EXHIBIT 10.15
GROUND LEASE AGREEMENT
----------------------
THIS GROUND LEASE AGREEMENT ("Lease"), made as of this 1st day of June
2003, between XXXX VETERANS HIGHWAY, LLC, a Maryland corporation, its successors
and assigns (hereinafter called "Landlord"), and COUNTY NATIONAL BANK, a
national bank in organization, its successors and assigns (hereinafter called
"Tenant"),
WHEREAS Landlord owns that parcel of ground located in Xxxx Arundel
County, Maryland, and known as 8310 Veterans Highway (the "Land") described in
Exhibit 1(a) attached.
WHEREAS Landlord is desirous of leasing the Land described in Exhibit
1(a)(b) to Tenant, and Tenant is desirous of leasing the Land from Landlord.
NOW THEREFORE, in consideration of the mutual benefits to be derived
hereunder the parties agree as follows:
1. LAND AND TERM:
-----------------
Landlord does hereby lease, demise and let to Tenant, and Tenant does
hereby lease, take and accept from Landlord, pursuant to the terms and
conditions hereinafter set forth, the Land. The term of the Lease and the
payment of rent hereunder shall commence on or about June 1, 2003 (the
"Commencement Date"). The initial term of this lease shall be for five years
commencing on June 1, 2003 and ending on May 31, 2008.
2. CONSTRUCTION:
------------------
A. Tenant shall at Tenant's expense, engage an experienced, qualified
contractor to construct a building on the Land to accommodate the operation of
Tenant as a commercial bank (the "Improvements") Tenant shall cause the
construction of the Improvements to be
1
completed, at its own cost and expense, in a timely manner, in a good and
xxxxxxx-like manner with good materials, in accordance with the provisions of
this Lease, and in compliance with applicable laws, rules and regulations.
B. Within ten (10) business days after receipt of written request from
Tenant, Landlord agrees to join in any and all reasonable applications for
zoning and rezoning and for Permits in connection with the construction,
operation, and maintenance of the Improvements, and shall also join in any
grants or easements for electric, telephone, gas, water, sewer, and other public
utilities and facilities, or access roads, or other facilities useful and/or
necessary to the operation of the Improvements or the construction thereof. C.
The Tenant agrees to pay unto the Landlord fifty percent (50%) of the costs
advanced by Landlord for the site improvements and engineering and development
cost expended by Landlord on the site of which this Ground Lease is part.
3. RENT:
----------
A. Tenant covenants to pay to Landlord at such place as Landlord shall
from time to time, rent ("Rent") during the original term of this Lease, as
follows: Five Thousand Dollars ($5,000.00) per month.
B. In addition to the Rent, Tenant agrees to pay all costs pertaining
to the Improvements and/or Land and to the ownership, operation, and use thereof
during the term or any renewals thereof, it being the agreement between Landlord
and Tenant that this is a fully net Lease and Landlord shall not pay any costs
or expenses pertaining thereto during the Term.
2
4. OPTION TO RENEW:
------------------------
Tenant shall have the option to renew this Lease for seven (7)
additional five (5) year terms. Such renewals shall automatically take place
unless Tenant gives notice to Landlord at least ninety (90) days before the end
of the initial term of this Lease or any renewals thereof, that Tenant does not
wish to renew this Lease. All of the terms and conditions of this Lease shall
remain in force during any renewal terms except that the Rent for the "base
year" of the Lease shall be May 2003. Commencing with second year of the first
term and each year thereafter, the Rent shall be equal to the percentage
increase in the U.S. Department of Labor Statistics Washington-Baltimore area
Urban Wage and Clerical Workers "All Items" Base Year (May 2003) multiplied by
One Hundred Percent (100%) of the Rent for the initial lease term herein. This
increase shall be determined in accordance with the following:
1. Landlord shall compute the increase, if any, in the cost of living,
using as the basis of such computation the average for "All Items" shown on the
U.S. Department of Labor Statistics Washington-Baltimore area for Urban Wage
Earners and Clerical Workers "All Items" as promulgated by the Bureau of Labor
Statistics of the United States Department of Labor using the year 1996 as the
base of 100 (hereinafter called the "Index").
2. The Index number in the column for "All Items" (Washington-Baltimore
area), for the month this Lease is effective shall be the "Base Index Number"
and the corresponding Index number for the last published month immediately
preceding the date of renewal shall be the current Index plus a CPI adjustment.
3
5. LATE PAYMENT:
------------------
In the event that any payment required by Tenant under the provisions
hereof shall be more than five (5) days past due, Tenant shall, upon demand, pay
a late charge to Landlord in the amount of Five Percent (5%) of the past due
payment and such late charge shall be deemed Rent for all purposes under this
Lease.
6. TAXES:
--------------
A. Tenant shall pay, prior to delinquency, all real estate taxes,
assessments and charges which are levied, imposed, or assessed upon or against
the Improvements and/or the Land with respect to the tax years during which this
Lease is in effect. If Tenant shall fail to pay any such taxes, assessments, or
charges prior to delinquency, Landlord shall have the right to pay same and to
include such amount as Additional Rent due from Tenant.
