EXHIBIT 10.15
COMMERCIAL LEASE
THIS LEASE AGREEMENT made this day of , 1997 , by and
----- ---------
between XXXXXX GROUP LIMITED PARTNERSHIP, XXXXX & XXXX XXXXX XXXXXXXXXX
hereinafter referred to as "Landlord", and CHESAPEAKE FEDERAL SAVINGS & LOAN
ASSOCIATION hereinafter referred to as "Tenant".
WITNESSETH, that for and in consideration of the rent hereafter reserved,
and the covenants contained herein, the parties hereby agree as follows:
l. Lease Premises.
Landlord hereby leases to Tenant and Tenant hereby leases from Landlord for
the term, at the rental and upon the conditions set forth herein, that certain
real property with premises thereon known as 000 Xxxxxxxxx Xxxx, Xxxxxxxxxxx,
Xxxxxxxxx Xxxxxx, XX 00000 hereinafter referred to as the "Premises".
2. Term and Possession.
2.1 Term. The term of this Lease shall be for five (5) years,
commencing ninety (90) days after the full execution of this lease, and ending
five (5) years thereafter, unless terminated sooner pursuant to any provision
hereof. Tenant shall have the right to terminate this lease in the event the
Tenant does not get Regulatory approval for their intended use. Written notice
shall be received by Landlord within thirty (30) days of the full execution of
this agreement or this contingency is waived and the lease is in full effect.
2.2 Possession. Should tender of possession of the Premises be later
or earlier than the beginning date named, then, and in that event, the beginning
and ending date of this Lease shall be adjusted by letter from Agent to Tenant,
to conform to the date of such tender of possession, such as if the same had
been originally named as the beginning date, and this Lease shall run for the
full term, from the date of such tender of possession. Provided, that no such
failure to give possession on the date of commencement of the term shall in any
other respect affect the validity of this Lease or the obligations of the Tenant
hereunder. If permission is given to the Tenant to enter into possession of the
Premises, or to occupy space other than the Premises prior to the date specified
as the commencement of the term of this Lease, Tenant Covenants and agrees that
such occupancy shall be deemed to be under all the terms, covenants and
conditions of the provisions of this Lease. It is agreed that the Tenant may
enter the Premises prior to possession for the purpose of installation of
equipment, etc., to prepare it for occupancy.
3. Rent.
3.1 Rent. Tenant shall pay to Landlord as rent for the Premises for
the term of this lease the annual sum of Eighteen Thousand Dollars ($18,000.00),
payable without deduction
or demand, in equal monthly installments of One Thousand Five Hundred Dollars
($1,500.00), hereinafter referred to as the "basic monthly rental", in advance
on the first day of each calendar month during the first year hereof, the first
installment payable on the execution of this Lease and the remaining
installments payable in advance, on the first day of each month during the said
term to and at the office of The Xxxxxx Group Limited Partnership, 000 Xxxxxxxxx
Xxxxxx Xxxxxxxxx, XX 00000, or at such other place as Landlord may from time to
time designate to Tenant in writing. Rent checks shall be made payable to Xxxxxx
Group Limited Partnership. Should the term of this Lease commence on a day other
than the first day of a calendar month, the parties agree that rental for the
first and last month of the term shall be pro-rated and rent for the remaining
months shall be due and payable on the first of the month as provided above.
Rental for the option periods of the lease shall be as shown on Page 2A.
3.2 Late Charge. Tenant hereby recognizes and acknowledges that if
rental payments are not received when due, Landlord will suffer damages and
additional expense thereby and Tenant therefore agrees that a late charge equal
to five percent (5%) of the basic monthly rental (including additional rent as
hereinafter provided) may be assessed by Landlord or Agent as additional rental.
Late charge shall only be assessed if Landlord has not received rental in hand
after a seven (7) day grace period. Furthermore, Landlord or Agent shall have
the right to require that rental payments be made by certified or cashier's
check.
4. Use. The Premises shall be used and occupied by the Tenant only for a
retail branch bank.
Estoppel Section 6. Tenant agrees at any time and from time to time
Certificates upon not less than five (5) days prior notice by Landlord to
execute, acknowledge and deliver to Landlord a statement in
writing certifying that this Lease is unmodified and in full
force and effect (or if there have been modifications, that the
same is in full force and effect as modified and stating the
modifications) and the dates to which the rent and other
charges have been paid in advance, if any, and stating whether
or not, to the best knowledge of the signer of such
certificate, Landlord is in default in performance of any
covenant, agreement or condition contained in this Lease and,
if so, specifying each such default of which the signer may
have knowledge, it being intended that any such statement
delivered hereunder may be relied upon by any third party not a
party to this Lease.
