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EXHIBIT 10P
LEASE AGREEMENT
THIS LEASE AGREEMENT made the 6th day of APRIL, 1996, to be effective
February 1, 1996, by and between WILLIAMSBURG SHOPPING CENTERS, INC., a Virginia
corporation with its principal place of business at 0000 Xxxxxxxxxxx Xxxx,
Xxxxxxxx, Xxxxxxxx 00000 (the "Landlord") and XXXXXX XXXXX BANK, a Virginia
corporation with its principal place of business at 0000 Xxxxxx Xxxx, Xxxxxxxxx,
Xxxxxxxx 00000 (the "Tenant"):
WITNESSETH, That:
1. LEASED PREMISES: In consideration of the covenants herein
contained, Landlord hereby lets to Tenant and
Tenant hires from Landlord that portion of the
building located at 0000 Xxxxxxxxxxxx Xxxxxxxxx,
Xxxxxxxxx, Xxxxxxxx 00000, containing
approximately 1,200 square feet as shown on
"Exhibit A" attached hereto and made a part
hereof, with the right to use the parking areas
located on the property along with the other
tenants of the building, for a term of five (5)
years commencing on the 1st day of February,
1996, and ending on the 31st day of the January,
2001.
2. RENT: Tenant hereby covenants and agrees to pay
Landlord the sum of THIRTY THOUSAND DOLLARS
($30,000) per year for each year of the term of
this lease, in equal monthly installments of TWO
THOUSAND FIVE HUNDRED DOLLARS ($2,500), payable
in advance no later than the 1st day of every
calendar month of the term of this lease
(commencing on February 1, 1996), hereinafter
designated as the "base rent". All said payments
shall be made at the office of Landlord, set
forth above, or at such other place as Landlord
shall from time to time designate by written
notice. There shall be a late charge of $150 for
any monthly installment not received by the
fifth (5th) day of the month.
In addition, Tenant shall also pay as rent, its
proportionate share (5.4%) ("proportionate
share"), which is its square footage rented
versus total square footage of the building,
hereinafter referred to as its proportionate
share) of any real estate taxes and assessments
and sewer charges. (Currently taxes are due no
later than 1/2 on June 30 and 1/2 on December
30). Landlord shall notify Tenant of the receipt
of the tax xxxx and the amount of tax owed by
Tenant. Thereupon, Tenant shall pay Landlord its
share of the taxes and sewer charges no later
than five (5) days of receipt of such
notification by Landlord. Landlord shall further
prorate Tenant's proportionate share of taxes
and assessments to be paid by Tenant for any
partial tax periods occurring during the lease.
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Notwithstanding anything to the contrary
contained in this Lease, "Real Estate Taxes"
shall not include any of the following:
1. tax upon Landlord's net income or
profits.
2. federal, state or local income taxes,
franchise, gift, transfer, excise,
capital stock, estate, succession, or
inheritance taxes.
3. the portion of real estate taxes that
is allocable to any building capital
improvements made after the Building
was fully assessed as a completed and
occupied unit and the Lease was signed
shall not be included, except to the
extent that the additional improvements
directly benefit all tenants, or at
least directly benefit the Tenant.
4. any fines, interest or penalties
incurred by Landlord by reason of
Landlord's failure to pay in a timely
manner any real estate taxes.
5. any taxes based on increases in
assessed value due to (a) any sale,
transfer or conveyance of the Building
or Land including any of Landlord's
right, title or interest thereto; (b)
the creation of a net lease; (c) any
mortgaging or refinancing of the
Building or the Land; (d) improvements
for other occupants of the property;
(e) capital improvements to the
Building which do not benefit Tenant;
and (f) increases in the rentable area
of the Building and additions to the
Land.
Notwithstanding anything to the contrary
contained in this Lease, in the event any real
estate taxes are payable in installments over
time, then Landlord shall elect (or shall be
deemed for purposes hereof to have elected) to
pay such taxes over the maximum permissible
number of installments. Any interest or fee
charged by the taxing authority as a condition
to Landlord's right to pay such taxes in
installments may be included in real estate
taxes. Landlord shall pay all real estate taxes
by the date due, and shall, upon Tenant's
written request, furnish Tenant with evidence of
such payment. Real estate taxes shall be deemed
to assume that the Building and that portions of
the Land (including only that much of the
parking area required to satisfy existing
Arlington zoning requirements to fully park the
Building) upon which the Building is located
constitute a separate tax lot, and that the
Building is the only building on said portion of
the Land. If, however, either assumption is not
correct, then the real estate taxes attributable
to the Building shall be those allocated to the
Building on the tax rolls or the records of the
tax assessor. Notwithstanding anything to the
contrary contained in this Lease, Tenant shall
have the right to contest tax assessments if
Landlord does not, and to recover amounts
earlier paid resulting from a successful contest
together with
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the reasonable costs of the contest (including
reasonable attorneys' fees).
