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EXHIBIT 10.10
LEASE AGREEMENT
THIS LEASE AGREEMENT (the "Lease"), is made and entered into this 4th
day of February, 2000, by and between THE SUMMIT NATIONAL BANK, a wholly-owned
subsidiary of SUMMIT BANK CORPORATION, a Georgia corporation (hereinafter called
"Tenant"), and THREE RIVERS LAND DEVELOPMENT, L.L.C., a Georgia limited
liability company (hereinafter called "Landlord")
WITNESSETH:
WHEREAS, Landlord is the owner of certain real property located in Land
Lots 274 and 283 of the 6th District of Gwinnett County, Georgia, and reflected
on that certain survey dated January 7, 2000, prepared by Xxxxxxxxx & Xxxxx,
Inc. (Project No. HADS9001) on behalf of Landlord, and commonly known as 0000
Xxxxxxx Xxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx Xxxxxx, Xxxxxxx (the "Property"); and
WHEREAS, Landlord desires to lease to Tenant and Tenant desires to
lease from Landlord the portion of the Property cross-hatched or otherwise
specified on Exhibit "A" (the "Leased Property" or the "Premises") upon the
terms and conditions hereinafter provided.
NOW, THEREFORE, in consideration of the covenants and provisions
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties do hereby agree as
follows:
1. Purchase Agreement. This Lease Agreement is contingent upon the
Landlord's acquisition of the Property from Tenant, pursuant to the terms of a
certain Purchase and Sale Agreement of even date herewith. In the event Landlord
fails to acquire the Property, regardless of the reason therefor, neither party
shall have any obligations hereunder, and this Lease Agreement shall be null and
void.
2. Premises. Landlord, for and in consideration of the rents,
covenants, agreements, and stipulations hereinafter mentioned, reserved and
contained, to be paid, kept and performed by Tenant, has leased and rented, and
by these presents does lease and rent, unto Tenant, and Tenant hereby agrees to
lease and take upon the terms and conditions which hereinafter appear, the
Premises, together with the nonexclusive right to use the entranceways,
exitways, driveways, and designated parking spaces, located from time to time on
the Property, subject to such reasonable rules and regulations as Landlord shall
adopt. It is acknowledged that the Premises shall consist of approximately 2,500
rentable square feet on the first floor of the building, and such reasonable
space on the second floor thereof necessary to provide Seller with men's and
women's restrooms, a break room, a conference room, and a storage area. Landlord
and Tenant stipulate and agree that the rentable square footage specified in the
preceding sentence is merely an estimate, and that the size of the
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actual Premises shall be determined upon completion of the Plans (as defined in
the Work Letter attached as Exhibit "B" hereto).
3. Term. The initial term of this Lease and Tenant's obligation to pay
rent hereunder (subject to the provisions of Section 4(d)) shall commence on
February 4, 2000 (the "Commencement Date"), and shall continue for a period of
five (5) Lease Years, unless sooner terminated as hereinafter provided.
Notwithstanding the foregoing, Tenant may terminate this Lease at any time upon
one hundred eighty (180) days notice to Landlord.
If the Premises are not substantially completed on or prior to the Commencement
Date for any reason other than an omission, delay, or default caused by Tenant,
the Commencement Date shall be extended, and Base Monthly Rent shall xxxxx until
the initial Tenant improvements (as referenced in Section 18(a)) are
substantially complete and Landlord can deliver possession, and Tenant hereby
accepts such abatement in full settlement of any and all claims Tenant may have
against Landlord arising from Landlord's inability to deliver possession on such
date. Promptly after the Commencement Date, Landlord shall send to Tenant a
Confirmation Notice in the form of Exhibit "C" attached hereto and by this
reference made a part hereof, specifying the Commencement Date, the date of
expiration of the initial lease Term established in accordance herewith and
certain other matters Landlord may deem appropriate.
For purposes of this Lease, the term "Lease Year" shall mean the twelve (12)
full calendar months commencing on the first (1st) day of the month immediately
following the month in which the Commencement Date of this Lease occurs, unless
the Commencement Date of this Lease is the first (1st) day of the month, in
which event the first (1st) Lease Year shall commence on such Commencement Date
and each subsequent Lease Year shall commence on the anniversary of such
Commencement Date. If the Commencement Date of this Lease is other than the
first (1st) day of a calendar month, the period immediately following the
Commencement Date through the end of the month in which the Commencement Date
occurs shall be deemed to be, and referred to as, the "First Partial Month." If
the term of this Lease begins other than on the first (1st) day of a calendar
month, then the prorated Base Monthly Rent for such month shall be payable on
the Commencement Date of the term. Tenant shall deliver all rental payments to
Landlord at the address specified in Section 29 of this Lease.
4. Rental.
(a) During the term of this Lease, including any extensions or
renewals hereof, Tenant agrees to pay to Landlord, without demand, deduction or
set-off (except as expressly permitted herein), a base annual rental payable in
monthly installments ("Base Monthly Rent") as hereinafter provided. The Base
Monthly Rent shall be payable in advance
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on the first (1st) day of each and every month during the term of this Lease. If
this Lease shall be in effect for less than all of a particular calendar month,
the Base Monthly Rent for such month shall be prorated on a daily basis.
(b) The Base Monthly Rent for each month during the Term shall
be Two Thousand Eighty Three and 33/100 Dollars ($2,083.33).
(c) If any monthly installment of Base Monthly Rent is not
paid on or before the fifth (5th) day of the month for which such Base Monthly
Rent is due, Tenant shall pay Landlord a late charge equal to five (5%) percent
of such delinquent Base Monthly Rent. The parties acknowledge that Landlord's
actual damages in the event of Tenant's failure to timely pay Base Monthly Rent
will be difficult or impossible to ascertain, and that the aforesaid late
charges represent a reasonable pre-estimate of the probable loss to Landlord as
a result of such delinquency. The aforesaid late charge is not intended as a
penalty, but as liquidated damages in accordance with O.C.G.A. Section 13-6-7 in
the event of Tenant's failure to timely pay Base Monthly Rent. Nothing in this
Paragraph 4 shall be deemed to permit the payment of rental by Tenant after its
due date; and notwithstanding the late charges provided herein, if Tenant shall
fail to pay any monthly installment of Base Monthly Rent when due, Landlord
shall have all rights and remedies provided in this Lease with respect to
Tenant's failure to pay rent, including but not limited to those rights and
remedies set forth in Paragraphs 19 and 20 of this Lease.
(d) Notwithstanding anything to the contrary contained herein,
Tenant's obligation to pay Base Monthly Rent as set forth in this Section 4,
shall commence upon substantial completion of the initial tenant improvements
described in Section 18(a). Notwithstanding the foregoing, or any other contrary
provision in this Lease, in the event Landlord shall elect not to commence
construction of the initial tenant improvements, Tenant's obligation to pay Base
Monthly Rent shall commence immediately upon the delivery of notice of same to
Tenant.
