EXHIBIT 10.1
THIS LEASE, dated the 31st day of March 1998
Between HILTON REALTY CO. OF PRINCETON
000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx 00000
hereinafter referred to as the Landlord, and
Parties YARDVILLE NATIONAL BANK
0000 Xxxxxxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
hereinafter referred to as the Tenant,
WITNESSETH: That the Landlord hereby demises and leases unto
the Tenant, and the Tenant hereby hires and takes from the
Landlord for the term and upon the rentals hereinafter
specified, the premises described as follows, situated in the
Township of Hopewell County of Xxxxxx and State of New Jersey.
Space consisting of 1,432 square feet using exterior
dimensions* and being located in the Pennington Shopping
Center on the southeast corner of Xxxxx 00 xxx Xxxx Xxxxxxxx
Xxxxxx. *See Paragraph 55th of Addendum "A" to Lease.
Premises
SEE ADDENDUM "B" FOR LOCATION OUTLINED IN RED.
Term The term of this demise shall be for five (5) years
beginning on or about May 1, 1998 and ending on or about April
30, 2003. See Paragraph 50th of Addendum "A" to Lease.
Rent The rent for the demised term shall be ONE HUNDRED TEN
THOUSAND AND NINE HUNDRED SEVENTY-NINE AND 96/100 DOLLARS ----
($110,979.96), which shall accrue at the yearly rate of
$20,763.96 for the first lease year;
$21,480.00 for the second lease year;
$22,196.04 for the third lease year;
$22,911.96 for the fourth lease year;
$23,628.00 for the fifth lease year.
The said rent is to be payable monthly in advance on the
first day of each calendar month for the term hereof, in
installments as follows:
Payment $1,730.33 per month for the first lease year;
of Rent $1,790.00 per month for the second lease year;
$1,849.67 per month for the third lease year;
$1,909.33 per month for the fourth lease year;
$1,969.00 per month for the fifth lease year.
at the office of Hilton Realty Co. of Princeton, 000 Xxxxxx
Xxxxxx, Xxxxxxxxx, XX 00000 or as may be otherwise directed by
the Landlord in writing.
THE ABOVE LETTING IS UPON THE FOLLOWING CONDITIONS:
Peaceful First. -- The Landlord covenants that the Tenant, on
Possession paying the said rental and performing the covenants and
conditions in this Lease contained, shall and may peaceably
and quietly have, hold and enjoy the demised premises for the
term aforesaid.
Purpose Second. -- The Tenant covenants and agrees to use the
demised premises as a bank and agrees not to use or permit the
premises to be used for any other purpose without the prior
written consent of the Landlord endorsed hereon.
Third. -- The Tenant shall, without any previous demand
Default in therefor, pay to the Landlord, or its agent, the said rent at
Payment of the times and in the manner above provided. In the event of
Rent the non-payment of said rent, or any installment thereof, at
the times and in the manner above provided, and if the same
shall remain in default for ten days after becoming due, of if
the Tenant shall be dispossessed for non-payment of rent, or
if the leased premises shall be deserted or vacated, the
Landlord or its agents shall have the right to and may enter
Abandonment the said premises as the agent of the Tenant, either by force
of Premises or otherwise, without being liable for any prosecution or
damages therefor, and may relet the premises as the agent of
the Tenant, and receive the rent therefor, upon such terms as
shall be satisfactory to the Landlord, and all rights of the
Re-entry and Tenant to repossess the premises under this lease shall be
Reletting by forfeited. Such re-entry by the Landlord shall not operate to
Landlord release the Tenant from any rent to be paid or covenants to be
performed hereunder during the full term of this lease. For
the purpose of reletting, the Landlord shall be authorized to
make such repairs or alterations in or to the leased premises
as may be necessary to place the same in good order and
condition. The Tenant shall be liable to the Landlord for the
cost of such repairs or alterations, and all expenses of such
reletting. If the sum realized or to be realized from the
reletting is insufficient to satisfy the monthly or term rent
Tenant Liable provided in this lease, the Landlord, at its option, may
for Deficiency require the Tenant to pay such deficiency month by month, or
may hold the Tenant in advance for the entire deficiency to be
realized during the term of the reletting. The Tenant shall
not be entitled to any surplus accruing as a result of the
reletting. The Landlord is hereby granted a lien, in addition
Lien of to any statutory lien or right to distrain that may exist, on
Landlord to all personal property of the Tenant in or upon the demised
Secure premises, to secure payment of the rent and performance of the
covenants and conditions of this lease. The Landlord shall
have the right, as agent of the Tenant, to take possession of
any furniture, fixtures or other personal property of the
Tenant found in or about the premises, and sell the same at
public or private sale and to apply the proceeds thereof to
the payment of any monies becoming due under this lease, the
Tenant hereby waiving the benefit of all laws exempting
Performance property from execution, levy and sale on distress or
Attorney's Fees judgment. The Tenant agrees to pay, as additional rent, all
attorney's fees and other expenses incurred by the Landlord in
enforcing any of the obligations under this lease.
Sub-letting and Fourth. -- The Tenant shall not sub-let the demised
Assignment premises nor any portion thereof, nor shall this lease be
assigned by the Tenant without the prior written consent of
the Landlord endorsed hereon, which consent shall not be
unreasonably withheld.
Condition of Fifth. -- The Tenant has examined the demised premises, and
Premises, accepts them in their present condition (except as otherwise
Repair expressly provided herein) and without any representations on
the part of the Landlord or its agents as to the present
or future condition of the said premises. The Tenant shall
keep the demised premises in good condition, and shall
redecorate, paint and renovate the said premises as may be
necessary to keep them in repair and good appearance. The
Tenant shall quit and surrender the premises at the end of the
demised term in as good condition as the reasonable use
thereof will permit. The Tenant shall not make any
alterations, additions, or improvements to said premises
without the
Alterations and prior written consent of the Landlord. All erections,
Improvements alterations and improvements, whether temporary or
permanent in character, which may be made upon the
premises either by the Landlord or the Tenant, except
furniture or movable trade fixtures installed at the
expense of the Tenant, shall be the property of the
Landlord and shall remain upon and be surrendered with the
premises as a part thereof at the termination of this
Sanitation, Lease, without compensation to the Tenant. The Tenant
Inflammable further agrees to keep said premises and all parts thereof
Materials in a clean and sanitary condition and free from trash,
inflammable material and other objectionable matter. If
this lease covers premises, all or a part of which are on
Sidewalks the ground floor, the Tenant further agrees to keep the
sidewalks in front of such ground floor portion of the
demised premises clean and free of obstructions, snow
and ice.
Mechanics' Sixth.--In the event that any mechanics' lien is
Liens filed against the premises as a result of alterations,
additions or improvements made by the Tenant, the Landlord,
at its option, after thirty days' notice to the Tenant, may
terminate this lease and may pay the said lien, without
inquiring into the validity thereof, and the Tenant shall
forthwith reimburse the Landlord the total expense incurred
by the Landlord in discharging the said lien, as additional
rent hereunder.
Glass Seventh.--The Tenant agrees to replace at the
Tenant's expense any and all glass which may become broken
in and on the demised premises. Plate glass and mirrors, if
any, shall be insured by the Tenant at their full insurable
value in a company satisfactory to the Landlord. Said policy
shall be of the full premium type, and shall be deposited
with the Landlord or its agent.
Liability of Eighth.--The Landlord shall not be responsible for
Landlord the loss of or damage to property, or injury to persons,
occurring in or about the demised premises, by reason of any
existing or future condition, defect, matter or thing in
said demised premises or the property of which the premises
are a part, or for the acts, omissions or negligence of
other persons or tenants in and about the said property. The
Tenant agrees to indemnify and save the Landlord harmless
from all claims and liability for losses of or damage to
property, or injuries to persons occurring in or about the
demised premises.
