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HomeMy WebLinkAboutVALUEBOARDS OUTDOOR ADVERTISING LEASE AGREEMENT AUGUST A RICHMOND COUNTY AND V ALUEBOARDS OUTDOOR ADVERTISING LEASE AGREEMENT THIS AGREEMENT dated this \ s..!.- day of 0 c. )-o.h.e ( , 2009 is by and between Augusta Richmond County, a body corporate and politic created by the General Assembly of the State of Georgia ("Landlord"), whose address is 530 Greene St. Augusta, GA 30901 and ValueBoards Outdoor Advertising, whose address is 111 10th Street, Augusta, Georgia 30901 (hereinafter V alueBoards). Said lease affects property located at Daniel Field Airport (hereinafter the Airport). For and in consideration of the Premises described below, Landlord and ValueBoards agree as follows: 1. PROPERTY. Landlord is the owner of that certain real property (the "Property") known as 3090 Wrightsboro Road, Augusta, GA 30909, which Property is more particularly described on Exhibit "A" attached hereto and incorporated herein by this reference. 2. LEASED PROPERTY. Landlord hereby grants and leases to ValueBoards and ValueBoards accepts the grant and leases from Landlord that certain portion of the Property, being an area 3 feet by 3 feet (the "Premises") which is rendered on the site plan attached hereto as Exhibit "B" and incorporated herein by reference, to have and to hold upon the terms and conditions contained in this Lease. 3. TERM. The Principal Term shall be for a period of Five (5) years and shall commence upon the acceptance and delivery of this lease by the Landlord and continue until terminated the earlier of either upon thirty (30) days prior written notice, for any reason, by either party. 4. RENT and LATE PAYMENTS. ValueBoards shall pay rent to Landlord yearly in the amount of $1,700 per year to lease said Property. Said rent is due upon the execution and delivery of the contract by the Landlord and shall be paid each subsequent year on that same date. Rent shall be made payable to the General Aviation Commission and mailed to: DANIEL FIELD 1775 HIGHLAND AVE AUGUSTA, GA 30904 Attn: Airport Manager In the event LANDLORD fails to receive any rental payment within 15 days after the same is due, a Late Payment penalty equal to 10% of such payment shall be charged to ValueBoards. In the event ValueBoards shall become delinquent for more than 45 days, this Lease may be terminated by LANDLORD as further defined in Section 22 Default. 5. LIMIT A TIONS ON USE BY V ALUEBOARDS. The Premises shall be used for the display of a billboard and related ancillary purposes and for no other purposes. In connection with the exercise of its rights under this Agreement, ValueBoards shall not: a. Do or permit its agents, employees, directors, or officers to do anything at or about the Airport that may interfere with the effectiveness or accessibility of the drainage and sewage system, electrical system, air conditioning system, fire protection system, sprinkler system, alarm system, and fire hydrants and hoses, if any, installed or located on or within the premises of the Airport. b. Do or permit its agents, employees, directors, or officers to do any act or thing upon the Airport that will invalidate or conflict with any fire or other casualty insurance policies covering the Airport or any part thereof. c. Bring, keep or store, at any time, flammable or combustible liquids on the premises, except in storage containers especially constructed for such purposes in accordance with federal, state, and county laws, including the Uniform Fire Code and the Uniform Building Code. For the purposes of this agreement, flammable or combustible liquids shall have the same definitions as set forth in the most recent Uniform Fire Code. d. .Do or permit its agents, employees, directors, or officers to do any act or thing upon the Airport that will jeopardize the Airport's operating certificate. e. Do or permit its agents, employees, directors, or officers to do any act or thing in conflict with the Airport's security plan. f. The Premises shall not be used for any illegal purposes, nor in violation of Federal Aviation Administration (FAA), TSA and/or the Airport's rules or regulations, asamended from time to time, or any regulation of any other governmental entity. g. Use the Premises in any manner that will create any nuisance or trespass with respect to other tenants; constitute any unreasonable annoyances, obstruction or interference with operations; or in any manner interfere with, obstruct, block or violate in any manner, the navigable airspace above the Airport in compliance with 14 C.F.R. ~ 77,5 and/or other regulations as implemented by the Airport, the FAA or as may be implemented by the TSA. ValueBoards shall promptly remove its billboard if it becomes an obstacle in the airspace above the Airport, 2 h. Install any billboard not in compliance with the Augusta Richmond County zoning and/or sign ordinances or make any modifications to any billboard which shall violate the zoning and/or sign ordinances. 