LEASE AGREEMENT
THIS
LEASE AGREEMENT
is made
this 10th day of August, 2006 between:
XXXXXX
ASSOCIATES LLC,
hereinafter
referred to as LANDLORD,
and
CITY
CENTRAL BANCORP, INC.,
hereinafter
referred to as TENANT.
LEASE
OF PREMISES
Landlord
hereby leases to Tenant and Tenant hereby leases from Landlord, subject to
all
terms and conditions hereinafter set forth, those certain premises (hereinafter
called the "Demised Premises") as set forth in Item 1 of the Basic Lease
Provisions and located in that certain building known as 00000 Xxxxx Xxxxx
Xxxxxx, Xxxx, XX 00000, hereinafter sometimes referred to as the "Building".
The
Building and all outbuildings and the grounds on which the Building is located
are hereinafter collectively referred to as the "Project".
BASIC
LEASE PROVISIONS
1.
|
Building
Name:
|
00000
Xxxxx Xxxxx Xxxxxx
|
Xxxx,
XX 00000
|
||
1
|
Demised
Premises:
|
That
certain portion of the building located on the first floor and depicted
on
the floor plan attached hereto as Exhibit A, commonly known as Suite
101.
|
2.
|
Rentable
Area:
|
Approximately
2,197 square feet of rental space (including an allocable share of
the
common areas).
|
3.
|
Expense
Percentage:
|
Not
applicable; this is a gross lease
|
4.
|
Basic
Annual Rent:
|
$45,036.00
|
Monthly
Rent:
|
$
3,753.00 (first month’s rent due upon execution of
Lease)
|
|
5.
|
Term
of Lease:
|
The
period commencing on the Commencement Date and ending on the Termination
Date.
|
-1-
6.
|
Basic
Annual Rent
|
|
During
Each
|
||
Extended
Term:
|
$3,865.59
for each monthly Extended Term.
|
|
7.
|
First
Rental
|
|
Adjustment
Date:
|
The
first day of the first Extended Term.
|
|
8.
|
Term
of Lease:
|
One
year
|
9.
|
Security
Deposit:
|
$3,500.00
|
10.
|
Brokers:
|
Landlord’s
Broker:
|
XXXXXXXX-XXXXX,
REALTORS
|
|
00000
Xxxxxxx Xxxx Xxxx, Xxxxx 000
|
||
Xxxxxxxxxx
Xxxxx, XX 00000
|
||
Tenant’s
Broker:
|
XXX
XXXXXX REALTORS
|
|
00000
Xxxxxxx Xxxx Xxxx
|
||
Xxxx
Xxxxxxxxxx, XX 00000
|
11.
|
Permitted
Use:
|
Bank
and/or General Office Use
|
12.
|
Address
for Notices:
|
Tenant:
|
City
Central Bancorp, Inc.
|
|
Attn:
Xxxxxx X. Xxxxx
|
||
00000
Xxxxx Xxxxx Xxxxxx, Xxxxx 000
|
||
Xxxx,
XX 00000
|
||
Landlord:
|
Xxxxxx
Associates, LLC
|
|
00
Xxxxxx Xx
|
||
Xxxx
Xxxx, XX 00000
|
13. |
All
payments under this Lease shall be made payable
to:
|
Xxxxxx
Associates,
LLC
|
14. |
Exhibits
and Addendum:
|
Exhibit
“A”
|
Description of Premises | |
Exhibit
"B"
|
Rules
and Regulations
|
|
Exhibit
“C”
|
Additional
Stipulations
|
|
Exhibit
“D”
|
Tenant
Improvements
|
-2-
15.
|
Commencement
Date:
|
The
date Tenant obtains a certificate of occupancy for the Demised Premises
from the City of Novi. Landlord will cooperate with Tenant in obtaining
the certificate of occupancy.
|
16.
|
Termination
Date:
|
The
day immediately preceding the one year anniversary of the Commencement
Date.
|
17.
|
Initial
Monthly
|
|
Common
Area Charge:
|
Included
in gross monthly rent
|
The
body of the Lease begins on the next page.
-3-
2. |
Parties.
|
This
Lease is executed as of the date set forth in Section 1(a) hereof by and between
Landlord and Tenant.
3. |
Description.
|
A. Demised
Premises. In
consideration of and for the terms and conditions set forth herein and
throughout this Lease, Landlord hereby leases to Tenant the following
premises:
00000
Xxxxx Xxxxx Xxx
Xxxxx
Xxxxx, Xxxxx 000
Xxxx,
XX
00000
The
demised premises consists of approximately 2,197 square feet of total lease
area
(the "Demised Premises"). In addition to the Demised Premises, Landlord grants
to Tenant, its agents and customers, a license to use the private drives,
sidewalks and parking areas (in accordance with the rules and regulations)
and
other common areas of the Project in common with Landlord, its agents and all
other tenants of the Project. Provided, however, that, notwithstanding the
foregoing, Tenant, its agents and customers shall be subject to the regulations
and controls set forth in this Lease, including all governmental laws and
ordinances and insurance requirements (collectively the "Rules and
Regulations"), a copy of which are attached hereto and incorporated herein
as
Exhibit “B”. The Rules and Regulations may be reasonably changed, modified, or
expanded from time to time by Landlord within the limits of the subject matter
contained herein, e.g., traffic control, parking, storage, environmental
limitations and similar matters.
B. Changes
And Additions.
Landlord hereby reserves the right at any time, and from time to time, to make
alterations or additions to or subtractions from, and to build additional
stories on the Building and to build adjoining the same or to remove existing
structures on the same. Landlord also reserves the right at any time, and from
time to time, to construct other buildings and improvements in the Project,
to
enlarge or reduce the Project, and to make alterations therein or additions
thereto, and to build additional stories on any building or buildings within
the
Project, and to construct decks or elevated parking facilities and
free-standing, single story buildings within the parking lot areas of the
Project. Such changes and alterations, however, shall not interfere with
Tenant’s use of the Demised Premises. The purpose of the attached drawing is to
show the approximate location of the Demised Premises within the Project.
Landlord reserves the right at any time to relocate the various buildings,
parking areas and other common areas shown on said drawing. In the event that
Landlord enlarges or reduces the Project, the Tenant’s Share (as defined in
Section 3 of the Basic Lease Terms) shall be adjusted to reflect the square
footage of the Demised Premises in proportion to the rentable square footage
in
the Project, as modified.
-4-
4. |
Term.
|
A. The
term
shall be One (1) Year commencing on the Commencement Date (the “Term”). In the
event that the Commencement Date occurs other than on the first day of a month,
the days in said partial month shall be added to the term and the rent for
such
partial month shall be prorated based on a 30 day month and the Basic Rental
for
the first year.
B. Option
to Renew. Provided
that Tenant is not in default hereunder and has not been in material default
during the Term, Tenant shall have an option to renew this Lease for an
additional period of six months (the “Extended Term”). To exercise that Option,
Tenant must deliver written notice to Landlord no less than ninety (90) days
prior to the expiration of the Term, time being of the essence. During the
Extended Term, all of the terms and conditions hereof shall apply.
