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Exhibit 10.14
Lease Agreement
MIDTOWN PLAZA, INC.
BOWLING GREEN, KENTUCKY
Midtown Plaza, Inc.
Xxxxxxx X. Xxxxxxxx, President
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INDEX
ASSIGNMENT AND SUBLETTING................................................... 11
ATTORNEYS' FEES AND EXPENSES................................................ 15
CONVEYANCE BY LANDLORD...................................................... 14
CORPORATE AUTHORITY......................................................... 16
DESTRUCTION OF OR DAMAGE TO PREMISES........................................ 10
EFFECT OF CONDEMNATION...................................................... 10
ENTIRE AGREEMENT; GOVERNING LAW............................................ 16
GRAMMATICAL USAGE........................................................... 16
INSOLVENCY OR BANKRUPTCY OR TENANT.......................................... 12
INSURANCE................................................................... 9
LATE RENTAL PAYMENTS........................................................ 5
MAINTENANCE, REPAIRS AND ALTERATIONS........................................ 7
NOTICES..................................................................... 14
PARKING..................................................................... 9
PREMISES LEASED............................................................. 3
REMEDIES CUMULATIVE......................................................... 16
REMEDIES OF LANDLORD IN EVENT OF DEFAULT BY TENANT.......................... 13
RECORDING................................................................... 16
RENEWAL OF LEASE............................................................ 15
RENTAL...................................................................... 4
RETURN OF PREMISES TO LANDLORD.............................................. 14
RIGHT OF ENTRY.............................................................. 11
SECURITY DEPOSIT............................................................ 5
SEVERABILITY................................................................ 15
SIGNS....................................................................... 8
SUCCESSORS AND ASSIGNS...................................................... 15
TAXES....................................................................... 11
TENANT'S OPERATION OF PREMISES.............................................. 6
TERM........................................................................ 4
USE OF PREMISES............................................................. 6
UTILITY BILLS............................................................... 5
WAIVER...................................................................... 13
WAIVER OF SUBROGATION....................................................... 10
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LEASE AGREEMENT
THIS LEASE AGREEMENT, made and entered into on this the 19th day of
January, 1999, by and BETWEEN MIDTOWN PLAZA, INC., a Kentucky Corporation whose
principal place of business is 000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx Xxxxx,
Xxxxxxxx 00000, as Landlords, hereinafter referred to as "Landlord" AND
__________ CITIZENS FIRST CORPORATION
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with its principal place of business at
0000 Xxxxxxxx Xxxx, Xxxxxxx Xxxxx, Xxxxxxxx 00000
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a Tenant, hereinafter referred to as "Tenant".
W I T N E S S E T H :
1. PREMISES LEASED. In consideration of the mutual covenants and
agreement herein contained, Landlord hereby leases to Tenant, and Tenant hereby
leases from Landlord, Unit(s) numbered 7 & 8, [containing approximately three
thousand six hundred forty-two (3,642) square feet] in the shopping center
known as MIDTOWN PLAZA; a retail shopping center located at 000 Xxxxxx Xxxxxx in
Bowling Xxxxx, Xxxxxx County, Kentucky ("Midtown Plaza"), which Unit is
indicated on the plan which is attached hereto as Exhibit A and made a part
hereof (the "Leased Premises"), but reserving and excepting to Landlord all
space above the ceiling of the Leased Premises and the use of the exterior walls
and roof, and has the right to install, maintain, use, repair, and replace
pipes, ducts, conduits, and wires leading through the premises serving other
parts of Midtown Plaza (provided, however, that any such use by Landlord shall
not materially interfere with Tenant's use of the Leased Premises). The Midtown
Plaza is located on a tract of land designated as the 6.26 acre property located
at Xxxxxx Avenue and
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Xxxxxxxxx and known as the Midtown Plaza Shopping Center and Business Complex
which is owned by Midtown Plaza, Inc.
2. TERM. This Lease shall be for a term ("Term") of
ONE (1) YEAR
beginning on January 19, 1999,
and terminating on
January 19, 2000,
unless sooner terminated in accordance with the provisions of this lease.
3. RENTAL. Tenant shall pay to Landlord, without deduction or offset,
the following rental for the Leased Premises ("Rental"): (I) -------- for the
period from:
___________________________, 19________, to
___________________________, 19________,
the sum of:
TWENTY-SIX THOUSAND FOUR HUNDRED AND 00/100 DOLLARS
($26,400.00 ) PER YEAR,
payable in monthly installments of:
TWO THOUSAND TWO HUNDRED AND 00/100 DOLLARS ($2,200.00) EACH;
and, (II)------------- for the period from:
___________________________, 19________, to
___________________________, 19________,
the sum of:
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($_________________ ) per year, payable in monthly installments of:
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($___________________ ) each.
The installments of Rental set forth above shall be due and payable
without demand or notice in advance on the first day of each calendar month
during the Term, commencing on ________________________________,
19_____________. Tenant shall also pay, as additional rent, all such other sums
of money as shall become due from and payable by Tenant to Landlord pursuant to
this
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Lease. Rental for partial months at the beginning and end of the Lease
shall be prorated.
4. LATE RENTAL PAYMENTS. All payments of Rental not received by
Landlord within five (5) days following the due date shall be subject to a late
payment penalty of ten percent (10%) of the amount of such late installment,
which penalty shall be due and payable contemporaneously with the payment of
such late installment. Landlord's right to receive a late payment penalty shall
not limit all other remedies available to Landlord pursuant to this Lease or by
law for a breach by Tenant hereunder. The provisions of this Lease with respect
to any obligation of Tenant to pay any sums to Landlord or to perform any act
shall survive the expiration or other termination of this Lease.
5. SECURITY DEPOSIT. As security for the faithful and punctual
performance by Tenant of all of its obligations hereunder, Tenant has paid to
Landlord a security deposit of two thousand two hundred and 00/100 dollars
($2,200.00) (the "Security Deposit") AND the last month's rent, in advance, of
two thousand two hundred and 00/100 dollars ($2,200.00). The Security Deposit to
be held by Landlord without liability for interest in accordance with this
paragraph. Within forty-five (45) days after the expiration of the Term,
Landlord shall return the Security Deposit to Tenant; provided, however, that
Landlord's obligation to return the Security Deposit shall be conditioned upon
Tenant's providing the Landlord an address for delivery thereof, and provided
further that Landlord shall have the right to offset against the Security
Deposit all Rental and other amounts required to be paid by Tenant pursuant to
this Lease that are due and owing by Tenant upon expiration of the Term, and to
offset against the Security Deposit Landlord's reasonable estimate of all
amounts required to perform all unfulfilled obligations, if any, of Tenant under
this Lease, including without limitation, all unfulfilled obligations of Tenant
under paragraph 22 hereof. In the event of any such offset, and upon request of
Tenant, Landlord shall deliver to Tenant a statement describing the items of
offset. Landlord's right of offset hereunder shall be in addition to all other
remedies of Landlord in the event of a default by Tenant under this Lease.
6. UTILITY BILLS. Tenant shall pay all utility charges made against the
Leased Premises including, but not limited to, charges for water, sewer, gas and
electricity, and all other utility charges continuing during the original and
any renewal term of this Lease as the same shall
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become due. In no event shall Landlord be liable for any interruption or failure
in the supply of any utilities to the Leased Premises.
7. USE OF PREMISES. Tenant covenants and agrees to open the Leased
Premises as a branch bank office and thereafter not to use the Leased Premises
for any other purpose without the prior written agreement of Landlord.
Tenant covenants and agrees not to use the Leased Premises for any
illegal purpose nor in such manner as to violate any applicable and valid law,
rule or regulation of any governmental body, and to use the Leased Premises in a
careful, safe and proper manner, and not permit waste therein, including being
responsible for removal of any accumulation of its debris from the Leased
Premises and its service drives and/or receiving area.
8. TENANT'S OPERATION OF PREMISES. During the Term, Tenant shall
conduct its business from the Leased Premises diligently and without
interruption, in a first-class and reputable manner, during business hours and
on business days that are customary for other businesses in Midtown Plaza or
that may be designated from time to time by Landlord.
Tenant shall, at all times during the Term:
(I) keep the interior of, and all display windows in, the
Leased Premises well lighted during its business hours and keep its exterior
electric sign in operation during the hours from dusk to midnight (Bowling Green
Time ) on each day during the Term;
(II) store in the Leased Premises only such goods and
merchandise as Tenant intends to offer for sale at retail from the Leased
Premises; and
(III) comply with all laws and ordinances of all governmental
authorities having jurisdiction over the Leased Premises and with all rules,
regulations and requirements of the Board of Health and the fire insurance
underwriters for Midtown Plaza.
Tenant shall not, at any time during the Term:
(I) conduct or suffer to be conducted any fire, bankruptcy, or
going-out-of-business sale in the Leased Premises;
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(II) use or permit the use of the sidewalk adjacent to the
Leased Premises as a newsstand, sidewalk shop, taxi stand, or for any purpose
other than a pedestrian way;
(III) unload or permit the unloading of any delivery vehicle
on any part of Midtown Plaza; other than at the rear of the Leased Premises;
(IV) engage in any activities or make use of any equipment or
processes that would result in an increase to Landlord's insurance premiums for
Midtown Plaza;
(V) install on the Leased Premises or in any part of Midtown
Plaza any amplifiers or other sound equipment that can be heard outside the
Leased Premises;
(VI) permit any refuse to accumulate on or around the Leased
Premises or any part thereof unless confined in metal containers or properly
baled, so located as not to be visible to members of the shopping public in
Midtown Plaza, or permit any refuse to be placed on any sidewalk, curb, or part
of the parking area of Midtown plaza;
(VII) keep or display any merchandise on or otherwise obstruct
any sidewalks of Midtown Plaza; or
(VIII) place any signs, placards or leaflets of any nature
(other than those expressly permitted by this Lease), including, without
limitation, signs placed on vehicles or trailers, anywhere in Midtown Plaza or
within a five hundred (500) yard radius thereof.
9. MAINTENANCE, REPAIRS AND ALTERATIONS.
(A) Landlord shall, at its cost and expense, maintain in good
repair the foundation, the outer walls (excepting the doors, windows and plate
glass) and roof of the Leased Premises, and the pipes, wires and conduits to and
from the exterior of the Leased Premises.
(B) Tenant shall, at its expense, maintain the Leased Premises
in the same manner that a reasonably careful and prudent person would maintain
his or her own business property, Without limiting the foregoing, Tenant shall
keep the inside and outside of all glass and the doors and windows of the Leased
Premises clean, shall keep all exterior storefront surfaces clean, shall replace
promptly at its own expense with glass of like kind and quality any plate glass
or window glass of the Leased Premises which may become cracked or broken, shall
maintain the Leased Premises in a clean, orderly and sanitary condition, and
shall keep in good repair the plumbing, bathrooms, drains, air conditioning
equipment, heating equipment, hot water systems, pipes, wires and conduits. In
the event that (I) Tenant fails to make repairs which Tenant is obligated to
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make pursuant to this subsection within ten (10) days of receipt of written
notice from Landlord describing the repairs to be performed, or (II) Landlord
reasonably determines that emergency repairs for which Tenant is responsible are
necessary, then Landlord shall have the right to cause such repairs to be made
and Tenant shall be obligated forthwith to reimburse Landlord for the reasonable
costs thereof. If Tenant fails promptly to reimburse Landlord for such repairs,
such failure shall constitute a material breach hereof, and the reimbursement
amount due to Landlord shall bear interest at the lesser of (I) the maximum
contract rate of interest allowed by applicable law or (II) fifteen percent
(15%) per annum. Tenant agrees to indemnify and save harmless Landlord from and
against all liens, claims or damage by reason of any repairs or improvements
which may be made on the Leased Premises.
(C) The Leased Premises are leased by Landlord and accepted by
Tenant "AS IS", without any warranties or representations of whatsoever kind or
nature, whether express or implied, or whether written or oral, concerning any
and all defects of a physical nature, whether in material or workmanship, which
would be visible and apparent upon Tenant's full inspection and examination of
the Leased Premises. Prior to making any improvements in the Leased Premises,
Tenant shall submit to Landlord plans and specifications therefore in such
detail as may reasonably be requested by Landlord. Tenant shall not construct,
remove, or alter any improvements in the Leased Premises without first obtaining
Landlord's prior written consent, which consent may be withheld in Landlord's
sole discretion. Without limiting the foregoing, Tenant shall not change the
exterior color of the Leased Premises, make any changes to the Leased Premises
which would alter the structure thereof, or the mechanical, electrical or
plumbing systems thereof, or the ceiling or floor thereof, place any shade or
awning of any kind on the exterior of the Leased Premises, modify the
arrangement of the windows or doors on the exterior of the Leased Premises, or
make any modifications to or cut any penetrations into the roof of the Midtown
Plaza without first submitting to Landlord plans and specifications therefor and
obtaining from Landlord prior written approval thereof in accordance with this
Paragraph. Without limiting the foregoing, no modifications shall be made to,
and no penetrations cut in, the roof of Midtown Plaza except by a contractor
approved in writing by Landlord.
10. SIGNS. Tenant shall, at its sole cost and expense, erect and
maintain on the outside of the Premises a lighted sign whose color, design
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and size has been approved by Landlord. Tenant shall not, without the prior
written consent of Landlord, change the color, design or size of its sign on the
outside of the Premises, or place any additional sign thereon, or place any
sign, sticker or placard on, or within three (3) feet of the inside surface of
any window of the Premises.
11. PARKING. Landlord shall provide a customer parking area in front of
Midtown Plaza as well an area behind Midtown Plaza for use by Tenant and
Tenant's employees, officers and agents. In no event shall Tenant or Tenant's
employees, officers or agents be permitted to park in the customer parking area
in front of Midtown Plaza, and should it become necessary, Landlord retains the
right and power to allocate parking spaces in the rear of Midtown Plaza to the
various Tenant's of the building in the same proportion that the square feet of
each tenant's leased premises bears to the total number of square feet in
Midtown Plaza. All parking areas in Midtown Plaza shall at all times be subject
to the exclusive control and management of the Landlord, Tenant shall, upon
Landlord's request from time to time, furnish to Landlord the type, color and
license numbers of the vehicles of Tenant and of its employees, officers and
agents.
12. INSURANCE.
(A) Landlord shall keep Midtown Plaza insured against loss and
destruction and/or damage by fire. The proceeds of such insurance in the event
of loss shall be paid to Landlord or its assigns.
(B) Tenant shall keep in force, at its own expense, during the
term, public liability insurance covering the Leased Premises carried with
companies and in a form reasonably acceptable to Landlord with minimum limits of
Five Hundred Thousand Dollars ($500,000.00) for bodily injuries to, or death of,
one person, and One Million Dollars ($1,000,000.00) for bodily injuries to, or
death of, more than one person per occurrence; and property damage and fire
insurance with a minimum limit in an amount at least equal to eighty percent
(80%) of the value of all of Tenant's property, real and personal, on or in the
Leased Premises per occurrence. Tenant shall also maintain glass breakage
insurance covering all exterior windows and doors of the Leased Premises. All
such policies shall name Landlord (specifically: Midtown Plaza, Inc. AND Xxxxxxx
X. and Xxxxx X. Xxxxxxxx) as additional insured, and shall provide that the
policies may not be cancelled or amended without thirty (30) days' prior notice
to Landlord. At least fifteen (15) days prior to the expiration of each of the
policies required to be carried by Tenant, Tenant shall deliver to Landlord
either a duplicate original of such policy or a certificate of
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insurance thereon, together with evidence satisfactory to Landlord of the
payment of the premiums therefor. If Tenant fails to obtain and maintain
insurance in accordance herewith, then Landlord shall have the right, at its
option and upon three (3) days' written notice to Tenant, to cause insurance to
be issued in accordance with this Paragraph, in which event Tenant shall pay the
premium for such insurance promptly upon Landlord's demand therefor.
13. WAIVER OF SUBROGATION. Notwithstanding any provision to the
contrary in this Lease, Landlord and Tenant each waive any and all rights of
recovery, claims and causes of action against the other, or against the agents.
officers, invitees or employees of the other, for any death of, or injury to,
any person or any loss or damage that may occur to the Leased Premises or
Midtown Plaza or any personal property of either party located therein or
thereon, by reason of fire, the elements or any other cause which is required to
be insured against under the terms of the policies of insurance required
hereunder to be carried by the parties, regardless of the origin of such loss or
damage, including the negligence of the other party, its agents, officers,
licensees or employees, and each party covenants that its insurer shall not hold
any right of subrogation against the other party by reason of any such loss or
damage.
14. DESTRUCTION OF OR DAMAGE TO PREMISES. If the Leased Premises are
damaged or destroyed by fire, explosion, wind storm or any other casualty during
the Term to such an extent that the damages cannot reasonably be repaired within
ninety (90) days thereof, and if as a result of such damage or destruction it
becomes impracticable for Tenant to operate its business from the Leased
Premises, each of Landlord and Tenant shall have the option, exercisable by
written notice to the other within ninety (90) days after such damage or
destruction, to terminate this Lease effective as of the date of such damage or
destruction. If the damage can reasonably be repaired within ninety (90) days,
or if neither Tenant nor Landlord elects to terminate this Lease during such
period, then Landlord shall proceed to repair and rebuild the damaged or
destroyed Premises upon the same plan as existed immediately prior to such
damage or destruction. During such period of time as the Premises are affected
by such damage or destruction, and to the extent that the business of Tenant is
materially impaired, the Rental shall be proportionately abated. Tenant shall
not be entitled to compensation from Landlord for damages on account of
inconvenience, annoyance or loss of business during any period
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of repair or reconstruction unless Landlord fails diligently and continuously to
prosecute to completion such repair or reconstruction.
15. EFFECT OF CONDEMNATION. If more than twenty percent (20%) of the
Leased Premises, or an amount rendering the Leased Premises untenantable, is
taken by a condemnation proceeding, Tenant shall have the right at its option to
terminate this Lease as of the date of the taking of possession under the
condemnation proceeding. If Tenant elects not to terminate the Lease under such
circumstances, Rental shall xxxxx in the proportion as the number of square feet
taken bears to the total number of square feet of the Premises. All compensation
awarded for such taking shall belong to and be the property of the Landlord.
16. TAXES. Landlord shall pay all City, County, State and School ad
valorem taxes which may be levied against the Leased Premises and the land on
which it is situated. Tenant shall be responsible for the payment of all ad
valorem taxes on its machinery, equipment, inventory, furnishings and other
personal property which it may install in the Leased Premises for the carrying
on of its business.
17. ASSIGNMENT AND SUBLETTING. Tenant shall not, without the prior
written consent of Landlord, sell or otherwise transfer or mortgage or otherwise
encumber its interest in the Premises or any portion thereof. Without limiting
the foregoing, Tenant shall not sublet or license the Premises or any portion
thereof without Landlord's prior written consent. In the event that Tenant, with
Landlord's consent, sells or otherwise transfers, mortgages or otherwise
encumbers, or sublets or grants concessions or licenses covering all or any
portion of the Premises, Tenant shall continue to be liable for payment of all
rent as herein provided and for the continued performance of all of the Tenant's
obligations pursuant to this Lease. In the event that Tenant is other than a
sole proprietorship, none of the persons who have, directly or indirectly, an
ownership interest in Tenant as of the date of this Lease shall, voluntarily or
involuntarily, sell or otherwise transfer or pledge or otherwise encumber said
ownership interest during the Term without the prior written consent of
Landlord; provided, however, that transfers by devise or descent shall not be
subject to Landlord's approval hereunder.
18. RIGHT OF ENTRY. Landlord shall have the right to enter upon the
Leased Premises at all reasonable hours to conduct inspections and perform
maintenance and repairs; provided, however, that Landlord shall use its
reasonable efforts to minimize interference with the business of Tenant. During
the final six (6) months of the Term, Landlord may
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enter upon the Premises to show the Premises to prospective tenants; provided,
however that Landlord may do so only during Tenant's normal business hours, and
that Landlord shall use reasonable efforts to minimize interference with the
business of Tenant.
19. INSOLVENCY OR BANKRUPTCY OF TENANT. If (I) Tenant or any guarantor
of this Lease shall become bankrupt of insolvent, or file a voluntary petition
seeking relief from creditors under the Federal Bankruptcy Act, as amended, or
any state statute, or (II) a receiver or trustee is appointed for Tenant or any
guarantor of this Lease, or for any substantial portion of Tenant's or such
guarantor's assets, and such appointment not be revoked within ten (10) days, or
(III) a court of competent jurisdiction adjudicates Tenant or any guarantor of
this Lease to be a bankrupt in any involuntary proceedings, and if Tenant fails
to provide, within three (3) days of Landlord's request therefor, adequate
assurance of Tenant's or such guarantor's ability promptly to cure all defaults
of Tenant under this Lease, if any, and of Tenant's future performance of this
Lease, then such act, failure or event shall constitute a default of Tenant
hereunder.
Notwithstanding any other provisions contained in this Lease, in the
event the Lessee is closed or taken over by the banking authority of the State
of Kentucky, 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 or to terminate the Lease; provided that in the
event this
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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.
20. WAIVER. No waiver of any of the covenants and agreements herein
contained or of any breach thereof shall be taken to constitute a waiver of any
subsequent breach of such covenants or agreements or to justify or authorize the
non-observance at any time of the same or of any of the other covenants and
agreements herein contained.
21. REMEDIES OF LANDLORD IN EVENT OF DEFAULT BY TENANT
If (A) Tenant defaults in the payment of any installment of Rental or
any other sum payable under this Lease, as and when such payment shall become
due and payable as herein provided, and if such default continues for ten (10)
days from the date of receipt by Tenant of notice of default from Landlord,
or (B) Tenant defaults in the keeping or performing of any other
covenant, negative covenant or obligation of Tenant hereunder and fails to cure
said default within thirty (30) days from receipt of notice thereof from
Landlord (unless such default cannot reasonably be cured within thirty (30) days
and Tenant shall have commenced to cure such default within such thirty (30)
days and continues diligently to pursue the curing of the same),
or (C) Tenant abandons the Premises or vacates same for a period in
excess of five (5) continuous business days,
then Landlord shall have the right, without further notice or demand to
Tenant or any other person, to elect to do any of the following:
(I) to maintain the Lease in full force and effect, whereupon Landlord
shall have the right to xxx for all amounts of Rental and other amount payable
by Tenant to Landlord hereunder as same come due;
(II) terminate this Lease and repossess and retain the Leased Premises,
whereupon Landlord shall have the right to recover from Tenant the present value
of all Rental and other amounts to accrue under the Lease, discounted at the
rate of ten percent (10%) per annum, less the cash
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market value of the Lease for the unexpired portion of the Term, as reasonably
determined by Landlord; or
(III) terminate Tenant's right to possession of the Leased Premises
without terminating this Lease, whereupon Landlord shall have the right to
repossess the Leased Premises, to attempt to lease them to another tenant, and
to recover from Tenant all amounts of Rental and other amounts payable by Tenant
to Landlord hereunder as same come due and as reduced by the rental, if any,
received by Landlord for the pertinent lease period from the other tenant, if
any; provided, however, that if Landlord elects or is deemed to have elected to
proceed under this subparagraph (iii), then Landlord may at any time thereafter
elect to terminate this Lease pursuant to subparagraph (ii).
Unless Landlord advises Tenant in writing to the contrary within ninety
(90) days after Tenant's default, Landlord shall be deemed to have elected the
remedy set forth in subparagraph (iii) above. Landlord shall have no obligation
of any nature to mitigate damages in the event of a breach of this Lease by
Tenant. In the event of default, the undersigned Tenant and any guarantor hereof
agree to pay reasonable attorneys' fees and costs occasioned by the default and
in accordance with KRS 453.250.
22. RETURN OF PREMISES TO LANDLORD. Upon the expiration of the Term,
Tenant shall surrender the Leased Premises to Landlord, broom clean, in the same
or a similar condition as the Leased Premises were in at the beginning of this
Lease, reasonable wear and tear excepted, and Tenant covenants that it will
restore the Leased Premises to such condition and will be liable to Landlord for
any costs incurred by Landlord in restoring the Leased Premises to such
condition in the event Tenant fails to restore the Leased Premises to such
condition.
23. CONVEYANCE BY LANDLORD. If Landlord conveys fees simple title to
Midtown Plaza to any third party, and said third party assumes all of the
obligations of Landlord hereunder, then Landlord shall thereupon be relieved and
released from all obligations as Landlord under this lease and Tenant shall look
solely to such third party grantee for performance of Landlord's obligations
hereunder; provided, however, that Landlord's release from liability hereunder
shall be conditioned upon Landlord first furnishing to Tenant a copy of the
fully executed instrument of conveyance.
24. NOTICES. All notices to be given or delivered hereunder shall be in
writing and shall be delivered either by certified mail, postage prepaid, return
receipt requested, or by courier or messenger delivery, at
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the address of Landlord and Tenant set forth in the preamble of this Lease.
Notices shall be deemed to be given and received when delivered to the addresses
called for hereby. Landlord and Tenant may, by delivering notice to the other,
designate substitute addresses for those set forth above.
25. ATTORNEYS' FEES AND EXPENSES. In the event Landlord shall be
required to engage legal counsel for the enforcement of any of the terms of this
Lease, whether such employment shall require institution of suit or other legal
services required to secure compliance on the part of the Tenant, the Tenant
shall be responsible for and shall promptly pay to the Landlord the reasonable
attorneys' fees, and any other expenses incurred by the Landlord as a result of
such default.
26. RENEWAL OF LEASE. If Tenant has performed all of the covenants and
obligations imposed on it under this Lease, then Tenant shall have the right to
renew and extend this Lease for TWO ADDITIONAL PERIODS OF TWO (2) YEARS EACH
(THE "RENEWAL TERMS") commencing on the expiration of the initial Term referred
to in paragraph 2 hereof. In order to exercise its option to extend this Lease
for the Renewal Term, Tenant shall give written notice of such exercise to
Landlord not less than ninety (90) days prior to the expiration of the Term
referred to in paragraph 2 hereof. If Tenant exercises its option to extend the
Lease for the Renewal Term, this Lease shall be so extended subject to all of
the terms, provisions and conditions hereof, except that (I) Tenant shall have
no further right to renew or extend this Lease, and (II) the Rental during the
Renewal Term shall be the Rental in effect on the last day of the Term as
provided in paragraph 3 hereof (the "Base Rental"), multiplied by a fraction,
the numerator of which is the Consumer Price Index for All Urban Consumers, all
Items, U.S. City Average, published by the U.S. Department of Labor, Bureau of
Labor Statistics (the "Consumer Price Index") prevailing on the first day of the
Renewal Term, and the denominator of which is the Consumer Price Index
prevailing on
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provided, however, that in no event shall the Rental during the Renewal Term be
less than the Base Rental. The Rental payable under this Lease shall thereafter
be redetermined in the same manner set forth in the preceding sentence hereof on
each anniversary of the first day of the Renewal Term.
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27. SEVERABILITY. If any provision of this Lease shall be declared
invalid or unenforceable, the remainder shall continue in full force and effect.
28. SUCCESSORS AND ASSIGNS. All of the covenants and agreements herein
contained shall be binding upon and inure to the benefit of the parties hereto,
and their successors and/or assigns.
29. CORPORATE AUTHORITY. The Tenant warrants that the parties executing
this agreement on its behalf do so by virtue of authority granted by resolutions
appropriately adopted pursuant to the Bylaws of such corporation.
30. GRAMMATICAL USAGE. In construing this Lease, neuter pronouns shall
be substituted for those masculine in gender and vice versa, and plural terms
shall be substituted for those singular and singular for plural in any place in
which the context requires so.
31. REMEDIES CUMULATIVE. The specified remedies to which the Landlord
may resort under the terms of this Lease are cumulative and are not intended to
be exclusive of any remedies or means of redress to which Landlord may be
lawfully entitled in case of any breach or threatened breach by Tenant of any
provision(s) of this Lease.
32. RECORDING. This Lease shall not be recorded for any public
inspection by the parties hereto; provided, however, that a memorandum of Lease
may be placed of record by either of the parties hereto, same to reflect only
the parties to the agreement and the tract which is affected by this Lease. In
no respect shall said memorandum set forth rent or financing arrangements
contained herein.
33. ENTIRE AGREEMENT; GOVERNING LAW. This Lease, including Exhibit A
attached hereto and initialed or signed by Landlord and Tenant, contains the
entire agreement between the parties hereto, is a total integration thereof and
may not be changed orally but only by an agreement in writing signed by the
party against whom enforcement of any waiver, change, modification and/or
discharge is sought. This Lease shall be governed by, construed, and enforced in
accordance with the laws of the Commonwealth of Kentucky.
IN WITNESS WHEREOF, the parties have caused this instrument to
be executed by the persons thereunto duly authorized, this the 19th day of
January, 1999, as to Landlord; and this the 19th day of January, 1999, as to
Tenant.
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LANDLORD:
MIDTOWN PLAZA, INC.
/s/ Xxxxxxx X. Xxxxxxxx
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XXXXXXX X. XXXXXXXX, PRESIDENT
STATE OF KENTUCKY
SS
COUNTY OF XXXXXX
The foregoing Lease Agreement was acknowledge to before me by
Xxxxxxx X. Xxxxxxxx, President, of Midtown Plaza, Inc., this the 19th day of
January, 1999.
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Notary Public, State at Large
My commission expires:
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TENANT:
CITIZENS FIRST CORPORATION
/s/ Xxxx X. Xxxxxx - President
-----------------------------------------------
Authorized Representative's Signature and Title
/s/ Xxxx X. Xxxxxx - President
-----------------------------------------------
PRINT Representative's Name and Title
-----------------------------------------------
Authorized Representative's Signature and Title
-----------------------------------------------
PRINT Representative's Name and Title
STATE OF KENTUCKY
SS
COUNTY OF XXXXXX
The foregoing Lease Agreement was acknowledge to before me by
Xxxx X. Xxxxxx and ______________________________, the Authorized
Representative(s) for CITIZENS FIRST CORPORATION, as Tenant; this the 19th day
of January, 1999.
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Notary Public, State at Large
My commission expires:
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For and in consideration of the Landlord leasing the premises to the
Tenant, I/we the undersigned hereby jointly and severally guarantee unto
Landlord the performance of this Lease and the payment of all rentals and
charges to be construed as rentals due by Tenant.
GUARANTOR(S):
---------------------------------------- ------------------------------------
Signature Signature
---------------------------------------- ------------------------------------
PRINT Name PRINT Name
STATE OF KENTUCKY
SS
COUNTY OF XXXXXX
The foregoing Lease Agreement was acknowledge to before me by
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and
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_____, as Guarantor(s),
this the ________________ day of ____________________________, 19__________.
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Notary Public, State at Large
My commission expires:
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