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What is a Lease Agreement SC?
A lease agreement for South Carolina is a contract between two parties, the lessor and the lessee, being located in South Carolina. The lessor is typically a property owner who wants to rent out some or all of their property for use by someone else. The lessee is usually an individual who needs a place to live or operate a business.
A lease agreement specifies how long it will last, what each party's obligations are during that time, how much it costs to rent the property from the owner, and any other terms or conditions outlined in advance by both parties. It can be important for business owners to have this type of contract so they know exactly what they're getting into before signing on for new company space.
Common Sections in Lease Agreements SC
Below is a list of common sections included in Lease Agreements SC. These sections are linked to the below sample agreement for you to explore.
Lease Agreement SC Sample
| Exhibit 99.1 | ||
| Kingstree, South Carolina | Lease Agreement |
PURE NET LEASE AGREEMENT
SINGLE-TENANT BUILDING
Sykes Customer Support Center
Williamsburg Cooperative Commerce Center
58 Commerce Drive
Kingstree, South Carolina 29556
Williamsburg Cooperative Commerce Center
58 Commerce Drive
Kingstree, South Carolina 29556
Tenant
SYKES ENTERPRISES, INCORPORATED
a Florida corporation
400 North Ashley Drive, Suite 2800
Tampa, Florida 33602
Tenant Federal Tax ID Number: 56-138-34-60
Tenant Telephone Number: 1-813-274-1000
Tenant Fax Number: 1-813-470-3735
Tenant E-mail Address: ronald.peaguirre@sykes.com
a Florida corporation
400 North Ashley Drive, Suite 2800
Tampa, Florida 33602
Tenant Federal Tax ID Number: 56-138-34-60
Tenant Telephone Number: 1-813-274-1000
Tenant Fax Number: 1-813-470-3735
Tenant E-mail Address: ronald.peaguirre@sykes.com
Landlord
KINGSTREE OFFICE ONE, LLC
a Florida limited liability company
2200 Cortelyou Road
Charlotte, North Carolina 28211-3838
Landlord Tax Number:
Telephone Number: 1-704-366-1811
a Florida limited liability company
2200 Cortelyou Road
Charlotte, North Carolina 28211-3838
Landlord Tax Number:
Telephone Number: 1-704-366-1811
Landlord: Kingstree Office One, LLC
1
| INITIAL | ||
| Landlord | Tenant | |
January 25, 2008
|
January 25, 2008 | |
| Kingstree, South Carolina | Lease Agreement |
INDEX
| ARTICLE Topic | Page Number | |||||||
| 1 | Real Property |
4 | ||||||
| 2 | Term |
6 | ||||||
| 3 | Rental |
6 | ||||||
| 4 | Options |
8 | ||||||
| 5 | Use of Real Property |
8 | ||||||
| 6 | Condition of Real Property |
9 | ||||||
| 7 | Alterations and Improvements |
10 | ||||||
| 8 | Maintenance and Repairs |
12 | ||||||
| 9 | Rules and Regulations |
12 | ||||||
| 10 | Indemnification and Insurance |
13 | ||||||
| 11 | Taxes |
15 | ||||||
| 12 | Damage by Fire or Other Casualty |
16 | ||||||
| 13 | Assignment and Subletting |
16 | ||||||
| 14 | Remedies Cumulative — Non-Waiver |
17 | ||||||
| 15 | Default by Tenant |
17 | ||||||
| 16 | Storage |
18 | ||||||
| 17 | Landlord’s Attorney Fees |
18 | ||||||
| 18 | Peaceful Possession |
18 | ||||||
| 19 | Services of Landlord |
19 | ||||||
| 20 | Holding Over |
19 | ||||||
| 21 | Eminent Domain |
20 | ||||||
| 22 | Subordination |
20 | ||||||
| 23 | Transfer of Landlord’s Interest |
21 | ||||||
| 24 | Estoppel Certificate |
21 | ||||||
| 25 | Waiver of Claims |
21 | ||||||
| 26 | Force Majeure |
21 | ||||||
| 27 | Exculpation |
22 | ||||||
| 28 | Environmental Issues |
22 | ||||||
| 29 | Gratuitous Services |
23 | ||||||
| 30 | Communications |
23 | ||||||
| 31 | Parties Included |
24 | ||||||
| 32 | Severability |
24 | ||||||
| 33 | Defined Terms |
24 | ||||||
| 34 | Special Stipulations |
27 | ||||||
| 35 | General Provisions |
27 | ||||||
| 36 | Other Provisions |
28 | ||||||
Landlord: Kingstree Office One, LLC
2
| INITIAL | ||
| Landlord | Tenant | |
January 25, 2008
|
January 25, 2008 | |
| Kingstree, South Carolina | Lease Agreement |
Exhibit |
Description | |||
A |
Rules and Regulations | 31 | ||
B |
Covenants and Restrictions for Williamsburg Cooperative Commerce Center | 33 |
Landlord: Kingstree Office One, LLC
3
| INITIAL | ||
| Landlord | Tenant | |
January 25,
2008
|
January 25, 2008 | |
| Kingstree, South Carolina | Lease Agreement | |
| STATE OF SOUTH CAROLINA | LEASE AGREEMENT | |
| WILLIAMSBURG COUNTY | SYKES CUSTOMER SUPPORT CENTER |
THIS LEASE AGREEMENT, made and entered into this 25th day of January 2008 (the
“Effective Date”) by and between Kingstree Office One, LLC, a Florida limited liability company
whose address is: 2200 Cortelyou Road, Charlotte, North Carolina 28211-3838, Owner of Sykes
Customer Support Center, 58 Commerce Drive, Kingstree, South Carolina 29556, hereinafter referred
to as (the “Landlord”); and Sykes Enterprises, Incorporated, whose address is: 400 North Ashley
Drive, Suite 2800, Tampa, Florida 33602 hereinafter referred to as Tenant. Landlord and Tenant
jointly hereinafter referred to as (the “Parties”). This Lease agreement hereinafter referred to as
(the “Lease”). Defined Terms are identified throughout this document, See Article Thirty-three (33)
for additional Defined Terms.
W I
T N E S S E T H:
The Parties agree for themselves, their heirs, successors and assigns, as follows:
Contingency: Landlord does not own the Real Property hereinafter defined on the date this
Lease Agreement is executed by and between Landlord and Tenant. Landlord has reached a verbal
agreement to purchase the Real Property, expects to sign a contract to purchase the Real Property,
perform purchaser due diligence and close the purchase transaction on or before February 29, 2008.
In the event Landlord is unable to close on the purchase of the Real Property on or prior to
February 29, 2008 for any reason, Landlord may terminate this Lease Agreement as if it had never
existed by delivering written notice to Tenant.
ARTICLE ONE (1)
REAL PROPERTY
REAL PROPERTY
SECTION 1.1 In consideration of the Rents, covenants, obligations and agreements reserved and
contained in this Lease on the part of Tenant to be observed and performed, Landlord leases to
Tenant, and Tenant accepts and leases the Real Property from Landlord.
SECTION 1.1.1 Real Property is the following described to-wit:
All that certain piece, parcel or tract of land lying, being and situate in The State of South
Carolina, County of Williamsburg, near the Town of Kingstree, containing 8.808 acres (383,687
square feet) and being shown and delineated as Lot No. 14 on a plat made by B. P. Barber &
Associates dated the 27th day of April 2000, and having the following metes and bounds
to-wit: Beginning at a 5/8” rebar at the intersection of the Northern right-of-way of US Highway 52
and Industrial Centre Road (now or formerly) and proceeding along a curve to the right in a
direction of S72°59’42“W for a chord distance of 64.30 feet (such curve having a radius of 50.00
feet and an arc distance of 69.96 feet) to a 5/8” rebar on the Northern right-of-way of Industrial
Centre Road (now or formerly); thence proceeding along such right-of-way N66º55’08“W for a distance
of 368.43 feet to a 5/8” rebar; thence turning and proceeding along Lot # 13 in a direction of
N17°04’51“E for a distance of 836.42 feet to a 5/8” rebar; thence turning and proceeding along Lot
# 11 in a direction of S76°34’43“E for a distance of 414.19 feet to a 5/8” rebar on the
right-of-way of US Highway 52: thence running and proceeding along the right-of-way of US Highway
52 S11°07’58“W for a distance of 314.67 feet to a concrete right-of-way monument, thence turning
and proceeding along a curve to the right in a direction of S19°25’28“W for a chord distance of
537.89 feet (said
Landlord: Kingstree Office One, LLC
4
| INITIAL | ||
| Landlord | Tenant | |
January 25, 2008
|
January 25, 2008 | |
| Kingstree, South Carolina | Lease Agreement |
curve having a radius of 1864.94 feet and an arc distance of 539.78 feet) to a 5/8” rebar, thence
S32°54’33“W for a distance of 15.44 feet to a 5/8” rebar, this being the point of Beginning. Being
the same parcel of land conveyed by Williamsburg County Development Corporation to Kingstree
Partners, LLC, a South Carolina limited liability company by General Warranty Deed May 23, 2000.
SECTION 1.1.2 Legal description written in SECTION 1.1.1 is also known under the street numbering
system in place on the Effective Date as : 58 Commerce Street, Kingstree, South Carolina 29556
SECTION 1.2
Figure One (1)
|
Floor Plan |
Figure Two (2)
|
Site Plan |
Landlord: Kingstree Office One, LLC
5
| INITIAL | ||
| Landlord | Tenant | |
January 25, 2008
|
January 25, 2008 | |
| Kingstree, South Carolina | Lease Agreement |
Figure Three (3)
|
Elevation |
ARTICLE TWO (2)
Term
Term
SECTION 2.1 This Lease shall be for a period of twenty (20) years (the “ Term”), commencing on
March 1, 2008, hereinafter referred to as the “Commencement Date”, and fully and absolutely ending
on February 28, 2028 (the “Ending Date”) unless extended or shortened as provided for in this
Lease. The period of time between the Commencement Date and the Ending Date hereinafter referred to
as (the “Term”).
ARTICLE THREE (3)
RENTAL
RENTAL
SECTION 3.1 Tenant agrees to pay Landlord on the first (1st) day of each month during
the Term the following Base Rent and all Additional Rent due without deduction, set-off, prior
notice or demand, subject to adjustments specified in this Lease, as Rent for the Real Property:
| Period: | Base Rent | |||||
| From | Through: | Due Monthly | ||||
March 1. 2008
|
February 28, 2013 | $ | 29,895.83 | |||
The amount of monthly Base Rent charged shall be fixed for the first five (5) years of the Term
(through February 28, 2013), thereafter (beginning March 1, 2013), the monthly Rent amount shall be
increased annually on March 1 at the rate of three (3%) percent compounded over the amount of Rent
for the previous year.
SECTION 3.1.1 All Additional Rent shall be due and payable along with Tenant’s next monthly
installment payment of Base Rent.
SECTION 3.2 Base Rent at the rate(s) shown in Section 3.1 is payable monthly in advance along with
all Additional Rent. Rent, as adjusted from time to time, is due and payable on or before the first
(1st) day of each and every successive calendar month for the entire Term as it may be
extended from time to time.
SECTION 3.3 Tenant shall mail all Rent made payable to Landlord as follows:
KINGSTREE OFFICE ONE, LLC
P.O. Box 739
Landlord: Kingstree Office One, LLC
6
| INITIAL | ||
| Landlord | Tenant | |
January 25, 2008
|
January 25, 2008 | |
| Kingstree, South Carolina | Lease Agreement |
Tampa, Florida 33601-0739
or at such other place and/or to a different entity as Landlord may direct in writing from time to
time.
SECTION 3.4 Base Rent and Additional Rent payable for a portion of a month, if any, shall be
prorated.
SECTION 3.5 First monthly installment of Rent due as provided for in this Article Three (3) of this
Lease shall be due and payable when this Lease is executed by Tenant.
SECTION 3.6 Tenant agrees to pay directly to the appropriate vendor or supplier the cost of all
building Operating Expenses associated with the Real Property.
SECTION 3.6.1 Landlord may not be able to cause certain Operating Expenses to be set up for direct
billing to Tenant. Such costs may or may not include but are not limited to Real Estate Taxes and
Insurance Expenses. Tenant agrees to promptly reimburse Landlord the full costs of all Operating
Expenses paid or to be paid by Landlord. Tenant’s obligation to reimburse Landlord the full amount
paid or to be paid for Operating Expenses by Landlord shall be Additional Rent.
SECTION 3.6.2 If the Term of this Lease shall begin or end on a date other than the first or last
day of a calendar year, the first and or final annual charges to Tenant with respect to Operating
Expenses shall be pro-rated on a daily basis, based on a three hundred sixty-five (365) day
calendar year.
SECTION 3.7 Tenant shall make installment payments of Rent and Additional Rent as they change from
time to time, due Landlord on the first day of each month during the entire Term of this Lease
including any renewals, extensions or holdovers, with the initial amounts as follows:
| Reference | Item | Monthly Payment | ||||||
1. |
ARTICLE 3 | Rent | $ | 29,895.83 | ||||
2. |
ARTICLE 11 | Taxes | 2,100.00 | |||||
3. |
ARTICLE 11 | Insurance | 1,000.00 | |||||
| Total | $ | 32,995.83 | ||||||
SECTION 3.7 Breakdown is for illustrative purposes only.
SECTION 3.8 Termination Option: Beginning on the first day of the third year of the Term and each
first day of every year of the Term thereafter, Tenant shall have the right to unilaterally
terminate all of the remaining Term by providing Landlord with written notice of its intention to
so terminate along with collected funds in the amount of the pre-termination penalty (“Penalty”) as
follows at least six (6) months prior to the effective date of such early termination (“Early
Termination Date”):
| Early Termination Date | Notice Date (on or before) | End of Year | Penalty Amount | |||||
February 28, 2010
|
August 31, 2009 | Two (2) | $ | 1,300,000.00 | ||||
February 28, 2011
|
August 31, 2010 | Three (3) | 1,200,000.00 | |||||
February 28, 2012
|
August 31, 2011 | Four (4) | 1,080,000.00 | |||||
February 28, 2013
|
August 31, 2012 | Five (5) | 950,000.00 | |||||
February 28, 2014
|
August 31, 2013 | Six (6) | 800,000.00 | |||||
February 28, 2015
|
August 31, 2014 | Seven (7) | 630,000.00 | |||||
February 28, 2016
|
August 31, 2015 | Eight (8) | 440,000.00 | |||||
February 28, 2017
|
August 31, 2016 | Nine (9) | 230,000.00 | |||||
The Penalty payable by Tenant to Landlord for establishing an Early Termination Date as provided
above at the end of the tenth (10th) year of the Term and thereafter shall be an amount
equal to three (3) months of Base Rent for the subsequent year of the Term as established in this
Lease.
Landlord: Kingstree Office One, LLC
7
| INITIAL | ||
| Landlord | Tenant | |
January 25, 2008
|
January 25, 2008 | |
| Kingstree, South Carolina | Lease Agreement |
ARTICLE FOUR (4)
OPTIONS
OPTIONS
SECTION 4.1 Provided all installments of Rent and Additional Rent have been paid when due and all
other conditions of this Lease have been properly complied with by Tenant, Tenant may at its option
extend the Term for four (4) additional periods of five (5) years each. In the event Tenant fails
to timely Exercise any one of its four (4) options to extend the Term as provided above all
remaining options to extend the Term shall be automatically terminated.
SECTION 4.1.1 Tenant shall Exercise each option by giving Landlord written notice at least six (6)
calendar months before the end of the current Term as such Term may have been extended from time to
time.
SECTION 4.1.2 In the event Tenant Exercises its option(s) to renew or extend the Term of this
Lease, all other terms and conditions set forth in this Lease shall continue in full force and
effect, except Base Rent and Penalty shall be adjusted as provided in this Lease.
SECTION 4.1.2.1 When an option to extend the Term of this Lease has been Exercised or the Term is
extended for any other reason including without limitation by mutual agreement between the Parties,
the Base Rent payable monthly shall be the greater of: (1.) the amount established by formula in
Section 3.1 of this Lease or (2.) an amount determined by taking the initial Base Rent payable
during the first twelve (12) months of the original Term of this Lease plus an amount equal to the
product resulting from multiplying the percentage of increase in the cost of living as reported in
the consumer price index defined in SECTION 4.1.3 below for the month, six (6) months prior to the
Commencement Date of this Lease as compared with the Commencement Date calendar month, six
(6) months prior to the scheduled expiration month of the current Term of this Lease as it may have
been extended from time to time.
SECTION 4.1.3 Consumer Price Index as used herein is the “Revised Consumer Price Index for all
urban consumers, CPI-U, US City Average, (1982-84=100) (“CPI”) the base period, published by the
Bureau of Labor Statistics of the United States Department of Labor (“BLS”). If publication of the
CPI is discontinued subsequent to the Effective Date, the Parties shall thereafter accept
comparable statistics on the cost of living as they shall be compiled and published by the Agency
of the United States that succeeds the BLS in compiling such statistics.
SECTION 4.2 Submission of this Lease for examination does not constitute a reservation of or option
for the Real Property. This Lease shall become effective only upon execution and delivery thereof
by both Parties.
SECTION 4.3 No holding over after the termination of this Lease shall be termed a renewal, instead
the Lease shall become a tenancy at sufferance, and such occupancy shall be subject to the
provisions contained in SECTION Twenty (20) of this Lease.
ARTICLE FIVE (5)
USE OF REAL PROPERTY
USE OF REAL PROPERTY
SECTION 5.1 Real Property shall be used and occupied by Tenant for the Intended Use.
SECTION 5.2 Real Property shall not be used for illegal purposes, nor in any manner to create any
nuisance or trespass or tending to disturb any neighbors, nor in any manner to violate the
insurance or increase the rate of insurance on the Property including without limitation the
building. All other uses are strictly prohibited, including without limitation Tenant shall not use
the Property or any part of it for retail purposes, bulk storage, storage of hazardous materials,
distribution of products, or manufacturing of any kind or type.
SECTION 5.3 Tenant shall not use or permit upon the Real Property anything dangerous to life or
limb.
Landlord: Kingstree Office One, LLC
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| INITIAL | ||
| Landlord | Tenant | |
January 25, 2008
|
January 25, 2008 | |
| Kingstree, South Carolina | Lease Agreement |
SECTION 5.4 Tenant shall not overload floor(s) nor in any manner deface or injure the Real Property
or any part thereof.
SECTION 5.4.1 Tenant shall not have the right to occupy and use the Real Property for any use or
purpose which Landlord, in its sole judgment, declares from time to time as an unsuitable use for
the quality of office and services building Landlord intends to maintain within Sykes Customer
Support Center.
SECTION 5.4.2 Tenant shall not have the right to use or permit the use of the Real Property for any
use deemed unsuitable by Landlord. Landlord has determined that some unsuitable uses include but
are not limited to; on site laundries, on site consumption of alcoholic beverages and the sale or
viewing of pornographic materials.
SECTION 5.5 Tenant covenants the use or uses made of the Real Property by Tenant will not violate
the Williamsburg Cooperative Commerce Center covenants and restrictions, zoning ordinances or other
laws, rules or regulations of Federal, State, County or Municipal regulatory agencies or
authorities, now in force or hereafter adopted, which in any manner affect the use of the Real
Property or any appurtenances thereto.
SECTION 5.5.1 Tenant shall not change the zoning or Intended Use of the Property. It is
Landlord’s intent to operate the Property now and in the future as a location for general office
uses, including the Intended Use.
SECTION 5.6 City of Kingstree and Williamsburg County as a part of their police power dictates the
use of Property within their jurisdiction and enforces, without limitation: deed restrictions,
zoning ordinances, overlay district ordinances, building codes, and other laws that regulate what a
Tenant has to do to operate a business, if permitted on any given parcel of land or any building
thereon. Tenant shall at its sole expense comply with all regulatory requirements.
SECTION 5.7 Williamsburg Cooperative Commerce Center enforces, without limitation: covenants and
restrictions that regulate what a Tenant has to do to operate a business within Williamsburg
Cooperative Commerce Center where the Real Property is located. Tenant shall at its sole expense
comply with all requirements of Williamsburg Cooperative Commerce Center.
SECTION 5.8 Tenant acknowledges that in the event of any Breach of this Lease the remedy of
Landlord at law would be inadequate and therefore, and in that event, Landlord shall be entitled to
terminate this Lease or to relief by injunction, or otherwise, as Landlord may elect in its sole
discretion. Landlord’s remedies, in any event, shall be cumulative rather than exclusive.
ARTICLE SIX (6)
CONDITION OF REAL PROPERTY
CONDITION OF REAL PROPERTY
SECTION 6.1 Tenant accepts the Real Property in such condition and repair as it is in on the
Commencement Date. Occupancy of the Real Property shall be conclusive evidence of the good and
satisfactory condition of the Real Property.
SECTION 6.1.1 Tenant acknowledges: 1.) the Real Property was previously used as an office by
ClientLogic; 2.) Landlord has not represented the actual condition of the Real Property.
SECTION 6.2 Tenant shall, upon termination of this Lease, surrender the Real Property in the
Commencement Date condition.
SECTION 6.3 If Landlord is to make any changes or improvements to the Real Property, occupancy of
the Real Property by Tenant shall be conclusive evidence of its acceptance, without objection, of
such improvements. Only those improvements, if any, set forth below are to be made by Landlord. No
verbal
Landlord: Kingstree Office One, LLC
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| INITIAL | ||
| Landlord | Tenant | |
January 25, 2008
|
January 25, 2008 | |
| Kingstree, South Carolina | Lease Agreement |
discussions of same shall bind the Landlord. Any other improvements to the Real Property shall be
the responsibility of Tenant.
A. None
ARTICLE SEVEN (7)
ALTERATIONS AND IMPROVEMENTS
ALTERATIONS AND IMPROVEMENTS
SECTION 7.1 No alterations, additions or improvements to the Real Property, except such as may be
provided for in this Lease shall be made without first having the written consent of Landlord.
SECTION 7.1.1 Tenant shall obtain at the sole expense of Tenant all required plans
(drawings), building permits, work, inspections, and Certificate(s) of Occupancy or like documents
by any other name. Tenant may be required by various regulatory authorities to obtain
sealed architectural and engineered drawings before building permits and Certificates of Occupancy
can be obtained or issued. All architectural and engineered drawings required by all regulatory
authorities shall be obtained by Tenant at its sole expense, with sealed copies provided to
Landlord before any work is performed.
SECTION 7.1.1.1 Tenant shall comply with all requirements imposed on the Real Property by the City
of Kingstree, Williamsburg County, and the State of South Carolina who exercise regulatory control
over building modifications and use.
SECTION 7.2 All improvements, additions, or alterations made by Tenant, at its expense, with or
without written consent, including any and all fixtures installed, shall unless otherwise agreed in
writing, remain on the Real Property as the property of Landlord without compensation to Tenant, or
shall be removed, at Landlord’s option. Tenant shall contact Landlord at least ninety (90) days
prior to the Termination Date and arrange with Landlord a mutually satisfactory time for a
Landlord-Tenant walk through of the Real Property. During such walk through the Parties will make a
list of works required to be completed by Tenant without limitation, at the expense of Tenant
before the Real Property can be returned to Landlord on the Termination Date. On or about five (5)
working days prior to the Termination Date the Parties shall walk through the Real Property to
observe the completed work listed on the ninety (90) day list and make a list of works, if any,
that are required to be completed by Tenant without limitation, at the expense of Tenant before the
Real Property can be returned to Landlord on the Termination Date.
SECTION 7.2.1 On the Termination Date all damage to the Real Property shall have been repaired and
the Real Property restored to its condition on the Commencement Date. All cost to restore the Real
Property to its Commencement Date condition shall be paid by Tenant prior to the Termination Date.
If there is incomplete work on the Termination Date, Tenant shall pay Landlord a sum equal to the
estimate of Landlord to cover the full cost of such restoration no later than the Termination Date.
Additionally, if works remain incomplete on the Termination Date, Tenant shall pay Landlord Rent
and Additional Rent for a period of time estimated by Landlord that is required to get such works
completed under then current market conditions at the Holdover Rate. Such period of time to get the
incomplete work done shall be estimated by Landlord and paid to Landlord on or before the
Termination Date. Failure to pay the estimated Rent, Additional Rent and estimated cost of
restoration when due is the same as not returning the Real Property to Landlord on the
Termination Date and the terms of Article Twenty (20) of this Lease shall apply until all work has
been completed by and at the expense of Tenant and all Rent and Additional Rent has been paid
though the end of the month when all such work is completed and accepted by Landlord.
SECTION 7.2.2 Tenant shall, at its cost, repair any damage caused by the removal of trade fixtures,
in restoring the Real Property to their original condition.
SECTION 7.3 Tenant agrees to hold Landlord harmless from all claims of liability for labor,
materials, general contractors, sub-contractors and sub-sub-contractors or other liens, every kind
and type by any name in connection with any alterations, additions, or improvements.
Landlord: Kingstree Office One, LLC
10
| INITIAL | ||
| Landlord | Tenant | |
January 25, 2008
|
January 25, 2008 | |
| Kingstree, South Carolina | Lease Agreement |
SECTION 7.3.1 Tenant shall furnish Landlord with a waiver or waivers of lien or bond in form with
surety satisfactory to Landlord before starting, during or after completion of any work in
connection with alterations, additions or improvements to the Real Property.
SECTION 7.4 Tenant agrees to reimburse Landlord immediately upon demand for any damage to the Real
Property including without limitation the following: heating, ventilation, air conditioning, water,
plumbing and electric systems, roof, parking lot, landscaping, fixtures, appliances, or
appurtenances of the Real Property caused by any act or omission of Tenant, or of any person or
persons in the employ or under the control of Tenant whether such act or omission is negligent or
not.
SECTION 7.5 Tenant and each General Contractor (“GC”) and each separate Subcontractor shall
purchase and maintain such insurance as will protect Landlord from all claims under workmen’s
compensation acts and all employee benefit acts, from claims for damages to property which may
arise out of or result from the operations of GC on the Real Property, whether such operations are
by Tenant or any GC or any Subcontractor or anyone directly or indirectly employed by any of them
or visiting the Real Property for any reason. Each GC and each separate Subcontractor shall provide
as a minimum the following insurance value limitations:
Type
of Insurance |
Limits | |||
GENERAL LIABILITY |
||||
Commercial General Liability
|
||||
General Aggregate |
$ | 2,000,000.00 | ||
Products-Comp/OPAGG. |
$ | 2,000,000.00 | ||
Personals Adv. Injury |
$ | 1,000,000.00 | ||
Each Occurrence |
$ | 1,000,000.00 | ||
Fire Damage (Any one fire) |
$ | 50,000.00 | ||
Med. Exp. (Any one person) |
$ | 40,000.00 | ||
AUTOMOBILE LIABILITY |
||||
Combined Single Limit |
$ | 1,000,000.00 | ||
Bodily Injury (per person) |
||||
Bodily Injury (per accident) |
||||
Property Damage |
||||
EXCESS LIABILITY |
||||
Umbrella Form |
||||
Each Occurrence |
$ | 5,000,000.00 | ||
Aggregate |
$ | 5,000,000.00 | ||
WORKER’S COMPENSATION
AND EMPLOYERS’ LIABILITY
|
||||
Statutory Limits |
||||
Each Accident |
$ | 500,000.00 | ||
Disease — Policy Limit |
$ | 500,000.00 | ||
Disease — Each Employee |
$ | 500,000.00 | ||
Landlord: Kingstree Office One, LLC
11
| INITIAL | ||
| Landlord | Tenant | |
January 25, 2008
|
January 25, 2008 | |
| Kingstree, South Carolina | Lease Agreement |
Tenant and each GC shall name, and shall cause each of its Subcontractors to name, Landlord,
Landlord’s affiliates, and their respective members, directors, officers, employees, agents,
successors and permitted assigns, as additional insureds under each of their liability insurance
policies. Tenant and each GC shall purchase and maintain such insurance and cause each of their
Subcontractors to purchase and maintain such insurance. At the option of Tenant, Tenant may
maintain such additional insurance for the account Tenant and name Landlord Parties as additional
insureds. The insurance coverage Landlord requires of Tenant and each GC and their Subcontractors
shall be primary, and all coverage shall be non-contributing with respect to any other insurance
or self-insurance that may be maintained by Tenant or Landlord.
Tenant and each GC shall provide Landlord prior to performing any work within the Real
Property a certified true copy of the actual insurance policies with coverages outlined above
as a minimum with Landlord, Landlord’s affiliates, and their respective members, directors,
officers, employees, agents, successors and permitted assigns, named as additional insureds.
Landlord shall have all of the rights of Tenant and GC under all insurance policies as their
respective interest may require.
Notwithstanding any provision in this Lease to the contrary, all insurance coverage amounts set
forth in this SECTION 7.5 are required to be maintained by Tenant and GC and each separate
Subcontractor on a Per Project Basis. For purposes of this SECTION 7.5 “Per Project Basis” means
that the insurance, in the amounts specified must be dedicated exclusively to proposed work, and
that such insurance will not be available for or apply to any claims in connection with projects
for other Landlord’s or owners.
