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EXHIBIT 10.12
SUBLEASE AGREEMENT
BY AND BETWEEN
CHEVY CHASE BANK, F.S.B.,
Sublessor
AND
CENTURY NATIONAL BANK
Sublessee
for premises at
Xxxxx 000
0000 Xxxxxxxxxx Xxxxx
XxXxxx, Xxxxxxxx
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TABLE OF CONTENTS
Section Page
------- ----
1. PARTIES.................................................................................................3
2. MASTER LEASE............................................................................................3
3. PREMISES................................................................................................3
4. WARRANTY BY SUBLESSOR...................................................................................3
5. INITIAL LEASE TERM......................................................................................3
6. BASE RENT...............................................................................................3
7. MAINTENANCE AND REPAIRS.................................................................................4
8. ALTERATIONS.............................................................................................4
9. SIGNS...................................................................................................5
10. SECURITY DEPOSIT........................................................................................5
11. USE OF THE PREMISES.....................................................................................5
12. ASSIGNMENT AND SUBLETTING...............................................................................5
13. ATTORNE.................................................................................................6
14. NOTICES.................................................................................................6
15. DEFAULT PROVISIONS......................................................................................7
16. BANKRUPTCY TERMINATION PROVISION........................................................................8
17. SUBLESSEE'S INSURANCE...................................................................................8
18. PARKING.................................................................................................9
19. HOLDING OVER............................................................................................9
20. LANDLORD'S CONSENT......................................................................................9
21. OTHER PROVISIONS OF SUBLEASE............................................................................9
22. AGENCY DISCLOSURE......................................................................................10
23. COMMISSION.............................................................................................10
EXHIBIT A -- Master Lease
EXHIBIT B -- Overlandlord's Consent
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CHEVY CHASE BANK, F.S.B.
SUBLEASE
1. PARTIES.
This Sublease, dated as of November _____, 1996 is made between CHEVY
CHASE BANK, F.S.B. ("Sublessor"), and CENTURY NATIONAL BANK, a national
banking association, having a principal address of 0000 Xxx Xxxxxx,
X.X., Xxxxxxxxxx, X.X. 00000 ("Sublessee").
2. MASTER LEASE.
Sublessor is the lessee under a written lease dated April 7, 1989
wherein Greensboro Associates Limited Partnership ("Lessor") leased to
Sublessor approximately One Thousand Eight Hundred One (1,801) square
feet of rentable area located on the first floor in the building known
as Xxxxxx Xxxxxxxx Xxxxxxxx Building at 0000 Xxxxxxxxxx Xxxxx, XxXxxx,
Xxxxxxxx, (Master Premises).
3. PREMISES.
Sublessor hereby subleases to Sublessee on the terms and conditions set
forth in this Sublease the following portion of the Master Premises;
approximately One Thousand Eight Hundred One (1,801) square feet of
rentable area located on the first floor at 0000 Xxxxxxxxxx Xxxxx,
XxXxxx, Xxxxxxxx (the "Premises").
4. WARRANTY BY SUBLESSOR.
Sublessor warrants and represents to Sublessee that the Master Lease
has not been amended or modified except as expressly set forth herein.
5. INITIAL LEASE TERM.
5.1 The term of this Sublease shall commence the later of December 1,
1996, the date of Overlandlord's Consent or delivery of the Premises
("Commencement Date"), and end on March 31, 1999 ("Termination Date"),
unless otherwise sooner terminated in accordance with the provisions of
this Sublease. Possession of the Premises ("Possession") shall be
delivered to Sublessee on the commencement of the Term. If Sublessor
permits Sublessee to take Possession prior to the commencement of the
Term, such early Possession shall not advance the Termination Date and
shall be subject to the provisions of the Sublease, including without
limitation the payment of rent.
5.2 Lease Year shall mean a period of twelve (12) consecutive months
commencing on the Commencement Date and each successive twelve (12)
month period thereafter; provided, however, that if the Commencement
Date is not the first day of a month, then the second Lease Year shall
commence on the first day of the month in which the first anniversary
of the Sublease Commencement Date occurs.
6. BASE RENT.
6.1 Minimum Rent. Sublessee shall pay to Sublessor as minimum rent,
without deduction, setoff, notice, or demand, at 0000 Xxxxxxxxxxx
Xxxxxx, Xxxxx Xxxxx, Xxxxxxxx 00000, ATTN: Leasing Department, or such
other place as Sublessor shall designate from time to time by notice to
Sublessee, the sum of Three Thousand Four Hundred Fifty-One and 92/100
Dollars ($3,451.92) per month (which amount is based on an annual Base
Rental Rate of Twenty-Three and 00/100 ($23.00) Dollars per square foot
of rentable area of the Premises), in advance on the first day of each
month of the Term, without deduction, setoff, notice or demand. On the
first day of the second and each subsequent Lease Year, the Base Rent
then in effect shall be increased Three (3%) Percent annually.
Concurrently with Sublessee's execution of this Sublease Agreement,
Sublessee shall pay an amount equal to one (1) monthly installment of
the Base Rent payable during the first Lease Year representing the
first month's Base Rent due under this Sublease. If the Term begins or
ends on a day other than the first or last day of a month, the rent for
the partial months shall be prorated in a per diem basis.
6.2 All sums payable by Sublessee shall be paid to Sublessor in legal
tender of the United States, without offset, deduction or demand, at
the address to which written notices to Sublessor are to be given or to
such other party or such other address as Sublessor may designate in
writing. Sublessor's acceptance of rent after it shall have become due
and payable shall not excuse a delay upon subsequent occasions or
constitute a waiver of any of Sublessor's rights.
