Church ST Lease

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COMMERCIAL LEASE

THIS LEASE AGREEMENT (the “Lease”) is made this 3th day of August, 2022, by and
among 223 Church Street, LLC, a Pennsylvania limited liability company (hereinafter called
“Landlord”), Morgan Francis LLC, a Pennsylvania limited liability company(hereinafter called
“Tenant”) and Joseph M. Robins, and individual (hereinafter “Guarantor”).

BACKGROUND

Landlord is the owner of that certain real property and building constructed thereon located
at 223 Church Street, Phoenixville. PA 19460 (the “Property”). Landlord desires to lease to
Tenant and Tenant desires to lease and take from Landlord, the Premises described below on the
following covenants, terms and conditions:

1. PREMISES; COMMON AREAS.

(a) Landlord leases to Tenant and Tenant rents from Landlord, the following premises:
that certain ground floor office space of the building located on the Property (the “Building”), known
as Suite #3. The Premises shall be used by Tenant solely as a professional business office.

(b) Tenant’s rights under this Lease shall include the right, in common with the other
tenants and occupants of the Building, if any, to utilize for their intended purposes, the sidewalks,
stairs and all other areas in the Building provided for the non-exclusive use and convenience of the
tenants and occupants of the Building and their respective employees, agents and invitees
(collectively, the “Common Areas”).

2. TERM.

(a) The initial term of this Lease (the “Initial Term”) shall be for One (1) year,
commencing on September 1, 2022 (the “Commencement Date”) and ending August 31, 2023.

(b) Unless either party provides timely written notification of their intent to terminate
the Lease at the end of the Initial Term, this Lease will automatically renew for successive
periods of (1) years (the “Renewal Term”) upon the terms and conditions set forth in this
Lease. In order for Landlord or Tenant to terminate the Lease, Landlord or Tenant must provide the
other party with written notice of termination at least 90 days prior to the last day of the
Initial Term or any subsequent Renewal Term.

(c) For purposes of this Lease, the word “Term” shall mean the Initial Term along with
any Renewal Term, if properly exercised, and any other extensions or renewals of the term of the
Lease consented to by Landlord.

3. RENT.

(a) During the Initial Term, Tenant shall pay Landlord, as base rent (“Base Rent”), the
amount of Nine Hundred Fifty ($950) per month.

(b) For each and every Renewal Term, the Base Rent shall be subject to an
annual increase of six percent (6%).

(c) The Base Rent, as well as any Additional Rent (as defined below) and all other sums
which may come due from Tenant under the terms of this Lease (collectively, “Rent”), shall be paid
to Landlord at 558 W Uwchlan Ave. Exton. PA 19341. Rent shall be due on the first (1st) day of each
month, payable in advance, without notice, demand, invoice, deduction or setoff. If the

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Commencement Date shall occur on a day other than the first (1st) day of a calendar month, then
Tenant shall pay, upon the Commencement Date, that portion of the Base Rent prorated on a per
diem basis (calculated based on the number of days in the month) with respect to the fractional
calendar month preceding the first full calendar month. A Security Deposit in the amount of Nine
Hundred Fifty ($950) is due at the signing of the lease and will be held in escrow per
Pennsylvania landlord-tenant law.

(d) Tenant shall pay as “Additional Rent” all charges required to be paid by Tenant under
this Lease, whether or not the charges are designated as Additional Rent. If any charge of Additional
Rent is not paid at the time provided for in this Lease, it shall be payable as Additional Rent upon
Tenant’s receipt of Landlord’s written demand or with the next installment of Base Rent thereafter
falling due, whichever shall first occur, but nothing herein contained shall be deemed to suspend or
authorize delay in the payment of any charge at the time the charge becomes due and payable under
this Lease.

(e) If Tenant is more than five (5) days late in making any payment (or any part thereof)
due pursuant to the terms of this Lease, Tenant will owe a late charge to Landlord in the amount of
One Hundred Fifty Dollars ($100). Tenant shall additionally be subject to a bounced check fee in the
amount of One Hundred Fifty Dollars ($100) in the event any of Tenant’s checks are returned as
unpayable by Landlord’s bank, and any such returned check shall also constitute an Event of Default
(as defined below). Furthermore, if two (2) of Tenant’s checks are returned unpaid by Landlord’s
bank in any given six (6) month period, each of the next twelve (12) monthly installments of Rent
shall be paid by certified or cashier’s check.

4. ADDITIONAL RENT. Not Applicable.

5. UTILITIES AND OTHER SERVICES. Tenant shall be responsible for contacting


all applicable utility companies for the provision of utilities and other services to
Tenant, including, but not limited to: heat, electric, gas, and internet; however, the
foregoing shall not affect Landlord’s obligation, if any, to extend utility services to the Premises.
Landlord may, at its expense, install separate utility meters, if possible, which shall be maintained by
Tenant at Tenant’s expense. Tenant shall cause the companies providing such services to bill Tenant
directly for all utilities and other services consumed by Tenant. Landlord shall not be responsible for
providing any of the foregoing utilities or other services to Tenant. Tenant shall pay the cost of such
services directly to the company providing such services, and shall indemnify Landlord against such
costs. All other utilities on the Premises, including water, sewer, cable and telephone shall be
provided for and paid by Landlord. This Section 5 shall survive the expiration or sooner termination
of the Lease.

