HomeMy WebLinkAboutSoutheastern Natural Sciences Academy,Inc.
Augusta Richmond GA
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DOCUMENT TYPE: \W~
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NUMBER OF PAGES: 8
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STATE OF GEORGIA
LEASE
RICHMOND COUNTY
t1..
THIS LEASE AGREEMENT made and entered into, this S'" day of
, 2001, by AUGUSTA, GEORGIA, a political subdivision of the State of
Ge gia, hereinafter called "Lessor," and SOUTHEASTERN NATURAL SCIENCES
ACADEMY, INC., hereinafter called "Lessee."
WITNESSETH
WHEREAS, Lessor is the owner of a building and real property more particularly
described in Exhibit "A" attached hereto and incorporated herein by reference, located in
Augusta, Richmond County, Georgia; and
WHEREAS, Lessor wishes to lease to Lessee, and Lessee desires to lease from Lessor,
said building and property; and
WHEREAS, Lessee wishes to operate the Phinizy Swamp Nature Park and an
educational center utilizing 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:
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. Term, 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 initial term of ten (l0) years, commencing upon the execution
of this Agreement by all parties. At the end of the ten (10) year term, this lease shall renew
automatically for another term often (10) years unless either party notifies the other in writing at
least sixty (60) days prior to the end of the term of its intent not to renew, This Agreement shall
renew automatically for no more than four (4) additional terms for a total of Fifty (50) years, at
the end of which time the lease shall terminate unless both parties agree to its renewal. It is
understood and agreed by the Lessee that in the event that removal of the constructed wetlands is
required by any Federal regulatory agency having jurisdiction, Augusta shall have the right to
abandon the Constructed Wetlands Project and such abandonment shall not be construed to be in
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violation of the terms and conditions herein, Further, Augusta reserves the right to withdraw
Tract "B" from the leased property without terminating this lease.
This Lease shall create a usufruct only and not an estate for years.
3, Rental. During the term of this Agreement, Lessee agrees to pay Lessor the rental
sum of One Dollar ($1.00) per annum, payable in advance. The obligation of Lessee to make the
rent payment called for in Section 3 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 any other communication or utility service used in or rendered or
supplied to the Leased Premises throughout the term of this 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 Phinizy Swamp Nature Park and Southeastern Natural Sciences
Academy Education center.
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.
7, Changes. Additions. Alterations. Modifications. Improvements, Lessee shall not,
without prior written consent of the City Administrator acting on behalf of the 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 the City Administrator of 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
Agreement or added to the Leased Premises during the term of this Agreement, and to all of the
building 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 Agreement shall remain the
property of the Lessor and that fee simple title to the same shall be vested in Lessor, provided,
however, in the event this Lease is terminated or nonrenewed by Lessor prior to its expiration
date, Lessee shall be entitled to compensation for the lesser of the fair market value or the
depreciated value of any building or structure, including, but not limited to, education buildings,
boardwalks and pavilions, but excluding improvements for parking (Tract "B"), Lessee has
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AUGLlB0146748.3
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placed or erected upon the premises. Should Lessor terminate Lessee's right to use Tract "B",
Lessor and Lessee hereby agree to work together cooperatively to identify alternate parking sites
within reasonable proximity to Tract "A" ; provided, however, nothing herein contained shall
obligate Lessor to provide a parking site to Lessee_ The depreciated value shall be calculated by
applying generally accepted accounting principles using the straight line method of depreciation.
Should Lessee disagree with the value established as the fair market value, Lessee shall
notify Lessor within thirty (30) days of receiving notice of such fair market value from Lessor of
its desire to contest such value. Such value shall then be established by a panel of three (3)
appraisers, each one of whom shall be an M.I.A., with one such appraiser to be appointed by
Lessor, one to be appointed by the Lessee, and with the two appraisers so appointed to select the
third. Each party shall bear the cost of the appraiser appointed by such party, with the cost of the
third appraiser to be divided equally between the parties.
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 Agreement; provided, however, that said inspection shall in no event unduly disrupt or
interfere with the operation of Lessee.
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 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, cleanup 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
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date of this 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 himself and/or any individuals employed or retained by himself 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 of the Leased Premises 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, 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
coverage against fire and casualty to the Leased Premises, which policies shall be in an amount
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.
The cost of premiums for all policies of insurance require~ 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 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 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 provided by Lessee hereunder shall be cancelable without at least 15
days advance written notice to Lessor. All insurance policies required hereunder, or copies
thereof, shall be provided to Lessor by Lessee.
If the Leased Premises should be damaged or destroyed by fire or other casualty, the
same shall be repaired or replaced utilizing the proceeds of the insurance coverage required to be
maintained by Lessee under the terms of this Lease Agreement. In the event such damage or
destruction renders the Leased Premises untenantable, the rent required to be paid hereunder
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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 their
rights in accordance with the law,
For purposes of this Section, an "event of default" includes but is not limited to: (a)
Lessee's failure to make any payment when it becomes due under this Agreement, where such
failure continues for 10 days after the due date; (b) Lessee's failure to perform, observe and/or
comply with any provision of this Agreement, where such failure is not cured within 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 Enioyment, 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
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, subject to Lessor's right of ingress and egress through the
Leased Premises. 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. No Waiver of Rights, In agreeing to the terms hereof, neither party waives any
rights to which either would be entitled under (i) a resolution adopted by the Augusta-Richmond
County Commission on July 3, 1996, authorizing the granting of a protective covenant as set
forth in Exhibit "B" attached hereto, or (ii) the restrictive covenant adopted by the Augusta-
Richmond County Commission on July 3, 1996, and attached hereto as Exhibit "C" and the
United States Army Corps of Engineers Permit No, 940012181, attached thereto.
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AUGLlB0146748.3
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17. Leased Premises accepted "as-is." Lessee acknowledges and agrees that it has
inspected the Leased Premises prior to its 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."
18, Miscellaneous.
18.1 Notices, All notices, demands, and requests which mayor 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:
SOUTHEASTERN NATURAL SCIENCES ACADEMY, INC.
540 B TELFAIR STREET
AUGUSTA, GEORGIA 30901
If intended for Lessor:
AUGUSTA-RICHMOND COUNTY COMMISSION
C/O COUNTY ADMINISTRATOR
EIGHTH FLOOR, MUNICIPAL BUILDING
AUGUSTA, GEORGIA 30911
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,
18,2 Exculpation; Indemnity. Wherever in this 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.
18.3 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; provided, however, that no one shall have any
benefit or acquire any rights under this Agreement pursuant to any conveyance, transfer, or
assignment in violation of any of its provisions.
18.4 Governing Law. This Agreement shall be governed and interpreted by the
laws of the state of Georgia.
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AUGLIB0146748.3
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18.4 Venue. All claims, disputes and other matters in question between the
Lessor and Lessee arising out of or relating to this Agreement, or the breach thereof, shall be
decided in the Superior Court of Richmond County, Georgia. Lessee, by executing this
Agreement, specifically consents to jurisdiction and venue in Richmond County and waives any
right to contest jurisdiction and venue in the Superior Court of Richmond County, Georgia
19. 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 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 cOrllpliance with the terms hereof.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed,
the day and year first above written.
Attest~~~ABY
Clerk
Mayor
SOUTHEASTERN NATURAL SCIENCES ACADEMY,
INC.
By 1ft c. ~
~-
Title:
C /-If9 XA./"JJq;J O/~
TH/;" ~'4"e-<^)
before me
, 2001.
No ublic
Mv ~omp1ission Expires:
MY om mIssion Expires August 9. 2004
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