EXHIBIT 10.1
LEASE AGREEMENT
THIS LEASE, made as of this 9th day of July, 1998, by and between
WRIDELL DEVELOPMENT CORPORATION, INC., a Florida corporation, whose address is
000 0xx Xxx. X., Xxxxxx, Xxxxxxx 00000 (hereinafter referred to as the
"LESSOR"), and MARINE BANCSHARES INCORPORATED, a Florida corporation whose
principal address is 000 0xx Xxx. X., Xxxxxx, XX 00000 (hereinafter referred to
as the "LESSEE"), .
In consideration of the exchange of mutual promises, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. PREMISES: LESSOR, contract purchaser of certain real property
described as Pelican Xxxxx Commercial Outparcel #2, being a part of Section 00,
Xxxxxxxx 00 Xxxxx, Xxxxx 25 East, Xxxxxxx County, Florida, the legal description
of which is attached hereto as Exhibit "A" (the "Property"), hereby leases to
LESSEE and LESSEE leases from LESSOR the premises on the first and second floors
of the Building and the drive through lane(s) and automatic teller machine
("ATM") lane as depicted and more particularly described on the attached Exhibit
"B" (the "Premises"), and for purposes of this LEASE consisting of a total of
approximately SEVEN THOUSAND FIVE HUNDRED (7,500) leasable square feet of which
approximately 5,000 leasable square feet are located on the first floor of the
Building and approximately 2,500 leasable square feet are located on the second
floor of the Building, to be located within the office building to be
constructed upon the Property by LESSOR (the "Building" or "Office Building").
The Premises do not include any space above the interior surface of the ceiling,
below the interior surface of any floor, and outside the interior surface of any
window and wall (excluding the drive through and ATM lanes), nor any part of the
exterior walls of the building in which the Premises are located, nor the walks
or Common Areas as defined herein.
LESSOR and LESSEE each covenant, as a material part of the
consideration for this LEASE, to keep and perform each and all of the terms,
covenants and conditions herein set forth.
2. LEASE TERM AND COMMENCEMENT DATE: This LEASE shall be for a term of
TEN (10) years, which term shall begin upon the Commencement Date, as hereafter
defined. LESSEE shall not abandon the Premises during the Lease Term (for
purposes of this agreement, the term "Lease Term" shall mean the primary Lease
term of TEN (10) years plus any renewal term or terms from time to time
exercised by LESSEE as provided herein.) The Commencement Date shall be the
earlier of: (i) thirty days after LESSOR receives its Certificate of Occupancy
for the Building; or (ii) the date LESSEE "opens" for business to the general
public as a commercial bank facility. LESSOR and LESSEE acknowledge that certain
obligations under various articles of this LEASE may commence prior to the
Commencement Date of the Lease Term and agree that this is a binding and
enforceable agreement as of the date LESSEE and LESSOR execute this LEASE,
subject to the termination provisions contained herein.
(Page 1 of 19)
3. RENEWAL OPTION(S): LESSEE shall have TWO (2) separate options to
renew this LEASE for a further term of FIVE (5) years each on giving written
notice to LESSEE not less than THREE (3) months nor more than SIX (6) months
before expiration of the LEASE Term, or any extension thereof, on the same terms
and conditions herein set forth including the annual CPI increase in the Base
Annual Rent as set forth in paragraph 10.a. hereof.
4. ACCEPTANCE OF PREMISES: LESSOR shall proceed in good faith and in a
prompt and workmanlike manner in delivering the Premises in the form as
described herein and making the Premises available to LESSEE for the
construction of its build-out improvements ("Leasehold Improvements"). In order
to complete its build-out prior to or simultaneous with LESSOR obtaining its
Certificate of Occupancy for the Building, LESSEE intends, but shall not be
obligated, to use the same contractor as will be hired by LESSOR for the
construction of the Building. Upon delivery of the Premises to LESSEE, the
Premises shall consist of those items as further described in Exhibit "C"
attached hereto and incorporated herein by reference. Once the Premises have
been made available to LESSEE, LESSEE shall then have full and complete access
to the Premises at all reasonable times for the construction of its build-out.
Notwithstanding the foregoing, LESSEE may not commence construction of its
build-out until such time as it has provided LESSOR with a final, complete set
of construction plans showing all improvements within the Premises, and such
plans have been approved by LESSOR in writing. Upon receipt of such construction
plans, LESSOR shall promptly provide LESSEE with its approval or disapproval of
the plans so as not to cause any unnecessary delay in the constriction of
LESSEE'S build-out. LESSEE shall receive a build-out allowance of $20.00 per
square feet ($150,000.00). LESSEE shall receive no other build-out or other
allowance, reduction in rent or other credit whatsoever for the construction of
its build-out. It is contemplated by LESSOR and LESSEE that in LESSEE'S
operation of the Premises as a banking facility, LESSEE may require "custom"
construction items or other items not customarily included in a commercial lease
space. LESSOR and LESSEE shall agree upon the nature and extent of such items
prior to their construction, and the costs thereof shall either be funded
separately by LESSEE, or shall be deducted from the above-referenced build-out
allowance. LESSEE shall defend, indemnify and hold LESSOR harmless from and
against any and all expenses, liens, claims or damages to either property or
person which may or might arise by reason of the construction of the Leasehold
Improvements.
5. LEASEHOLD IMPROVEMENTS: After the completion of the approved
Leasehold Improvements, LESSEE shall not make any interior alterations or
additions in, on or to the Premises or any part thereof without the prior
written consent of LESSOR; provided, however, if such work is merely decorative
in nature or if the cost is less than $10,000.00, the approval of LESSOR shall
not be required. Additions, fixtures and non-removable improvements, except
stock in trade, movable furniture and equipment, shall at once become part of
the realty and the property of the LESSOR and upon termination of this LEASE
shall remain upon the Premises. All additions, alterations and improvements
shall comply with all building codes, regulations and other applicable laws. All
contractors, subcontractors, mechanics, laborers, materialmen and others who
perform any work, labor or services or furnish any materials or otherwise
participate in the improvement of the Premises shall be and are hereby given
notice that
(Page 2 of 19)
LESSEE is not authorized to subject LESSOR's interest in the Premises to any
claim for mechanics', laborers' and materialmen liens, and all persons dealing
directly or indirectly with LESSEE may not look to the Premises as security for
payment. Any mechanic's, laborer's or materialman's lien shall be promptly
discharged by LESSEE in accordance with Florida law, or LESSEE shall promptly
transfer such lien to a proper surety or cash bond as provided by Section 713.24
of the Florida Statutes, time being of the essence. The foregoing obligations of
LESSEE shall survive the Lease Term, and the failure of LESSEE to comply with
the foregoing shall be a material default hereunder. LESSEE shall defend,
indemnify and hold LESSOR harmless from and against any and all expenses, liens,
claims or damages to either property or person which may or might arise by
reason of the making by LESSEE or its agents of any such additions,
improvements, alterations and/or installations.
6. PARKING: LESSOR shall provide LESSEE with a reasonable number of
exclusive and designated parking space(s), based upon the total square footage
of space occupied by LESSEE in comparison with other lessees within the
Building.
