▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
LEASE AGREEMENT
Between
THE LIFE UNDERWRITER TRAINING COUNCIL
("Landlord")
AND
CENTURY NATIONAL BANK
("Tenant")
LEASE
BASIC LEASE INFORMATION
Date: September 30, 1997
Landlord: The Life Underwriter Training Council
Tenant: Century National Bank, a national banking
association
Building: The building constructed on the land described
on Exhibit B hereto and known as ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, as the
same may be modified from time to time during
the term of this Lease
Premises: The premises located on the ground floor of the
Building, as more fully described in Article I of
this Lease and shown in the floor plans attached
as Exhibit A to this Lease
Commencement Date: October 1, 1997
Rental Payment Commencement Date: The earlier to occur of (i) Tenant's opening for
business in the Premises or (ii) January 1, 1998
Expiration Date: January 1, 2008
Rentable Area 18,940 square feet
of the Building:
Rentable Area 2,022 square feet
of the Premises:
Tenant's 10.68%
Proportionate
Share:
Annual Rental: $40,440 per year ($3,370 per month), subject to
adjustment pursuant to Section 5.02 of this
Lease, which amount shall be the total of $20
multiplied by the Rentable Area of the Premises
Fiscal Year: The 12-month period beginning January I and
ending December 31 or such other
twelve-month period as Landlord may elect on
at least thirty days' prior written notice to
Tenant
Security Deposit: $3,370
Lease Year: The 12-month period beginning on the first day
of the month in which the Rental Payment
Commencement Date falls and each anniversary
thereof
Landlord's Address ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
for Notices: Bethesda, Maryland
Tenant's Address ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇
for Notices: ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Broker: ▇▇▇▇▇▇, ▇▇▇▇▇▇. ▇▇▇▇▇▇ & ▇▇▇▇▇▇, Inc.
Exhibits:
Exhibit A Floor Plans
Exhibit B The Land
Exhibit C Rules and Regulations
Exhibit D Form of Insurance Certificate
Exhibit E Sign Plans
Exhibit F Garage Layout
The foregoing Basic Lease Information is hereby incorporated into and made a
part of this Lease. Each reference in this Lease to any information and
definitions contained in the Basic Lease Information shall mean and refer to
the information and definitions hereinabove set forth.
TABLE OF CONTENTS
OFFICE LEASE AGREEMENT
Page
ARTICLE 1 - PREMISES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE 2 - TERM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE 3 - QUIET ENJOYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE 4 - ACCEPTANCE OF THE PREMISES AND BUILDING BY TENANT 2
ARTICLE 5 - RENTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE 6 - OPERATING COSTS AND TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE 7 - SERVICES BY LANDLORD AND LANDLORD'S OBLIGATIONS . . 7
ARTICLE 8 - UTILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE 9 - USE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
ARTICLE 10- LAWS, ORDINANCES, AND REQUIREMENTS OF PUBLIC AUTHORITIES. . . . . . . . . . . . . . . . . . 10
ARTICLE 11- OBSERVANCE OF RULES AND REGULATIONS. . . . . . . . . . . . . . 10
ARTICLE 12- ALTERATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE 13- LIENS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
ARTICLE 14- REPAIRS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE 15- INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
ARTICLE 16- DAMAGE BY FIRE OR OTHER CASUALTY. . . . . . . . . . . . . . . . . . . 15
ARTICLE 17- CONDEMNATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
ARTICLE 18- ASSIGNMENT AND SUBLETTING. . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
ARTICLE 19- WAIVER OF CLAIMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
ARTICLE 20- SURRENDER OF THE PREMISES AND TERMINATION. . . . . . . . 19
ARTICLE 21- ESTOPPEL CERTIFICATES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
ARTICLE 22- SUBORDINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
ARTICLE 23- DEFAULT AND REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
ARTICLE 24- WAIVER BY TENANT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
ARTICLE 25- SIGNAGE AND AUTOMATED TELLER MACHINE . . . . . . . . . . . . . . . 24
ARTICLE 26- ATTORNEYS' FEES AND LEGAL EXPENSES. . . . . . . . . . . . . . . . . . . . 25
ARTICLE 27- NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
ARTICLE 28- PARKING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
ARTICLE 29- RENEWAL OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
ARTICLE 30- MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Exhibits:
Exhibit A Floor Plans
Exhibit B The Land
Exhibit C Rules and Regulations
Exhibit D Form of Insurance Certificate
Exhibit E Sign Plans
Exhibit F Garage Layout
OFFICE LEASE AGREEMENT
THIS LEASE, dated as of the date specified in the Basic Lease Information.
is made between Landlord and Tenant.
ARTICLE I
PREMISES
Landlord leases to Tenant, and Tenant leases from Landlord, for the
Term (as defined below) and subject to the provisions hereof, to each of which
Landlord and Tenant mutually agree, the Premises, together with the right to
use, in common with others, walkways, open spaces, landscaped areas, and
similar public areas located on, above, beneath, or immediately adjacent to the
Land, and any truck accessways, loading docks, or similar facilities, if any,
which serve the office tower, and other public portions of the Building, which
Building has been constructed on the real property described in Exhibit B
hereto (the "Land"). Tenant shall have the right to erect and/or maintain two
(2) signs on the Building in accordance with the provisions of Article 25
("Signage").
ARTICLE 2
TERM
The term of this Lease (the "Term") shall begin on the Commencement
Date, and unless sooner terminated, the Term shall end at midnight on the
Expiration Date.
ARTICLE 3
QUIET ENJOYMENT
Provided Tenant performs all of Tenant's obligations under this Lease,
including the payment of Rental (as defined below), Tenant shall, during the
Term, enjoy the Premises without disturbance from Landlord or any other persons
claiming or acting by, through, or under Landlord; subject, however, to the
terms of this Lease. This covenant and all other covenants of Landlord now or
hereafter in this Lease shall be binding upon Landlord and its successors only
with respect to breaches based on Landlord's acts or omissions occurring during
its and their respective ownership of Landlord's interest hereunder.
ARTICLE 4
ACCEPTANCE OF THE PREMISES
AND BUILDING BY TENANT
The execution of this Lease by Tenant shall be conclusive evidence that Tenant:
(a) accepts the Premises as suitable for the purposes for which they are
leased; and (b) accepts the Building and every part and appurtenance thereof as
being in a good and satisfactory condition.
ARTICLE 5
RENTAL
Section 5.01. Commencing on the Rental Payment Commencement Date,
Tenant shall pay to Landlord monthly, in advance, without demand, on the first
day of each calendar month during each Lease Year, an annual rental ("Annual
Rental") in an amount equal to 1/ 12 of the Annual Rental specified in the
Basic Lease Information, subject to adjustment as provided in Section 5.02
hereof The first monthly installment of Annual Rental shall be payable in
advance by Tenant on the date of execution of this Lease. If the Commencement
Date is a date other than the first day of a calendar month, then the monthly
installment of Rental for the first month for which rent is owing, being a
fractional month, shall be appropriately prorated. If the Expiration Date is a
date other than the last day of a calendar month, then the monthly installment
of Rental for the last month for which rent is owing, being a fractional month.
shall be appropriately prorated.
Section 5.02. During the Term, the Annual Rental (which term, as used
in this Lease, means the original Annual Rental as adjusted from time to time
pursuant to this Section 5.02) shall be increased on the first anniversary of
the Rental Payment Commencement Date and each anniversary thereafter, by a
fixed amount of $0.50 per square foot; provided, however, that on the fifth
anniversary of the Rental Payment Commencement Date, the Annual Rental shall be
increased by $2.00 per square foot, so that the Annual Rental for each Lease
Year shall be as follows:
Time Period Annual Rental
First Lease Year $40,440
Second Lease Year $41,451
Third Lease Year $42,462
Fourth Lease Year $43,473
Fifth Lease Year $44,484
-
Sixth Lease Year $48,528
Seventh Lease Year $49,539
Eighth Lease Year $50,550
Ninth Lease Year $51,561
Tenth Lease Year $52,572
Section 5.03. All Rental shall be paid to Landlord by Tenant when due,
without deduction, offset or counterclaims, in lawful money of the United
States, at Landlord's Address for Notices as specified in the Basic Lease
Information, or such other place as Landlord may from time to time designate.
The term "Rental" as used herein means the then applicable Annual Rental,
Tenant's Proportionate Share of Basic Costs (as hereinafter defined), Tenant's
Proportionate Share of Taxes (as hereinafter defined), Utility Costs (as
hereinafter defined), and all other sums payable by Tenant under this Lease.
All past due installments of Rental more than five (5) days past due shall bear
interest from the date due until paid at a rate per annum equal to three
percent (3%) above the prime rate (the "Prime Rate") publicly announced by The
▇▇▇▇▇ National Bank of Washington, D.C. (or its successor), from time to time;
provided, however, that any interest payable pursuant to this Section 5.03
shall never exceed the Highest Lawful Rate. The term "Highest Lawful Rate" as
used herein shall mean the maximum rate of interest from time to time permitted
to be charged under applicable law to Tenant with respect to the indebtedness
for which such interest is charged under this Lease.
ARTICLE 6
OPERATING COSTS AND TAXES
Section 6.01. Throughout the Term, Tenant shall pay to Landlord
Tenant's Proportionate Share of the Basic Costs, as defined below, in the
manner hereinafter set forth; provided, however, that Tenant's Proportionate
Share of Basic Costs shall not exceed the following amounts during the
following Lease Years:
Time Period Tenant's Share
of Annual Basic
Costs Amount
First Lease Year $8,088.00
Second Lease Year $8,492.40
Third Lease Year $8,917.02
Fourth Lease Year $9,362.87
Fifth Lease Year $9,831.01
Sixth Lease Year $10,322.56
Seventh Lease Year $10,838.69
Eighth Lease Year $11.380.62
Ninth Lease Year $11,949.65
Tenth Lease Year $12,547.13
Such payments of Tenant's Proportionate Share of Basic Costs shall be made as
follows:
(a) Before the beginning of each Lease Year during the Term,
Landlord shall furnish Tenant with Landlord's reasonable estimate of the Basic
Costs for such Lease Year. By the first day of each month during such Lease
Year, Tenant shall pay 1/12th of its Proportionate Share of the estimated Basic
Costs for such Lease Year.
