[DAMARISCOTTA LEASE]
SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT made on the 16 day of March, 1998, by and between
KEYBANK NATIONAL ASSOCIATION, successor in interest to CASCO NORTHERN BANK, N.A.
("Lessor"), and CAMDEN NATIONAL BANK ("Lessee").
W I T N E S S E T H:
WHEREAS, Lessor and Jordan Bay Investment Corporation, a Maine
corporation ("Master Lessor") have entered into that certain Indenture of lease
dated September 20, 1989 with respect to the Leased Premises (defined below)
(the "Master Lease"); and
WHEREAS, pursuant to the terms of that certain Branch Purchase and
Assumption Agreement dated as of October 14, 1997, Lessor has agreed to sublease
the Leased Premises to Lessee.
NOW, THEREFORE, in consideration, of the Leased Premises and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the partiess hereto agree as follows:
1. Leased Premises. The Lessor hereby leases unto the Lessee, and the
Lessee hereby hires and takes from the Lessor, the following described premises
located in the Coastal Plaza in Damariscotta, Maine: a building containing a
floor area of approximately twenty-six hundred (2600) square feet situated in
the southwesterly corner of Coastal Plaza all as more particularly shown as the
shaded area on the plan attached to the Master Lease and marked "Exhibit A"
(hereafter "Leased Premises").
2. The Shopping Center. The words "the Coastal Plaza" or "Shopping
Center" and all references thereto shall be deemed to mean the area situated on
the northerly side of Route US 1 (Business) in Damariscotta, Maine, as shown
outlined by a dark black line on the plan attached to the Master Lease and
marked "Exhibit A" which includes the Leased Premises.
3. Term. TO HAVE AND TO HOLD the Leased Premises unto the Lessee and
its successors and assigns for a term commencing on March 16, 1998 (the
"Commencement Date") and ending May 3, 2010 (the "Lease Term"), subject to the
terms and conditions hereinafter in this Lease contained.
The Lessor and the Lessee agree that promptly after the commencement of
the term hereof, they will enter into a Memorandum of Lease in accordance with
title 33, M.R.S.A. Section 201, which shall be acknowledged and in form for
recording, setting forth the facts required by that Statute.
4. Rent. YIELDING AND PAYING rent therefor at such place or places as
the Lessor may by notice in writing to the Lessee from time to time direct, as
follows:
(a) Commencing on the Commencement Date and ending May 4, 2000
(the "Initial Term"), annual rent of Forty-one thousand and 00/100
Dollars ($41,000.00) ("Initial Term Rent") payable monthly in advance,
in equal installments beginning on April 1, 1998 and on the first day
of each calendar month thereafter; provided, however, that Lessee shall
pay prorated rent on a per diem basis for any fractional part of a
month at the commencement or termination of this lease or in any month
in which an Adjustment Period (defined below) begins or ends.
(b) Upon each of May 5, 2000 and May 5, 2005 and any renewal
term of this Lease (each being and "Adjustment Period") the Lessor
shall be entitled to have the annual rental payments for the ensuing
years of each adjustment period reflect any increase in the cost of
living which occurred during the period (whether initial or adjustment)
then ending. The Lessor shall compute any such increase by using as a
basis for the computation the "Consumer Price Index-All Cities (1967
equal to 100)", hereinafter referred to as the "Index", published by
the Bureau of Labor Statistics of the United States Department of
Labor. More specifically, the computation shall be made as follows:
(i) The Index Number in the column for Boston,
entitled "All Items" for the month in which the
first payment of rent for the Initial Term of this
Lease shall be the Base Index Number (BIN) and the
corresponding Index Number for the month prior to
the last month of the period (whether initial or
adjustment) then ending shall be the Current Index
Number (CIN).
(ii) The increase in the cost of living, if any, shall be
determined by dividing the Current Index Number by
the Base Index Number, as determined by Subparagraph
(i) above, and subtracting the integer one from the
quotient, in accordance with the following formula:
Increase in cost of living = CIN over BIN minus one.
The adjustment to the annual rental payments shall be
determined by multiplying the percentage increase in
the cost of living as determined above by the Initial
Term Rent. The adjustment figure for the first
Adjustment Period shall be added to Initial Term
Rent. The adjustment figure for the first Adjustment
Period shall be added to Initial Term Rent yielding
the new annual rent. The new annual rent so computed
shall be payable to Lessee to Lessor in monthly
installments in advance on the first day of each
month of the first adjustment period of this Lease.
(iii) The adjustment for the second Adjustment Period of
this Lease shall be computed as indicated in
Subparagraphs (i) and (ii) above except that the CIN
shall be changed to the last month of the first
Adjustment Period. The adjustment to the rental
payments shall be determined by multiplying the
percentage increase, if any, in the cost of living as
so determined by an amount equal to the Initial Term
Rent, and the rental as so added to and adjusted
shall be payable in the manner as provided in
Subparagraph (ii) above.
(iv) If the publication of the Consumer Price Index is
discontinued, the parties hereto shall accept
comparable statistics on the cost of living for the
City of Boston as computed and published by an agency
of the United States, if any, or otherwise by a
responsible financial periodical of recognized
authority to be selected by the parties.
(c) On the last rent day, Lessee shall pay rent at the last
computed monthly rent for the portion of the last calendar month included in the
term hereof.
5. AS-IS/WHERE-IS. Tenant acknowledges that Tenant hereby accepts the
Leased Premises in its present condition, AS-IS, without any warranties or
representations. Tenant acknowledges and agrees that neither Landlord, nor any
officer, employee, or agent of Landlord has made any representation, verbal or
otherwise, concerning the condition of the Leased Premises on which Tenant has
relied in the decision to execute the Lease.
6. Parking Areas and Other Common Facilities. The Lessee shall have the
right, as an appurtenance to the Leased Premises, to use the parking areas,
roadways, walkways and other common facilities within the Shopping Center in
common with others entitled to the use thereof and otherwise in accordance with
and subject to the provisions of this Lease and such reasonable regulations with
respect to their use as the Master Lessor shall from time to time establish. The
Master Lessor may also from time to time make reasonable changes in any common
facility in the Shopping Center. Automobiles and other vehicles used by the
Lessee and its employees shall be parked only in areas located in the Leased
Premises and not in the remainder of the Shopping Center. The Lessee also agrees
not to cause any obstruction or other interference with any roadway, walkway or
other common facility appurtenant to the Leased Premises which any person or
persons other than the Lessee or those claiming under it may be entitled to use.
The Lessee also agrees to use its best efforts to prohibit truck and delivery
vehicles in the parking areas within the Shopping Center; all loading and
unloading of merchandise, supplies, fixtures, equipment and furniture shall be
done at and through the proper service entrance or entrances.
7. Construction and Maintenance of Parking Areas and Additional Rent .
The Lessor further agrees to use reasonable efforts to cause Master Lessor,
during the term hereof, to pay the real estate taxes and other assessments,
provide comprehensive public liability and fire and extended coverage insurance
and operate, manage and maintain all parking areas, roadways, walkways and other
common facilities within the Shopping Center, and to maintain the landscaping,
drainage and lighting facilities therefor, all in such manner and at such cost
as the Master Lessor in its reasonable judgement shall determine, it being
expressly understood and agreed that neither Master Lessor nor Lessor shall be
liable for any inconvenience, discomfort, deprivations, interruption of business
or other consequence resulting from or due to the making of repairs,
replacements, improvements, alterations, or additions or the doing of any other
work by or at the direction of the Master Lessor, to or upon any of such common
facilities, strikes or other labor difficulties, difficulty in obtaining
electricity or any other service or supplies from the Master Lessor's usual
source of supply, inability to obtain labor or materials, or any cause beyond
the Master Lessor's or Lessor's reasonable control. The Lessee agrees to pay the
Lessor upon being billed therefor, but no more often than once each calendar
month, as ADDITIONAL RENT (which additional rent may be estimated by the Master
Lessor, subject to adjustment in future xxxxxxxx to the Lessor), the Lessee's
share of such cost described in the immediately preceding sentence during each
year of the term of this Lease, including without limiting the foregoing
generality, the cost of such insurance, taxes and assessments, the cost of snow
removal, policing, lighting, cleaning, and line painting and of repairing,
renovating, replacing and improving any of such common facilities, landscaping,
drainage or lighting facilities, and also the Lessee's share of the cost of
lighting and maintaining such signs and advertising devices as the Master Lessor
may erect calling attention to the Shopping Center, excepting such signs that
are not within the Shopping center or adjacent thereto. Notwithstanding the
foregoing, with respect to real estate taxes and assessments by any agency
authorized to make assessments relating to the building located on the Leased
Premises, the Lessee shall bear the entire cost of same as a portion of the
Additional Rent and the next succeeding sentence shall not apply to same. The
Lessee's share of costs, excluding such real estate taxes and such assessments,
shall be one and one-half times the proportion that the total floor area of the
building to be constructed on the Leased Premises bears to the total floor area
in all leased or occupied buildings or portions of buildings within the Shopping
Center, including the building to be constructed as of the date of the billing.
If the Master Lessor may, in its sole judgement, charge for all or a portion of
such special costs on such reasonable basis as the Mater Lessor shall determine.
Lessee shall pay Lessor for any such special costs not paid directly to Master
Lessor by Lessee.
In the event that at any time subsequent to the date when the Master
Lessor named herein shall cease to be the Master Lessor, the Master Lessor
should fail to seek an abatement of the real estate taxes affecting the Leased
Premises for thirty (30) days after request by the Lessee at any time, the
Lessee may do so in the name of the Master Lessor but at the sole cost and
expense of the Lessee, and all reasonable legal fees and expenses incurred by
the Lessee therein shall be recouped out of the first proceeds of any such
abatement procured, and such real estate taxes shall be adjusted as a result of
such abatement procured. In no event shall Lessor be obligated to expend any sum
of money or incur any obligations in connection with such abatement. In the
event of such contest, the Lessee shall, however, furnish reasonable security,
if required by the Master Lessor, to insure the payment of such taxes and
prevent any sale, foreclosure or forfeiture of all or any part of the Shopping
Center by reason of such contest. The Lessee further agrees that such contest
shall be prosecuted to a final conclusion diligently, that it will pay and
exonerate and indemnify the Lessor against any and all claims, suits,
obligations, liabilities and damages in connection therewith, and that it will,
promptly after the final determination of such contest, fully pay and discharge
to the Master Lessor its share, as determined by this Sublease of all amounts
determined to be payable therein, together with all penalties, defines,
interest, costs and expenses resulting from such contest. The right of the
Lessee so to seek an abatement pursuant to the provisions of this Paragraph
shall not apply during any period when an institutional mortgagee, either in
possession of the Leased Premises or Shopping Center or both, shall have become
the Lessor hereunder or the Master Lessor under the Master Lease pursuant to
foreclosure or acceptance of a deed in lieu of foreclosure.
8. Real Estate Taxes, Etc. The Lessee agrees to reimburse Lessor or
Master Lessor for all real estate taxes and assessments of every kind and
description which may be levied or assessed against the building and other
improvements construction on the Leased Premises.
9. Utilities. The Lessee shall pay for all electricity, gas, water,
heat, sewer and other utility services used on the Leased Premises, and at its
own expense shall heat the water to meet its hot water requirements. If the
Master Lessor shall elect at any time to supply any one or more of said services
to the Leased Premises, then the Lessee, upon not less than forty-five (45)
days' written notice from the Lessor, shall accept and use such of said services
as are tendered by the Master Lessor and pay therefor at the rates which would
be charged if the same were purchased by the Lessee from the municipality or
other service corporation which would otherwise supply such service or services.
The charges for such of said services are to be furnished by the Master Lessor
shall be ADDITIONAL RENT due on the first day of the calendar month following
the billing thereof to the Lessee, and the Lessor shall have the same remedies
for non-payment of said ADDITIONAL RENT as the Lessor shall have for the
non-payment of other rent; and in addition to said remedies, the Lessor, upon
not less than three (3) days' notice to the Lessee, may discontinue furnishing
such of said services as are not paid for, and no such discontinuance shall be
deemed an eviction or render the Lessor or Master Lessor liable for damages or
relieve the Lessee from its obligations under this Lease. If the Master Lessor
should elect as aforesaid to furnish all or any of said services, then the
Lessor shall not be liable to the Lessee in damages or otherwise should the
furnishing of any one or more thereof be interrupted or terminated because of
accident, the making of repairs, replacements, improvements, alterations or
additions, strikes or other labor difficulties, difficulty in obtaining fuel,
electricity or any other supplies or service from the Master Lessor's usual
source of supply, or any cause beyond the Master Lessor's or Lessor's reasonable
control. Upon not less than forty-five (45) days' written notice to the Lessee
from the Master Lessor or Lessor, the Master Lessor may cease to furnish all or
any of said services without any responsibility to the Lessee except to connect
the service facilities with such other nearby source of supply as may be
available for the service or services so discontinued.
