REPUBLIC BANK & TRUST COMPANY
LOUISVILLE, KENTUCKY
INDEX TO LEASE
Article Page
I. Premises 1
II. Term 2
III. Rent 2
IV. Use 2
V. Possession 3
VI. Services to be Provided 3
VII. Maintenance and Repair; Alterations 3
VIII. Access 4
IX. Damage or Destruction 4
X. Indemnity 5
XI. Remedies 6
XII. Insurance 6
XIII. Liens 8
XIV. Assignment; Subletting; Mortgaging 8
XV. Estoppel Certificate 9
XVI. Taxes 9
XVII. Priority of Lease 10
INDEX TO LEASE
Article Page
XVII. Fixtures and Personal Property; 11
Surrender
XIX. Hold over Tenancy 11
XX. Waiver of Subrogation 12
XXI. Notices 12
XXII. Rights Reserved by Landlord 12
XXIII. Condemnation 12
XXIV. Miscellaneous Provisions 13
OFFICE LEASE
THIS LEASE, dated this 1st day of August, 1999, is between Jaytee
Properties, a Kentucky general 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 premises (hereinafter called the "Premises"):
Being approximately 8,941 square feet of rentable space
located on the first floor and 1,887 square feet located on
the lower level in the Republic Bank Building (hereinafter
called "the Building") located at 9600 Brownsboro Road in
Jefferson County, Kentucky, to include 4 drive through lanes
and accompanying underground.
SECTION 2. The Premises shall be provided in "as is" condition with the
exception of the base construction to be performed by Landlord as described in
Exhibit A attached hereto. Any remodeling construction and/or redecorating
within 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
shall be supervised and approved by Landlord on a continuous basis.
SECTION 3. This lease confers no rights with respect to the Building
other than tenancy of the Premises and the non-exclusive license to use, during
such tenancy, the following facilities provided by Landlord: (i) toilet
facilities on the floor which the Premises are located (and such other toilet
facilities located elsewhere in the Building as may be designated by Landlord
for the general use of tenants); and (ii) the public entrances to, and main
floor lobby in, the Building; (iii) the passenger elevators serving the
Building; (iv) the areas adjacent to the Building dedicated from time to time
for parking purposes by Landlord for the parking of motor vehicles; (v) the
roadways and passageways adjacent to the Building for passage by motor vehicle
and on foot, as said roadways and passageways may respectively be dedicated by
Landlord; and (vi) a predominant portion of the signage available with the
building, including an exclusive time and temperature street sign as well as
exclusive signage on the east and west sides of the building.
ARTICLE II. TERM
Landlord leases the Premises to Tenant, and Tenant hires and takes the
Premises from Landlord, for a term of five (5) Lease Years commencing 30 days
from Landlord's delivery of the Premises to the Tenant for construction of
Tenants improvements, (the "Lease Commencement Date") and expiring at midnight
on the last day of the sixtieth month thereafter unless sooner terminated
pursuant to the terms hereof. "Lease Year" shall mean a year period beginning on
the first day of a month, which is the first calendar month of the term of the
Lease and ending on the day before the anniversary of the first day of such
year.
ARTICLE III. RENT
SECTION 1. Tenant shall pay to Landlord, at Landlord's office in the
Building or at such place as Landlord may from time to time designate, as rental
for the Premises, the sum of Thirteen thousand four hundred ninety-four and
00/100 ($13,494.00) per month (the "Rent"). Rent shall be payable in advance on
the first day of each calendar month during the first five Lease Years beginning
on the Lease Commencement Date.
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 for 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 therein
the operation of a banking and related financial services provider 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 Building. Tenant shall (and
shall cause its employees to) observe the rules and regulations set forth in
Exhibit B attached hereto and made a part hereof, as the same may be amended by
Landlord from time to time, and Tenant shall comply with all governmental laws
and ordinances and all regulations applicable to the use and occupancy of the
Building.
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 represents Tenant's conclusion that the Premises are in good and
tenantable condition and acceptable for Tenant's use thereof as provided in this
Lease.
ARTICLE VI. SERVICES TO BE PROVIDED
Landlord shall furnish reasonable amounts of heat, air conditioning,
water and elevator service (collectively "Services") to the Premises during the
times and in the manner that Landlord determines appropriate for the furnishing
of such services in the Building, all such services being subject to energy
availability or Energy Consumption Regulations which may be hereafter
promulgated. 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 X of this Lease, shall the Rent payable by Tenant
hereunder abate.
ARTICLE VII. MAINTENANCE AND REPAIR; ALTERATIONS
SECTION 1. Landlord shall keep and maintain the roof, foundations,
floor slab, and all structural walls (including windows and plate glass),
gutters and downspouts of the Premises in good order and repair. Landlord shall
keep or cause to be kept in good repair all common areas of the Building and
appurtenant areas, including lighting systems; drainage systems; mechanical,
plumbing, and electrical systems; heat and air conditioning units; ductwork,
lines, pipes, and conduits serving the Premises; and parking areas and
driveways. Any maintenance, repairs or replacements to any of the foregoing made
necessary by any acts or omissions of the Tenant, its agents or employees, shall
be paid for by Tenant and Tenant shall reimburse Landlord on demand for the cost
of repairing any damage to the Premises or the Building caused by Tenant or its
agents or employees. In the event, after reasonable notice to Landlord, Landlord
fails to make any repairs as hereinbefore provided, then Tenant shall have the
right to make these repairs and deduct the cost thereof from any future rental
payments.
SECTION 2. All maintenance, repairs, or replacements relating to the
premises that are not the obligation of Landlord as set forth in Section 1
above, shall be the obligation of Tenant and shall be made by Tenant at Tenant's
sole cost and expense. Tenant shall maintain, at its expense, the interior of
the Premises in good repair and in a clean and attractive condition. Tenant's
obligation to maintain, repair and replace includes, but is not limited to, all
the interior of the Premises. In the event Tenant fails to comply with the
requirements of this Section, Landlord may effect such maintenance and repair
and the cost thereof, with interest at the rate of 8.5% per annum, shall be
payable immediately to Landlord as additional rent. In the event the applicable
Statute of the Commonwealth of Kentucky at any time shall allow for a higher
rate of interest under an instrument in writing, then such higher rate shall
apply and be payable. If Tenant is a corporation, then the interest rate to be
so payable hereunder shall be at the rate of 12% per annum.
SECTION 3. Tenant shall not make any alterations, additions or
improvements to the Premises without first obtaining Landlord's prior written
consent. In connection with any such request for Landlord's consent to such
alterations, additions or 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 shall be reimbursed to Landlord by
Tenant. Landlord may make any repairs for the preservation, safety or
improvement of the Premises or the Building. 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.
ARTICLE VIII. 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 or the
Building with the exception of an emergency situation. Landlord shall have the
right to show the Premises to prospective tenants during the ninety (90) day
period prior to the expiration of the term of this Lease and shall have the
right at all reasonable times to show the Premises to prospective purchasers of
and lenders upon the Building. 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 IX. 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 property to substantially the same
form, condition and quality as prior to the damage or destruction. If Landlord
elects to rebuild and repair, Landlord shall proceed as soon as reasonably
possible and thereafter shall proceed without interruption and be completed
within one hundred-eighty (180) days after notice has been given of Landlord's
intent to rebuild and repair, except for work stoppages on account of labor
disputes and matters not under the control of the Landlord. During 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 Building is damaged or destroyed, or
(ii) 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 while it is in the
Building.
SECTION 4. If either party elects to terminate the Lease, 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 X. 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 act or
omission of Tenant or any officer, agent, employee, guest, invitee or visitor of
Tenant in or about the Premises or the Building, 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 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 Building or any equipment or appurtenances thereto or thereof
being or becoming defective or out of repair. Landlord shall be and remain
liable for the negligent acts or omissions of Landlord, its agents and
employees.
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, 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
reentry or 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
under Article X herein 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 of
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 right to increase or decrease
said limits at such times.
B. Tenant Improvements. Insurance covering all of the lease-hold
improvements, (excepting only the structural components of the
Building and demising partitions), 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 which constitutes an overload on the electrical lines of
the Premises, Tenant shall at its own expense make whatever changes are
necessary to comply with the requirements of the insurance underwriters any
governmental authority having jurisdiction thereover, but nothing herein
contained shall be deemed to constitute Landlord's consent to such overloading.
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 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 pursuant to Article VII, 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
SECTION 1. 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. Subject to the foregoing, Tenant shall not assign, transfer or sublet
the Premises, or any part thereof, at a rent to Assignee, Transferee or
Sublessee, greater than $20 per square foot. 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.
ARTICLE XV. ESTOPPEL CERTIFICATE
Tenant shall at any time and from time to time execute, acknowledge and
deliver to Landlord a statement in writing 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 in 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 Building or the land on which the Building and
appurtenant parking areas and driveways are located. 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 Building 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 Building 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 exclusive of standard building 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 Building and/or the real property underlying the
same 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; and Tenant covenants within ten days of demand to make,
execute, acknowledge and deliver upon request any and all documents or
instruments 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, 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 may elect to
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 in
the event of such election, 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. Tenant hereby irrevocably appoints Landlord the attorney-in-fact of
Tenant, to execute and deliver any document provided for herein, for and in the
name of Tenant.
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 made or installed from time-to-time by
Landlord to, in, upon, or about the Premises, including, but not limited to, all
lighting fixtures, 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 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
the greater of (a) the rental rate then being quoted by Landlord for comparable
space in the Building; or (b) the Rent pursuant to Article III. 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 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 Building and/or
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
Louisville, Kentucky 40202-2700
Attention: Mr. Bernard Trager
To Tenant: At the Premises
Either party may change such address by written notice by certified or
registered mail to the other.
ARTICLE XXII. RIGHTS RESERVED BY LANDLORD
SECTION 1. 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 Building.
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. Tenant hereby waives any and all
rights in, or to any condemnation awards. 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 no 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.
SECTION 2. The captions of Articles of this Lease are for convenience
only and shall not be considered or referred to in resolving questions of
interpretation or construction.