6. ALTERATIONS AND ADDITIONS; TENANT’S LIENS.

(a) Tenant shall not make or cause to be made any material alterations or additions to
the Premises without obtaining Landlord's prior written consent. All permitted work done by Tenant
affecting the Premises (“Tenant’s Work”), shall be done in accordance with the following provisions,
which Tenant agrees to observe and perform:

(i) no Tenant’s Work involving exterior or structural changes, alterations,


restoration or rebuilding shall be undertaken until plans and specifications have first been submitted
to and approved in writing by Landlord;

(ii) no Tenant’s Work requiring the issuance of a building permit shall be


undertaken except under the supervision of a qualified architect or engineer;

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(iii) all Tenant’s Work shall be commenced only after all required municipal and
other governmental permits and authorizations have been obtained (Landlord agreeing to join in any
application therefor, at Tenant's expense, whenever necessary) and a Waiver of Liens has been
signed and filed of record by the general contractor and a copy given to Landlord; and

(iv) all Tenant’s Work shall be done in a good and workmanlike manner and in
compliance with the building and zoning laws and with all other laws, ordinances, regulations and
requirements of all federal, state and municipal governmental agencies.

(b) Any approved alterations, improvements or additions shall remain upon the
Premises at the expiration or sooner termination of this Lease and shall become the property of
Landlord, unless Landlord shall have given Tenant written notice to remove same at least fifteen (15)
days prior to the end of the Term, in which event Tenant shall remove such alternations,
improvements and additions and restore the Premises to the same good order and condition in
which they now are. Should Tenant fail to do so, Landlord may do so, collecting the cost and expense
thereof from Tenant as Additional Rent. “Additions” within the meaning of this clause shall include,
without being restricted to, any floor covering installed by Tenant or especially for Tenant. Tenant
shall be responsible for any cost of removal and repair of the underlying surfaces. Tenant shall not
place weights anywhere on the Premises beyond the safe carrying capacity of the Property.

(c) If any mechanic’s or materialman’s lien is filed against the Premises by reason of
work, labor, services or materials performed or furnished to Tenant or anyone holding any part of
the Premises under Tenant, Tenant shall, within forty-five (45) days after Tenant’s receipt of written
notice of the filing thereof, cause the lien to be discharged of record by payment, bond, order of a
court of competent jurisdiction or otherwise. The foregoing shall not be construed to limit Tenant’s
rights to contest the basis for the lien, provided the lien is discharged of record. In the event of
Tenant’s failure to discharge any lien within the forty-five (45)-day period, Landlord may, upon
delivery of written notice to Tenant, remove the lien by paying the full amount thereof or by bonding
or in any other reasonable manner Landlord deems appropriate, without investigating the validity
and irrespective of the fact that Tenant may contest the propriety or amount thereof and Tenant,
upon its receipt of a written demand, shall reimburse Landlord the amount paid to discharge the
lien, together with reasonable, actual and documented expenses incurred in connection therewith,
including reasonable attorneys’ fees. Nothing contained in this Lease shall be construed as a consent
on the part of Landlord to subject Landlord’s interest or estate in the Premises to any lien or liability
under the lien laws of the Commonwealth of Pennsylvania.
(d) Landlord Agrees to install, at landlord’s expense, a door in between the
main area and the backroom of the suite. This shall be completed prior to start date of
the lease.

7. REPAIRS.

(a) Repairs and Maintenance by Landlord. Landlord, at its sole cost and expense, shall
maintain in good condition and promptly repair (including making replacements as necessary) the
foundations, roof, structural columns, downspouts and exterior walls of the Premises (excluding the
storefront, windows and doors), as well as: (i) utility lines, mechanical, plumbing or electrical
equipment which is contained within, but does not exclusively serve the Premises; and (ii) utility
lines which are concealed or located outside the Premises (except to the extent that the utility
exclusively services the Premises or the need for the utility line repair is necessitated by Tenant’s
negligence or misuse of the utility line). Landlord shall not be deemed to have breached its
obligation to make the repairs required by this Section 7(a) or be liable for any damages resulting
therefrom, unless Landlord fails to make the same within a reasonable period of time (taking into

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consideration the type of repair involved) after receiving notice from Tenant of the need for said
repair.

(b) Repairs and Maintenance by Tenant. Tenant shall at all times, at Tenant’s cost and
expense, maintain the Premises in good condition and repair (including replacements) as the
Premises current is, reasonable wear and tear excepted, including any storefront, windows, doors,
glass, wall and floor coverings, smoke detectors, Tenant’s signs (wherever located). Tenant shall be
solely responsible for the cost of any and all repairs of any kind whatsoever to the Premises during
the Term of this Lease, where the individual cost of each repair or replacement is less than or equal
to One Hundred Dollars ($100).

8. TENANT COVENANTS.

(a) At the expiration of the Term, or any continuation thereof, Tenant shall peaceably
surrender possession of the Premises and deliver all keys to the Premises to Landlord.

(b) Tenant shall permit Landlord, its agents, employees and contractors, at any time in
the event of an emergency, and otherwise at reasonable times upon twenty-four (24) hours’ notice, to
take any and all measures, including inspections, repairs, alterations, additions and improvements to
the Premises, the Building or the Property, as may be necessary or desirable, to safeguard, protect or
preserve the Premises, the Building, the Property or Landlord’s interests therein; to operate or
improve the Property; to comply on behalf of Tenant with all laws, orders and requirements of
governmental or other authorities (if Tenant fails to do so); to examine the Premises to verify
Tenant’s compliance with all of the terms, covenants, obligations and conditions of this Lease; or to
exercise any rights with respect to the Premises that Landlord may exercise in the event of default by
Tenant.

(c) Tenant acknowledges and agrees that Landlord may at any time or times and from
time to time make such rules and regulations as in Landlord’s judgment may be necessary for the
safety or care of the Premises, and for the preservation or good order therein. Such rules and
regulations shall, when notice thereof is given to Tenant, form a part of this Lease.

