HomeMy WebLinkAboutLEASE AGREEMENT AUGUSTA GA AND GOLD CROSS EMS INCLEASE AGREEMENT
THIS LEASE AGREEMENT is entered into on this , between the
AUGUSTA, GEORGIA, a political body of the State of Georgia'(referred to in this Lease Agreement as
"City" or "Landlord "), and GOLD CROSS EMS, INC., a State of Georgia Corporation (referred to as
"Tenant").
In consideration of the mutual promises and covenants contained in this Lease Agreement, and other good
and valuable consideration the sufficiency of which is mutually acknowledged, City and Tenant hereby
agree as follows:
1. Lease of Premises. City hereby leases to Tenant, on the terms and conditions set forth herein that
certain real property known as and referred to as the "Wardens House ", located at 2312 Tobacco
Road, in Augusta, Georgia 30906. Excluded from this leased premises is the detached building or
shed located on the property. Said premises are more specifically described on (Exhibit 1) attached
hereto and made a part hereof.
2. Term. The term of this Lease Agreement commences on 3 -. ��.� L 2013,
and shall automatically terminate automatically upon the termination of the contract for 9 -1 -1
Ambulance Response and Emergency Medical Services between Augusta, Georgia and Gold Cross
EMS, Inc., dated November 15, 2005, as amended June 19, 2007 and December 18, 2007, unless
earlier terminated as provided by this Lease Agreement. The parties understand that any holding over
by Tenant beyond the terms created by this Lease Agreement, with City's express or implied consent,
shall be a month -to -month tenancy only, unless the parties otherwise specifically agree in writing.
3. Rent. Tenant agrees to pay to the City at Augusta, Georgia Accounting Department 530 Greene
Street, Augusta, GA 30901, as rent for the use and occupancy of the Property the sum of eight
hundred dollars ($800.00) per month, payable on the lease commencement date and on the first day of
each ensuing month during the term of this Lease Agreement. The first and last payments shall be
prorated as necessary. If Tenant fails to pay any required rent and such nonpayment continues for ten
(10) days after written notice of nonpayment is given to and received by Tenant, Tenant shall be in
default of this Lease Agreement and City shall have all of the remedies given it by this Lease
Agreement and the Laws of Georgia.
The City agrees to off -set initial rental payment(s), in an amount equal to the reasonable cost of
capital improvements, in exchange for repairs more specifically described on (Exhibit 2) attached
hereto and made a part hereof. Alterations and additions must be in conformity with Section 10 of
this Agreement.
5. Security Deposit and Refund.
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4. Late Charges. Tenant's failure to pay rent when due, as specified above, is an event of default under
this Lease Agreement. Rent payments not received by City within ten (10) calendar days of the due
date shall be subject to a late penalty of one and one -half percent per month until fully paid.
5.1. Tenant hereby deposits the sum of eight hundred dollars ($800.00) as security for
Tenant's performance of Tenant's obligations under this Lease Agreement. If during the
Lease Agreement term, any rent or other sums payable to City by Tenant are overdue or
unpaid, City may (but is not required to) apply some or all of the Security Deposit to the
payment of such sums. In such event, upon City's written demand, Tenant shall restore
such amount to the Security Deposit, and Tenant's failure so to do within thirty (30) days
after receipt of City's demand shall be a breach of this Lease Agreement.
5.2. Should Tenant default in the performance of any of the terms, covenants, and conditions
of this Lease Agreement, City, after terminating this Lease Agreement, may appropriate
and apply part or all of the Security Deposit as required to compensate City for damages
caused by Tenant's breach. Within twenty one (21) days after termination of this Lease
Agreement, the deposit will be refunded without interest to Tenant after City has
deducted such amounts necessary to satisfy any outstanding financial obligations and to
replace or restore the Property to as good condition as when rented to Tenant, reasonable
wear and tear excepted.
6. Taxes. The use or occupancy of the Property by Tenant constitutes a property interest which may be
subject to possessory interest taxes, and Tenant shall be solely liable for the payment of such taxes.
