Exhibit 10.7
LEASE
THIS LEASE, made as of the 1st day of June, 1998 between BUILDING #2,
L.L.C., a Maryland Limited Liability Company, (hereinafter called "Lessor"), and
FIRST MARINER BANK, a Maryland banking corporation (hereinafter called
"Lessee").
WITNESSETH:
That for and in consideration of the payment by Lessee of the rent and
other charges hereinafter reserved and the performance by Lessee of the
covenants and agreements hereinafter agreed to be performed by Lessee, and in
accordance with all of the provisions hereinafter set forth, Lessor does hereby
let and demise unto Lessee and Lessee does hereby take and hire from Lessor, the
following described real property (hereinafter called "Leased Premises"):
Approximately Five Thousand (5,000) square feet of Office Space at 0000
Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx, 00000
(the Leased Premises are more particularly described or shown on Exhibit "A"
attached hereto and made a part hereof) together with the right, with other
tenants, to use common area such as parking areas, walkways, landscaped areas,
fixtures and equipment servicing the real property and located thereon and
therein and with all the rights, easements and appurtenances thereto or
therewith usually held and enjoyed, for a term of five (5) years beginning
September 1,1998 (the "Commencement Date") and ending August 31, 2003 (subject
to the extension option set forth herein), at a rent of Sixty Thousand dollars
($60,000) per year, in equal monthly installment of Five Thousand 00/1 00
Dollars ($5,000) in advance, without notice, on or before the first day of each
month during the term of this Lease.
This Lease is made upon the foregoing and following agreements,
covenants, and conditions, all and every one of which Lessor and Lessee agree to
keep and perform:
1. USE OF LEASED PREMISES:
Lessee will use and occupy the Leased Premises for its General Office,
retail banking and any ancillary purpose. Lessee will comply with any and all
laws, ordinances, rules, orders, and regulations of any governmental authority
which are applicable to the conduct of Lessee's business on the Leased Premises;
provided, however that Lessee shall not hereby be under any obligation to make
any structural changes in or alterations to the Leased Premises.
Lessor hereby warrants that the Leased Premises are in compliance with
all applicable laws, ordinances, rules, orders and regulations of any
governmental authority or regulatory body with jurisdiction thereof or any
applicable insurance rating agency and that there is no asbestos in the Building
or the Leased Premises.
2. TAXES AND ASSESSMENTS:
Lessor shall pay, prior to delinquency, any increase in real estate
taxes assessments and charges which are levied, imposed, or assessed upon or
against the Leased Premises. If Lessor shall fail to pay any such taxes,
assessments or charges prior to delinquency, Lessee shall have the right to pay
same and to deduct from any rent which may then or thereafter be due all amounts
expended by Lessee in making such payment.
3. UTILITY CHARGES AND SERVICES:
Lessee shall pay for all utility services including, but not limited
to, sewage disposal, electricity, water, gas or other fuel required to operate
and maintain the Leased Premises.
Lessee shall pay to Lessor all charges for sewage disposal, janitorial
services, water and gas or other fuel consumed by it upon the Leased Premises
which are separately metered. Lessor shall be responsible to provide or arrange
for the installation and maintenance of such separate meters to the extent it so
desires or is practical.
4. INSURANCE:
(a) Lessor shall procure and maintain all insurance which Lessor deems
necessary for Lessors protection against loss or damage to the Leased Premises
including loss by fire or other hazard or any other property of Lessor situated
thereon.
(b) Lessee shall procure and maintain all insurance which Lessee deems
necessary for its protection against loss of or damage to any of its personal
property situated in the Leased Premises.
(c) Nothing contained in the Lease shall be construed to require either
party to repair, replace, reconstruct, or pay for any property of the other
party which may be damaged or destroyed by fire, flood, windstorm, earthquake,
strikes riots, civil commotions, acts of public enemy, acts of God, or other
casualty, and each party hereby waives, on behalf of itself and its insurer, all
rights of subrogation and claims against the other for all loss or damage
arising out of perils normally insured against by standard fire and extended
coverage insurance.
5. MAINTENANCE AND REPAIRS:
(a) Except for such maintenance, repairs, and replacements as are
necessitated by the negligence of Lessor, Lessee shall perform any and all
alterations, maintenance, repairs, and replacements which may be necessary, or
required by any law, order or other regulation of any governmental authority, to
maintain the Leased Premises and Lessors fixtures and equipment located thereon
in good, safe and tenantable condition.
(b) Lessee shall be responsible for repairs to the Leased Premises.
Lessor shall have the
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right to enter upon the Leased Premises from time to time during regular
business hours in order to inspect the same and to perform any maintenance,
repairs, and replacements which it is required to make under the provisions of
this Lease, but this right shall be exercised in such manner as to not interfere
with Lessee's use and enjoyment of the Leased Premises, and shall be subject to
any and all laws, orders, or regulations of the United States Government, the
State of Maryland or any department or agency thereof, which may at any time
apply to Lessee's use of the Leased Premises.
(d) Lessor shall maintain and keep in good repair and condition the
exterior and structural elements of the Leased Premises, including the roof and
structure and the electrical, air conditioning, heating and plumbing systems on
the Leased Premises, except for such maintenance, repairs, and replacements as
are necessitated by the negligence of Lessee, its servants, agents, or
employees. Lessor shall perform any and all alterations, maintenance, repairs
and replacements, which may be necessary to maintain the Leased Premises and
Lessee's fixtures and equipment in good, safe and tenantable condition. Lessor
shall be responsible for snow removal of the Leased Premises and maintaining
adequate outside lighting.
6. DAMAGE OR DESTRUCTION OF PREMISES:
(a) If, during the term of this Lease, the Leased Premises is damaged
by fire, flood, windstorm, strikes, riots, civil commotions, acts of public
enemy, acts of God or other casualty so that the same are rendered wholly unfit
for occupancy, and if said Leased Premises cannot be repaired within sixty (60)
days from the time of such damage, then this Lease, at the option of Lessee or
Lessor, may be terminated as of the date of such damage and any insurance
proceeds shall be paid to Lessor. In the event Lessee elects to terminate this
Lease, the Lessee shall pay the rent apportioned to the time of damage and shall
immediately surrender the Leased Premises to Lessor who may enter upon and
repossess the same and Lessee shall be relieved from any further liability
hereunder. If the Lessee does not elect to terminate the Lease or if any damage
by any of the above casualties, rendering the Leased Premises wholly unfit, can
be repaired within one hundred twenty (120) days thereafter, Lessor agrees to
repair such damage promptly and this Lease shall not be affected in any manner
except that the rent shall be suspended and shall not accrue from the date of
such damage until such repairs have been completed.
(b) If said Leased Premises shall be so slightly damaged by any of the
above casualties as not to be rendered wholly unfit for occupancy, Lessor shall
repair the Leased Premises promptly and during the period from the date of such
damage until the repairs are completed the rent shall be apportioned so the
Lessee shall pay as rent an amount which bears the same ratio to the entire
monthly rent as the portion of the Leased Premises which Lessee is able to
occupy without disturbance during such period bears to the entire Leased
Premises.
(c) If the damage by any of the above casualties is so slight that
Lessee is not disturbed in Lessee's possession and enjoyment of the Leased
Premises, then Lessor shall repair the same promptly and in that case the rent
and other charges accrued or accruing shall not xxxxx.
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7. ACTION OF PUBLIC AUTHORITIES:
In the event that any exercise of the power of eminent domain by any
governmental authority, Federal, State, County or Municipal, or by any other
party vested by law with such power shall at any time prevent the full use and
enjoyment of the Leased Premises by Lessee for the purposes set forth in Section
1, Lessee shall have the right thereupon to terminate this Lease. In the event
of such action both Lessor and Lessee shall have the right to claim, recover,
and retain from the governmental authority or other party taking such action the
damages suffered by them respectively as a result of such action.
8. IMPROVEMENTS BY LESSEE:
Lessee shall have the right to make such alterations, additions, or
improvements in or to the Leased Premises as it shall consider necessary or
desirable for the conduct of its business, subject to approval of Lessor in
advance which approval shall not be unreasonably withheld or delayed, provided
that all such work is done in a good and workmanlike manner, and the structural
integrity of any building shall not be impaired, and that no liens shall attach
to the Leased Premises by reason thereof Upon the termination of this Lease such
alterations, additions, or improvements shall, at the option of the Lessee, (1)
become the property of Lessor, or (2) be removed by the Lessee provided that any
part of the Leased Premises affected by such removal shall be restored to its
original condition, reasonable wear and tear excepted.
9. IMPROVEMENTS BY LESSOR: Intentionally omitted.
10. FIXTURES AND SIGNS:
(a) Lessee shall have the right to install in or place on the Leased
Premises such fixtures, machines, tools, or other equipment (including but not
limited to trade fixtures, lighting fixtures, water coolers, and air
conditioning equipment) as it may choose. Such fixtures, machines, tools, or
other equipment shall at all times remain the personal property of Lessee
regardless of the manner or degree of attachment thereof to the premises and may
be removed at any time by Lessee whether at the termination of this Lease or
otherwise, provided, however, that Lessee shall make reasonable restoration of
the Leased Premises in the event that any substantial damage is done thereto in
the removal of such property.
(b) Lessee shall have the right to install or erect on the Leased
Premises or affix to the Building which is a part of the Leased Premises, such
signs as it may deem necessary or appropriate to advertise its name and business
subject to prior approval of Lessor which consent shall not be unreasonably
withheld or delayed.
11. LIABILITY AND INDEMNITY:
(a) Except as otherwise provided in Section 4(c) (Insurance) herein,
Lessee shall be liable
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for any injury to or death of persons and for any loss of or damage to property
caused by the negligent acts or omissions of its agents, employees, or invitees,
or caused by Lessee's failure to perform the maintenance, repairs, and
replacements required to be performed by it under the provisions of Section 5
(Maintenance and Repairs) or to perform any other obligation of Lessee under
this lease. Lessee shall indemnify and save Lessor harmless against any and all
liabilities, claims, demands, actions, costs, and expenses which may be
sustained by Lessor by reason of any of the causes for which Lessee is liable
pursuant to this subsection (a).
(b) Except as otherwise provided in Section 4(c) (Insurance) herein,
Lessor shall be liable for any injury to or death of persons and for any loss of
or damage to property caused by the negligent acts or omissions of its agents,
employees or invitees, or caused by Lessor's failure to perform the maintenance,
repairs, and replacements required to be performed by it under the provisions of
Section 5 (Maintenance and Repairs) or to perform any other obligation of Lessor
under this lease. Lessor shall indemnify and save Lessee harmless against any
and all liabilities, claims, demands, actions, costs, and expenses which may be
sustained by Lessee by reason of any of the causes for which Lessor is liable
pursuant to this subsection (b).
12. DEFAULT:
(a) If Lessee shall fail to pay any rent to Lessor when the same is due
and payable under the terms of this Lease and such default shall continue for a
period of ten (10) days after written notice thereof has been given to Lessee by
Lessor, or if the Lessee shall fail to perform any other duty or obligation
imposed upon it by this Lease and such default shall continue for a period of
thirty (30) days after written notice thereof has been given to Lessee by
Lessor, and Lessee has not commenced diligently to correct such default and
thereafter has not diligently pursued such correction to completion, or it the
Lessee shall be adjudged bankrupt, or shall make a general assignment for the
benefit of its creditors, or if a receiver of any property of Lessee in or upon
the Leased Premises be appointed in any actions, suit, or proceeding by or
against Lessee and such appointment shall not be vacated or annulled within
sixty (60) days, or if event Lessor shall have the right to enter upon the
premises and again have, repossess, and enjoy the same as if this Lease had not
been made, and thereupon this Lease shall terminate without prejudice, however,
to the right of Lessor to recover from Lessee all rent due and unpaid up to the
time of such re-entry. In the event of any such default and reentry, Lessor
shall have the right to relet the Leased Premises for the remainder of the then
existing term whether such term be the initial term of this Lease or any renewed
or extended term, for the highest rent then obtainable, and to recover from
Lessee the difference between the rent reserved by this Lease and the amount
obtained through such reletting plus the costs and expenses reasonably incurred
by Lessor in such reletting and in addition thereto Lessor shall have all rights
and remedies available to Lessor under applicable Law.
