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Exhibit 10.2
LEASE
THIS INSTRUMENT OF LEASE made this 7th day of August, 1998, by and
between XXXXXXX XXXX DBA WASHINGTON PROPERTIES, 00 Xxxxxx Xxxxxx, Xxxxx 000,
Xxxxxx, Xxxx 00000, (hereinafter called "LANDLORD") and WESTERN RESERVE BANCORP,
INC. (hereinafter called "TENANT").
WITNESSETH:
SPACE RENTED: That the Landlord does hereby let and lease to the Tenant
the space designated on Exhibit A attached hereto within the commercial office
building located at 0000 XXXXXX XXXX, XXXXXX, XXXX 00000 (the "Premises") and in
addition thereto Tenant's pro rata share of the common area space of the entire
office building. Together such total leased space is hereby described as the
"Leased Rentable Space."
TERM/EXTENSIONS: The Tenant shall have and hold the Leased Rentable
Space for the full term of Ten (10) year(s), beginning on November 1, 1998 and
terminating October 31, 2008, provided, however, at the expiration of the
initial ten (10) year term, the Tenant shall have the right and option to renew
the Lease for up to two (2) consecutive additional five (5) year terms, upon the
same terms and conditions provided in the original term of the Lease, unless the
Tenant is in default under the terms of the Lease.
RENT: The yearly rental for the first year which shall commence
November 1, 1998, shall be One Hundred Four Thousand Four Hundred Sixty Three
and 00/100 Dollars ($104,463) payable in equal monthly installments of Eight
Thousand Seven Hundred Five and 25/100 Dollars ($8,705.25), payable on the first
day of each and every month in advance during the term of the Lease. Commencing
with the fourth year of this Lease term and each year thereafter including each
year of any renewal term, the rent shall be increased by 2% over the prior
year's rent. Accordingly, the rent for each year of the term of the Lease shall
be as set forth on Schedule 1 attached hereto. Failure of the Tenant to make
monthly installments as required under the terms of this Agreement shall be
considered a violation of this Lease Agreement and the Landlord may take
whatever action is necessary to secure his rights under this Agreement. Failure
to make the monthly rental payment within five (5) days after the due date shall
result in a late charge of $100.00.
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UTILITIES: Tenant shall promptly pay for utilities rendered or
furnished to the premises and Tenant's pro rata share of the common area
utilities during the term of this Lease, including water, gas, electricity,
trash and sewer charges. Since utilities may not be individually metered, Tenant
is responsible for paying a "pro rata share" (as defined below) of all utilities
paid by Landlord. Landlord shall not be responsible to Tenant in damages or
otherwise if any one or more of said utility services or obligations is
interrupted or terminated by reason of any cause beyond Landlord's reasonable
control. No such interruption or termination of utility services shall relieve
Tenant from any of its obligations under this Lease, unless such interruption
causes the Leased Premises to be unusable by Tenant for in excess of three (3)
days in which case the rent shall be reduced accordingly.
COMMON AREA MAINTENANCE AND REPAIR: Tenant shall be responsible for its
pro rata share of all common area maintenance expenses and repairs, including
exterior, interior, roof, parking lot and all other exterior and interior
structural fixtures and equipment, including HVAC systems.
REAL ESTATE TAXES AND INSURANCE: Tenant shall also pay its pro rata
share of all real estate taxes and assessments levied on the leased premises and
insurance premiums for fire and extended hazard and all other insurance premiums
including liability insurance for the leased premises.
PRO RATA SHARE: Tenant's "pro rata share" shall be the ratio or
percentage which the number of leased rentable space bears to the total number
of square feet of gross rentable floor area of the entire office building. The
total gross rentable floor area of the office building is 32,759 square feet;
the number of leased rentable square feet of floor area of Tenant's suite is
7,884. Tenant's pro rata share is 24%.
TRIPLE NET LEASE: This Lease is and shall be deemed and construed to be
a "pure net" or "triple net" Lease and the fixed rent and supplemental payments
specified herein shall be net to the Landlord in each month during the term of
this Lease.
COVENANTS OF TENANT: Tenant does hereby covenant and agree with
Landlord as follows:
1. Tenant's premises shall be constructed according to the plans and
specifications attached hereto as Exhibit "B" and made a part hereof. Also
attached hereto as Exhibit "B" is the finish allowance description for Tenant's
office space identifying the base space provided to Tenant
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without improvements, Tenant's responsibility for improvements, and Tenant's
responsibility for excess costs of completing such improvements above Tenant's
allowance.
