39
EXHIBIT 10.8
Lease dated May 20, 1998 between Progressive Bank, N.A.
and Robert Scott Lumber Company.
40
LAND LEASE FOR ATM
THIS LEASE is made this 20th day of May , 1998, by
-------------- ------------------
and between ROBERT SCOTT LUMBER COMPANY, a West Virginia Corporation (Lessor)
and PROGRESSIVE BANK, N.A. WHEELING, of Wheeling, West Virginia (Lessee).
WHEREAS, the Lessee desires to install, operate, and maintain an
automatic teller machine (ATM) upon certain property currently owned by the
Lessor, and the parties intend that their agreements regarding such
arrangement be stated in this lease.
NOW, THEREFORE, in consideration of the mutual covenants of the parties
herein made and undertaken, it is agreed:
1. LEASED PREMISES.
--------------- Lessor leases to Lessee land approximating 96 square
feet situated on the west side of West Virginia State Route 2, just north of
8th Street, Wellsburg, WV, and being a portion of Lots 229 and 230 of the
General Plan of the Town of Wellsburg, Brooke County, West Virginia, said
leased premises depicted generally in the attached sketch, for the purpose of
installing, operating, and maintaining an ATM. The precise location of the
leased premises shall be determined by field measurements upon layout of the
improvements, including the curbcut onto State Route 2.
2. TERM.
----- Lessor demises the leased premises for a term of seven (7)
years, commencing on or about June 1, 1998, the inception date to be precisely
determined at the time Lessee or its contractors shall commence construction,
and terminating on May 31, 2005, unless earlier terminated upon a default of
performance of the lease by Lessee.
3. RENT.
----- Lessee shall pay to Lessor as rent for the leased premises
during the seven year term of the lease the total sum of Thirty Three Thousand
Dollars ($33,000.00), payable in monthly installments of Five Hundred Dollars
($500.00), in advance each month, beginning on the first day of the 18th month
following the inception of this lease, as determined by the start of
construction under Paragraph 2. In addition, Lessee agrees to make payment
for the undertaking and completion of certain improvements to both the leased
premises and the surrounding parking lot/traffic movement areas also owned by
the Lessor, as depicted in the attached site plan. The description and
anticipated cost of said improvements is attached to this lease in the quote
of Pete Grubich Contracting dated 4/27/98, and is Eight Thousand Five Hundred
Fifty Dollars ($8,550.00). The payment by Lessee for such surrounding site
work shall be in lieu of any payment by Lessee of rent for the first 18 months
of the lease term.
4. CONSTRUCTION AND OWNERSHIP OF LEASEHOLD IMPROVEMENTS.
-----------------------------------------------------
Lessee shall be responsible to construct at its own expense the ATM machine,
and all associated improvements, including utility installations, necessary to
place it into operation in accordance with Lessee's specifications. Lessor
shall have no obligation to pay any of such costs or expenses, and shall be
held harmless by Lessee against any claim for mechanics' or materialmen liens
associated with such improvements to the leasehold premises, or to the
surrounding
41
premises owned by Lessor. At the termination of this lease, whether by lapse
of time or otherwise, all ATM improvements then and at such time upon or
within the described leased premises shall belong to Lessee, and Lessee, at
its sole expense, shall within 60 days after the termination of this lease,
remove such improvements, and shall restore or finish the footprint area of
said ATM premises to the condition then-existing of the surrounding
parking/traffic movement area. Any improvements to the parking/traffic flow
areas undertaken at the inception or during the term of this lease shall
remain the property of the Lessor.
5. REPAIRS.
-------- Repair and maintenance of the ATM machine shall be the sole
responsibility of Lessee. Neither Lessor nor any of its agents or employees
shall attempt to repair, modify, or alter in any way whatsoever the Lessee's
ATM improvements. Lessee shall perform such maintenance and repair of the
parking/traffic movement area as it deems necessary or desirable to facilitate
smooth traffic flow and use of its ATM. Unless agreed otherwise, Lessor shall
have no obligation to perform maintenance or repairs to the parking/traffic
movement areas to facilitate access to or use of the ATM leased premises.
