EXHIBIT 10.1
X.X. XXXXXXX REAL ESTATE, INC.
0000 XXXXXXX XXXXXXX, XXXXX 000
XXXXXXX, XXXXXXXX 00000
Phone (000) 000-0000
On 7 day of July, 2004;
THIS LEASE is entered into by and between Ridgely I, LLC (hereinafter
"Landlord") and Old Line Bank (hereinafter "Tenant"), for the term, at the
rental and subject to and upon all of the terms, covenants and agreements
hereinafter set forth.
1. PREMISES
1.1 PREMISES. Landlord hereby leases to Tenant and Tenant hereby rents
from Landlord those certain Premises located at 1641 Rt 3 North, situated in
the City of Crofton, County of Xxxx Arundel, State of Maryland as shown on
Exhibit A hereto. The Premises are approximately 37.5 feet in frontage by 68
feet in depth, containing approximately 2420 square feet of floor area.
Landlord hereby lets and demises unto Tenant, and Tenant hereby rents,
hires and takes of and from Landlord, for the term, upon the provisions,
covenants and conditions herein set forth, that certain building or portion of a
building (herein referred to as the "Premises"), located within the area
delineated in red on Exhibit "A" hereof, entitled "Description of Premises". The
Premises are situated on a portion of that certain real property (herein
referred to as the "Office and Retail Center") situated in the County of Xxxx
Arundel, State of Maryland, and are located within the Office and Retail Center
as depicted on Exhibit "C" hereof, entitled "Plot Plan". Copies of the aforesaid
Exhibit "A" and "C" are attached hereto, incorporated herein, and by this
reference made a part of this Lease. Landlord makes no representations or
warranties of any kind or nature as to the size, location, or time of
construction of any structures (other than the Premises) shown on Exhibit "A".
Landlord hereby reserves the right at any time and from time to time to make
alterations or additions to the Premises, to build additional stories on the
building in which the Premises are contained, and to build adjoining the same,
and to install, maintain, use, repair and replace, pipes, ducts, conduits and
wires, leading through, under or over the premises, in locations serving other
parts of the Office and Retail Center, which will not commercially interfere
with Tenant's use of the Premises. Landlord also reserves the right to enlarge
the area of the Office and Retail Center by acquisition or leasehold, to
construct other buildings or improvements in the Office and Retail Center,
from time to time, to make alterations thereof or additions thereto, to build
additional stories on any such building or buildings, to build adjoining same,
and to construct doubledeck, subterranean or elevated parking facilities.
It is understood and agreed that the depiction of the Office and Retail
Center in Exhibit "C" hereof, and the location of the Premises in the Office and
Retail Center as shown on Exhibit "A" hereof, shall be subject to such changes
as may be certified by Landlord's architect as necessary for engineering or
architectural purposes for the construction of other improvements to be
constructed hereon. Any such changes so certified shall not invalidate this
Lease, and the description and location of the Premises as set forth in Exhibits
"C" and "A" hereof, respectively, shall be deemed to have been expressly
modified and amended herein in accordance with such changes.
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1.2 IMPROVEMENTS. The obligations of Tenant to perform the work and supply
material and labor to prepare the Premises for occupancy are set forth in detail
in Exhibit B hereto. Tenant shall expend all funds and do all acts required of
them in Exhibit B and shall have the work performed promptly and diligently in a
first-class workmanlike manner. Any work to be performed by Landlord, if any,
shall be shown on Exhibit B.
The Landlord shall complete certain interior improvements which shall
include the HVAC system with trunk duct line. The Landlord shall further provide
a 200 amp electrical panel, fire rated party walls with a prime coat of paint,
finished concrete floors and fire rated barrier at ceiling. All fire rating
shall be in accordance with Xxxx Arundel County Code. Landlord shall further
install a one-half bath, one front entrance door and one rear exit door. The
cost of all other interior improvements, including labor and material, shall be
borne by the Tenant and installed at the Tenant's direction in a first-class
workmanlike manner. These improvements shall include, but are not limited to,
floor covering, drop ceiling, interior partitioning, wall covering, additional
plumbing, electrical or HVAC duct system or equipment. See Page 2B
2. TERM * See Below
The lease term shall be ten (10) full calendar years, plus the partial
year in which the rental commences. The parties hereto acknowledge that certain
obligations under various provisions hereof may commence prior to the lease term
(for example, construction, indemnity, liability insurance, and others), and
the parties agree to be bound by such provisions prior to the commencement of
the lease term.
3. BASE RENT
Tenant agrees to pay to Landlord as Base Rent, without notice or demand,
the monthly sum of Six Thousand Three Hundred Fifty-Two & 50/100 ($ 6,352.50)
in advance on or before the first day of each and every month during the term
hereof, except: that the first month's rent shall be paid upon the execution of
this Lease. The rental shall commence (check applicable box):
___ On , if the Premises are being leased in their "as is" condition or
subject to such incidental work as is to be performed by Landlord prior to said
date (this work, if any, to be set forth in the attached Exhibit B and in this
latter event, the rental shall commence on said date only if Landlord shall have
completed said work).
x 120 days after completion of Landlord's work as set forth in the attached
Exhibit B or when the Tenant opens for business whichever is sooner. Landlord
agrees that it will, at its sole cost and expense and as soon as is reasonably
possible, commence and pursue to completion the improvements to be erected by
Landlord as shown on the attached Exhibit B. The term "substantial completion of
the Premises" shall mean the date on which Landlord notifies Tenant in writing
that the Premises are substantially complete to the extent of Landlord's work
specified in Exhibit B, with the exception of the work that Landlord cannot
complete until Tenant performs necessary portions of its work or notifies
Landlord of the selection of certain of its choices, if applicable. Tenant shall
commence the installation of its fixtures and equipment; and any of Tenant's
Work as set forth in Exhibit B, promptly upon substantial completion of
Landlord's Work in the Premises and shall diligently prosecute such installation
to completion and shall open the Premises for business not later than the
expiration of said ten day period. See Page 2A
* This Lease will automatically renew for three (3) additional terms
of five (5) years unless the bank gives notice of its intention to allow
the Lease to expire no less than 180 days prior to the end of the initial
term or any renewed term. All terms and conditions of the original lease
to continue in full forge and effect during any renewal term.
Landlord and Tenant acknowledge that the premises that are the subject of this
Lease Agreement are subject to construction and expect a commencement date of
approximately February 1, 2005. All Parties acknowledge that the commencement
date is subject to the construction schedule of the addition to an existing
shopping center that can vary substantially based on weather, permitting,
engineering and contractors. Under any circumstances, the lease shall not
commence until the Landlord has completed the Landlord's construction of the
addition as well as any other Landlord work required under the lease agreement,
and the Tenant has opened for business.
If the premises are not fully ready for the Tenant to open for business by
December 31, 2005, at the latest, the Tenant at it's sole option, shall have the
right to terminate this lease without any responsibility to the Landlord.
If Landlord has not obtained the building permit for the construction of the
premises by August 1, 2005, either Party may terminate this Lease Agreement by
giving the other written notice.
This Lease is conditioned upon the approval of it by the Board of Directors of
Old Line Bancshares Inc., and all Regulatory Approval required by State and
Federal law, on or before Nov 1, 2004.
2A
Landlord will install a drive through canopy and curb. Tenant will be
responsible for any teller window, mechanical equipment and tubing for the use
of the space described in the lease agreement. Tenant shall have the right to
install an ATM banking machine at the location shown on the attached plat, as
per the terms contained in Exhibit D.
2B
Rent for any period which is for less than one (1) month shall be a
prorated portion of the monthly installment herein based upon a thirty (30) day
month. Said rental shall be paid to Landlord, without deduction or offset, in
lawful money of the United States of America and at such place as Landlord may
from time to time designate in writing.
5. RENTAL ADJUSTMENTS.
5.1 REAL ESTATE TAXES.
In case of any increase, in any tax year during the term of this lease, of
the taxes on the land, buildings or improvements payable by the Landlord with
respect to the building in which the leased premises are located (by increase in
assessment or in tax rate or special assessment) over the amount of such taxes
due and payable in the 2004/2005 tax year, then the Tenant shall pay the
Landlord as additional rent, within thirty (30) days after such tax or
installment thereof shall be due and payable by the Landlord, an amount equal to
the tax increase multiplied by a fraction, the numerator of which shall be the
number of square feet of floor space in the leased premises and the denominator
of which shall be the total number of square feet in said building. In the event
the office of County Assessor does not fully assess the building in which
demised premises are located for the tax year 2004/2005 as aforestated, the
Tenant's increase in taxes shall not become effective until there is an increase
in taxes over and above the first year for which there is a full assessment or
both land and improvements. This amount shall not be part of the base rent for
purposes of the Base Rent Adjustment.
