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LEASE
This Lease made and entered into as of this 7th day of August, 1995,
by and between Hilvin Investment Corporation ("Lessor"), a Missouri
corporation with its principal office at 00000 Xxxxxx Xxxx, Xx. Xxxxx,
Xxxxxxxx 00000, and Allegiant Bank, a Missouri corporation with its principal
office at 0000 Xxxxx Xxxxx, Xx. Xxxxx, Xxxxxxxx 00000 ("Lessee"). For and in
consideration of the rents, covenants and agreements contained herein and
hereby agreed to be paid, the Lessor hereby leases to the Lessee, and the
Lessee hereby leases from the Lessor the premises hereinafter described, upon
the terms and conditions contained herein.
1. The Premises. The building and improvements located at 0000 Xxxxx
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Xxxxxxxxx Xxxxxxxxx, Xx. Xxxxx Xxxxxx, Xxxxxxxx, including the exclusive use
of not less than 11 parking spaces, and the non-exclusive use of all other
parking spaces, driveways and access roads in the "Ritz Center" strip shopping
center ("Strip Center") all as shown on the drawing attached hereto as
Exhibit A, and incorporated herein by this reference ("Premises"). The
location of the ATM and all signage shall be in accordance with that shown on
Exhibit A, subject to applicable laws and regulations.
2. Possession and Use. The Premises may be used for a commercial or
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retail bank and all related purposes, including without limitation the
operation of a bank with drive-up window and drive-up ATM.
3. Term. The term of this Lease shall be for ten (10) years commencing
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on the 1st day of January, 1996, and ending on the 31st day of December, 2005
("Initial Term"); provided however, that Lessee shall have immediate possession
of the building on August 2, 1995, and all rights and obligations of the
Lessor and Lessee applicable during the Lease term shall be equally applicable
from such date, except Lessee's obligations to pay Base Rent, real estate taxes
and common area costs, which obligations are specifically not imposed on
Lessee during this period; provided further, that if Lessee is not in default
under this Lease at the expiration of the Initial Term, Lessee shall have the
right to extend the term of this Lease for two (2) additional, consecutive
five (5) year terms ("Additional Term(s)"), upon the same terms and conditions
contained herein, except that the Annual Rental (as hereinafter defined) shall
be adjusted as set forth in Paragraph 4 herein (the Initial Term and any
Additional Terms are collectively referred to herein as "Term"). If Lessee
does not wish to extend the Initial Term or any Additional Term for an
Additional Term, Lessee shall provide Lessor with written notice thereof at
least six (6) months prior to expiration of the Initial or Additional Term,
as the case may be. In the absence of Lessee providing such notice, the Term
shall be deemed extended automatically.
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Notwithstanding the foregoing, Lessee shall have the absolute right to
terminate this Lease effective as of December 31, 2000, provided that Lessee
is not in default under this Lease at the time Lessee provides written notice
of termination to Lessor. Lessee shall provide Lessor with such written notice
on or before April 1, 2000, together with Ten Thousand Dollars ($10,000.00)
as a termination fee and shall continue to make required rental payments
through and including that due on December 1, 2000.
4. Annual Rental. During years one through five of the Initial Term,
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Lessee shall pay to Lessor, beginning on the first day of January, 1996
("Rent Commencement Date") and continuing thereafter on the first day of each
month during years one through five of the Initial Term, monthly rent of
Two Thousand Three Hundred and no/100 Dollars ($2,300.00) ("Base Rent") in
advance, on the first day of each month thereafter. During years six through
ten of the Initial Term, the Base Rent shall be Three Thousand One Hundred and
no/100 Dollars ($3,100.00). During the Additional Terms, the Base Rent shall be
increased on the first day of such Additional Term (the "Adjustment Date") by
an amount equal to the Base Rent in the immediately preceding Initial or
Additional Term (as such Base Rent may have been increased or decreased in
accordance with this Paragraph) multiplied by the CPI Adjustment. The CPI
Adjustment is a fraction, the numerator of which is the "CPI" (as defined
herein) as reported three (3) months prior to the Adjustment Date, and the
denominator of which is determined as follows:
(i) As to the increase to be determined on the Adjustment Date for the
first Additional Term, the denominator is the CPI, as last reported for the
month of the Rent Commencement Date,
(ii) As to the increase to be determined on the Adjustment Date for the
second Additional Term, the denominator is the CPI as last reported for the
month of the Adjustment Date for the First additional Term.
