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EXHIBIT 10.22
OFFICE LEASE AGREEMENT
THIS LEASE AGREEMENT (this "Lease"), is made and entered into on
the 11th day of June 2002, by and between TEQUESTA BUSINESS
ASSOCIATES, a Florida General Partnership ("Landlord"); and
INDEPENDENT COMMUNITY BANK ("Tenant").
W I T N E S S E T H :
1.
Definitions . Landlord and Tenant hereby agree that
the words and phrases set forth below shall, when used in this
Lease, have the following meaning:
(a)
"Building" shall mean office building known as "250 Tequesta
Drive, Tequesta, Florida" located upon the real property (the
"Property’) described in Exhibit "A" attached hereto
and incorporated herein. Reference made to the Property in this
Lease shall be deemed to include the Building unless expressly
provided otherwise.
(b)
"Premises" shall mean the suite of offices located within the
Building known as Suites #101, #201 and #203 containing
approximately 9,551 square feet. A copy of the approximate floor
plan of the Premises is attached hereto as Exhibit "B".
(c)
"Base Rental" shall mean the sum of One Hundred Thirty Thousand
Twenty Nine and 60/100 (130,029.60) Dollars, plus Florida state
sales tax per annum, payable in monthly installments of $10,835.80
per month plus Florida state sales tax as adjusted pursuant to
Paragraph 5 hereof.
(d)
"Commencement Date" shall be January 1, 2003.
(e)
"Lease Term" shall mean a term commencing on the Commencement
Date and continuing until one hundred twenty (120) months after the
Commencement Date, terminating on December 31, 2012. The first
"Lease Year" shall be the first full twelve (12) month period of
the Lease Term, and thereafter, each successive twelve (12) month
period shall be deemed a "Lease Year."
(f)
"Security Deposit shall mean the sum of
N/A 00/100 Dollars ($
N/A ). No interest shall be due or
payable to Tenant Security Deposit and Last Month’s Rent are
being held in Security Deposit Account No. 18-932-357 in the
Wachovia Bank, 250 Tequesta Drive, Tequesta.
(g)
"Common Areas" shall mean those areas devoted to corridors,
elevator foyers and elevator cabs, restrooms, mechanical rooms,
janitorial closets, electrical and telephone closets, vending areas
and other similar facilities provided for the common use or benefit
of tenants generally and/or the public.
(h)
"Service Areas" shall mean those areas within the exterior wails
of the Building used for elevator mechanical rooms, building
stairs, fire towers, elevator shafts, flues,
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vents, stacks, pipe shafts and vertical ducts (but shall not
include any such areas designated for the exclusive use of benefit
or the Tenant).
(i)
"Exterior Common Areas" shall mean those portions of the
Property which are not located within the Building and which are
provided and maintained for the common use and benefit of Landlord
and tenants of the Building generally and the employees, invitees
and licensees of Landlord and such Tenants; including, without
limitation, all panting areas, enclosed or otherwise, and all
streets, sidewalks and landscaped areas.
(j)
"Building Standard Improvements" shall mean those improvements
(including the "Shell Improvements") constructed or installed
within the Premises by Landlord.
(k)
"Building Grade" shall mean the type, brand and/or quality of
materials Landlord designates from time to time to be the minimum
quality to be used in the Building or the exclusive type, grade or
quality of material to be used in providing the Building Standard
Improvements.
2.
Lease Grant . Subject to and upon the terms,
provisions and conditions herein set forth, and each in
consideration of the covenants of the other hereunder, Landlord
leases to Tenant and Tenant leases from Landlord the Premises.
3.
Lease Term . This Lease shall continue in force during a
period beginning on Commencement Date and continuing until the
expiration of the Lease Term, unless this Lease is sooner
terminated or extended to a later date under any other term or
provision hereof.
4.
Use . The Premises shall be used and occupied by Tenant
solely for the purpose of a Bank and related services and any other
lawful office use. Tenant agrees not to use or permit the use of
the Premises or the Building for any purpose which is illegal, or
which, in Landlord’s sole opinion, creates a public nuisance
or which would increase the cost of insurance coverage with respect
to the Building.
5.
Rental .