(b) (i) Within the first sixty (60) days of each Lease Year
during the Term (beginning with the second Lease Year, or as soon thereafter as
reasonably practical, Landlord shall furnish to Tenant a statement ("Expense
Statement") of the actual Basic Costs for the previous Lease Year.
(ii) Within thirty (30) days after the delivery of the
Expense Statement, subject to the limits set forth in
Section 6.01 above, Tenant will make a lump sum
payment to Landlord equal to the amount, if any, by
which Tenant's Proportionate Share of the actual Basic
Costs exceeds the Basic Costs paid by Tenant for such
previous Lease Year.
(iii) If Tenant's Proportionate Share of the actual Basic
Costs is less than the Basic Costs paid by Tenant for
such previous Lease Year, Landlord shall refund the
excess to Tenant within thirty (30) days after the
issuance of the Expense Statement or, at Landlord's
option, Landlord shall apply such amount to the next
payments of Rental due hereunder.
(iv) The effect of the reconciliation payment or
adjustment pursuant to (11) or (iii) above is that,
subject to the limits set forth in Section 6.01 above,
Tenant shall pay during each Lease Year during the
Term its Proportionate Share of the actual Basic
Costs.
(c) Within forty-five (45) days after delivery of an Expense
Statement, Tenant shall have the right to notify Landlord if it intends to
examine Landlord I s books and records with respect to such Expense Statement.
If Tenant so notifies Landlord, then Tenant and its
representatives shall have the right, at Tenant's expense, during normal
business hours for a period of ninety (90) days after Tenant's notice, to
examine Landlord's books and records relating to Basic Costs for the Building
for the previous Lease Year. Tenant shall notify Landlord within such ninety
(90) day period if it disputes such Expense Statement setting forth the reasons
therefor (a "Notice of Dispute"). If Tenant either (i) falls to notify Landlord
of its intention to examine Landlord's books and records within forty-five (45)
days after delivery of an Expense Statement, or (ii) fails to give Landlord a
Notice of Dispute within the ninety (90) day period of examination hereinabove
referred to, then Tenant shall be deemed to have accepted such Expense Statement
for all purposes hereunder. If Landlord shall have overstated Tenant's
obligation for Basic Costs for any calendar year, Landlord shall promptly refund
such excess; and If Landlord overstated such amount by ten percent (10%) or more
then (i) such refund shall include interest thereon from the end of the previous
Fiscal Year until paid at a rate per annum equal to three percent (3%) above the
Prime Rate, and (ii) Landlord shall reimburse Tenant for the cost of the audit
not to exceed the amount overcharged.
Section 6.02. As used herein, "Basic Costs" means all expenses, costs,
and disbursements of every kind (net of discounts, credits, rebates or direct
reimbursements) which Landlord incurs in connection with the operation, repair,
and maintenance of the Building, computed on an accrual basis. Basic Costs
shall include, but are not limited to, the following:
(a) Wages, salaries, and fees of all personnel or entities
(exclusive of Landlord's executive personnel) engaged in the operation, repair,
maintenance, or security of the Building, including taxes, insurance, and
benefits relating thereto;
(b) All supplies and materials used in the operation, repair,
security, and maintenance of the Building.
(c) Costs of all maintenance, security and service agreements
for the Building and the equipment therein, including, without limitation,
alarm service, water services, window cleaning, service on electrical and
mechanical components, rubbish removal, elevator maintenance, extermination
service, plumbing service, and landscaping.
(d) Cost of all insurance relating to the Building for which
Landlord is responsible hereunder, or which Landlord considers reasonably
necessary for the operation of the Building, including, without limitation, the
cost of property, casualty and liability insurance applicable to the Building
and Landlord's personal property used in connection with the common areas
thereof and the cost of business interruption or rental insurance in such
amounts as will reimburse Landlord for all losses of earnings and other income
attributable to such perils as are insured against by Landlord.
(e) Cost of repairs and maintenance of the Building.
(f) Amortization of the cost of installation of capital
improvement items (i) which are primarily to reduce operating costs for the
general benefit of the Building's tenants or (ii) which are necessary to comply
with a statute, rule, regulation or directive promulgated by any governmental
authority after the Commencement Date, together with interest on the
unamortized cost at the rate of the Prime Rate plus two percent (2%) per annum.
All such costs shall be amortized over the reasonable life of the capital
investment items, with the reasonable life and amortization schedule being
determined by Landlord in accordance with generally accepted accounting
principles.
(g) Salaries and fees incurred for the preparation of Expense
Statements or in order to reduce Basic Costs.
(h) A management fee or allowance (whether or not paid) to the
manager of the Building equal to three percent (3%) of the gross receipts
generated from the operation of the Building (assuming that all tenants or
occupants of the Building are paying rent at the Building at a per square foot
rate equal to the rental reserved hereunder, whether or not such is the case).
(i) Legal and appraisal fees relating to the operation, repair
or maintenance of the Building, including legal fees incurred in order to
reduce Basic Costs, including without limitation the costs (including expert
witness fees) incurred by Landlord in the filing, institution and prosecution
of any application or proceeding filed or instituted by Landlord in order to
reduce the taxes included in Basic Costs.
Section 6.03. Notwithstanding anything in Section 6.02 to the
contrary, Basic Costs shall not include:
(a) any tenant work performed or alteration of space leased to
Tenant or other tenants or occupants of the Building, whether such work or
alteration is performed for the initial occupancy by such tenant or occupant or
thereafter:
(b) costs of negotiation or enforcement of leases;
(c) interest and amortization of indebtedness or any costs of
financing or refinancing, depreciation or ground rent (other than any amount
payable by Landlord for real estate taxes, insurance or repairs or other items
of Basic Costs under any ground lease, to the extent such amounts are otherwise
includable in Basic Costs under Section 6.02 and 6.03 hereunder):
(d) compensation paid to officers or executives of Landlord
(other than the management fee, if applicable, referred to in Section 6.02(h));
(e) leasing commissions and Advertising and promotional expenses;
(f) Utility Costs (as defined in Section 8.01);
(g) costs of capital improvement items other than those
described in Section 6.02(f).
Section 6.04. Throughout the Term, Tenant shall pay to Landlord
Tenant's Proportionate Share of Taxes, as defined below, at the same time and
in the same manner as Tenant pays Tenant's Proportionate Share of Basic Costs;
provided, however, that there shall be no annual limitation on Tenant's
Proportionate Share of Taxes. As used herein, "Taxes" means all taxes,
assessments, and other governmental charges applicable to the Land, the
Building, or any portion thereof, or to Landlord's personal property used in
connection with the common areas thereof, whether Federal, state, county,
municipal or other authority, and whether assessed by taxing districts or
authorities presently taxing the Land or the Building or the operation thereof
or by other taxing authorities subsequently created or otherwise. If at any
time during the Term there shall be levied, assessed, or imposed on Landlord or
the Building by any governmental authority any general or special ad valorem or
other charge or tax directly upon rentals received under leases covering space
in the Building, or if any fee, tax, assessment, or other charge is imposed
which is measured by or based, in whole or in part, upon such rents, or if any
charge or tax is made based directly or indirectly upon the transactions
represented by leases covering space in the Building or the occupancy or use
thereof, such taxes, fees, assessments, or other charges shall be included in
"Taxes"; provided, however, that any inheritance, estate, gift, franchise,
corporation, income, or net profits tax which may be assessed against Landlord
and/or the Building shall be excluded from Taxes. Landlord hereby agrees that
at Tenant's recommendation, Landlord will consider in good faith contesting the
Taxes. If Landlord agrees to contest the Taxes, Tenant shall pay all costs and
fees incurred in connection with the same.
Section 6.05. If any taxes paid by Landlord and previously included in
Taxes are refunded, Landlord shall promptly pay to Tenant an amount equal to
the amount of such refund multiplied by Tenant's Proportionate Share in effect
for the period to which such refund relates, or, at Landlord's election, credit
such amounts to the next accruing installments of Rental. In the event any such
refund is received after the Expiration Date, Landlord shall pay such
Proportionate Share to Tenant within thirty (30) days thereafter.
ARTICLE 7
SERVICES BY LANDLORD AND LANDLORD'S OBLIGATIONS
Section 7.01. Landlord, at its cost and expense, shall keep and
maintain the Building structure, and the sidewalks, plazas and landscaped areas
adjoining the Building, in good condition and repair and shall make all
repairs, as and when needed in or about the Premises or the Building, except
the leasehold improvements of Tenant and those repairs for which Tenant is
expressly responsible pursuant to any other provisions of this Lease. If Tenant
requires services
which are not specified herein and Landlord provides such services to
Tenant, Tenant will pay to Landlord, upon demand, as additional Rental,
Landlord's charges for providing such services.
Section 7.02. Landlord, at its cost and expense, shall;
(i)keep the sidewalks, plazas and landscaped areas adjoining the Building
free of accumulation of snow and ice, dirt, refuse, rubbish and unlawful
obstructions:
(ii) keep the common and public areas of the Building clean and presentable
and
(iii) care for and maintain the shrubbery, planting and landscaping, if
any, on the plaza or plazas adjacent to the Building or other public areas of
the Building.
Section 7.03. Nothing contained in this Article 7 shall preclude
Landlord from including in Basic Costs (pursuant to Section 6.02) any of the
costs and expenses referred to in this Article 7 to the extent the same are
within the definition of Basic Costs.
ARTICLE 8
UTILITIES
Section 8.01. Prior to the Commencement Date, Tenant shall at its sole
cost and expense, cause gas and electric utilities serving the Premises to be
separately metered so that the applicable serving utility company will ▇▇▇▇
Tenant directly for such utilities serving the Premises. In the event that a
particular utility cannot be separately metered, Tenant shall at its sole cost
and expense, install a submeter to determine the usage of such utility. Tenant
shall pay when due all utility bills for those utilities separately metered and
which are billed directly to Tenant. The cost of all utilities which serve or
benefit the Premises but which are sub-metered ("Utility Costs") shall be paid
by Tenant to Landlord as hereinafter set forth.
Section 8.02.
(a) Before the beginning of each Fiscal Year during the Term,
including the partial Fiscal Year in which the Commencement Date occurs,
Landlord shall furnish Tenant with Landlord's estimate of the Utility Costs for
such Fiscal Year. By the first day of each month during such Fiscal year,
Tenant shall pay 1/12th of the estimated Utility Costs for such Fiscal Year.
(b) (i) Within the first sixty (60) days of each Fiscal Year
during the Term (beginning with the Fiscal Year following the Fiscal Year in
which the Commencement Date occurs), or as soon thereafter as reasonably
practical, Landlord shall furnish to Tenant a statement of the actual Utility
Costs for the previous Fiscal Year ("Utility Statement").
(ii) Within thirty (30) days after the deliver of the Utility Statement,
Tenant shall make a lump sum payment to Landlord equal to the amount, if any, by
which the actual Utility Costs exceeds the amount Paid by Tenant for such
previous Fiscal Year, toward the estimated Utility Costs for such previous
Fiscal Year.
(iii) If the actual Utility Costs is less than the amount paid by Tenant
for such previous Fiscal Year, Landlord shall refund the excess to Tenant within
thirty (30) days after the issuance of the Utility Statement or, at Landlord's
option, Landlord shall apply such amount to the next payments of Rental due
hereunder.
(iv) The effect of the reconciliation payment or adjustment pursuant to
(ii) and (iii) above is that Tenant shall pay during each Fiscal Year during the
Term the actual Utility Costs.
Section 8.03. At all times Tenant agrees that its use of electric
current will never exceed the level which Landlord reasonably determines to be
the capacity of existing feeders to the Building or the risers or wiring
installations. Any riser or risers or wiring to meet Tenant's excess electrical
requirements will, upon Tenant's written request, be installed by Landlord at
Tenant's sole cost (if the same are necessary and will not cause permanent
damage or injury to the Building or to the Premises or cause or create a
dangerous or hazardous condition, or entail excessive or unreasonable
alterations, repairs, or expense or interfere with or disturb other tenants or
occupants).
Section 8.04. With respect to the cost of domestic water and sewer and
any other utility which serves the Premises (or any equipment or machinery
benefiting the Premises), Landlord shall charge Tenant for its share of such
cost in a fair and equitable manner as part of Basic Costs. For example, if it
Is impractical or impossible to separately meter or submeter the electricity
for Tenant's HVAC units, the cost therefor shall be allocated to Tenant in a
fair and reasonable manner and paid for by Tenant as part of Basic Costs.
ARTICLE 9
USE
The Premises shall be used for those purposes typically engaged in by
a commercial bank or savings and loan institution (and uses reasonably related
thereto), and for no other purpose. Tenant agrees to use and maintain the
Premises in a clean, careful, safe, lawful, and proper manner.
ARTICLE 10
LAWS, ORDINANCES, AND REQUIREMENTS OF PUBLIC AUTHORITIES
Tenant shall, at its sole expense, (i) comply with all laws, orders,
ordinances, and regulations of Federal, state. county, municipal and other
authorities having jurisdiction over the Premises ("Legal Requirements") not
requiring capital improvements unless such capital improvements are required by
reason of Tenant's particular use of the Premises, and (ii) comply with any
direction made pursuant to law by any public officers requiring abatement of
any nuisance, or which imposes upon Landlord or Tenant any duty or obligation
arising from Tenant's occupancy or use of the Premises or from conditions which
have been created by or at the insistence of Tenant. If Tenant receives notice
of any such direction or of violation of any such law, order, ordinance, or
regulation, it shall promptly notify Landlord thereof Nothing in this Article
10 shall preclude Landlord from including in Basic Costs any cost or expense
otherwise defined in Section 6.02 as an item of Basic Cost.
ARTICLE 11
OBSERVANCE OF RULES AND REGULATIONS
Tenant and its servants, employees, agents, visitors, and licensees
shall observe faithfully and comply with the Rules and Regulations (herein so
called) attached to this Lease as Exhibit C. Landlord shall at all times have
the right to make changes in and additions to such Rules and Regulations,
provided such changes in existing or new Rules and Regulations do not
materially interfere with the lawful conduct of Tenant's business in the
Premises and are not reasonably deemed objectionable to the Tenant. Any failure
by Landlord to enforce any of the Rules and Regulations now or hereafter in
effect, either against Tenant or any other tenant in the Building, shall not
constitute a waiver of any such Rules and Regulations. Landlord shall not be
liable to Tenant for the failure or refusal by any other tenant, guest,
invitee, visitor, or occupant of the Building to comply with any of the Rules
and Regulations.
ARTICLE 12
ALTERATIONS
Section 12.01. Tenant may not, at any time during the Term, without
Landlord's prior written consent, make any alterations to the Premises which in
Landlord's good faith judgment may (i) adversely affect the structure or the
safety of the Building, (ii) adversely affect the electrical, HVAC, plumbing or
mechanical systems or the functioning thereof, (iii) be seen from the exterior
of the Building or from any of the common or public areas thereof or (iv) fall
to comply with applicable Legal Requirements. Landlord agrees not to
unreasonably withhold its consent to any proposed alteration which requires
Landlord's consent solely by reason of clause (iii) in the preceding sentence.
If Tenant desires to make any alterations in or to the Premises,
Tenant shall, prior to beginning any such work, deliver to Landlord all plans or
drawings and specifications therefor. whether or not Landlord's approval is
required for such alterations. If specifications therefor, whether or not
Landlord approval is required pursuant to the first sentence of this Section
12.01, Tenant shall pay to Landlord the charge reasonably and actually incurred
by Landlord in having third-party consultants (e.g., engineers or architects)
review and approve such plans and specifications. Tenant may proceed to the
construction of the alterations provided that (i) Tenant has received Landlord's
approval thereof, if required pursuant to the first sentence of this Section
12.01, and (ii) the alterations are in strict compliance with the plans and
specifications submitted to Landlord and with the provisions of this Article 12.
Tenant shall procure at its own expense such governmental approvals and permits
as may be required for such alterations. At Tenant's expense, Landlord shall
join in submitting Tenant's plans for any necessary governmental approval, if
required by applicable law. All alterations shall be made at Tenant's expense by
contractors which have been approved by Landlord (which approval shall not be
unreasonably delayed or withheld). All such construction, alterations, and
maintenance work done by, or for, Tenant shall (A) be performed in a such manner
as to maintain harmonious labor relations, (B) not alter the exterior appearance
of the Building or the common and public areas thereof, (C) not affect the
structure or the safety of the Building, (D) comply with all building, safety,
fire, plumbing, electrical, and other codes and governmental and insurance
requirements, (E) be completed promptly and in a good and workmanlike manner,
and (F) be performed in compliance with Article 13 hereof.
Section 12.02. After the completion of any alterations to the
Premises, Tenant shall deliver to Landlord either (i) a certificate signed by
Tenant stating that such alterations have been completed in accordance with the
plans and specifications previously delivered to Landlord or (ii) a copy of
"as-built" plans and specifications with respect to such alterations.
Section 12.03. No alterations, leasehold improvements, and other
physical additions made or installed by or for Tenant in or to the Premises
shall be removed during the Term except in accordance with Section 20.02.
ARTICLE 13
LIENS
Tenant shall keep the Premises and the Building free from any liens
arising from any work performed, materials furnished, or obligations incurred
by or at the request of Tenant. All persons either contracting with Tenant or
furnishing or rendering labor and materials to Tenant shall be notified in
writing by Tenant that they must look only to Tenant for payment. Nothing
contained in this Lease shall be construed as Landlord's consent to any
contractor, subcontractor, laborer, or materialman for the performance of any
labor or the furnishing of any materials for any specific improvement,
alteration, or repair of, or to, the Premises or the Building, nor as giving
Tenant any right to contract for, or permit the performance of, any services or
the furnishing of any materials that would result in any liens against the
Premises or the Building. If
any lien is filed against the Premises or Tenant's leasehold interest therein,
or if any lien is filed against the Building which arises out of any purported
act or agreement of Tenant, Tenant shall discharge the same within ten (10) days
after its filing by payment, filing of the bond required by law or otherwise. If
Tenant fails to discharge such lien within such period, then, in addition to any
other right or remedy of Landlord, Landlord may, at its election, discharge the
lien by paying the amount claimed to be due, by obtaining the discharge by
deposit with a court or a title company, or by bonding. Tenant shall pay on
demand any amount paid by Landlord for the discharge or satisfaction of any such
lien. and all reasonable attorneys' fees and other costs and expenses of
Landlord incurred in defending any such action or in obtaining the discharge of
such lien, together with all necessary disbursements in connection therewith.