6.3 Operating Costs. Sublessor is required under the Master Lease to
pay to Lessor all of the Premises pro rata share of the expenses in
excess of $6.00/Square Feet of operating the building and/or project of
which the Premises are a part ("Operating Costs"), including but not
limited to taxes, utilities, or insurance. Therefore in accordance with
the Master Lease, Sublessee shall pay to Sublessor as additional
charges its proportionate share of Operating Costs above actual
expenses for the year commencing January 1, 1996 and ending December
31, 1996 incurred during the Term. Sublessee covenants and agrees to
pay, as additional rent (herein sometimes called "Additional charges"),
all sums of money or charges of whatsoever kind, nature or description,
if any (except Base Rent), as shall be required to be paid by Sublessee
pursuant to the terms of this Sublease, whether or not the same is
specifically designated herein as additional rent. Such additional rent
shall be payable as and when Operating Costs are payable by Sublessor
to Lessor. If the Master Lease provides for the payment by
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Sublessor of Operating Costs on the basis of an estimate thereof, then
as and when adjustments between estimated and actual Operating Costs
are made under the Master Lease, the obligations of Sublessor and
Sublessee hereunder shall be adjusted in a like manner; and if any such
adjustment shall occur after the expiration of earlier termination of
the Term, then the obligations of Sublessor and Sublessee under the
Subsection 6.2 shall survive such expiration or termination. Sublessor
shall furnish Sublessee with copies of all statements submitted by
Lessor of actual or estimated Operating Costs during the Term.
7. MAINTENANCE AND REPAIRS.
Sublessee shall keep and maintain the Premises and all fixtures and
equipment located therein in clean, safe and sanitary condition, shall
take good care thereof and make all necessary repairs thereto, shall
suffer no waste or injury thereto, and at the expiration or earlier
termination of the Lease Term, shall surrender the Premises in the same
order and condition in which they were on the Commencement Date,
ordinary wear and tear and unavoidable damage by the elements excepted.
All injury, breakage and damage to the Premises and to any other part
of the Premises or the Building caused by any act or omission of
Sublessee or any invitee, agent, employee, subtenant, assignee,
contractor, client, family member, licensee, customer or guest of
Sublessee (collectively "Invitees"), shall be repaired by and at
Sublessee's expense, except that Sublessor and/or Lessor shall have the
right at Sublessor's/Lessor's option to make any such repair and to
charge Sublessee for all costs and expenses incurred in connection
therewith if Sublessee is not diligently pursuing such repair.
8. ALTERATIONS.
8.1 Sublessee shall not make or permit anyone to make any Alteration in
or to the Premises without Sublessor's and Lessor's prior written
consent, which consent shall not be unreasonably withheld, conditioned
or delayed. Any Alteration made by Sublessee shall be made: (a) in a
good, workmanlike, first-class and prompt manner; (b) using new
material only; (c) by a contractor and in accordance with plans and
specifications approved in writing by Sublessor and Lessor; (d) in
accordance with all applicable legal requirements and requirements of
any company insuring the Building; (e) after obtaining public liability
and workmen's compensation insurance policies approved in writing by
Sublessor and Lessor; and (f) after delivering to Sublessor written,
unconditional waivers of mechanics' and materialmen's liens against the
Premises and the Building from all proposed contractors,
subcontractors, laborers and material suppliers for all work and
materials in connection with such Alteration. If any lien (or a
petition to establish a lien) is filed in connection with any such
Alteration, then such lien (or petition) shall be discharged by
Sublessee at Sublessee's expense within ten (10) days thereafter by the
payment thereof or filing of a bond acceptable to Sublessor.
Sublessor's consent to the making of an Alteration shall not be deemed
to constitute Sublessor's consent to subject its interest in the
Premises or the Building to any liens which may be filed in connection
therewith.
8.2 Permits. Sublessee shall, at its own expense, promptly obtain from
the appropriate governmental authorities any and all permits, licenses
and the like required to permit Sublessee to occupy the Premises for
the purposes herein stated. This requirement shall not relieve the
Sublessee of its liability for rent from the Commencement Date
hereinabove set forth.
8.3 If any Alteration is made without Sublessor's and Lessor's prior
written consent, Sublessor and Lessor shall have the right at
Sublessee's expense to remove and correct such Alteration and restore
the Premises to their condition immediately prior thereto or to require
Sublessee to do the same. All Alterations to the Premises made by
either party shall immediately become Sublessor's and Lessor's property
and shall remain upon and be surrendered at the expiration or earlier
termination of the Lease Term, except that Sublessee shall be required
to remove all Alterations made by Sublessee to the Premises which
Sublessor and/or Lessor designates in writing for removal at the time
of consent. Notwithstanding the foregoing, if Sublessee is not in
default under this Sublease, Sublessee shall have the right to remove,
prior to the expiration or earlier termination of the Sublease Term,
all movable furniture, furnishings and equipment installed in the
Premises solely at Sublessee's expense. Movable furniture, furnishings
and equipment shall be deemed to exclude any item which normally would
be removed from the Premises with the assistance of any tool or
machinery other than a dolly. Sublessor and Lessor shall have the right
to repair at Sublessee's expense all damage and injury to the Premises
or the Building caused by any such removal or to require Sublessee to
do the same. If any furniture, furnishing or equipment is not removed
by Sublessee prior to the expiration or earlier termination of the
Initial Lease Term, then, excluding all Sublessee's trade fixtures, the
same shall become Sublessor's and/or Lessor's property and shall be
surrendered with the Premises as a part thereof; provided, however,
that Sublessor and/or Lessor shall have the right to remove from the
Premises at Sublessee's expense such furniture, furnishings or
equipment and any Alteration which Sublessor and/or Lessor designated
in writing for removal at the time of consent to such alteration.