10. Lessee's Liability Insurance. The Lessee shall procure and maintain
during the Lease Term, at its own expense, comprehensive public liability
insurance, which may be under a blanket policy, in responsible insurance
compoies qualified to do business in Maine and in good standing therein,
insuring the Lessor as well as the Lessee against all claims for injuries to
person or for death occurring in or about the Leased Premises, in the amount of
at least Three Million and 00/100 ($3,000,000.00) Dollars in the event of injury
to or death and against all claims for damages to or loss of property occurring
in or about the Leased Premises in the amount of at lease Five Hundred Thousand
and 00/100 ($500,000.00) Dollars. This insurance shall be in addition to any
similar insurance the Master Lessor or Lessor may provide. The Lessee shall
promptly furnish to the Lessor, upon obtaining such insurance, the policy of
insurance or a certificate thereof, and at least twenty (20) days, before the
expiration of any such policy or certificate shall furnish to the Lessor a new
policy or certificate in lieu thereof, including an endorsement to the effect
that such insurance shall not be cancelled except after ten (10) days' notice in
writing to the Lessor. The Lessee shall also maintain and keep in force plate
glass insurance on all plate glass on the Leased Premises. The Lessee shall also
maintain in full force during the Lease Term, on all of its fixtures and
equipment, a policy or policies of fire insurnace with standard extended
coverage in an amount not less than eighty (80%) percent of their sound
insurable value, the proceeds of which will, as long as this Lease is in effect,
be used for the repair or replacement of the fixtures and equipment so insured.
11. Increase in Insurance Rates. The Lessee shall not carry on any
activity in or about the Leased Premises which will in any way tend to increase
the insurance rates on the Leased Premises or impair or invalidate any insurance
thereon. If, because of anything, done on the Lease Premises, whether it be the
conduct of the business permitted by this Lease or otherwise, the premiums for
insurance on the Leased Premises required by this Lease are increase over those
which would prevail if the Leased Premises were used for a supermarket carrying
the lowest insurance rates according to the local fire insurance rating
organization or other body exercising similar functions, then the Lessee agrees
upon demand to pay the Lessor an amount equal to such increase as additional
rent.
12. Use of Premises. The Lessee agrees to use the Leased Premises for
the conduct of a bank, subject to restrictions under other provisions of this
Lease, and not to use them for any other purpose.
13. Signs, Etc. on Outside of Premises. The Lessee shall not
install any sign, placard, lettering or advertising media, or any shade,
awning, aerial, flagpole or the like, that is visible from the outside of the
Leased Premises, or any exterior lighting or plumbing fixtures, or any
exterior decorations or painting, or build any fences outside of the Leased
Premises, or make any changes in the front of the Leased Premises, without
first obtaining in each case the written consent of the Master Lessor. The
Lessee also agrees not to use any advertising media in the Shopping Center that
may be objectionable to the Master Lessor, such as loud speakers,
phonographs or radio broadcasts that may be heard outside of the Leased
Premises. The Lessee shall keep the Leased Premises and the
sidewalks, if any, adjacent thereto clean and free from rubbish and dirt at all
times, and shall store all trash and garbage within the Leased Premises and
arrange for the regular pick-up of such trash and garbage at Lessee's expense.
14. Property Attached to Floors, Etc. Subject to the next following
sentence, all alterations, additions, improvements and fixtures, other than
trade fixtures, which may be made or installed by either the Master Lessor,
Lessor or the Lessee in or upon the Leased Premises and which in any manner are
attached to the floors, walls or ceilings shall be the property of the
Master Lessor and at the expiration or earlier termination of this Lease shall
remain upon and be surrendered with the Leased Premises as part thereof,
without disturbance, molestation or injury; provided, that, if prior to such
expiration or termination or within thirty (30) days thereafter the Lessor
and Master Lessor so directs by written notice to the Lessee, then the Lessee
shall promptly remove any of said additions, improvements and fixtures which
were installed by the Lessee and are designated in said notice and repair any
damage occasioned by such removal. All trade fixtures and equipment installed
by the Lessee may be removed by the Lessee any time during or prior to the
expiration of the Lease Term provided that the Lessee leaves the Leased
Premises in the condition called for by Paragraph 15(d) and repairs any
damages caused by such removal. Any floor covering of similar character
which may be cemented or otherwise adhesively affixed to any floor in the
Leased Premises shall be and become the Master Lessor's property absolutely.
With respect to any vault and vault door that may be installed in the building
to be constructed on the Leased Premises, Lessee shall have the option of
removing same in their entirety not later than the date upon which the term of
his Lease, or any renewal term thereof, ends, repairing the building and all
effects of such removal in order that the space formerly occupied by the vault
shall be in good, rentable condition or, in the alternative, Lessee may leave
said vault and door at the end of its said occupancy.
15. Covenants by Lessee. The Lessee also covenants and
agrees with the Lessor (in each case at the Lessee's own expense, except
as otherwise expressly stated):
(a) To pay when due all rent, however designated,
including additional rent, as herein provided.
(b) To keep the building and other improvements on
the Leased Premises, including, without limitation, all structural parts
of the building on the Leased Premises - i.e., the bearing walls, beams,
roof, and the like - wall surfaces, ceilings, and floor, window and plate
glass, all exterior doors, the heating, ventilating, air conditioning,
electric, lighting, plumbing, sewer, drainage and sprinkler systems therein,
and all fixtures and equipment therein and all signs and other property of
the Lessee installed on the outside of the Leased Premises,
in good repair, order and condition, all repairs to be of the same quality,
design and class as the original work.
(c) To keep exterior doors and all glass in the
Leased Premises, including that in windows, doors and skylights, whole and
in good condition and to replace any glass which may be damaged or broken with
glass of the same quality.
(d) At the expiration or termination of this Lease to
remove the Lessee's goods and effects and peaceably to yield up the building
and other improvements on the Leased Premises in good order,
repair and condition, and to repair any injury done to the Leased
Premises by the installation or removal of the Lessee's furniture
or fixtures excepting only reasonable wear and tear and fire or casualty
covered by the Lessor's or Master Lessor's insurance.
(e) Not to injure, overload or deface the Lease Premises
nor permit any waste, damage or injury to be done thereto, nor use the
plumbing or any other facilities in the Leased Premises for any other
purpose than that for which they were constructed.
(f) To comply with all laws, ordinances and bylaws,
and with all rules, orders and requirements and recommendations of all
governmental authorities, and with all rules, directions, requirement and
recommendations of the local board of fire underwriters and the fire insurance
rating organization having jurisdiction over the area in which the Lease
Premises are situated, or other bodies or agencies now or hereafter
exercising similar functions in said area, in any way pertaining to
the Leased Premises or the use, condition, cleanliness or occupancy
thereof, and whether directed to the Master Lessor, Lessor, the Lessee,
or anyone claiming under the Lessee; provided, however, that, the Lessee
may defer such compliance during such time as it shall contest in good faith by
appropriated legal proceedings the validity or applicability of any such laws,
ordinances or bylaws, or any such rules, orders, or requirements of governmental
authorities, if such deferment shall not constitute a crime or misdemeanor on
the part of the Lessor or subject it to any fine or penalty.
(g) Not to make any structural alterations or
additions in or to the building on the Leased Premises, nor permit
or suffer any such structural alterations or additions to be made,
without on each occasion first obtaining the consent in writing of the
Lessor, which consent shall not be unreasonably withheld, and the consent in
writing of the Master Lessor.
(h) To pay promptly when due the entire cost of any
work done on the Leased Premises or any portion thereof by or at the
direction of the Lessee, to the end that the Leased Premises shall at all
times be free of liens for labor and materials; to procure all necessary
permits and licenses before such work is done; to do all such work or
cause it to be done in a good and a workmanlike manner, employing
materials of good quality and complying with all laws, ordinances and bylaws and
all rules, orders and requirements of all governmental authorities applicable
thereto, as, well as all rules, directions, requirements and recommendations of
said local board of fire underwriters and fire insurance rating organization or
bodies of similar function; and to save the Lessor harmless and indemnified from
all loss or expense occasioned by or growing out of such work, whether arising
form claims for injury to any person (including death), loss of or damage to
property or otherwise; not to permit, create, incur or impose, or cause or
suffer others to permit, create, incur or impose any lien or obligation against
the Leased Premises or Lessor by reason of any alteration, improvement or
decoration, and the Lessee agrees to hold the Lessor harmless and indemnified
against any and all claims and demands by any contractor, sub-contractor,
materialman, laborers or any other third person against the Leased Premises or
the Lessor relating to or arising out of any such alteration, improvement or
decoration.
(i) That if excavations or other work for building or other
purposes upon land adjacent to the Leased Premises shall be contemplated or
done, to afford the Master Lessor, Lessor and/or their designees license to
enter the Leased Premises for the purpose of doing the work necessary to protect
or preserve from injury the walls and structures of the Leased Premises and to
support the same by proper foundations, pinning or underpinning, provided that
the foregoing shall not be unreasonably interfere with the conduct of the
Lessee's business.
(j) To save the Lessor harmless and indemnified from all claims
for injury to any person (including death) or for loss of or damage to any
property, while on the Leased Premises or, if occasioned by any neglect, default
or misconduct of the Lessee, at any place.
(k) That all merchandise, furniture, fixtures and property
of every kind from time to time in, on or about the Leased Premises,
or any approaches, streets, sidewalks, or ways (public or private)
adjacent thereto, shall be at the sole risk of the Lessee, and that neither the
Lessee nor anyone claiming under the Lessee will make any claim against the
Master Lessor or Lessor (except for claims arising out of the Master Lessor's or
Lessor's willful default or negligence; provided, however, that, any claims
against the Master Lessor or Lessor for negligence may be made only after the
Master Lessor or Lessor shall have been given written notice of a condition
which the Lessee claims is one of which the Master Lessor or Lessor is
responsible, and the Master Lessor or Lessor shall have failed to correct the
same after a reasonable time has elapsed following the giving of such notice;
and provided further, however, that if any insurance carried by the Lessee shall
cover such loss in whole or in part, then to the extent of such insurance
coverage, then neither Master Lessor nor Lessor shall have any responsibility,
notwithstanding any such negligence) for any injury to any person (including
death at any time resulting therefrom), or loss of or damage to property,
occurring in, on or about the Leased Premises, or the approaches, streets,
sidewalks or ways (public or private) adjacent thereto, including without hereby
limiting the foregoing generality, (i) any injury, loss or damage due to steam,
gas, electricity, water, rain, snow or ice which may escape, leak or flow from,
into or within any part of the Leased Premises, or from the pipes, wires,
appliances or plumbing thereof, or from any other building or place, or (ii) any
injury, loss or damage due to the neglect, default or misconduct of any tenant
or occupant of the Shopping Center or due to any latent defect in the Leased
Premises or any building or structure in the Shopping Center or due to the
neglect, default or misconduct of the owner or occupant of adjoining or
contiguous property, or (iii) any inconvenience, discomfort, deprivation,
interruption of business or other consequence resulting from or due to any
injury, loss or damage as aforesaid or the making of repairs, replacements,
improvements, alterations or additions, or the doing of any work by or at the
direction of the Master Lessor, as permitted under this Lease, to or upon the
Leased Premises or any part thereof or any of the Master Lessor's fixtures
therein or any of the appurtenances thereto.
(l) That the Master Lessor shall have the right to
run pipes, ducts, wires and other conduits through, or to or from, the
Leased Premises, provided they do not unreasonably interfere with the
conduct of the Lessee's business; and the Master Lessor shall at its own expense
restore the property substantially to its original condition.
(m) To permit the Master Lessor or Lessor and its
agents at reasonable times to show the Leased Premises to prospective
purchasers (or Lessees in the case of Lessor) and during the last two(2) years
of the Lease Term to show them to prospective lessees.
(n) To conform to all reasonable rules which the
Master Lessor may make from time to time in the management and use of the
Shopping Center.
