EXHIBIT 10.9
GROUND LEASE AGREEMENT
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THIS GROUND LEASE AGREEMENT ("Lease"), made as of this 16th day of
September, 1996, between GRACE XXXX XXXX, her personal representatives,
successors and assigns (hereinafter called "Landlord"), and COUNTY NATIONAL
BANK, a national bank in organization, its successors and assigns (hereinafter
called "Tenant").
WHEREAS, Tenant is being organized as a national bank;
WHEREAS Landlord owns that parcel of ground located in Xxxx Burnie,
Xxxx Arundel County, Maryland, and known as Xxxx 00, 00 xxx 00, Xxxxxxxx Xxxxx,
4001 Mountain Road (the "Land").
WHEREAS Landlord is desirous of leasing the Land to Tenant, and Tenant
is desirous of leasing the Land from Landlord.
NOW THEREFORE, in consideration of the mutual benefits to be derived
hereunder, the parties agree as follows:
1. LAND AND TERM:
Landlord does hereby lease, demise and let to Tenant, and Tenant
does hereby lease, take and accept from Landlord, pursuant to the terms and
conditions hereinafter set forth, the Land. The term of the Lease shall commence
immediately upon the date first above written (the "Commencement Date"). The
payment of rent hereunder shall commence on or about October 1, 1996. If Tenant
is not approved by the Office of the Comptroller of the Currency ("OCC") to
become a national bank and/or to operate on the Land before December 31, 1996,
either party may terminate this Lease without liability to the other party. The
initial term of this lease shall end on September 30, 2001.
2. RENT:
A. Tenant covenants to pay to Landlord, at such place as Landlord
shall designate from time to time, rent ("Rent") during the original term of
this Lease, as follows: One Thousand Three Hundred Dollars ($1,300.00) per
month.
B. In addition to the Rent, Tenant agrees to pay all costs
pertaining to the Improvements and/or Land and to the ownership, operation, and
use thereof during the term or any renewals thereof, it being the agreement
between Landlord and Tenant that this is a fully net lease, and Landlord shall
not pay any costs or expenses pertaining thereto during the Term.
3. OPTION T0 RENEW:
Tenant shall have the option to renew this Lease for five (5)
additional five (5) year terms. Such renewals shall automatically take place
unless Tenant gives notice to Landlord at least 90 days before the end of the
initial term of this lease or any renewals thereof, that Tenant does not wish to
renew this Lease. All of the terms and conditions of this Lease shall remain in
force during any renewal terms except that the Rent for the first year of the
first renewal option and the each succeeding renewal options, the Rent shall be
equal to the greater of $1,450.00 or the percentage increase in the Consumer
Price Index over the Base Year multiplied by One Hundred Percent (100%) of the
Rent for the immediately preceding "Base Year" shall be defined as the first
year of the term immediately preceding term. Rent for each renewal term shall be
fixed and equal to the first year of the respectice renewal. This increase shall
be determined in accordance with the following:
1. Landlord shall compute the increase, if any, in the cost of
living, using as the basis of such computation the average for "All Items" shown
on the Revised United States City (Baltimore Region) Consumer Price Index for
Urban Wage Earners and Clerical Workers (including single workers) as
promulgated by the Bureau of Labor Statistics of the United States Department of
Labor using the year 1967 as the base of 100 (hereinafter called the "Index").
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2. The Index number in the column for "All Items" (Baltimore
Region), for the month this Lease is effective shall be the "Base Index Number"
and the corresponding Index number for the last published month immediately
preceding the date of renewal shall be the current Index plus a CPI adjustment.
4. LATE PAYMENT:
In the event that any payment required by Tenant under the
provisions hereof shall be more than five (5) days past due, Tenant shall, upon
demand, pay a late charge to Landlord in the amount of Five Percent (5%) of the
past due payment and such late charge shall be deemed Rent for all purposes
under this lease.
5. TAXES:
A. Tenant shall pay, prior to delinquency, all real estate taxes,
assessments and charges which are levied, imposed, or assessed upon or against
the Improvements and/or the Land with respect to the tax years during which this
Lease is in effect. If Tenant shall fail to pay any such taxes, assessments, or
charges prior to delinquency, Landlord shall have the right to pay same and to
include such amount as Additional Rent due from Tenant.
B. For purposes of this Section 5, the term "real estate taxes and
assessments" shall include any real property tax or public charges or community
association charges against the Improvements and/or the Land analogous to a real
property tax for services thereto, including assessments by any County,
Municipal, Metropolitan District or Commission, CPRA assessments and street
lighting charges.
C. Tenant may protest, appeal or institute other proceedings to
effect a reduction or abatement of real estate taxes and assessments with
respect to real estate taxes and assessments levied against the Improvements
and/or the Lease for any tax fiscal year that ends after the Commencement Date
of this Lease. Such protest, appeal or other proceedings
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may be conducted in the name of Landlord or Tenant as Tenant may consider
appropriate. To this end and, at Tenant's expense, Landlord shall cooperate with
Tenant and furnish to Tenant appropriate documents and information. If the
protest, appeal or other proceedings are successful and any real estate taxes
and assessments are refunded, the refund shall be paid to Tenant.