Services and Ninth.--Utilities and services furnished to the
Utilities demised premises for the benefit of the Tenant shall be
provided and paid for as follows: water and sewer by the
Tenant; gas by the Tenant; electricity by the Tenant; heat
by the Tenant; refrigeration by the Tenant; hot water by the
Tenant. Electric, gas, equipment maintenance, replacement of
equipment and yearly service of equipment which supplies
heat, air and electric to the demised premises covered by
this lease are to be paid for by the Tenant with no portion
thereof to be reimbursed or paid for by the Landlord. The
Landlord shall not be liable for any interruption or delay
in any of the above services for any reason.
Right to Inspect Tenth.--The Landlord, or its agents, shall have the
and Exhibit right to enter the demised premises at reasonable hours in
the day or night to examine the same, or to run telephone or
other wires, or to make such repairs, additions or
alterations as it shall deem necessary for the safety,
preservation or restoration of the improvements, or for the
safety or convenience of the occupants or users thereof
(there being no obligation, however, on the part of the
Landlord to make any such repairs, additions or
alterations), or to exhibit the same to prospective
purchasers and put upon the premises a suitable "For Sale"
sign. For three months prior to the expiration of the
demised term, the Landlord, or its agents, may similarly
exhibit the premises to prospective tenants, and may place
the usual "To Let" signs thereon.
Damage by Fire, Eleventh.--In the event of the destruction of the
Explosion, demised premises or the building containing the said
The Elements premises by fire, explosion, the elements or otherwise
or Otherwise during the term hereby created, or previous thereto, or such
partial destruction thereof as to render the premises wholly
untenantable or unfit for occupancy, or should the demised
premises be so badly injured that the same cannot be
repaired within ninety days from the happening of such
injury, then and in such case the term hereby created shall,
at the option of the Landlord, cease and become null and
void from the date of such damage or destruction, and the
Tenant shall immediately surrender said premises and all the
Tenant's interest therein to the Landlord, and shall pay
rent only to the time of such surrender, in which event the
Landlord may re-enter and re-possess the premises thus
discharged from this lease and may remove all parties
therefrom. Should the demised premises be rendered
untenantable and unfit for occupancy, but yet be repairable
within ninety days from the happening of said injury, the
Landlord may enter and repair the same with reasonable
speed, and the rent shall not accrue after said injury or
while repairs are being made, but shall recommence
immediately after said repairs shall be completed. But if
the premises shall be so slightly injured as not to be
rendered untenantable and unfit for occupancy, then the
Landlord agrees to repair the same with reasonable
promptness and in that case the rent accrued and accruing
shall not cease or determine. The Tenant shall immediately
notify the Landlord in case of fire or other damage to the
premises.
Observation Twelfth.--The Tenant agree to observe and comply with
of Laws, the laws, ordinances, rules and regulations of the Federal,
Ordinances, State, County and Municipal authorities applicable to the
Rules and business to be conducted by the Tenant in the demised
Regulations premises. The Tenant agrees not to do or permit anything to
be done in said premises, or keep anything therein, which
will increase the rate of fire insurance premiums on the
improvements or any part thereof, or on property kept
therein, or which will obstruct or interfere with the rights
of other tenants, or conflict with the regulations of the
Fire Department or with any insurance policy upon said
improvements or any part thereof. In the event of any
increase in insurance premiums resulting from the Tenant's
occupancy of the premises, or from any act or omission on
the part of the Tenant, the Tenant agrees to pay said
increase in insurance premiums on the improvements or
contents thereof as additional rent.
Signs Thirteenth.--No sign, advertisement or notice shall
be affixed to or placed upon any part of the demised
premises by the Tenant, except in such manner, and of such
size, design and color as shall be approved in advance in
writing by the Landlord.
Subordination Fourteenth.--This lease is subject and is hereby
to Mortgages subordinated to all present and future mortgages, deeds of
and Deeds trust and other encumbrances affecting the demised premises
of Trust or the property of which said premises are a part. The
Tenant agrees to execute, at no expense to the Landlord, any
instrument which may be deemed necessary or desirable by the
Landlord to further effect the subordination of this lease
to any such mortgage, deed of trust or encumbrance.
Sale of Fifteenth.--
Premises
Rules and Sixteenth.--The rules and regulations regarding the
Regulations of demised premises, affixed to this lease, if any, as well as
Landlord any other and further reasonable rules and regulations which
shall be made by the Landlord, shall be observed by the
Tenant and the Tenant's employees, agents and customers. The
Landlord reserves the right to rescind any presently
existing rules applicable to the demised premises, and to
make such other and further reasonable rules and regulations
as, in its judgment, may from time to time be desirable for
the safety, care and cleanliness of the premises, and for
the preservation of good order therein, which rules, when so
make and notice thereof given to the Tenant, shall have the
same force and effect as if originally made a part of this
lease. Such other and further rules shall not, however, be
inconsistent with the proper and rightful enjoyment by the
Tenant of the demised premises.
Violation of Seventeenth.--In case of violation by the Tenant of
Covenants, any of the covenants, agreements and conditions of this
Forfeiture of lease, or of the rules and regulations now or hereafter to
Lease, Re-entry be reasonably established by the Landlord, and upon failure
by Landlord to discontinue such violation within ten days after notice
thereof given to the Tenant, this lease shall thenceforth,
at the option of the Landlord, become null and void, and the
Landlord may re-enter without further notice or demand. The
rent in such case shall become due, be apportioned and paid
on and up to the day of such re-entry, and the Tenant shall
be liable for all loss or damage resulting from such
Non-waiver violation as aforesaid. No waiver by the Landlord of any
of Breach violation or breach of condition by the Tenant shall
constitute or be construed as a waiver of any other
violation or breach of condition, nor shall lapse of time
after breach of condition by the Tenant before the Landlord
shall exercise its option under this paragraph operate to
defeat the right of the Landlord to declare this lease null
and void and to re-enter upon the demised premises after the
said breach or violation.
Notices Eighteenth.--All notices and demands, legal or otherwise,
incidental to this lease, or the occupation of the demised
premises, shall be in writing. If the Landlord or its agent
desires to give or serve upon the Tenant any notice or
demand, it shall be sufficient to send a copy thereof by
registered mail, addressed to the Tenant at the demised
premises, or to leave a copy thereof with a person of
suitable age found on the premises, or to post a copy
thereof upon the door to said premises. Notices from the
Tenant to the Landlord shall be sent by registered mail or
delivered to the Landlord at the place hereinbefore
designated for the payment of rent, or to such party or
place as the Landlord may from time to time designate in
writing.
Bankruptcy, Nineteenth.--It is further agreed that if at any time
Insolvency, during the term of this lease the Tenant shall make any
Assignment for assignment for the benefit of creditors, or be decreed
Benefit of insolvent or bankrupt according to law, or if a receiver
Creditors shall be appointed for the Tenant, then the Landlord may,
at its option, terminate this lease, exercise of such option
to be evidenced by notice to that effect served upon the
assignee, receiver, trustee or other person in charge of the
liquidation of the property of the Tenant or the Tenant
estate, but such termination shall not release or discharge
any payment of rent payable hereunder and then accrued, or
any liability then accrued by reason of any agreement or
convenant herein contained on the part of the Tenant, or
the Tenant's legal representatives.
Holding Over Twentieth.--In the event that the Tenant shall remain in
by Tenant the demised premises after the expiration of the term of
this lease without having executed a new written lease with
the Landlord, such holding over shall not constitute a
renewal or extension of this lease. The Landlord may, at its
option, elect to treat the Tenant as one who has not removed
at the end of his term, and thereupon be entitled to all the
remedies against the Tenant provided by law in that
situation, or the Landlord may elect, at its option, to
construe such holding over as a tenancy from month to month,
subject to all the terms and conditions of this lease,
except as to duration thereof, and in that event the
Tenant shall pay monthly rent in advance at two times the
rate provided herein as effective during the and double rent
last month of the demised term.
Eminent Twenty-first.--If the property or any part thereof
Domain, wherein the demised premises are located shall be taken by
Condemnation public or quasi-public authority under any power or eminent
domain or condemnation, this lease, at the option of the
Landlord, shall forthwith terminate and the Tenant shall
have no claim or interest in or to any award of damages for
such taking.