ARTICLE 14
REPAIRS
Section 14.01. Tenant shall keep the Premises and every part thereof
in good condition and repair at all times during the Term and at Tenant's sole
cost and expense. If Tenant falls to make such repairs promptly, Landlord, at
its option, may make such repairs, and Tenant shall pay Landlord on demand
Landlord's actual costs in making such repairs plus fifteen percent (15%) for
Landlord's overhead. Notwithstanding the foregoing, Tenant shall have no
obligation to maintain or repair any portion of the Building which is not part
of the Premises; provided, however, that Tenant shall reimburse Landlord for
any actual costs incurred for maintenance or repair of any such portion of the
Building if such maintenance or repair is necessitated by the negligent acts or
omissions of Tenant plus fifteen percent (15%) for Landlord's overhead. At the
end of the Term, Tenant shall surrender to Landlord the Premises and all
alterations, additions and improvements thereto subject to the provisions of
Article 20 hereof. Landlord has no obligation and has made no promise to alter,
remodel, improve, repair, redecorate, or paint the Premises or any part
thereof, except as specifically set forth in this Lease. No representations
respecting the condition of the Premises or the Building have been made by
Landlord to Tenant except as specifically set forth in this Lease.
Section 14.02.
(a) Subject to the other provisions of this Lease imposing
obligations in this respect upon Tenant, and subject to the provisions of
Articles 16 and 17 hereof, Landlord shall repair, replace, and maintain (i) the
external and structural parts of the Building, and (ii) all common and public
areas of the Building.
(b) Nothing contained in this Section 14.02 shall preclude
Landlord from including in Basic Costs (pursuant to Sections 6.02 and 6.03) any
of the costs and expenses referred to herein to the extent the same are within
the definition of Basic Costs.
ARTICLE 15
INSURANCE
Section 15.01. During the Term, Tenant, at its sole expense, shall
obtain and keep in force the following insurance.
(a) All-Risk insurance upon property of every description and
kind owned by Tenant and located in the Building or for which Tenant is legally
liable or installed by or on behalf of Tenant, including without limitation,
leasehold improvements, furniture, fittings, installations, furnishings,
movable trade fixtures and personal property, and alterations, in an amount not
less than ninety percent (90%) of the full replacement cost thereof. Landlord
will not be required to carry insurance of any kind on any leasehold
improvements located in the Premises, or on any of Tenant's fixtures, equipment
or improvements under this Lease, and Landlord shall not be obligated to repair
any damage thereto or replace the same.
(b) Comprehensive general liability insurance coverage,
including personal injury, bodily injury, broad form property damage,
operations hazard, owner's protective coverage, contractual liability, and
products and completed operations liability, in limits not less than $3,000,000
inclusive. Such insurance may be placed as part of any blanket policy carried
by Tenant and/or carried under primary and excess coverage policies.
(c) Any other form or forms of insurance as Tenant, Landlord
or Landlord's mortgagee may reasonably require from time to time in form, in
amounts and for insurance risks against which a prudent tenant of comparable
size and in a comparable business would protect itself.
All policies shall be issued by insurers that are reasonably acceptable
to Landlord and in form reasonably satisfactory from time to time to Landlord,
and shall name Tenant as named insured thereunder and shall name Landlord and
Landlord's mortgagees (and, if requested by Landlord, ground or primary
lessors) as additional insureds thereunder, all as their respective interests
may appear. Tenant will deliver certificates of insurance (substantially in the
form of Exhibit D hereto) to Landlord as soon as practicable after the placing
of the required insurance, but not later than ten (10) days prior to the date
Tenant takes possession of all or any part of the Premises. All policies shall
contain an under-taking by the insurers to notify Landlord and Landlord's
mortgagees (and, if applicable, ground lessors) In writing, by certified or
registered United States mail, return receipt requested, not less than thirty
(30) days before any material adverse change, reduction in coverage,
cancellation, or other termination thereof.
(d) Notwithstanding anything contained in this Article 15 to
the contrary, so long as Century National Bank is the Tenant hereunder, (1) the
insurance coverages specified in Sections 15.01 (a) and (b) may be satisfied
through blanket and/or umbrella policies of insurance,
(ii) the provisions of Section 15.0 1 (c) shall not apply, and (iii) Tenant may
elect to have any deductibles as Tenant may choose.
Section 15.02. During the Term, Landlord shall insure the structure of
the Building and the public and common areas of the Building with a reputable
insurance company against damage with All-Risk insurance in an amount not less
than 80% of the then replacement cost and comprehensive general liability
insurance, all in such amounts and with such deductions as Landlord considers
appropriate. Landlord may, but shall not be obligated to, obtain and carry any
other form or forms of insurance as it or Landlord's mortgagees may reasonably
determine advisable. Notwithstanding any contribution by Tenant to the cost of
insurance premiums, as provided herein, Tenant acknowledges that it has no
right to receive any proceeds from any insurance policies carried by Landlord.
Section 15.03. Tenant will not keep, use, sell, or offer for sale in
or upon the Premises any article which may be prohibited by any insurance
policy in force covering the Building. If Tenant's occupancy or business in or
on the Premises, whether or not Landlord has consented to the same, results in
any increase in premiums for the insurance carried by Landlord with respect to
the Building, Tenant shall pay any such increase in premiums as additional
Rental within ten (10) days after being billed therefor by Landlord. In
determining whether increased premiums are a result of Tenant's use of the
Premises, a schedule issued by the organization computing the insurance rate on
the Building showing the various components of such rate shall be conclusive
evidence of the several items and charges which make up such rate. Tenant shall
promptly comply with all reasonable requirements of the insurance authority or
any present or future insurer relating to the Premises.
Section 15.04. If any of Landlord's insurance policies shall be
canceled or cancellation shall be threatened or the coverage thereunder reduced
or threatened to be reduced in any way because of the use of the Premises or
any part thereof by Tenant or any assignee or subtenant of Tenant or by anyone
Tenant permits on the Premises and if Tenant fails to remedy the condition
giving rise to such cancellation, threatened cancellation, reduction of
coverage, or threatened reduction of coverage within 48 hours after notice
thereof, Landlord may, at its option, enter upon the Premises and attempt to
remedy such condition, and Tenant shall promptly pay the cost thereof to
Landlord as additional Rental. Landlord shall not be liable for any damage or
injury caused to any property of Tenant or of others located on the Premises
resulting from such entry. If Landlord is unable, or elects not, to remedy such
condition, then Landlord shall have all of the remedies provided for in this
Lease in the event of a default by Tenant.
Section 15.05. All policies covering real or personal property which
either party obtains affecting the Premises or the Building shall include a
clause or endorsement denying the insurer any rights of subrogation against the
other party to the extent rights have been waived by the insured before the
occurrence of injury or loss. Landlord and Tenant shall not be liable or
responsible for, and each hereby releases the other, the partners, employees,
officers, directors and agents of the other from any and all liability and
responsibility to the other, or any person
claiming by, through or under the Landlord or Tenant, by way of subrogation or
otherwise for any damage or loss to their respective property due to hazards
covered or which should be covered by policies of insurance obtained or which
should be or have been obtained pursuant to this Lease, to the extent of the
injury or loss covered or which should have been covered thereby, assuming that
any deductible shall be deemed to be insurance coverage.
ARTICLE 16
DAMAGE BY FIRE OR OTHER CASUALTY
Section 16.01. If the Building or the Premises shall be damaged by any
casualty, Tenant shall immediately notify Landlord of the same and if this
Lease shall not have been terminated pursuant to this Article 16, Landlord
shall repair said damage and restore and rebuild the Building and/or the
Premises (excluding any leasehold improvements in the Premises, the property of
Tenant and any alterations made by Tenant to the Premises) as soon as
reasonably practicable after said damage occurs, and the Rental payable
hereunder shall be reduced in proportion to the extent that the Premises are
rendered unusable for the normal conduct of the business then conducted on the
Premises.
Section 16.02. If the Building shall be damaged or destroyed by any
casualty such that Landlord estimates that the repair and restoration of the
Building would require an expenditure of more than thirty-five percent (35%) of
the replacement cost of the Building immediately prior to such casualty, then
Landlord shall have the right to terminate this Lease by written notice to
Tenant given within sixty (60) days after the date of such damage and upon such
notice this Lease shall terminate; provided, however, that the provisions of
this Lease which are designated to cover matters of termination and the period
thereafter shall survive the termination of this Lease.
Section 16.03. If the Building and/or the Premises shall be so damaged
by casualty to such extent that the Premises are rendered unusable for the
normal conduct of Tenant's business then conducted on the Premises and the
Landlord estimates that the Building and/or Premises (excluding any leasehold
improvements in the Premises, the property of Tenant and any alterations made
by Tenant to the Premises) cannot be substantially repaired within one hundred
eighty (180) days after the delivery of Landlord's aforesaid estimate to
Tenant, Tenant or Landlord may terminate this Lease by notice to the other
given within thirty (30) days of Tenant's receipt of a copy of Landlord's
estimate and upon such notice this Lease shall terminate; provided, however,
that the provisions of this Lease which are designated to cover matters of
termination and the period thereafter shall survive the termination of this
Lease.
Section 16.04. If Landlord is obligated to repair the Premises or
Building after any casualty pursuant to this Article 16, Landlord shall
diligently commence and continuously prosecute such repair to completion.
Unless Landlord elects to terminate this Lease pursuant to Section 16.02 or
Landlord or Tenant elects to terminate this Lease pursuant to Section 16.03,
Tenant shall diligently commence and continuously prosecute the restoration of
the leasehold improvements to the condition immediately prior to the damage
caused by any casualty pursuant to this Article 16, and in such event Tenant's
obligation to pay Annual Rental and Basic Costs shall ▇▇▇▇▇ from the date of
such damage until the earlier to occur of (i) the date the Premises have been
restored and Tenant has opened for business operations once again, or (ii) three
(3) months after Landlord shall have delivered the Premises to Tenant in a
condition in which Tenant can commence such restoration work.
