EXHIBIT 10.2
AGREEMENT TO SUBLEASE, DATED SEPTEMBER 9, 1996,
BETWEEN ATLANTA GAS LIGHT COMPANY
AND DECATUR FIRST BANK GROUP, INC.
STATE OF GEORGIA
COUNTY OF DEKALB
AGREEMENT OF SUB-LEASE
----------------------
THIS AGREEMENT OF SUB-LEASE, made and entered into this 9th day of
---------
Sept. , 1996 by and between ATLANTA GAS LIGHT COMPANY, a Georgia Corporation,
--------
hereinafter sometimes referred to as Sub-Lessor, which expression or
substituted expression shall include its agents, employees, successors, and
assigns, and Decatur First Bank Group, Inc., a Georgia Corporation, hereinafter
sometimes referred to as the Sub-Lessee, which expression or a substituted
expression shall include its successors and assigns;
WITNESSETH THAT:
---------------
1.
PREMISES
--------
Sub-Lessor leases to Sub-Lessee and Sub-Lessee hires from said Sub-Lessor
the following described property, hereinafter referred to as the "Premises", to
wit:
(a) All those tracts or parcels of land, including all improvements
thereon, lying and being in the City of Decatur, State of
Georgia, being in Land Xxx 000 xx xxx 00xx Xxxxxxxx xx Xxxxxx
Xxxxxx and being more particularly described in Exhibit "A"
attached hereto and by reference included herein.
2.
TERM
----
TO HAVE AND TO HOLD the premises with all the rights, privileges, easements
and appurtenances thereto for a term of Nine (9) months beginning on the 1st
day of September, 1996 and ending on May 31, 1997, unless terminated as
hereinafter provided.
3.
RENT
----
The Sub-Lessee hereby covenants, conditions and agrees to pay the Sub-
Lessor base rent in the sum of:
$3,200.00 per month, September 1, 1996 through May 31, 1997
4.
ADDITIONAL RENT
---------------
Intentionally Deleted
5.
UTILITY BILLS
-------------
Sub-Lessee hereby covenants and agrees to pay and be liable for all
charges and taxes incurred for light, heat, power, water, sanitary service and
refuse pickup, and all other utility charges arising out of the use of the
Premises during the existence of this Sub-Lease.
6.
SECURITY DEPOSIT
----------------
Security deposit shall be an amount equal to Three Thousand Two
Hundred Dollars ($3,200.00) payable prior to the date of occupancy. The
security deposit shall be refunded to Sub-Lessee within thirty (30) days
following the termination hereof after first deducting the costs for repairs
required by Lessor, if any, caused by Sub-Lessee.
7.
USE OF PREMISES
---------------
The Sub-Lessor hereby covenants and agrees that during the existence
of this Lease, the Premises may be used and occupied by the Sub-Lessee for use
as a General Banking Facility.
8.
REPAIR
------
Except for the repair and maintenance of the chiller plant, including
chiller, cooling tower, pump and piping, Sub-Lessee shall be responsible for
all interior maintenance and repairs. Sub-Lessee, at its own cost and expense,
shall perform such maintenance, repairs and replacements as are required to
keep the Premises in good order in accordance with the obligations of the Sub-
Lessor under the Prime Lease, as defined in Paragraph 23 below. Provided
however, Sub-Lessor shall, prior to September 1, 1996, inspect the heating
venting and air conditioning system (HVAC) and make any repairs required.
9.
ALTERATION OF PREMISES
----------------------
Sub-Lessee, only after having Lessor's written approval, shall have
the right and privilege to make and perform any changes and alterations on the
Premises which do not damage the
foundations and load bearing walls of the Premises. Sub-Lessor hereby agrees
that Sub-Lessee shall not be required to restore the changes on the Premises to
their original condition or plan at any time or instance during the existence
of this Sub-Lease or upon termination thereof unless said changes are required
by Lessor. Sub-Lessee shall provide Sub-Lessor with a copy of all
correspondence between Sub-Lessee and Lessor including drawings of all changes
made to the Premises.
10.
CONDEMNATION
------------
The parties hereby covenant and agree that if the whole of the
Premises, or such portion thereof as will make the Premises unusable for the
purposes herein leased, be condemned by any legally constituted authority for
any public use or purpose, then in either of said events, this Sub-Lease shall
terminate from the time when possession thereof is abandoned by the Sub-Lessee
after being taken by such authority and rental shall be accounted for as
between the parties as of that date. It is provided, however, that this Sub-
Lease shall not terminate if only a portion of the Premises is so taken and
Sub-Lessee elects to continue in possession of the remainder of the Premises
under the terms of this Sub-Lease. In such event, the rent herein reserved
shall be adjusted in such fair proportion as said partial taking may affect the
use of the Premises by Sub-Lessee.
Should any condemnation result in termination of this Lease under the
terms and conditions above stated, such termination shall be without prejudice
to the rights of either party to recover compensation and damage caused by
condemnation from the condemnor. It is hereby understood and agreed that
neither party shall have any rights in any award made to the other by any
condemning authority.
11.
