<PAGE>
EXHIBIT 10.33
This Lease Agreement made this 19th day of January, 2006 between
Mercer
Management & Development, Inc., on behalf of Vernon Holdings
101837 LLC d/b/a
Cream Ridge Mews, hereinafter referred to as "Landlord" and
Yardville National
Bank, 2465 Kuser Road Hamilton, NJ 08690, hereinafter referred to
as "Tenant."
DEMISED PREMISES
1) The Landlord does hereby lease to the Tenant and the Tenant does
hereby rent
from the Landlord the following premises:
The
Demised Premises shall consist of Suite # 3 located in the
building
commonly
known as Cream Ridge Mews in Plumsted, New Jersey (the
"Building"), which suite contains approximately 1,900 square feet,
outside
dimensions
for both to center line of common wall, together with all
improvements which have been constructed, thereon by the Landlord
and/or
Tenant for
the use of the Tenant, and all easements, improvements,
tenements,
appurtenances, hereditaments, fixtures and rights and
privileges
appurtenances thereto, and any and all fixtures and equipment
which are
installed in the building by the Landlord for the use of the
Tenant in
its occupancy of the Demised Premises.
"Tenant's
Proportionate Share" for all lease purposes is hereby deemed to
be 14.87%
based on the square footage of floors one and two of the
building,
which equals 12,775 square feet.
PARKING
1A) The Tenant shall have the right to use the parking spaces
serving the
Building on a non-exclusive basis, in common with Landlord and the
other Tenants
thereof, and to use the access driveways for its business purposes
and for those
of its agents, servants, employees or invitees. The Landlord and
Tenant mutually
agree that they will not block, hinder or otherwise obstruct the
access
driveways and parking areas to impede the free flow of vehicular
traffic to and
from the Building.
PERMITTED USE
2) The Demised Premises are to be used and continuously occupied
for a retail
bank branch and for no other purpose. Tenant agrees that such use
will be in
compliance with all applicable laws, ordinances, requirements and
regulation of
any governmental authority having jurisdiction. Tenant will not
change the
aforementioned use without the prior written consent of Landlord,
which consent
may be withheld in its reasonable discretion.
LEASE TERM
3) The Lease Term is for one (1) year. The Lease Term shall
commence on December
1, 2005 (the "Commencement Date"). The Lease Term shall end one (1)
year after
the Commencement Date, and will become a month-to-month tenancy
thereafter until
the pad site located on the same property is constructed and the
Tenant
relocates into that premises. In the event that either party elects
not to
pursue the tenancy of the pad site, then the parties shall
renegotiate the term
of this lease and if a term cannot be agreed
<PAGE>
upon, then this lease shall be terminable by either party by giving
written
notice at least sixty (60) days prior to the termination date.
ANNUAL BASIC RENT
4) The Tenant shall pay Annual Basic Rent which means for Year 1
the sum of
$22.00 per square foot multiplied by number of square feet in the
floor area of
the premises, which shall be subject to the proration as provided
in this
agreement.
The rent
for each year of this lease after the first year, if
applicable,
will be as follows:
<TABLE>
<CAPTION>
MONTHLY
YEAR
SQ. FT. RATE SQ.
FT.
RENT
----
------------
------- ---------
<S>
<C>
<C>
<C>
1
$ 22.00
$ 1,900 $3,483.33
2
$ 22.66
$3,587.83
3
$ 23.34
$3,695.47
4
$ 24.04
$3,806.33
5
$ 24.76
$3,920.52
</TABLE>
The
amounts set forth herein are for Basic Rent only, and are exclusive
of
Additional Rent amounts, (as defined below), as well as any
deposits, fees, late
charges or other costs which may be payable pursuant to this
Lease.
ADDITIONAL RENT
5) Additional Rent assessed herein shall be based on the Tenant's
Proportional
Share, as follows:
<TABLE>
<S>
<C>
"Tenant's Building Common Area Operating Expense Proportionate
Share" shall be
14.87%
"Tenant's Real Estate Tax Proportionate Share" shall be
14.87%
"Tenant's Insurance Proportionate Share" shall be
14.87%
"Tenant's Building Utilities Proportionate Share" shall be
14.87%
</TABLE>
Except
concerning Building Utilities, Tenant shall pay to Landlord as
and
for Additional Rent according to the aforementioned
percentages:
a)
BUILDING COMMON AREA OPERATING EXPENSES. As related to the
Building,
parking areas and grounds adjacent thereto, the "Common Area
Operating Expenses"
shall mean all costs incurred by Landlord for the general
maintenance, lighting,
trash removal, landscape and lawn maintenance, utility charges for
electricity,
gas, water, sewer, and snow and ice removal and plowing.
2
<PAGE>
b) REAL
ESTATE TAXES. All real estate taxes, levied or assessed against
the tax lots and improvements thereon of which the Demised Premises
are a part
if improvements are in use by tenants. In the event that a tax is
imposed
measured by rental payments, occupancy, use or otherwise, in lieu
of taxes on
the real property, then Tenant shall pay its share of such
alternative taxes.
The term "real estate taxes", as used in this Lease means real
estate taxes
levied or assessed against the Building as currently built. "Real
estate taxes"
also include school, sewer and water taxes, rent and charges and
other
governmental impositions.
d)
INSURANCE PREMIUMS. All insurance premiums on the insurance
polices
maintained by Landlord insuring against loss or damage to the
Building and loss
and liability arising in or about the Building.
e)
UTILITIES Utilities, including electricity, gas, heat, water
and
sewage, will be charged to the Tenant based on the greater of
Tenant's Building
Utilities Proportionate Share of 14.87 % or actual use. Tenant
shall pay this
amount monthly with its Basic rent; this amount is deemed
Additional rent (See
Schedule A attached). Landlord, at its option, may require Tenant
to make
utility payments directly to the supplier.
Landlord
makes no representation with respect to utilities or services,
including availability or adequacy of same, and shall not be liable
in the event
of any failure or interruption of any utility or service. Any and
such event
shall not constitute a termination of this Lease, an actual or
constructive
eviction of Tenant, or entitle Tenant to any abatement of Rent.
Notwithstanding
the above, if any utilities are interrupted for a period of 180
days or more,
due to no fault of the Tenant, then the Tenant shall have the right
to terminate
the lease.
f)
SCHEDULE OF ESTIMATED EXPENSES. See Schedule A attached to this
Lease
as an estimate of Year 1 Expenses.
PAYMENT OF ADDITIONAL RENT
6) All items of Additional Rent described above in paragraph 5)
shall be due and
payable after Landlord's giving notice to the Tenant of the amount
due as
Additional Rent. At the Commencement Date, and once per year
thereafter, the
Landlord, at its option, may reasonably estimate the amount of all
items of
Additional Rent due from the Tenant and require that of one-twelfth
(1/12) be
paid with each installment of the Basic Rent. This Additional Rent
amount will
be considered due and payable at the same time as each installment
of the Basic
Rent. Once per year, if the Landlord determines that the amount of
the
Additional Rent collected is insufficient to satisfy the items in
a), b), c),
and d) of paragraph 5), then Tenant shall pay, at the next payment
date, such
amounts as shall be necessary to satisfy Tenant's proportionate
shares as listed
in 5). Landlord may adjust the amount of the estimated items from
time to time.
In the event that the items of Additional Rent, as estimated and
collected by
Landlord, exceed the actual expenses of a), b), c) and d) described
in paragraph
5), then the excess will be credited against the next payments of
Additional
Rents due. There will be no cash refund of payments to the Tenant
for any credit
balances until the Tenant vacates the Premises.
TENANT'S INSPECTION RIGHTS
3
<PAGE>
7) Landlord shall make its books and records in connection with the
above
described Building and Office Common Area Operating Expenses, Real
Estate Taxes,
and Insurance Premiums available to Tenant or Tenant's
representative for
inspection at reasonable times and on reasonable notice at
Landlord's office for
the purpose of verifying the accuracy of charges for items of
Additional Rent.
The Landlord has the right to charge Additional Rent within one
year of when
costs were incurred. The Tenant's right to inspect Landlord's books
and records
shall expire one year after the charges or charges in question
shall have been
billed to the Tenant.
SECURITY DEPOSIT
8) Tenant shall not be required to pay a security deposit.
OPTIONS TO EXTEND TERM
9) Intentionally omitted.
LATE PAYMENT CHARGES
10) In the event any payment due hereunder is not received within
ten (10) days
of its due date, the Tenant agrees to pay a late fee of One Hundred
and Fifty
Dollars ($150.00).
ATTORNEY AND COLLECTION FEES
11) Tenant agrees to pay Landlord reasonable attorney fees and all
costs and
expenses incurred to recover possession of the Demised Premises and
to enforce
any provisions of this Lease and recover damages in connection
therewith should
it be necessary that an action be filed to enforce the provisions
of this Lease
only if action is filed.
DEFINITION OF RENT
12) All payment obligations of Tenant under this Lease, other than
Basic Rent,
including, without limitation, Tenant's Portion of Common Area
Operation
Expenses, Real Estate Taxes, Insurance Premiums, late payment
charges, payments
to restore the Security Deposit, are hereby deemed "Additional
Rent" whether or
not designated as such, and shall be due and payable when due. The
word "Rent"
as used in this Lease, means Basic Rent and Additional Rent. Rent
shall be paid
at the office of the Landlord or such other place that the Landlord
may
designate in writing.
OPERATING COVENANT
13) Tenant covenants and agrees to open and operate the Demised
Premises for the
uses described on the front page of this Lease under the trade name
of Yardville
National Bank or YNB during the business hours of the Building and
to keep the
Demised Premises and to operate the Demised Premises in that
manner. Landlord
shall not restrict Tenant's hours or days of operating except that
Tenant shall
be open for business Monday through Friday (except national bank
holidays), with
such alternative hours as may be reasonable to conduct business.
The hours of
operation shall not conflict with any applicable governmental law,
rule,
regulation or order.
4
<PAGE>
Tenant, at
its own cost and expense, shall obtain all licenses, permits
and approvals necessary for it to legally carry on the business
described on the
front page of this Lease and shall provide Landlord with a copy
thereof.
Tenant
shall have the right, at Tenant's election, to terminate this
Lease, without further obligation on either party, if any
governmental authority
having jurisdiction over the Demised Premises shall change the
zoning
classification of the Demised Premises in such a manner that Tenant
is unable to
legally carry on the business described on the front page of this
Lease.
CONDUCT OF BUSINESS
14) Tenant shall conduct its business in accordance with such
reasonable rules
and regulations as the Landlord may adopt. Tenant shall not permit
any nuisance
to exist or continue at the Demised Premises. Tenant further agrees
to comply
with all ground and underlying leases of which it has been given
notice in
writing prior to the execution of this Lease, and with all
governmental laws,
codes, orders and regulations affecting the Demised Premises and
the use
thereof.
ENVIRONMENTAL INDEMNITY
15) Tenant shall indemnify, defend and hold the Landlord harmless
from fines,
claims, losses and expenses (including reasonable legal and
consultant's fees)
of every kind arising out of or in connection with the storage of,
handling of,
or the occurrence of spills or discharges of hazardous substance or
wastes at
the Demised Premises caused by tenant, their agents, servants,
employees and or
invitees. Tenant shall furnish Landlord and the appropriate
governmental
agencies with information required in connection with environmental
laws and if
a cleanup must be prepared and a cleanup undertaken, resulting from
Tenant's use
of the Demised Premises, Tenant shall prepare, submit and implement
same and
shall grant Landlord access to the Demised Premises to supervise
Tenant's
performance of such work. Tenant's liability under this paragraph
shall survive
the expiration of the Lease Term. During the term of this Lease,
Tenant shall
not store, manufacture, dispose of discharge, mine, generate,
refine, treat,
transport or otherwise permit hazardous substances, as defined in
any of the
aforementioned environmental laws, codes, rules, regulations to be
present on or
about the Demised Premises. At the end of the Lease, Tenant will
provide
Landlord with any environmental clearance required by any
jurisdiction of the
Demised Premises. Upon presentation of this environmental clearance
to Landlord,
this paragraph shall become null and void.
Landlord
represents and warrants that it has never generated, stored,
handled, or disposed of any hazardous substances in or about the
Demised
Premises
REMOVAL FROM PREMISES
16) If Tenant fails to comply with the obligations of paragraphs
13, 14 or 15
above, Landlord may seek Tenant's removal from the Demised
Premises. Tenant
shall be liable for all Additional Rent, including costs and
expenses incurred
by the Landlord in accordance with paragraph 11). The aforesaid
provision is
without derogation from Landlord's and Tenant's other rights and
remedies under
this Lease and under Law.
OPERATION OF COMMON AREAS
5
<PAGE>
17) Landlord shall operate and maintain the Common Areas. At the
end or other
expiration of the term of this Lease, Tenant shall deliver up the
Demised
Premises in good order and condition.
REPAIRS & MAINTENANCE
18) Landlord shall make all structural repairs and replacements
required with
respect to the Demised Premises, including the roof of the
Premises, and shall
make all repairs and replacements required with respect to the
systems,
including but not limited to electrical, heating, cooling and
plumbing located
on the interior portions of any wall or otherwise on the exterior
portions of
the Premises, from Commencement Date. Landlord shall be under no
obligation to
effect any repairs or replacements unless and until Landlord has
received notice
from Tenant have the need therefor. Landlord will respond as soon
as possible
when notified of emergency situations. Notwithstanding anything to
the contrary
set forth in this Lease, in the event any repair or replacement to
be undertaken
by Landlord pursuant to this paragraph is required or occasioned by
the
negligence of Tenant, or in the event any damage is caused to the
property of
which the Demised Premises is a part, as a result of the negligence
of the
Tenant, then the Landlord shall have the right to make all repairs
or
replacements as may be required, but at Tenant's sole cost and
expense, which
amount shall be paid to Landlord, as Additional Rent, upon
demand.
Tenant
will maintain the Demised Premises in a clean, orderly and
sanitary
condition free of insects, rodents, vermin, and other pests and at
the end or
other expiration of the term hereof, shall deliver up the rented
premises in
good order condition, wear and tear from reas
