ADDENDUM TO AGREEMENT OF LEASE
Exhibit
10(l)
ADDENDUM
TO AGREEMENT OF LEASE
THIS
ADDENDUM TO AGREEMENT OF LEASE, dated as of November 15, 2005 (this "Addendum")
is made by and between HEADWATERS ASSOCIATES, a Pennsylvania general
partnership, with an address at 00 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000, Xxxx
Xxxxxxx,
Xxxxxxx Xxxxxx, Xxxxxxxxxxxx 00000 ("Lessor") and DNB FIRST, NATIONAL
ASSOCIATION, a national banking association
having a
principal place of business at 0 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxx
Xxxxxx,
Xxxxxxxxxxxx 00000 ("Lessee").
Background:
A.
On
February 10, 2005, Lessor and Lessee entered into an Agreement of Lease (the
“Original Lease Agreement”), providing for a lease from Lessor to Lessee of
certain premises consisting of 4,770 square feet (the “Original Leased
Premises”) on the first floor space of the four story building at 0 Xxxxx Xxxxxx
Xxxxxx, Xxxx Xxxxxxx, Xxxxxxxxxxxx (the “Building”).
X.
Xxxxxx
proposes to lease to Lessee, and Lessee proposes to lease from Lessor,
additional space on the third floor of the Building comprising a conference
room
which, with allocable common area, is comprised of 564 square feet (the
“Additional Leased Premises”), on the terms and conditions contained in this
Addendum.
NOW,
THEREFORE, intending to be legally bound hereby, and in consideration of
the
mutual benefits contained herein and for other good and valuable consideration
the receipt and sufficiency of which is hereby acknowledged, the parties
agree
as follows:
1. Demise
and Lease of Additional Leased Premises.
Lessor,
for and in consideration of the payment of the rentals hereinafter specified,
and the performance of the terms, covenants and agreements herein contained,
hereby demises and leases unto Lessee and Lessee hereby lets from the Lessor,
for a term beginning on the date of this Addendum, the Additional Leased
Premises, subject to and in accordance with all of the terms and conditions
of
the Original Lease as it is modified by this Addendum.
2. Definitions.
(a)
The
Original Lease as amended by this Addendum is sometimes referred to herein
as
the “Lease.” All references in the Original Lease to the “Lease” shall mean and
refer hereafter to the Original Lease as modified by this Addendum.
(b)
The
Original Leased Premises and the Additional Leased Premises are sometimes
referred to herein collectively as the “Leased Premises.” All references in the
Original Lease to the “Leased Premises” shall, except as otherwise provided in
this Addendum, mean and refer hereafter to the Original Leased Premises and
the
Additional Leased Premises.
(c)
Capitalized terms not otherwise defined in this Addendum shall have the same
meaning in this Addendum as such terms have in the Original Lease.
3. Rent.
The
Rent provided for the “Leased Premises” in Section 3 of the Original Lease shall
apply only to the Original Leased Premises. Lessee shall pay to Lessor as
additional base rent (“Base Rent”) for the Additional Leased Premises the
following:
(a)
From
the date hereof through July 31, 2006, at a rate of Twelve Dollars ($12.00)
per
square foot per year, for equal, consecutive monthly installments of $564.00.
This is equivalent to an annualized Base Rent for the Additional Leased Premises
of Six Thousand Seven Hundred Sixty-Eight Dollars ($6,768.00). The Base Rent
shall remain constant through July 31, 2006. The annual Base Rent shall
thereafter be increased for Years 2 through 5 of the Lease Term, as
follows:
(b) 8/1/06
to
7/31/07 (Years 2): The annual Base Rent paid in Year 2 shall be a “Fair Market
Rental” determined prior to Year 2, as more fully provided below.
(c) 8/1/07
to
7/31/08 (“Year 3”): The annual Base Rent paid in Year 2 shall be increased for
Year 3 by the percentage increase, if any, in the consumer price index for
all
urban consumers, Philadelphia-Wilmington-Atlantic City, CMSA (hereinafter
“CPI”)
between June 2006 and June 2007.
(d) 8/1/08
to
7/31/09 (“Year 4”): The annual Base Rent paid in Year 3 shall be increased for
Year 4 by the percentage increase, if any, in the CPI between June 2007 and
June
2008.
(e) 8/1/09
to
7/31/10 (“Year 5”): The annual Base Rent paid in Year 4 shall be increased for
Year 5 by the percentage increase, if any, in the CPI between June 2008 and
June
2009.
For
purposes of determining the annual Base Rent in Year 2 the Lessor shall
notify
Lessee in writing of Lessor’s determination of the åFair Market Rentalæ for the
Additional Demised Premises as of August 1, 2006 (the beginning of Year
2) by
written notice to Lessee no later than May 3, 2006.
If, by
May 18, 2006, Lessee and Lessor shall not have agreed in writing on the
åFair
Market Rentalæ and hence the annual rate of Base Rent for Year 2, the parties
shall, on or before June 2, 2006, submit the dispute to binding arbitration
by
two licensed Pennsylvania real estate appraisers each having a minimum
of ten
(10) years experience in appraising commercial real estate in Xxxxxxx County,
Pennsylvania, one to be appointed by each of the parties. If the two appraisers
cannot agree on the fair market rent, they shall promptly select a third
Pennsylvania real estate appraiser having a minimum of ten (10) years experience
in appraising commercial real estate in Xxxxxxx County, Pennsylvania. The
appraisers shall submit to Lessor and Lessee, not later than July 3, 2006,
a
written determination as to the åFair Market Rentalæ for the Additional Demised
Premises as of August 1, 2006, taking into account all of the terms and
conditions of this Lease for the Additional Demised Premises, including
without
limitation
taking
into account that Lessee shall not be obligated to pay additional rent
for the
Additional Leased Premises for operating expenses, taxes, insurance or
the like.
Such determination of the arbitrators
shall be
final and binding on Lessor and Lessee. The cost of such arbitration shall
be
shared equally between the parties.
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Each
installment of Base Rent for the Additional Leased Premises shall be due
and
payable in advance on the first day of each calendar month during the Term
without set off or any demand therefor, at the place designated by Lessor
under
the Lease for payment of rent. In the event the Term for the Additional Leased
Premises shall begin and end other than on the first day and last day,
respectively, of a calendar month, the rental for such partial month shall
be
adjusted utilizing the number of days of the Term actually contained in the
calendar month during which the Term begins and ends, respectively.
4. Annual
Operating Expenses.
Lessee
shall pay the “Additional Premises Pro Rata Share” of Annual Operating Expense
at the same times and in the same manner as Lessee pays the “Pro Rata Share”
under the Original Lease. However, the “Additional Premises Pro Rata Share”
shall, for purposes of this Addendum and the Additional Leased Premises,
be an
amount each period equal to the sum of:
(1)
2.7%
of the result obtained by deducting from Annual Operating Expenses all
electricity charges; plus
(2)
9.5%
of all electricity charges allocable to the third (3rd) floor of the building,
according to separately electrical metering for that floor, the parties agreeing
that this percentage represents the proportion of the square footage of the
Additional Leased Premises to the total square footage of all rentable space
on
the third floor of the Building.
5. Option
to
Renew; Rental During Renewal Terms.
Lessee’s option to renew the Lease for three (3) additional,
successive
terms of
five (5) years each as set forth in the Original Lease shall extend to
and
include the Additional Leased Premises, except that Lessee shall be entitled
to
exercise the option separately as to the Original Leased Premises alone,
or for
both the Original Leased Premises and the Additional Leased Premises together,
as Lessee may elect in its notice of exercise of each option, but Lessee
shall
not have the option to renew the Lease for the Additional Leased Premises
alone;
provided however, that, if Lessee fails to exercise the renewal option
for the
Additional Leased Premises, but exercises the renewal option for the Original
Leased Premises alone, Lessee shall have no further option to renew as
to the
Additional Leased Premises. In any notice of exercise of the option to
renew,
unless Lessee shall expressly state otherwise in its notice of exercise
of a
renewal option, Lessee shall be presumed to be exercising the option to
renew as
to both the Original Leased Premises and the Additional Leased Premises.
Upon an
exercise of an option to renew the Lease that includes the Additional Leased
Space, the provisions of the Original Lease for determining the amount
and rate
of Base Rent during any Renewal Period shall apply to the Additional Leased
Space.
6. Reaffirmation
of Lease.
The
terms and conditions of the Original Lease, as modified by this Addendum,
are
hereby reaffirmed by the Lessor and Lessee and are hereby extended to the
Additional Leased Premises, as modified by this Addendum.
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7. Miscellaneous.
(a) Examination
or review of this Addendum by or on behalf of either Lessor or Lessee shall
not
be construed as approval or acceptance hereof and this Lease shall not be
effective until executed by duly authorized signatories of both Lessor and
Lessee. This Addendum may not be amended or modified except by a writing
signed
by Lessor and Lessee.
(b) No
consent or waiver, express or implied, by Lessor or Lessee to or of any breach
of any agreement or duty to the other shall be construed as a consent or
waiver
of any other breach of the same or any other agreement or duty.
(c) The
invalidity or unenforceability of any provision of this Addendum shall not
affect or render invalid or unenforceable any other provision
hereof.
(d) This
Addendum and the Lease shall be construed under the laws and judicial
interpretations of the Commonwealth of Pennsylvania, as they may be pre-empted
by federal law.
(e) This
Addendum shall not be recorded in whole or in memorandum form by Lessee without
the prior written consent of Lessor.
(f) Lessor
and Lessee represent and warrant to each other that they have not consulted
or
contacted any agent, broker, or finder in connection with this Addendum.
Lessor
and Lessee agree to defend, indemnify and hold the other harmless from
any and
all claims for compensation or commission, or any portion thereof, in connection
with this Lease by any broker, agent, or finder (other than Broker) claiming
to
have dealt with the indemnifying party.
[The
balance of this page is intentionally left blank.]
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IN
WITNESS WHEREOF, Lessor and Lessee have caused the due execution of this
Addendum on their respective behalf.
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LESSOR:
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HEADWATERS
ASSOCIATES
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Witness:
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| __________________________________ | |
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By:
____________________________________
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Print
Name:__________________
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Xxxxxxx
Xxxxxxx, General Partner
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ATTEST:
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LESSEE:
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DNB
FIRST, NATIONAL ASSOCIATION
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| _________________________________ |
By:
____________________________________
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Xxxxxx
X. Xxxxxxxxx, Secretary
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Xxxxxxx
X. Xxxx, President
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