SECTION 3. The terms "Landlord and Tenant", wherever used herein shall
be applicable to one or more persons, as the case may be, and the singular shall
include the plural, and the neuter shall include the masculine and feminine, and
if there be more than one, the obligations hereof shall be joint and several.
SECTION 4. 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 5. 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 6. Time is of essence with respect to the performance of each
of the covenants and agreements under this Lease.
SECTION 7. 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 8. This Lease shall be interpreted in accordance with the law
of the Commonwealth of Kentucky.
SECTION 9. 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 10. 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 11. 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 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 12. 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 Tenant's licensed use of the Building 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 13. 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 14. 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 15. Landlord and Tenant each represents that neither is
responsible for any real estate brokerage fee, 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 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
BY: /s/ M A Ringswald BY:/s/ Steve Trager
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ATTEST:
REPUBLIC BANK & TRUST COMPANY
/s/ Bill Petter
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Bill Petter, E.V.P.
EXHIBIT A
Landlord shall provide to following base construction for the Premises:
1. Concrete Floor
2. Equipped bathrooms with exterior doors.
3. No interior demising walls.
4. Sprinkler heads.
Electrical specifications provided by Landlord:
1. 200 amp service.
2. RJ 21 telephone outlet.
3. Connection to standard HVAC.
All additional work to be provided by Tenant and approved and supervised by
Landlord prior to installation.
EXHIBIT B
RULES AND REGULATIONS
1. No advertisement, sign, lettering, notice or device shall be placed in
or upon the Premises or the Building, including any windows, walls and
exterior doors, except such as may be approved in writing by Landlord.
2. Lettering upon the doors as required by Tenant shall be made by the
sign company designated by Landlord, but the cost shall be paid by
Tenant. The directories of the Building will be provided exclusively
for the display of the name and location of Tenant and its designated
representative only, and Landlord reserves the right to exclude any
other names therefrom.
3. No additional locks shall be placed upon any doors of the Premises, and
Tenant agrees not to have any duplicate keys made without the consent
of Landlord. If more than two keys for any door lock are desired, such
additional keys shall be paid for by Tenant. Upon termination of this
Lease, Tenant shall surrender all keys.
4. No furniture, freight, supplies not carried by hand or equipment of any
kind shall be brought into or removed from the Building without the
consent of Landlord. Landlord shall have the right to limit the weight
and size and to designate the position of all safes and other heavy
property brought into the Building. Such furniture, freight, equipment,
safes and other heavy property shall be moved in or out of the Building
only at the times and in the manner permitted by Landlord. Landlord
will not be responsible for loss of or damage to any of the items above
referred to, and all damage done to the Premises or the Building by
moving or maintaining any of such items shall be repaired at the
expense of Tenant. Any merchandise not capable of being carried by hand
shall utilize hand trucks equipped with rubber tires and rubber side
guards.
5. The entrances, corridors, stairways and elevators shall not be
obstructed by Tenant, or used for any other purpose than ingress or
egress to and from Premises. Tenant shall not bring into or keep any
animal within the Building, or any bicycle or other type of vehicle.
6. Tenant shall not disturb other occupants of the Building by making an
undue or unseemly noise, or otherwise. Tenant shall not, without
Landlord's prior written consent, install or operate in or on Premises
any machine or machinery causing noise or vibration perceptible outside
the Premises, electric heater, stove or machinery or any kind or carry
on any mechanical business thereon, or keep or use thereon oils,
burning fluids, camphene, kerosene, naphtha, gasoline, or other
coustible materials. No explosives shall be brought into the Building.
7. Tenant shall not mark, drive nails, screw or drill into woodwork or
plaster, paint or in any way deface the Building or any part thereof,
or the Premises or any part thereof, or fixtures therein. The expense
of remedying any breakage, damage or stoppage resulting from a
violation of this rule shall be borne by Tenant.
8. If Tenant installs upon the Premises any electrical equipment which
constitutes an overload on the electrical line serving the Premises or
the Building, Tenant shall make all necessary changes to reduce such
overload, or at the option of Landlord, eliminate such equipment as
Landlord deems necessary to reduce the electrical capacity required to
serve the Premises.
9. Canvassing, soliciting, and peddling in the Building is prohibited and
Tenant shall cooperate to prevent such activity.
10. The requirements of Tenant will be attended to only upon application at
the Landlord's office in the Building. Building employees shall not
perform any work or do anything outside of the regular duties, except
on issuance of special instructions from the office of the Building. If
the Building employees are made available for the assistance of Tenant,
Landlord shall be paid for their services by Tenant at reasonable
hourly rates. No Building employee will admit any person (Tenant or
otherwise) to any office without specific instructions from the office
of the Building.
11. Landlord reserves the right to close and keep locked all entrance and
exit doors of the Building on Sundays, legal holidays, and between the
hours of 9:00 p.m. of any day and 7:00 a.m. of the following day, and
during such further hours as Landlord may deem advisable for the
adequate protection of the Building and the property of the tenants.
Tenant shall have 24-hour access to the Premises.