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10(l) Company Sublease, dated October 27, 1997, by and between Skylands
Community Bank and Ronetco Supermarkets, Inc.
Bank Sublease, dated October 27, 1997, by and between Skylands
Community Bank and Ronetco Supermarkets, Inc.
BANK SUBLEASE
THIS SUBLEASE is made this 27th day of October 1997 by between Skylands.
Community Bank. a New Jersey corporation ("Subleasee"), having an address at
X.X. Xxx 000, Xxxxxxxxxxxx. XX 00000, and Ronetco Supermarkets, Inc., a New
Jersey corporation ("Supermarket") or Sublessor, having an address at 0000 Xxxxx
00, Xxxxxxxxx, XX 00000.
INTRODUCTION:
THAT, in consideration of the mutual promises and subject to the terms and
conditions set forth herein, Supermarket hereby grants to Subleasee the right to
install, maintain and operate a Financial Service Facility, as defined below, in
the supermarket store identified below in accordance with the provisions
hereinafter set forth.
I. DEFINITIONS.
For the purposes of this Agreement, the following terms shall have the
following meanings:
(a) "Automated Teller Machine" or "ATM" shall mean an electronic terminal
that performs certain banking functions, including dispensing cash, coupons and
traveler's checks, accepting deposits and loan payments, making transfers
between accounts and giving account balances. These terms however shall not
include point-of-sale systems or other direct debit systems installed by
Supermarket at its check-out lanes.
(b) "Financial Service Facility" or "FSF' shall mean a banking facility
staffed with one (1) or more bank employees whose functions include, without
limitation, opening new deposit accounts, accepting loan applications and
performing customary teller transactions, such as cashing checks and taking
deposits. An FSF may be equipped with an ATM, safe deposit boxes and a night
depository. An FSF may also offer such other products and services as may be
permitted by applicable law and regulation, including, without limitation,
insurance, non-deposit investment products and travel agency services.
(c) -Premises" shall mean the area within the Store to be occupied by the
FSF.
(d) "Sublease" or "Agreement" shall mean this Agreement.
2. AGREEMENT.
During the term of this Agreement, Subleasee shall have the exclusive right to
install and commence operating an FSF in Supermarket's Store located at Byram
New Jersey (the "Store"). Subleasee agrees to be fully bound to all the terms,
provisions, conditions, undertakings and obligations herein contained.
Supermarket agrees to perform its obligations hereunder for the benefit of the
Subleasee
(a) as long as Subleasee is not in default of any of the terms and conditions of
this Agreement including, without limitation Subleasee's responsibility to
render payment with respect to this Sublease and (b) in the event Subleasee is
in default of this Agreement. Supermarket shall continue to perform during the
cure period provided to Subleasee as set forth in paragraph 15(a) hereof. If
Subleasee ceases to operate the FSF for any xxxxx that constitutes a breach
hereunder. Subleasee shall continue to pay rent and shall be required to find an
alternative financial institution to take an assignment of the Subleasee's
obligation hereunder (the -Substitute Subleasee"). within one hundred eighty
(180) days of the cessation of operations, or Supermarket shall have the right
but not the obligation to terminate this Agreement upon three (3) days written
notice, but Subleasee shall pay at the time of termination, as liquidated
damages a sum equal to fifty (50.0%) percent of the remaining annual rent
payable for the then-current term. The parties acknowledge and agree that this
amount represents a fair and reasonable estimate of potential damages, which
damages would be difficult, if not impossible, to determine at the time of the
breach; further Subleasee represents to Supermarket that they do not believe
this payment to be a penalty, or punitive in any way.
If the Supermarket has future in-store bank location, Supermarket shall provide
a notice to Sublessee. Sublessee shall thereafter have the right to make an
offer to Lease said in-store bank location. However, this
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notice shall not constitute an offer, option or any other right to the
Sublessee. This right shall remain in effect so long as Skylands Community Bank,
and only Skylands, remains the Sublessee, and maintains an FSF in the Byram
Supermarket location.
3. TERM.
This Agreement shall commence on the date hereof and shall terminate five
(5) years from the date the FSF opens for business, unless earlier terminated or
extended as otherwise provided herein. (See Certificate of Commencement)
4. LOCATION & SUBLEASE PREMISES.
The Subleasee granted under this Agreement shall apply to the Premises in
the ShopRite of Byram having the following street address: Xxxxx 000 &
Xxxxxxxxxx Xxxxx, Xxxxxxxx, XX. 00000.
5. PAYMENTS.
a) Subleasee shall make a one-time payment of $5,000 upon lease signing.
b) Subleasee shall pay to Supermarket the Annual Rent set forth on
Schedule A, which is attached hereto and incorporated herein by reference,
provided Subleasee has all government approvals as required by Article 10
hereof. Payment shall commence as of the date 90 days after the FSF first opens
for business the "Opening Date" or 120 days after the premises is substantially
completed, whichever is sooner. in the event the opening date is other than the
first day of each calendar month (such payment shall be pro-rated on a daily
basis for any partial months). Should Sublessee be proceeding with best efforts
to obtain the aforesaid governmental approvals, with due diligence, and in a
timely fashion, but said Sublessee has not obtained same, Sublessee shall be
provided one thirty day extension to commence payment of rent. Sublessee shall
provide all documentation to demonstrate Sublessee's best efforts.
NOTWITHSTANDING THE TERM OF SECTION 2 HEREOF, SUBLEASEE SHALL REMAIN LIABLE FOR
SUBSMUTE SUBLEASEE FAILURE To PAY THE REWRED RENT SUBJECT, HOWEVER, TO
SUPERMARKET'S ELECTION TO ALLOW PAYMENT BY SUBLEASEE OF THE LIQUIDATED DAMAGES.
6. FSF DESIGN AND COST.
(a) The design of the FSF to be installed by Subleasee shall be subject to
Supermarket's reasonable prior written approval. Supermarket agrees to provide
434 square feet within the Store for the exclusive use of the FSF as depicted on
Exhibit A annexed hereto.