Security Twenty-second.--The Tenant has this day deposited with
the Landlord the sum of $3,460.66 as security for the full
and faithful performance by the Tenant of all the terms,
convenants and conditions of this lease upon the Tenant's
part to be performed, which said sum shall be returned to
the Tenant after the time fixed as the expiration of the
term herein, provided the Tenant has fully and faithfully
carried out all of said terms, covenants and conditions on
Tenant's part to be performed. In the event of a bona fide
sale, subject to this lease, the Landlord shall have the
right to transfer the security to the vendee for the benefit
of the Tenant and the Landlord shall be considered released
by the Tenant from all liability for the return of such
security; and the Tenant agrees to look to the new Landlord
solely for the return of the said security, and it is agreed
that this shall apply to every transfer or assignment made
of the security to a new Landlord. The security deposited
under this lease shall not be mortgaged, assigned or
encumbered by the Tenant without the written consent of the
Landlord.
Arbitration Twenty-third.--Any dispute arising under this lease shall
be settled by arbitration. Then Landlord and Tenant shall
each choose an arbitrator, and the two arbitrators thus
chosen shall select a third arbitrator. The findings and
award of the three arbitrators thus chosen shall be final
and binding on the parties hereto.
Delivery of Twenty-fourth.--No rights are to be conferred upon the
Lease Tenant until this lease has been signed by the Landlord, and
an executed copy of the lease has been delivered to the
Tenant.
Lease Twenty-fifth.--The foregoing rights and remedies are not
Provisions Not intended to be exclusive but as additional to all rights
Exclusive and remedies the Landlord would otherwise have by law.
Lease Binding Twenty-sixth.--All of the terms, convenants and
on Heirs conditions of this lease shall inure to the benefit of and
Successors, Etc. be binding upon the respective heirs, executors,
administrators, successors and assigns of the parties
hereto. However, in the event of the death of the Tenant, if
an individual, the Landlord may, at its option, terminate
this lease by notifying the executor or administrator of the
Tenant at the demised premises.
Twenty-seventh.--This lease and the obligation of Tenant
to pay rent hereunder and perform all of the other covenants
and agreements hereunder on part of Tenant to be performed
shall in nowise be affected, impaired or excused because
Landlord is unable to supply or is delayed in supplying any
service expressly or impliedly to be supplied or is unable
to make, or is delayed in making any repairs, additions,
alterations or decorations or is unable to supply or is
delayed in supplying any equipment or fixtures if Landlord
is prevented or delayed from so doing by reason of
governmental preemption in connection with the National
Emergency declared by the President of the United States or
in connection with any rule, order or regulation of any
department or subdivision thereof of any governmental agency
or by reason of the conditions of supply and demand which
have been or are affected by the war.
Twenty-eighth.--This instrument may not be changed
orally.
Twenty-ninth.--See Addendum "A" attached hereto and made
a part hereof.
Thirtieth.--See Addendum "B" and "C" attached hereto and
made a part hereof.
IN WITNESS WHEREOF, the said Parties have hereunto set
their hands and seals the day and year first above written.
Witness: HILTON REALTY CO. OF PRINCETON (SEAL)
-------------------------------------
Landlord
------------------- By __________________________________
Xxxxxxx X. Xxxxx
YARDVILLE NATIONAL BANK (SEAL)
-------------------------------------
Attest: Tenant
------------------- By __________________________________
President/CEO
ADDENDUM "A" TO LEASE
---------------------
BETWEEN: HILTON REALTY CO. OF PRINCETON (LANDLORD)
AND: YARDVILLE NATIONAL BANK (TENANT)
13th - (continued) - The Tenant understands and agrees that he
may display only one sign which will be placed on the space
provided by the Landlord in the sign box. The design, color,
style, and size must be approved by the Landlord and be in
conformity with the now existing signs. It is understood that it
is required that the sign insert be constructed of a bronze
colored face and white letters. The Tenant shall pay the cost of
the sign insert and installation of same. Signs with blinking or
flashing lights will not be permitted. It is further understood
by the Tenant that it shall be his responsibility to obtain all
necessary permits that may or may not be required by the
Township, Borough, or governing body, and that should a variance
be required, then in that event, the Tenant shall pursue using
due diligence in obtaining said variance and shall pay all costs
pertaining to the sign, including application fees, with no
reimbursement whatsoever from the Landlord.
Taxes, 31st - It is understood and agreed that the Tenant will pay
Insurance, any and all real estate taxes or any taxes in the future that
and Common may be considered real estate taxes or sales tax levied on
Area rents based upon the store's square foot area in direct
Maintenance relation to the total floor area of the shopping center. The
Tenant also agrees to pay any and all insurance the Landlord
decides to place upon the property which shall include but not
be limited to fire, liability, boiler, rent insurance, etc. The
total insurance xxxx for the shopping center shall be paid for
on a square footage pro rata basis by the Tenant. Further, the
Tenant agrees to pay for any and all common area maintenance
including but not limited to parking lot and driveway
maintenance (including patching and resurfacing), exterior
maintenance, septic systems maintenance or replacement, snow
removal, electric, lawn and landscape maintenance, maintenance
and management personnel's salaries including payroll taxes, and
all other expenses and capital improvements necessary to
maintain the shopping center in good working order and a
management fee based upon the minimum rent and all additional
rent due under this Lease. The total common area maintenance
amount for the shopping center shall be paid for on a square
footage pro rata basis by the Tenant. The above real estate
taxes, insurance, and common area maintenance charges ("XXX")
will be added to the monthly rental and paid monthly and will be
considered part of that month's rent under the terms of this
lease.
Premises 32nd - It is understood and agreed that the Tenant will
and Area provide for his own janitorial service for the area leased and
Maintenance to obtain and pay for the cost of a dumpster to remove all
trash from the leased premises. The Tenant agrees to clean, keep
in a clean condition, and maintain or replace the windows and
door including aluminum when required. The Tenant further agrees
to clean the sidewalk directly in front of the premises and
remove any snow or ice which may accumulate. Should the Tenant
not maintain the premises or remove the trash, the Landlord is
hereby authorized to do same and add the cost of same plus 25%
to the following month's rent which will be considered part of
that month's rent under the terms of this lease. Tenant will be
given ten (10) days written notice by Landlord in situations
other than emergencies.
ADDENDUM "A" (Continued)
------------------------
Net Lease 33rd - It is understood and agreed that this is a net, net
lease in all respects and further that the Tenant upon vacating
the demised premises will leave the premises as he found them
subject to normal wear and tear.
Roof 34th Landlord and Tenant agree that the roof and exterior
of the demised premises is presently in satisfactory condition.
The Tenant hereby agrees to maintain the above named area and be
responsible for the maintenance, repairs or replacements during
the life of this lease or any options or extensions thereof.
Prior to any repairs, Tenant agrees to notify Landlord of work
to be done and by which roof contractor. Should the Tenant not
repair the roof as needed, then the Landlord has the option of
repairing it and charging the Tenant the cost plus 25%.
Default 35th - Tenant agrees to pay as rent in addition to the minimum
rental herein reserved, any and all sums which may become due by
reason of the failure of Tenant to comply with all the
covenants of this lease and to pay any and all damages, costs
and expenses which the Landlord might suffer or incur by reason
of any default of the Tenant, or failure on his part to comply
with the covenants of this lease. Further, the Tenant agrees to
pay for any and all damages to the demised premises or to any
other portion of the shopping center caused by any act or
neglect of the Tenant or any of his patrons.
Late Charge 36th - It is understood and agreed that a late charge of 5%
of the current month's rent will be paid by the Tenant should
his rent not be received by the Landlord on or before the 5th
day of the month for which the rent covers; further, a second
late charge of 5% of the current month's rent will be paid by
the Tenant if his rent is not received by the 10th day of the
month for which the rent covers; thus making a total of 10% and
the Landlord reserves the right to cancel this lease.
Display of 37th - The Tenant agrees not to display any merchandise on
Merchandise the sidewalk in front of the demised premises.
Certificate 38th - If required by the Township, it is the responsibility
of of the Tenant to obtain the Certificate of Occupancy including
Occupancy any costs thereof. Tenant shall supply to Landlord a copy
of the permanent Certificate of Occupancy.