5. Taxes.
(a) During the term of this Lease, including any extensions or
renewals hereof, Landlord covenants and agrees to pay and discharge as they
become due all real estate ad valorem taxes, assessments and all governmental
charges of any nature levied, assessed or imposed by any governmental authority
on the Property or any part thereof, during the term hereof, including, without
limiting the foregoing, real estate taxes, sanitary sewer taxes and special
assessments assessed by any governmental authority against the Property.
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(b) During the term of this Lease, including any extensions or
renewals hereof, Tenant covenants and agrees to pay and discharge as they become
due all personal property ad valorem taxes with respect to Tenant's inventory,
equipment, furniture and other personalty within the Premises owned or used by
Tenant on the Premises. If Tenant shall fail to pay same, Landlord shall have
the right, but not the obligation, to pay same, and the amount of such payments
shall be paid by Tenant to Landlord in addition to the Base Monthly Rent next
due under Paragraph 4; and upon non-payment thereof, Landlord shall have the
same rights and remedies as otherwise provided in this Lease for failure of
Tenant to pay rent.
(c) If any governmental authority imposes upon Landlord,
pursuant to statute, ordinance, regulation, order or otherwise, a tax, levy,
assessment or other imposition based upon the gross rentals received by Landlord
under the terms of this Lease, Tenant shall, without prior demand, pay to
Landlord the amount thereof at the time or times the same may fall due with
respect to the term of this Lease. The tax, levy, assessment or imposition to
which reference is hereinabove made shall include sales, excise or similar
taxes, but shall not include any net income, franchise, capital stock, estate or
inheritance taxes imposed upon Landlord. These sums shall be paid in addition to
the rent reserved under Paragraph 4, all of said charges provided to be paid by
Tenant hereunder shall constitute additional rent, and upon any non-payment
thereof Landlord shall have the same rights and remedies as otherwise provided
in this Lease for failure of Tenant to pay rent.
6. Use of Premises. Tenant agrees to use the Premises for a bank
branch, and such additional uses as are incidental thereto. Tenant shall be
solely responsible for obtaining all business licenses applicable to its use of
the Premises. The Premises shall not be used for any illegal purpose, nor in any
manner to create any nuisance or trespass.
7. Use Restrictions. Neither the Premises, nor any portion of the
Property shall be used for any illegal purpose, nor in any manner to create any
nuisance (including a nuisance to other tenants of the Property) or trespass.
Notwithstanding the foregoing, Tenant shall not use the Premises for any one or
more of the following purposes:
(a) for the conduct of a business operation known to the trade
as a schlock store or low end store, or for a business operation which regularly
or with significant frequency sells merchandise of the types or qualities now
commonly known as "bankruptcy", "fire sale" or "fire damaged"; or
(b) for any purpose or business which is noxious or
unreasonably offensive because of emission of noise, smoke, dust or odors; or
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(c) for a bar business which serves alcoholic beverages for on
premises consumption but does not also serve food to customers; or
(d) for any "amusement operation", so-called, which term shall
mean and include any activity consisting wholly or in substantial part of the
furnishing of entertainment or amusement facilities, whether or not as a
business or as a part of an aspect of a business, including, without limitation,
"xxxxx arcades", so-called, amusement games or devices (electronic, video or
otherwise) and "discos", so-called; or
(e) for any business using a substantial amount of outdoor
space in its regular operations, such as lumber yards, boat sales yards and the
like.
Landlord covenants that the foregoing Use Restrictions shall be included in any
lease between Landlord and any other tenant of the Property, and hereby grants
to Tenant the authority to enforce directly the foregoing Use Restrictions
against any other tenant of the Property.
8. Maintenance and Repairs.
(a) Premises. During the term of this Lease including any
extensions or renewals thereof, Tenant agrees to maintain and keep the Premises
in good condition, order and repair, reasonable wear and tear excepted;
provided, however, upon the first renewal of this Lease, Landlord shall provide
Tenant with a reasonable allowance for carpet replacement and repainting the
Premises, and upon each other renewal, Landlord shall provide Tenant with a
reasonable allowance for carpet replacement only. Tenant shall be responsible
for only items of ordinary maintenance, including garbage removal and janitorial
services to the Premises. Landlord shall be responsible for the repair and
replacement of any portion of the electrical, HVAC, or plumbing systems serving
the Premises.
(b) Common Area Maintenance and Repairs. Except as otherwise
provided herein, during the term of this Lease including any extensions or
renewals thereof, Landlord shall maintain the Property, including, but not
limited to, the parking lot, walks, driveways, lawn, landscaping and grounds of
the Property in good condition, order and repair. In addition to the foregoing,
Landlord shall maintain the exterior of the building located upon the Property
in good condition and in an attractive appearance. Landlord shall keep and
maintain in good repair and working order and make repairs to and perform
maintenance upon: (1) structural elements of the building located upon the
Property; (ii) mechanical (including HVAC, electrical, plumbing and fire/life
safety systems serving the building in general; and (iii) the roof of the
building. Landlord shall promptly make repairs (considering the nature and
urgency of the repair) for which Landlord is responsible.
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(c) Reimbursement. To the extent maintenance or repair is not
covered by payments under contracts of insurance of the party responsible
pursuant to this Section 8, and is necessitated by breach of this Lease, gross
negligence, or willful acts by the other party or its agents, contractors,
employees, invitees, licensees, or assigns (together "that other party"), then
the cost shall be borne by that other party, and shall be reimbursed upon
demand. If that other party is Tenant, such cost shall be deemed Base Monthly
Rent hereunder. For purposes of this Section 8(c), the phrase "contracts of
insurance" shall include (in addition to existing policies of insurance), such
policies of insurance as are required hereunder, even if such required policies
were not obtained by the party responsible therefor.
9. Utilities. Tenant shall pay all costs and expenses for separately
metered telephone, electricity, gas, water, sewer and other utility services
provided to the Premises; provided, however, it is the intent of the parties
that such costs and expenses shall be limited to utility usage charges, and
Landlord shall pay all costs and expenses related to the installation of
separate utility metering devices as part of the initial Tenant improvements
contemplated by the provisions of Section 18(a). Tenant shall promptly pay all
bills for such utilities and services as and when they become due and payable
and shall not permit any liens to be placed on the Premises or any other portion
of the Property by reason of Tenant's failure to pay such bills. Tenant shall
indemnify and hold Landlord harmless from and against any loss, liability or
damage that Landlord may suffer or incur by reason of Tenant's failure to timely
pay any such bills. If Tenant shall fail to pay any such bills, Landlord shall
have the right, but not the obligation, to pay same, and the amount of such
payments shall be paid by Tenant to Landlord in addition to the Base Monthly
Rent next due under Paragraph 4; and upon non-payment thereof, Landlord shall
have the same rights and remedies as otherwise provided in this Lease for
failure of Tenant to pay rent.
10. Insurance.
(a) Fire and Extended Coverage. At its expense, Landlord
shall, at all times during the term of this Lease, including any extensions or
renewals hereof, keep the Property insured against loss or damage by fire and
the extended coverage hazards ("all risk"), such as vandalism and malicious
mischief, for the full replacement value of the building and any other
improvements located upon the Property. All proceeds of such casualty insurance
shall be paid to Landlord.