(b) Subleasee shall be responsible to Supermarket for any, and all
construction work and same shall be completed promptly, with due diligence, in a
good and workmanlike and non-negligent manner within 30 days of the issuance of
a building permit and Subleasee shall permit no liens to attach to the Premises,
except to the extent caused or related to Supermarket's negligent or willful
conduct of its agents, employees or contractors. In addition to Subleasee's
duties and obligations as set forth herein. Subleasee shall expressly indemnify
and hold Supermarket harmless from and against any cost, expense or liability,
including reasonable attorney's fees in any way caused by or related to
Subleasee's acts or omissions relative to their duties and obligations under
this Sublease. Subleasee further takes full responsibility for any contractors
or subcontractors hired to do said work including, without limitation, said
contractors' or subcontractors' obligations to maintain appropriate insurance
and make decisions with respect to the construction work being performed. The
cost of installing the FSF shall be home entirely by Subleasee. Supermarket
shall be responsible for costs and expenses associated with the timely removal
of all personal property of the Supermarket (including check-out lanes) which is
located in the space designated for the FSF as depicted on Exhibit A annexed
hereto. Subleasee shall also be responsible for any, and all, reasonable costs
and expenses associated with resetting or rearranging of the store, related to
the initial installation, and those directly related to construction of the FSF.
(c) Subleasee's shall use the Premises solely for an FSF permitted hereby,
which use shall not be considered a violation or default of the lease between
the Supermarket and its Landlord ("Prime Lease.") Subleasee shall be solely
responsible for obtaining all governmental approval for use of Premises.
Nothing, in the Agreement contained, shall be deemed, construed or interpreted
as approval or acquiescence, by Supermarket, of any other use by Subleasee or a
Substitute Subleasee. Subleasee shall be solely responsible for all approvals of
use from any Governmental or regulatory entities with jurisdiction except those
required from Supermarket's Landlord ("the Prime Landlord.")
7. USE AND OCCUPANCY.
(a) Subleasee shall have the exclusive fight to operate an FSF and ATM
within the Store. Supermarket shall not conduct nor allow any other entity to
conduct or offer competing banking services at the Store with the
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exception of making change, cashing checks, verifying checks selling money
orders, and conducting point-of-sale transactions including transactions by
credit card, debit card or ATM card. Supermarket is expressly given the right to
institute and market their own credit card(s) whether bank sponsored or
internally issued by Supermarket or an affiliated company. Supermarket shall not
allow a financial institution other than Subleasee to advertise in the Store,
unless ad promotion is instituted by Wakefern Food Corporation or associated
with, a particular brand name, product or product-line and is being promoted in
a manner not limited to either Supermarket or the store.
(b) Supermarket & Subleasee shall conduct its business at the Store in a
clean and lawful manner. Each party agrees that they shall not intentionally
block or restrict the aisles or passageways of the other party. nor shall either
party intentionally interfere with the other party's business. If either party
negligently causes blockage or restriction. the negligent party shall clean-up
or remove said blockage or restriction as soon as possible.
(a) Subleasee's employees and agents, and employees of companies which service
the FSF who am not Subleasee employees or agents, shall be granted access
to the Store for the purpose of servicing, maintaining and otherwise
performing services in connection with the FSF. Supermarket agrees to
cooperate with Subleasee in providing access to the Premises during
periods of time the Store may not be open for business in the case of an
emergency, and any cost or expense of Supermarket associated therewith
shall be reimbursed by Subleasee, including without limitation. security
services. Subleasee agrees to operate the FSF (i.e., open to the public)
and to perform all routine (i.e. non-emergency) service and maintenance
operations during Supermarket store hours.
(d) The FSF shall be continuously open for business for a minimum
fifty-eight (58) hours a week allocated over seven (7) days; provided, however,
that such minimum hours of operation shall be shortened for any week during
which a bank holiday occurs. The hours and days of operation shall be
re-evaluated by the parties ninety (90) days after final execution hereof, and
shall be subject to reasonable modification based upon "traffic flows- and
business conditions related to the FSF only upon mutual written agreement of
both parties hereto. Any time thereafter, upon thirty (30) days' written notice
of either party, they shall again perform said analysis and agreement; provided,
however, that same shall not occur more than four (4) times in a twelve (12)
month period.
8. SUBLEASEE'S EMPLOYEES
(a) All persons employed by Subleasee in or about, or in connection with,
the operation of the FSF for all purposes shall be Subleasee's employees.
Subleasee agrees to adequately staff and operate the FSF during the hours
established under Article 7(d).
(b) Subleasee shall, at its own cost and expense, maintain Worker's
Compensation coverage, Unemployment compensation coverage and any other
insurance which may be required by law with respect to its employees.
(c) Employees of Subleasee, while working at the FSF, shall be entitled to
use the toilet facilities and break-room in the Store provided by Supermarket
for the convenience of Supermarket employees.
(d) Employees of sublease, while working at the FSF, shall be required to
park their automobiles in spaces designated by Supermarket for parking by
Supermarket employees.
(e) Employees of Subleasee, while working at the FSF, shall be required to
adhere to the same rules and regulations of the Supermarket employees, as said
rules and regulations may be amended from time to time, including all rules and
regulations regarding smoking in and around the Premises and the Store. Copy of
said rules and regulations are attached as Exhibit B.
9. IMPROVEMENTS, ADDITIONS AND SIGNS.
(a) Subleasee, at its sole cost and expense, shall furnish all fixtures,
equipment and furnishings which it deems necessary or desirable for FSF
operations and shall pay any and all costs of modification of the Store for the
installation of its fixtures, equipment and furnishings. Subleasees shall not
make any modification or attach any substantial fixtures or equipment without
Supermarket's prior written approval, to be obtained as hereinafter set forth.