2. Tenant will pay said rent at the time and place in the manner
aforesaid.
3. Tenant will make all repairs to the interior of its premises and it
will indemnify and save harmless said Landlord from and against all liens,
claims or damages by reason of any repairs or improvements which may be made by
said Tenant on said premises. The Tenant will make no structural changes to the
premises without the consent of the Landlord.
4. Tenant will use and occupy said premises in a careful, safe and
proper manner.
5. Tenant will fully comply with and obey all laws, ordinances, rules,
regulations, and requirements of all regularly constituted authorities in any
way affecting said premises, or the use thereof, of this Lease.
6. Tenant will not commit or suffer any waste therein.
7. Tenant will not manufacture or sell, or permit to be sold on the
premises during said term, any intoxicating liquor.
8. Tenant will not assign this Lease, or under let said premises or any
part thereof, without the written consent of the Landlord, provided, however,
that Tenant may assign this Lease to Western Reserve Bank, a commercial bank in
organization pursuant to the laws of the State of Ohio, or another wholly owned
subsidiary without the consent of Landlord.
9. Tenant will make no change in the construction of the building on
said premises without the prior written consent of the Landlord.
10. Tenant will not cause damage or attach anything to the woodwork or
doors on said premises.
11. Tenant will permit said Landlord or agents of the Landlord upon
reasonable notice to enter upon said premises at all reasonable times to examine
the condition of said premises except notice may be dispensed with should entry
upon said premises by Landlord be necessitated by emergency.
12. Landlord shall not be liable to the Tenant or any other person for
any damage to person or property on said premises.
13. Tenant will pay all loss and damage to Landlord occasioned by or
growing out of the use and occupation of said premises by the Tenant and/or the
agents or employees of the Tenant, and that the Tenant will indemnify, protect
and save harmless the Landlord from and against any
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loss or liability thereby or therefrom; and from and against any expense, cost
and attorney fees incurred in connection with any such claim.
Tenant shall maintain, at its own expense, fire and extended coverage
insurance upon the Lease improvements and betterments, trade fixtures and
equipment, stock in trade, furnishings and other appurtenances to its business,
in an amount not less than 80 percent (80%) of its full insurable value. In
addition, Tenant agrees to maintain both Tenant and Landlord as insured with
single limits of $1,000,000.00 for bodily injury to or death of one or more
persons and $100,000.00 on account of damage to property arising out of the use
and occupancy by Tenant, its agents, employees, licensees and invitees of the
premises and/or common areas.
14. All property owned or belonging to Tenant in said building or upon
said premises shall be situated thereon at the sole risk of the Tenant. The
Tenant shall do nothing to increase the insurance risk to the building and any
conduct on the part of the Tenant which would increase the insurance premium
shall be considered a breach of this agreement.
15. Tenant will surrender and deliver up said premises at the end of
said term in as good order and condition as the same now are or may be put by
the Landlord, reasonable use and natural wear and tear, or casualty excepted.
16. Tenant will be responsible for the replacement of all light bulbs
and plunging of clogged toilets within the premises.
17. Tenant shall not permit animals of any kind, with the exception of
guide dogs for the handicapped, upon the premises nor in any way utilize the
premises for a purpose other than to conduct the activity which is set forth
under the section entitled Use of the Premises.
18. Tenant shall erect only such signs advertising Tenant's business as
shall be in conformity with all applicable codes and ordinances and shall be
approved by Landlord, in writing, as to the size, type, color, style and
location thereof, which approval shall not be unreasonably withheld. Upon
vacating the premises, Tenant agrees to remove all signs and repair all damages
caused by such removal.
19. Tenant shall be responsible for cleaning and maintaining its own
premises. Landlord shall be responsible for cleaning and maintaining the common
areas at Tenant's pro rata cost in accordance with the provisions on maintenance
and repair hereinabove set forth.
20. If Tenant changes the locks on its doors, at any time during the
term of the this Lease or any renewal of same, Tenant will cause the locksmith
to key new locks to the Landlord's master
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key and provide two (2) new keys to Landlord, subject to and restrictions
imposed by security laws governing banks in the State of Ohio.
21. If Tenant wishes to use elevators for moving furniture and
equipment to the premises, elevators must be reserved in advance, the
appropriate door stop key must be used, and Tenant must use elevator pads to
protect elevators from damage.
22. Tenant shall maintain the premises as a smoke-free environment.
23. Tenant is responsible for window cleaning inside the suite. If said
cleaning is not done on a regular basis, Landlord reserves the right to have the
window cleaning done and to xxxx Tenant accordingly.
24. Tenant shall have use of such parking spaces as are reasonably
designated by Landlord.
COVENANTS OF THE LANDLORD: And said Landlord, his heirs, successors,
or assigns, hereby covenants and agrees with said Tenant, its successors or
assigns:
1. Tenant paying the rents and keeping and performing the covenants of
this Lease on its part to be kept and performed, said Tenant shall peaceably and
quietly hold, occupy and enjoy said premises during said term, without any
hindrance or molestation by any person whatsoever.
2. Landlord will make all necessary repairs to the roof and exterior
walls of said building and keep in repair the electrical system, water system
and the HVAC system in said building and shall repair any damage due to ordinary
wear and tear on said systems. However, the cost of such repairs shall be
allocated to Tenant in accordance with the provisions on maintenance and repair
hereinabove set forth.
3. Landlord acknowledges that Tenant may assign this Lease to Western
Reserve Bank, a commercial bank in organization pursuant to the laws of the
State of Ohio, or another wholly owned subsidiary without the consent of
Landlord. Further, in the event that Tenant is unsuccessful in obtaining any
necessary approval from the Ohio Division of Financial Institutions, the Federal
Deposit Insurance Corporation, the Federal Reserve Bank or any other regulatory
entity, or Western Reserve Bank is unable to commence operations, this Lease
shall be deemed null and void and neither the Tenant nor any other party related
to the Tenant shall be obligated to Landlord pursuant to the terms of this
Lease; provided, however, that Tenant shall be obligated to reimburse Landlord
for all leasehold improvements to the Leased Space that are "unique" to the
operation of a bank at the Leased Space and not readily useable by another
tenant.
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4. Notwithstanding any other provisions contained in this Lease, in the
event (a) Tenant or its successors or assignees 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 Leased Premises is closed or is taken over by any depository
institution supervisory authority ("Authority"), Landlord may, in either such
event, terminate this Lease only with the concurrence 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 Landlord 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 greater than all accrued and unpaid rent to the date of termination.
MUTUAL COVENANTS: The parties to this Lease hereby covenant and agree
as follows:
1. This Lease and all the covenants, provisions, terms, and conditions
and agreements herein contained shall inure to the benefit of and be binding
upon the heirs, successors, executors, administrators and assigns of the
parties. However, any assignment from, through or under the Tenant in violation
of the covenants, provisions, terms and conditions hereof, or any of them, shall
not vest any right, title or interest whatever in the assignee and shall be null
and void unless expressly assented to in writing by Landlord.
2. The Landlord and its assigns shall warrant and defend the Tenant in
the enjoyment and peaceable possession of the above demised premises, during the
term aforesaid, if the Tenant shall perform all and singular the covenants
herein agreed to be performed on the part of the Tenant.
USE OF THE PREMISES: The Tenant shall have the right to use the
premises for office space.
SECURITY DEPOSIT: Upon signing of this Lease agreement, a security
deposit in the amount of Eight Thousand Seven Hundred Five and 25/100 Dollars
($8,705.25) shall be paid to the Landlord. Said deposit shall be returned to the
Tenant without interest upon the completion of the Lease, provided the terms of
the Lease have been met and there has been no damage to the premises requiring
repair or cleaning.
DEFAULT: Except as expressly set forth herein, Landlord, in addition to
all other remedies given to Landlord in law or in equity, may, by written notice
to Tenant, terminate this Lease, or without terminating this Lease reenter the
premises by summary proceedings or otherwise, and may depossess Tenant in any of
the following circumstances:
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a. In the event Tenant shall be in default in the payment of rent or
any other additional charge or charges, or in the payment of any other sums of
money required to be paid by Tenant to Landlord under this Lease, and such
default shall continue for a period of ten (10) days after written notice by
Landlord to Tenant to cure such default.
b. In the event Tenant shall be in default in the performance of any
other covenants, terms, conditions, provisions, rules and regulations of this
Lease, except those items listed in the above section (a) and if such default is
not cured within thirty (30) days after written notice thereof given by
Landlord, excepting such defaults that cannot be cured completely within such
thirty (30) day period, and Tenant, within said thirty (30) day period promptly
commences to proceed with diligence and in good faith to remedy such default.
c. If Tenant shall file a petition in bankruptcy; there be filed
against Tenant a petition in bankruptcy which has not been dismissed within
ninety (90) days of filing of said petition; or Tenant be adjudicated a
bankrupt; or if Tenant shall make application for relief under any state or
local insolvency law, or shall make a general assignment for the benefit of
creditors, or if a receiver or trustee shall be appointed for Tenant's property
and the same is not discharged within ninety (90) days, or if the interest of
Tenant in the premises shall be offered for sale or sold under execution or
other legal process.
d. If Tenant shall vacate the premises or fail to continuously occupy
and conduct Tenant's business in the premises.
Landlord shall have whatever legal rights Landlord is entitled to in
order to remove all persons therefrom, to recover possession thereof by legal
proceedings or otherwise and to use such reasonable force as is necessary to
enter and regain possession thereof as Landlord shall deem proper without being
liable to any civil action or prosecution therefore.
No such entry by Landlord shall be deemed a termination of this Lease
or an acceptance of a surrender of this Lease. In the event of such reentry,
Landlord shall have the right to relet or subdivide the premises for any period
equal to or greater than the remainder of the original term of this Lease, for
any rental which it may deem reasonable, to any other tenant which Landlord may
select, and for any use and purpose which Landlord may designate.
In the event of a reletting, Landlord may apply the rent therefrom
first to the payment of Landlord's expense, including, but not limited to,
reasonable attorney's fees incurred by reason of Tenant's default and the
reasonable expenses of reletting, including, but not limited to, repairs,
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brokerage fees, subdividing, renovation or alteration of the premises, and then
to the payment of rent and all other sums due from Tenant hereunder, Tenant
remaining liable for any deficiency.
In the event of a default by Tenant of any of the terms, provisions,
covenants, conditions, rules and regulations of this Lease, Landlord shall have
the right to injunction and the right to invoke any remedy permitted to Landlord
in law or in equity. All remedies available to Landlord are declared to be
cumulative and concurrent. No termination of this Lease, nor any taking or
recovering of possession of the premises, shall deprive Landlord of any of its
remedies or actions against Tenant for past or future rent, nor shall the
bringing of any action for rent or other default be constructed as a waiver of
the right to obtain possession of the premises.
HOLDOVER BY TENANT: Unless ninety (90) days written notice, time being
of the essence, is given prior to the expiration of the Lease term by Tenant to
Landlord of its desire to exercise its renewal option(s) set forth above to
extend the term of this Lease, the Tenant shall be deemed to be occupying the
Premises as a tenant from month to month, at a monthly rental equal to one
hundred twenty five percent (125%) of the fixed minimum rent payable during the
last month of the Lease term, together with all additional charges set forth in
this Lease.
Notwithstanding the foregoing paragraph, the rent under any renewal
hereunder shall be governed by the provisions for increases in the yearly rent
and such increases shall be based on the yearly rent for the last year of the
Lease term prior to the automatic renewal provisions hereunder.
COMPLETE AGREEMENT: This Lease contains the entire agreement between
the parties and no agent, representative, salesmen or affiliate of Landlord
hereto has authority to make or has made any statement, agreement or
representation, either oral or written, in connection herewith, modifying,
adding or changing the terms and conditions herein set forth. No prior dealings
between the parties or custom shall be permitted to contradict, add to or modify
the terms hereof. No modification of this Lease shall have force or effect
unless and until same is returned to Tenant duly executed by Landlord.
SUCCESSORS AND ASSIGNS: The conditions, covenants and agreements
contained in this Lease shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, executors, administrators, successors
and permitted assigns.
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IN WITNESS WHEREOF, the parties hereto have executed this Lease on the
date and year first above written.
WITNESSES: XXXXXXX XXXX DBA WASHINGTON PROPERTIES
(LANDLORD)
/s/ /s/ Xxxx Xxxx
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Signature
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Name
WESTERN RESERVE BANCORP, INC.
(TENANT)
/s/ BY: /s/ X.X. XxXxxx
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Signature
NAME: Xxxxxx X. XxXxxx
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Name TITLE: President/CEO
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This instrument prepared by:
Washington Properties, Inc.
00 Xxxxxx Xx., Xxxxx 000
Xxxxxx, XX 00000
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STATE OF OHIO )
) SS
COUNTY OF XXXXXX )
BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above-named XXXXXXX XXXX DBA WASHINGTON PROPERTIES, who
acknowledged that he did sign the foregoing instrument with full authority and
that the same was his free act and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal at
this day of , 19 .
