HomeMy WebLinkAboutLEASE AGREEMENT BETWEEN AUGUSTA AND JOSEY BISHOP DBA JOEY'S BAIT AND TACKLELOCK AND DAM ROAD LAND LEASE AGREEMENT
THIS AGREEMENT, (the "Agreement ") made this day of ,2012, between Augusta,
Georgia, a political subdivision of the State of Georgia, (hereinafter referred to as "Augusta, Georgia "),
and Joey Bishop, DBA Joey's Bait and Tackle , (hereinafter referred to as "Lessee ":
I. Basic Agreement Information.
(A.) "Premises" shall refer to the approximately one half acre site on Lock and Dam road
formerly occupied by Baurle Bait and Tackle.
(B.) "Rent ": the base rent for the space payable by the Lessee to the Augusta, Georgia
is $ 225.00 per month.
(C.) "Term ": the term of this agreement is to be for a period of sixty (60) months, with an
option to extend for one additional term of sixty (60) months. The Term shall
commence on June 15, 2012 (the
"Commencement Date" and, unless terminated early in accordance with this
Agreement, end on June 14, 2017 (the "Termination Date "). The Augusta,
Georgia and the Lessee have the right to cancel this Agreement upon 60 days
written notice.
(D.) Lessee allowance(s): None.
(E.) "Security Deposit ": None
(F.) "Permitted Use ": Bait and Tackle Shop
(G.) "Notice Addresses ":
Lessee:
On and after the Commencement Date, notices shall be sent to Lessee at the
Premises. Prior to the Commencement Date, notices shall be sent to Lessee at the
following address:
Augusta, Georgia:
Augusta, Georgia
c/o Geri A. Sams, Director
Procurement Department
530 Greene St.
Room 605
Augusta, GA 30911
(H.) Rent (defined in Article I.C) is payable to the order of Augusta Georgia at the
following address: Finance Department, 530 Greene Street, Room 105 Augusta,
GA 30901.
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(I.) "Business Day(s)" are to be Monday thru Sunday as presented in the Lessee's
response to RFP # 12 -115.
(J.) "Augusta, Georgia Work" means the work, if any, that Augusta, Georgia is obligated
to perform in the Premises.
(K.) "Law(s)" means all applicable statutes, codes, ordinances, orders, rules and
regulations of any municipal or governmental entity.
(L.) "Normal Business Hours" are to be 5:30 AM to 7:00 PM as presented in the
Lessee's response to RFP # 12 -115.
(M.) "Property" means the approximately one -half acre plot of land parcel of land shown
in Exhibit I.
II. Rent.
As consideration for this Agreement, Lessee shall pay Augusta, Georgia, without any setoff
or deduction, the total amount of Rent due for the Term. Rent and any other charges shall be due
and payable in advance on the first day of each calendar month without notice or demand,
provided that the installment of Rent for the first full calendar month of the Term shall be payable
upon the execution of this Agreement by Lessee. All other items of Rent shall be due and payable
by Lessee on or before the 10 day of each month. All payments of Rent shall be by good and
sufficient check or by other means (such as automatic debit or electronic transfer) acceptable to
Augusta, Georgia. If Lessee fails to pay any item or installment of Rent when due, Lessee shall
pay Augusta, Georgia an administration fee equal to 5% of the past due Rent, provided that
Lessee shall be entitled to a grace period of 5 days for the first 2 late payments of Rent in a given
calendar year. If the Term commences on a day other than the first day of a calendar month or
terminates on a day other than the last day of a calendar month, the monthly Rent for the month
shall be prorated based on the number of days in such calendar month. Augusta, Georgia's
acceptance of less than the correct amount of Rent shall be considered a payment on account of
the earliest Rent due. No endorsement or statement on a check or letter accompanying a check
or payment shall be considered an accord and satisfaction, and either party may accept the check
or payment without prejudice to that party's right to recover the balance or pursue other available
remedies. Lessee's covenant to pay Rent is independent of every other covenant in this
Agreement.
III. Compliance with Laws; Use.
The Premises shall be used only for the Permitted Use and for no other use whatsoever.
