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Exhibit 10.1

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Mercer Management & Development, Inc. on behalf of Vernon

Holdings 101837 LLC d/b/a Cream Ridge Mews

 

 

 

 

W I T N E S S E T H:

Landlord and Tenant agree as follows:

1.            Demised Premises.       Landlord hereby leases to the Tenant and Tenant hereby rents from Landlord an approximately 2,100 square foot building located at 403 Rte 539 Cream Ridge, County of Ocean, State of New Jersey along with a 1,200 square foot canopied drive thru. The “Building”, together with the land on which it is located, is hereinafter referred to as the “Property”. The Property is designated as Block 45, Lot 1.01 on the tax map of the Township of Plumsted and is hereinafter referred to as the “Demised Premises” as depicted on Exhibit A. The Demised Premises shall also include the non-exclusive right, in common with the Landlord and other future tenants, and their employees, customers, visitors, guests and invitees to use the common driveway located on Block 45, Lot 1.01 as depicted on Exhibit A. Notwithstanding the foregoing, Tenant shall not, at any time, store any materials or park any vehicles on any common driveway. Further, Landlord reserves the non-exclusive right, in common with the Tenant, for Landlord and any future tenants of Block 45, Lot 1.01, and their employees, customers, visitors, guests and invitees to use the common driveway as depicted on

 

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Exhibit A on Block 45, Lot 1.01. Landlord shall not permit storage of materials or the parking of vehicles on the common driveway .

a. The Initial Term of this Lease is for ten years and shall commence to run on October 1, 2006 (the “Commencement Date”).

a.                Commencing on the Commencement Date (the “Fixed Rent Commencement Date”), Tenant hereby covenants and agrees to pay Landlord during the first year of the Initial Term of this Lease a fixed rental of $75,000 for the Demised Premises payable in monthly installments calculated at $6,250.00. Thereafter, for each subsequent year of the Initial Term, the fixed rent shall increase on each anniversary date based on the percentage increase in the CPI (for Philadelphia-New Jersey), from August of the previous year to August of the current year, except that the annual increase shall not exceed four percent (4%). The rent will increase by 3% every year during any option periods that Tenant exercises in accordance with paragraph 3(f) below.

b.            All payments of rent and additional rent, if any, shall be made by the Tenant to the Landlord without notice or demand in equal monthly installments, in advance, without setoff or abatement, and shall be due and payable on the first day of each and every calendar month throughout the term of this Lease commencing on the Commencement Date, provided however, that a full month’s fixed and additional rent, if any, shall be payable upon Tenant’s execution of this Lease.

c.             In the event Tenant shall fail to pay any rent or additional rent, if any, as provided herein, or any part thereof, within ten (10) days following the due

 

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date for such installment, Landlord shall impose, and Tenant agrees to pay, a late charge of five (5%) percent of the rent due, said late charge to be immediately due and payable. It is agreed that this late charge has been reasonably calculated to offset Landlord’s added expense in handling the late payment and other costs to Landlord, including but not limited to, the costs Landlord may incur for late charges on its mortgages.

d.            The parties hereto agree that the fixed annual rental payable hereunder shall be net to the Landlord so that this Lease shall yield to Landlord the fixed rent per annum specified herein during the term of this Lease. Tenant shall pay, as additional rent, the costs and expenses as provided for herein so as to render the fixed annual rental net to the Landlord.

e.              Whenever under the terms of this Lease any sum of money is required to be paid by Tenant in addition to the fixed annual rental reserved hereunder, said additional sum shall be deemed additional rent and shall be payable with the next installment of fixed annual rental thereafter falling due. Nothing contained in this subparagraph shall be deemed to suspend or delay the obligation of Tenant to pay any and all other sums as and when due hereunder, nor otherwise limit or circumscribe any other remedy of Landlord, except as provided herein.

f.              Tenant shall have two (2) options to extend the term of this Lease for a five (5) year periods with the first option period commencing on the first day of the month following the termination date of this lease. The options to extend, as well as the commencement of the Option Periods, shall be expressly conditioned upon Tenant, up to the time the Option Period is to begin, having fully and timely complied with all its monthly rental obligations and all of its other obligations under this Lease.

 

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The option is exercisable by Tenant by giving Landlord written notice, not later than six (6) months prior to the termination date of this lease, or any subsequent option period. Strict compliance with the conditions of the option and the exercise thereof is deemed material to the parties, and time for exercise is of the essence. Tenant’s failure to timely exercise the option shall be deemed a waiver of the option, in which event this Lease shall expire on the Termination Date.

a.             As of the Commencement Date, Tenant agrees to pay any real estate taxes, assessments and other local governmental charges, whether general or special, ordinary and extraordinary, unforeseen as well as foreseen, of every kind and nature, assessed against the Building and Property of which the Demised Premises is a part and provide Landlord with proof of payment thereof within 30 days of the due date.

b.            Tenant or Landlord may institute an action seeking a reduction in the tax assessment for the Property. Landlord shall not be obligated to bring any such action seeking a reduction in the assessment, nor shall Landlord be in any way liable to Tenant in the event any such action results in an increase in the assessment.

c.             If at any time during the term of this Lease, under the laws of the State of New Jersey or any political subdivision thereof, a tax on rents is assessed against the Landlord as a substitution, in whole or in part, for a real estate tax or assessment, water or sewer charge, or other governmental imposition or charge (except income taxes), Tenant shall pay the same.

 

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As of the Commencement Date, Landlord shall arrange to have the utilities that are separately metered for the Demised Premises and shall pay all charges therefor directly to the utility company furnishing the services. Thereafter, Tenant will arrange to have the bill for utility services billed directly to them. Removal of Tenant’s trash from the Building and Property shall be Tenant’s responsibility and shall be done at Tenant’s cost. Tenant shall pay its Proportionate Share of all non-separately metered utilities based on charges billed to Landlord therefor.

a.             Throughout the term of this Lease, Tenant covenants to use the Demised Premises solely for a Yardville National Bank branch office as permitted by law. Landlord agrees not to lease any other part of the Demised Premises, or any other part of the strip center adjacent to the Demised Premises, to another financial institution.

b.            Tenant shall not enter into any activities at the Demised Premises which involve the on-site generation, manufacture, refining, transportation, treatment, storage, handling or disposal of “Hazardous Substances” and/or wastes as defined in ISRA and its implementing regulations, or as defined under the New Jersey Spill Compensation and Control Act (the “Spill Act”), N.J.S.A. 58:10-23.11, et.seq. , as amended, or the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C.9601 et. seq . [“CERCLA”] ) or any other applicable environmental law. Tenant shall indemnify, defend and save Landlord harmless from all fines, costs, suits, damages, procedures, judgments, or actions of any kind resulting from such use by Tenant of the Demised Premises.

 

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c.             The use by the Tenant of the Demised Premises shall be in careful, lawful, safe and proper manner, and the Tenant shall not permit the same to be used for any unlawful purpose, nor commit nor suffer any waste. Tenant covenants to comply with all reasonable rules and regulations which Landlord may, at any time or from time to time during the term of this Lease, impose on other tenants, their employees, agents, licensees and customers.

a.             As of the Commencement Date, Tenant agrees to pay for and reimburse Landlord for all insurance the Landlord maintains for the Building, including, but not limited to, all insurance for loss or damage by fire and all other casualties ordinarily included in extended coverage, public liability, insurance for the payment of rent, personal injury, property damage and all other insurance of any type, kind or description, which may be reasonably required for the Building and the property on which the Building is located. In the event Tenant notifies Landlord in writing that Tenant has received a firm written offer from an insurer licensed to do business in New Jersey and having a Best’s Rating of “A” or better to provide the same insurance coverage (and endorsements) as that of Landlord’s current insurer, Landlord will have thirty (30) days after receipt of Tenant’s notice to have its own insurer match the offer by Tenant’s insurer. In the event Landlord’s insurer cannot match the offer, Landlord shall accept the offer from Tenant’s insurer. Landlord at any time thereafter may replace Tenant’s insurer with an insurer providing the same coverage at the same or less cost.

 

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b.            Tenant shall not do, nor permit to be done, any act or thing on the Demised Premises, which shall invalidate or be in conflict with, or cause any additional premium for, any insurance policy insuring the Building.

c.             Tenant shall, during the entire term hereof, at its sole cost and expense, keep in full force and effect a policy of comprehensive public liability and property damage insurance with respect to the Demised Premises and the business operated by Tenant in the Demised Premises as to which the limits of liability shall not be less than ONE MILLION (1,000,000.00) DOLLARS per person and TWO MILLION (2,000,000.00) DOLLARS per accident or occurrence and in which the property damage liability shall not be less than ONE MILLION (1,000,000.00) DOLLARS The policy shall be from a New Jersey licensed insurance company and shall name the Landlord as an additional insured. The policy shall contain a clause that the insurer will not cancel the insurance coverage without first giving the Landlord thirty (30) days’ prior written notice. A copy of a certificate evidencing such coverage will be delivered to Landlord before the Commencement Date or date Tenant takes possession whichever is earlier.

d.            Notwithstanding anything in this Lease to the contrary, Landlord and Tenant each hereby waives any and all right of recovery, claim, action or cause of action against the other, its agents, officers or employees, for any loss or damage that may occur to the Demised Premises or any property therein, by reason of fire, the elements or any other cause which is insurable under fire and extended coverage insurance policies, regardless of cause of origin, including negligence and each covenants that no insurer shall hold any right of subrogation against such other party.

 

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a.             Tenant covenants that throughout the term of this Lease it will take good care of the Demised Premises, including all alterations, changes and improvements at any time erected thereon, and to keep and maintain same in good order and condition subject to normal wear and tear and damage. Except for roof and structural repairs, which will be Landlord’s responsibility (not required as a result of Tenant’s negligence or willful acts), Tenant shall promptly make, at its sole cost and expense, all repairs and replacements to the Demised Premises, including but not limited to those portions of electrical, plumbing servicing and within the Demised Premises. Replacements to the HVAC system shall be made by Tenant at its sole cost and expense. Tenant shall be required to enter into a maintenance agreement with a licensed HVAC contractor providing for the full and complete maintenance of the HVAC system as of the Commencement Date of this lease or date of possession, whichever is earlier, and shall be responsible for all repairs thereto. Tenant shall keep all areas, including, but not limited to, the driveways, parking areas and walkways clean and free of debris and ice and snow accumulation. Tenant shall also maintain and perform all landscaping for the entire Property in proper manner. Tenant hereby indemnifies and holds Landlord harmless from and against any claim, damages, actions, injuries and expenses relating to Tenant’s performance of its duties under this paragraph. Landlord reserves the right to elect to perform the Tenant’s snow and ice removal and landscaping duties in the event Landlord deems Tenant’s performance to be inadequate and the charges incurred by Landlord shall constitute operations costs to be paid by Tenant. Landlord shall deliver, and Tenant shall accept, the Demised Premises in its “as is” condition. Tenant shall be responsible for obtaining a Continuous Business Certificate for the Demised Premises, if required.

 

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b.            Tenant shall, during the term of this Lease, at its sole cost and expense, promptly comply with any statute, ordinance, rule, order, regulation or requirement of the Federal, State and Municipal Government and any and all departments, agencies, bureaus and subdivisions thereof as same shall apply to the Demised Premises and observe and promptly comply with: (i) all reasonable rules, orders and regulations of the Board of Fire Underwriters; or any like agency; and (ii) the requirements of all insurance carriers issuing policies maintained by the Landlord on the Demised Premises or on the property of which the Demised Premises is a part, except that Tenant shall not be required to make any changes to the Demised Premises during the initial term of the Lease which shall result in a change in the law applicable to all tenants as opposed to a change in the law affecting Tenant because of Tenant’s particular use or manner of use of the Demised Premises.

c. Tenant shall have the right during the term of this Lease to make interior alterations and improvements to the Demised Premises subject to the following conditions: (i) all governmental permits and authorizations required therefor shall have been obtained by Tenant prior to the undertaking of said alterations or improvements; (ii) no alteration or improvement of the Demised Premises shall be undertaken until detailed plans and specifications have first been submitted to and approved in writing by the Landlord, which consent shall not be unreasonably withheld or delayed; (iii) all alterations and improvements, when completed, shall be of such a character as shall not reduce, or otherwise adversely affect, the value of the Demised Premises, reduce the cubic content of the Building, affect the structural soundness of the Building, or change the character of the Building; (iv) all work done in connection with

 

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any alterations and improvements shall be done promptly and in a good and workmanlike manner and in compliance with all building and zoning laws, and with all laws, ordinances, orders, rules, regulations and requirements of all Federal, State and Municipal governments and the appropriate departments, commissions, boards and officers thereof, and in accordance with the orders, rules and regulations of the Board of Fire Underwriters (or like agency) where the Demised Premises is situated, or any other body exercising similar functions and having jurisdiction thereof; (v) said alteration or improvement shall be completed free of liens for labor and materials supplied or claimed to have been supplied the Demised Premises; and (vi) Tenant shall, at its sole cost and expense, maintain adequate insurance therefore, including statutory workmen’s compensation insurance covering all persons employed in connection with the work and with respect to whom death or injury claims could be asserted against the Landlord, the Tenant or the Demised Premises; and general liability insurance naming the Landlord as an additional insured, which policy shall have limits of not less than ONE MILLION ($1,000,000.00) DOLLARS per person and TWO MILLION ($2,000,000.00) DOLLARS per accident or occurrence and ONE MILLION ($1,000,000.00) DOLLARS for property damage. The policy shall provide that the insurer will not cancel the insurance coverage without first giving the Landlord thirty (30) days prior written notice. All such insurance will be in a company or companies authorized to do business in New Jersey and all such policies or certificates thereof shall be delivered to the Landlord prior to the commencement of any work.

 

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a.             If the total Demised Premises is taken, acquired or purchased by or through condemnation proceedings or any right of eminent domain or any other authority of law, with or without the entry of an order in a judiciary proceeding, this Lease shall terminate as of the date of taking without further liability by the parties hereto.

b.            The date of any taking shall be the date specified in the official notice of the condemning authority, or in the absence of such notice, the vesting of title in said authority. Subject to the provisions as hereinafter provided in this paragraph, all rent or other charges paid or payable by Tenant to Landlord shall be abated as of the date of said taking. Upon any termination or cancellation of this Lease, as provided in this section, all rent or other charges paid in advance for any period after the effective date of the taking shall be refunded to Tenant, less any sums due Landlord from Tenant.

c.             Landlord reserves to itself all rights to damages or compensation accruing on account of any such taking of the real property comprising and included in the Demised Premises as aforesaid or by reason of any act or any public or quasi-public authority for which damages are payable. Tenant shall not be entitled to any portion of the award as a result of the loss of its leasehold interest; however, Tenant may seek compensation for Tenant’s fixtures and moving expenses, provided such award shall not diminish Landlord’s award.

d.            In the event that 20% or less of the Building is taken, this Lease shall remain in full force and effect and the rental payable hereunder shall be equitably adjusted. In the event that more than 20% of the Building is taken, Tenant may

 

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terminate this Lease, provided the Tenant sends written notice of the termination to the Landlord within fifteen (15) business days of the later of receipt of a notice of the taking or the effective date of the taking, time being of the essence. If no such notice is sent, the Lease shall remain in force and effect as provided in the first sentence of this sub-paragraph (d).

a.             Except for Landlord’s negligence, omissions or intentional malfeasance, Landlord: (1) shall not be liable to Tenant or any other person on the Demised Premises for any damage either to person or property; (2) shall not be responsible or liable in any way whatsoever for the quality, quantity, impairment, interruption, stoppage of or other interference with services involving water, heat, gas, electrical current for light and power, telephone or any other service by any public utility; and (3) shall not be liable for any damage or injury by water, steam, electricity, gas, rain, ice or snow which may be sustained by Tenant or other person.

b.            Except for Landlord’s negligence, omissions or intentional malfeasance, Tenant shall indemnify, defend and save Landlord harmless from and against all injuries, liability, judgments, expenses, claims or damages to any person or property while on or about the Demised Premises arising out of the use or occupancy of the Demised Premises by Tenant.

a.             Any mortgages that are now or hereafter may be placed against the Building or any part thereof shall have preference and precedence and be superior and prior to this Lease (and this Lease shall be subordinate to any such

 

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mortgages), irrespective of the date of granting or recording and Tenant does hereby agree to accept (and attorn to) any mortgagee as the Landlord hereunder and to perform its obligation as Tenant under this Lease, if any mortgagee acquires title to the Property by foreclosure or otherwise.

b.            The term “mortgage” as used in this section includes mortgages, deeds of trust or any similar instruments and modifications, extensions, renewals and replacements thereof.

c.             In the event Landlord desires confirmation of such subordination and attornment, Tenant shall deliver any instrument which may be reasonably required to further evidence the subordination of this Lease to the lien of any such mortgage or mortgages and the agreement by Tenant to accept the mortgagee as the Landlord and perform under this Lease if the mortgagee acquires title to the Building by foreclosure or otherwise, as shall be desired by any aforesaid mortgagee or proposed mortgagee, provided such instrument shall not alter the terms of this Lease.

d.            Tenant does hereby agree to any assignment by Landlord of the rentals under this Lease to a mortgagee.

e.             Tenant shall within ten (10) days after receipt of Landlord’s written request execute and deliver an estoppel certificate in a form required by Landlord, stating, to the extent su