THIS LEASE is made this 4 day of June, 1999, by and between ZNB, LLP, a
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Maryland limited liability partnership, by Hill Management Company, Inc., its
agent, (hereinafter referred to as "Lessor"); and Easton Bank & Trust Company, a
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Maryland corporation, whose address is 000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx
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21629, (hereinafter referred to as "Lessee").
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WITNESSETH, that for and in consideration of the mutual covenants contained
herein, the parties agree as follows:
1. GRANT- In consideration of the rents, covenants and agreements
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hereinafter set forth, Lessor leases to Lessee and Lessee rents from Lessor,
those certain Premises located 000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, being
more particularly described in Paragraph 2 below.
2. DESCRIPTION OF PREMISES - The leased Premises are located at 000
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Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000 and known as Suite 300 of the Xxxxxx
Building, containing approximately 1733 square feet outlined on the attached
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plat labeled "Exhibit A" (hereinafter referred to as "the Premises").
3. TERM - The term of this Lease shall be for a period of 5 years,
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which shall commence on the 1st day of Sept., 1999, and shall terminate on the
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last day of August, 2004. Provided the lessee is not in default under the
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Lease, the Lessee shall have the option to lease the premises for up to three
(3) additional five (5) year terms, consecutive to the initial term. In the
event that the first option period is not exercised the remaining two (2) option
periods shall immediately terminate. In the event that the second option period
is not exercised, the third option period shall immediately terminate. The
option shall be exercised, in writing, delivered to the Lessor as provided
herein no later than the ninetieth day prior to the end of each term then
existing. The rent for each option term shall be increased ten (10%) percent
over and above the immediate preceding term; otherwise, all other terms and
provisions herein will remain the same from term to term.
4. RENT
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4.1. Base Rent - Original Term. Lessee agrees to pay to Lessor
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Base Rent in the sum of One Hundred twenty-nine thousand nine hundred
seventy-five ($129,975.00) Dollars, base rent shall be paid in equal monthly
installments of $2,166.25, on or before the first day of each calendar month
hereunder, without demand being made therefor. Monthly payments of rent shall
be made payable to Lessor and mailed or delivered to Lessor at 000 Xxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxx 00000, or to such other person, or at such other place, as
Lessor may, from time to time, designate in writing.
4.2. Payment of Rent. It is agreed and understood by all parties
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to this Lease that any rental payment not received by Lessor within fifteen (15)
days of the due date shall be subject to imposition of a late charge of ten
percent (10%) of the monthly rental. Said late charge, if not remitted with the
delinquent rental payment shall be due and payable with the following rental
payment and shall constitute Additional Rent.
4.3. Taxes and Assessments. Lessor agrees to pay all real estate
----------------------
taxes and assessments against the property. The parties hereto recognize that
this Lease is entered into based on a tax assessment and rate established on
July 1 of the year this Lease is executed. The Lessee hereby agrees that, upon
demand from Lessor, the Lessee will pay as Additional Rent, an amount equal to
its proportionate share of any increase of real estate taxes assessed against or
attributable to the premises if any such increases are made during the term of
this Lease.
4.4 First Right of Refusal. During the term of this Lease or
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during any of the renewal terms called for herein, in the event the principal of
the Lessor elects to sell the Xxxxxx Building to a third party (which is defined
to be a person not a member of the Xxxxxxx X. Xxxxxx family or entity of which
no member of the Xxxxxx family is a principal), Lessor agrees to transmit by
regular mail to the address stated herein, a copy of terms related to the sale
of the Xxxxxx Building to the Lessee. The Lessee shall have the right for a
period of seven (7) days after the terms of the sale are transmitted to the
Lessee as provided therein, to purchase the Xxxxxx Building upon the exact same
terms upon which the principal is willing to sell the Xxxxxx Building to a third
party, provided Lessee delivers written confirmation thereof to Lessor within
said seven (7) days, which written election must include the cash deposit called
for in the terms of the offer, otherwise this right shall terminate without any
further action by any party and be of no further force or effect. The provision
does not apply to gifts, inter-family or inter-entity transfers, and is
subordinate to all existing liens, including refinances. In the event that the
Lessee defaults under this Lease or declines to exercise any of the options
called for herein, the right of first refusal shall immediately terminate on the
earliest of these dates.
