EXHIBIT- 10.13
PURCHASE AND ASSUMPTION AGREEMENT
BY AND BETWEEN EASTERN AMERICAN BANK, FSB
AND CENTURY NATIONAL BANK
JULY 24, 1997
Exhibit 1.02(b)
Lease Agreement - 0000 Xxx Xxxxxxxx Xxxxx
July 23, 1993
Eastern American Bank
000 Xxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
Gentlemen:
You (the "Bank") and we have today executed a Lease for certain
premises (the "Premises") located on the ground floor of the office building
situated at 0000 Xxx Xxxxxxxx Xxxxx, XxXxxx, Xxxxxxxx. Pursuant to the terms of
the Lease, the Landlord has undertaken to perform certain tenant improvements
in the Premises (the "Landlord Work"). The Bank intends make a loan (the
"Loan") in the amount of $50,000 to provide Landlord with the necessary funds
for the construction of the Landlord Work.
In the event the Bank fails to disburse the Loan to the Landlord by
not later than August 15, 1993, the Bank agrees that it shall pay for the
Landlord Work itself. Such payment shall be made promptly following
presentation by Landlord of invoices for such work. in such event the Buildout
Cost component of the Base Rent will be eliminated and the deposit contemplated
by Section 7 of the Lease will be reduced by $50,000. All other terms of the
Lease shall remain in full force and effect.
Very truly yours,
MCLEAN POPLAR PARTNERS
BY:
Xxxxxxx X. Xxxxxx
ACCEPTED AND AGREED TO
this on 23 day of July, 1993
EASTERN AMERICAN BANK
By:_______________________
Xxxxx Xxxxxx
0000 Xxx Xxxxxxxx Xxxxx
XxXxxx, Xxxxxxxx
LEASE
THIS LEASE is made and entered into this 23 day of July 1993, by and between
MCLEAN POPLAR PARTNERS ("Landlord"), and EASTERN AMERICAN BANK, F.S.B.
("Tenant").
In consideration of the agreements hereinafter set forth, the parties
hereto mutually agree as follows:
1. DEMISED PREMISES. Landlord hereby leases to Tenant, and Tenant
hereby leases from Landlord, certain space (the "Demised Premises") on the
ground floor of the office building (the "Building") situated at 0000 Xxx
Xxxxxxxx Xxxxx, XxXxxx, Xxxxxxxx, 00000 which Demised Premises are outlined on
Exhibit A attached hereto together with the uninterrupted, non-exclusive right
to use all parking areas not assigned to other tenants, driveways, walkways,
corridors, elevators and other common areas and amenities of the Building. It
is agreed by the parties that the Demised Premises contain approximately 1,902
square feet of rentable area.
2. TERM. This Lease shall be for a term of ten (10) years beginning on
the Lease Commencement Date, which shall be October 1, 1993, or if later, as
soon thereafter as the Landlord Work, as specified on Exhibit D hereto, has
been substantially completed. As used herein, "substantial completion" shall
mean that state of completion of the Landlord Work that permits the Tenant to
use the Demised Premises for the operation of its normal business operations
even though certain minor cosmetic work remains unfinished, and that permits a
certificate of occupancy or other similar required document to be issued by the
governmental authority having jurisdiction over the Landlord Work. Within
thirty (30) days after the Lease Commencement Date, Landlord and Tenant shall
execute Exhibit C attached hereto, setting forth the dates of commencement and
expiration of the term of this Lease.
3. USE. Tenant will use and occupy the Demised Premises solely for a
bank and uses incidental thereto in accordance with the use permitted under
applicable zoning regulations, and for no other purpose. Tenant will not use or
occupy the Demised Premises for any unlawful, disorderly, or hazardous purpose,
and will not manufacture any commodity or prepare or dispense any food or
beverage therein, except for Tenant's employee's personal use in the Demised
Premises.
4. RENTAL. A. Tenant shall pay to Landlord a basic annual rental of
Eighty-Two Thousand, Three Hundred Eighteen and 56/100 Dollars ($82, 318. 56) ,
subject to adjustment in accordance with the provisions of Addendum A (Rent
Adjustment Formula") attached hereto and made a part hereof, payable in equal
monthly installments in advance on the first day of each calendar month during
the term of this Lease. If the Lease Commencement Date occurs on a day other
than the first day of a month, rent from the Lease Commencement Date until the
first day of the following month shall be prorated at the rate of one-thirtieth
(1/30th) of the monthly rental for each such day, payable in advance on the
Lease Commencement Date. Tenant will pay said rent without demand, deduction,
set-off or counterclaim, by direct deposit to an account maintained by Landlord
at Eastern American Bank or to such other party or address as Landlord may
designate by written notice to Tenant. If Landlord shall at any time or times
accept said rent after it shall become due and payable, such acceptance shall
not excuse delay upon subsequent occasions, or constitute a waiver of any or
all of Landlord's rights hereunder.
B. Tenant shall have the exclusive right to use parking spaces (the
"Parking Spaces") at no additional rent. Six (6) of the Parking Spaces shall be
surface parking spaces in the parking lot of the Building and four (4) of the
Parking Spaces shall be garage spaces in the garage of the Building. All of
Tenant's parking spaces shall be clearly marked as reserved for Tenant's use.
C. Tenant covenants to pay to Landlord, without notice or demand and
without deduction or set-off for any reason, the basic annual rental, the
escalation rental and all other sums which under any of the provisions of this
Lease may become payable to Landlord, all of which shall be treated as rental
payments hereunder, at the times and in the manner in this Lease provided. All
such amounts shall be paid to Landlord at Landlord's address as specified in
this Lease unless and until Landlord otherwise notifies the Tenant in writing,
after which the Tenant shall make such payments to such party and at such place
as Landlord may designate. If Landlord shall at any time or times accept said
rent after it becomes due and payable, such acceptance shall not excuse delay
upon subsequent occasions or constitute a waiver of any or all of Landlord's
rights hereunder.
D. Abatement of Base Rent. Notwithstanding any other provision of the
Lease to the contrary, the basic rental payable by Tenant hereunder for the
first eight full calendar months of the term hereof shall be $2,421.88 per
month (based on an annual rental rate of $15.28 per square foot), representing
an abatement of basic rent equal to $4,438 per month, or a total rent abatement
of $35,504, subject to adjustment in accordance with the provisions of Addendum
A. Such abatement is based upon and is equal to the basic rent payable by
Tenant under the lease (Existing Lease") of its current McLean, Virginia bank
branch for the period from October 1, 1993 until June 1, 1994. In the event
Tenant is not required to pay all or any portion of such basic rental under the
Existing Lease for any reason, the amount of the rent abatement provided
hereunder shall be reduced in an amount equal to such unpaid amount. In
addition, in the event the Commencement Date occurs after October 1, 1993, the
amount of the rent abatement provided hereunder shall be reduced by an amount
equal to the basic rent payable by Tenant under the Existing Lease for the
period from October 1, 1993 until the Commencement Date.
