Exhibit 10.11 Lease agreement for UKB branch in Hampden, Maine
LEASE
This lease made this 23rd day of October, 2002, by and between Peter H.
Jensen, Trustee of the Coral Reef Realty Trust under a declaration of trust
dated April 10, 1995, hereinafter called the "Lessor", and UnitedKingfield Bank
hereinafter called the "Lessee".
WITNESSETH:
1. Premises:
Lessor does hereby demise and lease to Lessee, that portion of a
building located at Hannibal Hamlin Place, 58 Main Road North, Hampden, Maine,
known as 58 Main Road North, ["the premises"], consisting of approximately 992
sq. ft. on the first floor and approximately 802 sq. ft. on the second floor.
2. Term:
[A] This Lease shall be for a term of two [2] years, beginning
October 1, 2002, and ending September 30, 2004, unless sooner terminated or
extended in accordance herewith, but in any event subject to the terms and
conditions hereinafter provided.
[B] Lessee shall have the right, at the expiration of the original
term hereof, to one [1] renewal term of two [2] years. The terms, covenants,
conditions as are contained in this Lease, except rent, shall be negotiated by
the parties prior to expiration of the original term. The right to the renewal
term shall be exercised by written notice to Lessor at least ninety [90] days
prior to the expiration of the original term or any renewal term thereof.
* Security already on deposit.
3. Rent:
[A] The Lessee agrees to pay directly to the Lessor by making
delivery of payment to Lessor at 104 Chamberlain Street, Brewer, Maine 04412, or
at such other place that Lessor shall direct in writing, as rent for the leased
premises, the sum of One Thousand Five Hundred and Seventy Three dollars and
Fifty Three Cents [$1573.53] per month, due and payable on the first [1st] day
of each month during the term of this lease. In the event Lessee is five [5]
days or more behind in the payment of rent, the Lessor, may charge the Lessee a
late payment penalty in the amount of 10%, or $157.35, which must be paid with
that monthly rent due.
[B] In the event the term of this Lease is in excess of one [1]
year, then at the end of each one [1] year period, the fixed minimum rent shall
be adjusted upward three [3] percentage points.
* 4. Security Deposit:
In order to secure the performance of the term of this Lease,
Lessee agrees to deposit with Lessor the sum of One Thousand Three Hundred
Dollars [$1300.00] at the time of execution of this lease, which security
deposit shall be held by Lessor in a non-interest bearing account for the
duration of this Lease, or any extension. The security deposit shall be returned
by the Lessor to the Lessee within thirty [30] days after the termination of
this Lease, less any amount that is retained by Lessor to cover any breach of
the terms stated herein by Lessee and less any amounts as retained by Lessor to
cover the cost of hiring a professional cleaning service and-or repair service
in the event the premises are not in the same condition, normal wear and tear
excepted, as the premises were at the time of the commencement of this Lease. If
Lessor determines that Lessor has the right to retain any portion of the
security deposit, Lessor shall notify the Lessee by written statement of the
basis for that determination within said thirty [30] day period mailed to the
Lessee's last known address.
5. Care of Premises:
Lessee's execution of this Lease shall constitute acknowledgment
that the premises and the contents located therein are in good, habitable,
tenantable order and condition in all respects. The Lessee agrees and covenants
not to make or permit any structural alterations, additions, or improvements in
or to the premises and-or contents without first obtaining the express
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written permission of the Lessor. Any and all alterations, decorations,
additions, or improvements shall not injure the safety of the structure of the
building or diminish its value and shall be done in a good and workmanlike
manner. Lessee shall promptly pay when due the entire cost of any work to the
premises undertaken by the Lessee so that said premises shall at all times be
free of liens for labor or materials, procure all necessary permits before
undertaking any work, and perform all such work in a good and workmanlike
manner, employing materials of good quality and complying with all government
requirements.
