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EXHIBIT 10.1
SHOPPING CENTER FORM LEASE
THIS LEASE, is made and entered into as of this 24th day of March,
1998, between X.X. XXXXXXX, XX., whose address is 0000 Xxxxxxxx Xxxx, Xxxxxxxx
00, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (hereinafter referred to as "Landlord"),
and CNB Holdings, Inc. d/b/a CHATTAHOOCHEE NATIONAL BANK whose address is 0000
Xxxxx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx 00000-0000 (hereinafter
referred to as "Tenant").
W I T N E S S E T H:
That, in consideration of the rents, covenants and conditions herein
set forth, Landlord and Tenant do hereby covenant, promise and agree as follows:
ARTICLE I
DEFINED TERM
1.1 The following terms wherever used herein shall have the
following meanings:
(a) DEMISED PREMISES: Tenant's building to be constructed
by Landlord at its expenses as specified in this
Lease on land described as Parcel A on Exhibit A
attached hereto, shall be 3,635 square feet of an
approximately 20,000 square foot one story building,
with the approximate dimensions and in the location
as shown outlined in red on the plat attached hereto
as Exhibit B.
(b) INITIAL TERM: FIVE (5) years, plus the part of a
month, if any, from the date of commencement of this
Lease to the first day of the first full calendar
month during the Initial Term.
(c) RENEWAL TERM: As specified in Paragraph 2.3 hereof.
(d) ANNUAL MINIMUM RENTAL: Tenant's payment of rent shall
commence on April 1, 1998. The base rental rate shall
be $18.00 per square foot, provided, however, that
for each Renewal Term, the Annual Minimum Rental
shall be adjusted as provided in Paragraph 2.3
hereof. In addition to the base rental rate, Tenant
shall pay a portion of the annual operating expense,
which shall be based on the Tenant's pro-rata share
of common area maintenance, taxes and insurance as
described in Article 16 of this Lease. Landlord
estimates that Tenant's contribution to annual
operating expenses in the first year will be
approximately Two and 75/100 Dollars ($2.75) per
square foot.
(e) COMMENCEMENT OF CONSTRUCTION DATE:
November 1, 1997.
(f) ESTIMATED COMPLETION DATE (Delivery for Tenant's
buildout and fixturing): March 31, 1998.
(g) DATE OF OCCUPANCY: April 1, 1998.
(h) PERMITTED USE: The Premises shall be used primarily
for the operation of a banking facility, engaging in
such activities as are normally permitted by O and I
zoning for the City of Alpharetta.
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(i) TENANT: The owner for the time being of the
leasehold/estate created by this Lease, whether it be
the original Tenant, or any assignee under a valid
assignment, and if at any time more than one
individual or firm comprises Tenant, such word shall
mean such individuals and firms, jointly and
severally.
(j) LANDLORD: The owner for the time being of the Demised
Premises, whether it be the original Landlord or any
successors-in-title, and if at any time more than one
individual or firm comprises Landlord, such word
shall mean such individuals and firms, jointly and
severally.
ARTICLE II
PREMISES AND TERM
2.1 Premises. Subject to the terms and conditions hereof, Landlord
does hereby demise unto Tenant and Tenant does hereby take from Landlord for the
lease term the Demised Premises, together with two twenty-eight (28) foot
driveway easements along the northern and western boundaries of Parcel A along
with reasonable access, ingress and egress, and rights to joint use of such
parking areas, driveways, sidewalks and other common areas as Landlord shall
provide from time to time on Parcel A, which rights shall be in common with
Landlord and other Tenants claiming under Landlord. Landlord hereby reserves the
right at any time to make alterations or additions to the Demised Premises so
long as such buildings are located in the area permitted for "Building" as shown
on Exhibit B and to construct other buildings or improvements in the development
of which the Demised Premises are a part and to make alterations thereof or
additions thereof. It is further understood between the parties, that from time
to time, Landlord may grant tenants and owners of parcels within the commercial
complex the use of the driveways for ingress and egress to such parcels and
right for sharing of utilities, storm drainage, and surface water drainage. Said
rights shall be superior to the rights of this Lease.
2.2 Initial Term. The Initial Term of this Lease shall commence
upon the Date of Occupancy; provided, however, the term of this Lease may be
extended as provided in Paragraph 2.3 hereof. The phrase "lease term," as used
in this Lease, shall be the Initial Term of this Lease and any Renewal Term.
2.3 Renewal Term. Tenant shall have the option to extend the term
of this Lease for Two (2) additional period(s) of Three (3) years (herein
referred to as the "Renewal Term"), said option(s) to be exercised by notice to
Landlord not less than Six (6) months prior to the expiration of the Initial
Term or existing renewal term hereof. All of the terms, covenants and provisions
of this Lease shall apply to the Renewal Term, except that the Annual Minimum
Rental for the Renewal Term(s) shall be increased annually, based upon the
"Consumer Price Index," not to be less than one and one-half percent (1-1/2%)
per year, or to exceed three percent (3%) per year (i.e., the Annual Minimum
Rental for the first year of the Renewal Term shall be calculated as follows =
Initial Term Annual Minimum Rental x CPI).
ARTICLE III
RENTAL
3.1 Annual Minimum Rental. Tenant shall, during the lease term pay
to Landlord, at such place as Landlord shall designate in writing from time to
time, the Annual Minimum Rental, unless abated or diminished as hereinafter
provided, in equal monthly installments on the first day of each month, in
advance, commencing upon the first day of the lease term; provided, however, in
the event the first day of the lease term shall not be the first day of a
calendar month, then the Annual Minimum Rental for such month shall be prorated
upon a daily basis and shall be payable upon the Date of Occupancy.
Notwithstanding anything contained herein to the contrary, upon completion of
Tenant's build out and opening for business, Tenant shall be entitled to waive
the next two (2) full month's guaranteed minimum monthly rental.
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3.2 Interest on Past Due Rentals. As additional rental hereunder,
Tenant agrees to pay to Landlord interest on each installment of Annual Minimum
Rental not paid by the tenth (10th) of the month. Each such payment of
additional rental shall be due on the first day of each month, shall be
calculated at twelve percent (12%) or less if the highest permissible rate of
interest which may be charged is less, and shall be computed for the period
commencing on the date on which such payment became due and ending on the date
on which such payment was actually made. The election by Landlord to collect
interest on any past due payments of Annual Minimum Rental shall not constitute
a waiver of Landlord's right to declare a default for non-payment of rental
hereunder. Failure of Tenant to make payments of additional rental when required
by this Paragraph 3.4 shall constitute an additional event of default hereunder.
