EXHIBIT 10(a)
[LETTERHEAD FOR THE SUMMIT GROUP APPEARS HERE]
LEASE
THIS LEASE, made as of the 24th day of April, 1995, by and between X. Xxxxxxx
Xxxxxxxx, first party, (hereinafter called "Landlord"), and Security National
Bank, second party, (hereinafter called "Tenant"), and Summit Commercial
Services, Inc., d/b/a the Summit Group, third party, (hereinafter called
"Agent"):
WITNESSETH:
1. PREMISES - The Landlord, for and in consideration of the rents, covenants,
agreements and stipulations hereinafter mentioned, provided for and contained,
to be paid, kept and performed by the Tenant, has leased and rented, and by
these presents leases and rents, unto the said Tenant, and said Tenant hereby
leases and takes upon the terms and conditions which hereinafter appear, the
following described property (hereinafter called "Premises"), to wit:
All that tract or parcel of land lying and being in Xxxx County, Georgia,
consisting of approximately .5 acre of land with a 2,541 square foot
building to be taken from a larger tract described in Deed Book 2383, Page
278, of the Xxxx County tax records. Property further described and outlined
in red on the attached plat, made a part of this contract by reference;
and being known as Shurlington Plaza Out-Parcel, Macon, Georgia.
2. TERM - the Tenant shall have and hold the Premises for a term of three (3)
years beginning on the 1st day of September, 1995, and ending on the 31st day of
August, 1998, at midnight, unless sooner terminated as hereinafter provided.
3. RENTAL - Tenant agrees to pay to Landlord, by payments to The Summit Group,
Agent of Landlord, an annual rent in the amount of $30,000.00, paid in equal
monthly installments of $2,500.00. Said monthly rent shall be paid at the
designated office of the Agent, in advance and promptly on the first day of each
and every month, during the initial lease term and any renewals thereof. Any
rental payment received after the tenth (10th) day of any month shall include a
five (5%) percent late fee.
4. AGENT'S COMMISSION - Agent has rendered Landlord and Tenant a valuable
service by assisting in the creation of the Landlord-Tenant relationship
hereunder. For this reason, Agent is made a party to this Lease and is given a
special lien on the interest of the Landlord and the Tenant in the Premises in
order to enable Agent to enforce its commission rights against the Premises as
well as against the other parties hereto as herein provided and as otherwise
provided by law or equity. The commission to be paid in conjunction with the
creation of the aforesaid Landlord-Tenant relationship by this Lease has been
negotiated between Landlord and Agent, and Landlord hereby agrees to pay Agent,
as compensation for Agent's services in procuring this Lease and creating the
aforesaid Landlord-Tenant relationship, as follows: Five percent (5%) of the
monthly rental until expiration or purchase option is exercised, whichever
occurs first.
5. PURCHASE OF PROPERTY - In the event that Tenant acquires title to the
Premises or any part thereof, at any time during the term of this Lease, any
renewals thereof, or within six months after the expiration of the term hereof
or any extensions, then Landlord shall pay Agent a sales commission on the sale
of the Premises in the amount equal to five (5%) percent of the gross sales
price of the property. In the event that the property is sold to any other
party, then the agents commission rights contained in this agreement shall not
be relieved, and the purchaser shall assume all commission obligations
incurred by the Landlord in connection with this agreement.
6. UTILITY BILLS - Tenant shall pay all utility bills, including, but not
limited to water, sewer, gas, electricity, fuel, light, and heat bills, for the
Premises, and Tenant shall pay all charges for garbage collection services or
other sanitary services rendered to the Premises or used by tenant in connection
therewith. If Tenant fails to pay any of said utility bills or charges for
garbage collection or other sanitary services, Landlord may pay same, and such
payment shall be added to, and become part of, the next rental payment due under
this Lease.
7. USE OF PREMISES - Premises shall be used for banking facility purposes and
no other- Premises shall not be used for any illegal purposes, nor in any manner
to create any nuisance or trespass on the premises, nor in any manner to
increase the rate of insurance on the premises.
8. ABANDONMENT OF THE PREMISES - Tenant agrees not to abandon or vacate the
Premises during the period of this Lease and agrees to use the Premises for the
purpose herein leased until the expiration hereof.
