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EXHIBIT 10.5
LEASE AGREEMENT
LESSOR: XXXXXX MEDICAL CENTER, LTD.
000 Xxxxx Xxxxxx Xxxx
Xxxxxxxx, XX 00000
LESSEE: ____________ BANK (TO BE FORMED).
W I T N E S S E T H:
In consideration of the mutual promises, covenants and conditions
herein contained, and rents to be paid by Lessee, and Lessee hereby leases from
Lessor, certain Premises in the office and complex located on Potter Park Drive,
Sarasota, Florida, commonly known as Xxxxxx Medical Center, for the term, at the
rentals and upon the terms and conditions hereinafter set forth:
1. PREMISES. The Premises leased hereunder are located at 0000 Xxxxxx
Xxxx Xxxxx, Xxxxxxxx, Xxxxxxx 00000, and consist of approximately 4,000 square
feet (hereinafter referred to as the "Premises"). Lessor hereby leases, lets and
demises the Premises unto Lessee, and Lessee hereby leases the Premises from
Lessor. The Premises will be within the highlighted area on the site plan
attached hereto as Exhibit A. Exact location of the 4,000 S.F. will be
determined within 60 days of lease execution.
2. COMMENCEMENT DATE. The parties acknowledge that this Lease shall be
legally binding as of the day on which it is fully executed by Lessor and
Lessee. The commencement date of the lease shall be the date of the Certificate
of Occupancy as issued by Sarasota County.
3. TERM. The term of this Lease shall be for a period of Five (5) Years
beginning as of the Commencement Date set forth above.
4. BASE RENT. During the initial term of this Lease, Lessee shall pay
to Lessor as annual base rent for the Premises the amount of Seventy-Two
Thousand and 00/100 dollars ($72,000.00) per year. The rent shall be payable in
equal monthly installments of Six Thousand and 00/100 dollars ($6,000.00). The
rent shall be gross to Lessor. Lessor shall pay all additional rent charges.
Lessee shall pay all costs of electricity, telephone and interior janitorial.
The rent shall be paid in advance on the first day of each month, without
demand. The rent for the first month shall be prorated as of the date the rent
commences.
In addition to base rent, Lessee shall pay to Lessor, monthly, a sum
equal to any sales tax, tax on rental, and any other charges or impositions now
in existence or imposed hereafter based upon the privilege of renting the
Premises.
5. ESCALATION. The base rent shall be increased four percent (4%) per
year, beginning with the first anniversary date of the initial term of the
Lease, and any Option period agreed to.
6. ADVANCE RENT AND SECURITY DEPOSIT. Upon full execution of this
Lease, and notwithstanding other provisions in this Lease to the contrary,
Lessee shall tender to Lessor the amount of Six Thousand Four Hundred Twenty and
00/100 dollars ($6,420.00), representing payment in advance including tax, for
the first month of the initial term of this Lease and a security deposit, in the
amount of Six Thousand and 00/100 dollars ($6,000.00), representing one month's
rent. All other rental payments shall be made in accordance with paragraph 4
above.
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7. USE. Lessee, its successors and assigns, shall use the Premises
exclusively for Business Offices, Banking, and for other uses approved by
Lessor, which approval shall not be withheld unreasonably. Lessee shall comply
with all laws, ordinances, rules and regulations of applicable governmental
authorities respecting the use, operation and activities of the Premises, or
permit any nuisance thereon. Lessee shall not make any use of the Premises which
would make void or voidable any policy of fire or extended coverage insurance
pertaining to the Premises. Lessee shall not abandon the Premises or leave said
Premises vacant, or abandon or cease business operations at the Premises during
the term of this Lease. Lessee shall not store or place any materials whatsoever
outside the Premises.
8. SIGNS AND DISPLAYS. Lessee shall not place or suffer to be placed or
maintained upon any door, roof, wall or window of the Premises, any sign,
awning, canopy or advertising material or other thing, and shall not place or
maintain any decoration, lettering or advertising material on the glass of any
window or door of the Premises, without Lessor's prior written consent, which
consent shall not be withheld unreasonably provided Lessee's proposed sign or
display meets the uniform design standards established by the Lessor.