3. COMMON AREA
MAINTENANCE: Landlord agrees that it will properly maintain
and operate the Common Areas, as hereinafter
defined, and shall keep same in good order and
condition and maintain existing lighting. The
obligation of the Landlord shall consist of the
prompt repairing, re-striping, repaving,
resurfacing and resealing, when required, of the
Common Areas, the maintenance and repair of all
curbing and directional marker, the prompt
removal of snow and ice, landscaping, common
area utility usage, and maintaining existing
lighting during all hours of darkness that
Tenant shall be open for business. Landlord will
also assume responsibility for the maintenance
of any property boundary walls and catch basins
in the parking lot. Any trash removal costs for
the Common Areas shall not include any costs
attributable to the removal of trash of any
tenant in the Building. Common Areas shall be
defined as all Building sidewalks, ramps, paved
parking areas, paved service areas, signs,
lighting/and all means of ingress, egress,
acceleration, deceleration and circulation for
the aforesaid parking and service areas of the
Building to and from public streets and roadways
bordering the Building now or hereafter made
available or maintained by Landlord in
connection with the Building. All of the
aforesaid obligations of Landlord shall be
performed in accordance with good and accepted
shopping center practices throughout the term,
Landlord recognizing that the Common Areas must
be available, in good order and condition, to
serve Tenant's customers, employees and vendors.
Provided Landlord complies with the provisions
of this Article, Tenant agrees to pay to
Landlord its proportionate share of the Common
Area Maintenance ("CAM") costs incurred by
Landlord in fulfilling its obligations and for
no other costs. CAM costs will not include any
management, administrative, accounting, data
processing or audit fees; and will not include
capital expenditures or capital improvements
made by Landlord to the Common Areas. Any sum
payable to Landlord under this Article shall be
paid by Tenant within thirty (30) days, but not
more than twice annually, after receipt from
Landlord of demand therefor, accompanied by
detailed documentation, including copies of all
receipted bills and by a computation of Tenant's
percentage share.
"CAM Costs" shall mean only those normal,
reasonable and customary expenses, charges and
fees consistent with similar first-class office
buildings in Arlington County, Virginia which
are actually incurred by the Landlord but only
to the extent incurred in connection with the
management, operation, maintenance, servicing,
cleaning, and insuring of the demised premises
or the building containing the demised premises.
All CAM Costs shall be determined according to
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generally accepted accounting principles,
consistently applied ("GAAP").
Notwithstanding anything to the contrary
contained in this Lease, in the event there
exists a conflict as to an expense which is
specified to be included in CAM Costs and is
also specified to be excluded from CAM Costs as
hereinafter described, the exclusions listed
below shall prevail and the expenses shall be
deemed excluded. Notwithstanding anything to the
contrary contained in this Lease, "CAM Costs"
shall not include the following:
(1) any ground lease rents;
(2) any and all costs, expense, fine and
interest payments (including but not limited to
capital expenditures) incurred or required to be
paid due to Landlord's failure to comply with
applicable Legal Requirements (hereinafter
defined);
(3) costs incurred for capital improvements
reasonably expected to reduce CAM Costs above
the amount actually saved as the result of such
capital improvements;
(4) costs incurred by Landlord for the repair of
damage to the building containing the demised
premises or the demised premises to the extent
that Landlord is entitled to be reimbursed by
insurance (or would have been entitled had
Landlord carried the insurance required to be
carried hereunder by the Landlord), or other
third parties, and costs attributable solely to
a particular tenant of the building containing
the demised premises;
(5) depreciation and amortization of any type,
except on materials, tools, supplies and vendor
type equipment purchased by Landlord to enable
Landlord to supply services Landlord might
otherwise contract for with a third party where
such depreciation and amortization would
otherwise have been included in the charge for
such third party's services, all as determined
according to GAAP, and when depreciation or
amortization is permitted or required, the item
shall be amortized over its reasonably
anticipated useful life;
(6) leasing commissions, attorney's fees, and
other costs and expenses incurred in connection
with negotiations or disputes with present or
prospective tenants or other third parties;
(7) subject to Item No. (3) above, costs of a
capital nature, including, without limitation,
capital improvements, capital repairs, capital
equipment and capital tools, all as determined
under GAAP;
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(8) expenses in connection with services or
other benefits which are not offered to Tenant
or for which Tenant is charged directly but
which are not provided to another tenant or
occupant;
(9) costs incurred by Landlord due to the
violation by Landlord or any other tenants of
the terms and conditions of any lease;
(10) interest, principal, points and fees on
debt or amortization on any mortgage or
mortgages or any other debt instrument;
(11) any compensation paid to clerks.
