INDENTURE OF LEASE
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EAGLEWOOD SHOPS
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THIS
INDENTURE OF LEASE made as of the 24th day of February, 2005, by
and
between EAGLEWOOD PROPERTIES, LLC, a
Massachusetts limited liability company
having a mailing address P.O. Box 337
Topsfield, MA 01983 (hereinafter referred
to as the "Landlord"), of the one part, and
the tenant named in Section 1.1(a)
below (hereinafter referred to as the
"Tenant"), of the other part.
W I T N E S S E T H:
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ARTICLE I.
Basic Data
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Section 1.1. The following sets forth basic data hereinafter
referred to
in this lease, and, where appropriate,
constitute definitions of the terms
hereinafter listed.
(a)
The Tenant: Georgetown Savings Bank, a federally chartered
savings
bank with a last and usual place of
business of 2 East Main Street, Georgetown,
MA 01833
(b) Present
Mailing Address of the Tenant 2 East Main Street,
Georgetown, MA 01833
(c)
The Tenant's Trade Name: Georgetown Savings Bank
(d) Lease Term:
Commencing on the
Commencement Date (as
that term is
herein defined) and expiring on January 31,
next following the 10th anniversary
of the Commencement Date.
(e)
Commencement Date: Such date as is determined pursuant to Section
3.2
hereof.
(f)
Minimum Rent Payment:
Year
Annual Minimum Rent
Monthly Minimum Rent
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1-5
$102,200.00
$8,516.67
6-10
$117.530.00
$9,794.17
(g) Intentionally Omitted.
(h) Use: Only as a Savings Bank and related financial services and for
no other purpose, without the express consent of the
landlord, which shall
not
be unreasonably withheld.
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(i) Security Deposit: None
(j) Guarantor of the Tenant's Obligations: None
(k) Anticipated Delivery Date: May 2005
ARTICLE II.
Premises
Section 2.1. The
Landlord hereby
leases to the Tenant
and the Tenant
hereby leases from the Landlord, upon and
subject to the terms and provisions of
this lease, the premises (hereinafter referred to as the "demised
premises")
shown on Exhibit "A" hereto annexed and
made a part hereof as Georgetown Savings
Bank containing approximately 4,140 square feet of total area
and containing
approximately 2,437 square feet of interior floor area, (as may be varied
depending upon the number of approved drive
through tellers, not to exceed two),
in the area designated "Eaglewood Shops" on said Exhibit
"A". The Eaglewood
Shops includes the shopping center located
in the Town of North Andover, County
of Essex, Commonwealth of Massachusetts, the initial boundaries of which are
delineated on said Exhibit "A". For
purposes of this lease, the demised premises
shall include the drive through teller
areas, driveways and
structures as shown
on the attached exhibit "A". Prior to the Commencement Date, the Tenant's
Architect shall measure the premises to determine
the actual area of the drive
through, the total area of the interior of
the premises and the total combined
area. The interior premises shall be measured from
the exterior of the outside
walls and from the center of common demising walls. Subject to Landlord's
consent, these determinations shall be
reduced to writing and made an Exhibit to
this original lease and any counterparts.
The measurements in said Exhibit shall
control in the determination of the Tenant's share of common
area expenses and
additional rent hereunder.
Excepting and reserving to the Landlord the roof and exterior
walls of
the building or buildings of which the
demised premises are a
part; and further
reserving to the Landlord the right to place above the
dropped ceiling
and/or
below the finished floor in the demised
premises (in such manner as to reduce to
a minimum the interference with the Tenant's use of the demised premises)
utility lines, pipes, and the like, to serve
premises other than
the demised
premises, and to replace and maintain and
repair such utility lines, pipes and
the like in, over and upon the demised
premises as may have
been installed
in
said building or buildings. Any such right
to install or place utilities and the
like above the ceiling of the demised
premises shall take
into account Tenant's
requirements and those of its regulators,
insurers and consultants regarding the
security of its site as a bank. Except in
the case of an emergency, which shall
mean immediate peril of human life or property,
in which event
Landlord shall
attempt if reasonably possible to give Tenant telephone
notice, (Tenant shall
furnish an emergency phone list to Landlord
which it shall update as necessary),
any access to said space shall only be on
notice to and with the express consent
of the Tenant. The Tenant shall have the
right to place such alarms and security
devices in this area as it shall see fit.
The Tenant
shall not be
required to
provide the landlord with any codes or
other relevant
information in regard
to
said security devices, but will cooperate with the landlord to
give access on
reasonable request.
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ARTICLE III.
Term of Lease
Section 3.1. TO HAVE AND TO HOLD the demised premises unto the Tenant
for the term specified in Section 1.1(d) hereof, as may be extended, unless
sooner terminated as provided herein.
Section 3.2. The term hereof shall commence on the earlier to occur
of
the following dates (the "Commencement Date"): (i) 120 days after delivery of
the Demised Premises by Landlord; or (ii) the date that the Tenant
first opens
for business in the demised premises. It shall be a condition of the
Commencement Date that the common areas of the Shopping Center shall be
substantially complete so as to permit Tenant to open its business in the
demised premises. The parties hereto agree,
upon demand of the other, to execute
a supplemental instrument expressing the Commencement
Date of the term
hereof
when the Commencement Date has been determined. Tenant agrees that upon
execution of this Lease, it shall
diligently pursue the obtaining of all permits
required for the construction and operation of the demised premises in
accordance with the following schedule:
(a) Tenant
shall supply construction drawings, including the Drive
through teller area
and related
structures
for Landlord's
approval no later than March 15, 2005 ;
(b) Landlord
shall provide tenant with its written
approval or
disapproval of tenant's construction drawings within 10
days.
In the event that the
landlord does not
approve the drawings
as submitted,
the Landlord
shall provide the Tenant with a
written explanation
of the portions of the
drawings that it
does
not approve. Any such review shall be at the sole expense
of the Landlord.
(b) Within 10
days following
Landlord's
approval, Tenant shall
file all documents necessary with the Town of North Andover to
obtain a building permit for the performance of Tenant's work.
In the event
that the Tenant discovers any latent defect in the
premises that causes a material delay in
Tenant's construction
and that is not
of Tenant's creation, Tenant shall be
entitled to extend the completion date for
a period of time that the defect causes a
delay in Tenant's construction.
The Tenant shall have the right to terminate the provisions of this
lease if the landlord has not delivered the
property within twelve months of the
execution of this lease agreement. If the premises are destroyed by fire or
other casualty and are not restored to
deliverable
condition by a date
twelve
months from the date of this lease
agreement the tenant shall have a right to
terminate the provisions of this lease. In each case the right to
terminate
shall be exercised in writing within 30
days of the date that it accrues and any
such termination shall be without recourse
to either party.
Section 3.3.
The Tenant,
prior to the
Commencement
Date, shall be
permitted to install fixtures and other
equipment, and do
other work, provided,
however, that such activities of the Tenant shall not
unreasonably
interfere
with construction work of the Landlord or the conduct of business or
construction work of other tenants or occupants
in the Shopping Center. Should
the Tenant install such fixtures or equipment
prior to the
commencement
date
hereunder nothing contained herein shall create a
landlord's lien against said
fixtures or equipment. The Tenant shall be entitled to
remove such fixtures or
equipment prior to the Commencement date and the Landlord shall not
interfere
with their removal. In connection with the removal of such fixtures and
equipment the Tenant shall repair any
damage done to the subject premises.
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Section 3.4.
The demised premises shall be deemed to be ready for
occupancy by the Tenant on the date there
is sent to the Tenant a certificate by
the Landlord or the Landlord's architect or
the Landlord's Representative to the
effect that the Landlord has substantially
completed all of the
Landlord's work
described in Exhibit "B", hereto annexed
and made a part hereof, with respect to
the demised premises, which certificate shall be subject to the
reasonable
approval by the Tenant's architect or engineer.
"Substantially
Completed"
as
used in this ARTICLE III being hereby
defined to mean
completed in such fashion
as to enable the Tenant, upon performance of the work to be
done by the Tenant,
to open its facility for business in the
normal course.
Section 3.5.
Promptly after the demised premises are made ready for
occupancy by the Tenant, the Tenant shall perform at its own cost and
expense
all of the Tenant's work set forth in Exhibit "B",
hereto annexed and made a
part hereof, shall equip the demised
premises with new
trade fixtures and
all
personal property necessary or proper for the operation of the Tenant's
business, and shall open for business as
soon thereafter as
possible but in no
event later than the Commencement Date.
Except as herein specifically set forth,
in the event the Tenant shall have failed
to complete the
Tenant's work and
to
have opened the demised premises for business on or before the
Commencement
Date, then all of the Tenant's charges shall nevertheless commence on the
Commencement Date at the rates specified in this lease, except that from and
after the date that is forty five (45) days
after the Commencement
Date minimum
rent shall then increase to and be payable
at the rate of 1.25 times the monthly
amount of the Tenant's initial minimum rent per day until
the Tenant shall open
for business.
ARTICLE IV.
Minimum Rent
Section 4.1. The
Tenant covenants
and agrees to pay
without notice,
demand or offset to the Landlord, at the Landlord's office in Topsfield,
Massachusetts, or at such place as the Landlord shall from time to time
designate in writing, minimum rent for the demised premises at the rate
specified in Section 1.1(f) hereof, and proportionately at such rate for any
partial month, which minimum rent shall be paid
monthly, in advance,
on the
first day of each and every calendar month during the term hereof, the first
such payment to be made upon the
Commencement Date. For and with respect to each
installment of minimum rent that is not
paid within ten (10) business days after
the date when due, the Tenant shall pay to
the Landlord on demand, as additional
rent, a late charge in an amount equal to five percent (5%) of the past due
amount for the purpose of defraying
Landlord's
administrative expenses relative
to handling such overdue payment.
ARTICLE V.
Intentionally Omitted
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ARTICLE VI.
Construction
Section 6.1. The Landlord shall construct, at the Landlord's sole cost
and expense, on the site of the Shopping Center, the building in which the
demised premises are to be located, the demised premises to be constructed
substantially in accordance with the
specifications
set forth in that part
of
Exhibit "B" entitled "Description of the Landlord's
Work". Said Exhibit
"B" is
hereby incorporated herein by reference and made a part hereof with the
same
force and effect as if the same were set out
herein. Certain details of the
construction of the Shopping Center may
change, including the
area, height and
number of levels above or below grade,
but, subject to other
provisions of this
lease. Nothing in Exhibit "A" shall be
treated as a representation that any or
all of the buildings for which provision is made thereon shall be
constructed,
or that such buildings will be located, precisely within the areas shown on
Exhibit "A", or that such buildings will be of the dimensions or
shapes shown,
it being the intention of Exhibit "A" only
generally to show
diagrammatically,
rather than precisely, the possible development of the Shopping Center as
presently contemplated.
Notwithstanding the
provisions
of the aforegoing paragraph, the
Landlord represents to the Tenant that the
buildings shall conform substantially
to the representation as contained in "Exhibit A". No
variation from Exhibit A
shall materially affect the access to or
the visibility of the Demised Premises.
ARTICLE VII.
Additional Rent - Taxes
Section 7.1. The term "Taxes" is hereby defined to mean all general
and
special taxes, including existing and future assessments for road, sewer,
utility and other local improvements and
other governmental charges which may be
lawfully charged, assessed, or imposed upon
all or any portion of the Landlord's
Tract (which term shall mean the entire
Shopping Center on
both land and any or
all improvements contained therein.)
Nothing contained herein shall be construed
to include as "Taxes" any income,
inheritance,
estate, succession, transfer,
gift, franchise, corporation, net profit tax, or capital levy or
any other tax
that is measured exclusively in any manner by the income or profit of the
Landlord The Landlord shall pay, or cause to be paid,
before the same
become
delinquent, all Taxes, provided however,
that if authorities having jurisdiction
assess Taxes on the Landlord's Tract and/or
the improvements
contained therein
which the Landlord deems excessive,
the Landlord may defer
compliance therewith
to the extent permitted by the laws of The
Commonwealth of Massachusetts so long
as the validity or amount thereof is
contested by the Landlord in good faith and
so long as the Tenant's occupancy of the demised
premises is not
disturbed or
threatened.
Section 7.2.
The Tenant shall pay all taxes which may be lawfully
charged, assessed, or imposed upon all
fixtures and equipment of every type and
also upon all personal property in the demised
premises, and the Tenant shall
pay all license fees and other charges which may lawfully be imposed upon
the
business of the Tenant conducted upon the
demised premises.
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Section 7.3. The Tenant shall, during the term of this lease,
pay to
the Landlord that portion of the Taxes (as
defined in Section 7.1
hereof) as
shall result from multiplying the same by a
fraction, the
numerator of which is
the total square footage of floor area of the
interior portion of the demised
premises and the denominator of which is
the total square footage of leased (but
not less than eighty percent (80%) of the total square footage of leasable)
floor area of all buildings located on the Landlord's Tract as
of the first day
of each applicable tax year during the term
hereof; provided,
however, if any
buildings located on the Landlord's Tract
(and any land appurtenant thereto) are
now or hereafter separately owned or assessed,
then, at the
Landlord's option,
the taxes and assessments relating thereto shall be deemed not to be
"Taxes"
hereunder, and in such event, there shall be excluded from the
denominator of
such fraction the floor area of such
separately owned or
assessed
building(s).
There shall also be excluded from the
denominator of such fraction (i) the floor
area of non-selling mezzanines (if any), malls if any, passageways, service
corridors, shopping center offices, shopping center storage areas, utility
rooms, sprinkler rooms, governmental
offices, and other non-selling areas.
The Tenant's
fractional share of Taxes shall be equitably adjusted for
and with respect to the first and last
partial tax years (if any) of the term of
this lease. Where the applicable tax bills and
computations
are not available
prior to the end of the term hereof, then a
tentative computation
shall be made
on the basis of the previous year's Taxes payable by the Tenant,
with a final
adjustment to be made between the Landlord
and the Tenant
promptly after all
bills and computations are available for such period.
In connection
with any
such abatement or refund the Tenant shall be provided with all relevant
documents by the Landlord, including, but
not limited to, copies of the relevant
tax bills.
The Tenant's
pro rata share of
Taxes shall be due and payable within
ten (10) days after receipt by the Tenant
of the Landlord's
invoice. However,
the Tenant shall make monthly tax deposits with the Landlord (along with
payments of minimum rent) in an amount equal to one-twelfth (1/12th) of the
Tenant's annual pro rata share of Taxes, with a final adjustment to be made
between the parties as soon as said pro
rata share has been
determined and the
Tenant is provided with copies of the relevant tax
bills an disclosure
of the
Landlord's computations. The initial amount of such tax deposits
shall be as
reasonably estimated by the Landlord;
but thereafter,
the monthly tax
deposits
shall be predicated upon the last previous
full year's share of Taxes payable by
the Tenant.
In every case,
Taxes shall be adjusted to take into account any
abatement or refund thereof paid to the Landlord, less all of the Landlord's
reasonable costs of securing such abatement
or refund (the Landlord having the
sole right to contest Taxes). If Landlord shall elect to contest
such Taxes,
Landlord shall be entitled to bill Tenant for its said pro rata share
of the
reasonable costs and expenses thus incurred
by Landlord as and when the same are
incurred, and the same shall constitute part of such Taxes. To
the extent that
Landlord has so billed and received from Tenant payment of such costs and
expenses, the same shall not be deducted as
aforesaid from the abatement or
refund, if any, ultimately received with
respect thereto.
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Section 7.4. In an
attempt to reduce the
potential tax burden
on the
Shopping Center by controlling costs for off-site improvements which are
required by governmental authorities for
the initial development of the Shopping
Center (for example: highway improvements, sewer and water facilities, park
improvements), Landlord may agree with such governmental authorities to be
responsible for the construction of such off-site
improvements.
The Landlord
shall disclose the existence of any such
proposed improvements and the estimated
or actual cost of same prior to the
execution of this
Lease. In such case
upon
notice from Landlord, Tenant shall pay to Landlord,
as additional
rent and in
substitution, in whole or in part, for any
special district real estate taxes or
betterment assessment relating to such improvements which could otherwise be
imposed against the Shopping Center if such
improvements were
constructed under
governmental responsibility, an annual charge representing Tenant's pro rata
share of the amortized cost of such
facilities. Landlord
agrees, however,
that
the costs of such facilities shall be
capitalized or expensed in the same manner
as such costs are capitalized or expensed in the Landlord's tax
return for the
applicable year and the Tenant's liability with respect to such improvements
shall accrue only during the term of this
lease and not during any period before
or after same. Tenant's pro rata share of such costs shall
be computed in the
same manner as used to compute Tenant's pro
rata share of real property taxes as
provided in Section 7.3 above. This annual charge shall be paid by Tenant in
equal monthly installments, in advance, on the first day of
each calendar month
during the term of this lease. In
connection with any such assessment the Tenant
shall be entitled to any and all relevant documents including the actual
contracts, bills or invoices related to the
required improvement and supporting
documentation disclosing the computation of the
capitalization or
expensing of
the cost of the facility.
Section 7.5.
The foregoing provisions of this ARTICLE VII are
predicated upon the present system of taxation in The Commonwealth of
Massachusetts. Should any governmental
authority having jurisdiction over all or
any portion of the Shopping Center impose a
tax and/or assessment of any kind or
nature upon, against, measured by or with respect to the rentals
payable by
tenants in the Shopping Center to the Landlord or with
respect to the ownership
of the land and buildings comprising the
Shopping Center by the Landlord (or any
individual or entity forming the Landlord),
either by way of
substitution
for
all or any part of the present ad valorem real estate taxes or in addition
thereto, then such tax and/or assessment
shall be deemed to constitute "Taxes"
for the purposes of this lease and the Tenant
shall be obligated to pay its
proportionate share thereof as set forth in Section
7.3 hereof.
Further, if
there is any other change in the system of taxation (other than as set out
immediately above) which is in substitution of or in addition to the
present
system, the Tenant shall be responsible for its fair and equitable share
thereof, taking into account the
proportions provided for in this ARTICLE VII so
long as such tax is not measured exclusively by the income or profit of the
Landlord.
ARTICLE VIII.
Maintenance of
Common Areas; and the Tenant's Contribution
Section 8.1. The Landlord shall cause all existing parking facilities
in the Shopping Center, including lighting thereof, to be maintained in good
repair and clean condition at all times during the term of this lease.
Accumulations of snow will be cleared from said parking areas and will be
deposited or stockpiled in such
locations as are
reasonably
feasible so as to
permit adequate use of the parking areas. Landlord may at any time close
temporarily the common areas (including, without limitation, the parking
facilities and roadways) or any portion
thereof to make
repairs or changes to
prevent the acquisition of public rights
therein, or to
discourage non customer
parking, and may do such other acts in and to the common areas as in its
judgment may be desirable to improve the
convenience
thereof. Landlord agrees
that it shall use reasonable efforts to avoid closing parking areas during
normal business hours and to provide the
Tenant with reasonable
advance notice
of any such closing.
The Landlord agrees
that the Tenant may during the term hereof, with
others, have the non-exclusive right to use the parking facilities of the
Shopping Center for the accommodation and parking of such automobiles of the
Tenant, its officers, agents and employees, and its
customers while shopping in
the Shopping Center.
The Tenant
agrees to instruct its officers, agents, employees,
contractors and others under its direct control to park in areas
reasonably
agreed upon between Landlord and Tenant.
The Tenant shall have a right to object
to any designated area which is located an unreasonable distance from the
demised premises or which shall cause the
Tenant's employees to be exposed to
unreasonable risk to their person or property.
Nothing contained herein shall
require Tenant to so instruct those under
its control if such instruction would
violate the provisions of the ADA or any other
law which requires the Tenant to
make reasonable accommodation to the
identified parties.
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The Tenant
shall furnish to the Landlord, within five (5) days
following the request of the Landlord
therefor, the automobile license numbers
of the vehicles customarily used by the Tenant and the Tenant's officers,
agents, employees, contractors, licensees
and concessionaires.
If the Tenant or
any officer, agent, employee, contractor, licensee or concessionaire of the
Tenant shall park his or her car other
than in designated employee parking
areas, the Landlord shall have the right and
privilege to have any such car
towed away at the Tenant's expense.
Landlord agrees to enforce the provisions of
this Section 8.1 in a non-discriminatory
manner. In the event
that the Landlord
intends to tow any motor vehicle
which it knows to
belong to a customer,
agent
or employee of the Tenant it shall on each
occasion, first notify
the Tenant of
its intention to tow the motor vehicle and
allow the Tenant
reasonable time to
have the vehicle moved. In the event that the motor
vehicle poses an immediate
threat to public safety, the Landlord shall have no
obligation to so inform the
Tenant.
Section 8.2.
All costs and
expenses of every kind
and nature paid or
incurred by the Landlord in cleaning, operating, managing, equipping,
decorating, policing (if and to the extent
provided by the Landlord), lighting,
repairing, replacing and maintaining all
parking facilities serving the Shopping
Center (including, without limitation, any parking structure now or
hereafter
installed in the Shopping Center for the common use of customers and/or
employees of the Shopping Center), enclosed malls, if any, and walkways
(including, without limitation, the heating and air conditioning thereof),
utilities and facilities serving and/or required to be maintained or
improved
(or whose maintenance or improvement is required to be
contributed to) by
the
Shopping Center (including, without limitation, off-site utilities and
facilities and improvements such as retention areas, drainage facilities,
parking facilities, roadways and traffic or park
improvements, and all
taxes,
assessments, costs and other expenses related
thereto), the cost of operating
and maintaining any septic or sewer system, the costs of maintaining and
repairing the sprinkler systems and all other areas of the
Shopping Center
(including, but without limitation, all landscaping and gardening) shall be
prorated, and the Tenant shall share
therein in the manner hereinafter provided.
Such costs and expenses shall likewise include (but shall not be limited
to)
water and sewer charges; utility system installation charges and assessments;
costs of all roof and other maintenance,
repairs and
replacements performed
by
the Landlord; costs of the installation, operation, maintenance, repair and
replacement of any energy management system; costs of the operation,
maintenance, repair and replacement of any escalators and elevators,
if any;
premiums for liability, property damage,
fire, workers' compensation, and other
insurance (including, without limitation, all insurance, hazard, rent and
otherwise, from time to time carried by the
Landlord on any or all structures on
the Shopping Center); wages, unemployment taxes, social security taxes, and
personal property taxes and assessments;
fees for required
licenses and permits
if directly related to the operation of the
Shopping Center; supplies, operation
of loudspeakers and any other equipment
supplying music to the
common areas if
contiguous to the demised premises; reasonable depreciation of equipment
supplying music to the common areas;
reasonable
depreciation of
equipment used
in the operation of the common areas; and
administrative costs
equal to fifteen
percent (15%) of the total costs of
operating and
maintaining the common
areas
(except appropriate reserves maintained by the Landlord);
any such costs and
expenses whether paid or incurred
prior or subsequent to
the execution of this
lease, which Landlord has elected to amortize
over a period of years
shall be
included, until such cost or expense has
been fully recovered,
in the expenses
to be prorated pursuant to this Section 8.2; but there shall be excluded
depreciation of the original cost of constructing said buildings, parking
facilities, enclosed malls, and other
common areas. With respect to those common
area charges which are required to be
amortized over a period of years by either
Generally accepted Accounting Principles or the Internal
Revenue Code as
set
forth above in this Section 8.2, Landlord may add to such charges
an interest
charge on the then unamortized balance thereof from time to time at the then
prevailing prime or "base" rate of Fleet
Bank. However,
if Landlord
does so,
then: (a) if the expenditure in question is the purchase of
that which may be
termed a "capital asset" for which Landlord
actually borrows the
sums necessary
to make the purchase, then Landlord actually borrows the
sums necessary to make
the purchase, then Landlord may only add to such
proratable charges an interest
charge at the lesser of (i) said then prevailing "base" rate, or (ii) the
interest rate actually paid by Landlord; and (b) in any event, the 15%
administrative charge shall not be added to
such interest charge.
Notwithstanding the
foregoing, the
following items shall
be excluded
from such costs and expenses
(a) Leasing commissions;
(b) Any ground lease rental;
(c) Costs incurred by Landlord for the repair of damage to the
Shopping
Center to the extent that Landlord is
reimbursed by insurance proceeds;
(d) Costs, including
permit, license and
inspection costs,
incurred
with respect to the installation of Tenant
improvements made for
tenants of the
Shopping Center or incurred in renovating
or otherwise
improving,
decorating,
painting or redecorating vacant space for tenants or other
occupants of the
Shopping Center;
(e) Attorney
fees and other costs
and expenses incurred
in connection
with negotiations or disputes with present or prospective tenants or other
occupants of the Shopping Center;
(f) Expenses in connection with services or other benefits, which are
not available to Tenant;
(g) Costs incurred by
Landlord due to the violation by Landlord or any
tenants of the terms and conditions of any lease for premises in the Shopping
Center;
(h) Overhead
and profit paid to Landlord or to subsidiaries or
affiliates of Landlord for services in the Shopping Center to the extent the
same exceed the cost of such services
rendered by other first-class unaffiliated
parties on a competitive basis, but not
excluding the 15% administrative charge
set forth above;
(i) Interest,
principal,
points and fees on
debts or any mortgage or
mortgages encumbering the Shopping Center or the real property upon
which the
Shopping Center is located;
(j) Landlord's
general
corporate
overhead
and general and
administrative expenses other than onsite
administrative
costs and
management
fees, but not excluding the 15%
administrative charge set forth above;
(k) Any compensation paid to the clerk, attendants or other persons in
commercial concessions operated by
Landlord;
(l) Advertising and promotional expenditures in connection with
leasing
the Shopping Center;
(m) Any costs incurred
in remediating
Hazardous Wastes not
resulting
from actions of the tenants of the Shopping
Center or their
agents, servants,
employees, contractors or customers;
and
(n) Major structural renovations or additions to the Shopping
Center
8
<PAGE>
The Tenant
agrees to pay to the
Landlord its pro rata share of the
costs and expenses incurred by Landlord with respect
to the common areas of the
Shopping Center, including, without
limitation, the costs and expenses set forth
in this Section 8.2, which pro rata share
shall be computed by
multiplying the
whole of said costs and expenses by a fraction,
the numerator of which is the
total square footage of the interior floor area of the demised premises as
certified pursuant to Section 2.1 herein and the
denominator
of which is the
total square footage of leased (but not less
than eighty percent (80%) of total
square footage of leasable) floor area of all buildings located on the
Landlord's Tract, as of the first day of the
calendar year to which such costs
and expenses relate. There shall be excluded from the denominator of such
fraction (i) the floor area of non-selling
mezzanines (if any),
malls, if any,
passageways, service corridors, shopping
center offices, shopping center storage
areas, utility rooms, sprinkler rooms, governmental offices, and other
non-selling areas. Landlord agrees that the common area costs and expenses
payable by Tenant under this Section 8.2
shall not include any costs or expenses
reimbursed by Tenant under any other
provision of this lease.
The Tenant's share shall be paid in monthly installments, in the
amount
estimated from time to time by the
Landlord, on the first
day of each and every
calendar month, in advance. Within ninety (90) days after the
end of each full
calendar year during the term hereof, the
Landlord shall furnish to the Tenant a
statement in reasonable detail setting
forth the computation of such total costs
and expenses; thereupon there shall be a prompt
adjustment between the Landlord
and the Tenant, with payment to, or
repayment by, the Landlord, as the case may
require, to the end that the Landlord
shall receive the entire amount of the
Tenant's pro rata share of said costs and
expenses, computed as
aforesaid, and
no more.
The Tenant and its
Consultants
shall have the right to inspect
the
books and records of the Landlord on thirty days
written notice to verify the
calculation and assessment of the Landlord for Common Area charges for the
previous two calendar years. Any such inspection shall be at the sole cost and
expense of the Tenant and shall occur at the offices of the Landlord. The
Landlord shall not charge the Tenant for
its time in making such books available
to the Tenant. If after such inspection the Tenant determines that it has
overpaid or underpaid the Landlord it shall so inform
the Landlord in writing.
The Landlord shall acknowledge the overpayment or underpayment (which
acknowledgment shall not be unreasonably withheld) and refund the overpaid
amount to the Tenant or Tenant shall pay
Landlord the underpaid
amount, within
thirty days of the notification.
Anything in this lease to the contrary notwithstanding, it is
expressly
understood and agreed that the designation or use from time to
time of portions
of the Shopping Center as common areas shall not
restrict the Landlord's use of
such areas for buildings, structures and/or
for retail or such other purposes as
the Landlord shall determine, including, without limitation, the expansion or
remodeling of the Shopping Center to
include one or more additional stores, (on
the present and/or additional levels), the Landlord hereby reserving the
unrestricted right to build, add to, subtract
from, lease,
license, relocate
and/or otherwise use (temporarily and/or permanently) any buildings,
kiosks,
other structures, parking areas, roadways or other
areas or facilities anywhere
upon the Shopping Center for retail or such
other purposes as the Landlord shall
determine provided, however, that the Landlord's exercise of any of the
aforesaid rights shall not materially or adversely interfere with Tenant's
business operations or access to, and shall
not materially impair the visibility
of the demised premises as compared with the
conditions
existing prior to
the
Landlord's exercise of such rights.
9
<PAGE>
ARTICLE IX.
Utilities
Section 9.1.
The Tenant shall pay for all of its
requirements
for
utilities, including, but not limited to,
gas, steam, water, electricity, sewer
charges, and the like, including all utilities necessary for heating and air
conditioning its demised premises (including the Tenant's pro-rata share,
computed in accordance with Section 8.2 hereof,
of any premium or
guaranteed
payment assessed by any utility
company against the
Shopping Center).
In the
event that the Landlord shall elect to
supply any other utilities, then, insofar
as and to the extent that such is permitted
pursuant to applicable
law and the
regulations of the applicable utility
company, the Tenant agrees to purchase the
same from the Landlord, provided the rate does not exceed the rate which the
Tenant would be required to pay to the
utility company
furnishing
the same to
the Shopping Center. Further, the Tenant
shall pay for all utilities consumed on
the demised premises from the date of delivery
of possession thereof by the
Landlord to the Tenant to the Commencement
Date.
10
<PAGE>
ARTICLE X.
Use of Premises
Section 10.1.
It is understood, and the Tenant so agrees,
that the
demised premises during the term of this
lease shall be used and occupied by the
Tenant only for the purposes specified as the use thereof in
Section 1.1(h) of
this lease, and for no other purpose or
purposes.
Section 10.2.
The Tenant further agrees to conform to all of the
following provisions during the entire term
of this lease:
(a) The
Tenant shall conduct its operations in the demised
premises under the trade name "Georgetown Savings Bank" . In
the event that the Tenant shall change its trade name or its
trade name shall
change due to the merger or acquisition of
the Tenant by another
entity it shall so inform the landlord
and request approval.
The Landlord shall not unreasonably
withhold approval of any name change requested by the Tenant.
(b) No sales
or promotions
may be conducted within the demised
premises other
than in the
normal course of the Tenant's
continuing business
operations therein.
Without limiting the
generality of the
foregoing, no auction,
fire, bankruptcy,
"lost our lease" or going out of business sales (or the like,
howsoever denominated)
may be conducted within the demised
premises.
(c) The
Tenant shall not use any area outside of the demised
premises,
including,
without limitation,
the malls or
sidewalks adjacent
to the demised
premises or the
recessed
vestibules, if any,
of the demised premises for business
purposes (including,
without limitation,
the sale or display
of merchandise or the distribution of handbills or advertising
of any type).
(d) The Tenant
shall keep the display windows of the demised
premises reasonably clean and shall keep the same electrically
lighted during such
periods of time as the
shopping center
shall be open and, in addition, during such other periods of
time as shall be determined by the Landlord, provided windows
throughout a majority of the shopping center are kept lighted
during such additional periods.
(e) The Tenant
shall receive and deliver goods and merchandise
only in the manner, at
such times, and in
such areas, as may
be
reasonably designated
by the Landlord;
(Tenant shall not
receive deliveries
after 11:00 PM or before 6:00 AM.),and all
trash, refuse,
and the like,
shall be kept in
covered trash
receptacles, which
trash receptacles shall be kept within the
demised premises at
all times, and in no event stored outside
of the same without Landlord's consent. All trash, refuse and
the like shall be
separated and otherwise disposed of as
required by
applicable
law. If provision is made by the
Landlord for trash removal by a contractor, the Tenant agrees
to use said contractor
for its trash removal
and to pay when
due all charges at the rate established therefor from time to
time. If the Tenant
fails so to pay for
trash removal,
the
Landlord shall have the same remedies (even if such payment is
due to such contractor and not to the Landlord) as the
Landlord has for nonpayment of rent hereunder.
11
<PAGE>
(f) The
Tenant shall not place on the
exterior of the demised
premises (including,
but without limitation, windows, doors,
and entrance
lobbies) any signs other than those signs
(including the design,
number and locations of such signs and
any replacements thereof) which shall first have been approved
by the Landlord.
The signs desired by the Tenant shall be
indicated in the
Tenant's plans and specifications to be
submitted to the
Landlord for approval;
all interior
signs
must be professionally prepared. Subject to Landlord's
consent, which
consent shall not be
unreasonably
withheld,
delayed or
conditioned, Tenant
shall be permitted to install
the maximum allowable
storefront
signage as permitted
under
the Town of North Andover by laws.
(g) The Tenant
shall not perform any
act or carry on any practice
which may materially
injure the demised premises or any other
part of the Shopping
Center, or cause any
offensive odor or
loud noise (including,
but without limitation, the use of
loudspeakers), or constitute a nuisance or menace to any other
occupant or other
persons in the Shopping Center, and in no
event shall any noises
or odors be emitted
from the demised
premises.
(h) The
demised premises (as well as all doors and entryways
thereto) shall be kept
open for business at
least during the
following: (i) seven
(7) hours per day,
five (5) days a week
and on Saturdays at
least three (3) hours per day. The Tenant
acknowledges that this obligation is a material inducement to
the Landlord to enter
into this lease,
and in the event
the
Tenant defaults hereunder the Landlord shall have all remedies
available at law or in equity including, without limitation,
the right to terminate this lease.
(i) The
Tenant agrees that it and its employees and others
connected with the Tenant's operations at the demised premises
will abide by all reasonable rules and regulations from time
to time established
by the Landlord by
written notice to the
Tenant with respect to such Shopping Center, provided that
such rules and regulations are enforced in a nondiscriminatory
fashion (except
where differing circumstances justify
different treatment).
(j) The Tenant
shall employ
throughout
the term of this lease
a
reasonably full
staff in the
demised premises in order to
properly conduct
business, including a
qualified bank branch
manager or assistant
bank branch manager
headquartered
and
working full-time
at the demised premises to manage and
control the operations
of the demised
premises. The Tenant
shall furnish the Landlord's shopping center manager with
the
name, address and telephone number of such bank branch manager
or assistant branch manager of the demised premises, so that
the Landlord will, at
all times, be able to
contact the bank
branch manager or
assistant branch manager of the demised
premises.
(k) The
Tenant shall not use, handle or store or dispose of
any
oil, hazardous or toxic materials or hazardous or toxic wastes
(collectively, "hazardous materials") in or about the Shopping
Center. If the transportation, storage, use or disposal of any
hazardous
materials anywhere
on the Shopping Center in
connection with
the Tenant's use of the demised premises
results in (1)
contamination of the soil or surface or ground
water or (2) loss or damage to person(s) or property, then
Tenant agrees to
respond in
accordance
with the following
paragraph:
Tenant agrees (i) to notify Landlord immediately of
any contamination,
claim of
contamination, loss
or
damage, (ii)
after consultation and approval by
Landlord, to
clean up the contamination in full
compliance with all applicable statutes, regulations
and standards,
and (iii) to
indemnify,
defend and
hold Landlord
harmless from and
against any claims,
suits, causes of
action, costs and
fees, including
attorneys' fees,
arising from or
connected with any
such contamination,
claim of contamination, loss or
damage. This provision
shall survive the termination
of this lease.
No consent or
approval of Landlord
shall in any way be construed as imposing upon
Landlord any liability
for the means,
methods, or
manner of removal,
containment or other
compliance
with applicable
law for and with respect to the
foregoing.
12
<PAGE>
Tenant shall immediately notify Landlord upon Tenant's receipt
of any inquiry,
notice, or threat to give notice by any
governmental authority
or any other third
party with respect
to any hazardous materials.
(l) Tenant
agrees that, within the demised premises, it shall be
responsible for
compliance
with
the Americans with
Disabilities Act (42
U.S.C. ss. 12100 et. seq.) and the
regulations and
Accessibility
Guidelines
for Buildings and
Facilities issued pursuant thereto.
Section 10.3. Notwithstanding any other provisions of this lease,
the
Tenant covenants and agrees that it will
not assign this lease or sublet (which
term, without limitation, shall include the
granting of concessions, licenses,
and the like) the whole or any part of the
demised premises without in each
instance having first received the express
written consent of the Landlord,
which consent shall not be unreasonably
withheld, delayed or conditioned.
In the event the Tenant seeks the Landlord's consent pursuant to this
Section 10.3, the Tenant shall furnish the Landlord with such information
regarding the prospective assignee or sublessee as the Landlord may
require,
including without limitation information regarding financial ability and
business experience relating to the uses
permitted hereunder.
In any case where
the Landlord shall consent to such
assignment or
subletting,
the Tenant named
herein shall remain fully liable for the
obligations
of the Tenant
hereunder,
including, without limitation, the obligation
to pay the rent and other amounts
provided under this lease. The provisions of this Section 10.3 shall not,
however, be applicable to an assignment of this Lease by the Tenant to its
wholly owned subsidiary or immediate
controlling corporation (for such period of
time as such corporation remains such a subsidiary or such a controlling
corporation, respectively, it being agreed that
the subsequent sale or transfer
of stock resulting in a change in voting
control, or any other
transaction(s)
having the overall effect that such
corporation
ceases to be such a
subsidiary
or such a controlling corporation,
respectively, of the Tenant, shall be treated
as if such sale or transfer or transaction(s) were, for all purposes, an
assignment of this lease governed by the provisions of this Section 10.3),
provided (and it shall be a condition of
the validity of any
such assignment)
that such wholly owned subsidiary or such immediate controlling corporation
first agrees directly with the Landlord to
be bound by all of the obligations of
the Tenant hereunder, including, without limitation, the obligation
to pay the
rent and other amounts provided for under this lease,
the covenant to use
the
demised premises only for the purposes
specifically
permitted under this
lease
and the covenant against further assignment; but such assignment shall not
relieve the Tenant herein named of any of its
obligations
hereunder,
and the
Tenant shall remain fully liable
therefor.
