<PAGE>
Exhibit 10.36
COMMERCIAL LEASE
This
Commercial Lease ("Lease") has an effective date of the 12th day
of
July, 2005, and is between The Conlin Company, a sole
proprietorship, whose
address is 2455 South Industrial, Suite K, Ann Arbor, Michigan
48104,
hereinafter called "Landlord," and Mercantile Bank of West
Michigan, a Michigan
banking corporation, whose address is 310 Leonard Street NW, Grand
Rapids,
Michigan 49504, hereinafter called "Tenant."
The
parties agree to the following for which there is adequate
consideration:
1.
LOCATION. Landlord owns real property located in the City of Ann
Arbor,
County of Washtenaw, and State of Michigan (the "Premises"). The
legal
description of the Premises is set forth on attached EXHIBIT A.
Landlord hereby
leases to Tenant the entire Premises, including an approximate
10,000 square
foot building and grounds (hereinafter referred to as the "Leased
Premises").
The Leased Premises are more particularly shown on the drawing
attached hereto
as EXHIBIT B.
Notwithstanding anything in this Lease to the contrary, the
Tenant
shall be given possession of the Leased Premises as of the
Effective Date of
this Lease so Tenant can begin construction of its Tenant
Improvements (as
defined herein). Tenant shall obtain all necessary permits and
approvals for its
occupancy. During the first four (4) months of this Lease
(hereafter the
"Construction Period"), Tenant shall have access to the Leased
Premises for
purposes of building out the Tenant's space with its Tenant
improvements
(collectively "Tenant Improvements") and for operating its business
as further
set forth in Paragraph 4.
2.
TERM. The term of this Lease shall be five (5) years, commencing on
July
1, 2005, and ending on June 30, 2010, unless sooner terminated
under the
provisions hereof. Each "Lease Year" shall be a twelve (12) month
period during
the initial term of this Lease and during any Renewal Period, the
first
commencing on the date which this Lease commences.
Notwithstanding the foregoing term and the option to renew set
forth
in Paragraph 3, Tenant shall have the right to terminate this Lease
prior to the
end of the initial term as follows:
(a) During the first two (2) Lease Years, by giving Landlord not
less
than
one (1) year advanced written notice and the payment of six (6)
months
of
minimum monthly rent covering the six (6) month period after
termination; or
(b) After the first two (2) Lease Years, by giving Landlord not
less
than
one (1) year advance written notice, but no additional minimum
monthly
rent
shall be due.
In the event of termination under Paragraph 2(a) or 2(b), Tenant
shall also owe
to Landlord the remaining unamortized portion of the tenant
improvement
allowance (hereinafter "Tenant Allowance") set forth in Paragraph
10 of this
Lease. Payment by Tenant of the Tenant Allowance shall be prorated
for the five
(5) year term of this Lease. For illustration purposes only, if
Tenant were to
spend the entire $100,000 Tenant Allowance and then were to give
Landlord proper
notice
<PAGE>
Commercial Lease
Page 2 of 14
and terminate this Lease on the fourth (4th) anniversary of this
Lease, then
Tenant would pay to Landlord the sum of $20,000 to cover the
unamortized portion
of the Tenant Allowance for the fifth (5th) Lease Year (i.e., the
Tenant
Allowance shall be amortized at $20,000 per year for the five (5)
year Lease
Term). For termination during a partial Lease Year, the
amortization shall be on
a monthly basis.
3.
OPTION TO RENEW. Tenant shall have the option to renew this
lease
("Lease") for two (2) additional terms of five (5) years each. Each
"Renewal
Period" shall commence immediately after the end of the original
term of this
Lease or at the end of the first Renewal Period. To exercise the
option, Tenant
must give Landlord written notice of the exercise of such option
not less than
six (6) months prior to the end of the original term of this Lease
or first
Renewal Period, as appropriate. The terms of the Lease, during
Renewal Period,
shall remain the same as during an initial term, except as
otherwise expressly
set forth herein.
4.
RENT. During the Construction Period, and until the Rent
Commencement
Date (defined below), Tenant shall pay to Landlord minimum monthly
rent equal to
the square footage of the leased space that it is occupying to
conduct business
(but not the portion of the Leased Premises in which the Tenant
Improvements are
being constructed) at $15.00 per square foot per annum. For
illustration
purposes only, if Tenant uses 2,000 feet during the Construction
Period, then
the Tenant's minimum monthly rent shall be $2,500 per month,
payable on or
before the first day of each month. In addition, Tenant shall pay
Landlord the
sum of $12,500, which can be used to offset the appropriate portion
of the last
month's rent owed under this Lease.
