Exhibit 10.1
LICENSE AGREEMENT
This LICENSE AGREEMENT FOR TEMPORARY SPACE (the "Agreement") is made as
of the 17th day of March, 2005 ("EFFECTIVE DATE") by and between the parties
identified in Section 1 as "Licensor" and "Licensee" upon the terms and
conditions hereinafter set forth. Licensor's Rules and Regulations, if any, and
all Exhibits annexed hereto are hereby made a part hereof.
1. FUNDAMENTAL PROVISIONS.
A. CENTER OR MALL: SNELLVILLE OAKS, 0000 Xxxx Xxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxx 00000 ("Center").
B. LICENSOR: KR SNELLVILLE LLC, a Delaware limited liability
company, with an address at Xxxxxxxx Xxxxx, 000 Xxxx Xxxxxxxxxx Pike,
Suite 200, Plymouth Meeting, Pennsylvania 19462 ("Licensor").
C. LICENSEE: GWINNETT COMMUNITY BANK, INC., a Georgia
corporation, trading as "GWINNETT COMMUNITY BANK", with an address at
0000 Xxxxxx Xxxxxxx, Xxxxxx, Xxxxxxx 00000 ("Licensee").
D. SPACE OR PREMISES: STORE NO. 3, consisting of One Thousand
Four Hundred (1,400) Square Feet, as shown on Exhibit "A" attached
hereto and made a part hereof (the "Space"). Licensor hereby licenses
to Licensee and Licensee hereby accepts a non-transferable right and
revocable license to occupy the Space identified above, subject however
to the terms and conditions of this Agreement and to rules and
regulations for the use of the Space as prescribed in attached Rules
and Regulations and as amended from time to time by Licensor.
E. TERM: Length of Term: ONE (1) YEAR (the "Term"). Commencement
Date: MARCH 21, 2005. Rent Commencement Date: MAY 1, 2005. Expiration
Date: APRIL 30, 2006. Possession Date: MARCH 21, 2005. Licensee will
continuously operate in the Space throughout the Term of this Agreement
during all Center hours, pursuant to the Rules and Regulations as
promulgated from time to time by Licensor.
F. USE: Licensee shall use the Space solely for the purpose of a
full service banking facility offering financial services, which
include checking accounts, savings accounts and loans and for no other
purpose. Any changes to this use must first be approved in writing by
Licensor. The authorization of the use of the premises for the business
purpose set forth in this Section 1(F) herein shall not constitute a
representation by Licensor that any particular use of this premises is
now or will continue to be permitted under applicable laws or
regulations.
G. CHARGES:
1. MINIMUM FEE: Licensee shall pay to Licensor, a
Minimum Fee of $1,458.33 per month, without any set-off,
deduction and/or counterclaim, payable by check, certified
check, or money order to Licensor, due on the first day of
each month during the term commencing with the Rent
Commencement Date.
2. PERCENTAGE FEES: Deleted.
3. COMMON AREA CHARGE: Licensee shall pay to Licensor,
as an additional charge, in the same manner as it pays the
Minimum Fee to Licensor, the sum of $315.00 per month as a
common area charge.
4. MARKETING ASSESSMENT: Licensee shall pay to
Licensor, as an additional charge, in the same manner as it
pays the Minimum Fee to Licensor, the sum of $150.00 per month
as a marketing assessment.
5. ADVERTISING/VISUAL MERCHANDISING CHARGE: Deleted.
6. SECURITY DEPOSIT: $2,916.6600
7. REAL ESTATE TAXES AND OTHER FEES AND CHARGES:
Licensee shall pay to Licensor, as an additional charge, in
the same manner as it pays the Minimum Fee to Licensor, the
sum of $0.00 for signage; $122.50 per month for real estate
taxes; utility charges of $0.00 per month; and $0.00 per for
N/A.