B. For purposes of this Paragraph 6, the term "real estate taxes and
assessments" shall include any real property tax or public charges or community
association charges against the Improvements and/or the Land analogous to a real
property tax for services thereto, including assessments by any County,
Municipal, Metropolitan District or Commission, CPRA assessments and street
lighting charges.
C. Tenant may protest, appeal or institute other proceedings to effect
a reduction or abatement of real estate taxes and assessments with respect to
real estate taxes and assessments levied against the Improvements and/or the
Lease for any tax fiscal year that ends after the Commencement Date of this
Lease. Such protest, appeal or other proceedings may be conducted in the name of
Landlord or Tenant as Tenant may consider appropriate. To this end
4
and at Tenant's expense, Landlord shall cooperate with Tenant and furnish to
Tenant appropriate documents and information. If the protest, appeal or other
proceedings are successful and any real estate taxes and assessments are
refunded, the refund shall be paid to Tenant.
7. FIRE AND EXTENDED COVERAGE AND BUSINESS INTERRUPTION INSURANCE:
--------------------------------------------------------------------
A. Tenant covenants to pay the aggregate insurance premiums for fire
and extended coverage on the Improvements and to maintain business interruption
insurance.
B. Any proceeds from any insurance policies paid for by Tenant shall be
payable to Tenant without any liability therefor to Landlord.
8. UTILITIES AND EXTERIOR MAINTENANCE:
-------------------------------------------
Tenant shall pay all charges for gas, electricity, light, heat, all
public charges for sanitary sewage discharged from and for water consumed on the
Improvements and/or the Land, power and all other utilities and telephone or
other communication services used, rendered or supplied upon or in connection
with the Improvements and shall be responsible for the cost of maintenance of
the Improvements and/or the Land including, without limitation, the interior,
the drive up facilities and the surrounding area.
9. LIENS OR ENCUMBRANCES:
---------------------------
Tenant shall not knowingly suffer the Improvements and/or the Land or
may portion thereof to become subject to any lien, charge or encumbrances, and
shall indemnify Landlord against all such liens, charges and encumbrances which
do not arise from acts or omissions of
5
Landlord, its agents or employees or third parties present upon Landlord's
invitation, request or consent.
10. USE OF LAND:
------------------
Tenant shall use and occupy the Improvements and the Land throughout
the term hereof solely for the purpose of operating a bank or general business
office together with such other uses as may be incidental thereto.
11. ALTERATIONS AND LAND:
----------------------------
Tenant covenants, other than for the initial construction of the
Improvements as described in Exhibit 2 hereto, that it will at no time or times
make any material alterations, improvements or changes of any kind to the Land
without first submitting the plans thereof and securing the prior written
consent of the Landlord, which consent shall not be unreasonably withheld or
delayed; provided, however, that Tenant may, at its own option, expense, and
without having to secure the consent, written or otherwise of the Landlord:
(1) make any alterations or changes of any kind to the
Improvements and/or the Land which may be required by any governmental order or
regulation; and
(2) undertake any landscaping or similar work or painting or
decorating with respect to the Improvements and/or the Land which are of a minor
nature and are reasonably necessary to the use by Tenant of the Improvements
and/or the Land as contemplated hereunder.
All Improvements, alterations, replacements and building service
equipment made or installed by or on behalf of Tenant and permanently affixed to
the Land, immediately upon the expiration of this lease due either to Tenant's
affirmative declination of its right to exercise any option to renew or
expiration of the final renewal term hereof if Tenant does not exercise its
6
option to purchase contained in Paragraph 40 herein, shall become the property
of Landlord without payment therefor by Landlord; provided that all machinery,
equipment (other than building service equipment), trade fixtures, movable
partitions, furniture and furnishings installed by Tenant or maintained on the
Land, even if permanently affixed thereto, shall remain the property of Tenant.
12. REPAIRS AND MAINTENANCE:
---------------------------------
Tenant covenants throughout the term at its expense, to maintain in
good order and repair the interior and exterior structure of the Improvements,
and to maintain and replace when necessary, all window and door glass therein,
interior and exterior; to maintain and repair all building service equipment
within the Improvements including, but not limited to, electrical, plumbing,
heating, air conditioning and sprinkler equipment, pipes, wires, ducts, fixtures
and appliances and to make all ordinary and necessary repairs; to keep the Land
in a safe, clean and sanitary condition; and to provide for the removal of trash
and rubbish.