6. FIRE AND EXTENDED COVERAGE AND BUSINESS INTERRUPTION INSURANCE:
A. Tenant covenants to pay the aggregate insurance premiums for
fire and extended coverage on the Improvements and to maintain business
interruption insurance.
B. Any proceeds from any insurance policies paid for by Tenant
shall be payable to Tenant without any liability therefor to Landlord.
7. UTILITIES AND EXTERIOR MAINTENANCE:
Tenant shall pay all charges for gas, electricity, light, heat, all
public charges for sanitary sewage discharged from and for water consumed on the
Improvements and/or the Land, power and all other utilities and telephone or
other communication services used, rendered or supplied upon or in connection
with the Improvements and shall be responsible for the cost of maintenance of
the Improvements and/or the Land including, without limitation, the interior,
the drive up facilities and the surrounding area.
8. LIENS OR ENCUMBRANCES:
Tenant shall not knowingly suffer the Improvements and/or the Land
or any portion thereof to become subject to any lien, charge or encumbrances,
and shall indemnify Landlord against all such liens, charges and encumbrances
which do not arise from acts or omissions of Landlord, her agents or employees
or third parties present upon Landlord's invitation, request or consent.
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9. USE OF LAND:
Tenant shall use the Land for a commercial bank, a mortgage office,
an insurance office, or a stock brokerage office and for no other purposes
whatsoever without the prior written consent of the -Landlord, which consent
shall not be unreasonably withheld or delayed.
10. ALTERATIONS TO LAND:
Tenant covenants, other than for the initial construction of a bank
vault to be added to the rear of the building, that it will at no time or times
make any material alterations, improvements or changes of any kind to the Land
without first submitting the plans thereof and securing the prior written
consent of the Landlord, which consent shall not be unreasonably withheld or
delayed; provided, however, that Tenant may, at its own option, expense, and
without having to secure the consent, written or otherwise of the Landlord:
(1) make any alterations or changes of any kind to the
Improvements and/or the Land which may be required by any governmental order or
regulation; and
(2) undertake any landscaping or similar work or painting or
decorating with respect to the Improvements and/or the Land which are of a minor
nature and are reasonably necessary to the use by Tenant of the Improvements
and/or the Land as contemplated hereunder.
All improvements, alterations, replacements and building service
equipment made or installed by or on behalf of Tenant and permanently affixed to
the Land, immediately upon the expiration of this lease due either to Tenant's
affirmative declination of its right to exercise any option to renew or
expiration of the final renewal term hereof if Tenant does not exercise its
option to purchase contained in Section 39 herein, shall become the property of
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Landlord without payment therefor by Landlord; provided that all machinery,
equipment (other than building service equipment), trade fixtures, movable
partitions, furniture and furnishings installed by Tenant or maintained on the
Land, even if permanently affixed thereto, shall remain the property of Tenant.
11. REPAIRS AND MAINTENANCE:
Tenant covenants throughout the term, at its expense, to maintain
in good order and repair the interior and exterior structure of the
improvements, and to maintain and replace when necessary, all window and door
glass therein, interior and exterior; to maintain and repair all building
service equipment within the Improvements including, but not limited to,
electrical, plumbing, heating, air conditioning and sprinkler equipment, pipes,
wires, ducts, fixtures and appliances and to make all ordinary and necessary
repairs; to keep the Land in a safe, clean and sanitary condition; and to
provide for the removal of trash and rubbish.
12. LIABILITY INSURANCE:
Tenant shall obtain and maintain public liability insurance in form
and substance reasonably satisfactory to Landlord and Landlord's lender; if any
Lender exists, naming Landlord as an additional insured against claims for
bodily injury or death occurring in or about the Improvements and/or the Land
and on, in or about the adjoining driveways and passageways, to the limit of not
less than One Million Dollars ($1,000,000.00) in respect of bodily injury or
death to one person, and to the limit of not less than Two Million Dollars
($2,000,000.00) in respect of one accident, and property damage insurance
insuring against claims for damage or injury to property of others occurring in
or about the Improvements and/or the Land and on, in or about the adjoining
streets and passageways, to the limit of not less than One Hundred Thousand
Dollars ($100,000.00) in respect to damage to the property
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of another. Said policy shall provide that notwithstanding any negligent act of
Tenant which might otherwise result in its forfeiture, the policy shall not be
canceled without at least thirty (30) days written notice to each named assured.
A certificate of such insurance shall be delivered to Landlord.
13. DAMAGE OR DESTRUCTION;
If the improvements are damaged by fire or other casualty, Tenant
shall make repairs thereto as soon as reasonably and conveniently may be done
and shall have no claim against Landlord based upon such damage. In no event
shall Landlord be liable to Tenant for any loss or damage sustained by Tenant to
Tenant's property by reason of such fire or other casualty.
14. COMPLIANCE WITH REGULATIONS, ETC.:
Tenant covenants throughout the term at its expense to comply
promptly with all laws, codes, ordinances, administrative and court orders and
directives, rules and regulations which have the force of law, whether now in
effect or hereafter promulgated, applicable to Tenant's use and occupancy of the
Improvements and/or the Land, including, but not limited to, provisions
enforceable by the Office of the Comptroller of the Currency, the Federal
Deposit Corporation and/or the Board of Governors of the Federal Reserve System.
However, Tenant shall have the right to contest the applicability and/or
validity of any of the above so long as by reason of such action, the Land would
not be in danger of forfeiture or loss. Landlord shall comply with all other
laws, codes ordinances, administrative and court orders and directives, rules
and regulations which have the force of law, whether now in effect or hereafter
promulgated.
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15. CONDEMNATION:
A. If during the term of this Lease, all or a substantial part of
the Improvements and/or the Land shall be taken by eminent domain, then, at the
option of the Tenant, the Lease shall terminate as of the date of such taking,
and the rent shall be apportioned to and xxxxx from and after, the date of
taking, and Tenant shall have the right to receive any award or damages for such
taking (except as set forth in sub-section D hereof) as related to the
Improvements or its rights under this Lease. For purposes of this Section 15,
"substantial part of the Improvements and/or the Land" shall mean a taking which
renders Tenant unable to carry on its business on the Land in substantially the
same manner as previously conducted. If Tenant does not exercise its right to
terminate this Lease, the Rent shall be equitably adjusted based on the amount
of the Improvements and/or Land taken; and Tenant shall have the right to
participate in any award or damages for such taking as related to the
Improvements.
B. If during the term of this Lease, less than a substantial part
of the Land (as hereinbefore defined) shall be taken by eminent domain, this
Lease shall remain in full force and effect according to its terms, except that
the Rent shall be equitably adjusted based on the amount of the Improvements
and/or Land taken; and Tenant shall have the right to participate in any award
or damages for such taking as related to the Improvements.
C. For purposes of this Section 15, "taken by eminent domain" or
"taking under the power of eminent domain" shall include a negotiated sale or
lease and transfer of possession to a condemning authority under bona fide
threat of condemnation for public use. As hereinabove used, the words "award of
damage" shall, in the event of such sale or settlement, include the purchase of
settlement price of any such negotiated transfer.
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D. Nothing herein shall be deemed to prevent Tenant from claiming,
negotiating, and receiving from the condemning authority, if legally payable,
compensation for the taking of the Improvements or its leasehold interest and
damages for Tenant's loss of business, business interruption and/or removal and
relocation.
16. LANDLORD'S RIGHT TO PERFORM TENANT'S COVENANTS:
A. If Tenant shall fail to perform any covenant or duty required of
it by this Lease or by law, Landlord shall, after thirty (30) days advance
written notice to Tenant (except in the case of an emergency, in which case
Landlord may act without notice), have the right (but not the duty) to enter the
Land, if necessary, to perform the same if Tenant in the interim has not
commenced such performance, but the reasonable cost thereof shall be deemed to
be Rent, payable by Tenant within twenty (20) days of demand therefor.
17. INDEMNIFICATION OF LANDLORD:
Except with respect to claims arising from Landlord's negligence or
that of her agents, servants or employees, contractors, licensees or invitees or
from a breach of Landlord's obligations hereunder, Tenant covenants to indemnify
and save Landlord harmless (to the extent not reimbursed by insurance required
by this Lease to be furnished by Tenant or insurance maintained by Landlord to
which Landlord shall initially be compensated) from any and all claims for
liability of any nature whatever arising from any use, occupancy, construction,
repairs, or other work or activity done in, on or about the Land during the term
or from any condition of the Land or anything thereon or therein during the
term, or from any occurrence whatever in, on or about the Land during the term,
including all Landlord's reasonable costs, expenses and counsel fees in
connection with any such claim. Landlord shall give Tenant notice of any such
claim, the right to defend against the claim
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with attorneys reasonably acceptable to Landlord (an insurance company's
attorney being deemed acceptable) and to settle such claim without cost to
Landlord.
18. LANDLORD'S EXONERATION:
Except with respect to claims arising from Landlord's negligence or
that of her agents, servants or employees, contractors, licensees or invitees or
otherwise to comply with her obligations hereunder, to the extent not reimbursed
by insurance required by this Lease to be furnished by Tenant, Tenant covenants
to save harmless, protect and indemnify the Landlord from and against any and
all losses, damages, claims, suits or actions, judgments and costs, which may
arise or grow out of any injury to or death of any person or damage to any
property (including, but not by way of limitation, Tenant and employees of
Tenant and their property) which is caused by the negligence of the Tenant, its
agents or servants, sublessees and assigns, in the use and possession of the
Improvements and/or Land and the equipment thereon by Tenant or the operation of
the business conducted by Tenant on the Improvements and/or the Land.
