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Home My WebLink AboutGEORGIA WASTE SYSTEMS AGREEMENT FOR LEASE OF REAL ESTATE THIS LEASE, (the "Lease") is made this 1th day of Julv , 2007, by and between GEORGIA WASTE SYSTEMS, INC., a Georgia corporation (hereinafter "Landlord"), and AUGUSTA, GEORGIA, a political subdivision of the State of Georgia, which is a consolidated local government having the status of a municipality and county, (hereinafter "Tenant"), WITNESSETH: 1. PREMISES AND TERM Landlord, for and in consideration of the covenants and agreements herein contained on the part of the Tenant does demise and lease to the Tenant the transfer station floor together with ingress and egress thereto, located at 3946 Goshen Boulevard, in the City of Augusta, Augusta, Georgia and State of Georgia ("Premises") commencing on the ~ day of Auqust , 2007, and continuing from month to month thereafter until terminated by either Landlord or Tenant upon thirty (30) days advance written notice. 2. RENT AND SECURITY DEPOSIT Landlord and Tenant hereby agree that Tenant shall pay no security deposit to guarantee its obligations under this Lease. Tenant shall pay a monthly rental to Landlord in the sum of $1,000.00 payable on the first of each month, throughout the term of this Lease commencing on Auqust 1. 2007 and continuing month to month for a term not to exceed eighteen (18) months (including the month of August, 2007). 3. TAXES. ASSESSMENTS AND UTILITIES Tenant is a local govemment and therefore does not taxes and assessments, general and special, which may be levied, assessed or imposed upon the Premises. Landlord represents and warrants that the Premises are directly serviced by, natural gas for heating and other purposes, water, sanitary sewer service, electric power and telephone service. Tenant shall pay for all utility charges used on the Premises by Tenant during the term of this Lease. 4. USE AND CARE OF PREMISES: ALTERATIONS BY TENANT SECTION 4.1. Tenant and all persons claiming by, through or under Tenant may use and occupy the Premises in the lawful operation of a commingling recycling facility. During the term of this Lease, Landlord may park trailers and store containers on the Premises. SECTION 4.2. If there is one or more building on the Premises, Landlord shall maintain and repair the roof and all structural portions of the Premises and all electrical, lighting, plumbing, heating, cooling and ventilating fixtures located thereon. Notwithstanding the foregoing, Tenant shall repair all damage to such items caused by Tenant, its agents, employees, contractors or invitees and not covered by insurance and maintain the Premises in a good and safe condition. SECTION 4.3.Landlord and Tenant agree that any and all fixed improvements made to the Premises by Tenant shall become the sole property of Landlord upon termination of the Lease as long as, in the sole opinion of Landlord, said improvements do not detract from the fair market value of the Premises, in which case, Tenant agrees to remove all of said improvements and return the Premises to Landlord in the same condition in which it was received on the commencement date of this Lease, normal wear and tear excepted. Notwithstanding the foregoing, Tenant shall be allowed to remove all personal property and trade fixtures owned by Tenant from the Premises. SECTION 4.4.Tenant shall not be responsible for any costs of Landlord under Landlord's covenants of quiet enjoyment and peaceable possession or Landlord's taxes due on Landlord's income, gross receipts or other similar items that are not reasonably considered to be in the nature of real estate taxes. I SECTION 4.5.Tenant may not make any alterations and changes to the Premises without Landlord's advance written consent except for painting, cleaning, carpet repair/replacement and workstation rearrangement. If Tenant shall alter or change the Premises during the term of this Lease, Tenant shall comply with the Americans with Disabilities Act of 1990 ("ADA") and all statutes, ordinances, laws, orders, rules, regulations and requirements of all applicable federal, state, county and other agencies or authorities now in effect with respect to the use, occupation or alteration of the Premises ("Laws") and, upon request of Landlord, shall deliver evidence thereof reasonably satisfactory to Landlord. SECTION 4.6.During the term of this Lease, Tenant shall keep, afford and allow access to Landlord to the Premises at all reasonable times. Seller shall have the right to show the Premises to realtors and prospective purchasers. Except in emergency, Landlord shall give at least twenty-four (24) hours advance notice, written or oral, of its intent to gain access to the Premises. SECTION 4.7.Tenant shall vacate and deliver up the Premises upon the expiration of the term of this Lease, or any renewal thereof, or sooner termination of the term of this Lease, in good, clean, sanitary condition, reasonable wear and tear excepted. 5. CASUALTY In case of damage to or destruction of all or part of the Premises or all or part of the fixtures or improvements thereon by fire or other casualty, and subject to Landlord's receipt of sufficient insurance proceeds, Landlord shall promptly repair, restore or rebuild the same to no less than the condition existing immediately prior to the occurrence of such fire or other casualty. However, within fourteen (14) days after such damage or destruction of the Premises, either party shall have the option of terminating this Lease with seven (7) days' prior written notice to the other party. 6. INSURANCE Landlord covenants and agrees that it will at all times, at its sole cost and expense, keep the building or buildings and improvements on the Premises, if any, insured under a fire insurance policy with extended coverage endorsements for not less than its full or their full insurance value above foundations. Tenant covenants and agrees that it will at all times during the term hereof carry, for the mutual benefit of the Landlord and of the Tenant, $2,000,000.00 general public liability insurance against claims for personal injury, death or property damage, occurring in, on or about the Premises in amounts and coverages as reasonably determined by the Landlord. 7. INDEMNIFICATION SECTION 7.1.To the extent allowed by law, Tenant agrees to defend, indemnify and save the Landlord harmless from and against any and all liability, loss, damage, Environmental Damages, as defined herein, and expense (including reasonable attorneys' fees) and from and against any and all suits, claims and demands of every kind and nature due to Tenant's negligence or breach hereof, made by or on behalf of any and all persons, firms or corporations, arising out of or based upon any accident, injury or damage, however occurring, which happens in, on or about the Premises or entrances thereto during the term of this Lease or arising out of or based upon the use, occupation or operation of said Premises or facilities during the term hereof or arising out of any breach or default on the part of the Tenant in the performance or observance of any covenant or agreement on the part of the Tenant to be performed or observed pursuant to the terms of this Lease. Nothing in this section shall relieve Landlord from liability resulting from its own negligence, willful misconduct or breach of its obligations under this Lease. SECTION 7.2.Landlord agrees to give Tenant prompt written notice of any claims or demands against the Landlord arising out of or based upon any of the liabilities, losses or expenses against which Tenant is bound to defend, indemnify and save harmless the Landlord. Tenant shall have full control over any claim or litigation, and Landlord shall reasonably cooperate with Tenant in such efforts. SECTION 7.3.Tenant shall indemnify and save harmless Landlord from and against all mechanics' liens and notices thereof and all claims thereof on account of any materials furnished or labor performed in, about or in connection with the Premises or the sidewalks and curbs adjacent thereto, if any, except those arising from work undertaken by Landlord. Should any such lien be filed, Tenant shall promptly bond or otherwise discharge the same. SECTION 7A.Landlord agrees to defend, indemnify and save the Tenant harmless from and against any and all liability, loss, damage, Environmental Damages, as defined herein, and expense (including reasonable attorneys' fees) and from and against any and all suits, claims and demands of every kind and nature due to Landlord's negligence, willful misconduct or breach hereof, made by or on behalf of any and all persons, firms or corporations, arising out of or based upon any accident, injury or damage, however occurring, which happened prior to or after the term hereof on or about the Premises or entrances thereto or arising out of or based upon the maintenance, repair, alteration, use, occupation or operation of said Premises or facilities prior to or after the term hereof or arising out of any breach or default on the part of the Landlord in the performance or observance of any covenant or agreement on the part of the Landlord to be performed or observed pursuant to the terms of this Lease. Nothing in this section shall relieve Tenant from liability resulting from its own negligence, willful misconduct or breach of its obligations under this Lease. SECTION 7.5.Tenant agrees to give Landlord prompt notice of any claims or demands against the Tenant arising out of or based upon any of the liabilities, losses or expenses against which Landlord is bound to defend, indemnify and save harmless the Tenant. Landlord shall have full control over any claim or litigation, and Tenant shall reasonably cooperate with Landlord in such efforts. 8. UNDERGROUND STORAGE TANKS/ENVIRONMENTAL REPRESENTATIONS SECTION 8.1. As used herein, "Hazardous Substance" means any substance that is toxic, ignitable, reactive, radioactive, or corrosive and that is regulated by any local government, the State of Georgia, or the United States Govemment. "Hazardous Substance" includes any and all materials or substances that are now or hereafter defined as "hazardous waste," "extremely hazardous waste," "toxic substance," or a "hazardous substance" pursuant to state, federal, or local governmental law, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. ~~ 9601, et seq.) and/or the Resource Conservation and Recovery Act (42 U.S.C. ~~ 6901, et seq.). In addition, "Hazardous Substance" includes but is not restricted to friable asbestos, polychlorinated biphenyls ("PCB's"), and petroleum, whether or not any such substance is regulated as a Hazardous Substance pursuant to applicable statutes or regulations. "Environmental Damages" means all claims, judgments, damages, losses, penalties, fines, liabilities (including strict liability), encumbrances, liens, costs and expenses of whatever kind or nature, contingent or otherwise matured or unmatured, foreseeable or unforeseeable, including without limitation reasonable attorneys' and consultants' fees, incurred at any time as a result of the existence prior to execution of this Lease of a Hazardous Substance upon, about, or beneath the Premises or migrating or threatening to migrate to or from the Premises, or the existence of a violation of any governmental requirement pertaining to the environment, health or safety arising from or relating to the Premises. SECTION 8.3. Except in compliance with all governmental requirements pertaining to health, safety and the environment, Tenant shall not knowingly cause or permit any Hazardous Substance to be used, stored, generated, or disposed of on, in or about the Premises by Tenant, Tenant's agents, employees, contractors, or invitees. If any Hazardous Substance is knowingly used, stored, generated, or disposed of on, in or about the Premises by Tenant or if Tenant causes any contamination of the Premises by a release of such Hazardous Substance for which Tenant is legally liable, Tenant shall upon request of the Landlord, at its sole expense, take any and all necessary actions to retum the Premises to the condition existing prior to the release of any such Hazardous Substance on the Premises, including but not limited to any and all clean-up and remedial actions. 9. ASSIGNMENT AND SUBLETTING Tenant shall not assign this Lease without first obtaining the Landlord's prior written consent, which consent shall not be unreasonably withheld. 10. FIXTURES All buildings and improvements on the Premises and all plumbing, heating, lighting, electrical and air conditioning fixtures and equipment and other articles of personal property used in the operation of such buildings attached to the Premises, sometimes herein referred to as, "Building Fixtures", if any, shall be and remain a part of the Premises and shall constitute the property of the Landlord. 11. NOTICES OR DEMANDS All notices, waivers, demands, requests or other communications required or permitted hereunder shall, unless otherwise expressly provided, be in writing and be deemed to have been properly given, served and received (a) if delivered by messenger, when delivered, (b) if mailed, on the third (3rd) business day after deposit in the United States certified or registered mail, postage prepaid, return receipt requested, (c) if telexed, telegraphed or telecopied, at the time in effect at the place of receipt, or at 8:00 a.m. on the next business day thereafter if time of receipt is later than 6:00 p.m., or (d) if delivered by reputable overnight express courier, freight prepaid, the next business day after delivery to such courier, in every case addressed to the party to be notified as following: If to Landlord: Georgia Waste Systems, Inc. 720 East Butterfield Road Lombard, Illinois 60148 Attention: Vice President of Real Estate Telecopier: (630) 268-9521 If to Tenant: c/o Lori Videtto EH&S Compliance Manager Augusta Solid Waste Department 4330 Deans Bridge Road Blythe, Georgia 30805 706-592-3203 706-592-1658 fax or to such other address(es) or addressee(s) as any party entitled to receive notice hereunder shall designate to the others in the manner provided herein for the service of notices. Rejection or refusal to accept or inability to deliver because of changed address or because no notice of changed address was given, shall be deemed receipt. 12. DEFAULT AND REMEDIES UPON DEFAULT SECTION 12.1 If Tenant shall default in any of the covenants, agreements, conditions or undertakings herein contained to be kept, observed and performed by the Tenant, and such default shall continue for thirty (30) days after notice thereof in writing to the Tenant, or if Tenant shall abandon the Premises, then and in any such event it shall be lawful for Landlord, at its election, to declare the term ended and to take appropriate legal action to re-enter and regain possession of the Premises. If default shall be made in any covenant, agreement, condition or undertaking herein contained to be kept, observed and performed by Tenant, which cannot with due diligence be cured within a period of thirty (30) days, and if notice thereof in writing shall have been given to Tenant, and if Tenant prior to the expiration of thirty (30) days from and after the giving of such notice commences to eliminate the cause of such default and proceeds diligently and with reasonable dispatch to take all steps and do all work required to cure such default and does so cure such default, then Landlord shall not have the right to declare the said term ended by reason of such default; provided, however, that the curing of any default in such manner shall not be construed to limit or reduce the right of Landlord to declare said term ended and enforce all of its rights and remedies hereunder for any default not so cured. SECTION 12.2. If a default occurs and is not cured within the time permitted herein, Landlord shall have the rights and remedies hereinafter set forth, which shall be distinct, separate and cumulative with and in addition to any other right or remedy allowed under any law or other provisions of this Lease: a. Landlord may terminate this Lease, repossess the Premises by detainer suit or other lawful means, and recover as damages a sum of money equal to any amounts necessary to compensate Landlord for all detriment or damages proximately caused by Tenant's failure to perform its obligations under this Lease or that in the ordinary course would be likely to result therefrom. b. Landlord shall at all times have the rights and remedies (which shall be cumulative with any other rights of Landlord hereunder or under any law to seek any declaratory, injunctive or other equitable relief, and specifically enforce this Lease, or restrain or enjoin a violation or breach of any provision hereof. Such rights may be exercised at any time and from time to time. Notwithstanding anything to the contrary contained in this Lease, to the extent not expressly prohibited by applicable law, in the event of any default by Tenant not cured within any applicable time for cure hereunder, Landlord may terminate this Lease. c. No re-entry or repossession, repairs, changes, alterations and additional, reletting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or accept a surrender of the Premises, nor shall the same operate to release the Tenant in whole or in part from any of the Tenant's obligations hereunder, unless express written notice of such intention is sent by Landlord or its agent to Tenant. The times set forth herein for the curing of defaults by Tenant are of the essence of this Lease. Tenant hereby irrevocably waives any right otherwise available under any law to redeem or reinstate this Lease. 13. SURRENDER OF POSSESSION If Tenant shall hold over beyond the expiration of the term herein provided or any renewal or extension thereof, Landlord may at its election either proceed to evict Tenant by legal proceedings or treat such holdover tenancy only as a month-to-month tenancy at a rental of $1,000.00 per month. If so elected by Landlord, such holdover tenancy may be terminated by either party hereto upon thirty days' prior written notice. 14. SUBORDINATION - ESTOPPEL SECTION 14.1. This Lease and Tenant's leasehold estate and all rights of Tenant hereunder shall be subject and subordinate at all times in all respects to the lien of any and all mortgages which Landlord may make upon any right, title or interest of Landlord in the Premises, and to any and all extensions and renewals and any and all new mortgages made in lieu of or in replacement of any such mortgage, provided that any such mortgage shall provide that so long as Tenant shall not be in default in the performance and observance of the terms, covenants, conditions and limitations in the Lease contained on the part of the Tenant to be performed and observed, no foreclosure of the lien of said mortgage for default thereof shall impair the right of Tenant to enjoy this Lease pursuant to its terms. In the event of acquisition of Landlord's interest in this Lease by any such mortgagee or anyone claiming through or under such mortgagee, Tenant will recognize as its Landlord such mortgagee or the person claiming through or under such mortgagee who shall so acquire title to the Landlord's interest in this Lease. SECTION 14.2. Tenant agrees to provide estoppel statements for benefit of future lenders or purchasers stating, if applicable and including but not limited to, that this Lease is in effect, the terms of rental payments and whether there exists any defaults by either party to the Lease. 15. BROKER'S COMMISSION Landlord and Tenant warrant, each to the other, that there are no brokers involved in this Lease transaction. If any other person shall assert a claim to a fee, commission or other compensation on account of alleged employment as a broker or finder or for performance of services as a broker or finder in connection with this Lease, the party hereto under whom the broker or finder is claiming shall indemnify and hold harmless the other party against and from any such claim and all costs, expenses and liabilities incurred in connection with such claim or any action or proceeding brought thereon. 16. CONDEMNATION SECTION 16.1. If the use, occupancy or title of the entire or a portion of the Premises or any interest thereinshall be taken, requisitioned or sold in, by or on account of any actual or threatened eminent domain proceeding or other action by any person having the power of eminent domain (the "Condemnation"), then and in that event the term of this Lease shall terminate upon Condemnation and any award, compensation or damages shall be Landlord's only. SECTION 16.3. In case the taking of part of the Premises by Condemnation renders the Premises untenantable in whole or in part, at Landlord's option, this Lease shall terminate. 17. MISCELLANEOUS SECTION 17.1. The captions of this Lease are for convenience only and are not to be construed as defining or limiting in any way the scope or intent of the provisions hereof. SECTION 17.2. If any term or provision of this Lease shall to any extent be held invalid or unenforceable, the remaining terms and provisions of this Lease shall not be affected thereby, but each term and provisions of this Lease shall be valid and be enforced to the fullest extent permitted by law. SECTION 17.3. This Lease shall be construed and enforced in accordance with the laws of the state in which the Premises is located. SECTION 17.4. Landlord and Tenant agree that this Lease is not in consideration for or dependent or contingent in any manner upon any other contract, lease or agreement between them and that the term, rental and other provisions of this Lease are not intended by said parties to be tied in with any other such contract, lease or agreement; but on the contrary, this Lease and all of its provisions are entirely and completely independent of any other transactions or relationship between the parties. SECTION 17.5. The failure of the Landlord to enforce any term, covenant, condition, or agreement hereof by reason of its breach by the Tenant after notice had shall not be deemed to avoid or affect the right of the Landlord to enforce the same term, covenant, condition or agreement on the occasion of the subsequent default or breach. SECTION 17.6. All signatories to this Lease represent and warrant that he/she/they are sufficiently authorized to enter this Lease on behalf of their respective parties. IN WITNESS WHEREOF, the Landlord and the Tenant have caused these presents to be executed as of the day and year first hereinabove written. LANDLORD: TENANT: By: Name: Title: ::TYOCl4~/'=-- <1 ~~ Name: David S. Copen~ Title: Mayor --~7~ ',-: , . S _ .-.ll " li< :;.0 " ~t.:.';, -I'l~ ~I ".. r;w. .1- d '1'.1. "II \~'i<\ .. _ 'f:. ~ .0 411 \'~ ....~f!At. ..." ~\~\ O~ORG\~ _-4'' "".....,,'~'" SES-Revised June 7, 2007