EXHIBIT 10.6
LEASE AGREEMENT
This lease agreement, made and entered into this___ day of February, 1999,
by and between XXXXXXX X. XXXXXXX and XXXXXX X. XXXXXXX, parties of the first
part, (hereafter referred to as "landlords"), and ACCESS NATIONAL BANK, a
proposed national bank in formation party of the second part, (hereafter
referred to as "tenant").
WITNESSETH:
Whereas, Landlords own a building known as the "Xxxxx Building", situated on
state route #50, west of state xxxxx #000, xx Xxxxxxxxx, Xxxxxxxx 00000 (herein
the "Leased Premises"); and,
Whereas, landlords have agreed to lease the said premises to Tenant, together
with the land on which the said building is situated, including a paved parking
lot for 30 spaces, with fresh striping, and a driveway around the Xxxxx Building
for use in connection with the Tenant's operation of a "Drive-in Window" related
to the Tenant's banking business to be operated on the Leased Premises, and
Tenant has agreed to rent the Leased premises upon the terms and conditions of
this lease.
Therefore, in consideration of the premises, the mutual promises of the parties
hereto and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Tenant and the Landlords hereby
agree as follows:
1. This lease shall be for a term of Five (5) years and four (4) months
commencing on March 1, 1999, subject to the contingencies set forth in
paragraphs nos. 11 and 23 below. Tenant shall pay Landlords the
following amounts, payable on the first day of each month:
Initial Rent.
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Monthly installments of rent, each in the amount of $3,000.00, shall be due
and payable on March 1, 1999, and April 1, 1999;
An installment of rent, in the amount of $4,500.00 shall be due and payable
on May 1, 1999: and<
An installment of rent, in the amount of $5,500.00 shall be due and payable
on June 1, 1999.
Base rent During Initial Term.
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Commencing on July 1, 1999 through June 30, 2000 Tenant shall pay a monthly
base rent of Six Thousand, Three Hundred Dollars ($6,300.00) for the Leased
Premises, consisting of the building containing 3600 square feet, together
with the above-mentioned parking lot and all other real property
constituting the Leased Premises.
Commencing July 1, 2000 through June 30, 2004 the annual.base rent (and the
corresponding amount of the monthly rent installments) will be increased
annually on the 1st day of each July to an amount equal to three percent
(3%) above the previous year's annual base rent or in accordance with the
Consumer Price Index increases (CPI-U 1967 BASE 100) which ever is greater.
Tenant shall have the option to renew this lease for Two (2) additional
terms of Five (5) years each upon the same terms and conditions a provided
for herein.
Base Rent During Renewal Terms.
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If the first renewal term option (as provided in Paragraph 2 below) is exercised
by the Tenant. The annual base rent (and the corresponding amount of the
monthly rent installments) will be increased annually during the first
renewal term, on the 1st day of July occurring during the renewal term, to
an amount
equal to three percent (3%) above the previous year's annual base rent or
in accordance with the Consumer Price Index increases (CPI-U 1967 BASE 100)
which ever is greater.
If the second renewal term option (as provided in Paragraph 2 below) is
exercised by the Tenant, the annual base rent for each, of the five years
of the second renewal in accordance with the (CPI-U 1967 BASE 100)
whichever is greater above the amount of the annual base rent in effect
during the previous year beginning with the last year of the first renewal
term. The annual base rent for the 2nd renewal term will be payable in
monthly installments equal to 1/12th of the annual base rent, commencing
July 1, 2009; and the annual base rent (and corresponding amount of the
monthly installments) will be increased annually during the second renewal
term, on the 1st day of each July.
Payment of Rent
Rent shall be due on the 1st of each month, mailed directly to Landlord's
address (1800 Xxx Xxxxxx Xxxx Xxx. 000, XxXxxx, Xxxxxxxx 00000-0000). A
late charge of five percent (5%) of any payment due and not received within
ten (10) days after its due date shall be payable without demand.
