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HomeMy WebLinkAboutCSRA HUMANE SOCIETY INC STATE OF GEORGIA RICHMOND COUNTY LEASE AGREEMENT THIS LEASE AGREEMENT, made and entered into this / day of tst._= , 2010, by and between, AUGUSTA, GEORGIA, a political subdivision of the ` of Georgia, hereinafter called "Lessor," and the CSRA HUMANE SOCIETY, INC., a non - profit corporation organized and existing under the laws of the State of Georgia, hereinafter called "Lessee." WITNESSETH WHEREAS, Lessor is the owner of a building and real property, which is located at the northern end of Milledge Road in Augusta, Richmond County, Georgia; known as 425 Wood Street. WHEREAS, Lessor wishes to lease to Lessee, and Lessee desires to lease from Lessor, said building and property; and WHEREAS, Lessee's mission is to find loving homes for adoptable, abandoned, and homeless pets while educating the community about responsible people -pet relationships, promoting aggressive spay /neuter campaigns, and encouraging the humane treatment of all animals; and WHEREAS, Lessee wishes to operate an Education and Adoption Center on said property. 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: SECTIONS: 1. Leased Premises: Lessor, duly authorized, does hereby lease unto Lessee, and the Lessee does hereby lease and obtain for the purposes herein set forth from the Lessor, for Lessee's exclusive use, the area described in the attached Exhibit "A" (hereinafter called the "Leased Premises "). "Leased Premises" shall also include any changes, additions, alterations, modifications, and/or improvements on or to the Leased Premises made in accordance with this Lease Agreement. 2. Teiin: Lessor hereby rents, leases, and lets unto Lessee, and Lessee hereby rents and leases from Lessor, the Leased Premises, for the rental and upon and subject to the terms and conditions set forth herein, for an extended term of ten (10) years, commencing on January 1, 2010, and ending on the 31 day of December, 2019. This Lease Agreement shall create a usufruct only and not an estate for years. 1 3. Rental: During the term of this Lease Agreement, Lessee agrees to pay Lessor the rental sum of One Dollar ($1) per annum, payable in advance. The obligation of Lessee to make the rent payment called for in this section shall be absolute and unconditional in all events and shall not be subject to any setoff, defense, counterclaim, or recoupment for any reason whatsoever, except as otherwise provided by the law of the State of Georgia. 4. Utilities: Lessee shall pay all charges for electricity, gas, water, sewer service, sewer treatment, telephone, and other communication or utility service used in or rendered or supplied to the Leased Premises throughout the term of this Lease Agreement and shall indemnify Lessor and hold it forever harmless against any and all liability or damages related thereto. 5. Use of the Leased Premises: Lessee shall use the Leased Premises only for the purpose of operating the CSRA Humane Society Education and Adoption Center. The Lessee agrees no animals shall be allowed outside the facility before 7:00 A.M. or after 9:00 P.M. daily. 6. Repairs and Maintenance: Lessee shall maintain the exterior surfaces of the Leased Premises, including any changes, additions, alterations, modifications, and/or improvements made by Lessee as provided in Section 8 hereof, normal wear and tear excepted. The Lessee agrees that the landscaping shall be regularly maintained and the grass shall never be longer than six (6) inches. 7. Changes, Additions, Alterations, Modifications, Improvements: Lessee shall not, without prior written consent of Lessor, make any changes, additions, alterations, modifications, and /or improvements, structural or otherwise, in or upon any part of the Leased Premises. The foregoing shall also apply to any exterior signs, notices, placement of machinery or equipment either attached or placed outside of the Leased Premises. Lessee agrees to submit any and all plans for any changes, additions, alterations, modifications, and/or improvements to the Leased Premises to Lessor for approval before said alterations, changes, or additions are begun. Lessor shall not unreasonably withhold its approval of said plans. 8. Title to Changes Additions Alterations Modifications Improvements: It is mutually understood and agreed that title to any changes, additions, alterations, modifications, and/or improvements, whether existing on the Leased Premises at the effective date of this Lease Agreement or added to the Leased Premises during the term of this Lease Agreement, and to all of the buildings and structures and all other improvements of a permanent character that may be built upon the Leased Premises by the Lessee during the term of the Lease Agreement, shall remain the property of the Lessor and that fee simple title to the same shall be vested in Lessor. 9. Inspection by Lessor: Lessor, its authorized agents or representatives shall have the right to enter upon the Leased Premises to make inspections during regular business hours when a representative of the Lessee is present, or at any time in case of an emergency to determine whether Lessee has complied with and is complying with the terms and conditions of this Lease Agreement; provided, however, that said inspection shall in no event unduly disrupt or interfere with the operation of Lessee. Any deficiencies noted during the inspection shall be corrected within thirty (30) days. 2 • 10. Taxes: Lessee shall pay any and 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. Rules and Regulations: Lessee agrees that the use of the Leased Premises shall be conducted in compliance with all local, state, and federal laws, the ordinances of Augusta, Georgia, the rules and regulations of the Augusta - Richmond County Commission, and all rules and regulations of Lessor. Lessee further agrees to endeavor to conduct its business in such a manner as will develop and maintain the good will and active interest of the general public. Lessee specifically agrees that its operations shall be conducted in compliance with all federal, state, and local environmental laws, rules, and regulations, and 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 liabilities of any kind arising out of or relating to Lessee's use of the Leased Premises and relating to environmental requirements. Lessee's obligations hereunder shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary repair, clean -up, or detoxification or decontamination of the Leased Premises based on environmental requirements. 12. Indemnity; Insurance: Lessee agrees to indemnify and hold harmless Lessor from any and all claims in any way related to or arising out of any 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 period from the date of this Lease Agreement to the end of 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 claims for damage or injury to itself and/or any individuals employed or retained by itself in connection with any changes, additions, alterations, modifications, and /or improvements made to the Leased Premises, and hereby releases Lessor from liability in connection with any such claims. Without limiting the foregoing, Lessee further agrees to maintain at all times during said period, at Lessee'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 their ownership, improvement, repair, or alteration with limits of coverage of not less than $1,000,000.00 per occurrence. Lessee shall also purchase and maintain in effect during the term of this Lease Agreement, or any extension or renewal of this Lease Agreement, policies of insurance written by a company or companies qualified to do business in the State of Georgia, providing insurance equal and sufficient, subject to approval by Lessor, to cover the value of the Leased Premises. Lessee shall increase such property damages insurance coverage in an amount equal and sufficient to cover the value of any additional changes, additions, alterations, modifications, and /or improvements, structural or otherwise, on the Leased Premises, should such changes, additions, alterations, modifications, and/or improvements be made during the term, or any extension or renewal, of this Lease Agreement. 3 The cost of premiums for all policies of insurance required by this Lease Agreement shall be paid by Lessee. Policies shall be jointly in the names of Lessor and Lessee, and duplicate copies of the policies shall be delivered to Lessor. All policies providing insurance coverage required to be maintained by Lessee hereunder shall list Lessor, The Augusta - Richmond County Commission and its Mayor, Lessee and its 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 Lessor. All such 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 named insureds. No insurance policy providing any insurance coverage required to be maintained by Lessee under the terms of this Lease Agreement shall be cancelable without at least fifteen (15) days advance written notice to Lessor. In the event such damage or destruction renders the Leased Premises untenantable, the rent required to be paid hereunder shall nevertheless continue to be paid by Lessee without interruption during the period of repair or replacement. 13. Assignments: Lessee shall not, without the prior written consent of the Lessor, assign this Lease or any interest thereunder, sublet the Leased Premises or any part thereof, or permit the use of the Leased Premises by any party other than Lessee. 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 the Lessor. Subtenants or assignees shall become liable directly to the Lessor for all obligations of Lessee, without relieving Lessee's liability. 14. Default: It is understood between the parties hereto that, in the event of default by either of the parties during the term of this Lease, the other party shall have the right forthwith to give notice thereof to the party in default, same to be in writing, and if such condition of default is not removed and restored within ten (10) days after receipt of such notice, then the other party shall forthwith have the option of declaring this Lease in default and proceed to enforce its rights in accordance with the law. For purposes of Section 14, an "event of default" includes but is not limited to: (a) Lessee's failure to make any payment when it becomes due under this Lease Agreement, where such failure continues for ten (10) days after the due date; (b) Lessee's failure to perform, observe, and /or comply with any provision of this Lease Agreement, where such failure is not cured within fifteen (15) days of notice thereof from Lessor; or (c) Lessee's insolvency or inability to pay its debts as they become due, or Lessee's making of an assignment for the benefit of creditors, Lessee's application for or consent to the appointment of a receiver, trustee, conservator, or liquidator of Lessee or of any of its assets, or Lessee's filing of a petition for relief under any bankruptcy, insolvency, reorganization, or similar laws, or the filing of a petition in, or proceeding under, any bankruptcy, insolvency, reorganization, or similar laws against Lessee which is not dismissed or fully stayed within twenty (20) days after the filing or institution thereof. 15. Quiet Enjoyment, Ingress and Egress: Lessor covenants and warrants that Lessee, so long as it shall pay the rentals herein stipulated and shall perform the duties and obligations 4 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 the term of this Lease Agreement and any extensions thereof. Lessee, its invitees, guests, customers, and employees shall have full right of ingress and egress to the Leased Premises at all times and without charge, toll, or fee. 16. Leased Premises accepted "as -is ": Lessee acknowledges and agrees that it has inspected the Leased Premises prior to the execution of this Lease Agreement, that it is aware of the condition of the Leased Premises as of the date of execution of this Lease Agreement, and Lessee leases the Leased Premises "as -is ". 17. Miscellaneous: 17.1 Notices. All notices, demands, and requests which may or are required to be given by either Lessor or Lessee 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 mail (with return receipt requested) addressed as follows: If intended for Lessee: CSRA HUMANE SOCIETY, INC. P.O. BOX 14667 AUGUSTA, GA 30919 If intended for Lessor: AUGUSTA - RICHMOND COUNTY COMMISSION C/O CITY ADMINISTRATOR EIGHTH FLOOR, MUNICIPAL BUILDING AUGUSTA, GEORGIA 30901 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. 17.2 Exculpation; Indemnity. Wherever in this Lease Agreement Lessor's liability is limited, modified, or exculpated, or Lessee agrees to indemnify or hold Lessor harmless or have Lessor named as an additional insured, the term "Lessor" shall mean and include the Augusta - Richmond County Commission (including its Mayor) and its members, officers, elected officials, agents, servants, employees, and successors in office. 17.3 Covenants Bind and Benefit Successors and Assigns. The provisions of this Lease Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, however, that no one shall have any benefit or acquire any rights under this Lease Agreement pursuant to any conveyance, transfer, or assignment in violation of any of its provisions. 17.4 Governing Law. This Lease Agreement shall be governed and interpreted by the laws of the State of Georgia. 5 17.5 The CSRA Humane Society or its members shall not request funds for support or operation of the facility from Augusta - Richmond County. 18. Entire Agreement: This Lease 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 to exercise any power given it hereunder, or to insist upon strict compliance by 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. 19. Severability: This Lease Agreement is executed under current interpretation of applicable Federal, State, County, Municipal, or other Local statute(s), ordinance(s), or law(s). However, each separate division (paragraph, clause, item, term, condition, covenant, or agreement) herein shall have independent and severable status for the determination of legality, so that if any separate division is determined to be void or unenforceable for any reason, such determination shall have no effect upon the validity or enforceability of each other separate division, or any combination thereof. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed, the day and year first above written. AUGUSTA, GEORGIA, by and through the Augusta - Richmond County Commission � ; 1 / By: � • ¼.J 74 Attest: / ° , , / ' / - � y � JI' ` % David S. Copenhave W 46 Lena J. : onner k As its Mayor As its Clerk CSRA CSRA HUMANE SOCIETY By: By: /f/ / / / "vim Title: Title: Pre G 0\ / G Se) )C,/e ider Sworn to and subscribed •efore me this , i i day of j' 'i, / i , 2010 ,_,6" .. 011111i/1 4 ' j4-(14,t,t-2./- 0 .cp, M. r I., Notary Public r46 Sey �,,9 Commission mission Expires: �OTA6 . � ; /�`r 0 / / ,7 '°l/B0G j OQ` 6- tolIIfl',4' EXHIBIT A Attachment number 2 rage 13 of 13 FP- o • . 9 � -gqi / E go % i / • Y li.\ Is \ 0 g ti . ( x ' -.-•': c> .: .1 re: Ccmp.:,:. !',:,, , r , , t a1i N i 1, 2 .I �� w o rt t� 0 3* . h 0 a 1 ..� X A . • 4is I# Yc ....---i% N' 6 tp W I. x 6 g O< x a t O = , a S 5 cukJ V G xy y m m U r IP F..._ r o f 0; ck,6 w g � K gtQ g Pu ri i .E J - J-4 4 19 8 Office OfThe Administrator n ' Frederick 1-. Russell, Administrator Room 801 - Municipal Building 530 Greene Street - AUGUSTA, GA. 30901 Tameka Allen, Interim Deputy Administrator (706) 821 -24-00 - FAX (706) 821 -2819 Robert Leverett, Interim Deputy Administrator www.augustaga.gov August 17, 2010 Mr. Andrew Mackenzie General Counsel 501 Greene Street Augusta, GA 30901 Dear Andrew: The Augusta - Richmond County Commission, at their regular meeting held on Tuesday, August 17, 2010, took action on the following items. 16. Approved the lease renewal between Augusta, Georgia and the CSRA.Oumane Society, Inc., and to authorize the Mayor and Clerk of Commission to execute such documents as necessary to consummate the agreement, all in form as approved by the General Counsel for Augusta, Georgia. (Approved by Finance Committee August 9, 2010) 25- Authorized condemnation to acquire title of a portion of property for right of way, permanent easement and temporary easement for the Marvin Griffin Road Improvement Project, (Parcel 134 -0- 004 -00 -0) 1551 Marvin Griffin Road. (Approved by Engineering Services Committee August 9, 2010) 26. Authorized condemnation to acquire title of a portion of property for permanent easement and temporary easement for the 50202 Florsepen Sanitary Sewer, Phase 2 -B Project, PIN: 128 -0- 026 -00 -0, 2920 Tobacco Road. {Approved by Engineering Services Committee August9, 2010) 29. Approved a Resolution authorizing the settlement of the appeal filed by Joseph E. Smith, in the pending condemnation lawsuit styled Augusta, Georgia vs. Joseph E. Smith, et al., Civil Action File No. 2002 -RCCV- 717, for the payment of forty thousand dollars ($40,000.00) in addition to the earlier payment of $4,624.00 made into the registry of the Court on or about March 27, 2003; authorizing the County Administrator to disburse the amount of forty thousand dollars ($40,000.00) to the Clerk of Court to satisfy the consent final judgment to be entered in the case; waiving Augusta- Richmond County Code of Ordinances sections in conflict for this instance only; and for other pu rposes. If you have any questions, please contact me. Yours truly, rederick L. Russell Administrator 08- 17 -10: #16, #25, #26, #29 cc: Ms. Donna Williams Mr. Tom Wiedmeier I',