Exhibit 10.1
LEASE
FROM
THE ▇▇▇▇▇▇▇▇▇ REALTY CO.,
THE ▇. ▇▇▇▇▇▇▇▇▇ CONSTRUCTION CO. & BRISTOL HOLDING, LLC
TO
VALLEY BANK IN ORGANIZATION, INC.
FOR PREMISES AT:
Stoney Brook Commons
▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
DATED:
October 4, 1999
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I. LEASE SUMMARY
NAME OF CENTER: Stoney Brook Commons (the "OFFICE CENTER")
PREMISES: Year 1 through 3
5,000 square feet, 1st floor Bank Office and
1,000 square feet, 2nd floor storage,
Year 4 through Lease Termination (unless
sooner occupied)
5,000 square feet, 1st floor Bank Office,
512 square feet 1st floor vestibule,
5,000 square feet 2nd floor unfinished and
512 square feet 2(degree)" floor vestibule
▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇: All roadways, traffic lanes, sidewalks,
parking lots and landscaped areas located at
the Office center and not intended for the
exclusive use of any individual tenant as
shown on the site plan attached as
Schedule B (the "Site Plan").
CAM REIMBURSEMENT PERCENTAGE 35.00% Lease Year 1 through 3 subject to
("CAM %"): below
54.25% Lease Year 4 Through Termination or
upon full occupancy of building
BUILDING REIMBURSEMENT 100.00%
PERCENTAGE ("BUILDING %"):
LESSOR: The ▇▇▇▇▇▇▇▇▇ Realty Co., The ▇. ▇▇▇▇▇▇▇▇▇
Construction Co. & Bristol Holding, LLC
LESSOR'S ADDRESS: ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
P. 0. ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
LESSEE: Valley Bank in Organization, Inc.
ORIGINAL ADDRESS OF LESSEE: ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ORIGINAL LEASE TERM: Fifteen (15) Years
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OPTION PERIOD: Fifteen (15) years, Three (3) Five (5) year
Terms
EFFECTIVE DATE: March 1, 2000
DELIVERY DATE OF PREMISES: Upon Completion
RENT COMMENCEMENT DATE: For 1st floor and storage space- the earlier
of the date Bank (lessee) opens for business
to the public in this facility, or 60 days
after Lessor completes construction
according to plans and specifications
attached as Schedule C
For 2nd Floor and vestibule- the earlier of
36 months after date Bank (lessor) opens for
business to the public in any facility or
actual occupancy by Lessee. If construction
of the new premises, from date this Lease is
executed, exceeds six months, then the 36
months after date Bank opens for business to
the public date, shall increase by the same
number of days construction exceeds six
months. In the event of early occupancy,
Rent Commencement shall be the earlier of,
90 days after the start of LESSEE fit up or,
completion of fit up.
BASE RENT (ORIGINAL LEASE TERM):
YEARS 1 THROUGH 3: 1st floor and storage space
$84,500.00 per year, payable in monthly
installments of $7,041.67
2nd floor and vestibule (if occupied by
Lessee)
$60,000.00 per year less a 25% discount,
payable in monthly installments of $3,750.00
until May 14, 2003
Lessee will continue to pay $60,000.00 per
year, without discount, from May 15, 2003
until commencement of Year 4 based on 1st
Floor occupancy after which time the entire
building will be leased according to the
schedule for years 4 through 30.
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YEAR 4: $144,500.00 per year, payable in monthly
installments of $12,041.67
YEARS: $148,500.00 per year, payable in monthly
installments of $12,345.00
YEARS 6 THROUGH 7: $161,986.16 per year, payable in monthly
installments of $13,498.85
YEARS 8 THROUGH 10: $171,986.16 per year, payable in monthly
installments of $14,332.18
YEARS 11 THROUGH 15: $189,184.78 per year, payable in monthly
installments of $15,765.40
BASE RENT (OPTION PERIODS):
YEARS 16 THROUGH 20: $208,103.86 per year, payable in monthly
installments of $17,341.99
YEARS 21 THROUGH 25: $228,914.24 per year, payable in monthly
installments of $19,076.19
YEARS 26 THROUGH 30: $251,806.08 per year, payable in monthly
installments of $20,983.84
PERMITTED USES: Bank Office/Headquarters
PUBLIC LIABILITY: Bodily Injury - $1,000,000/$3,000,000
INSURANCE LIMITS: Property Damage - $500,000
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II. PREMISES AND LEASE TERM
LESSOR leases to LESSEE, and LESSEE leases from LESSOR, that certain premises
consisting of 5,000 square feet, the entire 1st floor excluding the entry
vestibule located on the north side of the building, in the building to be built
at ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇(▇▇▇ "▇▇▇▇▇▇▇▇"), in Stoney Brook Commons, Bristol,
Connecticut, together with the right for LESSEE and its invitees to pedestrian
and vehicular access to, and parking at, the designated Common Areas at the
Office center and pedestrian access to the common hallways (if any) contained in
the Building (hereinafter, the "PREMISES").
LESSOR is to provide premises in building designated as "PROPOSED BUILDING
#2, 11,067 SF/GFA" on Schedule B. Interior building specifications attached as
Schedule A. Unfinished second floor and two story entry vestibule becoming part
of the premises beginning on November 15, 2002, or such later date as determined
due to length of construction, or upon earlier occupancy by Lessee, all as
specified in Article I, Rent Commencement Date Building to be constructed
according to plans and specifications attached as Schedule C. LESSEE is to
complete build-out plans at its own cost with such plans provided to LESSOR for
review by October 15, 1999 and approved by LESSOR within ten (10) business days
after receipt, which approval will not be unreasonably withheld. LESSEE plans to
be attached as Schedule D. LESSEE will use only Connecticut licensed contractors
or licensed contractors from outside of Connecticut that are qualified to do
business in Connecticut, and be responsible for all required permits in
connection with LESSEE build-out. LESSEE build-out to include "drive through
window", "drive through canopy", "drive through islands", "ATM island" and all
associated equipment, mechanical work, site engineering and site work.
