HomeMy WebLinkAboutMorris Communications Corporation
Augusta Richmond GA
DOCUMENT NAME: ('(\o'(n'S, CcxYJIYUO\ CDtICJ1s CoIf?J'(OJ-\\.<:Yj
DOCUMENT TYPE: Le.. Q CS~
YEAR: Ci G
BOX NUMBER: D'd
FILE NUMBER: \~~~q
NUMBER OF PAGES: ~
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STATE OF GEORGIA
LEASE
,
RICHMOND COUNTY
THIS LEASE AGREEMENT, made and entered into, tJs /1:15 day of
December, 1996, by and between Richmond County, Georgia, a political subdivision
of the State of Georgia and successor by consolidation to The City Council of
Augusta, Georgia, acting by and through the Augusta Aviation Commission,
hereinafter called "Lessor", and MORRIS COMMUNICATIONS CORPORATION, a corporation
organized and existing under the laws of the State of Georgia, hereinafter called
"Lessee" .
WIT N E SSE T H
WHEREAS, Lessor is the owner of Bush Field, Augusta Municipal Airport (the
"Airport"), which is under the direction and control of the Lessor, said Bush
Field being located in the County of Richmond, State of Georgia; and
WHEREAS, the Lessor wishes to enter into a Lease for a certain portion of
the Airport premises in the interest of furthering and carrying out its purpose
of the operation of the Airport and in the promotion of aviation in the interest
of the public, and the Lessee desires to obtain a Lease for certain premises of
the Airport as hereinafter described and to terminate an existing lease at the
Airport to Southeastern Newspapers Corporation, a subsidiary of Lessee.
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. 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 "Leased Premises")
2. Term. Lessor hereby rents, leases and lets unto Lessee, and Lessee
hereby rents and leases from Lessor, for the rental and upon and subject to the
terms and conditions set forth herein, the property described and set forth on
Exhibit "A" for an initial term of twenty (20) years, commencing upon substantial
completion of the Hangar as hereinafter provided. This lease shall, however, for
all other purposes set forth herein, be effective upon execution by the parties.
Lessee shall have an option to renew this Lease for an additional
term of ten (10) years. The option must be exercised by written notice to Lessor
given not less than six (6) months before the termination of the initial term.
This Lease shall create a usufruct only and not an estate for years.
3. Demolition. Lessor shall demolish and remove the existing
improvements on Hangar No.2, including the paving. Such demolition work shall
begin immediately and shall proceed with due diligence until the work is
completed and all debris removed from the Leased Premises, Lessor shall prepare
a detailed account of all reasonable direct costs and expenses of such demolition
and removal and provide a copy to Lessee.
Subj ect to delays beyond Lessor's control, the demolition and
clearing shall be completed by December 31, 1996.
4. Construction. Lessee shall construct a new aircraft hangar on the
Leased Premises, which shall be a building approximately one hundred forty-five
(145) feet by one hundred twenty-two (122) feet, with a ceiling height in the
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aircraft storage area of not less than required to accommodate a Gulfstream II
aircraft (the "Hangar"). The Hangar shall also include other improvements,
including space for aircraft repair and maintenance, offices and passenger
waiting area, as shown on the attached sketch marked Exhibit "B". Lessee shall
design the hangar and specifications; provided, however, Lessor (through the
Aviation Commission) shall have the right to approve the design and
specifications, which approval shall not be unreasonably withheld.
The construction work shall begin upon completion of the demolition
and removal required by Paragraph 3 hereof and shall proceed with due diligence
until completed.
Promptly upon completion of the Hangar, Lessor agrees to reimburse
Lessee for all reasonable direct Construction Costs (as hereinafter defined) upon
receipt from Lessee of a detailed account of such costs of construction and
expenses, plus costs of architectural and engineering fees previously paid by
Lessee.
