Exhibit 10.4
THIS LEASE, made this 6th day of April, 1999, between Xxxxxx X. &
Xxxxxxxx X. Xxxxx (hereinafter called Lessor) and First Community National Bank
(hereinafter called Lessee) which terms "Lessor" and Lessee" shall include,
wherever the context admits or requires, singular or plural, and their heirs,
legal representatives, successors and assigns of the respective parties;
WITNESSETH:
PREMISES
That the Lessor, in consideration of the covenants of the Lessee, does
hereby lease and demise unto said Lessee and Lessee hereby agrees to take and
lease from the Lessor, for the terms hereinafter specified the following
described premises:
That parcel of land with improvements thereon located at 000 Xxxxxxxxx
Xxxxx, Xxxxxxx, Xxxxxxxx and legally described as: Parcel "A"; N/E margin of St
Rt 682 & S/E margin of St Rt 57A Horsepasture District; DB 510 PG 685; MB 75 PG
97; 1.435 Acres.
TERM
For the Lessee to have and to hold for a period of three years
commencing with the opening date of the Stanleytown Branch (Commencement Date)
and terminating three years from that date. Beginning June 1, 1999 Lessee agrees
to pay Lessor interim rent to hold premises for Lessee until Commencement Date
when a higher rent will apply. This lease is granted and accepted upon the
following terms, covenants, conditions and stipulations:
RENTAL
1. The Lessee agrees to pay to the Lessor as rental for the demised
premises the following amounts: Interim rent of $500.00 per month beginning June
1, 1999 and continuing until such time as Branch is open for business
(Commencement Date). Beginning on Commencement Date and terminating three years
from that date Lessee shall pay Lessor monthly payments of $2,500.00. The rental
shall be due and payable in advance on the first of each and every calendar
month of the lease term, and any extensions thereof. If Commencement date is not
on the first of the month rental shall be prorated for that partial month.
USE
2. The demised premises shall be used for banking and banking services.
Lessee's employees, customers and invitees are granted full use of the premises.
Lessee at all times shall fully and promptly comply with all laws, ordinances
and regulations of every lawful authority having jurisdiction of said premises
and the character and manner of operation of the business conducted in or at
said premises.
UTILITIES
3. The Lessee agrees to pay for all utilities used by Lessee at the
demised premises. Lessor shall at all times provide access to utilities.
LESSEE'S REPAIRS
4. The Lessee agrees to keep the interior of the demised premises,
along with the florescent fixtures, windows and exterior plate glass in good
condition and repair excepting all repairs which are made necessary by reason of
fire and other unavoidable casualties and reasonable wear and tear. Lessee will
provide for its interior cleaning and janitorial services.
LESSOR'S REPAIRS
5. The Lessor shall, at its cost and expense, keep and maintain the
common areas (including the parking area) in good condition and repair. Lessor
will keep and maintain the foundation and structural members in good condition
and repair, and shall make any and all structural repairs to the exterior of
said premises. Lessor will keep and maintain the roof, gutter, downspouts in
good condition and repair. Lessor also accepts responsibility for maintenance of
the exterior of the building, parking areas, snow removal and landscaping except
as provided under Paragraph 9.
SIGNS
6. Lessee may place, erect and maintain, with the approval of the
Lessor, signs on the demised premises. All signs shall remain the property of
Lessee and may be removed at any time during the term of this lease, or any
extensions thereof, provided Lessee shall repair or reimburse Lessor for the
cost of any damage to the demised premises resulting from the installation or
removal of such signs.
FIXTURES AND INTERIOR ALTERATIONS
7. The Lessee, at its own expense and with written permission of Lessor
which shall not be unreasonably withheld, may from time to time during the term
of this lease, make any interior alterations, additions, and improvements in and
to the demised premises which it may deem necessary or desirable and which do
not adversely affect the structural integrity thereof, but it shall make them in
a good workmanlike manner and in accordance with all valid requirements of
municipal or other governmental authorities. All permanent structural
improvements shall belong to the Lessor and become a part of the premises upon
termination or expiration of this lease.
Lessee may construct and build or install in said premises any
and all racks, counters, shelves, and other fixtures and equipment of any kind
and nature as may be necessary or desirable in the Lessee's business, which
racks, counters, shelves, and other fixtures and equipment shall at all times be
and remain the property of the Lessee and Lessee shall have the right to remove
all or any part of same from said premises at any time; provided Lessee shall
repair or reimburse Lessor for the cost of repairing any damage to said premises
resulting from the installation or removal of such items.
INDEMNIFICATION
8. Lessee agrees to indemnify and save harmless the Lessor from any
claim or loss by reason of accident or damage to any person or property
happening on or about demised premises.
CLEANLINESS
9. Lessee shall at all times keep the interior of the building in a
reasonably neat and orderly condition and shall keep the walkway, entryways and
delivery areas adjoining the building reasonably clean and free from rubbish,
dirt, snow, and ice. Lessee will not make or suffer any waste of the premises or
permit anything to be done in or upon the demised premises creating a nuisance
thereon, and Lessee further agrees to permit Lessor or its agent at all
reasonable times to enter upon the premises for making repairs and for examining
or showing the same to prospective purchasers and/or Lessees.
QUIET ENJOYMENT
10. The Lessor covenants, warrants and represents that upon
commencement of the lease term, the demised premises will be free and clear of
all liens and encumbrances superior to the leasehold hereby created; that the
lessor has full right; and power to execute and perform this lease and to grant
the estate demised herein; and that the Lessee on paying the rent herein
reserved and performing the covenants and agreements hereof shall peaceably and
quietly have, hold and enjoy the demised premises and all rights, easements,
appurtenances and privileges belonging or in any way appertaining thereto during
the full term of this lease and any extensions thereof.
DEFAULT
11. In the event the Lessee should fail to pay any of the monthly
installments of rent reserved herein for a period of more than ten (10) days
after the same shall become due and payable, or if the Lessee shall fail to keep
or shall violate any other condition, stipulation or agreement contained, on the
part of the Lessee to be kept and performed, and if either such failure or
violation shall have continued for a period of thirty (30) days after the Lessee
shall have received written notice by certified or registered mail at its office
address hereinafter designated, from the Lessor to pay such rent or to cure such
violation of failure, then, in any such event, the Lessor, at its option, may
either (a) terminate this lease, or (b) re-enter the demised premises by summary
proceeding or otherwise expel Lessee and remove all property therefrom and relet
the premises at the best possible rent obtainable, making reasonable efforts and
receive the rent therefrom; but Lessee shall remain liable for the deficiency,
if any, between Lessee's rent hereunder and the price obtained by Lessor on
reletting. However, a default shall be deemed cured if the Lessee in good faith
commences performance requisite to cure same within thirty (30) days after
receipt of notice and thereafter continuously and with reasonable diligence
proceeds to complete the performance required to cure such default.
NOTICES
12. All notices required to be given to the Lessor hereunder shall be
sent by registered or certified mail to, and all rent payments shall be made to
Lessor at 000 Xxxxxxxx Xxxx Xxxxx, Xxxxxxx, XX 00000 or to such other address as
Lessor may direct from time to time by written notice forwarded to Lessee by
registered or certified mail.
All notices required to be given to Lessee shall be sent by
registered or certified mail to Lessee, c/o Xxxxx X. XxXxxxxx, 0000 Xxxxxxxxx
Xxxx, Xxxxxxx, Xxxxxxxx 00000, or to such other address as Lessee may direct
from time to time by written notice forwarded to Lessor by registered or
certified mail.
END OF TENANCY
13. The Lessee will yield up the demised premises and all additions
thereto (except sign, equipment and trade fixtures installed by the Lessee at
its expense) at the termination of the tenancy in as good and tenable condition
as the same are at the beginning of Lessee's occupancy, reasonable wear and
tear, damages by fire and other casualties and condemnation appropriation by
eminent domain excepted, and also excepting any damage, disrepair and other
condition that the Lessor is obligated hereunder to repair and correct.
TAXES
14. All taxes, assessments and charges on land or improvements and
obligations secured by mortgage or other lien upon the demises premises shall be
promptly paid by the Lessor when due. Lessee will, however, reimburse Lessor the
amount of tax increase attributable to any improvements to the demised premises
made by Lessee over the 1998 tax amount.
BENEFITS
15. This lease and all covenants and provisions thereof shall inure to
the benefit of and be binding upon the heirs, legal representatives, successor,
and assigns of the parties hereto. Each provision hereof shall be deemed both a
covenant and a condition and shall run with the land.
HVAC REPAIRS
16. Lessor will have the heating, ventilating and air conditioning
systems serviced and put in first class operating condition upon the signing of
this lease. Lessee will assume responsibility for any routine maintenance and
repairs and agrees to provide and insure regular routine maintenance to the
units by securing a maintenance contract with a qualified HVAC contractor.
However, Lessor agrees to accept responsibility for repair or replacement of
units in excess of $250.00 per occurrence during the lease term provided Lessee
has maintained units on a regular basis.