Tenant acknowledges Tenant's actual knowledge of the existence of a possessory interest tax and
receipt of City's notice herein of potential tax liability. Tenant agrees that Tenant is solely responsible
for the timely payment before delinquency of possessory interest taxes and any other tax, levy or
assessment upon the Leased Property, except for and excluding any tax upon the detached storage
building or shed described above and excluded from the leased premises by Section 1 hereof, but
including all taxes on Tenant's personalty and fixtures owned by it. Tenant shall indemnify and hold
City harmless from any liability, loss, or damage resulting from any taxes, assessments, or other
charges to be paid by Tenant and from all interests, penalties, and other sums imposed thereon and
from any sales or other proceedings to enforce collection of any such taxes, assessments, or other
charges.
7. Preparation for Lease. Prior to the commencement date of this agreement, Tenant shall take all
necessary steps to acquire the proper use permits and approvals for the conduct of its business on the
Property, including but not limited to initiating any necessary zone change request, and diligently
pursuing all such requirements.
8. Use of Property.
8.1. The Property is leased to Tenant solely for the operation of a Substation to provide
responses to 9 -1 -1 calls for ambulance transportation and emergency medical service
within the Service Area of Richmond County, Georgia. Tenant must obtain the prior
written approval of the City for any other use of the Premises. At Tenant's own expense,
Tenant shall promptly comply with all building code and other requirements of any local,
state or federal law or regulation required by Tenant's occupancy of the Premises.
8.2. Tenant shall not (i) use the premises for any illegal purpose, nor for any purpose that is
illegal purposes that is injurious to the health, safety, and welfare of the public or that
may jeopardize Tenant's insurance coverage of the Premises; or (ii) commit, or suffer to
be committed, any waste in or on the Premises; or (iii) create or permit any nuisance in or
on the Premises. Tenant hereby covenants or the City that no hazardous substances, as
defined by any federal, state, or local law, will be used or generated on the Premises
without prior written notice to the City and without strict compliance with all local, state,
and federal law regarding the same. The City reserves the right to go on the Property at
any time for the purpose of inspecting and treating any noxious weeds which may be
growing on the Property.
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8.3. Tenant accepts the demised premises in its present condition and as suited for the use
intended by Tenant. Tenant shall, throughout the term of this rental agreement and all
renewals thereof, at its expense maintain the Premises in good order and repair in
accordance with section 9 of this agreement.
8.4. Tenant shall, at Tenant's sole cost and expense, promptly and properly comply with any
and all laws, ordinances, rules, regulations, requirements and orders whatever, present or
future, of the federal, state, county or municipal government that may in any way apply to
the use of, maintenance of, occupation of, and operations on the Property.
8.5. Tenant shall indemnify and hold City and City's property, including the Property subject
to this Lease Agreement, free and harmless from any and all liability, loss, damages,
fines, penalties, claims, and actions resulting from Tenant's failure to comply with and
perform the requirements of this Lease Agreement as provided in Section 14 below.
8.6. Tenant hereby agrees that Tenant will not permit or suffer any liens of any kind to be
filed against the Property (except as may presently exist or as otherwise may be created
by City) as a result of any obligation, malfeasance, negligence, or omission of Tenant,
and that Tenant shall diligently take all necessary and proper steps to remove and
discharge any liens which are filed.
8.7. Should Tenant, in Tenant's sole discretion, desire by appropriate legal proceedings
brought in good faith and diligently prosecuted in Tenant's name, or in the names of
Tenant and City when appropriate or required, to contest the validity or applicability to
the Property of any law, ordinance, statute, order, or regulation now or hereafter made or
issued by any federal, state, county, local, or other governmental agency or entity, any
such contest or proceeding, although maintained in the names of Tenant and City, shall
be without cost to City, and Tenant shall protect the Property and City from Tenant's
failure to observe or comply during the contest with the contested law, ordinance, statute,
order, or regulation.
9. Maintenance and Repairs
9.1. Tenant shall be responsible for maintaining the Premises, including, but not limited to,
architectural elements and systems (including roofs), mechanical, electrical, and
plumbing systems and equipment, and all preventative maintenance. The Tenant's
responsibility in subject to limits and conditions stated in this section. The Tenant shall
be responsible to perform preventative maintenance to the Premises on a schedule agreed
to by the Tenant and the City, and perform such maintenance to a level agreed acceptable
to the City. Subject to subparagraph 9.5, herein below, the Tenant shall be responsible
for all major repairs such as boiler or chiller overhaul or replacement and roof
replacement. Tenant shall be responsible for the repair of damage caused by the tenant's
personnel, contractors and clientele.
