EXHIBIT 10.11
Lease at 0000 Xxxxxxxxx Xxxx
LEASE
THIS LEASE is entered into on August 1, 1982 between
JAYTEE PROPERTIES
P. O. XXX 000
XXXXXXXXXXX, XX 00000
"Landlord"
and
REPUBLIC BANK & TRUST COMPANY
0000 XXXXXXXXX XXXX
XXXXXXXXXX, XX 00000
"Tenant"
WITNESSETH:
In consideration of the mutual convenants hereinafter contained, and
each act performed hereunder by either of the parties, Landlord and Tenant agree
as follows:
ARTICLE I
EXHIBITS ATTACHED AND MEMORANDUM OF LEASE
Section 1.01. Exhibits. The following exhibits are attached to and
made a part of this Lease:
(1) Exhibit A. Specimen Memorandum of Lease.
(2) Exhibit B. Legal Description of the Demised Premises.
(3) Exhibit C. Diagram.
Section 1.02. Memorandum of Lease. Landlord and Tenant agree not to
place this lease of record, but to execute, acknowledge and record a memorandum
of lease containing the names of Landlord and Tenant, the specific legal
description of the Demised Premises, the Original Term, and the renewal option.
Such memorandum of lease shall be substantially in the form of Exhibit A
attached hereto and by reference made a part hereof. Landlord shall have the
memorandum of lease recorded and supply the recorded copy to Tenant.
ARTICLE II
DEMISED PREMISES
Section 2.01. Demised Premises. Landlord hereby lets and demises to
Tenant, and Tenant hereby leases from Landlord the real property known as and
located at 2805 and 0000 Xxxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx, together with the
improvements located thereon, consisting of a two story brick building and
appurtenances.
ARTICLE III
TERM AND RENEWALS
Section 3.01. Original Term. The "Original Term" of this lease shall be
for a period of sixteen (16) years beginning on August 1, 1982 and ending on
July 31, 1998.
Section 3.02. Renewals. Landlord grants to Tenant an option to extend
the Original Term for an additional term of ten (10) years on the same terms and
conditions as herein set forth. This lease shall be automatically renewed unless
Tenant notifies Landlord in writing three months prior to the expiration of such
Lease that the Tenant will not exercise his option to extend the Lease.
Section 3.03. Demised Term. The Original Term and any additional
terms of this lease resulting from the exercise of the option granted in Section
3.02 are collectively referred to in this lease as the "Demised Term."
Section 3.04. Holding Over. In the event Tenant remains in possession
of the Demised Premises after the expiration of the Demised Term and without the
execution of a new lease, it shall be deemed to be occupying the Demised
Premises as a tenant from month to month, subject to all conditions, provisions
and obligations of this lease insofar as the same are applicable to a
month-to-month tenancy.
ARTICLE IV
RENT
Section 4.01. Rent. The Tenant shall pay as rent for the Demised
Premises the sum of $24,996 annually, payable $2,083 per month for each and
every month during the first three years of this Lease. Rentals shall be
adjusted upward (but not downward) at the end of each three year segment of the
demised term at such amount as the parties may agree upon as properly reflective
of prevailing increases in rentals generally. In the event of a failure of
agreement, the parties will submit the question of fair rental to a member of
the Louisville Board of Realtors jointly acceptable to the parties, whose
decision will be binding upon both Landlord and Tenant. All payments shall be
paid in advance without demand on the first day of each month at the office of
the Landlord or at such place designated by Landlord. If the commencement of the
Lease term does not coincide with the first day of a calendar month, the monthly
rental payment for the first and last months of the term shall be paid in a
prorated amount which shall be computed on the number of days the Tenant
occupies the premises during the months in question.
Section 4.02. Real Estate Taxes. Tenant shall reimburse Landlord for
real property ad valorem taxes levied on the Demised Premises which are paid by
Landlord during the Demised Term. The reimbursement provided for in this section
shall be paid within thirty (30) days after delivery to Tenant of a receipt
showing such payment by Landlord. The amount of Tenant's liability for said Real
Estate Taxes shall be determined by multiplying the total xxxx by a fraction,
the numerator of which is 1800 and the denominator of which is the total square
feet in the building of which the Demised Premises are a part.
(A) Tenant shall have the right at its own expense to challenge any tax
or assessment; such challenge will not, however, relieve Tenant's obligation to
pay such taxes promptly when due. If such challenge results in a reduction of
taxes or assessments, Tenant shall be entitled to a refund of its proportionate
part of such reduction within 14 days of the date such refund amount is received
by Landlord. If the challenge results in reduction of a xxxx prior to payment of
Landlord, Tenant shall not be entitled to a refund, but shall have its xxxx
appropriately reduced.
(B) If this lease expires or terminates before a tax or assessment xxxx
is rendered for the year in which such expiration or termination occurs, Tenant
shall pay to Landlord on January 1 of such year of expiration or termination the
proportionate amount of the anticipated tax for the entire calendar year. The
said proportional amount shall be computed as a fraction, the numerator of which
shall be the number of months of the lease term within the last calendar year
and the denominator of which shall be 12.
ARTICLE V
USE OF DEMISED PREMISES
Section 5.01. Use. The Demised Premises may be used by Tenant for the
operation of a bank and trust company, and for other financial and related
services. Tenant shall not use or allow the Demised Premises to be used for any
purpose other than as specified herein and shall not use nor permit the Demised
Premises to be used for any unlawful, disreputable or immoral purpose or in any
way that will injure the reputation of the Demised Premises.
ARTICLE VI
UTILITY SERVICES
Section 6.01. Payment by Tenant. Payment for all utilities used upon or
in connection with the office space leased by Tenant will be paid by the Tenant
in an amount due according to the separate meters which have been installed to
register consumption for said office space. Such utilities include water, gas
and electricity.
Tenant will reimburse Landlord for the Tenant's share of any bills for
trash collection within 30 days after notice of such xxxx is received by the
Tenant.
ARTICLE VII
MAINTENANCE
Section 7.01. Landlord's Responsibilities. Landlord shall make
replacements within the interior and exterior of the Demised Premises and keep
and maintain same in good condition and repair. If Landlord refuses or neglects
to commence or complete repairs promptly or adequately, Tenant may, but shall
not be required to do so, make or complete said repairs and deduct the cost
thereof from the next rental payment. Landlord shall comply with the directions
of proper public officers as to the maintenance of the Demised Premises and
shall comply with all health and police regulations applicable to or affecting
the Demised Premises. Tenant shall deliver the Demised Premises to Landlord in
good condition at the end of the Demised Term, excepting ordinary wear and tear
and damage by fire or casualty.
ARTICLE VIII
ALTERATIONS
Section 8.01. Alterations by Tenant. Any remodeling, alterations and
additions to the Demised Premises which Tenant may deem necessary during the
Demised Term shall be made at Tenant's expense, and Landlord hereby consents
thereto. Major structural changes to the Demised Premises shall be made only
with Landlord's written consent. Except as otherwise provided in Section 9.01,
or unless otherwise specifically provided in writing, any such alteration or
addition shall remain in the Demised Premises upon the expiration or termination
of this Lease, free of any claim by Tenant. Tenant shall furnish evidence to
Landlord that all claims for labor and materials furnished for such remodeling,
alteration or addition have been paid or provided for. Should Tenant fail to pay
for such labor or materials, Landlord may pay such amount and add the cost
thereof to the rental provided for herein.
ARTICLE XI
TRADE FIXTURES
Section 9.01. Tenant's Equipment. All fixtures, equipment and other
personal property placed in or upon the Demised Premises by Tenant shall remain
property of Tenant, and Tenant shall have the right to remove such property at
any time. Landlord shall execute or cause any mortgagee of Landlord to execute
in recordable form any waivers as tenant may request as to said fixtures,
equipment and other personal property.
ARTICLE X
INSURANCE
Section 10.01. Fire and Extended Coverage. Tenant shall carry during
the Demised Term fire and extended coverage insurance on the building
constituting a part of the Demised Premises for not less than eighty percent
(80%) of its insurable value on a reproduction cost basis. Tenant shall provide
Landlord with certificates of insurance showing that all insurance is effective,
payable to Landlord and Tenant (as their respective interests appear) and not
cancelable without ten (10) days' prior written notice to Landlord. Landlord and
Tenant hereby waive and relinquish any and all rights which either might have
against the other arising out of damage to the Demised Premises or any property
therein, resulting from fire or casualty normally covered by standard fire and
extended coverage insurance, whether or not such damage is caused by any alleged
negligence of either Landlord or Tenant, their employees, customers, invitees or
licensees. Landlord and Tenant agree that the fire and extended coverage
insurance policy or policies shall include a waiver of subrogation endorsement
recognizing the release of liability of Landlord and Tenant as set forth herein.
Section 10.02. Public Liability Coverage. Tenant shall, commencing on
the date it commences occupancy of the Demised Premises, and thereafter
continually during the Demised Term, carry public liability insurance with
respect to the Demised coinsureds. Such insurance policy shall have limits of
liability of not less than $500,000 single limit and $500,000 for damage to
property. Tenant shall furnish Landlord with certificates of insurance showing
that such insurance is in force and not cancelable without ten (10) days' prior
written notice to Landlord. On or before one hundred twenty (120) days prior to
the expiration of the first three (3) lease years during the Demised Term,
Landlord may give written notice to Tenant requiring that the limits of
liability set forth in this Section 10.02 be increased for the renewal period of
three (3) lease years to an amount comparable to the then standard limits of
liability contained in public liability insurance policies for commercial leases
in Kentucky. If Landlord and Tenant are unable to agree on the amount of the
increase in the liability for the renewal period, such increase shall be
determined by the majority decision of three arbiters, one of whom shall be
appointed by Landlord, one by Tenant and the third by the other two arbiters, or
if they are unable to agree on a third arbiter, by the senior Federal District
Court Judge for the Western District of Kentucky. The fees and expenses of any
arbiters shall be borne equally by Landlord and Tenant. Pending final
determination of the amount of such increase, Tenant shall continue to carry
public liability insurance in an amount not less than the amount required during
the original lease term. However, within sixty (60) days after the amount of
such increase, if any, is finally determined, Tenant shall carry public
liability insurance as provided herein in an amount not less than the amounts so
determined.
Section 10.03. Waiver of Subrogation. Each party hereto waives any and
every claim which arises or may arise in its favor and against the other party
hereto during the term of this Lease or any renewal or extension thereof for any
and all loss of, or damage to, any of its property located within or upon, or
constituting a part of, or damage to, any of its property located within or upon
the premises leased to Tenant hereunder, which loss or damage is covered by
valid and collectible fire and extended coverage insurance policies, to the
extent that such loss or damage is recoverable under said insurance policies.
Said mutual waivers shall be in addition to, and not in limitation or derogation
of any other waiver or damage to property of the parties hereto. Inasmuch as the
above mutual waivers will preclude the assignment of any aforesaid claim by way
of subrogation (or otherwise) to any insurance company (or to any other person),
each party hereto hereby agrees immediately to give to each insurance company
which has issued to it policies of fire and extended coverage insurance, written
notice of the terms of said mutual waivers, and to have said insurance policies
properly endorsed, with a copy of said endorsement to be furnished by either the
Landlord or the insurance company to the Tenant, to prevent the invalidation of
said insurance coverages by reason of said waivers.
ARTICLE XI
DEFAULT AND REMEDIES
Section 11.01. Default. In event of any failure of Tenant to pay any
rent due hereunder within ten (10) days after the same shall be due, or any
failure to perform any other of the terms or conditions of this Lease to be
observed or performed by Tenant for more than thirty (30) days after notice of
such default shall have been given to Tenant, or it Tenant shall falsify any
report, statement or information required to be furnished to Landlord pursuant
to the terms of this Lease, or if Tenant or any guarantor of the Lease shall
become bankrupt or insolvent or file any debtor proceedings to take or have
taken against Tenant or any guarantor of this Lease in any court pursuant to any
statute either of the United States or of any state a petition in bankruptcy or
insolvency or for reorganization of for the appointment of a receiver or trustee
of all or a portion of Tenant's or any such guarantor's property, or if Tenant
or any such guarantor makes an assignment for the benefit of creditors or
petitions or enters into an arrangement, or if Tenant shall abandon said
premises or suffer this Lease to be taken under any writ of execution, then
Landlord, in addition to other rights and remedies it may have, may terminate
this Lease or may immediately re-enter the Demised Premises and remove all
persons and property therefrom, and such property may be removed and stored in a
public warehouse or elsewhere at the cost and for the account of Tenant, all
under the applicable legal procedures and within due process under the law. If
Landlord re-enters and relets the Demised Premises without terminating this
Lease, Landlord shall receive all rent therefrom but Tenant shall remain Liable
for all amounts due under this Lease less the proceeds of reletting, if any,
after deducting therefrom the expenses or re-entering the Demised Premises and
of any repairs and alterations necessary to prepare the Demised Premises for
reletting.