9. REPAIRS BY LANDLORD - Landlord agrees to keep in good repair the roof,
foundations, and exterior walls of the Premises (exclusive of all glass and all
exterior doors), and underground utility and sewer pipes outside the exterior
walls of the building, except repairs rendered necessary by the negligence of
Tenant, its agents, employees or invitees. Landlord gives to Tenant exclusive
control of the Premises and shall be under no obligation to inspect said
Premises. Tenant shall promptly report in writing to Landlord any defective
condition known to it which Landlord is required to repair.
10. REPAIRS BY TENANT - Tenant accepts the Premises in their present condition
and as suited for the users intended by Tenant. Tenant shall, throughout the
initial term of this Lease and any extension or renewal thereof, at its expense,
maintain in good order and repair the Premises, including the building, heating
and air conditioning equipment (including but not limited to replacement of
parts, compressors, air handling units and heating units), and other
improvements located thereon, except those repairs expressly required to be made
by Landlord hereunder. Tenant further agrees to care for the grounds around the
building, including the mowing of grass, parking lot maintenance, care of
shrubs and general landscaping. Tenant agrees to return the Premises to
Landlord at the expiration, or prior to termination, of this Lease in as good
condition and repair as when first received, natural wear and tear, damage by
storm, fire, lightning, earthquake or other casualty alone excepted.
26. RIGHTS CUMULATIVE - All rights, powers and privileges conferred hereunder
upon parties hereto shall be cumulative and not restrictive of those given by
law.
27. SERVICE OF NOTICE - Tenant hereby appoints as his agent to receive service
of all dispossessory or distraint proceedings and notices hereunder, and all
notices required under this Lease, the person in charge of the Premises at the
time, or occupying the Premises: and if no person is in charge of, or occupying
the Premises, then such service or notice may be made by attaching the same on
the main entrance to the Premises. A copy of all notices under this Lease shall
also be sent to Tenant's last known address, if different from the Premises.
28. WAIVER OF RIGHTS - No failure of Landlord to exercise any power given
Landlord hereunder, or to insist upon strict compliance by Tenant of his
obligations hereunder, and no custom or practice of the parties at variance with
the terms hereof shall constitute a waiver of Landlord's right to demand exact
compliance with the terms hereof.
29. OWNERSHIP - The owner of the Premises is the Landlord in this agreement,
and the person authorized to manage the Premises is The Summit Group, as Agent
of the Landlord. Service of process and demands and notices as to the Landlord
shall be made to The Summit Group, whose address is 0000 Xxxxxxxxx Xxxxxx,
Xxxxx, Xxxxxxx 00000, who is authorized to acknowledge this receipt of same on
behalf of the Landlord.
30. AGENT'S SERVICES - Agent is hereby a third party to this Lease solely for
the purpose of enforcing his rights of commissions for services rendered, and it
is agreed by all parties hereto that Agent is acting solely in the capacity as
agent for Landlord, to whom Tenant must look to regarding all covenants,
agreements and warranties herein contained, and that Agent shall not be liable
for the obligation of the Landlord contained herein.
31. TIME OF ESSENCE - Time is of the essence of this Lease.
32. DEFINITIONS - "Landlord" as used in this Lease shall include first party,
his heirs, representatives, assigns and successors in title to the Premises.
"Tenant" shall include second party, his heirs and representatives, and if this
Lease shall be validly assigned or sublet, shall include also Tenant's assignees
or subleasees, as to the Premises covered by such assignment or sublease.
"Agent" shall include third party, his successors, assigns, heirs and
representatives. "Landlord," "Tenant," and "Agent" include male and female,
singular and plural, corporation, partnership or individual, as may fit the
particular parties.
33. SPECIAL STIPULATIONS - Special stipulations, if any, which by their
reference and attachment to this lease hereof shall become a part of the
agreement, and should they conflict with any of the foregoing provisions, the
special stipulations shall control. (Attached)
This Lease contains the entire agreement of the parties hereto and no
representations, inducements, promises or agreements, either verbal or written,
between the parties, not embodied herein, shall be of any force or effect.
IN WITNESS WHEREOF, the parties herein have hereunto set their hands and
seals, the day and year above noted:
/s/ XXXXXXX XXXXXXXX SECURITY NATIONAL BANK
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Landlord Tenant
By: /s/ XXXXXX XXX, PRESIDENT
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Landlord Tenant
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for: The Summit Group, Agent
SPECIAL STIPULATIONS
to the Lease Agreement between
X. Xxxxxxx Xxxxxxxx (Landlord)
and
Security National Bank (Tenant)
RE: Shurlington Plaza Out-Parcel, Macon, Georgia
1. Tenant accepts premises "AS IS", except for the HVAC system which Landlord
agrees to warrant for ninety (90) days.
2. Lease is subject to Tenant's satisfactory inspection of the premises within
thirty (30) days of acceptance of this contract.
3. Tenant shall pay all expenses on the property, including property taxes and
insurance (fire/hazard and liability).
4. Tenant shall have the right to remodel the interior and exterior of the
building along with re-landscaping the grounds.
5. Tenant shall have the right to erect a pole sign where the existing
NationsBank sign is located or elsewhere on the leased premises.
6. Landlord shall grant Tenant the necessary ingress/egress and parking
easements from the existing shopping center.
7. Landlord grants Tenant permission to negotiate with NationsBank for any
personal property or removable fixtures currently located within the demised
premises.
8. Lease is subject to Landlord successfully negotiating a cancellation of the
existing lease with NationsBank.
9. Landlord grants Tenant immediate access to the premises for the purpose of
planning and estimating proposed renovations.
10. It is understood by both parties that the vault door belongs to NationsBank.
Should the vault door remain after NationsBank vacates, it shall become part
of the demised premises.
11. This agreement shall include an option to purchase the leased premises for
$275,000, at any time during the lease term. Said option is attached and
made a part of this contract by reference.
SECURITY NATIONAL BANK
/s/ XXXXXXX XXXXXXXX By: XXXXXX XXX, PRESIDENT
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Landlord Tenant
Date: 4/25/95 Date: 4/24/95
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[MAP APPEARS HERE]
[LETTERHEAD FOR THE SUMMIT GROUP APPEARS HERE]
PURCHASE AND SALE AGREEMENT
THIS AGREEMENT, made and entered into this 24th day of April, 1995 between X.
Xxxxxxx Xxxxxxxx (hereinafter described as Seller) and Security National Bank
(hereinafter described as Purchaser):
1. WITNESSETH:
That the Seller agrees to sell and convey and the Purchaser agrees to purchase,
all the following described property, to wit:
ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING IN XXXX COUNTY, GEORGIA,
CONSISTING OF APPROXIMATELY .5 ACRE OF LAND WITH A 2,541 SQUARE FOOT
BUILDING TO BE TAKEN FROM A LARGER TRACT DESCRIBED IN DEED BOOK 2383, PAGE
278, OF THE XXXX COUNTY TAX RECORDS. PROPERTY FURTHER DESCRIBED AND OUTLINED
IN RED ON THE ATTACHED PLAT, MADE A PART OF THIS CONTRACT BY REFERENCE.
2. PURCHASE PRICE AND METHOD OF PAYMENT: The purchase price that the Purchaser
agrees to pay and Seller agrees to accept is Two hundred seventy-five thousand
and no/100 Dollars ($275,000.00), payable in full or as otherwise agreed to in
cash or certified funds, on delivery of the deed. Purchaser has paid to the
undersigned Broker $1.00, receipt of which is hereby acknowledged by Broker as
xxxxxxx money, which xxxxxxx money is to be deposited in Broker's Escrow Account
upon acceptance of this contract by all parties to same, and is to be applied as
part payment of purchase price of said property at the time the sale is
consummated. All parties to this agreement agree that Holder may, at Holder's
option, deposit the xxxxxxx money in an interest-bearing escrow/trust account
and that Holder will retain the interest earned on said deposit.
3. WARRANTY OF TITLE: Seller represents that Seller presently has good and
marketable, fee simple title to the Property, and at the time the sale is
consummated, Seller agrees to convey good and marketable, fee simple title to
the Property to Purchaser by general warranty deed.
4. TITLE EXAMINATION: Purchaser shall move promptly and in good faith after
acceptance of this Agreement to examine title to the Property and to furnish
Seller with a written statement of objections affecting the marketability of
said title. Seller shall have a reasonable time after receipt of such objections
to satisfy all valid objections, and if Seller fails to satisfy such valid
objections within a reasonable time, than at the option of the Purchaser,
evidenced by written notice to Seller, this Agreement shall be null and void,
and all Xxxxxxx Money shall be promptly returned to Purchaser or Purchaser shall
waive such objections and proceed to closing.
5. WARRANTIES: Seller represents that to the best of Seller's knowledge: (A)
there are no existing or proposed governmental orders or condemnation
proceedings affecting the Property and Seller has received no notice of any such
orders or proceedings; (B) the Property has never been used for the use,
discharge, or storage of any hazardous material or any landfill for garbage or
refuse; (C) the Property is free of any underground storage tanks, petroleum
product contamination, hazardous substance, asbestos, contaminants, oil,
radioactive or other materials, the removal of which is required, or the
maintenance of which is required, or the maintenance of which is prohibited,
penalized, or regulated by any local, state or federal agency, authority or
government unit.
6. INSPECTIONS: Commencing on the date of this Agreement, and subject to the
rights of the tenants, if any, Purchaser, Purchaser's agents, employees and
contractors, shall have the right during regular business hours, but without
interfering with operations being carried upon the Property, to enter the
Property, for the purpose of making surveys, inspections, soil tests and other
investigations of the Property, including but not limited to, the physical
condition of any improvements and mechanical and electrical systems. Purchaser
shall and does hereby agree to indemnify, defend and hold Seller and Brokers
harmless from any loss or damage suffered by Seller, Brokers or others as a
result of the exercise by Purchaser of the rights herein granted, including any
damage resulting from the negligence of Purchaser or Purchaser's agents. This
indemnity shall survive the rescission, cancellations, termination or
consummation of this Agreement.
7. CONDITION OF PROPERTY: Seller warrants that when this transaction is
consummated the improvements on the property will be in the same condition as
they are on the date of this contract, natural wear and tear excepted, and
Seller specifically assumes the risk of loss or damage to said property until
the consummation of the transaction. Should the premises be destroyed or damaged
before this contract is consummated, then, at the election of the Purchaser: (A)
the contract may be cancelled; or (B) Purchaser may consummate the contract and
receive such insurance as is paid on the claim of loss. This election is to be
exercised by the Purchaser within ten (10) days after the amount of Seller's
damage is determined and Purchaser has been notified of such amount.
8. AGENCY DISCLOSURE: Seller and Purchaser acknowledge that Broker (X) has
acted for Seller ( ) Purchaser (X), or ( ) has acted as a Transaction Broker and
not as an agent for Seller or Purchaser with respect to the transaction
contemplated herein. Seller and Purchaser acknowledge that Co-Broker ( ) has
acted for ( ) Seller ( ) Purchaser, or ( ) has acted as a Transaction Broker and
not as an agent for Seller or Purchaser, with respect to the transaction
contemplated herein.
9. REAL ESTATE COMMISSION: In negotiating this Agreement, Broker and Co-Broker
(collectively "Brokers") have rendered a valuable service for which Brokers
shall be paid a Commission at closing by Seller equal to five percent (5%) of
the Purchase Price as follows:
100% to The Summit Group. and _____% to __________________________________.
Said Brokerage fee agreement shall vest a third party interest in this Agreement
to the above noted Real Estate Brokers and no changes or specifications to this
contract shall be made without the written approval of all three parties.
10. DEFAULT: REMEDIES: In the event the sale is not closed because of Seller's
inability, failure or refusal to perform any of Seller's obligations herein,
the Seller shall pay the full Commission to Brokers immediately, and Broker
shall return the Xxxxxxx Money to Purchaser, which shall not constitute a waiver
of any other right or remedy Purchaser may have against Seller. Purchaser agrees
that if the sale is not closed because of Purchaser's inability, failure or
refusal to perform any of Purchaser's obligations herein, Purchaser shall
forthwith pay Brokers the full Commission Immediately, provided that Brokers may
first apply up to one-half (1/2) of the Xxxxxxx Money toward payment of the
Commission and shall pay the balance thereof to Seller as liquidated damages of
Seller, if Seller claims such balance as Seller's liquidated damages in full
settlement of any claim for damages against Purchaser, whereupon Brokers shall
be released from any and all liability for return of Xxxxxxx Money to Purchaser.