9.2. The Tenant is required to make all repairs that are needed as a result of damage caused by
the Tenants employees, contractors and clientele. The cost of such repairs shall be the
responsibility of the Tenant whether or not the Tenant opts to terminate this agreement.
9.3. This agreement does not require the City to make repairs except where such repairs are
required because of actions of the City, its employees, contractors or clients.
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9.4. Tenant shall be responsible for janitorial services, waste removal services and grounds
maintenance.
9.5. Tenant shall not make major repairs, improvements or alterations to the Premises without
the prior express written consent of the City, which consent will not be unreasonably
withheld. Any such major repairs, improvements or alterations approved by the City
must comply with all existing federal, state, and local laws and must be maintained and
repaired by Tenant. Upon the expiration or termination of this Agreement, and
improvements or additions placed in or erected on the Premises by Tenant, whether or
not affixed or attached to the Premises, shall vest in and become the property of the City,
without further notice, action taken, or instrument executed; provided, however, Tenant
may remove all of Tenant's personal property from the Premises on or before the
expiration or termination of this Agreement. Tenant shall repair all damage to the
Premises resulting from the removal of Tenant's personal property, and Tenant agrees the
City shall not be liable for any damage thereto or loss thereof.
10. Alterations and Additions.
10.1. Tenant shall not be entitled to make any alterations of or additions to the Premises not
intended to include those which are decorative or cosmetic in nature which Tenant shall
be permitted to complete up to a cost of five hundred dollars ($500.00) without the prior
written consent of the City, but on prior notice to the City, in each instance. The City
shall not unreasonably withhold or delay such consent provided that Tenant is not in
default under the Lease and provided the alterations and additions: do not change the
general character, reduce the value or impair the usefulness of the Premises; are effected
with due diligence, in a good and workmanlike manner, using only new materials, and in
compliance with all applicable laws, codes, rules and regulations of governmental
authorities including and not limited to compliance with The Americans with Disabilities
Act of 1990, as amended, 42 USC § 12101 et seq. ( "ADA "), and requirements of
insurance companies; are promptly and fully paid for by Tenant; and are made under the
supervision of an architect or engineer satisfactory to the City in accordance with plans
and specifications approved by the City. Notwithstanding, the City may withhold its
consent to any work intended to be performed by Tenant if, in the City's opinion, said
work may effect either the structure of the Building or any of the utility systems servicing
the Building.
10.2. All permissible work performed by Tenant shall be on prior written notice to the City
setting forth the nature and extent of work, the parties performing the work and the time
frame within which the work is intended to be completed. In addition, all such
permissible work shall be performed in compliance with all applicable Federal, state and
local rules and regulations. No such work shall interfere with the use of the common
facilities and systems of the Richmond County Correctional Institution (hereinafter
"RCCI ") and shall be performed during hours prescribed by the City or its managing
agent.
10.3. Tenant, in connection with such alterations and additions, shall provide and maintain at
all times workers' compensation insurance covering all persons, contractors and
subcontractors who will perform work for Tenant, in amounts, with companies, and in
form and substance satisfactory to The City and public liability insurance naming the
City as an insured in amounts prescribed by Augusta, Georgia. Before proceeding with
any work Tenant shall provide to the City certificates of such insurance. The City may,
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at its option, require Tenant to post a bond or other guarantee to insure completion of any
alterations and additions prior to Tenant's commencing any such alteration or addition.
10.4. No approval by the City of any of Tenant's plans for work in the Premises shall in any
way be deemed an acknowledgment by the City that the plans comply with any legal,
zoning, municipal or other requirements or certificate of occupancy conformance; nor
shall any such approval be deemed a waiver by the City of any provisions of the Lease
other than that relating to approval.
10.5. The City's consent to any Tenant alteration shall not waive Tenant's obligations to
remove or restore such alteration at the expiration, surrender or termination of the Lease.
10.6. Tenant shall provide copies of all such plans to the City and shall also keep all records of
such plans and approvals, if granted, for the term of the lease and shall further provide
copies to the City upon request.
10.7. At the Lease expiration or termination, at the City's option, Tenant shall either remove or
leave behind all cables, conduit, wires and or installations inside the sheetrock walls.