13. LIABILITY INSURANCE:
--------------------------
Tenant shall obtain and maintain public liability insurance in form and
substance reasonably satisfactory to Landlord and Landlord's lender, if any
Lender exists, naming Landlord as an additional insured against claims for
bodily injury or death occurring in or about the Improvements and/or the Land
and on, in or about the adjoining driveways and passageways, to the limit of not
less than One Million Dollars ($1,000,000.00) in respect of bodily injury or
death to one person, and to the limit of not less than Two Million Dollars
($2,000,000.00) in respect of one accident, and property damage insurance
insuring against claims for damage or injury to property of others occurring in
or about the Improvements and/or the Land and on, in or about the adjoining
streets and passageways, to the limit of not less than One Hundred Thousand
7
Dollars ($100,000.00) in respect to damage to the property of another. Said
policy shall provide that notwithstanding any negligent act of Tenant which
might otherwise result in its forfeiture, the policy shall not be canceled
without at least thirty (30) days written notice to each named assured. A
certificate of such insurance shall be delivered to Landlord.
14. DAMAGE OR DESTRUCTION:
--------------------------
If the Improvements are damaged by fire or other casualty, Tenant shall
make repairs thereto as soon as reasonably and conveniently may be done and
shall have no claim against Landlord based upon such damage. In no event shall
Landlord be liable to Tenant for any loss or damage sustained by Tenant to
Tenant's property by reason of such fire or other casualty.
15. COMPLIANCE WITH REGULATIONS. ETC.:
--------------------------------------
Tenant covenants throughout the term at its expense to comply promptly
with all laws, codes, ordinances, administrative and court orders and
directives, rules and regulations which have the force of law, whether now in
effect or hereafter promulgated, applicable to Tenant's use and occupancy of the
Improvements and/or the Land, including, but not limited to, provisions
enforceable by the Office of the Comptroller of the Currency, the Federal
Deposit Corporation and/or the Board of Governors of the Federal Reserve System.
However, Tenant shall have the right to contest the applicability and/or
validity of any of the above so long as by reason of such action, the Land would
not be in danger of forfeiture or loss. Landlord shall comply with all other
laws, codes, ordinances, administrative and court orders and directives, rules
and regulations which have the force of law, whether now in effect or hereafter
promulgated.
16. CONDEMNATION:
-------------------
A. If during the term of this Lease, all or substantial part of any
8
Improvements and/or of any Parcel shall be taken by eminent domain, then, at the
option of the Tenant, the Lease shall terminate as to such Parcel as of the date
of such taking, and the rent shall be apportioned to and xxxxx from and after,
the date of taking, and Tenant shall have the right to receive any award or
damages for such taking (except as set forth in sub-paragraph D hereof) as
related to the Improvements taken. For purposes of this Paragraph 16, "a
substantial part of any Improvements and/or of any Parcel" shall mean a taking
which renders Tenant unable to carry on its business on the Land or on any
Parcel in substantially the same manner as previously conducted. Also for
purposes of this Paragraph 16, "the rent shall be apportioned" shall mean an
apportionment on a daily basis for that part of the month in which the Parcel is
taken and the percentage of the initial Basic Rental of the remaining Parcels
(as set out in Paragraph 3.A. hereof) bear to the total initial Basic Rental.
For example, if there was a taking of Parcel 3 on the 15th of a 30-day month,
the rent due by Tenant for the remaining days of that month would be 87.87% of
the then monthly Basic Rental. In this example the Basic Rental would be reduced
by 12.13% of the then total Basic Rental. If Tenant does not exercise its right
to terminate this Lease, the Rent shall be equitably adjusted based on the
amount of the Improvements and/or of any Parcel; and Tenant shall have the right
to participate in any award or damages for such taking as related to the
Improvements taken.
B. If during the term of this Lease, less than a substantial part of
any Improvement or of any Parcel, (as hereinbefore defined) shall be taken by
eminent domain, this Lease shall remain in full force and effect according to
its terms, except that the Basic Rental shall be equitably adjusted based on the
amount of the Improvements and/or Parcel taken; and Tenant shall have the right
to participate in any award or damages for such taking as related to the
9
Improvements.
C. For purposes of this Section 16, "taken by eminent domain" or
"taking under the power of eminent domain" shall include a negotiated sale or
lease and transfer of possession to a condemning authority under bona fide
threat of condemnation for public use, and Landlord alone shall have the right
to negotiate with the condemning authority and conduct and settle all litigation
connected with the condemnation. As hereinabove used, the words "award of
damage" shall, in the event of such sale or settlement, include the purchase or
settlement price of any such negotiated transfer.
D. Nothing herein shall be deemed to prevent Tenant from claiming,
negotiating, and receiving from the condemning authority, if legally payable,
compensation for the taking of the Improvements and damages for Tenant's loss of
business, business interruption and/or removal and relocation.
17. LANDLORD'S RIGHT TO PERFORM TENANT'S COVENANTS:
-------------------------------------------------------
A. If Tenant shall fail to perform any covenant or duty required of it
by this Lease or by law, Landlord shall, after thirty (30) days advance written
notice to Tenant (except in the case of an emergency, in which case Landlord may
act without notice), have the right (but not the duty) to enter the Land, if
necessary, to perform the same if Tenant in the interim has not commenced such
performance, but the reasonable cost thereof shall be deemed to be Rent, payable
by Tenant within twenty (20) days of demand therefore.
