EXHIBIT 10.6
LEASE AGREEMENT
Business and Commercial
This Lease Agreement is made on June 22, 2001
BETWEEN:
XXXXX XXXXXXXXXX
whose address is: 00 Xxxx Xxxxxx, Xxxxxxxxxx, XX 00000
herein designated as the "Landlord,"
AND
MONMOUTH COMMUNITY BANK, N.A.
whose address is 000 Xxxxxx Xxxxxx, X.X. Xxx 000, Xxxx Xxxxxx, XX 00000-0000
herein designated as the "Tenant."
1. Premises. The Landlord does hereby lease to the Tenant, and the tenant does
hereby rent from the Landlord, the following described premises:
Land and building located at 000 Xxxxxx Xxxxxx, Xxxxxx Xxxxxx, XX 00000
2. Term. For a term of five (5) years commencing on September 1, 2001, and
ending on August 31, 2006. In the event that Tenant is unable to occupy the
premises as a retail commercial bank by September 1, 2001 due to Landlord's
inability to obtain possession of the premises presently occupied by Fleet bank,
the term of the Lease will begin on the first day of the month subsequent to the
Landlord's obtaining possession of the premises from Fleet Bank, and the annual
rent for the period ending August 31, 2002 will be adjusted accordingly.
3. Use. To be used and occupied only and for no other purpose than the conduct
of a retail banking business. The Tenant shall not, and will not allow others,
to occupy or use the leased premises or any part thereof for any purposes other
than as herein limited, nor for any purpose deemed unlawful or extra hazardous,
on account of fire or other casualty.
4. Rent. Subject to the provisions of paragraph 2 above, the Tenant agrees to
pay $360,000.00 as minimum basic rent, to be paid as follows:
A. 09/1/01 to 8/31/2003: $6,000.00 per month;
B. From 09/01/03 to 8/31/06: the rent will be calculated annually in
accordance with the following formula:
$6,000.00 (base rent) x CPI 9/1/03, 9/1/04, 9/1/05, respectively
---------------------------
CPI 9/1/02
The term "CPI" shall mean the Consumer Price Index currently designated as CPI-W
for New York, New York and Northeastern New Jersey presently published by the
United States Department of Labor Bureau of Labor Statistics (1982=100). In the
event such index ceases to exist or is modified, a comparable index shall be
used. In no event will the monthly rent be less than $6,000.00.
All rent is to be paid to Landlord at Landlord's address on the first day of
each month, in advance. The first payment of rent and any security deposit is
due upon the signing of the Lease by the Tenant. The Tenant must pay a late
charge of $300.00 as additional rent for each payment that is more than 10 days
late. This late charge is due with the monthly rent payment. At the signing of
this Lease, Tenant shall pay Landlord the sum of $12,000.00 (non-refundable),
which shall be credited to the rent due on the first month and the last month of
the lease term.
4.1 Net Lease; Rent Absolute. Landlord and Tenant agree (a) that this is a
triple net lease, (b) that tenant, accordingly, shall be responsible for all
obligations which are normally imposed on the owner of real estate with respect
to the Premises which may accrue during the term including, without limitation,
responsibility for the timely payment of all real estate taxes and other
municipal liens, special assessments, insurance premiums and repair, replacement
and maintenance costs and expenses in connection therewith (except as expressly
designated herein as the Landlord's responsibility; and (c) the Rent and all
payments to be made to Landlord are to be net to Landlord, without deductions or
offsets of any kind or nature whatsoever. In no event shall there be any
abatement or reduction in the Rent except as may otherwise be specifically
provided in this Lease.