10.8. Tenant shall not and is specifically prohibited from doing any of the following:
a. Placing a load upon floor of the Premises which exceeds the load per square foot
for which the floor was designed. All machines and equipment installed in the
Premises shall be properly shielded and so placed, equipped, installed and
maintained by Tenant so as to eliminate the transmission of noise, vibration or
electricity or other interference with other occupants of the premises. Tenant
shall not move any equipment or bulky matter in or out of the Building without
The City's prior written consent, which consent shall not be unreasonably
withheld, and Tenant shall repair any damage caused by such movement at
Tenant's expense; or
b. Installing any equipment which generate electromagnetic fields ( "EMF ") or
interference for which in any event Tenant shall be exclusively responsible to
cure or remediate, by removal of such equipment or otherwise.
c. Installing any equipment which generate electromagnetic fields ( "EMF ") or
interference for which in any event Tenant shall be exclusively responsible to
cure or remediate, by removal of such equipment or otherwise.
11. Entry by City. Tenant shall permit City, and City's agents and assigns, to enter the Property, by
providing the Tenant with 24 hour written notice, for the purposes of inspection for compliance with
the terms of this Lease Agreement, the exercise of all rights under this Lease Agreement, and all other
lawful purposes. However, the City may enter the property without consent of the Tenant in all cases
of emergency.
12. Condition of Property. By entering into this Lease Agreement, Tenant accepts the Property in its
present condition; Tenant agrees to surrender the Property to City on the last day of the term or on
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sooner termination of this Lease Agreement, in the same condition as when received, reasonable use,
wear, tear, and damage by fire, act of God, and the elements excepted, and to remove all of Tenant's
property from the Property. At all times during this Lease Agreement Tenant shall, at Tenant's sole
cost and expense, keep and maintain the Property and all present and future improvements on the
Property in good order and repair and in a safe and clean condition. Tenant shall, at Tenant's sole cost
and expense, maintain at all times during the term of this Lease Agreement the whole of the Leased
Property, as well as any improvements, landscaping, and facilities on the Property, excepting the
storage building or shed thereon, in a clean, sanitary, neat, tidy, orderly, and attractive condition in
keeping with other, similar substations in the City. Tenant agrees to pay City in full and promptly
upon demand and proof of for loss or damage to City's property arising from this Lease Agreement.
13. Disclaimer. City makes no covenant or warranty respecting the Property's condition or suitability for
Tenant's authorized or proposed uses under this Agreement except as specified herein. Tenant
represents that Tenant has made an independent inspection of the Property and, is not relying upon
any representation or warranty whatsoever from the City as to suitability or fitness for Tenant's
desired use. City does not warrant the security of Tenant's personal property or fixtures on the Proper-
ty, including but not limited to vehicles, inventory, or equipment.
14. Operating Costs. All costs incurred by Tenant in connection with Tenant's operations upon the
Property, including but not limited to costs of preparing the Property for Tenant's use and occupancy,
refuse removal, water, electricity, and other utilities, shall be borne and paid solely by Tenant when
due.
15. Hold Harmless.
15.1. The rights and privileges hereby granted to the Tenant are to be used and enjoyed at the
sole risk and responsibility of the Tenant. As partial consideration of the benefits to be
derived, to the extent permitted by the laws of the State of Georgia, the Tenant, including
its employees, invitees, licensees, and agents, hereby releases and discharges the City and
its officers, members, employees, agents, representatives, and instrumentalities from all
loss and liability of any nature which is any way related to or connected with the Tenant's
use of the Premises.
15.2. The Tenant, including its employees, invitees, licensee, and agents, shall not do or
permit to be done in, on, upon, from, to or about the Premises any act or thing, which will
invalidate the insurance contracts pertaining to the premises.
15.3. Tenant, as a material part of the consideration of this Lease Agreement, hereby waives all
claims against City for property damage of any kind whatsoever, and for injuries to
persons, in or about the Property from any cause arising at any time, except for
negligence or fault on the part of City, its officers and employees; and Tenant shall
indemnify, defend, and hold City, its officers, officials, employees, volunteers,
contractors, and agents harmless from any loss, damage, liability, or death or injury to
any person or injury to property (including attorneys' fees and court costs), except those
resulting from the City's negligence or fault, arising from or as a result of the death of
any person or any accident, injury, loss or damage whatsoever caused to any person or to
the property of any person arising directly or indirectly out of or related to this Lease
Agreement or Tenant's officers, employees, contractors or agents.
15.4. Tenant shall not be responsible for (and such indemnity shall not apply to) any active
negligence, sole negligence or willful misconduct of the City or its officers, officials,
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16. Liability Insurance.
employees, contractors or agents. Nothing contained in the insurance requirements shall
be construed as limiting the extent of Tenant's responsibility for payment of damages
resulting from Tenant's operations under this Lease Agreement.
16.1. Tenant shall, at Tenant's sole cost and expense, maintain during the entire term of this
Lease Agreement liability insurance issued by an insurance company acceptable to City
and authorized to issue liability insurance in Georgia, to protect against loss from liability
imposed by law for damages on account of, but not limited to, A) bodily injury, including
death therefrom, suffered or alleged to be suffered by any person or persons whomsoever
on or about the Property and the business of Tenant on the Property, or in connection
with the operation thereof, resulting directly or indirectly from any acts or activities of
Tenant or its sublessees, or any person acting for Tenant, or under Tenant's control or
direction, and also to protect against loss from liability imposed by law for B) damages to
any property of any person occurring on or about the Property, or in connection with the
operation thereof, caused directly or indirectly by or from acts or activities of Tenant or
its subtenants, or any person acting for Tenant or under Tenant's control or direction.
Such property damage and bodily injury insurance shall also provide for and protect City
against incurring any legal cost in defending claims for alleged loss.
16.2. Such commercial general liability insurance shall be maintained in full force and effect
during the term of this Lease Agreement in the following amounts: Commercial general
liability insurance with limits not less than $1,000,000 for each occurrence combined
single limit for bodily injury and property damage. (If a general aggregate limit is used,
either the general aggregate limit shall apply separately to the Property or the general
aggregate limit shall be twice the required occurrence limit.) (Any deductibles or self -
insured retentions must be declared to and approved by City. At the option of City, either
the insurer shall reduce or eliminate such deductibles or self - insured retentions as
respects City, its officers, officials, employees and volunteers, or Tenant shall provide a
financial guarantee satisfactory to the City guaranteeing payment of losses and related
investigations, claims administration and defense expenses.)
16.3. City and its officers, officials, employees, and volunteers shall be named as an additional
named insured on all liability policies and policies shall provide that their coverage is
primary.
16.4. Tenant's indemnity agreements continued herein are limited by the amount of liability
coverage to be provided by Tenant pursuant to this Lease Agreement.
17. Fire and Casualty Insurance.
17.1. At all times during the Lease term, Tenant shall, at Tenant's sole cost and expense, keep
all buildings, improvements, and other structures on the Property insured for their full
insurable value by insurance companies authorized to issue such insurance in the State of
Georgia against loss or destruction by fire and the perils commonly covered under the
standard extended coverage endorsement to fire insurance policies in Augusta- Richmond
County, GA. Tenant also shall insure all buildings, improvements, and other structures on
the Property against loss or destruction by windstorm, cyclone, tornado, hail, explosion,
riot, riot attending a strike, civil commotion, malicious mischief, vandalism, aircraft, fire,
smoke damage, and sprinkler leakage.
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17.2. Proceeds. Any proceeds received because of a loss covered by such insurance shall be
used and applied in the manner required by Section 16 of this Lease Agreement.
18. Deposit of Insurance with Lessor.
18.1. Tenant shall within ten (10) days after the execution of this Lease Agreement and
promptly thereafter when any such policy is replaced, rewritten, or renewed, deliver to
City a true and correct copy of each insurance policy required by this Lease Agreement
or a certificate executed by the insurer(s) or their authorized agent(s) evidencing such
coverage.
18.2. Alteration or Cancellation Provisions. Each insurance policy required under this Lease
Agreement shall contain a provision that it cannot be materially altered or cancelled for
any reason unless thirty (30) days prior written notice of such change is given to City.
19. Destruction of Property. If the Premises are totally destroyed or rendered untenantable by storm, fire,
earthquake, hurricane, or other natural catastrophe, this Agreement shall terminate as of the date of
such total destruction or untenantability, with no obligation of the City to rebuild or provide other
rental premises for Tenant. Any rental or other obligations accrued by or to the parties to this
Agreement shall be accounted for between the City and Tenant as of the date when the Premises were
destroyed or rendered untenantable. It shall be in the sole discretion of the City Commission of
Augusta, Georgia to authorize repairs under this section. Prior Commission Approval is required for
all repairs requested under this section but delay caused by Commission rules or delays shall not be
counted in the one hundred and twenty (120) day period.
19.1. Payment of Insurance Proceeds. Any and all fire or other insurance proceeds payable at
any time during the Lease term because of damage or destruction of any structures or
improvements on the Property shall be paid to Tenant and applied by Tenant toward the
cost of repairing and restoring the damaged or destroyed structures. Provided, however,
that should Tenant legally terminate the Lease Agreement because of damage to or
destruction of the buildings or improvements on the Property, all fire or other insurance
proceeds payable because of such damage or destruction shall be paid to City to
compensate City for the loss to City's damaged or destroyed buildings or improvements
or at least for such loss as can be recovered by receiving all such proceeds.
20. Lease Subject to Existing Rights of Others. This Lease Agreement is subject to all existing easements,
servitudes, licenses, and rights of way for canals, ditches, levees, roads and highways, and telephone,
telegraph, cable, communication, and electric power lines or facilities, and railroads, pipelines, and
other purposes, whether or not of record, and of which the City has provided written notice in Exhibit
2 hereto. The City is unaware of any such matters which would be prohibited by or which would
interfere with Tenant's proposed use of the Lease Premises.
21. Quiet Enjoyment. City hereby covenants and agrees that if Tenant pays the rent as provided in this
Lease Agreement and faithfully performs the terms and conditions on Tenant's part to be kept,
observed and performed, Tenant shall have the peaceful enjoyment of the Property during the term of
this Lease Agreement, without hindrance or interference from City.
22. Waste. Tenant shall not commit or permit others to commit any waste or nuisance upon the Property,
or commit or allow any other act on the Property that could disturb the quiet enjoyment of City, any
other tenant of City, or persons properly upon the Property or upon adjacent or nearby property.
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23. Assignment or Subletting. Tenant shall not transfer, assign, or sublet this Agreement or any right or
privilege of Tenant under this Agreement without the prior, express, written consent of the City. The
City, in its sole discretion, may withhold or refuse to give its consent to any proposed transfer,
subletting, or assignment and to any proposed use or occupancy by any part other than Tenant. Any
transfer, subletting, or assignment without the prior, express, written consent of the City shall be void
and shall, at the option of the City terminate this Agreement. The City's consent to one transfer,
subletting, assignment, use or occupancy of the Premises by a party other than Tenant shall not
constitute a waiver of the City's rights in this Paragraph, and each subsequent transfer, subletting,
assignment, use or occupancy of the Premises by a party other than Tenant shall require City's
consent in accordance with this Paragraph.
24. Alteration of Property. Tenant shall perform no alterations to or construction on the Property without
City's prior written consent which shall not be unreasonably withheld. Any such construction or
alteration shall proceed only in accordance with such reasonable conditions as City shall impose in
connection with its consent to such alterations or construction.
25. Default, Termination, and Continuance of Lease.
25.1. Abandonment by Tenant. Tenant shall occupy the Premises continuously throughout the
term of this Agreement and shall not for any cause whatsoever, unless otherwise
specifically permitted under this Agreement, desert, surrender, abandon, or cease
operation of the Premises during the term of this Agreement.
25.2. During the Term or any Renewal Term, either the City or the Tenant may terminate this
Agreement at any time with a sixty (60) calendar day notice.
25.3. Tenant shall vacate the Premises promptly upon termination of this Agreement. Any
holding over or continued use or occupancy of the Premises by Tenant after termination
of this Agreement without the express written consent of landlord shall not constitute a
Tenancy -At -Will, but Tenant shall be a Tenant -At Sufferance and shall be required to
vacate the Premises immediately without notice. There shall be no renewal or extension
of the term of this Agreement by operation of law. Tenant agrees to the provisions of
O.C.G.A. §44 -7 -50 et. seq. shall apply, permitting summary dispossession.
25.4. Upon such termination, Tenant shall surrender the Premises to the City and remove all
personal property from the same, and without requiring legal action to be taken by the
City, the City may enter in and upon the Premises and take immediate possession and
control of the Premises to the complete exclusion of Tenant.
25.5. Tenant agrees to return the Premises to the City upon the expiration or termination of this
rental agreement in as good condition and repair as when first received; normal wear and
tear expected.
26. Warranties and Representations. The City warrants and represents:
26.1. The city owns fee simple, unencumbered title to the Leased Premises and same is not
subject to any lien, security interest or claim which would be superior to Tenant's interest
hereunder or which would interfere with Tenant's intended use of the property or the
purposes of this Lease.
