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XXXXXXX 00.0
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COUNTY OF CHATHAM )
LEASE AGREEMENT
This Lease is made as of this 12th day of February, 2001, by and
between Southpoint Building, LLC, ("Landlord"), AND C&S Bancorporation, Inc.,
("Tenant").
WITNESSETH:
For and in consideration of the mutual covenants and agreements
contained herein, the parties hereby agree as follows:
1. CERTAIN DEFINITIONS (as used in this Lease):,
(a) "Property" or "Building" shall mean that certain property, located at
and being more commonly known as Southpoint, Savannah Chatham, Georgia.
(b) "Premises" shall mean those certain premises being Xxxxxxxx X, Xxxxx
000X, 000 Xxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxx.
(c) "Lease Term" shall mean and include the initial period of this Lease as
set forth in section 2 hereunder.
2. LEASE AND TERM:
(a) Lease Term: Landlord, for and in consideration of rents to be paid and
the covenants to be performed by Tenant, does hereby rent and lease the
Premises to Tenant for a period beginning February 12, 2001 and ending
August 31, 2001. Beginning September 1, 2001, lease to be on a
month-to-month basis with either party giving thirty day written notice
to vacate.
3. RENT:
(a) Tenant shall pay without demand, deduction, or set-off, rent for the
Premises in the amount of Two Thousand One Hundred and Sixty-Seven
Dollars ($2,167.00) payable in advance, on the first (lst) day of each
calendar month.
(b) Place of Payment: The rental provided for herein shall be paid to
Landlord, in lawful money of the United States of America, at Xxxx
Xxxxxx Xxx 0000, Xxxxxxxx, Xxxxxxx 00000, or at such other address or
to such other person as Landlord may from time to time designate in
writing.
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4. USE OF PREMISES:
Tenant shall have the right to use the Premises for general office space and for
no other purpose; provided, however that Tenant shall at its own cost and
expense, procure each and every permit, license, certificate, or other
authorization or any renewals, extensions or continuances of the same required
in connection with the lawful and proper use of the Premises. Neither the
failure on the part of the Tenant to procure such permit, license, certificate
or other authorization nor the revocation of the same shall in any way affect
the liability of Tenant for the payment of rent or the performance or observance
of any of the covenants or conditions herein contained on the Tenant's part to
be performed and observed.
Tenant shall not do or permit anything to be done about the Premises nor bring
or keep anything therein which will in any way violate any applicable law, rule,
ordinance, or regulation of any governmental body, or which will cause a
cancellation of any insurance policy required by this Lease or make it
impossible to obtain such insurance from an insurance company of sound
reputation and financial standing. If, as a result of or in connection with
Tenant's use of the Premises, (notwithstanding that such use may have been
permitted or consented to by Landlord) the fire insurance rate shall be higher
than that rate which would be applicable to the original use: of the Premises
Tenant shall pay Landlord such portion of the premium for fire insurance
policies in force and, effect with respect to the aforesaid properties as shall
be attributable to its use of the Premises. If Tenant believes any such
escalation request to be unreasonable, Tenant shall have the right to procure
more favorable rates for Landlord to be underwritten by a comparable insurance
company licensed to do business in the state of Georgia.
5. CONDITION AND MAINTENANCE OF PREMISES:
(a) Condition of Premises: Landlord has made no representations or
warranties with respect to the Premises and no rights, easements or
licenses are acquired by Tenant by implication or otherwise except as
may herein be expressly set forth. Landlord expressly warrants that, as
of the date of execution of this Lease, there is no fire code violation
with respect to the Building and there is no violation of any building
or zoning ordinance. Tenant accepts property as is.
(b) Acceptance by Tenant: Tenant does hereby represent and warrant to
Landlord that Tenant is fully acquainted with the nature and conditions
of the Premises. Tenant hereby represents and warrants to Landlord that
the Premises are suitable and adequate in all respects for any and all
activities and uses which Tenant may elect to conduct thereon at any
time during the term hereof.
(c) Maintenance and Repairs: Landlord shall be responsible for maintaining
and repairing the HVAC, roof, exterior walls, gutters and water spouts,
plumbing (excluding stoppages due to improper use), replacement of
light bulbs, and electrical systems of the Premises and shall keep the
same in good condition and repair. Landlord shall be under no
obligation to perform any such maintenance or make any such repairs
unless Tenant shall first have made a demand for same. Any maintenance
or repair for which Landlord is obligated to
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perform or make shall be commenced at the earliest practicable time
(not to exceed thirty (30) days from the date of Tenant's demand) and
diligently pursued to completion. Tenant shall be responsible for the
cost of any of the foregoing if such repairs or maintenance were caused
or occasioned by any act or omission of Tenant.