19. DEFAULT PROVISIONS:
A. In the event of any default of Tenant in paying any installment
of Rent for a period of thirty (30) business days or in the payment of other
sums payable hereunder, which default shall continue for a period of fifteen
(15) days after notice thereof by Landlord to Tenant (in each instance an "event
of default"), Landlord may elect to immediately terminate this Lease by serving
a written notice upon Tenant.
B. In the event of any other event of default of Tenant hereinafter
mentioned in this Section 19, then Landlord may elect to terminate this Lease by
serving a written notice upon Tenant of Landlord's election to terminate this
Lease upon a specified date, not less than thirty (30) days after the day of
serving of such notice. If said event of
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default shall not be corrected within said thirty (30) day period, this Lease
shall then expire on the date specified, as if that date had originally been
fixed as the expiration of the term hereinafter granted; provided, however, that
this Lease shall not terminate or expire if Tenant undertakes diligently to
remedy a default within such thirty (30) day period.
C. In addition to the matters set forth in this Section 19, each of
the following events shall be deemed an event of default by Tenant within the
meaning of this Section 19:
(1) the failure to perform any of the non-monetary covenants or
conditions of this Lease on the part of Tenant to be performed:
(2) the making of an assignment by Tenant for the benefit of
its creditors;
(3) the appointment of a receiver or trustee of all or part of
Tenant's property;
(4) the filing of an application for voluntarily liquidation by
Tenant;
D. In the event that this Lease is terminated in the manner
provided for in this Section 19, or by court proceedings or otherwise, or in the
event that the Land, or a substantial part thereof, shall be abandoned by Tenant
during the said term, Landlord or Landlord's agents, servants or representatives
may, at any time after written notice to Tenant and the expiration of the
applicable cure period set forth in this Section 19, reenter and resume
possession of said Land, and remove all persons and property therefrom, either
by any suitable action or proceeding at law, without being liable for any
damages therefor. No reentry by Landlord shall be deemed to be an acceptance of
a surrender of this Lease; and Tenant agrees that in the event this Lease in
accordance with its provisions, is terminated because of Tenant's default,
Landlord's lien in and to this Lease and any improvement on or hereinafter
placed
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on the Land and on any equity of Tenant in and to any furnishings, equipment,
fixtures or any other personal property, shall forthwith attach, such lien being
granted for the purposes of securing the performance of Tenant's obligations
hereunder.
E. The Landlord, upon the happening of any of the events giving it
the right to annul and cancel this Lease, shall be entitled to the benefit of
all of the provisions of law for the speedy recovery of lands and tenements
under this Lease held over by Tenant in Xxxx Arundel County, Maryland that are
now in force or may hereafter be enacted.
20. ADDITIONAL REMEDIES OF LANDLORD:
A. In the event that this Lease is terminated in the manner set
forth in Section 19 hereof, or by court proceedings or otherwise, or if the Land
shall be abandoned by Tenant during the term hereof, Landlord may for her own
account relet the whole or any portion of said Land for any period equal to or
greater or less than the remainder of the original term of this Lease for any
sum which it may deem reasonable, to any tenants which it may deem suitable and
satisfactory, and for any use and purposes which it may deem appropriate, but in
no event shall Landlord be under any obligation to relet the Land for any
purpose which Landlord may regard as injurious to the Land, or to any tenant
which Landlord, in the exercise of reasonable discretion shall deem to be
objectionable. In the event of such termination of this Lease, or if the Land is
abandoned, or in the event of any event of default mentioned in Section 19
hereof, and whether or not the Land be relet, and whether this Lease be
terminated or not, Landlord shall be entitled to recover of Tenant, and Tenant
hereby agrees to pay to Landlord as damages, the following:
(1) An amount equal to the amount of the rent reserved under
this Lease, less the rent, if any, collected by Landlord on reletting the Land,
which shall be due and payable by Tenant to Landlord on the several days on
which the rent herein reserved would have become payable under this Lease.
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(2) An amount equal to the cost
(a) of placing the Land in the condition in which Tenant
has agreed to surrender it to Landlord; and
(b) of performing any other covenant herein contained which
Tenant has agreed to perform, other than the covenant to pay rent.
B. The damages mentioned in this Section 20 shall become
immediately due and payable by Tenant to Landlord upon the termination of this
Lease. Without any previous notice or demand, separate actions may be maintained
by Landlord against Tenant from time to time to recover any damages which, at
the commencement of any such action, have then or theretofore become due and
payable to Landlord under this Section 20, without waiting until the end of the
term of this Lease.