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26.2. The City knows of no reason, including without limitation, any law, regulation, third -
party claim or zoning ordinance which would prohibit or in any way prevent Tenant from
using the Lease Premises for the intended use of the same as stated herein.
26.3. The City has all powers and rights necessary to enter into this Lease Agreement and the
City's execution hereof has been made pursuant to all requirements of law and the City
ordinances, rules and regulations.
27. Notices. Notices required by law or this Lease Agreement shall be in writing and shall be deemed
duly served and given when actually delivered in person by a party or its agent or its delivery service
to the intended recipient, or, in lieu of such personal service, when deposited in the United States
mail, first -class postage prepaid, addressed to:
Augusta, Georgia shall be addressed as follows:
Augusta, Georgia
Attn: City Administrator
530 Greene Street, 8th Floor
Augusta, Georgia 30901
Richmond County Correctional Institute
Attn: Warden
2314 Tobacco Road
Augusta, Georgia 30906
Gold Cross EMS, Inc. shall be addressed as follows:
Gold Cross EMS, Inc.
Attn: Frank S. Lindley
4328 Wheeler Road
Martinez, Georgia 30907
Patrick J. Rice
Hull Barrett, PC Attorney
801 Broad Street, 7 Floor
Augusta, Georgia 30901
28. Time of Essence. Time is hereby expressly declared to be of the essence of this Lease Agreement and
of each and every provision of it, and each such provision is hereby made and declared to be a
material, necessary and essential part of this Lease Agreement.
29. Amendments. This Lease Agreement supersedes all oral agreements and understandings between the
parties and constitutes their whole agreement regarding the Property. This Lease Agreement cannot
be changed orally but only by agreement in writing signed by the parties.
30. Governing Law. This Lease Agreement is to be construed, interpreted and enforced in accordance
with Georgia law. A suit brought to enforce the terms and conditions of this Lease Agreement shall
be filed in the Superior Court of Richmond County in the State of Georgia or in the United States
District Court for the Southern District of Georgia, Augusta Division.
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31. Attorneys' Fees. In any action or proceeding by either party to enforce this Lease Agreement or any
provision of it, the prevailing party shall be entitled to all costs incurred (including expert witness
fees) and to any reasonable attorneys' fees incurred either at trial or on appeal.
32. Binding on Successors. This Lease Agreement shall be binding on and shall inure to the benefit of the
heirs, executors, administrators, successors, and assigns of the parties to this Lease Agreement, but
nothing in this paragraph shall be construed as consent by City to any assignment of this Lease
Agreement or any interest in it by Tenant.
33. General.
33.1. If any term or provision of this Lease Agreement or any application thereof shall be
invalid or unenforceable, the remainder of this Lease Agreement and any other
application of such terms or provisions shall not be affected thereby.
33.2. The captions of this Lease Agreement are for convenience of reference only and shall not
define or limit any of its terms or provisions.
33.3. All of Tenant's covenants hereunder shall be deemed and construed to be conditions as
well as covenants as though the words specifically expressing or imparting covenants and
conditions were used in each separate instance.
33.4. The waiver by City of any breach by Tenant of any of the provisions of this Lease
Agreement shall not constitute a continuing waiver or waiver of any subsequent breach
by Tenant of the same or a different provision of this Lease Agreement.
33.5. This Agreement shall create the relationship of landlord and tenant, otherwise known as a
usufruct, and no estate shall pass from City as landlord. Tenant's interest in this rental
agreement is not subject to levy and sale.
33.6. City's remedies hereunder shall not be exclusive but shall be cumulative with and in
addition to all remedies allowed by law.
33.7. Tenant acknowledges that this Lease Agreement and any changes to it by amendment,
modification, or other similar document require the legislative authorization of the Board
of County Commissioners and approval of the Mayor before they become effective.
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IN WITNESS WHEREOF, the parties have executed this Agreement under seal as of the date
first written above.
(SEAL)
Attest:
Clerk of Commission
/VI4&/CY 1'J MoP_A/ s ,
(SEAL)
Attest: 7)
.1 - - 0 --‘-‘ , "= - " -- ---, A/C-
Secretary J y
.1HIS RGTA
12
GOLD CROSS EMS, INC.
By:
Frank . Lindley,