(b) Tenant's Personal Property Coverage. Tenant shall obtain
and pay for any insurance it desires with respect to its personal property
located within the Premises. All such policies shall contain endorsements
waiving the insurer's rights of subrogation against Landlord for any reason
whatsoever.
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(c) Public Liability. In addition to any liability
insurance maintained by Landlord (at Landlord's expense), Tenant shall maintain
in effect throughout the term of this Lease, including any extensions or
renewals hereof, at Tenant's sole expense, comprehensive general liability
insurance including personal liability coverage insurance covening the Premises
and its appurtenances and the sidewalks, if any, fronting thereon, stipulating a
combined single limit of liability of not less than One Million Dollars
($1,000,000). Such insurance shall specifically insure Tenant against all
liability assumed by it hereunder, as well as liability imposed by law, and
shall name Landlord as an additional insured so as to create the same liability
on the part of the insurer as though separate policies had been written for
Landlord and Tenant. All such policies shall contain endorsements waiving the
insurer's rights of subrogation against Landlord for any reason whatsoever.
Landlord covenants that the foregoing liability insurance requirements shall be
included in any lease between Landlord and any other tenant of the Property.
(d) Worker's Compensation. Tenant shall maintain in
effect throughout the term of this Lease, at Tenant's sole expense, worker's
compensation insurance with at least statutory limits.
(e) Blanket Insurance. Notwithstanding anything to the
contrary contained in this Paragraph 10, Tenant's obligations to carry the
insurance provided for herein may be bought with the coverage of a blanket
policy or policies of insurance carried and maintained by Tenant; provided,
however, that the coverage afforded Landlord will not be reduced or diminished
or otherwise be different from that which would exist under a separate policy
meeting all other requirements of this Lease by reason of the use of such
blanket policy of insurance.
All insurance policies procured and maintained by Tenant pursuant to this
Section 10 shall name Landlord and any additional parties reasonably designated
by Landlord as additional insureds, shall be carried with companies licensed to
do business in Georgia having a rating from Best's Insurance Reports of not less
than A-/X, and shall be non-cancelable and not subject to material change except
after thirty (30) days' written notice to Landlord. Such policies or duly
executed certificates of insurance with respect thereto, accompanied by proof of
payment of the premium therefor, shall be delivered to Landlord prior to the
Rent Commencement Date, and renewals of such policies shall be delivered to
Landlord at least thirty (30) days prior to the expiration of each respective
policy term.
11. Waiver of Subrogation.
(a) Landlord and Tenant shall each have included in all
policies of fire, extended coverage, business interruption and loss of
rents insurance respectively obtained by them covering the Premises,
the Property and contents therein, a waiver by the insurer of all
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right of subrogation against the other in connection with any loss or damage
thereby insured against. Any additional premium for such waiver shall be paid by
the primary insured.
(b) Landlord and Tenant agree to look to their respective
insurance coverage for recovery of any insured loss or damage to the Premises or
the Property. Landlord and Tenant each waive all right of recovery against the
other for, and agrees to release the other from liability for, loss or damage to
the extent such loss or damage is covered by valid and collectible insurance in
effect at the time of such loss or damage or would be covered by the insurance
required to be maintained under this Lease by the party seeking recovery, even
if such loss or damage shall have been caused by the fault or negligence of the
other party, or anyone for whom such party may be responsible.
12. Casualty. In the event the Premises is damaged or destroyed in
whole or in part by storm, fire, lightning, earthquake or other casualty, and
provided Tenant shall not have caused or contributed to such casualty, there
shall be an equitable abatement of the Base Monthly Rent due hereunder and
Landlord shall promptly repair or restore the Premises at Landlord's sole cost
and expense, less insurance proceeds received in connection with such loss
(whether received by Landlord or Tenant), to substantially the same condition as
before the damage (exclusive of any tenant improvements, the cost of which shall
be paid by Tenant). Notwithstanding anything to the contrary provided in this
Paragraph 12, if the Premises is damaged by fire or other casualty to the extent
of more than fifty (50%) percent of the replacement cost thereof or during the
last Lease Year of the current term hereof, then, Landlord may terminate this
Lease upon notice to Tenant within thirty (30) days of such casualty. All
repairs and restorations shall be made in a good and workmanlike manner and
shall be paid for by Landlord. In the event the insurance proceeds received in
connection with such loss are insufficient to restore or repair the Property,
and Tenant is unwilling to contribute such funds as may be necessary to repair
or restore the Property, Landlord may terminate this Lease, which termination
shall be effective as of the date of such casualty,
13. Condemnation. If all of the Premises shall be condemned or taken by
any legally constituted authority for any public use or purpose, then this Lease
shall terminate on the date on which possession thereof is taken by the
condemning authority as though such date had been fixed for the expiration of
the term hereof. If the Property shall be condemned or taken by any legally
constituted authority for any public use or purpose in such material part as
will make the Premises substantially unusable by Tenant for the continued
operation of Tenant's business, then, at the option of Landlord or Tenant, this
Lease shall terminate upon the date on which possession thereof is taken by the
condemning authority as though such date had been fixed for the expiration of
the term hereof, provided, however, that the parties agree that a condemnation
or taking of five (5%) percent or less of the Premises shall not be deemed a
material condemnation or taking enabling Landlord or Tenant to terminate this
Lease pursuant to this Paragraph 13. In the event any portion of the Premises is
taken, and this
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Lease is not terminated pursuant to this Paragraph 13, there shall be an
equitable abatement of the rentals due hereunder, based on the remaining portion
of the Premises, and Landlord shall, at its sole cost and expense, promptly
commence and diligently complete the repair and restoration of the Property so
that upon completion, the Property will constitute a complete architectural unit
with an appearance, character and commercial value as nearly as possible equal
to the value of the Property immediately prior to the taking. In the event of
any such condemnation or taking, the entire award or compensation attributable
to the taking, of the Property, including without limitation, the leasehold
interest with respect to the Premises and all improvements located thereon,
shall be paid to and belong to Landlord. Nothing herein shall be construed to
prevent Tenant from seeking an award directly from the condemning authority for
the value of Tenant's loss of business, removable trade fixtures, and moving
expenses, provided such claim does not reduce the award otherwise payable to
Landlord. In no event shall Tenant seek any award or compensation based on the
value of this Lease or its leasehold interest in the Premises and Tenant assigns
all such claims irrevocably to Landlord.
