Exhibit 10.9
LEASE AGREEMENT #1
Agreement, made as of the 15th day of December, 1995, by and between
Dominion Properties, L.P., a Pennsylvania Limited Partnership having its
principal place of business at Fifth Floor, Two Bala Plaza Office Building, Bala
Cynwyd, Pennsylvania, C/O Xxxxxx X. Xxxxx, Xx. ("Landlord") and The First
Sterling Bank, a Pennsylvania Corporation doing business in the Commonwealth of
Pennsylvania and having its executive offices at The First Sterling Bank
Building, 00 Xxxx Xxxxxxxxx Xxxxxx, Xxxxx, Xxxxxxxxxxxx ("Tenant").
WITNESSETH
WHEREAS, Landlord and Tenant have entered into a lease of 3124 square
feet in the building known as The Xxxxxxx Building, 558 Lancaster Avenue,
Radnor, Pennsylvania, which lease commenced January 1, 1989 and expires December
31, 1998.
WHEREAS, Landlord and Tenant desire to extend this lease in the
respects hereinafter set forth.
NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency whereof are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto agree
as follows:
1. Landlord and Tenant hereby agree to modify the term of the lease to
a ten year term beginning January 1, 1996, and extending until December 31,
2005.
2. Landlord and Tenant hereby agree that Tenant shall have the option
to renew this lease for two five year periods by providing written notice to the
Landlord one year in advance of the then expiring term.
3. Landlord and Tenant agree that all other terms and conditions of
this lease including the payment of rent shall remain in full force and effect
with the increases to base rent during the renewal periods to be calculated upon
the then immediately preceding year.
4. Except as expressly modified by this Agreement, the lease is hereby
ratified, confirmed, and continued in full force and effect.
Exhibit 10.9
5. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, executors, legal representatives,
successors and assigns.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
Dominion Properties, L.P. The First Sterling Bank
By: By:
----------------------------- -----------------------------
Attest: Attest:
------------------------- -------------------------
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Exhibit 10.9
OFFICE BUILDING LEASE
1. PARTIES. This Lease, dated, for reference purposes only, September 15, 1988,
is made by and between Main Line Realty Partners (herein called "Landlord") and
First Sterling Bank (herein called "Tenant").
2. PREMISES. Landlord does hereby lease to Tenant and Tenant hereby leases from
Landlord that certain office space (herein called "Premises") indicated on
Exhibit "A" attached hereto and hereby reference thereto made a part hereof,
said Premises being agreed for the purpose of this Lease, to have an area of
approximately 3,124 square feet and being situated on the 1st floor of that
certain Building known as The Xxxxxxx Building, 000 X. Xxxxxxxxx Xxx., Xx.
Xxxxxx, XX.
Said Lease is subject to the terms, covenants and conditions herein set
forth and the Tenant covenants as a material part of the consideration for this
Lease to keep and perform each and all of said terms, covenants and conditions
by it to be kept and performed and that this Lease is made upon the condition of
said performance.
3. TERM. The term of this Lease shall be for 10 years, commencing on the 1st day
of January, 1989, and ending on the 31st day of December, 1998.
4. POSSESSION.
4.a If the Landlord, for any reason whatsoever, cannot deliver
possession of the said Premises to the Tenant at the commencement of the term
hereof, this Lease shall not be void or voidable, nor shall Landlord be liable
to Tenant for any loss or damage resulting therefrom, nor shall the expiration
date of the above term be in any way extended, but in that event, all rent shall
be abated during the period between the commencement of said term and the time
when Landlord delivers possession.
4.b In the event that Landlord shall permit Tenant to occupy the
Premises prior to the commencement date of the term, such occupancy shall be
subject to all the provisions of this Lease. Said early possession shall not
advance the termination date hereinabove provided.
5. RENT. Tenant agrees to pay to Landlord as rental, without prior notice or
demand, for the Premises the sum of Five Thousand, Two hundred and six and
67/100 ($5,206.67) Dollars, on or before the first day of the first full
calendar month of the term hereof and a like sum on or before the first day of
each and
Exhibit 10.9
every successive calendar month thereafter during the term hereof, except that
the first month's rent shall be paid upon the execution hereof. Rent for any
period during the term hereof which is for less than one (1) month shall be a
prorated portion of the monthly installment herein, based upon a thirty (30) day
month. Said rental shall be paid to Landlord, without deduction or offset in
lawful money of the United States of America, which shall be legal tender at the
time of payment at the Office of the Building, or to such other person or at
such other place as Landlord may from time to time designate in writing. * (See
Page 5, Section 5a Rent).
Even though the term has expired and Tenant has vacated the Premises,
when the final determination is made of Tenant's share of Direct Expenses for
the year in which this Lease terminates, Tenant shall immediately pay any
increase due over the estimated expenses paid and conversely any overpayment
made in the event said expenses decrease shall be immediately rebated by
Landlord to Tenant.
Notwithstanding anything contained in this Article, the rental payable
by Tenant shall in no event be less than the rent specified in Article 5
hereinabove.
6. [Intentionally Omitted]
7. [Intentionally Omitted]
8. USE. Tenant shall use the Premises for general office purposes and shall not
use or permit the premises to be used for any other purpose without the prior
written consent of Landlord.