ARTICLE IV
CONSTRUCTION
4.1 Construction of Improvements. Landlord, at its own cost,
agrees to construct the building in the location as shown on the plot plan
attached hereto as Exhibit B and in accordance with the plans and specifications
to be prepared by Landlord and its architects, and approved by both parties, as
attached hereto as Exhibit C. The parking lot is to be well lit at night for the
safety of Tenant's employees and customers, in accordance with the plans and
specifications provided for in Exhibit C. Any work in addition to any of the
terms specifically enumerated in said Exhibit C shall be performed by the Tenant
at its own cost and expense in accordance with plans and specifications to be
submitted to Landlord for its approval prior to construction, which approval
shall not be unreasonably withheld. Notwithstanding anything to the contrary,
Landlord shall provide an allowance for construction of the Tenant's buildout
and fixturing of $15.00 per rentable square foot below a semi-finished ceiling
(2x2 acoustical recessed grid ceiling system, stacked and ready for tenant to
install along with 40 2x4 deep cell parabolic lighting stacked and ready for
tenant to install), HVAC system consisting of four (4) three 3 ton units (not to
include ductwork), Electrical system to the 200 amp panel in the rear of the
space, and stubbing of the plumbing to the bathroom areas. Such allowance shall
be dispersed as follows: 1) the first half of the funds shall be dispersed upon
certification by Tenant that one-half (1/2) of the total cost of Tenant's work
has been completed and 2) the balance paid upon completion of Tenant's work and
a certificate of occupancy issued by the governing authority and Tenant shall
open for business. Tenant shall promptly pay and not under any circumstances
have the power to subject the Demised Premises or any part of the shopping
center to any mechanics' or materialmen's liens or liens of any kind.
Upon completion of Tenant's building substantially in
accordance with the terms of this Lease and delivery thereof to Tenant, Tenant
shall within ten (10) days thereafter execute and deliver to Landlord a written
acceptance of the Demised Premises. If at the time Landlord shall request a
written acceptance of the demised premises, there shall remain incompleted work
in accordance with the plans and specifications, then, provided that all other
terms and conditions of the lease have been met, Tenant shall execute the letter
of acceptance subject to an itemized list of any such construction deficiencies.
4.2 Time of Commencement and Completion of Construction. In the
event that construction of the building shall have commenced, then regardless of
the reason therefor, if said building and site improvements shall not have been
substantially completed ready for Tenant's buildout and fixturing and possession
thereof tendered to Tenant by March 31, 1998, herein after referred to as the
Estimated Completion Date, then, Tenant shall, within ten days (10) after said
Estimated Completion Dated, either (a) terminate this Lease by giving Landlord
written notice of its intention to do so, or (b) extend the estimated completion
date a reasonable period of time necessary to complete said construction by
giving Landlord written notice of such extension. Notwithstanding anything
contained herein to the contrary, in the event Tenant shall fail to exercise
either (a) or (b) above, in writing, or Landlord shall not have completed
construction of said building and site improvements within six months (6) after
the Estimated Completed Date, then either Landlord or Tenant, as the case may
be, shall have the option of terminating this Lease by giving the other party
written notice of its intention to do so. Upon any termination pursuant to this
Paragraph 4.2, this Lease shall immediately become null and void, and neither
party shall have any further liability hereunder, except for obligations already
accrued. The option to terminate granted hereby shall be the sole remedy of
Tenant for delay in completion by Landlord.
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Upon completion of Tenant's building substantially in accordance with
the terms of this Lease and delivery thereof to Tenant, Tenant shall within ten
days (10) thereafter execute and deliver to Landlord a written acceptance of the
Demised Premises. If at the time Landlord shall request a written acceptance of
the demised premises, there shall remain incompleted work in accordance with the
plans and specifications, then, provided that all other terms and conditions of
the lease have been met, Tenant shall execute the letter of acceptance subject
to an itemized list of any such construction deficiencies.
4.3 Inducement. It is understood between the Parties that Landlord
has entered into this agreement based upon Tenant's representation that prior to
April 7, 1998, Tenant shall have secured all the necessary permits for the
operation of a commercial bank on the demised premises and further, that Tenant
shall have completed the funding of approximately $10 million in equity
financing for the operation of such bank. If for any reason, the above required
inducements shall not have been completed by August 31, 1998, this Lease shall
automatically terminate and neither party shall have any further rights under
this Lease.
In the event Tenant shall have completed the above
requirements by August 31, 1998, then Tenant shall be required to commence
construction of Tenant's interior build-out no later than August 31, 1998,
failing which, Landlord shall have the right to terminate this Lease on ten (10)
days prior written notice.
ARTICLE V
WARRANTIES OF LANDLORD
5.1 Covenant of Title. Landlord covenants, represents and warrants
that it has full right and power to execute and perform this Lease and to grant
the estate demised herein and that Tenant, on payment of the rent and
performance of the covenants and agreements hereof, shall peaceably and quietly
have, hold and enjoy the Demised Premises and all rights granted herein during
the lease term without molestation or hindrance of any person claiming by,
through or under Landlord. If at any time during the term hereby demised the
title of Landlord shall fail or it be discovered that Landlord's title does not
permit Landlord to grant the term hereby demised, Tenant shall have the right to
annul and void this Lease or to exercise any and all further rights and remedies
which may be available to Tenant at law or in equity. Anything to the contrary
notwithstanding, prior to the exercise of any such remedy, Tenant shall give
Landlord thirty (30) days prior written notice of such default, in which time to
cure the default. In the event Landlord has commenced curing of the default
within such thirty (30) day period, however, has not been able to cure the
default, then Landlord shall be given an additional sixty (60) days within which
to cure such default.
ARTICLE VI
DATE OF OCCUPANCY AND USE
6.1 Advance Possession for Fixturing. Prior to completion of
improvements to be made by Landlord, Tenant shall have the right and privilege
(but at its own risk) to enter upon the Demised Premises, construct the agreed
upon Tenant improvements, to receive, store, and install its trade fixtures in
or on the Demised Premises, provided, however, that such construction and
receiving, storing, and installing shall be in a manner that will not interfere
with Landlord's work and that Tenant's liability insurance must be in full force
and effect. It is expressly agreed that such action by Tenant shall not
constitute acceptance of the Demised Premises as being completed as required
herein.
6.2 Use of Demised Premises. Tenant will use the Demised Premises
for the Permitted Use only and for no other purpose without the prior written
consent of Landlord. Tenant, at its sole expense, shall comply with all of the
requirements of all municipal, state and federal authorities now or hereafter in
force pertaining to the use, occupation or alteration of Demised Premises.
