EXHIBIT 10.10
LEASE AGREEMENT
This Lease Agreement executed this 23 day of January, 2002, by and
between R & A Enterprises, Inc. (hereinafter referred to as "Landlord"), and
First Bank (hereinafter referred to as "Tenant"), WITNESSES THAT, in
consideration of the rent stated herein and covenants and agreements of Tenant,
Landlord does hereby grant, demise, let and lease to Tenant the hereinafter
described premises upon the terms and conditions hereinafter set forth:
ARTICLE I
PREMISES LEASED
Landlord hereby lets to Tenant, and Tenant hereby leases from Landlord,
that portion of a building commonly known as Meridian Xxxxx Office Complex
located at 0000 X. Xxxxxxxx Xxxx, Xxxxx X, (hereinafter referred to as the
"Premises") together with the right of use of common hallways. For the purposes
of this lease the parties agree that the Premises consist of 4,800 square feet
and the total leaseable space consists of 9,100 square feet. Included in the
rent fixed herein, Landlord shall provide on the premises paved parking
facilities for the use of Tenant, Tenant's employees, and invitees of Tenant, as
Landlord, in the exercise of reasonable judgment, shall deem necessary and
adequate, located in an area in close proximity to the building. Such parking
facilities shall be available for use only in accordance with reasonable rules
and regulations as Landlord may fix and determine from time to time.
ARTICLE II
TERM OF LEASE
Section 2.1 Commencement of Term. The term of this Lease shall be for
the period from today through January 31, 2007 at 5:00 p.m. (or until sooner
terminated as herein provided).
Section 2.2 Possession. Tenant shall obtain possession under this lease
immediately upon signing of this lease document.
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ARTICLE III
TENANT'S OPTION TO RENEW LEASE
Landlord grants Tenant an option to renew this lease for a period of
five (5) years subsequent to the expiration of its original term. In order to
exercise the option, Tenant shall give Landlord written notice of its intention
to exercise this option (or renew) at least one hundred eighty (180) days prior
to the expiration of this lease. The rate of rent and the rate of additions to
the rent for this optional period are to be negotiated during the one hundred
eighty (180) day period prior to the expiration of the original lease term. If
at any time during the original lease period the Tenant is in default of this
lease, the Tenant's option is void without notice from the Landlord.
ARTICLE IV
OCCUPANCY AND USE
Section 4.1 Occupancy. Tenant shall use and occupy the Premises as a
commercial bank branch office and for no other purpose except with the consent
of the Landlord.
Section 4.2 Use of Premises. Tenant shall use the Premises for no
unlawful purpose or act; shall commit or permit no waste or damage to the
Premises; shall comply with and obey all laws, regulations, or orders of any
governmental authority or agency, directions of the Landlord, including
reasonable building rules and regulations upon reasonable notice to Tenant;
shall not do or permit anything to be done in or about the Premises which will
in any way obstruct or interfere with the rights of other Tenants or occupants
of the building or injure or annoy them; and shall not do or permit anything to
be done which will increase the rate of fire insurance upon the building.
Landlord shall not be responsible to Tenant for the nonperformance by any other
tenants or occupants of the Real Estate of any of the rules and regulations to
be hereto attached, but agrees to take reasonable measures to assure such other
tenants' performance.
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ARTICLE V
RENT
Section 5.1 Base Rental for the Premises During Term. Tenant shall pay
as the base rent for the period starting today through January 31, 2002 the
amount of $1,900 due at the time of the signing of this document.
Tenant shall pay as the base rent for the months of February 1, 2002
through January 31, 2003 the amount of $3,800 per month (or $45,600 for the 12
month period).
Tenant shall pay as the base rent for the months of February 1, 2003
through January 31, 2004 the amount of $3,900 per month (or $46,800 for the 12
month period).
Tenant shall pay as the base rent for the months of February 1, 2004
through January 31, 2005 the amount of $4,000 per month (or $48,000 for the 12
month period).
Tenant shall pay as the base rent for the months of February 1, 2005
through January 31, 2006 the amount of $4,200 per month (or $50,400 for the 12
month period).
Tenant shall pay as the base rent for the months of February 1, 2006
through January 31, 2007 the amount of $4,300 per month (or $51,600 for the 12
month period).
The above rents are considered true and correct without relief from
valuation and appraisement laws, during the term commencing on the commencement
date specified in Section 2.1 of ARTICLE II and continuing thereafter on the
first day of each succeeding month. All rents are due and payable on the first
day of each calendar month.
Section 5.2 Default on Payment of Rent. The failure to pay any
installment of rent when the same becomes due and the failure continues for Ten
(10) calendar days, a late fee equal to 5% of the delinquent rent shall be
assessed and shall be due and payable immediately. Interest at one and one half
percent per month or any part of the of the delinquent rent or late fee shall
further accrue upon the balance of this Lease until such time as Tenant pays all
defaulted installments due along with the late fee. The late fee is a fee for
processing and is not a penalty. Upon the occurrence of any Default of Payment
of Rent by Tenant, Landlord may, at its option, in addition to any other remedy
or right it has hereunder or by law:
(1) Re-enter the Leased Premises, without demand or
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notice, and resume possession by an action in law or equity or
by force or otherwise and without being liable in trespass or
for any damages and without terminating this Lease. Landlord
may remove all persons and property from the Leased Premises
and such property may be removed and stored at the cost of
Tenant.
(2) Terminate this Lease at any time upon the date specified in a
notice to Tenant. Tenant's liability for damages shall survive
such termination. Upon termination such damages recoverable by
Landlord from Tenant shall, at Landlord's option, be either an
amount equal to "Liquidated Damages" or an amount equal to
"Indemnity Payments".
"Liquidated Damages" means an amount equal to the excess of the
rentals provided for in this Lease which would have been payable
hereunder by Tenant, had this Lease not so terminated, for the
period commencing with such termination and ending with the date set
for the expiration of the original term granted, ( hereinafter
referred to as "Unexpired Term"), over the reasonable rental value
of the Leased Premises for such Unexpired Term.
"Indemnity Payments" means an amount equal to the rent and other
payments provided for in this Lease which would have become due and
owing thereunder from time to time during the Unexpired Term plus
the cost and expenses paid or incurred by Landlord from time to time
in connection with:
(a) Obtaining possession of the Leased Premises;
(b) Removal and storage of Tenant's or other occupant's
property;
(c) Care, maintenance and repair of the Leased Premises while
vacant;
(d) Reletting the whole or any part of the Lease Premises;
(e) Repairing, altering, renovating, partitioning, enlarging,
remodeling or otherwise putting the
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Lease Premises, either separately or as part of larger
premises, into condition acceptable to, and reasonably
necessary to obtain new Tenants.
(f) Making all repairs, alterations and improvements required
to be made by Tenant hereunder and of performing all
covenants of the Tenant relating to the Condition of the
Leased Premises, less the rent and other payments, if
any, actually collected and allocable to the Leased
Premises or to the portions thereof relet by Landlord.
Tenant shall on demand make Indemnity Payments monthly
and Landlord can xxx for all Indemnity Payments as they
accrue.
(3) Without terminating this Lease, relet the Leased Premises
without the same being deemed an acceptance of a surrender
of this Lease nor a waiver of Landlord's rights or remedies
and Landlord shall be entitled to Indemnity payments, as
heretofore defined, from Tenant. Any reletting by Landlord
may be for a period equal to or less than, or extending
beyond the remainder of the original term, or for the whole
or any part of the Leased Premises, separately or with other
premises or for any sum, or to any Tenant or for any use
Landlord deems appropriate.
Upon the occurrence of any of the following:
(1) The filing of a voluntary petition in bankruptcy by
Tenant.
(2) The filing of a petition or answer by Tenant seeking a
reorganization, arrangement, composition, readjustment,
liquidation, dissolution or other relief of the same or
different kind under any provision of the Bankruptcy Act.
(3) An adjudication of Tenant as a bankrupt or insolvent.
(4) The appointment of a trustee, receiver, guardian,
conservator or liquidator of Tenant
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with respect to all or substantially all of its property.
This Lease shall terminate ipso facto as of such
occurrence and the Leased Premises shall be surrendered
as required by Section XIV. Tenant's liability for
damages shall survive such termination and Landlord shall
be entitled to recover an amount equal to Liquidated
Damages as defined above or an amount equal to the
maximum allowed by any statute or rule of law in effect
at the time when and governing the proceedings in which
such amount is sought, whichever is less.
ARTICLE VI
COMMON AREA MAINTENANCE AND REAL ESTATE TAXES
Section 6.1 Additions to the Rent. The Tenant shall pay, in monthly
installments, monies in addition to the Base Rent for common area maintenance
and real estate taxes or any governmental fees or assessments. Tenant shall be
solely responsible for all business personal property taxes assessed for as a
result of Tenant's occupancy.
Section 6.2 Pro Rata Share of Common Area Maintenance and Real Estate Taxes.
Tenant's pro rata share of Common Area Maintenance and Real Estate Taxes is
agreed to be 52.75%.
Section 6.3 Common Area Maintenance Defined. The term "Common Area Maintenance"
shall mean any and all expenses incurred by Landlord in connection with the
operation, maintenance and repair of the Project including, but not limited to,
the following: charges or fees for, and taxes on, the furnishing of electricity,
fuel, water, sewer, gas oil and other utilities; (at Landlord's sole discretion)
security; pest control; cleaning of exterior windows and exterior curtain walls;
janitorial services for common area; trash and snow removal; landscaping and
repair and maintenance of grounds; salaries, wages, and benefits for employees
of Landlord engaged in the operation, maintenance or repair of the Project
including benefits, payroll taxes and worker's compensation insurance; license
fees and governmental permits; casualty and liability insurance; cleaning
supplies; legal fees and costs relating to the operation, repair or maintenance
of the Project or incurred in order to reduce Common
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Area Maintenance, services or management contracts with independent contractors
and general overhead; and the costs of any other items which, under generally
accepted accounting principles consistently applies from year to year with
respect to the Property. "Common Area Maintenance" shall not include any of the
following: cost of capital improvements, except as mentioned above; expenses for
painting, redecorating, or other work which Landlord performs for any tenant in
the Project, the expense of which is paid by such tenant; interest,
amortization, or other payments on loans to Landlord, whether secured or
unsecured; depreciation of the Project or other said improvements; ground rent;
leasing commissions; salaries, wages or other compensation paid to officers or
executives of Landlord; and income, excess profits, or franchise taxes or other
such taxes imposed on or measured by the income of the Landlord from the
operation of the Project.
Section 6.4 Real Estate Taxes Defined. The term "Real Estate Taxes" means all
taxes, rates and assessments, general or special, levied or imposed with respect
to the land, Project and improvements constructed thereon (including all taxes,
rates and assessments, general or special, levied or imposed for school, public
betterment and/or general or local improvements). The term "Real Estate Tax
Year" means each successive twelve month period following and corresponding to
the period or periods which may from time to time in the future be established
by competent authority for the purposes of levying or imposing Real Estate
Taxes. The Tenant shall pay in monthly installments 52.75% of the Real Estate
Taxes that become due and payable during the calendar year that coincides with
the period of occupancy.
Section 6.5 Overpayment by Tenant. Landlord reserves the right, throughout the
term of this lease, to require that the Tenant pay each month in advance, for
Common Area Maintenance and Real Estate Taxes. Such payments shall in no way
limit Tenant's total obligation, Tenant shall promptly pay the difference upon
receipt of Landlord's statement. Any overpayment shall be credited to Tenant's
obligation for the next succeeding period.
Section 6.6 Default on Payment of Common Area Maintenance or Real Estate Taxes.
The failure to pay any installment of Common Area Maintenance or Real Estate
Taxes when the same becomes due shall be subject to the same sanctions and
remedies as failure to timely pay the rent as defined in section 5.2.
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ARTICLE VII
UTILITIES, ALTERATIONS, BUILD OUT AND MAINTENANCE
Section 7.1 Utilities. The cost of all utility services to the Premises,
including hot and cold water, sewer, gas, telephone service and electrical, are
separately metered and shall be paid by Tenant as it becomes due.
Landlord reserves the right to suspend service of the heating, plumbing,
electrical, air conditioning or other mechanical systems when necessary by
reason of governmental regulations, civil commotion or riot, accident, acts of
terrorism or emergency, or for repairs, alterations, or improvements which are
in the reasonable judgment of Landlord desirable or necessary, or for any other
reason beyond the power or control of Landlord without liability in damages
therefore. The exercise of such right by Landlord shall not constitute an actual
or constructive eviction in whole or in part under this Lease or impose any
liability upon Landlord or its agents by reason of inconvenience or annoyance to
Tenant or injury to or interruption of Tenant's business or otherwise, provided
however that Landlord shall take all reasonable steps to minimize the
interruption of such services. Where such services are suspended by Landlord or
at Landlord's direction, Landlord shall give Tenant reasonable prior notice. In
the event of an extended interruption, in excess of two workdays, in service,
which renders the Premises unsuitable for use or occupation, Tenant's rent shall
be abated until services are restored.
Landlord shall not in any way be liable or responsible to Tenant for any
loss or damage or expense which Tenant may sustain or incur if, during the term
of this Lease and beyond Landlord's control either the quantity or character of
electric current is changed or is no longer available or suitable for Tenant's
requirements.
Section 7.2 Alterations to Premises. Landlord shall not be obliged to make
any alterations, additions, repairs, improvements or decorations to the Premises
except as specifically agreed by and between Landlord and Tenant in writing. In
the event any such alterations, additions, repairs, improvements or decorations
are made upon request by Tenant and approved by Landlord, such alterations,
additions, repairs, improvements or decorations shall be made by Landlord or
under Landlord's supervision and control at the sole expense of Tenant, and upon
billing therefore
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by Landlord, Tenant shall promptly remit the amount of such expense. No
alterations or additions shall be made to the Premises by Tenant nor shall
Tenant affix or cause to be affixed to the Real Estate or Premises, including
the windows, any sign, advertisement or notice without the written consent of
Landlord. In the absence of a written agreement to the contract, all
alterations, repairs, or improvements except movable trade fixtures, office
furniture and equipment of Tenant shall be and remain the property of Landlord.
Section 7.21 Build Out. Landlord shall pay up to $15,000 initially for
improvements authorized by the Landlord to the space occupied by the Tenant.
Monies paid by the Landlord will not be paid until such improvements are
complete, have been approved by the Tenant, and the original invoices (or
photocopies of same) are provided to the Landlord.
Section 7.3 Maintenance. Tenant shall, at its own expense, perform all
necessary routine repairs and maintenance to the interior, including but not
limited to the HVAC units, plumbing, and electricity of the Leased Premises.
Tenant shall be responsible for interior maintenance, cleaning, glass care, and
janitorial services. Such repairs and maintenance shall be made promptly, as and
when necessary. All repairs and maintenance shall be in quality and class at
least equal to the original work. The expense of repairing and maintaining the
interior of the leased premises shall not constitute common area maintenance. On
default of Tenant in making such repairs or maintenance, Landlord may, but shall
not be required to, make such repairs and maintenance for Tenant's account, and
the actual costs plus a fee of 10% to cover Landlord's overhead thereof shall
constitute and be collectible immediately upon presentation in addition to the
rent.
Landlord shall be responsible for repair or replacement of the plumbing
system, HVAC system, mechanical and standard electrical systems which would be
considered capital expenditures, except any of such repairs rendered necessary
by the negligence or willful misconduct of Tenant, its agents, customers,
employees, independent contractors, guests or invitees, the repair of which
shall be paid for by the Tenant within 30 days of the Landlord's written demand.
ARTICLE VIII
Tenant shall keep the Premises demised hereunder free from any liens,
including but not limited to mechanic's liens. In the event any lien attaches to
the Premises by virtue of an act or
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failure to act on the part of Tenant, Landlord shall have the right but not the
obligation to pay the amount of such lien to cause its release and such amount
shall be considered an addition to the rent to be paid to it by Tenant on demand
with interest at one and one half percent per thirty (30) day period or such
portion thereof as may be a legal rate from the date of payment of the lien by
Landlord until reimbursement by Tenant to Landlord.
ARTICLE IX
ASSIGNMENT AND SUBLETTING
Tenant shall not assign this Lease nor sublet the Premises in whole or in
part without the Landlord's written consent, which consent may be withheld
without any reason.
ARTICLE X
LANDLORD'S NON-LIABILITY OF INDEMNIFICATION OF LANDLORD
Section 10.1 Non-Liability of Landlord. Landlord shall not be liable for any
injury or damage to persons or property resulting from any cause whatsoever
unless caused by or due to the negligence of Landlord, its agents, servants, or
employees. Landlord shall not be liable for any damage or loss to property of
Tenant, unless caused by the acts or omissions of Landlord.
Section 10.2 Indemnification to Landlord. Tenant covenants to indemnify and
save Landlord harmless from and against any and all liability, damages,
expenses, fees, penalties, actions, causes of action, suits, costs, claims, or
judgments arising from injury during the term of this Lease, or any renewal
term, to persons or property within the Premises occasioned wholly or in part by
an act or acts, omission or omissions of Tenant, its agents, servants,
contractors, employees, visitors or licensees occurring on the Premises.
ARTICLE XI
INSURANCE AND WAIVER OF SUBROGATION
Section 11.1(a) Landlord's Improvements. Landlord, throughout
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the Leased Term and any extensions thereof, shall keep the building in which the
Leased Premises are located insured against loss or damage by fire and such
other risks as are usually and customarily covered by extended coverage
endorsements for the reasonable insurable value thereof. Landlord shall furnish
to Tenant certificates of evidencing the existence of such insurance upon
request. Landlord agrees to keep in force during the term of this Lease
insurance protecting against loss of building, Landlord's rental income, sign
light standards, and personal injury coverage. Such policy shall be a one (1)
year policy commencing with the Commencement Date.
Section 11.1(b) Landlord's Public Liability Insurance. Landlord agrees to
procure and maintain during the Leased Term, and any extension thereof, a policy
or policies of insurance written by a responsible insurance company or companies
assuring Landlord and Tenant from any and all losses, claims, demands or actions
for injury to or death of any one person to the limit of not less than
$250,000.00 and for injury to or death of more than one person in any one
accident or occurrence to the limit of not less than $500,000.00 and for damage
to personal property in the amount of not less than $50,000.00 made by or on
behalf of any person, firm or corporation arising from, related to, or connected
with the conduct and operations of the Common Area, and to furnish to Tenant,
upon reasonable request, certificates evidencing the existence thereof.
Section 11.2(a) Tenant's Insurance General. This Tenant only will not do or
suffer to be done, or keep or suffer to be kept, anything in, upon or about the
Leased Premises which will contravene Landlord's policies insuring against loss
or damage by fire or other hazards (including, but not limited to, public
liability) or which will prevent Landlord from procuring such policies in
companies acceptable to Landlord. If anything done, omitted to be done, or
suffered to be done by Tenant, or kept or suffered by Tenant to be kept in, upon
or about the premises or other property of Landlord, in companies acceptable to
Landlord, to be increased beyond the minimum rate from time to time applicable
to the premises for the use or uses made thereof. Tenant will pay the amount of
such increase promptly upon Landlord's demand. Tenant agrees that nothing shall
be done or suffered or any substance kept on the premises which will operate to
increase the fire hazard or to cause insurance rates thereon to be increased.
This insurance policy shall contain a provision requiring ten (10) days notice
to Landlord prior to cancellation.
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Section 11.2(b) Tenant's Contents. It is specifically understood and agreed
that Landlord shall not be liable to Tenant or to any other person for damage,
loss or injury to property resulting from the condition of the building as
existing from time to time, fire, casualty, steam, gas, electricity, water
leakage, bursting pipes, or resulting from any and all reasons and causes
whatsoever; Landlord is hereby released from any subrogation claims which might
be asserted by Tenant's insurance carrier with respect to loss, injury or damage
to Tenant's property or the property of other persons, and contents on or about
the Leased Premises.
Section 11.2(c). Tenant's Insurance Requirement. Tenant shall purchase and
maintain in force at all times during the Lease Term (and any renewal Lease
Term) of this Lease fire and extended coverage insurance on the improvements
constituting a part of the Premises, which Tenant shall purchase and maintain in
force at all times during the term of this Lease insurance on its property and
contents and public liability and property damage insurance which shall insure
against loss, cost or expense by reason of injury to or the death of persons or
damage to or the destruction of property caused by the occupancy and use of the
Premises by Tenant. All such insurance required of Tenant shall be carried in
amounts and with insurers reasonably acceptable to Landlord. Tenant shall each
furnish to Landlord the insurer's certificate showing such insurance coverage
and confirming that such policies contain waiver of subrogation clauses as to
Landlord and Tenant, as the case may be. Landlord shall be listed as an
additional insured and lost payee on said policies and said policies shall
contain a provision that said policy cannot be altered or canceled without
thirty (30) days advanced written notice received by Landlord.
Section 11.2(d) Tenant's Policy Minimums. Tenant shall, at its cost and
expense, obtain and maintain at all times during the Lease Term and any
extension thereof, for the protection of Landlord and Tenant, Public Liability
Insurance (Comprehensive General Liability or Commercial General Liability)
including Contractual Liability Insurance, with a combined personal injury and
property damage limit of not less than $1,000,000.00 for each occurrence and not
less than $2,000,000.00 in the aggregate, insuring against all liability of
Landlord and its representatives arising out of and in connection with Tenant's
use or occupancy of the Premises. Landlord and Landlord's agent shall be named
as additional insureds.
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ARTICLE XII
HOLDING OVER
Tenant shall pay Landlord for each day Tenant retains possession of the
Premises or part thereof after termination hereof, by lapse of time or
otherwise, the amount equal to 110% of the daily fixed rental, as adjusted in
accordance with the terms of this Lease, for the last period prior to the date
of such termination, and also pay all damages sustained by Landlord by reason of
such retention, or, if Landlord gives notice to Tenant of Landlord's election
thereof, such holding over shall constitute renewal of this Lease for a period
from month to month, but if the Landlord does not so elect, acceptance by
Landlord of rent after such termination shall not constitute a renewal; this
provision shall not be deemed a waiver of Landlord's right to re-entry or any
other right herein or at law.
ARTICLE XIII
INSOLVENCY OR BANKRUPTCY
The appointment of a receiver to take possession of all or substantially all
of the assets of Tenant, or any assignment by Tenant for the benefit of
creditors or any action taken or suffered by Tenant under any insolvency,
bankruptcy, or reorganization act, shall constitute a breach of this Lease by
Tenant. In no event shall this Lease be assigned or assignable by operation of
law or by voluntary or involuntary bankruptcy proceedings or otherwise and in no
event shall this Lease or any rights or privileges hereunder be an asset of
Tenant under any bankruptcy, insolvency, or reorganization proceedings.
ARTICLE XIV
DEFAULT
In the event of any breach of this Lease by Tenant which continues for ten
(10) days, Landlord, without notice to the Tenant, besides any other rights or
remedies it may have by law
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or otherwise, shall have the immediate right of re-entry and may remove all
persons and property from the Premises. Such property may be removed and stored
at the cost of and for the account of Tenant. Should Landlord elect to re-enter
as herein provided, or should Landlord take possession pursuant to legal
proceedings or pursuant to any notice provided for by law, Landlord may either
terminate this Lease or may, from time to time, without terminating this Lease,
relet said Premises or any part thereof for such term or terms (which may be for
a term extending beyond the term of this Lease) and at such rental or rentals
and upon such other terms and conditions as Landlord in the exercise of
Landlord's sole discretion may deem advisable, with the right to make
alterations and repairs to the Premises. Upon each such reletting (a) Tenant
shall be immediately liable to pay to Landlord, in addition to any indebtedness
other than rent due herein, the cost and expenses of such reletting and of such
alterations and repairs incurred by Landlord, and the amount, if any, by which
the rent reserved in this Lease for the period of such reletting (up to but not
beyond the term of this Lease) exceeds the amount agreed to be paid as rental
for the Premises for such period of such reletting; or (b) at the option of
Landlord rentals received by Landlord from such reletting shall be applied
first, to the payment of any indebtedness, other than rent due herein from
Tenant to Landlord; second, to the payment of any costs and expenses of such
reletting and of such alterations and repairs; third, to the payment of rent due
and unpaid herein; and the residue, if any, shall be held by Landlord and
applied in payment of future rent as the same may become due and payable herein.
Should Landlord at any time terminate this Lease for any breach, in addition
to any other remedy Landlord may have, Landlord may recover from Tenant all
damages Landlord may incur by reason of such breach, including the cost of
recovering the Premises, and including the rent reserved and charged in this
Lease for the remainder of the stated term, all of which amounts shall be
immediately due and payable along with costs of collection and attorneys' fees
from Tenant to Landlord, and Landlord shall have no obligation to relet.
ARTICLE XV
If, during the term of this Lease, the Real Estate is so damaged by fire or
other casualty or a part or all of it is taken by eminent domain proceedings so
that the Real Estate or the
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Premises are rendered unfit for occupancy, as determined by Landlord, and
Landlord gives Tenant written notice to that effect, then this Lease shall cease
and terminate from the date of such damage or taking. In such case, Tenant shall
pay the rent apportioned to the time of damage or taking and shall immediately
surrender the Premises to Landlord upon Landlord's request therefore. If,
following damage to the Premises for cause other than by Tenant's acts or
omissions, 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 act 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.
ARTICLE XVI
At the end of the term of any renewal thereof or other sooner termination of
this Lease, Tenant shall peaceably deliver up to Landlord possession of the
Premises, together with all improvements or additions upon or belonging to the
same, by whosoever made, in the same condition as received, or first installed,
ordinary wear and tear and damage by fire, earthquake, Act of God, or the
elements alone excepted. Upon the termination of this Lease, Tenant shall, at
Tenant's sole cost, remove all counters, trade fixtures, office furniture and
equipment installed by Tenant, unless otherwise agreed to in writing by
Landlord. Tenant shall also repair any damage caused by such removal. Property
not so removed shall be deemed abandoned at the termination of this Lease by the
Tenant and title to the same shall thereupon pass to Landlord. Tenant shall
indemnify the Landlord against any loss or liability resulting from delay by
Tenant in so surrendering the Premises, including without limitation, any claims
made by any succeeding tenant founded on such delay.
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ARTICLE XVII
RIGHTS RESERVED TO LANDLORD
Landlord reserves and shall at all times have the right to re-enter the
Premises in any emergency without notice. Landlord reserves and shall at all
times have the right to re-enter the Premises to inspect the same, and to alter,
improve or repair the Premises and any portion of the Real Estate of which the
Premises are a part, without abatement of rent, upon reasonable oral notice to
Tenant. 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. Landlord shall also have the right at any time, without the same
constituting an actual or constructive eviction and without incurring any
liability to Tenant therefore, to change the arrangement and/or location of
public entrances or passageways, public doors and doorways, and public
corridors, mechanical areas and rooms, toilets, or other public parts of the
building and to change the name, number or designation by which the Real Estate
is commonly known.
ARTICLE XVIII
WAIVER
The waiver by Landlord of any term, covenant or condition herein contained
shall not be deemed to be a waiver of any other term, covenant, or condition or
any subsequent breach of the same subsequent acceptance of rent herein by
Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of
any term, covenant, or condition of this Lease, other than the failure of Tenant
to pay the particular rental so accepted, regardless of Landlord's knowledge of
such preceding breach at the time of acceptance of such rent.
ARTICLE XIX
NOTICES
All notice and demands which may or are required to be given by either party
to the other herein shall be in writing and shall be sent by United States
certified or registered mail, postage prepaid, addressed to the Tenant at the
Premises and/or:
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0000 X. Xxxxxxxx Xxxx, Xxxxx X, Xxxxxxxxx, Xxxxxxx 00000 and addressed to the
Landlord at:
0000 X. Xxxxxxxx Xxxx, Xxxxx X, Xxxxxxxxx, Xxxxxxx 00000 or to such other
places Landlord may from time to time designate in writing.
ARTICLE XX
If Tenant shall abandon or vacate the demised premises before the end of the
term or other event shall happen entitling Landlord to take possession thereof,
Landlord may take possession of said Premises, relet the same without such
action being deemed an acceptance of a surrender of this Lease or in any way
terminating the Tenant's liability hereunder, and Tenant shall remain liable to
pay the rent herein reserved less the net amount realized from such reletting
after deduction of any expenses incident to such repossession and reletting.
ARTICLE XXI
MISCELLANEOUS PROVISIONS
Section 20.1 Governing Law. This Lease shall be governed by the laws of the
state of Indiana. Both parties waive the right to a jury trial as to any action
arising out of the interpretation of this document or any action arising out of
Tenant's occupancy.
Section 20.2 Writing Controls. It is agreed that Landlord has not made any
statement, promise or agreement or taken upon itself any engagement whatsoever
verbally or in writing in conflict with the terms of this Lease or that in any
way modifies, varies, alters, enlarges or invalidates any of its provisions and
that no obligation of Landlord shall be implied in addition to the obligations
herein stated.
Section 20.3 Air and Light. This Lease does not grant or guarantee Tenant a
continuance of light and air over any priority adjoining the Premises.
Section 20.4 Quiet Possession. Landlord covenants that
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Tenant, upon paying the rent herein provided and performing all the covenants of
this Lease by it to be performed, shall have quiet possession of the Premises
during the term thereon.
Section 20.5 Captions and Sections. The captions, section numbers and
article numbers appearing in this Lease are inserted only as a matter of
convenience and do not in any way define, limit, construe or describe the scope
of intent to such sections or articles of this Lease or in any way affect this
Lease.
Section 20.6 Certifications. At any time either party shall, upon the
request of the other, execute, acknowledge, and deliver a statement in writing
certifying this Lease is unmodified and in full force and effect (or, if there
have been modifications, the same is in full force and effect as modified and
stating the modifications) and the dates to which the rent, charges or other
performance have been paid or completed.
Section 20.7 Contesting Adverse Claims. Either Landlord or Tenant may
contest any condemnation, tax, assessment, charge, claim or other matter or
action by a governmental authority or other person not a party to this Lease,
which does or may adversely affect it, whether such effect is direct or
indirect, and during said contest payments of any contested amount need not be
paid. In the event of such contest, the other party shall cooperate (but without
duty to incur expense) in such contesting, including the execution to the party
contesting said matter or action of appropriate consents and authorizations for
such contest.
Section 20.8 Remedies Cumulative. The various rights and remedies herein
provided to each of the parties shall not be exclusive of any other right or
remedy of such party, but shall be cumulative and shall be in addition to every
other right or remedy now or hereafter existing at law or in equity.
Section 20.9 Successor in Interest. The terms and conditions hereof shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns but shall create no rights in any other person except as
may be specifically provided for herein.
IN WITNESS WHEREOF, the parties have executed this Lease Agreement this 23
day of January 2002.
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R & A Enterprises, Inc.
Landlord
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx, President
First Bank
Tenant
By: /s/ Xxxx Xxxxxxx, EVP
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As its authorized Agent
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