Tenant shall not do or permit to be done in or about the Premises nor
bring or keep anything therein which will in any way increase the existing rate
of or affect any fire or other insurance upon the Building or any of its
contents, or cause cancellation of any insurance policy covering said Building
or any part thereof or any of its contents. Tenant shall not do or permit
anything to be done in or about the Premises which will in any way obstruct or
interfere with the rights of other tenants or occupants of the Building or
injure or annoy them or use or allow the Premises to be used for any improper,
immoral, unlawful or objectionable purpose, nor shall Tenant cause, maintain or
permit any nuisance in, on, or about the Premises. Tenant shall not commit or
suffer to be committed any waste in or upon the Premises.
9. COMPLIANCE WITH LAW. Tenant shall not use the Premises or permit anything to
be done in or about the Premises which will in any way conflict with any law,
statute, ordinance or governmental rule or regulation now in force or which may
hereafter be enacted or promulgated. Tenant shall, at its sole cost and expense,
promptly comply with all laws, statutes, ordinances and governmental rules,
regulations or requirements now in force or
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Exhibit 10.9
which may hereafter be in force, and with the requirements of any board of fire
insurance underwriters or other similar bodies now or hereafter constituted,
relating to, or affecting the condition, use or occupancy of the Premises,
excluding structural changes not related to or affected by Tenant's improvements
or acts. The judgment of any court of competent jurisdiction or the admission of
Tenant in any action against Tenant, whether Landlord be a party thereto or not,
that Tenant has violated any law, statute, ordinance or governmental rule,
regulation or requirement, shall be conclusive of that fact as between the
Landlord and Tenant.
10. ALTERATIONS AND ADDITIONS. Tenant shall not make or suffer to be made any
alterations, additions or improvements to or of the Premises or any part thereof
without the written consent of Landlord first had and obtained and any
alterations, additions or improvements to or of said Premises, including, but
not limited to, wall covering, paneling and built-in cabinet work, but excepting
movable furniture and trade fixtures, shall on the expiration of the term become
a part of the realty and belong to the Landlord and shall be surrendered with
the Premises. In the event Landlord consents to the making of any alterations,
additions or improvements to the Premises by Tenant, the same shall be made by
Tenant at Tenant's sole cost and expense, and any contractor or person selected
by Tenant to make the same must first be approved of in writing by the Landlord.
Upon the expiration or sooner termination of the term hereof, Tenant shall, upon
written demand by Landlord, given at least thirty (30) days prior to the end of
the term, at Tenant's sole cost and expense, forthwith ad with all due diligence
remove any alterations, additions or improvements made by Tenant, designated by
Landlord to be removed, and Tenant shall, forthwith and will all due diligence
at its sole cost and expense, repair any damage to the Premises caused by such
removal.
11. REPAIRS.
11.a By taking possession of the Premises, Tenant shall be deemed to
have accepted the Premises as being in good, sanitary order, condition and
repair. Tenant shall, at Tenant's sole cost and expense, keep the Premises and
every part thereof in good condition and repair, damage thereto from causes
beyond the reasonable control of Tenant and ordinary wear and tear excepted.
Tenant shall upon the expiration or sooner termination of this Lease hereof
surrender the Premises to the Landlord in good condition, ordinary wear and tear
and damage from causes beyond the reasonable control of Tenant excepted. Except
as specifically provided in an addendum, if any, to this Lease, Landlord shall
have no obligation whatsoever to alter, remodel, improve, repair, decorate or
paint the Premises or any part
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Exhibit 10.9
thereof and the parties hereto affirm that Landlord has made no representations
to Tenant respecting the condition of the Premises or the Building except as
specifically herein set forth.
11.b Notwithstanding the provisions of Article 11.a hereinabove,
Landlord shall repair and maintain the structural portions of the Building,
including the basic plumbing, air conditioning, heating and electrical systems,
installed or furnished by Landlord, unless such maintenance and repairs are
caused in part or in whole by the act, neglect, fault or omission of any duty by
the Tenant, its agents, servants, employees or invitees, in which case Tenant
shall pay to Landlord the reasonable cost of such maintenance and repairs.
Landlord shall not be liable for any failure to make any such repairs or to
perform any maintenance unless such failure shall persist for an unreasonable
time after written notice of the need of such repairs or maintenance is given to
Landlord by Tenant. Except as provided in Article 22 hereof, there shall be no
abatement of rent and no liability of Landlord by reason of any injury to or
interference with Tenant's business arising from the making of any repairs,
alterations or improvements in or to any portion of the Building or the Premises
or in or to fixtures, appurtenances and equipment therein. Tenant waives the
right to make repairs at Landlord's expense under any law, statute or ordinance
now or hereafter in effect.
12. LIENS. Tenant shall keep the Premises and the property in which the Premises
is situated free from any liens arising out of any work performed, materials
furnished or obligations incurred by Tenant. Landlord may require, at Landlord's
sole option, that Tenant shall provide to Landlord at Tenant's sole cost and
expense, a lien and complete bond in an amount equal to one and one-half (1 1/2)
times any and all estimated cost of any improvements, additions, or alterations
in the Premises, to insure Landlord against any liability for mechanics' and
materialmen's liens and to insure completion of the work.