Fire 39th - Tenant agrees, at its cost, to furnish all required
Extinguishers, fire extinguishers, maintain them and any exit signs for
Exit Signs internal traffic flow in the premises and pay for any
inspection fees and permits for same if required by applicable
government authorities with jurisdiction over the premises.
Games 40th - It is understood and agreed that the Tenant will not
place or cause to be placed any coin operated machines, commonly
known as pin ball or video machines in the demised premises.
Workers' 41st - The Tenant will secure a Workers' Compensation Insurance
Compensation Policy, covering all employees of the Tenant and provide
Insurance the Landlord with a copy thereof. In the event that it is
contemplated that the Tenant shall have no employees, then in
that event, the Tenant will secure a minimum workers'
compensation insurance policy, and provide the Landlord with a
copy thereof.
Sublet 42nd - Tenant will neither assign this lease nor sublet the
premises or any part thereof without the written approval of
2
ADDENDUM "A" (Continued)
------------------------
Landlord not to be unreasonably withheld. If Tenant desires to
assign this lease or to sublet all or part of the premises, it
must, prior to entering into such assignment or sublease, serve
notice upon Landlord of its intention to make such assignment or
subletting which notice will contain (i) the name and address of
the proposed assignee or subtenant, (ii) the full and complete
terms and conditions of the assignment or subletting and in the
case of subletting the exact space to be sublet, (iii) a
financial statement from the proposed assignee or subtenant,
(iv) the nature of the proposed assignee's or subtenant's
business and its proposed use of the premises, and (v) a copy of
plans and specifications for any required alterations to the
premises. If Landlord approves the assignment or sublet, same is
conditioned upon Tenant's delivery to Landlord, in recordable
form and within ten days after its execution, of a duplicate
original of the assignment or sublease and, in the event of an
assignment, an agreement reasonably acceptable to Landlord
wherein the assignee assumes and agrees to keep, observe and
perform all the covenants, conditions and obligations of Tenant
under the lease. Notwithstanding any assignment, sublease or
other occupancy, with or without Landlord's consent, Tenant will
remain primarily liable on this lease unless expressly agreed by
the Landlord to the contrary, in writing. Landlord may require
as a condition to its consent to an assignment or sublease that
the then current rent and any future rent be increased by up to
25%.
Broker 43rd - Tenant agrees that if any claim should be made for
commissions by any broker by reason of any act of Tenant or its
representatives, Tenant will indemnify, defend and hold Landlord
free and harmless from any and all loss, liabilities and
expenses in connection therewith. Landlord will give prompt
notice to Tenant after any such claim is made by any broker.
Tenant will have the right to defend such claim and Landlord
will not pay or settle such claim as long as Tenant is defending
same.
Extermina- 44th - Tenant understands and agrees that he is responsible
tion for ordering and paying the cost of any extermination of bugs
or insects found in the premises.
Assessments 45th - Tenant understands and agrees to pay his pro rata
share of any assessments to the shopping center from any
governmental authority including but not limited to the federal,
state, county or municipal government. It is understood and
agreed that the Tenant is to pay this cost only if the
assessment and work is established after the commencement of
this lease. The pro rata share of the Tenant shall be the
product of (1) the amount of any cost, fee, assessment or other
levy or expenditure as hereinabove recited and (2) a fraction of
the numerator of which is the square footage of the floor area
of the demised premises and the denominator of which is the
total square footage of the floor area in the shopping center as
may be determined from time to time.
Business 46th - The Tenant is obligated to keep the business open from
Operational 9:00 a.m. to 5:00 p.m. six days a week. Should the Tenant
Hours not maintain the minimum hours stated above and after receiving
written notice giving him fifteen (15) days to satisfy the above
terms, the Landlord reserves the right to terminate the lease.
Further, should the premises be closed at any time for more than
ten (10) days, for reasons other than health, or "act of God",
without the written approval of the Landlord, then in that
event, the Landlord reserves the right to cancel this lease, and
the sole obligation of the Landlord
3
ADDENDUM "A" (Continued)
------------------------
is to return the security deposit, if no damage exists, and any
prorated rent if the Tenant had paid in advance.
The above is designed to keep the stores open during the
required hours and is an option granted to the Landlord for the
benefit of the shopping center as well as the Tenants leasing
space in the Center.
Application 47th - All monies received from a Tenant shall be applied
of Monies first to late charges (if any), and the XXX charge, other
Received monies due and owing the Landlord (if any), and lastly
applied to the rent. The Tenant agrees that should any monies be
more than twenty (20) days in arrears, the Tenant is to pay by
money order, certified check, or in cash. A personal check will
not be accepted. The Tenant agrees that should a check ever
"bounce" for any reason whatsoever, a return check fee will be
paid the Landlord in the amount of $75.00.
Plans, 48th - If Tenant is performing any work in its premises,
Permits & within fifteen (15) days of signing this lease, Tenant shall
Start of furnish to Landlord four (4) sets of final plans and specifi-
Improvements cations sealed by a registered architect. Landlord shall
have five (5) days to either approve or reject the plans. Tenant
shall have ten (10) days to make any revisions requested by
Landlord if necessary. Upon approval of plans by Landlord,
Tenant shall make application to the Township for building
permits within five (5) days. Tenant will begin improvements on
the demised space within ten (10) days of receipt of building
permits.
Commencement 49th - When the commencement date occurs, Landlord and Tenant
Date shall execute an agreement memorializing the commencement
date and expiration date, which agreement shall be attached
hereto and made a part hereof.
Delivery 50th - The Tenant will have thirty (30) days from Landlord's
Date delivery of the premises to Tenant to fit out the premises
and rent will commence the earlier of Tenant's opening for
business or the expiration of such thirty (30) day period even
if Tenant is not open for business. Landlord and Tenant each
acknowledge that the commencement date is based upon Landlord's
present best estimate of said date but shall in no manner be
construed as a firm date, and Landlord's inability to deliver
possession on or about the date set forth herein shall not give
rise to Tenant having any right to claim any damages whatsoever
that may result from a postponement of the anticipated
commencement date.
Tenant 51st - Tenant covenants and agrees to promptly complete its
Improvements work and installation of fixtures with all due diligence and
thereupon to open its doors for business. If Tenant should
fail or refuse to commence and diligently proceed with its work
promptly after the premises are ready for Tenant's improvements,
Landlord, after thirty (30' days notice, may complete Tenant's
work at Tenant's expense or declare this lease cancelled and of
no effect.
Store Key 52nd - Tenant understands and agrees to supply Landlord with
a key should the locks be changed for any reason whatsoever.
Landlord shall require a working key to the demised premises at
all times in case of emergency. Should Tenant fail to supply
Landlord with a working key to the demiaed space, then in that
event, Tenant shall hold Landlord harmless for any and all
damages should Landlord be required to forcibly enter the
demised space due to an emergency situation:
4
ADDENDUM "A" (Continued)
------------------------
Condition 53rd - Tenant agrees to accept the premises called for in
of Premises this lease "AS IS".
Delivery 54th - The Tenant agrees that all deliveries and pickups are
& Pickup to be from the rear of the premises. In addition, all of
Tenant's delivery trucks shall be parked to the rear of the
shopping center and at no time should said delivery truck(s) be
parked to the front of the shopping center.
Area 55th - Tenant understands that the square foot figures quoted
Dimensions in this lease are determined by measuring the area using
exterior dimensions. Front to rear dimensions are measured from
outside wall to outside wall and side to side dimensions are
middle of wall to middle of wall, except in circumstances where
a side wall is an exterior wall and measurements are then taken
from the outside of the walls.
Financial 56th - Tenant agrees to supply Landlord with its most current
Statements financial statements at the time of or prior to the full
execution of this lease. Landlord has five (5) days to review
the financial statements and either terminate or continue with
this lease. If the Landlord does not respond within the five (5)
day period, the Landlord's option to terminate this lease, based
on the financial statements, is voided.
Lease 57th - Tenant shall obtain and keep in full force and effect
Insurance during the term of this lease at its own cost and expense
Commercial General Liability Insurance, such insurance to afford
protection in an amount of not less than $1,000,000. for injury
or death to any one person, $1,000,000. for injury or death
arising out of any one occurrence, and $1,000,000. for damage to
property, protecting and naming the Landlord and the Tenant as
insureds against any and all claims for personal injury, death
or property damage occurring in, upon, adjacent, or connected
with the Demised Premises and any part thereof. Tenant shall pay
all premiums and charges therefore and upon failure to do so
Landlord may, but shall not be obligated to, make such payments
and in such latter event the Tenant agrees to pay the amount
thereof to Landlord on demand and said sums shall be deemed to
be additional rent and in each instance collectible on the first
day of any month following the date of notice to Tenant in the
same manner as though it were rent originally reserved
hereunder, together with interest thereon at the rate of three
points in excess of the prime rate from the Chase Manhattan
Bank, N.A., as same may change from time to time (the "Interest
Rate"). Tenant will use its best efforts to include in such
commercial general liability insurance policy a provision to the
effect that same will be non-cancelable, except upon reasonable
advance written notice to Landlord. The original insurance
policies or appropriate certificates shall be deposited with the
Landlord together with any renewals, replacements or
endorsements to the end that said insurance shall be in full
force and effect for the benefit of the Landlord during the term
of this lease. In the event Tenant shall fail to procure and
place such insurance, the Landlord may, but shall not be
obligated to, procure and place same, in which event the amount
of the premium paid shall be refunded by Tenant to the Landlord
upon demand and shall in each instance be collectible on the
first day of the month or any subsequent month following the
date of payment by Landlord, in the same manner as though said
sums were additional rent reserved hereunder together with
interest thereon at the rate of three points in excess of the
prime rate of the Chase Manhattan Bank, NA., as same may change
from time to time.
0
XXXXXXXX "X" (Xxxxxxxxx)
------------------------
Noise and 58th - No Tenant shall make, or permit to be made, any unseemly
Odor odor, disturbing noises, objectionable odors or disturb or
interfere with occupants of this or neighboring premises or
those having business with them. No Tenant shall permit animals
to be brought or kept on the premises.
Employee 59th - The Tenant agrees that its employees shall park to
Parking the rear of the leased premises and at no time to the front
of the premises.
Restrictions 60th - Tenant, its successors, assigns and those taking
under Tenant are prohibited from engaging in or selling the
following:
1. Sporting goods;
2. Fine jewelry and fine jewelry repair;
3. Sale or rental of new or used video tapes;
4. Sale or rental of old or new CD's or cassettes;
5. Greeting, occasional, boxed or any other type of cards;
6. Toys;
7. Any candles;
8. Computer or computer software;
9. Books;
10. Operation of a drug store, or a drug department, or the
operation of any store primarily engaged in the sale
of health and/or beauty aids.
11. Party goods, including all paper items such as paper
plates, paper cups, plastic utensils, wrapping paper;
12. Items sold in the grocery store or customarily sold in a
retail food store;
13. For the primary operation of Chinese, Japanese or
Italian sit-down or take-out restaurant;
14. Primary operation of a fast-food business for the sale
of fast food wherein the primary product(s) to be offered
is/are hamburgers, hot dogs and other similar beef-based
sandwiches. By way of example, the primary operations as
conducted by a XxxXxxxxx'x, Wendy's or Hardee's would be
prohibited;
15. Operation of a retail store primarily selling bagels.
Prevailing 61st - The Landlord and Tenant agree that should a suit be
Party/Venue commenced by either party, the prevailing party will be
reimbursed its legal fees, costs, etc., by the other party. The
Landlord and Tenant further agree that the venue shall be
Xxxxxx County, New Jersey, should any litigation be commenced
with respect to this lease.
Liability 62nd - Notwithstanding anything to the contrary provided in
this Lease, if Landlord or any successor in interest of Landlord
shall be a mortgagee, or an individual, joint venture, tenancy
in common, firm or partnership, general or limited, or limited
liability company, it is specifically understood and agreed that
there shall be absolutely no personal liability on the part of
the Landlord or such mortgagees or such individual or on the
part of the members of such firm, partnership, joint venture or
limited liability company with respect to any for the terms,
covenants, and conditions of this Lease, and that Tenant shall
look solely to the equity of the Landlord or such successor in
interest in the premises and the building of which the premises
is a part and not to any other assets of Landlord or any
successor in interest for the satisfaction each and every remedy
of Tenant in the event of any breach by Landlord or by such
successor in interest of any of the terms, covenants and
conditions of this Lease to be performed by Landlord, such
exculpation of personal liability to be absolute and without any
exception whatsoever.
6
ADDENDUM "A" (Continued)
------------------------
Option to 63rd- The Tenant is granted one (1) five (5) year option
Renew to renew the lease under the same terms and conditions as set
forth herein, except that the rent shall be increased as set
forth below. The option period shall automatically commence
five (5) years from the commencement date of the above
referenced lease and terminate five (5) years from the
commencement date of the option period. If Tenant does not
desire to renew the lease, the Tenant must serve written notice
by certified mail, return receipt requested, on the Landlord
nine (9) months prior to the expiration date of the above lease,
TIME BEING OF THE ESSENCE. If notice is not received by such
time, the lease will automatically renew. Landlord may void
Tenant's option to renew this lease at its option if Tenant has
not fulfilled completely and in a timely manner all terms and
conditions of this lease.
The rent for the five (5) year option period shall be as
follows:
Year 1 - $24,344.04 per year or $2,028.67 per month
Year 2 - $25,059.96 per year or $2,088.33 per month
Year 3 - $25,776.00 per year or $2,148.00 per month
Year 4 - $26,492.04 per year or $2,207.67 per month
Year 5 - $27,207.96 per year or $2,267.33 per month
The rents for the option period shall be paid in 1/12 equal
monthly installments due on the first of each month. Tenant
agrees that the demised space is accepted during the renewal
period(s) in an "AS IS" condition. Tenant further understands
that the above figures do not include the taxes, insurance and
maintenance (XXX) reimbursements, as called for in Paragraph
31st of the above lease, which shall continue to be due and
payable in addition to the rent.
Tenant's 64th - At any time during the first five (5) years of the
Obligation term of this Lease not later than sixty (60) days after Tenant
to Relocate receives notice from Landlord ("Relocation Notice"),
Tenant shall relocate out of its premises ("Relocation Date")
and into substantially similar space but of an area of
approximately 4,636 rentable square feet ("New Space") in the
"Egomatic" building (the "Building") located in Xxxxx 00 Xxx 0
as shown on the Official Tax Map of the Township of Hopewell if
Landlord obtains the necessary governmental approvals from any
governmental authority having jurisdiction thereof to permit a
bank use in the Building and make the improvements to the site
pursuant to the approved site plan (the "Approvals"). Tenant
will pay for any certificate of occupancy or other governmental
permit in connection with the use of the New Space at its sole
cost and expense.
A new ten (10) year lease term will commence for the New Space
upon the Relocation Date. The Relocation Notice shall specify
the rents Tenant shall pay and the commencement and expiration
dates of the new ten (10) year term pursuant to this Paragraph
64th.
If the Relocation Date occurs within three (3) years of the
commencement date of the Lease, the rent for the New Space will
be calculated at the rate of $15.50 per rentable square foot
with $.50 increases per year for the remainder of the new ten
(10) year term of the Lease. If the Relocation Date occurs on or
after the fourth (4th) lease year, then the cost per square foot
per year shall increase $.50 per rentable square foot for each
lease year or portion thereof after the third lease year for the
remainder of the new ten (10) year term of this Lease. For
example, if the Relocation Date
7
ADDENDUM "A" (Continued)
------------------------
occurs during the fourth (4th) year of the term of this Lease,
rent for the New Space for the first year of the new ten (10)
year term will be $16.00 per rentable square foot with $.50 per
rentable square foot increases each lease year thereafter.
Tenant understands that the above figures do not include the
taxes, insurance and maintenance (XXX) reimbursements, as called
for in Paragraph 31st of the above lease, which shall continue
to be due and payable in addition to the rent.
