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EXHIBIT 10.10
RETAIL LEASE FOR
CENTURY NATIONAL BANK
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇. ▇.
▇▇▇▇▇▇▇▇▇▇, D. C.
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RETAIL LEASE
Table of Contents
Page
----
1. DEMISED PREMISES 1
2. TERM 1
3. USE 2
4. RENT 2
5. DEPOSIT 3
6. RENTAL ESCALATION FOR INCREASES IN EXPENSES 4
7. OPTION TO EXTEND 5
8. ASSIGNMENT AND SUBLETTING 6
9. PRE-OCCUPANCY TENANT WORK 7
10. ALTERATIONS 8
11. MECHANIC' S LIEN 9
12. WASTE OF DEMISED PREMISES 10
13. SIGNS AND ADVERTISEMENTS 10
14. DELIVERIES 10
15. ENTRY FOR REPAIRS AND INSPECTIONS 11
16. INSURANCE RATING 11
17. PLATE GLASS INSURANCE 11
18. PUBLIC LIABILITY INSURANCE 12
19. LESSEE'S EQUIPMENT INCLUDING VAULTS 12
20. SERVICES AND UTILITIES 13
21. TRASH COLLECTION 14
22. RESPONSIBILITY FOR CERTAIN DAMAGE AND BREAKAGE 15
23. LIABILITY FOR DAMAGE TO PERSONAL PROPERTY AND PERSON 15
24. DAMAGE TO THE BUILDING AND/OR DEMISED PREMISES 15
25. DEFAULT OF LESSEE 18
26. REPEATED DEFAULTS 19
27. WAIVER 19
28. SUBORDINATION 19
29. CONDEMNATION 20
30. RULES AND REGULATIONS 21
31. RIGHT OF LESSOR TO CURE LESSEE'S DEFAULT 21
32. NO PARTNERSHIP 22
33. NO REPRESENTATIONS BY LESSOR 22
34. BROKERS 22
35. WAIVER OF JURY TRIAL 22
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36. ENFORCEMENT OF LEASE 22
37. NOTICES 23
38. ESTOPPEL CERTIFICATES 23
39. HOLDING OVER 23
40. CONTINUOUS OPERATION 24
41. APPROVAL OF LESSEE'S DECOR 24
42. COVENANTS OF LESSOR 25
43. LIEN FOR RENT 25
44. GENDER 25
45. BENEFIT AND BURDEN 25
46. GOVERNING LAW 25
47. ADVERTISING AND PROMOTIONAL FUND 26
48. LENDER APPROVAL 26
49. ENTIRE AGREEMENT 26
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LEASE
THIS LEASE, made and entered into on this 14th day of January 1982, by and
between The Square 106 Associates, hereinafter called "Lessor", and Century
National Bank, hereinafter called "Lessee".
WITNESSETH, That, for and in consideration of the rents, mutual covenants,
and agreements hereinafter set forth, the parties hereto do hereby mutually
agree as follows:
1. DEMISED PREMISES
Lessor does hereby lease to Lessee, and Lessee does hereby lease from
Lessor, for the term and upon the conditions hereinafter provided approximately
3,895 square feet of rentable area on the ground floor of the office building
situated at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇. ▇., ▇▇▇▇▇▇▇▇▇▇, D. C., (such building being
hereinafter referred to as the "Building" and such area being hereinafter
referred to as the "Demised Premises"). The Demised Premises are outlined on
the floor plan attached hereto and made a part hereof as Exhibit A.
Lessee hereby hires the Demised Premises, upon and subject to the terms and
conditions herein set forth, in its "as is" condition existing on the date
possession is delivered to Lessee, with out requiring any further alterations,
improvements, repairs or decorations to be made by Lessor, or at Lessor's
expense, either at the time possession is given to Lessee or during the entire
term of this Lease, or any extension thereof. Notwithstanding the foregoing,
Lessor shall provide the demising walls of the Demised Premises, and Lessor
shall also replace the doors on ▇▇▇▇ ▇▇▇▇▇▇ and the doors on Eye Street with
glass. In connection therewith, Lessee represents that it has thoroughly
examined the Building and the Demised Premises.
2. TERM
Subject to and upon the terms and conditions set forth herein, or in any
exhibit or addendum hereto, the term of this Lease, and therefore Lessee's and
Lessor's obligations thereunder, shall commence on the 1st day of January,
1982, or on the date Lessee shall first open for business, whichever shall
first occur (hereinafter called the "Commencement Date"), and shall expire on
the 30th day of April, 1992.
In the event Lessor cannot deliver possession of the Demised Premises by
said Commencement Date, Lessor, its agents and employees shall not be liable or
responsible for any claims, damages, or liabilities in connection therewith or
by reason thereof, nor shall Lessee be excused from its obligations under this
Lease, except that the payment of monthly rent shall be abated until the
extended Commencement Date. The Commencement Date shall be extended to the
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date Lessee accepts possession of the Demised Premises, at which time Lessor
and Lessee shall execute the "Declaration as to Date of Delivery and Acceptance
of Possession of Demised Premises," attached hereto as Exhibit C.
3. USE
Lessee will use and occupy the Demised Premises solely for the purpose of
operating a bank. The Demised Premises will not be used for any other purpose
without the prior written consent of Lessor. Lessee will not use or occupy the
Demised Premises for any unlawful purpose, and will comply with all present and
future laws, ordinances, regulations, and orders of all governments, government
agencies, and any other public authority having jurisdiction over the Demised
Premises.
4. RENT
Lessee's obligation to pay rent shall begin on the Commencement Date and
shall continue in effect for the entire term of the Lease.
Monthly rent for the Demised Premises on the Commencement Date of the
Lease, which Lessee hereby agrees to pay in advance to Lessor and Lessor hereby
agrees to accept, shall be as follows:
Period Monthly Rent
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for any period prior to the commence-
ment of the first full calendar month
of the initial term of the Lease ($297.53/day)
for calendar months 1 through 4 abated
for calendar months 5 through 12 ($ 8,926.04)
for calendar months 13 through 24 ($ 9,250.62)
for calendar months 25 through 36 ($ 9,575.21)
for calendar months 37 through 48 ($ 9,899.79)
for calendar months 49 through 60 ($10,224.38)
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for calendar months 61 through 72 ($10,548.96)
for calendar months 73 through 84 ($10,873.54)
for calendar months 85 through 96 ($11,198.12)
for calendar months 97 through 108 ($11,522.71)
for calendar months 109 through 120 ($11,847.29)
for calendar months 121 through the
expiration of the initial term of
the Lease ($12,171.88)
Monthly rent as specified above shall be payable in advance on the first
day of each calendar month during the term of this Lease. Monthly rent shall
be increased as provided in the section of the Lease entitled RENTAL
ESCALATIONS FOR INCREASES IN EXPENSES.
If the Commencement Date and therefore the obligation under the Lease to
pay monthly rent hereunder begins on a day other than on the first day of a
calendar month, then the monthly rent from such date until the first day of the
following calendar month shall be prorated at the rate of one-thirtieth
(1/30th) of the monthly rent for each day of that month from and including the
Commencement Date, payable in advance, as specified above.
Lessee will make all payments of monthly rent by check, payable to the
Lessor's agent, The ▇▇▇▇▇▇ ▇. ▇▇▇▇ Company, Agent, Suite 900, 1700 Pennsylvania
Avenue, N. W., Washington, D. C. 20006, or to such other party or to such other
address as Lessor may designate from time to time by written notice to Lessee,
without demand and without deduction, set-off or counterclaim. If Lessor shall
at any time or times accept said rent after it shall become due and payable,
such acceptance shall not excuse delay upon subsequent occasions, or
constitute, or be construed as, a waiver of any or all of Lessor's rights
hereunder.
5. DEPOSIT
Simultaneously with the execution of this Lease, Lessee shall deposit with.
Lessor the sum of Eight Thousand Nine Hundred Twenty-six and 04/100 Dollars
($8,926.04), as a deposit towards payment of the Fifth (5th) month's rent.
Such deposit, prior to its being applied to the payment of rent, shall be
security for the payment and performance by Lessee of all Lessee's obligations,
covenants, conditions and agreements under this Lease, and Lessor shall have
the right, but shall not
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be obligated, to apply all or any portion of the deposit to cure any default by
Lessee, in which event Lessee shall be obligated to promptly deposit with
Lessor the amount necessary to restore the deposit to its original amount. In
the event Lessee fails to perform its obligations and to take possession of the
Demised Premises on the appropriate Commencement Date provided herein, said
deposit shall not be deemed liquidated damages and Lessor may apply the deposit
to reduce Lessor's damages and such application of the deposit shall not
preclude Lessor from recovering from Lessee all additional damages incurred by
Lessor.
6. RENTAL ESCALATION FOR INCREASES IN EXPENSES
In the event the operating expenses of the Building increase during any
calendar year after the calendar year 1981, hereinafter referred to as the
"base year", Lessee shall pay to Lessor, as a part of rent, Lessee's
proportionate share of the increase in such operating expenses. The
proportionate share to be so paid by Lessee shall be the percentage which the
total square feet of the Demised Premises bears to the total square feet of all
office and store space in the Building of which the Demised Premises are a
part, which is 1.53%, and the amount of said percentage to be paid by the
Lessee shall be the percentage of the calendar year said Demised Premises were
leased by Lessee. The term "operating expenses" is defined as meaning (i) any
and all expenses, charges and fees incurred in connection with the management,
operation, maintenance, servicing, insuring and repair of the Building and
related exterior appurtenances of which the Demised Premises are a part, (ii)
ground rent increases, if any, and (iii) real estate taxes and impositions,
general and special, of whatever kind or description levied against the
Building or land. Operating expenses shall not include the costs and expenses
of capital improvements, electricity (which shall be separately metered for
Lessee), any cleaning contract, cleaning supplies, window cleaning services,
trash removal, elevator maintenance, painting or decorating other than public
areas, interest and amortization of mortgages, depreciation of the Building,
compensation paid to officers or executives of the Lessor or Agent and income
or franchise taxes or other such taxes imposed or measured by the income of the
Lessor from the operation of the Building.
Commencing with the first day of May in calendar year 1983 and on the first
day of May of each calendar year of the Lease thereafter, Lessee will pay to
Lessor as additional rent with monthly rent one-twelfth (1/12th) of ninety
percent (90%) of Lessee' s proportionate share of any increases, over the base
year, of operating expenses during the prior calendar year. Lessee shall
continue to make said payment monthly thereafter on the first day of each
calendar month until the amount of such payment is adjusted on May 1 of the
following calendar year because of increases in Lessee's proportionate share of
operating expenses.
Within ninety (90) days after the expiration of each calendar year, a firm
of certified public accountants, selected by Lessor, shall audit the books and
records of Lessor and a determination shall
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subsequently be made by Lessor of the increases (if any) in the operating
expenses of the Building for such calendar year over the operating expenses of
the Building for the base year. Lessor shall submit to Lessee a statement of
the aforesaid determination, including Lessee's aforesaid proportionate share
of such increases. Within thirty (30) days after the delivery of such
statement (including any statement delivered after the expiration or
termination of the term of this Lease), Lessee shall pay to Lessor an amount
equal to its proportionate share of the amount of the difference between the
amount of the increases (if any) in operating expenses for the calendar year
over the base year operating expenses, less the aggregate amount of that
portion of the monthly rent paid by Lessee between May 1st and April 30th
attributable to payment of increases in operating expenses. If the aggregate
amount of the portion of monthly rent that represents payment for increases in
operating expenses, paid by Lessee during the May 1st through April 30th
period, exceeds Lessee's proportionate share of increases in operating expenses
for the previous calendar year, the excess shall be credited toward the next
payment of monthly rent to be paid by Lessee after Lessee receives said
statement of operating expenses from Lessor. Lessee, at its expense, shall
have the right at all reasonable times to audit Lessor's books and records
relating to this Lease for the base year and for the last three (3) years for
which payments increases in operating expenses become due. Said operating
expenses shall be computed on the accrual basis.
7. OPTION TO EXTEND
Lessee shall have the option to extend the term of this Lease for two (2)
successive additional five (5) year terms, respectively commencing on the date
immediately following the expiration of the initial term and the date
immediately following the expiration of the first extension term, provided the
options to extend are properly exercised by Lessee as provided herein, and
there are no uncured defaults by Lessee under the terms of this Lease. Lessee
may exercise each option to extend only by giving written notice to Lessor of
its election to exercise the option to extend one (1) year prior to the
expiration date of the initial term or one (1) year prior to the expiration
date of the first extension term, whichever is applicable, and by Lessor and
Lessee mutually agreeing upon the amount of rent to be paid during the
applicable extension term within sixty (60) days from the date of said written
notice to extend. If Lessee properly exercises its options, the terms of this
Lease (including without limitation the provisions of the Section entitled
RENTAL ESCALATION FOR INCREASE IN EXPENSES) shall continue in full force and
effect during said additional term or terms. In the event Lessor and Lessee
are unable to mutually agree upon the rent to be paid by Lessee during the
applicable extension term, within sixty (60) days from the date of said written
notice to extend, the option to extend shall be null and void, and Lessor shall
be free to lease the Demised Premises to any person upon any terms and for any
purpose.
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8. ASSIGNMENT AND SUBLETTING
Lessee will not assign or otherwise transfer this Lease, or sublet
(including permitting occupancy or use by another party) the Demised Premises,
or any part thereof, without giving the Lessor thirty (30) days prior written
notice of Lessee' s intention to assign this Lease or sublet all or any part of
the Demised Premises. Within thirty (30) days after receipt of said notice,
Lessor shall have the option (i) to elect to terminate the Lease, if Lessee
desires to assign this Lease, or (ii) to terminate the Lease with regard to
that portion of the Demised Premises which Lessee seeks to sublet, or
alternately to sublet that portion of the Demised Premises from Lessee for the
term Lessee desires to sublet that portion of the Demised Premises, at the rate
and upon the same terms and conditions as Lessee is leasing the Demised
Premises from Lessor. Lessor may exercise the option by giving Lessee written
notice of its election to exercise the option within said thirty (30) day
period. The effective date of termination, or the effective date of
commencement of the sublease to Lessor, shall be mutually agreed upon by Lessor
and Lessee, and, if they cannot agree upon a termination date or sublease
commencement date, the termination or sublease commencement date will be sixty
(60) days from the date Lessor received the notice that Lessee desires to
assign the Lease or sublet all or any portion of the Demised Premises. Upon
termination, all of the rights and obligations of Lessor and Lessee under the
terms of this Lease shall be terminated, or terminated with regard to that
portion of the Demised Premises Lessee notified Lessor that Lessee desires to
sublet, except that Lessee shall continue to be obligated to pay rent and all
other charges for the Demised Premises which accrue to the date of termination.
If Lessor does not exercise its option to terminate or sublet, Lessee may
assign this Lease or sublet all or any part of the Demised Premises after first
obtaining the prior written consent of Lessor, which consent will not be
unreasonably withheld, contingent upon the assignee or sublessee being similar
in kind and character to Lessee and financially reliable. No assignment of
this Lease shall be effectuated by operation of law or otherwise without the
prior written consent of Lessor. The transfer and/or issuance of more than
fifty percent (50%) of the voting stock of Lessee to any persons or entities
that are not stockholders of Lessee on the date of execution of this Lease,
shall be deemed an assignment of this Lease that will give Lessor the option of
terminating this Lease as provided above.
Notwithstanding any other provision of this Lease to the contrary, Lessee
has the right to assign this Lease or sublet the Demised Premises in whole or
in part to any subsidiary, affiliate or successor corporation or partnership,
without Lessor's consent, upon giving Lessor ten (10) days prior written notice
of such assignment or subletting. A "subsidiary" of Lessee shall mean any
corporation not less than fifty percent (50%) of whose outstanding voting stock
shall, at the time, be owned, directly or indirectly, by Lessee. An
"affiliate" of Lessee shall mean any corporation which, directly or indirectly,
controls or is controlled by or is under common control with Lessee. For
purpose of the definition of "affiliate", the word "control" (including
"controlled by" and "under common control with"), as used with respect to any
corporation, partnership, or association shall
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mean the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policy of a particular corporation,
partnership or association, whether through the ownership of voting securities
or by contract or otherwise. A "successor corporation or partnership" shall
mean any corporation or partnership into which Lessee is merged or with which
Lessee is consolidated or to which all or a substantial portion of Lessee's
assets are transferred.
The consent by Lessor to any assignment or subletting to any party other
than Lessor, including a subsidiary, affiliate or successor corporation or
partnership shall not be construed as a waiver or release of Lessee from the
terms of any covenant or obligation under this Lease, nor shall the collection
or acceptance of rent from any such assignee or subtenant constitute a waiver
or release of Lessee of any covenant or obligation contained in this Lease, nor
shall any such assignment or subletting be construed to relieve Lessee from
giving Lessor said thirty (30) days notice or from obtaining the consent in
writing of Lessor to any further assignment or subletting. In the event that
Lessee defaults hereunder, Lessee hereby assigns to Lessor the rent due from
any subtenant of Lessee and hereby authorizes each such subtenant to pay said
rent directly to Lessor.
Lessee will not mortgage or encumber this Lease without the prior written
consent of Lessor.
9. PRE-OCCUPANCY TENANT WORK
Lessee shall perform all pre-occupancy tenant work on the Demised Premises.
Lessor shall provide only the demising walls for the Demised Premises.
Construction by Lessee of pre-occupancy tenant work on the Demised Premises
shall not commence until (i) this Lease is executed, (ii) the design and
working drawings of all tenant work and installations to be undertaken by
Lessee, certified to by a registered architect or engineer, have been submitted
to and approved in writing by Lessor and Lessor' s architect or supervising
engineer, it being understood that Lessor will diligently review Lessee's
design and working drawings, and (iii) Lessee's contractors have been approved
by Lessor in writing. Lessee shall not make any changes to said design and
working drawings without the written approval of Lessor.
Lessee shall have the right to retain contractors to perform its
pre-occupancy tenant work, subject only to obtaining prior written approval of
Lessor. Approval of a contractor by Lessor, which will not be unreasonably
withheld, shall be based upon the contractor being properly licensed, his
financial posture, experience and past job performance. If a contractor
retained by Lessee and approved by Lessor is a non-union contractor, and said
contractor's retention or presence causes Lessor's general contractor or other
subcontractors present in the Building to experience labor problems, Lessee
agrees to take action as necessary to eliminate said labor problems by (a)
adjusting Lessee's contractor's work schedules, or (b) deferring the work of
Lessee's contractor until the
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general contractor and other subcontractors' work in the Demised Premises and
the Building has been completed, or (c) terminating Lessee' s contractor.
Lessor reserves the right to inspect and approve all pre-occupancy tenant
work performed by Lessee's contractors, and Lessor may correct, at Lessee's
expense, any work defectively performed by Lessee's contractor that, in
Lessor's sole discretion, affects the structure of the Building or the Demised
Premises, or affects the mechanical, plumbing or electrical systems of the
Building or the Demised Premises.
Upon completion of Lessee's pre-occupancy tenant work, Lessee shall submit
to Lessor invoices totalling the costs of all such work plus a waiver of
mechanic's liens by all contractors or subcontractors employed by Lessee.
Lessor shall verify and approve all said invoices and, after inspection and
approval by Lessor of Lessee's pre-occupancy work as specified above, Lessor
shall pay to Lessee a lump sum payment in the amount of Sixty-Two Thousand
Three Hundred Twenty Dollars ($62,320.00), representing a cash allowance for
performance of pre-occupancy tenant work by Lessee. Failure by Lessee or its
contractors to complete pre-occupancy tenant work in the Demised Premises, for
whatever reason or cause, shall in no way or manner delay the Commencement Date
of the Lease or Lessee' s obligation under the Lease, except as specifically
provided for herein.
10. ALTERATIONS
After Lessee's initial occupancy of the Demised Premises and installation
of Lessee's approved pre-occupancy tenant work, Lessee shall make no
alterations, installations, additions or improvements (herein collectively
called Alterations) in or to the Demised Premises or the Building without
Lessor's prior written consent. Consent by Lessor to Lessee's Alterations
shall not be unreasonably withheld, except that Lessor may withhold its consent
for any reason with regard to requested Alterations by Lessee which affect the
structure of the Building or the mechanical, plumbing or electrical systems of
the Building. Lessee, at its sole cost and expense, must provide Lessor with a
copy of the original or revised full floor mechanical and electrical plans for
the floor or floors on which the Alterations are to be made, revised by the
Building architect and engineers to show Lessee's proposed Alterations. If any
such Alterations are made without the prior written consent of Lessor, Lessor
may correct or remove the same, and Lessee shall be liable for any and all
expenses incurred by Lessor in the performance of this work. All Alterations
shall be made at Lessee' s sole expense, at such times and in such manner as
Lessor may designate, and only by such contractors or mechanics as are approved
in writing by Lessor. Approval of contractors or mechanics by Lessor, which
approval will not be unreasonably withheld, shall be based upon the contractors
or mechanics being properly licensed, their financial posture, experience and
past job performance.
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All Alterations to the Demised Premises, whether made by Lessor or Lessee,
and whether at Lessor's or Lessee's expense, or the joint expense of Lessor and
Lessee, shall be and remain the property of Lessor, except that any
Alterations, fixtures or any other property installed in the Demised Premises
at the sole expense of Lessee and with respect to which Lessee has not been
granted any credit or allowance by Lessor, and which can be removed without
causing material damage to the Building or the Demised Premises, shall be and
remain the property of Lessee. Any replacements of any property or
improvements of Lessor, whether made at Lessee's expense or otherwise, shall be
and remain the property of Lessor.
Lessor, at the expiration or earlier termination of the term of the Lease,
may elect to require Lessee to remove all or any part the Alterations made by
Lessee subsequent to the Commencement Date, unless Lessor agrees in writing not
to require the removal of any Alterations at the time Lessor consents to the
Alterations. Removal of Lessee's Alterations shall be at Lessee's cost and
expense and Lessee shall, at its cost and expense, repair any damage to the
Demised Premises or the Building caused by such removal.
Lessee shall remove, at its sole expense, all of Lessee's property,
including Lessee's bank vault, at the expiration or earlier termination of the
Lease. In the event Lessee does not remove Lessee's property at the expiration
or earlier termination of the Lease, such property shall become the property of
Lessor.
In the event Lessee fails to remove its property or the Alterations
requested to be removed by Lessor on or before the expiration, or earlier
termination, of the term of the Lease, then and in such event, Lessor may
remove Lessee's property and Alterations from the Demised Premises at Lessee's
expense and Lessee hereby agrees to reimburse Lessor, as additional rent, for
the cost of such removal together with any and all damages which Lessor may
suffer and sustain by reason of the failure of Lessee to remove the same. Said
amount of additional rent and the cost of Lessor's damages shall be due and
payable upon receipt by Lessee of a written statement of costs from Lessor.
11. MECHANIC'S LIEN
If any mechanic's lien is filed against the Demised Premises, or the
Building of which the Demised Premises are a part, for work claimed to have
been done for Lessee or materials claimed to have been furnished to Lessee,
such mechanic's lien shall be discharged by Lessee, at its sole cost and
expense, within ten (10) days from the date Lessee receives written demand from
Lessor to discharge said lien, by the payment thereof or by filing any bond
required by law. If Lessee shall fail to discharge any such mechanic's lien,
Lessor may, at its option, discharge the same and treat the cost thereof as
additional rent, due and payable upon receipt by Lessee of a written statement
of costs
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from Lessor. It is hereby expressly covenanted and agreed that such discharge
of any mechanic's lien by Lessor shall not be deemed to waive or release Lessee
from its default under the Lease for failing to discharge the same. Lessee
will indemnify and hold harmless Lessor from and against any and all expenses,
liens, claims or damages to person or property which may or might arise as a
result of Lessee undertaking pre-occupancy tenant work in the Demised Premises
at its own cost and under its own control and direction, or making any
Alterations to the Demised Premises.
12. WASTE OF DEMISED PREMISES
Lessee will keep the Demised Premises and the fixtures and equipment
therein in clean, safe and sanitary condition, will take good care thereof,
will suffer no waste or injury thereto, and will, at the expiration or other
termination of the term of this Lease, surrender the same broom clean and in
the same order and condition in which they were on the commencement of the term
of this Lease, ordinary wear and tear and damage by the elements, fire and
other casualty excepted. Lessee shall provide its own cleaning and char
services and supplies. Lessee shall clean, maintain and, where appropriate,
polish all windows and other elements of the Demised Premises which are in
public view, including but not limited to doors, signs and advertisements and,
in the event Lessee shall fail to do so, Lessor shall have the right to clean,
maintain and polish the same, and any charge or cost incurred by Lessor shall
be deemed additional rent due and payable by Lessee upon receipt by Lessee of a
written statement of costs from Lessor.
13. SIGNS AND ADVERTISEMENTS
No sign, advertisement or notice shall be inscribed, painted, affixed or
displayed on any part of the outside or the inside of the Building, including
the windows and doors of the Demised Premises, except a standard building sign
and signs, advertisements and notices which have been approved by Lessor in
writing. Any installation, placement or construction of an approved sign,
advertisement or notice shall be at the sole expense and cost of the Lessee.
Lessor shall have the right to prohibit any published advertisement or notice
of Lessee which in its opinion tends to impair the reputation of the Building
or its desirability as a high-quality office building, and, upon written notice
from Lessor, Lessee shall immediately refrain from and discontinue any such
advertisement or notice.
14. DELIVERIES
All inventory, supplies, furniture and equipment shall be delivered to and
received by Lessee at the loading dock area of the Building and transported to
the Demised Premises through the service corridors. No deliveries of
inventory, supplies, furniture and equipment shall be made from the abutting
street through the front door of the Demised Premises without the prior written
consent of
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Lessor. If Lessor consents to deliveries through the front door of the Demised
Premises, Lessee agrees promptly to remove from the sidewalks adjacent to the
Building or from public areas of the Building, any of the Lessee's inventory,
supplied furniture and equipment there delivered or deposited. All moving of
inventory, supplies, furniture, equipment and other material within the public
areas and in elevators shall be made before 8:00 A.M. or after 6:00 P.M. and
shall be under the direct control and supervision of Lessor who shall, however,
not be responsible for any damage to or charges for moving the same.
15. ENTRY FOR REPAIRS AND INSPECTIONS
Lessee will permit Lessor, or its representative to enter the Demised
Premises, at all reasonable times, without charge therefore to Lessor and
without diminution of the rent payable by Lessee, to examine, inspect and
protect the same, and upon one (1) day written notice, to make such repairs as
in the judgment of Lessor may be deemed necessary to maintain or protect the
Demised Premises or the Building, or to exhibit the same to prospective tenants
during the last one hundred twenty (120) days of the term of this Lease.
Lessor shall use reasonable efforts to minimize interference to Lessee's
business when making repairs, but Lessor shall not be required to perform the
repairs at a time other than during normal working hours.
In the event of an emergency, Lessor may enter the Demised Premises without
notice and make whatever repairs are necessary to protect the Demised Premises
or Building.
16. INSURANCE RATING
Lessee will not conduct or permit to be conducted any activity or place any
equipment in or about the Demised Premises, which will increase in any way the
rate of fire insurance or other insur-ance on the Building; and if any increase
in the rate of fire insurance or other insurance is stated by any insurance
company or by the applicable Insurance Rating Bureau to be due to activity or
equipment in or about the Demised Premises, such statement shall be conclusive
evidence that the increase in such rate is due to such activity or equipment
and, as a result thereof, Lessee shall be liable for such increase. Any cost
to Lessor because of said increase shall be deemed additional rent and shall be
due and payable to Lessor by Lessee upon receipt by Lessee of a written
statement of costs from Lessor. Lessee may contest any insurance rate
increase, at its sole cost and expense, provided such action by Lessee will not
adversely affect the insurance coverage of Lessor.
17. PLATE GLASS INSURANCE
Lessee will, during the full term of this agreement or any renewal or
extension thereof, carry with a standard insurance company, full coverage
insurance on all plate glass in said premises and
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cause same to be replaced if chipped, cracked or broken; said insurance policy
or certificate from Lessee's insurance company to be deposited with Lessor or
his Agent; and such policy shall provide that it shall not be cancelled for any
reason unless and until Lessor or his Agent is given fifteen (15) days' notice
in writing by the insurance company.
18. PUBLIC LIABILITY INSURANCE
Lessee agrees that it will indemnify and save harmless the Lessor from any
and all liability, damage, expense, cause of action, suits, claims, judgments
and cost of defense arising from injury to person or personal property in and
on the Demised Premises or upon any adjoining sidewalks or public areas of the
Building which arise out of the act, failure to act or negligence of Lessee,
its agents or employees. In order to assure such indemnity, Lessee agrees to
carry and keep in full force and effect at all times during the term of this
Lease for the protection of Lessor and Lessee, public liability insurance with
limits of at least One Million Dollars ($1,000,000.00) with respect to injury
or death to any one person and One Million Dollars ($1,000,000.00) with respect
to injury or death to more than one person in any one occurrence, and property
damage insurance with a minimum limit of Fifty Thousand Dollars ($50,000.00).
Public liability insurance shall be obtained from a good and responsible
insurance company. Lessee shall deliver to Lessor a copy of said policy or a
certificate of insurance showing the same to be in force and effect with a
clause requiring not less than fifteen (15) days notice to be given to Lessor
by the insurance company prior to termination of the policy.
19. LESSEE'S EQUIPMENT INCLUDING VAULTS
Lessor shall have the right to prescribe the weight and position of all
heavy equipment and fixtures, including, but not limited to, heavy display
shelves and cabinets, record and file systems, vaults and safes, which Lessee
intends to install or locate within the Demised Premises. Lessee shall deliver
to the Lessor by January 24, 1982, its requirements for additional weight
loading capabilities of the floor slab for any equipment which will exceed the
building's design of 100 pound dead load and 100 pound live load. The
information to be submitted to the Lessor shall include, but not necessarily be
limited to a floor plan indicating the exact location of vaults, safes,
equipment, etc., the manufacturer's data and anticipated load materials to be
stored in the equipment. Lessee shall obtain Lessor's prior review and approval
before installing or locating heavy equipment and fixtures in the Demised
Premises. If Lessor approves such plans in writing, and if installation or
location of such equipment or fixtures, in Lessor's opinion, requires
structural modifications or reinforcement of any portion of the Demised
Premises or the Building, then the Lessor's engineers and contractors shall
make the necessary modifications to the Building. Lessee shall reimburse
Lessor for all costs in excess of standard Building costs related to
construction of the necessary modifications to the Building to accommodate
Lessee's load requirements, including the preparation of special
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specifications and drawings and for all construction and incidental costs, of
standard Building costs. Such modifications or reinforcements shall be
completed prior to Lessee installing or locating such equipment or fixtures in
the Demised Premises. Lessee shall reimburse Lessor within thirty (30) days of
receipt of any statement setting forth those costs.
If the use of Lessee's equipment shall result in electrical demand in
excess of the capacity of the electrical system in the Demised Premises,
additional transformers, distribution panel and wiring may be required and, if
so required, shall be installed by the Lessor at the cost and expense of
Lessee. Lessee shall not install any equipment of any kind or nature whatsoever
which will or may necessitate any changes, replacements or additions to, or in
the use of, the water system, heating-system, plumbing system, air-conditioning
system, or electrical system of the Demised Premises or the Building without
first obtaining prior written consent of Lessor. Business machines and
mechanical equipment belonging to Lessee which cause noise or vibration that
may be transmitted to the structure of the Building or to any space therein to
such a degree as to be objectionable to Lessor or to any tenant in the Building
shall be installed and maintained by Lessee, at Lessee's expense, on vibration
eliminators or other devices sufficient to eliminate such noise and vibration.
20. SERVICES AND UTILITIES
A. Lessor shall be responsible for the following utilities and services
and Lessor's costs for providing said utilities and services shall be
considered operating expenses of the Building:
(1) Water and sewer service at the wet stacks in the Building.
(2) Installation of a separate heating and air-conditioning system for
the Demised Premises.
(3) Maintenance, painting and electricity service for all public areas
in the Building.
B. Lessee shall be responsible for the following utilities and services,
and shall pay all costs and charges incurred:
(1) Installation and maintenance of a separate electric meter for the
Demised Premises, at Lessee's expense, in order to permit separate metering of
Lessee's electricity usage. The charges for electricity used by Lessee in the
Demised Premises measured by Lessee's separate electric meter shall be paid by
Lessee directly to the electric company.
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(2) Cleaning and char services for the Demised Premises, including
window cleaning and trash removal.
(3) Operation, maintenance and repair, including replacement parts, of
heating and air-conditioning system of the Demised Premises.
(4) Installation and maintenance of bathroom facilities as may be
required by applicable District of Columbia codes and regulations, including
appropriate and necessary plumbing to connect the facilities in the Demised
Premises to the wet stacks of the Building.
C. In the event any public utility supplying energy, or any government
law, regulation, executive or administrative order results in a requirement
that Lessor or Lessee must reduce or maintain at a certain level the
consumption of electricity for the Demised Premises or Building, which affects
the heating, air-conditioning, lighting, or hours of operation of the Demised
Premises or Building, Lessor and Lessee shall each adhere to and abide by said
laws, regulations or executive orders without any reduction in rent.
▇. ▇▇▇▇▇▇'▇ inability to furnish any services it is required to furnish
under the provisions of this Lease, or any cessation thereof, shall not render
Lessor liable for damage to either person or property, nor be construed as an
eviction of Lessee, nor, work an abatement of rent, nor relieve Lessee from the
obligation to fulfill any covenant or agreement hereof, but Lessor shall be
obligated to use reasonable diligence in making all repairs, obtaining
replacement parts or installing new equipment if necessary. In the event the
heating, air-conditioning, electric or plumbing systems of the Demised Premises
are adversely affected or cease to function because of any break down or
malfunction of the Building equipment, machinery or electric or plumbing
systems, then Lessor shall use reasonable diligence to repair or replace the
same promptly, but Lessee shall have no claim for rebate of monthly rent or
damages on account of any interruptions in service occasioned thereby or
resulting therefrom.
21. TRASH COLLECTION
Lessor will enter into a trash removal contract for the Building with a
company selected by Lessor. Based upon said trash removal contract, Lessor and
Lessee will mutually agree upon the amount Lessee shall pay Lessor monthly, as
additional rent, for trash removal. In the event Lessor and Lessee cannot
agree upon the amount Lessee will pay Lessor for trash removal, Lessee shall be
responsible for making arrangements for trash collection, subject to the
approval and regulation by Lessor and Lessee shall pay all trash collection
charges.
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22. RESPONSIBILITY FOR CERTAIN DAMAGE AND BREAKAGE
All injury breakage or damage to the Demised Premises or the Building of
which they are a part, done by Lessee or the agents, servants, employees and
visitors of Lessee shall be repaired by Lessor, at the sole expense of Lessee.
Payment of the cost of such repairs by Lessee shall be due as additional rent
with the next installment of monthly rent after Lessee receives a ▇▇▇▇ for such
repairs from Lessor. This provision shall be construed as an additional remedy
granted to the Lessor and not in limitation of any other rights and remedies
which the Lessor has or may have in such circumstances.
23. LIABILITY FOR DAMAGE TO PERSONAL PROPERTY AND PERSON
All personal property of the Lessee, its employees, agents, business
invitees, licensees, customers, clients, family members, guests or trespassers,
in and on said Demised Premises, shall be and remain on the Demised Premises at
their sole risk. Lessor shall not be liable to any such person or party for
any damage to, or loss of personal property arising from any act of any other
persons, or from the leaking of the roof, or from the bursting, leaking or
overflowing of water, sewer or steam pipes, or from heating or plumbing
fixtures, or from electrical wires or fixtures, or from air- conditioning
failure, nor shall Lessor be liable for the interruption or loss to Lessee's
business arising from any of the above described acts or causes, Lessee
especially agreeing to save Lessor harmless in all such cases.
Lessor shall not be liable for any personal injury to Lessee, Lessee's
employees, agents, business invitees, licensees, customers, clients, family
members, guests or trespassers arising from the use, occupancy and condition of
the Demised Premises, unless such party establishes that there has been
negligence or a willful act or failure to act on the part of Lessor, its agents
or employees.
24. DAMAGE TO THE BUILDING AND/OR THE DEMISED PREMISES
Lessor shall obtain and subsequently maintain fire and extended casualty
insurance covering the Building. If the Demised Premises shall be damaged by
fire or other casualty insured against by Lessor's fire and extended coverage
insurance policy covering the Building, and the Demised Premises can be fully
repaired in Lessor's opinion within 180 days from the date of such damage,
Lessor, at Lessor's expense, shall repair such damage; provided, however,
Lessor shall have no obligation to repair any damage to, or to replace Lessee's
non-building standard tenant improvements or any other property located in the
Demised Premises. Except as otherwise provided herein, if the entire Demised
Premises shall be rendered untenantable by reason of any such damage, the
monthly rent shall ▇▇▇▇▇ for the period from the date of such damage to the
date when such damage shall have been repaired, and if only a part of the
Demised Premises shall be so rendered untenantable, then the
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monthly rent shall ▇▇▇▇▇ for such period in the proportion which the area of
the part of the Demised Premises so rendered untenantable bears to the total
area of the Demised Premises; provided, however, if, prior to the date when all
of such damage shall have been repaired, any part of the Demised Premises so
damaged shall be rendered tenantable and shall be used or occupied by Lessee or
any person claiming through or under Lessee, then the amount by which the
monthly rent shall ▇▇▇▇▇ shall be equitably apportioned for the period from the
date of any such use or occupancy to the date when all such damage shall have
been repaired. No compensation or claim or reduction of monthly rent will be
allowed or paid by Lessor by reason of inconvenience, annoyance, or injury to
business arising from the necessity of repairing the Demised Premises or any
portion of the Building of which they are a part.
Notwithstanding the provisions above, if, prior to or during the term of
this Lease (a) the Demised Premises shall be so damaged that in Lessor's
opinion, the Demised Premises cannot be fully repaired within 180 days from the
date the damage occurred, or (b) the Building shall be so damaged by fire or
other casualty that, in Lessor's opinion, substantial repair or reconstruction
of the Building shall be required (whether or not the Demised Premises shall
have been damaged or rendered untenantable), then, in any of such events,
Lessor, at its option, may give to Lessee, within sixty (60) days after such
fire or other casualty, a thirty (30) days' notice of termination of this Lease
and, in the event such notice is given, this Lease shall terminate (whether or
not the term shall have commenced) upon the expiration of such thirty (30) days
with the same effect as if the date of expiration of such thirty (30) days were
the date definitely fixed for expiration of the term of the Lease, and the then
applicable monthly rent shall be apportioned as of such date, including any
rent abatement as provided above.
Lessor shall attempt to obtain and maintain, throughout the term, in
Lessor's fire insurance policies, provisions to the effect that such policies
shall not be invalidated should the insured waive, in writing, prior to a loss,
any or all right of recovery against any party for loss occurring to the
Building. In the event that at any time Lessor's fire insurance carriers shall
exact an additional premium for the inclusion of such or similar provisions,
Lessor shall give Lessee notice thereof, and, if Lessee agrees, in writing, to
reimburse Lessor for such additional premium for the remainder of the term,
Lessor shall require the inclusion of such or similar provisions by Lessor's
fire insurance carriers. So long as such or similar provisions are included in
Lessor's fire insurance policies then in force, Lessor hereby waives (a) any
obligation on the part of Lessee to make repairs to the Demised Premises
necessitated or occasioned by fire or other casualty that is an insured risk
under such policies, and (b) any right of recovery against Lessee, any other
permitted occupant of the Demised Premises, and any of their servants,
employees, agents, or contractors, for any loss occasioned by fire or other
casualty that is an insured risk under such policies. In the event that at any
time Lessor's fire insurance carriers shall not include such or similar
provisions in Lessor's fire insurance policies, the waivers set forth in the
foregoing sentence shall, upon notice given by Lessor
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to Lessee, be deemed of no further force or effect. Except to the extent
expressly provided herein, nothing contained in this Lease shall relieve Lessee
of any liability to Lessor or to its insurance carriers which Lessee may have
under law or the provisions of this Lease in connection with any damage to the
Demised Premises or the Building by fire or other casualty. Notwithstanding
the provisions above, if any such damage, occurring after any date when the
waivers set forth above are no longer in force and effect, is due to the fault
or neglect of Lessee, any person claiming through or under Lessee, or any of
their servants, employees, agents, contractors, visitors or licensees, then
there shall be no abatement of monthly rent by reason of such damage.
