Exhibit
10.1
Bonaventure I Office Lease Agreement with
Greenville First Bank, N.A., dated September 20, 2005
Exhibit
10.1
Bonaventure
I
|
|
OFFICE LEASE
AGREEMENT
|
|
|
|
|
|
Verdae Technology
Park
|
|
GREENVILLE, SOUTH
CAROLINA
|
|
|
|
|
|
|
|
|
|
Landlord:
|
|
|
|
|
|
Verdae Properties,
LLC
|
|
P.O. Box 516
|
|
Greenville, SC
29602
|
|
864-627-8383 Phone
|
|
864-627-8072 Fax
|
|
|
|
|
|
|
|
Tenant:
|
|
|
|
|
|
|
|
|
|
Greenville First Bank, N.
A.
|
|
Bonaventure I
|
|
Suite 100
|
|
100 Verdae
Boulevard
|
|
Greenville, SC
29607
|
Table of Contents:
|
|
Page
Number
|
|
1.
|
LEASED
PREMISES
|
3
|
|
2.
|
TERM AND DELIVERY OF
PREMISES
|
5
|
|
3.
|
RENT
|
6
|
|
4.
|
USE OF
PREMISES
|
9
|
|
5.
|
ASSIGNMENT AND
SUBLETTING
|
9
|
|
6.
|
MAINTENANCE AND
REPAIRS
|
10
|
|
7.
|
IMPROVEMENTS AND
FIXTURES
|
10
|
|
8.
|
UTILITIES AND
SERVICES
|
12
|
|
9.
|
INDEMNITY
|
13
|
|
10.
|
QUIET
ENJOYMENT
|
14
|
|
11.
|
DAMAGE OR
DESTRUCTION OF PREMISES
|
14
|
|
12.
|
EMINENT
DOMAIN
|
15
|
|
13.
|
DEFAULT
|
16
|
|
14.
|
ATTORNEYS' FEES AND
LITIGATION
|
18
|
|
15.
|
LANDLORD'S
LIEN
|
18
|
|
16.
|
SUBORDINATION
|
18
|
|
17.
|
SECURITY
DEPOSIT
|
19
|
|
18.
|
FORCE
MAJEURE
|
19
|
|
19.
|
SEVERABILITY AND
JOINT AND SEVERAL LIABILITY
|
19
|
|
20.
|
RENT A SEPARATE
COVENANT
|
19
|
|
21.
|
RELOCATION
|
19
|
|
22.
|
CERTIFICATE OF
TENANT'S AUTHORITY
|
19
|
|
23.
|
ABSENCE OF
OPTION
|
19
|
|
24.
|
BROKERAGE
COMMISSION
|
19
|
|
25.
|
SPECIAL
PROVISIONS
|
20
|
|
26.
|
AMENDMENTS
|
20
|
|
27.
|
TRANSFER OF
LANDLORD'S INTEREST AND LIMITATIONS ON LIABILITY
|
20
|
|
28.
|
ESTOPPEL
CERTIFICATE
|
20
|
|
29.
|
ENFORCEMENT OF
TERMS
|
21
|
|
30.
|
INSURANCE
|
21
|
|
31.
|
MISCELLANEOUS
|
22
|
|
32.
|
NOTICE
|
22
|
|
|
|
|
|
EXHIBITS:
|
|
A.
|
Legal Description
and Floor Grid
|
24, 25, 26
|
|
B.
|
Rules and
Regulations
|
27
|
|
C.
|
Schedule of Base
Rent
|
29
|
|
D.
|
Tenant
Workletter
|
31
|
|
E.
|
Special
Provisions
|
34
|
|
F.
|
Building Site
Plan
|
35
|
|
G.
|
Confirmation of
Lease Term Agreement
|
36
|
|
H.
|
Memorandum of
Lease
|
38
|
|
I.
|
Building
Retrofit
|
41
|
|
J.
|
Operating Expenses
Unoccupied Premises
|
43
|
THIS LEASE AGREEMENT,
made as of the
20th
day of September, 2005, by and between Verdae Properties,
LLC, a South Carolina limited liability company, hereinafter
referred to as "Landlord", and Greenville First Bank N. A. a South
Carolina Corporation, hereinafter referred to as
"Tenant".
RECITALS
WHEREAS, Tenant as lessee
and Landlord as Lessor hereby desire to enter into this lease
agreement (hereinafter "Lease") upon the terms and conditions
stated herein;
NOW, THEREFORE, in
consideration of the premises and of the mutual covenants contained
herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. LEASED
PREMISES:
a. Description of
Premises: Landlord
hereby leases to Tenant, and Tenant hereby leases from Landlord a
portion of the real property known as Bonaventure I located at 100
Verdae Boulevard in Verdae Technology Park , Greenville, South
Carolina 29607. Further described and depicted as outlined in
red in Exhibit F, which Exhibit is attached hereto and incorporated
herein by this reference (the "Premises"). The Premises are
located on the First and Second floors of the Building (hereinafter
defined), and the Premises occupy a "Rentable Area" of 28,242
square feet and a "Useable Area" of
25,478 square
feet, as defined and determined in accordance with ANSI/BOMA 1996
Standards as specified in Paragraph 31(d) hereof. The
Premises represent 48.54% of the Building Rentable Area. The
Premises are further described as the "Occupied Premises"
consisting of 23,053 Rentable Square Feet and 20,797 Useable Square
Feet and "Unoccupied Premises" consisting of 5,189 Rentable Square
Feet and 4681 Useable Square Feet.
1.
The term "Leased and Occupied" shall refer to the portion of the
Premises, which the Tenant uses to conduct or facilitate the
conducting of any of its business.
2. The
term, "Leased and Unoccupied" shall refer to the portion of the
Premises which the Tenant leases and does not use to conduct
business or facilitate the conducting of its business.
b. The Building:
The Premises are part of a
building known as Bonaventure I (the "Building") constructed and
located at Verdae Technology Park, Greenville, South Carolina on a
portion of real property owned by Landlord and as further described
and depicted on the attached Exhibit A. The Building contains
58,179 Rentable Square Feet.
c. Access:
Landlord or its agents shall
have the right to enter upon the Premises at all reasonable times
for the purpose of inspecting the same, preventing waste, and
making such repairs as Landlord may consider necessary (but without
any obligation to do so except as expressly provided for
herein). During the last 120 days of the Term, the Landlord
may show the Premises to prospective tenants with 24-hour
notice. Tenant shall, at all times, have full but
non-exclusive access to the Premises and at reasonable times to
areas designated for parking, walkways, access ways, elevators,
stairs, hallways, lobbies and other common areas of the
Building.
d. Rules and
Regulations: The
Rules and Regulations attached hereto as Exhibit B are incorporated
herein by reference (the "Rules and Regulations"). Tenant,
its employees, agents and visitors shall observe and abide by the
Rules and Regulations and by such other and further reasonable
rules and regulations as Landlord may prescribe which, in its
judgment, are needful for the reputation, safety, care or
cleanliness of the Building or Premises, or the operations and
maintenance thereof and the equipment therein, or for the comfort
of Tenant and other tenants of the Building. Unless such
change shall materially alter, in Tenants sole opinion, its rights
to operate its business for the purposes intended pursuant to this
lease.
Landlord shall have the right to change or waive any of the Rules
and Regulations, without prior notice to or approval of Tenant.
Landlord will provide Tenant with a copy of such revisions or
amendments to the Rules and Regulations promptly upon implementing
any changes or waivers, but Tenant's failure to receive written
notice of changes or waivers shall not relieve Tenant of its
obligation to adhere to any changed Rules and Regulations of which
Tenant has actual notice. In the case of any one or more
tenants, Landlord shall not be responsible to Tenant for the
nonobservance or violation of any Rules or Regulations by any other
tenant(s) of the Building; provided that Landlord shall take all
reasonable steps to enforce the Rules and Regulations against the
offending Tenant. All such Rules and Regulations are
essential hereto, and without them, this Lease would not have been
entered into by the Landlord. Any breach of any provision of these
Rules and Regulations by the Tenant shall constitute a default
hereunder.
e. Parking:
Landlord shall keep and
maintain parking areas in good condition. Landlord reserves
the right to control the method, manner and time of parking in
areas designated for parking. Landlord shall provide parking
at no cost to Tenant. As long as Tenant is entitled to
possession of the Premises, Tenant shall have the nonexclusive
right to use any driveways, sidewalks, and other common facilities
and areas designated for parking, on the property on which the
Building is located (or on property contiguous thereto), as they
may exist from time to time. It is understood that the
Landlord has provided parking spaces for the Building at the rate
not less than 5 spaces per 1000 square feet of Rentable Area.
The Tenant and its employees, agents, contractors, representatives
or invitees collectively shall not use more than five (5) parking
spaces per thousand square feet of Rentable Area in the Premises
(the "Parking Standard"). In the event that the usage of the
parking spaces exceeds the parking Standard or if vehicles are
parked outside areas designated for parking, Landlord shall have
the right, at Tenant's sole cost and expense, to tow any vehicles
of Tenant or Tenant's employees, agents, contractors,
representatives or invitees violating the Parking Standard or
parking outside the areas designated for parking or to require
Tenant to adopt some other alternative plan to ensure that the
Parking Standard is not exceeded and that parking is confined to
the appropriately designated areas. As provided in Exhibit E,
Special Provisions, the Bank may erect a banking drive-thru
facility. The number of parking spaces required for such
facility shall decrease the Banks allocation of parking spaces.
Further, the Tenant shall have 10 designated Bank Visitor parking
spaces as identified in Exhibit E.
f. Signs and
Advertising:
Tenant shall be afforded such signage as identified in the Tenant
Workletter, attached as Exhibit D hereto; otherwise, Tenant shall
not erect or install any sign or other type display whatsoever,
either upon the exterior of the Building, upon or in any window, or
in any lobby, hallway or door therein located, without the prior
express written consent of Landlord.
g. Condition of Premises and
Acceptance:
Subject to the terms of the Tenant Workletter attached as Exhibit D
hereto and representation made by Landlord addressing the
renovation of the Base Building The Base Building being defined as
the existing structural elements of the building as it exists now
with all tenant improvements removed and including the
improvement/replacements described in Exhibit I in place. It
is agreed that, by occupying the Premises, Tenant acknowledges that
it has had full opportunity to examine and inspect the Building and
the Premises, and further that it is fully informed as to the
character, construction and structure of the Building. In
that the Tenant has elected to retain Professionals for the design
and construction oversight of the Premises, the LANDLORD MAKES NO
REPRESENTATION OR WARRANTY AS TO THE CONDITION OF THE PREMISES OR
THEIR SUITABILITY OR FITNESS FOR TENANT'S PARTICULAR USE OR
PURPOSE. It is further agreed that by occupying the Premises
the Tenant formally accepts the same and acknowledges that Landlord
has complied with all requirements imposed upon it under the terms
of this Lease. This Lease does not grant any right to light
or air over or about the Premises or Building, nor does this Lease
grant Tenant any right to construct any improvement on the roof or
exterior walls of the Building except as provided
herein.
2. TERM AND DELIVERY OF
PREMISES:
a. Term:
The term of this Lease (the
"Term") is for a period of Ten (10) years and Five (5)
months , commencing upon the earliest of;(i) the
completion of the Tenants upfit as evidenced by a Certificate of
Occupancy or Temporary Certificate of Occupancy issued by the City
of Greenville: (ii) such date as Tenant may occupy the Premises as
described in Paragraph 2b; or (iii) June 30, 2006 subject to the
conditions set forth in section 2b below (the "Commencement
Date") and ending at midnight on the Tenth Year and Fifth
month anniversary of the commencement of the Lease or such other
date as this Lease may terminate as hereinafter provided
("Termination Date").
b. Delivery of
Premises: Landlord
covenants to complete all improvements to the Base Building as
described in Exhibit I and deliver premises to Tenant on or before
February 15, 2006. Should Landlord fail to deliver the
premises to on February 15, 2006 Tenants obligations in Section
2.a.iii shall be extended one day for each day the premises are not
delivered. Should such failure continue for more than sixty
(60) days Tenant at Tenants sole option may cancel this Lease.
Tenant will deliver its plans for Landlord's approval not later
than October 15, 2005. Landlord will approve or disapprove
said plans by notice set forth herein below by November 15,
2005. Failure by Tenant to receive any disapproval shall be
deemed an acceptance of said plans as presented. Tenant will
complete the upfit work in accordance with plans and specifications
to be approved by Landlord, which approval shall not be conditioned
or delayed. Landlord and Tenant agree that it maybe mutually
beneficial for some elements of the Base Building to be completed
concurrent with Tenant improvement work, the timing and scope of
such work shall be identified and agreed upon in writing as soon as
practicable. . Both Landlord and Tenant agree that Time is of
the Essence. Should either party fail to perform as stated
herein the other party may seek all remedies available by law
.
c.
Holding Over: The
failure of Tenant to surrender the Premises on the Termination Date
and the subsequent holding over by Tenant, with or without the
consent of Landlord, shall result in the creation of a tenancy at
will with rent payable at 125% of the Rent then in force and
otherwise under the same terms herein set forth. This
provision does not give Tenant any right to hold over at any time
nor shall it be deemed a renewal of the Term either by operation of
law or otherwise.
d.
Renewal/Expansion Option: So long as the Tenant is not in material default
after written notice of any provisions of the lease, the Tenant
shall have the right to renew the lease for three (3) consecutive
five (5) year terms under the same terms and conditions set forth
herein, provided that the Base Rent shall be subject to adjustment
in accordance with the provisions of Exhibit C. Tenant is to
notify Landlord a minimum of 180 days prior to the expiration of
the then current term of its intention to exercise said
option.
e. First
Right of Refusal: Tenant shall be accorded the first right of
refusal on any vacant space in the building. This is
agreeable to the Landlord within the following three
provisions: First, the right of first refusal must be
exercised within ten (10) business days. Second, any exercise
for additional space must have a minimum term of five (5)
years. Third, the rental rate will be equal to the then
effective rate for the Bank's base or extended term and the upfit
will be depreciated, on a straight-line basis, to reflect any term
less than ten (10) years.
f. Commencement Confirmation
Agreement: Within
ten (10) days after the Commencement Date, Landlord and Tenant
shall deliver to each other an agreement in the form provided in
Exhibit H hereto, setting forth the Commencement Date, the date of
expiration of the original Term of this Lease and the dates of
commencement and expiration of any Renewal Options.
3. RENT:
a.
Definitions: As used in this Paragraph 3 and throughout this
Lease, the following definitions shall apply:
1.
The term "Rent" shall include Base Rent (hereinafter defined) and
all Additional Rent (hereinafter defined).
2.
The term "Base Rent" refers to those amounts specified in Exhibit C
to this Lease, which Exhibit is attached hereto and incorporated
herein by reference.
3.
The term "Additional Rent" refers to any and all costs, charges,
and expenses that Tenant assumes, agrees to or is obligated to pay
in accordance with the terms of this Lease, which costs, charges
and expenses are in addition to the Base Rent specified in Exhibit
C hereto.
4.
The term "Operating Expenses" shall mean the expenses of Landlord
for the operation and maintenance of the Premises, the Building,
the land on which they are situated, and the land affected by any
appurtenant rights or benefits to the Building or Premises (such as
parking, drainage and access), which expenses shall include, but
not be limited to, management salaries and fees; maintenance,
repair and janitorial expenses; administrative salaries, costs and
fees; and insurance, security, landscaping costs, and expenditures
for repairs or improvements to the Building or Premises that lead
to a reduction in said Operating Expenses.
5.
The term "Real Estate Taxes" shall mean Landlord's expenditures for
all county, state or city taxes, assessments, governmental levies,
or any other governmental charges, whether general or special,
ordinary or extraordinary, foreseen or unforeseen, or of any kind
or nature, which are or may be assessed or imposed on the Premises,
the Building, the land on which they are situated or land affected
by any appurtenant rights or benefits to the Building or Premises
(such as parking, drainage and access). Real Estate Taxes shall
include any tax, excise or fee measured or payable with respect to
any Rent; and such Real Estate Taxes shall include the expenses of
contesting the amount or validity of any such levies, charges or
assessments.
6.
The term "Utility Costs" shall refer to Landlord's expenses with
respect to furnishing heat, air conditioning, electricity, water,
sewage, gas (if made available at Landlord's sole discretion),
garbage removal and any similar service for the Building and its
occupants.
7.
The term "Expenses" shall refer to the aggregate or sum of all
Operating Expenses, Real Estate Taxes, and Utility Costs and any
applicable sales tax on these items. This Lease is a gross
lease, and as such, Expenses shall not be separately billed or
invoiced to Tenant; instead the "Base Expense Amount," as defined
below and determined by Landlord, is an inherent part of Base
Rent.
8.
Operating Expenses and Base Expense Amount
(a)
Occupied Premises : The term "Base Expense Amount"
shall mean the Tenant's Proportionate Share (defined in Paragraph
3(c) below) of actual Expenses incurred during the Base Year, which
Base Year shall be the period beginning on January 1, 2006, and
ending on December 31, 2006 should Tenants occupancy be delayed
past June 30, 2006 the full calendar year 2007 shall be the Base
Year. For the first year that the Building is in service, the
Base Expense Amount shall be calculated to reflect the fully
assessed value (for Real Estate Tax purposes) of the Building, the
land on which the Building is located and land affected by any
appurtenant rights or benefits to the Building or Premises (such as
parking, drainage and access) and further calculated to reflect
actual Expenses that would be incurred at a level of ninety-five
percent (95%) Building occupancy. During the Term and any
extensions thereof the base year for "Operating Expenses" shall be
reset every five (5) years to be the actual expenses of the next
calendar year. Expenses shall be "grossed-up" to reflect and
occupancy level of 95%.
(b)
Unoccupied Premises : Increases in the Base Expense
Amount for the Unoccupied Premises will be treated in the same
manner as the Occupied Premises (Section 8(a) above) with the
exception that those expense items subject to reduction due to non
occupancy as enumerated in "Exhibit J" will continue to be reduced
by the same percentage each Lease Year. These percentages are
also identified in Exhibit J.
b. Agreement to Pay
Rent: Tenant
hereby agrees to pay Base Rent and any Additional Rent on or before
the first day of the first full calendar month of the Term hereof
and on or before the first day of each and every successive
calendar month thereafter during the Term of this Lease, subject to
the adjustments as provided hereinafter. In the event Term
occurs on a day other than the first day of a calendar month then
the Term will be increased by the remaining days in that
month. The rent shall be prorated based on a three hundred
sixty five (365) day year. The first payment of Rent shall be
in an amount equal to one twelfth (1/12) of the annual rent plus
the prorated Rent for the partial month of occupancy. Rent
and all other sums payable by Tenant to Landlord under this Lease
shall be paid to Landlord without deduction or offset, at Caine
Company, Post Office Box 1908, Greenville, South Carolina 29602 or
at such other place as Landlord may hereafter specify in
writing. Checks shall be made payable to Caine Company or
such other payee as Landlord may hereafter specify in
writing.
In the event any amount of Base Rent and Additional Rent is
received more than ten (10) working days after the first day of a
calendar month, a late fee of ten percent (10%) of such unpaid Base
Rent and Additional Rent shall be paid by the Tenant. Such
fee will be due and payable as Additional Rent on the first day of
the next calendar month and will be charged for each month an
arrearage continues.
c. Operating Expense
Adjustments: The parties hereto acknowledge that the
agreement to pay Rent specified in Paragraph 3(b) of this Lease
does not provide for or address increases in Expenses, which may
hereafter affect the Premises or the Building or the property on
which the Building is located. Accordingly, during the Term of this
Lease, and any renewal thereof, Tenant shall pay to Landlord, in
the form of Additional Rent, its Proportionate Share of the
projected increase in Expenses. Tenant's "Proportionate
Share" is hereby defined as a fraction, the numerator of which is
the total number of square feet of Rentable Area contained in the
Premises, and the denominator of which is the Rentable Area in the
Building. Should Tenant exercise any option that results in
an increase or reduction in the size of the Premises conveyed under
this Lease, the foregoing Proportionate Share shall be adjusted
accordingly.
On or about April 1 following the
end of each calendar year during the Term, or at such later time,
as Landlord shall be able to determine its actual Expenses for the
calendar year last ended, Landlord shall notify Tenant, in writing,
of such actual Expenses. If Tenant's Proportionate Share of
said actual Expenses exceeds the Base Expense Amount and Tenant's
Proportionate Share of any projected increases in Expenses for such
calendar year, then Tenant shall, within thirty (30) days after the
date of such written notice from Landlord, pay to Landlord an
amount equal to such excess. The obligation to make such
payment shall be considered Additional Rent and shall survive the
expiration or earlier termination of this Lease. If the Base
Expense Amount and Tenant's Proportionate Share of any projected
increase in Expenses paid by Tenant during the preceding calendar
year, exceeds the amount payable for such year based upon the
actual Expenses for such calendar year, then Landlord shall credit
such excess to installments of Rent payable after the date of
Landlord's notice until such excess has been exhausted, or if this
Lease shall expire prior to the application of such excess,
Landlord shall pay to Tenant the balance not applied against
Rent. No interest or penalties shall accrue on any amounts,
which Landlord is obligated to credit or to pay Tenant by reason of
this Paragraph 3c.
d. Calculation of Projected
Expense Adjustments: Prior to the end of each calendar year during
the Term of this Lease, Landlord shall deliver to Tenant a
statement setting forth the amount by which Tenant's Proportionate
Share of the projected Expenses for the next calendar year within
the Term of this Lease is anticipated to exceed the Base Expense
Amount. During said following calendar year, Tenant shall pay
to Landlord, as Additional Rent, an amount equal to one-twelfth
(1/12) of Tenant's Proportionate Share of such projected excess
Expenses. The Tenant's obligation to pay such projected
excess shall survive the expiration of the Term.
4.
USE OF PREMISES:
a. Permissible Use of
Premises: The
Premises shall be used by Tenant as a banking and financial
services office and for the support of the aforementioned and for
no other purposes without the prior written consent of the
Landlord. Tenant will not use the Premises for the purpose of
retail sales, provided, however, commercial and consumer-banking
activities shall not be considered to be retail sales. Tenant
shall not do or permit to be done in or about the Premises nor
bring or keep or permit to be brought therein, anything which is
prohibited by or in conflict with any law, statute, ordinance or
government rule or regulation now in force or which may hereafter
be enacted or promulgated, or which is prohibited by any standard
form of fire insurance policy or which will in any way increase the
existing rate of or negatively affect any fire or other insurance
upon the Building or any of its contents, or cause a cancellation
of any insurance policy covering the Building or any part thereof
or any of its contents. Tenant shall not do or permit
anything to be done in or about the Premises which will in any way
obstruct or interfere with the right of other tenants of the
Building, or injure or annoy them, nor will Tenant cause, maintain
or permit any nuisance in, on or about the Premises.
b. Care of Premises:
Tenant shall commit no waste
with respect to the Premises and shall take good care of and keep
in good repair the Premises and fixtures therein. At the
expiration or earlier termination, or cancellation of this Lease,
Tenant shall surrender the Premises and fixtures therein in the
same condition as when initially received by Tenant, subject only
to reasonable wear and tear from normal use, and Tenant shall
surrender all keys for the Premises to Landlord at the place then
fixed for the payment of rent. Subject to the terms and
limitations of Paragraph 7 hereof, Tenant shall remove all Tenant's
property before surrendering the Premises. All injuries to
the Building or fixtures caused by moving the property of Tenant in
or out of the Premises, and any and all breakage or other injury
whatsoever done by Tenant, its agents, servants, employees,
independent contractors, customers, licensees, invitees, or
visitors, as well as any damage done by water, steam, electricity,
fire or other substance due to the acts, omissions or neglects of
the aforesaid parties, may be repaired by Landlord at the expense
of Tenant, and shall become due and payable upon delivery of a
statement of such charges by Landlord to Tenant or mailing the same
postage prepaid, to Tenant at its last known address.
5. ASSIGNMENT AND
SUBLETTING:
a. Notice
of Proposed Sublease, Right of Recapture: Tenant shall notify Landlord if at any
time during the Term hereof it desires to assign this Lease or
sublet all or part of the Premises. Provided Greenville First
Bank, N.A. is not in material default with written notice
Greenville First Bank, N. A. shall have the right during the Lease
Term, or any extensions there of, at any time, to sublet or assign
all or any portion of the Premises and keep the profit, if any, to
any related entity or affiliate of Greenville First Bank, N. A.
whether by merger, consolidation, or any successor company without
the Landlord's approval or consent provided the original entity
remains financially liable and such assignee is of equal or greater
financial strength as the original entity.
It is further understood and agreed
that Tenant, with Landlord's approval, which approval may not be
unreasonably withheld, conditioned or delayed, shall have the right
to assign or sublease all or any portion of the Premises during the
term to any subtenant of a similar type and quality. Tenant
shall retain fifty percent (50%) of any profit derived therefrom
and remit the remaining fifty percent (50%) profit to the Landlord
as additional rent.
b. Sublease or
Assignment upon Landlord Consent: Subject to the foregoing terms of
Paragraph 5(a), Tenant shall not make or permit any assignment,
sublease or mortgage (by operation of law or otherwise) of this
Lease, in whole or in part, without the prior express written
consent of Landlord. Tenant shall not permit the use or
occupancy of the Premises or any portion thereof by anyone other
than Tenant and shall not make any transfer of any nature
whatsoever of its rights or interests under this Lease without the
prior written consent of Landlord. Any such assignment
or subletting, whether approved by Landlord or not shall not
relieve the Tenant of any liability for the total agreed Rent due
hereunder no from Tenant's obligation to perform all the covenants
under this Lease unless Tenant is specifically relieved of such
obligation, in writing by Landlord. Any consent to subletting or
assignment given by Landlord under this paragraph 5 shall not imply
or be deemed to be consent to any other or subsequent instance or
circumstance.
6. MAINTENANCE AND
REPAIRS: Landlord
will, at its own cost and expense, except as may be provided
elsewhere herein or in any exhibit hereto, make necessary repairs
of damage to the Building, corridors, lobby, structural members of
the Building, and equipment used to provide the services referred
to herein, unless any such damage is caused by acts or omissions of
Tenant, its agents, servants, customers, employees, independent
contractors, licensees, visitors or invitees, in which event Tenant
will bear the cost of such repairs. Tenant shall have the
obligation to repair and maintain the Premises except where damage
to the Premises is caused by the negligence or willful acts or
omissions of Landlord, its agents, employees, or invitees, or the
failure of any Building system or structure, including but not
limited to windows and exterior walls that are the expressed
responsibility of the Landlord to maintain.
7. IMPROVEMENTS AND
FIXTURES:
a. Improvements by
Landlord: If Landlord and Tenant desire for improvements
to be made to the Premises prior to the Commencement Date, such
improvements shall be made pursuant to the Tenant Workletter
attached hereto and made a part hereof as Exhibit D.
Tenant acknowledges that, after the
Commencement Date, If Landlord is to additionally alter, remodel,
improve, add to, or do any physical act or thing to the Premises,
other than as required herein, same shall be at the sole expense of
Tenant and shall be effected only by a work order signed by both
Landlord and Tenant. Any monies due Landlord from Tenant for
completed work orders shall be deemed Additional Rent
hereunder. In the absence of a work order signed by the
parties Landlord is under no obligation to make any such
improvement or to do any physical act or thing to the
Premises.
b. Improvements by
Tenant: Tenant
shall make no improvements to the Premises without prior written
approval of Landlord. Such approval shall not be unreasonably
withheld if such improvements are normal for office use, do not
alter the exterior of the Building, are not of a structural nature
and are accompanied by prepayment or bond provision or waivers by
the contractor in form satisfactory to Landlord sufficient to
protect the Building from claims or liens of any sort. Tenant
shall conduct its work in such a manner as to maintain harmonious
labor relations and not interfere with the operation of the
Building or occupancy or enjoyment of other tenants and shall,
prior to the commencement of the work, submit to the Landlord
copies of all necessary permits. Landlord reserves the right
to approve any contractors hired by Tenant for the conduct of such
authorized improvements.
c. Landlord's
Property: The
landlord has provided the Tenant with an upfit allowance of
$32.50/USF as further described in Exhibit D, section 2 of this
agreement. To the extent that these funds are provided or
additional Landlord funds are provided, these funds in aggregate
immediately represents and becomes the dollar value of the
Landlords improvements to the Premises "Landlords
Property".
d. Tenant's Property and
Fixtures: All
improvements, whether temporary or permanent in character, made in
or upon the Premises and paid for by the Tenant shall remain the
Tenants property for the Term of the lease and any extensions and
renewals there of "Tenants Property". At the end of the Term
hereof Tenants Property shall remain in or upon the Premises
without compensation to Tenant and become the Landlords Property.
All of Tenant's furniture, movable trade fixtures and equipment
including any Vault Doors not attached or readily removable to the
Building may be removed by Tenant at the termination of this Lease,
if Tenant so elects, and shall be so removed, if required by
Landlord, and, if not so removed shall, at the option of Landlord,
become the property of Landlord.
e. Electrical,
Telecommunications and Data Wiring: Any and all expenses and costs of any
nature whatsoever attributable to the installation, maintenance,
operation and/or removal of telephone equipment, computer equipment
and the like and all related cabling, and wiring shall be borne
solely by the Tenant.
1. Removal of
Electrical and Telecommunications Wires.
a. Landlord May Elect to Either Remove
or Keep Wires. Sixty (60) days prior to the expiration
or sooner termination of the Lease, Landlord may elect ("Election
Right") by written notice to Tenant to
(i)
Retain any or all wiring, cables, conduits, and similar
installations appurtenant thereto installed by Tenant in the risers
of the Building ("Wiring");
(ii)
Remove any or all such Wiring. Removal shall be at Tenant's
sole cost and expense.
2.
Mechanics' Liens:
Other than the Landlords obligations to provide an upfit allowances
as described in Exhibit D of this agreement. Nothing
contained herein shall be deemed or construed as an agreement by
Landlord to be responsible for the costs of the construction,
repair, or maintenance of any improvements to be made to the
Premises by Tenant hereunder or to subject the interests of
Landlord in the Premises to any mechanics' liens or liens resulting
from such costs. Tenant shall not have the power or authority
to allow any lien and will not permit any liens to be placed upon
the Premises or the Building or improvements thereto during the
Term hereof and resulting from any work performed, materials
furnished, or obligations incurred by or at the request of Tenant,
and in the case of the filing of any such lien, Tenant will
promptly pay, satisfy, and remove or bond off same. If
default in payment thereof or failure to bond off said lien shall
continue for ten (10) days after written notice thereof from
Landlord to Tenant, Landlord shall have the right and privilege at
Landlord's option of paying the same or any portion thereof without
inquiry as to the validity thereof and any amounts so paid
including reasonable expenses shall become Additional Rent
hereunder due from Tenant to Landlord and shall be repaid to
Landlord immediately upon rendition of an invoice therefore,
together with interest at an annual rate equal to the prime rate as
published in the Wall Street Journal plus five (5) percent, until
repaid, and if not so paid within ten (10) days of the rendition of
such bill, such failure to repay shall constitute a default
hereunder.
8. UTILITIES AND
SERVICES:
a. Landlord's
Services: Landlord shall
furnish the Premises with the following:
1.
Electricity for routine lighting and the use of general office
machines such as typewriters, dictating equipment, calculators,
personal computers, network servers and the like, which use 110
volt electric power;
2.
Heat and air conditioning during the Tenants usual business hours
(exclusive of Saturday afternoons, Sundays and Bank holidays as
observed by the Federal Reserve) reasonably required for the
occupation of the Premises, such heat and air conditioning to be
provided by using the existing systems in the Building, it being
expressly understood and agreed by the parties that Landlord
specifically shall not be liable for any losses or damages of any
sort incurred by Tenant due to any failure of the equipment to
function properly, or while it is being repaired, or due to any
governmental laws, regulations or restrictions pertaining to the
furnishing or use of such heat and air conditioning. To the
extent that Tenant requires heating or air conditioning services
outside the aforementioned usual business hours, Landlord shall
supply same to Tenant at Landlord's actual cost, which cost shall
be payable by Tenant within 10 days after receipt of an invoice
from Landlord.
3. Lighting
replacement for the Premises' standard lights;
4. Toilet
room supplies;
5. Daily
janitor service furnished at the time and manner that janitor
service is customarily furnished in similar Class A office
buildings in Greenville, South Carolina;
6.
Water; and
7.
Sewage.
b. No Liability for
Interruption:
Landlord shall not be liable for any damages directly or indirectly
resulting from, nor shall any Rent herein set forth be abated by
reason of installation, use, or interruption of use, of any
equipment in connection with the furnishing or delay in furnishing
of any of the foregoing services, when such failure or delay is
caused by accident or condition beyond the reasonable control of
Landlord or by the making of necessary repairs or improvements to
the Premises or to the Building. The temporary failure to
furnish any such services shall not be construed as an eviction of
Tenant or relieve Tenant from the duty of observing and performing
any of the provisions of this Lease. However, Landlord has a duty
to provide the services described in sec. 8 of this agreement and
should said interruption of services continue for more than 24
hours Tenant shall have the right to offset rent for any items
under Landlord's control.
9. INDEMNITY:
Tenant covenants and agrees to indemnify, defend and hold Landlord
harmless from any loss, cost, claim or expense whatsoever
(including reasonable attorney fees), imposed upon Landlord due to
or by reason of or relating to any of the following:
(a)
Any personal injury (including death) or property damage occurring
on or about the Premises;
(b)
Any work or thing done on or about the Premises by or on behalf of
Tenant;
(c)
Any breach or default by Tenant in fulfilling or performing any
covenant or obligation under this Lease;
(d)
Any act or negligence or omission of Tenant or its employees,
agents, contractors, servants, employees, customers, visitors and
licensees incident to Tenant's occupancy of the Premises or its use
thereof;
Any failure to comply with any and
all applicable laws, ordinances, statutes and regulations, of any
governmental body or subdivision, and the Rules and Regulations
listed in Exhibit B hereto (as any of the same may be amended from
time to time). Upon written notice from Landlord, Tenant
shall resist and defend, at its expense, any action or proceeding
brought against Landlord by reason of any such claim, and by
counsel reasonably satisfactory to Landlord.
Landlord covenants and agrees to indemnify, defend and hold Tenant
harmless from any loss, cost, claim or expense whatsoever
(including reasonable attorney fees), imposed upon Tenant due to or
by reason of or relating to any of the following:
(a)
Any personal injury (including death) or property damage occurring
on or about the Premises;
(b)
Any work or thing done on or about the Premises by or on behalf of
Tenant or Landlord;
(c)
Any breach or default by Landlord in fulfilling or performing any
covenant or obligation under this Lease;
(d)
Any act or negligence or omission of Landlord or its employees,
agents, contractors, servants, employees, customers, visitors and
licensees incident to Tenant's occupancy of the Premises or its use
thereof;
(e)
Any failure to comply with any and all applicable laws, ordinances,
statutes and regulations, of any governmental body or
subdivision.
Upon written notice from Tenant, Landlord shall resist and defend,
at its expense, any action or proceeding brought against Tenant by
reason of any such claim, and by counsel reasonably satisfactory to
Tenant.
10. QUIET ENJOYMENT:
Landlord warrants and represents that it has full authority to
execute this Lease for the Term specified above. Landlord covenants
that upon Tenant's paying the Rent and performing its obligations
and covenants, Tenant may peaceably and quietly have, hold and
enjoy the Premises, subject nevertheless to the terms and
conditions of this Lease.
The Landlord shall obtain non-disturbance agreements from all
current and future lenders, ground Lessors and any other party
holding a lien on or an interest in the project. Such
agreement shall ensure that regardless of any actions or defaults
by the Landlord, Tenant shall continue to enjoy all rights and
privileges conveyed in the lease, so long as Tenant is not in
default.
11. DAMAGE OR DESTRUCTION OF
PREMISES:
If, during the Term of this Lease, the Building or Building
equip