Tenant shall not commit waste or any nuisance. Tenant will not do any act or
thing in the Demised Premises or permit the storage of any product therein which
shall cause a cancellation of any of Landlord's insurance on the Demised
Premises. If any use of the Demised Premises by Tenant or act therein causes
Landlord's insurance rates to be increased over the rates in effect for the
Permitted Use
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generally, Tenant will, on demand, pay to Landlord the amount of any such
increase. Tenant further covenants that it will not (i) display any merchandise
or maintain any stands in front of the Demised Premises or of the line of
buildings in the center, (ii) erect or maintain any barricade or scaffolding
which may obscure the signs, entrance or show window of any other tenant in the
center, or tend to interfere with any such other tenant's business, (iii) create
or maintain, or allow others (including customers of Tenant) to create or
maintain, any nuisances, including, without limiting the foregoing general
language, loud noises, sound effects, offensive odors, and smoke, garbage,
trash, litter or dust in or about the Demised Premises or the common areas
adjacent to the Demised Premises, or (iv) install any equipment which will
exceed or overload the capacity of any utility facilities located in or serving
the Demised Premises.
ARTICLE VII
REPAIRS AND MAINTENANCE
7.1 Landlord's Repairs and Maintenance. Except as provided in this
Lease with respect to condemnation and damages caused by casualty, Landlord
agrees to keep, repair and maintain all structural parts of Tenant's building in
good condition, and without limiting the generality of the foregoing, to keep
the exterior of the building (including the roof, exterior walls, foundations,
gutters, downspouts, and sidewalk canopy), the common areas, sidewalks, paved
areas, supply pipes for gas (if any) and water, drainage and sewer pipes (caused
by structural defects, but excluding ordinary stoppage), electrical wiring (but
not any of the electrical or plumbing fixtures inside the Demised Premises) in
good repair at all times. If any portion of the Demised Premises which is the
responsibility of the Landlord shall at any time be in need of repair, Landlord
will promptly repair same upon receipt of written notice from Tenant to do so,
except that the Landlord shall not be obligated to make or pay for any repairs
to Tenant's store building rendered necessary by the fault, act or negligence of
Tenant, or any of its servants, agents, employees or business invitees, except
in the case of damage by fire or the elements, or other casualty covered by
Landlord's fire and extended coverage insurance. Landlord agrees to keep the
common areas clean, to remove snow and ice therefrom, to keep such areas lighted
during hours of darkness when stores generally are open for business, and to
keep the parking area properly paved, lighted and striped to assist in the
orderly parking of cars. Temporary closings by Landlord of parking, walking and
driveway areas for repairs, changes or other reasonable undertakings shall be
permitted.
7.2 Tenant's Repairs and Maintenance. Tenant agrees to keep the
Demised Premises in good condition and repair, excepting structural repairs and
all repairs which are the responsibility of the Landlord or which are made
necessary by reason of fire and other unavoidable casualties, and excepting
reasonable wear and tear. Within such repair responsibilities of Tenant shall be
included: the walls and ceiling (including the painting thereof); repair,
maintenance and replacement of air conditioning and heating systems; the
interior plumbing, including any stoppages thereof; sprinkler systems; all
windows and doors, both interior and exterior; replacement of any plate glass
damaged or broken; lighting fixtures and interior wiring extending to and
including the main circuit breaker panels; and the normal upkeep and replacement
of the floor surfacings or coverings. Tenant further agrees to pay the cost of
the heat and air conditioning, to apply for all utilities to be used by it in
the Demised Premises and pay all charges for such utilities, including, without
limitation, all water, gas, electricity and sewer charges. Structural changes,
exterior alterations or additions to the Demised Premises may be made only with
Landlord's written consent. Tenant will not permit any mechanic's or
materialmen's or other liens to stand against the Demised Premise for any labor
or material furnished Tenant in connection with alterations, repairs or work of
any character performed on the Demised Premises by or at the direction of
Tenant. All repairs, restorations, alterations, additions, or payments (other
than rental payments or monthly reimbursements) agreed upon in this Lease to be
made shall be completed within reasonable time. Tenant shall keep the area
around its loading dock free from trash and debris and shall provide for any
payment for trash removal from the Demised Premises.
7.3 Landlord's Access. Landlord shall at all reasonable times have
access to the Demised Premises for the purpose of inspecting the Demised
Premises to determine whether Tenant is complying with the terms and conditions
of this Lease and to determine whether Landlord needs to perform any work
hereunder and to perform any such work.
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7.4 Loss or Damage of Tenant and Others. Landlord shall not be
liable for any damage to property of Tenant or of others located o the Demised
Premises, not for the loss of or damage to any property of Tenant or of others
by theft or otherwise. Landlord shall not be liable for any injury or damage to
persons or property resulting from fire, explosion, falling plaster, steam, gas,
electricity, water, rain or snow or leaks from any part of the Demised Premises
or from the pipes, appliances or plumbing works or from the roof, street or
subsurface or from any other place or by dampness or by any other cause of
whatsoever nature. Landlord shall not be liable for any such damage caused by
other tenants or persons in the Demised Premises, occupants of adjacent
property, of the shopping center, or the public, or caused by operations in
construction of any private, public or quasi-public work. All property of Tenant
kept or stored on the Demised Premises shall be so kept or stored at the risk of
Tenant only and the Tenant shall hold Landlord harmless from any claims arising
out of damage to the same, including subrogation claims by Tenant's insurance
carrier, unless such damage shall be caused by the willful act or gross neglect
of Landlord.
ARTICLE VIII
CASUALTY
8.1 Casualty Insurance. Landlord covenants and agrees that it will
at all times during the term of this Lease keep, or cause to be kept, Tenant's
building space on the Demised Premises insured by good and responsible insurance
companies authorized to do business in the state in which the Demised Premises
are located, which companies shall be acceptable to the holder of any mortgage
affecting the Demised Premises to which Landlord is a party, for protection
against damage or destruction by fire and other perils embraced within the term
"extended coverage" in an amount not less than one hundred percent (100%) of the
insurable value of the improvements above foundation walls. Landlord shall not
be liable for any damage to fixtures or merchandise of Tenant caused by fire or
other insurable hazards; Tenant does hereby expressly release Landlord of and
from all liability for such damages. Tenant shall not be liable for any damages
to the Demised Premises, or any part thereof, caused by fire or other hazards
covered by Landlord's insurance, regardless of the cause thereof, and Landlord
does hereby expressly release the Tenant of and from all liability for damages.
8.2 Reconstruction. Should less than fifty percent (50%) of the
cost of replacement of Tenant's building space on the Demised Premises be
destroyed by fire or any other casualty covered by a standard extended coverage
endorsement after the commencement of the Lease, Landlord shall promptly restore
the same or cause the same to be restored without unnecessary delay; provided,
however, that if the Demised Premises should be damaged to the extent of more
than fifty percent (50%) of the cost of replacement thereof, Landlord or Tenant
may elect to terminate this lease, within ninety (90) days thereafter, by giving
the other written notice of their intent to terminate, failing which, the lease
shall remain in full force and effect, and Landlord shall promptly restore the
same or cause the same to be restored without unnecessary delay.