5. |
Rent.
|
A.
Minimum
Rent Tenant
shall pay to Landlord, without notice or demand and without any set-off or
deduction whatsoever, as annual Minimum Rent, the amounts as set forth in
Section 4 of the Basic Lease Terms (the “Minimum Rent"), which Minimum Rent
shall be paid in equal monthly installments, in advance, on or before the first
day of each calendar month of the Lease Term, commencing with the Commencement
Date of this Lease. All rent shall be payable at the address of the office
of
the Landlord as first provided above or such other location as Landlord may
designate in writing to Tenant.
B.
Late
Charges In
the
event that any installment of Minimum Rent, sums payable as additional rent,
charges or sums otherwise required to be paid hereunder are not received on
or
before the fifth (5th)
day
after same are due, then, for each and every late payment, Tenant shall
immediately pay Landlord, as additional rent, a service charge equal to the
greater of Two Hundred ($200.00) or five (5%) per cent of the amount due.
6.
Landlord’s
Work; Completion of Improvements. Tenant
accepts the Demised Premises in “AS-IS” condition without any representation by
Landlord, or any person, firm or corporation on behalf of Landlord as to the
condition thereof, except as provided herein.
7. |
Operating
Costs.
|
A. Tenant
shall pay to Landlord, as additional rent during the Term, Tenant's
proportionate share of property taxes, assessments, insurance and costs of
maintenance, repairs to the Project, including down spouts, gutters, painting,
and proportionate share of Operating Costs, as hereinafter defined, calculated
on the basis of the ratio set forth herein. The term "Operating Costs" shall
mean any and all expenses, costs and disbursements of any kind and nature
whatsoever incurred by Landlord in connection with the ownership, management,
maintenance, operation and repair of the Development which Landlord shall pay
or
become obligated to pay during a certain calendar year (regardless of when
such
Operating Costs were incurred). The Operating Costs shall be incurred by
Landlord for the purpose of operating and maintaining the Project in a condition
of similar quality to that of developments similar in nature. The Operating
Costs shall include, but are not limited to, the sprinkler systems, the costs
of
maintaining and repairing parking lots, parking structures and easements, the
elevator in the Building and other common areas of the Project, a property
management fee of ten (10%) percent of the total of Operating Costs, salaries,
fringe benefits and related costs payable to employees of Landlord whose duties
are connected with the Project, insurance costs, all heating and air
conditioning costs, electricity, sewer and water and other utility costs not
separately metered to tenants of the Project, landscape maintenance, trash
and
snow removal pest extermination, Taxes, as defined in this Section 7, and costs
and expenses incurred by Landlord in protesting any assessments, levies or
the
tax rate. The Operating Costs shall not include the following; (i) costs of
alterations of any tenant's premises; (ii) costs of curing construction defects;
(iii) depreciation; (iv) interest and principal payments on mortgages, and
other
debt costs; (v) real estate broker’s leasing commissions or compensation; (vi)
any cost or expenditure (or portion thereof) for which Landlord is reimbursed,
whether by insurance proceeds or otherwise; (vii) cost of any service furnished
to any other occupant of the Project that Landlord does not provide to Tenant;
and (viii) capital improvements.
-5-
B. Promptly
after the Commencement Date and during December of each year or as soon
thereafter as practicable, Landlord shall give Tenant written notice of its
estimate of Operating Costs payable hereunder for the ensuing calendar year.
On
or before the first day of each month thereafter, Tenant shall pay to Landlord,
as additional rent, one/twelfth (1/12th) of Tenant’s Share of such estimated
amounts, provided that if such notice is not given in December, Tenant shall
continue to pay on the basis of the prior year's estimate until the first day
of
the month after the month in which such notice is given. If at any time it
appears to Landlord that the amounts payable hereunder for the then current
calendar year will vary from its estimate, Landlord may, by written notice
to
Tenant, revise its estimate for such year, and subsequent payments by Tenant
for
such year shall be based upon such revised estimate. As soon as practicable
after the close of each calendar year, Landlord shall deliver to Tenant a
summary of the total Operating Costs for the previous calendar year and Tenant's
proportionate share thereof. If such summary shows an amount due from Tenant
that is less than the estimated payments previously paid by Tenant, a credit
in
that amount shall be issued to Tenant, such credit to be applied to additional
rent items next due hereunder. If such summary shows an amount due from Tenant
that is more than the estimated payments previously paid by Tenant, Tenant
shall
pay the deficiency to Landlord as additional rent, within thirty (30) days
after
delivery of the summary. Tenant or its representatives shall have the right
to
examine Landlord's books and records of Operating Costs during normal business
hours within twenty (20) days following the furnishing of the summary to Tenant.
Unless Tenant takes written exception to any item within thirty (30) days
following the furnishing of the summary to Tenant (which item shall be paid
in
any event), such summary shall be considered as final and accepted by Tenant.
If
Landlord selects the accrual accounting method rather than the cash accounting
method for operating expense purposes, Operating Costs shall be deemed to have
been paid when such expenses have accrued.
C. Landlord
agrees to pay all taxes, installments of special assessments and governmental
charges lawfully due and payable with respect to the Project before they become
delinquent. If, at any time during the Term of the Lease, the present method
of
taxation shall be changed so that in lieu of the whole or any part of any taxes,
assessments or governmental charges levied, assessed or imposed or real estate
and the improvements thereon, there shall be levied, assessed or imposed on
Landlord a capital levy or other tax directly on the rents received therefrom
and/or a franchise tax, assessment, levy or charge measured by or based, in
whole or in part, upon such rents for the present or any future building or
buildings on the Project, then all such taxes, assessments, levies or charges
shall be deemed to be included within the term "Taxes" for the purposes hereof.
-6-
8. |
Landlord's
Responsibilities.
|
Landlord
shall maintain in good repair, reasonable wear and tear and any casualty covered
by the provisions of Paragraph 12 excepted, all parts of the Project making
all
necessary repairs and replacements, except as provided in Paragraph 9, whether
ordinary or extraordinary, structural or nonstructural, including roof,
foundation, walls, down spouts, gutters, sprinkler system; regularly mow any
grass, remove weeds, snow removal and perform general landscape maintenance
and
maintain and repair the parking lot and driveway areas. Tenant shall immediately
give Landlord written notice of any defect or need for repairs after which
Landlord shall have a reasonable opportunity to repair the same or cure such
defect. Landlord's liability with respect to any defects, repairs or maintenance
for which Landlord is responsible under any of the provisions of this Lease
shall be limited to the cost of repairing such defect. The term "walls" as
used
herein shall not include window glass or plate glass, doors, window and door
frames or office entries.