Lessee shall obtain and subsequently maintain throughout the term of the
Lease fire and extended casualty insurance, insuring against loss to the
Lessee's tenant improvements and property in and about the Demised Premises.
In addition, Lessee shall attempt to have included, during the term of the
Lease, in Lessee's fire and casualty insurance policies, or in any other type
of insurance policy insuring Lessee's use and occupancy of the Demised Premises
and/or Lessee's business income (and shall cause any other permitted occupants
of the Demised Premises to attempt to obtain in similar policies), provisions
to the effect that such policies shall not be invalidated should the insured
waive, in writing, prior to a loss, any or all right of recovery against any
party for loss occasioned by fire or other casualty which is an insured risk
under such policies. In the event that at any time the fire insurance carriers
issuing such policies shall exact an additional premium for the inclusion of
such or similar provisions, Lessee shall give Lessor notice thereof, and, if
Lessor agrees, in writing, to reimburse Lessee or any person claiming through
or under Lessee, as the case may be, for such additional premium for the
remainder of the term, Lessee shall require the inclusion of such or similar
provisions by such fire insurance carriers. As long as such or similar
provisions are included in such fire insurance policies then in force, Lessee
hereby waives (and agrees to cause any other permitted occupants of the Demised
Premises to execute and deliver to Lessor written instruments waiving) any
right of recovery against Lessor, any lessors under any ground or underlying
leases, any other tenants or occupants of the Building, and any servants,
employees, agents, or contractors of Lessor, or of any such lessor, or of any
such other tenants or occupants, for any loss occasioned by fire or other
casualty which is an insured risk under such policies. In the event that at any
time such fire insurance carriers shall not include such or similar provisions
in any such fire insurance policy, the waiver set forth in the foregoing
sentence shall, upon notice given by Lessee or Lessor, be deemed of no further
force and effect with respect to any insured risks under such policy from and
after the giving of such notice. During any period while the foregoing waiver of
right of recovery is in effect, Lessee, or any other permitted occupant of the
Demised Premises, as the case may be, shall look solely to the proceeds of such
policies to compensate Lessee or such other permitted occupant for any loss
occasioned by fire or other casualty which is an insured risk under such
policies.
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25. DEFAULT OF LESSEE
This Lease shall, at the option of Lessor, cease and terminate if (i)
Lessee shall fail to pay rent including any installment of monthly rent, costs
of preoccupancy tenant work, or any additional rent or other charges, although
no legal or formal demand has been made, and such failure to pay rent shall
continue for a period of five (5) days after written notice has been delivered
by Lessor to Lessee, or (ii) Lessee shall violate or fail to perform any of the
other conditions, covenants or agreements of this Lease made by Lessee, and any
violation or failure to perform any of those conditions, covenants or
agreements shall continue for a period of ten (10) days, after written notice
thereof has been delivered by Lessor to Lessee, or in cases where the violation
or failure to perform cannot be corrected within ten (10) days, Lessee does not
begin to correct the violation or failure to perform within ten (10) days after
receiving Lessor's written notice and/or Lessee thereafter does not diligently
pursue the correction of the violation or failure to perform. Any said
violation or failure to perform or to pay any rent, if left uncorrected, shall
operate as a notice to quit, any further notice to quit or notice of Lessor's
intention to re-enter being hereby expressly waived. Lessor may hereafter
proceed to recover possession under and by virtue of the provisions of the laws
of the District of Columbia or by such other proceedings, including re-entry
and possession, as may be applicable. If Lessor elects to terminate this Lease,
everything herein contained on the part of Lessor to be done and performed
shall cease without prejudice to the right of Lessor to recover from Lessee all
accrued rent up to the time of termination or recovery of possession by Lessor,
whichever is later. Should this Lease be terminated before the expiration of
the term of this Lease by reason of Lessee's default as hereinabove provided,
or if Lessee shall abandon or vacate the Demised Premises before the expiration
or termination of the term of this Lease, the Demised Premises may be relet by
Lessor for a monthly rent and upon such terms as are not unreasonable under the
circumstances and, if the full monthly rent provided for in this Lease shall
not be realized by Lessor, Lessee shall be liable for all damages sustained by
Lessor, including, without limitation, deficiency in rent and other payments,
reasonable attorneys' fees, brokerage fees, and expenses of placing the Demised
Premises in first class rentable condition. Any damage or loss of monthly rent
sustained by Lessor may be recovered by Lessor, at Lessor's option, at the time
of the reletting, or in separate actions, from time to time, as said damage
shall have been made more easily ascertainable by successive relettings, or, at
Lessor's option, may be deferred until the expiration of the term of this
Lease, in which event the cause of action shall not be deemed to have accrued
until the date of expiration of said term. The provisions contained in this
section shall be in addition to and shall not prevent the enforcement of any
claim Lessor may have against Lessee for anticipatory breach of the unexpired
term of this Lease.
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26. REPEATED DEFAULTS
If Lessee shall be in default of this Lease for the same or substantially
the same reason more than twice during any twelve (12) month period during the
term of this Lease, then, at Lessor's election, Lessee shall not have any right
to cure such repeated default, the terms and conditions of the section of this
Lease entitled DEFAULT hereof notwithstanding. In the event of Lessor's
election not to allow a cure of a repeated default, Lessor shall have all of
the rights provided for in this Lease for an uncured default.
27. WAIVER
If Lessor shall institute legal or administrative proceedings against
Lessee and a compromise or settlement thereof shall be made, the same shall not
constitute a waiver of Lessee's obligations to comply with any covenant,
agreement or condition, nor of any of Lessor's rights hereunder. No waiver by
Lessor of any breach of any covenant, condition, or agreement specified herein
shall operate as an invalidation or as a continual waiver of such covenant,
condition or agreement itself, or of any subsequent breach thereof. No payment
by Lessee or receipt by Lessor of a lesser amount than the monthly rent shall
be deemed to be other than on account of the earliest stipulated rent, nor
shall any endorsement or statement on any check or letter accompanying a check
for payment of such rent be deemed an accord and satisfaction and Lessor may
accept such check or payment without prejudice to Lessor's right to recover the
balance of such rent or to pursue any other remedy provided for in this Lease
or in the governing law of the jurisdiction in which the Building is located.
No re-entry by Lessor, and no acceptance by Lessor of keys from Lessee, shall
be considered an acceptance of a surrender of the Lease.
28. SUBORDINATION
This Lease is subject and subordinate to the lien of all and any mortgages
(which term "mortgages" shall include both construction and permanent financing
and shall include deeds of trust and similar security instruments) which may
now or hereafter encumber or otherwise affect the real estate (including the
Building) of which the Demised Premises is a part, or Lessor's leasehold
interest therein, and to all and any renewals, extensions, modifications,
recastings or refinancings thereof. In confirmation of such subordination,
Lessee shall, at Lessor's request, promptly execute any requisite or
appropriate certificate or other document. Lessee hereby constitutes and
appoints Lessor as Lessee's attorney-in-fact to execute any such certificate or
other document for or on behalf of Lessee if Lessee does not execute said
certificate or document within five (5) days from receipt thereof.
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Lessee agrees that in the event that any proceedings are brought for the
foreclosure of any such mortgage, Lessee shall attorn to the purchaser at such
foreclosure sale, if requested to do so by such purchaser. Lessee shall also
recognize such purchaser as the Lessor under this Lease. Lessee waives the
provisions of any statute or rule of law, now or hereafter in effect, which may
give or purport to give Lessee any right to terminate or otherwise adversely
affect this Lease and the obligations of Lessee hereunder in the event that any
such foreclosure proceeding is prosecuted or completed.
If the Building, the Demised Premises or any part respectively thereof is
at any time subject to a mortgage or a deed of trust or other similar
instrument and this Lease or the rentals are assigned to such mortgagee,
trustee or beneficiary and the Lessee is given written notice thereof,
including the post office address of such assignee, then Lessee shall not
terminate this Lease for any default on the part of Lessor without first giving
written notice by certified or registered mail, return receipt requested, to
such Assignee, Attention: Mortgage Loan Department. The notice shall specify
the default in reasonable detail, and afford such assignee a reasonable
opportunity to make performance, at its election, for and on behalf of Lessor.
29. CONDEMNATION
If the whole or a substantial part of the Demised Premises, or the Building
shall be condemned or acquired in lieu of condemnation by any governmental
authority for any public or quasi-public use or purpose, then the term of this
Lease shall cease and terminate as of the date when title vests in such
governmental authority. Lessee shall have no claim against Lessor or the
condemning authority for any portion of the amount of the condemnation award or
settlement that may be claimed as damages by Lessee as a result of such
condemnation or acquisition, or for the value of any unexpired term of the
Lease. Lessee may make a separate claim against the condemning authority for a
separate award for the value of any of Lessee's tangible personal property and
trade fixtures, for moving and relocation expenses and for such business
damages and/or consequential damages as may be allowed by law, provided the
same shall not diminish Lessor's award.
If less than a substantial part of the Demised Premises is condemned or
acquired in lieu of condemnation by any governmental authority for any public
or quasi-public use or purpose, the rent shall be equitably adjusted on the
date when title vests in such governmental authority and the Lease shall
otherwise continue in full force and effect. For purposes of this section, a
"substantial part of the Demised Premises" shall be considered to have been
taken if twenty- five percent (25%) or more of the Demised Premises are
condemned or acquired in lieu of condemnation, or if less than twenty-five
percent (25%) of the Demised Premises is taken and the portion of the Demised
Premises taken renders the entire Demised Premises untenantable for the conduct
of Lessee's business.
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If twenty-five percent (25%) or more of the Building is condemned (whether
or not the Demised Premises shall have been condemned) and Lessor elects to
demolish the remainder of the Building, Lessor may elect to terminate this
Lease.
30. RULES AND REGULATIONS
Lessee, its agents and employees shall abide by and observe the rules and
regulations attached hereto as Exhibit B. Lessee, its agent and employees,
shall abide by and observe such other reasonable rules and regulations from the
time of actual notice as may be promulgated from time to time by Lessor for the
operation and maintenance of the Building provided a copy thereof is sent to
Lessee. Nothing contained in this Lease shall be construed to impose upon
Lessor any duty or obligation to enforce such rules and regulations, or the
terms, conditions or covenants contained in any other lease as against any
other tenant, and Lessor shall not be liable to Lessee for violation of the
same by any other tenant, any other tenant's employees, agents, business
invitees, licensees, customers, clients, family members or guests. Lessor shall
not discriminate against Lessee in the enforcement of any rule or regulation.
31. RIGHT OF LESSOR TO CURE LESSEE'S DEFAULT
If Lessee defaults in the making of any payment to any third party or in
the doing of any act required to be made or done by Lessee, then Lessor may,
but shall not be required to, make such payment or do such act, and the amount
of the expense thereof, if made or done by Lessor, with interest thereon at the
then applicable prime rate of interest per annum as fixed by The ▇▇▇▇▇ National
Bank accruing from the date paid by Lessor, shall be paid by Lessee to Lessor
and shall constitute additional rent hereunder due and payable by Lessee upon
receipt by Lessee of a written statement of costs from Lessor. The making of
such payment or the doing of such act by Lessor shall not operate to cure
Lessee's default nor shall it prevent Lessor from the pursuit of any remedy to
which Lessor would otherwise be entitled.
Any installments of rent, including monthly rent, additional rent, costs of
pre-occupancy tenant work, or other charges to be paid by Lessee, pursuant to
this Lease, which are not paid by Lessee within ten (10) days after the same
becomes due and payable, shall bear interest at the then prime rate of interest
per annum as fixed by The ▇▇▇▇▇ National Bank accruing from the date such
installment or payment became due and payable to the date of payment thereof by
Lessee. Such interest shall constitute additional rent due and payable to
Lessor by Lessee upon the date of payment of the delinquent payment referenced
above.
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32. NO PARTNERSHIP
Nothing contained in this Lease shall be deemed or construed to create a
partnership or joint venture of or between Lessor and Lessee, or to create any
other relationship between the parties hereto other than that of Lessor or
Lessee.
33. NO REPRESENTATIONS BY LESSOR
Neither Lessor nor any agent or employee of Lessor has made any
representations or promises with respect to the Demised Premises or the
Building except as herein expressly set forth, and no rights, privileges,
easements or licenses are acquired by Lessee except as herein set forth.
Lessee, by taking possession of the Demised Premises, shall accept the same in
the then "as is" condition, except for latent defects and punch list items,
said items being those identified in a list delivered to Lessor within five (5)
days after Lessee takes possession of the Demised Premises. Taking of
possession of the Demised Premises by Lessee shall be conclusive evidence that
the Demised Premises and the Building are in good and satisfactory condition at
the time of such taking of possession, as provided for in Exhibit C.
34. BROKERS
Lessor and Lessee each represent and warrant one to another that, except as
hereinafter set forth, neither of them has employed any broker in carrying on
the negotiations relating to this Lease. Lessor shall indemnify and hold
Lessee harmless, and Lessee shall indemnify and hold Lessor harmless, from and
against any claim or claims for brokerage or other commission arising from or
out of any breach of the foregoing representation and warranty by the
respective indemnitors. Lessor recognizes The ▇▇▇▇▇▇ ▇. ▇▇▇▇ Company as its
exclusive agent.
35. WAIVER OF JURY TRIAL
Lessor and Lessee hereby waive trial by jury in any action, proceeding or
counterclaim brought by either of the parties hereto against the other on or in
respect of any matter whatsoever arising out of or in any way connected with
this Lease, the relationship of Lessor and Lessee hereunder, Lessee's use or
occupancy of the Demised Premises, and/or any claim of injury or damage.
36. ENFORCEMENT OF LEASE
In the event Lessor is required or elects to take legal action to enforce
against Lessee the performance of Lessee's obligations under this Lease, then
Lessee shall immediately reimburse
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Lessor for all expenses, including, without limitation, reasonable attorneys'
fees, incurred by Lessor in any such successful legal action.
37. NOTICES
All notices or other communications hereunder shall be in writing and shall
be deemed duly given if delivered in person, by certified mail return receipt
requested, or by registered mail postage prepaid, (i) if to Lessor, ▇/▇ ▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, 1700 Pennsylvania Avenue, N. W., Washington,
D. C., and (ii) if to Lessee, prior to the Commencement Date ▇▇▇▇ ▇ ▇▇▇▇▇▇
▇.▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇., ▇.▇. ▇▇▇▇▇, and at the Demised Premises thereafter.
The party to receive notices and the place notices are to be sent for either
Lessor or Lessee may be changed by notice given pursuant to the provisions of
this section.
38. ESTOPPEL CERTIFICATES
Lessee agrees, at any time and from time to time, upon not less than five
(5) days prior written notice by Lessor, to execute, acknowledge and deliver to
Lessor a statement in writing (i) certifying that this Lease is unmodified and
in full force and effect (or if there have been modifications, that the Lease
is in full force and effect as modified and stating the modifications), (ii)
stating the dates to which the rent and other charges hereunder have been paid
by Lessee, (iii) stating whether or not, to the best knowledge of Lessee,
Lessor is in default in the performance of any covenant, agreement or condition
contained in this Lease, and, if so, specifying each such default of which
Lessee may have knowledge, (iv) stating the address to which notices to Lessee
should be sent and, if Lessee is a corporation, the name of its registered
agent in the jurisdiction in which the Building is located, and (v) agreeing
not to pay rent more than thirty (30) days in advance or to amend the Lease
without the consent of the mortgage lender. Any such statement delivered
pursuant hereto may be relied upon by any owner of the Building, any
prospective purchaser of the Building, any mortgagee or prospective mortgagee
of the Building or of Lessor's interest, or any prospective assignee of any
such mortgage.
39. HOLDING OVER
In the event that Lessee shall not immediately surrender the Demised
Premises on the date of expiration of the term of this Lease or any extension
period thereof, Lessee shall, by virtue of this section, become a lessee by the
month at the monthly rent in effect during the last month of the term of this
Lease. The month to month tenancy shall commence with the first day next after
the expiration of the term of this Lease. Lessee as a month to month tenant
shall continue to be subject to all of the conditions and covenants of this
Lease. Lessee shall give to Lessor at least thirty (30) days' written notice
of any intention to quit the Demised Premises. Lessee shall be entitled to
thirty
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(30) days' written notice to quit the Demised Premises, except in the event of
nonpayment of the monthly rent in advance, in which event Lessee shall not be
entitled to any notice to quit, the usual thirty (30) days' notice to quit
being hereby expressly waived. Any notice given pursuant to this Section may
be given on any day of the month, and such notice period shall commence on such
a day.
Notwithstanding the foregoing provisions of this section, in the event that
Lessee shall hold over after the expiration of the term, or the Lease or
extension period thereof, and if Lessor shall desire to regain possession of
the Demised Premises promptly at the expiration of the term of this Lease, or
extension period thereof, then at any time prior to Lessor's acceptance of rent
from Lessee as a month to month tenant hereunder, Lessor, at its option, may
forthwith re-enter and take possession of the Demised Premises without process,
or by any legal process in force in the jurisdiction in which the Building is
located. Furthermore, in the event Lessee continues to occupy the Demised
Premises after the date of expiration of the term or any extension period and
after receipt of written notice from Lessor that Lessor desires possession of
the Demised Premises upon expiration of the term of this Lease or any extension
period, Lessee hereby agrees to pay to Lessor, as a penalty but not as
liquidated damages, an amount equal to twice the amount of the then applicable
monthly rent including the portion of monthly rent pursuant to the section of
this Lease, entitled RENTAL ESCALATION FOR INCREASES IN OPERATING EXPENSES, for
each month or part of a month Lessee occupies the Demised Premises after the
date of expiration of the term of this Lease or any extension period thereof.
40. CONTINUOUS OPERATION
The Lessee shall keep the premises open for business during the hours of
each business day generally observed by similar banking institutions in the
vicinity of the Demised Premises. During such hours Lessee shall maintain
access to the Demised Premises at the corner of 19th and Eye Streets and from
the Building lobby.
41. APPROVAL OF LESSEE'S DECOR
It is the intent of the Lessor to maintain a high quality of decor
throughout the Building and, in furtherance thereof, Lessee shall submit to
Lessor its plans for both exterior and interior design of the Demised Premises,
including decorations, graphics and furnishings for the Demised Premises, and
Lessee shall not commence construction of any exterior or interior design work
prior to written approval from Lessor of Lessee's design plans, and Lessee
shall not change the design, decoration or furnishings of the Demised Premises
without having first obtained the written consent of Lessor.
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28
42. COVENANTS OF LESSOR
Lessor covenants that it has the right to make this Lease for the term
aforesaid, and that if Lessee shall pay all rents and other payments and
perform all of the covenants, terms and conditions of this Lease to be
performed by Lessee, Lessee shall, during the term hereby created, freely,
peaceably and quietly occupy and enjoy the full possession of the Demised
Premises without molestation or hindrance by Lessor or any party claiming
through or under Lessor.
43. LIEN FOR RENT
In consideration of the mutual benefits arising under this agreement,
Lessee hereby grants to Lessor, a lien on all property of Lessee now or
hereafter placed in or on the premises (except such part of any property as may
be exchanged, replaced, or sold from time to time in the ordinary course of
business operation or trade) and such property shall be and remain subject to
such lien of Lessor for payment of all rent and other sums agreed to be paid by
Lessee herein. Said lien shall be in addition to and cumulative upon the
Lessor's liens provided by law. Said lien shall be second in priority to the
rights of the equipment Lessor under any equipment lease or the rights of the
seller under any conditional sales contract.
44. GENDER
Feminine or neuter pronouns shall be substituted for those of the masculine
form, and the plural shall be substituted for the singular number, in any place
or places herein in which the context may require such substitution or
substitutions.
45. BENEFIT AND BURDEN
The terms and provisions of this Lease shall be binding upon and shall
inure to the benefit of the parties hereto and each of their respective
representatives, successors and assigns. Lessor may freely and fully assign
its interest hereunder.
