SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT (hereinafter this “Lease”), made and entered into as of
_______________(the “Effective Date”), by and between TERRA SANTA, INC. (“Landlord”),
a Kentucky corporation, and ________________ (“Tenant”).
WITNESSETH:
WHEREAS, the Landlord is owner of a leasehold estate in and to a portion of that certain
real estate and the improvements thereon located at 1293 Bardstown Road in the City of
Louisville, Jefferson County, Kentucky; and,
WHEREAS,the Landlord desires to sublease unto the Tenant, and the Tenant desires to
sublease from the Landlord approximately _______ square feet, more or less, within the
improvements located at 1293 Bardstown Road in the City of Louisville, Jefferson County,
Kentucky as described herein.
NOW THEREFORE, for and in consideration ofthe mutual covenants, terms and
conditions contained herein, it is agreed as follows:
1. Leased Premises.The Landlord hereby leases unto the Tenant approximately _______
square feet located _________, which Tenant presently occupies located at 1293 Bardstown
Road in the City of Louisville, Jefferson County, Kentucky (hereinafter referred to as the
"Leased Premised").
The Tenant shall have, in addition to the Leased Premises, the non-exclusive use, in
common with the Landlord, other tenants, their guests, employees, and invitees, of the
common areas. The common areas shall be subject to the exclusive control and management
of the Landlord and the Landlord shall have the right to establish, modify,change, and
enforce rules and regulations with respect to the common areas so long as such rules are not
discriminatory against the Tenant and the Tenant agrees to abide by and conform with such
rules and regulations. Common areas, as they exist from time to time, shall include the
parking areas, roadways, sidewalks, landscaped areas, driveways, heating, ventilating, air
conditioning, sprinkler, plumbing, and drainage equipment and installations, and any
enclosures constructed therefore, which do not specifically serve only one leased
premises.The Tenant agrees that the Tenant and its employees will park their automobiles
only in such areas as the Landlord from time to time designates for employee parking.
2. Term.
a) The initial term of this Lease shall commence on the Effective Date and shall expire at
11:59 p.m. on the date that is one year from the Effective Date. This Lease shall continue
in force after the expiration of the initial term or any successive term hereunder, upon the
same terms and conditions, for each successive term or terms, each of one (1) year in
duration unless either party provides notice of termination sixty (60) days or more prior
to the expiration of the then existing term.
b) Notwithstanding anything to the contrary set forth herein, either Landlord or Tenant may
terminate this Lease at any time by giving the other party not less than sixty (60) days
prior written notice of termination; provided, however, that in the event such termination
occurs prior to the expiration of the Initial Term, the Lessor and Lessee shall not
thereafter enter into the same or a similar agreement for the Premises until the expiration
of one (1) year from the Effective Date. In the event of the delivery of any such notice of
termination, this Lease shall terminate upon the later of (i) the date of termination set
forth in such notice, or (ii) the sixtieth day after the delivery of such notice. Upon
termination as provided above, both parties shall be released of all obligations and
liabilities arising under this Lease following the effective date of termination; provided
that the parties shall remain liable for all obligations under this Lease which are intended
to survive termination.
3. Rent.
a) Amount.The Tenant agrees to pay Landlord during the initial one (1) year term of this
Lease, an annual fixed rent in the amount of ___________. The fixed rent shall be
payable in monthly installments of ______________ by the Tenant in advance on the
first day of each month during the term of this lease.
b) Manner of Payment.The Tenant shall make all payments of rent to the Landlord without
demand or notice to the Landlord at _________________, or such place as the Landlord
may from time to time designate in writing. All rent shall be payable in current legal
tender of the United States of America, as the same is then, by law, designated. Rent shall
be paid to the Landlord on the first (1st) day of each month. If the Landlord does not
receive any rent paymentby the fifth (5th) day of each month, the Tenant will pay unto
the Landlord a late charge of five percent (5.00%) of the monthly fixed rent installment.
4. Maintenance of Leased Premises.The Tenant shall be responsible for all routine
maintenance and repairs to the interior of the Leased Premises and any Tenant alterations,
improvements, or signs, including any cleaning desired by the Tenant. The Landlord shall
beresponsible for all maintenance and repairs to the roof, the inside and outside HVAC
systems, landscaping, and mowing.The Tenant will not commit waste to the Leased Premises
and theTenant shall maintain the Leased Premises in as good a condition as now exists,
ordinary wear and tear excepted.
The Tenant shall not make any alterations or improvements to theLeased Premises
without the prior written consent of the Landlord, which consent shall not be unreasonably
withheld. If permission is so granted, the Tenant shall make such alterations and
improvements in accordance with applicable laws and building codes and in a good and
workmanship like manner and shall provide the Landlord with lien waivers. Further, the
Tenant does hereby fully and completely indemnify the Landlord against any mechanic's
liens or other liens or claims in connection with the making of such alterations or
improvements. All permanent improvements, replacements, and betterments made by the
Tenant shall become the property of the Landlord on the expiration of this Lease; provided
however, that this shall not include equipment and all other personal property of the Tenant,
which shall remain the Tenant's property and shall be removable prior to the end of this
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Lease; provided that the Tenant shall restore completely any damage to the Leased Premises
resulting from such removal prior to the termination of this Lease.
5. Signage.All Tenant signs on the Leased Premises or the common areas are subject to the
prior written approval of the Landlord in its sole discretion, and if approved, must comply
with all governmental regulations and the Landlord's sign criteria.
6. Liability Insurance.The Tenant shall maintain a comprehensive liability policy(ies) of
insurance, including both general and malpractice liability, protecting the Tenant and the
Landlord against any liability occasioned by accident on or about the Leased Premises, the
limits of such insurance not to be less than One Million and no/100 Dollars ($1,000,000) in
respect to one occurrence, which policy or policies of insurance shall be endorsed to reflect
that the Landlord is named an additional insured thereon. The Tenant agrees to indemnify the
Landlord against and to hold the Landlord harmless from any and all claims or demands for
loss or damage to property or for injury or death to any person from any cause whatsoever
while in, upon, or about the Leased Premises.
7. Fire and Extended Coverage Insurance.
a) The Landlord shall ensure that a fire and extended coverage insurance policy or policies
exists insuring the building and improvements, which include the Leased Premises, with
coverages as determined acceptable by the fee owner of the Leased Premises and in such
amounts as may be deemed necessary by the fee owner of the Leased Premises and its
lender.
b) The Tenant shall be responsible for any insurance on its personal property maintained or
stored on the Leased Premises and the Tenant's alterations and improvements and will
hold harmless the Landlord for any damage to or theft of its personal property maintained
or stored on the Leased Premises and any damage from whatever cause to its alterations
and improvements.
c) If the Leased Premises shall be damaged or destroyed by fire,windstorm, hail, or other
casualty, the Tenant shall give immediate written notice thereof to the Landlord. The
Landlord and the Tenant shall be entitled to their respective insurance proceeds in the
event of said damage.
d) In the event of damage to the Leased Premises having the effect of rendering the use of
the Leased Premises economically unfeasible and/or rebuilding or repairs cannot
reasonable be completed within one hundred eighty (180) working days from the date of
the damage, this Lease shall, at the option of the Landlord, terminate and rent shall be
abated for the unexpired portion of this Lease, effective as the date of said damage.
e) In the event of damage to the Leased Premises not resulting in a termination of this
Leased Premises not resulting in a termination of this Lease under Paragraph (10) D
hereinabove, it is the responsibility of the fee owner of the building, at its sole cost and
expense, to rebuild or repair such building and other improvements (but not the Tenant
alterations or improvements) to substantially the condition in which they existed prior to
such damage. If the building and other improvements are to be rebuilt or repaired the
rent shall be abated until such building and other improvements are substantially
completed as determined by the Landlord and rent shall commence immediately upon
notification by the Landlord to the Tenant.
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8. Additional Rent.All charges, costs, and expenses which the Tenant is required to pay
hereunder, together with all interest and penalties that may accrue thereon in the event of the
Tenant’s failure to pay such amounts, and all damages, costs, and expenses which the
Landlord may incur by reason of any default of the Tenant or failure on the Tenant’s part to
comply with the terms of this Lease shall be deemed to be additional rent and, in the event of
non-payment by the Tenant, the Landlord shall have all rights and remedies with respect
thereto as the Landlord may have for non-payment of the basic rent.
9. Condemnation.
a) If, during the term of this Lease or the extension and renewal term, any part of the Leased
Premises should be taken for any public or quasi-public use under governmental law,
ordinance or regulation, or by right of eminent domain, or should be sold to the
condemning authority under threat of condemnation, this Lease shall, at the Landlord's
option, terminate and the rent shall be abated during the unexpired portion of this Lease,
effective as of the date of taking of the Leased Premised by the condemning authority.
b) The Landlord shall each be entitled to receive and retain all condemnation awards for its
interest in the land and the improvements thereon in any condemnation proceedings.
However, the Tenant shall be entitled to any condemnation awards for its leasehold
interest in the Leased Premises.
10. Warranties by Landlord.The Landlord warrants that it is the owner of a good and
marketable leasehold estate to the Leased Premises, fully marketable in all respects, except
ad valorem real property taxes, all existing easements for public roads and public utilities,
rules and regulations of the City-County Planning Commission of Jefferson County,
Kentucky, and all building and use restrictions applicable to the Leased Premises, rights of
others in all common areas. Further, the Landlord warrants that it has the full right and
power to enter into this Lease.
11. Use of Leased Premises.
a) It is understood by and between the parties hereto that the Tenant shall utilize the Leased
Premises in accordance with all laws of the United States of America, the
Commonwealth of Kentucky, and those applicable zoning laws and other governmental
regulations. Further, the Tenant shall use the Leased Premises as ________________or
used related thereto and shall not use the Leased Premises for any other purpose without
the prior written consent of the Landlord, which consent shall not be unreasonably
withheld.
b) Further, the Tenant shall:
i) comply with all applicable laws or regulations governing the generation, production,
bringing upon, use, storage, treatment, or disposal of Hazardous Materials ( as
defined herein below) in, on, or about the Leased Premises by the Tenant;
ii) not generate, produce, bring upon, use, store, treat, or dispose of any Hazardous
Materials (as defined herein below) in, on, or about the Leased Premises from which
the Tenant is prohibited by any law or regulation;
iii) remain liable for failure to exercise due care in any such generation, production,
bringing upon, use storage, treatment, or disposal of Hazardous Materials by the
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Tenant and remain liable for all costs and expenses resulting from any actual damage
to person(s) property proximately caused by such Hazardous Materials (as defined
herein below); and
iv) remain solely responsible for all indemnifications and obligations of the Tenant as
stated herein below. "Hazardous Materials" shall mean any hazardous or toxic
substances, materials, waste, or related materials now or subsequently regulated by
any application federal, state, or local laws or regulations.
c) Further, the Tenant shall indemnify, defend with counsel reasonable acceptable to the
Landlord, and hold the Landlord fully harmless from any and all liabilities, damages,
claims, penalties, fines, settlements, causes of action, cost or expenses, including
reasonable attorneys' fees, environmental consultant fees and laboratory fees, the costs of
any required or necessary repair, cleanup, or detoxification of the Leased Premises, the
preparation of any closure or other required plans, and costs and expenses of
investigating and defending any claims or proceedings resulting from or attributable to (i)
the presence, disposal, release, or threatened releases of any Hazardous Materials that are
in, on from or affecting the Leased Premises, including the soil, water, vegetation,
buildings, personal property, persons, animals, or otherwise, (ii) any personal injury
(including wrongful death), or property damage (real or personal) arising out of or
relating to the Hazardous Materials, (iii) any lawsuits or administrative action brought or
threatened, settlement reached, or governmental order entered relating to the Hazardous
Materials, for which the Tenant is responsible hereinabove due to the Tenant's use or
occupancy of the Leased Premises. In addition, the Tenant agrees that in the event of any
such Hazardous Materials are caused to be removed from the Leased Premises by the
Tenant, the Landlord, or any other person or entity, the number assigned by the
Environmental Protection Agency to such Hazardous Materials shall be solely in the
name of the Tenant and the Tenant shall assume any and all liability for such removed
Hazardous Materials. The Tenant's indemnifications and obligations hereinabove shall
survive the expiration or earlier termination of this Lease.
12. Default.The following shall constitute events of default:
a) Non-payment when due of any rental payment under this Lease which is not remedied
within five (5) days of due date from the Landlord;
b) Non-payment when due of any insurance premium, fee or other charge under this Lease
which is not remedied within five (5) days after written notice from the Landlord;
c) A breach or failure of performance by the Tenant of any provision under this Lease
which is not remedied within five (5) days after written notice from the Landlord;
d) The Tenant (1) files a petition in bankruptcy or for the approval o:f a plan of
reorganization or arrangement under the Bankruptcy Code which now exists or as may be
amended, or an admission seeking relief therein provided; (2) is unable or admits in
writing its inability to pay its debts as they become due; (3) makes an assignment for the
benefit of creditors; (4) has a receiver appointed, voluntarily or otherwise, for its
property; (5) is adjudicated a bankrupt; (6) becomes insolvent.
e) The Tenant assigns, encumbers, mortgages, subleases or permits the Leased Premises or
any part thereof to be used or occupied by any other person(s) or entity(ies) without the
prior written consent of the Landlord.
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f) In the event that the Tenant becomes and remains in material default as defined above for
a period of five (5) days after written notice of same by the Landlord, the Landlord may,
at its option, terminate this Lease and re enter the Leased Premises, in which event this
Lease shall become null and void; provided however, re-entry under the provision of this
paragraph shall not act as a release of the Tenant for any rentals due hereunder which
have accrued at the time of the default or which would accrue over the remaining term of
this Lease. Further, the Landlord may recover from the Tenant all payments due under
this Lease and claim a Landlord's lien against the property of the Tenant and the Tenant
grants unto the Landlord a Landlord's lien in the event of default under the provisions of
this Lease. In the event that the Landlord incurs any expenses, including collection or
attorney's costs, by reason of default or the breach by the Tenant of any of the terms,
covenants, and conditions contained herein, the Tenant agrees to reimburse the Landlord
the aforesaid expenses.
g) Any notice required under the terms and conditions of this Lease shall be given by
certified mail, return receipt requested, to the addresses of the Landlord and the Tenant as
appears on Page 1 of this Lease or at such other address as may hereafter appear from
public record to said principal place of business or to such principal place of business as
shown by current public records.
13. Entry and Inspection.The Tenant shall permit the Landlord and its agents to enter the
Leased Premises at all reasonable times and upon reasonable notice for any of the following
purposes: (i) to inspect the same; (ii) to maintain the Leased Premises; (iii) to make such
repairs to the Leased Premises as the Landlord may elect to make; (iv) to post notices of non-
responsibility for alterations or additions or repairs; and (v) to further market for sale the
Leased Premises. "Market" shall include advertising, the placing of a sign on the Leased
Premises, and the showing of the Leased Premises at reasonable times as determined by the
Landlord in its sole discretion. The Landlord shall have such right of entry and the right to
fulfill the purpose thereof without any rebate of rent to the Tenant for any loss of occupancy
or quiet enjoyment of the Leased Premises thereby occasioned.
14. Subletting and Assigning. The Tenant shall not assign, mortgage, encumber, lease, sublet,
or permit the Leased Premises or any part thereof to be used by others without the prior
written consent of the Landlord, which consent shall not be unreasonably withheld. If this
Lease is assigned or if the Leased Premises or any part thereof is sublet or occupied by a
person(s) or entity(ies) other than the Tenant, the Landlord may, after default by the Tenant,
collect rent from the assignee, subtenant, or occupant, and apply the net amount collected to
the rent herein reserved. No such assignment, subletting, occupancy, or collection shall be
deemed a waiver of this covenant, or the acceptance of the assignee, subtenant, or occupant
as Tenant, or release of the Tenant form the further performance by the Tenant of the
covenants in this Lease. Consent by the Landlord to any assignment, subletting, or occupancy
shall not be construed to relieve the tenant from obtaining the written consent of the Landlord
to any further assignment, subletting, or occupancy by any person(s) or entity(ies) other than
the Tenant.
15. Subordination.The Tenant agrees to cooperate with the feeowner of the Leased Premises
and the Landlord in any sale or refinancing of the Leased Premises and to that end, the
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Tenant agrees, if requested by the Landlord, to subordinate in writing its interest in the
Leased Premises or its lease to the lien of any mortgage securing indebtedness placed on the
Leased Premises by the fee owner of the Leased Premises of the Landlord.
16. Severability.If any provision of this Lease shall be declared invalid or unenforceable, the
remainder shall continue in full force and effect.
17. Successors and Assigns.This Lease shall be binding upon and inure to the benefit of the
parties hereto, their successors and/or assigns.
18. Entire Agreement.This Lease contains the entire agreement between the parties hereto, is a
total integration thereof, and may not be changed orally, but only by an agreement in writing
signed by the party against whom enforcement of any waiver, change, modification, and/or
discharge is sought.
19. Governing Law.This Lease shall be governed by, construed, and enforced in accordance
with the laws of the Commonwealth of Kentucky.
20. Grammatical Usage. In construing this Lease, neuter pronounsshall be substituted for those
masculine in gender and vice versa, and plural terms shall be substituted for those singular
and singular for plural in any place in which the context so requires.
21. Remedies Cumulative.The specified remedies to which the Landlord may resort under the
terms of this Lease are cumulative and are not intended to be exclusive of any remedies or
means of redress to which the Landlord may be lawfully entitled in case of any breach or
threatened breach by the Tenant of any provisions of this Lease.
22. Recording.This Lease shall not be recorded for any public inspection by the parties hereto;
provided, however, that a Memorandum of Lease may be placed of record by either of the
parties hereto, same to reflect only the parties to this Lease and the Leased Premises which
are affected by this Lease. In no respect shall same memorandum set forth rent or financing
arrangements contained herein.
23. Authority.The Tenant warrants that the party executing this Lease on its behalf does so by
virtue of proper authority granted by resolutions appropriately adopted by its members.
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IN WITNESS WHEREOF, the parties hereto have executed this Lease on the date first
above written.
LANDLORD:
TERRA SANTA, INC.
By:
Name:
Title:
Date:
TENANT:
By:
Name:
Title:
Date:
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