Exhibit 10.23
Lease
From
XXXXXX AVENUE EAST, L.L.C.
to
TWO RIVER COMMUNITY BANK
ARTICLE I
Reference Data and Exhibits
1.1 Data
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DATE March 8, 2002
LOCATION OF PREMISES Xxxxxx Avenue, Tinton Falls, NJ
Block 128.03, Lots 23, 24, 25,
26 39.01, 40
LANDLORD Xxxxxx Avenue East, L.L.C.
ADDRESS OF LANDLORD c/o 0000 Xxx Xxxx Xxxx,
Xxxxxx, XX
TENANT Two River Community Bank
ADDRESS OF TENANT c/o 0000 Xxxxxxx 00 Xxxxx,
Xxxxxxxxxx, XX 00000
LEASE TERM Fifteen (15) Years
BASE RENT See Exhibit "C"
PUBLIC LIABILITY $2,500,000.00
PROPERTY INSURANCE 100% Full Replacement Value
SECURITY One Month's Rent
- 1 -
1.2 Table of Contents
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ARTICLE I Reference Data and Exhibits
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1.1 Data
1.2 Table of Contents
ARTICLE II Premises
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2.1 Premises
2.2 Building
2.3 The Property
2.4 Plans and Specifications
2.5 Completion Date
2.6 Approval Contingency
ARTICLE III Terms
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3.1 Terms of this lease
3.2 Preliminary Period
3.3 Initial Term
3.4 Renewal Terms
ARTICLE IV Building and Improvements
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4.1 Construction of Building and Improvements
4.2 Tenant's Work
4.3 Completion of Construction
4.4 Utilities
ARTICLE V Rent
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5.1 Base Rent
5.2 Additional Rent
5.3 Additional Payment to Landlord
5.4 Net Lease
ARTICLE VI Liens and Encumbrances
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6.1 No Right to Encumber without Consent
ARTICLE VII Real Estate Taxes
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7.1 Real Estate Taxes
7.2 Taxes
7.3 Method of Payment
7.4 Tax Appeal
7.5 Pro-Rated Payment
ARTICLE VIII Utilities and Services
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8.1 Utilities and Charges
ARTICLE IX Insurance
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ARTICLE X TENANT's Additional Covenants
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10.1 Affirmative Covenants
10.1.1 Use and Occupancy
10.1.2 Compliance with Law
10.1.3 Payment for TENANT's Work
10.1.4 Indemnity
10.1.5 LANDLORD's Right to Enter
10.1.6 Personal Property at TENANT's Risk
10.1.7. Payment of LANDLORD's Cost of Enforcement
10.1.8 Yield Up
10.1.9 Maintenance
10.1.10 Repair Obligations
10.1.11 Roof/HVAC Repair Obligations
10.2 Negative Covenants
10.2.1. Overloading, Nuisance, etc.
10.2.2 Installation, Alteration or Additions
10.3 Leasehold Improvements
ARTICLE XI LANDLORD's Additional Covenants
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11.1 Warranty on Use
11.2 Quiet Enjoyment; Non-Disturbance
ARTICLE XII Casualty or Taking
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12.1 TENANT to Repair or Rebuild in the Event of Casualty
12.2 Right to Terminate in Event of Casualty
12.3 Eminent Domain
ARTICLE XIII Defaults
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13.1 Events of Default
13.2 Remedies
13.3 Remedies Cumulative
13.4 TENANT's Waivers
13.5 Effective of LANDLORD's Actions
13.6 Late Charge
ARTICLE XIV Miscellaneous Provisions
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14.1 Assignment, Subletting, etc.
14.2 Notice from One Party to the Other
14.3 Recording
14.4 Acts of God
14.5 Waiver of Subrogation
14.6 No Accord and Satisfaction
14.7 Applicable Law and Construction
14.8 TENANT's Certificate
14.9 Limitation on Liability
ARTICLE XV Common Area
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15.1 Common Area
15.2 Common Area Charges
15.3 Common Area Services
15.4 Determination and Payment of Common Area Charges
ARTICLE XVI Signs
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16.1 Signs
ARTICLE XVII Hazardous Waste Provisions
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17.1 Hazardous Waste
ARTICLE XVIII Subordination and Non-Disturbance Agreement
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18.1 Subordination and Non-Disturbance Agreement
ARTICLE XIX Regulatory Approval of Tenant
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19.1 Regulatory Approval
ARTICLE XX Construction of Shopping Center
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20.1 Development Project
20.2 Cooperation in Project
20.3 Easements
ARTICLE XXI Security Deposit
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21.1 Amount of Security Deposit
21.2 Sale of Property
21.3 Insolvency of Tenant
ARTICLE XXII Option to Renew
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22.1 Option to Renew
ARTICLE XXIII Special Provisions
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23.1 Additional lending facilities
EXHIBIT A - Site Plan
EXHIBIT B - Plans and Specifications
EXHIBIT C - Base Rent
EXHIBIT D - Property
EXHIBIT E - Rules and Regulations
ARTICLE II
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Premises
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2.1 Premises LANDLORD hereby leases to TENANT and TENANT hereby leases
from LANDLORD, subject to and with the benefit of the terms, covenants,
conditions and provisions of this Lease, the parcel of land (the "Land") shown
on the site plan as described on Exhibit A annexed hereto and made a part
hereof, together with any and all improvements, appurtenances, rights,
privileges and easements befitting, belonging or pertaining thereto, which are a
part of the premises shown on Exhibit A. The land, together with all
appurtenances thereto and the building and improvements which LANDLORD shall
build thereon in accordance with the terms of this Lease, are hereinafter
collectively referred to as the "Demised Premises".
2.2 Building The Landlord hereby covenants and agrees to construct for the
use by the Tenant in accordance with the terms hereof an approximately two
thousand five hundred (+/- 2,500) square foot building together with an
approximately nine hundred (+/- 900) square foot three-lane drive through which
shall be constructed on the pad site as delineated on Exhibit A.
2.3 Property: The Demised Premises plus the proposed shopping
center/office building (the "Shopping Center") together shall be referred to as
the Property as seen on Exhibit D. The Shopping Center shall include an
approximately +/- 28,000 square foot retail/office center and a +/- 6,000 square
foot freestanding building unless otherwise changed by the Landlord.
2.4 Plans and Specifications. The building to be erected by the Landlord
on the Demised Premises shall be constructed in accordance with the Plans (as
hereinafter defined) set forth in Exhibit B attached hereto and made a part
hereof as may be amended by the Tinton Falls Planning Board. The construction of
the building shall be subject, however, to any nominal lateral or forward or
rearward deviation in the location and dimension as are set forth on the
Plans reserving, however, to the Landlord the right of ingress and egress
adjacent to the Demised Premises and through the Shopping Center and also
reserving space for all pipes, ducts, wires and the like, leading to and from
the property.
2.5 Completion Date. The Landlord hereby covenants that the Landlord shall
complete the construction of the Demised Premises on or before twelve (12)
months of the date of receipt by Landlord of all building permits for the
construction of the Demised Premises. In the event that the Landlord has not
completed the construction of the Demised Premises on or before said date, then
the Tenant shall have the option to terminate the Lease, in which event neither
Landlord nor Tenant shall have any further obligation to the other.
2.6 Approval Contingency. This Lease is contingent upon Landlord obtaining
all necessary governmental approvals for the construction of the Demised
Premises. In the event Landlord does not receive all necessary governmental
approvals within nine (9) months from the date of lease execution Landlord can
terminate this Lease.
ARTICLE III
Terms
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3.1 Terms of this Lease. The term of this Lease shall include an initial
term as described in Section 3.3 hereof ("Initial Term"), and renewal terms as
described in Section 3.4 hereof.
3.2 Preliminary Period. The preliminary period ("Preliminary Period")
shall commence on the date of execution of this Lease and shall terminate on the
commencement date of the Initial Term of this Lease.
