EXHIBIT 10.2
10/1/98
THIS LEASE, made the 22nd day of October, 1998, by and between
LAWRENCEVILLE ASSOCIATES, a New Jersey partnership, c/o Xxxxxx Xxxxxx, Partner,
having an address at P.0. Xxx 000, Xxxxxxxxxx, Xxx Xxxxxx 00000 (hereinafter
called the "Landlord") and VILLAGE FINANCIAL CORPORATION, having an address of
X.X. Xxx 0000, Xxxxxxxxxxxxx, Xxx Xxxxxx 00000 (hereinafter called the
"Tenant");
W I T N E S S E T H :
The Landlord and Tenant, in consideration of the mutual covenants and
conditions set forth herein do hereby agree as follows:
1. Leased Premises. Landlord hereby leases to Tenant and Tenant hereby
leases from the Landlord, subject to the terms and conditions of this Lease, the
following space: approximately 3,612 gross square feet of interior space and a
canopy consisting of approximately three hundred forty (340) gross square feet
in Building 1 ("Building") of two buildings ("Complex") to be constructed by the
Landlord in Village Square Plaza, located in Block 49, Lot 37 (more commonly
known as Quakerbridge Road) in the County of Xxxxxx, Township of Xxxxxxxx and
State of New Jersey, which space is more particularly described and
cross-hatched upon the plan attached hereto as Exhibit A and made a part hereof
("Leased Premises" or "Premises"), together with the right to use in common with
other tenants of the Building and the Complex, their invitees, customers and
employees, those areas of the common facilities as hereinafter defined and
together with the right to exclusively use those parking spaces designated as
exclusive spaces of Tenant set forth in Exhibit B attached hereto and made a
part hereof. The terms "rentable" and "useable" shall have the meanings set
forth in Exhibit F.
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2. Term. The initial term of this Lease ("Initial Term") shall be for five
(5) years commencing June 1, 2000. The preliminary term of this Lease
("Preliminary Term") shall commence on the date of this Lease and shall expire
on the day preceding the Commencement Date. The Preliminary Term and the Initial
Term are collectively referred to as the "Term."
3. Use and Occupancy.
(a) The Leased Premises, or any part thereof, shall not be used by
anyone except Tenant, its invitees, customers and employees and shall be used or
permitted to be used for no use other than a bank or other business activity in
the financial services field, which Tenant or any parent company, affiliate/or
subsidiary of Tenant or Tenant's parent company is permitted to offer.
(b) (i) Landlord covenants and agrees with Tenant that Landlord shall
not lease or permit any other portion of the Building described in Paragraph 1,
or to the extent controlled by Landlord or an entity or entities affiliated with
Landlord elsewhere in the commercial complex (the "Complex") of which the
Building is a part (or to consent to or permit or suffer the sublease of such
space or the assignment of any lease pertaining to such space) to any other
financial institution (as such term is defined in Exhibit H attached to and made
a part of this Addendum and this Lease) for use as a branch banking facility or
consumer or commercial lending facility (including, without limitation, a loan
production office or a facility any function of which is a loan production
office, whether or not designated as such). (ii) Without the prior written
consent of Tenant, Landlord shall not lease any space in the Building (or
consent to or knowingly permit the sublease of such space or the assignment of
any lease pertaining to such space) for the following purposes: (a) Any
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governmental entity for use as criminal, juvenile, family or divorce courts,
prosecutor's offices, public defenders offices, probation departments,
work-release programs or offices for any types of public welfare assistance; (b)
massage parlor; (c) adult book store selling any pornographic material; (d) spa,
health, physical fitness or exercise salon; (e) manufacturing of any kind; (f)
the business of barbering, hairdressing or manicuring; (g) the business of boot
blackening; (h) the business of sending or receiving telegrams or cables; (i) an
auction of any kind; (j) laundromat; (k) any establishment dispensing alcoholic
beverages (except as set forth in subparagraph (iii) below); and (l) any
establishment involved in the treatment or diagnosis of medical, dental or
psychiatric illnesses, except as set forth in subparagraph (ii) above and in
subparagraph (iii) below, Landlord may lease other space in the Complex, without
the prior consent of Tenant, to any tenant operating a business or establishment
in accordance with the uses permitted by the applicable municipal zoning
ordinance.
(iii) Landlord shall be permitted to lease space in the Complex to a
business establishment involved in the preparation, dispensation or consumption
of food and beverages, as long as a separate HVAC system services the premises.
In addition, no live entertainment except for incidental music shall be
permitted on the premises. If such an establishment occupies any portion of the
Complex as a tenant, Landlord agrees to take sole responsibility to insure that
such establishment will be operated in a manner such that malodorous fumes shall
not become a nuisance to Tenant, (c) Landlord hereby assigns twenty (20)
designated parking spaces in the Building's parking lot ("the General Parking
Area"), as set forth in Exhibit B attached hereto, for the exclusive use of
Tenant, and Tenant's employees and business invitees. Landlord shall
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provide the appropriate painted markings on each parking space indicating that
the spaces are provide the appropriate painted marking reserved for Tenant, the
use of parking spaces assigned to Tenant shall be subject to such reasonable
rules and regulations as may be established by Landlord and of which Tenant is
notified in advance in writing, including all signs and notices posted by
Landlord in the parking area or roadways leading thereto. In addition, Tenant
shall also have the right to use all undesignated parking spaces in common with
all other tenants, their employees and business invitees.
(d) Intentionally Omitted.
(e) Intentionally Omitted.
4. Basic Rent, Additional Rent.
(a) The Tenant shall pre-pay through December 31, 1999 and monthly
thereafter until May 31, 2000, as its basic rent during the preliminary term, a
sum equal to one- half of the rent owed by Summit Bank, including increases,
pursuant to a Lease between the Landlord and United Jersey Bank/Central N.A.,
dated November 21, 1989. Commencing June 1, 2000, the Tenant shall pay
$67,056.00 per year based on $18.00 per square foot on the 3,612 gross square
feet of interior space and the sum of $6.00 per square foot on the 340 gross
square feet of canopy space (hereinafter referred to as "Rent" or "Basic Rent")
payable in advance to Landlord in equal monthly installments on the first day of
each calendar month during the term. Basic Rent for any period of less than one
month shall be apportioned based on the number of days in that month. For
purposes of this Lease, the term "Basic Rent" shall be deemed to be the rent
paid during the initial one (1) year period of this Lease, or the rent paid in
any succeeding one (1) year period as the same may be hereinafter adjusted in
accordance with subparagraph (b)(i) below. Commencing June 1, 2001, the rent
shall
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be increased to $19.00 per square foot of interior space and $6.33 per square
foot of canopy space. Upon termination, the Landlord shall keep all monies paid
during the preliminary term and neither party shall have any further liability
to the other.
(b) Tenant agrees to pay to Landlord during each successive one (1)
year period of the Initial Term of this Lease (and for each year of any renewal
term if Tenant exercises its option to extend the Initial Term as set forth in
Paragraph 24 of this Lease) Basic Rent as provided in subparagraph (a) for the
immediately preceding one (1) year period, all additional rent and any other
impositions or charges due under this Lease, plus an adjustment in the Basic
Rent equal to four (4%) percent of Basic Rent. (c) Tenant shall pay Basic Rent
and any additional rent ("Additional Rent") as hereinafter provided to Landlord
at Landlord's above stated address of or at such other place as Landlord may
designate in writing, without demand and without any abatement, counterclaim,
deduction or setoff whatsoever except as provided herein, (Basic Rent and
Additional Rent are sometimes hereinafter collectively referred to as "Rent")
Any demand, voucher or invoice from Landlord to Tenant for the payment of
Additional Rent claimed to be due from Tenant under the terms of this Lease
shall include such information and documentation as is reasonably necessary for
Tenant to verify the amounts so claimed. 5. Commencement of Rent. Tenant shall
commence paying Rent on the Commencement Date. The Commencement Date shall be
the earlier of (I) sixty (60) days after Landlord delivers the Leased Premises
to Tenant for commencement of Tenant's leasehold improvements (provided that at
the expiration of such period a certificate of occupancy or temporary
certificate of occupancy has been obtained for the Leased Premises) or (II)
Tenant's
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occupancy of the Leased Premises for any purpose other than construction of
Tenant's leasehold improvements. The parties shall execute a memorandum in
recordable form memorializing the date of the Commencement Date once such date
has been established. 6. Services to Be Rendered By Landlord. (a) Landlord, at
its expense, shall furnish adequate water to the building for drinking,
lavatory, fire protection and cleaning purposes. (b) Landlord represents that
sanitary sewer, water, electric and (if applicable) natural gas, of sufficient
capacity to meet the normal demands of Tenant's permitted uses, are currently
available to the demised premises. Neither Landlord nor any of its agents or
employees has knowledge of any statute, regulation, rule, administrative or
court order or similar restriction adversely affecting Tenant's ability to
connect to or use any or all of such utilities. (c) Tenant may (but shall not be
obligated to) erect a sign or signs in or on the interior or exterior of the
Leased Premises, the Building, the complex or the Building Parcel identifying
Tenant and/or Tenant's activities and services offered at the Leased Premises,
provided: (1) The number, size, location, material and installation of all such
signs comply with all applicable governmental requirements (unless Tenant has
obtained a valid variance from or waiver of such requirement); and (2) Tenant
obtains Landlord's prior written consent to the erection of such sign(s), which
consent will not be unreasonably withheld or delayed.