H. TOTAL PAYABLE ON LICENSE EXECUTION: Licensee shall pay
Licensor, concurrent with the execution of this Agreement by Licensee,
the total amount of: $2,916.66 representing payment of the Security
Deposit.
I. LATE CHARGES: If Licensee shall fail to make any payment of
the Minimum Fee, Percentage Fees, Common Area Charge, Marketing
Assessment, Advertising/Visual Merchandising Charge, Real Estate Taxes,
Utility Charges or any other charge or fee to Licensor when due,
Licensee shall be in default of this Agreement. Licensee shall
immediately pay a late charge equal to One Hundred Dollars ($100.00)
plus Ten Dollars ($10.00) per day thereafter for so long as said
default continues.
J. OPERATION OF BUSINESS: Licensee shall operate its business so
as not to interfere with pedestrian traffic in the common area of the
Center and so as not to create any hazard or nuisance or in any other
way interfere with the operation of the common area or other businesses
operating in the Center. Licensee shall keep the Space clean and free
of litter and shall pay the cost to Licensor for clean-up or removal of
items inside or outside the Space from Licensee's use thereof.
K. EQUIPMENT; ELECTRICITY: Licensor shall have no obligation to
improve the Space or install any equipment and Licensee shall, at its
sole cost and expense, install display fixtures (the "display")
conforming to all applicable governmental requirements and to
Licensor's specifications. License must receive written approval of its
display design from Licensor prior to commencing any installation of
the display fixtures. Licensee shall provide an electric service to the
Space from Licensor's existing receptacle where possible. The location
of and the connection to the receptacle shall be
PREPARED BY: XXXXXXXX X. XXXX
AGENT: XXXXXX XXXXXXXX
DATE: MARCH 15, 2006
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coordinated with and subject to the approval of the Center manager.
Licensee must make all necessary or reasonable provisions to safeguard the
public from any and all power cords, fixtures, or apparatus, including,
without limitation, all provisions specified by Licensor's Center manager.
Extension cords are prohibited. In the case of an in-line location,
Licensee shall arrange for and pay for all charges for all utilities to be
used by Licensee at the Space.
L. TERMINATION: Licensee agrees to terms outlined in Section 9 of this
Agreement.
M. RELOCATION: Licensor, in its sole discretion, may relocate Licensee
to another location within the Center at any time. Licensee shall relocate
its Space (at Licensee's cost and expense), to an alternate site within
the Center selected by Licensor.
N. RULES AND REGULATIONS: Licensee shall, at its sole cost and
expense, at all times, observe and comply with all laws, ordinances,
rules, regulations and code requirements, including those of Licensor, as
well as secure all applicable or necessary permits and licenses. Licensee
shall also, at all times, conduct its activities in a lawful and tasteful
manner in accordance with Licensor's specifications and in a manner that
will compliment the aesthetics of the Space and the Center.
O. REPORTING OF SALES AND RECORDS: Deleted.
2. PROHIBITION AGAINST ASSIGNMENT. Licensee shall not, without the prior
written consent of Licensor, assign or hypothecate this Agreement, or any
interest herein, or allow any one other than Licensee to use or occupy the
Space or any part thereof. Any of the foregoing acts without such consent
shall be void and shall, at the option of Licensor, terminate this
Agreement. This Agreement and any interest herein shall not be assignable
as to the interest of Licensee by operation of law without the prior
written consent of Licensor.
3. RULES AND REGULATIONS. Licensee shall observe all municipal ordinances,
laws, regulations, and rules of any governing body having jurisdiction
over Licensee or the Space and all such rules and regulations of Licensor
as attached hereto. Licensee covenants that Licensee shall observe and
abide by any regulation or requirement concerning its activity as
promulgated by Licensor. If Licensor determines that Licensee's conduct or
other activity is detrimental to the Center or another licensee or tenant
or other occupant in the Center, such conduct or activity shall cease
immediately upon Licensor's request. If Licensee shall fail to cease such
conduct or activity, Licensor may, at Licensor's option, immediately
terminate this Agreement.