Tenant shall be responsible for all other forms of maintenance of or
repair to the Premises, including without limitation, interior
painting, carpeting, or plate glass replacement. Tenant shall cause the
same to be maintained in good condition throughout the Term. No
alterations shall be made by the Tenant which affects the structure of
the Premises without the prior written consent of the Landlord, which
consent shall not be unreasonably withheld.
(d) Tenant's Obligations: Tenant shall at all times maintain the Premises,
including but not limited to the interior of the building, and
improvements in general, in good repair and tenantable condition.
Tenant is responsible for the disposal of trash created by its
occupancy and operations in the Premises and that which may accumulate
through its related activities in the area adjacent to the Premises.
Trash shall not be allowed to accumulate but shall be disposed of
within a reasonable time by Tenant. In discharging its duty of
maintenance and care throughout the term of the lease, Tenant shall see
that the Premises and all improvements thereon are kept free from waste
or nuisance. Should Tenant neglect reasonably to perform any of its
obligations as set forth in this subparagraph at all times throughout
the term of the Lease, Landlord shall have the right (but not the
obligation) to cause any such obligation to be accomplished, and all
costs reasonably incurred in connection therewith shall be repaid by
Tenant to Landlord as additional rent, due on the next rental
installment date.
(e) Right of Inspection: Tenant shall permit Landlord and his agents to
enter into and upon the Lease Premises at all reasonable times upon
reasonable notice for the following purposes: (i) for the purpose of
inspecting or maintaining the same; (ii) for the purpose of making
repairs, alterations or additions to the Premises, including the
erection and maintenance of such scaffolding, canopies, fences and
props as may be required; and (iii) for the purpose of placing upon the
Premises any usual or ordinary "For Sale" signs, and without any
liability to Tenant for any loss of occupation or quiet enjoyment of
the Premises thereby occasioned. If Tenant shall not be personally
present to open and permit an entry into the Premises, when for any
reason on entry therein shall be necessary or permissible hereunder,
Landlord or its agents may forcibly enter, in the case of emergency
without rendering Landlord or its agents liable to any claim or cause
of action for damages by reason thereof, except where Landlord has been
negligent and without in any measure affecting Tenant's obligations
hereunder. Tenant shall permit Landlord, at any time within one (1)
month prior to the expiration of this Lease, to place upon the Premises
any usual or ordinary "To Let" or "To Lease" signs.
(f) Tenant's Surrender: On the last day of the term hereof, or on any
sooner termination, Tenant shall surrender the Premises to Landlord in
the same condition as when received, broom clean, ordinary wear and
tear excepted. Tenant shall repair any damage to the
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Premises occasioned by the removal of its trade fixtures, furnishings,
and equipment, prior to the expiration or sooner termination of this
Lease. All interior improvements made by Landlord shall remain the
property of Landlord and shall not be removed by Tenant.
6. ALTERATIONS AND IMPROVEMENTS:
(a) Tenant's Expense: Tenant may, from time to time, at its sole cost and
expense, make such alterations, restorations, changes, replacements, or
installations, structural or non-structural (hereinafter collectively
called "Alterations") in, of, or to the Premises as Tenant deems
necessary or desirable for its use of the Premises' provided, however,
that no structural Alteration shall be undertaken by Tenant unless
Tenant shall have received Landlord's prior written approval of plans
and specifications prepared by a registered architect of the proposed
structural Alterations, which approval shall not be withheld or delayed
unless Landlord shall determine in good faith that such proposed
Alterations will adversely affect the fair market value of the Premises
or be detrimental to the structural soundness of the Premises. Tenant,
in making any Alterations, shall use materials equal to or better than
those used in the construction of the Premises and shall comply with
all applicable laws, orders and regulations of federal, state, county
and municipal authorities. Tenant shall obtain or cause to be obtained
all building permits, licenses, temporary and permanent certificates or
occupancy and other governmental approvals which may be required in
connection with the making of Alterations. Landlord shall cooperate
with Tenant in obtaining governmental permits, approvals and
certificates and shall execute any documents required in furtherance of
such purpose. All Alterations and improvements (other than trade
fixtures), once attached to the Premises, shall not be removed by
Tenant, except that any Alterations or Improvements made by Tenant
which are removable without damage to the Premises shall remain the
property of Tenant.