18. INDEMNIFICATION OF LANDLORD:
------------------------------------
Except with respect to claims arising from Landlord's negligence or
that of its agents, servants or employees, contractors, licensees or invitees or
from a breach of Landlord's
10
obligations hereunder, Tenant covenants to indemnify and save Landlord harmless
(to the extent not reimbursed by insurance required by this Lease to be
furnished by Tenant or insurance maintained by Landlord to which Landlord shall
initially be compensated) from any and all claims for liability of any nature
whatever arising from any use, occupancy, construction, repairs, or other work
or activity done in, on or about the Land during the term or from any condition
of the Land or anything thereon or therein during the term, or from any
occurrence whatever in, or about the Land during the term, including all
Landlord's reasonable costs, expenses and counsel fees in connection with any
such claim. Landlord shall give Tenant notice of any such claim, the right to
defend against the claim with attorneys reasonably acceptable to Landlord (an
insurance company's attorney being deemed acceptable) and to settle such claim
without cost to Landlord.
19. LANDLORD'S EXONERATION:
-------------------------------
Except with respect to claims arising from landlord's negligence or
that of its agents, servants or employees, contractors, licensees or invitees or
otherwise to comply with its obligations hereunder, to the extent not reimbursed
by insurance required by this Lease to be furnished by Tenant, Tenant covenants
to save harmless, protect and indemnify the Landlord from and against any and
all losses, damages, claims, suits or actions, judgments and costs, which may
arise or grow out of any injury to or death of any person or damage to any
property (including, but not by way of limitation, Tenant and employees of
Tenant and their property) which is caused by the negligence of the Tenant, its
agents or servants, sublessees and assigns, in the use and possession of the
Improvements and/or the Land and the equipment thereon by Tenant or the
operation of the business conducted by Tenant on the Improvements and/or the
Land.
11
20. DEFAULT PROVISIONS:
---------------------------
A. In the event of any default of Tenant in paying any installment of
Rent for a period of thirty (30) business days or in the payment of other sums
payable hereunder, which default shall continue for a period of fifteen (15)
DAYS AFTER NOTICE THEREOF BY Landlord to Tenant (in each instance an "event of
default"), Landlord may elect to immediately terminate this Lease by serving a
written notice upon Tenant.
B. In the event of any other event of default of Tenant hereinafter
mentioned in this Section 20, then Landlord may elect to terminate this Lease by
serving a written notice upon Tenant of Landlord's election to terminate this
Lease upon a specified date, not less than (30) days after the day of serving of
such notice. If said event of default shall not be corrected within said thirty
(30) day period, this Lease shall then expire on the date specified, as if that
date had originally been fixed as the expiration of the term hereinafter
granted; provided, however, that this Lease shall not terminate or expire if
Tenant undertakes diligently to remedy a default within such thirty (30) day
period.
C. In addition to the matters set forth in this Paragraph 20, each of
the following events shall be deemed an event of default by Tenant within the
meaning of this Paragraph 20:
(1) the failure to perform any of the non-monetary covenants or conditions
of this Lease on the part of Tenant to be performed;
(2) the making of any assignment by Tenant for the benefit of its
creditors;
(3) the appointment of a receiver or trustee of all or part of Tenant's
property;
(4) the filing of an application for voluntarily liquidation by Tenant;
D. In the event that this Lease is terminated in the manner provided
for in this Section
12
20, or by court proceedings or otherwise, or in the event that the Land, or a
substantial part thereof, shall be abandoned by Tenant during the said term,
Landlord or Landlord's agents, servants or representatives may, at any time
after written notice to Tenant and the expiration of the applicable cure period
set forth in this section 20, reenter and resume possession of said Land, and
remove all persons and property therefrom, either by any suitable actions or
proceeding at law, without being liable for any damages therefore. No reentry by
the Landlord shall be deemed to be an acceptance of a surrender of this Lease;
and Tenant agrees that in the event this Lease in accordance with its
provisions, is terminated because of Tenant's default, Landlord's lien in and to
this Lease and any improvement on or hereinafter placed on the Land and on any
equity of Tenant in and to any furnishings, equipment, fixtures or any other
personal property, shall forthwith attach, such lien being granted for the
purposes of securing the performance of Tenant's obligations hereunder.
E. The Landlord, upon the happening of any of the events giving it the
right to annul and cancel this Lease, shall be entitled to the benefit of all of
the provisions of law for the speedy recovery of lands and tenements under this
Lease held over by the Tenant in Xxxx Arundel County, Maryland that are now in
force or may hereafter be enacted.
