EXHIBIT 10.17
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LEASE AGREEMENT
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THIS LEASE AGREEMENT is made and entered into this _____day of
____________, 1996, by and between FIRST UNION NATIONAL BANK OF VIRGINIA, a
national banking association, whose address is Attn: Corporate Real Estate
Division, 1420 Two First Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
("Landlord"), and MATEWAN BANCSHARES, whose address is X.X. Xxx 000, Xxxxxxxxxx,
Xxxx Xxxxxxxx ("Tenant").
NOW, THEREFORE, in consideration of the foregoing Premises, the mutual
covenants set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant,
intending to be legally bound, hereby agree as follows:
1. REPRESENTATIONS, PREMISES. Landlord, in consideration of the rentals
hereinafter reserved to be paid and of the covenants, conditions and agreements
to be kept and performed by Tenant, hereby leases, lets and demises to the
Tenant, and Tenant hereby leases and hires from Landlord that certain space,
hereinafter called the Leased Premises, consisting of approximately 2,600 square
feet on the second floor located in the building at 000 Xxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxx 00000.
2. TERM. The Term of this Lease shall begin on the 1st day of July, 1996,
(the "Commencement Date") and shall continue for TWO (2) years, ending on the
30th day of June, 1998, on which date the tenancy created hereunder shall
terminate without notice.
3. OPTION TO EXTEND TERM. Negotiable after one (1) year.
4. BASE RENT. In consideration for the use of the Leased Premises, Tenant
shall pay to Landlord without set off, counterclaim, or abatement of any nature
whatsoever, as Base Monthly Rent during the period July 1, 1996 through June 30,
1998, the sum of Two Thousand and 00/100 Dollars ($2,000.00), payable on the
first day of each month. ALL RENT CHECKS ARE TO BE MADE PAYABLE TO FIRST UNION
NATIONAL BANK AND MAILED TO FUNB/VA PROPERTIES, X.X. XXX 00000, XXXXXXXX,
XXXXXXXX 00000-0000.
5. USE. The Leased Premises shall be occupied and used solely for
financial services including lending, annuities and insurance, etc., and for no
other purposes whatsoever.
6. UTILITIES AND OTHER SERVICES; REPAIRS. Landlord shall furnish on or
near the office space a reasonable amount of water, electricity, air
conditioning and heat for Tenant's use during ordinary business hours in a
manner customary to similar office buildings in the same locale. The heating
and air conditioning system in said building shall be operated only when
Landlord, in
its sole judgment, considers that the weather requires it. Tenant agrees to and
shall keep all plumbing, electrical, and heating in good repair. In addition,
Tenant shall maintain and make all other repairs in or to the Leased Premises
and any equipment located therein.
(a) If the building is equipped with elevator(s), Landlord shall furnish
elevator service (self-service or otherwise) to all floors of the building
during ordinary business hours, but shall not be liable for damages nor shall
the rental hereinabove stipulated be abated for failure to furnish such service
when such failure is not due to Landlord's negligence.
(b) Tenant shall be responsible for its own janitorial services.
7. ALTERATIONS. Tenant shall accept the Leased Premises in "as is"
condition. Tenant shall make no alterations, additions or improvements to the
office space (such as subdividing partitions of installing walls, paneling,
bookshelves, floor covering, cabinets, and similar items) without obtaining the
prior written consent of Landlord. Such consent shall not be unreasonably
withheld in the case of minor alterations to conform the office space to the use
of Tenant. Tenant shall bear the cost and be solely responsible for the
property damage or bodily injury resulting from any alterations which are
permitted by Landlord hereunder. When made, such additions or improvements made
by Tenant (except only moveable office furniture, book shelves and similar
equipment) shall become the property of Landlord and shall remain upon and be
surrendered with the office space at the termination of this Lease or upon
Tenant's vacating said premises. Landlord may, at its option, however, require
Tenant to remove any such additions or improvements which Landlord designates in
written notice, delivered to Tenant specifying the items to be removed. Upon
receipt of such notice Tenant shall complete the removal of the designated items
not later than the date of the expiration or earlier termination of this Lease
or five (5) days after receiving such notice, whichever is later. Tenant agrees
to and shall promptly reimburse Landlord for any expenses which Landlord incurs
in connection with removing such items (if Tenant fails to do so) and restoring
the office space to its original condition. Tenant, at its sole cost and
expense, shall comply with all applicable laws, rules and regulations relating
to the Leased Premises.