2. This lease shall automatically renew for each option year unless the
Tenant gives written notice by certified mail to the Landlords, at
least three months prior to the commencement of the next five (5)
option term, that the Tenant will not renew the lease. In the event
the Landlord has a bonafide offer to sell the property to a third
party the Landlord reserves the same option to cancel this lease at
the end of each five year option term, with written notice by
certified mail to the Tenant that the lease cannot be renewed.
Landlord, agrees the Tenant shall have the first right of refusal to
purchase the Property by accepting the terms of the said contract in
its own name for the gross price. Tenant shall have the right within
three business days, excluding Saturday and Sunday or any legal
holiday to accept the terms.
3. Security Deposit. Tenant shall, deliver a security deposit, in the form
of a check in the amount of Three Thousand, Three Hundred Dollars
($3,300.00) payable to the Landlords. The security deposit shall at no
time be considered or used for payment on past due rent. The sole
purpose of said security deposit shall be to insure payment of all
expenses and utilities upon vacation of premises by Tenant. Upon the
expiration of the term of this Lease Agreement, Landlords shall,
provided Tenant is not in default under the terms of this Lease
Agreement, return said security deposit to tenant. In the event of the
sale or transfer of Landlords' interest in the Property, Landlords
shall assign and deliver the security deposit to such new Landlord or
transferee.
4. Written Limited Guaranty of Lease. Xxxxxxx X. Xxxxxx agrees to be
personally responsible for the Tenant's monthly payment obligations
under this lease until the date when a bank charter is issued to the
Tenant and for three (3) months after the bank charter is issued.
Xxxxxxx X. Xxxxxx agrees to pay an additional Three Thousand dollar
$3000 deposit upon execution of this lease which will be returned to
him upon satisfaction of the conditions in this paragraph.
5. Landlords agree that upon Tenant's payment of rent and the due
performance and observance of all the terms, covenants and conditions
contained in this lease, Tenant shall have the right of quiet
enjoyment of the Leased Premises, and this Lease Agreement shall not
be terminate or affected by the sale of the Leased Premises to a third
party and that any such sale shall be made subject to this Lease
Agreement and the rights of the Tenant hereunder. Landlord reserves
the right to inspect the outside premises and enter common areas of
the building upon reasonable notice to Tenant at least two times each
year.
6. Tenants shall pay all taxes and assessments imposed upon the Leased
Premises by any lawful authority. Tenant shall have the right to
contest, at Tenant's expense any taxes and assessments provided the
Landlords' interest in the Leased Premises is not impaired.
7. Tenant will conduct upon the Leased Premises a banking business,
subject to the satisfaction of the contingencies contained in
Paragraphs Nos. 11 and 23 below. The Leased Premises shall not be put
to any other use without the written consent of Landlords.
8. Tenant assumes responsibility for replacement of any plate of glass,
which may be broken during the term of this Lease.
9. enant will pay for all electricity consumed by the Tenant and all of
the annual cost of water, septic tank pumping, fuel oil and the heating
unit annual service contract.
10. Tenant will maintain the existing air conditioning units; however,
Tenant shall install (if necessary) any air conditioning units in the
event an existing unit fails to provide adequate comfort, as determined
by the Tenant. Landlord hereby agrees that if the Tenant chooses,
Tenant may, at its own expense, remove and dispose the existing air
conditioning units and install heat pump air conditioning, provided
Tenant closes and finishes any openings or voids resulting from the
removal of the existing units and repairs such openings to match the
adjacent areas in a workmanlike manner. Upon vacation of the premises
by the Tenant, such improvements will become property of the Landlords.
11. On or before July 1, 1999, Landlords agree to pave such area of land
necessary to provide a total of thirty (30) parking spaces, with new
striping for the individual spaces. Landlords shall also be responsible
to deliver on or before July 1, 1999 a fully operational heating
systems, leak free roof structure, access to operational public water
service and operational hold pump septic systems.