7. QUIET ENJOYMENT: Subject to LESSEE observing and obeying all
applicable laws, ordinances and regulations and performing all of the covenants,
conditions and provisions required of LESSEE herein, LESSEE shall have quiet
possession of the Premises during the LEASE Term.
8. EFFECTIVE DATE: This LEASE shall become a binding and enforceable
agreement on the date upon which the LEASE has been executed by both parties
(the "Effective Date").
9. USE: LESSEE shall use and occupy the Premises only for general
office purposes including but not limited to, a commercial bank facility
operating in conformity with federal and state banking regulations, and shall
not use, nor occupy the Premises, for any other purposes without LESSOR's
consent. Furthermore, LESSEE shall not interfere with, nor violate the use
rights of, nor conduct any activity which may injure or annoy other lessees
within the Building, nor use or occupy the Premises in violation of any law,
ordinance, government regulation or directive.
As long as LESSEE shall occupy the Premises for the uses
hereinabove set forth, LESSOR agrees that it shall not allow or permit any other
bank, savings and loan association or credit union to occupy any other portion
of the Property, nor shall LESSOR allow any other tenant to provide banking
financial services, such as checking and savings deposit accounts and loan
services, without the prior written consent of LESSEE which may be withheld in
LESSEE's sole and absolute discretion.
10. RENT: All agreed rental shall be paid to LESSOR without any set
off, counterclaim or deduction whatsoever (except as otherwise provided herein)
and shall consist of the following in addition to all other charges set forth in
this LEASE agreement:
(Page 3 of 19)
1. BASE RENTAL WITH ANNUAL CPI INCREASES. For the first year
of the term hereof, the annual Base Rent shall be the base sum of ONE HUNDRED
FIFTY-NINE THOUSAND AND 00/100 DOLLARS ($159,000.00) which the LESSEE hereby
agrees to pay in equal monthly installments over a twelve (12) month period of
THIRTEEN THOUSAND TWO HUNDRED FIFTY AND 00/100 DOLLARS ($13,250.00) per month
plus applicable sales taxes, payable without demand in advance on the first day
of each and every month during such term commencing on the Commencement Date. It
is understood and agreed that the rental, is at the rate of TWENTY AND NO/100
DOLLARS ($20.00) per leasable square foot per year for the first floor Building
space and TWENTY AND NO/100 DOLLARS ($20.00) per leasable square foot per year
for the second floor Building space, together with a lump sum rate of $9,000.00
per year for the drive-through facilities. The annual Base Rent for the first
year of the term, and for the second year of the term as described below, shall
be adjusted on the Commencement Date to reflect the actual square footage of the
Premises based upon the per square foot rates set forth herein. In the event
that the Commencement Date is other than the first day of the month, rental
shall be prorated for the month and paid in advance and the LEASE termination
date shall be extended for the same number of days so that the LEASE terminates
at the end of a calendar month. For the purpose of this LEASE, the end of the
first lease year shall be one year plus the number of days to the end of the
first month of the first lease year if the LEASE Commencement Date is other than
the first of the month.
For the second year of the term hereof, the annual
Base Rent shall be the base sum of ONE HUNDRED EIGHTY-NINE THOUSAND AND 00/100
DOLLARS ($189,000.00) which the LESSEE agrees to pay in equal monthly
installments over a twelve (12) month period of FIFTEEN THOUSAND SEVEN HUNDRED
FIFTY AND 00/100 DOLLARS ($15,750.00) per month plus applicable sales taxes,
payable without demand in advance on the first day of each and every month
during said second lease year. It is understood and agreed that the rental for
the second lease year, is at the rate of TWENTY-FIVE AND 25/100 DOLLARS ($25.25)
per leasable square foot per year for the first floor Building Space, and
TWENTY-ONE AND 50/100 DOLLARS ($21.50) per leasable square foot per year for the
second floor Building Space, together with a lump sum rate of $9,000.00 per year
for the drive-through facilities.
At the end of the second and each succeeding lease
year, during the initial term or any renewal hereof, the annual rent for the
third and each succeeding lease year shall be recalculated by increasing the
annual base rent shown above by the greater of 3% or the "Consumer Price Index
(Revised) - All Urban Consumers (U.S. City Average)" issued by the U.S.
Department of Labor (hereinafter referred to as "Index"). Notwithstanding the
foregoing, in no event shall the annual base rent be increased by more than 6%
over the previous lease year amount. If using the Index, the adjustment will be
made by multiplying the annual base rent by a fraction, whose numerator shall
consist of the most recent Index as of the last day of the lease year then
ending. The denominator used for each such adjustment shall always consist of
the most recent Index as of the Commencement Date. Stated as an algebraic
formula, rent will be adjusted as follows:
(Page 4 of 19)
Adjusted Annual Rent equals (Annual Base Rent)
multiplied by (The Most Recent Index as of the last day of the lease year then
ending) divided by (The most recent Index as of the Commencement Date).
Any publication by either the U.S. Department of
Labor or the U.S. Department of Commerce in which the Index is published will be
admissible in any proceedings to determine the annual rent due, without any
further proof of authenticity. In the event the U.S. Department of Labor shall
cease to prepare and publish such a retail index, then and in such an event the
adjustment of rent shall be made according to the most closely comparable
commodity index as agreed upon by the Lessor and the Lessee; in the absence of
such an agreement, then by arbitration in accordance with the then existing
rules of the American Arbitration Association. In the event of delay in
determining the adjustment in rent, the Lessee shall continue paying the rent it
has been paying until such time as the required adjustment has been made, at
which time an accounting will be made, retroactive to the beginning of such
lease year, and the Lessee will then within fifteen (15) days after demand from
Lessor pay to Lessor any additional rent due it for such period. In addition to
the rent payable, the Lessee shall also pay the applicable sales and use taxes
attributable thereto.
The first scheduled monthly payment of Base Rent and
Additional Rent, (as defined below) shall be paid upon Commencement of the Lease
Term.
2. LATE CHARGE. In the event that any payment is not paid
within FIVE (5) days of the date when due, LESSEE agrees to pay to LESSOR a late
charge equal to five percent (5 %) of the unpaid amount to defray LESSOR's
administrative charges with respect to such late payment. In the event any
payment has not been received within FIFTEEN (15) days of the date when due,
LESSEE shall be in default hereof and LESSOR shall be entitled to immediately
terminate this LEASE by written notice to LESSEE.
3. FAIR REPRESENTATION OF EXPENSES. LESSEE acknowledges and
agrees that the above charges represent a fair and reasonable estimate and
liquidation of LESSOR's expense in the administration of the Office Building
resulting from such incidents, which expense is not contemplated nor included in
any other rental or charge provided to be paid by LESSEE.
4. DEPOSIT. Upon execution of this LEASE, LESSEE shall make a
non-refundable deposit in the sum of TWENTY-FIVE THOUSAND AND 00/100 DOLLARS
($25,000.00) with LESSOR to be applied toward payment of the first month's rent
due hereunder. After applying the first month's rent payment of $13,250.00, the
remaining sum of $11,750.00 shall be retained by LESSOR as a security deposit
against LESSEE's performance of its obligations hereunder. If LESSEE fully
performs each provision of this Lease, the security deposit, or any unused
balance thereof, shall be returned to LESSEE within thirty (30) days following
Lease expiration and LESSEE's vacating the Premises. In the event the
contingency set forth in paragraph 50 is not satisfied, LESSOR shall be entitled
to retain such deposit as liquidated damages.
