HomeMy WebLinkAboutGoldcross Emergency Medical Services
Augusta Richmond GA
DOCUMENTNAME:~\dcxC83 ernex-~ ~\W SeX'\)I~
DOCUMENT TYPE: Oc;j'(~T
YEAR: CXJ
BOX NUMBER: \ \
FILE NUMBER: \D\l t)
NUMBER OF PAGES:
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CO-LOCATION LEASE AGREEMENT
THIS CO-LOCATION LEASE"AGREEMENT (the "Agreement") is entered
into this 5-tJ. day of ..j)~~/1Jk7e ,2000 by and between
AUGUSTA, GEORGIA (hereinafter referred to as "LANDLORD") and GOLD
CROSS EMERGENCY MEDICAL SERVICES (hereinafter referred to as
"TENANT" or "GOLD CROSS") .
WHEREAS, LANDLORD owns a certain parcel of property located at
1012 Kipling Road in Augusta-Richmond County, State of Georgia,
which property is more specifically described in Exhibit "A"
attached hereto and made a part hereof) (the "Premises"), and
LANDLORD owns a water tower (hereinafter referred to as the
"Tower") erected on the Premises; and
WHEREAS, TENANT desires to lease certain designated space of
the Premises and the Tower (the "Leased Premises"),
NOW, THEREFORE, for and ln consideration of the mutual
promises and covenants contained herein, and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally
bound, do hereby agree as follows.
1. LEASED PREMISES; USE OF LEASED PREMISES: LANDLORD hereby
leases to TENANT space on the Tower to the extent necessary to
enable TENANT to erect, maintain, repair, replace and operate the
following and associated equipment, all for the purpose of a
communications facility and uses incidental thereto:
(a) tower antenna to be located on the
catwalk of the Tower. LANDLORD will cause a structural analysis to
be performed (at TENANT's expense) to establish percentage of Tower
Capacity used by this equipment. TENANT may substitute number and
size of antennas at any time during this Agreement as long as
TENANT stays on the catwalk, does not use any additional tower
capacity and complies with all the other terms of this Agreement
(i.e., interference.)
(b) Flexible transmission lines between the antennas and
communications equipment, to be anchored and installed on the
Leased Premises in accordance with good and acceptable engineering
practices, including without limitation the right to run such lines
and other cables within the line space.
LANDLORD also leases to TENANT space within the unmanned
equipment shelter at the base of the Tower which is sufficient for
TENANT to house a radio cabinet.
LANDLORD hereby grants non-exclusive easements for access and
utilities to the Leased Premises and the Tower during the term of
this Agreement, and the right to place any utilities or to bring
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utilities
Premises,
provide 24
purposes.
across the Leased Premises in order to service the Leased
Tower, antennas and other equipment. LANDLORD shall
hours, 7 days per week access to TENANT for maintenance
TENANT shall use the Leased Premises for the purpose of
maintaining, improving and operating, at TENANT's expense, a
communications facility, including antennae, related equipment, and
incidental uses. TENANT shall not use the Leased Premises for any
other purpose without the express prior written consent of
Landlord.
2. TERM: This agreement shall run for a period of five (5)
years, ending on " subject to the terms and
conditions set forth in paragraph 15 hereof.
3. RENTAL: Beginning as of the commencement date of this
Agreement, as defined in paragraph 2 above, TENANT shall pay as an
annual lease fee, in advance, the sum of One and nO/lOa Dollars
($1.00). Said sum shall be paid by TENANT on the anniversary of
the commencement date each year thereafter throughout the term of
this Agreement.
4. EXTENSION OF TERM: So long as TENANT is in compliance with
the terms and conditions of this Agreement, TENANT shall have the
option to extend the term of the Agreement for two (2) additional
consecutive five (5) year periods. Each option for an extended
term shall be deemed automatically exercised without notice by
TENANT to LANDLORD unless TENANT gives LANDLORD written notice of
its intention not to exercise any such option, in which case, the
term of this Agreement shall expire at the end of the then current
term. All references herein to the term of this Agreement shall
include the term as it is extended as provided for in this
Agreement. Rental for any extensions of the term shall remain as
set forth in Section 3., above, and shall be payable in the same
manner as the annual rental for the initial term.
