HomeMy WebLinkAboutREVOCABLE LICENSE AGREEMENT STATE PROPERTIESASTER RECORDING, PLEASE
RETURN TO:
AUGUSTA LAW DEPARTMENT
520 Greene Street
AUGUSTA, GA 30901 -4415 KEC
STATE OF GEORGIA,
COUNTY OF FULTON:
2012048500 Augusta - Richmond County
No. Z. of 2 Executed Original Counterparts
COUNTERPART OF / c e ✓15 e e
SPC No. 605.127RLA
NOV 0 5 2012
REVOCABLE LICENSE AGREEMENT 01 1 0 9 9
REAL. PROPERTY RECORDS
This REVOCABLE LICENSE AGREEMENT, hereinafter referred to as "Agreement ", is made this
/ day of ,V o v em b e r , 2012, date of this Agreement, by and between the STATE
PROPERTIES COMMISSION, a public body within the Executive Branch of the State
government of Georgia, whose address for purposes of this Agreement is 47 Trinity Avenue, Suite
G02, Atlanta, Georgia 30334, ATTENTION: Executive Director, Party of the First Part, hereinafter
referred to as "Licensor ", and AUGUSTA, GEORGIA, whose address for purposes of this
Agreement is 530 Greene Street, Suite 806, Augusta, Georgia 30901, Party of the Second Part,
hereinafter referred to as "Licensee".
WITNESSETHTHAT:
1.
USAGE, ABBREVIATIONS AND DEFINITIONS
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$0.00 AGREEMENT
1111111 Ell iill Iilii m11 lIlI IlII I11111II Ii
RECORDED
STATE PROPERTIES COMMISSION
1.1 As used in this Agreement, the following words, terms, and abbreviations set forth in this
section numbered 1 refer to, or mean, or include in their meaning, the following:
1.1.1 The word "Licensor" means the State Properties Commission and includes in its
meaning the words "its members, officers and employees ".
1.1.2 The word "Licensee" includes in its meaning the words "its officers, employees,
representatives and agents ".
1.1.3 The words "revocable license" shall mean "the granting, subject to certain terms and
conditions contained in a written Revocable License Agreement, to a named person or
persons (Licensee), and to that person or persons only, of a revocable personal privilege to
use a certain described parcel or tract of property to be known as the Licensed Premises for
a named purpose. Regardless of any and all improvements and investments made,
consideration paid, or expenses and harm incurred or encountered by the Licensee, a
revocable license shall not confer upon the Licensee any right, title, interest, or estate in the
Licensed Premises, nor shall a revocable license confer upon the Licensee a license coupled
with an interest or an easement. A revocable license may be revoked, canceled, or
terminated, with or without cause, at any time by the licensor (commission) ". OCGA § 50-
16- 31(10).
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1.1.4 The term "Revocable License Agreement" means both this Agreement and "a
written instrument which embodies a revocable license and which sets forth the name of the
parties thereto and the terms and conditions upon which the revocable license is granted ".
OCGA § 50 -16- 31(11).
1.2 All words used in this Agreement include in their meaning the masculine, feminine, and
neuter gender; singular and plural number; and present, past and future tense; and all
appropriate grammatical adjustments shall be assumed as though in each case fully
expressed.
1.3 For convenience, when referring herein to either Licensor or Licensee, the third person,
neuter gender "it" is used,
2.
LICENSED PREMISES
Licensor, for and in consideration of the payment by Licensee to Licensor of the sum of $650.00,
hereby grants to Licensee, and Licensee hereby accepts from Licensor, a revocable license to the
extent the State's title permits and subject to the terms, conditions, and provisions of this Agreement
and OCGA § 50- 16 -42, over the following described real property, hereinafter referred to as the
"Licensed Premises ":
That tract, parcel or portion of State owned real property covering approximately
0.26 of one acre situate, lying and being in the 89 G.M. District of Richmond
County, Georgia as shown in yellow highlighting on the survey marked Exhibit "A ",
attached hereto and incorporated by reference herein.
The Licensed Premises is presently under the custody of the Technical College System Of Georgia.
3.
USE OF LICENSED PREMISES
At its sole cost, expense, risk and responsibility, Licensee shall use the Licensed Premises only for
the purpose, and for no other purpose whatsoever, of installing and maintaining a sewer line.
4.
DURATION
4.1 Licensee may use the Licensed Premises during the period beginning on the date hereof and
ending at 12:00 midnight on the third anniversary of the date hereof, for so long as Licensee
uses the Licensed Premises for the purposes permitted in Section 3 above and unless
previously revoked pursuant to Section 5 below. If not previously revoked or terminated,
this Revocable License shall stand revoked, without the necessity of Licensor giving any
notice to Licensee, at 12:00 midnight on the third anniversary of the date hereof.