4. GROSS SALES. Deleted.
5. USE OF SPACE/WAIVER OF RESPONSIBILITY.
(a) Licensee acknowledges that the use and occupancy of the Space and
adjacent areas is at its own risk, cost and expense and on an "as-is" and
"where is" basis. Licensee agrees to assume sole and exclusive
responsibility for any loss (including personal and bodily injury or
property damage) which may be sustained by Licensee, its employees,
agents, representatives, invitees, or property regardless of the cause of
such loss. Licensee assumes full responsibility for obtaining insurance
against any and all losses including, without limitation, fire, theft, or
other casualty. Licensor and Licensor's principals, agents and employees
shall not be liable for, and Licensee waives, all claims for loss or
damage to Licensee's business or damage or injury to person or property
sustained by Licensee or any person claiming by, through or under
Licensee, resulting from any accident or occurrence in, on or about the
Space or any other property of the Center, including, without limitation,
claims for loss, theft or damage resulting from: (i) any equipment or
appurtenances becoming out of repair; (ii) injury done or occasioned by
wind or weather; (iii) any defect in or failure to operate, for whatever
reason, any sprinkler, heating or air-conditioning equipment, electric
wiring or the installation thereof, gas, water or steam pipes, railings or
walkways; (iv) broken glass; (v) the backing up of any sewer pipe or
downspout; (vi) the bursting, leaking or running of any tank, tub
washstand, water closet, water pipe, drain, or other pipe, (vii) the
escape of steam or water, (viii) water, snow or ice being upon or coming
through the roof, sky light, trap door, stairs, doorways, windows, walks
or any other place upon or near the Center, (ix) the falling of any
fixture, plaster, tile, stucco or other material; (x) any act, omission or
negligence of other licensees or any other persons or occupants of the
Center or of adjoining or contiguous buildings of owners of adjacent or
contiguous property or the public, or by operations in the construction of
any private, public or quasi-public work or; (xi) any other cause of any
nature. To the maximum extent permitted by law, Licensee agrees to use and
occupy the Space in accordance with Section 1(F) above, and to use such
other portions of the Center as Licensee is herein given the right to use,
at Licensee's own risk. By taking possession of the Space, Licensee shall
be deemed to have: 1) inspected the Space; 2) accepted the Space "as is"
with no representation or warranty by Licensor as to the Space, its
suitability for Licensee's proposed operation or the improvements therein;
3) agreed that Licensor has no obligation to improve or repair the Space
unless said obligation is specifically set forth in this Agreement; and 4)
accepted the responsibility for obtaining, maintaining and payment of the
utilities, plumbing and equipment associated with an in-line premises.
Under no circumstances may Licensee use any electrical appliances (e.g.,
microwave, toaster, hotplate, etc.) or place any couches or bedding in
Space.
(b) Licensee shall, at all times during the Term, maintain, at its sole
cost and expense, the Space. The Licensee's obligation to repair and
maintain the Space shall include, without limitation, repairing,
maintaining, and making replacements to such items as: HVAC units, floor
coverings, ceilings (other than structural ceilings), utility meters,
pipes and conduits, all fixtures which are installed by Licensee and/or
which exclusively serve the Space, the storefront, all of Licensee's
signs, security grilles, windows, glass and doorframes. In addition to all
other remedies of Licensor under this Agreement, if: 1) Licensee does not
complete its obligations to repair and maintain the Space as set forth
herein; or 2) Licensor, in the exercise of its sole discretion, determines
that emergency repairs are necessary; or 3) repairs or replacement of any
portion of the Space or the Center are made necessary by an act, omission
or negligence of Licensee or its agents, employees, assignees, then in any
such event, Licensor may make such repairs without liability to Licensee
for any loss or damage that may accrue to Licensee, its merchandise,
fixtures, or other property or to Licensee's business by reason of such
repair. Further, upon completion of any such repair, Licensee shall pay
upon demand, as an additional charge, Licensor's costs for making such
repairs together with Licensor's administrative costs related thereto,
which amount shall equal 20% of the total cost of such repair. Licensee
shall return the Space to Licensor in broom clean condition and restored
to at least as good a condition as it was before Licensee took possession
thereof. No work shall be performed in or to the Space without Licensor's
prior written approval. All
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improvements to the Space are at Licensee's expense, and become the
possession of Licensor upon surrender of the Space (e.g., slat wall,
carpeting, lighting, etc.).
6. INDEMNITY. To the fullest extent provided by law, Licensee agrees to
defend, indemnify and hold harmless Licensor, and any of Licensor's
affiliated entities, and their respective agents, employees,
representatives, invitees and licensees, of and from any and all claims,
demands, suits, damages, expenses, penalties, fees, fines, proceedings and
liabilities (including, without limitation, costs of defense,
investigation and adjustment) arising out of or in connection with the
use, occupancy, operation or maintenance of the Space or the Center by,
through or under Licensee.
7. INSURANCE. Licensee agrees that Licensee shall, at Licensee's sole cost
and expense, obtain, maintain and continue in force: 1) Plate glass
insurance covering the plate glass in the Space, if applicable, (2)
Worker's Compensation (statutory limits) and Employer's Liability
Insurance (minimum limits for $500,000.00) and 3) Commercial General
Liability and Property Damage Insurance, each policy of insurance in form
acceptable to Licensor, insuring Licensee and also insuring (as additional
named insureds) (a) Licensor, (b) Licensor's general partner or manager,
as the case may be, (c) Licensor's agent, (d) Licensor's mortgage lender,
(e) Kramont Realty Trust and (f) Kramont Operating Partnership, L.P.
(hereinafter collectively, the "Licensor Parties") against all claims,
suits and actions for or on account of any damage or injury to property or
persons arising out of this Agreement including, without limitation,
activities occurring in, upon or about the Space, Center and/or parking
areas, or any parts thereof, and including without limitation, all damage
from facilities, fixtures or the like now or hereafter at or upon the
Space or any part thereof at all times during the occupancy of the Space
by Licensee in the amount of at least $1,000,000.00 combined single limit
for carts, kiosks and special events, and in the amount of at least
$2,000,000.00 combined single limit for in-line spaces, for injury to
persons or death and damage to property. The policy of Commercial General
Liability insurance shall be written on an "occurrence" basis and not a
"claims made" basis and shall provide that it is primary with respect to
any policies carried by Licensor and that any coverage carried by Licensor
shall be excess insurance. All policies shall be written by an insurer
authorized to engage in the business of insuring risks required hereunder
to be insured in the state where the Space is located. With respect to
each and every policy of such insurance and each renewal thereof,
Licensee, at the beginning of the term hereof and thereafter not less than
twenty (20) days prior to the expiration of each such policy, shall
furnish Licensor with a certificate of insurance executed by the insurer
which shall contain, in addition to matters customarily set forth in such
certificate under standard industry practices, an undertaking by the
insurer to give Licensor twenty (20) days prior written notice of any
cancellation, non-renewal or change in scope or amount of coverage of such
policy. Licensee agrees that all insurance Licensee is required to
maintain under this Agreement shall be with insurance companies of good
credit, satisfactory to Licensor and that the original policies or true
copies or abstracts evidencing all of the aforementioned insurance
coverage shall be delivered to Licensor prior to the date Licensor
delivers possession of the Space to Licensee. If Licensee shall not comply
with its covenants made in this Section, Licensor may, at its option,
consider Licensee's failure to comply a default under this entire
Agreement and/or may cause such insurance as aforesaid to be issued and,
in such event, Licensee agrees to pay the premium for such insurance
promptly upon Licensor's demand as an additional charge.