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All signs so erected shall remain the personal property of Tenant and
Tenant may (but shall not be required to) remove them following the expiration
or prior termination of this Lease, Tenant shall, however, repair any damage
caused by such removal.
Subject to subparagraph (1) herein and subject to subparagraph (2) as
to location only, Landlord and Tenant agree that Tenant shall be permitted to
erect a freestanding illuminated sign on Quakerbridge Road and a freestanding
illuminated sign on Xxxxxxxx Square Boulevard South
(d) Landlord represents and warrants that there is no asbestos in the
Building.
7. Repairs and Maintenance.
(a) Landlord agrees that at the time the Leased Premises are delivered
to the Tenant for commencement of Tenant's leasehold improvements, the Leased
Premises will be in compliance with all applicable statutes, regulations, rules,
codes, ordinances, orders, judgments and other legal requirements,
(b) Tenant shall take good care of the Leased Premises and any and all
fixtures therein, and shall quit and surrender the Leased Premises in broom
clean condition,
(c) Landlord shall be responsible for the maintenance, repair and
replacement, if necessary, of the roof and all structural and mechanical systems
of the Building during the Tenn portions of the Lease, except as set forth
hereafter. Tenant shall be responsible for the normal maintenance and repair of
the HVAC system and plumbing system which services the Leased Premises, except
that Landlord shall be responsible for all costs beyond the normal repair and
maintenance, including, but not limited to replacement of the HVAC system, as
long as Tenant has met its repair and maintenance responsibilities, Landlord
shall assign to Tenant all warranties issued to Landlord on the HVAC system.
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(d) Tenant shall make no alterations, changes, additions or
improvements in the Leased Premises without the written consent of Landlord,
which consent shall not be unreasonably withheld or delayed.
(e) All alterations, additions and improvements made by either party
upon the Leased Premises shall become the property of Landlord and shall remain
upon and be surrendered with the Leased Premises as part thereof at the
expiration or termination of the Lease; except that at such expiration or
termination, Tenant shall have the right to remove and retain as Tenant's own
property any additions or improvements made by the Tenant or at Tenant's sole
expense, except for carpeting, provided that Tenant shall repair any damage
caused by such removal.
(f) Tenant shall, before making any alterations, additions,
installations, or improvements, at its expense, obtain all permits, approvals
and certificates required by any governmental or quasi-governmental bodies and
(upon completion) certificates of final approval thereof and shall deliver
promptly duplicates of all such permits, approvals and certificates to Landlord.
Tenant agrees to carry and will cause Tenant's contractors and subcontractors to
carry such Worker's Compensation, general liability, personal and property
damage insurance as Landlord reasonably may require in connection with such
construction activities. If any mechanic's lien is filed against the Building or
Leased Premises, for work claimed to have been done for, or materials furnished
to, Tenant, whether or not done pursuant to this paragraph, such lien shall be
discharged by Tenant within thirty (30) days thereafter at Tenant's expense by
filing the bond required by law or in such other manner as may be satisfactory
to Landlord.
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8. Electricity. Tenant shall, at Tenant's expense, pay directly to the
appropriate utility the charges for gas, electric and water services for the
Leased Premises, for as long as these expenses are separately metered. Landlord
shall, at Landlord's cost and expense, provide separate meters to the Leased
Premises for such services.
9. Tax and Operating Expense Adjustment.
(a) In addition to Basic Rent as provided in Paragraph 4 of this Lease,
Tenant shall pay to Landlord Tenant's proportionate share of Real Estate Taxes
which are assessed against the Building as defined in subparagraph (c) below
plus Tenant's proportionate share of Operating Expenses, as defined in
subparagraph (b),below. Tenant's proportionate share of such costs shall be
based upon the ratio that the total floor space of the Leased Premises bears to
the total rentable area of the Building.
(b) "Operating Expenses" as used herein shall mean Landlord's direct
cost and expenses of operation and maintenance of the Building and the Complex
as defined in Paragraph 1 hereof and the surrounding walks, driveways, parking
areas and landscaped areas adjacent thereto, in accordance with generally
accepted accounting principle or other generally recognized and accepted
accounting practices, consistently applied, including by way of illustration and
not limitation: maintenance and maintenance personnel (including snow removal),
wages and related employee benefits of Landlord's management personnel, repairs,
landscaping, common area utilities (including gas, water, electric and
sewerage), sewerage for the Complex and insurance (excluding mortgage payment or
similar credit insurance). In addition, Tenant shall pay to Landlord a
management fee equal to four (4%) percent of the Basic Rent described in this
paragraph, Landlord's operating expenses shall not, however, include the
following: capital
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improvements, restoration and repair costs covered by insurance proceeds,
Tenant's installations, Landlord's improvements in connection with Landlord's
initial construction for Tenant as set forth in this lease, preparing space for
any new Tenant, depreciation, real estate brokerage and lease commissions,
principal and interest payments on any mortgage or similar encumbrances, rental
under any ground or underlying lease, franchise or income taxes of Landlord, the
costs of electricity furnished directly to Tenant and any other tenants of the
Building which are separately metered, the cost of any work or service performed
for or facilities furnished to a tenant for the account of such tenant and, in
general, any other costs and expenses which would not, under generally accepted
accounting principles, be regarded as operating and maintenance costs expenses.
In addition, in no event shall operating Expenses include any assessment
relating to transportation development districts or similar charges assessed
against real estate owners or developers in connection with transportation
improvements.
(c) "Real Estate Taxes" shall in addition to municipal real property
taxes (or any other tax hereafter enacted as a substitute or replacement
therefor or any part thereof) also include sewer rents and any special, ordinary
or extraordinary assessments and governmental levies against the Complex, the
Building or Leased Premises. Real Estate Taxes shall be the actual annual tax
billed for the Complex in which the Leased Premises are located. In addition,
Tenant shall not be responsible to Landlord for any amounts associated with
assessments, impositions or taxes made, levied or assessed against or imposed
upon improvements in, on or about the Complex in which the Leased Premises are
located unless those improvements are made by or on behalf of Tenant or are for
the improvement and benefit of such Complex as a whole and not for the benefit
of other individual tenants. Furthermore, Tenant shall not be
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responsible to Landlord for any amounts assessed against the complex, the
Building, the Leased Premises, the Common Areas or any portion thereof to the
extent that the same are attributable to any time period prior to the
Commencement Date or subsequent to the end of the Term.
(d) Additional Rent due to Landlord under this Lease shall be paid
within thirty (30) days after receipt by Tenant of a statement showing the
computation of the amount due to Landlord. Landlord shall make available its
records and reasonable detail supporting the items referred to in such statement
for at least sixty (60) days after submission thereof, for examination at
reasonable times by Tenant and its authorized representative.
(e) It is intended that if real estate taxes increase more than ten
(10%) percent in any particular year, Landlord will appeal same and pass on any
savings to Tenant, If Landlord does not take such an appeal, Tenant may do so at
its expense on behalf of the Landlord. Any savings won by the Tenant shall be
shared after first deducting the reasonable cost to Tenant of such appeal, with
the other tenants in the Building, however, in proportion to each tenant's
percentage of the Building.
10. Assignment and Subletting. Tenant may assign this Lease to any
party subject to the consent of the Landlord, which consent shall not be
unreasonably withheld.
11. Requirements of Law
(a) Tenant shall give prompt notice to Landlord of any notice it
receives of the violation of any law or requirement of public authority, or from
the Bureau of Fire Safety,
(b) Landlord represents that as of the date of execution of this Lease
neither it nor its agents or employees have received notice or are aware of (1)
any building, code violation or any other violation in respect of the demised
premises or the building of which the
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demised premises are a part (the "Building") or the land; or (2) any pending or
threatened eminent domain proceedings or proceedings in the nature or in lieu
thereof. Landlord further represents that the permitted use under this Lease is
permitted by applicable zoning and other land use requirements.
(c) Tenant, at its own cost and expense, shall promptly execute and
comply with any statutes, ordinances rules, orders, regulations and requirements
of the Federal, state, or Municipal government, and of any of their departments
or bureaus, which may be applicable to the Leased Premises by reason of any act
or conduct on the part of the Tenant or by reason of the character of its
occupancy of the Leased Premises; and Tenant shall promptly correct and xxxxx
any such violation caused by its acts, at its own cost and expense. Tenant shall
also promptly comply with the provisions of the Uniform Fire Safety Act,
N.J.S.A, 52:27D-192 et seq., for the prevention of fires or the risk thereof
where such regulations are made applicable by any act or conduct of the Tenant,
or by the character of its occupancy of the Leased Premises. Landlord represents
that at the time of delivery of the Leased Premises to Tenant, the Leased
Premises shall be in compliance with all such statutes, ordinances, rules,
orders, regulations and requirements.