3.3 Initial Term. The Initial Term of this Lease and TENANT'S obligation
to commence payment of rent to LANDLORD hereunder ("the Rental Commencement
Date") shall commence on the earlier of (i) the date on which TENANT opens for
business with the public at the Demised Premises; or (ii) forty-five (45) days
after LANDLORD has delivered the bank
building substantially in compliance with the Plans ready for TENANT to commence
its interior fit-up work. The Initial Term shall continue for a period of
fifteen (15) years from the first day of the first month which occurs on or
after the commencement date of the Initial Term. Promptly after the commencement
date of the Initial Term, LANDLORD and TENANT shall execute and deliver to each
other a memorandum supplement to this Lease setting forth the commencement date
and expiration date of the Initial Term.
3.4 Renewal Terms. Provided that this Lease is in full force and effect
and there is no uncured Event of Default (as defined in Article XIII hereof),
TENANT shall have the option to extend this Lease for two (2) renewal terms of
five (5) years each (each such period being referred to as a "Renewal Term") .
Each Renewal Term shall commence upon the expiration of the Initial Term or a
previous Renewal Term, as the case may be, and shall be upon the same terms and
conditions as the Initial Term, except as otherwise specifically provided for in
this Lease. The option for each Renewal Term shall be exercised by TENANT giving
LANDLORD written notice at least twelve (12) months prior to the expiration of
the then current term of this Lease, time being of the essence.
ARTICLE IV
Building and Improvements
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4.1 Construction of Building and Improvements. LANDLORD shall, at its sole
cost and expense, construct a one-story building containing +/- 2,500 square
feet of space (the "Building") plus a 900 square foot three lane drive through
(the "Drive Through") with appurtenances thereto (the "Improvements") in
accordance with architectural, engineering, electrical and mechanical plans,
drawings and specifications prepared by a licensed architect and approved by
LANDLORD and TENANT (the "Plans"). It is understood by TENANT that the
architecture for the Building and Improvements shall conform with that of the
proposed Shopping Center. LANDLORD shall, reasonably promptly after the approval
of the Plans, apply
for a building permit for the construction of the Building and Improvements.
LANDLORD shall commence construction of the Building and Improvements within
ninety (90) days after the issuance of all necessary governmental approvals and
permits therefore and shall proceed diligently with the construction of the
Building and Improvements in a timely and workmanlike fashion.
In construction of the Building and Improvements, LANDLORD shall comply
with all laws, ordinances, municipal rules and regulations and the regulations
and requirements of public authorities applying to or affecting the conduct of
any work relating to the Demised Premises, the Building and the Improvements.
4.2 Tenant's Work. The TENANT hereby acknowledges and agrees that the
LANDLORD shall only be responsible for the construction of the Building in
accordance with the Plans and that it shall be the TENANT'S responsibility, at
its sole cost and expense, to perform any additional tenant fit-up work in
connection with the Building that TENANT so desires. Neither the performance of
the TENANT fit-up work nor the obtaining of any and all necessary permits
therefore shall be the responsibility of LANDLORD. Both LANDLORD and TENANT
hereby covenant and agree that they will use their best efforts to enable their
respective contractors to complete their required work in connection with the
construction of the Demised Premises and the TENANT'S fit-up work on a timely
basis and shall instruct their respective contractors to complete their work
with as little interference as possible with the other contractors on the site.
4.3 Completion of Construction. Promptly upon completion of construction
of the Building and Improvements, LANDLORD shall give notice of such completion
to TENANT. In addition, LANDLORD shall furnish to TENANT a copy of the
Certificate of Occupancy for the Building.
4.4 Utilities. LANDLORD shall furnish electric, gas and telephone lines
and conduits and water and sewer pipes at the outer edge of the Demised
Premises. TENANT shall be responsible for hooking up to such utility lines,
pipes and conduits, at its sole cost and expense. LANDLORD grants to TENANT an
easement over those portions of the Shopping center adjacent to the Demised
Premises for the purpose of tying in to said utility lines, pipes and conduits.
In the event that any damage is caused to the parking lot, paving areas,
walkways or other parts of the proposed Shopping Center as a result of the tying
in to said utility lines, pipes and conduits by the TENANT, then the TENANT
shall, at its sole cost and expense promptly repair said damage.
ARTICLE V
Rent
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5.1 Base Rent. TENANT covenants and agrees to pay to LANDLORD the sum of
ONE MILLION THREE HUNDRED THIRTY ONE THOUSAND SEVEN HUNDRED THREE AND 75/100
($1,331,703.75) DOLLARS throughout the term of the Lease as set forth in Exhibit
"C" attached hereto and made a part hereof to Xxxxxx Avenue East, L.L.C., c/o
0000 Xxx Xxxx Xxxx, Xxxxxx, Xxx Xxxxxx 00000 or such other place as LANDLORD may
by notice in writing to TENANT from time to time direct, in monthly installments
as set forth on Exhibit "C", in advance, on or before the first ( day of each
calendar month for the then current month during the term of this Lease. Base
Rent for the first month of the term of this Lease shall be paid upon execution
of this Lease by both parties.
5.2 Additional Rent. All sums which TENANT under any of the provisions of
this Lease assumes or agrees to pay, or which TENANT agrees are to be at the
expense of TENANT, are deemed and considered to be rent, and in the event of
non-payment thereof, LANDLORD will have all rights and remedies provided for
herein, by law or equity, in the case of non-payment of rent.
5.3 Net Lease. The annual rent, additional rent and all other sums
required to be paid by TENANT under this Lease shall be absolutely net to
LANDLORD throughout the term of this Lease, free of deductions or setoffs
whatsoever with respect to the Premises and/or the ownership, leasing,
operation, maintenance, repair, rebuilding, use or occupation thereof, or with
respect to any interest of LANDLORD therein, it being the intention of the
parties hereto that, by the execution of this Lease, TENANT shall, during the
term of this Lease, assume, pay, or otherwise discharge, with respect to the
Premises, every obligation relating thereto, except as otherwise expressly
provided in this Lease.
No event or occurrence during the term of this Lease, whether foreseen or
unforeseen, shall give TENANT the right to terminate this Lease or to quit or
surrender the Premises or relieve TENANT of its liability for the full annual
minimum rent, additional rent and other sums required to be paid by TENANT under
this Lease, or performance of any of TENANT'S other obligations under this
Lease.
ARTICLE VI
Liens and Encumbrances
----------------------
6.1 No Right to Encumber without Consent. Without LANDLORD'S prior written
consent, which consent shall not be unreasonably withheld, TENANT shall not have
the right to encumber this Lease or TENANT'S interest in the Demised Premises or
the Improvements, furnishings, furniture, equipment, fixtures, and personal
property thereon; provided, however, that said consent may be withheld by
LANDLORD in the event that said encumbrance would adversely affect the
LANDLORD'S ability to sell, refinance or redistribute its ownership interests in
the Property.
ARTICLE VII
Taxes
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7.1 Real Estate Taxes. As additional rent, TENANT agrees to pay its
proportionate share of all taxes levied upon the Property and land of any nature
whatsoever, including special assessments. Special assessments shall be prorated
taking into consideration the useful life of the improvement and the years
remaining on the TENANT's lease term. In no event shall TENANT be responsible
for the proportionate share of assessments beyond the term of this lease.
The payment by TENANT of all real estate taxes shall commence
simultaneously with the Initial Term rent payments hereunder and shall be
payable throughout the term of this Lease. TENANT'S proportionate share shall be
a fractional share of the taxes assessed against the Property, the numerator of
which shall be the number of square feet of gross floor area of the Demised
Premises and the denominator of which shall be the number of square feet of
gross floor area in all the buildings in the Property once a Certificate of
Occupancy is issued for the other buildings. Until that date TENANT'S
proportionate share shall be as follows: Fifteen (15%) Percent of the land cost
and a percentage of the improvement cost that is proportionate to the
improvements used by the TENANT. If there are no other improvements on the
property except for those improvements that are for the TENANT's use, TENANT
shall pay One Hundred (100%) Percent of the improvement costs of the tax xxxx.
7.2 Taxes. TENANT agrees to pay all taxes levied upon personal property,
including trade fixtures and inventory, kept on the Demised Premises, as well as
all taxes levied against the Demised Premises during the term of this Lease,
after the presentation to TENANT by LANDLORD of statements from taxing
jurisdiction in which the property is located.
LANDLORD may direct the taxing authorities to send the statements directly
to TENANT, in which case TENANT shall pay all such taxes prior to the date when
any interest or
penalty shall be due and shall immediately provide proof of payment to LANDLORD.
TENANT and LANDLORD further agrees that TENANT, in the name of LANDLORD, but at
TENANT's sole expense, may protest any assessment before any taxing authority or
board or maintain any necessary legal action in reference to said assessment or
for the recovery of any taxes paid thereon. Nothing herein contained shall
require TENANT to pay any income or excess profits taxes assessed against
LANDLORD or any corporate, capital stock, or franchise tax imposed upon
LANDLORD. In addition, LANDLORD may protest any assessment regarding the Demised
Premises before any taxing authority or board or maintain any necessary legal
action in reference to said assessment or for the recovery of any taxes paid
thereon and TENANT shall pay its proportionate share of any such action.
7.3 Method of Payment. Except in the case where TENANT shall pay taxes
directly, LANDLORD shall give written notice advising TENANT of its estimated
proportionate share of the amount of taxes, together with a copy of the tax
xxxx, and TENANT shall pay such amount to LANDLORD together with its monthly
rental payment. If this Lease shall terminate during a tax year, TENANT shall
pay to LANDLORD its prorated portion of the amount that would have been due for
the full tax year based on the number of days of said tax year expired on the
date of termination.
7.4 Tax Appeal. TENANT shall have the right, in concert with other TENANTS
and/or LANDLORD (but without cost to LANDLORD) to consent or appeal any tax or
special assignment.
7.5 Pro-Rated Payment. All sums to be paid by TENANT to LANDLORD pursuant
to this Article VII shall be pro-rated from the Rental Commencement Date.
ARTICLE VIII
Utilities and Services
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8.1 Utilities and Charges Therefor. Commencing on the date on which the
LANDLORD has delivered the Demised Premises ready for TENANT to commence its
interior fit-up work, and during the entire term of this Lease, TENANT agrees to
pay directly to the Authority charged with the collection thereof, all charges
for water, gas electricity, telephone, sewer and other utilities, including
hook-up fees therefore, used or consumed in the Demised Premises and shall make
its own arrangements for such utilities. TENANT shall produce to LANDLORD upon
request receipts for payment of utility bills which, if unpaid, could become a
lien upon the Demised Premises. TENANT shall pay when due and prior to the time
that any lien or charge may be imposed upon the Demised Premises for nonpayment
thereof, any assessment or charges made by a public utility or municipal or
other public body against the Demised Premises for any improvement benefiting
the Demised Premises. In the event any such services cannot be reasonably
procured from any authority, and LANDLORD provides any such services, TENANT
shall reimburse LANDLORD for its proportionate share of any such services used
or consumed in the Demised Premises as additional rental.
ARTICLE IX
Insurance
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During the Lease Term, TENANT, at its expense, shall maintain in effect:
a. fire and casualty insurance (with broadest available form of extended
coverage endorsement, including vandalism and malicious mischief) on the
Building and Improvements on the Demised Premises in an amount equal to one
hundred percent (100%) of the full replacement cost value thereof. On each
anniversary of the commencement of this Lease, TENANT shall request the insurer
to determine if the replacement cost value has increased, and if the insurer
determines that there has been an increase, TENANT shall increase the amount of
the coverage so that the policies insure one hundred percent (100%) of the
replacement cost value of the Building and Improvements; and
b. general public liability insurance against claims for personal injury,
death or property damage occurring on or about the Demised Premises with
combined single limit liability protection in the amount of not less than Two
Million Five Hundred Thousand Dollars ($2,500,000.00).
During the Preliminary Period, and with respect to any construction
performed by TENANT in connection with any TENANT fit-up, TENANT, at its
expense, shall maintain in effect Completed Value Form Builders Risk Insurance
with an extended coverage endorsement on one hundred percent (100%) of the value
of the Building and Improvements.
All insurance policies set forth above shall be carried in favor of
LANDLORD and TENANT, as their respective interests may appear. In addition, all
such insurance shall be in such form and with such responsible companies
licensed to do business in the State of New Jersey as LANDLORD shall approve,
which approvals shall not be unreasonably withheld. Each policy shall contain a
provision that no act or omission of TENANT shall affect or limit the obligation
of the insurance company to pay LANDLORD the amount of the loss sustained. All
policies shall provide for at least thirty (30) days written notice to LANDLORD
before cancellation or modification. Insurance certificates and original
policies furnishing of all such insurance shall be provided to LANDLORD
throughout the entire term of this Lease.
ARTICLE X
TENANT's Additional Covenants
-----------------------------
10.1 Affirmative Covenants. At all times during the term of this Lease and
such further time as TENANT occupies the Demised Premises or any part thereof,
TENANT shall covenant as follows:
10.1.1 Use and Occupancy. To use or occupy the Demises Premises as a
commercial bank and for no other purposes. TENANT shall not close its business
for more than ten (10) days or move out of or vacate the Demised Premises during
the term of this Lease.
10.1.2 Compliance with Law. To make all repairs, alterations, additions or
replacements to the Demised Premises required by any law or ordinance or any
order or regulation of any public authority because of TENANT's use of the
Demised Premises not occasioned by the material negligence of the Landlord or
the negligence of any other tenants in the Shopping Center; to keep the Demised
Premises equipped with all safety appliances so required because of such use; to
procure any licenses and permits required for any such use; to pay all
municipal, county or state taxes assessed against the personal property or any
kind owned by or placed in, upon or about the Demised Premises by TENANT; and to
comply with the orders and regulation of all governmental authorities, except
that TENANT may defer compliance so long as the validity of any such law,
ordinance, order or regulation shall be contested by TENANT in good faith and by
appropriate legal proceedings and provided that TENANT first gives LANDLORD
assurances reasonably satisfactory to LANDLORD against any loss, cost or expense
on account thereof. LANDLORD has not made any warranty or representation as to
whether TENANT will be able to procure any license, permit, or approval with
respect to the Demised Premises, nor is this Lease in any way contingent upon
TENANT's ability to procure any such license, permit or approval with respect to
the Demised Premises.
10.1.3 Payment for TENANT's Work. To pay promptly when due the entire cost
of any work to the Demised Premises undertaken by TENANT and to bond against or
discharge any liens for labor or materials within ten (10) days after written
request by LANDLORD; to procure all necessary permits before undertaking such
work; and to do all of such work in good and workmanlike manner, employing
materials of good quality and complying with all governmental requirements. The
TENANT covenants and agrees that with regard to any construction work to
be performed with respect to the Demised Premises, the TENANT will require all
general contractors and subcontractors to execute a Waiver of Liens which will
provide that said general contractors or subcontractors shall not be permitted
to file any liens for labor or materials in connection with said construction.
10.1.4 Indemnity. To defend with counsel, save harmless and indemnify
Landlord from all claims or damage to or of any person or property while on the
Demised Premises unless arising from any negligence of LANDLORD, and from all
claims or damage to or of any person or property occasioned by any omission,
fault, neglect or other misconduct of TENANT.
10.1.5 LANDLORD's Right to Enter. To permit Landlord and its agents to
examine the Demised Premises at reasonable times and to show the Demised
Premises to prospective purchasers and lenders, provided such entry shall not
unreasonably interfere with TENANT's occupancy of its business in the Demised
Premises. LANDLORD shall provide reasonable notice to TENANT of any showing
unless there is an emergency.
10.1.6 Personal Property at TENANT's Risk. That all of the furnishings,
fixtures, equipment, effects and property of every kind, nature, and description
of TENANT and of all persons claiming under TENANT that may be on the Demised
Premises shall be at the sole risk and hazard of TENANT, including if the whole
or any part thereof shall be destroyed or damaged by fire, water, or otherwise,
or by the leakage or bursting of water pipes.
10.1.7 Payment of LANDLORD's Cost of Enforcement. To pay on demand
LANDLORD's expenses, including reasonable attorney's fees, incurred in enforcing
any obligation of TENANT under this Lease or in curing any default by TENANT
under this Lease as provided in Section 13.2(d), provided LANDLORD shall prevail
in any judicial proceedings in respect to such enforcement.
10.1.8 Yield Up. At the expiration of the term of this Lease or earlier
termination of this Lease: to remove all trade fixtures and personal property;
to repair any damage caused by such
removal; to remove all TENANT's signs wherever located; and to surrender all
keys to the premises and yield up the Demised Premises, broom clean and in the
same good order and repair in which TENANT is obligated to keep and maintain the
Demised Premises by the provisions of this Lease, reasonable wear and tear
excepted. Any property not so removed shall be deemed abandoned and may be
removed and disposed of by Landlord in such manner as LANDLORD shall determine,
without any obligation on the part of LANDLORD to account to TENANT for any
proceeds therefrom, all of which shall become the property of LANDLORD. TENANT
shall further indemnify LANDLORD against all loss, cost and damage resulting
from TENANT's failure and delay in surrendering the Demised Premises.
10.1.9 Maintenance. To maintain the Demised Premises and, at its own
expense, to effect all necessary repairs and replacements to the Demised
Premises and to keep the Demised Premises in good order and condition,
reasonable wear and tear excepted, and to keep the Demised Premises in a clean
and sanitary condition according to applicable state, city and county health and
sanitary laws and ordinances during the term of this Lease. The Demised Premises
shall not be maintained as, nor become, a private or public nuisance. In
addition, at all times during the term of the Lease, TENANT shall maintain a
maintenance contract with a qualified reputable service maintenance company for
the heating, ventilation and air conditioning equipment ("HVAC") servicing the
Demised Premises which contract shall include specific provisions for regularly
scheduled periodic routine maintenance. TENANT shall furnish LANDLORD with a
true copy thereof.
10.1.10 Repair Obligations. Notwithstanding any language to the contrary
set forth herein, TENANT shall be responsible for all necessary repairs to the
exterior and foundation of the Demised Premises provided that said repairs are
occasioned by the act, neglect or negligence on the part of the TENANT, its
invitees, licensees, agents, contractors or customers.
10.1.11 Roof/HVAC Repair Obligations. Notwithstanding any language to the
contrary set forth herein, TENANT shall be responsible for all necessary repairs
to the roof and HVAC systems of the Demised Premises provided said repairs are
not occasioned by the material act, neglect or negligence on the part of the
LANDLORD.
10.2 Negative Covenants. TENANT covenants that it shall at all times
during the Lease term and such further times as TENANT occupies the Demised
Premises or any part thereof:
10.2.1 Overloading, Nuisance, etc. Not injure, overload, deface or
otherwise harm the Demised Premises; not commit any nuisance; nor make any use
of the Demised Premises which is improper, offensive or contrary to any law or
ordinance.
10.2.2 Installation, Alteration or Additional. Not make any installations,
alterations or additions (except only the non structural installation of
fixtures necessary or appropriate for the conduct of its business), without on
each occasion obtaining the prior written consent of LANDLORD, LANDLORD's
consent not to be unreasonably withheld.
10.3 Leasehold Improvements. During the term of this Lease, all leasehold
improvements shall remain the property of TENANT, and TENANT shall also be
entitled to the depreciation therefrom.
ARTICLE XI
LANDLORD's Additional Covenants
-------------------------------
11.1 Warranty on Use. LANDLORD warrants and represents that it is the
owner in fee of the Land shown on Exhibit "A".
11.2 Quiet Enjoyment. LANDLORD agrees that upon TENANT'S paying the rent
and performing and observing the agreements, conditions and other provisions on
its part to be performed and observed hereunder, TENANT shall and may peaceably
and quietly have, hold
and enjoy the Demised Premises during the Lease Term without any danger of
hindrance or molestation from LANDLORD or anyone claiming under LANDLORD,
subject to the covenants and conditions of this Lease.
ARTICLE XII
Casualty or Taking
------------------
12.1 LANDLORD to Repair or Rebuild in the Event of Casualty. In case the
Demised Premises or any part thereof shall be damaged or destroyed by fire or
other casualty, taken (which term or reference to an eminent domain action
generally, for the purposes of this article, shall include a sale in lieu of the
exercise of the right of eminent domain) or ordered to be demolished by the
action of any public authority in consequence of a fire or other casualty, this
Lease shall, unless it is terminated as provided below in Section 12.2 or 12.3,
remain in full force and effect, except as provided below, and LANDLORD shall,
at its expense, proceed with due diligence to repair or rebuild the Demised
Premises, or what may remain thereof, so as to restore it as nearly as
practicable to the condition it was in immediately prior to such damage or
destruction. Said repair or rebuilding shall relate to the work to be performed
by LANDLORD in connection with the Building and shall not relate to the Tenant
fit-up work described in this Lease. In the event, however, that the destruction
to the Demised Premises exceeds fifty percent (50%) of the insurable value
thereof, then the LANDLORD shall have the right to terminate the Lease upon
sixty (60) days notice to TENANT. In the event that the LANDLORD is not able to
repair the Demised Premises for full use and operation by the TENANT within
eight (8) months of the date of said casualty, then the TENANT shall have the
right to terminate this Lease upon sixty (60) days written notice to the
LANDLORD. In the event that as a result of said casualty, TENANT is not able to
occupy any part of the Demised Premises, then TENANT'S rental obligations to
LANDLORD with regard to its base rent payments shall cease until the TENANT is
able to re-occupy the Demised Premises. In the event that as a result of said
casualty,
TENANT is only able to occupy a part of the Demised Premises, then TENANT'S
rental obligations to LANDLORD with regard to its base rent payments shall be
reduced on a pro-rata basis based upon the percentage of the Demised Premises
still usable by TENANT.
12.2 Right to Terminate in Event of Casualty. In case of any damage or
destruction occurring in the last twelve (12) months of the Initial Term or any
Renewal Term of this Lease, to the extent of fifty percent (50%) or more of the
insurable value of the Building, TENANT or LANDLORD may, at its option, to be
evidenced by notice in writing given to the other within twenty (20) days after
the occurrence of such damage or destruction, in lieu of repairing or replacing
the Building, elect to terminate this Lease on the date of such notice. In the
event the TENANT or LANDLORD shall so terminate, all insurance proceeds shall
become the property of the LANDLORD.
12.3 Eminent Domain. It is understood and agreed that if the whole of the
Demised Premises shall be taken for any public or quasi- public use under any
statute, or by right of eminent domain, or by private purchase by public
authority in lieu of the exercise of the right of eminent domain or if any part
of the Demised Premises is so taken and the part not so taken is insufficient
for the reasonable operation of TENANT's business in the reasonable opinion of
TENANT in consultation with LANDLORD, which opinion shall not be arbitrarily or
capriciously determined, then in any of such events, this Lease shall cease and
expire on the date when possession shall be taken thereunder of the Demised
Premises or part thereof and all rents, taxes and other charges shall be
prorated and paid to such date.
In the event that only a part of the Demised Premises is so taken and the
part not so taken shall be sufficient for the reasonable operation of the
TENANT's business, this Lease shall remain unaffected except:
a. The TENANT shall be entitled to a pro-rated reduction in the rent to be
paid hereunder, after the date of such taking, based on the proportion which the
space so taken bears
to the space originally demised, provided that consideration shall be given to
the respective values of the space taken and the space not taken based on the
award received;
b. The LANDLORD shall promptly after such taking, and at the LANDLORD's
expense, restore that part of the Building and Improvements not so taken to as
near its former condition as is reasonably possible. The TENANT shall be
responsible, at the TENANT'S expense, for the restoration of all its TENANT
fit-up work at the Demised Premises so that TENANT can re-open for business in
the Demised Premises. In the event, however, that the taking of the Demised
Premises exceeds fifty percent (50%) of either the square footage or insurable
value of the Demised Premises, then LANDLORD shall have the right to terminate
this Lease upon sixty (60) days notice to the TENANT.
In the event of any condemnation, taking or sale as aforesaid, whether
whole or partial, LANDLORD and TENANT shall be entitled to receive and retain
such separate awards and portions of lump sum awards as may be allocated to
their respective interests in any condemnation proceedings, or as may be
otherwise agreed, taking into consideration the fact that LANDLORD is the owner
of the Building and the Improvements. TENANT shall be entitled to receive such
part of the award that relates to non-fixtures and other items of personalty
owned by TENANT and utilized in connection with the Demised Premises. Nothing
contained herein, however, shall operate to reduce the amount of the award which
LANDLORD would otherwise receive for its fee interest in the Demised Premises.
In the event the condemning authority does not make separate awards and the
parties are unable to agree as to amounts which are to be allocated to the
respective interests of LANDLORD and TENANT, then each party shall select a
M.A.I. real estate appraiser, (individually, an "Appraiser" and collectively,
the "Appraisers") and the two Appraisers shall select a third Appraiser and the
three Appraisers shall determine the amount of such condemnation awarded which
is to be allocated to the respective interests of LANDLORD and TENANT. In the
event the two Appraisers are unable to agree on the selection
of the third Appraiser, the third Appraiser shall be selected by the president
of the Board of Realtors of Monmouth County, New Jersey.
ARTICLE XIII
Defaults
--------
13.1 Events of Default. The occurrence of any one of the following shall
constitute an event of default by TENANT whereupon LANDLORD may exercise its
remedies herein:
a. failure by TENANT to pay any sum required by this Lease on or before
the due date thereof;
b. failure by TENANT to perform or comply with any obligation of TENANT
required hereunder within fifteen (15) days after written notice thereof from
LANDLORD, or if such performance cannot be completed in fifteen (15) days,
within a reasonable time provided TENANT is diligently pursuing such
performance;
c. the filing of a petition against TENANT for adjudication of it as a
bankrupt or insolvent or for its reorganization or the appointment of a receiver
or trustee for the benefit of its creditors, if such petition is not dismissed
within sixty (60) days of filing; or the filing of such a petition by TENANT; or
an assignment by TENANT for the benefit of its creditors; or the taking of
possession of the property by any governmental officer or agency pursuant to
statutory authority for the dissolution or liquidation of the TENANT;
d. if the Demised Premises shall be unoccupied by TENANT or the TENANT
shall cease operating its business for a period of ten (10) consecutive days;
e. if TENANT's leasehold interest in the Demised Premises is taken by
execution;
f. failure of TENANT to pay a five percent (5%) late fee, which shall be
imposed for any rent not received by LANDLORD within ten (10) days after the
date on which any rent or other payment required hereunder is due.
13.2 Remedies. In addition to all other remedies available to LANDLORD at
law or equity, upon the occurrence of any event of default by TENANT, LANDLORD
at its option, may:
a. terminate this Lease and all the interests of TENANT in the Demised
Premises by giving TENANT ten (10) days notice of termination, and TENANT shall
thereupon surrender the Demised Premises in the same condition and with the same
effect (except as to TENANT's continuing liability for damages) as if the full
term of this Lease had expired;
b. with or without terminating this Lease, re-enter and repossess through
judicial proceedings the Demised Premises, or any part thereof, and relet, or
attempt to relet, any or all parts thereof upon such terms and conditions and to
such persons or entities, for such uses, and for such period or periods of time
as LANDLORD in its sole discretion, shall determine, including a term beyond the
original expiration date of this Lease. For the purpose of such reletting,
LANDLORD may make repairs, alterations, redecorations or additions to the
Demised Premises to the extent it determines the same to be desirable or
convenient, and the cost of such work shall be charged and payable by TENANT on
demand. However, LANDLORD shall not be responsible or liable for any failure to
relet the Demised Premises or any part thereof, or for any failure to collect
any rent upon such reletting;
c. with or without terminating this Lease , accelerate on demand the due
date for the payment of all rent remaining to be paid from and after the
occurrence of the event of default to the expiration of the term of this Lease,
and such an amount shall be paid to LANDLORD on demand as liquidated damages for
TENANT's default, in addition to all sums due and unpaid as of the date of the
event of default. The termination of this Lease by LANDLORD shall not relieve
TENANT of its obligation to pay these sums to LANDLORD as liquidated damages;
d. pay or perform for the account of TENANT any obligation or work to be
paid or done by TENANT pursuant to the provisions of this Lease which TENANT has
failed to pay or do, and LANDLORD may re-enter and repossess through judicial
proceedings such part of the
Demised Premises as may be necessary to perform such work. TENANT shall pay to
LANDLORD on demand as additional rent the amount so paid by LANDLORD or expended
by LANDLORD to do the work or otherwise cure the default by TENANT, together
with interest on amounts expended at the rate of ten percent (10%) per annum.
Notwithstanding anything above requiring LANDLORD to give notice to TENANT as a
condition to the occurrence of an event of default, in an emergency where there
is an immediate threat to the Demised Premises unless payment is made or work
done, LANDLORD may pay or perform obligations on behalf of TENANT which TENANT
has failed to pay or perform after notice to TENANT as much in advance as
practicable under the circumstances prior to LANDLORD's payment or performance
on behalf of TENANT.
13.3 Remedies Cumulative. Any and all rights and remedies which LANDLORD
may have under this Lease, and at law and equity, shall be cumulative and shall
not be deemed inconsistent with each other, and any two or more of such rights
and remedies may be exercised at the same time insofar as permitted by law.
13.4 TENANT's Waivers. TENANT hereby waives the service of any notice of
intention to re-enter provided for in any statute, or of the institution of
legal proceedings for the purpose, and in addition waives any right of
redemption or re-entry or repossession, or to restore the operation of this
Lease if it is terminated or if TENANT is dispossessed by any judgment or by
warrant of any court or judge in the case of re-entry or repossession by
LANDLORD, or in the case of expiration of the term of this Lease. Tenant, in
addition, waives any and all benefits of any and all laws now or hereafter in
force or effect exempting property of TENANT from liability for rent or for
debt.
TENANT waives the right to any notices to quit as may be specified in
N.J.S.A. 2A:18-61.4, as amended, and LANDLORD agrees to give TENANT sixty (60)
days prior notice to vacate.
13.5 Effect of Landlord's Actions. Neither the failure by LANDLORD to
insist upon the strict performance of any covenant, agreement or condition of
this Lease or to exercise any right or remedy with respect thereto, nor the
acceptance of any full or partial rental payment or other compensation payable
hereunder, shall constitute a waiver of the breach of any such covenant,
agreement or condition of this Lease. LANDLORD, notwithstanding any such failure
or acceptance of payment, shall have the right hereafter to insist upon the
strict performance by TENANT of any and all terms, covenants, agreements,
conditions and provisions of this Lease to be performed by TENANT. There shall
be no waiver of any term covenant, agreement, conditions and provision hereof
except by written agreement of the party to be charged with the waiver.
13.6 Late Charge. In the event that any monthly installment of rent shall
become overdue for a period in excess of five (5) days, TENANT shall pay any
additional charge to defray the expenses incident to handling each such overdue
installment equivalent to five percent (5%) of each such overdue installment.
Such additional charge shall be due on demand and payable as additional rent and
acceptance by LANDLORD of any overdue installment of rent and such additional
charge shall not be construed as a waiver of TENANT's obligation to pay each
installment of rent on the first day of each calendar month as hereinabove set
forth.
ARTICLE XIV
Miscellaneous Provisions
------------------------
14.1 TENANT shall not, without the prior written consent of LANDLORD,
which consent shall not be unreasonably withheld except as set forth below,
assign this Lease or sublet a portion of the Demised Premises, or mortgage,
pledge or encumber its leasehold interest created hereby (a "Pledge"). In the
event that LANDLORD consents to any assignment or subletting, TENANT shall
nevertheless remain liable for the performance of this Lease, and such consent
shall not be deemed to be consent to any further subletting or assignment.
TENANT agrees to pay LANDLORD, upon demand, the reasonable costs incurred by
LANDLORD in
connection with any request by TENANT for LANDLORD to consent to any assignment,
subletting or pledge by TENANT. LANDLORD shall have the right to unreasonably
withhold its approval from any assignment or subletting in the event that the
assignee or sublessee is engaged in a business other than as a commercial bank.
If LANDLORD approves any assignment or subletting, LANDLORD shall receive all
profit from any subletting. Notwithstanding anything to the contrary contained
herein, in the event that there is a bank consolidation or takeover of Two River
Community Bank by another commercial bank, TENANT shall have the right to assign
the Lease to said commercial bank with the understanding that the assignee shall
assume all obligations under the Lease, including but not limited to, the
payment of rent.
14.2 Notice from One Party to the Other. Any notice from LANDLORD to
TENANT or from TENANT to LANDLORD shall be deemed duly served if mailed by
express, registered or certified mail, return receipt requested, postage
prepaid, addressed, or if delivered by a nationally-recognized next day or
courier service, if to TENANT, at the original address of TENANT or such other
address as TENANT shall have last designated by notice in writing to LANDLORD,
and if to LANDLORD, at the original address of LANDLORD or such other address as
LANDLORD shall have last designated by notice in writing to TENANT. Any notice
shall be deemed effective when received.
14.3 Recording. TENANT agrees not to record this Lease, but TENANT agrees
on request of the LANDLORD, to execute a Notice or short form of this Lease in a
recordable form in compliance with applicable statutes, and reasonably
satisfactory to LANDLORD's attorney. Any such document shall expressly state
that it is executed pursuant to the provisions contained in this Lease, and is
not intended to vary the terms and conditions of this Lease.
14.4 Acts of God. In any case where either party hereto is required to do
any act, excluding the payment of rent or other sum required to be paid by
TENANT to LANDLORD hereunder, delays caused by or resulting from Acts of God,
war, civil commotion, fire or other casualty, labor difficulties, shortages of
labor, materials or equipment, government regulations,
or other causes beyond such party's reasonable control shall not be counted in
determining the time during which work shall be completed, whether such time be
designated by a fixed date, a fixed time or "a reasonable time".
14.5 Waiver of Subrogation. All insurance which is carried by either party
with respect to the Demised Premises, whether or not required, shall include
provisions which either designate the other party as one of the additional
insureds or deny to the insurer acquisition by subrogation of rights or recovery
against the other for loss or injury against which the waiving party is
protected by insurance carried by the other any right to participate in the
adjustment of loss or to receive insurance proceeds and agrees upon request
promptly to endorse and deliver to the other party any checks or other
instruments in payment of loss in which it is named as payee.
14.6 No Accord and Satisfaction. No acceptance by LANDLORD of a lesser sum
than the rent of any other charges then due shall be deemed to be other than on
account of the earliest installment of such rent or charge due, nor shall any
endorsement or statement on any check or any letter accompanying any check or
payment as rent or other charge be deemed an accord and satisfaction, and
LANDLORD may accept such check or payment without prejudice to LANDLORD's right
to recover any balance of such installments or pursue any other remedy in this
Lease provided.
14.7 Applicable Law and Construction. This Lease shall be governed by and
construed in accordance with the laws of the State of New Jersey, and if any
provisions of this Lease shall to any extent be invalid, the remainder of this
Lease shall not be affected thereby. There are no oral or written agreements
between LANDLORD and TENANT affecting this Lease. This lease may be amended only
by instruments in writing executed by LANDLORD and TENANT. LANDLORD shall not be
deemed in any way or for any purpose, to have become, by the execution of this
Lease or any action taken thereunder, a partner of TENANT in its business or
otherwise a joint venturer or member of any enterprise of TENANT. The titles of
the several Articles and Sections contained herein are for convenience of
reference only and shall not be
considered in construing this Lease. Unless repugnant to the context, the words
"LANDLORD" and "TENANT" appearing in this Lease shall be construed to mean those
names above and their respective heirs, executors, administrators, successors
and assigns, and those claiming through or under them respectively.
14.8 TENANT's Certificate. Tenant shall from time to time within ten (10)
days of any request by LANDLORD execute and deliver to LANDLORD a certificate in
form for recording stating that this Lease is in full force and effect, has not
been modified (or, if it has been modified, identifying the modification), that
to the best of TENANT's knowledge, no default exists on the part of either
LANDLORD or TENANT (or, if such a default does exist, specifying the default)
and specifying that date to which rent and other charges have been paid by
TENANT hereunder. It is intended that any purchaser or mortgagee of LANDLORD's
fee interest in the Demised Premises or any assignee of LANDLORD's interest in
this Lease may rely on such a certificate by TENANT.
14.9 Limitation of Liability. The liability of LANDLORD, its members, and
successors of interest, under or with respect to this Lease, shall be strictly
limited to and enforceable only out of its or their interest in the Demised
Premises, and shall not be enforceable out of any other assets. In the event of
the voluntary or involuntary transfer of fee ownership of the Demised Premises,
LANDLORD shall be freed and relieved of all liability and obligation hereunder
which shall thereafter accrue and TENANT shall look solely to such successor in
interest for the performance of the covenants and obligations of the LANDLORD
hereunder which shall thereafter accrue. LANDLORD acknowledges that any sale or
other transfer of the Demised Premises shall be subject to the rights of TENANT
under this Lease. TENANT acknowledges that no mortgagee which shall succeed to
the interests of LANDLORD shall be liable for any previous act or omission of
the LANDLORD.
ARTICLE XV
Common Area
-----------
15.1 Common Area. LANDLORD hereby grants to TENANT, in common with
LANDLORD and other tenants, with respective invitees and licensees, the right to
use the parking and public areas in the Property of which the Demised Premises
is a part, Subject to the conditions hereinafter provided. TENANT hereby agrees
that:
a. LANDLORD may designate in the Property an area for TENANT's employee
parking.
b. Said parking area will not be used for permanent garaging or overnight
parking.
c. TENANT will conform with the reasonable rules and regulations of the
common areas as LANDLORD may adopt common for all other tenants (Exhibit "E")
d. LANDLORD reserves the right to close any or all portions of the common
areas to such extent and for such time as is legally necessary to prevent a
dedication thereof or the accrual of any rights to any person or to the public
therein; and to make changes, additions, depletions, alterations or improvements
in and to said common areas, including methods of ingress to and egress from
such common areas, provided there shall be no obstruction of TENANT's rights of
ingress to and egress from the Demised Premises.
15.2 Common Area Charges. LANDLORD shall operate, maintain and repair the
common areas for the Property. TENANT, for the common areas services to be
performed by LANDLORD, shall pay, as additional rent, on the first day of each
month, its proportionate share of LANDLORD's costs for the Common Area Services
commencing on the date of the beginning of the Initial Term and on each
successive anniversary thereof during the term of this Lease.
15.3 Common Area Services. "Common Area Charges" shall mean in connection
with the operation and repair of the common area:
TENANT's proportionate share of the expenses of maintaining all common
areas including without limitation all costs and expenses of operating,
maintaining and repairing, cleaning, painting, striping, policing and securing
the Common Areas (including the cost of equipment and employment taxes); removal
of snow, ice, trash and debris; regulation of traffic; costs and expenses of
inspecting of machinery and equipment used in the operation and maintenance of
the common areas and personal property taxes and other charges incurred in
connection with such equipment; costs and expenses of repair of paving, curbs,
walkways, landscaping, drainage, pipes, ducts, conduits and similar items, and
lighting facilities; costs and expenses of planting, replanting and replacing
flowers, shrubbery and planters; costs and expenses incurred in the rental of
music program service and loudspeaker systems, including furnishing electricity
therefor; costs of water and sewer if not metered separately; and costs of
services, if any, furnished by the LANDLORD for non-exclusive use of all
tenants.
15.4 Determination and Payment of Common Area Charges. TENANT'S
proportionate share of the Common Area Charges will be determined by using a
fraction, the numerator of which shall be the square footage of the Demised
Premises and the denominator of which shall be the total number of square feet
of gross floor area for all buildings that have a building permit on the
Property. Until that date TENANT shall pay a percentage of the Common Area
Charges that is proportionate to the amount of Common Area Services provided by
LANDLORD for the TENANT's use of the site. If no other improvements are
constructed on the property except for those improvements that are for the
TENANT's use, TENANT shall pay One Hundred Percent (100%) of the Common Area
Charges.
The annual charge to TENANT for the first Lease year shall be an amount
estimated by LANDLORD. Within ninety (90) days after the end of each year,
LANDLORD may furnish to TENANT a statement of LANDLORD's costs of common area
services paid by LANDLORD during such period, and thereupon there shall be an
adjustment between LANDLORD and TENANT so that LANDLORD shall receive the entire
of TENANT's proportionate share and no
more. If additional amounts are found to be due and owing LANDLORD, such amount
shall be payable by TENANT within twenty (20) days after the rendition of the
statement, and if amounts are found to be owing to TENANT, then TENANT shall be
entitled to a credit against its share of Common Area Charges for the ensuing
lease year. For the next ensuing lease year, TENANT's proportionate share of the
Common Area Charges shall be based upon such costs determined for immediately
preceding lease year which shall be adjusted as herein provided.
The TENANT'S obligation to commence to pay the cost of its common area
services shall commence on the same date as the commencement of its obligation
to pay basic rent pursuant to the terms of this Lease.
ARTICLE XVI
Signs
-----
16.1 Signs. TENANT shall have the right to place signs, at its own
expense, upon the exterior of the Demised Premises identifying TENANT, provided
such signs comply with the local ordinances and regulations, are of a reasonable
size, content and color are not flashing or otherwise considered to be a
distraction or nuisance to third parties, and all such signs shall be subject to
the prior written approval of LANDLORD and shall be at TENANT's sole cost and
expense. It is the responsibility of TENANT to investigate the rules and
regulations of any and all appropriate governmental authorities governing sign
size and location and to obtain any necessary approval. LANDLORD may install a
monument for the shopping center or other signage. Said signage shall be at
locations designated by LANDLORD and shall be designed in accordance with
LANDLORD'S plans.
ARTICLE XVII
Hazardous Waste Provisions
--------------------------
17.1 Hazardous Waste. TENANT represents that its Standard Industrial
Classification is SIC 6159 and such number is presently exempt from the
Industrial Site Recovery Act as set forth in the N.J.S.A. et seq. ("ISRA").
TENANT covenants to maintain its exempt status for the
term of this Lease or LANDLORD may terminate this Lease. TENANT shall
immediately notify LANDLORD of any change in its exempt status.
TENANT shall, at TENANT'S own expense, comply with ISRA and the
regulations promulgated thereunder in the event of the closing, termination or
transfer of TENANT's operation at the premises. TENANT shall also provide all
information within TENANT's control requested by LANDLORD including a Letter of
Non-Applicability. In the event that ISRA compliance becomes necessary at the
premises due to any action or non-action on the part of the LANDLORD, then
LANDLORD shall comply with ISRA and all requirements of the NJDEP and TENANT
will cooperate in the execution of any documents required by LANDLORD or the
State of New Jersey.
ARTICLE XVIII
Subordination and Non-Disturbance Agreement
-------------------------------------------
18.1 Subordination and Non-Disturbance Agreement. The TENANT hereby
covenants and agrees to enter into a Subordination and Non- Disturbance
Agreement with LANDLORD, in form and substance satisfactory to LANDLORD in its
reasonable judgment, upon the request of Landlord and to execute such additional
agreements and documents from time to time as LANDLORD may request in connection
therewith.
ARTICLE XIX
Regulatory Approval of Tenant
-----------------------------
19.1 Regulatory Approval. The obligation of TENANT to comply with the
terms and conditions of this Lease are subject to the receipt by Tenant of
appropriate federal and state regulatory approvals for the operation of a branch
of its bank in the Demised Premises within ninety (90) days of the date hereof.
The Tenant shall use its best efforts to immediately apply for said federal and
state approvals and to diligently prosecute its approval applications. In the
event that the TENANT has not obtained said approvals within ninety (90) day
period, then the LANDLORD shall have the right to terminate this Lease, in which
event neither party shall have
any further obligation to the other except as set forth below. In the event that
the TENANT is not successful in obtaining the above-described approvals, then
the TENANT hereby agrees to (i) immediately notify LANDLORD in writing of said
fact, (ii) reimburse the LANDLORD for all charges incurred by the LANDLORD,
including interest payments, points, (charged by its lender) and reasonable
attorneys' fees, in connection with the loan obtained by LANDLORD to construct
the Demised Premises and (iii) continue to pay the LANDLORD'S interest charges
for a period from the date on which the LANDLORD is notified that the TENANT has
not obtained said approvals until the earlier of: (i) the date on which the
LANDLORD signs a lease with another tenant for the Demised Premises; or (ii)
nine (9) months from the date on which the TENANT has notified the LANDLORD that
it has not obtained said approvals.
ARTICLE XX
Construction of Shopping Center/Office Development
--------------------------------------------------
20.1 Development Project. TENANT acknowledges that the LANDLORD may
undertake a development project on the land adjacent to and including the
Premises, which development project may consist of a +/- 28,000 sq. ft.
retail/office center and a +/- 6,000 square foot freestanding building as set
forth on Exhibit D or other permitted uses. The foregoing is for informational
purposes only. In no event shall LANDLORD be required to undertake any or all of
the development project.
20.2 Cooperation in Project. TENANT agrees to cooperate with LANDLORD and
any construction personnel in connection with the development project including,
without limitation, allowing reasonable access onto the Demised Premises to
construction personnel in order to construct any improvements in connections
with the development project. In addition, TENANT shall not object to the
development project or any approvals required to be obtained by LANDLORD by any
governmental authority.
20.3 Easements. LANDLORD hereby reserves the right to allow cross access
easements and/or right of ways among and between the properties to be used in
the development
project if necessary or desirable for the construction, parking, and use of the
development project and its improvements.
ARTICLE XXI
Security Deposit
----------------
21.1 Amount of Security Deposit. As security for the faithful performance
by TENANT of all of the terms of this Lease, TENANT will concurrently with the
execution and delivery of this Lease, deposit with LANDLORD the sum of SIX
THOUSAND THREE HUNDRED NINETY ONE AND 66/100 ($6,391.66) DOLLARS which equals
one month's rent and which shall herein be referred to as the Security Deposit,
which shall be returned to TENANT, without interest, thirty (30) days after the
day set forth for the expiration of the Term herein (notwithstanding the fact
that this Lease may be sooner terminated), provided, however, that TENANT has
fully and faithfully carried out all of the terms of this Lease. TENANT's
acceptance of the return of the Security Deposit shall constitute an absolute
release by TENANT of LANDLORD for and from any and all claims of any kind
arising out of this Lease. The security deposit shall be adjusted so that it
remains equal to one month's rent. LANDLORD shall have the right to apply any
part of the Security Deposit to cure any default of TENANT and if LANDLORD does
so, TENANT shall upon demand deposit with LANDLORD the amount so applied so that
LANDLORD shall have the full Security Deposit on hand at all times during the
Term of this Lease.
21.2 Sale of Property. In the event of a sale of the Building or lease of
the land on which it stands, LANDLORD shall have the right to transfer the
Security Deposit to the vendee or lessee and the LANDLORD shall be considered
released by the TENANT from all liability for the return of the Security Deposit
and the TENANT shall look solely to the new LANDLORD for the return of the
Security Deposit and it is agreed that this shall apply to every transfer or
assignment made of the Security Deposit to a new LANDLORD. The Security Deposit
shall not be mortgaged, assigned or encumbered by TENANT. Any mortgagee of
LANDLORD shall be relieved and released from any obligation to return the
Security Deposit in the event such mortgagee comes into possession of the
Demised Premises and/or the Building by reason of foreclosure of its mortgage or
any proceeding in lieu thereof.
Insolvency of TENANT. In the event of the insolvency of TENANT, or other
proceeding described in Section 17.04 or in the event of the entry of a judgment
in bankruptcy in any court against TENANT which is not discharged within thirty
(30) days after entry, or in the event a petition is filed by or against TENANT
under any chapter of the bankruptcy laws of the State of New Jersey or the
United States of America, then in such event, LANDLORD may require the TENANT to
deposit security in an amount which in LANDLORD's sole judgment would be
sufficient to adequately assure TENANT's performance of all of its obligations
under this Lease including all payments subsequently accruing. Failure of TENANT
to deposit the security required by this Section within ten (10) days after
LANDLORD's written demand shall constitute a material breach of this Lease by
TENANT.
