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OFFICE LEASE AGREEMENT

Office Lease Agreement

OFFICE LEASE AGREEMENT
 | Document Parties: GREENVILLE FIRST BANCSHARES INC | Verdae Properties, LLC | Greenville First Bank, N. A. You are currently viewing:
This Office Lease Agreement involves

GREENVILLE FIRST BANCSHARES INC | Verdae Properties, LLC | Greenville First Bank, N. A.

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Title: OFFICE LEASE AGREEMENT
Governing Law: South Carolina     Date: 11/14/2005
Industry: Regional Banks     Law Firm: Bannister & Wyatt     Sector: Financial

OFFICE LEASE AGREEMENT
, Parties: greenville first bancshares inc , verdae properties  llc , greenville first bank  n. a.
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 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


 
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