INDEMNITY
---------
Sub-Lessee agrees to indemnify and save harmless the Sub-Lessor and
the Lessor under the Prime Lease, as described in Paragraph 23 below against
all claims for damages or injury to persons and property, and all expenses
incurred by them, including reasonable attorney's fees, caused by or resulting
from the act or neglect of Sub-Lessee, its agents, employees or invitees, or
arising from the use or occupancy of the Premises by Sub-Lessee, its agents,
employees or invitees. Sub-Lessee shall maintain comprehensive general
liability insurance with limits of at least one million dollars per occurrence.
Such policy shall be provided by an insurer deemed acceptable to Sub-Lessor and
shall name Sub-Lessor as an additional insured. Such policy shall provide a
waiver of subrogation in favor of Sub-Lessor. Prior to commencing the term of
this Sub-Lease and annually thereafter, Sub-Lessee shall provide Sub-Lessor
with a certificate of insurance evidencing such coverage.
12.
DEFAULTS
--------
It is further covenanted and agreed that in case, at any time, Sub-
Lessee shall default in the payment of any of the rent herein specified upon
the date the same shall become due and payable, and such default shall continue
for a period of ten (10) days after notice in writing of such default to said
Sub-Lessee from SubLessor; or in case of any default occurring in relation to
or in connection with any other of the covenants, duties and obligations
hereunder to be kept and performed by Sub-Lessee, and such default shall
continue for thirty (30) days after similar written notice to Sub-Lessee; or if
Sub-Lessee causes any lien to be placed against the Premises and does not cure
the same within thirty (30) days after notice from Sub-Lessor to Sub-Lessee
demanding cure; then, and in any of said events, Sub-Lessor at its option may
terminate this Sub-Lease by written notice to Sub-Lessee, whereupon this Sub-
Lease shall end, and Sub-Lessor may enter into and take possession of said
demised Premises. In the event of default of payment of monthly rent as herein
described, and in addition to the foregoing, if a rental payment is not
received within ten days after the due date, on the 11th day interest will
begin to accrue on the unpaid balance on a per diem basis at the lesser of the
rate of either 18 percent per annum until paid, or at the highest legal rate of
interest.
13.
ASSIGNMENT AND SUBLETTING
-------------------------
Sub-Lessee may assign this Sub-Lease, or sublet Premises or any part
thereof, only after having first obtained the written consent of Sub-Lessor and
Lessor (Xxxxxx X. Xxxxxxxx), provided, that such consent will not be
unreasonably withheld. It is agreed and understood, however, that no
assignment or sub-lease shall relieve Sub-Lessee of any financial liability or
other obligation hereunder. Sub-Lessee agrees not to assign or sub-lease
Premises to anyone who will create a nuisance or trespass, nor use the Premises
for any illegal purpose, nor in violation of any valid regulations of any
governmental body, nor in any manner to vitiate the insurance. Sub-Lessee
agrees that any increase in Sub-Lessor's insurance premium caused by occupancy
of any sub-tenant will be paid by Sub-Lessee.
14.
RIGHTS CUMULATIVE
-----------------
All rights, powers and privileges conferred hereunder upon the
parties shall be cumulative but not restrictive to those given by law.
15.
SUBORDINATION
-------------
Sub-Lessee's rights shall be subject to any mortgage or indenture
which may hereafter be placed upon the Premises by Lessor under the Prime Lease
as defined in Paragraph 23 below, and Sub-Lessee agrees to execute and deliver
such documentation as may be required by any
such mortgage to effect any such subordination within ten (10) days of receipt
of the same. Provided, however, Sub-Lessee's rights under this Sub-Lease shall
not be disturbed by any such subordination as long as Sub-Lessee is in
compliance with the terms of this SubLease.
16.
TIME OF THE ESSENCE
-------------------
Time is of the essence of this Agreement.
17.
WAIVER OF RIGHTS
----------------
No failure of Sub-Lessor to exercise any power given to Sub-Lessor
hereunder, or to insist upon strict compliance by Sub-Lessee with its
obligations hereunder, and no custom or practice of the parties at variance
with the terms hereof shall constitute a waiver of Sub-Lessor's right to demand
exact compliance with the terms hereof.
18.
EXTERIOR SIGNS
--------------
Sub-Lessee shall have the right, with prior written consent from
Lessor, to use the exterior of the building, for the purpose of attaching
thereto or erecting thereon a sign or signs advertising its business, provided
such sign or signs shall not substantially damage the building; provided,
further, that any sign so attached or erected shall be made and maintained in
conformity and compliance with all applicable laws, ordinances and governmental
regulations governing the same, and the Sub-Lessee shall be responsible to Sub-
Lessor for any damage caused by the installation, use, or maintenance of said
signs. Upon the termination of this Lease or upon the removal of such sign or
signs, any defacement or damage to the exterior of the building caused by said
sign or signs shall be repaired promptly by the Sub-Lessee. Sub-Lessee shall
provide Sub-Lessor with a copy of all correspondence between Sub-Lessee and
Lessor including drawings of all changes made to the Premises.
19.
VIEWING PREMISES
----------------
It is agreed and understood that the Sub-Lessor may, at any
reasonable time or times during the existence of this lease, enter to view the
Premises.