To have and to hold for an initial term of fifteen (15) years (the
"ORIGINAL LEASE TERM"), commencing on the Rent Commencement Date. After the Rent
Commencement Date has been determined, LESSOR and Tenant shall enter into a
written agreement in recordable form confirming same. If the Rent Commencement
Date does not fall on the first of the month, then the first month's Base Rent
shall be pro-rated. The Original Lease Term together with any Option Periods
exercised by LESSEE under Section XX, INFRA, shall hereinafter sometimes be
collectively referred to as the "LEASE TERM".
III. BASE RENT
LESSEE covenants and agrees to pay the Base Rent set forth in Section I.,
payable in equal monthly installments to LESSOR at LESSOR's Address, or such
other address as LESSOR may direct in writing to LESSEE. The Rent shall be paid
in advance on the first business day of each month during the Lease Term or any
holdover period thereafter. If LESSEE fails to pay the applicable Base Rent
within the first ten 10 days of the month, LESSOR, at
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LESSOR'S option, may in addition to any other remedies provided herein or at
law, assess a late charge of five percent (5%) of the monthly Base Rent. Base
Rent, together with all other charges to be paid by LESSEE to LESSOR under this
Lease shall be referred to collectively as "RENT".
IV. HOLDING OVER
If LESSEE shall hold over after the termination of this Lease, the tenancy
created by such holding over shall be month-to-month only and LESSEE shall pay
an occupancy charge equal to 150% of the Rent last payable prior to such
holdover. No payment of Rent or occupancy charge shall operate to turn such
tenancy into a tenancy-at-will or to create any tenancy for a year or years or
from year-to-year.
V. QUIET ENJOYMENT
LESSOR warrants to LESSEE that it has good right to lease the said
Premises to LESSEE, and LESSOR covenants that, provided LESSEE is not in default
under this Lease, LESSEE may occupy, possess and enjoy the Premises during the
Lease Term, without interference from LESSOR or any person claiming by, from or
under LESSOR.
VI. OVERLOADING, NUISANCE
LESSEE covenants that it will commit no waste, nor suffer the same to be
committed on the Premises, nor overload, injure nor misuse the same; nor permit
the emission of any objectionable noise or odor; nor permit or allow any
potentially dangerous situation to exist on the Premises; nor make any use of
the Premises, the common areas within the Building or the Common Areas (the
"LEASED PREMISES") which is improper, offensive or contrary to any law or
ordinance; nor conduct any operation which will invalidate or increase the cost
of LESSOR's insurance; nor store or dispose of trash or refuse on, or otherwise
obstruct the driveways, walks, parking areas and other Common Areas at the
Office center or any common areas within the Building; nor allow accumulation of
boxes, barrels, packages, waste paper or other articles in or upon the Leased
Premises; nor park trucks or delivery vehicles at the Office center so as to
interfere unreasonably with the use of any driveways, walks or parking areas or
other Common Areas; nor permit LESSEE'S officers or employees to use any parking
areas other than those designated by LESSOR for such use as set forth above.
LESSEE further covenants that it will not make alterations therein without the
written consent of LESSOR, nor use the same for any purpose but that herein
authorized, without written permission from said LESSOR, which will not be
unreasonably withheld.
If LESSEE operates, keeps, uses, maintains, or permits any goods,
materials, or substance whatsoever, upon the Leased Premises which is or could
reasonably be considered to be a dangerous or hazardous material or substance
(including but not limited to such dangerous or
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hazardous materials or substances so designated by any Federal, State or
municipal laws, ordinances or regulations), LESSEE covenants and agrees, upon
request of LESSOR, immediately to remove said goods, materials or substance from
the Leased Premises and thereafter to refrain from having said goods, materials
or substance upon the Leased Premises. Failure to comply with this written
covenant and agreement shall entitle LESSOR immediately to remove and dispose of
said goods, materials or substance (forcibly, if necessary) from the Leased
Premises at LESSEE's cost and expense. This covenant and agreement by LESSEE
shall be and remain in force whether or not said goods, materials or substance
are within the permitted uses of the Leased Premises as stated herein, and
whether or not LESSEE's possession of such goods, materials and substance is
legally permissible.
LESSEE agrees to comply, in connection with its occupancy of the Leased
Premises, with all ordinances, regulations and statutes of city, state and
federal agencies concerning recycling of materials, including, but not limited
to, newsprint, office paper, glass food and beverage containers, metal food and
beverage containers, and corrugated cardboard. LESSEE further agrees to comply
with LESSOR's reasonable rules and regulations regarding the separation and
disposal of such materials. LESSEE will indemnify and hold harmless LESSOR from
all costs and expenses incurred by LESSOR due to LESSEE's failure to comply with
the foregoing.
V1I. TAXES
During lease years one through three, LESSOR agrees to pay, with respect
to any real property taxes assessed by any applicable governmental authority
with respect to the land only constituting the Office center. Beginning in the
fourth lease year LESSEE agrees to pay, with respect to any real property taxes
assessed by any applicable governmental authority with respect to the land
constituting the Office center an amount equal to the CAM % multiplied by the
amount of such taxes. Beginning in the first lease year LESSEE further agrees to
pay, with respect to any real property taxes separately assessed on the
Building, an amount equal to the Building % multiplied by the amount of such
taxes. LESSEE further agrees to pay the aforesaid real estate taxes and its
applicable proportionate share of any increase in such taxes within twenty (20)
days after written notice thereof, accompanied by a copy of such ▇▇▇▇. LESSEE'S
failure to pay any request by LESSOR for reimbursement of taxes within twenty
(20) days will result in an interest charge of one and one-half percent (1.50%)
per month until date such payment is received in full.
LESSEE agrees to pay all personal property taxes which are due and payable
to any applicable governmental authority during the Lease Term upon any
machinery, equipment, fixtures, inventory or other personal property situated on
the Leased Premises, whether or not such property is legally owned by LESSEE
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VIII. UTILITY CHARGES
LESSEE agrees to pay all sewer charges and the water rates, or rent, for
all water used, consumed and separately metered at the Leased Premises during
the Lease Term, in addition to the Base Rent.
