Exhibit 10.17
Lease Between
CITY CENTRE PLAZA, LLC
and
TWO RIVER COMMUNITY BANK
for
512 square feet
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
April 18, 2002
INDEX TO RETAIL LEASE
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I. TERM, RENT AND USE
II. REPAIRS/MAINTENANCE OF THE DEMISED PREMISES
III. OPERATING COSTS, IMPOSITIONS & ADDITIONAL RENT
IV. COMPLIANCE WITH LAWS, GOVERNMENTAL REGULATIONS
V. LIENS AND ENCUMBRANCES
VI. INSURANCE
VII. DAMAGE OR DESTRUCTION
VIII. CONDEMNATION
IX. CHANGES, ALTERATIONS AND SIGNS
X. DEFAULT
XI. EXPIRATION OF TERM; HAZARDOUS MATERIALS; ENVIRONMENTAL LAWS
XII. ESTOPPEL CERTIFICATES
XIII. NO WAIVER; ENTIRE AGREEMENT
XIV. NOTICES
XV. INSPECTION OF PREMISES BY LANDLORD
XVI. MISCELLANEOUS
XVII. ASSIGNMENT, SUBLETTING, MORTGAGING
XVIII.SUBORDINATION AND ATTORNMENT
XIX. QUIET ENJOYMENT
XX. REAL ESTATE BROKER
XX SECURITY DEPOSIT
XXII. HOLDOVER TENANCY
XXIII.MANNER OF USE
XXIV. SNOW AND ICE ON SIDEWALKS
XXV. MAINTENANCE AND TRASH
XXVI. SIDEWALK SALES
XXVII.SEASONAL MUSIC
XXVIII.RENEWAL OPTION
RULES AND REGULATIONS
SCHEDULE A -- DEMISED PREMISES
SCHEDULE B -- LAND
SCHEDULE C -- ADDITIONAL RESTRICTIONS ON TENANT'S USE
SCHEDULE D -- LANDLORD'S WORK
Lease, made this 18TH day of April, 2002, by and between CITY CENTRE PLAZA, LLC,
having its principal place of business at Suite 000, Xxx Xxxxxxxx Xxxxx, Xxxxxx
Xxxxx, Xxx Xxxxxx 00000, X.X. Xxx 000, Xxx Xxxx, Xxx Xxxxxx 00000, hereinafter
referred to as "Landlord" and TWO RIVER COMMUNITY BANK having its principal
place of business at 0000 Xxxxxxx 00 Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000
hereinafter referred to as "Tenant".
WITNESSETH:
Landlord does hereby let unto Tenant, and Tenant does hereby hire from Landlord:
(a) approximately 512 square feet of space located at, 000 Xxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxxxx, comprised of: (i) retail floor space as shown on the
floor plan annexed hereto as Schedule A ("Demised Premises") and (ii)
Tenant's undivided, proportionate share of public entrances, public
stairways, public parking facilities, and other public areas of the land
and building ("Common Areas"), for use in common with other persons. The
Demised Premises is located in a building ("Building") located on a parcel
of land in the Borough of Red Bank, County of Monmouth, and State of New
Jersey (the "Land"), more particularly described in Schedule "B" attached
hereto and made a part hereof. Tenant shall have the right to use the
parking lot in common with other Tenants. Landlord shall have no
responsibility to police or supervise the parking lot. The parking lot and
front side walk thereon depicted shall remain free of all structures and
obstructions, including temporary and mobile kiosks except for temporary
mobile kiosks that do not materially affect tenant's access, visibility or
parking.
(b) This Lease is subject to all present liens, encumbrances, conditions,
rights, easements, restrictions, rights of way, covenants, other matters
of record, and zoning and building laws, ordinances, regulations and codes
affecting or governing the Demised Premises or which may hereafter affect
the Demised Premises, and such matters as may be disclosed by inspection
or survey, provided the same do not prevent the use and enjoyment of all
of the Demised Premises by Tenant for the purpose hereinafter stated, and
the Rules and Regulations annexed hereto or hereafter promulgated and
modified by Landlord.
ARTICLE I
TERM. RENT AND USE
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SECTION 1.01 This Lease shall be for a term of five (5) lease years ("Initial
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Term"). The Initial Term of this Lease and Tenant's obligation to pay rent and
occupy the Demised Premises in accordance with the terms hereof, shall commence
on the Commencement Date hereinafter defined. A lease year shall be each
consecutive period of twelve (12) full calendar months during the term hereof
("Lease Year"), except that if the Commencement Date shall be other than the
first day of the month, the first Lease Year shall commence on the first of the
month next following the month in which the Commencement Date falls.
SECTION 1.02 Tenant shall pay to Landlord, without notice or demand and without
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abatement, reduction or set-off for any reason whatsoever the rent at the office
of Landlord or such other place as Landlord may designate in writing, in the
total amount of ONE HUNDRED NINE THOUSAND DOLLARS AND ZERO CENTS ($109,000.00)
as follows:
YEAR ONE THROUGH YEAR TWO - TWENTY THOUSAND DOLLARS AND ZERO CENTS PER ANNUM
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($20,000.00/ANNUM) OR ONE THOUSAND SIX HUNDRED SIXTY-SEVEN DOLLARS AND ZERO
CENTS PER MONTH ($1,667.00/MONTH).
YEAR THREE THROUGH YEAR FIVE - TWENTY-THREE THOUSAND DOLLARS AND ZERO CENTS PER
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ANNUM ($23,000.00/ANNUM) OR ONE THOUSAND NINE HUNDRED SEVENTEEN DOLLARS AND ZERO
CENTS PER MONTH ($1,917.00).
together with additional rent payable hereunder. Rent shall be payable in equal
monthly installments in advance on the first day of each calendar month, without
abatement or set-off except as otherwise provided in this Lease. If any payment
is not received within ten (10) days of the date when due, Tenant shall pay a
late charge of six (6%) percent of the monthly installment of rent. If the
Commencement Date is other than the first day of the month then Tenant shall pay
rent on the Commencement Date for the fractional portion of the month on a per
diem basis from the Commencement Date until the first day of the next succeeding
month.
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Landlord and Tenant agree that should there be substantial damage to the
interior of the 000 Xxxxx Xxxxxx location, the Two River Community Bank will
have three (3) months free rent for the first lease year only. Landlord will
make best efforts to assure that the interior space is left in an "as is"
condition.
SECTION 1.03 The Commencement Date shall be on or about August 1, 2002 or thirty
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(30) days from the time Commerce Bank vacates the 000 Xxxxx Xxxxxx, Xxx Xxxx
location.
SECTION 1.04 The Demised Premises may be used and occupied as a bank in
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accordance with zoning, planning and development laws and regulations. Tenant
will not occupy or use, or permit any portion of the Demised Premises to be
occupied or used for any business or purpose which is unlawful in part of in
whole or deemed by Landlord to be disreputable in any manner, or extra
hazardous, or permit anything to be done which will in any way increase the rate
of insurance on the Building and/or its contents, and in the event that, by
reason of acts of Tenant, there shall be any increase in rate of the insurance
on the Building or its content created by Tenant's acts or conduct of business,
then Tenant hereby agrees to pay such increase.
ARTICLE II
REPAIRS AND MAINTENANCE OF THE DEMISED PREMISES
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SECTION 2.01 Throughout the term of this Lease, except as otherwise provided
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herein, Landlord will be responsible for roof and structural repairs and repair
and care of common areas of the building and land. Tenant shall be responsible
for care of the Demised Premises, including without limitation, interior
painting, repair, maintenance and replacement to the plumbing, electrical,
mechanical and heating, ventilating and air-conditioning units or system,
windows and doors, and will keep the same in good order and condition, and make
all necessary repairs to the, interior, ordinary and extraordinary, and
unforeseen and foreseen. When used in this Article II the term "repairs" shall
include all necessary replacement, renewals, alterations, additions and
betterments. It is provided, however, in the event of damage due to, or repairs
required by, the carelessness, negligence or improper conduct of Tenant, all
repairs shall be completed by Tenant, at Tenant's sole cost and expense as soon
as practical and in a good and workmanlike manner. Tenant shall use and shall
dispose of all trash in the trash dumpster provided by the Landlord. Landlord
shall have the dumpster emptied by a private xxxxxx where the premises is
located and in accordance with all State and local laws, regulations and
ordinances, including but not limited to those relating to recycling and without
interference with other tenants, at Tenant's sole cost and expense. The dumpster
shall be installed on the dumpster pad provided by Landlord. Tenant shall keep
the dumpster closed and Landlord shall clean the dumpster area. It is agreed
that the Tenant's janitorial service may remove all trash from the premises as
opposed to the Tenant using a dumpster.
SECTION 2.02 Tenant, at its expense, will keep the interior of the Demised
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Premises clean and orderly and, if necessary, hire janitorial help to this end;
The Tenant will not obstruct the hallways or other Common Areas and will not
place refuse outside the Demised Premises except in areas designated by the
Landlord for same. Tenant will obey all municipal and State laws dealing with
recycling and the separation of trash.
SECTION 2.03 Tenant shall pay the cost of electricity/gas which shall be
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separately metered to the Demised Premises, including cost of running the air
conditioning/heating system. No electric current or gas lines shall be used
except that which is approved by the Landlord, nor shall electric or other wire
be brought to, or additional outlets or electrical fixtures installed within,
the Demised Premises except upon the written consent and approval of the
Landlord. Tenant will not overload any of the circuits within the Demised
Premises and shall have no right to use any electric current outside the Demised
Premises.
SECTION 2.04 Landlord shall not be liable in any way to Tenant for any loss,
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damage or expense which Tenant may sustain or incur as a result of any failure,
defect or change in the quantity or character of the electricity furnished to
the Demised Premises, or if such electricity is no longer available for Tenant's
requirements, or due to any cessation, diminution or interruption of the supply
thereof.
SECTION 2.05 Tenant shall be responsible for the cost of replacement by Tenant
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of all standard lamps and bulbs, and all ballasts are to be provided by Tenant
used by Tenant in the Demised Premises.
SECTION 2.06 Tenant shall make no alterations to the existing electrical
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equipment or connect any fixtures, appliances or equipment in addition to the
equipment herein above permitted without the prior written consent of Landlord
in each instance.
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SECTION 2.07 Tenant shall be responsible for the cost of water and sewer which
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is separately metered to the Tenant's space.
ARTICLE III
OPERATING COSTS. IMPOSITIONS AND ADDITIONAL RENT
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SECTION 3.01 The rent owed by Tenant in accordance with section 1.02 hereof
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shall be absolutely net to Landlord and shall be increased by Tenant's
proportionate share of the Operating Costs and increases in Operating costs, as
hereinafter defined.
SECTION 3.02 Tenant's Proportionate Share shall be 2 percent (512 square feet
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leased to Tenant divided by 21,750 total Building square feet).
SECTION 3.03 Tenant shall pay Tenant's Proportionate Share of the Operating
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Costs and increase in Operating Costs, as hereinafter defined. Payment shall be
made monthly and shall be paid as additional rent. Landlord may xxxx Tenant for
Tenant's Proportionate Share of Operating Costs based on Landlord's estimate of
the Operating Costs, provided Landlord shall at least once a year submit a
statement to Tenant for the actual Operating Costs for the period commencing
with the last statement of Tenant's Operating Costs. If Tenant's payments for
Tenant's Proportionate Share of Operating Costs have been less than the actual
Operating Costs the difference shall be due and payable upon delivery of the
statement of actual Operating Costs. If Tenant's payments for estimated
Operating Costs have been greater than the actual Operating Costs, Tenant shall
be entitled to a credit to be applied against current and future payments for
Operating Costs, unless the Lease shall have been terminated, in which case the
amount of the credit will be paid to Tenant. Landlord shall maintain complete
and accurate books and records regarding Operating Costs and Tenant shall be
permitted to inspect such records at any reasonable time.
SECTION 3.04 Operating Costs shall include, but shall not be limited to, all
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expenses paid or incurred by or on behalf of Landlord in connection with: (a)
interior and exterior repairs, maintenance, replacements, painting and
redecorating; (b) landscaping (if any) and snow removal; (c) window cleaning;
(d) insurance; (e) elevator and wheel chair lift repair and maintenance; (f)
heating, ventilating and air conditioning repair and maintenance; (g) paved area
entrance gate, and paved area, parking lot, curb and sidewalk repairs and
maintenance; (h) water, sewer, gas, electricity and other utilities and fuel oil
(subject to the provisions of Section 2.03; (i) rubbish removal; (j) waxing and
janitorial and cleaning services; (k) supplies and sundries; (l) sales or use
taxes on supplies or services; (m) cost of wages and salaries of all persons
engaged in the operation, maintenance and repair of the Demised Premises and
so-called fringe benefits, including social security taxes; (n) electronic
security system repair and maintenance; (o) the charges of any independent
contractor who, under contract with Landlord or its representatives, does any of
the work of operating, maintaining or repairing of the Demised Premises; (p)
replacement of items, the cost of which must be capitalized (as distinguished
from expenses) in accordance with generally accepted accounting principles, but
only to the extent that such cost exceeds the initial cost of furnishing and
installing such items; (g) service contracts including, but not limited to
contracts for HVAC service, carting, security and watchman services; (r)
intentionally omitted; (s) bookkeeping and accounting costs and costs of forms
and ledgers; (t) impositions, as hereinafter defined; and (u) all other expenses
(including maintenance, repairs and replacements limited as in item (p) (above),
whether or not herein mentioned, generally incurred with respect to operation of
a strip shopping center and considered to be Operating Costs, and incurred in
relation to Landlord's obligations under the Lease computed in accordance with
generally accepted management and accounting practices. The terms "repairs" and
"maintenance" shall include replacement where necessary or appropriate, subject
to the limitations set forth above.
SECTION 3.05 Impositions shall mean all real estate property taxes, assessments,
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and other governmental charges, which shall, during the term hereof, be laid,
assessed, levied, or imposed upon and become due and payable or a lien upon the
Land and Building or any portion thereof, or the sidewalks or streets in front
of or adjoining the Land and Building.
ARTICLE IV
COMPLIANCE WITH LAWS AND GOVERNMENTAL REGULATIONS
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SECTION 4.01 Tenant shall throughout the term of this Lease, without cost to
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Landlord, promptly comply with all laws and ordinances, and the orders, rules,
regulations and requirements of all federal, state and municipal governments and
appropriate departments, commissions, boards and officers thereof, foreseen or
unforeseen, ordinary as well as
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extraordinary ("Legal Requirements"). It shall be the responsibility of the
Tenant of the Demised Premises to replace, as necessary, all lamps and bulbs for
the fire exits and emergency lights. Tenant shall be responsible for the
purchase and installation of a fire extinguisher(s) for the Demised Premises.
Tenant will have an annual inspection of all fire extinguishers and pay the
annual fire inspection fee as required by the Borough.
SECTION 4.02 Tenant shall have the right, after prior written notice to
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Landlord, to contest the validity of any Legal Requirements by appropriate legal
proceedings, provided Landlord shall not be subject to any criminal or civil
liability during the contest thereof. Tenant shall indemnify and hold harmless
Landlord from all loss, claims and expenses, including reasonable attorney fees,
as a result of Tenant's failure to comply with Legal Requirements or contest
thereof.
ARTICLE V
LIENS AND ENCUMBRANCES
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SECTION 5.01 Tenant shall not create, permit or suffer any mechanic's or other
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lien or encumbrance on or affecting the Demised Premises or the fee estate or
reversion of Landlord therein. If any such lien or encumbrance shall at any time
be filed or imposed against the Demised Premises or such fee estate or
reversion, Tenant, within forty-five (45) days after notice of the filing or
imposition thereof, shall cause the same to be discharged of record by payment,
deposit, bond, order of a court of competent jurisdiction or as otherwise
permitted by law. If Tenant shall fail to cause such lien or encumbrance to be
discharged within such period, then, in addition to any other right or remedy of
Landlord, Landlord may, but shall not be obligated to, discharge the same either
by paying the amount claimed to be due or by procuring the discharge thereof by
deposit or by bonding proceedings, and in any such event Landlord shall be
entitled, if Landlord so elects, to compel the prosecution of an action for the
foreclosure of such lien or encumbrance by the lienor and to pay the amount of
the judgment for an in favor of the lienor with interest, costs and allowances.
All amounts so paid by Landlord and all of its costs and expenses in connection
therewith (including court costs and reasonable attorneys' fees), together with
interest at the highest legal rate then in effect shall be deemed to be
additional rent under this Lease and shall be paid by Tenant to Landlord
promptly upon demand by Landlord.
SECTION 5.02 Landlord will not be liable for any labor, services or materials
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other than Landlord's Work and pursuant to Section 2.01 hereof, furnished or to
be furnished to Tenant or to any subtenant in connection with any work performed
on or at the Demised Premises; no mechanic's or other lien or encumbrance for
any such labor, services or materials shall attach to or affect the fee estate
or reversion of Landlord in and to the Demised Premises.
ARTICLE VI
INSURANCE
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SECTION 6.01 The Tenant, at Tenant's own cost and expense, shall obtain or
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provide and keep in full force for the benefit of the Landlord, during the term
hereof, general public liability insurance, insuring the Landlord against any
and all liability or claims or liability arising out of, occasioned by or
resulting from any accident or otherwise in or about the Demised Premises, for
injuries to any person or persons, for not less than $2,000,000 for injuries to
one person and $5,000,000 for injuries to more than one person or persons, in
any one accident or occurrence, and for loss or damage to the property of any
person or persons, for not less than $1,000,000. The policy or policies of
insurance shall be issued by a company or companies authorized to do business in
this State of New Jersey and which are rated "A-VII" or equivalent in Best's Key
Rating Guide, or any successor thereto (or, if there is none, a rating
organization having a national reputation) and shall be delivered to the
Landlord, together with evidence of the payment of the premiums therefore, not
less than thirty (30) days prior to the commencement of the term hereof or of
the date when the Tenant shall enter into possession, whichever occurs sooner.
At least thirty (30) days prior to the expiration or termination date of any
policy, the Tenant shall deliver a renewal or replacement policy with proof of
the payment of the premium therefore. Tenant agrees to and shall indemnify and
hold harmless Landlord from any and all claims, losses, costs, expenses and
liability, including liability for attorney fees, in connection with, or
resulting from, any accident, injury or damage whatsoever caused to any person
or property and arising, directly or indirectly, in whole or in part, out of the
business conducted in or the use of the Demised Premises and Common Areas, or
occurring in, on or about the Building or Land or any part thereof, and arising,
directly or indirectly, in whole or in part, from any act or omission, other
than due to the negligence or willful misconduct of the Landlord.
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SECTION 6.02 Landlord shall keep the Building (excluding Tenant's personal
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property, inventory, equipment and trade fixtures) insured during the term of
this Lease, against loss or damage by fire and against loss or damage by other
risks now or hereafter embraced by "Extended Coverage", so called, and against
such other risks, and by such insurers, in such amounts and under such forms of
policies (including standard mortgagee clause unless otherwise required) as to
prevent Landlord from becoming a co-insurer and naming Tenant as an additional
insured, as its interests may appear. All such policies shall contain an
insurer's waiver of subrogation. Tenant may maintain insurance against damage by
fire or other risk embraced by extended coverage with respect to Tenant's
leasehold interest, personal property, inventory, trade fixtures and equipment,
provided, however, all such policies shall contain an insurer's waiver of
subrogation against Landlord in connection with any loss or damage covered by
the insurance policy or policies; provided, further, that in the event of any
damage or loss to Tenant's personal property, inventory, trade fixtures or
equipment not covered by insurance, Landlord shall have no liability.
SECTION 6.03 Upon the execution of this Lease, and thereafter not less than
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thirty (30) days prior to the expiration dates of the expiring policies
theretofore furnished pursuant to this Article, there shall be delivered to
Landlord and Tenant certificates evidencing such insurance.
ARTICLE VII
DAMAGE OR DESTRUCTION
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SECTION 7.01 In the event that the Demised Premises or any part thereof are
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damaged or destroyed by fire or any other casualty, Tenant shall promptly give
written notice thereof to Landlord. If the Building is totally destroyed or so
extensively and substantially damaged as to require practically a rebuilding
thereof, Landlord shall have the option to terminate this Lease or rebuild,
which option shall be exercised by written notice to Tenant within forty-five
(45) days of the date of destruction; provided, Tenant shall have the option to
terminate this Lease if the Demised Premises are not restored within six (6)
months of the date of destruction. If this Lease is terminated then the rent
shall be paid up to the time of such destruction and then and from thenceforth
this Lease shall come to an end. If Landlord opts to rebuild then no rent shall
be payable hereunder from the date of destruction until the Demised Premises is
restored (which shall be the earlier of the date Tenant re-enters into occupancy
or the date of a certificate of occupancy is issued). If the Demised Premises
shall be partially damaged by fire, the elements or other casualty, Landlord
shall repair the same as speedily as practicable, provided the proceeds of
insurance are an amount equal to or greater than the cost of such repair (unless
Landlord chooses to complete the repairs notwithstanding the insufficiency of
insurance proceeds). In the event of partial damage or destruction, Tenant's
rent payment shall be pro-rated based on the portion of the Demised Premises
suitable for occupancy, until such time as the Demised Premises are restored,
when the Tenant shall pay rent as elsewhere provided in this Lease.
SECTION 7.02 In no event shall the provisions of Section 7.01 become effective
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or be applicable if the fire or other casualty and damage shall be the result of
the carelessness, negligence or improper conduct of Tenant or Tenant's agents,
employees, guests, licensees, invitees, assignees or successors. In such case,
Tenant's liability for the payment of rent and the performance of all the
covenants, conditions and terms hereof on the Tenant's part to be performed
shall continue and Tenant shall be liable to Landlord for the damage and loss
suffered by Landlord.
ARTICLE VIII
CONDEMNATION
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SECTION 8.01 Except in the case of a taking of all or substantially all of the
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Building or Land, as provided for in Section 8.02 hereof, this Lease shall not
terminate but shall remain in full force and effect with respect to the portion
of the Demised Premises not so taken, and Landlord shall repair, restore,
replace and rebuild the Demised Premises as nearly as practicable to its
condition and character immediately prior to such taking, provided the amount of
any condemnation awards made available to Landlord is sufficient for this
purpose. Landlord shall have no liability to expend funds in excess of the
amount of the condemnation award made available to Landlord. Such restoration
shall be commenced promptly and prosecuted with reasonable diligence,
unavoidable delays excepted.
SECTION 8.02 In the event of a taking of all or substantially all of the
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Building or Land, this Lease shall terminate and expire on the date of such
taking, and the rent, additional rent and other charges payable under this Lease
shall be apportioned and paid to the date of such taking.
