EXHIBIT 10.3
LEASE AGREEMENT
THIS LEASE AGREEMENT, entered into this _____ day of ____________, _____,
by and between L.C.B. INVESTMENTS, L.L.C., an Indiana Limited Liability Company
(hereinafter referred to as "Owner") and LAFAYETTE COMMUNITY BANK, INC., an
Indiana Corporation (hereinafter referred to as "Lessee"),
WITNESSETH THAT Owner and Lessee, in consideration of their mutual
undertakings, agree as follows:
1. Premises. Owner hereby leases to Lessee and Lessee hereby leases from
Owner real estate commonly known as 0 Xxxxx Xxxxxx Xxxxxx, located at Lafayette,
Tippecanoe County, Indiana, which consists of approximately 8,000 square feet
located on two floors together with the right and privilege to use the walks,
driveways and parking areas surrounding the building, all hereinafter referred
to as the "Leased Premises".
2. Term of Lease. The original term shall commence on the _____ day of
____________, 2000, and shall end five 5) years thereafter ("original
termination date") unless sooner terminated.
3. Renewal Option. Lessee shall have the option to renew this Lease for two
(2) additional five (5) year terms by giving written notice of its intention to
renew One Hundred Twenty (120) days prior to expiration of any prior term. In
the event a continuing lease is not negotiated between Owner and Lessee prior to
One Hundred Twenty (120) days prior to its original termination date, the Owner
shall have the right, during the 120 day period and thereafter, to display "for
lease" signs upon the premises and to freely exhibit the leased premises to any
prospective lessees.
4. Rental. The base monthly rent during the five (5) years of the original
term of this Lease shall be Six Thousand Five Hundred Dollars ($6,500.00) per
month. If the Lessee exercises any renewal options, the rent shall be increased
for such renewal term in direct proportion to the increase in the Consumer Price
Index from January 1, 2000 to date of renewal for Urban Wage Earners and
Clerical Workers (1967=100) For All Items, relating to the City of Chicago area,
published by the Bureau of Labor Statistics of the U.S. Department of Labor.
Any fractional part of a month included under the terms of this Lease shall
be pro-rated, and all rent shall be payable in advance on the first day of each
month during the term hereof. There shall be a late payment penalty of five
percent (5%) of the amount of the late installment of rent commencing on the 6th
day after rent is due. In addition to the late payment penalty, delinquent rent
shall bear interest at the rate of eighteen percent (18%) per annum, together
with attorney fees if the default and breach of this Lease is pursued by Court
proceedings. Lessee's Liability to pay rent or perform any other promise under
this Lease Agreement shall be without relief from valuation or appraisement
laws.
5. Additional Rental Obligations. Lessee shall reimburse Owner a sum equal
to the property taxes assessed for the buildings and land used by Lessee. Owner
shall make the computation annually at the time the taxes are assessed and shall
furnish a computation of taxes and a copy of the tax statement to Lessee. Lessee
shall pay to Owner one-half of its annual tax obligation on or before May 1st
and one-half on November 1st of each year.
6. Use of Premises. The Leased Premises shall be used by Lessee for lawful
purposes only, and in a careful, proper and lease-like manner, and shall be kept
clean and sanitary.
No auction, fire, bankruptcy, liquidation or "going out of business" sales
may be conducted on the Leased Premises without the written consent of the
Owner.
All refuse shall be stored in dumpster outside the building and it shall be
removed at regular intervals at Lessee's expense. Lessee shall not burn any
refuse of any kind in or about the building.
Lessee shall not install any exterior lighting or plumbing fixtures, shades
or awnings, or any exterior decoration or painting, or build any fences or make
any changes to the front of the building without the written consent of Owner,
which consent shall not be unreasonably withheld.
7. Maintenance of Leased Premises. Lessee shall provide all interior and
exterior maintenance to the Leased Premises, including trash removal. Lessee
shall provide snow removal for all parking and drive areas of the Leased
Premises.
Owner shall keep and maintain the roof and structural portions of the
exterior walls of the Leased Premises, unless such maintenance is a result of
negligence on the part of Lessee. Owner shall not be responsible for damage to
windows, doors, window and door frames, and plate glass, unless such damage is a
result of structural failure or negligence on the part of the Owner. Lessee
shall be responsible for any repairs and/or replacement costs associated with
the plumbing, electrical and heating, ventilation and air-conditioning system
(HVAC) within the Leased Premises.
8. Furniture and Fixtures. Lessee shall have the privilege of installing
any furniture and fixtures necessary in the conduct of its business and the same
shall remain the property of Lessee provided it is removed by Lessee before the
end of the original term of this Lease, or any renewal or extensions thereof. In
the event any damage is done to the Leased Premises in the removing of the
furniture and fixtures, Lessee shall make such repairs as are necessary to
restore the Leased to their original condition and, if Lessee fails to do so,
Owner may make such repairs and be entitled to immediate reimbursement by the
Lessee for the cost of such repairs.
9. Alterations. Lessee shall make no alterations (including the attachment
of any fixtures) in, on or about the Leased Premises without the consent of
Owner in writing, which consent shall not be unreasonably withheld. Any such
alterations or improvements shall become the property of Owner, except for Trade
Fixtures which Lessee shall be entitled to remove.
10. Signs and Advertising. No sign, advertising or notice shall be
inscribed, affixed or displayed on any part of the outside or the inside of the
building, except as approved in writing in advance by Owner, which approval
shall be not unreasonably withheld, and then only in such place, number, size,
color and style as approved by Owner. All signage must be in compliance with the
Tippecanoe County Zoning Ordinance.
11. Damage or Destruction. If the Leased Premises are partially damaged by
fire or other casualty, excepting that caused by negligence of the Lessee, they
shall be repaired by Owner in a prompt and reasonable manner, and abatement
shall be made from the rent corresponding with the time during which and the
extent to which the Leased Premises cannot be used by Lessee.
12. Liability for Injury to Person or Property. Lessee agrees to indemnify
and save harmless Owner from any arid all claims, demands or suits for property
damage, or personal injury, or death, arising out of Lessee's use and occupancy
of the Leased Premises and Lessee's use of the driveways, sidewalks and parking
areas surrounding the Leased Premises, including but not limited to any
environmental problems chat are caused by or related to Lessee's occupancy of
the Leased Premises as
a gasoline related provider; provided, however, that this shall not be construed
as obligating Lessee to maintain or repair anything except his sign and the
interior of the building, nor make Lessee liable under this Lease for any
damage, personal injury, or death caused by improper maintenance or repair of
any part of the Leased Premises, except the interior of his building.
Lessee hereby agrees to obtain public liability insurance protecting Owner
and Lessee against all claims, demands, suits or liabilities in a sum not less
than Two Million Dollars ($2,000,000) for bodily injury, including death, to one
or more persons, and not less than One Million Dollars ($1,000,000) for damage
to property. Such insurance shall be carried in some good reliable insurance
company to be approved by Owner, and a certificate of insurance shall be
furnished to Owner showing Owner as an "additional insured" and specifying that
such policy shall not be canceled unless Owner is given fifteen (15) days notice
in writing by the insurance company.
In addition, Lessee shall carry casualty insurance on all improvements in
the sum of Seven Hundred Fifty Thousand Dollars ($750,000.00) or in lesser or
greater amounts as may be agreed from time to time between Lessee and Owner.
Said insurance shall name Owner and any mortgagee as additional insureds as
their respective interests appear and Lessee shall furnish verification of such
insurance to Owner.
13. Assignment of Lease or Sub-letting of Leased Premises. Lessee shall not
assign this Lease, or any part thereof, and shall not rent or sublet the whole
or any part of the Leased Premises without the written consent of Owner, which
consent shall not be unreasonably withheld. Any assignment, renting or
sub-letting shall not release Lessee from any part of its obligation.
14. Utilities, Operating Expenses and Taxes. Lessee shall promptly pay all
charges for utilities, including meter deposits, and all running and operating
expenses, including personal property taxes.
15. Payment and Discharge of Liens Created by Lessee. Lessee covenants and
agrees to pay and discharge all liens and obligations created or incurred by
Lessee, of any and every kind and nature whatsoever, which shall attach to, or
be imposed on, the Leased Premises. Upon failure of Lessee to pay and discharge
any such lien or obligation within thirty (30) days, Owner may pay and discharge
same and add the amount of the costs thereof to the rent due hereunder on the
first rental payment date following the date of such payment.
16. Entry on Leased Premises by Owner. Lessee agrees to permit Owner, or
its agents or representatives, to enter upon the Leased Premises or any part
thereof at all reasonable hours for the purpose of examining and inspecting the
same, or making repairs or alterations, as may be necessary for the safety or
preservation thereof.
17. Cost of Enforcing Lease. The Lessee shall pay all reasonable costs,
charges, attorney's fees and expenses incurred by Owner in enforcing any of the
terms of this Lease. In the event of litigation, the prevailing party shall be
entitled to recover all reasonable costs, charges, attorney's fees and expenses
incurred in enforcing any covenant, agreement and/or condition contained in this
Lease, unless such charges and expenses are incurred in any dispute wherein the
Owner and Lessee are in agreement and have a dispute with a third party.
18. Vacating Leased Premises at End of Term and Return in Good Condition.
At the expiration of the term of this Lease, Lessee shall give peaceable
possession of the Leased Premises to the Owner in as good condition as at the
date of commencement of the term, usual wear excepted. Upon termination of this
Lease, unless otherwise agreed to by Owner, Lessee shall remove all underground
tanks and replace any pavement disturbed by such removal. Also, Lessee shall
furnish written proof to Owner that the soil in the are of any petroleum tank is
clean and contains no contaminants.
19. Effect of Holding Over. The holding over by Lessee shall not operate to
renew this Lease without the written consent of Owner.
20. Personal Property Abandoned by Lessee. In the event of the termination
of this Lease for any cause or in the event of the abandonment, vacation or
surrender of the Leased Premises, any personal property of Lessee remaining upon
the Leased Premises shall be deemed to have been permanently abandoned and may
be used or disposed of by Owner as Owner shall deem fit.
21. Compliance with Governmental Rules and Regulations. The Lessee shall
comply with, at Lessee's cost and expense, all laws, ordinances, rules,
regulations, orders and requirements of governmental authorities having the
jurisdiction over the Leased Premises.
22. Mortgage Subordination. Owner reserves the right to request and obtain
from Lessee a subordination of Lessee's lien in favor of any first mortgage lien
thereafter arising which may become necessary or desirable from time to time to
Owner in the future and Lessee, upon request for same, agrees to execute at any
and all times such instruments that may be reasonably required by any lender or
prospective first mortgagees in order to effectuate such a subordination of
Lessee s lien. It is a condition, however, of the subordination and lien
provisions herein provided that Owner shall procure from any such mortgagees an
agreement in writing which shall be delivered to Lessee, providing that so long
as Lessee shall faithfully discharge the obligations on its part to be kept and
performed under the terms of this Lease, its tenancy will not be disturbed nor
this Lease affected by any default under such mortgage, and mortgagee agrees
that this Lease shall remain in full force and effect even though default in the
mortgage may occur.
23. Eminent Domain. If the whole of the Leased Premises shall be acquired
or condemned by eminent domain for any public or quasi-public use or purpose,
then the terms of this Lease shall cease and terminate at the date of title
vesting in such proceeding and all rentals shall be paid up to that date and
neither party shall have a claim against the other party for the value of any
unexpired term of this Lease. If any part of the Leased Premises shall be
acquired or condemned by eminent domain for any public or quasi-public use or
purpose, and in the event that such partial taking or condemnation shall render
the Leased Premises unsuitable for the business of Lessee, then the terms of
this Lease shall cease and terminate as of the date of title vesting in such
proceeding and Lessee shall have no claim against Owner for the value of any
unexpired term of this Lease. In the event of a partial taking or condemnation
which is not extensive enough to render the Leased Premises unsuitable for the
business of Lessee, then Owner shall promptly restore the Leased Premises to a
condition comparable to its condition at the time of such condemnation less the
portion lost in the taking, and this Lease shall continue in full force and
effect except that the monthly rent shall be reduced in proportion to the
reduction in gross area of the Leased Premises. All damages awarded or
compensation paid for any such taking or conveyance shall belong to and be the
property of Owner, whether such damages shall be awarded as compensation for
diminution in value to the leasehold or to the fee of the demised Leased
Premises; provided, however, that Owner shall not be entitled to any portion of
the award or payment made to Lessee for loss of business and depreciation of and
cost of removal of merchandise and trade fixtures.
24. Default or Breach. Each of the following events shall constitute a
default or breach of this Lease by Lessee:
a. If Lessee, or any successor or assignee of Lessee, while in
possession of the Leased Premises, shall file a Petition in
Bankruptcy or insolvency or for reorganization under any
Bankruptcy Act, or shall voluntarily take advantage of any
such act by answer or otherwise, or shall make assignment
for the benefit of creditors.
b. If involuntary proceedings under any bankruptcy law or
insolvency act shall be instituted against Lessee, or if a
receiver or trustee shall be appointed of all or
substantially all of the property of Lessee, and such
proceedings shall not be dismissed or the receivership or
trusteeship vacated within ten days after the institution
or appointment.
c. If Lessee shall fail to pay Owner any rent when due or
shall fail to pay Owner any additional rent within thirty
(30) days after notice by Owner to Lessee of such
additional rent.
d. If Lessee shall fail to perform or comply with any of the
conditions of this Lease and if the nonperformance shall
continue for a period of thirty (30) days, hereinafter
referred to as the "notice period", after notice thereof by
Owner to Lessee or, if the performance cannot be reasonably
had within the notice period, or if the Lessee shall not in
good faith have commenced performance within-the-notice
period and shall not diligently proceed to completion of
performance.
e. If Lessee shall vacate or abandon the Leased Premises.
f. If Lessee fails to take possession of the Leased Premises
on the term commencement date, or within thirty (30) days
after notice that the Leased Premises are available for
occupancy if the term commencement date is not fixed herein
or shall be deferred as herein provided.
25. Effect of Default. In the event of any default hereunder, as set forth
in the preceding section, the rights of Owner shall be as follows:
a. Owner shall have the right to cancel and terminate this
Lease, as well as all of the right, title and interest of
Lessee hereunder, by giving to Lessee not less than thirty
(30) days notice of the cancellation and termination. On
expiration of the time fixed in the notice, this Lease and
the right, title and interest of Lessee hereunder shall
terminate in the same manner and with the same force and
effect, except as to Lessee's liability, as if the date
fixed in the notice of cancellation and termination were
the end of the term herein originally determined.
b. Owner may elect, but shall not be obligated, to make any
payment required of Lessee herein or comply with any
agreement, term or condition required hereby to be
performed by Lessee, and Owner shall have the right to
enter the Leased Premises for the purpose of correcting or
remedying any such default and to remain until the default
has been corrected or remedied, but any expenditure for the
correction by Owner shall not be deemed to waive or release
the default of Lessee or the right of Owner to take any
action as may be otherwise permissible hereunder in the
case of any default.
c. Owner may re-enter the Leased Premises immediately and
remove the property and personnel of Lessee, and store the
property in a public warehouse or at a place selected by
Owner at the expense of Lessee. After re-entry, Owner may
terminate the Lease on giving ten (10) days written notice
of termination to Lessee. Without the notice, re-entry will
not terminate the Lease. On termination, Owner may recover
from Lessee all damages proximately resulting from the
breach, including the costs of recovering the Leased
Premises and the worth of the balance of this Lease over
the reasonable rental value of the Leased Premises for the
remainder of the lease term, which sum shall be immediately
due Owner from Lessee.
d. After re-entry, Owner may relet the Leased Premises or any
part thereof for any term without terminating the Lease, at
the rent and on the terms as Owner may chose. Owner may
make alterations and repairs to the Leased Premises. The
duties and liabilities of the parties if the Leased
Premises are relet as provided herein shall be as follows:
i. In addition to Lessee's liability to Owner for breach
of the Lease, Lessee shall be liable for all expenses
of the reletting, for the alterations and repairs made,
and for the difference between the rent received by
Owner under the new lease agreement and the rent
installments that are due for the same period under
this Lease.
ii. Owner shall apply the rent received from reletting the
Leased Premises (1) to reduce the indebtedness of
Lessee to Owner under the Lease, not including
indebtedness for rent; (2) to expenses of the reletting
and alterations and repairs made; (3) to rent due under
this Lease; or (4) to payment of future rent under this
Lease as it becomes due. If the new Lessee does not pay
a rent installment promptly to Owner, and the rent
installment has been credited in advance of payment of
the indebtedness of Lessee other than rent, or if
rentals from the new Lessee have been otherwise applied
by Owner as provided for herein and during any rent
installment period are less than the rent payable for
the corresponding installment period under this Lease,
Lessee shall pay Owner the deficiency, separately for
each rent installment deficiency period, and before the
end of that period. Owner may at any time after a
reletting terminate the Lease for the breach on which
Owner had based the re-entry and subsequently relet the
Leased Premises.
e. After re-entry, Owner may procure the appointment of a
receiver to take possession and collect rents and profits
of the business of Lessee. The receiver may carry on the
business of Lessee and take possession of the personal
property used in the business of Lessee, including
inventory, trade fixtures and furnishings, and use them in
the business without compensating Lessee. Proceedings for
appointment of a receiver by Owner, or the appointment of a
receiver and the conduct of the business of Lessee by the
receiver shall not terminate and forfeit this Lease unless
Owner has given written notice of termination to Lessee as
provided herein.
26. Waiver. The failure of Owner to insist upon the strict performance of
the terms of this Lease, or to exercise any options herein conferred, shall not
constitute a waiver of Owner's right to thereafter enforce any such tern-is or
options, but the same shall continue in full force and effect.
27. Notices. Notices and demands by either party must be given by Certified
Mail, postage prepaid, addressed to the Owner at P.0. Xxx 000, Xxxxxxxxx,
Xxxxxxx, 00000, or to the Lessee at 0 Xxxxx 0xx Xxxxxx, Xxxxxxxxx, Xxxxxxx,
00000 subject to the right of either to designate a new address by a proper
notice in writing.
28. Law of Indiana Governs. The laws of the State of Indiana shall govern
the validity, performance and enforcement of this Lease. The invalidity or
unenforceability of any provision of this Lease shall not effect or impair any
other provision.
29. Binding Heirs, Executors, Successors and Assigns. This Lease shall be
binding upon the parties hereto, and their legal heirs, executors,
administrators, successors and assigns.
30. Entire Agreement and Definition. This Lease embodies the entire
agreement between the parties hereto relative to the subject matter hereof, and
shall not be modified, changed or altered in any respect except in writing.
Where more than one party shall be Lessees under this Lease, the word "Lessee"
whenever used in the Lease shall be deemed to include all parties-Lessee jointly
and severally. Where more than one building is included and described as part of
the "Leased Premises" under this Lease, the word "building" whenever used in
this Lease shall be deemed to include all buildings.
IN WITNESS WHEREOF, the parties have hereunto set their hands and
seals the day and year first above written.
LAFAYETTE COMMUNITY BANK, INC. L.C.B. INVESTMENTS, L.L.C.
By: By:
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