9. |
Tenant's
Responsibilities.
|
Tenant
shall, at its own cost and expense, keep and maintain all parts of the Demised
Premises (except as provided in Paragraph 8) in good condition, promptly making
all necessary repairs and replacements, including but not limited to, windows,
glass and plate glass, doors, window and door frames, any special entry,
interior walls and finish work, floors and floor covering, heating, ventilating
and air conditioning system, plumbing work and fixtures, regular removal of
trash and debris. Tenant shall not be obligated to repair any damage caused
by
fire, tornado or other casualty covered by the insurance to be maintained by
Landlord pursuant to Paragraph 12, except that Tenant shall be obligated to
repair all wind damage to glass unless caused by a tornado. Tenant shall not
damage any demising wall or disturb the integrity and support provided by any
demising wall and shall, at its sole cost and expense, promptly repair any
damage or injury to any demising wall caused by Tenant or its employees, agents
or invitees. Tenant and its employees, customers and licensees shall have the
nonexclusive right to use, in common with the other Tenants occupying the
Project, common parking areas, (exclusive of any parking or work areas
designated or to be designated by Landlord for the exclusive use of Tenant
or
other tenants occupying or to be occupying other portions of the Project),
driveways and alleys adjacent to the Building, subject to such reasonable rules
and regulations as Landlord may from time to time prescribe. Tenant shall,
upon
demand by Landlord, pay as additional rent, the cost and expense of repairing
any damage to the Project resulting from and/or caused in whole or in part
by
the negligence or misconduct of Tenant, its agents, servants, employees,
patrons, customers, or any other person entering upon the property as a result
of Tenant's business activities or caused by Tenant's default hereunder to
the
extent the cost of repairing such damage is not reimbursed by the insurance
to
be maintained by Landlord under Paragraph 12.
-7-
10.
|
Alterations
and Repairs.
|
Tenant
shall not make or suffer to be made any alterations, additions or improvements
to or of the Demised Premises or any part thereof, or attach any fixtures or
equipment thereto, without first obtaining Landlord’s written consent. All such
alterations, additions and improvements shall be performed by contractors
approved by Landlord and subject to conditions specified by Landlord. If any
such alterations, additions or improvements to the Demised Premises consented
to
by Landlord shall be made by Landlord for Tenant's account, Tenant shall
reimburse Landlord for the cost thereof (including a reasonable charge for
Landlord’s overhead related thereto) as the work proceeds within five (5) days
after receipt of statements therefor. If any of such alterations are made by
Tenant after receiving Landlord’s approval, they shall be done in a lien free
manner pursuant to all necessary licenses and permits and shall conform to
all
applicable statutes, ordinances, regulations and codes and to the requirements
of all other regulatory authorities. Tenant shall protect adjoining premises
from construction damage and Tenant shall be liable therefor. All contractors
or
subcontractors used by Tenant shall be bondable, licensed contractors capable
of
performing quality workmanship. Tenant shall use only new, first class materials
in the completion of such work. At least five (5) days prior to the commencement
of such work, Tenant shall provide Landlord, by certified or registered mail,
with the name and address of Tenant's general, mechanical and electrical
contractors. All such alterations, additions and improvements shall become
the
property of Landlord upon their installation and/or completion and shall remain
on the Demised Premises upon the expiration or termination of this Lease without
compensation to Tenant unless Landlord elects by notice to Tenant to have Tenant
remove the same, in which event Tenant shall promptly restore the Demised
Premises to their condition prior to the installation of such alterations,
additions and improvements..
11. |
Utilities.
|
Tenant
shall pay for all water, gas, heat, light power, telephone, sewer and sprinkler
charges and other utilities and services separately metered for the Demised
Premises, together with any taxes, penalties, surcharges or the like pertaining
thereto and shall furnish and install an replacement electric light bulbs and
tubes. To the extent that utilities are not separately metered for the Demised
Premises, utility costs are included in Operating Costs under Section 7.A.
Tenant shall set its thermostat at a level sufficient to cause the HVAC system
to heat the Demised Premises to prevent any damage to the Demised Premises
or
the mechanical or other systems serving same. Landlord shall in no event be
liable for any interruption or failure of utility service to the Demised
Premises.
12. |
Landlord's
Insurance.
|
Landlord
shall, during the Term (including any renewal term), provide and keep in force
or cause to be provided or kept in force: (a) Comprehensive general liability
insurance with respect to Landlord's operation of the Project for bodily injury
or death and damage to property of others; (b) Fire insurance (including
standard extended coverage endorsement perils and leakage from fire protective
devices, where applicable) in respect of the Project, excluding Tenant's trade
fixtures, equipment and personal property; (c) Loss of rental income insurance;
together with such other insurance as Landlord, in its sole discretion, elects
to obtain. Insurance affected by Landlord shall be in amounts which Landlord
shall, from time to time, determine reasonable and sufficient, shall be subject
to such deductibles and exclusions as Landlord may deem reasonable and shall
otherwise be on such terms and conditions as Landlord shall from time to time
determine reasonable, in its sole discretion.
-8-
13.
|
Mutual
Waiver of Subrogation.
|
Landlord
and Tenant hereby release each other and their respective agents and employees
from any and all liability to each other or anyone claiming through or under
them by way of subrogation or otherwise, for any loss or damage to property
caused by or resulting from risks insured against under fire or extended
coverage casualty insurance carried by the parties to this Lease and in force
at
the time of any such loss or damage; provided, however, that this release shall
be applicable and in force and effect only with respect to loss or damage
occurring during such time as the releasor's policies contain a clause or
endorsement to the effect that any such release shall not adversely affect
or
impair such policies or prejudice the right of the releasor to recover
thereunder. Landlord and Tenant each agree that it will require its insurance
carriers to include in its policies such a clause or endorsement, and will
include such a clause only so long as it is includable without additional cost,
or if additional cost is chargeable therefore, only so long as the other party
pays such additional cost. Each party will notify the other of any such
additional cost, and such other party at its election may pay the same, but
shall not be obligated to do so.
14. |
Tenant's
Insurance.
|
Tenant
shall maintain throughout the Term of this Lease a comprehensive general
liability policy of insurance in form and substance satisfactory to Landlord,
at
Tenant's sole cost and expense, insuring both Landlord and Tenant against all
claims, demands or actions arising out of or in connection with: (i) Tenant's
operations in and maintenance and use of the Demised Premises; and (ii) Tenant's
liability assumed under this Lease; with a combined single limit of not less
than $1,000,000. Such policy shall be procured by Tenant from responsible
insurance companies satisfactory to Landlord. Evidence of such policy, naming
Landlord as an additional insured, shall be delivered to Landlord prior to
the
Commencement Date. Not less than thirty (30) days prior to the expiration date
of such policy, a certified copy of a renewal thereof shall be delivered to
Landlord. Such policy shall further provide that not less than thirty (30)
days'
written notice shall be given to Landlord before such policy may be canceled
or
changed to reduce the Insurance coverage provided thereby.