5. Option to Extend. Provided that Tenant is not in default of its obligations
under this Lease, Tenant shall have the option to extend this Lease for three
(3) successive five (5) year terms commencing on September 1, 2006 and ending
August 31, 2011, and on September 1, 2011 and ending August 31, 2016, and
September 1, 2016 and ending August 31, 2021, respectively. The rent during each
year of the renewal term shall be computed annually in the same manner as rent
is calculated in paragraph 4B above, with the CPI adjustment being determined as
of September 1st of each year of the renewal term as compared with the CPI in
effect on September 1, 2002. Tenant shall exercise this right to extend by
sending written notice to Landlord no later than 360 days prior to the
expiration of each term. If Tenant has not notified Landlord of its intent to
exercise its right to extend by the applicable time period set forth above,
Landlord shall notify tenant of its failure to exercise its right, and Tenant
shall have fifteen (15) calendar days following its receipt of such notice in
which to notify Landlord of its intent to exercise the term. If Tenant does not
so notify Landlord, Tenant's right to extend shall be deemed waived and of no
further force and effect.
6. Repairs and Care. Tenant has examined the premises and has entered into this
Lease without any representation on the part of the Landlord as to the condition
thereof. The Tenant shall take good care of the premises and shall at the
Tenant's own cost and expense, make all repairs, including painting, decorating,
and shall maintain the premises in good condition and state of repair, and at
the end or other expiration of the term hereof, shall deliver up the rented
premises in good order and condition, wear and tear from the reasonable use
thereof, and damage by the elements not resulting from the neglect or fault of
the Tenant, excepted. The Tenant shall neither encumber nor obstruct the
sidewalks, driveways, yards, entrances, hallways and stairs, but shall keep and
maintain the same in a clean condition, free from debris, trash, refuse, snow
and ice. Tenant shall be responsible for the maintenance and repair of parking
lot surface and
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shall keep same in safe condition. Tenant will specifically be responsible for
the repair and regular maintenance of the heating and air conditioning system.
The term "repair" shall mean the improvement or replacement of any item that is
no longer useful because of wear, tear, damage, or otherwise.
6.1 Landlords Responsibility. Notwithstanding the provisions of the previous
paragraph, Landlord expressly agrees that prior to the commencement of the Term
it will, at its cost and expense, install a new flat roof and replace the
shingle portion of the roof of the premises and maintain same for a period not
to exceed ten (10) years from the date of the Lease commencement. In addition,
for a period of ten (10) years from Lease Commencement, Landlord shall be
responsible for the repair of the load-bearing portion of the building,
excluding the portion of the structure utilized for drive-through banking.
Tenant agrees to give Landlord prompt written notice of any condition that
requires repair. After the ten (10) year period, tenant shall assume exclusive
responsibility for the repair and maintenance of the roof and load-bearing
structure.
7. Alternations and Improvements. No alterations, additions or improvements
shall be made, and no climate regulating, air conditioning, cooling or heating
system, television or radio antennas, heavy equipment, apparatus and fixtures,
except those which are customary in a retail banking facility (excluding
modifications or additions to the existing drive-through banking facility),
shall be installed in or attached to the leased premises, without the written
consent of the Landlord. Unless otherwise provided herein, all such alterations,
etc., when made, installed in or attached to the said premises, shall belong to
and become property of the Landlord and shall be surrendered with the premises
and as part thereof upon the expiration or sooner termination of this Lease,
without hindrance, molestation, or injury. Any construction work must be
performed strictly in accordance with applicable law and building codes, at
Tenant's sole cost and expense.
8. Signs. Any signs permitted by the Landlord shall at all times conform with
all municipal ordinances or other laws and regulations applicable thereto.
Landlord represents that the existing signs for the rental space are acceptable.
9. Utilities. The Tenant shall pay when due all the rents or charges for water,
sewer and other utilities used by the Tenant, which are or may be assessed or
imposed upon the lease premises or charged to the Landlord by the suppliers
thereof during the term hereof, and if not paid, such rents or charges shall be
added to and become payable as additional rent with the installment of rent next
due or within 15 days of demand therefor, whichever occurs sooner.