Lessee shall not use or permit the use of the Premises for any purpose which is illegal, dangerous
to persons or property. Lessee shall comply with all Laws, including the Americans with
Disabilities Act, regarding the operation of Lessee's business and the use, condition, configuration
and occupancy of the Premises. Lessee, within ten (10) days after receipt, shall provide Augusta,
Georgia with copies of any notices it receives regarding a violation or alleged violation of any
Laws. The Lessee is responsible for obtaining and maintaining all licenses, permits and payments
of all fees and taxes required for their operations by Federal, State and Local Laws.
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IV. Security Deposit.
None.
Services to be Furnished by Augusta, Georgia.
None.
VI. Leasehold Improvements.
A. The Lessee shall be responsible for providing all improvements to the premises,
including, but not limited to structures, site preparation, paving, utility connections,
and trash service.
B. The Lessee shall provide all equipment, material and personnel for construction.
C. Any and all construction or modifications to the premises must be submitted to the
Augusta, Georgia for approval prior.
D. Augusta, Georgia, by written notice to Lessee within 30 days prior to the
Termination Date, may require Lessee to remove, at Lessee's expense any
Leasehold Improvements that have been installed, constructed, or placed on the
property by or for the benefit of Lessee.
VII. Repairs and Alterations.
NOT USED
VIII. Use of Electrical Services by Lessee.
NOT USED
IX. Entry by Augusta, Georgia.
Augusta, Georgia, its agents, contractors and representatives may enter the Premises to
inspect for compliance with the terms of this agreement. Augusta, Georgia shall provide Lessee
with reasonable prior notice of entry into the Premises, which may be given orally to the entity
occupying the Premises. Entry by Augusta, Georgia shall not constitute constructive eviction or
entitle Lessee to an abatement or reduction of Rent.
X. Assignment and Subletting.
Lessee shall not assign, sublease, transfer or encumber any interest in this Agreement or
allow any third party to use any portion of the Premises (collectively or individually, a "Transfer ")
without the prior written consent of Augusta, Georgia.
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XI. Liens.
Lessee shall not permit mechanic's or other liens to be placed upon the Property, Premises
or Lessee's leasehold interest in connection with any work or service done or purportedly done by
or for benefit of Lessee or Lessee's subLessee. If a lien is so placed, Lessee shall, within 10 days
after the date Lessee becomes aware of the filing of the lien or within 10 days of notice from
Augusta, Georgia of the filing of the lien, whichever is first, fully discharge the lien by settling the
claim which resulted in the lien or by bonding or insuring over the lien in the manner prescribed by
the applicable lien Law. Unless Augusta, Georgia gave Lessee notice of the lien, Lessee shall
promptly give Augusta, Georgia notice of the lien after becoming aware of same. If Lessee fails to
discharge the lien, then, in addition to any other right or remedy of Augusta, Georgia, Augusta,
Georgia may bond or insure over the lien or otherwise discharge the lien. Lessee shall reimburse
Augusta, Georgia for any amount paid by Augusta, Georgia to bond or insure over the lien or
discharge the lien, including, without limitation, reasonable attorneys' fees (if and to the extent
permitted by Law) within 30 days after receipt of an invoice from Augusta, Georgia.
XII. Indemnity and Waiver of Claims.
A. Except to the extent caused by the negligence or willful misconduct of Augusta,
Georgia or any Augusta, Georgia Related Parties (defined below), Lessee shall
indemnify, defend and hold Augusta, Georgia, its trustees, members, principals,
beneficiaries, partners, officers, directors, employees, Mortgagee(s) (defined in
Article XXVI) and agents ( "Augusta, Georgia Related Parties ") harmless against
and from all liabilities, obligations, damages, penalties, claims, actions, costs,
charges and expenses, including, without limitation, reasonable attorneys' fees and
other professional fees (if and to the extent permitted by Law), which may be
imposed upon, incurred by or asserted against Augusta, Georgia or any of the
Augusta, Georgia Related Parties and arising out of or in connection with any
damage or injury occurring in the Premises or any acts or omissions (including
violations of Law) of Lessee, the Lessee Related Parties (defined below) or any of
Lessee's transferees, contractors or licensees.
B. Augusta, Georgia and the Augusta, Georgia Related Parties shall not be liable for,
and Lessee waives, all claims for loss or damage to Lessee's business or loss, theft
or damage to Lessee's Property or the property of any person claiming by, through
or under Lessee. Lessee shall insure itself against such losses under Article XIII
below.