8. FIRE AND OTHER CASUALTY. Landlord covenants and agrees to keep the
said building insured against loss by fire, with extended coverage, along with
any and all contents being the property of Landlord. In no event shall Landlord
be liable for fire and extended coverage insurance covering the property of
Tenant located in the Leased Premises. Tenant covenants and agrees to keep the
said personal property owned by Tenant insured against loss by fire, with
extended coverage, along with any and all contents being the property of the
Tenant. If the Leased Premises are damaged by fire or any other casualty
covered under Landlord's insurance policy, Landlord agrees to repair such
damage, provided
if such damage deprives Tenant of the use and occupancy of more than half of the
leased space for a period grater than ninety (90) days, then either Landlord or
Tenant shall have the option, exercisable within thirty (30) days after the date
such damage occurs, to terminate this Lease by written notice to the other,
effective as of a date not less than thirty (30) days after the date such notice
is mailed to such party.
9. INDEMNITY. Tenant shall indemnify, defend and save Landlord harmless
against and from any and all claims or causes (whether groundless or otherwise)
by or on behalf of any person, firm or corporation for personal injury or
property damage occurring in the office space or building, or upon the parking
lot or any other facility or appurtenance used in connection with the office
space occasioned in whole or in part by any of the following: (a) any act or
omission on the part of Tenant or any employee (whether or not acting within the
scope of employment), agent, invitee or guest, assignee or subtenant; (b) any
misuse, neglect or unlawful use of the office space, the building or any of its
facilities; (c) any breach, violation or non-performance of any undertaking of
Tenant under this Lease; or (d) anything growing out of the use and occupancy of
the office space by the Tenant or anyone holding or claiming to hold through or
under Tenant.
10. PERSONAL PROPERTY. All personal property of any kind or description
whatsoever in or near the office space, building or parking lot, shall be at the
Tenant's sole risk, and the Landlord shall not be liable for any damage done to
or loss of such personal property. Landlord shall not be liable for damage or
loss suffered by the business or occupation of the Tenant arising from any act
or omission of co-tenants or other occupants of or visitors to the building, the
employees or agents of Landlord or of other persons. Neither shall Landlord be
liable for such personal property loss or damage due to the bursting,
overflowing or leaking of water, sewer or steam pipes, or from the heating or
plumbing fixtures, or from electric wires, or from gas or odors, or caused in
any other manner whatsoever.
11. TAXES. Landlord shall make timely payment of all real property (ad
valorem) taxes and assessments levied against the office space. Tenant shall
make timely payment of all taxes and assessments levied against Tenant's stock
of merchandise, furniture, equipment, supplies and other like property incident
to Tenant's occupancy of the office space, and of all privilege and business
licenses, taxes and similar charges for which Tenant is primarily responsible.
Tenant's obligation to pay taxes and assessments shall include (but shall not be
limited to) those assessed against trade furnishings, fixtures and equipment
which Tenant may be privileged to remove upon termination of this Lease.
12. INSURANCE.
(a) Tenant shall be responsible for keeping all furniture,
fixtures, equipment and other property incident to Tenant's use of the office
space insured against loss or damage by fire, and shall hold Landlord harmless
against any liability for such loss.
(b) Tenant shall provide and keep in force, for the protection of Tenant
and Landlord, general public liability insurance against claims for property
damage, bodily injury or death upon or near the office space or near any other
facility used in connection with Tenant's occupancy of the office space in
amount of not less than $2,000,000 in respect to bodily injury or death to any
one person and for bodily injury or death to more than one person arising out of
one accident or disaster and property damage insurance with limits of not less
than $2,000,000. Tenant shall also carry, at its own expense, plate glass
insurance, where appropriate. Upon request by Landlord, Tenant shall furnish
Landlord satisfactory evidence of such coverage.