20.
INSURANCE
---------
Sub-Lessee will reimburse Lessor under the Prime Lease, as defined in
Paragraph 23 below, for any increase in the insurance premium of Lessor under
Prime Lease caused by the
occupancy of Sub-Lessee over the amount of Lessor's insurance premium payable
during the base year of 1996. Sub-Lessee shall carry at Sub-Lessee's sole cost
and expense insurance coverage on all equipment, fixtures and appliances of
Sub-Lessee.
21.
SEVERABILITY
------------
If any term, covenant or condition of this Sub-Lease or the
application thereof shall to any extent be invalid or unenforceable, the
remainder of this Sub-Lease shall not be affected thereby, and each term,
covenant or condition of this Sub-Lease shall be valid and enforceable to the
fullest extent permitted by law. This Sub-Lease shall be governed by and
construed in accordance with the laws of the State of Georgia.
22.
NOTICES
-------
Any notice given pursuant to this Sub-Lease Agreement shall be in
writing and sent by certified mail to:
Sub-Lessor: Facilities Manager
Atlanta Gas Light Company
0000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
or at such other address as Sub-Lessor may hereafter designate in writing to
Sub-Lessee.
Sub-Lessee: Xx. Xxxx X. Xxxxxx-President
Decatur First Bank Group, Inc.
000 Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
23.
PRIME LEASE
-----------
This Sub-Lease is expressly subject to and inferior to the Prime
Lease, attached hereto as Exhibit "B" and made a part hereof. The provisions
of the Prime Lease pertaining to the Sub-Leased Premises are incorporated by
this reference into this Sub-Lease as fully as if completely restated herein.
Sub-Lessee shall be bound by all of the provisions of the Prime Lease
pertaining to the Sub-Leased Premises and shall perform all of the obligations
and responsibilities that Sub-Lessor undertakes toward Lessor under the Prime
Lease, pertaining to the Sub-Leased Premises, with exception only to the
property taxes and insurance. In the event of any conflict between this Sub-
Lease and the terms of the Prime Lease, the Prime Lease shall control.
24.
CONTINGENCY
-----------
This Sub-Lease is contingent upon Sub-Lessor obtaining approval from
the Prime Lease Lessor to sub-lease the Premises to Sub-Lessee.
25.
SPECIAL CONSIDERATION
---------------------
Sub-Lessor hereby warrants to Sub-Lessee, provided Sub-Lessee
fulfills all Sub-Lessee obligations herein, Sub-Lessor will not exercise any
renewal rights provided in the Prime Lease.
THIS SUB-LEASE AGREEMENT contains the entire agreement of the parties hereto,
and no representations, inducements, promises or agreements or otherwise,
between the parties, not embodied herein, shall be of any force or effect.
IN WITNESS WHEREOF, the Sub-Lessor has hereunto set its hand and seal, and the
Sub-Lessee has caused these presents to be executed, and its seal hereto
attached, by its proper governing officers thereunto duly authorized, this
instrument being thus signed and sealed by the parties on the day and year
first above written.
SUB-LESSOR:
Signed, sealed and delivered as to
Sub-Lessor in the presence of: ATLANTA GAS LIGHT COMPANY
/s/ BY:/s/ Xxxxxx X. Xxxxx Xx.
------------------------------- -------------------------------------
Witness
TITLE Vice President Operations Support
------------------------------- ----------------------------------
Witness
SUB-LESSEE:
Signed, sealed and delivered as to
Sub-Lessee in the presence of: DECATUR FIRST BANK GROUP, INC.
/s/ M. Xxxxxxx Xxxxxxx BY:/s/ Xxxx X. Xxxxxx
------------------------------- -------------------------------------
Witness
/s/ TITLE President
-------------------------------- -----------------------------------
Witness
EXHIBIT "A"
All that tract or parcel of land lying and being in Land Xxx 000 xx xxx 00xx
Xxxxxxxx xx XxXxxx Xxxxxx, Xxxxxxx and being more particularly described as
follows:
BEGINNING at a point at the intersection of the southwest right of way of
Beaumont Street and the southeastern right of way of Xxxxxxx Xxxxxx; run thence
150.67 feet in a southeastern direction along said southwest right xx xxx xx
Xxxxxxxx Xxxxxx to a point, said line having a tangent distance of 150.55 feet
from said point; run thence 27.37 feet along the rights xx xxx xx Xxxxxxxx
Xxxxxx and Xxxxxx Street to a point on the western right of way of Xxxxxx
Street, said point being 25.28 feet as measured along a tangent line having an
interior angle of 146 degrees 12'10" with the aforesaid tangent line; run
thence in a southwestern direction following the right of way of Xxxxxx Street
138.08 feet to a point, said point being 137.47 feet from the last point as
measured along a chord line having an interior angle of 150 degrees 10'30" with
the last mentioned tangent line; run thence 4.9 feet in a westerly direction
along a line having an exterior angle of 252 degrees 49'40" with the last
mentioned tangent line to a point; run thence in a southerly direction
following the right of way of Xxxxxx Street 30.12 feet to a point, said point
being 30.11 feet from the last point as measured along a chord line having an
exterior angle of 94 degrees 53'30" with the last line run; thence run in a
westerly direction 3.2 feet along a line following the southern right xx xxx xx
Xxxxxxxxxx Xxxxxx to a point, said line having an exterior angle of 265 degrees
06'30" with the last mentioned chord line; run thence in a southerly direction
190.5 feet along the right of way of Xxxxxx Street along a line having an