XIII. Insurance.
Lessee shall carry and maintain the following insurance ( "Lessee's Insurance "), at its sole
cost and expense: (1) Commercial General Liability Insurance applicable to the Premises and its
appurtenances providing, on an occurrence basis, a minimum combined single limit of
$1,000,000.00; (2) All Risk Property /Business Interruption Insurance, including flood and
earthquake, written at replacement cost value and with a replacement cost endorsement covering
all of Lessee's trade fixtures, equipment, furniture and other personal property within the Premises
( "Lessee's Property "); (3) Workers' Compensation Insurance as required by the state in which the
Premises is located and in amounts as may be required by applicable statute; and (4) Employers
Liability Coverage of at least $1,000,000 per occurrence. Any company writing any of Lessee's
Insurance shall have an A.M. Best rating of not Tess than A -VIII. All Commercial General Liability
Insurance policies shall name Lessee as a named insured and Augusta, Georgia (or any
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successor), and their respective members, principals, beneficiaries, partners, officers, directors,
employees, agents, and other designees of as the interest of such designees shall appear, as
additional insured. All policies of Lessee's Insurance shall contain endorsements that the
insurer(s) shall give Augusta, Georgia and its designees at least 30 days' advance written notice of
any change, cancellation, termination or lapse of insurance. Lessee shall provide Augusta,
Georgia with a certificate of insurance evidencing Lessee's Insurance prior to the earlier to occur
of the Commencement Date or the date Lessee is provided with possession of the Premises for
any reason, and upon renewals at least 15 days prior to the expiration of the insurance coverage.
So long as the same is available at commercially reasonable rates, Augusta, Georgia shall
maintain so called All Risk property insurance on the Building at replacement cost value, as
reasonably estimated by Augusta, Georgia. Except as specifically provided to the contrary, the
limits of either party's' insurance shall not limit such party's liability under this Agreement.
XIV. Subrogation.
Notwithstanding anything in this Agreement to the contrary, Augusta, Georgia and
Lessee hereby waive and shall cause their respective insurance carriers to waive any and
all rights of recovery, claim, action or causes of action against the other and their
respective trustees, principals, beneficiaries, partners, officers, directors, agents, and
employees, for any loss or damage that may occur to Augusta, Georgia or Lessee or any
party claiming by, through or under Augusta, Georgia or Lessee, as the case may be, with
respect to Lessee's Property, the Building, the Premises, any additions or improvements
to the Building or Premises, or any contents thereof, including all rights of recovery,
claims, actions or causes of action arising out of the negligence of Augusta, Georgia or
any Augusta, Georgia Related Parties or the negligence of Lessee or any Lessee Related
Parties, which loss or damage is (or would have been, had the insurance required by this
Agreement been carried) covered by insurance.
XV. Casualty Damage.
Lessee is not entitled to abatement of rent for any casualty damage to leashold
improvements.
XVI. Condemnation.
Either party may terminate this Agreement if the whole or any material part of the Premises
shall be taken or condemned for any public or quasi - public use under Law, by eminent domain or
private purchase in lieu thereof (a "Taking "). In order to exercise its right to terminate the
Agreement, Augusta, Georgia or Lessee, as the case may be, must provide written notice of
termination to the other within forty five (45) days after the terminating party first receives notice of
the Taking. Any such termination shall be effective as of the date the physical taking of the
Premises or the portion of the Building or Property occurs. Rent for any portion of the Premises
taken or condemned shall be abated during the unexpired Term of this Agreement effective when
the physical taking of the portion of the Premises occurs. All compensation awarded for a Taking,
or sale proceeds, shall be the property of Augusta, Georgia, any right to receive compensation or
proceeds being expressly waived by Lessee. However, Lessee may file a separate claim at its
sole cost and expense for Lessee's Property and Lessee's reasonable relocation expenses,
provided the filing of the claim does not diminish the award which would otherwise be receivable
by Augusta, Georgia.
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XVII. Events of Default.
Lessee shall be considered to be in default of this Agreement upon the occurrence of any
of the following events of default:
A. Lessee's failure to pay when due all or any portion of the Rent, if the failure
continues for three (3) days after written notice to Lessee ( "Monetary Default ").