LESSEE further agrees to pay all charges for electricity, gas, heat and
other utilities incurred by LESSEE in the use of the Leased Premises and which
are separately metered.
All such utility charges which are not separately metered shall be paid by
LESSEE in accordance with its CAM % or its Building %, as applicable.
IX. COST OF REPAIR
Except as otherwise provided in this Section IX, LESSEE agrees to make at its
cost all non-structural repairs and replacements to the interior and exterior of
the Premises, including but not limited to, the repair or replacement as the
case may be of the heating, electrical, air conditioning and plumbing systems
and at all times maintain the systems in good order and repair during the term
of this Lease, LESSOR shall keep the structure and roof of the Premises and the
Building in good repair; and any structural or roof repairs shall be at LESSOR's
sole expense, except that, during any roof warranty period, LESSEE shall be
responsible for any roof repairs required, due to any roof penetrations
installed by LESSEE, and not performed under the terms of the warranty LESSEE
agrees, at its expense, to keep all glass including that in windows, doors and
skylights at the Premises, clean and in good condition, and to insure and
replace any glass which may be injured or broken with glass of the same quality.
LESSEE agrees to make all structural and roof repairs to the "drive
through window"; "drive through canopy", "drive through islands", "ATM island"
and all associated equipment and site work (curbs, islands, drains, driveway,
bollards, etc.) at LESSEE's sole expense.
Costs of repairs to the Building, performed by LESSOR, which are
responsibility of LESSEE, will be billed on a pro-rata basis.
LESSEE agrees to make all repairs, alterations, additions or replacements
to the Premises required by any law or ordinance or any order or regulation of
any public authority because of LESSEE'S use of the Premises or which are
required because of LESSEE's willful misconduct or negligence. LESSEE shall
procure all necessary permits before undertaking such work or repairs and shall
do all such work in good and workmanlike manner and complying with all
governmental requirements.
LESSEE agrees to indemnify LESSOR against any encumbrances or other liens
arising out of the making of such repairs and agrees that it will, within thirty
(30) days after receipt of notice of the filing of such lien of record, either
pay off such lien or furnish a bond for the amount of such lien to LESSOR.
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X. COMPLIANCE WITH LAW
LESSEE shall comply with and conform to all federal, state and local laws
and the bylaws, rules, ordinances and regulations of the City within which the
Leased Premises are situated, relating to health, environment, nuisance, fire,
highways and or any other aspect of LESSEE'S operation, so far as the Leased
Premises are, or may be, concerned and to save LESSOR harmless from all fines,
penalties and costs including reasonable attorneys' fees for violation of or
noncompliance with the same, and that said Premises shall be at all reasonable
times open to the inspection of LESSOR, its agents, to applicants for purchase
or lease, and for necessary repairs or for any other valid reason, provided,
however, that LESSOR and its agents, employees and representatives shall use
reasonable efforts not to interfere with LESSEE's business activities.
XI. EVENTS OF DEFAULT; REMEDIES
A. The occurrence of any one of the following events shall constitute
an event of default of this Lease by LESSEE:
1. Failure of LESSEE to make any payment of Rent or other
required payment within ten (10) days after Rent or payment is
due.
2. Vacating or abandoning all or a substantial portion of the
Premises, or ceasing the operation of the retail business
conducted at the Premises for more than thirty (30) days for
any reason other than an insured casualty or force majeure;
3. Failure by LESSEE to comply with any provision of this Lease,
other than payment of Rent, and such failure shall continue
for thirty (30) days after mailing of written notice by LESSOR
to LESSEE; provided, however, that if the nature of LESSEE's
default is such that more than thirty (30) days are reasonably
required for its cure, LESSEE shall not be in default if
LESSEE commences such cure within the thirty (30) day period
and diligently and continuously pursues such cure to
completion within a reasonable time;
4. The making of an assignment or general arrangement for the
benefit of creditors by LESSEE or guarantors of LESSEE's
obligations;
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5. The filing by LESSEE or a guarantor of LESSEE's obligations of
a petition under any section or chapter of present Federal
Bankruptcy Act or amendment thereto or under any similar
federal or state law, or the adjudication of LESSEE or any
guarantor of LESSEE's obligations as a bankrupt or insolvent
in proceedings filed against LESSEE or any guarantor, and such
petition or adjudication shall not have been vacated or set
aside within sixty (60) days thereafter;
6. The appointment of a receiver or trustee for all or
substantially all the assets of LESSEE or any guarantor of
LESSEE's obligations and such receivership shall not have been
terminated within the time permitted by law;
7. The attachment, execution or other judicial seizure of
substantially all of LESSEE's assets located in the Premises
or of LESSEE's interest in this Lease, where such attachment,
execution or seizure is not discharged within sixty (60) days
after the commencement of such event.
B. Upon the occurrence of any event of default, LESSOR shall have the
option to do any one or more of the following without any notice or demand, in
addition to and not in limitation of any other remedy permitted by law or this
Lease:
1. Terminate this Lease, in which event LESSEE shall immediately
surrender the Premises to LESSOR, LESSEE hereby waiving all
statutory rights, including without limitation, rights of
redemption, if any, to the extent such rights may be lawfully
waived. If LESSEE shall fail to do so, LESSOR may without
notice and prejudice to any other remedy available, enter and
take possession of the Premises and remove LESSEE or anyone
occupying the Premises and its effects without being liable to
prosecution or any claim for damages. LESSEE agrees to
indemnify LESSOR for all loss and damage suffered by LESSOR
because of such termination whether through inability to relet
the Premises or otherwise, including any loss of Rent for the
remainder of the term of this Lease.