(b) Insurance: Tenant shall obtain, at its sole expense, a policy of
insurance insuring Tenant, Landlord and any other person designated by
Landlord against any and all liability for injury to or death of a
person or persons and for damage to property occasioned by or arising
out of any construction work being done on the Premises. Such insurance
shall provide for liability limits as set forth in Section 8 herein.
7. TAXES:
(a) Personal Property Taxes: During the Term of this Lease, Tenant shall
pay all taxes levied upon any trade fixtures, furnishings, equipment
and all other personal property of Tenant contained in the Premises,
and shall pay all taxes attributable to any leasehold improvements
which may be made to the Premises by Tenant. When possible, Tenant
shall cause said trade fixtures, furnishings, equipment, personal
property and leasehold improvements to be separately assessed. If,
however, any or all of same shall be assessed and taxed with Landlord's
real property, Tenant shall pay to Landlord such taxes as are
attributable to Tenant's trade fixtures, furnishings, equipment,
personal property and
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leasehold improvements within ten (10) days after receipt of notice
from Landlord advising Tenant of the taxes applicable to Tenant's
property.
(b) Additional Taxes: If at any time during the term of this Lease there
shall be assessed or imposed a license fee, tax or assessment measured
by the rent payable under this Lease, then all such taxes, assessments
or fees shall be the obligation of Tenant. Tenant shall pay and
discharge the same as it would the imposition of personal property
taxes under this section.
8. INDEMNITY AND INSURANCE:
(a) Public Liability Insurance: Tenant shall keep or cause to be kept
public liability insurance to afford protection against any and all
claims for damages which may be made by any person or persons alleging
injury or damage in, on, or about the Premises, including any street,
sidewalk, or land abutting the Premises. Such insurance shall provide
for liability limits of not less than $1,000,000.00 for injury or death
to any number of persons in any one occurrence and $100,000.00 for
damage to property in any one occurrence. Such policy shall name
Landlord as an additional insured.
(b) Insurance in Tenant's Fixtures: Tenant shall procure insurance against
loss or damage in an amount not less than the full replacement cost of
(i) Tenant's fixtures, equipment and merchandise which may be from time
to time located in the Building; and (ii) trade fixtures and equipment
of others which are in Tenant's possession and which are located within
the Building; and (iii) the contents of the Building. Such policy shall
name Landlord as an additional insured. As long as this Lease is in
effect, the proceeds from any such policy shall be used only for the
repair or replacement of said fixtures, equipment and merchandise.
(c) Workmen's Compensation Insurance: Tenant shall procure Workmen's
Compensation Insurance for all employees of Tenant engaged on or with
respect to the Premises as required by the laws of the State of
Georgia. Such policy shall name Landlord as an additional insured.
(d) Notice of Cancellation: Each such policy or certificate shall bear an
endorsement to the effect that notice of intention of cancellation
thereof shall be given to Landlord at least ten (10) days prior to the
effective date of any such cancellation.
(e) No Forfeiture Provision: Each such policy or certificate shall to the
extent obtainable contain a provision that no act or omission of Tenant
which would otherwise result in forfeiture or reduction of the
insurance therein provided shall effect or limit the obligation of the
insurance company to pay the amount of any loss sustained.
(f) Proof of Coverage: upon the execution of this Lease and thereafter not
less than thirty (30) days prior to the expiration date of each
required policy, Tenant shall deliver to Landlord a certified copy of
each such policy (or with the consent of Landlord, in the case
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of liability insurance, a certificate of the insurer reasonably
satisfactory to Landlord) bearing a notation evidencing the payment of
the premium or accompanied by other evidence reasonably satisfactory to
Landlord of such payment.
(g) List of Insurance Policies: Tenant shall furnish Landlord annually, or
more often if Landlord shall so request, a certificate signed by an
authorized officer of Tenant containing a detailed list of the
insurance policies then outstanding and in force on the Premises and
stating that such insurance complies with the requirements of this
Article.
(h) Tenant's Default: Tenant covenants to pay all premiums with respect to
all such insurance as the same falls due. Should Tenant fail to keep in
effect, maintain or renew any insurance provided for in this Article or
to pay the premium therefore, or to deliver to Landlord any of such
policies or certificates required by this Article, Landlord at its
option, but without obligation to do so, may procure such insurance and
charge Tenant with the cost and premiums therefore.