46. GOVERNING LAW
This Lease and the rights and obligations of Lessor and Lessee hereunder
shall be governed by the laws of the jurisdiction in which the Building is
located.
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47. ADVERTISING AND PROMOTIONAL FUND
Lessor may establish and administer an Advertising and Promotional Fund,
the purpose of which will be to furnish and maintain advertising and promotions
for the benefit of the merchants of International Square, Phases I, II, and
III. Lessor agrees that, if such Fund is established, Lessor will contribute
not less than Fifteen Thousand Dollars ($15,000.00) at the commencement of the
Fund and the same amount at the commencement of each calendar year thereafter.
Lessee agrees that, if Lessor establishes such Fund, Lessee shall pay to the
Advertising and Promotional Fund, as additional rent, an amount equal to
Thirty-Five Cents ($0.35) per square foot of floor area of the Demised Premises
per year, payable by Lessee in equal monthly installments with each payment of
monthly rent.
If the Fund is established, Lessee agrees to participate in all joint
advertising and promotional activities sponsored by the Fund. A committee
composed of a representative of Lessor and one (1) representative from each of
no fewer than four (4) merchant/retail tenants of International Square shall be
formed to consult with and advise Lessor on the advertising and promotional
activities sponsored by the Fund.
All monies contributed to the Fund shall be administered by Lessor and
shall be used solely for the purposes of advertising and promotional services
for International Square, Phases I, II, and III. If at any time after Lessor
establishes the Fund, Lessor decides to terminate the Fund, Lessor may do so
unilaterally. Upon termination of the Fund, Lessor's and Lessee's obligation
to contribute to the Fund shall cease, and Lessor shall return to Lessee
Lessee's proportionate share of any monies remaining in the Fund as of the date
the Fund is terminated.
48. LENDER APPROVAL
The terms and provisions of this Lease are contingent upon the consent of
Lessor's construction and/or permanent lender(s).
49. ENTIRE AGREEMENT
This Lease, together with Exhibits A, B, and C attached hereto and made a
part hereof, contain and embody the entire agreement of the parties hereto, and
no representations, inducements, or agreements, oral or otherwise between the
parties not contained and embodied in said Lease and exhibits, shall be of any
force and effect, and the same may not be modified, changed or terminated in
whole or in part in any manner other than by an agreement in writing duly
signed by all parties hereto.
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IN WITNESS WHEREOF, said Lessor has caused these presents to be signed in
its name by ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇., Managing Venturer, and does hereby constitute
and appoint ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇., its true and lawful Attorney-in-Fact for it
and in its name as such Managing Venturer to acknowledge and deliver these
presents as the act and deed of The Square 106 Associates.
IN WITNESS WHEREOF, said Lessee has caused its corporate name to be signed
hereto by its Chairman of the Board, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Esq., attested to by
its Secretary, and caused its seal to be affixed hereto, and does hereby
appoint as its Attorney-in-Fact ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Esq., to acknowledge
these presents as its act and deed.
LESSOR:
THE SQUARE 106 ASSOCIATES
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. (SEAL)
-----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.,
Managing Venturer
LESSEE:
Attest: CENTURY NATIONAL BANK
/s/ ▇▇▇▇▇▇ [illegible] By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------- ----------------------------------
Secretary Chairman of the Board
SEAL:
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Lessor's Notary Acknowledgment
DISTRICT OF COLUMBIA, to wit:
I, ▇▇▇▇▇▇ ▇. ▇▇▇▇, a Notary Public in and for the District of Columbia, do
hereby certify that ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇., who is personally well known to me as
the person who executed the foregoing and annexed Lease, as a Managing Venturer
of The Square 106 Associates, the Lessor in sale annexed Lease, bearing date on
the 14th day of January, 1982, personally appeared before me in said District
and acknowledged the said Lease to be the act and deed of The Square 106
Associates.
GIVEN under my hand and seal this 1st day of February, 1982.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------
Notary Public, D.C.
My commission expires: November 30, 1986
Lessee' s Notary Acknowledgment
DISTRICT OF COLUMBIA, to wit:
I, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, a Notary Public in and for the District of Columbia, do
hereby certify that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, who is personally well known to me as
the person named as attorney-in-fact for Lessee in the foregoing and annexed
Lease, dated the 14th day of January, 1982, to acknowledge the same, personally
appeared before me in said District and as attorney-in-fact as aforesaid, and
by virtue of the power and authority in him vested by the aforesaid Lease,
acknowledged the same to be the act and deed of Century National Bank, a
corporation, and delivered the same as such.
GIVEN under my hand and seal this 12th day of January, 1982.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------
Notary Public, D.C.
My commission expires: June 14, 1984
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EXHIBIT "A"
[This exhibit is a floor plan of the ground floor of International Square.]
33
EXHIBIT "B"
RULES AND REGULATIONS
1. The sidewalks, entrances, passages, courts, elevators, vestibules,
stairways, corridors or halls or other parts of the Building not occupied by
any Lessee shall not be obstructed or encumbered by any Lessee or used for any
purpose other than ingress and egress to and from the demised premises and if
demised premises are situated on the ground floor of the building the Lessee
thereof shall, at said Lessee's own expense, keep the sidewalks and curb
directly in front of said demised premises clean and free from ice and snow.
Lessor shall have the right to control and operate the public portions of the
Building and the facilities furnished for the common use of' the Lessees in
such manner as Lessor deems best for the benefit of the Lessees generally. No
Lessee shall permit the visit to the demised premises of persons in such
numbers or under such conditions as to interfere with the use and enjoyment by
other Lessees of the entrances, corridors, elevators and other public portions
or facilities of the Building.
2. No awnings or other projections shall be attached to the outside walls
of the Building without the prior written consent of the Lessor. No drapes,
blinds, shades, or screens shall be attached to or hung in, or used in
connection with any window or door of the demised premises, without the prior
written consent of the Lessor. Such awnings, projections, curtains, blinds,
shades, screens or other fixtures must be of a quality, type, design and color,
and attached in the manner approved by Lessor.
3. No sign, advertisement, notice or other lettering shall be exhibited,
inscribed, painted or affixed by any Lessee on any part of the outside or
inside of the demised premises or building without the prior written consent of
the Lessor. In the event of the violation of the foregoing by any Lessee,
Lessor may remove same without any liability, and may charge the expense
incurred by such removal to the Lessee or Lessees violating this rule.
Interior signs on doors and directory tablet shall be inscribed, painted or
affixed for each Lessee by the Lessor at the expense or such Lessee, and shall
be of a size, color and style acceptable to the Lessor.
4. No show cases or other articles shall be put in front of or affixed to
any part of the exterior of the building, nor placed in the halls, corridors or
vestibules without the prior written consent or the Lessor.
5. The water and wash closets and other plumbing fixtures shall not be
used for any purposes other than those for which they were constructed, and no
sweepings, rubbish, rags, or other substances shall be thrown therein. All
damages resulting from any misuse of the fixtures shall be borne by the Lessee
who, or whose servants, employees, agents, visitors or licensees, shall have
caused the same.
34
6. There shall be no marking, painting, drilling into or in any way
defacing any part of the demised premises or the Building. No boring, cutting
or stringing of wires shall be permitted. Lessee shall not construct, maintain,
use or operate within the demised premises or elsewhere within or on the
outside of the Building, any electrical device, wiring or apparatus in
connection with a loud speaker system or other sound system.
7. No bicycles, vehicles or animals, birds or pets of any kind shall be
brought into or kept in or about the premises, and no cooking shall be done or
permitted by any Lessee on said premises. No Lessee shall cause or permit any
unusual or objectionable odors to be produced upon or permeate from the demised
premises.
8. No space in the building shall be used for manufacturing, for the
storage of merchandise, or for the sale of merchandise, goods or property of
any kind at auction.
9. No Lessee shall make, or permit to be made, any unseemingly or
disturbing noises or disturb or interfere with occupants of this or neighboring
buildings or premises of those having business with them whether by the use of
any musical instrument, radio, talking machine, unmusical noise, whistling,
singing, or in any other way. No Lessee shall throw anything out of the doors
or windows or down the corridors stairs.
10. No inflammable, combustible or explosive fluid, chemical or substance
shall be brought or kept upon the demised premises.
11. No additional locks or bulbs of any kind shall be placed upon any of
the doors, or windows by any Lessee, nor shall any changes be made in existing
locks or the mechanism thereof. The doors leading to the corridors or main
halls shall be kept closed during business hours except as they may be used for
ingress or egress. Each Lessee shall, upon the termination of his tenancy,
restore to Lessor all keys of stores, offices, storage, and toilet rooms either
furnished to, or otherwise procured by, such Lessee, and in the event of the
loss of any keys so furnished such Lessee shall pay to the Lessor the cost
thereof.
12. All removals, or the carrying in or out of any safes, freight,
furniture or bulky matter of any description must take place during the hours
which the Lessor or its Agent may determine from time to time. The Lessor
reserves the right to inspect all freight to be brought into the building and
to exclude from the building all freight which violates any of these Rules and
Regulations or the lease of which these Rules and Regulations are a part.
13. Any person employed by any Lessee to do janitor work within the
demised premises must obtain Lessor's consent and such person shall, while in
the Building and outside of said demised premises, comply with all instructions
issued by the Superintendent of the Building. No
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35
Lessee shall engage or pay any employees on the demised premises, except those
actually working for such Lessee on said premises.
14. No Lessee shall purchase spring water, ice, coffee, soft drinks,
towels, or other like service, from any company or persons not approved by the
Lessor.
15. Lessor shall have the right to prohibit any advertising by any Lessee
which, in Lessor's opinion, tends to impair the reputation of the building or
its desirability as a building for offices, and upon written notice from
Lessor, Lessee shall refrain from or discontinue such advertising.
16. The Lessor reserves the right to exclude from the building at all
times any person who is not known or does not properly identify himself to the
building management or watchman on duty. Lessor may at his option require all
persons admitted to or leaving the building between the hours of 6 P.M. and 8
A.M., Monday thru Saturday, Sundays and legal holidays to register. Each
Lessee shall be responsible for all persons for whom he authorizes entry into
or exit out of the building, and shall be liable to the Lessor for all acts of
such persons.
17. The premises shall not be used for lodging or sleeping or for any
immoral or illegal purpose.
18. Each Lessee, before closing and leaving the demised premises at any
time, shall see that all windows are closed and all lights turned off.
19. The requirements of Lessees will be attended to only upon application
at the office of the building. Employees shall not perform any work or do
anything outside of the regular duties, unless under special instruction from
the management of the building.
20. Canvassing, soliciting and peddling in the Building is prohibited and
each Lessee shall cooperate to prevent the same.
21. No water cooler, plumbing or electrical fixtures shall be installed by
any Lessee.
22. There shall not be used in any space, or in the public halls of the
Building, either by any Lessee or by jobbers or others, in the delivery or
receipt of merchandise, any hand trucks, except those equipped with rubber
tires and side guards.
23. Access plates to underfloor conduits shall be left exposed. Where
carpet is installed, carpet shall be cut around access plates. Where Lessee
elects not to provide removable plates in their carpet for access into the
underfloor duct system, it shall be the Lessee's responsibility to pay for the
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36
removal and replacement of the carpet for any access needed into the duct
system at any time in the future.
24. Mats, trash or other objects shall not be placed in the public
corridors.
25. The Lessor does not maintain or clean suite finishes which are
non-standard, such as kitchens, bathrooms, wallpaper, special lights, etc.
However, should the need for repairs arise, the Lessor will arrange for the
work to be done at the Lessee's expense.
26. Drapes installed by the Lessee for their use which are visible from
the exterior of the building must be approved by Lessor in writing and be
cleaned by the Lessee.
27. The Lessor will furnish and install light bulbs for the building
standard flourescent or incandescent fixtures only. For special fixtures the
Lessee will stock his own bulbs, which will be installed by the Lessor when so
requested by the Lessee.
28. Violation of these rules and regulations, or any amendments thereto,
shall be sufficient cause for termination of this Lease at the option of the
Lessor.
29. The Lessor may, upon request by any Lessee, waive the compliance by
such Lessee of any of the foregoing rules and regulations, provided that (i) no
waiver shall be effective unless signed by Lessor or Lessor's authorized agent,
(ii) any such waiver shall not relieve such Lessee from the obligation to
comply with such rule or regulation in the future unless expressly consented to
by Lessor, and (iii) no waiver granted to any Lessee shall relieve any other
Lessee from the obligation of complying with the foregoing rules and
regulations unless such other Lessee has received a similar waiver in writing
from Lessor.
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37
EXHIBIT "C"
DECLARATION AS TO DATE OF DELIVERY
AND ACCEPTANCE OF POSSESSION OF
DEMISED PREMISES
Attached to and made a part of the Lease, dated the 14th day of January,
1982, entered into by and between The Square 106 Associates, as Lessor, and
Century National Bank, as Lessee.
Lessor and Lessee do hereby declare and evidence that possession of the
Demised Premises in its "as is" condition was accepted by Lessee on the 18th
day of January, 1982. The Lease is now in full force and effect. For the
purpose of this Lease, the Commencement Date is established as beginning on the
1st day of January, 1982. As of the date of delivery and acceptance of
possession of the Demised Premises as herein set forth, there is no right of
set-off against rents claimed by Lessee against Lessor.
Lessee, if a corporation, states that its registered agent is ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, Esquire, having an address at ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇▇, D. C. 20006, and that it is a corporation in good standing in the
jurisdiction in which the Building is located.
LESSOR:
THE SQUARE 106 ASSOCIATES
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. (SEAL)
---------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.,
Managing Venturer
LESSEE:
Attest: CENTURY NATIONAL BANK
/s/ ▇▇▇▇▇▇ [illegible] By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------- ---------------------------------
Secretary Chairman of the Board
SEAL:
38
Lease Addendum No. 1
This Lease Addendum No. 1 is made and entered into this 14th day of March,
1984, Associates, hereinafter called "Lessor," and Century National Bank,
hereinafter called "Lessee."
W I T N E S S E T H:
WHEREAS, by Lease dated the 14th day of January, 1982, Lessor leased to
Lessee approximately 3,895 square feet of rentable area on the ground floor of
the office building situated at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. (said
premises hereinafter referred to as the "Demised Premises," and said building
herein-after referred to as the "Building");
WHEREAS, Lessee desires to lease additional rentable area on the metro
level of said building and Lessor agrees to lease said rentable area to Lessee;
WHEREAS, Lessor and Lessee desire to formally reflect their understanding
and agreement whereby Lessee will lease this additional rentable area from
Lessor, and therefore to revise and modify the Lease accordingly, with respect
to the following provisions:
1. Demised Premises
2. Term
3. Rent
4. Rental Escalation for Increases in Expenses
5. Lessee's Improvements
6. Option to Extend
7. Advertising and Promotional Fund
8. Other Terms and Provisions
NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties agree as follows:
1. Demised Premises. Lessee agrees to lease from Lessor, and Lessor
agrees to lease to Lessee additional rentable square feet amounting to
approximately 5,038 square feet of rentable area on the metro level of the
Building, the additional area being identified on the floor plan attached
hereto and made a part hereof as Exhibit A (said rentable area being
hereinafter referred to as "Additional Demised Premises"). The Demised Premises
and the Additional Demised Premises shall be collectively referred to as the
"Demised Premises Expanded," and shall amount to a total rentable area of
approximately 8,933 square feet.
39
Lessee accepts possession of the Additional Demised Premises in its "as is"
condition, as specified in Exhibit B, existing on the date possession is
delivered to Lessee, without requiring any alterations, improvements, or
decorations to be made by Lessor at Lessor's expense, provided that Lessor
agrees to vacuum clean the carpet therein prior to the delivery of the
Additional Demised Premises to Lessee.
Lessee represents that it has thoroughly examined the Building and the
Additional Demised Premises and is aware of and accepts the existing condition
of the Additional Demised Premises and the Building.
2. Term. The term of the Lease with regard to the Additional Demised
Premises shall commence on March 1, 1984 (hereinafter called the "Commencement
Date"), and shall be coterminous with the term of the Lease.
In the event Lessor is unable to deliver possession of the Additional
Demised Premises to Lessee by the Commencement Date, Lessor, its agents, and
employees, shall not be liable or responsible for any claims, damages or
liabilities arising in connection therewith or by reason thereof, nor shall
Lessee be excused or released from this Lease Addendum No. 1, because of
Lessor's inability to deliver the Additional Demised Premises. The Commencement
Date with regard to the Additional Demised Premises shall be extended to the
date Lessor delivers possession of the Additional Demised Premises, and
Lessee's obligations, including rent, pursuant to this Lease Addendum No. 1
shall commence thereon.
When Lessee accepts possession of the Additional Demised Premises, Lessor
and Lessee shall execute the "Declaration as to Date of Delivery and Acceptance
of Possession of Additional Demised Premises," attached hereto as Exhibit D,
which shall specify the Commencement Date.
For the purposes of this Lease Addendum No. 1, the term "Commencement Date"
shall also mean any extended Commencement Date which may be established
pursuant to the operation of the provisions of this section of this Lease
Addendum.
3. Rent: Monthly rent attributable to the Additional Demised Premises
shall be as follows:
MONTHLY RENT FOR
PERIOD ADDITIONAL DEMISED PREMISES
------ ---------------------------
Month of March, 1984* $230.23/day
For calendar months
1 through 24 ($7,137.16/mo.)
40
*April, 1984 is defined as "calendar month 1"
For calendar months
25 through 36 ($7,976 83/mo.)
For calendar months
37 through 48 ($8,816.50/mo.)
For calendar months
49 through 60 ($9,656.16/mo.)
For calendar months
61 through 72 ($10,495.83/mo.)
For calendar months
73 through 84 ($11,335.50/mo.)
For calendar months 85
through the expiration
of the initial term of
the Lease ($12,175.16/mo.)
The obligation to pay monthly rent attributable to the Additional Demised
Premises shall arise as of the Commencement Date as set forth herein.
Notwithstanding the foregoing, provided Lessee is not in default of its
obligations hereunder, Lessor agrees to forgive and ▇▇▇▇▇ monthly rent
attributable to the Additional Demised Premises, for the first two (2) full
calendar months of the initial term of the Lease, the total amount of such
abatement to be equal to the sum of Fourteen Thousand Two Hundred Seventy-four
and 32/100ths Dollars ($14,274.32).
Monthly rent shall be payable as provided for in the Lease. Monthly rent
shall be subject to escalation as provided in the section of the Lease entitled
"RENTAL ESCALATION FOR INCREASES IN EXPENSES," as the same may be amended by
this Lease Addendum. If the obligation of Lessee to pay monthly rent hereunder
begins on a day other than on the first day of a calendar month, monthly rent
from such date until the first day of the following calendar month shall be
prorated at the rate of one-thirtieth (1/30) of the amount of monthly rent
payable for the first full calendar month, for each day, payable in advance.
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41
4. Rental Escalation for Increases in Expenses. Lessee's obligation to
pay as a part of rent for the Demised Premises, its proportionate share of the
increases in operating expenses for the Building as set forth in the section of
the Lease entitled "RENTAL ESCALATION FOR INCREASES IN EXPENSES" shall remain
unchanged.
In addition, Lessee shall also pay to Lessor, as a part of rent for the
Additional Demised Premises, its proportionate share of the increases in
operating expenses for the Building in excess of expenses incurred in calendar
year 1983, such year being hereinafter referred to as the "base year."
Lessee's obligation to pay rental escalations for increases in operating
expenses attributable to the Additional Demised Premises shall begin on the
Commencement Date of this Addendum and shall continue in effect for the entire
term of the Lease. The proportionate share to be so paid by Lessee shall be the
percentage which the total square feet of the Additional Demised Premises bears
to the total square feet of all office and store space in the Building of which
the Additional Demised Premises are a part, which is 1.99%, and the amount of
said percentage to be paid by Lessee shall be the percentage of the calendar
year said Additional Demised Premises were leased by Lessee.
Commencing with the first day of May in calendar year 1985 and on the first
day of May of each calendar year of the Lease thereafter, Lessee will pay to
Lessor as additional rent attributable to the Additional Demised Premises with
monthly rent, one-twelfth (1/12th) of ninety percent (90%) of Lessee's
proportionate share of any increases, over the base year, of operating expenses
during the prior calendar year. Lessee shall continue to make said payment
monthly thereafter on the first day of each calendar month until the amount of
such payment is adjusted on May 1 of the following calendar year because of
increases in Lessee's proportionate share of operating expenses.