During any period commencing upon the date of such damage or
destruction and ending upon the "date or reoccupancy of Tenant," the Annual
Minimum Rental and any other charges payable under this Lease (other than
Percentage Rental) shall xxxxx in the proportion that the part of Tenant's
buildings which shall be untenantable shall bear to the whole. The term "date of
reoccupancy by Tenant," as used herein, shall be the first to occur of the
following two dates: (a) the date upon which Tenant shall reopen for business in
that part of Tenant's buildings rendered untenantable by such damage or
destruction, or (b) the date which shall be thirty (30) days after the date of
completion of the repairs, rebuilding and restoration required of Landlord
herein.
ARTICLE IX
EMINENT DOMAIN
9.1 Eminent Domain.
(a) In the event that all or substantially all of the
Demised Premises shall be appropriated or taken under the power of
eminent domain by any public or quasi-public authority, this Lease
shall
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terminate and expire as of the date of such taking, and Landlord and
Tenant shall thereupon be released from any further liability
hereunder. In the event as much as twenty percent (20%) of the Demised
Premises shall be appropriated or taken under the power of eminent
domain by any public of quasi-public authority, Tenant shall have the
right to cancel and terminate this Lease as of the date of such taking
upon giving Landlord written notice of such election within thirty (30)
days after the receipt by Tenant from Landlord of notice that said
premises have been so appropriated or taken. In the event of such
cancellation, Landlord and Tenant shall thereupon be released from any
further liability under this Lease and the Annual Minimum Rental for
the last month shall be appropriately prorated.
(b) If this Lease shall not be terminated as in this
paragraph provided but shall continue as to that portion of the Demised
Premises which shall not have been appropriated or taken, then in that
event Landlord, at its cost and expense, shall, as nearly as
practicable, immediately restore the building on the land remaining to
a complete unit of like quality and character as existed prior to such
appropriation or taking, and the Annual Minimum Rental shall
proportionately xxxxx during the period of restoration as provided in
Paragraph 8.2 hereof, and thereafter the Annual Minimum Rental shall be
reduced in the ratio that the ground floor area of the Demised Premises
after such taking bears to the ground floor area of the Demised
Premises before such taking.
(c) In the event of any such taking, the entire award or
compensation whether as compensation for diminution in value to the
leasehold or to the fee of the Demised Premises shall be paid to and
belong to Landlord; provided, however, that any award made to Tenant
for moving expenses or for the value of any trade fixtures and
equipment installed by or belonging to Tenant shall be paid to and
belong to Tenant. Tenant at its sole election and expense may seek from
the condemning party and receive a separate award for business loss,
loss value of leasehold estate, and a value of leasehold improvements
incurred by or paid for by Tenant, so long as such separate claim does
not diminish the total value of the award made for the Premises and
Building.
ARTICLE X
DEFAULT
10.1 Remedies on Default. In the event (a) Tenant defaults in
Paying any rental payments hereunder, or (b) Tenant defaults for thirty (30)
days after written notice thereof in performing any other of its obligations
hereunder; or (c) Tenant is adjudicated a bankrupt; or (d) a permanent receiver
is appointed for Tenant's property, including Tenant's interest in the Demised
Premises and such receiver is not removed within sixty (60) days after written
notice from Landlord to Tenant to obtain such removal; or (e) whether
voluntarily or involuntarily, Tenant takes advantage of any debtor relief
proceedings under any present or future law, whereby the rent or any part
thereof is, or is proposed to be reduced or payment thereof deferred, and such
proceedings are not dismissed within sixty (60) days after notice from Landlord;
or (f) Tenant makes an assignment for benefit of creditors; or (g) the Demised
Premises or Tenant's effects or interest therein should be levied upon or
attached under process against Tenant, and not satisfied or dissolved within
sixty (60) days after the written notice from Landlord to Tenant to obtain
satisfaction thereof; or (h) Tenant vacates the Demised Premises or fails to
conduct its regular, routine business therein during normal business hours for a
period of more than thirty (30) days, then, and in any of said events,
notwithstanding any former waiver, Landlord shall have the option to do any of
the following (in addition to any not in limitation of any other remedy
permitted by law or by this Lease):
(1) Terminate this Lease, in which event Tenant shall
immediately surrender the Demised Premises to Landlord, but if Tenant
shall fail to do so, Landlord may, in accordance with applicable law,
without further notice and without prejudice to any other remedy
Landlord may have for possession or arrearages in rent, enter upon the
Demised Premises and expel or remove Tenant and its effects, by force
if necessary, without being liable to prosecution or any claim for
damages therefor. Landlord shall have any and all remedies allowed to
it under Georgia law, but shall not be entitled to terminate the Lease
and collect rent past the date of termination; or
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(2) Without terminating this Lease re-enter the Demised
Premises by summary proceedings or otherwise, and in any event may
dispossess the Tenant, removing all persons and property from the
Demised Premises and such property may be removed and stored in a
public warehouse or elsewhere at the cost of, and for the account of
Tenant, all without service of notice or resort to legal process and
without being deemed guilty of trespass, or becoming liable for any
loss or damage which may be occasioned thereby. In the event of such
re-entry, Landlord may relet the Demised Premises to such tenant or
tenants for such term or terms as Landlord may elect, without being
obligated to do so, and in the event of a reletting shall apply the
rent therefrom first to the payment of Landlord's expenses, including
attorney's fees incurred by reason of Tenant's default, and the expense
of reletting including but not limited to the repairs, renovation or
alteration of the Demised Premises, and then to the payment of rent and
all other sums due from Tenant hereunder, Tenant remaining liable for
any deficiency. Such deficiency shall be calculated and paid monthly.
No such re-entry or taking possession of the Demised Premises by
Landlord shall be construed as an election on his part to terminate
this Lease unless a written notice of such intention be given to Tenant
or unless the termination thereof be decreed by a court of competent
jurisdiction. Notwithstanding any such reletting without termination,
Landlord may at any time thereafter elect to terminate this Lease for
such previous breach. It is expressly understood between the parties,
that except as stated above, it is the intention of the parties that
Landlord may collect rent as each month's rent becomes due, but shall
not have any right to accelerate rent prior to termination.
(3) In addition, Landlord may, as agent of Tenant, do
whatever Tenant is obligated to do by the provisions of this Lease and
may enter the Demised Premises, without being liable to prosecution or
any claim for damages therefor, in order to accomplish this purpose.