Beginning on the earlier of (i) ten (10) days after Tenant's
completion of its Tenant Improvements and its obtaining of a
Certificate of
Occupancy; and (ii) November 1, 2005, (the "Rent Commencement
Date"), Tenant
shall pay Landlord, as minimum monthly rent (sometimes referred to
as the
"Rent") for said Leased Premises, during the remainder of the first
Lease Year
of this Lease, the sum of Twelve Thousand Five Hundred and 00/100
($12,500)
Dollars, subject to the provisions below. Rent shall be paid in
advance of or on
the first day of each month and commence and any partial month's
rent shall be
prorated. Notwithstanding the foregoing, Tenant's actual minimum
monthly rent
shall be reduced by 50% until such time that the amount of the
Tenant Allowance
actually used by Tenant is fully deducted (up to $100,000), but
subject to
Tenant's obligation to pay to Landlord the unamortized portion of
the Tenant
Allowance pursuant to Paragraph 2 herein if Tenant terminates this
Lease prior
to the end of the initial term.
Annual rent during the second Lease Year and each Lease Year
thereafter, including during the "Renewal Periods," shall be
increased by an
amount equal to the cost of living increase as determined by the
official
Consumer Price Index published by the Bureau of Labor Statistics,
United States
Department of Labor. The Consumer Price Index to be used will be
that for "Urban
Wage Earners and Clerical Workers (Revised, United States City
Average,
1982-1984=100)," hereinafter called the "CPI."
<PAGE>
Commercial Lease
Page 3 of 14
An increase in monthly rent for the second Lease Year shall be
based
upon a comparison of the last CPI published prior to commencement
of this Lease
to the last CPI published prior to the end of the first Lease Year.
The amount
of the increased monthly rent to be effective beginning the second
Lease Year
(i.e., July 1, 2006 to June 30, 2007) shall be calculated by
multiplying $12,500
by the last CPI published prior to the end of the first Lease Year,
divided by
the last CPI published prior to the commencement of this Lease. The
amount of
the increased monthly rent to be effective for all succeeding Lease
Years shall
be calculated by multiplying the rent in effect at the end of the
then previous
Lease Year by the last CPI published prior to the end of the
previous Lease
Year, divided by the last CPI published prior to the commencement
of the
previous Lease Year (or if there shall not have been a rent
increase for the
previous Lease Year, then the denominator shall be the last CPI
published prior
to the commencement of the last Lease Year for which there was a
rent increase).
Notwithstanding the foregoing, an annual rent increase for any
Lease
Year during the initial term may not exceed 2.5% from the previous
Lease Year,
and the annual rent increase for any Lease Year during the Renewal
Periods shall
be 75% of the CPI increase (not to exceed 7%) from the previous
Lease Year.
Thus, Rent for the first Lease Year of the first Renewal Period
shall be 75% of
the increase in CPI from the previous Lease Year as described
above, but no more
than a 7% increase from the previous Lease Year.
5.
ADDITIONAL RENT. As additional rent, the Tenant shall pay its share
of
the cost of insurance, real property taxes, and any other charges
or costs due
by Tenant under this Lease. This "Additional Rent" shall be payable
by Tenant
within thirty (30) days after presentation to Tenant by Landlord of
an itemized
bill for any portion of Additional Rent or within the timeframes
set forth
herein, whichever is longer.
6.
TENANT INSURANCE. The Tenant shall keep in force, at its sole
expense,
(i) an all risk insurance policy pertaining to the entire Leased
Premises
described at EXHIBIT A, and all buildings and other improvements
thereon,
including all Tenant improvements, and (2) a policy of public
liability
insurance in an amount not less than One Million and 00/100
($1,000,000) Dollars
per occurrence. Landlord shall be a named insured on all of
Tenant's insurance
policies. Tenant shall furnish Landlord with certificates or other
evidence
acceptable to Landlord indicating that the insurance is in effect
prior to
execution of this Lease, and provide that Landlord shall be
notified in writing
at least thirty (30) days prior to cancellation of any material
change in or
renewal of the policy. Any personal property kept on the Leased
Premises by
Tenant shall be at Tenant's sole risk.
7.
TAXES.
