HomeMy WebLinkAbout100-YEAR PROPERTY LEASE WITH THE SAVANNAH RIVERKEEPER REGARDING PUBLIC/PRIVATE PARTNERSHIP 4/14/2014
Sooggins&Goodman,P.C.
STATE OF GEORGIA
COUNTY OF RICHMOND
LEASE AGREEMENT
THIS LEASE AGREEMENT(this "Agreement"), made and entered into effective
the i day of Ma , 2014, by AUGUSTA, GEORGIA, a
CLLesssal, and SAVANNAH RIVERKEEPER, INC., a Georgia non-profit corporation
("Lessee").
WITNESSETH:
WHEREAS, Lessor is the owner of approximately 13.89 acres land (the "Land')
improved with an approximately 15,000 square foot building (the "Building') adjacent to
the Savannah River in Augusta, Georgia, with an address of 388 Prep Phillips Drive
according to the present system of street numbering in Augusta, Georgie and a tax
parcel number of 082-0-008-00-I;and
WHEREAS, Lessee is a nonprofit corporation devoted to the protection and
management of the Savannah River;and
WHEREAS, Lessor wishes to lease to Lessee, and Lessee desires to lease from
Lessor the Land and Building;
NOW THEREFORE, the parties hereto, for and in consideration of the mutual
promises herein contained, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, DO HEREBY AGREE, each for itself and
its successors and assigns, as follows:
1. j,EA ED PREMISES. Lessor does hereby lease and demise unto Lessee, and
Lessee does hereby lease and take from Lessor the Land and Building
(collectively, the "Leased Premises") for the purposes set forth herein. "Leased
Premises" shall also include any changes, additions, modifications and other
improvements made in accordance with this Agreement.
2. TERM. This Agreement shall commence on May 1, 2014. The initial term of this
Agreement shall be through December 31, 2114. This Agreement shall (i)
terminate absolutely and without further obligation on the part of Augusta each
and every December 31st, as required by OCGA§38.80-13, as amended, unless
terminated earlier in accordance with the termination provisions in this Article of
this Agreement; (ii)automatically renew on each January 18t, unless terminated In
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accordance with the termination provisions of this Article of this Agreement; and
(iii) terminate absolutely, with no further renewals, on December 31, 2114.
Lessor does hereby lease and demise unto Lessee and Lessee does hereby
lease and take from Lessor the Leased Premises, for the rental and upon and
subject to the terms and c and tons set forth herein, for a term of one hundred
(100) years, commencing on May 1, 2014 and terminating at midnight on
December31, 2114(the"Lease Term").
3. USE AND DEVELOPMENT OF PEASE I. As soon as reasonably practicable
after the commencement of the Lease Term, Lessee will renovate, knprove and
develop the Building together with approximately two (2) acres of the Land
adjacent thereto(collectively"Phase I")for the following purposes:
3.1. Building. The Building will be improved and used for the following
purposes:
(a) An education center, including a classroom and a Savannah River
museum.
(b) Labs for geological, chemical and biological research pertaining to
water quality and native, aquatic plants and animals.
(c) Six (8) offices and a board/conference room to be used by Lessee
for administrative purposes and promotion of its civic goals.
(d) Boat storage and kayak and canoe rentals.
(e) Use and demonstration of"green" building practices and materials,
including energy conservation and self-sufficiency.
(f) Use and demonstration of state of the art solar energy harvesting.
3.2. Land. The Phase I portion of the Land will be developed and used for the
following purposes:
(a) Invasive species will be removed and replaced with native plantings
appropriate to the locale.
(b) Innovative surface water management techniques, including
bioswales and vegetative buffers will serve the Leased Premises
and be designed for public demonstration.
(c) A river access path will be cleared to provide a launch for three (3)
water trails to be established providing access to river and creek
waterways for recreational and research purposes.
(d) Promotion of the Riverkeeper canine sewage detection program
and training of"sewage dogs."
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4. USE AND DEVELOPMENT OF PHASE It. As soon as reasonably practicable
after the development of Phase I and subject to the terms of Section 12 herein
Lessee will endeavor to dean up or cause to be cleaned up the remaining portion
of the Land ("Phase II") and to develop Phase II as a community recreation
resource.