5. TOWER STUDIES: TENANT shall be solely responsible for
conducting any and all Tower studies necessary to determine the
feasibility of Tower loading due to TENANT's antenna. Should Tower
modifications be required, the cost of all such modifications shall
be borne by TENANT. TENANT shall submit plans and specifications
to LANDLORD for written approval prior to commencement of any
modification. LANDLORD shall conduct a Tower inspection upon
completion of modification to insure work compliance. Should Tower
inspection identify non-conforming work, TENANT shall correct such
non-conforming work after which LANDLORD will conduct another Tower
inspection to approve the corrections. Cost of the aforementioned
Tower inspections and work corrections shall be at the sole cost
and expense of TENANT and shall be conducted pursuant to the terms
and conditions set forth in paragraph 7 of this Agreement.
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APPROVALS:
TENANT is responsible for obtaining all
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necessary Federal, State and local governmental approvals.
7. INSTALLATION PLANS: TENANT, without liability of any kind
to LANDLORD, may commence work only after LANDLORD has approved all
studies, plans and specifications in writing. LANDLORD's approval
shall not be unreasonably withheld or delayed. TENANT agrees to
comply with all of LANDLORD's reasonable requirements. LANDLORD
shall have the option to consult with TENANT's contractor prior to
any installation and/or maintenance that will require access to the
Tower structure.
8. STANDARD OF PERFORMANCE: TENANT, at its sole cost and
expense, shall cause the approved work to be done and completed in
a good, substantial and workmanlike manner, free from faults and
defects, and in compliance with all legal requirements, and shall
utilize only first class materials and supplies. TENANT shall be
solely responsible for construction means, methods, techniques,
sequences and procedures, and for coordinating all acti vi ties
related to the work.
9. PAYMENT OF COSTS AND EXPENSES: TENANT shall provide and
pay for all labor, materials, goods and supplies, equipment,
appliances, tools, construction equipment and machinery and other
facilities and services necessary for the property execution and
completion of the work. TENANT shall promptly pay when due all
costs and expenses incurred in connection with the work. TENANT
shall pay all sales, consumer, use and similar taxes required by
law in connection with the work, and shall secure and pay for all
permits, fees and licenses necessary for the performance of the
work.
10. LANDLORD'S REPAIRS: LANDLORD will make, at its expense,
all necessary repairs and replacements, as well as alterations
required by any governmental authority having jurisdiction, in and
to the Tower, unless the required repairs, replacements, or
alterations are solely required for the TENANT I S communication
equipment located on the Tower, and if so, the TENANT shall make,
at its expense, all necessary repairs, replacements, and
alterations as required. It is specifically understood and
provided, however, that TENANT shall be responsible for removing
its equipment, and replacing same, at its sole expense at any time
deemed necessary by LANDLORD for the purpose of painting or
performing other repairs to the Tower. Should TENANT fail to
remove same in a timely manner, LANDLORD shall have the right to
remove such communications equipment and recover the cost for such
work from TENANT.
11. TENANT'S REPAIRS: TENANT shall maintain in a good state
of repair, and in good operating condition, its antenna,
transmitting and other equipment, all in accordance with good
engineering practices and applicable governmental rules and
regulations. In the event inspection, maintenance or repairs to
TENANT's antenna and equipment are required, TENANT shall use
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qualified technicians and submit for LANDLORD's approval the names
of technicians or contractor proposed to make necessary ascents and
descents of LANDLORD's Tower.
