First Independence 8K 8-29-08 Lease

LEASE



THIS LEASE ("Lease") is made and entered into as of this 28th day of August, 2008, by and between BANK RENTALS, LLC , an Indiana limited liability company with an address of 5006 Upper River Road, Jeffersonville, Indiana 47130 ("Lessor"), and 1ST INDEPENDENCE BANK, INC. , a Kentucky corporation with an address of 8620 Biggin Hill Lane, Louisville, Kentucky 40250 ("Lessee").



WITNESSETH:



WHEREAS, Lessor owns and operates a building containing approximately 4,748 square feet of total gross building area and 4,294 square feet of net rentable area located at 1711 East 10th Street, Jeffersonville, Indiana (the "Building ?);



WHEREAS, Lessor desires to lease to Lessee, and Lessee desires to lease from Lessor, certain office space in the Building (the "Premises") consisting of approximately 2,147 square feet on the first floor of the building and approximately 1,248 feet of shared space on the second floor of the Building.



NOW, THEREFORE, in consideration of the rents herein reserved, the other terms and conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, Lessor and Lessee hereby agree as follows:



SECTION 1. PREMISES



1.1. Upon the terms and conditions hereinafter set forth, Lessor does hereby lease to Lessee, and Lessee does lease from Lessor, the Premises, together with (a) all other improvements, furniture, fixtures and equipment presently located in the Premises, (b) reasonable rights of ingress and egress to the Premises by automobile and truck, (c) the nonexclusive use of the common areas with other lessees of the Building, subject to (y) all rights of way or use, servitudes, licenses, tenements, hereditaments, appurtenances and easements now or hereafter belonging to or affecting the Premises (the "Permitted Exceptions"), and (z) the other terms and provisions of this Lease.




1.2. Notwithstanding anything contained herein to the contrary, Lessee acknowledges and agrees that this Lease is subject to all of the terms and conditions set forth in the Permitted Exceptions and Lessee shall comply with the Permitted Exceptions as though Lessee is the fee owner of the Premises.




1.3. Except as set forth herein, Lessee accepts possession of the Premises as of the Commencement Date, in its condition "As is, where is, with all faults".




SECTION 2. TERM



2.1. Subject to early termination as set forth herein, Lessee will have and hold the Premises for an initial term of five (5) years commencing August 28, 2008 (the





















"Commencement Date") and ending on August 28, 2013 (the "Initial Term"), subject to the renewal/extension provisions of Exhibit A attached hereto and made a part hereof. The Initial Term and any renewal or extension terms set forth herein shall collectively be referred to as the "Term. "



2.2. At any time following the first eighteen (18) months of this Lease, either party shall have the right to terminate this Lease upon at least twelve (12) months prior written notice to the other party.




SECTION 3. RENT, SURVIVAL OF OBLIGATIONS



3.1. Lessee covenants to pay to Lessor at its notice address, or at such place or to such person as Lessor may designate in writing from time to time, base rent for the Premises ("Base Rent") as follows: from the Commencement Date through the expiration of the Initial Term (as may be extended per Exhibit A attached hereto and made a part hereof), Base Rent will be $18,000 per year, payable in equal monthly installments of $1,500 each.




3.2. Base Rent shall be payable in advance on or before the first day of each calendar month during the Term in lawful money of the United States of America at the notice address of Lessor set forth herein or as may otherwise directed by Lessor in writing, from time to time, without demand, set off or counterclaim, except as otherwise specifically provided herein.




3.3. Lessee also covenants to pay and discharge during the Term, when the same will become due, any and all other amounts, liabilities and obligations which Lessee assumes or agrees to pay or discharge pursuant to this Lease, together with every fine, penalty, interest and cost which may be added for non-payment or late payment thereof, and in the event of any failure on the part of Lessee to pay or discharge any of the same, Lessor will have all rights, powers and remedies provided herein or by law or equity or otherwise in the case of non-payment of the Rent. Lessee will also pay to Lessor on demand interest at the annual rate of four per cent (4%) over the then existing prime rate of interest charged by Citibank, N.A., New York, New York (but not to exceed the rate allowable by law) ("Default Rate") on all amounts of Additional Rent (as such term is defined below) which are overdue for ten (10) days or more, from the due date thereof until paid in full.




3.4. Lessor may (upon written notice to Lessee and the expiration of the applicable grace period) but shall not be obligated to, make any payment or perform any act required hereunder to be made or performed by Lessee with the same effect as if made or performed by Lessee, provided that no entry by Lessor upon the Premises for such purpose shall constitute or be deemed to be an eviction of Lessee and shall not waive or release Lessee from any obligation or default hereunder. All sums so paid by Lessor and all costs and expenses incurred by Lessor in connection with the performance of any such act, together with interest thereon from the date paid by Lessor at the Default Rate, shall be payable by Lessee promptly upon demand..






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SECTION 4. ADDITIONAL RENT




In addition to the Base Rent provided for above, Lessee shall pay its Pro Rata Share of Total Operating Expenses (as defined hereinafter) for the Building for each calendar year (which shall be deemed additional rent).



4.1. Lessee's "Pro Rata Share of Total Operating Expenses" shall be 64.50 % (calculated as 2,147 + bd of 1,248 / 4,294) multiplied by the Total Operating Expenses (as hereinafter defined). Any partial calendar year shall be prorated.




4.2. "Total Operating Expenses" shall include, but are not limited, to the following expenses incurred in the operation of the Building:




(a) All real property taxes and assessments and other taxes and assessments of any nature levied and assessed against the Building and the land on which it is situated ("Real Estate"), or assessed against Lessor as a result of the Building and Real Estate (but excluding personal property, estate, inheritance and income taxes of Lessor) (collectively referred to herein as "Real Estate Taxes");




(b) all expenses incurred by Lessor in connection with the operation, maintenance and repair of the Building and Real Estate;




(c) costs of resurfacing, repainting, and restriping the parking areas;




(d) cleaning and other janitorial services;




(e) snow and ice removal, and security services;




(f) landscaping;




(g) directional signs and other markers;




(h) all improvements, machinery, and equipment used in connection with the Building and Real Estate, including the heating, ventilation and air-conditioning system;




(i) water, sewer, electrical and other utility charges other than any separately billed charges paid directly by Lessee; and




(j) premiums on public liability and fire and extended coverage insurance.




4.3. From time to time, Lessor shall reasonably estimate (or re-estimate) the amount of the Total Operating Expenses payable by Lessee for any whole or partial lease year during the Term. Lessee shall pay, as Additional Rent, equal monthly installments of its Pro Rata Share of the Total Operating Expenses during such whole or partial lease year. Within ninety (90) days after the end of each lease year, Lessor shall provide to Lessee a statement showing the actual Pro Rata






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Share of Total Operating Expenses for the preceding lease year. Within thirty (30) days after Lessee's receipt of such statement, Lessee shall pay to Lessor, or Lessor shall credit against the next Base Rent payment(s) due (unless such statement is for the last Lease Year of the Term, in which event Lessor shall promptly return any over-payment to Lessee), as the case may be, the difference between the actual amount of Lessee's Pro Rata Share of the Total Operating Expenses for the preceding calendar year and the estimated amount paid by Lessee for said calendar year.



4.4. Lessee shall have the right to cause an audit to be performed at Lessee's sole cost and expense of Lessor's operations and books and records pertaining to the Total Operating Expenses and Lessee ?s Pro Rata Share of Total Operating Expenses, so long as: (a) Lessor is given reasonable notice; (b) such audit is conducted during normal business hours at Lessor's office and (c) Lessor is reimbursed for reasonable costs of copies incurred in the course of such audit. If Lessor has overstated any of those items, within thirty (30) days after demand by Lessee accompanied by Lessee's verification of such overcharges, Lessor shall reimburse Lessee for all such overcharges. If such overcharges exceed 5%, Lessor shall reimburse Lessee for such overcharges plus interest at the rate of 8% per annum and the reasonable cost of the audit.




SECTION 5. USE OF PREMISES



5.1. Lessee may use the Premises for the conduct of all lawful business and activities which it or any affiliate is authorized by law to engage in and conduct as a financial institution, both directly and through its subsidiaries, and for such other lawful use as may be approved by Lessor in writing, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, Lessee will not use, or permit any person to use, the Premises for any use or purpose in violation of any applicable (i) governmental law, rule or regulation, or (ii) the Permitted Exceptions. Notwithstanding anything in Section 5.2 to the contrary, Lessee and its subtenants may not use the Premises for the storage, distribution, or manufacture of Contaminants, as that term is defined in Exhibit B attached hereto and made a part hereof. Lessee may not install an underground storage tank or tanks on the Premises without the Lessor's prior written consent, which consent the Lessor may withhold in its sole discretion.




5.2. Lessee agrees, at its sole cost and expense, to comply with all Environmental Laws, as that term is defined in Exhibit B attached hereto and made a part hereof, and all governmental notices, orders and requirements pursuant to Environmental Laws that relate to Lessee's use or occupancy of the Premises; provided, however, that nothing herein shall be construed to require Lessee to bear any expense or liability arising solely out of Lessee's status as a lessee or occupant of the Premises. Lessee will not permit or cause any Contaminants to be brought upon, placed, held, stored, located, or disposed of on, under, from or at the Premises, other than in compliance with all Environmental Laws. Lessee will (i) provide Lessor with copies of all communications between Lessee and any governmental






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agencies or other authorities related to Contaminants brought upon, placed, held, located, stored or disposed of on, under, from or at the Premises or related to the violation or alleged violation of any Environmental Laws with respect to Lessee's use or occupancy of the Premises, (ii) permit Lessor, at Lessor's discretion, to participate in any proceeding brought by a government agency or authority, or a third party, with respect to Contaminants brought upon, placed, held, located, stored or disposed of on, under, from or at the Premises with respect to Lessee's use or occupancy of the Premises or the violation or alleged violation of any Environmental Laws with respect to Lessee ? s use or occupancy of the Premises, and (iii) permit Lessor, from time to time at Lessor's discretion, to conduct tests, analyses and investigations of the environmental conditions relative to Lessee's use or occupancy of the Premises. The expense of Lessor's participating in a proceeding pursuant to the foregoing clause (ii) will be borne by Lessee. The expense of tests, analyses and investigations conducted pursuant to the foregoing clause (iii) will be borne by Lessee, to the extent that Lessor requires any such tests, analyses or investigations because of a reasonable concern by Lessor, based upon an inspection of the Premises by Lessor or Lessor ?s agents or contractors, with respect to environmental conditions relative to Lessee's use or occupancy of the Premises; otherwise, the expense of such tests, analyses and investigations will be borne by Lessor. Additionally, Lessor shall have the further right to enter onto the Premises, in such a manner and at such times as necessary to comply with Lessee's reasonable security requirements and to avoid unreasonable interference with Lessee's business operations at the Premises, to perform any necessary Clean-up (as defined on Exhibit B attached hereto and made a part hereof).



5.3. In addition to the foregoing, Lessee agrees, at its sole cost and expense, to (i) comply with all laws, codes, orders, rules, regulations and requirements of all governmental or other authorities having jurisdiction over the Premises (collectively, "Laws"), and (ii) cause the Premises to comply with all Laws.




SECTION 6. UTILITIES AND SERVICES



6.1. Lessor shall furnish the Premises with equipment and connections for all utilities, including gas, electricity, telephone, water and sewer service, and shall replace the same at its own expense, if necessary, unless such replacement is caused by the intentional actions of Lessee (other than normal wear and tear). Lessee's occupancy and possession of the Premises shall be evidence of Lessee's determination that such equipment and connections are of sufficient capacity to provide for the conduct of Lessee's business and the comfortable occupancy and use of the Premises. Notwithstanding the foregoing, and subject to Section 4 hereinabove, Lessor shall provide and pay for all gas, electricity, water and sewer charges and assessments with respect to the Premises.




6.2. Lessor agrees to be diligent and to use commercially reasonable efforts to restore any services which it is obligated to provide under the terms of this Lease in the event that any temporary failures, stoppages, interruptions, or discontinuances of






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such services occur. Should any utilities or services with respect to the Premises fail, stop, or be interrupted or discontinued for any reason, then all Base rent and additional rent payable hereunder shall abate if any such failure, stoppage, interruption or discontinuance continues for ten (10) business days (until completely restored) and Lessee shall have the right to terminate this Lease and all of its obligations hereunder if any such failure, stoppage, interruption or discontinuance continues for thirty (30) days.



SECTION 7. INSURANCE



7.1. During the term of this Lease, Lessor shall maintain fire and extended coverage insurance for the full replacement value of the Building, including all personal property and equipment therein, and the Real Estate, but shall not protect Lessee's property in the event of damage however caused. Lessee shall be responsible for insuring its property located on or at the Premises, and neither Lessor nor any other occupant of the Building shall be liable to Lessee for damage to Lessee's property, unless caused by the intentional act, negligence, or willful misconduct or omission of Lessor or its agents or employees or any other occupant. All insurance policies maintained by Lessor or Lessee as required or permitted under this Lease shall contain an agreement by the insurer waiving the insurer's right of subrogation against the other party to this Lease or agreeing not to acquire any rights of recovery which the insured has expressly waived prior to loss. Lessor and Lessee each hereby waives and releases any and all rights of recovery which either might have against the other for any loss or damage, whether or not caused by any alleged negligence of the other party, its agents, licensees or invitees, to the extent that such loss or damage is covered by any insurance required or permitted to be maintained under this Lease.




7.2. Lessor shall not be liable to Lessee or any other person and Lessee shall indemnify and save Lessor harmless from any and all liability, loss, damage, injury (including death), cost or expense, including reasonable attorneys' fees, arising or resulting from the condition of the Premises, from any occurrence or happening in or about the Premises or from any act or neglect of Lessee or its employees, agents, contractors, licenses or invitees, unless such damage, injury or death is the direct result of the negligence or intentional misconduct of Lessor or its employees or agents. Lessee shall not be liable to Lessor or any other person and Lessor shall indemnify and save Lessee harmless from any and all liability, loss, damage, injury (including death), cost or expense, including reasonable attorneys' fees, arising or resulting from the condition of the Building (other than the Premises), from any occurrence or happening in or about the Building (outside of the Premises) or from any act or neglect of Lessor or its employees, agents, contractors, licenses or invitees, unless such damage, injury or death is the direct result of the negligence or intentional misconduct of Lessee or its employees or agents.






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SECTION 8. LIENS AND ENCUMBRANCES



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