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EXHIBIT 10.9
SHOPPING CENTER LEASE
This Lease is entered into by and between XXXXXXXX-XXXXXX PARTNERS, an
Indiana general partnership, hereinafter called "Landlord", and TOWER BANK,
hereinafter called "Tenant."
1) DESCRIPTION OF THE PREMISES. The Leased Premises are located in
Northbrook Village in an area depicted on the plot plan attached and marked
Exhibit "A." The Leased Premises contain approximately 2,600 square feet of
office space and three drive-up lanes and carry the address of 0000 Xxxx
Xxxxxx Xxxx.
2) TERM. The term of this lease shall be sixty (60) months, shall commence
on the 1st day of June 2000 and shall terminate on the 3lst day of May
2005.
3) RENT. The per square foot rental rate for the leased premises at the
inception of the lease is $10.34 per square foot. Tenant shall pay as total
rent the following:
06/01/00 - 05/31/01 $2,241.00 per month
06/01/01 - 05/31/02 $2,286.00 per month
06/01/02 - 05/31/03 $2,332.00 per month
06/0l/03 - 05/31/04 $2,378.00 per month
06/01/04 - 05/31/05 $2,426.00 per month
This lease shall commence and rental payments shall be made beginning with
the earlier of the date Tenant is open for business to the public or June
1, 2000.
Payments are due in advance on the first day of each month at 000 Xxxxx
Xxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx 00000, made payable to
Xxxxxxxx-Xxxxxx Partners. Rental payments not received by Landlord by the
15th day of the month in which the payment is due shall be assessed a late
charge of 2% of the delinquent payment.
4) OPERATING EXPENSES - Landlord shall be responsible for payment of the
following operating expenses which shall not become a part of prorata
Common Area Maintenance:
Structural Maintenance
Roof Maintenance
Landlord shall be responsible for payment of the following operating
expenses which shall become a part of the prorata Common Area Maintenance:
Real Estate Taxes
Exterior Maintenance
Parking Lot Maintenance
Snow Removal
Insurance
Grounds Maintenance
Northbrook Village Assn Dues
Trash Service
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Tenant shall be responsible for direct payment of the following operating
expenses:
Electricity
Water
Interior Maintenance
Cleaning Service
Natural Gas
Telephone Service
HVAC Maintenance
5) COMMON AREA MAINTENANCE. Landlord agrees to maintain parking areas,
sidewalks, and driveways; to keep the common areas reasonably clear of snow
and debris; and to provide for proper supervision of such areas as
necessary and adequately illuminate the parking and sidewalk areas during
business hours at night.
Tenant agrees to pay upon demand, in addition to the rent set forth herein,
a prorata share of the cost of operation of the common areas of the 32,000
square foot building known as Northbrook Village. Tenant is responsible for
8.13% of the Common Area Maintenance expense, which amount is estimated to
be $542.00 per month for the year 2000. Commencing January 2001 and
continuing each year thereafter, Landlord shall submit a recap of the prior
year of Common Area Maintenance expense as well as a budget for the
upcoming year. Should the prior year's estimates not be sufficient to cover
the actual expense, Tenant shall pay his prorata share of said shortfall.
If the estimates for the prior year were greater than the actual expenses,
said amount shall be carried forward for Common Area Expenses for the
upcoming year. Any amount payable by Tenant under this paragraph shall be
payable within 30 days after receipt.
6) CONSTRUCTION, ALTERATION AND ACCEPTANCE. Landlord will complete
construction at Landlord's expense, the store unit comprising the Leased
Premises according to plans and specifications as set forth in a contract
with Xxxxxxxxx Design/Build and dated January 26, 1999. The description of
the interior space of the Leased Premises is further described on Exhibit
"B" attached hereto and made a part hereof. Upon tenant completing the
tenant finish and taking occupancy, there shall be no material alterations
to the Leased Premises without the express written consent of Landlord.
7) POSSESSION AND USE. Tenant covenants that the premises shall be used
for financial services and shall not be used or permitted to be used
for any other purpose.
Tenant shall not use the common area of the shopping area or walks adjacent
to the Leased Premises for any display or storage of merchandise or use
such common area in any way that would interfere with the use of such areas
by the public or others without the express written consent of Landlord.
The premises shall not be used for any unlawful purpose or unlawful acts
committed thereon. Tenant shall not commit or permit waste or damage to the
premises. Tenant shall not use or permit the use of the leased property for
any purpose which, in the reasonable opinion of Landlord, would adversely
affect the then value or character of the leased property. Tenant will
comply with and obey all laws, regulations or orders of any governmental
authority, directions of the management, and building rules and
regulations.
Tenant shall not use any advertising media in or about the Leased Premises
that shall be deemed objectionable to the Landlord, other tenants or the
public, including, without limiting the generality thereof, loudspeakers,
phonographs, or radio broadcasts in a manner to be heard outside the Leased
Premises. Tenant shall not conduct any auction, fire, or bankruptcy sale in
the Leased Premises, install any exterior lighting or plumbing fixtures,
shades, awnings, or any exterior decorations or painting; or make any
changes in the storefront or exterior of the Leased Premises without the
previous written consent of Landlord.
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8) HOLDOVER - If Tenant shall occupy said premises, with or without the
consent of the Landlord, after the expiration of this Lease and option, if
exercised, and rent is accepted from Tenant, such occupancy and payment
shall be construed as an extension of this Lease for the term of one (1)
month only from the date of such expiration, and occupation thereafter
shall operate to extend this Lease but one (1) month at a time, unless
other terms of such extension are endorsed hereon in writing and signed by
the parties hereto. Monthly rental during any holdover period shall be one
hundred twenty-five percent (125%) of the monthly rent payable by Tenant
the month prior to the expiration of the Lease as well as Common Area
Maintenance expense referred to in Paragraph 5 above.
9) SURRENDER OF PREMISES - Tenant may, at any time, prior to or upon the
termination of this Lease or any renewal or extension thereof, remove from
the leased premises, all materials, equipment, and property of any sort or
nature installed by Tenant in the premises, provided that such property is
removed without substantial injury to the premises, and further provided
that no property shall be removed which was paid for by Landlord either
through actual installation, or from the granting of a Tenant finish
allowance. Any such property not removed by the expiration date of the
lease or renewals or extensions thereof, shall become the property of
Landlord. -
10) ASSIGNMENT OR SUBLETTING - This Lease shall not be assigned nor the
leased premises underlet, in whole or in part, nor shall said premises or
any part thereof be used by any parties other than the Tenant and its
employees, without the written consent of Landlord, which consent shall not
be unreasonably withheld, and if such consent be given, the Tenant shall
nevertheless remain primarily liable to perform all covenants and
conditions hereof and to guarantee such performance by its assignee or
sub-tenant.
11) RIGHTS RESERVED TO LANDLORD - Landlord reserves, and shall at all times
have the right to reenter the premises in any emergency and also to inspect
the same, and to alter, improve, remodel or repair the premises and any
portion of the real estate of which the premises are a part, without
abatement of rent and without incurring any liability to Tenant; therefore,
Tenant hereby waives, as against Landlord, any claim for damages for any
injury or inconvenience to or interference with Tenant's business, any loss
of occupancy or quiet enjoyment of the premises, and any other loss
occasioned thereby. Notwithstanding the foregoing, for security reasons,
Landlord shall not enter the premises without an employee or representative
of Tenant present.
12) DAMAGE BY FIRE OR OTHER CASUALTY - If, during the term of this Lease,
the real estate is so damaged by fire or other casualty that the real
estate or the premises are rendered unfit for occupancy, as determined by
Landlord and Tenant, and Landlord gives Tenant written notice to that
effect, then this Lease shall cease and terminate from the date of such
damage. In such case, Tenant shall pay the rent apportioned to the time of
damage and shall immediately surrender the premises to the Landlord upon
Landlord's request therefor. If, following damage to the premises for cause
other than by Tenant's acts or omissions to act, Landlord gives Tenant
written notice that it has determined that such damage can be repaired
within ninety (90) days from the date of damage, Landlord, if it so elects,
may enter and repair, and this Lease shall not be affected except that the
rent shall be apportioned and suspended while such repairs are being made
until the premises are again suitable for occupancy. If, however, such
damage is caused by Tenant's acts or failure to act, and Landlord elects,
in accordance with this paragraph, to repair, then Tenant's obligation to
pay rent shall not be suspended, nor shall such rent be apportioned but
Tenant shall be obligated to pay the full rent reserved in accordance with
the terms of this Lease during such period of repair.
13) SUBORDINATION - This Lease and Tenant's rights hereunder shall be
subject and subordinate at all times in lien and priority to any first
mortgage or other primary encumbrance now or hereafter placed upon or
affecting the Premises, and to any second mortgage or encumbrance with the
consent of the first mortgagee, and to all renewals, modifications,
consolidations and extensions thereof, without the necessity of any further
instrument or act on the part of Tenant. Tenant shall execute and deliver
upon demand any further instrument or instruments confirming the
subordination of this Lease to the lien of any such first mortgage or to
the lien of any other mortgage if requested to do so by Landlord with the
consent of the first mortgagee, and any further
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instrument or instruments of attornment that may be desired by any such
mortgagee or Landlord. Notwithstanding the foregoing, any mortgagee may at
any time subordinate its mortgage to this Lease, without Tenant's consent,
by giving notice in writing to Tenant, and thereupon this Lease shall be
deemed prior to such mortgage without regard to their respective dates of
execution and delivery, and in that event such mortgages shall have the
same rights with respect to this Lease as though this Lease had been
executed prior to the execution and delivery of the mortgage and had been
assigned to such mortgagee.
14) LIABILITY INSURANCE - Tenant agrees to protect and save Landlord
harmless from any claims for injuries to property or person resulting from
accident or other happenings on the premises, and Tenant shall provide,
maintain, and pay the cost of liability insurance insuring Landlord and
Tenant, as their respective interests may appear, against any and all
claims which may be established or made against Landlord for property
damage and for damages which may result from the death of or injury to any
person or persons who may be in the demised premises during the said term,
which said insurance shall be in the amount of One Hundred Thousand Dollars
($100,000.00) for property damage, and in the amount of at least Two
Hundred Fifty Thousand Dollars ($250,000.00) for the death of or injury to
one (1) person, and in the amount of at least Five Hundred Thousand Dollars
($500,000.00) for the death of or injury to two (2) or more persons.
15) CASUALTY INSURANCE - Landlord shall maintain, at all times during the
term of this Lease and any period of renewal, with respect to the leased
premises, insurance, including so-called "extended coverage" insurance,
insuring the building and the leased premises against loss or damage by
fire and the elements in an amount at all times equal to but not less than
eighty percent (80%) of the full insurable value of the building and
improvements and appurtenances thereto (other than for those improvements
to be installed by Tenant hereunder) with responsible insurance companies
authorized to transact such business in the State of Indiana. Tenant, under
no circumstances, shall be liable or responsible for the making of repairs
or replacements to such building or the leased premises as a result of
damage caused by any of the hazards covered by such policy provisions
during the term hereof or any renewal of such term. Provided, however,
notwithstanding the above and foregoing, in no event shall Landlord be
required to carry fire and extended coverage insurance upon those
improvements in the leased premises installed and made by Tenant nor shall
Landlord be required to carry such fire and extended coverage insurance
upon any of the personal property or contents of the Tenant at the leased
premises.
Each of the Landlord and Tenant hereby releases the other to the extent of
its insurance coverage, from any and all liability for any loss or damage
caused by fire or any of the extended coverage casualties, even if such
fire or other casualty shall be brought about by the fault or negligence of
the other party, or any persons claiming under it, provided, however, that
the reciprocal waivers herein contained shall not apply to any damage
resulting from the intentional act of the released party.
16) DEFAULTS AND REMEDIES - If Tenant shall allow the rental to be in
arrears more than ten (10) days after written notice from Landlord, or
shall remain in default under any other condition of this lease for a
period of twenty (20) days after written notice from Landlord, or should
any person other than Tenant secure possession of the Leased Premises or
any part thereof, by reason of any receivership, bankruptcy proceedings, or
other operation of law in any manner whatsoever, Landlord may, at its
option, without notice to Tenant, terminate this lease, or in the
alternative, Landlord may reenter and take possession of the Leased
Premises and remove all persons and property therefrom, without being
deemed guilty of any manner of trespass, and relet the Leased Premises or
any part thereof, for all or any part of the remainder of said lease term,
to a party satisfactory to Landlord, and at such rental as Landlord may
with reasonable diligence be able to secure. Should Landlord be unable to
relet after reasonable efforts to do so, or should such rental be less than
the rental Tenant was obligated to pay under this lease, or any renewal
thereof, plus the expense of reletting, the total amount of such deficiency
shall become immediately due and owing, and Tenant shall pay the total
amount of said deficiency to Landlord.
The termination of this lease by reason of a default by the Tenant shall
not affect the obligation to pay rental and all other obligations under
this lease. Such obligations shall continue until the Leased Premises have
been relet to another tenant on terms as favorable to the Landlord as this
lease. If by due diligence the Landlord is
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unable to relet the Leased Premises on terms as favorable to the Landlord
as this lease, then the Tenant shall be liable for any deficiency or other
damages. This paragraph shall be binding whether the termination is
affected by judicial process or otherwise.
All rights and remedies of Landlord and Tenant under this lease shall be
cumulative, and none shall exclude any other right or remedy at law. Such
rights and remedies may be exercised and enforced concurrently and whenever
and as often as occasion therefore arises. In addition to expenses arising
under this paragraph, Tenant shall be responsible for the payment of
reasonable attorneys fees in enforcing these provisions.
17) NOTICES - All notices and demands which may or are required to be given
by either party to the other hereunder shall be in writing and shall be
sent by United States certified or registered mail, addressed to Landlord
at 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx 00000; and
addressed to Tenant at the address shown for the leased premises or such
other address as Tenant may provide to Landlord.
18) SIGNAGE. Tenant shall be permitted signage and logo affixed to the
building provided that it conforms to the Northbrook Village Tenant
Exterior Sign Criteria attached as Exhibit "C" and is approved in writing
by Landlord. Tenant shall not affix to or upon the exterior of the Leased
Premises any other signs, banners, or awnings except with the prior written
consent of Landlord.
19) OPTION TO RENEW. Provided Tenant is not in default hereunder and that
this Lease is in full force and effect at the time, Tenant shall have two
consecutive five-year options to renew the term hereof. Each option shall
automatically renew unless notice is given in writing by Tenant to Landlord
at least six (6) months prior to the last day of the initial term or first
renewal term as the case may be that they elect not to renew. Upon such
renewal, the terms and conditions hereof shall remain in full force and
effect, except the monthly rental at the beginning of the first renewal
term shall be $2,618 and shall continue to escalate at the rate of 8% on
each anniversary date of the lease during the first renewal term and 2% on
each anniversary date of the lease during the second renewal term.
20) REGULATORY APPROVAL - The effectiveness of this lease is contingent
upon Tenant receiving regulatory approval from both State and Federal
regulatory agencies. Provided approval is received prior to the
commencement of this Lease, this contingency shall be waived and be of no
further force and effect.
21) RIGHT OF FIRST REFUSAL - Tenant shall be granted the right of first
refusal to lease the fourth drive-up lane which currently serves the
adjacent building. Prior to Landlord signing any lease or granting any
renewal options, Tenant shall be notified and have 30-days within which to
notify Landlord of their desire to lease or not to lease the fourth
additional day.
IN WITNESS WHEREOF, the parties have executed this document on the date(s)
indicated below.
XXXXXXXX-XXXXXX PARTNERS, an Indiana general partnership
BY: /S/ Xxxxxx X. Xxxxxxxxxx, General Partner Date: December 9, 1999
"Landlord"
TOWER BANK & TRUST COMPANY
BY: /S/ Xxxxx X. Xxxxxxxxxxx, Chief Financial Officer Date: December 6,
1999 "Tenant"
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Exhibit "A"
Proposed Footprint Building II (diagram)
2,600 Square Feet Tower Bank
Felderman Construction, Northbrook Village
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Exhibit "B"
Northbrook Village Scope of Description between Base Building and
Tenant Finish12/31/98
Item Base Building Tenant Finish
PERIMETER WALLS
Stud Framing Yes No
Drywall - Taped & Finished Yes No
Windows Yes No
Elec. Outlets @ 12' o.c. - Conduit
& Box to above ceiling Yes No
Wall Covering/Paint No Yes
Single Entry Doors Yes No
Window Xxxxx No Yes
Wall Base/Vinyl Base No Yes
RESTROOMS - ONE UNISEX - INSIDE OF RESTROOM ONLY
Stud Framing Yes No
Drywall - Taped & Finished Yes No
Wall Covering/Paint Yes No
Acoustical Ceiling Yes No
Wall Base/Vinyl Base Yes No
Floor Covering/VCT Yes No
Base Cabinet & Countertop Yes No
Plumbing
Fixtures Yes No
Vanity Yes No
HVAC
Equipment & Capacity Yes No
Distribution Ductwork No Yes
Exhaust Fan Yes No
Electrical - Lights & Power Yes No
DEMISING WALLS
Stud Framing Yes No
Drywall - Taped Finished Yes No
Wall Covering/Paint No Yes
Elec. Outlets @ 12' o.c. - Conduit &
Box to above ceiling Yes No
Wall Base/Vinyl Base No Yes
TYPICAL RETAIL AREA
Floor Covering No Yes
Acoustical Ceiling No Yes
HVAC
Equipment - Roof top unit &
Controls Yes No
Distribution Ductwork No Yes
Electric Water Heater Yes No
Electrical
Switch gear & Meter Yes No
100 to 600 amp - PDP Yes No
Power distribution No Yes
Temporary lighting Yes No
Light Fixtures No Yes
Concrete slab Yes No
EXTERIOR FEATURES
Wall Packs at rear of building Yes No
Soffit lighting under front canopy Yes No
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Exhibit "C"
NORTHBROOK VILLAGE
TENANT EXTERIOR SIGN CRITERIA
A. General Notes
These criteria have been established for the purpose of assuring an
outstanding shopping center and for the mutual benefit of all tenants.
Conformance will be strictly enforced. Any installed non-conforming or
unapproved signs must be brought into conformance at the expense of the
tenant. The Landlord is to administer and interpret the criteria.
1. All signs and graphics are subject to approval of the Landlord and the
Xxxxx County Department of Planning Services.
2. Each tenant shall submit or cause to be submitted to the Landlord for
approval before fabrication at least three copies of detailed drawings
indicating the location, size, layout, design and color of the proposed
signs, including all lettering and graphics.
3. All signs shall be constructed and installed at tenant's expense.
4. Tenant shall be fully responsible for the operations of tenant's sign
contractors.
5. All signs and their installation shall comply with all local building
and electric codes.
6. Electric service to all signs shall be on tenant's meter and shall not
be a part of common area operating costs.
7. Tenant shall be responsible for the fulfillment of all requirements of
these criteria.
B. Design and Construction Requirements
The following specifications shall govern the construction and installation
of tenant signage.
1. All signs are to be in the form of individual illuminated channel
letters mounted on a raceway.
2. Uppercase letters shall not exceed 30" in height and lowercase letters
shall not exceed 18" in height.
3. No sign shall have more than two lines of copy.
4. No part of any sign shall be located outside the 48" band which is in
the center of the 60" fascia of the building.
5. Individual tenant logo only may be installed on the face of the tower
within the fascia band.
6. Letter spread: Not to exceed length of 75% of storefront and shall be a
minimum of 2'0" from lease line. For example, a storefront measuring
40' can have a sign length not to exceed 30'; a storefront measuring
15' can have a sign length not to exceed 11'.
7. All letters shall be fabricated using full welded construction.
8. Interior of letters shall be painted a reflective white.
9. All letters are to be primed with self-etching primer and painted with
automotive enamel.
10. All penetrations of the building structure shall be neatly sealed in a
watertight condition.
11. All secondary wiring shall be housed in sealtite waterproof conduit.
12. The colors of the lighted channel letters shall be uniform.
Letter faces - Any primary color with no two adjacent signs the
same color
Neon color - #8300 white
Trim Cap - Gold
Letter sidewalls - Same as letter face
Raceway - Muslin 3034 to match fascia
13. All visible fasteners shall be painted to match the background.
