepting only dignified displays of a customary type for its display windows not affixed to the windows. All signs, decorations, displays and advertising media shall conform in all respects to the sign criteria established by Landlord for the Building and attached hereto as Exhibit C (the Signage Criteria ), and shall otherwise be subject to and in compliance with all applicable laws and ordinances of the City of. All expenses incurred with regard to the design, construction and installation of Tenant s signs shall be costs of Tenant including, without limitation, professional fees and permit fees. Tenant shall use a sign company reasonably approved by Landlord. Tenant shall maintain all signs in good condition and in proper operating order. Tenant, upon vacation of the Demised Premises, or the removal or alteration of its sign for any reason, shall be responsible for the repair, painting, and/or replacement of the building facade surface where signs are attached. Subject to Landlord's approval, which shall not be unreasonably withheld or delayed, Tenant shall be permitted

5 to, at Tenant s cost, place a sign conforming to Tenant s other signage and the Signage Criteria on the awning of the Demised Premises, which sign shall be removed and any damage to the awning repaired at Tenant s cost when Tenant vacates the Demised Premises. C. Simple Monument (Pylon) Sign addition (design of sign incorporated by reference and Tenant s placement on the sign shown on Exhibit): Landlord shall, at Landlord s cost, obtain all necessary permits for and construct a monument sign for the Shopping Center in the format shown on Exhibit H1 attached hereto (the Monument Sign ). Tenant shall, at Landlord s cost, be entitled to place an advertising panel on each side of the Monument Sign in the area shown as vacant space on Exhibit H1 in the form, from time to time, designed by Tenant (the Panels ) and approved by Landlord and any necessary governmental authorities. Landlord shall maintain the Monument Sign in good operating condition, Tenant shall maintain the Panels in good operating condition. D. Tenant Sign Provision (Pylon and exterior signage (Landlord approved by exhibit), Tenant right to construct Pylon if not provided by Landlord, temporary sign): Section. Signage. Tenant will be allowed to place its name on all pylon or monument signs located by Landlord on the Property and on sides (the and sides) of the Building, in accordance with the maximum signage allowed by the local governmental authorities. Landlord has approved Tenant s signage requirements on the attached Exhibit F ( Tenant s Signage Package ). On the Commencement Date, Landlord shall deliver the exterior of the Demised Premises in good condition, free of holes and ready for installation of signage by Tenant. Landlord and Tenant agree that if Landlord does not provide a Pylon or Monument sign, Tenant shall have the right, at its sole cost and expense, to install a Pylon or Monument Sign on the Property, subject to Landlord s approval (which will not be unreasonably withheld delayed or denied) and the approval of all appropriate governmental authorities. In addition, Tenant agrees thattenant will allow the other existing tenants (or any future tenants) of the Building to place a sign panel (or panels) on each side of the Pylon or Monument Sign facing the adjacent street so long as the existing tenant(s) enter into a separate agreement with Tenant to share in the cost of constructing, erecting and maintaining the Pylon or Monument Sign. Such existing tenant(s) shall be allocated space on the Pylon or Monument Sign in proportion to their total floor space within the Building. Tenant acknowledges that in the event that Tenant surrenders any portion of its Demised Premises, Tenant shall make space available to future tenants in proportion to the amount of space vacated. Tenant will decide on the location of the Pylon or Monument Sign and the location of the existing tenants panel(s) on the Pylon or Monument Sign. Upon the termination of this Lease, Tenant shall surrender the Pylon or Monument Sign to Landlord without any payment or compensation from Landlord or, upon the election of Landlord, remove the Pylon or Monument Sign. Tenant shall maintain the Pylon