12. INDEMNIFICATION AND INSURANCE: TENANT agrees to indemnify
and hold harmless LANDLORD from any and all claims in any way
related to or arising out of TENANT'S leasing and use of the Leased
Premises (including without limitation TENANT's use of Hazardous
Materials on or about the Leased Premises) 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
period from the date of this agreement to the end of the Lease Term
(to include any renewal terms), including reasonable attorney's
fees and expenses of litigation incurred by LANDLORD in connection
therewith. TENANT further agrees that the foregoing agreement to
indemnify and hold harmless applies to any claims for damage or
injury to himself and/or any individuals employed or retained by
himself in connection with the erection, operation, maintenance
and/or repair of its communications equipment, and hereby releases
LANDLORD from liability in connection with any such claims.
LANDLORD shall be liable for any damage to any of TENANT's
equipment located on the Tower arising out of or in connection with
LANDLORD'S use or occupancy of the Tower and Leased Premises and
caused by the negligence or willful or intentional misconduct of
its agents or employees. For purposes of this section, "LANDLORD"
includes Augusta, Georgia, the Augusta-Richmond County Commission,
and all officers, elected officials, agents, representatives and
employees of same, and "Hazardous Materials" means any and all
polycholrinated byphenyls, petroleum products, asbestos, urea
formaldehyde and other hazardous or toxic materials, wastes or
substances, any pollutants, and/or contaminants, or any other
similar substances or materials which are defined or identified as
such in or regulated by any federal, state or local laws, rules or
regulations (whether now existing or hereinafter enacted)
pertaining to environmental regulations, contamination, cleanup or
any judicial or administrative interpretation of such laws, rules
or regulations or any substances that after release into the
environment and upon exposure, ingestion, inhalation, or
assimilation, either directly from the environment or directly
through food chains will or may reasonably be anticipated to cause
death, disease, behavior abnormalities, cancer or genetic
abnormalities.
Without limiting the foregoing, TENANT further agrees to
maintain at all times during said period, at TENANT's expense,
comprehensive and general public liability insurance coverage
against claims for personal injury, death and/or property damage
occurring in connection with the use and occupancy of the Leased
Premises or arising out of its ownership, improvement, repair or
alteration of the Leased Premises with limits of coverage:
(1) General Liability Insurance - public liability
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including premises, products and completed operations.
(a) Bodily injury liability $1,000,000 each person,
(b) Property damage Liability $1,000,000 each
occurrence,
(c) Or, in lieu of (a) and (b) above, bodily injury
and property damage $1,000,000 combined single limit.
(2) Comprehensive - Automobile Liability Insurance
including owned, non-owned and hired vehicles.
(a) Bodily injury liability $1,000,000 each
person,
(b) Property damage liability $1,000,000 each
occurrence,
(c) Or, in lieu of (a) and (b) above, bodily injury
and property damage $1,000,000 combined single limit.
The cost of premiums for all policies of insurance required by this
Agreement shall be paid by TENANT. Policies shall be jointly in
the names of TENANT and LANDLORD, and duplicate copies of the
policies shall be delivered to LANDLORD.
All policies providing insurance coverage required to be
maintained by TENANT hereunder shall list LANDLORD, the Augusta-
Richmond County Commission and its Mayor, TENANT and their
officers, agents, members, employees and successors as named
insureds, as their interests may appear, and shall be issued by an
insurance carrier or carriers licensed to do business in the State
of Georgia and reasonably acceptable to LANDLORD. All such
policies shall provide that no act or omission of TENANT or its
agents, servants, or employees shall in any way invalidate any
insurance coverage for the other named insureds. No insurance
policy providing any insurance coverage required to be provided by
TENANT hereunder shall be cancelable without at least 15 days
advance written notice to LANDLORD. All insurance policies
required hereunder, or copies thereof, shall be provided to
LANDLORD by TENANT.