Tenant and GC and Subcontractors obligation to maintain insurance coverage as set forth in this
Lease is in addition to, and not in substitution for other obligations of Tenant under this Lease,
Tenant and GC’s liability to Landlord is not limited to the amount of insurance coverage required.
ARTICLE EIGHT (8)
MAINTENANCE AND REPAIRS
MAINTENANCE AND REPAIRS
SECTION 8.1 Tenant shall keep the Real Property including the building in which the Premises are
located in top working condition and state of repair, making all repairs and replacements and
performing normal and customary preventative maintenance, including but not limited to: plumbing,
plumbing fixtures, electric system(s), heating system(s), ventilating system(s), fire suppression
systems, air conditioning system(s), all glass, all walls, all doors and hardware, parking lots,
pavement, pavement striping, landscaping (including plants and grass for which proper maintenance
requires watering, cutting, edging, pruning, fertilizing, over seeding and replacement of plants
which die from time to time), buildings exteriors, building interiors, glass, exterior areas, roof,
and equipment (including without limitation: electrical system, diesel operated electric generator,
uninterrupted power supply (“UPS”), etc.), in as good condition, order and repair as same existed
on the Commencement Date.
SECTION 8.2 Tenant shall keep the Real Property including adjacent walkway(s) and delivery areas in
good repair, orderly and sanitary condition free of cracks, settling, garbage, crating waste, and
other debris.
ARTICLE NINE (9)
RULES AND REGULATIONS
RULES AND REGULATIONS
SECTION 9.1 Tenant, Tenant’s servants and agents shall at all times observe, perform and abide by
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Rules and Regulations attached as Exhibit “A”, which are a part of this Lease, together with such
other and further rules and regulations Landlord may adopt from time to time.
ARTICLE TEN (10)
INDEMNIFICATION AND INSURANCE
INDEMNIFICATION AND INSURANCE
SECTION 10.01 Indemnifications. Tenant agrees to protect, indemnify, hold harmless and defend
Landlord and Mortgagee (if any) as the named Landlord and/or Mortgagee may change from time to time
during the Term, and their respective partners, shareholders, members, managers, directors,
officers, agents, employees, contractors, clients and invitees (collectively “Landlord Parties”)
from and against any and all claims, actions, causes of action, judgments, fines, penalties,
losses, damages (including Environmental Damages), liabilities and actual attorney’s and
consultant’s fees and legal and other costs and expenses, including but not limited to damages for
bodily injury, death and property damage, which are caused by, arise out of, occasioned by or in
any way attributable to any of the following, whether the active or passive negligence of Landlord
Parties was a contributing cause, except to the extent caused by the gross negligence of Landlord
Parties: (a) the use or occupancy of the Real Property, (b) the use or occupancy or any other
portion of the Real Property by Tenant or any other Tenant Parties, (c) the acts or omissions of
any Tenant Parties, or (d) the handling, presence, release, spill, leakage or migration of any
Tenant’s Hazardous Materials. Nothing herein shall be interpreted or used to in any way affect,
limit, reduce or abrogate any insurance coverage provided by any insurers to either Tenant or
Landlord. Notwithstanding anything to the contrary contained in this Lease, nothing herein shall
be construed to infer or imply that Tenant is a partner, party to a joint venture, agent, employee,
or otherwise acting by or at the direction of Landlord.
SECTION 10.02 Property Insurance.
SECTION 10.02.01 At all times during the Lease Term, Tenant shall procure and maintain, at its sole
expense, “all-risk” or causes of loss-special form property insurance, for damage or other loss
caused by fire or other casualty or cause including, but not limited to, vandalism and malicious
mischief, theft, water damage of any type, including sprinkler leakage, bursting of pipes or
explosion, in an amount not less than one hundred percent (100%) of the replacement cost covering
(a) leasehold improvements made at the expense of Tenant and (b) Tenant’s trade fixtures,
equipment, contents, bailed property, inventory, business records and other personal property from
time to time situated in the Real Property, including, without limitation, all floor and wall
coverings. The proceeds of such insurance shall be used for the repair or replacement of the
property so insured, except that if not so applied or if this Lease is terminated following a
casualty, the proceeds applicable to the leasehold improvements shall be paid to Landlord and the
proceeds applicable to Tenant’s personal property shall be paid to Tenant.
SECTION 10.02.02 At all times during the Lease Term, Tenant shall procure and maintain business
income and extra expense coverage in such amounts as will reimburse Tenant for direct or indirect
loss of earnings attributable to all perils insured against in Section 10.02.01
SECTION 10.02.03 Tenant shall procure and maintain environmental impairment insurance (occurrence
coverage), or its equivalent form, if Tenant Handles any Hazardous Materials at the Real Property
in such amounts as will cover any cost, liability or expense resulting from release, discharge,
spill or leak of any Tenant’s Hazardous Materials at the Real Property.
SECTION 10.02.04 Landlord shall at all times during the Lease Term procure and maintain “all-risk”
or causes of loss-special form property insurance in the amount not less than ninety percent (90%)
of the insurable replacement cost covering the Building and improvement to the Real Property and
such other insurance as may be required by a Mortgagee or otherwise desired by Landlord.
SECTION 10.03 Liability Insurance. Beginning on the Effective Date and at all times during the
Lease Term as it may be extended from time to time, Tenant shall procure and maintain, at its sole
expense, commercial general liability insurance written on a per occurrence basis applying to the
use and occupancy
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of the Real Property and the business operated by Tenant. Such insurance shall
have a minimum combined single limit of liability of at least Five Million Dollars ($5,000,000) per
occurrence and a general aggregate limit of at least Five Million Dollars ($5,000,000). All such
policies shall be written to apply to all bodily injury, property damage, personal injury losses
and shall be endorsed to include as additional insureds the following parties: Kingstree Office
One, LLC a Florida limited liability company, JHS Equity, LLC, a Florida limited liability company,
JHS Management, LLC a Florida limited liability company and their respective officers, members,
managers, agents and employees, and/or such other parties as Landlord may reasonably designate from
time to time. Such liability insurance shall be written as primary coverage, not excess or
contributing with or secondary to any other insurance as may be available to the Landlord or
additional insureds.
SECTION 10.04 At all times during the Lease Term, Tenant shall procure and maintain Workers’
Compensation Insurance in accordance with the laws of the State of South Carolina, and Employers’
Liability insurance with a limit not less than One Million Dollars ($1,000,000) Bodily Injury Each
Accident; One Million Dollars ($1,000,000) Bodily Injury By Disease — Each Person; and One Million
Dollars ($1,000,000) Bodily Injury by Disease — Policy Limit.
SECTION 10.05 At all times during the Lease Term, Tenant shall provide and maintain, at its sole
expense, Commercial Automobile Liability Insurance including owned, non-owned and hired vehicles,
applying to the use of any vehicles arising out of the operations of Tenant. Such insurance shall
apply to bodily injury and property damage in a combined single limit of not less than One Million
Dollars ($1,000,000) per accident.
SECTION 10.06 Policy Requirements. All insurance required to be maintained by Tenant shall be
issued by insurance companies authorized to do insurance business in the state in which the Real
Property is located and rated not less than A-VIII in Best’s Insurance Guide or a Standard and
Poor’s claims paying ability rating of not less than AA and Landlord shall approve the policy form
and deductible. A certificate of insurance (or, at Landlord’s option, copies of the applicable
policies) evidencing the insurance required under this Lease shall be delivered to Landlord not
less than thirty (30) days prior to the Commencement Date. No such policy shall be subject to
cancellation or modification without thirty (30) days prior written notice to Landlord and to any
other party designated by Landlord to Tenant. Tenant shall furnish Landlord with a replacement
certificate with respect to any insurance not less than thirty (30) days prior to the expiration of
the current policy. Tenant shall have the right to provide the insurance required by this Lease
pursuant to blanket policies, but only if such blanket policies expressly provide coverage to the
Real Property and the Landlord as required by this Lease. Tenant may not self-insure. Tenant
shall be responsible to Landlord for any costs incurred by Landlord which exceed Landlord
requirements and/or arise out of Tenant’s failure to maintain any of the insurance required to be
maintained hereunder. See SECTION 10.13 of this Lease.
SECTION 10.07 Waivers of Claims. Tenant waives all claims against Landlord for injury or death to
persons, damage to property, loss of income and additional expenses or to any other interest of
Tenant sustained by Tenant or any party claiming through Tenant resulting from: (i) any occurrence
in or upon the Real Property; (ii) leaking of roofs, bursting, stoppage or leaking of water, gas,
sewer or steam pipes or equipment, including sprinklers; (iii) wind, rain, snow, ice, flooding,
freezing, fire, explosion, earthquake, excessive heat or cold, fire or other casualty; (iv) any
system or equipment serving the Real Property or Building being defective, out of repair or
failing; and (v) vandalism, malicious mischief, theft or other acts or omissions of any other
parties including, without limitation, sub-tenants, contractors and invitees. Tenant waives any
right it might otherwise have to terminate this Lease for any reason pursuant to this Section
10.07.
SECTION 10.08 Waivers of Subrogation. Each party hereby waives any right of recovery against the
other for injury or loss covered by insurance described in Article 10 to the extent of the injury
or loss covered thereby. Such waiver shall apply to any deductibles or self-insured reserves. Any
policy of insurance to be provided by Tenant pursuant to this Lease shall contain a clause denying
the insurer any right of subrogation against Landlord.
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SECTION 10.09 Landlord shall not be liable for any damages for the stoppage, interruption, or
fluctuation in flow amount or presence of water, electric power, natural gas, radon gas, heat,
ventilation or air conditioning, whether caused by riot, strike, accident, failure to make needed
repairs or by any cause over which Landlord has no control.
SECTION 10.10 Landlord shall not be liable for any act, negligence or delay not authorized by
Landlord, Landlord’s agents or employees. Any such act, neglect or delay shall not be construed or
considered as an actual or constructive eviction of Tenant, nor shall it in any way operate to
release Tenant from the punctual performance of each and all other covenants herein by Tenant to be
performed.
SECTION 10.11 Tenant shall indemnify and save Landlord harmless from any and all claims, actions,
damages, liabilities and expenses in connection with personal injuries or damaged property
incidental, consequential, or economic damages or injuries, arising from its occupancy of the Real
Property, or occasioned in whole or in part by any act or omission of Tenant, its agents,
contractors, employees, customers, licensees, guests or other persons.
SECTION 10.12 Landlord shall not be liable to Tenant or to any insurance company (by way of
subrogation or otherwise) for any:
SECTION 10.12.1 loss or damage to any building, structure, or other tangible property;
SECTION 10.12.2 liability for personal injury;
SECTION 10.12.3 losses under workers’ compensation laws and benefits;
SECTION 10.12.4 Article Ten (10) covers all such loss, even though damage or liability might be
caused by the negligence of such party, its agents, contractors, invitees, or employees;
SECTION 10.13 Notwithstanding anything contained in this Lease to the contrary nothing in this
Lease shall limit the liability of Tenant including without limitation the stated minimum amounts
of coverage for which Tenant shall provide proof of coverage. While there is no maximum amount of
coverage Tenant is required to carry the stated minimums are not limits and do not relieve
Tenant from liability if the liability is greater than such amounts. Tenant shall decide the limits
of insurance Tenant will carry above the minimums required by this Lease if any.
ARTICLE ELEVEN (11)
TAXES
TAXES
SECTION 11.1 Landlord will maintain and pay for building fire insurance, with extended coverage,
and pay real property taxes on the Real Property, subject to reimbursement by Tenant as Additional
Rent.
SECTION 11.2 Tenant shall pay as Additional Rent all applicable sales tax on Rent and Additional
Rent, if any.
SECTION 11.3 Tenant shall pay all other taxes including without limitation property taxes on all
personal property directly to the taxing authorities.
SECTION 11.4 Tenant shall have the right, in its name, to protest or review by legal proceedings or
in such other manner as it may deem suitable any tax or assessment with respect to the Real
Property, provided any such protest or review shall be at the sole expense of Tenant.
SECTION 11.4.1 Landlord will on request, furnish Tenant with tax receipts, bills or other data
which Tenant may deem necessary or proper for the purpose of such protest or review and such
authorization or authorizations as may be necessary therefore.
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SECTION 11.5 Tenant shall pay Landlord monthly installment payments of real property taxes paid or
payable and insurance purchased by Landlord based on the best estimate of Landlord using charges
for such from the previous year. Landlord and Tenant shall adjust any over or under payment when
actual amounts are known.
ARTICLE TWELVE (12)
DAMAGE BY FIRE OR OTHER CASUALTY
DAMAGE BY FIRE OR OTHER CASUALTY
SECTION 12.1 If the Real Property is damaged by fire or other casualty during the Lease Term of
this agreement to the extent the Premises become unusable, Landlord shall have the right, but shall
not be obligated, to effect the repairs necessary to make the Real Property usable within one
hundred eighty (180) days following the date Landlord receives notice of such damage by fire or
other casualty.
SECTION 12.1.1 In the event the Real Property is not rendered usable within such one hundred eighty
(180) days, and Landlord has not started making the required repairs, either party to this
Lease may terminate this Lease. If Landlord has started making the repairs and is or has been
delayed for reasons beyond the control of Landlord, Landlord shall be granted additional time to
complete such repairs not to exceed two hundred seventy (270) days following the date Landlord
receives notice of such damage by fire or other casualty..
SECTION 12.1.2 In the event of such cancellation, Rent shall be paid only to date of fire or
casualty; provided, however, there shall be no such cessation of Rent, if the damage results from
the negligence, default or act of Tenant, its agents or employees.
SECTION 12.2 Notice of election to cancel under the provisions of SECTION 12.1.1 hereof shall
be in writing.
SECTION 12.3 Tenant shall, in the event of fire or other casualty to said Real Property, give
immediate notice thereof to Landlord.
ARTICLE THIRTEEN (13)
ASSIGNMENT AND SUBLETTING
ASSIGNMENT AND SUBLETTING
SECTION 13.1 Tenant may not, without prior written consent of Landlord, endorsed thereon, assign
this Lease or any interest hereunder, or sublet the Real Property or any part thereof, or permit
the use of the Real Property or any part thereof other than by Tenant.
SECTION 13.2 Consent to one assignment or sublease shall not destroy or waive the requirements of
SECTION 13.1 above, and all later assignments and subleases shall likewise be made only upon prior
written consent of Landlord.
SECTION 13.3 Subtenants or assignees shall expressly assume and become liable directly to Landlord
for all obligations of Tenant under this Lease without relieving Tenant of its obligations
including without limitation all liabilities under this Lease. A Lease Amendment to this Lease
documenting such sub-lease or assignment in form satisfactory to Landlord shall be prepared at the
expense of others and signed by
all parties to such Lease Amendment before such sub-lease or assignment shall become effective.
Tenant shall reimburse Landlord for all costs incurred with such Lease Amendment including without
limitation all charges of all professionals involved such as Attorneys, Certified Public
Accountants and Credit Reporting Agencies, etc.
SECTION 13.4 This Lease may be assigned by Landlord. In the event title to the Real Property
becomes the property of a subsequent Owner during the Term, Tenant shall look to such new Owner as
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Landlord hereunder and Landlord on the Commencement Date hereof shall be completely relieved from
all liability or responsibility hereunder.
SECTION FOURTEEN (14)
REMEDIES CUMULATIVE — NON-WAIVER
REMEDIES CUMULATIVE — NON-WAIVER
SECTION 14.1 No remedy herein or otherwise conferred upon or reserved to Landlord or Tenant shall
be considered exclusive of any other remedy, but the same shall be distinct, separate and
cumulative and shall be in addition to every other remedy given hereunder, or now or hereafter
existing at law or in equity or by statute, and every power and remedy given by this Lease to
Landlord or Tenant may be exercised from time to time as often as occasion may arise, or as may be
deemed expedient. No delay or omission of Landlord to exercise any right or power arising from any
Default on the part of Tenant shall impair any such right or power, or shall be construed as a
waiver of any such Default or acquiescence thereto.
SECTION FIFTEEN (15)
DEFAULT BY TENANT
DEFAULT BY TENANT
SECTION 15.1 In the event of a Default by Tenant of any of the terms or conditions of this Lease,
Landlord shall have the right at its option to either:
SECTION 15.1.1 Annul or terminate this Lease upon written notice to Tenant sent by overnight
courier service, certified mail or personal delivery to the Real Property, thereupon to re-enter
and take possession of the Real Property.
SECTION 15.1.2 Upon written notice to Tenant sent by overnight courier service, certified mail or
personal delivery to the Real Property to re-enter and re-let the Real Property or parcels thereof
from time to time as agents of Tenant.
SECTION 15.2 Re-entry or re-letting upon Default by Tenant shall not discharge Tenant from any
liability or obligations under this Lease.
SECTION 15.3 Net rents collected as a result of any such re-letting shall be acquitted on Tenant’s
liability for re-letting cost, rents payable and any other sums due under the terms of this Lease.
SECTION 15.4 Nothing in this Lease shall be construed to require Landlord to re-enter and re-let in
such event, nor shall anything in this Lease be construed to waive or postpone the right of
Landlord to sue for all Rent and Additional Rent due, but on the contrary, Landlord is hereby
granted the right to sue for all Rent and Additional Rent due and payable at any time after Default
and to accelerate the entire balance of the Lease payments due for the remaining Term of the Lease.
SECTION 15.5 All Rent including Additional Rent not paid by Tenant to Landlord when due shall be
due and payable to Landlord upon demand plus interest from the initial due date at the prime
interest rate established by Bank of America on the date such Rent is due plus 2% compounded
annually, such interest shall be Additional Rent.
SECTION 15.6 The occurrence of any one of the following events without limitation shall be
considered a Default under this Lease:
SECTION 15.6.1 Tenant fails to pay any installment of Rent or Additional Rent when due and payable
is a Breach. In the event such failure to pay shall continue either for the earlier of five (5)
days, or three (3) days after written notice of such Breach by overnight carrier, or certified mail
return receipt requested or personal notice delivery;
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SECTION 15.6.2 In the event an execution or other legal process is levied upon the property of
Tenant located in the Real Property or upon the interest of Tenant unless such execution or other
levy is discharged of record within thirty (30) days;
SECTION 15.6.3 In the event a voluntary petition in bankruptcy is filed by Tenant or Tenant is
adjudged bankrupt, or in the event Tenant makes an assignment for the benefit of creditors, or in
the event of an appointment of a receiver, whether bankruptcy or otherwise, of Tenant’s property,
provided such appointment not be vacated or set aside within thirty (30) days; or in the event any
plan of reorganization of Tenant which is not satisfactory to or approved by Landlord shall be
approved by any court or any judge thereof and such approval is not set aside within thirty (30)
days;
SECTION 15.6.4 In the event Tenant is in Breach of any of the terms, conditions, covenants,
stipulations or agreements contained in this Lease whether cured or not in a timely manner; or a
series of Breaches even though cured; or a material failure to comply with a term or condition to
this Lease that even if cured will not make Landlord whole in the opinion of Landlord.
SECTION 15.6.5 If Tenant abandons or vacates the Real Property for more than thirty (30) days.
ARTICLE SIXTEEN (16)
STORAGE
STORAGE
SECTION 16.1 If Tenant shall fail to remove all effects from the Real Property upon termination of
this Lease for any cause whatsoever, or when Landlord shall re-enter and re-let the Real Property
for the account of Tenant, Landlord may, at its option, move all Tenant effects in any manner
Landlord shall choose and store such effects without liability to Tenant for any loss thereof. The
following shall apply:
SECTION 16.1.1 Tenant agrees to pay Landlord on demand all expenses incurred in such
removal, including, without limitation, court costs, attorney’s fees, handling charges,
transportation charges and storage charges on such effects for any length of time such effects are
in the possession of Landlord.
SECTION 16.1.2 Landlord may at its option without notice to Tenant sell such effects defined in
SECTION 16.1 above or any part of such effects at private sale and without legal process for such
price or prices as Landlord may obtain without a duty to get the highest price that might be
obtained though another process and apply the proceeds of such sale toward the reduction of any
amounts due Landlord under this Lease and upon the expense incident to the removal and sale of such
effects.
ARTICLE SEVENTEEN (17)
LANDLORD’S ATTORNEY FEES
LANDLORD’S ATTORNEY FEES
SECTION 17.1 In the event Landlord employs an attorney to collect any past due Rent or Additional
Rent or to protect the interest of Landlord in the event of a Breach or Default of any of the terms
and conditions of this Lease, Tenant shall reimburse Landlord all charges of such attorney. All
charges of such attorney shall be due and payable as Additional Rent.
ARTICLE EIGHTEEN (18)
PEACEFUL POSSESSION
PEACEFUL POSSESSION
SECTION 18.1 Landlord covenants and agrees at the time of delivery of this Lease, it is not under
contract to purchase the Real Property from the owner. Landlord shall use its best efforts to
become the
owner of the Real Property prior to the Commencement Date with full right, power and authority to
enter this Lease.
SECTION 18.2 Landlord warrants to Tenant, quiet and peaceful possession of the Real Property for
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the Intended Use during the Term of this Lease, so long as all terms and conditions of this Lease
are fully performed.
SECTION 18.3 Tenant agrees it has investigated the uses permitted within the Real Property by
zoning and under the restrictive covenants of Williamsburg Cooperative Commerce Center operated by
Williamsburg County Development Corporation, see copy attached as Exhibit “B”. Tenant is satisfied
the Intended Use is a permitted use of the Real Property and will not violate such zoning or
restrictive covenants. Tenant agrees it is not relying on any representations of Landlord or its
agents as to the use Tenant can properly and lawfully make of the Real Property.
SECTION 18.4 Landlord, or any of its agents, shall have the right to, but not be required to enter
the Real Property during all reasonable hours to examine, make repairs, additions, and or
alterations as may be deemed necessary or to exhibit the Real Property.
SECTION 18.5 Landlord or any of its agents, shall have the right to enter the Real Property for the
purpose of removing placards, signs, fixtures, alterations or additions, which are not permitted by
this Lease, including but not limited to the requirements of the rules and regulations of the
building.
SECTION 18.6 Landlord or any of its agents shall have the right but not the obligation to abate, at
Tenant’s expense, any condition which constitutes a violation of any of the covenants or conditions
of this Lease, including but not limited to, rules and regulations of the building.
SECTION 18.7 Tenant agrees Landlord shall have no liability to it, if at any time during
the Lease Term if the use of the Real Property by Tenant becomes unlawful by virtue of a change in
government regulations, a change in applicable law, or a combination thereof.
ARTICLE NINETEEN (19)
SERVICES OF LANDLORD
SERVICES OF LANDLORD
SECTION 19.1 Landlord shall not be liable for any interruption in the supply of water, electricity,
natural gas (if available), heat, air conditioning or telephone service, nor shall Landlord be
liable for any damage or inconvenience which Tenant may sustain by reason of the quantity or
quality of such. The following applies:
SECTION 19.1.1 The provision of equipment to provide or connect to these services by Landlord shall
be subject to governmental regulations as they may exist from time to time, and the good-faith
interpretation of such by Landlord.
SECTION 19.2 Tenant agrees to abide by and cooperate with Landlord to comply with any and all
Governmental regulations when the participation of Tenant is reasonably required.
ARTICLE TWENTY (20)
HOLDING OVER
HOLDING OVER
SECTION 20.1 If Tenant remains in possession after the expiration of the Term of this Lease or any
extension of the Term without any written agreement entered into between Landlord and Tenant,
Tenant shall be a tenant at sufferance and there shall be no renewal of this Lease by operation of
law.
SECTION 20.1.1 Should Tenant become a tenant at sufferance as provided in SECTION 20.1 above, all
terms and conditions of this Lease shall remain the same and in full force and effect except:
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SECTION 20.1.1.1 Term shall be month-to-month with Landlord or Tenant having the right to
terminate by giving the other at least thirty (30) days advance written notice of its intent to
terminate this Lease on the last day of the month following receipt by the other of such notice.
SECTION 20.1.1.2 Monthly rental for the Real Property payable by Tenant shall be adjusted to 125%
of the existing rate in effect on the scheduled Termination Date (”Holdover Rate”), effective on
the first (1st) day following the scheduled Termination Date.
ARTICLE TWENTY-ONE (21)
EMINENT DOMAIN
EMINENT DOMAIN
SECTION 21.1 If more than thirty percent (30%) of the Premises shown on Figure One (1) herein, is
taken under the power of eminent domain (including any conveyance made in lieu thereof), and such
taking shall make the occupancy of the Real Property by Tenant impractical, then Tenant shall have
the right to terminate this Lease by giving Landlord written notice of such termination within
thirty (30) days after such taking.
SECTION 21.2 If Tenant does not elect to terminate this Lease, as provided in SECTION 21.1,
Landlord, within the subsequent thirty (30) day period following Tenant’s option in SECTION 21.1
may elect to terminate this Lease, or Landlord may elect at its own expense to repair and restore
the Real Property to usable condition, and the rental to be paid by Tenant under this Lease shall
be proportionately and equitably reduced.
SECTION 21.3 All compensation awarded for any taking (or the proceeds of private sale in lieu
thereof) whether for the whole or any part or partial interest in the Real Property, shall be the
exclusive property of Landlord, whether such award is compensation for damages to Landlord or
Tenant’s interest in the Real Property.
SECTION 21.3.1 Tenant hereby assigns all of its interest in any such award to Landlord; provided,
however, Landlord shall have no interest in any award made to Tenant for loss of time,
inconvenience or for the taking of Tenant’s fixtures and other property within the Real Property if
a separate award for such items is made to Tenant by the condemning authority.
SECTION TWENTY-TWO (22)
SUBORDINATION
SUBORDINATION
SECTION 22.1 This Lease Agreement is subject and subordinate to any and all mortgages now or
hereafter placed on the Real Property, provided however, in each such case, the holder of said
mortgage shall agree this Lease Agreement shall not be divested or in any way affected by a
foreclosure or other default proceedings under said mortgage, or obligations secured thereby, so
long as Tenant shall not be in Default under the terms of this Lease. Tenant agrees this Lease
Agreement shall remain in full force and effect notwithstanding any such default proceedings under
said mortgage, or obligations secured thereby.
SECTION 22.2 Tenant agrees it will attorn to the mortgagee, or beneficiary of such mortgagee and
their successors and assigns, and to the purchaser or assignees under any such foreclosure.
SECTION 22.3 Tenant shall, upon request by Landlord, within five (5) calendar days after such
request, execute and deliver to Landlord, or to any other person designated by Landlord, any
instrument or instruments required to give effect to the provisions of this Section.
SECTION 22.3.1 If Tenant fails to furnish an executed subordination agreement hereunder within
five (5) calendar days of a request to it to do so, said failure being without substantial and
reasonable just cause
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transmitted to Landlord in writing within said five (5) calendar day period,
then Tenant does hereby agree the managing agent used by Landlord (which may, in fact, be Landlord)
for the Real Property shall be, and is hereby authorized, without liability to Tenant, to execute
such certificate as the authorized agent and attorney-in-fact for Tenant.
ARTICLE TWENTY-THREE (23)
TRANSFER OF LANDLORD’S INTEREST
TRANSFER OF LANDLORD’S INTEREST
SECTION 23.1 In the event of a sale, assignment or transfer by Landlord of its interest in the Real
Property or in this Lease (other than a collateral assignment to secure a debt of Landlord) to a
successor in interest who expressly assumes the obligations of Landlord hereunder, Landlord shall
thereupon be released or discharged from all of its covenants and obligations hereunder.
SECTION 23.2 In the event of such a sale, assignment or transfer Tenant agrees to look solely to
such successor in interest of Landlord for the performance of Landlord’s obligations herein.
SECTION 23.3 Any securities given by Tenant to Landlord to secure the performance of Tenant’s
obligations hereunder may be assigned and transferred by Landlord to any successor in interest of
Landlord; and, upon acknowledgment by such successor of receipt of such security and its express
assumption of the obligation to account to Tenant, Landlord shall thereby be discharged of any
further obligation relating thereto.
SECTION 23.4 Landlord’s assignment of this Lease or of any or all of its rights shall in no manner
affect Tenant’s obligations hereunder. Tenant shall thereafter attorn and look to such assignee,
as Landlord.
ARTICLE TWENTY-FOUR (24)
ESTOPPEL CERTIFICATE
ESTOPPEL CERTIFICATE
SECTION 24.1 Within five (5) calendar days after a request therefore by Landlord or any mortgagee
under a mortgage covering the Real Property, or if, upon any sale, assignment or other transfer of
the Real Property by Landlord, an Estoppel Certificate shall be required from Tenant, Tenant shall
deliver in recordable form a statement to any proposed mortgagee or other transferee, or to
Landlord, certifying any facts that are then true with respect to this Lease, including without
limitation (if such be the case), this Lease is in full force and effect, Tenant is in possession,
Tenant has commenced the payment of Rent, and there are no defenses or offsets to the Lease claimed
by Tenant.
