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EXHIBIT(10)(V)
NORTH CAROLINA
GUILFORD COUNTY
LEASE
AGREEMENT
THIS LEASE AGREEMENT made and
entered into this 25th day of September, 2002, by and between KRS
OF SUMMERFIELD, LLC, a North Carolina Limited Liability Company,
located in Greensboro, North Carolina (“Owner”) and
BANK OF OAK RIDGE, a North Carolina banking corporation
(“TENANT”).
WITNESSETH:
OWNER, for and in
consideration of the rents, covenants and agreements hereinafter
set forth which are to be paid, kept and performed does lease and
rent to TENANT and TENANT hereby agrees to lease and take and does
hereby lease and take upon the terms and conditions collectively
hereinafter set forth the following described land, building and
improvements to be located at 4423 Highway 220 N, Summerfield,
North Carolina (hereinafter referred to as “Demised
Premises”) to wit:
BEING that certain office
building (the “Building”) containing approximately
3,300 sq. ft. all on the lot known and described as Lot 1, 1.321
Acres, of 4423 Highway 220 N.
THE TERMS and conditions of
the Lease Agreement are as follows:
1.
IMPROVEMENT
(a) OWNER shall at its sole
cost and expense construct improvements on the Demised Premises in
accordance with “Plans and Specifications” submitted by
Samet Corporation for TENANT, a copy of which is attached herewith
and becomes a part of this Lease. TENANT shall, at its sole cost
and expense, pay for any modifications, as Exhibit “A”,
or additions to those Plans and Specifications initiated or
required by TENANT unless otherwise agreed to by OWNER.
(b) Such Plans and
Specifications may be altered, amended or changed from time to time
by mutual agreement by OWNER and TENANT. OWNER agrees to commence
construction promptly upon execution of this Lease and for the
Building and improvements thereon to proceed diligently with the
construction of the Demised Premises. The projected completion date
is February 1, 2003.
2. COMMENCEMENT OF
TERM
a) The right to possession by
TENANT and the obligation to pay rent under this Lease shall
commence when the Building and other improvements which the OWNER
has agreed to construct have been completed in accordance with the
Plans and Specifications attached hereto as Exhibit “A”
and by reference made a part hereof. In the event that the date of
completion occurs other than on the last day of a calendar month,
rental shall become immediately due and payable monthly by TENANT
for the fractional portion of the month in which completion occurs
at the rental rate specified for the first year of the Lease. Such
rental for the fractional portion of a month shall be in addition
to the rental term specified in ARTICLE 3.
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(b) The term of the Lease
shall commence on the first day of the month next succeeding the
month in which completion occurs and Tenant receives a Certificate
of Occupancy for the Demised Premises (“Commencement
Date”). The projected commencement date is August 1,
2002. The Commencement Date and the legal description of the
property shall be incorporated into a Memorandum of Lease to be
executed by the parties upon completion and recorded, at
OWNER’S expense, in the Office of the Register of Deeds of
Guilford County, North Carolina.
(c) OWNER shall deliver the
Demised Premises to TENANT clean and free of debris on the
Commencement Date, and warrants to TENANT that as of the
Commencement Date the plumbing, electrical system, security system,
fire sprinkler system, lighting, air conditioning, heating, loading
doors, parking areas, roof and structural components of the Demised
Premises shall be in good operating condition and repair, and shall
be in full compliance with the Plans and Specifications as may have
been mutually modified by the parties. If a non-compliance with
such warranty exists as of the Commencement Date, OWNER shall
promptly, after receipt of written notice from TENANT setting forth
with specificity the nature and extent of such non-compliance,
rectify same at OWNER’S expense.
3. TERM
(a.) The term of this Lease
shall be twenty (20) years, commencing on the Commencement
Date (“TERM”), in addition to any partial month of
tenancy pursuant to the terms of Paragraph 2(a.)
4. RENTAL
(a) TENANT agrees to pay
OWNER rental payments during the term of this Lease payable in
advance on the first day of each calendar month in installments as
follows:
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i. |
Simultaneously with the signing of this Lease Agreement, TENANT
shall issue a check to OWNER in the amount of $21,650.00 to be
applied as rental for the first and partial last months of the
Lease term. |
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ii. |
For the Forty Eight Month period beginning on the commencement
date, the sum of $10,825.00 per month, plus any applicable sales
tax; provided, however, the deposit paid pursuant to Paragraph 2(a)
(i) shall be applied to the first month’s
rent. |
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iii. |
For the Forty Ninth through the Sixtieth Months the rental sum
shall be $11,907.50 per month, plus any applicable sales tax;
provided, however, the deposit paid pursuant to Paragraph 2(a)
(i) shall be applied to the first month’s
rent. |
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iv. |
Thereafter, the rental shall increase annually on the
anniversary of the Commencement Date by the greater of the
percentage increase in the Consumer Price Index during the previous
twelve-month period or 2.5% per year, but not to exceed
5% per year, plus applicable sales tax. |
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(b) |
If any
installment of rental is not paid on or before the tenth day of the
calendar month during which such
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payment becomes due,
TENANT shall be obligated to pay to OWNER five percent (5%) of
the amount of each late payment as a late payment charge which
shall be due and payable upon receipt by TENANT of a statement
setting forth the amount due.
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(c) |
All payments of rental shall be paid by TENANT to OWNER without
any right of set-off and without notice or demand at the address
set forth in the notice provisions of this Lease or at such other
address as OWNER may from time to time designate in writing to
TENANT. All rentals shall be paid by check payable to KRS Of
Summerfield, LLC or to such person, firm or corporation as OWNER
may designate in the future by notice given pursuant to the notice
provisions of this Lease. |
5. USE AND
COMPLIANCE WITH LAWS
(a) TENANT shall not conduct
on the Demised Premises nor permit to be conducted on the Demised
Premises any business which is in violation of the laws of the
State of North Carolina or any law or ordinance of any political
subdivision having jurisdiction over the Premises.
(b) TENANT shall conduct all
activities being used by it on the Demised Premises in such a
manner as to be in full compliance with all state, federal,
municipal or county laws, ordinances or regulations.
6. PAYMENT OF TAXES AND
ASSESSMENTS
TENANT covenants and agrees
to pay all ad valorem taxes on the Demised Premises over the term
of this Lease and shall be obligated to reimburse OWNER for payment
of such taxes with the payment of rental that becomes due in the
calendar month next succeeding the month in which OWNER gives
TENANT written notice of the amount of such taxes. TENANT shall pay
directly all ad valorem taxes and assessments of any nature imposed
or assessed upon or against fixtures, equipment, merchandise or
other personal property installed or kept upon the Demised
Premises. OWNER shall pay any and all assessments for local
improvements, such as water and sewer facilities, street
improvements and the like imposed or assessed against any portion
of the land hereby leased to TENANT. Taxes for any partial year
shall be prorated between the parties based on a calendar
year.
7.
UTILITIES
TENANT shall at its own
expense obtain all fuel, water, sewer, electric power, telephone
and other utilities which it shall consume in connection with its
occupancy of the Demised Premises.
8. REPAIRS, INSURANCE AND
DAMAGE OR DESTRUCTION
(a) TENANT shall, at its own
expense, maintain the Building and grounds on the Demised Premises,
including all windows and doors, in good condition, save and except
ordinary wear and tear and damage from fire, windstorm or other
casualty to the extent that such damage is covered by insurance
carried by OWNER pursuant to the provisions of Paragraph 8(c). All
damage to or destruction of glass in the Building shall be at the
risk of TENANT.
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(b) After OWNER’S
completion of the construction of the Building and improvements
thereon in accordance with the Plans and Specifications and during
the term of this Lease, TENANT shall, at its own expense, perform
all routine maintenance (e.g. repair stopped toilet caused by
misuse and replace burned out lights, etc.), maintain the
landscaping, make all necessary repairs to the roof and structural
portions of the building, heating system, electrical system,
plumbing system, fire protection system (including annual
inspection), air conditioning system (including any associated
maintenance agreement) and all other equipment installed in the
Building, and replace any and all such equipment as and when such
replacement becomes necessary. TENANT shall maintain an active
service agreement on HVAC systems during the term of the Lease and
provide OWNER with evidence of same. OWNER shall nevertheless make
available to TENANT the benefits of any and all warranties on any
of such equipment originally installed in the Building. TENANT
shall, at its expense, be responsible for the cost of repair or
replacement of all paving, in TENANT’S sole discretion,
including sidewalks and parking areas, during the term of this
Lease and such obligation shall include any replacements if
needed.
(c) OWNER shall at all times
carry a standard coverage insurance policy covering the Demised
Premises, including fixtures, in an amount not less than the
replacement cost. The premiums for such insurance shall be
reimbursed by TENANT and shall be due and payable with the next
installment of rent which becomes due after the OWNER notifies
TENANT of the amount of such insurance premium. TENANT shall carry
such insurance covering its property located on the Demised
Premises or shall as to such property be a self-insurer. TENANT
shall obtain and keep in force during the term of this Lease a
Commercial General Liability policy of insurance protecting TENANT
and OWNER (as an additional insured) against claims for bodily
injury, personal injury and property damage based upon, involving
or arising out of the use, occupancy or maintenance of the Demised
Premises. Such insurance shall be on an occurrence basis providing
single limit coverage in an amount not less than $1,000,000 per
occurrence. OWNER may also maintain liability insurance in addition
to, and not in lieu of, the insurance required to be maintained by
TENANT.
(d) In the event the Building
is damaged by fire or other casualty, TENANT shall give immediate
notice in writing to OWNER. If the Building is partially damaged,
but not to such extent as to render the Demised Premises wholly
untenantable for the purposes for which TENANT uses them under this
Lease, the rental and all obligations of TENANT shall abate
proportionately from the date of such notice based on the number of
square feet which TENANT is unable to use for the purposes for
which it was leased and OWNER shall be obligated to make and to
complete with due and reasonable diligence such repairs as may be
necessary to restore the building to its condition as before such
damage occurred. If the damage to the Building is so extensive as
to render the Demised Premises wholly untenantable for the purposes
for which TENANT uses them under this Lease, the rent shall cease
from the time OWNER is notified in writing by TENANT. If the
Demised Premises are wholly untenantable, OWNER shall proceed, at
his expense and as expeditiously as practicable to repair the
damage, unless, because of the substantial extent of the damage or
destruction he should decide not to repair or restore the Demised
Premises, in which event and at OWNER’S sole option, OWNER
may terminate this Lease forthwith by giving TENANT a written
notice of his intention to terminate within sixty days after the
date of the fire or other casualty. Furthermore, should such
casualty occur within six months of the end of the then current
term of the Lease or OWNER should be unable to repair or restore
the Demised Premises within 180 days of the date of the
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occurrence of the damage to
the Demised Premises, TENANT shall have the option to terminate
this Lease forthwith by giving OWNER a written notice of its
intention to terminate within 60 days after the date of the fire or
other casualty.
(e) In the event of
disagreement between the parties as to the extent of damage or
amount of rental reduction, the differences shall be decided by
arbitration, as outlined in ARTICLE 20 of this
Agreement.
9. MUTUAL
INDEMNIFICATION
(a) Except for OWNER’S
willful actions or negligence and/or any failure by OWNER to
fulfill its obligations hereunder, TENANT shall indemnify, protect,
defend and hold harmless OWNER from and against any and all claims,
damages, costs, liens, judgments, reasonable attorneys’ fees,
expenses and liabilities arising out of, involving, or in dealing
with, the occupancy of the Demised Premises by TENANT during the
Term, any negligent act or omission of TENANT, its employees or
invitees, and arising out of any breach by TENANT in the
performance of any obligations on TENANT’S part to be
performed under this Lease. The foregoing shall include, but not be
limited to, the defense or pursuit of any claim or any action or
proceeding involved therein. In case any action or proceeding is
brought against OWNER by reason of any of the foregoing matters,
TENANT upon notice from OWNER shall defend the same at
TENANT’S expense by counsel reasonably satisfactory to OWNER
and OWNER shall cooperate with TENANT in such defense. OWNER need
not have first paid any such claim in order to be so
indemnified.
(b) Except for TENANT’S
willful actions or negligence and/or any failure by TENANT to
fulfill its obligations hereunder, OWNER shall indemnify, protect,
defend and hold harmless TENANT from and against any and all
claims, damages, costs, liens, judgments, reasonable
attorneys’ fees, expenses and liabilities arising out of,
involving, or in dealing with, any acts or omissions of OWNER or
any prior owner or tenant of the Demised Premises occurring prior
to the Commencement Date, any act, omission or neglect of OWNER,
his agents, employees or invitees, any breach of a representation
and warranty of OWNER, or arising out of any breach by OWNER in the
performance of any obligation of OWNER under this Lease. The
foregoing shall include, but not be limited to, the defense or
pursuit of any claim or any action or proceeding involved therein.
In case any action or proceeding is brought against TENANT by
reason of any of the foregoing matters, OWNER upon notice from
TENANT shall defend the same at OWNER’S expense by counsel
reasonably satisfactory to TENANT and TENANT shall cooperate with
OWNER in such defense. TENANT need not have first paid any such
claim in order to be so indemnified. The terms of this indemnity
shall not terminate upon the termination of the Lease or the sale
or transfer of the Demised Premises.
10. IMPROVEMENTS AND
ALTERATIONS
TENANT shall make no
alterations or additions to the building or Demised Premises
without the written approval of OWNER, but such approval shall not
be unreasonably withheld. TENANT shall submit plans in reasonable
detail for any proposed alterations or additions. Such work shall
be in compliance with all applicable codes and ordinances. Except
for TENANT’S equipment and machinery, all improvements shall
become the property of OWNER at the end of the term of this lease
or, at OWNER’S option, removed by TENANT at TENANT’S
expense.
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11. RIGHT TO
SUBLET
TENANT shall not sublease or
assign the Demised Premises without the written approval of OWNER,
but such approval shall not be unreasonably withheld. No permitted
subleasing or assignment shall relieve TENANT from any obligations
on its part imposed by this Lease Agreement. TENANT agrees to
reimburse OWNER for any costs and expenses (including reasonable
attorney’s fees) incurred by OWNER in connection with
TENANT’S assignment or subletting.
12. RIGHT TO REMOVE
PERSONALTY
TENANT shall not remove from
the Premises any parts or portions of the heating, electrical, air
conditioning or plumbing systems, even though provided at its
expense. Otherwise, TENANT shall have the right to remove and shall
remove upon request of OWNER at termination of the Lease all
equipment, fixtures, merchandise and other personal property
installed or provided by TENANT. In the event such removal shall
injure or damage the building or Demised Premises, TENANT shall
promptly repair all such damage at its own expense or pay to OWNER
the agreed, reasonable cost of such repairs. Upon termination of
the Lease, TENANT shall remove all of its personal property and
leave the premises “broom clean”.
13. RIGHT OF
INSPECTION
OWNER or his delegees shall
have the right to enter upon and inspect the Demised Premises at
and upon reasonable times and occasions during the Lease term,
however, except in case of emergency, OWNER shall only have the
right to enter upon and inspect the Building upon reasonable notice
to TENANT and during normal business hours.
14. TAKING BY EMINENT
DOMAIN
(a) If the total Demised
Premises or all of the Building is taken for any public purpose
pursuant to the power of eminent domain (including purchase under
threat of condemnation) this Lease shall terminate as of the date
that the condemning authority takes title or possession, whichever
occurs first.
(b) If the Demised Property
is partially taken for public use pursuant
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