RENEWAL OPTIONS
17. Lessee and Lessor will negotiate options to renew this lease after
facilities are open for business.
PUBLIC LIABILITY INSURANCE
18. Lessee shall, during the entire term hereof, keep in full force and
effect a policy of public liability and property damage insurance with respect
to claims arising from the use and occupancy of the premises by Lessee, under
which the limits of public liability shall not be less than $1,000,000.00
combined single limit per occurrence or the equivalent thereof. Such policy
shall provide that not less than 30 days written notice be given to Lessor in
advance of the effective date of cancellation, non-renewal or material change in
such policy. A copy of certificate reflecting such insurance coverage shall be
delivered to Lessor upon request thereof.
Lessor shall, during the entire term hereof, keep in full
force and effect a policy of public liability and property damage insurance with
respect to the premises under which the limits of public liability shall not be
less than $1,000,000.00 combined single limit per occurrence or the equivalent
thereof. Such policy shall provide that not less than 30 days written notice be
given to Lessee in advance of the effective date of cancellation, non-renewal or
material change in such policy. A copy of certificate reflecting such insurance
coverage shall be delivered to Lessee upon request thereof.
DAMAGE BY FIRE OR CASUALTY
19. During the term of this lease Lessor agrees to carry standard form
"All Risk" property insurance on the building wherein the premises are situated
for full replacement thereof and shall provide Lessee with a certificate of
insurance reflecting such coverage, if requested.
If premises or a portion thereof shall be destroyed or injured
by any cause and such destruction or injury could reasonably be repaired within
90 days thereafter, Lessor shall with diligence undertake and substantially
complete repairs within 90 days after the happening of such destruction or
injury. If Lessee shall be deprived of the occupancy of any portion of the
premises due to any destruction or injury but can nevertheless continue to
engage in its regular business, a rental abatement shall be allowed in
proportion to the area rendered untenantable and continuing until premises are
restored. No rent shall be payable during any period that Lessee is unable to
engage in its regular business.
If the destruction or injury cannot reasonably be repaired
within 90 days after the happening thereof, Lessor shall notify Lessee within 30
days after the happening of such destruction or injury whether or not Lessor
will repair or rebuild. If Lessor elects not to repair or rebuild, this lease
shall be terminated. If Lessor shall elect to repair or rebuild, Lessor shall
specify the time within which repairs or reconstruction will be completed and
Lessee shall have the option within 30 days after the receipt of such notice to
elect either to terminate this lease and further liability thereunder or to
extend the term or renewal term of this lease by a period of time equivalent to
the period from the happening of such destruction or injury until the premises
are restored to their former condition. In the event Lessee elects to extend the
term of the lease, Lessor shall restore the premises to their former condition
within the time specified in the notice and Lessee shall be entitled to an
abatement of rent in the manner hereinbefore described.
WAIVER OF SUBROGATION
20. Lessor and Lessee agree (to the extent that such agreement does not
invalidate coverage under any policy of insurance) that, in the event the
demised premises, or any part hereof, are damaged or destroyed by fire or other
casualty that is covered by insurance of the Lessor or Lessee, or the
sub-lessee's assignees or transferees or Lessee, the rights of any party against
the other or against the employees, agents or licensee of any part, with respect
to such damage or destruction and with respect to any loss resulting therefrom,
including the interruption of the business of any parties, are hereby waived to
the extent of the coverage of said insurance. Lessor and Lessee further agree
that all policies of fire, extended coverage, business interruption and other
insurance covering the demised premises or the contents therein shall, if
possible, provide that the insurance shall not be impaired if the insureds have
waived their rights of recovery from any person or persons prior to the date and
time of loss or damage. Any additions premiums for such clause or endorsement
shall be paid by the primary insured.
CONTINGENCY CLAUSE
21. If for any reason Lessee is prevented from organizing and receiving
regulatory approval to open this Branch as planned this lease may be cancelled
by notifying Lessor in writing.
COMPLETE AGREEMENT
22. This written lease contains the complete agreement of the parties
to the leasing of the demised premises. No waiver or any breach of covenant
herein shall be construed as a waiver of the covenant itself or any subsequent
breach thereof.
IN WITNESS WHEREOF, the Lessor and Lessee have executed this agreement
the day and year first above written.
Signed, sealed and delivered in the presence of
________________________ ____________________________________
WITNESS
________________________ ____________________________________
WITNESS
____________________________________
________________________ ____________________________________
SECRETARY PRESIDENT
