Lease Assignment, Assumption, and Landlord Consent - Colorado

LEASE ASSIGNMENT, ASSUMPTION OF LEASE, AND LANDLORD CONSENT

(Colorado Commercial Lease)

THIS AGREEMENT ("Agreement") is entered into as of [__/__/____] (the "Effective Date"),

by and among:

ASSIGNOR (Current Tenant):
Name: [________________________________]
Entity Type: ☐ Individual ☐ Corporation ☐ LLC ☐ Partnership ☐ Other: [________________]
State of Organization: [________________________________]
Colorado Secretary of State ID (if applicable): [________________________________]
Principal Address: [________________________________]
City: [________________________________] State: CO ZIP: [__________]
County: [________________________________]
Telephone: [________________________________]
Email: [________________________________]

ASSIGNEE (New Tenant):
Name: [________________________________]
Entity Type: ☐ Individual ☐ Corporation ☐ LLC ☐ Partnership ☐ Other: [________________]
State of Organization: [________________________________]
Colorado Secretary of State ID (if applicable): [________________________________]
Principal Address: [________________________________]
City: [________________________________] State: [____] ZIP: [__________]
Telephone: [________________________________]
Email: [________________________________]

LANDLORD (Property Owner):
Name: [________________________________]
Entity Type: ☐ Individual ☐ Corporation ☐ LLC ☐ Partnership ☐ Other: [________________]
Principal Address: [________________________________]
City: [________________________________] State: [____] ZIP: [__________]
Telephone: [________________________________]
Email: [________________________________]

RECITALS

WHEREAS, Landlord and Assignor entered into that certain lease dated [__/__/____], as amended by [________________________________] (the "Lease"), for the premises at:

Premises: [________________________________]
Suite/Unit: [________________________________]
City: [________________________________] County: [________________________________] State: Colorado ZIP: [__________]
Square Footage: [________________________________]
Schedule Number / Parcel ID: [________________________________]
Legal Description: Exhibit A

(the "Premises");

WHEREAS, the Lease commenced [__/__/____] and expires [__/__/____], with [____] renewal options;

WHEREAS, current monthly base rent is $[________________________________];

WHEREAS, Assignor desires to assign, Assignee desires to assume, and Landlord consents;

NOW, THEREFORE, the Parties agree:

ARTICLE 1. DEFINITIONS

1.1-1.10 Standard definitions: Assignment, Assignment Consideration ($[________________________________]), Business Day (excluding Colorado state holidays), Effective Date, Existing Security Deposit ($[________________________________]), Guarantor, Lease, Permitted Use, Pre-/Post-Assignment Periods, Premises.

ARTICLE 2. ASSIGNMENT OF LEASE

2.1 Assignor assigns all right, title, and interest, including: (a) occupancy rights; (b) renewal/expansion options; (c) unexercised TI allowances; (d) alterations and fixtures; (e) ancillary agreements (Exhibit B).

2.2 Excluded Assets: [________________________________].

2.3 Delivery on the Effective Date, ordinary wear and tear excepted.

2.4 Keys, access cards, and codes delivered.

ARTICLE 3. ASSUMPTION OF LEASE OBLIGATIONS

3.1 Assignee assumes all tenant obligations from the Effective Date: (a) all rent and charges; (b) use restrictions; (c) maintenance/repair; (d) insurance; (e) compliance with Colorado laws, including Colorado Building Code (administered locally), local zoning, fire codes, and environmental regulations; (f) surrender obligations.

3.2 Assignee has reviewed the Lease and accepts Premises "as-is."

3.3 Lease not modified except as stated.

ARTICLE 4. ASSIGNOR'S CONTINUING LIABILITY

4.1 Colorado Law. Colorado follows the common law rule that an assignment does not release the assignor from privity of contract absent a novation or express release. The original tenant remains liable to the landlord even after assignment. Colorado's commercial tenancy statutes (C.R.S. Title 38, Article 12) do not specifically address assignor continuing liability, leaving the issue to common law and the Lease terms.

4.2 Liability Election. Select one:

☐ Option A — Remains Liable. Assignor remains secondarily liable for all obligations. Not liable for post-assignment expansions or rent increases beyond scheduled amounts.

☐ Option B — Released (Novation). Conditions: [________________________________].

☐ Option C — Transition Period. [____] months. Release upon expiration if no default.

4.3 Notice. 4.4 Cure right ([____] days). 4.5 Subrogation.

ARTICLE 5. LANDLORD'S CONSENT

5.1 Consent granted.

5.2 Colorado Consent Standards.

(a) Colorado does not have a specific statute governing landlord consent to commercial lease assignments; there are no laws restricting assignment or sublease terms in commercial leases;

(b) The consent standard is determined by the Lease terms. Many Colorado commercial leases stipulate that consent will not be "unreasonably withheld," though the definition of "unreasonable" is fact-specific;

(c) Colorado courts recognize the implied covenant of good faith and fair dealing in commercial contracts, which may inform the exercise of consent provisions;

(d) Where the Lease grants sole discretion, Colorado courts generally enforce such provisions in commercial contexts;

(e) Commercial tenants are afforded fewer statutory protections than residential tenants in Colorado, as commercial parties are presumed to negotiate at arm's length; and

(f) Acceptance of rent from an assignee after an unauthorized assignment may constitute waiver of the anti-assignment clause.

5.3 Standard limitations on consent.

5.4 Assignment Consideration: ☐ Not applicable ☐ [____]% ☐ Other.

5.5 Recapture: ☐ Waived ☐ Not exercised ☐ Not applicable.

5.6 Fee: $[________________________________]. Costs: not to exceed $[________________________________].

ARTICLE 6. REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

6.1 Lease in force. 6.2 No default. 6.3 Landlord not in default. 6.4 Rent current through [__/__/____]. 6.5 No claims. 6.6 No prior transfers. 6.7 Authority. 6.8 Total consideration. 6.9 Broker: [________________________________]. 6.10 No environmental violations under Colorado Hazardous Waste Act (C.R.S. Section 25-15-101 et seq.), Colorado Voluntary Cleanup Program (C.R.S. Section 25-16-301 et seq.), or CERCLA.

ARTICLE 7. REPRESENTATIONS AND WARRANTIES OF ASSIGNEE

7.1 Lease reviewed (Exhibit A). 7.2 "As-is." 7.3 Financial capacity. 7.4 Permitted Use. 7.5 Organized, in good standing, authorized in Colorado. 7.6 Authority. 7.7 No conflicts. 7.8 Financial statements accurate. 7.9 No bankruptcy within [____] years.

ARTICLE 8. SECURITY DEPOSIT

8.1 $[________________________________]. ☐ Transferred ☐ Returned ☐ Other.
8.2 Additional: $[________________________________]. ☐ Cash ☐ Letter of Credit ☐ Other.
8.3 Total: $[________________________________].
8.4 Colorado's residential security deposit statute (C.R.S. Section 38-12-103) does not apply to commercial tenancies. Commercial deposits are governed by the Lease terms. Colorado does not impose statutory requirements on commercial security deposit handling, return timelines, or interest.

ARTICLE 9. RENT AND FINANCIAL ADJUSTMENTS

9.1 Prorated at the Effective Date. 9.2 Assignee obligation begins [__/__/____]. 9.3 Operating expense reconciliation by occupancy periods.

9.4 Colorado Sales/Use Tax on Commercial Rent. Colorado does not impose a state-level sales tax on commercial lease payments. However, certain Colorado municipalities and special districts may impose local taxes on commercial rentals or occupancy. The Parties shall determine whether any local tax applies:

☐ No local sales/use tax applies to commercial rent at the Premises.
☐ Local occupancy or rental tax applies. Rate: [____]%. Assignee responsible from the Effective Date.
☐ To be determined.

9.5 Percentage rent prorated if applicable. 9.6 Prepaid rent: ☐ Applied ☐ Refunded.

ARTICLE 10. INSURANCE

Per the Lease: (a) CGL: $[________________________________]/$[________________________________]; (b) Property at replacement cost; (c) Workers' comp per Colorado law (C.R.S. Title 8, Article 40 et seq.); (d) Business income for [____] months; (e) Wildfire coverage if applicable (for properties in wildland-urban interface areas); (f) Hail/wind coverage as required by Lease; (g) Other per Lease.

Additional insured: Landlord, agent, mortgagee. Certificates [____] days before the Effective Date. Assignor tail for [____] years.

ARTICLE 11. GUARANTY

11.1 ☐ None ☐ Continues (Exhibit C) ☐ Released ☐ Conditionally released.
11.2 ☐ None required ☐ Required from [________________________________] (Exhibit D): ☐ All obligations ☐ Payment ($[________________________________]) ☐ [____] months.

ARTICLE 12. INDEMNIFICATION

12.1-12.3 Standard three-way indemnification.

12.4 Colorado Indemnity Rules. C.R.S. Section 13-21-111.5 addresses construction contract indemnity limitations. For work performed at the Premises involving design or construction, indemnification provisions shall comply with this statute, which prohibits indemnification for the indemnitee's own negligence in construction contracts. Additionally, Colorado's comparative fault system (C.R.S. Section 13-21-111) may affect the allocation of liability.

12.5 Survival: [____] years.

ARTICLE 13. CONDITIONS PRECEDENT

By [__/__/____]: (a) Landlord approval; (b) financial statements; (c) insurance; (d) deposit; (e) guaranty; (f) fees/costs; (g) no default; (h) all permits, including Colorado state business registration, local business license, Certificate of Occupancy, and any special use permits required by the municipality; (i) compliance with any applicable metropolitan district or special district requirements; (j) Other: [________________________________].

Termination if not satisfied.

ARTICLE 14. COLORADO-SPECIFIC PROVISIONS

14.1 Transfer Taxes. Colorado does not impose a state-level real estate transfer tax or documentary stamp tax on the conveyance or assignment of real property or leasehold interests. However:

(a) Certain Colorado municipalities (e.g., mountain resort communities) impose a local real estate transfer tax. Verify with the municipality:
☐ No local transfer tax applies.
☐ Local transfer tax applies. Rate: [____]%. Estimated: $[________________________________]. Paid by: ☐ Assignor ☐ Assignee ☐ Shared.

(b) County recording fees apply per the County Clerk and Recorder's fee schedule;

(c) A documentary fee of $0.01 per $100 of consideration (C.R.S. Section 39-13-102) applies to deeds and instruments transferring title to real property. Applicability to leasehold assignments should be confirmed with counsel.

14.2 Recording. Select one:

☐ Recorded with the Clerk and Recorder of [________________________________] County, Colorado.
☐ Memorandum of assignment recorded.
☐ Not recorded.

14.3 Colorado Recording Requirements. For recording:

(a) Instruments must be acknowledged before a notary public (C.R.S. Section 38-35-101);
(b) The instrument must contain a legal description of the property (C.R.S. Section 38-35-109(2));
(c) Instruments must meet formatting requirements, including minimum margins, paper size, and legibility standards specified by the county recorder; and
(d) A Real Property Transfer Declaration (TD-1000) may be required if the assignment involves consideration.

14.4 Colorado Forcible Entry and Detainer. If Assignee defaults, Landlord's remedies include forcible entry and detainer proceedings under C.R.S. Section 13-40-101 et seq. Assignee acknowledges:

(a) Under C.R.S. Section 13-40-104, the landlord may serve a written demand for compliance or possession, giving the tenant the notice period specified in the Lease (or by statute);

(b) Colorado allows expedited eviction proceedings for commercial tenancies; and

(c) The timeline and procedures differ from residential evictions.

14.5 Colorado Anti-Assignment Clause Construction. Colorado courts construe anti-assignment clauses strictly. A prohibition on "assignment" does not automatically prohibit "subletting" and vice versa. The Parties acknowledge that the Lease provisions regarding assignment should be reviewed carefully to determine their scope.

14.6 Metropolitan Districts and Special Districts. If the Premises are within a metropolitan district, special improvement district, or business improvement district:

☐ Not applicable.
☐ Applicable: [________________________________]. Assignee assumes all district assessments, fees, and compliance obligations.

