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EXHIBIT 10.31
LEASE ASSIGNMENT, ASSUMPTION AND
MODIFICATION AGREEMENT
This Lease Assignment, Assumption and Modification Agreement (this
"Agreement") is made and entered into as of the 13th day of January, 1998 by and
among 1800 INVESTORS, L.P., a District of Columbia limited partnership
("Landlord"), XXXXXX XXXX CURRENCY SERVICES, INC., a Delaware corporation
("Xxxxxx Xxxx") and FRANKLIN NATIONAL BANK, a National Bank ("Tenant").
BACKGROUND
A. Landlord's predecessor-in-interest, The Prudential Insurance
Company of America and Xxxxxx Xxxx entered into a certain Lease dated May 29,
1992, as amended on December 15, 1992 (as so amended, the "Lease"), with respect
to certain premises consisting of approximately 1,821 rentable square feet on
the 9th floor of the building known as 0000 X Xxxxxx, X.X., in the District of
Columbia, all as more particularly described in the Lease.
B. Xxxxxx Xxxx and Tenant entered into a certain Agreement of
Sublease dated as of March 29, 1996 (the "Sublease").
C. Xxxxxx Xxxx desires to assign and Tenant desires to assume all
obligations of Xxxxxx Xxxx as tenant under the Lease, subject to the agreements
set forth herein. Xxxxxx Xxxx and Tenant also desire to terminate the Sublease.
D. Landlord desires to consent to the assignment and assumption of
the Lease, and to enter into certain modifications of this Lease with Tenant
after giving effect to such assignment and assumption.
E. All capitalized terms used herein and not otherwise defined shall
have the same meanings given them in the Lease.
NOW, THEREFORE, intending to be legally bound, and in consideration
of the sum of one dollar ($1.00) and for other good and valuable consideration,
the parties hereto agree as follows:
1. Effective Date. As used herein, the "Effective Date" shall mean
January 13, 1998.
2. Assignment and Assumption of Lease. Xxxxxx Xxxx hereby assigns,
transfers and conveys to Tenant, as of the Effective Date, all of Xxxxxx Xxxx'x
rights and obligations as tenant under the Lease, arising from and after the
Effective Date and Tenant hereby assumes, as of the Effective Date, all of
Xxxxxx Xxxx'x rights and obligations of tenant under Lease, arising from and
after the Effective Date.
3. Release. Landlord and Xxxxxx Xxxx hereby release each other from
all liability, claims or causes of action under the Lease.
4. Termination of Sublease. As of the Effective Date, the Sublease
is hereby terminated and of no further force or effect, and Xxxxxx Xxxx and
Tenant hereby release each other from all liability, claims or causes under the
Sublease.
5. Adjustment for Operating Expenses. The parties agree Tenant shall
be obligated to Landlord in the event that Xxxxxx Xxxx'x share of Operating
Expenses pursuant to Section 5.4 of the Lease exceeds the payments actually made
by Xxxxxx Xxxx under the Lease in respect of the period prior to the Effective
Date. Accordingly, Landlord shall also remain liable to Tenant in the event it
is determined in accordance with Section 5.4 that the payments actually made by
Xxxxxx Xxxx under the Lease in respect of the period prior to the Effective Date
exceed Xxxxxx Xxxx'x Share of such Operating Expenses.
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6. Modification of Lease Terms. As of the Effective Date, the Lease
is hereby amended as follows:
5.1 Premises. The Premises is hereinafter defined as
approximately 1,956 rentable square feet on the ninth (9th) floor of the
Building.
5.2 Lease Term. The Lease Term is hereby extended through
January 14, 1999.
5.3 Base Rent. The Base Rent is $52,812 per year, payable in
equal monthly installments of $4,401 each.
5.4 Operating Expenses. The Base Rent payable hereunder is
for a "full service" lease. All references to Base Operating Expenses, Base Real
Estate Taxes, and Tenant's Percentage are hereby deleted.
5.5 Landlord's Services.
a. The Building hours of operation when normal heating,
ventilating and air conditioning shall be provided are Monday through Friday
from 8:00 a.m. to 7:00 p.m. and on Saturdays from 8:00 a.m. to 3:00 p.m.,
exclusive of all federal legal holidays.
b. Landlord will provide Building Standard janitorial and
cleaning services during the term of the Lease during weekdays, after Building
hours of operation, exclusive of all federal legal holidays. Said services shall
be comparable to those delivered in other first-class buildings in Washington,
D.C.
c. The Building and garage will be accessible twenty-four
(24) hours a day by means of an electric perimeter access control system. At
lease one elevator will be in service at all times after normal building
operating hours.
