LEASE AGREEMENT
THIS LEASE AGREEMENT, made and executed this _____ day of _________,
2000, by and between ADMIRAL PROPERTIES, LLC, a Maryland Limited Liability
Company (hereinafter called the "Landlord") and COMMERCEFIRST BANCORP, INC., a
Maryland Corporation (hereinafter called the "Tenant").
WITNESSETH: That for and in consideration of the payment of the rent
and the prompt performance by Tenant of all of the covenants and agreements, to
be kept and performed by Tenant, and the mutual covenants herein, the parties
agree as follows:
1.1 DEFINITIONS. The following terms shall have the meanings set forth
below for all purposes in this Lease.
(a) Property: 0000 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000
(b) Premises: Suite 200 as shown on Exhibit A attached hereto.
(c) Rentable Square Feet: 8,102
(d) Lease Term: Five (5) years
(e) Lease Commencement Date: Xxxxx 0, 0000
(x) Delivery Date: The date the Premises are delivered to Tenant with
all Landlord Standard Improvements and Tenant Improvements completed as verified
by the City of Annapolis Building Inspection Department issuing a certification
of completion.
(g) Final Bank Approval Date: The date upon which all final federal
and state regulatory approvals are received by Tenant for the opening of
CommerceFirst Bank (hereinafter called "the Bank").
(h) Lease Expiration Date: April 30, 2005
(i) Lease Extension Rent: Seven Thousand and Zero/100 Dollars
($7,000.00) per month.
(j) Interim Rent: Ten Thousand Four Hundred Sixty Five and Eight/100
Dollars ($10,465.08) per month.
(k) Fixed Minimum Rent: One Hundred Fifty Three Thousand Nine Hundred
Thirty Eight and Zero/100 Dollars ($153,938.00) for the first lease year,
payable in equal monthly installments of Twelve Thousand Eight Hundred Twenty
Eight and Seventeen/100 Dollars ($12,828.17).
(l) Annual Minimum Rent Escalation Percentage: Three percent (3.0%)
(m) Pro-Rata Share for Operating Expenses and
Real Estate Taxes: 13.61%
(n) Security Deposit: Fifteen Thousand Dollars ($15,000.00)
(o) Regulatory Failure: The failure of Tenant to receive all necessary
and appropriate approvals from all federal and state bank and securities
regulatory authorities to open the Bank for business as a Maryland state
chartered, Federal Reserve Member commercial bank together with the reasonable
judgment of the Organizers of Tenant that such regulatory approvals are not
likely to be achieved in a reasonable period of time.
(p) Termination Date: The date on which Landlord receives written
notice from Tenant that Tenant shall terminate the Lease.
(q) Termination Fee: One hundred thousand and zero/100 dollars
($100,000.00)
(r) Bank Specific Expenses: Expenses paid or incurred by Landlord for
build-out items which are requested or specified by Tenant and which are unique
to Tenant's branch banking facility (as opposed to general office space
expenses) such as teller counters, security cameras, bank security systems,
special glass or teller counter enclosures and the like.
(s) Landlord's Standard Improvements: Construction items set forth in
Landlord's Building Standard Allowance memo attached hereto as Exhibit B.
(t) Tenant Improvements: Construction items that are not included in
Landlord Standard Improvements.
(u) Tenant Improvement Allowance: One Hundred Twenty One Thousand Five
Hundred Thirty and zero/100 Dollars ($121,530.00) in construction items.
(v) Operating Expense Cap: Fifty Cents per square foot ($0.50/sf)
(w) Permitted Use of Premises: General corporate offices and/or a
branch and other banking activities of the Bank.
(x) Tenant's Advertised Name: CommerceFirst Bank
(y) Address for Notices to Tenant: 0000 Xxxx Xxxxxx, Xxxxx 000,
Xxxxxxxxx, Xxxxxxxx 00000 with a copy to Xxxxxx X. Xxxxxxxx XX x/x XxXxxxx,
Xxxxx, Xxxxxxxx & Xxx, 000 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000
(z) Address for Notices to Landlord: c/o The Loughlin Management
Group, Inc., 00 Xxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000
(aa) Tenant's Employer ID Number: _____________________
(bb) Guarantor(s):_____________________________________________________
(cc) Address(es) of Guarantor(s):______________________________________
________________________________________________________________________________
1.2. ATTACHMENTS. This Lease includes and incorporates the following
additional documents (check if applicable): ___ Addendum to Lease; ___ Guaranty
of Lease; ___ Certificate Affirming Lease Commencement Date; _____ Rules &
Regulations.
2. PREMISES. Landlord does lease, let, and demise to Tenant and Tenant
hereby leases from Landlord, the Rentable Square Feet in the Premises at the
Property as set forth in Section 1.1 above.
3. TERM. The Term of the Lease as set forth in Section 1.1 above shall
commence on the Lease Commencement Date and end on the Lease Expiration Date as
set forth in Section 1.1 above. Should the Lease Commencement Date fall other
than on the first day of the month, all rents due hereunder for that month shall
be pro-rated proportionately for that month and the full Term shall be the
number of years set forth in Section 1.1 (d) above plus the portion of a month
remaining from the Lease Commencement Date until the last day of that month.
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(a) Termination. This Lease shall terminate at the end of the
Term without the necessity of any notice from either Landlord or Tenant to
terminate the same, and Tenant hereby waives notice to vacate or quit the
Premises. For the period of six (6) months prior to expiration of the Term,
Landlord shall have the right to display on the exterior of the Premises a "For
Rent" sign. During said period Landlord may show the Premises and all parts
thereof to prospective tenants during normal business hours. If Tenant shall be
in possession of the Premises at the end of the term with the consent and
permission of Landlord, the tenancy under this Lease shall become month to
month, terminable by either party on thirty (30) days notice.
(b) Holding Over. Tenant agrees to vacate the Premises at the
end of the Term, and Landlord shall be entitled to the benefit of all summary
proceedings to recover possession of the Premises at the end of the Term, as if
statutory notice had been given. Should Tenant remain in possession of all or
any part of the Premises after the expiration of the Term, such action shall not
renew the Lease by operation of law and nothing herein shall be deemed as a
consent by Landlord to Tenant's remaining in the Premises, and such holding over
shall, in the absence of a written agreement to the contrary, be deemed to have
created and be construed to be a tenancy from month to month terminable on
thirty (30) days' written notice from either party to the other, at a monthly
rental equal to the total of: (1) 150% of the monthly installment of Fixed
Minimum Rent (as adjusted) and payable during the last month of the Term; (2)
Tenant's Pro-Rata Share as set forth in Section 1.1 above of operating expenses;
(3) Tenant's Pro-Rata Share as set forth in Section 1.1 above of real estate
taxes; and (4) all other charges under this Lease. Tenant shall otherwise be
subject to all of the other terms, covenants, and conditions of this Lease
insofar as the same may be applicable to a month to month tenancy.