6. SOLE OCCUPANCY AND ACCESS.
-------------------------- Lessee shall have sole possession and
occupancy of the leased premises and the ATM improvements thereupon, and shall
have access at all times thereto for purposes of maintaining and servicing the
improvements. Lessor agrees not to cause, not to tolerate or permit others to
cause, any obstruction or restriction of access of Lessee or the traveling
public to the ATM over the intended ingress/egress easements.
7. UTILITIES.
---------- Lessee shall acquire and pay for any and all utilities as
may be required by Lessee for the illumination of the leased premises and for
normal operation of the ATM machine and its related equipment.
8. INDEMNIFICATION.
--------------- Lessee shall indemnify, hold harmless and defend
the Lessor, its shareholders, directors, officers, and employees, against any
and all claims or losses of any third party for personal or bodily injury, or
property damage, resulting from or in any way arising out of the installation,
maintenance, operation, use, or benefit to Lessee of said ATM, including any
and all costs of litigation, and such claims or losses due to electrical power
failure, criminal mischief, burglary, or robbery, but excluding from this
provision any claims or losses occasioned by the negligent, willful, or
reckless acts or omissions of the Lessor, or its employees or agents.
9. QUIET ENJOYMENT.
---------------- Lessor hereby covenants with Lessee that, provided
Lessee has performed its covenants and agreements under this lease, Lessee
shall have quiet, exclusive, and peaceful possession of the leased premises,
on the terms herein provided, for the term of this lease or any extension
hereof. Lessor warrants that it has title to the leased premises and that no
agreement, lien or encumbrance otherwise interferes with its right to make
this agreement.
10. INGRESS AND EGRESS.
------------------- Lessor hereby grants a nonexclusive easement
for ingress and egress to the leased premises across the surrounding parking
lot/traffic movement areas which are the subject of the Grubich paving
contract, such easement to remain appurtenant to the leasehold premises for so
long as this lease shall remain in existence and not be otherwise
42
terminated, for the use of Lessee, its employees and agents, its customers,
and other ATM card holders intending to make use of the Lessee's ATM machine.
Any directional pavement markings or signage deemed necessary or required by
Lessee for the safe and convenient operation of its ATM shall be the sole
responsibility of the Lessee and Lessor shall have no obligation to maintain
same once installed; provided, Lessee shall confer with Lessor prior to
installation of any markings or signage to minimize or avoid any interference
with Lessor's ongoing business.
11. This agreement contains the entirety of the parties' agreements and
understandings, and changes hereto must be in writing to be enforceable as a
part of this agreement. The provisions of this lease shall apply to, bind,
and inure to the benefit of the Lessor and Lessee, and their respective
successors and assigns.
ROBERT SCOTT LUMBER CO., Lessor: PROGRESSIVE BANK, N.A.,
WHEELING, Lessee:
By: C.H. Beall, III, President By: Ronald L. Solomon
--------------------------------- -------------------------------
Authorized Officer Authorized Officer
STATE OF WEST VIRGINIA,
COUNTY OF BROOKE, to-wit:
The foregoing instrument was acknowledged before me this day of
------
, 1998, by , on behalf of Robert Scott Lumber
- ------------- --------------------
Company, a West Virginia Corporation, as its duly authorized officer.
----------------------------
Notary Public
My commission expires:
STATE OF WEST VIRGINIA,
COUNTY OF Ohio , to-wit:
------------------
The foregoing instrument was acknowledged before me this 20th day of
-------
May , 1998 by Ronald L. Solomon , on
-------------------- --------------------------------------
behalf of Progressive Bank, N.A. Wheeling, as its duly authorized officer.
Debra M. Tomlin
------------------------------------
Notary Public
My commission expires: