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EXHIBIT 10.3
LEASE AGREEMENT
THIS LEASE AGREEMENT, entered into this _____ day of ____________,
_____, by and between L.C.B. INVESTMENTS, L.L.C., an Indiana Limited Liability
Company (hereinafter referred to as "Owner") and LAFAYETTE COMMUNITY BANK, INC.,
an Indiana Corporation (hereinafter referred to as "Lessee"),
WITNESSETH THAT Owner and Lessee, in consideration of their mutual
undertakings, agree as follows:
1. Premises. Owner hereby leases to Lessee and Lessee hereby leases
from Owner real estate commonly known as 0 Xxxxx Xxxxxx Xxxxxx, located at
Lafayette, Tippecanoe County, Indiana, which consists of approximately 8,000
square feet located on two floors together with the right and privilege to use
the walks, driveways and parking areas surrounding the building, all hereinafter
referred to as the "Leased Premises".
2. Term of Lease. The original term shall commence on the _____ day of
____________, 2000, and shall end five (5) years thereafter ("original
termination date") unless sooner terminated.
3. Renewal Option. Lessee shall have the option to renew this Lease for
two (2) additional five (5) year terms by giving written notice of its intention
to renew One Hundred Twenty (120) days prior to expiration of any prior term. In
the event a continuing lease is not negotiated between Owner and Lessee prior to
One Hundred Twenty (120) days prior to its original termination date, the Owner
shall have the right, during the 120 day period and thereafter, to display "for
lease" signs upon the premises and to freely exhibit the leased premises to any
prospective lessees.
4. Rental. The base monthly rent during the five (5) years of the
original term of this Lease shall be Six Thousand Five Hundred Dollars
($6,500.00) per month. If the Lessee exercises any renewal options, the rent
shall be increased for such renewal term in direct proportion to the increase in
the Consumer Price Index from January 1, 2000 to date of renewal for Urban Wage
Earners and Clerical Workers (1967=100) For All Items, relating to the City of
Chicago area, published by the Bureau of Labor Statistics of the U.S. Department
of Labor.
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Any fractional part of a month included under the terms of
this Lease shall be pro-rated, and all rent shall be payable in advance on the
first day of each month during the term hereof. There shall be a late payment
penalty of five percent (5%) of the amount of the late installment of rent
commencing on the 6th day after rent is due. In addition to the late payment
penalty, delinquent rent shall bear interest at the rate of eighteen percent
(18%) per annum, together with attorney fees if the default and breach of this
Lease is pursued by Court proceedings. Lessee's Liability to pay rent or perform
any other promise under this Lease Agreement shall be without relief from
valuation or appraisement laws.
5. Additional Rental Obligations. Lessee shall reimburse Owner a sum
equal to the property taxes assessed for the buildings and land used by Lessee.
Owner shall make the computation annually at the time the taxes are assessed and
shall furnish a computation of taxes and a copy of the tax statement to Lessee.
Lessee shall pay to Owner one-half of its annual tax obligation on or before May
1st and one-half on November 1st of each year.
6. Use of Premises. The Leased Premises shall be used by Lessee for
lawful purposes only, and in a careful, proper and lease-like manner, and shall
be kept clean and sanitary.
No auction, fire, bankruptcy, liquidation or "going out of
business" sales may be conducted on the Leased Premises without the written
consent of the Owner.
All refuse shall be stored in dumpster outside the building
and it shall be removed at regular intervals at Lessee's expense. Lessee shall
not burn any refuse of any kind in or about the building.
Lessee shall not install any exterior lighting or plumbing
fixtures, shades or awnings, or any exterior decoration or painting, or build
any fences or make any changes to the front of the building without the written
consent of Owner, which consent shall not be unreasonably withheld.
7. Maintenance of Leased Premises. Lessee shall provide all interior
and exterior maintenance to the Leased Premises, including trash removal. Lessee
shall provide snow removal for all parking and drive areas of the Leased
Premises.
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Owner shall keep and maintain the roof and structural portions
of the exterior walls of the Leased Premises, unless such maintenance is a
result of negligence on the part of Lessee. Owner shall not be responsible for
damage to windows, doors, window and door frames, and plate glass, unless such
damage is a result of structural failure or negligence on the part of the Owner.
Lessee shall be responsible for any repairs and/or replacement costs associated
with the plumbing, electrical and heating, ventilation and air-conditioning
system (HVAC) within the Leased Premises.
8. Furniture and Fixtures. Lessee shall have the privilege of
installing any furniture and fixtures necessary in the conduct of its business
and the same shall remain the property of Lessee provided it is removed by
Lessee before the end of the original term of this Lease, or any renewal or
extensions thereof. In the event any damage is done to the Leased Premises in
the removing of the furniture and fixtures, Lessee shall make such repairs as
are necessary to restore the Leased to their original condition and, if Lessee
fails to do so, Owner may make such repairs and be entitled to immediate
reimbursement by the Lessee for the cost of such repairs.
9. Alterations. Lessee shall make no alterations (including the
attachment of any fixtures) in, on or about the Leased Premises without the
consent of Owner in writing, which consent shall not be unreasonably withheld.
Any such alterations or improvements shall become the property of Owner, except
for Trade Fixtures which Lessee shall be entitled to remove.
10. Signs and Advertising. No sign, advertising or notice shall be
inscribed, affixed or displayed on any part of the outside or the inside of the
building, except as approved in writing in advance by Owner, which approval
shall be not unreasonably withheld, and then only in such place, number, size,
color and style as approved by Owner. All signage must be in compliance with the
Tippecanoe County Zoning Ordinance.
11. Damage or Destruction. If the Leased Premises are partially damaged
by fire or other casualty, excepting that caused by negligence of the Lessee,
they shall be repaired by Owner in a prompt and reasonable manner, and abatement
shall be made from the rent corresponding with the time during which and the
extent to which the Leased Premises cannot be used by Lessee.
12. Liability for Injury to Person or Property. Lessee agrees to
indemnify and save harmless Owner from any and all claims, demands or suits for
property damage, or personal
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injury, or death, arising out of Lessee's use and occupancy of the Leased
Premises and Lessee's use of the driveways, sidewalks and parking areas
surrounding the Leased Premises, including but not limited to any environmental
problems chat are caused by or related to Lessee's occupancy of the Leased
Premises as a gasoline related provider; provided, however, that this shall not
be construed as obligating Lessee to maintain or repair anything except his sign
and the interior of the building, nor make Lessee liable under this Lease for
any damage, personal injury, or death caused by improper maintenance or repair
of any part of the Leased Premises, except the interior of his building.
Lessee hereby agrees to obtain public liability insurance
protecting Owner and Lessee against all claims, demands, suits or liabilities in
a sum not less than Two Million Dollars ($2,000,000) for bodily injury,
including death, to one or more persons, and not less than One Million Dollars
($1,000,000) for damage to property. Such insurance shall be carried in some
good reliable insurance company to be approved by Owner, and a certificate of
insurance shall be furnished to Owner showing Owner as an "additional insured"
and specifying that such policy shall not be canceled unless Owner is given
fifteen (15) days notice in writing by the insurance company.
In addition, Lessee shall carry casualty insurance on all
improvements in the sum of Seven Hundred Fifty Thousand Dollars ($750,000.00) or
in lesser or greater amounts as may be agreed from time to time between Lessee
and Owner. Said insurance shall name Owner and any mortgagee as additional
insureds as their respective interests appear and Lessee shall furnish
verification of such insurance to Owner.
13. Assignment of Lease or Sub-letting of Leased Premises. Lessee shall
not assign this Lease, or any part thereof, and shall not rent or sublet the
whole or any part of the Leased Premises without the written consent of Owner,
which consent shall not be unreasonably withheld. Any assignment, renting or
sub-letting shall not release Lessee from any part of its obligation.
14. Utilities, Operating Expenses and Taxes. Lessee shall promptly pay
all charges for utilities, including meter deposits, and all running and
operating expenses, including personal property taxes.
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15. Payment and Discharge of Liens Created by Lessee. Lessee covenants
and agrees to pay and discharge all liens and obligations created or incurred by
Lessee, of any and every kind and nature whatsoever, which shall attach to, or
be imposed on, the Leased Premises. Upon failure of Lessee to pay and discharge
any such lien or obligation within thirty (30) days, Owner may pay and discharge
same and add the amount of the costs thereof to the rent due hereunder on the
first rental payment date following the date of such payment.
16. Entry on Leased Premises by Owner. Lessee agrees to permit Owner,
or its agents or representatives, to enter upon the Leased Premises or any part
thereof at all reasonable hours for the purpose of examining and inspecting the
same, or making repairs or alterations, as may be necessary for the safety or
preservation thereof.
17. Cost of Enforcing Lease. The Lessee shall pay all reasonable costs,
charges, attorney's fees and expenses incurred by Owner in enforcing any of the
terms of this Lease. In the event of litigation, the prevailing party shall be
entitled to recover all reasonable costs, charges, attorney's fees and expenses
incurred in enforcing any covenant, agreement and/or condition contained in this
Lease, unless such charges and expenses are incurred in any dispute wherein the
Owner and Lessee are in agreement and have a dispute with a third party.
18. Vacating Leased Premises at End of Term and Return in Good
Condition. At the expiration of the term of this Lease, Lessee shall give
peaceable possession of the Leased Premises to the Owner in as good condition as
at the date of commencement of the term, usual wear excepted. Upon termination
of this Lease, unless otherwise agreed to by Owner, Lessee shall remove all
underground tanks and replace any pavement disturbed by such removal. Also,
Lessee shall furnish written proof to Owner that the soil in the are of any
petroleum tank is clean and contains no contaminants.
19. Effect of Holding Over. The holding over by Lessee shall not
operate to renew this Lease without the written consent of Owner.
20. Personal Property Abandoned by Lessee. In the event of the
termination of this Lease for any cause or in the event of the abandonment,
vacation or surrender of the Leased Premises, any personal property of Lessee
remaining upon the Leased Premises shall be deemed to have been permanently
abandoned and may be used or disposed of by Owner as Owner shall deem fit.
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21. Compliance with Governmental Rules and Regulations. The Lessee
shall comply with, at Lessee's cost and expense, all laws, ordinances, rules,
regulations, orders and requirements of governmental authorities having the
jurisdiction over the Leased Premises.
22. Mortgage Subordination. Owner reserves the right to request and
obtain from Lessee a subordination of Lessee's lien in favor of any first
mortgage lien thereafter arising which may become necessary or desirable from
time to time to Owner in the future and Lessee, upon request for same, agrees to
execute at any and all times such instruments that may be reasonably required by
any lender or prospective first mortgagees in order to effectuate such a
subordination of Lessee's lien. It is a condition, however, of the subordination
and lien provisions herein provided that Owner shall procure from any such
mortgagees an agreement in writing which shall be delivered to Lessee, providing
that so long as Lessee shall faithfully discharge the obligations on its part to
be kept and performed under the terms of this Lease, its tenancy will not be
disturbed nor this Lease affected by any default under such mortgage, and
mortgagee agrees that this Lease shall remain in full force and effect even
though default in the mortgage may occur.
23. Eminent Domain. If the whole of the Leased Premises shall be
acquired or condemned by eminent domain for any public or quasi-public use or
purpose, then the terms of this Lease shall cease and terminate at the date of
title vesting in such proceeding and all rentals shall be paid up to that date
and neither party shall have a claim against the other party for the value of
any unexpired term of this Lease. If any part of the Leased Premises shall be
acquired or condemned by eminent domain for any public or quasi-public use or
purpose, and in the event that such partial taking or condemnation shall render
the Leased Premises unsuitable for the business of Lessee, then the terms of
this Lease shall cease and terminate as of the date of title vesting in such
proceeding and Lessee shall have no claim against Owner for the value of any
unexpired term of this Lease. In the event of a partial taking or condemnation
which is not extensive enough to render the Leased Premises unsuitable for the
business of Lessee, then Owner shall promptly restore the Leased Premises to a
condition comparable to its condition at the time of such condemnation less the
portion lost in the taking, and this Lease shall continue in full force and
effect except that the monthly rent shall be reduced in proportion to the
reduction in gross area of the Leased Premises. All damages awarded or
compensation paid for any such taking or conveyance shall belong to and be the
property of Owner, whether such damages shall be awarded as compensation for
diminution in value to the leasehold or to the fee of the demised Leased
Premises; provided, however, that Owner shall not be entitled to any portion of
award
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or payment made to Lessee for loss of business and depreciation of and cost of
removal of merchandise and trade fixtures.
24. Default or Breach. Each of the following events shall constitute a
default or breach of this Lease by Lessee:
1. If Lessee, or any successor or assignee of Lessee, while in
possession of the Leased Premises, shall file a Petition in
Bankruptcy or insolvency or for reorganization under any
Bankruptcy Act, or shall voluntarily take advantage of any
such act by answer or otherwise, or shall make assignment for
the benefit of creditors.
2. If involuntary proceedings under any bankruptcy law or
insolvency act shall be instituted against Lessee, or if a
receiver or trustee shall be appointed of all or substantially
all of the property of Lessee, and such proceedings shall not
be dismissed or the receivership or trusteeship vacated within
ten days after the institution or appointment.
3. If Lessee shall fail to pay Owner any rent when due or shall
fail to pay Owner any additional rent within thirty (30) days
after notice by Owner to Lessee of such additional rent.
4. If Lessee shall fail to perform or comply with any of the
conditions of this Lease and if the nonperformance shall
continue for a period of thirty (30) days, hereinafter
referred to as the "notice period", after notice thereof by
Owner to Lessee or, if the performance cannot be reasonably
had within the notice period, or if the Lessee shall not in
good faith have commenced performance within-the-notice period
and shall not diligently proceed to completion of performance.
5. If Lessee shall vacate or abandon the Leased Premises.
6. If Lessee fails to take possession of the Leased Premises on
the term commencement date, or within thirty (30) days after
notice that the Leased Premises are available for occupancy if
the term commencement date is not fixed herein or shall be
deferred as herein provided.
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25. Effect of Default. In the event of any default hereunder, as set
forth in the preceding section, the rights of Owner shall be as follows:
1. Owner shall have the right to cancel and terminate this Lease,
as well as all of the right, title and interest of Lessee
hereunder, by giving to Lessee not less than thirty (30) days
notice of the cancellation and termination. On expiration of
the time fixed in the notice, this Lease and the right, title
and interest of Lessee hereunder shall terminate in the same
manner and with the same force and effect, except as to
Lessee's liability, as if the date fixed in the notice of
cancellation and termination were the end of the term herein
originally determined.
2. Owner may elect, but shall not be obligated, to make any
payment required of Lessee herein or comply with any
agreement, term or condition required hereby to be performed
by Lessee, and Owner shall have the right to enter the Leased
Premises for the purpose of correcting or remedying any such
default and to remain until the default has been corrected or
remedied, but any expenditure for the correction by Owner
shall not be deemed to waive or release the default of Lessee
or the right of Owner to take any action as may be otherwise
permissible hereunder in the case of any default.
3. Owner may re-enter the Leased Premises immediately and remove
the property and personnel of Lessee, and store the property
in a public warehouse or at a place selected by Owner at the
expense of Lessee. After re-entry, Owner may terminate the
Lease on giving ten (10) days written notice of termination to
Lessee. Without the notice, re-entry will not terminate the
Lease. On termination, Owner may recover from Lessee all
damages proximately resulting from the breach, including the
costs of recovering the Leased Premises and the worth of the
balance of this Lease over the reasonable rental value of the
Leased Premises for the remainder of the lease term, which sum
shall be immediately due Owner from Lessee.
4. After re-entry, Owner may relet the Leased Premises or any
part thereof for any term without terminating the Lease, at
the rent and on the terms as Owner may chose. Owner may make
alterations and repairs to the Leased Premises. The
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duties and liabilities of the parties if the Leased Premises
are relet as provided herein shall be as follows:
1. In addition to Lessee's liability to Owner for breach
of the Lease, Lessee shall be liable for all expenses
of the reletting, for the alterations and repairs
made, and for the difference between the rent
received by Owner under the new lease agreement and
the rent installments that are due for the same
period under this Lease.
2. Owner shall apply the rent received from reletting
the Leased Premises (1) to reduce the indebtedness of
Lessee to Owner under the Lease, not including
indebtedness for rent; (2) to expenses of the
reletting and alterations and repairs made; (3) to
rent due under this Lease; or (4) to payment of
future rent under this Lease as it becomes due. If
the new Lessee does not pay a rent installment
promptly to Owner, and the rent installment has been
credited in advance of payment of the indebtedness of
Lessee other than rent, or if rentals from the new
Lessee have been otherwise applied by Owner as
provided for herein and during any rent installment
period are less than the rent payable for the
corresponding installment period under this Lease,
Lessee shall pay Owner the deficiency, separately for
each rent installment deficiency period, and before
the end of that period. Owner may at any time after a
reletting terminate the Lease for the breach on which
Owner had based the re-entry and subsequently relet
the Leased Premises.
5. After re-entry, Owner may procure the appointment of a
receiver to take possession and collect rents and profits of
the business of Lessee. The receiver may carry on the business
of Lessee and take possession of the personal property used in
the business of Lessee, including inventory, trade fixtures
and furnishings, and use them in the business without
compensating Lessee. Proceedings for appointment of a receiver
by Owner, or the appointment of a receiver and the conduct of
the business of Lessee by the receiver shall not terminate and
forfeit this Lease unless Owner has given written notice of
termination to Lessee as provided herein.
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26. Waiver. The failure of Owner to insist upon the strict performance
of the terms of this Lease, or to exercise any options herein conferred, shall
not constitute a waiver of Owner's right to thereafter enforce any such terms
or options, but the same shall continue in full force and effect.
27. Notices. Notices and demands by either party must be given by
Certified Mail, postage prepaid, addressed to the Owner at X.X. Xxx 000,
Xxxxxxxxx, Xxxxxxx, 00000, or to the Lessee at 0 Xxxxx 0xx Xxxxxx, Xxxxxxxxx,
Xxxxxxx, 00000 subject to the right of either to designate a new address by a
proper notice in writing.
28. Law of Indiana Governs. The laws of the State of Indiana shall
govern the validity, performance and enforcement of this Lease. The invalidity
or unenforceability of any provision of this Lease shall not effect or impair
any other provision.
29. Binding Heirs, Executors, Successors and Assigns. This Lease shall
be binding upon the parties hereto, and their legal heirs, executors,
administrators, successors and assigns.
30. Entire Agreement and Definition. This Lease embodies the entire
agreement between the parties hereto relative to the subject matter hereof, and
shall not be modified, changed or altered in any respect except in writing.
Where more than one party shall be Lessees under this Lease, the word "Lessee"
whenever used in the Lease shall be deemed to include all parties-Lessee jointly
and severally. Where more than one building is included and described as part of
the "Leased Premises" under this Lease, the word "building" whenever used in
this Lease shall be deemed to include all buildings.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
the day and year first above written.
LAFAYETTE COMMUNITY BANK, INC. L.C.B. INVESTMENTS, L.L.C.
By: By:
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