(d) Tenant shall permit Landlord to display a “For Sale” or “For Rent” sign on the
Property; and all of said signs shall be placed upon such part of the Property as Landlord may elect
and may contain such matter as Landlord shall require. Prospective purchasers or tenants
authorized by Landlord may inspect the Premises Monday through Saturday between the hours of
11:00 a.m. and 8:00 p.m.

(e) Tenant shall be responsible for all janitorial and cleaning services at the Premises.
Tenant is solely responsible for the cost of daily trash removal. Tenant shall comply with all laws
applicable to trash disposal related to the stated use of the Premises. In the event that Landlord
determines that trash has not been removed as defined in this Lease, Landlord may hire a trash
removal company, at Tenant’s sole cost and expense, to take those measures as necessary to remove
trash and Tenant shall pay any and all such costs as Additional Rent.

(f) Tenant acknowledges and agrees that no smoking is permitted in the Premises or the
Building. Tenant further acknowledges and agrees that no pets are permitted in the Premises or
Building, except for necessary service animals as required by law.

9. CASUALTY. Tenant shall give Landlord prompt notice of any fire, casualty or other injury
occurring in or about the Premises. If, during the term of this Lease, the Property or the Premises is
so injured by fire or other casualty not occurring through the fault or negligence of Tenant or those
claiming under Tenant, or their employees respectively, that the Property or the Premises is
rendered wholly unfit for occupancy and Landlord determines that said Premises or the Property

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cannot be repaired within sixty (60) days from the happening of such injury, Landlord shall have the
right to terminate this Lease effective as of the date of such casualty by giving written notice thereof
to Tenant not later than thirty (30) days after the date of the casualty. In such case, Tenant shall pay
the Rent apportioned up to the time of the injury and shall immediately surrender the Premises to
Landlord, who may enter upon and repossess the same. If Landlord does not terminate this Lease as
aforesaid, Landlord shall cause such damage to be repaired as promptly as possible following
Landlord’s receipt of adequate insurance proceeds therefor, the Lease shall remain in full force and
effect and Base Rent shall be apportioned and suspended while such repairs are being made. If the
Property shall be so slightly damaged by fire or other casualty so as to not render the Premises unfit
for occupancy, Landlord agrees that the damage shall be repaired as promptly as possible following
Landlord’s receipt of adequate insurance proceeds therefor, in which case the Rent accrued or
accruing shall not be apportioned or suspended. Landlord shall not be responsible for repairing or
replacing any of Tenant’s leasehold improvements, machinery, furniture or fixtures or for repairing
any damage caused by the negligence or willful misconduct of Tenant or Tenant’s agents, employees
or invitees.

10. ASSIGNMENT AND SUBLETTING.

(a) Restriction. Tenant shall not assign, convey, mortgage, pledge, encumber or
otherwise transfer this Lease or any interest therein, sublet the Premises or any part thereof, or
permit the use or occupancy of the Premises or any part thereof by anyone other than Tenant,
without receiving Landlord’s prior written consent. Any purported transfer, encumbrance, pledge,
mortgage, assignment or subletting without Landlord’s prior written consent shall be void and of no
force or effect. In the event of any assignment, subletting, transfer or occupancy by someone other
than Tenant, whether or not approved by Landlord, Tenant shall, nevertheless, at all times, remain
fully responsible and jointly and severally liable for the payment of the Rent and for compliance with
all of the terms, conditions and covenants of this Lease. Any assignment or sublease permitted by
Landlord shall contain a provision whereby the assignee or subtenant agrees to comply with and be
bound by all of the terms, covenants and conditions of this Lease, and Tenant shall deliver to
Landlord, promptly after execution, an executed copy of each assignment or sublease and an
agreement of compliance by each such assignee or subtenant. Any sublease so approved by Landlord
shall also contain a provision that in the event of default by Tenant hereunder and a termination of
this Lease by Landlord, such subtenant shall, at Landlord’s option, attorn to Landlord as if Landlord
were the Landlord under the sublease.

(b) Option to Cancel. Upon receipt of Tenant’s written request for Landlord’s
consent to subletting, assignment, transfer or occupancy by someone other than Tenant, Landlord
shall have the option to cancel this Lease as of the date of the requested subletting, assignment,
transfer or occupancy by someone other than Tenant is to be effective. For purposes of this Section
10(b), Landlord shall exercise its option to cancel this Lease by written notice to Tenant within thirty
(30) days after Landlord receives Tenant’s request for Landlord’s consent to sublet, assign or transfer
the Lease.

(c) Right to Collect Rents Directly.Upon the occurrence of an Event of Default as set
forth in Section 26 hereof, if all or any part of the Premises is then assigned, sublet, transferred or
occupied by someone other than the Tenant, then, in addition to any other remedies provide in this
Lease or provided by law, Landlord, at its option, may collect Rent directly from the assignee,
subtenant, transferee or occupant. Any collection directly by Landlord from the assignee, subtenant,
transferee or occupant shall not be construed to constitute a novation or a release of Tenant from the
further performance of its obligations under this Lease.

(d) Excess Rent. If Tenant assigns this Lease or sublets all or a portion of the Premises
for an amount in excess of the Base Rent (or the pro rata share of Base Rent in the case of a sublease

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of a portion of the Premises), then Tenant shall pay to Landlord, as rent, one hundred percent
(100%) of such excess amounts received by Tenant.

11. INSURANCE.

(a) Tenant shall at all times during the term hereof, and any continuation thereof, at its
own cost and expense, procure and maintain: (i) commercial general liability insurance with a
combined single limit of not less than One Million Dollars ($1,000,000) for personal injury, death or
property damage occurring upon, in or about the Premises; (ii) property insurance with a combined
single limit of not less than Three Hundred Thousand Dollars ($300,000); and (iii) workers’
compensation or similar insurance, if and to the extent required by law and in form and amounts
required by law. Except for workers’ compensation insurance, such insurance shall name the
Landlord as an additional insured and be written with a company or companies reasonably
satisfactory to Landlord. Tenant agrees to furnish Landlord a Certificate of Insurance evidencing
such insurance coverage issued by a company licensed to do business in the Commonwealth of
Pennsylvania. All policies and Certificates shall provide that they will not be cancelled or materially
altered without giving thirty (30) days’ notice to the Landlord and its agent.

(b) Neither Landlord nor Tenant shall be liable to the other for any loss or damage to
property or in any manner growing out of or connected with Tenant’s use and occupation of the
Premises or the Property or the condition thereof, or of the adjoining property, whether or not
caused by the negligence or other fault of Landlord or Tenant or of their respective agents,
employees, subtenants, licensees or assignees; provided, however, that this release shall apply only
to the extent that such loss or damage is covered by insurance, regardless of whether such insurance
is payable to or protects Landlord or Tenant or both. Nothing in this Section 11(b) shall be construed
to impose any other or greater liability upon either Landlord or Tenant than would have existed in
the absence hereof. Because this Section 11(b) will preclude the assignment of any claim mentioned
in it by way of subrogation (or otherwise) to an insurance company (or any other person), if
necessary, each party to this Lease agrees immediately to give to each insurance company that has
issued to it policies of insurance, written notice of the terms of the mutual waivers contained in this
Section 11(b), and to have the insurance policies properly endorsed, if necessary, to prevent the
invalidation of the insurance coverages because of the mutual waivers contained in this Section 11(b).

12. LANDLORD AND AGENT LIABILITY.

(a) Tenant agrees that Landlord and its managing agent (“Agent”), if any, and any
mortgagee shall not be held responsible for, and is hereby expressly relieved from, any and all
liability by reason of any injury, loss (including, without limitation, loss of life and damage to
business), or damage to any person or property in or about the Premises or the Property, whether
due to breakage, leakage, water flow, steam, gas, defective construction or defective condition
anywhere in or on the Property, or any other cause whatsoever, regardless of the loss, injury or
damage to the person or property of Tenant or any other person or entity, unless such injury, loss or
damage arises directly and solely out of Landlord’s willful acts or recklessness. Without limitation of
the foregoing, Tenant further agrees that neither Landlord nor Agent shall be liable in any claim for
damages, by reason of inconvenience or interruption to Tenant’s business arising from the making of
additions, alterations or repairs to said Property, or any part thereof, or to the machinery, fixtures or
appurtenances therein, nor shall the making of any such addition, alteration or repair affect the rents
and other sums payable hereunder.

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(b) Tenant shall defend, indemnify and hold harmless Landlord, Agent and Landlord’s
mortgagee and their respective agents and employees from and against all liabilities, obligations,
damages, penalties, claims, costs, charges and expenses, including reasonable attorneys’ fees, which
may be imposed upon or incurred by or asserted by reason of any of the following which shall occur
during the Term:

(i) any work or act done in, on or about the Premises or any part thereof, unless
such work or act is done or performed by Landlord;

(ii) any negligence or other wrongful act or omission on the part of Tenant or any
of its agents, contractors, subcontractors, servants, employees, tenants, licensees or invitees;

(iii) Tenant’s use and occupancy of the Premises and/or any accident, injury or
damage to any person or property occurring in, on or about the Premises or any part thereof unless
caused by the recklessness of Landlord, its employees or agents; and

(iv) any failure on the part of Tenant to perform or comply with any of the
covenants, agreements, terms, provisions, conditions or limitations contained in this Lease.

(c) The aforesaid releases and indemnity obligations of Tenant shall survive the
expiration of the Term or the termination of the Lease.

13. CONDEMNATION. In the event that the Property or any part thereof is taken or
condemned for a public or quasi-public use, this Lease shall, as to any part of the Premises so taken,
terminate as of the date when Tenant shall be legally compelled to give up possession and Rent
reserved shall abate proportionately to the square feet of leased space taken or condemned, as to the
part so taken, or shall cease if the entire Premises is taken. In the event of any such taking or
condemnation, Landlord shall be entitled to the entire award from the condemning authority or
party. Tenant waives all claims as against the Landlord herein or against the condemning authority
or party and it is agreed that Tenant will make no claim by reason of the complete or partial taking of
the Premises, excepting removal or moving expenses or business dislocation damages as defined in
the Pennsylvania Eminent Domain Code or any federal statute or rule containing provisions
substantially similar thereto. It is further agreed that the Tenant shall not be entitled to any notice
whatsoever of the partial or complete termination of this Lease by reason of the aforesaid.

14. SUBORDINATION OF LEASE. This Lease shall be subject and subordinate at all
times to the lien of any mortgages and/or rents and/or other encumbrances now or hereafter placed
on the Property, the Building or the Premises without the necessity of any further instrument or act
on the part of the Tenant to effectuate such subordination. The Tenant covenants and agrees to
execute and deliver upon demand such further instrument or instruments evidencing such
subordination of this Lease to the lien of any such mortgage(s) and/or ground rent and/or other
encumbrances as shall be desired by any mortgagee, proposed mortgagee, person or entity. If any
mortgagee or ground tenant obtains title to the Property, upon request, Tenant shall attorn to such
mortgagee or ground tenant. Tenant hereby irrevocably appoints Landlord as attorney in fact of the
Tenant to execute and deliver any such instrument or instruments for and in the name of the Tenant.