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----------------------
NOTARY PUBLIC
STATE OF )
)SS
COUNTY OF )
BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above-named WESTERN RESERVE BANCORP, INC. by , its ,who
acknowledged that he did sign the foregoing instrument with full authority and
the same is his free act and deed and the free act and deed of such corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at
this day of , 19 .
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NOTARY PUBLIC
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Exhibit "B"
This Addendum to Lease Agreement, made this 28th day of April, 1998, by
and between XXXXXXX XXXX DBA WASHINGTON PROPERTIES ("Landlord"), and WESTERN
RESERVE BANCORP ("Tenant").
FINISH ALLOWANCE DESCRIPTION
WESTERN RESERVE OFFICE BUILDING
Rental rates for the Western Reserve Office Building are based on a tenant
finish allowance of $25.00 per square foot or rental area exclusive of common
areas. The rental allowance is intended to be applied to the costs of
improvements of all spaces to the specifications of the individual tenants.
Tenants will be responsible for all improvement costs which are in excess of
this $25.00 allowance. These costs are to be amortized with interest at 9.75%
over the length of the lease, or the tenant may elect or pay directly for all
additional costs. Should improvement costs be less than the allowance amount,
the rental rate shall be adjusted to correspond.
Spaces are furnished to the tenants without improvements as follows:
a. Enclosing walls for the tenant space are provided with exposed stud and
insulation.
b. The floor is exposed unfinished concrete.
c. The ceiling is exposed steel joist and deck on the first two levels and will
be unfinished gypsum board attached to the bottom of the roof trusses on the
upper level.
d. Electrical is provided to each floor at a central location adjacent to one of
the stair towers.
e. Suite entrance door and lock set is provided.
f. Piping for the HVAC air handlers is provided in the area of the air
handlers.
Tenants are responsible for the costs associated with the design and
construction (labor & material) required to finish the space beyond the base
space as indicated above. The following is a brief outline of the typical
improvements for which the tenants will be responsible. There may be additional
items specifically associated with individual tenants which are not indicated
below.
a. All architectural and design costs associated specifically with the layout of
the individual tenant space.
b. All permit and inspection fees related to the
tenant improvements.
c. Construction of all partitions within the tenant space
including the installation of gypsum wallboard and insulation where requested.
d. Installation of gypsum wallboard on all tenant space perimeter walls.
e. Installation of all electrical power distribution from common panel located
in the building core.
f. Installation of all data, phone, and/or alarm systems from demarcation point
located in the utility room.
g. Installation of HVAC system from and including fan coil units, distribution
ducts and diffusers.
h. Installation of all lighting within the space including any required egress
lighting.
i. Installation of any plumbing, including bar sinks and toilet rooms.
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j. All floor finishes, including carpet, vinyl, ceramic, and wood as selected by
the tenant.
k. Suspended ceiling system.
l. All wall finishes, including painting and wall covering.
m. All doors and related hardware.
n. All running trim, including wood baseboard, chair rail, crown molding, window
and door casing, etc. as selected by tenant.
o. All built in cabinets and counter tops.
p. All pavement required for drive-through area.
q. Construction of drive-through area.
All tenant spaces shall be designed and constructed to conform with Ohio Basic
Building Code requirements and the general standard or construction within the
building. All improvements shall be approved by the building owners prior to the
installation to insure conformance with building quality standards and to avoid
conflicts with adjoining tenants. All construction shall be completed only by
contractors approved by the building owners. All tenants will be responsible for
the costs required to return their space to the original pre-improved condition
at the end of the lease unless other arrangements are made with the Landlord.
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SCHEDULE 1
Square Footage 7,884
Base Rent $/Sq.Ft. $ Annually $ Monthly
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Year 1 13.25 13.25 104,463.00 8,705.25
Year 2 13.75 13.75 108,405.00 9,033.75
Year 3 14.25 14.25 112,347.00 9,362.25
Year 4 14.75 15.04 118,575.36 9,881.28 2% increase of Year 3
Year 5 14.75 15.34 120,940.56 10,078.38 2% increase of Year 4
Year 6 15.25 16.15 127,326.60 10,610.55 2% increase of Year 5 + .50 difference
Year 7 15.50 16.72 131,820.48 10,985.04 2% increase of Year 6 + .25 difference
Year 8 15.50 17.05 134,422.20 11,201.85 2% increase of Year 7
Year 9 15.50 17.39 137,102.76 11,425.23 2% increase of Year 8
Year 10 15.50 17.74 139,862.16 11,655.18 2% increase of Year 9