13. RIGHT OF ENTRY. Landlord shall have the right to enter the office
space at any time for the following purposes:
(a) To examine the premises.
(b) To make such repairs, additions, or alterations to the office space or
to the building as may be deemed necessary for the safety and comfort of the
occupants of the building or the preservation of said building (including the
right, during the progress of such alterations or repairs, to keep and store
within or near the office space, all necessary materials, tools, equipment,
etc.).
(c) To show to prospective tenants during the last six months of the lease
term.
(d) To show to prospective purchasers of the building.
(e) For any purpose which Landlord may deem necessary or useful to the
operation and maintenance of the building. The right of entry shall likewise
exist for the purpose of removing placards, signs, fixtures, alterations or
additions which do not conform to this Lease or the Rules and Regulations of the
building; and for Landlord to xxxxx at Tenant's sole cost and expense any of
the Rules and Regulations herein referred to if Landlord shall see fit to do so.
No such entry shall render Landlord liable to any claim or cause of action for
loss or damage to property Tenant occasioned by such entry or shall in any
manner affect any other obligations and covenants of this lease.
14. EMINENT DOMAIN. In the event more than half of the building in which
the office space is located or more than half of such office space shall be
taken by any public authority under the power of eminent domain, or like power,
or upon sale of the building to any public authority under threat of a public
taking, this Lease shall terminate as of the date possession thereof shall be
required to be delivered to the appropriate authority. If this Lease is not
terminated as hereunder provided, Landlord shall make such structural repairs to
the building as may be appropriate and Tenant shall make such repairs to the
Leased Premises as may be appropriate. In no event may Tenant make any claim
against the public authority in connection with any taking if the result of
such claim, if granted, would reduce Landlord's claim.
15. SIGNS AND ADVERTISING. Without the prior written consent of Landlord,
Tenant shall not permit the painting or display of any signs, placard, lettering
or advertising material of any kind on or visible from the exterior of the
office space.
16. ASSIGNMENT AND SUBLETTING. Without Landlord's prior consent, Tenant
shall not assign this Lease, or sublet any part of the office space, or
otherwise transfer any right or interest hereunder. If Landlord gives its
consent, such approval shall not release Tenant form Tenant's duties and
obligations hereunder and shall be limited only to the particular instance
described in the consent upon such terms and conditions and for such purposes as
stated therein.
17. REMOVAL OF EQUIPMENT AND FIXTURES. All trade furnishings, fixtures
and equipment in the office space which are supplied and installed at the sole
expense of Tenant shall remain Tenant's property. Tenant may remove these items
after termination of the Lease provided:
(a) Tenant is not in default hereunder at the time of termination;
(b) Removal of the items can be accomplished without major damage to the
office space or building; and
(c) Tenant immediately repairs or reimburses Landlord for the cost of
repairing all resulting damage or defacement to the office space or building due
to such removal.
18. SURRENDER OF POSSESSION. Tenant shall deliver up and surrender to
Landlord possession of the office space at the expiration or termination of this
Lease by lapse of time or otherwise in as good repair and condition as when
Tenant was first put into possession of the office space, reasonable wear and
tear alone excepted.
19. LATE FEES. Any installments of Base Monthly Rent or additional rent
remaining unpaid for five (5) days after the date when due shall be subject to a
late charge equal to five percent (5%) of such installment. In addition to the
forgoing, and without regard to whether this Lease has been terminated, Tenant
shall pay to Landlord all costs incurred by Landlord, including reasonable
attorneys' fees, disbursements and actual costs, with respect to any lawsuit or
action instituted or taken by Landlord to enforce the provisions of this Lease.
20. EVENTS OF AND REMEDIES UPON DEFAULT. As used in this Lease, the term
"Event of Default" shall mean any of the following:
(a) Tenant's failure to make payment of any rental installment within ten
(10) days after same is due and payable;
(b) Tenant vacates the Leased Premises, becomes bankrupt, makes an
assignment for the benefit of creditors or becomes insolvent;
(c) Tenant's failure within ten (10) days after receipt of demand from
Landlord to fulfill any obligation imposed on Tenant by this Lease;
(d) A receiver is appointed for Tenant, Tenant's property or Tenant's
leasehold interest hereunder;
(e) Tenant's personal property used in connection with the office space is
taken on execution or similar process; or
(f) Failure of Tenant to discharge any mechanic's lien filed against the
Leased Premises as a result of any work performed at the Leased Premises for
Tenant within thirty (30) days after the filing thereof.