14. Indemnity.
(a) Except to the extent a claim is caused by Landlord's
negligence, and subject to the provisions of Section 11, Tenant shall indemnify
and hold Landlord harmless from and against any and all liabilities, claims,
damages or demands, including but not limited to those for any death or personal
injury or damage to property, in any way arising out of or in connection with
the condition, use or occupancy of the Premises or any other portion of the
Property (but only to the extent same arises out of the activities of Tenant,
its agents, employees, contractors, licensees or invitees), and from all costs
and expenses including but not limited to reasonable investigation and
attorneys' fees, incurred by Landlord in connection therewith
(b) Tenant hereby covenants and agrees that at all times
during the term of this Lease, including any extensions or renewals hereof,
Tenant shall comply with all applicable federal, state, local or other
environmental laws, standards, rules, regulations, or court or administrative
orders regulating Tenant's occupation and/or operation and/or use of the
Premises or any other portion of the Property including, but not limited to the
Resource Conservation & Recovery Act (a/k/a The Solid Waste Disposal Act), 42
U.S.C. 6901, et. seq., and the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. 9601, et. seq. Tenant hereby agrees to
indemnify and hold Landlord and the Property harmless from any and all
liabilities, obligations, charges, losses, damages, penalties, claims, demands,
actions, suits, judgments, costs, expenses and disbursements (including, without
limitation, engineers' fees, soil testing and chemical analysis costs and
reasonable investigation and attorney's fees) of any nature or type, imposed on
or incurred by Landlord or the Property or asserted against Landlord or the
Property by any other party or parties
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(including, without limitation, any governmental entity) arising, out of or
resulting from or relating to any violation of the foregoing environmental laws.
(c) Except to the extent a claim is caused by Tenant's
negligence, and subject to the provisions of Section 11, Landlord shall
indemnify and hold Tenant harmless from and against any and all liabilities,
claims, damages or demands, including but not limited to those for any death or
personal injury or damage to property, in any way arising out of or in
connection with the condition, or its use, of the Property (but only to the
extent same arises out of the activities of Landlord, its agents, employees,
contractors, licensees or invitees), and from all costs and expenses including
but not limited to reasonable investigation and attorneys' fees, incurred by
Tenant in connection therewith.
(d) The provisions of this Paragraph 14 shall survive the
expiration or sooner termination of this Lease for any reason whatsoever, and
shall apply whether or not the same should be covered adequately by any
insurance.
15. Governmental Orders and Regulations. (a) To the extent same
specifically apply to Tenant's use or occupancy of the Premises, Tenant shall,
at its sole cost and expense, comply with all applicable rules, regulations,
ordinances and requirements of governmental authorities and decrees of courts
requiring any action, where such rules, regulations, ordinances, requirements,
orders or decrees are applicable to or result from the manner in which Tenant
uses and occupies the Premises.
(b) Tenant shall not do or permit to be done in the
Premises, or bring or keep anything therein, which shall in any way increase the
rate of fire insurance on the Property or on the property kept therein, or
conflict with the laws relating to fires, or with the regulations of the local
fire department, or any part thereof, or conflict with any of the rules and
ordinances of the local board of health or similar authority. Landlord covenants
that the provisions of this Section 15(b) shall be included in any lease between
Landlord and any other tenant of the Property.
16. Assignment and Subletting. (a) Tenant shall not, without the prior
written consent of Landlord, which consent shall not be unreasonably withheld,
(1) assign this Lease, or any interest herein, or (ii) sublet the Premises, or
any portion thereof, or (iii) permit the use of the Premises by any party other
than Tenant, or (iv) mortgage, pledge or hypothecate this Lease or (v) otherwise
transfer any interest in this Lease or the Premises by operation of law or
otherwise. Consent to any assignment or sublease shall not destroy this
provision, and all later assignments or subleases shall be made likewise only
upon the prior written consent of Landlord. Any assignee or sublessee of Tenant,
at the option of Landlord, shall become
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directly liable to Landlord for all obligations of Tenant hereunder, but no
sublease or assignment by Tenant shall relieve Tenant of any liability to
Landlord hereunder. Any such transfer without Landlord's consent shall be null
and void. Notwithstanding the foregoing, Tenant may assign this Lease to a
related entity, without Landlord's consent, for safety and soundness reasons, if
so suggested in writing by a governmental bank regulatory authority or agency
having jurisdiction over Tenant's operations; provided such assignment (A) is to
an entity, the majority ownership of which is common to that of the Tenant, (B)
will not have the effect of altering or otherwise changing the operations
conducted upon the Premises, which operations shall remain those of Tenant, and
(C) is not undertaken in connection with any of the events described in Section
16(b). Tenant acknowledges and represents it will exercise its rights under the
foregoing sentence in good faith, acknowledging that the Base Monthly Rent
reserved hereunder is below fair market value, and that due to the nature of
this transaction, the possibility exists for exercising such assignment rights
to the detriment of Landlord. Promptly upon any assignment for which Landlord's
consent shall not be necessary, Tenant shall notify Landlord of such assignment.
(b) Notwithstanding the foregoing, in the event (i)
Tenant shall merge with another bank or other financial institution, or (ii)
transfer to another bank or financial institution all or substantially all of
its assets or properties, and as a result of any of the foregoing transactions
there shall be a change in the identity of the Tenant, the provisions regarding
Base Monthly Rent in Section 4(b) shall be deleted, and the following
substituted in lieu thereof. As a result of such change, Base Monthly Rent shall
be calculated as if the following provisions had been effective from the
Commencement Date:
- Base Monthly Rent for each month during the First Lease Year
of the Term shall be Three Thousand One Hundred Twenty Five
and No/100 Dollars ($3,125.00).
- The Base Monthly Rent which is payable by Tenant each month
commencing upon the Second Lease Year, and adjusted annually
thereafter, will be that amount which is equal to the product
of the Base Monthly Rent payable during the last month of the
preceding Lease Year multiplied by a fraction, the numerator
of which is the Consumer Price Index for the month which is
three months prior to the last month of the preceding Lease
Year and the denominator of which is the Consumer Price Index
for the month which is three months prior to the first month
of the preceding Lease Year. "Consumer Price Index" shall mean
the "Consumer Price Index for All Urban Consumers, All Items
Index Base Year 1982 - 1984 =100," unless otherwise noted, as
published by the Bureau of Labor Statistics, United States
Department of Labor, (U.S. City Average), or, if such Index
is discontinued, the most nearly comparable Index published by
the Bureau of Labor Statistics or other official agency of the
United States
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Government. Notwithstanding the foregoing, no single
adjustment in Base Monthly Rent shall exceed five percent
(5%).
- In the event (a) the publication frequency of the Consumer
Price Index is changed so that no Consumer Price Index is
available for a date specified in this Lease, or (b) no
Consumer Price Index is currently published for a date
specified in this Lease, the parties shall use the Consumer
Price Index in effect for the date closest to the anniversary
date of each Lease Year, and which will allow any rent
adjustment to be calculated prior to and effective as of the
anniversary date for such Lease Year.
17. Removal of Tenant's Personal Property. Provided Tenant is not in
default hereunder, Tenant may, upon the expiration of the term hereof, remove
from the Premises Tenant's readily movable and unattached personalty. Such
property of Tenant which Tenant fails to remove from the Premises by the
expiration of this Lease shall be considered to have been abandoned by Tenant
and may be retained or disposed of by Landlord in any manner whatsoever without
accounting to Tenant for the same or being liable in any way to Tenant or any
other person or entity for such disposition. Tenant shall repair any and all
damages to the Premises caused by Tenant's removal of such personalty from the
Premises.