Notwithstanding the foregoing, provided Lessee is not in default of its
obligations hereunder, Lessee shall be entitled to an abatement of its
obligation with respect to increases in operating expenses during calendar year
1984 in an amount equal to one-half ( 1/2) of the product of .0199 multiplied
by the difference between operating expenses of the Building during calendar
year 1984 and operating expenses of the Building during the base year. Within
ninety (90) days after the expiration of each calendar year, a firm of
certified public accountants, selected by Lessor, shall audit the books and
records of Lessor and a determination shall subsequently be made by Lessor of
the increases (if any) in the operating expenses of the Building for such
calendar year over the operating expenses of the Building for the base year.
Lessor shall submit to Lessee a statement of the aforesaid determination,
including Lessee's aforesaid proportionate share of such increases. Within
thirty (30) days after the delivery of such statement (including any statement
delivered after the expiration or termination of the term of this Lease),
Lessee shall pay to Lessor an amount equal to its proportionate share of the
amount of the difference between the amount of the increases (if any) in
operating expenses for the calendar year over the base year operating expenses,
less the
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aggregate amount of that portion of the monthly rent paid by Lessee between May
1st and April 30th attributable to payment of increases in operating expenses.
If the aggregate amount of the portion of monthly rent that represents payment
for increases in operating expenses, paid by Lessee during the May 1st through
April 30th period, exceeds Lessee's proportionate share of increases in
operating expenses for the previous calendar year, the excess shall be credited
toward the next payment of monthly rent to be paid by Lessee after Lessee
receives said statement of operating expenses from Lessor. Lessee, at its
expense, shall have the right at all reasonable times to audit Lessor's books
and records relating to this Lease for the base year and for the last three (3)
years for which payments increases in operating expenses become due. Said
operating expenses shall be computed on the accrual basis.
5. Lessee's Improvements. Lessee shall have the right to construct at
its sole cost, a stairway connecting the Demised Premises with the Additional
Demised Premises (said stairway hereinafter referred to as the "Improvements").
Prior to commencement of construction of the Improvements, Lessee's plans must
be approved in writing by Lessor's architect and structural engineer. If
Lessee installs the stairway as aforesaid, Lessee shall be entitled to and
shall receive an additional abatement of monthly rent, in the amount of
Thirty-five Thousand Six Hundred Eighty-five and 80/100 Dollars ($35,685.80).
Such right to said abatement is conditioned upon Lessor having inspected the
Improvements and confirmed that they have been constructed in accordance with
the approved plans and specifications. Such abatement of monthly rent shall
commence on the first day of the calendar month following such inspection.
Provided, however, if Lessor, pursuant to the section of the Lease entitled
"DEFAULT OF LESSEE," terminates the Lease prior to April 30, 1992, Lessee
shall, at its sole expense, remove the Improvements and restore the Demised
Premises Expanded to the condition that existed on the date possession of the
Additional Demised Premises was delivered to Lessee.
6. Option to Extend. The option to extend the terms of the Lease granted
in the section of the Lease entitled "OPTION TO EXTEND" shall, by this Lease
Addendum No. 1, be made applicable to the Demised Premises Expanded as a whole
rather than to the Demised Premises only.
7. Advertising and Promotional Fund. The provisions of the section of the
Lease entitled "ADVERTISING AND PROMOTIONAL FUND" shall by this Lease Addendum
No. 1, be made applicable to the Demised Premises Expanded as a whole rather
than to the Demised Premises only.
8. Other Terms and Provisions. All provisions of the Lease shall be
fully applicable to the Additional Demised Premises and are hereby reaffirmed
as if fully set forth herein. If any provision of Lease Addendum No. 1
conflicts with any provision of the Lease with regard to the Additional Demised
Premises, the provisions of this Lease Addendum No. 1 shall control.
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43
IN WITNESS WHEREOF, said Lessor has caused this Lease Addendum No. 1 to be
signed in its name by ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇., Managing Venturer, and does hereby
constitute and appoint ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇., its true and lawful
Attorney-in-Fact for it and in its name as such Managing Venturer to
acknowledge and deliver this Lease Addendum No. 1 as the act and deed of The
Square 106 Associates.
IN WITNESS WHEREOF, said Lessee has caused its corporate name to be signed
hereto by its President, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, attested to by its Cashier, and
its Attorney-in-Fact ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, to acknowledge this Lease Addendum
No. 1 as its act and deed.
LESSOR:
THE SQUARE 106 ASSOCIATES
By:
---------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
Managing Venturer
LESSEE:
Attest: CENTURY NATIONAL BANK
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------- ---------------------------------
Cashier President
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Lease Addendum No. 2
This Lease Addendum No. 2 is made and entered into this 18th day of
December, 1991, by and between The Square 106 Associates, hereinafter called
"Lessor," and Century National Bank, hereinafter called "Lessee."
W I T N E S S E T H:
WHEREAS, by Lease dated the 14th day of January, 1982, Lessor leased
to Lessee approximately 3,895 square feet of rentable area on the ground floor
of the office building situated at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇.
(said premises hereinafter referred to as the "Demised Premises," and said
building hereinafter referred to as the "Building");
WHEREAS, by Lease Addendum ▇▇. ▇ ("▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇. ▇") dated the
14th day of March, 1984, Lessor leased to Lessee additional rentable area
amounting to approximately 5,038 square feet on the metro level of the Building
(said Lease and Lease Addendum No. 1 hereinafter collectively referred to as
the "Lease" and said additional rentable area, referred to in the Lease
Addendum No. 1 as the "Additional Demised Premises," hereinafter referred to as
the "Metro Level Space").
WHEREAS, Lessee desires to lease additional rentable area on the metro
level of the Building and Lessor agrees to lease said rentable area to Lessee;
WHEREAS, Lessor and Lessee desire to formally reflect their
understanding and agreement whereby Lessee will lease this additional rentable
area from Lessor, and therefore to revise and modify the Lease accordingly,
with respect to the following provisions:
1. Demised Premises
2. Term
3. Rent
4. Rental Escalation for Increases in Expenses
5. Option to Extend
6. Advertising and Promotional Fund
7. Other Terms and Provisions.
NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties agree as follows:
45
1. Demised Premises. Lessee agrees to lease from Lessor, and
Lessor agrees to lease to Lessee additional rentable area amounting to
approximately 248 square feet of rentable area on the metro level of the
Building, the additional area being identified on the floor plan attached
hereto and made a part hereof as Exhibit A (said additional area hereinafter
referred to as the "Additional Metro Level Space"). The Metro Level Space and
the Additional Metro Level Space shall be collectively referred to as the
"Metro Level Space Expanded," and shall amount to a total rentable area of
approximately 5,286 square feet. The Demised Premises and the Metro Level Space
Expanded shall be collectively referred to as the "Demised Premises Enlarged"
and shall amount to a total rentable area of approximately 9,181 square feet.
Lessee accepts possession of the Additional Metro Level Space in its
"as is" condition, as specified in Exhibit B, existing on the date possession
is delivered to Lessee, without requiring any alterations, improvements, or
decorations to be made by Lessor at Lessor's expense.
Lessee represents that it has thoroughly examined the Additional Metro
Level Space and is aware of and accepts the existing condition of the
Additional Metro Level Space.
2. Term. The term of the Lease with regard to the Additional
Metro Level Space shall commence on September 1, 1984 (hereinafter referred to
as the "Commencement Date"), and shall be coterminous with the term of the
Lease.
3. Rent. For purposes of determining Monthly Rent attributable
to the Metro Level Space Expanded, April, 1984 is defined as "calendar Month 1"
(as set forth in the Lease Addendum No. 1). Monthly rent attributable to the
Metro Level Space Expanded shall be as follows:
MONTHLY RENT FOR THE
PERIOD METRO LEVEL SPACE EXPANDED
------ --------------------------
For calendar months
6 through 24 ($7,488.50/mo.)
For calendar months
25 through 36 ($8,369.50/mo.)
For calendar months
37 through 48 ($9,250.50/mo.)
For calendar months
49 through 60 (10,131.50/mo.)
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For calendar months
61 through 72 ($11,012.50/mo.)
For calendar months
73 through 84 ($11,893.50/mo.)
For calendar months 85
through the expiration
of the initial term of
the Lease ($12,774.50/mo.)
The obligation to pay monthly rent attributable to the Metro Level Space
Expanded shall arise as of the Commencement Date of the term with regard to the
Additional Metro Level Space. Monthly rent attributable to the Metro Level
Space Expanded shall be payable as provided for in the Lease and shall be
subject to escalation as provided in the section of the Lease entitled, "RENTAL
ESCALATION FOR INCREASES IN EXPENSES," as the same may be amended by this Lease
Addendum No. 2.
Pursuant to the section of the Lease Addendum No. 1 entitled,
"Lessee's Improvements," Lessor recognizes that Lessee has installed a stairway
connecting the Demised Premises with the Metro Level Space. Pursuant to said
same section of the Lease Addendum No. 1, Lessor hereby agrees to ▇▇▇▇▇ and
forgive the payment of monthly rent for the Metro Level Space Expanded for the
months of June, July, August, September and October of 1985, in the amount of
Thirty-Five Thousand Six Hundred Eighty-Five and 80/100ths Dollars
($35,685.80), plus an additional abatement of One Thousand Seven Hundred
Fifty-Six and 70/100ths Dollars ($1,756.70), reflecting the addition of the
Additional Metro Level Space, for a total abatement of Thirty-Seven Thousand
Four Hundred Forty Two and 50/100ths Dollars ($37,442.50) .
4. Rental Escalation for Increases in Expenses. Lessee's
obligation to pay as a part of rent for the Demised Premises, its proportionate
share of the increases in operating expenses for the Building as set forth in
the section of the Lease entitled, "RENTAL ESCALATION FOR INCREASES IN
EXPENSES" shall remain unchanged.
With the addition to the Metro Level Space of the Additional Metro
Level Space, Lessee's share of increases in operating expenses, as set forth in
the section of the Lease Addendum No. 1 entitled "Rental Escalation for
Increases in Expenses," shall be increased from 1.99% to 2.09%, payable in
accordance with said same section of the Lease Addendum No. 1. Said increase in
the percentage of Lessee's share of increases in Operating Expenses shall
become effective as of the Commencement Date of the term with regard to the
Additional Metro Level Space, and Lessee's share of increases in Operating
Expenses for calendar year 1984 shall be calculated accordingly.
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5. Option to Extend. The option to extend the term of the Lease
granted in the section of the Lease entitled, "OPTION TO EXTEND," shall, by
this Lease Addendum No. 2, be made applicable to the Demised Premises Enlarged.
7. Advertising and Promotional Fund. The provisions of the
section of the Lease entitled, "ADVERTISING AND PROMOTIONAL FUND," shall, by
this Lease Addendum No. 2, be made applicable to the Demised Premises Enlarged.
8. Other Terms and Provisions. All provisions of the Lease shall
be fully applicable to the Additional Metro Level Space and are hereby
reaffirmed as if fully set forth herein. If any provision of this Lease
Addendum No. 2 conflicts with any provision of the Lease with regard to the
Additional Metro Level, Space, the provision of this Lease Addendum No. 2 shall
control.
IN WITNESS WHEREOF, said Lessor has caused this Lease Addendum No. 2
to be signed in its name by ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇., Managing Venturer, to
acknowledge and deliver this Lease Addendum No. 2 as the act and deed of The
Square 106 Associates.
IN WITNESS WHEREOF, said Lessee has caused its corporate name to be
signed hereto by its President, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, attested to by its
Secretary, to acknowledge this Lease Addendum No. 2 as its act and deed.
*Lessor and Lessee acknowledge and agree that prior to the date of this Lease
Addendum No. 2 Lessor and Lessee have abided by the terms and conditions hereof
and fully performed their respective obligations accruing hereunder prior to
the date hereof.
LESSOR:
THE SQUARE 106 ASSOCIATES
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. (SEAL)
---------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
Managing Venturer
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Lessor's Notary Acknowledgment
DISTRICT OF COLUMBIA, to wit:
I, ▇▇▇▇▇▇ ▇. ▇▇▇▇, a Notary Public in and for the District of
Columbia, do hereby certify that ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇., who is personally well
known to me as the person who executed the foregoing and annexed Lease Addendum
No. 2, as Managing Venturer of The Square 106 Associates, Lessor in said
annexed Lease Addendum No. 2, bearing date on the 18th day of December, 1991,
personally appeared before me in said District and acknowledged said Lease
Addendum No. 2 to be the act and deed of The Square 106 Associates and
delivered the same as such.
GIVEN under my hand and seal this 6th day of January 1992.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------
Notary Public, D .C.
My commission expires: November 30, 1996
LESSEE:
Attest: CENTURY NATIONAL BANK
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------- ---------------------------
Secretary Chairman
(Corporate Seal)
Lessee's Notary Acknowledgment
DISTRICT OF COLUMBIA, to wit:
I, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, a Notary Public in and for the District of
Columbia, do hereby certify that ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ who is personally well
known to me to be the person who executed the foregoing and annexed Lease
Addendum No. 2, dated the 18th day of December, 1991, to acknowledge the same,
personally appeared before me in said District and acknowledged the same to be
the act and deed of Century National Bank and delivered the same as such.
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GIVEN under my hand and seal this 18th day of December, 1991.
/s/ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
Notary Public, D.C.
My commission expires: May 14, 1994
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EXHIBIT "B"
LEASE ADDENDUM NO. 2 BY AND BETWEEN
THE SQUARE 106 ASSOCIATES AND CENTURY NATIONAL BANK
Pre-occupancy Tenant Work to be provided by and at the expense of
Lessor and included within the monthly rent:
(NONE)
Lessee accepts possession of the Additional Metro Level Space in its
"as is" condition existing on the date possession is delivered to Lessee,
without requiring any alterations, improvements, or decorations to be made by
Lessor at Lessor's expense.
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LEASE ADDENDUM NO. 3
THIS LEASE ADDENDUM NO. 3 is made and entered into this 12th day of
February, 1992, by and between The Square 106 Associates, a District of
Columbia joint venture, hereinafter called "Lessor," and Century Bancshares,
Inc., a Delaware corporation, hereinafter called "Lessee."
W I T N E S S E T H:
WHEREAS, by Lease dated the 14th day of January, 1982, Lessor leased to
Century National Bank ("Century Bank"), Lessee's predecessor-in-interest,
approximately 3,895 square feet of rentable area on the ground floor of the
office building situated at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇
(said premises hereinafter referred to as the "Ground Floor Demised Premises,"
and said building hereinafter referred to as the "Building");
WHEREAS, by Lease Addendum No. 1 dated the 14th day of March, 1984, Lessor
leased to Century Bank additional rentable area in the Building comprising
approximately 5,038 square feet of rentable area on the metro level of the
Building;
WHEREAS, by Lease Addendum No. 2 dated the 18th day of December, 1991,
Lessor leased to Century Bank approximately 248 square feet of additional
rentable area on the metro level of the Building (said Lease, Lease Addendum
No. 1 and Lease Addendum No. 2 hereinafter collectively referred to as the
"Lease");
WHEREAS, the rentable area on the metro level of the Building is
hereinafter collectively referred to as the "Metro Level Demised Premises," and
shall amount to a total rentable area of five thousand two hundred eighty-six
(5,286) square feet, and the Metro Level Demised Premises and the Ground Floor
Demised Premises are hereinafter collectively referred to as the "Demised
Premises," and shall amount to a total rentable area of nine thousand one
hundred eighty-one (9,181) square feet;
WHEREAS, Lessee is the successor by merger to Century Bank, and Lessee has
assumed all of Century Bank's interest, rights and obligations under the Lease;
WHEREAS, Lessee desires to extend the term of the Lease, and Lessor and
Lessee have agreed upon the terms and conditions whereby the term of the Lease
shall be extended; and
WHEREAS, Lessor and Lessee desire to reflect formally their understanding
and agreement whereby the term of the Lease shall be extended, and therefore to
revise and modify the Lease accordingly, with respect to the following
provisions:
52
1. Term;
2. Use;
3. Rent;
4. Rental Escalation for Increases in Expenses;
5. Option to Extend;
6. Options to Extend;
7. Option to Expand;
8. Alterations;
9. Brokers;
10. Advertising and Promotional Fund; and
11. Other Terms and Provisions.
NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and intending to be legally bound, the parties hereto do
hereby mutually agree as follows:
1. Term.
(A) Subject to and upon the covenants, agreements and conditions of Lessor
and Lessee set forth in the Lease and this Lease Addendum No. 3, the term of
the Lease with respect to the Ground Floor Demised Premises shall be extended
for a period of ten (10) years commencing on May 1, 1992 (hereinafter the
"Extension Commencement Date") and expiring on the 30th day of April, 2002.
Such period shall hereinafter be referred to as "Ground Floor Extension Period
1." In connection therewith, Lessor shall not be obligated to perform any
alterations, improvements or decorations to the Ground Floor Demised Premises.
(B) Subject to and upon the covenants, agreements and conditions of Lessor
and Lessee set forth in the Lease and this Lease Addendum No. 3, the term of
the Lease with respect to the Metro Level Demised Premises shall be extended
for a period of five (5) years commencing on the Extension Commencement Date
and expiring on the 30th day of April, 1997. Said period shall hereinafter be
referred to as "Metro Level Extension Period 1." In connection therewith,
Lessor shall not be obligated to perform any alterations, improvements or
decorations to the Metro Level Demised Premises.
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2. Use.
Lessee may use and occupy the Metro Level Demised Premises for general
office purposes in addition to the use allowed within such space pursuant to
the section of the Lease entitled "USE."
3. Rent.
(A) The monthly rent for the Ground Floor Demised Premises (hereinafter
"Ground Floor Monthly Rent") as of the Extension Commencement Date, which
Lessee hereby agrees to pay monthly in advance to Lessor and Lessor hereby
agrees to accept, shall be as follows:
Period Monthly Rent
------ ------------
May 1, 1992 through April 30, 1997 ($12,496.46)
May 1, 1997 through April 30, 2002 ($14,119.38)
Ground Floor Monthly Rent as specified above shall be payable in
accordance with the payment of monthly rent for the Demised Premises pursuant
to the terms of the section of the Lease entitled "RENT"; provided, however,
Lessor agrees to forgive and ▇▇▇▇▇ the payment of Ground Floor Monthly Rent for
the first three (3) full calendar months of Ground Floor Extension Period 1.
(B) The monthly rent for the Metro Level Demised Premises (hereinafter
"Metro Level Monthly Rent") as of the Extension Commencement Date, which Lessee
hereby agrees to pay monthly in advance to Lessor and Lessor hereby agrees to
accept, shall be as follows:
Period Monthly Rent
------ ------------
May 1, 1992 through April 30, 1997 ($10,131.50)
Metro Level Monthly Rent as specified above shall be payable in
accordance with the payment of monthly rent for the Demised Premises pursuant
to the terms of the section of the Lease entitled "RENT," provided however,
Lessor agrees to forgive and ▇▇▇▇▇ the payment of Metro Level Monthly Rent for
the first five (5) full calendar months of Metro Level Extension Period 1.
(C) Ground Floor Monthly Rent and Metro Level Monthly Rent are hereinafter
referred to collectively as "Monthly Rent," and all references to monthly rent
in the Lease shall be applicable
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54
to Ground Floor Monthly Rent and Metro Level Monthly Rent. In addition to the
payment of Monthly Rent, Lessee shall make payments toward additional rent
provided for in the paragraph of this Lease Addendum No. 3 entitled "Rental
Escalation for Increases In Expenses."
4. Rental Escalation for Increases in Expenses.
(A) Prior to the Extension Commencement Date, Lessee shall continue to pay
additional rent to Lessor pursuant to the section of the Lease entitled "RENTAL
ESCALATION FOR INCREASES IN EXPENSES."