Lessee shall not make or suffer any strip or waste. Lessee shall obtain
Lessor's written consent as to the size, location, and placement of any exterior
sign, name display, and/orlogo. Lessee shall be solely responsible for
maintaining and displaying its name and logo upon the premises. Lessee shall
keep the premises and/or contents in good repair, order and condition and at the
termination of the Lease, shall yield and deliver up the premises and all
property belonging to the Lessor in good, clean, and tenantable order and
condition, normal wear and tear only excepted. The Lessee, at Lessee's sole
expense, shall remove any alterations, decorations, additions, or improvements
made by Lessee during its occupancy of the premises under this Lease, and should
be responsible for repairing any damage caused by such removal. In the event
Lessee vacates leaving any alterations, decorations, additions or improvements
they shall become the sole property of the Lessor. Lessee further agrees that
any alterations, decorations, improvements, additions, or other undertakings of
the Lessee shall be at Lessee's sole expense, which Lessee shall indemnify and
hold harmless the Lessor from any and all liability arising therefrom, which
indemnification shall include any and all costs incurred by Lessor, including
attorney's fees, arising from any claim asserted therefrom.
During the term of this Lease, Lessee shall at its sole cost and
expense:
Maintain and repair in good working order non-structural elements of the
interior of the Leased premises to include the plumbing system, electrical
system, lighting system including bulbs and ballast, wall and floor coverings
and the air conditioning system.
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During the term of this Lease, Lessor shall at its sole cost and
expense:
Maintain and repair in good working order all structural elements of the
interior and exterior of the premises to include all walls, roof, foundation,
heating system, water and sewer lines to the premises, and the parking lot.
6. Cleanliness:
The Lessee shall keep the premises in a clean condition at all
times. No dirt, trash, garbage, or refuse or any other substance shall be
disposed from the premises or the building except in the proper receptacles. It
shall be the Lessee's responsibility to provide for such interior receptacles
and the responsibility of Lessee to deposit such in the trash receptacle at the
rear of the center provided by Lessor. The Lessee shall not permit anything to
be thrown from the windows, doors, balconies, or porches of the premises. The
Lessee shall not dispose or permit to be disposed any automobile part or
accessory upon premises, or the buildings or grounds thereof, except in proper
receptacles.
7. Disturbance:
The Lessee agrees and covenants not to make or permit disturbing
noises to be made by Lessee, its employees, agents, and/or invites in the
premises or the building or the grounds thereof, nor do or permit anything by
such persons which is unlawful, improper, or otherwise offensive to or which
shall interfere with the rights, comforts, or convenience of surrounding
neighbors. Lessee agrees not to permit any act or thing to be done on the
premises which would constitute a nuisance or which may make void or voidable
any insurance on said premises against fire.
8. Use of Premises:
Unless prior written consent of the Lessor is obtained by the
Lessee, premises shall be used solely for the operation of Lessee's personal and
professional services business, and shall be occupied for the following purpose
[s] only: Branch banking and related services. Lessee shall, during the term of
this Lease conduct itself and display its signs in conformance with all
regulations of governing bodies.
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9. Parking of Vehicles:
The Lessee shall have the right to park its employee motor
vehicles in the designated parking lot, which is located to the rear of the
"Village Laundry". Lessee has four marked spaces in front of the premises
additional customers may park in any other spaces provided for the general
public. The Lessee further agrees not to interfere with the rights of any other
occupants of the center.
10. Utilities:
[A] Except as may be listed in subparagraph [C], the Lessee shall
contract and pay for all utilities and services on the Leased premises,
including but not limited to, telephone, electricity, hot water, liability
insurance, interior janitorial services, and snow and ice removal on steps,
porches and ramps serving the premises. Lessee shall keep the leased premises
sufficiently heated to prevent the pipes therein from freezing.
[B] Lessor shall contract for snow removal and sanding of the
parking lot servicing the entire center. Lessee shall reimburse Lessor within
fifteen [15] days of the date of any invoice submitted by Lessor, representing
Lessee's pro rated share of Lessor's expense for snow removal and sanding.
Lessee's pro rated share shall be based upon 1794 sq. ft. which is the number of
square feet comprising the Leased premises, divided by 17,347, the total square
feet available for Lease at Hannibal Hamlin Place, Hampden, Maine, multiplied by
the total amount of Lessor's current bill.
[C] Lessor shall pay real estate taxes, trash removal, building
insurance, heat, water and sewer fees, and contract for snow removal and sanding
only.