Section 16.05. No damages, compensation, or claim shall be payable by
Landlord for inconvenience, loss of business, or annoyance arising from any
repair or restoration of any portion of the Premises or the Building. Landlord
shall use reasonable efforts to have such repairs made promptly so as not to
unnecessarily interfere with Tenant's occupancy.
Section 16.06. The provisions of this Article shall be considered an
express agreement governing any case of damage or destruction of the Building,
the Leasehold Improvements, or the Premises by fire or other casualty.
Section 16.07. In the event of the termination of this Lease pursuant
to the provisions of Sections 16.02 or 16.03 of this Lease, the Term and the
estate hereby granted shall expire as of the date of such termination in the
same manner and with the same effect as if it were the date set for the normal
expiration of the Term, and Rental shall be apportioned as of the date of
termination.
ARTICLE 17
CONDEMNATION
Section 17. 01. In the event the whole or substantially the whole of
the Building and/or the Premises are taken or condemned for any public purpose,
this Lease shall terminate as of the date of such taking; provided, however,
that those provisions of this Lease which are designated to cover matters of
termination and the period thereafter shall survive the termination hereof.
Section 17.02(A). In the event that more than twenty-five percent
(25%) of the Rentable Area of the Building shall be taken or condemned for any
public purpose (whether or not such taking includes any portion of the
Premises), which taking, in Landlord's reasonable judgment, shall interfere
materially with Landlord's use and operation of the Building or is such that
Landlord reasonably determines that the Building cannot be restored to
usefulness in an economically feasible manner, then Landlord shall have the
option to terminate this Lease, effective as of the date specified by Landlord
in its notice of termination, provided, however, that those provisions of this
Lease which are designated to cover matters of termination and the period
thereafter shall survive the termination hereof.
Section 17.02(B). In the event that more than ten percent (10%) of the Premises
shall be taken or condemned for any public purpose, which taking, in Tenant's
reasonable judgment, shall interfere materially with Tenant's use and operation
of the Premises or is such that Tenant reasonably determines that the Premises
cannot be restored to usefulness in an economically feasible manner, then
Tenant shall have the option to terminate this Lease, effective as of the date
is specified by Tenant in its notice of termination, provided, however, that
those provisions of the Lease which are designated to cover matters of
termination and the period thereafter shall survive the termination hereof.
Section 17.03. In the event that a portion, but less than
substantially the whole, of the Premises should be taken or condemned for any
public purpose, then this Lease shall terminate as of the date of such taking
as to the portion of the Premises so taken, and, unless Landlord exercises its
option to terminate this Lease pursuant to Section 17.02(A) or Tenant exercises
its option to terminate this Lease pursuant to Section 17.02(B), this Lease
shall remain in full force and effect as to the remainder of the Premises. In
such event, the Annual Rental, Initial Basic Costs Annual Amount, and Initial
Basic Costs Monthly Amount attributable to the Premises will be diminished by
an amount representing the part of such amounts properly applicable to the
portion of the Premises so taken. Further, in such event, Tenant's
Proportionate Share shall be recomputed based upon the remaining Rentable Area
in the Premises and in the Building.
Section 17.04. In the event of the termination of this Lease pursuant
to the provisions of Sections 17.01, 17.02 or 17.03, this Lease and the Term
and the estate hereby granted shall expire as of the date of such termination
in the same manner and with the same effect as if that were the date set for
the normal expiration of the Term, and Rental shall be apportioned as of the
date of termination. The provisions of this Section 17.04 shall apply in the
same manner to any partial termination of this Lease pursuant to the provisions
of this Article 17.
Section 17.05. If Landlord is obligated to repair the Premises or the
Building after any taking or condemnation pursuant to this Article 17, Landlord
shall diligently and continuously prosecute such repair to completion.
Section 17.06. Landlord shall be entitled to receive the entire award
in any condemnation proceeding or action for taking, without deduction
therefrom for any estate vested in Tenant by this Lease; provided that nothing
herein contained shall prohibit Tenant from seeking (i) severance damages, (ii)
moving expenses, and/or (iii) the unamortized cost of any improvements
installed by Tenant in the Premises after the Commencement Date.
ARTICLE 18
ASSIGNMENT AND SUBLETTING
Section 18.01.
(a) Tenant may not sell, assign, transfer, or hypothecate this
Lease or any interest herein (either voluntarily or by operation of law,
including, if Tenant is a corporation, the sale or transfer of a controlling
interest in Tenant) or sublet the Premises or any part thereof without prior
written consent of Landlord, except as hereinafter provided. Notwithstanding
the foregoing, or any other provision of this Article 18 to the contrary,
Tenant shall have the right without the consent of Landlord to assign this
Lease (i) to an entity which controls, is controlled by, or is under common
control with Tenant, (ii) in connection with a merger, consolidation or sale of
substantially all of Tenant's assets (provided such successor entity has a net
worth at least equal to that of Tenant immediately prior to such transaction),
or (iii) in connection with a transfer of this branch, including the purchase
and assumption of the deposit liabilities by another bank or savings and loan
association that intends to operate the Premises as a branch bank (provided
such successor entity has a net worth at least equal to that of Tenant
immediately prior to such transaction).
(b) If Tenant should desire to either (i) assign this
Lease or (ii) sublet the
Premises (or any part thereof) other than in accordance with subsection
18.01(a) above, and provided that Tenant is not then in default hereunder,
Tenant shall give Landlord written notice at least thirty (30) but no more than
one hundred eighty (180) days in advance of the date on which Tenant desires to
make such assignment or sublease. Landlord shall then have a period of thirty
(30) days following receipt of such notice within which to notify Tenant in
writing that Landlord elects either (i) in the case of an assignment or a
sublease for all or substantially all of the unexpired Term (exclusive of any
unexercised renewal options) to a non-affiliate of Tenant, to terminate this
Lease as to the space so affected as of the date specified by Tenant in its
notice, in which event Tenant, subject to the provisions of Articles 19 and 20
and such other provisions of this Lease which expressly survive the termination
hereof, shall be relieved of all further obligations hereunder as to such
space; (ii) in the case of a sublease for less than substantially all of the
unexpired Term (exclusive of any unexercised renewal options) to a
non-affiliate of Tenant, to sublet from Tenant the space so affected at the per
square foot Rental payable hereunder; or (iii) to permit Tenant to assign or
sublet such space, subject, however, to the subsequent written approval of the
proposed assignee or subtenant by Landlord, which consent shall not be
unreasonably withheld or delayed. For purposes of this subsection 18.01 (b),
the term of a sublease shall be considered "substantially all of the unexpired
Term" if the term of such sublease expires less then twelve (12) months prior
to the expiration of the Term of this Lease.
(c) If Tenant notifies Landlord of Tenant's desire to assign
this Lease or sublet the Premises, Tenant shall pay to Landlord as additional
Rental with the next due monthly Rental the reasonable fee, if any, incurred by
Tenant in having such proposed sublease or assignment reviewed by counsel. No
assignment or subletting by Tenant shall relieve Tenant of Tenant's obligations
under this Lease. Any attempted assignment or subletting by Tenant in violation
of the terms and provisions of this Section 18.01 shall be void.
Section 18.02. Landlord may sell, transfer, assign, and convey, all or
any part of the Building and any and all of its rights under this Lease, and in
the event Landlord assigns its rights under this Lease, Landlord shall be
released from any further obligations hereunder, and Tenant agrees to look
solely to Landlord's successor in interest for performance of such obligations.
ARTICLE 19
WAIVER OF CLAIMS
Subject to the provisions of Section 15.05, Tenant waives all claims
against Landlord for damage to any property or injury to, or death of, any
person in, upon or about the Building, the Premises, or the parking facilities
in the Building arising at any time and from any cause other than by reason of
the gross negligence or willful misconduct of Landlord, its agents or
employees, or Landlord's breach of this Lease. Without limiting the generality
of the foregoing. Landlord shall not be liable to Tenant for any injury or
damage to persons or property resulting from fire, explosion, falling plaster,
steam, gas, electricity, water, rain, flood, snow, or leaks from any part of
the Premises or from the pipes, appliances, equipment, plumbing works, roof, or
subsurface of any floor or ceiling, or from the street or any other place, or
by dampness or by any other cause whatsoever, unless caused by Landlord's gross
negligence or willful misconduct. Landlord shall not be liable for any such
damage caused by other tenants or persons in the Building or by occupants of
adjacent property thereto, or by the public, or caused by any private, public,
or quasi-public construction or other work, including, but not limited to, any
construction, modification, or operation of underground, ground-level, or
above-ground pedestrian tunnels, bridges, walkways, or similar items unless
such damage is caused by Landlord's gross negligence or willful misconduct. The
provisions of this Article 19 shall survive the termination of this Lease with
respect to any damage, injury, or death occurring before such termination.
ARTICLE 20
SURRENDER OF THE PREMISES AND TERMINATION
Section 20.01. Upon the expiration of the Term or other termination of
this Lease for any cause whatsoever, Tenant shall peacefully vacate the
Premises in as good order and condition as the same were at the beginning of
the Term or may thereafter have been improved, reasonable use and wear thereof
and damage to the Premises or the Leasehold Improvements by fire or other
casualty or condemnation only excepted. Should Tenant continue to hold the
Premises after the termination of this Lease, whether the termination occurs by
lapse of time or otherwise, such holding over, unless otherwise agreed to by
Landlord in writing, shall constitute and be construed as a tenancy at will at
a daily Rental equal to 1/30th of an amount equal to 150% of the total Rental
payable by Tenant hereunder during the last complete month of the Term and
subject to all of the other terms set forth herein except any right to renew
this Lease, but the foregoing shall not constitute a consent by Landlord to
such holding over and shall not prevent Landlord from exercising any of its
remedies under this Lease or applicable law by reason of such holding over.