21. RIGHT TO ASSIGN AND SUBLEASE:
A. Tenant may not assign this Lease or sublet the improvements
and/or the Land without the prior written consent of Landlord, which consent
shall not be unreasonably withheld or unduly delayed. If Landlord fails to
advise Tenant of her refusal to consent to an assignment of sublease within
fifteen (15) days after receipt of Tenant's written request therefor, Landlord
shall be deemed to have consented. A dispute between Landlord and Tenant as to
the reasonableness of Landlord withholding her consent to an assignment or
subleasing shall be determined pursuant to a summary arbitration procedure
before a single arbitrator chosen by a judge of a court in Xxxx Arundel County
having jurisdiction and such determination shall be final and binding upon the
parties. In the event of any such assignment or subletting with consent, Tenant
shall remain liable for the performance of Tenant's obligations during the term
or any renewals hereof.
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B. Notwithstanding any other provisions of this Section 21,
Tenant may, without the consent of Landlord, assign this Lease or sublet part or
all of the Improvements and/or the Land to (i) a corporation into which or with
which Tenant is merged or consolidated; (ii) a person or entity to which all or
substantially all of Tenant's assets are transferred provided that such person
or entity has a net worth at least equal to the lesser of the net worth of
Tenant as of the date of this Lease or immediately prior to such transfer; or
(iii) a parent, subsidiary or affiliate of Tenant. A parent shall mean a
corporation which owns, directly or indirectly, 50% of more of the equity of
Tenant; a subsidiary shall mean a corporation, 50% or more of the equity of
which is owned, directly or indirectly, by Tenant, and an affiliate shall mean a
corporation or other entity which, directly or indirectly, is under common
control with Tenant. A parent, subsidiary or affiliate of Tenant may occupy
space in the Improvements and/or the Land without an assignment or sublease or
the consent of Landlord.
22. INSPECTION BY LANDLORD, ETC.:
Landlord and her agents shall have the right at all reasonable
times, upon reasonable prior notice, during the term to enter the Land for the
purpose of inspecting the same and, if Tenant has affirmatively declined to
renew this Lease, immediately after receipt of said declination to show the Land
to prospective tenants or purchasers and to place "For Rent" and/or "For Sale"
signs thereon.
23. ASSIGNMENT OR SALE OF LANDLORD'S INTEREST:
If Landlord should ever assign this Lease or the rents hereunder to
a creditor as security for a debt, Tenant shall, after notice of such assignment
and upon demand by Landlord or the assignee, pay all sums thereafter becoming
due Landlord hereunder to the assignee (from and after the time Tenant is
furnished with such assignee's address and
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request for payment) and furnish such evidence of insurance coverages required
hereunder as the lender may reasonably require so as to protect the assignee's
interest as it may appear. If Landlord shall sell the Land, the purchaser shall
take the Land subject to Tenant's rights hereunder including Tenant's rights
pursuant to Section 39 herein.
24. NON-DISTURBANCE:
Landlord covenants and warrants to Tenant that Tenant, an paying
the rent provided for in this Lease and performing its covenants herein set
forth, shall peaceably and quietly have, hold and enjoy the Land and all
appurtenances thereon during the full term of this Lease and any renewals
thereof.
25. SUBORDINATION. NON-DISTURBANCE AND ATTORNMENT:
The Tenant shall, promptly at the request of the Landlord or the
holder of any Mortgage (herein referred to as "Mortgagee"), execute, enseal,
acknowledge and deliver such further instrument or instruments evidencing such
subordination as the Landlord or such Mortgagee deems necessary or desirable,
and (at such Mortgagee's request) attorning to such Mortgagee, provided that
such Mortgagee agrees in writing with the Tenant that such Mortgagee or its
successor in interest or the purchaser at any foreclosure sale will, in the
event of a foreclosure of any such mortgage or deed of trust take no action to
interfere with the Tenant's rights hereunder including but not limited to
Tenant's rights pursuant to Section 39 herein.
26. TENANT HOLDING OVER:
A. Subject to subsection B hereof, in the event that Tenant holds
over at the expiration of the original term of this Lease or any renewal terms
or, at the earlier termination thereof, Landlord shall be entitled to all the
remedies now or hereafter in effect in Xxxx Arundel County, Maryland, relating
to the speedy recovery of possession of lands and damages for wrongful
detention.
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B. Any holding over after the expiration of the term hereof,
without the prior written consent of Landlord, shall be construed to be a
tenancy from month to month at 125% of the monthly rent during the last month of
the term or renewal term, as the case may be, for the initial three months and
thereafter 150% of the monthly rent hereinbefore specified and shall otherwise
be on the terms and conditions hereinbefore specified, and so long as such
rental payments are made, Landlord shall not have any claims against Tenant for
damages based upon Tenant's holding over. Such tenancy from month to month shall
continue until either party shall give at least thirty (30) days notice in
writing to the other terminating such tenancy.