(Page 5 of 19)
11. ADDITIONAL RENT: The Base Rent and all sales or use taxes imposed
thereon payable to LESSOR are net of all expenses associated with the operation
of the Office Building. Therefore, in addition to Base Rent, LESSEE shall pay
its Pro Rata Share (as herein defined), plus any sales or use taxes assessed
thereon, of the following, all of which shall collectively be referred to as
"Additional Rent":
1. TAXES. Representing the amount of all real and personal
property taxes and assessments levied, imposed or assessed upon the Office
Building taking into account the maximum available discount each year. During
the Lease Term LESSEE shall have the right (at its sole cost and expense) to
protest and appeal any taxes or the values on which they are based, but LESSEE
will inform LESSOR of the institution of any action in connection therewith and
shall from time to time, upon request, update LESSOR on the progress thereof.
LESSOR agrees to assist and cooperate with LESSEE on any such appeal. In the
event LESSEE elects to appeal any taxes or the values on which they are based,
and LESSEE is successful in contesting such appeal, then LESSEE shall receive
its out of pocket costs and expenses in connection with such contest prior to
distribution of any tax savings to other tenants in the Building.
2. INSURANCE. Representing the cost of all fire, extended
coverage, liability, workmen's compensation and other insurance coverage carried
by LESSOR on the Office Building.
3. COMMON AREA MAINTENANCE (CAM). Representing the Office
Building's Operating Costs, as more fully described herein. The term "Operating
Costs" shall mean the total costs and expenses incurred in connection with the
normal administration, operation, preventative and corrective maintenance and
repair of the Office Building, the implementation and costs for which shall be
at the reasonable discretion of LESSOR, and whether paid to employees of LESSOR
or parties engaged by LESSOR, including but not limited to: landscaping,
Building repairs (including but not limited to all system repairs to be
performed by LESSOR pursuant to paragraph 18 hereof; provided same are either
obsolete or cannot be adequately repaired and only to the extent such
replacement item is comparable in kind and quality to the item being repaired,
if available, provided, further, if the item to be replaced is customarily
capitalized, LESSEE'S proportionate share of such cost shall be payable in equal
installments over the useful life of such replaced item or capital improvement
for depreciation purposes according to generally accepted accounting practices),
line painting, landscaping, window cleaning [minimum of TWO (2) times per year],
Building painting, property maintenance allocations, roof cleaning and routine
roof maintenance (including but not limited to the repair of any leaks that may
from time to time exist), bumpering and top coating; lighting fixtures;
electricity; sanitary control; pest control; removal of trash, rubbish, garbage
and other refuse (hereinafter "trash"); rental on machinery or equipment used in
such maintenance; building security, if provided; the cost of personnel to
implement such services (including social security, unemployment and disability
insurance); legal fees (only to the extent attributable to the general operation
and administration of the Building, e.g., legal expenses incurred by LESSOR with
respect to evicting another tenant would not be included in CAM charges); and a
management fee (excluding executive salaries and bonuses). LESSOR may direct
that trash intensive lessees within the Office Building arrange for the use
(Page 6 of 19)
of their own trash receptacle and removal service at lessee's expense, or in the
alternative, LESSOR may assess a surcharge for such lessee's excess trash
collection and removal service. LESSOR may establish a common expense reserve to
accumulate funds to cover the cost of future painting of the Building,
resurfacing, seal coating and striping the parking area (at the end of the Lease
Term, to the extent that any funds contributed by LESSEE remain in such reserve
account, such funds shall be repaid to LESSEE). If any of the aforementioned
maintenance or repairs are made necessary by reason of LESSEE's use and
occupancy of the demised Premises in a manner inconsistent with the reasonable
use and occupancy thereof are permitted hereunder, or the negligence of the
LESSEE, its agents, servants, employees and invitees, or by reason of
alterations made by the LESSEE, then and in any of such events such repairs
shall be made by the LESSEE at LESSEE's own cost and expense. Such costs and
common expense reserve will be paid monthly as indicated, unless LESSOR elects
to xxxx LESSEE every other month or on a quarterly basis. In the event LESSOR's
estimated common expenses are less than the actual common expenses, LESSOR may
demand from LESSEE LESSEE's pro rata share of such difference and LESSEE shall
reimburse LESSOR for such pro rata share charges within thirty (30) days from
receipt of a xxxx and accounting therefore from LESSOR.
Operating Costs shall NOT include any of the
following items: (1) any expenses for which LESSOR receives reimbursement or
should have received reimbursement from any other source such as, but not
limited to, insurance proceeds and payments required to be made by other
tenants, to the extent such reimbursement is received or should have been
received, (2) any ground rents or interest or amortization on mortgages, (3) any
leasing and advertising expenses, (4) costs due to the wrongful acts or
omissions of LESSOR, and (5) depreciation of the Office Building.
Common Areas as used herein shall refer to all areas
designated by LESSOR as the areas, spaces and improvements in the Office
Building which LESSOR makes available from time to time for the common use and
benefit of the tenants and occupants of the Office Building, including without
limitation on-site parking areas, roads, walkways, promenades, sidewalks, open
and covered courts and malls, if any, landscaped and planted areas, if any, and
public restrooms, if any.
4. OTHER ADDITIONAL RENT. Representing all other sums of money
or charges required to be paid by LESSEE under "other additional rent", which
shall include but not be limited to: administrative fees, late submission fees,
service charges, attorney's fees incurred by LESSOR to enforce the provisions of
this LEASE, or interest charges on past due payments, all of which shall be
payable as Additional Rent within the next installment of Base Rent.
5. LESSEE'S PRO RATA SHARE. LESSEE'S Pro Rata Share is
FIFTY-FIVE AND SIX TENTHS PERCENT (55.6%) determined by dividing the leasable
square footage of the Premises by the total leasable area of the Office
Building.
6. DRIVE-THROUGH LANES AND ATM. Notwithstanding anything to
the contrary set forth herein, LESSEE shall pay 100% of all CAM and additional
rent associated with the ATM and drive-through facilities.
(Page 7 of 19)
12. PAYMENT OF ADDITIONAL RENT: LESSEE shall pay LESSOR, on a monthly
basis, in addition to Base Rent, the monthly installment of estimated Additional
Rent as set forth by LESSOR. By March I of each LEASE year, LESSOR shall deliver
to LESSEE a statement of the actual Additional Rent payable by LESSEE for the
prior year. Any further Additional Rent amount due to LESSOR shall be paid by
LESSEE, without prejudice to any written exception, within thirty (30) days
following LESSOR's delivery of said statement. If the total Additional Rent
payment received by LESSOR is greater than the actual Additional Rent due for
the same period, LESSEE shall receive a credit in the amount of the overpayment
against the next required payment of Additional Rent. Should a credit be due
LESSEE at the termination of this LEASE, LESSOR shall remit payment to LESSEE
within THIRTY (30) days of the LEASE termination date. It is estimated that the
initial monthly contribution to be paid by LESSEE for the payment of Additional
Rent shall be TWO THOUSAND ONE HUNDRED EIGHTY-SEVEN AND 50/100 DOLLARS
($2,187.50) (plus any applicable sales tax) per month based on $3.50 per square
foot and 7,500 square feet of leasable area. This sum shall be adjusted on the
Commencement Date based upon LESSEE'S Pro Rata Share and the actual square
footage of the Premises.