15. |
Signs
and Window Coverings.
|
Tenant
shall not, without the prior written consent of Landlord, install or affix
any
window coverings, blinds, draperies, signs, window or door lettering or
advertising media of any type on the Building or in or on the Demised Premises
which are visible from the exterior of the Demised Premises or Building. Any
permitted signs shall be subject to any applicable governmental laws,
ordinances, regulations and other requirements. Tenant shall remove any
permitted signs and window coverings upon the termination of the Lease. Any
such
installations and removals shall be made in such manner as to avoid injury
or
defacement of the Building and other improvements, and Tenant shall repair
any
injury or defacement, including without limitation, discoloration caused by
such
installation and/or removal. All such signs shall be installed a qualified
contractor approved by Landlord at Tenant's sole expense.
-9-
16.
|
No
Assignment or Subletting.
|
A. Tenant
shall not assign, transfer, mortgage or in any other way transfer any interest
in this Lease or sublet all or any part of the Demised Premises (except to
its
parent corporation, a wholly owned subsidiary or other affiliated entity
(defined as an entity in which Tenant, its parent or one of its subsidiaries
has
a controlling ownership interest) without the prior written consent of Landlord,
which consent shall not be unreasonably withheld to a creditworthy tenant who
provides Landlord with such financial statements as are satisfactory to
Landlord, in its sole discretion and whose use of the Demised Premises shall
be
the use permitted hereunder; provided that Tenant shall pay to Landlord, as
additional rent hereunder, all attorney fees and costs sustained by Landlord
in
its review of the proposed Assignment, both from counsel for Landlord and from
the holder(s) of any mortgages on the Project and their counsel. Any assignment,
transfer (including transfers by operation of law or otherwise), hypothecation,
mortgage or subletting without such written consent shall give Landlord the
right to terminate this Lease and to re-enter and repossess the Demised
Premises.
B. No
permissible assignment, sublease, mortgage, or other transfer of any interest
in
this Lease shall (i) release Tenant from any of its obligations under this
Lease, (ii) be valid unless each such assignee, sublessee, mortgagee, or other
transferee agrees in writing to be bound to, and assume, all of the terms,
covenants and conditions of this Lease, a copy of which shall be delivered
to
Landlord, or (iii) be valid unless and until Landlord receives written notice
that the assignment, sublease, mortgage or other transfer has occurred.
C. Any
change in the control of fifty (50%) percent or more of the capital or voting
stock of Tenant after the date of this Lease, irrespective of whether such
change is the result of one or more sale or other transfer of issued and
outstanding shares of such stock and/or the issuance of new shares of such
stock, or any changes in the control of fifty (50%) percent or more of Tenant's
partnership interests, if Tenant is a co-partnership or a limited partnership,
irrespective of whether such change in control is the result of one or more
sale
or other transfer of partnership interests, shall be deemed to be an assignment
of this Lease within the meaning of this Section. Provided, however, the sale
or
other transfer of stock or assets of the Tenant, or the issuance of stock by
the
Tenant, to any entity that owned a majority interest in Tenant, or in which
Tenant owned a majority interest, immediately prior to such sale, transfer
or
stock issuance shall not be deemed an assignment herein.
D. In
the
event of an assignment or subletting approved by Landlord, all of the sums
or
other economic consideration received by Tenant as a result of such assignment
or subletting, whether denominated as rental or otherwise under the assignment
or sublease, which exceed in the aggregate the total sums which Tenant is
obligated to pay to Landlord under this Lease (prorated to reflect obligations
allocable to a portion of the Demised Premises subject to such sublease), shall
be payable to Landlord as additional rental under this Lease without affecting
or reducing any other obligation of Tenant hereunder. As used in this Paragraph,
the word "Tenant" shall also mean any entity which is a guarantor of Tenant's
obligations under this Lease, and the prohibition hereof shall be applicable
to
any sales or transfers of the stock or partnership interest of said guarantor.
-10-
17.
|
Use
and Occupancy.
|
Tenant
shall use the Demised Premises during the continuance of the Lease for general
office purposes and for no other purpose or purposes without the written consent
of the Landlord. Tenant will not use the Demised Premises for any purpose in
violation of any law, municipal ordinance or regulation, and that on any breach
of this agreement the Landlord may at his option terminate this Lease forthwith
and reenter and repossess the Demised Premises. If any governmental license
or
permit shall be required for the proper and lawful conduct of Tenant's business
or other activity carried on in the Demised Premises or if a failure to procure
such a license or permit might or would, in any way, affect the Landlord or
the
Project, then Tenant, at Tenant's expense, shall duly procure and thereafter
maintain such license or permit and submit the same to inspection by Landlord.
Tenant, at Tenant's expense, shall, at all times, comply with the requirements
of each such license or permit. Tenant shall not permit the handling,
transportation, generation, production, storage, release, threatened release,
use or disposal of hazardous materials or toxic substances in the Demised
Premises or the common areas of the Project. Tenant shall forever indemnify,
defend and hold Landlord harmless from any claims or liabilities asserted
against Landlord or the Demised Premises on account of any use by Tenant of
the
Demised Premises in violation of any applicable environmental laws or other
provisions of this Lease.
18. |
Guaranty.
|
This
Lease shall be effective only upon the execution of the Guaranty in the form
attached hereto and made a part hereof.
19. |
Events
of Default.
|
The
following events shall be deemed to be events of default by Tenant under this
Lease ("Default"):
(a) Tenant
shall fail to pay any installment of the Rent or any other payment or
reimbursement to Landlord required herein when due;
(b) Tenant
shall become insolvent, or shall make a transfer in fraud of creditors, or
shall
make an assignment for the benefit of creditors;
(c) Tenant
shall file a petition under federal bankruptcy law, or under any law or statute
of the United States or any State thereof whether now or hereafter in effect;
or
an order for relief shall be entered against Tenant in any such bankruptcy
or
insolvency proceedings filed against Tenant thereunder or Tenant shall be
adjudged bankrupt or insolvent in proceedings filed against Tenant
thereunder;
-11-
(d) A
receiver or trustee shall be appointed for Tenant or all or substantially all
of
its assets;
(e) Tenant
shall vacate all or a substantial portion of the Demised Premises, whether
or
not Tenant is in default of the payments due under this Lease.
(f) Tenant
shall fail to discharge any lien placed upon the Demised Premises in violation
hereof within twenty (20) days after any such lien or encumbrance is filed
against the Demised Premises.
(g) Tenant
shall fail to comply with any term, provision or covenant of this Lease (other
than the foregoing in this Paragraph 19), and shall not cure such failure within
thirty (30) days after written notice thereof to Tenant.
(h) Tenant
shall have been in default in the payment of Rent or other items of additional
rent at least three (3) times during the prior eighteen (18) months,
irrespective of whether or not Tenant cured such non-payment.
