STATE OF GEORGIA )
) LEASE AGREEMENT
COUNTY OF XXXXXX )
THIS AGREEMENT, made this 1ST day of APRIL , 1997, by and between
XXXXXX X. XXXXXX, III, of Xxxxxx County, Georgia, with a mailing address of 0000
Xxxxx Xxxxxx, P. O. Xxx 0000, Xxxxxxxxx, Xxxxxxx, 00000, (hereinafter called as
"Landlord") and MAIN STREET BANK, whose address is 0000 Xxxxx Xxxxxx, P. O. Xxx
0000, Xxxxxxxxx, Xxxxxxx, 00000 (hereinafter called "Tenant");
W I T N E S S E T H:
1. Landlord, for in consideration of the covenants and conditions
contained herein, does hereby lease to Tenant and Tenant does hereby take from
Landlord upon and subject to the covenants and conditions contained herein, the
following described property, to-wit:
The approximate 22,300 square foot building located at the northeastern
corner of the intersection of Emory Street and Xxxxx Street in Xxxxxxxxx, Xxxxxx
County, Georgia, formerly occupied by A&P Grocery as to the eastern portion and
a restaurant and previously Xxxx Drugs as to the western portion, together with
the adjoining real estate consisting of a city block owned by Landlord which is
bounded on the West by Emory Street, South by Xxxxx Street, East by Xxx Street
and North by Xxxxxxxxx Street; SUBJECT HOWEVER, to the provisions contained on
Exhibit "A" attached hereto and made a part hereof by reference as to the
Landlord's reservation of rights in and to a portion of the said property;
(hereinafter called "Premises") for a term beginning on the earlier of the
Commencement Date as defined at Section 21 hereinafter or April 1, 1997, and
terminating on March 31, 2007, at 11:59, p.m.
2. Tenant shall pay to Landlord promptly on the 1st day of each month
in advance during the term of this Lease the rentals specified herein. All
rental checks shall be payable to Landlord and hand delivered or mailed to
Landlord's address hereinbefore given. The rental rates will be annual rentals
payable one-twelfth (1//12) of the annual amount in monthly payments on the
first (1st) day of each month of each lease year. Attached hereto and made a
part hereof as Exhibit "B" is a schedule of the annual rentals and the rental
rate per square foot based on the estimated gross area of the building on the
Premises of 22,300 square feet.
3. The Premises shall be used only for the Tenant's non-retail banking
operations, support services and professional offices. The Premises shall not be
used for any illegal purposes nor in violation of any valid regulation of any
governmental body nor in any manner to create any nuisance or trespass.
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4. (A) The Tenant accepts the Premises in their present condition and
as suited for the use intended by the Tenant. Except as hereinafter provided,
Landlord shall not be required to make any repairs, improvements or alterations
to the Premises. The Tenant contemplates making major improvements to the
Premises including the renovation of the building located thereon, all as more
particularly described in Section 20 of this Lease.
(B) The Landlord shall maintain the structural integrity of the
exterior walls, roof and floors of the building (except the floor coverings and
plate glass which are the responsibility of the Tenant) and shall maintain the
roof watertight. Tenant shall at once report in writing to Landlord any
defective condition known to Tenant which Landlord is required to repair and the
failure to so report shall make the Tenant responsible for damages resulting
from such defective conditions, but only to the extent that the failure to
report the defective condition was negligent. The Landlord may enter the
Premises at reasonable hours to make repairs required of Landlord under the
terms hereof or to inspect the Premises to see that Tenant is complying with all
of the Tenant's obligations hereunder and to exhibit the Premises to prospective
purchasers or other tenants. The Tenant shall maintain in a good state of repair
the parking lot and drives constituting a portion of the Premises and except for
those items required to be maintained by the Landlord in accordance with the
earlier provisions of this section, the Tenant shall maintain the Premises and
keep in good order and repair the Premises and all mechanical systems thereof
including water, sewer, electrical, heating, air conditioning and plumbing.
Tenant shall protect from freezing or damage and shall be liable for and hold
Landlord harmless in respect to any damage or injury to Tenant, the Premises,
the property of the Landlord or anyone else if due to act or neglect of Tenant
or anyone in Tenant's control or employ. All repairs, replacements and renewals
shall be at least equal in quality of materials and workmanship to the existing
as of the "Completion Date" as defined at Section 20 of this Lease. Except for
the improvements provided for herein in Xxxxxxxxx 00, Xxxxxx shall not make any
improvements or alterations which require the relocation or movement of any
load-bearing wall or structural wall.
(C) At the expiration or earlier termination of this Lease,
Tenant shall return the Premises to the Landlord in as good a condition as the
same are in as of the Completion Date as defined in Section 20 of this Lease,
normal wear and tear excepted, and subject to any improvements made by the
Tenant with the prior written consent of the Landlord as hereinbefore permitted.
(D) The Tenant covenants to keep the Premises free of all
liens of any sort arising out of any work performed by it on the Premises. In
the event any such liens should be filed against the Premises, the Tenant
covenants to cause such liens to be
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removed by any legal means within thirty (30) days after written notice of such
lien is given and the failure of the Tenant to do so shall constitute a default
under the Lease.
5. The Tenant shall pay all bills for water, gas and electricity used
on the Premises or used by Tenant in connection therewith, together with any
other utility bills or services in connection with the Tenant's use of the
Premises. The Tenant shall promptly pay when due all state, county and city ad
valorem taxes assessed against the Premises during the term of the Lease
includ-ing taxes on all improvements made thereon by the Tenant. The Tenant
agrees to make an ad valorem tax return for the Premises beginning for calendar
year 1998 so that the tax xxxx will come directly to the Tenant and upon request
from the Landlord, provide Landlord with proof of prompt payment of all ad
valorem taxes due thereon by the due date thereof. The Landlord and Tenant agree
to prorate the ad valorem taxes applicable to the Premises for calendar year
1997 based on available information.
6. (A) During the term of this Lease, the Landlord shall not be liable
for any damage to property of the Tenant or of others, nor for the loss or
damage to any property of the Tenant by theft or otherwise. Landlord shall not
be liable for any injury or damage to persons or property resulting from fire,
explosion, falling plaster, steam, gas, electricity, rain, snow, leaks from any
part of the improvements on the Premises, or for any reason arising out of the
Tenant's occupancy and use of the Premises.
(B) During the term hereof, Tenant shall indemnify and save
harmless the Landlord from and against all liabilities, penalties, damages,
expenses and judgments by reason of any injury or claim of injury to person or
property, of any nature and howsoever caused, arising out of the use,
occupation and control of the Premises by Tenant at any time during the term
hereof, or any extension, including those resulting from any work in connection
with any alterations, changes or repairs by Tenant. The Tenant shall be liable
for and shall hold Landlord harmless in respect of damage or injury to Landlord,
the Premises and property or persons of the Landlord's other tenants or anyone
else, if due to act or neglect of the Tenant or anyone in the Tenant's control
or employ. Landlord shall promptly notify Tenant of any claim against Landlord
on account of any such injury or claimed injury to persons or property and shall
promptly deliver the Tenant the original or a true copy of the summons or any
other process, pleading or notice issued in any suit or other proceeding to
assert or enforce any such claim. Tenant shall defend at its own expense any
suit, with attorneys of its own selection, but Landlord shall have the right, if
it sees fit, to participate in such defense at its own expense During the term
of this Lease including any extensions of the term, the Tenant shall maintain in
full force and effect a policy of public liability and property damage insurance
on the Premises in which the limits of public liability coverage shall be not
less than $1,000,000.00 combined
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single-limit for personal injury and in which the limit of property damage
coverage shall be not less than $50,000.00. Such policy shall name the Landlord
and any person, firm or corporation designated by the Landlord as insured and
shall contain a clause specifying that the insurer will not cancel or change the
insurance without first giving Landlord ten (10) days prior written notice. Upon
request by Landlord, Tenant shall provide Landlord with proof of such insurance
at all times. The stating of the limits of the foregoing insurance shall not be
deemed to be a limitation of the Tenant's liability under the provisions of this
Section.
(C) Nothing contained in Sub-items (A) and (B) above shall require
the indemnification of the Landlord for loss or damage arising due to the
Landlord's misconduct or negligence.
7. The Tenant shall bear all risk of loss for damage or destruction to
the improvements now or hereafter constructed on the Premises and existing
thereon during the term of this Lease and (except as hereinafter provided in the
event the Tenant elects to terminate this Lease due to total destruction) the
Tenant shall promptly repair or replace all damage to or destruction of the
Premises. The Tenant shall have the benefit of the proceeds of the Property
Insurance (as hereinafter defined) in fulfilling its obligations hereunder. The
Landlord shall carry during the term of this Lease all-risk property insurance
(the "Property Insurance") covering fire and extended coverage, vandalism and
malicious mischief and all other perils of direct physical loss or damage
insuring the Premises and the improvements being erected by the Tenant for the
full replacement value thereof and also providing standard landlord's liability
insurance and loss of rental coverage for the benefit of the Landlord. The
Tenant shall pay upon demand the costs of such insurance during the term of this
Lease and upon the Tenant's request, the Landlord shall furnish the Tenant with
a certificate of Property Insurance. Upon the request of Tenant, Landlord shall
increase the amount of insurance carried on the Premises. The Landlord's
procuring of insurance shall not reduce the Tenant's responsibility for repair
or replacement for all damage or destruction of such improvements. If, during
the term of this Lease, the improvements to the Premises are totally destroyed,
as determined by any insurance carrier carrying insurance on the Premises or by
an architect, engineer, or adjuster of Tenant's choice, if the risk is not
insured, or the Premises are destroyed or are so damaged so as to substantially
impair Tenant's ability to use the Premises for their intended purpose and
cannot reasonably be repaired within 180 days following the casualty, then the
Tenant may terminate this Lease by written notice to Landlord within 120 days
following the casualty. If the Tenant elects to terminate this Lease, the Tenant
shall pay to the Landlord the replacement costs of the improvements less an
amount equal to the unamortized costs of Tenant's Additional Improvements. The
Tenant shall be entitled to proceeds of the Property Insurance to which the
Landlord is not entitled under the previous sentence as reimbursement for its
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Additional Improvements. Tenant's Additional Improvements ("TAI") shall mean all
improvements made by the Tenant to or upon the Premises so as to become a part
of the building other than the improvements required by paragraph 20 of this
Lease. The Tenant shall describe the TAI and certify their cost to the Landlord
in writing within 60 days after the installation, as they are installed from
time to time during the term of this Lease. The TAI shall be amortized over the
initial term of this Lease on a straight line basis calculated on the remaining
number of months in the initial Lease term. By way of illustration only, if TAI
are installed in the first year of the Lease, they would be amortized over 120
months; but, any TAI installed in the fifth year of this Lease would be
amortized over 60 months.
Upon the total destruction of the improvements, rent shall xxxxx as of
the date of the destruction and shall resume once the improvements are replaced,
a certificate of occupancy received, if required, and the Tenant has occupied
the Premises. The term of this Lease shall be extended for a period equal to the
period of rent abatement. If the Premises are partially destroyed, but Tenant
can continue to use the Premises, then the Rent shall xxxxx from the date of the
casualty or destruction in proportion to the number of square feet in the
Premises rendered unusable because of the destruction or damage. Such abatement
shall continue until the Premises are restored to their condition as of the
Completion Date and provided further, that the term of the Lease then in effect
shall be extended for a period equal to the period of rent abatement. Tenant
shall pay all taxes on the Premises during the period of replacement or
restoration. Any rent abatement provided for herein is contingent upon the
Landlord's receiving proceeds of "loss rents" coverage from the Property
Insurance on the Premises in an amount equal to the abated rent and therefore
there shall be no rent abated in excess of the proceeds received by Landlord.
8. If a part or the whole of the Premises be taken for any public or
quasi-public use, under any statute or by right of eminent domain, or private
purchase in lieu thereof, such as to render the Premises unsuitable for the
business of Tenant, then Landlord shall be entitled to receive the proceeds of
the condemnation or purchase insofar as the same relates to Landlord's interest
in the Premises, and this Lease shall terminate and Tenant shall be liable for
rent only up to the time of the taking. In the event of a partial taking which
is not extensive enough to render the Premises unsuitable for the intended uses
of Tenant, Landlord shall be entitled to receive the proceeds of the
condemnation or purchase insofar as the same relates to Landlord's interest in
the Premises, and Landlord shall make such repairs as may be reasonably
necessary to restore the Premises to a condition comparable to its condition at
the time of said condemnation, and the Lease shall continue in full force and
effect, but all rental shall xxxxx during the restoration period, and
thereafter, the rent on the Premises shall xxxxx in direct proportion to the
percentage of the Premises taken. The parties agree that if a portion of the
building which is shown as the hashed area on
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Exhibit "C-2, page 3" is taken by eminent domain that it shall constitute a
partial taking of the Premises, but that if the exercise of the power of eminent
domain takes any part of the building in excess of the hashed area shown on
Exhibit "C-2, page 3", then such taking shall constitute a complete taking of
the Premises.
Nothing contained herein shall be deemed or construed to prevent
Landlord or Tenant from enforcing and prosecuting in any condemnation
proceedings a claim for the value of Landlord's or Tenant's respective
interests.
9. If Tenant defaults in the Payment of rent when due, as provided for
herein, or in the performance of any of its other obligations under this Lease,
and fails to cure any such default within ten (10) days after notice from
Landlord of such default by certified mail to Tenant, or if Tenant shall file a
petition in bankruptcy or be declared insolvent according to law, or shall make
an assignment for the benefit of its creditors, then and in such case, Landlord
lawfully may immediately, or at any time thereafter, and without notice or
demand, enter into and upon the Premises, or any part thereof, and repossess the
same and expel Tenant and those claiming under Tenant and remove their effects,
forcibly if necessary, without being deemed to be guilty of any manner of
trespass, and thereupon, this Lease shall absolutely terminate, but without
prejudice to remedies which might otherwise be used by Landlord for arrears of
rent or any breach of covenants herein contained.
10. The Tenant shall have the option to renew this Lease for two (2)
successive five (5) year extension periods upon written notice to the Landlord
of Tenant's election to exercise its option to renew given at least sixty (60)
days preceding the expiration date of the then current term hereof. The Tenant
shall have the right to terminate this Lease after the first five (5) years of
the term upon ninety (90) days prior notice to the Landlord and the payment of a
termination payment equal to six (6) months rental at the then current rental
rate if the termination is in the sixth (6th) lease year. The termination
payments decrease by the amount of one month's rent for each succeeding lease
year with the termination payment being only one month's rental during the 10th
lease year. Further, during the option years, the Tenant may terminate the Lease
effective after six (6) months notice to the Landlord of the Tenant's desire to
terminate the Lease and the effective date thereof (without paying a termination
payment).
11. If Tenant remains in possession after the expiration of the term
hereof with Landlord's acquiescence and without any distinct agreement of the
parties, Tenant shall be a tenant at sufferance and there shall be no renewal of
this Lease by operation of law.
12. Any furniture or other equipment of Tenant which may be placed in
or upon, but not permanently attached to the Premises by
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Tenant is to remain its property and it is to have the right to remove the same
at any time prior to or upon vacating the Premises, provided that at the time of
removal, Tenant is not in default under the terms of this Lease, and further
provided that Tenant shall restore the condition of the Premises to as good a
state and condition as on the Completion Date, subject only to the exceptions
set forth in paragraph 11 hereinbefore. Notwithstanding anything to the contrary
contained in this Lease, the Tenant retains all of its interest and title in and
to its trade fixtures as provided at O.C.G.A. '44-7-12.
13. Only upon first obtaining the written consent of Land-lord, which
consent will not be delayed nor unreasonably withheld or conditioned, Tenant has
the right to assign this Lease for any unexpired term or any interest
thereunder, or to sublet the Premises or any part thereof, or to permit the use
of the Premises by any party other than Tenant and this Lease shall continue in
effect. Tenant shall be responsible for performance of the covenants of this
Lease notwithstanding any assignment or subletting.
14. Landlord covenants and warrants that if Tenant shall discharge the
obligations herein set forth, Tenant shall have and enjoy, during the term
hereof, quiet and undisturbed possession of the Premises. This Lease shall be
subject and subordinate, however to any existing or any renewal, modification,
consolidation, replacement and extension of any deed to secure debt now
conveying title to any portion or portions of the Premises, and deed to secure
debt hereafter executed that may convey all or any portion of the Premises, and
any subsequent renewal, modification, consol-idation, replacement and extension
of any such deed to secure debt. Although no instrument or act on the part of
Tenant shall be necessary to effectuate such subordination, the Tenant will,
nevertheless, execute and deliver such further instruments subordinating this
Lease to the security title of any such security deed or security deeds as may
be desired by the grantees thereof; provided however, Tenant shall not be
required to sign any such agreements that alter the terms of this Lease. The
Landlord shall require any Mortgagee or Grantee under a Deed to Secure Debt to
execute a Non-Disturbance Agreement in favor of Tenant and in form reasonably
satisfactory to Tenant. Landlord agrees that in the event of any foreclosure of
the mortgage or deed to secure debt, Tenant shall have the right to withold the
payment of any rentals due hereunder and to pay the same directly to the
Mortgagee or Trustee in satisfaction of said indebtedness.
15. The Tenant covenants that it will at all times during the term of
this Lease (after the Completion Date) keep the Premises occupied for the
purposes herein stated and the failure of the Tenant to comply with the
aforesaid covenant for a period of one hundred, twenty (120) days after written
notice of same shall be a default under this Lease, giving the Landlord the
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option to terminate same in accordance with the provisions hereof.
16. If Landlord or Tenant enforces this Lease by or through an attorney
at law, each agrees to reimburse the prevailing party for its reasonable actual
attorney's fees, court costs and litigation expenses.
17. INTENTIONALLY OMITTED.
18. As a condition of this Lease and the Tenant's obligations to pay
rents hereunder, by May 1, 1997, the Landlord must procure for the Tenant's
benefit the right and option to terminate the following leases effective as of a
date not later than thirty (30) days following the Tenant's commencement of
occupancy of the Premises (other than for improvement purposes):
(A) Lease Agreement with Xxxx Xxxxxx and Xxxxxx X. Xxxxxx,
III, as Trustee of the Hay/Peacock Trust for premises on Xxxxx Street per Lease
Agreement dated October 27, 1994, and amended June 8, 1995.
(B) Lease Agreement with Xxxx X. Xxxxxx and Xxxxx X. Xxxxxx as
Trustee for Xxxxx X. Xxxxxx incidental to premises on Xxxxxxxx Street per Lease
Agreement dated FEBRUARY 24, 1995 .
19. Tenant acknowledges that the floor covering on portions of the
Premises may contain asbestos. The Tenant may cover exist-ing floor covering;
however, in the event the Tenant elects to remove same, same must be removed in
compliance with all applicable governmental regulations concerning asbestos
materials.
20. (A) As mentioned at Section 4 of the Lease, the Tenant contemplates
development of plans for the major renovation of existing improvements on the
Premises. Within twelve (12) months of the date of this Lease, the Tenant shall
make improvements to the Premises as specified on Exhibit "C" attached hereto
and made a part hereof by reference or such other improvements shown on the
plans and specifications submitted by the Tenant to the Landlord for approval.
The Landlord shall not unreasonably withhold his approval of the Tenant's plans
for the improvements.
(B) The Tenant shall proceed in due course to make the required
and/or Landlord approved improvements at Tenant's expense, all of which shall be
conducted in a good and workmanshiplike manner and otherwise in accordance with
the terms and conditions of this Lease as to lien rights. Tenant agrees to
complete the improvements within twelve (12) months from the date of this Lease.
The completion of the improvements shall be evidenced by a certificate of
occupancy issued by the appropriate governmental agency, which date of issuance
of the certificate of occupancy shall be hereinafter called the "Completion
Date". The 12-month period to complete the improvements shall be extended on a
day-for-day basis for any delays which are not the fault or cause of the Tenant
including, but not limited to weather delays,
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permitting delays, the unavailability of materials or trained tradespeople,
delays in acquiring permits and inspections not the fault of the Tenant, delays
caused by any governmental or quasi-governmental entity. After accounting for
delay days, if the improvements are not substantially complete within 12 months
from the date of this Lease, then the Landlord shall be entitled to collect from
Tenant liquidated damages in the amount of $20.00 for every day that the
improvements remain incomplete. The Landlord shall not recover liquidated
damages for delay days.
21. CONTINGENCIES AND CONDITIONS OF TENANT'S OBLIGATIONS:
Landlord acknowledges that this Lease is contingent upon Tenant's
obtaining all regulatory approval that may be needed to enter into this Lease
and operate the business of the Tenant at the Premises, all necessary permits,
licenses, variances and approvals pertaining to the building, occupancy, signs,
curb cuts, driveways (including ingress and egress to public thoroughfares),
zoning, environmental controls, and any other governmental permits (collectively
the "Permits") which, in the sole judgment of the Tenant, are necessary to
permit it to make the contemplated improvements and operate its intended
business at the Premises. The obligations of Tenant hereunder shall be
conditioned upon all said Permits being validly and irrevocably granted on terms
and conditions and at a cost satisfactory to Tenant without qualification,
except such qualification as shall be acceptable to Tenant, and no longer
subject to appeal. Tenant agrees to promptly apply for and pursue the securing
of the requisite Permits. Landlord agrees to execute any applications or other
documents requested by Tenant in order to obtain any Permits. In the event any
of the aforesaid Permits have not been obtained within 45 days following the
date of this Lease or May 15, 1997, whichever occurs sooner (said period is
hereinafter referred to as the "Contingency Period), then by written notice to
the Landlord given before the expiration of the Contingency Period, Tenant may
terminate this Lease and both parties shall be relieved from any obligations
and/or liabilities hereunder. If no notice is given, then the foregoing
contingencies shall be satisfied. During the Contingency Period, the Tenant
shall pay rent, ad valorem taxes and insurance, and all payments made hereunder
by Tenant shall be retained by Landlord if this Lease is terminated by Tenant in
accordance with this provision. Landlord further agrees and acknowledges that
this Lease is contingent upon Tenant's inspection(s) of the Premises for
environmental conditions and hazards including, but not limited to Hazardous
Substances. If such inspection(s) indicates the existence, potential or
likelihood of any environmental condition, hazard or risk not acceptable to the
Tenant in the exercise of its sole and unfettered discretion, then the Tenant
may terminate this Lease during Contingency Period set forth above.
22. In the event the Commencement Date is earlier than on April 1,
1997, notwithstanding the earlier beginning date of this lease, the Tenant's
obligations to pay rents, ad valorem taxes and insurance shall not commence
until April 1, 1997.
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23. The Landlord shall have no liability or responsibility for changing
or altering the Premises to bring same into compliance with the Americans with
Disabilities Act and the regulations promulgated thereunder (hereinafter called
the "ADA"). Tenant assumes full responsibility for making changes in the
Premises to comply with ADA.
24. As used in this Section, "Hazardous Substance" shall mean any
substance that is toxic, ignitable, reactive or corrosive and is regulated by
any local government, the State of Georgia, or the United States of America.
"Hazardous Substance" includes any and all materials or substances that are
defined as a "hazardous substance" or requires special handling or disposal
pursuant to state, federal or local governmental law or regulation. "Hazardous
Substance" includes, but is not restricted to, asbestos, polychlorobiphenyls
("PCB's") and petroleum products.
Tenant covenants that during the period of its possession of the
Premises, Tenant, its agents, employees, contractors and invitees shall comply
with all federal, state and local Hazardous Substance laws, regulations and
ordinances that are applicable to Tenant's use of the Premises. Tenant agrees to
indemnify and hold Landlord harmless from any and all claims, damages, fines,
judgments, penalties, costs, liabilities or losses (including, without
limitation, any and all sums paid for settlement of claims, attorney's fees,
consultant and expert fees) arising during or after the lease term and as a
result of the failure or alleged failure of Tenant, its agents, employees,
contractors or invitees to comply with any federal, state or local hazardous
substances laws, regulations or ordinances. Without limitation of the foregoing,
this indemnification shall include any and all costs incurred due to any
investigation of the Premises or any cleanup, removal or restoration mandated by
a federal, state or local agency or political subdivision due to the failure or
alleged failure of Tenant, its agents, employees, contractors or invitees to
comply with any federal, state or local hazardous substances laws, regula-tions
or ordinances. With respect to any claim for environmental remediation or
liability for any environmental condition at, under, near, or about the
Premises, if any person, other than Tenant, has provided services, labor or
materials to the Premises or has been a tenant at the Premises or occupied the
Premises with the consent of the Landlord, and such person is a potentially
responsible person ("PRP"), then the Tenant's duty to indemnify the Landlord
hereunder shall extend only to the environmental condition caused by the Tenant,
its agents, employees, contractors or invitees. Tenant shall not indemnify
Landlord for costs, expenses or losses of any kind which are subject to
reimbursement from any insurance proceeds, governmental grant, or trust fund
such as the Georgia Underground Storage Tank Trust Fund.
25. Notwithstanding any other provision contained in this Lease, the
following provisions shall control:
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(A) In the event the Tenant or its successors or assigns shall
become insolvent, bankruptcy or make any assignment for the benefit of its
creditors or if it or its interests hereunder shall be levied upon or sold under
execution or other legal process, or in the event the banking facilities to be
operated on the Premises is closed or are taken over by the Georgia Commissioner
of Banking & Finance or other bank supervisory authority, the Landlord may
terminate this Lease, only with the concurrence of said state authority or other
supervisory authority and any such authority shall, in any event, have the
election to either continue or terminate this Lease, provided that in the event
this Lease is terminated, the maximum claim of Landlord for damages or indemnity
for injury resulting from the rejection or abandonment of the unexpired Lease
shall in no event be an amount exceeding the rent reserved by the Lease without
acceleration for the year next succeeding the date of surrender of the Premises
to the Landlord or the date of re-entry by the Landlord, whichever first occurs,
whether before or after the closing of the banking facilities plus an amount
equal to unpaid rent accrued without acceleration up to such date.
(B) Upon the Tenant's failure to pay an installment of rent
when due or if the Tenant shall fail to observe and perform any of the other
conditions, agreements or provisions of this Lease, it shall be lawful
thereupon, after Landlord shall have notified the Tenant, the Georgia
Commissioner of Banking and Finance, the Director of FDIC Division of Bank
Supervision, or the respective successor of either, and no one shall have
rectified such failure within one hundred twenty (120) days after giving of such
notice to it, for Landlord to re-enter and repossess the Premises, remove all
persons therefrom, and to take exclusive possession and remove all property
therefrom, and all rights of Tenant as a tenant shall immediately cease and
terminate. The failure on the part of the Landlord to re-enter or repossess the
Premises or to exercise any of its rights hereunder upon such default shall not
be deemed a waiver of any of the terms and conditions of this Lease and shall
not preclude the Landlord from the exercise of any other rights upon any
subsequent occurring default or defaults.
26. Whenever in this Lease it shall be required or permitted that
notice be given by either party to this Lease to the other, such notices shall
be given in writing in person or by United States certified mail, return receipt
requested, addressed to the addresses of the Landlord and Tenant, respectively,
as given in the preamble hereof. Addresses for notices may be changed from time
to time by either party by giving notice as above provided. Notices given
personally shall be effective upon delivery and notices given by mail in
accordance with the foregoing shall be effective as of the date of receipt by
the addressee as shown on the official postal receipt.
27. This Lease contains the entire agreement of the parties
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and no representations, inducements, promises or agreements, oral or otherwise,
between the parties not embodied herein, shall be of any force of effect. Time
is of the essence of this Agreement. No failure of Landlord to exercise any
power given Landlord hereunder or to insist upon strict compliance by Tenant
with Tenant's obligations hereunder, and no custom or practice of the parties
at variance with the terms thereof shall constitute a waiver of Landlord's
right to demand exact compliance with the terms hereof. The provisions of this
Lease shall be construed in accordance with the laws of the State of Georgia.
END OF PAGE-CONTINUED ON NEXT PAGE
12
IN WITNESS WHEREOF, the parties hereto have hereunto duly executed this
Lease in duplicate, as of the day and year first above written.
TENANT: LANDLORD:
MAIN STREET BANK
By /S/ XXX X. XXXXX /S/ XXXXXX X. XXXXXX III (SEAL)
---------------------- ------------------------------
Title: Exec.Vice Pres. XXXXXX X. XXXXXX, III
Attest: /S/ XXXXX X. XXXXXXX
--------------------
Title: Assist. Vice Pres.
(Bank Seal)
13
EXHIBIT "A"
ATTACHMENT TO LEASE AGREEMENT BY AND BETWEEN
XXXXXX X. XXXXXX, III ("LANDLORD") AND MAIN STREET BANK ("TENANT")
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Anything contained in the Lease Agreement between Landlord and Tenant
to which this Exhibit is attached to the contrary notwith-standing, the Landlord
does hereby reserve the right (but shall not be obligated) to develop a portion
of the parking lot that is a portion of the Premises that will have an area that
is 50 feet wide East to West and 100 feet wide North to South along the
easternmost boundary of the Premises (with the eastern boundary of the reserved
area being the eastern boundary of the Premises) at a location (northern and
southern boundaries) that is mutually agreeable to the Landlord and Tenant so as
not to unduly obstruct access to the Premises or block the view of the building
on the Premises from Xxxxx Street. The reserved area for the Landlord is
hereinafter called the "Landlord's Reserved Area". The Landlord shall have the
right to build a building on the Landlord's Reserved Area not to exceed 5,000
square feet of gross building area for uses compatible with the Tenant's
occupancy of the building on the Premises and the right for the employees and
invitees of the occupants of any building constructed on the Landlord's Reserved
Area to use the parking lot on the Premises in common with the Tenant. The
Landlord shall not be entitled to build any improvements on the Landlord's
Reserved Area unless such improvements meet all building and code regulations
including compliance with parking ratios. The Tenant shall be assigned so many
of the existing parking spaces on the Premises as are required to meet the
minimum parking ratios for the Tenant's use of the building on the Premises at
the time Landlord begins construction of a building on the Landlord's Reserved
Area. The Tenant may use Landlord's Reserved Area for parking until Landlord
elects to improve same.
EXHIBIT "B"
ATTACHMENT TO LEASE AGREEMENT BY AND BETWEEN
XXXXXX X. XXXXXX, III ("LANDLORD") AND MAIN STREET BANK ("TENANT")
--------------------------------------------------------------------------------
The rental rates applicable under the Lease to which this Exhibit is
attached are as follow:
Approximate Rental
per Square Foot
Year Total Rent Per Year (based on 22,300 sq.ft.)
---- ------------------- ------------------------
1 $39,800.00 $1.78
2 $52,629.50 $2.36
3 $65,525.62 $2.9384
4 $77,445.11 $3.47
5 $81,317.37 $3.6465
6 $85,383.24 $3.8288
7 $89,652.40 $4.0203
8 $94,135.02 $4.2213
9 $98,841.77 $4.4324
10 $103,783.86 $4.6540
In the event options are exercised, the rental rate for the eleventh
(11th) through the fifteenth (15th) years and sixteenth (16th) through the
twentieth (20th) years will begin at the rate hereinafter specified and
thereafter escalate at the rate of 8.5% per year over the previous year. This
will result in rental rates for respective years indicated as hereinafter
provided with the interim unstated years being calculated by applying an 8.5%
increase to the previous year's rent:
11 $112,604.16 $5.0495
15 $156,044.25 $6.9975
20 $234,618.30 $10.5210
EXHIBIT "C"
ATTACHMENT TO LEASE AGREEMENT BY AND BETWEEN
XXXXXX X. XXXXXX, III ("LANDLORD") AND MAIN STREET BANK ("TENANT")
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While the Tenant may make any improvements, repairs or alterations to
the building on the Premises that the Tenant may desire with the prior approval
of the Landlord, the Tenant shall be required to make, within twelve (12) months
of the commencement date of the Lease, the following repairs or improvements to
the building and Premises:
1. Extend the existing loading dock to the northern end (rear) of the
building to a maximum width of 24 feet and install a chain-link fence along the
rear property line (with a miter out at the northeastern corner of the property)
to the point that is just beyond the existing western side of the loading dock,
generally as outlined in the September 10, 1996, letter from Xxxxxxxxxx &
Xxxxxxx, attorneys, to Xxx Xxxxxx of the City of Xxxxxxxxx, copy of which is
attached hereto as Exhibit "C-1" attached hereto and made a part hereof by
reference.
2. Make the repairs, improvements and renovations to the building as
outlined in Xxx Xxxxxxx'x 11/21/96 memo to Landlord, copy of which is attached
hereto as Exhibit "C-2" and made a part hereof by reference. Tenant may change
the actual area improved as outlined in the foregoing memorandum as along as the
extent of the improvements made and the total area improved by the Tenant in the
first twelve (12) months is as extensive as outlined on Exhibit "C-2".