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5.2 BASE RENT ADJUSTMENT.
Upon each anniversary date of the commencement of the rental payments of
this Lease, the Base Rent shall be changed to reflect an increase of 2.5% over
the previous year's base rental rate.
5.3 OTHER CHARGES.
In addition to the rental otherwise provided in this Lease, and as of the
commencement of the obligation to pay Base Rent, Tenant shall pay to Landlord
the following items, herein called Adjustments, that percentage of the total
cost of the following items as Tenant's total floor area bears to the total
floor area of the Office and Retail Center:
(i) All coats to supervise and administer, maintain and operate
parking lot lighting.
(ii) Any parking charges, utilities surcharges, or any other costs
levied, assessed or imposed by or at the direction of or resulting from statutes
or regulations or interpretations thereof, promulgated by any governmental
authority in connection with the use or occupancy of the Premises or the parking
facilities serving the Premises.
6. PERSONAL PROPERTY TAXES
Tenant shall pay before delinquency all taxes, assessments, license fees
and public charges levied, assessed or imposed upon or measured by the value of
its business operation or its furniture, fixtures, leasehold improvements,
equipment and other property of Tenant at any time situated on or installed in
the Premises by Tenant. If at any time during the term of this Lease any of the
foregoing are assessed as a part of the real property of which the Premises are
a part, Tenant shall pay to Landlord upon demand the amount of such additional
taxes as may be levied against said real property by reason thereof as
reasonably apportioned by Landlord.
7. USE
7.1 USE. Tenant shall use the Premises for Banking.
7.2 SUITABILITY. Tenant acknowledges that neither Landlord nor any agent
of Landlord has made any representation or warranty with respect to the premises
of the suitability of the premises or
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the Office and Retail Center for the conduct of Tenant's business, nor has
Landlord agreed to undertake any modification, alteration or improvement to the
Premises except as provided in this Lease. The taking of possession of the
Premises by Tenant shall conclusively establish that the Premises were at such
time in satisfactory condition unless within fifteen (15) days after such date
Tenant shall give Landlord written notice specifying in reasonable detail the
respects in which the Premises or the building were not in satisfactory
condition.
7.3 USES PROHIBITED.
A. Tenant agrees that it will not use or permit any person to
use the Premises for a second-hand store, auction, distress or fire sale or
bankruptcy or going-out-of-business sale (whether or not pursuant to any
insolvency proceedings), or for any use or purpose in violation of any
governmental law or authority. Tenant shall at its sole cost and expense
promptly comply with all laws, statutes, ordinances and governmental rules,
regulations and requirements now in force or which may hereafter be in force and
with the requirements of any board of fire underwriters or other similar body
now or hereafter constituted relating to or affecting the condition, use or
occupancy of the Premises, excluding structural changes not relating to or
affecting the condition, use of occupancy of the Premises or not related or
afforded by Tenant's improvements or acts. The judgment of any court of
competent jurisdiction, the indictment by a Grand Jury or the State or Federal
Prosecution for any unlawful use of the premises or the admission of Tenant in
any action against Tenant, whether Landlord be a party thereto or not, that
Tenant has violated any law, statute, ordinance or governmental rule, regulation
or requirement, shall be conclusive of that fact as between Landlord and Tenant.
B. Tenant may not display or sell merchandise or allow carts,
portable signs, devices or any other objects to be stored or to remain outside
the defined exterior walls and permanent doorways of the Premises. Tenant
further agrees not to install any exterior lighting, amplifiers or similar
devices or use in or about the Premises any advertising medium which may be
heard or seen outside the Premises, such as flashing lights, searchlights,
loudspeakers, phonographs or radio broadcasts.
C. Tenant shall not do or permit anything to be done in or
about the Premises nor bring or keep anything therein which will in any way
increase the existing rate or affect any fire or other insurance upon the
Premises or any building of which the Premises may be a part or any of its
contents (unless Tenant shall pay any increased premium as a result of such use
or acts), or cause a cancellation of any insurance policy covering the Premises
or any building of which the Premises may be a part or any of its contents, nor
shall Tenant sell or permit to be kept, used or sold in or about the Premises
any articles which may be prohibited by a standard form policy of fire
insurance.
D. Tenant shall not do or permit anything to be done in or
about the Premises which will in any way obstruct or interfere with the rights
of other tenants or occupants of the building of which the Premises may be part
or any other building in the Office and Retail Center, or injure or annoy them,
or use or allow the Premises to be used for any unlawful or objectionable
purpose, nor shall Tenant cause, maintain or permit any nuisance in, on or about
the Premises. Tenant shall not commit or allow to be committed any waste in or
upon the Premises. Tenant shall keep the Premises in a clean and wholesome
condition, free of any pests, objectionable noises, odors or nuisances.
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8. UTILITIES
Tenant agrees to pay for all water, gas, power and electric current and
all other utilities supplied to the Premises. If any utilities are furnished by
Landlord, then the rates charged to Tenant shall not exceed those of the local
public utility company if its services were furnished directly to Tenant, and
shall not be less than its pro rata share of any jointly metered service as
reasonably determined by Landlord. Landlord shall not be liable in damages or
otherwise for any failure or interruption of any utility service being furnished
to the Premises.
9. MAINTENANCE AND REPAIRS; ALTERATIONS AND ADDITIONS; FIXTURES
9.1 MAINTENANCE AND REPAIRS
A. REPAIRS BY LANDLORD. Landlord shall repair and maintain the
structural portion of the Premises, including exterior walls and roof but
excluding windows, plate glass and doors, unless such maintenance or repair is
caused in whole or in part by the neglect, fault or omission of Tenant, its
agents, employees or invitees, or by unauthorized breaking and entering, in
which event Tenant shall pay to Landlord the cost of such maintenance and
repair. Landlord shall have no obligation to repair until a reasonable time
after the receipt by Landlord of written notice of the need for repairs. Unless
otherwise specifically provided in this lease, there shall be no abatement of
rent and no liability of Landlord by reason of any injury to or interference
with Tenant's business arising from the making of any repairs, alterations or
improvements in or to any portion of the Premises, the building or the Office
and Retail Center. Tenant waives the provisions of any law permitting Tenant to
make repairs at Landlord's expense. Landlord shall have no liability to Tenant
for any damage, inconvenience or interference with the use of the Premises by
Tenant as a result of performing any such work or by reason of
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undertaking the repairs required by Section 10.1A above.
B. REPAIRS BY TENANT. Tenant shall maintain in good order,
condition and repair the interior of the Premises, including all heating and
electrical equipment, any air conditioning equipment (and if there is an air
conditioning system, Tenant shall pay X. X. Xxxxxxx Real Estate, Inc. Property
Management for a service contract for repairs and maintenance of said system to
conform to the terms or requirements of any warranty which may be in effect) and
plumbing and sprinkle systems installed therein, and the improvements and
equipment installed by Tenant in the Premises, and shall replace all broken
glass, including plate glass and exterior show windows, and repair any broken
doors. Tenant shall make all other repairs, whether of alike or different
nature, except those which Landlord is specifically obligated to make under the
provisions of Section 10.1A above. Further, Tenant will insure the risk of the
maintenance of the plate glass and exterior show windows.
C. TENANT'S FAILURE TO MAINTAIN. In the event Tenant fails to
maintain the Premises in good order, condition and repair, Landlord shall give
Tenant notice to do such acts as are reasonably required so to maintain the
Premises. In the event Tenant fails promptly to commence such work or diligently
prosecute the same to completion, Landlord may but is not obligated to do such
acts and expend such funds at the expense of Tenant as are reasonably required
to perform such work. Any amount so expended by Landlord shall be paid by Tenant
promptly after demand with interest at twelve percent (12%) per annum from the
date of such work.
D. CONDITION UPON EXPIRATION OF TERM. Upon the expiration or
earlier termination of this Lease, Tenant shall surrender the Premises in good
broom clean condition, ordinary wear and tear and damage by causes beyond the
reasonable control of Tenant only excepted. Tenant shall indemnify Landlord
against any loss or liability resulting from delay by Tenant in so surrendering
the Premises including without limitation any claims made by any succeeding
tenant founded on such delay.
9.2 ALTERATIONS AND ADDITIONS
A. Tenant shall not make any alterations or additions to the
Premises without Landlord's prior written consent. All alterations, additions,
and improvements made by Tenant to or upon the Premises, except counters or
other removable trade fixtures, shall at once when made or installed be deemed
to have attached to the freehold and to have become the property of Landlord;
provided, however, if prior to termination of this Lease, or within fifteen (15)
days thereafter, landlord so directs by written notice to Tenant, Tenant shall
promptly remove the additions, improvements, fixtures, trade fixtures and
installations which were placed in the Premises by Tenant and which are
designated in said notice and shall repair any damage occasioned by such removal
and in default thereof Landlord may effect said removal and repairs at Tenant's
expense.