LESSEE shall have the right to examine LESSOR's books and
records relating to the operation and maintenance of the Building during normal
business hours to verify LESSOR'S annual statement of actual Additional Rent
payable by LESSEE. The annual statement shall be certified as accurate by an
officer of LESSOR and shall be prepared in accordance with good and sound
accounting practices as consistently applied in the industry. In the event
LESSEE elects to examine LESSOR's books and records and LESSEE discovers an
error resulting in a decrease of at least three percent (3.0%) of the amount of
Additional Rent charged to LESSEE during the annual period covered by LESSOR's
statement, then LESSOR shall reimburse the reasonable out of pocket costs and
expenses incurred by LESSEE in connection with LESSEE's review plus
reimbursement of the overcharges with interest at the then existing prime rate
plus one percent (1.0%). Similarly, in the event LESSEE's review of LESSOR'S
books and records reveals less than a three percent (3.0%) error, LESSEE shall
reimburse LESSOR for LESSOR'S reasonable out-of-pocket expenses incurred as a
result of LESSEE'S review.
13. PRORATION: If the first day of the LEASE commences on any day other
than the first day of a month, or if this LEASE ends on any day other than the
last day of a month, any payment due LESSOR by reason of any Base Rent or
Additional Rent shall be justly and fairly prorated.
14. USE OF COMMON AREAS: The use and occupancy by LESSEE of the
Premises shall include the use in common with others entitled to the use of the
common areas, employee parking areas, service roads, loading facilities,
sidewalks and visitor parking areas within the Office Building (collectively
referred to as the "Common Areas").
15. SIGNS: Subject to LESSOR'S prior approval, which shall not be
unreasonably withheld or delayed, LESSEE shall be permitted to install
appropriate signs, logos, etc., on LESSEE'S entrance doors, in the elevator
lobby of LESSEE's floor, in the ground floor lobby
(Page 8 of 19)
and entrance foyer area, and will also have the right to install its signage
upon the exterior of the Building throughout the Lease Term. All such signs of
LESSEE shall be maintained in a good and safe condition and appearance at
LESSEE's expense and LESSEE shall repair any damage to the Premises or Building
resulting from the erection, maintenance or removal of said signs by LESSEE.
Subject to LESSOR'S reasonable prior written approval, LESSEE may erect a
"Marquee" sign on Vanderbilt Beach Road for LESSEE's sole and exclusive use. The
cost of erecting such sign, including the cost of obtaining all necessary
approvals, permits or consents, shall be the sole responsibility of LESSEE. The
cost of maintaining such Marquee sign, including the cost of placing LESSEE's
name thereon, shall be borne by LESSEE.
16. IMPROVEMENTS AND ALTERATIONS OF OFFICE BUILDING AND COMMON AREAS:
Except for the drive through teller and ATM lanes, the Common Areas are the
private property of LESSOR and are at all times subject to the control of
LESSOR. LESSOR may increase, reduce or change the number, dimensions or location
of the walks and parking areas that LESSOR deems proper in its sole discretion,
and LESSOR shall have the right to make alterations to the Office Building as
long as such alterations are in full compliance with all applicable laws and
ordinances and do not materially and adversely affect LESSEE'S use and occupancy
of the Premises specifically including the LESSEE's drive through and ATM
facility. LESSOR shall provide notice to LESSEE prior to implementing any such
changes.
17. IMPROVEMENTS AND ALTERATIONS OF PREMISES BY LESSEE: LESSEE, upon
obtaining the prior written consent of LESSOR (other than as set forth in
paragraph 5 above), which consent shall not be unreasonable withheld or delayed
by LESSOR, may make improvements or alterations to the Premises as LESSEE may
from time to time deem necessary or desirable, provided however, LESSEE shall
not have the right to make any improvements or alterations that affect the
structure, or outward appearance of the Office Building. At least ten (10) days
prior to the commencement of such work, LESSEE shall submit to LESSOR complete
plans and specifications for such work. Any improvements or alterations made to
the Premises by LESSEE shall be in compliance with all insurance requirements,
and all laws, codes, rules, regulations and ordinances of governmental
authorities. All such improvements by LESSEE shall be deemed the property of
LESSEE during the Lease Term, but upon the expiration or sooner termination of
this LEASE, become the property of LESSOR unless agreed to be LESSEE'S property
at the time such plans and specifications were approved by LESSOR as elsewhere
provided for herein.
18. REPAIRS: LESSOR agrees to keep and maintain the Building as a first
class office building, in good order and repair. Without limiting the foregoing,
LESSOR will keep in good order and repair, and maintain and replace as needed
(the entire cost of which shall be included in CAM charges): all fixtures
serving, but not located within the perimeter of, the Premises, including but
not limited to, water, plumbing, sewer, HVAC, fire/life safety, electrical and
sprinkler systems. If any such maintenance and repairs are caused in part or in
whole by the act, neglect, fault or omission of duty by LESSEE, its agents,
servants, employees or invitees, LESSEE shall pay to LESSOR the actual cost of
such maintenance and repairs. LESSEE shall at once report in writing to LESSOR
any known defective or damaged condition of the Premises
(Page 9 of 19)
which LESSOR is required to repair pursuant to this Paragraph and LESSEE's
failure to report to LESSOR any such condition or defect shall make LESSEE
responsible to LESSOR for any liabilities, costs, expenses, and attorneys' fees
incurred by LESSOR as a result of such defect or damage. LESSOR shall not be
obligated to commence non-emergency repairs or to perform routine maintenance of
the Premises for a period not to exceed ten (10) days following written notice
to LESSOR of the need for such repair or maintenance. Emergency repairs shall be
commenced as quickly as is reasonably practicable (for purposes of this LEASE,
repairs involving the air conditioning system shall be deemed to be emergency
repairs). There shall be an abatement of rent after five (5) days of non-use of
the Premises, but no other liability of any nature of LESSOR by reason of any
injury to or interference with LESSEE's business arising from the making of any
repairs, alterations or improvements in or to any portion of the Office Building
or the Premises, or in or to fixtures and equipment therein.
LESSEE will, at its own cost and expense, keep and maintain
the Premises and every part thereof in good order and repair except those
portions of the Premises to be repaired by LESSOR expressly hereunder. LESSEE
shall return the Premises to LESSOR at the expiration or sooner termination of
this LEASE in as good condition and repair as when first received, reasonable
wear and tear and casualty excepted. All damage or injury to the Office
Building, Premises, the Common Areas, or the equipment serving same, caused by
or resulting from LESSEE's misuse, or the act or negligence of LESSEE, its
agents, employees, licensees, invitees or visitors shall be promptly reported to
LESSOR and repaired by LESSOR at the sole cost and expense of LESSEE and LESSEE
hereby agrees to pay such amounts on demand as Additional Rent.
LESSEE shall keep in good order and repair at LESSEE'S sole
cost and expense, that portion of the water, plumbing, sewer, electrical and
sprinkler systems located within the perimeter of the Premises. LESSOR shall
assign to LESSEE any and all warranties applicable to such items.