13. CONTINGENCIES: This LEASE is contingent upon approval by
resulting governmental authorities. In the event such approval is
withheld or subsequently withdrawn, or in the event that TENANT's
use of said Tower is otherwise encumbered or determined to be
inconsistent with the interest of LANDLORD I S use of the Leased
Premises, either party hereto, subject to all other terms and
conditions of this Agreement, shall have the right to terminate
this Agreement by ninety (90) days advance written notice to the
other party, and said termination shall release LANDLORD and TENANT
from all further obligations set forth herein one to the other.
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In such event, TENANT shall promptly remove, at TENANT's sole
expense, its antenna and all other equipment and lines installed by
or for the benefit of TENANT.
14. DEFAULT: Should TENANT fail to pay when due rent or any
other amounts owed LANDLORD hereunder, or fail to cure any breach
of any other provision of this Agreement after sixty (60) days
written notice and demand, LANDLORD may terminate the Agreement
immediately, without further notice, and require TENANT to remove,
or cause to be removed, all of TENANT's equipment. TENANT shall,
in such event, remain liable for any and all costs incurred for
removal of TENANT's antenna, transmission lines and associated
equipment from LANDLORD's Tower and for removal of associated
structures from space provided. LANDLORD shall not be liable for
any damage to such equipment during its removal.
15. SURRENDER OF PREMISES: Upon expiration or termination of
this Agreement, TENANT, at its own cost and expense, shall
completely remove or have removed, up to three feet (3') below
grade, all structures, including antenna and associated mounting
brackets, transmission equipment, concrete foundations, fences and
other associated structures, and restore the Leased Premises to its
original above grade condition, ordinary wear and tear excepted.
If such time for removal causes TENANT to remain on the Leased
Premises and Tower after the termination or expiration of this
agreement, TENANT shall pay rent at the then existing monthly pro-
rata basis, until such time as the removal of TENANT's personal
property and fixtures are completed.
16. INTERFERENCE:
(a) TENANT's Equipment shall not cause stray currents
that will in any way damage the integrity of the Leased Premises.
(b) TENANT agrees to install equipment of types and
frequencies which will not cause interference to LANDLORD or other
occupants of the Leased Premises which are in place on the Tower as
of the date of this Agreement. If requested by LANDLORD, TENANT
shall provide a detailed RF interference analysis showing potential
conflicts between TENANT's frequencies and those of LANDLORD or
other occupants already in place on the Tower. In the event
TENANT's equipment causes such interference, TENANT shall take all
steps necessary to correct and eliminate the interference. If said
interference cannot be eliminated within forty-eight hours after
receipt of written notice from LANDLORD to TENANT, TENANT shall
temporarily disconnect the electric power and shut down TENANT's
equipment (except for intermittent operations for the purpose of
testing, after performing maintenance, repair, modification,
replacement or other action taken for the purpose of correcting
such interference) and if such interference is not corrected within
thirty (30) days after receipt of said written notice, TENANT
agrees to remove TENANT's equipment from the Leased Premises and
this Agreement shall then terminate without further obligation on
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either part except as may be specifically enumerated herein.
(c) In the event LANDLORD enters into lease or license
agreements with others for the Leased Premises, then LANDLORD
agrees to require such lessees or licensees to install equipment of
types and frequencies that will not cause interference to TENANT's
communications operations being conducted on the Leased Premises.
LANDLORD agrees that in the event such lessee or licensee causes
interference with TENANT's equipment, LANDLORD shall require such
lessee or licensee to take all steps necessary to correct and
eliminate the interference. If said interference cannot be
eliminated within forty-eight hours after receipt of notice of the
existence of the interference from LANDLORD to such lessee or
licensee, LANDLORD shall cause such lessee or licensee to
disconnect the electric power and shut down lessee or licensee's
equipment (except for intermittent operations for the purpose of
testing, after performing maintenance, repair, modification,
replacement or other action taken for the purpose of correcting
such interference) and if such interference is not corrected within
thirty (30) days after receipt of said written notice by such
lessee or licensee, LANDLORD shall, upon TENANT's request, cause
such lessee or licensee to remove its equipment from the Leased
Premises.
17. ASSIGNMENT; SUBLETTING: This Agreement may not be sold,
assigned, or transferred without the written consent of LANDLORD,
such consent not be unreasonably withheld or delayedj provided,
however, that TENANT may assign this Lease, without the prior
consent of Landlord, to any successor by merger to TENANT or to any
affiliate of TENANT. Any permitted assignment shall be on the
condition that the assignee be bound by all of the terms,
conditions and provisions of this Agreement. Assignment shall not
release TENANT from any liability occurring or arising prior to the
date of assignment. TENANT may not sublet any portion of the
Leased Premises.
18. NOTICE: All notices hereunder must be in writing and
shall be deemed valid, if sent by certified mail, return receipt
requested, or by any national courier service which requires proof
of receipt, addressed as follows: or sent to any other address that
the party to be notified may have designated to the sender by like
notice at least thirty (30) days prior:
As to the LANDLORD:
Augusta-Richmond County Commission
c/o Charles R. Oliver, Administrator
Room 801, Municipal Bldg. (11)
530 Greene Street
Augusta, Georgia 30911
As to the TENANT:
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Gold Cross Emergency Medical Services
1109 Medical Drive, Building 4-C
Augusta, Georgia 30909
19. BINDING AGREEMENT: This Agreement shall extend to and
bind the heirs, personal representatives, successors and assigns
(when allowed to be assigned) of the parties hereto.
20. CONDEMNATION: If the whole of the Leased Premises, or
such portion thereof as will make the Leased Premises unusable for
the purposes herein Leased, are condemned by any legally
constituted authority for any public use or purpose, or sold under
threat thereof, then in either of said events the term hereby
granted shall cease from the time when possession of the Leased
Premises, inclusive of the Tower, is taken by public authorities,
and rental shall be accounted for as between LANDLORD and TENANT as
of that date on a pro-rata basis for rents paid in advance. Any
lesser condemnation shall in no way affect the respective rights
and obligations of LANDLORD and TENANT hereunder. Nothing in this
provision shall be construed to limit or affect TENANT's right to
an award of compensation of any eminent domain proceeding for the
taking of TENANT's antenna and equipment, if taken.
21. GOVERNING LAWS: This Agreement and the performance
thereof shall be governed, interpreted, construed and regulated by
the laws of the United States and the State of Georgia.
22. FINAL AGREEMENT; AMENDMENTS: This Agreement represents
the final agreement of the parties and no agreements or
representations, unless incorporated into this agreement, shall be
binding on any of the parties. This Agreement may not be amended
except by a writing signed by all parties.
23. LEASEHOLD,
exercises the Option,
merely a usufruct.
NOT USUFRUCT: Thi s Agre emen t , if TENANT
grants to TENANT a leasehold estate and not
24. SEVERABILITY: If any term of this Agreement is found to
be void or invalid, such invalidity shall not affect the remaining
terms of this Agreement, which shall continue in full force and
effect.
25. AUTHORITY: Each of the undersigned warrants that he or
she has the full right, power and authority to execute this Lease
on behalf of the party indicated.
26. VENUE: All claims, disputes and other matters in question
between the LANDLORD and the TENANT arising out of or relating to
the Agreement, or the breach thereof, shall be decided in the
Superior Court of Richmond County, Georgia. The TENANT, by
executing this Agreement, specifically consents to jurisdiction and
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venue in Richmond County and waives any right to contest the
lur:..;Jd:!..2ticr: ,c,.:' venue in the Superior Court of Richmond County,
Georgia.
IN WITNESS WHEREOF, the parties hereto have set their hands
and affixed their respective seals the day and year written below.
~~ned, sealed ~d delivered this
~ day of ~.d~
2000, in the presence of:
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TENANT:
GOLD CROSS EMERGENCY
MEDICAL SERVICES
Sig~d, sealed~nd delivered
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2000, in the presence of:
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