21. ADDITIONAL REMEDIES OF LANDLORD:
-------------------------------------
A. In the event that this Lease is terminated in the manner set forth
in Section 20 hereof, or by court proceedings or otherwise, or if any Parcel
shall be abandoned by Tenant during the term hereof, Landlord may for its own
account, relet the whole or any portion of said Parcel for any period equal to
or greater or less than the remainder of the original terms of this Lease for
any sum which it may deem reasonable, to any tenants which it may deem suitable
13
and satisfactory, and for any use and purposes which it may deem appropriate,
but in no event shall Landlord be under any obligation to relet any Parcel for
any purpose which Landlord may regard as injurious to the Land, or to any tenant
which Landlord, in the exercise of reasonable discretion shall deem to be
objectionable. In the event of such termination of this Lease or if any Parcel
is abandoned, or in the event of any event of default mentioned in Section 20
hereof, and whether or not the Parcel be relet, and whether this Lease be
terminated or not, Landlord shall be entitled to recover of Tenant, and Tenant
hereby agrees to pay to Landlord as damages, the following:
(1) An amount equal to the amount to the rent reserved under this Lease
for such Parcel as apportioned in Paragraph 3.A. hereof, less the rent, if any,
collected by Landlord on reletting the Parcel, which shall be due and payable by
Tenant to Landlord on the several days on which the rent herein reserved would
have become payable under this Lease.
(2) An amount equal to the cost
(a) of placing the Parcel in the condition in which Tenant has
agreed to surrender it to Landlord and
(b) of performing any other covenant herein contained which
Tenant has agreed to perform, other than the covenant to pay
rent.
B. The damages mentioned in this Paragraph 21 shall become immediately
due and payable by Tenant to Landlord upon the termination of this Lease.
Without any previous notice or demand, separate actions may be maintained by
Landlord against Tenant from time to time to recover any damages which, at the
commencement of any such action, have then or theretofore become due and payable
to Landlord under this Section 21, without waiting until the end of the terms of
this Lease.
14
22. RIGHT TO ASSIGN AND SUBLEASE:
-------------------------------------
A. Tenant may not assign this Lease or sublet the Improvements an/or
the Land without the prior written consent of Landlord, which consent shall not
be unreasonably withheld or unduly delayed. If Landlord fails to advise Tenant
of its refusal to consent to an assignment or sublease with fifteen (15) days
after receipt of Tenant's written request therefor, Landlord shall be deemed to
have consented. A dispute between Landlord and Tenant as to the reasonableness
of Landlord withholding its consent to an assignment or subleasing shall be
determined pursuant to a summary arbitration procedure before a single
arbitrator chosen by a judge of court in Xxxx Arundel County having jurisdiction
and such determination shall be final and binding upon the parties. In the event
of any such assignment or subletting with consent, Tenant shall remain liable
for the performance of Tenant's obligations during the term or any renewals
hereof.
B. Notwithstanding any other provisions of this Paragraph 22, Tenant
may, without the consent of Landlord, assign this Lease or sublet part or all of
the Improvement and/or the land to (i) a corporation into which or with which
Tenant is merged or consolidated; (ii) a person or entity has a net worth at
least equal to the lesser of the net worth of Tenant as of the date of this
Lease or immediately prior to such transfer; or (iii) a parent, subsidiary or
affiliate of Tenant. A parent shall mean a corporation which owns, directly or
indirectly, 50% or more of the equity of Tenant; a subsidiary shall mean a
corporation, 50% or more of the equity of which is owned, directly or
indirectly, by Tenant, and an affiliate shall mean a corporation or other entity
which, directly or indirectly, is under common control with Tenant. A parent,
subsidiary or affiliate of Tenant may occupy space in the improvements and/or
the Land without an assignment or
15
sublease or the consent of Landlord.
23. INSPECTION BY LANDLORD ETC.:
-----------------------------------
Landlord and its agents shall have the right at all reasonable time,
upon reasonable prior notice, during the term to enter the Land for the purpose
of inspecting the same and, if Tenant has affirmatively declined to renew this
Lease, immediately after receipt of said declination to show the Land to
prospective tenants or purchasers and to place "For Rent" and/or "For Sale"
signs thereon.
24. ASSIGNMENT OR SALE OR LANDLORD'S INTEREST:
---------------------------------------------------
If Landlord should ever assign this Lease or the rents hereunder to a
creditor as security for a debt, Tenant shall, after notice of such assignment
and upon demand by Landlord or the assignee, pay all sums thereafter becoming
due Landlord hereunder to the assignee (from and after the time Tenant is
furnished with such assignee's address and request for payment) and furnish such
evidence of insurance coverage's required hereunder as the lender may reasonably
require so as to protect the assignee's interest as it may appear. If Landlord
shall sell the Land, the purchaser shall take the Land subject to Tenant's
rights hereunder including Tenant's rights pursuant to Paragraphs 4 and 29(b)
herein.
25. NON-DISTURBANCE:
-------------------------
Landlord covenants and warrants to Tenant that Tenant, on paying the
rent provided for in this Lease and performing its covenants herein set forth,
shall peaceably and quietly have, hold and enjoy the Land and all appurtenances
thereon during the full term of this Lease and any renewals thereof.