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For the purposes of this Article VIII, "substantially all of the Building or
Land" shall be deemed to have been taken if either 15% or more in the area of
the Demised Premises are taken, or if Landlord shall reasonably determine that
the portion of the Building or Land not taken cannot be so restored or repaired
as to be suitable for the conduct of Tenant's business.
SECTION 8.03 Except in the case of the taking of all or substantially all of the
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Building or Land, as provided for in Section 8.02 hereof, no taking of the
Building or Land or any part thereof shall permit Tenant to surrender this
Lease.
SECTION 8.04 In any condemnation proceeding, Landlord shall be entitled to
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collect from the condemning authority the entire amount of the award made for
the taking of all or any portion of the Building or Land, and Tenant agrees to
execute any and all further documents that may be required in order to
facilitate the collection by Landlord of any and all such awards. Tenant shall
have no claim whatsoever for the value of any unexpired term of this Lease but
nothing contained herein shall prohibit Tenant from seeking a separate award for
damage or loss to its trade fixtures, equipment or other personal property,
relocation or moving expenses or damage for interruption of its business, so
long as such award would not be deducted from or operate to reduce the amount of
the award to which Landlord is entitled hereunder.
ARTICLE IX
CHANGES. ALTERATIONS AND SIGNS
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SECTION 9.01 Tenant will not remove or demolish any part of the Demised Premises
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or alter the same without the prior written consent of the Landlord. Tenant
shall not erect or place any sign or signs upon the Demised Premises, Building
or Land without the prior written consent of Landlord. Tenant will have a sign
made in conformity with the Legal Requirements, with Tenant furnishing and
installing the sign at Tenant's sole cost and expense. Tenant shall be
responsible for removing sign at the termination of the Lease.
ARTICLE X
DEFAULT
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SECTION 10.01 The following shall constitute, in case of one or more, an event
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of default ("Event of Default") under this Lease:
(a) Failure to pay rent or additional rent after the same shall become due and
payable in accordance with the terms, covenants and agreements of this
Lease.
(b) Failure to observe or perform or cause to be observed or performed any
other term, covenant or agreement of Tenant to be observed or performed
under this Lease, and continuation of such failure for a period of thirty
(30) days after written notice from Landlord to Tenant specifying the
nature thereof; provided, however, in the event of such failure is curable
but cannot with reasonable diligence be remedied by Tenant within a period
of thirty (30) days, if Tenant shall diligently commence curing such
failure within such thirty day period, and thereafter and so long as
Tenant with reasonable diligence and in good faith shall proceed to cure
the same, such failure shall not constitute an Event of Default.
(c) Abandonment of the Demised Premises by Tenant.
(d) If at the date fixed as the commencement of the term of this Lease or if
at any time during the term hereby demised there shall be filed by or
against Tenant in any court pursuant to any statute either of the United
States or of any state, a petition in bankruptcy or insolvency or for
reorganization or for the appointment of a receiver or trustee of all or a
portion of Tenant's property, and within 60 days thereof Tenant fails to
secure a dismissal thereof, or if Tenant makes an assignment for the
benefit of creditors or petition for or enter into an arrangement, this
Lease, at the option of Landlord, exercised within a reasonable time after
notice of the happening of any one or more of such events, may be
cancelled and terminated by written notice to the Tenant (but if any of
such events occur prior to the commencement date, this Lease shall be ipso
facto cancelled and terminated) and whether such cancellation and
termination occur prior to or during the term, neither Tenant nor any
person claiming through or under Tenant by virtue of any statute or of any
order of any court, shall be entitled to possession or to remain in
possession of the Premises Demised but shall forthwith quit and surrender
the premises, and Landlord, in addition to other rights and remedies
Landlord has by virtue of any other provision herein or elsewhere
contained or by virtue of any statute or rule of law, may retain as
liquidated damages, any rent, security deposit or moneys received by him
from Tenant or others in behalf of Tenant.
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SECTION 10.02 In the event of the occurrence of an Event of Default, Landlord
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may, at its option, give to Tenant a notice of election to end the term of this
Lease, upon receipt of such notice the term of this Lease and all right, title
and interest of Tenant hereunder and in and to the Demised Premises shall expire
as fully and completely as if that day were the date herein specifically fixed
for the expiration of the term of this Lease, and Tenant will then quit and
surrender the Demised Premises to Landlord.
SECTION 10.03 At any time during the continuance of an Event of Default, whether
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or not the term of this Lease shall have been terminated pursuant to Section
10.02 hereof or otherwise, Landlord may, without notice, enter upon and reenter
the Demised Premises and possess and re possess itself thereof, by force,
summary proceedings, ejectment or otherwise and may dispossess and remove Tenant
and all other persons and property from the Demised Premises and may have, hold
and enjoy the Demised Premises and the right to receive all rents, income and
profits therefrom. No such entry, re-entry, possession or re-possession by
Landlord shall constitute an election on the part of Landlord to terminate the
term of this Lease unless Landlord shall have given notice to such effect
pursuant to Section 10.02 hereof. The terms "enter", "re enter", "entry", and
"re-entry", as used in this Lease are not restricted to their technical legal
meanings.
SECTION 10.04 The expiration or termination of the term of this Lease pursuant
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to Section 10.02 hereof or any entry, re-entry, possession or re-possession of
the Demised Premises by Landlord pursuant to Section 10.03 hereof shall not
relieve Tenant of its liability and obligation to pay the rent, additional rent
and any other charges theretofore accrued or for damages for breach thereafter
accruing and such liability and obligation shall survive any such expiration or
termination or any such entry, re-entry, possession or re-possession. Landlord
may relet the Demised Premises, in whole or in part, either in its own name or
as agent of Tenant, for a term or terms which, at Landlord's option, may be for
the remainder of the then current term of this Lease, or for any longer or
shorter period, and may grant reasonable concessions or free rent. Tenant shall
not be entitled to any credit if the rent received on re-letting exceeds the
rent required to be paid pursuant to this Lease. Landlord shall use reasonable
efforts to mitigate damages for the breach of the covenants contained in this
Lease. Tenant shall be obligated for all expenses which Landlord may then or
thereafter incur for reasonable attorney fees, brokerage commissions, all other
costs paid or incurred by Landlord for enforcing the terms and provisions of
this Lease, reletting the Demised Premises, restoring the Demised Premises to
good order and condition, altering, decorating repainting or otherwise repairing
the same for reletting, for maintaining the Demised Premises, and for reletting
the same. Tenant shall also pay as damages the difference between the rent and
additional rent reserved hereunder, and the rent collected and received, if any,
by Landlord, during the remainder of the unexpired term. Landlord may collect
the deficiency between the rent and additional rent reserved and the rent
collected in monthly payments as the same shall become due and payable
(hereafter referred to as "Unaccelerated Damages"). At any time, Landlord may
elect to accelerate payment of the deficiency between rent and additional rent
reserved and rent collectable for the remainder of the term, which payment shall
be reduced to present value at the rate of five (5%) percent per year (hereafter
referred to as "Accelerated Damages"). If Landlord elects to receive Accelerated
Damages and the Demised Premises has not been relet, then from date of
Landlord's election to receive Accelerated Damages Tenant shall be entitled to a
credit for the fair market rental of the Demised Premises at time of Tenant's
default, which credit shall not exceed the rent reserved hereunder. If Landlord
has elected to receive Accelerated Damages and the Demised Premises has been
relet, and rent collectable from the new tenant for the balance of the term
shall be presumed to be the rent payable pursuant to such reletting.
ARTICLE XI
EXPIRATION OF TERM; HAZARDOUS MATERIALS; ENVIRONMENTAL LAWS
-----------------------------------------------------------
SECTION 11.01 Upon the expiration date of this Lease set forth in Section 1.01
-------------
hereof, the expiration or termination of the term of this Lease pursuant to
Section 10.02 hereof or any entry, re-entry, possession or re-possession of the
Demised Premises by Landlord pursuant to Section 10.03 hereof (hereinafter
collectively referred to as the "Expiration Date"), Tenant shall promptly quit
and surrender the Demised Premises and deliver actual possession thereof to
Landlord in good order, condition and repair and vacate and free of all
tenancies and occupancies.
SECTION 11.02 Tenant and any subtenant shall have the right to remove from the
-------------
Demised Premises all of the movable trade fixtures, equipment and articles of
personal property used or procured for use in connection with the operation of
its business on or before the Expiration
7
Date, provided that Tenant or such subtenant shall promptly repair, or cause to
be repaired, any damage resulting to the buildings, structures or other
improvements on the Demised Premises by reason of such removal. Any trade
fixtures, equipment or articles of personal property of Tenant or such subtenant
which shall remain at or on the Demised Premises after the Expiration Date shall
be deemed to have been abandoned by Tenant or such subtenant and may either be
retained by Landlord as its property or disposed of in such manner as Landlord
may see fit without accountability to Tenant or such subtenant for the value of
such trade fixtures, equipment or articles of personal property or any proceeds
derived from the sale thereof.
SECTION 11.03 The following provisions shall govern with respect to Hazardous
-------------
Materials (capitalized terms in this section are defined at the end)
notwithstanding any provision in this
Lease to the contrary:
(a) Tenant will not store, treat, dispose of, release or discharge on, under
or about the Demised Premises any Hazardous Materials or allow any other
person or entity to do so. In addition, Tenant shall not use, generate,
manufacture or produce on, under or about the Demised Premises or
transport to or from the Demised Premises any Hazardous Materials or allow
any other person to do so. Tenant shall remove Hazardous Materials found
in, on or about the Demised Premises which were placed or Released thereon
by Tenant, its agents, servants, employees, licensees or invitees, at its
sole cost and in accordance with all Environmental Laws.
(b) Tenant warrants and represents that it is not an Industrial Establishment
as defined in ISRA and covenants not to become an Industrial
Establishment. Tenant hereby agrees to execute such documents as Landlord
reasonably deems necessary and to make such applications as Landlord
reasonably requires to assure compliance with ISRA by Tenants. If ISRA
compliance is triggered by Tenant, or Tenant has become an Industrial
Establishment as defined in ISRA, Tenant shall bear all costs and expenses
incurred by Landlord associated with any required ISRA compliance
resulting from Tenant's use of the Demised Premises, including but not
limited to state agency fees, engineering fees, clean up costs to the
extent Hazardous Materials have been Released by Tenant, its agents,
servants, employees, licensees or invitees, filing fees and suretyship
expenses. If ISRA compliance is triggered but not by Tenant and Tenant has
not become and Industrial Establishment, Tenant shall bear cleanup costs
only to the extent Hazardous Materials have been Released by Tenant. As
used in this Lease, ISRA compliance shall include applications for
determinations of non-applicability by the appropriate governmental
authority. The foregoing undertaking shall survive the termination or
sooner expiration of the Lease and surrender of the Demised Premises and
shall also survive sale, or lease or assignment of the Demised Premises by
Landlord.
(c) At no expense to Landlord, from time to time upon request of Landlord,
Tenant shall provide proof that ISRA is not applicable with regard to the
Demised Premises. Such proof may include, but shall not be limited to,
executing of an Affidavit of Non-Applicability and procuring a Letter of
Non-Applicability from DEP.
(d) If Tenant fails or refuses for ten (10) days after notice from Landlord to
comply with the requirements of this Section 11.03, Landlord shall have
the right, in addition to any other rights or remedies it may have
pursuant to this Lease or at law, to comply for and on behalf of Tenant at
the cost and expense of Tenant and, for that purpose, to enter into the
Demised Premises for the purpose of making tests, obtaining samples and
surveys and performing any other acts as may be necessary or desirable in
the discretion of Landlord, for the forgoing purposes. Tenant hereby
designates Landlord as its Attorney-in-Fact for purposes of signing and
filing such applications and other documents as may be necessary or
desirable for the foregoing purposes, which Power-of-Attorney shall be
deemed to be coupled with an interest. All costs and expenses of Landlord
in connection with Landlord's performance of Tenant's obligation shall be
reimbursed by Tenant to Landlord promptly upon receipt of a xxxx therefore
and shall be Additional Rent.
(e) For purposes of this Section 11.03, the following terms shall have the
following meaning:
"Release" means any release, spill, emission, leaking, pumping, injection,
deposit, disposal, discharge, dispersal, leaching, or migration into the indoor
or outdoor environment, including the movement of any Hazardous Materials or
other substance through or in the air, soil, surface water, groundwater, or
property; the term "Released" has a corresponding meaning.
8
"Environmental Law(s)" means any and all Federal, State, Local or
Municipal Laws, rules, orders, regulations, statutes, ordinances, codes,
guidelines, policies or requirements of any governmental authority regulating or
imposing standards of liability or standards of conduct (including common law)
concerning air, water, solid waste, hazardous waste, Hazardous Materials, worker
and community right-to-know, hazard communication, noise, radioactive material,
resource protection, health protection and similar environmental, health and
safety concerns as may now or at any time hereafter be in effect. Such laws
include, but are not limited to RCRA, the Emergency Planning and Community Right
to Xxxx Xxx, 00 X.X.X. 00000, et seq. the Occupational Safety and Health Act, 29
U.S.C. 651 et seq. CERCLA, the Clean Air Act, 42 U.S.C. 7401, et seq. the
-- --- -- ---
Hazardous Materials Transportation Act, 49 U.S.C. 1801, et seq. the Toxic
-- ---
Substance Control Act, 15 U.S.C. 2601, et seq. the Federal Insecticide Fungicide
-- ---
and Rodenticide Act, 7 U.S.C. 136, et seq. the Clean Water Act, 33 U.S.C. 1251
-- ---
et seq., the Safe Drinking Xxxxx Xxx, 00 X.X.X. 000x, et seq., the New Jersey
-- --- -- ---
Industrial Site Recovery Act, N.J.S.A. 13:IK-6, et seq. ("ISRA"), and any
-- ---
analogous state, provincial or local statutes (including any superlien and
property transfer statutes), and the regulations promulgated thereunder, all as
amended and effective on the date hereof and including subsequent amendments
thereto.
"Hazardous Materials" means any petroleum, petroleum products, fuel oil,
derivatives of or additives to petroleum products or fuel oil, explosives
reactive materials, ignitable materials, corrosive materials, hazardous
chemical, hazardous wastes, hazardous substances, hazardous air pollutants, air
pollutants, extremely hazardous substances, toxic substances, toxic chemicals,
radioactive materials, medical waste, biomedical waste, asbestos, any mixture of
sewage or other waste material that passes through a sewer system to a treatment
premises, any industrial waste water discharges subject to regulation and any
infectious materials, as such foregoing terms may be defined in the
Environmental Laws, and any other element, compound, mixture, solution or
substance which may pose a present or potential hazard to human health or the
environment.
ARTICLE XII
ESTOPPEL CERTIFICATES
---------------------
SECTION 12.01 At any time and from time to time Tenant, on not less than ten
-------------
(10) days' prior written notice by Landlord, and Landlord on not less than ten
(10) days prior written notice from Tenant, shall without charge, deliver to the
party making such request a written statement certifying to such party or to any
person specified by such party (a) that this Lease is unmodified and in full
force and effect (or, if there have been any modifications, that this Lease is
in full force and effect as modified and specifying the nature of each such
modification), (b) the dates through which the rent, additional rent and other
charges payable under this Lease have been paid, (c) whether, to the best
knowledge of the party so certifying, the other party to this Lease is in
default in the performance or observance of any covenant, agreement, condition,
term or provision contained in this Lease, and, if so, specifying the nature of
each such default of which the party certifying may have knowledge and (d) any
other information with respect to this Lease and the Demised Premises that the
party making such request shall reasonably request, it being intended that any
such statement may be relied upon by those with whom the party requesting such
statement may be dealing.
ARTICLE XIII
NO WAIVER; ENTIRE AGREEMENT
---------------------------
SECTION 13.01 The failure of Landlord to seek redress for violation of, or to
-------------
insist upon the strict performance of any covenant, agreement, term, provision
or condition of this Lease, shall not constitute a waiver thereof and Landlord
shall have all remedies provided herein and by applicable law with respect to
any subsequent act, which would have originally constituted a violation. The
receipt by Landlord of rent with knowledge of the breach of any covenant,
agreement, term, provision or condition of this Lease shall not be deemed a
waiver of such breach. No provision of this Lease shall be deemed to have been
waived, unless such waiver be in writing signed by the party against whom
enforcement is sought. No payment by Tenant or receipt by Landlord of a lesser
amount than the rent herein stipulated shall be deemed to be other than on
account of such rent or additional rent or other charge owing by Tenant, as
Landlord shall elect, nor shall any endorsement or statement on any check or any
letter accompanying any check or payment as rent be deemed binding on Landlord
or an accord and satisfaction, and Landlord may accept such check of payment
without prejudice to Landlord's right to recover the balance of the rent,
additional rent or other charges owing by Tenant, and to pursue each and every
remedy in this Lease or by law provided. Each right and remedy of Landlord
provided for
9
in this Lease shall be cumulative and shall be in addition to every other right
or remedy provided for in this Lease or now or hereafter existing at law or in
equity or by statute or otherwise.
SECTION 13.02 This Lease with the Schedules annexed hereto contains the entire
-------------
agreement between Landlord and Tenant, and any agreement hereafter made between
Landlord and Tenant, be in effective to change, modify, waive, release,
discharge, terminate or effect a surrender or abandonment of this Lease, in
whole in part, unless such agreement is in writing and signed by the party
against whom enforcement is sought.
ARTICLE XIV
NOTICES
-------
SECTION 14.01 All notices and demands of any kind which either party may be
-------------
required or may desire to give to the other in connection with this Lease must
be given either by registered or certified mail, return receipt requested, which
shall be deposited in the United States mail with postage thereon fully prepaid,
and addressed to the party so to be served at the address hereinabove set forth.
Such notice shall be deemed received upon first attempted delivery. Any party
may change the address to which notices to such party are to be directed by
notice given in the manner provided hereinabove. Landlord shall also be
permitted to serve notice personally to Tenant at the Demised Premises.
ARTICLE XV
INSPECTION OF PREMISES BY LANDLORD
----------------------------------
SECTION 15.01 Landlord, its agents or designee shall have the right to enter the
-------------
Demised Premises during reasonable business hours for the purpose of inspecting
them, and making any repairs to the Demised Premises and performing any work
therein that may be necessary by reason of Tenant's default under any of the
terms, covenants and conditions of this Lease continuing beyond the applicable
periods of grace, and exhibiting the leased premised for the purpose of sale or
mortgage, or during the last Lease Year of the term hereof for the purpose of
reletting. Landlord may enter at any time in event of emergency. Landlord may
install a "For Rent" sign on the premises during the last 90 days of the Lease.
ARTICLE XVI
MISCELLANEOUS
-------------
SECTION 16.01 If any term, covenant or condition of this Lease or the
-------------
application thereof to any person or circumstances, to any extent, shall be
invalid or unenforceable, the remainder of this Lease, or the application of
such term, covenant or condition to persons or circumstances other than those as
to which it is held invalid and unenforceable, shall not be affected thereby and
each term, covenant and condition of this Lease not held to be invalid or
unenforceable shall be valid and enforceable.
SECTION 16.02 The term "Landlord," as used in this Lease, so far as Landlord's
-------------
covenants and agreements under this Lease are concerned, shall be limited to
mean and include only the owner or owners at the time in question of the fee
title to the Demised Premises. In the event of any conveyance of such fee title,
Landlord herein named and each subsequent grantor shall be automatically
relieved, from and after the date of such conveyance, of all liability as
respects the performance of any of Landlord's covenants and agreements
thereafter to be performed, and such grantee shall be bound by all of such
covenants and agreements thereafter to be performed only during the time of its
ownership.
SECTION 16.03 Anything contained in this Lease to the contrary notwithstanding,
-------------
Tenant agrees to look solely to the Demised Premises and Landlord's interest
therein for the collection and satisfaction of any judgment which Tenant may
hereafter obtain against Landlord by reason of the failure by Landlord to
observe or perform any of its covenants or obligations under this Lease,
including, but not limited to, the breach of the covenant of quiet enjoyment,
whether express or implied, and Tenant further agrees not to collect or execute
or execute or attempt to collect or execute any such judgment out of or against
any other assets or properties of Landlord.
SECTION 16.04 This Lease shall inure to the benefit of and be binding upon
-------------
Landlord and Tenant and their respective distributees, personal representatives,
executors, successors and assigns except as otherwise provided herein.
SECTION 16.05 The Landlord reserves the right to enter the Demised Premises in
-------------
connection with the construction and erection of any additions or improvements
to the building of which the Demised Premises are a part, provided that in the
use of such right the Landlord shall not
10
unreasonably interfere with the use of the parking areas and driveways or with
Tenant's business.
SECTION 16.06 Tenant warrants that carpet throughout the Demised Premises will
-------------
be professionally cleaned at least once a year during the entire term of the
Lease.
SECTION 16.07 Tenant agrees it will not cause or permit noises or sounds
-------------
(including, without limitation, music) originating in or emanating from the
Demised Premises to be heard or audible from the Demised Premises or in any
other part of the building of which the Demised Premises is a part. if such
noise or sounds are heard or audible outside of the Demised Premises or in such
other parts of the building, the Landlord may, but shall not be obligated to,
perform such construction and other work as the Landlord deems necessary so as
to wholly or partially prevent such noise or sound from being heard or audible
outside of the Demised Premises or in any part of such building, and in that
event, the Tenant hereby (i) grants permission to the Landlord to enter into and
upon the Demised Premises for the purpose of performing such construction and
other work and grants the Landlord permission to perform such construction and
other work and grants the Landlord permission to perform same, (ii) agrees to
pay the Landlord on demand and as additional rent, all costs and expenses
incurred by the Landlord in the performance of such construction work. The
rights and remedies afforded the Landlord pursuant to the within paragraph shall
be in addition to such other rights and remedies as may be available to the
Landlord under the terms of this Lease at law, or in equity.
SECTION 16.08 It is understood that Tenant shall have a periodic inspection for
-------------
vermin, roaches and other pests by a reputable exterminating company and shall
maintain the Tenant's portion of the building of which the premises is a part
of, free from any form of pests.
ARTICLE XVII
ASSIGNMENT, SUBLETTING, MORTGAGING
----------------------------------
SECTION 17.01 Neither this Lease nor the term and estate hereby granted, nor any
-------------
part hereof or thereof, may be sublet or assigned, without Landlord's written
consent.
SECTION 17.02 No assignment or sublease consented to by Landlord shall be valid
-------------
and enforceable unless the assignee or subTenant shall have assumed all of the
liabilities hereunder of the assignor or subLandlord, and the assignor shall
have expressly agreed to continue to remain jointly and severally liable as
Tenant hereunder. The assumption and agreement shall be set forth in a written
instrument complying with the provisions not in compliance with these terms
shall be voidable by Landlord.
SECTION 17.03 Each permitted assignee or subTenant shall assume and be deemed to
-------------
have assumed this Lease and shall be and remain liable jointly and severally
with Tenant, for the payment of the rent, additional rent and adjustments of
rent, and the due performance of and compliance with all the terms, covenants,
conditions and agreements herein contained on Tenant's part to be performed or
complied with for the term of this Lease. No assignment or sublease shall be
binding on Landlord unless such assignee or subTenant shall deliver to Landlord
a duplicate original of the instrument of assignment or sublease which contains
a covenant of assumption by the assignee or subTenant of all of the obligations
aforesaid.
ARTICLE XVIII
SUBORDINATION AND ATTORNMENT
----------------------------
SECTION 18.01 Tenant agrees:
-------------
(a) that, except as hereinafter provided, this Lease is, and all of Tenant's
rights hereunder are and shall always be, subject and subordinate to any
mortgage, to leases of Landlord's property (in a sale-leaseback) pursuant
to which Landlord has or shall retain the right of possession of the
Demised Premises or to any security instruments (collectively called
"Mortgage") that now or hereafter may exist, and to all advances made or
to be made thereunder and to the interest thereon, and all renewals,
replacements, modifications, consolidations, or extensions thereof; and
(b) that if the holder of any such Mortgage ("Mortgagee") or if the purchaser
at any foreclosure sale or at any sale under a power of sale contained in
any Mortgage shall at its sole option request, Tenant will attorn to, and
recognize such Mortgage or purchaser, as the case may be, as Landlord
under this Lease for the balance then remaining of the term of this Lease,
subject to all terms of this Lease, and
11
(c) that the aforesaid provisions shall be self operative and no further
instrument or document shall be necessary unless required by any such
Mortgagee or purchaser. Notwithstanding anything to the contrary set forth
above, any Mortgagee may at any time subordinate its Mortgage to this
Lease without Tenant's consent.
ARTICLE XIX
QUIET ENJOYMENT
---------------
SECTION 19.01 Landlord covenants and agrees that Tenant, upon paying the rent
-------------
and other charges provided for herein and obligations in keeping the covenants,
agreements and conditions of this Lease on its part to be kept shall lawfully
and quietly hold, occupy and enjoy the Demised Premises during the term of this
Lease without hindrance or molestation of anyone claiming through or under
Landlord.
ARTICLE XX
REAL ESTATE BROKER
------------------
SECTION 20.01 Landlord and Tenant each represent to the other that each has
-------------
dealt with XXXXXX X. XXXXXX & CO. in connection with this Lease, whose
commission shall be paid by Landlord pursuant to a separate commission
agreement. Landlord and Tenant agree that if any claims should be made for
commissions by any other broker by reason of any acts of the other party, or
their representatives, each will indemnify and save harmless the other from any
and all claims, demands, losses, liabilities, judgments, costs, expenses,
attorney fees or other damages incurred in connection therewith.
ARTICLE XXI
SECURITY DEPOSIT
----------------
SECTION 21.01 Upon the signing of this Lease, Tenant shall deposit with Landlord
-------------
a sum of money equal to one (1) months rent ($1,667.00) to be held by Landlord
as security for the payment of any rent and any other sums of money payable by
Tenant under this Lease, and for the faithful performance of all covenants of
Tenant hereunder. The amount of such security deposit shall be refunded to
Tenant after termination of the term of this Lease, provided Tenant shall have
made all such payments and performed all such covenants. Landlord shall be
entitled to any interest earned on the security deposit. Upon any default by
Tenant hereunder, all or part of such security deposit may, at Landlord's
option, be applied on account of such default, and thereafter Tenant shall
restore the resulting deficiency in such security deposit to any purchaser of
Landlord's interest in the Demised Premises, in the event that such interest be
sold, and thereupon Landlord shall be discharged from any further liability with
respect to such security deposit, and Tenant agrees to look solely to such
purchaser for return of such security deposit.
ARTICLE XXII
HOLDOVER TENANCY
----------------
SECTION 22.01 If Tenant holds over in the Demised Premises beyond the
-------------
termination date of this Lease or prior expiration of the term hereof, Tenant
shall become a tenant from month to month at two times the rent then payable
hereunder and otherwise upon all the other terms and conditions of this Lease,
and shall continue to be such month to month tenant until such tenancy shall be
terminated by Landlord or such possession shall cease. Nothing contained in this
Lease shall be construed as a consent by Landlord to the occupancy or possession
by Tenant of the Demised Premises beyond the termination date or prior
expiration of the term hereof, and Landlord upon the termination date or prior
expiration of the term hereof shall be entitled to the benefit of all legal
remedies that now may be enforced or may hereafter be enacted for repossession
of the Demised Premises.
ARTICLE XXIII
MANNER OF USE OF PREMISES
-------------------------
SECTION 23.01 The Tenant agrees that during the term of this Lease it will
-------------
devote the entire premises to the business of the Tenant and that it will
diligently and assiduously conduct its business at all times in a high-class and
reputable manner, utilizing a stock of merchandise of such size, character,
quality and quantity as may be reasonably required for the operation and conduct
of the business of the Tenant herein referred to. Tenant agrees that it will not
place or maintain any merchandise or other articles in the vestibule or entry of
the premises or on the sidewalks adjacent thereto or elsewhere on the exterior
thereof.
12
ARTICLE XXIV
SNOW AND ICE ON SIDEWALKS
-------------------------
SECTION 24.01 Tenant to be responsible for snow and ice removal from sidewalk.
-------------
ARTICLE XXV
MAINTENANCE AND TRASH
---------------------
SECTION 25.01 It shall be the Tenant's responsibility to keep the sidewalk in
-------------
the front of the premises clean from any and all debris, as is required so that
the premises and the environs of the premises will always be in a clean
condition. The Landlord will provide dumpsters for trash collection, which cost
will be included under Article Ill Operating, Costs, Impositions, and Additional
Rents. Tenant shall comply with mandatory Recycling Ordinance of the Borough of
Red Bank.
ARTICLE XXVI
SIDEWALK SALES
--------------
SECTION 26.01 Merchandise may be displayed outside the store only on organized
-------------
Borough- wide promotions in which the majority of other merchants participate.
ARTICLE XXVII
SEASONAL MUSIC
--------------
SECTION 27.01 In regard to Section 16.07, Tenant may play seasonal music as long
-------------
as there are no complaints from the other stores and offices owned by Landlord.
ARTICLE XXIII
RENEWAL OPTION
--------------
SECTION 23.01 Tenant to be given two (2), three (3) year renewal options as
-------------
follows:
OPTION ONE
----------
YEAR ONE THROUGH YEAR THREE - TWENTY-FIVE THOUSAND DOLLARS AND ZERO CENTS PER
---------------------------
ANNUM ($25,000.00/ANNUM) OR TWO THOUSAND EIGHTY-THREE DOLLARS AND ZERO CENTS PER
MONTH ($2,083.00/MONTH).
OPTION TWO
----------
YEAR ONE THROUGH YEAR THREE - TWENTY-SEVEN THOUSAND DOLLARS AND ZERO CENTS PER
---------------------------
ANNUM ($27,000.00/ANNUM) OR TWO THOUSAND TWO HUNDRED FIFTY DOLLARS AND ZERO
CENTS PER MONTH ($2,250.00/MONTH).
as long as Tenant is not in default. Exercise of these options to renew the term
of the Lease shall be by written notice from Tenant to Landlord sent no later
than six (6) months prior to the end of the immediate preceding term of the
Lease. The options to renew shall be deemed waived if such notices are not sent.
IN WITNESS WHEREOF, Landlord and Tenant have duly executed and sealed this Lease
or have caused these presents to be executed and their proper corporate seals
have been affixed as of the date and year first above written.
AGREED AND ACCEPTED BY:
CITY CENTRE PLAZA, LLC, LANDLORD
/s/ Xxxx Xxxxxx, Jr. 4/18/02
------------------------------------------------------------
Xxxx Xxxxxx, Jr., Managing Partner Date
TWO RIVER COMMUNITY BANK, TENANT
/s/ Xxxxx X. Xxxxxx, 4/18/02
------------------------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: President & CEO
Date: April 18, 2002
13
RULES AND REGULATIONS
Tenant covenants and agrees:
1. To keep the inside and outside of all glass in the doors and windows of the
Demised Premises clean.
2. To keep all exterior store front surfaces clean.
3. Tenant agrees to replace promptly at its own expense, with glass of like kind
and quality, any plate glass or window glass of the Demised Premises which may
become cracked or broken unless by fire.
4. To keep clean and free from snow, ice, dirt and rubbish the front and rear
outside areas immediately adjoining the Demised Premises, including but not
limited to sidewalks and Tenant's dumpster area.
5. It will not, without the consent in writing of Landlord, place or maintain
any merchandise or other articles in any vestibule or entry of the premises, on
the footwalks adjacent thereto or elsewhere on the exterior thereof.
6. If the Premises Demised to any Tenant becomes infested with vermin or
insects, Tenant, at its sole cost and expense, shall cause its premises to be
exterminated, from time to time, to the satisfaction of Landlord, and shall
employ such exterminators thereof as shall be approved by Landlord.
7. It will not permit undue accumulations of garbage, trash, rubbish and other
refuse, but will remove the same at its expense and will keep such refuse in
rat-proof container, within the interior of the premises until removed. All such
garbage, trash or rubbish removal shall be removed by such persons or companies
as mutually determined by Landlord and Tenant between the hours of 10:00 p.m.
and 9:00 a.m. If the Landlord provides such service directly to the Shopping
Center, Tenant agrees to pay such charges fixed by the Landlord as part of
Tenant's operating expenses.
8. It will not use or permit the use of any objectionable advertising medium,
such as loudspeakers, phonographs, public address systems, sound amplifiers,
radio or broadcasts within the Shopping Center, and in any manner audible or
visible outside the Demised Premises.
9. To keep all mechanical apparatus free of vibration and noise which may be
transmitted beyond the confines of the premises.
10. It will not cause or permit objectionable odors to emanate or be dispelled
from the premises.
11. It will not solicit business in the parking or other common areas, nor
distribute any handbills or other advertising matter to, in or upon any
automobiles parked in the parking area or in any other common areas.
12. To comply with all laws and ordinances and all valid rules and regulations
of governmental authorities and all recommendations of the Fire Underwriters
Rating Bureau, now or hereafter enacted, promulgated or adopted, with respect to
the use or occupancy of the premises by Tenant, provided, however, that Tenant
shall not be required to install a sprinkler system.
13. It will not receive or ship articles of any kind except through the service
facilities provided for that purpose by Landlord, will not permit the parking or
occupancy of space by delivery of vehicles under Tenant's control to interfere
with the use of access-way, any driveway, walk, parking area, mall or other
common area in the Shopping Center, directly in front of Tenant's premises or
any portion of the common area, unless such delivery is made between the hours
of 10:00 p.m. and 8:00 a.m. and that no delivery vehicle under Tenant's control
shall be permitted to park for longer than one-half hour under any conditions.
14. It and its employees shall park their cars in those portions of the parking
area designated for that purpose by Landlord. Tenant shall furnish Landlord with
State automobile license numbers assigned to Tenant's car or cars and cars of
its employees within ten (10) days after notice from Landlord, and shall
thereafter notify Landlord of any changes. At Landlord's option, Landlord can
require that Tenant and Tenant's employees not park in the parking lot. Landlord
will exercise its rights in accordance with the foregoing sentence in order to
assure adequate and convenient parking is available to customers of all tenants
in the Shopping Center. If Landlord elects to restrict employees as above
provided, Tenant shall enforce Landlord's requirements with respect to Tenant's
employees. In the even that the Tenant or its employees fail to park their
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cars in designated parking areas as aforesaid, then Landlord shall have the
right to charge Tenant ten dollars ($10.00) per day per car parked in any other
areas other than those designated, after receipt of notice from Landlord of such
parking and Tenant's failure to cure within said ten (10) days.
15. To give prompt written notice of any accident, fire or damage occurring on
or to the Demised Premises.
16. Tenant has the right to install antennas on the roof of the premises,
subject to all governmental approvals and these antennas are not to interfere
with any other tenants of the Landlord.
17. Tenant shall, at all times, maintain an interior temperature in the Demised
Premises which shall never be below 55 degrees Fahrenheit, including but not
limited to, vacations, shutdowns and times when operations cease for any reason.
18. It shall be the Tenant's responsibility to keep the sidewalk in the front of
the premises clean from any and all debris, as is required so that the premises
and the environs of the premises will always be in a clean condition. The Tenant
will provide a dumpster if required and is responsible for having the dumpster
emptied on a timely fashion and is responsible for the maintenance of said
dumpster. Tenant shall comply with mandatory Recycling Ordinance of the Borough
of Red Bank and State of New Jersey.
19. Merchandise may be displayed outside the store only on organized
Borough-wide or City Centre promotions in which the majority of other merchants
participate.
20. Tenant may play seasonal music as long as there are no complaints from the
other stores and offices located at City Centre Plaza.
21. Tenant shall not obstruct sidewalk, entrances and passages, in and about the
building.
22. Tenant assumes full responsibility for protecting its space from theft,
robbery and pilferage which includes keeping doors locked and other means of
entry to the Demised Premises closed.
23. Tenant shall not xxxx in the Demised Premises or otherwise create any
obnoxious odors therein or in the Building or so as to violate any federal,
state or municipal fire or zoning laws, regulations or ordinances, in the
Building, nor shall Tenant use any space in the Demised Premises for living
quarters, whether temporary or permanent. Cooking, from time to time in the
normal course of store promotions, serving coffee and hot cider and use of a
microwave is permitted.
24. Plumbing facilities shall not be used for any purpose other than those for
which they were constructed; and no sweeping, rubbish, ashes, newspaper or other
substances of any kind shall be thrown into them.
25. At Landlord's option, Landlord can require that employees of Tenant (a) park
in designated spaces located in the parking lot and not in any other area of the
parking lot or (b) not park in the parking lot. Landlord will exercise its right
in accordance with the foregoing sentence in order to assure that adequate and
convenient parking is available to customers of all tenants in the Shopping
Center. If Landlord elects to restrict employees as above provided, Tenant shall
enforce Landlord's requirements with respect to Tenant's employees.
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SCHEDULE A
[MAP]
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SCHEDULE C
ADDITIONAL RESTRICTIONS ON TENANT'S USE
Tenant is prohibited from providing the following services or
selling/leasing the following merchandise:
1. Operate a health and/or beauty aid store or pharmacy or authorize or
permit the sale of health and/or beauty aids and prescription drugs; provided,
however, as to health and beauty aid only, this exclusive shall not restrict the
minor, incidental sale of same by other tenant sin the Shopping Center.
2. Sale of donuts, pastry or coffee, or operation of donut store or store
whose primary business is sale of coffee.
3. Operation of a bagel store.
4. Operation of a sandwich shop.
5. Operation of a beauty shop.
6. Operation of a Chinese restaurant.
7. Operation of a Chicken and Ribs restaurant
8. Operation of a print shop.
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SCHEDULE D
LANDLORD'S WORK
Tenant agrees to take the premises in an "as is" condition
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[MAP]
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