exterior angle of 87 degrees 22'20" with the chord line last mentioned to a
point; run thence west 100 feet to a point located 30 feet north of the north
side of an alley; run thence northerly 190.5 feet along a line having an
interior angle of 269 degrees 44'30" with the line last run to a point on the
southern right of way of Xxxxxxxxxx Street, said point being 194.0 feet east
from the present location of Xxxxx de Xxxx Place, as measured along Xxxxxxxxxx
Street; run thence 25.2 feet easterly along the southern right xx xxx xx
Xxxxxxxxxx Xxxxxx along a line having an interior angle of 87 degrees 23'30"
with the line last run to a point; run thence 30.0 feet northerly along the
eastern right of way of Xxxxxxx Xxxxxx along a line having an interior angle of
270 degrees 00'00" to a point; run thence 260.0 feet in a northern direction
following the eastern right xx xxx xx Xxxxxxx Xxxxxx to the intersection with
the southwestern right xx xxx xx Xxxxxxxx Xxxxxx and the point of beginning;
said property being more particularly shown on plat of survey for Callaway
Motors, Inc. by Xxxxxxx X. Xxxxxx, Xx., dated November 28, 1977, said plat
being made a part hereof by reference.
EXHIBIT "B"
STATE OF GEORGIA
COUNTY OF DEKALB
IS AGREEMENT OF LEASE, made and entered into this 9th day of
-----------
February , 1982 , by and between XXXXXX X. XXXXXXXX, hereinafter sometimes
--------- ----
referred to as Lessor, which expression or substituted expression shall include
his heirs, executors, administrators, successors and assigns, and ATLANTA GAS
LIGHT COMPANY, a Georgia corporation, hereinafter sometimes referred to as the
Lessee, which expression or a substituted expression shall include its
successors and assigns,
WITNESSETH THAT:
1.
PREMISES
--------
The Lessor, for and in consideration of the rents, covenants conditions,
agreements and understandings hereinafter mentioned reserved and contained, to
be paid, kept and performed by the Lessee, has leased, rented, demised and
granted and by these presents does lease, rent, demise and grant unto the
Lessee, and the Lessee, for and in consideration of the covenants, conditions,
agreements, understandings and option hereinafter mentioned and contained, to
be kept and performed by the Lessor, does hereby agree to lease and take, the
following described property, hereinafter referred to as the "premises," to
wit:
(a) All that tract or parcel of land lying and being in the City of
Decatur and more particularly described in Exhibit "A" attached
hereto and by reference included herein.
(b) A certain building to be completely built, erected and equipped
on said property at the expense of the Lessor and in accordance with
drawings and specifications by Xxxxxxx Xxxxx, Architect, dated
October 12, 1981 and entitled "Xxxxxx Building." Such drawings have
been initialed by the parties and by reference are made a part of
this lease.
Said building and improvements shall be completed in all particulars and to
the satisfaction of the Lessee on or before 6-1 , 1982 ,
------------------------ ----
barring delays caused by strikes, Acts of God, governmental restrictions or
regulations, inability to obtain necessary materials, unusual weather
conditions, or other causes beyond Lessor's control. Should completion be so
delayed, the said date of completion shall be extended by any period of
interruption which may be brought about by any of the aforementioned causes.
It is understood that, notwithstanding any other provision of this lease or of
the plans or specifications to the contrary, it is the intention of the parties
only that said construction shall proceed with reasonable dispatch and
expeditiously as possible, and that Lessor will use his best efforts to deliver
possession of the completed premises by said date of 6-1 ,
-------------------------
1982 . In any
------
event, however, it is understood and agreed that said building and all
improvements will be completed without undue delay and within a reasonable
time. In addition to the requirements of plans and specifications, it is
further agreed that said building and improvements shall conform to the
building laws and other applicable laws, ordinances, rules and regulations of
the City of Decatur and of all other public authorities having jurisdiction.
2.
TERM
----
TO HAVE AND TO HOLD the premises with all the rights, privileges, easements
and appurtenances thereunto belonging for a term beginning on the first day of
the calendar month following completion of said building and improvements and
acceptance there by Lessee for its use and occupancy, and extending for a term
of fifteen (15) years thereafter, unless further extended or otherwise
terminated as hereinafter provided. It is agreed that any occupancy by Lessee
prior to full completion shall not constitute acceptance and shall not be a
waiver of Lessee's right to require completion of the building and all
improvements in accordance with the approved plans and specifications. Upon
final acceptance by Lessee, a written memorandum of agreement shall be entered
into by the parties, acknowledging satisfactory completion and acceptance of
the premises and specifying the exact commencement and termination dates of the
term of this lease. In the event Lessee occupies the premises prior to the
actual commencement date of the lease, rental shall begin on the date of
occupancy and the monthly rental shall be prorated in proportion to the number
of days the building is occupied prior to the first day of the following month
at which time the lease term shall begin.