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4.2 Licensee shall seek passage of a Resolution Act by the 2013 Regular Session of the General
Assembly authorizing the granting by the State, acting by and through the Licensor, of a
permanent nonexclusive easement for the permitted purposes and on similar terms,
conditions and provisions.
5.
REVOCATION
5.1 This Agreement merely grants to Licensee a revocable license as set forth in Subsection
1.1.3 above. Licensee, by its acceptance and execution of this Agreement, hereby
acknowledges and agrees that this Revocable License Agreement does not confer upon
Licensee any right, title, interest, or estate in the Licensed Premises, nor confer upon the
Licensee a license coupled with an interest nor confer upon Licensee an easement in the
Licensed Premises. It is expressly understood and agreed by Licensee that this Agreement
confers upon Licensee, and only Licensee, a mere personal privilege, and that regardless of
any and all improvements and investments made, consideration paid, or expenses and harm
incurred or encountered by Licensee, this Agreement and the privileges hereby conferred
shall be subject to absolute revocation by Licensor, with or without cause, upon notice to
Licensee as set forth in Section 12 below.
5.2 Following revocation, this Agreement and the revocable license contained herein shall
become null and void, and Licensee shall have no right whatsoever to be or remain on the
Licensed Premises or to receive a refund of any consideration or any other monetary
payment. Licensee covenants and agrees, at its sole cost and expense to remove its facilities
from the Licensed Premises and to restore the Licensed Premises to as good or better
condition as when received hereunder. Any property of Licensee remaining on the Licensed
Premises at the end of said License Period shall be deemed abandoned by Licensee and shall
belong to and be the absolute and sole property of the State without further notice, action
taken, instrument or conveyance executed or delivered, and without liability to make
compensation therefore to Licensee or to any other person whomsoever, and shall be free
and discharged from any and every lien, encumbrance, claim and charge of any character
created, or attempted to be created, by Licensee at any time.
6.
DAMAGE TO LICENSED PREMISES AND STATE PROPERTY
Licensee hereby agrees that if any property of the State is damaged as a result of the exercise by
Licensee of the revocable license herein granted, then, at the election of Licensor, Licensee either
shall repair or restore the property or the Licensed Premises, or both, as the case may be, or shall
pay the costs thereof, as determined by Licensor. Licensee shall pay the cost of such repair or
restoration or commence in good faith the repair or restoration within ten (10) days after notice by
Licensor with all repairs or restoration to be completed by Licensee within thirty (30) days
thereafter. Revocation of this Agreement shall not relieve Licensee of its obligation to pay for the
cost of repair or restoration of the damaged property. This general provision is cumulative of all
other remedies Licensor may have, including specific provisions hereof.
Cr:
7.
INDEMNIFICATION
8.
LIABILITY INSURANCE
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The revocable license herein granted to Licensee is to be used and enjoyed at the sole risk of Licensee,
and in consideration of the benefits to be derived here from, Licensee hereby releases, relinquishes and
discharges and agrees to indemnify, protect, save, and hold harmless Licensor and Licensor's officers,
members, employees, agents, and representatives (including the State Tort Claims Trust Fund, the
State Broad Form Employee Liability Fund and the State Authority Operational Liability Trust Fund)
from and against all liabilities, damages, costs and expenses (including all attorney's fees and expenses
incurred by Licensor or any of Licensor's officers, members, employees, agents, and representatives),
causes of action, suits, demands, judgments, and claims of any nature whatsoever (excluding those
based upon the sole negligence of Licensor concerning any activities within the scope of O.C.G.A. §
13- 8 -2(b) relative to the construction, alteration, repair, or maintenance of a building structure,
appurtenances, and appliances, including moving, demolition, and excavating connected therewith),
arising from, by reason of, or in connection with: (a) injury to or death of any person or damage to
property (1) in or on the Licensed Premises (2) in any manner arising from use, non -use or occupancy
by Licensee or any of Licensee's officers, employees, agents, representatives, customers, invitees,
licensees or contractors or (3) resulting from a condition of the Licensed Premises, excluding any
condition of the easement for which Licensor specifically is responsible under this Revocable License
Agreement, if any; (b) violation of any agreement, representation, warranty, provision, term or
condition of this Revocable License Agreement by Licensee or any of Licensee's officers, employees,
representatives, agents or contractors; or (c) violation of any law affecting the Licensed Premises or the
occupancy or use by Licensee of the Licensed Premises. This indemnity extends to the successors and
assigns of Licensee and survives the termination of this Revocable License, and to the extent allowed
by law, the bankruptcy of Licensee. If and to the extent such damage or loss (including costs and
expenses) as covered by this indemnification is paid by the above - referenced or other State self -
insurance funds (collectively referred to as the Funds) established and maintained by the State of
Georgia Department of Administrative Services Risk Management Division (DOAS), Licensee agrees
to reimburse the Funds for such monies paid out by the Funds. Licensee shall, at its expense, be
entitled to and shall have the duty to participate in the defense of any suit against the Indemnitees
to the extent consistent with and permitted by the Georgia Tort Claims Act. The defense on
behalf of Licensor or its covered officers or employees (including any settlement discussions)
shall be conducted through the Attorney General of Georgia as provided by law. No settlement
or compromise of any claim, loss or damage asserted against any Indemnitees shall be binding
upon any Indemnitees unless expressly approved by the Indemnitees and the Attorney General of
Georgia.