27. HAZARDOUS MATERIALS:
A. Except in the normal course of its operation, Tenant shall not
cause or permit any Hazardous Material to be brought upon, kept or used in or
about the Land by Tenant, its agents, employees, contractors or invitees.
B. Any Hazardous Material permitted on the Land as provided in
subsection 27A above, and all containers therefor, shall be used, kept, stored
and disposed of in a manner that complies with all Federal, State and local laws
or regulations applicable to any such Hazardous Material.
C. Tenant shall not discharge, leak or emit, or permit to be
discharged, leaked or emitted, any material into the atmosphere, ground, sewer
system or any body of water, if such material (as reasonably determined by the
Landlord, or any governmental authority) does or is likely to, pollute or
contaminate the same, or is likely to adversely affect (a) the health, welfare
or safety of persons, whether located on the Land or elsewhere, or (b) the
condition, use or enjoyment of the Property or any other real or personal
property.
D. As used herein, the term "Hazardous Material" means (a)
"hazardous waste" as defined by the Resource Conservation and Recovery Act of
1976, as amended from
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time to time, and regulations promulgated thereunder; (b) any "hazardous
substance" as defined by the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended from time to time, and regulations
promulgated thereunder; (c) any "oil, petroleum products, and their byproducts";
and (d) any substance which is or becomes regulated as a "Hazardous Material" by
any Federal, State or local governmental authority.
F. Tenant hereby agrees that it shall be fully liable for all cost
and expenses related to the use, storage and disposal of any Hazardous Material
brought and kept on the Land by the Tenant, and the Tenant shall give immediate
notice to the Landlord of any violation or potential violation of the provisions
of subsection B above. Tenant shall defend, indemnify and hold harmless Landlord
and her agents, from and against any claims, demands, penalties, fines,
liabilities, damages, costs, or expenses (including, without limitation,
attorney and consultant fees, court costs and litigation expenses) of whatever
kind or nature, known or unknown, contingent or otherwise, arising out of or in
any way related to (a) the presence, disposal, release, or threatened release of
any such Hazardous Material which, as a result of action by or at the direction
of Tenant, is on, from, or affecting the soil, water, vegetation, buildings,
personal property, persons, animals, or otherwise; (b) any personal injury
(including wrongful death) or property damage (real or personal) arising out of
or related to such Hazardous Material; (c) any lawsuit brought or threatened, or
government order relating to such Hazardous Material; and/or (d) any violation
of any laws applicable to such Hazardous Materials. The provisions of this
Section 27 shall be in addition to any other obligations and liabilities Tenant
may have to Landlord at law or equity and shall survive the transactions
contemplated herein and shall survive the termination of this Lease. Landlord
shall give Tenant notice of such claims and demands, the right to defend with
attorneys reasonably acceptable to Landlord and the right to settle any claim,
action or proceeding without cost to Landlord.
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G. To the best of Landlord's knowledge, no Hazardous Material has
been stored at, used, disposed of or is located in, on or about the Land.
Landlord has not received notice of any kind from any Federal, State or local
governmental authority alleging that Landlord, or any present or previous
tenant, has failed to comply with any applicable environmental law, ordinance,
rule or regulation pertaining to or affecting the
--MISSING PAGE 20 -
(b) To Tenant:
Xxx X. Xxxxx
President
County National Bank
0000 Xxxxxxx Xxxxxxx
Xxxx Xxxxxx, Xxxxxxxx 00000
with copy to: Xxxxx X. Xxxxxxxxx, Esq.
0000 Xxxxxxxxx Xxxxxxxxx Xxxx.
X.X. Xxx 000
Xxxx Xxxxxx, Xxxxxxxx 00000-0000
Such notices shall be deemed to have been given for all purposes under
this Lease upon receipt thereof. Any party or person to whom such notices are to
be sent may by like notice designate a different address or a different person
or entity (including the address thereof) to which such notices shall thereafter
be sent.
31. CAPTIONS AND HEADINGS:
The captions and headings throughout this Lease are for convenience
and reference only, and the words contained therein shall in no way be held or
deemed to define, limit, describe, explain, modify, amplify or add the
interpretation, construction or meaning of any provision of or the scope or
intent of this lease nor in any way affect this Lease.
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32. SEVERABILITY:
A. It is agreed that, for the purpose of any suit brought or based
on this Lease, this Lease shall be construed to be a divisible contract, to the
end that successive actions may be maintained or successive periodic sums shall
mature under this Lease, and it is further agreed that failure to include in any
suit or action any sum or sums then matured shall not be a bar to the
maintenance of any suit or action, for the recovery of said sum or sums so
omitted, and the Tenant agrees that it will not in any suit or suits brought on
this Lease for a matured sum for which judgment has not previously been
received, plead, rely on or urge as a bar to said suit or suits, the defenses of
res adjudicata, former recovery, extinguishment, merger, election of remedies or
other similar defense .
B. If any term, clause or provision of this lease is declared
invalid by a court of competent jurisdiction, the validity of the remainder of
the Lease shall not be affected thereby but shall remain in full force and
effect.
33. NON-WAIVER OF ENFORCEMENT:
It is agreed that the failure of the Landlord to insist in any one
or more instances upon a strict performance of any covenant of this Lease or to
exercise any right herein contained shall not be construed as a waiver or
relinquishment for the future of such covenant or right, but the same shall
remain in full force and effect, unless the contrary is expressed in writing by
the Landlord.
34. BROKERAGE:
The parties represent to each other that they did not deal in this
transaction with any broker.
35. WAIVER OF SUBROGATION:
Neither party will be liable to the other for loss or damage to the
property of the other arising from a cause recovered by insurance maintained by
the party damaged or within the coverage
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of the standard fire insurance policy with extended coverage then applicable in
Xxxx Arundel County, Maryland, including loss resulting from the negligent acts
or omissions of the other party or their agents, employees, guests or invitees.
36. LANDLORD'S WAIVER:
Landlord agrees upon written request of Tenant to execute and
deliver a Landlord's waiver of lien as to any inventory consigned to Tenant or
any machinery, equipment (other than building service equipment), trade fixtures
or other tangible personal property leased or purchased by Tenant from a third
party in an arms-length transaction; provided that such waiver shall be
restricted to the interest therein of the third party consignor, lessor or
owner.
37. ESTOPPEL CERTIFICATE:
Each party covenants to the other that at any time or from time to
time following a written request from the other party, the party so requested
shall execute and deliver to the requesting party a statement certifying that
this Lease is in full force and effect and unmodified (or if there have been
modifications, stating such), certifying the dates to which the Rent and other
charges have been paid and certifying whether or not, to the best of the
knowledge of the certifying party, the other party has failed or refused to
perform any obligations contained in this Lease and if so specifying same. Any
such written request must be answered within 12 days of the receipt thereof. The
failure of either party to furnish such statement in a timely manner shall be
conclusively deemed to constitute an admission that the Lease is in full force
and effect and unmodified; the Rent and other charges then due have been duly
and fully paid to and including the date of the written request; and that the
party requesting said statement has performed all of its obligations contained
in the Lease to the date of such request. Any third party receiving an estoppel
certificate hereunder may rely thereupon.
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38. Notwithstanding any other provisions contained in this lease, in
the event the Tenant is closed or taken over by the Office of the Comptroller of
the Currency or any bank supervisory authority, the Landlord may terminate the
Lease only with the concurrence of such bank supervisory authority, and any such
authority shall any event have the election either to continue or to terminate
the Lease: Provided, that in the event this Lease is terminated, the maximum
claim of Landlord for damages or indemnity for the injury resulting from the
rejection or abandonment of the unexpired term of the Lease shall in no event be
in an amount exceeding the rent reserved by the lease, without acceleration, for
the year next succeeding the date of the surrender of the Land to the Landlord,
or the date of re-entry of the Landlord, whichever first occurs, whether before
or after the closing of the bank, plus an amount equal to the unpaid rent
accrued, without acceleration up to such date.
39. OPTION TO PURCHASE. RIGHT OF FIRST REFUSAL:
Landlord, in consideration of the sum of Five Dollars ($5.00)
received from Tenant, hereby gives Tenant an option to purchase (the "Option")
the Land on the terms and conditions contained in this Section 39. "Option
Period" for the purposes of this section shall be defined as: (a) January 1,
2026 and running until and through May 30, 2026 and (b) if Landlord shall die
prior to the expiration of the term of the Lease or any extensions thereof; the
one hundred and eighty days following the date of such death. The Option must be
exercised within the Option Period and during the term of the Lease or any
extensions thereof. The transaction to purchase the Land must close within a
commercially reasonable time after the exercise of the Option. Tenant may not
exercise the Option prior to the commencement of the Option Period. The Land may
be purchased during the Option Period for its appraised value. Landlord and
Tenant shall appoint an appraiser to appraise the Land and such appraisal shall
be made at the expense of Tenant. If Landlord and Tenant cannot agree on one
appraiser, each shall appoint
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an appraiser and each shall bear the cost of their respectively appointed
appraiser. In such event, the purchase price for the Land shall be the average
of the values of the Land determined by the two appraisers. In any appraisal
performed under this Section 39, the Landlord and Tenant shall instruct the
appraiser or appraisers, as the case may be, to appraise the land without any
value being attributed to the Improvements. If Tenant does not exercise the
Option prior to the expiration of the Option Period, the consideration paid for
the Option will be retained by the Landlord and neither party shall have any
further rights nor claims against the other. The Option may be exercised by
written notice to Landlord at the address contained in Section 30 herein and
shall be considered received three days after the date of mailing with the
United States Postal Service. Landlord shall accept no offers to purchase the
Land after commencement of the Option Period. If Tenant exercises the Option,
Landlord shall transfer to Tenant good title free of any encumbrances.