Condition Section 7. Premises not new. Landlord agrees that the
of Premises heating, plumbing, and electrical systems, as well as the air
conditioning, sprinkler system, if any, will be in good working
order and condition at the commencement of the Lease term, or
that Landlord will promptly, and at the Landlord's expense,
place same in good working order and condition if, but only if,
within thirty (30) days after the commencement of rent. Tenant
shall promptly give Landlord written notification of any defect
in any such system which shall not have been caused by the
fault or neglect of the Tenant. Upon tender by Landlord to
Tenant of the above mentioned equipment in good working order,
Tenant shall thereafter be solely responsible for all
maintenance, repairs and/or replacements required therefore
during the term of this Lease.
2
Provided that Tenant is given the right to obtain insurance
from a qualified personnel, the heating, plumbing, electrical,
air conditioning and sprinkler system, if any, are not only in
good working condition but also can be expected to operate in a
trouble-free manner for the additional term of this Lease and
such insurance cannot be obtain by Landlord or Landlord's hire
but from an independent mechanical contractor. Landlord will
paint the inside and outside of the building to Tenant's
requirements.
Permits Section 8. Tenant shall at is own expense, promptly obtain
from the appropriate governmental authorities any and all
permits, licenses and the like required to permit Tenant to
occupy the Premises for the purposes herein stated. This
requirement shall not relieve the Tenant of its liability for
rent from the commencement date hereinabove set forth.
Quiet Section 9. (a) Landlord hereby covenants and agrees that
Enjoyment so long as Tenant complies with all the terms, covenants and
provisions of this Lease, Tenant shall have the peaceful and
quiet use of the Premises without let or hindrance on the part
of Landlord and Landlord shall warrant and defend Tenant in
such peaceful and quiet use and possession against the claims
of all persons claiming by, through or under Landlord.
Subordination Section 10. Tenant's rights under this Lease are, however,
and shall always be subordinate to the operation and effect of
any ground lease or mortgage, deed of trust or similar security
instrument (hereinafter collectively called "Security
Instrument") now or hereafter placed upon the land or buildings
of which the Premises are a part or any part thereof, by
Landlord or any renewal, modification, consolidation,
replacement or extension of any such Security Instrument,
unless such secured party elects to have Tenant's interest
hereunder superior to the lien of such Security Instrument;
this clause shall be self-operative and no further instrument
of subordination shall be required. In confirmation of such
subordination, Tenant shall execute promptly any certificate
that Landlord may request. Tenant hereby constitutes and
appoints Landlord as Tenant's attorney-in-fact to execute any
such certificate or certificates for and on behalf of Tenant.
Parking Areas Section 11. (a) During the term of this Lease, customers
of Tenant shall be entitled to the exclusive use, free of
charge, of the driveways, footway and parking areas from time
to time existing within the premises.
Assignment Section 12. (a) Tenant covenants and agrees not to assign
And this Lease in whole or in part, nor to sublease all or any part
Subletting of the Premises nor permit other persons to occupy the Premises
or any part thereof, nor to grant any license or concession for
all or any part of the Premises, without the written consent of
Landlord in each instance first had and obtained. Such consent
not to be unreasonably withheld. Any consent by Landlord to an
assignment or subletting of this Lease shall not constitute a
waiver of the necessity of such consent as to
3
any subsequent assignment or subletting. If such assignment or
subletting is permitted, Tenant shall continue to remain liable
under this Lease. An assignment for the benefit of Tenant's
creditors or otherwise by operation of law shall not be
effective to transfer or assign Tenant's interest under this
Lease unless Landlord shall have first consent thereto in
writing.
(b) In the event Tenant desires to assign this Lease
or to sublease all or any substantial portion of the premises,
Landlord shall have the right and option to terminate this
Lease, which right or option shall be exercisable by written
notice from Landlord to Tenant within thirty (30) days from the
date Tenant gives Landlord written notice of its desire to
assign or sublease.
Repairs Section 13. (a) Landlord covenants and agrees to keep and
maintain the roof and other exterior portions of the Premises
(inclusive of doors, windows glass and other portions of the
store front of the premises) in repair. Except as expressly set
forth in this subparagraph, Landlord shall be under no
liability for repair of maintenance of the interior Premises,
or any part thereof, nor shall Landlord be under any liability
to repair or maintain any electrical, plumbing, heating, air
conditioning or other mechanical installation except as set
forth in Section 7.