Subleasee shall, within sixty (60) days hereof, submit to Supermarket plans for
all improvements proposed, including without limitation, construction materials,
colors, fixtures, lighting, signing and graphics all of which am to be designed
in such a manner as to be harmonious with the style and decor of the store as
currently existing. Supermarket agrees to review said plans, in its reasonable
discretion, within thirty (30) days after receipt and to notify Subleasee of its
written approval, disapproval or approval with conditions of such plans. In the
event Supermarket fails to so notify Subleasee in writing within the thirty (30)
day period, such plans shall be construed as being approved as submitted.
Supermarket shall also be entitled to review and approve the final plans subject
to their satisfaction that the improvements to be made to the Premises shall be
in conformity with, and of a quality of workmanship equal to, or better than,.
that which exists in the rest of the Shopping Center in which the Premises are
located. Prior to Subleasee beginning any construction work on the Premises,
Subleasee shall submit final plans to Supermarket for the sole
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purpose of verifying that the final plans are identical to the plans previously
approved by Supermarket (final plans for the purpose hereof shall be defined as
those which have been approved by the Township and upon which any building
permits am to be issued); Supermarket shall have ten (10) days to verify same.
Failure to note objections in writing within said period shall be deemed
approval. Should Supermarket object to said plans by service of said notice
Subleasee shall not be permitted to begin construction until Supermarket is
satisfied that the
(b) Subleasee shall be solely responsible for any, and all construction
work, and same shall be completed in accordance with the approved final plans
and shall be completed in the manner described in Paragraph 6 above, within 30
days of issuance of a building permit. which shall be promptly obtained after
Supermarket approves licensed plan. No liens resulting therefrom shall attach to
the Premises. In addition to Subleasee's duties and obligations as set forth
herein. Subleasee shall expressly indemnify and hold Supermarket harmless from
and against any costs, expense or liability, including reasonable attorney's
fees in any way caused or related to Subleasce's licensing of Premises as
permitted hereby and the construction work necessitated hereby. Subleasee
further takes full responsibility for any contractors or subcontractors hired to
do said work including, without imitation. said contractors' or subcontractors'
obligations to maintain appropriate insurance and make decisions with respect to
the construction work being performed. Supermarket shall in no way be held
responsible for payment of any architectural or engineering costs associated
with the improvements to be made to the Premises as permitted hereby. Subleasee
shall be required to pay any, and all, costs and expenses of construction of the
improvements to the Premises. Imposition of any mechanic's or materialmen's lien
or other encumbrances pursuant to NJ.S.A. 44A-1 on the Premises shall be
considered a default under this Agreement.
(c) Supermarket shall permit Subleasee to place signs identifying its
operation inside the Store at locations to be agreed upon by the parties and
which, in any event, shall be, and remain, in compliance with local laws.
Subleasee will submit to Supermarket for its approval a signage package
detailing the appearance and size of all signs to be installed. Exterior signs
of such dimensions as Supermarket and Subleasee may agree upon will be permitted
only upon the consent of Supermarket, Supermarket's Landlord, if any, and
compliance with all local ordinances and regulations. It shall be Subleasee's
sole responsibility to obtain all required governmental approvals, however,
Supermarket agrees to cooperate with Subleasee in obtaining all necessary
approvals from third parties with respect to such signs. Supermarket's approval
under this paragraph shall not be unreasonably withheld or delayed, provided the
design of all signs is harmonious with the decor of the store.
(d) Provided Supermarket's equipment lender and lender for personal
property permits, Supermarket subordinates its rights to a lien upon any
fixtures, machinery or equipment installed or to be installed on the Premises by
or through Subleasee for the satisfaction of any cause of action which may
accrue to Supermarket under the provisions of this Agreement. Supermarket
further agrees to execute any documents reasonable necessary to evidence said
subordination as may reasonable be required from time to time by third xxx-ties
from which Subleasee leases such fixtures, machinery or equipment.
10. APPROVALS.
(a) Subleasee shall have sole, and complete, responsibility for obtaining
all governmental, administrative or regulatory permits except as provided in
9(c) below, and for paying all municipal, sate and county fees, expenses and
costs.
(b) Supermarket agrees to cooperate with and assist Subleasee in obtaining
any necessary approvals and permits in connection with the construction,
installation and operation of the FSF.
(c) Notwithstanding the above, this Agreement is conditioned upon receipt,
by the Subleasee, of any appropriate banking or financial regulatory approval
necessary to operate the FSF, within 30 days of the execution of this Sublease.
11. MAINTENANCE AND REPAIR-
(a) Subleasee shall, at its sole cost and expense, do, or provide, the
following:
(i) Keep and maintain the FSF in good order and repair, including
all equipment installed therin and all electrical or other transmission
lines installed by Subleasee for computer data processing and
transmission,
(ii) All necessary janitorial services for the FSF,
(iii) Subleasee shall be solely responsible for the cost,
installation. and maintenance of any additional beating and air
conditioning equipment that may be required by Subleasee.
(b) Supermarket shall, at its sole cost and expense, provide ONLY the
following maintenance and services:
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(i) Supermarket shall furnish all utilities for the Store, and shall
make all utilities available to the FSF. Supermarket shall in no way be
responsible for payment of any fees. costs or expenses associated with
installation or usage of any, and all. utilities. If utility service to the
Store is interrupted, due to Supermarket's negligence, for a period in excess of
24 hours, the Annual Rent payable hereunder shall be abated until utility
service is restores; provided, however, Supermarket shall not be liable ' to
Subleasee for any damages, expenses, or claims incurred Subleasee arising from
an interruption of utility service.
(ii) Supermarket shall keep and maintain the Store and all
mechanical systems in good order and repair. Supermarket shall not be
responsible, in any manner whatsoever, for any additional heating and cooling
equipment that may be required and installed by Subleasee including the cost of
utilities related to same;
(iii) Supermarket shall not intentionally or negligently hinder the
operation of Subleasee's business within the Premises nor shall Supermarket use
ad, flyers or signs to intentionally prohibit or hinder viewing through or into
the Premises; and
(iv) Supermarket shall not intentionally inhibit the ingress to and
egress from the Premises and shall use best efforts to keep access to and from
the teller counters in the FSF, free and clear of obstructions, and to remove
any unintentional obstructions as soon as is practicable.