(b) If Lessor shall fail to perform any duty or obligation imposed upon
it by this Lease and such default shall continue for a period of thirty (30)
days after written notice thereof has been given by Lessee, (or such shorter
period as is reasonable in case of emergency or other circumstances), provided
that if such default cannot be reasonably corrected within thirty (30) days and
Lessor has
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not commenced diligently to correct such default within such thirty (30) day
period and thereafter has not diligently pursued such correction to completion,
then and in such event Lessee may, at its option, terminate this Lease without
prejudice to its right to recover appropriate damages or pursue any other remedy
available at law or equity. Upon termination of this Lease pursuant to this
provision, all obligations of Lessee arising under this lease, including payment
of rent, shall cease.
13. ASSIGNMENT AND SUBLETTING:
Lessee shall have the right to assign the Lease or to sublet the Leased
Premises or any part thereof with the consent of Lessor which consent shall not
be unreasonably withheld or delayed, provided, however, that no such assignment
or subletting shall relieve Lessee from its duty to perform fully all of the
agreements, covenants, and conditions set forth, in this lease. Notwithstanding
the foregoing, Lessee may, without Lessor's consent, permit any affiliates of
Lessee to use any portion of the Leased Premises.
14. HAZARDOUS MATERIALS:
Lessee, at its sole cost and expense, may at its option conduct an
environmental assessment of the Leased Premises prior to occupying the building.
In the event that any oil, pollutant, toxic, or hazardous substance or other
substances or wastes of any kind including, but not limited to, hazardous waste
as that term is defined in the Resource Conservation and Recovery Act (RCRA) or
hazardous substance as that term is defined in the Comprehensive Environmental
Response and as that term is defined in the Comprehensive Environmental Response
Compensation and Liability Act (CERCLA), are found, or suspected to be present
on or near the Leased Premises, Lessee shall have the right, at its sole
discretion, to cancel and terminate this Lease by giving written notice thereof
to the Lessor.
Lessor shall indemnify and hold harmless Lessee from and against any
claims, demands, or losses resulting from or arising out of the presence of any
hazardous substance, oil or petroleum product or residue, or any other substance
or material actionable under federal, state or local law, regulation or
ordinance, present on, in or under the Leased Premises prior to Lessees
occupancy.
15. TITLE
Lessor covenants and warrants that it has lawful title and right to
make this Lease, that it will maintain Lessee in full and exclusive possession
of the Leased Premises and that, if Lessee shall pay the rent and perform all of
the agreements, covenants required by this Lease to be performed by it, Lessee
may freely, peaceably and quietly occupy and enjoy the Leased Premises without
molestation or hindrance, lawful or unlawful, of any person whomsoever,
16. RENEWAL AND EXTENSION:
Lessee shall have the option to renew and extend the term of the Lease
for a period of five
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(5) years beginning upon the expiration of the initial term, provided that
Lessee, at least ninety (90) days prior to the expiration of the initial term,
gives Lessor written notice of its intention to exercise such option.
Any such renewed and extended term shall be at the annual rent of Sixty
Thousand Dollars ($60,000) plus the multiple represented by the difference
between the CPI on the date of this Lease and the CPI on the date of the renewal
and shall otherwise be subject to all of the agreements, covenants and
conditions set forth in this Lease.
17. SURRENDER.
When the Lease shall terminate in accordance with the terms hereof,
Lessee shall quietly and peaceably deliver up possession to Lessor without
notice from Lessor other than as may be specifically required by any provision
of this Lease. Lessor and Lessee expressly waive the benefit of all laws now or
hereafter in force requiring notice for either party with respect to
termination. Lessee shall deliver up possession of the Leased Premises in as
good order, repair, and condition as the same are in at the beginning of the
term of this Lease except for reasonable wear and tear and loss, damage, or
destruction caused by fire, flood, windstorm, earthquake, strikes, riots, civil
commotions, acts of public enemy, acts of God, or other casualty, or caused by
negligence of Lessor, its agents, employees or invitees.
18. NOTICES:
(a) Any notice or demand required by the provisions of the Lease to be
given to Lessor shall be deemed to have been given adequately if sent by
Registered or Certified Mail, Return Receipt Requested, to Lessor at the
following address:
0000 X. Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000-0000
Attn.: Xxxxx X Xxxx, Xx.
