Exhibit 10.10
LEASE AMENDMENT #1
Agreement, made as of the 15th day of December, 1995, by and between
Dominion Properties, L.P., a Pennsylvania Limited Partnership having its
principal place of business at Fifth Floor, Two Bala Plaza Office Building, Bala
Cynwyd, Pennsylvania, C/O Arthur J. Kania, Jr. ("Landlord") and The First
Sterling Bank, a Pennsylvania Corporation doing business in the Commonwealth of
Pennsylvania and having its executive offices at The First Sterling Bank
Building, 80 West Lancaster Avenue, Devon, Pennsylvania ("Tenant").
WITNESSETH
WHEREAS, Landlord and Tenant have entered into a lease of 2,250 square feet
in the building known as The Bryn Mawr Shoppes, 22 North Bryn Mawr Avenue, Bryn
Mawr, Pennsylvania, which lease commenced September 1, 1990 and expires August
31, 2000.
WHEREAS, Landlord and Tenant desire to extend this lease in the respects
hereinafter set forth.
NOW THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency whereof are hereby acknowledged, and
intending to be legally bound hereby, the parties hereto agree as follows:
1. Landlord and Tenant hereby agree to modify the term of the lease to a
ten year term beginning January 1, 1996, and extending until December 31, 2005.
2. Landlord and Tenant hereby agree that Tenant shall have the option to
renew this lease for two five year periods by providing written notice to the
Landlord one year in advance of the then expiring term.
3. Landlord and Tenant agree that all other terms and conditions of this
lease including the payment of rent shall remain in full force and effect with
the increases to base rent during the renewal periods to be calculated upon the
then immediately preceding year.
4. Except as expressly modified by this Agreement, The Lease is hereby
ratified, confirmed, and continued in full force and effect.
5. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, executors, legal representatives,
successors, and assigns.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.
Dominion Properties, L.P. The First Sterling Bank
By: By:
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Attest: Attest:
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LEASE AGREEMENT
THIS LEASE AGREEMENT (herein called "Lease") made this 30th day of August,
1990, between Main Line Realty Partners, 2 Bala Plaza, Suite 525, Bala Cynwyd,
Pa. 19004 ("Landlord"), and First Sterling Bank, a Pennsylvania banking
corporation, having its principal place of business at 80 West Lancaster Ave.,
Devon, Pennsylvania 19333 ("Tenant").
WITNESSETH
ARTICLE I.
DEMISE - PROPERTY - TERM - RENT - USE
Section 1.1. Demise and Premises. The Landlord hereby leases to Tenant and
Tenant does rent and take from the Landlord, for the Term and upon the
covenants, terms and conditions hereinafter set forth, premises containing
approximately 2,250 square feet of first floor space located in a building at 22
North Bryn Mawr Avenue, Bryn Mawr, County of Montgomery and Commonwealth of
Pennsylvania and as outlined on Exhibit A hereto ("Demised Premises").
Section 1.2. Term. The Term of the Lease shall be for a period of Ten (10)
years to commence on September 1, 1990 and to terminate on August 31, 2000,
unless the Term is sooner ended in accordance with the provisions of this Lease.
Section 1.3. Rent. The Tenant shall pay to the Landlord as base rent for
the Ten (10) year term of the Lease the sum of Fifty six thousand, two hundred
fifty dollars ($56,250) per annum, payable in equal monthly installments of Four
Thousand, Six Hundred Eighty Seven and Fifty Cents ($4,687.50). Said monthly
installment shall be paid by the Tenant to the Landlord on the first day of each
and every month during the Term hereof. Rent for any period less than a full
month shall be apportioned.
Section 1.4. Use. The Tenant may operate and conduct in the Demised
Premises, during all its customary banking hours the business and services of a
commercial bank, and all other related banking business and services, including
without limitation safe deposit, investment, security and other incidental
related businesses and services as performed now or hereafter in Tenant's main
office and branches.
ARTICLE II.
TAXES AND LANDLORD'S INSURANCE
Section 2.1. Tenant shall pay as additional rent its proportionate share of
all real estate taxes, assessments, sewer rents, water rents, and other
municipal charges of a similar nature hereafter levied, assessed or imposed upon
the building (the "Building") containing the Demised Premises, during the Term
of this case and any renewals thereof, all of which are hereafter collectively
referred to as "Taxes." Tenant shall also pay as additional rent the premiums
for all customary insurance which are purchased on the Building.
Section 2.2. For the calendar year in which this Lease commences or
terminates, the Tenant's share of any Taxes shall be adjusted in the proportion
which the number of full calendar months during which this Lease is in force and
effect in such year, bears to 12.
ARTICLE III.
ALTERATIONS AND IMPROVEMENT OF DEMISED PREMISES
Section 3.1. Tenant's Alterations and Improvements. The Demised Premises
are presently being used as a banking facility. Tenant, at its option, may
renovate or replace the facade and the existing bank related improvements,
provided, however, all such work by Tenant will be in accordance with the plans
and specifications approved in writing by Landlord, which approval shall not be
withheld or delayed unreasonably.
ARTICLE IV.
Deliberately Omitted
ARTICLE V.
SIGNS - EQUIPMENT
Section 5.1. Deliberately Omitted
Section 5.2. Signs. Tenant shall have the right to erect, maintain and when
necessary, replace signs in the interior of the Demised Premises. Tenant also
shall have the right to erect other exterior signs advertising Tenant's business
on the exterior of the Demised Premises, and at such other locations as the
Landlord and the Tenant may select, such signs to conform to the requirements of
Landlord. All exterior signs shall comply with all laws, ordinances or
regulations of duly constituted authorities. Tenant, at its own cost and
expense, shall first apply for and obtain all necessary permits for exterior
signs as it may desire to erect, and after erection thereof shall be responsible
for their maintenance.
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Section 5.3. Title to Tenant's Equipment - Removal.
(a) Tenant shall have and retain the ownership of and title to all
signs, vaults, vault doors, vault equipment, safes, counters, railings,
partitions, electrical protection system, automated teller machines, night
depositories and other furnishings, fixtures and equipment from time to time
installed in the Demised Premises by or charged to Tenant, whether or not
described herein, all or any part of which Tenant reserves the right, at its
election, to remove at any time during the Term of this Lease, or any extension
thereof, provided, however, that Tenant is not in default hereunder and shall at
its expense fully repair any and all damage to the Demised Premises caused by
any such removal.
(b) Tenant's failure, at the expiration or other termination of this
Lease or any renewal or extension thereof, to remove from the Demised Premises
all or any part of such banking facilities, furnishings and equipment as
aforesaid or other personalty shall not be deemed or construed to constitute a
holdover by Tenant. Any such banking facilities, and equipment or other
personalty not removed by the termination date or expiration date of this Lease
or of any renewal or extension thereof shall be and become the property of the
Landlord and may be removed from the Demised Premises by Landlord when left on
the premises by Tenant.
ARTICLE VI
REPAIRS AND MAINTENANCE
Section 6.1 Tenant's Repairs. Tenant shall be responsible for keeping the
Demised Premises clean and for keeping the sidewalk directly abutting the
Demised Premises free and clear of accumulations of debris, snow and ice; and
Tenant also shall, at its own cost and expense, make interior repairs including
all painting and maintenance to the Demised Premises. Tenant shall replace and
repair glass windows and doors, window frames, moldings, trim, door frames,
closure devices, door hardware and door hinges during the term or any renewal or
extension thereof.
The Tenant shall surrender the Demised Premises in the same good order and
condition in which Tenant agrees to keep the same during the continuance of this
Lease.
ARTICLE VII
DAMAGE TO DEMISED PREMISES
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Section 7.1. Repair of Damage. In case of damage to Demised Premises by
fire or other cause:
(a) If a part only of the Demised Premises shall be damaged but not so
as to render the same wholly untenantable or if the damage is not of such nature
or extent as would render the Demised Premises unfit for the operation of a
branch bank therein, the rent shall not be abated and the Landlord shall
commence, within ninety (90) days after the occurrence of the damage, to repair
the damage and restore the structure of the Demised Premises to a state in which
the floor, ceiling and walls with stubbed off utilities were available ("shell
state") to enable Tenant to make its leasehold improvements, which Tenant shall
commence making as soon as possible.
(b) If the damage to the Demised Premises shall be so extensive as to
render the same wholly untenantable, or is of such nature or extent as renders
the Demised Premises unfit for the operation of a branch bank therein, or if the
balance of the Building containing the Demised Premises be substantially
damaged, rent shall be completely abated from the date of the damage until the
structure of the Demised Premises is restored to a shell state; provided,
however, that either one of the parties hereto may terminate this Lease by
notice to the other within thirty (30) days of the fire or other damage, and on
the date specified in such notice (which date shall in no event shall be less
than thirty (30) days after the date on which such notice is sent), this Lease
shall terminate.
(c) Landlord shall be under no obligation to rebuild if its lenders do
not authorize the use of insurance proceeds for such purposes. If insurance
proceeds are so available, Landlord agrees to rebuild the Demised Premises to a
shell state as provided above and Tenant agrees to rebuild its leasehold
improvements as soon as possible.
(d) If Landlord has elected to terminate this Lease because its lenders
did not authorize the use of insurance proceeds to rebuild the Demised Premises,
then, if Landlord subsequently rebuilds a structure at the site, Tenant shall
have a right of first refusal to lease first floor retail space in the structure
at market rates.
ARTICLE VIII
ENTRY BY LANDLORD
Section 8.1. Right of Entry by Landlord. Subject to the provisions
hereinafter set forth, Landlord shall have the right to enter upon the Demised
Premises to inspect the same, or to make any repairs or replacements therein
required or permitted by
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this Lease; provided, however, Landlord, its agents or employees shall not, at
any time, day or night, during the occupancy of the Demised Premises by the
Tenant, unless in event of an emergency, enter the vault(s) or tellers' cages in
and on the Demised Premises, without the prior consent of the Tenant, which the
employee of the Tenant then in charge of the Demised Premises is authorized to
give and then only when accompanied by a representative designated by the
employee of Tenant then in charge of the Demised Premises.
Section 8.2. Entry for Inspection or Exhibiting the Demised Premises. Any
entry by the Landlord, its agents or employees into the Demised Premises for
inspection during the Term hereof,shall be only at times convenient to the
Tenant; and if Tenant so requests, Landlord, its agents and employees shall
enter the Demised Premises during the Term when accompanied by a representative
of the Tenant. Tenant shall immediately provide such a representative when it
has requested that its representative accompany the Landlord, his employees, or
representatives.
Section 8.3. Entry to Repair. Any entry into the Demised Premises during
the Term hereof by the Landlord, its agents or employees in order to repair,
restore, rebuild, alter or perform any work therein if Tenant fails to make all
necessary leasehold repairs upon demand by Landlord, shall be made at times and
under such reasonable conditions which create the least interference with
Tenant's business; provided, however, that there shall be no obligation on
Landlord to perform or to have such work performed during other than normal
working hours of employees performing the work, except for emergency repairs.
Landlord, its agents or employees, shall not enter the Demised Premises to
repair, restore, rebuild or do other work as aforesaid except in emergencies
without first having given twenty-four (24) hours' prior written notice to
Tenant of Landlord's intention.
ARTICLE IX
INSURANCE
Section 9.1. Tenant to Insure Demised Premises. Tenant at its sole cost and
expense for its own account shall effect and maintain insurance against loss or
damage by fire with extended coverage with respect to the leasehold improvements
and contents within the Demised Premises but in no event in an amount less than
full replacement value. Such replacement value may be determined from time to
time, but not more frequently than once in any 24 consecutive calendar months,
at the request of Landlord, by one appraiser, architect, or contractor who shall
be mutually and reasonably acceptable to Landlord and Tenant. The Landlord and
Tenant shall be named as insured parties under such
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policy as their interests may appear. In the event of a fire as a result of
which the Tenant decides to terminate the Lease, or a fire occurring in the
final year of the lease, Landlord shall be entitled to the insurance proceeds
applicable to damage to the leasehold improvements. If Landlord decides to
terminate the Lease and the Lease is not in its final year, Tenant shall be
entitled to the insurance proceeds. Otherwise, the proceeds shall be used to
reconstruct the leasehold improvements.
Section 9.2. Liability Insurance. Tenant shall, at all times during the
Term hereof, maintain liability insurance in comprehensive form sufficient to
protect Landlord and Tenant against liability for accidents occurring in or upon
the Demised Premises, to the minimum extent of One Million Dollars ($1,000,000)
for injury to or death of one person; and Five Million Dollars ($5,000,000) for
injuries to or death of more than one person and Five Hundred Thousand Dollars
($500,000) for property damage.
Nothing in this Article shall prevent Tenant from including the aforesaid
liability and fire insurance under a blanket policy or policies as may be
maintained by Tenant with respect to other properties owned, leased or operated
by it, provided that the protection afforded under any such blanket policy of
insurance shall be no less than that which would have been afforded under a
separate policy or policies relating only to the Demised Premises.
Insofar as may be permitted by the terms of the insurance policies carried
by it, each party hereby releases the other with respect to any claim (including
a claim for negligence) which it might otherwise have against the other party
for loss, damages or destruction with respect to its property by fire or other
casualty (including rental value or business interest, as the case may be)
occurring during the term of this Lease.
Section 9.3. Tenant Not to Violate Rules of Insurance. Tenant shall not
violate any reasonable rules or regulations applicable to Tenant and/or its use
of the Demised Premises which are promulgated by the insurance companies
insuring against loss or damage to the Demised Premises or the said Building of
which the Demised Premises is a part, provided that such rules or regulations
are made known to Tenant in writing.
ARTICLE X
CONDEMNATION OF DEMISED PREMISES
Section 10.1. Partial Taking of Demised Premises. If part of the Demised
Premises is taken or condemned for a public or other use which carries with it
the right of eminent domain, the
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rent to be paid by Tenant to Landlord shall be abated, as of the date title
vests in the condemnor, and reduced to an amount which bears the same
relationship to the rent called for by the other terms of this Lease as the
square feet of space remaining in the Demised Premises after condemnation bears
to the square feet originally leased to the Tenant.
However, if, in Tenant's sole opinion such partial taking is such that the
remaining uncondemned portion of the Demised Premises would be unfit for the
operation of a branch bank therein, then in such event Tenant, within thirty
(30) days of the date that the condemning authority acquires title to the
part(s) so taken or condemned may give written notice to Landlord of its
election to terminate this Lease, and on the date specified in such notice
(which date in no event shall be less than thirty (30) days after the date on
which such notice is sent), this Lease shall terminate.
Section 10.2. Taking of the Entire Demised Premises. If the entire Demised
premises be taken or condemned for public or other use which carries with it the
right of eminent domain, this lease shall cease and terminate as of the date
title vests in the condemnor.
Section 10.3. Tenant's Limited Right to Recover Damages for Any Taking.
Tenant shall not have the right to recover damages for any taking only if such
recovery shall not reduce the amount of proceeds Landlord shall receive from the
condemning authority.
ARTICLE XI
DEFAULT BY TENANT
Section 11.1. Tenant Not in Default Unless "Event of Default" Occurs.
Tenant shall not be deemed to be in default with respect to the performance of
any of the terms, covenants or conditions of this Lease unless an Event of
Default, as hereinafter specified, has occurred. The following shall constitute
Events of Default by Tenant hereunder:
(a) The appointment of a receiver for Tenant by any bank regulatory
authority.
(b) Failure to pay the rent called for herein or any part thereof when
due and continuance of such failure for fifteen (15) days after the date of
receipt of written notice from Landlord to Tenant of such failure;
(c) Failure to comply with or perform any of the other terms,
covenants, conditions or agreements to be complied with or performed by Tenant
hereunder and continuance of such failure for
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thirty (30) days after receipt of written notice from Landlord to Tenant of such
failure, or, if the failure is of such a character as cannot reasonably be cured
within said thirty (30) days, failure to initiate within said thirty (30) days
such Action as reasonably can be taken toward curing the same and/or failure to
prosecute such action as promptly as is reasonably possible after said action is
initiated.
Section 11.2. Landlord's Remedies. Upon the occurrence of any such Event of
Default and provided the same is still continuing, the Landlord shall have the
following rights:
(a) Without disturbing Tenant's possession, to proceed from time to
time by action at law or in equity against the Tenant for the collection of all
rent then due and payable by the Tenant to the Landlord.
It is expressly provided, however, that Landlord agrees to waive and
hereby waives and relinquishes all rights which it may now or hereafter have by
law or custom to distrain, levy upon, seize and/or sell any personal property
belonging to any customer of the Tenant, whether held in custody or for
safekeeping or in trust or otherwise, for rent or other charges payable by
Tenant hereunder, by reason of such personal property having been or being
located upon the Demised Premises. Notwithstanding the foregoing, Landlord does
not waive any rights to distrain or levy which it has or may hereafter have
against any property of Tenant which Tenant may have on the Demised Premises.
(b) To terminate this Lease by giving written notice to Tenant of such
intention at least thirty (30)days prior to the termination date specified in
said notice; and Tenant shall immediately surrender possession of the Demised
Premises to Landlord on such termination date, and Tenant shall have no further
liability to Landlord hereunder except as provided in Section 11.2 (c). Any rent
paid by Tenant beyond such termination date shall be apportioned, and the excess
payment, if any, applied against Tenant's obligation to Landlord under Section
11.2(c) hereof.
Notwithstanding the exercise or partial exercise of the Landlord's
rights under Section 11.2(a), the Landlord may, if any such event of default is
still continuing, exercise its rights under Section 11.2(b), but any such
exercise or any other exercise of its rights under Section 11.2(b) shall
constitute a waiver of the right to any further exercise or any exercise, as the
case may be, of its rights under Section 11.2(a).
(c) If this Lease is terminated by Landlord prior to the expiration of
the then current term pursuant to the rights set forth in the preceding
subsection (b), Landlord shall have
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the right to proceed against Tenant in an action in assumpsit to recover the
amount equivalent to the difference, if any, by which the aggregate rentals as
would be otherwise payable by Tenant to Landlord hereunder for the unexpired
balance of the then term, discounted at the rate of five per cent (5%) to
present value, exceeds the aggregate rentals payable by the new tenant or
tenants for a corresponding period or for the terms of their respective leases,
whichever is the lesser, also discounted to present value at the rate of five
per cent (5%), Landlord hereby covenanting to use its best efforts to obtain a
new tenant(s) for a term and at a rental at least equivalent to that hereof and
otherwise to mitigate Landlord's damages arising out of such termination.
ARTICLE XII
APPROVAL OF BANKING AUTHORITIES
Section 12.1 Tenant to Secure Approval of Banking Authorities. Tenant has
applied for a Certificate of Authority to open and operate a branch bank in the
Demised Premises from the applicable banking authorities.
If for any reason Tenant does not obtain a Certificate of Authority or not
be able to open its business in the Demised Premises on or before the date
referred to in the Certificate of Authority or any extensions or renewals
thereof for any reason whatsoever, which date shall be no later than the 1st day
of January, 1991, Tenant shall have the right, at its option, to terminate and
cancel this Lease upon written notice to Landlord, whereupon this Lease shall be
of no further force or effect.
Section 12.2. Tenant's Failure to Open for Business Before Expiration of
Certificate of Authority. In the event that Tenant has not opened for business
in the Demised Premises within the period provided by the Certificate of
Authority or any extensions or renewals thereof for any reason whatsoever except
the fault of the Landlord, Tenant shall pay to Landlord one (1) year's rent by
way of liquidated damages, provided Landlord shall have given Tenant written
notice of its termination of the Lease by reason of Tenant's failure to open for
business within the period allowed under the terms of its Certificate of
Authority.
ARTICLE XIII
ZONING - QUIET ENJOYMENT
Section 13.1. Landlord's Covenants and Warranties. Landlord covenants and
represents that:
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(a) Upon the date of tender of possession of the Demised Premises to
Tenant, the same shall be free of all violations, orders or notices of
violations of all public or quasi-public authorities and that Tenant shall then
be permitted by the authorities having jurisdiction thereover to occupy the
Demised Premises for the purposes for which they are leased, subject only to
Tenant applying for and obtaining (at its expense), any and all zoning permits
or licenses (such as zoning, building curb cuts, etc.) incident to or required
for the operation of Tenant's business; it being understood and agreed that this
Lease is conditioned upon Tenant being able to use and occupy the Demised
Premises for the purposes for which they are being Leased.
(b) It has good right to lease the Demised Premises for the full term
hereof and any extension thereof and warrants and agrees to defend the title
thereto;
(c) Tenant shall and may peaceably and quietly have, hold and enjoy
the Demised Premises together with all rights, liberties and privileges herein
granted to Tenant for the full term of this Lease or any extension thereof free
from molestation, eviction or disturbance by the Landlord or by any other
person, corporation or firm and Tenant's obligation to pay the rent as herein
provided and to perform all other covenants hereunder is expressly conditioned
on and dependent upon the performance of this covenant.
ARTICLE XIV
SUBORDINATION
Section 14.1 Mortgage, Ground Rents and Other Encumbrances. This lease
shall be subject and subordinate at all times to the lien of any mortgages,
ground rents or other encumbrances now or hereafter placed upon the Demised
Premises.
ARTICLE XV
MISCELLANEOUS PROVISIONS
Section 15.1. Consent to be Reasonable. Whenever in this Lease reference is
made to any approval, consent or permission required or permitted to be given or
any decision or judgment required or permitted to be made, by either or the
parties hereto, such party covenants and agrees that its approval, consent or
permission, as the case may be, shall not be unreasonably withheld, and that its
judgment or decision, as the case may be, shall be reasonable.
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Section 15.2. Notices. All written notices to be given hereunder by
Landlord to Tenant or by Tenant to Landlord must be given by registered or
certified mail, return receipt requested addressed to Landlord at:
Main Line Realty Partners
Two Bala Plaza, Suite 525
Bala Cynwyd, Pa. 19004
and to Tenant at:
First Sterling Bank
80 West Lancaster Ave.
Devon, Pa. 19333
Attn: President
or at such other address as either party may designate to the other in writing.
Section 15.3. Lease Contains all Agreements. It is expressly understood and
agreed by and between the parties hereto that this Lease sets forth all the
promises, agreements, conditions and understanding between Landlord and Tenant
relative to the Demised Premises, and that there are no promises, agreement,
conditions or understandings either oral or written, between them other than are
herein set forth.
ARTICLE XVI
RENTAL INCREASES
At the commencement of the third (3rd) year of this lease and at the
beginning of each year for the remainder of the term, as extended or renewed,
the rental rate shall be adjusted by increase in the Consumer Price Index (CPI),
popularly also known as the Cost of Living Index (presently published monthly by
the Bureau of Labor Statistics of the U. S. Department of Labor). If the last
monthly index established and published prior to the first month of such lease
year shall be higher in absolute index number than the CPI for the month in
which the term of this Lease commences as provided in Section 1.2 hereof then
the annual rent for such lease year shall be increased by the resultant
percentage derived from a ratio having as its denominator the CPI for the month
in which the term of this Lease commences and the numerator of the difference
between the CPI for the month in which the term of this Lease commences and the
CPI for the last monthly index established and published prior to the first
month of such lease year.
If the base year selected by the U.S. Department of Labor shall be changed,
then the resultant index shall be readjusted so
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as to reflect the base initially established under this Lease. If the said index
shall no longer be published or cannot be readjusted, then another index
generally recognized as authoritative shall be substituted by agreement between
the parties.
The foregoing provisions are qualified by the following limitation. In
making the annual rental adjustments for each year of the lease commencing with
the third year in accordance with this Article XIV, the annual increase shall in
each year be at least four percent (4%) per annum and no more than six percent
(6%) per annum.
ARTICLE XVII
OPTION TO EXTEND
Section 17.1. Tenant's Right to Extend Term. The Tenant shall have the
option, to be exercised as hereinafter provided, to renew this Lease on the same
terms and conditions as are set forth herein for two (2) consecutive additional
period of five (5) years after the end of the original term.
Section 17.2. Method of Exercising Right to Extend. The Tenant shall
exercise its aforesaid rights to extend the Term of this Lease in the following
manner: at least one (1) year prior to the expiration of the then current term,
Tenant shall notify the Landlord in writing of its election to exercise its
rights to extend this Lease for an additional five (5) year term as aforesaid
from the date of expiration of the current term.
IN WITNESS WHEREOF, and intending to be legally bound hereby, Landlord
and Tenant have caused these presents to be duly executed the day and year first
above written.
ATTEST: MAIN LINE REALTY PARTNERS
____________________________ _______________________________
By: /s/ James D. Kania
General Partner
ATTEST: FIRST STERLING BANK
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____________________________ _______________________________
By: /s/ Willam Bromley
President
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