EXHIBIT 10.13
Lease at 9600 Brownsboro Road, Louisville
U.S. 22 LAND LEASE
JEFFERSON COUNTY, KENTUCKY
INDEX TO LAND LEASE
Article Page
I. Premises 1
II. Term 1
III. Rent 2
IV. Use 2
V. Possession 2
VI. Improvements 3
VII. Access 3
VIII. Damage or Destruction 3
IX. Indemnity 4
X. Insolvency, Etc. 4
XI. Remedies 5
XII. Insurance 5
XIII. Liens 7
XIV. Assignment; Subletting; Mortgaging 7
XV. Estoppel Certificate 7
XVI. Taxes 8
XVII. Priority of Lease 9
INDEX TO LEASE
Article Page
XVIII. Fixtures and Personal Property;
Surrender 9
XIX. Hold Over Tenancy 10
XX. Waiver of Subrogation 10
XXI. Notices 10
XXII. Rights Reserved by Landlord 11
XXIII. Condemnation 11
XXIV. Miscellaneous Provisions 11
LAND LEASE
THIS LEASE, dated this 17th day of November, 1997, is between Jaytee
Properties, a Kentucky partnership, hereinafter referred to as Landlord and
Republic Bank & Trust Company, hereinafter referred to as the Tenant. As parties
hereto, Landlord and Tenant agree:
ARTICLE I. PREMISES
SECTION 1. Tenant leases from Landlord and Landlord leases to Tenant
the following described real property (hereinafter called the Premises ):
Being a portion of certain real estate located at 9600
Brownsboro Road in Jefferson County, Kentucky.
Landlord contemplates erecting improvements on the portion of real
estate located at 9600 Brownsboro Road that is not subject to this lease. The
remaining portion of said property, the Premises, shall be suitable for the
temporary installation of a modular banking unit.
SECTION 2. The Premises shall be provided in as is condition. Tenant
acknowledges he has examined the Premises, knows the condition of the Premises,
and accepts the Premises in the condition as currently existing. Any
construction and/or installation of infrostructure upon the Premises shall be
performed to the complete and absolute satisfaction of Landlord. The Landlord's
written approval shall be obtained by Tenant prior to commencement of any and
all improvements and the construction of improvements, if any, shall be
supervised and approved by Landlord on a continuous basis. Tenant shall be
permitted to place a modular unit on the Premises. Notwithstanding the
foregoing, Landlord shall within ten (10) days of its receipt of any plans
either (i) give its approval, or (ii) give its disapproval of said plans for
improvements together with reasons for its disapproval. In any event, if
Landlord does not respond within said ten (10) day period, Landlord shall be
deemed to approve said submitted plans by Tenant for improvements.
SECTION 3. This lease confers no rights to Tenant with respect to the
contemplated construction by Landlord other than tenancy of the Premises and the
non-exclusive license to use, during such tenancy, the Premises, including the
areas adjacent to the contemplated construction by Landlord dedicated from time
to time for parking purposes by Landlord for the parking of motor vehicles
subject to the limitations mentioned herein; and the roadways and passageways
adjacent to the contemplated construction by Landlord for passage by motor
vehicle and on foot, as said roadways and passageways may respectively be
dedicated by Landlord.
ARTICLE II. TERM
Landlord leases the Premises to Tenant, and Tenant hires and takes the
Premises from Landlord, for a term commencing on the 17th day of November, 1997,
(the Lease Commencement Date ) and expiring at midnight (12:00 a.m.) on the 31st
day of March, 1999 unless sooner terminated pursuant to the terms hereof.
ARTICLE III. RENT
SECTION 1. Tenant shall pay to Landlord, at Landlord's office or at
such place as Landlord may from time to time designate, as rental for the
Premises, the sum of five thousand dollars ($5,000) per month (the Rent ). Rent
shall be payable in advance on the first day of each calendar month during the
Lease period.
SECTION 2. In the event that the Rent, or any other sum payable by
Tenant to Landlord under this lease, shall not be received (paid) within ten
(10) days of the due date thereof, Landlord may, at its option, add a monthly
service charge, at a rate which shall be the greater of $25.00 or 1% for each
month or fraction thereof from such rent due date during which such Rent or
other sum remains unpaid. Further, in the event that any check which has been
remitted to Landlord by Tenant for payment of the Rent, or any other sum payable
under this Lease, shall not be honored upon its presentation for payment, then
the monthly service charge shall be similarly imposed on said amount from the
due date until paid. Acceptance by the Landlord of such service charge shall not
be deemed to be a waiver by Landlord of any default nor shall it restrict the
remedies otherwise available to Landlord hereunder.
ARTICLE IV. USE
The Premises are to be used only for the purpose of conducting full
service banking and related office functions and for no other business or
purpose without the prior written consent of Landlord. Tenant shall not do or
permit to be done in or about the Premises anything which is illegal or
unlawful; or which is of a hazardous or dangerous nature; or which will increase
the rate(s) of insurance upon the Premises. Tenant shall comply with all
governmental laws and ordinances and all regulations applicable to the use and
occupancy of the Premises. Notwithstanding the foregoing sentence, Landlord
hereby warrants and represents to Tenant that the Premises are currently in
compliance with all applicable governmental laws, ordinances and regulations
applicable to the use and occupancy of the Premises, and that Tenant shall not
be responsible to bring the Premises into compliance if said Premises are not
currently in compliance with said governmental laws and ordinances, but rather
Landlord shall be responsible, at its expense, to so do.
ARTICLE V. POSSESSION
If Landlord permits Tenant to enter into possession of the Premises
prior to the Lease Commencement Date, all of the terms and conditions of this
Lease shall apply during such prior period. Tenant's taking of possession of the
Premises are in good and tenantable condition and acceptable for Tenant's use
thereof as provided in this Lease. Landlord shall deliver possession of the
Premises by November 17, 1997. It is expressly agreed that should any local,
state or federal governmental body, agency or public utility restrict or reduce
the amount of fuel or energy which may be utilized to provide the utilities and
services as specified above, then such restriction or reduction, and the
reduction in utilities and services which may result therefrom, shall in no way
create or constitute a default on the part of the Landlord, and there shall be
no reduction or abatement in the Rent or any other sum payable by Tenant
thereunder. Further, Landlord shall not be liable for any injury, damage,
inconvenience, or otherwise which may arise or result should the furnishing of
any such services by interrupted or prevented by fire, accident, strike, riot,
act of God, the making of necessary repairs or improvements, or any other cause
beyond the reasonable control or prevention of Landlord, nor, subject only to
the provisions of Article IX of this Lease, shall the Rent payable by Tenant
hereunder abate.
ARTICLE VI. IMPROVEMENTS
Tenant shall not make any improvements to the Premises without first
obtaining Landlord's prior written consent. In connection with any such request
for Landlord's consent to such improvements to the Premises, Landlord may retain
the services of an architect and/or engineer; and the reasonable costs for the
services of such architect and/or engineer (such costs not to exceed $1,000
without the specific approval of the Tenant, such approval not to be
unreasonably withheld) shall be reimbursed to Landlord by Tenant.
Notwithstanding the provisions of this Article VI, in the event any improvements
are minor Landlord shall notify Tenant of its disapproval within forty eight
(48) hours of Tenant's notification thereof without expense to Tenant. Landlord
may make any repairs for the preservation, safety or improvement of the
Premises. All alterations, and improvements made by Tenant shall become the
property of Landlord upon making thereof and shall be surrendered to landlord
upon the expiration of this Lease. At Tenant's expense, Tenant shall have the
right, but not the obligation, to make additional improvements to the Premises
with Landlord's consent. Upon termination or expiration of the Lease, Tenant
shall have the right to remove all personal property and trade fixtures so long
as removal of same does not cause damage to the Premises.
ARTICLE VII. ACCESS
Landlord and its agents shall have the right to enter into and upon the
Premises at all reasonable times with reasonable notice for the purpose of
inspecting, cleaning, repairing, altering or improving the Premises with the
exception of an emergency situation. Any damage or loss caused to the Premises
and/or to the Tenant by any use of or access to the Premises by Landlord shall
be repaired by Landlord at Landlord's expense.
ARTICLE VIII. DAMAGE OR DESTRUCTION
SECTION 1. If the Premises is damaged or destroyed, in whole or in
substantial part, and Section 2 does not apply, then Landlord may elect to
terminate this Lease as of the date of the damage or destruction by notice given
to Tenant in writing not more than twenty (20) days following the date of damage
or destruction. If Landlord does not elect to terminate, Landlord shall, at
Landlord's expense, proceed to restore the Premises to substantially the same
form, condition and quality as prior to the damage or destruction. During any
such period of repair or restoration, the Rent shall be abated in the same
proportion as the untenantable portion of the Premises bears to the entire
Premises identified in Section 1 of Article I of the Lease.
SECTION 2. If the Premises is damaged or destroyed, (i) to the extent
that more than fifty percent (50%) of the Premises is damaged or destroyed, then
in such event, Tenant may elect to terminate this Lease as of the date of the
damage or destruction by notice given to Landlord in writing not more than
twenty (20) days following the date of damage or destruction.
SECTION 3. Notwithstanding anything contained in this Article to the
contrary, Landlord shall not be required to repair, replace, restore, or rebuild
any property which Tenant shall be entitled to remove from the Premises under
the provisions of this Lease; it being agreed that Tenant shall bear the entire
risk of loss, damage or destruction of such property.
SECTION 4. If both parties elect to terminate the Lease under the
provisions of this Article VIII, Tenant shall be entitled to reimbursement for
any prepaid rent or other amounts paid by Tenant and attributable to the unused
term of the Lease.
ARTICLE IX. INDEMNITY
Tenant shall indemnify and hold Landlord harmless from all loss,
damage, liability or expense resulting from an injury to or death of any person
or any loss of or damage to any property caused by or resulting from any
negligent act or omission of Tenant or any officer, agent, employee, guest,
invitee or visitor of Tenant in or about the Premises, but the foregoing
provision shall not be construed to make Tenant responsible for injuries to
third parties caused by the negligence of Landlord or any agent, offices, guest,
invitee, visitor or employee of landlord. The Landlord shall remain responsible
for any injury to, or death of any person or any loss of or damage to property
sustained by any person whatsoever which may be caused by the Premises. Landlord
shall be and remain liable for the negligent acts or omissions of Landlord, its
agents, offices, guests, invitees, visitors and employees.
ARTICLE X. INSOLVENCY, ETC.
If leasehold interest of Tenant be levied upon under execution or be
attached, or if any voluntary or involuntary petition or similar pleading under
any Act of Congress relating to bankruptcy shall be filed by or against Tenant
or a majority of Tenant's shareholders, or if any voluntary proceedings in any
court or tribunal shall be instituted by or against Tenant or the majority of
its shareholders to declare Tenant or the majority of its shareholders insolvent
or unable to pay debts of Tenant or the majority of its shareholders, or if
Tenant makes an assignment for the benefit of creditors, or if a receiver be
appointed for any property of Tenant, which filing, proceeding, assignment or
appointment is not dismissed or canceled within sixty (60) days after the
institution of same, or if Tenant shall default in payment of any other debt or
obligation to Landlord within ten (10) days of Tenant's receipt of written
notice from Landlord, then in such event Landlord may, if Landlord so elects and
with or without notice of such election and with or without any demand
whatsoever, forthwith terminate this Lease upon notice to Tenant, and upon such
termination all rights of Tenant hereunder shall thereupon cease and Tenant
shall surrender possession and vacate the Premises immediately.
ARTICLE XI. REMEDIES
SECTION 1. If at any time Tenant shall (a) fail to remedy any default
in the payment of any sum due under this Lease for ten (10) days after notice;
(b) fail to remedy any default with respect to any other of these provisions,
covenants or conditions of this Lease to be kept or performed by Tenant, within
thirty (30) days after notice (or, in the event the default is of such a nature
that it cannot be remedied within said thirty (30) day period, then such
additional time as may be necessary for Tenant to cure such default, within the
thirty (30) day period and thereafter diligently prosecutes the same to
completion); or (c) vacate or abandon the Premises, or fail to conduct its
business therein without continuing to make rental payments hereunder, for a
period of five (5) consecutive business days, and then fail to reoccupy and
reestablish the conduct of business in the Premises within ten (10) days
following the date of written notice from Landlord of such failure; then
Landlord shall have all such rights and remedies as are provided by law in
respect of such default, including, at Landlord's election, the right to
terminate this Lease, and all Tenant's rights hereunder shall be terminated.
The liability of Tenant for the Rent, and other payments provided for
herein shall not be extinguished for the balance of this Lease, and Tenant shall
make good to Landlord any deficiency arising from such reletting of the
Premises, plus the costs and expenses of renovating, altering and reletting the
Premises, and including attorneys' fees or brokers' fees incident to Landlord's
reletting. Tenant shall pay any such deficiency each month, as the amount
thereof is ascertained by Landlord, or, at Landlord's option, Landlord may
recover, in addition to any other sums, the amount at the time of judgement by
which the unpaid Rent, and other payments for the balance of the term, after
judgement, exceeds the amount thereof which Tenant proves could be reasonably
avoided, discounted at the rate of 7%. In reletting the Premises, Landlord may
grant rent concessions and Tenant shall not be credited therefor. Nothing herein
shall be deemed to affect the right of Landlord to recover for indemnification
arising prior to the termination of this Lease.
SECTION 2. Landlord shall in no event be in default in the performance
of any of its obligations in this Lease contained unless and until Landlord
shall have failed to perform such obligation within thirty (30) days, or such
additional time as is reasonably required to correct any such default after
notice by Tenant to Landlord properly specifying wherein Landlord has failed to
perform any such obligation.
ARTICLE XII. INSURANCE
SECTION 1. Tenant covenants and agrees that from and after the date of
delivery of the Premises from Landlord to Tenant and at all times during
possession thereof, Tenant will procure and maintain in full force and effect,
at its sole cost and expense, the following types of insurance, in the minimum
amounts specified below:
A. Public Liability and Property Damage. Personal injury liability, bodily
injury liability and property damage insurance in a single limit of not less
than One Million Dollars ($1,000,000), of which insurance shall insure the
performance by Tenant of the indemnity agreement as to liability for injury to
or death of persons and injury or damage to property as provided in Article X
hereof. All of such insurance shall be primary and noncontributing with any
insurance which may be carried by Landlord. The adequacy of the coverage
afforded by said liability and property damage insurance shall be subject to
review by Landlord from time to time, and Landlord retains the reasonable right
to increase or decrease said limits at such times.
B. Tenant Improvements Insurance covering all of the lease-hold improvements,
and Tenant's trade fixtures, and personal property from time to time in and/or
upon the Premises, in an amount of not less than the full replacement cost
thereof without deduction for depreciation, providing protection against any
peril included within the classification "Fire and Extended Coverage", together
with insurance against sprinkler damage, vandalism and malicious mischief. Any
policy proceeds shall be used for the repair or replacement of the property
damaged or destroyed unless this Lease shall cease and terminate under the
applicable provisions herein. If the Premises shall not be repaired or restored
following damage or destruction in accordance with other provisions herein,
Landlord shall received from such insurance proceeds and amount equal to the
replacement cost of the Tenant's leasehold improvements.
C. Business Interruption. Business interruption insurance with sufficient
coverage to provide for payment of rent and other fixed costs during any
interruption of Tenant's business by reason of fire or other similar cause.
SECTION 2. All policies shall be for the mutual and joint benefit and
protection of Landlord and Tenant, with Landlord being named as an additional
insured. Certificates of such policies shall be delivered to Landlord within ten
(10) days after delivery of possession of the Premises to Tenant and thereafter
within thirty (30) days prior to the expiration of the term of each such policy.
All public liability and property damage policies shall contain a provision that
Landlord, although named as an insured, shall nevertheless be entitled to
recovery under said policies for any loss occasioned to it, its servants,
agents, and employees by reason of the acts, omissions and/or negligence of
Tenant. As often as any such policy shall expire or terminate, renewal or
additional policies shall be procured and maintained by Tenant in like manner
and to like extent. All policies of insurance must contain a provision that the
company writing said policy will give to Landlord thirty (30) days' notice, in
writing, in advance of any cancellation or lapse, or the effective date of any
reduction in the amounts of insurance. All public liability, property damage and
other casualty policies shall be written as primary policies, not contributing
with and not in excess of coverage which Landlord may carry. Landlord may, from
time to time, request Tenant to provide Landlord with a certified copy of all
insurance coverage carried by Tenant.
SECTION 3. Tenant agrees to pay to Landlord forthwith upon demand the
amount of any increase in premiums for insurance against loss by fire that may
be charged during the term of this Lease on the amount of insurance maintained
in force by Landlord on the Building, of which the Premises are a part,
resulting from Tenant doing any act in or about said Premises which does so
increase the insurance rates, whether or not Landlord shall have consented to
such act on the part of Tenant. If Tenant installs upon the Premises any
electrical equipment on the Building, Landlord shall provide Tenant within
thirty (30) days' prior notice of such belief and the specific activity
involved, and Tenant shall be entitled to cease or otherwise cure any such
activity within such period and thereby avoid any charge for any such increase;
provided, however, that Tenant shall not be required to comply with any
requirement which is not a valid legal requirement.
ARTICLE XIII. LIENS
Tenant shall keep the Premises free and clear of, and shall indemnify
Landlord against all mechanics' liens and other liens on account of work done
for or materials , supplies and equipment furnished to Tenant by persons
claiming under it for maintenance, repairs and alterations. Tenant shall
reimburse Landlord for all reasonable costs and attorneys' fees incurred by
Landlord in investigating, defending or clearing such lien to be cleared within
thirty (30) days of filing of same unless Tenant shall have provided security
acceptable to landlord against any loss to Landlord on account thereof. As a
condition to Landlord's consent Landlord may require Tenant to provide Landlord
with reasonable payment and performance bonds of those persons contracted by
Tenant to perform work on or in the Premises that could be the subject of such a
lien in order to protect the Premises, the Landlord, and any mortgagee from and
against liens of mechanics and materialmen performing work in or providing
services and equipment to the Premises.
ARTICLE XIV. ASSIGNMENT; SUBLETTING; MORTGAGING
Tenant shall not voluntarily, involuntarily or by operation of law
assign, transfer, mortgage or otherwise encumber all or any part of Tenant's
interest in this Lease, or sublet the Premises or any part thereof, without
first obtaining in each and every instance Landlord's prior written consent. Any
transfer of this Lease by merger, consolidation, or liquidation, or any change
in the ownership of, or power to vote the majority of its outstanding voting
stock resulting in a change in ownership of more than 50% of the total issued
and outstanding shares of Tenant shall constitute an assignment for the purposes
of the paragraph. If consent is once given by Landlord to any such assignment or
subletting, such consent shall not operate as a waiver of the necessity for
obtaining Landlord's consent to any subsequent assignment or subletting. Any
legal costs incurred by Landlord related to such assignment or subletting shall
be paid by Tenant to Landlord upon demand. Tenant shall provide Landlord with
executed copies of any Assignment. Transfer or Sublease Agreement entered into
as provided herein. Notwithstanding the provisions of this Article, Tenant shall
have the right to assign its interest in this lease, or enter into a sublease of
all or a portion of the Premises, without the prior consent of the Landlord, if
such assignment or sublease is made to a corporation under common control with
Tenant or to a subsidiary or successor to Tenant by merger or by change of name
so long as the letter of credit guaranteeing payment of Rent remains in effect.
ARTICLE XV. ESTOPPEL CERTIFICATE
Tenant shall at any time and from time to time execute, acknowledge and
deliver to Landlord a statement in writing, if true to the best of Tenant's
knowledge, certifying: (a) that this Lease is unmodified and in full force and
effect (or if there has been any modification hereof that the same is in full
force and effect as modified and stating the nature of the modification or
modifications); (b) that to the best of its knowledge Landlord is not in default
under this Lease (or if any such default exists the
specific nature and extent thereof); and (c) the date to which rent and other
charges have been paid in advance, if any.
ARTICLE XVI. TAXES
SECTION 1. Tenant shall pay before delinquency any and all taxes and
assessments, and license, sales, business, occupation or other taxes, fees or
charges levied, assessed or imposed upon its business operations on the
Premises.
SECTION 2. Tenant shall pay before delinquency any and all taxes and
assessments levied, assessed or imposed upon its trade fixtures, leasehold
improvements, merchandise and other personal property in, on, or upon the
Premises.
SECTION 3. In the event any taxes, fees or charges referred to in the
preceding Section 1 and/or Section 2 shall be assessed, levied or imposed upon
or in connection with the business or property of Landlord, such assessment,
taxes, fees or charges shall be paid by Tenant to Landlord promptly upon
Landlord's request for such payment.
SECTION 4. Landlord shall pay before delinquency any and all costs and
expenses of every kind and nature for real estate ad valorem taxes, and/or fees,
assessments, charges or payments in lieu thereof, to the Commonwealth of
Kentucky, and/or any political subdivision thereof, including, without
limitation, Jefferson County, and/or any city, municipality, agency or special
district, the Jefferson County School Board, Louisville Water Company, and/or
the Louisville and Jefferson County Metropolitan Sewer District, whether general
or special assessments, including, but not limited to, sewer rents, rates and
charges; drainage fees; water charges; taxes based upon the receipt of rent; and
any other federal, state or local government charge, general, special, ordinary
or extra ordinary (but not including income or franchise taxes or any other
taxes imposed upon or measured by Landlord's net income or profits, unless the
same is imposed in lieu of real estate taxes), which may now or hereafter be
levied or assessed against the Premises. If at any time during the term of this
Lease the method of taxation then prevailing shall be altered so that any new
tax, assessment, levy, imposition or charge shall be imposed upon Landlord in
place or partly in place of any such taxes and shall be measured by or be based
in whole or in part upon the Tenant s structure or property or the rents or
other income therefrom, then all such new taxes, assessments, levies, imposition
or charge shall be imposed upon Landlord in place or partly in place of any such
taxes and shall be measured by or be based in whole or in part upon the Tenant s
structure or property or the rents or other income therefrom, then all such new
taxes, assessments, levies, impositions or charges or part thereof, to the
extent that they are measured or based, shall be included in the definition of
Landlord's costs and expenses within the meaning of this subparagraph. Tenant
shall only be directly responsible for taxes, if any, on its personal property
and on the value of its special leasehold improvements.
ARTICLE XVII. PRIORITY OF LEASE
This Lease shall, unless Landlord otherwise elects, be subordinate to
any and all mortgages and other security instruments now existing, or which may
hereafter be made covering the Premises or any portion or portions thereof, and
for the full amount of all advances made or to be made thereunder (without
regard to the time or character of such advances), together with interest
thereon, and subject of all the terms and provisions thereof and to any
renewals, extensions, modifications and consolidations thereof, except the
Landlord and any such mortgagee or security instrument holder hereby agree that
Tenant's rights under this Lease shall not be disturbed absent a default
hereunder and Tenant covenants within thirty (30) days of demand to make,
execute, acknowledge and deliver upon request any and all documents or
instruments reasonably demanded by Landlord which are or may be necessary or
proper for more fully and certainly assuring the subordination of this Lease to
any such mortgages or other security instruments as long as said mortgagee or
security instrument holder agrees in writing not to disturb the rights of Tenant
under this Lease absent a default hereunder, and, provided, however, that any
person or persons purchasing or otherwise acquiring any interest at any sale
and/or other proceedings under such mortgages or other security instruments
shall continue this Lease in full force and effect in the same manner, and with
like effect, as if such person or persons had been named as Landlord herein, and
this Lease shall continue in full force and effect as aforesaid, and Tenant
hereby shall continue in full force and effect as aforesaid, and Tenant hereby
attorns and agrees to attorn to such person or persons so long as said person or
persons agrees not to disturb the rights of Tenant under this Lease absent a
default hereunder.
ARTICLE XVIII. FIXTURES AND PERSONAL PROPERTY; SURRENDER
SECTION 1. Upon the termination of this Lease, Tenant shall surrender
to Landlord the Premises (including, without limitation, all non-moveable
leasehold improvements) in good condition and repair reasonable wear, tear and
damage by casualty not caused by Tenant or its agents or employees excepted. All
improvements, additions, and fixtures installed in such a manner that removal of
same will cause damage to the Premises, made or installed from time-to-time by
Landlord to, in, upon, or about the Premises, shall be the property of Landlord
and upon any such termination, shall be surrendered to Landlord by Tenant
without any injury, damage or disturbance thereto or payment thereof.
SECTION 2. All fixtures, furniture, movable partitions, machinery,
equipment and other personal property installed or placed in said Premises at
the cost of or by Tenant shall at all times remain, be considered and treated as
the personal property of Tenant and in no sense part of the real estate, and
Tenant shall have the right at any time during the term of this Lease and any
extension thereof, or within a period of ten (10) days after any termination
hereof to remove the same or any part thereof from said Premises, provided,
however, that upon the removal of any such personal property, Tenant agrees to
restore the area from which the same has been removed to substantially the same
condition as it was prior to the installation thereof and to the extent
necessary to keep Premises in a leasable and usable condition for future
tenants. If Tenant fails to remove any such personal property, Landlord may at
Landlord's option retain all or any of such property and title thereto shall
thereupon vest in Landlord, Landlord may remove from the Premises and dispose of
in any manner all or any of such property, in which latter event Tenant shall,
upon demand, pay to Landlord the reasonable actual expense of such removal and
disposition, and the cost of repair of any and all damage to the Premises
resulting from or caused by such removal.
ARTICLE XIX. HOLD OVER TENANCY
If Tenant shall, without execution of a new Lease or written extension,
and with consent of Landlord, hold over after the expiration of the terms of
this Lease, such tenancy shall be a month-to-month tenancy, which may be
terminated as provided by law. During such tenancy, Tenant shall pay to Landlord
an amount equal to 150% of the Rent. During such tenancy, Tenant shall be bound
by all of the terms, covenants, and conditions as herein specified, as far as
applicable; provided, however that if Tenant fails to surrender the Premises
upon the termination of this Lease, in addition to any other liabilities to
Landlord arising therefrom Tenant shall indemnify and hold Landlord harmless
from reasonable, consequential and foreseeable loss or liability resulting from
such failure, including any claims made by any succeeding Tenant founded on such
failure.
ARTICLE XX. WAIVER OF SUBROGATION
Landlord and Tenant each releases and relieves the other and on behalf
of its insurer(s) waives its entire right of recovery against the other for loss
or damage arising out of or incident to the perils of fire, explosion, or any
other perils generally described in the "extended coverage" insurance
endorsements used in Louisville which occur in, on or about the Premises,
whether due to the negligence of such other party, its agents or employees, or
otherwise.
ARTICLE XXI. NOTICES
Wherever in this Lease it shall be required or permitted that notice,
approval, advice, consent or demand be given or served by either party to this
Lease to or on the other, such notice or demand shall be given or served and
shall not be deemed to have been duly given or served unless in writing and
forwarded by certified or registered mail, addressed as follows:
To Landlord: Jaytee Properties
Republic Corporate Center
601 W Market St.
Louisville, Kentucky 40202-2700
Attention: Mr. Steve Trager
To Tenant: Republic Corporate Center
601 W Market St.
Louisville, Kentucky 40202-2700
Attention: Mr. Bill Petter
Either party may change such address by written notice by certified or
registered mail to the other. Notice shall be deemed given when received or
refused by the recipient.
ARTICLE XXII. RIGHTS RESERVED BY LANDLORD
Landlord shall have the sole and exclusive right to designate (and from
time to time, in its discretion, re-designate) the name, address, number and/or
designation of the Premises.
ARTICLE XXIII. CONDEMNATION
In the event that during the term of this Lease the Premises as
identified in Article I, Section 1 hereof, or any part thereof, or the use or
possession thereof, is taken in condemnation proceedings or by any right of
eminent domain or for any public or quasi-public use, this Lease and the term
hereby granted shall terminate and expire on the date when possession shall be
taken by the condemnor, and rent and all other charges payable hereunder shall
be apportioned and paid in full up to that date and all prepaid unearned rent
and all other charges payable and paid in full up to that date and all prepaid
unearned rent and all other charges payable hereunder shall forthwith be repaid
by Landlord to Tenant, and Tenant shall not be liable to Landlord for rent or
any other charges payable hereunder, damage, or otherwise, for, or by reason of
any matter or thing occurring thereafter. In the event of any condemnation
affecting the Premises, Landlord shall be entitled to receive its entire award
without deduction for any interest of Tenant in the Premises, but Tenant shall
have the right to make a separate claim against the condemning authority for,
and to receive therefor, (i) any moving expenses incurred by Tenant as a result
of such condemnation; (ii) any costs incurred or paid by Tenant in connection
with any alterations or improvements made by Tenant to the Premises; (iii) the
value of any of Tenant's property taken; (iv) Tenant's loss of business income;
and (v) any other separate claim which Tenant may hereafter be permitted to make
under applicable law; provided, however, that such other separate claims shall
not reduce or adversely affect the amount of Landlord's award. In the event that
during the term of this Lease a material amount of the parking area or a
material amount of the use or possession thereof is taken in condemnation
proceedings or by any right of eminent domain or for any public or quasi-public
use and insufficient alternative parking is provided, the term of this Lease
shall at the option of Tenant cease and terminate from the date of title vesting
in such proceeding.
ARTICLE XXIV. MISCELLANEOUS PROVISIONS
SECTION 1. The term "Landlord" as used in this Lease, so far as
covenants or obligations on the part of Landlord are concerned, shall be limited
to mean and include only the owner or co-owners, at the time in question, of the
Premises, and in the event of any transfer or transfers of the title to the
Premises, Landlord herein named (and in case of any subsequent transfers or
conveyances, the then grantor) shall be automatically freed and relieved from
and after the date of such transfer or conveyance of all liability as respects
the performance or any covenants or obligations on the part of Landlord
contained in this Lease thereafter to be performed except for any payments of
rents or other monies
previously paid to Landlord unless the successor agrees in writing to assume
said monies maintenions hereof shall be joint and several.
SECTION 2. The word "person" and the word "persons" wherever used in
this Lease shall both include individuals, partnerships, firms, associations,
and corporations of any other form of business entity.
SECTION 3. The various rights, options, elections, powers, and remedies
contained in this Lease shall be construed as cumulative and no one of them
shall be exclusive of any of the others, or of any other legal or equitable
remedy which either party might otherwise have in the event of breach or default
in the terms thereof, and the exercise of one right or remedy by such party
shall not impair its right to any other right or remedy until all obligations
upon the other party have been fully performed.
SECTION 4. Time is of essence with respect to the performance of each
of the covenants and agreements under this Lease.
SECTION 5. Each and all of the provisions of this Lease shall be
binding upon and inure to the benefit of the parties hereto and, except as set
forth in Section 1 of this Article and as otherwise specifically provided
elsewhere in this Lease, their respective heirs, executors, administrators,
successors, and assigns, subject at all times, nevertheless, to all agreements
and restrictions contained elsewhere in this Lease with respect to the
assignment, transfer, encumbering or sub-letting of all or any part of Tenant's
interest in this Lease.
SECTION 6. This Lease shall be interpreted in accordance with the law
of the Commonwealth of Kentucky.
SECTION 7. No waiver of any default by Tenant hereunder shall be
implied from any omission by Landlord to take any action on account of such
default if such default persists or is repeated, and no express waiver shall
affect any default other than the default specified in the express waiver, and
that only for the time and to the extent therein stated. The acceptance by
Landlord of rent with knowledge of the breach of any of the covenants of this
Lease by Tenant shall not be deemed a waiver of any such breach. One or more
waivers of any breach of any covenant, term or condition of this Lease shall not
be construed as a waiver of any subsequent breach of the same covenants, term of
condition. The consent or approval by Landlord to or of any act by Tenant
requiring Landlord's consent or approval shall not be deemed to waive or render
unnecessary Landlord's consent or approval to or of any subsequent similar acts
by Tenant.
SECTION 8. If Tenant shall default in the performance of any covenant
on its part to be performed by virtue of any provisions of this Lease, Landlord
may, after any notice and the expiration of any period with respect thereto as
required pursuant to the applicable provisions of this Lease, perform the same
for the account of Tenant. If Landlord, at any time, is compelled to pay or
elects to pay any sum of money or do any acts which would require the payment of
any sum of money by reason of the failure of Tenant, after any notice and the
expiration of any period with respect thereto, as required pursuant to the
applicable provisions of the Lease, to comply with any provisions of this Lease,
the sum or sums so paid by Landlord with all interest, costs and damages, shall
be deemed to be additional rental hereunder
and shall be due from Tenant to Landlord on the first day of the month following
the incurring of such respective expenses, except as otherwise herein
specifically provided.
SECTION 9. If Tenant or Landlord shall bring any action for any relief
against the other, declaratory or otherwise, arising out of this Lease,
including any suit by Landlord for the recovery of rent, additional rent or
other payments hereunder or possession of the Premises, the losing party shall
pay the prevailing party a reasonable sum for actually incurred attorneys' fees
in such suit, at trial and on appeal, and such attorneys' fees shall be deemed
to have accrued on the commencement of such action.
SECTION 10. This Lease contains all covenants and agreements between
Landlord and Tenant relating in any manner to the rental, use and occupancy of
the Premises and other matters set forth in this Lease. No prior agreement or
understanding pertaining to the same shall be valid or of any force or effect,
and the covenants and agreements of this Lease cannot be altered, changed,
modified or added to except in writing signed by Landlord and Tenant. No
representation, inducement, understanding or anything of any nature whatsoever
made, stated or represented on Landlord's behalf, either orally or in writing
(except this Lease) has induced Tenant to enter into this Lease.
SECTION 11. Any provision or provisions of this Lease which shall prove
to be invalid, void or illegal shall in no way affect, impair or invalidate any
other provision hereof, and the remaining provisions hereof shall nevertheless
remain in full force and effect.
SECTION 12. Except with respect to those conditions, covenants and
agreements of this Lease which by their nature could only be applicable after
the commencement of, during or throughout the term of this Lease, all of the
other conditions, covenants and agreements of this Lease shall be deemed to be
effective as of the date of execution of this Lease.
SECTION 13. Landlord and Tenant each represents and warrants to the
other that it has not engaged any broker, finder or other person who would be
entitled to any commission or fee in respect of the negotiation, execution or
delivery of this Lease and shall indemnify each other against loss, cost,
liability, or expense incurred by either as a result of any claim asserted by
any such broker, finder or other person on the basis on any arrangements or
agreements made or alleged to have been made by or on behalf of either Landlord
or Tenant, as the case may be, in breach of the foregoing warranty.
IN WITNESS WHEREOF, the parties have caused this Lease to be duly executed and
delivered as of the day and year first above written.
ATTEST: JAYTEE PROPERTIES (LANDLORD)
BY: STEVE TRAGER
ATTEST: REPUBLIC BANK & TRUST COMPANY (TENANT)
BY: BILL PETTER