The term "CPI" is the Consumer Price Index for All Urban Consumers for
All Cities for All Items (1982 - 1984 = 100) which is published monthly by the
Bureau of Labor Statistics of the U.S. Department of Labor.
5. Assignment. This Lease may not be assigned, subleased or transferred
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without the Lessor's written consent, which consent shall not be unreasonably
withheld. If this Lease is assigned or the Premises or any part thereof sublet
without the written consent of the Lessor, or if the Lessee shall become the
subject of a court proceeding in bankruptcy or liquidating receivership or
shall make an assignment for the benefit of creditors, this lease may by such
fact or unauthorized act be cancelled at the option of the Lessor. Any
assignment of this
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lease or subletting of said Premises or any part thereof with the written
consent of the Lessor shall not operate to release the Lessee from the
fulfillment on Lessee's part of the covenants and agreements herein contained
to be by said Lessee performed, nor authorize any subsequent assignment or
subletting without the written consent of the Lessor.
6. Alterations & Additions by Lessee. Lessee shall not make any
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alterations or additions to the Premises nor make any contract therefor,
without first procuring Lessor's written consent, which shall not be
unreasonably withheld or delayed. All alterations, additions and improvements
made by Lessee to or upon the Premises except signs, cases, counters, or other
removable trade fixtures, shall at once, when made or installed, be deemed to
have attached to the freehold and to have become the property of Lessor. Any
trade fixtures or other personal property of the Lessee not permanently
affixed to the Premises shall remain the property of the Lessee and, provided
that Lessee is not in default under the terms of this lease, Lessee shall have
the right to remove the same from the Premises at any time during the lease
term. Lessee, at its expense, shall immediately repair any damage occasioned
to the Premises by reason of removal of any such trade fixtures or other
personal property.
Any penetration of the roof membrane made on the account of Lessee shall
be made only by roofers approved by Lessor, which shall not be unreasonably
withheld or delayed, and at Lessee's sole expense. Any repairs to the roof
required as a result of any acts of Lessee or its contractors shall be made by
Lessee at Lessee's sole expense. Lessee agrees to pay when due all sums of
money that become due for, or purporting to be due for, any labor, services,
materials, supplies or equipment alleged to have been furnished or to be
furnished to or for Lessee or its account, in, upon or about the Premises and
which may be secured by any mechanic's or other lien against the Premises
and/or Lessor's interest therein ("Lessee's Lien"). Lessor shall have the
right,but not the obligation (i) to demand that Lessee cause each such
Lessee's Lien to be fully discharged and released, (ii) to require Lessee to
promptly deposit with Lessor a surety bond in an amount sufficient, as
reasonably determined by Lessor, to protect and indemnify Lessor from any
and all loss or liability for any Lessee's Lien.
7. Lessee's Free Standing ATM Facility. Lessor hereby agrees that the
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Lessee may install a free standing ATM facility on the single parking space
shown on the site plan attached hereto as Exhibit "A", with said parking space
being marked "ATM" on site plan. Said ATM facility shall not occupy any more
space than that of the said designated parking space, and further shall be
accessible or usable from one side only, that being the Strip Center driveway
aisle of said parking space. It shall be the Lessee's sole cost, expense and
responsibility to install,
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maintain and provide security for said ATM facility. Lessee does not believe
that approval of St. Louis County is necessary to construct the ATM facility,
but if Lessee learns that such approval is required, Lessee agrees to notify
Lessor that Lessee has applied to St. Louis County for approval to construct
and operate the ATM facility at the time Lessee submits such application.
