COMMERCIAL LEASE
Indenture of Lease made as of the 15th day of September 2000, by and
between XXXXX X. XXXXXXX, Trustee of Five Jays Realty Trust, under Declaration
of Trust dated January 9, 1985, of Rowley, Massachusetts, (hereinafter referred
to as "Landlord"), and IPSWICH SAVINGS BANK, a Massachusetts corporation, having
a place of business in Ipswich, Massachusetts (hereinafter referred to as
"Tenant").
WITNESSETH
1. EXHIBITS
1.1 The following exhibits are attached to this Lease and made a part
hereof:
Exhibit A--Description of Premises.
Exhibit A-1--Floor Plan of Premises.
Exhibit B--Rent Payments.
Exhibit C--Terms of Extension Options.
2. PREMISES AND USE
2.1 Landlord hereby demises and leases unto Tenant and Tenant hereby hires
from Landlord, subject to the conditions hereinbelow set forth, the
premises described in Exhibit A (hereinafter called "the Premises"),
being Unit #2 of the Rowley Mall (hereinafter referred to as "Shopping
Center") with a street address of 000 Xxxxxxxxxxx Xxxxxxxx, Xxxxxx, XX
00000. The Premises include areas on the first floor and basement of
the building and the drive-up teller area as shown in Exhibit A-1.
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3. TERM
3.1. To have and to hold the Premises for an original term of five (5) years
commencing on August 1, 2000, unless sooner terminated or extended as
hereinafter provided for use as a bank and related operations and
functions.
4 RENT
4.1. Tenant agrees to pay Landlord as rent for the Premises the amounts set
forth in Exhibit B. Until further notice from Landlord all rent and
other payments due hereunder to Landlord shall be by check payable to
"Five Jays Realty Trust" and mailed to said payee at X.X. Xxx 000,
Xxxxxx, XX 00000.
5. EXTENSION OPTION
5.1. Tenant shall have two (2) successive options to extend the term of this
Lease for two separate extension periods of five (5) lease years each
(each such period being hereinafter called an "Extension Period")
commencing upon the day after the expiration date of the then original
term or Extension Period, as the case may be, provided that Tenant
shall not be in terminable default under any of the terms of this Lease
beyond applicable grace periods, at the time of the exercise of any
option, and that Tenant continues to occupy the Premises. If Tenant
elects to exercise any one or more of said options, it shall do so by
giving notice of such election to Landlord at any time during the term
of this Lease (including any Extension Periods) on or before the date
which is six (6) months prior to the commencement of the Extension
Period for which such election is exercised. Such Extension Periods
shall be upon the terms and conditions set forth in Exhibit C of this
Lease.
6. ADDITIONAL RENT--TAXES/INTEREST
6.1. Tenant further agrees that during the original
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term of this Lease and any Extension Period and for such further time
as Tenant shall hold the Premises, or any part thereof. Tenant shall
pay to Landlord as additional rent all taxes and assessments whatsoever
(except betterment assessments, so-called,) which may be payable for or
in respect of the Premises (being one-sixth of the Shopping Center), or
any part thereof, during the term of this Lease, and for such further
time as Tenant shall hold the Premises or any part thereof. Landlord
hereby agreeing to furnish Tenant with copies of all bills for such
taxes and assessments.
6.2. All payments for real estate taxes shall be made quarterly to Landlord
after tax installment bills have been issued, but in any event in a
manner sufficient to provide for an amount adequate.jto pay said taxes
as and when they are due and payable. If Tenant shall fail to make such
payment, then in addition to all other rights and remedies to which
Landlord may be entitled, Tenant shall be liable for any interest or
penalty charges which may result from late payment of said taxes by
Tenant. Landlord shall provide evidence of payment of said taxes to
Tenant within fourteen (14) days of payment. In addition to the
foregoing. Tenant shall be solely responsible for all personal property
taxes of every nature imposed upon all fixtures, equipment and other
personal property of every nature on the Premises belonging to Tenant.
6.3. In the event the Landlord shall receive any abatement or refund of said
taxes for any tax year for which Tenant shall have paid to Landlord any
amount for said taxes. Tenant shall be entitled to receive from
Landlord the amount thereof, less, however, the reasonable expenses
(including reasonable attorney's fees) of Landlord incurred in
obtaining such abatement.
6.4. Landlord, upon written request of Tenant duly made, shall make and
prosecute applications for abatement of taxes. If, however. Landlord
fails
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to commence or thereafter diligently continue the prosecution of
applications for abatement of taxes within fifteen (15) days of
Tenant's written request so to prosecute, then Tenant shall have the
right to prosecute said applications for abatement of taxes in the name
of Landlord or Tenant, provided, however, that the expenses of
prosecuting such applications shall be borne by Tenant. At Tenant's
request, Landlord shall furnish Tenant with all data and information in
Landlord's possession concerning the Premises, and shall execute and
deliver all documents necessary for Tenant's application.
7. LANDLORD'S WARRANTY/QUIET POSSESSION
7.1. Landlord represents and warrants to Tenant that Landlord has the lawful
right and authority.. to enter into this Lease for the entire term
hereof (including each Extension Period).
7.2. Landlord covenants and agrees that Tenant, upon performance of its
obligations under this Lease, shall peaceable and quietly have, hold
and enjoy the Premises throughout the original term of this Lease and
all Extension Periods.
8. TENANT'S FIXTURES/ALTERATIONS
8.1. Tenant may install in the Premises such fixtures (trade or otherwise)
and equipment, and make such non-structural interior alterations as
Tenant deems desirable and all of said items shall remain Tenant's
property and Tenant may remove, and/or replace, said fixtures and
equipment, in the Premises, at any time and from time to time during
the term or any Extension Period hereof. Landlord shall not mortgage,
pledge or encumber said fixtures or equipment. Tenant shall make all
repairs or replacements at Tenant's expense in connection with the
removal of any fixtures or equipment, installed as provided in this
paragraph.
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8.2. All signs, counters, shelving, trade and 1ight fixtures, contents,
and other store equipment, which may at any time be installed or placed
in or upon the Premises, by or at the expense of Tenant, are and shall
remain the property of Tenant, and Tenant shall remove the same and
repair all damage to the Premises caused by such installation and
removal prior to or at the expiration date of the term or the Extension
period of this Lease.
9. ASSIGNING AND SUBLETTING
9.1. Except as provided herein. Tenant shall not assign this Lease of any
interest therein without the prior written consent of Landlord, which
consent shall not be unreasonably withheld or delayed, but Tenant shall
remain liable to..- Landlord during the original term and any Extension
Period for the payment of rent and performance of all obligations of
Tenant hereunder.
9.2. Notwithstanding the above. Tenant shall have the right, without the
consent of Landlord, to assign this Lease or sublet the Premises or any
part thereof to any entity incidental to the merger or consolidation or
sale of substantially all the assets of Tenant in which the surviving
or acquiring corporation after acquisition shall have a net worth
computed in accordance with generally accepted accounting principles
not less than that of Tenant immediately prior to such merger or
consolidation or acquisition.
10. HOLDING OVER
10.1. If Tenant holds over or remains in possession of Premises after
expiration of the original term or any Extension Period of this Lease,
without any new lease of said premises being entered into between the
parties hereof, or any option herein contained being exercised by
written notice, such holding over or continued possession shall create
a tenancy at will only at the last monthly rental
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and upon the terms (other than length of tdirm, or option for
extension) herein specified, which may at any time be terminated by
either party by one (1) month's written notice to the other party.
11. UTILITIES
11.1. Tenant shall pay when due, so long as they are separately metered at
the Premises, all charges for gas, electricity and other utilities it
uses at the Premises. Landlord shall furnish and pay water and sewer
charges, and include same in CAM charges, as the same are defined in
Article 12. Notwithstanding the foregoing to the contrary however,
should an audit of the water and sewer portion of the CAM charges
reveal that the proportionate share paid by Tenant for water and sewer
service has exceeded Tenant's reasonat,)3Ly estimated usage of water
and sewer service by more than twenty (20%) percent, then in that
event. Landlord, at its sole cost and expense, shall install a water
sub-meter dedicated to the Leased Premises and, thereafter. Tenant
shall pay to Landlord water and sewer service charges as measured by
said meter and there shall be deducted from Tenant's proportionate
share of CAM charges, any charges for water and sewer.
12. MAINTENANCE; PAYMENT
12.1. Landlord covenants and agrees to maintain in good condition and repair
the structural elements of the Premises, including the roof, and
foundations of the Premises, and any and all utility lines, systems and
components located within or passing through but not exclusively
serving the Premises including but not limited to electrical, plumbing
and sewer lines, components and connections, as well as any and all
utility systems, lines and components 'located outside of any serving
the Premises. Acknowledging that Tenant's ability to generate business
revenue from which to satisfy Tenant's rental obligation to Landlord
hereunder is dependent in part, upon Landlord fulfilling its
maintenance and repair obligations as soon as
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reasonably possible. Landlord hereby agreed that in order to prevent a
material disruption of, or interference with, the conduct of Tenant's
business in the Premises, Landlord shall complete all maintenance
and/or repairs required of Landlord hereunder promptly following
notification from Tenant to Landlord of the need for same. Should
Tenant notify the Landlord in person, by telephone or by facsimile
transmission of any needed repairs (which are normally the
responsibility of Landlord hereunder), which are required due to a
condition of damage or disrepair which materially interferes with
access to or use of the Premises by Tenant, its employees, contractors,
agents, visitors or invitees, or which otherwise poses a threat of
injury or damage to persons of property, and should Landlord fail to
initiate any such needed repairs as soon as reasonably possible,
following notice from Tenant for the need for same then, in that event.