9. MERCHANDISE DISPLAY. Lessee shall not have the right to display any
merchandise on the exterior of the Premises nor shall Lessee maintain any
loudspeaker, voicemaking or other sound projection device in such a manner as to
be audible to anyone outside the Premises, nor shall Lessee use or display any
flashing lights visible to anyone outside of the Premises.
10. REPAIRS, MAINTENANCE AND SURRENDER. Lessor shall maintain exterior
walls, roof and parking area. Lessee shall repair, service, keep and maintain
the Premises, including all fixtures, doors, walls, ceilings, floors, equipment,
appurtenances, plumbing fixtures and restrooms, in good and substantial repair
during the entire term of this Lease, and shall replace all glass and windows
and doors broken during the Lease term, but such agreement of Lessee shall not
apply to any damage caused by fire or other casualty covered by standard fire
and extended coverage insurance maintained by Lessor. Lessee shall promptly make
repairs at its own expense to the exterior or interior of the Premises if
damaged by Lessee, its agents, employees or business invitees. Lessee shall be
responsible to pay for and obtain a service contract which will cause quarterly
preventative maintenance of the air conditioning, heating, condenser and air
handling equipment servicing the Premises.
At the end of the term or upon termination of this Lease, Lessee
shall deliver of the Premises and all erections, alterations and additions made
to or upon the same, in good condition and repair, and in a broom-clean
condition, with all glass and windows and doors intact, and with all signs,
lettering, personal property, goods and effects belonging to Lessee or anyone
claiming through or under Lessee removed.
11. ALTERATION TO THE PREMISES AND REMOVAL OF INSTALLATIONS.
Lessee shall not make any substantial alteration or addition to the Premises,
including heating, air conditioning, electrical and plumbing systems, without
first obtaining the express prior written consent of Lessor, which consent shall
not be withheld unreasonably.
12. INSPECTION. Lessor or Lessor's representatives shall have the right
at any reasonable time to enter upon the Premises for the purposes of inspection
or otherwise to protect Lessor's interest, but the right of Lessor to enter or
do anything else to protect his interest, or the exercise or failure to exercise
said right, shall in no way diminish Lessee's obligations or enlarge Lessor's
obligations under this Lease or affect any right of Lessor, or create any duty
or liability by Lessor to Lessee or any third party.
13. CASUALTY DAMAGE. Lessee shall maintain at all times during the term
of this Lease any renewals thereof, fire, flood, casualty coverage in an
adequate amount insuring the Lessee's property located on or about the Premises
against loss by fire, flood or other casualty, and additionally, shall carry
plate-glass insurance on all glass in the Premises which shall be payable to
Lessor as its interest may appear. Certified copies of such insurance policies
shall be delivered by Lessee to Lessor prior to occupancy of the Premises.
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14. PUBLIC LIABILITY INSURANCE. Lessor shall carry adequate public
liability insurance covering the parking areas and walkways of the business
center. Lessee shall carry public liability insurance with respect to the
interior of the Premises in an amount equal to at least three hundred thousand
dollars ($300,000.00) per person and one million dollars ($1,000,000.00) per
occurrence. Additionally, Lessee shall maintain at all times during the term of
this Lease any renewals thereof, workmens' compensation insurance for the
benefit of all employees entering upon the Premises as the result of or in
connection with their employment of Lessee.