18. Initial Tenant Improvements; Alterations.
(a) All initial Tenant improvements to the Premises shall
be completed at Landlord's expense in accordance with plans and specifications
prepared jointly by Landlord and Tenant. To the extent such plans and
specifications have not been prepared or approved prior to the execution of this
Lease, Landlord and Tenant shall in good faith cooperate in the preparation and
approval of same; and upon completion and approval of same, the plans and
specifications shall be deemed to be an Exhibit hereto. The parties acknowledge
that the Property is presently owned and occupied by Tenant, and that this Lease
Agreement is executed in conjunction with sale of the Property to Landlord. It
is the intent of the parties that the building existing upon the Property shall
be subdivided, and the Landlord shall retrofit said building to provide that the
Premises shall be harmonious with the existing architectural design and finishes
presently existing within the building. Notwithstanding anything to the contrary
contained herein, Tenant's obligation to pay Rent as set forth in Section 4
hereof, shall commence upon substantial completion of this initial tenant
improvements. With the exception of the rent abatement provided in this Section,
Landlord shall not be liable to Tenant for any interruption in Tenant's business
during the period of construction of the initial Tenant improvements, or for any
delay in completion of same.
(b) Tenant shall make no alterations, additions or
improvements to the configuration or location of the improvements located on the
Property without Landlord's
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prior written consent, which consent shall not be unreasonably withheld. Tenant
will not permit any mechanic's or materialmen's or other liens to stand against
the Premises or any other portion of the Property for any labor or material
furnished Tenant in connection with repairs, alterations, additions and
improvements or work of any character performed on the Premises by or at the
direction of Tenant. Tenant shall obtain and promptly upon request by Landlord
shall deliver to Landlord lien waivers and affidavits of payment from all
contractors, subcontractors and materialmen who provide services or materials to
the Premises. All repairs, alterations, additions and improvements shall be
completed and paid for as and when they become due and payable. Landlord shall
use reasonable efforts to undertake any work upon the Property in a manner which
will minimize interference with Tenant's business upon the Premises.
19. Default. In the event (a) Tenant shall default in the payment, when
due, of any installment of rent or other charges or money obligations to be paid
by Tenant hereunder and fail to cure such monetary default within five (5) days
after written notice thereof from Landlord (all of which monetary obligations of
Tenant shall bear interest from the date due until paid at the rate of eighteen
(18 %) percent per annum or the highest rate allowed under Georgia law,
whichever is lower); or (b) Tenant shall default in performing any of the
covenants, terms or provisions of this Lease (other than the payment, when due,
of any of Tenant's monetary obligations hereunder) and fails to cure such
non-monetary default within fifteen (15) days after written notice thereof from
Landlord; provided, however, if the nature of such non-monetary default is such
that it cannot reasonably be cured within said fifteen (15) day period, Tenant
shall be deemed in default hereunder if Tenant fails to commence to cure such
non-monetary default within said fifteen (15) day period or fails to diligently
and continuously pursue such appropriate actions to completion in order to cure
such non-monetary default as soon as is reasonably practicable; or (c) Tenant
files a voluntary petition of bankruptcy or an involuntary petition is filed
against Tenant and not dismissed within thirty (30) days; or (d) a permanent
receiver is appointed for Tenant's property; or (e) whether voluntarily or
involuntarily, Tenant takes advantage of any debtor relief proceedings under any
present or future law, whereby the rent or any part thereof, is, or is proposed
to be, reduced or payment thereof deferred; or (f) Tenant ceases to operate its
business upon the Premises upon such hours as are customary for other businesses
similar to Tenant; or (g) Tenant abandons the Premises; (h) Tenant makes an
assignment for the benefit of creditors; or (i) Tenant's effects should be
levied upon or attached under process against Tenant, and not satisfied or
dissolved within ten (10) days after Tenant's receipt of written notice from
Landlord to Tenant to obtain satisfaction thereof, then, and in any of said
events, Landlord, at its option, may pursue any one or more of the remedies set
forth herein without any further notice or demand whatsoever.
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20. Remedies upon Default. Upon the occurrence of an uncured Default
hereunder Landlord, at its option, may pursue any one or more of the following
remedies set forth herein without any further notice or demand whatsoever.
(a) Landlord, at its option, may at once, or at any time
thereafter, terminate this Lease by written notice to Tenant, whereupon this
Lease shall end. Upon such termination by Landlord, Tenant will at once
surrender possession of the Premises to Landlord, and Landlord may forthwith
re-enter the Premises and repossess himself thereof, and at Tenant's expense
remove all persons and effects therefrom, using such force as may be necessary,
without being guilty of trespass, forcible entry, detainer or other tort.
(b) Landlord, at its option, may at once, or at any time
thereafter, enter upon and take possession of the Premises and expel or remove
Tenant and any other person who may be occupying the Premises or any part
thereof, without being liable for prosecution or any claim for damages therefor,
and with Tenant remaining liable for all rental due hereunder as and when such
rental becomes due (including any rental then past due); and, if Landlord so
elects, make such alterations and repairs as, in Landlord's reasonable judgment,
may be necessary to relet the Premises, and relet the Premises and any part
thereof for such rent and for such period of time and subject to such terms and
conditions as Landlord may reasonably deem advisable and receive the rent
therefor. Upon each such reletting all rent received by Landlord from such
reletting shall be applied: first, to the payment of any indebtedness, other
than rent, due hereunder from Tenant to Landlord, including interest thereon as
herein provided; second, to the payment of any costs and expenses of such
reletting, including reasonable brokerage fees, attorney's fees and the
reasonable cost of any such alterations and repairs; third, to the payment of
rent due and unpaid hereunder, together with interest thereon as herein
provided; the residue, if any, shall be held by Landlord and applied in payment
of future rent as the same may become due and payable hereunder. Tenant agrees
to pay to Landlord, on demand, any deficiency that may arise by reason of such
reletting. Notwithstanding any such reletting without termination, Landlord may
at any time thereafter elect to terminate this Lease for such prior default.
(c) In the event Landlord terminates this Lease in
accordance with the provisions of this Xxxxxxxxx 00, Xxxxxxxx may, at its option
and in addition to any other remedy he may have, recover from Tenant all damages
and expenses Landlord may suffer or incur by reason of Tenant's default
hereunder, including the cost of recovering the Premises, reasonable attorney's
fees, and all rent for the period prior to such termination, all of which sums
shall become immediately due and payable by Tenant to Landlord upon demand of
Landlord.
(d) Pursuit of any of the foregoing remedies shall not
preclude Landlord from pursuing any other remedies herein or provided at law or
in equity, nor shall pursuit of any
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remedy by Landlord constitute a forfeiture or waiver of any rent due to Landlord
hereunder or of any damages accruing to Landlord by reason of Tenant's violation
of any of the covenants and provisions of this Lease.
(e) Tenant hereby appoints as its agent to receive
service of all dispossessory or distraint proceedings and notices thereunder and
under this Lease the person in charge of the Premises at the time such
proceedings and notices are served, and if no person is then in charge of the
Premises, then such service or notice may be made by attaching the same to the
main entrance of the Premises, provided that a copy of any such proceedings or
notices shall be mailed to Tenant in the manner specified in Paragraph 29
hereof.