16
26. SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT:
-----------------------------------------------------
The Tenant shall, promptly at the request of the Landlord or the holder
of any Mortgage (herein referred to as "Mortgagee"), execute, sealed,
acknowledge and deliver such further instrument or instruments evidencing such
subordination as the Landlord or such Mortgagee deems necessary or desirable,
and (at such Mortgagee's request) attorning to such Mortgage, provided that such
Mortgagee agrees in writing with the Tenant that such Mortgagee or its successor
in interest or the purchaser at any foreclosure sale will, in the event of a
foreclosure of any such mortgage or deed of trust no action to interfere with
the Tenant's rights hereunder including but not limited to Tenant's rights
pursuant to Paragraph 29(b) herein.
27. TENANT HOLDING OVER:
----------------------------
A. Subject to subparagraph B. hereof, in the event that Tenant holds
over at the expiration of the original term of this Lease or any renewal terms
or, at the earlier termination thereof, Landlord shall be entitled to all the
remedies now or hereafter in effect in Xxxx Arundel County, Maryland, relating
to the speedy recovery of possession of lands and damages for wrongful
detention.
B. Any holding over after the expiration of the term hereof, without
the prior written consent of Landlord, shall be construed to be a tenancy from
month to month at 125% of the monthly rent during the last month of the term or
renewal term, as the case may be, for the initial three months and thereafter
150% of the monthly rent hereinbefore specified and shall otherwise be on the
terms and conditions hereinbefore specified, and so long as such rental payments
are made, Landlord shall not have any claims against Tenant for damages based
upon Tenant's holding over. Such tenancy from month to month shall continue
until either party shall give at
17
least thirty (30) days notice in writing to the other terminating such tenancy.
28. HAZARDOUS MATERIALS:
-----------------------------
A. Except in the normal course of its operations, Tenant shall not
cause or permit any hazardous Material to be brought upon, kept or used in or
about the Land by Tenant, its agents, employees, contractors or invitees.
B. Any Hazardous Material permitted on the Land as provided in
subparagraph 28A above, and all containers therefore, shall be used, kept,
stored and disposed of in a manner that complies with all Federal, State and
local laws or regulations applicable to any such Hazardous Material.
C. Tenant shall not discharge, leak or emit, or permit to be
discharged, leaked or emitted, any material into the atmosphere, ground, sewer
system or any body of water, if such material (as reasonably determined by the
Landlord, or any governmental authority) does or is likely to, pollute or
contaminate the same, or is likely to adversely affect (a) the health, welfare
or safety of persons, whether located on the Land or elsewhere, or (b) the
condition, use or enjoyment of the Property or any other real or personal
property.
D. As used herein, the term "Hazardous Material" means (a) any
"hazardous waste" as defined by the Resource Conservation and Recovery Act of
1976, as amended from time to time, and regulations promulgated thereunder; (b)
any "hazardous substance" as defined by the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended from time to time,
and regulations promulgated thereunder; (c) any "oil, petroleum products, and
their by-products"; and (d) any substance which is or becomes regulated as a
"hazardous Material" by any Federal, State or local governmental authority.
18
F. Tenant hereby agrees that it shall be fully liable for all costs and
expenses related to the use, storage and disposal of any Hazardous Material
brought and kept on the Land by the Tenant, and the Tenant shall give immediate
notice to the Landlord of any violation or potential violation of the provisions
of subparagraph B above. Tenant shall defend, indemnify and hold harmless
Landlord and its agents, from and against any claims, demands, penalties, fines,
liabilities, damages, costs, or expenses (including, without limitation,
attorney and consultant fees, court costs and litigation expenses) of whatever
kind or nature, known or unknown, contingent or otherwise, arising out of or in
any way related to (a) the presence, disposal, release, or threatened release of
any such Hazardous Material which, as a result of action by or at the direction
of Tenant, is on, from, or affecting the soil, water, vegetation, buildings
personal property, persons, animals, or otherwise; (b) any personal injury
(including wrongful death) or property damage (real or personal) arising out of
or related to such Hazardous Material; (c) any lawsuit brought or threatened,
government order relating to such Hazardous Material; and/or (d) any violation
of any laws applicable to such Hazardous Materials. The provisions of this
Paragraph 28 shall be in addition to any other obligations and liabilities
Tenant may have to Landlord at law or equity and shall survive the transactions
contemplated herein and shall survive the termination of this Lease. Landlord
shall give Tenant notice of such claims and demands, the right to defend with
attorneys reasonably acceptable to Landlord and the right to settle any claim,
action or proceeding without cost to Landlord.
G. To the best of Landlord's knowledge, no Hazardous Material has been
stored at, used, disposed of or is located in, on or about the Land. Landlord,
has not received notice of any kind from any Federal, State or local
governmental authority alleging that Landlord, or any
19
present or previous tenant, has failed to comply with any applicable
environmental law, ordinance, rule or regulation pertaining to or affecting the
Land.
29(a). END OF TERM:
------------
Upon the expiration or other termination of any term of this Lease,
Tenant shall quit the Land and surrender same to Landlord, broom clean, in as
good condition as when received, ordinary wear and tear and damage or
destruction by fire or other casualty or the elements or any other cause or
condition beyond Tenant's reasonable control or for which Tenant is not
responsible pursuant to this Lease excepted and Tenant shall remove all of its
personal property and comply with Paragraph 11 herein.