20. |
Remedies.
|
Upon
the
occurrence of Default, Landlord shall have the option to pursue any one or
more
of the following remedies without any further notice or demand whatsoever:
(a)
Landlord may, at its election, terminate this Lease or terminate Tenant's right
to possession, without terminating this Lease; (b) upon any termination of
this
Lease, whether by lapse of time or otherwise, or upon any termination of
Tenant's right to possession without termination of this Lease, Tenant shall
surrender possession and vacate the Demised Premises immediately and deliver
possession thereof to Landlord, and, to the extent permitted by Michigan law,
Tenant hereby grants to Landlord full and free license to enter into and upon
the Demised Premises in such event with process of law and to repossess the
Demised Premises and to expel or remove Tenant and any others who may be
occupying or within the Demised Premises and to alter all locks and other
security devices at the Demised Premises and to remove any and all property
therefrom without being deemed in any manner guilty of trespass, eviction or
forcible entry or detainer, and without incurring any liability for any damage
resulting therefrom. Tenant hereby waives any right to claim damage for such
reentry and expulsion, and without relinquishing Landlord's right to rent or
any
other right given to Landlord hereunder or by operation of law; (c) upon any
termination of this Lease, whether by lapse of time or otherwise, Landlord
shall
be entitled to recover as damages, all rent, including any amounts treated
as
additional rent hereunder, and other sums due and payable by Tenant on the
date
of termination, plus the sum of (i) an amount equal to the then present value
of
the Rent, including any amounts treated as additional rent hereunder, and other
sums provided herein to be paid by Tenant for the remainder of the Term (or
the
renewal term, as applicable), less the fair rental value of the Demised Premises
for such residue (taking into account the time and expense necessary to obtain
a
replacement tenant or tenants, including expenses relating to the recovery
of
the Demised Premises, preparation for reletting and for reletting itself),
which
the Landlord and Tenant agree shall in no event exceed 60% of the then face
amount of the rent for the period and (ii) the cost of performing any other
covenants which would have otherwise been performed by Tenant; and (d) all
costs
of enforcing this Lease, including without limitation, professional fees and
court costs. Landlord may, at Landlord's option, enter into and upon the Demised
Premises, with or without process of law, if Landlord determines in its sole
discretion that Tenant is not acting within a commercially reasonable time
to
maintain, repair or replace anything for which Tenant is responsible hereunder
and correct the same, without being deemed in any manner guilty of trespass,
eviction or forcible entry and detainer and without incurring any liability
for
any damage resulting therefrom and Tenant agrees to reimburse Landlord, on
demand, as additional rent, for any expenses which Landlord may incur in thus
effecting compliance with Tenant's obligations under this Lease. Landlord shall
provide Tenant with reasonable notice prior to its entry of the Demised
Premises.
-12-
21.
|
Eminent
Domain.
|
If
the
whole or any substantial part of the Demised Premises shall be taken by any
public authority under the power of eminent domain, then the Term of this Lease
shall cease on the part so taken from the day possession of that part shall
be
required for any public purpose and Rent shall be paid up to that day, and
from
that day the Tenant shall have the right either to cancel the Lease and declare
the same null and void or to continue in possession of the remainder of the
Demised Premises under the terms herein provided, except that the Rent shall
be
reduced in proportion to the amount of the Demised Premises taken. All damages
awarded for such taking shall belong to and be the property of the Landlord
whether such damages shall be awarded as compensation for diminution in value
to
the leasehold or to the fee of the Demised Premises; provided, however, that
the
Landlord shall not be entitled to any portion of the award made to the Tenant
for loss of business or for the cost of relocating or removing Tenant's personal
property.
22. |
Entry
by Landlord: Landlord’s Default.
|
A Landlord
and its designee may, with advance notice to Tenant except in the event of
an
emergency, enter the Demised Premises at reasonable hours to (a) inspect the
same, (b) exhibit the same to prospective purchasers, lenders or tenants, (c)
determine whether Tenant is complying with all of its obligations hereunder,
(d)
supply any services to be provided by Landlord to Tenant hereunder, (e) post
notices of non-responsibility, and (f) make repairs required of Landlord under
the terms hereof or repairs to any adjoining space or utility services or make
repairs, alterations or improvements to any other portion of the Project;
provided, however, that all such work shall be done as promptly as reasonably
possible. Tenant hereby waives any claim for damages for any injury or
inconvenience to or interference with Tenant's business, any loss of occupancy
or quiet enjoyment of the Demised Premises or any other loss occasioned by
such
entry. Landlord shall have the option but not the obligation to have and retain
a key with which to unlock all of the doors in, on or about the Demised Premises
(excluding Tenant's vaults, safes and similar areas designated in writing by
Tenant in advance) and Landlord shall have the right to use any and all means
which Landlord may deem proper to open said doors in any emergency in order
to
obtain entry to the Demised Premises.
B. If
Landlord shall fail to perform any covenant, term or condition of this Lease
upon Landlord’s part to be performed, and, if as a consequence of such default,
Tenant shall recover a money judgment against Landlord, such judgment shall
be
satisfied only against the right, title and interest of Landlord in the Project
and out of rents or other income from the Project receivable by Landlord, or
out
of the consideration received by Landlord from the sale or other disposition
of
all or any part of Landlord’s right, title and interest in the Project, and
neither Landlord nor any of the partners of Landlord shall be liable for any
deficiency. Landlord shall provide Tenant with reasonable notice prior to its
entry of the Demised Premises.
-13-
23.
|
Mechanic's
Liens and Personal Property Taxes.
|
Tenant
shall have no authority, express or implied, to create or place any lien or
encumbrance of any kind or nature whatsoever upon, or in any manner to bind,
the
interest of Landlord or Tenant in the Project or the Demised Premises, including
claims by persons who furnish materials or perform labor for any construction
repairs, or to offset against the rentals payable hereunder for any claim in
favor Tenant. Tenant will pay or cause to be paid all sums legally due and
payable by it on account of any labor performed or material furnished in
connection with any work performed on the Demised Premises on which any lien
is
or can be validly and legally asserted against its leasehold interest in the
Demised Premises or the improvements thereon and it will save and hold Landlord
harmless from any and all loss, cost or expense based on or arising out of
asserted claims or liens against the leasehold estate or against the right,
title and interest of the Landlord in the Project or the Demised Premises or
under this Lease. Tenant agrees to give Landlord immediate written notice of
the
placing of any lien or encumbrance against the Project or the Demised Premises.
Tenant shall be liable for all taxes levied or assessed against personal
property, furniture or fixtures placed by Tenant in the Demised Premises. If
any
taxes for which Tenant is liable are levied or assessed against Landlord or
Landlord’s property and if Landlord elects to pay the same or if the assessed
value of Landlord’s property is increased by inclusion of personal property,
furniture or fixtures placed by Tenant in the Demised Premises, and Landlord
elects to pay the taxes based on such increase, Tenant shall pay to Landlord
upon demand that part of such taxes.
24. |
Non
Liability.
|
Notwithstanding
any provisions of the Lease, and except to the extent that insurance proceeds
are recovered therefrom, Landlord shall not be responsible or liable to Tenant
for any loss or damage resulting to Tenant or its property from burst, stopped
or leaking water, gas, sewer or steam pipes, or for any damage or loss of
property within the Demised Premises from any cause whatsoever. In the event
of
any sale or transfer (including any transfer by operation of law) of the Demised
Premises, Landlord (and any subsequent owner of the Project making such a
transfer) shall be relieved from any and all obligations and liabilities under
this Lease, except for such obligations and liabilities as shall have arisen
during Landlord’s (or such subsequent owner's) respective period of ownership.