5. USE - The Premises are to be used for the purpose of retail
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financial services and for no other purposes whatsoever without prior written
consent of Lessor. Lessee shall, at its own cost and expense, obtain any and
all licenses and permits for such use and shall satisfy any and all laws,
regulations, and ordinances applicable thereto.
6. PARKING - This Lease does not include the right to parking.
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7. MAINTENANCE
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7.1. Lessee, at Lessee's expense, shall keep and maintain the
interior of the Premises in good order and repair, and shall return same to
Lessor at the termination of this Lease (and/or any renewal) in the same
condition as received, reasonable wear and tear excepted.
7.2. Lessee agrees to replace any plate, window or door glass
broken in the Premises, with glass of like kind and quality, except when said
plate, window or door glass is broken by reason of defective construction of the
Building, or due to negligent repair of this Building by Lessor. Lessee shall
further obtain and maintain during the term of this Lease and any renewal, at
Lessee's expense, plate glass insurance on the Premises in such amount and with
such insurer as may be satisfactory to Lessor. If Lessor so requires, Lessor
shall be designated as a named insured on any such policy of insurance and
Lessee shall provide Lessor with proof of such insurance upon Lessor's request.
In the alternative, and at Lessor's option, Lessor may purchase such insurance
and Lessee shall pay Lessee's Proportionate Share of the cost of such insurance
to Lessor as Additional Rent hereunder.
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8. ALTERATIONS, ADDITIONS AND IMPROVEMENTS
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8.1. Lessor shall prepare the Premises in accordance with Exhibit
A at Lessee's expense. All such alterations, additions and improvements shall
become the property of Lessor.
8.2. Upon Lessor's completion of the work provided for in Section
8.1., or at such earlier time as Lessor may agree, Lessee may make such other
improvements to the Premises in preparation for and in the conduct of its
business as Lessee deems necessary and/or appropriate, at Lessee's expense.
Lessee, however, shall make no further alterations to and/or additions to the
Premises without Lessor's prior written consent. Lessee warrants that any and
such alterations, additions and/or improvements made pursuant to this subsection
shall be made in a good, workmanlike manner and in full and complete compliance
with all laws, rules, regulations, and ordinances and in satisfaction of the
requirements of such building, fire, safety, health and other codes as may now
be or hereafter become applicable, without cost to Lessor. All alterations,
additions and improvements shall become the property of the Lessor; however,
upon written notice by Lessor to Lessee, Lessee shall remove such alterations,
additions and improvements prior to the expiration of this Lease and/or renewal
term and restore the Premises to their original condition at Lessee's expense.
8.3. If any mechanics lien, materialmen's lien or other lien is
filed against the Premises, the Building, the property upon which the Building
is located and/or any portions thereof, by reason of any work, labor, equipment,
materials and/or services, furnished and/or alleged to have been furnished to or
for Lessee or for any changes, alterations, additions, improvements and/or
repairs made by Lessee, Lessee shall cause said lien to be released of record
within five (5) days after the filing of such lien. Lessee shall further
indemnify and hold Lessor harmless from any and all claims, demands, suits,
actions, losses, liability and damages arising out of and/or relating to any
such lien or claim of lien.
9. TRADE AND OTHER FIXTURES - Lessee may, at Lessee's expense, install
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or cause to be installed such equipment, machinery, trade and/or other fixtures
as are reasonably necessary for the operation and conduct of Lessee's business.
Any such trade fixtures shall remain Lessee's personal property and may be
removed by Lessee, provided that Lessee shall repair at Lessee's expense any
damage to the Premises resulting from the installation and/or removal of such
trade fixtures.
10. CASUALTY DAMAGE - Upon the occurrence of any casualty, damage or
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destruction affecting the Premises, Lessee shall give immediate notice to
Lessor. If, in the opinion of Lessor, the Premises are rendered substantially
unfit for occupancy or use by any such casualty, damage or destruction, or
Lessor should decide not to rebuild or remodel the Premises, this Lease shall
cease and Base Rent and Additional Rent shall xxxxx from the occurrence of such
casualty or vacation of the Premises, whichever is later. If, in the opinion of
Lessor, the Premises are not hereby rendered substantially unfit for occupancy
or use, Lessor shall promptly and diligently restore so much of the Premises as
was damaged to its condition at the commencement of this Lease, exclusive of the
tenant Improvement Items, at the cost of any negligent party or its insurer,
with no abatement of rent.
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11. FIRE INSURANCE - Lessor shall provide, and pay the premiums for,
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fire and extended coverage to protect the Building with coverage amounts and
with an insurer satisfactory to Lessor. Lessee will not do anything in or about
the Premises that will contravene or affect any insurance which Lessor may place
thereon.
12. INSURANCE AND LIABILITY
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12.1 Lessee, at Lessee's sole expense, shall maintain in force
continuously throughout the term of this Lease and/or any renewal, a
comprehensive general liability policy with respect to the Premises and Lessee's
occupancy, use and/or time to time but in no event less than $500,000.00 for any
one person and $1,000,000.00 for any one occurrence with respect to death,
bodily injury and/or personal injury and $100,000.00 for each occurrence with
respect to damage and/or destruction of property; such insurance shall be with
an insurer satisfactory to Lessor and shall include coverage for and/or against
assumed and/or contractual liability under this Lease. Such insurance shall
include Lessor and Lessor's management agent as named insured and Lessee shall
promptly furnish Lessor with a Certificate from the insurer that such insurance
is in effect. In the event that the insurer imposes any premium charge on
Lessor and/or Lessor pays the premium for such insurance, Lessee shall reimburse
Lessor for such charges; Lessee shall pay such charges as Additional Rent.
12.2 Lessor and its management agent shall not be liable and/or
responsible for, and Lessee shall indemnify and hold Lessor and its management
agent harmless against any and all damages and claims for damages, including but
not limited to damages and/or claims for damages for the death, bodily injury
and/or personal injury to any person and/or any injury, loss and/or damage to
any property occurring on and/or relating to or arising out of Lessee's
occupancy and/or use of the Premises, the Building and/or their appurtenances,
unless such death, bodily injury, personal injury and/or injury, loss or damage
to property and other damage was proximately caused by the negligent and/or
intentionally tortious act or omission of the Lessor, its management agent
and/or some agent, servant, and/or employee for whose conduct they are legally
responsible. Notwithstanding the foregoing, Lessor and its management agent
shall not be liable and/or responsible for any such damages and/or claims for
damages for any such injury, loss and/or damage occurring on or about the
Premises, the Building and/or their appurtenances, regardless of whether such
injury, loss and/or damage was proximately caused by the negligent act or
omission of Lessor and its management agent and/or an agent, servant, and/or
employee for whose conduct they are legally responsible where such Premises,
Building and/or appurtenances are within the exclusive control of Lessee.
12.3. Lessee further agrees that Lessor shall not be liable and/or
responsible for, and to hold Lessor harmless against any and all intentionally
tortious and/or negligent act and/or omissions of any other persons leasing from
Lessor and their agents, servants, employees, contractors, invitees, and/or
visitors.
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13. COMPLIANCE WITH LAWS - Lessee agrees to promptly comply with all
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applicable and valid laws, ordinances and regulations of any and all Federal,
State, County, Municipal or other lawful authorities pertaining to the use and
occupancy of the Premises. Lessee warrants and represents that no materials or
substances which, under Federal, State, or Local law, statute, ordinance, or
regulation or court order or private agreement which require special handling
and collection, storage, treatment, or disposal will be placed or located in or
near the premises.