(f) Notwithstanding anything to the contrary provided in
this Paragraph 20, Tenant shall only be entitled to written notice of a monetary
default two (2) times during any twelve (12) month period and after the delivery
of two (2) such notices during the twelve (12) month period, in the event of a
subsequent default in the payment of any installment of rent or other charges or
money obligations to be paid by Tenant hereunder, Landlord may pursue any one or
more of the foregoing remedies set forth in this Paragraph 20 without any
further notice or demand to Tenant whatsoever.
21. Default by Landlord. Landlord shall in no event be in default in
the performance of any of its obligations contained in this Lease unless and
until Landlord shall have failed to perform such obligation within thirty (30)
days, or such additional time as is reasonably required to correct any such
default, after written notice by Tenant to Landlord properly specifying wherein
Landlord has failed to perform any such obligation. Notwithstanding any default
by Landlord, except as provided herein, Tenant shall not be excused from the
obligation to pay all rents and charges required under this Lease as the same
become due. Tenant shall be limited for the satisfaction of any money judgment
against Landlord solely to Landlord's interest in the Premises, and no other
property or assets of Landlord or the individual partners, members, directors,
officers, or shareholders of Landlord shall be subject to levy, execution or
other enforcement procedure whatsoever for the satisfaction of said money
judgment. If, following expiration of the notice periods provided herein,
Landlord does not timely maintain the Premises as required herein, Tenant shall
have the right to perform such maintenance and in such event will be promptly
reimbursed, and should Landlord fall to promptly reimburse Tenant, Tenant may
set-off such amounts against Base Monthly Rent (provided, the amount set-off in
any particular month shall not exceed fifty percent (50%) of Base Monthly Rent
for such month, with any remaining amounts to be setoff in subsequent months).
22. Signs. (a) Any and all signs placed on the Property by Tenant shall
be subject to Landlord's approval, which approval shall not be unreasonably
withheld. Further, any and all sips placed upon the Property by Tenant shall be
installed and maintained at Tenant's
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sole cost and expense and in compliance with all applicable zoning and building
codes and such rules as Landlord may from time to time reasonably prescribe,
Tenant shall be liable to Landlord for any damage caused by the installation,
use or maintenance of said sips, and Tenant agrees upon removal of said signs to
repair all damage incident to such removal.
(b) Provided the original Tenant named herein shall
remain the Tenant, Landlord shall not place any signs upon the exterior of the
building located upon Property without Tenant's consent, which consent shall not
be unreasonably withheld, conditioned or delayed. Tenant shall give its consent
or denial of Landlord's proposed signage within ten (10) days of Landlord's
request, and if approval of same shall be denied, Tenant shall specify the
reasons for such denial. Unless timely denied, Landlord's proposed signage shall
be deemed approved. The rights of Tenant contained in this Section 22(b) shall
apply only to the Tenant named in this Lease, and shall expire upon any
assignment or sublease by Tenant, or upon the occurrence of any of the events
specified in the second paragraph of Section 16 above.
23. Entry. Landlord may enter the Premises during normal operating
hours, without notice, to exhibit the same to actual or prospective purchasers,
insurers, lenders, investors or tenants, to inspect and examine the same, and
for such other purposes as Landlord reasonably may desire.
24. Subordination and Non-Disturbance. This Lease and the rights of
Tenant hereunder shall be and are subject and subordinate at all times to any
mortgage, deed to secure debt or other security instruments which may now or
hereafter constitute a lien or encumbrance upon the Premises or any other part
of the Property (hereinafter referred to as a "Mortgage"). This subordination
shall be self-operative. Although such subordination is and shall be automatic
and self-operative, Tenant shall promptly execute and deliver such further
instruments confirming such subordination as may be requested by Landlord. If
any such Mortgage shall hereafter be foreclosed, or if the Premises or any other
portion of the Property shall be sold under power of sale contained in any
Mortgage, Tenant shall, at the option of the purchaser, attorn to the purchaser
at the foreclosure sale (or the purchaser by deed in lieu of foreclosure) and
shall execute such instruments as may be necessary or appropriate to evidence
such attornment. Landlord shall use reasonable efforts to obtain from its lender
a written agreement in favor of Tenant providing that Tenant's possession and
use of the Premises in accordance with the provisions of this Lease shall not be
disturbed by reason of the subordination to or any modification of or default
under such deed to secure debt so long as Tenant is not in default in the
performance of its obligations under this Lease, with such agreement to be in a
form then customarily utilized by institutional lenders.
25. Estoppel Certificate. Tenant agrees to certify in writing the
status of this Lease and the rental hereunder, at any time and from time to
time, upon fifteen (15) days written
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notice from Landlord and, in the event Tenant fails to provide timely the
Estoppel Certificate, Tenant shall be obligated for a late fee equal to Fifty
and No/100 Dollars ($50.00) for each day thereafter, until same is provided.
Such certificate shall be in form reasonably satisfactory to Landlord or any
governmental authority or public agency or to a prospective purchaser or lender
or purchaser from, or assignee of, or holder of a security instrument executed
by Landlord. In addition to any other matters required, such certificate shall
certify the commencement date of the Lease term and the termination date
thereof, whether or not this Lease is in full force and effect; whether or not
this Lease has been amended or modified, and if so, in what manner; the date
through which rental payments have been made; whether or not there are any
defaults under this Lease, and if so, specifying the particulars of such
defaults and the action required or taken to remedy them; whether or not there
are any defenses to the enforcement of the terms and conditions of this Lease,
and if so, specifying the particulars of such defenses.
26. Holding Over. If Tenant remains in possession of the Premises after
the expiration of the term hereof, with Landlord's acquiescence but without any
express written agreement between Landlord and Tenant, Tenant shall be a tenant
at will at 120% of the rental rate in effect at the end of this Lease, and there
shall be no renewal of this Lease by operation of law. Notwithstanding the
foregoing, if such holding over continues for more than thirty (30) days,
effective as of the thirty-first (31st) day, holdover rent shall increase to
200% of the rental rate in effect at the end of this Lease.
27. Attorney's Fees and Homestead. Tenant hereby waives and renounces
any and all homestead or exemption rights which it may have under or by virtue
of the Constitution and Laws of the United States, Georgia, and any other State
as against any debt Tenant may owe Landlord under this Lease and, to pay any
such debt, Tenant hereby transfers, conveys, and assigns to Landlord all
homestead or exemption rights which may be allowed or set apart to Tenant,
including such as may be set apart in any bankruptcy proceeding. The prevailing
party in any action brought hereunder shall be entitled to an award of its
reasonable attorneys' fees against the non-prevailing party.
28. Waiver of Rights. No failure or delay of Landlord to exercise any
right or power given him herein, or to insist upon strict compliance by Tenant
of any obligation imposed on it herein and no custom or practice of either party
hereto at variance with any term hereof shall constitute a modification hereof
or a waiver by Landlord of his rights to demand strict compliance with the terms
hereof by Tenant. This Lease constitutes and contains the sole and entire
agreement of Landlord and Tenant, and no prior or contemporaneous oral or
written representation or agreement between the parties and affecting the
Premises shall have any legal effect. No agent or employee of Landlord has or
shall have any authority to waive any provision of this Lease unless such waiver
is expressly made in writing and signed by Landlord.
