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Contract for Ground Lease with Option to Purchase Real Property dated June 3, 2005

Ground Lease Agreement

Contract for Ground Lease with Option to Purchase Real Property dated June 3, 2005 | Document Parties: BankGreenville Financial Corporation | Hollingsworth Funds, Inc. | Woodvan, LLC You are currently viewing:
This Ground Lease Agreement involves

BankGreenville Financial Corporation | Hollingsworth Funds, Inc. | Woodvan, LLC

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Title: Contract for Ground Lease with Option to Purchase Real Property dated June 3, 2005
Governing Law: South Carolina     Date: 3/30/2006

Contract for Ground Lease with Option to Purchase Real Property dated June 3, 2005, Parties: bankgreenville financial corporation , hollingsworth funds  inc. , woodvan  llc
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Exhibit 10.6

Contract for Ground Lease with Option to Purchase Real Property dated June 3, 2005.


Exhibit 10.6

 

 

 

STATE OF SOUTH CAROLINA

 

)

 

                   CONTRACT FOR

 

 

 

)

 

              GROUND LEASE WITH

 

COUNTY OF GREENVILLE

 

)

 

OPTION TO PURCHASE REAL PROPERTY

 

        THIS CONTRACT FOR GROUND LEASE WITH OPTION TO PURCHASE REAL PROPERTY (“Contract”) is made and entered into as of the Effective Date (as hereinafter defined), by and between BankGreenville Financial Corporation , a South Carolina corporation (“Tenant”), Hollingsworth Funds, Inc. , a South Carolina corporation (“HFI”), and Woodvan, LLC , a South Carolina limited liability company (hereinafter “Woodvan”) (HFI and Woodvan may sometimes be hereinafter referred to collectively as “Landlords”).

WITNESSETH:

        THAT FOR AND IN CONSIDERATION of the mutual covenants, agreements, and undertakings herein set forth, together with the sum of Ten Thousand and 00/100 ($10,000.00) Dollars (the “Earnest Money”) paid by Tenant to Coldwell Banker Commercial Caine, as the Escrow Agent, to be held and disbursed in accord with the terms of this Contract, the receipt and sufficiency of which are hereby acknowledged, Landlords hereby agree to lease to Tenant the real property described herein, together with an option to purchase said real property, on the following terms and conditions:

    1.        Description of Property . The real property which is the subject of this Contract is that certain tract or parcel of land, containing not less than 1.0 acre nor more than 1.5 acres, located at the northwest corner of the intersection of Woodruff Road and Rocky Slope Drive, in Greenville County, South Carolina, together with the improvements located on the property, and all rights, ways, alleys, easements and appurtenances thereto (collectively the “Property”). The exact size, shape, and dimensions of the Property shall be agreed upon by the parties and shall be shown on a plat of a survey thereof (the “Survey”) prepared by a registered land surveyor or engineer licensed by the State of South Carolina (the “Survey”), to be paid for by Tenant. In the event that Landlords and Tenant have not agreed on the size, shape, and dimensions of the Property by the end of the initial one hundred twenty (120) day Inspection Period (as defined in Paragraph 2 below), Tenant may terminate this Contract by giving Landlords written notice of termination prior to the end of the initial one hundred twenty (120) day Inspection Period, in which event the Earnest Money shall be refunded to Tenant and none of the parties shall have any further rights against the others whatsoever.

    2.        Tenant’s Rights — Inspection Period .

                (a)        For a period of one hundred twenty (120) days after the Effective Date of this Contract (which period is referred to herein as the “Inspection Period”), Tenant, its authorized agents and employees, as well as others authorized by Tenant, shall have full and complete access to the Property and shall be entitled to enter upon the Property and make such marketing, financial, surveying, architectural, engineering, topographical, geological, soil, subsurface, environmental, water drainage, traffic, structural, mechanical, and any other surveys, audits, investigations, inspections, evaluations, studies, tests, borings, and measurements as Tenant deems necessary or advisable, so long as the same do not result in any material adverse change to the physical characteristics of the Property. Tenant agrees to indemnify, defend and hold Landlords harmless from and against any and all claims, costs, expenses and liabilities, including reasonable attorney’s fees, arising out of or by reason of the investigations conducted by Tenant or Tenant’s agent(s).