8. DEFAULT. Any failure to perform or other breach of any provision of this
Agreement by Licensee shall constitute a default under this Agreement and
all other agreements or Licenses between Licensor and Licensee, if any.
Any breach or default under any other agreement or License between
Licensor and Licensee shall constitute a default under this Agreement.
Licensor may, upon a default, pursue any and all remedies available to it
under this Agreement and at law or in equity. Such remedies shall include,
but not be limited to, the right of Licensor to terminate this Agreement,
the right of Licensor to terminate Licensee's right to possession under
this Agreement but not to terminate this Agreement, and the right of
Licensor to recover against Licensee damages for loss of bargain, and not
as a penalty, the then present worth of all fees and charges for the
balance of the Term.
9. TERMINATION. Licensee's right to use and occupy the Space may be
terminated upon ten (10) days' written notice by Licensor: (1) for any
reason whatsoever with or without cause or (2) in the event Licensee
breaches any term of this Agreement or the rules, regulations or
directions issued by Licensor. In the event of termination by Licensor,
any deposits or charges paid by Licensee will not be refunded or
pro-rated, except as otherwise set forth herein. If Licensee cancels the
executed License Agreement or fails to complete the agreed upon term,
Licensee will be fully responsible for all charges for the term agreed
upon in this License Agreement, and payment may be demanded in full at any
time by Licensor. Licensee agrees, upon termination notification to
Licensee by Licensor, to immediately cease use and occupancy and
immediately to remove any and all personnel, facilities, fixtures, goods
and other property of Licensee from the Space, Center and parking area, or
any parts thereof. Licensee acknowledges that the Space is being made
available to Licensee as a license (and not a lease) for a limited period
of time and for limited purposes, and that the area where the Space is
located shall be used otherwise by Licensor for the general use and
convenience of patrons of the Center or for construction and occupancy by
a tenant, licensee or other occupant in the Center. Accordingly, Licensee
affirmatively acknowledges the remedies herein contained in Sections 9 and
10 hereof. If any legal action is brought by Licensor or against Licensee,
Licensor shall be entitled to recover from Licensee, Licensor's attorneys
fees, costs and other necessary expenses incurred by Licensor in the
enforcement by Licensor of the provisions of this Agreement, and Licensee
shall pay the same to Licensor upon Licensor's demand therefor. If
Licensee does not vacate the Space as herein before provided by the date
and hour specified by Licensor or otherwise breaches this Agreement by
taking occupancy prior to the Commencement Date or remaining in occupancy
after the Expiration Date (including the failure to remove Licensee's
goods and effects), Licensee shall pay to Licensor, a sum equal to twice
the per diem Minimum Fee specified in 1(G) for each day Licensee holds
over. Such sum shall not be considered a penalty but a liquidation fee
given the inability of Licensor to calculate damages for such breach and
below the market rate of the Minimum Fee for the Space.
10. OTHER REMEDIES. Licensee further hereby expressly authorizes and empowers
(which power is coupled with an interest) Licensor, upon the occurrence of
a breach, to exercise the remedy of self-help and to enter upon the Space,
distrain upon and remove therefrom all inventory, equipment, machinery,
trade fixtures and personal property of whatsoever kind or nature, whether
owned by Licensee or by others, and to proceed without judicial decree,
writ of execution or assistance or involvement of constables or officers,
to conduct a private sale, by auction or sealed bid without restriction or
to dispose thereof otherwise. Licensee hereby waives the benefit of all
laws whether now in force or hereafter enacted, exempting any
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personal property at the Space from sale or levy, whether execution thereon
is had by order of any court or assistance or involvement of constables or
officers, or through self-help, private sale or other disposition
hereinabove authorized.