8. Repairs. Lessor shall keep the foundations and structural supporting
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members of the Premises in good order, condition and repair. Lessee agrees to
keep clean, repair and maintain in good order and condition and to replace
whenever necessary all portions of the Premises not enumerated in paragraph 11
including but not limited to the nonstructural interior portions of the
Premises, the show windows and moldings, doors, closures, windows, plate and
window glass, the floors, and to assume and pay for the general maintenance,
cleaning, repair and replacement where necessary of the plumbing, electric and
sewage systems, facilities, and appliances which are located within the
interior of the Premises, and the entire heating and air conditioning system.
Lessee shall, at its expense in the spring and fall of each year, have a
preventative maintenance service call made by a reputable contractor acceptable
to Lessor for the purpose of inspecting, cleaning, maintaining and servicing
the heating and air conditioning system. Lessee shall make available upon the
request of Lessor a copy of the service report or paid invoice by June 1st and
November 1st respectively. Lessor, at its option, may have said spring and fall
service calls performed, the cost of which shall be paid by Lessee. Lessee will
keep the inside and outside of all glass in the doors and windows of the
Premises clean. Should Lessee fail to maintain and repair Premises as deemed
necessary by Lessor, Lessor may make such repairs at Lessee's expense and
Lessee shall promptly reimburse Lessor for the cost thereof. The Lessor or its
legal representatives may, at all reasonable hours, enter upon said Premises
for the purpose of examining the condition thereof and making such repairs as
Lessor deems necessary and to exhibit Premises to prospective purchasers or
lessees. Lessor shall not interrupt or interfere with Lessee's use of the
Premises in connection with such inspections or repairs except as may be
reasonably necessary under the circumstances.
9. Damage to Premises. If the Premises shall be damaged by fire or
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other casualty so as to render the premises partially or totally untenantable
for 90 days, Lessor or Lessee may elect to cancel this Lease by written notice
of cancellation given within 30 days after the date of such damage or other
casualty and thereupon this Lease shall cease and terminate, and Lessee
shall vacate and surrender the Premises to Lessor. Upon termination of this
Lease as aforesaid, Lessee's liability for the rents reserved hereunder shall
cease as of the effective date of the termination of this Lease. Unless this
Lease is
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terminated as aforesaid, this Lease shall remain in full force and effect and
Lessor shall repair and restore, as expeditiously as reasonable possible, the
Premises to a condition at least as good as prior to the fire or other
casualty. Lessee shall replace its trade fixtures, decorations, and contents
in the Premises in a manner and to at least a condition equal to that existing
prior to the damage or destruction. The proceeds of all insurance carried by
Lessor or Lessee on the Premises shall be used for the purpose of such repair,
restoration or replacement of the Premises, trade fixtures, decorations and
content. If this Lease is not terminated as aforesaid, rent shall be
reasonably abated during any time period after such damage or casualty in which
the Premises are partially or totally untenantable.
10. Real Estate Taxes. As additional fixed minimum rental for each
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calendar year of the term of this lease and any renewal thereof, Lessee
covenants and agrees to pay its pro-rata share of all real estate taxes
(including assessments for local improvements) levied or assessed upon the
Strip Center or any part thereof, for each calendar year during the term
hereof. Lessee's pro-rata share of real estate taxes shall be Eleven &
Three-Fourths Per Cent (11.75%) which is based on the real estate taxes
allocable to the Premises herein for 1994 = $3,427.36 as a per cent of the
total 1994 real estate taxes on the Strip Center = $29,182.99. If after the
commencement of the lease hereof, any land, buildings and/or structures are
added to or removed from the Strip Center, equitable adjustments shall be made
to Lessee's pro-rata share of real estate taxes effective forward from the
date of said addition or removal. The charge required hereunder shall be paid
by Lessee to Lessor in monthly installments in such amounts as are reasonably
estimated by Lessor at the beginning of a calendar year or as designated by
Lessor, each such installment being due on the first day of each month. Within
120 days after each calendar year, Lessor shall make available for Lessee's
inspection Lessor's tax records for such preceding year, and the balance (or
refund) shall be paid promptly thereafter within 10 days. Lessee's pro-rata
share of real estate taxes shall be equitably adjusted for fractional lease
years, if any, hereunder.