Licensee shall procure and maintain in full force and effect at all times during the term of this
Agreement, through a self - insurance program or an insurance policy consistent with Section 7:
commercial general liability insurance, on an "occurrence basis" insuring against all liability and
property damage of Licensor and Licensee and their members, officers, employees and agents
arising from or in connection with the use or occupancy of the Premises by Licensee, its agents,
employees, or others working at the direction of Licensee or on its behalf during the License
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Term, with liability limits of One Million Dollars ($1,000,000.00) per person and of Three
Million Dollars ($3,000,000.00) per occurrence. Each policy also specifically shall insure
performance of Licensee's obligation to indemnify Licensor pursuant to the Section 7 of this
Agreement. A statement of policy limits herein shall not limit Licensee's liability under this
Agreement.
9.
GENERAL REQUIREMENTS FOR INSURANCE POLICIES
Licensee shall pay the cost of all insurance coverage which Licensee is required to produce and
maintain under this Agreement. Except where Licensee is self - insured, each insurance policy
shall:
a) be issued by an insurer authorized to transact casualty insurance in Georgia;
b) be issued by an insurer with a current Best Policyholder's Rating of "A" or better and
with a financial six rating of class "XI" or larger by A. M. Best Company, Inc.;
c) be issued on such form of policy, authorized in Georgia, as Licensor may reasonably
approve;
d) provide that the policy cannot be canceled as to Licensor except after the insurer gives
Licensor thirty (30) days prior written notice of cancellation;
e) state that notice of any claim against Licensor shall be deemed to have occurred only
when an officer of Licensor has received actual notice, and has actual knowledge of the claim;
f) not be subject to invalidation as to Licensor by reason of any act or omission of
Licensee or any of Licensee's officers, employees or agents; and
g) not be subject to invalidation as to Licensee by reason of any act or omission of
Licensor or any of Licensor's officers, employees or agents.
Each policy required by this Agreement shall also contain a provision permitting Licensee to
waive all rights of recovery and claims by way of subrogation.
Licensee shall not produce or maintain in force any insurance policy which might have the effect
of reducing the loss payable under any of the policies required by this Agreement. Upon the
request of Licensor, Licensee shall deliver a certificate of such self - insurance or insurance policy
to Licensor, together with evidence reasonably satisfactory to Licensor that the premiums, as
applicable, have been paid for a period at least covering the License Period.
11.
ASSIGNMENT OR TRANSFER
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10.
SUBJECT TO APPROVAL BY ANY APPROPRIATE STATE REGULATORY AGENCY,
SUBJECT TO PRIOR GRANTS, AND CONDITION OF LICENSED PREMISES
Licensee accepts this grant of revocable license subject to approval by any appropriate State
regulatory agency that the Licensee's proposed uses of the Licensed Premises meets all applicable
safety and regulatory standards and requirements. Further, Licensee accepts this grant of revocable
license subject to all ownership, prior permits, licenses, landlord and tenant relationships,
easements, leases, and other rights or interests affecting the Licensed Premises whether the same be
of record or not, and the revocable license granted herein by Licensor to Licensee must be exercised
by Licensee so as to avoid interference with any of the said prior permits, licenses, landlord and
tenant relationships, easements, leases, or other interests. Licensee acknowledges that it has fully
inspected the Licensed Premises and accepts the same "as is ". Licensor shall have no responsibility
at any time to Licensee for the condition of the Licensed Premises and shall have no duty to the
Licensee or to its licensees, invitees or trespassers concerning Licensee's use of the Licensed
Premises or their entry on the Licensed Premises. Licensor makes no covenant of quiet enjoyment
of the Licensed Premises whatsoever.
This Revocable License Agreement and the rights herein granted may not be conveyed, assigned,
transferred, managed or operated by any other entity without the express written consent of the State
Properties Commission, which consent shall be given or not in the sole discretion of the State
Properties Commission. Without limitation, any transfer or use of the property which may be
characterized as a private activity by the Internal Revenue Service and thereby adversely affect the
tax- exempt status of any public bond investment in the property is strictly prohibited. Any such use,
conveyance, assignment, transfer, management or operation made without the consent of the State
Properties Commission shall be void ab initio.
12.
NOTICES
All notices required by the provisions of this Agreement to be secured from or given by either of the
parties hereto to the other shall be in writing and shall be delivered either: (a) by hand delivery to
the recipient party at such party's address; or (b) sent by United States Certified Mail - Return
Receipt Requested, postage prepaid, and addressed to the recipient party at such party's address. The
day upon which such notice is hand delivered or so mailed shall be deemed the date of service of
such notice. The parties hereto agree that, even though notices shall be addressed to the attention of
a particular person, title, or entity as forth in this Agreement, it shall be a valid and perfected
delivery of notice even though the said named person or the person holding said title or named
entity is not the person, title or entity who accepts or receives delivery of the said notice, but is the
lawful successor person, title or entity of the named person, title or entity. Any notice, hand
delivered or so mailed, the text of which is reasonably calculated to apprise the recipient party of the
substance thereof and the circumstances involved, shall be deemed sufficient notice under this
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Agreement. Either party hereto may from time to time, by notice to the other, designate a different
person or title, or both if applicable, or address to which notices to said party shall be given.
13.
GENERAL PROVISIONS OF THIS AGREEMENT
13.1 The brief capitalized and underlined headings or titles preceding each section herein are
merely for purposes of section identification, convenience and ease of reference, and shall
be completely disregarded in the construction of this Agreement.
13.2 All time limits stated herein are of the essence of this Agreement.
13.3 For the purpose of inspecting the Licensed Premises, Licensee shall permit Licensor,
without giving prior notice, to enter on the Licensed Premises during either Licensor's
regular business hours or Licensee's regular business hours.
13.4 No failure of either party hereto to exercise any right or power given to said party under this
Agreement, or to insist upon strict compliance by the other party hereto with the provisions
of this Agreement, and no custom or practice of either party hereto at variance with the
terms and conditions of this Agreement, shall constitute a waiver of either party's right to
demand exact and strict compliance by the other party hereto with the terms and conditions
of this Agreement.
13.5 This Agreement shall be governed by, construed under, performed and enforced in
accordance with the laws of Georgia.
13.6 Nothing contained in this Agreement shall make, or be construed to make, Licensor and
Licensee partners in, of, or joint venturers with each other, nor shall anything contained in
this Agreement render, or be construed to render, either Licensor or Licensee liable to a third
party for the debts or obligations of the other.
13.7 If any provision of this Agreement, or any portion thereof, should be ruled void, invalid,
unenforceable or contrary to public policy by any court of competent jurisdiction, then any
remaining portion of such provision and all other provisions of this Agreement shall survive
and be applied, and any invalid or unenforceable portion shall be construed or reformed to
preserve as much of the original words, terms, purpose and intent as shall be permitted by
law.
13.8 Should any provision of this Agreement require judicial interpretation, it is agreed and
stipulated by and between the parties hereto that the court interpreting or construing the
same shall not apply a presumption that the terms, conditions and provisions hereof shall be
more strictly construed against one party by reason of the rule of construction that an
instrument is to be construed more strictly against the party who prepared the same.
13.9 This Agreement is executed in two (2) counterparts which are separately numbered and
identified (No. 1 is for Licensor and No. 2 is for Licensee) but each of which is deemed an
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original of equal dignity with the other and which is deemed one and the same instrument as
the other.
13.10 In the enjoyment of the revocable license herein granted by Licensor to Licensee and of the
rights and privileges incident thereto, Licensee shall at all times comply with all applicable
laws of Georgia and of the United States, all applicable rules and regulations promulgated
pursuant to any and all such laws, all applicable recommended standards, and all applicable
local ordinances, including, but not limited to, codes, ordinances and recommended
standards now or hereafter promulgated, and all applicable local rules and regulations and
recommended standards promulgated pursuant to such codes and ordinances.
13.11 The revocation of this Agreement shall not operate to cut off any claims or causes of action
in favor of Licensor or Licensee which occurred or arose prior to the effective date of such
revocation.
13.12 Licensee, by its acceptance and execution of this Agreement, hereby acknowledges that it
has not been induced by any representations, statements, or warranties by Licensor
including, but not limited to, representations or warranties with respect to title to the
Licensed Premises or the condition or suitability thereof for Licensee's purpose.
13.13 In its occupancy and use of the premises, Licensee shall not discriminate against any person
on the basis of race, gender, color, national origin, religion, age, or disability. This covenant
by Licensee may be enforced by termination of this Agreement, by injunction, and by any
other remedy available at law to Licensor.
14.
ENTIRE AGREEMENT
This Agreement supersedes all prior negotiations, discussions, statements, and agreements between
Licensor and Licensee and constitutes the full, complete and entire agreement between Licensor and
Licensee with respect to the Licensed Premises and Licensee's use and occupancy thereof. No
modification of or amendment to this Agreement shall be binding on either party hereto unless such
modification or amendment shall be properly authorized, in writing, properly signed by both
Licensor and Licensee and incorporated in and by reference made a part hereof.
IN WITNESS WHEREOF, Licensor and Licensee, acting pursuant to and in conformity with
properly considered and adopted resolutions and acting by and through their duly authorized
hereinafter named representatives, have caused these presents to be executed, all as of the date
hereof.
Signed, sealed, and delivered
in our presence:
Unofficial Wita2 s'
ess, Notary Public
Notary Public, Henry
My Commission Expire
My Commission expires:
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LICENSOR
STATE PROPERTIES COMMISSION
Steven L. S . cil
as Executive Director of the
State Properties Commission
(Signatures continued on next page.)
(STATE PROPERTIES COMMISSION
SEAL AFFIXED HERE)
Signed, sealed, and delivered
in our presence:
Unoffici Witness ` ` G�
Official ,rtness, Notary Public
My Commission expires: 7 /e' mi
(Signatures continued from previous page.)
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LICENSEE
AUGUSTA, GEORGIA
By: (Seal)
1 Name: - T , d4J S .
is 4712.
Title: pt rt •�
(SEAL AFFIXED HERE)
(Seal)
C0
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TECHNICAL DATA
DATE EQUIPMENT Tu us o - THEODOLITE & 9 N89'28'56' E
E.O.M. ANGULAR PRECISION - 10" PER 35.04'
ANGLE FIELD PLAT CLOSURE R 1 In 589'28'56"
NO ADJUSTMENT 25.03'
NNE:.
0' SANITARY SEWER PIPE MID 8"
WATER UNE MOM AS NA.F
TONED ON PLAT 1S PROPOSED.
S02'21'04 "W i
45.91'
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55.64'
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REFERENCES:
1. PLAT PREPARED FOR COUNTY BOARD OF
EOUCATION OF RICHMOND COUNTY BY BOBBY G.
PRICE DATED FEBRUARY 15, 1988; LAST REVISED
3 -08 -1988.
2. PLAT FOR HAL R. POWEU. AND H. GOULD
BARRETT BY J. N. HAWES DATED AUGUST 16,
1934. RECOROEO IN PLAT BOOK 13 -0, PAGE 31
3. GREEN MEADOWS ESTATES SECTION 5 BY
SWIFT -GREGO ASSOCIATES DATED 1989.
E :L;f "A'
10.01'
4.1111l'M1IIIt %`'M
" ir►ris
401 0 80' 180'
SCALE IN FEET
Filed in this office:
Augusta - Richmond County
11/26/2012 13:13:34.00
Book 01369:1536 Augusta - Richmond County
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Elaine C. Johnson
Clerk of Superior Court
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JTITAL AREA:
▪ 2W PERMANENT UTILITY EASEMENT AREA • 0.18
AO., 7720 Sq. FL
• 10' TEMPORARY EASE)IENT AREA • 0.08 AC.,
33'50 Sq. FL
Easement Plat
FOR
City of Augusta
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C*0- 300.62
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SHOWNG A PORTION OF TAX MAP #109 -0- 010 -00 -0
LOCATED IN THE 89th G.M.D.
Augusta, Richmond County, Georgia
SCALE: 1" = 80' JUNE 10, 2011
462 ELLIS STREET, AUGUSTA, GEORGIA 80901
POST OFFICE 130X 2646, AUGUSTA, GEORGIA 80903
TELEPHONE 700.722 -1588
FACSIMILE 706 -722 -8379
mail64eranetonengineering.00m
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OIF - OPEN TOP IRON FOUND
CIF - CRIMPED TOP IRON FOUND
CMF - CONRETE MONUMENT -FOUND
- PERMANENT UTILITY EASEMENT
Cranston Engineering Group, P.C.
ENGINEERS - PLANNERS - SURVEYORS
2008 -0043