(i) Indemnification: Tenant does hereby agree to protect, indemnify,
defend, save and hold Landlord harmless from and against any and all
liability for damages to person or property arising out of or in any
way related to Tenant's use of the Premises, or Tenant's failure to
keep and maintain the Premises, or Tenant's non-observance of any law,
ordinance or regulation applicable to the Leased Premises. The
foregoing shall be absolute and shall not be impaired or dismissed by
any obligation to maintain insurance under this Lease Agreement. This
Section shall not inure to the benefit any insurer or underwriter of
any policy required hereunder.
9. UTILITIES AND SERVICES:
(a) Landlord shall pay all charges for cooling, heat, and electric current,
used in or on the Premises, up to $1.50 per square foot of the occupied
Premises on an annualized basis. Tenant shall reimburse Landlord, as
billed, for all charges which exceed these maximum amounts.
10. DAMAGE OR DESTRUCTION:
In the event that the Premises are damaged or destroyed by fire, storm
or other casualty so that fifty percent (50%) or more of the Premises
shall be rendered untenantable or unusable, payments of Rent may be
discontinued, at the option of the Tenant, until the Premises may be
rebuilt or restored to their former condition. The determination
whether the Premises shall be rebuilt or restored shall rest solely
with the Landlord, which determination Landlord shall make as soon as
practicable but in no event later than ninety (90) days following the
date of occurrence that renders such portion of the Premises
untenantable or unusable.
Should Landlord decide not to rebuild or restore, then this Lease shall
terminate and neither party shall be further obligated to the other
except that Tenant shall be responsible
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to pay Landlord all Rent for the current Lease Year owed to Landlord up
to the date of such termination, plus such amount or amounts as may be
owed to Landlord on termination, for which Tenant is responsible under
any provision of this Lease, including without limitation, unpaid rent
attributable to any prior period. Should Landlord decide to rebuild or
restore, then any such rebuilding or restoration shall be commenced as
quickly as possible and diligently pursued to completion.
In the event that the Premises are damaged or destroyed by fire, storm
or other casualty so that less than fifty percent (50%) of the Premises
shall be rendered untenantable or unusable, then payment of Rent may be
reduced, at the option of Tenant, in the same proportion as the number
of square feet of the Premises which is untenantable or unusable bears
to the total number of square feet of Premises which existed prior to
the loss or destruction. If less than fifty percent (50%) of the
Premises is damaged or destroyed, Landlord shall rebuild or restore the
Premises to its former condition, unless the portion of the Premises
untenantable or unusable occurs during the last Lease term of the
Lease.
11. CONDEMNATION:
(a) Complete Taking: If at any time during the Term, title to the entire
Premises should become vested in a public or quasi-public authority by
virtue of the exercise of a taking by condemnation or the right of
eminent domain, or by voluntary transfer from Landlord under threat of
such taking, or in the event that title to a portion of the Premises
should be so taken or transferred rendering continued use by Tenant
commercially impossible, then this Lease shall terminate as of the time
of vesting of title, after which neither party. shall be further
obligated to the other except that Tenant shall be responsible to pay
Landlord all rent for the current Lease Year owed to landlord up to the
date of such termination, plus such amount or amounts as may be owed to
Landlord on account of any matter, event or occurrence, antedating such
termination, for which Tenant is responsible under any provision of
this Lease, including without limitation, unpaid rent attributable to
any prior period.
(b) Partial Taking: In the event of a partial taking or transfer in lieu
thereof involving fifty percent (50%) or more of the Premises, Tenant
shall have the option to terminate this Lease, and if exercised,
neither party shall be further obligated to the other, except that
Tenant shall be responsible to pay Landlord rent for the current Lease
Year owed to Landlord up to the date of such partial taking or transfer
in lieu thereof, plus such amount or amounts as may be owed to Landlord
on account of any matter, event or occurrence, antedating such partial
taking or transfer in lieu thereof for which Tenant is responsible
under any provision of this Lease, including without limitation, unpaid
rent attributable to any prior period.
In the event of a partial taking or transfer in lieu thereof of less
than fifty percent (50%) of the Premises, payments of rent may be
reduced, at the option of Tenant, in the same proportion as the number
of square feet of the Premises taken or transferred bears to the
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total number of square feet of the Premises prior to the taking or
transfer in lieu thereof. In all other respects this Lease shall be
unaffected.