4. RENT. Commencing on the Lease Commencement Date and ending on the
Delivery Date, Tenant covenants and agrees to pay Landlord Interim Rent as set
forth in Section 1.1 above. Commencing on the Delivery Date and throughout the
Term, Tenant covenants and agrees to pay Landlord the Fixed Minimum Rent as set
forth in Section 1.1 above, in advance, on the first day of each month during
the term of this Lease at the office of Landlord or such other place as Landlord
may designate, without any set off or deduction whatever. If the Rent
Commencement Date or Delivery Date shall be a date other than the first day of
the calendar month, Tenant shall on the Rent Commencement Date or the Delivery
Date pay Landlord an amount equal to such proportion of an equal monthly
installment as the number of days from the Rent Commencement Date or Delivery
Date to the end of the calendar month in which such date occurs bears to the
total number of days in such calendar month, and such payments shall represent
the pro rata rent for the Rent Commencement Date or Delivery Date to the end of
such calendar month. The Fixed Minimum Rent above shall be increased but never
decreased beginning with the second year of the Term hereof and every year
thereafter for the remaining Term and all renewal terms hereof by the Annual
Minimum Rent Escalation Percentage as set forth in Section 1.1(i) above.
(a) Additional Rent.
(1) Operating Expenses. Tenant covenants and agrees
to pay Additional Rent to Landlord for Tenant's Pro Rata Share of operating
expenses. Operating expenses shall mean the total costs and expenses paid or
incurred by Landlord in connection with the management, operation, maintenance,
and repair of the Property and buildings, including, without limitation, (i)
cost of all common area electricity and utilities, cost of insurance, and the
costs of supplies and equipment, maintenance, service contracts in connection
therewith; (ii) the cost of repairs and general maintenance cleaning; (iii)
fees, charges, and other costs of all independent contractors engaged by
Landlord, or reasonably charged by Landlord if Landlord performs management
services in connection with the property; (iv) and any other expenses of any
other kind whatsoever reasonably incurred in maintaining, and repairing the
Property.
Tenant's Additional Rent with respect to
operating expenses for each calendar year of the Term shall be that portion of
operating expenses equal to the amount computed by applying to operating
expenses a fraction having as its numerator the Rentable Square Feet of the
Premises and as its denominator the total Rentable Square Feet of the Property,
known as Tenant's Pro-Rata Share. For purposes of the above computation, the
Rentable Square Feet of the Property is Fifty Nine Thousand Five Hundred Twenty
Three (59,523) square feet, subject to change
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based upon remeasurement and/or expansion of the Property. As to any calendar
year a portion only of which is contained in the Term, Tenant's obligation for
Additional Rent shall be prorated on the basis of the actual number of days in
the portion of such calendar year contained in the Term.
Tenant shall pay to Landlord Additional Rent
in the following manner: During the first calendar year, or the portion of the
year commencing on the Delivery Date, of this Lease, Tenant shall pay to
Landlord on the first day of each calendar month one-twelfth (1/12) of the
amount as estimated by Landlord. If operating expenses increase so that Tenant's
Pro-Rata Share exceeds the amount paid by Tenant during any year, then the
foregoing amount may be adjusted by Landlord at the end of any calendar year on
the basis of Landlord's experience and/or reasonably anticipated cost. Within a
reasonable time following the end of each calendar year, Landlord shall furnish
Tenant a statement covering the calendar year just expired, certified as correct
by a certified public accountant or an officer of Landlord, showing the total
operating expenses, Tenant's Pro-Rata Share of operating expenses for such
calendar year and the payments made by Tenant with respect to such calendar year
as set forth in this paragraph. If said operating expenses exceed Tenant's
payments so made, Tenant shall pay Landlord the deficiency within ten (10) days
after receipt of said statement. If said payments exceed Tenant's Pro-Rata Share
of operating expenses, Tenant shall be entitled to offset the excess against
payments thereafter to become due to Landlord as set forth in this paragraph.
During the initial Term of the Lease, Tenant's pro-rata share of the Operating
Expenses, excluding insurance, shall not exceed the Operating Expense Cap set
forth in Section 1.1 above.
(2) Real Estate Taxes. Tenant shall pay in each
calendar year during the Term, as Additional Rent, its Pro-Rata Share of all
real estate taxes. The Pro-Rata Share of real estate taxes shall be paid by
Tenant to Landlord as Additional Rent within thirty (30) days of the receipt by
Tenant of written notice from Landlord setting forth such amount. Real estate
taxes shall mean all taxes, assessments, and charges levied upon, or with
respect to, the Property or any personal property of Landlord used in the
operation thereof, or Landlord's interest in the Property or such personal
property. Real estate taxes shall include, without limitation, all general real
estate property taxes and general and special assessments, charges, fees, or
assessments for transit, housing, police, fire, or other governmental services
or proported benefits to the property, service payments in lieu of taxes, and
any tax, fee, or excise on the act of entering into this Lease or any other
lease of space in the property, or use or occupancy of the building or any part
thereof, or on the rent payable under any lease or connection with the business
of renting space in the building, that are now or hereafter levied or assessed
against Landlord by the United States of America, the State of Maryland, Xxxx
Arundel County, or any other political subdivision, public corporation, district
or other political or public entities. Real estate taxes shall also include any
other tax, fee or other excise, however described, that may be levied or
assessed as a substitute for or as an addition to, in whole or in part, any
other real estate taxes, where they are not now customary or in the
contemplation of the parties on the date of the signing of this Lease. Real
estate taxes shall also include reasonable legal fees, costs, and disbursements
incurred in connection with proceedings to contest, determine, or reduce real
estate taxes.
For the year in which the Term commences, the provisions of
this section shall also apply, but Tenant's liability for its Pro-Rata Share of
real estate taxes for such year shall be subject to a pro rata adjustment based
upon the number of days of such calendar year falling after the Delivery Date.
For the year in which the Term terminates, the provisions of
this section shall also apply, but Tenant's liability for its Pro-Rata Share of
real estate taxes for such year shall be subject to a pro rata adjustment based
upon the number of days of such calendar year falling within the Term.
(b) Other Payments. Additional Rent is the amount of any
payment called for in any provision of this Lease which accrues while this Lease
is in effect (which Additional Rent shall include any and all charges or other
amounts which Tenant is obligated to pay to Landlord under any of the provisions
of this Lease other than the Fixed Minimum Rent).