11. Common Areas. In addition to the Premises hereinabove mentioned,
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Lessee and its agents, employees, successors, assigns, licensees, invitees,
sublessees, concessionaires, customers, suppliers and patrons shall have the
non-exclusive right, subject to the reasonable regulations of the Lessor, in
common with others entitled thereto to use and enjoy throughout the term of
this lease, the "Common Areas" of the Strip Center, to wit: such areas,
improvements, space, equipment, and special services in or at the Strip Center
as determined by Lessor from time to time to be devoted to the general use of
all of the tenants of the Strip Center and their employees, customers, and
other invitees, including without limitations, parking areas, driveways,
entrances, exits, landscaped areas, lighting facilities, curbs,
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retaining walls, exteriors of outside walls of the building(s), roofs,
canopies, and downspouts of building(s), hallways, stairs, washrooms, water
and sewerage systems, sidewalks, and the like as applicable. The Lessor may
from time to time designate appropriate portions of the parking area as areas
for the parking of motor vehicles of employees, agents, customers, patrons, and
concessionaires of certain tenants and occupants of the Strip Center. Lessee
shall comply with such designations and shall require its employees, agents,
customers, patrons and concessionaries to comply with such designations made
by the Lessor from time to time, and authorizes Lessor to have towed, at
Lessee's expense, those cars that fail to comply with such designations.
Lessor will use its best efforts to require the employees, agents, customers,
patrons and concessionaries of other tenants and occupants of the Strip Center
to comply therewith. The common areas shall be subject to the exclusive
control and management of Lessor, and Lessor shall have the right to establish
and modify, change and enforce reasonable rules and regulations with respect
to the common areas, and Lessee agrees to abide by and conform with such rules
and regulations.
12. Common Area Costs. As additional fixed minimum rental for each
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calendar year of the term of this lease and any renewal thereof, Lessee
covenants and agrees to pay its pro-rata share of the common area costs. Common
area costs shall include all of the Lessor's costs and expenses of every kind
and nature, whether directly incurred or through an independent contractor(s),
of operating, managing, equipping, lighting, cleaning, replacing,
reconstructing, insuring, maintaining, securing, and protecting the common
areas. Lessee's pro-rata share of common area costs shall be determined by
multiplying the total of the common area costs for the calendar year such costs
are incurred by the same percentage as cited above in the paragraph entitled
"Real Estate Taxes" as equitably adjusted. The charge required hereunder shall
be paid by Lessee to Lessor in monthly installments in such amounts as are
reasonably estimated and billed by Lessor commencing and ending on the dates
designated by Lessor, each such installment being due on the 1st day of each
month and shall be added to the monthly rental payment. Within 120 days after
the end of the calendar year, Lessor shall make available for Lessee's
inspection Lessor's records of expenses for such common areas for such
preceding period, and the balance (or refund) due shall be paid promptly
thereafter within 10 days.
13. Rules & Regulations. Lessee shall comply with all the rules and
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regulations for the use and occupancy of the Strip Center as such rules and
regulations may from time to time be reasonably promulgated by the Lessor for
the best interests of the Strip Center. Lessor shall have no liability for
violation by any tenant of any rules or regulations, nor shall such violation
by any other tenant excuse the Lessee from compliance with said rules and
regulations. Such rules and regulations
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established by Lessor shall not be inconsistent with the terms of this lease,
and no rule or regulation shall be enforced or imposed against Lessee which
would result in Lessee being unable to use the premises for its intended
purpose or which would otherwise prevent lessee from conducting and carrying
on its ordinary business in the Premises. Any violation of any such rules or
regulations by Lessee shall constitute a breach of this lease.
14. Default. (a) Failure on the part of Lessee to pay any sum due under
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this lease,or (b) failure to remedy any default with respect to any of the
other provisions, covenants or conditions of this lease to be kept or
performed by Lessee within 30 days after written notice, or (c) abandonment of
the Premises or breach of any obligation under this lease which cannot be
cured, shall at the option of the Lessor cause the forfeiture of this lease
and the Lessor shall have the following remedy:
Ten days after notice, Lessee will quit and deliver up possession of said
Premises, and all additions, alterations and improvements thereof to Lessor.
Should Lessee not surrender said Premises, Lessor may re-enter and take
possession of said Premises and all additions, alterations and improvements
thereon, with or without due process of law, and eject all parties in
possession thereof therefrom using such force for that purpose as may be
necessary without being liable to any prosecution for said re-entry or the use
of such force. It is hereby understood, and Lessee hereby covenants with the
Lessor, that such or any forfeiture, annulment or voidance shall not relieve
the Lessee from the obligation of the Lessee to make the monthly payments of
rent hereinbefore reserved, at the times and in the manner aforesaid; and in
case of any such default of the Lessee, the Lessor may re-let the said Premises
as the agent for and in the name of the Lessee at any rental readily
obtainable, applying the proceeds and avails thereof, first to the payment of
any such expense as the Lessor may be put to in re-entering and re-letting
and then to the payment of said rent as the same may from time to time become
due, and toward the fulfillment of the other covenants and agreements of the
Lessee herein contained, and the balance, if any, shall be paid to the Lessee;
and the Lessee hereby covenants and agrees that if the Lessor shall recover or
take possession of said Premises as aforesaid, and be unable to re-let and rent
the same so as to realize a sum equal to the rent hereby reserved, the Lessee
shall and will pay to the Lessor any and all loss of difference of rent for the
residue of the term hereof. Any amounts due Lessor by Lessee that are not paid
by Lessee within 30 days of the date due shall bear interest from the due date
at the rate of twelve percent (12%) per annum from the due date until the date
said amount is paid. Should Lessor or Lessee be required to take action to
collect any amounts due hereunder, or to enforce any covenant of this lease or
for the breach of any covenant herein, the prevailing party shall be
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entitled to recover reasonable attorney's fees, court and other costs to cure
said breach or default.
15. Surrender Upon Termination. Lessee will quit and deliver up the
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possession of the Premises to the Lessor or Lessor's heirs, successors, agents
or assigns, when this lease terminates by limitation or forfeiture in good
order and repair with all replacements thereto, with all window glass replaced,
if broken, and with all keys, locks, bolts, plumbing fixtures, elevator,
sprinkler, heating and air cooling appliances in as good order and condition
as the same are now, or may hereafter be made by repair in compliance with all
the covenants of this lease, save only the wear thereof from reasonable and
careful use. The Lessee agrees to pay double rent for each day the Lessee, or
anyone holding under the Lessee, shall retain the demised Premises after the
termination of this lease, whether by limitation or forfeiture. The Lessee
hereby gives to the Lessor the right to place and maintain its usual "For
Lease/Rent" signs upon the demised Premises, in a place that the same are
usually displayed for the last 180 days of this lease.
16. Abandoned Property. Any property of the Lessee or of any occupant
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of the Premises not removed from the Premises upon the termination of this
lease, whether by expiration or otherwise, shall be deemed abandoned and may be
handled, removed and disposed of by Lessor at the risk, cost, and expense of
Lessee, and Lessor shall in no event be responsible for any property so left in
or about the Premises, or for the value, preservation, or safekeeping thereof.
17. Condemnation. In the event the Premises or any part thereof be taken
by condemnation or otherwise, the following provisions shall be controlling:
(a) If the whole of the Premises shall be acquired or condemned by
eminent domain for any public or quasi-public use or purpose, then the term of
this Lease shall cease and terminate from the date that Lessee's use is
adversely affected by such condemnation or the date of title vesting in such
proceeding, which ever occurs first, and Lessee shall have no claim against
Lessor for the value of any unexpired term of this Lease;
(b) If any part of the Premises shall be acquired or condemned by
eminent domain for any public or quasi-public use or purpose, and such partial
taking or condemnation shall render the Premises unsuitable for the business
of the Lessee, in Lessee's reasonable judgment, then the term of this Lease
shall cease and terminate from the date that Lessee's use is adversely affected
by such condemnation or the date of title vesting in such proceeding, which
ever occurs first, and lessee shall have no claim against Lessor for the value
of any unexpired term of this Lease. In the event the partial taking or
condemnation is not
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extensive enough to render the Premises unsuitable, in Lessee's reasonable
judgment, for the business of Lessee, then the Lessor shall promptly restore
the Premises to a condition comparable to its condition at the time of such
condemnation, less the portion taken in such condemnation, and the Lease shall
thereafter continue in full force and effect and the parties shall agree upon
an abatement of the rental amount provided for herein.