(c) Condemnation Award: In the event of any such taking or transfer in lieu
thereof, whether for the entire Premises or a portion thereof, it is
expressly agreed and understood that all sums awarded, allowed or
received in connection with the loss of fee simple title to the
Premises or a portion thereof shall belong to Landlord, and Tenant
shall have no claim thereto or interest therein. Provided, however, the
foregoing shall not prevent Tenant from seeking compensation in its own
name and behalf for the loss of its right to use and occupy the
Premises under this Lease.
12. SUBLETTING AND ASSIGNMENT:
Tenant shall not assign this Lease or any interest therein, either
voluntarily or by operation of law, and shall not sublet the Premises
or any part thereof, without the prior written consent of Landlord,
which consent will not be unreasonably withheld. In the event of
assignment, Tenant shall remain responsible for the performance of all
obligations of any subsequent tenant pursuant to this Lease. Any such
assignment, or subletting, without such written consent first had and
obtained, shall be void, and shall, at the option of Landlord,
terminate this lease.
13. DEFAULT:
(a) Events of Default: The occurrence of any of the following shall
constitute a material default and breach of the Lease ("Event of
Default") by Tenant:
(i) Any failure by Tenant to pay the basic rental or any other payment
required to be made by the Tenant hereunder when due, or
(ii) The abandonment or vacating, in whole or in part, of the Premises by
Tenant, or
(iii) Failure to discharge any lien filed against the Premises on Tenant's
account which failure shall continue uncured for thirty (30) days after
Tenant's actual notice of its filing, or
(iv) A failure by Tenant to observe and perform any other provision of this
Lease to be observed or performed by Tenant, which failure shall
continue for twenty (20) days after written notice thereof by Landlord
to Tenant- provided, however, that if the nature of such default is
such that the same cannot reasonably be cured within such 20-day
period, Tenant shall not be deemed to be in default if Tenant shall
within such period commence such cure and thereafter diligently
prosecute the same to completion, or
(v) The making by Tenant of any general assignment for the benefit of
creditors; the filing by or against Tenant or any guarantor of Tenant
of a petition to have Tenant or any guarantor of Tenant adjudged a
bankruptor of a petition for reorganization or arrangement under any
law relating to bankruptcy (unless, in the case of a petition filed
against Tenant or
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any guarantor, the same is dismissed within sixty (60) days) the
appointment of a trustee or receiver to take possession of
substantially all of Tenants' assets located at the Premises or of
Tenant's interest in this Lease, where such seizure is not discharged
within thirty (30) days.
(b) Remedy upon Default: Upon the occurrence of any event of default,
Landlord may exercise any one or more of the following remedies, it
being agreed that pursuit of any other remedy or remedies herein
provided or provided by law, and that any of such remedies may be
pursued regardless of whether or not the default continues to exist and
whether or not Landlord accepts or has accepted Rent subsequent to the
occurrence of such default; (1) Terminate this Lease by giving notice
to Tenant, in which event Tenant shall immediately surrender possession
of the Premises and repossess itself thereof. Landlord may use such
force as may be necessary, without being guilty of trespass, forcible
entry, detainer or other tort. Tenant shall have, subject to any claims
of Landlord, thirty (30) days thereafter to remove any personal
property belonging to Tenant which remains on the Premises, and
thereafter, all such personal property remaining on the Premises shall
become the property of Landlord; or (2) with or without terminating
this Lease, and without notice to Tenant, enter upon the Premises or
any part thereof, change the locks and relet the Premises, without
advertisement, by private negotiations, and for any term and rental
rate which Landlord in its sole discretion determines. Tenant shall be
liable to Landlord for all rent due hereunder and for all of Landlord's
reasonable costs and expenses, including attorney's fees and real
estate commissions in connection with any reletting, and all costs
needed to bring the Premises into similar condition as existed at the
time this Lease was executed, normal wear and tear excepted. Upon each
such reletting, all rentals received by Landlord from such reletting
shall be applied or attributed firstly to the payments of any
indebtedness other than Rent due hereunder; secondly, to the payment of
any brokerage fees and attorneys' fees and of the costs of any repairs
for which Tenant is responsible; and thirdly to the payment of Rent due
and unpaid hereunder; and the residue, if any, shall be held by
Landlord and applied in payment of future Rent as the same may come due
and payable hereunder. If, during any month hereunder, the net amount
of reletting rentals received which are attributed to Rent due from
Tenant hereunder shall be less than the total amount of the Rent
required-to be paid by Tenant during that month, then Tenant shall pay
any such deficiency to Landlord, such deficiency to be calculated and
paid monthly. No such reentry or taking of possession of the Premises
by Landlord shall be construed as an election on its part to terminate
this Lease for such previous breach if not by that time cured; or (3)
Landlord may, at his option and not withstanding any other provisions
or remedies available to Landlord herein, terminate the Lease Agreement
and receive as liquidated damages from Tenant the present cash value of
all remaining monies owed to Landlord for the term of the Lease
Agreement; or (4) pursue any and all other rights and remedies
available at law or in equity.