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29. Notices. All notices, elections, requests, demands or other
communications hereunder shall be in writing, signed by or on behalf of the
party giving the same, and shall be deemed to have been properly given and shall
be effective upon being (a) personally delivered, (b) deposited with a
recognized overnight courier service such as Federal Express, United Parcel
Service, or the like, or (c) deposited in the United States mail, postage
prepaid, certified with return receipt requested, to the other party at the
address of such other party set forth below or at such other address within the
continental United States as such other party may designate by notice
specifically designated as a notice of change of address and given in accordance
herewith; provided, however, the time period in which a response to any such
notice, election, demand or request must be given, shall commence on the date of
receipt thereof; and provided further that no notice of change of address shall
be effective until the date of receipt thereof. Personal delivery to a party or
to any officer, partner, agent or employee of such party at said address shall
constitute receipt. Rejection or other refusal to accept or inability to deliver
because of change in address of which no notice has been received shall also
constitute receipt. Any such notice, election, demand, request or response, if
given to Landlord, shall be addressed as follows:
Three Rivers Land Development, L.L.C.
Attn: Xxx X. Xxxxxx
0000 Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
and if to Tenant, addressed as follows:
The Summit National Bank
Attn: President
0000 Xxxxxxxx Xxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
30. Effect of Termination of Lease. No termination of this Lease prior
to the normal ending thereof by lapse of time or otherwise shall affect
Landlord's right to collect rent for the period prior to termination thereof.
Termination of this Lease shall not affect Landlord's right to enforce any
provision of this Lease which by its terms or implications survives its
termination.
31. No Partnership. It is understood and agreed that the relationship
of the parties hereto is strictly that of Landlord and Tenant and that Landlord
has no ownership in Tenant's enterprise and that this Lease shall not be
construed as a joint venture, association or partnership. Tenant is not and
shall not be deemed to be an agent or representative of Landlord.
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32. Quiet Enjoyment. Landlord covenants, represents and warrants that
Tenant, upon the timely payment of the rent and the timely performance of all
other covenants and agreements hereunder, shall peaceably and quietly have, hold
and enjoy the Premises without interruption or hindrance by Landlord or any
other person or entity holding or claiming by, through or under Landlord, except
as otherwise provided herein.
33. Rights Cumulative. All rights, powers and privileges conferred
hereunder upon the parties hereto shall be cumulative but not restrictive to
those given by law.
34. Time of Essence. Time is of the essence of this Lease and each and
every Paragraph and subparagraph hereof.
35. Severability. This Lease has been executed and delivered in the
State of Georgia and shall be governed by the laws of Georgia. Whenever
possible, each provision of this Lease shall be interpreted in such a manner as
to be effective and valid under applicable law; provided, however, that if any
provision of this Lease is or becomes illegal, invalid or unenforceable by
reason of present or future laws or rules or regulations of any governmental
body or entity, the intention of the parties hereto is that the remaining parts
of this Lease shall not be affected thereby unless such provision, in the sole
determination of Landlord, is essential to the rights of Landlord or Tenant, in
which event, Landlord may terminate this Lease by written notice to Tenant.
36. Brokerage. Tenant represents to Landlord and Landlord represents to
Tenant that all negotiations relative to this Lease and the transaction
contemplated hereby have been carried out directly by each party hereto on its
own behalf without the intervention of any broker or third party, and that
neither party has engaged, consented to or authorized any broker, investment
banker or third party to act on its behalf, directly or indirectly as a broker
or finder in connection with the transaction contemplated by this Lease. Each
party shall indemnify and hold the other harmless from and against any claim of
any broker or finder asserting that he, she or it has dealt with such party and,
therefore, is due a commission as the procuring cause of this transaction.
37. Landlord's Self-Help. If Tenant shall default in the performance of
any covenant required to be performed by virtue of any provision of this Lease,
Landlord may, after any notice and the expiration of any period with respect
thereto as required pursuant to the applicable provisions of this Lease, perform
the same for the account of Tenant. If Landlord, at any time, elects to pay any
sum of money or do any acts which would require the payment of any sum of money
by reason of the failure of Tenant, after any notice and the expiration of any
period with respect thereto as required pursuant to the applicable provisions of
this Lease, to comply with any provision of this Lease, or if Landlord is
compelled to incur any
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expense, including but not limited to reasonable attorney's fees, instituting,
prosecuting or defending any action or proceeding instituted by reason of any
default of Tenant hereunder, the sum or sums so paid by Landlord, with all
interest, costs and damages, shall constitute additional rental and shall be due
and payable from Tenant to Landlord on the next rent payment due date following
the incurring of such expense. If there shall be forwarded to Tenant written
notice of the existence of any mortgage or deed to secure debt covering the
Premises, then, without limiting any other provisions of this Lease, Tenant
shall, so long as such mortgage or deed to secure debt is outstanding, give to
such mortgagee the same notice and opportunity to correct any default as is
required to be given to Landlord under this Lease, but such notice of default
may be given by Tenant to Landlord and such mortgagee concurrently. The remedies
of Landlord contained in this Paragraph 37 are in addition to and not in
limitation of any other remedies of Landlord contained elsewhere in this Lease,
or as may be provided by law or equity.
38. Sale by Landlord. Landlord's right to sell, convey, transfer,
assign or otherwise dispose of the Premises or any other portion of the Property
shall be unrestricted and, in the event of any such sale, conveyance, transfer
or assignment by Landlord, all obligations under this Lease of the party
selling, conveying, transferring, assigning or otherwise disposing shall cease
and terminate, and Tenant shall look only and solely to the party to whom or
which the Property is sold, conveyed, transferred, assigned or otherwise
disposed of for performance of all Landlord's duties and obligations under this
Lease, excepting Landlord shall remain liable for any defaults by Landlord
existing at the time of transfer.
39. Miscellaneous.
(a) Except as otherwise provided herein, the rights and
obligations of Landlord and Tenant hereunder shall be binding upon and shall
inure to the benefit of their respective legal representatives, successors and
assigns.
(b) The use of the masculine or neuter genders herein shall
include the masculine, feminine and neuter genders and the singular form shall
include the plural, where the context so requires.
(c) The headings of the paragraphs in this Lease are merely
descriptive, are intended for reference purposes only and do not constitute a
part of the terms and provisions of this Lease.
(d) The parties agree that this Lease shall not be recorded;
provided, however, that Tenant shall have the right, at its sole cost and
expense, to record a Memorandum of Lease in a form approved and executed by
Landlord. In no event shall the Memorandum of Lease set forth the rental or
other charges payable by Tenant under this
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Lease. Any such Memorandum of Lease shall expressly state that it is executed
pursuant to the provisions contained in this Lease and is not intended to vary
the terms and conditions of this Lease.