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(c) Payment of Rent. Tenant shall pay all rent when due and
payable, without any set off, deduction or prior demand thereof whatsoever, at
the address set forth in Section 1(o), or such other address of which Landlord
notifies Tenant in writing. Any rent which is not paid within ten (10) days
after the same is due shall bear a five percent (5%) late fee. Tenant shall pay
an additional five percent (5%) late fee in each succeeding month during which
the rent remains delinquent as of the first day of such month. Additional Rent
which shall become due shall be payable, unless otherwise provided herein, with
the next installment of Fixed Minimum Rent. The acceptance by Landlord of a
check for lesser amount with an endorsement or statement thereon, or upon any
letter accompanying such check, that such lesser amount is payment in full,
shall l be given no effect, and Landlord may accept such check, without
prejudice to any other rights or remedies which Landlord may have against
Tenant.
5. SECURITY DEPOSIT. Tenant, upon the execution of this Lease, does
hereby deposit with Landlord a security deposit as set forth in Section 1.1
above, which shall be retained by Landlord as security for the payment by Tenant
of the rent herein agreed to be paid and for the faithful performance of the
covenants contained in this Lease. If at any time Tenant shall be in default
under any of the provisions of the Lease, Landlord shall be entitled, at its
sole discretion, to retain the security deposit and apply all or part of said
security deposit on account of any unpaid rent, or against any damage due to any
breach or default by Tenant of any provisions of this Lease, or against the cost
of repairs of any damage to the Premises and the Property by Tenant, its agents,
servants, employees, concessionaires, officers, licensees, invitees or
contractors. Any portion of such security deposit not retained by Landlord shall
be returned to Tenant in the month following the original Lease Expiration Date
as set forth in Section 1.1 above, whether or not Tenant exercises any renewal
options. The security deposit will not bear interest.
6. USE. Tenant shall occupy the Premises upon commencement of the term
and thereafter its continued Permitted Use of the Premises will be as set forth
in Section 1.1 above, and for no other use whatsoever. Tenant covenants that
said use is expressly permitted by the BCE zoning district of the City of
Annapolis which is the zoning classification of the Property at the time of the
signing of this Lease. Unless Landlord agrees to the contrary, Tenant shall
conduct business only under Tenant's Advertised Name as set forth in Section 1.1
above.
7. IMPROVEMENTS.
(a) Acceptance. Tenant's occupancy of the Premises shall
constitute acknowledge-ment that the Premises are ready for occupancy hereunder,
and acceptance of said Premises by Tenant.
(b) Mechanics Lien. No work which Landlord permits Tenant to
do pursuant to this Lease, whether in the nature of erection, construction,
alteration and repair, shall be deemed to be for the immediate use and benefit
of Landlord so that no mechanics lien or other lien shall be allowed against the
estate of Landlord by reason of any consent given by Landlord to improve the
Premises. Tenant shall pay promptly all persons furnishing labor or materials
with respect to any work performed by Tenant or its contractor on or about the
Premises. In the event any mechanics or other lien shall anytime be filed
against the Premises by reason of work, labor, services and materials performed
or furnished, or alleged to be performed or furnished to Tenant or anyone
holding the Premises through or under Tenant, then Tenant shall forthwith cause
the same to be discharged of record or bonded to the satisfaction of Landlord.
If Tenant shall fail to cause such lien forthwith to be so discharged or bonded
after being notified of the filing thereof, then, in addition to any right or
remedy of Landlord, Landlord may discharge the same by paying the amount claimed
to be due, and the amount so paid by Landlord, including reasonable attorney's
fees incurred by Landlord in procuring the discharge of such lien, together with
interest thereon at eighteen percent (18%) per annum shall be due and payable by
Tenant to Landlord as Additional Rent.
(c) Tenant's Fixtures. All trade fixtures and apparatus (as
distinguished from leasehold improvements which are improvements made by or for
Landlord which remain with and become part of the Property) owned by Tenant and
installed in the Premises shall remain the property of Tenant and may be removed
at anytime, including upon the expiration of the Term; provided Tenant shall not
at such time be in default of any terms or covenants of this Lease; and
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provided further that Tenant shall repair any damage to the Premises caused by
the removal of said fixtures. If Tenant is in default, Landlord shall have the
benefit of any applicable lien upon Tenant's property located in or on the
Premises as may be permitted under the laws of the State of Maryland and in the
event such lien is asserted by Landlord in any manner or by operation of law,
Tenant shall not remove or permit the removal of said property until the lien
has been removed and all defaults have been cured.
8. TENANT'S COVENANTS. In regard to the use and occupancy of the
Premises, Tenant covenants at its expense to: (a) keep the inside and outside of
all glass on the doors and windows to the Premises clean; (b) replace promptly
any cracked or broken glass of the Premises with glass of like kind and quality;
(c) maintain the Premises in a clean, orderly and sanitary condition and free of
insects, rodents, vermin, and other pests; (d) keep any garbage, trash, rubbish
or other refuse in a rodent proof contained or containers within the interior of
the Premises until removed; (e) keep all mechanical apparatus free of vibration
and noise which may be transmitted beyond the Premises; (f) comply with all
laws, ordinance, rules, and reasonable recommendations of Landlord's insurance
rating organization now or hereafter in effect; (g) comply and observe all rules
and regulations established by Landlord from time to time which apply generally
to all tenants of the Property.
9. SIGN. Tenant will not place or suffer to be maintained on either a
temporary or permanent basis any sign or other advertising matter in the windows
or doors or on the exterior of the building nor on any part of the Property
without the previous written consent of Landlord, which consent shall not be
unreasonably delayed or withheld. Any sign placed without Landlord's written
consent may be removed or caused to be removed by Landlord at Tenant's expense.
10. REPAIRS.
(a) Landlord's Repairs. Landlord, at its expense, will make,
or cause to be made repairs to; (i) structural repairs to exterior walls,
structural columns and structural floor which collectively enclose the Premises
(excluding, however, all doors, door frames, door fronts, windows and glass) and
(ii) the roof over the Premises. Landlord shall be obligated to make the said
repairs only if Tenant shall have given Landlord notice of the necessity for
such repairs and provided that the necessity for such repairs shall not arise
from or shall be caused by the negligence or willful acts of Tenant, its agent,
concessionaires, officers, employees, licensees, invitees, or contractors.
(b) Tenant Repairs. All repairs to the Premises or any
installations, equipment or facilities therein, other than those repairs
required to be made by Landlord pursuant to Section 10(a) shall be made by
Tenant at its expense, with Landlord's approval and review. Without limiting the
generality of the foregoing, Tenant shall keep the interior of the Premises,
together with all electrical, plumbing and other mechanical installations that
serve the Premises, whether such installations are located inside or outside of
the Premises, in good order and repair and will make all replacements from time
to time required thereto at its expense; and will surrender the Premises at the
expiration of the term or at such other time as it may vacate the Premises, in
as good condition as when received, except depreciation caused by ordinary wear
and tear, damage by casualty (other than damage by casualty which is caused by
the negligence of Tenant, its agents, concessionaires, officers, employees,
contractors, licensees, or invitees, or unavoidable accident or act of God).