6. EASEMENT. ValueBoards is hereby granted an easement for vehicular and pedestrian ingress and egress and access across, over, to, from and between the Property, any adjacent property owned or controlled by Landlord, and the Premises, to erect, maintain, service, remove and reposition (if subsequently necessary) an outdoor advertising and/or media/communication structure (such structure, including necessary supports, footings, lighting and electrical devices, power poles and connections are hereinafter collectively referred to as the "Billboard") on the Property for such use or uses as permitted by law and by this Lease. However, ValueBoards' installation of any lighting shall be subject to the approval of the Airport and the FAA. The foregoing easement includes all necessary areas over, across and under the Property to provide for the construction, maintenance, service and display of advertising copy, repositioning and removal of the Billboard and to provide for the installation and maintenance of electrical and telephone/communication service to the Billboard, if necessary, Landlord further grants an easement to ValueBoards, together with air space, for the purpose of overhang of the Billboard onto the Property. 7. EXCLUSIVE POSSESSION. As of the commencement date of this Lease and for so long there is no breach of its obligations and duties set forth herein, ValueBoards shall remain in the exclusive possession of the Premises subject to the right of others to use the common areas adjoining or contiguous to the Premises. 8. ASSIGNMENT AND SUBLETTING. ValueBoards shall not sublet all or any portion of the Premises, nor assign or transfer this right of occupancy, or modify the permitted use, without prior written consent of the Landlord. 9. UTILITY CHARGES, ValueBoards agrees to directly contract and pay for all charges for the hookup (if any) and its actual usage of any utilities or services, including without limitation, electricity, gas, trash and waste services. 10. ALTERATIONS, MAINTENANCE AND REPAIRS. No structural changes, alterations or additions to the Premises shall be made by ValueBoards without prior written consent of the Landlord, both as to whether the alterations may be made and as to how and when they will be made. All costs associated with said alterations and/or improvements shall be the sole responsibility of ValueBoards, Prior to the start of any construction all applicable licenses, site plan approvals and building permits must be obtained. Additionally, ValueBoards shall submit any forms required by the FAA. 11. ENTRY AND INSPECTION. ValueBoards shall permit the Landlord and its employees, agents, and contractors at all reasonable times during normal business hours and at any time in case of emergency, in such manner as to cause as little disturbance to ValueBoards as reasonably practicable to enter upon the Premises for the purpose of inspecting and/or maintaining the same as necessary. 3 12. LANDLORD'S COVENANTS. Landlord covenants and warrants that Landlord is either the owner, agent of the owner, or an authorized lessee of and power to sublease the Property and that Landlord has full power and authority to enter into and perform under the covenants of this Lease, including, without limitation, leasing the Premises and authorizing the construction of the Billboard at the location provided. Landlord grants to ValueBoards quiet and peaceful enjoyment of the Premises during the Term of this Lease. Landlord and ValueBoards agree that this Lease or a Memorandum hereof may be recorded in the appropriate real estate records or the county in which the Property is located. 13. NO OBSTRUCTIONS. Subject to Airport, FAA and/or TSA regulations, rules and requirements, the Landlord agrees not to erect, place, construct or maintain any improvement, structure, display, vegetation (including any trees, shrubs, or other vegetation), or any other object on the Property, which would in any manner, partially or completely, obscure or obstruct the view(s) of ValueBoards Billboard, or permit any third party, over which it can exercise control, to do so. ValueBoards has the right to cut and/or remove any obscuring or obstructing vegetation at its expense. ValueBoards shall promptly remove its billboard if it becomes an obstacle in the airspace above the Airport. 14. INDEMNITY AND INSURANCE a. ValueBoards shall indemnify, defend and hold the Landlord harmless from and against any and all injury, loss, damage or liability (or any claims in respect of the foregoing), costs or expenses (including reasonable attorneys' fees and court costs) arising directly or indirectly out of the use, maintenance, or repair of the Premises or ValueBoards' breach of any provision of this Lease, except to the extent solely attributable to the gross negligence or intentional act or omission of the Landlord, its employees, or agents. b. ValueBoards agrees to carry, at its own cost and expense, general liability insurance in the amount of One Million Dollars ($1,000,000.00) during the Term of this Lease. The Certificate of Insurance must name Augusta Richmond County, its Board of Commissioners, and the General Aviation Commission as additional insureds. Such insurance shall be provided to the Airport Director prior to the start of any construction. Any changes in the insurance policy shall be immediately reported to the Landlord. c. ValueBoards shall report any accidents involving personal InJury, automobile or property damage occurring on the Airport to the Airport Manager as soon as practicable, and in no event later than 48 hours after such occurrence. 