8.4 Without limiting any other provision of this Sublease of the Lease,
Sublessee shall take good care of the Premises, suffer no waste or
injury thereto and shall comply with all laws, orders and regulations
which are imposed on Sublessor, as tenant under the Lease and are
applicable to the Premises, the Building and Sublessee's use thereof.
8.5 On or before the Termination Date, Subtenant shall remove from the
Premises at its sole expense, all of its personal property, Sublessee's
trade fixtures and other personal property owned by Sublessee and
installed in the Premises. Upon removal of Sublessee's property from
the Premises, Sublessee shall, at its sole expense, promptly repair and
restore the Premises to the condition existing prior to the placement
of such personal property upon the Premises and / or the installation
of such improvements and alterations, and repair any damage to the
Premises and / or the Building related to such removals, so as to
restore the Premises to the condition required under Subsection 8.6.
All property permitted or required to be removed by Sublessee upon the
Termination Date or sooner termination of this Sublease remaining on
the Premises after such Termination
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Date or sooner termination shall be deemed abandoned and may, at the
election of Sublessor, either be retained as Sublessor's property or
may be removed from the premises by Sublessor, at Sublessee's expense.
Any such expenses shall be paid by Sublessee to Sublessor upon demand
therefor, and shall be deemed rent collectible by Sublessor in the same
manner and with the same remedies as though such sums constituted basic
monthly rent or Additional Sublease Rent reserved hereunder.
8.6 Upon the Termination Date or sooner termination of this Sublease,
Sublessee shall quit and surrender the Premises to Sublessor in the
condition such Premises were in on the Commencement Date, broom clean,
in good order and condition, ordinary wear and tear and damage by fire
and other insured casualty excepted. Sublessee agrees to indemnify and
save Sublessor harmless from and against any and all loss, cost,
expense, or liability resulting from the failure of, or the delay by,
Sublessee in so surrendering the Premises on or before the Termination
Date, including, without limitation, any claims made by Landlord or any
succeeding Sublessee founded on such failure or delay.
9. SIGNS.
Any election by Sublessee to install signage shall be in accordance
with the Master Lease.
10. SECURITY DEPOSIT.
Upon execution of this Sublease, Sublessee shall provide one (1)
month's Base Rent as security deposit (the "Security Deposit"). If
Sublessee fails to pay rent or other charges when due under the
Sublease, or fails to perform any of its other obligations hereunder,
Sublessor may use or apply all or any portion of the Security Deposit
for the payment of any rent or other amount then due hereunder and
unpaid, for the payment of any other sum for which Sublessor may become
obligated by reason of Sublessee's default or breach, or for any loss
or damage sustained by Sublessor as a result of Sublessee's default or
breach. If Sublessor so uses any portion of the Security Deposit,
Sublessee shall, within three (3) business days after written demand by
Sublessor, restore the Security Deposit to the full amount originally
deposited, and Sublessee's failure to do so shall constitute a default
under this Sublease. In the event Sublessor assigns its interest in
this Sublease, Sublessor shall deliver to its assignee so much of the
Security Deposit as is then held by Sublessor. Upon expiration or
earlier termination of this Sublease, Sublessor shall return the
Security Deposit to Sublessee within thirty (30) days.
11. USE OF THE PREMISES.
The Premises shall be used and occupied only for the conduct of its
banking business and related financial services.
12. ASSIGNMENT AND SUBLETTING.
12.1 Sublessee shall not assign this Sublease or any of Sublessee's
rights or obligations hereunder, sublet or permit anyone to occupy the
Premises or any part thereof, or mortgage this Sublease or Sublessee's
rights hereunder, without Sublessor's and Lessor's prior written
consent. No assignment or transfer of this Sublease may be effected by
operation of law or otherwise without Sublessor's and Lessor's prior
written consent, which shall not unreasonably be withheld. Sublessor's
or Lessor's consent to any assignment, subletting or occupancy thereto
or Sublessor's or Lessor's collection or acceptance of rent from any
assignee, subtenant or occupant shall not be construed as a waiver or
release of Sublessee from any liability hereunder or from the
obligation of obtaining Sublessor's and Lessor's prior written consent
to any subsequent assignment, subletting or occupancy. Sublessee hereby
assigns to Sublessor and Lessor any sums due from any assignee,
subtenant or occupant of Sublessee as security for Sublessee's
performance of its obligations pursuant to this Sublease, and Sublessee
authorizes each such assignee, subtenant or occupant to pay such sums
directly to Sublessor or Lessor if such assignee, subtenant or occupant
receives written notice from Sublessor specifying that such rent shall
be paid directly to Sublessor or Lessor. Sublessor's or Lessor's
collection of such rent shall not be construed as an acceptance of such
assignee, subtenant or occupant as a tenant. All restrictions and
obligations imposed on Sublessee pursuant to this Sublease shall be
deemed to extend to any subtenant, assignee or occupant of Sub lessee,
and Sublessee shall cause such persons to comply with all such
restrictions and obligations. Any sublease, assignment or other
transfer shall be effected on forms supplied or approved by Sublessor
and Lessor. Sublessee shall pay all expenses incurred by Sublessor and
Lessor in connection with Sublessee's request for Sublessor's and
Lessor's consent to any assignment, subletting, occupancy or mortgage,
including but not limited to any reasonable attorneys' fees incurred in
preparing or reviewing documentation related to any such transaction.