15. NOTICES. All notices or other communications required or permitted to be given


pursuant to this Lease shall be in writing, and shall be deemed to have been properly given if: (a)
served personally, sent by United States registered or certified mail, return-receipt requested, or
delivered by Federal Express Mail or another nationally recognized overnight courier service
guarantying next day delivery; and (b) addressed as set forth below, or to such other address which
either party may hereafter designate in writing to the other:

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If to Landlord: Oakview Properties LLC
558 W Uwchlan Ave.
Exton, PA 19341
Attn: Marcelo Munoz
Email: [email protected]

If to Tenant: LOCATION OF PREMISES

If to Guarantor: Joseph Robins

345 Jug Hollow Rd. Phoenixville. PA 19460


[email protected]
610-608-6770

16. NO WAIVER.The failure of Landlord to insist upon strict and/or prompt performance of
any of the terms, covenants and conditions of this Lease and/or the acceptance of such performance
thereafter, shall not be construed as a waiver or relinquishment of Landlord’s right to strictly enforce
the same thereafter in the event of a continuing or subsequent default on the part of Tenant.

17. SUCCESSORS AND ASSIGNS. All rights, remedies and liabilities hereby given to or
imposed upon any of the parties hereto shall extend to and be binding upon their respective heirs,
executors, administrators and successors, and insofar as this Lease and the term or terms hereby
created may be assignable, to the assignee of said parties.

18. HOLDOVER. Should Tenant wrongfully continue to occupy the Premises after expiration of
the Term of this Lease or any renewal(s) thereof, or after a forfeiture incurred, such tenancy shall
(without limitation on any of Landlord’s rights or remedies provided for herein) be one at sufferance
from month-to-month with a minimum Base Rent in the amount of Three Thousand Dollars
($3,000) per month.

19. ESTOPPEL CERTIFICATE.Tenant shall from time to time, within ten (10) days after
request by Landlord, execute, acknowledge and deliver to Landlord a statement, which may be relied
upon by Landlord or any proposed assignee of Landlord’s interest in this Lease or any existing or
proposed mortgagee or ground Landlord, whether or not such certificate specifically identifies the
parties which may rely thereon, certifying that this Lease is unmodified and in full force and effect
(or that the same is in full force and effect as modified, listing the instruments of modification), the
dates to which Rent and other charges have been paid, and whether or not, to the best of Tenant’s
knowledge, Landlord is in default hereunder or whether Tenant has any claims or damages against
Landlord (and, if so, the default, claim and/or demand shall be specified) and such other information
as may be requested by Landlord.

20. QUIET ENJOYMENT. If Tenant shall pay the Rent when the same become due and
payable, and if Tenant shall keep, observe and perform all of the other terms, covenants and
agreements of this Lease, Tenant shall, at all times during the Term herein granted, peacefully and
quietly have and enjoy possession of the Premises without any hindrance by, from or through
Landlord, except for regulations imposed by any governmental or quasi-governmental agency on the
occupancy of Tenant or the conduct of Tenant’s business operations.

21. BROKERS. Tenant is a real estate broker and is representing himself in the lease of the
unit. In lieu of commission, tenant shall receive a rent credit of $475 for the month of September and
$475 for October to be applied toward the rent of those two months. Tenant agrees to indemnify and
hold Landlord harmless from and against any other claims by any broker, agent or other person
claiming a commission or other form of compensation by virtue of having dealt with Tenant with

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regard to this leasing transaction. The provisions of this Section 21 shall survive the termination of
this Lease.

22. HAZARDOUS SUBSTANCES. Tenant shall not permit any “Hazardous Substances”
to be used, stored, generated or disposed of on, in or under the Premises, except for those Hazardous
Substances which may lawfully be used in the ordinary course of business or in the operation of the
Premises; and then, only to the extent no laws pertaining to Hazardous Substances (“Environmental
Laws”) are violated in so doing. Tenant shall indemnify and hold Landlord harmless from and
against all claims, penalties, damages, costs and expenses (including reasonable attorneys’ fees)
incurred by Landlord as a consequence of Tenant’s breach of the foregoing obligation. Tenant shall
promptly furnish Landlord with copies of any notices filed or received by Tenant, relating to Tenant's
compliance with Environmental Laws. For purposes of this Lease, “Hazardous Substances” means
any substance that is toxic, radioactive or corrosive and that is, in the form, quantity, condition and
location then existing, regulated by any governmental agency. Not included in the meaning of
Hazardous Substances are substances typically found or used in general retail applications and items
commonly found in telecommunications equipment, so long as: (a) those substances and any
equipment which generates the Hazardous Substances are maintained only in quantities as are
reasonably necessary for Tenant’s operations in the Premises; (b) those substances are used strictly
in accordance with the manufacturer’s instructions; (c) those substances are not disposed of in or
about the Building in a manner which would constitute a release or discharge; and (d) those
substances and any equipment which generate the Hazardous Substances are removed from the
Building by Tenant upon the expiration or earlier termination of this Lease. The provisions of this
Section 22 shall survive the expiration or termination of this Lease.

23. SIGNAGE. Subject to Landlord’s prior written approval, Tenant shall have the right to
install customary retail signage, provided Tenant complies with the requirements of all local
ordinances and governmental authorities. Tenant shall not make any changes to such signage, or
place any advertising, banner, display or poster in the windows or doors of the Premises without
Landlord’s prior written approval.

24. FORCE MAJEURE. If either party is delayed, hindered or prevented from the
performance of an obligation under this Lease because of strikes, lockouts, labor troubles, the
inability to procure materials, power failure, restrictive governmental laws or regulations, riots,
insurrection, war or another reason not the fault of or beyond the reasonable control of the party
delayed (collectively, “Force Majeure”), then performance of the act shall be excused for the period of
the delay; provided, however, the foregoing shall not: (A) relieve Tenant from the obligation to pay
Rent, except to the extent Force Majeure delays the Commencement Date; and (B) be applicable to
delays resulting from the inability of a party to obtain financing or to proceed with its obligations
under this Lease because of a lack of funds.