attendants, or other persons in commercial
concessions operated by Landlord or in the
parking areas;
(12) rentals and other related expenses incurred
in leasing air conditioning systems, elevators
or other equipment ordinarily considered to be
of a capital nature;
(13) all items and services for which Tenant or
any other tenant reimburses or should be
reimbursing Landlord and which Landlord provides
selectively to one or more tenants (other than
Tenant) without reimbursement;
(14) advertising and promotional expenditures,
and costs of signs identifying the Landlord or
any tenant;
(15) electric power costs for which any tenant
directly contracts with the local public service
company;
(16) services provided and costs incurred in
connection with any operation of any retail,
restaurant or deli or garage operations, if any;
(17) costs incurred in connection with
replacing, repairing, retrofitting or upgrading
to comply with ADA, handicapped, life, fire and
safety codes in effect from time to time;
(18) costs incurred in connection with
alternatives to chlorofluorocarbons and related
equipment;
(19) wages, salaries, fees and fringe benefits
paid to administrative or executive personnel or
officers or partners of Landlord or management
agents or anyone else over the level of building
supervisor; wages, salaries, fees and fringe
benefits paid to administrative or executive
personnel or officers or partners of Landlord or
management agent; and wages, salaries, fees and
fringe benefits paid to construction supervisory
personnel;
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(20) the cost of any repair made by Landlord
because of the condemnation or total or partial
destruction of the demised premises or the
building containing the demised premises;
(21) the cost of overtime or other expense to
Landlord due to Landlord's defaults or incurred
while performing work expressly provided in this
lease to be borne at Landlord's expense;
(22) allowances, concession, permits, licensees,
inspections, and other costs and expenses
incurred in completing, fixturing, renovating or
otherwise improving, decorating or redecorating
space for tenants (including Tenant),
prospective tenants or other occupants or
prospective occupants;
(23) after hours or overtime HVAC costs or
electricity costs if chargeable or charged
separately to other tenants;
(24) any cost representing an amount paid for
first class services and/or materials to a
related person, firm, or entity to the extent
such amount exceeds the amount that would be
paid for such first class services and/or
materials at the then existing market rates to
an unrelated person, firm, or entity;
(25) costs incurred due to the late payment of
taxes, utility bills or other amounts owing, so
long as Landlord was obligated to make such
payments and did not in good faith dispute the
amount of such payments;
(26) general overhead and general administrative
expenses and accounting, record-keeping and
clerical support of Landlord or the management
agent, except reasonable expenses incurred in
connection with the on-site operations of the
property management office, on a prorated basis
to the extent such operations are directly
servicing the Building;
(27) increased insurance premiums caused by
Landlord's or any tenant's hazardous or prior
acts or omissions;
(28) moving expense costs of tenants;
(29) costs incurred for any items to the extent
Landlord is entitled to or recovers under a
manufacturer's, materialmen's vendor's or
contractor's warranty;
(30) costs of acquisition of sculpture,
paintings, or other objects of art;
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(31) the rent or expenses in lieu of rent for
any storage space or other facilities for the
benefit of Landlord;
(32) costs incurred to test, survey, clean up,
contain, xxxxx, remove or otherwise remedy
hazardous materials and/or indoor air quality
problems;
(33) costs directly resulting from the
negligence or misconduct of Landlord or its
employees, agents, contractors or employees;
(34) costs or fees relating to the defense of
Landlord's title or interest;
(35) costs or expenses incurred by Landlord in
financing, refinancing, pledging, selling,
granting or otherwise transferring or
encumbering its ownership rights;
(36) cost of installing, operating and
maintaining any specialty service operated by
the Landlord, such as an athletic or
recreational club;
(37) any other expenses that under GAAP would
not be considered normal maintenance, repair,
management, or operation expenses. CAM Costs
shall be reduced by all cash discounts, trade
discounts or quantity discounts received by
Landlord or Landlord's managing agent in the
purchase of any goods, utilities or services. If
any amounts comprising CAM Costs are incurred
not just with respect to an office area, but
also with respect to a retail area, then
Landlord shall reasonably allocate such amounts
between the office and retail areas. Such
allocation shall be made on a fair and equitable
basis, based on the usage of or benefits
received from the service, utility or item in
question. Landlord shall not recover more than
100% of the CAM Costs actually incurred by
Landlord.
4. USE OF PREMISES: Tenant may use the demised premises or any part
thereof for any lawful purpose, including any
retail use and including the operation of a
branch bank. If the Tenant desires to use the
premises for other purposes it must obtain the
Landlord's prior written approval, which shall
not be unreasonably withheld. The Tenant
understands that in deciding whether to grant
such approval, the Landlord can consider the
economic effect of such change upon the other
tenants and the nature of the Building.
5. ALTERATIONS: Tenant shall have the right to install Automatic
Teller Machines (ATMs), night depositories,
alarm and security systems, vaults, safes, safe
deposit boxes, tellers' cages, etc., as required
for Tenant's business; and upon termination of
the Lease, Tenant may remove such installations
at it sole cost and expense. To the extent that
Tenant
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installs vaults and safes, or undertakes
structural alterations, then, prior to
installation, Tenant shall take all necessary
actions to endure that such installation or
alteration does not adversely affect the
structural integrity of the Building. Tenant may
make any and all alterations to the demised
premises provided, however that if permits are
required from the applicable governmental
authorities as a precondition to undertaking
such alterations, Tenant shall provide copies of
its plans for such alterations, if any, to
Landlord.
6. SIGNAGE: Tenant shall have the right to retain its
exterior building signage currently displayed. A
Pylon sign shall be erected by Landlord to
advertise the Shopping Center, Tenant shall have
the right to place a sign on such pylon in
accordance with the attached and incorporated
signage plan.
7. REPAIRS AND
RETURN OF
PREMISES: Tenant shall, at its expense, keep the interior
nonstructural portions of the demised premises
(including floor coverings, ceiling tiles, paint
and plate glass and including plumbing, HVAC and
electrical systems contained within the demised
premises) in good working order and repair.