For purposes of this Paragraph, the terms "costs of construction and
"Construction Costs" shall include:
(a) all sums paid by the Lessee for
utilities, equipment rental, permits and services utilized
construction of the Hangar pursuant to above-referenced plans
and
labor, materials,
or provided in the
and specifications;
(b) all sums paid by the Lessor (not to exceed $15,500) or by
Lessee for architectural and engineering services heretofore or hereafter
provided in the design of said Hangar or in connection with supervision of the
construction of the same together with any and all other services reasonably
required to be provided by the architect or engineer employed by Lessee in
connection with the construction of said Hangar including specifically but not
exclusively the solicitation and evaluation of bids for such construction and the
obtaining of the necessary certificate of occupancy; and
(c) any other fees and expenses reasonably required to be paid
by Lessee in connection with the completion of construction of said Hangar; and
Said Construction Costs, exclusive of interest, shall not exceed
$1,500,000.00 without the mutual written consent of the parties hereto. In the
event that Lessee in good faith concludes that the cost of construction will
exceed $1,500,000.00, the parties hereto shall confer with the architect and
agree upon reasonable modifications to the plans and specifications which will
reduce the Construction Costs so as to not exceed such maximum limit set forth
herein without unreasonably restricting the ability of the Lessee to utilize said
Hangar for the purposes intended.
The sum of the demolition and removal costs, as provided in Paragraph 3,
and the Construction Costs shall be the basis for the computation of the rental
payments.
5. Rental. During the initial term, Lessee agrees to pay Lessor as
monthly rental during the first two hundred forty (240) months of the term of
this Lease a sum sufficient to amortize the costs incurred pursuant to Paragraphs
3 and 4 hereof, together with interest from the date possession of the Leased
Premises is delivered to Lessee at the rate equal to 5.718%, plus an additional
Five Hundred ($500) Dollars per month as the agreed lease value of the land; if
the option to renew is exercised, monthly rental during the one hundred twenty
(120) months of the option term hereof shall be twenty-five per cent (25%) of the
base amount during the initial term. Monthly payments shall be made no later
than the tenth (lOth) day of the month for the month in which said rental is due.
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6. Interest; Attorney's Fees. Any rental payment or other payment
required to be paid by Lessee hereunder, if not paid within 5 days of the due
date, shall bear interest from the date the same became due until the date
payment is received by Lessor at the rate of 1.5% per month (18% per annum). If
Lessee fails to pay any rental payment or any other payment required to be paid
by Lessee hereunder and the same is collected through the services of an attorney
at law, Lessee shall pay to Lessor attorneys' fees in the amount of 15% of the
total amount due from Lessee and all reasonable expenses of litigation.
7. Utilities. Lessee shall pay all charges for electricity, gas, water,
telephone, 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.
8. Use of the Premises. Lessee shall use the Premises herein leased
only for the purpose of storing, dispatching, repairing and receiving aircraft
owned, leased, rented or otherwise under the direct control of the Lessee or
Lessees guests and used for providing service to the Lessee, its affiliates and
guests. The intent of this Agreement shall not be construed as authorizing the
conduct of a commercial business or providing service to others (except guests)
on the Leased Premises by Lessee or other persons. Lessee's occupancy and use
of the Premises herein leased shall at all times be conducted in such a manner
as not to create a hazard or limit the use of the Airport by others.
9. Repairs and Maintenance. Lessee shall maintain the exterior surfaces
of the Premises. Lessee agrees to maintain all interior areas of the Leased
Premises, including any alterations, additions and changes made by Lessee as
provided in Paragraph 10 hereof, in a condition comparable to that when initially
constructed, normal wear and tear excepted.
10. Alterations, Additions and Chanqes. Lessee shall not, without the
prior written consent of Lessor, make any alterations, changes or additions,
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.
11. Title to Equipment and Improvements. It is mutually understood and
agreed that title to the Hangar, and all 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 this Agreement shall remain the
property of the Lessor and that fee simple title to the same shall be vested in
Lessor. Equipment, furnishings and trade equipment shall remain the property of
the Lessee and shall be removed within ten (10) days after the expiration of the
term or any renewal hereof provided that the Lessee shall repair and restore any
damage to the Leased Premises occasioned by such removal. If at the expiration
of said ten (10) days such equipment, furnishings and trade equipment have not
been removed from the Leased Premises, same shall become the property of Lessor.
12. Inspection by Lessor. Lessor, its authorized officers, employees,
agents or representatives shall have the right to enter upon the 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.
13. Taxes. Lessee shall pay all personal property taxes which may be
assessed against its equipment or other property located on or about the Leased
Premises and any fees or other taxes which may be imposed or assessed against
Lessee or its leasehold interest.