(d) In the event that Tenant shall fail or neglect to do or perform any
of the matters required by this paragraph, then Landlord or its agents after
notice to the Tenant as prescribed in Paragraph 16 of this Lease, and after
Tenant's failing to remedy such failure or neglect within the time periods set
forth in Paragraph 16 hereof, and subject to Paragraph 21 hereof, may enter the
Leased Premises, and comply with any and all of said statutes, ordinances,
rules, orders, regulations or requirements at the cost and expense of Tenant,
and in case of
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Tenant's failure to pay therefor, the cost and expense thereof shall be due and
payable within thirty (30) days following Landlord's written demand therefor, in
addition to any other remedy Landlord may have hereunder by reason of such
default on the part of Tenant.
(e) Tenant shall not do or suffer anything to be done on the Leased
Premises which will increase the rate of fire insurance on the Building.
12. Limitation of Liability.
(a) Landlord shall not be held responsible for and is hereby expressly
relieved from any and all liability by reason of any injury, loss, or damage to
any person or property in the Leased Premises due to any cause whatsoever and
whether the loss, injury or damage be to the person or property of Tenant or any
other person, and whether or not occurring before or after the execution of this
Lease. Tenant further agrees to indemnify, defend and save Landlord harmless
from and against all claims made on account of such injury, loss or damage,
including but not limited to reasonable attorneys' fees and other legal
expenses.
(b) Tenant shall not be held responsible for and is hereby expressly
relieved from any and all liability by reason of any injury, loss or damage to
any person or property in or about any part of the Building or the commercial
complex of which the Building is a part (including but not limited to common
areas and parking, areas) ("Complex") other than the Leased Premises due to any
cause whatsoever and whether the loss, injury or damage be to the person or
property of Landlord or any other person, and whether or not occurring before or
after the execution of this Lease. Landlord further agrees to indemnify, defend
and save Tenant harmless from and against all claims made on account of such
injury, loss or damage, including but not limited to reasonable attorneys' fees
and other legal expenses.
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(c) No (i) exculpation from or limitation of liability on the
part of the Landlord or Tenant, or their respective employees servants, agents,
guests, invitees, contractors, subcontractors, licensees, successors or assigns,
or (ii) indemnification by Landlord or Tenant in favor of the other and/or their
respective employees, servants, agents, guests, invitees, contractors,
subcontractors, licensees, successors or assigns shall be effective to the
extent that the loss, cost, expense, damage, claim or occurrence in connection
with which the benefit of such exculpation or indemnification is claimed is
attributable to the negligence or willful misconduct of the party claiming such
benefit.
(d) Landlord and Tenant each hereby releases the other, to the
extent of the releasing party's actual recovery under its insurance policies,
from any and all liability for any loss, damage or injury which may be inflicted
upon its respective property or to persons for which Tenant or Landlord is
insured, even if such lose, damage, or injury shall be brought about by the
fault or negligence of the other, its agents or employees; provided however,
that this release shall be effective only with respect to loss or damage
occurring during such time an the appropriate policy of insurance shall contain
a clause to the effect that this release shall not adversely affect such policy
or impair the right of the insured to recover thereunder. Landlord and Tenant
agree to obtain endorsements to their respective insurance policies permitting
such a waiver of subrogation and to pay the amount of any additional premium
charges for such endorsement to their respective policies,
13. Insurance.
(a) Tenant, at Tenant's sole cost and expense, shall maintain
and keep in effect throughout the term of this Lease:
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(i) Insurance against loss or damage to the Leased
Premises and all Tenant's improvements upon the Leased Premises, as well as
Tenant's trade fixtures and other contents of the Leased Premises, by fire with
extended coverage and such other casualties as customarily are included in all
risk insurance generally carried by businesses for similar properties and
permitted uses (including without limitation coverage against loss or damage by
vandalism, malicious mischief and water damage), in an amount at least equal to
the full insurable value thereof.
(ii) Insurance against loss or liability in
connection with bodily injury or death or property damage in or upon the Leased
Premises, under policies or comprehensive general public liability insurance
(with contractual liability endorsement and workers compensation insurance) with
such limits as to each as may be reasonably required by Landlord from time to
time but not less than $1,000,000 combined single limit for bodily injury or
death or property damage.
(b) All policies shall add Landlord as an additional insured (except as
to contents). The insurance coverage required under subparagraph (a)(i) above
shall contain standard mortgagee endorsements in favor of any mortgage
designated in writing by Landlord. All such policies (except Worker's
Compensation) shall provide that the insurance carrier shall not cancel the
coverage unless the carrier notifies Landlord and any mortgagee so designated by
Landlord under the preceding sentence at least thirty (30) days prior to the
effective date of such cancellation. Tenant shall deliver certificates of
insurance evidencing the insurance coverages referred to above. (c) If the
foregoing insurance expires, is canceled, or becomes void or voidable in whole
or in part by reason of Tenant's breach of any condition thereof, Tenant shall
place new insurance on the Leased Premises reasonably satisfactory to Landlord.
The renewal certificates of insurance shall be delivered to Landlord promptly
after they become available from the carrier or its agent.
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(d) In the event of loss (except for a loss relating solely to
the contents of the Leased Premises), Tenant will promptly notify Landlord
thereof in writing, Landlord may make, but is not obligated to make, proof of
loss if not made promptly by Tenant (except for a loss relating solely to the
contents of the Leased Premises); provided, however, that any adjustment of a
proof of lose in respect of a claim for more than $100,000 shall require the
prior written consent of Landlord, which consent shall not be unreasonably
withheld or delayed.
(e) Landlord shall maintain appropriate insurance coverages in
respect of the Building, the parking areas and other areas in the Complex (but
in any event coverage of not less than the full replacement cost of the
Building) and will provide Tenant with certificates of insurance evidencing such
coverage from time to time.
14. Damage, Fire or Other Casualty.
(a) In case of any damage to or destruction of the Leased
Premises or any part thereof, Tenant shall promptly give written notice thereof
to Landlord.
(b) In case of the destruction of the Leased Premises or the
Building, by fire or other casualty during the term of this Lease, or such
partial destruction or damage thereto so as to render the Leased Premises wholly
untenantable or unusable or unfit for the normal operations of the Tenant, or
should the Leased Premises be so badly injured that the same cannot be repaired,
in the reasonable opinion of Landlord's architect, within one hundred twenty
(120) days from the occurrence of such damage, then and in any such case the
term hereby created shall cease and become null and void from the date of such
damage or destruction and Tenant shall surrender the Leased Premises and all
interest therein to Landlord, and Tenant shall pay the basic rent and additional
rent only to the time of such destruction or damage, and in case of such
destruction or partial destruction of the Building by fire or other casualty,
Landlord may re-enter and repossess the Leased Premises discharged from this
Lease, provided however that Tenant shall have a reasonable opportunity to
remove Tenant or Customer property.
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(c) In case of damage to the Leased Premises, the Building or
any part thereof which can, in the reasonable opinion of Landlord's architect,
be repaired within one hundred twenty (120) days from the occurrence thereof,
Landlord shall enter and restore the Leased Premises or the Building with all
reasonable speed to substantially their condition prior to such occurrence, but
in any event within such one hundred twenty (120) day period. Tenant shall be
entitled to reasonable assurances of such timely completion including, but not
limited to, a cost estimate and completion schedule prepared by such Architect.
From the date of such damage and until repairs shall have been completed the
rent and additional rent or other similar charges (if any reserved in this
Lease), or such proportionate share thereof as may be attributable to the
portion damaged, destroyed or rendered unusable or unfit in whole or part shall
be abated.
(d) In the event the Leased Premises shall be so slightly injured by
fire or other casualty as not to be rendered untenantable or unusable or unfit
for the normal operations of Tenant, then Landlord agrees to repair the same
promptly, and in that case the basic rent and additional rent accrued and
accruing shall not cease but shall continue without abatement.
15. Quiet Enjoyment. The Landlord covenants and agrees that the Tenant,
upon payment of the Basic Rent and Additional Rent or other similar charges (if
any) reserved herein and upon observing and keeping the covenants, agreements
and stipulations of this Lease on its part to be kept, shall lawfully, peaceably
and quietly hold, occupy and enjoy the Leased of this lease and any extension or
extensions thereof, without hindrance, Premises during the term in ejection or
molestation by Landlord or any person or persons claiming under Landlord or
claiming by a title superior to that of Landlord.
16. Defaults and Remedies.
(a) Each of the following shall be a default by Tenant under this
Lease:
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(i) Any failure on the part of Tenant to pay any installment of Basic
Rent or Additional Rent or any other payment required under this Lease on the
date when such payment shall fall due.