(b) Tenant covenants and agrees to keep interior of
the Premises, together with all electrical, plumbing, heating,
air-conditioning and other mechanical installations and
equipment used by, or in connection with, the Premises, in good
order and repair at its own expense and to promptly replace at
its own expense, any exterior or interior plate glass doors,
windows and mirrors which may be broken or damaged; and to
surrender the Premises at the expiration of the term in as good
condition as when received, ordinary wear and tear excepted.
Tenant will not overload the electrical wiring or plumbing and
will not install any additional electrical wiring or plumbing
unless it has first obtained Landlord's written consent thereto
and, if such consent is given, Tenant will install the same at
its own cost and expense. Tenant will repair promptly at its
own expense any damage to the Premises caused by bringing into
the Premises any property for Tenant's use, or by the
installation or removal of such property, regardless of fault
or by whom such damage shall be caused unless caused by
Landlord, its agents, employees, or contractors.
(c) In the event Tenant shall not proceed promptly
and diligently to make any repairs or perform any obligation
imposed upon it by the preceding subparagraph hereof within
forty-eight hours after receiving written notice from Landlord
to make such repairs or perform such obligation, then and in
such event, Landlord may at its option, enter the Premises and
do and perform the things specified in said notice, without
liability on the part of Landlord for any loss or damage
resulting from any such action by Landlord and Tenant agrees to
pay promptly upon demand any cost or expense incurred by
Landlord in taking such action.
4
(d) Tenant covenants and agrees at its own expense to
keep in force at its own expense, at all times during the term
of this lease, plate glass insurance insuring the plate glass
and mirrors, if any, on the premises at their full insurable
value in a policy (the form of which is satisfactory to
Landlord) issued by a company acceptable to Landlord, and
covering both Tenant and Landlord; Tenant further covenants and
agrees to deposit said policy of insurance, or a certificate
thereof, with Landlord on or before the commencement of the
term of this Lease. If at any time, Tenant does not comply with
the covenants made in this subparagraph (d), Landlord may, at
its option, cause insurance as aforesaid to be issued, and in
such event, Tenant agrees to pay all premiums for such
insurance promptly upon Landlord's demand.
Utilities Section 14. Tenant covenants and agrees to pay promptly
when due the charges for all utility services rendered or
furnished to the Premises, including but without limitation,
heat, Metropolitan District Charges, water, gas, electricity
and telephone, together with all taxes, levies or other charges
on such utilities, Tenant also agrees to pay promptly when due
all minor privilege taxes or charges or other similar taxes or
charges, levied or assessed against the Premises. If Tenant
defaults in the payment of any such charges or taxes, Landlord
may, at it option, pay the same for and on Tenant's account, in
which event Tenant shall promptly reimburse Landlord therefore.
Tenant's Section 15. (a) Tenant covenants and agrees (1) that it
Operations will use, maintain and occupy the Premises, in a careful, safe
and proper manner, and will keep the appurtenances, including
parking areas and adjoining sidewalks, in a clean and safe
condition, and will promptly clean the snow, ice and debris
from said parking areas and sidewalks and appurtenances during
the term of this Lease at its own expense; (2) to keep the
inside and outside of all glass in the doors and windows of the
Premises clean; (3) that it will not, without the prior written
consent of Landlord, place or maintain any merchandise or other
articles in any vestibule or entry to the Premises, on the
sidewalks adjacent thereto, or elsewhere on the exterior
thereof; (4) that it will maintain the Premises at its own
expense in a clean, orderly and sanitary condition, free of
insects, rodents, vermin and other pests; (5) that it will not
permit undue accumulations of garbage, trash rubbish and other
refuse, but will remove the same at its own expense, and will
keep such refuse in proper containers within the interior of
the Premises until called for to be removed; (6) that it will
not use, nor permit nor suffer the use of any apparatus or
instruments for musical or other sound reproduction or
transmission in such manner that the sounds emanating therefrom
or caused thereby shall be audible beyond the interior of the
demised premises.
(b) Tenant covenants and agrees not to make any
alterations, additions or improvements to the store front of
the Premises and not to make
5
any structural alterations to the Premises, or any part
thereof, without Landlord's prior written consent in each
instance first had and obtained; and Tenant agrees that any
alterations, additions or improvements made by it shall
immediately become the property of Landlord and shall remain
upon the premises in the absence of any agreement to the
contrary; provided, however, that Landlord shall have the right
to require the restoration of the Premises to their original
condition in which event Tenant agrees to comply with such
requirement prior to the expiration or other termination of
this Lease. Landlord hereby, consents to Tenant making
alterations to building, housing an automatic bank teller
machine, provided Tenant gets the required governmental
approvals.