12.2 Permitted Assignments. Sublessee shall have the privilege, without
the consent of Sublessor but subject to the requirements of subsection
12.7, to assign its interest in this Sublease to any Person who (i)
acquires all, or substantially all, of Sublessee's assets, either by
merger, consolidation or otherwise, and (ii) has a net worth,
determined in accordance with generally accepted accounting principles
consistently applied, immediately after the assignment which is at
least as great as the net worth of Sublessee (determined in the same
manner) immediately before the assignment.
12.3 Subletting to Affiliates. Sublessee shall have the privilege,
without the consent of Sublessor but subject to the requirements of
subsection 12.7, to sublet all or any part of the Premises to
Affiliates of Sublessee.
12.4 Change of Corporate Control. If Sublessee is a corporation, any
transfer of any of Sublessee's issued and outstanding capital stock or
any issuance of additional capital stock, as a result of which the
majority of the issued and outstanding capital stock of Sublessee is
held by a Person or Persons who do not hold a majority of
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the issued and outstanding capital stock of Sublessee on the date of
this Sublease, in the case of the original Sublessee, or on the date on
which Sublessee acquires the leasehold estate under this Sublease, in
the case of a direct or indirect assignee of the original Sublessee,
shall be deemed an assignment under this Section 12; provided, however,
that this sentence shall not apply to a corporation if all of the
outstanding voting stock of such corporation is registered under
Sections 12(b) or 12(g) of the Securities Exchange Act of 1934, as
amended. If Sublessee is a partnership, any transfer of any interest in
the partnership or any other change in the composition of the
partnership which results in a change in the control of Sublessee from
the Person or Persons controlling the partnership on the date of this
Sublease, in the case of the original Sublessee, or on the date on
which Sublessee acquires the leasehold estate under this Sublease, in
the case of a direct or indirect assignee of the original Sublessee,
shall be deemed an assignment under this Section 12.
12.5 Permitted Sublettings. Unless an Event of Default has occurred and
is continuing, Sublessor shall not unreasonably withhold or delay
Sublessor's consent to sublettings by Sublessee of a part or parts of
the Premises, but Sublessor shall not be obligated to consent to a
subletting for a use prohibited by Section 11. Each such subletting
shall be for undivided occupancy by the subtenant of that part of the
floor of the Building affected thereby for the use permitted under this
Sublease. Sublessor may, however, withhold such consent if, in
Sublessor's reasonable judgment, the proposed subtenant (i) is not
engaged in a business consistent with the character and dignity of the
Building, (ii) the proposed subtenant does not have sufficient
financial resources to perform its obligations under the sublease, or
(iii) the proposed subtenant will impose any additional material burden
upon Sublessor in the operation of the Building (to an extent greater
than the burden to which Sublessor would have been put to if Sublessee
continued to use, or used, such part of the Premises for its own
purposes) unless Sublessee agrees to pay all additional expenses
Sublessor incurs as a result of the additional material burden.
12.6 Subletting Profit. If any portion or portions of the Premises are
sublet and if the rent received by Sublessee on account of such
subletting exceeds the Basic Rent and Additional Charges, allocated to
the space subject to the subleases in the proportion of the area of
such space to the Rentable Area, plus actual out-of-pocket expenses
incurred by Sublessee in connection with Sublessee's subleasing of such
space, including advertising, brokerage commissions and the cost of
preparing such space for occupancy by the subtenant (such excess being
hereinafter referred to as "Subletting Profit"), then, except as
otherwise provided in the next sentence, Sublessee shall pay to
Sublessor fifty percent (50%) of Sublessee's Subletting Profit, monthly
as received by Sublessee from the subtenant(s).
12.7 Documentation. No permitted assignment or subletting shall be
valid unless, within 10 days after the consummation thereof, Sublessee
shall deliver to Sublessor (i) in the case of an assignment, (x) a
duplicate original instrument of assignment in form reasonably
satisfactory to Sublessor, duly executed by Sublessee, and (y) an
instrument in form and substance reasonably satisfactory to Sublessor,
duly executed by the assignee, in which such assignee shall agree to
observe and perform, and to be personally bound by, all of the terms,
covenants and conditions of this Sublease on Sublessee's part to be
observed and performed, whether or not accruing before or after the
date of such assignment and whether or not relating to matters arising
before or after such assignment, or (ii) in the case of a subletting, a
duplicate original counterpart of the sublease signed by Sublessee and
the subtenant.
12.8 If Sublessee desires to assign, sublet or otherwise transfer all
or part of the Premises or this Sublease, then Sublessee shall give
Sublessor written notice ("Sublessee's Request Notice") of the identity
of the proposed assignee or subtenant and its business, the terms of
the proposed assignment or subletting, the commencement date of the
proposed assignment or subletting (the "Proposed Sublease Commencement
Date") and the area proposed to be assigned or sublet (the "Proposed
Sublet Space"). Sublessee shall also transmit therewith the most recent
financial statement or other evidence of financial responsibility of
such assignee or subtenant and a certification executed by Sublessee
and such proposed assignee or subtenant stating whether any premium or
other consideration is being paid for the proposed assignment or
sublease.