(a)
Tenant covenants and agrees to pay during the Lease Term, to
Landlord, without any setoff or deduction whatsoever, the Base
Rental and all such other sums of money as shall become due
hereunder as additional rent (all of which are sometimes herein
collectively called "rent"), for the nonpayment of which Landlord
shall be entitled to exercise all such rights and remedies as are
herein provided in the case of the nonpayment of Base Rental.
The Base Rental payable during each calendar year or portion
thereof during the Lease Term, as increased pursuant to
subparagraph (d) below, shall be due and payable in twelve (12)
equal installments on the first day of each calendar month during
each term of this Lease and any extensions or renewals thereof, and
Tenant hereby agrees to pay such Base Rental to Landlord at
Landlord’s address provided herein (or such other address as
may be designated by Landlord in writing from tine to time). Tenant
agrees to pay all such sums in advance monthly, and without notice
or: demand, If the Lease Term commences on a day other than the
first day of a month or terminates on a day other than the last day
of a month, then the installments of Base Rental and any
adjustments thereto for such month or months shall be prorated,
based on the number of days of such month.
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(b)
If any payment of Rent or other sums due hereunder is made later
than the seventh day of the month, a late fee of fifty ($50.00)
dollars shall be paid by Lessee, upon demand by Lessor, for each
day beyond the seventh, unless a lesser rate shall then be the
maximum rate permissible by law, in which event, said lesser race
shall be charged. This late fee shall be in addition to and not in
exclusion of any other sums payable by Lessee due to Lessee’s
failure to pay when due any sums hereunder. Acceptance of such late
charge by Lessor shall in no event constitute a waiver of
Lessee’s default with respect to such overdue amount, nor
prevent Lessor from exercising any of the other rights and remedies
granted hereunder.
(c)
Tenant shall pay all sales and use taxes levied or assessed
against all rent payments due under this Lease simultaneously with
each payment required hereunder.
(d)
Tenant shall pay the monthly installments of the Base Rental as
same come due through the end of the first Lease Year, and
thereafter the Base Rental shall be increased at the commencement
of the second Lease Year and each Lease Year thereafter, in the
amount of three (3%) percent of the previous lease year’s
rental.
6.
Payment of Operating Expenses . Notwithstanding
anything contained in this Lease to the contrary, there shall be a
Common Area Maintenance (CAM) charge to the Tenant as follows:
(a)
All Lease Years: A CAM charge shall be due and payable in
monthly installments of $4,302.45, plus sales tax, per month, in
addition to the base rent.
(b)
All Lease Years: The balance of any CAM charges shall be due and
payable at the end of the Lease Year based upon the actual costs
and expenses incurred during said Lease Year. The actual amount of
CAM charges due shall be equal to the actual costs and expenses
multiplied by a fraction, the numerator of which is the square
footage of the demised Premises and the denominator of which is the
total square footage of rentable space within the building. It is
acknowledged that said fraction is forty-five (45% percent) CAM
charges shall he defined as follows:
All costs of operation and maintenance of the building and
appurtenances, as determined by standard accounting practices.
Operating expenses include, but are not limited to, costs for the
following: real estate taxes, utilities, elevator, maintenance,
heating, ventilating and air conditioning maintenance, management
fees, security, legal and auditing services, window cleaning,
engineering, salaries and benefits, automated mechanical controls
trash removal, insurance premiums, general area and suite
maintenance and repair, uniforms, exterminator services, plumbing
and electrical equipment repair, grounds keeping, nonleasing
advertising, and janitorial services and supplies.
Operating expenses do not include depreciation on the building,
loan payments, or real estate brokers’ commissions. At its
own expense, the Tenant is entitled to audit the Landlord’s
books and records relating to this Lease for the base year and any
year or years for which additional rental payments become due. The
Tenant may exercise this right only at reasonable times.
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(c)
Adjustment to CAM Payments: Promptly after the close of
each Lease Year, Landlord shall furnish Tenant with a detailed
statement of CAM expenses for such year. If Tenant’s
liability under this section for such year shall exceed its
payments on account for such year, Tenant shall pay the amount of
such excess to Landlord within thirty (30) days of Tenant’s
receipt of such statement If the Tenant’s payments on account
for such year shall exceed its liability under this section for
such year, Landlord shall credit Tenant with such overage toward
the immediately succeeding Lease Year. If such an overage occurs
during the final Lease Year, then the overage shall be refunded to
Tenant within thirty (30) days of Tenant’s receipt of such
statement.