Tenant will not overload the electrical wiring servicing the Premises or within
the Premises, and will install at its expense, subject to the prior written
consent of Landlord, any additional electrical wiring which may be required in
connection with Tenant's apparatus, occupation or use of the Premises. Any
damage or injuries sustained by any person because of mechanical, electrical, or
plumbing or any other equipment or installations, whose maintenance and repairs
shall be the responsibility of Tenant, shall be paid for by Tenant, and Tenant
shall indemnify and hold Landlord harmless from and against all claims, actions,
damages, and liability in connection therewith, including, but not limited to,
attorneys and other professional fees, and any other costs which Landlord may
reasonably incur.
11. ALTERATIONS BY TENANT. Tenant will not make any alterations,
renovations, improvements or other installations in, on or to the Premises or
any part thereof (including without limitation, any alterations of the store
front or sides, structural alterations, or any cutting or drilling into any part
of the Premises or any securing of any fixtures,
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apparatus, or equipment of any kind to any part of the Premises) unless or until
Tenant shall have caused plans and specifications therefore to have been
prepared, at Tenant's expense, by an architect, or other duly qualified person
and shall have obtained Landlord's prior written approval thereof.
12. COMMON AREAS. Landlord grants to Tenant and its agents, employees,
and customers, a non-exclusive license to use the common areas in common with
others during the Term, subject to the exclusive control and management thereof
at all times by Landlord.
Landlord will operate and maintain, or will cause to be
operated and maintained, the common areas in a manner deemed by Landlord to be
reasonable and appropriate and in the best interests of the Property. Landlord
will have the right (i) to establish, modify and enforce reasonable rules and
regulations with respect to the common areas; (ii) to enter into, modify and
terminate easements and other agreements pertaining to the use and maintenance
of the parking and common areas; (iii) to close temporarily any or all portions
of the common areas; (iv) to discourage non-customer parking; and (v) to do and
perform such other acts in and to said areas and improvements as, in the
exercise of good business judgment, Landlord shall determine to be advisable.
Tenant shall not use the parking lots for any purpose other than to park allowed
vehicles.
13. UTILITIES, HEAT, AIR CONDITIONING AND HOT WATER. Landlord will
provide to the Premises connections so that Tenant may obtain separately metered
electricity. Tenant will be responsible for the cost of such service, including,
but not limited to, that required for heat, air conditioning and hot water.
Tenant will arrange for electrical, telephone and other such services in its own
name, and indemnify Landlord for all charges or claims for such services,
including attorney's and other professional fees. The Premises shall also be
provided with water on a single meter for the Property. Tenant shall reimburse
Landlord for its pro-rata share of the Property's water expenses. Such water
expenses shall be included in the Operating Expenses set forth in Section
4(a)(1) above.
14. INDEMNITY. Tenant agrees to indemnify Landlord from any and all
claims, actions, damages, liability and expense, including attorney's and other
professional's fees, in connection with the loss of life, personal injury and/or
property damage arising out of the occupancy or use of Tenant of the Premises,
regardless of whether such claims are made by Tenant or a third party. Tenant
acknowledges that the Premises are within its sole and exclusive control for
purposes of this section.
(a) Waiver of Subrogation Rights. Tenant agrees to and does
hereby waive any and all rights it or a party claiming through it may have to be
subrogated to a claim covered under this Section 14, and Tenant does further
agree now and forever after to waive any right its insurer may have against
Landlord, solely by virtue of subrogation, Tenant waiving on behalf of such
insurer(s) all claims unless such claims result from the gross negligence of
Landlord.
(b) Release of Landlord for Acts of Others. Landlord shall not
be responsible or liable to Tenant, or to those claiming by, through or under
Tenant, for any loss or damage which may be occasioned by or through the acts or
omissions of persons occupying space adjoining the Premises or any part of the
Premises adjacent to or connecting with the Premises or any other part of the
Property unless such loss or damage results from the gross negligence of
Landlord.
15. INSURANCE. At all times after the execution of this Lease, Tenant
will take out and keep in force, at its expense, in a standard company for the
protection of itself and Landlord, naming Landlord as additional insured:
(a) Public liability insurance, including insurance against
assumed or contractual liability, with respect to the Premises, to afford
protection to the limit, for each occurrence, of not less than Three Million
Dollars ($3,000,000.00) with respect to personal injury or death, and Five
Hundred Thousand Dollars ($500,000.00) with respect to property damage, or one
hundred percent (100%) of the replacement value of all alterations, inventory,
fixtures, equipment, personal property, floor coverings and furnishings
installed in and located on the Premises if such replacement value exceeds
$500,000.
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(b) All-risk casualty insurance, written at replacement cost
value and with replacement cost endorsement covering all of Tenant's personal
property in the Premises (including, without limitation, inventory, trade
fixtures, floor coverings, furniture and other property removable by Tenant
under the provisions of this Lease) and all leasehold improvements installed in
the Premises; and
(c) If and to the extent required by law, workmen's
compensation or similar insurance in form and amounts required by law.
(d) Each such policy shall: (i) be issued by a company which
is licensed to do business in the jurisdiction in which the Property is located
and which shall otherwise be acceptable to Landlord in its reasonable
discretion; (ii) contain an endorsement that such policy shall remain in full
force and effect notwithstanding that the insured may have waived its right of
action against any party prior to the occurrence of a loss, and shall provide
that the insurer thereunder waives all right of recovery by way of subrogation
against Landlord, its partners, agents, employees and representatives, in
connection with any loss or damage covered by such policy; (iii) be acceptable
in form and content to Landlord; (iv) be primary and non-contributory; and (v)
contain an endorsement prohibiting cancellation, failure to renew, reduction of
amount of insurance or change in coverage without the insurer's first giving
Landlord at least thirty (30) days prior written notice (by certified or
registered mail, return receipt requested) of such proposed action. No such
policy shall contain any deductible provisions except as otherwise approved in
writing by Landlord. Tenant shall deliver a certificate of insurance (and, upon
request, copies of all required insurance policies, including endorsements and
declarations) to Landlord on or before the Lease Commencement Date and at least
annually thereafter.
Tenant will not do or suffer to be done, or keep or suffer to
be kept, anything in, upon or about the Premises which will contravene
Landlord's policies of hazard or liability insurance or which will prevent
Landlord from procuring such policies in companies acceptable to Landlord.
16. LANDLORD'S OBLIGATION TO REPAIR AND RECONSTRUCT.
(a) Generally. If the Premises shall be damaged by fire, the
elements, accident or other casualty (any such causes being referred to herein
as a "Casualty"), but the Premises shall not be thereby rendered wholly or
partially untenantable, Landlord shall promptly cause such damage to be repaired
and there shall be no abatement of rent. If, as the result of casualty, the
Premises shall be rendered wholly or partially untenantable, then subject to the
provisions of this Section 16, Landlord shall cause such damage to be repaired
and all rent (other than any Additional Rent due Landlord by reason of Tenant's
failure to perform any of its obligations hereunder) shall be abated
proportionately as to the portion of the Premises rendered untenantable during
the period that Tenant is deprived of the use of the damaged portion of the
Premises. All such repairs shall be made at the expense of Landlord, but
Landlord shall not be required to perform any work beyond that which is the
property of Landlord known as the Premises and Landlord's obligations to repair
damage shall not exceed the proceeds of insurance available to Landlord reduced
by any proceeds retained pursuant to the rights of a mortgagee, as hereinafter
defined. Landlord shall not be liable for interruption to Tenant's business or
for damage to or replacement or repair of Tenant's personal property or to any
leasehold improvements installed in the Premises by or for Tenant, all of which
damage, replacement or repair shall be undertaken and completed by Tenant
promptly.
All injury or damage to the Premises or the Property resulting from the
fault or negligence of Tenant shall be repaired by Tenant at Tenant's expense
and rent shall not xxxxx. If Tenant shall fail to do so, or if Landlord shall so
elect, Landlord shall have the right to make such repairs and any expenses so
incurred shall be paid by Tenant.
(b) Landlord's Option to Terminate Lease. If the Premises are
(i) rendered wholly untenantable, or (ii) damaged as a result of any cause which
is not covered by Landlord's insurance or (iii) damaged or destroyed in whole or
part during the last two (2) years of the Term, or (iv) if the Property is
damaged to the extent of fifty percent (50%) or more of the floor area thereof,
then in any of such events, Landlord may elect to terminate this Lease by giving
to Tenant
8
notice of such election within ninety (90) days after the occurrence of such
event. If such notice is given, the rights and obligations of the parties shall
cease as of the date of such notice, and rent (other than any Additional Rent
due Landlord by reason of Tenant's failure to perform any of its obligations
hereunder) shall be adjusted as of the date of such termination.
17. CONDEMNATION AWARDS. If the entire Premises shall be condemned for
public purposes, or in the event Landlord shall convey the Property, or a
portion thereof, to any public authority in settlement of a threat of
condemnation, the Rent shall be adjusted to the date of such taking or
conveyance and this Lease shall thereupon terminate. If only a portion of the
Premises or Property shall be so taken or conveyed, then, at Landlord's sole
discretion, this Lease may be terminated. If Landlord does not terminate this
Lease then this Lease shall not terminate, but effective as of the date of such
taking or conveyance, the Rent hereunder shall be abated in an amount
proportionate to the area of the Premises taken or conveyed. All compensation
awarded for any taking of the Premises or the Property or any interest in either
shall belong to and be the property of Landlord, Tenant hereby assigning to
Landlord all rights with respect thereto; provided, however, nothing contained
herein shall prevent Tenant from applying for reimbursement from the condemning
authority (if permitted by law) for moving expenses, or the expense of removal
of Tenant's trade fixtures, or loss of Tenant's business good will. If such
evacuation by Tenant reduces the amount of the award or other compensation
otherwise recoverable from the condemning authority by Landlord or the owner of
the fee simple estate in the Property, then Tenant agrees to make prompt
reimbursement to Landlord therefor. Tenant shall have no claim against Landlord
as a result of such taking.
18. ASSIGNMENTS AND SUBLETTING. Tenant will not assign this Lease, in
whole or in part, nor sublet all or any part of the Premises, nor license
concessions or lease departments therein, nor shall any assignment of this Lease
be effected by operation of law or in any other manner without first obtaining
the written consent of Landlord. Consent by Landlord to any assignment or
subletting shall not constitute a waiver of the requirement for such consent to
any subsequent assignment or subletting.
No consent by Landlord to any assignment or sublease by Tenant
shall relieve Tenant of any obligations of Tenant under this Lease, whether
arising before or after the assignment or sublease. Any assignment or sublease
that is not in compliance with this Section 18 shall be void and, at the option
of Landlord, shall constitute a material default by Tenant under this Lease.
Acceptance of any rent by Landlord from a proposed assignee or subtenant or
other transferee, shall not constitute consent by Landlord to any assignment or
sublease to, or any recognition of any assignee, subtenant or transferee, or a
waiver by Landlord of any failure of Tenant to comply with the requirements of
this Section 18.
Each assignee, subtenant, or transferee, other than Landlord,
shall assume all obligations of Tenant under this Lease and shall be and remain
jointly and severally liable with Tenant for payment of rent, Additional Rent
and the performance of all terms, covenants, conditions and agreements herein
contained on Tenant's part to be performed for the Term. No assignment shall be
binding on Landlord unless Tenant or other party to an assignment shall deliver
to Landlord a counterpart of the assignment and an instrument in recordable form
that contains the covenant of assumptions by the transferee which is
satisfactory in substance and form to Landlord and consistent with the
requirements of this Lease. Tenant shall reimburse Landlord on demand for any
costs that may be incurred by Landlord in connection with any proposed
assignment or sublease, including, without limitation, the cost of investigating
the proposed transferee and the legal costs incurred in connection with the
granting of any requested consent. In the event Landlord consents to any
assignment or sublease by Tenant and rents due under that assignment or sublease
is greater than the one due Landlord by Tenant under this Lease then Tenant
shall pay the excess to Landlord.
If Tenant is a corporation, the filing of Articles of Transfer
or Articles of Merger with the State Department of Assessments and Taxation, or
the failure to do so when Tenant would otherwise be so legally required, or any
merger, consolidation, or other transaction constituting an assignment by
operation of law, of the assets of this corporation will at the election of
Landlord constitute an unauthorized assignment of this Lease.
9
Provided that Tenant has complied with the terms of this
Section, Landlord shall not unreasonably delay or withhold its approval of a
transfer of the Lease in conjunction with a merger or consolidation of Tenant's
business to a financially qualified entity.
Notwithstanding the other provisions of this Section, Landlord
acknowledges that Tenant is a holding company for the Bank, a Maryland state
chartered commercial bank in the process of organization. Landlord agrees that
Tenant may, without further approval of Landlord assign the Lease to the Bank
upon completion of its organizational process and the granting of all final
regulatory approvals for the Bank to begin operations as a commercial bank.
Tenant will provide Landlord notice of such assignment.
19. DEFAULT. Any one or more of the following events shall constitute
an "Event of Default".
(a) The sale of Tenant's interest in the Premises under
attachment, execution or similar legal process.
(b) The filing of a petition proposing the adjudication of
Tenant or any guarantor of Tenant's obligations hereunder as bankrupt or
insolvent or the reorganization of Tenant or any such guarantor or an
arrangement by Tenant or any such guarantor with its creditors, whether pursuant
to the Federal Bankruptcy Act of any similar federal or state proceeding, unless
such petition is filed by a party other than Tenant or any such guarantor and is
withdrawn or dismissed within thirty (30) days after the date of this filing.
(c) The admission in writing by Tenant or any such guarantor
of its inability to pay its debts when due.
(d) The appointment of a receiver or trustee for the business
or property of Tenant or any such guarantor, unless such appointment shall be
vacated within ten (10) days of its entry.
(e) The making by Tenant or any such guarantor of an
assignment for the benefit of its creditors.
(f) The failure of Tenant to pay any rent, which includes
Additional Rent or other sum of money when the same is due hereunder.
(g) Default by Tenant in the performance or observance of any
covenant or agreement of this Lease (other than a default involving the payment
of money), which default is not cured within ten (10) days after the giving of
notice thereof by Landlord, unless such default is of such nature that it cannot
be cured within such ten (10) day period, in which no Event of Default shall
occur so long as Tenant shall commence the curing the default within such ten
(10) day period and shall thereafter diligently prosecute the curing of the
same.
20. REMEDIES. Upon the occurrence and continuance of an Event of
Default, Landlord, without notice to Tenant in any instance (except where
expressly provided for below) may do any one or more of the following:
(a) Landlord may sell at public or private sale all or any
part of the goods, chattels, fixtures and other personal property belonging to
Tenant which are or may be put unto the Premises during the Term, whether exempt
or not from sale under execution or attachment (it being agreed that said
property shall at all times be bound with a lien in favor of Landlord and shall
be chargeable for all Fixed Minimum Rent and Additional Rent and for the
fulfillment of the other covenants and agreements herein contained) and apply
the proceeds of such sale, first, to the payment of all costs and expenses of
conducting the sale or caring for or storing said property; second, toward the
payment of any indebtedness for Fixed Minimum Rent and Additional Rent, which
may be or may become due from Tenant to Landlord; and third to pay to Tenant, on
demand in writing, any surplus remaining after all indebtedness of Tenant to
Landlord has been fully paid.
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(b) Landlord may perform, on behalf and at the expense of
Tenant, any obligation of Tenant under this Lease which Tenant has failed to
perform and of which Landlord shall have given Tenant notice, the cost of which
performance by Landlord, together with interest thereon at 18% from the date of
such expenditure, shall be deemed Additional Rent and shall be payable by Tenant
to Landlord upon demand.
(c) Landlord may elect to terminate this Lease and the tenancy
created hereby by giving notice of such election to Tenant, and may re-enter the
Premises, by summary proceedings or otherwise, and may remove Tenant and all
other persons and property from the Premises, and may store such property in a
public warehouse or elsewhere at the cost of any for the account of Tenant
without resort to legal process and without Landlord being deemed guilty of
trespass or becoming liable for any loss or damage occasioned thereby.
(d) Landlord may exercise any other legal or equitable right
or remedy which it may have.
Notwithstanding the provisions of clause (b) above and
regardless of whether an Event of Default shall have occurred, Landlord may
exercise the remedy described in clause (b) without any notice to Tenant if
Landlord, in its good faith judgment, believes it would be materially injured by
failure to take rapid action or if the unperformed obligation of Tenant
constitutes an emergency.
If this Lease is terminated by Landlord pursuant to this
Section 20, Tenant nevertheless shall remain liable for any Fixed Minimum Rent,
Additional Rent and damages which may be due or sustained before and after such
termination, and all reasonable costs, fees and expenses incurred by Landlord in
pursuit of its remedies hereunder, or in renting the Premises to others from
time to time.
21. WAIVER OF TRIAL BY JURY. Landlord and Tenant do hereby waive a
trial by jury in any action, proceeding or counterclaim brought by either of the
parties hereto against the other on any matters whatsoever arising out of, or in
any way connected with, this Lease, the relationship of Landlord and Tenant,
Tenant's use or occupancy of the Premises and/or any claim of injury or damage
and any emergency statutory or any other statutory remedy. The parties agree to
restrict the filing of any lawsuits to the state courts of Maryland.
22. LEGAL PROCEEDINGS. In the event legal proceedings are instituted
against Tenant by Landlord, either for payment of rent or for possession, then
Tenant agrees to pay all Court costs instant to such proceedings, together with
reasonable attorney's fees.
23. SUBORDINATION AND ATTORNMENT. Unless a Mortgagee (as hereinafter
defined) shall otherwise elect, Tenant's rights under this Lease are and shall
remain subject and subordinate to the operation and effect of (a) any lease of
land or of land and buildings in a sale-leaseback transaction involving the
Premises, or (b) any mortgage, deed of trust or other security instrument
constituting a lien upon the Premises, whether the same shall be in existence at
the date hereof or created hereafter, any such lease, mortgage, deed of trust or
other security instrument being referred to herein as a "Mortgage" and the party
or parties having the benefit of the same, whether as lessor, mortgagee, trustee
or noteholder, being referred to herein as "Mortgagee". Tenant's acknowledgment
and agreement of subordination provided for in this Section 23 is self-operative
and no further instrument of subordination shall be required; however, Tenant
shall execute such further assurances thereof as shall be requisite or as may be
requested from time to time by Landlord or Mortgagee.
If any person shall succeed to all or part of Landlord's
interest in the Premises, whether by purchase, foreclosure, deed in lieu of
foreclosure, power of sale, termination of lease, or otherwise, and if so
requested or required by such successor in interest, Tenant shall attorn to such
successor in interest and shall execute such agreement in confirmation of such
attornment as such successor in interest shall reasonably request. In the event
of a request by Landlord or Mortgagee, Tenant will execute an Estoppel
Certificate containing such information as Landlord or Mortgagee may reasonably
request.
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24. SEVERABILITY. If any term or provision, or any portion thereof, of
this Lease, or the application thereof to any person or circumstances shall to
any extent be invalid or unenforceable, 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 and provision of this Lease shall be valid and be
enforced to the fullest extent permitted by law.
25. BROKER'S COMMISSION. Property Management Company represents the
Landlord in this Lease. Tenant has not engaged the services of any brokers,
investment bankers or other parties who may suppose themselves entitled to a
commission on the transaction. Each of the parties represents and warrants that
there are no other claims for brokerage commissions or finder's fees in
connection with the execution of this Lease, and agrees to indemnify the other
against, and hold it harmless from, all liability arising from any such claim
including, without limitation, the cost of counsel fees in connection therewith.
26. INSPECTIONS BY LANDLORD. Tenant will permit Landlord, its agents,
employees and contractors to enter all parts of the Premises during Tenant's
business hours to inspect the same and to enforce or carry out any provision of
this Lease and will permit Landlord access at any time in the event of an
emergency.
27. NOTICES. All notices required herein shall be in writing, mailed
first class to Landlord at the Address for Notices to Landlord as set forth in
Section 1.1(o) above and to Tenant and Xxxxxx X. Xxxxxxxx, XX at the Address for
Notices to Tenant as set forth in Section 1.1(n) above.
28. COMPLIANCE WITH LAWS AND REGULATIONS. Tenant, at its sole cost and
expense, shall comply with and shall cause the Premises to comply with (a) all
federal, state, county, municipal and other governmental statutes, laws, rules,
orders, regulations and ordinances affecting the Premises or any part thereof,
and (b) all rules, orders and regulations of the National Board of Fire
Underwriters or Landlord's fire insurance rating organization or other bodies
exercising similar functions in connection with the prevention of fire or the
correction of hazardous condition, which apply to the Premises.
29. CORPORATE TENANTS. In the event Tenant is a corporation, the
person(s) executing this Lease on behalf of Tenant hereby covenants and warrants
that: Tenant is a duly constituted corporation qualified to do business in
Maryland; all Tenant's franchises and corporate taxes have been paid to date;
all future forms, reports, fees and other documents necessary for Tenant to
comply with applicable laws will be filed by Tenant when due; and such persons
are duly authorized by the Board of Directors of such corporation to execute and
deliver this Lease on behalf of the corporation.
30. APPLICABLE LAW. This Lease and the rights and obligations of the
parties hereunder shall be construed in accordance with the laws of the State of
Maryland.
31. PERFORMANCE OF LANDLORD'S OBLIGATIONS BY MORTGAGEE. Tenant shall
accept performance of any of Landlord's obligations hereunder by any Mortgagee.
32. SHORT FORM. The Tenant agrees to execute a short form of Lease for
recording at the request of Landlord.
33. CONTINUANCE OF LEASE TERMS AND HEIRS, ASSIGNS, ETC. It is mutually
covenanted, understood and agreed by the parties hereto, that each of the
expressions, promises, agreements, requirements and obligations of this Lease
shall extend to and bind not only Landlord and Tenant hereto, but each and every
one of their heirs, personal representatives, successors and assigns (permitted
assigns of Tenant), and wherever in this Lease, a reference to Landlord or
Tenant is made, such reference shall be deemed to include wherever appropriate,
the heirs,
12
representatives, personal representatives, successors and assigns of Landlord or
Tenant; the same as if in each case expressed, and all covenants in this Lease
expressed shall be deemed to be covenants running with the Land.
34. RULES AND REGULATIONS. Tenant agrees to comply with the attached
Rules and Regulations and with any reasonable modifications thereto from time to
time adopted by Landlord.
35. GENERAL. The Section headings contained in this Lease are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Lease. This Lease may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. Time is of the
essence of this Lease. This Lease contains the entire agreement and arrangement
between the parties hereto, and no part hereof shall be modified, changed,
deleted, or obligated except by written supplement hereto, executed by the
parties as named herein or their successors in interest and no part of this
agreement shall be supplemented or altered.
36. CINDER BLOCK BUILDING. The vacant cinder block building
(approximately 2,700 square feet) now existing in front of the Building
(adjacent to the Honda parking lot) will be demolished and replaced with
parking, driveway and/or open drive aisle areas. Landlord reserves the right to
construct a building on a pad site in the parking lot of the Property upon the
following conditions (i) Landlord will not build the pad site building until it
has acquired and incorporated into the Property the veterinary offices building
located to the west of the Property, (ii) without the advance written consent of
Tenant, Landlord will not build the pad site building in a Bank Line of Sight
Area to be designated on Exhibit C attached hereto which will generally run from
the front of the Premises to the corner of Admiral and West Streets, then along
West Street to approximately the intersection of West Street and Chinquapin
Round Road and then diagonally back to the front of the Premises.
37. NON COMPETING USE. The Landlord will not lease any remaining
portion of the Property to a bank, savings and loan or financial company engaged
in accepting deposits and making loans or otherwise engaging in commercial
banking activities.
38. FIRST RIGHT OF REFUSAL. Landlord will grant to Tenant a right of
first refusal to lease the pad site for its bank branch location, subject to the
terms of this Section.
Landlord shall give written notice, hereinafter called Landlord Offer,
to Tenant that the pad site shall become available for lease. Landlord's Offer
shall contain the terms on which Landlord intends to offer the pad site for
lease to third parties, with a commencement date no less than ninety (90) days
after the date of Landlord's Offer. Tenant shall provide written notice to
Landlord as to Tenant's decision to lease or not to lease the pad site within
ten (10) days after receipt of Landlord's Offer. If Tenant does not provide
written notice or indicates that it will not exercise its right of first offer,
this right will expire and Landlord shall have no future obligations to Tenant
with respect to the pad site. If Tenant indicates that it desires to lease the
pad site, Landlord will submit an amendment to this Lease which will contain
identical terms and conditions as the Lease, except that the rental rate payable
for the pad site shall be the same rate as Landlord would offer to a third party
bona fide tenant with whom Landlord would have negotiated at arms-length and
shall also include any concessions, tenant improvement allowances and parking
rights that would be offered to said third party bona fide tenant.
39. FACADE. Landlord will develop the facade of the Premises based upon
a design by Scarlett Breeding of Alt Breeding Xxxxxxxx Architects in Annapolis,
Maryland acceptable to Tenant (which design will be reasonably consistent
architecturally with the brick design previously provided to Landlord and to
Tenant by Scarlett Breeding and which design is consistent with and takes
advantage of the brick character of the east end of the Building in which the
Premises are located). The architectural design fees and the costs of
construction of the agreed-upon facade treatment will be borne by Landlord.
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40. COMMENCEMENT DATE EXTENSION OPTION. Tenant will have the option to
extend the Commencement Date for three (3) extension periods of one (1) month
each in exchange for payment to Landlord of the Lease Extension Rent as set
forth in Section 1.1 above. In order to exercise this option, Tenant shall
provide Landlord with written notice and the Lease Extension Rent on or prior to
the first day of any extension period.
41. PRE-COMMENCEMENT DATE TERMINATION OPTION. Tenant shall have the
option to terminate the Lease at any time prior to the Commencement Date (as may
be extended pursuant to Section 40 above) in the event of a Regulatory Failure
as set forth in Section 1.1 above by providing Landlord written notice of such
termination and paying or forfeiting to Landlord the Security Deposit and all
Lease Extension Rent paid or owed to Landlord prior to the Termination Date as
set forth in Section 1.1 above.
