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LEASE

Lease Agreement

LEASE | Document Parties: FIRST BANKSHARES, INC. | S L NUSBAUM REALTY CO | SUFFOLK PLAZA SHOPPING CENTER, LC | SUFFOLKFIRST BANK, INC You are currently viewing:
This Lease Agreement involves

FIRST BANKSHARES, INC. | S L NUSBAUM REALTY CO | SUFFOLK PLAZA SHOPPING CENTER, LC | SUFFOLKFIRST BANK, INC

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Title: LEASE
Date: 8/7/2009
Industry: Regional Banks     Sector: Financial

LEASE, Parties: first bankshares  inc. , s l nusbaum realty co , suffolk plaza shopping center  lc , suffolkfirst bank  inc
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Exhibit 10.9

 

S. L. NUSBAUM REALTY CO.

  

SHOPPING CENTER

P.O. DRAWER 2491   Ÿ   NORFOLK, VA 23501

  

LEASE

THIS DEED or LEASE (herein called LEASE), Made this 7th day of October, 2003 by and between SUFFOLK PLAZA SHOPPING CENTER, L.C., a Limited Liability Co., with its principal offices in the City of Norfolk, Virginia (“Landlord”), SUFFOLKFIRST BANK, INC., a Virginia Corporation (FID #04-3607546) (“Tenant”), and S. L. NUSBAUM REALTY CO., (“Agent”);

W I T N E S S E T H :

1. PREMISES. Landlord hereby demises and leases to Tenant, and Tenant hereby takes and leases from Landlord that certain parcel of land (“Leased Premises” or “Demised Premises” or “demised premises”), having a width of approximately 197’ by a depth of approximately 156’ known and numbered as Unit #30, 1000 North Main Street, located in the City of Suffolk, State of Virginia, 23434 and is more particularly set forth in Exhibit “A”, attached hereto and made part hereof. The Leased Premises include ail improvements thereon, which includes, but is not limited to, an existing bank building of approximately 2,512 square feet of building area with four (4) drive-through lanes. Said Premises being a part of Suffolk Plaza Shopping Center, which is shown on Exhibit “A”. The Leased Premises are outlined in red on a diagram of the Shopping Center attached hereto as Exhibit “A”. Exhibit “A” sets forth the general layout of the Shopping Center and shall not be deemed to be a warranty on the part of Landlord that the Shopping Center will be exactly as indicated on said diagram. Landlord may increase, reduce or change the number, dimensions and locations of roadways, walks, buildings and parking areas in the Shopping Center, as Landlord shall from time to time deem proper. Landlord reserves the right to construct additional floors over and upon other portions of the Shopping Center.

2. USE OF COMMON AREAS. Occupancy by Tenant of the Leased Premises shall include the use in common with others entitled thereto of the parking areas, service roads, and sidewalks (the “Common Areas”) shown and depicted on Exhibit A, subject, however, to the terms and conditions of this Lease and to all rules and regulations for the use thereof as may from time to time be prescribed by Landlord.

3. LENGTH AND COMMENCEMENT OF TERM. The term of this Lease shall commence on the date (the “Commencement Date”) which is thirty (30) days after Landlord notifies Tenant in writing that the Leased Premises are ready for occupancy, but not earlier than January 1, 2004. The term shall expire at the end of ten (10) years following (i) the Commencement Date if that date is the first day of any calendar month or (ii) the first day of the calendar month next succeeding the Commencement Date if that date is not the first day of a calendar month.

4. RENT. (a) Landlord reserves, and Tenant covenants to pay to Landlord without prior demand being made therefore and without offset of any kind, rent for the Leased Premises as outlined below:

Years One through Five - The sum of $60,000.00 per annum (“Minimum Rent”), payable in monthly installments of $5,000.00 each month, in advance.

Years Six through Ten - The annual minimum rent payable shall be adjusted upward only using the Consumer Price Index, now known as the “Consumer Price Index for All Urban Consumers (CP1•U), U.S. City Average, All Items, 1982-84 = 100”, prepared and reported monthly by the U.S. Bureau of Labor Statistics. The basic annual rent of $60,000.00 shall be multiplied by a fraction whose denominator is the Index for three (3) months prior to the commencement of this Lease and whose numerator is the Index for three (3) months prior to the commencement of the Sixth Lease Year. In no event shall the annual rent for this five (5)  year period be increased by less than 15% or more than 20% of the annual rent of the previous five (5) year Lease.