Except as otherwise provide above, Landlord
shall make all other repairs and replacements to
the demised premises and the building containing
the demised premises, including but not limited
to the roof, floor, walls and structural
portions of the demised premises, as well as the
HVAC system serving the demised premises. Tenant
agrees that the termination of this Lease, by
lapse of time or otherwise, to return said
demised premises to Landlord in as good
condition as when received, ordinary wear and
tear, casualty loss and loss by condemnation
accepted. In addition to the foregoing and
notwithstanding anything to the contrary
contained in this Lease, it is agreed that
Landlord and not Tenant shall be responsible for
complying with any present or future laws, rules
or regulations of federal, state, county,
municipal or other governmental authorities or
any of their departments, commissions, boards or
agencies or with any direction or recommendation
of any public officer or officers pursuant to
law, or with any orders or notices of the
National Board of Fire Underwriters or any
requirements of any insurer of the demised
premises or any part thereof, including but not
limited to The Americans With Disabilities Act.
8. ASSIGNMENT &
ALTERATIONS: Tenant may assign this Lease or sublet all or
any portion of the demised premises for any
lawful retail use or as a branch bank without
the approval of the Landlord. Notwithstanding
the foregoing, in the event that Tenant's
sublessee or assignee intends to operate the
demised premises for the sale of fabric or
sewing notions, health and beauty aids, greeting
cards or prescription drugs or as a gift store,
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drug store or candy store, Tenant's right to
sublease or assign shall be subject to
Landlord's prior written consent which shall not
be unreasonably withheld, conditioned or
delayed. All additions, fixtures and
improvements made in or upon said premises by
Landlord shall be the Landlord's property and
shall remain upon said demised premises at the
termination of the this Lease. Any additions,
fixtures and improvements made by the Tenant may
be removed by Tenant upon the termination of
this Lease, provided that Tenant makes any
necessary repairs to the area caused by the
removal.
9. UTILITIES &
HVAC: Landlord shall furnish the necessary plumbing,
electrical and HVAC systems to provide adequate
environmental conditions and use of the demised
premises all in quantities commensurate with
those expected in a first class office building
in the Arlington, Virginia area. The parties
acknowledge that the premises are currently
equipped with plumbing, electric and HVAC and
that Landlord will not be making any alterations
or modifications to those systems. In addition,
Landlord will not furnish such systems as are
made necessary by any approved improvements to
the premises made by Tenant including modifying
the sewer/drainage systems.
In addition, the Tenant shall be responsible for
its proportionate share of unmetered utility
charges. To the extent that the premises are
individually metered for electric, gas, and
water, Tenant shall arrange for those utilities
directly with the utility companies. Any such
utility bills shall be paid on time and any
charges for Tenant's proportionate share of
unmetered utility charges shall be paid within
five (5) days of receipt of written request for
payment.
In the event that Tenant is prevented from using
and does not use the demised premises or any
part thereof for five (5) consecutive business
days or ten (10) days in any twelve (12) month
period (the "Eligibility Period") as a result of
any damage or destruction to the demised
premises, or any repair, maintenance or
alteration performed by Landlord after the date
of this Lease which interferes with the Tenant's
use of the demised premises or any failure to
provide utility services or access to the
demised premises, or because of an eminent
domain proceeding or because of the presence of
hazardous substances in, on or around the
demised premises or the Building containing the
demised premises which could in the Tenant's
business judgment and taking into account the
Requirements of any governmental authority with
respect to hazardous substances, pose a health
risk to the occupants to the demised premises
(the foregoing circumstances being referred to
as the "Suspension Events") then, all rent and
all charges due hereunder shall be abated or
reduced, as the case may be, after expiration of
the Eligibility Period for such time that Tenant
continues to be so prevented from using and does
not use, the demised premises
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or a portion thereof in the proportion that the
rentable area of the portion of the demised
premises that Tenant is prevented from using and
does not use, bears to the total rentable area
of the demised premises. However, in the event
that Tenant is prevented from so conducting, and
does not conduct its business in any portion of
the demised premises for a period of time in
excess of the Eligibility Period and the
remaining portion of the demised premises is not
sufficient to allow Tenant to effectively
conduct its business therein, and if Tenant does
not conduct its business from such remaining
portion, then for such time after the expiration
of the Eligibility Period during which Tenant is
so prevented from effectively conducting its
business therein, all rent and additional
charges for the entire demised premises shall be
abated. If Tenant's right to abatement occurs
because of an eminent domain taking and/or
because of damage or destruction to the demised
premises, Tenant's abatement period shall
continue until Tenant has been given sufficient
time, and sufficient access to the demised
premises to rebuild the portion of the demised
premises that is required to rebuild (if any) to
install its property, furniture, fixtures and
equipment, and to move in over one weekend. If
Tenant is prevented from using and does not use
substantially the entire demised premises for a
period of excess of thirty (30) days after a
Eligibility Period because of the occurrence of
a Suspension Event, Tenant may at its option
thereafter, terminate this Lease by notice in
writing to Landlord.