3.
RENTAL
------
The Lessee hereby covenants, conditions, and agrees to pay the Lessor as
rental during the first year of the initial fifteen (15) year term a monthly
rental of Four Thousand Five Hundred Forty Dollars ($4,540.00). Lessee agrees
to pay a monthly rental during each of the remaining fourteen (14) years of
this lease and any extension thereof an amount reflecting a five (5) percent
increase annually. A more complete schedule of rental payments is attached
hereto as Exhibit "B". Rental payments shall be made in advance on or before
the first day of each and every month during the existence of this lease and
any extension thereof.
4.
USE OF PREMISES
---------------
The Lessor hereby covenants and agrees that during the existence of this
lease the premises may be used and occupied by the Lessee for any and all
lawful purposes required in the operation of Lessee's business and not
inconsistent with the character of the demised premises.
5.
GOVERNMENTAL REQUIREMENTS AND REPAIRS
-------------------------------------
The Lessor hereby covenants, conditions, and agrees to fully and completely
comply at his expense with all governmental requirements, now in effect or
hereinafter enacted, pertaining to or affecting the premises except that, after
completion of the initial construction and
improvements herein agreed to, any such requirements made necessary by reason
of Lessee's use and occupancy of said premises shall be fully complied with by
Lessee at its expense.
Lessor agrees to make all necessary structural repairs to the said
premises, including repairs to the roof, foundation, and exterior walls. All
other repairs shall be assumed by Lessee, and Lessee shall, at its own expense,
keep and maintain the premises and its appurtenances and every part thereof in
good order and repair except those portions to be repaired by Lessor as above
provided. Lessee specifically agrees to keep all systems pertaining to water,
sewer, electrical, heating, ventilation, air conditioning and lighting in good
order and repair. Lessee shall further be responsible for any and all damage
done to premises, or any part thereof, caused by negligent or willful act of
Lessee, its agents, or employees, and in such case shall repair the same
irrespective of whether such repairs would otherwise be the duty of Lessor. It
is expressly understood that Lessor gives to Lessee exclusive control and
possession of the leased premises, and Lessor shall be under no duty or
obligation to inspect said premises. It shall be the duty of Lessee to report
promptly in writing to Lessor any structural defect known to it and any repair
required to be made by Lessor hereunder, and Lessor shall within a reasonable
time make such repairs as may be necessary. Failure to so report shall make
Lessee liable for any damage which may result from such defective condition or
needed repair. The Lessor further covenants and agrees that if the Lessor
fails to make and perform the said repairs within a reasonable time after the
Lessee has notified the Lessor of the necessity or desirability of said
repairs, the Lessee shall thereupon have the right and privilege to make and
perform said repairs and to deduct the cost of said repairs from the rental due
the Lessor.
6.
ALTERATION OF PREMISES
----------------------
The Lessor hereby covenants, conditions and agrees that during the
existence of this lease the Lessee at its discretion and expense shall have the
right and privilege to make and perform any changes and alterations on the
premises which do not damage the foundations or load bearing walls of the
premises. The Lessor hereby covenants and agrees that the Lessee shall not be
required to restore the said premises to their original condition and plan at
any time or instance during the existence of this lease or upon the termination
thereof.
7.
DESTRUCTION OF OR DAMAGE TO PREMISES
------------------------------------
The parties hereby covenant and agree that if the premises are totally
destroyed by fire, storm, lightning, earthquake, tornado, Act of God, accident,
or other casualty, this lease, at the election of either party, shall
termination as of the date of any such casualty and rental shall be accounted
for as between the parties as of said date; except that if the Lessor, within
fifteen (15) days after the date of said casualty, shall offer the Lessee in
writing to restore the premises to their original condition and to the
satisfaction of the Lessee and the Lessee shall accept such offer, then and
thereupon this lease shall continue and remain in force between the parties
except that the rental shall xxxxx as of the date of said casualty and not
resume until the Lessee reoccupies the reconstructed premises. Said
reconstruction shall be commenced within thirty (30) days of Lessee's
acceptance of said offer and shall be completed within four (4) months of
commencement unless interrupted by construction delays beyond the reasonable
control of Lessor such as those heretofore enumerated in Paragraph 1, in which
event the time of completion shall
be extended by the period of such interruption. Upon the completion of said
reconstruction and restoration of the premises to Lessee's satisfaction, Lessee
agrees to reoccupy the same and to recommence the payment of rental thereon as
herein provided.
The parties further covenant and agree that if the premises are damaged,
but not wholly destroyed by any such casualty as above referred to, the rental
shall xxxxx in such proportion as use of the premises has been destroyed, and
the Lessor shall restore premises to substantially the same condition as before
damage as speedily as practicable, whereupon full rental shall recommence.
8.