2. Declare the entire amount of all Rent which would have become
due and payable during the remainder of the term of this Lease
to be due and payable immediately, in which event LESSEE
agrees to pay the same to LESSOR immediately. Such payment
shall constitute payment in advance of the Rent stipulated for
the remainder of the Lease term. If LESSEE actually makes such
payment to LESSOR and LESSOR relets the Premises, LESSEE shall
be entitled to the repayment of such advanced Rent less all
costs for loss or damage described herein suffered by LESSOR
as a result of such default and termination. Any repayment
will only be made after all costs for loss or damage have been
fully determined by LESSOR and such repayment will be made in
monthly installments in amounts as shall be determined by
LESSOR for the duration of the Lease. Acceptance by LESSOR of
such Rent shall not constitute a waiver of any then existing
default thereafter occurring.
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3. Enter upon and take possession of the Premises as agent of
LESSEE without terminating this Lease and without being liable
to prosecution or any claim for damages. LESSOR may relet all
or any portion of the Premises as the agent of LESSEE for such
term and upon such terms as LESSOR sees fit and receive the
Rent, in which event LESSEE shall pay to LESSOR on demand the
cost of renovating, repairing and altering the Premises for a
new lessee or lessees, plus all costs of reletting the
Premises and any deficiency arising by reason of such
reletting. LESSOR'S failure to relet shall not release
LESSEE'S liability for Rent or damages. If LESSOR elects to
enter and relet the Premises, LESSOR may at any time
thereafter elect to terminate this Lease for LESSEE'S default.
If LESSOR takes possession of the Premises, LESSOR shall have
the right to Rent any other available space in the Building
before reletting or attempting to relet the Premises.
4. LESSOR may do whatever LESSEE is obligated to do under the
provisions of this Lease and may enter the Premises without
being liable to prosecution or claim for damages in order to
accomplish this purpose. LESSEE agrees to reimburse LESSOR
immediately upon demand for any expenses which LESSOR may
incur in complying with the terms of this Lease on behalf of
LESSEE. LESSEE agrees that LESSOR shall not be liable for any
damages to LESSEE from such action.
XII. ATTORNEYS' FEES
If LESSEE shall at any time be in default hereunder, or if LESSOR shall
incur any attorney's fees necessary to enforce any terms or conditions of this
Lease, or if LESSOR shall institute an action of summary process or any other
legal action against LESSEE based on such default, or if LESSOR shall cure such
default or defaults of LESSEE (as permitted under this Lease), then LESSEE shall
reimburse LESSOR for the reasonable attorneys' fees and disbursements thereby
incurred by LESSOR on the first day of the month following the incurring of such
expenses.
If LESSOR shall at any time be in default hereunder, or if LESSEE shall
incur any attorneys fees necessary to enforce any terms or conditions of this
lease, or if LESSEE shall institute any legal action against LESSOR based on
such default, and LESSEE is the prevailing party in the enforcement action
brought by LESSEE, or if LESSEE shall cure such default or defaults of LESSOR
(to the extent any such cure is authorized under this Lease), then LESSOR shall
reimburse LESSEE for the reasonable attorney's fees and disbursements thereby
incurred by LESSEE.
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XIII. LESSEE'S PROPERTY
LESSEE agrees that all of the furnishings, fixtures, equipment, effects
and property of every kind, nature and description of LESSEE and of all persons
claiming by, through or under LESSEE which, during the continuance of this Lease
or any occupancy of the Premises by LESSEE or anyone claiming under LESSEE, may
be on the Premises or elsewhere in the Building, shall be at the sole risk and
hazard of LESSEE, and if the whole or any part thereof shall be destroyed or
damaged by fire, water or otherwise, or by the leakage or bursting of water
pipes, steam pipes or other pipes, by theft or from any other cause, no part of
said loss or damage is to be charged to or to borne by LESSOR.
XIV. FIRE AND OTHER CASUALTY
If the Building shall be damaged by fire or otherwise to the extent of
twenty-five (25%) or less of the replacement value and no material portion of
the Premises is rendered untenantable, the Building and the Premises shall be
repaired within one hundred and twenty (120) days of the date on which the
damage occurred at the expense of LESSOR, with the Rent paid by LESSEE to be
reduced proportionately based upon the percentage of useable space.
If the damage to the Building shall be in excess of twenty-five percent
(25%) of the replacement value, or so extensive as to render any material
portion of the Premises untenantable, LESSOR shall have the option to terminate
this Lease by providing LESSEE notice thereof within sixty (60) days of such
casualty; provided, however, if LESSOR does not terminate this Lease, the Rent
shall cease until such time as the Building repair shall be substantially
complete. Said repairs to be completed by LESSOR within eight (8) months after
serving LESSEE with the aforementioned notice. LESSEE shall have the option to
terminate this Lease by providing LESSOR notice thereof within sixty (60) days
of such casualty (the "NOTICE PERIOD"), provided, however that LESSEE shall have
no such right to terminate under this Article XIV if LESSOR has undertaken the
repair or restoration of the Building during the Notice Period and is diligently
pursuing the same.
If there is a total destruction of the Premises, by fire or otherwise,
either LESSOR or LESSEE shall have the option to terminate this Lease
within sixty (60) days of such casualty and the Rent shall cease until
such time as the Building Repair shall be substantially complete. If the
casualty is caused by LESSEE'S negligence or neglect, LESSEE shall be
responsible for the cost of all repairs or reconstruction of the Premises
(to the extent no insurance is paid with respect thereto) and for all
Rent.
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XV. LESSEE'S INSURANCE REQUIREMENTS
LESSEE shall pay its CAM % of any liability insurance premiums paid by
LESSOR with respect to the Office center and shall pay its Building % of any
casualty insurance premiums or other insurance premiums (with respect to
insurance coverage LESSOR obtains and deems necessary) allocated specifically to
the Building. Such payment shall be made within thirty (30) days after written
notice thereof.
LESSEE agrees to carry public liability insurance with responsible
companies qualified to do business in the State of Connecticut and in good
standing therein, written on a per occurrence basis with limits of liability of
not less than $500,000 for bodily injury to one person, $1,000,000 for any one
occurrence and $100,000 for property damage, and worker's compensation insurance
with statutory limits covering all of LESSEE'S employees working on the
Premises. LESSEE shall provide LESSOR with a certificate of insurance and such
policy shall provide that it may not be canceled without at least thirty (30)
days prior written notice to LESSOR and which shall name LESSOR as an additional
insured.