11. RESPONSIBILITY. If two (2) or more persons shall execute this Agreement as
Licensee, the liability of each person shall be joint and several. This
Agreement, the Rules, and Regulations of Licensor and all Exhibits to which
this Agreement refers constitute the entire Agreement of Licensor and
Licensee hereto with respect to the subject matter hereof and no provisions
shall be waived or modified except in writing signed by Licensor and
Licensee. The benefits and obligations of this Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
successors and legal representatives. If any provisions or portion hereof
or any application thereof to any person or circumstance shall to any
extent be invalid or unenforceable, the remainder of this Agreement shall
be valid and enforceable to the fullest extent permitted by law.
12. EFFECT OF FAILURE TO VACATE; ADDITIONAL PAYMENT. If Licensee or any
person(s) claiming under Licensee remains in possession of the Space or any
part thereof after the earlier of the termination of this Agreement or the
Expiration Date, no Licensee, tenancy or interest in the Space shall result
therefrom; rather, such failure to vacate shall be unlawful trespass and
all such persons shall be subject to immediate removal, and Licensee shall
pay, as liquidated damages, a sum equal to $500.00 per day for such period.
13. HOLDING OVER. If Licensee fails to vacate the Space prior to the Expiration
Date or earlier termination of this Agreement, and provided that a new
agreement is not executed by both Licensor and Licensee prior to the
Expiration Date, Licensor shall have the benefit of all provisions of law
respecting the recovery of the Space to the same extent as if statutory
notice had been given. In addition to, and not in limitation of the
foregoing, if Licensee fails to surrender the Space to Licensor and
provided that a new agreement is not executed by both Licensor and Licensee
prior to the Expiration Date, occupancy subsequent to the Expiration Date
shall be deemed to be at will and in no event from month to month or from
year to year, but shall be subject to all the terms, covenants, and
conditions of this License, except that for each day Licensee holds over,
the Minimum Fee shall be two times the highest annual Minimum Fee, payable
hereunder divided by three hundred sixty-five (365). No extension or
renewal of this Agreement shall be implied by holding over.
14. SECURITY DEPOSIT. Licensor, at its discretion, requires a Security Deposit.
License shall, upon Licensee's execution of this Agreement, deposit with
Licensor, a Security Deposit for full performance of all Licensee's
obligations under this Agreement, in the amount designated in Section I(G).
Licensor may deposit the Security Deposit prior to Licensor's execution of
this Agreement, but such deposit does not constitute an approval of this
Agreement. Under no circumstances whatsoever shall the Security Deposit be
deemed to constitute final payment of the Minimum Fee and Licensee may not
designate that the Security Deposit be utilized to reduce any other fee or
charges due to the Licensor. If, upon the termination of this Agreement,
Licensee is in default hereunder, Licensor may, in addition to any other
rights that it may have, retain the Security Deposit or apply such portion
thereof, as is necessary to cure such default.
15. SIGNAGE. Licensee is responsible for all signage, including interior and
exterior signs. All signage must be pre-approved by Licensor in writing and
handwritten signs are not permitted. Additionally, no banner signs are
permitted. No "Clearance", "Everything Must Go," "Closing Store", "Going
Out of Business", or similar type of signs are permitted. Licensee will
promptly remove any signage deemed inappropriate by Licensor. Licensee is
responsible for construction, installation, and maintenance of all store
signage.
16. VISUAL MERCHANDISING. Licensee shall comply with the visual merchandising
standards of Licensor and is required to submit a visual merchandising plan
to Licensor for approval prior to commencement. Licensee understands and
agrees to implement the approved visual merchandising recommendations of
Licensor and change its visual merchandising presentation as requested by
Licensor.
17. GUARANTEE PROGRAM. Licensee further agrees that it shall, at its sole cost
and expense, participate, post and promote the "Marketplace Guarantee"
program. As part of the Marketplace Guarantee program, Licensee shall be
required to exchange all merchandise sold for cash upon request by the
customer of Center management within thirty (30) days from the purchase
date. Licensee shall not limit the return of merchandise to exchanges or
merchant credits, and "Exchanges Only" or similar signs are not permitted.