In such event, Broker shall be entitled to apply one-half (1/2) of the Xxxxxxx
money against Broker's Commission, notwithstanding the fact that Seller may not
claim or be entitled to the balance of the Xxxxxxx Money as liquidated damages,
and Purchaser shall remain liable to Brokers for the balance of the full
Commission. If Seller claims one-half (1/2) of the Xxxxxxx Money as liquidated
damages, such sum shall be Seller's sole and exclusive remedy for such default
and no action for specific performance shall thereafter be available against
Purchaser.
11. MISCELLANEOUS:
All property taxes, insurance, rents and mortgage interest, if applicable, shall
be prorated as of the date of closing.
Seller shall pay the State of Georgia property transfer tax, and where
applicable, Purchaser shall pay the Georgia intangible taxes.
Consummation and closing of this contract shall be on or before August 31, 1998.
Possession of the property shall be granted at closing, unless otherwise
specified herein.
12. ENTIRE AGREEMENT: This contract contains the entire agreement between the
parties, and no representations, warranties, or promises, verbal or written,
unless contained herein, shall be binding upon any party to this contract. It is
agreed that whenever a party or parties to this contract is mentioned, it shall
include said party, its heirs, administrators, successors or assigns. Time is of
the essence of this contract. This Agreement shall be construed under the laws
of the State of Georgia.
13. SPECIAL STIPULATIONS:
The following Special Stipulation shall, if conflicting with the foregoing,
control;
See attached Special Stipulations, made a part of this contract by
reference.
AGREED AND ACKNOWLEDGED BY:
SECURITY NATIONAL BANK
/s/ X. XXXXXXX XXXXXXXX 4/25/95 By: /s/ XXXX XXX, PR 4/24/95
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Seller X. Xxxxxxx Xxxxxxxx Date Purchaser Xxxx Xxx Date
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Seller Date Purchaser Date
SPECIAL STIPULATIONS
to the Purchase and Sale Agreement between
X. XXXXXXX XXXXXXXX (SELLER)
and
SECURITY NATIONAL BANK (PURCHASER)
RE: Shurington Plaza Out-Parcel, Macon, Georgia
1. Property is purchased "AS IS".
2. This contract is an option to purchase. Purchaser may exercise this option
any time during the initial term of the lease attached hereto. In the event
Purchaser does not exercise this option, Seller's sole legal remedy shall be
a claim of liquidated damages which shall not exceed the amount of xxxxxxx
money received from Purchaser.
3. Seller agrees to provide a survey of the subject property. Sale is subject
to Purchaser's and Seller's approval of said survey within ten (10) days
from the date the survey is delivered to both parties.
4. Sale is subject to Purchaser's satisfactory inspection of the property to be
completed within thirty (30) days of acceptance of this contract.
5. Seller shall grant necessary ingress/egress and parking easements from the
existing shopping center. These easements shall be approved by both parties
with the approval of the subdivision survey.
6. Sale is subject to Seller's successful negotiation of a cancellation of the
existing lease with NationsBank.
7. It is understood by both parties that the vault door belongs to NationsBank.
Should the vault door remain after NationsBank vacates, it shall become part
of the demised premises.
/s/ X. XXXXXXX XXXXXXXX /s/ XXXX XXX
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Seller Purchaser
Date: 4/25/95 Date: 4/24/95
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to the Lease Agreement between
X. XXXXXXX XXXXXXXX (LANDLORD)
AND
SECURITY NATIONAL BANK (TENANT)
In reference to the contract dated April 24, 1995, between the above referenced
parties, on the property described as Shurlington Plaza Out-Parcel, Macon,
Georgia;
The contract is amended as follows:
1. Tenant has completed the inspection outlined in Special Stipulation
#2 and found everything to be satisfactory.
2. This lease shall be subject to approval from all governmental
authorities governing the use of the premises as a bank branch for
Security National Bank.
All other terms and conditions of the contract remain binding on the undersigned
parties.
/s/ X. XXXXXXX XXXXXXXX /s/ XXXX XXX
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Landlord Tenant
Date: 5/24/95 Date: 5/24/95
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THE SUMMIT GROUP
By: [SIGNATURE APPEARS HERE]
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