Tenant shall have a first right of refusal to purchase the Land
during the term of the Lease or any extensions thereof on the same terms and
conditions of any bona fide offer received by Landlord to purchase the Land. If
Landlord decides to sell the Land during the term of this Lease or any
extensions thereof and receive a bona fide offer to purchase the Land from a
third party purchaser not affiliated with Landlord, Landlord shall deliver such
offer to Tenant and Tenant shall have thirty (30) days from the date of delivery
to notify Landlord if Tenant wishes to purchase the Land on the same terms and
conditions contained in the bona fide offer. This right of first refusal shall
remain in effect throughout the term of-the Lease or any extensions thereof and
for all bona fide offers received by Landlord.
40. RECORDING:
Landlord agrees that if so requested by Tenant, Landlord will
execute in recordable form for purposes of recordation at Tenant's expense: (1)
a short form of Lease
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containing the names and addresses of the parties; the description of the Land;
the Term of this Lease including the Commencement Date and the termination date;
a description of any extension options; a statement regarding the use of the
Land; and such other provisions as either party may reasonably require; and/or
(2) a memorandum describing the Option contained in Section 39 herein. Tenant
shall be responsible for all costs, expenses, charges, and taxes in connection
with the recordation of this Lease, the short form of lease or the described
memorandum. If such a short form of this Lease is recorded, upon the termination
of this Lease, Tenant shall execute, acknowledge, and deliver to Landlord an
instrument in writing releasing and quitclaiming to Landlord all right, title,
and interest of Tenant in and to the Land arising from this lease or otherwise,
all without cost or expense to Landlord.
41. WAIVER OF JURY TRIAL:
Landlord and Tenant waive trial by jury in any action or proceeding
brought by either of the parties hereto against the other or on any counterclaim
in respect thereof on any matters whatsoever arising out of, or in any way
connected with, this Lease, the relationship of Landlord and Tenant, Tenant's
use or occupancy of the Improvements and/or Land and/or any claim of injury or
damage under this Lease.
AS WITNESS the hands and seals of the parties hereto the day and year
first above written.
ATTEST/WITNESS:
/s/ /s/ Grace Xxxx Xxxx (SEAL)
----------------------------------- ---------------------------------------
Grace Xxxx Xxxx
Landlord
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COUNTY NATIONAL BANK
/s/ /s/ Xxx X. Xxxxx (SEAL)
----------------------------------- ---------------------------------------
Xxx X. Xxxxx, President
Tenant
STATE OF MARYLAND, XXXX ARUNDEL COUNTY, TO WIT:
I HEREBY CERTIFY that on this 16th day of September, 1996, before me, a
Notary Public of said State, personally appeared Grace Xxxx Xxxx, who
acknowledged herself to be the person whose name is subscribed to the foregoing
instrument and acknowledged that she executed the same for the purpose therein
contained under such Agreement.
WITNESS my hand and Notarial Seal.
/s/
----------------------------------------
Notary Public
My Commission Expires:
STATE MARYLAND, XXXX ARUNDEL COUNTY, TO WIT:
I HEREBY CERTIFY that on this 16th day of September, 1996, before me, a
Notary Public of said State, personally appeared Xxx X. Xxxxx, who acknowledged
himself to be the person whose name is subscribed to the foregoing instrument
and acknowledged that he executed the same for the purpose therein contained
under such Agreement.
WITNESS my hand and Notarial Seal.
/s/
----------------------------------------
Notary Public
My Commission Expires:
CONSENT OF CO-TENANT BY THE ENTIRETY TO TERMS OF LEASE
Xxxxxxx X. Xxxx, being the co-owner of the Land which is the subject of
the foregoing Lease, as tenants by the entireties with Grace Xxxx Xxxx, in
consideration of Five Dollars, the receipt of which is hereby acknowledged,
hereby consents to and acquiesces in all terms stated in the Lease, including
but not limited to the Option to Purchase/Right of First Refusal contained in
Section 39, and hereby covenants to execute any further documents necessary to
protect the Tenant's leasehold
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interest in the Land, including, but not limited to, any memorandum of lease
that may be recorded in the Land Records of Xxxx Arundel County.
/s/ Xxxxxxx X. Xxxx
----------------------------------------
XXXXXXX X. XXXX
STATE MARYLAND, XXXX ARUNDEL COUNTY, TO WIT:
I HEREBY CERTIFY that on this 12th day of September, 1996, before me, a
Notary Public of said State, personally appeared Xxxxxxx X. Xxxx, who
acknowledged himself to be the person whose name is subscribed to the foregoing
instrument and acknowledged that he executed the same for the purpose therein
contained under such Agreement.
WITNESS my hand and Notarial Seal.
/s/ Xxxxxxx X. Xxxxxx
----------------------------------------
Notary Public Xxxxxxx X. Xxxxxx
My Commission Expires: 3/12/97
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