In the event Licensee violates any provisions of the Marketplace Guarantee
program, Licensor shall be entitled to utilize Licensee's security deposit,
without notice to Licensee, to remedy any such violations.
18. UTILITY CHARGE. Licensee shall pay, as and when the same become due and
payable, all fees, rates, deposits and charges of water, sewer,
electricity, gas, heat, steam, hot and/or chilled water, air-conditioning,
ventilating, lighting systems, telephone service and other utilities,
however supplied (the "Utility Charges"). If any such utilities are not
separately metered or assessed, then in addition to Licensee's payments of
separately metered charges, Licensee shall pay to Licensor the reasonable
charges for such utilities, based upon Licensor's reasonable allocation of
the use thereof by Licensee plus Licensor's reasonable administrative
costs.
19. LICENSEE PLANS. If applicable, Licensee shall submit to Licensor, for
Licensor's written approval, complete plans and specifications describing
any structural or decorative modifications or alterations which Licensee
desires to make to the Space which will affect the storefront, structure,
sprinkler, mechanical and/or electrical systems of the Space (hereinafter
"Licensee's Work"). Licensee must receive Licensor's written approval of
said plans and specifications prior to the commencement of Licensee's Work.
Licensee shall be solely responsible for any and all permits, licenses, or
approvals required by all applicable governmental and underwriting
authorities. Licensee shall assume sole responsibility for acquiring all
required and adequate liability, comprehensive and worker's compensation
insurance to cover fully its interest as well as the interest of Licensor
hereunder, said insurance coverage to be effective at all times during the
period between the commencement of construction of Licensee's Work and the
opening for business of the Space. At all times, Licensor and the Licensor
parties shall be indemnified and held harmless by Licensee from any claims
whatsoever arising as a result of Licensee's Work. Furthermore, Licensee,
at Licensee's sole cost and expense, shall dispose of all trash and debris
generated at the Space. Licensee may engage a trash hauler to pick up
Licensee's trash on a daily basis. In no event shall any trash be
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stored or discarded behind the Center. License shall comply with all
ordinances and regarding the sorting or recycling of trash.
20. WAIVER OF SUBROGATION. Licensor and Licensee agree that in the event the
Space, or the building or Shopping Center of which the Space is a part, or
the contents of the Space, are damaged or destroyed by fire or other
insured casualty, the rights, claims, and causes of action, if any, of
either party against the other with respect to recovery for such damage or
destruction are hereby waived to the extent that such damage or destruction
is covered by such insurance, and Licensor and Licensee agree that all
policies of fire and extended coverage insurance carried by Licensor and
Licensee covering the Space or the building or the Center of which the
Space is a part, or the contents of the Space, shall to the extent possible
without additional cost contain a clause or endorsement in the usual form
evidencing such waiver of subrogation.
21. CONFIDENTIALITY. Licensee understands and agrees that any and all terms,
charges, and other information contained herein, as well as sales and
conversations with Licensor or its representatives are confidential. Any
breach of this will be grounds for immediate termination of the Agreement.
22. EXCULPATION. Notwithstanding anything contained herein to the contrary,
Licensee agrees that Licensor and all of those entities of which Licensor
is a direct or indirect subsidiary, including without limitation, Kramont
Realty Trust (the "Trust") which has been formed as a Maryland Real Estate
Investment Trust pursuant to a Declaration of Trust of Kramont Realty Trust
dated November 12, 1999 and the officers and managers of Licensor and of
any of the entities of which Licensor is a direct or indirect subsidiary
and the trustees, officers, and shareholders of the Trust shall have no
personal liability with respect to any of the provisions of this License
Agreement and Licensee shall look solely to the estate and property of
Licensor in the land and buildings comprising the Center of which the Space
forms a part for the satisfaction of Licensee's remedies, including without
limitation, the collection of any judgment or the enforcement of any other
judicial process requiring the payment or expenditure of money by Licensor
in the event of any default or breach by Licensor with respect to any of
the terms and provisions of this License Agreement to be observed and/or
performed by Licensor, subject however, to the prior rights of any holder
of any mortgage covering all or part of the Center, and no other assets of
Licensor or of those entities of which Licensor is a direct or indirect
subsidiary, including without limitation, the Trust and the officers and
managers of Licensor and of any of the entities of which Licensor is a
direct or indirect subsidiary and the trustees, officers, and shareholders
of the Trust shall be subject to levy, execution or her judicial process
for the satisfaction of Licensee's claim and in the event Licensee obtains
a judgment against Licensor, the judgment docket shall be so noted. This
Section shall inure to the benefit of Licensor's successors and assigns and
their respective principals, officers, directors and shareholders.
23. NOTICES. All notices pursuant to this Agreement shall be made in writing,
addressed to each party at the above addresses, sent by reputable overnight
courier service, or mailed by certified mail, return receipt requested, and
shall be deemed to be delivered on day of receipt by courier service, or
three days after mailing by certified mail. Notices by Licensor may be
given on its behalf by an agent of Licensor, or by any attorney for
Licensor or such agent.
24. WAIVER OF JURY TRIAL. It is mutually agreed by and between Licensor and
Licensee that they each hereby waive trial by jury in any action,
proceeding or counter-claim brought by either of the parties hereto against
the other on any matter whatsoever arising out of or in any way connected
with this Agreement, the relationship of Licensor and Licensee, Licensee's
use or occupancy of the Space or claim of injury or damage.
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BY EXECUTING THIS AGREEMENT, LICENSEE ACKNOWLEDGES HAVING READ AND UNDERSTOOD
THIS AGREEMENT AND AGREES THAT ALL TERMS AND CONDITIONS CONTAINED HEREIN ARE
PART OF THIS AGREEMENT. LICENSEE ACKNOWLEDGES THERE IS NO IMPLIED LONGER TERM
AGREEMENT OR FIRST RIGHT OF REFUSAL TO ANY LOCATION. THE INDIVIDUAL(S)
EXECUTING THIS AGREEMENT AS LICENSEE HEREBY REPRESENTS AND WARRANTS THAT
HE/SHE/THEY ARE EMPOWERED AND DULY AUTHORIZED TO SO EXECUTE THIS AGREEMENT ON
BEHALF OF LICENSEE. LICENSEE ALSO ACKNOWLEDGES RECEIPT OF THE RULES AND
REGULATIONS (IF ANY), RIDER (IF ANY), AND EXHIBIT "A" THAT ACCOMPANY THIS
AGREEMENT.
IN WITNESS WHEREOF, the parties intending legally to be bound hereby
and for and in consideration of the mutual promises of each party contained
herein, have entered into this License Agreement as of the day and year first
above written.
LICENSEE: LICENSOR:
GWINNETT COMMUNITY BANK, a KR SNELLVILLE LLC, a Delaware
Georgia corporation, trading as limited liability company
"Gwinnett Community Bank"
By: KR Snellville Manager LLC,
a Delaware limited liability
company, its Managing Member
BY: (Signature) /s/ Xxxxxx X. Xxxxxx BY: (Signature): /s/ Xxxxx X. Xxxxxx, Xx.
-------------------- -------------------
NAME: Xxxxxx X. Xxxxxx NAME: Xxxxx X. Xxxxxx, Xx.
------------------------------ -----------------------------
TITLE: Pres. & CEO TITLE: President
------------------------------ -----------------------------
AUTHORIZED SIGNATORY AUTHORIZED PERSON
ATTEST: /s/ Xxx X. Xxxxxxxx
--------------------------
(Corporate Seal)
[END OF DOCUMENT]
GWINNETT COMMUNITY BANK
STORE #3
1,400 SF
[MAP]
SNELLVILLE OAKS
EXHIBIT "A"