40. Right of First Refusal. Landlord does hereby grant Tenant a Right
of First Refusal to acquire the Property in accordance with the terms of this
Paragraph 40.
(a) If at any time after the date hereof Landlord shall
receive an offer (the "Offer") to sell the Property, the Landlord shall, prior
to acceptance of the Offer, promptly deliver to the Tenant a "First Refusal
Notice," specifying the terms and conditions of the Offer, and granting to the
Tenant the option to purchase the Property at the price and on the terms and
conditions contained in the Offer. The Tenant shall have the option, exercisable
by notice in writing to the Landlord within ten (10) business days from the date
of receipt of the First Refusal Notice, to purchase the Property. The Closing of
such purchase shall occur within sixty (60) days from the date of exercise of
such option by the Tenant. At such Closing, the Landlord shall effect and
consummate the sale and transfer of the Property in accordance with the terms of
the Offer.
(b) If the Tenant fails to exercise the option to purchase the
Property as contained in this Paragraph, the Landlord shall be free to dispose
of the Property to the person making the Offer only at the price and on the
terms and conditions contained in the Offer; provide , however, that in the
event the Landlord fails fully and finally to dispose of the Property within a
period of sixty (60) days following the expiration of the option period provided
in this Paragraph, the Landlord may not thereafter transfer the Property, or any
portion thereof, without having again complied with the terms and conditions of
this Paragraph.
(c) In the event Tenant shall assign this Lease or sublease
all or any portion of the Premises, this Right of First Refusal shall terminate,
except in the event of an assignment of this Lease for the circumstances
provided for in Section 16(a)for which Landlord's consent is not required.
41. Option to Extend. Provided Tenant has not been given more than one
(1) notice of default during any consecutive twelve (12) month period following
the Commencement Date, and further provided that no default shall then be
existing, Landlord does hereby grant Tenant a series of three (3) options, each
for a term of five (5) years, to extend this Lease in accordance with the terms
of this Paragraph 41, as follows:
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Option No. Lease Years
---------- -----------
1 6-10
2 11-15
3 16-20
Tenant shall give Landlord written notice of its intention to exercise each
respective option to renew at least one hundred eighty (180) days prior to the
expiration of the then current term of the Lease. Such notice must be sent in
accordance with Section 29 of this Lease,
IN WITNESS WHEREOF, the parties have entered into this Lease under
seal, effective as of the date and year first above written.
LANDLORD: TENANT:
THREE RIVERS LAND THE SUMMIT NATIONAL BANK
DEVELOPMENT, L.L.C.
By: /s/ XXX X. XXXXXX By: /s/ PIN PIN XXXX
------------------ ---------------------
Xxx X. Xxxxxx Pin Pin Xxxx
Member/Manger President
[CORPORATESEAL]
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EXHIBIT "A"
[MAP]
24
EXHIBIT "B"
WORK LETTER
This Exhibit is attached to and made a part of the Lease dated February
4, 2000, by and between THE SUMMIT NATIONAL BANK, a wholly-owned subsidiary of
SUMMIT BANK CORPORATION, a Georgia corporation (the "Tenant"), and THREE RIVERS
LAND DEVELOPMENT, L.L.C., a Georgia limited liability company (the "Landlord")
for space in the building commonly known as 0000 Xxxxxxx Xxxxxx Xxxx, Xxxxxxxx,
Xxxxxxxx Xxxxxx, Xxxxxxx.
1. This Work Letter shall set forth the obligations of Landlord and
Tenant with respect to the preparation of the Premises for Tenant's occupancy.
All improvements described in this Work Letter to be constructed in and upon the
Premises by Landlord are hereinafter referred to as the "Landlord Work." It is
agreed that construction of the Landlord Work will be completed at Landlord's
sole cost and expense. Landlord shall enter into a direct contract for the
Landlord Work with a general contractor selected by Landlord. In addition,
Landlord shall have the right to select and/or approve of any subcontractors
used in connection with the Landlord Work.
2. Landlord shall be solely responsible for the preparation and
submission to Tenant of the final architectural, electrical and mechanical
construction drawings, plans and specifications (the "Plans") necessary to
construct the Landlord Work, which plans shall be subject to the reasonable
approval of Tenant. It is understood that the Plans generally shall provide that
the Premises be in harmony with the current aesthetic design, look and finishes
of the Property as occupied by Tenant prior to the commencement of Landlord
Work. As used herein, Plans shall include a traffic and parking plan for the
Property.
3. Upon Landlord's request, Tenant shall provide timely information and
input regarding all elements of the design of the Premises (including, without
limitation, functionality of design, the configuration of the Premises, and
specialized security requirements). Tenant covenants and agrees to devote such
time as may be necessary in consultation with Landlord and its architects and
engineers to enable them to complete timely the Plans and Landlord Work. (As
used herein, the word "architect" shall include an interior designer or space
planner.)
4. Upon completion of the Plans, Landlord shall submit same to Tenant
for its approval, which approval shall not be unreasonably withheld. Tenant
shall give its consent or denial of the Plans within fifteen (15) days of
Landlord's submission of same, and if approval of same shall be denied, Tenant
shall specify the reasons for such denial. Unless timely
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denied, the Plans shall be deemed approved. Time is of the essence in respect of
approval of the Plans by Tenant.
5. If Tenant shall request any change, addition or alteration in any of
the Plans after approval of same, Landlord shall have such revisions to the
drawings prepared, and Tenant shall reimburse Landlord for the cost thereof,
plus any applicable state sales or use tax thereon, upon demand. Promptly upon
completion of the revisions, Landlord shall notify Tenant in writing of the
increased cost which will be chargeable to Tenant by reason of such change,
addition or deletion. Tenant, within one (1) business day, shall notify Landlord
in writing whether it desires to proceed with such change, addition or deletion.
In the absence of such written authorization, Landlord shall have the option to
continue work on the Premises disregarding the requested change, addition or
alteration, or Landlord may elect to discontinue work on the Premises until it
receives notice of Tenant's decision, in which event Tenant shall be responsible
for any delay in completion of the Premises resulting therefrom. In the event
such revisions result in increased construction costs, such increased costs,
plus any applicable state sales or use tax thereon, shall be paid by Tenant upon
demand.
6. Following approval of the Plans, Landlord shall cause the Landlord
Work to be constructed substantially in accordance with the approved Plans.
Landlord shall notify Tenant of substantial completion of the Landlord Work.
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EXHIBIT "C"
CONFIRMATION NOTICE
Re: Lease Agreement ("Lease") dated as of February 4, 2000, by and
between Three Rivers Land Development, L.L.C., as Landlord,
and The Summit National Bank, as Tenant.
Dear Sirs:
Pursuant to Article 3 of the captioned Lease, please be advised as
follows:
1. The Rental Commencement Date is the ___ day of __________, 2000, and
the expiration date of the Lease Term is the ___ day of __________, subject
however to the terms and provisions of the Lease.
2. Terms denoted herein by initial capitalization shall have the
meanings ascribed thereto in the Lease.
"LANDLORD"
Three Rivers Land Development, L.L.C.
By:
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Title:
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