5. RENTAL. In addition to the consideration and benefit Lessor shall enjoy as a
result of Lessee's activities described in Sections 3 and 4 above, Lessee shall
pay to Lessor annual rental in the amount of One and 00/100 Dollars ($1.00),
payable each year in advance during the Lease Term. Unless instructed
otherwise in writing by Lessor, Lessee shall remit annual rental payments to
Lessor at its address for notices set forth in subsection 17.1 below on or before
May t of each year during the Lease Term.
6. REPAIRS AND MAINTENANCE. Lessee shall, at its expense, maintain or cause
to be maintained the Building in good condition and repair, including any
changes, additions, alterations, modifications and/or improvements made by
Lessee as provided in this Agreement, normal wear and tear and casualty
excepted. Notwithstanding that an integral part of the mission of Lessee is to
restore the Land to its natural condition, Lessee shall maintain or cause to be
maintained the portions of the Land that are improved for recreation and
education of the public in a good condition.
7. CHANGES. ADDITIONS.ALTERATIONS. MODIFICATIONS. IMPROVEMENTS.
Lessee shall have the right from time to time, at its expense and subject to the
prior written consent of Lessor, to make changes, additions, alterations,
modifications and/or additional improvements in or upon any part of the Leased
Premises, including without limitation docks, piers and boat ramps. Lessee
agrees to submit such plans and specifications as may be reasonable under the
circumstances to Lessor for approval before any such work begins. Lessor shall
not unreasonably withhold, delay or condition its approval of said plans, and any
disapproval shall provide detailed reasons therefor. Failure of Lessor to respond
to a request for approval of plans and specifications within thirty (30) days
following request therefor shall be deeded approval. Lessee shall cause all such
changes, additions, alterations, modifications and/or additional improvements to
be completed without the imposition of liens or claims thereof on the Leased
Premises.
8. TITLE TO CHANGES ADDITIONS. ALTERATIONS_ MODIFICATION$,
)MPRovEMENTS. Title to any changes, additions, alterations,modifications and/
or additional improvements of a permanent nature, whether existing on the
Leased Premises as of the effective date of this Agreement or added to the
Leased Premises during the Lease Term by Lessee, shall remain the property of
Lessor, and fee simple title to the same shall be vested in Lessor. Lessee shall
have the right to remove Lessee's personal property, including any trade or
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business fixture, from the Leased Premises at any time, provided that Lessee
shall repair any damage to the Leased Premises caused by such removal.
9. INSPECTION BY LESSOR. Lessor, through its authorized agents and
representatives, shall have the right to enter upon the Leased Premises to make
inspections during regular business hours when a representative of Lessee Is
present to determine whether Lessee has complied with the terms and conditions
of this Agreement or at any time in case of an emergency; provided, however,
that said inspection shall in no event unreasonably interfere with the activities of
Lessee. Any deficiencies with respect to Lessee's obligations under this
Agreement observed during an Inspection shall be corrected within thirty (30)
days following receipt by Lessee of written notice thereof, provided that IF Lessee
has commenced and is diligently pursuing such cure, then such thirty (30) day
period will be extended as reasonably necessary for completion thereof.
10. TAXES. Lessee shall pay all personal property taxes that may be assessed
against its equipment, merchandise, or other property located on or about the
Leased Premises and any franchise fees or other taxes which may be imposed
or assessed against Lessee or Its leasehold interest
11. COMPLIANCE.
11.1. Rules and Regulation$. Lessee agrees that use of the Leased Premises
shall be conducted in compliance with all local, state and federal laws, the
ordinances of Augusta, Georgia, and the rules and regulations of the
Augusta-Richmond County Commission. Lessee shall endeavor to
conduct its business in a manner to develop and maintain the good will
and active interest of the general public.
11.2. Environment. Lessee shall conduct its operation In compliance with all
federal, state and local environmental laws, rules and regulations, and
subject to and limited by Section 12 below, agrees to indemnify and hold
harmless Lessor (and each of Lessor's elected officials, officers, agents,
employees and representatives), from and against any claims, actions,
demands or nobilities of any kind arising out of or relating to Lessee's use
of the Leased Premises.
