Exhibit 6(b)(1)
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LEASE
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THIS LEASE is made and entered into between XXXXX X. XXXXXXXX and XXXXXXX
E, XXXXXXXX, husband and wife, of Delaware Township, Juniata County,
Pennsylvania, with a post office address of R.R.1. Box )I8-I, Xxxxxxxxxxxx,
Xxxxxxxxxxxx 00000, referred to in this lease as LESSOR, and THE FIRST NATIONAL
BANK OF MIFFLINTOWN, a national banking institution, having its principal office
at 0 Xxxxx Xxxx Xxxxxx, Xxxxxxxxxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxxxxxxxx 00000,
referred to in this lease as LESSEE.
In consideration of the mutual covenants and agreements set forth in this
Lease and other good and valuable consideration, LESSOR leases to LESSEE, and
LESSEE leases from LESSOR, two thousand three hundred ninety-eight (2,398)
square feet of space in the northeastern corner of a commercial building (the
"Xxxxxxxx Building"), together with certain areas to be used by LESSEE as drive-
in window facilities located on the western side of Penna. State Route 0333 in
Delaware Township, Juniata County, Pennsylvania. The location of the demised
premises will be outlined in red on the plot plan attached hereto, incorporated
herein by reference and marked Exhibit "A".
1. The term of this Lease shall be ten (10) years, commencing as of April
1, 1999, and ending on March 31, 2009, unless sooner terminated or extended as
provided for in this Lease.
2. LESSEE has the right to extend this Lease beyond the expiration date
provided in Paragraph 1 for a period of fifteen (15) years, in three (3)
successive renewal periods of five (5) years each, provided LESSEE gives six (6)
months written notice of its intent to renew prior to the commencement of each
of the three (3) successive renewal periods to LESSOR and LESSEE is not in
default of any of the terms of provisions of this Lease.
3. A. During the original and any renewal term hereof, Tenant hereby
covenants and agrees to pay to Landlord as Base Rent for the demised
premises: Lease Years: 1 - 10, $20,183/year - 1,681.91/month in
advance, on the first day of every calendar month during the term
hereof. If the term of this Lease shall commence or end on a day
other than the first day of the month, Tenant shall pay minimum
rental equal to one-thirtieth (1/30th) of the monthly minimum rental
multiplied by the number of rental days of such fractional month.
B. At the beginning of the seconds year of the term hereof and at the
beginning of each subsequent year during the term or renewal term
(which dates shall be called the "Computation Dates), said Base Rent
for the year shall be adjusted upward by the same percentage that the
then most recently published Consumer Price Index - All Urban
Consumers ("CPI-U"), for all items for the Pennsylvania area, U.S.
Department of Labor, Bureau of Labor Statistics (1,967- 69 = 100)
("Recent Index") exceeds the Consumer Price Index - All Urban
Consumers ("CPI-U") for all items fox the Pennsylvania area, U.S.
Department of Labor, Bureau of Labor Statistics for the month of
April, 1999 ("Base Index").
The following formula shall be used to compute the annual
Additional Rent which shall be paid by the Tenant to the Landlord in
addition to the annual Base Rent, in equal monthly installments,
during each annual period immediately following each such Computation
Date:
Additional Rent = Recent Index - Base Index
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Base Index x Base Rent
Provided, however, that the Annual Rental Increase in any three
(3) year period shall not exceed seven (7%0) percent.
If the Base Index is higher than the Recent Index on a
Computation Date, there shall be no Additional Rent due during the
annual period immediately following the said Computation Date. In no
event shall the total annual rental to be paid by the Tenant hereunder
at all times during each rental adjustment year, be less than, the
amount of the Base Rent, as defined above.
If said Consumer Price Index - All Urban Consumers in its present
form is discontinued, or if the basis on which it is now calculated
shall be revised, Landlord and Tenant shall make an appropriate
conversion of such revised index on the basis of conversion factors
published by the Bureau of Labor Statistics; if such factors are not
so obtainable, Landlord and Tenant shall request the Bureau of Labor
Statistics to provide, when needed, an appropriate conversion
adjustment which shall be applicable thereafter; if the Bureau of
Labor Statistics is unable to or is unwilling to provide such
appropriate conversion adjustment, then Landlord and Tenant shall, in
good faith, agree on a suitable substitute for the Consumer Price
Index - All Urban Consumers, and if no agreement can be reached, each
party shall select a disinterested arbitrator arid the two arbitrators
so chosen shall select a third disinterested arbitrator; the
arbitrators so chosen shall select a substitute for the Consumer Price
Index - All
Urban Consumer. The rules of arbitration shall be set by the
arbitrators, and the cost of arbitration shall be shared equally by
Landlord and Tenant.
4. LESSEE will use the leased Premises only for a branch banking
facility, unless LESSOR shall give LESSEE prior written consent for a different
use and LESSOR shall not unreasonably withhold consent. With LESSOR'S written
approval LESSEE shall have the privilege of assigning or subletting said
premises for any purpose which shall not depreciate the value of said premises
or of property adjacent thereto and which shall not be extra hazardous on
account of fire or otherwise.
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LESSOR agrees not to lease or permit any space in the premises to be used
for the operation of another banking facility, a mortuary, a massage parlor,
bingo parlor, or pornographic or adult book or video store. LESSEE agrees that
it will not assign or sublet the leased premises for a use which is prohibited
by or would violate the restrictions set forth in this paragraph.
The LESSOR will (a) include in each lease of any part of the Commercial
Premises terms appropriate to carry out the following provisions; and (b) will
enforce compliance with the same; all of which LESSEE hereby agrees to abide by:
(1) All LESSEES and their employees, shall be restricted to parking in
areas designated for employee parking.
(2) No sidewalk, parking areas, roadways, ingress oar egress or other
common areas shall be used for the sale, display ox storage of old
merchandise or any other property of any LESSEE. All business shall be
conducted within the commercial buildings except during a "shopping
center-wide" promotional sale or event.
(3) No LESSEE shall use any advertising medium which can be heard outside
its leased premises; and
(4) LESSOR may establish reasonable rules and regulations from time to
tune for the operation, of the commercial premises and LESSEE shall
observe such rules and regulations provided they are given at least five
(5) days notice.
5. Parking lots and walkways, and all other common areas of the Building
are for the joint reasonable use of all LESSEES of the Building.
6. LESSOR shall furnish the leased Premises with the following services
and maintenance of the building when dine:
a. Cold water for lavatory and drinking purposes.
b. Maintenance of the public and common areas of the Building and
the property on which the Building is situated, including
walkways and parking areas, leaving same in reasonably good order
and condition.
c. Maintenance of the structure of the Building, including but not
limited to, the roof, exterior walls (including windows), floors,
and foundation.
d. On site septic service.
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7. Except as provided in Xxxxxxxxx 0, XXXXXX shall maintain the leased
Premises throughout the Lease term and any extensions of that term, and keep
them free from waste or nuisance. At the termination of the Lease, LESSEE shall
deliver the Premises in as good a condition and state of repair as they were in
at the time LESSOR delivered possession to LESSEE, except for reasonable wear
and tear and damage by fire, flood, or other casualty.
8. LESSEE shall pay and fully discharge directly all local real estate
tax notices it receives from the local tax authorities on its branch banking
facility during the term of this lease or any extensions thereof.
9. LESSEE shall not make any alterations, additions, or improvements to
the leased premises without the prior written consent of LESSOR. Consent for
nonstructural alterations, additions, or improvements shall not be unreasonably
withheld by LESSOR. All alterations, additions, or improvements made by LESSEE
shall become the property of LESSOR at the termination of this Lease. However,
if LESSEE so elects, LESSEE shall promptly remove all alterations, additions,
and improvements, and any other property placed in or on the Premises by LESSEE,
and LESSEE shall repair any damage caused by such removal. LESSEE has the right
at all times to erect or install furniture and fixtures, provided that LESSEE
complies with all applicable governmental laws, ordinances, and regulations.
LESSEE shall have the right to remove such items at the termination of this
Lease, provided LESSEE is not in default at that time and the fixtures can be
removed without structural damage to the Premises. Prior to the termination of
the Lease, LESSEE must repair any damage caused by removal of any futures.
10. A. LESSEE will protect, indemnify and hold harmless LESSOR, their
heirs and assigns, officers, employees and agents from and against all
liabilities, actions, damages, claims, demands, judgments, losses,
costs, disbursements, expenses, suits or actions and reasonable
attorneys' fees associated therewith, arising out of the negligence or
other wrongful conduct of the LESSEE or any of its officers, agents or
employees in connection with LESSEE'S obligations under this Lease.
LESSEE is not, however, required to reimburse or indemnify LESSOR,
their heirs and assigns, officers, employees and agents for any loss
or claim due to the negligence or other wrongful conduct of any such
person or entity, and such person or entity whose negligence or other
wrongful conduct is adjudged to have caused such loss or claim shall
reimburse LESSEE for costs of defending any suit.
B. LESSEE agrees, at its own cost and expense, to carry general
public liability insurance, insuring LESSOR, Mortgagee and LESSEE in
the amount of at least One Million and 00/100 ($1,000,000.00) Dollars
single limits. LESSEE shall deliver to LESSOR a certificate of the
insurance company issuing such insurance, evidencing such coverage and
containing a statement to the effect that such coverage may not be
cancelled without at least ten (10) days notice to LESSOR.
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X. XXXXXX will protect, indemnify and hold harmless LESSEE, its
successors and assigns, officers, employees and agents from and
against all liabilities, actions, damages, claims, demands, judgments,
losses, costs, disbursements, expenses, suits or actions and
reasonable attorneys' fees associated therewith, arising out of the
negligence or other wrongful conduct of the LESSOR of any of its
officers, agents, or employees in connection with LESSOR'S obligations
under this Lease. LESSOR is not, however, required to reimburse or
indemnify LESSEE, its successors and assigns, officers, employees and
agents four any loss or claim due to the negligence or other wrongful
conduct of any such person or entity, and such person or entity whose
negligence or other wrongful conduct is adjudged to have caused such
loss or claim shall reimburse LESSOR for costs of defending any suit.
X. XXXXXX agrees, at their own cost and expense, to carry general
public liability insurance, insuring LESSOR, mortgage and LESSEE in
the amount of at least One Million and 00/100 ($1,000,000.00) Dollars
single limits. LESSOR shall deliver to LESSEE a certificate of the
insurance company issuing such insurance, evidencing such coverage and
containing a statement to the effect that such coverage may not be
cancelled without at least ten (10) days notice to LESSEE.
11. LESSEE shall not have the right to assign this Lease, sublet the
leased Premises, or enter into a concession agreement, without the prior written
approval of LESSOR.
12. On the occurrence of any event of default, both parties shall have all
options available to it under law.
13. LESSOR shall deliver to LESSEE the said leased premises in good
working order, together with the appurtenances and equipment required to be
delivered by LESSOR. LESSOR shall be responsible four, and shall keep in good
repair the exterior and structural parts of said premises, including the
foundation and supporting walls, floor, roof, downspouts, gutters, gas,
electric, and water lines leading to the interior of the demised premises,
drainage pipes leading therefrom the parking lot and other common areas, and the
canopy and sidewalks adjacent to the leased premises. Except as set forth above,
the LESSEE shall maintain in good repair the interior of the leased premises and
shall replace, at its own expense, all plate glass, doors, floor tile and
ceiling tile which may become broken during the term of the within Lease, unless
the damage thereto is attributable to causes covered by LESSOR'S fire insurance
policy with extended coverage, or where such replacement or repair is
necessitated by settling of the building.
LESSEE shall keep and maintain in good order, condition and repair the
drive-in-window facilities which are used by LESSEE or to which LESSEE has the
right of exclusive use notwithstanding the fact that the same may be deemed to
be a portion of parking area.
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LESSEE shall maintain and male repairs to the heating, ventilating and air
conditioning systems including any replacements thereto deemed necessary by
LESSEE. LESSOR shall not be required to make any repairs or replacement of the
heating, ventilating and air conditioning systems. It is agreed, however, that
the LESSOR shall, at their own expense, replace or repair, during any period
covered by manufacturers' and contractors' warranty, whichever is later, all
portions of the leased premises requiring replacement or repair by reason of
defective materials or workmanship used in the original construction.
In the event LESSOR shall fail to maintain the common areas (including the
parking lot) or make necessary repairs to the demised premises as provided
herein, within a reasonable time after written notice to LESSOR stating the
nature and necessity of such maintenance and repairs, or without prior notice if
the LESSEE'S opinion an emergency exists, LESSEE, at its option, may complete
such repairs and maintenance and deduct the costs and expense thereof from any
rental sums due under the terms of this Lease.
14. Subject to mutually agreed sign criteria, LESSEE shall have the right
at its own cost and expense to erect signs across and/or above the front and any
exposed walls of the demised premises and reserves the complete right of all
advertising sign space on said demised premises. It agrees to maintain said
signs in a good state of repair and to repair any damage which may be caused by
the erection, maintenance, and removal of such signs. In the event LESSOR erects
or installs, or permits the erection or installation of, a pylon type sign
identifying the premises as a commercial site, LESSEE at LESSEE'S cost, shall be
permitted to install, as a part of the said pylon sign, LESSEE'S sign or
identification symbol and LESSEE agrees to pay for the operation and maintenance
of LESSEE'S portion of the said pylon sign. In the event LESSOR does not erect
the said pylon type sign identifying the center, LESSEE may, at LESSEE'S option,
and at LESSEE'S own cost and expense, erect a pylon type sign for use by LESSEE
to identify LESSEE'S premises and/or the commercial site premises. Said pylon
type sign may be erected by LESSEE at or near the primary access driveways and
access roads to the commercial site.
15. During the term of this Lease, or any extension thereof, LESSOR agrees
not to use, let or sublet or to permit the use, letting or subletting of any
other portion of this commercial site or on any other ground directly or
indirectly owned, leased and/or directly or indirectly controlled now or
hereafter by LESSOR in Delaware Township. Juniata County, Pennsylvania, for a
branch banking facility or for parking vehicles in connection with branch
banking facility whether the banking operation is taking place on the restricted
property or on other property, LESSEE agrees (insofar as to the extent it
lawfully may so agree) that during the term neither LESSEE nor any affiliated or
subsidiary companies will lease, own or operate a retail grocery or hardware
store within one (1) toile radius of any point in the commercial site.
16. A. Abatement - If all or any portion of the leased Premises is
damaged by fire or casualty covered by extended coverage insurance or
other appropriate endorsements, the following shall apply: Rent shall
xxxxx from the date of the occurrence in the proportion that the area
of the portion of the leased Premises rendered unusable for LESSEE'S
use bears to the entire area of the leased
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Premises. The abatement shall continue until the leased Premises, or
the portion thereof which shall have been damaged, shall be rebuilt or
repaired.
B. Oblation to Rebuild - If all or any portion of the demised
premises is damaged by fire or other casualty insurable under a
standard fire insurance policy with standard extended coverage
endorsements, LESSOR shall promptly commence to repair or rebuild the
demised premises or such portion to its condition immediately prior to
the occurrence and prosecute the same diligently to completion. All
insurance proceeds payable on account of the fire or other damage
shall be paid over to LESSOR (except for those proceeds attributable
to LESSEE'S movable fixtures and personal property) or, at LESSOR'S
election, to LESSOR'S mortgagee, for disbursement as work progresses.