Tenant agrees to reimburse Landlord immediately upon demand for any
expenses which Landlord may incur in this effecting compliance with
this Lease on behalf of Tenant, and Tenant further agrees that Landlord
shall not be liable for any damages resulting to the Tenant from such
action, unless caused by the negligence of Landlord.
ARTICLE XI
INDEMNIFICATION, LIABILITY AND OTHER INSURANCE
11.1 Demised Premises. Tenant agrees to indemnify and save harmless
Landlord from any claim or loss by reason of an accident or damage to person or
property happening on or about the Demised Premises, or occasioned wholly or in
part by and act or omission of Tenant or its agents, contractors, invitees,
licensees or employees. Tenant further agrees to carry, at its expense, public
liability insurance coverage on the Demised Premises, in a company qualified to
transact business in the state in which the Demised Premises are located,
stipulating limits of liability of not less than $250,000.00 for any accident
affecting any one person; and not less than $1,000,000.00 for any accident
affecting more than one person; and not less than $100,000.00 property damage.
All such policies shall contain endorsements waiving the insurer's rights of
subrogation against Landlord for any reason whatsoever. Certificates of such
coverage from the insurer providing thirty (30) days notice to Landlord prior to
cancellation or termination shall be furnished to Landlord.
11.2 Common Areas. Landlord shall indemnify and save harmless the
Tenant from any claim or less by reason of any accident or damage to any person
or property happening on or about all entranceways, parking and driveway areas
of the center and Landlord further agrees to carry public liability insurance
coverage on all such areas, in a company qualified to transact business in the
state in which the Demised Premises are located, stipulating limits of liability
of not less than $250,000.00 for an accident affecting any one person; and not
less than $1,000,000.00 for an accident affecting more than one person; and not
less then $1,000,000.00 property damage. Certificates of such coverage from the
insurer shall be furnished to Tenant upon written request.
11.3 Plate Glass and Sprinkler Insurance. Tenant, at its sole
expense, shall obtain and continuously maintain during the Initial Term and all
Renewal Terms hereof (1) a comprehensive glass insurance policy protecting all
plate and other glass in the Demised Premises and (ii) sprinkler and water
damage insurance. Landlord shall be a named insured under such policies and all
such insurance shall be placed in good and responsible companies acceptable to
Landlord. At commencement of the term hereof, certificates of such coverage from
the insurers providing thirty (30) days notice to Landlord prior to cancellation
or termination shall be furnished
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to Landlord. Loss, if any, under such policies shall be payable to Landlord, and
Landlord agrees that any policy proceeds received by it will be held in trust
and made available for repair or restoration of the damaged or destroyed
property. Tenant shall have the right to self-insure its obligations under this
paragraph 11.3.
ARTICLE XII
ASSIGNMENT, SUBLETTING AND RECAPTURE
12.1 Assignment and Subletting by Tenant. Tenant may not assign
this Lease, nor sublet the Demised Premises, nor permit the Demised Premises to
be occupied or used by third persons or entities, without the prior written
consent of landlord; provided, however, that such consent shall not be
unreasonably withheld and that even if Landlord shall consent to any such
assignment, Tenant shall remain liable and responsible under the Lease unless
Landlord specifically agrees otherwise. Notwithstanding the foregoing, in the
event Tenant shall desire to assign the Lease or sublet more than forty percent
(40%) of the Demised Premises, Tenant shall so notify Landlord in writing of its
intention prior to any such assignment or subletting. Landlord shall have
fifteen (15) days from receipt of such notice within which this Lease may be
terminated by written notice to Tenant, failing which, Tenant shall be entitled
to exercise its rights of assignment or sublet as provided for above in this
Article 12.1. The proposed assignee or sublessee or its business is subject to
compliance with additional requirements of the law commonly known as the
"Americans with Disabilities Act" beyond those requirements which are applicable
to the tenant desiring to assign or sublease.
12.2 Exclusives. For so long as Tenant is not in default hereunder,
and for so long as Tenant occupies and actively conducts its business from the
Demised Premises in accordance with the terms of this Lease, Landlord will not
lease or rent any other premises in the Office Center described in Exhibit A to
any new tenant whose primary business is the operation of a commercial banking
facility. Anything contained herein to the contrary notwithstanding, it is
expressly understood between the parties that Landlord intends to lease space in
the Office Center to a stock brokerage firm which has the right to carry on
activities as normally are carried on in such along with the right to include
residential and commercial mortgage loan activities. It is further understood
between the parties, that for so long as Xxxxx Xxxxxx Realtors, its affiliates,
or assigns, are tenants in the 20,000 square foot office building, that the
Demised Premises shall not be operated by a Tenant whose primary business is the
operation of a residential real estate brokerage office.
12.3 Failure to Operate and Recapture. In the event (a) Tenant
shall cease to operate a business on the Demised Premises for the purpose herein
demised for a period in excess of sixty (60) days, and shall fail to notify
Landlord within said period of time in writing of intentions to reopen the
premises for such purpose within a reasonable time, or (b) Tenant shall notify
Landlord in writing of its intention to permanently close its business, then in
either event, Landlord shall have thirty (30) days within which the Lease may be
terminated by written notice to Tenant. After said thirty (30) day period, if
Landlord shall not so terminate this Lease, then Tenant be entitled to exercise
its rights of assignment and sublet as provided for above in Article 12.1.
12.4 Assignment by Landlord. Landlord may assign by way of security
or otherwise this Lease or any part hereof or any right hereunder without
Tenant's consent, and its entire rights under the Lease (other than a security
assignment) shall relieve Landlord of any further obligation hereunder, except
for obligations accrued at the time of such assignment, if the assignee assumes
and agrees to perform the obligations of the Landlord hereunder.
ARTICLE XIII
MORTGAGE SUBORDINATION
13.1 Agreement to Subordinate. This Lease shall be and hereby is
made subject and subordinate at all times to the lien or security title of any
mortgage granted by Landlord which may now or hereafter affect the real property
of which the Demised Premises forms a part, and to all renewals, modifications,
consolidations, participations, replacements and extensions thereof. While this
provision shall be self-executing, upon Landlord's written request, Tenant
agrees to execute and deliver, in recordable form, a separate written agreement,
satisfactory
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to the holder of any such mortgage, evidencing such subordination, provided,
however, Landlord shall use its reasonable efforts to provide a nondisturbance
agreement from Landlord's mortgagee acknowledging and agreeing to the terms
hereinafter specified in this Section 13.1. The term "mortgage" as used in this
Lease shall include deeds of trust and deeds to secure debt. Upon Tenant's
written request, Landlord will ask the holder of any mortgage affecting the
Demised Premises to agree, in writing, in recordable form, for itself, its
successors and assigns, that the rights of Tenant under the Lease shall not be
terminated, and the possession of Tenant shall not be disturbed by any mortgagee
or by any proceeding on the debt which any such mortgage secures, or by any
person, firm or corporation whose rights were acquired as a result of such
proceeding or by virtue of a right or power contained in any such mortgage or
the bond or note secured thereby and that any sale at foreclosure will be
subject to this Lease, subject however, to the conditions requested by such
mortgagee as a prerequisite to the execution of such agreement. Tenant agrees
that, in the event of foreclosure of any such mortgage or sale of the Demised
Premises under the power contained therein, Tenant will attorn to and accept the
purchaser at any such sale as Landlord for the balance of the then remaining
term of the Lease, subject to all of the terms and conditions.
