Exhibit
10.1
LEASE
THE DWIGHT FOSTER
BUILDING
33 WALDO
STREET
WORCESTER,
MASSACHUSETTS
Lease Dated
as of
DECEMBER 1, 2001
ARTICLE I
1. REFERENCE
DATA:
1.1. SUBJECTS REFERRED TO : Each reference in this Lease to any of the
following subjects shall be construed to incorporate the data
stated for each such subject in this Article.
LANDLORD : J. Robert Seder
LANDLORD'S ADDRESS : 339 Main Street, Worcester, Massachusetts
01608.
TENANT : Commonwealth National Bank
THE PREMISES : The entire interior of the second floor (Waldo
Street level) of the building known as the Dwight Foster Building,
33 Waldo Street, Worcester, Massachusetts (the "Building"),
excepting the lobby, stairs, and elevator thereof containing
approximately 7,450 square feet and approximately 1,657 square feet
in the interior of the westerly portion of the third floor of the
Building; and store room #5 in the basement of the Building,
containing approximately 850 square feet.
PARKING : (a) During the Lease Term, the right and
license is granted by the Landlord to the Tenant’s employees
to park twenty-eight (28) motor vehicles between the hours of 7:00
a.m. and 6:00 p.m. on property of Landlord contiguous to
the Building; twelve (12) parking unassigned places in the parking
lot with entry from the Waldo Street level (the "Lot") and sixteen
(16) parking places, as assigned by Landlord in the garage
contiguous to the Building at the Commercial Street level thereof
(the "Garage").
(b) Landlord grants to Tenant’s customers
and invitees a license to park their motor vehicles in the Lot for
one-half (.5) hour at no cost only when such persons are visiting
the Premises for banking business, subject to a validation system
mutually agreeable to Landlord and Tenant. The license granted in
this subparagraph (b) is subject to availability of space in the
Lot.
Tenant acknowledges that other tenants of
Landlord and their employees have been granted similar licenses.
Parking spots allocated to employee parking may not be used by
Tenant for any other purpose.
At all times the license granted herein is
subject to compliance with Landlord's Rules and Regulations in
effect from time to time governing the use of the Lot and the
Garage, a copy of which (as in force as of the date hereof) is
annexed hereto as Exhibit “A”) .
LEASE TERM : Term fifteen (15) years.
LEASE TERM COMMENCEMENT DATE
: December 1, 2001.
RENT :
See Paragraph 2.3
ADDITIONAL TENANT’S CHARGES
: Tenant shall pay:
(1.)(a) for all electricity charges for lighting
and electrical outlets on the Premises;
(b) for all electricity charges for
drive-through lighting from portico and drive-through control gate
and pedestrian warning in Lot contiguous to the Building;
and
(c) for all electricity charges for all of
Tenant’s signage which is electrified and/or lit by electric
lighting.
All of such
charges shall be paid to the utility providing such electricity, as
separately metered to Tenant.
(2.) annually, as additional rent, and within
twenty (20) days of Landlord’s invoice delivered to the
Tenant therefor, an amount equal to thirty percent (30%) of the
cost of electricity incurred by Landlord for Building electricity
(including cost of air conditioning) which exceeds such cost for
the twelve (12) month period ending December 31, 2000.
Landlord’s said cost for the twelve (12) month period ending
December 31, 2000 was Twenty Thousand Five Hundred Fifty-seven and
42/100 Dollars ($20,557.42). Upon request of Tenant, Landlord shall
present evidence of said cost of electricity to Tenant, no more
often than annually.
(3.) annually, as additional rent, and within
twenty (20) days of Landlord’s invoice delivered to the
Tenant therefor, an amount equal to thirty percent (30%) of the
cost of heating incurred by Landlord for heating the Building which
exceeds such cost for the twelve (12) month period ending December
31, 2000. Landlord’s said cost for the twelve (12) month
period ending December 31, 2000 was Thirteen Thousand One Hundred
Twelve and 18/100 dollars ($13,112.18). Upon request of Tenant,
Landlord shall present evidence of said cost of heating to Tenant,
no more often than annually.