ARTICLE XXII
Option to Renew
---------------
22.1 Option to Renew. Tenant has the option, at the end of the term,
provided Tenant is not in default under the Lease, to renew this Lease for two
(2) additional five (5) year renewal terms. The Base Rent during each term shall
be as follows:
MONTHLY MONTHLY MONTHLY YEARLY
BUILDING DRIVE THRU TOTAL TOTAL
-------- ---------- ----- -----
FIRST RENEWAL:
YEARS 16-20 $ 8,596.25 $ 1,547.33 $ 10,143.58 $121,722.90
SECOND RENEWAL:
YEARS 21-25 $ 10,315.50 $ 1,856.79 $ 12,172.29 $146,067.48
The rent shall be payable as provided in accordance with the Lease. TENANT
shall notify the LANDLORD in writing at least .one hundred twenty (120) days
prior to the expiration of the term and the first renewal term of TENANT's
desire to renew the Lease.
ARTICLE XXIII
Special Provision
-----------------
23.1 Additional Lending Facilities. Landlord agrees that no other bank,
lending institution, credit unions or ATM's will be permitted on the site during
the term of this Lease, unless TENANT subleases or assigns this Lease to a
tenant that is not a commercial bank pursuant to Section 14.1.
IN WITNESS WHEREOF, the parties hereto have caused this Lease to be
executed the day and year first above written.
LANDLORD:
WITNESS: XXXXXX AVENUE EAST, L.L.C.
/s/ Xxxx Xxxxx By: /s/ Xxxxxxx Xxxxx
----------------------------- -----------------------------------
Xxxx Xxxxx Xxxxxxx Xxxxx, Managing Member
TENANT:
/s/ Xxxxxxx X. Xxxxxxx TWO RIVER COMMUNITY BANK
-----------------------------
SVP
By: /s/ Xxxxx X. Xxxxxx, President
-----------------------------------
Xxxxx X. Xxxxxx, President
EXHIBIT "A"
MATCH EXISTING
[MAP]
EXHIBIT "B"
Plans and Specifications
Landlord shall perform the following work:
Construction of a +/- 2,500 square foot building with +/-900 square foot three
lane drive- up window and a pass thru lane.
o All footings, foundation and structural work for the facility.
o The building skin consisting of a metal stud exterior with a
brick facade.
o Wood truss roof with Timberline shingles throughout.
o The drive-thru structure in its entirety.
o The interior face of the exterior walls to be insulated and
sheet-rocked, taped and spackled
o Two bathrooms complete.
o Sprinkler mains.
o HVAC equipment with no distribution.
o Electrical service to panel box at interior of the building.
o All required entrances, doors, frames, hardware and
curtainwall.
EXHIBIT "C"
ANNUAL BASE RENT*
----------------
MONTHLY YEARLY
MONTHLY TOTAL YEARLY TOTAL
------- ----- ------ -----
Building Drive Thru Building Drive Thru Yearly Total
-------- ---------- -------- ---------- ------------
1 Commencement of $ 5,416.66 $ 975.00 $ 6,391.66 $ 65,000.00 $ 11,700.00 $ 76,700.00
Initial Term-Year 5
2 Years 6- 10 $ 6,229.17 $ 1,121.25 $ 7,350.42 $ 74,750.00 $ 13,455.00 $ 88,205.00
3 Years 11- 15 $ 7,163.54 $ 1,289.44 $ 8,452.98 $ 85,962.50 $ 15,473.25 $101,435.75
* The above rent is solely the Base Rent and does not include the additional
rent, such as taxes, CAM and any other additional rent, which shall be
payable in accordance with the Lease.
- 1 -
EXHIBIT "D"
[MAP]
- 1 -
EXHIBIT "E"
RULES AND REGULATIONS
---------------------
1. All loading and unloading shall be done only in the areas and through the
entrances designated for such purposes by Landlord.
2. No aerial or any other device shall be erected on the roof or exterior walls
of the Demised Premises, or on the grounds without in each instance, the written
consent of the Landlord. Any aerial so installed without such written consent
shall be subject to removal by the Landlord, its agents or representatives
without notice at any time and at the sole cost and expense of Tenant. In
addition, Tenant shall use Landlord's roofer, at its sole cost and expense, in
conjunction with Tenant's installation of all devices erected on the roof.
3. No loudspeakers, televisions, radios or other devices shall be used in a
manner so as to be heard or seen outside of the Demised Premises without the
prior written consent of the Landlord.
4. Tenant shall keep the Demised Premises at a temperature sufficiently high to
prevent freezing of water pipes and fixtures.
5. Tenant shall, at Tenant's costs, contract the services of an exterminator on
a monthly basis or whenever deemed necessary by the Landlord.
6. Tenant is not permitted to use any space heaters, including but not limited
to kerosene, propane or electric.
7. The plumbing facilities shall not be used for any other purpose than that for
which they were constructed, and no foreign substance of any kind shall be
thrown therein, and the expense of any breakage, stoppage, or damage resulting
from a violation of this provision shall be borne by Tenant, who shall, or whose
employees, agents or invitees shall, have caused it.
8. Tenant shall promptly comply with all laws, orders, directions, rules and
requirements of governmental authorities and cognizant insurance carriers.
9. Maintain the rental space and all equipment within it in good repair and
appearance, and in neat, clean, safe and sanitary condition free of all garbage,
papers, and trash.
10. Use all electric, plumbing and other facilities in the Demised Premises
safely.
11. Promptly notify Landlord when there are conditions that require repair by
Landlord.
12. Comply with all rules and regulations made by Landlord from time to time,
respecting the delivery or shipment of merchandise, supplies, and fixtures to
and from the Demised Premises.
13. Immediately notify Landlord of any accident, fire or damage occurring to the
Demised Premises.
14. Do anything or permit anything to be done which tends to destroy the peace
and quiet of the Landlord, invitees or persons in the neighborhood.
15. Use or operate any equipment that in the Landlord's sole judgment is or may
be harmful to the Demised Premises or the Building of which the Demised Premises
is a part.
16. Conduct any auction, fire sale, bankruptcy sale, going-out-of-business sale,
or lost-our-lease sale, in or about the Demised Premises.
17. On a daily schedule, keep the sidewalks and outside adjacent areas to the
Demised Premises clear of debris, ice and snow.
18. The Building is a smoke-free environment. There shall be no smoking
permitted anywhere in the building within and including common areas, bathrooms,
hallways, stairwells and lobbies. Smoking is not permitted anywhere within the
Tenant's Premises.
19. When electrical wiring of any kind is introduced, it must be connected as
directed by Landlord, and no stringing or cutting of wires will be allowed,
except with the prior written consent of Landlord, and shall be done only by
contractors approved by Landlord.
20. Landlord shall have the right to prescribe the weight, size and position of
all safes and other bulky or heavy equipment, massed files and all freight
brought into the Building by Tenant, and also the times of moving the same in
and out of the Building. All such moving must be done under the supervision of
the Landlord. Landlord will not be responsible for loss of or damage to any such
equipment or freight from any cause; but all damage done to the Building by
moving or maintaining any such equipment or freight shall be repaired at the
expense of the Tenant. All safes shall stand on a base of such size as shall be
designated by the Landlord. The Landlord reserves the right to inspect all
freight to be brought into the Building, and to exclude from the Building all
freight which violates any of these Rules and Regulations, or violates the
Lease, of which these Rules and Regulations are a part. Tenant shall provide the
Landlord with ten (10) days written notice prior to the positioning or
installation of any item requiring Landlord's attention under this paragraph.
21. Failure of Tenant to comply with these Rules and Regulations constitutes a
Default under this Lease. After giving Tenant notice of such Default and an
opportunity to cure the same within the time provided by this Lease, Landlord
may (in addition to pursuing any other remedies available to Landlord under this
Lease) take the action necessary to cure the Default at Tenant's expense. Tenant
shall pay each such xxxx, as Additional Rent, within ten (10) days after
Landlord gives Tenant notice of the amount due.