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14. Rules and Requlations. Lessee agrees that use of the Leased Premises
shall be conducted in compliance with all local, state and federal laws,
including but not limited to those of, or administered by, the Federal Aviation
Administration or its successor, rules and regulations of the Airport, the
ordinances of Augusta-Richmond County (including those ordinances in the Code of
the City of Augusta and the Richmond County Code, as applicable), the rules and
regulations of the Augusta-Richmond County Commission, and all rules and
regulations of Lessor. It is understood and agreed that Lessor shall furnish a
Manager of Bush Field Airport who at all times will be in full and complete
charge of said Airport. 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 or the Hangar based ~n environmental requirements.
15. 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 agreement to the end of the Lease Term, including reasonable attorney's fees
and expenses of litigation incurred by Lessor in connection therewith. 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 $5,000,000.00 for
personal injury (including death) per person and $5,000,000.00 per occurrence,
and not less than $250,000.00 for property damage.
16. Fire and Other Casualty. Lessee shall purchase and maintain in
effect during the term of this Lease Agreement, and 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 extended coverage to all alterations, modifications and
improvements made by Lessee, which policies shall be in an amount equal and
sufficient, subject to approval by Lessor, to cover the value of the alterations,
modifications and improvements. Lessee shall increase the insurance coverage in
an amount equal and sufficient to cover the value of any additional alterations,
modifications or improvements on the' demised premises, in the event additional
alterations, modifications or improvements are made during the term, or any
extension or renewal, of this lease agreement.
All policies providing insurance coverage required to be maintained by
Lessee hereunder shall list Lessor, the Augusta-Richmond County Commission,
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
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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 duplicate copies thereof,
shall be provided to Lessor by Lessee.
The cost of premiums for all policies of insurance required by this Lease
Agreement shall be paid by Lessee.
Lessee or its contractor shall.furnish builders risk insurance during the
period of construction, as provided in Paragraph 4 hereof, which shall insure the
contractor, Lessor and Lessee, as their interests may appear.
The fire and extended coverage insurance (other than the builder's risk
insurance) shall be in an amount not less than the construction costs incurred
pursuant to Paragraph 4 hereof.
If the improvements to be constructed on the Leased Premises shall 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 Agreement. 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.
17. Assiqnments. Lessee shall not, without the prior written consent of
the Lessor, assign this Lease or any interest thereunder, sublet the Premises or
any part thereof or permit the use of the 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.
18. 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 for~hwith 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.
19. Ouiet Eniovrnent. Inqress and Eqress. 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.
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.
20. Miscellaneous.
20.1 Notices. All notices, demands, and
required to be given by either Lessor or Lessee to the
and shall be deemed to have been properly given when
registered or certified mail (with return receipt
follows:
requests which mayor are
other shall be in writing
sent postage pre-paid by
requested) addressed as
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. .
.
If intended for Lessee:
MORRIS COMMUNICATIONS CORPORATION
725 BROAD STREET
AUGUSTA, GEORGIA 30901
If intended for Lessor:
AUGUSTA AVIATION COMMISSION
BUSH FIELD AIRPORT
1501 AVIATION WAY
AUGUSTA, GEORGIA 30906-9600
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.
20.2 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 Aviation Commission, the Augusta-
Richmond County Commission and their members, officers, agents, servants,
employees and successors in office.
20.3 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,
20.4 Governing Law. This Agreement shall be governed and
interpreted by the laws of the state of Georgia.
21. Entire Aqreement. 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 compliance with the
terms hereof. .
22. 1982 Lease. Southeastern Newspapers Corporation (referred to as
"Southeastern Newspapers, Inc." in the 1982 lease described below), a subsidiary
of Lessee, joins in the execution hereof solely to evince the fact that the
Lessor and Southeastern have agreed upon the termination of the Lease of December
1, 1982, as renewed through November 30, 2002. The termination of the 1982 lease
shall be effective on the date ten (10) days after the Hangar described in
Paragraph 4 hereof is delivered to Morris Communications Corporation.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be
executed, the day and year first above writt
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By:
As its:
ft
SOUTHEASTERN
By:
As its:
(As to the provisions of Paragraph 22 only)
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