13. ASSIGNMENT AND SUBLETTING. Tenant shall not either voluntarily or by
operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber
this Lease or any interest therein, and shall not sublet the said Premises or
any part thereof, or any right or privilege appurtenant thereto, or suffer any
other person (the employees, agents, servants and invitees of Tenant excepted)
to occupy or use the said Premises, or any portion thereof, without the written
consent of Landlord first had and obtained, which consent shall not be
unreasonably withheld, and a consent to one assignment, subletting occupation or
use by any other person shall not be deemed to be a consent to any subsequent
assignment, subletting, occupation or use by another person. Any such assignment
or subletting without such
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Exhibit 10.9
consent shall be void, and shall, at the option of the Landlord, constitute a
default under this Lease.
14. HOLD HARMLESS. Tenant shall indemnify and hold harmless Landlord against and
from any and all claims arising from Tenant's use of the Premises for the
conduct of its business or from any activity, work, or other thing done,
permitted or suffered by the Tenant in or about the Building, and shall further
indemnify and hold harmless Landlord against and from any and all claims arising
from any breach or default in the performance of any obligation on Tenant's part
to be performed under the terms of this Lease, or arising from any act or
negligence of the Tenant, or any officer, agent, employee, guest, or invitee of
Tenant, and from all and against all cost, attorney's fees, expenses and
liabilities incurred in or about any such claim or any action or proceeding
brought thereon, and, in any case, action or proceeding be brought against
Landlord by reason of any such claim, Tenant upon notice from Landlord shall
defend the same at Tenant's expense by counsel reasonably satisfactory to
Landlord. Tenant as a material part of the consideration to Landlord hereby
assumes all risk of damage to property or injury to persons, in, upon or about
the Premises, from any cause other than Landlord's negligence, and Tenant hereby
waives all claims in respect thereof against Landlord.
Landlord or its agents shall not be liable for any damage to property
entrusted to employees of the Building, nor for loss or damage to any property
by theft or otherwise, nor for any injury to or damage to persons or property
resulting from fire, explosion, falling plaster, steam, gas, electricity, water
or rain which may leak from any part of the Building or from the pipes,
appliances or plumbing works therein or from the roof, street or subsurface or
from any other place resulting from dampness or any other cause whatsoever,
unless caused by or due to the negligence of Landlord, its agents, servants or
employees. Landlord or its agents shall not be liable for interference with the
light or other incorporeal hereditaments, loss of business by Tenant, nor shall
Landlord be liable for any latent defect in the Premises or in the Building.
Tenant shall give prompt notice to Landlord in case of fire or accidents in the
Premises or in the Building or of defects therein or in the fixtures or
equipment.
15. SUBROGATION. As long as their respective insurers so permit, Landlord and
Tenant hereby mutually waive their respective rights to recovery against each
other for any loss insured by fire, extended coverage and other property
insurance policies existing for the benefit of the respective parties. Each
party shall obtain any special endorsements, if required by their insurer to
evidence compliance with the aforementioned waiver.
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Exhibit 10.9
16. LIABILITY INSURANCE. Tenant shall, at Tenant's expense, obtain and keep in
force during the term of this Lease a policy of comprehensive public liability
insurance insuring Landlord and Tenant against any liability arising out of the
ownership, use, occupancy or maintenance of the Premises and all areas
appurtenant thereto. The limit of said insurance shall not, however, limit the
liability of the Tenant hereunder. Tenant may carry said insurance under a
blanket policy, providing, however, said insurance by Tenant shall have a
Landlord's protective liability endorsement attached thereto. If Tenant shall
fail to procure and maintain said insurance, Landlord may, but shall not be
required to, procure and maintain same, but at the expense of Tenant. Insurance
required hereunder, shall be in companies rated A+ AAA or better in "Best's
Insurance Guide". Tenant shall deliver to Landlord prior to occupancy of the
Premises copies of policies of liability insurance required herein or
certificates evidencing the existence and amounts of such insurance with loss
payable clauses satisfactory to Landlord. No policy shall be canceled or subject
to reduction of coverage except after ten (10) days' prior written notice to
Landlord.
17. [Intentionally Omitted]
18. PROPERTY TAXES. Tenant shall pay, or cause to be paid, before delinquency,
any and all taxes levied or assessed and which become payable during the term
hereof upon all Tenant's leasehold improvements, equipment, furniture, fixtures
and personal property located in the Premises, except that which has been paid
for by Landlord, and is the standard of the Building. In the event any or all of
the Tenant's leasehold improvements, equipment, furniture, fixtures and personal
property shall be assessed and taxed with the Building. Tenant shall pay to
Landlord its share of such taxes within ten (10) days after delivery to Tenant
by Landlord of a statement in writing setting forth the amount of such taxes
applicable to Tenant's property.
19. RULES AND REGULATIONS. Tenant shall faithfully observe and comply with the
rules and regulations that Landlord shall from time to time promulgate. Landlord
reserves the right from time to time to make all reasonable modifications to
said rules. The additions and modifications to those rules shall be binding upon
Tenant upon delivery of a copy of them to Tenant. Landlord shall not be
responsible to Tenant for the nonperformance of any said rules by any other
tenants or occupants.
20. HOLDING OVER. If Tenants remain in possession of the Premises or any part
thereof after the expiration of the term hereof with the express written consent
of Landlord, such occupancy shall be a tenancy from month to month at a rental
in the amount of the last monthly rental plus all other charges payable
hereunder, and upon all the terms hereof applicable to a month to month tenancy.
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Exhibit 10.9
21. ENTRY BY LANDLORD. Landlord reserves and shall at any and all times have the
right to enter the Premises, inspect the same, supply janitorial service and or
any other service to be provided by Landlord to Tenant hereunder, to submit said
Premises to prospective purchasers or tenants, to post notices of non-
responsibility, and to alter, improve or repair the Premises and any portion of
the Building of which the Premises are a part that Landlord may deem necessary
or desirable, without abatement of rent and may for that purpose erect
scaffolding and other necessary structures where reasonably required by the
character of the work to be performed, always providing that the entrance to the
Premises shall not be blocked thereby, and further providing that the business
of the Tenant shall not be interfered with unreasonably. Tenant hereby waives
any claim for damages or for any injury or inconvenience to or interference with
Tenant's business, any loss of occupancy or quiet enjoyment of the Premises, and
any other loss occasioned thereby. For each of the aforesaid purposes, Landlord
shall at all times have and retain a key with which to unlock all of the doors
in, upon and about the Premises excluding Tenant's vaults, safes and files, and
Landlord shall have the right to use any and all means which Landlord may deem
proper to open said doors in an emergency, in order to obtain entry to the
Premises without liability to Tenant except for any failure to exercise due care
for Tenant's property. Any entry to the Premises obtained by Landlord by any of
said means or otherwise shall not under any circumstances be construed or deemed
to be a forcible or unlawful entry into, or a detainer of, the Premises, or an
eviction of Tenant from the Premises or any portion thereof.
22. RECONSTRUCTION. In the event the Premises or the Building of which the
Premises are a part are damaged by fire or other perils covered by extended
coverage insurance, Landlord agrees to forthwith repay the same and this Lease
shall remain in full force and effect except that Tenant shall be entitled to a
proportionate reduction of the rent while such repairs are being made, such
proportionate reduction to be based upon the extent to which the making of such
repairs shall materially interfere with the business carried on by the Tenant in
the Premises. If the damage is due to the fault or neglect of Tenant or its
employees, there shall be no abatement of rent.
In the event the Premises of the Building of which the Premises are a
part are damaged as a result of any cause other than the perils covered by fire
and extended coverage insurance, then Landlord shall forthwith repair the same,
provided the extent of the destruction be less than ten (10%) percent of the
then full replacement cost of the Premises or the Building of which the Premises
are a part in the event the destruction of the Premises or the Building is to an
extent greater than ten (10%)
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Exhibit 10.9
percent of the full replacement cost, then Landlord shall have the option (1) to
repair or restore such damage this Lease continuing in full force and effect,
but the rent to be proportionately reduced as hereinabove in this Article
provided or (2) give damage notice to Tenant at any time within sixty (60) days
after such damage terminating this Lease as of the date specified in such
notice, which date shall be no less than thirty (30) and no more than (60) days
after the giving of such notice. In the event of giving such notice this Lease
shall expire and all interest of the Tenant in the Premises shall terminate on
the date so specified in such notice and the Rent reduced by a proportionate
amount based upon the extent, if any, to which such damage materially interfered
with the business carried on by the Tenant in the Premises shall be paid up to
date of said such termination.
Notwithstanding anything to the contrary contained in this Article,
Landlord shall not have any obligation whatsoever to repair, reconstruct or
restore the Premises when the damage resulting from any casualty covered under
this Article occurs during the last twelve (12) months of the term of this Lease
or any extension thereof.
Landlord shall not be required to repair any injury or damage by fire
or other cause, or to make any repairs or replacements of any panels,
decoration, office fixtures, railings, floor covering, partitions, or any other
property installed in the Premises by Tenant.
The Tenant shall not be entitled to any compensation or damages from
Landlord for loss of the use of the whole or any part of the Premises. Tenant
personal property or any inconvenience or annoyance occasioned by such damage,
repair, reconstruction or restoration.
23. DEFAULT. The occurrence of any one or more of the following events shall
constitute a default and breach of this Lease by Tenant.
23.a The vacating or abandonment of the Premises by Tenant.
23.b The failure by Tenant to make any payment of rent or any other
payment required to be made by Tenant hereunder, as and when due, where such
failure shall continue for a period of three (3) days after written notice
thereof by Landlord to Tenant.
23.c The failure by Tenant to observe or perform any of the covenants,
conditions or provisions of this Lease to be observed or performed by the
Tenant, other than described in Article 23.b. above, where such failure shall
continue for a period of thirty
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Exhibit 10.9
(30) days after written notice thereof by Landlord to Tenant, provided, however,
that if the nature of Tenant's default is such that more than thirty (30) days
are reasonably required for its cure, then Tenant shall not be deemed to be in
default if Tenant commences such cure within said thirty (30) day period and
thereafter diligently prosecutes such cure to completion.
