1
EXHIBIT 10.11
SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT ("Sublease") is made and entered into as of the
1st day of May, 1992, by and between CENTURY BANCSHARES, INC., a Delaware
corporation, hereinafter called "Sublessor," and CENTURY NATIONAL BANK, a
national banking association, hereinafter called "Sublessee."
W I T N E S S E S T H:
WHEREAS, by Lease dated the 14th of January, 1982, The Square 106
Associates, a District of Columbia joint venture, hereinafter called "Lessor",
leased to Sublessee, Sublessor's predecessor in interest, approximately 3,895
square feet of rentable area on the ground floor of the office building
situated at 0000 Xxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000 (said premises
hereinafter referred to as the "Ground Floor Demised Premises" and said
building hereinafter referred to as the "Building");
WHEREAS, by Lease Addendum No. 1 dated the 14th of March, 1984, Lessor
leased to Sublessee additional rentable area in the Building comprising
approximately 5,038 of square feet of rentable area on the metro level of the
Building;
WHEREAS, by Lease Addendum No. 2 dated the 18th day of December, 1991,
Lessor leased to Sublessee approximately 248 square feet of additional rentable
area on the metro level of the Building (said Lease, Lease Addendum No. 1 and
Lease Addendum No. 2 hereinafter collectively referred to as the "Lease");
WHEREAS, by Lease Addendum No. 3 dated the 12th day of February, 1992,
Sublessor, the successor to Sublessee and having assumed all of Sublessee's
interests, rights and obligations under
2
the Lease, extended the term of the Lease with respect to the Ground Floor
Demised Premises for a period of ten (10) years commencing on May 1, 1992 and
expiring on April 30, 2002, and extended the term of the Lease with respect to
the total rentable area on the metro level of the Building leased by Sublessor
totaling approximately 5,286 square feet (said premises hereinafter referred to
as the "Metro Level Demised Premises") for a period of five (5) years
commencing on May 1, 1992 and expiring on April 30, 1997 (the Lease and said
Lease Addendum No. 3 hereinafter collectively referred to as the "Master
Lease");
WHEREAS, Sublessor desires to sublease to Sublessee approximately 3,755
square feet of the rentable area on the Ground Floor Demised Premises and
approximately 5,286 square feet of the rentable area on the Metro Level Demised
Premises (said subleased premises hereinafter collectively referred to as the
"Subleased Premises") which Subleased Premises are crosshatched on Exhibit A
attached hereto; and
WHEREAS, Sublessor and Sublessee desire to reflect formally their
understanding and agreement whereby the Subleased Premises shall be subleased;
NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and intending to be legally bound, the parties hereto do
hereby mutually agree as follows:
1. Subleased Premises. Subject to and upon the terms and conditions
set forth herein, Sublessor hereby subleases unto Sublessee the Subleased
Premises.
2. Term. The term of this Sublease shall commence on the first day
of May, 1992 ("Commencement Date"), and shall expire on the date thirty (30)
days after written notice of
-2-
3
termination is given by Sublessor to Sublessee or by Sublessee to Sublessor;
provided, however, that subject to the option of the Sublessee to extend the
period of this Sublease in accordance with Paragraph 6 hereof, the term of this
Sublease shall not extend, with respect to the portion of the Subleased
Premises within the Ground Floor Demised Premises, beyond the 29th day of
April, 2002, and with respect to the portion of the Subleased Premises within
the Metro Level Demised Premises, beyond the 29th day of April, 1997.
3. Use. Sublessor will use and occupy the Subleased Premises
solely for the purpose of operating a bank and general office purposes. The
Subleased Premises will not be used for any other purposes without the prior
written consent of Sublessor.
4. Base Rent.
A. Beginning on the Commencement Date, and continuing throughout the
term of this Sublease, Sublessee hereby agrees and promises to pay monthly in
advance to Sublessor for the portion of the Subleased Premises within the
Ground Floor Demised Premises, without demand therefor and without deduction or
setoff, at Sublessor's address as provided herein, and Sublessor hereby agrees
to accept, base rent as follows:
Period Monthly Rent
------ ------------
May 1, 1992 through April 30, 1997 $12,309.01
May 1, 1997 through March 31, 2002 $13,907.59
April 1, 2002 through April 29, 2002 $13,259.84
-3-
4
In the event that Sublessee exercises its option to extend the term of this
Sublease under Paragraph 6 hereof, monthly base rent for the term so extended
shall be adjusted in accordance with the provisions of Paragraph 6 hereof.
B. Beginning on the Commencement Date, and continuing throughout the
term of this Sublease, Sublessee hereby agrees and promises to pay monthly in
advance to Sublessor for the portion of the Subleased Premises within the Metro
Level Demised Premises, without demand therefor and without deduction or
setoff, at Sublessor's address as provided herein, and Sublessor hereby agrees
to accept, rent as follows:
Period Monthly Rent
------ ------------
May 1, 1992 through March 31, 1997 $10,131.50
April 1, 1997 through April 29, 1997 $ 9,659.62
In the event that Sublessee exercises its option to extend the term of this
Sublease under Paragraph 6 hereof, monthly base rent for the term so extended
shall be adjusted in accordance with the provisions of Paragraph 6.
5. Additional Rent. Throughout the term of this Sublease, Sublessee
agrees and promises to pay to Sublessor, as additional rent hereunder, within
ten (10) days after receipt of Sublessor's statement therefor, and without
deduction or setoff, its pro rata share of expenditures incurred by Sublessor
pursuant to sections in the Master Lease entitled "Rental Escalation for
Increases in Expenses." For all purposes hereof, Sublessee's pro rata share
shall be deemed to be 98.50%.
-4-
5
6. Option to Extend. In the event that Sublessor exercises any of
its options under the Master Lease to extend the term of the Master Lease with
regard to the Ground Floor Demised Premises and/or the Metro Level Demised
Premises, Sublessor shall serve upon Sublessee written notice of Sublessor's
exercise any such option to extend within thirty (30) days of such exercise,
and Sublessee shall have the option to extend the term of this Sublease for the
term of the extension period granted to Sublessor under the Master Lease less
one day. Sublessee may exercise any such option to extend only by serving on
Sublessor, no later than thirty (30) days after receipt from Sublessor of
notice of Sublessor's exercise of its option(s) to extend under the Master
Lease, written notice of Sublessee's intent to exercise its option to extend.
The monthly base rent and additional rent for the term of this Sublease
as so extended shall be determined by Sublessor and Sublessee based on the
rental payable by Sublessor determined in accordance with sections in the
Master Lease entitled "Options to Extend."
7. Acceptance of Subleased Premises. Sublessee accepts the
Subleased Premises from Sublessor in an "as is" condition and agrees not to
make any improvements, additions, changes or modifications in or to the
Subleased Premises during the term hereof without the prior written consent of
Sublessor.
8. Sublessor's Liability. Sublessor does not agree to perform or
assume any obligations of Lessor under the provisions of the Master Lease, but
shall exercise due diligence in attempting to cause Lessor to perform its
obligations under the Master Lease for the benefit of Sublessor and Sublessee.
-5-
6
9. Sublessee's Indemnity of Sublessor. Sublessee agrees to
indemnify and hold harmless Sublessor from all damages resulting from any
default of Sublessee under this Sublease. If Sublessee defaults in its
obligations under this Sublease and Sublessor pays any sums due or performs any
of Sublessee's other obligations or duties under this Sublease in order to
prevent Sublessor from being in default under the terms of the Master Lease,
Sublessee shall immediately reimburse Sublessor for the amount of such sums and
all other costs incurred by Sublessor in fulfilling Sublessee's obligations
under this Sublease together with interest on such sums at the interest rate of
twelve percent (12%) per annum.
10. Sublessor Remedies Against Sublessee. In the event Sublessee
defaults under the terms of this Sublease, Sublessor shall have all of the
rights and remedies against the Sublessee that are available by law and those
reserved by Lessor in the Master Lease in the event of a default by Sublessor
thereunder. These rights and remedies include, without limitation,
Sublessor's right to proceed to recover possession of the Subleased Premises
from the Sublessee under and by virtue of the provisions of the laws of the
District of Columbia or by such other proceedings, including re-entry and
possession, as may be applicable.
11. Master Lease. This Sublease is subject to all of the terms and
provisions of the Master Lease and Sublessee shall not suffer any act or
omission which will violate any of the provisions of the Master Lease. To the
extent the Master Lease does not conflict with the terms and conditions of this
Sublease, the Master Lease is hereby incorporated into this Sublease by
reference as if fully set forth herein, and Sublessee hereby promises Sublessor
to perform all of the obligations of Sublessor
-6-
7
to Lessor under the Master Lease and agrees to be bound by the terms and
conditions of the Master Lease to the extent they are not expressly modified or
limited by the terms of this Sublease and to the extent that they apply to the
Subleased Premises. However, Sublessee in no way assumes or promises Lessor to
perform any of the obligations of Sublessor to Lessor under the Master Lease.
In the event the Master Lease terminates, this Sublease shall automatically
terminate and the parties shall be relieved from all liabilities and
obligations under this Sublease.