(c) Tenant covenants and agrees, at its own expense,
to execute and comply with all laws, rules, orders, directions
and requirements of all governmental departments, bodies,
bureaus, agencies and officers and with all rules, directions,
requirements and recommendations of the local board of fire
underwriters and the fire insurance rating organizations having
jurisdiction over the area in which the Premises are situated
in any way pertaining to the Premises or the use and occupancy
thereof. In the event Tenant shall fail or neglect to comply
with any of the aforesaid laws, rules, orders, directions,
requirements or recommendations, Landlord or its agents may
enter the Premises and take all such action and do all such
work in or to the Premises as may be necessary in order to
cause compliance with such laws, rules, orders, directions,
requirements or recommendations, and Tenant covenants and
agrees to reimburse Landlord promptly upon demand for the
expense incurred by Landlord in taking such action and
performing such work. Tenant further covenants and agrees not
to do or suffer to be done, or keep or suffer to be kept
anything in, upon or about the Premises which will contravene
Landlord's policies insuring against loss or damage by fire or
other hazards, including, but not limited to, public liability
or which will prevent Landlord from procuring such policies in
companies reasonably acceptable to Landlord; and if anything
done, omitted to be done or suffered to be done by Tenant, or
kept, or suffered by Tenant to be kept, in upon or about the
Premises shall cause the rate of fire or other insurance on the
Premises, or other property of Landlord, in companies
reasonably acceptable to Landlord, to be increased beyond the
minimum rate from time to time applicable to the premises, or
any adjoining stores or to other property of Landlord for the
use or uses made thereof, Tenant will pay the amount of such
increase promptly upon Landlord's demand.
(d) Tenant covenants and agrees that if any
mechanics' or materialmen's lien or other lien shall be filed
against the Premises, or any other part of the Business Center,
by reason of or arising out of any labor or material furnished
or alleged to have been furnished, to or for the Premises or
any occupant thereof, or for or by reason of any change,
alteration or addition made by Tenant thereto, Tenant shall in
any of such events, cause the same to be canceled and
discharged of record by bond or otherwise as allowed by law, at
Tenant's expense, within five days after the filing thereof;
and Tenant shall also
6
defend on Landlord's behalf, at Tenant's sole cost and expense,
any action, suit or proceeding which may be brought thereon or
for the enforcement of any such lien, and Tenant will pay any
damages and satisfy and discharge any judgment entered thereon
and save Landlord harmless from any claim or damage resulting
therefrom. If at any time Tenant does not comply with the
covenants made in this subparagraph, Landlord may, at its
option, after giving Tenant three (3) days prior written notice
of its intention to do so, cause such lien to be cancelled and
discharged of record by bond or otherwise as allowed by law,
and Tenant shall pay all costs thereof, including reasonable
attorney's fees, as additional rent, payable with the next
ensuing installment of minimum rent.
Public Section 16. (a) Tenant covenants and agrees to indemnify
Liability Landlord and save it harmless from and against any and all
claims, actions, damages, liability and expenses in connection
with loss of life, personal injury or damage to property
arising from or out of Tenant's negligent occupancy or use of
the Premises or any part thereof, or any other part of
Landlord's property, or occasioned wholly or in part by any
negligent act or omission of Tenant, its agents, contractors or
employees.
(b) Tenant will keep in force at its own expense
during the term of this Lease, public liability insurance with
respect to the Premises in companies acceptable to Landlord and
in a policy or policies, the form of which is or are
satisfactory to Landlord, covering both Landlord and Tenant,
with minimum limitations of One Million Dollars ($1,000,000) on
account of bodily injury to or death of one person and One
Million Dollars ($1,000,000) on account of bodily injury to or
death of more than one person as the result of any one accident
or disaster, and property damage insurance with minimum
limitations of One Hundred Thousand Dollars ($100,000); Tenant
will deposit the policy or policies of such insurance or
certificates thereof with Landlord on or before the
commencement of the term of this Lease. If at any time Tenant
does not comply with the covenants made in this subparagraph,
Landlord may, at its option, cause insurance as aforesaid to be
issued, and in such event. Tenant agrees to pay the premiums
for such insurance promptly upon Landlord's demand.
Taxes, Section 17. (a) As used herein the following meanings:
Operating
Cost, (i) "Taxes" means all taxes, assessments (special or
Insurance otherwise), water or sewer service charges and other
governmental levies and charges of any and every kind, nature
and type whatsoever, ordinary and extraordinary, foreseen and
unforeseen, and substitutes therefore on the land and buildings
comprising the Premises, including the levy, assessment or
imposition or any tax on real estate as such not now levied,
assessed or imposed.