12. HAZARDOUS OR TOXIC MATERIALS.
12.1. Hazardous Materials. As used in this Lease, the term "Hazardous
Materials" shall mean and include any substance that is or contains
petroleum, asbestos, or any other regulated substance under the
Comprehensive Environmental response, Compensation and liability Act
("CERCLA"), 42U.S. § 9601 et seq.; the Resource Conservation and
Recovery Act ("RCRA'), 42 U. S. C. A. § 6901; the Toxic Substances
Control Act, 16 U.S.C. §2601 at. Seq.: Emergency Planning and
Community Rights to Know Act, 42 U.S.C. § 11001 et. seq.: Georgia
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Underground Storage flank Act, O.C.GA § 12-13-1 et seq. ("Georgia UST
Act"); the Hazardous Site Response Act, O.C.GA. § 12-8-90 et seq.; and
the Georgia Hazardous Waste Management Act, O.C.G.A. §§ 12-880 et
seq., and rules and regulations now or hereafter promulgated thereunder
(collectively"Environmental Laws").
12.2. Storage and Use of Hazardous Mater1aj. Lessee, at its sole cost shall
comply with all laws relating to storage, use and disposal of hazardous
materials (as defined by such laws) at the Leased Premises and shall not
knowingly dispose of at the Leased Premises any hazardous materials in
concentrations or levels sufficient to require regulation or reporting under
the then-applicable government standards as set by the United States
Environmental Protection Agency ("EPA"),the Georgia Environmental
Protection Division ("EPD") or other applicable governmental standards.
Subject to Section 12.4 of this Lease, Lessee shall indemnify and hold
Lessor harmless from and against all claims, costs, damages and
liabilities, including reasonable attorneys fees and costs, as well as
reasonable costs of any removal, cleanup and restoration work required
by any government agency having jurisdiction, arising out of or in
connection with;
(a) Lessee's violation of, or failure to comply with the Environmental
Laws;
(b) My discharge or release by Lessee in or from the Leased
Premises or any portion thereof of any hazardous materials;
(c) Lessee's use, storage, transportation, generation or disposal of any
hazardous materials to, in, on, under, about or from the Leased
Premises or any portion thereof; or
The indemnification in this section 12.2 shall survive the termination of this
Agreement.
12.3. Removal of Hazardous Material. Lessee at the termination of the lease
shall remove any and all hazardous materials stored or used in the
Building in compliance with current regulation and good housekeeping
practices.
12.4. potential Existing Impact. Notwithstanding anything to the contrary In this
Agreement, Lessor and Lessee acknowledge the potential existence of
soil and or groundwater impacts by hazardous materials from the past use
of Phase Ii. With respect to any contamination existing as of the date of
execution of this Agreement, the following provisions shall apply and take
precedence over any conflicting provisions herein:
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(a) Existing impacts shall be defined as any contamination of or
hazardous materials impacting the Leased Premises identified by
the first environmental investigation conducted by or under the
direction of Lessee after the execution of this Agreement.
(b) With respect to any Existing Impacts, Lessor agrees to be
responsible for any and all financial costs or liabilities for any
response, remediation and/or clean-up of the Leased Premises.
Furthermore, Lessor shall defend, indemnify and hold Lessee
harmless from and against all claims, costs, damages and
liabilities, including reasonable attorneys'fees and costs, as well as
reasonable costs of any removal, cleanup and restoration work
required by any governmental agency having jurisdiction, arising
out of or in connection with the Existing Impacts. This
indemnification shall survive the termination of this Agreement.
(c) Lessee will cooperate fully and work in conjunction with Lessor and
its agents with respect to any response, remediation and/or clean-
up
up of the Leased Premises.
(d) Subject to subsection (b) of this section, Lessee shall seek
coverage and any financial assistance available under the United
States Environmental Protection Agency's rUSEPA") Brownfield
Program in Lessee's name for any Existing Impacts. Lessee will
manage any response, remediation and/or clean-up of the Leased
Premises under the USEPA Brownfield Program. Such
management shall include the right to select, hire, or terminate any
necessary third-parties to complete the work required under the
USEPA Brownfield Program. Notwithstanding anything to the
contrary, Lessee and Lessor agree that any financial assistance
received from the USEPA Brownfield Program or similar source
shall be applied or utilized first before any payments by Lessor
under subsection (b) above, excluding the reasonable costs of the
Initial investigation necessary to apply for coverage under the
USEPA Brownfield Program.
•
13. INDEMNITY INSURANCE
13.1. indemnity. Subject to Section 12 above, Lessee shall indemnify and hold
harmless Lessor from any and all delfts related to or arising out of the
failure of Lessee to perform its obligations hereunder or related to or
arising out of any damage or injury to property or persons, occurring or
allegedly occurring in, on or about the Leased Premises during the Lease
Term, including reasonable attorney's fees and expenses of litigation
incurred by Lessor in connection therewith. Lessee further agrees that the
foregoing agreement to indemnify and hold harmless applies to any claim
for damage or injury to individuals employed or retained by it in connection
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with any changes, additions, alterations, modifications and/or
improvements made to the Leased Premises, and hereby releases Lessor
from Natality in connection with any such claims.
13.2. Liability insurance. Without limiting the foregoing, Lessee agrees to
maintain at all times during the Lease Term, at Lessee's expense: (I),
commercial general liability insurance coverage against claims for
personal injury, death and/or property damage occurring in connection
with the use and occupancy by Lessee of the Leased Premises with limits
of coverage of not less than $1,000,000 per occurrence, x,0001000
aggregate, and (11) hired and non-owned automobile liability
coverage with limits of coverage of not less than$1,000,000.
13.3. Property insurance. Lessee shall also maintain in effect during the Lease
Tenn, coverage against casualty (all-risk) to the Buildings and, to the
extent insurable at a commercially reasonable cost, other improvements In
the full replacement value thereof from time to time.
13.4. Other Insurance. Lessee shall provide, or shall cause its contractors to
provide, such other insurance as Lessor may reasonably request at any
time that construction or other improvements to the Leased Premises are
in progress. Lessee shall maintain workers compensation in accordance
with applicable law.
13.5. Requirements.
(a) The cost of premiums for all policies of Insurance required by this
Agreement shall be paid by Lessee. The policies shall name
Lessor as an additional Insured as appropriate. Upon request
therefor, certificates or duplicate copies of the policies shall be
delivered to Lessor.
(b) All policies providing insurance coverage required to be maintained
by Lessee hereunder shall be issued by an insurance carrier or
carriers licensed to do business in the State of Georgia and
reasonably acceptable to Lessor. As appropriate, the policies shall
provide that no act or omission of Lessee or its agents, servants or
employees shall in any way invalidate any insurance coverage for
the other insured. No insurance policy providing any Insurance
coverage required to be provided by Lessee hereunder shall be
cancelable without at least fifteen (15) days advance written notice
to Lessor.
14. CASUALTY.
14.1. Partial Damage. If improvements on the Leased Premises are partially
damaged by fire or other casualty during the Lease Term, Lessee or its
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representative shall give immediate notice thereof to Lessor and Lessee
shall cause the same to be promptly repaired, or, if reasonable under the
circumstances, Lessee may cause the damaged portion of the
improvements on the Leased Premises to be razed and/or returned to a
natural condition.
14.2, Substantial Damage. If improvements on the Leased Premises are
damaged by fire or otherwise to an extent that the restoration cost is
greater than fifty percent (50%) of.the value immediately prior to the
damage and Lessee elects not to restore the same to substantially the
same condition as immediately prior to such fire or other catsualty, then
Lessee may terminate this Lease by delivering written notice thereof to
Lessor within forty-five (45) days following such casualty. The proceeds of
any casualty Insurance payable because of damage to the improvements,
(but not Lessee's trade or business fixtures and personal property therein)
shall be paid to Lessor if not used for restoration.
15. ASSIGNMENT. Lessee shall not, without the prior written consent of Lessor,
assign this Agreement or any Interest hereunder or sublet the Leased Premises
or any part thereof. Any consent to one assignment or sublease shall not destroy
or waive this provision, and all later assignments and subleases shall likewise be
made only upon prior written consent of Lessor. No assignment or subletting
shall relieve Lessee of its obligations hereunder.