13.2 Notice to Mortgagee. If Landlord shall notify Tenant of the
placing of any mortgage against the Demised Premises, Tenant agrees that in the
event of any act or omission by Landlord or any other occurrence which would
give Tenant the right to terminate this Lease, to claim a partial or total
eviction, or to reduce any rental payments hereunder, Tenant shall not exercise
any such right (a) until it has notified in writing the holder of any mortgage
which at the time shall be a lien on the Demised Premises and of which it has
notice, of such act or omission (b) until a reasonable period, not exceeding
thirty (30) days, for commencing the remedying of such act or omission shall
have lapsed following the giving of such notice, and (c) Landlord or such
holder, with reasonable diligence, shall not have so commenced and continued to
remedy such act or omission or cause the same to be remedied.
ARTICLE XIV
EXPIRATION OF TERM AND HOLDING OVER
14.1 Expiration. At the expiration or earlier termination of the
lease term Tenant shall surrender the Demised Premises, together with
alterations, additions, and improvements then a part thereof, in good order and
condition except for the following: ordinary wear and tear, repairs required to
be made by Landlord, and loss or damage by fire, the elements and other casualty
covered by insurance. All furniture and trade fixtures installed in the Demised
Premises at the expense of Tenant or other occupant shall remain the property of
Tenant or such other occupant and shall be removed by Tenant upon the
termination of the lease term.
14.2 Holding Over. In the absence of any written agreement to the
contrary, if Tenant should remain in occupancy of the Demised Premises after the
expiration of the lease term, it shall so remain as a tenant from month-to-month
and all provisions of this Lease applicable to such tenancy shall remain in full
force and effect.
ARTICLE XV
SIGNS
15.1 Signs. Landlord may erect and maintain such signs as it, in
its sole discretion, may deem appropriate to advertise the shopping center of
which the Demised Premises are a part. Tenant shall have the obligation to erect
and maintain a sign on the building forming a part of the Demised Premises
within thirty (30) days after the opening of its store. It is understood that
such sign shall be in harmony with the balance of the stores in the shopping
center and comply with the standard sign criteria attached as Exhibit D hereto.
Prior to erection of any sign permitted hereunder, Tenant shall submit to
Landlord a drawing of such proposed sign and obtain Landlord's approval thereto,
which approval shall not be unreasonably withheld. The cost of production,
installation and maintenance of the Tenant's sign shall be the sole
responsibility of the Tenant. Within nine (9) months following the Opening for
Business, Landlord may provide a monument sign at no cost to Tenant for the
Shopping Center. Is understood between the parties that a Hotel may be located
on the rear portion of Landlord's property and in such event such hotel user
will be entitled to a distinct and separate sign above the Landlord's
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monument sign. All such signs erected by Tenant shall comply with all the
requirements of public authorities having jurisdiction with respect thereto, and
Tenant will indemnify and save Landlord harmless from any claim or damage
arising from or related to the erection, maintenance or removal of such signs.
Landlord reserves the right to permit other tenants in the center to place
pylon-type or other signs, as Landlord deems fits, in the common area.
ARTICLE XVI
TAXES, OPERATING EXPENSES AND INSURANCE
16.1 Reimbursement for Ad Valorem Taxes. In addition to rentals
provided for in Article III hereof, Tenant shall pay to Landlord as additional
rental "Tenant's pro rata share" of all ad valorem taxes on the building and
land of which the Demised Premises are a part, and all improvements now or
hereafter located thereon. For these purposes, "Tenant's pro rata share" of such
taxes shall be that percentage which is determined by dividing the number of
square feet of gross space in all buildings in the center into the number of
square feet of gross space in the Demised Premises. Tenant agrees to pay to
Landlord on the first (1st) day of each calendar month such amounts as Landlord
estimates from time to time as necessary to pay Tenant's pro rata share of such
taxes. Landlord shall xxxx Tenant annually, after the end of each calendar year
for Tenant's pro rata share of such taxes, which xxxx shall set forth the method
of calculation of such pro rata share. In the event that Tenant's actual pro
rata share, as computed above, exceeds the aggregate amount paid by Tenant in
the preceding year pursuant to this paragraph, Tenant shall, with the next
installment of Annual Minimum Rental becoming due, pay such deficiency to
Landlord. In the event that the aggregate amount paid by Tenant in the preceding
year shall exceed Tenant's pro rata share of such costs for such year, Landlord
shall pay such excess to Tenant at the time such xxxx is submitted to Tenant.
16.2 Reimbursement for Maintenance of Common Areas. In addition to
the rentals provided for in Article III hereof, Tenant shall pay to Landlord as
additional rent, "Tenant's pro rata share" of the cost of maintaining the common
areas of the center of which the Demised Premises are a part. For these
purposes, "Tenant's pro rata share" of such costs shall be that percentage which
is determined by dividing the number of square feet of gross space in all
buildings in the center into the number of square feet of gross space in the
Demised Premises; and the "cost of maintaining the common areas of the center"
shall include all reasonable expenses incurred by Landlord (including, as an
expense, amounts determined as reasonable in appropriate reserves for the
replacement of equipment not capital in nature) in operating, managing,
equipping and policing the common areas, including, without limiting the
generality of the foregoing, all costs incurred as a result of Landlord's
obligation with respect to common area maintenance set forth in Paragraph 7.1
above, provided said costs shall not include items of a capital nature. Tenant
agrees to pay to Landlord on the first (1st) day of each calendar month such
amounts as Landlord estimates from time to time as necessary to pay Tenant's pro
rata share of such costs. On or before the first (1st) day of June of each year,
Landlord shall deliver to Tenant a statement, certified by the individual in the
employee of Landlord who is primarily responsible for the financial affairs
involving the center, of the actual costs incurred in maintaining said common
areas for the immediately preceding calendar year, together with a computation
of Tenant's pro rata share of such costs. In the event that Tenant's actual pro
rata share, as computed above, exceeds the aggregate amount paid by Tenant in
the preceding year pursuant to this paragraph, Tenant shall, with the next
installment of Annual Minimum Rental becoming due, pay such deficiency to
Landlord. In the event that the aggregate amount paid by Tenant in the preceding
year shall exceed Tenant's pro rata share of such costs for such year, Landlord
shall pay such excess to Tenant at the time such statement is submitted to
Tenant.