Upon the happening of an Event of Default, Landlord, at its option, may:
(a) Terminate this Lease;
(b) If default consist in whole or in part of Tenant's failure to expend
funds, make the necessary expenditures for the account of Tenant which
expenditures shall be deemed additional rent due and payable with the next
rental payment thereafter falling due;
(c) Terminate Tenant's right to possession of the office space without
terminating the term of its Lease, Tenant to continue to be liable to Landlord
hereunder for all rental and other charges payable hereunder for the remainder
of the lease term; or
(d) Exercise any other remedies available to Landlord at law, equity, or
otherwise.
21. WAIVER. Failure of the Landlord to insist, at any time or times, upon
strict performance of this Lease, or its failure to exercise any option
hereunder, shall not be construed as a waiver of such covenant or option, but
the same shall continue and remain in full force. Landlord's receipt of rent,
with knowledge of Tenant's default, shall not be deemed a waiver of such
default, and no waiver of any provision hereof shall be deemed to have been made
unless expressed in writing and signed by Landlord. If Tenant makes any payment
of amount less than due hereunder, Landlord may without notice accept the same
as payment on account and Landlord shall not be bound by any notation on any
check involving such payment or any statement in any accompanying letter or
other writing. The receipt by Landlord of any rent or any other sum of money or
any other consideration paid by Tenant after the termination in any manner of
the term herein granted, or after the giving by Landlord of any notice as
provided herein to effect such termination, shall not reinstate, continue, or
extend the term herein granted or destroy, or in any manner impair the efficacy
of any such notice of termination as may have been given hereunder by Landlord
to the Tenant prior to the receipt of any such sum or money or other
consideration, unless so agreed to in writing and signed by the Landlord. The
delivery of the keys to the office space to any officer or employee of Landlord
shall not operate as a termination of this Lease or as a surrender of the office
space. Waiver by Landlord of any covenant or agreement set forth in this Lease
shall not be deemed to be a waiver of any subsequent breach or any other
covenant or agreement of the Lease. No act or conduct
of any nature or character on the part of Landlord, its agent, representative or
employee, other than by an agreement in writing signed by Landlord, shall be
construed as a waiver of the provisions set forth herein, irrespective of any
circumstances existing at the time of any such acts or conduct.
22. COST AND COUNSEL FEES. To the extent permitted by law, Tenant shall
pay all costs and reasonable attorney's fees incurred by Landlord in the
enforcement of this Lease arising out of any default on the part Tenant.
23. POSSESSION. (a) Early possession. If the office space is ready for
occupancy prior to the date set forth above. Tenant may elect (but shall not be
required) to accept possession before that day, in which event the period of
early possession shall be added to the term of this Lease and the rental for
the office space shall be added to the term of the Lease and the rental for the
office space shall begin immediately. (b) Delayed possession. If the office
space is not ready for occupancy and possession is not tendered or delivered to
Tenant until after the date set forth above, the term of this Lease shall begin
on the date when said office space is ready and possession is tendered or
delivered and the rental shall be abated proportionately.
24. NOTICE. Any notice or demand which under the terms of this Lease or
by reason of any law must or may be given or made shall be in writing and may be
given or mad by mailing same by registered or certified mail, to the Landlord at
Barnes, Morris, Xxxxxx & Xxxxxx Management Services, LLC, 0000 00xx Xxxxxx,
X.X., Xxxxx 0000, Xxxxxxxxxx, X.X. 00000, Attention: Xxxxxxxx X. Xxxxxxx, and to
Tenant, at the address on Lease. Either party, however, may designate in
writing such new or other address to which such notice or demand shall
thereafter be made or mailed. Any notice given hereunder by mail shall be
deemed delivered when deposited in a United States post office box, postage
prepaid.
