A plain-English guide for tenants and buyers
The commercial deal,
decoded end to end.
Commercial real estate runs on a vocabulary nobody teaches you: NNN, TI, CAM, load factor, burn-down, cap rate. Every one of those words is attached to money. This guide walks the whole deal — how rent is really calculated, who pays for what, what the buildout is worth, which clauses protect you, and when buying beats leasing.
Part 01
How a commercial deal actually moves
A commercial lease is not a residential lease with bigger numbers. There is a negotiation phase before any lease document exists, and that phase is where the money is won or lost.
Plan on three to nine months from first tour to open doors on a space that needs work. Second-generation space you can use as-is can move in six weeks. The single most common planning mistake is signing a lease with a rent start date that assumes permits take two weeks.
Almost everything that matters is decided at step 02, in the Letter of Intent — before an attorney writes a word. Once terms are in the lease draft, you are negotiating against a document the landlord's counsel wrote. Win it early.
Part 02
The money: how rent is really calculated
A listing that says $18.00/SF is telling you one component of the cost, quoted per square foot per year. It is not the rent. Here is the full stack.
- Base rentThe headline number
- The rent for the space itself, almost always quoted in dollars per square foot per year in Colorado. Divide by 12 to get a monthly rate. Some smaller retail and flex listings quote monthly instead — always confirm which.
- NNN / operating expensesThe second number
- Your share of property taxes, building insurance, and common area maintenance, quoted the same way — dollars per square foot per year. It is billed monthly as an estimate and reconciled once a year against actual costs. WatchReconciliation means a true-up bill can arrive in Q1 for the prior year. Ask for three years of actual expense history before you sign.
- EscalationsHow it grows
- Base rent increases on a schedule — commonly a fixed 3% per year, a stepped dollar amount, or a CPI-linked bump. NNN charges rise on their own as taxes and insurance rise, whether or not base rent escalates.
- Free rent / abatementThe offset
- Months of rent waived, usually during buildout or at the front of the term. Ask whether abatement covers NNN too — often it covers base rent only, and you still owe operating expenses from day one.
- Percentage rentRetail only
- Common in malls and anchored centers: a percentage of gross sales above a stated breakpoint, paid on top of base rent. Less common in standalone or strip retail.
- Effective rentWhat you actually pay
- Total rent across the whole term, minus free rent and TI value, divided by the term. This is the number to compare two offers with — not the headline rate.
Part 03
Who pays for what: the four lease structures
The structure decides which costs sit on your P&L and which sit on the landlord's. Two spaces at the same headline rate can differ by 40% in real cost purely because of this.
| Cost | Full service gross | Modified gross | Triple net (NNN) | Absolute net |
|---|---|---|---|---|
| Base rent | Tenant | Tenant | Tenant | Tenant |
| Property taxes | Landlord | Varies | Tenant | Tenant |
| Building insurance | Landlord | Varies | Tenant | Tenant |
| Common area maintenance | Landlord | Varies | Tenant | Tenant |
| Your utilities | Landlord | Tenant | Tenant | Tenant |
| Your janitorial | Landlord | Tenant | Tenant | Tenant |
| HVAC servicing | Landlord | Varies | Tenant | Tenant |
| HVAC replacement | Landlord | Landlord | Negotiable | Tenant |
| Roof & structure | Landlord | Landlord | Landlord | Tenant |
| Parking, landscape, snow | Landlord | Varies | Tenant | Tenant |
Modified gross is the dangerous one. There is no standard definition. Two modified gross leases in the same building can allocate costs completely differently. Read the actual expense language; never assume.
In a triple net lease, ask specifically about HVAC replacement and capital repairs. A rooftop unit is a $12,000–$25,000 event. On a three-year term, being responsible for replacing one can erase every dollar you negotiated off the rent.
Part 04
Rentable vs. usable square feet
You pay rent on more square footage than you can put furniture in. This is normal and legitimate — but it needs to be in your math.
2,400 SF
The dashed area is your pro-rata share of lobbies, corridors, restrooms, and mechanical rooms — the common areas.
Usable 2,400 SF
Load factor 15%
Rentable 2,760 SF
Rent is billed on 2,760, not 2,400.
At $18.00/SF that is $540/mo
for square footage you cannot
occupy.
Load factors typically run 10–18% in multi-tenant office and enclosed retail, and near zero in freestanding buildings and most industrial. Always ask for both numbers, and ask how the building measures — BOMA standards differ from one another, and a re-measurement mid-term can quietly raise your rent.
Part 05
The buildout and the TI allowance
TI stands for tenant improvements — the work that turns a shell into your business. Who funds it, and how much, is usually the largest single dollar item in the negotiation.
What condition are you getting the space in?
How the buildout gets paid for
TI allowance
Landlord contributes a set dollar figure, usually stated as $/SF. You manage the work and get reimbursed against invoices, often only after you open and start paying rent.