Tenant shall be liable to Landlord for all damage which Landlord suffers
because of any holding over by Tenant, and Tenant shall indemnify Landlord
against all claims
made by any other tenant or prospective tenant against Landlord
resulting from delay by Landlord in delivering possession of the Premises to
such other tenant or prospective tenant.
Section 20.02.
(a) Tenant shall remove, at Tenant's expense, all of its
furniture, furnishings, personal property, and movable trade fixtures by the
Expiration Date, and shall promptly repair all damage done to the Premises or
the Building by such removal. Any items not so removed at the Expiration Date
shall be deemed abandoned and shall thereupon become the property of Landlord.
(b) Except as provided in Section 20.02(a), Tenant shall not
remove any alteration made by Tenant or any of the Leasehold Improvements at
the expiration of the Term without Landlord's consent.
Section 20.03. This Lease may be terminated effective on or after
January 1, 2003, upon not less than twelve (12) months prior written notice,
(a) by Landlord for its own use, provided Landlord reimburses Tenant for the
unamortized portion of Tenant's investment in the Leasehold Improvements, in an
amount not to exceed Seventy-Eight Thousand Dollars ($78,000) if this Lease is
terminated at the end of the fifth Lease Year, and One Thousand Three Hundred
Dollars ($1,300) per month less for each month thereafter, or (b) by Tenant
with the payment to Landlord of one month's rent as a termination penalty.
Within thirty (30) days after the Rental Payment Commencement Date, Tenant
shall furnish Landlord with a detailed statement setting forth the costs of
Tenant's Leasehold Improvements; provided, however, that such statement may
include an estimate of the costs to install an ATM machine, which costs (i)
shall not increase the Seventy-Eight Thousand Dollar ($78,000) limit set forth
above in this Section 20.03, and (ii) may be incurred any time within the First
Lease Year and still be included in such Seventy-Eight Thousand Dollar
($78,000) limit. Within thirty (30) days after the earlier to occur of (x)
installation of the ATM machine or (y) the end of the First Lease Year, Tenant
shall furnish Landlord with a final detailed statement setting forth the costs
of Tenant's Leasehold Improvements, including the final costs of the
installation of the ATM machine, if applicable.
ARTICLE 21
ESTOPPEL CERTIFICATES
Tenant agrees to furnish no later than fifteen (15) days after a
request therefor by Landlord, any ground lessor, or the holder of any deed of
trust or mortgage covering the Building, the Land, or any interest of Landlord
therein or any purchaser of Landlord's interest, a certificate signed by Tenant
certifying (to the extent same is true) that this Lease is in full force and
effect and unmodified; that the Term has commenced and the full Rental is then
accruing hereunder; that Tenant has accepted possession of the Premises and
that any improvements required by the terms of this Lease to be made by
Landlord have been completed to the satisfaction of Tenant; that no Rental
under this Lease has been paid more than thirty (30) days in advance of its due
date; that the address for notices to be sent to Tenant is as set forth in this
Lease (or has been changed by notice duly given and is as set forth in the
certificate); that Tenant, as of the date of such certificate, has no knowledge
of any charge, lien, or claim of offset under this Lease or otherwise against
Rentals or other charges due or to become due hereunder, that Tenant has no
knowledge of any default by Landlord then existing under this Lease; and such
other matters as may be reasonably requested by Landlord or any such ground
lessor, holder of such deed of trust or mortgage or purchaser. If Tenant is
unable to so certify as to one or more of the foregoing items, Tenant shall
specify its reason therefor in writing. Any such certificate may be relied upon
by any prospective purchaser, ground lessor, mortgagee, or any beneficiary
under any deed of trust on the Building or the Land or an), part thereof.
Landlord agrees to furnish periodically, when reasonably requested in writing
by Tenant, certificates signed by Landlord containing substantially the same
information as described above.
ARTICLE 22
SUBORDINATION
Section 22.01. This Lease shall be subject and subordinate to any
future first deeds of trust, first mortgages or other first security
instruments (collectively, "Superior Instruments") which may from time to time
during the Term cover the Building and/or the Land, or any interest of Landlord
therein, and to any advances made on the security thereof, and to any
refinancing, increases, renewals, modifications, consolidations, replacements,
and extensions of any such future Superior Instruments. This Section 22.01
shall be self-operative and no further instrument shall be required to effect
such subordination of this Lease. Upon demand, however, Tenant shall execute,
acknowledge, and deliver to Landlord any further instruments and certificates
evidencing such subordination as Landlord or the holder of any Superior
Instrument may reasonably request, and Tenant hereby irrevocably appoints
Landlord as Tenant's agent and attorney -in- fact for the purpose of executing,
acknowledging, and delivering any such instruments and certificates. Landlord
agrees to obtain from the holder of any and all Superior Instruments a
non-disturbance agreement which provides that in the event such holder succeeds
to the interest of the Landlord hereunder, then if Tenant is not in default of
its obligations under this Lease, such holder will not terminate this Lease and
will recognize Tenant as the Tenant hereunder.
Section 22.02. Notwithstanding the generality of the foregoing
provisions of Section 22.01 hereof, any holder of a Superior Instrument shall
have the right, unilaterally, at any time, to subordinate fully or partially
any such Superior Instrument to this Lease on such terms and subject to such
conditions as such holder of a Superior Instrument may consider appropriate.
Upon request, Tenant shall execute an instrument confirming any such full or
partial subordination by any holder of a Superior Instrument. At any time,
before or after the institution of any proceedings for the foreclosure of any
Superior Instrument, or sale of the Building and/or under any Superior
Instrument, or upon the termination of any ground lease, Tenant shall attorn to
such purchaser upon any such sale or the grantee under any deed in lieu of such
foreclosure or to any ground lessor in the event of a termination of a ground
lease, as the case may be, and shall recognize such ground purchaser, grantee
or ground lessor, as the case may be, as Landlord under this Lease.
Section 22.03. Should any ground lease be terminated, or any deed of
trust, mortgage, or security instrument be foreclosed, the liability of the
ground lessor, mortgagee, trustee, or purchaser, as the case may be, as
"Landlord" hereunder, shall exist only with respect to the acts or omissions of
such person or entity occurring while it was the owner of the Land and/or
Building. Further, Tenant agrees that any such ground lessor, mortgagee,
trustee, or purchaser shall not be liable for (i) any Rental paid more than
thirty (30) days in advance of its due date; (ii) any amendment or modification
of this Lease without the prior written approval written approval of such
ground lessor, mortgagee, trustee, or purchaser; or (iii) any default by or any
claim against any prior Landlord.
ARTICLE 23
DEFAULT AND REMEDIES
Section 23.0 1. The occurrence of any one or more of the following
events shall constitute an event of default under this Lease: (a) if Tenant
shall fall to pay any Rental or other sums payable by Tenant hereunder as and
when such Rental or other sums become due and payable and such failure shall
continue for more than ten (10) days after notice; (b) if Tenant shall fail to
perform or observe any covenant or obligation hereunder or any of the Rules and
Regulations and such failure shall continue for more than ten (10) days after
notice; or, if such failure cannot be corrected within such ten- (10) day
period, if Tenant does not commence to correct same within said ten- (10) day
period and thereafter diligently prosecute the correction of same to
completion; (c) if Tenant vacates all or substantially all of the Premises for
a period of ninety (90) days or more not in connection with an assignment or
sublease or the remodeling of the Premises; (d) if any petition is filed by or
against Tenant or any guarantor of Tenant's obligations under this Lease under
any section or chapter of the present or any future Federal Bankruptcy Code or
under any similar law or statute of the United States or any state thereof
(which, in the case of an involuntary proceeding. is not permanently
discharged, dismissed. stayed, or vacated, as the case may be, within sixty
(60) days of its commencement), or if any order for relief shall be entered
against Tenant or any guarantor of Tenant's obligations under this Lease in
proceedings filed under any section or chapter of the present or any future
Federal Bankruptcy Code or under any similar law or statute of the United
States or any state thereof;
(e) if Tenant or any guarantor of Tenant's obligations under this Lease
becomes insolvent or makes a transfer in fraud of creditors; (f) if Tenant or
any guarantor of Tenant's obligations under this Lease makes an assignment for
the benefit of creditors; or (g) if a receiver, custodian, or trustee is
appointed for Tenant or any guarantor of Tenant's obligations under this Lease
or for any of the assets of Tenant or any guarantor of Tenant's obligations
under this Lease, which appointment is not vacated within sixty (60) days of the
date of such appointment.
Section 23.02. If an event of default occurs, then at any time
thereafter while Tenant remains in default, Landlord may do any one or more of
the following:
(a) Terminate this Lease, in which event Tenant shall
immediately surrender the Premises to Landlord. If Tenant fails to do so,
Landlord may, without notice and without prejudice to any other remedy Landlord
may have, enter upon and take possession of the Premises and expel or remove
Tenant and its effects without being liable to prosecution or any claim for
damages therefor, and Tenant shall indemnify Landlord for all loss and damage
which Landlord may suffer by reason of such termination, whether through
inability to relet the Premises or otherwise, including any loss of Rental for
the remainder of the Term.
(b) Enter upon and take possession of the Premises as Tenant's
agent, terminating this Lease and without being liable to prosecution or any
claim for damages therefor, and Landlord may relet the Premises as Tenant's
agent and receive the Rental therefor, in which event Tenant shall pay to
Landlord on demand any and all costs of releasing, renovating, repairing, and
altering the Premises (including but not limited to advertising costs,
commissions, finders fees and other similar costs) for a new tenant or tenants
and any deficiency that may arise by reason of such reletting.
(c) Do whatever Tenant is obligated to do under this Lease and
enter the Premises without being liable to prosecution or any claim for damages
therefor to accomplish this purpose. Tenant shall reimburse Landlord
immediately upon demand for any expenses which Landlord incurs in thus
effecting compliance with this Lease on Tenant's behalf, and Landlord shall not
be liable for any damages suffered by Tenant from such action, unless caused by
the gross negligence or willful misconduct of Landlord.
Section 23.03. No act or thing done by Landlord or its agents during the
Term shall constitute an acceptance of an attempted surrender of the Premises,
and no agreement to accept a surrender of the Premises shall be valid unless
made in writing and signed by Landlord. No re-entry or taking possession of the
Premises by Landlord shall constitute an election by Landlord to terminate this
Lease, unless a written notice of such intention is given to Tenant.
Notwithstanding any such reletting or re-entry or taking possession, Landlord
may at any time thereafter terminate this Lease for a previous default.
Landlord's acceptance of Rental following an event of default hereunder shall
not be construed as a waiver of such event of default. No waiver by Landlord of
any breach of this Lease shall constitute a waiver of any other violation or
breach of any of the terms hereof. Forbearance by Landlord to enforce one or
more if the remedies herein provided upon a breach hereof shall not constitute
a waiver of any other breach of this Lease.
Section 23.04. No provision of this Lease shall be deemed to have been
waived by Landlord or Tenant unless such waiver is in writing and signed by
such party. Nor shall any custom or practice which may evolve between the
parties in the administration of the terms of this Lease be construed to waive
or lessen Landlord's or Tenant's right to insist upon strict performance of the
terms of this Lease. The rights granted to Landlord and Tenant in this Lease
shall be cumulative of every other right or remedy which Landlord or Tenant may
otherwise have at law or in equity or by statute, and the exercise of one or
more rights or remedies shall not prejudice or impair the concurrent or
subsequent exercise of other rights or remedies.
ARTICLE 24
WAIVER BY TENANT
To the extent permitted by applicable law, Tenant waives for itself
and all claiming by, through, and under it, including creditors of all kinds,
any right and privilege which it or any of them may have under any present or
future constitution, statute, or rule of law to redeem the Premises or to have
a continuance of this Lease for the Term after termination of Tenant's right of
occupancy by order or judgment of any court or by any legal process or writ,
under the terms of this Lease, or after the termination of the Term as herein
provided.
ARTICLE 25
SIGNAGE AND AUTOMATED TELLER MACHINE
Section 25.01. Attached hereto as Exhibit E are Tenant's plans for
signage on or in the Building as approved by Landlord. So long as Century
National Bank or any affiliate of Century National Bank is the Tenant
hereunder, Tenant shall have the right to maintain such signs and from time to
time, to replace such signs with signs equal to or less than the size of the
sign(s) being replaced and to change the face and/or message of such signs with
the prior written consent of Landlord, which consent shall not be withheld or
delayed unless in Landlord's good faith judgment such replacement or change
would adversely affect the first-class character of the Building or the overall
appearance of the Building. Notwithstanding the provision dealing with
consents, Landlord shall not withhold or delay its consent to any such proposed
replacement or change if such proposed replacement or change is a part of a
general revision of the Century National Bank logo and signage. Tenant shall
keep such sign(s) in good condition and repair throughout the Term, and upon
the expiration of this Lease Tenant shall remove the sign(s) and repair any
damage caused by such removal. Tenant may also from time to time during the
Term post signs in the windows of the Premises which in Landlord's good faith
Judgment do not detract from the first-class character of the Building, and
Tenant shall have the right to place an easel mounted sign in any foyer located
within the Premises (but not in any common area of the Building).
Section 25.02. Tenant shall have the right to install in the Premises
an automated teller machine ("ATM") in accordance of the provisions of Article
12 entitled "Alterations". Upon request by Landlord given no later than thirty
(30) days prior to the Expiration Date, Tenant shall, at its expense, remove
the ATM, repair any damage caused by such removal, and restore the affected
area within the Premises to substantially its original condition.
ARTICLE 26
ATTORNEYS' FEES AND LEGAL EXPENSES
In any action or proceeding brought by either party against the other
under this Lease, the prevailing party shall be entitled to recover from the
other party reasonable attorneys' fees, investigation costs, and other
reasonable legal expenses and court costs incurred by such party in such action
or proceeding.
ARTICLE 27
NOTICES
Section 27.01. Any notice or demand, consent, approval or disapproval,
or statement (collectively called "Notices") required or permitted to be given
by the terms and provisions of this Lease, or by any law or governmental
regulation, shall be in writing (unless otherwise specified herein) and unless
otherwise required by such law or regulation, shall be personally delivered or
sent by United States mail postage prepaid as registered or certified mail,
return receipt requested. Any Notice shall be addressed to Landlord or Tenant,
as applicable, at its address specified in the Basic Lease Information as said
address may be changed from time to time as hereinafter provided. By giving the
other party at least ten (10) days' prior written notice, either party may, by
Notice given as above provided, designate a different address or addresses for
Notices.
Section 27.02. Any Notice shall be deemed given as of the date of
delivery as indicated by affidavit in case of personal delivery or by the
return receipt in the case of mailing; and in the event of failure to deliver
by reason of changed address of which no Notice was given or refusal to accept
delivery, as of the date of such failure as indicated by affidavit or on the
return receipt or by notice of the postal service, as the case may be.
ARTICLE 28
PARKING
Tenant shall have the right to the use of two (2) reserved parking
spaces in the Building's parking lot, which spaces are indicated on the Garage
Layout attached hereto as Exhibit F, or such other spaces that Landlord shall
designate. Such spaces shall be marked "Century National Bank." The monthly
charge for each parking space shall initially be Eighty-Five Dollars ($85.00),
and such fee shall be paid by Tenant to Landlord on or before the first day of
each month in the same manner as Annual Rental. During the Term, the monthly
parking fee may be increased as the prevailing market rate increases.
ARTICLE 29
RENEWAL OPTION
Section 29.01. Provided that this Lease shall not have been previously
terminated, Tenant shall have and is hereby granted one (1) option to renew or
extend the Term for one (1) additional period of five (5) years (the "Renewal
Period"). Subject to the provisions of Section 29.03, the renewal option shall
be exercisable by Tenant by giving written notice of the exercise of such
renewal option to Landlord at least nine (9) months prior to the expiration of
the initial Term. In the event that Tenant exercises the option to renew this
Lease in accordance with the provisions hereof, then the Term shall be extended
accordingly. Except as otherwise expressly provided herein, the Renewal Period
shall be upon the same terms, covenants and conditions as set forth herein with
respect to the immediately preceding portion of the Term. All references in
this Lease to the Term shall be construed to mean the initial Term and the
Renewal Period, unless the context clearly indicates that another meaning is
intended. For purposes of this Lease, no distinction is made between the terms
"extend" and renew," or any variations thereof
Section 29.02.
(a) The Annual Rental for the Premises payable pursuant to
Section 5.01 for the first Lease Year of the Renewal Period shall be the
then-current Fair Market Value Rate (as defined below) of the Premises as of
the commencement of the Renewal Period multiplied by the Rentable Area of the
Premises. For purposes of the preceding sentence, and for purposes of all other
determinations of the Fair Market Value Rate pursuant to this Lease, the
applicable percentage of the "Fair Market Value Rate" shall be increased each
Lease Year by whatever periodic adjustment or factor ("Market Escalation
Factor"), CPI or otherwise, that would be agreed upon between a landlord and a
tenant entering into a new lease in a comparable building, assuming the same
assumptions set forth in Section 29.04. The Market Escalation Factor shall be
determined in the same manner and at the same time as the Fair Market Value
Rate as provided in Sections 29.02(b) and 29.04.
(b) Within thirty (30) days after Landlord has received notice from Tenant that
Tenant has exercised its option to extend the Term, Landlord shall send to
Tenant a written notice specifying the Fair Market Value Rate as determined by
Landlord in accordance with Section 29.04. Within thirty (30) days after
receipt of such notice from Landlord, Tenant shall send Landlord a written
notice of Tenant's acceptance or challenge of Landlord's determination of such
rate; provided, however, that in the event that Tenant falls to respond within
such thirty (3 )0) day period, Tenant shall be deemed to have accepted
Landlord's determination of the Fair Market Value Rate. In the event that
Tenant challenges Landlord's determination of the Fair Market Value Rate and
Landlord and Tenant are not able to agree on such rate within fifteen (15) days
(the "Negotiation Period") after Tenant notifies Landlord of Tenant's initial
rejection of Landlord's determination of such rate, then Landlord and Tenant
shall each, within fifteen (15) days after the expiration of the Negotiation
Period, select an appraiser, each of whom shall be a MAI-certified real estate
appraiser with ten years experience in the District of Columbia greater
metropolitan area office market, who shall determine the Fair Market Value Rate
in accordance with Section 29.04. The appraisers shall be instructed to
complete the appraisal
procedure and to submit their written determinations to Landlord and Tenant
within thirty (30) days after their meeting. In the event that the
determination of the Fair Market Value Rate submitted by Landlord's appraiser
is less than or equal to one hundred ten percent (110%) of the determination of
the Fair Market Value Rate submitted by Tenant's appraiser, the Fair Market
Value Rate shall be the average of such determinations. If the determination of
the Fair Market Value Rate submitted by Landlord's appraiser is greater than
one hundred ten percent (110%) of the determination of the Fair Market Value
Rate submitted by Tenant's appraiser, the appraisers shall, within ten (10)
days, appoint a third appraiser with similar qualifications to make such
determination of Fair Market Value Rate in accordance with the foregoing
limitations. In the event that the two appraisers cannot agree as to the
selection of the third appraiser within fifteen (15) days after Landlord and
Tenant are notified of the determination of the appraisers, either party may
request that the President of the Washington, D.C. Association of Realtors
appoint the third appraiser. The third appraiser shall be instructed to
complete the appraisal procedure and to submit a written determination of the
Fair Market Value Rate to Landlord and Tenant within thirty (30) days after
such appraiser's appointment. The determination which is neither the highest
nor the lowest of the three determinations of such rate shall be binding upon
Landlord and Tenant as the Fair Market Value Rate. Landlord and Tenant shall
each bear the costs of their respective appraisers. The expenses of the third
appraiser shall be borne one-half (1/2) by Landlord and one-half (1/2) by
Tenant.