B. Lessee's failure (other than a Monetary Default) to comply with any term, provision
or covenant of this Agreement, if the failure is not cured within ten (10) days after
written notice to Lessee. However, if Lessee's failure to comply cannot reasonably
be cured within ten (10) days, Lessee shall be allowed additional time (not to
exceed sixty (60) days) as is reasonably necessary to cure the failure so long as:
(1) Lessee commences to cure the failure within 10 days, and (2) Lessee diligently
pursues a course of action that will cure the failure and bring Lessee back into
compliance with the Agreement. However, if Lessee's failure to comply creates a
hazardous condition, the failure must be cured immediately upon notice to Lessee.
In addition, if Augusta, Georgia provides Lessee with notice of Lessee's failure to
comply with any particular term, provision or covenant of the Agreement on three
(3) occasions during any twelve (12) month period, Lessee's subsequent violation of
such term, provision or covenant shall, at Augusta, Georgia's option, be an
incurable event of default by Lessee.
C. Lessee or any Guarantor becomes insolvent, makes a transfer in fraud of creditors
or makes an assignment for the benefit of creditors, or admits in writing its inability
to pay its debts when due.
D. The premises is taken by process or operation of Law.
E. Lessee is in default beyond any notice and cure period under any other Agreement
or agreement with Augusta, Georgia, including, without limitation, any Agreement or
agreement for parking.
XVIII. Remedies.
A. Upon any default, Augusta, Georgia shall have the right without notice or demand
(except as provided in Article XIX) to pursue any of its rights and remedies at Law
or in equity, including any one or more of the following remedies:
1. Terminate this Agreement, in which case Lessee shall immediately
surrender the Premises to Augusta, Georgia. If Lessee fails to surrender the
Premises, Augusta, Georgia may, in compliance with applicable Law and
without prejudice to any other right or remedy, enter upon and take
possession of the Premises and expel and remove Lessee, Lessee's
Property and any party occupying all or any part of the Premises. Lessee
shall pay Augusta, Georgia on demand the amount of all past due Rent and
other losses and damages which Augusta, Georgia may suffer as a result of
Lessee's default, whether by Augusta, Georgia's inability to re -let the
Premises on satisfactory terms or otherwise, including, without limitation, all
Costs of Re- letting (defined below) and any deficiency that may arise from
re- letting or the failure to re -let the Premises. "Costs of Re- letting" shall
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include all costs and expenses incurred by Augusta, Georgia in re- letting or
attempting to re -let the Premises, including, without limitation, reasonable
legal fees, brokerage commissions, the cost of alterations and the value of
other concessions or allowances granted to a new Lessee.
2. Terminate Lessee's right to possession of the Premises and, in compliance
with applicable Law, expel and remove Lessee, Lessee's Property and any
parties occupying all or any part of the Premises. Augusta, Georgia may
(but shall not be obligated to) re -let all or any part of the Premises, without
notice to Lessee, for a term that may be greater or less than the balance of
the Term and on such conditions (which may include concessions, free rent
and alterations of the Premises) and for such uses as Augusta, Georgia in
its absolute discretion shall determine. Augusta, Georgia may collect and
receive all rents and other income from the re- letting. Lessee shall pay
Augusta, Georgia on demand all past due Rent, all Costs of Re- letting and
any deficiency arising from the re- letting or failure to re -let the Premises.
Augusta, Georgia shall not be responsible or liable for the failure to re -let all
or any part of the Premises or for the failure to collect any Rent. The re-
entry or taking of possession of the Premises shall not be construed as an
election by Augusta, Georgia to terminate this Agreement unless a written
notice of termination is given to Lessee.
B. Unless expressly provided otherwise in this Agreement, the repossession or re-
entering of all or any part of the Premises shall not relieve Lessee of its liabilities
and obligations under the Agreement. No right or remedy of Augusta, Georgia shall
be exclusive of any other right or remedy. Each right and remedy shall be
cumulative and in addition to any other right and remedy now or subsequently
available to Augusta, Georgia at Law or in equity. Forbearance by Augusta,
Georgia to enforce one or more of its remedies shall not constitute a waiver of any
default.