B. Before commencing any such work or construction in or about
the Premises, Tenant shall notify Landlord in writing of the expected date of
commencement thereof. Landlord shall have the right at any time and from time to
time to post and maintain on the Premises such notices as Landlord deems
necessary to protect the Premises and Landlord from mechanics' liens,
materialmen's liens, or any other liens.
9.3 INSTALLATION OF FIXTURES
It is mutually agreed that in order to expedite the
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commencement of Tenant's business in the Premises, Tenant may enter upon the
Premises for the purpose of installing trade fixtures and furnishings during the
construction period, provided that such activity on the part of Tenant shall be
done only in such manner as not to interfere with construction and that Landlord
shall not be liable to Tenant for damage to or loss of such fixtures, equipment
or furnishings, Tenant accepting the full risk for such damage or loss, if any.
Tenant shall pay for all utilities consumed by Tenant or its contractors in
preparing the Premises for the opening of Tenant's business.
9.4 JANITORIAL SERVICE
Tenant shall at his cost arrange for the interior cleaning of the
leased premises, including interior windows, dusting, waxing and/or carpet
cleaning. Tenant further shall provide and maintain a dumpster at the exterior
of the building or pay his proportionate share of the cost of a dumpster
provided by the Landlord. If Tenant does use the dumpster provided by the
Landlord, Tenant's costs for this service shall be paid monthly with the regular
rental payment and the cost shall be adjusted as the Landlord's costs are
adjusted by the company providing the dumpster service.
10. ENTRY BY LANDLORD
Landlord, its agents, employees, or mortgagee may enter the Premises at
all reasonable times for the purpose of exhibiting the same to prospective
purchasers or tenants, so long as it does not violate banking laws, Federal &
State laws.
Tenant hereby grants to Landlord such licenses or easements in and over
the Premises or any portion thereof as shall be reasonably required for the
installation or maintenance of mains, conduits, pipes or other facilities to
serve the Office and Retail Center or any part thereof.
Landlord, its agents and employees, shall have free access to the
Premises during all reasonable hours for the purpose of examining the same to
ascertain if they are in good repair and to make reasonable repairs which
Landlord may be required or permitted to make hereunder.
11. LIENS
Tenant shall keep the Premises and the property in which the Premises
are situated free from any liens arising out of any work performed, materials
furnished, or obligations incurred by or on behalf of Tenant.
12. INDEMNITY
12.1 INDEMNITY.
Tenant shall indemnify and hold harmless Landlord from and
against any and all claims arising from Tenant's use of the Premises or the
conduct of its business or from any activity, work, or thing done, permitted or
suffered by Tenant in or about the Premises, and shall further indemnify and
hold Landlord harmless from and against any and all claims arising from any
breach or default in the performance of any obligation on Tenant's part to be
performed under the terms of this Lease, or arising from any act or negligence
of Tenant or any of its agents, employees, guests or invitees, and from and
against all costs,
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attorney's fees, expenses and liabilities incurred in or about any such claim or
any action or proceeding brought thereon; and in case any action or proceeding
be brought against Landlord by reason of any such claim, Tenant upon notice from
Landlord shall defend the same at Tenant's expense by counsel reasonably
satisfactory to Landlord. Tenant, as a material part of the consideration to
Landlord, hereby assumes all risk of damage to property or injury to persons in,
upon or about the premises from any cause other than Landlord's negligence or
misconduct, and Tenant hereby waives all claims in respect thereof against
Landlord.
12.2 EXEMPTION OF LANDLORD FROM LIABILITY.
Except for the negligence or misconduct of Landlord, Landlord
shall not be liable for injury or damage which may be sustained by the person,
good, wares, merchandise or property of Tenant, its employees, invitees or
customers, or any other person in or about the Premises, caused by or resulting
from fire, steam, electricity, gas, water or rain, which may leak or flow from
or into any part of the Premises, or from the breakage, leakage, obstruction or
other defects of the pipes, sprinklers, wires, appliances, plumbing, air
conditioning or lighting fixtures, whether the damage or injury results from
conditions arising upon the Premises or upon other portions of the building of
which the Premises are a part, or from any other source. Landlord shall not be
liable for any damage arising from any act or neglect of any other tenant of the
Office and Retail Center.
13. LIABILITY INSURANCE
Tenant shall, at Tenant's expense, obtain and keep in force during the
term of this Lease a policy of comprehensive, public liability insurance
insuring Landlord and Tenant against any liability arising out of the ownership,
use, occupancy or maintenance of the Premises and all areas appurtenant thereto
in a combined single limit of not less than $1,000,000 for bodily injury and/or
property damage. The limits of such insurance shall not limit the liability of
Tenant hereunder. Tenant may provide this insurance under a blanket policy,
provided that said insurance shall have a Landlord's protective liability
endorsement attached thereto. If Tenant shall fail to procure and maintain said
insurance, Landlord may, but shall not be required to procure and maintain same,
but at the expense of Tenant. Insurance required hereunder shall be in companies
rated A+AAA or better in "Best's Insurance Guide". Tenant shall deliver to
Landlord, prior to right of entry, copies of policies of liability insurance
required herein or certificates evidencing the existence and amounts of such
insurance with loss payable clauses satisfactory to Landlord. No policy shall be
cancellable or subject to reduction or coverage. All such policies shall be
written as primary policies not contributing with and not in excess of coverage
which Landlord may carry.
14. DAMAGE OR DESTRUCTION
In the event the Premises are damaged by fire or other perils covered
by extended coverage insurance, Landlord agrees forthwith to repair them, and
this Lease shall remain in full force and effect, except that Tenant shall be
entitled to a proportionate reduction of the Base Rent from the date of damage
and while such repairs are being made, such proportionate reduction to be based
upon the extent to which the damage and making of such repairs shall reasonably
interfere with the business carried on by Tenant in the Premises. If the damage
is due to the fault or neglect of Tenant, its agents or employees, there shall
be no abatement of rent.
In the event the Premises are damaged as a result of any
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cause other than the perils covered by fire and extended coverage insurance, the
Landlord shall forthwith repair them provided the extent of the destruction is
less than ten percent (10%) of the then full replacement cost of the Premises.
In the event the destruction of the Premises is to an extent of ten percent
(10%) or more of the then full replacement cost, Landlord shall have the option
either (1) to repair or restore such damage, this Lease continuing in full force
and effect but the Base Rent to be proportionately reduced as above stated, or
(2) to give notice to Tenant at any time within sixty (60) days after such
damage, terminating this Lease as of the date specified in such notice, which
date shall be no more than thirty (30) days after the giving of such notice. In
the event of giving such notice, this Lease shall expire and all interest of
Tenant in the Premises shall terminate on the date so specified in such notice
and the Base Rent, reduced by a proportionate reduction as above stated, shall
be to the date of such termination.
Notwithstanding anything to the contrary contained in this Article,
Landlord shall have no obligation to repair, reconstruct or restore the Premises
when the damage resulting from any casualty covered under this Article occurs
during the last twenty-four (24) months of the term of this Lease or any
extension thereof. If fifty percent (50%) or more of the Office and Retail
Center is damaged by any cause even though the premises may not be affected,
Landlord may give notice to Tenant at any time within sixty (60) days after such
damage, terminating this Lease as of the date specified in such notice, which
date shall be no more than thirty (30) days after the giving of such notice
Landlord shall not be required to repair any injury or damage by fire or other
cause, or to make any repairs or replacements of any leasehold improvements,
fixtures, or other personal property of Tenant.
15. CONDEMNATION
If twenty-five percent (25%) or more of the Premises shall be taken or
appropriated by any public or quasi-public authority under the power of eminent
domain, either party hereto shall have the right, at its option, within sixty
(60) days after such taking or appropriation, to terminate this Lease upon
thirty (30) days' written notice to the other. If any part of the Premises are
so taken (and neither party elects to terminate as herein provided), the Base
Rent thereafter to be paid shall be equitably reduced. If any part of the Office
and Retail Center other than the Premises is so taken, Landlord shall have the
right, at its option, within sixty (60) days of said taking, to terminate this
Lease upon written notice to Tenant. In the event of any taking or appropriation
whatsoever, landlord shall be entitled to any and all awards and/or settlements
which may be given and Tenant shall have no claim against Landlord for the value
of any unexpired term of this Lease. Nothing contained herein, however, shall be
deemed to preclude Tenant from obtaining, or to give Landlord any interest in,
any award to Tenant for loss or damage to Tenant's trade fixtures and removable
personal property or for damage for cessation or interruption of Tenant's
business.