(d)
Expenses Not Included in CAM: CAM expenses shall exclude all
costs and expenses which in accordance with generally accepted
accounting principals consistently applied, would not normally be
treated as operating expenses by owners of comparable buildings in
Palm Beach County, Florida. Management fees to be included in CAM
must nor be in excess of what is customary and reasonable for
comparable buildings in Palm Beach County, Florida.
7.
Services to be Furnished by Landlord . Landlord
agrees to furnish Tenants the following services as part of the
operations of the Building:
(a)
Water at those points of supply provided for general use of
Tenant and other tenants in the Building;
(b)
Subject to the provisions of Paragraph 9, central heat and air
conditioning, at such temperatures and in such amounts as are
considered by Landlord to be standard or as required by
governmental authority for all of the common areas. Any costs for
repair and/or replacement which are not covered under
Tenant’s Service agreement set forth in said Paragraph 9,
other than filters, shall be paid by Landlord, The cost of filters
and the replacement thereof, as to the demised Premises and not the
common areas, shall be borne by the Tenant.
(c)
Routine maintenance and electric lighting service for all Common
Areas and Service Areas of the Building in the manner and to the
extent deemed by Landlord to be standard including, but not limited
to, elevator maintenance, landscape maintenance, parking lot
maintenance, alarm service, roof repair and maintenance, and window
cleaning. Said maintenance shall be performed in a professional
manner consistent with the use of the Building for Bank and
professional office uses.
(d)
Janitor service and supplies to all Common Areas, Mondays
through Fridays, exclusive of normal business holidays. (Note: The
bathrooms on the ground floor of the Building within the Premises
shall be maintained by Tenant).
(e)
Subject to the provisions of Paragraph 11, facilities to provide
all electrical current reasonably required by Tenant in its use and
occupancy of the Premises;
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(f)
All Building Standard fluorescent bulb replacement in the Common
Areas and Service Areas;
(g)
Security in the form of limited access to the Building during
other than Normal Business Hours shall be provided in such form as
Landlord deems appropriate. Landlord may require those tenants
requesting access to the Building during other than Normal Business
Hours to pay a fee for such access in order to partially reimburse
Landlord for the cost of the system which limits after-hours
access. Notwithstanding the foregoing, at the inception of this
Lease, there is no security system in place at the building which
would result in a fee for after hours access. However, Landlord
reserves the right to install a security system and charge such a
reasonable fee in the future should the need for a system arise.
Landlord, however, shall have no liability to Tenant, its
employees, agents, invitees or licensees for losses due to theft or
burglary, or for damages done by unauthorized persons on the
Premises and neither shall Landlord be required to insure against
any such losses. Tenant shall cooperate fully in Landlords efforts
to maintain security in the Building and shall follow all
regulations promulgated by Landlord with respect thereto.
Notwithstanding anything to the contrary contained above, until a
system, other than a dead bolt lock system, is installed at the
Building, Tenant shall be provided with a key to the lobby doors
for after hours access for Tenant and its employees. Tenant shall,
at Tenant’s expense, install a security system for the space
occupied by Tenant; and,
(h)
Tenant shall be permitted to use elevators for normal passenger
uses. For the purpose of moving bulky property in and out of the
Building, Tenant shall be permitted to use the elevators only
during other than Normal Business Hours and only after first
obtaining Landlord’s consent to such use, request for such
consent to be submitted not less than one (1) day in advance of
each move. (Tenant shall promptly reimburse Landlord for all costs
associated with the after-hours operation of the elevator service
for moving purposes, including without limitation the cost of any
operator or security personnel, and Tenant shall also promptly
reimburse Landlord’s cost to repair any damage to the
elevator cab(s) or the Building resulting from Tenant’s
moving.)
The failure by Landlord to any extent to furnish the defined
services noted above, in whole or in part, or the interruption or
termination of same, resulting from causes beyond the reasonable
control of Landlord shall not render Landlord liable in any respect
nor be construed as an eviction (constructive or otherwise) of
Tenant, nor cause an abatement of rent, nor relieve Tenant from the
obligation to fulfill any covenant or agreement hereof. Should any
of the equipment or machinery used in the provision of such
services cease for any reason to function properly, Tenant shall
have no claim for offset or abatement of rent or damages on account
of an interruption in service occasioned thereby or resulting
therefrom.