LESSEE agrees to maintain in responsible companies qualified to do
business in the State of Connecticut and in good standing therein fire insurance
with such extended coverage endorsements as LESSOR may from time to time require
covering all of LESSEE'S Tenant Improvements in and to the Premises to the
extent of at least eighty percent (80%) of their replacement cost.
If, due to a change in the nature or method of operating LESSEE'S business
at any time during the Lease Term, and upon providing LESSEE with sufficient
evidence thereof, the cost of LESSOR'S (a) fire and casualty insurance on the
Building (or any other Building at the Office center), (b) liability insurance,
and (c) all other insurance maintained by LESSOR, increases over LESSOR'S
present cost, LESSEE agrees to pay all such increase in cost as additional Rent
hereunder during the term of this Lease.
LESSEE agrees to defend with counsel approved by LESSOR, save harmless and
indemnify LESSOR from all claims or damage to or of any person or property while
on the Premises unless arising from the negligence of LESSOR, and from all
claims or damage to or of any person or property anywhere occasioned by any act,
omission, fault, neglect or other misconduct of LESSEE, arising out of or in
connection with LESSEE'S business operations on the Premises.
Insurance policies required to be maintained by LESSEE or LESSOR shall
contain a clause that the insurer will agree to waive any right of subrogation
against the other in connection with or arising out of any fire or other risk or
casualty covered by said insurance. If insurance with such waiver is obtainable
only upon payment of an additional premium, LESSEE, upon request of LESSOR,
shall have such waiver included in its policies and shall pay such additional
premium therefor as is required by the insurer.
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XVI. EMINENT DOMAIN
A. If the whole or any material portion of the Leased Premises or the
Building shall be acquired or condemned by eminent domain for any public or
quasi-public use or purpose, or if such portion of the Common Areas is so taken
as to materially impair LESSEE's access to or parking at the Office center, or
substantially interfere with LESSEE's business operations at the Leased
Premises, either party shall have the option to terminate this Lease upon ninety
(90) days' notice to the other, provided that such notice is given no later than
one hundred and eighty (180) days after the date of such taking.
▇. ▇▇▇▇▇▇ shall be entitled to the entire award or payment in connection
with such taking, and LESSEE shall have no claim against LESSOR for any amount,
including the value of any unexpired term of said Lease.
C. If any part of the Premises shall be taken, and this Lease is not
terminated pursuant to this Section XVI, the amount of LESSEE's Rent shall be
equitably adjusted.
D. If there is a temporary taking of all or any portion of the Premises
for a period of one hundred and eighty (180) days or less, then this Lease shall
not terminate, but Base Rent shall be abated for the period of such taking in
proportion to the ratio that the amount of rentable square feet floor area of
the Premises taken bears to the total floor area of the Premises. LESSOR shall
be entitled to receive the entire award made in connection with any such
temporary taking.
XVII. ASSIGNMENT OR SUBLETTING, ETC.
A. Except as permitted in this Section XVII, LESSEE, for itself, its
heirs, distributees, executors, administrators, legal representatives,
successors and assigns, expressly covenants that it shall not, without the prior
written consent of LESSOR, which consent will not be unreasonably withheld,
assign, mortgage, or encumber this Lease, or any interest hereunder by operation
of law, nor sublet or suffer or permit the Leased Premises or any part thereof
to be used by persons other than LESSEE and its employees (all of the foregoing
are hereinafter sometimes referred to collectively as "TRANSFERS", and any
person to whom any Transfer is made or sought to be made are hereinafter
sometimes referred to as a "TRANSFEREE"). The term "TRANSFER" shall also include
(i) if LESSEE is a partnership, the withdrawal or change, voluntary,
involuntary, or by operation of law of fifty percent (50%) or more of the
general partners, or transfer of twenty- five percent (25%) or more of the
general partnership interest, within a twelve (12) month period, or the
dissolution of the partnership without immediate reconstitution thereof, and
(ii) if LESSEE is a closely held corporation (i.e., its stock is not publicly
held and not traded through an exchange or over the counter), (a) the
dissolution, merger, consolidation or other reorganization of LESSEE, (b) the
sale or other transfer of more than an aggregate of fifty percent (50%) of the
voting shares of LESSEE (other than to immediate family members by reason of
gift or death), within a twelve (12) month period, or (c) the sale, mortgage,
hypothecation or pledge of more than an aggregate of fifty percent (50%) of the
value of the unencumbered assets of LESSEE within a twelve (12) month period.
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B. LESSEE shall request LESSOR's consent to any proposed Transfer in
writing, which request for consent (the "REQUEST FOR CONSENT") shall include:
1. The proposed effective date of the Transfer, which shall not
be less than thirty (30) days after, nor more than one hundred
and eighty (180) days after the date of delivery of the
Request for Consent,
2. A description of the portion of the Premises to be transferred
(the "SUBJECT SPACE"),
3. A summary of the material terms of the proposed Transfer, and
4. The current financial statements of the proposed Transferee
certified by an officer, partner or owner thereof, and any
other information reasonably requested by LESSOR to determine
the financial responsibility, character and business
experience of the proposed Transferee, the nature of such
Transferee's business and proposed use of the Subject Space.
C. Without limitation as to other reasonable grounds for withholding
consent, LESSOR and LESSEE hereby agree that it shall be reasonable for LESSOR
to withhold consent to any proposed Transfer where one or more of the following
circumstances are present:
1. The Transferee's contemplated use of the Subject Space
conflicts with the Permitted Uses specified in Section XXI,
INFRA, (subject to LESSEE's right to request that LESSOR
reasonably approve a change in LESSEE's Permitted Use);
2. In LESSOR's reasonable business judgment, the Transferee lacks
sufficient business experience, reputation or character to
operate a successful business from the Premises;
3. In LESSOR's reasonable business judgment, the Transferee does
not possess sufficient financial worth and! or financial
stability in light of the responsibilities involved under the
Lease on the date consent is requested;
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4. The proposed Transferee would cause a violation of another
lease for space in the Office center, or would give an
occupant or tenant of the Office center the right to cancel
its lease or bring an action against LESSOR;
5. The proposed Transfer relates to less than all of the
Premises; or
6. In LESSOR's reasonable business judgment, the Rent (including
percentage rent, if any) that LESSOR reasonably anticipates
receiving from the Transferee during the first twelve (12)
months following such Transfer is less than that which LESSOR
has received from LESSEE over the immediately preceding twelve
(12) month period.