Landlord's 65th - Premises - Landlord will deliver the 1,432 rentable
Work square foot premises to Tenant "AS IS". Tenant will be
responsible for all improvements to the premises at its sole
cost.
New Space - Landlord will deliver the New Space to Tenant
"AS IS" except Landlord for the New Space only, at its cost,
shall:
a. replace any stained or damaged ceiling tiles and light
lenses, as necessary;
b. install one or two bathrooms as required by code;
c. install a separate 200 amp three phase electric service;
d. install a separate gas meter for the HVAC system;
e. deliver the HVAC system in good working condition.
Except as set forth above, Tenant will be responsible for all
other improvements to the New Space, at its sole cost, with no
reimbursements by Landlord whatsoever including the construction
of the drive-up facility including any pneumatic tubing systems,
canopies, bollards and the like provided any of the foregoing
shall be subject to the Landlord's approval, not to be
unreasonably withheld or delayed.
Option to 66th - Landlord or Tenant are each granted an option to
Terminate terminate the Tenant's obligation to relocate to the New Space
if Landlord does not obtain the necessary Approvals within five
(5) years from the commencement date of the term of this Lease
(the "Termination Date"), upon at least ninety (90) days' prior
written notice to Landlord or Tenant, respectively, TIME BEING
MADE OF THE ESSENCE. If Landlord or Tenant fail to give such
ninety (90) day prior written notice prior to the expiration of
the fifth lease year, Tenant's obligation to relocate will
remain in full force and effect.
Landlord's 67th - Notwithstanding anything to the contrary in this
Option to Lease, Landlord shall have the right to terminate the
Terminate Tenant's obligation to relocate to the New Space if the
Approvals for the bank use at the Building are subject to
Landlord's having to perform any additional site work beyond
what would have been required had the Approvals been based on a
non-bank use.
8
ADDENDUM "B"
[DIAGRAM OF XXXXXXXXXX SHOPPING CENTER]
ADDENDUM "C" TO LEASE
---------------------
LANDLORD: HILTON REALTY CO. OF PRINCETON
000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX, 00000
TENANT: YARDVILLE NATIONAL BANK
0000 Xxxxxxxxxxxx Xxxx
Xxxxxxxxxxx, XX, 00000
PROPERTY: 1,432 square feet of rental space located in the
Xxxxxxxxxx Shopping Center on the southeast
corner of Xx. 00 & Xxxx Xxxxxxxx Xxxxxx,
Xxxxxxxxxx, XX
==============================================================================
The contents of this Addendum are an integral part of the Lease between Landlord
and Tenant dated March 31, 1998, and wherever the contents of this Addendum
and the Lease differ, the Addendum shall govern.
1. Beginning in the third to the last line of the Third paragraph of
the Lease, the following language shall be deleted: "the Tenant hereby waiving
the benefit of all laws exempting property from execution, levy and sale on
distress or judgment."
2. The Fifth paragraph is hereby modified to state that any consent of
the Landlord required for erections, alterations, additions and improvements
shall not be unreasonably withheld. Further, at the expiration or earlier
termination of the term, if requested by Landlord, Tenant shall remove, at
its own cost, any safes, vaults and bullet proof windows in the premises.
3. Beginning in the second line of the Sixth paragraph, the following
language shall be deleted: "may terminate this lease and". In the fourth line of
the sixth paragraph after the word "lien" add "together with interest at the
Wall Street Journal prime rate plus 4% until paid in full."
1
4. Delete the second and third sentence in paragraph Seventh.
5. Add to the end of paragraph Eighth, the following language:
"Notwithstanding the above, Landlord shall not be exculpated from personal
injury liability resulting from the negligent act or failure to act or perform
any duty or obligation required herein of Landlord, its officers, employees,
agents or contractors.
6. The Ninth paragraph is hereby modified to state the following:
The Tenant shall take good care of the premises and shall at the
Tenant's own cost and expense, make all repairs, including
painting and decorating and shall maintain the premises in good
condition and state of repair. The Tenant shall neither encumber
nor obstruct the sidewalks, parking areas and entrances, but shall
keep and maintain the same in a clean condition, free from debris,
refuse, snow and ice. Landlord will guaranty the roof, HVAC and
plumbing systems for a period of one year after delivery of the
premises to the Tenant, except if any repairs or replacements of
same are due to the negligent acts or omissions of Tenant. The
Landlord's costs associated with the repair or replacement under
the above guaranty will not be included in the XXX charges
referred to in the lease.
This paragraph is also modified to state that if the utility services are
interrupted due to no fault of the Tenant, but due to the fault of the Landlord
for a period of more than ten days, then Tenant will be entitled to an abatement
of rent until such time as the utilities are returned to service. Tenant agrees
to use its best efforts to have the utilities returned to service as soon as
possible. In the event the utility or utilities are not restored for a period of
six months, regardless of who's fault, then Tenant shall have the right to
cancel this Lease Agreement.
7. The Tenth paragraph is hereby modified to state that Landlord's
right to inspect herein shall be upon reasonable notice to Tenant and during
normal business hours except in emergency situations.
8. The Thirteenth paragraph is hereby modified to state that the Tenant
shall be entitled to signage on the front of the building similar to other
tenants in the shopping center and the approval for the signage shall not be
unreasonably withheld by the Landlord. Landlord further agrees to allow Tenant
to install a lighted sign in the Tenant's existing colors on the front of the
building, provided the background of the signage matches the existing bronze
color background, the size and design of which are subject to the Landlord's
approval, which approval may not be unreasonably withheld.
2
9. The Fourteenth paragraph is modified to state that the Tenant agrees
to sign said Subordination Agreement provided the mortgagee executes a
Subordination, Non-Disturbance and Attornment Agreement in a form reasonably
acceptable to Tenant.
10. The Seventeenth paragraph is modified to change in the third line
the words, "ten days" to "thirty days". Also, the thirty-day period shall be
extended if Tenant is diligently pursuing a cure of the breach in good faith.
The last sentence of this paragraph shall be deleted and replaced with the
following:
No waiver by Landlord or Tenant of any violation or breach of
condition by the Landlord or Tenant shall constitute or be
construed as a waiver of any other violation or breach of
condition, nor shall lapse of time after breach of condition by
the Landlord or Tenant before the Landlord or Tenant shall
exercise its option under this paragraph operate to defeat the
right of the Landlord or Tenant to pursue their rights under the
lease and Landlord's right to re-enter upon the demises premises
after the said breach or violation.
11. The Twentieth paragraph is hereby modified to state that the
Landlord may charge the Tenant 150% of the last month's rent in the event of a
holding over instead of double the rent.
12. Paragraph Twenty-First is hereby replaced with the following
language:
If the entire property or a material part thereof wherein the
demised premises are located shall be taken by public or
quasi-public authority under any power of eminent domain or
condemnation, such as to have a material effect on Tenant's
business, this lease, at the option of the Tenant, shall forthwith
terminate and the Tenant shall have the right to pursue a separate
award for such public taking to the extent that it may have
suffered compensable damage as a Tenant or on account of such
public taking, excluding any damages for the loss of its leasehold
interest.
3
13. Paragraph Twenty-Second shall be deleted.
14. Paragraph Twenty-Seventh shall be modified to state the following
at the end of this paragraph: "Notwithstanding the above, Landlord shall not be
exculpated from liability resulting from interruption of utility services as set
forth in the Ninth paragraph.
15. Paragraph 31st of Addendum "A" shall be modified to state that:
Landlord and Tenant acknowledge that Tenant's percentage of the taxes and
maintenance expenses equals 1.5% and 2.69% for insurance (collectively referred
to as "XXX"), based on Tenant's percentage of the rentable square footage of the
entire shopping center, which is subject to adjustment if the size of the
premises is expanded or the size of the shopping center changes or upon Tenant's
relocation to the new space as referenced in Paragraph 30th below. Landlord
further represents that this percentage of the XXX charges in 1997 equaled $3.40
per square foot, excluding the management fee.