(B) As of the Extension Commencement Date, the provisions of the section
of the Lease entitled "RENTAL ESCALATION FOR INCREASES IN EXPENSES" shall not
apply to the leasing of the Demised Premises from and after the Extension
Commencement Date, and in lieu thereof, the following provisions shall apply to
the leasing of the Demised Premises from and after the Extension Commencement
Date:
"(A) If the Operating Expenses (as defined below) of the Building
increase during any calendar year after calendar year 1992 (hereafter
called the "Base Year"), Lessee shall pay to Lessor, as additional rent,
Lessee's proportionate share of the increase in such Operating Expenses.
Lessee's proportionate share shall be the percentage which the total square
feet of the Demised Premises bears to the total square feet of all office
and retail rentable areas in the Building, which percentage as of the date
of the Extension Commencement Date (as defined in the Lease Addendum No. 3)
is 3.62%. The amount of such percentage to be paid by Lessee for any
calendar year shall be prorated by the percentage of the calendar year the
Demised Premises (or any portion thereof) were leased by Lessee.
(B) The term "Operating Expenses" shall mean (i) any and all expenses,
charges and fees incurred in connection with managing, operating,
maintaining, servicing, insuring and repairing the Building, atrium (if
any) and related exterior appurtenances; and (ii) real estate taxes and ad
valorem taxes, surcharges, special assessments and impositions, general and
special, ordinary and extraordinary, foreseen or unforeseen, of any kind
levied against the Building or land upon which the Building is located, or
in connection with the use thereof (collectively, "Real Estate Taxes").
Any transit, personal property, sales, rental, use, gross receipts and
occupancy tax and other similar charges levied upon Lessor shall also be
deemed Real Estate Taxes included in Operating Expenses. Lessor represents
that the current management fee for the Building is two percent (2%) of the
gross income of the Building. Operating Expenses shall not include (a) the
cost and expenses of capital improvements (except the costs and expenses of
capital improvements reasonably intended
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55
to reduce Operating Expenses or required by public authorities to bring the
Building in compliance with applicable laws or regulations, with the costs
and expenses of those improvements being amortized over the useful life of
those improvements and with only the amortized amount of the costs and
expenses of those improvements attributable to a calendar year being an
element of Operating Expenses in that particular calendar year), of the
cleaning contract as it relates to office suites, of cleaning supplies to
the extent used for office suites, of the elevator maintenance contracts,
of electricity to the extent supplied to office suites, of water to the
extent supplied to office suites, of electrical, HVAC, plumbing, electronic
access control and mechanical supplies and repairs to the extent supplied
to office suites and painting or decoration of other than public and common
areas of the Building, (b) interest and amortization of mortgages or other
debt of Lessor not resulting from an incurred Operating Expense, (c) ground
rent (if any), (d) depreciation of the Building, (e) compensation paid to
officers or executives of Lessor or Agent, (f) leasing commissions, costs
and other expenses, including attorney's fees, incurred in connection with
negotiating leases with tenants, other occupants or potential occupants of
the Building (including Lessee), (g) income or franchise taxes or other
such taxes imposed or measured by Lessor's income from the operation of the
Building, (h) all costs for which Lessor is reimbursed from any source
other than by tenants of the Building under a method or provision similar
or substantially similar to the pro rata provisions of this Lease relating
to Operating Expenses, (i) expenses or costs incurred by Lessor resulting
from the violation by Lessor, or by any tenant of the Building other than
Lessee, of the terms and conditions of any lease or other rental
arrangement for space within the Building, but only to the extent that the
expenses and costs incurred to cure such violation would not otherwise be
deemed Operating Expenses, (j) advertising and promotional expenses
incurred during the leasing or any sale of the Building or an interest
therein and (k) any fines or penalties incurred due to violations by Lessor
or any tenant in the Building other than Lessee of any federal, state or
local law, statute or ordinance, or any rule, regulation, judgment or
decree of any governmental rule or authority, (1) costs for artwork
displayed in the Building, (m) the cost of utilities to tenants which are
separately metered for such utilities and expenses attributable solely to
tenants in the food court of the Building, and (n) general overhead and
administrative expenses of Lessor, except expenses incurred in the
operation of the property management office and related facilities serving
the Building (which office and facilities do not include the corporate
offices of Lessor's Agent).
(C) Lessor shall notify Lessee prior to the beginning of calendar year
1993 and each calendar year thereafter of Lessor's reasonable estimate of the
amount of Operating Expenses (the "Estimated Operating Expenses") that Lessor
likely will incur for the Building during the coming calendar year, and
pursuant to paragraph (D) hereof, shall advise Lessee of the amount of its
Estimated Payments for the coming calendar year.
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(D) Lessee shall pay to Lessor, as additional rent, an amount equal to
one-twelfth (1/12th) of Lessee's proportionate share of the increases in
Estimated Operating Expenses over the Operating Expenses for the Base Year (the
"Estimated Payment"). Lessee shall make its first Estimated Payment on the
first day of January following the Extension Commencement Date. Thereafter,
Lessee shall make its Estimated Payment on the first day of each calendar
month. Lessee shall pay the same amount of the Estimated Payment until the
amount is adjusted, effective the next succeeding January 1, based upon
Lessor's determination of the Estimated Operating Expenses for the following
calendar year.
(E) Within ninety (90) days after the expiration of each calendar year
(including the calendar years in which the Extension Commencement Date and
expiration or earlier termination of the Lease occurs), a firm of certified
public accountants selected by Lessor, shall audit Lessor's books and records
for the Building. Thereafter, Lessor shall determine any increase in the
Operating Expenses for such calendar year over the Operating Expenses for the
Base Year. The Operating Expenses for each calendar year (including the Base
Year) shall be those actually incurred; provided, however, that if the Building
was not at least eighty-five percent (85%) occupied during the entire calendar
year, then only those Operating Expenses that vary according to the occupancy
of the Building shall be adjusted to project the Operating Expenses as if the
Building were eighty-five percent (85%) occupied.
(F) Lessor shall submit to Lessee a statement setting forth Lessor's
determination of (i) any increases in Operating Expenses over the Operating
Expenses for the Base Year; (ii) Lessee's proportionate share of such
increases; and (iii) Lessee's net obligation for such Operating Expenses for
the calendar year ("Lessee's Net Obligation") which reflects the credit of
Lessee's Estimated Payments during the prior calendar year. Lessor shall
endeavor to provide Lessee with such statement no later than April 15th during
each applicable calendar year, but in any event Lessor shall deliver such
statement no later than December 31 of such calendar year. Within thirty (30)
days after the delivery of such statement (including any statement delivered
after the expiration or earlier termination of the Lease), Lessee shall pay
Lessor the full stated amount of Lessee's Net Obligation. If the aggregate
amount of Lessee's Estimated Payments during the prior calendar year exceeds
Lessee's proportionate share of the increases in Operating Expenses, the
excess, at Lessor's option, shall be refunded to Lessee or credited to Lessee's
next Estimated Payment(s) or payment(s) of Monthly Rent, until such excess is
fully refunded to Lessee. Upon Lessee's written request, Lessor agrees to
provide Lessee with a line-item statement of the Operating Expenses for the
Building for the current calendar year.
(G) Lessee, at its expense, may, at reasonable times, audit Lessor's books
and records for the Building relating to Lessor's determination of any increase
or decrease in the Operating Expenses for (i) the calendar year for which
Lessor's current determination is being made, (ii) the two (2) prior
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calendar years, and (iii) the Base Year. In the event that a review performed
by an independent, certified public accounting firm employed by Lessee for such
calendar year shows that Lessee has made an overpayment of its proportionate
share of Operating Expenses (after the annual reconciliation set forth in
paragraph (F) above) then such report shall be reviewed by Lessor and its
accountants. If after reviewing both reports, Lessor and Lessee disagree with
each other's reports, then the respective accounting firms of Lessor and Lessee
shall meet to resolve any mathematical discrepancies between the respective
reports and any difference in classification of costs and expenses as properly
and appropriately included as Operating Expenses in that calendar year. The
resolution of the two auditors or accountants shall be binding upon the
parties. In no event shall any interpretation of any provision of this Lease
by either or both accounting firms be binding upon Lessor or Lessee. In the
event the resolution shows any overpayment, Lessor shall refund the overpayment
within thirty (30) days thereafter. In the event such resolution shows that
Lessor has overstated the aggregate amount of Operating Expenses by five
percent (5%) or more, Lessor shall along with the refund reimburse Lessee for
the reasonable and necessary accounting fees Lessee incurred in its review, to
the extent such costs do not exceed the amount of the overpayment. Lessor
shall compute the Operating Expenses on the accrual basis.
5. Option to Extend.
The section of the Lease entitled "OPTION TO EXTEND" is hereby deleted in
its entirety.
6. Options to Extend.
(A) With regard to the Metro Level Demised Premises, Lessor grants to
Lessee three (3) consecutive options to extend the term of the Lease, each
option being for a period of five (5) years, as set forth below, provided
Lessee exercises each such option as set forth below, and provided further that
Lessee is not in default under the Lease beyond any applicable notice and cure
period either on the date Lessee notifies Lessor of its intent to exercise the
applicable option or at any time thereafter up to and including the date upon
which the applicable extension period is to commence. The extension periods
shall be from May 1, 1997 through April 30, 2002 ("Metro Level Extension Period
2"); from May 1, 2002 through April 30, 2007 ("Metro Level Extension Period
3"); and from May 1, 2007 through April 30, 2012 ("Metro Level Extension Period
4"). Each such five (5) year period may also be hereinafter called "Metro
Level Extension Period."
Lessee may exercise each such option to extend only by serving on Lessor,
no later than fourteen (14) months, nor earlier than twenty (20) months, prior
to the commencement of each applicable Metro Level Extension Period, written
notice of Lessee's intent to exercise the then applicable option to extend.
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The Metro Level Monthly Rent for Metro Level Extension Period 2 shall be
equal to one twelfth (1/12th) of the product of (i) the number of square feet
of rentable area comprising the Metro Level Demised Premises, times (ii)
Twenty-Eight and 00/100ths Dollars ($28.00). Metro Level Monthly Rent for the
first four (4) full calendar months of Metro Level Extension Period 2 shall be
forgiven and abated.
The Metro Level Monthly Rent for Metro Level Extension Period 3 and for
Metro Level Extension Period 4 shall each be determined by the mutual agreement
of Lessor and Lessee within sixty (60) days after the date Lessor receives
Lessee's notice of its election to extend the term of the Lease for the
applicable Metro Level Extension Period. The Metro Level Monthly Rent for each
such Metro Level Extension Period shall be based upon the Market Rent (as
hereafter defined) for the Metro Level Demised Premises. However, the Metro
Level Monthly Rent for Metro Level Extension Period 3 shall be no less than the
Metro Level Monthly Rent in effect during April 2002; and the Metro Level
Monthly Rent for Metro Level Extension Period 4 shall be no less than the Metro
Level Monthly Rent in effect during April 2007.
If Lessor and Lessee are unable to agree within the applicable sixty (60)
day period upon the Market Rent for the Metro Level Demised Premises in order
to determine the Metro Level Monthly Rent for the applicable Metro Level
Extension Period, then the Market Rent (upon which the Metro Level Monthly Rent
for the applicable Metro Level Extension Period will be based) shall be
determined by a board of three (3) licensed real estate brokers. Lessor and
Lessee shall each appoint one (1) broker within ten (10) days after expiration
of the sixty (60) day period, or sooner if mutually agreed upon. The two so
appointed shall select a third within fifteen (15) days after they both have
been appointed. Each broker on said board shall be licensed in the District of
Columbia as a Real Estate Broker, specializing in the field of commercial
leasing in the central business district having no less than ten (10) years
experience in such field, and recognized as ethical and reputable within his or
her field.
Each broker, within fifteen (15) days after the third broker is selected,
shall submit his or her determination of Market Rent. Market Rent shall be the
mean of the two (2) closest rental rate determinations (or the middle of the
three if there are no two closest determinations), and the Metro Level Monthly
Rent for the applicable Metro Level Extension Period shall be based upon the
Market Rent as so determined by the brokers; provided, however, if the Market
Rate determination produces a Metro Level Monthly Rent for Metro Level
Extension Period 3 less than the Metro Level Monthly Rent in effect for April
2002, then the Metro Level Monthly Rent for Metro Level Extension Period 3
shall be the Metro Level Monthly Rent in effect for April 2002; and provided
further, that if the Market Rent determination produces a Metro Level Monthly
Rent for Metro Level Extension Period 4 less than the Metro Level Monthly Rent
in effect during April 2007, then the Metro Level Monthly Rent for Metro Level
Extension Period 4 shall be the Metro Level Monthly Rent in effect for April
2007.
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"Market Rent" shall mean the effective base rent (i.e. taking into account
any tenant concessions which may be in the marketplace, such as, but not
limited to, rent abatements and improvement allowances) that would be received
by landlords reletting space in renewal transactions of quality, size and
location comparable to the Metro Level Demised Premises, in comparable
buildings in the central business district of the District of Columbia for a
comparable term commencing on or about the date of the commencement of the
applicable Metro Level Extension Period, adjusted to reflect that the
provisions of the section of this Lease Addendum No. 3 entitled "Rental
Escalation for Increases in Expenses" shall continue uninterrupted and without
modification and that Metro Level Monthly Rent shall not be adjusted during the
applicable Metro Level Extension Period.
If the Market Rent for any Metro Level Extension Period, determined in
accordance with this section of this Lease Addendum No. 3, is less than the
Metro Level Monthly Rent in effect for the month of April immediately preceding
the commencement of the applicable Metro Level Extension Period, Lessee shall
have the right, at its sole option, to terminate the Lease with regard to the
Metro Level Demised Premises. To exercise this termination option, Lessee
shall serve on Lessor written notice of its election to exercise such
termination option no later than thirty (30) days following the receipt of the
brokers' determination of Market Rent for the applicable Metro Level Extension
Period pursuant to this section. If Lessee exercises its option to terminate
the Lease with regard to the Metro Level Demised Premises as aforesaid, then
notwithstanding anything contained in the Lease or herein to the contrary, the
Lease with regard to the Metro Level Demised Premises shall terminate and
become of no further force or effect on the later of (i) the then applicable
expiration date of the Lease with respect to the Metro Level Demised Premises,
or (ii) the date ("Revised Metro Level Expiration Date") which is the last day
of the twelfth month following the date Lessee serves Lessor with such notice,
except as to obligations of Lessee accruing in each case on or before such
expiration date which shall remain obligations of Lessee until satisfied. If
the Revised Metro Level Expiration Date becomes the effective date of
expiration of the term of the Lease with respect to the Metro Level Demised
Premises, the term of the Lease with regard to the Metro Level Demised Premises
shall automatically be extended for a period commencing on the date the term
would have expired ("Original Metro Level Expiration Date") but for this
paragraph, and expiring on the Revised Metro Level Expiration Date (such period
called the "Limited Metro Level Extension Period"), and all of the terms,
covenants and conditions of the Lease and this Lease Addendum No. 3 shall
remain in full force and effect, except that the Metro Level Monthly Rent for
the Limited Metro Level Extension Period shall equal the Metro Level Monthly
Rent in effect during the last full calendar month immediately preceding the
commencement of the Limited Metro Level Extension Period. The Lease with
regard to the Ground Floor Demised Premises shall be unaffected by any such
termination and shall continue in full force and effect.
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(B) With regard to the Ground Floor Demised Premises, Lessor grants to
Lessee two (2) consecutive options to extend the term of the Lease, each option
being for a period of five (5) years, as set forth below, provided Lessee
exercises each such option as set forth below, and provided further that Lessee
is not in default under the Lease beyond any applicable notice and cure period
either on the date Lessee notifies Lessor of its intent to exercise the
applicable option or at any time thereafter up to and including the date upon
which the applicable extension period is to commence. The extension periods
shall be from May 1, 2002 through April 30, 2007 ("Ground Floor Extension
Period 2"); and from May 1, 2007 through April 30, 2012 ("Ground Floor
Extension Period 3"). Each such five (5) year period may also be called
"Ground Floor Extension Period."
Lessee may exercise each such option to extend only by serving on Lessor,
no later than fourteen (14) months, nor earlier than twenty (20) months, prior
to the commencement of each applicable Ground Floor Extension Period, written
notice of Lessor's intent to exercise the then applicable option to extend.
The Ground Floor Monthly Rent for Ground Floor Extension Period 2 and for
Ground Floor Extension Period 3 shall each be determined by the mutual
agreement of Lessor and Lessee within sixty (60) days after the date Lessor
receives Lessee's notice of its election to extend the term of the Lease for
the applicable Ground Floor Extension Period. The Ground Floor Monthly Rent
for each such Ground Floor Extension Period shall be based upon the Market Rent
(as hereafter defined) for Ground Floor Demised Premises. However, the Ground
Floor Monthly Rent for Ground Floor Extension Period 2 shall be no less then
the Ground Floor Monthly Rent in effect during April 2002; and the Ground Floor
Monthly Rent for Ground Floor Extension Period 3 shall be no less than the
Ground Floor Monthly Rent in effect during April, 2007.
If Lessor and Lessee are unable to agree within the applicable sixty (60)
day period upon the Market Rent for the Ground Floor Demised Premises in order
to determine the Ground Floor Monthly Rent for the applicable Ground Floor
Extension Period, then the Market Rent (upon which the Ground Floor Monthly
Rent for the applicable Ground Floor Extension Period will be based) shall be
determined by a board of three (3) licensed real estate brokers. Lessor and
Lessee shall each appoint one (1) broker within ten (10) days after expiration
of the sixty (60) day period, or sooner if mutually agreed upon. The two so
appointed shall select a third within fifteen (15) days after they both have
been appointed. Each broker on said board shall be licensed in the District of
Columbia as a Real Estate Broker, specializing in the field of commercial
leasing in the central business district having no less than ten (10) years
experience in such field, and recognized as ethical and reputable within his or
her field. Each broker, within fifteen (15) days after the third broker is
selected, shall submit his or her determination of Market Rent. Market Rent
shall be the mean of the two (2) closest rental rate determinations (or the
middle of the three if there are no two (2) closest determinations), and the
Ground Floor Monthly Rent for the applicable ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ shall be based upon the Market Rent as so determined by the brokers;
provided, however, if the Market Rent determination produces a Ground Floor
Monthly Rent for Ground Floor Extension Period 2 less than the round Floor
Monthly Rent in effect for April 2002, then the Ground Floor Monthly Rent for
Ground Floor Extension Period 2 shall be the Ground Floor Monthly Rent in
effect for April, 2002; and provided further, that if the Market Rent
determination produces a Ground Floor Monthly Rent for Ground Floor Extension
Period 3 less than the Ground Floor Monthly Rent in effect during April 2007,
then the Ground Floor Monthly Rent for Ground Floor Extension Period 3 shall be
the Ground Floor Monthly Rent in effect for April 2007.
"Market Rent" shall mean the effective base rent (i.e. taking into account
any tenant concessions which may be in the marketplace, such as, but not
limited to, rent abatements and improvement allowances) that would be received
by landlords reletting space in renewal transactions of quality, size and
location comparable to the Ground Floor Demised Premises, in comparable
buildings in the central business district of the District of Columbia for a
comparable term commencing on or about the date of the commencement of the
applicable Ground Floor Extension Period, adjusted to reflect that the
provisions of the section of this Lease Addendum No. 3 entitled "Rental
Escalation for Increases in Expenses" shall continue uninterrupted and without
modification and that Ground Floor Monthly Rent shall not be adjusted during
the applicable Ground Floor Extension Period.
If the Market Rent for any Ground Floor Extension Period, determined in
accordance with this section of this Lease Addendum No. 3, is less than the
Ground Floor Monthly Rent in effect for the month of April immediately
preceding the commencement of the next applicable Ground Floor Extension
Period, Lessee shall have the right, at its sole option, to terminate the Lease
for the Demised Premises. To exercise this termination option, Lessee shall
serve on Lessor written notice of its election to exercise such termination
option no later than thirty (30) days following the receipt of the brokers'
determination of Market Rent for the applicable Ground Floor Extension Period
pursuant to this section. If Lessee exercises its option to terminate the
Lease as aforesaid, then notwithstanding anything contained in the Lease or
herein to the contrary, the Lease shall terminate and become of no further
force or effect on the later of (i) the then applicable expiration date of the
Lease, or (ii) the date ("Revised Expiration Date") which is the last day of
the twelfth month following the date Lessee serves Lessor with such notice,
except as to obligations of Lessee accruing in each case on or before each
expiration date which shall remain obligations of Lessee until satisfied. If
the Revised Expiration Date becomes the effective date of expiration of the
term of the Lease, the term of the Lease shall automatically be extended for a
period commencing on the date the term would have expired ("Original Expiration
Date") but for this paragraph, and expiring on the Revised Expiration Date
(such period called the "Limited Extension Period"), and all of the terms,
covenants and conditions of the Lease and this Lease Addendum No. 3 shall
remain in full force and effect, except that the Ground Floor Monthly Rent and
the Metro Level Monthly Rent (if applicable)
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for the Limited Extension Period shall equal the Ground Floor Monthly Rent and
the Metro Level Monthly Rent, respectively, in effect during the last full
calendar month immediately preceding the commencement of the Limited Extension
Period.