16. ASSIGNMENT AND SUBLEASE
Tenant shall not voluntarily or by operation of law assign, transfer,
mortgage or otherwise encumber all or any part of Tenant's interest in this
Lease or in the Premises, and shall not sublet or license all or any part of the
Premises, without the prior written consent of Landlord in each instance, and
any attempted assignment, transfer, mortgage, encumbrance, subletting or license
without such consent shall be wholly void. Without in any way limiting
Landlord's right to refuse to give such consent for any other reason or reasons,
Landlord reserves the right to refuse to give such consent if in Landlord's
sole discretion and
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opinion the quality of merchandising operation is or may be in anyway adversely
affected during the term of this Lease or the financial worth of the proposed
new tenant is less than that of the Tenant executing this Lease at the time of
such execution.
No subletting or assignment, even with the consent of Landlord, shall
relieve Tenant of its obligation to pay the rent and to perform all of the other
obligations to be performed by Tenant hereunder. The acceptance of rent by
Landlord from any other person shall not be deemed to be a waiver by Landlord of
any provision of this Lease or to be a consent to any assignment, subletting or
other transfer. Consent to one assignment, subletting or other transfer shall
not be deemed to constitute consent to any subsequent assignment, subletting or
other transfer. The covenants and conditions herein contained shall apply and
bind the heirs, successors, executors, administrators and assigns of Tenant. If
the Bank merges with another bank or in any way changes it's banking structure,
the successor entity shall have all rights under this Lease & the Landlord may
not object to an Assignment under this Lease.
17. WAIVER OF SUBROGATION
Landlord and Tenant hereby mutually waive their respective rights of
recovery against each other for any loss insured by fire, extended coverage and
other property insurance policies existing for the benefit of the respective
parties. Each party shall apply to its insurer to obtain said waivers and shall
secure any special endorsements if required by its insurer to comply with this
provision.
18. SUBORDINATION; ATTORNMENT; QUIET ENJOYMENT
18.1 SUBORDINATION.
This Lease shall be subordinate to all ground or underlying
leases which now exist or may hereafter be executed affecting the Premises or
the land upon which the Premises are situated or both, and to the lien of any
mortgages or deeds of trust in any amount or amounts whatsoever now or hereafter
placed on or against the land or improvements or either thereof, of which the
Premises are a part, or on or against Landlord's interest or estate therein, or
on or against any ground or underlying leases. Tenant agrees to execute any
further instruments which may be requested or required to evidence such
subordination. If any mortgagee, trustee or ground lessor shall elect to have
this Lease prior to the lien of its mortgage, deed of trust or ground lease, and
shall give written notice thereof to Tenant, this Lease shall be deemed prior to
such mortgage, deed of trust or ground lease, whether this Lease is dated prior
or subsequent to the date of said mortgage, deed of trust or ground lease or the
date of the recording thereof.
18.2 ATTORNMENT.
In the event any proceedings are brought for default under any
ground or underlying lease or in the event of foreclosure or the exercise of the
power of sale under any mortgage or deed of trust covering the Premises, Tenant
shall attorn to the Purchaser upon any such foreclosure or sale and recognize
such purchaser as the Landlord under this Lease, provided said Purchaser
expressly agrees in writing to be bound by the terms of this Lease.
18.3 QUIET ENJOYMENT.
Upon Tenant paying the rent reserved herein and observing and
performing all of the provisions on Tenant's part to be observed and performed
hereunder, including compliance with any Covenants, Conditions or Restrictions
affecting the Premises or the Office and Retail Center. Tenant shall have quiet
possession of the Premises during the entire term of this Lease, subject to
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all provisions hereof and of any such Covenants, Conditions or Restrictions, and
to the terms of any said ground or underlying lease, mortgage or deed of trust.
19. DEFAULT; REMEDIES
19.1 DEFAULT. The occurrence of any of the following shall constitute a
default and breach of this Lease by Tenant:
A. Any failure by Tenant to pay the rent or any other monetary sums
required to be paid hereunder (where such failure continued for five (5) days
after written notice by Landlord to Tenant);
B. The abandonment or vacating of the Premises by Tenant;
C. A failure by Tenant to observe or perform any other provision of
this Lease to be observed or performed by Tenant, where such failure continues
for thirty (30) days after written notice thereof by Landlord to Tenant;
provided, however, that if the nature of the default is such that the same
cannot reasonably be cured within said thirty (30) day period, Tenant shall not
be deemed to be in default if Tenant shall within such period commence such cure
and thereafter diligently prosecute the same to completion;
D. The making by Tenant of any general assignment or general
arrangement for the benefit of creditors; the filing by or against Tenant of a
petition to have Tenant adjudged a bankruptcy or of a petition for
reorganization or arrangement under any law relating to bankruptcy (unless, in
the case of a petition filed against Tenant, the same is dismissed within sixty
(60) days; the appointment of a trustee or receiver to take possession of
substantially all of Tenant's assets located at the Premises or of Tenant's
interest in this Lease, where possession is not restored to Tenant within thirty
(30) days; or the attachment, execution or other judicial seizure of
substantially all of Tenant's assets located at the Premises or of Tenant's
interest in this Lease, where such seizure is not discharged within thirty (30)
days.
19.2 REMEDIES. In the event of any such default or breach by Tenant,
Landlord may at any time thereafter, without limiting Landlord in the exercise
of any right or remedy at law or in equity which Landlord may have by reason of
such default or breach:
A. Maintain this Lease in full force and effect and recover the rent
and other monetary charges as they become due, without terminating Tenant's
right to possession, irrespective of whether Tenant shall have abandoned the
Premises. In the event Landlord elects not to terminate this Lease, Landlord
shall have the right to attempt to re-let the Premises at such rent and upon
such conditions and for such a term, and to do all acts necessary to maintain or
preserve the Premises, as Landlord deems reasonable and necessary, without being
deemed to have elected to terminate this Lease, including removal of all persons
and property from the Premises; such property may be removed and stored in a
public warehouse or elsewhere at the cost of and for the account of Tenant. In
the event any such re-letting occurs, this Lease shall terminate automatically
upon the new tenant taking possession of the Premises. Notwithstanding that
Landlord fails to elect to terminate this Lease initially, Landlord at any time
during the term of this Lease may elect to terminate this Lease by virtue of
such previous default of Tenant.
B. Terminate Tenant's right to possession by any lawful means, in
which case this Lease shall terminate and Tenant
12
shall immediately surrender possession of the Premises to Landlord. In such
event Landlord shall be entitled to recover from Tenant all damages incurred by
Landlord by reason of Tenant's default, including without limitation the
following: (i) The worth at the time of award of any unpaid rent which had been
earned at the time of such termination; plus (ii) the worth at the time of award
of the amount by which the unpaid rent which would have been earned after
termination until the time of award exceeds the amount of such rental loss that
is proved could have been reasonably avoided, plus (iii) the worth at the time
of award of the amount by which the unpaid rent for the balance of the term
after the time of award exceeds the amount of such rental loss that is proved
could be reasonably avoided; plus (iv) any other amount necessary to compensate
Landlord for all the detriment proximately caused by Tenant's failure to perform
his obligations under this Lease or which in the ordinary course of events would
be likely to result therefrom; plus (v) at Landlord's election, such other
amounts in addition to or in lieu of the foregoing as may be permitted from time
to time by applicable State law. Upon any such re-entry Landlord shall have the
right to make any reasonable repairs, alterations or modifications to the
Premises which Landlord in its sole discretion deems reasonable and necessary.
As used in (i) above, the "worth at the time of award" is computed
by allowing interest at the rate of eight percent(8%) per annum from the date of
default. As used in (ii) and (iii) above, the "worth at the time of award" is
computed by discounting such amount at the discount rate of the U.S. Federal
Reserve Bank at the time of award plus one percent (1%). The term "rent", as
used in this Section 20, shall be deemed to be the rent to be paid pursuant to
Section 3 and all other monetary sums required to be paid by Tenant pursuant to
the terms of this Lease.
19.3 LATE CHARGES. Tenant hereby acknowledges that late payment by Tenant
to Landlord of rent or other sums due hereunder will cause Landlord to incur
costs not contemplated by this Lease, the exact amount of which will be
extremely difficult to ascertain. Such costs include, but are not limited to,
processing and accounting expenses and late charges which may be imposed on
Landlord by the terms of any mortgage or deed of trust covering the Premises.
Accordingly, if any installment of rent or any other sum due from Tenant shall
not be received by Landlord or Landlord's designee within ten (10) days after
such amount shall be due, Tenant shall pay to Landlord a late charge equal to
five percent (5%) of such overdue amount. The parties hereby agree that such
late charge represents a fair and reasonable estimate of the costs that Landlord
would incur by reason of late payment by Tenant. Acceptance of such late charge
by Landlord shall in no event constitute a waiver of Tenant's default with
respect to such overdue amount, nor prevent Landlord from exercising any of the
other rights and remedies granted hereunder.
