EXHIBIT 10.4
CHATEAU CENTRE LEASE AGREEMENT
THIS LEASE executed in triplicate on the 2nd day of March, 1999, by and between
CHATEAU VILLAGE L.L.C., a Michigan Limited Liability Company, whose address is
000 Xxxxxxx, Xxxxxxx, Xxxxxxxx 00000, hereinafter called "Lessor", and MACATAWA
BANK, a Michigan banking corporation, of 000 X. 0xx Xxxxxx, Xxxxxxx, XX 00000,
hereinafter called "Lessee",:
PARAGRAPH 1. Premises. Upon the conditions hereinafter contained, Lessor does
hereby demise and lease to Lessee and the Lessee does lease from Lessor certain
premises situated in the City of Wyoming in the County of Kent and State of
Michigan, consisting of 2,060 square feet within the Chateau Centre, which
consists of 43,500 square feet of building owned by Lessor for Lessee and other
tenants. Said premises is Xxxxx 0 xx 0000 00xx Xxxxxx, XX, together with the
use in common with Lessor and others entitled thereto of the common area parking
areas, service road and sidewalks; subject, however, to the terms and conditions
of this Lease Agreement and to the reasonable rules and regulations of the use
thereof as prescribed from time to time by Lessor. The "premises" are set forth
on Schedule "A" attached hereto and shall include the drive-up ATM area
described in Paragraph 29.
PARAGRAPH 2. Permitted use and Assignment. Said premises shall be used for a
bank, mortgage office and other related uses. Lessee shall not be permitted to
either sell or market insurance products in the premises because Nationwide
Insurance has an exclusivity clause in their lease prohibiting such use by other
Tenants of Chateau Centre. Lessee shall not have the right to sublet nor to
assign to any other party without first securing the consent of the Lessor.
Lessor shall not unreasonably withhold its consent with the understanding that,
if said sub-lessee shall pay rent at a higher rate than Lessee is paying, the
additional rent shall belong to Lessor. Lessor shall not lease, assign,
sublease, or allow any other space within Chateau Centre to be used for banking
purposes, with the exception of Commercial Credit, Inc., an existing lessee
already in Chateau Centre and an existing ATM bank machine located in the Quick
Stop premises.
PARAGRAPH 3. Signage. Lessee shall have the right to install a sign on the
marquee over its leased space which shall be paid for by Lessee. The style of
the marquee sign must be either neon or individual raised illuminated letters.
All lighting ballast's are to be concealed in the bulkhead. The maximum height
of the marquee sign is twenty-four inches (24"). Lessor has erected on pylon-
type sign tower at the Center to accommodate an illuminated sign advertising the
business of the Lessee. The Lessee shall be entitled, at its own expense, to
one standard size (5" high by 10' length) pylon space allotted for Lessee's
identification. All signs installed by Lessee shall comply and conform to the
appropriate governmental ordinances and regulations governing the same and shall
be removed by Lessee at the termination of this Lease, including repairs and/or
refinishing of the surface of the building where the sign was mounted. The
Lessee shall provide the Lessor, for its approval, which shall not be
unreasonably withheld, drawings and specifications of its signage prior to
installation. The pylon signage must be manufactured and installed by the
Valley City Sign Company of Grand Rapids, Michigan.
PARAGRAPH 4. Terms and Rental. The term of this Lease shall be for a period of
36 months beginning May 1, 1999, and terminating on April 30, 2002. Lessee
herewith has deposited $2,146.88 which shall be the first months' rent and
$2,146.88 which shall be a security deposit. Rent shall be due on the first day
of the second month, June 1, 1999, in the amount of $2,146.88, and shall be due
monthly beginning on the first day of each month thereafter. Lessee shall
receive rent and expense free occupancy of the premises from April 1 - 30, 1999
to prepare the premises for its intended use.
For the second year of the lease term, the rent shall be adjusted upward as
follows: the rent for the second year shall be determined by adjusting the
first year's rent upward by the same percentage that the "all items" index of
the Consumers Price Index for the last month of the first year shall have
increased from the same index of the Consumers Price Index for the month
preceding the month in which this lease commences; the rent for each succeeding
year of the lease term shall be determined by adjusting the rent to have been
paid during the preceding year upward by the same percentage that the "all
items" index of the Consumers Price Index for the last month of the preceding
lease year (the lease year then ending) shall have increased from the same index
of the Consumers Price Index for the same month of the preceding calendar year.
Exhibit 10.4 - Page 2
Notwithstanding the above, the annual rent adjustment shall not exceed three
percent (3%) during the lease base term and five percent (5%) during the lease
renewals.
Reference to the Consumers Price Index is the official Consumers Price Index,
United States City Average for All Urban Consumers, published by the United
States Department of Labor, Bureau of Labor Statistics, Xxxxxxxxxx, XX 0000-00 =
100. In the event that during the lease term such Index shall not be available
in the same form, or shall be calculated on a different basis than 1982-84 =
100, and if the Bureau of Labor Statistics shall have substituted a new Index
with the appropriate tables for conversion from the discontinued Index to the
substituted Index, such conversion shall be made and rent for the period
commencing after such substitution shall be on the basis of the substituted
Index properly converted from the discontinued Index in accordance with such
conversion tables. It is the intention of the parties that the transition from
one Index to the other shall not result in an increase in the rent adjustment
which would not otherwise have been made except for such transition. In the
event that such Index shall be discontinued during the term of this lease, and
if no official Bureau of Labor Statistics Index shall be substituted with
appropriate conversion tables, and if the parties are unable to agree upon a
basis for rent adjustment thereafter, then such adjustment shall be determined
by two arbitrators in accordance with the rules of the American Arbitration
Association. In the event that the Consumers Price Index for a particular month
is not published in sufficient time to allow for the rent adjustment provided
for above in the first month of any lease year, as soon as is practicable after
such publication the rent adjustment shall be made and any increase in the rent
to be paid shall be paid immediately.
In the event the base rent and/or additional rentals are paid more than ten (10)
days after such rent is due, such rent shall be assessed a one-time late charge
of five percent (5%) of the amount unpaid, and shall bear interest from the due
date until paid at the lesser of the rate of one and one-quarter percent (1.25%)
per month or the highest rate permitted by law.
PARAGRAPH 5. Insurance. Insurance shall be obtained and maintained in
accordance with the following provisions:
Exhibit 10.4 - Page 3
(a) Lessor shall obtain and maintain such fire and extended coverage
insurance in an amount not less than the then current replacement cost of the
building and other improvements of Chateau Centre. This expense shall be
reimbursed to Lessor pursuant to Paragraph 7 hereof. Lessee shall obtain and
maintain such fire and extended coverage insurance as Lessee deems necessary to
protect its own property located on the Premises.
(b) Lessor shall obtain and maintain such insurance covering public
liability as will protect Lessor and Lessee against claims or any and all
persons for personal injury, death or property damage occurring in, on, or about
the Premises, or in any manner growing out of or connected with Lessor's
ownership, or Lessee's use or occupation of the Premises, or the condition
thereof, such insurance to afford protection to the limit of not less than
$500,000 per person, $1,000,000 per accident, and $1,000,000 property damage.
This expense shall be reimbursed to Lessor pursuant to Paragraph 7 hereof.
Further, Lessee and Lessor agree to indemnify and hold each other harmless from
liability for damages to any person or property in or about the leased premises
resulting from the negligence of the indemnifying party or its agents, except to
the extent such damage is covered by insurance. Except as provided in Xxxxxxxxx
0, Xxxxxx agrees to be a self-insurer or carry insurance for the replacement and
repair of any plate glass upon the premises and further agrees, in the event of
any breakage not caused by Lessor or not covered by the fire and extended
coverage policy of Lessor to replace such glass promptly.
The Lessor and the Lessee, and all parties claiming under them, hereby
mutually release and discharge each other from all claims and liabilities
arising from or caused by any hazards covered by insurance on the lease
Premises, or covered by insurance in connection with property on or activities
conducted on the Premises regardless of the cause of the damage or loss. Lessor
and Lessee shall each cause appropriate clauses to be included in their
respective insurance policies covering the Premises waiving subrogation against
the other party consistent with the mutual release contained in this paragraph.
PARAGRAPH 6. Maintenance. Lessor shall, at all times during the lease term,
maintain the exterior and structural interior portions of the building,
including walls and roof, and any glass breakage caused by the elements,
settling of the building or structural defects. The above,
Exhibit 10.4 - Page 4
notwithstanding, however, Lessee shall, at its expense, keep every part of said
Premises in good repair, including but not limited to electrical, plumbing,
heating and air conditioning equipment except that Lessor shall be responsible
for any repairs that are considered a capital investment or improvement as
defined in Paragraph 7; and shall at all times keep Premises in as good a
condition and repair as when possession is taken and upon termination of this
Lease, by lapse of time or otherwise, will yield up said premises in as good
condition and repair as when taken, ordinary use and wear excepted. Lessee shall
also wash windows, maintain their exterior signs and antenna systems, assume day
to day maintenance and replacement of interior lighting and mechanicals, and
shall keep the interior of the building in neat condition at all times.
PARAGRAPH 7. Proration of Operating Expenses. In addition to the rents
specified pursuant to Paragraph 4 hereof, Lessee shall pay to Lessor, as
additional rent, Lessee's pro-rata share of the general operating expense
incurred by Lessor in maintaining Chateau Centre. It is agreed that Lessee's
pro-rata share is 4.74 percent. For purposes hereof, the term operating
expenses means the following: costs and expenses incurred by Lessor with
respect to the land and improvements on and in which the Premises are situated;
all property taxes and assessments: real, personal, general, and special;
water, sewer, common area lighting, electricity, property management fees,
maintenance services contracted for by Lessor, and/or wages, salaries, fringe
benefits, and applicable taxes on the employer if performed by Lessor; general
maintenance, snow removal and exterior grounds care; seasonal maintenance
contract for heating and air conditioning equipment; parking area cleanup and
parking lot maintenance; insurance premiums; and repairs and general maintenance
to common areas, but excluding any alterations to meet the need of specific
tenants and any capital investments or improvements as defined in accordance
with federal tax reporting requirements and generally accepted accounting
principles. All operating expenses are billed to Lessee on an annual basis
based on a budget accounting. Payment shall be made monthly to Lessor and due
with rent payment. Each year, Lessor shall submit to Lessee a budget estimating
total operating expenses for the preceding/current year. Lessee shall pay each
month its pro-rata share (4.74%) of the total operating expense estimate of that
year's budget divided by twelve/1/. Each successive year, actual operating
expenses shall be reconciled to the budget amount. Lessee shall be credited (if
actual is lower) or charged (if actual is higher) the net difference to the
following month's operating expense payment/2/. The
Exhibit 10.4 - Page 5
additional rent payment as calculated by this paragraph is to be received (due)
by the Lessor along with rent payment on the first day of each month.
/1/Example: Total operating expenses for 199X are $1,000.00. Lessee pays 4.74%
-------
x $1,000.00/12 months = $3.95 per month.
/2/Example: 199X budget $1,000.00 - 199X actual $1,100.00. Lessee pays 4.74%
-------
of $1,100 - 1,000 = $100 x 4.74% = $4.74 in next months statement.
PARAGRAPH 8. Utilities. Lessee shall pay for all gas, electricity, water,
sewage or telephone services, or other utility services used by it during the
entire term of this Lease. The Lessee shall be responsible for all utilities in
the leased space from the date it is first occupied for remodeling or leasehold
improvements. It shall also be the responsibility of the Lessee prior to
occupancy to apply for the utility service in their name.
PARAGRAPH 9. Destruction of Premises. If, during the term of this Lease, the
Premises shall be partially or wholly destroyed by fire, by the elements or by
any other cause, and such destruction cannot be repaired, replaced or restored
within 120 days, then this Lease, at the option of the Lessee and upon notice in
writing to Lessor, shall cease and terminate and each party shall be released of
further obligation thereunder, and Lessor shall refund to Lessee any portion of
rent paid in advance and not earned at the time of such destruction. If,
however, Lessee elects to continue this Lease or if such destruction may be
repaired, replaced, or restored within 120 days, Lessor shall repair the
premises as speedily as possible, at Lessor's expense and upon completion of
such repairs, Lessee shall be entitled to a reduction of rent in proportion to
the amount of floor space of which it was deprived of use while such repairs
were being made.
PARAGRAPH 10. Liens. Lessee shall keep the leased premises free from any liens
arising out of any work performed, materials furnished, or obligation incurred
by Lessee.