11. Personal Property Taxes:
The Lessee shall be solely responsible for the payment of all
personal property taxes attributable to the Lessee's business and\or occupancy
of the premises.
12. Indemnity and Public Liability Insurance:
[A] Lessee shall defend, exonerate, save harmless, protect and
indemnify Lessor from and against any and all losses, liabilities, damages,
claims, suits, demands, actions, judgments,
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costs and expenses, including attorneys fees, which may arise from, grow out of,
or be attributable to [i] Lessee's possession, use, occupation or control of the
premises, [ii] any injury to, or death of, any person or persons, or damage to
any property while on the demised premises, or [iii] any negligence act or
default of Lessee or its agents, servants, employees, guests or contractors.
[B] Lessee shall maintain with respect to the premises public
liability insurance with limits of coverage of not less than One Million
Dollars, insuring Lessor and Lessee against any claims, suits, proceedings,
liabilities, demands or judgments which shall arise out of, or in connection
with, [i] the possession, use, occupation or control of the premises, [ii] any
injury, including death, or damage to any person or property while on the
premises, and [iii] any injury, including death, or damage to any person or
property anywhere occasioned by any act, neglect or default of Lessee or its
agents, servants, employees or contractors. Such policies shall name, in
addition to the Lessor as loss payee, Merrill Merchants Bank as mortgagee, to
the extent its interests mar appear.
[C] Lessee agrees to provide Lessor with a Certificate of Insurance
setting forth all insurance coverage required by this Lease, at the time of
execution of this Lease, and each time insurance contracts are renewed.
13. Keys and Locks:
Lessor may retain a passkey to the premises. Lessee shall not
alter any lock or install a new or additional lock or locks without Lessor's
permission and only than upon providing Lessor an additional key for such
altered, new, or additional lock. Any such lock once installed, shall not be
removed at the termination of the Lease, or prior thereto, without Lessor's
prior written consent and shall become the property of the Lessor upon being
installed. If Lessee fails to provide Lessor with a key, as forsaid, Lessor may
terminate this Lease, on thirty- [30] days written notice. Upon termination of
this Lease, Lessee shall deliver the keys to the premises to Lessor or his
representative. If Lessee fails to so deliver, Lessor may change the lock or
locks on the premises and charge the Lessee with the cost thereof. Delivery of
keys to Lessor or anyone acting in their behalf shall not constitute a surrender
or acceptance of surrender if the premises, unless so stipulated by Lessor in
writing.
14. Loss or Damage:
Lessor shall not be liable to Lessee for damage to or loss of
property which may be lost or stolen, damaged or destroyed
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by fire, water, steam, or otherwise; nor shall Lessor be liable for such damage
resulting from falling plaster, falling ice, leaks in the premises or in the
building or otherwise.
15. Access to Premises:
Lessee may not unreasonably withhold consent to the Lessor to
enter the premises, in order to inspect the premises, and make necessary
repairs, decorations, alterations, or improvements, supply necessary or agreed
services, or exhibit the premises to prospective or actual purchasers,
mortgagees, tenants, representatives of insurance companies, workman or
contractors. In the event of a necessary interruption for repairs or
emergencies, Lessor shall not be liable to Lessee for any inconvenience,
disturbance, or loss of utility or services during the period nor shall Lessee
be entitled to a reduction in rent therefor. Any such interruption lasting more
than thirty [30] days shall be treated as a casualty under section 17 hereof.
The right of access granted herein shall not be limited by Lessee's absence from
the premises. The provisions of this paragraph shall not obligate Lessor to make
any alterations, addition, repair, or improvement to the premises except as may
be required by law. During the final ninety [90] days of the term of this Lease
or any extension thereof, Lessor may place rental or for sale signs upon the
premises.
16. Force Majeure:
Interruption or curtailment of any service maintained in the
Leased premises, if caused by strikes, mechanical difficulties, or any other
cause beyond the Lessor's control, whether similar or dissimilar to those
enumerated, shall not entitle the Lessee to any claim against Lessor or to any
reduction in rent, nor shall the same constitute constructive or partial
eviction, unless the Lessor shall fail to take such measures as may be
reasonable in the circumstances to restore the service without undue delay.
17. Fire or other Casualty;
In the event the whole or any part of the premises shall be
destroyed or damaged by fire or other casualty such that the premises can no
longer be reasonably used for the purposes described in paragraph 8 above, and
if Lessor does not repair the premises within sixty [60] days, this Lease may be
terminated and ended at the election of either Lessee or Lessor, provided that
notice in writing of such election shall be sent by the party so electing to the
other within sixty [60] days after such destruction or damage as aforesaid. Upon
termination as aforesaid
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by either party hereto, this Lease and the term hereof shall cease and come to
an end, and any unearned rent or other charges paid in advance shall be refunded
to Lessee; provided, however, that Lessee shall be permitted a reasonable period
of time thereafter to remove its property. If neither Lessor or Lessee terminate
this Lease as aforesaid within the time provided, Lessor shall forthwith,
subject to the availability of insurance proceeds and the ability to obtain
applicable governmental permits, proceed to repair and restore the premises to
substantially their condition prior to such damage or destruction, and until
such repair and restoration is completed, a just and proportionate part of the
rent and other charges payable hereunder, according to the nature and extent to
which the premises shall have been rendered inaccessible or unusable in whole or
in part, shall be suspended or abated.
18. Eminent Domain:
If any material portion of the premises shall be taken under the
exercise of the power of eminent domain by any competent governmental authority,
then, at the election of the Lessor, this Lease shall terminate. In the event
that either Lessor or Lessee elects to terminate this Lease, any balance of
prepaid rental hereunder shall be apportioned between the Lessor and Lessee as
of the date of such taking. In the event that either Lessor or Lessee elects to
terminate the Lease, then Lessee's rent shall be diminished accordingly
proportionate to the amount of said taking.
The entire award for any taking shall belong to Lessor, except
that Lessee shall be entitled to such portion of the award as is attributable to
the value of any leasehold improvements made on the premises by, or at the
expense of, Lessee. Despite anything herein to the contrary contained, Lessee
shall not be prevented from making a claim in its own name against any such
condemning authority with respect to any furniture, trade fixtures, trade
equipment, merchandise or personal property of any kind belonging to Lessee and
not forming part of the real estate, or for the cost of moving all the same, and
any such award made directly to Lessee shall belong entirely to Lessee.
19. Subletting and Assignments:
Lessee shall not assign or underlet any part or the whole of the
premises nor permit any other person to occupy the premises other than those
specifically indicated above nor shall the Lessee license the use of the
premises to anyone nor rent any room therein without first obtaining for such
sublease,
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assignment, license, or otherwise, Lessor's written consent, and such consent,
once having been given, shall be required for all subsequent occasions.
Notwithstanding receipt of a consent from Lessor to a subletting or assignment,
Lessor and Lessee agree that Lessee shall, absent the express written release by
Lessor of Lessee, still remain responsible for compliance with the terms and
conditions and the timely performance of each and every other obligation and
duty, including payment of any monies due, as contained within this Lease during
the tenancy there of.
The collection of rent and/or any monies due from the assignee,
subtenant, or occupant shall not be deemed a waiver of the covenant herein
against assignment and subletting, or the acceptance of such assignee,
subtenant, or occupant as a Lessee, or release of Lessee from the further
performance of the covenants herein contained.
20. Miscellaneous Provisions:
Lessee agrees and covenants to conform to such reasonable
general rules and regulations, which Lessor may establish from time to time. No
articles or obstructions shall be placed in the halls or other common areas or
passageways of the premises.
21. Defaults and Remedies; Waiver: If Lessee:
[A] Fails to comply with any term, covenant, condition, or
obligation contained in this Lease and such failure is not cured within seven
[7] days after notice has been given pursuant to paragraph 23 hereof, or
[B] Institutes voluntary bankruptcy proceedings, or bankrupt, or
[C] On proceedings instituted by anyone else, Lessee be adjudged
bankrupt, or
[D] Makes an assignment for the benefit of creditors, or
[E] A receiver is appointed for the property or affairs of Lessee
and such receivership is not vacated within ten [10] days after the appointment
of such receiver, or
[F] The rights of Lessee herein pass by operation of law, or
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[G] The premises are abandoned or left vacant for more than thirty
[30] days, other than as a result of regulatory event or force majeure, without
prior notice to Lessor,
then the Lessor may, at Lessor's option, terminate all the rights of the Lessee
hereunder by written notice to Lessee, and the Lessor shall be entitled to
exercise all remedies herein provided for breach by the Lessee as well as any
and all remedies provided by law or in equity. Lessee also agrees to pay Lessor
Lessor's damages and/or costs, including attorney's fees, and/or for money
damages incurred in regaining possession of the premises, the cost of reletting
the premises including brokerage commissions, and the cost of redecorating and
repairing the premises which Lessor may incur for the premises. Upon any such
expiration or termination of this Lease, Lessee shall quit and peacefully
surrender the premises to Lessor, and Lessor, upon or at any expiration or
termination, may without further notice, enter upon and re-enter the premises
and possess and repossess themselves thereof, by summary proceedings or
otherwise, and may dispossess Lessee and remove Lessee and all other persons and
property from the premises and may have, hold and enjoy the premises and the
rights to receive all rental income of and from the same.
No such expiration or termination of this Lease, or summary proceedings,
abandonment or vacancy, shall relieve Lessee of its liability and obligation
under this Lease; provided, however, Lessor shall make reasonable efforts to
relet the premises and all amounts received will be credited against amounts due
from Lessee.
22. Holding Over: In the event the Lessee shall continue in the
occupancy of the premises after the expiration of the term or any extension
thereof, such occupancy shall not be deemed to extend or renew the term of this
Lease, but such occupancy shall continue as a tenancy at will from month to
month upon the covenants, provisions and conditions herein contained.
23. Notices:
Any notice to either party to the other shall be in writing and
shall be deemed to be duly given only if delivered personally or mailed by
certified mail in a postpaid envelope addressed [A] if to the Lessee, at the
address of the Leased premises, or [B] if to the Lessor, at 104 Chamberlain
Street, Brewer, Maine 04412, with a copy to Stuart M. Cohen, Esq. P.O. Box 613,
Bangor, Maine 04402-0613; provided, however, that if either party shall admit,
either in writing or under oath, the receipt of notice, evidence of service in
accordance with shall be unnecessary.
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24. Waiver:
The waiver of any breach or any term, condition, covenant,
obligation, or agreement contained herein shall not be construed as a waiver of
that or any other term, condition, covenant, obligation, or agreement, or any
subsequent breach thereof. No modification of any provision hereof and no
cancellation or surrender hereof shall be valid unless in writing and signed by
Lessor and Lessee.
25. Separability Clause:
If any provision or a portion of a provision of this Lease or
the application thereto any party hereto or circumstances shall be held invalid,
than the remainder of this Lease or the remainder of such provision and the
application thereof to any party hereto or circumstances shall not be thereby
affected.
26. Construction of Terms:
The word "Lessor" shall be construed to include the plural, and
whenever the context permits it shall include all persons claiming through or
under the Lessor. All masculine or singular pronouns shall include the feminine,
neuter, and plural thereof and vice versa wherever the sense of the language so
requires.
27. Representation:
No representations or promises with regard to the premises or
buildings have been made which are not included in this Lease in writing. This
Lease represents the entire agreement between Lessor and Lessee, being a
commercial Lease.
28. Memorandum:
This Lease shall not be recorded, but each party agrees, at the
request of the other, to enter into a mutually satisfactory Memorandum of Lease
in recordable form.
29. Binding Effect:
Except as heretofore provided, this Lease shall be binding upon
both parties hereto and their respective successors and assigns.
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In Witness Whereof, the parties hereto and to a duplicate original
hereof have set their hands and seals on the day and year first above written.
- ---------------------------------
Lessor: Lessor
Peter H. Jensen, Trustee
Coral Reef Realty Trust
104 Chamberlain Street
Brewer, Maine 04412
- ---------------------------------
Lessee: Lessee:
Unitedkingfield Bank
Mr. Daniel Swindler
245 Commercial Street
Rockland, Maine 04856
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