14.7 Colorado Environmental Considerations. Assignee acknowledges:

(a) Colorado Department of Public Health and Environment (CDPHE) administers environmental programs;
(b) The Brownfields/Voluntary Cleanup Program (C.R.S. Section 25-16-301 et seq.) may apply if the Premises have environmental contamination;
(c) Colorado's radon regulations (C.R.S. Section 25-11-101 et seq.) — radon levels should be tested and disclosed; and
(d) If the Premises involve oil and gas surface operations, the Colorado Energy and Carbon Management Commission (ECMC, formerly COGCC) regulations may apply.

14.8 Marijuana/Cannabis Disclaimer. This template does not address commercial lease assignments involving marijuana or cannabis-related businesses. If Assignee's intended use involves marijuana or cannabis, specialized legal counsel must be retained to address the unique federal-state legal conflict and specific regulatory requirements.

14.9 Foreign Entity Registration. If Assignee is organized outside Colorado, it must file for authority to transact business with the Colorado Secretary of State (C.R.S. Section 7-90-801 et seq.).

14.10 Wildfire Considerations. For properties in wildland-urban interface (WUI) areas:

(a) Assignee shall comply with all applicable wildfire mitigation requirements, including local defensible space regulations;
(b) Insurance coverage for wildfire risk shall be maintained as required by the Lease; and
(c) Assignee acknowledges that wildfire risk may affect insurance availability and cost.

ARTICLE 15. BANKRUPTCY

Standard 11 U.S.C. Section 365 provisions.

ARTICLE 16. NOTICES

Standard provisions. To Assignor / Assignee / Landlord: [________________________________].

ARTICLE 17. GENERAL PROVISIONS

17.1-17.16 Binding Effect; Entire Agreement; Amendments (three Parties); Severability; Governing Law — Colorado; Venue — [________________________________] County, Colorado (District Court of [________________________________] County or Denver District Court); Waiver — written; Counterparts; Electronic Signatures (C.R.S. Section 24-71.3-101 — Colorado UETA); Attorneys' Fees — prevailing Party recovers per C.R.S. Section 13-17-102 (if applicable) or Lease terms; Time of Essence; Interpretation; Survival; Brokers; Confidentiality; Further Assurances.

ARTICLE 18. EXECUTION

ASSIGNOR:

[________________________________]
By: [________________________________] Name: [________________________________] Title: [________________________________] Date: [__/__/____]

ASSIGNEE:

[________________________________]
By: [________________________________] Name: [________________________________] Title: [________________________________] Date: [__/__/____]

LANDLORD CONSENT:

[________________________________]
Consent limited to this Assignment.
By: [________________________________] Name: [________________________________] Title: [________________________________] Date: [__/__/____]

NOTARIZATION

State of Colorado
County of [________________________________]

The foregoing instrument was acknowledged before me this [____] day of [________________________________], 20[____], by [________________________________].

Notary Public: [________________________________]
My Commission Expires: [__/__/____]
[Notarial Seal]

(Repeat for each Party)

EXHIBITS

Exhibit A — Lease | Exhibit B — Ancillary Agreements | Exhibit C — Guarantor's Consent | Exhibit D — New Guaranty | Exhibit E — Financial Statements

SOURCES AND REFERENCES

• C.R.S. Title 38, Article 12 (Tenants and Landlords)
• C.R.S. Section 38-12-103 (Security Deposits — residential only)
• C.R.S. Section 38-35-101 et seq. (Recording)
• C.R.S. Section 13-40-101 et seq. (Forcible Entry and Detainer)
• C.R.S. Section 13-21-111.5 (Construction Indemnity)
• C.R.S. Section 24-71.3-101 (UETA)
• C.R.S. Section 25-16-301 (Voluntary Cleanup)
• Commercial Lease Assignment and Sublet Provisions — Colorado Bar Association
• 11 U.S.C. Section 365 (Bankruptcy)

This template is for informational purposes only. Consult a Colorado-licensed attorney before execution.