4.6 As-Is. Tenant agrees to accept the Premises in its "as-is"
condition, it being expressly understood that Tenant presently occupies the
Premises under the Sublease and Landlord has no obligation to perform any work
in connection with the Premises.
4.7 Brokers. Landlord and Tenant each represent to the other
that they have dealt with no brokers in connection with this transaction with
the exception of Xxxxx Xxxxxxx and Insignia/Xxxxxx Xxxxxx, whose commissions
shall be paid by Landlord pursuant to separate agreements. Landlord and Tenant
each agree to indemnify and hold harmless the other against any claims or
damages arising out of a breach of the foregoing representation.
4.8 Insurance Certificates/Indemnification. Tenant agrees to
deliver to Landlord, on or before the Effective Date, evidence of the insurance
required to be maintained by Tenant under the Lease.
a. Release. Tenant hereby agrees that Landlord shall not
be liable for any loss or damage to any property (including the property of
Tenant, its officers, directors, employees, agents, customers, concessionaires,
vendor, contractors or invitees) or the death or injury of any persons
(including Tenant, its officers, directors, employees, agents, customers,
concessionaires, vendors, contractors or invitees) occasioned by theft, fire,
acts of God, public enemy, injunction, riot, strike, insurrection, war, or any
other action of any governmental body or authority, by other tenants of the
Building or any other matter beyond the control of Landlord, or for any injury
or damage or inconvenience which may arise through repair or alteration of any
part of the Premises or the Building, or failure to make repairs, or for any
cause whatsoever except the negligence or willful misconduct of Landlord.
b. Indemnity. Tenant hereby requests and will defend,
indemnify and hold harmless Landlord, its respective officers, directors,
employees, agents, concessionaires, vendors and contractors (the "Indemnified
Parties") from and against any and all liability, claims, penalties, fines,
causes of action, suits, liens, losses, loss of use, damages, costs and expenses
of any kind (including legal fees and litigation costs) which may be suffered
by, accrued against, charged to or recoverable from the Indemnified Parties by
reason of 1) any occurrence in, upon, or at the Premises, however caused,
including without limitation,
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occurrences caused, in whole or in part, buy the negligence or misconduct of
Tenant, its officers, directors, employees, agents, customers, concessionaires,
vendors, contractors or invitees; or 2) any occupancy, use or misuse or the
Premises or the service areas, parking areas, pedestrian walks or driveways in
or around the Premises, by Tenant, its officers, directors, employees, agents,
customers, concessionaires, vendors, contractors or invitees; or 3) any
occurrence elsewhere in the Premises or the Building occasioned in whole or in
part by the act or omission of Tenant; or 4) any occurrence occasioned by the
violation of any law, regulation or ordinance by Tenant or its officers,
directors, employees, agents, customers, concessionaires, vendors, contractors
or invitees.
4.9 Other Modifications to Lease. The following sections of the
Lease are hereby deleted in their entirety: 4.2, Article V, Article VI, Addendum
24 and 25.
4.10 Address for Notices. All notices to Landlord shall be
addressed to 1800 Investors, L.P., GSB Building, Xxxxx 000, Xxx Xxxxxxx Xxxxxx,
Xxxx Xxxxxx, XX 00000. All notices to Tenant shall be addressed to Franklin
National Bank, 1800 K Street, 0000 X Xxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000.
7. Ratification of Lease. Except as modified herein, the
Lease remains unchanged and in full force and effect. In the event of any
inconsistencies between the terms of the Lease and this Agreement, this
Agreement shall control.
IN WITNESS WHEREOF, Landlord, Tenant and Xxxxxx Xxxx have caused
this Agreement to be executed under seal as of the day and year first above
written.
LANDLORD
1800 INVESTORS, L.P.
Attest: By: Bergen of 1800, Inc.
By:
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TENANT
FRANKLIN NATIONAL BANK
Attest:
By:
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XXXXXX XXXX CURRENCY SERVICES,
INC.
Attest:
By:
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