15. AIRPORT SECURITY/ACCESS. ValueBoards, at its sole expense, shall be responsible to comply with any and all security requirements arising out of its use or occupation of the Premises: 4 a. ValueBoards shall notify the Airport Manager in advance, providing date and approximate time, of any planned maintenance, service or installations, b No person may operate any motor vehicle on the Airport without a valid Operator's license. All ValueBoards employees or agents shall attend Airport ground vehicle operation and access training prior to being permitted to drive on the Airport to service the billboard to ensure that they have the appropriate level of Airport rules and regulations. ValueBoards shall be responsible for the costs of such training and any badging and/or licensing requirements. All drivers shall comply with airside vehicular traffic regulations, c. No person shall enter into any Airport operations areas, aircraft parking apron, taxiway, runway, hanger or other restricted area unless authorized by the Airport Director or his designee. d. No materials or equipment shall be left or stacked in such a manner so as to constitute a hazard to Airport personnel or property. 16. ASSIGNMENT AND SUBLETTING. ValueBoards shall not sublet all or any portion of the Premises, nor assign or transfer this right of occupancy, or modify the permitted use, without prior written consent of the Landlord. 17. TERMINATION RIGHT. If at any time (i) the view of Value Boards' Billboard is obscured or obstructed, (ii) the use or installation of such Billboard is prevented or restricted by law or by ValueBoards' inability to secure and maintain any necessary permits or licenses; (iii) ValueBoards is unable, for any period of ninety (90) consecutive days or more, to secure and maintain a suitable advertising contract for the Billboard; or (iv) Landlord otherwise defaults hereunder, ValueBoards may, at its option, terminate this Lease by giving Landlord thirty (30) days written notice. 18, CONVEYANCE. Any transfer or conveyance of the Premises, or any interest therein to a third party is subject to this Lease. In the event of a change of ownership of the Property, Landlord agrees to promptly notify ValueBoards and provide the new landlord with a copy of this Lease, Landlord may terminate this lease in the event the Property is sold or transferred; however, should Landlord elect not to terminate this lease, any new owner is subject to this lease through its term, 19. CONDEMNATION. In the event that all or any part of the Premises is acquired or sought to be acquired by any entity having or delegated the power of eminent domain, ValueBoards shall be permitted to (i) contest the acquisition or defend against the taking of ValueBoards' interest in the Property; (ii) relocate the Billboard and appurtenances onto any portion of the Premises not acquired or to be acquired; and/or (iii) be compensated from any award or consideration payable by the acquiring entity for all costs, damages and value loss incurred by ValueBoards relating to its leasehold, as improved with the Billboard, Landlord does not waive its rights to exercise its powers of eminent domain. 5 20. IMPROVEMENTS. The Billboard, and all the outdoor advertising structures, power poles, materials and equipment placed on the Property by ValueBoards are and shall remain the property of ValueBoards and may be removed by ValueBoards at any time prior to or within sixty (60) days after the termination of this Lease or sooner if directed to do so by Landlord. At the end of the lease ValueBoards agrees to remove the Billboard and restore the surface to its natural condition. 21. WAIVER. Failure of any party to insist upon the strict performance of any of the terms, conditions, and covenants herein shall not be deemed a waiver of any right or remedies that such party may have, nor shall a waiver on one occasion constitute or be construed as a waiver of any subsequent breach or default in the terms, conditions, and covenants herein contained. 22. DEFAULT AND RIGHT TO CURE, ValueBoards shall be deemed in default and breach of this Lease if: a. ValueBoards fails to pay its rent when due to the Landlord; or b. ValueBoards fails to perform any other term or condition under this Lease. No such failure, however, will be deemed to exist if ValueBoards has commenced to cure such default within thirty (30) days of the event of default and provided that such efforts are prosecuted to completion with reasonable diligence. c. If ValueBoards remains in default beyond any applicable cure period, the Landlord will have the right to exercise any and all rights and remedies available to it under law and equity. 