12.9 Sublessor shall have the right in its sole discretion to terminate
this Sublease with respect to the Proposed Sublet Space by sending
Sublessee written notice within fifteen (15) days after Sublessor's
receipt of Sublessee's Request Notice. If the Proposed Sublet Space
does not constitute the entire Premises and Sublessor elects to
terminate this Sublease with respect to the Proposed Sublet Space, then
(1) Sublessee shall tender the Proposed Sublet Space to Sublessor on
the Proposed Sublease Commencement Date as if the Proposed Sublease
Commencement Date had been originally set forth in this Sublease as the
expiration date of the Sublease Term with respect to the Proposed
Sublet Space, and (2) as to all portions of the Premises other than the
Proposed Sublet Space, this Sublease shall remain in full force and
effect except that the additional rent payable pursuant to Section 6
and the Base Rent shall be reduced proportionately. Sublessee shall pay
all expenses of construction required to permit the operation of the
Proposed Sublet Space separate from the balance of the Premises. If the
Proposed Sublet Space constitutes the entire Premises and Sublessor
elects to terminate this Sublease, Sublessee shall tender the Premises
to Sublessor on the Proposed Sublease Commencement Date, and the
Sublease Term shall terminate on the Proposed Sublease Commencement
Date.
13. ATTORNEYS' FEES.
If Sublessor or Sublessee brings an action to enforce the terms hereof
or declare rights hereunder, and prevails in any such action, the
losing party shall pay the reasonable attorney's fees incurred by
prevailing party.
14. NOTICES.
All notices and demands which may or are to be required or permitted to
be given by either party on the other hereunder shall be in writing.
All notices and demands by the Sublessor to Sublessee shall be sent
either by
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hand, by regular overnight carrier, or by United States Mail, postage
prepaid, addressed to the Sublessee at the Premises, and to the address
hereinbelow, or to such other place as Sublessee may from time to time
designate in a notice to the Sublessor. All notices and demands by the
Sublessee to Sublessor shall be sent either by hand, by regular
overnight carrier, or by United States Mail, postage prepaid, addressed
to the Sublessor at the address set forth herein, and to such other
person or place as the Sublessor may from time to time designate in a
notice to the Sublessee.
To Sublessor: Chevy Chase Bank, F.S.B.,
Leasing Dept.
0000 Xxxxxxxxxxx Xxxxxx,
Xxxxx Xxxxx, Xxxxxxxx 00000
To Sublessee: Century National Bank
0000 Xxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Attention: Xxxxxx X. Xxxxxxxxx
Copy to: Xxxx Xxxxxxx Xxxxx, Jr., P.C.
Attorney at Law
0000 X Xxxxxx, X.X.
Xxxxx Xxxxx
Xxxxxxxxxx, X.X. 00000-0000
15. DEFAULT PROVISIONS.
15.1 Events of Default. Each of the following events shall be deemed to
be, and is referred to in this Sublease as, an "Event of Default": (a)
A default by Sublessee in making any payment of Basic Rent or
Additional Charges on the day such payment is due and payable which
continues for more than five days after Sublessor shall have given
Sublessee a written notice specifying such default; (b) The neglect or
failure of Sublessee to perform or observe any of the terms, covenants
or conditions contained in this Sublease on Sublessee's part to be
performed or observed which is not remedied by Sublessee (i) within 15
days after Sublessor shall have given to Sublessee notice specifying
such neglect or failure, or (ii) in the case of any such neglect or
failure which cannot with due diligence and in good faith be cured
within 15 days, within such additional period, if any, as may be
reasonably required to cure such default with due diligence and in good
faith (it being intended that, in connection with any such default
which is not susceptible of being cured with due diligence and in good
faith within 15 days, the time within which the Sublessee is required
to cure such default shall be extended for such additional period as
may necessary for the curing thereof with due diligence and in good
faith); (c) The assignment, transfer, mortgaging or encumbering of this
Sublease or the subletting of the Premises; (d) The taking of this
Sublease or the Subleased Premises, or any part thereof, upon execution
or by other process of law directed against Sublessee, or upon or
subject to any attachment at the instance of any creditor of or
claimant against Sublessee, which execution or attachment shall not be
discharged or disposed of within 30 days after the levy thereof; (e)
The vacating or abandonment of the Subleased Premises by Sublessee.
15.2 Sublessor's Rights Upon Event of Default. Upon the occurrence of
any Event of Default, Sublessor shall have the right, at its election,
then or at any time thereafter, either: (a) To give notice to Sublessee
that this Sublease will terminate on a date to be specified in such
notice, which date shall not be less than three days after such notice,
and on the date specified in such notice Sublessee's right to
possession of the Subleased Premises shall cease and this Sublease
shall thereupon be terminated, but Sublessee shall remain liable as
provided in subsection 15.3; (b) Without demand or notice, to reenter
and take possession of the Subleased Premises, or any part thereof, and
repossess the same as of Sublessor's former estate and expel Sublessee
and those claiming through or under Sublessee and remove the effects of
both or either, either by summary proceedings, or by action at law or
in equity, or by force (if necessary) or otherwise, without being
deemed guilty of any manner of trespass and without prejudice to any
remedies for arrears of rent or preceding breach of covenant.