(ii) Any failure on the part of Tenant to observe or perform any of the
other terms, covenants or conditions of this Lease.
(iii) If Tenant becomes insolvent, admits in writing the inability to
pay debts as they become due, is adjudged bankrupt (by way of voluntary or
involuntary petition) under the Federal Bankruptcy Act as now in effect or
hereafter amended, seeks reorganization or similar arrangement or relief under
the Federal Bankruptcy Act, or makes an assignment for the benefit of creditors,
or if a receiver or trustee is appointed in connection with any of the foregoing
or similar proceedings.
(iv) The dissolution or liquidation or commencement of an action for
dissolution or liquidation, of the Tenant. Notwithstanding anything to the
contrary contained in this Lease, anything or act which would otherwise be a
default by Tenant hereunder or would entitle Landlord to any remedy hereunder
shall not be a default and Landlord shall not be entitled to such remedy unless,
with respect to a breach of the nature described in subparagraph (a)(i) above,
Tenant shall have failed to cure the same within ten (10) days after receipt of
written notice thereof given by Landlord to Tenant or if with respect to any
other breach by Tenant under this Lease, Landlord shall have given Tenant
written notice of such written notice of such breach and Tenant shall have
failed to cure the same within thirty (30) days after receipt of such written
notice or, if the breach is of such a nature that it cannot with due diligence
be cured within thirty (30) days, Tenant shall have failed to commence curing
such breach within such thirty (30) day period and to proceed with due diligence
and in good faith to complete the curing thereof. This paragraph shall not apply
to any defaults under subparagraph (a)(iii) or (iv) above.
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(b) In the event of any default by Tenant, Landlord, at any
time after the expiration of applicable notice and cure periods, may exercise
any one or more of the following remedies:
(i) Landlord may give Tenant ten (10) days written notice of its
intention to cancel and terminate this Lease and after the expiration of such
ten (10) day period, this Lease shall be canceled and terminated, and the Tenant
will then peaceably quit and surrender the Leased Premises to the Landlord, but
Tenant shall remain liable as provided below.
(ii) Landlord may declare the entire remaining rent and additional rent
for the then current term of this Lease, and all other sums payable by Tenant
under this Lease, immediately due and payable, together with interest thereon at
the annual rate of four percent (4%) above the announced "base" rate of United
Jersey Bank, Hackensack, New Jersey, until all such sums are actually paid to
Landlord.
(iii) Landlord may, with or without terminating this Lease, re-enter
the Leased Premises and dispossess Tenant by appropriate legal proceedings.
(iv) Landlord may, with or without terminating this Lease, relet the
Leased Premises or any part thereof, upon such commercially reasonable terms and
conditions as the Landlord may deem appropriate, and may grant commercially
reasonable concessions in connection with such reletting, without in any way
affecting Tenant's liability for the rental or any other sums payable hereunder.
The entire net proceeds of any such reletting shall be credited against Tenant's
then-outstanding obligations under this Lease. As used herein, the term "net
proceeds" shall mean the full amount of rent and all other charges paid to
Landlord by all succeeding tenants of all or any portion of the Leased Premises,
less those actual and reasonable expenses described in subparagraph (c) below.
Landlord shall in no event be liable and Tenant's liability shall not be
affected or diminished in any way whatsoever for the failure to relet the Leased
Premises, or in the event that the Leased Premises are relet, for failure to
collect the rent thereof under such reletting, provided, however that Landlord
shall use its
- 19 -
best efforts to mitigate any damages otherwise recoverable against Tenant by
reletting the Leased Premises and collecting, the rent in connection therewith.
(v) Landlord shall have the right of injunction and the right to invoke
any remedy allowed at law or in equity whether or not specifically mentioned in
this Lease. Mention in this Lease of any particular remedy shall not preclude
Landlord or Tenant from any other remedy, in law or in equity, it being the
intent hereof that Landlord's and Tenant's respective remedies under this Lease
shall be cumulative and not exclusive.
(vi) Landlord shall not (whether by self-help or with the assistance of
a sheriff, constable or other official) distrain Tenant's personal property
(whether or not such property is within the scope of subparagraph 16(c) below)
in the absence of a valid court order authorizing such distraint, issued
following prior notice to Tenant and a hearing, in which Tenant has had the
opportunity to be heard, before the court issuing such order.
(c) Anything in this Lease to the contrary notwithstanding, all
furniture, inventory, fixtures and equipment ("Equipment") which are owned or
leased by Tenant or are being purchased by Tenant pursuant to an installment
sales contract shall remain personal property and Landlord waives and releases
any and all right of distraint, levy or execution against any such furniture,
inventory or equipment for rent or other sums due or to become due Landlord
under this Lease and all claims and demands against the Equipment, but only to
the extent such Equipment is pledged as a security or collateral to any
Equipment lessor or lender or other secured party. Landlord further agrees that
any Equipment lessor or lender or other secured party with respect to any of the
Equipment may, in any manner permitted by law, enter the Leased Premises to
remove the Equipment or any item thereof to which it or they have any legal or
equitable interest provided that any damage to the Leased Premises or the
Building caused by such removal shall be the responsibility of Tenant or such
Equipment lessor, lender or other secured party.
- 20 -
(d) Notwithstanding any other provisions contained in this
lease, in the event (a) Lessee or its successors or assignees shall become
insolvent or bankrupt, or if it or their interests under this Lease shall be
levied upon or sold under execution or other legal process, or (b) the
depository institution then operating on the Premises is closed, or is taken
over by any depository institution supervisory authority, ("Authority"), Lessor
may, in either such event, terminate this Lease only with the concurrence of any
Receiver or Liquidator appointed by such Authority; provided, that in the event
this Lease is terminated by the Receiver or Liquidator, the maximum claim of
Lessor for rent, damages, or indemnity for injury resulting from the
termination, rejection, or abandonment of the unexpired Lease shall in no event
be greater than an amount equal to all accrued and unpaid rent to the date of
termination.
(e) In the case of any default, re-entry, expiration or
dispossession by summary dispossess proceedings or otherwise under this Lease,
Landlord also may recover such reasonable costs and expenses as Landlord may
incur in connection therewith, including without limitation costs of suit and
reasonable attorneys' fees, including those incident to the recovery of
possession, brokerage fees, and costs and expenses of putting the Leased
Premises in good order and repair or for preparing the same for re- rental,
provided that the making by the Landlord of any such expenditures for putting
the Leased Premises in good order and repair shall not operate or be construed
as a release of Tenant from liability hereunder.
(f) Notwithstanding anything contained herein to the contrary,
any action taken by Landlord under this Paragraph 16 shall not operate as a
waiver of any right which the Landlord would otherwise have against Tenant for
rent hereby reserved or otherwise, and Tenant shall remain responsible to
Landlord for any loss or damage suffered by Landlord by reason of Tenant's
default or breach under this Lease. The words "re-enter" and "re-entry" as used
in this Lease are not restricted to their technical legal meaning.
17. Continuing Default of Tenant. In the event Tenant shall fail,
refuse or neglect to perform any of the covenants or agreements contained herein
beyond the applicable grace and/or cure periods
- 21 -
following notice, Landlord may perform the same for the account of Tenant. Any
amount paid or expense or liability reasonably incurred by Landlord in the
performance of any such matter for the account of Tenant, including reasonable
attorneys, fees, shall be deemed to be additional rent hereunder and the same
(together with interest thereon as the rate specified in Paragraph 16(b)(ii)
from the date of Landlord's demand following the expiration of such periods)
shall be repaid by Tenant to Landlord upon demand therefor by Landlord.
Nothing contained herein shall be construed to postpone the right of
Landlord immediately upon extending such sums to collect such sums with interest
by action or otherwise.
18. Landlord Default.
(a) If Landlord defaults in the observance or performance of
any term or covenant required to be performed by it under this Lease, Tenant,
after not less than thirty (30) days notice to Landlord (unless such default
results in an imminent risk of harm to persons or property, in which event no
such notice shall be required):
(i) may, but shall not be obligated to, remedy such default and in
connection therewith may pay expenses and employ counsel, provided that Tenant
shall have the right to remedy such default without notice In the event of an
emergency, All sums expended or obligations incurred by Tenant in connection
therewith (including but not limited to reasonable attorney's fees) shall be
paid by Landlord to Tenant upon ten (10) days demand, and if Landlord falls to
reimburse Tenant, Tenant may, in addition to any other right or remedy that
Tenant may have, deduct such amount from subsequent installments of Basic Rent
or Additional Rent which from time to time thereafter become due to Landlord,
(ii) may elect to terminate this Lease (in the event Landlord's default results
in a material interference of Tenant's business operation) upon giving, at least
thirty (30) days notice to Landlord of its intention so to dot in which event
this Lease shall terminate upon the date fixed in such notice, unless Landlord
shall have meanwhile cured such default (or, if such default is
- 22 -
not susceptible of cure within such thirty (30) day period, Landlord has
provided Tenant with adequate assurance that such cure will be accomplished
promptly, has in fact commenced such cure and thereafter diligently pursues such
cure to completion).