In addition to the foregoing, the Tenant and/or its agents shall have
the right, from the date this lease is fully ratified through April 1,
1999 (the "Study Period"), to cause any test, studies and/or
investigations of the Leased Premises concerning: the physical and
structural integrity of the building and improvements, the condition of
he electrical, mechanical, plumbing, HVAC and septic systems, the
status of the Leased Premises under the Americans with Disabilities
Act, feasibility of Tenant improvements and/or any other studies
related to the Tenant's use of the Leased Premises as a banking
facility, as Tenant shall deem necessary or appropriate to determine
the condition and feasibility of the Leased Premises.
In the event that said studies and tests do not yield satisfactory
results, as determined in the sole discretion of the Tenant, and to the
extent this paragraph is not inconsistent with paragraph 12 below, then
Tenant shall have the right within said Study Period to terminate this
lease by written notice to the landlords. In this event the Landlord
shall be entitled to keep the first month's rent installment due on
March 1, 1999, the security deposit under paragraph 3, the guaranty of
lease deposit under paragraph 4, and any additional payments paid or
due payable under the terms of this lease.
Tenant agrees to repair any damage to the Leased Premises caused by
said tests and studies, and further agrees to indemnify and hold the
Landlords harmless from any loss or damage suffered by Landlords
resulting from the tenant" tests and studies.
12. Except as set forth above, Tenant accepts the said premises in "as is"
condition and is responsible for providing all improvements as
required and desired. Tenant will keep the property in normal working
order and condition, including air conditioning, heating and plumbing
systems (except for ordinary wear and tear or damage caused by
casualty) and will make all repairs and shall take such other actions
as may be necessary or appropriate to keep and maintain the property
in good order and condition including painting and repairs as needed
to their areas of occupation, outside yard maintenance and snow
removal. Landlords will not be liable for any labor, services or
materials furnished, or to be furnished to tenant, or to anyone
holding the Leased Premises or any part thereof through or under
Tenant, and no mechanics' or other liens for any such labor or
materials shall attach to or affect the interest of the Landlords in
and to the Leased Premises. If there is no continuing event of
default, Tenant may make additions or improvements to or alterations
of the Leased Premises. All maintenance and repair, and each such
additional
improvement, or alteration (I) must not, individually or in the
aggregate, substantially lessen the Fair Market Value of the Property
or materially affect the Property's usefulness in Tenant's business,
(ii) shall be completed expeditiously in a good and workmanlike
manner, and in compliance with all Legal Requirements and all
Insurance Requirement, set forth in paragraph No. 15 below, and (iii)
shall, to the extent they become permanently affixed to the property,
become part of the Property and subject to this Lease Agreement.
Except as set forth above, Tenant may install or place or reinstall or
replace upon and, if there is no continuing Event of Default, remove
from the Property any trade fixtures, inventory, signs, machinery,
supplies and equipment. Such trade fixtures, inventory, signs,
machinery supplies and equipment and all other non-fixtures shall not
become the property of Landlords other than replacements of trade
fixture, machinery and equipment which are the property of Landlords,
which replacements shall also be the property of Landlords.
13. Tenant intends to install an ATM facility, teller work stations,
security systems and vault to be located upon the Leased Premises,
which shall remain the Personal Property of Tenant and will be removed
by the Tenant upon termination of this Lease, or sooner should the
Bank desire, provided, however, Tenant agrees to install cinder block,
brick or matching materials in a workmanlike manner to fill in the
space occupied by the ATM Machine, and vault should they be removed,
and agrees to restore the Leased Premises to its former condition. The
Tenant has the right to install any facility needed for any activity
Tenant does in connection with its banking business that is legally
permissible.
14. If, because of any act or omission of Tenant, any mechanic's lien or
other lien, charge or order for the payment of money shall be filed
against any Portion of the Property, Tenant shall, at its own cost and
expense, cause the same to be discharged of record or bonded within
Sixty (60) days after written notice from Landlords to Tenant of the
filing thereof unless Tenant shall contest the validity of such liens.
If Tenant shall fail to cause such liens to be discharged of record or
bonded within the aforesaid Sixty day period (unless Tenant shall
contest the validity of such lien as aforesaid) or satisfy such within
Sixty (60) days after any judgement in favor of such lien holders from
which no further appeal might be taken, then Landlords shall have the
right to cause the same to be discharged shall constitute additional
Base Rent payable by Tenant to Landlords.
15. At all times during the term of this Lease Agreement, Landlords shall
Maintain in effect a policy or policies of property damage insurance
covering the building in an amount not less than one hundred percent
(100%) of its full replacement value, providing protection against any
peril included within the classification Fire and Extended Coverage
"all risk"; together with endorsements for flood, earthquake, theft
and collapse, if available. Landlords shall be entitled, at its option
to include in such policies a reasonable deductible provision not to
exceed five percent (5%) per occurrence.
Tenant will maintain with insurers authorized to do business in
the state in which the Property is located and which are well
rated by any recognized national rating organization:
(a) fire insurance and insurance with respect to risks from
time-to-time included under the standard extended coverage
endorsement, including vandalism and malicious mischief, if
amounts sufficient to prevent Landlords and Tenant from
becoming co-insurers of any loss but in any event in amounts
not less that the
then Full Insurable Value of the Tenant's Property as
determined from time-to-time (but not less often than once
every three years) by the insurer of insurers;
(b) comprehensive general public liability insurance against
claims for bodily injury, death, or property damage arising
out of the use or the occupancy of the Property by Tenant,
in a combined single limit amount of not less than Five
Hundred thousand Dollars (500,000.00).
Promptly after the Tenant's occupancy of the Leased Premises (I)
Tenant shall deliver to Landlords certificates of the insurers
evidencing all the insurance which is required to be maintained
hereunder by Tenant, and (ii) Landlord shall deliver to Tenant a
certificate of the insurer evidencing all insurance required to be
maintained hereunder by Landlords; within Thirty (30) days prior to
the expiration of any such insurance, other certificates evidencing
the renewal of such insurance.
16. Should the Xxxxx Building and/or the leased property be destroyed or
rendered unfit for occupancy by fire or other casualty, or in the
event that through no fault, of he Tenant the premises are not
suitable for occupancy due to the failure to obtain water, HVAC,
electricity, or other services normally associated with the
establishment of a commercial business ( if the said property becomes
"not tenantable"), or in the event of a condemnation of all or part of
the Leased Premises, Tenant shall have the option to cancel this Lease
upon Fifteen (15) days notice. Rent shall xxxxx from the time the
premises are destroyed, rendered, unfit for occupancy or otherwise not
tenantable. The Security Deposit, and Xxxxxxx X. Xxxxxx'x personal
additional Deposit and guaranty shall be returned to Tenant, subject
to the terms and conditions of Paragraph No. 3 to satisfy obligations
until the cancellation date.
17. Landlords warrant that the premises are properly zoned for use as a
commercial banking facility or the Tenant's specified use and Tenant's
obligations hereunder are conditioned upon such warranty being true
and accurate now and at all times under the Lease. Landlord further
warrants that it is aware of no environmental hazards on the property
and affirmatively states that the property has not been previously
used for, nor is being used for, the operation of a landfill, dump,
gasoline station, or for disposal of other hazardous materials.
Landlords further warrant that they have the right to enter into this
Lease and no authorization of any lender or other party is required
for such action. Tenants obligations hereunder are conditioned upon
such warranty being true and accurate now and at all times under the
Lease. Landlord agrees to hold Tenant harmless from any and all
environmental damages associated with the property, which occur as a
direct result of anything other than Tenant's occupancy of the Leased
Premises.
18. Tenant shall not assign this lease or sublet the Leased Premises
without Landlords; consent in writing, which consent shall not be
unreasonably withheld.