                (b)        Tenant may extend the Inspection Period for an additional ninety (90) days (the “Extended Inspection Period”) (the Inspection Period and Extended Inspection Period shall be collectively referred to as the “Inspection Period”) by giving Landlords written notice of said extension and paying an additional earnest money deposit of Ten Thousand and 00/100 ($10,000.00) Dollars (the “Additional Earnest Money”) to Escrow Agent before the expiration of the initial one hundred twenty (120) day Inspection Period.


                (c)        Tenant shall have the exclusive right to terminate this Contract at any time during the Inspection Period for any reason in its sole discretion by giving written notice of such termination to Landlords and Escrow Agent prior to the end of the Inspection Period. Upon such termination, Escrow Agent shall refund the initial $10,000.00 Earnest Money to Tenant; provided, however, that in the event that Tenant terminates this Contract pursuant to this Paragraph 2 during the Extended Inspection Period, the $10,000.00 Additional Earnest Money shall not be refunded to Tenant but shall be paid to Landlords. Upon termination by Tenant as provided herein, this Contract shall be null and void and none of the parties shall have any further rights against the others whatsoever. Once the Inspection Period has expired, all of the Earnest Money shall become non-refundable to Tenant, except as provided in Paragraphs 3, 7, 10, 15, and 19.

                (d)        After any inspections by Tenant, Landlords shall maintain the Property, and all improvements and systems thereon, in the same condition that existed at the time of the inspections, reasonable wear and tear excepted.

    3.        Ground Lease . Landlords hereby agree to lease the Property to Tenant (the “Ground Lease). The terms of the Ground Lease shall be mutually agreeable to the parties and shall be set forth in a detailed Ground Lease Agreement executed by all of the parties. In the event that the parties have not agreed on the terms of a Ground Lease Agreement by the end the Inspection Period, Tenant may terminate this Contract by giving written notice of termination to Landlords prior to the end of the Inspection Period, in which event all Earnest Money paid hereunder shall be refunded to Tenant, and none of the parties shall have any further rights against the others whosoever. Said Ground Lease Agreement shall provide, among other terms and provisions, the following:

                (a)        The Ground Lease shall be for a term of not less than two (2) years nor more than five (5) years and shall be a “triple net lease”, with Tenant paying all taxes, insurance, utilities, and assessments applicable to the Property.

                (b)        Tenant shall pay Landlords annual rent equal to nine (9%) percent of the purchase price as determined under Paragraph 6 below, which rent shall be paid in advance in equal monthly installments, beginning January 1, 2006. Payment of rent may be made from the Earnest Money. Upon written request from Tenant, Escrow Agent shall pay Landlords the monthly rent from the Earnest Money, until such time as the Earnest Money is depleted. All rent payments made by Tenant to Landlords shall be credited against the purchase price payable at Closing, if the Tenant shall elect to purchase the Property as herein provided.

                (c)        Tenant shall have the right to construct on the Property a banking office and any appurtenances thereto, including, but not limited to drive through windows and ATM machine sites. The design and location of the improvements, and the exterior colors and materials, shall be subject to the approval of Landlords, which approval shall not be unreasonably withheld.

    4.        Assignment by HFI . HFI shall have the right to convey its interest in the Property to Verdae Development, Inc. (“VDI”), and intends to make said conveyance prior to December 31, 2006. At the time of said conveyance, Landlords shall assign its rights and obligations under this Contract to VDI. HFI shall give Woodvan and Tenant written notice of the conveyance of the Property to VDI within ten (10) days after the recording of the deed of said conveyance.

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    5.        Option to Purchase Property . The Ground Lease shall grant to Tenant an exclusive option to purchase the Property under the terms and conditions hereinafter provided. Tenant may exercise its option to purchase the Property by giving written notice of said exercise to Landlords within the time periods set forth herein. Tenant shall have no right to exercise its option to purchase the Property unless and until HFI has conveyed its interest in the Property to VDI. Tenant shall exercise its option to purchase the Property after HFI has conveyed its interest in the Property to VDI and on or before the later of (i) the end of the Inspection Period, or (ii) fifteen (15) days after HFI gives Tenant written notice of the conveyance of its interest in the Property to VDI. In the event that Tenant has not terminated this Contract under Paragraph 2 above and Tenant fails to exercise its option to purchase by (x) at the end of the Inspection Period under Subparagraph (i) above, or (y) the end of the fifteen (15) day period under Subparagraph (ii) above, as applicable, in either of said events, the balance of the Earnest Money shall be paid to Landlords and Landlords may retain all rent payments received by Landlords, this Contract and the Ground Lease shall terminate, and none of the parties shall have any further rights against the others whatsoever.

    6.        Purchase Price . The purchase price of the Property shall be Eleven and 50/100 ($11.50) Dollars per gross square foot of land located within the boundaries of the Property as determined by the Survey, exclusive of any part of the Property located within any rights of way for public roads. The purchase price shall be paid by the Tenant as follows:

                (a)        The balance of the Earnest Money and all rent payments, if any, made by Tenant to Landlords shall be applied to and credited against the purchase price payable by Tenant to Landlords at closing.

                (b)        The balance of the purchase price shall be paid by Tenant to Landlords by check acceptable to Landlords or electronically wired funds at the time of closing, subject to any credits, prorations and adjustments provided for in this Contract.

    7.        Title . Landlords shall deliver good, marketable and insurable fee simple title to the Property, free and clear of all liens and encumbrances except for: (a) taxes for the year in which Closing occurs; (b) presently existing easements, covenants, and restrictions of record which do not, in Tenant’s sole discretion, materially and adversely affect Tenant’s intended use of the Property; and (c) any other matters approved by Tenant. For the purposes of this Contract, the term “insurable title” means title that a title insurance company acceptable to Tenant (“Title Company”) is willing to insure by issuing to Tenant a commitment for an American Land Title Association (“ALTA”) owner’s insurance policy in the amount of the purchase price, at standard rates, insuring Tenant’s title to the Property, without exception other than those mentioned above. If Landlords are unable to deliver good, marketable and insurable fee simple title to the Property at Closing in accord with this Paragraph, Tenant may terminate this Contract and the Earnest Money will be refunded to Tenant by the Escrow Agent.

        No later than the expiration of the Inspection Period, Tenant shall, at its expense, obtain a commitment for title insurance issued in accordance with the provisions of this Paragraph. At that time, Tenant shall give Landlords written notice of any objections to matters of title, including any matters of survey. Upon receipt of any such objections to title, Landlords shall have a period of fifteen (15) days within which to either (a) provide the Tenant with written notice of its intention to cure the objectionable matters, in which case the Closing Date will automatically be extended, if necessary, for an additional fifteen (15) days from the date set forth in Paragraph 16; or (b) provide the Tenant with written notice that it does not intend to cure the objectionable matters, in which case the Tenant shall, no later than five (5) days after receipt of Landlords’ notice, elect to either (1) terminate the Contract, in writing, and receive a full refund of the Earnest Money and any rent payments made by Tenant, or (2) waive the objections to title and proceed with the closing.

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    8.        Storm Water Detention . The Property is part of a larger tract of land owned by Landlords consisting of approximately twenty-five (25) acres and shown on Exhibit A, attached hereto and incorporated herein by reference. A storm water drainage system has been constructed to serve the real property shown on Exhibit A. Tenant acknowledges and agrees that in addition to the purchase price of the Property, Tenant shall pay Landlords at Closing a sum estimated not greater than Twenty-Six Thousand and 00/100 ($26,000.00) Dollars, nor less than Twenty-Four Thousand and 00/100 ($24,000.00) Dollars, per acre of the Property for the Property’s share of the costs of maintenance of the storm water management pon


 
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