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8.
Premises Accented As-Is : Tenant acknowledges that
Tenant has conducted a walk-through inspection of the Premises, is
satisfied with the condition thereof, and accepts the Premises in
their existing "as is" condition.
9.
Care of the Premises by Tenant . The Tenant shall
keep the interior of the demised Premises, which includes, but in
not limited to, all electrical, plumbing, heating,
air-conditioning, and other mechanical installation therein, all
doors, and all plate glass and door and window glass, in good
order. With the exception for those services to be provided by the
Landlord as set forth in Paragraph 7 above, Tenant shall make all
such repairs, alterations, replacements and modifications at its
own expense arid using materials and labor of a kind and quality
equal to the original work. Tenant shall surrender the demised
premises at the expiration or earlier termination of the Lease in
as good condition as when received, excepting only deterioration
caused by ordinary wear and tear and damaged by fire or other
casualty of the kind insured against in standard policies of fire
insurance with extended coverage. Except as herein above provided,
the Landlord shall have no obligation to repair, maintain, alter,
replace, or modify the demised premises or any part thereof, or any
electrical, plumbing, heating, air-conditioning, or other
mechanical installation therein.
Tenant shall arrange for the maintenance of all heating and air
conditioning equipment for its Premises with Custom Air
Conditioning ("contractor"), or such other heating and air
conditioning contractor approved in writing by the Landlord, which
contractor will carry out such maintenance on a scheduled basis
(not less than quarterly) and will furnish the name of the
contractor and a copy of the maintenance program to Landlord for
Landlord’s approval, which approval shall not be unreasonably
withheld. Tenant shall not permit any liens to be attached to the
demised premises by reason of any labor or material used in repairs
or alterations by Tenant.
Tenant shall be responsible for all damage and repairs to the
Premises caused by burglary or vandalism.
10.
Graphics . Landlord shall provide and install,
at Tenant’s expense , all letters or numerals on doors
entering the Premises. All such letters and numerals shall be in
the standard graphics as approved by Landlord for the Building, and
no others shall be permitted on the Premises without
Landlord’s prior written consent. No sign or visual
advertisement shall be placed in any window. Tenant may install a
time and temperature sign outside the building at Tenant’s
expense and two signs on the exterior of the building where the
current bank tenant’s signs are located. Tenant shall submit
a design of the signs to Landlord for Landlord’s approval
before the signs are installed.
11.
Use of Electrical Services by Tenant : Tenant shall
pay for the cost of the electric utilities used by it which are
metered separately.
12.
Parking . During the term of this Lease, Landlord
shall provide Tenant with unassigned parking spaces in the covered
and uncovered parking areas located on the Property, such parking
spaces and all driveways and walk-ways located on the Property to
be used by Tenant on a non-exclusive basis with Landlord and other
tenants of the Building, their guests and invitees. All covered and
uncovered parking shall be provided at no charge to Tenant and
shall be on a first-come first-serve basis.
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Landlord shall have a right to designate the location of
Tenant’s parking, and alter such designation upon reasonable
notice to Tenant. Any such designation shall be done equitably as
to each of the tenants of the Building. Landlord shall also have
the right to establish or modify the methods used to control
parking on the Property, including without limitation the
installation of certain control devices or the hiring of parking
attendants. At the present time, there is no designated parking
allowed in the Village of Tequesta. Tequesta Corporate Center has a
reciprocal parking agreement with adjacent properties, Tequesta
Village Center and Bank of America.
Landlord shall not be liable for any damage to or any theft of
any vehicle, or any contents therefrom, while in or about the
parking areas located on the Property.
13.
Law and Regulations . Tenant agrees to comply with all
applicable laws, ordinances, rules and regulations of any
governmental entity, agency or authority having jurisdiction of the
Premises or Tenant’s use thereof.
14.
Building Rules and Regulations . Tenant will comply with
reasonable rules and regulations of the Building adopted and
altered by Landlord from time to time and will cause all of its
agents, employees, invitees and visitors to do so. Landlord shall
give Tenant notice of all such rules and regulations and any
changes thereto, and Tenant shall be charged with compliance with
such rules and regulations and any changes thereto, and Tenant
shall be charged with compliance with such rules and regulations,
as the same may be changed from time to time, from the date of said
notice.