29(b). PURCHASE OPTIONS:
-------------------------
The Lessee shall have the first option to purchase the entire parcel of
which the Lease parcel is a part, should Landlord elect to sell and convey said
parcel. The purchase price/option price shall be that offered to the Landlord by
a good faith purchase for value. In the event the Lease parcel can be subdivided
out of the whole parcel by the landlord, the remaining parcel shall not be
subject to the option to purchase. The option to purchase shall then pertain
only to the bank parcel. The purchase option if not exercised shall not survive
the Landlord's conveyance but shall thereafter terminate all though the Lease
may continue to enforce.
30. SUCCESSORS AND ASSIGNS:
-------------------------------
Except as hereinabove expressly otherwise provided, this Lease shall
bind and inure to the benefit of the parties hereto and their respective
successors and permitted assigns.
31. NOTICES:
----------------
All notices required or permitted to be given hereunder shall be in
writing and shall be
20
deemed to have been properly given by the mailing thereof by registered or
certified mail, return receipt requested, with postage prepaid, or by delivery
by an overnight courier addressed as follows:
(a) To Landlord:
Xxxx Veterans Highway, LLC
Xxxxxxx X. Xxxx, Managing Member
0000 Xxxxxxx Xxxxxxx
Xxxx Xxxxxx, Xxxxxxxx 00000
With copy to: Xxxxxx X. Xxxx, Esq.
Four Xxxxxx Road, N.E.
Glen Burnie, Maryland 21060
(b) To Tenant:
Xxx X. Xxxxx
President
County National Bank
0000 Xxxxxxx Xxxxxxx
Xxxx Xxxxxx, XX 00000
Such notices shall be deemed to have been given for all purposes under this
Lease upon receipt thereof. Any party or person to whom such notices are to be
sent may by like notice designate a different address or a different person or
entity (including the address thereof) to which such notices shall thereafter be
sent. Notices to Tenant after Tenant has commenced its business operation at the
Land shall be addressed to Tenant at the Land.
32. CAPTIONS AND HEADINGS:
--- ----------------------
The captions and headings throughout this Lease are for convenience and
reference only, and the words contained therein shall in no way be held or
deemed to define, limit, describe, explain, modify, amplify or add to the
interpretation, construction or meaning of any provision of or the scope or
intent of this Lease nor in any way affect this Lease.
21
33. SEVERABILITY:
---------------------
A. It is agreed that, for the purpose of any suit brought or based on
this Lease, this Lease shall be construed to be a divisible contract, to the end
that successive actions may be maintained as successive periodic sums shall
mature under this Lease, and it is further agreed that failure to include in any
suit or action any sum or sums then matured shall not be a bar to the
maintenance of any suit or action, for the recovery of said sum or sums so
omitted, and the Tenant agrees that it will not in any suit or suits brought on
this Lease for a matured sum for which judgment has not previously been
received, plead, rely on or urge as a bar to said suit or suits, the defenses or
re adjudicate, former recovery extinguishment, merger, election of remedies or
other similar defense.
B. If any term, clause or provision of this Lease is declared invalid
by a court of competent jurisdiction, the validity of the remainder of the Lease
shall not be affected thereby but shall remain in full force and effect.
34. NON-WAIVER OF ENFORCEMENT:
----------------------------------
It is agreed that the failure of the Landlord to insist in any one or
more instances upon a strict performance of any covenant of this Lease or to
exercise any right herein contained shall not be construed as a waiver or
relinquishment for the future of such covenant or right, but the same shall
remain in full force and effect, unless the contrary is expressed in writing by
the Landlord.
35. BROKERAGE:
------------------
The parties represent to each other that they did not deal in this
transaction with any broker.
22
36. WAIVER OF SUBROGATION:
------------------------------
Neither party will be liable to the other for loss or damage to the
property of the other arising from a cause covered by insurance maintained by
the party damaged or within the coverage of the standard fire insurance policy
with extended coverage then applicable in Xxxx Arundel County, Maryland,
including loss resulting from the negligent acts or omissions of the other party
or their agents, employees, guests or invitees.
37. LANDLORD'S WAIVER:
--------------------------
Landlord agrees upon written request of Tenant to execute and deliver a
landlord's waiver of lien as to any inventory consigned to Tenant or any
machinery, equipment (other than building service equipment), trade fixtures or
other tangible personal property leased or purchased by Tenant from a third
party in an arms-length transaction; provided that such waiver shall be
restricted to the interest therein of the third party consignor, lessor or
owner.