10. DEFAULT: It is further covenanted and agreed by and
between the parties hereto that if Tenant shall
fail to pay the rent herein reserved, or any
installment thereof, within ten (10) days after
written notice from Landlord accurately stating
that the same has not been paid when due, or
Tenant shall fail to keep and perform any other
covenant or agreement herein on Tenant's part to
be performed, provided that Tenant shall have a
thirty (30) day cure period for any such default
or such longer period as is reasonable in the
circumstances given the nature of the obligation
and the ability to cure such default within the
prescribed time, then the term hereby created,
at the option of Landlord, shall cease and
terminate, and said nonpayment of rent or breach
of covenant shall operate as a Notice to Quit,
all and every other kind of notice to quit being
hereby expressly waived, and said Landlord or
its assigns shall have the right to distrain for
rent in arrears, or take such other action as
Landlord may be advised, and reentry by Landlord
shall not operate to cancel this lease, but all
liability herein imposed upon and assumed by
Tenant shall remain and continue. Landlord shall
have the right also to recover possession of
said premises forthwith upon any nonpayment of
rent and breach of covenant without any further
notice to quit or otherwise.
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11. RULES &
REGULATIONS: Tenant agrees to comply with all the reasonable
rules and regulations now or at any time
hereafter during the existence of this lease
adopted by Landlord, and posted in or about the
said building, or otherwise brought to the
attention of Tenant, provided that the same do
not conflict with any right of Tenant under this
lease. Landlord shall apply all such rules and
regulations equally to all tenants of the
Building contained in the demised premises.
12. DAMAGE TO THE
DEMISED
PREMISES: If the demised premises shall be damaged by fire
or other cause, Landlord shall diligently and as
soon as practicable after such damage occurs
repair such damage to the demised premises
(excluding the Tenant's personal property) at
the expense of Landlord. Notwithstanding the
foregoing, (i) if the demised premises or the
building containing the demised premises is
damaged by fire or other cause to such an extent
that, in Landlord's or Tenant's reasonable
judgment, the damage cannot be substantially
repaired within two hundred (200) days after the
date of such damage then either Landlord or
Tenant within sixty (60) days from the date of
such damage may terminate this Lease by written
notice to the other. If either Landlord or
Tenant terminates this Lease, the rent and all
other charges due hereunder shall be apportioned
and paid to the date of such damage. If neither
Landlord nor Tenant so elects to terminate this
Lease but the damage required to be repaired by
Landlord is not repaired within two hundred
(200) days from the date of such damage (such
two hundred (200) day period to be extended by
the period of any delay outside the direct
control of Landlord plus a reasonable period for
a satisfactory settlement with any insurance
company involved), Tenant, within ten (10) days
from the expiration of such two hundred (200)
day period (as the same may be extended), may
terminate this Lease by written notice to
Landlord. During the period that Tenant is
deprived of the use of all or any portion of the
demised premises, all rent and other charges due
hereunder shall be abated.
13. CONDEMNATION: If, in Tenant's reasonable opinion, a
substantial portion of the demised premises or
the building containing the demised premises
shall be taken or condemned by any governmental
or quasi-governmental authority for any public
or quasi-public use or purpose (including,
without limitation, sale under threat of such a
taking), then the term of this Lease shall cease
and terminate as of the date when title vests in
such governmental or quasi-governmental
authority, and rent and all other charges due
hereunder shall be prorated to the date when
title vests in such governmental or
quasi-governmental authority. If, in Tenant's
reasonable opinion less than a substantial part
of the demised premises or the building
containing the demised premises is taken or
condemned by any governmental or
quasi-governmental authority for
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any public or quasi-public use or purpose
(including, without limitation, sale under
threat of such a taking), all rent and other
charges due hereunder shall be reduced by the
ratio that the portion so taken bears to the
rentable square footage of the demised premises
before such taking, effective as of the date
when title vests in such governmental or
quasi-governmental authority, and this Lease
shall otherwise continue in full force and
effect. Tenant hereby agrees to make no claim
against the condemning authority for any portion
of the amount that may be awarded as
compensation or damages as a result of such
taking; provided, however, that Tenant may, to
the extent allowed by law, claim an award for
moving expenses and for the taking of any of
Tenant's personal property.
14. NOTICES: All notices and demands authorized or required
to be given to Tenant and landlord hereunder
will be sent in writing by Certified Mail,
overnight courier service, or hand delivery to
the addresses, set forth above, or at such other
place as the parties shall from time to time
designate by written notice.
15. INUREMENT
& WAIVER: All covenants are, as the case may require,
binding and shall inure to the benefit not only
of Landlord and of Tenant, but also to their
respective heirs, legal representatives and
permitted assigns, unless otherwise contrary to
the provisions of this lease. Waiver of any
specific covenant or provision without this
lease. Waiver of any specific covenant or
provision within this lease agreement in any
single instance shall not operate as a blanket
waiver or otherwise affect any of the terms and
provisions herein, or of any subsequent breach
thereof.
16. ACCESS TO
PREMISES: Tenant further covenants that Landlord or its
agent shall have access to said premises at any
time after reasonable notice for the purpose of
inspection, or in the event of fire or other
property damage, or for the purpose of making
any repairs, emergency or otherwise, that
Landlord considers necessary or desirable.