This Lease may not be altered, changed or amended except by an instrument in
writing signed by Landlord and Tenant; if there is more than one Tenant, the
obligations hereunder imposed upon Tenant shall be joint and several. Tenant
represents and warrants that it has dealt with no broker, agent or other person
in connection with this transaction or that no broker, agent or other person
brought about this transaction, and Tenant agrees to indemnify and hold Landlord
harmless from and against any claims by any other broker, agent or other person
claiming a commission or other form of compensation by virtue of having dealt
with Tenant with regard to this leasing transaction.
-14-
25. |
Holding
Over.
|
Any
holding over by Tenant after the expiration or termination of the Term
(including any renewal term) shall be construed to be a tenancy from
month-to-month on all of the terms and conditions set forth herein, to the
extent not inconsistent with a month-to-month tenancy; provided that the Minimum
Rent for such hold-over period shall be an amount equal to 150% of the Minimum
Rent due for the last month of the Lease Term.
26. |
Estoppel
Certificate, Attornment and
Subordination.
|
Tenant
agrees, within ten (10) days after request by Landlord, to execute in recordable
form and deliver to Landlord, or any person designated by Landlord, a written
statement certifying, if appropriate, (a) that this Lease is unmodified and
in
full force and effect, (b) the Commencement Date, (c) that rent and all other
charges due to Landlord from Tenant are paid currently without any off-set
or
defense thereto, (d) the amount of rent, if any, paid in advance, (e) whether
the Lease has been modified and, if so, identifying the modifications, (f)
that
there are no uncured defaults by Landlord or stating those claimed by Tenant,
provided that, in fact, such facts are accurate and ascertainable, and (g)
such
other matters pertaining to this Lease and Tenant's occupancy of the Demised
Premises as Landlord may request. If any proceedings are brought for the
foreclosure of, or in the event of the conveyance by deed in lieu of foreclosure
of, or in the event of exercise of the power of sale under any mortgage made
by
Landlord covering the Demised Premises, Tenant hereby attorns to, and covenants
and agrees to execute an instrument in writing reasonably satisfactory to the
new owner whereby Tenant attorns to such successor in interest as the Landlord
under this Lease. Tenant agrees that this Lease shall at the request of the
Landlord, be subordinate to any first mortgages or deeds of trust that may
hereafter by placed upon the Project and to any and all advances to be made
thereunder, and to the interest thereon, and all renewals, replacements and
extensions thereof provided the mortgagee named in said mortgages shall agree
to
recognize this Lease and execute a non disturbance agreement guaranteeing
Tenant's rights to quiet enjoyment of the Demised Premises in the event of
foreclosure if Tenant is not in default. Tenant also agrees that any mortgagee
may elect to have this Lease a prior lien to its mortgage, and in the event
of
such election and upon notification by such mortgagee to Tenant to that effect,
this Lease shall be deemed prior to lien to the said mortgage, whether this
Lease is dated prior to or subsequent to the date of said mortgage. Tenant
agrees, that upon the request of Landlord, or any mortgagee, it shall execute
whatever instruments may be required to carry out the intent of this Section.
Failure of Tenant to execute any statement or instrument necessary or desirable
to effectuate the foregoing provisions of this Section within twenty (20) days
after written request to do so by Landlord shall constitute default of this
Lease, and Landlord shall be entitled to exercise any and all remedies available
to it hereunder for such default. In addition, Tenant hereby appoints Landlord
as Tenant’s attorney in fact to execute such estoppel certificate and/ or
Subordination and Nondisturbance Agreement upon Tenant’s failure to do so within
such twenty (20) period.
-15-
27. |
Successors
and Assigns.
|
The
covenants, conditions and agreements made and entered into by the parties are
declared binding on their respective heirs, successors, representatives and
assigns.
28. |
Security
Deposit.
|
The
Landlord acknowledges receipt of $3,500.00 (subject to collection of Tenant’s
check), which it is to retain as security for the faithful performance of all
of
the covenants, conditions and agreements of this Lease. In no event shall the
Landlord be obliged to apply the same upon rents or other charges in arrears
or
upon damages for the Tenants' failure to perform its obligations under this
Lease; the Landlord may so apply the security at its option; and the Landlord's
right to the possession of the Demised Premises for non-payment of rent or
for
any other reason shall not in any event be affected by reason of the fact that
the Landlord holds this security. The said sum if not applied toward the payment
of rent in arrears or toward the payment of damages suffered by the Landlord
by
reason of the Tenant's breach of the covenants, conditions and agreements of
this lease is to be returned to the Tenant when this Lease is terminated,
according to these terms, and in no event is the said security to be returned
until the Tenant has vacated the Demised Premises and delivered possession
to
the Landlord. In the event that the Landlord repossesses himself of the Demised
Premises because of the Tenant's default or because of the Tenant's failure
to
carry out the covenants, conditions and agreements of this Lease, the Landlord
may apply the said security upon all damages as may be suffered or shall accrue
thereafter by reason of the Tenant's default or breach. The Landlord shall
not
be obliged to keep the said security as a separate fund, but may mix the said
security with its own funds.
29. |
Reservation
of Roof
|
The
Landlord reserves the right of free access at all times to the roof of the
Building and reserves the right to rent said roof for advertising purposes
or
for installation of telecommunication transmission devices, satellite dishes
and
like electronic devices. The Tenant shall not erect any structures for storage
or any aerial, satellite dish or use the roof for any purpose without the prior
written consent of the Landlord.
30. |
Casualty
Damage.
|
In
the
event the Demised Premises shall be partially or totally destroyed by fire
or
other casualty insured under the insurance carried by Landlord as to become
partially or totally untenantable, the damage to the Demised Premises shall
be
promptly repaired by Landlord, to the extent of any proceeds received from
such
insurance, unless Landlord shall elect not to rebuild as hereinafter provided,
and a just and proportionate part of the Rent and all other charges shall be
abated until the Demised Premises are so repaired. The obligation of Landlord
shall be limited to reconstructing the Demised Premises in accordance with
the
Landlord’s initial plans and specifications for the construction of the Demised
Premises. In no event shall Landlord be required to repair or replace Tenant's
leasehold improvements, merchandise, trade fixtures, furnishings or equipment.
If more than thirty percent (30%) of the Demised Premises or more than
thirty-five percent (35%) of the floor area of the Project shall be damaged
or
destroyed by fire or other casualty, or if during the last two (2) years of
the
Lease Term (including any renewal term), more than twenty-five percent (25
%) of
the Demised Premises or the floor area of the Project shall be damaged or
destroyed by fire or other casualty then Landlord may elect either to repair
or
rebuild the Demised Premises or the Development, as the case may be, or to
terminate this Lease by giving written notice to Tenant of its election to
so
terminate, such notice to be given within one hundred twenty (120) days after
the occurrence of such damage or destruction.
-16-
31.
|
Time
Of The Essence.
|
Time
shall be of the essence in interpreting the provisions of this
Lease.