14. ASSIGNMENT AND SUBLETTING - Lessee shall not assign this Lease or
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allow the same to be assigned by operation of law or otherwise, or sublet the
Premises or any part thereof, or use permit same to be used for any purpose
other than as above specified, without Lessor's prior written consent, which
consent will not be unreasonably withheld. Any such assignment or sublease
without Lessor's consent shall be void and of no force and effect. Any
permitted assignment or sublease shall be subject to all of the terms and
conditions of this Lease and Lessee shall remain primarily liable for the
payment of the rent and the performance of all of the terms and conditions
hereof. If any partnership interest or corporate share of stock of Lessee are
transferred by sale, assignment, bequest, inheritance, operation of law or
otherwise, so as to result in a change of the voting control of Lessee by those
owning a majority of the interest in Lessee as of the date hereof, such transfer
shall constitute an assignment for the purposes hereof and shall require
Lessor's prior written consent thereto. In any event, Lessee shall notify
Lessor of such change of control and Lessor may terminate this Lease at any time
thereafter upon sixty (60) days' prior written notice to Lessee.
15. BANKRUPTCY - Should Lessee make an assignment for benefit of
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creditors, file for bankruptcy, or have any involuntary petition in bankruptcy
filed against it, such action shall constitute a breach of the Lease, which
shall automatically terminate all rights of Lessee under this Lease. Upon the
filing of a petition by or against Lessee under the Federal Bankruptcy Code (or
any successor federal bankruptcy statute), Lessee, as debtor and/or as debtor in
possession, and any trustee who may be appointed, agree to perform each and
every obligation of Lessee under this Lease, including, but not limited to, the
payment of all monetary obligation hereunder, until such time as this Lease is
either rejected or assumed by order of a United States Bankruptcy Court, or
other federal court having jurisdiction over bankruptcy matters.
16. EMINENT DOMAIN- If all or any part of the Premises known as The
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Xxxxxx Building, Denton, Maryland are the subject of a "quick take" proceeding
or are taken under power of eminent domain or conveyed under threat of
condemnation proceedings, and in its sole discretion, Lessor shall determine
that the Premises are unsatisfactory for the purpose of this Lease, then this
Lease shall terminate effective as of the date Lessor is required to give up the
right to occupy or use the Premises or any portion thereof. Lessee shall have
no right to make any claim against Lessor because of such termination, nor to
participate in any awards, and its sole remedy shall be removal of trade
fixtures placed therein and abatement of future rent.
17. ATTORNEYS FEES - Lessee shall pay Lessor all costs, expenses and
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charges incurred by Lessor in collecting any sums due Lessor under this Lease,
and/or enforcing any provisions of this Lease, and/or recovering any damages
and/or losses from Lessee to which Lessor is legally entitled, including, but
not limited to attorney's fees in the amount of 25% of the amount of any unpaid
rent.
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18. DEFAULT
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18.1 In the case of any default by Lessee in any of the terms
and/or conditions of this Lease (other than any default occasioned by the
institution of bankruptcy proceedings and/or an assignment for the benefit of
creditors which shall be governed by Section 15 of this Lease), Lessor, at
Lessor's option, may recover the Premises if such default continues uncured for
a period of thirty (30) days after Lessor notifies Lessee of such default and of
Lessor's intention to recover the Premises. Upon the giving of such notice and
the expiration of such thirty (30) day period, unless Lessee shall have cured
the default during that time, Lessor shall be entitled to the benefit, without
further notice (all statutory notice requirements being hereby expressly
waived), of all the provisions of law for speedy recovery of lands and tenements
as now are in force or which may hereafter be enacted and/or to reenter,
repossess and/or relet the Premises as the agent of Lessee for any balance of
the then term and collect rent therefor. And in any event, the Lessor may
distrain, by any legal means, for any overdue installment of rent or rental
payment and may enter the property for such purpose by force if necessary
without liability, which liability is hereby expressly waived. In the event of
reletting by the Lessor as agent for the Lessee, the reletting shall be on such
terms, conditions and rentals as the Lessor deems proper, and the proceeds that
may be collected from same, less the expense of reletting, including any
broker's commission and costs for the repair, restoration and/or preparation of
the Premises for reletting, shall be applied against the rental to be paid by
Lessee, and Lessee shall be liable for any balance that may be due under this
Lease or any renewal, and such reletting shall not operate as termination of
this Lease or any renewal or as a waiver or postponement of any right of the
Lessor against the Lessee. Any recovery of the Premises, institution of
proceedings to recover the Premises, reentry, repossession and/or reletting
hereunder shall not operate as, nor shall it be interpreted or construed as a
termination of this Lease or any renewal, and shall not relieve Lessee of its
liability and obligations under this Lease and Lessee shall in all events remain
liable for the full amount of Base Rent and Additional Rent provided for in this
Lease and for any deficiency or loss of such rent; Lessor, at Lessor's option,
may recover such rent and/or damages for the loss of rent in separate actions
from time to time as Lessee's liability and/or obligation to pay rent accrue or
would have accrued had Lessee not defaulted. Any such recovery, institution of
legal proceedings, reentry, repossession, and/or reletting shall be in addition
to and without prejudice to any rights and/or remedies which Lessor may
otherwise have.