16. Damage or Destruction. If (i) the Leased Premises shall be damaged
or destroyed by fire or any other peril against which insurance
is then customarily carried with respect to premises similar
in construction, general location, use and occupancy to the
Leased Premises, and (ii) unless this Lease be terminated as
hereinafter provided, then (x) the Lessee shall immediately
give notice of such damage or destruction to the Lessor and
Master Lessor and (y) the Lessor shall use reasonable efforts
to cause Master Lessor, at the Master Lessor's expense, to
repair or rebuild the same so as to restore the Leased
Premises as nearly as may be reasonable to their condition
immediately prior to such damage or destruction; provided,
always, that the Master Lessor's obligation so to repair or
rebuild shall in no event exceed the scope of the work
required to be done by the Master Lessor in the original
construction of the Leased Premises nor require it to expend
more than the net amount recovered by the Master Lessor under
the insurance policies in force at the time of such damage or
destruction provided that the Leased Premises were then
insured against loss or damage by fire and such other perils
as were then customarily covered with respect to premises
similar in construction, general location, use and occupancy
to the Leased Premises, to the extent of at least eighty (80%)
percent of the insurable value of the Leased Premises if
reasonably obtainable from responsible insurance companies
licensed to do business in Maine. If the Leased Premises shall
be damaged or destroyed by any cause to the extent of fifty
(50%) percent or more of its then insurable value, then the
Master Lessor may elect by written notice given to the Lessee
from either Master Lessor or Lessor either to terminate this
Lease or to repair or rebuild as above provided, in which
latter event the Master Lessor's obligation shall in no event
exceed the scope of the work required to be done by the Master
Lessor in the original construction of the Leased Premises. In
the event that the Leased Premises shall be damaged or
destroyed by any peril against which insurance of the type
described in Paragraph 33 is not carried on the Leased
Premises by the Master Lessor and the estimated cost of
repairing or rebuilding the Leased Premises by an independent
engineer retained by the Master Lessor shall be in excess of
Two Hundred Fifty Thousand and 00/100 ($250,000.00) Dollars,
then the Master Lessor may elect by written notice given to
the Lessee either to terminate this Lease or to repair or
rebuild as above provided. No such termination shall be
effective if the Lessee shall elect in writing, within ten
(10) days after such event, to so repair or rebuild the Leased
Premises and to waive any abatement of rent provided herein.
In no event shall the Master Lessor be required to so repair
or rebuild any such damage or destruction which arises after
the expiration of the nineteenth (19th) year of the term of
the Master Lease from a peril which is insured against under
policies of insurance of the type required to be carried by
the Lessor hereunder. During any period that the Lessee cannot
fully occupy the Leased Premises for its business purposes, a
just proportion of the rent shall be abated.
17. Eminent Domain. Except for any award payable with respect to the
Lessee's fixtures and equipment and loss of business or
relocation allowance, the Lessee acknowledges that the Master
Lessor reserves and excepts under the Master Lease all rights
to damages to the Leased Premises and the leasehold hereby
created now accrued or hereafter accruing by reason of any
exercise of the right of eminent domain or condemnation or by
reason of anything lawfully done in pursuance of any public or
other authority; and by way of confirmation the Lessee grants
to the Master Lessor all the Lessee's rights to such damages
and covenants to execute and deliver such further instruments
of assignment thereof as the Master Lessor or Lessor, on
behalf of the Master Lessor, may from time to time request.
If, as a result of any taking by eminent domain or
condemnation the total floor area (non-selling mezzanines
excepted, however) in the Leased Premises shall be reduced to
less than eighty (80%) percent of the total floor area (except
as aforesaid) in the Leased Premises at the commencement of
the term hereof, then, at the election of the Lessee,
exercisable by written notice given to the Lessor and Master
Lessor within fourteen (14) days after such event this Lease
may be terminated as of the date when the Lessee is required
to vacate the Leased Premises or portion thereof so taken
(notwithstanding that the entire interest of the Master Lessor
and the Lessor, if any may have been divested by such taking).
If, as a result of any such taking or condemnation, the total
floor area (except as aforesaid) of the Leased Premises shall
be reduced to less than sixty (60%) percent of the total floor
area (except as aforesaid) in the Leased Premises as at the
commencement of the term hereof, then, at the election of the
Master Lessor or Lessor, on behalf of the Master Lessor,
exercisable by written notice given to the Lessee within
forty-five (45) days after such event, this Lease may be
terminated as of the date when the Lessee is required to
vacate the Leased Premises or portion thereof so taken
(notwithstanding that the entire interest of the Master Lessor
and Lessor, if any, may have been divested by such taking).
If, as a result of any such taking or condemnation, the total
parking areas and other common facilities shall be reduced to
less than sixty (60%) percent of the total parking areas and
other common facilities in the Shopping Center at the
commencement of the term hereof, or if, as a result of any
such taking or condemnation, the portion of the parking area
outlined in red on Exhibit A of the Master Lease shall be
reduced to less than sixty (60%) percent of such portion at
the commencement of the term hereof, then, in either such
event, at the election of the Lessee, exercisable by written
notice given to the Lessor and Master Lessor within fourteen
(14) days after such event, this Lease may be terminated as of
the date when the Lessee is required to cease to use such
parking areas and other common facilities or portion thereof
so taken (notwithstanding that the entire interest of the
Master Lessor and Lessor, if any, may have been divested by
such taking). And if, as a result of any taking by eminent
domain, neither party may terminate this Lease as above
provided or this Lease is not so terminated, the Lessor shall
use reasonable efforts to cause Master Lessor, at the Master
Lessor's expense and proceeding with all reasonable dispatch,
to do such work (within the scope of the work required to be
done by the Master Lessor in the original construction of the
Leased Premises) as may be required to put what may remain of
the Leased Premises in proper condition for the conduct of the
Lessee's business, and the Lessee, at the Lessee's expense and
proceeding with all reasonable dispatch, shall make such
alterations, repairs and replacements of the trade fixtures,
equipment, signs or other property installed by or belonging
to the Lessee as may be necessary to put said remainder in
proper condition for the Lessee's business, and from and after
the date on which the Lessee is required to vacate the portion
of the Leased Premises so taken, the rent shall be abated in
the proportion that the floor area (except as aforesaid) of
the portion so taken bears to the floor area (except as
aforesaid) of the Leased Premises.
18. Default Provisions. This Lease is also made upon the condition
that if the Lessee shall neglect or fail to perform or observe any of
the covenants herein contained on the Lessee's part to be
performed or observed, or if the estate hereby created shall
be taken on execution, attachment or by other process of law,
or if the Lessee shall make or offer to make, in or out of
bankruptcy, a composition of the Lessee's debts with the
Lessee's creditors or if Lessee shall fail to observe any
obligation of Lessor (other than the payment of rent under the
Master Lease) that Lessor holds to Master Lessor under the
terms and provisions of the Master Lease or if the Lessee
shall execute a trust mortgage or if the Lessee shall make an
assignment for the benefit of its creditors, or if the Lessee
shall commit any act which when done is an act of bankruptcy
laws (Federal, State or otherwise), then, and in any of the
said cases (notwithstanding any license of any former breach
of covenant or waiver of the benefit hereof or consent in a
former instance), the Lessor and the agents and servants of
the Lessor lawfully may, in addition to and not in derogation
of any remedies for preceding breach of covenant, immediately
or at any time thereafter and without demand or notice and
with or without process of law (forcibly if necessary) enter
into and upon the Leased Premises or any part thereof in the
name of the whole and repossess the same as of the Lessor's
former estate and expel the Lessee and those claiming through
or under the Lessee and remove the effects of both or either
(forcibly, if necessary) without being deemed guilty of any
manner of trespass and without prejudice to any remedies which
might otherwise be used for arrears of rent or preceding
breach of covenant, and upon entry as aforesaid, the Lessee's
estate shall end, the Lessee hereby waiving all statutory
rights; and the Lessee covenants with the Lessor that in case
of such termination, or of termination under statute by reason
of default on the part of the Lessee, the Lessee will pay to
the Lessor, in equal monthly installments in advance, sums
equal to the rent herein provided for, or if the Leased
Premises have been relet, sums equal to the excess of the rent
herein provided over the sums actually received by the Lessor,
such sums being payable all as liquidated damages for the
unexpired term hereof. And it is also agreed as a further
condition of this Lease that if any proceedings are instituted
in a court of competent jurisdiction for relief or composition
of the Lessee's debts under any bankruptcy law (including,
without limitation of the foregoing generality, adjudication
of the Lessee as a bankrupt), or for the dissolution or
liquidation of the Lessee, or for the appointment of a
receiver, trustee or other similar officer to take charge of a
substantial part of the Lessee's property or to wind up the
Lessee's affairs, then, unless said proceedings are dismissed,
and any receiver, trustee or other similar officer appointed
there discharged, within sixty (60) days after the institution
of such proceedings, the same shall be deemed to constitute a
breach of this Lease and thereupon, ipso facto and without
entry or other action by the Lessor, the Lessee's estate shall
cease and be terminated and the Lessor shall immediately
become entitled to recover of the Lessee, and the Lessee
agrees in such event to pay the Lessor as liquidated damages
for such breach, an amount equal to the amount of the rent
herein provided for the residue of the term hereof less the
fair rental value of the Leased Premises for the residue of
said term. For the purpose of the foregoing provisions of this
Paragraph, the expression "rent herein provided for" shall be
deemed to include all items of additional rent or other
charges or payments for which the Lessee is responsible under
any provision of this Lease.
19. Grace Period: Lessor's Right to Cure Defaults. Notwithstanding the
provisions of the foregoing Paragraph 18, the Lessor agrees
that it will not take any action to terminate this Lease for
default by the Lessee in the performance of any covenants
(other than a covenant to pay a sum of money) unless and until
the Lessor gives the Lessee written notice specifying the
alleged default, and the Lessee fails to cure such default
within (20) days thereafter. And it is agreed that if the
Lessee shall fail to perform or observe any of the Lessee's
covenants or agreements herein within the time above allowed,
or in the event of any such failure which (a) is or may be
injurious to the health and safety of persons in or about the
Leased Premises or (b) may create a further material
deterioration of any portion of the Leased Premises, then the
Lessor may, if it so elects, without prejudice to its other
remedies, immediately or at any time thereafter, and without
notice, enter upon the Leased Premises without termination of
this Lease and/or do any and all such acts as may be
necessary, proper or convenient to cure or correct such
default, and the Lessee agrees upon demand to pay to the
Lessor the damage and/or cost and expense, including
reasonable counsel fees, incurred by the Lessor in so doing,
together with interest thereon at the rate of ten (10%)
percent per annum to the date of payment.
20. Assignment, Subletting, Etc.. The Lessee agrees that neither it nor
anyone claiming under it will assign, mortgage or pledge this
Lease, license or grant concessions or underlet the whole of
any portion of the Leased Premises, or permit the occupation
thereof by any other person, without on each occasion first
obtaining the Lessor's and Master Lessor's consent in writing.
No permitted assignment or sublease by the Lessee, nor any
consent thereto, nor any indulgence or favor at any time
granted by the Lessor to anyone claiming under the Lessee, nor
any relief of any party claiming by, through or under the
Lessee by operation of law, nor the acceptance of rent from or
other dealing with anyone claiming under the Lessee, shall
relieve the Lessee of its obligations under this Lease, it
being agreed that the Lessee and all assignees hereof shall be
deemed to have waived all suretyship defenses.
21. Subordination of Lease. The Lessee agrees, from time to time as
requested in writing by the Lessor, to subordinate this Lease
to any mortgage of property including the Leased Premises
given to a bank, insurance company or other lending
institution, and to any renewal, modification, replacement or
extension of any such mortgage, provided that in the
instrument of subordination the mortgagee agrees for itself
and its successors and assigns that so long as the Lessee, and
its successors and assigns, shall perform and observe, within
any applicable period of grace, the terms, agreements,
covenants and conditions in this Lease contained on the part
of the Lessee to be performed and observed, neither the
mortgagee nor its successors or assigns will disturb the
peaceful and quiet possession of the Lessee and its successors
and assigns, but will permit the Lessee to exercise and enjoy
all the Lessee's rights, privileges and benefits under this
Lease and, at the election of the Lessee or its successors or
assigns, to attorn, and the Lessee, for itself and its
successors and assigns, hereby irrevocably appoints the
Lessor, and its successors and assigns, its and their attorney
or attorneys-in-fact to execute and deliver any such
instrument of subordination for and on behalf of the Lessee or
its successors or assigns. The Lessee also agrees for itself
and its successors and assigns that if this Lease is so
subordinated, no entry under any such mortgage or sale for the
purpose of foreclosing the same shall be regarded as an
eviction of the Lessee or its successors or assigns
constructive or otherwise, or give the Lessee or its
successors or assigns any right to terminate this Lease or
treat it as terminated, whether it or they attorn or become
tenant to the mortgagee or new owner, or not.
22. No Consent or Waiver. No consent or waiver expressed or implied
by the Lessor to or of any breach in the performance or
observance by the Lessee shall be construed as a consent or
waiver to or of any other breach in the performance or
observance by the Lessee of the same or any other covenant,
agreement, condition or duty. And no receipt or acceptance by
the Lessor of any rent payment with knowledge of any such
breach shall be deemed a waiver thereof (except when the
payment is in compliance with a demand of the Lessor), nor
shall any acceptance of rent in a lesser amount than is herein
provided for, regardless of any endorsement on any check or
any statement in any letter accompanying the payment of rent,
operate or be construed as an accord and satisfaction or in
any manner other than as payment on account of the earliest
rent then unpaid by the Lessee. Acceptance by the Lessor of a
check or checks drawn by others than the Lessee shall not
affect the Lessee's liability hereunder in any manner, nor
shall it be deemed an approval of any assignment of this Lease
by the Lessee.