42. POST-COMMENCEMENT DATE TERMINATION OPTION. Tenant shall have the
further option to terminate the Lease after the Commencement Date, but prior to
the Final Bank Approval Date, in the event of a Regulatory Failure by providing
Landlord written notice of such termination and paying and/or forfeiting to
Landlord the following: (i) the Security Deposit, (ii) all Lease Extension Rent
paid or owed to Landlord prior to the Termination Date, (iii) any and all
Interim Rent paid or owed to Landlord prior to the Termination Date, (iv) any
and all Fixed Minimum Rent, Operating Expenses and Real Estate Taxes paid or
owed to Landlord prior to the Termination Date, (v) the Termination Fee set
forth in Section 1.1 above and (vi) the Bank Specific Expenses as set forth in
Section 1.1 above (subject to adjustments for returns and allowances).
43. CONSTRUCTION. Upon the later of (i) the Commencement Date (subject
to any extensions of the Commencement Date in accordance with the Tenant's
Commencement Date Extension Option as set forth in Section 40 above), or (ii)
the receipt of all building permits for the construction of the improvements to
the Premises, Landlord shall commence construction of the Landlord Standard
Improvements as set forth in Section 1.1 and the Tenant Improvements set forth
in Section 1.1 above for which the Landlord has agreed to serve as contractor.
Landlord shall be entitled to a construction management fee equal to five
percent (5%) of the cost of each item within the Landlord Standard Improvements
and Tenant Improvements. The Landlord will complete the foregoing construction
work within sixty (60) days after the commencement of construction. Landlord
shall build-out the Premises in accordance with Tenant's plans and
specifications. Landlord shall be responsible for the cost of Landlord's
Standard Improvements and the cost of Tenant Improvements within the Tenant
Improvement Allowance as set forth in Section 1.1 above, including the 5%
construction management fee. However, Tenant shall be responsible for the cost
of any Tenant Improvements in excess of the Tenant Improvement Allowance plus
the 5% construction management fee and Tenant hereby agrees to pay Landlord
promptly for the cost of such items upon being billed by Landlord. The attached
Exhibit D incorporates Landlord's estimate of the Tenant Improvements as of the
execution date of the Lease. Where possible, any repairs done to the outside of
the building should be accomplished using brick removed from elsewhere on the
building. In addition to Landlord's Standard Improvements and the Tenant
Improvements set forth within this Section, Landlord shall be responsible for
the cost of the following items:
Installing a second means of doorway egress at the rear of the Premises
as required by the Fire Xxxxxxxx (including, if so required, an appropriate
landing);
Installing a new window to replace any window lost by the doorway
provision above;
Relocating the west wall of the boiler room ten (10) feet to the east;
Removing the entrance of the boiler room from the front of the Building
to the interior of the Building (inside the Bank's space) if permitted by the
Fire Xxxxxxxx;
14
Moving the front entrance of the Bank by ten (10) feet toward Admiral
Drive to take advantage of the reduced boiler room size and to maximize the
space available for the branch consistent with the attached Exhibit A prepared
by Alt Breeding Xxxxxxx Architects;
Closing the window vent spaces on Admiral Drive with bronze sheeting or
comparable material (as opposed to attempting to match the brick).
44. INTERIOR DESIGN FEES. The interior design fees will be divided
between Tenant and Landlord. Tenant will be responsible for the architectural
fees and Landlord will be responsible for the engineering fees.
45. RENEWAL OPTION. Provided that i) the Lease is in full force and
effect, ii) Tenant is in possession of the Premises, iii) Tenant has not been in
default beyond any applicable cure period more than two times during the term of
the Lease and iv) Tenant is not then in default under the Lease, Tenant shall
have the option to extend the Term of the Lease for three (3) additional periods
of five (5) years (the Renewal Term(s)). The Renewal Term(s) shall commence upon
the Expiration Date of the initial term of the Lease or the prior Renewal Term
and shall be upon the same terms and conditions as set forth in the Lease except
as set forth hereinafter:
a) The Basic Annual Rent during the Renewal Term(s) shall be at the
then market rental rate; provided, however, that in any event, the Basic Annual
Rent during any Renewal Term will not be less that the rent for the last year in
the preceding term.
b) The Annual Minimum Rent Escalation Percentage during the Renewal
Term(s) shall be based upon the increase in the Consumer Price Index,
hereinafter called the CPI, but will have a minimum of three percent (3.0%) and
a maximum of six percent (6.0%). The CPI means the Consumer Price Index for
Urban Wage Earners and Clerical Workers-Revised (1982-4=100), Washington, D.C. -
Maryland - Virginia Metropolitan Index, published by the Bureau of Labor
Statistics for the United States Department of Labor (designated as "CPI-W) or
any successor index to which conversion may be computed. Such increases shall be
calculated by multiplying the Rent by a fraction, the numerator of which shall
be the most recently published monthly index preceding the anniversary date of
the Lease year for which such annual increase is to be made and the denominator
of which shall be the most recently published monthly index preceding the first
date of the particular Renewal Term.
b) Landlord shall have no obligation to do any work or perform any
services with respect to the Premises, which Tenant shall continue to occupy in
its then "as is" condition during the Renewal Term(s).
c) Tenant shall not be entitled to any rent abatement during the
Renewal Term(s).
Tenant's option to extend, as herein provided, shall be conditioned
upon and subject to Landlord's receipt of written notice from Tenant of Tenant's
exercise of its option to extend no later than six months prior to the
Expiration Date of the initial term of the Lease or any Renewal Term. Tenant's
failure to deliver the notice of exercise prior to such deadline shall be deemed
to be a waiver by Tenant of its right to renew the Term of the Lease, time being
of the essence. Tenant shall be required to exercise its option to renew with
respect to all (and not less than all) of the Premises. Tenant's option to renew
is not assignable and may be exercised only by Tenant.
46. FDIC Requirements. Notwithstanding any other provisions contained
within this Lease, in the event (a) Lessor or its successors or assignees shall
become insolvent or bankrupt, or if it or their interests under this Lease shall
be levied upon or sold under execution or other legal process, or (b) the
depository institution then operating on the Premises is closed, or is taken
over by any depository institution supervisory authority ("Authority"), Lessor
may, in either such event, terminate this Lease only with the concurrence of any
Receiver or Liquidator appointed by such Authority; provided, that in the event
this Lease is terminated by the Receiver or Liquidator, the maximum claim of
Lessor for rent,
15
damages, or indemnity for injury resulting from the termination, rejection, or
abandonment of the unexpired Lease shall in no event be in an amount greater
than all accrued and unpaid rent to the date of termination.
IN WITNESS WHEREOF, the parties hereto intending to be legally bound
hereby have executed this Lease as of the day and year first above written.
Signed in the presence of: LANDLORD:
ADMIRAL PROPERTIES, LLC
_________________________ By:_______________________________________
Witness Xxxxx X. Xxxxxxxx
General Manager
TENANT:
COMMERCEFIRST BANCORP
_________________________ By:_______________________________________
Witness Xxxxxxx X. Xxxxxx
President and Chief Executive Officer