6 or Monument Sign in good working condition throughout the term of this Lease and in accordance with all applicable laws and shall pay all utility charges applicable to such Pylon or Monument Sign, subject to reimbursement from any other tenant occupying space on such Pylon or Monument Sign. Tenant shall, at its expense, have the right throughout the Lease Term to install and change its corporate signage (including logos, colors, fonts, etc.) on the exterior of the Demised Premises (or visible from the windows of the Premises)so long as such changes are reasonably approved by Landlord and Tenant, at Tenant s cost, applies for and receives all applicable governmental approvals. Tenant, at Tenant s cost, may place signs and advertising materials (hereinafter defined as Signage ) on the Demised Premises so long as such Signage is (i) generally consistent with the signage program at Tenant s other stores in the metropolitan area, and Tenant obtains Landlord s approval therefore and all necessary governmental approvals therefore. Once Tenant has installed the Signage, Tenant shall have the right to use such Signage throughout the Lease Term and renewal or extension thereof. Tenant, at its expense, shall maintain the Signage in good condition and repair. Tenant shall, upon the termination or expiration of this Lease, remove such signage, and Tenant shall repair any damage to the Building caused to the Premises by such removal. Subject to the foregoing, Tenant may at any time during the Term of the Lease, update, reconfigure, remodel or replace Tenant s Signage to conform with Tenant s then standard corporate Signage package. Landlord shall have the right to review plans and specifications for Tenant s updated signage, provided that Landlord s approval of such plans and specifications shall not be required if such signage is installed in accordance with applicable governmental regulations and the provisions of this section. In the event Landlord elects to repair, renovate, replace or remodel the exterior of the Premises, and any such activity necessitates removal of any Tenant s Signage, Landlord shall bear all expenses in connection with the removal, storage and reinstallation of Tenant s Signage, as well as the provision of temporary signage during such period in a form reasonably acceptable to Tenant. Landlord shall, at Landlord s expense, reinstall Tenant s original Signage within ten (10) days after Landlord has completed its activities. If Landlord fails to reinstall Tenant s Signage within the aforesaid ten (10) day period, Tenant shall have the right to cause Signage to be reinstalled and bill Landlord for the cost. Landlord shall reimburse Tenant for the said cost within thirty (30) days after Landlord receives a bill and copies of the applicable invoices therefore. In the event Landlord fails to reimburse Tenant as stated above, Tenant shall have the right to deduct said cost from the rent payments next due to Landlord. With Landlord s prior written approval, not to be unreasonably withheld or delayed, Tenant shall have the right to attach grand opening promotional materials

7 to the exterior of the Demised Premises for a period of one (1) month during Tenant s grand opening of the Demised Premises. B. Industrial Lease (Typical Provisions). SIGNS AND ADVERTISEMENTS: Tenant shall not put upon nor permit to be put upon any part of the Premises or the Building, any signs, billboards, flags, flagpoles or advertisements whatsoever, without the prior written consent of Landlord. Tenant will be allowed, at Tenant s expense, to have its name displayed on the front glass office door, the rear service door and on the canopy area of the fascia of the building for identity purposes. Landlord shall reserve the right to approve said signs, etc., which shall not be unreasonably withheld, provided it is in compliance with applicable local building sign ordinances. Upon such time Tenant vacates the Demised Premises, Tenant will be responsible to remove all logos, and related company signage from any area on the Demised Premises at its expense. Section. Signage. Tenant shall have the right to have a Building standard sign board placed on the directory board located at the corner of Street and Street. The Landlord shall construct such a directory board and shall pay for such construction. Tenant shall pay for its sign board to be placed thereon. Tenant may place additional identification signage (noting only Tenant s name, logo and address) on the exterior walls of Building, outside the Demised Premises, at its own expense, subject to receipt of all necessary governmental approvals and such signage being reviewed and approved by Landlord, such approval not to be unreasonably withheld or delayed. C. Office Lease (Typical Forms) 1. Typical Form. Section - Signs. (a) No picture, advertisement, notice or sign may be displayed, erected or maintained by Lessee on any part of the outside of the Building or in any entrance, corridor, hall or other public portion or area of the Building. No For Rent or For Sublease signs shall be displayed by Lessee on the exterior of the Building or within the Premises or on the inside of the glass of the doors or window of the Premises. No showcases, merchandise, signs, nor any advertising device of any kind shall be placed by Lessee on the sidewalks abutting the Premises or in any public areas or Common Areas of the Building. (b) Notwithstanding the foregoing, Lessee shall have the right to listings on the tenant directory in the lobby of the Building (for Lessee and Lessee s

8 professional employees) and Building standard signage on or next to the doors of the Premises. 2. Typical Short Form. Section. Signs. Tenant shall not install any sign or advertising or publicity device in any public area, on any roof, on any window or on any outside portion of the Building other than as permitted herein. Tenant may install an identification sign within or adjacent to the entrance of Demised Premises providing such sign has the prior written approval of Landlord and conforms to the graphic standards of the Building. Landlord shall maintain in the lobby of the Building a directory board or electronic directory which shall include the names of Tenant and any other names reasonably requested by Tenant in proportion to the number of listings given to other tenants of the Building.