5. INCREASES IN REAL ESTATE TAXES AND OPERATING COSTS. During the term
of this Lease, Tenant shall pay to Landlord, as additional rent, Eight and
Thirty-one Hundredths percent (8.31%) (being the proportion which the floor
area of the Demised Premises bears to the total rentable floor area of the
Building (the "Tenant's Share") of any increase during the term of this Lease
in Operating Costs over a base index of $6.00 per square foot of rentable space
in the Building. For the purposes of this Article 5 the term "Real Estate
Taxes" means the total of all taxes and assessments, general and special,
ordinary and extraordinary, foreseen or unforeseen, including assessments for
public improvements and betterments, assessed, levied or imposed with respect
to the land on which the Building is located (the "Land") and the Building and
the Fairfax County gross receipts tax. Real Estate Taxes shall not include any
sales tax or excise tax imposed by any governmental authority upon the rent
payable by Tenant hereunder, and in the event that any sales tax or excise tax
is imposed by any governmental authority on the rent payable by Tenant
hereunder, such sales tax or excise tax shall be paid by Tenant. For purposes
of this Article 5, the term "Operating Costs" are hereby defined as all Real
Estate Taxes, heat, cooling, utilities, insurance, janitorial and cleaning
service, security services, salaries, wages and other personnel costs of
engineers, superintendents, watchmen and other Building employees (but not
executive officers of Landlord), charges under maintenance and service
contracts for chillers, boilers, controls and/or elevators, exterior window
cleaning and building and grounds maintenance, management fees, all maintenance
and repair expenses and supplies which are deducted for such calendar year (and
not capitalized) for federal income tax purposes, and all other costs and
expenses of operating the Building; provided, however, that Operating Costs of
the Building shall not-, include (i) leasing commissions and other costs of
procuring new tenants, (ii) payments of principal and interest on any
mortgages, deeds of trust or other encumbrances upon the Building, (iii) items
for which other tenants of the Building are directly responsible under their
respective leases, (iv) legal and accounting fees (other than fees relating
directly to the operation of the Building), (v) capitalized improvements which
are required to be capitalized under standard accounting principles, except for
the amortized cost of capital improvements reasonably anticipated to reduce
Building Operating Costs, (vi) the cost of any tenant build-out for other
tenants of the Building, (vii) cost resulting from the negligence of Landlord
or its employees, agents, or contractors, (viii) costs which are or could be
covered by insurance maintainable by Landlord, (ix) the cost of Landlord's
violation of any law or regulation, and (x) costs of any structural repairs to
the Building or the Demised Premises. Annually, Landlord shall submit to Tenant
a statement (the "Expense Statement") of the determination by Landlord of the
increase (the "Expense Increase") in the Operating Costs for the preceding
year, including Tenant's aforesaid proportionate share (the "Tenant's Expense
Increase Share") of such increase. Within fifteen (15) days after the delivery
of the Expense Statement, Tenant shall pay to Landlord Tenant's Expense
Increase Share. In order to provide for payment by Tenant of Tenant's Expense
Increase Share for any Lease Year on an estimated monthly installment basis
during such calendar year, Tenant agrees that commencing as of the first day of
the first calendar month following the Lease Commencement Date, Tenant shall
pay to Landlord an amount (the "Monthly Expense Increase") equal to one-twelfth
(1/12th) of Tenant's Expense Increase Share for the previous calendar year (had
the Lease then been in effect), which additional monthly payment shall be
applied as a credit against Tenant's Expense Increase Share for such Lease
Year. In the event that after the Operating Costs for such Lease Year have been
determined, such additional monthly payments are in excess of Tenant's Expense
Increase Share for such Lease Year, Landlord shall promptly refund such excess
to Tenant, and in the event that the amount of such monthly payments is
insufficient to pay the full amount of Tenant's Expense Increase Share for such
Lease Year, Tenant shall pay to Landlord, within fifteen (15) days after the
delivery of the Expense Statement, the entire amount of such deficiency. Tenant
shall have the right, at Tenant's expense, for a period of twelve (12) months
following the date of any Expense Statement, to audit Landlord's books with
respect to such Expense Statement. All information disclosed to Tenant during
such audit shall be kept in strict confidence by Tenant.
6. RENTAL ESCALATION. For the second Lease Year and for each Lease
Year thereafter, Tenant shall pay in equal monthly installments as rental for
the Demised Premises the annual rental set forth in Article 4 increased to one
hundred three percent (103%) of the annual rental applicable during the
immediately preceding Lease Year. With the first monthly payment of rental
during a Lease Year which is due at least fifteen (15) days after tenant's
receipt of a statement (the "Escalation Statement") from Landlord specifying
the monthly rental payable during such Lease Year (computed as aforesaid) ,
Tenant shall pay the monthly rental specified therein for such month and, in
addition, shall pay the difference for all prior months of such Lease Year
between the monthly rental so specified and the monthly rental which Tenant was
theretofore required to pay for such prior months. Thereafter, Tenant shall pay
the monthly rental specified in the Escalation Statement until the first
monthly rental payment due at least fifteen (15) days after Tenant receives the
next Escalation Statement-, when Tenant shall make the payments specified in
the preceding sentence. For purposes of this Lease, if the Lease Commencement
Date occurs on the first day of a calendar month, the first, Lease Year is the
twelve (12)-month period commencing on such day, and if the Lease Commencement
Date occurs on other than the first day of a calendar month, the first Lease
Year is the twelve (12) -month period commencing on the first day of the first
calendar month after the Lease Commencement Date. Each subsequent Lease Year
shall begin on the annual anniversary of the commencement of the first Lease
Year.
7. DEPOSITS. Tenant's security deposit in the amount of Fifty-six
Thousand Eight Hundred Fifty-nine and 00/100 Dollars ($56,859.00) (sometimes
hereinafter referred to as the "Original Deposit") , which is being paid to
Landlord simultaneously with the execution hereof, shall become the security
deposit for this Lease. Such security deposit shall be considered as security
for the performance by Tenant of all of Tenant's obligations under this Lease.
Such security deposit shall be deposited in a federally insured account with a
bank mutually acceptable to Landlord and Tenant (it being agreed that Eastern
American Bank is acceptable to both Landlord and Tenant). All interest accruing
on the security deposit shall become a part of the security deposit. Provided
Tenant is not then in default of its obligations under this Lease, on each
anniversary date of the Lease Commencement Date, the Original Deposit shall be
reduced by an amount equal to the amount of principal curtailments of that
certain loan from Eastern American Bank to Landlord in the original principal
amount of Fifty Thousand and 00/100 Dollars ($50,000.00) (the "Loan") paid
during the preceding twelve (12) months. Upon final repayment of the Loan the
amount of the original Deposit shall be reduced to Six Thousand Eight Hundred
Fifty-nine and 00/100 Dollars ($6,859.00) plus interest accrued therein. Upon
expiration of the term hereof, Landlord shall (provided that Tenant is not then
in default under the terms hereof) return and pay back such security deposit to
Tenant, less such portion thereof as Landlord shall have appropriated to cure
any default by Tenant. In the event of any default by Tenant hereunder,
Landlord shall have the right, but shall not be obligated, to apply all or any
portion of the security deposit to cure such default, in which event Tenant
shall be obligated to deposit with Landlord upon demand therefor the amount
necessary to restore the security deposit to its original amount and such
amount shall constitute additional rent hereunder. In the event of the sale or
transfer of Landlord's interest in the Building, Landlord shall have the right
to transfer the security deposit to such purchaser or transferee, and in the
event Landlord does transfer the security deposit to such purchaser or
transferee, Tenant shall look solely to the new Landlord for the return of the
security deposit and the transferor Landlord shall thereupon be released from
all liability to Tenant for the return of such security deposit. Landlord is
expressly authorized to pledge the security deposit as collateral for any loan
obtained by Landlord for the performance of the Landlord Work.
8. ASSIGNMENT AND SUBLETTING. Tenant may not assign, transfer,
mortgage or encumber this Lease, nor sublet (or permit occupancy or use of) the
Demised Premises, or any part thereof, nor shall any assignment or transfer of
this Lease be effectuated by operation of law or otherwise, without the prior
written consent of Landlord, which consent shall not be unreasonably withheld
only if such proposed subtenant or assignee is a federally insured bank
rendering retail banking services. In addition, Tenant may not assign or
transfer this Lease, nor sublet (or permit occupancy or use of) the Demised
Premises or any part thereof, without giving Landlord thirty (30) days prior
written notice of Tenant's intention to sublet all or any part of the Demised
Premises. For thirty (30) days following receipt of said notice, Landlord shall
have the right, exercisable by sending written notice to Tenant, to sublet from
Tenant for the balance of the term of this Lease, (i) all of the Demised
Premises in the event Tenant notified Landlord of its intention to assign or
transfer this Lease, or (ii) only so much of the Demised Premises as Tenant
intends to sublet in the event Tenant notified Landlord of its intention to
sublet the Demised Premises or portion thereof, at the same rental per square
foot Tenant is obligated to pay to Landlord hereunder. In the event Landlord
does not exercise its right to sublet such space within thirty (30) days from
receipt of said notice, Tenant may assign or transfer or sublet such space if
Tenant has obtained the prior written consent of Landlord which consent shall
not be unreasonably withheld only if such proposed subtenant or assignee is a
federally insured bank rendering retail banking services. In the event that
Tenant defaults hereunder, Tenant hereby assigns to Landlord the rent due from
any subtenant of Tenant and hereby authorizes each such subtenant to pay said
rent directly to Landlord. The consent by Landlord to any assignment, transfer,
or subletting to any party shall not be construed as a waiver or release of
Tenant from the terms of any covenant or obligation under this Lease, nor shall
the collection or acceptance of rent from any such assignee, transferee,
subtenant or occupant constitute a waiver or release of Tenant of any covenant
or obligation contained in this Lease, nor shall any such assignment, transfer
or subletting be construed to relieve Tenant from giving Landlord said thirty
(30) days notice or from obtaining the consent in writing of Landlord to any
further assignment or subletting.
9. MAINTENANCE BY TENANT. Tenant will keep the Demised Premises and
the fixtures and equipment therein in clean, safe and sanitary condition, will
take good care thereof, will suffer no waste or injury thereto, and will, at
the expiration or other termination of the term of this Lease, surrender the
same, broom clean, in the same order and condition in which they are on the
commencement of the term of this Lease, except for ordinary wear and tear and
damage by the elements, fire and other casualty not due to the negligence of
the Tenant; and upon such termination of this Lease, Landlord shall have the
right to reenter and resume possession of the Demised Premises. Tenant shall
make all repairs to the Demised Premises caused by any negligent act or
omission of Tenant, or its employees or invitees.