(b) INTENTIONALLY OMITTED.


(c) All rental payments shall be made to Agent, P.O. Drawer 3580, Norfolk, Virginia 23514, until Landlord shall otherwise direct in writing.

(d) Tenant covenants and agrees to pay Landlord as a late charge the greater of $100.00 or two percent (2%) of the amount due on all rents (including percentage rents and Gross Sales reports) and all other sums due under this Lease, if said sums have not been paid within ten (10) days of their due date plus interest at the rate of 12% per annum calculated from the 31st day following the applicable due date. Landlord expressly reserves all other rights and remedies provided herein and by law with respect to nonpayment of the rents provided for herein.

(e) Tenant covenants and agrees to pay Landlord as a returned check charge the greater of $25.00 or two percent (2%) of the amount of any cheek which is returned by the bank for insufficient funds or any other reason which is not the fault of the Landlord.

(f) INTENTIONALLY OMITTED.

5. USE OF LEASED PREMISES. The Leased premises shall be occupied and used solely for banking purposes only and for no other purpose. As a material inducement to Landlord to enter into this Lease, Tenant agrees: (i) to operate such a business in the Leased Premises at all times during the term of this Lease, (ii) to keep the Leased Premises adequately manned and operate the Leased Premises for the uses and purposes for which it is let continuously throughout the term, and shall conduct and operate its business therein during normal banking hours each business day (except bank holidays) during the term hereof. Tenant shall not be required to operate its business during any time when such operations must be suspended because of casualty loss to the building, strike, insurrection, or other cause beyond the control of Tenant. The provisions of this Paragraph 5 are intended solely for the benefit of Landlord and are not intended for the benefit of any other tenant of the Shopping Center. No other tenant of the Shopping Center shall have the right to enforce or cause Landlord to enforce the provisions hereof; nor shall Tenant have the right to enforce or cause Landlord to enforce this or any similar provision in any other lease for space in the Shopping Center.

6. LEASE YEAR. “Lease Year” as used in this Lease means the period from the Commencement Date to the end of the twelfth full calendar month thereafter and each and every twelve-month period thereafter during said term.

7. INTENTIONALLY OMITTED.

8. INTENTIONALLY OMITTED.

9. INTENTIONALLY OMITTED.

10. TRADE FIXTURES. Tenant shall have the right to install its trade fixtures in the Leased Premises and such installation shall be at the sole risk and expense of Tenant. All trade fixtures installed in the Leased Premises by Tenant shall remain the property of, and shall be removable by, Tenant at the expiration of this Lease, if Tenant is not in default hereunder, and Tenant agrees promptly to repair or reimburse Landlord for the cost of repairing all damages to the Leased Premises occasioned by the removal of said fixtures.

11. USE OF PARKING AREAS. (a) All automobile parking areas, driveways, entrances and exits thereto, and other facilities furnished by Landlord in or near the Shopping Center shall at all times be subject to the exclusive control and management of Landlord, and Landlord shall have the right from time to time to establish, modify and enforce reasonable rules and regulations with respect to all such facilities and areas.

(b) Landlord hereby agrees that Tenant shall have the right in common with other tenants of Suffolk Plaza Shopping Center to use all parking areas shown on the site plan of said Shopping Center. Tenant in turn agrees that any parking area on the Lease Premises may be used by other Tenants of said Shopping Center in common with Tenant. Landlord covenants that it will, during the term hereof, at its own cost and expense, maintain the Shopping Center common areas in good condition of repair and will keep the same clean and adequately lighted, all subject to Tenant’s obligations in Paragraph 14 below.

12. BUILDING INSURANCE. As additional and further rent, Tenant agrees that during the term of this Lease it will, at its own cost and expense, obtain and maintain a policy or policies of insurance against loss or damage by fire, windstorm and casualty included with the so-called extended coverage insurance, the buildings or buildings

 

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hereafter located on said demised premises with responsible insurance companies authorized to do business in the Commonwealth of Virginia, and in an amount not less than the full insurable value thereof, exclusive of foundations. The policies shall be written to insure Landlord and the holder of any mortgage as their respective interests may appear, in form satisfactory to the first mortgage holder, and shall be so payable in ease of loss, and certificates of such insurance shall be furnished, to Landlord and first mortgage holder.

13. INTENTIONALLY OMITTED.

14. MAINTENANCE BY TENANT. (a) It is Understood and agreed that Tenant is to have the exclusive charge, custody, control and possession of the demised premises and every part thereof, and the sidewalk in front of and bordering said Premises insofar as the owner premises ordinarily has control of said sidewalk. Landlord shall not be obligated to furnish heat, light, power or any other service whatsoever other than as hereinafter agreed. Landlord shall not be liable for any damage, loss or injury occurring during the term of the Lease to the personal property or effects of Tenant or any other person suffered in, on or about the demised premises by reason of at present, future, latent or other defects in the condition of the demised premises unless caused or occasioned by the negligence or willful act of the Landlord or its agents. Likewise, Tenant shall not be liable for any damage, loss or injury occurring during the term of this Lease to the personal property or effects of Landlord or any other person or corporation suffered in, on or about the Shopping Center premises (excluding demised premises).

(b) Tenant, at as own expense, shall make all necessary repairs and replacements to the pipes, heating system, plumbing system, window glass, fixtures, walls, roof, foundations, mechanical system, and all other appliances and appurtenances belonging thereto, to all equipment used in connection with the demised premises, and to all other portions of the demised premises. Such repairs and replacements, interior and exterior, ordinary as well as extraordinary, and structural as well as nonstructural, shall be made promptly, as and when necessary. All repairs and replacements shall be in quality and class at least equal to the original work. Tenant also, at all times during the term, at its own expense, shall put and maintain in thorough repair and in good and safe condition all portions of the demised premises and keep them in clean and orderly condition, free of dirt, rubbish, snow, ice and unlawful obstructions at all times.

Landlord shall not be required to furnish any services or facilities or to make any repair or alteration in or to any building or other improvements contained within the demised premises. Tenant hereby assumes the full and sole responsibility for the condition, operation, repair, replacement, maintenance, and management of the demised premises with the exception of the common area shown on Exhibit “A”. Landlord shall have all plumbing, electrical, heating and air conditioning and electrical inspected by reputable company prior to the Commencement of this Lease and repair or replace all defective electrical, plumbing or heating and air conditioner parts prior to the Commencement of this Lease.

(c) In connection with the requirements of this Section, Tenant agrees to obtain and maintain from a reputable company a maintenance contract on the heating and air conditioning systems and to furnish Landlord with a copy of said contract on the Commencement Date.

(d) Tenant agrees that it will, at Tenant’s expense, comply with any mandatory preventive maintenance items required by insurance carrier rating authorities, or public officials to minimize loss frequency and/or severity within the Leased Premises.

(e) CAREFREE LEASE . It is the intention and purpose of the parties hereto to create by this instrument a lease of the kind commonly known as “Carefree” to Landlord. Accordingly, Tenant agrees to bear, pay for and discharge not only such items as it has specifically agreed by the provisions of this Lease to bear, pay and discharge, but also all other costs, charges and expenses of every kind and nature whatsoever which must be borne, paid and discharged in order to accomplish the purposes and objects of this Lease, namely, (a) that Landlord shall receive from Tenant, without diminution on account of any matter or thing whatsoever, the Rent agreed to be paid by Tenant, and (b) that Landlord, at the expiration of or sooner termination of this Lease, shall receive possession of the Leased Premises in accordance with the covenants of Tenant contained herein free and clear of all claims, liens, charges and encumbrances.