AskIs it paid on completion or progress-billed? Unspent allowance — can it convert to free rent?
Turnkey buildout
Landlord builds to an agreed plan at its own cost and hands you keys. Simplest for you, but you lose control over finishes and schedule.
AskIs the approved plan and finish schedule attached as a lease exhibit? If it isn't drawn, it isn't promised.
Amortized TI
Landlord funds more than the base allowance and you repay it inside the rent, with interest, across the term. Preserves your cash, raises your monthly.
AskWhat interest rate, over how many months, and what is the payoff if you leave early?
As-is, with free rent
No allowance. Instead you get abated months and do the work yourself. Common on second-generation space and with smaller landlords.
AskDoes abatement cover NNN as well as base rent? That gap is often thousands.
TI is where landlords have the most room to move, because they are spending capital on their own building and they get the improvements back at the end of the term. A landlord who won't drop the rent will often fund the buildout. Trade term for TI: a longer commitment is what justifies the spend.
Part 06
The Letter of Intent
A one-page, non-binding summary of business terms that both sides sign before attorneys draft the lease. It is the handshake before the paperwork — and the cheapest place to negotiate.
| Term | Why it has to be there |
|---|---|
| Premises & square footage | Rentable and usable, stated separately. Everything is priced off this number. |
| Base rent | A specific rate with the escalation schedule. Without a number, there is nothing to counter. |
| Lease structure | NNN, modified gross, or full service — plus the current NNN estimate per SF. |
| Term & commencement | Length, start date, and what triggers the start: delivery, permit, or opening. |
| Renewal options | How many, how long, and at what rate — fixed, market, or a stated formula. |
| TI allowance | A dollar figure or $/SF, plus delivery condition. A wish list is not an ask. |
| Free rent | How many months, and whether NNN is abated too. |
| Permitted use | Written broadly enough that you can change your model without a lease amendment. |
| Security deposit | Amount, and whether it burns down over time with good payment history. |
| Guaranty | Whether a personal guaranty is required, and for how long. |
| Contingencies | Zoning confirmation, permit approval, expense history review, financing. |
| Expiration & signatures | An offer with no deadline is a document nobody has to answer. |
Non-binding matters. Signing an LOI does not commit you to the space. It commits both sides to negotiating from one shared set of numbers — which is the only way a deal moves forward instead of circling.
Part 07
The clauses that protect you
Rent is what you negotiate. These are what you live with. Each of these has cost your predecessors real money when it was written the landlord's way.
- Personal guarantyYour liability
- You personally guarantee the lease, so the entity shield doesn't protect your house. Landlords ask for it from almost every small business. NegotiateA burn-down (guaranty shrinks each year of on-time payment) or a good guy clause (liability ends when you surrender the space clean, with notice).
- Renewal optionYour future
- The right, not the obligation, to extend. If you fund a buildout on a short term without one, you have handed the landlord all the leverage at renewal — they know moving costs you more than paying. NegotiateRate defined as a formula or a cap, not “then-prevailing market rate” alone.
- Exclusive useRetail protection
- Landlord agrees not to lease other space in the center to a direct competitor. Worth real money in a multi-tenant retail property.
- Co-tenancyRetail protection
- Rent reduction or exit right if the anchor tenant or a stated occupancy percentage goes away. You signed up for the center's traffic, not just the box.
- Assignment & subleaseYour exit
- Whether you can transfer the lease when you sell the business or need to leave. Most leases require landlord consent. Negotiate“Consent not to be unreasonably withheld, conditioned, or delayed,” and a carve-out for transfer to an affiliate or a buyer of the business.
- HoldoverThe overrun penalty
- What you owe if you stay past expiration — frequently 150–200% of rent, sometimes with consequential damages. Buildout delays make holdover far more common than tenants expect.
- Relocation clauseThe rug-pull
- Landlord's right to move you to comparable space in the building. Standard in multi-tenant office. NegotiateLandlord pays all moving, buildout, signage, and reprinting costs — and cap how far and how often.
- CAM capsCost control
- A ceiling on how fast controllable operating expenses can rise — often 5% per year, cumulative. Taxes and insurance are usually excluded from the cap, and that's normal.
- SNDALender protection
- Subordination, Non-Disturbance and Attornment. It means that if the landlord's lender forecloses, your lease survives and you stay. Without one, a foreclosure can terminate you.
- Estoppel certificateRoutine paperwork
- A signed statement confirming your lease terms and that nobody is in default, required when the building is sold or refinanced. Expect to sign these; just read them.
- Delivery & commencementThe clock
- What starts your rent. Tie commencement to the later of landlord's delivery in agreed condition and your permit issuance — never to lease execution. NegotiateAn outside date: if landlord hasn't delivered by then, you get day-for-day free rent, then a termination right.