12. ADVERTISING, PROMOTION AND RELATED ACTIVITIES
(a). Supermarket and Subleasee may advertise the existence and location of
the FSF in such media and in such manner, as each deems appropriate.
(b) Subleasee may promote its products and services outside the FSF within
the Store itself. Should the FSF exceed two (2) persons during normal hours, and
three (3) persons during peak hours (defined herein as Saturday and Sunday),
promoting their products and services in one-on-one discussions with
Supermarket's patrons outside the FSF in the Store itself, they shall be
required to obtain Supermarket's written approval, which shall not be
unreasonably withheld; such products and services shall be limited to those
offered at the FSF and shall not compete with the grocery products or services
offered by Supermarket.
(c) Subleasee shall have access to the intercommunications system
("intercom") within the Store to promote the products and services offered at
the FSF. Subleasee's use thereof shall be restricted to the times and length of
message solely determined in the discretion of Supermarket.
(d) All promotions conducted by Subleasee in the Store shall be conducted
in a professional manner by trained employees working at the FSF.
13. INSURANCE,
(a) Subleasee shall carry its own personal property insurance to
protect its assets. Subleasee shall also keep in force dud" the term of
this Agreement general liability insurance and/or umbrella liability
insurance policy with respect to its FSF operations naming Supermarket as
an additional insured under such policy. The liability limits of such
policy shall not be less than Five Million Dollars ($5,000,000.00) per
occurrence for bodily injury and replacement value for property damage.
Further, during the term of this Agreement and any renewals hereof,
Subleasee shall maintain, or cause to be maintained property insurance and
workers' compensation insurance on the FSF and its employees. Subleasee
may not substitute a program of self-insurance without the "press written
consent of Supermarket, to be exercised in Supermarket's sole discretion;
said insurance to b~ maintained in commercially reasonable amounts. Prior
to its occupancy, Subleasee shall furnish Supermarket with a certificate
of insurance indicating the types and levels of all required insurance
coverage. All said insurance shall not be cancelable except upon thirty
(30) days written notice to Supermarket. In the event Subleasee desires to
self-insure, or place its insurance with a related or affiliated entity,
then it shall further be required to obtain the written Guarantee of
[Parent Corporation or Principal Shareholder of Subleasee] to their
obligation set forth in this Article 13.
(b) During the term of this Agreement and any renewals hereof,
Supermarket shall maintain, or cause to be maintained, general liability,
casualty and workers' compensation insurance on the Store, but may
substitute therefor a program of self-insurance adequate to enable
Supermarket to comply with its responsibilities under this Agreement.
(b) Subleasee agrees to hold Supermarket harmless from any and all
claims for injury, death, damages or expenses (including reasonable
attorneys' fees) resulting from the use and occupancy of the Premises and
the activities or business of Subleasee; any Subleasee employees, agents,
invitees, business invitees, customers, while within the Premises, or any
contractor of Subleasee at the Store. In the event any legal proceeding is
brought against Supermarket due to same Subleasee agrees to indemnify and
save Supermarket harmless from and against, any and all liability, cost or
expense, including but not limited to (reasonable attorneys' fees)
resulting from the activities or business of Supermarket or any
Supermarket employee at the * Store. In the event any legal proceeding is
brought against Subleasee due to any such activities, Supermarket agrees
to defend the interests of Subleasee at no cost to Subleasee.
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(d) Should Subleasee, for any length of time, fail to maintain the
required insurance, this Agreement shall immediately terminate without the
requirement of written notice by Supermarket.
14. TAXES.
Subleasee shall pay all taxes, other than real estate taxes,
assessed by any taxing authority because of its operations at the FSF and
shall pay all personal property taxes assessed on its fixtures, equipment
and machinery located in the Store. In the event any unapportioned tax
assessed against Supermarket includes Subleasee property, other than real
estate taxes, Subleasee shall pay such portion of the tax as the value of
such Subleasee property that was included in Supermarket's assessment at
the time of the assessment bears to the total value of the property
assessed in the Store.
*Any supermarket employees agents, invitees, business
invitees, customers, or any contractor of Supermarket at the Store.
15. TERMINATION BY SUPERMARKET,
(a) if Subleasee shall fail to make the payments required hereunder when
the same are due, and the same shall not be paid within ten (10) days after
written notice to Subleasee or if Subleasee breaches any other covenant or
defaults in any other obligation or undertaking of this Agreement or if any
representation or statement of Subleasee set forth herein proves to be untrue
and Subleasee fails to remedy same within thirty (30) days after written notice
of such breach, provided same is capable of cure within said period (if
incapable of cure within said period Subleasee must begin cure immediately and
diligently pursue same), Supermarket may, at its option, declare this Agreement
terminated without prejudice to any additional remedy which may be available to
Supermarket.
(b) Anything in Us Agreement to the contrary notwithstanding, in the event
that Subleasee shall become insolvent, bankrupt or make any assignment for the
benefit of creditors, or if it or its interest hereunder shall be levied upon or
sold under execution or other legal process, or in the event Subleasee is closed
or taken over by the banking authority of the State of New Jersey, or other bank
supervisory authority, Supermarket may terminate this Agreement only with the
concurrence of such banking authority, except in the event of a default not
related to or caused by said takeover, and any such authority shall in any event
have the election either to continue or terminate this Agreement; Provided, that
in the event this Agreement is terminated, the maximum claim of Supermarket for
damages or indemnity for mandatory damages resulting from the rejection or
abandonment of the unexpired term of this Agreement shall in no event be in an
amount exceeding the annual rent reserved by this Agreement, without
acceleration of all rent for the term, for the year next-succeeding the date of
the surrender of the Premises to Supermarket, plus an amount equal to the unpaid
rent accrued plus interest at one (1.0%) percent monthly on the then-outstanding
balance.
16. TERMINATION BY SUBLEASEE.
(a) If Supermarket breaches any covenant in this Agreement and fails to
remedy same within thirty (30) days after written notice of such breach,
Subleasee may, at its option, declare this Agreement terminated without
prejudice to any additional remedy which may be available to Subleasee.
(b) If Subleasee ceases to operate the FSF:
1. Due to a merger or consolidation with another financial
institution, prior to expiration of the then current term of
this Agreement, Subleasee shall have the option of terminating
this Agreement upon ninety (90) days written notice to
Supermarket. Subleasee during said period, shall be required
to use its best efforts to locate a Substitute Subleasee,
acceptable to Supermarket (in writing), to operate the FSF.
2. For any other xxxxx, if Subleasee shall terminate then the
terms of Section 2 of this Agreement shall govern.
17. POSSESSION OF UPON TERMNATION.
Within forty-five (45) days after the effective date of any termination of
this Agreement, licenses shall surrender peaceful possession of the Premises and
shall, at its expense, remove all furnishings, machinery and equipment placed on
the premises by or through Subleasee and restore the Premises to as good a
condition as it received same, loss or damage by fire and ordinary wear and tear
from reasonable use excepted.
18. DAMAGES TO PREMISES
If by fire or other casualty, the Premises or the Store am destroyed or
damaged to the extent that Subleasee is deprived Of Occupancy Or use Of the XXX,
and if such damage or destruction can be repaired within one hundred
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twenty (120) days from the date of such damage or destruction, Supermarket shall
proceed, if allowed by its existing Prime Lease, with due diligence to restore
the Premises and the Store to substantially the same condition as existed before
such damage or destruction. The rent and other charges payable by Subleasee
hereunder with regard to the Premises shall be abated to the extent that
Subleasee is unable to occupy and use the Premises. In the event such damage or
destruction cannot be repaired within one hundred twenty (120) days, Subleasee
may, at it option, terminate this Agreement by giving ten (10) days' written
notice to Supermarket. The determination of the amount of time necessary to
effect repairs shall be in accordance with the procedure established in the
Prime Lease. Subleasee agrees to assign all rights to insurance proceeds
relative to damage to the Store or the Premises to Supermarket should the
election to restore the Premises be made as herein above described. Supermarket
is not obligated to restore the premises if the insurance proceeds do not cover
100% of the restoration cost. Anything in Paragraph 18 and 19 to the contrary
notwithstanding, in the event of any inconsistency between the Sublease and the
Prim Lease, the Prime Lease shall control.
19. CONDEMNATION.
Subject to terms and conditions of the Prime Lease, if the Store or the
Premises, or a portion of either, are taken or condemned by any competent
authority so as to prevent Subleasee from conducting its operations in
substantially the same manner as theretofore conducted, or if the Supermarket is
entitled to terminate Supermarket's operation pursuant to the terms of the Prime
Lease, this Agreement will terminate. Supermarket and Subleasee shall each be
entitled to make separate claims based upon existing common-law rights in the
event of any condemnation or eminent domain proceeding, and they shall not
interfere with each others pursuit of said claims, but shall cooperate with each
other in pursuit thereof
20. PEACEFUL POSSESSION.
Supermarket warrants that for so long as Subleasee performs its
obligations under this Agreement Subleasee shall have peaceful and uninterrupted
possession of the Premises during the term of this Agreement.
21. RENEWALS.
This Agreement may be renewed by Subleasee for two (2) additional terms of
five (5) years each in accordance with the following:
(a) Subleasee shall notify Supermarket in writing of its election to renew
at least one hundred eighty (180) days prior to the expiration of the then
current term.
(b) Each renewal will be on the same terms and conditions as set forth
herein, with the exception of the increases in rent as set forth in Exhibit A.
(c) Them shall then be no existing default or event of default, beyond
applicable cum period(s) on the part of Subleasee of which it either has actual
knowledge or for which it has received notice from Supermarket under this
Agreement.
22. ASSIGNMENT.
(a) Subleasee shall have the right to assign its rights and obligations
hereunder to any financial institution which is a wholly-owned subsidiary
of or an affiliate owned or controlled by Skylands Community Bank, the
parent corporation of Subleasee, which subsidiary or affiliate is in
substantially the same business as Subleasee.
(b) A successor in interest by merger, operation of law, assignment or
purchase, or otherwise, of the entire business of either party shall acquire all
interest of such party hereunder.
(c) All other assignments, or other transfer(s) of interest, shall be
subject to Supermarket's approval, which shall not be unreasonably withheld. any
attempted assignment or other transfer of interest not in conformity herewith
shall automatically void said assignment and, at Supermarket's discretion this
Agreement.
(d) Subleasee shall remain liable for all obligations of its Sublease
under this Agreement.
23. REMODELJNG OR VACATION OF STORES.
(a) Subject to Regulatory Approval for the FSF, in the event Supermarket
finds it desirable to remodel or enlarge the Store, the FSF may be moved from
the Premises to a like location of similar dimensions or configuration within
the Store mutually satisfactory to Subleasee and Supermarket. If remodeling
occurs during the fast five (5) years of this Agreement, or within five (5)
years of the next-preceding relocation, Supermarket shall pay all costs
associated with the relocation of the FSF. Supermarket shall use its best
efforts to avoid relocating the FSF from its initially approved Premises. The
various options shall be reviewed by Subleasee or Supermarket prior to such a
relocation being undertaken.
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(b) In the event Supermarket decides to cease operating and vacate the
Store, except as provided in paragraph (c) below, Supermarket will give
Subleasee notice of such decision at least thirty (30) days prior to the day the
Store will cease operating. If the Store is to be relocated in another building,
Subleasee shall have the option of terminating this Agreement or relocating its
FSF in the new store under the same terms and conditions at the time of such
relocation. If relocation occurs during the first five (5) years of this
Agreement, Supermarket shall pay all costs associated with relocating the FSF in
the new building. If the Store is not relocated, this Agreement will terminate
as of the day the Store ceases operating. If the Store is not relocated and
termination occurs during the first five (5) years of this Agreement,
Supermarket shall reimburse Subleasee a portion of its initial capital
expenditures in accordance with the schedule set forth in paragraph (d)(H)
below.
(c) in the event Supermarket sells, leases, subleases, assigns or
otherwise transfers its interest in the Store to an entity (-transferee") other
than Supermarket or other than a subsidiary or partnership of which Supermarket
is a majority owner, neither party shall have the option of terminating this
Agreement. Included herein shall be a sale, transfer or assignment to any
subsidiary, affiliate or related company of Supermarket or of Supermarket's
parent corporation: Wakefern Food Corp., engaged in the retail supermarket
business.
(d) (i) Upon notice by Supermarket of termination pursuant to the
foregoing paragraph (c). Subleasee shall vacate the Premises in accordance with
Section 16 of this Agreement unless a longer period is required by federal or
state law.
(ii) Upon Sublessee's vacation of the Premises, Supermarket shall
pay to Subleasee a portion of the capital expenditures made in connection
with Subleasee's installation of the FSF on the Premises as follows:
If Termination Occurs During Supermarket Pays
(Year of License Term)
Year 1 100%
Year 2 80%
Year 3 60%
Year 4 40%
Year 5 20%
Year 6 and thereafter 0%
(iii) Supermarket shall have no obligation to make payments under
the foregoing paragraph (d)(ii) if (A) the FSF has ceased operations for more
than thirty (30) days prior to receipt of the notice referred to above, or (B)
construction of the FSF is complete but Subleasee has elected not to open the
FSF for business.
(iv) Both Supermarket and Subleasee agree that the provisions of
this Section 22(d) represent liquidated damages and do not constitute a penalty
and that damages are difficult, if not impossible, to measure.
24. SECURITY.
(a) It shall be Subleasee's obligation to provide security for the FSF.
Subleasee shall have the right to have a security guard who is an employee or
agent of Subleasee in the Premises at all times and to install any electronic
surveillance equipment in the Premises it deems necessary.
(b) Subleasee hereby releases Supermarket from any claims, loss or damage
that Subleasee might sustain by virtue of a robbery or attempted robbery of
theft or attempted theft from the FSF. Supermarket hereby releases Subleasee
and-Sub license from any claims, loss or damage that Supermarket might sustain
by xxxxx of a robbery or attempted robbery of or theft or attempted theft from
the Store.
25. CONFIDENTIALIM
(a) Each party acknowledges that in connection with this Agreement or in
the performance hereof, it has or will come into possession or knowledge of
material and information which is proprietary to the other party. Each part,
therefore, agrees to hold such material and information in strictest confidence,
not to make use thereof except in the performance of this Agreement, and not to
release or disclose it to any other party with the exception of parent
companies, subsidiaries, affiliates or regulators of the parties. The terms
hereof shall be deemed and construed as falling within the contemplation of the
terms of this section.
(b) In the event of a breach or threatened breach by Subleasee of the
provisions of this Section 25, Supermarket shall be entitled to an injunction
restraining Subleasee from disclosing information. Nothing
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herein contained shall be construed as prohibiting Supermarket from pursuing any
other remedies in law, at equity or otherwise available to the Supermarket for
such breach or threatened breach, including without limitation, the recovery of
damages, reasonable attorneys' fees and costs of suit from Subleasee.
26. CONSENT OF SUPERMARKET'S LANDLORD.
This Agreement shall not be effective unless, and until, the Prime
Landlord approves the form and contents hereof by execution of the consent set
forth following the execution section hereof, which is to obtained by
Supermarket within thirty (30) days of the date of full execution hereof. In the
event of any inconsistency between the Sublease and the Prime Lease, the Prime
Lease shall control. The Prime Lease is attached hereto as Exhibit C.
27. ENTIRE AGREEMENT
The parties agree that this Agreement and any exhibits attached hereto set
forth all the promises, agreements and understandings between them with respect
to Subleasee's right and license to install, operate and maintain an FSF at the
Store. It is further agreed that any amendment or modification to this Agreement
shall not be binding unless such amendment or modification is reduced to writing
and signed by both Parties.
28. CAPTIONS.
The captions of the several sections of this Agreement are not pail of the
context hereof and shall be ignored in construing this Agreement. They are
intended only as aids in locating various provisions hereof.
29. SEVERABILITY.
Each provision contained in the Agreement shall be independent and
severable from all other provisions contained herein, and the invalidity of any
such provision shall in no way affect the enforceability of die other
provisions.
30. SECURITY DEPOSIT:
Subleasee has agreed to deposit with Supermarket as a security for
Subleasee's performance of the terms and provisions hereto a sum which shall at
all times be equivalent to two (2) times the monthly installment of Annual Rent
required to be paid hereunder, which sum shall be due and payable at the time of
the execution of the Sublease. In the event that the Subleasee shall default in
any of the terms, covenants and conditions of this Sublease, Supermarket may
apply or retain all or any portion of the security deposit to cure the default
or to reimburse Supermarket for any cost which Supermarket may incur by reason
of such default. In the event of every such application or retention, the
Subleasee shall on demand pay to Supermarket the sums so applied or retained
which shall be added to the security deposit so that the same shall be restored
to its original amount. No interest shall be payable to Subleasee on account of
the security deposit, and Supermarket may commingle the security deposit with
other of its funds.
Within thirty (30) days following the end of the Term of this Sublease,
providing the Subleasee shall not be in default hereunder and provided further
that the security deposit had not otherwise been applied, the security deposit
shall be returned to the Subleasee. In the event of an assignment thereof or
other disposition of this Sublease, Supermarket may assign and turn over the
security deposit to Supermarket's grantee, lessee or assignee, and Subleasee
hereby releases and relieves Supermarket from any and all liability for the
return of said deposit and shall look solely to Supermarket's grantee, lessee or
assignee therefore.
In lieu of cash, Subleasee may deliver to Supermarket simultaneously with
the execution of this Sublease an irrevocable negotiable letter of credit issued
by and drawn on a bank or trust company reasonably acceptable to Supermarket, or
by the Subleasee itself in form and content reasonably acceptable to
Supermarket. for the account of Supermarket in the amount of the required
security deposit. Said letter of credit shall be for one (1) yea and shall be
renewed by Subleasee each year until the expiration of the Term of this Lease
and shall be delivered to Supermarket thirty (30) days before the expiration of
the current letter of credit. Failure to timely deliver such letter of credit
shall constitute it material breach of the Sublease and Supermarket shall be
entitled to present the existing letter of credit for payment.
31. GOVERNING LAW.
(a) This Agreement is deemed to have been executed in the State of New
Jersey, and it is agreed that any controversy or claim arising from or related
in any way to this Agreement shall be governed and controlled by the laws of the
State of New Jersey.
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(b) Supermarket acknowledges and agrees that each of the covenants and
obligations of Subleasee hereunder, including without limitation, the
establishment, maintenance, closure, relocation and hours of operation of the
FSF and any ATM, is at all times subject to the consent or approval of all state
and federal regulatory agencies now or hereafter empowered to regulate
Subleasee.
32. BINDING EFFECT-,
Ms Agreement shall be binding upon and shall inure to the benefit of
Supermarket and Subleasee and their respective legal representatives, successors
and permitted assigns.
33. N0TICES.
(a) All notices required or permitted hereunder shall be in writing and
signed by a duly authorized representative of the party making the same. All
notices shall be deemed effective when delivered personally or by Federal
Express Corporation or similar reputable overnight delivery service or two (2)
business days following deposit in the United States mail, registered or
certified, return receipt requested, postage or overnight delivery charge
prepaid, addressed as follows:
(i) If to Supermarket, then to:
Xxxxx X. Xxxxxx - Controller
Ronetco Supermarkets, Inc.
Xxxxxx Canal Plaza
0000 X.X. Xxx. 0
Xxxxxxxxxx. XX. 00000
Attention:
(H) If to Subleasee, then to:
Xxxxxxx Xxxxxx - President
Skylands Community Bank
X.X. Xxx 000
Xxxxxxxxxxxx, X.X. 00000
Attention:
34. FORCE MAJEURE
The performance of both parties shall be excused during the period and to
the extent that such performance is rendered impossible or impracticable due to
acts of God, strikes, lockouts or labor difficulty, unavailability of parts
through normal supply sources, failure of any utility to supply its services for
masons beyond a party's control, explosion, sabotage, accident, riot, civil
commotion. war, fire, flood, or other casualty, or any other cause beyond the
reasonable control of the party whose performance is to be excused.
IN WITNESS WHEREOF, the parties have caused duplicate counterparts of this
Agreement to be duly executed as of the date first set forth at the beginning of
this Agreement.
[SUBLEASEE]
By: Xxxxxxx Xxxxxx
Ronetco Supermarkets, Inc.
[SUPERMARKET]
XXXXX X. XXXXXX
CORPORATE AMMTRATOR & CONTROLLER
RONETCO SUPERMARKETS, INC.
0000 XX XXXXXXX 0x
XXXXXXXXX. XX 00000-0000
/s/ Xxxxx X. Xxxxxx
SCHEDULE A
TO
SUBLEASE
between
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SKYLANDSBANK
and
RONETCO SUPERMARKETS, INC.
for
BYRAM SHOPRITE
Route 206 and Lackawanna Drive
ANNUAL RENT:
A. Initial Term (Year 1) $52,056-25
(Years 2 - 5) $66,975
B. Renewal Terms:
i. years 6-10: $80,370
ii. years 11-15: $96,444
EXHIBIT B
to
SUBLEASE
between
RONETCO SUPERMARKM, INC.
and
SKYLANDS COMMUNITY BANK
for
XXXXX SHOPRITE
RONETCO SUPERMARKETS, INC.
Operators of ShopR1tc Supermarkets
Company Rules & Regulations
Form #A-PSOB
Dress Code
The company must maintain an excellent image with the public. You, as ShopRite's
representative, contribute by being neat, clean and well groomed at all times.
This applies to your physical being (beards, mustaches, hair, etc.) as well as
your attire. You must dress professionally.
The following applies:
1. Name tags. service pins. and any items such as buttons and ribbons
provided by the company in support of a promotional or advertising
campaign must be worn. Union identification badges or pins are
permissible. Personal decorations are not acceptable.
2. Company issued uniform and hats, when provided, must be worn. They must be
clean, neat, and properly fastened.
3. Any form of visible body piercing, other than earrings, is prohibited.
Earrings are restricted to a small display in each earlobe.
4. Slacks and jeans must be neat, clean, and without holes, patches or faded.
5. Skirts. skorts. and culottes cannot be more than three inches above the
knee.
6. Sweat pants, shorts, spandex pants, or any tight fitting pants are not
acceptable and cannot be worn. Stirrup pants are acceptable and can be
worn. Excessively loose fitting pants cannot be worn.
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7. Male associates are required to wear a collared dress shirt (preferably a
pastel color) and tie. Polo shirts or any pullover shirt are not
acceptable. Shirt is to be tucked inside of pants.
8. Female associates can wear the following- a collared shirt (preferably a
pastel color). blouse, polo shirt, pullover shin without a collar. turtle
neck. or sweat. A sweatshirt. or sleeveless shirt/top, is not an
acceptable shirt
9. Any associate. male or female, in a xxxx apron or Pharmacy technician
jacket is not allowed to wear a non-collared shirt that resembles or is a
tee shirt
10. Non collared shirts and shorts for night crew is acceptable.
11. Advertisements or written messages on front or back of any shirt are not
allowed unless it is company issued.
12. Custodians are required to wear company issued uniforms.
13. Hair must be neat and conservative. Long hair must be properly secured as
not to interfere with your job or servicing of the customer in accordance
with health and sanitation standards.
14. Associates assigned to the Meat, Appy. Fish, Fresh Bakery, and Produce
areas must wear a company issued hat of visor. Associates who have hair
longer than collar length are required to wear a hair net.
15. Beards and mustaches must be neatly trimmed. Male associates in the Meat,
Appy, Fish, Produce Prep Area, and Fresh Bakery Departments (day crew or
night crew) with a xxxxx must wear a xxxxx net.
16. Gloves are to be worn in food prep areas. Specific guidelines will be
addressed during your training.
17. Service Clerks are required to wear a reflector vest when outside the
store after dark.
18. Rain gear is provided to service clerks for pushing carts in inclement
weather. Hats and gloves are not provided, so dress appropriately.
19. Back supports belts are to be worn under your uniform except for
custodians, who can wear them on top of their shirt
20. Associates are to be in proper uniform and ready for work before the start
of their work shift.
21. Personal property is to be kept in designated areas.
22. Pocketbooks are to be stored in associates' lockers. They are not allowed
in your work area at any time.
23. For your protection, sandals and other types of soft or open toe shoes are
not to be worn.
Store Rules
24. Associates must be courteous toward every customer at all times. All
customer inquiries should be handled promptly in a helpful and
professional manor.
25. No incoming or outgoing personal phone calls are permitted. Messages may
be left, at the Courtesy Booth.
26. This is a smoke free building. Smoking is allowed outside in designated
areas only.
Page 2 of5
27. Main entrance is to be used when reporting to and leaving work. Receiving
door is to be used if reporting to work prior to store opening hours (except
Sunday).
28. Associates must wash hands after using rest room facilities.
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29. It is the responsibility of all associates to keep rest rooms and break
room clean.
30. In case of illness, notify your manager as soon as possible prior to the
start of your work shift so a replacement can be called if needed. Call at
least one hour prior to start of work shift. If illness is longer than one
day, maintain contact with department manager or store manager.
31. Tips and/or gratuities are not to be accepted by an associate.
32. Lockers are to be kept clean and free of perishable products. Lockers are
company property and subject to periodic inspections.
33. Parking of associates' cars is only permitted in assigned areas. Refer to
diagram on location of assigned areas.
34. Bringing in or drinking of alcoholic beverages is forbidden in or around
the store. Possession of any illegal drug on store property will mean
termination of employment. Any associate appearing to be under the
influence of alcohol or drugs will be suspended immediately.
35. Any gambling activity on store property is forbidden.
36. Associates art not permitted to solicit from customers or other associates
for their own financial gain or favorite charities (Avon, Tupperware,
Amway, fund raising, raffle tickets, etc.).
37. Socializing in work/sales area during working hours is not permitted. Off
duty associates are not (to socialize with working personnel or enter the
store for any purpose other than shopping.
38. Equipment belonging to the company cannot be removed from the premises.
39. Any act of theft by customer or store personnel should be reported to the
store manager immediately.
40. Federal and state law prohibits anyone under the age of 18 to operate a
meat slicer, baler, compactor, or electric xxxx. This includes placing
items into a baler or compactor. Violation of this rule is cause for
termination.
4 1. Defacing of company property in any manner will be grounds for
immediate termination.
42. Cashiers are responsible for all Monies in their cash till. The occurrence
of frequent money differences can result in suspension or termination.
(Cash control guidelines will be reviewed with you by store management)
Page 3 of 5
43. Associates are to clock out immediately upon completion of their work
shift. Associates are only allowed to clock their own time.
41. Associates are not to accept premiums or gifts from companies doing
business with the store without permission from the store anager.
45. Sample products damaged merchandise. and items that credit has been given
on are the property of the Store. * No associate shall remove, use, or
consume such news without permission from the store
Purchases
46. Associates must pay for all food and drinks before consuming.
47. Purchasing of Items for consumption during lunches and breaks is snowed
after associate has punched out on the time clock. All other purchases
must be made after completion of work shift.
48. Sales receipt for merchandise purchased for break or lunch is to have
associates name written on it and is to be attached to merchandise.
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49. Eating is only allowed in break room. Food is not to be stored or consumed
in work area.
50. No merchandise is to be selected in advance and held aside for a later
purchase.
51. Purchases made by associates during off time are to be supervised by
customer service manager or manager in charge. Associates are to identify
themselves to the cashier that they are an associate of Ronetco, including
associates from another store.
52. Associates may purchase damaged or marked down merchandise only with
permission of the store manager.
53. All meat purchases must be selected from the meat case. Any special cuts
must be approved and initialed on the label by the meat manager or store
manager prior to purchase being made.
54. All purchases from the Appetizing Department must be made in the same
manner as a customer (you take a numbered ticket).
55. Associates, like all customers. may present coupons for their purchases,
but offering or accepting coupons for items not purchased or more than one
coupon per purchase will be considered an act of theft and cause for
termination.
56. Cashiers are not allowed to check out members of their families or
friends.
57. Management has the right to inspect any package or purchase either in the
store or when it is being taken from the store.
Page 4 of 5
RONETCO SUPERMARKETS, INC.
Operators of ShopRite Supermarkets
Company Rules & Regulations
Store Manager
Assistant Store Manager
immediate Supervisor
(Job Title)
Store Telephone Number
I have received a copy of the Company Rules & Regulations (Form #A-P306, Revised
10195) and have read and understand it.
Associate's Name
I
V
(Please Print)
Associates' Signature
Date
Store Number
Number of Uniforms Received
I understand that infraction of these rules is cause of disciplinary action up
to and including termination.
Locker keys, name badge, uniforms/aprons, safety belts, pricing equipment, and
cutting equipment, are property of Ronetco. They are to be returned Upon ending
employment.
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Tear off bottom half and send to the Payroll Department at Corporate
Headquarters. To be kept in associates Personnel File.
Page 5 of 5
EXHIBIT C
to
SUBLEASE
between
RONETCO SUPERMARKETS, INC,
and
SKYLANDS CONMUNM BANK
for
XXXXX SHOPRITE
PRIME LEASE
Amended and Restated Lease between Peoples Plaza Associates and Ronetco
Supermarkets, Inc. dated December 16, 1991.
First Amendment to Amend and Restated Lease between Peoples Plaza Associates and
Ronetco Supermarkets, Inc. dated December 5, 1996.
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