D. If LESSOR consents to any Transfer pursuant to the terms of this
Section XVII:
1. LESSEE may within one hundred and eighty (180) days after
LESSOR has given its consent, but not later than the
expiration of that period, enter into such Transfer upon the
terms and conditions set forth in the Request for Consent; and
shall deliver to LESSOR, promptly after execution, a copy of
the assignment or sublease or similar Transfer document;
2. The terms and conditions of this Lease shall in no way be
deemed to have been waived or modified;
3. Such consent will not be deemed consent to any further
Transfer by either LESSEE or Transferee;
4. No Transfer under this Section XVII, either made with or
without - LESSOR's consent (including any Transfer permitted
without LESSOR's - consent as provided for in subparagraph H,
INFRA), shall relieve LESSEE from any liability under this
Lease.
E. Whether or not LESSOR consents to any proposed Transfer, LESSEE
shall pay LESSOR's reasonable review and processing fees, as well as any
reasonable legal fees incurred by LESSOR, within thirty (30) days after written
request by LESSOR. Total fees shall not exceed $5,000.00.
F. Any Transfer made without LESSOR's prior written consent shall, at
LESSOR's option, be null, void and of no effect, and shall, at LESSOR's option,
constitute a default by LESSEE under this Lease.
G. If this Lease be so assigned or if the Leased Premises or any part
thereof are sublet or occupied by anybody other than LESSEE, LESSEE or
Transferee shall be required to pay all Rent directly over to LESSOR, and LESSOR
shall be entitled to collect any Rent payable from the Transferee, apply the net
amount collected to the Rent herein reserved, and keep any excess as additional
Rent for the use of the Leased Premises.
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H. LESSEE shall have the right to Transfer this Lease to a "Holding
Company" without the prior consent of LESSOR. LESSEE must notify LESSOR of
transfer according to the procedure set out in section B. above. The "Holding
Company" transfer is exempt from LESSOR consent only if the ownership of the new
LESSEE will be substantially the same as the previous LESSEE.
I. LESSOR shall have complete and uncontrolled right to assign LESSOR's
interest under this Lease to any persons, firm or corporation at any time
without LESSEE's consent.
XVIII. SUBORDINATION
LESSEE agrees at the request of LESSOR to subordinate this Lease to any
mortgage placed upon the Leased Premises by LESSOR, including mortgages placed
subsequent to the date of this Lease, provided that the holder of such mortgage
enters into an agreement with LESSEE, binding upon the successors and assigns of
the parties thereto by the terms of which such holder agrees not to disturb the
possession and other rights of LESSEE under this Lease so long as LESSEE is not
in default of its obligations hereunder, and in the event of acquisition of
title by said holder through foreclosure proceedings or otherwise, to accept
LESSEE as LESSEE of the Premises under the terms and conditions hereunder (but
only while owner of the Premises), and LESSEE agrees to recognize and attorn to
such holder or any other person -acquiring title to the Premises as LESSOR.
LESSEE and LESSOR agree to execute and deliver any appropriate instruments
necessary to carry out the terms of this paragraph. Any such mortgage to which
this Lease shall be subordinated may contain such terms, provisions and
conditions as the mortgagee deems usual and customary, including specifically
such mortgagee's control and application of insurance or condemnation proceeds
in the event of casualty or condemnation.
XIX. COMMON AREAS; BUILDING MAINTENANCE
LESSOR shall operate, manage, equip, light, clean, repair and maintain the
Common Areas for their intended purposes, maintain landscaping and provide for
the removal of snow and ice therefrom. LESSOR shall not be liable for any
inconvenience or interruption of business or other consequences resulting from
the making of repairs, replacements, improvements, alterations or additions, or
from the doing of any other work to or upon any such Common Areas, or from delay
or failure to perform such maintenance, snow or ice removal or other work with
respect to such common areas when such delay or failure is attributable to any
cause beyond LESSOR'S reasonable control.
LESSEE shall pay its CAM Reimbursement Percentage of any Common Area
expenses of operating, maintaining and repairing the Common Area plus a five
percent (5%) management fee. LESSEE agrees to make such payment on a monthly
basis commencing on the Effective Date at an estimated rate of $1.10 per square
foot for the first Lease Year. The estimated first year's payment is calculated
as follows: 5,000 square feet at $1.10 p.s.f. = $5,500.00 per year, payable in
monthly installments of $458.34. Actual cost of Common Area maintenance shall be
reconciled on each anniversary of this Lease and appropriate adjustments will be
made. LESSOR reserves the right to reconcile these charges annually by calendar
year or Lease year. In addition to CAM charges, LESSOR reserves the right to
▇▇▇▇ LESSEE in full for any charges for CAM type services performed exclusively
for LESSEE or requested by LESSEE in addition to that which is usual and
customary. LESSEE shall pay its Building % of any expenses incurred by LESSOR
with respect to its obligations to maintain the structural and exterior
condition of the Building (such expenses not being considered Common Area
expenses).
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XX. OPTION PERIODS
A. LESSEE shall have the right, upon written notice to LESSOR at least
ninety (90) days prior to the expiration of the Original Lease Term or any
extension thereof to extend the term of this Lease for three (3) individual
periods of five (5) years each upon the same terms, covenants and conditions
except that the Base Rent for said additional option periods shall be paid as
set forth in Section I.