23. MISCELLANEOUS PROVISIONS. This Lease contains the entire understanding between the parties hereto with respect to the Premises and there are no promises, agreements, conditions, undertakings, warranties or representations, oral or written, express or implied, between and among the parties hereto with respect to the property other than as set forth herein. No change or modification of the Lease shall be valid unless the same is in writing and signed by all parties hereto. No purported or alleged waiver of any of the provisions of this Lease shall be valid or effective unless in writing signed by the party against whom it is sought to be enforced. a. The Lease shall be governed by and construed in accordance with the laws of the State of Georgia without regard to choice of law provisions, Captions herein are for convenience or reference only and in no way define, limit or expand the scope or intent of this Lease. Whenever the context hereof shall so require, the singular shall include the plural, the male gender shall include the female, and vice versa. This Lease may be executed in two or more counterparts, all of which together shall constitute but one and the same Lease. In the event that one or more of the provisions hereof shall be 6 held to be illegal, invalid or enforceable, such provisions shall be deemed severable and the remaining provisions hereof shall continue in full force and effect. b. Nothing contained in this Agreement shall be construed to be a waiver of the Landlord's sovereign immunity. c. It is specifically agreed between the parties executing this Lease that it is not intended by any of the provisions of this Lease to create in the public or any member thereof, third party beneficiary status in connection with the performance of the obligations herein. d. Nothing contained in this Agreement shall be construed to be a waiver of any individual's qualified good faith immunity. e. ValueBoards understands that all operations, uses and occupancy of the Premises must be in strict compliance with all TSA, FAA, Airport rules and regulations, grant requirements, rules and regulations, and related provisions for airport use and operations without restrictions or limitations. ValueBoards further agrees that, in the event there is a question of interpretation, it will comply with the Landlord's interpretation of such requirements, rules, laws and regulations, as and when notified by the Landlord of its interpretation, time being of the essence. This provision supersedes any other provision of this Lease which may be in conflict therewith. Any default by ValueBoards shall permit the Landlord to immediately terminate the Lease as a non-exclusive remedy. f. All leased property shall be maintained in such condition of repair, cleanliness and general maintenance as shall be acceptable to the Airport and the Landlord. g. ValueBoards's refusal to comply with the rules and regulations of the Airport shall, after written request to do so by the Airport or the Landlord, shall be requested to leave the Airport. 24. NOTICE. All notices are effective upon dispatch and must be in writing and delivered by mail, personal delivery or commercial courier to Landlord and ValueBoards at the respective addresses set forth above. 25. CHOICE OF LAW, JURISDICTION, VENUE. This Lease shall be governed and construed in accordance with the laws of the State of Georgia. In any action or proceeding arising under this Lease, the Superior Court of Richmond County, Georgia, and/or the United States District Court for the Southern District of Georgia, Augusta Division, shall have and may exercise exclusive personal jurisdiction over all of the parties hereto, and in any such action or proceeding venue shall be proper in either of said courts. In any such action or proceeding, 7 service of process upon any party may be perfected, in addition to any other manner provided by applicable law, by personal delivery or by mail in accordance with Section 24 hereof. 26. ENTIRE AGREEMENT. This Lease represents and constitutes the entire understanding between the parties and supersedes all other agreements and communications between the parties, whether oral or written, concerning the subject matter herein. Any amendment to this Lease must be in writing and signed by the parties hereto and adopted in the same fashion as this Lease. 27. SUCCESSOR AND ASSIGNS. The terms and conditions of this Lease shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal and legal representatives, Successors and assigns. IN WITNESS WHEREOF, the parties have executed this Lease under seal on the date above written. W. 5~ ?7C- (L.S.) Date: 7- d-;l- 0 ~ ValueBoards Outdoor Advertising 1 \ 1 16 tl. 51"-. ~u~u5)"'r G-~ .~o~ol 706 - 7~7 - DOSO ~.~ By: Landlord Signature Address Phone ~~~oC( SIG'~ SEALED ~ DEL~VERED this day of ~7 .'/?I/t(1 W 1Jz.<iry WIt ss 1/7 ,(l " 11~ , 20(ll SIGNED, SEALED and DELIVERED this_day of ,20_ Witness . Georgta My Commission Expires Dee. 2. 2011 Notary Public Acceptance Date Acceptance Date 8 EXHIBIT" A" DescriDtion That certain part of 3090 Wrightsboro Road that is located within the fence of Daniel field at the corner of Damascus and Wrightsboro approximately 15' inside the fence from Wrightsboro Road and approximately 6' inside the fence of Damascus Road. 9 EXHIBIT "B" Site Plan 10 August 18, 2009 Mr. Willis Boshears Director - Daniel Field 1775 Highland Avenue Augusta, GA 30904 Dear Buster: office of The Administrator Frederick l. Russell, Administrator Tameka Allen, Interim DepU1)' Administrator Robert Leverett, Interim Deputy Administrator Room 801 - Municipal Building 530 Greene Street- AUGUSTA, GA. 3.0901 (706) 821-2LWO- FAX (706)821-2819 www.augustaga.gov The Augusta-Richmond County Commission, at their regular meeting held on Tuesday, August 18, 2009, 'approved Valueboards Contract. (Approved by Public Services Committee August 10, 2009) If you have any questions, please contact me. Allen Interim Deputy Administrator cc: Ms. Donna Williams Ms. Geri Sams 08-18-09: #17