- RestorationThe end of term
- Whether you must remove your improvements and restore the space at the end. A full restoration obligation on a heavy buildout can be a five-figure surprise on your way out the door.
Part 08
Eight red flags in a lease draft
None of these are deal-killers. All of them are negotiable, and all of them cost money if they go unnoticed.
Part 09
Buying instead of leasing
If a business is stable, staying put, and the space fits, buying the building changes what the monthly payment is doing: building your balance sheet instead of someone else's.
| Leasing | Buying | |
|---|---|---|
| Cash up front | Deposit, first month, and your share of buildout | Down payment, closing costs, due diligence, reserves |
| Monthly payment | Rises with escalations and NNN reconciliations, forever | Fixed for the loan period; taxes and insurance still move |
| What it builds | Occupancy. Nothing retained at the end. | Equity, plus any appreciation in the property |
| Control | Landlord consent for changes; renewal is negotiable | Full control of the space, signage, and improvements |
| Tax treatment | Rent is generally a deductible business expense | Interest, depreciation, and operating costs — ask your CPA |
| Flexibility | Exit at end of term; sublease if you need out sooner | Sell or lease it out — slower, but you keep the asset |
| Repair risk | Depends on structure; roof and structure often landlord's | All of it is yours, budget for capital reserves |
| Best when | Growing fast, testing a market, or unsure of footprint | Stable operation, right size for 5–10 years, cash available |
The numbers a buyer has to know
- NOINet operating income
- Gross income minus operating expenses, before debt service and before income tax. It is the property's earning power, independent of how you financed it.
- Cap rateNOI ÷ price
- The unleveraged annual return. A property with $84,000 NOI priced at $1,050,000 trades at an 8.0% cap. Lower cap rate means higher price for the same income — and usually lower perceived risk.
- Debt service coverageDSCR
- NOI divided by annual loan payments. Most commercial lenders want 1.20–1.35 or better. For an owner-user purchase, lenders look at your business's cash flow instead.
- Price per square footThe comparison metric
- Purchase price divided by building square feet. The fastest way to sanity-check a price against recent sales of similar buildings.
- Owner-user vs. investmentTwo different buys
- An owner-user buys a building to operate their own business in it — and typically qualifies for far better financing. An investor buys it for the income stream from tenants. Many owners do both: buy the building, occupy part, lease the rest.
Due diligence before you close
Phase I ESA
Records-based screen for contamination history. Nearly always required by the lender. A Phase II follows only if the Phase I flags something.
Title & survey
Easements, access rights, encroachments, and recorded restrictions that can limit what you build or how you use the site.
Zoning & use
Confirm your specific use is permitted by right, not by variance. Check parking minimums — they kill more deals than zoning does.
Property condition report
Roof, structure, mechanicals, and paving with remaining-life estimates, so you can price the capital you'll need in years one through five.
Leases & estoppels
If tenants come with the building, read every lease and get signed estoppels confirming the terms and that no one is in default.
Operating history
Three years of actual income and expenses, tax bills, insurance, and utility records — not the seller's pro forma.
Part 10
How to finance a purchase
The financing path changes the down payment dramatically. For a business buying its own building, the SBA programs are usually the difference between possible and not.
Bank commercial mortgage
20–35%Typical down payment
- Amortized over 20–25 years
- Term often 5–10 years with a balloon — you refinance at the end
- Fastest to close, fewest requirements
- Works for investment property as well as owner-user
SBA 504
~10%Typical down payment
- Structured roughly 50% bank / 40% CDC / 10% borrower
- Long fixed-rate term on the CDC portion
- Requires you to occupy at least 51% of an existing building
- Higher down payment for special-use property or a new business
SBA 7(a)
~10%Typical down payment
- Can roll real estate, equipment, and working capital into one loan
- Up to 25-year amortization when real estate is the main use
- Usually variable rate
- Same owner-occupancy requirement applies
Many owners buy the building in a separate holding entity and lease it back to the operating business at market rent. It separates the asset from business liability and can create a clean retirement asset. Structure this with your CPA and attorney before you make an offer — it is much harder to unwind afterward.
Working with me
You don't have to learn all of this. You have to have someone who already has.
Every item in this guide is a place where a deal either costs you money or saves it. My job is to run that list on your behalf — so you can focus on the business that's going in the space.
In most commercial lease transactions, the landlord pays the commission — including the side that represents the tenant. Having your own representation usually costs you nothing directly. Confirm it deal by deal; I will tell you straight if a particular one is different.
Educational information only. This guide is not legal, tax, or accounting advice, and lease and financing terms vary by property, lender, and market. Have your attorney review any lease or purchase contract and your CPA review the tax treatment before you sign. Dollar figures shown are illustrative examples used to demonstrate how the math works, not quotes or market rates. Each RE/MAX office is independently owned and operated.