XXI. PERMITTED USES; EXCLUSIVE USE.
A. The Leased Premises are to be used and occupied for Bank
Office/Headquarters or for any other lawful office use.
B. During such time as this Lease shall remain in effect and LESSEE
continues to use or occupy the Leased Premises as Bank Office/Headquarters,
LESSOR shall not lease, use or permit to be used any other portion of or
premises in the Office center for Bank Office/Headquarters.
XXII. LESSEE'S SIGNAGE
A. Subject to any required governmental approvals and the applicable
provisions of the City of Bristol Zoning Regulations and approval of the Bristol
Development Authority, and with the prior written approval of LESSOR, which
shall not be unreasonably withheld or delayed, LESSEE shall be permitted to
install a prototypical exterior building sign on the exterior of the Building,
and such other permanent or temporary signs at the Premises, which signs shall
be designed and installed at LESSEE's sole cost and expense ("LESSEE'S
SIGNAGE").
B. LESSEE shall maintain all of Lessee's Signage through the Lease
Term, and shall remove Lessee's Signage from the Leased Premises and the Office
center at the end of the Lease Term. Upon removal of Lessee's Signage, LESSEE
shall promptly repair all damage caused by such removal at LESSEE's sole cost
and expense.
C. LESSEE's rights under this Section XXII B shall be personal to
LESSEE and may not be assigned or transferred to, or utilized by any other
person or entity, except as an assignee of LESSEE in accordance with Section
XVII of this Lease.
D. LESSEE shall not use any advertising media that LESSOR shall
reasonably deem objectionable to it or to other tenants or occupants of the
Office center, such as, without limiting the generality of the foregoing, loud
speakers, phonographs, televisions, public address systems, sound amplifiers,
radios, broadcast or telecasts within the Office center or permit in the Leased
Premises any entertainment or other activities in a manner seen or heard outside
of the Premises or disturbing to tenants or other occupants of the Office
center.
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XXIII. SURRENDER OF PREMISES
At the expiration of the Lease Term or earlier termination of this Lease,
LESSEE shall, without expense to LESSOR:
A. Remove, or cause to be removed from the Leased Premises:
1. All debris and rubbish;
2. All items of furniture, equipment, furnishings, trade fixtures
and other personal property owned by LESSEE or installed or
placed by LESSEE at its expense in the Leased Premises, which
shall also include, but not be limited to, ice machines,
fryolaters, toasters, freezers, walk-in coolers, tables,
chairs, lighting fixtures, fans, hoods, stoves, and other
kitchen and dining equipment; and
3. All Lessee's Signage, wherever located;
B. Repair any damage caused by the removal of the items described in
Section XXIII.A(1) and (2), above.
C. Surrender all keys to the Leased Premises; and
D. Yield up the Leased Premises, broom clean and in the same good order
and repair in which LESSEE is obliged to keep and maintain the Leased Premises
by the provision of this Lease, normal wear and tear excepted.
XXIV. OWNERSHIP AND REMOVAL OF TRADE FIXTURES
A. Subject to the requirements of subparagraph B of this Section XXIV,
LESSOR, within twenty (20) days after request from LESSEE, shall execute and
deliver any document reasonably required by any supplier, lessor or lender of
LESSEE in connection with: (I) the granting, creating or perfecting by LESSEE
of a security interest in and to LESSEE's moveable personal property (including,
but not limited to LESSEE's food, inventory, supplies, merchandise, machinery
and equipment, but specifically excluding any such personal property paid for by
LESSOR or that is affixed to the Leased Premises anti becomes an integral part
of the structure or operation thereof (hereinafter, collectively, "LESSEE'S
PERSONALTY"), and (2) any proceeds therefrom, pursuant to which LESSOR shall
subordinate any rights it may have or acquire with respect to Lessee's
Personalty, and any proceeds therefrom.
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B. As a condition to LESSOR's subordination of its rights in and to
Lessee's Personalty, LESSEE shall use all reasonable efforts to obtain from such
supplier, lessor or lender, in a form acceptable to LESSOR, an agreement in
writing that such supplier, lessor or lender will:
1. With respect to any of Lessee's Personalty in which it has an
ownership, possessory or security interest (the "COLLATERAL"),
remove the Collateral from the Leased Premises before the
expiration of the Lease Term, or within ten (10) days after
the earlier termination of this Lease; and -
2. Upon removing the Collateral, repair all damages or indemnify
LESSOR for any damage to the Leased Premises, the Building or
the Office center caused by the removal of the Collateral.
XXV. MISCELLANEOUS PROVISIONS
A. LESSEE'S Contingency. LESSOR and LESSEE hereby acknowledge that
LESSEE's obligation to perform under this Lease is contingent upon LESSEE
obtaining all necessary local, state, federal and private approvals
(collectively, the "APPROVALS") in order to construct and operate a Bank
Office/Headquarters, with the appropriate number of parking spaces, on the
Leased Premises. If LESSEE fails to obtain the Approvals by [date] LESSOR
shall have the right to terminate this Lease by thirty (30) days' written
notice to LESSEE.
B. Notice from One Party to the Other. Any notice from LESSOR to LESSEE
or from LESSEE to LESSOR shall be deemed duly served if mailed by registered or
certified mail addressed, if to LESSEE, at the Original Address of LESSEE or
such other address as LESSEE shall have last designated by notice in writing to
LESSOR; and if to LESSOR, at the Original Address of LESSOR or such other
address as LESSOR shall have last designated by notice in writing to LESSEE.
C. Brokerage. It is agreed that the Broker representing LESSOR is No
Broker and the Broker representing LESSEE is No Broker. LESSOR will not pay any
broker or agent fees due and payable under the terms of any listing agreement.
D. Lease Not to Be Recorded. LESSEE agrees that it will not record
this Lease. Both parties shall, execute and deliver a notice or short form of
this Lease in such form, if any, as may be permitted by applicable statute which
shall be recorded on the Bristol land records. If this Lease is terminated
before the Term expires, the parties shall execute, deliver and record an
instrument acknowledging such fact and the actual date of termination of this
Lease and LESSEE hereby appoints LESSOR its attorney-in-fact in its name and
behalf to execute such instrument.