16.3 Reimbursement for Casualty and Public Liability Insurance. In
addition to the rentals provided for in Article III hereof, Tenant shall pay to
Landlord as additional rent, "Tenant's pro rata share" of the cost of
maintaining casualty and public liability insurance covering the center of which
the Demised Premises are a part. For these purposes, "Tenant's pro rata share"
of such costs shall be that percentage which is determined by dividing the
number of square feet of gross space in all buildings in the center covered by
the insurance policies maintained by Landlord into the number of square feet of
gross space in the Demised Premises; and the cost of maintaining casualty and
public liability insurance covering the center shall include all costs incurred
by Landlord as a result of Landlord's obligation with respect to casualty
insurance set forth in Paragraph 8.1 above, and with respect to public liability
insurance set forth in Paragraph 11.2 above, respectively. Tenant agrees to pay
to Landlord on the first (1st) day of each calendar month such amounts as
Landlord estimates from time to time as necessary to pay Tenant's pro rata share
of such costs. On or before the first (1st) day of June of each year, Landlord
shall deliver to Tenant a
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statement, certified by the individual in the employ of Landlord who is
primarily responsible for the financial affairs involving the center, of the
actual costs incurred in maintaining said casualty and public liability
insurance for the immediately preceding calendar year, together with a
computation of Tenant's pro rata share of such costs. In the event that Tenant's
actual pro rata share, as computed above, exceeds the aggregate amount paid by
Tenant in the preceding year pursuant to this paragraph, Tenant shall, with the
next installment of Annual Minimum Rental becoming due, pay such deficiency to
Landlord. In the event that the aggregate amount paid by Tenant in the preceding
year shall exceed Tenant's pro rata share of such costs for such year, Landlord
shall pay such excess to Tenant at the time such statement is submitted to
Tenant.
16.4 Tenant's Right to Review Books. Tenant shall have the right to
audit Landlord's record of expenditures referred to in paragraphs 16.1, 16.2 and
16,3, provided such audit shall be at Tenant's sole cost and expense.
ARTICLE XVII
MISCELLANEOUS
17.1 Notices. All notices, elections, demands, requests and other
communications hereunder shall be in writing, signed by the party making the
same and shall be sent by certified or registered United States mail, postage
prepaid, addressed:
To Landlord:
X.X. Xxxxxxx, Xx.
c/o Wiggins Associates
0000 Xxxxxxxx Xxxx
Xxxxxxxx 00, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
To Tenant: Chattahoochee National Bank
0000 Xxxxx Xxxxx Xxxxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000-0000
or at such other address as may hereafter be designated in writing by either
party hereto. The time and date on which mail is postmarked shall be the time
and date on which such communication is deemed to have been given.
17.2 Brokerage. Landlord shall indemnify and hold harmless Tenant
against and in respect of any and all claims, losses, liabilities and expenses
which may be asserted against Tenant by any broker or other person on the basis
of any arrangements or agreements made or alleged to have been made by or on
behalf of Landlord in respect of the transactions herein contemplated. Tenant
shall indemnify and hold harmless Landlord against and in respect of any and all
claims, losses, liabilities and expenses which may be asserted against Landlord
by any broker or other person on the basis of any arrangements or agreements
made or alleged to have been made by or on behalf of Tenant in respect of the
transactions herein contemplated. Landlord acknowledges that Heritage Commercial
Realty, Inc. has acted as agent for the Tenant in this transaction and not as
the agent of the Landlord. Landlord shall pay the brokerage commission to
Heritage Commercial Realty, Inc. in accordance with a separate agreement.
17.3 Equitable Remedies. Except as specifically otherwise provided,
the parties agree that their obligations hereunder shall be enforceable by
specific performance, and that Landlord and Tenant shall be entitled to
restraint by injunction of the violation or attempted or threatened violation of
any of the terms, covenants, conditions, provisions or agreements of this Lease.
Except where stated to be exclusive or sole, the specified remedies to which the
parties may resort under the terms of this Lease are cumulative and are not
intended to be exclusive of any other remedies or means of redress to which
either party may be lawfully entitled in case of any breach or threatened breach
of any provision of this Lease.
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17.4 No Waiver. The failure by either party to insist in any one or
more cases upon the strict performance of any of the terms, covenants,
conditions, provisions or agreements of this Lease shall not be construed as a
waiver or a relinquishment for the future of any such term, covenant, condition,
provision or agreement.
17.5 Entire Agreement. This lease and any written amendments
thereof contains the entire agreement between the parties hereto, and no
promises, agreements, conditions or stipulations not contained herein shall be
binding upon either party hereto.
17.6 (a) Landlord's Right to Cure. In the event Tenant should
fail to perform any of its obligations hereunder, in addition to any other
remedies provided hereunder or by law, Landlord shall have the right, at its
option, to perform such obligations on behalf of Tenant at any time following
ten (10) days' prior written notice to Tenant (except in cases of emergency when
no notice shall be required). In such event, Tenant shall pay the Landlord, as
additional rental hereunder, all costs and expenses so incurred by Landlord
including reasonable attorney's fees upon demand. All such amounts shall bear
interest at the rate of eight percent (8%) from the date such amounts are
incurred until paid.
(b) Tenant's Right to Cure. In the event that Landlord
shall fail to perform any of its obligations hereunder, (including making
repairs), it is required to make and provide services it is required to provide,
pursuant to the terms of this Lease, after having been duly notified by Tenant
in writing sent by certified mail and given thirty (30) days within which to
commence and substantially perform said repairs or replacements or provide said
services, then Tenant shall have the right to make such repairs or provide such
services and to deduct the cost thereof and expenses so incurred in connection
therewith from future accruing rents hereunder, or may otherwise recover the
same from Landlord.
17.7 Captions. The captions and headings throughout this Lease are
for convenience and reference only, and the words contained therein shall in no
way be held or deemed to define, limit, describe, explain, modify, amplify or
add to the interpretation, construction or meaning of any provision of or the
scope or intent of this Lease, nor in any way affect this Lease.
17.8 Successors and Assigns. This Lease, and each and every
provision hereof, shall be binding upon and shall inure to the benefit of
Landlord and Tenant, their respective successors, successors-in-title, legal
representatives, heirs and assigns, to execute any instruments which may be
necessary or appropriate to carry out and execute the purposes and intentions of
this Lease, and hereby authorizes and directs its successors,
successors-in-title, legal representatives, heirs and assigns, to execute all
such instruments. Each and every successor in interest to any part hereto,
whether such successor acquires such interest by way of gift, purchase,
foreclosure, or by any other method, shall hold such interest subject to all of
the terms and provisions of this Lease.