25. EXCULPATION. The word “Landlord” is used herein to include the Landlord named
above and any subsequent owner of such Landlord’s interest in the Property in which the Premises is
located, as well as their respective heirs, personal representatives, successors and assigns, each of
whom shall have the same rights, remedies, powers, authorities and privileges as it would have had it
originally signed this Lease as Landlord, including the right to proceed in its own name to enter
judgment by confession or otherwise. Landlord’s obligations hereunder shall be binding upon
Landlord only for the period of time that Landlord is in ownership of the Property and, upon
termination of that ownership, Tenant, except as to any obligations which have then matured, shall
look solely to Landlord’s successor in interest in the Property for the satisfaction of each and every
obligation of Landlord hereunder. Neither Landlord nor any principal, member or manager of
Landlord, whether disclosed or undisclosed, shall be under any personal liability with respect to any
of the provisions of this Lease. If Landlord shall default in the performance of Landlord’s obligations
under this Lease or otherwise, Tenant shall look solely to Landlord’s equity interest in the Property
for the satisfaction of Tenant’s remedies. It is expressly understood and agreed that Landlord’s

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liability under the terms, covenants, conditions, warranties and obligations of this Lease shall in no
event exceed Landlord’s equity in the Property.

26. TENANT DEFAULT AND LANDLORD’S REMEDIES.

(a) The occurrence of any of the following shall constitute an event of default (each an
“Event of Default”) under this Lease:

(i) A failure by Tenant to pay, when due, any installment of Rent hereunder or
any such other sum herein required to be paid by Tenant;

(ii) The vacation or abandonment of the Premises by Tenant;

(iii) Failure of Tenant to maintain any insurance required to be maintained


hereunder;

(iv) The assignment, mortgaging, pledging or encumbering of this Lease or the


subletting of all or any portion of the Premises without Landlord’s prior written consent;

(v) Tenant’s failure to observe and perform any other provision or covenant of
this Lease to be observed or performed by Tenant, where such failure continues for fifteen (15) days
after written notice thereof from Landlord to Tenant;

(vi) The filing of a petition by or against Tenant or Guarantor for adjudication as


bankrupt or insolvent, or for its reorganization, or for the appointment pursuant to any local, state or
federal bankruptcy or insolvency law of a receiver or trustee of Tenant’s or Guarantor’s property;
provided, however, that if any such action is commenced against Tenant or Guarantor, the same
shall not constitute an Event of Default if Tenant or Guarantor causes the action to be dismissed
within thirty (30) days after the filing of same.

(b) If there shall occur an Event of Default, then, and in that event:

(i) The whole Rent for the balance of the Term of this Lease, or any part thereof
at the option of the Landlord, shall immediately, without notice, become due and payable as if by the
terms of this Lease the same were payable in advance on the date of such Event of Default.

(ii) As long as the whole Rent or any part thereof as aforesaid remains unpaid,
Landlord may at any time thereafter, re-enter and repossess the Premises and any part thereof and,
without being obligated to do so, attempt to relet all or any part of the Premises for the account of
Tenant for and upon such terms and to such persons or entities and for such period of time as
Landlord, in its sole discretion, shall determine, including a term beyond the termination of this
Lease. Landlord shall not be obligated to mitigate its damages except as expressly required by
applicable law. For the purpose of such reletting, Landlord may make repairs, changes, alterations,
or additions in or to the Premises to the extent deemed by Landlord to be reasonably necessary or
convenient; and the costs of such repairs, changes, alterations or additions shall be charged to and be
payable by Tenant as Additional Rent hereunder, along with any reasonable brokerage and legal fees
expended by Landlord in connection with such reletting. Any sums collected by Landlord from any
new tenant obtained on account of the Tenant shall be credited against the balance of the Rent due
hereunder as aforesaid.

(iii) At any time after any Event of Default shall occur, Landlord shall serve notice
upon Tenant that this Lease and the Term hereof shall cease and expire and become absolutely void
on the date specified in such notice, to be not less than ten (10) days after the date of such notice. At
the expiration of the time set forth in such notice, this Lease and the Term, as well as all of the right,

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title and interest of the Tenant hereunder, shall wholly cease and expire and become void in the same
manner and with the same force and effect (except as to Tenant’s liability) as if the date fixed in such
notice were the date herein specified for expiration of the Term. Thereupon, Tenant shall
immediately quit and surrender to Landlord the Premises, and Landlord may enter into and
repossess the Premises by summary proceedings, detainer, ejectment or otherwise, and remove all
occupants thereof and, at Landlord’s option, any property thereon without being liable to indictment,
prosecution or damage therefor.

(iv) In the event Landlord obtains a judgment against Tenant, Landlord or any
person acting under Landlord may enter the Premises and without further demand, proceed by
distress and sale of the goods there found to be credited against the Rent due, and all costs and
officers’ commissions, including storage costs and watchmen’s wages. In such case, all costs, officers’
commissions and other charges shall immediately attach and become part of the claim of Landlord
for Rent due and owing, and any tender of Rent without said costs made after the issue of warrant of
distress shall not be sufficient to satisfy the claim of Landlord.

(v) If proceedings shall be commenced by Landlord to recover possession of the


Premises, either at the end of the Lease Term or upon occurrence of any Event of Default, Tenant
expressly waives all right to notice in excess of ten (10) days required by the Act and agrees that in
either or any such case, ten (10) days’ notice shall be sufficient.