23.d The making by Tenant of any general assignment or general
arrangement for the benefit of creditors; or the filing by or against Tenant of
a petition to have Tenant adjudged a bankruptcy, or a petition or reorganization
or arrangement under any law relating to bankruptcy (unless, in the case of a
petition filed against Tenant, the same is dismissed within sixty (60) days), or
the appointment of a trustee or a receiver to take possession of substantially
all of Tenant's assets located at the Premises or of Tenant's interest in this
Lease, where possession is not restored to Tenant within thirty (30) days, or
the attachment, execution or other judicial seizure or substantially all of
Tenant's assets located at the Premises or of Tenant's interest in this Lease,
where such seizure is not discharged in thirty (30) days.
24. REMEDIES IN DEFAULT. In the event of any such material default or breach by
Tenant, Landlord may at any time thereafter, with or without notice or demand
and without limiting Landlord in the exercise of a right or remedy which
Landlord may have by reasons of such default or breach.
24.a Terminate Tenant's right to possession of the Premises by any
lawful means, in which case this Lease shall terminate and Tenant shall
immediately surrender possession of the Premises to Landlord. In such event
Landlord shall be entitled to recover from Tenant all damages incurred by
Landlord by reason of Tenant's default including, but not limited to, the cost
of recovering possession of the Premises; expenses of reletting, including
necessary renovation and alteration of the Premises, reasonable attorney's fees,
any real estate commission actually paid, the worth at the time of award by the
court having jurisdiction thereto of the amount by which the unpaid rent for the
balance of the term after the time of such award exceeds the amount of such
rental loss for the same period that Tenant proves could be reasonably avoided,
that portion of the leasing commission paid by Landlord and applicable to the
expired term of this Lease. Unpaid installments of rent or other sums shall bear
interest from the date due at the rate of ten (10) percent per annum. In the
event Tenant shall have abandoned the Premises, Landlord shall have the option
of (a) taking possession of the Premises and recovering from Tenant the amount
specified in this paragraph, or (b) proceeding under the provisions of the
following Article 24.b.
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Exhibit 10.9
24.b Maintain Tenant's right to possession, in which case this Lease
shall continue in effect whether or not Tenant shall have abandoned the
Premises. In such event Landlord shall be entitled to enforce all of Landlord's
rights and remedies under this Lease, including the right to recover the rent as
it becomes due hereunder.
24.c Pursue any other remedy now or hereafter available to Landlord
under the laws or jurisdiction of the State in which the Premises are located.
25. EMINENT DOMAIN. If more than twenty-five (25%) percent of the Premises shall
be taken or apportioned by any public or quasi-public authority under the power
of eminent domain, either party hereto shall have the right, at its option, to
terminate this Lease, and landlord shall be entitled to any and all income,
rent, award, or any interest therein whatsoever which may be paid or made in
connection with such public or quasi-public use or purpose, and Tenant shall
have no claim against Landlord for the value of any unexpired term of this
Lease. If either less than or more than twenty-five (25%) percent of the
Premises is taken, and neither party elects to terminate as herein provided, the
rental thereafter to be paid shall be equitably reduced. If any part of the
Building other than the Premises may be so taken or appropriated, Landlord shall
have the right at its option to terminate this Lease and shall be entitled to
the entire award as above provided.
26. OFFSET STATEMENT. Tenant shall at any time and from time to time upon not
less than ten (10) days' prior written notice from Landlord execute, acknowledge
ad deliver to Landlord a statement in writing, (a) certifying that this Lease is
unmodified and in full force and effect for, if modified, stating the nature of
such modification and certifying that this Lease as so modified, is in full
force and effect), and the date to which the rental and other charges are paid
in advance, if any, and (b) acknowledging that there are not, to Tenant's
knowledge, any uncured defaults on the part of the Landlord hereunder, or
specifying such defaults if any are claimed. Any such statement may be relied
upon by any prospective purchaser or encumbrances of all or any portion of the
real property of which the Premises are a part.
27. PARKING. Tenant shall have the right to use in common with other tenants or
occupants of the Building the parking facilities of the Building, if any,
subject to the monthly rates, rules and regulations, and any other charges of
Landlord for such parking facilities which may be established or altered by
Landlord at any time or from time to time during the term hereof.
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Exhibit 10.9
28. AUTHORITY OF PARTIES.
28.a Corporate Authority. If Tenant is a corporation, each individual
executing this Lease on behalf of said corporation represents and warrants that
he is duly authorized to execute and deliver this Lease on behalf of said
corporation, in accordance with a duly adopted resolution of the board of
directors of said corporation or in accordance with the by-laws of said
corporation, and that this Lease is binding upon said corporation in accordance
with its terms.
28.b Limited Partnerships. If the Landlord herein is a limited
partnership, it is understood and agreed that any claims by Tenant on Landlord
shall be limited to the assets of the limited partnership, and furthermore,
Tenant expressly waives any and all rights to proceed against the individual
partners or the officers, directors or shareholders of any corporate partner,
except to the extent of their interest in said limited partnership.
29. GENERAL PROVISIONS.
(i) Plats and Riders. Clauses, plats and riders, if any, signed by the
Landlord and the Tenant and endorsed on or affixed to this Lease are a part
hereof.
(ii) Waiver. The waiver by Landlord of any term, covenant or condition
herein contained shall not be deemed to be a waiver of such term, covenant or
condition on any subsequent breach of the same on any other term, covenant or
condition herein contained. The subsequent acceptance of rent hereunder by
Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of
any term, covenant or condition of this Lease other than the failure of the
Tenant to pay the particular rental so accepted, regardless of Landlord's
knowledge of such preceding breach at the time of the acceptance of such rent.