23. Representation. The Lessor and its agents have made no
representations or promises except as in this Lease expressly set forth,
and the Lessee agrees that in entering into and taking this Lease, it relies
solely upon the representation and agreements contained herein and that there
are no other inducements to the making hereof. This Lease embodies the
entire contract of the parties hereto and shall not be altered, changed or
modified in any respect except in writing.
24. Notices. Any notice or other communication pursuant to this
lease which one party desires to give to the other shall be deemed to be
sufficiently and duly given if in writing and sent by
registered or certified mail, return receipt requested,
postage prepaid, or delivered by hand, and received. And until
further notice the Lessor designates KeyBank National
Association, 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000 as its
address for such purpose, and the Lessee designates Camden
National Bank, 0 Xxx Xxxxxx, Xxxxxx, Xxxxx 00000, Attention:
Xxxxxxx XxXxxx, as its address for such purpose; but the
foregoing shall not be deemed to preclude the giving of
written notice hereunder in any other manner, in which case
the notice shall be deemed to have been given when actually
received by the party for whom it is intended.
26. Quiet Enjoyment. The Lessor, for itself and its successors and
assigns, agrees to warrant and defend unto the Lessee the
peaceful enjoyment and possession of the Leased Premises and
the appurtenances thereto during the term hereof, free from
molestation, eviction or disturbance by the Lessor or by any
person or persons claiming by, through or under the lessor,
conditioned upon the Lessee's performance and observing all
and singular the terms, covenants, agreements and conditions
herein contained on the part of the Lessee to be performed and
observed and upon Lessee's performance of all obligations of
Lessor under the terms of the Master Lease (other than the
payment of rent under the Master Lease).
27. Invalidity. If any term or provision of this Lease, or the
application thereof to any person or circumstance, shall to any extent be
invalid or unenforceable, the remainder of this Lease, or the application of
such term or provisions to persons or circumstances other than those as
to which it is invalid or unenforceable, shall not be affected thereby,
and each term and provision of this Lease shall be valid and be
enforced to the fullest extent permitted by law.
28. Recording of Lease.
The Lessee agrees that it will not record this Lease but only a
Memorandum of Lease prepared in accordance with the laws of the State
of Maine, and the Lessor agrees to execute, acknowledge and deliver
such Memorandum.
29. Table of Contents Captions. The table of contents
preceding this Lease and the captions of this Lease are for convenience
and reference only and shall not be deemed to define, limit or describe
the scope or intent of any of the provisions of this Lease, nor have
any other bearing thereon.
30. Applicable Law. This Lease shall be
construed and enforced in accordance with the laws of the State of
Maine.
31. And the following paragraphs, Miscellaneous.
32. The Lessor
agrees, providing this Lease is in full force and effect and that
Lessee has complied with all its provisions, that the Lessee shall have
and is hereby granted an option to extend the term of this Leas for two
(2) additional successive terms of five (5) years each upon the same
terms and conditions contained herein, except as to rentals. If the
Lessee shall elect to exercise the option, it shall do so by giving the
Lessor notice in writing not later than fourteen (14) months
prior to the expiration of the then current term. It is
agreed that if these options are exercised, there is no further option
provision. At the inception of both the first and second option terms,
the Lessor shall be entitled to have the annual rental payments for the
ensuing years of each term reflect any increase in the cost of living which
occurred during the term (whether original or renewal) then ending. The
Lessor shall compute any such increase by using the formula set forth
in Paragraph 4 and adjusting the data accordingly.
33. The Lessee will at its expense promptly comply with all applicable
laws, rules, regulations and requirements of all public authorities the fire
insurance rating association having jurisdiction and similar organizations,
the insurers issuing any of the insurance required by any provision of this
Lease, except insofar as the Lessor is expressly responsible for compliance
therewith.
34. To the extent available under standard policies of insurance without
extra cost, or if extra cost shall be charged therefor, so long as the othe
party pays such extra cost, each party hereby waives all liability of and all
rights of recovery and subrogation against, and agrees that neither it nor its
insurers will xxx the other party for any loss of or damage to property
arising out of fire or casualty, and each party agrees that all such insurance
policies will contain waivers by the insurer of such liability, recovery,
subrogation and suit. If extra cost is chargeable therefor, each party shall
advise the other party thereof and of the amount of the extra cost, and the
other party, at its election, may pay the same, but shall not be obligated to
do so.
35. The Lessee will exonerate and indemnify the Lessor against all
claims, suits, obligations, liabilities and damages, including attorney's
fees, arising out of any failure by the Lessee to perform, fulfill or
observe any obligation or liability of the Lessee set forth in this Lease,
or any negligent act or omission by the Lessee, or any condition of any kind,
class or description, however and whenever caused or occurring, in any portion
of the Leased Premises the Lessee is obligated to maintain or repair.
36. Upon receipt of a written request by the Lessor or any holder of a
mortgage on all or any part of the Leased Premises, the Lessee will thereafter
send any such holder copies of all notices of default or termination or both
given by the Lessee to the Lessor in accordance with any provision of this
Lease. In the event of any failure by the Lessor to perform, fulfill or
observe any agreement by the Lessor herein or any breach by the Lessor of
any representation or warranty of the Lessor herein, any such holder may at
its election cure such failure or breach for and on behalf of the Lessor.
37. The Lessee will from time to time, upon not less than ten (10) days
prior written request by the Lessor, deliver to the Lessor or any actual or
prospective purchaser or holder of a mortgage on all or any part of the Leased
Premises or Shopping Center a written statement certifying whether or not this
Lease is in full force and effect and stating (a) the last date to which the
rent and other payment have been made, (b) whether or not this Lease has been
amended, (c) whether or not, to knowledge of the Lessee, the Lessor is in
default in the performance, fulfillment or observance of any representation,
warranty or agreement by the Lessor set forth herein, or has any indebtedness
to the Lessee for the payment of money, and (d) if so, each default or
indebtedness of which the Lessee has knowledge.
38. As used herein, the terms "Master Lessor" and "Lessor" shall mean
the owner for the time of the Master Lessor's and Lessor's estate and property
in the Leased Premises, respectively, and if such estate and property be sold
or transferred, the seller or assignor shall thereupon be relieved of all
obligations and liabilities hereunder thereafter arising or occurring, and
the purchaser or assignee shall thereupon be deemed to have assumed and agreed
to perform and observe all obligation and liabilities hereunder thereafter
arising or occurring, or based on occurrences or situations thereafter arising
or occurring unless and until a transfer of such estate and property is made by
such purchaser or assignee.
39. With reference to any assignment by the Master Lessor or
Lessor of the Master Lessor's or Lessor's interest in this Lease,
respectively, or the rents payable hereunder, conditional in nature or
otherwise, which assignment is made to the holder of a mortgage on property
which includes the Leased Premises, the Lessee agrees:
(a) That the execution thereof by the Lessor, and the acceptance thereof by
the holder of such mortgage, shall never be treated as an assumption by
such holder of any of the obligations of the Lessor hereunder, unless
such holder shall, by notice sent to the Lessee, specially otherwise
elect.
(b) That, except as aforesaid, such holder shall be treated as having
assumed the Master Lessor's or Lessor's obligations hereunder only upon
foreclosure of such holder's mortgage and the taking of possession of
the Leased Premises.
40. Indemnification: Notice. (a) Lessee hereby indemnifies and agrees to
hold harmless and defend Lessor for any claim, damage, loss or
expense (including reasonable attorney's fees) arising out of
(i) Sublessee's operation of the Leased Premises, (ii) the
failure of Lessee to comply with all of the terms of this
Lease, (iii) the breach of any term of the Master Lease by
Lessor arising as a result of Lessee's failure to strictly
comply with the terms of this Lease or as a result of any
other act or failure to act by Lessee. Lessor hereby
indemnifies and agrees to hold harmless and defend Lessee for
any claim, damage, loss or expense (including reasonable
attorney's fees) arising out of (i) the failure of Lessor to
comply with the terms of the Master Lease and (ii) the breach
of any term of this Lease by Lessee arising out of the
Lessor's failure to comply with the terms of the Master Lease
or as a result of any other act or failure to act by Lessor.
(b) Lessee and Lessor hereby agree that upon either party's receipt of a
notice from the Master Lessor regarding the terms and conditions of this Lease,
the party receiving such notice shall promptly provide a copy of said notice to
the other party.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals on the day and year first above written.
WITNESSES KEYBANK NATIONAL ASSOCIATION
Xxxxxxx X. Xxxx (signature) By: Xxxxxx X. Xxxxxxx (signature)
Print Name: Xxxxxxx X. Xxxx Name: Xxxxxx X. Xxxxxxx
Title: Authorized Official
CAMDEN NATIONAL BANK
Xxxxx X. Xxxxxxxx (signature) By: Xxxxxx X. Xxxxxx (signature)
Print Name: Xxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxx, President
& Chief Executive Officer
STATE OF OHIO
COUNTY OF CUYAHOGA SS:
BEFORE ME, a Notary Public in and for said County and State personally appeared
Xxxxxx X. Xxxxxxx, the authorized official of KeyBank National Association, a
national banking association, who acknowledged that he did execute the foregoing
Sublease Agreement on behalf of said KeyBank National Association and that the
same is his free act and deed on behalf of said corporation.
Xxxxxxx XxXxxxxx Xxxxx (signature)
Notary Public
STAMP
XXXXXXX XXXXXXXX XXXXX
NOTARY PUBLIC, STATE OF OHIO
MY COMMISSION EXPIRES JUNE 20, 2000
STATE OF MAINE
COUNTY OF XXXX XX:
BEFORE ME, a Notary Public in and for said County and State personally appeared
Xxxxxx X. Xxxxxx, President and Chief Executive Officer of Camden National Bank,
who acknowledged that he did execute the foregoing Sublease Agreement on behalf
of said Camden National Bank and that the same is his free act and deed on
behalf of said corporation.
Xxxxx X. Xxxxxxxx (signature)
Notary Public
STAMP
My Commission Expires
August 8, 1998
MEMORANDUM OF LEASE
LANDLORD: KEYBANK NATIONAL ASSOCIATION,
a national banking association headquartered in Cleveland,
Ohio and having a place of business at Xxx Xxxxx Xxxxx,
Xxxxxxxx, Xxxxx
TENANT: CAMDEN NATIONAL BANK,
a national banking association having a principal place
of business in Camden, Maine.
DATE OF EXECUTION: March 16, 1998
LEASED PREMISES: A building containing approximately 2,600 square feet
of floor area, together with rights to parking and
appurtenant common areas, located in a shopping center known
as Coastal Plaza on the northerly side of U.S. Route One
(business) in Damariscotta, Maine.
TERM OF LEASE: Approximately Twelve (12) Years, commencing on March 16,
1998 and continuing until May 3, 2010.
OPTION TO PURCHASE: None
RIGHT OF FIRST REFUSAL: None
RIGHT TO RENEW OR EXTEND: Tenant has a right to extend the term of the
Lease for two (2) additional successive terms of
five (5) years each. Tenant must send written
notice of exercise of said option to renew to
Landlord in writing not later than fourteen (14)
months prior to the expiration of the initial term.
The first such renewal term shall commence on
May 4, 2010 and continue until May 3, 2015; the
second such renewal term shall commence on
May 4, 2015, and continue until May 3, 2020.
The parties hereto further expressly acknowledge that this Memorandum of
Lease is being executed. pursuant to the provisions of the Lease and is not
intended to vary the terms or conditions of the Lease.
Executed as a Sealed Instrument as of 1st day of April, 1998.
LANDLORD:
KEYBANK NATIONAL ASSOCIATION
Xxxxxxx X. Xxxx (signature) By: Xxxxxx X. Xxxxxxx (signature)
Witness Its: Authorized Official
TENANT:
CAMDEN NATIONAL BANK
Xxxxx X. Xxxxxxxx (signature) By: Xxxxxx X. Xxxxxx (signature)
Witness Its: President & CEO
STATE OF OHIO
Cuyahoga, ss. April 1, 1998
Personally appeared the above named Xxxxxx X. Xxxxxxx in his/her capacity as
Authorized Official of KeyBank National Association and acknowledged the
foregoing instrument to be his/her free act and deed in his/her said capacity
and the free act and deed of KeyBank National Association.
Before me,
Xxxx X. Xxxxx (signature)
Notary Public/Attorney at Law
Xxxx X. Xxxxx
ATTORNEY AT LAW
NOTARY PUBLIC - STATE OF OHIO
MY COMMISION HAS NO EXPIRATION DATE
SECTION 1470 (stamp)
STATE OF MAINE
Xxxx, xx. April 15, 1998
Personally appeared the above named Xxxxxx X. Xxxxxx in his/her capacity as
President & CEO of Camden National Bank and acknowledged the foregoing
instrument to be his/her free act and deed in his/her said capacity and the free
act and deed of Camden National Bank.
Before me,
Xxxxx X. Xxxxxxxx (signature)
Notary Public
My commission expires
August 8, 1998 (stamp)
[DOVER LEASE]
LEASE AGREEMENT
This Lease Agreement is made this 2nd day of October, 1998, by and
between UNITED BANK, a Maine banking corporation having a place of business at
000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxx ("Tenant"), and BANGOR SAVINGS BANK, a Maine
banking corporation having a place of business at 00 Xxxxxxxx Xxxxxx, Xxxxxx,
Xxxxx ("Landlord").
ARTICLE I
Leasehold
Landlord hereby leases to Tenant, and Tenant hereby leases from
Landlord, upon and subject to the terms and provisions of this Lease Agreement,
certain real estate and the structure thereon located at Dover-Foxcroft,
Piscataquis County, Maine, being further described in Exhibit A annexed hereto
and made a part hereof, together with any fixtures and improvements thereon (the
"Leased Premises").
ARTICLE II
Term
The term of this Lease Agreement shall commence October 2, 1998 and
terminate December 31, 1999, unless earlier terminated pursuant to the terms
hereof.
ARTICLE III
Rental Obligation
Tenant covenants and agrees to pay to Landlord at Landlord's address or
place of business, above identified, or at such other place as Landlord shall
from time to time designate in writing, rent in the amount of three thousand and
00/100 dollars ($3,000) each month, payable in advance on or before the first
day of each month during the term of this Lease Agreement.
ARTICLE IV
Possession
Immediately following the execution of this Lease Agreement, Landlord
shall deliver full possession of the Leased Premises to Tenant, free and clear
of all liens and encumbrances which would interfere with the use and enjoyment
of the Leased Premises for the purpose of operating a banking facility.
ARTICLE V
Covenant of Quiet Enjoyment
Tenant shall, subject to the terms and provisions of this Lease
Agreement, on payment of the rent and faithfully observing, keeping and
performing all of the terms and provisions of this Lease Agreement on its part
to be observed, kept and performed, lawfully, peacefully and quietly have, hold,
occupy, and enjoy the Leased Premises during the term hereof without hindrance
or rejection by any persons lawfully claiming under Landlord.
ARTICLE VI
Utilities
Tenant shall adequately heat and air condition the Leased Premises and
shall pay for all of its requirements for all utilities, including, but not
limited to, gas, water, sewer, electricity, and telephone service. Tenant will
pay when due all such utility bills, and will make its own arrangements for
delivery of all necessary fuels to the Leased Premises for providing heat for
the Leased Premises, and will pay when due all charges for such fuel.
ARTICLE VII
Taxes
Tenant shall pay, within thirty (30) days of Landlord's request, all
real estate taxes which may be lawfully charged, assessed, or imposed upon the
Leased Premises, or any part thereof. Tenant further covenants and further
agrees to pay all assessments, and any and all other governmental levies or
charges of any kind that are levied upon or assessed against or with respect to
the Leased Premises or any part thereof during the term of the Lease Agreement
and any extension or renewal thereof.
Tenant shall pay all such taxes which may be lawfully charged,
assessed, or imposed upon all fixtures and equipment or other property of every
type located in or upon the Leased Premises. Tenant shall pay license fees which
may be lawfully imposed on the business of Tenant conducted upon the Leased
Premises.
ARTICLE VIII
Installation of Personal Property
Tenant may install equipment, machinery, and fixtures necessary to
carry on its business on the Leased Premises. All such equipment, machinery, and
fixtures shall remain their personal property of the Tenant, and may be removed
by Tenant at any time at or before the end of the term of the Lease Agreement,
subject to the conditions of removal set forth in Article X herein.
ARTICLE IX
Repairs, Maintenance and Alterations
Tenant agrees to maintain and repair the interior of the leased
premises, and including, without limitation, the heating and air conditioning
system, in a good and tenantable condition at all times during the term of this
Lease Agreement consistent with Tenant's use of the premises. Tenant shall be
further responsible for replacement of exterior glass at the Leased Premises.
Tenant shall yield up the premises to Landlord at the expiration or earlier
termination of this Lease in good order and repair, in the same condition in
which they are presently constructed or subsequently remodeled, as provided in
this Lease, reasonable wear and tear only excepted.
During the term of this Lease Agreement, Tenant may erect necessary
improvements on the Leased Premises for use by the Tenant only with the prior
written consent of Landlord. Tenant" construction shall be performed in a good
and workerlike manner in accordance with all applicable building codes, laws,
ordinances, regulations and other requirements of governmental authorities, and
at Tenant's own cost and expense. Tenant shall at all times keep the Leased
Premises free of all liens or mechanics liens. Tenant agrees to indemnify and
hold Landlord harmless from and against any claim or lien on account of such
improvements and shall indemnify Landlord from all costs incurred by Landlord in
defending the same. At the expiration or earlier termination of this Lease
Agreement, all improvements upon the Leased Premises made by the Tenant shall,
absent any agreement between landlord and Tenant to the contrary at the time of
installation, become the property of the Tenant and Tenant shall remove any or
all of the improvements made by Tenant at the conclusion of the lease term.
Tenant shall promptly repair any damage caused by such removal and restore the
Leased Premises to the same condition as existed upon the commencement of the
lease term. Improvements, fixtures and personal property of Tenant shall be
removed within sixty (60) days from the date of any termination of this Lease
Agreement. Any such improvements, fixtures and personal property of Tenant
remaining on the Leased Premises after the expiration of said sixty (60) days
shall become the property of Landlord.
Except for exterior and structural alterations made by Tenant and
except as otherwise provided herein, Landlord agrees to repair and maintain all
other the exterior and the structural components of the building, including the
roof, foundation, electrical and plumbing systems, but not including any
maintenance or repair resulting from the negligence or misconduct of Tenant, its
agents, contractors, or employees. Notwithstanding the foregoing obligations of
Landlord, to the extent any of the foregoing structural repairs and maintenance
do not involve structural repairs or corrections of construction defects, and to
the extent that, in each case, the Tenant first approves such maintenance and
repairs, Tenant agrees to reimburse Landlord for one-half (1/2) the total cost
of such maintenance and repair, within thirty (30) days of the Landlord's
request. Further, Landlord shall be responsible for exterior lighting, grass
maintenance, plowing and/or clearing the driveway, parking area, and walkways
serving the premises. Within thirty (30) days of Landlord's request, Tenant
shall pay one-half (1/2) of the total cost of such exterior lighting, grass
maintenance, plowing and clearing the driveway, parking area, and walkways.
ARTICLE X
Signage
Tenant may, without cost or expense to Landlord, place one sign on the
Leased Premises, provided that said sign is placed at a location and is of a
size approved by Landlord. Placement of said sign shall be in full compliance
with the Town of Dover Zoning Ordinance and in a manner which does not impair
the structural integrity of the building at the Leased Premises. Tenant shall
bear the cost of maintaining said sign.
ARTICLE XI
Parking
Parking by Tenant, its customers, agents and employees, shall be
limited to five (5) undesignated parking spaces located behind the Leased
Premises, and used in common with Landlord, its customers, agents and employees.
Landlord, its customers, agents and employees shall at all times have access to
the remaining ten (10) parking spaces located behind the Leased Premises.
ARTICLE XII
Indemnification and Insurance
Tenant agrees to indemnify and save Landlord harmless from and against
all claims of whatever nature arising from any act, omission or negligence of
Tenant, or Tenant's contractors, licensees, agents or employees, or arising from
any accident, injury or damage whatsoever caused to any person or to the
property of any person occurring during the term hereof in and about the Leased
Premises, except for those arising from the negligence of Landlord, or
Landlord's contractors, licensees, agents or employees. This indemnity and hold
harmless agreement shall include indemnity against all costs, expenses, and
liabilities of any kind whatsoever incurred in or in connection with any such
claim or proceeding brought thereon, and the defense thereof.
Tenant agrees to maintain in full force during the term thereof a
policy of commercial general insurance under which Landlord and Tenant are named
as insured. Each such policy shall be noncancellable with respect to Landlord
without thirty (30) days' written notice to Landlord, by certified mail, and a
duplicate original or certificate of said policies shall be immediately
delivered to Landlord on demand. The minimum limits of liability of such
insurance shall be three million and 00/100 dollars ($3,000,000.00). At or prior
to the commencement of the term of this Lease Agreement, original copies or
certificates of the policy as required hereunder setting forth in full
provisions thereof, shall be delivered by Tenant to Landlord. All such insurance
shall be placed with a responsible insurance company satisfactory to Landlord
and authorized to transact business in the State of Maine.
Landlord shall maintain throughout the term of this Lease Agreement a
policy of fire and hazard insurance indemnifying the Landlord and the Tenant, as
their interests may appear, against loss, cost or damage to the structure during
the term of this Lease. Within thirty days (30) days of request by Landlord,
Tenant shall reimburse Landlord for fifty percent (50%) of the total premium for
such policy during the term of this Lease Agreement. Tenant shall maintain the
Tenant's own insurance policy or policies insuring against loss or damage to
personal property of the Tenant.
ARTICLE XIII
Use
It is understood and Tenant so agrees that the Leased Premises during
the term hereof shall be used and occupied by Tenant solely for the operation
of a banking facility. Tenant's use shall at all times comply with all
applicable federal, state and local laws, ordinances and regulations.
ARTICLE XIV
Access by Landlord
Landlord or Landlords agents, employees and contractors, may enter the
Leased Premises during emergencies to make or facilitate repairs. After giving
Tenant notice at lease 24 hours in advance Landlord may enter the Leased
Premises at other reasonable times to make repairs to inspect the Leased
premises, or show the Leased Premises to prospective tenants or purchasers.
ARTICLE XV
Eminent Domain
If, after the execution of this Lease Agreement and before the
expiration of the term hereof, the entire Leased Premises shall be taken by
right of eminent domain for any street or other public use, then this Lease
Agreement and the term hereof shall terminate as of the time that possession is
required by taking authority. In the event of such termination, the rent and
other charges shall be apportioned and adjusted as of the date of termination,
and any rent or other charges paid in advance shall be refunded by Landlord to
Tenant.
In case only a part of the Leased Premises shall be so taken by right
of eminent domain, then, if the part so taken renders the remaining premises
unfit or unsuitable for the use and occupation by Tenant as of the date of such
taking, Tenant may, at Tenant's election, terminate this Lease Agreement ant the
term hereof by notice to Landlord in writing within thirty (30) days after
receiving notice from Landlord of such taking, effective as of the time that
possession is required for public use. If Tenant so elects to terminate, the
rent and other charges paid in advance shall be refunded by Landlord to Tenant.
If Tenant does not elect to terminate, then this Lease Agreement shall continue
in full force and effect, and Landlord shall, to the extent reasonably possible,
promptly after possession is taken, restore the Leased Premises or what may
remain thereof to substantially the same condition as the same were in prior to
the taking of possession and to suitable condition for use and occupation by
Tenant, but Landlord shall have no obligation to restore Tenant" furniture,
fixtures, and equipment. There shall be a fair and equitable permanent abatement
of the rent payable hereunder, due regard being given to the nature and extent
of the portion of the Leased Premises so taken. Should the Leased Premises or
any part thereof be taken by eminent domain and this Lease Agreement canceled,
the sums received in payment for the property so taken shall be paid in entirety
to Landlord, free of any claim by Tenant, except as herein provided. Tenant
shall be entitled to receive and retain the amount which may be specifically
awarded to it in a condemnation proceeding because of the taking of its
equipment, furniture or fixtures, and its leasehold improvements.
ARTICLE XVI
Default
Tenant shall be in default upon the occurrence of any one or more of
the following events:
Tenant fails to pay the rent or any other charges payable
hereunder and such failure continues for a period of fifteen (15) days after
written notice thereof has been given by Landlord;
Tenant fails to perform or comply with any of the other
covenants, terms, provisions, or conditions of this Lease Agreement and such
failure continues for a period of thirty (30) days after written notice thereof
has been given by Landlord;
The estate hereby created is taken upon execution or by other
process of law;
Any assignment is made of the property of Tenant for the
benefit of creditors, or a receiver, guardian, conservator, trustee in
involuntary bankruptcy, or other similar officer appointed to take charge of all
or any substantial part of Tenant's property by a court of competent
jurisdiction, and such appointment is not promptly dismissed; or
Tenant institutes, or there are instituted against Tenant,
bankruptcy or insolvency proceedings of any nature, and such proceedings are not
dismissed within ninety (90) days after they are commenced.