Tenant shall have a right of self help and may undertake such repairs.
Tenant shall have the right of setoff or to deduct any costs or
expenses incurred to complete said repairs if Landlord fails to
reimburse Tenant for same within fourteen (14) days of receipt of
Tenant's itemized expenses. Notwithstanding the foregoing. Tenant shall
pay for repair of any damage to the structural elements caused by
Tenant.
12.2. Tenant shall, at all times, maintain the demised premises (including
all exterior entrances and the inside and outside of all glass in the
doors and windows and show window moldings) and all partitions, doors
and window frames, fixtures, equipment and appurtenances thereto
(including, but not limited to, all electrical plumbing fixtures,
heating, air-conditioning and other mechanical' installations therein)
in good order, condition, and normal repair at its own expense. In the
event that the heating or air conditioning installation on the Premises
require major repairs or entire replacement, the costs of such repair
or replacements shall be paid by Landlord.
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Landlord shall be responsible for the plowing of snow and control of
ice in the parking lot; Tenant shall be responsible for the removal of
snow and the control of ice on the sidewalks abutting the Premises. If
Tenant refuses or neglects to repair property as required hereunder and
to the reasonable satisfaction of Landlord as soon as reasonably
possible after written demand, Landlord may make such repairs without
liability to Tenant for any loss or damage that may accrue to Tenant's
merchandise, fixtures, or other property or to Tenant's business by
reason thereof, and upon completion thereof. Tenant shall pay
Landlord's costs for making such repairs, upon presentation of xxxx
therefor, as additional rent.
12.3. Landlord agrees to hard surface, xxxx, properly drain, adequately light
and landscape the parking area, together with the necessary access
roads. Landlord agrees to operate, manage, and maintain during the term
of the Lease, and any extension thereof, the common areas including all
parking areas, and roads in the Shopping Center. The manner in which
such areas and facilities shall be maintained, and the expenditures
therefor, shall be at the sole discretion of Landlord, commensurate
with commonly accepted standards applicable to shopping centers in New
England of a like size and nature including, but not limited to, the
prompt removal of ice, snow and debris from the parking and loading
areas of the Shopping Center, and the use of such areas and facilities
shall be subject to such reasonable regulations as Landlord shall make
from time to time.
Landlord may at any time, expand, alter or close temporarily common
areas to make repairs or changes and may do such other acts in and to
common areas as in its reasonable judgment may be desirable, so long as
such actions do not result in (a) a reduction in the total number of
Shopping Center parking spaces by more than ten (10%) percent; nor (b)
material interference with
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access to or visibility of the Premises, including but not limited to a
change in traffic flow affecting the drive-up teller area described in
Exhibit A-1, or otherwise with the operation of Tenant's business in
the Premises in the normal course.
Tenant agrees to pay, upon demand, but not more often than once each
calendar month, in addition to rent. Tenant's proportionate share,
being one sixth, of all the reasonable and necessary costs and expenses
of maintaining and operating the parking areas, and all other common
areas. Such operating and maintenance costs ("CAM Charges") shall
include all costs and expenses of operating and maintaining such areas
and facilities in such manner as Landlord may from time to time
reasonably deem appropriate and for the best_ interests of the tenants
of the Shopping Center, including without limitation, providing private
police protection, security patrol, or night watchmen for the Shopping
Center, labor for landscaping, maintenance or snow removal,
compensation insurance, payroll taxes, materials, supplies, and all
other costs of operating, repairing, lighting, cleaning, sweeping,
painting, removing of rubbish or debris, and all casualty and such
other insurance in such amounts and covering hazards reasonably deemed
appropriate by Landlord, and all costs other than those which are
properly charged to capital account under generally accepted accounting
principles, including replacement of paving and repaving of parking
lot, curbs, walkways, remarking, directional or other signals,
landscaping, drainage, and lighting facilities and the cost to Landlord
of obtaining supervisory services for and maintaining the fire
sprinkler system. There shall be excluded from CAM charges the cost of
construction of improvements to such common areas which is properly
chargeable to capital account
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and depreciation of the original cost of \ construction of such common
areas, as well as general off-site overhead, initial construction and
advertising expenses, real estate commissions, leasing salaries and
expenses, and bonuses to employees. In the event that the Shopping
Center is expanded, an appropriate adjustment shall be made in common
area charges to include the expanded area.