32. |
Entire
Agreement.
|
This
Lease contains all of the agreements of the parties with respect to matters
covered or mentioned herein and no prior agreement, letters, representations,
warranties, premises, or undertakings pertaining to any such matters shall
be
effective for any such purpose. This Lease may be amended or added to only
by an
agreement in writing signed by the parties or their respective successors in
interest.
33. |
Counterpart/Facsimile.
|
This
Lease may be signed in one or more counterparts and by facsimile and shall
be
binding if so executed; provided, however, that the parties shall each cooperate
to subsequently execute an original hereof
34. |
Governing
Law.
|
This
Lease shall be governed by the laws of the State of Michigan.
35. |
Preliminary
Negotiations.
|
The
delivery or submission of this form of Lease by Landlord does not constitute
an
offer to enter into an agreement with Tenant. Landlord shall not be bound unless
and until Landlord and Tenant both execute a mutually acceptable
agreement.
36. |
Waiver
of Jury Trial.
|
Landlord
and Tenant hereby waive trial by jury in any action, proceeding or counter-claim
brought by either of the parties against the other on any matters whatsoever
arising out of or in any way connected with this Lease, the relationship of
Landlord and Tenant, Tenant's use or occupancy of the Demised Premises, and
any
emergency statutory or any other statutory remedy. Tenant shall not interpose
any counter-claim or counter-claims in a suit by Landlord to recover rents
payable under this Lease. Tenant shall be permitted to start a separate suit
to
pursue any of its lawful remedies.
-17-
37.
|
Delay
in Possession.
|
It
is
understood that if the Tenant shall be unable to enter into and occupy the
Demised Premises at the time above provided, by reason of the Demised Premises
not being ready for occupancy, or by reason of the holding over of any previous
occupant of Demised Premises, or as a result of any cause or reason beyond
the
direct control of the Landlord, the Landlord shall not be liable in damages
to
the Tenant therefor, but during the period the Tenant shall be unable to occupy
Demised Premises as hereinbefore provided, the rental therefor shall be abated
and the Landlord is to be the sole judge as to when the Premises are ready
for
occupancy.
38 |
Right
to Relocate.
|
Landlord
reserves the right to relocate the Demised Premises to another portion of the
Building upon Sixty (60) days advance written notice to Tenant provided that
the
new premises shall be improved by Landlord to be substantially similar to the
Demised Premises and Landlord shall reimburse Tenant for all moving and other
reasonable relocation costs.
[SIGNATURE
PAGE FOLLOWS]
-18-
IN
WITNESS WHEREOF, Landlord and Tenant have hereunto set their hands and seals
the
day and year first above written.
In
the Presence Of:
|
Landlord:
|
___________________________________
___________________________________
|
XXXXXX
ASSOCIATES LLC
By:
/s/ Xxxx Xxxxxxxxx
Xxxx
Xxxxxxxxx, General Partner
|
___________________________________
___________________________________
|
Tenant:
CITY
CENTRAL BANCORP, INC.
By:
/s/ Xxxxxx Xxxxx
Xxxxxx
Xxxxx , President
|
-19-
EXHIBIT
A
(attach
floor plan here)
-20-
EXHIBIT
B
RULES
AND REGULATIONS
1.
|
No
outside storage of any kind is permitted without the express written
consent of the Landlord. It also includes wooden pallets and trash
containers other than a standard commercial trash
receptacle.
|
2. |
Landlord
reserves the right to approve the placement of all trash
receptacles.
|
3.
|
No
parking of vehicles or obstruction of any kind is permitted in front
of
overhead doors except by the Tenant or Tenant’s agents who occupies the
Demised Premises.
|
4.
|
No
trucks are permitted to block driveways except for a maximum period
of
fifteen minutes for purposes of loading or
unloading.
|
5.
|
No
Tenant shall carry on any business or operation which consistently
creates
excessive noise which is bothersome to surrounding Tenants. The Landlord
shall be the sole judge of what constitutes excessive
noise.
|
6.
|
No
Tenant shall conduct any business which shall create noxious fumes,
smoke
or dust of any sort.
|
7.
|
No
overnight parking or storage of any vehicle shall be permitted unless
Landlord elects to issue a revocable permit specific to each such
vehicle
and such permit is displayed on the vehicle. Landlord reserves the
right
to (i) deny any request for such permit(s) and (ii) to charge a fee
for
any permits it issues.
|
-21-
EXHIBIT
C
Additional
Stipulations
Articles
in the Main Body of the Lease are hereby amended as follows:
1. Article
3.A. Insert
the
phrase ", contractors, employees, invitees" after the word "agents" in the
third
line of the second paragraph. Add the following sentences to the end of the
second paragraph: "Tenant shall have the exclusive right to have its employee
located at the receptionist's desk located within the inner lobby on the first
floor of the Building (the "Inner Lobby"). In addition, Tenant may have
reasonable quantities of bank brochures and magazines placed within the Inner
Lobby (it being recognized that Landlord may give other tenants the right to
place brochures within the Inner Lobby), place art on the walls of the Inner
Lobby that is not inappropriate for the lobby of a commercial building and/or
place plants within the Inner Lobby. In no event may the placement of any items
described in the immediately preceding sentence obstruct access of any person
to
or from the Inner Lobby."
2. Article
3.B. Insert
the phrase “or materially reduce the number of parking spaces” following the
words “Demised Premises” in the third sentence. The last sentence of Article 3B
is deleted in its entirety.
3. Article
4.B. This
Article is amended and restated in its entirety to read as follows:
B. Option
to Renew.
Provided that Tenant is not in default hereunder beyond any applicable cure
period, Tenant shall have six options to renew this Lease for additional periods
of one month each (each an "Extended Term"). To exercise any option, Tenant
must
deliver written notice to Landlord no less than forty-five (45) days prior
to
the expiration of the Term, as the same may have been renewed, time being of
the
essence. During an Extended Term, all of the terms and conditions hereof shall
apply.
4. Article
7. This
Article is not applicable for the initial term of this Lease and for the renewal
periods, if exercised.
5. Article
8. The
first
sentence of this Article is amended and restated in its entirety to read as
follows:
Landlord
shall maintain in good condition and repair, reasonable wear and tear excepted,
all parts of the Project, making all necessary repairs and replacements, except
as provided in Paragraph 9, whether ordinary or extraordinary, structural or
nonstructural, including roof, foundation, walls, down spouts, gutters,
sprinkler, HVAC, electrical and plumbing systems (including portions thereof
located within the Demised Premises); regularly mow any grass, remove weeds,
snow removal and perform general landscape maintenance and maintain and repair
the parking lot and driveway areas.
-22-
Insert
the phrase "or performing such repairs or maintenance" at the end of the third
sentence.