For the purposes of
this lease, the
entering into of any
management
agreement or any agreement in the nature
thereof transferring control or any
substantial percentage of the profits and
losses from the business operations of
the Tenant in the demised premises to a person or entity
other than the Tenant,
or otherwise having substantially the same effect, shall be treated for all
purposes as an assignment of this lease and
shall be governed by the provisions
of this Section 10.3. In addition,
for the purposes of
this lease, the sale
or
transfer (which term shall include, without
limitation, the
exchange, issuance
and redemption) of forty-nine percent (49%) or more, or such
smaller percentage
as would result in a change in the voting
control, of the voting stock of the
Tenant (if the Tenant is a corporation), the voting stock of any corporate
guarantor of the Tenant (whether or not
specified in Section 1.1(m) hereof), or
the voting stock of any immediate or remote controlling corporation of the
Tenant shall be treated as if such sale or
transfer or transaction(s) were, for
all purposes, an assignment of this lease and shall be governed by the
provisions of this Section 10.3; provided,
however, that the
provisions of this
sentence shall not apply to the transaction
by which Tenant
becomes, or to the
trading of Tenant's voting stock while Tenant
remains, a so-called reporting
public corporation under the provisions of
the Securities
Exchange Act of 1934,
as amended, the outstanding voting stock of which is
registered in accordance
with the provisions of the Securities Act of 1933, as amended, and actively
trading on the New York Stock Exchange or another recognized, national
securities exchange (and for the purposes
hereof, the term "voting stock" shall
refer to shares of stock regularly entitled to vote for the election of
directors of the corporation). In addition
to the foregoing,
Landlord's consent
shall not be required with regard to, and Landlord may not elect to terminate
this lease solely as a result of, any
transfer of any shares
of stock between
and among the current shareholders of
Tenant and their families by gift, bequest
or inheritance to those persons or to any
trust for their benefit.
13
<PAGE>
In the event the Tenant assigns this lease (which term shall include
the entering into of any management or
similar control
transferring
agreement,
and also shall include the sale or transfer
of stock or a change in control, as
aforesaid) or sublets the whole or any part
of the demised
premises (other than
as expressly herein permitted or with the
Landlord's prior written consent), in
addition to and without limiting any of the Landlord's rights and remedies on
account of the resulting default hereunder by the Tenant,
the Landlord
shall
have the right, without regard to whether
the Landlord's withholding its consent
to such assignment or subletting would be construed to be
unreasonable,
to
terminate this lease by giving the Tenant
notice of the Landlord's desire so to
do, in which event this lease shall terminate on the date specified by the
Landlord in such notice all as if such date
were the date
specified in
Section
1.1(d) hereof as the Expiration Date. In the event of any assignment or
subletting (other than as expressly hereinabove permitted to a wholly owned
subsidiary or immediate controlling corporation of the Tenant or with the
Landlord's prior written consent), the minimum rent shall be adjusted
for the
balance of the term of this lease such that
the minimum rent
payable hereunder
shall thereafter be equal to the sum of (i) the greater of (a) the annual
minimum rent specified in Section 1.1(f) of this lease and (b) the annual
minimum rent payable pursuant to such
assignment or sublease, and, in addition,
any lump sum or installment payments for the leasehold payable
by such assignee
or sublessee shall be payable directly to
the Landlord and not to the Tenant.
ARTICLE XI.
Other Banks
Section 11.1. The
Tenant covenants and
agrees (insofar as and
to the
extent that it is lawful so to agree)
that for the period
commencing with
the
execution of this lease and continuing for
any an all option terms or extensions
of this lease, none of the Tenant, any partner in the Tenant, any of their
affiliated, parent or subsidiary companies,
or any franchisee or licensee of any
of them, will operate, either directly or
indirectly, another Savings Bank using
the same or a similar trade name to that under which the
demised premises
are
then being operated or selling primarily those items or conduction the same
or
similar services as permitted hereunder to be sold from the demised
premises
(including a department or concession in
another store) of any
kind, nature or
description within a reasonable area of the
demised premises,
without the prior
written consent of the Landlord, the Tenant
acknowledging that the area within a
circle having as its center the demised
premises and having a
radius of one (1)
mile is a reasonable area for this
purpose.
14
<PAGE>
ARTICLE XII.
Maintenance of Building, Etc.
Section 12.1. The Landlord agrees to keep in good order, condition,
and
repair the roof, but not the roof of the
drive through teller constructed by the
Tenant or the drive through teller area shown on the attached exhibit "A",
exterior portions of exterior walls,
foundations and
structural portions of the
demised premises and the plumbing,
electrical and mechanical systems serving the
demised premises and located outside the demised premises to the extent,
but
only to the extent, originally constructed by the Landlord (except glass and
glass windows and doors and the
so-called store front, irrespective of which
party installed the same), except for any damage thereto caused by any act or
negligence of the Tenant, its employees,
agents, licensees, or
contractors. The
Landlord shall not be responsible to make
any other improvements
or repairs of
any kind upon the demised premises,
except as provided in
ARTICLES XVI and XVII
hereof.
Section 12.2. Except
as specifically herein
otherwise provided,
the
Tenant agrees that from and after the date
that possession of the demised
premises is delivered to the Tenant,
and continuously
thereafter until the
end
of the term hereof, it will keep reasonably neat and clean and maintain in
reasonably good order, condition and
repair, the demised premises and every part
thereof, including, without limitation, the store front and the exterior
and
interior portions of all doors,
windows, plate glass and showcases
surrounding
the demised premises, the drive through
teller(s), the
driveway and area of the
drive through teller as shown on Exhibit A and
included as part of the demised
premises for purposes of maintenance and insurance, ( Tenant's duty shall
include the obligation to use reasonable
efforts to remove snow and ice from the
drive through teller area), the roof and roof structure over
the drive through
teller(s), all plumbing and sewage facilities within the demised premises,
fixtures and interior walls, floors,
ceilings, signs (including exterior
signs
where permitted), and all wiring, electrical systems, interior building
appliances, HVAC systems and equipment, and
similar equipment.
With respect to
the HVAC system and equipment, the Tenant
specifically agrees to maintain at all
times during the term of this lease the
usual service
contract with respect
thereto, furnishing evidence thereof
(including renewals) to the Landlord. The
Te