10. ALTERATIONS. Tenant will not make or permit anyone to make any
alterations, additions or improvements, structural or otherwise (hereinafter
referred to as "Alterations"), in or to the Demised Premises or the Building,
without the prior written consent of Landlord. Tenant shall secure at its sole
cost and expense all necessary permits required for the performance of the
Alterations prior to the commencement of any work. if any mechanic's lien is
filed against the Demised Premises, the Building, and/or the Land, for work or
materials done for, or furnished to, Tenant (other than for work or materials
supplied by Landlord), such mechanic's lien shall be discharged by Tenant
within ten (10) days thereafter, at Tenant's sole cost and expense, by the
payment thereof or by the filing of any bond required by law. If Tenant shall
fail to discharge any such mechanic's lien, Landlord may, at its option,
discharge the same and treat the cost thereof as additional rent hereunder,
payable with the monthly installment of rent next becoming due; and such
discharge by Landlord shall not be deemed to waive the default of Tenant in not
discharging the same. Tenant will indemnify and hold Landlord harmless from and
against any and all expenses, liens, claims or damages to person or property
which may or might arise by reason of the making of any Alterations. If any
Alteration is made without the prior written consent of Landlord, Landlord may
correct or remove the same, and Tenant shall be liable for all expenses so
incurred by Landlord. All Alterations in or to the Demised Premises or the
Building made by either party shall immediately become the property of Landlord
and shall remain upon and be surrendered with the Demised Premises as a part
thereof at the end of the term hereof; provided, however, that if Tenant is not
in default in the performance of any of its obligations under this Lease,
Tenant shall have the right to remove, prior to the expiration of the term of
this Lease, all movable furniture, furnishings or equipment installed in the
Demised Premises at the expense of Tenant, and if such property of Tenant is
not removed by Tenant prior to the expiration or termination of this Lease, the
same shall, at Landlord's option, become the property of Landlord and shall be
surrendered with the Demised Premises as a part thereof.
Should Landlord elect that Alterations installed by Tenant be removed upon the
expiration or termination of this Lease, Tenant shall remove the same at
Tenant's sole cost and expense, and if Tenant fails to remove the same,
Landlord may remove the same at Tenant's expense and Tenant shall reimburse
Landlord for the cost of such removal together with any and all damages which
Landlord may sustain by reason of such default by Tenant.
11. SIGNS, SAFES, & FURNISHINGS. Except as otherwise provided herein,
no sign, advertisement or notice shall be inscribed, painted, affixed or
displayed by Tenant on any part of the outside or the inside of the Building
except on the doors of offices, and then only in such place, number, size,
color and style as is approved by Landlord, and if any such sign, advertisement
or notice is exhibited without Landlord's approval, Landlord shall have the
right to remove the same and Tenant shall be liable for any and all expenses
incurred by Landlord by said removal. Landlord shall provide, at no additional
cost to Tenant, one listing to consist of Tenant's name and suite number in the
Building directory located in the Building lobby. Any additional directory
listings, if approved by Landlord, shall be installed by Landlord at the sole
cost and expense of Tenant. Except as otherwise provided herein, Landlord shall
have the right to prescribe the weight and position of safes and other heavy
equipment or fixtures that Tenant desires to install in the Demised Premises.
Landlord hereby consents to the weight and position of the vault (the "Vault")
currently in the Demised Premises. Tenant shall not be required to remove the
Vault at the expiration of the term of this Lease. Tenant shall have the right
to install additional safety deposit boxes inside of the Vault and, provided
Tenant is not then in default, at: the expiration of the term of this Lease,
Tenant shall have the right to remove such additional safety deposit boxes so
long as Tenant restores the Vault to its original condition. Any and all damage
or injury to the Demised Premises or the Building caused by moving the property
of Tenant into or out of the Demised Premises, or due to the same being on the
Demised Premises, shall be repaired by and at the sole cost of Tenant. No
furniture, equipment or other bulky matter of any description will be received
into the Building or carried in the elevators except as approved by Landlord.
All moving of furniture, equipment and other material within the public areas
shall be at such times and conducted in such manner as Landlord may reasonably
require in the interests of all tenants in the Building. Tenant agrees to
remove promptly from the sidewalks adjacent to the Building any of Tenant's
furniture, equipment or other property. Landlord hereby consents to the
relocation of the existing Automatic Teller Machine ("ATM") to a wall of the
Building in the location specified on Exhibit D-1 attached hereto, provided
Tenant otherwise complies with all of the applicable provisions of this Lease.
Landlord shall perform all work in connection with moving the ATM, including
restoring the wall in which the ATM is located as of the date hereof, provided,
however, that Tenant shall be responsible for all costs and expenses incurred
in connection therewith. Tenant shall pay Landlord for such Work within thirty
(30) days following completion thereof. Such ATM is and shall remain the
property of Landlord. No representation or warranty of any kind is made by
Landlord with respect to the ATM, the Vault or any other bank equipment in the
Demised Premises. Tenant shall be solely responsible for all repairs to and
maintenance of such ATM, Vault or other equipment.
12. ENTRY FOR REPAIRS AND INSPECTIONS. Tenant will permit Landlord, or
its representatives with reasonable advance notice except in the event of an
emergency, to enter the Demised Premises, at all reasonable times, without
diminution of the rent payable by Tenant, to examine, inspect and protect the
same, and to make such alterations and/or repairs as in the reasonable judgment
of Landlord may be deemed necessary, or to exhibit the same to prospective
tenants during the last one hundred eighty (180) days of the term of this
Lease.
13. INSURANCE RATING. Tenant will not conduct or permit to be
conducted any activity or place any equipment in or about the Demised Premises,
which will, in any way, increase the rate of insurance premiums on the
Building; and if any increase in the rate of insurance premiums is stated by
any insurance company or by the applicable Insurance Rating Bureau to be due to
any activity or equipment in or about the Demised Premises, such statement
shall be conclusive evidence that the increase in such rate is due to such
activity or equipment and, as a result thereof, Tenant shall be liable for such
increase, as additional rent hereunder, and shall reimburse Landlord therefor.
14. TENANT'S EQUIPMENT. Tenant will not install or operate in the
Demised Premises any electrically operated equipment or other machinery, other
than electric typewriters, adding machines, radios, televisions, tape
recorders, dictaphones, clocks, standard size office copiers, other standard
office machines and any special equipment approved in writing by Landlord,
without first obtaining the prior written consent of Landlord, who may
condition such consent upon the payment by Tenant of additional rent in
compensation for such excess consumption of utilities (including additional air
conditioning costs) and for the cost of additional wiring as may be occasioned
by the operation of said equipment or machinery. Tenant shall not install any
other equipment of any kind or nature whatsoever which may necessitate any
changes, replacements or additions to, or in the use of the water, heating,
plumbing, air conditioning, or electrical systems of the Building without first
obtaining the prior written consent of Landlord. Business machines and
mechanical equipment belonging to Tenant which cause noise or vibration that
may be transmitted to any part of the Building to such a degree as to be
objectionable to Landlord or to any tenant in the Building shall be installed
and maintained by Tenant-, at Tenant's expense, on vibration eliminators or
other devices sufficient to eliminate such noise and vibration. Landlord shall
furnish, for each square foot contained within the Demised Premises, up to a
total of five (5) xxxxx of electrical energy, connected load, at eighty-five
percent (85%.) demand, for a total number of hours per month equal to the
number of hours, in total, during which Landlord provides heating and/or
cooling pursuant to Article 16B hereof. If the installations within the Demised
Premises (including all lighting fixtures) in the judgment of a registered
engineer selected by Landlord use a higher connected load and/or a higher
demand factor and/or are used for a greater number of hours than as aforesaid,
then Tenant shall reimburse Landlord, as additional rent hereunder, for the
cost of such additional electricity as determined by such engineer.
15. INDEMNITY AND PUBLIC LIABILITY INSURANCE. Tenant will indemnify
and hold harmless Landlord from and against any loss, damage or liability
occasioned by or resulting from any default hereunder or any willful or
negligent act on the part of Tenant, its agents, employees, or invitees. Tenant
shall obtain and maintain in effect at all times during the term of this Lease,
a policy of comprehensive public liability insurance, naming Landlord and any
mortgagee of the Building as additional insureds, protecting Landlord, Tenant
and any such mortgagee against any liability for bodily injury, death or
property damage occurring upon, in or about any part of the Building or the
Demised Premises arising from any of the items set forth in this Article 15
against which Tenant is required to indemnify Landlord, with such policies to
afford protection to the limit of not less than Three Million Dollars
($3,000,000.00) with respect to bodily injury or death to any one person, to
the 'Limit of not less than Three Million Dollars ($3,000,000.00) with respect
to any one accident, and to the limit of not less than One Million Dollars
($1,000,000.00) with respect to damage to the property of any one owner. Such
insurance policies shall be issued by responsible insurance companies licensed
to do business in the Commonwealth of Virginia. Neither the issuance of any
insurance policy required under this Lease, nor the minimum limits specified
herein with respect to Tenant's insurance coverage, shall be deemed to limit or
restrict in any way Tenant's liability arising under or out of this Lease.