19. Notwithstanding any other provisions contained in this Lease, in the
event (a) Tenant or its successors or assignees shall become insolvent
or bankrupt, or if it or their interest under this lease shall be
levied upon or sold under execution or other legal process, or (b) the
depository institution then operating on the Leased Premises closed,
or is taken over by any depository institution supervisory authority
("Authority"), Landlords may, in either such event, terminate this
Lease only with concurrence of any Receiver or Liquidator appointed by
such Authority; provided, that in the event this Lease is terminated
by the Receiver or Liquidator, the maximum claim of Landlords for
rent, damages, or indemnity for injury resulting from termination,
rejection, or abandonment of the unexpired Lease shall by law in no
event be in an amount equal to all accrued and unpaid rent to the date
of termination. Except that if the Principal stockholders of the
Tenant establish another business or organization, shall be liable for
any injury resulting from termination and the unpaid rent of this
Lease.
20. Subordination: This Lease is subject and subordinate to all mortgages
or deeds of trust, which may now or hereafter affect or encounter the
Demised Premises or the real property of which the
Leased Premises form a part and to all renewals, modifications,
consolidations, replacements or extension thereof; provided that the
holder(s) of any such mortgage or deed of trust agrees not to disturb
the Tenant's rights of possession under this Lease or cancel this
Lease so long as Tenant is not in default under this Lease. Tenant
covenants and agrees to attorn to the holder(s) of any such mortgage
or deed of trust, and/or to any other successors to Landlords, who
acquires the Landlords interest in the Leased Premises, whether by
sale, foreclosure or otherwise, provided that the said successor party
enters into a Subordination, Non-Disturbance and attornment Agreement
which recognizes Tenant's rights under this Lease.
21. All notices, demands, or other communications that may be necessary or
proper hereunder shall be deemed fully given if personally delivered
or when deposited in the United States mail, postage prepaid, first
class, registered or certified, return receipt requested, addressed as
follows:
To Tenant:
Access National Bank, a proposed national bank
C/o Xxxxxxx X. Xxxxxx 000
Xxxxx Xxxx, X.X.
Xxxxxx Xxxxxxxx 00000-0000
To Landlords:
Wm. X. Xxxxxxx
Xxxxxx X. Xxxxxxx
0000 Xxx Xxxxxx Xxxx Xxx. 000
XxXxxx, Xxxxxxxx 00000-0000
Either party may change their address for notices by giving the other party
written notice, in accordance with the above provisions, ten (10) days
prior to the date of such address change.
22. The rights, benefits, privileges and liabilities under this Lease
shall be binding upon the heirs, administrators and successors of the
parties hereto.
23. The Landlords and Tenant acknowledge the Tenant has an application for
a national bank charter pending with the Office of the Comptroller of
the Currency. Upon issuance of the final charter, the Tenant expects
to be duly organized under the law of the United States as a national
banking association. In the event the Tenant is unable to obtain a
charter prior to March 1, 2000, the Tenant has the right to cancel
this Lease Agreement by sending 15 days prior written notice to
Landlords and provided the Tenant pay a cancellation penalty in the
amount of Nineteen Thousand, Eight Hundred Dollars ($19,800.00). The
Security Deposit and the additional security guaranty will be returned
subject to the applicable conditions.
In Witness Whereof, the parties have caused this Lease to be duly
executed on the dates set
forth beneath their respective signatures below. This Lease shall for
all purposes be deemed to fully executed, upon ratification by each of the
parties hereto, as of the latest of the dates of execution shown below.
LANDLORDS:
(SEAL)
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Date Xxxxxxx X. Xxxxxxx
(SEAL)
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Date Xxxxxx X. Xxxxxxx
TENANT:
ACCESS NATIONAL BANK,
A proposed national bank in formation
By: (SEAL)
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Date Xxxxxxx X. Xxxxxx, Agent
Guarantor:
(SEAL)
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Date Xxxxxxx X. Xxxxxx