17. SUBORDINATION: Provided Landlord provides to Tenant a
subordination, nondisturbance and attornment
agreement satisfactory in all respects to Tenant
from any mortgagee, Tenant agrees that the lien
of this leasehold shall be subordinated to the
lien of any construction loan or permanent
financing secured upon the said premises by
Landlord, which subordination shall be effected
by the recordation of a proper instrument among
appropriate land records by Landlord without
signature of Tenant. Tenant agrees to execute
such further reasonable assurances, including
subordination agreements and estoppel letters,
as may be reasonably required by Landlord.
Notwithstanding the foregoing or anything else
to the contrary in his lease, so long as
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Tenant is not in any breach of any material
provision of this lease, Tenant shall have the
sole right to quiet enjoyment, use and occupancy
of the demised premises without interruption or
interference from Landlord, any mortgagee or
lienholder or any other third party.
18. RISK OF LOSS,
INSURANCE: Tenant agrees that all personal property in said
premises shall be and remain at the sole risk of
Tenant, and Landlord shall not be liable to
Tenant, its employees, agents, contractors,
business invitees, licensees, customers,
clients, family members, guests or other
persons, for any damage to or loss of such
personal property or bodily injury arising from
any act or acts of negligence of any person or
persons, or from the leaking roof, or from the
bursting, leaking or overflowing of water, sewer
or steam pipes, or from heating or plumbing
fixtures, or from any other cause whatsoever,
and Tenant agrees not to do anything or permit
anything to be done or brought on to the
premises which shall increase the rate of fire
or similar insurance on the building. If the
rate of fire or similar insurance on the
building increases because of Tenant's
possession of the property for any reason, such
increase shall be paid by Tenant no later than
five (5) days of receipt of such notification by
Landlord. Tenant agrees to indemnify and hold
Landlord, its offices and agents, harmless from
and against any and all liability and expense of
any nature, including court costs and attorney's
fees, arising out of or connected with Tenant's
use and occupancy of the premises. In addition,
Tenant agrees to maintain liability insurance
for bodily injury and property damage of at
least $1,000,000/$1,000,000.
In addition, Tenant shall pay its proportionate
share of insurance maintained by the Landlord on
the Building within five (5) days of receipt of
request for payment.
Notwithstanding anything to the contrary
contained in this Lease, beginning on the date
of this Lease and at all times thereafter during
the term of this Lease, the Landlord shall
maintain:
1. standard "all-risk" casualty insurance,
covering the demised premises and the building
containing the demised premises and all
leasehold improvements therein and all personal
property of Landlord located therein in amounts
at least equal to full replacement cost at the
time in question, but in no event less than such
coverage as is required to avoid coinsurance
provisions;
2. commercial general liability insurance
against claims for property damage or loss,
bodily injury or death, personal injury,
products liability, and contractual liability,
naming Tenant as an additional insured and
having a cross-liability endorsement, providing
combined single limit coverage on an occurrence
basis in the amount
- 13 -
14
of $1,000,000; such policy (or policies) shall
be primary coverage which do not contribute to
and are not in excess of coverage which Tenant
may carry.
3. employer's liability insurance with a minimum
limit of $1,000,000 for bodily injury;
4. workmen's compensation insurance in statutory
limits;
5. rental income insurance in an amount equal to
twelve (12) months of rent (including CAM costs
payable by Tenant) under this Lease; and
6. such other insurance coverages as are
customarily carried by similar landlords of
comparable first class office buildings located
in the Northern Virginia area.
In no event shall the limits of such policy be
considered as limiting the liability of Landlord
under this Lease.
At the Tenant's request the Landlord shall
furnish the Tenant a certificate or certificate
of insurance certifying that the insurance
coverage required hereby is in force. Any
insurance required by the terms of this Lease to
be carried by the Landlord may be under a
blanket policy (or policies) covering other
properties of the Landlord and/or its related or
affiliated corporations. If such insurance is
maintained under a blanket policy, the Landlord
shall procure and deliver to the Tenant a
statement from the insurer or general agent of
the insurer setting forth the coverage
maintained and the amounts thereof allocated to
the risks intended to be insured hereunder.
Notwithstanding any other provision of this
Lease, Landlord hereby waives any claims it may
hereafter have against Tenant on account of any
damage for which Landlord is covered by
insurance required to be carried by the Landlord
hereunder or under any other insurance actually
carried by Landlord.
Notwithstanding anything to the contrary
contained in this Lease, Landlord and Tenant
each waive any and all rights to recover against
the other or against any other tenant or
occupant of the building containing the demised
premises, or against the officers, directors,
shareholders, partners, joint venturers,
employees, agents, customers, invitees or
business visitors of such other party or of such
other tenant or occupant, for any loss or damage
to such waiving party arising from any cause
(whether or not such loss or damage is caused by
the fault or negligence of the other party or
anyone for whom said other party may be
responsible) covered by any insurance required
to be carried by such party pursuant to this
Lease (or which would have been covered by had
the insurance been carried as required hereby)
or
- 14 -
15
any such insurance actually carried by such
party to the extent of the limits of such
policy. Landlord and Tenant will, from time to
time upon reasonable request by the other party,
cause their respective insurers to issue
appropriate waiver of subrogation rights
endorsements to all property insurance policies
as required hereunder. This provision is
intended to restrict each party to recovery
against insurance carriers and waive fully any
rights and/or claims which might give rise to a
right of subrogation in any insurance carrier.
19. HOLDOVER: It is hereby agreed that, in the event Tenant
holds the premises over after the expiration of
the specific period provided in this lease, said
tenancy shall be at a rate per month equal to
125% of the monthly rent payable by Tenant
immediately preceding the expiration of this
Lease, and under the terms and conditions of
this lease.
20. WAIVER OF
EXEMPTIONS: Tenant waives the benefit of the homestead or
any other exemption provided by law as to any of
its obligations hereunder.
21. REGULATORY
COMPLIANCE: Landlord and Tenant each agree to comply with
all applicable federal, state and local laws,
rules, orders, ordinances and regulations,
including environmental. Landlord and Tenant
each represent that they are and will remain in
full compliance with all federal, state and
local statutes and regulations concerning
hazardous substances and will remedy at that
party's own expense and in an expeditious manner
any and all violations of the same for which
that party is responsible.
22. EMINENT
DOMAIN: If more than 10% of the demised premises is
taken by eminent domain or if a significant
portion of any parking areas are taken by
eminent domain so that Tenant's business cannot
be reasonably operated; this Lease may be
terminated by Tenant giving Landlord notice no
later than ninety (90) days from the date title
vests in the condemning authority. Landlord
shall be entitled to all damages and
compensation awarded for any taking, and Tenant
assigns to Landlord all its right to any such
award. Tenant, however, may claim any award made
specifically for fixtures and other equipment
installed by it, but only if such award shall be
made by the condemnation court in addition to
and stated separately from the award made by it
for the land and the building or part thereof so
taken, but Tenant shall not claim any award for
its leasehold.
23. NATURE OF
RELATIONSHIP: The relationship between the parties is solely
that of Landlord and Tenant and nothing in this
Lease shall be construed to creating a
partnership or joint venture between the
parties.
- 15 -
16
24. BROKERAGE: The parties represent and warrant to each other
that they have had no dealings with any real
estate brokers regarding this lease and each
agrees to indemnify and hold the other harmless
from any claim for brokerage fee or commission
arising from their respective acts.
25. GOVERNING LAW: This Lease shall be governed and construed in
accordance with the laws of the State of
Virginia. The parties hereby waive all right to
trial by jury in any claim, action, proceeding,
or counterclaim by either of them against the
other or any matters arising out of or in any
way connected with this Lease, the relationship
of Tenant and Landlord and/or Tenant's use or
occupancy of the Leased Premises.
26. SEVERABILITY: If any provision of this Lease or any
application thereof shall be invalid, illegal,
or unenforceable, the validity, legality, and
enforceability of the remaining provisions
hereof and any other application thereof shall
not be impaired thereby.
27. MODIFICATION: This writing is intended by the parties as final
expression of their agreement and as a complete
and exclusive statement of the terms thereof,
all negotiations, considerations, and
representations between the parties having been
incorporated herein. No course of prior dealings
between the parties or their affiliates shall be
relevant or admissible to supplement, explain,
or vary any of the terms of this lease.
Acceptance of, or acquiescence in, a course of
performance rendered under this or any prior
agreement between the parties or their
affiliates shall not be relevant or admissible
to determine the meaning of any of the terms of
this Lease. No representations, understandings,
or agreements have been made or relied upon in
the making of this Lease other than those
specifically set forth herein. This Lease can
only be modified by a writing signed by all of
the parties or their duly authorized agents.
Time shall be of the essence with respect to all
of the parties' obligations hereunder.
28. RIDER: The parties hereto have discussed the
possibility of Tenant relocating within the
Building. To cover that possibility, a Rider is
attached hereto and made a part hereof.
29. SUB-LEASE: It is understood and agreed by and between the
parties that Tenant's previous sub-lease is
hereby terminated.
30. TENANT'S RIGHT
TO AUDIT: Notwithstanding anything to the contrary
contained in this Lease, after receipt of
Landlord's annual audited reconciliation
statement, Tenant at its expense shall have the
right at all reasonable times and upon five (5)
business days notice to audit Landlord's books
and records relating to items affecting CAM
costs or real estate taxes for any prior or
subsequent calendar year(s) for which additional
rental payments become due.
- 16 -
17
Landlord shall fully cooperate with Tenant and
its auditor so as to facilitate the performance
of Tenant's audit. Tenant may review and copy
such documentation during normal business hours.
Tenant agrees to endeavor in good faith and use
its reasonable efforts to conduct the audit in a
manner which will cause minimum disruption to
the operation of the Building and the management
office.
In the event that it is determined that the
actual CAM costs or real estate taxes for any
calendar year, as chargeable to Tenant under
this Lease are less than the amount set forth in
the Landlord's reconciliation statement of such
charges submitted by Landlord for such year,
then Landlord shall reimburse Tenant for such
overcharge within thirty (30) days of receipt of
notice thereof.
IN WITNESS WHEREOF, the parties to this Lease set their hands as of the
date hereinabove written.
Landlord: WILLIAMSBURG SHOPPING CENTER,
INC.
By: /s/ XXXXXX X. XXXXXX, XX.
------------------------------
XXXXXX X. XXXXXX, XX.
Chairman
Tenant: XXXXXX XXXXX BANK
By: /s/ XXXXX X. XXXXXXX
------------------------------
Name: XXXXX X. XXXXXXX
----------------------------
Title: EVP.
----------------------------
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18
RIDER TO LEASE
THIS RIDER TO LEASE is dated the _____ day of __________, 1996 by and
between WILLIAMSBURG SHOPPING CENTERS, INC., a Virginia corporation ("Landlord")
and XXXXXX XXXXX BANK ("Tenant") and is attached to and incorporated in a
certain Lease by and between the Landlord and Tenant of even date with respect
to space located at 0000 Xxxxxxxxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxx, 00000.
Capitalized terms not otherwise defined herein shall have the meaning set forth
in the Lease. To the extent any provision herein conflicts with any provision of
said Lease, the terms and conditions of this Rider shall control.
FOR AND IN CONSIDERATION OF the mutual promises set forth in the Lease and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. For a period of twelve (12) months from the date hereof,
Landlord may offer the demised premises for lease to a third party
(subject however to Tenant's rights hereunder). If such third party
agrees to lease the demised premises within the time period aforesaid,
Tenant at its option may, by sending written notice to Landlord no later
than ten (10) days after being informed by Landlord that such third party
has agreed to lease the demised premises:
A) terminate the Lease 150 days after giving Landlord written
notice of its intent to so terminate
B) elect to remain in the demised premises upon the following
terms:
(i) rent - $30,000 per year triple net payable in
12 monthly installments
(ii) term - 5 years from date of election
(iii) renewal options - 1st 5 year extension at
$33,000 per year triple
net
-2nd 5 year extension
at $36,300 per year
triple net, or
C) elect to move into the space labeled "Adjacent Space" on
Exhibit A containing approximately 1,000 leasable square
feet of space upon the following terms:
(i) rent - $25,000 per year triple net payable in
12 monthly installments, rent to
commence upon substantial completion
of the Adjacent Space
(ii) term - 5 years from date of substantial
completion of the Adjacent Space
(iii) renewal options - 1st 5 year extension at
$27,500 per year triple
net
19
- 2nd 5 year extension at
$30,250 per year triple
net
(iv) termination payment
- if Tenant moves into the Adjacent Space but
does not exercise the first renewal option,
it shall pay Landlord upon expiration of the
initial term of the Lease, the sum of
$25,000.
(v) buildout allowance
- Landlord will contribute $50,000 toward the
cost of completing the Adjacent Space to
Tenant's specifications. Landlord will make
best efforts to build the Adjacent Space and
move the Tenant to the Adjacent Space in a
manner to minimize the disruption of the
Tenant's business activities.
2. If Tenant exercises its option to move to the Adjacent Space,
Tenant shall pay, based on monthly invoices, the cost of any work in
excess of the $50,000 allocated portion of Tenant's allowance. Tenant
shall be entitled, at its option, to a credit refund (payable at
occupancy) to the extent Tenant does not use the entire allowance to
cover the cost of completing the Adjacent Space.
3. With respect to the Adjacent Space, all of the work to be done
by Landlord in completing the Adjacent Space shall be substantially in
accordance with the plans and specifications prepared by Tenant's
architects and shall be done in compliance with all laws, ordinances,
rules and regulations of all applicable governmental authorities. Upon
Tenant's election to move into the Adjacent Space, Landlord shall
immediately commence and proceed with due diligence to complete the
Adjacent Space for Tenant's use and occupancy in accordance with Tenant's
plans and specifications. All work shall be performed in a first class
workmanlike manner and all materials shall be of first class quality.
WITNESS THE FOLLOWING SIGNATURES AND SEALS:
Date: APRIL 6, 1996 LANDLORD:
WILLIAMSBURG SHOPPING CENTERS, INC., a
Virginia corporation
By: /s/ XXXXXX X. XXXXXX, XX. (SEAL)
--------------------------
Name: XXXXXX X. XXXXXX, XX
Title: CHAIRMAN
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20
TENANT:
XXXXXX XXXXX BANK
By: /s/ XXXXX X. XXXXXXX (SEAL)
---------------------
Name: Xxxxx X. XxXxxxx
Title: EVP
- 20 -
21
WILLIAMSBURG SHOPPING CENTERS, INC.
0000 XXXXXXXXXXX XXXX
XXXXXXXX, XX 00000
APRIL 6, 1996
MINUTES - MEETING OF THE STOCKHOLDERS
A meeting being held at 1:00 PM this date of the stockholders of the
corporation. The following motions are put forth:
Xxxxxx X. Xxxxxx, Xx., President, made a motion that will authorize Xxxxxx X.
Xxxxxx, Xx., Chairman, to sign the lease between the corporation and the Xxxxxx
Xxxxx Bank for the rental of 1,200 Square Feet of space in the shopping center
and as further described in said lease.
Xxxx X. Xxxxxx, Secretary, seconds the motion.
A majority of stockholders being present and voting, the above motion is
unanimously approved.
In Witness Whereof, I have hereunto subscribed my name
and affixed the seal of this corporation on April 6,
1996.
/s/ XXXXXX X. XXXXXX /s/ XXXX X. XXXXXX
------------------------ ----------------------
Attested Secretary
[SIG]
-------------------------
Attested