If Sublessor elects to reenter under paragraph 15.2 (b), Sublessor may
terminate this Sublease, or, from time to time, without terminating
this Sublease, may relet the Subleased Premises, or any part thereof,
as agent for Sublessee for such term or terms and at such rental or
rentals and upon such other terms and conditions as Sublessor may deem
advisable, with the right to make alterations and repairs to the
Subleased Premises. No such reentry or taking of possession of the
Subleased Premises by Sublessor shall be construed as an election on
Sublessor's part to terminate this Lease unless a written notice of
such intention is given to Sublessee under the first paragraph of this
subsection 15.2 or unless the termination thereof is decreed by a court
of competent jurisdiction.
15.3 Sublessee's Liability for Damages. If Sublessor terminates this
Sublease pursuant to subsection 15.2, Sublessee shall remain liable (in
addition to accrued liabilities) to the extent legally permissible for
(i) the sum of (A) all Basic Rent and Additional Charges provided for
in this Sublease until the date this Sublease would have expired had
such termination not occurred, and (B) any and all reasonable expenses
incurred by Sublessor in reentering the Subleased Premises,
repossessing the same, making good any default of Sublessee, painting,
altering or dividing the Subleased Premises, putting the same in proper
repair, reletting the same (including any and all reasonable attorneys'
fees and disbursements and reasonable brokerage fees incurred in so
doing), and any and all expenses which Sublessor may incur during the
occupancy of any new tenant (other than expenses of a type that are
Sublessor's responsibility under the terms of this Sublease); less (ii)
the net proceeds of any reletting actually received by Sublessor.
Sublessee agrees to pay to Sublessor the difference between items (i)
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and (ii) above with respect to each month during the Term, at the end
of such month. Any suit brought by Sublessor to enforce collection of
such difference for any one month shall not prejudice Sublessor's right
to enforce the collection of any difference for any subsequent month.
In addition to the foregoing, Sublessee shall pay to Sublessor such
sums as the court which has jurisdiction thereover may adjudge
reasonable as attorneys' fees with respect to any successful legal
proceeding or action instituted by Sublessor to enforce the provisions
of this Sublease, and Sublessor shall pay to Sublessee such sums as the
court which has jurisdiction thereover may adjudge reasonable as
attorneys' fees with respect to any successful legal proceeding or
action instituted by Sublessee to enforce the provisions of this
Sublease. Sublessor shall have the right, at its sole option, to relet
the whole or any part of the Subleased Premises for the whole of the
unexpired Term, or longer or from time to time for shorter periods, for
any rental then obtainable, giving such concessions of rent and making
such special repairs and alterations for any new tenant as Sublessor,
in its reasonable discretion, may deem advisable. Sublessee's liability
under this subsection shall survive the institution of summary
proceedings and the issuance of any warrant thereunder.
15.4 Liquidated Damages. If Sublessor terminated this Sublease pursuant
to subsection 15.2, Sublessor shall have the right, at any time, at its
option, to require Sublessee to pay to Sublessor, on demand, as
liquidated and agreed final damages in lieu of Sublessee's liability
under subsection 15.3, an amount equal to the difference, discounted to
the date of such demand at any annual rate of interest equal to the
then-current yield on actively traded U.S. Treasury bonds with 10-year
maturities, as published in the Federal Reserve Statistical Release for
the week before the date of such termination, between (i) the Basic
Rent and Additional Charges, computed on the basis of the then-current
annual rate of Basic Rent and Additional Charges and all fixed and
determinable increases in Basic Rent, which would have been payable
from the date of such demand to the date when this Sublease would have
expired, if it had not been terminated, and (ii) the then fair rental
value of the Subleased Premises for the same period. Upon payment of
such liquidated and agreed final damages, Sublessee shall be released
from all further liability under this Sublease with respect to the
period after the date of such demand. If, after the Event of Default
giving rise to the termination of this Sublease, but before
presentation of proof of such liquidated damages, the Subleased
Premises, or any part thereof, shall be relet by Sublessor for a term
of one year or more, the amount of rent reserved upon such reletting
shall be deemed to be the fair rental value for the part of the
Subleased Premises so relet during the term of such reletting.
15.5 Acceleration. If (i) Sublessee fails to pay Basic Rent or
Additional Charges within five days after the date on which such Basic
Rent or Additional Charges are due, and (ii) such failure to pay occurs
either for three consecutive months or three times within any period of
six consecutive months, Sublessor may, in addition to its other
remedies under this Sublease, by notice to Sublessee, declare the Basic
Rent payable under this Lease for the next six months (or, at
Sublessor's option, for a lesser period) to be due and payable within
10 days after the date of such notice.