19.4 DEFAULT BY LANDLORD. Landlord shall not be in default unless Landlord
fails to perform obligations required of it within a reasonable time, but in no
event later than thirty (30) days after written notice by Tenant to Landlord. If
the nature of Landlord's obligation is such that more than thirty (30) days are
required for performance, then Landlord shall not be in default if Landlord
commences performance within such thirty (30) day period and thereafter
diligently prosecutes the same to completion.
20. PARKING AND COMMON AREAS
Landlord covenants certain common and parking areas shall be at all times
available for the non-exclusive use of Tenant during the full term of this
Lease, provided that the condemnation or other taking by any public authority,
or sale in lieu of
13
condemnation, of any or all of such common and parking areas shall not
constitute a violation of this covenant, and Landlord reserves the right to
close, if necessary, all or any portion of such common or parking areas to such
extent as may in the opinion of Landlord's counsel be legally necessary to
prevent a dedication thereof or the accrual of any rights of any person or of
the public therein; to close temporarily all or any portion of the common areas
to discourage non-customer use; to use portions of the common areas while
engaged in making additional improvements or repairs or alterations to the
Office and Retail Center; and to do and perform such other acts in, to, and with
respect to the common areas as Landlord shall reasonably determine to be
appropriate for the Office and Retail Center. Landlord further reserves the
right to increase or reduce the common areas and to change the entrances, exits,
traffic lanes and the boundaries and locations of such common and parking areas,
provided that no such modifications or changes shall commercially reduce the
total amount of the common or parking areas available under this Section, and so
long as it does not impact the Tenant's business. Tenant shall have a min. of 4
spaces close to it's premises designated for it's customers.
Landlord shall keep said parking and common areas in a neat, it's premise
clean and orderly condition and shall repair any damage to the designated
facilities thereof.
Tenant, for the use and benefit of Tenant, its agents, employees,
customers, licensees and sub-tenants, shall have the non-exclusive right in
common with Landlord, and other present and future owners and tenants and their
agents, employees, customers, licensees and sub-tenants, to use said common and
parking areas during the entire term of this Lease.
Tenant, in the use of said common and parking areas, agrees to comply with
such reasonable rules and regulations and charges for parking as Landlord may
adopt from time to time for the orderly and proper operation of said common and
parking areas. Such rules may include but shall not be limited to the following:
(1) Restriction of employee parking to a limited, designated area or areas; and
(2) Regulation of the removal, storage and disposal of Tenant's refuse and other
rubbish at the sole cost and expense of Tenant.
21. MERCHANTS ASSOCIATION
Tenant will become a member of and participate fully and remain in good
standing in the Merchants Association (as soon as it has been formed), organized
for tenants occupying space in the Office and Retail Center, and Tenant will
abide by the regulations of such Association. Each member tenant shall have (1)
vote, and Landlord shall also have one (1) vote in the operation of said
Association. The objectives of such Association shall be to encourage its
members to deal fairly and courteously with their customers, to encourage
ethical business practices, and to assist the business of the tenants by sales
promotion and centerwide advertising. Tenant agrees to pay the dues established
by and to the Merchants Association, provided that in no event shall the dues
paid by Tenant in any fiscal year of said Association exceed twenty-five cents
(.25) per square foot of the Premises leased to Tenant. Default in payment of
dues shall be treated in similar manner to default in rent with like rights of
Landlord at its option to the collection thereof on behalf of the Merchants
Association.
22. SIGNS
22.1 EXTERIOR. Tenant shall not place or suffer to be placed on the
exterior of the Premises or upon the roof of any exterior door or wall or on the
exterior or interior of any window thereof any sign, awning, canopy, marquee,
advertising matter, decoration, lettering, or any other thing of any kind
(exclusive
14
of the signs, if any, which may be provided for in the original construction or
improvement plans and specifications approved by the Landlord and Tenant
hereunder) without the written consent of Landlord first had and obtained.
Landlord hereby reserves the exclusive right to the use of the roof and exterior
walls of the building of which the Premises are a part, for any purpose
whatsoever.
22.2 INTERIOR. Except as otherwise herein provided, Tenant shall have the
right, at its sole cost and expense, to erect and maintain within the interior
of the Premises all signs and advertising matter customary or appropriate in the
conduct of Tenant's business; provided, however, that Tenant shall upon demand
of the Landlord immediately remove any sign, advertisement, decoration,
lettering or notice which Tenant has placed or permitted to be placed in, upon
or about the Premises and which Landlord reasonably deems objectionable or
offensive, and if Tenant fails or refuses so to do Landlord may enter upon the
Premises and remove the same at Tenant's cost and expense. In this connection,
Tenant acknowledges that the Premises are a part of an integrated Office and
Retail Center in which the control of signs, among other things, is governed by
the Landlord and Tenant agrees to be bound by such provisions.
22.3 WINDOWS. Tenant shall at all times maintain its show windows and
signs in a neat, clean and orderly condition. If, as to any sign, Tenant shall
fail to do so after five (5) days' written notice from Landlord, Landlord may
repair, clean or maintain such sign and the cost thereof shall be payable by
Tenant to Landlord upon demand as additional rent.
23. MISCELLANEOUS
23.1 RULES AND REGULATIONS. Tenant shall faithfully observe and comply
with the rules and regulations that Landlord shall from time to time promulgate
and/or modify. Landlord shall not be responsible to Tenant for the
non-performance of any of said rules and regulations by any other tenants or
occupants.
23.2 ESTOPPEL CERTIFICATE. Tenant shall at any time and from time to time,
upon not less than three (3) days prior written notice from Landlord, execute,
acknowledge and deliver to Landlord a statement in writing (a) certifying that
this Lease is unmodified and in full force and effect (or, if modified, stating
the nature of such modification and certifying that this Lease as so modified is
in full force and effect), and the date to which the rental and other charges
are paid in advance, if any, and (b) acknowledging that there are not, to
Tenant's knowledge, any uncured defaults on the part of Landlord hereunder, or
specifying such defaults if any are claimed, and (c) setting forth the date of
commencement of rents and expiration of the term hereof. Any such statement may
be relied upon by any prospective purchaser or encumbrancer of all or any
portion of the real property of which the Premises are a part.
23.3 TRANSFER OF LANDLORD'S INTEREST. In the event of a sale or conveyance
by Landlord of Landlord's interest in the Premises or the Office and Retail
Center, other than a transfer for security purposes only, Landlord shall be
relieved of all obligations and liabilities accruing thereafter on the part of
Landlord provided that any funds in the hands of Landlord at the time of
transfer in which Tenant has an interest shall be delivered to Landlord's
successor.
23.4 CAPTIONS; ATTACHMENTS; DEFINED TERMS.
A. The captions of the paragraphs of this Lease are for convenience
only and shall not be deemed to be relevant in
15
resolving any question of interpretation or construction of any section of this
Lease.
B. Exhibits and addenda attached or affixed hereto are deemed a part
of this Lease and are incorporated herein by reference.
C. If there be more than one Tenant, the obligations hereunder
imposed shall be joint and several, as to a Tenant which consists of husband and
wife, the obligations shall extend individually to their sole and separate
property as well as their jointly held property. The term "Landlord" shall mean
only the owner or owners at the time in question of the fee title or a tenant's
interest in a ground lease of the Premises or the Office and Retail Center. The
obligations contained in this Lease to be performed by Landlord shall be binding
on Landlord's successors and assigns only during their respective period of
ownership.
23.5 ENTIRE AGREEMENT. This Lease constitutes the entire agreement between
Landlord and Tenant relative to the Premises and supersedes any prior
agreements, brochures or representations, whether written or oral. This Lease
may be altered, amended or revoked only by an instrument in writing signed by
both Landlord and Tenant. This Lease shall not be effective or binding on any
party until fully executed by both parties hereto.
23.6 SEVERABILITY. If any provision of this Lease shall be determined by a
court of competent jurisdiction to be invalid or unenforceable, the remainder of
this Lease shall not be affected thereby, and each term and provision of this
Lease shall be valid and enforceable to the fullest extent permitted by law.
23.7 COSTS OF SUIT. If Landlord shall bring any action for any relief
against Tenant, declaratory or otherwise, arising out of this Lease, including
any suit by Landlord for the recovery of rent or possession of the Premises, the
Tenant shall pay the Landlord a reasonable sum for attorney's fees which shall
be deemed to have accrued on the commencement of such action and shall be paid
whether or not such action is prosecuted to judgment.