PARAGRAPH 11. Eminent Domain. If all of the leased premises, or such part
thereof as to render the balance unsuitable for carrying on Lessee's business,
is taken by condemnation proceedings, this Lease shall terminate, at the option
of Lessee, at the time when possession of the whole or of the part so taken
shall be required for such public use, and the rents, properly apportioned,
shall be paid up to that time only. Such taking shall not be deemed a breach of
the covenants of Lessor for quiet enjoyment herein contained.
Exhibit 10.4 - Page 6
PARAGRAPH 12. Title Covenants and Quiet Enjoyment. Lessor covenants that it is
seized of the leased premises and has the full right to make this Lease, and
that Lessee shall have quiet and peaceful possession and enjoyment of the leased
premises during all of the term and renewal thereof against all acts of any
parties claiming title to, or a right to, the possession of said leased
premises.
PARAGRAPH 13. Personal Property Fixtures and Equipment. Personal property,
including fixtures and other equipment owned by Lessee, or its assignee or
subtenant in said premises, shall not become a part of the realty, even if
fastened to the premises, but shall retain their status as personalty and may be
removed by Lessee at any time. However, any damage to the leased premises
caused by the removal of such property shall be repaired by Lessee at its
expense.
PARAGRAPH 14. Default and Remedies. In case Lessee shall default in the
performance of any covenant or agreement herein contained and such default shall
continue for thirty (30) days after receipt by Lessee of written notice thereof
by Lessor, then Lessor at its option may declare this Lease terminated and may
re-enter the leased premises with due process of law and remove all persons
therefrom; provided however, that if the default is (1) non-payment of any rent
obligation, (2) a health hazard, or (3) physical damage to the premises, then
the written notice period shall just be seven (7) days rather than thirty (30)
days. The exercise by Lessor of the right of re-entry shall not be a bar to, or
prejudice in any way, any other legal remedies available to Lessor. If Lessor
shall commit a substantial default in a performance of any covenant or agreement
herein contained and such default shall continue for ten (10) days after receipt
by Lessor of written notice given by Lessee, then no rent shall be paid or
become payable under this Lease for such time as such default shall continue
after the expiration of said 10-day period.
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 leased premises is closed, or is taken over by any depository
institution supervisory authority ("Authority"), Lessor may, in either such
event, terminate this
Exhibit 10.4 - Page 7
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 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.
PARAGRAPH 15. Termination. Lessee, at the termination of said Lease, shall
redeliver and surrender up to Lessor the leased premises in good order and
condition, ordinary, reasonable wear and tear excepted.
PARAGRAPH 16. Entry by Landlord. For the purpose of maintaining the premises,
Lessor reserves the right at reasonable times upon prior reasonable notice
(except in case of emergency) to enter and inspect the premises and to make any
necessary repairs to the premises.
PARAGRAPH 17. Notices. Any notice under this Lease shall be deemed to have
been given when a written memorandum thereof is deposited in a United States
mailbox with postage prepaid and addressed to the party entitled to receive
notice at the address contained in this Lease or at such other addresses as the
parties may from time to time designate.
PARAGRAPH 18. Alterations. Lessee may make such alterations and changes in
such parts of the building as Lessee finds necessary, providing Lessor consents
thereto, and Lessor shall not unreasonably withhold its consent.
PARAGRAPH 19. Renewals. Lessee shall have the option to renew this Lease for
three (3) terms of three (3) years each. To exercise said option Lessee shall
give notice to Lessor in writing not less then 120 days prior to the expiration
of the initial term or any extension thereof. An election to renew that is
given too late is void. The rental rate for the renewal periods shall be the
same as mentioned in Paragraph 4 above. The option to renew may not be
exercised by Lessee if Lessee is in default in performing this Lease Agreement,
or has received from Lessor two or more notices to quit during the initial term.
Exhibit 10.4 - Page 8
PARAGRAPH 20. Parking. It is further agreed that Lessee and Lessee's employees
shall park all vehicles in the parking lot in the rear of the building, leaving
the front parking available for customers.
PARAGRAPH 21. Security Deposits. Lessee is herewith depositing $2,146.88 as a
security deposit which will be held by Lessor. The security deposit will be
charged for any damage or unpaid rent at the end of the lease term, and the
remaining balance shall be immediately returned to Lessee.