12.4. Tenant's share of such costs and expenses of maintaining and operating
such common areas may be reasonably estimated by Landlord subject to
adjustment in future billing to Tenant. Such operating and maintenance
costs shall be computed on an accrual basis under generally accepted
accounting principles. On or before February 28 of each year. Landlord
shall determine (and furnish to Tenant a statement showing in
reasonable detail) the costs and expenses of maintaining such areas
referred to in this subparagraph during the preceding year ending
December 31". To the extent Tenant's proportionate share of such costs
and expenses is greater or less than the sum actually billed to and
paid by Tenant therefor, as the case may be, during said year, the
difference shall be billed or refunded to Tenant, as the case may be.
Tenant shall have the right upon fourteen (14) days notice, to review
and copy all of the Landlord's applicable books and records with
respect to operation the common areas. Landlord hereby agreeing to make
available to Tenant such information in reasonable detail as may be
reasonably necessary for Tenant to establish the accuracy and
reasonableness of the CAM charges.
12.5. Should Landlord be notified during the Term of this lease or any
extension thereto by any federal, state, city or municipal agency
having proper jurisdiction of a requirement to make changes or
alterations to bring the building containing the Premises or the
Shopping Center property into compliance in response to changes in any
of the aforementioned laws, codes,
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ordinances or requirements then, in that event, Landlord agrees to
promptly make such changes or alterations required in a timely fashion,
and include the cost of same in CAM charges, unless such requirement
(s) for changes or alterations directly results from Tenant's use of
the Leased Premises, in which event Tenant agrees to promptly make such
required changes or alterations as aforesaid.
13. RESERVED
14. INSURANCE
14.1. Tenant agrees, at its own expense, to maintain in full force during the
leased term a policy or policies of comprehensive liability insurance,
including property damage, written by one or. more responsible
insurance companies licensed to do business in Massachusetts, which
will insure Tenant and Landlord (and such other persons, firms or
corporations as are designated by Landlord) against liability for
injury to persons and/or property and death of any person or persons
occurring in or about the Premises. Each such policy shall be approved
as to form and insurance company by Landlord. The liability under such
insurance shall not be less than $300,000.00 for any one person injured
or killed, and not less than $500,000.00 for any one accident and not
less than $50,000.00 property damage. If, in the considered opinion of
Landlord's insurance advisor, the amount of such coverage in not
adequate. Tenant agrees to increase said coverage to such reasonable
amounts as Landlord's advisor shall deem adequate. Tenant shall also
maintain and keep in force plate glass insurance coverage on all
exterior plate glass in the Premises. The insurance in this
subparagraph provided may be covered by general policies covering all
of Tenant's offices. Tenant shall provide Landlord with copies of
certificates of all said policies
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including an endorsement which states that such insurance shall not be
cancelled after thirty (30) days' notice in writing to Landlord.
14.2. Tenant agrees that it will at all times during the leased term maintain
in force on all its fixtures and equipment in the premises a policy or
policies of fire insurance with a standard extended coverage
endorsement attached to the extent of at least eighty percent (80%) of
their insurable value, the proceeds of which will, so long as this
lease is in effect, be used for the repair or replacement of the
fixtures and equipment so insured. It is understood that Landlord shall
have no interest in the insurance upon Tenant's equipment and fixtures,
and will sign all documents necessary or proper in connection with the
settlement of any claim of loss by Tenant. Tenant shall have the
right, at its sole option, to self-insure its fixtures and equipment.
14.3. Reserved.
14.4.1. In case the Premises shall be partially or totally destroyed by fire or
other casualty insurable under full standard extended risk insurance as
to become partially or totally untenantable, the same shall be repaired
as speedily as possible at the expense of Landlord, unless Landlord
shall not elect to rebuild as hereinafter provided, and (should there
be a substantial interference with Tenant's business) a just and
proportionate part of the fixed rent shall be abated until so repaired.
14.4.1.2.If less than fifty (50%) percent of the Premises shall be destroyed or
damaged by fire or other casualty as to become wholly untenantable,
then, in such event. Landlord must rebuild or put said building in good
condition and fit for occupancy, within a reasonable time after such
destruction or damage, unless Tenant releases in writing Landlord from
such obligation.
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14.4.1.3.If more than fifty (50%) percent of the Premises shall be destroyed or
so damaged by fire, or other casualty insurable under full standard
extended risk insurance, as to become wholly untenantable or in the
event the Premises shall be partially or totally destroyed by a cause
or casualty other than those covered by fire and extended coverage risk
insurance then, in any such event. Landlord may, if it so elects,
rebuild or put the Premises in good condition and fit for occupancy,
within a reasonable time after such destruction or damage, or may give
notice in writing terminating this lease as of a date not later than
ninety (90) days after any such damage or destruction. If Landlord
elects to repair or rebuild the Premises, it shall, within ninety (90)
days after such injury, give the Tenant notice of its intention to
repair and then to_ proceed with reasonable speed to make such repairs.
Unless Landlord elects to terminate this lease, this Lease shall remain
in full force and effect and the parties waive the provisions of any
law to the contrary.
14.4.1.4.Landlord's obligation (should it elect or be obligated to repair or
rebuild) shall be limited to the basic building, store front, and
interior work and Tenant shall forthwith replace or fully repair all
exterior signs, trade fixtures, equipment, display cases and other
installations originally installed by Tenant at its expense.
00.0.0.0.Xx addition to the insurance which Tenant is required to maintain
pursuant to Article 14 of this Lease, included within the terms of
extensions of this Lease, Tenant shall pay to Landlord as additional
rent one sixth of the total premium paid by Landlord for fire insurance
(including the so-called "extended coverage endorsement") and
comprehensive public liability upon Landlord's buildings and
improvements in the Shopping Center. The amount of fire insurance to be
maintained by Landlord shall be not less than eighty (80%) percent and
not more than one hundred (100%) percent of the actual cash value
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of Landlord's buildings and improvements in the center as such value
may exist from time to time.
15. EMINENT DOMAIN
15.1. In the event of any taking for any public or quasi-public use by
exercise of the right of eminent domain or by deed in lieu thereof
between Landlord and those having the authority to exercise such right
(hereinafter called "Taking") of the whole of the Premises then this
Lease and the term hereof shall cease and expire as of the date of such
Taking and the base rent under Exhibit B and any additional rent and
all other charges paid for a period after such Taking shall be refunded
to Tenant upon demand.
15.2. In the event of Taking of more than one-fifth (1/5) of the Premises or
in the event of a Taking so as to prevent or substantially prevent
adequate access to Premises, then Tenant may elect to terminate this
Lease by giving notice of termination to Landlord on or before the date
which is ninety (90) days after receipt by Tenant of notice that the
Taking or denial or diminishing of access or termination of the
Tenant's lease shall have occurred. Upon the date specified in such
notice of termination this Lease and the term hereof shall cease and
expire, and the base rent under Exhibit B and any additional rent and
charges paid for a period after such date of termination shall be
refunded to Tenant upon demand.
15.3. If this Lease is not terminated or if Tenant does not elect to
terminate this Lease as aforesaid then the award or payment for the
Taking shall be paid to and used by Landlord for restoration as
hereinafter- set forth and Landlord shall promptly commence and with
due diligence continue to restore the Premises remaining after the
Taking to substantially the same condition and tenantability as existed
immediately preceding the Taking. During the period of any
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restoration, the base rent under Exhibit B, additional rent, and other
charges shall be abated justly and equitably. Nothing herein contained
shall be deemed or construed to prevent either Landlord or Tenant from
enforcing and prosecuting a claim for the value of its respective
interest in any condemnation proceedings.
15.4. Tenant's right to recover damages in case of any Taking, shall not be
affected, prejudiced, restricted or limited whether or not this Lease
has been terminated because of such Taking or is subject to
termination. Nothing herein contained shall prohibit Tenant (in
addition to the foregoing) from interposing and prosecuting in any
condemnation proceeding, independent of any claim of Landlord, claims
for which the Tenant; may be entitled to recover.
16 MORTGAGES
16.1. This Lease shall be subject and subordinate in all respects to the
first mortgage granted by Landlord to Ipswich Savings Bank. Except for
such encumbrance, this Lease shall be subject and subordinate in all
respects to all mortgages to recognized lending institutions which may
hereafter affect the Premises and each and every of the advances which
have heretofore been made or which may hereafter be made thereunder,
and to all renewals, modifications, consolidations, replacements and
extensions thereof, provided that the holder of any such mortgage
delivers to Tenant a written agreement in recordable form consenting to
this Lease and agreeing that Tenant shall not be disturbed or canceled
at any time, except in the event Landlord shall have the right to
terminate this Lease under the terms and provisions 'set forth herein,
and agreeing further that proceeds of insurance and taking awards be
applied as provided for in this Lease. In confirmation of such
subordination. Tenant shall
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execute promptly, without cost or charge, 8ny instruments or
certificates that Landlord or any mortgagee may require.
16.2. Landlord shall make all payments required to be made under the
provisions of any mortgage affecting the Premises in default of which
Tenant shall have the right, but not the obligation, to cure any such
default and to deduct the cost thereof from the base rent or additional
rental or other charges becoming due under this Lease or to require the
payment of such cost from Landlord upon demand.
17. TENANT'S CONVENANTS
17.1. In addition to all other covenants and agreements of Tenant contained
herein. Tenant hereby covenants with Landlord that Tenant during the
said term and for such further time as it shall hold the Premises or
any part thereof will save landlord harmless from all loss and damage
occasioned by the use of water in or escape of water from the Premises
or by the bursting or cracking of the water pipes, including the
sprinkler system, if any, except for such loss or damage as is caused
by the negligence of Landlord, its agents, employees, servants, or
contractors or Landlord's failure to properly make repairs required to
be made by Landlord hereunder; at the expiration of said term will
surrender the Premises in the same condition as the Premises were in
upon delivery of possession thereto under this Lease, reasonable wear
and tear excepted, and damage by unavoidable casualty excepted, and
shall surrender all keys for the leased premises to Landlord at the
place then fixed for the payment of rent and shall inform Landlord of
all combinations on locks, safes, and vaults, if any, in the Premises;
remove all of its trade fixtures, and any alterations or improvements
before surrendering the Premises as aforesaid and shall repair any
damage to the leased premises caused thereby (Tenant's obligations to
observe or perform this covenant
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shall survive the expiration or other termination of the terms of this
Lease); will not commit any nuisance on the Premises; will not overload
the Premises; will not carry on any business, trade or occupation upon
the Premises or make any use thereof which shall be unlawful or
offensive or contrary or any law or ordinance for the time being in
force; will not do any act or thing upon the Premises which will make
them uninsurable against fire or which is liable to increase the
premium for fire insurance on the Premises over the normal premium at
the time in question for the stipulated use of the Premises, and if
such premiums are increased. Tenant shall pay the amount of such
increase; and will keep the Premises equipped with all safety
appliances required by law or ordinance, or any order or regulation of
any public authority because of the use made of the Premises; except
only for the structures on the Premises, repairs to which are to be
made by Landlord, will make all repairs, alterations, and replacements
so required; will procure any authorizations or licenses required for
Tenant's use or repair of the Premises; that Landlord or its agents may
during the term during normal business hours and with Tenant's prior
approval which approval Tenant agrees not to unreasonably withhold or
delay (or at any time in the event of an emergency) enter to view the
Premises and make repairs or improvements, but Landlord will not be
required to do so, except as otherwise expressly provided in this
Lease; and Landlord may show Premises to others at mutually agreeable
times during normal business hours, and at any time during normal
business hours within one hundred eighty (180) days before the
expiration of the term (as the same may be extended), may affix to any
suitable part of the exterior of the Premises a notice of reasonable
size for letting or selling the Premises and keep the same as affixed
without molestation by Tenant.
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18. TENANT'S DEFAULT
18.1. If any sum or sums due as rent or additional rent as herein provided
and set forth or any part thereof shall be unpaid for a period of
fourteen (14) days after written notice of such default has been given
by Landlord to Tenant, or if Tenant shall violate or be in default in
its observances or performance of any of its covenants herein
contained, except default in the payment of base rent or additional
rent, and shall have failed to take and prosecute appropriate steps to
remedy such breach or default within twenty (20) days after written
notice of such breach or default has been given by Landlord to Tenant,
or if the estate hereby created shall be taken on execution or other
process of law and shall not be redeemed for_ twenty (20) days after
Landlord shall have given Tenant written notice of such taking, or if
Tenant be declared bankrupt or insolvent according to law, or if any
assignment shall be made of its property for the benefit of creditors,
then, and in each of the said cases (after the expiration of the
aforesaid fourteen (14) day or twenty (20) day period if applicable),
Landlord lawfully may (notwithstanding any waiver of any former breach
of covenant or waiver of the benefit hereof or consent in a former
instance) immediately or at any time thereafter while such default or
other stipulation aforesaid continues and without further demand or
notice enter into and upon the Premises or any part thereof in the name
of the whole and repossess the same as of its former estate and expel
Tenant and those claiming through or under it and remove its effects
(forcibly if necessary) without being deemed guilty of any manner to
trespass and without prejudice to any remedies which might otherwise be
used for arrears of rent or preceding breach of covenant, and upon
entry as aforesaid this Lease shall terminate and Tenant covenants that
in case of such termination under the provisions of statute by reason
of the default of Tenant,
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Tenant will forthwith pay Landlord as damages a sum equal to the amount
by which the base- rent, additional rent, and other payments called for
hereunder of the remainder of the original term or of any extensions
thereof, and, in addition thereto, will during the remainder of the
original term and of any extensions thereof pay to Landlord on the last
day of each calendar month the difference, if any, between rental which
would have been due for such month had there been no such termination
and the sum of the amount being received by Landlord as rent from
occupants of the Premises, if any, and the applicable pro rated amount
of the damages previously paid to Landlord, Landlord hereby agreeing to
use reasonable efforts to minimize damages.