(c) In the event of any condemnation or taking, either whole or partial,
the Lessee shall not be entitled to any part of the award as damages for such
condemnation, and the Lessor is to receive the full amount of such award, the
Lessee hereby expressly waiving any right or claim to any part thereof; except
that Lessee shall be entitled to receive and retain any amounts which may be
specifically awarded to it in such condemnation proceedings.
For the purposes of this paragraph, a voluntary sale or conveyance in
lieu of condemnation, but under threat of condemnation, shall be deemed an
appropriation or taking under the power of eminent domain, and covered by the
terms of this Paragraph 12.
18. Subordination. This lease is subject and subordinate to all ground
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and underlying leases and to all deeds of trust or mortgages which may now or
hereafter affect the real property of which the Premises form a part, and to
all renewals, modifications and extensions thereof; provided however, that such
subordination contemplates that so long as Lessee shall not be in default in
payment of rents or any other terms and conditions of this lease, its occupancy
of the demised Premises shall not be disturbed. This clause shall be
self-operative and no further instrument of subordination shall be required by
any mortgagee but shall be provided by Lessee if demanded by any such
mortgagees.
19. Attornment. Lessee agrees that in the event of a sale, transfer or
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assignment of Lessor's interest in the Premises, or in the event of any
proceedings brought for the foreclosure or for the exercise of any power of
sale under any mortgage made by Lessor covering the Premises, to attorn to and
to recognize such transferee, purchaser,or mortgagee as Lessor under this
Lease.
20. Utilities. Lessee shall be responsible and pay for all utilities
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used for the Premises, including as applicable but not limited to gas,
electric, water, air conditioning refrigerant and sewer charges. If any
utilities are not separately metered, Lessee shall separately meter the
Premises for its use unless an alternate equitable basis is agreed upon to
allocate Lessee's share of the utility cost.
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21. Indemnities.
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(a) Lessee agrees to protect and save Lessor forever harmless and
indemnified against and from any penalty, damage or charges imposed for any
violation of any laws or ordinances occasioned by the neglect of Lessee.
Lessee further agrees to defend, pay, indemnify and save free and harmless
Lessor, from and against any and all claims, demands, fines, suits, actions,
proceedings, orders, decrees and judgments of any kind or nature and from and
against any and all costs and expenses, including reasonable attorney's fees,
resulting from or in connection with loss of life, bodily or personal injury
or property damages arising out of or on account of the negligence of Lessee,
its employees, agents, contractors, or invitees in or upon the Premises,
except claims arising out of the negligence of the persons seeking to be
indemnified against loss hereunder.
(b) Lessor agrees to defend, pay, indemnify and save free and harmless
Lessee, from and against any and all claims, demands, fines, suits, actions,
proceedings, orders, decrees and judgments of any kind or nature and from and
against any and all costs and expenses, including reasonable attorney's fees,
resulting from or in connection with loss of life, bodily or personal property
injury or property damages arising out of or on account the negligence of
Lessor, its employees, agents, contractors, or invitees in or upon the
Premises, except claims arising out of the negligence of the persons seeking
to be indemnified against loss hereunder.