XIX. Limitation of Liability.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
AGREEMENT, THE LIABILITY OF AUGUSTA, GEORGIA (AND OF ANY SUCCESSOR
AUGUSTA, GEORGIA) TO LESSEE SHALL BE LIMITED TO THE INTEREST OF AUGUSTA,
GEORGIA IN THE PROPERTY. LESSEE SHALL LOOK SOLELY TO AUGUSTA, GEORGIA'S
INTEREST IN THE PROPERTY FOR THE RECOVERY OF ANY JUDGMENT OR AWARD
AGAINST AUGUSTA, GEORGIA. NEITHER AUGUSTA, GEORGIA NOR ANY AUGUSTA,
GEORGIA RELATED PARTY SHALL BE PERSONALLY LIABLE FOR ANY JUDGMENT OR
DEFICIENCY. BEFORE FILING SUIT FOR AN ALLEGED DEFAULT BY AUGUSTA, GEORGIA,
LESSEE SHALL GIVE AUGUSTA, GEORGIA AND THE MORTGAGEE(S) (DEFINED IN
ARTICLE XXVI BELOW) WHOM LESSEE HAS BEEN NOTIFIED HOLD MORTGAGES
(DEFINED IN ARTICLE XXVI BELOW) ON THE PROPERTY, BUILDING OR PREMISES,
NOTICE AND REASONABLE TIME TO CURE THE ALLEGED DEFAULT.
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XX. No Waiver.
Either party's failure to declare a default immediately upon its occurrence, or delay in taking
action for a default shall not constitute a waiver of the default, nor shall it constitute an estoppel.
Either party's failure to enforce its rights for a default shall not constitute a waiver of its rights
regarding any subsequent default.
XXI. Quiet Enjoyment.
Lessee shall, and may peacefully have, hold and enjoy the Premises, subject to the terms of
this Agreement, provided Lessee pays the Rent and fully performs all of its covenants and
agreements.
XXII. Holding Over.
Except for any permitted occupancy by Lessee under Article I,(F), if Lessee fails to
surrender the Premises at the expiration or earlier termination of this Agreement, occupancy of the
Premises after the termination or expiration shall be that of a tenancy at sufferance. Lessee's
occupancy of the Premises during the holdover shall be subject to all the terms and provisions of
this Agreement and Lessee shall pay an amount (on a per month basis without reduction for partial
months during the holdover) equal to 150% of the Rent. No holdover by Lessee or payment by
Lessee after the expiration or early termination of this Agreement shall be construed to extend the
Term, to create a tenancy -at -will under applicable law, or prevent Augusta, Georgia from
immediate recovery of possession of the Premises by summary proceedings or otherwise. In
addition to the payment of the amounts provided above, if Augusta, Georgia is unable to deliver
possession of the Premises to a new Lessee, or to perform improvements for a new Lessee, as a
result of Lessee's holdover and Lessee fails to vacate the Premises within fifteen (15) days after
Augusta, Georgia notifies Lessee of Augusta, Georgia's inability to deliver possession, or perform
improvements, Lessee shall be liable to Augusta, Georgia for all damages, including, without
limitation, consequential damages, that Augusta, Georgia suffers from the holdover.
XXIII. Notice.
If a demand, request, approval, consent or notice (collectively referred to as a "notice ")
shall or may be given to either party by the other, the notice shall be in writing and delivered by
hand or sent by registered or certified mail with return receipt requested, or sent by overnight or
same day courier service at the party's respective Notice Address(es) set forth in Article I.(H),
except that if Lessee has vacated the Premises (or if the Notice Address for Lessee is other than
the Premises, and Lessee has vacated such address) without providing Augusta, Georgia a new
Notice Address, Augusta, Georgia may serve notice in any manner described in this Article or in
any other manner permitted by Law. Each notice shall be deemed to have been received or given
on the earlier to occur of actual delivery (which, in the case of hand delivery, may be deemed
"actually delivered" by posting same on the exterior door of the Premises or Augusta, Georgia's
management office, as the case may be) or the date on which delivery is refused, or, if Lessee has
vacated the Premises or the other Notice Address of Lessee without providing a new Notice
Address, three (3) days after notice is deposited in the U.S. mail or with a courier service in the
manner described above. Either party may, at any time, change its Notice Address by giving the
other party written notice of the new address in the manner described in this Article.
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XXIV. Excepted Rights.