(iii) Notices. All notices and demands which may or are to be required
or permitted to be given by either party to the other hereunder shall be in
writing. All notices and demands by the Landlord to the Tenant shall be sent by
United States Mail, addressed to the Tenant the Premises, or to such other place
as Tenant may from time to time designate in a notice to the Landlord. All
notices and demand by the Tenant to the Landlord shall be sent by United States
Mail, addressed to the Landlord at the Office of the Building or to such other
person or place as the Landlord may from time to time designate in a notice to
the Tenant.
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Exhibit 10.9
(iv) Joint Obligation. If there be more than one Tenant the obligations
hereunder imposed upon Tenants shall be joint and several.
(v) Marginal Headings. The marginal headings and Article titles to the
Articles of this Lease are not a part of this Lease and shall have no effect
upon the construction or interpretation of any part hereof.
(vi) Time. Time is of the essence of this Lease and each and all of its
provisions in which performance is a factor.
(vii) Successors and Assigns. The covenants are conditioned herein
contained, subject to the provisions and to assignments, apply to and bond the
heirs, successors, executors, administrators and assigns of the parties hereto.
(viii) Recordation. Neither the Landlord nor Tenant shall record this
Lease or a short form memorandum hereof without the prior written consent of the
other party.
(ix) Quiet Possession. Upon Tenant paying the rent reserved hereunder
and observing and performing all of the covenants conditioned and provisions on
Tenant's part to be observed and performed hereunder, Tenant shall have quiet
possession of the Premises for the entire term hereof, subject to all the
provisions of this Lease.
(x) Late Charge. Tenant hereby acknowledges that late payment by Tenant
to Landlord of rent or other sums due hereunder will cause Landlord to incur
costs not contemplated by this Lease, the exact amount of which will be
extremely difficult to ascertain. Such costs include but are not limited to,
processing and accounting charges and late charges which may be imposed upon
Landlord by terms of any mortgage or trust deed covering the Premises.
Accordingly, if any installment of rent or of a sum due from Tenant shall not be
received by Landlord or Landlord's designed within ten (10) days after written
notice that said amount is past due, then Tenant shall pay to Landlord a late
charge equal to ten (10%) percent of such overdue amount. The parties hereby
agree that such late charges represent a fair and reasonable estimate of the
cost that Landlord will incur by reason of the late payment by Tenant.
Acceptance of such late charges by the Landlord shall in no event constitute a
waiver of Tenant's default with respect to such overdue amount, nor prevent
Landlord from exercising any of the other rights and remedies granted hereunder.
(xi) Prior Agreements. This Lease contains all of the agreements of the
parties hereto with respect to any matter
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Exhibit 10.9
covered or mentioned in this Lease, and no prior agreements or understanding
pertaining to any such matters shall be effective for any purpose. No provision
of this Lease may be effective or binding on any party until fully executed by
both parties hereto.
(xii) Inability to Perform. This Lease and the obligations of the
Tenant hereunder shall not be affected or impaired because the Landlord is
unable to fulfill any of its obligations hereunder or is delayed in doing so, if
such inability or delay is caused by reason of strike, labor troubles, acts of
God, or any other cause beyond the reasonable control of the Landlord.
(xiii) Attorneys' Fees. In the event of any action or proceeding
brought by either party against the other under this Lease the prevailing party
shall be entitled to recover all costs and expenses including the fees of its
attorneys in such action or proceeding in such amount as the court may adjudge
reasonable as attorneys' fees.
(xiv) Sale of Premises by Landlord. In the event of any sale of the
Building, Landlord shall be and is hereby entirely freed and relieved of all
liability under any and all of its covenants and obligations contained in or
derived from this lease arising out of any act, occurrence or omission occurring
after the consummation of such sale, and the purchase, at such sale or any
subsequent sale of the Premises shall be deemed, without any further agreement
between the parties of their successors in interest or between the parties and
any such purchaser, to have assumed and agreed to carry out any and all of the
covenants and obligations of the Landlord under this Lease.
(xv) Subordination, Attornment. Upon requests of the Landlord, Tenant
will in writing subordinate its rights hereunder to the lien of any first
mortgage, or first deed of trust to any bank, insurance company or other lending
institutions, now or hereafter in force against the land and Building of which
the Premises are a part, and upon any buildings hereafter placed upon the land
of which the Premises are a part, and to all advances made or here after to be
made upon the security thereof.
In the event any proceedings are brought for foreclosure, or in the
event of the exercise of the power of sale under any mortgage or deed of trust
made by the Landlord covering the Premises, the Tenant shall attorn to the
purchaser upon any such foreclosure or sale and recognize such purchaser as the
Landlord under this Lease.
The provisions of this Article to the contrary notwithstanding and so
long as Tenant is not in default
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Exhibit 10.9
hereunder, this Lease shall remain in full force and effect for the full term
hereof.
(xvi) Name. Tenant shall not use the name of the Building or of the
development in which the Building is situated for any purpose other than as an
address of the business to be conducted by the Tenant in the Premises.
(xvii) Separability. Any provision of this Lease which shall prove to
be invalid, void or illegal shall in no way affect, impair or invalidate any
other provision hereof and such other provisions shall remain in full force and
effect.
(xviii) Cumulative Remedies. No remedy or election hereunder shall be
deemed exclusive but shall, wherever possible, be cumulative with all other
remedies at law or in equity.
(xix) Choice of Law. This Lease shall be governed by the laws of the
State in which the Premises are located.
(xx) Signs and Auctions. Tenant shall not place any sign upon the
Premises or Building or conduct any auction thereupon with Landlord's prior
written consent.
30. BROKERS. Tenant warrants that it has had no dealings with any real estate
broker or agents in connection with the negotiations of this Lease excepting
only __________________________________________________________________
_________________________________ and it knows of no other real estate broker or
agent who is entitled to a commission in connection with this Lease.
5a Rent
Without prior written notice or demand on the first day of each month,
Tenant shall pay the Base Rent plus charges for Common Area Maintenance and
Consumer Price Index increases as follows:
(A) Base Rent - The Base Rent for the initial year of this lease shall be $20
per square foot.
(B) CPI Increases - On the first day of the third year of this lease, the Base
Rent will be increased by the percentage increase of the Consumer Price Index
during the first two years of this lease Compounded annually. On the first day
of the fifth year of this lease, the Base Rent at the end of the fourth year
shall be increased by the percentage increases of the Consumer Price Index
during the third and fourth year of this lease compounded annually. On the first
day of the sixth year and each of the remaining years of the initial term, and
for each year of all
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Exhibit 10.9
renewal periods, the base rent will be increased by the immediately preceding
calendar year percentage increase of the Consumer Price Index.
The statistic used for CPI computations shall be the Consumer Price
Index for Urban Consumers (Revised Series), Philadelphia Region, All Items
(1977-100) issued by the Bureau of Labor Statistics Section of the Monthly Labor
Review (final publication only). in the event that the Index shall be
discontinued or no longer published, Landlord shall substitute a price index or
formula which shall have approximately the same effect as originally designated
herein as the Index.
In no event shall the adjusted base rent ever be less than the base
rent level of the previous lease year. If the CPI index increases by more than
5.5% for any calendar year during this lease, the maximum (ceiling) annual CPI
percentage statistic used for the purposes of these calculations for that
specific year shall be 5.5%.
(C) Common Area Maintenance - As additional rent, Tenant will be responsible to
pay (a) Tenant's own utility consumption as separately metered; (b) Tenant's
prorated share (12%) of common area expense including parking lot lighting,
parking lot maintenance, ground maintenance, building maintenance, rubbish
removal, snow plowing, window cleaning, (c) Tenant's prorated share (12%) of
real estate taxes, water and sewer charges, and building insurance, and
management fee.
31. Janitorial
Tenant will provide its own Janitorial Service.
32. Renewal Options
Tenant has the option to renew this lease for two additional
five year periods.
(a) First Renewal Option - For the First Renewal Option, January 1st,
1999- Dec. 31, 2003, the Base Rent for the first year of the renewal option term
shall be 105% of the 1998 base rental including CPI increases). The Base Rental
for the initial and subsequent years of the first renewal option term shall be
increased annually for the percentage increase in the Consumer Price Index
pursuant to 5a Rent (B) CPI increases. As additional rent, Tenant will be
responsible to pay Common Area Maintenance pursuant to Paragraph 5a Rent
(C) Common Area Maintenance.
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Exhibit 10.9
(b) Second Renewal Option - For the Second Renewal Option, January 1,
2004 - December 31, 2006, the Base Rent for the first year of the renewal option
term shall be 110% of the 1993 base rental (including CPI increases). The Base
Rental for the initial and subsequent years of the first renewal option term
shall be increased annually for the percentage increase in the Consumer Price
Index pursuant to 5a Rent (B) CPI increases. As additional rent, Tenant will be
responsible to pay Common Area Maintenance pursuant to Paragraph 5a Rent (C)
Common Area Maintenance.
33. Drive Through Window
Tenant shall have the right to construct a drive through facility
between the Xxxxxxx office buildings; all costs, including necessary building
modifications, Will be at Tenant's expense. The right to such drive through
shall be subject to zoning and planning commission approvals, which shall be
Tenant's responsibility and secured at its cost and expense. An additional
charge of $4,000 per annum shall be added to the base annual rental commencing
two years after installation of drive through facility. Tenant's right to
construct a drive through is conditioned upon tenant securing local regulatory
approvals and installation of improvements within the first three years of the
initial lease term. If approvals are not so obtained and improvements are not
installed in that period, Tenant's right to construct the Drive Through Window
shall lapse.
The parties hereto have executed this Lease at the place and on the date
specified immediately adjacent to their respective signatures.
If this Lease has been filled in, it has been prepared for submission to your
attorney for his approval. No representation
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Exhibit 10.9
or recommendation is made by the real estate broker or its agents or employees
as to the legal sufficiency, legal effect, or tax consequences of this Lease or
the transactions relating thereto.
Main Line Realty Partners
By:______________________________
Address: 2 Bala Plaza, By:______________________________
Xxxxx 000
Xxxx Xxxxxx, XX 00000
"LANDLORD"
First Sterling Bank
By:______________________________
Address: Xxxxxxx Building By:______________________________
000 X. Xxxxxxxxx Xxx.
Xx. Xxxxxx, XX
"TENANT"
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Exhibit 10.9
RULES AND REGULATIONS
1. No sign, placard, picture, advertisement, name or notice shall be inscribed,
displayed or printed or affixed on or to any part of the outside or inside of
the Building without the written consent of Landlord first had and obtained and
Landlord shall have the right to remove any such sign, placard, picture,
advertisement, name or notice without notice to and at the expense of Tenant.
All approved signs or lettering on doors shall be printed, painted,
affixed or inscribed at the expense of Tenant by a person approved of by
Landlord.
Tenant shall not place anything or allow anything to be placed near the
glass of any window, door, partition or wall which may appear unsightly from
outside the Premises, provided, however, that Landlord may furnish and install a
Building standard window covering at all exterior windows Tenant shall not
without prior written consent of Landlord cause or otherwise sunscreen any
window.
2. The sidewalks, halls, passages, exits, entrances, elevators and stairways
shall not be obstructed by any of the tenants or used by them for any purpose
other than for ingress and egress from their respective Premises.
3. Tenant shall not alter any lock or install any new or additional locks or any
bolts on any doors or windows of the Premises.
4. The toilet rooms, urinals, wash bowls and other apparatus shall not be used
for any purpose other than that for which they were constructed and no foreign
substance of any kind whatsoever shall be thrown therein and the expense of any
breakage, stoppage or damage resulting from the violation of this rule shall be
borne by the Tenant who, or whose employees or invitees shall have caused it.
5. Tenant shall not overload the floor of the Premise or in any way deface the
Premises or any part thereof.
6. No furniture, freight or equipment of any kind shall be bought into the
Building without the prior notice to Landlord and all moving of the same into or
out of the Building shall be done at such time and in such manner as Landlord
shall designate Landlord shall have the right to prescribe the weight, size and
position of all safes and other heavy equipment brought into the Building and
also the times and manner of moving the same in and out of the Building Safes or
other heavy objects shall, if
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Exhibit 10.9
considered necessary by Landlord, stand on supports of such thickness as is
necessary to properly distribute the weight. Landlord will not be responsible
for loss of or damage to any such safe or property from any cause and all damage
done to the Building by moving or maintaining any such save or other property
shall be repaired at the expense of Tenant.
7. Tenant shall not use, keep or permit to be used or kept any foul or noxious
gas or substance in the Premises, or permit or suffer the Premises to be
occupied or used in a manner offensive or objectionable to the Landlord or other
occupants of the Building by reason of noise, odors and/or vibrations, or
interfere in any way with other tenants or those having business therein, nor
shall any animals or birds be brought in or kept in or about the Premises or the
Building.
8. No cooking shall be done or permitted by any Tenant on the Premises, nor
shall the Premises be used for the storage of merchandise, for washing, clothes,
for lodging or for any improper, objectionable or immoral purposes.
9. Tenants shall not use or keep in the Premises or the Building any kerosene,
gasoline or inflammable or combustible fluid or material, or use any method of
heating or air conditioning other tan that supplied by Landlord.
10. Landlord will direct electricians as to where and how telephone and
telegraph wires are to be introduced. No boring or cutting for wires will be
allowed without the consent of the Landlord. The location of telephones, call
boxes and other office equipment affixed to the Premises shall be subject to the
approval of Landlord.
11. On Saturdays, Sundays and legal holidays, and on other days between the
hours of 6:00 p.m. and 8:00 a.m. the following day, access to the Building or to
the halls, corridors, elevators or stairways in the Building or to the Premises
may be refused unless the person seeking access is known to the person or
employee of the Building in charge and has a pass or is properly identified. The
Landlord shall in no case be liable for damages for any error with regard to the
admission of or exclusion from the Building of any person. In cases of invasion,
mob, riot, public excitement or other commotion, the Landlord reserves the right
to prevent access to the Building during the continuation of the same by closing
of the doors or otherwise for the safety of the tenants and protections of
property in the Building and the Building.
12. Landlord reserves the right to exclude or expel from the Building any person
who, in the judgment of Landlord, is
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Exhibit 10.9
intoxicated or under the influence of liquor or drugs or who shall in any manner
do any act in violation of any of the rules and regulations of the Building.
13. No vending machine or machines of any description shall be installed,
maintained or operated upon the Premises without the written consent of the
Landlord.
14. Landlord shall have the right, exercisable without notice and without
liability to Tenant, to change the name and street address of the Building on
which the Premises are a part.
15. Tenant shall not disturb, solicit, or canvass any occupant of the Building
and shall cooperate to prevent same.
16. Without the written consent of Landlord, Tenant shall not use the name of
the Building in connection with or in promoting or advertising the business of
Tenant except as Tenant's address.
17. Landlord shall have the right to control and operate the public portions of
the Building and the public facilities, and heating and air conditioning as well
as facilities furnished for the common use of the tenants, in such manner as it
deems best for the benefit of the tenants generally.
18. All entrance doors in the Premises shall be left locked when the Premises
are not in use, and all doors opening to public corridors shall be kept closed
except for normal ingress and egress from the Premises.
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