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14. TENANT'S BANKRUPTCY
In addition to Landlord's remedies under Xxxxxxxxx 00, Xxxxxxxx may, at
its sole discretion and without further notice, invoke the following
provisions-
(a) Upon Tenant's bankruptcy, this Lease and all rights of Tenant hereunder
shall automatically terminate with the same force and effect as if the
date of such event were the date stated herein for the expiration of
the Term, and Tenant shall vacate and surrender the Premises, but shall
remain liable as herein provided. Landlord reserves any and all
remedies; provided herein or at law or in equity.
(b) If this Lease is not terminated in accordance with subsection 15(a)
above because such termination is not allowed under the Bankruptcy
Code, upon the filing of a petition by or against Tenant under the
Bankruptcy Code, Tenant, as Debtor or Debtor in Possession, or any
trustee who may be appointed, agree: (1) to perform promptly each and
every obligation of Tenant under this Lease until such time as it is
assumed or rejected by operation of law; (2) to pay monthly in advance
on the first day of the month as reasonable compensation for the use
and occupancy of the premises an amount equal to the monthly Rent, (3)
to reject or assume this Lease within sixty (60) days of the filing of
a petition under Chapter 7 of the Bankruptcy Code or within thirty (30)
days of the filing under any other Chapter; (4) to give Landlord thirty
(30) days written notice of any proceeding relating to the assumption
or rejection of this Lease, or any abandonment of the Premises by
Tenant, such abandonment to be deemed conclusively a rejection of the
Lease; (5) to be deemed to have and (6) to have consented to the entry
of any order by the appropriate United States Bankruptcy Court
providing all of the above, waiving notice and hearing of the entry of
same.
15. RULES AND REGULATIONS:
Tenant's use of the Leased Premises shall be subject, at all times
during the term of this Lease, to Landlord's right to adopt from time
to time, modify, and/or rescind reasonable rules and regulations not in
conflict with any of the express provisions hereof governing the use of
the signs, exteriors or buildings, lighting and other matters affecting
other tenants in and the general management and appearance of the
building of which the Leased Premises are a part, but no such rule or
regulation shall discriminate against Tenant. Tenant agrees to comply
with all such rules and regulations upon Notice to Tenant from
Landlord. Tenant expressly agrees as follows:
(a) No radio or television aerial or other similar devise shall be erected
on the roof or exterior walls of the Leased Premises or the building in
which the Leased Premises are located without first obtaining in such
instance the Landlord's consent in writing. Any aerial so installed
without such written consent shall be subject to removal at Tenant's
expense without notice at any time. Tenant shall bear full
responsibility for the proper installation and maintenance of said
aerial, and shall be liable to Landlord for any costs associated
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with correcting or repairing any damage to the Premises which is
attributable to the use, installation, or maintenance of the aerial.
(b) Tenant shall keep the inside of the Leased Premises at a temperature
sufficiently high to prevent freezing of water in pipes and fixtures
inside the Leased Premises, and shall be responsible for the cost of
repairs for any damage caused by Tenant's failure to abide by this
rule.
(c) The plumbing facilities shall not be used for any other purpose other
than that for which they are constructed, and no foreign substance of
any kind shall be thrown therein, and the expense of any breakage,
stoppage, or damage resulting from a violation of this provision shall
be borne by Tenant.
(d) Tenant shall keep and maintain the Leased Premises (including, without
limitation, exterior and interior portions of all windows, doors and
all other glass) in a neat and clean condition and in accordance with
the general character of the building.
(e) Tenant shall pay before delinquency all license or permit fees and
charges of a similar nature for the conduct by Tenant, or for
concessionaire, or any business or undertaking authorized herein to be
conducted in the Leased Premises.