This Agreement does not grant any rights to light or air over or about the Premises.
XXV. Surrender of Premises.
At the expiration or earlier termination of this Agreement or Lessee's right of
possession, Lessee shall remove Lessee's Property (defined in Article VI) from the
Premises, and quit and surrender the Premises to Augusta, Georgia. If Lessee fails to
remove any of Lessee's Property within seven (7) days after the termination of this
Agreement or of Lessee's right to possession, Augusta, Georgia, at Lessee's sole cost
and expense, shall be entitled (but not obligated) to remove Lessee's Property without
liability to Augusta, Georgia. Augusta, Georgia shall not be responsible for the value,
preservation or safekeeping of Lessee's Property. Lessee shall pay Augusta, Georgia,
upon demand, the expenses and storage charges incurred for Lessee's Property. In
addition, if Lessee fails to remove Lessee's Property from the Premises or storage, as the
case may be, within thirty (30) days after written notice, Augusta, Georgia may deem all or
any part of Lessee's Property to be abandoned, and title to Lessee's Property shall be
deemed to be immediately vested in Augusta, Georgia.
XXVI. Relationships.
A. The Lessee, nothing herein withstanding, is an independent Vendor to the
Augusta, Georgia.
B. The Augusta, Georgia shall have no direct control over the Lessee or the person(s)
assigned to manage the Lessees operations.
C. Employees of the Lessee, or others while engaged in performing any of the work or
services required by the Lessee, shall not be considered employees of the Augusta,
Georgia.
D. Business Transactions of the Lessee in connection with this contract shall be
conducted only in the name of the Lessee and not in the name of the Augusta,
Georgia. Augusta, Georgia shall be held harmless and in no way at any time be
responsible for receipt of, storage of, or payment for any goods ordered by or
purchased by the Lessee.
E. The Lessee, including personnel employed by or acting for Lessee, shall be
considered as an independent Vendor and not as an employee or agent of Augusta,
Georgia.
F. Augusta, Georgia shall not be liable for any losses suffered by the Lessee,
including damage to Lessee owned structures, equipment, pecuniary losses, theft,
fire, accident, inventory loss or other.
G. Lessee acknowledges that Augusta, Georgia has no responsibility for, and cannot
and does not guarantee, the financial success or profitability of the Lessee's
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operation.
XXVII. Employees
NOT USED
XXVIII. Employee Conflict of Interest.
It shall be unethical for any City of Augusta business to participate, directly or indirectly, in
a procurement contract when the employee or official knows that:
A. The employee or official or any member of the employee's or official's immediate
family has a substantial interest or financial interest pertaining to the procurement
contract, except the purchase of goods and services from businesses which a
member of the Commission or other City of Augusta employee is authorized per
O.C.G.A. 36 -1 -4, or the procurement contract is awarded pursuant to O.C.G.A 45-
10-22 and 45- 10 -24, or the transaction is excepted from said restrictions by
O.C.G.A 45- 10 -25.
B. Any other person, business or organization with whom the employee or official, or
any member of an employee's or official's immediate family is negotiating, or has an
arrangement concerning prospective employment is involved in the procurement
contract.
Any employee or official, or any member of an employee's or official's immediate family
who holds a substantial interest or financial interest in a disclosed blind trust shall not be deemed
to have a conflict of interest with regard to matters pertaining to that substantial interest or financial
interest.
XXIX. Miscellaneous.
A. All claims, disputes or other matters in question between the Augusta, Georgia and
the Lessee arising out of, or relating to this Agreement, or the breach thereof shall
be decided in the Superior Court of Richmond County, Georgia. The Lessee, by
executing this Agreement, specifically consents to jurisdiction and venue in
Richmond County and waives any right to contest the jurisdiction and venue in the
Superior Court of Richmond County Georgia.
B. Lessee shall not record this Agreement or any memorandum without Augusta,
Georgia's prior written consent.
C. If any term or provision of this Agreement shall to any extent be invalid or
unenforceable, the remainder of this Agreement shall not be affected, and each
provision of this Agreement shall be valid and enforced to the fullest extent
permitted by Law. The headings and titles to the Articles and Sections of this
Agreement are for convenience only and shall have no effect on the interpretation
of any part of the Agreement.
D. Whenever a period of time is prescribed for the taking of an action by Augusta,
Georgia or Lessee, the period of time for the performance of such action shall be
extended by the number of days that the performance is actually delayed due to
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strikes, acts of God, shortages of labor or materials, war, civil disturbances and
other causes beyond the reasonable control of the performing party ( "Force
Majeure"). However, events of Force Majeure shall not extend any period of time
for the payment of Rent or other sums payable by either party or any period of time
for the written exercise of an option or right by either party.
E. Augusta, Georgia shall have the right to transfer and assign, in whole or in part, all
of its rights and obligations under this Agreement and in the Property referred to
herein, and upon such transfer Augusta, Georgia shall be released from any further
obligations hereunder, and Lessee agrees to look solely to the successor in interest
of Augusta, Georgia for the performance of such obligations.
F. Lessee covenants, warrants and represents that: (1) each individual executing,
attesting and /or delivering this Agreement on behalf of Lessee is authorized to do
so on behalf of Lessee; (2) this Agreement is binding upon Lessee; and (3) Lessee
is duly organized and legally existing in the state of its organization and is qualified
to do business in the state in which the Premises are located. If there is more than
one Lessee, or if Lessee is comprised of more than one party or entity, the
obligations imposed upon Lessee shall be joint and several obligations of all the
parties and entities. Notices, payments and agreements given or made by, with or
to any one person or entity shall be deemed to have been given or made by, with
and to all of them.
G. Time is of the essence with respect to payment of Rent and Lessee's exercise of
any expansion, renewal or extension rights granted to Lessee. This Agreement
shall create only the relationship of Augusta, Georgia and Lessee between the
parties, and not a partnership, joint venture or any other relationship. This
Agreement and the covenants and conditions in this Agreement shall inure only to
the benefit of and be binding only upon Augusta, Georgia and Lessee and their
permitted successors and assigns.
H. The expiration of the Term, whether by lapse of time or otherwise, shall not relieve
either party of any obligations which accrued prior to or which may continue to
accrue after the expiration or early termination of this Agreement. Without limiting
the scope of the prior sentence, it is agreed that Lessee's obligations under this
agreement shall survive the expiration or early termination of this Agreement.
I. Augusta, Georgia has delivered a copy of this Agreement to Lessee for Lessee's
review only, and the delivery of it does not constitute an offer to Lessee or an
option. This Agreement shall not be effective against any party hereto until an
original copy of this Agreement has been signed by such party and further, this
Agreement shall be contingent upon Commission approval, and shall become
effective upon the date of signature of both parties and shall remain in force until
amended, terminated, replaced by mutual agreement, or until superseded by
executive or Commission action.
J. All understandings and agreements previously made between the parties are
superseded by this Agreement, and neither party is relying upon any warranty,
statement or representation not contained in this Agreement. This Agreement may
be modified only by a written agreement signed by Augusta, Georgia and Lessee.
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K. Augusta, Georgia furnishes no signage. Any signage installed by the Lessee must
be in compliance with all applicable codes, ordinances and regulations.
L. Products: All items for re -sale are the responsibility of the Lessee. The Augusta,
Georgia assumes no responsibility for quality of product or theft of products for
resale.
M. No alcoholic beverages or tobacco products may be sold.
N. Augusta, Georgia shall have the right to transfer and assign, in whole or in part, all
of its rights and obligations under this Agreement and in the Property referred to
herein, and upon such transfer Augusta, Georgia shall be released from any further
obligations hereunder, and Lessee agrees to look solely to the successor in interest
of Augusta, Georgia for the performance of such obligations.
XXX. Entire Agreement.
This Agreement constitutes the entire agreement between the parties and supersedes all
prior agreements and understandings related to the Premises, including all proposals, letters of
intent and other documents.
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IN WITNESS WHEREOF said Augusta, Georgia and Lessee have hereunto set their hands in
duplicate, the day and year first above written.
AUGUSTA, GEORGIA:
Augusta, Georgia
By:
Title: Mayor
Attest/AI _ j
Title: Clerk of Commission
14 of 14
Joe y s 5,44 t Tickle
By:
Title: aA/ne
Attest:
Title:
4 /'
[SEAL]
NataP)/ Pun C bia County (;a.
My Commission ii - as 03- 04 -2U16