SECTION 24.1.1 If Tenant fails to furnish an executed Estoppel Certificate as provided in SECTION
24.1 within five (5) calendar days of a request to it to do so, said failure being without
substantial and reasonable just cause transmitted to Landlord in writing within said five (5)
calendar day period, then Tenant does agree the managing agent used by Landlord (who may, in fact,
be Landlord) for the Real Property shall be, and is authorized, without liability to Tenant, to
execute such certificate as authorized agent and attorney-in-fact for Tenant.
ARTICLE TWENTY-FIVE (25)
WAIVER OF CLAIMS
WAIVER OF CLAIMS
SECTION 25.1 Landlord and Landlord’s agents, employees and contractors shall not be liable for, and
Tenant hereby releases, all claims for damage to persons or property sustained by Tenant or any
person claiming through Tenant resulting from any fire, accident, occurrence or condition in or
upon the Real Property or building of which they shall be a part.
SECTION TWENTY-SIX (26)
FORCE MAJEURE
FORCE MAJEURE
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SECTION 26.1 In the event Landlord shall be delayed, hindered or prevented from the performance of
any act required hereunder, by reason of governmental restrictions, scarcity of labor or materials,
strikes, fire or any other reasons beyond its control, the performance of such act shall be excused
for the period of delay. The period for performance of any such act shall be extended for the
period necessary to complete performance after the end of the period of such delay.
ARTICLE TWENTY-SEVEN (27)
EXCULPATION
EXCULPATION
SECTION 27.1 At the commencement of this Lease, Tenant agrees it shall look solely to the estate
and property of Landlord in the Real Property, for collection of any judgment (or other judicial
process), requiring the payment of money by Landlord in the event of any Default or Breach by
Landlord with respect to any of the terms, covenants and conditions of this Lease to be observed
and or performed by Landlord.
SECTION 27.1.1 No other property or assets of Landlord or its Agent(s) shall be subject to levy,
execution, or other procedure for the satisfaction of Tenant’s remedies.
SECTION 27.1.2 There shall be absolutely no personal liability on the part of any individual
members of Landlord or its successors; whether members, general partners, limited partners,
officers, agents, stockholders, or otherwise.
ARTICLE TWENTY-EIGHT (28)
ENVIRONMENTAL ISSUES
ENVIRONMENTAL ISSUES
28.1 Hazardous Substances. The term “Hazardous Substances”, as used herein shall include, without
limitation, flammable, explosives, radioactive materials, asbestos, polychlorinated biphenyls
(PCBs), chemicals known to cause cancer or reproductive toxicity, pollutants, contaminants,
hazardous wastes, toxic substances or related materials, petroleum and petroleum products, and
substances declared to be hazardous or toxic under any law or regulation now or hereafter enacted
or promulgated by any governmental authority.
28.2 Tenant’s Restrictions. Tenant shall not cause or permit to occur:
28.2.1 Any violation of any federal, state, or local law, ordinance, or regulation now or hereafter
enacted, related to environmental conditions on, under, or about the Real Property, or arising from
Tenant’s use or occupancy of the Real Property, including, but not limited to, soil and ground
water conditions; or
28.2.2 The use, generation, release, manufacture, refining, production, processing, storage, or
disposal of any Hazardous Substance on, under, or about the Real Property, or the transportation to
or from the Real Property of any Hazardous Substance.
28.3 Environmental Clean-up. Tenant further agrees as follows:
28.3.1 Tenant shall, at Tenant’s own expense, comply with all laws regulating the use, generation,
storage, transportation, or disposal of Hazardous Substances (hereinafter referred to as the
“Laws”).
28.3.2 Tenant shall, at Tenant’s own expense, make all submissions to, provide all information
required by, and comply with all requirements of all governmental authorities (hereinafter referred
to as “Authority” or “Authorities”) under the Laws.
28.3.3 Should any Authority or any third party demand that a cleanup plan be prepared and that a
clean-up be undertaken because of any deposit, spill, discharge, or other release of Hazardous
Substances that
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occurs during the Lease Term at or from the Real Property, or which arises at any
time from Tenant’s use or occupancy of the Real Property, then Tenant shall timely and at Tenant’s
sole expense, prepare and submit the required plans and all related bonds and other financial
assurances; and Tenant shall carry out all such cleanup plans.
28.3.4 Tenant shall promptly provide all information regarding the use, generation, storage,
transportation, or disposal of Hazardous Substances requested by Owner. If Tenant fails to fulfill
any duty imposed under this SECTION 28 within a reasonable time, Owner may do so; the cost of which
shall become Additional Rent as provided in this Lease, and in such case, Tenant shall cooperate
with Owner in order to prepare all documents Owner deems necessary or appropriate to determine the
applicability of the Laws to the Real Property and Tenant’s use thereof, and for compliance
therewith, and Tenant shall execute all documents promptly upon Owner’s request. No such action by
Owner and no attempt made by Owner to mitigate damages under any Law shall constitute a waiver of
any of Tenant’s obligations under this SECTION 28.
28.4 Tenant’s Indemnity.
28.4.1 Tenant shall indemnify, defend, and hold harmless Landlord, and the manager of the Real
Property, and their respective officers, directors, members, beneficiaries, shareholders, partners,
agents, and employees from all fines, suits, procedures, claims, and actions of every kind, and all
costs associated therewith (including attorneys’, witness’ and consultants’ fees) arising out of or
in any way connected with any deposit, spill, discharge, or other release of Hazardous Substances
that occur during the Lease Term, at or from the Real Property, or which arises at any time from
Tenant’s use or occupancy of the Real Property, or from Tenant’s failure to provide all
information, make all submissions, and take all steps required by all Authorities under the Laws
and all other environmental laws.
28.4.2 Tenant’s obligations and liabilities under this SECTION 28 shall survive the expiration or
termination of this Lease.
ARTICLE TWENTY-NINE (29)
GRATUITOUS SERVICES
GRATUITOUS SERVICES
SECTION 29.1 Any gratuitous service which Landlord may be furnishing now or hereafter at the Real
Property in which the Premises are all or a part, may be discontinued or modified, in the
discretion of Landlord, without being a Breach in any way by Landlord hereunder.
ARTICLE THIRTY (30)
COMMUNICATIONS
COMMUNICATIONS
SECTION 30.1 Notices to the Parties. All notices required or permitted by this Agreement shall be
in writing and shall be either hand delivered or sent by certified mail, addressed:
SECTION 30.1.1 Landlord’s Address. In the case of Landlord, to the following address:
Kingstree Office One, LLC
2200 Cortelyou Road
Charlotte, North Carolina 28211-3838
Attention: David P. Reule,
President
2200 Cortelyou Road
Charlotte, North Carolina 28211-3838
Attention: David P. Reule,
President
SECTION 30.1.2 Copy to Attorney: In the case of Landlord’s Attorney, to the following address:
Helms Henderson & Associates, P.A.
Morehead Street, Suite 304
Morehead Street, Suite 304
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Charlotte, North Carolina
Fax Number: 704-
Attention: H. Parks Helms, Esq.
David L. Henderson, Esq.
Fax Number: 704-
Attention: H. Parks Helms, Esq.
David L. Henderson, Esq.
SECTION 30.1.3 Tenant’s Address to the following address:
Sykes Enterprises, Incorporated
400 North Ashley Drive
Tampa, Florida, 33602
United States of America
Fax Number: 813 470-3735
Attention: Ronald Pe Aguirre
Vice President – Real Estate
400 North Ashley Drive
Tampa, Florida, 33602
United States of America
Fax Number: 813 470-3735
Attention: Ronald Pe Aguirre
Vice President – Real Estate
SECTION 30.1.4 Copy to Attorney: In the case of Tenant’s Attorney, to the following address:
Sykes Enterprises, Incorporated
400 North Ashley Drive
Tampa, Florida, 33602
United States of America
Fax Number: 813
Attention: James T. Holder, Esq.
Senior Vice President
General Counsel
400 North Ashley Drive
Tampa, Florida, 33602
United States of America
Fax Number: 813
Attention: James T. Holder, Esq.
Senior Vice President
General Counsel
or to such other addresses to the Parties, as they may from time to time designate by written
notice to the other Parties.
ARTICLE THIRTY-ONE (31)
PARTIES INCLUDED
PARTIES INCLUDED
SECTION 31.1 Whenever reference is made in this Lease to the words “Landlord” or “Tenant,” they
shall be construed to be both plural and singular and to include the respective heirs, distributes,
executors, administrators, legal representatives, successors and assigns of Landlord and Tenant.
ARTICLE THIRTY-TWO (32)
SEVERABILITY
SEVERABILITY
SECTION 32.1 If any clause or provision in this Lease should be determined to be illegal, invalid
or unenforceable under present or future laws effective during the Lease Term or any renewal Term,
then and in that event, it is the express intention of the Parties that the remainder of this Lease
shall not be affected thereby, and it is also the express intention of the Parties that in lieu of
each clause or provision of this Lease which may be determined to be illegal, invalid or
unenforceable, there may be added as a part of this Lease a clause or provision as similar in terms
to such illegal or invalid or unenforceable clause or provision as may be possible and be legal,
valid and enforceable.
ARTICLE THIRTY-THREE (33)
DEFINED TERMS
DEFINED TERMS
Defined Terms: The following terms, as used in this Lease Agreement and all attachments, exhibits,
riders, addenda and other documents attached hereto, shall have the following meanings:
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“Additional Rent” means all charges and pass-through costs payable to Landlord by Tenant,
as provided for in this Lease.
“Advance Period” means the period of time between the Effective Date and the Commencement
Date.
“Base Rent” means the sum of money due Landlord, payable by Tenant for the use of the Real
Property. See definition of Additional Rent.
“Breach” means a party to this Lease has failed to comply with a curable term or condition
of this Lease, the party has the right to cure provided such action is taken promptly.
“Certificate of Occupancy” means a document labeled as such or by a similar name issued by
the Building Official for Williamsburg County certifying that the Property including the Premises
has been found to comply with all applicable laws including without limitation building ordinances,
codes, zoning laws, environmental regulations, et cetera and that Tenant may legally occupy the
Premises for the Intended Use.
“Commencement Date” means the 1st day of March 2008.
“Communication” means any written notice, demand, request, election, or other transmission
or documentation required or permitted to be given or made to or by any party to this Lease or
otherwise given or made under or pursuant to this Lease.
“Default” means a recurring Breach by Tenant or Landlord of one or more terms or conditions
of this Lease, whether cured or not in a timely manner; or a material failure to comply with a term
or condition to this Lease that even if cured will not make Landlord whole.
“Disabilities Laws” means all applicable laws, rules and regulations that deal with how the
Property must be maintained to accommodate people with disabilities.
“Effective Date” means the date of this document or Lease Agreement first set forth at the
beginning of this document.
“Environmental Laws” means all applicable environmental ordinances, rules, regulations,
statutes, orders, and laws of every kind and type of all local, state, or federal agencies or
bodies with jurisdiction over the Property or the activities conducted on the Property.
“Emergency” means any occurrence, or threat thereof, whether natural, technological, or
manmade, in war or in peace, which results or may result in injury or harm to the Premises or any
person on or near the Premises.
“Exercise” or “Exercised” means a timely written notice given by either Tenant or
Landlord to the other taking up an option available to the sender.
“FF&E” means all removable furniture, fixtures and equipment now or at anytime maintained
on the Premises.
“Insurance Expenses” means all costs to Landlord for premiums for “all risk” property,
business income and extra expense, liability, earthquake, and all other insurance obtained by
Landlord in connection with or relating to the Real Property. All such Operating Expenses invoiced
to, or paid by Landlord shall be re-invoiced by Landlord to Tenant.
“Intended Use” means the use of the Premises by Tenant for office purposes for the
operation of Tenant’s business, which shall include without limitation the operation of a call
center, an information technologies center, data center and network operations center.
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“Lease” means this document titled “Lease Agreement” wherein Landlord conveys to Tenant a
Leasehold Interest for the exclusive use of the Real Property under stated terms and conditions.
“Lease Term” means the period of time commencing on the Effective Date and ending on the
Termination Date, as such period may be shortened or extended from time to time as provided in this
Lease.
“Term” means the period of time commencing on the Commencement Date and ending on the Termination
Date, as such period may be shortened or extended from time to time as provided in this Lease.
“Leasehold Interest” means the possessory interest of Tenant in the Real Property including
without limitation the Premises which is the subject of this Lease.
“Tenant Improvements” means those improvements made or caused to be made to the Premises by
Tenant, to make the Premises functional for the Intended Use of Tenant for its business, including
without limitation the installation of:
FF&E;
“Tenant Property” means all moveable FF&E and other personal property owned by Tenant or
located on the Premises from time to time, including without limitation all machinery and equipment
that can be removed without damage to the Property.
“Operating Expenses” means all costs and expenses incurred in the operation, ownership,
maintenance, administration, management, replacement, servicing, compliance and repair of the Real
Property, which may include, but not be limited to: compensation of a Real Property manager and
their personnel employed by Tenant; security, Utilities; heating, ventilation and air conditioning
(“HVAC”) service and maintenance contracts; repairs to building, repainting, glazing, roof,
equipment, sidewalks, driveways, parking areas, or any other improvements on the land; grounds care
costs, including snow removal, landscaping, lawn, tree and shrubbery care; striping and resurfacing
the parking lot; labor, supplies, materials, equipment, tools, license, permit and inspection fees;
and insurance premiums; all maintenance, replacements and redecoration of every kind and type for
the exterior/interior of the Real Property.
“Mandated Enhancements” means following the Effective Date, all changes; modifications and
additions of every kind and type imposed and required to be made by all laws and all regulatory
authorities, to be made to the Property including the Premises.
“Non-Monetary Default” means a Default in the performance of any non-monetary covenant or
agreement of this Lease.
“Parking Areas” means all parking areas within the Real Property are reserved for the
exclusive use of Tenant. See Figure Two of this Lease.
“Premises” means all leasable areas within the building, identified on Figure One — Floor
Plan.
“Real Property” means the free standing building together with all related land, site
improvements, parking facilities, driveways, sidewalks and landscaping, more particularly shown
on those certain drawings or designs identified as Figure One (1), Figure Two (2) and Figure Three
(3) in SECTION 1.2 of this Lease.
“Rent” means the Base Rent plus Additional Rent in the official currency of the United
States of America.
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“Standby Electric Generator” means a diesel operated electric generator, with transfer
switch and fuel tank for the exclusive use of Tenant, to provide back up power to the Premises.