16. DEFAULT. In the event that Lessee should fail to observe any of its covenants
and obligations as herein expressed or should Lessee abandon the Leased
Premises or cease to operate the Leased Premises for the purposes set out
herein, then upon the happening of such event, Lessor shall give Lessee thirty
(30) days' notice to comply with the provisions of this Agreement, or if the
conditions cannot be remedied'within said thirty (30) day period, to commence
the remedy within said thirty (30) day period and diligently pursue it to
completion; and should Lessee fail to do so, Lessor shall have the option to
declare this Agreement terminated and at once take possession of the Leased
Premises. The rights and options given to Lessor under this Paragraph 14 shall
not be construed to be in lieu of, nor does restrictive of, any other right which
Lessor may have under the law for the enforcement of this Agreement The
failure of Lessor to exercise any remedy which it may have hereunder shall not
be construed as a waiver of Lessor's rights.
17. QUIET ENJOYMENT. INGRESS AND EGFSe. Lessor oovenants and warrants
that Lessee, so long as it shall perform the duties and obligations herein agreed
to be performed by it, shall peaceably and quietly have, hold and occupy and
shall have the exclusive use and enjoyment of the Leased Premises during
Lease Term.
18. LEASED PREMISES ACCEPTED "AS IS". Subject to the provisions of Section
12 above, Lessee acknowledges and agrees that it has inspected the Leased
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449134v.2 216100501
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Premises prior to execution of this Agreement, that it is aware of the condition of
the Leased Premises as of the date of execution of this Agreement, and Lessee
leases the Leased Premises"as-Is."
19. SELLANEOUS.
19.1. Notices. All notices, demands, and requests which may or are required to
be given by either party to the other shall be in writing and shall be
deemed to have been properly given when sent postage pre-paid by
registered or certified mall (with return receipt requested) addressed as
follows:
To Lessor: Augusta, Georgia
530 Greene Street
Augusta, Georgia 30901
Attention: Office of the Administrator
To Lessee: Savannah Riverkeeper, Inc.
P.O. Box 14908
Augusta, Georgia 30919
Attention: Executive Director
Either party may change the address and name of addressee to which
subsequent notices are to be sent by notice to the other given as
aforesaid.
19.2. Covenants Bind and Benefit Successors and Assigns. The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns. The
person(s) signing this Agreement on behalf of Lessor and Lessee each
represent by their signatures hereto that they have full authority from such
entity to sign this Agreement and obligate the entity hereunder.
19.3. Governing Law, This Agreement shall be governed and interpreted by the
laws of the State of Georgia.
19.4. Venue. All claims, disputes and other matters in question between all
parties arising out of or relating to this Agreement shall be decided in the
Superior Court of Richmond County, Georgia. All parties, by executing
this Agreement, specifically consent to venue and jurisdiction in the
Richmond County and waive any right to contest venue in the Superior
Court of Richmond County, Georgia.
19.5, Lien& No provision In this Agreement shall create a right of any
contractor, subcontractor, mechanic, materialman or any other party to file
a lien or claim of lien against Lessor's interest in the Leased Premises in
connection with construction, labor or materials contracted for or by
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449134v2 218I006D1
Lessee or otherwise delivered or performed on behalf of Lessee. Lessee
shall indemnify, defend and hold harmless Lessor against liens for any
work performed, material furnished or obligations incurred, by or on behalf
of Lessee and shall discharge or bond any lien tiled within thirty (30) days
after the filing thereof.
19.6. reguntganda. This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
20. ENTIRE AGREEMENT This Agreement contains the entire agreement of the
parties, and no representations, inducements, promises or agreements, oral or
otherwise, between the parties not embodied herein shall be of any force or
effect. No failure of either party of any obligations hereunder, and no custom or
practice of the parties at variance with the terms hereof shall constitute a waiver
of either party's right to demand exact compliance with the terms hereof.
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IN WITNESS WHEREOF, the parties hereto have caused these presents to be
executed as of the day and year first above written.
Leas=
AUGUSTA, GEORGIA
By;
10 Deke S. Copenhaver, Mayor
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SAVANNAH RIVERKEEPER, INC., a Geoigla
non-profit corporation
By C
Name.
Title;P.Ye CPPAin
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