25. MECHANIC'S LIEN. Tenant shall not do or suffer anything to be done
wherby the land or building of which the office space is a part may be
encumbered by any mechanic's or materialman's lien. Whenever and as often as
any mechanic's lien is filed against said land or building purporting to be for
labor or material furnished or to be furnished to the Tenant, Tenant shall
discharge same of record within ten (10) days after the date of filing. Notice
is hereby given that Landlord shall not be liable for any labor or materials
furnished or materialman's lien or other security interest of any kind
whatsoever for any such labor or materials shall attach to or affect Landlord's
interest in and to the land or building of which the office space herein leased
to Tenant is a part.
26. REMEDIES CUMULATIVE. The remedies given to Landlord herein are
cumulative and not alternative and are in addition to any other rights Landlord
may have at law or in equity or
otherwise.
27. BINDING EFFECT. The covenants and agreements contained herein shall
apply to and inure to the benefit of and be binding upon the parties hereto,
their respective successors and assigns.
28. CONTRACT MADE. Tenant acknowledged that none of Landlord's agents,
employees, or other representatives, have the power or authority to modigy or
accept a surrender of this lease, and that such power and authority is rested
solely in the officers of the Landlord. Landlord has made no representations or
promises in respect to the office space except those contained herein, and
those, if any, contained in some written communication to Tenant signed by an
officer of Landlord.
29. QUIET ENJOYMENT. Provide Tenant has performed all of the terms,
covenants, agreements, and conditions of this Lease, including the payment of
Rental and all other sums due hereunder, Tenant shall peaceably and quietly hold
and enjoy the Leased Premises against landlord and all persons claiming by,
through or under Landlord, for the term herein described subject to the
provisions and conditions of this Lease.
30. HOLDING OVER. In the event that Tenant shall not immediately
surrender the Leased Premises on the date of expiration of the term hereof,
Tenant shall, by virtue of the provisions hereof, becomea a Tenant by the month
at a monthly rent equal to the greater of (a) the then fair market rental value
of the Leased Premises or (b) two (2) times the monthly rental in effect during
the last month of the term of this Lease, which said monthly tenancy shall
commence with the first day next after the expiration of the term of this
Lease. The Tenant as a monthly Tenant shall be subject to all of the conditions
and covenants of this Lease at least thirty (30) days written notice of any
intention to quit the Leased Premises, and Tenant shall be entitled to thirty
(30) days written notice to quit the Leased Premises, and Tenant shall be
entitled to rent in advance or of the breach of any other covenant by the
Tenant, in which event Tenant shall not be entitled to any notice to quit, the
usual thirty (30) days notice to quit being hereby expressly waived.
Notwithstanding the foregoing provisions of this Paragraph 30, in the event that
Tenant shall hold over after the expiration of the term of this Lease, then at
any time prior to Landlord's acceptance of rent from Tenant as a monthly tenant
hereunder, Landlord at its option, may forthwith re-enter and take possession of
the Leased Premises without process, or by any legal process in force in the
jurisdiction in which the Leased Premises are located.
31. RIGHT OF TERMINATION. Should Landlord sell or transfer the ownership
of the building, Landlord shall have the right to terminate this Lease, subject
to the terms and conditions hereinafter act forth. Landlord may exercise such
right by delivering notice to Tenant at least one-hundred twenty (120) days
prior to the termination date. If Landlord elects to terminate the Lease in
accordance with this Section 31, Tenant shall not be entitled to receive any
cancellation fee or other compensation from Landlord, and Tenant shall not be
obligated to pay any termination fee to Landlord.
32. ENTIRE AGREEMENT. This Lease includes all of the understandings and
agreements of the parties, and its terms shall not be changed or varied except
in writing signed by both parties.
IN WITNESS WHEREOF, this lease is duly executed by Landlord and Tenant.
WITNESS/ATTEST: TENANT: MATEWANBANC
SHARES
______________________ _________________________
By: Xxx X. Xxxxx
Its: President
WITNESS/ATTEST: LANDLORD: FIRST UNION
NATIONAL BANK OF VIRGINIA
______________________ _________________________
By: Xxxxxxx X. Xxxxxxx
Its: Vice President