CONDEMNATION
------------
The parties hereby covenant and agree that if the whole of the premises, or
such portion thereof as will make the premises unusable for the purposes herein
leased, be condemned by any legally constituted authority for any public use or
purpose, then in either of said events this lease shall terminate from the time
when possession thereof is abandoned by the Lessee after being taken by such
authority, and rental shall be accounted for as between the parties as of that
date. It is provided, however, that this lease shall not terminate if only a
portion of the premises is so taken and Lessee elects to continue in possession
of the remainder of the premises under the terms of this lease. In such event,
the rent herein reserved shall be adjusted in such fair proportion as said
partial taking may affect the use of the premises by Lessee. Should such
partial taking involve the structure of the building or prevent the use of any
of the improvements on the premises (such as the drives or parking area),
Lessor, at his expense, will promptly restore the remaining portion of the
building so that it will constitute a complete architectural unit, and will
likewise restore to as usable condition as possible the remainder of any drive,
parking area, or other improvement affected. During such restoration, Lessee
shall be required to pay a rental in proportion to the portion of the premises
remaining in tenantable condition.
Should any condemnation result in termination of this lease under the terms
and conditions above stated, such termination shall be without prejudice to the
rights of either party to recover compensation and damage caused by
condemnation from the condemnor. It is hereby understood and agreed that
neither party shall have any rights in any award made to the other by any
condemning authority.
9.
UTILITY BILLS
-------------
The Lessee hereby covenants and agrees to pay and be liable for all charges
and taxes incurred for light, heat, power, water sanitary service and refuse
pickup, and all other utility charges arising out of the use of the premises
during the existence of this lease.
10.
TAXES AND ASSESSMENTS
---------------------
The Lessor hereby covenants, conditions and agrees that he shall from time
to time, and at all times during the existence of this lease, pay and discharge
all rates, taxes, assessments, and all other impositions, general or special,
ordinary or extraordinary, of every kind and nature now
anticipated or not, which now are or may be assessed, levied or imposed upon
the premises or any part thereof. If the Lessor should for any reason fail to
pay said rates, taxes, assessments and impositions when and where the same
shall become due, then the Lessee shall have the right, at its election, to pay
the same, together with such penalties as may have accrued, and to deduct the
said payments from the rental due the Lessor.
DeKalb County and City of Decatur property taxes due during the first full
calendar year ("base year") of Lessee's occupancy shall be referred to as "base
year property tax amount." Lessee agrees to pay to Lessor in any year of
occupancy subsequent to the base year an amount equal to the difference between
property taxes due and payable in that year and the base year property tax
amount.
11.
INDEMNITY
---------
Lessee agrees to indemnify and save harmless the Lessor against all claims
for damages or injury to persons and property, and all expenses incurred by
Lessor because thereof, caused by or resulting from the act or neglect of
Lessee, its agents or employees.
12.
OPTION
------
The Lessor hereby covenants and agrees that the Lessee shall have the
option to extend this lease for an additional term of five (5) years from and
after the expiration of the initial fifteen (15) year term at a monthly rental
calculated in the same manner as described in Paragraph 3 above and as more
specifically described in Exhibit "B" attached. Provided, however, Lessee may
not exercise this right if Lessee has made any assignment or subletting of this
lease as provided in Paragraph 17 of this Agreement.
13.
DEFAULTS
--------
It is further covenanted and agreed that in case, at any time, default
shall be made by Lessee in the payment of any of the rent herein specified upon
the date the same shall become due and payable, and such default shall continue
for a period of fifteen (15) days after notice in writing of such default to
said Lessee from Lessor; or in case of any default occurring in relation to or
in connection with any other of the covenants, duties and obligations hereunder
to be kept and performed by Lessee, and such default shall continue for thirty
(30) days after similar written notice to Lessee; or if Lessee causes any lien
to be placed against the premises and does not cure same within thirty (30)
days after notice from Lessor to Lessee demanding cure; then, and in any of
said events, Lessor at his option may at once, or within six (6) months
thereafter (but only during the continuance of such default or condition),
terminate this lease by written notice to Lessee, whereupon this lease shall
end, and Lessor may enter into and take possession of said demised premises
either with or without process of law. Upon such entry, Lessor shall again
have and repossess the premises the same as if this lease had not been made,
and thereupon all obligations of the Lessor hereunder shall cease, without
prejudice, however, to Lessor's right of action for arrears of rent or breach
of this contract. In addition it is also agreed that upon Lessee's breach of
the contract, Lessor may, at his option and as Lessee's agent, without
terminating this lease, enter upon and rent premises at the best price
obtainable by reasonable effort, without advertisement and by private
negotiation and for any term Lessor deems proper; and in such event, Lessee
shall be liable to Lessor for the deficiency, if any, between Lessee's rent
hereunder and the price obtained by Lessor on such reletting. Pursuit of any
of the foregoing remedies shall not preclude pursuit of any other remedies
provided by law. Any notice in this provision may be given by Lessor or his
attorney.
14.
REMOVAL OF FIXTURES
-------------------
The Lessor hereby covenants and agrees that the Lessee shall have the
right, upon the termination of this lease, to remove all fixtures, appliances
and equipment which the Lessee has placed in or on the premises, provided
Lessee repairs all damage caused to premises by such removal. The right and
title to said fixtures, appliances and equipment shall remain in the Lessee at
all times. Provided, however, Lessee shall not remove, under any
circumstances, the following: heating, ventilating, air conditioning and
lighting systems and fixtures.
