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LEASE AGREEMENT
---------------
LANDLORD: Beiler-Campbell Inc.
TENANT: First National Bank of Chester County
CENTER: Beiler-Campbell Center - PhaseII
ARTICLE I : GRANT AND BASIC
TERMS.............................................1
1.1. Basic Terms and
Definitions..................................1
1.2. Grant of
Leasehold...........................................3
1.3. Commencement of
Lease........................................3
1.4. Common
Areas.................................................3
1.5. Commencement of Minimum Rent and Additional
Rent.............4
1.6. Lease
Term...................................................4
1.7. Condition of Leased
Premises.................................4
1.8. Tenant's
Work................................................5
1.9. Center
Provisions............................................5
1.10. Option To Renew....................
.........................5
ARTICLE II :
RENT.............................................................5
2.1. Minimum
Rent.................................................5
2.2. Percentage Rent. (Intentionally
Omitted)....................6
2.3. Gross Receipts Defined. (Intentionally
Omitted).............6
2.4. Tenant's Records. (Intentionally
Omitted)..................6
2.5. Audit. (Intentionally
Omitted).............................6
2.6. Taxes and
Insurance..........................................6
2.7. Interest on Delinquent
Rent..................................7
2.8. Late
Fee.....................................................7
2.9. Returned
Checks..............................................7
ARTICLE III : CONDITION OF LEASED
PREMISES....................................8
3.1. Landlord's Obligations. [Intentionally Omitted.
See section 1.06]..................8
3.2. Landlord's
Work..............................................8
ARTICLE IV : CONDUCT OF
BUSINESS..............................................8
4.1. Use of Leased
Premises.......................................8
4.2. Operation of
Business........................................8
ARTICLE V : COMMON
AREAS......................................................8
5.1. Control of Common Areas by
Landlord..........................8
5.2. Common Area Maintenance
Contribution.........................9
5.3.
Definitions..................................................9
ARTICLE VI : ALTERATIONS, LIENS AND
SIGNS....................................10
6.1.
Alterations.................................................10
6.2. Tenant Shall Discharge All
Liens............................10
6.3. Signs, Awnings and
Canopies.................................11
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ARTICLE VII : MAINTENANCE OF LEASED PREMISES, SURRENDER AND
RULES............11
7.1. Maintenance, Repair, and Replacement by
Tenant..............11
7.2. Maintenance by Landlord. [Intentionally
omitted]...........12
7.3. Surrender of Leased
Premises................................12
7.4. Rules and
Regulations.......................................12
ARTICLE VIII : INSURANCE AND
INDEMNITY.......................................14
8.1. Casualty
Insurance..........................................14
8.2. Waiver of
Subrogation.......................................14
8.3. Increase in Fire Insurance
Premiums.........................14
8.4. Liability
Insurance.........................................14
8.5. Indemnification of
Landlord.................................15
8.6. Plate Glass
Insurance.......................................15
8.7. Liquor Liability
Insurance..................................15
8.8. Insurance
Policy............................................15
ARTICLE IX :
UTILITIES.......................................................16
9.1. Utility
Charges.............................................16
ARTICLE X : PRIORITY OF
LEASE................................................16
10.1.
Subordination...............................................16
10.2. Notice to Landlord of
Default...............................17
10.3. Estoppel
Certificate........................................17
10.4.
Attornment..................................................18
ARTICLE XI : ASSIGNMENT AND
SUBLETTING.......................................18
11.1. Consent
Required............................................18
ARTICLE XII : WASTE, GOVERNMENTAL AND INSURANCE
REQUIREMENTS.................19
12.1. Waste or
Nuisance...........................................19
12.2. Governmental and Insurance
Requirements.....................19
12.3. Hazardous
Substances........................................19
ARTICLE XIII : PROMOTION
FUND................................................21
13.1. [Intentionally
Deleted].....................................21
ARTICLE XIV : DESTRUCTION OF LEASED
PREMISES.................................21
14.1. Partial
Destruction.........................................21
14.2. Substantial
Destruction.....................................21
14.3. Destruction of Center. [Intentionally
Omitted].............21
ARTICLE XV : EMINENT
DOMAIN..................................................21
15.1.
Condemnation................................................21
ARTICLE XVI : DEFAULT OF
TENANT..............................................22
16.1. Tenant's
Default............................................22
16.2.
Remedies....................................................23
16.3. Further Remedies of
Landlord:...............................24
16.4. Legal
Expenses:.............................................27
16.5. Failure to Pay;
Interest....................................27
ARTICLE XVII : ACCESS BY
LANDLORD............................................27
17.1. Right of
Entry..............................................27
ARTICLE XVIII : TENANT'S
PROPERTY............................................27
18.1. Taxes on
Leasehold..........................................27
18.2. Loss and
Damage.............................................28
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18.3. Notice by
Tenant............................................28
ARTICLE XIX : HOLDING OVER;
SUCCESSORS........................................28
19.1. Holding
Over................................................28
19.2. Successors and
Assigns......................................28
ARTICLE XX : QUIET
ENJOYMENT.................................................28
20.1. Landlord's
Covenant.........................................28
ARTICLE XXI :
MISCELLANEOUS..................................................29
21.1.
Waiver......................................................29
21.2. Accord and
Satisfaction.....................................29
21.3. No
Partnership..............................................29
21.4. Force
Majeure...............................................29
21.5. Landlord's
Liability........................................29
21.6. Notices and
Payments........................................30
21.7. Financial
Statements........................................30
21.8. Captions and Section
Numbers................................30
21.9.
Definitions.................................................30
21.10. Partial
Invalidity..........................................31
21.11.
Recording...................................................31
21.12. Entire
Agreement............................................31
21.13. Jury Trial; Claims;
Survival................................31
21.14. Applicable
Law..............................................32
21.15. Consents and
Approvals......................................32
21.16.
Authority...................................................32
21.17.
Interpretation..............................................32
21.18.
Brokers.....................................................33
ARTICLE XXII : SECURITY AND RENT
DEPOSITS....................................33
22.1. Amount of Security
Deposit..................................33
22.2. Use and Return of Security
Deposit..........................33
22.3. Rent
Deposit................................................34
ARTICLE XXIII : TENANT AND COVENANTS;
EASEMENTS..............................34
23.1. Tenant
Covenants............................................34
23.2. Landlord
Covenant...........................................34
23.3.
Easements...................................................34
EXHIBITS
--------
The Center's Overall Development
Plan..........................Exhibit A
Leased Area
Diagram............................................Exhibit B
Disclosure For Confession of
Judgment..........................Exhibit C
Estoppel
Certificate...........................................Exhibit D
Construction Requirements for Tenant's
Improvements............Exhibit E
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LEASE AGREEMENT
---------------
THIS LEASE AGREEMENT (the "Lease") is entered into pursuant to
the following
terms and conditions:
ARTICLE I: GRANT AND BASIC TERMS
1.1. Basic Terms and Definitions.
---------------------------
This Lease is subject to the following basic terms and
definitions:
(a) Date of Lease: May 1, 2007
(b) Landlord: Beiler-Campbell Inc
Address: 402 Bayard Road
Kennett Square, PA 19348
Attn: Brian Campbell
Phone: 610 444 7600
Tax ID Number: 23-274000
(c) Tenant: First National Bank of Chester County
Branch Address: 904 E Baltimore Pike
Kennett Square, PA 19348
Billing and Notices Address:PO Box 523
West Chester, PA 19381
Attn: Vice President Real Estate
Tax I.D. Number: 23-1209886
(d) Center: Beiler-Campbell Center - Phase II
Address: 904 E Baltimore
Pike Kennett Square, PA 19348
(e) Tenant's "Leased Premises": Pad Site highlighted and
identified on
Exhibit "B."
(f) Rental Term: 10 years, subject to adjustment pursuant to
Section
1.05 and subject to validly exercised Renewal Term(s) consisting
of;
Three consecutive five year renewal periods and one four year
renewal
period. (the "Renewal Term" or "Renewal Terms.")
(g) Construction Commencement Date: subject to Section 1.06
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Lease Commencement Date: May 1, 2007 subject to Sections 1.02
and 1.05
Lease Expiration Date: April 30, 2017 subject to Sections 1.02
and
1.05 Rent Commencement Date: May 1. 2007 subject to Section
1.04
Once actual dates are known, these dates shall be confirmed in
writing
by both parties as required by Section 1.02.
(h) Minimum Monthly Rent: $10,0000.00 (see Section 2.01) Due 1st
day
of each month:
See Rent Schedule attached as APPENDIX 1.
--- ----------
Minimum Annual Rent: $120,000.00 See Rent Schedule attached
as
---
APPENDIX 1.
----------
(i) Option(s) to Renew: See Section 1.09. Three consecutive five
year
renewal periods and one four year renewal period
(j) Use of Leased Premises (see Section 4.01): Retail Bank
Branch or
other commercial use consistent with the operation or
administration
of a state or federally chartered bank.
(k) Trade Name of Tenant (see Section 4.01): First National Bank
of
Chester County
(l) "Broker": B.K. Campbell, Inc. (see Section 21.18)
(m) Security Deposit None (see Section 22.01)
(n) Rent Deposit: None (see Section 22.03)
(o) "Additional Rent": Landlord will provide reasonably
detailed
estimates of Tenant's proportionate contributions for Common
Area
Operating Costs, and other common charges no later than thirty
(30)
days before the Lease Commencement Date.
(p) Late Fee on Rent and Other Charges (See Section 2.08): 5%
after 10
days late
(q) Returned Check Fee (See Section 2.09): $50.00
(r) CAM Admin Fee (See Section 5.03): 7.5% of Total CAM
Costs
(s) Condition of Leased Premises. See Section 1.06.
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1.2. Grant of Leasehold.
------------------
Landlord hereby demises and leases to Tenant, and Tenant rents
from
Landlord, the Leased Premises as depicted on Exhibit "B." The
Leased
Premises is within the Center, the overall Development Plan for
which is
attached as Exhibit "A," subject to all of the terms and
conditions of this
Lease.
1.3. Commencement of Lease.
---------------------
The Lease Term shall commence on the date that Landlord
substantially
completes Landlord's Work (hereinafter "Lease Commencement
Date"). As used
in this Lease, the terms (i) "Landlord's Work" shall mean the
completion of
all common site work applicable to the Leased Premises. "Common
Site Work"
shall include the following: (i) clearing and grading the Leased
Premises
including the Limited Common Area) to within six inches of
grading
standards required by applicable code, (ii) providing temporary
and
permanent water (domestic and fire), fire hydrants including
lateral lines
to within five (5) feet of the Leased Bank Pad; (iii)
installation of fire
hydrants in a number and in such places as the local governing
jurisdiction
shall require, including lateral lines within five (5) feet of
the Leased
Bank Pad; (iv) providing main trunk sanitary and storm sewer
lines,
permanent electric, gas and telephone service within five (5)
feet of the
Leased Bank Pad, and underground pipes and off site and on site
storm and
flood water detention areas and catch basins; (v) providing the
parking
lot, sidewalk and interior roads (including entrances and exit
driveways,
but excluding building sidewalks, loading docks and loading
ramps) and
curbs associated therewith, all as shown on Exhibit A, (vi)
providing a
parking lot lighting system, parking lot identification signs,
traffic
control signs and entrance and exit signs; (vii) providing
landscaping for
all nonbuilding areas including trees, shrubs, planters within
the parking
and driving areas, (viii) off site improvements including any
necessary
road improvements, traffic signals, median cuts, acceleration
and
deceleration lanes as shown on Exhibit A. "Substantially
complete" and
"substantial completion" shall mean the date that the Landlord's
Work has
been completed in compliance with all applicable Township
regulations,
ordinances, and laws, with the exception of minor items which
can be
completed without material interference of the installation of
fixtures or
improvements for Tenant's business. Upon substantial completion
of the
foregoing and Tenants obtaining all required governing approvals
including
approval of The Office of the Comptroller of the Currency (OCC);
such
approvals to be obtained no later than April 30, 2007, the
parties shall
sign a Tenant Estoppel Certificate in the form attached hereto
as Exhibit
"D" that establishes the Lease Commencement Date, Rent
Commencement Date,
and expiration of the Term and Renewal Periods.
1.4. Common Areas.
------------
(a) Use of Common Areas. The use and occupation by Tenant of
the
Leased Premises shall include the use, in common with others
entitled
thereto, of the Common Areas (as defined in Section 5.03),
employees'
parking areas, service roads, loading facilities, sidewalks
within the
Center (other than sidewalks appurtenant to Tenant's Building)
and customer
car parking areas of the Center, and such other facilities as
may be
designated from time to time by Landlord, subject, however, to
the terms
and conditions of this Lease. Landlord may designate certain
portions of
3
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the parking areas as reserved for use of certain tenants or
customers of
certain tenants. All parking rights are also subject to all
applicable
local rules, regulations, and ordinances. Landlord shall not
permit any
construction, plantings or truck or delivery parking within
the
cross-hatched area on Exhibit "B" that will impede or obstruct
any site
lines or vehicle or pedestrian vision of the Building or Tenants
approved
signage.
(b) Limited Common Area. Limited Common Area is that area
depicted on
Exhibit "B," attached hereto, that is designed exclusively for
use by
Tenant in connection with the Leased Premises. Where applicable,
it is
specifically intended that Tenant's parking areas and sidewalks
shall be
considered part of the Limited Common Area and any "drive-thru"
window
facilities, sidewalks and loading dock areas appurtenant to
Tenant's
Building shall be considered part of the Leased Premises. Costs
for
maintenance, repair, replacement and any and all other expenses
associated
with the Limited Common Elements shall, unless otherwise
determined by
Landlord, be considered part of the costs of the Common Areas
and shared
proportionately among all tenants within the Center.
1.5. Commencement of Minimum Rent and Additional Rent;Delay
Payment
--------------------------------------------------------------
Tenant's obligation to pay Minimum Rent shall commence on May 1,
2007
(hereinafter the "Rent Commencement Date"). Tenant's obligation
to pay
Additional Rent shall also commence on the Rent Commencement
Date.
Concurrently with the date of this Lease, Tenant shall pay
Landlord
Eighty Thousand Dollars ($80,000) as payment to Landlord of
compensation
---------------- -------
lost by Landlord by reason of Tenant's extended delay selecting
the Leased
Premises for a bank branch site and entering into this
Lease.
1.6. Lease Term.
----------
The term of this Lease shall commence on the Lease Commencement
Date,
continue for Ten (10) years beginning on the Rent Commencement
Date
(subject, if applicable, to validly exercised Renewal Terms). In
the event
the Rent Commencement Date is other than the first day of the
month, the
period between the Rent Commencement Date and the first full day
of the
first full month next succeeding shall be added to the Rental
Term, and
therefore, the first year of the Rental Term shall be deemed to
be extended
to include such partial month and the following twelve (12)
months so as to
end on the last day of the month.
1.7. Condition of Leased Premises.
----------------------------
Landlord shall make all commercially reasonable efforts to
complete
the Center within eighteen (18) months from the date that
adequate public
sewage capacity is available for the Center. Tenant shall take
and use the
Leased Premises on an "as is" basis, provided that Landlord
shall warrant
that the Leased Premises shall be delivered to Tenant in
substantial
compliance with all building and other applicable municipal
codes or laws,
which warranty shall remain in effect for a period of one (1)
year after
the Rent Commencement Date.
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1.8. Tenant's Work.
-------------
Other than Landlord's Work, Tenant shall make all other
necessary
improvements to the Leased Premises to operate Tenant's
business,
including, but not limited to, the construction of a building on
the Leased
Premises and the installation of sewer, water and any other
utilities not
provided by Landlord as part of Landlord's Work ("Tenant's
Work"). Tenant's
Work shall be subject at all times to Landlord's approval and
all of the
terms and conditions contained in Exhibit "E" attached to, and
incorporated
into, this Lease, and any limitations expressed in the notes
listed on
Exhibit "B."
1.9. Center Provisions.
-----------------
No rights or remedies shall accrue to Tenant arising out of
the
failure of Landlord to construct or lease any other parts of the
Center or
from any changes in occupancy by tenants in the Center. It is
understood
that said Exhibit "A" sets forth the general layout of the
Center but shall
not be deemed as a warranty, representation or agreement on the
part of
Landlord that the Center layout will be exactly as depicted on
said
Exhibit, and Landlord specifically reserves the right from time
to time and
without the consent of Tenant: (i) to change the number, size,
height
(including additional stories) or locations of the buildings or
common
areas in the Center as Landlord may deem proper; (ii) to change
or modify
any means of ingress or egress; (iii) construct building(s)
and/or kiosk(s)
on or in the common area; or (iv) to add additional land or
buildings or
both to the Center.
1.10. Option To Renew.
---------------
Provided Tenant is not in default of any material term,
condition or
covenant contained in this Lease beyond any applicable cure
period, Tenant
shall have the option of renewing this Lease for the Renewal
Term or
Renewal Terms on the same terms and conditions as provided
herein. An
option for a successive Renewal Term shall only be capable of
exercise in
the event that the option for the preceding Renewal Term has
been validly
exercised.
Notice of the exercise of such Option to Renew shall be given
by
Tenant to Landlord in writing no later than one hundred eighty
(180) days
prior to expiration of the Original Term or the previous Renewal
Term.
ARTICLE II : RENT
2.1. Minimum Rent.
------------
Minimum Rent hereunder shall be as set forth in Section 1.00(h)
and
shall be payable in monthly installments in advance, without set
off, on
the first day of each and every month throughout the Lease Term
from the
Rent Commencement Date at the office of Landlord or at such
other place
designated by Landlord, without any prior demand. Minimum Rent
for any
fractional month shall be prorated and payable in advance. For
purposes of
this Lease, the Gross Leasable Area of the Leased Premises shall
be deemed
to be that set forth in Section 1.00(e).
5
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2.2. Percentage Rent. (Intentionally Omitted)
---------------
2.3. Gross Receipts Defined. (Intentionally Omitted)
----------------------
2.4. Tenant's Records. (Intentionally Omitted)
----------------
2.5. Audit. (Intentionally Omitted)
-----
2.6. Taxes and Insurance.
-------------------
Tenant shall pay to Landlord as Additional Rent (i) its
proportionate
share of real estate taxes, special taxes and assessments and
all insurance
for the Center (excluding any tenants separately taxed or
charged for
insurance) and (ii) any separate or special assessment related
to the
Building. If the ground that constitutes the Leased Premises
shall be
assessed as a separate parcel for real estate tax purposes,
then,
notwithstanding the obligations described in subsection (i),
above, Tenant
shall (in lieu of the obligation to pay a proportionate share of
real
estate taxes applicable to the Center) pay 100% of any taxes on
the Leased
Premises directly to the local taxing jurisdiction on or before
the last
day before any penalties or interest for late payment may be
assessed or
charged. Insurance shall include all risk coverage, fire
insurance for the
full replacement value of the improvements, extended coverage
and all other
perils coverage, loss of rents coverage, plus all endorsements
and other
coverages required as the result of the operation of the Center
by Landlord
and all Tenants. Landlord shall notify Tenant of the amount of
such
charges, including with such notification copies of tax and
insurance
bills, and Tenant shall pay Landlord such amounts within fifteen
(15) days
from the date of notice to it by Landlord. Tenant's
proportionate share is
the fraction, the numerator of which is the Gross Leasable Area
in the
Leased Premises and the denominator of which is the total Gross
Leasable
Area of the Center (excluding any tenants separately taxed or
charged for
insurance), provided that if the taxes for the Center are
increased
materially because of assessment of Tenant's improvements at a
higher rate
than other tenants in the Center, Tenant agrees to pay any such
excess
taxes and provided further that Tenant shall be responsible for
all
additional fire insurance premiums as set forth in Section 8.03.
Landlord,
at Landlord's option, may bill Tenant on a monthly basis based
on
one-twelfth (1/12) of the estimated annual amount for taxes and
insurance
as estimated by Landlord, and Tenant shall pay said cost for tax
and
insurance with monthly Minimum Rent on the first day of each
month in
advance. The initial estimate shall be as set forth in Section
1.00(o). In
the event that Tenant's payments in such year exceed Tenant's
proportionate
share of the actual tax and insurance costs, Tenant shall be
credited the
amount of the overpayment. If Tenant's proportionate share of
the actual
tax and insurance costs exceeds the payments made in such year
by Tenant,
Tenant shall pay the difference to Landlord within thirty (30)
days of
receiving a detailed statement therefor from Landlord or Tenant
shall be in
default of the Lease. In the event Tenant does not make said
payment
monthly, Tenant shall be in default of this Lease. Additionally,
with
respect to taxes:
(a) Right to Contest Assessments. Landlord may contest any and
all
-----------------------------
such real estate taxes. If the result of any such contest shall
be a
reduction in the amount of the real estate taxes so contested,
that portion
of any refund, reduction, credit or recovery from the taxing
authorities
with respect to such real estate taxes which is in the same
proportion of
the total refund or recovery as Tenant's share of taxes, shall
belong to
6
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Tenant, and the balance shall belong to Landlord. The reasonable
cost of
any such contest shall be paid as Additional Rent in the same
proportionate
share as the real estate taxes are paid.
(b) Real Estate Tax. Real estate tax means: (i) any fee, license
fee,
---------------
license tax, business license fee, commercial rental tax, levy,
charge,
assessment, penalty or tax imposed by any taxing or judicial
authority
against the Center or land upon which the Center is located;
(ii) any tax
or charge for fire protection, streets, sidewalks, road
maintenance, refuse
or other services provided to the Center by any governmental
agency; (iv)
any tax imposed upon this transaction, or based upon a
re-assessment of the
Center due to a change in ownership or transfer of all or part
of
Landlord's interest in the Center; and (v) any charge or fee
replacing any
tax previously included within the definition of real property
tax.
2.7. Interest on Delinquent Rent.
---------------------------
All delinquent Minimum Rent and Additional Rent and all other
charges
due under this Lease shall accrue interest at a rate equal to
the maximum
amount permitted by law, irrespective of and in addition to any
Late Fees
charged pursuant to Article 2.08 of this Lease, from the due
date of such
payment and shall constitute other rent payable by Tenant under
this Lease
and shall be paid by Tenant to Landlord upon demand. Payment
shall not be
deemed received if Tenant's payment is not actually collected
(such as
charges for returned checks).
2.8. Late Fee.
--------
In the event that any monthly payment of rent provided for in
this
Lease is received by Landlord on or after the tenth (10th) day
of the
month, or any other charge provided for in this Lease shall
become overdue
for a period in excess of ten (10) days, Tenant shall pay to
Landlord a
late charge of five ($.05) cents for each dollar ($1.00)
overdue, each
month that it remains overdue, to cover the extra expense
involved in
handling delinquent payments.
2.9. Returned Checks.
---------------
In the event Landlord receives a check from Tenant written
on
insufficient funds, Landlord may charge Tenant a $50.00 fee to
reimburse
Landlord for its costs and expenses. In the event Tenant has two
(2) checks
returned by the bank, for any reasons whatsoever, Landlord has
the right to
require all future payments from Tenant to be paid in either
certified
funds, a bank check or money order.
7
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ARTICLE III : CONDITION OF LEASED PREMISES
3.1. Landlord's Obligations. [Intentionally Omitted. See section
1.06].
----------------------
3.2. Landlord's Work.
---------------
The obligation to perform the Landlord's Work described in
Section
1.02 shall constitute Landlord's sole obligation to prepare the
Leased
Premises for occupancy by the Tenant, unless otherwise agreed by
the
Landlord in writing.
ARTICLE IV : CONDUCT OF BUSINESS
4.1. Use of Leased Premises.
----------------------
Tenant shall use the Leased Premises solely for the purpose set
forth
in Section 1.00(j).
4.2. Operation of Business.
---------------------
Tenant shall use its best efforts to open for business in
accordance
with Section 4.1 within four (4) months after the Lease
Commencement Date.
Tenant shall operate the Leased Premises in good faith during
the Term
hereof and be open for business to the general public at least
six days for
a minimum of 40 hours per week. Tenant agrees not to operate
another
location that is open for business to the general public for the
same use
as described in 1.00(j) within a two (2) mile radius of the
Center during
the Term of this Lease (excluding any In-Store branch operation,
which will
be allowed under this restriction)
ARTICLE V : COMMON AREAS
5.1. Control of Common Areas by Landlord.
-----------------------------------
The Common Areas as defined in this Lease shall at all times
be
subject to the exclusive control and management of Landlord, and
Landlord
shall have the right from time to time to establish, revoke,
modify and
enforce reasonable rules and regulations with respect to all or
any part of
said facilities. Landlord shall also have the right to close all
or any
portion of said areas or facilities to such extent as may, in
the opinion
of Landlord's counsel, be legally sufficient to prevent a
dedication
thereof or the accrual of any rights to any person or the public
therein;
and to do and perform such other acts in and to said areas
and
improvements, and/or revise and develop the same, as Landlord
shall
determine to be advisable, with a view to the improvement of
the
convenience and use thereof by the tenants of the Center and
their
customers, provided proper access to the Leased Premises is
maintained.
Notwithstanding the foregoing, Landlord will in all cases
maintain access
to Route 1 and Bayard Road for ingress and egress from all
Common Areas.
Additionally, Landlord shall create and maintain a Site and
Directory Sign
(Appendix II) and Tenants identity shall appear at the top of
the sign and
occupy 1/6th (.167%) of the Signs capacity. Concurrently with
the date of
this Lease, Landlord and the owner ("Adjacent Owner") of the lot
on which
is located the Access Easement shown on Exhibit "A" (the "Access
Easement)
8
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shall execute and record in the Recorder of Deeds Office of
Chester County
an access easement (reasonably acceptable to Tenant) granting
non-exclusive
perpetual vehicular access to and from the Leased Premises and
Bayard Road.
5.2. Common Area Maintenance Contribution.
------------------------------------
During each calendar year or any portion thereof during the
lease
term, Tenant will pay to Landlord as Additional Rent, subject to
the
limitations hereinafter set forth, a proportion of the common
area
maintenance costs hereinafter defined based upon the ratio that
the square
feet of Gross Leasable Area in Leased Premises leased to Tenant
herein
bears to the total square feet of all of the Gross Leasable Area
leased and
available for lease to all tenants in the Center, excluding for
any item of
costs the square footage of Gross Leasable Area allocated to any
tenant
responsible for directly paying such costs; provided, however,
if any item
of common area maintenance cost for the Center is increased
materially
because of Tenant's use, Tenant shall additionally pay for such
excess
cost. Tenant's share of such costs shall be estimated by
Landlord on an
annual basis for each calendar twelve (12) month period ending
on December
31, prorating fractional years. The initial estimate shall be as
set forth
in Section 1(o). Tenant shall pay such estimated charge in
monthly
installments on the first day of each month in advance, and
shall pay any
excess charge within thirty (30) days of receiving a detailed
statement
therefor from Landlord or Tenant shall be in default of the
Lease. In the
event that Tenant's payments in such year exceed Tenant's
proportionate
share of the actual common area maintenance costs, Tenant will
be credited
the amount of the overpayment. Notwithstanding the foregoing,
Tenants share
of Common Area Charges shall not include any brokers commission
for
releasing.
5.3. Definitions.
-----------
For the purpose of this paragraph, "Common Area Maintenance
Costs"
means the total costs and expense incurred in operating,
managing,
maintaining, repairing, relocating, modifying, renovating and
replacing the
Common Areas hereinafter defined, including without limitation
the costs of
maintaining flags, banners, retaining walls, fences, bird
houses, bridges,
equipment and fees for the operation of loud speakers and other
equipment
supplying music to Common Areas, detention ponds, fire sprinkler
system,
utility lines and resurfacing or patching the parking areas and
labor
associated with line painting, sidewalks and curbs, security and
traffic
control, security alarm systems, exterior building painting and
repairs,
public liability and umbrella insurance, gardening, watering
and
landscaping, lighting, maintenance of sanitary control, all
costs for
utilities to Common Areas, removal of snow (including removal of
snow from
roof and canopy), ice, drainage, rubbish, and other refuse,
costs to remedy
or comply with governmental and/or hazardous or environmental
and hazardous
waste matters, or repair or installation of equipment for
energy-saving or
safety purposes, reserves for future maintenance and repair work
(which
Tenant hereby authorizes Landlord to use as necessary), any
costs
associated with any merchants' association for the Center,
Christmas and
seasonal decorations, depreciation on equipment and machinery
used in
maintenance, cost of personnel required to provide such
services, including
all wages, workmen's compensation insurance, employee
benefits,
unemployment insurance, social security insurance, medical
insurance and
all other taxes and costs of maintaining such employees, and
such other
9
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items of cost and expense which are relatable to proper
maintenance of the
Common Areas, plus seven and one half percent (7.5%) of all of
the
foregoing costs to cover the administrative cost relative to the
Common
Areas.
"Common Areas" means all areas, space, equipment, and special
services
provided by Landlord for common or joint use and benefit of the
occupants
of the Center, their employees, agents, servants, customers and
invitees,
including without limitation parking areas, access roads,
driveways,
retaining walls, fences, bird houses, bridges, landscaped and
vacant areas,
detention ponds, loading facilities, pedestrian malls, walkways,
ramps,
wash rooms, fountains, shelters, signs, security, lighting
fixtures and
equipment, cost of utility service, and the areas appurtenant to
each of
the aforesaid, the Limited Common Area and any other areas
maintained for
the benefit of the Center. Landlord shall have the right to
modify the
Common Areas from time to time as deemed reasonable by
Landlord.
ARTICLE VI : ALTERATIONS, LIENS AND SIGNS
6.1. Alterations.
-----------
The requirements of this Section 6.1 shall apply to Tenant's
Work as
described in Section 1.7 and any alterations thereafter. Tenant
shall not
make or cause to be made any alterations, including additions
and
improvements, to the Leased Premises or to any exterior signs,
shades or
awnings that are inconsistent with the style and features
intended by
Landlord to be employed within the Center. Any alterations shall
be subject
to Landlord's written approval and made at Tenant's sole
expense. Any roof
penetrations necessitated by Tenant's use of Leased Premises
shall be
performed by Landlord's contractor at Tenant's expense only upon
receipt of
Landlord's written approval. Tenant shall provide its own trash
containers
for construction debris; use service entrances to the Leased
Premises, if
any; conduct no core drillings during business hours; and
disrupt other
tenants as little as possible. Tenant shall secure any and all
governmental
permits, approvals or authorizations required in connection with
any such
work and shall hold Landlord harmless from any and all
liability, costs,
damages, expenses (including attorney's fees) and liens
resulting
therefrom. All alterations (expressly including all light
fixtures and
floor coverings, heating, ventilating, air conditioning,
plumbing,
lighting, and electrical systems, except: trade fixtures, trade
appliances
and trade equipment that do not become a part of the Leased
Premises),
shall immediately become the property of Landlord. Tenant shall
utilize
only licensed contractors or subcontractors.
6.2. Tenant Shall Discharge All Liens.
--------------------------------
Tenant shall promptly pay its contractors and materialmen for
all work
done and performed by Tenant, so as to prevent the assertion or
imposition
of liens upon or against the Leased Premises, and shall, upon
request
provide Landlord with lien waivers, and should any such lien be
asserted or
filed, Tenant shall bond against or discharge the same within
sixty (60)
days after written request by Landlord. In the event Tenant
fails to remove
or bond said lien within said sixty (60) days, Landlord may, at
its sole
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<PAGE>
option, elect to satisfy and remove the lien by paying the full
amount
claimed or otherwise, without investigating the validity
thereof, and
Tenant shall pay Landlord upon demand the amount paid out by
Landlord in
Tenant's behalf, including Landlord's costs and expenses with
interest or
Tenant shall be in default hereunder. Landlord's election to
discharge
liens as provided hereunder shall not be construed to be a
waiver or cure
of Tenant's default hereunder.
6.3. Signs, Awnings and Canopies.
---------------------------
Tenant will not, without Landlord's prior written consent, place
or
suffer to be placed or maintained upon the roof or on any
exterior door,
wall, window or sidewalk of the Leased Premises, any sign,
awning or
canopy, or advertising matter or other thing of any kind,
including
satellite dishes or other communications systems, and will not
without such
consent place or maintain any decoration, lettering or
advertising matter
on the glass of any window or door of the Leased Premises. All
exterior
signs shall be approved in advance by Landlord, which approval
shall not be
unreasonably withheld, delayed, or conditioned as long as such
signage
complies with all applicable zoning and municipal regulations
applicable to
such signage, and is consistent with Tenant's original designs
(completed
as part of Tenant's work hereunder), or the type of signs
otherwise
approved by Landlord within the Center. All signs, awnings,
canopies,
decorations, lettering, advertising matter or other thing so
installed by
Tenant shall be professionally made and tasteful in design and
shall at all
times be maintained by Tenant, at its expense, in good condition
and
repair.
ARTICLE VII : MAINTENANCE OF LEASED PREMISES, SURRENDER AND
RULES
7.1. Maintenance, Repair, and Replacement by Tenant.
----------------------------------------------
Tenant shall, at its expense, at all times repair, maintain,
and
replace (a) the roof, exterior walls, and foundations of the
building
constructed by Tenant on the Leased Premises (the "Building"),
the interior
of the Building, together with exterior entrances, all glass and
all window
moldings, (b) all fixtures, partitions, ceilings, floor
coverings and
utility lines in the Leased Premises, and all plumbing and
sewage
facilities within the Leased Premises including free flow up to
utility
owned sewer lines, and (c) all doors, door openers, equipment,
machinery,
appliances, signs and appurtenances thereof (including lighting,
heating,
air conditioning, and plumbing equipment and fixtures), in
conformity with
governmental regulations and all rules and regulations of the
Board of Fire
Underwriters, in good order, condition, maintenance and repair.
If any item
which Tenant is obligated to repair cannot be fully repaired and
more than
two (2) years are left in the Term, Tenant shall promptly
replace such
item. Tenant shall be responsible for any structural, interior
and exterior
alterations and/or repairs to the Leased Premises required by
any
governmental entity or insurance carrier because of Tenant's
specific use
of the Leased Premises or arising from damage caused by Tenant,
its
employees, servants or agents. If Tenant be required to make
any
alterations or improvements to the Leased Premises, Tenant shall
proceed
with same at its own cost. Tenant may contract with, at its sole
cost, a
reputable service company to perform routine seasonal
preventive
maintenance on the HVAC system. Tenant shall provide evidence of
any such
contract to Landlord within thirty (30) days of its effective
and shall
also deliver copies of all renewal contracts to Landlord as they
occur. If
Tenant refuses or neglects to commence or complete repairs,
maintenance,
preventive maintenance contract or replacements promptly and
adequately,
Landlord may make or complete said repairs, maintenance or
replacements and
Tenant shall pay the cost thereof to Landlord upon demand.
11
<PAGE>
7.2. Maintenance by Landlord. [Intentionally omitted].
-----------------------
7.3. Surrender of Leased Premises.
----------------------------
At the expiration of the tenancy hereby created, Tenant
shall
peaceably surrender the Leased Premises, including all
alterations,
additions, improvements and repairs made thereto; all interior
partition
walls; any power wiring or power panels; lighting or lighting
fixtures;
wall coverings; drapes, blinds or other window coverings;
carpets or other
floor coverings; or other similar building operating equipment.
The Leased
Premises shall be left broom clean and in good condition and
repair,
reasonable wear and tear excepted. Tenant shall remove all its
property not
required to be surrendered to Landlord before surrendering the
Leased
Premises (including trade fixtures, trade equipment, signs,
decorations and
trade personal property) as aforesaid and shall repair any
damage to the
Leased Premises caused thereby. Any personal property remaining
in the
Leased Premises at the expiration of the lease period shall be
deemed
abandoned by Tenant, and Landlord may claim the same and shall
in no
circumstances have any liability to Tenant therefor. The cost of
removing
such items which are abandoned by Tenant shall be charged to
Tenant. Upon
termination, Tenant shall also surrender all keys for the Leased
Premises
to Landlord and, if applicable, inform Landlord of any
combinations of
locks or safes in the Leased Premises. All utilities are to be
transferred
into Landlord's name, effective the date of Surrender. In no
event shall
the utility service ever be turned off. If services are
terminated, Tenant
shall be solely responsible for any resulting damage to the
Premises. If
the Leased Premises are not surrendered at the end of the term
as
hereinabove set out, Tenant shall indemnify Landlord against
loss or
liability resulting from delay by Tenant in so surrendering the
Leased
Premises, including without limitation claims made by the
succeeding tenant
founded on such delay. Tenant's obligation to observe or perform
this
covenant shall survive the expiration or other termination of
the Lease
Term.
7.4. Rules and Regulations.
---------------------
Tenant agrees as follows:
(a) The delivery or shipping of goods, merchandise, supplies
and
fixtures to and from the Leased Premises shall be subject to
such rules and
regulations as in the judgment of Landlord are necessary for the
proper
operation of the Center.
(b) No loud speakers, televisions, phonographs, radios or
other
devices shall be used in a manner so as to be heard or seen
outside the
Leased Premises without the prior written consent of
Landlord.
(c) Tenant shall not place or permit any obstructions, signage
or
merchandise in the outside areas immediately adjoining the
Leased Premises
or other Common Areas and shall not use such areas for business
purposes
other than for ingress and egress. So called "Sidewalk Sales"
are
prohibited. Any unauthorized use of the sidewalk shall result in
a Two
Hundred Fifty ($250.00) Dollar per day penalty to Tenant for
each
infraction, in addition to any and all other rights afforded the
Landlord
pursuant to this Lease.
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<PAGE>
(d) Tenant and Tenant's employees shall park their cars only in
those
portions of the parking area designated for that purpose by
Landlord.
Tenant and Tenant's employee's cars not parked in the designated
areas may
be towed, at the owner's expense and/or Tenant shall be charged
$50.00 per
day for each and every day of the infraction.
(e) Tenant shall have full responsibility for protecting the
Leased
Premises and the property located therein from theft and
robbery.
(f) Tenant shall not permit on the Leased Premises any act or
practice
which is unlawful, immoral, or which might injure the reputation
of the
Center.
(g) Tenant and Tenant's employees and agents shall not
solicit
business in the parking or other Common Areas, nor shall Tenant
distribute
or place handbills or other advertising matter in or on
automobiles parked
in the parking areas or in other Common Areas.
(h) Tenant shall not conduct any auction, fire, bankruptcy sales
or
close out sales in the Leased Premises.
(i) Tenant shall keep the Leased Premises free and clear of
rodents,
bugs and vermin, and Tenant shall use, at its cost and at such
intervals as
Landlord shall reasonably require, a reputable pest
extermination
contractor to provide extermination services in the Leased
Premises.
(j) Tenant shall keep the Leased Premises and adjacent Common
Areas
orderly, neat, clean and free from rubbish and trash at all
times and to
permit no refuse to accumulate around the exterior of the Leased
Premises.
Tenant shall not burn any trash, rubbish or garbage in or about
the Leased
Premises. Trash shall be stored in a sanitary and inoffensive
manner inside
the Leased Premises or in screened areas approved by Landlord,
and Tenant
shall cause the same to be removed at reasonable intervals
unless Landlord
initiates a Center-wide trash removal and recycling program
(which may or
may not include any or all of the anchor tenants) in which case
Tenant
shall participate fully and such cost shall be billed as part of
the Common
Area maintenance as described in Article V.
(k) The Leased Premises shall be open for business at
Tenant's
discretion, provided that Tenant meets the minimum standards
described in
Section 4.02. Tenant shall not be required to be open for
business on legal
holidays or Sundays.
(l) To use or permit the use of the Common Areas by others to
whom
Landlord may grant or may have granted such rights in such
manner as
Landlord may from time to time designate, including but not
limited to
truck and trailer sales and special promotional events.
(m) Tenant shall not use, nor permit any part of the Premises to
be
used, for any residential purposes whatsoever, for any period of
time, no
matter how brief.
13
<PAGE>
Landlord reserves the right from time to time to amend or
supplement
the foregoing rules and regulations and to adopt and promulgate
reasonable
additional rules and regulations applicable to the Leased
Premises. Notice
of such rules and regulations and amendments and supplements
thereto, if
any, shall be given to Tenant in writing. Tenant agrees to
comply with all
such rules and regulations, and Tenant shall be responsible for
the
observance of these rules and regulations by Tenant's employees,
agents and
invitees. The foregoing rules are solely for the benefit of
Landlord, and
Landlord shall have no obligation to enforce such rules for the
benefit of
Tenant. Landlord, at its option, may waive certain rules with
respect to
individual tenants. If Tenant violates any rule, Landlord may
notify Tenant
that Tenant is in Default.
ARTICLE VIII : INSURANCE AND INDEMNITY
8.1. Casualty Insurance.
------------------
Tenant shall at all times keep and maintain in force and effect
its
own insurance coverage, protecting it from loss, damage or
injury by
whatever means, with respect to all furniture, fixtures,
machinery,
equipment, stock in trade, and all other items kept, used, or
maintained by
Tenant in, on, or about the Leased Premises.
8.2. Waiver of Subrogation.
---------------------
Each of the parties hereto does hereby release the other party
hereto
from all liability for damage due to any act or neglect of the
other party
(except as hereinafter provided) occasioned to property owned by
said
parties which is or might be incident to or the result of a fire
or any
other casualty against loss from which either of the parties is
now
carrying or hereafter may carry insurance; provided, however,
that the
releases herein contained shall not apply to any loss or damage
occasioned
by the willful acts of either of the parties hereto. The parties
further
covenant that any insurance obtained on their respective
properties shall
contain an appropriate provision whereby the insurance company
or companies
consent(s) to the mutual release of liability contained in this
paragraph.
8.3. Increase in Fire Insurance Premiums.
-----------------------------------
Tenant agrees not to keep, use, sell or offer for sale, in or
upon the
Leased Premises, any articles or goods which may be prohibited
by the
standard form of fire insurance policy. Tenant agrees to pay
upon demand
any increase in premium for fire and extended coverage insurance
and all
other perils that may be charged during the term of this Lease
on the
amount of such insurance which may be carried by Landlord on
said premises,
or the building of which the same are a part, resulting from the
use of the
Leased Premises by Tenant, whether or not Landlord has consented
to such
use.
8.4. Liability Insurance.
-------------------
Upon taking possession of Leased Premises, Tenant shall, during
the
entire term hereof, keep in full force and effect a policy of
public
liability and property damage insurance with respect to the
Leased Premises
and the business operated by Tenant and permitted subtenants of
Tenant in
the Leased Premises in which the limits of coverage shall not be
less than
$1,000,000 per occurrence for bodily and/or personal injuries,
and in which
the coverage for property damage liability shall not be less
than
$1,000,000 or a combined single limited of $1,000,000 with
limits to be
increased as reasonably requested by Landlord from time to
time.
14
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8.5. Indemnification of Landlord.
---------------------------
Tenant will protect, indemnify, defend and save harmless
Landlord, its
agents and servants, to the extent permitted by law, from and
against any
and all claims, actions, damages, suits, judgments, decrees,
orders,
liability and expense (including costs and attorney fees) in
connection
with loss of life, bodily injury, personal injury and/or damage
to property
of whatever kind or character, howsoever caused, arising from or
out of any
occurrence in, upon or about the Leased Premises, or in the
occupancy or
use by Tenant of the Leased Premises or any part thereof, or
occasioned
wholly or in part by any act or omission of Tenant, its
agents,
contractors, employees, servants, sublessees or
concessionaires,
notwithstanding any possible negligence (whether sole,
concurrent or
otherwise) on the part of Landlord, its agents, contractors,
employees or
servants.
8.6. Plate Glass Insurance.
---------------------
Tenant shall keep and maintain in force during the term hereof,
plate
glass insurance upon windows and doors in the Leased
Premises.
8.7. Liquor Liability Insurance.
--------------------------
In the event that at any time during the term of this Lease or
any
extension or renewal thereof, beer, wines or other alcoholic
liquors or
beverages are sold or given away upon or from the Leased
Premises (it being
understood and agreed, however, that the foregoing provision
shall not
authorize the use of the Leased Premises for such purposes
without the
express consent of Landlord being set forth otherwise in this
Lease),
Tenant shall, at its sole expense, obtain, maintain and keep in
force,
adequate liquor liability insurance protecting Tenant and
Landlord in
connection therewith within policy limits acceptable to
Landlord. In the
event Tenant shall fail to procure such insurance where
applicable,
Landlord may procure the same at Tenant's expense. In the event
such
insurance is not carried, sales of the foregoing products shall
be
suspended until such coverage is in force.
8.8. Insurance Policy.
----------------
The insurance required in this Article VIII shall be in form
approved
by Landlord. The policy shall name Tenant and Landlord as
additional
insured and shall c
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