19. USE AND OCCUPANCY
19.1. The Premises may be used and occupied for a bank, including a drive-up
teller area, general business purposes, and general office purposes,
provided any such use is permitted under applicable Federal, state and
municipal laws and regulations.
20. SIGNS
20.1. Tenant shall have the right to install, maintain and replace, at its
own cost and expense, after the prior written consent of Landlord in
each instance, such signs on the Premises and in common areas such as
driveways, parking areas and sidewalks as it determines, provided the
same shall be in compliance with all laws, orders, rules and
regulations of all governmental authorities having jurisdiction
thereof.
21. NOTICES
21.1. Every notice, approval, consent or other communication authorized or
required by this Lease shall not be effective unless in writing and
sent by United States registered or certified
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mail, return receipt requested, directed, if to Tenant to the address
listed below; and if to Landlord at the address listed herein or such
other address as either party may designate by notice from time to
time.
Landlord: Five Jays Realty Trust
X.X. Xxx 000
Xxxxxx, XX 00000
Tenant: Ipswich Savings Bank, Attn: President
00 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
22. WAIVER
22.1. One or more waivers of any covenant or condition by Landlord or Tenant
shall not be construed. 3.3 a waiver of a subsequent breach of the same
or any other covenant or condition, and the consent or approval by
Landlord requiring the other party's consent or approval to or of any
similar subsequent act. The failure of either party to seek redress for
violation of, or to insist upon strict performance of, any term,
covenant or condition in this Lease shall not prevent a similar
subsequent act from constituting a default under this Lease.
23. INVALIDITY OF CERTAIN PROVISIONS
23.1. If any provision of this Lease shall be invalid or unenforceable, the
remainder of the provisions of this Lease shall not be affected thereby
and each and every provision of this Lease shall be enforceable to the
fullest extent permitted by law.
24. LANDLORD'S INTEREST
24.1. Landlord reserves the right to assign or transfer any and all of its
rights, title and interest under this Lease, including but not limited
to the benefit of all covenants of the Tenant hereunder.
Notwithstanding anything contained in
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this Lease to the contrary, it is specifically understood and agreed
that the obligations imposed upon Landlord hereunder shall be binding
upon Landlord and Landlord's successors in interest only with respect
to breaches occurring during Landlord's successors' respective
ownership of Landlord's interest hereunder, and Landlord and its said
successors in interest shall not be liable for acts and occurrences
arising from and after the transfer of their interest as Landlord
hereunder.
24.2. If all or any part of Landlord's interest in this Lease shall be held
by a trust at any time or times, no trustee, shareholder or beneficiary
of said trust shall be personally liable for any of the covenants or
agreements, express or implied, hereunder; the Landlord's covenants and
agreements shall be binding upon the trustees of said trust as trustee,
as aforesaid, and not individually and shall be binding upon the trust
estate. Nothing contained in the foregoing shall limit or restrict
Tenant's rights to obtain injunctive relief against Landlord.
25. INDEMNIFICATION
25.1. Tenant and Landlord agree to indemnify and defend each other against,
and to save each other harmless from, any and all claims of whatever
nature for injury or damage to persons or property in or about the
Premises caused by their respective negligence or intentional conduct
or by the negligence or intentional conduct of their respective
employees, agents or contractors.
26. NOTICE OF LEASE
26.1 Tenant and Landlord agree to execute a Notice of Lease, setting forth
the essential elements of this lease, to be recorded in the Essex South
District Registry of Deeds.
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27. NET LEASE
27.1. It is understood and agreed that Tenant, during the term hereof, is to
do all things and make all payments connected with the Premises or
arising out of any occupation of the Premises or any part thereof or
its appurtenances, except as otherwise expressly provided in this
Lease, and under no condition or contingency is Landlord to be called
upon to do or perform any act or action or be subject to any liability
or responsibility or to make any payments with respect to the Premises
or any part thereof, except as otherwise expressly provided in this
Lease, all so that this Lease shall yield net to Landlord the rent
specified in this Lease, except as otherwise expressly provided in this
Lease.
WITNESS the execution hereof under seal the day and year first written
above.
FIVE JAYS REALTY TRUST
By:
/s/ XXXXX X. XXXXXXX
----------------------------------------
XXXXX X. XXXXXXX, Trustee
IPSWICH SAVINGS BANK
By:
/s/ Xxxxx X. Xxxx
---------------------------------------
Its: President, not individually
----------------------------------
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EXHIBIT A
DESCRIPTION OF PREMISES
A certain parcel of land with the buildings thereon, bounded and described as
follows:
Beginning at the Westerly corner by Xxxxxxxxx Xxxxxx at a nail in a xxxxx,
thence running N 24 03' 47" E, 511.17 feet, by land now or formerly of the Town
of Rowley, to an iron pipe;
Thence running S 67 39' 46" E, 270.6 feet, more or less, by land now or formerly
of Xxxxxx Xxxxxx, to the middle of a stream;
Thence running by the thread of the stream and by land now or formerly of said
Xxxxxx, Southeasterly, about 86 feet more or less, to the Newburyport Turnpike;
Thence running by the State Highway layout line of the Newburyport Turnpike S 26
29' 48" W, 410.5 feet more or less, to a Massachusetts Highway bound point;
Thence running on the curve of Newburyport Turnpike and Haverhill Street, 115.77
feet, to a Massachusetts Highway bound point on Haverhill Street; and
Thence running by Haverhill Street, N 63 14' 19" W, 248.63 feet, to the point of
beginning.
Said parcel containing 3.74 acres, more or less.
Being the same premises shown on "Plan of Land in Rowley, Mass. Owned by Five
Jays Realty Trust, Scale I" = 40', January 7, 1985, H.P.E. Associates,
Consulting Engineers, 00 Xxxxx Xxxxxx, Xxxxxxx, Mass.", recorded in the Essex
South District Registry of Deeds with the deed referred to below.
The above description is intended to describe the land shown as "Area =
162,900+/- S. F. (3.74+/-acres)" upon said Plan, and in the event of any
discrepancies the plan shall control.
For title reference see the deed of Xxxxxx X. Xxxxxxx, et al, dated January II,
1985, recorded in said Registry, Book 7635, Page 299.
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EXHIBIT B
RENT PAYMENTS
The annual rent for each of the first five years of the original term
of this Lease due from Tenant to Landlord shall be as follows, payable in
advance in equal monthly installments on the first day of each month during the
term of this Lease:
Annual Rent Monthly Installments
$41,250.00 $3,437.50
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EXHIBIT C
TERMS OF EXTENSION OPTION
Each extension period resulting from the exercise of an option
contained in Article 5 shall be upon the same terms and conditions as the
original term of the Lease, except for the annual rent which will be determined
as follows:
A. First Extension Period (August 1, 2005, to July 31, 2010)
The annual rent during the first extension period shall be obtained by
increasing the annual rent reserved during the initial term to reflect the
increases in the cost of living between August 1, 2000, and July 31(degree)",
2005. However, in no event shall the total rent increase for the first extension
period exceed twenty (20%) percent of the rent charged during the initial term.
The percentage of increase in the cost of living during the aforesaid
period shall be determined by the Consumer Price Index, All Urban Consumers
(CPI-U), Boston-Brockton-Nashua (original base 1982-84 = 100).
The annual rent for the first extended term shall be computed as
follows:
The initial rent of $41,250.00 shall be multiplied by the percentage by
which the cost of living increased between August 1, 2000, and July 31, 2005, to
arrive at the cost of living increase. The cost of living increase shall be
added to the initial annual rent before adjustment ($41,250.00) to obtain the
annual rent after adjustment. However, in no event shall the annual rent after
adjustment exceed $49,500.00. The annual rent after adjustment shall be payable
in equal monthly installments on the first day of each month, in advance, the
first such payment to be made on or before August 1, 2001.
B. Second Extension Period (August 1, 2010, to July 31, 2015)
The annual rent during the second extension period shall be obtained by
increasing the annual rent reserved during the first extended term to reflect
the increases in the cost of living between August 1, 2005, and July 31, 2010.
However, in no event shall the total rent increase for the second extended term
exceed
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