15.
EXTERIOR SIGNS
--------------
Lessee shall have the right without the prior consent of Lessor to use the
exterior of the building, the roof of the building, or any other location on
the premises for the purpose of attaching thereto or erecting thereon a sign or
signs advertising its business, provided, such sign or signs shall not
substantially damage the building; provided, further, that any sign so attached
or erected shall be made and maintained in conformity and compliance with all
applicable laws, ordinances, and governmental regulations governing the same,
and the Lessee shall be responsible to Lessor for any damage caused by the
installation, use, or maintenance of said signs. Upon the termination of this
lease or upon the removal of such sign or signs, any defacement or damage to
the exterior of the building or to the roof caused by said sign or signs shall
be repaired promptly by the Lessee.
16.
QUIET POSSESSION
----------------
The Lessor covenants, warrants, and represents that he has good title to
the demised premises free and clear of all liens and encumbrances; that he has
full right and power to execute and perform this lease; and that the Lessee,
upon paying the rent hereby reserved and performing and observing the several
covenants by it to be kept and performed, shall peaceably and quietly hold and
enjoy the leased premises and all of the appurtenances thereto throughout the
existence of this lease.
17.
ASSIGNMENT AND SUBLETTING
-------------------------
Lessee may assign this lease, or sublet premises or any part thereof, only
after having first obtained the written consent of Lessor, provided, that such
consent will not be unreasonably withheld. It is agreed and understood,
however, that no assignment or sublease shall relieve Lessee of any financial
liability or other obligation hereunder. Lessee agrees not to assign or
sublease premises to any one who will create a nuisance or trespass, nor use
the premises for any illegal purpose, nor in violation of any valid regulations
of any governmental body, nor in any manner to vitiate the insurance. Lessee
agrees that any increase in Lessor's insurance premium caused by occupancy of
any sub-tenant will be paid by Lessee.
18.
TERMINATION OF LEASE
--------------------
The Lessee hereby covenants and agrees, at the termination of this lease or
at the termination of any extension of this lease, to quit and surrender the
premises in as good a state and condition as of the date of the first occupancy
hereunder, ordinary wear and tear and damage by storm, fire, lightning,
earthquake or other such casualty excepted.
19.
VIEWING PREMISES
----------------
It is agreed and understood that the Lessor may, at any reasonable time or
times during the existence of this lease, enter to view the premises; and
Lessor may, at any time within three (3) months next before the expiration of
the original and any extended term of this lease, show the said premises and
building or buildings to others and affix to any suitable part of the said
premises a notice for letting or selling the building or premises and keep the
same affixed without hindrance or molestation.
20.
HOLDING OVER
------------
If Lessee remains in possession of premises, or any part thereof, after
expiration of the term hereof, without a new written lease or a written
extension thereof having been signed by the parties, Lessee shall hold as a
tenant from month to month only and not otherwise, at a monthly rental rate in
effect at end of this lease, and in all other respects subject to all the terms
and provisions of this lease. There shall be no renewal of this lease by
operation of law.
21.
RIGHTS CUMULATIVE
-----------------
All rights, powers and privileges conferred hereunder upon the parties
shall be cumulative but not restrictive to those given by law.
22.
SUBORDINATION
-------------
Lessee's rights shall be subject to any mortgage or deed to secure debt
which may hereafter be placed upon the premises by Lessor, and Lessee agrees to
execute and deliver such documentation as may be required by any such mortgagee
to effect any such subordination. Provided, however, Lessee's rights under
this lease shall not be disturbed by any such subordination as long as Lessee
is in compliance with the terms of this lease.
23.
TIME OF THE ESSENCE
-------------------
Time is of the essence of this Agreement.
24.
WAIVER OF RIGHTS
----------------
No failure of Lessor to exercise any power given to Lessor hereunder,
or to insist upon strict compliance by Lessee with its obligations hereunder,
and no custom or practice of the parties at variance with the terms hereof
shall constitute a waiver of Lessor's right to demand exact compliance with the
terms hereof.
25.
NO ESTATE IN LAND
-----------------
This agreement of lease shall create the relationship of landlord and
tenant between Lessor and Lessee; no estate shall pass out of Lessor; Lessee
has only a usufruct, not subject to levy and sale, and not assignable by Lessee
except by Lessor's consent.
26.
NOTICES
-------
Any notice given pursuant to this lease agreement shall be in writing
and sent by certified mail to:
Lessor: Xxxxxx X. Xxxxxxxx
821 First National Bank Building
000 X. Xxxxx xx Xxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
or at such other address as Lessor may hereafter designate in writing to
Lessee.
Lessee: Atlanta Gas Light Company
27.
INSURANCE
---------
Lessor shall carry at Lessor's sole cost and expense adequate
insurance coverage on the demised premises. Lessee shall carry at Lessee's
sole cost and expense insurance coverage on all equipment, fixtures and
appliances of Lessee.