Section 29.03. The renewal option referred to in Section 29.01 above
may not be exercised by Tenant if, at the time specified in Section 29.01 for
exercising such option, (i) this Lease shall not be in full force and effect,
(ii) an event of default (as defined in Section 23.01) shall have occurred and
shall be continuing after the expiration of the applicable cure period, or
(iii) Landlord, in its sole and absolute judgment, determines that it needs the
Premises for its own use. With respect to provision (iii) above, Landlord shall
notify Tenant in writing (the "Recapture Notice")of Landlord's determination
within thirty (30) days after Landlord has received notice from Tenant that
Tenant intends to exercise its option to extend the Term. If Landlord sends to
Tenant the Recapture Notice, Tenant shall have the right to cause the Term to
be extended until the later of (i) the date which is ten (10) months after
Tenant receives the Recapture Notice, or (ii) the originally scheduled Lease
Expiration Date. If Tenant shall fail to exercise the renewal option during the
time or in the manner provided in Section 29.01 for the exercise thereof, or if
at the time specified for the exercise of such renewal option Tenant shall not
be entitled to exercise such option because of the provisions of this Section,
then, and in either such event, the renewal option shall be absolutely void and
of no force and effect.
Section 29.04. For purposes of this Lease, the term "Fair Market Value
Rate" means the fair market rental rate per square foot of Rentable Area of the
Premises, that would be agreed upon between a landlord and a tenant entering
into a new lease in a comparable building of comparable age, assuming the
following: (A) the landlord and tenant are typically motivated; (B) the
landlord and tenant are well informed and well advised and each is acting in
what it considers its own best interest; (C) the rental is unaffected by
concessions, special financing amounts and/or terms, or unusual services, fees,
costs or credits in connection with the leasing transaction; (D) the Premises
are fit for immediate occupancy and use "as is" and no work is required to be
done by landlord and no work has been carried out thereon by any prior tenant,
its subtenant, or their predecessors in interest during the term which has
diminished the rental value of the Premises; (E) in the event the Premises have
been destroyed or damaged by fire or other casualty, they have been fully
restored; (F) the Premises are to be let with vacant possession and
subject to the provisions of this Lease for a five-year term (taking
into account the provisions of this Lease, including without limitation
Articles 6 and 8 hereof); and (G) market rents then being charged for
comparable space in other similar office buildings in comparable locations in
Bethesda, Maryland. In no event, however, shall the Fair Market Value Rate be
less than the Annual Rental per square foot of Rentable Area of the Premises
for the immediately preceding Lease Year.
ARTICLE 30
MISCELLANEOUS
Section 30.01. The exhibits referred to in the Basic Lease Information
are by this reference incorporated fully herein. The term "this Lease" shall be
considered to include all such exhibits.
Section 30.02. Landlord recognizes the Broker (as set forth in the
Basic Lease Information) as the sole broker procuring this Lease and shall pay
the Broker a commission therefor pursuant to a separate agreement between said
broker and Landlord. Except for the Broker, Landlord and Tenant each represent
and warrant that it has not entered into any agreement with, nor otherwise had
any dealings with, any other broker or agent in connection with the negotiation
or execution of this Lease which could form the basis of any claim by any such
broker or agent for a brokerage fee or commission, finder's fee, or any other
compensation of any kind or nature in connection herewith, and Landlord and
Tenant each agree to indemnify and hold the other harmless from any costs
(including, but not limited to, court costs, investigation costs, and
attorneys' fees), expenses, or liability for commissions or other compensation
claimed by any broker or agent with respect to this Lease which arise out of
any agreement or dealings, or alleged agreement or dealings, between such party
and any such agent or broker.
Section 30.03. As used herein, "business days" means Monday through
Friday (except holidays); "normal business hours" means 8:00 a.m. to 6:00 p.m.
on business days; and "holidays" means those holidays designated as national
holidays by the government of the United States.
Section 30.04. Every agreement contained in this Lease is, and shall
be construed as, a separate and independent agreement. If any term of this
Lease or the application thereof to any person or circumstances shall be
invalid and unenforceable, the remainder of this Lease, or the application of
such term to persons or circumstances other than those as to which it is
invalid or unenforceable, shall not be affected.
Section 30.05. There shall be no merger of this Lease or of the
leasehold estate hereby created with the fee estate in the Premises or any part
thereof by reason of the fact that the same person may acquire or hold,
directly or indirectly, this Lease or the leasehold estate hereby created or
any interest in this Lease or in such leasehold estate as well as the fee
estate in the Premises or any interest in such fee estate. In the event of a
voluntary or other surrender of this Lease, or a mutual cancellation hereof,
Landlord may, at its option, terminate all subleases, or treat such surrender
or cancellation as an assignment of such subleases.
Section 30.06. Any and all covenants, undertakings and
agreements herein made on the part of Landlord are-made and intended not as
personal covenants, undertakings and agreements or for the purpose of binding
Landlord personally or the assets of Landlord except Landlord's interest in the
Land, Building, and Premises, but are made and intended for the purpose of
binding only the Landlord's interest from time to time in the Land, Building
and Premises. No personal liability or personal responsibility is assumed by,
nor shall at any time be asserted or enforceable against, Landlord or its agent
or agents, beneficiaries, partners, or their respective heirs, legal
representatives, successors, and assigns on account of this Lease or on account
of any covenant, undertaking, or agreement of Landlord in this Lease contained,
all such liability being specifically waived by Tenant.
Section 30.07. The article headings contained in this Lease are for
convenience only and shall not enlarge or limit the scope or meaning of the
various and several articles hereof. Words of any gender used in this Lease
shall include any other gender, and words in the singular number shall be held
to include the plural, unless the context otherwise requires.
Section 30.08. If there be more than one Tenant, the obligations
hereunder imposed upon Tenant shall be joint and several, and all agreements
and covenants herein contained shall be binding upon the respective heirs,
personal representatives, successors, and, to the extent permitted under this
Lease, assigns of the parties hereto.
Section 30.09. Neither Landlord nor Landlord's agents or brokers have
made any representations or promises with respect to the Premises or the
Building except as herein expressly set forth and all reliance with respect to
any representations or promises is based solely on those contained herein. No
rights, easements, or licenses are acquired by Tenant under this Lease by
implication or otherwise except as expressly set-forth in this Lease.
Section 30.10. This Lease sets forth the entire agreement between the
parties and cancels all prior negotiations, arrangements, brochures,
agreements, and understandings, if any, between Landlord and Tenant regarding
the subject matter of this Lease. No amendment or modification of this Lease
shall be binding or valid unless expressed in a writing executed by both
parties hereto.
Section 30.11. Each of the persons executing this Lease on behalf of
Tenant represents and warrants that Tenant has complied with all applicable
laws, rules, and governmental regulations relative to its right to do business
in the State of Maryland, that such entity has the full right and authority to
enter into this Lease, and that all persons signing on behalf of the Tenant
were authorized to do so by any and all necessary or appropriate corporate or
partnership actions.
Section 30.12. Each of the persons executing this Lease on behalf of
Landlord represents and warrants that Landlord has complied with all applicable
laws, rules and governmental regulations relative to its right to do business
in the State of Maryland, that such entity has the full right and authority to
enter into this Lease, and that all persons signing on behalf of Landlord and
the general partner of Landlord were authorized to do so by any and all
necessary or appropriate corporate or partnership actions.
Section 30.13. This Lease shall be governed by and construed under the
laws of the State of Maryland. Any action brought to enforce or interpret this
Lease shall be brought in the court of appropriate jurisdiction in the State of
Maryland.
Section 30.14. Tenant shall not, without the prior written consent of
Landlord, use the name of the Building for any purpose other than as the
address of the business to be conducted by Tenant in the Premises, nor shall
Tenant use the name of the Building as Tenant's business address after Tenant
vacates the Premises, nor shall Tenant do or permit the doing of anything in
connection with Tenant's business or advertising which in the reasonable
judgment of Landlord may reflect unfavorably on Landlord or the Building or
confuse or mislead the public as to any apparent connection or relationship
between Landlord, the Building, and the Tenant.
Section 30.15. Any elimination or shutting off of light, air, or view
by any structure which may be erected on lands adjacent to the Building shall
in no way effect this Lease or impose any liability on Landlord.
Section 30.16. Upon reasonable notice to Tenant, except in the case of
an emergency, Landlord, its agents or employees shall have the right to enter
the Premises at all reasonable times (a) to make inspections or to make repairs
to the Premises or repairs to other premises as Landlord may deem necessary and
(b) for any purpose whatsoever relating to the safety, protection or
preservation of the Building.
EXECUTED under seal as of the date first written above.
LANDLORD
WITNESS/ATTEST THE LIFE UNDERWRITER TRAINING COUNCIL
By:_________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Director Of Administration
TENANT
CENTURY NATIONAL BANK
By: ___________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Chairman