(C) Lessee's exercise of any option for any Metro Level Extension Period
shall not be a condition precedent to Lessee's right to exercise its option to
extend the term of the Lease for any Ground Floor Extension Period. If Lessee
fails to exercise timely or properly, or elects not to exercise its option to
extend the Lease for any Metro Level Extension Period, then from and after the
expiration of the term of the Lease for the Metro Level Demised Premises, (i)
the Demised Premises shall consist solely of the Ground Floor Demised Premises,
(ii) Lessee's proportionate share of increases in Operating Expenses payable by
Lessee pursuant to the section of this Lease Addendum No. 3 entitled "Rental
Escalation for Increases in Expenses" shall be 1.53%, and (iii) Lessee shall
have no further rights to lease from Lessor, and Lessor shall have no further
obligations to lease to Lessee, the Metro Level Demised Premises.
If Lessee fails to exercise timely or properly, or elects not to exercise
its option to extend for any Ground Floor Extension Period, Lessee shall have
no option to extend the term of the Lease for the Demised Premises, and Lessee
shall have no further rights to lease the Demised Premises from Lessor, and
Lessor shall have no further obligations to lease to Lessee the Demised
Premises after the expiration of the then applicable term of the Lease.
(D) Additional rent for Operating Expenses as set forth in the section of
this Lease Addendum No. 3 entitled "Rental Escalation for Increases in
Expenses" shall continue uninterrupted, through each successive Metro Level
Extension Period set forth in this section, and through each successive Ground
Floor Extension Period set forth in this section. However, Lessee's
proportionate share of increases in Operating Expenses shall be appropriately
adjusted to reflect the then current area of the Demised Premises. All other
terms and provisions of the Lease shall remain in full force and effect during
each Metro Level Extension Period and Ground Floor Extension Period properly
and timely exercised by Lessee.
(E) In the event the brokers' determination system is utilized by Lessor
and Lessee, Lessor and Lessee shall each pay the fee of the broker selected by
it and they shall share equally the payment of the fee of the third broker.
(F) An addendum setting forth the term of the applicable extension period,
the applicable monthly rent and any other appropriate terms and conditions
consistent with this Lease Addendum No. 3 shall be executed by Lessor and
Lessee within ten (10) days after the parties' agreement, or in the
alternative, within thirty (30) days after the brokers' determination of Market
Rent for the applicable extension period.
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(G) This section of Lease Addendum No. 3 shall become null and void and of
no force and effect if Lessee assigns the Lease or subleases any portion of the
Demised Premises to a party other than a subsidiary, affiliate, successor
corporation or partnership (as such terms are defined in the section of the
Lease entitled "ASSIGNMENT AND SUBLETTING").
7. Option to Expand.
Subject and subordinate to the rights of existing tenants of the Expansion
Space (as hereinafter defined) as of the date of this Lease Addendum No. 3,
Lessor grants to Lessee during Metro Level Extension Period 1 an option to
expand the Metro Level Demised Premises to include an area on the metro level
of the Building, having a rentable area of approximately 1,612 square feet
(said area is hereinafter referred to as the "Expansion Space" and is outlined
on Exhibit A-1 attached hereto), provided Lessee exercises this option as set
forth below, and provided further that Lessee is not in default under the Lease
beyond any applicable notice and cure period either on the date Lessee notifies
Lessor of its intent to exercise this option or at any time thereafter up to
and including the commencement date of the term of the Lease with respect to
the Expansion Space (the "Expansion Space Commencement Date"). Except as noted
above, the option to expand granted herein shall be superior to the rights of
all other parties with regard to the leasing or use and occupancy of any or all
of the Expansion Space.
Provided all such existing tenants have either waived or elected not to
exercise any and all rights such tenants may have for the Expansion Space,
Lessor shall notify Lessee in writing at such time during Metro Level Extension
Period 1 as the Lessor is able to lease the Expansion Space to Lessee, and
shall specify the anticipated delivery date of the Expansion Space which date
shall be no earlier than ninety (90) days following the delivery of such notice
from Lessor to Lessee. Lessee may exercise this option to expand only by
delivering written notice to Lessor, no later than ninety (90) days after
Lessee's receipt of Lessor's notice specifying the availability of the
Expansion Space, stating its intent to exercise this option. In such event,
the Expansion Space Commencement Date, and the date Lessor shall deliver
possession of the Expansion Space to Lessee, shall be the date specified in
Lessor's notice to Lessee as provided above. In the event Lessor is unable to
deliver possession of the Expansion Space to Lessee by the date specified in
Lessor's notice, Lessor, its agents and employees, shall not be liable or
responsible for any claims, damages or liabilities arising in connection
therewith or by reason thereof. In such event, Lessee's option to expand shall
remain in effect, and Lessor shall notify Lessee in writing no less than ten
(10) days prior to the date Lessor is able to deliver possession of the
Expansion Space to Lessee. Unless Lessee notifies Lessor of Lessee's desire to
withdraw the exercise of its option to expand in writing and such notice is
received by Lessor within ten (10) days after the specified delivery date, any
delay in the delivery of possession of the Expansion Space beyond the date
specified in Lessor's notice will not excuse or release Lessee from its
obligation to accept possession of the Expansion Space, pay rent for the
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Expansion Space, and perform all of Lessee's obligations under the Lease with
respect to the Expansion Space. The Expansion Space Commencement Date shall be
extended to the earlier of (i) the date Lessor delivers possession of the
Expansion Space, provided Lessor has given Lessee ten (10) days prior written
notice of the date of such delivery, or (ii) the date Lessee enters into
possession of the Expansion Space.
Lessee's exercise of this option to expand shall be subject to the
following conditions:
(i) Lessee shall accept the Expansion Space, as part of the Demised
Premises, in its then "as is" condition;
(ii) the term of the Lease with respect to the Expansion Space shall
commence on the Expansion Space Commencement Date, and said term shall be
coterminous with the term of this Lease as it applies to the Metro Level
Demised Premises and any extension thereof;
(iii) Lessee's obligation to pay monthly rent for the Expansion Space,
in advance, shall commence on the Expansion Space Commencement Date;
(iv) monthly rent for the Expansion Space shall be an amount equal to
the product of the number of square feet of rentable area attributable to the
Expansion Space, multiplied by the Metro Level Monthly Rent per square foot of
rentable area attributable to the Metro Level Demised Premises in effect during
the first full calendar month following the Expansion Space Commencement Date;
(v) the percentage of Lessee's proportionate shares of operating expenses
shall be increased to reflect the addition of the Expansion Space to the
Demised Premises (with the Base Year remaining calendar year 1992), in
accordance with the calculation of such percentages set forth in the section of
the Lease Addendum No. 3 entitled, "Rental Escalation for Increases in
Expenses," such revised percentages to become effective as of the Expansion
Space Commencement Date, with appropriate pro rata adjustments being made in
the calculation of Lessee's proportionate share of Operating Expenses for the
calendar year in which the Expansion Space Commencement Date occurs;
(vi) monthly rent for the Expansion Space shall be abated from and
following the Expansion Space Commencement Date for up to five (5) full
calendar months, provided the actual number of months of abatement of such
monthly rent shall be reduced by the number of lease years of the Lease that
have expired in Metro Level Extension Period 1 at the time the Expansion Space
Commencement Date occurs. By example, and assuming the Extension Commencement
Date is May 1, 1992, if the Expansion Space Commencement Date occurs on June 1,
1995, Lessee shall be
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entitled to two (2) months of abatement of monthly rent attributable to the
Expansion Space; if the Expansion Space Commencement Date occurs on January l,
1995, Lessee shall be entitled to three (3) months of such abatement.
(vii) Lessor shall provide to Lessee an improvement allowance, not to
exceed Forty Thousand Three Hundred and 00/100ths Dollars ($40,300.00), (the
"Expansion Allowance") for (a) the purchase and installation of Lessee's
Alterations within the Expansion Space during the first six (6) full calendar
months following the Expansion Space Commencement Date, and (b) ancillary costs
directly related to Lessee's occupancy of the Expansion Space (including, but
not limited to, furniture purchases and relocation expenses). The Expansion
Allowance shall first be used as a credit to reduce or satisfy any payments due
from Lessee. In the event any portion of the Expansion Allowance remains
unapplied after crediting amounts due from Lessee, Lessee may submit to Lessor,
but on a monthly basis only, invoices for such costs incurred by Lessee under
(a) and (b) above. Lessee shall also provide appropriate signed waivers of
mechanic's liens executed by all contractors or subcontractors installing
Alterations in the Expansion Space or providing other qualified services on
behalf of Lessee. After inspection and approval of the portion of the
Alterations installed as reflected by such invoices, and verification of the
invoices and waivers submitted, Lessor shall pay to Lessee (or any other party
on Lessee's behalf at Lessee's written request) the lesser of (c) the total
amount of such approved invoices or (d) the Expansion Allowance. In no event
however shall Lessor be obligated to reimburse Lessee (or pay to any other
party on Lessee's behalf at Lessee's written request) for any amount, where
Lessor's liability for amounts applied by Lessor or reimbursed exceed in the
aggregate the amount of the Expansion Allowance specified above. In the event
any portion of the Expansion Allowance remains after the first six (6) full
calendar months following the Expansion Space Commencement Date, such remaining
portion shall be credited to Lessee's next due payment(s) of Monthly Rent. In
the event Lessee employs the services of Lessor as a construction manager for
Lessee's Alterations in the Demised Premises, Lessee shall pay to Lessor seven
percent (7%) of the cost of such Alterations installed in the Demised Premises,
such fee being compensation for Lessor's general conditions, overhead and
profit;
(viii) by the exercise of the option to expand the Metro Level Demised
Premises to include the Expansion Space, Lessee shall be deemed to have
exercised its option to extend the term of the Lease for Metro Level Extension
Period 2, pursuant to paragraph (A) of the section of this Lease Addendum No. 3
entitled "Options to Extend";
(ix) for the purposes of this Lease, during any subsequent Metro Level
Extension Period, the Expansion Space shall be deemed part of, and included
within the definition of, the Metro Level Demised Premises; and
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(x) all other terms and conditions of the Lease shall apply to the
Expansion Space, except as the same are specifically modified by the mutual
agreement of Lessor and Lessee.
Within thirty (30) days after Lessee exercises this option, Lessor and
Lessee shall execute an addendum to this Lease setting forth the terms and
conditions for the leasing of the Expansion Space consistent with this Lease
Addendum No. 3.
When Lessee accepts possession of the Expansion Space, Lessor and Lessee
shall execute the "Declaration as to Date of Delivery and Acceptance of
Possession of Expansion Space," attached hereto as Exhibit B, which shall
specify the Expansion Space Commencement Date.
8. Alterations.
(A) Lessor shall provide to Lessee an improvement allowance, not to exceed
One Hundred Ninety Thousand Five Hundred Seventy-Five and 00/l00ths Dollars
($190,575.00) (the "Allowance"), for (i) the purchase and installation of
Lessee's Alterations (as defined in the Lease) within the Demised Premises
during the first six (6) calendar months following the Extension Commencement
Date, and (ii) ancillary costs directly related to Lessee's occupancy of the
Demised Premises (including, but not limited to, furniture purchases and
relocation expenses). Lessee may submit to Lessor, but on a monthly basis
only, invoices for such costs incurred by Lessee under (i) and (ii) above.
Lessee shall also provide appropriate signed waivers of mechanic's liens
executed by all contractors or subcontractors installing Alterations in the
Demised Premises or providing other qualified services on behalf of Lessee.
After inspection and approval of the portion of the Alterations installed as
reflected by such invoices, and verification of the invoices and waivers
submitted, Lessor shall pay to Lessee (or any other party on Lessee's behalf at
Lessee's written request) the lesser of (i) the total amount of such approved
invoices or (ii) the Allowance. In no event however shall Lessor be obligated
to reimburse Lessee (or any other party on Lessee's behalf at Lessee's written
request) for any amount, where Lessor's liability for amounts applied by Lessor
or reimbursed exceed in the aggregate the amount of the Allowance specified
above. In the event a portion of the Allowance remains after the first six (6)
full calendar months following the Extension Commencement Date, such remaining
portion shall be credited to Lessee's next due payment(s) of Monthly Rent. In
the event Lessee employs the services of Lessor as a construction manager for
Lessee's Alterations in the Demised Premises, Lessee shall pay to Lessor seven
percent (7%) of the cost of such Alterations installed in the Demised Premises,
such fee being compensation for Lessor's general conditions, overhead and
profit.
(B) Lessee shall not be required by Lessor to remove (i) the tenant
improvements located in the Ground Floor Demised Premises and the Metro Level
Demised Premises in place as of the date of this Addendum as first hereinabove
set forth, or (ii) the Alterations installed pursuant to
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67
either (a) this paragraph 8 of Addendum No. 3, or (b) subparagraph 7(vii) of
Addendum No. 3, at the expiration or earlier termination of the term of the
Lease; provided that in any case and notwithstanding the foregoing Lessee shall
have the responsibility to remove those tenant improvements unique to Lessee's
banking operations and use, including but not limited to automatic teller
machines, after hours depository and vaults. Lessee will not be required to
remove doors or walls. The provisions of the Lease as to Alterations shall
otherwise cover Lessee's obligations for repairs to the Ground Floor Demised
Premises and the Metro Level Demised Premises where Lessee removes or is
required to remove tenant improvements.
(C) In the event Lessee does not elect to exercise its option to extend
the term of the Lease for the then applicable Metro Level Extension Period, and
provided that Lessee is not in default under the Lease beyond any applicable
notice and cure periods, Lessor will remove, or cause to be removed, the
internal staircase within the Demised Premises, promptly after the expiration
of the term of the Lease with respect to the Metro Level Demised Premises. In
the area of the Ground Floor Demised Premises so affected by such removal,
Lessor shall restore such area with Building standard flooring and floor
covering at Lessor's cost and expense. Lessee shall not be entitled to any
abatement of rent arising from such restoration by Lessor.
(D) Lessee shall have the responsibility to comply with and undertake at
its expense any physical modifications to the Demised Premises required due to
the nature of Lessee's business operations, use of the Demised Premises, or
both, by application of any law, statute, ordinance or regulation.
9. Brokers
Lessor and Lessee each represent and warrant one to another that, except as
hereinafter set forth, neither of them has had any dealings with any broker or
employed any broker with respect to this Lease Addendum No. 3. Lessee
represents that it has employed The Rome Group, Inc. as its broker, and Lessor
represents that it has employed The ▇▇▇▇▇▇ ▇▇▇▇ Company as its broker. Lessor
further agrees to pay the commissions accruing to each identified broker
pursuant to certain outside agreement(s). Lessor shall indemnify and hold
Lessee harmless, and Lessee shall indemnify and hold Lessor harmless, from and
against any claim or claims for brokerage or other commission arising from or
out of any breach of the foregoing representation and warranty by the
respective indemnitors.
10. Advertising and Promotional Fund.
Effective as of the Extension Commencement Date, the section of the Lease
entitled "ADVERTISING AND PROMOTIONAL FUND" is hereby deleted in its entirety.
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11. Other Terms and Provisions.
All provisions of the Lease are hereby reaffirmed as if fully set forth
therein, except as they are modified or restated by the provisions of this
Lease Addendum No. 3. If any provision of this Lease Addendum No. 3 conflicts
with any provision of the Lease, the provision of this Lease Addendum No. 3
shall control. All terms and conditions of the Lease, except as otherwise
stated in this Lease Addendum No. 3, are fully applicable to the Additional
Demised Premises.
IN WITNESS WHEREOF, Lessor and Lessee have caused this Lease Addendum No. 3
to be signed in their names by their duly authorized representatives and
delivered as their act and deed, intending to be legally bound by its terms and
provisions.
LESSOR:
THE SQUARE 106 ASSOCIATES
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
-------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.,
Managing Venturer
DISTRICT OF COLUMBIA, to wit:
I, ▇▇▇▇▇▇ ▇. ▇▇▇▇, a Notary Public in and for the District of Columbia do
hereby certify that ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇., who is personally well known to me as
the person who executed the foregoing and annexed Lease Addendum No. 3, dated
the 12th day of February, 1992, on behalf of the Lessor, to acknowledge the
same, personally appeared before me in said District and acknowledged said
Lease Addendum No. 3 to be the act and deed of The Square 106 Associates, and
delivered the same as such.
GIVEN under the hand and seal this 28th day of February, 1992.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------------
Notary Public, D.C.
My commission expires: November 30, 1996
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LESSEE:
Attest: CENTURY BANCSHARES, INC.
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------ ---------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Acting Secretary Title: President
( Corporate Seal )
The District of Columbia )
) to wit:
---------------------------
)
---------------------------
I, ▇▇▇▇ ▇. ▇▇▇▇▇, a Notary Public in and for the aforesaid jurisdiction do
hereby certify that ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, who is personally well known to me as
the person who executed the foregoing and annexed Lease Addendum No. 3, dated
the 12th day of February, 1992, on behalf of the Lessee, to acknowledge the
same, personally appeared before me in said jurisdiction and acknowledged said
Lease Addendum No. 3 to be the act and deed of Century Bancshares, Inc., and
delivered the same as such.
GIVEN under the hand and seal this 13th day of February, 1992.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
Notary Public
My commission expires: July 31, 1993
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EXHIBIT A
[This exhibit is a floor plan of the ground floor of
International Square indicating with a crosshatch the
existing office space leased to Century Bancshares, Inc.]
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EXHIBIT A-1
[This exhibit is a floor plan of the metro level of International
Square indicating with vertical lines the existing office space
leased to Century Bancshres, Inc. and indicating with a crosshatch
the expansion area being leased under Lease Addendum No. 3.]
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ADDENDUM NO. 4 TO LEASE
THIS ADDENDUM NO. 4 dated the 27th day of October, 1995, by and between
▇▇▇▇ Realty, L.P., a Delaware limited partnership (hereinafter referred to as
"Lessor"), and Century Bancshares, Inc., a Delaware corporation, (hereinafter
referred to as "Lessee").
WHEREAS, by Lease dated the 14th day of January, 1982, The Square 106
Associates, predecessor in interest of Lessor ("Prior Lessor"), leased to
Century National Bank ("Century Bank"), Lessee's predecessor-in-interest,
approximately 3,895 square feet of rentable area on the ground floor of the
office building situated at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇
(said premises hereinafter referred to as the "Ground Floor Demised Premises,"
and said building hereinafter referred to as the "Building");
WHEREAS, by Lease Addendum No. 1 dated the 14th day of March, 1984, Prior
Lessor leased to Century Bank additional rentable area in the Building
comprising approximately 5,038 square feet of rentable area on the metro level
of the Building;
WHEREAS, by Lease Addendum No. 2 dated the 18th day of December, 1991,
Prior Lessor leased to Century Bank approximately 248 square feet of additional
rentable area on the metro level of the Building;
WHEREAS, the rentable area on the metro level of the Building is
hereinafter collectively referred to as the "Metro Level Demised Premises," and
shall amount to a total rentable area of five thousand two hundred eighty-six
(5,286) square feet, and the Metro Level Demised Premises and the Ground Floor
Demised Premises are hereinafter collectively referred to as the "Demised
Premises," and shall amount to a total rentable area of nine thousand one
hundred eighty-one (9,181) square feet;
WHEREAS, Lessee is the successor by merger to Century Bank, and Lessee has
assumed all of Century Bank's interest, rights and obligations under the Lease;
WHEREAS, by Lease Addendum No. 3 dated the 12th day of February, 1992, the
term of the Lease was extended pursuant to the provisions thereof (said Lease,
Lease Addendum No. 1, Lease Addendum No. 2 and Lease Addendum No. 3 hereinafter
collectively referred to as the "Lease");
WHEREAS, Lessor has notified Lessee of the availability of approximately 65
square feet of additional rentable area on the metro level of the Building, and
Lessor and Lessee have successfully negotiated mutually agreeable terms and
conditions for the leasing of said area by Lessee;
73
WHEREAS, Lessor and Lessee desire to formally reflect their understandings
and agreements whereby the Demised Premises will be expanded, and therefore to
revise and modify the Lease accordingly, with respect to the following
provisions:
1. Additional Rentable Area
2. Broker and Agent
3. Other Terms and Provisions
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties agree as follows:
1. ADDITIONAL RENTABLE AREA
Lessee agrees to lease from Lessor, and Lessor agrees to lease to Lessee,
additional rentable square feet amounting to approximately 65 square feet of
rentable area on the metro level of the Building, the additional area being
identified on the attached floor plan and made part of this Addendum No. 4 as
Exhibit A (said rentable area being hereinafter referred to as the "Additional
Rentable Area"). The Demised Premises and the Additional Rentable Area shall be
collectively referred to as the "Demised Premises Expanded", and said amount to
a total rentable area of approximately 9,246 square feet.
Subject to and upon the covenants, agreements and conditions of Lessor and
Lessee set forth herein, or in any Exhibit hereto, the term of the Lease with
respect to the Additional Rentable Area shall commence on November 1, 1995
(hereinafter called the "Additional Rentable Area Commencement Date"), and
shall be coterminous with the term of the Lease as it applies to the Ground
Floor Demised Premises * see page 3.
Lessor shall deliver, and Lessee shall accept, the Additional Rentable Area
in its "as-is" condition.
The initial Monthly Rent for the Additional Rentable Area, as of the
Additional Rentable Area Commencement Date, which Lessee hereby agrees to pay
in advance to Lessor, and Lessor hereby agrees to accept, shall be Four Hundred
Dollars ($400.00). Such Monthly Rent shall, however, be increased on each
November 1, commencing on November 1, 1996, by multiplying the then Monthly
Rent by one hundred three percent (103%). Lessor agrees to ▇▇▇▇▇ such Monthly
Rent in the aggregate amount of One Thousand Two Hundred Dollars ($1,200.00),
such abatement to be applied against such Monthly Rent from November 1, 1995 to
January 31, 1996.
74
As of the Additional Rentable Area Commencement Date, Lessee's
proportionate share of increases in Operating Expenses shall be increased by
0.02%, from 3.62% to 3.64%. Lessee's obligations with respect to 1995 shall be
pro-rated accordingly.
All Alterations to the Additional Rentable Area shall be performed in
accordance with the section of the Lease entitled "ALTERATIONS," and in
connection therewith Lessee shall submit for Lessor's approval all design and
construction documents.
2. BROKER AND AGENT
Lessor and Lessee each represent and warrant one to another that, except as
hereinafter set forth, neither of them has employed any broker in carrying on
the negotiations, or had any dealings with any broker, relating to this
Addendum No. 4. Lessor represents that it has employed ▇▇▇▇ Real Estate
Services as its broker. Lessor, pursuant to a separate agreement, has agreed to
pay the commission of such identified broker. Lessor shall indemnify and hold
Lessee harmless, and Lessee shall indemnify and hold Lessor harmless, from and
against any claim or claims for brokerage or other commission arising from or
out of any breach of the foregoing representation and warranty by the
respective indemnitors.
3. OTHER TERMS AND CONDITIONS
All other provisions of the Lease shall remain in effect and unchanged
except as modified herein, and all terms, covenants and conditions shall remain
in effect as modified by this Addendum No. 4. If any provision of this Addendum
No. 4 conflicts with the Lease, the provisions of this Addendum No. 4 shall
control.
*including options to extend; provided, however, that the options to extend
shall apply separately to the Ground Floor Demised Premises and the
Additional Rentable Area.
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IN WITNESS WHEREOF, Lessor and Lessee have each caused this Addendum No. 4
to be signed in its name under seal by its duly authorized representative and
delivered as its act and deed, intending to be legally bound by all its terms
and conditions.
LESSOR:
▇▇▇▇ REALTY, L.P.
Attest: By: ▇▇▇▇ Realty Corporation
General Partner
/s/ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------- -----------------------------
NAME: ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------- President
TITLE: Vice President, General
---------------------------
Counsel and Corporate Secretary
LESSEE:
Attest: CENTURY BANCSHARES, INC.
By:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------- -------------------------------
NAME: ▇▇▇▇ ▇. ▇▇▇▇▇▇ NAME: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------- --------------------------
TITLE: Senior Vice President/CFO TITLE: Chairman of the Board
-------------------------- ------------------------
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DISTRICT OF COLUMBIA, to wit:
I, ▇▇▇▇▇▇ ▇. ▇▇▇▇, a Notary Public in and for the District of Columbia, do
hereby certify that ▇▇▇▇▇▇ ▇. ▇▇▇▇, who is personally well known to me to be
the person who executed the foregoing and annexed Lease Addendum No. 4, bearing
date on the 27th day of October, 1995, on behalf of Lessor, personally appeared
before me in said District and acknowledged the said Lease Addendum No. 4 to be
the act and deed of ▇▇▇▇ Realty, L.P., and delivered the same as such.
GIVEN under my hand and seal this 9th day of November, 1995.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------
Notary Public, Inc.
My commission expires: November 30, 1996
)
-------------
)
-------------
)
-------------
I, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ , a Notary Public in and for the jurisdiction
aforesaid, do hereby certify that ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, who is personally well
known to me to be the person who executed the foregoing and annexed Lease
Addendum No. 4, dated the 27th day of October,1995, on behalf of Lessee, to
acknowledge the same, personally appeared before me in said jurisdiction and
acknowledged said Lease Addendum No. 4 to be the act and deed of Century
Bancshares, Inc. and delivered the same as such.
GIVEN under my hand and seal this 27th day of October, 1995.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------
Notary Public
My commission expires: April 30, 2000
-5-
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November 13, 1995
▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇
Senior Vice President and Chief Financial Officer
Century Bancshares, Inc.
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Re: Addendum No. 4 to Lease
Century Bancshares, Inc.
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇. ▇.▇.
Dear ▇▇. ▇▇▇▇▇▇:
Enclosed please find your fully executed original of the above-referenced
document.
If you have any questions, please feel free to contact me at (202)
▇▇▇-▇▇▇▇.
Very truly yours,
▇▇▇▇ REAL ESTATE SERVICES
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Director of Retail Leasing
DDO/kac
Enclosure
cc: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ (w/enclosure)
▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ (w/enclosure)
▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (w/enclosure)
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esquire (w/enclosure)
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EXHIBIT A
[This exhibit is a floor plan of the metro level of International Square.]
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79
LEASE ADDENDUM NO. 5
THIS LEASE ADDENDUM NO. 5 ("Addendum No. 5) dated as of the first
(1st) day of June, 1996, by and between ▇▇▇▇ Realty, L.P., a Delaware limited
partnership (hereinafter referred to as "Lessor"), and Century Bancshares,
Inc., a Delaware corporation (hereinafter referred to as "Lessee").
WHEREAS, by Lease dated the 14th day of January, 1982, The Square 106
Associates, Lessor's predecessor-in-interest ("Prior Lessor"), leased to
Century National Bank ("Century Bank"), Lessee's predecessor-in-interest,
approximately 3,895 square feet of rentable area on the ground floor of the
office building situated at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇
(said premises hereinafter referred to as the "Ground Floor Demised Premises,"
and said building hereinafter referred to as the "Building");
WHEREAS, by Lease Addendum No. 1 dated the 14th day of March, 1984,
Prior Lessor leased to Century Bank additional rentable area in the Building
comprising approximately 5,038 square feet of rentable area on the metro level
of the Building;
WHEREAS, by Lease Addendum No. 2 dated the 18th day of December, 1991,
Prior Lessor leased to Century Bank approximately 248 square feet of additional
rentable area on the metro level of the Building (said area together with the
approximately 5,038 square feet of rentable area on the metro level of the
building is collectively referred to as the "Metro Level Demised Premises"
amounting to a total rentable area of approximately 5,286 square feet of
rentable area);
WHEREAS, Lessee is the successor by merger to Century Bank, and Lessee
has assumed all of Century Bank's interest, fights and obligations under the
Lease;
WHEREAS, by Lease Addendum No. 3 dated the 12th day of February, 1992,
the term of the Lease was extended pursuant to the provisions thereof;
WHEREAS, by Addendum No. 4 to Lease dated the 27th day of October,
1995, Lessor leased to Lessee approximately 65 square feet of additional
rentable area on the metro level of the Building (said area hereinafter
referred to as the "Additional Rentable Area");
WHEREAS, the above-described Lease, Lease Addendum No. 1, Lease
Addendum No. 2, Lease Addendum No. 3 and Addendum No. 4 to Lease are
hereinafter collectively referred to as the "Lease";
80
WHEREAS, the Ground Floor Demised Premises, the Metro Level Demised
Premises and the Additional Rentable Area are hereinafter collectively referred
to as the "Demised Premises" and shall amount to a total rentable area of
approximately 9,246 square feet;
WHEREAS, Lessee has requested that the term of the Lease with respect
to the Metro Level Demised Premises be extended for an additional term of five
years, and Lessor, upon receipt of Lessee's request, has agreed to the
requested extension of the term of the Lease upon the terms and conditions
hereinafter set forth in the body of this Addendum No. 5;
WHEREAS, Lessor and Lessee desire to reflect their understandings and
agreements formally whereby the term of the Lease will be extended with respect
to the Metro Level Demised Premises, and therefore to revise and modify the
Lease accordingly, with respect to the following provisions:
1. Term
2. Rent
3. Options to Extend
4. Alterations
5. Option to Partially Terminate
6. Broker and Agent
7. Other Terms and Provisions
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, the parties agree as follows:
1. TERM
The term of the Lease with respect to the Metro Level Demised Premises
shall be extended for a period of five (5) years, such period to commence on
May 1, 1997 (the "Metro Level Extension Period 2 Commencement Date"), and to
expire on April 30, 2002 (the "Metro Level Extension Period 2 Expiration
Date"). This period is hereinafter referred to as the "Metro Level Extension
Period 2."
2. RENT
Effective as of June 1, 1996 (the "Effective Date") Lessee shall pay
to Lessor and Lessor shall accept from Lessee as monthly rent for the Metro
Level Demised Premises (the "Metro Level Monthly Rent"), without setoff,
deduction or demand, the following:
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Annual
Rate Per Rentable
Period Monthly Rent Square Foot
------ ------------ -----------------
June 1, 1996 -May 31, 1997 $ 8,810.00 $ 20.00
June 1, 1997 -May 31, 1998 9,030.25 20.50
June 1, 1998 -May 31, 1999 9,254.91 21.01
June 1, 1999 -May 31, 2000 9,488.37 21.54
June 1, 2000 -May 31, 2001 9,726.24 22.08
June 1, 2001 -April 30, 2002 9,968.52 22.63
3. OPTIONS TO EXTEND
Lessee's rights as set forth in this Addendum No. 5 shall be in lieu
of and in full satisfaction of Lessee's rights with respect to Metro Level
Extension Period 2 as set forth in Addendum No. 3. Lessee's rights with respect
to Metro Level Extension Period 3 and Metro Level Extension Period 4, each as
set forth in Addendum No. 3, shall continue in full force and effect.
4. ALTERATIONS
(A) Lessor, at Lessor's sole expense, shall make the renovations
to the Metro Level Demised Premises described in the space plans and
specifications attached hereto as Exhibit A ("Preliminary Drawing and
Specifications") (the "Renovations"). Lessor's obligations shall include
without limitation, any and all costs associated with the design or
construction of the Renovations, including the costs of permits and licenses
and construction management fees, life safety systems and sprinkler
installations, space planning, engineering architectural and design fees phone
and computer cabling and installation costs, and costs of fixtures,
furnishings, and equipment. As part of the Renovations, and included in the
cost thereof, Lessor shall restore Lessee's HVAC to good working condition for
use in the Metro Level Demised Premises. Lessor currently estimates the costs
of the Renovations shall equal approximately $45,000. Notwithstanding such
estimate, Lessor agrees that it shall be solely responsible for any costs to
perform and complete the Renovations in excess of said estimate except to the
extent such excess costs are caused by changes to the Renovations requested by
Lessee in writing. Notwithstanding anything contained in the Lease to the
contrary, Lessor shall maintain and repair the HVAC system in the Metro Level
Demised Premises, but only to the extent such maintenance and repair is not
covered by the service contract required to be obtained by Lessee for such
system pursuant to the Lease.
(B) All Renovations shall be performed by a general contractor
selected by Lessor in Lessor's discretion ("Lessor's General Contractor"),
shall consist solely of new materials and shall be of good quality and
workmanship. The Renovations shall be purchased and installed by Lessor
-3-
82
or Lessor's General Contractor. All Renovations shall be and shall remain the
property of Lessor. After the Effective Date, any replacement of any property,
fixtures or improvements of Lessor, whether made at Lessee's expense or
otherwise, shall be and shall remain the property of Lessor.
(C) As part of the Renovations, Lessor's staff architect shall
prepare design and architectural drawings which shall be subject to the written
approval of Lessor and Lessee and shall be consistent with the Preliminary
Drawings and Specifications. Lessor shall also prepare mechanical and
electrical working drawings ("Working Drawings"). The Working Drawings shall
be based upon the architectural drawings, and Lessor shall obtain Lessee's
approval of the Working Drawings.
(D) Lessor shall use, and shall cause Lessor's General Contractor
to use, reasonable efforts not to interfere with Lessee's business but shall be
granted access to the Demised Premises during business hours for the purpose of
performing the Renovations. Lessor shall use reasonable efforts to obtain all
necessary permits and licenses for the performance and completion of the
Renovations as soon as reasonably practicable following the execution and
delivery of this Addendum No. 5. Lessor shall use reasonable efforts to cause
Lessor's General Contractor to commence the Renovations within 10 days after
such permits and licenses are issued and to complete the Renovations within 30
days thereafter. In no event shall Lessee be entitled to any rent abatement as
a result of the performance of the Renovations. Lessor shall indemnify and hold
harmless Lessee from any property damage or bodily injury to Lessee, its
employees, agents or customers caused by Lessor or Lessor's General Contractor,
or their respective employees, agents or subcontractors, in the course of
completing the Renovations. In no event will Lessor be responsible for
consequential damages, including but not limited to business interruption.
5. OPTION TO PARTIALLY TERMINATE
Lessee shall have, and is hereby given, the option to terminate this
Lease with respect to the Metro Level Demised Premises at any time during the
term of this Lease, provided Lessee is not in default of its obligation to pay
rent, or of any other material term or condition of this Lease, either on the
date Lessee notifies Lessor of its intent to exercise this option or (at
Lessor's option) at any time up to and including the date upon which the Lease
is to terminate with respect to the Metro Level Demised Premises (the "Metro
Level Demised Premises Termination Date"). Lessee may exercise this option to
terminate only by serving upon Lessor written notice of such election no later
than twelve (12) months prior to the Metro Level Demised Premises Termination
Date (the "Required Election Date"). Lessee shall, as a condition to such
termination, pay to Lessor an "Unamortized Loan Amount Termination Fee" as
hereinafter defined. The Unamortized Loan Amount Termination Fee shall be due
and payable on or before the Metro Level Demised Premises Termination Date, and
the payment thereof shall be a condition of the effectiveness of the
termination of this Lease with respect to the Metro Level Demised Premises.
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The "Unamortized Loan Amount Termination Fee" shall be the
then-current balance of the "Assumed Loan" (as hereinafter defined) as of the
Metro Level Demised Premises Termination Date. The Assumed Loan shall be a
hypothetical loan made by Lessor to Lessee as of the Effective Date. The
original principal amount of the Assumed Loan shall be deemed to be all costs
and expenses incurred by Lessor in connection with the Renovations. Interest
shall be deemed to accrue from time to time on the outstanding principal
balance of the Assumed Loan at an annual rate of eight percent (8%) compounded
monthly. For each full monthly payment of Monthly Rent paid by Lessee to
Lessor, Lessee shall be deemed to have paid concurrently with such monthly
payment to Lessor that amount which, in seventy-one (71) equal consecutive
monthly installments of such amount, would fully amortize the original
principal amount of the Assumed Loan and all interest earned thereon.
In the event Lessee elects to terminate the Lease with respect to the
Metro Level Demised Premises pursuant to this section of the Lease, Lessee
shall, in addition, remain fully obligated for all rent and other charges,
including Lessee's prorated share of increases in Operating Expenses
attributable to the Metro Level Demised Premises and incurred under the Lease
through the Metro Level Demised Premises Termination Date, including amounts
billed subsequent to the Metro Level Demised Premises Termination Date relating
to the period prior thereto.
In the event Lessee properly exercises this option, Lessor shall
prepare and the parties shall execute a Termination of Metro Level Lease
Agreement within thirty (30) days following the date on which Lessee exercises
its option to terminate.
6. BROKER AND AGENT
Lessor and Lessee each represents and warrants one to the other that,
except as hereinafter set forth, it has not employed any broker in carrying on
the negotiations, or had any dealings with any broker, relating to this
Addendum No. 5. Lessor represents that it has employed ▇▇▇▇ Real Estate
Services as its broker. Lessor, pursuant to a separate agreement, has agreed to
pay the commission of such identified broker. Lessor shall indemnify and hold
Lessee harmless, and Lessee shall indemnify and hold Lessor harmless, from and
against any claim or claims for brokerage or other commission arising from or
out of any breach of the foregoing representation and warranty by the
respective indemnitors.
7. OTHER TERMS AND CONDITIONS
All other provisions of the Lease shall remain in effect and unchanged
except as modified herein, and all terms, covenants and conditions shall remain
in effect as modified by this Addendum No. 5. Specifically, this Addendum No. 5
shall have no effect on Lessee's obligations with regard to the Ground Floor
Demised Premises. If any provision of this Addendum No. 5 conflicts with the
Lease, the provisions of this Addendum No. 5 shall control.
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IN WITNESS WHEREOF, Lessor and Lessee have each caused this Addendum
No. 5 to be signed in its name under seal by its duly authorized representative
and delivered as its act and deed, intending to be legally bound by all its
terms and conditions.
LESSOR:
▇▇▇▇ REALTY, L.P.
By: CarrAmerica Realty Corporation
Attest: General Partner
By:
--------------------------- ---------------------------
NAME: ▇▇▇▇▇▇ ▇. ▇▇▇▇
---------------------- President
TITLE:
---------------------
LESSEE:
Attest: CENTURY BANCSHARES, INC.
/s/ F. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------- ----------------------------
NAME: F. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------- Chairman of the Board
TITLE: Corporate Secretary
---------------------
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DISTRICT OF COLUMBIA, to wit:
I, , a Notary Public in and for the District of
-----------------------
Columbia do hereby certify that ▇▇▇▇▇▇ ▇. ▇▇▇▇, who is personally well known
to me to be the person who executed the foregoing and annexed Lease Addendum
No. 5, dated as of the first day of June, 1996, on behalf of Lessor, personally
appeared before me in said District and acknowledged the said Lease Addendum
No. 5 to be the act and deed of ▇▇▇▇ Realty, L.P., and delivered the same as
such.
GIVEN under my hand and seal this day of ,1996.
--------- --------------------
-------------------------------
Notary Public
My commission expires:
---------------------
District of Columbia )
)
--------------------------
)
--------------------------
I, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, a Notary Public in and for the jurisdiction
aforesaid, do hereby certify that ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, who is personally well
known to me to be the person who executed the foregoing and annexed Lease
Addendum No. 5, dated as of the first day of June, 1996, on behalf of Lessee,
to acknowledge the same, personally appeared before me in said jurisdiction and
acknowledged said Lease Addendum No. 5 to be the act and deed of Century
Bancshares, Inc. and delivered the same as such.
GIVEN under my hand and seal this 1st day of October, 1996.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------
Notary Public
My commission expires: April 30, 2000
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