38. ESTOPPEL CERTIFICATE:
-----------------------------
Each party covenants to the other that at any time or from time to time
following a written request from the other party, the party so requested shall
execute and deliver to the requesting party a statement certifying that this
Lease is in full force and effect and unmodified (or if there have been
modifications, stating such), certifying the dates to which the Rent and other
charges have been paid and certifying whether or not, to the best of the
knowledge of the certifying party, the other party has failed or refused to
perform any obligations contained in this Lease and if so specifying same. Any
such written request must be answered within twelve (12) days of the receipt
thereof. The failure of either party to furnish such statement in a timely
manner shall be conclusively deemed to constitute an admission that the Lease is
in full force
23
and effect and unmodified; that the Rent and other charges then due have been
duly and fully paid to and including the date of the written request; and that
the party requesting said statement has performed all of its obligations
contained in the Lease to the date of such request. Any third party receiving an
estoppel certificate hereunder may rely thereupon.
39. GOVERNMENTAL TAKEOVER:
-----------------------------
Notwithstanding any other provisions contained in this Lease, in the
event the Lessee is closed or taken over by the Office of the Comptroller of the
Currency or any bank supervisory authority and any such authority shall in any
event have the election either to continue or to terminate the Lessee: Provided,
that in the event this lease is terminated, the maximum claim of Lessor for
damages or indemnity for the injury resulting from the rejections or abandonment
of the unexpired term of the Lease shall in no event be in an amount exceeding
the rent reserved by the Lease, without acceleration, for the year next
succeeding the date of the surrender of the Land to the Lessor, or the date of
re-entry of the Lessor, whichever first occurs, whether before or after the
closing of the bank, plus an amount equal to the unpaid rent accrued, without
acceleration up to such date.
40. OPTION TO PURCHASE LEASEHOLD:
-------------------------------------
Tenant shall have an option to purchase the property subject to this
Lease at the end of the last renewal term. Tenant shall pay all costs of
subdividing the property from Parcel 74R Plat 13134, 4th Tax District, Xxxx
Arundel County, Maryland. Should Tenant be unsuccessful in the subdivision
process before May 31, 2043, Tenant's option to purchase and lease shall expire.
41. SIGNAGE:
----------------
Tenant shall be allowed to construct one sign adjacent to Md. Rt. 97 on
the unleased
24
portion of Parcel 74R provided the sign size and location does not violate
Landlord's signed Agreement with Wa Wa, Inc. and further does not obstruct
Landlord's signage on Parcel 74R located in the same area.
42. RECORDING:
------------------
Landlord agrees that if so requested by Tenant, Landlord will execute
in recordable form for purposes of recordation at Tenant's expense: (1) a short
from of lease containing the names and addresses of the parties; the description
of the Land; the Term of this Lease including the Commencement Date and the
termination date; a description of any extension options; a statement regarding
the use of the Land; and such other provisions as either party may reasonably
require; and/or (2) a memorandum describing the Option contained in Paragraph 40
herein. Tenant shall be responsible for all costs, expenses, charges, and taxes
in connection with the recordation of this Lease, the short form of Lease or the
described memorandum. If such a short form of this Lease is recorded, upon the
termination of this Lease, Tenant shall execute, acknowledge, and deliver to
Landlord an instrument in writing releasing and quitclaiming to Landlord all
right, title, and interest of Tenant in and to the Land arising from this Lease
or otherwise, all without cost or expense to Landlord.
43. WAIVER OF JURY TRIAL:
-----------------------------
Landlord and Tenant waive trial by jury in any action or proceeding
brought by either of the parties hereto against the other or on any counterclaim
in respect thereof on any matters whatsoever arising out of, or in any way
connected with, this Lease, the relationship of Landlord and Tenant, Tenant's
use or occupancy of the Improvements and/or Land and/or any claim of injury or
damage under this Lease.
25
AS WITNESS the hands and seals of the parties hereto the day and year
first above written.
ATTEST/WITNESS: XXXX VETERANS HIGHWAY, LLC
_______________________________ By:_/S/ Creston G. Tate___________(SEAL)
XXXXXXX X. XXXX MANAGING MEMBER
LANDLORD
COUNTY NATIONAL BANK
______________________________ By:_/S/ Jan W. Clark_____________(SEAL)
XXX X. XXXXX, PRESIDENT
TENANT
STATE OF MARYLAND, COUNTY OF XXXX ARUNDEL, TO WIT:
I HEREBY CERTIFY that on this _____ day of __________, 2003, before me,
a Notary Public of said State, personally appeared Xxxxxxx X. Xxxx, who
acknowledged himself to be the person whose name is subscribed to the foregoing
instrument and acknowledged that he executed the same for the purpose therein
contained under such Agreed.
WITNESS my hand and Notarial Seal.
-----------------------------
Notary Public
My Commission Expires:________
00
XXXXX XX XXXXXXXX, XXXXXX XX XXXX XXXXXXX, TO WIT:
I HEREBY CERTIFY that on this _____ day of __________, 2003, before me,
a Notary Public of said State, personally appeared Xxx X. Xxxxx, who
acknowledged himself to be the person whose name is subscribed to the foregoing
instrument and acknowledged that he executed the same for the purpose therein
contained under such Agreed.
WITNESS my hand and Notarial Seal.
-----------------------------
Notary Public
My Commission Expires:______