“Termination Date” means the last day of year twenty (20) following the Commencement Date
unless otherwise extended or caused to be shortened as provided in this Lease.
“Utilities” means all services required for the uninterrupted use and in sufficient
quantities to meet the needs of Tenant for the Intended Use, including without limitation; (1)
public drinking water; (2) sanitary sewer service; (3) storm water drainage service; (4) telephone
service; and (5) electrical power services.
ARTICLE THIRTY-FOUR (34)
SPECIAL STIPULATIONS
SPECIAL STIPULATIONS
SECTION 34.1 Insofar as any of the following stipulations conflict with any of the foregoing
provisions, the following stipulations shall control:
The following Exhibits are attached hereto and incorporated herein by reference:
EXHIBIT “A”
|
Rules and Regulations | |
EXHIBIT “B”
|
Protective covenants | |
EXHIBIT “C”
|
Tenant — Secretary’s Certificate |
ARTICLE THIRTY-FIVE (35)
GENERAL PROVISIONS
GENERAL PROVISIONS
SECTION 35.1 Entire Agreement. This instrument contains the complete agreement of the Parties
regarding the terms and conditions of the Lease of the Real Property and all matters related
thereto.
SECTION 35.1.1 There are no oral or written terms, conditions, understandings, representations or
other agreements pertaining to the Real Property which have not been incorporated herein.
SECTION 35.1.2 It is the intention of the Parties that all of their respective obligations to the
other and rights hereunder are set forth in this written Lease.
SECTION 35.2 This instrument creates only the relationship of Landlord and Tenant between the
Parties as to the Real Property;
SECTION 35.2.1 Nothing in this Lease shall in any way be construed to impose upon either party
hereto any obligations or restrictions not expressly set forth herein.
SECTION 35.3 Law Governing. This Agreement shall be governed by the laws of the State of South
Carolina as to its validity, interpretation, performance and enforcement.
SECTION 35.4 Lease Binding. All terms, conditions and covenants hereof shall inure to the benefit
of and be binding upon the Parties and their respective heirs, administrators, executors,
successors, and assigns.
SECTION 35.5 Number and Gender. When reference is made to Landlord or Tenant, the singular shall
include the plural and the masculine shall include the feminine or the neuter.
SECTION 35.6 Waiver of Breach. No waiver of a Breach or Default of any of the covenants of this
Lease shall be construed to be a waiver of any succeeding Breach or Default of the same covenant.
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SECTION 35.7 Time is of the Essence. Time is of the essence where the obligation to pay money is
involved.
SECTION 35.8 Modification. No modification, release, discharge or waiver of any provision hereof
shall be of any force, value or effect unless it is in writing, signed by Landlord or Tenant as
applicable, or their duly authorized agent.
SECTION 35.9 Covenants Running With the Land. All covenants, provisions, conditions and
obligations herein contained or implied by law are covenants running with the land and shall attach
to and be binding upon the successors and assigns of each of the Parties to this Lease.
ARTICLE THIRTY-SIX (36)
OTHER PROVISIONS
OTHER PROVISIONS
SECTION 36.1 Authority of Tenant. The individual executing this Lease on behalf of Tenant
represents and covenants that he is duly authorized to act for Tenant in entering this Lease. See
Secretary’s Certificate attached as Exhibit “C“.
SECTION 36.2 The Building shall be named “Sykes.”
SECTION 36.3 Landlord represents and warrants all information received or known to Landlord,
about Tenant or its parent Sykes Enterprises, Incorporated and its subsidiaries, that is not in
the public domain and obtained on a need to know basis in connection with this Lease, including
without limitation any information relating to the negotiations, considerations,
representations, and understandings between the Parties along with the terms and provisions of
this Lease, are and shall be treated as strictly confidential.
Landlord and Tenant agree that they shall not divulge or disclose any information concerning
this Lease to any person, firm, corporation or other legal entity, for any purpose, except as
may be required by applicable law including without limitation any information relating to the
negotiations, considerations, representations, and understandings between the Parties along with
the terms and provisions of this Lease, are and shall be treated as strictly confidential.
Landlord shall keep in strict confidence all information which Landlord obtains, learns or
discovers in connection with this Lease or during the Lease Term and occupancy of the Real
Property by Tenant regarding: (i) Tenant’s financial and/or business operations; (ii) Tenant’s
policies, procedures and/or business practices; (iii) the names of Tenant’s clients or any other
visitor(s) to the Premises and their financial and/or business operations; and/or (iv) Tenant’s
security measures. All references in this paragraph to “Landlord” or “Tenant” shall include all
officers, employees, shareholders, agents, contractors, subcontractors, consultants, and/or
associates of Landlord or Tenant.
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IN WITNESS WHEREOF, the Parties hereto, if they are individuals or unincorporated, have
hereunto set their hands and seals, and if any party hereto is a corporation, it has caused this
Lease to be executed by its President and attested by its Secretary, pursuant to authority duly
given by its Board of Directors; all the day and year first above written.
| Tenant: SYKES ENTERPRISES, INCORPORATED |
||||
| By: | /s/ James T. Holder | (SEAL) | ||
| James T. Holder | ||||
| Senior Vice President and General Counsel | ||||
| Landlord: KINGSTREE OFFICE ONE, LLC |
||||
| By: | /s/ David P. Reule | |||
| David P. Reule | ||||
| President | ||||
STATE OF FLORIDA
HILLSBOURGH COUNTY
I, a Notary Public of the County and State aforesaid, certify that James T. Holder, Senior Vice
President and General Counsel, Sykes Enterprises, Incorporated personally appeared before me this
day and acknowledged the execution of the foregoing instrument as an act of Sykes Enterprises,
Incorporated a Florida corporation. Witness my hand and official
stamp or seal, this 25th day of
January, 2008.
/s/ Ronda M. Parris |
||
5/15/09 |
||
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STATE OF SOUTH CAROLINA
WILLIAMSBURG COUNTY
WILLIAMSBURG COUNTY
I, a Notary Public of the County and State aforesaid, certify that David P. Reule, President,
Kingstree Office One, LLC personally appeared before me this day and acknowledged the execution of
the foregoing instrument as an act of Kingstree Office One, LLC a Florida limited liability
company. Witness my hand and official stamp or seal, this 25th day of January, 2008.
/s/ Ronda
M. Parris |
||
5/15/09 |
||
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OFFICE LEASE AGREEMENT
EXHIBIT “A”
RULES AND REGULATIONS
EXHIBIT “A”
RULES AND REGULATIONS
ATTACHED TO AND FORMING A PART OF THAT CERTAIN LEASE AGREEMENT BY AND BETWEEN KINGSTREE OFFICE ONE,
LLC , OWNER OF SYKES CUSTOMER SUPPORT CENTER, 58 COMMERCE DRIVE, KINGSTREE, SOUTH CAROLINA 29556,
AS LANDLORD AND SYKES ENTERPRISES, INCORPORATED, AS TENANT, DATED THIS 25thDAY OF JANUARY, 2008.
1. Sidewalks, entrances, passages, courts, corridors or halls shall not be obstructed or
encumbered by Tenant, Tenant’s employees, customers or invitees, and shall not be used for any
purpose other than ingress and egress to and from the Real Property. Parking areas and planting
beds shall be used only for the purpose designed, and subject to removal at the expense of the
vehicle owner, no vehicle of any nature shall be stored, parked or left unattended within the
parking area except during working hours of Tenant and Tenant’s employees.
2. No air conditioning units, awnings or other attachment not now in place shall be placed
in, on or attached to the roof, windows or outside walls of the building which is a part of the
Real Property.
3. No sign, advertisement, promotional device or object, sound amplifying device, audible
outside the Real Property, notice or other lettering, shall be used, exhibited, inscribed, painted
or affixed by Tenant on any part of the outside or inside of the Real Property or building without
prior written consent of Landlord.
In the event of a violation of the foregoing by Tenant, Landlord may remove same without any
liability, and charge as Additional Rent the expense incurred by such removal to Tenant violating
this rule.
4. The sashes, sash doors, skylights (if any), windows and doors that reflect or admit light,
air or pedestrians into halls, passageways or other public places in or adjacent to the Real
Property shall not be covered or obstructed by Tenant, nor shall any bottles, parcels or other
items be placed on windowsills, interior or exterior, nor shall any such item be deposited or
allowed to remain at the entrances, in corridors, lobbies or passageways.
| 5. | No additional locks shall be placed upon any doors of the Real Property, and Tenant will not permit any duplicate keys to be made (all necessary keys will be furnished by Landlord), but if more than two keys for any door lock shall be desired, the additional number must be paid for by Tenant. Upon termination of this Lease, Tenant shall surrender to Landlord all keys of the Real Property and give to Landlord an explanation of the combination of all locks in safes, safe cabinets and vault doors within the Real Property. |
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6. No showcases, display racks, or other items shall be put in front of or affixed to any
part of the exterior of the Real Property, nor placed in the halls, corridors, lobbies or
vestibules adjoining same without the prior written consent of Landlord.
7. The Real Property shall not be used for large gatherings of persons, for auctions, for
activities beginning before 8:00 a.m. or ending later than 10:00 p.m., or in any manner to
interfere with the peaceful use and enjoyment of adjacent or nearby Real Property.
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OFFICELEASE AGREEMENT
EXHIBIT “B”
PROTECTIVE COVENANTS
EXHIBIT “B”
PROTECTIVE COVENANTS
ATTACHED TO AND FORMING A PART OF THAT CERTAIN LEASE AGREEMENT BY AND BETWEEN KINGSTREE OFFICE ONE,
LLC , OWNER OF SYKES CUSTOMER SUPPORT CENTER, 58 COMMERCE DRIVE, KINGSTREE, SOUTH CAROLINA 29556 ,
AS LANDLORD AND SYKES ENTERPRISES, INCORPORATED, AS TENANT, DATED THIS 25thDAY OF JANUARY, 2008.
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[SEAL]
STATE OF SOUTH CAROLINA )
|
AMENDED DECLARATION OF | |
)
|
OF PROTECTIVE COVENANTS | |
COUNTY OF WILLIAMSBURG ) |
WHEREAS, the Williamsburg County Development Corporation executed a
Declaration of Protective Covenants for the Williamsburg County Industrial
Park dated the 8th day of June 1998, and recorded in the Office
of the Clerk of Court for Williamsburg County in Deed Book A411 at page
146; and
WHEREAS, the Williamsburg County Development Corporation desires to
amend the original Declaration of Protective Covenants to add a new Article
XIV and renumber the remaining articles and to further provide for the
conditions of Article XIV.
This Declaration of Protective Covenants for the Williamsburg County
Industrial Park made and entered into on this 8th day of June, 1998 by the
Williamsburg County Development Corporation, hereinafter referred to as
“Corporation”;
W I T T N E S S E T H:
WHEREAS,
the Williamsburg County Development Corporation owns and has
subdivided into parcels for industrial development a larger tract of land
located just north of Kingstree, County of Williamsburg, the same having
been conveyed to the Corporation by deed of Margaret B. Culver and Frances
B. Godwin dated the 10th day of October, 1997 and recorded in
the Office of the Clerk of Court for Williamsburg County in Deed Book A393
at page 165; and
WHEREAS it is desirable that certain protective covenants be placed
upon the parcels subdivided for economic development of Williamsburg
County and for
[SEAL]
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the protection of each of the present and future owners of said parcels and
that the value and desirability of said parcels be thereby enhanced.
KNOW ALL MEN BY THESE PRESENTS that the Corporation does hereby amend
and redraft the following protective covenants, restrictions and conditions
upon the use of the following parcels and property described as follows, to
wit:
All that certain piece, parcel or tract of land lying, being and
situate in the County of Williamsburg, State of South Carolina,
containing one hundred eighty seven and sixty one hundredths
(187.61) feet; and more particularly shown and delineated on a map
made by J. B. Ellis, R.L.S., dated September 9, 1997 and amended
May 13, 1998, and recorded in the office of the Clerk of Court for
Williamsburg County in Plat Book S946 at page 2A and being bounded
and described as follows, to-wit: On the North by SC Highway
45-382; on the East by US Highway 52; on the South by lands of the
Estate of David S. Epps, a canal being the line; and on the West
by lands of Margarte B. Culver, lands of Francis B. Godwin and
lands of Carolina Power and Light Company. The same being the
identical tract of land conveyed to Williamsburg County
Development Corporation by Margaret B. Culver and Frances B.
Godwin by deed dated the 10th day of October, 1997, and recorded
in the Office of the Clerk of Court for Williamsburg County in
Deed Book A393 at page 165.
ARTICLE I
LAND USE
The premises affected hereby and any building or buildings erected
thereon shall be used solely for industrial, manufacturing and distribution
operations of a type and character approved in writing by the Executive
Committee of the
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Corporation. The following uses and businesses shall not be permitted on the
above described property:
| • | Marine or Automotive garage, repair or sales facility; | ||
| • | Truck stop or gasoline station; | ||
| • | External building material storage, lumber yards, coal or wood yards, poultry houses or stone or monument works; | ||
| • | Scrap yard storage; | ||
| • | Manufacture, storage, distribution or sale of explosive materials or any materials whose presence would disadvantageously affect the insurance rates of neighboring industries within the park; | ||
| • | Auto-wrecking yard, salvage yards, used material yards, external storage or bailing of waste or scrap paper, scrap metals, bottles or junk; | ||
| • | Central mixing plants for asphalt, plaster or concrete; | ||
| • | Any type quarrying operation; | ||
| • | Temporary storage buildings, trailers (excepting trailers during a period of construction), wood, plastic or metal sheds, pole buildings, carports, lean-to or other unsightly structures; | ||
| • | Landfills, garbage dumps, sewer or waste outfalls and other similar facilities. |
No noxious or offensive trade or activity shall be conducted or carried
on, nor shall anything be done thereon which may be or may become an
annoyance or nuisance to the owners or users of other property in the area
affected by these covenants by reason of unsightliness or the excessive
emission of odors, dust, fumes, smoke or noise.
In
the event of any questions concerning whether or not such activities
are a violation of these Protective Covenants, they shall be determined by
the Executive Committee of the Corporation whose decision shall be binding
upon the users of the Industrial Park.
ARTICLE II
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SETBACKS
Any buildings or improvements erected upon any industrial site affected by these protective
covenants shall be situated at least fifty feet from the road
right-of-way, at least twenty-five
feet from any side yard and rear property division line. Prescribed building setback areas may be
used for open landscaping, green areas, off-street surfaced parking
areas or other like uses. All
landscaping shall be done in an attractive manner with lawns, trees,
shrubbery, flowers or vines to
be laid out and located in accordance with plans first submitted to and approved in writing by the
Executive Committee of the Corporation. All landscaped areas and all
established parking areas
shall at all times be properly maintained in a lightly and well-kept condition.