16. SERVICES AND UTILITIES. So long as Tenant is not in default under
any of the provisions of this Lease after the expiration of any applicable
notice and cure periods, Landlord shall provide the following facilities and
services to Tenant without additional charge to Tenant (except as otherwise
provided herein):
A. Automatically operated elevator service at all times.
B. Adequate electric current, water and condenser water to
the Tenant's heat pump, Monday through Friday, from 7:00 a.m. to 6:00 p.m. and
on Saturdays from 8:00 a.m. to 1:00 p.m.
C. Reasonably adequate electricity seven days a week for
normal office equipment permitted under Article 14.
D. Replacement of light tubes or bulbs for building standard
lighting fixtures. All light tubes or bulb replacements for other than building
standard lighting fixtures shall be furnished at Tenant's expense, but will be
installed by Landlord when so requested.
E. Restroom facilities and necessary lavatory supplies,
including hot and cold running water, at those points of supply provided for
general use of other tenants in the Building, and routine maintenance,
painting, and electric lighting service for all public areas and special
service areas of the Building in the manner and to the extent that is standard
for first-class office buildings in the Washington, D.C. metropolitan area.
F. Normal and usual cleaning and char services after business
hours Monday through Friday, (including rest room cleaning and sanitizing)
without additional cost to Tenant. it shall be Tenant's responsibility to
maintain the cleanliness of the kitchen sink, counter top and cabinets and to
wash Tenant's own dishes and utensils.
G. Access to the Demised Premises on a full time twenty-four
hour basis, subject to such reasonable regulations Landlord may impose for
security purposes.
Any failure by Landlord to furnish the foregoing services as a result of
governmental restrictions, energy shortages or from any cause beyond the
control of Landlord, shall not render Landlord liable in any respect for
damages to either person or property, nor be construed as an eviction of
Tenant, nor work an abatement of rent, nor relieve Tenant from Tenant's
obligations hereunder. If the Building equipment should cease to function
properly, Landlord shall use reasonable diligence to repair the same promptly.
17. RESPONSIBILITY FOR DAMAGE TO DEMISED PREMISES. All injury or
damage to the Demised Premises or the Building caused by Tenant or its agents,
employees and invitees, shall be repaired by Tenant at Tenant's sole expense.
If Tenant shall fail so to do, Landlord shall have the right to make such
repairs or replacements after notice to Tenant, and any cost so incurred by
Landlord shall be paid by Tenant, in which event such cost shall become
additional rent payable with the installment of rent next becoming due under
the terms of this Lease. All injury or damage to the Demised Premises or the
Building caused by the willful or negligent act of Landlord, or its agents or
employees, shall be the responsibility of Landlord and shall be repaired with
due diligence and as soon as practicable, at Landlord's sole expense, and in no
event shall Tenant be liable for any such in-jury or damage caused by the
willful or negligent act of Landlord.
18. LIABILITY FOR DAMAGE TO PERSONAL PROPERTY AND PERSON. All personal
property of Tenant, its employees, agents and invitees in the Demised Premises
shall be and remain at their sole risk. Landlord shall not be liable for any
damage to or loss of such personal property arising from any act or negligence
of any person, or from any cause other than any damage or loss resulting
directly from the gross negligence of Landlord. Landlord shall not be liable
for any interruption or loss to Tenant's business, and shall not be liable for
any personal injury to Tenant, its employees, agents, or invitees, arising from
the use, occupancy and condition of the Demised Premises other than from the
negligence of Landlord. Notwithstanding the foregoing, Landlord shall not be
liable to Tenant for any loss or damage to personal property, or injury to
person, whether or not the result of Landlord's gross negligence, to the extent
that Tenant is compensated therefor by Tenant's insurance.
19. FIRE AND OTHER CASUALTY DAMAGE TO DEMISED PREMISES. If the Demised
Premises shall be damaged by fire or other cause, other than the willful fault
or neglect of Tenant, Landlord shall as soon as practicable after such damage
occurs (taking into account the time necessary to effectuate a satisfactory
settlement with any insurance company) repair such damage at the expense of
Landlord, and the rent shall be reduced in proportion to the extent the Demised
Premises are rendered unrentable until such repairs are completed. Other than
such abatement, no compensation or reduction of rent will be allowed or paid by
Landlord by reason of inconvenience, annoyance, or injury to business arising
from the necessity of repairing the Demised Premises or any portion of the
Building. If such damage renders the Demised Premises substantially unrentable,
and such damage cannot be repaired within 180 days, Tenant may terminate this
Lease.
20. BANKRUPTCY OR INSOLVENCY. If a petition shall be filed, either by
or against Tenant, in any court or pursuant to any federal, state or municipal
statute, whether in bankruptcy, insolvency, for the appointment of a receiver
of Tenant's property or because of any general assignment made by Tenant of
Tenant's property for the benefit of Tenant's creditors, then after the
happening of any such event [or in the case of an involuntary petition, then if
such petition is not discharged within ninety (90) days from the filing
thereof] , Landlord shall have the right, at its option, to terminate this
Lease by sending written notice to Tenant, in which event Landlord shall be
entitled to immediate possession of the Demised Premises and to recover damages
from Tenant in accordance with Article 22 hereof.
21. DEFAULT OF TENANT. If Tenant shall fail to pay any monthly
installment of rent as aforesaid and, if such violation or failure shall
continue for a period of ten (10) days after written notice thereof to Tenant
by Landlord, or if Tenant shall violate or fail to perform any of the other
conditions, covenants or agreements herein made by Tenant and if such violation
or failure shall continue for a period of thirty (30) days after written notice
thereof to Tenant by Landlord, or if Tenant shall abandon or vacate the Demised
Premises before the Expiration Date of this Lease, then and in any of said
events Landlord shall have the right, at its election, then or at any time
thereafter while such event of default shall continue, either:
(i) To give Tenant written notice of its intent to terminate
this Lease on the date of such notice or, on any later date specified therein,
and on the date specified in such notice Tenant's right to possession of the
Demised Premises shall cease and this Lease shallthereupon be terminated; or
(ii) With not less than twenty-four (24) hours prior written
notice, to reenter and take possession of the Demised Premises, or any part
thereof, and repossess the same as of Landlord's former estate and expel Tenant
and those claiming through or under Tenant and remove the effects of both or
either, by summary proceedings, or by action at law or in equity or otherwise,
without being deemed guilty of any manner of trespass and without prejudice to
any remedies for arrears of rent or breach of covenant. If Landlord elects to
reenter under this clause, Landlord may terminate this Lease, or, from time to
time, without terminating this Lease, may relet the Demised Premises, or any
part thereof, as agent for Tenant for such term or terms and at such rental or
rentals and upon such other terms and conditions as Landlord may deem
advisable, with the right to make alterations and repairs to the Demised
Premises. No such reentry or taking of possession of the Demised Premises by
Landlord shall be construed as an election on Landlord's part to terminate this
Lease unless a written notice of such intention is given to Tenant under clause
(i), above, or unless the termination thereof be decreed by a court of
competent- jurisdiction at the instance of Landlord. Tenant waives any right to
the service of any notice of Landlord's intention to reenter provided for by
any present or future law.
If Landlord terminates this Lease pursuant to this Article 21, Tenant shall
remain liable (in addition to accrued liabilities) for (i) the (A) rent and all
other sums provided for in this Lease until the date this Lease would have
expired had such termination not occurred, or (B) any and all expenses incurred
by Landlord in reentering the Demised Premises, repossessing the same, making
good any default of Tenant, painting, altering or dividing the Demised
Premises, putting the same in proper repair, protecting and preserving the same
by placing therein watchmen and caretakers, reletting the same (including any
and all reasonable attorney's fees and disbursements and brokerage fees
incurred in so doing) , and any and all expenses which Landlord may incur
during and which result from the occupancy of any new tenant; less (ii) the net
proceeds of any reletting prior to the date when this Lease would have expired
if it had not been terminated. Tenant agrees to pay to Landlord the difference
between items (i) and (ii) of the foregoing sentence with respect to each month
during the term of this Lease, at the end of such month. Any suit brought by
Landlord to enforce collection of such difference for any one month shall not
prejudice Landlord's right to enforce the collection of any difference for any
subsequent month. In addition to the foregoing, and without regard to whether
this Lease is terminated, Tenant shall pay to Landlord all costs incurred,
including reasonable attorney's fees with respect to any successful lawsuit or
action taken instituted by Landlord to enforce the provisions of this Lease.
Landlord shall have the right, at its sole option, to relet the whole or any
part of the Demised Premises for the whole of the unexpired term of this Lease,
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,
alterations, decorations and paintings for any new tenant as Landlord, in its
sole and absolute discretion, may deem advisable. Tenant's liability as
aforesaid shall survive the institution of summary proceedings and the issuance
of any warrant thereunder. Landlord shall be under no obligation to relet the
Demised Premises, but agrees to use reasonable efforts to do so. If Landlord
terminates this Lease pursuant to this Article 21, Landlord shall have the
right, at any time, at its option, to require Tenant to pay to Landlord, on
demand, as liquidated and agreed final damages in lieu of Tenant's liability
for damages hereunder, the rent and all other charges which would have been
payable from the date of such demand to the date when this Lease would have
expired if it had not been terminated, minus the fair rental value of the
Demised Premises for the same period. If the Demised Premises shall have been
relet for all or part of the remaining balance of the term by Landlord after a
default but before presentation of proof of such liquidated damages, the amount
of rent reserved upon such reletting, absent proof to the contrary, shall be
deemed the fair rental value of the Demised Premises for purposes of the
foregoing determination of liquidated damages. Upon payment of such liquidated
and agreed final damages, Tenant shall be released from all further liability
under this Lease with respect to the period after the date of such demand. For
purposes of this Article 21, the term rent shall include monthly rental,
additional rent and all other charges to be paid by Tenant under this Lease.
All rights and remedies of Landlord under this Lease shall be cumulative and
shall not be exclusive of any other rights and remedies provided to Landlord
under applicable law.
22. WAIVER. If under the provisions hereof Landlord shall institute
proceedings and a compromise or settlement thereof shall be made, the same
shall not constitute a waiver of any covenant herein contained nor of any of
Landlord's rights hereunder. No waiver by Landlord of any breach of any
covenant, condition or agreement herein contained shall operate as a waiver of
such covenant, condition, or agreement itself, or of any subsequent breach
thereof. No payment by Tenant or receipt by Landlord of a lesser amount than
the monthly installments of rent stipulated shall be deemed to be other than on
account of the earliest stipulated rent nor shall any endorsement or statement
on any check or letter accompanying a check for payment of rent or any other
amounts owed to Landlord be deemed an accord and satisfaction and Landlord may
accept such check or payment without prejudice to Landlord's right to recover
the balance of such rent or other amount owed or to pursue any other remedy
provided in this Lease. No reentry by Landlord, and no acceptance by Landlord
of keys from Tenant, shall be considered an acceptance of a surrender of this
Lease.
23. ATTORNMENT. This Lease is subject and subordinate to the
lien of any first mortgage (which term "mortgage" shall include both
construction and permanent financing and shall include deeds
of trust and similar security instruments) which may now or hereafter encumber
or otherwise affect the Land and the Building or Landlord's interest therein,
and to all and any renewals, extensions, modifications, recastings or
refinancings thereof, but shall not be subordinate to any mortgage other than a
first mortgage. In confirmation of such subordination, Tenant shall, at
Landlord's request, promptly execute any requisite or appropriate certificate
or other document. Tenant agrees that in the event that any proceedings are
brought for the foreclosure of any such mortgage, Tenant shall attorn to the
purchaser at such foreclosure sale, if requested to do so by such purchaser,
and shall recognize such purchaser as the Landlord under this Lease, and Tenant
waives the provisions of any statute or rule of law, now or hereafter in
effect, which may give or purport to give Tenant any right to terminate or
otherwise adversely affect this Lease and the obligations of Tenant hereunder
in the event that any such foreclosure proceeding is prosecuted or completed.
if Tenant is asked to attorn to any such mortgagee, Tenant shall be provided
with a customary non-disturbance agreement from the holder of such mortgage.
24. CONDEMNATION. If the whole or a substantial part of the Demised
Premises shall be taken or condemned by any governmental authority for any
public or quasi-public use or purpose, then the term of this Lease shall cease
and terminate as of the date when title vests in such governmental authority,
and the rent shall be abated on such date. If less than a substantial part of
the Demised Premises is taken or condemned by any governmental authority for
any public or quasi-public use or purpose, the rent shall be equitably adjusted
on the date when title vests in such governmental authority and this Lease
shall otherwise continue in full force and effect. For purposes hereof, a
substantial part of the Demised Premises shall be considered to have been taken
if more than fifty percent (50%) of the Demised Premises are unusable by
Tenant. In the case of any such taking or condemnation, whether or not
involving the whole or a substantial part of the Demised Premises, Tenant shall
have no claim against Landlord or the condemning authority for any portion of
the amount that may be awarded as damages as a result of such taking or
condemnation or for the value of any unexpired term of this Lease, and Tenant
hereby assigns to Landlord all its right, title and interest in and to any such
award; provided, however, that Tenant may assert any claim that it may have
against the condemning authority for compensation for any fixtures owned by
Tenant and for any relocation expenses compensable by statute, and receive such
awards therefor as may be allowed in the condemnation proceeding if such awards
shall be made in addition to and stated separately from the award made for the
Land and the Building or the part thereof so taken.
25. RULES AND REGULATIONS. Tenant, its agents and employees shall
abide by and observe the rules and regulations attached hereto as Exhibit B.
Tenant, its agents and employees, shall abide by and observe such other
reasonable rules or regulations as may be promulgated from time to time by
Landlord for the operation and maintenance of the Building provided that the
same are in conformity with common practice and usage in similar buildings and
are not inconsistent with the provisions of this Lease and a copy thereof is
sent to Tenant. Nothing contained in this Lease shall be construed to impose
upon Landlord any duty or obligation to enforce such rules and regulations, or
the terms, conditions or covenants contained in any other lease, as against any
other tenant, and Landlord shall not be liable to Tenant for violation of the
same by any other tenant, its employees, agents, or invitees.
26. RIGHT OF LANDLORD TO CURE TENANT'S DEFAULT; LATE PAYMENTS. If
Tenant defaults in the making of any payment or in the doing of any act herein
required to be made or done by Tenant, then after the expiration of any
applicable notice and cure periods, after ten (10) days notice from Landlord,
Landlord may, but shall not be required to, make such payment or do such act,
and the amount of the expense thereof, if made or done by Landlord, with
interest thereon at the rate of ten percent (10%) per annum, but not to exceed
the highest lawful rate, from the date paid by Landlord, shall be paid by
Tenant to Landlord and shall constitute additional rent hereunder due and
payable with the next monthly installment of rent; but the making of such
payment or the doing of such act by Landlord shall not operate to cure such
default or to stop Landlord from the pursuit of any remedy to which Landlord
would otherwise be entitled. If Tenant fails to pay any installment of rent on
or before the first day of the calendar month when such installment is due and
payable, such unpaid installment shall bear interest at the rate of ten percent
(10%) per annum, but not to exceed the highest lawful rate, from the date such
installment became due and payable to the date of payment thereof by Tenant.
Such interest shall constitute additional rent hereunder due and payable with
the next monthly installment of rent. In addition, Tenant shall pay to
Landlord, as a "late charge," four percent (4%) of any payment herein required
to be made by Tenantwhich is more than ten (10) days late to cover the costs of
collecting amounts past due.
27. NO PARTNERSHIP. Nothing contained in this Lease shall be deemed or
construed to create a partnership or joint venture of or between Landlord and
Tenant or to create any other relationship between the parties hereto other
than that of Landlord and Tenant.
28. NO REPRESENTATIONS BY LANDLORD. Neither landlord nor any agent or
employee of Landlord has made any representations or promises with respect to
the Demised Premises or the Building except as herein expressly set forth, and
no rights, privileges, easements or licenses are granted to Tenant except as
herein set forth herein. Tenant, by taking possession of the Demised Premises,
shall accept the same "as is," and such taking of possession shall be
conclusive evidence that the Demised Premises are in good and satisfactory
condition at the time of such taking of possession.
29. BROKERS. Tenant represents that no brokers represented Tenant in
this transaction in carrying on the negotiations relating to this Lease. Tenant
shall indemnify and hold Landlord harmless from and against any claim for
brokerage or other commission arising from or out of any breach of the
foregoing representation and warranty. Any representation or statement by a
leasing company or other third party (or employee thereof) engaged by Landlord
as an independent contractor which is made with regard to the Demised Premises
or the Building shall not be binding upon Landlord nor serve as a modification
of this Lease and Landlord shall have no liability therefor, except to the
extent such representation is also contained herein or is approved in writing
by Landlord.