In the event the insurance proceeds are insufficient to cover the
costs (including both the hard construction costs and "soft" costs) of
the repair and rebuilding of the leased premises, LESSOR shall be
responsible for the amount of any such excess reconstruction costs.
C. Option to Cancel - If all or a portion of the demised premises is
damaged by fire or casualty after the expiration of the fifth (5th)
year of the term of this Lease, this Lease shall not be cancelled as a
result of fire or casualty except as follows: LESSOR or LESSEE shall
have the option to cancel this Lease if all or substantially all of
the leased Premises shall be damaged by fire or casualty. This option
may be exercised upon giving notice of cancellation be either party to
the other party within ninety (90) days following the occurrence. In
the event this Lease is not so cancelled. LESSOR shall repair or
rebuild the leased premises in accordance with subparagraph B of this
Section 16.
D. Waiver of Subrogation - LESSOR and LESSEE hereby release each
other and each other's officers, directors, employees and agents. from
liability or responsibility for any loss or damage to property coveted
by valid and collectible fire insurance with standard extended
coverage endorsement. This release shall apply not only to liability
and responsibility of the parties to each other, but shall also extend
to liability and responsibility for anyone claiming through or under
the parties by way of subrogation or otherwise. This release shall
apply even if the fire or other casualty shall have been caused by the
fault or negligence of a party or anyone from whom a party may be
responsible. However, this release shall apply only with respect to
loss or damage actually recovered from an insurance company. This
release shall not apply to loss or damage of property of a party
unless the loss or damage occurs during the times the fire or extended
coverage insurance policies of a party contain a clause or endorsement
to the effect that any release shall not adversely affect or impair
the policies or prejudice the right of the party to recover
thereunder. LESSOR and LESSEE each agree that any fire and extended
coverage insurance policies covering the leased Premises or their
contents shall include this clause or endorsement or shall otherwise
provide for subrogation and as long as the same shall be obtainable
without extra cost, or, if extra cost shall be charged therefor, so
long as the other party pays the extra cost-
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If extra cost shall be chargeable, the party whose policy is subject
to the extra cost shall advise the other therefore, and of the amount
of the extra cost.
17. LESSEE shall pay its pro rata share of the cost of the fire and
extended coverage insurance on the leased premises annually by tendering payment
directly to the Xxxxxxx Insurance Agency, Inc. or other acceptable agency when
premium notices are received by LESSEE and LESSEE shall provide LESSOR with
proof of said payment.
18. LESSOR agrees for themselves and their successors and assigns that no
conveyance in whole or part shall be made at any time during the term of this
Lease, or its extensions and renewals. of the commercial site of which the
leased premises are a part without first offering to LESSEE the right to
purchase said commercial site upon the same terms and conditions as contained in
a written bona fide third party offer and LESSEE shall have thirty (30) days
following receipt of a copy of such offer in which to accept the offer upon the
same terms and conditions.
19. All rights and liabilities given to, or imposed on, the respective
parties to this Lease shall extend to and bind the several respective successors
and assigns of the parties when otherwise permitted by this Lease.
20. In all instances where LESSOR'S or LESSEE'S consent, permission, or
approval is required, the same shall not be unreasonably refused, withheld, or
delayed.
21. No amendment, modification, or alteration of the terms of this Lease
shall be binding unless in writing, dated subsequent to the date of this Lease,
and duly executed by the LESSOR and LESSEE.
IN WITNESS WHEREOF, the parties intending to be legally bound, execute this
lease on the 4th day of June, 1999
LESSORS:
/s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
LESSEE:
Attest: THE FIRST NATIONAL BANK
of Mifflintown, Pennsylvania
/s/ Xxxxx Xxxxxxxxxx By: /s/ Xxxxx X. XxXxxxxxxx
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Secretary President
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