(b) Any notice or demand required by the provisions of this Lease to be
given to Lessee shall be deemed to have been given adequately if sent by
Registered or Certified Mail, Return Receipt Requested, to Lessee at the
following address:
0000 X. Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000-0000
Attn.: General Counsel
(c) Either party shall have the right to change its address as above
designated by giving to the other party fifteen (15) days notice of its
intention to make such change and of the substituted address at which any notice
or demand may be directed to it.
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19. SUBORDINATION/NON-DISTURBANCE:
Lessee agrees that the Lease shall be subordinate to any mortgage,
trust deed or ground Lease that is now on or may hereafter be placed upon the
demised premises and to any and all advances to be made thereunder, and to the
interest thereon, and all renewals, replacements and extensions thereof,
provided that the rights of Lessee as set forth herein shall not be affected in
the event of foreclosure or sale resulting in lieu or as a result thereof so
long as Lessee is not in default under the terms hereof If there is a mortgage,
trust deed or ground Lease already filed or in effect as of the execution of
this lease, Lessor hereby covenants and agrees to secure a non-disturbance
agreement form the applicable mortgagee(s), trustee(s) or ground lessor(s) who
has a superior claim to the Leased Premises and the real property of which it is
a part in a form reasonably satisfactory to Lessee. Failure to secure such
non-disturbance agreement within thirty (30) days of execution hereof shall be
grounds for Lessee to, at its option, declare this Lease null and void. In the
event of any mortgagee or trustee electing to have the within Lease a prior lien
to its mortgage or deed of trust, then and in -.such event, upon such mortgage
or trustee notifying Lessee to the effect, this Lease shall be deemed prior in
lien to said mortgage or trust deed, whether this Lease is dated prior to or
subsequent to the date of said mortgage or trust deed.
20. CHANGES, MODIFICATIONS OR AMENDMENTS:
This agreement may not be changed, modified, discharged or terminated
orally or in any other manner than by an agreement mutually signed by the
parties hereto or their respective successors and assigns.
21. COVENANTS TO BIND RESPECTIVE PARTIES:
The Lease, and all of the agreements, covenants, and conditions
contained herein shall be binding upon Lessor and Lessee and upon their
respective heirs, executors, administrators, successors, and assigns.
22. TERMINATION RIGHT:
A. Notwithstanding any other provisions contained in this Lease, in the
event the Lessee is closed or taken over by the banking authority, of the State
of Maryland, or other bank supervisory authority, the Lessor may terminate the
Lease only with the concurrence of such banking authority or other bank
supervisory authority and any such authority shall in any event have the
election either to continue or to terminate the Lessee; provided, that in the
event this Lease is terminated, the maximum claim of Lessor for damages or
indemnity for the injury resulting from the rejection or abandonment of the
unexpired term of the Lease shall in no event be in an amount exceeding the rent
reserved by the Lease, without acceleration, for the year next succeeding the
date of the surrender of the Leased Premises to the Lessor, or the date of
re-entry of the Lessor.
B. In the event that Xxxxx X. Xxxx, Xx., Lessor, shall have less that
twenty percent (20%)
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ownership in shares of stock in First Mariner Bank or its parent corporation,
Lessor shall the right to terminate this lease by giving thirty (3 0) days prior
written notice.
23. RENTAL ABATEMENT:
Lessor and Lessee agree that Lessee shall commence the occupancy of the
Leased Premises on September 1,1998 and the rental due for the months of
September and October, 1998 shall be abated and not due. Rent shall commence on
November 1,1998.
24. WHOLE AGREEMENT:
The whole and entire agreement of the parties is set forth in this
Agreement and the parties are not bound by any agreements, understandings or
conditions otherwise than as expressly set forth and stipulated hereunder.
IN WITNESS WHEREOF, LESSOR and LESSEE have caused these presents to be
executed by their duly authorized officers and have caused their respective
corporate seals to be hereto affixed, all as of the day and year first above
written.
ATTEST: BUILDING #2, L.L.C.
By: (SEAL)
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ATTEST: FIRST MARINER BANK
By: (SEAL)
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