23.8 BINDING EFFECT; CHOICE OF LAW. The parties hereto agree that all the
provisions hereof to be construed as both covenants and conditions as though the
words importing such covenants and conditions were used in each separate
paragraph hereof, and all rights and remedies of the parties shall be cumulative
and non-exclusive of any other remedy at law or in equity. This Lease shall be
governed by the laws of the State of Maryland.
23.9 WAIVER. No covenant, term or condition or the breach thereof shall be
deemed waived, except by written consent of the party against whom the waiver is
claimed, and any waiver or the breach of any covenant, term or condition shall
not be deemed to be a waiver of any covenant, term or condition. Acceptance by
Landlord of any performance by Tenant after the time the same shall have become
due shall not constitute a waiver by Landlord of the breach or default of any
covenant, term or condition unless otherwise expressly agreed to by Landlord in
writing.
23.10 SURRENDER OF PREMISES. The voluntary or other surrender of this
Lease by Tenant, or a mutual cancellation thereof, shall not work a merger, and
shall at the option of Landlord terminate all or any existing subleases or may
at the option of Landlord operate as an assignment to it of any or all such
subleases.
23.11 HOLDING OVER. If Tenant remains in possession of the
16
Premises after the expiration of the term hereof with the written consent of
Landlord, such occupancy shall be from month to month only, and not a renewal
hereof or an extension for any further term and in such case rent and other
monetary sums due hereunder shall be payable in the amount of 115% of the
existing rentals, and such month to month tenancy shall be subject to every
other term, covenant and agreement contained herein including rental
adjustments.
23.12 INABILITY TO PERFORM. If either party hereto shall be delayed or
prevented from the performance of any act required hereunder by reason of
strike, labor trouble, acts of God or any other cause beyond the reasonable
control of such party (financial inability excepted), and such party is
otherwise without fault, then performance of such act shall be excused for the
period of the delay, provided that the foregoing shall not excuse Tenant from
the prompt payment of any rental or other charge required of Tenant hereunder
unless otherwise specifically so stated in this Lease.
23.13 LANDLORD'S LIABILITY. Anything in the Lease to the contrary
notwithstanding, covenants, undertakings and agreements herein made on the part
of the Landlord are made and intended not as personal covenants, undertakings
and agreements or for the purpose of binding Landlord personally or the assets
of Landlord, except Landlord's interest in the premises and building, but are
made and intended for the purpose binding only the Landlord's interest in the
premises and building as the same may from time to time be encumbered. No
personal liability or personal responsibility is assumed by, nor shall at any
time be asserted or enforceable against Landlord, or its partners, or their
respective heirs, legal representatives, successors, and assigns on account of
the Lease or on account of any covenant, undertaking or agreement of Landlord in
this Lease contained.
23.14 INTEREST ON PAST DUE OBLIGATION. Except as expressly herein
provided, any amount not paid to Landlord when due shall bear interest at eight
percent(8%) per annum from the due date. Payment of such interest shall not
excuse or cure any default by Tenant under this Lease.
23.15 NOTICES. All notices or demands of any kind required or desired to
be given by Landlord or Tenant hereunder shall be in writing and shall be deemed
delivered forty-eight (48) hours after depositing the notice or demand in the
United States mail, certified or registered, postage prepaid, addressed to
Landlord or Tenant respectively at the addresses set forth after their
signatures at the end of this Lease.
23.16 CORPORATE AUTHORITY. If Tenant is a corporation, each individual
executing this Lease on behalf of said corporation represents and warrants that
he is duly authorized to execute and deliver this Lease on behalf of said
corporation in accordance with the By-Laws of said corporation, and that this
Lease is binding upon said corporation in accordance with its terms.
23.17 RECORDATION. Neither Landlord nor Tenant shall record this Lease. If
Landlord so elects, it may record a short form hereof, in which case Tenant
agrees to execute and deliver to Landlord a notarized copy of the memorandum of
such short form.
23.18 BROKERS. Tenant warrants that it has had no dealings with any real
estate broker or agents in connection with the negotiation of this Lease,
excepting only X. X. Xxxxxxx Real Estate, Inc., and it knows of no other real
estate broker or agent who is entitled to a commission in connection with this
Lease. Tenant is aware that the Landlord is a licensed real estate broker in the
State of Maryland and waives any conflict of interest.
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IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease the date
and year first above written.
(If Landlord or Tenant is a corporation, the corporate seal must he
affixed and the authorized officers must sign on behalf of the corporation. The
Lease must be executed by the President or a Vice President and the Secretary or
Assistant Secretary unless the By-Laws or a Resolution of the Board of Directors
shall otherwise provide, in which event the By-Laws or a certified copy of the
Resolution, as the case may be, must be furnished.)
Witness: Landlord:
/s/ [ILLEGIBLE] /s/ Xxxxxxx X. Xxxxxxx
----------------------- --------------------------------
Ridgely I, LLC
Xxxxxxx X. Xxxxxxx, Manager
Witness: Tenant:
/s/ [ILLEGIBLE] /s/ Xxxxx X. Xxxxxxxxx
----------------------- --------------------------------
Old Line Bank
Xxxxx X. Xxxxxxxxx, President &
Chief Executive Officer
18
ADDENDUM TO LEASE AGREEMENT
ATM LEASE
REFERENCE PAGE
LESSOR: Ridgely I, LLC
LESSEE: Old Line Bank
LEASE PREMISES: 0000 Xxxxx 0 Xxxxx, Xxxxxxx, Xxxxxxxx
COMMENCEMENT
DATE:__________________
LEASE EXECUTION
DATE:07/07/04
RENT: Rental is based on a minimum $1,50 surcharge. The rental
formula is as follows:
0 to 1,000 ATM transactions per month = $0.25/transaction
1,001 to 1,500 ATM transactions per month = $.35/transaction
1,501 and above ATM transactions per month = $.45/transaction
Transaction is defined as a withdrawal of funds by a
non-account holder so as to generate a fee to the
Lessee.
LIST OF EXHIBITS: Exhibit A - ATM Specifications
The above information and definitions are incorporated into the Lease Agreement
attached to this Reference Page and initialed by Lessor. The Lease Agreement
will not become effective until Lessee has received the initialed Lease
Agreement, unless Lessee waives that requirement in its sole discretion. By
signing below, Lessor affirms that it has received the Lease Agreement.
LESSOR: LESSEE:
BY: /s/ Xxxxxxx X. Xxxxxxx BY: /s/ Xxxxx X. Xxxxxxxxx
------------------------- ----------------------------------
TITLE: Manager TITLE: President & CEO
LEASE ADDENDUM
THIS LEASE ADDENDUM (the "Lease Addendum") is made by and between OLD LINE
BANK ("Bank"), Lessee and Xxxxxxx I, LLC, Lessor, who mutually covenant and
agree as follows:
THE REFERENCE PAGE IS INCORPORATED INTO AND MADE A PART OF THIS LEASE
ADDENDUM. DEFINED TERMS IN THIS LEASE WILL HAVE THE SAME MEANINGS AS SET FORTH
IN THE REFERENCE PAGE.
1. SCOPE AND EXCLUSIVITY. During the term of this Lease Addendum,
Lessor will exclusively furnish to Bank one space (the "Space" as provided on
the Reference Page) in a prominent and visible location in the Premises for the
installation and operation of an automated teller machine ("ATM") in such Space.
Lessor must not install (or permit any other entity under its control to
install) on or about the Premises any ATM, point of sale device, point of
purchase device, or any similar type of machine, or to offer electronic fund
transfer services by any other method at the Premises.
The location of the ATM is subject to the Lessor and Lessee obtaining
approvals from the proper governmental authorities for the location and
operation of the ATM and the approval of the condominium regime.
2. TERM AND BANK'S OPTION TO RENEW. The initial term of this Lease
Addendum will coincide with the lease of the 2420 square feet by Lessee. This
Lease Addendum will automatically renew for three (3) additional terms of five
(5) years unless the Bank gives notice of its intention to allow the Lease
Addendum to expire no less than one hundred eighty (180) days prior to the end
of the Initial Term or any renewal term. Thereafter, the Lease Addendum will
continue to automatically renew for additional five (5) year terms unless either
party gives notice of its intention to allow the Lease Addendum to expire no
less than thirty (30) days prior to the end of the current renewal term. The
Initial Term, together with any renewal terms, are collectively referred to as
the "Term". Upon the expiration or termination of this Lease Addendum, the Bank
will have a reasonable amount of time to remove the ATM and all related
equipment (including all of its trade fixtures, furnishings, signs and personal
property) from the Premises, and to complete any necessary repairs.