Operating (ii) "Operating Costs" means all costs and expenses
Costs of every kind and nature incurred in connection with the
operation, maintenance, repair,
7
redecorating or refurbishing of the Premises, including but not
limited to costs and expenses incurred by Landlord, if any, in
gardening, landscaping, storm drainage and other utility
systems, fire protection and security services, if any, traffic
control equipment, repairs, parking lot striping, lighting,
sanitary control, removal of snow, trash, rubbish, garbage and
other refuse, depreciation on or rentals of machinery and
equipment used in such maintenance, the cost of personnel, if
any, to implement such services.
Insurance (iii) "Insurance" means the total premium cost of all
insurance carried by Landlord with respect to the Premises or
any portion thereof, including but not limited to all insurance
insuring against loss or damage due to fire, other casualty or
cause, including but not limited to, those risks covered under
so called extended coverage endorsements or difference in risk
endorsements, as well as loss of rent insurance following a
fire or other insurable casualty covered by such policy or
policies and public liability and property damage insurance.
(b) Tenant covenants and agrees to pay as additional
rent the Taxes, Operating Costs and Insurance of this property
(as hereinabove defined) throughout the entire term of this
lease and any renewal term hereof.
(c) Landlord shall notify Tenant from time to time of
the amount which Landlord estimates will be the amount payable
by Tenant in accordance with paragraph (b) hereof; and Tenant
shall pay such amount to Landlord in equal monthly installments
in advance on or before the first day of each month. Such
payments shall not be added to the minimum rental payable
hereunder by Tenant for purposes of computing Tenant's
liability, if any, for percentage rental under this Lease.
Within a reasonable period of time following the end of each
rental year, Landlord shall submit to Tenant a statement
showing the Operating Costs, Taxes, and Insurance to be paid by
Tenant with respect to such year, the amount thereof
theretofore paid by Tenant, and the amount of the resulting
balance due thereon, or overpayment thereof, as the case may
be. Each such statement shall be final and conclusive between
the parties hereto, their successors and assigns, as to the
matters therein set forth if no objection is raised with
respect thereto within ninety (90) days after submission of
each such statement.
(d) Notwithstanding the foregoing provisions of this
Section 17 Landlord may require Tenant to pay the sums referred
to in paragraph (b) hereof in lump sum payments or in quarterly
or semiannual payments, provided Landlord gives Tenant written
notice that it has elected that Tenant shall make such payments
in such manner rather than on a monthly basis as provided
above.
Trade Section 18. All trade-fixtures installed by Tenant in the
Fixtures Premises, other than improvements made by Tenant to the
Premises shall remain the property of
8
Tenant and shall be removable from time to time and also at the
expiration of the term of this Lease or other termination
thereof, provided Tenant shall not at such time be in default
under any covenant or agreement contained in this Lease;
otherwise such property shall not be removable and Landlord
shall have a lien on said fixtures to secure itself against
loss and damage resulting from said default or defaults by
Tenant.
Inspection Section 19. Tenant covenants and agrees to permit
Premises Landlord, its agents, employees and contractors to enter the
Premises and all parts thereof at all reasonable times to
inspect the Premises and to enforce and carry out any provision
or provisions of the Lease.
Termination Section 20. (a) It is agreed that the term of this Lease
of Term shall expire and terminate at the end of the original term
hereof (or at the expiration of the last renewal term, if this
Lease contains a renewal option and the same is properly
exercised), without the necessity of any notice by or to any of
the parties hereto. If Tenant shall occupy the Premises after
such expiration or termination, it is understood that Tenant
shall hold the Premises as a tenant from month to month,
subject to all the other terms and conditions of this Lease, at
an amount equal to double the highest monthly rental
installment reserved in this Lease. Landlord shall, upon such
expiration or termination of this Lease, be entitled to the
benefit of all public general or local law relating to the
speedy recovery of possession of lands and tenements held over
by tenants that may be now in force or may hereafter be
enacted.
(b) Tenant covenants and agrees that for the period
of six months prior to the expiration of the term of this
Lease, Landlord shall have the right to display on the exterior
of the Premises the customary sign "For Rent" and that during
such period Landlord may show the Premises and all parts
thereof to prospective tenants between the hours of 9:00 A.M.
and 5:00 P.M. on any day except Sunday or any legal holiday on
which Tenant shall not be open for business.