30. NOTICES. All notices or other communications hereunder shall be in
writing and shall be deemed duly given if delivered in person and receipted or
sent by a nationally recognized overnight. delivery service (e.g. Federal
Express) or by certified or registered mail, return receipt requested, first
class, postage prepaid, (i) if to Landlord, at c/o Englat Construction Company,
0000 Xxx Xxxxxxxx Xxxxx, XxXxxx, Xxxxxxxx 00000, and (ii) if to Tenant, Eastern
American Bank, 000 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000 prior to
the Lease Commencement Date, and at the Demised Premises after the Lease
Commencement Date, unless notice of a change of address is given pursuant to
the provisions of this Article.
31. ESTOPPEL CERTIFICATES. Tenant agrees, at any time and from time to
time, upon not less than five (5) days prior written notice by Landlord, to
execute, acknowledge and deliver to Landlord a statement in writing (i) to the
extent true, certifying that this Lease has been unmodified since its execution
and is in full force and effect (or if there have been modifications, that this
Lease is in full force and effect, as modified, and stating the modifications)
, (ii) stating the dates, if any, to which the rent and sums hereunder have
been paid by Tenant, (iii) stating whether or not to the knowledge of Tenant,
there are then existing any defaults under this Lease (and, if so, specifying
the same) , (iv) stating the address to which notices to Tenant should be sent,
and (v) stating such additional matters as are requested by Landlord. Any such
statement delivered pursuant hereto may be relied upon by Landlord or any
prospective purchaser or mortgagee of the Land and Building or any part thereof
or estate therein.
32. WAIVER OF JURY TRIAL. Landlord and Tenant hereby waive' trial by
jury in any action, proceeding or counterclaim brought by either of them
against the other with respect to any matters whatsoever arising out of or in
any way connected with this Lease, the relationship of Landlord and Tenant
hereunder, Tenant's use or occupancy of the Demised Premises or any claim of
injury or damage.
33. COVENANTS OF LANDLORD. Landlord covenants that it has the right to
make this Lease, and that if Tenant shall pay the rental and perform all of
Tenant's obligations under this Lease, Tenant shall, during the term hereof,
freely, peaceably and quietly occupy and enjoy the full possession of the
Demised Premises without molestation or hindrance by Landlord or any party
claiming through or under Landlord. In the event of any sale or transfer of
Landlord's interest in the Demised Premises, the covenants and obligations of
Landlord hereunder accruing after the date of such sale or transfer shall be
imposed upon such successor-in-interest (subject to the provisions of Article
23 hereof) and any prior Landlord shall be freed and relieved of all covenants
and obligations of Landlord hereunder accruing after the date of such sale or
transfer.
34. LANDLORD'S LIABILITY. Tenant shall look solely to the equity in
the Building of the then owner of the Demised Premises, for the satisfaction of
any remedies of the Tenant in the event of a breach by Landlord of any of its
obligations hereunder. There shall be no personal liability on Landlord or any
of the persons or entity constituting Landlord, Landlord's beneficiaries, or
any successor in interest with respect to any provisions of this Lease.
35. GENDER. Feminine or neuter pronouns shall be substituted for those
of the masculine form, and the plural shall be substituted for the singular
number, in any place or places herein in which the context may require such
substitution.
36. BENEFIT AND BURDEN. The provisions of this Lease shall be binding
upon and inure to the benefit of the parties hereto and each of their permitted
successors and assigns. Landlord may freely and fully assign its interest
hereunder.
37. LANDLORD WORK. Landlord at its sole cost and expense, shall
perform and complete the improvements to the Demised Premises ("Landlord Work")
described in the Scope of Work Letter and Space Plan, both attached hereto as
Exhibit D and made a part hereof. Exhibit D also sets forth certain trade
fixtures currently within the Demised Premises that Landlord shall incorporate
into the Landlord Work. Landlord shall perform the Landlord Work in a good and
workmanlike manner and in accordance with all applicable laws, codes, statutes,
and regulations of any governmental authorities having jurisdiction thereover,
including the Americans with Disabilities Act. Landlord shall use its best
efforts to substantially complete the Landlord Work on or before October 1,
1993. In the event that the Landlord Work is not substantially completed on or
before February 1, 1994, Tenant shall have the right to terminate this Lease,
and upon such termination neither party shall have any further obligation to
the other. Landlord shall promptly and properly repair any defects in the
Landlord Work, and shall promptly complete any "punch list" items that remain
incomplete at the time the Landlord Work
is substantially completed.
38. SIGNAGE. Landlord, at Landlord's sole cost and expense, shall
provide exterior signage over the main entrance door of the Demised Premises
and a monument type sign on the front lawn of the Building, which signs shall
be in accordance with the signage plan attached hereto as Exhibit E and
otherwise acceptable to Tenant. Such signs shall be subject to the requisite
approval of the authorities of Fairfax County. Notwithstanding any other
provision of the Lease to the contrary, Tenant shall be permitted to place such
signs, placards, and decals within the Demised Premises as are required by
governmental authority.
39. OTHER TENANTS. Landlord shall not lease space in the Building to
any other depository institution during the term hereof.
40. HOLDING OVER. If Tenant shall hold over possession of the Demised
Premises after the end of the term, Tenant shall be deemed to be occupying the
Demised Premises as a Tenant from month to month, at double the sum of the
basic rental and Tenant's share of Operating Costs for the last Lease Year of
the Term (without accounting for waiver, abatement or set-off), adjusted to a
monthly basis, and subject to all the other conditions, provisions and
obligations of this Lease insofar as the same are applicable, or as the same
shall be adjusted, to a month-to-month tenancy. In the event that Tenant shall
hold over possession of the Demised Premises after the end of the Term, and if
Landlord shall desire to regain possession of the Demised Premises promptly at
the expiration of the Term, then at any time prior to Landlord's acceptance of
rent from Tenant as a monthly tenant hereunder, Landlord, at its option, may
forthwith reenter and take possession of the Demised Premises without process,
or by any legal process then in force in the Commonwealth of Virginia. If the
Demised Premises are not surrendered after the expiration or sooner termination
of this Lease, Tenant hereby indemnifies Landlord against any and all losses,
claims, damages or liabilities (including, without limitation, reasonable
attorneys' fees) resulting from Tenant's delay in surrendering the Demised
Premises, including any claims made by any succeeding tenant or prospective
tenant founded upon such delay and any loss of rent with respect to such
prospective tenant.
41. ENTIRE AGREEMENT. This Lease, together with Exhibits A, B, C, and
D and Addendum A attached hereto, contain and embody the entire agreement of
the parties hereto, and no representations, inducements, or agreements, oral or
otherwise, between the parties not contained in this Lease, Addenda (if any)
and Exhibits, shall be of any force or effect. This Lease may not be modified,
changed or terminated in whole or in part in any manner other than by an
agreement in writing duly signed by both parties hereto.
42. OPTION TO RENEW. A. Subject to the provisions of Section 40.C
below, Tenant shall have and is hereby granted the option to renew or extend
the term of this Lease for one (1) additional period of five (5) years (such
five (5) year period being hereinafter referred to as the "Renewal Term") . All
references in this Lease to the term hereof shall be construed to mean the
Lease term and unless the context clearly indicates that another meaning is
intended.
B. The option to renew for the Renewal Term shall be
exercisable by Tenant by giving written notice of the exercise of such renewal
option to Landlord at least two hundred seventy (270) days prior to the
expiration of the Lease term. If Tenant shall fail to exercise the renewal
option at the time and in the manner herein above provided, such option shall
be void and of no effect. The Renewal Term shall be upon the same terms,
covenants and conditions as set forth herein with respect to the Lease term of
this Lease, except that the basic annual rental and the additional rent for the
Parking Spaces shall mean the applicable fair market. rental for the Demised
Premises and the Parking Spaces effective on the first day of the Renewal Term,
as determined in accordance with the provisions of this Section 40.B. In the
event Landlord and Tenant cannot agree on such fair market rental within ten
(10) days following Tenant's exercise of its option to renew for the Renewal
Term, then Tenant and Landlord shall each, by written notice to the other given
within twenty (20) days following the date of such exercise, designate an
appraiser who shall be an MAI with not less than ten (10) years' experience
appraising properties in the McLean area. if Tenant fails to timely designate
an appraiser, Landlord's appraiser shall determine the fair market rental for
the Renewal Term. If the two appraisers are unable to agree upon a fair market
rental within forty-five (45) days following the date of Tenant's exercise, the
two appraisers shall designate a third appraiser who shall deliver his
appraisal within seventy-five (75) days following the date of Tenant's
exercise. The costs of the appraisers shall be shared equally by Landlord and
Tenant.