(f) Tenant shall not perform any act or carry on any practice which may
damage, mar or deface the Leased Premises or any other part of the
building.
(g) Tenant shall not place a load on any floor in the interior delivery
system, if any, or in the Leased Premises, or in any area of the
building, except the floor are foot which such floor was designed to
carry or install, operate or maintain therein any heavy item equipment
except in such manner as to achieve a proper distribution of weight.
(h) Tenant shall not install, operate or maintain in the Lease or in any
other area of the building, any electrical equipment which does not
bear underwriters' approval, or which would overload the electrical
system, or any part thereof, beyond its capacity for proper and safe
operation as determined by Landlord.
(i) Tenant shall not suffer, allow or permit vibration, noise, light, odor
or other effect to emanate from the Leased Premises, or any machine or
other installation therein, or otherwise suffer, allow or permit the
same to constitute a nuisance or otherwise interfere with the safety,
comfort or convenience of Landlord or any of the other occupants of the
building or their customers, agents or invitees or any others lawfully
in or upon the building. Upon notice by Landlord to Tenant that any of
the aforesaid is occurring, Tenant agrees to forthwith remove or
control the same.
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16. FORCE MAJEURE:
If either party hereto shall be delayed or hindered in or prevented
from the performance of any act required hereunder by reason of
strikes, lockouts, labor trouble, inability to procure material,
failure of power, restrictive governmental laws or regulations, riots,
insurrection, war or other reason of a like nature not the fault of the
party delayed in performing work or doing acts required under this
Lease, the period of the performance of any such act shall be extended
for a period equivalent to the period of such delay. Notwithstanding
the foregoing, the provisions of this section shall at no time operate
to excuse Tenant from any obligation for payment of rent, or any other
payments required by the terms of the Lease when the same are due, and
all such amounts shall be paid when due.
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17. SUCCESSORS AND ASSIGNS:
The terms and conditions herein contained shall inure to the benefit of
and be binding upon Landlord and Tenant, and their respective heirs,
successors, executors, administrators, and assigns.
18. NOTICES:
All communications, notices, and demands of any kind required under
this Lease, shall be made in writing and sent by registered or
certified mail, return receipt requested, to the following addresses:
to Landlord: Southpoint Building, LLC and Southpoint Building, LLC
Post Office Box 8807 Attn.: Xxxxxxx X. Xxxxxxxx
Xxxxxxxx, Xxxxxxx 00000 000 Xxxx Xxx Xxxxxx
Xxxxxxxx, Xxxxxxx 00000
to Tenant: C&S Bancorporation, Inc.
Attn.: Xxxxx X. Xxxxxx, President
000 Xxxx Xxxxxxxxx Xxxxx 000X
Xxxxxxxx, Xxxxxxx 00000
Either party may change its address by giving the other party written
notice of its new address as herein provided.
19. SIGNS:
Tenant shall have the right to erect a sign on the exterior of the
Building, such sign to be securely attached and parallel to said
exterior wall, provided, however, that any sign erected by Tenant shall
be in keeping with the customary trade signs identifying the business
of the Tenant. Tenant must receive Landlord's prior written approval of
any signs to be placed on the exterior walls of the Building, which
approval shall not unreasonably be withheld. The erection of any signs
by Tenant shall be subject to and in conformance with all applicable
laws, zoning ordinance, and building restrictions or covenants on
record, and in no event shall any restriction of Landlord be more
restrictive than the applicable laws and ordinances. On or before
termination of this Lease, Tenant shall, with the prior written consent
of the Landlord, remove any and all signage from Premises and Building
and shall repair any damage or disfigurement, and close any holes,
caused by such removal. Should Tenant fail to remove said signs within
said period of time, Landlord may remove and dispose of said signs and
Tenant shall be responsible to Landlord for the cost of removal and
disposition of said signs.
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20. SUBORDINATION AND ATTORNMENT:
(a) Tenant's rights hereunder shall be subject to any mortgage or deed to
secure debt conveying the Premises which now exist or may hereafter be
granted Landlord.
(b) In the event Landlord shall hereafter assign his interest in the Lease
as collateral security for a loan, Tenant agrees that it will, upon the
request of Landlord, execute an adornment agreement with the Landlord's
assignee, under which Tenant will recognize the assignee as Landlord in
all respects, provided that the assignee shall agree in writing to
recognize the validity of the Lease so long as Tenant is not in default
hereunder.