10. Compliance with Laws, etc. The Tenant shall promptly comply with all laws,
ordinances, rules, regulations, requirements and directives of all governmental
or public authorities and of all their subdivisions, applicable to and affecting
the said premises, their use and occupancy, and shall promptly comply with all
orders, regulations, requirements and directives of the Board of Fire
Underwriters for similar authority and of any insurance companies which have
issued or are about to issue policies of insurance covering the said premises
and its contents, for the prevention of fire or other casualty, damage or
injury, at the Tenant's own cost and expense.
11. Assignment. The Tenant shall not, without the written consent of the
Landlord, assign, mortgage or hypothecate this Lease, nor sublet or sublease the
premises or any part thereof. Landlord will not unreasonably withhold its
consent to an assignment to another banking institution, provided that the use
of the premises continues as a retail banking business.
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12. Hazard Insurance. Tenant shall obtain and pay for adequate hazard insurance
with extended coverage naming Landlord as an additional insured. Tenant shall
deliver a copy of the policy of insurance to the Landlord together with evidence
of the payment of the premiums therefore, not less than fifteen days prior to
the commencement of the term or when the Tenant shall enter into possession
whichever occurs sooner. If for any reason it shall be impossible to obtain fire
and other hazard insurance on the buildings and improvements on the leased
premises, in the amount and in the form and in the insurance companies
acceptable the Landlord, the Landlord may, at any time, terminate this Lease,
upon giving to the Tenant fifteen (15) days' notice in writing of the Landlord's
intention to do so. Upon giving of such notice, this Lease shall terminate.
13. Liability Insurance. The Tenant, at Tenant's own cost and expense, shall
obtain or provide and keep in full force for the benefit of the Landlord, during
the term hereof; Comprehensive Liability Insurance, insuring the Landlord
against any and all liability or claims of liability arising out of, occasioned
by or resulting from any accident or otherwise in or about the leased premises,
for injuries to any person or persons, for limits of not less than $1,000,000.00
per occurrence and $2,000,000.00 aggregate basis for the term of the lease,
together with umbrella coverage of $10,000,000.00. In addition, tenant will
maintain Workers Compensation insurance with Coverage Two limits of not less
than $100,000.00/$100,000.00/$500,000.00, together with umbrella coverage of
$10,000,000.00. The policy or policies of insurance shall be of a company or
companies authorized to do business in this State and shall be delivered to the
Landlord, together with evidence of the payment of the premiums therefore, not
less than fifteen days prior to the commencement of the term or when the Tenant
shall enter into possession, whichever occurs sooner.
14. Indemnification. The Tenant will indemnify and save harmless Landlord from
and against any and all loss, cost (including attorney's fees), damages, expense
and liability (including statutory liability and liability under workers
compensation laws) in connection with claims for damages as a result of death or
injury of any person or property damage to any property sustained by Tenant or
all other persons which arise from or in any manner grow out of any act or
neglect on or about the Camp by Tenant, Tenant's partners, agents, employees,
customers, invitees, contractors and subcontractors.
15. Mortgage Priority. This Lease shall not be a lien against the said premises
with respect to any mortgages that may hereafter be placed upon said premises.
The recording of such mortgages shall have preference and be superior and prior
in lien to this Lease, irrespective of the date of recording. The Tenant agrees
to execute any instruments, without cost, which may be deemed necessary, to
further effect the subordination of this Lease to any such mortgages. A refusal
by the Tenant to execute such instruments is a violation and shall entitle the
Landlord to cancel this Lease.
16. Fire and Other Casualty. Except as otherwise specifically provided herein,
damage to or destruction of any portion nor all of the building and other
improvements located upon the premises by fire, the elements, or other casualty,
whether with or without fault of the Tenant shall not result in a termination of
this Lease or entitle Tenant to surrender the premises or entitle the Tenant to
any abatement of or reduction in the rent payable, or otherwise affect the
respective obligation of the parties hereto, any present or future law to the
contrary notwithstanding.
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17. Reimbursement of Landlord. If the Tenant shall fail or refuse to comply with
any of the terms and conditions of this Lease, the Landlord may carry out and
perform such conditions at the cost and expense of the Tenant, which amounts
shall be payable on demand to the Landlord as additional rent. In the event such
payment is not made within thirty (30) days after demand therefor, Tenant shall
pay Landlord interest at the rate of eighteen (18%) percent per annum. This
remedy shall be in addition to such other remedies as the Landlord may have by
reason of the breach by the Tenant of any of the terms and conditions of this
Lease.
18. Inspection and Repair. The Tenant agrees that the Landlord and the
Landlord's agents, employees or other representatives, shall have the right to
enter into and upon the said premises or any part thereof, at all reasonable
hours, for the purpose of examining the same or making such repairs or
alterations therein as may be necessary for the safety and preservation thereof.
Landlord agrees to coordinate with Tenant to insure that Tenant's operations are
not necessarily disrupted. This clause shall not be deemed to be a covenant by
the Landlord nor be construed to create an obligation on the part of the
Landlord to make such inspection or repairs.
19. Right to Exhibit. The Tenant agrees to permit the Landlord and the
Landlord's agents, employees or other, after twelve (12) months next preceding
the expiration of the term hereof, to place notices on the front of said
premises or any part thereof, offering the premises for rent or for sale; and
the Tenant hereby agrees to permit the same to remain thereon without hindrance
or molestation.
20. Removal of Tenant's Property. Any equipment, fixtures, goods or other
property of the Tenant, not removed by the Tenant upon the termination of this
Lease, or upon any quitting, vacating or abandonment of the premises by the
Tenant, or upon the Tenant's eviction, shall be considered as abandoned and the
Landlord shall have the right, without any notice to the Tenant, to sell or
otherwise dispose of the same, at the expense of the Tenant, and shall not be
accountable to the Tenant for any part of the proceeds of such sale, if any.
21. Tenant's Default. Tenant shall be in default in the event Rent is not paid
within ten (10) days after the date due. In the case of non-monetary defaults,
Tenant will be in default in the event that it fails to cure any such default
after twenty (20) days' prior written notice by Landlord.
22. Remedies Upon Tenant's Default. If there should occur any default on the
part of the Tenant in the performance of any conditions and covenants herein
contained, or if during the term hereof the premises or any part thereof shall
be or become abandoned or deserted, vacated or vacant, or should the Tenant be
evicted, the Landlord, in addition to any other remedies herein contained or as
may be permitted by law, may either by force or otherwise, without being liable
for prosecution therefor, or for damages, re-enter, possess and enjoy the said
premises. The Landlord may then re-let the premises and receive the rents
therefor and apply the same, first to the payment of such expenses, reasonable
attorney fees and costs, as the Landlord may have been put to in re-entering and
repossessing the same in making such repairs and alterations as may be
necessary; and second to the payment of the rents due hereunder. The Tenant
shall remain liable for such rents as may be in arrears and also the rents a may
accrue subsequent to the re-entry by the Landlord, to the extent of the
difference between the rents reserved hereunder and the rents, if any, received
by the Landlord during the remainder of the unexpired term hereof, after
deducting the aforementioned expenses, fees and costs; the same to be paid as
such deficiencies arise and are ascertained each month.
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23. Termination on Default. If any of the contingencies set forth in the
preceding clause occur, or should the tenant be adjudicated as bankrupt,
insolvent or placed in receivership, or should proceedings be instituted by or
against the Tenant for bankruptcy, insolvency, receivership, agreement of
composition or assignment for the benefit of creditors, or if this Lease or the
estate of the Tenant hereunder shall pass to another by virtue of any court
proceedings, writ of execution, levy sale, or by operation of law, the Landlord
may, at any time thereafter, terminate this Lease and the term hereof, upon
giving to the Tenant, five (5) days' notice in writing, of the Landlord's
intention so to do. Upon the giving of such notice, this Lease and the term
hereof shall end on the date fixed in such notice as if the said date was the
date originally fixed in this Lease for the expiration hereof; and the Landlord
shall have the right to remove all persons, goods, fixtures and chattels there
from, by force or otherwise, without liability for damage.
24. Non-Liability of Landlord. The Landlord shall not be liable for any damage
or injury which may be sustained by the tenant or any other person, as a
consequence of the failure, breakage, leakage or obstruction of the water,
plumbing, steam, sewer, waste or soil pipes, roof, drains, leaders, gutters,
valleys, downspouts or the like or of the electrical, gas, power conveyor,
refrigeration, sprinkler, air-conditioning or heating systems, elevators or
hoisting equipment; or by reason of the elements; or resulting from the
carelessness, negligence or improper conduct on the part of any other Tenant or
of the Landlord or the Landlord's or this or any other Tenant's agents,
employees, guests, licensees, invitees, subtenants, assignees or successors; or
attributable to any interference with, interruption of, or failure beyond the
control of the Landlord, of any services to be furnished or supplied by the
Landlord.
25. Liens. If any mechanic's, construction or other liens shall be created or
filed against the leased premises by reason of labor performed or materials
furnished for the Tenant in the erection, construction, completion, alteration,
repair or addition to any building or improvement, the Tenant shall upon demand,
at the Tenant's own cost and expense, cause such lien or liens to be satisfied
and discharged of record together with any lien claims that may have been filed.
Failure so to do, shall entitle the Landlord to resort to such remedies as are
provided herein in the case of any default of this Lease, in addition to such as
are permitted by law.
26. Waiver of Subrogation Rights. The Tenant waives all rights of recovery
against the Landlord or Landlord's agents, employees or other representatives,
for any loss, damages or injury of any nature whatsoever to property or persons
for which the Tenant is insured. The Tenant shall obtain from Tenant's insurance
carriers and will deliver to the Landlord, waivers of the subrogation rights
under the respective policies.
27. Security. The Tenant has this day deposited with the Landlord the sum of $
00.00 as security for the payment of the rent hereunder and the full and
faithful performance by the Tenant of the covenants and conditions on the part
of the Tenant to be performed. Said sum shall be returned to the Tenant, without
interest, after the expiration of the term hereof, provided that the Tenant has
fully and faithfully performed all such covenants and conditions and is not in
arrears in rent. During the term hereof, the Landlord may, if the Landlord so
elects, have recourse to such security, to make good any default by the Tenant,
in which the Tenant shall, on demand, promptly restore said security to its
original amount. The Landlord shall assign or transfer said security, for the
benefit of the Tenant, to any subsequent owner or holder of the reversion of
title to said premises, in which case the assignee shall become liable for the
repayment thereof as herein provided, and the assignor shall be released by the
Tenant from all liability to return such security. This provision shall be
applicable to every change in title and
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does not permit the Landlord to retain the security after termination of the
Landlord's ownership. The Tenant shall not mortgage, encumber or assign said
security without the written consent of the Landlord.
28. Condemnation. If the lease premises or any part thereof or any part of the
building are taken by virtue of eminent domain or there is a change in grade of
any street or highway, any of the foregoing of which shall materially affect
Tenant's use of the premises, this Lease will terminate on the date title to the
premises vests in the public entity pursuant to such taking, and the rent and
any additional sums due under this lease shall be pro-rated as of said date.
29. Non-Waiver by Landlord. The various rights, remedies, options and elections
of the Landlord, expressed herein, are cumulative. The failure of the Landlord
to enforce strict performance by the tenant of the conditions and covenants of
this Lease or to exercise any election or option, or to resort or have recourse
to any remedy herein conferred or the acceptance by the Landlord of any
installment of rent after any breach by the Tenant, in any one or more
instances, shall not be construed or deemed to be a waiver or a relinquishment
for the future by the Landlord of any such conditions and covenants, options,
elections or remedies, but the same shall continue in full force and effect.
30. Non-Performance by Landlord. This Lease and the obligation of the Tenant to
pay the rent hereunder and to comply with the covenants and conditions hereof,
shall not be affected, curtailed, impaired or excused because of the Landlord's
inability to supply any service or material called for herein, by reason of any
rule, order, regulation or preemption by any governmental entity, authority,
department, agency or subdivision or for any delay which may arise by reason of
negotiations for the adjustment of any fire or casualty loss or because of
strikes or other labor trouble or for any cause beyond the control of the
Landlord.
31. Title and Quiet Enjoyment. The Landlord covenants and represents that the
Landlord is the owner of the premises herein leased and has the right and
authority to enter into, execute and deliver this Lease; and does further
covenant that the Tenant on paying the rent and performing the conditions and
covenants herein contained, shall and may peaceably and quietly have, hold and
enjoy the leased premises for the term aforementioned.
32. Condition Precedent. This Lease agreement and Tenant's obligations to
perform hereunder shall be conditioned to Tenant's obtaining all regulatory
approvals from any governmental agencies on or before August 26, 2001. If,
despite tenant's diligence, no approval is obtained by October 31, 2001, either
party may terminate this Lease. Tenant represents that it has determined that
the proposed use of the premises does not violate any zoning or development
ordinance or regulation and that no municipal approvals are necessary for the
proposed use of the premises.
33. Validity of Lease. The terms, conditions, covenants and provisions of this
Lease shall be deemed to be severable. If any clause or provision herein
contained shall be adjudged to be invalid or unenforceable by a court of
competent jurisdiction or by operation of any applicable law, it shall not
affect the validity of any other clause or provision herein, but such other
clauses or provisions shall remain in full force and effect.
34. Notices. All notices required under the terms of this Lease shall be given
and shall be completed by mailing such notices by certified or registered mail,
return receipt requested, to the
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address of the parties as shown at the head of this Lease, or to such other
address as may be designated in writing, which notice of change of address shall
be given in the same manner.
35. Entire Contract. This Lease contains the entire contract between the
parties. No representative, agent or employee of the Landlord has been
authorized to make any representations or promises with reference to the within
letting or vary, alter or modify the terms hereof. No additions, changes or
modifications, renewals or extensions hereof, shall be binding unless reduced to
writing and signed by the Landlord and the Tenant.
36. Conformation with Laws and Regulations. The Landlord may pursue the relief
or remedy sought in any invalid clause, by conforming the said clause with the
provisions of the statutes or the regulations of any governmental agency as if
the particular provisions of the applicable statutes or regulations were set
forth herein at length.
37. Number and Gender. In all references herein to any parties, persons,
entities or corporations the use of any particular gender or the plural or
singular number is intended to include the appropriate gender or number as the
text may require. All the terms, covenants and conditions herein contained shall
be for and shall inure to the benefit of and shall bind the respective parties
hereto, and their heirs, executors, administrators, personal or legal
representatives, successors and assigns.
IN WITNESS WHEREOF, the parties have set their hands and seal, or caused
these presents to be signed by their proper corporate officers and their proper
corporate seal to be hereto affixed, the day and year first above written.
Witnessed or Attested by
/s/ Xxxxxx Xxxxxxxx /s/ Xxxx Xxxxxxxxxx
-------------------------- ----------------------------
BY: XXXX XXXXXXXXXX
Manager Landlord
ATTEST: MONMOUTH COMMUNITY BANK,
N.A., Tenant
/s/ Xxxxx X. Xxxxxx /s/ Xxxxx Xxxxxxx
-------------------------- ----------------------------
Xxxxx X. Xxxxxx, Assistant Secretary XXXXX XXXXXXX, Chairman and CEO
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