(a) REAL ESTATE TAXES AND ASSESSMENTS. Tenant shall pay Landlord,
as
Additional Rent, all taxes and assessments that may be levied or
assessed
during the term
<PAGE>
Commercial Lease
Page 4 of 14
hereof by any lawful authority against the lands and buildings of,
or
relating to, the entire Leased Premises. Should the State of
Michigan or
any
political subdivisions thereof or any governmental authority
having
jurisdiction thereof impose a tax and/or assessment of any kind or
nature
upon, against, or with respect to, the rentals payable by Tenant,
either by
way
of substitution for all, or any part, the taxes and assessments
levied
or
assessed against such land and buildings, or in addition thereto,
such
tax
and/or assessment shall be deemed to constitute a tax and/or
assessment
against such land and such buildings for the purpose of this
Paragraph.
(b) PERSONAL PROPERTY TAXES. Tenant shall be responsible for and
shall
pay,
immediately when due, all taxes assessed, during the term of
this
Lease, against any leasehold interest or personal property of any
kind
owned or placed in, upon, or about the Leased Premises by Tenant;
including
all
trade fixtures, equipment, and inventory.
8.
REPAIRS. Tenant shall maintain, repair, and replace, at its sole
cost
and expense, the entire interior of the Leased Premises, and,
subject to the
paragraph below, make all necessary repairs and replacements to all
interior
improvements and systems which serve the Leased Premises, including
all
electrical, mechanical, heating, and plumbing systems and
equipment
(collectively the "Interior Systems"), and all glass doors, walls,
trim, floors,
and lighting in the Leased Premises.
Landlord shall have the obligation, at its sole cost and expense,
to
(i) maintain, repair, and replace the entire exterior of the Leased
Premises
including, but not limited to, roof, walls, foundation, and all
structural
components of the building and all improvements thereon; to
maintain, repair,
and replace all parking, driveway and access areas; (ii) for a
period of one (1)
year after the Rent Commencement Date, keep the Interior Systems in
good working
order; and (iii) to take all other action necessary to keep the
Leased Premises
and all improvements thereon in good working order.
After the first year after the Rent Commencement Date, Tenant
shall
pay the first $1,000 of repairs and necessary replacements to the
Interior
Systems. Any maintenance, repair, or replacement costs related to
Interior
Systems during the first year, which costs more than $1,000, shall
be due and
payable by Landlord to Tenant upon demand therefore, provided that
Tenant
provides Landlord with invoices for all costs related to such
work.
Tenant shall, throughout the term of this Lease, promptly comply,
or
cause compliance, with all laws and ordinances and the orders,
rules,
regulations and requirements of all federal, state, county, and
municipal
governments, and appropriate departments, commissions, boards and
offices
thereof, which may be applicable to the Leased Premises.
9.
LANDLORD IMPROVEMENTS. Landlord shall, at its sole cost and
expense,
provide the following improvements to the Leased Premises:
<PAGE>
Commercial Lease
Page 5 of 14
(a) Ensure that the building exterior structure is in good
repair
(which shall include roof repairs) and, if it is not, make the
necessary
repairs within 15 days;
(b) Ensure that the mechanical, electrical, plumbing, and other
systems are in good condition and repair and, if the systems are
not, make
the
necessary repairs within 15 days;
(c) Seal and restripe the parking lot and driveways on the
Leased
Premises so that the same are in good condition within 30 days;
(d) Landscape and otherwise make sure that the grass and other
greenbelt areas are in good repair, including removing weeds,
trimming
trees, repairing the in-ground sprinkler system, and take such
other action
necessary to make the grounds presentable within 30 days;
(e) Within 45 days, take all other action necessary to ensure that
the
exterior of the building on the Leased Premises and the building
grounds
are
in good repair to allow Tenant to operate a first class
business
operation at the Leased Premises.
If Landlord fails to make the Improvements timely, Tenant shall
have
the right to make such improvements and shall be entitled to an
offset from the
minimum monthly rent of all reasonable costs related thereto,
including the
costs of its contractors.
10.
TENANT IMPROVEMENTS. The current building on the Leased Premises
was a
First American Title Company, which Tenant will convert to a bank
branch and
related improvements. To renovate the interior of the Leased
Premises, Landlord
shall provide to Tenant the Tenant Allowance of up to $100,000,
which money
shall be used for certain Tenant improvements (collectively
"Tenant
Improvements"). The Tenant Allowance shall be paid to Tenant in the
following
manner:
(a) Tenant shall obtain, at its sole cost and expense, sealed
architectural plans for the demolition, remodeling, and
renovation
(hereinafter collectively "Renovate(tion)") of the interior of the
building
and
shall provide a copy of the same to the Landlord.
(b) Tenant shall hire a general contractor ("General
Contractor"),
with
the reasonable approval of Landlord, which approval shall not
be
unreasonably withheld, delayed, or conditioned.
Once a General Contractor has been hired by the Tenant, Tenant
agrees
to pay the General Contractor, and provide to Lan