This paragraph is further modified to add the following:
That portion of any capital improvement in excess of $20,000.00 in
any calendar year shall be amortized on a straight line basis over
a period of five (5) years with interest on the unpaid balance at
ten percent (10%) per year. Any capital improvement less than
$20,000.00, or if any capital improvement is greater than
$20,000.00, that portion which is less than $20,000.00 will be
passed through on a pro rata basis to the tenants in the calendar
year in which such expense is incurred by Landlord. Upon
termination of this lease, Tenant's obligation to pay any
unamortized portion of the amortized payments referred to above
will cease.
16. Paragraph 32nd of Addendum "A" shall be modified to delete the
following language in the first sentence: "and to obtain and pay for the cost of
a dumpster to remove all trash from the leased premises."
17. Paragraph 35th of Addendum "A" is hereby modified to delete the
following language in the last sentence: "or any of his patrons."
18. Paragraph 36th of Addendum "A" is hereby deleted and replaced with
the following: It is understood and agreed that a late charge of 5% of the
current month's rent will be paid by the Tenant should his rent not be
postmarked or received by the Landlord on or before the tenth day of the month
4
for which the rent covers. A second late charge of 5% of the current month's
rent will be paid by the Tenant if his rent is not postmarked or received by the
Landlord on or before the twentieth day of the month for which the rent covers.
19. Paragraph 42nd of Addendum "A" is hereby modified to delete the
words "up to 25%" in the last sentence and replace them with "the fair market
value of the rentable space." This paragraph is also modified to add the
following language to the end of this paragraph: "Notwithstanding the above,
Tenant does not need the Landlord's consent or approval for the sale of Tenant's
stock."
20. Paragraph 43rd of Addendum "A" is hereby deleted and replaced with
the following:
The parties warrant and represent that they have not dealt or
negotiated with any real estate broker or sales person in
connection with this Lease Agreement and that they shall indemnify
and hold each other harmless from any costs, claims or damages
successfully asserted by any other person or firm claiming to have
negotiated or brought about this lease.
21. Paragraph 46th of Addendum "A" is hereby modified to state that the
Tenant is obligated to keep the business open during normal banking hours. The
third sentence of this paragraph is deleted and replaced with the following:
"Further, should the premises be closed at any time for more than twenty (20)
days, for any reason whether or not beyond the control of the Tenant, without
the written approval of the Landlord, then in that event, the Landlord reserves
the right to cancel this lease, and the sole obligation of the Landlord is to
return any prorated rent if the Tenant had paid in advance. This right of
cancellation shall not apply to interruption in Tenant's operation due to the
relocation contemplated in Paragraph 64.
22. Paragraph 48th of Addendum "A" is hereby modified to add the
following to the end of the paragraph: "Notwithstanding the above, Tenant may
make any non-structural repairs to the interior of the leased premises without
the consent of the Landlord, provided said repairs do not require the removal of
any walls or barriers upon the termination of the lease.
23. Paragraph 50th of Addendum "A" is hereby modified to change the
words, "thirty (30)" in the first and fourth line to "sixty (60)".
24. Paragraph 51st of Addendum "A" is hereby modified to delete the
second sentence and replace it with the following: "If Tenant should fail or
5
refuse to commence and diligently proceed with its work promptly after the
premises are ready for Tenant's improvements, Landlord, after 30 days' written
notice and Tenant's continued failure to commence Tenant's improvements on
the leased premises during said 30-day period, may complete Tenant's work at
Tenant's expense or declare this lease cancelled and of no effect."
25. Paragraph 54th of Addendum "A" is hereby modified to add to the
end of this paragraph the following language: ", except for armored motor
company deliveries which may be delivered in the front of the building for
security purposes."
26. Paragraph 59th of Addendum "A" is hereby deleted and replaced with
the following:
The Tenant agrees to instruct its employees to park to the rear of
the premises whenever possible. For security purposes, however,
some bank employees will be required to park in the front of the
building in an area approved by Landlord (which approval will not
be unreasonably withheld) and enter through the front of the
building.
27. (deleted)
28. Paragraph 63rd of Addendum "A" shall be deleted and substituted
with the following:
63rd - The Tenant is granted three (3) five (5) year options to
renew the lease for the initial space under the same terms and
conditions as set forth herein, except that the rent shall be
increased as set forth below. The option period shall
automatically commence five years from the commencement date of
the above-referenced lease and terminate five years from the
commencement date of the option period. If Tenant does not desire
to renew the lease, Tenant must serve written notice by certified
mail, return receipt requested, on the Landlord six months prior
to the expiration date of the above lease. If notice is not
received by such time, the lease will automatically renew.
Landlord may void Tenant's option to renew this lease at its
option if Tenant has not fulfilled completely and in a timely
manner all terms and conditions of this lease.
6
The rent for the first five year option period shall be as
follows:
Year 1 - $24,344.04/yr. or $2,028.67/mo.
Year 2 - $25,059.96/yr. or $2,088.33/mo.
Year 3 - $25,776.00/yr. or $2,148.00/mo.
Year 4 - $26,492.04/yr. or $2,207.67/mo.
Year 5 - $27,207.96/yr. or $2,267.33/mo.
The rent for the second five year option period shall be
as follows:
Year 1 - $28,281.96/yr. or $2,356.83/mo.
Year 2 - $29,355.96/yr. or $2,446.33/mo.
Year 3 - $30,429.96/yr. or $2,535.83/mo.
Year 4 - $31,503.96/yr. or $2,625.33/mo.
Year 5 - $32,577.96/yr. or $2,714.83/mo.
The rent for the third five year option period shall be at the
then fair market value (FMV) of the leased premises. If the
parties cannot agree on the FMV or a mutually agreeable
appraiser to determine same, each party at its own cost will then
hire an appraiser and the FMV shall be determined by taking an
average of the two appraisals provided the difference between the
two is 10% or less. If the difference between the two appraisals
is greater than 10%, then the two hired appraisers shall pick a
third appraiser, and the FMV determined by the third appraiser
shall be binding. The parties shall equally share the cost of the
third appraiser.
The rents for the option period shall be paid in one/twelve equal
monthly installments due on the first of each month. Tenant agrees
that the demised space is accepted during the renewal periods in
"as is" condition. Tenant further understands that the above
figures do not include the taxes, insurance and maintenance (XXX)
reimbursements, as called for in Paragraph 31st of the above
lease, which shall continue to be due and payable in addition to
the rent.
30. Paragraph 64th of Addendum "A" is modified to delete the first
paragraph and replace it with the following:
7
At any time during the first five years of the term of this lease
not later 60 days after Tenant receives notice from Landlord
("Relocation Notice"), Tenant shall relocate out of its premises
("Relocation Date") and into substantially similar space but at an
area of approximately 4,636 rental square feet ("New Space") in
the "Egomatic" building (the "Building") located in Xxxxx 00, Xxx
0, as shown on the official Tax Map of the Township of Hopewell,
if Landlord obtains the necessary governmental approvals from any
governmental authority having jurisdiction thereof to permit a
bank use in the Building and make the improvements to the site
pursuant to the approved site plan (the "Approvals"). However,
Tenant acknowledges that Landlord has not guaranteed that the
proposed entryways and stoplight off of Route 31 can or will be
obtained by Landlord. Further, Tenant acknowledges that the
location of the drive-through lanes may change if required by the
Township or any other governmental authority having jurisdiction
over the property during the approvals. Rent under the new leased
premises shall commence on the ninetieth day following said
Relocation Notice. Said relocation is contingent upon Tenant using
good faith efforts to obtain all approvals from the office of the
Comptroller of Currency for a branch bank site at the new location
within sixty (60) days of receiving the Relocation Notice, time
being of the essence.
The following paragraph should be added to the end of Paragraph 64:
The Tenant shall be entitled to two five (5) year options to renew
following the ten year term of the new space under the same terms
and conditions as set forth herein, except that the rent shall be
increased as set forth below. If Tenant does not desire to renew
the lease, Tenant must serve written notice by certified mail,
return receipt requested, on the Landlord six months prior to the
expiration date of the above lease. If notice is not received by
such time, the lease will automatically renew. Landlord may void
Tenant's option to renew this lease at its option if Tenant has
not fulfilled completely and in a timely manner all terms and
conditions of this lease.