ARTICLE III
OFFSTREET PARKING AND LOADING AND UNLOADING AREAS
All
parking shall be provided for off of the street and shall be constructed of reinforced concrete
or asphalt paving. Each parking space shall be reasonable size and one space shall be provided for
at least one (1) parking space for every two (2) employees, on largest shift. One parking space
shall be reserved for the handicapped for each twenty-five required parking spaces. Parking is not permitted on streets and is restricted to on-site parking lots, specifically
prohibiting any parking on landscaped or unimproved areas.
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Truck
loading and unloading areas shall be provided in an off-street location. Such areas shall be
constructed of concrete or asphalt paving and shall be located at the side or rear of the building
or improvements. All portions thereof shall be at least 25 feet from
any street or road right-of-way.
ARTICLE IV
LOT COVERAGE/DRAINAGE
Not
more than fifty percent of any lot area shall be covered by buildings, unless upon
determination by the Executive Committee of the Corporation, after review of the plans and
specifications and written request from the owner. In the event, this requirement may be waived by
Resolution of the Executive Committee for good cause shown. A certified copy of such Resolution
will be furnished to the owner, in a form which will permit recording. The local impervious lot
coverage shall not exceed seventy-two percent.
Project
design should include provisions to assure that the project site will be adequately drained
and that the facilities will be sufficiently elevated or otherwise protected from flood damages. No
structure or other damageable facilities will be constructed on
natural ground below elevation fifty-six (56) feet based on the National Vertical Datum of 1929
and that all structures are elevated at least three (3) feet
above grade.
ARTICLE V
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ARCHITECTURAL DESIGN STANDARD/HEIGHT RESTRICTIONS
ARCHITECTURAL DESIGN
The exterior walls of all buildings or other improvements erected in the
Park will consist of one or a combination of face brick, concrete block,
architectural glass and such other materials as may be approved in writing by
the Executive Committee of the Corporation. Metal siding will not be
permitted on the side of the building designated as the front or any side
adjacent to a street. However, metal siding may be permitted on a side which
is not the front but which is adjacent to a street where that side is
screened from the street by structural or landscaping techniques approved by
the Executive Committee, or a minimum of eight (8) foot block or brick, or
any combination wall with metal; with remaining height being metal or
suitable material. All exposed concrete block or metal must be painted or
varnished within thirty (30) days from the date of occupancy, except for
those materials not normally painted or those materials which have been
pre-finished.
HEIGHT RESTRICTIONS
No buildings or improvements erected on the premises affected by these
protective covenants shall exceed forty-five (45) feet in height: provided,
however, that such height limitations may be waived in writing by the
Executive Committee of the Corporation where it finds reasonable necessity for
such request.
ARTlCLE VI
SIGNS
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The placement, size and type of signs to be erected on any building or
site shall be approved in writing by the Executive Committee of the
Corporation. The primary purpose of any sign shall be the identification of
the site occupant and of its product. Building signs must be for
identification only, proportionate in scale with the building, located on the
exterior building walls, and shall not project above the roof line, not to
exceed five (5) feet in height. Directional signs or other free-standing signs
necessary to properly identify the development or any structure and related
parking areas upon property within the Park shall be permitted. Lighting of
signage shall be internal, with back lighting or from recessed ground lights.
Flashing neon or flashing lights and mobile signs shall not be permitted.
ARTICLE VII
RAW MATERIALS
Raw materials, goods in process, finished products, except items being
displayed for sale, or storage or shipping containers shall not be stored in
outside areas unless such areas are properly screened against observation
from boundaries of access streets or roadways. Screening materials shall be
approved by the Executive Committee of the Corporation.
ARTICLE VIII
INSTALLATION OF UTILITIES AND EASEMENTS
All utility connections shall be made underground from the nearest
available source and in compliance with applicable federal, state and local
codes, laws and
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regulations
in effect at the time of construction. Applications for
all services of utilities shall be made by occupant to any/all public
utilities which provide service to the park. Utility easements are
specifically reserved for and granted to any public utility lawfully
providing service on the property affected by these protective
covenants within all building setback lines, along all street lines
and property division lines as may be reasonably necessary or
required for use in installing sanitary and storm sewers, water, and
gas supply lines, electric lines, telephone lines or other utility
lines to property. Easements for local distribution or service
lines to buildings) or improvements located upon individual tracts
shall be located on each parcel, and provided by the owner of the
tract.
ARTICLE IX
PLANS AND SPECIFICATIONS
No building or improvement shall be erected, placed or altered
on the premises until written plans and specifications for such
building or other improvement and a plot plan showing the location
thereof, have been submitted and approved in writing by the Executive
Committee of the Corporation. All plans, specifications and plot
plans will be reviewed for conformity and harmony of exterior design
with existing or prospective structures on the area affected by these
protective covenants, and for impact on the construction site or
adjoining properties affected by these protective covenants, and
present and prospective uses. Whenever any matter, thing, plans,
specifications for construction of improvements, plans and
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specifications
for landscaping, plans and specifications for
establishment of parking areas, plans and specifications for
construction or erection of signs, or plans and specifications for
any other purpose required by these covenants to be submitted to
the Executive Committee of the Corporation for approval, action
approving or disapproving the same shall be taken and written
notice thereof given to the applicant by the Executive Committee
within twenty (20) days after the plans have been submitted.
ARTICLE X
COVENANTS SHALL RUN WITH THE LAND
The protective covenants herein set forth shall be deemed to be
covenants running with the land and the same shall be binding upon the grantees and their respective heirs, successors and assigns. All
parties claiming by, through or under any one of them shall take,
own, hold, convey, hypothecate, lease, rent, use, occupy, and
improve the subject property shall be subject to these protective
covenants. The owners of any tract of land subject to these
protective covenants, by acceptance” of the deed of conveyance,
hereby agrees to conform to and observe said protective covenants as
to the use of building sites and the construction of improvements
thereon. The Williamsburg County Development Corporation, it
successors and assigns, or any owner of any tract of land affected
hereby shall have the right to sue for and obtain an injunction to
prohibit the violation of or to enforce the observance of the
protective covenants set forth above or to pursue any other right to
remedy at
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law or inequity, including, but not limited to actions for damages.
The failure of any such person or entity to enforce restriction herein
set forth at the time of its violation shall in no event be deemed to
be a waiver of the right to seek such enforcement as to any subsequent
violation. The violation of these protective covenants shall not
defeat or render invalid the lien of any mortgage made in good faith
for value before or after such violation.
ARTICLE XI
REPURCHASE OF PROPERTY
There is hereby reserved and granted to the Williamsburg County
Development Corporation, its successors and assigns an irrevocable
option to purchase from the original grantee or any subsequent owner of
any tract affected by these protective covenants at and for the
purchase price paid therefore by such original grantee of the
Corporation in the event construction of a building or other
substantial improvements upon such building site has not been
commenced within one (1) year from the date of conveyance of such
tract by the Corporation.
ARTICLE XII
SEVERABILITY
Invalidation of any part of the covenants, conditions,
restrictions or reservations imposed hereby, through judgment or order
of a court competent jurisdiction, shall in no way affect the
remaining provisions hereof, which shall continue and remain in full
force and effect.
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ARTICLE XIII
TERMINATION AND EXTENSIONS
The covenants and restrictions imposed hereby shall continue
effective for and during the period twenty (20) years from the date
hereof; and same shall likewise continue effective in successive ten
(10) year periods thereafter, unless and until changed within the
initial twenty (20) year period, or any subsequent ten (10) year
period, by the mutual consent in writing of the Williamsburg County
Development Corporation, and its successors or assigns, and fifty-one
(51%) percent of the owners of the building sites hereby restricted.
ARTICLE XIV
ENVIRONMENTAL
No development shall occur within the 100 year flood
plains and jurisdictional wetlands found within the confines of the
Williamsburg County
Industrial Park.
ARTICLE XV
ENFORCEMENT
Pursuant
to resolution adopted by the Williamsburg County
Development Corporation Board of Directors, the Executive Committee
of the Williamsburg County Development Corporation has been empowered
to serve as the agent acting on behalf of the Corporation concerning
matters pertaining to the Industrial Park,
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| Kingstree, South Carolina | Lease Agreement |
and as such shall enforce these protective covenants and act as specified in
the language hereof.
The
within written documents shall be binding upon the Williamsburg
County Development Corporation in Williamsburg County, South Carolina, its
successor and assigns.
WITNESS
our hands and seals on the day and year first above written.
| Signed, sealed and delivered in the presence of: | WILLIAMSBURG COUNTY DEVELOPMENT CORPORATION | |||||||
/s/ MariAnne P Langley
|
BY: /s/ Richard L. Treme | |||||||
| Richard L. Treme - Chairman | ||||||||
/s/
Jeannie R. McCrea
|
ATTEST: | /s/ W. E. Jenkinson | ||||||
| W. E. Jenkinson, III - Secretary | ||||||||
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| Kingstree, South Carolina | Lease Agreement |
STATE
OF SOUTH CAROLINA
|
) | |||||
| ) | PROBATE | |||||
COUNTY
OF WILLIAMSBURG
|
) |
BEFORE me personally appeared the undersigned witness, and made oath
that (s)he saw the within Richard L. Treme, as Chairman of the
Williamsburg County Development Corporation, sign, seal and as
their act and deed, deliver the foregoing written Protective Covenants
for the uses and purposes therein contained and that (s)he with the other
witness whose signature appears above witnessed the execution thereof.
SWORN to before me, this 4th
day of
December, 1998.
/s/ MariAnne P Langley
|
(SEAL) | /s/ Jeannie R. McCrea | ||||
| NOTARY PUBLIC OF SOUTH CAROLINA | ||||||
| My Commission expires: 1/24/04 | ||||||
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STATE OF SOUTH CAROLINA
|
) | |||||
| ) | SECOND AMENDED DECLARATION | |||||
COUNTY OF WILLIAMSBURG
|
) | OF
PROTECTIVE COVENANTS |
WHEREAS, the Williamsburg County Development Corporation
executed an Amended Declaration of Protective Covenants for the
Williamsburg County Industrial Park. The same being recorded in
the Office of the Clerk of Court for Williamsburg County in Deed
Book A423 at page 295; and
WHEREAS, the Williamsburg County Development Corporation
desires to amend the original Declaration of Protective Covenants
and the Amended Declaration of Protective Covenants in Article V,
Architectural Design Standard/Height Restrictions,
(second sentence thereof) to provide that metal siding on the
front of the building will be permitted under certain
circumstances
KNOW ALL MEN BY THESE PRESENTS that the Declaration of
Protective Covenants and Amended Declaration of Protective
Covenants hereinabove referred to is amended in Article V,
Architectural Design Standard / Height Restrictions, to
read as follows:
ARTICLE V
ARCHITECTURAL DESIGN STANDARD/HEIGHT
RESTRICTIONS
ARCHITECTURAL DESIGN STANDARD/HEIGHT
RESTRICTIONS
ARCHITECTURAL DESIGN
The exterior walls of all buildings or other
improvements erected in the Park will
consist of one or a combination of face
brick, concrete block, architectural glass
and such other materials as may be approved
in writing by the Executive Committee of the
Corporation. Metal siding will not be
permitted on the side of the building
designated as the front or any side
adjacent to a street.
However, metal siding may be permitted on a
front or side that has a minimum of 8’ block
or brick or any combination of wall with
metal; all of which must be approved in
writing by the Executive Committee of the
corporation.
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In all other respects, the Declaration of Protective Covenants and Amended Declaration of
Protective Covenants shall remain in full force and effect.
WITNESS our hands and seals on the day and year first above written.
Signed, sealed and delivered in
|
WILLIAMSBURG COUNTY | ||||
the presence of:
|
DEVELOPMENT CORPORATION | ||||
/s/
Stacey P. Nesbitt
|
BY: | /s/ William T. Collier | |||
William
T. Collier - President |
|||||
/s/ MariAnne P Langley
|
ATTEST: | /s/ W. E. Jenkinson | |||
W.
E. Jenkinson III - Secretary |
|||||
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STATE OF SOUTH CAROLINA COUNTY OF WILLIAMSBURG |
) ) ) |
PROBATE |
BEFORE me personally appeared the undersigned witness, and made oath that (s)he saw the within
William T. Collier, as President of the Williamsburg County Development Corporation, sign, seal and
as his act and deed, deliver the foregoing written Agreement for the uses and purposes therein
contained and that (s)he with the other witness whose signature appears above witnessed the
execution thereof.
SWORN to before me |
||||
this 17 day of March 2003 |
||||
| /s/ Stacey P. Nesbitt
|
||||
/s/ MariAnne P Langley (SEAL) |
||||
NOTARY PUBLIC OF SOUTH CAROLINA |
||||
My
Commission expires: 1/24/04 |
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| Kingstree, South Carolina | Lease Amendment Number One (1) |
LEASE AMENDMENT
NUMBER ONE (1)
TO
PURE NET LEASE AGREEMENT
SINGLE-TENANT BUILDING
Sykes Customer Support Center
Williamsburg Cooperative Commerce Center
58 Commerce Drive
Kingstree, South Carolina 29556
Williamsburg Cooperative Commerce Center
58 Commerce Drive
Kingstree, South Carolina 29556
Tenant
SYKES ENTERPRISES, INCORPORATED
a Florida corporation
400 North Ashley Drive, Suite 2800
Tampa, Florida 33602
Tenant Federal Tax ID Number: 56-138-34-60
Tenant Telephone Number: 1-813-274-1000
Tenant Fax Number: 1-813-470-3735
Tenant E-mail Address: ronald.peaguirre@sykes.com
a Florida corporation
400 North Ashley Drive, Suite 2800
Tampa, Florida 33602
Tenant Federal Tax ID Number: 56-138-34-60
Tenant Telephone Number: 1-813-274-1000
Tenant Fax Number: 1-813-470-3735
Tenant E-mail Address: ronald.peaguirre@sykes.com
Landlord
KINGSTREE OFFICE ONE, LLC
a Florida limited liability company
2200 Cortelyou Road
Charlotte, North Carolina 28211-3838
Landlord Tax Number:
Telephone Number: 1-704-366-1811
a Florida limited liability company
2200 Cortelyou Road
Charlotte, North Carolina 28211-3838
Landlord Tax Number:
Telephone Number: 1-704-366-1811
Landlord: Kingstree Office One, LLC
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February 12,
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February 12, 2008 | |
| Kingstree, South Carolina | Lease Amendment Number One (1) | |
| STATE OF SOUTH CAROLINA | LEASE AMENDMENT NUMBER ONE LEASE AGREEMENT |
|
| COUNTY OF WILLIAMSBURG | SYKES CUSTOMER SUPPORT CENTER |
THIS LEASE AMENDMENT NUMBER ONE (1) made and entered into on the 12th day of
February 2008 is to that certain Lease Agreement made and entered into on the 22nd day
of January 2008 (the “Effective Date”) by and between Kingstree Office One, LLC, a Florida limited
liability company whose address is: 2200 Cortelyou Road, Charlotte, North Carolina 28211-3838,
Owner of Sykes Customer Support Center, 58 Commerce Drive, Kingstree, South Carolina 29556,
otherwise known and hereinafter referred to as (“Landlord”); and Sykes Enterprises, Incorporated,
whose address is: 400 North Ashley Drive, Suite 2800, Tampa, Florida 33602 otherwise known and
hereinafter referred to as Tenant (“Lease”). Landlord and Tenant jointly hereinafter referred to
as (“Parties”). This Lease Amendment Number One (1) hereinafter referred to as (“Amendment No. One
(1)”). Defined Terms are identified throughout the Lease; see Article Thirty-three (33) in the
Lease for additional Defined Terms all of which apply to this Amendment No. One (1) as if repeated
in this Amendment No. One (1).