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E. Acts of God: Force Majeure. In any case where either party hereby is
required to do any act, delays caused by or resulting from Acts of God, war,
civil commotion, fire or other casualty, labor difficulties, shortages of labor,
materials or equipment, government regulations or other causes beyond such
party's reasonable control shall not be counted in determining the time during
which work shall be completed, whether such time be designated by a fixed date,
a fixed time or "a reasonable time".
F. Status Certificate. LESSEE agrees from time to time, upon not less
than fifteen (15) days' prior written request by LESSOR, to execute, acknowledge
and deliver to LESSOR a statement in writing certifying that this Lease is
unmodified and in full force and effect and that LESSEE has no defense, offsets
or counterclaims against its obligations to pay the Rent and any other rent and
charges, and to perform its other covenants under this Lease (or if there have
been any modifications, that the same is in full force and effect as modified
and stating the modifications, and if there are any defenses, offsets or
counterclaims, setting them forth in reasonable detail), and the dates to which
the Base Rent, additional rent or any other charges have been paid. And such
statement may be relied upon by any prospective purchaser or mortgagee of the
Premises or the Building or any prospective assignee of any such mortgage.
G. No Accord and Satisfaction. No acceptance by LESSOR of a lesser sum
than the Base Rent, additional rent or any other charges then due shall be
deemed to be other than on account of the earliest installment of such Rent or
charge due, nor shall endorsement or statement on any check or payment as Rent
or other charge be deemed an accord and satisfaction, and LESSOR may accept such
check or payment without prejudice to LESSOR'S right to recover the balance of
such installment or pursue any other remedy in this Lease provided or by
operation of law.
H. Applicable Law and Construction. This Lease shall be governed by
and construed in accordance with the laws of the State of Connecticut and, if
any provisions of this Lease shall to any extent be invalid, the remainder of
this Lease shall not be affected thereby. There are no oral or written
agreements between LESSOR and LESSEE affecting this Lease. This Lease may be
amended only by instruments in writing executed by LESSOR and LESSEE. LESSOR
shall not be deemed, in any way or for any purpose, to have become, by the
execution of this Lease or any action taken thereunder, a partner of LESSEE in
its business or otherwise a joint venturer or a member of any enterprise with
LESSEE. The titles of the several Articles and Sections contained herein are for
convenience only and shall not be considered in construing this Lease. Unless
repugnant to the context, the words "LESSOR" and "LESSEE" appearing in this
Lease shall be construed to mean those named above and their respective heirs,
executors, administrators, successors and assigns, and those claiming through
and under them respectively. If there is more than one (1) LESSEE, the
obligations imposed by this Lease shall be joint and several.
I. Disclaimer of Warranties. It is agreed that no warranties or
representations, either express or implied in law or in fact, have been made by
LESSOR.
J. Submission Not an Option. The submission of this Lease or a summary
of some or all of its provisions for examination does not constitute a
reservation of an option for the Premises, or an offer to lease, it being
understood and agreed that this Lease shall not bind LESSOR in any manner
whatsoever until it has been approved and executed by both LESSOR and LESSEE.
21
K. Rules and Regulations. LESSEE shall bear the cost of removing all
trash and refuse generated by LESSEE in the use of the Leased Premises. LESSEE
agrees to store all -trash and refuse within the Premises and to attend to the
daily disposal thereof in the manner designated by LESSOR; to use reasonable
efforts to keep all drains inside the Premises in good operating condition; to
receive and deliver goods and merchandise only in the manner reasonably
designated by LESSOR; to comply with all reasonable rules and regulations which
LESSOR may make in the management and use of the Leased Premises; and to require
such conformance by LESSEE'S employees.
L. Time of Essence. Time shall be of the essence with respect to each
provision of this Lease requiring payment or performance by a certain date or
within a particular period of time.
M. Option of First refusal. The LESSEE shall have an option during the
term of this Lease or any extension or renewal thereof to purchase the premises
at the same terms and conditions as offered to the LESSOR by any bona fide
purchaser, and that before accepting any offer from any bona fide purchaser, the
LESSOR shall submit the same in writing to the LESSEE and the LESSEE shall have
fifteen (15) days from the receipt of such written notice from the LESSOR in
which to accept or refuse the terms offered by said bona fide purchaser. If the
LESSEE elects to purchase the property, he shall mail a written notice to the
LESSOR signifying his intention to purchase the property upon said terms, and
shall agree to carry out said purchase within 30 days.
N. FDIC Compliance. Notwithstanding any other provisions contained in
this lease, in the event (a) Lessee or its successors or assignees shall become
insolvent or bankrupt, or if it or their interests under this Lease shall be
levied-upon or sold under execution or other legal process, or (b) the
depository institution then operating on the premises is closed, or is taken
over by any depository institution supervisory authority ("Authority"), LESSOR
may, in either such event, terminate this Lease only with the concurrence of any
of any Receiver or Liquidator appointed by such Authority; provided, that in the
event this Lease is terminated by the Receiver or Liquidator, the maximum claim
of LESSOR for rent, damages, or indemnity for injury resulting from the
termination, rejection, or abandonment of the unexpired Lease shall by law in no
event be in an amount exceeding an amount equal to all accrued and unpaid rent
to the date of termination.
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IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
seals and to a duplicate of the same, this 5th day of October, 1999.
Signed, Sealed and Delivered
in the presence of: The ▇▇▇▇▇▇▇▇▇ Realty Co., a Connecticut
Corporation
By: ___________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Its President
Signed, Sealed and Delivered
in the presence of: The ▇. ▇▇▇▇▇▇▇▇▇ Construction Co., a
Connecticut Corporation
By: ___________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Its President
Signed, Sealed and Delivered
in the presence of: Bristol Holding, LLC, a Connecticut
Limited Liability Company
By: ___________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Its Managing Member
Signed, Sealed and Delivered
in the presence of: Valley Bank in Organization, Inc.
By: ___________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Its President
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