18.2 Notwithstanding any provision of Section 18.1 to the
contrary, Lessor shall be entitled immediately upon a default by Lessee to avail
himself of all rights and remedies afforded Lessor by this Lease and/or law,
without any notice to Lessee and without giving Lessee any grace period if such
default arises under Section 15 of this Lease, or if Lessee has defaulted in
and/or breached the same and/or any other term and/or condition of this Lease
during the twelve (12) months preceding such current default and for which
notice was given (whether or not subsequently cured), or if such default is of
such a nature as to give rise to an emergency situation which in Lessor's
reasonable judgment requires Lessor to take immediate action to cure default.
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19. HOLDING OVER - Should Lessee continue to occupy the Premises, or
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any portion thereof, after the termination of this Lease (and/or any renewal)
and unless otherwise agreed in writing, Lessee shall pay Lessor on demand an
amount equal to one hundred percent (100%) of the rent due for the last full
month of the then term of this Lease (or renewal) for each month or portion
thereof that Lessee continues to occupy all or any part of the Premises. Such
payments shall not be deemed to be rent and acceptance of any such payments by
Lessor shall not be deemed or construed to convert Lessee into a month to month
tenant or otherwise grant Lessee any right to remain in possession of the
Premises or so as to otherwise impair Lessor's right to the immediate possession
of the Premises. Similarly, any such payments shall be in addition to and
without prejudice to Lessor's right to recover any damage to which Lessor
otherwise would be entitled as a result of Lessee's holding over.
20. RIGHT OF ENTRY - Notwithstanding any other provisions of this Lease
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to the contrary, Lessor and its agents shall have the right to enter the
Premises at any reasonable times to inspect the Premises, to exhibit the
Premises to any existing or prospective purchasers, lessees and/or mortgagees,
to make any alterations, improvements and/or repairs, or for any other purpose
relating to the operation and/or maintenance of the Premises and/or Building.
Unless it would otherwise be impractical because of any emergency, Lessor shall
give Lessee at least twenty-four (24) hours notice of Lessor's intention to
enter the Premises and Lessor shall use reasonable efforts to avoid interfering
with Lessee.
21. SUBORDINATION - This Lease is subject and subordinate to all
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mortgages, deeds of trust, or other debt instruments which may now or hereafter
affect such Lease, the Building, site or other improvements thereon. The
foregoing provisions shall be self operative and no further instrument of
subordination shall be required by any mortgagee or other interested partly,
provided, however, that in confirmation of such subordination Lessee shall, upon
request of Lessor, execute and deliver, in recordable form, any instrument of
subordination required by Lessor, and Lessee hereby does constitute and appoint
Lessor as Lessee's attorney-in-fact to execute any such subordination instrument
on behalf of Lessee.
22. CONTINUOUS USE - Anything herein to the contrary notwithstanding,
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this Lease shall be deemed in default if Lessee shall discontinue the business
referred to in Paragraph 5 herein, and Premises shall become or appear vacant,
or Lessee abandons or appears to abandon the Premises. Under any of the
aforesaid conditions, the Lessor may exercise its rights as stated in Paragraph
18 herein.
23. NO PARTNERSHIP - By execution of this Lease, Lessor does not in any
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way become for any purpose a partner, principal, master, agent, servant, and/or
employee of the Lessee in the operation and/or conduct of Lessee's business, nor
does Lessor assume, nor become subject to any responsibility or liability
therefor and Lessee agrees to indemnify and hold Lessor harmless against any and
all claims or demands, of whatever nature, arising out of the operation and
conduct of Lessee's business.
