Exhibit 10.6
Contract for Ground Lease with
Option to Purchase Real Property dated June 3, 2005.
Exhibit 10.6
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STATE OF SOUTH
CAROLINA
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CONTRACT
FOR
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GROUND
LEASE WITH
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COUNTY OF
GREENVILLE
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OPTION TO
PURCHASE REAL PROPERTY
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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