15.
Entry by Landlord . Tenant agrees to permit Landlord or
its agents or representatives to enter into and upon any part of
the Premises at all reasonable business hours (and in emergencies
at all times) to inspect the condition, occupancy or use thereof,
or to show the Premises to prospective purchasers, mortgagees,
tenants (within the last three (3) months of the Lease) or
insurers, or to clean or make repairs, alterations or additions
thereto, and Tenant shall not be entitled to any abatement or
reduction of rent by reason thereof. Landlord shall, in good faith,
provide reasonable advance notice to Tenant prior to entry into or
upon the Premises. Tenant shall provide Landlord with a current key
to the Demised Premises and shall promptly provide Landlord with a
new key in the event Tenant has the locks changed at the Premises
during the Term of this Lease.
16.
Assignment and Subletting .
(a)
Tenant shall not assign, sublease, transfer, pledge or encumber
this Lease or any interest therein without Landlord’s prior
written consent (which consent may not be unreasonably withheld by
the Landlord). Any attempted assignment, sublease or other transfer
or encumbrance by Tenant in violation of the terms and covenants of
this paragraph shall be void.
(b)
In the event that Tenant shall desire Landlord’s consent
to either the subletting of the Premises, in whole or in part, or
the assignment of Tenant’s entire interest under the Lease,
Tenant shall give Landlord fifteen (15) business days prior written
notice thereof. Such notice shall, at Landlord’s option, be
deemed to be an offer by Tenant to either, as the case may be: (1)
sublet the Premises (or such portion thereof which Tenant would
sublet) to Landlord
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for the balance of the Lease Term (or for such portion of the
Lease Term for which Tenant would sublet) upon all the same terms,
covenants and conditions as are otherwise contained in this Lease;
(ii) assign this Lease to Landlord for the sole consideration of
Landlord’s release of Tenant from any liability hereunder. In
the event that Landlord does not exercise such option by notice to
Tenant in writing within fifteen (15) business days following the
receipt of said notice from Tenant, then Landlords right to either
sublease the Premises (or such portion thereof) or acquire this
Lease by assignment, as the case may be, shall be deemed to be
waived; provided that such waiver if any shall not be deemed to be
a consent by Landlord to any such subletting or assignment unless
Landlord delivers to Tenant its written consent thereto.
Notwithstanding Landlord’s consent or waiver on any one
occasion, Landlord’s option to treat Tenant’s request
for consent as an offer to sublet or assign as provided in this
subparagraph shall apply to any further subletting or
assignment.
(c)
The covenants in this Paragraph concerning assignment shall run
with the land and shall bind the parties and their heirs,
executors, administrators, personal representatives, successors and
permitted assigns.
(d)
Notwithstanding Landlord’s consent to any assignment or
subletting by Tenant, Tenant shall remain liable for the full and
faithful performance of the covenants and conditions of this Lease
unless expressly released in writing by Landlord.
17.
Construction liens . Tenant will not permit any
construction lien or liens to be placed upon the Premises or any
portion of the Building or the Property, and nothing in this Lease
shall be deemed or construed in any way as constituting the consent
or request of Landlord, express or implied, by inference or
otherwise, to any person for the performance of any labor or the
furnishing of any materials to the Premises, or any part thereof,
nor as giving Tenant any right, power, or authority to contract for
or permit the rendering of any services or the furnishing of any
materials that would or might give rise to any mechanic’s or
other liens against the Premises. In the event any such lien is
claimed against the Premises, then Tenant shall discharge same or
transfer such lien to other security within thirty (30) days of
notice thereof. In the event that Tenant fails to discharge or
otherwise remove any such liens, then, in addition to any other
right or remedy of Landlord, Landlord may, but shall not be
obligated to, discharge the same. Any amount paid by Landlord for
any of the aforesaid purposes shall be reimbursed by Tenant to
Landlord within ten (10) days of Landlord’s demand therefor
as additional rent.
18.
Insurance .
(a)
The Landlord shall during the entire Term hereof, obtain,
maintain and keep in full force and effect, wit
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