Fire or Other Section 21. If the premises shall be damaged by fire, the
Casualty elements, unavoidable accident or other casualty, but are not
thereby rendered untenantable in whole or in part, Landlord
shall promptly at its own expense cause such damage to be
repaired, and the rent shall not be abated; if by reason of
such occurrence, the Premises shall be rendered untenantable
only in part. Landlord shall promptly at its own expense cause
the damage to be repaired, and the minimum rent meanwhile shall
be abated proportionately to the portion of the Premises
rendered untenantable; if by reason of such occurrence the
Premises shall be rendered wholly untenantable. Landlord shall
promptly at its own expense cause such damage to be repaired
and the minimum annual rent meanwhile shall be abated in whole,
unless within sixty days after said occurrence, Landlord shall
give Tenant written notice that it has elected not to
reconstruct the destroyed Premises, in which event this Lease
and the tenancy
9
hereby created shall cease as of the date of said occurrence,
the minimum rental and the percentage rental (if any) to be
adjusted as of such date.
If the whole or any part of the Premises shall be taken
under the power of eminent domain, then this Lease shall
terminate as to the part so taken on the day when Tenant is
required to yield possession thereof, and Landlord shall make
such repairs and alterations as may be necessary in order to
restore the part not taken to useful condition; pending the
restoration by Landlord of the portion of the Premises so
taken, the minimum rental shall be reduced proportionately to
the portion of the Premises so taken. If the amount of the
Premises so taken is such as to substantially impair the
usefulness of said Premises for the purposes for which the same
are hereby leased, then either party shall have the option to
terminate this Lease as of the date when Tenant is required to
yield possession. The compensation awarded for such taking,
both as to Landlord's reversionary interest and Tenant's
interest under this Lease, shall belong to and be the property
of the Landlord; provide, however, that the Landlord shall not
be entitled to any portion of the award made to Tenant for loss
of Tenant's business or for the cost of removal of its stock
and Tenant's fixtures.
Additional Section 22. Whenever under the terms of this Lease any sum
Rent of money is required to be paid by Tenant in addition to the
rental herein reserved, whether such payment is to be made to
Landlord or to any other party, and said additional amount
which Tenant is to pay is not designated as "additional rent",
or provision is not made for the collection of said amount as
"additional rent", then said amount shall nevertheless, at
Landlord's option, if not paid when due, be deemed "additional
rent", and shall be collectible as such with the first
installment of minimum rent thereafter falling due hereunder.
Bankruptcy or Section 23. If any sale of Tenant's interest in the
Insolvency Premises shall be made under execution, or similar legal
process, or if Tenant shall be adjudicated a bankrupt or
insolvent, and such adjudication is not vacated within 10 days,
or if a corporate reorganization of Tenant or an arrangement
with its creditors shall be approved by a court under the
Federal Bankruptcy Act, then and in any of said events,
Landlord may, at its option, reenter the Premises and declare
this Lease and the tenancy hereby created terminated.
Defaults And Section 24. (a) If the rent agreed to be paid, including
Remedies all other sums of money which under the provisions hereof may
be considered as additional rent, shall be in arrears in whole
or in part for five or more days, Landlord may distrain
therefore. If Tenant shall violate any covenant, including the
covenant to pay rent, made by it in this Lease and shall fail
to comply with said covenant within 15 days after being sent
written notice of such violation by Landlord, Landlord may, at
its option, reenter the premises and declare this Lease and the
tenancy hereby created terminated; and Landlord shall be
entitled to the benefit of all provisions of law respecting the
speedy recovery of lands and tenements
10
held over by tenants or proceedings in forcible entry and
detainer. Tenant further agrees, that notwithstanding such
reentry, Tenant shall remain liable for any rent or damages
which may be due or sustained prior thereto, and Tenant shall
further be liable to Landlord for the sum of the following: (i)
all other liabilities of Tenant and damages sustained by
Landlord as a result of Tenant's default, including but not
limited to, the reasonable costs of reletting the premises and
any broker's commissions payable as a result thereof; (ii) all
of Landlord's costs and expenses (including reasonable counsel
fees) in connection with such default and recovery of
possession; (iii) the difference between the rent reserved
under this Lease for the balance of the term and the fair
rental value of the premises for the balance of the term to be
determined as of the date of reentry; or at Landlord's option
in lieu thereof, Tenant shall pay the amount of the rent and
additional rent reserved under this Lease at the times herein
stipulated for payment of rent and additional rent for the
balance of the term, less any amount received by Landlord
during such period from others to whom the premises may be
rented on such terms and conditions and as such rentals as
Landlord, in its sole discretion, shall deem proper; and (iv)
any other damages recoverable by law. In the event Landlord
brings any action against Tenant to enforce compliance by
Tenant with any covenant or condition of this Lease, including
the covenant to pay rent, and it is judicially determined that
Tenant had defaulted in performing or complying with any such
covenant or condition, then and in such event, Tenant shall pay
to Landlord all costs and expenses incurred by Landlord in
bringing and prosecuting such action against Tenant, including
a reasonable attorney's fee not to exceed 15%.
Remedies Section 25. No mention in this Lease of any specific right
Cumulative or remedy shall preclude Landlord from exercising any other
right or from having any other remedy or from maintaining any
action to which it may otherwise be entitled either at law or
in equity; and the failure of Landlord to insist in any one or
more instances upon a strict performance of any covenant of
Tenant under this Lease or to exercise any option or right
herein contained shall not be construed as a waiver or
relinquishment for the future of such covenant, right or
option, but the same shall remain in full force and effect
unless the contrary is expressly waived in writing by Landlord.
Taxes on Section 26. Tenant shall be responsible for and shall pay
Leasehold any taxes or assessments levied or assessed during the term of
this Lease against any leasehold interest of Tenant or personal
property or trade fixtures of Tenant of any kind, owned by
Tenant or placed in, upon or about the Premises by Tenant.
Successors Section 27. Except as herein provided, this Lease and the
and Assigns covenants and conditions herein contained shall inure to the
benefit of and be binding upon Landlord, its successors and
assigns, and shall be binding upon Tenant, its successors and
assigns, and shall inure to the benefit of Tenant and only such
assignees of Tenant to whom an assignment by Tenant has been
consented to in writing by Landlord. In the event more than one
person, firm or corporation is
11
named herein as Tenant, the liability of all parties named
herein as Tenant shall be joint and several.
In the event Landlord's interest under this Lease is
transferred or assigned and written notice thereof is given to
Tenant, the Landlord herein named for any subsequent assignee
or transferee of Landlord's interest under this Lease who gives
such notice to Tenant shall automatically be relieved and
released from and after the date of such transfer or conveyance
from all liability hereunder except with respect to liability
to refund or return to Tenant any security deposit deposited by
Tenant with Landlord hereunder. Further, the liability of
Landlord, its successors and assigns, under this Lease shall at
all times be limited solely to Landlord's interest in the land
and improvements comprising the Business Center and in the
event the owner of Landlord's interest in this Lease is at any
time a partnership, joint venture or unincorporated
association, Tenant agrees that the members or partners of such
partnership, joint venture or unincorporated association shall
not be personally or individually liable or responsible for the
performance of any of Landlord's obligations hereunder.
Entire Section 28. This Lease contains the entire agreement
Agreement between the parties hereto; and any agreement hereafter or
heretofore made shall not operate to change, modify, terminate
or discharge this Lease in whole or in part unless such
agreement is in writing and signed by each of the parties
hereto. Landlord has made no representations or promises with
respect to the Premises except as are herein expressly set
forth.
Notices Section 29. All notices from Tenant to Landlord, including
the payment of rent and other charges, required or permitted by
any provision in this Lease, shall be hand delivered or sent by
registered or certified mail, return receipt requested to:
All notices from Landlord to Tenant so required or
permitted shall be hand delivered or sent by registered or
certified mail, return receipt requested, to Tenant at the
demised premises.
Either party may, at any time, or from time to time,
designate in writing a substitute address for that above set
forth, and thereafter all notices to such party shall be sent
in accordance with the above.
Severability Section 30. (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 thereon as successive
periodic sums shall mature or be due hereunder, and it is
further agreed that failure to include in any suit or action
any sum or sums then matured or due shall not be a bar to the
maintenance of any suit or action for the recovery of said sum
or sums so omitted; and Tenant agrees that it will not in any
suit or
12
suits brought or arising under this Lease for a matured sum for
which judgment has not previously been obtained or entered,
plead, rely on or interpose the defenses of res adjudicata,
former recovery, extinguishment, merger, election of remedies
or other similar defense as a default to said suit or suits.
(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 this Lease shall not be affected
thereby but shall remain in full force and effect.
Governing Law Section 31. This Lease was made in the State of Maryland
and shall be governed by and construed all respects in
accordance with the laws of the State of Maryland.
Miscellaneous Section 32. (a) As used in this Lease, and where the
context requires: (1) the masculine shall be deemed to include
the feminine and neuter and vice-versa, and (2) the singular
shall be deemed to include the plural and vice-versa.
(b) Landlord and Tenant do hereby waive trial by jury
in any action, proceeding or counterclaim brought by either of
the parties hereto against the other on any matters whatsoever
arising out of or in any way connected with this Lease, the
relationship of Landlord and Tenant, Tenant's use or occupancy
of the Premises, and/or any claim of injury or damage, and any
emergency statutory or any other statutory remedy.
(c) The parties agree that this is a lease of
property to be used exclusively for a business, commercial,
industrial, or mercantile purpose as distinguished from
residence purposes as provided in Real Property Article,
Section 8-110 of the Annotated Code of Maryland and that this
Lease and the rents herein reserved are not subject to
redemption.
(d) The Tenant hereby expressly waives any and all
rights of redemption granted by or under any present or future
laws in the event of the Landlord obtaining possession of the
Premises by reason of the violation or breach by the Tenant of
any of the covenants or conditions of this Lease.
Injury From Section 33. Landlord, in the absence of negligence on its
Leakage, Etc. part or that of its servants, agents or employees, shall not be
responsible for or liable to (and is hereby exculpated from)
the tenant or any other person or party for any loss or damage
to the Premises, or to persons upon the Premises or to
property, goods, fixtures, equipment, merchandise and other
chattels upon the Premises (whether owned by the Tenant or by
others) from any reason or cause, including, without
limitation, fire, explosion, falling plaster, condensation,
dampness, steam, gas, electricity, water, rain, snow, ice,
wind, or other acts of god or leaks from any part of the
Premises, interior or exterior, including, without limitation,
the roof or its utility systems and their lines, parts and
components. Tenant shall indemnify, save and hold the Landlord,
and its agents, servants and employees,
13
harmless against all such claims of loss and damage, including
without limitation, and possible subrogation claim by Tenant's
insurance carriers.
Recording Section 34. In the event Landlord elects to record this
Lease or a Memorandum of this Lease, Tenant agrees to execute
said Memorandum of Lease, if Landlord so requests, which cost
shall be the responsibility of the Landlord.
Brokerage Section 35. Landlord covenants and agrees that it is
responsible for payment of all real estate commissions to KLNB,
Inc., if any, resulting from this transaction and to hold
Tenant harmless from all claims for any real estate commissions
resulting herefrom.
One (1) Rider, consisting of one ( l ) page, is attached hereto, and made a
part hereof.
IN WITNESS WHEREOF, Landlord and Tenant have respectively signed and sealed
this Lease as of the day and year first above written.
WITNESS OR ATTEST: LANDLORD:
/s/ Xxxxx X. Xxxxxx /s/ Xxxx Xxxxx Xxxxxxxxxx
------------------------- --------------------------------------
Xxxxx X. Xxxxxx Xxxx Xxxxx Xxxxxxxxxx
Xxxxxx Group Ltd. Partnership
/s/ BY: /s/ Xxxxxx Xxxxxx. Gen Pt. (SEAL)
------------------------- --------------------------------------
TENANT:
--------------------------------------
Chesapeake Federal Savings &
Loan Association
/s/ Xxxxxxx X. Xxxxx, Xx. BY: /s/ R. Xxxxxx Xxxxxxxxx, President (SEAL)
------------------------- --------------------------------------
14
RIDER TO LEASE DATED , 1997
-----------------
BETWEEN Xxxxxx Group Limited Partnership,
Xxxxx & Xxxx Xxxxx Xxxxxxxxxx, LANDLORD, AND
Chesapeake Federal Savings & Loan, TENANT
The following new Section is hereby added to the Lease:
36. Renewal Option(s). If Tenant is not then in default under this
Lease or any of the provisions hereof, Tenant may extend the term of this Tease
for two (2) additional successive period(s) of five (5) year(s) each, by
notifying Landlord in writing of its intention to do so at least one hundred
eighty (180) days prior to the expiration of the ten current term. Each such
renewal term shall be under the same terms and conditions as are herein set
forth except that the annual rental for each succeeding renewal term shall be
adjusted as follows:
The first, five (5) year optional basic yearly rental during the
option shall be $20,160 paid monthly.
The second, five (5) year optional basic yearly rental during the
option shall be $22, 579.
37. Early Termination. Tenant, if not in default, shall have the
one-time right to terminate this lease at the end of the three (3) years of the
original term given the following conditions:
(a) Tenant shall give six (6) months' notice of intention to exercise
right, (b) Deliver with notice, an early termination fee of $4,500 to
Landlord.
There shall be no addition right to renew or extend this Lease except as
provided herein.
The provisions of the foregoing Rider are hereby approved and accepted.
WITNESS:
WITNESS:
/s/ Xxxxx X. Xxxxxx BY: /s/ Xxxx Xxxxx Xxxxxxxxxx (SEAL)
---------------------- --------------------------
Landlord
Xxxxxx Group Ltd. Partnership
/s/ /s/ Xxxxxx Xxxxxx Gen PT. (SEAL)
---------------------- ----------------------------
Chesapeake Federal Savings &
Loan Association