12. Surrender of the Premises Upon Termination of this Lease. Upon
termination of this Sublease, Sublessee shall surrender the Subleased Premises
and all improvements thereon and therein which have been made by Sublessee to
Sublessor in accordance with the terms of the Master Lease.
13. Assignment/Sublease. Sublessee shall not assign this Sublease nor
sublet the Subleased Premises in whole or in part, and shall not permit
Sublessee's interest in this Sublease to be vested in any third party by
operation of law or otherwise.
14. Notices. All notices or other communications hereunder shall be
in writing and shall be deemed duly given if delivered in person, or by
certified or registered mail, return receipt requested, postage prepaid, (1) if
to Sublessor, at 0000 Xxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, Attention:
Chairman, and (3) if to Sublessee, at 0000 Xxx Xxxxxx, X.X., Xxxxxxxxxx, X.X.
00000, Attention: President. The party to receive notices and the place notices
are to be sent for Sublessor or Sublessee may be changed by notice given
pursuant to the provisions hereof.
-7-
8
15. Miscellaneous.
A. Nothing herein shall be deemed or construed by the parties hereto
or by any third party as creating the relationship of principal-agent,
partnership or joint venture between any of the parties hereto.
B. The headings of the several paragraphs contained herein are for
convenience only and do not define, limit or construe the contents of such
paragraphs.
C. Sublessee represents that it has read and is familiar with all of
the terms of the Master Lease.
D. Words of any gender used in this Sublease shall be held and
construed to include any other gender and words in the single number shall be
held to include the plural, unless the context requires otherwise.
E. This Sublease, together with the terms of the Master Lease
incorporated herein and Exhibit A attached hereto and made a part hereof,
contain the entire agreement between the parties and this Sublease may be
modified or amended only by a written agreement executed by the parties hereto.
F. This instrument shall be binding upon and inure to the benefit to
all of the parties hereto, their successors, legal representatives, and (to the
extent permitted hereunder) assigns.
IN WITNESS WHEREOF, Sublessor and Sublessee have caused this Sublease to
be signed in their names under seal by their duly authorized officers and
deliveredd as their act and deed, intending to be legally bound by its terms
and provisions.
-8-
9
SUBLESSOR:
ATTEST: CENTURY BANCSHARES, INC.
/s/ XXXXXXX X. XXXXXXX /s/ XXXXXX X. XXXXXXXXX
---------------------------- ----------------------------
Name: Xxxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxxxx
Title: Secretary Chairman
(Corporate Seal)
SUBLESSEE:
ATTEST: CENTURY NATIONAL BANK
/s/ XXXXXXXX XXXXXX /s/ XXXXXX X. XXXXXX
---------------------------- ----------------------------
Name: Xxxxxxxx Xxxxxx Name: Xxxxxx X. Xxxxxx
Title: Vice President Title: President
(Corporate Seal)
-9-
10
DISTRICT OF COLUMBIA to wit:
I, Xxxxx Xxxx Xxxxxxxx, notary public in and for the aforesaid
jurisdiction, do hereby certify that Xxxxxx X. Xxxxxxxxx, who is personally
well known to me as the person who executed the foregoing and annexed Sublease
dated as of the 1st day of May, 1992, on behalf of the Sublessor, to
acknowledge the same, personally appeared before me in said jurisdiction and
acknowledged said Sublease to be the act and deed of Century Bancshares, Inc.
and delivered the same as such.
Given under the hand and seal this 12th day of August, 1992.
/s/ XXXXX XXXX XXXXXXXX
-----------------------------------
Notary Public, District of Columbia
My commission expires: May 14, 1994.
------------
-00-
00
XXXXXXXX XX XXXXXXXX to wit:
I, Xxxxx Xxxx Xxxxxxxx, a notary public in and for the aforesaid
jurisdiction, do hereby certify that Xxxxxx X. Xxxxxx who is personally well
known to me as the person who executed the foregoing and annexed Sublease dated
as of the 1st day of May, 1992, on behalf of the Sublessee, to acknowledge the
same, personally appeared before me in said jurisdiction and acknowledged said
Sublease to be the act and deed of Century National Bank and delivered the same
as such.
GIVEN under the hand and seal this 12th day of August, 1992.
/s/ XXXXX XXXX XXXXXXXX
-----------------------------------
Notary Public, District of Columbia
My commission expires: May 14, 1994.
------------
-11-
12
EXHIBIT "A"
[Two pages, each bearing a drawing by Xxxxxx Xxxx Co. depicting "International
Square," bordered by Eye St., 19th St., K St. and 18th St., and identifying
with cross hatches the Subleased Premises on the Ground Floor and Metro Level,
respectively].
-12-