28.
SEVERABILITY
------------
If any term, covenant or condition of this lease or the application
thereof shall to any extent be invalid or unenforceable, the remainder of this
lease shall not be affected thereby, and each term, covenant or condition of
this lease shall be valid and enforceable to the fullest extent permitted by
law.
THIS LEASE AGREEMENT contains the entire agreement of the parties
hereto, and no representations, inducements, promises or agreements, and or
otherwise, between the parties, not embodied herein, shall be of any force or
effect.
IN WITNESS WHEREOF, the Lessor has hereunto set his hand and seal,
and the Lessee has caused these presents to be executed, and its corporate seal
hereto attached, by its proper corporate officers thereunder duly authorized,
this instrument being thus signed and sealed by the parties in duplicate, in
the day and year first above written.
Signed, sealed and delivered
as to Lessor in the presence of:
/s/ Xxxxx X. Xxxxx
------------------------
Witness
/s/ X. Xxxxxxxx /s/ Xxxxxx X. Xxxxxxxx (SEAL)
------------------------ ----------------------------
Notary Public XXXXXX X. XXXXXXXX
Signed, sealed and delivered ATLANTA GAS LIGHT COMPANY (SEAL)
as to Lessee in the presence
of:
/s/ Xxxxx X. Xxxxxx BY:/s/ Xxxx X. Xxxxxx
------------------------ -------------------------
Witness VICE PRESIDENT
/s/ ATTEST: /s/ X. Xxxxxx
------------------------ ---------------------
Notary Public Secretary
EXHIBIT "A"
All that tract or parcel of land lying and being in Land Xxx 000 xx xxx 00xx
Xxxxxxxx xx XxXxxx Xxxxxx, Xxxxxxx and being more particularly described as
follows:
BEGINNING at a point at the intersection of the southwest right of way of
Beaumont Street and the southeastern right of way of Xxxxxxx Xxxxxx; run thence
150.67 feet in a southeastern direction along said southwest right xx xxx xx
Xxxxxxxx Xxxxxx to a point, said line having a tangent distance of 150.55 feet
from said point; run thence 27.37 feet along the rights xx xxx xx Xxxxxxxx
Xxxxxx and Xxxxxx Street to a point on the western right of way of Xxxxxx
Street, said point being 25.28 feet as measured along a tangent line having an
interior angle of 146 12'10" with the aforesaid tangent line; run thence in a
southwestern direction following the right of way of Xxxxxx Street 138.08 feet
to a point, said point being 137.47 feet from the last point as measured along
a chord line having an interior angle of 150 10'30" with the last mentioned
tangent line; run thence 4.9 feet in a westerly direction along a line having
an exterior angle of 252 49'40" with the last mentioned tangent line to a
point; run thence in a southerly direction following the right of way of Xxxxxx
Street 30.12 feet to a point, said point being 30.11 feet from the last point
as measured along a chord line having an exterior angle of 94 53'30" with the
last line run; thence run in a westerly direction 3.2 feet along a line
following the southern right xx xxx xx Xxxxxxxxxx Xxxxxx to a point, said line
having an exterior angle of 265 06'30" with the last mentioned chord line; run
thence in a southerly direction 190.5 feet along the right of way of Xxxxxx
Street along a line having an exterior angle of 87 22'20" with the chord line
last mentioned to a point; run thence west 100 feet to a point located 30 feet
north of the north side of an alley; run thence northerly 190.5 feet along a
line having an interior angle of 269 44'30" with the line last run to a point
on the southern right of way of Xxxxxxxxxx Street, said point being 194.0 feet
east from the present location of Xxxxx de Xxxx Place, as measured along
Xxxxxxxxxx Street; run thence 25.2 feet easterly along the southern right xx
xxx xx Xxxxxxxxxx Xxxxxx along a line having an interior angle of 87 23'30"
with the line last run to a point; run thence 30.0 feet northerly along the
eastern right of way of Xxxxxxx Xxxxxx along a line having an interior angle of
270 00'00" to a point; run thence 260.0 feet in a northern direction following
the eastern right xx xxx xx Xxxxxxx Xxxxxx to the intersection with the
southwestern right xx xxx xx Xxxxxxxx Xxxxxx and the point of beginning; said
property being more particularly shown on plat of survey for Callaway Motors,
Inc. by Xxxxxxx X. Xxxxxx, Xx., dated November 28, 1977, said plat being made a
part hereof by reference.
EXHIBIT "B"
RENTAL SCHEDULE
Original Term
1st Year $ 4,540/per month
2nd Year 4,767/per month
3rd Year 5,005/per month
4th Year 5,256/per month
5th Year 5,518/per month
6th Year 5,794/per month
7th Year 6,084/per month
8th Year 6,388/per month
9th Year 6,708/per month
10th Year 7,043/per month
11th Year 7,395/per month
12th Year 7,765/per month
13th Year 8,153/per month
14th Year 8,560/per month
15th Year 8,989/per month
Optional Term
16th Year 9,438/per month
17th Year 9,910/per month
18th Year 10,406/per month
19th Year 10,926/per month
20th Year 11,472/per month