(iii) may commence an action in the Superior Court of New Jersey
seeking to compel Landlord to perform its obligations hereunder.
(b) Tenant may exercise any of the foregoing remedies singly or
concurrently and without prejudice to the future exercise of any remaining
available remedies.
(c) Anything in this Lease to the contrary notwithstanding, Tenant
agrees that it will not terminate this Lease or withhold any rentals due
hereunder because of Landlord's default in performance hereof until the Tenant
has first given written notice to the holders of any existing mortgages or
installment sale agreements covering the Building of whose respective interests
in the Leased Premises Tenant first has been advised in writing (which as of the
date hereof are identified on Schedule E, which shall be amended by Landlord
when appropriate from time to time by written notice to Tenant) specifying the
nature of the default by Landlord and allowing Landlord and such holders, or any
of them, thirty (30) days after the date of such notice to cure such default. If
circumstances are such that such default cannot reasonably be cured within that
thirty (30) day period, Tenant shall allow a reasonable period of time to
complete such cure provided that such parties commence such cure within the
original thirty (30) day period and diligently pursue such cure to completion.
19. Subordination. With respect to each existing or future mortgage or lease
which purports to be senior in lien or obligation to this Lease or to which
Tenant is being required to subordinate this Lease, Tenant's acknowledgment and
consent to the seniority of such instrument is conditioned on (1) the absence
from such instrument of obligations purporting to be binding on Tenant that are
in excess of those herein assumed by Tenant and (2) the existence in the
applicable instrument or an executed nondisturbance and attornment agreement
from the mortgagee(s) and/or underlying lessor(s), as the case
- 23 -
may be, of a covenant to the effect that so long as Tenant is not in default
under this Lease beyond the applicable grace and cure periods, no foreclosure or
enforcement of any other remedy under such instrument shall divest, impair,
modify, abrogate or otherwise adversely affect any interest or rights whatsoever
of the Tenant under this Lease. Landlord shall use its best efforts to obtain a
nondisturbance and attornment agreement substantially in the form attached as
Exhibit G in form reasonably satisfactory to Tenant from all mortgagees and
underlying lessors with respect to the premises within thirty (30) days
following the execution of this Lease.
20. Condemnation.
(a) If the whole of the Building or Leased Premises shall be taken
under the exercise of the power of condemnation or eminent domain, then this
Lease shall automatically terminate on the date that possession is taken by the
condemnor and the rent shall be apportioned as of said date. Landlord agrees to
indemnify and save Tenant harmless from any claim which the condemnor may make
or assert with respect to Tenant's continued use and occupancy of the Leased
Premises for the period from the date the condemnor takes title to the date the
condemnor takes possession, provided, however, that Landlord's indemnity
pursuant to this Paragraph 20(a) shall be limited to the square foot rental set
forth at Paragraph 4 above. If any part of the Building or Leased Premises or
access to either be so taken so as to materially restrict, limit or adversely
affect the intended use,, occupancy or enjoyment of Tenant, then Tenant shall
have the option to terminate this Lease by thirty (30) days written notice to
the Landlord, which notice must be given within ninety (90) days after
possession on the partial taking Is obtained by condemnor, but in any event
Tenant shall have not less than seventy-five (75) days after receipt by Tenant
of notice from Landlord as to the occurrence of such taking to exercise such
option to terminate, and the rent shall be apportioned on the effective date of
termination of the lease by Tenant, Notwithstanding the foregoing, if parking
space only is taken, Tenant may not terminate this lease if Landlord furnishes
to
- 24 -
Tenant an equivalent number of parking spaces situated in reasonable distance of
the property lines of the real property on which the Leased Premises are
situated.
(b) If there shall be a taking and this Lease shall not
terminate or be terminated under the provisions of Paragraph 20(a) hereof, then
the rental shall be equitably apportioned according to the space so taken, and
the Landlord shall, at its own cost and expense, restore the remaining- portion
of the Leased Premises and/or the Building, as the case may be, and access to
the extent necessary to render it reasonably suitable for the purposes for which
it was leased, shall provide sufficient parking- facilities equivalent to those
originally furnished to Tenant, and shall make all repairs to the building- in
which the Leased Premises is located to the extent necessary to constitute the
Building, a complete architectural unit, provided, however, that if the amount
of the award received by Landlord is not adequate to cover the cost of such
restoration or repairing, Landlord may elect by written notice to Tenant to that
effect to terminate this Lease.
(c) In the event of the exercise of the power of condemnation
or eminent domain by any public body, by which the Leased Premises or any
portion thereof or interest therein is taken for a public purpose any portion of
any award of compensation or damages which either: (1) is attributable to the
taking of or damage to any personal property of or leasehold improvements
constructed by or on the account of Tenant; or (2) represents payment or
reimbursement of Tenant's relocation costs; or (3) represents payment or
reimbursement of any other cost, damage or expense suffered by Tenant as a
result of such exercise, (other than the diminution in or destruction of the
value of Tenant's leasehold interest in the demised premises) shall be the
exclusive property of and shall be payable solely to Tenant. Tenant shall have
all rights available under applicable law to contest the validity of any such
exercise as to Tenant's personal property or as to the sufficiency of any award
of compensation or damages to which Tenant is exclusively entitled pursuant to
subparagraphs (1) through (3) above.
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21. Access. Subject to Tenant's reasonable security requirements and
upon reasonable prior notice to Tenant's agent in charge at the Leased Premises,
the Landlord or Landlord's agent or employees shall have the right, upon request
to enter or pass through-h the Leased Premises or any part thereof during normal
business hours or other reasonable times, (a) to examine the Leased Premises and
to show them to the owners, lessors of superior leases, holders of superior
mortgages or prospective purchasers, mortgagees or lessees of the Building, or
the Leased Premises, and (b) for the purpose of making such repairs or changes
or doing such repainting in or to the Leased Premises or in or to the Building
or to facilities as may be provided for by this Lease or as may be mutually
agreed upon by the parties or as Landlord may be required to make by law or in
order to prepare and maintain the Building or its fixtures or facilities or in
order to satisfy any obligation imposed on Landlord to any other tenant
occupying or about to occupy part of the Building. Landlord shall be allowed to
take all material into and from the Leased Premises that may be required for
such repairs, changes, repainting or maintenance, provided, however, that
Landlord shall repair any damage caused by Landlord, its agents or employees.
Landlord shall use best efforts to minimize the disruption of Tenant's normal
operations caused by such activities. In case of emergency, no notice from
Landlord shall be required prior to entering the Leased Premises to make
emergency repairs or to take such other appropriate action in response to such
emergency. In such case, however, Landlord shall give verbal notice of
Landlord's entry as soon as possible thereafter.
22. Tenant's Estoppel Certificate. Tenant shall, from time to time, but
not more than once annually except in the event of a sale of the Building, on
not less than thirty (30) days prior written request by Landlord, execute,
acknowledge and deliver to Landlord a written statement certifying that this
Lease is unmodified and in full force and effect, or that this Lease is in fall
force and effect as modified and listing the instruments of modification; the
dates to which the rents and charges have been paid; and, whether or not to the
best of Tenant's knowledge Landlord is in default hereunder, and if so,
specifying the nature of the default. It is intended that any such statement
delivered pursuant to this
- 26 -
Paragraph 22 may be relied on by a prospective purchaser of Landlord's interest
or mortgagee of Landlord's interest or assignee of any mortgage of Landlord's
interest.
23. Personal Liability. Notwithstanding anything to the contrary
provided in this Lease, it is specifically understood and agreed, such agreement
being a primary consideration for the execution of this Lease by Landlord, that
there shall be absolutely no personal liability on the part of Landlord, its
successors, assigns or any mortgages in possession (for the purposes of this
paragraph, collectively referred to as "Landlord"), with respect to any of the
terms, covenants and conditions of this Lease, and that Tenant shall look solely
to the equity of Landlord in the Building and the land, for the satisfaction of
each and every remedy of Tenant in the event of any breach by Landlord of any of
the terms, covenants and conditions of this Lease to be performed by Landlord,
and If Landlord is in breach or default with respect to its obligations or
otherwise, Tenant shall look solely to the equity of the Landlord in the real
estate for the satisfaction of Tenant's remedies, It is expressly understood and
agreed that Landlord's liability under the terms, covenants, conditions and
obligations of this Lease shall in no event exceed the loss of its equity in the
real estate. Landlord agrees to maintain not less than a ten (10%) percent
equity position in the land and Building.
24. Option to Extend.
(a) Provided that Tenant shall not be in default of any term,
provision, condition or covenant herein at the time of the exercise of the
option set forth in this Paragraph 24 or at the time said option shall take
effect, Tenant shall have the night to extend the term of this lease for one
(1,) additional period of five (5) years, commencing on the date following, the
termination of the prior term. Said option to extend the Term shall be on the
same terms, conditions, provisions and covenants as are set forth herein, with
the following exceptions:
(i) The annual Rent during each Lease Year of the extended period shall
be as set forth in Paragraph 4 of this Lease.
- 27 -
(ii) Nothing, contained herein shall be construed to permit or c,rant
any option or extension of the Term beyond the five (5) year period set forth
herein.
(b) The option herein granted to extend the Term shall be exercised by
Tenant by the delivery of written notice thereof to Landlord, not less than six
(6) months prior to the expiration of the Term or the then current renewal term.
In the event that the Tenant shall fall to deliver such notice within such time,
it shall be conclusively deemed to mean that Tenant has elected not to exercise
said option, whereupon said option shall cease and terminate and be of no
further force and effect.
25. Real Estate Broker. Landlord and Tenant each represent to the other
that it has dealt with no real estate broker in connection with this Lease and
Landlord and Tenant agree that if any claims should be made for commissions by
any broker by reason of its acts or acts of its representatives, it will
indemnify and save harmless the other from any and all claims, demands, losses,
liabilities, judgment, costs, expenses, attorney's fees or other damages
resulting from, arising- out of, or in connection therewith. Landlord agrees to
pay the brokerage. omission due in connection with this Lease to the aforesaid
brokers in accordance with the terms and conditions of a separate agreements
entered into or to be entered into between the Landlord and said broker(s).
26. Covenant Performance. The failure of Landlord or Tenant, as the
case may be, to insist in any one or more instances upon strict performance of
any of the covenants, terms or conditions of this Lease, or to exercise any
option herein contained, shall not be construed as a waiver or relinquishment of
any of the covenants, terms or conditions hereof, or the right to exercise such
option, and Landlord or Tenant, as the case may be, shall have the right
thereafter to insist upon strict performance by the other party of any or all of
them, The receipt by Landlord of any rent provided for hereunder with knowledge
of the breach of any covenant hereof shall not be deemed a waiver of such
breach, and no waiver by Landlord or Tenant, as the case may be, of any
provisions hereof shall be deemed to have been made unless expressed in writing
and signed by the party against which such waiver is sought to be
- 28 -
enforced. The receipt by Landlord of any installment of the rent provided for
hereunder shall not be a waiver of any other sums or additional rent due, nor
shall any endorsement or statement on any check or other instrument operate as a
compromise or accord and satisfaction unless the same is approved In writing by
Landlord.
27. Good Faith Dealing. Whenever in this Lease Landlord may be required
to take certain action(s) on the basis of, or the occurrence or nonoccurrence of
certain events Is dependent upon, whether, in Landlord's opinion, judgment,
determination or similar term, a certain factual situation exists, Landlord
shall act reasonably and in good faith in forming that opinion, judgment, etc.,
it being acknowledged that conditioning the availability of certain remedies or
course of action on Landlord's opinion alone would otherwise subject Tenant to
the unbridled discretion of Landlord. Similarly, where Landlord's approval or
consent is required, Landlord shall not withhold or delay such approval or
consent unreasonably and shall otherwise act in good faith with respect to the
request requiring such approval or consent.
28. Notices. All notices required to be given to the Landlord or Tenant
shall be given by registered or certified mail
(a) addressed to Tenant at the Leased Premises with a copy to:
================================== or
(b) addressed to Landlord at the address first set forth herein (unless
and until notified by either party to send such notices to a different person or
entity). Notices shall be effective only upon receipt by the indicated
addressees.
- 29 -
29. Environmental Representations and Warranties. Landlord hereby
represents and warrants that, to the best of Landlord's knowledge and belief, as
of the date of execution of this Lease, and throughout the term of this Lease:
(a) All required federal, state and local permits, consents
and approvals concerning or related to environmental protection and regulation
of the Premises, the Building, the Complex and all real property adjacent to the
Building and/or the complex which is owned and/or controlled by Landlord (the
"Land"), have been secured and are current, and shall be maintained.
(b) The Landlord, with regard to the Premises, Building, Land
and Complex, has been, is and shall be in full compliance with such
environmental permits, and all other requirements under all federal, state or
local environmental laws, regulations or ordinances applicable to the Premises
(the "Environmental Laws") including but not limited to the Comprehensive
Environmental Response, Compensation and Liability Act, the Superfund Amendment
and Reauthorization Act, the Environmental Cleanup Responsibility Act, the Spill
Compensation and Control Act, and the Hazardous Discharge Notification Act, as
the same are in effect from time to time.
(c) There are no pending actions against the Landlord, or any
prior tenant located in the Premises with respect to any such tenant's
activities in the Premises, under any environmental law, regulation or
ordinance, and the Landlord has not received notice in any form of such an
action, or of a possible action.
(d) There have not been, nor are there now, nor shall there be
in the future any releases of hazardous substances (as that term is defined in
any of the Environmental Laws) or hazardous substances present in, on, over, at,
from, into or onto any portion of the Premises, the Building, the Land or the
Complex,
- 30 -
(e) There is no environmental condition contamination,
situation or incident on, at, or concerning the Premises, the Land, the Building
or the Complex, that may give rise to an action or to liability under any law,
rule, ordinance or common law theory.
(f) Landlord shall immediately notify Tenant in the event it
receives: (i) any notices or correspondence from the Environmental Protection
Agency or the New Jersey Department of Environmental Protection concerning the
Premises alleging the presence or release of any hazardous substances or
environmental contaminants in, on, around or under the Premises, the Building or
the Land; or (ii) any information suggesting or demonstrating the release or
presence of any hazardous substances or environmental contaminants in, on,
around or under the Premises, the Building or the Land.
30. Breach of Warranties and Representations.
(a) In the event that Landlord or any agent, employee or
independent contractor hired by Landlord breaches any of the representations or
warranties contained in Paragraph 29, above, or if it is determined that the
Leased Premises is contaminated by hazardous substances as that term is defined
in any of the Environmental Laws, at levels unacceptable to Tenant (in Tenant's
sole judgment), Tenant shall have the right to terminate this Lease by written
notice at any time following such breach by a notice served in the manner and
form required by Paragraph 28 hereof Such termination shall become effective
forty-five (45) days after Landlords receipt of such notice, at which time this
Lease shall be null and void and Tenant shall vacate the Premises.
(b) In the event that Tenant chooses to not terminate this
Lease pursuant to this Paragraph 30, Landlord shall: (i) to the extent required
to cause the Premises to be in compliance with all Environmental Laws, take all
measures required to clean up or remediate any environmental contamination as
determined by the applicable governmental authority (except to the extent caused
by Tenant, its agents, invitees, employees or subcontractors); and (ii)
indemnify, defend, and hold Tenant harmless for all claims, demands, losses,
liabilities, damages or expenses (including reasonable attorneys
- 31 -
fees) incurred by Tenant as the result of such contamination, notwithstanding
whether or not Landlord had knowledge of such non-compliance and Landlord shall
indemnify, defend, save and hold Tenant harmless for loss, damage, liability or
expenses incurred with respect to such cleanup and environmental contamination.
Without limiting the generality of the foregoing, with respect to any
environmental contamination requiring cleanup occurring prior to the
Commencement Date and which contamination or cleanup delays Tenant's initial
occupancy of the Premises Landlord shall also indemnify and hold harmless Tenant
from the amount by which holdover rents or substitute rental arrangements exceed
the rent which would have been payable for such period under the Lease, lease
cancellation fees and additional moving or storage fees and equipment
rescheduling, delay or cancellation fees incurred as the result of such delay.
In the event any environmental cleanup is necessary and the Premises cannot be
safely and lawfully occupied during such cleanup as the result of the
environmental contamination requiring the cleanup, Tenant shall have the right
to terminate the Lease :If such cleanup is not or cannot be completed to the
extent required to permit the safe and lawful occupancy thereof by Tenant within
six (6) months of the date Landlord receives notice from Tenant or a
governmental authority regarding the environmental contamination requiring
cleanup.
31. Environmental Indemnification. Landlord hereby indemnities and
holds harmless (and shall, at Tenant's option, defend) Tenant, its employees
agents, guests, visitors and invitees, and Tenant's tenants or subtenants and
their employees, agents, guests, visitors and invitees, from and against any and
all cost, expense (including without limitation reasonable attorneys and
environmental consultants fees), loss, damage or liability arising directly or
indirectly from a breach by Landlord of any of the representations or warranties
contained in Paragraph 29, above, except to the extent that the environmental
contamination condition or presence causing the breach of -the representations
and warranties in Paragraph 29, above, was caused by an act of negligence or
wilful misconduct on the part of Tenant, its agents, employees, authorized
visitors, designees or sublessees. The foregoing covenant
- 32 -
of indemnification shall survive the termination of this Lease in connection
with any liability of the Landlord hereunder.
32. Environmental Inspection Tenant shall have the right at its own
expense to have one or more qualified environmental consultants test the
Building, the Leased Premises, the Land and the Complex for environmental
contamination including without limitation asbestos, radon, any form of
hazardous waste (as that term is defined in any of the Environmental Laws) or
other environmental pollutant, provided, however, that such inspections will
occur on or by the 90th day following both parties' execution of this Lease, If
the reports of such consultants) indicates environmental contamination of the
Building, the Land, the Leased Premises, or the Complex, beyond levels
acceptable to Tenant in its reasonable discretion, Tenant shall be entitled to
terminate this Lease without further liability to Landlord and receive a refund
of any monies theretofore paid to Landlord in connection with the execution of
this Lease, provided, however, that such right of termination shall be
exercised, if at all, within 90 days after receipt of said reports.
33. Tenant Representation. Tenant shall, at Tenant's cost and expense,
comply with the Environmental Laws in connection with the closing, termination
or transfer of Tenant's operation at the Leased Premises. In no event shall
Tenant be responsible for any cleanup at the Leased Premises unless resulting
directly from Tenant's use and occupancy of the Leased Premises
34. Miscellaneous.
(a) Any reasonable rules and regulations with regard to the
use and occupancy of the Building or the Leased Premises by Tenant as attached
hereto or as adopted at any time during the term of this Lease and of which
Tenant is notified in writing, shall in all thin-s be observed and performed by
Tenant, its servants, agents, and invitees, provided that such rule shall not be
inconsistent with the Tenant's rights or the Landlord's obligations as herein
expressed.
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(b) The headings of the articles and the numbers of the items
in this Lease are inserted as a matter of convenience to the parties and shall
not affect the construction of this Lease.
(c) This Lease contains the entire agreement between the
parties. No additions, changes or modifications, renewals or extensions hereof,
shall be binding unless reduced to writing and signed by Landlord and Tenant.
(d) The terms, conditions, covenants and provisions of this
Lease shall be deemed to be severable, If any clause or provision herein
contained shall be adjudged to be invalid or unenforceable by a court of
competent jurisdiction or by operation of any applicable law, it shall not
affect the validity of any other clause or provision herein, but such other
clauses or provisions shall remain in full force and effect. In addition,
Landlord may pursue the relief or remedy sought in any invalid clause, by
conforming the said clause with the provisions of the statutes or the
regulations of any governmental agency in such case made and provided as if the
particular provisions of the applicable statutes or regulations were set forth
herein at length.
(e) This Lease shall be interpreted, governed by, and enforced
in accordance with the laws of the State of New Jersey.
(f) In all references herein to any parties, person, entities
or corporations the use of any particular gender or the plural or singular
number is intended to include the appropriate gender or number as the context of
the within instrument may require. All the terms, covenants and conditions
herein contained shall be for and shall inure to the benefit of and shall bind
the parties hereto, and their respective heirs, executors, administrators,
personal or legal representatives, successors and assigns,
(g) Common facilities for purposes of this Lease shall mean
the nonassigned parking areas, lobby, elevators, fire stairs, public hallways,
public lavatories, and all other general building- facilities that service all
building, tenants; air conditioning room, fan room, janitor's closet, electrical
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closet, telephone closet, elevator shafts and machine room, flues, stacks, pipe
shafts and vertical ducts with their enclosing walls.
(h) Landlord agrees that it shall not issue, or cause or
permit to be issued on its behalf, any advertisement, public announcement, press
release or other promotional materials referring to the existence of this Lease
or the status of Tenant as a tenant of Landlord without the prior written
approval of the Legal Department of Tenant. In the event of a violation or
threatened violation of this Paragraph 34(h), Tenant shall be entitled to
injunctive relief in addition to its other legal remedies, The provisions of
this Paragraph 34(h) shall survive the termination or expiration of the Tenn of
this Lease.
(i) This Lease shall be subject to and contingent upon Tenant,
at its sole cost and expense, obtaining (i) from the appropriate banking
regulators by March 1, 1999 approval to maintain and operate a banking office at
the Leased Premises and (ii) such other state and local non-banking approvals as
may be required in order for Tenant to complete Tenant's leasehold improvements
and open its facility to the public. Tenant covenants promptly to make
applications for such approvals. Tenant further covenants expeditiously to
prosecute such applications for approval. In the event Tenant's application for
any such approval is denied, this Lease shall be automatically terminated.
(j) This Lease is further subject to the execution of a
Termination Agreement with Summit Bank terminating their lease of the Leased
Premises simultaneously with the execution of this Lease Agreement.
35. Security Deposit. Tenant, concurrently with the execution of this
Lease, has deposited $11,176.00 with Landlord (the "Security Deposit"), the
receipt of which is hereby acknowledged. Said Security Deposit shall be retained
by Landlord as security for the payment by Tenant to the monies herein agreed to
be paid by Tenant, and for the faithful performance by Tenant of the ten-nw and
covenants of the Lease. In the event of any default by Tenant, Landlord, at its
option, may at any time apply said sum, or any part thereof, (a) toward the
payment of any or all rent or other monies payable under this
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Lease that are in default, or (b) so as to cure any default of Lessee, but
Tenant's liability under this Lease shall thereby be discharged but only to the
extent that Security Deposit covers the amount in default, and Tenant shall
remain liable for any amounts that such sum shall bee insufficient to pay.
Landlord is not required to exhaust any or all rights and remedies available at
law or equity against Tenant before resorting to the Security Deposit. Tenant's
failure to restore any of the Security Deposit used by Landlord within ten (10)
days of Landlord's request for same shall be an act of default hereunder. In the
event this Security Deposit shall not be utilized for any purposes herein
permitted and provided Tenant is not in default at the expiration of the Lease
Term or any Option Term as applicable, then each Security Deposit shall be
returned by Landlord to Tenant within thirty (30) days after the expiration of
the Lease Term or Option Term, as applicable. Landlord shall pay Tenant interest
on said Security Deposit.
Upon execution of the lease, the payment of the security deposit and
proof of liability insurance in the amount of $3,000,000.00, naming the Landlord
as an additional insured, the Tenant shall have a right of entry onto the Leased
Premises as of October 13, 1998.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals. or caused these presents to be signed by their proper corporate
officers and their proper corporate seal to be hereto affixed, on the day and
year directly adjacent to their respective signatures.
SIGNED, SEALED & DELIVERED (LANDLORD)
IN THE PRESENCE OF: LAWRENCEVILLE ASSOCIATES
________________________________ By:_____________________________
(TENANT)
VILLAGE FINANCIAL CORPORATION
ATTEST:
--------------------------------- By:/s/Xxxxxxx X. Xxxxxxx
Secretary Xxxxxxx X. Xxxxxxx
President
- 36 -
EXHIBIT A
Floor Plan of Leased Premises
-41-
EXHIBIT B
Designated Parking Spaces
-42-
EXHIBIT C
Intentionally Omitted
-43-
EXHIBIT D
Intentionally Omitted
-44-
EXHIBIT E
Intentionally Omitted
-45-
EXHIBIT F
BOMA Standards
- 46 -
EXHIBIT G
SUBORDINATION, RECOGNITION AND
NON-DISTURBANCE AGREEMENT
THIS AGREEMENT, is made the day of 1998, by and
between with a residence or principal office at (the "Mortgagee,) and
VILLAGE FINANCIAL CORPORATION, a corporation, having an office at New Jersey,
(the "Tenant").' WITNESSETH: WHEREAS, the Mortgagee is the present holder of a
certain Mortgage (the "Mortgage") dated 1998 by (the "Mortgagor" or "Landlord")
in the stated principal amount of which Mortgage was recorded on 1998, in
County, New Jersey, in Xxxx-x-x Book page and which
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Mortgage covers a parcel of land located in the Township of County, New Jersey
and more particularly described on Exhibit "A" annexed hereto and made a part
hereof. together with the improvements now or hereafter erected thereon (said
parcel of land and improvements thereon being hereinafter called the "Mortgaged
Property"); and
WHEREAS, by certain (Ground) Lease heretofore entered into between the
Landlord and the Tenant dated 1998, (the "Lease"), the Landlord leased to the
Tenant certain premises within the boundaries of the Mortgaged Property together
with the building, and
-48-
other improvements erected or to be erected on the leased premises (said
premises and the improvements erected or to be erected thereon being hereinafter
called the "Demised Premises"); and
WHEREAS, a Memorandum of the Lease is intended to be recorded; and
WHEREAS, a copy of the Lease has been delivered to the Mortgagee.. the receipt
of which is hereby acknowledged; and WHEREAS, the parties hereto desire to
effect the subordination of the Lease to the lien of the Mortgage and to provide
for the non-disturbance of the Tenant by the Mortgagee, NOW, THEREFORE, in
consideration of the promises and of the mutual covenants and agreements herein
contained, the parties hereto, intending to be legally bound hereby, agree as
follows: 1. The Mortgagee hereby consents to and approves the Lease. 2. The
Tenant covenants and agrees with the Mortgagee that the Lease hereby is made and
shall continue hereafter to be subject and subordinate to the lien of the
Mortgage, and all renewals, modifications replacements and extensions thereof,
without regard to the order of priority of execution and recording of the
Mortgage and the Memorandum of the Lease, subject, however, to the provisions of
this Agreement, 3. The Tenant certifies that the Lease is presently in full
force and effect. 4. The Mortgagee agrees that so long as the Lease shall be in
full force and effect: (a) The Tenant shall not be named or Joined as a party
defendant or otherwise in any suit, action or proceeding for the foreclosure of
the Mortgage or to enforce any rights under the Mortgage or the bond, note or,
other obligation secured thereby;
- 48 -
(b) The possession by the Tenant of the Demised Premises and all the
Tenant's rights, options and privileges with respect thereto arising under the
Lease shall not be disturbed, affected or impaired by, nor will the Lease or the
term thereof be terminated or otherwise affected by (i) any suit, action or
proceeding upon the Mortgage or the bond, note or other obligation secured
thereby, or for the foreclosure of the Mortgage or the enforcement of any rights
under the Mortgage or any other documents held by the Mortgagee, or by any
judicial sale or execution or other sale of the Mortgaged Property or the
Demised Premises, or by any deed given in lieu of foreclosure, or by the
exercise of any other rights given to the Mortgagee by any other documents or as
a matter of law, or (ii) any default under the Mortgage or the bond. note or
other obligation secured thereby;
(c) All condemnation awards and insurance proceeds paid or payable with
respect to the Demised Premises and received by the Mortgagee shall be applied
and paid in the manner set forth in the Lease; and (d) Neither the Mortgage nor
any other security instrument executed in connection therewith shall cover or be
construed as subjecting in any manner to the lien thereof any trade fixtures.
signs or other personal property at any time furnished or installed by or for
the account of the Tenant or its subtenants, assigns, successors or licensees on
the Demised Premises regardless of the manner or mode of attachment thereof. 5.
If the Mortgagee shall become the owner of the Mortgaged Property by reason of
foreclosure of the Mortgage or otherwise, or if the Mortgaged Property shall be
sold as a result of any action or proceeding to foreclose the Mortgage or by a
deed given in lieu of foreclosure, the Lease shall continue in full force and
effect, without necessity for executing any new lease, as a direct lease between
the Tenant and the then owner of the Mortgaged Property, as landlord
- 49 -
thereunder, upon all of the same terms, covenants and provisions contained in
the Lease, and in such event:
(a) The Tenant shall be bound to such new owner under all of the terms,
covenants and provisions of the Lease for the remainder of the term thereof
(including the renewal periods, if any, if the Tenant elects or has elected to
exercise any renewal option under the Lease to extend the term) and the Tenant
hereby agrees to attorn to such new owner and to recognize such new owner as
landlord under the Lease; and
(b) Such new owner shall be bound to the Tenant under all of the terms,
covenants and provisions of the Lease for the remainder of the term thereof
(including any such renewal periods, if the Tenant elects or has elected to
exercise any renewal option under the Lease to extend the term) which, by taking
title, such new owner agrees to assume and perform.
6 . Any notices or communications given under this Agreement shall be
in writing and shall be given by registered or certified mail, return receipt
requested, postage prepaid (a) if to the Mortgagee, at the address of the
Mortgagee as hereinabove set forth or at such other address as the Mortgagee may
designate by notice, or (b) if to the Tenant, at the address of the Tenant as
hereinabove set forth or at such other address as the Tenant may designate by
notice, with a copy to Xxxxxx X. Xxxxxx, Esq., 0 Xxxxxxxxxx-Xxxxxxxxxx Xxxxxxxx
Xxxx, Xxxxxxxxxx, XX 00000.
7. This Agreement shall bind and inure to the benefit of and be
enforceable by the parties hereto and their respective heirs, personal
representatives, successors and assigns.
8. This Agreement contains the entire agreement between the parties and
cannot be changed, modified, waived or canceled except by an agreement in
writing executed by the party against whom enforcement of such modification,
change, waiver or cancellation is sought.
- 50 -
9. This Agreement and the covenants herein contained are intended to
run with and bind all lands affected thereby,
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement the day and year first above written
- 51 -
FINANCIAL INSTITUTION EXHIBIT
As used herein "financial institution" shall mean any bank, bank
holding company, savings bank, savings and loan association, trust company,
credit union, mortgage banker or mortgage broker, broker or placement agent for
any other type of loan, consumer or commercial credit lender, factoring
business, or other retail or wholesale lender or deposit taking entity or any
lending or deposit taking facility of the type operated by those entities
referred to (including, without limitation, a loan production facility, whether
or not designated as such) or any discount brokerage organization. As used
herein "deposit" shall mean:
(a) deposits (as that term is used in Regulation Q of the Board of
Governors of the Federal Reserve system, 12 C.F.R. 217 et sec., or the rules of
the Depository Institutions Deregulation Committee, 12 C.F.R. 1204 et seq.,
[i.e., commercial banks. non-bank banks, and savings banks];
(b) accounts (as the term is used in the regulations of the Federal
Home Loan Bank Board and the Federal Savings and Loan Insurance Corporation.. 12
C.F.R. 561.1 et. seq., [i.e.. savings and loan associations];
(c) share accounts, share draft accounts, share certificate accounts,
or deposits (as those terms are used in the regulations of the National Credit
Union Administration. [C.F.R. 000.xx seq., and 12 C.F.R. 701. )5 et
seq.,[i.e. credit unions]; or
(d) accounts or deposits of a similar nature insured by other state or
federally
- 52 -
chartered organizations, the primary purpose of which is insurance of accounts
or deposits; or any successors to any of the foregoing organizations or
regulations referred to above.
Tenant's failure to restore any of the Security Deposit used by Landlord within
ten (10) days of Landlord's request for same shall be an act of default
hereunder. In the event this Security Deposit shall not be utilized for any
purposes herein permitted and provided Tenant is not in default at the
expiration of the Lease Tenn or any Option Term as applicable, then each
Security Deposit shall be returned by Landlord to Tenant within thirty (30) days
after the expiration of the Lease Term or Option Term, as applicable. Landlord
shall pay Tenant interest on said Security Deposit.
Upon execution of the lease, the payment of the security deposit and
proof of liability insurance in the amount of $3,000,000.00, naming the Landlord
as an additional insured, the Tenant shall have a right of entry onto the Leased
Premises as of October 13, 1998.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals, or caused these presents to be signed by their proper corporate
officers and their proper corporate seal to be hereto affixed, on the day and
year directly adjacent to their respective signatures.
- 55 -
STATE OF NEW JERSEY:
SS"
COUNTY OF_______________
BE IT REMEMBERED, That on this day of 1998, before me, the subscriber,
personally appeared who, I am satisfied, is the person who signed the within
Instrument, and (s)he acknowledged that (s)he signed, caused (if applicable) to
be sealed with the corporate seal and delivered the same as such officer or
partner aforesaid, and that the within Instrument is the voluntary act and deed
of such corporation or partnership, made by virtue of authority of the corporate
Board of Directors or such partnership.
STATE OF NEW JERSEY:
SS.
COUNTY OF _______________
BE IT REMEMBERED, That on this 1998, before me the subscriber. personally
appeared Financial Corporation, who I am satisfied, is the person who signed
thhe acknowledged that (s)he signed. caused and delivered the same as such
officer aforesaid and that the within Instrument is the voluntary act and deed
of such corporation, made by virtue of authority of its Board of Directors..
ADDENDUM
--------
The Lease Agreement by and between LAWRENCEVILLE ASSOCIATES and VILLAGE
FINANCIAL CORPORATION dated October 22, 1998 regarding the property located at
000 Xxxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxxxxxx, Xxx Xxxxxx (the "Lease") is hereby
amended as follows:
a. The first page of the Lease is revised to include the property
address, 000 Xxxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxxxxxx, Xxx Xxxxxx.
b. Section 1 of the Lease is revised to remove the reference to the
buildings "...to be constructed by the Landlord..." inasmuch as
Village Bank will operate from Building 1, a fully constructed
building previously operated as a branch bank.
c. Section 4 of the Lease is revised to indicate the amount of the
rent during the preliminary term, deleting any reference to the
previous Summit Lease. The first sentence of Section 4 will now state:
"Village Financial Corporation/Village Bank will pre-pay its base rent
from November 1, 1998 through December 31, 1999 in the amount of
$69,867.25 and will pay $5,064.27 per month thereafter through May 31,
2000." The remaining terms of the rent from June 1, 2000 forward
remain in full force and effect.
d. The references to "intentionally omitted" exhibits within the lease
are removed. The exhibits are re-lettered such that the floor plan is
at Exhibit A, the designated parking spaces is at Exhibit B, the BOMA
Standards is at Exhibit C, the Subordination, Recognition and
Non-Disturbance Agreement is at Exhibit D and the Financial
Institution definition is at Exhibit E.
Dated:
----------------
LAWRENCEVILLE ASSOCIATES VILLAGE FINANCIAL CORPORATION
BY: BY:
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