LEASE
THIS INDENTURE OF LEASE made by and between Henry C. Swanson and the
Estate of Leo A. Marquis, (the "Lessor") and Ipswich Savings Bank, a
Massachusetts savings bank having its principal office at 23 Market Street,
Ipswich, Massachusetts (the "Lessee"),
WITNESSETH
WHEREAS, the Lessee desires to lease from the Lessor the area described as
Leased Premises.(hereinafter the "Premises") located in the General Premises as
described in Addendum A together with certain rights, privileges, easements and,
appurtenances, including certain parking and utility rights on other premises
outside the Premises, subject however to certain contingencies as hereinafter
set forth:
NOW, THEREFORE, the-Lessor and, Lessee covenant-and agree as follows:
1. DEMISED PREMISES: The Lessor hereby leases to the, Lessee the,
Premises described in Addendum A consisting of approximately 1,988 square feet.
2. USE OF COMMON AREAS: The Lessor hereby grants to the Lessee during
the term hereof the right to use, at all times, but in common with the Lessor
and all those claiming by or through, the Lessor, all the Lessor's parking area,
driveways, and sidewalks adjoining the Premises (hereinafter "common areas") for
the purpose of ingress and-egress and the parking of-vehicles. Such access and
parking rights are limited to the Lessee, its officers, agents, employees,
invitees and customers and their vehicles. The Lessor also grants to the Lessee
prior to and during the term hereof the right to enter upon and cross and
requires and otherwise use the common areas and the Premises as may be
reasonably necessary to construct, install, maintain, repair, restore, rebuild,
alter or replace its banking equipment and other properties and to remove the
same as hereinafter provided. The Lessor also grants to the
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Lessee the right to construct, install, maintain, repair or replace across and
under the Premises and the common areas lines for utilities including the right
to excavate, provided that the Lessee shall restore the surface to its former
condition at the sole cost and expense of the Lessee.
3. PARKING IN FRONT OF PREMISES: The Lessor agrees that if any vehicle
or vehicles are parked in spaces located in front of the Premises for a period
of one hour-or more and the store manager of Henry's Market is notified of such
parking that the Lessor, acting through the store manager, will immediately
remove such vehicle or vehicles.
4. CONTINGENCIES: This lease is subject to the Lessee's within ninety
(90) days from the date of. execution of this lease obtaining all permits,
licenses and other authorizations from the appropriate officials, boards or
other bodies necessary to allow the Lessee to construct, maintain, and use the
Premises for the purpose of establishing a retail branch bank with all the uses
permitted to a branch bank including, but not limited to, the purpose of housing
one or more Automated Teller Machines and night depository (all for use on a 24
hour per day basis) under Massachusetts General Laws. All to be done in
compliance with-the provisions of all applicable zoning by-laws, subdivisions
control laws, building and fire codes and all governmental laws, regulations,
codes or orders affecting the Premises including approval for the location as a
branch facility, and electronic branch facility of the Lessee by the Board of
Bank Incorporators pursuant to the provision of Massachusetts General Laws,
Chapter 172, Section 11 (all of the same being hereinafter referred to
collectively as "Authorizations"). Lessee shall have the right to waive any
contingency. If the contingencies of this section are not satisfied within
ninety (90) days from the date of execution of this lease then this l ease shall
become null and void.
5. TERM: The term of this lease shall be five (5) years commencing
fifteen (15) days after all necessary governmental and regulatory approvals to
operate a retail branch bank at the
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Premises as set forth in Section 4 have been granted to Lessee and all appeals
from such approvals have expired or. have been successfully concluded.
At the end of five (5) years this lease shall automatically continue for
an additional five (5) year period unless the Lessee in the last three (3)
months of the fifth year notifies the Lessor in writing that the lease is to
expire at the end of the ten years. At the end of the first five (5) year
extension this lease shall automatically continue for a second five (5) year
period unless the Lessee in the last three (3) months of the fifth year of the
first extended term notifies the Lessor in writing that the lease is to expire
at the end of the first five year extension. At the end of the second five year
extension this lease shall automatically continue for a third additional five
(5) year period unless the Lessee in the last three months of the second
extended term notifies the Lessor in writing that the lease is to expire at the
end of the second five year extension. At the end of the third five
year-extension this lease shall automatically continue for a fourth additional
five (5) year period unless the Lessee in the last three months of the third
extended term notifies the Lessor in writing that the lease is to expire at the
end of the third five year extension. At the. end of the fourth additional five
year extension this lease-shall automatically continue for a fifth additional
five (5) year period unless the Lessee in the last three months of the fourth
extended term notifies the Lessor in writing that the lease is to expire at the
end of the fourth five year extension.
6. RENT: Upon condition of the full, faithful and prompt performance,
observance and fulfillment by the Lessor of all the Lessor's covenants,
warranties, and representations and other obligations in connection with this
lease, the Lessee will pay to the Lessor the following rent:
Rent for the first five years shall be $3,000.00 per month, $36,000.00
per annum.
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The Rent as stated above shall be adjusted in the renewal
periods by the percentage increase in the United States Bureau of Labor
Statistics Consumer Price Index for all Urban Consumers, Boston,
Massachusetts [CPI-U] (the "Index") between the point at which the Index
stood a month prior to the Commencement Date of the original term or any
extended terms, as applicable, and the point at which the Index stands
one month prior to the day as of when such adjustment is being made. If
the Bureau of Labor Statistics shall cease publishing the Index, then
the Lessor and Lessee may select another price index (reasonably
comparable to the Index) published by the Bureau, or if not available,
published by a private publisher, and thereafter such other price index
shall be the Index hereunder. Provided, however, that such adjustment
shall in no event exceed a ten (10%) percent increase on the monthly
rent of $3,000.00 or $300.00 per renewal.
7. TITLE TO IMPROVEMENTS: The Lessee at all times shall be deemed to own
all of the right, title and interest in and to all fixtures, equipment and other
improvements hereafter placed, installed or erected upon or within the Premises,
and the Lessor shall be deemed to have no right, title or interest in any such
fixtures, equipment and other improvements and upon the expiration or earlier
termination of this lease, as herein provided, the Lessee shall remove its
properties from the Premises and restore the Premises to its condition at the
commencement of this lease at Lessee's sole cost and expense with the exception
of the vault which may be left in place at the option of the Lessee.
8. MAINTENANCE OF COMMON AREAS: The Lessor shall maintain and repair the
common areas in good condition and shall remove all snow, ice, water, debris,
and obstructions therefrom and maintain proper lighting therefor so as to keep
the same at all times safe and clear and in good condition and repair and usable
for their intended purposes, but the Lessor shall have no such responsibility
with respect to the Premises.
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9. UTILITIES AND HEAT: The Lessee shall pay for .all utilities consumed
in connection with the equipment and machinery for the separately serviced use
and occupancy of the Premises.
10. REPAIR AND MAINTENANCE: Lessee shall maintain the Premises,
reasonable use and wear and tear and damage by fire or casualty excepted. Lessor
shall provide, maintain, repair and replace the building structure, all
electrical, mechanical, heating, ventilating and air conditioning equipment,
plumbing, soil line, and other installations and facilities reasonably required
for comfortable occupancy of the Premises in good order and repair and repair
and replace glass or doors that may be damaged or broken all at its own expense.
11. REPRESENTATIONS AND WARRANTIES OF LESSOR: The Lessor covenants,
warrants and represents as -follows:
A. That the Lessor has good and marketable record title to the
Premises and the common -areas free from all encumbrances which
might interfere with the exercise or enjoyment by the Lessee of
its rights and privileges hereunder, and has full right, power
and authority to lease the Premises as herein provided.
B. That during the term hereof-the Lessor shall not create, permit
or suffer any mortgage, lien or encumbrance of any nature which
is not subordinate to or which interferes with the exercise and
enjoyment. by the Lessee of its rights and privileges hereunder
upon the Premises or the common areas.
C. That no mortgagee or owner of the Premises has or shall acquire
any claim or interest in or to the properties and improvements
of-the Lessee installed or erected upon or within the Premises.
12. PARKING: Lessee-agrees that its officers, agents and employees will
park their vehicles only on such portions of the common areas as the Lessor from
time to time shall designate as "employees' parking areas" which may be outside
of but conveniently located with respect to the Premises and the common areas.
Lessor
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will do all things necessary and appropriate to insure a continuing and adequate
traffic pattern as required for access to and from the Premises.
13. Cancellation: Lessee shall have the right to terminate this lease at
any time upon at least ninety (90) days' advance notice to Lessor in the event
that Henry's Market ceases to operate at its present location adjacent to the
Premises. Lessee shall also have the right to terminate this lease at any time
upon at least one year's advance notice to the Lessor provided -only that the
Lessee shall not exercise such right for the sole purpose of relocating its
automated remote transaction branch facility to a location within a one (1) mile
radius of the Premises. Nothing herein contained shall prohibit the Lessee from
so electing to terminate this lease without liability for liquidated damages or
otherwise for the purpose of opening a new branch facility within a one (1) mile
radius of the Premises if such branch facility shall include any manned function
(such as a manned drive-up teller window or conventional manned teller branch
facility) notwithstanding its inclusion also of automated banking facilities.
14. SIGNS: The Lessee may only erect such signs and banners on the
Premises as it may deem necessary or appropriate for its purposes and which
shall not be prohibited by any applicable zoning by-law, or other law, code, or
regulation with respect to the erection and maintaining of signs.
15. INSURANCE: During the term hereof the Lessee shall at its own
expense keep and maintain in force liability insurance in an amount not less
than One Hundred Thousand Dollars ($100,000.00) for injury to or death of one
- -(1) person as a result of one (1) occurrence, not less than. Three Hundred
Thousand Dollars ($300,000.00) for injury to or death of more-than one (1)
person as a result of one (1) occurrence and not -less than twenty-five Thousand
Dollars ($25,000.00) property damage insuring Lessee and Lessor against any
liability that it may accrue against them or either of them on account of any
accident or happening on the
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premises. Lessee shall furnish to Lessor certificates of all insurance required
under this paragraph upon request.
16. AMERICANS WITH DISABILITIES ACT COMPLIANCE: Lessor acknowledges its
responsibility to make the general premises and the Premises to comply with the
requirements of the Americans with Disabilities Act, 42 USC #12101 and the
regulations and accessibility guidelines for buildings and facilities issued
pursuant thereto.
17. DAMAGE, DESTRUCTION OR TAKING: If a substantial portion of the
Premises or common areas shall be destroyed or damaged by fire or other cause,
or taken by action of a public authority, the Lessee may terminate this lease by
written notice within sixty (60) days after such fire or other cause.
18. DEFAULT: If the Lessee defaults in the performance or observance of
any of the covenants or conditions herein contained on its part to be performed
or observed, the Lessor may give to the Lessee written notice thereof specifying
the default, and if such default has not been cured within thirty (30) days of
the giving of such notice, or such longer period as is hereinafter provided, the
Lessor may give to the Lessee written notice of the termination of this lease,
and the Lessee shall then surrender the Premises to the Lessor, and the Lessor
may at any time after such termination resume possession of the Premises by any
lawful means and, subject to the Lessee's right to remove its building and other
improvements, remove the Lessee and other occupants and their effects, by
dispossess proceedings or otherwise, without being liable to prosecution or
damage therefor. Provided, however, that, if the Lessee shall in good faith
contest-whether the Lessee is in default as specified in any written notice
specifying default given by the Lessor as herein above provided (other than
default in the payment of the rent hereunder) by instituting proceedings at law
or in equity in any court of law having jurisdiction over the matter within
thirty (30) days of the giving of such notice, the time within which the Lessee
shall have to cure such default, if any, shall be extended to the date which is
thirty (30) days after a
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final adjudication of such proceedings unfavorable to the Lessee and the
expiration of any applicable appeal period, or, if any appeal be taken and
prosecuted by the Lessee in good faith, thirty (30) days after a final
adjudication of the appeal unfavorable to the Lessee.
19. SHORT FORM: The parties hereto agree that upon request of either
party, the other party will execute whatever instruments may be necessary for
the recording of a short form or notice of this lease and any amendments thereto
or modifications thereof.
20. NOTICES: All notices hereunder shall be sufficiently given and shall
be deemed to be given when mailed by registered or certified mail, postage
prepaid, if addressed to the Lessor: _____________________________; if addressed
to the Lessee: Ipswich Savings Bank, 23 Market Street, Ipswich, Massachusetts
01938.
The Lessor and Lessee may, by notice given hereunder, designate any
different addresses to which subsequent notices shall be sent.
21. ADDRESS: Lessor will, upon receipt of a request therefor, assist the
Lessee in having a formal address assigned to the Premises.
22. MISCELLANEOUS: This lease shall be governed by the laws of The
Commonwealth of Massachusetts, shall be binding upon and. inure to the benefit
of the Lessor and the Lessee and their respective successors and assigns, and
may be amended or modified only by a written instrument signed by both parties
hereto.
23. CAPTIONS: The captions or headings in this lease are for convenience
only and in no way define, limit or describe the scope or intent of any
provision of this lease.
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Executed in duplicate as a sealed instrument this 4th day of March, 1996.
WITNESS; LESSOR:
/s/ James Stump /s/ Henry C. Swanson
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Henry C. Swanson
Estate of Leo A. Marquis
/s/ Mary G. Richards By: /s/ Charlotte Marquis
- ------------------------------ ------------------------------
LESSEE:
Ipswich Savings Bank
/s/ William Tinti By: /s/ David L Grey
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ADDENDUM A
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1. General Premises Owned by Lessor
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Land and the buildings situated thereon consisting of approximately 51,514
square feet located at 588 Cabot Street, North Beverly, Massachusetts
2. Leased Premises
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1,988 square feet at 588 Cabot Street, North Beverly, Massachusetts as shown on
the plan attached hereto and marked "B"
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