C. The renewal option referred to in Section 40.A above may not be
exercised by Tenant if, at the time specified for exercising such option, (i)
this Lease shall not be in full force and effect, (ii) Tenant shall not be in
possession of the Demised Premises, or (iii) a Default as described in Article
21 of this Lease shall have occurred and shall be continuing. Tenant shall not
be entitled to exercise such option because of the foregoing provisions of this
Article 40, such unexercisable option shall be void and of no force and effect.
IN WITNESS WHEREOF, on the day and year first herein above written,
Tenant has executed this Lease and all exhibits hereto under seal and Landlord
has executed this Lease and all exhibits hereto under seal.
LANDLORD
MCLEAN POPLAR PARTNERS
By:_________________________
Xxxxxxx X. Xxxxxx
Attest: TENANT:
EASTERN AMERICAN BANK
By:-----------------------
Xxxxx X. Xxxxxx
ADDENDUM A
RENT FORMULA ADDENDUM
Pursuant to the provisions of Article 4A, the basic annual rental for
the first Lease Year is $82,318.36 (i.e., 1902 square feet at $43.28 per square
foot (the "Unit Cost Rental Amount")).
Notwithstanding any provision in the Lease to the contrary, the Unit
Cost Rental Amount shall be increased or decreased by the following:
a) A variation from the projected Demised Premises total buildout cost
of $65,189.34 before the application of the Landlord allowance of $19,020.00.
(See Exhibit D for the scope and specifications of the buildout of the Demised
Premises. See below for the formula to be used to adjust this component of the
Unit Cost Rental Amount.) Only changes caused by change orders requested by
Tenant will result in a variation which causes an increase in the buildout
cost. Tenant shall be entitled to receive copies of all invoices in connection
with the Landlord Work upon request therefor.
b) A variation in the total cost to the Landlord of the rental
abatement figure which initially is calculated as $28.00 per square foot per
year for 1902 square feet for a period of eight (8) months, for a total cost of
$35,504.00 (See below for the formula to be used to adjust this component of
the Unit Cost Rental Amount.)
c) Any savings to the Landlord by reason of an interest rate lower
than 12% on any loan for buildout costs. It is understood and agreed that a
loan in the amount of 80% of the buildout costs (such loan not to exceed
$50,000) will be made by Tenant to the Landlord. (See below for the formula to
be used to adjust this component of the Unit Cost Rental Amount.)
FORMULAS:
1. Total buildout costs adjustment:
A. Total Cost of Construction from Space Plan
dated 6/9/93 $65,189.34
Landlord Allowance 19,020.00
---------
Cost before Amortization $46,169.34
B. Therefore, in order to amortize such amount at 12% over 10 years:
$46,169.34 x 14.35/month/$1,000 x 120 months = 79,503.60
1,000
Total Cost after ten (10) years. 79,503.60
$79,503.60 x 10 years = $4.18
1902 SF
$4.18 per square foot of leased area is the amount of the
Unit Cost Rental Amount attributable to the Landlord cost of improvements above
the Landlord allowance.
FUTURE ADJUSTMENT - Subtract $19,020 from the
total costs of the buildout as noted in "A" above. Substitute the remainder
for the $46,169.34 of the buildout in "B" above. Substitute the applicable
total amortization cost figure for the applicable $79,503.60 figure in "C"
above and the result will be the revised buildout component of the first year
Unit Cost Rental Amount.
2. RENTAL ABATEMENT COST ADJUSTMENT:
$28.00 per square foot based rent for 1902 square feet of leased area
for eight (8) months after the Lease Commencement Date is a total sum of
$35,504.00.
Therefore, in order to amortize such amount at 12% over 10 years:
A. $135,504 x $14.35/month/1,000 x 120 months = $61,137.88
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1,000
Total Cost to Landlord after ten (10) years = $61,137.88
B. $61,137.88 x 10 years = $3.21
----------
1902 SF
$3.21 per square foot of leased area is the amount of the
Unit Cost Rental Amount attributable to the rental abatement being provided to
Tenant.
FUTURE ADJUSTMENT - The rental abatement component of the Unit Cost
Rental Amount shall be reduced by any actual reduction in the amount of the
total rental abatement cost to the Landlord. In particular, in the event that
after the Lease Commencement Date for Suite 105 at 0000 Xxx Xxxxxxxx Xxxxx,
XxXxxx, Xxxxxxxx, the Tenant enters into a sublease for its existing Elm Street
location, the amount of the sublet rent proceeds is to be paid to Landlord
immediately upon receipt, and on a monthly basis thereafter, thereby reducing
the total abatement cost to the Landlord which will reduce accordingly, as
noted in "B" above the rental abatement component of the first year Unit Cost
Rental Amount.
3. LOAN INTEREST RATE ADJUSTMENT
As indicated in "1" above, the total buildout cost is amortized at 12%
over a period of ten years. As part of this Lease, Tenant is to provide to
Landlord a non-recourse loan for 80% of the buildout costs, not to exceed
$50,000, to be amortized over the ten (10) year term of the Lease.
A substitution of an interest rate lower than 12% would directly
affect the component of the Unit Cost Rental Amount and the buildout cost
component of the Unit Cost Rental Amount shall be recalculated using the
formulas set forth in Paragraph 1 of this Addendum substituting, with respect
to all buildout costs funded by a loan, such lower interest rate for 12%.
EXHIBIT "B"
RULES AND REGULATIONS
0000 Xxx Xxxxxxxx Xxxxx
XxXxxx, Xxxxxxxx
LEASE
The following rules and regulations have been formulated for the
safety and well-being of all the tenants of the Building. Strict adherence to
these rules and regulations is necessary to guarantee that each and every
tenant will enjoy a safe and unannoyed occupancy in the Building. In the event
of conflict between these rules and regulations and the Lease, the Lease shall
control.
The Landlord may, upon request by any tenant, waive the compliance by
such tenant of any of the following rules and regulations, provided that (i) no
waiver shall be effective unless signed by Landlord or Landlord's authorized
agent, (ii) any such waiver shall not relieve such tenant from the obligation
to comply with such rule or regulation in the future unless expressly consented
to by Landlord, and (iii) no waiver granted to any tenant shall relieve any
other tenant from the obligation of complying with the following rules and
regulations unless such other tenant has received a similar waiver in writing
from Landlord.
1. The sidewalks, entrances, passages, courts, elevators, vestibules,
stairways, corridors or halls or other parts of the Building not occupied by
any tenant shall not be obstructed or encumbered by any tenant or used for any
purpose other than ingress and egress to and from the Demised Premises.
Landlord shall have the right to control and operate the public portions of the
Building, and the facilities furnished for the common use of the tenants, in
such manner as Landlord deems best for the benefit of the tenants generally. No
tenant shall permit the visit to the Demised Premises of persons in such
numbers or under such conditions as to interfere with the use and enjoyment by
other tenants of the entrances, corridors, elevators and other public portions
or facilities of the Building.
2. No awnings or other projections shall be attached to the outside
walls of the Building without the prior written consent of Landlord. No drapes,
blinds, shades, or screens shall be attached to or hung in, or used in
connection with, any window or door of the Demised Premises, without the prior
written consent of Landlord. Such awnings, projections, curtains, blinds,
screens or other fixtures must be of a quality, type, design and color, and
attached in the manner approved by Landlord.
3. No sign, advertisement, notice or other lettering shall be
exhibited, inscribed, painted or affixed by any tenant on any part of the
outside or inside of the Demised Premises or Building without the prior written
consent of Landlord. In the event of the violation of the foregoing by any
tenant, Landlord may remove same without any liability, and may charge the
expense incurred by such removal to the tenant or tenants violating this rule.
All interior signs on the doors and directory tablet shall be inscribed,
painted or affixed for each tenant by Landlord, and shall be of a size, color
and style acceptable to Landlord.
4. No show cases or other articles shall be put in front of or affixed
to any part of the exterior of the Building, nor placed in the halls, corridors
or vestibules without the prior written consent of Landlord.
5. The water and wash closets and other plumbing fixtures shall not be
used for any purposes other than those for which they were constructed, and no
sweepings, rubbish, rags, or other substances shall be thrown therein. All
damages resulting from any misuse of the fixtures shall be borne by the tenant
who, or whose servants, employees, agents, visitors or licensees, shall have
caused the same.
6. There shall be no marking, painting, drilling into or other form of
defacing or damage of any part of the Demised Premises or the Building. No
boring, cutting or stringing of wires shall be permitted. No tenant shall
construct, maintain, use or operate within the Demised Premises or elsewhere
within or on the outside of the Building, any electrical device, wiring or
apparatus in connection with a loudspeaker or other sound system.