(4.) quarter-annually (or such other times as
real estate tax bills are issued), as additional rent, and within
twenty (20) days of Landlord’s invoice delivered to the
Tenant therefor, an amount equal to thirty percent (30%) of the
real estate tax assessed on the Building (but not the Lot) which
exceeds the real estate taxes assessed on the Building for the
twelve (12) month period ending December 31, 2000. The real estate
taxes assessed on the Building for the twelve (12) month period
ending December 31, 2000 were $45,767.49.
(5.) for all cleaning of the Premises including
carpet cleaning and the removal of rubbish to rubbish room on the
first floor of the Building, by Tenant’s own cleaning
contractor.
(6.) for the cost of removal (not plowing) of
snow from the Lot. (Tenant may, if Tenant so desires hire its own
snow removal contractor). If Tenant does not hire its own snow
removal contractor for such snow removal, Tenant shall pay Landlord
therefor as additional rent, within ten (10) days of
Landlord’s invoice therefor having been delivered to Tenant.
If Tenant shall hire its own contractor to plow and remove snow
from the Lot, Landlord shall reimburse Tenant for snow plowing only
if (a) Landlord shall have approved the calculation of the cost
thereof prior to the first snowfall in each autumn/winter; and (b)
the cost of snow plowing is stated separately on all invoices
received from Tenant’s snow removal contractor.
(7.) for and provide all replacement lamps,
light bulbs, replacement fixture ballasts (and installation
thereof) on the Premises, the drive-through portico, and with
respect to Tenant’s signage.
(8.) for and provide all bathroom supplies,
including soap, towels and toilet tissue used on the
Premises.
PERMITTED USES : Banking, financial services and general office
and associated uses.
ARTICLE II
2.
PREMISES :
2.1. (a) Landlord hereby leases to Tenant and
Tenant hereby hires from Landlord the Premises identified in
Article I in the Building, excluding (a) the common stairways,
stairwells, elevators and elevator wells, the exterior faces of the
exterior walls, and (b) the pipes, ducts, conduits, wires and
appurtenant fixtures serving the Premises and/or other parts of the
Building, and reserving to the Landlord the right to relocate same
within or without the Premises, upon reasonable advance notice to
Tenant, and in such a manner as to minimize interference with
Tenant’s business operations (except for
emergencies).
(b) Tenant, its agents, employees and invitees
shall have, in common with other tenants of Landlord and their
respective agents, employees and invitees, the use of the common
areas of the Building, the Lot and the Garage, subject to parking
privileges and the Rules and Regulations set forth in
Exhibits “A” and
“B” annexed hereto.
(c) Tenant, in common with other tenants of the
Building and the Landlord, shall have the use of the area above the
ceilings in the Premises for cabling, wiring, piping, and
associated uses, at no additional rent.
(d) Tenant may, at Tenant’s expense,
install a satellite dish and/or an antenna on the roof of the
Building or on a structure located thereon provided (i) Tenant
shall promptly repair all roof punctures made on account thereof,
(ii) Tenant shall place such items as Landlord shall direct, and
(iii) wiring to any such installation shall comply with all codes
applicable thereto and shall be effected by contractors reasonably
satisfactory to Landlord.
2.2. TERM : Tenant shall have and hold
the Premises for a period commencing December 1, 2001 and
continuing for the Lease Term unless sooner terminated as provided
herein.
2.3. RENT :
ARTICLE III
3. LANDLORD
COVENANTS:
3.1. SERVICES : (a) To keep in good order
and condition, and furnish through Landlord's employees or
independent contractors, repairs to the foundation, roofs, exterior
walls, windows in common areas, common areas, and structural
components of the Building and the Premises in a manner consistent
with the standards applicable to office space comparable to the
Premises and the Building.
(b) To provide and pay for the removal of
Tenant’s usual trash from the rubbish room on first floor.
“Usual trash” means trash emptied from waste baskets.
Trash such as bulk quantities of brochures, cardboard boxes, and
the like which is removed by Landlord will result in extra expense
to Tenant, which Tenant shall pay to Landlord within ten (10) days
of the delivery to Tenant of Landlord’s invoice
therefor.
(c) To remove snow and ice from the sidewalks
abutting the Building.
3.2. QUIET ENJOYMENT : That Landlord has
the right to make this Lease and that Tenant on timely paying the
rent and performing the Tenant’s obligations in this Lease
shall peacefully and quietly have, hold and enjoy the Premises,
subject to all of the terms and provisions hereof.
3.3. INTERRUPTIONS : (a) That Landlord
shall not be liable to Tenant for compensation or reduction of rent
by reason of inconvenience or annoyance or for loss of business
arising from the necessity of Landlord's entering the Premises for
any of the purposes in this Lease authorized, or for repairing the
Premises or any portion of the Building, however the necessity may
occur, except as otherwise specifically provided in this
Lease. In case Landlord is prevented or delayed from making
any repairs, alterations or improvements, or furnishing any
services or performing any other covenant or duty to be performed
on Landlord's part, by reason of any cause beyond Landlord's
control, Landlord shall not be liable to Tenant therefor, nor,
except as expressly otherwise provided in Section 5.1 shall Tenant
be entitled to any abatement or reduction of rent by reason
thereof, nor shall the same give rise to a claim in Tenant's favor
that such failure constitutes actual or constructive, total or
partial, eviction from the Premises.
(b) The Landlord reserves the right to close the
Lot for a period not to exceed six (6) consecutive months in order
to construct a parking deck over the Lot. So long as the Lot is
closed, and if and to the extent the Tenant shall not have
available to it parking space for its employees in the Lot and/or
the use of the drive-through window, monthly rent shall be abated
by the number of employee parking spots not available to the Bank x
$80.00 plus, if the drive-in window traffic cannot be accommodated,
$1,040.00 per month (the portion of the rent attributable thereto,
to be adjusted, if Lot closing occurs after year three (3) of the
lease term).
3.4 INDEMNITY : To save harmless, and
indemnify Tenant from any liability for injury, loss, accident or
damage to any person or property, and from any claims, actions,
proceedings, and expenses and costs in connection therewith
(including without limitation reasonable counsel fees), (excepting
for any liability arising from Tenant's own actions or the actions
of any of Tenant’s contractors, agents, or employees) (i)
arising from the omission, fault, willful act, negligence or other
misconduct of Landlord or its agents, servants, employees,
invitees, licensees and independent contractors hired by Landlord,
or (ii) resulting from the failure of Landlord to perform and
discharge his covenants and obligations under this
Lease.
3.5 INSURANCE . To maintain all-risk
hazard insurance on the Building in an amount which shall be at
least eighty percent (80%) of the value of the Building.
ARTICLE III-A
3.A.1. EMERGENCIES : The Landlord
reserves the right to stop any service or utility system, when
necessary by reason of accident or emergency, or until necessary
repairs have been completed, provided, however, that in each
instance of stoppage, Landlord shall exercise reasonable diligence
to eliminate the cause thereof. Except in case of emergency
repairs, Landlord will give Tenant reasonable advance notice of any
contemplated stoppage and will use reasonable efforts to avoid
inconvenience to Tenant by reason thereof.
ARTICLE IV
4. TENANT
COVENANTS : During the Lease Term and such further time as
Tenant occupies any part of the Premises, Tenant
covenants:
4.1. RENT : To pay when due all rent, and
additional rent.
4.2. CONDITION : Except as otherwise
provided in Article V, to keep the Premises in good order, repair
and condition, reasonable wear and tear, damage by fire or casualty
only excepted, and all glass in windows and doors of the Premises
whole and in good condition with glass of the same quality as that
injured or broken, damage by fire or casualty only excepted, and at
the expiration or termination of the Lease Term or any extension of
the Lease Term, peaceably to yield up the Premises and all
alterations and additions thereto in good order, repair and
condition, reasonable wear and tear, damage by fire or other
casualty only excepted, first removing all goods and effects of
Tenant and, to the extent specified by Landlord by notice to Tenant
given at least ten (10) days before such expiration or termination,
all alterations and additions made by Tenant after the Lease Term
Commencement Date, and repairing any damage caused by such removal
and restoring the Premises and leaving them neat, and in
broom-clean condition.
4.3. USE : To use and occupy the Premises
for the Permitted Uses only and not to injure or deface the
Premises, Building, Lot, or Garage, not to permit in the Premises
any auction sale, vending machine, or inflammable fluids or
chemicals, or nuisance, or the emission from the Premises of any
objectionable noise or odor, nor to permit any use thereof which is
improper or
offensive,
contrary to law or ordinance or liable to invalidate or increase
the premiums for any insurance on the Building or its contents or
liable to render necessary any alteration or addition to the
Building.
4.3.A PLATE GLASS INSURANCE . To maintain
plate glass insurance insuring the plate glass windows on the Waldo
Street side of the Building against breakage, and in any event, in
the event of breakage, Tenant shall be responsible for the cost of
replacing any and all of the plate glass in such
windows.
4.4. RULES : Not to obstruct in any
manner any portion of the Building, Lot or Garage not hereby leased
or any portion thereof used by Tenant in common with others; and to
comply with all reasonable Rules and Regulations uniformly in force
now as set forth in Exhibit "B" or hereafter made by
Landlord for the care and use of Building, and the Lot and the
Garage and their facilities and approaches.
4.5. SAFETY : To keep the Premises
equipped with all safety appliances required by law or ordinance or
any other regulation of any public authority, because of any use
thereof made by Tenant which use is different from most banks and
commercial offices and to procure all licenses and permits so
required because of such use and, if requested by Landlord, to do
any work so required because of such use, it being understood that
the foregoing provisions shall not be construed to broaden in any
way Tenant's Permitted Uses.
4.6. ASSIGNMENT : Not, without prior
written consent of Landlord, which consent shall not be
unreasonably withheld or delayed, to assign, mortgage, pledge or
otherwise transfer this Lease, including by operation of law, or to
make any sublease, or to permit occupancy of the Premises or any
part thereof by anyone other than Tenant, provided however, that
Tenant shall remain liable as a primary obligor under and pursuant
to all of Tenant’s obligations under this Lease. At the
option of the Landlord, to be exercised after request of the Tenant
to assign this Lease or sublet all or any portion of the Premises,
the Tenant shall specifically agree that the Premises shall be
restored to the condition they were in at the time of the
Tenant’s request to assign this Lease or sublet all or any
portion of the Premises. If any amount is payable to Tenant by any
assignee or sublessee which exceeds the rent and additional rent
reserved hereunder, such amount shall be paid to Landlord, in full,
within ten (10) days after its receipt by Tenant.
4.7. INSPECTION : To permit Landlord and
Landlord's agents and designees, on reasonable advance notice, to
examine the
Premises at
reasonable times and, if Landlord shall so elect, to make any
repairs or replacements Landlord may deem necessary; to remove, at
Tenant's expense, any alterations, additions, signs, curtains,
blinds, shades, awnings, aerials, or the like not consented to in
writing by Landlord; and to show the Premises to prospective
Tenants and post “For Rent” signs on the Premises
during the six (6) months preceding expiration of the Lease Term
(unless Tenant shall have properly exercised it’s option to
extend the Lease Term, as hereinafter provided), and any extended
Lease Term, and to prospective purchasers and mortgagees at all
reasonable times.
4.8. FLOOR LOAD : Not to place a load
upon the Premises exceeding the live load for which the floors have
been designed; and not to move any safe, vault or other heavy
equipment in, about or out of the Premises except in such manner
and at such time as Landlord shall in each instance authorize; and
to isolate and maintain all of Tenant's business machines and
mechanical equipment, which cause or may cause air-borne or
structure-borne vibration or noise, whether or not it may be
transmitted to any other leased space in the Building, in such
manner acceptable to Landlord so as to eliminate such vibration or
noise.
4.9. PERSONAL PROPERTY : To pay promptly
when due all taxes which may be imposed upon personal property
(including without limitation, fixtures and equipment) in the
Premises by whomsoever assessed.
4.10. COSTS AND FEES : To pay as
additional rent all such reasonable costs (including
attorneys’ reasonable fees incurred by Landlord arising out
of any breach by Tenant of any of its obligations under this Lease
in connection with the successful enforcement by Landlord of said
obligations of Tenant.
4.11. INDEMNITY : To save harmless, and
indemnify Landlord from any liability for injury, loss,
accident