19. UTILITIES/HVAC REPLACEMENT AND REPAIR: LESSEE agrees to
maintain interior lighting and air-conditioning equipment exclusively serving
LESSEE's Premises (including but not limited to the routine replacement of
filters and cleaning of drip pans) and to pay all costs of replacement of lamps,
tubes, ballasts, starters, transformers. The LESSEE shall be responsible for
maintaining compressors, condensers and air handlers relating to the air
conditioning equipment, but the cost of full replacement of such items shall be
paid by LESSOR. LESSEE will pay all utility expenses of the Premises which are
separately metered and any unmetered common area utilities will be included in
reimbursable costs of LESSOR for common expenses as elsewhere set forth herein.
If LESSEE'S use of the Premises shall require additional
utility facilities, the same shall be installed only after obtaining LESSOR's
written approval, and such costs shall be at LESSEE'S sole expense and in
accordance with plans and specifications approved in writing by LESSOR. If
LESSEE'S use or occupancy of the Premises results in an increase to LESSOR of
any utility expense, or connection or user fees, or charges for increased usage
or capacity, or
(Page 10 of 19)
assessments of any kind whatsoever, LESSEE shall pay the entire amount thereof
within fifteen (15) days of LESSOR's written statement for same. Except for
LESSOR'S negligent acts, LESSOR shall not be liable for any interruption or
failure in the supply of utilities to the Premises. LESSOR and LESSEE shall
agree as to LESSEE'S specific electrical and other utility requirements in the
Plans and Specifications.
20. RUBBISH REMOVAL: LESSEE shall maintain the interior of the Premises
in a clean condition, shall routinely remove all trash and refuse therefrom, and
shall provide janitorial service for the interior of the Premises at LESSEE'S
sole cost and expense. Trash and refuse removal from the Building site shall be
arranged for by LESSOR and shall be paid for by LESSEE as part of the common
area maintenance charges as Additional Rent.
21. SIDEWALKS: Except with respect to the automated teller machine
("ATM") and drive-in teller facility set forth in the Plans and Specifications,
LESSEE shall neither encumber nor obstruct the sidewalks adjoining the Premises
nor allow the same to be obstructed or encumbered in any manner. LESSEE shall
not place, nor cause to be placed, any merchandise, signs, vending machines or
anything else on the sidewalk or exterior of the Premises without the prior
written consent of LESSOR, which may be withheld in its sole discretion.
22. INSURANCE: LESSEE shall carry at its own expense Comprehensive
General Public Liability (to include Bodily Injury) and Property Damage
insurance with combined single limits of not less than $1,000,000.00 with
insurance companies authorized to do business in Florida and satisfactory to
LESSOR (an insurance company with BEST'S KEY RATING GUIDE: PROPERTY - CASUALTY
of not less than "A" shall be deemed satisfactory to LESSOR), insuring LESSOR
and LESSEE against any liability arising out of the use, occupancy or
maintenance of the Premises. The insurance policy or policies shall contain
provisions prohibiting the modification or cancellation of insurance without at
least FIFTEEN (15) days prior written notice to LESSOR. LESSEE shall deliver
said policies or certificates thereof to LESSOR prior to LESSEE'S occupancy of
the Premises, and thereafter, renewal policies or certificates shall be
delivered to LESSOR not less than FIFTEEN (15) days prior to expiration. The
limit of any such insurance shall not limit the liability of LESSEE hereunder.
LESSEE may provide this insurance under a blanket policy provided said insurance
shall have a LESSOR's protective liability endorsement attached thereto. The
failure of LESSEE to effect said insurance in the names herein called for, or to
pay the premiums required, or to deliver said policies or certificates to LESSOR
shall be a material Default under this LEASE.
LESSOR shall maintain Building replacement insurance;
comprehensive and hazard insurance to include windstorm coverage; flood
insurance to the extent available and applicable; and public liability insurance
in an amount of not less than $10,000,000.00. The cost of such insurance shall
be an item of Additional Rent as set forth in Paragraph
23. PERSONAL PROPERTY INSURANCE: LESSEE shall be solely responsible for
securing and maintaining any insurance on LESSEE'S stock, trade fixtures,
equipment or other personal property located in the Premises, and LESSOR shall
not have any obligation to
(Page 11 of 19)
repair or replace same unless such damage is caused by the negligence of LESSOR,
its employees, agents or servants.
24. DAMAGE OR DESTRUCTION: If the Premises are damaged by insured
casualty and insurance proceeds have been made available to LESSOR, said damage
shall be repaired by LESSOR, to the extent of such available insurance proceeds,
provided such repairs can be made in total from said insurance proceeds within
one hundred eighty (180) days after the occurrence of the casualty, and without
the payment of overtime or other premiums. Until such repairs are completed,
Base Rent and Additional Rent shall be abated in proportion to that part of the
Premises unusable by LESSEE. If the damage is due to the fault or neglect of
LESSEE, or its employees, contractors, agents or invitees, there shall be no
abatement of Base Rent, Additional Rent or any other financial obligations of
LESSEE hereunder. Should the Premises be damaged as a result of any cause not
covered by insurance, or if repairs cannot be completed within one hundred
eighty (180) days following the casualty date, LESSOR and LESSEE shall each have
the option to terminate this LEASE as of the casualty date, such notice of
election to be made within sixty (60) days of the casualty date. In the event
neither LESSOR nor LESSEE elects to terminate the LEASE, Base Rent and
Additional Rent shall be abated from the date of such casualty until such
Building repairs are completed, unless the casualty was due to the fault or
neglect of LESSEE, its employees, contractors, agents or invitees.
Notwithstanding the foregoing, in the event of a disaster or
other event rendering the Premises temporarily unusable, LESSOR shall fully
cooperate with LESSEE in implementing any "business recovery plan" imposed on
LESSEE under federal banking regulations. By way of example and not of
limitation, LESSOR will reasonably cooperate with LESSEE (although all shall be
at LESSEE'S sole expense): (i) in the placement of any temporary banking
facility to be located elsewhere in any available useable vacant space within
the Building or to be located external to the Building on a portion of the
parking lot or other Building common area; and (ii) to coordinate the supply of
electrical power to such temporary banking facility including allowing the
placement of any necessary auxiliary power unit(s) and the modification of
Building electrical connectors to allow electrical service to be supplied to
such temporary banking facility.
25. CONDEMNATION: If the entire Premises shall be taken under power of
eminent domain, this LEASE shall automatically terminate as of the date of such
taking. LESSEE hereby assigns to LESSOR any award which may be made in such
taking provided however, nothing contained herein shall be deemed to give LESSOR
any interest in nor require LESSEE to assign to LESSOR any award made for the
taking of LESSEE's personal property nor for the interruption of, or damage to,
LESSEE's business including LESSEE'S relocation expenses.
26. ASSIGNMENT AND SUBLETTING: Unless LESSEE receives prior approval in
writing from LESSOR, which consent may be withheld in LESSOR'S reasonable
discretion, LESSEE shall not sell or assign this LEASE or sublet the Premises,
and such an event contrary to the provisions of this Paragraph shall constitute
a Default under this LEASE; provided, LESSOR'S prior written approval shall not
be required if such purchaser, assignee or subtenant continues to use the
Premises in a manner permitted by and consistent with uses permitted under
(Page 12 of 19)
Paragraph 9 hereinabove and such purchaser, assignee or sub-tenant is an
affiliate of LESSEE or a related corporation or entity formed by LESSEE for the
purpose of conducting banking operations. Any assignment approval of this LEASE
by LESSOR shall be conditioned on the ASSIGNEE'S assumption of payment
responsibility for Base Rent, Additional Rent, and other charges as defined in
this LEASE. Further, as long as the use of the Premises remains unchanged,
LESSOR'S consent shall not be required for LESSEE to assign (or sublease, in
whole or in part) the LEASE to a corporate affiliate or related entity of LESSEE
or successor in interest by sale of the assets of LESSEE or due to a corporate
or other merger. Notwithstanding anything above to the contrary, any permitted
sublease (in whole or in part) shall not relieve LESSEE of its monetary and
other obligations hereunder. LESSOR shall be free to assign this Lease.
27. DEFAULT:
1. MONETARY DEFAULT. If LESSEE does not timely pay any or all
of the Base Rent, Additional Rent or any of the other monetary obligations
required by this LEASE within fifteen (15) days of the date when due hereunder,
then LESSEE shall be in default hereunder.
2. NON-MONETARY DEFAULTS. If LESSEE fails to perform any of
the other, non-monetary covenants, duties, agreements, undertakings or terms of
this LEASE, LESSOR shall give LESSEE thirty (30) days written notice to cure the
same or to commence to cure the same and diligently prosecute to completion if
the same cannot be cured within a thirty (30) day period. If LESSEE does not
cure the breach or begin to take such steps and institute and diligently
prosecute to completion such proceedings as will cure such breach (if same
cannot be cured) within thirty (30) days after LESSOR gives notice, then LESSEE
shall be in default hereunder.
28. LESSOR'S DEFAULT REMEDIES:
If LESSEE is in default hereunder beyond the expiration of any
applicable grace period and fails to cure said default as provided above, LESSOR
may do one or more of the following at its sole option and without limiting any
other right or remedy to which LESSOR may be entitled:
1. continue to hold LESSEE liable for all rent and any other
monies due LESSOR under the LEASE, without taking possession of the Premises, in
which event, LESSOR has the option to periodically xxx LESSEE for past rent due
without waiving any right to xxx for future rent;
2. cancel and terminate the LEASE, as well as all of the
right, title, possession and interest of LESSEE hereunder, and evict LESSEE by
Court order as provided by Florida law, without waiving LESSOR's right to
payment of any amounts due LESSOR hereunder. In the event of such eviction,
LESSEE shall immediately relinquish possession of the Premises to LESSOR.
(Page 13 of 19)
3. reenter and repossess the Premises with LESSEE remaining
liable to LESSOR for all sums and charges provided herein for the remainder of
the Lease Term. LESSOR, at its sole option, may relet the Premises and reduce
the amounts due to LESSOR from LESSEE hereunder after first receiving credit for
all costs incurred by LESSOR in connection with such reletting of the Premises;
and/or
4. pursue any other action at law or equity available to
LESSOR.
29. BANKRUPTCY: Neither this LEASE, nor any interest herein, nor any
estate hereby created shall pass to any trustees or receiver or assignee for the
benefit of creditors or otherwise by operation of law. If the estate created
hereby shall be taken or attempted to be taken in execution or by other process
of law, or if LESSEE shall be adjudicated insolvent or bankrupt pursuant to the
provisions of any state or federal insolvency or bankruptcy act, or if a
receiver or trustee of the property of LESSEE shall be appointed by reason of
LESSEE'S insolvency or inability to pay its debts, or if any assignment shall be
made or attempted to be made by LESSEE'S property for the benefit of creditors,
then and in any such event, at the sole discretion of LESSOR, LESSEE shall be in
immediate default under this LEASE. The allowance of any petition under the
bankruptcy law, or the appointment of a trustee or receiver of LESSEE or its
assets shall be conclusive evidence that LESSEE caused, or gave cause therefore,
in violation of this LEASE, unless such allowance of the petition, or the
appointment of a trustee or receiver, is vacated within sixty (60) days after
such allowance or appointment. Any act described in this section shall be deemed
a material breach of LESSEE'S obligations hereunder, and at any time when such a
breach exists, LESSOR may, at its sole option, and in addition to and
independent of, any remedy available to LESSOR, immediately terminate this LEASE
and all rights of LESSEE hereunder by giving to LESSEE notice in writing of the
election of LESSOR so to terminate, and re-enter and repossess the Premises with
or without prior notice. Should LESSOR elect not to terminate this LEASE in
accordance herein, LESSOR shall be entitled to recover the maximum award
permitted for any damages or losses which are suffered from such an event.
30. RIGHTS AND REMEDIES: The various rights and remedies herein granted
may be exercised concurrently, and shall be cumulative and in addition to any
others the parties hereto may be entitled to by law, and the exercise of one or
more rights or remedies shall not impair such party's right to exercise any
other right or remedy. The failure or forbearance of either party to enforce any
right or remedy in connection with any Default shall not be deemed a waiver of
such Default nor a consent to a continuation thereof, nor waiver of the same
Default at any subsequent date. Any waiver of rights by either party must be in
writing and shall apply only to that written waiver and shall not have general
or prospective application.
31. ACCESS BY LESSOR: Upon prior notice given to LESSEE, LESSOR and its
agents shall have the right to enter the Premises during LESSEE'S normal
business hours for the purpose of showing the Premises to prospective purchasers
or to other lessees; provided, however, showings to prospective lessees shall
only be authorized during the last twelve months of the Lease Term only. LESSOR
may enter the Premises whenever necessary, and without notice, in
(Page 14 of 19)
the event of an emergency. Notwithstanding the foregoing, LESSOR shall not be
permitted to enter into any part of the Premises where monies, securities,
confidential data or valuables are kept at any time, unless accompanied by a
representative of LESSEE, and LESSEE hereby agrees to furnish such
representative promptly upon request.
32. SURRENDER OF PREMISES: At the expiration or termination of this
LEASE, LESSEE shall surrender the Premises to LESSOR in as good a condition and
repair as reasonable and proper, ordinary wear and tear excepted. Except in the
case of termination of the LEASE and eviction of LESSEE by court order, LESSEE
shall have the right at the end of this LEASE to remove any readily moveable
equipment, furniture, trade fixtures or other personal property placed in the
Premises by LESSEE provided, LESSEE promptly repairs any damage to the Premises,
or the Office Building, caused by such removal. Any liability of LESSEE
hereunder shall survive the expiration or termination of this LEASE. If LESSEE
fails to remove any property belonging to it which LESSEE is required to remove
pursuant to the terms of paragraph 5 hereof within ten (10) business days of
LESSOR's written notice to remove such property, or by any date established by a
court order directing such removal, all such property shall be deemed abandoned
by LESSEE and shall become the property of LESSOR. However, LESSEE shall remain
liable to LESSOR for any costs and expenses associated with LESSOR's
transportation and removal of said personal property from the Premises.