7. No bicycles, vehicles or animals, birds or pets of any kind shall
be brought into or kept in or about the Demised Premises, and no cooking shall
be done or permitted by any tenant on said Demised Premises except for such
tenant's employees' use. No tenant shall cause or permit any unusual or
objectionable odors to originate from the Demised Premises.
8. No space in the Building shall be used for manufacturing, for the
storage of merchandise, or for the sale of merchandise, goods or property of
any kind at auction.
9. No tenant shall make, or permit to be made, any disturbing noises
or disturb or interfere with occupants of this or neighboring buildings or
premises or those having business with them, whether by the use of any musical
instrument, radio, talking machine or in any other way. No tenant shall throw
anything out of the doors or windows or down the corridors or stairs.
10. No inflammable, combustible or explosive fluid, chemical or
substances shall be brought or kept upon the Demised Premises.
11. All removals, or the carrying in or out of any safes, freight,
furniture or bulky matter of any description must take place during the hours
which Landlord or its agent may determine from time to time. Landlord reserves
the right to inspect all freight to be brought into the Building and to exclude
from the Building all freight which violates any of these Rules and Regulations
or the Lease of which these Rules and Regulations are a part.
12. Any person employed by any tenant to do janitorial work within the
Demised Premises must obtain Landlord's consent prior to commencing such work,
and such person shall, while in the Building and outside of said Demised
Premises, comply with all instructions issued by the superintendent of the
Building. No tenant shall engage or pay any employees on the Demised Premises,
except those actually working for such tenant on said Demised Premises.
13. No tenant shall purchase spring water, ice, coffee, soft drinks,
towels, or other merchandise services from any company or persons whose
repeated violations of Building regulations have caused, in Landlord's opinion,
a hazard or nuisance to the Building and/or its occupants.
14. Landlord shall have the right to prohibit any advertising by any
tenant which, in Landlord's opinion, tends to impair the reputation of the
Building or its desirability as a building for offices, and upon written notice
from Landlord, such tenant shall refrain from or discontinue such advertising.
15. Landlord reserves the right to exclude from the Building at all
times any person who is not known or does not properly identify himself to the
Building management or watchman on duty. Landlord may, at its option, require
all persons admitted to or leaving the Building between the hours of 6 P.M. and
7 A.M., Monday through Friday, and at all times on Saturdays, Sundays and legal
holidays, to register with Building security guards. Each tenant shall be
responsible for all persons for whom he authorizes entry into the Building, and
shall be liable to Landlord for all acts of such persons.
16. The Demised Premises shall not be used for lodging or sleeping or
for any immoral or illegal purpose.
17. No tenant shall occupy or permit any portion of the Demised
Premises to be used or occupied as an office for a public stenographer or
typist, or for the possession, storage, manufacture, or sale of liquor,
narcotics, dope, tobacco in any form, or as a xxxxxx or manicure shop, or as an
employment bureau, unless said tenant's lease expressly grants permission to do
so. No tenant shall engage or pay any employees on the Demised Premises, except
those actually working for such tenant on said Demised Premises, nor advertise
for laborers giving an address at said Demised Premises.
18. Each tenant, before closing and leaving the Demised Premises at
any time, shall see that all lights are turned off.
19. The requirements of tenants will be attended to only upon
application at the office of the Building. Building employees shall not perform
any work or do anything outside of their regular duties, unless under special
instruction from the management of the Building.
20. Canvassing, soliciting and peddling in the Building is prohibited
and each tenant shall cooperate to prevent the same.
21. No plumbing or electrical fixture shall be installed by any
tenant.
22. There shall not be used in any space, or in the public halls of
the Building, either by any tenant or by jobbers or others, in the delivery or
receipt of merchandise, any hand trucks, except those equipped with rubber
tires and side guards.
23. Access plates to underfloor conduits shall be left exposed. Where
carpet is installed, carpet shall be cut around access plates.
24. Mats, trash or other objects shall not be placed in the public
corridors.
25. Any drapes installed by any tenant which are visible from the
exterior of the Building must be cleaned by such tenant at least once a year,
without notice, at such tenant's own expense.
EXHIBIT "C"
0000 Xxx Xxxxxxxx Xxxxx
XxXxxx, Xxxxxxxx
LEASE
DECLARATION BY LANDLORD AND TENANT AS TO
DATE OF DELIVERY AND ACCEPTANCE OF POSSESSION OF DEMISED PREMISES
Attached to and made a part of the Lease dated the 23 day July 1993,
entered into by and between McLean Poplar Partners as Landlord, and Eastern
American Bank as Tenant.
Landlord and Tenant do hereby declare that possession of the demised
Premises was accepted by Tenant on the 23 day of July 1993. The Demised
Premises have been satisfactorily completed by Landlord and accepted by Tenant,
the Lease is now in full force and effect, and as of the date hereof, Landlord
has fulfilled all of its obligations under the Lease. The Lease Commencement
Date is hereby established as ____________. 19-- The term of the Lease shall
terminate on ___________________,19-.
LANDLORD:
MCLEAN POPLAR PARTNERS
(SEAL) By:__________________
Xxxxxxx X. Xxxxxx
Witness: TENANT:
EASTERN AMERICAN BANK
By:__________________
(SEAL)
EASTERN AMERICAN BANK. F. S. B.
LEASE EXHIBIT D
Landlord to provide turnkey buildout by Englat Construction Company
with a guaranteed maximum cost of $65,189.34.
The guaranteed cost will include the demising partition with the
corner new retail area, the dividing of the toilet rooms, the reworking of the
mechanical systems. Contractor is to use the building standard materials and
existing materials if they are in usable condition and acceptable to the
Tenant. An allowance of $19,020.00 ($10.00 per rentable square foot) credit
will be applied to the total cost by the Landlord in the final calculations.
Buildout Specifications include:
1. All designs, plans and permits.
2. Preparation of the space including demolition, wall construction.
doors, door frames, drywall patching, carpentry work for new entrances.
The existing lighting fixtures will be cleaned and re-used.
3. The systems modification include HVAC. sprinklers, plumbing, and
electrical work including the installation of new electrical panels to separate
the circuits from the new retail area. A moderate number of duplex receptacles
will be installed as indicated on Exhibit A.
Special outlets and/or direct connection to Tenant's banking
equipment. new or existing, will be completed at Tenant's cost. All security
and communication wiring shall be at Tenant's cost.
4. Entrances shall be modified and will include a new single entrance
from the front sidewalk utilizing a previously purchased and stored single
glass door. This sidewalk door is to be eliminated at the prerogative of the
Tenant and no objection from the Building Inspector or Fire Xxxxxxxx. A new
entrance from the lobby with a pair of glass doors similar in design to the
style installed in the second floor office entrance in the Tenant's Xxxxxxx
office location into the new bank area.
Building Allowances which make up part of the total buildout cost are
as follows:
a) Paint - Two coats of building standard paint on all wall
surfaces not receiving wall covering.
(Building Allowances continued)
b) Wall Covering - 1292 square feet of wall surface at $1.50
per square foot include labor, material, shipping costs, and taxes.
c) Marble Flooring - 425 square feet at $12.00 per square foot,
complete, including labor, material and terrazzo strips at the carpet line.
d) Carpeting and Base - 966 square feet at $1.50 per square foot
of floor surface.
e) Signage - $5,000.00 for all signage including standard light box
signage over the front door and a lighted free standing sign approximately
5'0" x 2' 6" located in the grass area in front of the demised premises.
All signage must be in accordance with Fairfax County code. The exact
location, height, and support will be determined with the advice of the
Tenant but the final determination shall be by Landlord.
Note: All items of work not shown on the drawing and this specification will
be covered by a Change order initiated by the Landlord and approved in writing
by the Tenant before the work is started.
Landlord is to submit to Tenant all invoices that make up the total
buildout cost of the suite.
The total shall include the costs of labor, material, equipment, insurance,
taxes and 10% for overhead and 10% for profit.
FIRST AMENDMENT TO LEASE DATED JULY 23, 1993
BY AND BETWEEN MCLEAN POPLAR PARTNERS, LTD.
AND
EASTERN AMERICAN BANK FSB.
Tenant and Landlord agree that the total leased area of 1902 square
feet shall be increased by 175 square feet to a new total area of 2077 SF by
reason of the addition of a Manager's Office, utilizing area from a contiguous
retail tenant.
Accordingly, as of January 15, 1996, the total rent per year shall be
increased as follows:
$38.27 x 175 SF = $6,697.25/yr. or $558.10/mo.
All other terms and conditions of the original lease shall remain
unchanged.
APPROVED: LANDLORD
EASTERN AMERICAN BANK FSB MCLEAN POPLAR
PARTNERS, LTD.
By: X.X. Xxxxxx
By: Xxxxx Xxxxxx Date: 1/1/96
Date: 3/12/96