15. SUNDRY COVENANTS OF TENANT. (a) Tenant agrees that it will, at all times during the term of this Lease, take any and all steps necessary to prevent the filing of mechanic’s or CERCLA liens against the Leased Premises; or, if filed, to have same discharged by payment or bond immediately. Tenant will comply with all

 

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federal, state and municipal laws, ordinances and regulations (including environmental) relating to the Leased Premises and the business conducted therein, and maintain all permits necessary to such business conducted therein; Tenant will pay promptly for all electricity, water and other utilities consumed therein, all sewage disposal charges assessed against the Leased Premises, and all front foot benefit charges attributable to the Leased Premises; Tenant will not use or permit to be used any advertising medium or device, such as phonograph, radio or public address system, without the prior written consent of Landlord; Tenant will not use, or permit to be used, the Leased Premises for any illegal or immoral purpose; Tenant will not make any alterations in or to the Leased Premises without the prior written consent of Landlord; Tenant will not hold any fire, bankruptcy, going-out-of-business or auction sales; Tenant will not use the sidewalks or any other portions of the Leased Premises for any purpose relating to the selling of merchandise or services; and Tenant will give Landlord prompt written notice of the release in, on or about the Leased Premises of any Hazardous Materials by any party.

(b) Tenant shall keep the Leased Premises free from insects, pests and vermin of all kinds, and for that purpose Tenant shall use at Tenant’s cost, such pest extermination contractor at such intervals as Landlord may require.

(c) Tenant agrees to contain within the Leased Premises any and all noise, odors, and aromas and any Hazardous Materials consented to by Landlord an that no nuisance or environmental risk will be created and all other premises and common areas within the Shopping Center shall be free from noise, odors, aromas and Hazardous Materials which originate in the Leased Premises. The foregoing agreement by Tenant shall be for the benefit of and specifically enforceable by Landlord and all other tenants within the Shopping Center.

(d) Tenant agrees to and shall become a member of, participate fully in, and remain in good standing in the Merchants’ Association (as soon as the same has been formed) and will abide by the regulations of such Association. Tenant agrees to pay minimum dues to said Merchants’ Association in the amount of $31.40 per month (calculated on the basis of $0.15 per square foot of area in the Leased Premises per year); subject, however to annual adjustments approved by a majority vote of the members of the Association, increasing said dues to the extent required by increases in the cost of promotional, public relations and advertising services. Landlord shall have the right but shall not be obligated to collect delinquent dues on behalf of the Merchant’s Association.

(e) The term “Hazardous Materials” shall mean any equipment which contains dielectric fluid containing polychlorinated byphenyls (“PCB’S”) or “PCB items” ( as defined in 40 CFR Sec. 761.3); stored, leaked or spilled petroleum products; or any other chemical, material or substance which is regulated as a “toxic substance” (as defined by the Toxic Substance Control Act, 15 U.S.C. Sec. 2601 et seq., as amended), a “hazardous waste” (as defined by the Resource Conservation and Recovery Act, 42 U.S.C. Sec. 6901 et seq., as amended), or a “hazardous substance” (as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980, (“CERCLA”), 42 U.S.C. Sec. 9601 et seq., as amended), or exposure to which is prohibited, limited, or regulated by any federal, state, county, regional, local, or other governmental statute, regulation, ordinance or authority or which, even if not so regulated, may or could pose a hazard to the health and safety of the occupants of the Leased Premises or the owners, tenants or occupants of property adjacent to the Premises.

16. NO ASSIGNMENT OR SUBLEASE. Tenant will not assign this Lease nor sublet the Leased Premises, in whole or part, without the prior written consent of Landlord; and if such consent is granted by Landlord, Tenant will remain primarily liable for the performance of the covenants herein contained binding upon Tenant. The transfer of fifty percent (50%) or more of Tenant’s stock, if Tenant is a corporation, or the transfer of a twenty-five percent (25%) partnership interest in Tenant, if Tenant is a partnership, shall constitute an assignment under the terms of this Lease. So long as the building continues to operate as a Bank, Tenant shall not be required to obtain written consent in the event Tenant forms a hank holding company or is acquired by merger or sale, or change in ownership in excess of 50% due to a stock split, stock dividend, sale of additional stock or the purchase of other financial institutions.

17. EMINENT DOMAIN. If any part of the Leased Premises shall he taken by governmental authority pursuant to its power of eminent domain (or Landlord conveys any part of the Leased Premises pursuant to a threat thereof), then the Leased Premises shall be reduced in proportion to the amount so taken or conveyed, unless the amount taken shall be so great that it would be i


 
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