8
The rent for the first year of the first option period if elected
by Tenant shall increase $.75 per rentable square foot (RSF) in
excess of the rent payable by Tenant during the tenth year of the
term for the new space and each year thereafter shall increase by
$.75 per RSF over the prior year's RSF rate.
The rent for the second five year option period for the relocation
premises shall be the then current fair market value (FMV) of
the leased premises. If the parties cannot agree on the FMV or a
mutually agreeable appraiser to determine same, each party will
then hire an appraiser and the FMV shall be determined by taking
an average of the two appraisals provided the difference between
the two is 10% or less. If the difference between the two
appraisals is greater than 10%, then the two hired appraisers
shall pick a third appraiser, and the FMV determined by the
third appraiser shall be binding.
In the event the rent payable for the second option period has not
been determined prior to the date the option period commences,
then Tenant shall pay the rent in effect for the last lease year
of the preceding term plus fifteen (15%) percent. Once the rent
payable during the second option period has been determined, such
rent shall be payable as of the date such option period commenced
and an adjustment will be made in the amounts previously paid as
of that date. If Tenant has overpaid its actual rent, Landlord
will credit Tenant with such amounts towards subsequent rent due,
of whatever nature. If Tenant has underpaid its actual rent,
Tenant will pay Landlord the balance due within thirty (30) days
of receipt of a xxxx for same.
31. Paragraph 66th of Addendum "A" is hereby modified to delete the
last sentence and replace it with the following:
If Landlord or Tenant fail to give such ninety (90) day written
notice during the first ninety (90) days following the fifth year
anniversary date of this lease, then Tenant's obligation to
relocate will remain in full force and effect.
32. Paragraph 67 is modified to add after the words "at the Building
are" in the fourth line the words "prior to the Termination Date not obtained or
are".
9
33. The additional paragraphs on the attached Exhibit A shall be added
to the lease.
AGREED & ACCEPTED:
HILTON REALTY CO. OF PRINCETON
By: Xxxxxxx X. Xxxxx
---------------------------
Xxxxxxx X. Xxxxx
YARDVILLE NATIONAL BANK
By: Xxxxxxx X. Xxxx
---------------------------
Xxxxxxx X. Xxxx
President/CEO
10
EXCLUSIVE USE. The Tenant covenants and agrees to use the demised premises as a
bank only.
Subject to the rights of other tenants under leases executed prior to the full
execution of this Lease ("Prior Lease"), or any extensions or renewals of such
Prior Lease or a new lease executed by a tenant in occupancy under an expired
Prior Lease and specifically reserving the right of any current or
future supermarket and/or convenience store occupant of the Shopping Center to
have a banking facility during the initial term and any renewal term, provided
Tenant is current under this Lease and not in default of any terms, conditions,
covenants and provisions of this Lease beyond the applicable cure period,
LANDLORD SHALL NOT LEASE TO ANY OTHER TENANT OR SUBTENANT ANY OTHER SPACE IN THE
SHOPPING CENTER OR IN ANY OTHER PREMISES OWNED OR LEASED WITHIN A RADIUS OF ONE
(1) MILE OF THE SHOPPING CENTER FOR THE PRIMARY OPERATION OF A BANK ("EXCLUSIVE
USE").
Notwithstanding the foregoing, the above restriction/exclusive shall
automatically become null and void in the event Tenant or anyone taking under
Tenant ceases to use the Premises primarily for the Exclusive Use (eighty
(80%) percent or more of Tenant's floor area of the Premises is devoted to the
Exclusive Use).
Tenant further agrees that this Exclusive Use shall not apply to any after
acquired or leased property even within the one (1) mile radius restriction if
same is purchased and/or leased with a bank use existing thereon at the time of
the purchase and/or lease by Landlord in locations other than the Shopping
Center as set forth on Addendum B.
In the event of a breach by Landlord under the terms of this Section, Landlord
and Tenant acknowledge and agree that Tenant does not have an adequate remedy at
law for breach of this provision and that Tenant's sole remedy in lieu of any
action at law including but not limited to damages or torts shall be limited to
injunctive relief only and the Landlord and Tenant agree that should a suit be
commenced by either party, the prevailing party will be reimbursed its legal
fees, costs, etc., by the other party.
ROOFTOP ANTENNA/SATELLITE DISH. Tenant, subject to the prior review and approval
of the Landlord of plans and specifications for same, which approval shall not
be unreasonably withheld, is permitted to install antenna/satellite dishes and
related equipment on the roof of the building or on the site provided, however:
1. The Tenant shall comply with any and all governmental restrictions
and regulations and obtain all necessary permits.
2. The Tenant agrees that the installation of the satellite dish will
not xxxxxx the roof in any fashion or be visible from the street and parking
lot and that Tenant shall otherwise appropriately screen such equipment and
materials from view.
3. Tenant agrees to the extent reasonably possible to connect the
satellite dish to its meter servicing the demised premises. If the satellite
cannot be connected to the same meter as the demised premises, Tenant agrees to
the installation of a separate electrical meter or submeter to monitor the
electrical uses of Tenant's equipment and agrees to pay to Landlord, upon
demand, the charges of the utility company for such electrical service to
Tenant's equipment. The cost and expense of installation of the meter shall be
the responsibility of the Tenant.
4. Tenant understands and agrees that Landlord has previously signed
leases with other tenants and further that Landlord cannot prohibit these
existing tenants from placing any telecommunications antennae and/or related
equipment on or about the property. Tenant shall take such actions as may
reasonably be required in order to prevent interference by Tenant's equipment
with other communications equipment installed on the roof by any other tenant
or by Landlord.
5. Tenant agrees to have its satellite dish included under its current
policy of insurance for the demised premises. Tenant shall indemnify, defend and
save Landlord harmless from any and all cost, expense, claim, injury or
liability in any way arising or relating to the installation, operation or
removal of Tenant's equipment or cabling throughout the building, including,
without limitation, expenses related to damage to the roof of the building, and
claims, injury or damages of any other tenants in the building, their employees,
agents and invitees except to the extent that same results from negligent acts
or omissions of Landlord, its employees, agents and invitees.
BANKING APPROVAL. Tenant is hereby granted an option to terminate the lease
within sixty (60) days' of the full execution of the Lease by written notice to
Landlord, TIME BEING MADE OF THE ESSENCE, (the "Effective Date") if Tenant fails
to obtain all necessary approvals to operate a banking facility at the premises
from the Office of the Comptroller of the Currency.
If Tenant fails or elects not to terminate the Lease within such sixty (60) day
period, Tenant's right to terminate the Lease set forth herein will be null and
void. If Tenant gives Landlord such timely notice, the lease will be terminated
as if said date were originally set forth in the lease as the termination date
of the term therein.
Except for third party claims accruing prior to the Effective Date, Landlord and
Tenant will on the Effective Date remise, release and forever discharge each
other and their respective heirs, executors, administrators, legal
representatives, successors and assigns of and from all actions or causes of
action, sums of money, acts, damages, judgments, claims, liability and demands
whatsoever of every name and nature, in law or in equity which Landlord or
Tenant can, will or may have, upon or by reason of any matter, cause or thing
whatsoever, directly or indirectly, arising out of or connected in any way with
the Lease or arising out of or in any way connected with the use and occupancy
of the Premises; provided, however, that this shall not be deemed to release
Tenant for sums due Landlord that accrued prior to the Effective Date under the
terms of the Lease. The above obligations of Landlord and Tenant shall survive
the surrender of the lease on the Effective Date.
WALK-UP ATM. Landlord agrees to allow the Tenant to install a walk-up ATM
machine on the exterior of the leased premises provided Tenant, at its cost,
obtains all governmental approvals and necessary permits for same. The design
and location of which are subject to Landlord's approval, not to be unreasonably
withheld, however, the ATM machine must be flush with the front of the building
and Tenant will remove one glass windowpane to insert the ATM flush with the
building. Further, the Tenant will replace the windowpane when it relocates to
the other building or at the expiration or earlier termination of the Lease.
Tenant shall be responsible for repairing any damage or defect created in the
premises resulting from the installation of said ATM machine.
2