If Tenant is in default, notwithstanding any license of any former
default or consent thereto or any waiver of these rights in a former
instance, Landlord may, immediately or at any time thereafter, without
demand or notice, terminate this Lease Agreement, institute proceedings
to evict Tenant and/or pursue any other remedies available to Landlord
at law or in equity. Further, Tenant covenants and agrees,
notwithstanding any termination or entry by Landlord, to pay and be
liable for, on the days originally filed herein for the payment
thereof, amounts equal to the several installments of rent and other
charges reserved as they would , under the terms of this Lease
Agreement, become due if this Lease Agreement had not been terminated,
whether the Leased Premises be relet or remain vacant in whole or in
part or for a period less than the reminder of the term or for the
whole thereof, but, in the event the Leased Premises, including, but
not limited to, remodeling costs, brokerage fees, and attorneys' fees,
and in collecting the rent in connection therewith. As an alternative,
at the election of Landlord, Tenant will upon such termination pay to
Landlord, as damages, such a sum as at the time of such termination
represents the amount of the excess, if any, of the then value of the
total rent and other benefits which would have accrued to Landlord
under this Lease Agreement for the remainder of the lease term if the
provisions of this Lease Agreement had been fully complied with by
Tenant over and above the then cash rental value, in advance, of the
Leased Premises for the balance of the term.
ARTICLE XVII
Americans with Disabilities Act (ADA)
Within ten (10) days after receipt, Landlord and Tenant shall
advise the other party in writing and provide the other with copies (as
applicable), as amended, of any notices alleging violation of the
Americans with Disabilities Act of 1990 (ADA) relating to any portion
of the Leased Premises and claims made or threatened in writing
regarding noncompliance with the ADA and relating to any portion of the
Leased Premises, or any governmental or regulatory actions or
investigations instituted or threatened regarding noncompliance with
the ADA and relating to any portion of the Leased Premises.
ARTICLE XVII
Notices
Whenever by terms of this Lease Agreement notice shall or may
be given either to Landlord or Tenant, such notice shall be in writing and shall
be sent by registered or certified mail, postage prepaid, to the addresses
stated above, or such other address or addresses as my from time to time
hereafter by designated by Landlord or Tenant, addressed to the attention of the
undersigned officer of Tenant and Landlord.
ARTICLE XIX
Miscellaneous
Assignment. This Lease Agreement shall not be assigned or the Leased
Premises sublet by the Tenant.
Memorandum of Lease. Concurrently with the execution hereof, both parties
may execute a Memorandum of Lease, so called, in recordable form, said
instrument to contain such provisions as shall be reasonably acceptable to
counsel for both Landlord and Tenant.
Bind and Inure. All of the terms and provisions of this Lease Agreement
shall be binding upon and shall inure to the benefit of the successors and
assigns of the respective parties hereto.
Invalidity of Particular Provisions. If any term or provision of this Lease
Agreement or the application thereof to any person or circumstance shall, to
any extent, be invalid or unenforceable, then the remainder of this Lease
Agreement, or the application of such term or provisions to persons
or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each term and provision of
this Lease Agreement shall be valid and be enforced to the fullest extent
permitted by law.
Governing Law. This Lease Agreement shall be governed exclusively by
the provisions hereof and by the laws of the State of Maine.
Paragraph Headings. The paragraph headings throughout this
instrument are for convenience and reference only, and the words contained
therein shall in no way be held to explain, modify, amplify, or aid in the
interpretation, construction, or meaning of the provisions of this Lease
Agreement.
The person executing this Lease Agreement on behalf of Tenant
and Landlord hereby covenants and warrants that the corporation on behalf of
which s/he is signing, is a duly authorized and existing corporation, that said
corporation is qualified to do business in Maine, that the corporation has full
right and authority to enter into this Lease Agreement, and that the person
signing on behalf of the corporation is authorized to do so.
IN WITNESS WHEREOF, Landlord and Tenant have caused this
instrument to be signed and sealed, by there respective officers, duly
authorized, in any number of counterpart copies, each of which counterpart
copies shall be deemed an original for all purposes, as of the day and year
first above written.
WITNESS: Bangor Savings Bank
By
Its Treasurer
WITNESS: United Bank
By Xxxxx X. Xxxxxxxx (Signature)
Xxxxxx X. Page (Signature) Its President
EXHIBIT A
Certain property located in Dover-Foxcroft, Piscataquis County, Maine,
described as follows:
The west one-half of the building located at the intersection of the
east line of Xxxx Xxxxx Xxxxxx and the south line of Court Street in said
Dover-Foxcroft, together with the right for the Tenant and its customers, agents
and employees to use five (5) parking spaces in the parking area located at the
rear of said building in common with Landlord and its customers, agents and
employees.
[MILO LEASE]
ASSIGNMENT OF LEASE
KNOW THAT FLEET BANK OF MAINE having its principal office as Xxx Xxxx
Xxxxxx, Xxxxxxxx, Xxxxx, 00000 ("Assignor") in consideration of One Dollar
($1.00) and other good and valuable consideration paid by United Bank having its
principal office at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxx 00000 ("Assignee"),
hereby assigns unto the Assignee without recourse all of Assignor's right, title
and interest as tenant under a certain lease of property on Maine and Elm
Street, Milo, Maine ("Lease") more particularly described in a Memorandum of
Lease (" Memorandum") recorded in the Piscataquis County Registry of Deeds in
Book 1128, Page 192.
TO HAVE AND TO HOLD the same unto Assignee, its successors and assigns
from and after the close of business as of the date hereof (the "Effective
Time"), subject to the terms, covenants, conditions and provisions set forth in
the Lease.
IN WITNESS WHEREOF, Assignor and Assignee have executed this agreement
as of the 29th day of September, 1998.
FLEET BANK OF MAINE
By (signature) Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
Vice President
UNITED BANK
By: (signature) Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: President
COMMONWEALTH OF MASSACHUSETTS
Suffolk County, ss. September 29, 1988
PERSONALLY APPEARED the above named Xxxxxxx X. Xxxxxxx, Vice President of Fleet
Bank of Maine as aforesaid and acknowledged the foregoing instrument to be his
free act and deed in his said capacity and the free act and deed of said
corporation.
Before me,
(signature) Xxxx X. Xxxxxxxx
Notary Public: Xxxx X. Xxxxxxxx
My commission expires: January 31, 2003
STATE OF MAINE
Penobscot County, ss. October 1, 1998
PERSONALY APPEARED the above named Xxxxx X. Xxxxxxxx, President of United Bank
as aforesaid and acknowledged the foregoing instrument to be his free act and
deed in his said capacity and the free act and deed of said corporation.
Before me,
(signature) Xxxxxxxxx X. Xxxxx
Notary Public: Xxxxxxxxx X. Xxxxx
My commission expires: Sept 26, 2002
Stamp - Xxxxxxxxx X. Xxxxx
Notary Public - State of Maine
My commission expires September 26, 2002
LEASE AGREEMENT
THIS LEASE AGREEMENT (herein called the "Lease") is made this 18th day of March,
1998 by and between CABREL COMPANY, a Maine corporation with a place of business
in Bangor, Penobscot County, State of Maine, ("Landlord"), and mailing address
of 0 Xxxxx Xxxxxx, X.X. Xxx 0000, Xxxxxx, Xxxxx 00000-0000, and FLEET BANK OF
MAINE, a Maine banking corporation with a place of business in Bangor, Penobscot
County, State of Main ("Tenant") and mailing address of Fleet Bank Corporate
Properties, Xxx Xxxxxxx Xxxxxx, X.X. Xxx 0000, XX OF 0803, Xxxxxx, XX
00000-0000.
Landlord and Tenant agree as follows:
SECTION 1. LEASED PREMISES. Landlord hereby leases to Tenant, and
Tenant hereby leases from Landlord, subject to the terms and conditions of this
Lease, the premises located at Main Street, Milo, Maine, more particularly
described in Schedule "A" annexed hereto and made apart hereof, subject to all
easements, reservations, and restrictions of record (hereinafter referred to as
"the Premises").
SECTION 2. TERM. This Lease shall be for a term of three (3) years
commencing on May 19, 1998 and terminating on May 18, 2001.
2.1 Option to Renew. Tenant shall have the option to renew this Lease
for two (2) additional terms of three (3) years each, each option to be
exercised separately by Tenant giving Landlord written notice at least six (6)
months prior to expiration of the previous term, and provided that Tenant is not
in default under this Lease at the time of exercise of the option. All renewal
terms shall be on the same terms and conditions as the original term, except for
rent as hereinafter provided.
SECTION 3. RENT. Tenant agrees to pay to Landlord at Landlord's mailing
address identified above, or at such other place as Landlord shall from time to
time designate in writing, minimum annual rent of $25,000.00, in equal monthly
installments of $2,083.34, and proportionately at such rate for any partial
month, which minimum rent shall be paid monthly in advance on the first day of
each and every calendar month during the term hereof
3.1 Additional Rent. In addition to the aforesaid minimum annual rent,
Tenant agrees to pay as additional rent all such sums as are due and payable by
Tenant to or on behalf of Landlord pursuant to any of the subsequent provisions
of this Lease, and the failure of Tenant to pay any sums required hereunder
shall be deemed as failure to pay rent. Landlord appoints Tenant the
attorney-in-fact of landlord for the purpose of making all payments to be made
by Tenant pursuant to any of the provisions of this Lease to persons other than
Landlord.
3.2 Net Net Net Lease. This Lease is intended as an absolutely net
lease, and the minimum rent, additional rent, and all other sums payable
hereunder to or on behalf of Landlord shall be paid by Tenant without notice or
demand, and without set-off, abatement, suspension, deduction, or defense,
except as specifically and expressly set forth in this Lease. Under no
circumstances or conditions whether now existing or hereinafter arising, or
whether within or beyond the present contemplation of the parties shall Landlord
or Landlord's successors or assigns be expected or required to make any payment
of any kind whatsoever, or be under any other obligation or liability hereunder,
except as specifically and expressly provided in the Lease. This Lease shall
always be construed in order to effectuate the foregoing declared intent of the
parties.
3.3 Rent During Renewal Terms. If Tenant exercises the options to renew
under Section 2.1 above, the minimum annual rent during the first renewal term
shall be $27,500.00 payable in equal monthly installments of $2,291.67, and the
minimum annual rent during the second renewal term (if the option is exercised)
shall be $30,250.00 payable in equal monthly installments of $2,520.83.
SECTION 4. USE. Tenant shall use the Premises solely for the purposes
of a branch bank and financial services center, and for purposes ancillary
thereto, and for no other purpose. Tenant shall obtain, at Tenant's expense, all
permits, licenses, and approvals required by any federal, state, or local
authority. Tenant shall not permit any nuisance on the Premises, nor use or
permit any use of the Premises which is contrary to any law or ordinance, nor
permit any use which will invalidate any policy of insurance or materially or
adversely affect the value of the Premises.
SECTION 5. COVENANT OF QUIET ENJOYMENT. So long as Tenant is not in
default hereunder, Tenant shall have the peaceful and quiet use and possession
of the Premises during the term hereof, subject to the terms and provisions of
this Lease; but it is understood and agreed that this covenant and any and all
other covenants of Landlord contained in this Lease shall be binding upon
Landlord and Landlord's successors only with respect to breaches occurring
during Landlord's and Landlord's successors' respective ownership of the
Landlord's interest in the Premises.
SECTION 6. UTILITIES. Tenant shall adequately heat the Premises so as
to prevent damage by weather and shall pay all charges for all utilities
furnished to the Premises, including but not limited to gas, steam, water,
electricity and sewer and telephone service. Tenant will make its own
arrangements for delivery of all necessary heating fuel to the Premises and will
pay when due all charges for such fuel. Landlord shall in no event be liable for
any interruption or failure of utilities or other services on the Premises.
SECTION 7. TAXES
7.1 Tenant shall pay, or cause to be paid, before the same become
delinquent, all real estate taxes, including assessments for local improvements
and any and all other governmental levies or charges of any kind that are levied
upon or assessed against or with respect to the Premises, or any part thereof,
during the term of this Lease, pro-rated with respect to any portion of a fiscal
year in which the term of this Lease begins or ends.
7.2 Without postponing payment or otherwise adversely affecting
Landlord, Tenant may prosecute appropriate proceedings in the name of Landlord
or Tenant or both, but at the sole cost and expense of Tenant, to contest the
validity or amount of any such taxes or assessments, or to recover payments
therefor, and shall indemnify and save Landlord harmless from all costs and
expenses in connection therewith. Landlord shall cooperate with Tenant with
respect to such proceedings so far as reasonably necessary, provided that
Landlord shall not be obligated to incur any expense in connection with such
cooperation. Such contest by appropriate proceedings by the Tenant of any such
tax assessments shall be undertaken only with the prior express written consent
of Landlord, which consent shall not be unreasonably delayed, conditioned or
withheld.
7.3 Tenant shall also pay all personal property taxes assessed or
imposed upon all fixtures and equipment or other personal property of every type
situated in or upon the premises, and Tenant shall pay all license fees or other
governmental charges which may be imposed upon the Premises or the activities of
Tenant.
7.4 The foregoing provisions are predicated upon the present system of
taxation in the State of Maine. If taxes upon rentals shall be substituted, in
whole or in part, for the present ad valorem real estate taxes, then Tenant
agrees to pay such additional taxes on rentals whether the same shall be in
addition to or substitute for present ad valorem real estate taxes. Further, if
there is any other change in the system of taxation which is in substitution or
in addition to the present system, Tenant agrees to pay all such taxes.
Notwithstanding the foregoing, there is excluded from the Tenant's obligation to
pay real estate taxes the following taxes: income, intangible, franchise,
capital stock, estate or inheritance taxes or taxes substituted for or in lieu
of the foregoing exclusions.
SECTION 8. PERSONAL PROPERTY.
8.1 Tenant may install equipment, machinery, and trade fixtures
necessary to carry on Tenant's business on the Premises. All such equipment,
machinery, and trade fixtures (including, without limitation, the vault doors,
the drive-up window unit, the night depository unit, the counters, the
under-counter fill, the kitchen equipment, and all alarm equipment, except
wiring and conduit and specifically excepting the hearting system) shal remain
the personal property of Tenant, and may be removed by Tenant at any time before
the end of the term of this Lease, provided that any damage to the Premises by
such removal is promptly repaired by Tenant at Tenant's own expense.
8.2 All merchandise, trade fixtures, and personal property of any kind
in the Premises shall be at Tenant's sole risk, and Landlord shall not be liable
for any loss or damage to property of Tenant or others arising from theft, fire,
explosion, breakage of water pipes, steam pipes or other pipes, or by leaking
roofs, or by any other cause whatsoever unless resulting from the willful act of
Lndlord.
SECTION 9. REPAIRS OR MAINTENANCE. Tenant acknowledges that Tenant is
fully aware of the condition of the Premises and (except as otherwise expressly
provided in this Lease) agrees to take the same on a strictly "as is" basis
without warranty, obligation, or representation on the part of Landlord of any
kind whatsoever.
9.1 Landlord agrees to keep in good order, condition and repair the
roof, foundation and structural portions of the Premises, (but not including
glass and glass windows or the so-called store front), except for any damage
thereto caused by any act or negligence of Tenant, its employees, agents,
licensees or contractors; it being the intent hereof that the Landlord's
obligation to maintain the foregoing is to be limited to repairs required by
normal and reasonable wear and tear. Landlord shall not be responsible to make
any other improvements or repairs of any kind upon the Premises.
9.2 Except as provided in 9.1 above, Tenant shall, at Tenant's sole
cost and expense, maintain the Premises in at least as good condition and repair
(reasonable wear and tear excepted) as they are in at the commencement of the
term of this Lease or as they may be put in thereafter. Tenant shall not permit
the Premises to be overloaded, damaged, stripped or defaced, or suffer any
waste. Tenant's duty to maintain and repair the Premises includes, without
limitation, all mechanical, hearing, plumbing and electrical components and all
nonstructural, interior and exterior portions of the Premises and whether
constructed or installed by Landlord or by Tenant. Tenant shall maintain all
exterior areas and landscaping in and about the Premises, keep any lawn areas
mowed, and keep all driveways, walks, and parking and loading areas within the
Premises in good repair and reasonably free of snow and ice.
9.3 All alternations or repairs required by public authorities with
respect to Tenant's specific use of the Premises shall be made by Tenant at
Tenant's expense.
SECTION 10. ALTERATIONS. Tenant will not make any structural
alterations or any nonstructural changes costing more than $25,000, to the
Premises or any part thereof, without first obtaining Landlord's written
approval, which approval will not be unreasonably delayed, conditioned or
withheld. All work done on the Premises shall meet the following requirements:
10.1 The work will not adversely affect the structural strength or
integrity of the Premises;
10.2 All remodeling shall be done in full conformity with plans and
specifications approved in writing by Landlord;
10.3 All improvements and alterations made by Tenant shall immediately
become the property of Landlord and shall remain on the Premises in the absence
of a written agreement to the contrary;
10.4 All work shall be done in a good and first-class workmanlike
manner;
10.5 All work done by Tenant shall be in compliance with all applicable
laws, ordinances, regulations, and insurance requirements including, without
limitation, all applicable requirements for access by disabled persons under the
Maine Human Rights Laws and the Americans with Disabilities Act, and Tenant
shall indemnify and hold Landlord harmless from any loss, cost, or expense
arising from failure to comply with such requirements;
10.6 Tenant shall not permit any mechanics liens, or similar liens, to
remain upon the Premises in connection with any work performed or claimed to
have been performed at the direction of Tenant and shall cause any such lien to
be released of record forthwith (through the filing of a bond or otherwise)
without cost to Landlord.
SECTION 11. INDEMNIFICATION; INSURANCE.
11.1 Indemnity. Tenant shall indemnify and save Landlord harmless from
and against all claims of whatever nature arising from any act, omission or
negligence of Tenant, or Tenant's contractors, licensees, agents, servants or
employees, or arising from any accident, injury, or damage whatsoever caused to
any person or to the property of any person occurring during the term hereof in
or about the Premises except to the extent caused by negligence or willful
misconduct of Landlord or its agents. This indemnity and hold harmless agreement
shall include indemnity against all costs, expenses, and liabilities of any kind
whatsoever incurred in or in connection with any such claim or proceeding
brought thereon, and the defense thereof.
11.2 Liability Insurance. Tenant shall maintain in full force during
the term hereof a policy of commercial general liability insurance under which
Landlord and Tenant are named as insureds, against all claims, expense and
liability for injury to or death of persons or damage to property which may be
claimed to have occurred in or about the Premises. The minimum limits of
liability of such insurance shall be $1,000,000.00 for injury or death to
persons, and $500,000.00 with respect to damage to property.
11.3 Casualty Insurance. Tenant shall, at Tenant's own expense,
maintain fire and casualty insurance providing for insurance to the replacement
value of the Premises, or such lesser amount as is reasonably acceptable to
Landlord, with extended coverage on all buildings located on the Premises and
with carriers and in amounts reasonably approved by landlord and any mortgagee
under a mortgage on the Premises (the "Lender"), such insurance to be payable to
Landlord, Lender, and Tenant, as their interest may appear.
11.4 Release and Waiver of Subrogation. Insofar as and to the extent
that the following provisions may be effective without invalidating or making it
impossible to secure insurance coverage obtainable from responsible insurance
companies doing business in the State of Maine (even though extra premium may
result therefrom), Landlord and Tenant mutually agree that with respect to any
loss which is covered by insurance then being carried by them respectively, the
one carrying such insurance and suffering such loss, releases the other of and
from any and all claims with respect to such loss, to the extent of the
insurance proceeds paid under such policies, and Landlord and Tenant mutually
agree that their respective insurance companies shall have no right of
subrogation against the other on account thereof. Nothing contained in this
section shall be deemed to modify or otherwise affect releases elsewhere herein
contained of either party from liability for claims.
11.5 Polices. At or prior to the commencement of the term of this
Lease, and thereafter not less than then (10) days prior to the expiration
date of each expiring policy, original policies or certificates of all insurance
policies required hereunder setting forth in full the provisions thereof,
together with satisfactory evidence of the payment of all premiums then due
therefore, shall be delivered by Tenant to Landlord and shall, upon request of
Landlord, also be delivered by Tenant to the holder of any mortgage affecting
the Premises. All such insurance policies shall provide that such policy shall
not be amended or canceled without at least then (10) days prior written notice
to Landlord. All such insurance shall be placed with a responsible insurance
company reasonably satisfactory to Landlord and authorized to transact business
in the State of Maine. The insurance required herein may be written in
connection with a so-called "blanket policy."
SECTION 12. COMPLIANCE WITH APPLICABLE LAWS. Tenant shall, throughout
the term of this Lease and at Tenant" sole expense, promptly observe, comply
with and execute all laws and regulations of all federal, state and municipal
governments and appropriate departments, commissions, boards and officers
thereof and the orders and regulations of the National Board of Fire
Underwriters or any other body now or hereafter exercising similar functions
which may be applicable. Tenant shall make all repairs, alterations, additions
or replacements to the Premises required by any law or ordinance or any order or
regulation of any public authority because of Tenant's specific use of the
Premises; shall keep the Premises equipped with all safety appliances so
required because of such use; and shall procure any licenses and permits
required for any such use. Tenant shall comply with all governmental laws and
regulations from time to time applicable to the Premises arising from Tenant's
specific use of the Premises, including but not limited to the requirements of
the Americans with Disabilities Act and the Maine Human Rights Act and any other
laws and regulations relating to providing access and accommodation to persons
with disabilities, and Tenant shall indemnify and hold Landlord harmless from
any loss, cost or liability incurred by Landlord as a result of Tenant's failure
to comply with such requirements.
SECTION 13. HAZARDOUS MATERIALS.
13.1 Tenant shall not cause or permit any Hazardous Material to be
stored, generated, brought upon, kept, or used in or about the Premises by
Tenant, its agents, employees, contractors or invitees, without first obtaining
Landlord's written consent.
13.2 Any Hazardous Material permitted on the Premises, and all
containers therefor, shall be used, kept, stored and disposed of in a manner
that complies with all federal, state and local laws or regulations applicable
to any such Hazardous Material.
13.3 Tenant will in no event permit or cause any disposal of Hazardous
Materials in or about the Premises.
13.4 Tenant shall give immediate notice to Landlord of any violation or
potential violation of the provisions of this Section and will at all reasonable
times permit Landlord or its agents to enter the Premises to inspect the same
for compliance with this sections.
13.5 Tenant shall defend, indemnify and hold harmless Landlord
from and against any loss, claims, penalties, fines, liabilities,
settlements, damages, costs, or expenses (including, without
limitation, attorney and consultant fees, court costs and
litigation expenses) arising during or after the Lease term as
a result of any violation by Tenant of the terms of this
Section, or any contamination of the Premises or any other
land of Landlord by Hazardous Materials as a result of action
by Tenant or Tenant's agents, employees, contractors, or
invitees.
13.6 As used herein, the term "Hazardous Material" means any and all
materials or substances which are defined as "hazardous waste" or "hazardous
substance" under any state, federal, or local laws, and includes asbestos, waste
oil, and petroleum products.
13.7 Landlord shall comply, at Landlord's sole cost, with all
applicable laws and regulations or governmental orders associated with any
required cleanup or other actions arising from the existence or alleged
existence of Hazardous Materials on, in, or under the Premises prior to Tenant's
occupation of the Premises, and shall indemnify and hold Tenant harmless from
any costs associated therewith.
13.8 The provisions of this section 13 shall be in addition to any
other obligations and liabilities the parties may have to each other at law or
equity and shall survive the transactions contemplated xxxxx and shall survive
the termination of the Lease.
SECTION 14. SIGNS. Tenant shall be permitted to construct, install, and
maintain a freestanding or attached sign or signs of suitable size for
visibility from adjacent public ways and indicating Tenant's occupancy of the
Premises, at Tenant's sole expense, provided that Tenant must obtain written
approval from Landlord as to the design and location of all exterior signs,
which approval shall not be unreasonably delayed, conditioned or withheld. All
signs must comply with all applicable laws and ordinances, and Tenant shall be
responsible for obtaining all necessary permits from applicable governmental
authorities, at Tenant" sole expense. Landlord's prior consent shall not be
required as to signs required by law or regulation or in the event of a change
in the name, logo or color of any signage consistent with Tenant's corporate
standard. All Tenant's signs shall comply with all requirements of appropriate
governmental authorities, and all necessary permits or licenses shall be
obtained by Tenant. Landlord shall cooperate with Tenant in obtaining all such
required permits and licenses. By execution of this Lease, Landlord shall be
deemed to have approved all signs located at the Premises on the date of the
Lease.
SECTION 15. EMINENT DOMAIN. In the case of any taking by eminent domain
of either the whole or such lesser portion of the Premises as to preclude the
use of the Premises by Tenant for the purpose for which leased, then this Lease
shall terminate on the date of such taking. If only a portion of the Premises is
taken, and such taking does not unreasonably impair the use of the Premises for
the purpose for which leased, the minimum rent shall be equitably abated for the
remainder of the term.
15.1 Condemnation Award. Should the Premises or any part thereof be
taken by eminent domain, the sums received in payment for the property so taken
shall be paid in their entirety to Landlord, free of any claim by Tenant, except
that Tenant shall be entitled to receive and retain any amount which may be
specifically awarded to Tenant in a condemnation proceeding because of the
taking of any machinery, equipment, trade fixtures, or other property owned by
Tenant on the Premises.
SECTION 16. DAMAGE OR DESTRUCTION. In the event of damage to or
destruction of the Premises or any part thereof from fire or other
casualty, at any time during the term of this Lease, Tenant, with all
reasonable diligence shall reconstruct, repair, replace or restore the
Premises to their condition immediately preceding such casualty and
this obligation shall not be limited in any way by the amount of
available insurance proceeds. No damage to or destruction of the
Premises or any part thereof from any cause shall operate to terminate
this Lease or relieve, reduce, or discharge Tenant's continuing
obligation during the term of this Lease for the payment of rents and
other sums due under this Lease. Notwithstanding the foregoing, if
during the last year of the term of this Lease the Premises are totally
destroyed or so substantially damaged that the restoration could not
reasonably be completed with on hundred twenty (120) days from the date
of the casualty, either Landlord or Tenant shall have the right to
terminate this Lease by giving written notice to the other no later
than thirty (30) days following the date of such damage or destruction.
In the event of such termination, Landlord shall be entitled to receive
and retain the entire amount of insurance proceeds.
SECTION 17. ASSIGNMENT OR SUBLETTING. Notwithstanding any other
provisions of this Lease, Tenant shall have no right to assign this
Lease or sublet (which term, without limitation, shall include the
granting of concessions, licenses and the like) the whole or any part
of the Premises without in each instance having first received the
prior express written consent of Landlord, which consent shall not be
unreasonably delayed, conditioned or withheld. In any case where
Landlord shall so consent to such assignment or subletting, Tenant
shall remain fully liable to Landlord for all of the obligations
imposed upon Tenant under this Lease, including without limitation, the
obligation to pay the rent and other charges. Notwithstanding the
foregoing, Tenant shall have the right to sublease all or a portion of
the Premises, to permit occupancy of all or a portion of the Premises,
and to assign its interest in this Lease to any Affiliated Entity, as
hereinafter defined, without Landlord's consent, provided that Tenant
shall give Landlord written notice of any such sublease or assignment.
"Affiliated Entity" for purposes of this provision is defined as (a)
any entity which controls, is controlled by, or is under common control
with Tenant, (b) any entity that succeeds to Tenant's business by
merger, reorganization or other form of corporate reorganization, and
(c) any purchaser who acquires all or substantially all of the Tenant's
assets and/or stocks.
SECTION 18. ACCESS BY LANDLORD. Landlord or any person designated by
Landlord shall have the right to enter the Premises after reasonable
notification to Tenant for the purpose of inspecting the Premises or to make
repairs. For a period commencing one hundred eighty (180) days prior to the end
of the term of this Lease, Landlord shall have the right to enter the Premises
at any reasonable times, for the purpose of exhibiting the same to prospective
tenants or purchasers. Landlord shall at all times show due regard for Tenant's
reasonable security concerns.
SECTION 19. SUBORDINATION. This Lease is and shall be subject and
subordinate to any mortgages that may now exist or hereafter be placed
upon the Premises by Landlord, and to any and all advances to be made
thereunder, and all renewals, replacements, and extensions thereof.
This provision shall be self-operative, but Tenant shall, upon request,
execute and deliver any documents to confirm this subordination, as may
be desired by holders of such mortgages, and if requested by the
mortgagee, to agree not to prepay rent more than thirty (30) days in
advance, provided that the holder of such mortgage enters into a
non-disturbance agreement with Tenant by the terms of which such holder
agrees to recognize this Lease and not to disturb Tenant's possession
of the Premises hereunder so long as Tenant continues to perform all
obligations under this lease, and, in the event of acquisition of title
by such holder through foreclosure proceedings or otherwise, to accept
Tenant as tenant of the Premises under the terms and conditions of this
Lease and to perform Landlord's obligations under this Lease (but only
while owner of the Premises), and Tenant agrees to attorn to and
recognize such holder or any other person acquiring title to the
Premises as Landlord.
SECTION 20. ESTOPPEL CERTIFICATES. Tenant agrees, upon at least thirty
(30) days prior written request by Landlord from time to time, to execute,
acknowledge, and deliver to Landlord a written statement certifying that this
Lease is unmodified and in full force and effect (or that the same is in full
force and effect as modified, listing the modifications), the date to which rent
and other charges have been paid, and whether or not to the best of Tenant's
knowledge Landlord is in default hereunder (and if so, specifying the nature of
the default), it being intended that any such statement delivered pursuant to
this section may be relied upon by a prospective purchaser or mortgagee or
Landlord's interest in the Premises.
SECTION 21. DEFAULT. Tenant shall be in default under this Lease if:
(i) Tenant shall fail to pay any installment of rent or any other payment to
Landlord or other parties required herein, when due, and such failure shall
continue for a period of seven (7) days after Tenant's receipt of written notice
from Landlord; (ii) Tenant shall become insolvent or make a transfer in fraud of
creditors; (iii) a petition shall be filed against Tenant under any state or
federal bankruptcy or insolvency laws or under any similar law or statute of the
United States or any state, and not discharged within sixty (60) days after such
filing, or Tenant shall file such petition, or Tenant shall be adjudged bankrupt
or insolvent in any proceeding; (iv) any assignment shall be made of the
property of Tenant for the benefit of creditors, or a receiver, guardian,
conservator, trustee in involuntary bankruptcy or other similar officer shall be
appointed to take charge of all or any substantial part of Tenant's property, or
the estate hereby created shall be taken on execution or by other process of
law; (v) Tenant shall fail to comply with any covenant, term, or provision of
this Lease (other than the payment of rent and other charges) and shall not cure
such failure within thirty (30) days after written notice thereof to Tenant, or
such additional time as is reasonably required to correct such failure.
In case of any such default, and regardless of any waiver or consent to
any earlier event of default, Landlord, at its option, may exercise any and all
remedies available to Landlord at law or equity, all of such rights and remedies
to be cumulative and not exclusive, including without limitation the following:
Landlord may terminate this Lease, and Tenant shall quit and surrender
the Premises and remain liable as set forth below;
Landlord may immediately, or at any subsequent time, without demand or
further notice, reenter the Premises with or without process of law, and
repossess the Premises and expel Tenant and those claiming under Tenant, and
Landlord may remove any property from the Premises and store the same in any
warehouse, all at the expense and risk of Tenant, or may dispose of the same in
accordance with applicable law, and Tenant shall remain liable as set forth
below;
In the event of termination or re-entry after default, Tenant shall
pay Landlord as damages all rent, and other charges, payable under
this Lease up to the time of re-entry or termination, and all rent
that Tenant would have been required to pay until the expiration
of the then current term of this lease, whether or not the
Premises shall be relet, as and when due in accordance with the
provisions of this Lease, plus all expenses of re-entering,
repossession, and all expenses in connection with any reletting,
including without limitation expenses for altering and repairing
the Premises for any new tenant, attorneys' fees and brokers
commissions, less the net proceeds to Landlord of any reletting of
the Premises, and subject to Landlord's obligation to mititgate
damages under applicable law. Any suit brought by Landlord to
recover the damages due under this section shall not prejudice
Landlord' right to recover in any subsequent action brought for
any amount not previously reduced to judgment.
At any time after termination, whether or not Landlord shall have
collected any damages under (C) above, Landlord shall be entitled, at Landlord's
option, to obtain from Tenant, on demand, as liquidated final damages, an amount
equal to the present value to Landlord of the rent and other changes that would
have been payable by Tenant if this Lease had remained in effect until the
expiration of the current term, minus the fair rental value of the Premises for
the same period.
SECTION 22. ATTORNEYS' FEES. In the event of an action by either of the
parties hereto against the other to enforce any obligation under this Lease, the
prevailing party shall be entitled to recover its reasonable attorneys' fees and
expense from the other. If Landlord or any of Landlord's agents or employees
shall become a party to or participate in any judicial or administrative
proceeding which arises as a result of Landlord being a party to this Lease,
Tenant shall pay and indemnify
Landlord against all costs and charges, including reasonable attorneys'
fees, which Landlord or Landlord's agents or employees shall incur.
SECTION 23. RECORDING. This Lease shall not be recorded in any registry
of deeds or other public office, but each party agrees to execute, acknowledge,
and deliver, at the request of the other party, a memorandum of this Lease in
appropriate form for recording, in accordance with Maine statute. Such
memorandum will not set forth the rental or other charges payable by Tenant
under this Lease, and shall expressly state that it is not intended to vary the
terms or conditions of this Lease.
SECTION 24. NOTICES. Whenever by the terms of this Lease notice shall
or may be given to either party, such notice shall be in writing and shall be
sent by registered or certified mail, postage prepaid, to the addresses set
forth on the first page of this Lease, or such other address or addresses as
either party may from time to time hereafter designate by written notice to the
other. A copy of each notice to Tenant shall be sent to Fleet Legal Department,
Attn: Real Estate Counsel, MA BO F31B, X.X. Xxx 0000, Xxxxxx, XX 00000-0000.
SECTION 25. SEVERABILITY. If any term or provision of this Lease,
or the application thereof to any person or circumstance shall to any extent
be invalid or unenforceable for any reason, then the remainder of this Lease,
or the application of such term or provision to persons or circumstances other
than those as to which it is held invalid or unenforceable, shall not be
affected thereby, and each term or provision of this Lease shall be valid and
enforced to the fullest extent permitted by law.
SECTION 26. SUCCESSORS AND ASSIGNS. The conditions, covenants and
agreements in this Lease contained to be kept and performed by the parties
hereto shall be binding upon and inure to the benefit of said respective
parties, their legal representatives, successors and assigns. The term
"Landlord" as used in this Lease means only the owner for the time being
of the land and the buildings of which the Premises ar a part, so that in
the event of any sale or transfer of such land and buildings or of
this Lease, Landlord shall be and hereby is entirely released of all
covenants and obligations of Landlord hereunder, excepting such claims or causes
of action which accrued prior to the time of such sale or transfer.
SECTION 27. AUTHORIZATION. Landlord and Tenant each warrant and
represent to the other that they are authorized to enter into this Lease, that
the person or persons signing it are duly authorized to execute this Lease, and
that no other signature or approvals are necessary.
SECTION 28. GOVERNING LAW: This Lease shall be governed by and
construed in accordance with the laws of the State of Maine.
SECTION 29. BROKERS: Each party hereto represents that it has not
dealt with any real estate broker or agent in connection with the negotiation
of this Lease or the leasing of the Premises. Each party shall hold the other
harmless from all damages resulting from any claims that may be asserted
against the other party by any broker, finder, or other person or entity with
whom the other party has dealt.
SECTION 30. FORCE MAJEURE; In the event either party hereto shall be
delayed or hindered in or prevented from the performance of any act required
under this Lease by reason of adverse weather condition, strikes, lockouts,
labor troubles, inability to procure materials, failure of power, restrictive
governmental law or regulations, riots, insurrection, war or other reason of a
like nature not that fault of the party delayed in performing work or doing acts
required under the terms of this Lease, then the performance of such act shall
be excused for the period of the delay, and the period for the performance of
any such act shall be extended for a period equivalent to the period of the such
delay. The provisions of this Section 30 shall not (i) operate to excuse Tenant
from prompt payment of Tent, or any other payment required by the terms of this
Lease; (ii) be applicable to delays resulting from the inability of a party to
obtain financing or to proceed with its obligations under this Lease because of
a lack of funds; or (iii) delay or postpone any of the rights specifically
granted to Tenant hereunder based upon a time certain.
IN WITNESS WHEREOF, the parties have hereunto set their hands and
seals, in any number of counterparts, the day year first above written.
WITNESS: CABREL COMPANY
By (signature)
XXXXX X. XXXXXXX
Its President
Hereunto duly authorized
LANDLORD
FLEET BANK OF MAINE
By (signature)
Xxxxxxx X. Xxxxxxx
Its Vice President
Hereunto duly authorized
TENANT
The land, with all buildings thereon, located in Milo, County of Piscataquis,
State of Maine, bounded and described as follows:
Beginning at any iron pipe set in the ground at the intersection of the
generally southeasterly sideline of Main Street and generally northeasterly
sideline of Elm Street, thence South 66 degrees 51' East along the generally
northeasterly sideline of Elm Street one hundred then (110) feet, more or less,
to an iron pipe set in the ground; thence North 23 degrees 10' East ninety-seven
(97) feet to an iron pipe set in the ground; thence continuing on the same
course of North 23 degrees 10' East three (3) feet to an iron pipe set in the
ground; thence South 66 degrees 40' East a distance of one hundred twenty-seven
and seven tenths (127.7) feet to an iron pipe, said point being a witness
corner; thence same course a distance of two (2) feet to the center of a
thirty-six (36) inch Elm tree; thence North 28 degrees o5' East a distance of
ninety-eight (98) feet to an iron pipe thence North 67 degrees 45' West a
distance of one hundred three and five tenths (103.5) feet to an iron pip;
thence South 29 degrees 59' West a distance of forty-five (45) feet to an iron
pipe; thence North 65 degrees 28' West a distance of one hundred five and four
tenths (105.4) feet to an iron pipe; thence North 67 degrees 30' West a distance
of thirty (30) feet to the generally southeasterly sideline of said Main Street
one hundred fifty-one and five tenths (151.5) feet to the point of beginning.
The above description was prepared from a survey made of the above described
premises by Xxxx X. Xxxx, dated June 15, 1968, and all bearings are related to
true north.