6. Article
9. The
first
sentence of this Article is amended and restated in its entirety to read as
follows:
Tenant
shall, at its own cost and expense, keep and maintain all parts of the Demised
Premises (except as provided in Paragraph 8) in the same condition as exists
on
the Commencement Date, reasonable wear and tear excepted, promptly making all
necessary repairs, including but not limited to, windows, glass and plate glass,
doors, window and door frames, any special entry, interior walls and finish
work, floors and floor covering, regular removal of trash and debris (provided
that Tenant may place such trash and debris, other than construction debris,
in
the dumpster located within the Project). In no event will Tenant be obligated
to replace any portion of the Demised Premises unless the necessity for such
replacement arises out of the negligence or willful misconduct of Tenant or
any
of its agents, contractors, employees or invitees and only to the extent the
cost of such replacement is not covered by insurance actually maintained by
Landlord or otherwise required to be maintained by Landlord pursuant to
Paragraph 12.
The
phrase "except that Tenant shall be obligated to repair all wind damage to
glass
unless caused by a tornado" following the words "Paragraph 12" in the third
sentence of this Article is deleted and the following phrase substituted
therefor: "or by the insurance actually maintained by Landlord".
The
phrase "(exclusive of any parking or work areas designated or to be designated
by Landlord for the exclusive use of Tenant or other tenants occupying or to
be
occupying other portions of the Project)," is deleted from this
Article.
7. Article
10. Insert
the phrase "which consent may not be unreasonably withheld or delayed" at the
end of the first sentence.
Insert
the phrase “, which approval may not be unreasonably withheld or delayed," after
the words "approved by Landlord" in the second sentence of this
Article.
Insert
the word “reasonable" after the words "subject to" in the second sentence of
this Article.
Delete
the phrase ", first class" after the word "new" in the seventh sentence of
this
Article.
Insert
the phrase "of good quality" after the word "materials" in the seventh sentence
of this Article.
Add
the
following to the end of Article 10:
Notwithstanding
the foregoing, Landlord agrees that Tenant may make those initial alterations
and improvements to the Demised Premises and the common areas depicted or
described in Exhibits
A
or
D
attached
hereto, subject to Landlord’s approval of plans and specifications therefor,
which approval may not be unreasonably withheld or delayed. Notwithstanding
the
foregoing, Tenant shall not be required to remove any of the initial alterations
or improvements made by Tenant pursuant to such approved plans and
specifications.
-23-
8. Article
11. The
first
two sentences of this Article are amended and restated in their entirety to
read
as follows:
"Landlord
shall, at its sole cost, provide to the Demised Premises adequate electricity
and heat and air conditioning. Tenant shall furnish and install, to the extent
necessary, replacement electric light bulbs and tubes in the Demised
Premises."
9. Article
14. Insert
the word "reasonably" after the word "companies" in the second sentence of
this
Article.
10. Article
15. Insert
the phrase "which consent may not be unreasonably withheld or delayed," after
the word "Landlord" in the first sentence.
Insert
the following language after the first sentence of this Article:
"Notwithstanding
the foregoing, Tenant shall have the right, at its sole cost, to (a) attach
a
panel identifying Tenant or the name under which it is conducting business
in
the Demised Premises to the existing monument sign located within the Project
and in connection therewith, Tenant may relocate the existing monument sign
to a
location that provides more visibility from Grand River Avenue and is otherwise
reasonably acceptable to Landlord, (b) install a sign identifying Tenant or
the
name under which it is conducting business in the Demised Premises on a wall
located in the Inner Lobby, and/or (c) attach a sign identifying Tenant or
the
name under which it is conducting business in the Demises Premises to the
exterior of the Building next to the entrance thereto provided that Landlord
approves the plans and specifications for such sign, which approval may not
be
unreasonably withheld or delayed. The parties acknowledge that one-half of
the
area on the existing monument sign that is available for panels is not currently
utilized. Tenant may, except as otherwise provided below, utilize up to the
highest one-half of the currently available area on the monument sign for its
panel; provided, however, that Landlord may, in connection with leasing other
space in the Building, require Tenant to reduce the area occupied by Tenant's
panel to no less than 25% of the area currently available for panels."
Insert
the phrase ", which approval may not be unreasonably withheld or delayed,"
after
the word "Landlord" in the last sentence of this Article.
11. Article
16. Paragraph
C is deleted in its entirety.
12. Article
17. Insert
the phrase "a bank and/or" after the words "continuance of the Lease for" in
the
first sentence of this Article.
-24-
13. Article
18. This
Article is deleted in its entirety.
14. Article
19. Insert
the phrase "and such failure is not cured within five (5) business days after
Landlord gives Tenant written notice thereof" to the end of subparagraph (a).
Delete the word "vacate" in subparagraph (e) and insert the word "abandon"
in
its place.
15. Article
23. Insert
the phrase "arising out of work contracted for by Tenant or otherwise arising
out of the acts or omissions of Tenant" at the end of the second
sentence.
16. Article
24. The
last
sentence is amended and restated in its entirety to read as
follows:
Each
party represents and warrants to the other party that, except for the Brokers
identified in Section 1.7., it has dealt with no broker, agent or other person
in connection with this transaction or that no broker, agent or other person
brought about this transaction, and each party agrees to indemnify and hold
the
other party harmless from and against any claims by any other broker, agent
or
other person claiming a commission or other form of compensation by virtue
of
having dealt with the indemnifying party with regard to this leasing
transaction. Landlord agrees to pay each of the Brokers identified in Section
1.7. a commission equal to three percent (3%) of the total Minimum Rent payable
under the Lease.
17. Article
26. Insert
the phrase "beyond any applicable cure period" at the end of the third
sentence.
18. Article
30. Delete
the word "Development" in the fourth line and insert the word "Project" in
its
place.
Add
the
following to the end of this Article:
If
the
Demised Premises or Project shall be damaged or destroyed by fire or other
casualty and the damaged or destroyed portion cannot reasonably be restored
within sixty (60) days after the occurrence of such casualty or the cost to
repair any damaged or destroyed portion of the Demised Premises or Project
is
not fully covered by insurance proceeds and the Landlord does not elect to
fully
restore the damaged or destroyed portion of the Demised Premises or Project,
Tenant may elect to terminate this Lease by giving written notice thereof to
Landlord with thirty (30) days after the occurrence of such damage or
destruction.
19. Article
37. This
Article is amended and restated in its entirety to read as follows:
Landlord
shall deliver exclusive possession of the Demised Premises to Tenant on or
before the Commencement Date.
20. Article
38. This
Article is deleted in its entirety.
-25-
EXHIBIT
D
Tenant
Improvements
The
following are in addition to any improvements shown on Exhibit A:
-
|
Lockable
front door and back door to the
Suite
|
-
|
Lockable
vault room
|
-
|
Wall
to block off the vault room from the other first floor
tenant.
|
-
|
Security
alarm system throughout the suite
|
-
|
Refurbishment
of the receptionist space in the inside lobby on the first
floor.
|
-
|
Standard
Bank equipment to be used by Bank employees and/or
contractors
|
-
|
High
Speed line and circuitry to operate the bank systems; telephone and
computer wiring, cabling and related
equipment
|
-
|
Redecoration
of the inside lobby area.
|
-
|
-26-