Section 11.02. Default in Performance of Covenants. In the event
Landlord shall be in default on any of its covenants contained herein and such
default continues for fifteen (15) days after the service of written notice
pursuant to Section 16.01 of the existence of such default and Landlord is not
diligently pursuing the cure of such default at the end of said fifteen (15) day
period, Tenant may perform any covenant of Landlord as to which Landlord is in
default, and Tenant shall have the right to deduct from the rental provided for
herein its costs and expenses paid out and expended.
ARTICLE XII
DAMAGE
Section 12.01. Damage to the Demised Premises. If at any time during
the Demised Term, the building which constitutes a part of the Demised Premises
shall be damaged or destroyed, said building promptly shall be repaired or
rebuilt or restored by Landlord to the condition as good as the same was
immediately prior to such damage or destruction but in accordance with plans and
specifications mutually agreed upon by Landlord and Tenant. The work of
restoration or rebuilding shall be in full compliance with all laws and
regulations and governmental ordinances applicable thereto. During any such
period that the damage or destruction is such as to render the use of the
building constituting a part of the Demised Premises impractical or impossible
in the reasonable opinion of Tenant, the rents herein provided shall xxxxx. In
the event such building shall be used by Tenant for the operation of business,
rents shall be paid in proportion to the amount and value of the building
available for use so that there will be a fair apportionment of rent. If the
building constitutes a part of the Demised Premises shall be totally destroyed
during the last year of the Original Term or during the renewal term, then and
in that event either Landlord or Tenant may terminate this lease as of the date
of such damage or destruction by thirty (30) days' written notice to the other;
provided, however, if within thirty (30) days after receipt by Tenant of any
such notice from Landlord, Tenant shall give notice of its intention to exercise
any option to renew for the renewal term, this lease shall not terminate,
notwithstanding any notice of termination which may have been previously given
by Landlord to Tenant and Landlord shall rebuild and restore the building as
aforesaid.
ARTICLE XIII
CONDEMNATION
Section 13.03. Condemnation. If, during the Lease Term, any part of the
Demised Premises is condemned or taken by eminent domain, or if any street or
entrance providing access to the Demised Premises is permanently closed or
blocked, and the Demised Premises is thereby rendered unsuitable or inadequate
for the continuation of Tenant's normal full-scale business operations thereon,
then at the option of Tenant this Lease shall terminate as of the date of such
occurrence. If this Lease is so terminated, the award made by the condemning
authority shall be distributed according to the law of Kentucky. If such
occurrence does not render the Demised Premises unsuitable or inadequate for
such purposes, this Lease shall remain in force and effect, but rentals
hereunder shall thereafter be reduced in proportion to the decreased utility of
the remaining portion of the Demised Premises, and the distribution of the award
made by the condemning authority shall be governed by Kentucky Law.
ARTICLE XIV
INSPECTION AND ACCESS
Section 14.01. Inspection and Access. Landlord or its agents may at any
reasonable time inspect the Demised Premises and make such repairs to the
building of which the Demised Premises are a part as Landlord deems necessary
for its preservation. Any repairs made by Landlord because of Tenant's breach of
covenant to repair or maintain shall be at Tenant's expense. Landlord shall
further have the right to install and maintain in the Demised Premises all
water, drain, gas, heating pipes and fixtures, electrical wiring, and all other
appliances necessary for the operation of the balance of the building of which
the Demised Premises are a part, provided that such installation and maintenance
does not materially interfere with Tenant's use or reduce the attractiveness of
the Demised Premises. Landlord shall have access to the Demised Premises at all
reasonable times and in case of emergency at any time for the purpose of
inspecting such facilities or of making such repairs or changes thereto as
Landlord deems necessary. Tenant shall not install any equipment which will
exceed the capacity of the utility facilities for the Demised Premises, and any
equipment necessary to increase utility capacity shall be installed at Tenant's
expense. Landlord shall have access during the last twelve (12) months of the
term of this Lease for the purpose of exhibiting the Demised Premises, and
Landlord shall have the right to place signs in or on the Demised Premises
advertising the same for lease ninety (90) days prior to the end of the initial
term or extension term, if not further extended.
ARTICLE XV
ASSIGNMENT, SUBLEASE, OR LICENSE
Section 15.01. Assignment, Sublease, or License. Tenant may not assign
or sublease the premises, or any right or privilege connected therewith, or
allow any other person to occupy the premises or any part thereof without first
obtaining the written consent of Landlord.
ARTICLE XVI
NOTICE
Section 16.01. Notices and Payments. All notices, consents, waivers,
releases, certifications, statements, requests, payments, and other
communications of any kind hereunder shall be in writing and shall be addressed
and sent to the parties at their addresses shown in the caption of this Lease,
subject to thirty (30) days' notice of change. Such communications shall be
effective when deposited in United States Mail, postage prepaid, unless
otherwise agreed or provided herein.
ARTICLE XVII
SIGNS
Section 17.01. Signs. Tenant may erect, maintain, permit and remove
such signs on or about the Demised Premises at its discretion without the
consent of the Landlord.
ARTICLE XVIII
MISCELLANEOUS PROVISIONS
Section 18.01. Time of Essence. Time shall be deemed of the essence
in all matters pertaining to this Lease.
Section 18.02. Convenant of Title. Landlord covenants, represents and
warrants that it has full right and power to execute and perform its obligations
under this lease and to grant the estate demised herein and that Tenant, on
payment of the rent herein reserved and performance of the covenants and
agreements herein contained, shall peaceable and quietly have, hold and enjoy
the Demised Premises during the Demised Term without molestration or hindrance
by any person, and if at any time during the Demised Term, the title of Landlord
shall fail or it shall be discovered that its title does not enable Landlord to
grant the term hereby demised, or action is taken by governmental authority
which prevents Tenant from using the Demised Premises for the use contemplated
by it, Tenant shall have the option at Landlord's expense to correct or contest
such defect or action, or to annul and void this lease with full reservation of
its rights to damages, if any, against Landlord.
Section 18.03. Waiver. No waiver of any condition or covenant of this
Lease by either party shall be deemed to imply or constitute a further waiver of
the same or any other condition or covenant of this Lease.
Section 18.04. Relationship of Parties. Nothing herein contained shall
be deemed or construed by the parties hereto, nor by any third party, as
creating the relationship of principal and agent, or of partnership, or of joint
venture, between the parties hereto, it being agreed that neither the method of
computation of rents nor any other provisions named herein, nor any acts of the
parties herein, shall be deemed to create any relationship between the parties
hereto other than the relationship of Landlord and Tenant.
Section 18.05. Construction. Whenever a word appears herein in its
singular form, such work shall include the plural; and the neuter gender shall
include the masculine and feminine genders. This Lease shall be construed
without reference of titles of Articles, Sections or Clauses, which are inserted
for reference only.
Section 18.06. Successors. This Lease shall ensure to the benefit of
and be binding upon the parties hereto, their respective heirs, personal
representatives, successors and assigns.
Section 18.07. Consent. Whenever it is necessary under the terms of
the Lease for either party to obtain the consent or approval of the other party,
such consent or approval shall not be unreasonably withheld.
Section 18.08. Indemnification. Landlord covenants at all times to
save the Tenant harmless from all loss, cost or damages which may occur or be
claimed with respect to any person or persons, corporation, property or chattels
on or about the Leased Premises, or to the property itself resulting from the
negligent acts of Landlord, its servants and agents.
Section 18.09. Entirety, Severability, and Law. This Lease shall
constitute the entire agreement between the parties and shall not be modified in
any manner except by written instrument executed by the parties. The invalidity
or unperformability of any provision hereof shall not affect or impair any other
provision hereof. Each term and provision hereof shall be performed and enforced
to the fullest extent permitted by and in accordance with Kentucky law.
Section 18.10. Law of Kentucky. This Lease shall be governed by the
laws of the state of Kentucky.
This lease shall supersede any prior lease on this property.
To indicate their understanding of and consent to the foregoing terms,
the parties have executed this Lease on the date first above written.
LANDLORD
JAYTEE PROPERTIES
BY:
XXXX X. XXXXXX
TENANT
REPUBLIC BANK & TRUST COMPANY
BY:
ITS:
