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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: q l'1I.' -" iI ~ 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 ,;" ~.. ... '-- 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. 6 . APPROVALS: TENANT is responsible for obtaining all '#\ - 'ti . ~ 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 .. ~... .. 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 .. ~ . 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. ~. .~.. ,.. 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 ..' ~ .";;. --~... 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: -<.~ " .. p. .. 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 .1 ' .:1.- :~.,: # I' 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: (~tif7ci~ !i{~. ~~U~ :t. , ~ ''''~~ t.krtmy Public. Richmond COLli;!)' Georgia l My ~C.Qmmi s s-idp Exp i re s : My'Cornmls&lon Expires Dec, 5. 2091 I !(NO!I'ARY~ SEAL\ 0:; ::: ~ S ;. ~- %'. ~.-;" n LJJY . rOb Young, Attest :' Lena Bo ~ '. ...... :.) ...... J ~ ::-"::~ '" .,,~ TENANT: GOLD CROSS EMERGENCY MEDICAL SERVICES Sig~d, sealed~nd delivered ~ day of "Qv\p;.az.-. 2000, in the presence of: ~~ (Unofficial Witness) . \lJ~ NOT PUBLIC this c1~ g~ As its: ceeJ Attes~L~ Secre a y (CORPORATE SEAL) My Commission Expires :~ q I ~$ (NOTARY SEAL) , . , - - - ~ -~ {~ ~ ~,-~. :~ .,~; ~~~~>~\>"~ Y ~f'.-, 4...... :;: '.( <:;, '"