PARAGRAPH 22. Leasehold Improvements. Leasehold improvements made by the
Lessee must be approved by the Lessor prior to construction, and Lessor shall
not unreasonably withhold its consent. Any improvements made, even if approved
by Lessor, must be removed by the Lessee upon the expiration of the Lease and
the lease space returned to its original condition unless otherwise agreed.
PARAGRAPH 23. Termination and Inspection. Lessee shall call for an inspection
by the Lessor upon the termination of the Lease whether voluntary or involuntary
within seven (7) days following the last business day occupied to determine if
the premises have been returned in a satisfactory condition. Lessor may waive
this right, but in any case must give a written release stating that the terms
of the Lease have been met in full for the security deposit to be returned.
PARAGRAPH 24. Headings. The headings which are used following the number of
each paragraph are so used only for convenience in locating various provisions
of this Lease and shall not be deemed to affect the interpretation or
construction of such provisions.
PARAGRAPH 25. Complete Agreements and Amendments. This Lease Agreement
constitutes the complete terms and agreement between Lessor and Lessee. There
are no unwritten modifications or understandings. This Agreement can be amended
or modified only by written agreement signed by both parties.
Exhibit 10.4 - Page 9
PARAGRAPH 26. Advice of Counsel. The Lessor and Lessee herewith acknowledge
that Xxx X. Xxxxxx Realty Co., Inc., agent for Lessor, has recommended that the
parties to this Lease Agreement retain an attorney to advise them as to all
aspects of this transaction. Upon signing of this Lease Agreement, the Lessor
and Lessee agree to hold Xxx X. Xxxxxx Realty Co., Inc. and its agents harmless
from any claims arising from this transaction.
PARAGRAPH 27. Lessor's Work. Prior to April 5, 1999, Lessor shall complete the
following described work without expense to Lessee:
1. Install partitioning wall to create the premises. Such wall shall be
drywalled, taped and sanded (ready for paint) and shall include electrical
outlets to code.
2. Prior to May 1, 1999, Lessor shall replace wood facia on marquee damaged by
prior lessee's signage.
All other interior work shall be done by and at the sole expense of the Lessee.
PARAGRAPH 28. Drive-up ATM. Lessor hereby leases to Lessee the necessary area
and gives Lessee its permission, at Lessee's sole cost and expense, to install
and maintain a drive-up ATM and accompanying improvements to the East of the
Easterly Chateau Centre drive isle as shown on Schedule B attached hereto. It
shall also be the Lessee's responsibility to obtain all Municipal approvals to
install and construct such ATM, driveway islands, landscaping, etc. The Lessee
agrees to remove such ATM and accompanying improvement at the termination of
this Lease unless otherwise agreed to in writing by Lessor. Lessor shall keep
such area free of obstructions so as not to obstruct use of such ATM machine.
PARAGRAPH 29. Subordination and Non-Disturbance. If requested by Lessee,
Lessor shall deliver a non-disturbance agreement in favor of Lessee from any
mortgagee currently holding an interest in the lease premises. Lessee at its
expense shall provide the form of non-disturbance agreement. Such non-
disturbance agreement shall provide that the tenancy and other rights of the
Lessee hereunder shall not be disturbed, so long as Lessee pays the rent and
performs all of the other terms and conditions of this Lease. The Lessee hereby
agrees to subordinate this Lease to any mortgage affecting the leased premises
hereafter made by the Lessor, provided that
Exhibit 10.4 - Page 10
simultaneously with the execution of such mortgage, the mortgagee executes a
non-disturbance agreement in favor of Lessee which provides that the tenancy and
other rights of Lessee hereunder shall not be disturbed, so long as Lessee pays
the rent and performs all of the other terms and conditions of this Lease.
**********
Exhibit 10.4 - Page 11
IN WITNESS WHEREOF, Lessor and Lessee have caused this Lease to be executed on
the day and year first above written.
CHATEAU VILLAGE, L.L.C.,
a Michigan Limited Liability Company
Federal I.D. Number 00-0000000
Lessor:
By /s/ Xxxx Xxxxxx
--------------------------------------
Its: Authorized Member
MACATAWA BANK,
a Michigan banking corporation
Lessee:
By /s/ Xxxxxx Xxxxxx
--------------------------------------
Its: President
Exhibit 10.4 - Page 12