W I
T N E S S E T H:
The Parties agree for themselves, their heirs, successors and assigns, as follows:
Contingency: Landlord did not and does not own the Real Property defined in the Lease on
the date Tenant and Landlord executed the Lease and does not own the Real Property on the date of
this Amendment No. One (1). Landlord has entered into an “Agreement for Purchase and Sale of Real
Property” to purchase the Real Property, is doing purchaser due diligence on the date hereof and
expects to close on or before March 14, 2008. In the event Landlord is unable to close on the
purchase of the Real Property prior to March 15, 2008 for any reason, Landlord may terminate the
Lease as amended as if it had never existed by delivering written notice to Tenant. All
representations of Kingstree Office One, LLC, in the Lease and this Amendment No. One (1) as to
ownership of the Real Property are subject to the provisions of this Contingency,
ARTICLE TWO (2)
Term
(Modified as follows)
Term
(Modified as follows)
SECTION 2.1 This Lease shall be for a period of twenty (20) years (“Lease Term”), commencing on
March 15, 2008, hereinafter referred to as the “Commencement Date” and fully and absolutely ending
on March 14, 2028 (the “Ending Date”) unless extended or shortened as provided for in this Lease.
Notwithstanding anything contained in the Lease to the contrary everywhere March 1, appears it is
replaced by March 15.
Notwithstanding anything contained in the Lease to the contrary everywhere February 28, appears it
is replaced by March 14.
Except as otherwise provided in this Amendment No. One (1) all other terms and conditions of the
Lease as amended shall remain unchanged and in full force and effect.
Landlord: Kingstree Office One, LLC
2
| INITIAL | ||
| Landlord | Tenant | |
February 12,
2008
|
February 12, 2008 | |
| Kingstree, South Carolina | Lease Amendment Number One (1) |
IN WITNESS WHEREOF, the Parties hereto have caused this Lease Amendment No. One (1) to be
executed by its duly authorized officers pursuant to authority duly given by its Board of
Directors; all the day and year first above written.
| Tenant: | ||||||
| SYKES ENTERPRISES, INCORPORATED | ||||||
| By: | /s/ W. Michael Kipphut | |||||
| Senior Vice President | ||||||
| and Chief Financial Officer | ||||||
| Landlord: | ||||||
| KINGSTREE OFFICE ONE, LLC | ||||||
| By: | /s/ David P. Reule | |||||
| President | ||||||
STATE OF FLORIDA
HILLSBOURGH COUNTY
I, a Notary Public of the County and State aforesaid, certify that W. Michael Kipphut, Senior Vice
President and Chief Financial Officer, personally appeared before me this day and acknowledged the
execution of the foregoing instrument as an act of Sykes Enterprises, Incorporated a Florida
corporation. Witness my hand and official stamp or seal, this 12th day of February,
2008.
/s/ Orchid
Santiago
|
||
9/7/09
|
||
Landlord: Kingstree Office One, LLC
3
| INITIAL | ||
| Landlord | Tenant | |
February 12,
2008
|
February 12, 2008 | |
| Kingstree, South Carolina | Lease Amendment Number One (1) |
STATE OF FLORIDA
HILLSBOURGH COUNTY
I, a Notary Public of the County and State aforesaid, certify that
David P. Reule, President, Kingstree Office One, LLC
personally appeared before me this day and acknowledged the
execution of the foregoing instrument as an act of
Kingstree Office One, LLC
a Florida limited liability company.
Witness my hand and official stamp or seal, this 12th day of February,
2008.
| /s/ Orchid Santiago | ||
| 9/7/09 | ||
Landlord: Kingstree Office One, LLC
4
| INITIAL | ||
| Landlord | Tenant | |
February 12,
2008
|
February 12, 2008 | |
| Kingstree, South Carolina | Lease Amendment Number Two (2) |
LEASE AMENDMENT
NUMBER TWO (2)
TO
PURE NET LEASE AGREEMENT
SINGLE-TENANT BUILDING
Sykes Customer Support Center
Williamsburg Cooperative Commerce Center
58 Commerce Drive
Kingstree, South Carolina 29556
Williamsburg Cooperative Commerce Center
58 Commerce Drive
Kingstree, South Carolina 29556
Tenant
SYKES ENTERPRISES, INCORPORATED
a Florida corporation
400 North Ashley Drive, Suite 2800
Tampa, Florida 33602
Tenant Federal Tax ID Number: 56-138-34-60
Tenant Telephone Number: 1-813-274-1000
Tenant Fax Number: 1-813-470-3735
Tenant E-mail Address: ronald.peaguirre@sykes.com
a Florida corporation
400 North Ashley Drive, Suite 2800
Tampa, Florida 33602
Tenant Federal Tax ID Number: 56-138-34-60
Tenant Telephone Number: 1-813-274-1000
Tenant Fax Number: 1-813-470-3735
Tenant E-mail Address: ronald.peaguirre@sykes.com
Landlord
KINGSTREE OFFICE ONE, LLC
a Florida limited liability company
2200 Cortelyou Road
Charlotte, North Carolina 28211-3838
Landlord Tax Number:
Telephone Number: 1-704-366-1811
a Florida limited liability company
2200 Cortelyou Road
Charlotte, North Carolina 28211-3838
Landlord Tax Number:
Telephone Number: 1-704-366-1811
| Landlord: Kingstree Office One, LLC | 1 |
| INITIAL | |||||
| Landlord | Tenant | ||||
May 28, 2008 |
May 28, 2008 |
||||
| Kingstree, South Carolina | Lease Amendment Number Two (2) |
STATE OF SOUTH CAROLINA
|
LEASE AMENDMENT NUMBER TWO | |
| LEASE AGREEMENT | ||
COUNTY OF WILLIAMSBURG
|
SYKES CUSTOMER SUPPORT CENTER |
THIS LEASE AMENDMENT NUMBER TWO (2) made and entered into effective as of the 25th
day of January, 2008 is to that certain Lease Agreement made and entered into on the
25th day of January 2008 (the “Effective Date”) by and between Kingstree Office One,
LLC, a Florida limited liability company whose address is: 2200 Cortelyou Road, Charlotte, North
Carolina 28211-3838, Owner of Sykes Customer Support Center, 58 Commerce Drive, Kingstree, South
Carolina 29556, otherwise known and hereinafter referred to as (“Landlord”); and Sykes Enterprises,
Incorporated, whose address is: 400 North Ashley Drive, Suite 2800, Tampa, Florida 33602 otherwise
known and hereinafter referred to as Tenant (“Lease”). Landlord and Tenant jointly hereinafter
referred to as (“Parties”). This Lease Amendment Number Two (2) shall hereinafter be referred to as
(“Amendment No. Two (2)”). The Defined Terms identified throughout the Lease, including those
contained in Article Thirty-three (33) in the Lease, all apply to this Amendment No. Two (2) as if
repeated in this Amendment No. Two (2).
W I T N E S S E T H:
WHEREAS, the parties acknowledge that the Lease will constitute a related party transaction
between Landlord and Tenant; and
WHEREAS, the lease contains a contingency which allows for the Landlord to terminate the Lease
in the event it is not able to acquire the Real Property on or before February 29, 2008; and
WHEREAS, the parties desire for there to be a contingency which allows for the Tenant to
terminate the Lease in the event that the Board of Directors of Tenant do not approve the Lease and
grant a waiver of Tenant’s Code of Ethics regarding related party transactions and/or transactions
involving a conflict of interest; and
WHEREAS, the parties desire that the Tenant be given a right of first refusal to purchase the
Real Property in the event the Landlord desires to sell it to a third party.
NOW THEREFORE, in consideration of the covenants, obligations and agreements of the parties
contained herein, and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree that the Lease shall be amended by adding the following
Articles THIRTY-SEVEN and THIRTY-EIGHT as follows:
| Landlord: Kingstree Office One, LLC | 2 |
| INITIAL | |||||
| Landlord | Tenant | ||||
May 28, 2008 |
May 28, 2008 |
||||
| Kingstree, South Carolina | Lease Amendment Number Two (2) |
ARTICLE THIRTY-SEVEN (37)
APPROVAL OF TENANT’S BOARD OF DIRECTORS
APPROVAL OF TENANT’S BOARD OF DIRECTORS
Section 37.1 In the event that this Lease Agreement is not approved by the Tenant’s
Audit Committee and full Board of Directors on or before May 22, 2008, Tenant may
terminate this Lease Agreement as if it had never existed by delivering written
notice to Landlord. In the event Tenant does not deliver written notice to Landlord
prior to May 26, 2008 that the Lease was not approved, the Lease as amended shall
remain in full force and effect under the terms and conditions set forth in the
Lease as amended.
ARTICLE THIRTY-EIGHT (38)
RIGHT OF REFUSAL TO PURCHASE THE REAL PROPERTY
RIGHT OF REFUSAL TO PURCHASE THE REAL PROPERTY
Section 38.1. Landlord grants to Tenant the right of first refusal to purchase the
Real Property upon the following terms and conditions (the “ROFR”):
Section 38.1.1 In the event that Landlord receives a bona fide offer to purchase
the Real Property, or desires to sell the Real Property to any third party other than
Tenant, Landlord shall first offer the right to purchase the Real Property to Tenant.
Section 38.1.2 Landlord shall offer the Real Property to Tenant in writing (the
“ROFR Notice”). The ROFR Notice shall include the offered purchase price and closing
date.
Section 38.1.3 Tenant shall have fourteen (14) days from its receipt of the ROFR
Notice in which accept the right to purchase the Real Property. Acceptance of the
right to purchase the Real Property must be made in writing to Landlord. If Tenant
desires to purchase the Real Property, not later than twenty (20) days from its
receipt of the ROFR Notice, it shall execute and deliver to the Landlord a purchase
contract containing the same purchase price and closing date as set forth in the ROFR
Notice, and other standard terms and conditions customary for commercial real estate
purchase contracts in South Carolina. Tenant may, but is not required to, reject the
Offer by written notice to Landlord. If Tenant does not either accept or reject the
Offer in such fourteen (14) day period, or after acceptance, fails to deliver the
purchase contract as required above, the ROFR shall be deemed rejected. If Tenant
submits a counter-offer, Landlord may consider it, but shall not be required to
accept any counter-offer and only delivery by Tenant to Landlord of a notice of
acceptance and a signed original of the required purchase contract within the time
periods set forth above, shall constitute acceptance of the ROFR.
Section 38.1.4 If Tenant rejects the ROFR, or makes a counter-offer that is not
accepted by the Landlord, Landlord shall be free to sell the Real Property to the
third party for a price at least as much as set forth in the ROFR Notice. If
Landlord agrees to sell the Real Property for a price less than set forth in the ROFR
Notice, then Tenant’s ROFR shall be re-activated, and Landlord shall send a new ROFR
Notice to Tenant, whose fourteen (14) day approval period shall run again in
accordance with Section 38.1.3 above.
Section 38.1.5 If the Landlord does not sell the Real Property within seven (7) months following
the date of an ROFR Notice, the Real Property shall remain subject to the ROFR as stated herein.
| Landlord: Kingstree Office One, LLC | 3 |
| INITIAL | |||||
| Landlord | Tenant | ||||
May 28, 2008 |
May 28, 2008 |
||||
| Kingstree, South Carolina | Lease Amendment Number Two (2) |
Section 38.1.6. All written notices required herein shall be sent to the parties at
the addresses and pursuant to the methods described in Article 30 of this Lease (the
“Communications Provision”).
| Tenant: SYKES ENTERPRISES, INCORPORATED |
||||
| By: | /s/ James T. Holder | |||
| James T. Holder | ||||
| Senior Vice President and General Counsel | ||||
| Landlord: KINGSTREE OFFICE ONE, LLC |
||||
| By: | /s/ David P. Reule | |||
| David P. Reule | ||||
| President | ||||
STATE OF FLORIDA
HILLSBOURGH COUNTY
I, a Notary Public of the County and State aforesaid, certify that James T. Holder, Senior Vice
President and General Counsel, personally appeared before me this day and acknowledged the
execution of the foregoing instrument as an act of Sykes Enterprises, Incorporated a Florida
corporation. Witness my hand and official stamp or seal, this 28th day of May, 2008.
Notary Public
|
||
My Commission Expires |
| Landlord: Kingstree Office One, LLC | 4 |
| INITIAL | |||||
| Landlord | Tenant | ||||
May 28, 2008 |
May 28, 2008 |
||||
| Kingstree, South Carolina | Lease Amendment Number Two (2) |
STATE OF NORTH CAROLINA
MECKLENBURG COUNTY
I, a Notary Public of the County and State aforesaid, certify that David P. Reule, President,
Kingstree Office One, LLC personally appeared before me this day and acknowledged the execution of
the foregoing instrument as an act of Kingstree Office One, LLC a Florida limited liability
company. Witness my hand and official stamp or seal, this 28th day of May, 2008.
Notary Public
|
||
My Commission Expires |
| Landlord: Kingstree Office One, LLC | 5 |
| INITIAL | |||||
| Landlord | Tenant | ||||
May 28, 2008 |
May 28, 2008 |
||||
Reference:
Security Exchange Commission - Edgar Database, EX-99.1 2 g13682exv99w1.htm EX-99.1 LEASE AGREEMENT, Viewed October 6, 2021, View Source on SEC.
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