33. NOTICES: Any Notice required to be given hereunder, including
copies thereof which are to be concurrently transmitted to such parties as
LESSOR or LESSEE may designate from time to time, shall be in writing, and may
be given by personal delivery, facsimile transmission, or by United States
certified mail, and if given by mail and properly addressed, shall be deemed
sufficiently given three (3) days following the date transmitted by registered
or certified mail, postage prepaid, return receipt requested. Until notified to
the contrary, LESSOR shall send all Notices to LESSEE at the address set forth
on page 1 hereof, and LESSEE shall send all Notices to LESSOR at the address set
forth on page 1 hereof.
34. ATTORNEY'S FEES: If any legal matter, dispute, action or proceeding
exists or is commenced to enforce this LEASE, the non-prevailing party shall be
liable for and shall pay the expense of the prevailing party's attorney's fees
and court costs as established by court order. If either party hereto without
fault is made a party to any litigation instituted by or against any other party
to this LEASE, such other parties shall indemnify and hold harmless the other
party, as the case may be, against all costs and expenses, including reasonable
attorney's fees incurred in connection therewith. "Attorney's fees" as referred
to in this LEASE, shall include, but not be limited to, fees incurred by LESSOR
after an occurrence of a monetary or nonmonetary Default, or after the
recognition of an issue by LESSOR deemed significant enough, in the exclusive
judgment of LESSOR, to be the basis of any legal action, whether or not such
action is commenced, that seeks any type of relief or declaratory judgment,
which shall include fees and expenses of its attorneys for all legal services,
negotiation services and collection services through trial and appeal, and such
fees shall be payable by LESSEE as Additional Rent.
(Page 15 of 19)
35. TIME OF ESSENCE: Time is of the essence with respect to the
performance of each of LESSEE'S covenants of this LEASE.
36. HOLDING OVER: Should LESSEE continue in occupancy of the Premises
after expiration of this LEASE, LESSEE shall become a tenant from month to month
upon each and all of the terms herein provided, and any such holding over shall
not constitute a renewal or extension of this LEASE. During such holding over,
LESSEE shall pay, at LESSOR'S sole discretion, Base Rent at one hundred fifty
percent (150%) of the monthly amount which was payable by LESSEE immediately
prior to the hold over occurrence.
37. PARTIAL INVALIDITY: Any provision of this LEASE which shall be held
to be invalid, void or illegal shall in no way affect, impair or invalidate any
other provision hereof, and such other provisions shall remain in full force and
effect.
38. BROKERS: LESSEE warrants and represents that it has negotiated this
LEASE directly with LESSOR and has not authorized or employed or acted by
implication to authorize or to employ any other real estate broker or salesman
to act for LESSEE in connection with this LEASE. LESSEE shall hold LESSOR
harmless from and indemnify and defend LESSOR against any and all claims by any
real estate broker or salesman, other than brokers dealt with by LESSOR, if any,
and LESSOR shall indemnify and hold LESSEE harmless against any and all claims
by any real estate broker or salesman, other than brokers dealt with by LESSEE,
for a commission or finder's fee as a result of LESSEE entering into this LEASE.
LESSOR shall be responsible for payment of all brokerage commissions incurred as
a result of brokers retained by LESSOR in connection with the negotiation of
this LEASE.
39. WAIVER: LESSOR's failure to insist upon a strict performance of any
of the agreements, terms, covenants or conditions hereof shall not be deemed a
waiver of any rights or remedies that LESSOR may have and shall not be deemed a
waiver of any subsequent breach or default of any agreements, terms, covenants
and conditions of this LEASE.
40. SUCCESSORS AND ASSIGNS: Except as otherwise provided in this LEASE,
all of the covenants, conditions and provisions of this LEASE shall be binding
upon and shall inure to the parties' representatives, successors, and assigns.
41. HEADINGS OF LESSOR AND LESSEE: The article and paragraph captions
contained in this LEASE are for convenience only and do not in any way limit or
amplify any term or provision hereof. The terms "LESSOR" and "LESSEE" as used
herein shall include the plural as well as the singular, and the neuter shall
include the masculine and feminine genders.
42. NO ESTATE BY LESSEE: This LEASE shall only create a relationship of
landlord and tenant between LESSOR and LESSEE. LESSEE has only a right of use
for the Premises, not subject to levy or sale, and not assignable by LESSEE
except as expressly provided herein.
(Page 16 of 19)
43. ENTIRE AGREEMENT: LESSEE and LESSOR each acknowledge that it has
read this entire LEASE, evidencing same by the initialing all LEASE pages, and
each party hereto understands and agrees to all of the terms and conditions
contained herein. LESSOR and LESSEE further acknowledge that the preparation of
this LEASE has been a joint effort of each party, and the resulting document
shall not, solely as a matter of judicial construction, be construed more
severely against one party over the other. This LEASE, and any attached exhibits
and/or addendums hereto, shall constitute the entire agreement between LESSOR
and LESSEE, and no prior agreement or understanding shall be effective. No
provision of this LEASE may be amended except by written agreement signed by
LESSOR and LESSEE or their respective successors in interest.
44. GOVERNING LAW: This LEASE shall be construed, interpreted and
governed by and in accordance with the laws of the State of Florida. Any legal
proceedings with respect to this LEASE shall be instituted in the Circuit Court
of Xxxxxxx County, and LESSEE submits itself to the jurisdiction and venue of
this court.
45. RADON GAS: Radon is a naturally occurring radioactive gas that when
it has accumulated in a building in sufficient quantities, may present health
risk to persons who are exposed to it over time. Levels of radon that exceed
Federal and State guidelines have been found in buildings in Florida. Additional
information regarding radon and radon testing may be obtained from the county
public health unit. This notice is given pursuant to 404.056(8) of the Florida
Statutes.
46. LIMITED LIABILITY: LESSOR, its officers, directors, partners,
employees, principals and agents, shall not be liable for injury to LESSEE'S
business or any loss of income therefrom or from damage to LESSEE'S inventory,
equipment or any other property of LESSEE, or LESSEE'S officers, directors,
employees, invitees, customers, patrons or any other persons in or about the
Premises from any cause whatsoever, whether said damage or injury results from
conditions arising upon the Premises or upon other portions of the Building, or
from other sources or places, and regardless of the cause of such damage or
injury, except where such injury or damage is caused by or due to LESSOR'S
intentional misconduct or negligence, or that of its officers, directors,
partners, employees, principals or agents. All property of LESSEE kept or stored
on the Premises shall be so kept or stored at the sole risk of LESSEE and LESSEE
shall hold LESSOR harmless from any claims arising out of damage to the same.
LESSOR shall not be liable for any damages arising from any act or neglect of
any other lessee within the Building.
47. INDEMNIFICATION: LESSEE shall defend, indemnify and hold LESSOR,
its officers, directors, partners, employees, principals and agents harmless
against and from any and all claims, expenses or other liabilities arising from
LESSEE'S use of the Premises, Building and Common Areas, or from the conduct of
its business, or from any activity or work done, permitted or suffered in or
about the Premises, Building, or Common Areas unless the same shall be caused by
or due to LESSOR's intentional misconduct or negligence, or that of its
officers, directors, partners, employees, principals or agents, and LESSEE shall
further indemnify and hold said parties harmless against and from any and all
claims arising from any default in the performance
(Page 17 of 19)
of the LEASE by LESSEE or from any act of LESSEE, its officers, agents,
employees, guests, customers or invitees. If any action or proceeding is brought
against LESSOR by reason of any of the foregoing, LESSEE, upon notice from
LESSOR, shall defend the same at LESSEE'S expense by counsel satisfactory to
LESSOR. LESSEE shall also give prompt notice to LESSOR in case of casualty or
accidents in or about the Premises.
48. CONSENTS AND/OR APPROVALS: Unless otherwise specified herein, to
the extent either party hereto is required to give its consent or approval, such
consent or approval shall not be unreasonably withheld. In the event no time is
specified for the giving of such consent or approval, such consent or approval
shall be given within a reasonable period of time.
49. CONTINGENCY FOR REGULATORY APPROVAL(S): The obligations of LESSEE
hereunder are expressly contingent upon LESSEE obtaining all required regulatory
and administrative approvals, and required capitalization, including but not
limited to approval from the Federal Deposit Insurance Corporation for insurance
of customer deposits, necessary for the commencement of banking operations at
the Premises. In the event the foregoing approvals are not received by December
31, 1998, LESSEE shall have the right to terminate this LEASE and LESSEE shall
not be liable to LESSOR for any sums otherwise due hereunder (other than the
Deposit described in paragraph 10d. above).
50. RIGHT OF FIRST REFUSAL: LESSEE shall have the right of first
refusal to lease any additional space which may subsequently become available
within the Building. This right shall be exercisable in writing by LESSEE within
fifteen (15) days of LESSOR's notice that LESSOR has a bona fide tenant for the
space. With respect to any additional space leased by LESSEE in accordance with
this paragraph, the rent payable shall be the greater of the rent that would be
paid under the proposed lease with the bona fide tenant, or the same terms as
the rent then payable by LESSEE for the Premises, and in any event shall
commence THIRTY (30) days after the date LESSEE gives notice hereunder. Any such
additional space leased under the provisions of this paragraph shall be on an
"AS-IS" basis and with no tenant allowance except as may otherwise be agreed to
by LESSOR and LESSEE. The foregoing right of first refusal shall automatically
expire and be of no further force and effect upon LESSOR entering into a lease
with such bona fide tenant on terms and conditions substantially the same as
offered to LESSEE. In the event the proposed tenant fails to enter into such a
lease arrangement with LESSOR, or upon expiration of such tenant's lease term,
the foregoing right of first refusal shall again be in effect.
51. FDIC REQUIREMENTS. Notwithstanding any other provisions contained
in this LEASE, in the event (a) LESSEE or its successors or assignees shall
become insolvent or bankrupt, or if it or their interests under this LEASE shall
be levied on or sold under execution or by other legal process, or (b) the
depository supervisory authority ("Authority"), LESSOR may, in either such
event, terminate this LEASE only with the 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 LESSOR for
rent, damages, or indemnity for injury resulting from the termination,
rejection, or abandonment of the unexpired LEASE shall
(Page 18 of 19)
by law in no event be in an amount equal to all accrued and unpaid rent to the
date of termination.
52. ESTOPPEL CERTIFICATE. At any time, and from time to time, upon the
written request of LESSOR or any mortgagee, LESSEE, within ten (10) days of the
date of such written request, agrees to execute and deliver to LESSOR and/or
such mortgagee, without charge and in a form reasonably satisfactory to LESSOR
and/or said mortgagee, a written statement: (a) ratifying this Lease; (b)
confirming the commencement and expiration dates of the term of this Lease; (c)
certifying the LESSEE is in occupancy of the Premises, and that this Lease is in
full force and effect and has not been modified, assigned, supplemented or
amended, except by such writings as shall be stated; (d) certifying that all
conditions and agreements under this Lease to be satisfied and performed have
been satisfied and performed, except as shall be stated; (e) certifying that
LESSOR is not in default under this Lease by LESSOR, or stating the defaults
and/or defenses claimed by LESSEE, except as shall be stated; (f) reciting the
amount of advance Rent or other charges, if any, paid by LESSEE and the date to
which rental has been paid; (g) reciting the amount of security deposited with
LESSOR, if any, and (h) any other information which LESSOR or the mortgagees
shall reasonably require.
IN WITNESS WHEREOF, the parties hereto have signed and sealed this
LEASE as of the day and year first above written.
Witnesses as to LESSOR LESSOR:
(2 REQUIRED) WRIDELL DEVELOPMENT CORPORATION,
INC., a Florida corporation
By:
----------------------------- ------------------------------
Witness #1 W. Xxxxxxxx Xxxxx
Its: President
-----------------------------
Witness #2
Witnesses as to LESSEE LESSEE:
(2 REQUIRED) MARINE BANCSHARES INCORPORATED, a
Florida corporation
By:
----------------------------- -------------------------------
Witness #1 Xxxxxxx Xxxxx
Its: President
-----------------------------
Witness #2
(Page 19 of 19)
ASSIGNMENT OF LEASES
THIS ASSIGNMENT OF LEASES is made as this 14th day of July, 1998, by
WRIDELL DEVELOPMENT CORPORATION, INC., a Florida corporation (the "Assignor"),
to GULF COAST COMMERCIAL CORPORATION, a Florida corporation (the "Assignee");
W I T N E S S E T H:
WHEREAS, pursuant to that certain Assignment of Contract between
Assignor and Assignee dated July 7, 1998, the Assignor has assigned to Assignee
that certain Agreement for Sale and Purchase of Property, dated April 24, 1998,
by and between Assignor, as Buyer, and Pelican Bay Developments III, Inc., a
Florida corporation, as Seller; and
WHEREAS, in conjunction with the Assignment of Contract, Assignor is to
assign to Assignee two fully executed leases between Assignor, as Lessor, and
Xxxxxx Xxxxx & Co. and Marine Bancshares Incorporated, as Lessees (the
"Leases"); and
WHEREAS, the Leases have been fully executed, with the exception that AK
Holding Corporation, a Florida corporation, has replaced Xxxxxx Xxxxx & Co. as
the applicable lessee, as the reference to Xxxxxx Xxxxx & Co. was in error in
both the prior Lease drafts and the Assignment of Contract; and
WHEREAS, Assignor wishes to assign the Leases to Assignee, and Assignee
wishes to accept the assignment thereof.
NOW, THEREFORE, for the sum of Ten and 00/100 Dollars ($10.00) and other
good and valuable considerations, the receipt of which is hereby acknowledged by
the Assignor, the Assignor does hereby transfer, assign and deliver unto the
Assignee, all of the right, title and interest of the Assignor in and to (i) the
Leases, together with any renewals or extensions thereof; and (ii) all rents and
other payments of every kind due or payable and to become due or payable to the
Assignor by virtue of the Leases. By acceptance of the Assignment and the terms
contained therein, Assignee assumes and agrees to perform all of the obligations
of the Lessor under the Leases.
IN WITNESS WHEREOF, Assignor has caused these presents to be executed on
the day and year first above written.
Witnesses: Assignor:
WRIDELL DEVELOPMENT CORPORATION, INC.
/S/ XXXX XXXXXXX By: /S/ W. XXXXXXXX XXXXX
-------------------------------- --------------------------------
Name: Xxxx Xxxxxxx W. Xxxxxxxx Xxxxx, its President
/S/ XXXXX XXXXXX
--------------------------------
Name: Xxxxx Xxxxxx