21. MODIFICATION AND WAIVER:
(a) Modification: No modification of or amendment to this Lease shall be
binding unless contained in a writing signed by both the Landlord and
the Tenant.
(b) Waiver: The failure by Landlord, whether once or more than once, to act
upon a specific breach of any term, covenant or condition contained in
this Lease shall not be deemed to be a waiver of such term, covenant or
condition nor of any subsequent breach of the same or any other term,
covenant or condition herein contained. Any subsequent acceptance of
rent hereunder by Landlord shall not be deemed to be a waiver of any
preceding breach by Tenant of any term, covenant or condition of this
Lease other than the failure of Tenant timely to pay the particular
rent so accepted, regardless of Landlord's knowledge of such preceding
breach at the time of acceptance of such rent. No covenant, term or
condition or the Lease shall be deemed to have been waived by Landlord
unless such waiver shall be specifically expressed in writing by
Landlord.
22. ATTORNEY'S FEES:
If either party commences an action against the other to enforce any of
the terms hereof or because of the breach by either party of any of the
terms hereof, the losing party shall pay to the prevailing party
reasonable attorney's fees and expenses. If the action is to collect
outstanding or delinquent rent or other amounts owed pursuant to the
terms of the Lease, the losing party shall pay attorneys' fees in an
amount equal to fifteen percent (15%) of the amount owed. The right to
such attorneys fees and expenses shall be deemed to have accrued upon
the commencement of such action and shall be enforceable whether or not
such action is prosecuted to judgment.
23. MISCELLANEOUS PROVISIONS:
(a) Governing Law: This Lease is a Georgia contract and shall be construed
and enforced in accordance with the laws of the State of Georgia.
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(b) Severability: If any provision of this Lease shall be declared invalid
or unenforceable for any reason by a court of competent jurisdiction,
the parties declare that it shall be severable, and that all remaining
provisions of this Lease shall remain in full force and effect.
(c) No Estate- This Lease does not convey to or create in the Tenant any
interest or estate in the Premises, Tenant's sole rights with respect
to the Premises being as set forth in this Lease.
(d) Time of the Essence: Time is of the essence of this Lease.
(e) Prior Agreements: This Lease defines the rights, duties and obligations
of the parties with respect to the Premises and supersedes all prior
agreements and understandings between the parties with respect to the
Premises.
(f) Quiet Enjoyment.- Landlord warrants that it has the full right and
power to execute and perform this Lease and to grant unto Tenant the
rights with regard to the Premises granted in this Lease to Tenant, and
that the quiet and peaceable enjoyment of such right by Tenant, on
payment of the Rent and performance of the covenants contained herein
by Tenant, shall go and remain undisturbed by Landlord or anyone
claiming by, through or under Landlord.
(g) Recording of Lease: Landlord and Tenant agree that this Lease shall not
be recorded; provided, however, upon the request of either party, the
other party shall join in the execution of a Memorandum of the Lease
for the purpose of recording same. The Memorandum shall describe the
parties, the demised Premises, the term of the Lease and shall
incorporate the Lease by reference.
(h) Counterparts: This instrument may be executed in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
(i) With ten (10) days after receipt, Landlord and Tenant shall advise the
other party in writing, and provide the other with copies of (as
applicable), any notices alleging violation of the Americans with
Disabilities Act of 1990 ("ADA") relating to any portion of the
Property or of the Premises; any claims made or threatened in writing
regarding noncompliance with the ADA and relating to any portion of the
Property or of the Premises; or any governmental or regulatory actions
or investigations instituted or threatened regarding noncompliance with
the ADA and relating to any portion of the Property or the Premises.
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IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease Agreement to be
duly executed as of the day and year first above written.
LANDLORD: SOUTHPOINT BUILDING, LLC by February 10, 2001
-----------------
Date
/s/ Xxxxxx X. Xxxx, Xx. (L.S.)
----------------------------------------
Xxxxxx X. Xxxx, Xx., Manager
/s/ Witness
----------------------------------------
Witness
TENANT: C&S BANCORPORATION, INC. by /s/ February 12, 2001
---------------------
Date
/s/ Xxxxx X. Xxxxxx (L.S.)
----------------------------------------
Xxxxx X. Xxxxxx, President
/s/ Witness
----------------------------------------
Witness
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