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10(a) Lease Agreement, dated February 21, 2000, between the Company and Axial
Properties North Partnership.
AXIAL PROPERTIES NORTH
a Partnership of the State of New Jersey
having an office at
14A Crossroads Center
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(hereinafter referred to as "Landlord')
and
Skylands Community Bank
▇-▇▇ - ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(herinafter referred to as "Tenant")
WITNESSETH:
The parties hereto, in consideration of the covenants and conditions
herein contained, agree as follows on this 2 1st day of February, in the year
2000.
Landlord is owner of a tract of land (the "Tract) located in the
Township of Independence, Count of ▇▇▇▇▇▇, State of New Jersey, upon which there
is constructed various commercial buildings and accessory improvements as part
of a shopping center and office complex known also as "Crossroads Center".
I . THE DEMISE
(A) Landlord hereby demises to Tenant, and Tenant hereby leases from
Landlord, subject to the terms and conditions hereof, those premises known as
B24 - 26 containing approximately 3,193.18 square feet of gross leasable area,
being located within that building on the Tract known as Building B. The street
address of the Premises is Crossroads Center, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇.
(B) Tenant shall have the right to use, in common with other
tenants, the portions of the Tract intended to be for common use, such as
parking areas and drives. However, Landlord shall have the right from time to
time to designate an area of areas where employees of Tenant shall be required
to park, in which event Tenant's employees shall not have the right to part
other than in the designated area(s). Employees of Tenant shall park solely in
areas designated on Exhibit "A!' and are specifically prohibited from parking
elsewhere on the premises. Within ten (10) days after a request by Landlord,
Tenant shall deliver to Landlord a list of Tenant's and its employees'
automobiles which list shall set forth the description of the license numbers
assigned to such automobiles and their state of issue. Thereafter, Tenant shall
advise Landlord of any changes, additions or deletions to such list. Specific
damages being incapable of determination, the parties agree that Tenant shall be
required to pay liquidated damages of $50.00 per day for every day of violation
hereof after notice to desist, in addition to all other remedies of Landlord
provided herein.
2. ASSIGNMENT OR SUBLETTING
Tenant may not assign this Lease nor sublet the premises or any part
thereof nor mortgage, pledge or hypothecate its leasehold interest hereunder
without the proper written consent of Landlord which consent shall not be
unreasonably withheld. Consent to any particular assignment or subletting shall
not be deemed consent to any further or subsequent assignment or subletting.
3. USE OF PREMISES
(A) Tenant shall operate its business under the trade name Skylands
Community Bank and the premises shall be used only for a commercial banking
operation and related activities and for no other specific use as a material
consideration to Landlord in order that there will be maintained within the
Tract an appropriate tenant mix and continuous operation of all businesses
therein. The premises shall not be used for other purposes either directly or
indirectly without written consent of the Landlord. Landlord shall not let
premises within Crossroads Center to any other tenant with the same business,
save the last three (3) months of the Term and/or Renewal Terms, provided Tenant
promptly exercises its Renewal Term options in a timely fashion.
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4. TERM
The Term of the Lease shall be for a period of two (2) years,
commencing March 1, 2000 (the "Commencement Date"), and ending February 28, 2000
(the "Term"). Notwithstanding the above, if Tenant shall enter into possession
of the premises prior to the Commencement Date, all terms, covenants and
conditions of this Lease shall be binding upon Tenant, except for the obligation
to pay rent.
5. RENT
(A) Tenant shall pay to Landlord as fixed minimum annual rent
during the Term the following sum, payable in equal monthly
installments, "Basic Rent":
1st year: $54,284.06 ($4,523.67/ mo.)
2nd year: Base year, plus % increase in CPI for most recently published index as
of march 1, 2001.
All installments of Basic Rent shall be payable in advance without
setoff, deduction or counterclaim, and without previous notice or demand
therefor, with the first installment to be due and payable on March 1st, and
each subsequent installment to be due and payable on the first day of each month
of the term.
(B) In addition to the Basic Rent, Tenant shall pay to Landlord, as additional
rent, without previous notice or demand therefor except as herein otherwise
provided (subject to no setoff, deduction or counterclaim), and in the manner
and upon the conditions herein set forth, all other charges provided for
hereunder to be paid by Tenant. Any and all sums required to be paid by Tenant
hereunder is deemed additional rent subject to the same duties and obligation of
Tenant with respect to Basic Rent ("Additional Rent"). All rents of any nature
shall be paid and delivered to Landlord at Landlord's address set forth at the
head of this Lease, or to such other address as Landlord may from time to time
designate by notice to Tenant.
(C) Basic Rent and Additional Rent are sometimes herein collectively
referred to, in the plural or in the singular, as "Rent".
(D) The responsibility of Tenant to pay rent of any nature due under
this Lease shall, if not paid as of the time of expiration of the Term or other
termination of this Lease, survive such expiration or other termination.
(E) In the event that any installment of any rent payment is not
paid in full within ten (10) days after it becomes due, a late fee of five
percent (5%) of any amount(s) outstanding will be charged for each month or part
thereof that the rent is overdue. In the event that any installment of any
rental payment is paid by an instrument that is not honored by the institution
that it was drawn against, Tenant shall pay a dishonor fee to Landlord of fifty
dollars ($50.00) in addition to the rental payment and any late fee, and
Landlord may require any and all future installments of Basic Rent and/or
Additional Rent to be paid by certified check, money order to cash.
6. SECURITY
Contemporaneously, with the execution of this Lease, Tenant has
deposited with Landlord the sum of $5,214.72 as security for the performance by
Tenant of all of the terms, covenants and conditions of this Lease by Tenant to
be kept and performed. If, at any time during the Term, any of the rent herein
reserved or provided to be paid shall be overdue and unpaid beyond any
applicable grace period, Landlord may, at its option, appropriate and apply any
portion of the deposit to the payment of any such overdue rent; and in the event
of the failure of Tenant to keep and perform any other term, covenant and/or
condition of this Lease to be kept and performed by Tenant, Landlord, at its
option, may appropriate and apply the deposit, or so much thereof as may be
necessary, to compensate Landlord for the loss or damage suffered by Landlord
due to Tenant's breach.
In the event that Tenant shall fully and faithfully comply with all
of the terms and conditions of this Lease, the security deposit shall be
returned to Tenant following the end of the Term and after delivery to Landlord
of entire possession of the premises in the condition required by the term of
this Lease. Landlord may deliver the security deposit to the purchaser of
Landlord's interest in the premises, in the event that such interest is sold or
transferred, and thereupon Landlord shall be discharged from any further
liability with respect to the security deposit.
7. COMMON AREA
Landlord hereby grants to Tenant, during the Tern of this Lease, the
nonexclusive right to use, in common with all others so entitled, the Common
Areas for pedestrian and vehicular traffic. The Common Areas shall be subject to
the exclusive control and management of Landlord and to such rules and
regulations as Landlord may, from time to time, adopt. Landlord reserves the
right to change the areas, locations and arrangement of parking areas, access
and other common area; to enter into, modify and terminate easements and other
agreements pertaining to the maintenance of the Common Areas to such extent and
for such time as may, in the sole discretion of Landlord's counsel, be legally
necessary to prevent a dedication thereof or the accrual of any right to any
person or to the public therein; to close temporarily, if necessary, any part of
the Common Areas in order to discourage non-customer parking; and
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to make changes, alterations or improvements in and to such Common Areas,
provided that there shall be no unreasonable obstruction of Tenant's right of
ingress to or egress from the Premises. Landlord agrees to not erect any
structure or structures that would impair the visibility of the Tenant.
8. ASSESSMENT & COLLECTION OF MAINTENANCE & OPERATIONS COSTS
(A) Landlord shall operate, maintain and repair the Shopping Center
(except those areas which Tenant shall operate, maintain and repair as required
in this Lease) in such manner as Landlord shall determine in its sole
discretion. For these services, Tenant shall pay as Additional Rent, within ten
(10) days following written demand therefor by Landlord, 10. 12% of Landlord's
costs incurred in the ownership, operation, insurance, real estate taxes, repair
and maintenance of the Shopping Center. As example, such costs may include but
are not limited to: snow removal; landscaping; maintenance & repair of parking
lot, common areas, building exteriors and maintenance and service equipment;
related personnel costs; liability and hazard insurance; and real estate taxes.
An administrative fee of fifteen percent (15%) of all such costs will be
assessed to Tenant by Landlord to cover Landlord's cost in allocating and
collecting these funds. It is understood by the parties that this provision is
not intended to operate as a profit-center to Landlord but is only intended to
reimburse Landlord for actual costs. Excluded from these charges are the
following: depreciation or replacement of capital structural improvements, By
way of clarification, the administrative fee of fifteen percent (15%) is a gross
fee on all common area charges of which Tenant will then pay their proportionate
share.
(B) At the option of Landlord, the share of Maintenance and
Operational Costs for which Tenant is responsible hereunder shall be paid in
monthly installments in such amounts as are estimated and billed by Landlord,
each such installment being due on the first day of each month, If Landlord
elects such option, which it may to from time to time, then within sixty (60)
days after receipt by Landlord of the final determination of Maintenance and
Operational Costs for the applicable period, Landlord shall make available for
Tenant's inspection, upon written request therefor, copies of such bills and a
reasonably detailed statement of Maintenance & Operational Costs, and any
adjustment shall promptly be made to compensate for any overpayment or
underpayment made by Tenant in the preceding period. It is the intent of
Landlord to so adjust as of January 1st of each year, as far as is practical,
Notwithstanding, the above Tenant shall make payment of any underage within
thirty (30) days.
9. MAINTENANCE OF LEASED PREMISES
(A) Landlord shall be responsible for providing for ordinary and
routine maintenance and repair of the following: heating, cooling, plumbing and
electrical (up to panel box) systems; doors and locks; windows; roof-, sprinkler
system; exterior signage; and exterior walls. All said costs of maintenance and
repair shall be assessed to Tenants pursuant to Paragraph 8. Repair or
maintenance costs occasioned by the extraordinary wear, negligence, or
misconduct of Tenant, its agents employees, licensees or invitees shall be
chargeable as additional rent directly to Tenant and shall not be included in
ordinary assessments under Paragraph 8.
(B) Tenant shall have the responsibility to maintain the premises in
good order and in a clean and safe condition. Tenant's responsibility to repair
and maintain the premises, other than as addressed above, includes the
following: carpet and flooring care and maintenance; painting and decorating;
light bulb/ballast replacement (bulbs shall not be removed by Tenant upon
termination of this Lease); repair and maintenance to interior walls and
ceilings; interior janitorial services; and delivery of trash and refuse to the
approved receptacle.
10. INSURANCE AND INDEMNITY; NON-LIABILITY
(A) During the Term, Tenant shall keep in effect a policy of public
liability insurance with respect to the premises as to which the limits of
liability for personal injury shall not be less that One Million Dollars ($
1,000,000.00) per accident or occurrence to one or more than one person and as
to which the limits of liability for property damage shall not be less than Two
Hundred Fifty Thousand Dollars ($250,000.00) per occurrence. The policy shall
name Landlord and Tenant as insureds, and shall contain clauses (i) that all the
provisions thereof, except the limits of liability, shall operate in the same
manner as if there were a separate policy covering each insured, (ii) that the
insured will not change or terminate the insurance without first giving to
Landlord at least thirty (30) days prior written notice, and (iii) that the
insurance will not be invalidated by any act or neglect of Tenant, or of an
employee or licensee thereof. Tenant shall be responsible for reimbursement to
Landlord, upon demand, of the cost of replacing any damaged glass at the
premises damaged by Tenant or any of Tenants invitees, licensees, employees,
customers or anyone under Tenant's control or supervision. Copies of all
policies or certificates of insurance shall be delivered to Landlord on or
before the Commencement Date or, as the case my be, any earlier date upon which
Tenant shall enter into occupancy of the premises or any portion thereof.
(B) Tenant will indemnify and hold Landlord harmless against all
claims, actions, damages, losses, liability and expense, including court costs
and reasonable attorneys' fees, in connection with loss of like, personal injury
and/or damage to property arising out of any occurrence in, upon or at the
premises, or the occupancy or use by Tenant of the premises or of any part
thereof, or occasioned wholly or in part by any negligence of Tenant, its
agents, contractors, employees, servants, licensees, invitees or subtenants.
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(C) Tenant, at Tenant's own cost and expense, shall also maintain
insurance protecting and indemnifying Landlord and Tenant against any and all
damage to or loss of Tenant's alterations, equipment, furnishings, furniture,
fixtures and contents in the premises or the building and all claims and
liability relating thereto.
(D) Tenant, at Tenant's own cost and expense, shall also maintain
insurance protecting and indemnifying Landlord and Tenant against any and all
damage to or loss of plate glass, if applicable to this tenancy.
11. INSURANCE RESTRICTIOES
The Tenant shall not stock, use or sell any article or merchandise
or do anything in or about the demised premises which may be prohibited by
Landlord's insurance policy or any endorsement or form attached thereto, or
which will increase insurance rates or premiums of the Landlord's insurance
covering either the demised premises or the building of which they are a part.
The Tenant agrees, at its own cost and expense, to comply with all of the rules,
regulations and requirements of the Fire Insurance Rating Organization and the
Board of Fire Insurance Underwriters having jurisdiction and any similar body
and of Landlord's insurance carrier. In addition to any other remedies which the
Landlord may have for the Tenant's violation of the preceding sentence, the
Tenant shall pay as Additional Rent, within thirty (30) days of the receipt by
the Tenant of an invoice for additional premium or premiums, any increase in
premium or premiums that may be charged on insurance carried by the Landlord by
reason of Tenant's occupancy, acts or omissions. In determining whether
increased premiums are the result of the Tenant's occupancy, acts, or omissions,
rating schedules utilized by the insurer shall be deemed conclusive evidence.
If, due to Tenant's occupancy, acts or omissions, any insurance shall be
cancelled by the insurance carrier, then in any of such events, the Tenant shall
indemnify and hold the Landlord harmless against any loss which would have been
covered by such insurance.
12. LIMITATIONS ON LANDLORD'S LIABILITY
(A) Landlord shall not be liable for any damage or injury which may
be sustained by Tenant or any other person as a consequence of the failure,
breakage, leakage or obstruction of the water, plumbing, steam, sewer, waste or
soil pipes, roof drains, leaders, gutters, valleys, downspouts or the like, or
of the electrical, gas, power, conveyor, refrigeration, sprinkler,
air-conditioning or heating systems; or by reason of the elements; or resulting
from the carelessness, negligence or improper conduct on the part of Tenant or
any employees, servants, licensees, invitees or subtenants.
(B) The term "Landlord7', as used in this Lease, means only the
owner for the time being of the Tract, so that in the event of any sale thereof,
Landlord or any successor landlord, as the case may be, shall automatically be
relieved of all Landlord's covenants and obligations hereunder and the purchaser
shall automatically be deemed to have assumed all covenants and obligations of
Landlord hereunder.
(C) The liability of Landlord in the event of breach by Landlord
shall be limited to Landlord's interest in the Tract. Accordingly, it is
understood that any judgment or award which Tenant may obtain against Landlord
may only be satisfied out of the interest of Landlord in the Tract, and that
Tenant shall have no recourse against any other property of Landlord or against
any property of any individual shareholder, partner or other principal of
Landlord. It is further understood that the foregoing limitations shall apply as
to any successor landlord(s).
13, ALTERATIONS & REPLACEMENTS
(A) Tenant shall not, without the prior written consent of Landlord,
make or permit to be made any installations, alterations, restorations, changes
or replacements (hereinafter called "Alterations") in, of or to the premises.
Any permitted Alterations shall be made in a good and workmanlike manner, shall
comply with all applicable laws, orders and regulations of federal, state,
county and municipal authorities, with any direction pursuant to law or given by
any public officer, and with all regulations of any board of fire underwriters
or similar organization have jurisdiction, and shall not be undertaken in a
manner as would unreasonably interfere with or disturb any other tenant(s) in
the building.
(B) Tenant shall discharge or band any mechanic's lien, or other
lien or encumbrance created by the acts of Tenant, which may be filed against
the premises, within a period of fifteen (15) days after Tenant receives notice
of filing of such
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of the Center is important to the continuing success of the Center, therefore,
the style and design of Tenant's sign will be the same quality and type as
existing signs, Tenant shall be responsible for the payment of all signs; labor,
materials and installations,
(B) Tenant agrees to permit Landlord, during the three (3) month
period prior to expiration of the Term, or any renewals or extensions of the
Term, to place the usual notice of "To Lease" or "For Rent" or similar
provisions to be placed on the premises, without hindrance or obstruction of its
view.
(C) Tenant shall not install any signage or other advertising media
visible or audible from or to the exterior of the premises without the prior
written consent of Landlord. Specific damages being incapable of determination,
violation hereof shall be cause for assessment of liquidated damages against
Tenant of $50.00 per day for each day of violation after notice to desist, in
addition to all other remedies of Landlord.
15. UTILITIES
(A) Tenant shall pay as additional rent in each instance, on or
before the due date, all charges for water, electricity and all other utilities
servicing the premises, which utilities shall be separately metered as to the
premises. Such payments shall be made directly to the applicable utility
companies unless Landlord, at its option, gives notice to Tenant of Landlord's
intention to make any particular payment(s), in which event Tenant shall
reimburse Landlord therefore upon demand.
(B) In the event any governmental authority shall order mandatory
energy conservation, or if Landlord elects voluntarily to cooperate at the
request of any governmental authority with an energy conservation program, then
Tenant shall likewise comply with such requirements. Tenant's compliance with
such requirements shall not entitle Tenant to any abatement of rent or damages
for any injury or inconvenience occasioned thereby nor shall it be construed as
an eviction or disturbance of possession.
16, OBSERVANCE OF LAWS
Tenant shall comply with all statutes, ordinances, rules, orders,
regulations and requirements of all governmental authorities relating to
Tenant's business and maintenance and operation of the premises. Tenant shall
faithfully observe, in the use of the premises, regulations of a board of fire
underwriters or similar agency for the prevention of fires, including but not
limited to, any sprinkler system modifications and/or installations, the need
for which is occasioned by Tenant's use or occupancy of the premises. Tenant may
contest any of such statutes or the like, provided that Tenant shall indemnify
Landlord for any loss or liability (including but not limited to reasonable
attorneys' fees incurred by Landlord). Landlord agrees to cooperate with any
such contest, provided that Landlord shall incur no out-of-pocket expense.
Tenant shall not do or suffer to be done, or keep or suffer to be kept, anything
in, upon or about the premises or building which will contravene Landlord's
insurance policies or which will prevent Landlord from procuring policies in
companies acceptable to Landlord.
17. DAMAGE TO PREMISES
(A) If the building shall be damaged by fire, the elements,
unavoidable accident or other casualty, then, subject to the provisions below,
Landlord shall cause the damage to be repaired. In doing so, Landlord shall
commence its repairs promptly and diligently proceed with same, but in no event
shall Landlord be required to incur costs in excess of the net insurance
proceeds received by Landlord.
(B) If the building shall be so damaged or destroyed as to require
substantially a rebuilding thereof, or if any partial damage or destruction
shall be such as would render the premises untenantable for a period in excess
of one hundred fifty (150) days, either party shall have the right to cancel
this Lease by written notice to the other served within thirty (30) days after
the occurrence, effective as of the occurrence. Upon such termination, ass Rent
and Additional Rent shall be apportioned as of the date of the occurrence.
(C) If more than 50% of the square footage of the entire Shopping
Center (inclusive of office space) is damaged and whether or not tenants'
premises are damaged, Landlord shall have the right to terminate this Lease by
notice in writing to Tenant and thereafter there shall be no further liability
between the parties.
(D) Tenant shall immediately notify Landlord in case of fire or
other damage to the premises.
(E) The repair and restoration of any damage to the property of
Tenant or to the decorations and/or Alterations of Tenant shall not be the
responsibility of Landlord.
(F) In the event any damage or destruction to the building renders
the premises untenantable, all rent shall be abated during such period of
untenantability, except if the damage or destruction shall be due to the
negligence or misconduct of Tenant, its agents or employees. If any such damage
or destruction renders the premises partially untenantable, all rent shall be
equitable apportioned, subject to the above-stated exception. For purposes of
this paragraph (F), the word "rent" shall not included any Additional Rent as
may be due from Tenant by reason of default by Tenant under any term, covenant
or condition of this Lease.
18. EMINENT DOMAIN
(A) In the event that egress or ingress from or to the premises or
any utility necessary to operate the premises shall be appropriated or taken
under the poser of eminent domain by any public or quasi-public authority
(without the provision by Landlord of alternative ingress and egress), Tenant
may terminate this Lease, effective as of the date of taking, by written notice
to
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Landlord given within thirty (30) days from the date of such taking, and the
parties shall thereupon be released from any liability to each other accruing
thereafter. Upon such termination, all Rent and Additional Rent shall be
prorated to the date of termination.
(B) If a portion of the building shall have been appropriated or
taken and if this Lease shall continue, then and in that event, Landlord agrees
to promptly commence restoration of the building to a complete unit of like
quality and character as existed prior to such appropriation or taking. In no
event, however, shall Landlord be obligated to incur costs in excess of the net
condemnation award received by Landlord.
(C) In the event of any appropriation or taking as aforesaid,
whether whole or partial, Tenant shall not be entitled to any part of the award
paid for such condemnation except as otherwise provided in paragraph (D)
immediately below, and Landlord shall be entitled to receive the full amount of
such award.
(D) Tenant shall have the right to recover from the condemning
authority all compensation then permitted by laws as may be separately
recoverable by Tenant by reason of the condemnation (provided that such separate
award shall not reduce the compensation which otherwise would be payable to
Landlord), including compensation for costs of relocating Tenant's business.
19. DEFAULT AND REMEDIES
(A) If Tenant defaults in the payment of Basic Rent or any
Additional Rent and fails to cure the default within fifteen (15) days after
same is due, or if Tenant defaults in compliance with any of the other covenants
or conditions of this Lease and fails to cure the same within thirty (30) days
after the receipt of notice specifying the default, then at the expiration of
such
fifteen (15) days or thirty (30) days, as the case may be, Landlord may (a)
cancel and terminate this Lease upon written notice to Tenant (whereupon the
Term shall terminate, and Tenant shall then quit and surrender the premises to
Landlord, but Tenant shall remain liable as hereinafter provided) and/or (b) at
any time thereafter re-enter and resume possession of the premises as if this
Lease had not been made, Tenant hereby waiving the service of any notice of
intention of re-enter or to institute legal proceedings to that end. Anything
above to the contrary notwithstanding, the said thirty (30) days for the period
of time necessary to effect the cure provided that Tenant shall diligently
commence the cure during such thirty (30) day period and shall diligently
prosecute the cure to completion.
(B) If this Lease shall be terminated or if Landlord shall be
entitled to re-enter the premises and dispossess or remove Tenant under the
provisions of this Section (either or both of which events are hereinafter
referred to as a "Termination"), Landlord or Landlord's agents or servants may
immediately or at any time thereafter re-enter the premises and remove therefrom
Tenant, its agents, employees, servants, licensees, and any subtenants and other
persons, and all or any of its or their property therefrom, either by summary
dispossess proceedings or by any suitable action or proceeding at law or by
peaceable re-entry or otherwise, without being liable to indictment, prosecution
or damages therefor, and may repossess and enjoy the premises, including all
Alterations.
(C) In case of Termination, the Basic Rent and all other charges
required to be paid by Tenant hereunder shall thereupon become due and shall be
paid by Tenant up to the time of the Termination, and Tenant shall also pay to
Landlord all reasonable expenses which Landlord may then or thereafter incur as
a result of or arising out of a Termination, including but not limited to court
costs, reasonable attorneys' fees, brokerage commissions, and costs of
terminating the tenancy of Tenant, re-entering, dispossessing or otherwise
removing Tenant and restoring the premises to good order and condition, and from
time to time altering and otherwise preparing the same for re-letting. Upon a
Termination, Landlord may (but shall not be obligated to), at any time and from
time to time, re-let the premises, in whole or in part, either in its own name
or as Tenant's agent, for a term or terms which, at Landlord's option, may be
for the remainder of the Term or for any longer or shorter period.
(D) In addition to the payments required hereinabove in this Section
19, Tenant shall pay to Landlord upon demand and at Landlord's option:
(i) liquidated damages in an amount which, at the time of
Termination, is equal to the excess, if any, of the then present amount of the
installments of Basic Rent and Additional Rent reserved hereunder, for the
period which would otherwise have constituted the unexpired portion of the Term,
over the then present rental value of the premises for such unexpired portion of
the Term,
(ii) damages (payable in monthly installments, in advance, on
the first day of each calendar month following the Termination, and continuing
until the date originally fixed herein for the expiration of the Term) in amount
equal to the excess, if any, of the sums of the aggregate expenses paid by
Landlord during the month immediately preceding such calendar month for all such
items as, by the terms of this Lease, are required to be paid by Tenant, plus an
amount equal to the installment of Basic Rent which calendar month, had this
Lease not been terminated, over the sum of such calendar month pursuant to a
re-letting or to any holding over by any subtenants of Tenant.
(E) Landlord shall make a good faith attempt but in no event be
liable for failure to mitigate or failure to re-let the premises, or in the
event that the premises are re-let, for failure to collect rent due under such
re-letting; and in no event shall Tenant be entitled to receive any excess or
rents over the sums payable by Tenant to Landlord hereunder but such excess
shall be credited to the unpaid rents due hereunder, and to the expense of
re-letting and preparing for re-letting as provided herein.
(F) Suit or suits for the recovery of damages hereunder, or for any
installments of rent, may be brought by Landlord from time to time at its
election, and nothing herein contained shall be deemed to require Landlord to
postpone suit until the
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date when the Term would have expired if it had not been terminated under the
provisions of this Lease, or under any provision of law, or had Landlord not
re-entered into or upon the premises.
(G) Landlord, at its option, in addition to any and all remedies
available to it, shall have the right to charge a fee for payment of Basic Rent
and/or Additional Rent received later than ten (10) days after the date due,
which fee shall be equal to five percent (51/6) per month applied to the amount
of such overdue rent.
(H) Tenant hereby waives all rights of redemption to which Tenant or
any person claiming under Tenant might be entitled, after an abandonment of the
premises, after a surrender and acceptance of the premises and the Tenant's
leasehold estate, after a dispossession of Tenant from the premises, after a
termination of this Lease, after a judgment against Tenant in an action in
ejectment, after the issuance of a final order or warrant of dispossess in a
summary proceeding, or an any other proceeding or action authorized by any rule
of law or statute now or hereafter in force or effect.
(I) No mention in this Lease of any specific right or remedy shall
preclude Landlord from exercising any other right or from having any other
remedy or from maintaining any action to which Landlord may otherwise be
entitled hereunder or at law or in equity.
(J) Should Tenant be adjudicated a bankrupt, insolvent or placed in
receivership, or should proceedings be instituted by or against Tenant for
bankruptcy, insolvency, receivership, agreement or composition or assignment for
the benefit of creditors, or if this Lease or the estate of Tenant hereunder
shall pass to another by virtue of any court proceedings, writ of execution,
levy, sale or by operation of law, Landlord may, if Landlord so elects, at any
time thereafter, terminate this Lease upon giving to Tenant, or to any trustee,
receiver, assignee or other person in charge of or acting as custodian of the
assets or property of Tenant, five (5) days notice in writing of Landlord's
intention to do so. Upon the giving of such notice, this Lease shall end on the
date fixed in such notice as if such date were the date originally fixed in this
Lease for the expiration hereof, and Landlord shall have the right to remove all
persons, goods, fixtures and chattels therefrom by force or otherwise, without
liability for damages.
(K) If Tenant shall be in default hereunder in any respect, Landlord
may, at Landlord's option and without waiving its rights hereunder, cure such
default on behalf of Tenant, in which event Tenant shall, promptly upon demand
by Landlord, reimburse Landlord for all expenses incurred by Landlord in
effecting such cure, including but not limited to reasonable attorneys' fees,
together with interest on such expenses at fifteen percent (15%) per annum. In
order to collect such reimbursement, Landlord shall have all the remedies
available under this Lease and/or by law or equity for a default in the payment
of Rent. Tenant shall also be responsible for all court costs and reasonable
attorneys' fees incurred by Landlord in connection with any default or
threatened default by Tenant, the enforcement by Landlord of any covenant made
by Tenant, and/or Landlord's exercise of any right of approval or consent as may
be provided for hereunder, whether or not there shall be instituted any
litigation or proceedings relating to this Lease.
20. MORTGAGE SUBORDINATION
This Lease shall be subordinate to the lien of any present or future
mortgage(s) on the premises. Not withstanding the automatic nature of such
subordination as may be reasonably requested by Landlord or by any proposed
mortgagee. In default of
such responsibility, Tenant hereby appoints Landlord as Tenant's
attorney-in-fact to execute, acknowledge and deliver such instrument for and in
the name and stead of Tenant, such power of attorney given to Landlord to be
deemed irrevocable and coupled with an interest. A refusal by Tenant for fifteen
(15) days after written notice to execute such instrument shall entitle
Landlord, at its option, to cancel this Lease without incurring any liability on
account thereof, and the term of this Lease is expressly limited accordingly. If
any mortgagee elects to have Tenant's interest in this Lease rendered superior
in priority to that mortgagee's lien on the Premises, then by notice to Tenant,
this Lease shall be deemed superior to that mortgagee's lien, whether this Lease
was executed before or after execution or recording of the instrument creating
that mortgagee's lien.
21. ESTOPPEL OR OFFSET STATENENTS
Tenant shall, upon the reasonable request from time to time or
Landlord, execute and deliver an estoppel or offset statement (a) certifying
that this Lease is in full force and effect and has not been modified or
amended, or stating all amendments and modifications thereto-, (b) specifying
the dates to which Rent and Additional Rent have been paid; (c) stating whether
or not Tenant alleges that Landlord is in any respect in default, and, if so,
specifying the alleged default; (d) stating the Commencement Date; (e) stating
which options to renew have been exercised, if any; and (f) stating any other
factual matters relating to this Lease as may reasonably be requested by
Landlord such as amount of security deposit, if any.
22. HOLDOVER
In the event that Tenant shall for any reason remain in possession
of the premises after the expiration of the Term, such possession shall, at the
option of Landlord, be on a month-to-month basis subject to the terms and
conditions of this Lease except as to duration of term, and except that the
Basic Rent shall be twenty-five percent (25%) greater than that in effect on the
last day of the Term. If such holdover runs beyond 6 months, then the basic rent
would be increased by an additional 25% over that in effect for the first 6
months of holdover,
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23. FORCE MAJEURE
The period of time during which either party is prevented or delayed
in the making of any improvements or repairs or fulfilling any obligation
required under this Lease, with the exception of obligations of the payment of
Rent or Additional Rent, due to unavoidable delays caused by fire, catastrophe,
strikes, labor trouble, civil commotion, Acts of God or public enemies,
government prohibitions or regulations or inability to obtain materials or any
other causes beyond such party's reasonable control, shall be added to such
party's time for performance thereof, and such party shall have no liability by
reason thereof It is understood, not in limitation of the generality of the
foregoing, that Landlord shall under no circumstances be liable to Tenant in
damages or otherwise for any interruption in service of water, electricity,
heating, air-conditioning and/or other utilities and services of any nature
caused by an unavoidable delay, by the making of any necessary repairs or
improvements or by any cause beyond Landlord's reasonable control.
Notwithstanding the above, and in the event that any such conditions
prevent the Tenant from reasonably utilizing the premises for the purposes set
forth herein, all rent shall be abated during the time of such inability to use
the premises.
24. ENTRY BY LANDLORD
Landlord shall exercise its right of access for such purposes, if
exercised at all, upon reasonable advance notice to Tenant and in a manner not
unreasonably to interfere with Tenant's business at the premises. At all times
during the Term, Tenant will permit Landlord, its agent, employees and
contractors, to enter the premises during business hours in order to inspect the
same, to enforce or carry out any provision of this Lease and/or to install,
repair, replace or realign any utility lines serving the premises.
For a period commencing three (3) months prior to expiration of the
Term, Landlord may have reasonable access to the premises for the purpose of
exhibiting the same to prospective tenants.
25. END OF TERM
Upon expiration of the Term or other termination of this Lease,
Tenant shall peaceably and quietly quit and surrender the premises, broom clean,
in good order and condition, reasonable wear and tear and damage by fire or
other casualty excepted. Tenant shall have the right to remove its trade
fixtures but shall be obligated to repair any damage caused in removing same and
to restore the premises to such condition as existed at the Commencement Date,
reasonable wear and tear excepted.
26. FLOOR LOADS
Tenant shall not place a load upon any floor of the premises
exceeding the floor load per square foot area, which it was designed to carry
and which is allowed by law. Landlord reserves the right to prescribe the weight
and position of all safes, business machines and mechanical equipment. Any
equipment or property of any nature placed or installed by Tenant in the
premises shall be placed and maintained in setting sufficient, in Landlord's
judgment, to absorb and prevent vibration, noise and annoyance.
27. CONDUCT OF BUSINESS
Tenant shall not engage in any activity on the premises constituting
a nuisance. Tenant shall conduct its business on the premises in a dignified
manner and in conformity with the highest standards of practice obtaining among
stores dealing in the same or similar merchandise and the standards generally
applicable to the Business Zone, and shall at all times keep the premises in a
clean, orderly and sanitary condition. Tenant shall not conduct any auction,
loss of lease, fire, bankruptcy or going-out-of-business sale at the premises,
or any other special sale other than is incident to the normal and established
routine of Tenant's business with its regular clientele. Nothing herein shall be
deemed to restrict the freedom of Tenant to determine its own selling prices and
to conduct periodic seasonal, promotional or normal clearance sales. Tenant
shall keep its business open continuously and uninterruptedly (except for
periodic vacations, not to exceed two (2) weeks per year) during customary
business hours for stores dealing in the same or similar merchandise.
28. NOTICES
Wherever in this Lease it shall be required or permitted that notice or demand
("Notice") be given or served by either party to this Lease to or on the other,
such Notice shall be in writing and may either be served personally upon the
parties or upon the next business day after mailing, as the case may be, except
that a mailed notice changing an address for notice purposes hereunder shall be
effective upon receipt.
29. ATTORNNENT
Tenant shall attorn to any new owner of the Tract, including
Landlord's mortgagee, and shall execute such attornment instrument as shall
reasonable be requested by such new owner,
30. WAIVER OF SUBROGATION
Landlord hereby releases Tenant from liability for damage or
destruction to the Building, and Tenant hereby releases Landlord from liability
for damage or destruction to any of its personal property or leasehold
improvement; provided, however, that such releases shall apply only in respect
of damage or destruction normally covered by standard policies of fire insurance
with
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extended coverage and such waivers shall apply only to the extent of proceeds
made available under such policies. Tenant and Landlord shall each cause any
policies of insurance maintained by it with respect to the premises and Building
respectively to contain a waiver by the insurers of any rights of subrogation.
31. COVENANTS TO BIND RESPECTIVE PARTIES
The covenants and agreements contained in this Lease shall inure to
the benefit of and be binding upon the parties hereto and their heirs, legal
representatives, successors and permitted assigns.
32. NO WAIVER OF BREACHES
The failure of Landlord or Tenant to insist upon strict performance
of any of the covenants or conditions of this Lease or to exercise any option
herein conferred in any one or more instances, shall not be construed as a
waiver of relinquishment for the future of any such covenants, conditions or
options, but the same shall be and remain in full force and effect. In no
circumstances shall acceptance of current rent be deemed a waiver of past
obligations of Tenant nor acceptance of partial payment be deemed other than
partially on account of rent due hereunder (and not an accord or satisfaction).
33. Q-UMT ENJOYNENT
Landlord covenants that Tenant, upon compliance with the terms and
conditions on Tenant's part to be performed hereunder, shall, subject to the
terms of this Lease, quietly enjoy the premises for the Term.
34. RULES AND REGULATIONS
Tenant shall observe such reasonable rules and regulations as may be
annexed hereto and made a part hereof, and/or as Landlord may, on written notice
to Tenant, hereafter adopt from time to time as to all tenants at the Tract.
35, NO LEASE RECORDING
Tenant agrees that it will not record this Lease or any memorandum
hereof,
36. BROKERS
Landlord represents that General Partner of Landlord is a licensed
real estate broker in the State of New Jersey.
37, RENEWAL OPTION
(A) Provided that Tenant is not then in default under the terms of
this Lease, and provided further that this Lease has not theretofore been
terminated pursuant to the provisions hereof, or of the Lease, Tenant shall have
the option to renew this Lease for four (4) additional periods of one (1) year
(the "Renewal Term"). Said option to renew shall expire and be of no force or
effect unless exercised by Tenant giving written notice thereof to Landlord,
sent not later than three (3) months prior to the expiration of the Term.
(B) All of the terms conditions a provisions of this Lease shall
remain in full force and effect during the Renewal Term, except that the minimum
rent shall be increased as follows:
1st Renewal Option: Each option shall be adjust by a % increase
equal to the CPI % increase for the most recently published 12-month period.
(C) No option granted to Tenant to renew this Lease, nor the
exercise of any such option by Tenant, shall prevent Landlord from exercising
any right granted or reserved to Landlord in this Lease, either during the
original Term or during any Renewal Terms. Any termination of this Lease shall
serve to terminate any renewal options whether or not Tenant shall have
exercised same. Any right on the part of Landlord to terminate this Lease shall
continue during any Renewal Terms, and no options granted to Tenant to renew
this Lease shall be deemed to give Tenant any further options to renew.
38. POTENTIAL LEASE CONCESSION
Landlord and Tenant have agreed that, if the doctor group which
Tenant has introduced to the Landlord rents all or part of the space that the
Tenant has vacated, then Tenant shall be entitled to as much as $ 1. 00/s.f.
concession on the Lease for the entire duration that Tenant occupies space at
Crossroads Center. Such concession will apply provided that the doctor group
rents the space during the next 12-month period and will apply from the point at
which the new tenant actually starts to pay rent at Crossroads. If the doctor
group rents less than the entire square footage which Skylands vacated, the
concession shall be proportionate to $ 1. 00 as the rented space is to the
entire space.
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described below, or may be sent by registered or certified mail,
return receipt requested, to the parties at the addresses described below - if
to Landlord, at its address stated at the head of the Lease; it to Tenant, at
the premises. Such addresses may be changed from time to time by either party by
written notice served upon the other, as above provided. Notices hall be
effective upon delivery.
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