16. BANKRUPTCY TERMINATION PROVISION.
This Sublease shall automatically terminate and expire, without the
performance of any act or the giving of any notice by Sublessor, upon
the occurrence of any of the following events: (1) Sublessee's
admitting in writing its inability to pay its debts generally as they
become due, or (2) the commencement by Sublessee of a voluntary case
under the federal bankruptcy laws, as now constituted or hereafter
amended, or any other applicable federal or state bankruptcy,
insolvency or other similar law, or (3) the entry of a decree or order
for relief by a court having jurisdiction in the premises in respect of
Sublessee in an involuntary case under the federal bankruptcy laws, as
now constituted or hereafter amended, or any other applicable federal
or state bankruptcy, insolvency or other similar law, and the
continuance of any such decree or order unstayed and in effect for a
period of 30 consecutive days, or (4) Sublessee's making an assignment
of all or a substantial part of its property for the benefit of its
creditors, or (5) Sublessee's seeking or consenting to or its
acquiescing in the appointment of, or the taking of possession by, a
receiver, trustee or custodian for all or a custodian by, a receiver,
trustee or custodian for all or a substantial part of its property, or
(6) the entry of a court order without Sublessee's consent, which order
shall not be vacated, set aside or stayed within 30 days from the date
of entry, appointing a receiver, trustee or custodian for all or
substantial part of its property. The provisions of this Section shall
be construed with due recognition for the provisions of the federal
bankruptcy laws, where applicable, but shall be interpreted in a manner
which results in a termination of this Sublease in each and every
instance, and to the fullest extent, that such termination is permitted
under the federal bankruptcy laws, it being of prime importance to the
Sublessor to deal only with Sublessee's who have, and continue to have,
a strong degree of financial strength and financial stability.
17. SUBLESSEE'S INSURANCE.
17.1 Insurance Requirements. Sublessee, at Sublessee's sole cost and
expense, shall obtain and maintain in effect at all times during the
Term or earlier occupancy thereof, a policy of Commercial General
Liability Insurance naming Sublessor (and Lessor at the Sublessor's
request) as the Additional Insureds, protecting Sublessor, Sublessee
and such Additional Insureds against liability for bodily injury, death
and property damage occurring upon or in the Subleased Premises, with
such policy to afford protection to the limit of not less than
$1,000,000 with respect to bodily injury of death or damage to property
arising from any one occurrence and $2,000,000 from the aggregate of
all occurrences within each policy year. If such policy also covers
location other than the Subleased Premises, the policy shall include a
provision to the effect that the aggregate limit of $2,000,000 shall
apply separately at the Subleased Premises and that the insurer will
provide notice to Sublessor if the aggregate is reduced either by
payment of claims or the establishment of reserves for claims if the
payments or reserves exceed $250,000. If the aggregate limit of
$2,000,000 is reduced by the payment of a claim or the establishment of
a reserve, Sublessee agrees to take immediate steps to have the
aggregate limit restored by endorsement to the existing policy or the
purchase of an additional insurance policy which complies with this
subsection.
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17.2 Property Damage Insurance. Sublessee shall, throughout the Term,
at its expense, keep Sublessee's alterations and Sublessee's personal
property insured against loss or damage by fire with extended coverage
in an amount sufficient to prevent Sublessee from becoming a
co-insurer.
17.3 Policy Requirements. The insurance policies required to be
obtained by Sublessee under this Section: (i) shall be issued by an
insurance company of recognized responsibility qualified to do business
in the jurisdiction in which the Building is located which is rated
VI-A or better by Best's Key Rating Guide or which has an equivalent
financial rating from a comparable insurance rating organization, and
(ii) in the case of liability insurance, shall be written as primary
policy coverage. Neither the issuance of any insurance policy required
under this Sublease nor the minimum limits specified herein with
respect to Sublessee's insurance coverage shall be deemed to limit or
restrict in any way Sublessee's liability arising under or out of this
Sublease.
17.4 Evidence of Insurance. With respect to each insurance policy
required to be obtained by Sublessee under this Section, on or before
the Commencement Date, and at least 30 days before the expiration of
the expiring certificate previously furnished, Sublessee shall deliver
to Sublessor a certificate of insurance therefore, together with
evidence of payment of all applicable premiums for a period of one
year. Each insurance policy required to be carried hereunder by or on
behalf of Sublessee shall provide (and any certificate evidencing the
existence of each such insurance policy shall certify) that such
insurance policy shall not be cancelled or amended (other than to
increase the amount of coverage) unless Sublessor shall have received
20 days prior written notice of such cancellation or amendment.
17.5 Sublessor's/Lessor's Indemnification. Except for the willful or
negligent acts or omission (where applicable law imposes a duty to act)
of Sublessor or Lessor or their agents, employees or contractors,
Sublessee hereby agrees to indemnify and hold harmless Sublessor or
Lessor against any and all claims, losses, actions, damages,
liabilities and expenses (including reasonable attorneys' fees and
disbursements) that (i) arise from or are in connection with
Sublessee's possession, use, occupancy, management, repair, maintenance
or control of the Subleased Premises, or any portion thereof, the
making or removal of alterations and the performance of all related
construction work, or in any other manner that relate to the business
conducted by Sublessee in the Subleased Premises, or (ii) arise from or
are in connection with any willful or negligent act or omission of
Sublessee or Sublessee's agents, employees or contractors, or (iii)
result from any default, breach, violation or nonperformance of this
Sublease or any provision therein by Sublessee, or (iv) arise from
injury or death to individuals or damage to property sustained on or
about the Subleased Premises. Sublessee shall, at its own cost and
expenses, defend any and all actions, suits and proceedings which may
be brought against Sublessor or Lessor with respect to the foregoing or
in which Sublessee or Lessor may be impleaded. Sublessee shall pay,
satisfy and discharge any and all money judgments which may be
recovered against Sublessor or Lessor in connection with the foregoing.