(vi) CONFESSION OF JUDGMENT. THIS SECTION 26(b)(vi)


GRANTS TO LANDLORD THE RIGHT TO CONFESS JUDGMENT AGAINST TENANT
FOR MONEY AND FOR EJECTMENT AFTER THE OCCURRENCE OF AN EVENT OF
DEFAULT OR IF TENANT FAILS TO VACATE THE PREMISES AT THE END OR UPON
EARLIER TERMINATION OF THE TERM OF THIS LEASE. PENNSYLVANIA COURTS
HAVE HELD THAT A TENANT CAN WAIVE ITS DUE PROCESS RIGHTS AGAINST A
DEPRIVATION OF HEARING AND NOTICE WHEN IT VOLUNTARILY, KNOWINGLY
AND INTELLIGENTLY CONSENTS TO AN AGREEMENT CONTAINING A COGNOVIT,
(MEANING, CONFESSION OF JUDGMENT) CLAUSE. THEREFORE, IN CONNECTION
WITH ANY JUDGMENT CONFESSED BY LANDLORD UNDER THIS LEASE OR
LANDLORD’S EXECUTION UPON ANY SUCH JUDGMENT, TENANT HEREBY
KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND, UPON ADVICE OF SEPARATE
COUNSEL AND/OR THE OPPORTUNITY TO CONSULT WITH SEPARATE COUNSEL,
UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO PRIOR
NOTICE AND AN OPPORTUNITY FOR HEARING UNDER THE RESPECTIVE
CONSTITUTIONS AND LAWS OF THE UNITED STATES AND THE COMMONWEALTH
OF PENNSYLVANIA.

Initials of Authorized Signatory of Tenant

(A) CONFESSION OF JUDGMENT/EJECTMENT. UPON THE


OCCURRENCE OF ANY EVENT OF DEFAULT, AND ALSO WHEN THE TERM HEREBY
CREATED SHALL HAVE EXPIRED, TENANT HEREBY AUTHORIZES AND
EMPOWERS ANY PROTHONOTARY OR ANY ATTORNEY OF ANY COURT OF
RECORD TO APPEAR FOR TENANT, WITHOUT INCURRING LIABILITY TO TENANT
FOR SO DOING, IN ANY ACTION AND TO CONFESS JUDGMENT IN EJECTMENT IN
ANY COMPETENT COURT WITHIN THE COMMONWEALTH OF PENNSYLVANIA
AGAINST TENANT AND AGAINST ALL PERSONS CLAIMING BY, THROUGH OR
UNDER TENANT, FOR THE RECOVERY BY LANDLORD OF POSSESSION OF THE
PREMISES, FOR WHICH THIS LEASE OR A COPY HEREOF VERIFIED BY AFFIDAVIT
SHALL BE A GOOD AND SUFFICIENT WARRANT; WHEREUPON, IF LANDLORD SO
DESIRES, A WRIT OF POSSESSION WITH CLAUSES FOR COSTS, TOGETHER WITH
A REASONABLE ATTORNEYS’ FEE OF NOT LESS THAN TWO THOUSAND FIVE

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HUNDRED DOLLARS ($2,500) MAY ISSUE FORTHWITH WITH OR WITHOUT ANY
PRIOR WRIT OR PROCEEDING WHATSOEVER. SUCH AUTHORITY SHALL NOT BE
EXHAUSTED BY ANY ONE OR MORE EXERCISES THEREOF, BUT JUDGMENT MAY
BE CONFESSED FROM TIME TO TIME AS OFTEN AS ANY EVENT OF DEFAULT
SHALL HAVE OCCURRED OR BE CONTINUING, AND SUCH POWERS MAY BE
EXERCISED DURING AS WELL AS AFTER THE EXPIRATION OR TERMINATION OF
THE TERM.

Initials of Authorized Signatory of Tenant

(B) CONFESSION OF JUDGMENT/MONEY DAMAGES.


UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT ARISING FROM THE NON-
PAYMENT OF RENT RESERVED OR PAYABLE HEREUNDER OR ARISING FROM THE
NON-PAYMENT OF ANY OTHER SUMS DUE FROM TENANT HEREUNDER, TENANT
HEREBY AUTHORIZES AND EMPOWERS ANY PROTHONOTARY OR ANY
ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR TENANT AND CONFESS
JUDGMENT FOR THE AMOUNT THEN DUE AND OWING TO LANDLORD FOR
UNPAID RENT IN ANY COMPETENT COURT WITHIN THE COMMONWEALTH OF
PENNSYLVANIA, WITHOUT INCURRING LIABILITY TO TENANT FOR SO DOING, IN
ANY AND ALL ACTIONS WHICH MAY BE BROUGHT FOR SAID RENT AND SAID
OTHER SUMS AND TO CONFESS JUDGMENT AGAINST TENANT FOR ALL OR ANY
PART OF SAID RENT AND SAID OTHER SUMS, INCLUDING, BUT NOT LIMITED TO,
THE AMOUNTS DUE FROM TENANT TO LANDLORD ON ACCOUNT OF ANY EVENT
OF DEFAULT HEREUNDER OR, AT LANDLORD’S OPTION, SUCH RENT FOR THE
ENTIRE UNEXPIRED BALANCE OF THE TERM, AND FOR INTEREST AND COSTS,
TOGETHER WITH A REASONABLE ATTORNEYS’ FEE OF NOT LESS THAN TWO
THOUSAND FIVE HUNDRED DOLLARS ($2,500), FOR WHICH THIS LEASE OR A
COPY HEREOF VERIFIED BY AFFIDAVIT SHALL BE A GOOD AND SUFFICIENT
WARRANT. SUCH AUTHORITY SHALL NOT BE EXHAUSTED BY ANY ONE OR MORE
EXERCISES THEREOF, BUT JUDGMENT MAY BE CONFESSED AS AFORESAID
FROM TIME TO TIME AS OFTEN AS ANY EVENT OF DEFAULT SHALL HAVE
OCCURRED OR BE CONTINUING, AND SUCH POWERS MAY BE EXERCISED AS
WELL AFTER THE EXPIRATION OF THE TERM.

Initials of Authorized Signatory of Tenant

(C) Affidavit of Default. In any action to confess judgment against


Tenant hereunder, Landlord shall cause to be filed in such action an affidavit setting forth the facts
necessary to authorize the entry of judgment and if a true copy of this Lease (and of the truth of the
copy, such affidavit shall be sufficient proof) be filed in such action, it shall not be necessary to file
the original as a warrant of attorney, notwithstanding any law, rule of court, custom or practice to the
contrary.

(D) TENANT WAIVER. TENANT SPECIFICALLY


ACKNOWLEDGES THAT IT HAS KNOWINGLY, INTENTIONALLY, VOLUNTARILY
AND IRREVOCABLY WAIVED CERTAIN DUE PROCESS RIGHTS TO A
PREJUDGMENT HEARING BY AGREEING TO THE TERMS OF THIS PARAGRAPH
REGARDING CONFESSION OF JUDGMENT. TENANT FURTHER SPECIFICALLY
AGREES THAT, IN THE EVENT OF DEFAULT, LANDLORD MAY PURSUE MULTIPLE
REMEDIES INCLUDING OBTAINING POSSESSION OF THE PREMISES PURSUANT
TO A JUDGMENT BY CONFESSION AND ALSO OBTAINING A MONEY JUDGMENT
FOR PAST DUE AND ACCELERATED AMOUNTS AND EXECUTING UPON SUCH

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JUDGMENT. FURTHERMORE, TENANT SPECIFICALLY WAIVES ANY CLAIM
AGAINST LANDLORD AND LANDLORD’S COUNSEL FOR VIOLATION OF TENANT’S
CONSTITUTIONAL RIGHTS IN THE EVENT THAT JUDGMENT IS CONFESSED
PURSUANT TO THIS PARAGRAPH. TENANT ACKNOWLEDGES THAT THE
EXECUTION OF THIS LEASE BY LANDLORD HAS BEEN MATERIALLY INDUCED BY,
AMONG OTHER THINGS, THE INCLUSION IN THIS LEASE OF SAID RIGHTS TO
CONFESS JUDGMENT AGAINST TENANT. TENANT FURTHER ACKNOWLEDGES
THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS SAID PROVISIONS WITH
TENANT’S INDEPENDENT LEGAL COUNSEL, AND AS EVIDENCE OF SUCH FACT AN
AUTHORIZED OFFICER OF TENANT SIGNS HIS OR HER INITIALS IN THE SPACE
PROVIDED BELOW.

Initials of Authorized Signatory of Tenant

(vii) In the event of a breach or threatened breach by Tenant of any of the


agreements, conditions, covenants or terms hereof, Landlord shall have the right of injunction to
restrain the same, and the right to invoke any remedy allowed by law or in equity, whether or not
other remedies, indemnity or reimbursements are herein provided. The rights and remedies given to
Landlord in this Lease are distinct, separate and cumulative remedies, and no one of them, whether
or not exercised by Landlord, shall be deemed to be the exclusion of any of the others.

27. GOVERNING LAW. This Lease shall be governed by and construed in accordance with the
laws of the Commonwealth of Pennsylvania.

28. RECORDING. Neither this Lease nor any memorandum hereof shall be recorded
without Landlord’s prior consent.

29. WAIVER. LANDLORD AND TENANT WAIVE THEIR RESPECTIVE RIGHTS TO


TRIAL BY JURY IN ANY ACTION OR PROCEEDING IN CONNECTION WITH THIS LEASE OR
THE PREMISES.

30. ENTIRE AGREEMENT. It is expressly understood and agreed by and between the parties
hereto that this Lease sets forth all of the agreements, conditions and understandings between
Landlord and Tenant. This Lease supersedes any and all previous oral and written communications,
representations, understandings or agreements between the parties hereto. This Lease may be
amended or supplemented only by a writing that is signed by duly authorized representatives of both
Landlord and Tenant.

31. ATTORNEYS’ FEES. If Landlord employs the services of an attorney as a result of Tenant’s
default hereunder or in connection with a proposed assignment or sublease of this Lease of all or any
portion of the Premises, Tenant shall reimburse Landlord for all reasonable fees, costs and expenses
charged by such attorney, and such sums shall be considered Additional Rent.

32. SEVERABILITY. If any section, subsection, sentence, clause, phrase or requirement of this
Lease is contrary to law or laws subsequently enacted, or should be found contrary to laws in effect
during the Term or any renewal or extension thereof, the validity of the remaining portions of this
Lease shall not be affected thereby. The parties hereby agree that they would have agreed to each
section, subsection, sentence, clause, phrase or requirement herein irrespective of the fact that one
or more section, subsection, sentence, clause, phrase or requirement was contrary to law or during
the term or any renewal or extension thereof are found to be contrary to the law.

33. HEADINGS. The descriptive headings used herein are for convenience only and they are
not intended to indicate all of the matter in the sections which follow them. Accordingly, the

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descriptive headings shall have no effect whatsoever in determining the rights or obligations of the
parties.

[THIS SPACE LEFT BLANK INTENATIONALLY]

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IN WITNESS WHEREOF, the said parties, intending to be legally bound, have hereunto
set their hands and seals on the day of the year aforesaid.

LANDLORD:

223 Church Street, LLC,

a Pennsylvania limited liability company

By:

Name:

Title:

TENANT:
Morgan Francis LLC
A Pennsylvania limited liability company

By:
Name:
Title:

GUARANTOR:

Joseph M. Robins

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