EXHIBIT 10.3
LEASE AGREEMENT
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BY AND BETWEEN:
LANDLORD: XXXXXXX X. XXXXXXXX and XXXXXXXXX X. XXXXXXXX
000 Xxxxxx Xxxxxx
Xxxxxx, Xxx Xxxxxx 00000
TENANT: MONMOUTH COMMUNITY BANK
000 Xxxxxx Xxxxxx
Xxxx Xxxxxx, Xxx Xxxxxx 00000-0000
PREMISES: 000 Xxxxxxx Xxxx
Xxxxxx Xxxx Xxxxxxx, Xxx Xxxxxx 00000
DATED: December 22, 1998
TABLE OF CONTENTS
ARTICLE 1. DEMISED PREMISES 4
ARTICLE 2. TERM 4
ARTICLE 3. OPTIONS TO RENEW 4
ARTICLE 4. BASIC RENT 5
ARTICLE 5. USE 5
ARTICLE 6. PAYMENT OF UTILITIES 6
ARTICLE 7. MAINTENANCE AND CARE BY TENANT AND
BY LANDLORD 6
ARTICLE 8. EXCAVATIONS 7
ARTICLE 9. INSTALLATIONS, ALTERATIONS AND REMOVALS 7
ARTICLE 10. SIGNS 7
ARTICLE 11. INSURANCE 8
ARTICLE 12. REPRESENTATIONS OF LANDLORD 9
ARTICLE 13. INDEMNITY 9
ARTICLE 14. DAMAGE OR DESTRUCTION 9
ARTICLE 15. HOLDOVER 10
ARTICLE 16. ASSIGNMENT 10
ARTICLE 17. INSPECTION 11
ARTICLE 18. QUIET ENJOYMENT 11
ARTICLE 19. SURRENDER 11
ARTICLE 20. MORTGAGES 11
ARTICLE 21. REAL ESTATE TAXES 11
ARTICLE 22. BROKERAGE 12
ARTICLE 23. DEFAULT 13
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ARTICLE 24. VIOLATION, EVICTION, RE-ENTRY AND
DAMAGES 13
ARTICLE 25. CONDEMNATION 13
ARTICLE 26. NOTICES 14
ARTICLE 27. SUCCESSORS AND ASSIGNS 14
ARTICLE 28. SEVERABILITY 14
ARTICLE 29. GOVERNING LAW 14
ARTICLE 30. WAIVER 14
ARTICLE 31. CAPTIONS 15
ARTICLE 32. JURY WAIVER 15
ARTICLE 33. NO DISQUALIFICATION 15
ARTICLE 34. MARGINAL NOTES 15
ARTICLE 35. ENTIRE AGREEMENT 15
ARTICLE 36. APPROVALS 15
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LEASE
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THIS LEASE made and entered into this 22nd day of December, 1998 by and
between XXXXXXX X. XXXXXXXX and XXXXXXXXX X. XXXXXXXX, whose address is 000
Xxxxxx Xxxxxx, Xxxxxx, Xxx Xxxxxx 00000 ("Landlord"), and MONMOUTH COMMUNITY
BANK, a banking corporation of the State of New Jersey, the principal place of
business of which is located at 000 Xxxxxx Xxxxxx, Xxxx Xxxxxx, Xxx Xxxxxx
00000-0000 ("Tenant").
W I T N E S S E T H:
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In consideration of the covenants and agreements contained herein and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Demised Premises. Landlord does hereby lease unto Tenant the premises
including a building and a parking lot area located at 000 Xxxxxxx Xxxx,
Xxxxxx Xxxx Xxxxxxx, Xxx Xxxxxx 00000 (such land and building hereinafter
referred to as the "Premises"), as more specifically described in Exhibit
"A" hereto together with all necessary rights of access thereto. Tenant at
its sole cost and expense shall obtain a certificate of occupancy and other
required permits necessary to provide for Tenant's lawful use and
occupancy. The Demised Premises are leased subject to the encumbrances and
conditions, if any, in Exhibit "A-1" hereto.
2. Term. The Term of this Lease shall be five (5) years, commencing on May 1,
1999 ("Commencement Date"), and ending on April 30, 2004 ("Term"). Landlord
shall deliver possession of the Premises to Tenant on the Commencement
Date.
3. Options to Renew.
3.1 Provided Tenant shall not then be in default, as defined below, in
the performance of any of its obligations and covenants under this
Lease, Tenant may renew the Term of this Lease upon all of the
terms, provisions and conditions herein set forth (unless otherwise
expressly set forth herein) for an additional successive period of
five years commencing on May 1, 2004 and ending on April 30, 2009
(the "First Renewal Term") by giving written notice thereof to
Landlord at the address set forth above by registered or certified
mail, postage prepaid, mailed not less than 180 days prior to the
expiration of the Term.
3.2 Provided Tenant shall not then be in default, as defined below, in
the performance of any of its obligations and covenants under this
Lease as extended through the First Renewal Term, Tenant may renew
the Term of this Lease upon all of the terms, provisions and
conditions herein set forth (unless otherwise expressly set forth
herein) for an additional successive period of five years commencing
on May 1, 2009 and ending on April 30, 2014 by giving written notice
thereof to Landlord at the address set forth above by registered or
certified mail, postage prepaid, mailed not less than 180 days prior
to the expiration of the First Renewal Term.
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4. Basic Rent. During the first and second lease years of the Term, Tenant
agrees to pay to Landlord as basic rent for the Premises, at the address
set forth above or at such other address the Landlord may designate in
writing from time to time, the sum of FIVE THOUSAND SIX HUNDRED DOLLARS and
00/100 ($5,600.00) per month, payable in advance the first day of each
month during the first and second lease years of the Term, without setoff
or deduction for any reason, beginning on the Commencement Date. On the
first day of the third, fourth and fifth lease years during the Term,
Tenant shall pay in advance on the first day of each month, without setoff
or deduction for any reason, the greater of (a) one hundred four percent
(104%) of the monthly payable for the immediately preceding lease year, or
(b) the basic rent of $5,600.00 increased by the percentage increase in the
Consumer Price Index for All Urban Consumers (1982-84=100) for New York -
Northeastern, New Jersey (or its substitute or successor) published by the
Bureau of Labor Statistics of the United States Department of Labor (the
"CPI") between May, 1999 and May of the applicable lease year. During each
year of the renewal term as set forth above, the basic rent shall be the
greater of (a) one hundred four percent (104%) of the monthly payment for
the immediately preceding lease year, or (b) the basic rent of $5,600.00
increased by the percentage increase in the CPI between May 1999 and May of
the applicable lease year. Since the rent payment for at least the first
month of a new lease year will be paid prior to the determination of any
applicable rent increase based upon the Consumer Price Index any increase
for months already elapsed after commencement of a new lease year shall be
added to the next monthly rent payment then becoming due and payable.
In the event the Consumer Price Index as aforesaid is discontinued or
unavailable, then in that event the parties shall select an equivalent and
substituted Index to be applied in the same manner as in this Lease
provided. If the Term begins or ends on a day other than the first day of a
month, rent for the months of beginning and expiration of this Lease shall
be prorated on a per diem basis.
5. Use.
5.1 The Premises may be used by Tenant for a bank with automatic teller
machines and drive-up window, offices, brokerage business or any other
lawful use.
5.2 Subject to exceptions stated in this lease, Tenant shall comply with
all laws, orders, rules and requirements of governmental
authorities, insurance carriers, board of fire underwriters or
similar groups that arise from its use and are applicable to the
Premises. Landlord represents and warrants to Tenant that to the
best of Landlord's knowledge on the date of delivery of possession
of the Premises to Tenant the Premises were in compliance with all
laws, orders, rules and requirements of governmental authorities,
insurance carriers, board of fire underwriters or similar groups and
represents that the Premises are zoned to permit the use of the
Premises as a bank with automatic teller machine and drive-up
window.
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6. Payment of Utilities. Tenant shall pay all charges for heat, gas,
electricity, water and other public utilities used and consumed by Tenant
on the Premises during the Term, and any extensions thereof.
7. Maintenance and Care by Tenant and by Landlord.
7.1 Tenant shall be responsible for all repairs and maintenance to the
interior premises except as set forth in 7.2. Subject to 7.2, Tenant
shall maintain and repair the plumbing, heating, air conditioning,
and ventilation system (collectively, the "Major Systems") within
the Demised Premises and replace light bulbs (interior and exterior
including ceilings and soffits). Except as otherwise provided
herein, Landlord shall keep and maintain the roof, exterior walls,
and structural floor slabs in good condition, reasonable wear and
tear excepted, and in the event of complete failure, not due to
Tenant's negligence or willful destruction, Landlord shall be
responsible for the replacement of the Major Systems. During the
time that Xxx 00, Xxxxx 46.01 on the Tax Map of the Borough of
Spring Lake Heights is only leased or rented by Tenant, Tenant shall
make repairs and maintain the parking area, maintain a service
contract for landscaping and the sprinkler system, ground sweeping,
pest control and remove the snow, ice and debris from the parking
lot. Tenant shall be responsible for its own janitorial services.
Tenant shall arrange for trash and rubbish removal from the
premises. Tenant shall further replace as necessary exterior pole
light bulbs during the period of time Xxx 00, Xxxxx 46.01 is only
leased or rented by Tenant.
7.2 Notwithstanding anything to the contrary contained in paragraph 7.1,
if the Landlord shall construct any other building(s) on Xxx 00,
Xxxxx 46.01 then the Landlord shall be responsible to repair,
maintain and replace the parking area associated with such other
building, remove the snow, ice and debris from the parking area
associated with such other building and be responsible for removal
of trash and rubbish from the parking area associated with such
other building.
7.3 Tenant on request to Landlord will be entitled to copies of any
bills or other documentation evidencing any costs which have been
incurred by Landlord and which Tenant is obligated to reimburse in
whole or in part to Landlord under this Article or under any other
Article on this Lease. It is agreed that no apportionment of any
common area costs should ever be made in a manner to result in
Landlord recovering more from Tenant than Tenant's proportionate
share of such increase.
Even though the term has expired and Tenant has vacated the premises
when the final determination is made of Tenant's share of common
area costs for the year in which this lease expires or terminates,
Tenant shall immediately pay any monies due and conversely any
overpayment that may have been made on the basis of any estimate by
Landlord shall be refunded to Tenant immediately.
8. Excavations. In the event that Landlord requires an excavation be made for
building or other purposes upon land near, adjacent or contiguous to the
Demised Premises, or in the
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event that same shall be contemplated to be made, Tenant agrees upon
reasonable notice to Tenant to afford the person or persons causing or to
cause such excavation, license to enter upon the Demised Premises in
accordance with the Tenant's reasonable security concerns for the purpose
of doing such things as are or may be contemplated or allowed by any
present or future laws, rules, requirements, orders, direction, ordinances
or regulations of the United States of America, or of the state, county or
city governments or of any other municipal, governmental or lawful
authority whatsoever. Entry shall be made in a way to minimize disruption
to Tenant. In accordance with the reasonable security provision of Tenant,
Landlord does hereby retain the right to have access to and entry into the
Demised Premises including but not limited to the non-exclusive use of the
parking area and access area into the premises adjacent thereto known as
0000 Xxxxxxx 00, Xxxxxx Xxxx Xxxxxxx, Xxx Xxxxxx and 0000 Xxxxxxx 00,
Xxxxxx Xxxx Xxxxxxx, Xxx Xxxxxx as shown on the Map attached hereto as
Exhibit B. Landlord shall exercise reasonable care to prevent any
destruction, damage or injury or loss to the Demised Premises by Landlord
or excavators or any other third person.
9. Installations, Alterations and Removals.
9.1 Tenant may make alterations, changes or permanent additions or
improvements to the Premises with Landlord's consent not to be
unreasonably withheld or delayed provided that if such involves an
expenditure of less than $10,000.00, Landlord's consent shall not be
required. Any such permitted alterations and additions shall be made
at Tenant's sole cost and expense and shall be completed free and
clear of all mechanics' and other similar liens and claims. All
equipment, fixtures and personal property installed by Tenant shall
be and shall remain the property of Tenant and may be removed by
Tenant upon termination of this Lease provided, however, that Tenant
shall repair all damage to the Premises caused by such removal.
9.2 If any mechanic's or materialmen's lien is filed against the
Premises for work claimed to have been done for, or materials
claimed to have been furnished to Tenant in undertaking such
alterations or additions or installing such equipment, fixtures or
property, such lien shall be discharged or bonded by Tenant within
thirty (30) days thereafter, at Tenant's sole cost and expense, by
the payment thereof or by filing any bond required by law. If Tenant
fails to discharge any such mechanic's or materialmen's lien,
Landlord may, at its option, after giving ten (10) days prior
written notice to Tenant, discharge the same and treat the cost
thereof as additional rent payable with the monthly installment of
rent next becoming due. Such discharge by Landlord shall not be
deemed to waive, or release, the failure of Tenant in not
discharging the same. Any such repairs shall be conducted on behalf
of Tenant.
10. Signs. Tenant may, in connection with its use of the Premises as a bank
facility, install signs on the Premises provided, however, that such signs
shall comply with all applicable laws, ordinances and other governmental
regulations.
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11. Insurance. During the Term and any renewals of this Lease, Tenant shall
maintain fire and extended coverage insurance which is adequate to cover
the cost or replacement of all personal property, decorations, trade
fixtures, furnishings and equipment and all contents of the Premises.
Tenant may carry such insurance under a blanket policy. During the Term and
any extensions of this Lease, Landlord at its cost and expense shall keep
and maintain fire and extended coverage insurance on the Premises for the
full replacement cost of the building and improvements on the Premises. All
policies shall be with companies qualified to do business in the State of
New Jersey. The policies maintained by Landlord shall name Tenant as an
additional insured and shall provide that the proceeds shall be payable to
Landlord and/or Tenant as their respective interests may appear. Landlord
shall furnish evidence of the payment of the premiums to Tenant. Tenant
shall reimburse the Landlord for the portion of the insurance costs
attributable to the building which it is leading hereunder. Landlord shall
adjust such charge to Tenant to fairly allocate the cost to the building
and improvements on the Premises.
Tenant shall provide and keep in force, for the benefit of Landlord,
general accident and public liability, insurance fully protecting Landlord
against any and all liability occasioned by accident or disaster, in the
amount of ONE MILLION DOLLARS ($1,000,000.00) in respect of injuries to any
one person, and in the amount of ONE MILLION DOLLARS ($1,000,000.00) in
respect of any one accident or disaster, and such accident and liability
insurance shall cover the entire building and premises as well as the
sidewalks immediately in front of and adjacent to the Demised Premises;
plate glass insurance; and on demand of Landlord, such other insurance as
may be appropriate and customary for like buildings with this use. Tenant
may carry a blanket policy. Policies covering Landlord and Tenant, as their
respective interests may appear, but otherwise in the form herein provided,
shall be deemed to be in compliance with the provisions of this covenant.
All said policies shall be obtained by Tenant and certificates thereof
delivered to Landlord upon the commencement of the term hereof with
evidence by stamping or otherwise of the payment of the premiums thereon,
and shall be taken in such amounts and in such responsible companies
authorized to do business in the State of New Jersey.
Twenty (20) business days prior to the expiration of any policy or policies
of insurance, Tenant shall pay the premiums for renewal insurance and
deliver to Landlord or to any mortgagee Landlord may designate within said
period of time, evidence of payment by stamping or otherwise of the payment
of the premiums thereon and deliver certificates of insurance. If such
premiums or any of them shall not be so paid and the certificates shall not
be so delivered, Landlord may procure and/or pay for the same, and the
amount so paid by Landlord, with interest thereon at the rate of ten
percent (10%) per annum from the date of payment, shall become due and
payable by Tenant as additional rent with the next or any subsequent
installment of basic rent which shall become due after such payment by
Landlord; it being expressly covenanted that payment by Landlord of any
such premium shall not be deemed to waive or release the default in the
payment thereof by Tenant, or the right of the Landlord to take such action
as may be permissible hereunder as in the case of default in the payment of
basic rent.
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Tenant shall not violate or permit to be violated any of the conditions or
provisions of any of said policies, and Tenant shall so perform and satisfy
the requirements of the companies writing such policies that at all times
companies of good standing shall be willing to write and continue such
insurance.
If the Term of this Lease shall not expire concurrently with the expiration
of the period covered by such insurance, Tenant's liability for premium
increases shall be prorated on an annual basis.
12. Representations of Landlord. Landlord represents and warrants that to the
best of Landlord's knowledge as of the date hereof:
12.1 Landlord owns fee simple title to the Premises;
12.2 Landlord has the full power, right and authority to make this Lease
for the Term and any renewals thereof; and
12.3 There are no environmental violations and no underground storage
tanks at the Premises.
13. Indemnity.
13.1 Tenant agrees to, and hereby does, indemnify and hold harmless
Landlord from and against any and all loss, cost and expense,
including reasonable attorney's fees, from claims for injury to
person or damage to property arising out of any negligent acts or
omissions of Tenant or its agents and employees in their use and
occupancy of the Premises or arising out of any failure on the part
of Tenant to keep and perform its covenants and obligations
hereunder.
13.2 Landlord agrees to indemnify, defend and hold harmless Tenant from
and against any and all costs, losses, damages, expenses, including
reasonable attorney's fees, from claims for injury to person or
property or damage to property arising out of any negligent acts or
omissions of the Landlord or its agents and employees or any losses,
damages, expenses or reasonable attorney's fees which result,
directly or indirectly, from inaccuracy in, or any breach by
Landlord of, any of the representations or warranties set forth in
this Lease or a failure by Landlord to perform any of its covenants
or obligations hereunder.
14. Damage or Destruction. In the event of any damage or destruction to the
Premises by fire or other casualty, by reason other than the Tenant's,
Tenant's employees', agents', contractors' or representatives' negligence
or willful misconduct, and such damage or destruction can reasonably be
repaired or restored within one hundred twenty (120) days from the
occurrence thereof, Landlord shall, at its sole expense, promptly commence
such repair and restoration, and shall complete the same as soon as
reasonably possible thereafter so that the Premises, after such repair and
restoration, are as nearly as possible equal to the value of the Premises
immediately prior to such damage or destruction or in conformity with any
plans and specifications that may have been agreed upon by Landlord and
Tenant. In the event that any such damage or destruction to the Premises or
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any necessary means of access thereto cannot reasonably be repaired and
restored within one hundred twenty (120) days, Landlord and Tenant may each
terminate this Lease by giving written notice of such termination to the
other within thirty (30) days after the occurrence of such damage or
destruction and all obligations and liabilities of Tenant and Landlord
hereunder shall terminate as of the date of such damage or destruction. In
the event that this Lease is not terminated by the exercise of such right
by either party, Landlord shall, at its own cost and expense and regardless
of whether there are available insurance proceeds sufficient for the
purpose, promptly commence and proceed diligently to repair and restore
such damage and destruction to the Premises so that the Premises, after
such repair and restoration are as nearly as possible equal to the value of
the Premises immediately prior to such damage or destruction.
15. Holdover. In the event that Tenant holds over or retains the premises after
the expiration of this Lease, or any renewal thereof, without Landlord's
consent, the tenancy thereupon arising shall be construed to be a
month-to-month tenancy at the rental in effect immediately preceding such
expiration increased by the greater of twenty percent (20%) or the
percentage increase in the Consumer Price Index as provided in Paragraph 3
of this Lease, and upon such other terms and conditions as specified
herein.
16. Assignment. Neither the Tenant nor its successors or assigns shall assign
this Lease, without the prior written permission of the Landlord which
shall not be unreasonably withheld or delayed and, unless simultaneously
with such assignment, the assignee executes and delivers to Landlord an
instrument in recordable form whereby the assignee assumes the terms of
this Lease and covenants to perform all the terms, covenants and conditions
thereof. Neither such an assignment nor such an assumption of liability by
the assignee shall release any person, firm or corporation including
Tenant, already liable for the performance of the terms and conditions of
this Lease.
Notwithstanding the foregoing, Tenant may sublet or assign without consent
to a parent corporation, subsidiary, or any affiliate of Tenant. Further,
this Lease may be assigned or sublet in whole or in part without consent of
the Landlord to any corporation into or with which Tenant may be merged or
consolidated. An "affiliate" shall mean any corporation which, directly or
indirectly, controls or is controlled by or is under common control with
Tenant. For this purpose, "control" shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management
and policies of such corporation, whether through the ownership of voting
securities or by contract or otherwise. A "subsidiary" shall mean any
corporation not less than fifty-one percent (51%) of whose outstanding
stock shall, at the time, be owned directly or indirectly by Tenant. A
"parent" shall mean any corporation which owns not less than fifty-one
percent (51%) of the ownership of Tenant.
17. Inspection. Landlord may enter upon the Premises at all reasonable business
hours upon advance notice to Tenant for the purpose of showing the Premises
to prospective buyers, mortgage lenders, contractors, insurers, and after
the date for exercise of the renewal option(s), if not exercised, or in the
last nine (9) months of the renewal term for the purpose of showing the
Premises to prospective Tenants, and for the purpose of examining or
inspecting the same and in order that Landlord may make such repairs as
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may be required to be made by Landlord under the terms hereof or such
repairs or alterations as may be deemed necessary for the safety of
preservation of the Premises, provided, however, that such right shall be
exercised at such time, and in such manner as to not unreasonably interfere
with Tenant's business activities and such shall be consistent with
Tenant's security requirements. Any entry upon the Premises by Landlord
shall be consistent with any rules and regulations pertaining to banks.
18. Quiet Enjoyment. Landlord covenants and agrees that Tenant, upon paying the
rent and all other charges herein provided for and performing all of its
other obligations hereunder, shall lawfully and quietly hold, occupy and
enjoy the full possession of the Premises, together with the parking rights
described herein, during the Term, and any extensions thereof, without
hindrance, molestation or disturbance by Landlord.
19. Surrender. Except as set forth in this Lease, Tenant agrees to surrender
the Premises at the expiration or earlier termination of this Lease in as
good condition and repair as the same are required to be kept and
maintained by Tenant during the Term, reasonable wear and tear excepted.
20. Mortgages. The Premises may be mortgaged by Landlord from time to time.
Upon request by Landlord, Tenant shall execute and deliver to Landlord an
instrument, in recordable form, which shall subordinate this Lease to such
mortgage conditioned upon Landlord obtaining from the holder of any
mortgage having priority over this Lease, an instrument, in recordable
form, which shall provide that the rights of Tenant hereunder shall not be
disturbed in the event of any foreclosure of such mortgage or any sale of
the premises pursuant to such mortgage as long as Tenant is not in default
hereunder beyond any applicable grace period.
21. Real Estate Taxes. Landlord shall pay all taxes and assessments levied and
assessed against the Demised Premises as the same become due and payable.
Tenant shall reimburse Landlord in an amount equal to the amount of such
taxes paid in and applicable to the Demised Premises during any year of the
term. Landlord shall provide Tenant with copies of applicable tax bills and
breakdown calculations, as appropriate, for any such reimbursed amounts.
Tenant may elect to contest any taxes in which case such contest may be
made in the name of Landlord or Tenant, as Tenant may determine, and
Landlord shall cooperate reasonably with Tenant but without expense to
Landlord in such event. Tenant shall be entitled to any refund of any
excess payments made by Tenant.
Landlord represents that Lot 65 in Block 46.01 of the official Tax
Assessment Map of Spring Lake Heights constitutes the tax parcel of which
the Demised Premises form a part and that such tax parcel is taxed as a
single unit. During the period that only Tenant leases or rents a portion
of Xxx 00, Xxxxx 46.01 the Tenant shall pay the entire portion of the land
taxes for Xxx 00, Xxxxx 46.01. If Landlord constructs a building(s) or an
addition to the building on the Premises then Tenant's obligation for a
proportionate share of real estate taxes for the land shall be reduced so
that Tenant shall pay a fraction of the taxes assessed for said land in
which the numerator is the square footage of the Premises leased by Tenant
and the denominator is the gross square footage of space of the
building(s), including any addition to the existing building.
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Tenant's proportionate share of taxes shall include an apportionment on the
basis of the valuation of the building on the Demised Premises by the
taxing authorities, which building is being leased by Tenant pursuant to
this Lease. Tenant shall not be required to pay any portion of the real
estate taxes attributable to other buildings or improvements or additions
that are or may be on the tax lot which include the Premises.
Nothing herein shall require Tenant to pay local, state or federal income
taxes assessed against Landlord; or sales, excise, franchise, gift, estate,
succession, inheritance or transfer taxes of Landlord.
If a separate tax xxxx can be obtained from the Demised Premises then
either Landlord or Tenant may at its option seek to obtain such separate
tax xxxx and there shall be an appropriate adjustment to the taxes to be
paid by Tenant based upon the separate tax xxxx if obtained.
In the first or last year of the term of this Lease, or any renewal term,
as the case may be, Tenant's liability shall be apportioned so that Tenant
pays only for such part of the tax year that should be included in the term
of this Lease.
Any dispute between the parties with regard to the allocation of the
property taxes shall be resolved by arbitration. In the event of a dispute
the parties shall select an arbitrator within thirty (30) days of request
by one to the other and the cost of the arbitrator shall be shared equally.
In the event Landlord and Tenant cannot agree upon the arbitrator within
the aforesaid period then the parties shall request the American
Arbitration Association to appoint an arbitrator and the fees of the
American Arbitration Association and the arbitrator shall be shared equally
by the parties. The decision of the arbitrator shall be final and binding
upon the parties.
22. Brokerage. Each party warrants that it has had no dealings with any broker
or agent in connection with the negotiations or execution of this Lease and
a party who falsely so warrants shall indemnify the other party against all
costs, claims, expenses, attorney's fees or other liability for commissions
or other compensation or charges claimed by any broker or agent claiming
the same by, through or under said party.
23. Default. In the event that (1) Tenant fails to make any payment of rent
within ten (10) days of the due date as herein provided, or (2) in the
event Tenant fails to perform any of the other obligations to be performed
by Tenant, and such failure continues for thirty (30) days after written
notice from Landlord specifying such failure (or, if such failure requires
more than thirty (30) days to cure, for such reasonable period required to
cure such failure, provided that Tenant commences curing such failure
within such thirty (30) day period and thereafter diligently proceeds to
cure such failure), then Landlord may terminate this Lease by giving
written notice of such termination to Tenant, or, without first terminating
this Lease, Landlord may take immediate possession of the Premises.
24. Violation, Eviction, Re-entry and Damages. The Landlord reserves a right of
re-entry which allows the Landlord to end this Lease and re-enter the
Premises if Tenant defaults under this Lease and fails to cure such default
within any grace period allowed by the
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Lease. Tenant is liable for all damages caused by its violation of any
agreement in this Lease.
After eviction, Tenant shall pay the rent on the dates originally fixed for
payment thereof in what would otherwise have constituted the balance of the
Term or until the Landlord re-rents the Premises, if sooner. If the
Landlord re-rents the Premises for less than Tenant's rent, Tenant shall
pay the difference until what otherwise would have constituted the balance
of the term. Tenant shall not be entitled to any excess resulting from the
re-renting. Tenant shall also pay (a) all reasonable expenses incurred by
Landlord in preparing the Premises for re-renting and (b) reasonable
commissions paid to a broker for finding a new tenant. In the event of
default by Tenant Landlord shall be entitled to recover its reasonable
attorney's fees and costs incurred in pursuing its remedies.
25. Condemnation. If all of the Demised Premises are taken for any public or
quasi-public use under any statute, by right of eminent domain, this Lease
shall terminate and cease on the date when possession shall be taken and
all rents, additional rents and other charges shall be pro-rated and paid
to such date. In the event of any taking of the Premises by public
authority under power of eminent domain or otherwise of a part of the
Demised Premises so as to render the remainder unavailable for Tenant's use
for its ordinary business purposes, Tenant may terminate this Lease by
giving written notice of such termination to Landlord within thirty (30)
days after any notice of condemnation or of the intention of the public
authority to condemn such property and all obligations and liabilities of
Tenant and Landlord hereunder shall terminate on the date of such
condemnation. In the event of any condemnation of part of the Premises and
this Lease is not terminated, Landlord shall be entitled to receive the
entire award and shall promptly restore any damages to the Premises
resulting therefrom but Tenant may receive a condemnation award provided it
does not diminish Landlord's award. If Tenant is so deprived of the use and
occupancy of any part of any repairs or restoration, rent shall be abated
for the time and to the extent that Tenant is deprived of such use. In the
event of any taking of the Premises or any part thereof and this Lease is
terminated, Tenant shall be entitled to receive any portion of the award
specifically designated for Tenant, such as moving expenses, if any, and
such part of the entire award as Tenant shall be entitled to receive under
the law.
26. Notices. Any notices required or permitted to be given hereunder shall be
deemed sufficient if given by communication in writing, sent by United
States mail, postage prepaid and certified, and addressed as follows: If to
Landlord, at the address first above set forth herein; if to Tenant, at the
address set forth at page one of this Lease to the attention of Xxxxxxx X.
Xxxxxxx or to such other address, in either case, as such party may
designate to the other party in writing as above set forth. In the event of
notice of default by Landlord to Tenant a copy shall be sent to:
Xxxxx X. Xxxxx, Esq.
Ansell, Zaro, Xxxxx & Xxxxx
0000 Xxxxxxxx Xxxxxx
Xxxxx, Xxx Xxxxxx 00000
13
____________________
____________________
In the event of notice of default by Tenant to Landlord a copy shall be
sent to:
Xxxxx X. Xxxxxxxx, Esq.
0000 Xxxxxxx 00
Xxxxxx Xxxx Xxxxxxx, Xxx Xxxxxx 00000
27. Successors and Assigns. This Lease shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, executors,
administrators, successors and assigns.
28. Severability. To the extent that any provision herein is held invalid in
any judicial or quasi-judicial proceeding, then that provision shall be
deemed to be deleted, and the remaining provisions shall remain in full
force and effect.
29. Governing Law. This Lease is deemed to be made under and shall be construed
according to, the laws of the State of New Jersey.
30. Waiver. The waiver, by either party, or strict compliance or performance of
any of the terms of this Lease or of any breach of this Lease on the part
of the other party shall not be construed or deemed to be a waiver of any
prior of subsequent failure to comply strictly with or perform the same or
any other term or condition of this Lease or of any breach of this Lease.
31. Captions. The paragraph captions herein are for convenience only and shall
in no way affect the interpretation of this Lease or any part hereof.
32. Jury Waiver. Landlord and Tenant waive a trial by jury or any and all
issues arising in any action or proceeding between the parties upon, under
or connected with this Lease or any of its provisions, directly or
indirectly, or any and all negotiations in connection therewith, or
Tenant's use or occupation on the Premises.
33. No Disqualification. Landlord and Tenant represent and warrant that they
are not disqualified under federal, state or other laws, or under the rules
or regulations of any governmental department or authority, from acquiring,
owning, leasing and holding any interest in real property. Tenant further
represents that the execution of the within Lease was duly authorized
pursuant to the terms and conditions of its charter and by laws and that
the persons executing the same were duly authorized to act on behalf of the
Tenant and impress the seal of the corporation thereon.
34. Marginal Notes. The marginal notes, if any, are inserted only as a matter
of convenience and for reference and in no way define, limit or describe
the scope or intent of this Lease nor in any way affect this Lease.
14
35. Entire Agreement. This Lease constitutes the entire and only agreement
between the parties hereto with respect to the subject matter hereof and
supersedes any and all prior agreements, arrangements, communications, or
representations, whether oral or written, between the parties with respect
to the subject matter hereof. No alteration, amendment, change,
modification, addition, or waiver to this Agreement shall be valid or
binding unless the same is in writing and signed by duly authorized
representative of each of the parties.
36. Contingency. The parties hereto expressly acknowledge and agree that this
Lease is contingent upon Monmouth Community Bank obtaining any and all
approvals necessary from the FDIC and the New Jersey Department of Banking
and Insurance to operate a branch office. Monmouth Community Bank shall
have until April 1, 1999 to obtain any such approvals required. If Monmouth
Community Bank fails to obtain all required approvals within the time frame
set forth above, either party shall have the right to terminate this Lease.
Provided, however, that in the event of such termination by the Landlord,
Monmouth Community Bank shall be entitled to three (3) business days
written notice period within which time it may elect to waive this
contingency.
IN WITNESS WHEREOF, the parties have caused this Lease to be executed by
their duly authorized representatives.
ATTEST: MONMOUTH COMMUNITY BANK
/s/ Xxxxxxxx Xxxxx By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------- ------------------------------
Xxxxxxx X. Xxxxxxx
President and CEO
WITNESS:
/s/ [illegible] /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------- ------------------------------
XXXXXXX X. XXXXXXXX
WITNESS:
/s/ [illegible] /s/ Xxxxxxxxx X. Xxxxxxxx
----------------------------------- ------------------------------
XXXXXXXXX X. XXXXXXXX
15
STATE OF NEW JERSEY :
: ss.:
COUNTY OF MONMOUTH :
On the 28th day of December, 1998, before me, a Notary Public in and for
said County and State, duly commissioned and sworn, personally appeared XXXXXXX
X. XXXXXXXX and XXXXXXXXX X. XXXXXXXX, to me known and known to me to be the
individual described in, and who executed the within instrument and acknowledged
to me that they execute same.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed by official
seal the day and year in this certificate first above written.
/s/ [illegible]
------------------------------------
NOTARY PUBLIC
Date: [illegible]
-------------------------------
STATE OF NEW JERSEY :
: ss.:
COUNTY OF MONMOUTH :
On the 22nd day of December, 1998, before me, a Notary Public in and for
said County and State, duly commissioned and sworn, personally appeared Xxxxxxx
X. Xxxxxxx, (name of Officer of Corporation executing Lease as Tenant) to me
known, who, being by me duly sworn, did depose and say that he is the President
and CEO of MONMOUTH COMMUNITY BANK, the corporation described in, and which
executed the foregoing instrument; that he knows the seal of said corporation,
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by order of the Board of Directors of said corporation and that he
signed his name thereto by like order.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed by official
seal the day and year in this certificate first above written.
/s/ Xxxxx Xxxxxx
---------------------------
NOTARY PUBLIC
Date: 12/22/98
----------------------
16
EXHIBIT "A"
-----------
Xxx 00, Xxxxx 46.01
-------------------
[Drawing of a map]
17
EXHIBIT A-1
-----------
PERMITTED ENCUMBRANCES
----------------------
1. Mortgage to First Fidelity Bank, dated July 12, 1990, recorded July 16,
1990 in MB 4848, Page 206, Collateral Assignment, recorded in MB 4848, Page
219, and UCC Financing Statement No. 64912).
2. Easements contained in DB 4914, Page 357.
18
FIRST AMENDMENT TO LEASE
------------------------
THIS FIRST AMENDMENT TO LEASE is made and entered into this 2nd day of
March, 1999, by and between XXXXXXX X. XXXXXXXX and XXXXXXXXX X. XXXXXXXX, whose
address is 000 Xxxxxx Xxxxxx, Xxxxxx, Xxx Xxxxxx 00000 ("Landlord"), and
MONMOUTH COMMUNITY BANK, a banking corporation of the State of New Jersey, the
principal place of business of which is located at 000 Xxxxxx Xxxxxx, Xxxx
Xxxxxx, Xxx Xxxxxx 00000-0000 ("Tenant").
WHEREAS, Landlord and Tenant have entered into that certain Lease (the
"Lease") dated December 22, 1998 regarding premises located at 000 Xxxxxxx Xxxx,
Xxxxxx Xxxx Xxxxxxx, Xxx Xxxxxx; and
WHEREAS, the Landlord and the Tenant now wish to modify and amend the Lease
with respect to the commencement date and option provision dates set forth in
paragraphs 2 and 3 of the Lease, respectively.
NOW, THEREFORE, in consideration of the covenants and agreements contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Landlord and Tenant agree as follows:
I. Paragraph 2 of the Lease is hereby deleted in its entirety and the
following paragraph is substituted in its place:
"2. Term. The Term of this Lease shall be five (5) years, commencing on
June 1, 1999 ("Commencement Date"), and ending on May 30, 2004
("Term"). Landlord shall deliver possession of the Premises to Tenant
on the Commencement Date."
II. Paragraph 3 of the Lease is hereby deleted in its entirety and the
following paragraph is substituted in its place:
"3. Options to Renew.
3.1. Provided Tenant shall not then be in default, as defined
below, in the performance of any of its obligations and covenants
under this Lease, Tenant may renew the Term of this Lease upon all of
the terms, provisions and conditions herein set forth (unless
otherwise expressly set forth herein) for an additional successive
period of five years commencing on June 1, 2004 and ending on May 31,
2009 (the "First Renewal Term") by giving written notice thereof to
Landlord at the address set forth above by registered or certified
mail, postage prepaid, mailed not less than 180 days prior to the
expiration of the Term.
3.2. Provided Tenant shall not then be in default, as defined
below, in the performance of any of its obligations and covenants
under this Lease as extended through the First Renewal Term, Tenant
may renew
19
the Term of this Lease upon all of the terms, provisions and
conditions herein set forth (unless otherwise expressly set forth
herein) for an additional successive period of five years commencing
on June 1, 2009 and ending on May 31, 2014 by giving written notice
thereof to Landlord at the address set forth above by registered or
certified mail, postage prepaid, mailed not less than 180 days prior
to the expiration of the First Renewal Term."
III. In all other respects, the Lease shall remain unchanged.
IN WITNESS WHEREOF, the parties have caused this First Amendment to Lease
to be executed by their duly authorized representatives.
Xxxxxxxx Xxxxx By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------- ------------------------------
Xxxxxxx X. Xxxxxxx
President and CEO
/s/ [illegible] /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------- ------------------------------
XXXXXXX X. XXXXXXXX
/s/ [illegible] /s/ Xxxxxxxxx X. Xxxxxxxx
-------------------------------- ------------------------------
XXXXXXXXX X. XXXXXXXX
20
STATE OF NEW JERSEY :
: ss.:
COUNTY OF MONMOUTH :
On the 6th day of March, 1999, before me, a Notary Public in and for said
County and State, duly commissioned and sworn, personally appeared XXXXXXX X.
XXXXXXXX and XXXXXXXXX X. XXXXXXXX, to me known and known to me to be the
individual described in, and who executed the within instrument and acknowledged
to me that they execute same.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed by official
seal the day and year in this certificate first above written.
---------------------------
NOTARY PUBLIC
Date:
----------------------
STATE OF NEW JERSEY :
: ss.:
COUNTY OF MONMOUTH :
On the 2nd day of March, 1999, before me, a Notary Public in and for said
County and State, duly commissioned and sworn, personally appeared Xxxxxxx X.
Xxxxxxx, (name of Officer of Corporation executing Lease as Tenant) to me known,
who, being by me duly sworn, did depose and say that he is the President and CEO
of MONMOUTH COMMUNITY BANK, the corporation described in, and which executed the
foregoing instrument; that he knows the seal of said corporation, that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
order of the Board of Directors of said corporation and that he signed his name
thereto by like order.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed by official
seal the day and year in this certificate first above written.
/s/ Xxxxx Xxxxxx
---------------------------
NOTARY PUBLIC
Date: 3/2/99
----------------------
21
EXHIBIT B
---------
Furniture and Equipment
-----------------------
1-desks with returns 1-coffee tables
3-desks without returns 3-love seats
5-2 Drawer Lateral Cabinets 2-rectangular tables
4-credenzas 2-desk/table lamps
18-guest chairs 2-wall mounted lamps
3-desk chairs 1-kitchen table with 4 chairs
2-secretarial chairs 1-check writing desk
3-end tables
00
XXXXX X. XXXXXXXX
XXXXXXXX XX LAW
0000 Xxxxxxx 00, Xxxxx 000
Xxxxxx Xxxx Xxxxxxx, Xxx Xxxxxx 00000
_______________
TELEPHONE (000) 000-0000
FACSIMILE (000) 000-0000
ALSO ADMITTED IN MASSACHUSETTS
March 8, 1999
Xxxxxxx X. Xxxxxxx, President & CEO
Monmouth Community Bank
000 Xxxxxx Xxxxxx
Xxxx Xxxxxx, Xxx Xxxxxx 00000
Re: First Amendment to Lease
000 Xxxxxxx Xxxx, Xxxxxx Xxxx Xxxxxxx, Xxx Xxxxxx
Dear Xx. Xxxxxxx:
Enclosed for your file is the fully executed First Amendment to Lease. I
have also enclosed a listing of furniture that the Landlord anticipates to leave
at the site for your use. As we discussed, the furniture will remain the
property of the Landlord. In the event that the Bank wishes to replace (or not
use) any of the furniture it must be returned to the Landlord. At the end of the
Lease, all such furniture must be returned to the Landlord in good condition,
reasonable wear and tear excepted. Please call me with any questions.
Again, it has been a pleasure working with you. We are looking forward to
the opening of the Spring Lake Heights branch of Monmouth Community Bank and
wish you all the best.
Sincerely,
/s/ Xxxxx X. Xxxxxxxx
---------------------------
Xxxxx X. Xxxxxxxx
cc: Mr. & Xxx. Xxxxxxx X. Xxxxxxxx