18. PARKING.
In accordance with Paragraph 17 of the Master Lease, throughout the
Term, Sublessor agrees to lease to Sublessee, and Sublessee agrees to
lease from Sublessor, the six (6) Structured Parking Spaces for use by
Sublessee and its employees and the eight (8) Surface Parking Spaces
for use by Sublessee's customers. Sublessee shall pay the Monthly
Structured Parking Space Fee of $43.04/month and the Monthly Surface
Parking Space Fee of $49.19/month to Sublessor, in advance, on the
Lease Commencement Date and on the first day of each month thereafter
during the Term in the same manner as the Basic Rent. In further
accordance with Paragraph 17 of the Master Lease, throughout the Term,
the Monthly Surface Parking Space Fee shall be payable only for four of
the Surface Parking Spaces and Landlord shall provide the other four
Surface Parking Spaces at no additional charge to Sublessor or
Sublessee. The Monthly Structured Parking Space Fee and the Monthly
Surface Parking Space Fee for the period between the Lease Commencement
Date and the last day of the month in which the Lease Commencement Date
occurs shall be pro-rated on a daily basis if the Lease Commencement
Date occurs on a day other than the first day of a month. Sublessee
agrees to use the Structured Parking Spaces and the Surface Parking
Spaces for the parking of passenger automobiles and for no other
purposes.
19. HOLDING OVER.
If Sublessee shall hold over possession of the Subleased Premises after
the end of the Term, Sublessee shall be deemed to be occupying the
Subleased Premises as a Sublessee from month to month, at 250% of the
Basic Rent, plus any additional charges incurred by Sublessee,
including but not limited to attorneys fees and the charges in
Paragraph 27 of the Master Lease adjusted to a monthly basis, and
subject to all the other conditions, provisions and obligations of this
Sublease, including the obligation to pay Additional Charges, insofar
as the same are applicable, or as the same shall be adjusted, to a
month-to-month tenancy.
20. LANDLORD'S CONSENT.
Sublessor and Sublessee each acknowledge and agree that this Sublease
is subject to Sublessor's obtaining the unconditional written consent
of Landlord in accordance with the terms of the Lease, and that if such
consent shall not be obtained within thirty (30) days of the date
hereof, this Sublease shall be deemed disapproved. It is hereby
acknowledged by Sublessor and Sublessee that this Sublease shall not
make Landlord or its agent a party to this Sublease, shall not create
any contractual liability or duty on the part of Landlord or its agent
to Sublessee, and shall not in any manner increase, decrease or
otherwise affect the rights and obligations of Landlord and Sublessor,
as lessor and lessee respectively, under the Lease. Notwithstanding
anything to the contrary contained in this Sublease, Sublessor shall
remain primarily liable to Landlord for any breaches of the terms of
the Lease.
21. OTHER PROVISIONS OF SUBLEASE.
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21.1 All applicable terms and conditions of the Master Lease are
incorporated into and made a part of this Sublease as if Sublessor were
the Landlord thereunder, Sublessee, the Tenant thereunder, and the
Premises the Master Premises, except for the following. Sublessee
assumes and agrees to perform the lessee's obligations under the Master
Lease during the Term to the extent that such obligations are
applicable to the Premises, except that the obligation to pay rent to
Landlord under the Master Lease shall be considered performed by
Sublessee to the extent and in the amount rent is paid to Sublessor in
accordance with Section 6 of this Sublease. Sublessee shall not commit
or suffer any act or omission that will violate any of the provisions
of the Master Lease. Sublessor shall exercise due diligence in
attempting to perform its obligation under the Master Lease for the
benefit of Sublessee. If the Master Lease terminates, this Sublease
shall terminate and the parties shall be relieved of any further
liability or obligation under this Sublease, provided however, that if
the Master Lease terminates as a result of a default or breach by
Sublessor or Sublessee under this Sublease and/or the Master Lease,
then the defaulting party shall be liable to the nondefaulting party
for the damage suffered as a result of such termination.
Notwithstanding the foregoing, if the Master Lease gives Sublessor any
right to terminate the Master Lease in the event of the partial or
total damage, destruction, or condemnation of the Master Premises or
the building or project of which the Master Premises are a part, the
exercise of such right by Sublessor shall not constitute a default or
breach hereunder.
21.2 This Sublease may not be extended, renewed, terminated (other than
in accordance with the terms hereof), or by otherwise modified except
by an instrument in writing signed by the Party whom enforcement of any
such modification is sought.
21.3 Lessor shall have the same meaning as Landlord as defined in the
Master Lease and Lessee shall have the same meaning as Tenant as
defined in the Master Lease and both terms may be used interchangeably
in this Sublease.
22. AGENCY DISCLOSURE.
Sublessor and Sublessee each warrant that they have dealt with no other
real estate broker in connection with this transaction except CB
Commercial who represents Century National Bank.
23. COMMISSION.
Upon execution of this Sublease, and consent thereto by lessor (if such
consent is required under the terms of the Master Lease, Sublessor
shall pay the above referenced Real Estate Brokers a real estate
brokerage commission.
IN WITNESS WHEREOF, Sublessor and Sublessee have caused this Sublease to be
signed by their duly authorized officers as of the day and year first above
written.
ATTEST: SUBLESSOR:
CHEVY CHASE BANK, F.S.B.
/s/ XXXXXXXX XXXXXX By: /s/ XXXX XXXXXXX
------------------------ ------------------------------
Name: Xxxx Xxxxxxx
Title: Senior Vice President
ATTEST SUBLESSEE:
CENTURY NATIONAL BANK
/s/ F. XXXXXXX XXXXXXX By: /s/ XXXXXX X. XXXXXXXXX
------------------------ --------------------------------
Corporate Secretary Name: Xxxxxx X. Xxxxxxxxx
Title: Chairman of The Board