15. DEFAULT. In the event Lessee shall (a) fail to make any rental or
other payment due hereunder within ten (10) days following the day on which such
rental or other payment was due, or (b) if Lessee shall neglect or fail to
perform or observe any of the other covenants or undertakings herein on its part
to be performed or observed and such neglect or failure shall continue for
thirty (30) days after notice to it from Lessor; or (c) if the default is other
than a default under clause (a) above, or clauses (d) through (i) below, and is
such that it cannot be cured within thirty (30) days, but is capable of being
cured, and Lessee does not within said thirty (30) day period commence to cure
such default, continue to do so diligently, and thereafter complete such cure
within not more than ninety (90) days following notice of default; or (d) if
proceedings for corporate or other reorganization or arrangement under the
bankruptcy laws of the United States, or any laws amendatory thereof or
supplemental thereto, shall be filed by Lessee, or any guarantor of Lessee's
obligations ("Guarantor"); or (e) if any other proceedings are instituted by the
Lessee or any Guarantor under the bankruptcy laws, or any laws amendatory
thereof or supplemental thereto; or (f) if any other proceedings shall be
instituted against the Lessee or any Guarantor under bankruptcy laws or any
insolvency law and not be dismissed within thirty (30) days; or (g) if the
Lessee or any Guarantor shall execute an assignment of its property for the
benefit of its creditors; or (h) if a receiver or other similar officer for
Lessee or any Guarantor shall be appointed and not be discharged within thirty
(30) days; or (i) if the estate hereby created shall be taken by execution or by
other process of law and is then, except in the case of a default under clauses
(d) or (e) above, in which event this Lease shall terminate automatically,
Lessor may, immediately or at any time thereafter (notwithstanding any license
or waiver of any former breach or waiver of the benefit hereof, or consent in a
former instance) terminate this Lease by written notice to Lessee.
16. QUIET ENJOYMENT. Lessor covenants that so long as Lessee pays the
rent reserved in this Lease and performs it agreements hereunder, Lessee shall
have the right to quietly enjoy and use the Premises for the term hereof,
subject only to the provisions of this Lease.
17. BROKER. Lessee represents that it has not dealt with any person in
connection with the Premises or the negotiation or execution of this Lease other
than officers or employees of Lessor, Xxxxxxxx Realty, Inc., or except as set
forth on any separate brokerage agreement executed by the parties and attached
hereto. Lessee shall indemnify and save harmless Lessor from and against all
claims, liabilities, costs and expenses incurred as a result of any breach of
the foregoing representation by Lessee.
18. NOTICES. All notices required or contemplated by this Lease shall
be in writing and shall be delivered in person or by United States Certified
Mail, Return Receipt Requested, addressed to the party to whom such notice is
directed, at the addresses given above. By giving at least two (2) days prior
written notice to the other party, either party may change its address for
notices hereunder.
19. OPTION TO RENEW. Provided Lessee is not then in default, Lessee
shall have the right to renew this Lease by giving Lessor written notice, not
less than one hundred eighty (180) days prior to the expiration of the initial
Term of this Lease, of Lessee's exercise of its right to renew this Lease for an
additional term of five (5) years. Provided Lessee is not then in default,
Lessee shall have the right to renew this Lease again by giving Lessor written
notice, not less than one hundred eighty (180) days prior to the expiration of
the first renewal Term of this Lease, of Lessee's exercise of its right to renew
this Lease for one more additional term of five (5) years. Any renewal of this
lease shall be subject to all conditions, provisions, and covenants of the
Lease.
20. CONSTRUCTION OF INTERIOR IMPROVEMENTS. Lessor agrees to give to
Lessee an allowance of $100,000.00 toward Lessee's Interior Improvements. Lessor
shall install concrete floor slab and drywall on bottom of trusses. Lessee shall
be responsible for any and all cost associated with
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completing the Premises including, but not limited to, architectural fees,
construction cost, MSTU fees, and the like. Lessor shall complete the
improvements under a separate contract with Xxxx X. Xxxxxxxx, Inc. Lessee shall
review and approve, in writing, all plans and cost associated with improvements.
An estimate shall be provided by Lessor of cost. Contractor shall be entitled to
a fee of 10% of all cost associated with improvements.
21. RADON GAS. Florida law requires that the following notice be
provided on at least one document form or application executed at the time of or
prior to execution of a rental agreement for any building: "Radon is a naturally
occurring radioactive gas that, when it has accumulated in a building in
sufficient quantities may present health risks to persons who are exposed to it
over time. Levels of radon that exceed federal and state guidelines have been
found in buildings in Florida. Additional information regarding radon and radon
testing may be obtained from your County Public Health Unit."
IN WITNESS WHEREOF, Lessor and Lessee have caused this Lease to be executed as
required by law on the day and year first above written.
LESSOR:
XXXXXX MEDICAL CENTER, LTD
WITNESS:
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Executed by Lessor on
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LESSEE:
BANK
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WITNESS:
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Executed by Lessor on
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EXHIBIT A
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