24. NOTICES - Any notice required or permitted hereunder shall be in
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writing and delivered either in person against hand receipt to the other party
or other party's authorized agent, or by the United States Certified Mail Return
7
Receipt Requested, postage fully paid, to the address set forth hereinafter, or
to such other address as either party may designate in writing and delivered as
herein provided.
LESSEE: Xxxxxxx Xxxxx Xxxx
000 Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
X. Xxxxxxxx Menzies
000 Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Xxxx Xxxxxxxxxx
000 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
LESSOR: HILL MANAGEMENT COMPANY, INC.
000 Xxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
25. SEVERABILITY - No determination by any court, governmental body or
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otherwise that any provision of and/or amendment to this Lease is invalid or
unenforceable in any instance shall affect the validity or enforceability of
such provision and/or amendment in any other instance not controlled by such
determination and no such determination as to any provision and/or amendment
shall affect the validity or enforceability of any other provisions, the terms
and conditions of this Lease being severable.
26. COMPLETE AGREEMENT - This Lease constitutes the complete agreement
-------------------
between the Lessor and Lessee and supersedes any and all other agreements,
understandings, representations, and/or statements between them as to the
subject matter of this Lease.
27. WAIVER - Any waiver of any term or condition of this Lease shall
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extend to the particular case only, and only in the manner specified and shall
not be construed as applying to or in any way waiving any further rights under
this Lease. No waiver of any term or condition of this Lease by Lessor shall be
effective unless in writing and signed by Lessor and/or its management agent.
28. AMENDMENTS - This Lease may be amended or modified only by written
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agreement signed by all parties.
29. RULES AND REGULATIONS - Lessor shall have the option to establish
-----------------------
at its sole discretion, reasonable rules and regulations governing the use of
the Premises, Building and the Property by all tenants, their visitors, invitees
and employees, and to amend the same from time to time, and a violation thereof
may constitute a default hereunder, at the option of Lessor.
8
30. PERSONAL PROPERTY - All personal property placed or moved in the
------------------
premises above described shall be at the risk of the Lessee or owner thereof,
and Lessor shall not be liable for any damage to said personal property, or to
the Lessee arising from the bursting or leaking of water pipes, or from any act
of negligence of any co-tenant or occupants of the Building or of other person
whomsoever.
31. HEIRS AND ASSIGNS - This Lease shall be binding upon the parties
-------------------
hereto and their respective heirs, personal representatives, successors in
interest and assigns.
32. VENUE AND JURISDICTION - Lessor and Lessee agree that any claim
------------------------
and/or controversy arising out of and/or relating to this Lease shall be brought
only in the District Court of Maryland for Xxxxxxxx County and/or Circuit Court
of Maryland for Xxxxxxxx County, to whose jurisdiction the parties hereby agree
and submit; nothing in this Section however, shall preclude either party from
bringing any appropriate Third Party Claim, Cross Claim or other claim against
the other in any action or suit instituted in any other Court by anyone not a
party to this Lease. Lessor and Lessee hereby mutually waive any right to trial
by jury in any action instituted by or against the other arising out of this
Lease.
33. QUIET ENJOYMENT - Lessor covenants that Lessee, so long as it
----------------
complies with terms hereof, shall peaceably and quietly hold and enjoy the
Premises for the term of this Lease.
WITNESS the hands and seals of the parties hereto as of the day and year
first above written.
WITNESS: LESSEE:
EASTON BANK AND TRUST COMPANY, A
Maryland Banking Association
/s/ Xxxxx X. Xxxxxxx BY:/s/ Xxxx Xxxxxxxxxx (SEAL)
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Ex Vice President
WITNESS: LESSOR:
HILL MANAGEMENT COMPANY, INC., For
ZNB, LLP
/s/ Xxxxx X. Xxxxxxx BY: /s/ Xxxxxxx X. Xxxxxx (SEAL)
----------------------- --------------------------------
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