17.9 Severability. In the event any provision of this Lease is held
to be invalid or unenforceable, such invalidity or unenforceability shall not
affect the validity or enforceability of any other provision hereof.
17.10 Modification. No change or modification of this Lease shall be
valid or binding upon the parties hereto unless such change or modification
shall be in writing and signed by the party against whom the same is sought to
be enforced.
17.11 Status of Lease. Landlord and Tenant each agree to certify in
writing the status of this Lease and the rental payable hereunder, at any time,
upon ten (10) days' written notice. Such certificate shall be in a form
reasonably satisfactory to any governmental authority or public agency or to a
prospective purchaser from, or assignee or sublessee of, or holder of a security
instrument executed by Landlord or Tenant, as the case may be. In addition to
any other matters required, such certificate shall certify the commencement date
of the lease term and the anticipated termination date thereof, whether or not
this Lease is in full force and effect; whether or not this Lease has been
amended or modified, and if so, in what manner; the date through which rental
payments have been made; whether or not there are any known defaults under this
Lease, and if so, specifying the particulars of such default and the action
required to remedy it; and whether or not there are any set-offs against or
defenses to the enforcement of the terms and conditions of this Lease, and if
so, specifying the particulars of such set-offs or defenses.
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17.12 Short Form. Landlord and Tenant agree, upon the request of the
other, to execute and deliver a short form or memorandum of this Lease for
recording purposes.
17.13 Delay. If Landlord or Tenant is delayed or prevented from
performing any of its obligations under this Lease by reason of strike or labor
troubles or any outside cause whatsoever beyond Landlord's or Tenant's
reasonable control, the period of such delay or such prevention shall be deemed
added to the time herein provided for the performance of any such obligations by
Landlord or Tenant.
17.14 Applicable Law. This Lease shall be governed by and construed
in accordance with the laws of the State of Georgia.
17.15 Rules and Regulations. The rules and regulations, if any,
appended to this Lease are hereby made a part of this Lease, and Tenant agrees
to comply with and observe the same. Tenant's failure to keep and observe said
rules and regulations shall constitute a breach of the terms of this Lease in
the manner as if the same were contained herein as covenants. Landlord reserves
the right from time to time to amend or supplement said rules and regulations,
if any, or (if none are appended) to make rules and regulations, and to adopt
and promulgate additional rules and regulations applicable to the Demised
Premises and the shopping center. Notice of such additional rules and
regulations, and amendments and supplements, if any, shall be given to Tenant,
and Tenant agrees thereupon to comply with and observe all such rules and
regulations, and amendments thereto.
17.16 Rider. Intentionally Deleted.
17.17 Exculpation. Tenant agrees that Tenant shall look solely to
Landlord's interest in the shopping center property of which the Demised
Premises are a part and Landlord's personal property used in connection
therewith for the satisfaction of any claim, judgment or decree requiring the
payment of money by Landlord based on any default hereunder, and no other
property or assets of Landlord, its affiliates, successors, partners,
shareholders, subsidiaries, or assigns, shall be subject to levy, execution or
other enforcement procedures for the satisfaction of any such claim, judgment,
injunction or decree.
17.18 Parking Stipulations. Landlord and Tenant agree that Tenant
designate three (3) parking spaces in an area immediately to the front of
Tenant's demised premises which Tenant may at its own expense paint the
designation "Reserve Chattahoochee." Landlord shall likewise have the right to
designate Reserve Parking for other Tenants in the Office Center, provided such
spaces should not exceed one (1) space per 1,000 square feet of lease space.
Other than as stated above, the Parties understand and agree that the other
spaces in the Office Center shall be used in common with other tenants located
in the Office Center.
17.19 Hazardous Materials. The Landlord has made sufficient inquiry
as to the presence of any hazardous or toxic materials on the property. Under no
circumstances shall Tenant have any responsibility, liability or any
indemnification duty for any hazardous materials on the property, unless
directly placed on the Premises by Tenant. Landlord and Tenant shall each
indemnify and hold harmless the other for liability and damages proximately
caused by acts of negligence of the other in accordance with the provisions of
Georgia law.
17.20 Attorney's Fees. Should Landlord fail to perform any of its
covenants under this Lease, Tenant shall be entitled to recover, in addition to
any and all other remedies provided under Georgia law, (a) attorneys fees equal
to the gross or full amount of such attorneys fees and all expenses in
connection therewith, or fifteen percent (15%) aggregate amount to be collected
by or to any attorney at law, and (b) interest at the rate of eighteen percent
(18%) per annum aggregate amounts ought to be collected.
Should Tenant fail to perform any of its covenants under this Lease,
Tenant shall be entitled to recover, in addition to any and all other remedies
provided under Georgia law, (a) attorneys fees equal to the gross or full amount
of such attorneys fees and all expenses in connection therewith, or fifteen
percent (15%) aggregate amount to be collected by or to any attorney at law, and
(b) interest at the rage of eighteen percent (18%) per annum aggregate amounts
ought to be collected.
17.21 Consent of Landlord and Tenant. Wherever and whenever in this
Lease any written consent or prior consent of the Landlord is required, such
written consent or prior written consent shall not be unreasonably
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withheld. Wherever and whenever in this Lease any written consent or prior
consent of the Tenant is required, such written consent or prior written consent
shall not be unreasonably withheld.
17.22 Cancellation Provision. The Lease shall contain a provision
whereby Tenant may cancel the Lease at any time after the 18th month on the
Lease by giving Landlord ninety (90) days written notice, and by paying four (4)
months' extra rent and the unamortized portion of Landlord's contribution to
Tenant's Improvements ($15.00 per square foot) based on a sixty (60) month term
commencing from the date of April 1, 1998. The four (4) month rental amount
shall decline on a prorata basis over the period of the remaining thirty-six
(36) months.
IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be
executed under seal the day and year first above written.
WITNESSES: LANDLORD: X.X. XXXXXXX, XX.
/s/ By: /s/ X. X. Xxxxxxx, Xx.
---------------------------- --------------------------------------
Its:
---------------------------- --------------------------------------
WITNESSES: TENANT: CNB HOLDINGS, INC. d/b/a
CHATTAHOOCHEE NATIONAL
BANK
/s/ By: /s/ X.X. Xxxxxx, Xx.
---------------------------- --------------------------------------
Its: President and Chief Executive Officer
---------------------------- --------------------------------------
Attest: /s/ Xxxxxxx X. Xxxxxxx
---------------------------- -----------------------------------
Its: Chief Financial Officer
---------------------------- --------------------------------------
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