22. Insurance. Lessee shall, at its own cost and expense, procure,
maintain and continue in force, in the names of Lessor and Lessee, from the
date of execution hereof and during the full term of this lease, fire and
extended coverage insurance (or other special broad form coverage), together
with insurance against vandalism and malicious mischief covering the building
and Premises herein for its full replacement cost, but in no event for any
amount less than $250,000. Lessee agrees that, at its own cost and expense, it
shall procure and continue in force, in the names of the Lessor and Lessee,
plate glass insurance as well as general liability insurance against any and
all claims for injuries to persons occurring in, upon or about the demised
Premises, including all damage from glass, fixtures or other appurtenances,
now, or hereafter erected upon the demised Premises, during the term of this
lease, such insurance, at all times to be in an amount not less than
One Million Dollars ($1,000,000) for injury to any one person and comprehensive
property damage insurance covering liability for damage to all property in the
amount of Two Hundred Thousand Dollars ($200,000). Lessor shall be entitled
to any proceeds or payments received from such insurance to the extent Lessor
incurred a loss to the Premises. Lessee shall provide Lessor with a certificate
of insurance evidencing said coverage. Lessee shall also
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maintain insurance covering its trade fixtures, merchandise, personal
property, furnishings and leasehold improvements and such proceeds shall
be used to repair or replace the property damaged unless this lease shall
cease and terminate under the terms hereinbefore provided. The insurance
limits in this paragraph shall be adjusted from time to time as agreed by
the parties to reflect customary increases on policy amounts for similar
strip center properties.
23. Signs. The Strip Center presently has a "Directory Sign"
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facing Lindbergh Blvd. on which there is a pylon reading "Wings & Things"
and also has a 6ft. wide x 8ft. high pylon sign facing Xxxxx Ferry Rd.
reading "Ritz Center". Lessor hereby agrees that the Lessee may have the
exclusive use of the pylon sign space reading "Wings & Things" on the
Lindbergh Directory Sign and the exclusive use of the lower 6ft. width x
5ft. height portion of the Xxxxx Ferry Rd. pylon sign. In compensation
and reimbursement for Lessor's cost of said signage, Lessee agrees to pay
Lessor the sum of Eight Thousand Three Hundred Fifty Dollars ($8,350.00)
for the exclusive use of said signage during the term hereof. This amount
shall be payable in three monthly installments of $2,783.33 each on the
1st day of October, November and December 1995. Said signage shall remain
the property of the Lessor and with the Strip Center. Further the Lessee
shall bear the full cost to replace or change the panels on said signs
for Lessee's signage. In addition to the aforementioned signage, Lessee
shall have the right to use any additional signage that complies with
applicable law or any duly granted variance.
24. Delivery of Premises. The Premises are delivered to and
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accepted by Lessee in its "as is" existing condition, it being
understood that the rental established herein has been predicated
upon Lessee making such improvements, alterations and repairs as are
necessary, provided that, at the onset of this lease, the structural
portions and roof of the demised Premises be in good order and condition,
and the heating and air-conditioning system (HVAC) be in good working
condition. If Lessee shall not have notified Lessor that (i) the
structural portions and roof are not in good order and condition within
90 days of the date hereof, and (ii) the HVAC of the demised Premises
are not in good order and condition within 180 days of the date hereof,
Lessee shall have acknowledged and deemed the adequacy of its condition
and shall be responsible for them, as otherwise provided in this lease.
25. Quiet Enjoyment. The Lessee, subject to keeping and performing
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all the terms and provisions of this lease, shall lawfully, peaceably
and quietly have, hold and enjoy the Premises during the term hereof
without hindrance or ejection by any persons lawfully claiming under
Lessor.
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26. Notice. Any notice to be given hereunder by the parties may
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be given in person or in writing by registered or certified mail, return
receipt requested, at the addresses of the parties hereinabove given
or at such address as is later designated in writing by the parties
hereto.
27. No Constructive Waiver. No waiver of any forfeiture, by
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acceptance of rent or otherwise, shall waive any subsequent cause of
forfeiture, or breach of any condition of this lease; nor shall
consent by the Lessor to any assignment or subletting of said Premises,
or any part thereof, be held to waive or release any assignee or
sub-lessee from any of the foregoing conditions or covenants as against
him or them; but every such assignee and sub-lessee shall be expressly
subject hereto. Whenever the word "Lessor" is used herein it shall be
construed to include the heirs, executors, administrators, successors,
assigns or legal representatives of the Lessor; and the word "Lessee"
shall include the heirs, executors, administrators, successors, assigns
or legal representatives of the Lessee and the words Lessor and Lessee
shall include single and plural, individual or corporation, subject
always to the restrictions herein contained, as to sub-letting or
assignment of this lease. This lease is governed by the laws of the State
of Missouri. The invalidity or unenforceability of any provision herein
shall not affect or impair the validity of any other.
28. Security Deposit. Lessee, contemporaneously with the execution
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of this lease, has deposited with Lessor the sum of Two Thousand Three
Hundred & no/100 Dollars ($2,300.00), receipt of which is hereby
acknowledged by Lessor. Said deposit shall be held by Lessor, without
liability for interest, as security for the faithful performance by Lessee
of all the terms, covenants and conditions of the lease by said lessee
to be kept and performed during the term hereof. If at any time during the
term of this Lease, any of the rent herein reserved shall be in default
and unpaid, or any other sum payable by Lessee to Lessor or otherwise
required to be expended by Lessee hereunder shall be in default and
unpaid, then the Lessor may at its option, appropriate and apply any
portion of said deposit to the payment of any such defaulted rent or other
sum. In the event of the termination of this lease, by the expiration
of time or otherwise, then at the option of Lessor, Lessor may appropriate
and apply said entire deposit, or so much thereof as may be necessary
to reimburse the Lessor for loss or damage sustained by Lessor due to
any breach of this lease by Lessee. Lessor's election to so utilize all
or a portion of said deposit shall not relieve Lessee of any obligation
in excess of the amount so applied. In the event the lease is not
terminated, but the entire deposit, or any portion thereof, be
appropriated and applied by Lessor under the terms and provisions hereof,
the Lessee shall, upon the written demand of Lessor, forthwith remit
to Lessor a sufficient amount in cash to restore said security to
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the original sum deposited, and Lessee's failure to do so within
ten (10) days of such written demand shall constitute a breach of this
lease. Should Lessee comply with all of said terms, covenants and
conditions hereof and promptly pay all of the rental herein and all
other sums payable by Lessee to Lessor or otherwise hereunder when due,
the said deposit, or the balance remaining therein, shall be returned
to Lessee at the termination of this lease by expiration of time or
otherwise, after Lessee has vacated the Premises.
29. Lessee's Cancellation Option. Through June 30, 1996, the
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Lessee shall have a one-time option, provided it is current on all Lease
payments, to cancel this Lease if Lessee does not receive regulatory
approval from the Federal Deposit Insurance Corporation ("FDIC") and
the State of Missouri to operate a bank on the Premises. To exercise this
cancellation option, Lessee must give written notice to Lessor within
thirty (30) days after the date of the denial, attaching to such notice
the written denial of the FDIC or State of Missouri, or a certification
of an officer of Lessee indicating that such denial was received.
In the event of any cancellation, the Lessor shall be entitled to
retain all sums paid by Lessee except that Lessee's Security Deposit
shall in the event of cancellation be returned by Lessor to Lessee in
accordance with the terms of paragraph 28 above. Further, this
commercial lease shall become null and void upon receipt of said
cancellation notice by Lessor and return by Lessor of Lessee's security
deposit.
30. Banking Authority. Notwithstanding any other provisions
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contained in this lease, in the event the Lessee is permanently closed
or taken over by the banking authority of the State of Missouri, or other
bank supervisory authority, the Lessor may terminate the lease only with
the concurrence of such banking authority or other bank supervisory
authority, and any such authority shall in any event have the election
either to continue, to assign, or to terminate the lease; provided, that in
the event this lease is terminated, the maximum claim of Lessor for
damages or indemnity for injury resulting from the rejection or abandonment
of the unexpired term of the lease shall in no event be in an amount
exceeding the rent reserved by the lease, without acceleration, for the
year next succeeding the date of the surrender of the Premises to the
Lessor, or the date of re-entry of the Lessor, whichever first occurs,
whether before or after the closing of the bank, plus an amount equal to
the unpaid rent accrued, without acceleration up to such date.
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IN WITNESS WHEREOF, the said parties aforesaid have duly executed
the foregoing instrument or caused the same to be executed the day and
year first above written.
LESSOR LESSEE
/s/ Xxxxxxx X. Xxx /s/ Xxxxx X. Xxxxx
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HILVIN INVESTMENT CORPORATION ALLEGIANT BANK
Xxxxxxx X. Xxx, President Xxxxx X. Xxxxx, President
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