3. POSSESSION. Lessor represents and warrants that Space will be ready
for the Bank's occupancy on the date the 2420 square feet are ready for
occupancy. If Lessor cannot deliver possession of the Space on the Commencement
Date, at the Bank's option, this Lease Addendum will not terminate, but the
Commencement Date will be extended for the period of such delay.
4. INSTALLATION AND OPERATION. The Bank will, without cost to Lessor,
operate, and maintain the ATM at the Premises. At its sole expense, Lessor will
provide a dedicated power outlet within three (3) feet of the Space, and provide
access at the installation site to utilities and telephone cable in the amounts
necessary for installation and operation of the Atm. Installation specifications
will be submitted by the Bank to Lessor before installation begins. The
specifications of the ATM will be consistent with those described in Exhibit
"A". Lessor
shall do all work to prepare site for installation of the ATM at its expense.
5. RELOCATION. Any relocation of an ATM during the term will be
performed only with the written approval of the Bank and the Lessor. Lessor will
bear all expenses associated with a relocation requested by Lessor.
6. HOURS OF OPERATION. Subject to Lessor's compliance with its
obligations under this Lease Addendum, the Bank will use reasonable efforts to
ensure that each ATM is operational during normal operating hours of the
Premises and to comply with network uptime requirements. The Bank will contract
for a standard service contract on the ATM equipment. Service will be provided
Monday through Sunday 8 A.M. to 8 P.M. (local time). Lessor agrees to promptly
notify the Bank if an ATM is reported as broken or not operating.
7. SERVICE, MAINTENANCE AND CLEANING OF THE ATM. The Bank will be
responsible for all repairs, replacement parts, maintenance, and installation of
the ATM. Service personnel will, at all times, be dressed in clean appropriate
attire, and will observe all regulations of which they are informed in effect
while on Lessor's premises.
8. COSTS. The Bank will pay all fees and expenses in connection with
the servicing and maintaining the ATM, except electricity. The Bank will pay all
costs in connection with the installation and operation of the required
telephone line(s). Lessor will pay all costs in connection with installation and
provision of required electricity. Lessor will allow connection to its alarm
system, if the Bank desires.
9. RENTAL. The Bank will pay to Lessor monthly rent based on the rental
structure described in the Reference Page. Rent is based on the monthly
transaction volume of approved surcharged cash withdrawals only. (If the Lease
Addendum does not begin on the first day of the month, rent will be prorated
during the time period beginning on the date of the operation by the Bank of the
ATM, and ending on the last day of the month after such date.)
10. SIGNS. The Bank has the right to display interior and exterior signs
identifying the services available at or through the ATM and to Lessor's
services. Signs will be in accordance with not less than the signage
requirements of the electronic funds transfer network (which requirements may be
amended from time to time) and at minimum will be two feet high by four feet
wide. The Bank will be solely responsible for obtaining any necessary sign
permits or for otherwise complying with other applicable laws or regulations
relating to signage. Nothing contained in this paragraph will require Lessor to
furnish space for a sign where all available space permitted by local ordinance
or laws is being utilized. Lessor will have the right to approve the design,
style and appearance of any sign prior to its installation to assure that it
will conform to Lessor's standards for the general overall appearance of the
Premises, and Lessor agrees not to unreasonably withhold or delay approval.
Lessor will cooperate with Lessee in securing permits.
11. TERMINATION. Either party may, upon thirty (30) days written notice,
terminate this Lease Addendum for the other party's material failure to meet its
obligations under
this Lease Addendum, unless that failure is cured within the foregoing thirty
(30) day period; provided, however, that the Bank may at any time immediately
terminate all of any part of the Lease Addendum if Lessor (a) refuses to grant
the Bank or its customers access to the ATM, (b) removes ATM signage or
relocates the ATM without the Bank's written permission, or (C)) disconnects
power or telephone lines to the ATM.
12. OPTION TO TERMINATE. Lessor grants to the Bank the right and option
to terminate this Lease Addendum by giving advance notice to Lessor in the event
that other ATMs are located within 600 feet of the Premises, or if the
transaction volume does not average 500 transactions per month during any six
month period. In such event, the effective date of termination will be thirty
(30) days from the date Lessor receives such notice, or a date mutually agreed
upon between the parties; provided, however, that the effective date of
termination cannot fall within six (6) months of the Commencement Date.
13. TITLE, ACCESS AND UTILITIES. Lessor warrants that it has authority
to grant the Bank and its invitees undisturbed use of the Premises for the Term,
as well as unrestricted access to and from the ATM for purposes of maintenance,
servicing, cleaning and inspection. Lessor will provide such unrestricted access
throughout the Term. Lessor further agrees to permit the necessary lines for the
transmission of electricity and communication services be brought to the ATM.
14. OPERATION. All operational rights, use and control of the ATM under
this Lease Addendum will be exclusively those of the Bank. Lessor and its agents
will have only the same limited right of access to the ATM as the Bank grants to
the general public.
15. MAINTENANCE OF THE PREMISES. Lessor will, at its expense, maintain
the Premises in good repair, and in a clean condition at all times.
16. QUIET ENJOYMENT. So long as the Bank is not in default under the
terms of this Lease Addendum, the Bank's quiet enjoyment of the Space will not
be disturbed or interfered with by the Lessor.
17. PROPERTY. The ATM and all related equipment, furnishings and signs
are, and will remain, the personal property of the Bank.
18. FEES, LICENSES, TAXES. The Bank will pay all local, state and
federal fees, licenses and taxes in connection with installation, servicing,
maintenance and operation of the ATM. The Bank will hold Lessor harmless for any
of such taxes that Lessor becomes obligated to pay as a result of the Bank's
failure to pay such fees, taxes or licenses. Lessor will pay all fees, licenses
and taxes (except federal, state or local income taxes of any kin, or any taxes
related to Lessor's banking activities) levied or assessed against the Premises,
including buildings and improvements thereon, except improvements erected by the
bank or for the Bank's benefit. Lessor will hold the Bank harmless for any such
fees, licenses and taxes which the Bank becomes obligated to pay because
Lessor's failure to pay such fees, licenses and taxes.
19. INSURANCE. The Bank will assume responsibility for all loss or
damage to the ATM unless it is due to the negligent, intentional or reckless
acts of the Lessor or its agents. The Bank will secure, pay for and maintain
insurance for the ATM, and such insurance will protect Lessor from claims which
may arise from operations under this Lease Addendum.
20. HOLD HARMLESS AGREEMENT. Each party agrees to defend, indemnify, and
hold the other party harmless from and against any claims, suits or demands for
injuries to or loss of life of any person or damage to properly to the extent
caused by the indemnifying party's (or its agent's) acts or omissions or breach
of this Lease Addendum. In the event of any severe claims or injury, each party
will promptly notify the other.
21. SERVICE MARKS. Neither party may use the service marks or name of
the other party without the prior written consent of the other party.
22. CONFIDENTIALITY. Lessor and the Bank will each keep confidential and
will not reveal to any other party, any of the terms or conditions of this Lease
Addendum or any of the other party's Confidential Information without the other
party's prior written consent. Confidential Information includes, but is not
limited to, a party's customer and supplier lists, products, services, processes
and business methods, and, in the case of the Bank, will include information
about the Bank's ATM operations, ATM equipment and deployment, transaction
volume and similar matters. Confidential Information may only be used to the
extent necessary to carry our the terms of this Lease Addendum, and all
Confidential Information and any related materials must be returned upon the
earlier of a party's request or the termination of this Lease Addendum. The
parties understand and agree that a breach of this provision may cause
irreparable injury and that, in the event of such breach, the injured party may,
in addition to any other remedies it may have, seek injunctive relief to enjoin
such acts. The terms of this paragraph will survive the termination or
expiration of this Lease Addendum.
The parties agree that the Lessor may provide income and expense
information to its Lenders and appraisers or legal counsel.
23. COMPLIANCE WITH LAWS. The ATM will be operated in accordance with
all laws, rules and regulations. In the event that any court decision, statute,
regulation or regulatory action, or any changes in any law, ruling or regulation
or interpretation thereof, governing the operation of ATMs would, in the opinion
of counsel for the Bank, (a) make the continuation of this Lease Addendum
illegal, (b) substantially impact the economic benefit associated with operation
of the ATM, or (c) subject the Bank to any penalty, fine or regulatory action,
the Bank may terminate this Lease Addendum by provided ten (10) days written
notice to Lessor.
24. DESTRUCTION OR CONDEMNATION. In the event of destruction or damage
to any of the Premises, either in whole or in part, which would prevent the use
or occupancy of any of the Premises for the intended purpose of this Lease
Addendum, the Bank may terminate this Lease Addendum with ten (10) days written
notice to Lessor. In the event that any zoning or land use classification arises
and becomes effective as would in the reasonable exercise of either party's
judgement, prevent the use or occupation of any of the Premises for the intended
purpose
under this Lease Addendum, then either party may terminate this Lease Addendum
by providing ten (10) day's written notice to the other party. In such an event
of termination, Lessee shall be responsible for the removal of Lessee's
equipment.
25. LIQUIDATED DAMAGES.
(a) In the event of Lessors' breach of this Lease Addendum pursuant to
Section 11 above, then at the Bank's sole option in lieu of seeking actual
damages, Lessor will pay the Bank, as liquidated damages and not as a penalty,
fifty percent (50%) of the average monthly surcharge fees which have accrued to
the Bank during the six (6) month period (or less if the Lease Addendum has been
in effect for a period of less than six (6) months) prior to Lessor's breach in
which the ATM was operating and available to cardholders, multiplied by the
number of months remaining in the then current term. If the Lease Addendum is
canceled prior to the end of one (1) full month, then the average monthly fees
for the purpose of the above formula will be calculated by dividing the amounts
already accrued to the Bank by the number of days that the ATM was operating and
available to cardholders, then multiplying that figure by thirty (30) days.
Lessor will also pay any direct expenses incurred by the Bank for
de-installation and/or removal of the ATM. The amount of liquidated damages will
not exceed $15,000.00 under any circumstance including actual, liquidated or
under penalty provisions outlined above.
c) Lessor agrees that the liquidated damage provisions of this Section
25 are reasonable in light of all present and predictable circumstances,
including, but not limited to, the amount of fees expected to be earned by the
Bank under this Lease Addendum. Lessor authorizes the Bank to offset any amounts
due the Bank under this Section 25 against any rents due Lessor under Section 9
above.
26. LIMITATION OF LIABILITY. IN NO EVENT WILL THE BANK BE LIABLE FOR ANY
INCIDENTAL, INDIRECT, REMOTE, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING
WITHOUT LIMITATION, LOSS OF USE, LOSS OF PROFITS, OR LOSS OF REVENUE, HOWEVER
CAUSED, WHETHER BY THE NEGLIGENCE OF THE BANK OR OTHERWISE. THE BANK'S MAXIMUM
LIABILITY UNDER THIS LEASE ADDENDUM FOR ANY UNCURED BREACH IS AN AMOUNT EQUAL TO
ONE MONTH'S RENT, AS AVERAGED OVER THE SIX (6) MONTH PERIOD PRIOR TO THE UNCURED
BREACH.
27. MISCELLANEOUS.
(a) This Lease Addendum, including the reference page, all schedules and
exhibits, constitutes the entire agreement of the parties with respect to the
subject matter hereof, and supersedes all prior understandings or agreements,
written or oral, on this subject. This Lease Addendum may only be altered,
amended or superseded by a writing agreed to and signed by the
parties.
(b) The language used in this Lease Addendum will be deemed to be the
language chosen by the parties to express their mutual intent, and any rule that
a contract is to be construed against the drafter will not apply to this Lease
Addendum. The section headings of this Lease Addendum are solely for convenience
and will not be considered in its interpretation. Whenever possible, each
provision of this Lease Addendum will be interpreted in such a manner as to be
effective and valued under applicable law. However, in the event that any term
or provision of this Lease Addendum is deemed to held to be invalid, illegal or
unenforceable, the remaining terms and provisions of this Lease Addendum will
nevertheless continue and be deemed to be in full force and effect.
(c) The relationship of the parties under this Lease Addendum is one of
independent contractors, and not one of fiduciaries. Under no circumstances will
the relationship between the parties be construed to be that of a joint venture
or partners, nor is it intended that the relationship be subject to subchapter K
of the Internal Revenue Code. No party will hold itself out as, or be deemed to
be, an employee, agent, partner or joint venturer of the other and each party's
authority will be limited to the matters expressly set forth in this Lease
Addendum.
(d) All disputes arising out of or relating to this Lease Addendum will
be settled by arbitration before a sold arbitrator under the then current
Commercial Arbitration Rules and, if necessary, the Rules for Emergency Orders
of protection, of the American Arbitration Association. The duty and right to
arbitrate will extend to any employee, officer, shareholder, agent or affiliate
of the parties. The arbitrator will have no authority to award damages in excess
of the limitations and exclusions set forth in this Lease Addendum, or to
otherwise grant relief inconsistent with the terms of this Lease Addendum. The
decision and award of the arbitrator will be final and binding, and the award so
rendered may be entered in any court having appropriate jurisdiction.
(e) This Lease Addendum will be governed by and construed in accordance
with the laws of the State of Maryland applicable to agreements made and to be
performed entirely within that State, without regard to that State's conflict of
laws provisions. The exclusive venue for any arbitration or legal proceeding
arising out of or relating to this Lease Addendum will be in Prince George's or
Xxxxxxx County, Maryland, unless otherwise agreed in writing by the parties.
Each party irrevocably waives any objection that it may have at any time to this
venue.
(f) In the event of any arbitration or litigation between the parties
arising out of this Lease Addendum, the arbitrator and/or court will award the
prevailing party its costs and reasonable expenses and attorneys' fees resulting
from such proceedings in addition to any other relief awarded. Interest will
accrue on any disputed amounts at a rate equal to the lesser of one and one-half
percent (1.5%) per month, or the highest amount allowed by Maryland Law.
(g) Unless specifically provided for elsewhere in this Lease Addendum,
no party will be liable to the other party for any loss, damage, delay or
failure of performance that is attributable to acts of God, armed conflicts,
war, insurrection, acts of terrorism or acts committed
in furtherance of terrorism, riots, earthquakes, hurricanes, floods, unusually
severe weather, conditions or events of nature that cannot be predicted, civil
disturbances, power failure, strikes, fire, the acts of any governmental
authority, or other causes beyond its reasonable control. A party's performance
will be excused during the pendency of any such event, but that party will take
all steps reasonable, practical and necessary to effect prompt resumption of
its obligations under this Lease Addendum in full or in part.
(h) No failure or delay on the part of either party in exercising any
power or right under this Lease Addendum will operate as waiver, nor will any
partial exercise of any such power or right preclude any other further exercise
thereof. No waiver by either party of any provision of this Lease Addendum, or
of any branch or default, will be effective unless in writing and signed by a
party against whom such waiver is to be enforced.
(i) Any notice that a party wishes or is obligated to give under this
Lease Addendum must be in writing and delivered to the intended recipient by (I)
hand, (ii) United States certified mail, (iii) a nationally recognized overnight
courier (such as Federal Express), addressed to each party at the address set
forth on the Reference Page. In the case of the Bank, any such notice must be
addressed to the attention of the Bank's president and to its General Counsel.
Notices will be deemed to have been given or made three (3) Business Days after
deposit in the U.S. mail or one (1) business day after delivery to the overnight
courier service for next-day delivery. For the purposes of this Lease Addendum,
"Business Days" means Monday through Friday, excluding federal holidays.
(j) Lessor will not assign its rights or obligations under this Lease
Addendum without the written consent of the Bank, which will not be unreasonably
withheld. Notwithstanding the foregoing, either party has the right to assign
this Lease Addendum, or its rights hereunder, in whole or in part, without the
other party's consent, as a result of, or pursuant to, a (i) transfer to any
entity or person, directly or indirectly, controlling or under common control
with such party, and (ii) a merger or consolidation of such party, or a purchase
and assumption of such party's assets and liabilities. The terms and conditions
of this Lease Addendum will be binding upon and inure to the benefit of the
successors and assigns, as such successors and assigns are permitted by this
paragraph. The Lessor shall have the right to sell the premises without the
consent of the Lessee.
(k) Each party represents and warrants that it has the full power and
authority to enter into this Lease Addendum, and that this Lease Addendum
constitutes the legal, valid and binding obligation of that party. Each party
further represents and warrants that the execution and delivery of this Lease
Addendum and the consummation of the transactions contemplated by this Lease
Addendum will not conflict or result in a breach of any of the terms or
conditions of any agreement to which it is a party or by which it is bound, or
constitute a default under any such agreement. This Lease Addendum may be
executed in one or more counterparts, each of which will constitute an original
agreement, but will not be enforceable until delivery of the executed
counterparts. The parties acknowledge that this Lease Addendum may be executed
using electronic or facsimile signatures, and that each signature will be
legally binding to the same extent as an original signature. Each party waives
any legal requirement that this Lease
Addendum be embodied, stored or reproduced in tangible media, and agrees that an
electronic reproduction will be given the same legal force and effect as an
original writing.
THE SIGNATURES OF THE LESSOR AND LESSEE APPEAR ON THE REFERENCE PAGE.
EXHIBIT "A"
ATM SPECIFICATIONS
EQUIPMENT:
SPECIFICATIONS:
