HomeMy WebLinkAboutLEASE-PURCHASE AGREEMENT_1914 NORTH LEG ROAD LEASE PURCHASE AGREEMENT
BETWEEN
RICHMOND COUNTY PUBLIC FACILITIES, INC.
AS LESSOR/SELLER
AND
RICHMOND COUNTY DEPARTMENT OF HEALTH
AS LESSEE/PURCHASER
LOCATION: 1914 North Leg Road
DATED: August 30, 2002
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INDEX
SECTION
1. Description of Premises
2. Term
3. Estate for Years
4. Utilities
5. Repairs & Maintenance
6. Surrender of Premises
7. Non-Liability of Lessor for Damages
8. Insurance
9. Assignment, Sublease, or License
10. Improvements or Additions by Lessee
11. Restrictions Against Mechanic's Liens
12. Condemnation
13. Holding Over
14. Notices
15. Forfeiture
16. Remedies on Default
17. Taxes, Assessments & Charges
18. Lessor to Have Access
19. Option to Purchase
20. Entire Agreement
21. Brokers
22. Recording
23. Waiver
24. Law
25. Headings
26. Litigation
27. Severability
28. Environmental Matter
29. Subordination
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Summary Page
Lessor/Seller: Richmond County Public Facilities, Inc.
Lessee/Purchaser: Richmond County Department of Health
Demised Premises: 1914 North Leg Road
Augusta, Georgia 30909
Square Feet:: Two buildings—approximately 9,823 square feet and
approximately 1,500 square feet
Term: One year plus annual renewal options for total term of
fifteen years
Commencement Date: August 30, 2002
Rent: $5,392.97 per month
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LEASE PURCHASE AGREEMENT
1 This Lease Purchase Agreement (the "Lease") is made and entered into this
3� day of August, 2002, by and between Richmond County Public Facilities, Inc.
hereinafter referred to as "Lessor," and Richmond County Department of Health,
hereinafter referred to as "Lessee". In consideration of the mutual covenants herein
contained, the parties agree as follows:
SECTION ONE
DECRIPTION OF PREMISES
Lessor leases to Lessee and Lessee leases from Lessor the premises located at
1914 North Leg Road, Augusta, Georgia 30909 which has two buildings containing
approximately 9,823 square feet and approximately 1,500 square feet located on 2.72
acres of land.
SECTION TWO
TERM
This Lease shall commence on August 30, 2002, and the monthly rent shall be
Five Thousand Three Hundred Ninety Two and 97/100 Dollars ($5,392.97). The
parties desire to make and enter into this Lease subject to the limitations of a multi-year
agreement by municipalities and counties in the State of Georgia as found in O.C.G.A.
§ 36-60-13, and herein provide the following:
(a) The parties agree that this Lease between them shall terminate absolutely
and without further obligation on the part of the Lessee at the close of the
calendar year in which this Lease is executed and at the close of each
succeeding calendar year for which it may be renewed.
(b) This Lease shall be renewed automatically for each succeeding year
provided herein, up to a maximum of fifteen (15) years, including the
original term, unless positive action is taken by Lessee to terminate this
Lease. Positive action shall consist of written notice to Lessor from
Lessee at least thirty (30) days prior to January 1st of the next immediately
succeeding calendar year.
(c) The total obligation for the Lessee under this Lease for calendar year
2002 shall be Twenty-One Thousand Five Hundred Seventy-One and
88/100 Dollars ($21,571.88); Lessee's obligation in each succeeding
calendar year for which this Lease may by renewed shall be as follows:
(1) For calendar years 2003-2016, Sixty-Four Thousand Seven
Hundred Fifteen and 64/100 Dollars ($64,715.64)
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(2) For calendar year 2017, Forty-Three Thousand One Hundred
Forty-Three and 76/100 ($43,143.76)
(d) The parties further agree that this Lease shall terminate immediately and
absolutely at Lessor's option at such time as appropriated and otherwise
obligated funds of Lessee are no longer available to satisfy the obligation
of Lessee under this Lease.
All rents shall be paid in arrears on the thirtieth day of each calendar month during the
term of this Lease (except that in months that contain less than thirty days, rent shall be
payable on the last day of said month). In the event any installment of rent under this
Lease shall not be paid on or before the fifth (5th) day after the due date, a "late
charge" equal to four percent (4%) of the amount of the overdue installment shall be
charged by Landlord, as additional rent, for the purpose of defraying Landlord's
administrative expenses incident to the handling of such overdue payment. Lessee
shall pay rent to Lessor at the address set forth in Section 14 or to such other person or
location as Lessor may designate.
SECTION THREE
ESTATE FOR YEARS
Through this Lease, the parties desire to create an estate for years in favor of
Lessee under the provisions of O.C.G.A. § 44-6-100 et seq. As such, Lessor
covenants, warrants and represents that upon commencement of the lease term,
Lessor has full right and power to execute and perform this Lease and to grant the
estate for years demised herein and that Lessee, upon the payment of the rent herein
reserved and performance of the covenants and agreements contained herein as well
as those required by law for an estate for years, shall peaceably and quietly have, hold
and enjoy the demised premises and have all rights, easements, covenants and
privileges belonging or in anyway appertaining thereto during the term of this Lease.
Without limiting the foregoing, the parties agree that Lessee shall have the right to use
the property in an absolute manner and further agree that Lessee shall be liable for all
repairs or other expenses which are necessary for the protection of the property.
SECTION FOUR
UTILITIES
Lessee shall arrange and pay for all utilities and other services furnished to the
premises during the term of this Lease, including, but not limited to, water, electricity,
gas, and telephone service, including any and all tap or hook up fees.
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SECTION FIVE
REPAIRS AND MAINTENANCE
The Lessor enters into this Lease with the understanding that the premises are
leased on an "as is" basis and the Lessor has no obligation to make any modification or
improvements to the premises. The Lessee, at its expense, shall, during the term of
this agreement or any renewals or holdovers thereof, maintain the premises. Areas to
be maintained shall include, but not be limited to, the land and building along with
parking area, walkways, exterior lighting, grounds, retention ponds, roofs, walls,
foundations; structural, mechanical, electrical systems, fixtures, doors, windows and
plate glass. The Lessee shall provide all maintenance necessary to insure that the
premises are at all times in a condition substantially identical to the condition at the
commencement of the Lease, reasonable wear and tear expected.
SECTION SIX
SURRENDER OF PREMISES
If Lessee elects not to exercise its option to purchase the premises at the end of
the term as provided in Section 20 hereof, Lessee shall surrender the premises at the
end of the lease term, or any extension or shortened period thereof, in the same
condition as of the beginning of the lease term, reasonable wear and tear excepted.
Lessee shall not be responsible for any repairs or alterations beyond those required to
restore the premises to a condition substantially similar to the condition of the premises
at the commencement of the Lease, reasonable wear and tear excepted.
SECTION SEVEN
NON-LIABILITY OF LESSOR FOR DAMAGES
Lessor shall not be responsible for liability or damage claims for injury to
persons or property for any cause relating to the occupancy of the premises by Lessee.
Lessee shall indemnify Lessor from all liability, loss or other damage claims for
obligations resulting from any injuries or losses of this nature, including reasonable
attorney's fees and court costs incurred by Lessor in defending any such claims, except
when caused by the negligence of the Lessor, its agents, servants, or employees.
SECTION EIGHT
INSURANCE
I. Indemnity and Public Liability Insurance
(a) During the entire term of this Lease, the Lessee will indemnify and
save harmless the Lessor against any and all claims, debts,
demands or obligation which may be made against the Lessor
arising out of or in connection with any negligent act or omission of
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the Lessee or any person claiming under, by or through the
Lessee.
During the entire term of this Lease, the Lessor will indemnify and
save harmless the Lessee against any and all claims, debts,
demands or obligations which may be made against the Lessee
arising out of or in connection with any negligent or omission of the
Lessor or any person claiming under, by or through the Lessor.
(b) Lessee, at its sole cost and expense, shall obtain and maintain in
force throughout the term of the Lease, comprehensive general
liability insurance against any loss, liability or damage on, about or
relating to the leased premises, with limits of not less than One
Million Dollars ($1,000,000.00) for death or injuries to one person
and not less than Two Million Dollars ($2,000,000.00) for the death
or injuries to two or more persons in one occurrence and not less
than One Million Dollars ($1,000,000.00) for damage to property
(all of the foregoing being hereinafter sometimes collectively
referred to as the "Liability Insurance"). All such Liability Insurance
obtained and maintained by Lessee shall name Lessor, and upon
request, all mortgagees, as additional insureds, and shall be
obtained and maintained with a reputable insurance company(ies)
having a Best rating of at least A-10. To the extent permitted by
law, the Lessee's insurance obligations under this or any other
provision of this Lease may be met, in whole or in part, by a plan of
self-insurance, provided that such self-insurance otherwise
complies with the provisions of this Lease.
(c) The policies of insurance required under this Section shall contain
an agreement by the insurer that it will not cancel or modify such
policy except after ten (10) days prior written notice to Lessor and
all mortgagees by certified mail, return receipt requested. Not less
than thirty (30) days prior to the expiration of any such insurance
policy, Lessee shall deliver to Lessor a certificate or binder
evidencing the replacement or renewal thereof.
(d) Promptly after a request by Lessor, Lessee, shall furnish Lessor
with duplicate original (s) or original certificate(s) of such insurance
policies, including renewal and replacement policies, together with
written evidence that the premiums therefor have been paid. It is
understood and agreed that said policies may be blanket policies
covering other locations operated by Lessee, its affiliates or
subsidiaries, provided that such blanket policies otherwise comply
with provision of this Section 9.
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II. Insurance for Damage or Destruction
(a) From and after the commencement Date, Lessee shall keep
insured any and all building and improvements upon the Lease
Premises against all losses or damages by fire and windstorm,
together with "extended coverage", which insurance will be
maintained in an amount which shall be one hundred percent
(100%) of the whole insurable value of the improvements on the
leased premises, and all such policies of insurance shall include
the name of the Lessor as one of the parties insured and shall fully
protect both the Lessor and Lessee as their respective interest may
appear, and if requested by Lessor, all mortgagees as additional
insureds.
(b) The policies of insurance required under this Section shall contain
an agreement by the insurer that it will not cancel or modify such
policy except after ten (10) days prior written notice to Lessor and
all mortgagees by certified mail, return receipt requested, and that
so long as a mortgagee is a named insured, coverage will not be
invalidated by reason of any act or neglect of Lessee. Not less
than thirty (30) days prior to the expiration of any such insurance
policy, Lessee shall deliver to Lessor a certificate or binder
evidencing the replacement or renewal thereof.
(c) Lessee shall furnish Lessor with duplicate original(s) or original
certificates) of such insurance policies, including renewal and
replacement policies, together with written evidence that the
premiums therefor have been paid. It is understood and agreed
that said policies may be blanket policies covering other locations
operated by suck blanket policies otherwise comply with the
provisions of this Section 9.
(d) In the event that, at any time during the term of this Lease, the
buildings and improvements on the leased premises shall be
destroyed or damaged in whole or in part, Lessee shall cause the
same to promptly be repaired, replaced or rebuilt (with such
changes in the design, type or character of the building and
improvements as Lessee may deem desirable which are approved
by Lessor). Rental shall not abate due to any damage or
destruction of the leased premises.
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SECTION NINE
ASSIGNMENT, SUBLEASE, OR LICENSE
With Lessor's prior consent, which shall not be unreasonably withheld, Lessee
shall have the privilege to assign, sublease or license the premises, but shall not be
relieved of its obligations under this Lease in the event of such assignment, sublease
or license.
SECTION TEN
IMPROVEMENTS OR ADDITIONS BY LESSEE
During the term of this Lease, Lessee shall have the right and privilege of
remodeling or altering the interior of the premises to make them usable for its intended
purpose. No alterations or improvements affecting the structural portion of the building
shall be made by Lessee without the consent of Lessor. Lessee shall be permitted,
within ten (10) days after the expiration or sooner termination of this Lease, to remove
any additions or improvement made by it except additions or improvements required by
code, regulation, or ordinance; provided, however, that it repairs any damage to the
premises caused by such removal or pays for any damages caused by such removal
and further provided, that any such addition or improvement not removed within ten
(10) days, shall be deemed abandoned and shall, thereupon, become the property of
Lessor without compensation to Lessee.
SECTION ELEVEN
RESTRICTIONS AGAINST MECHANIC'S LIENS
Lessee shall pay and settle all expenses and liabilities arising out of or in any
way connected with any and all construction, repairs, alterations, or maintenance of the
premises, and all liens of mechanics and materialmen, and all liens of a similar
character, arising out of or growing out of the construction, repair, alteration, or
maintenance of the premises.
SECTION TWELVE
CONDEMNATION
If all of the leased premises is taken by condemnation, this Lease shall terminate
on the date when the leased premises shall be so taken; and the rent shall be
apportioned as of that date. Any and all condemnation awards following termination of
the Lease shall be the sole and exclusive property of the Lessor. If any part of the
leased premises is taken by condemnation, then Lessee shall restore the leased
premises to an architecturally-complete unit. The rent shall not abate following a
partial condemnation but Lessor shall assign to Lessee its right to assert a claim for
any award in any condemnation proceedings.
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SECTION THIRTEEN
HOLDING OVER
The failure of Lessee to surrender the premises upon the termination of the
original lease term or extension, and subsequent holding over by Lessee, without
consent of the Lessor shall result in the creation of a tenancy for month to month at a
monthly rental of 150% of the last month's rent, payable on the first day of each month
during the month to month tenancy. This provision does not give Lessee any right to
hold over. All other terms and condition of this Lease shall remain in full force during
any month to month tenancy hereunder.
SECTION FOURTEEN
NOTICES
Any notice which is given to Lessee shall be deemed sufficiently given if sent by
certified or registered mail postage prepaid, addressed as follows:
Lessor: (1) Richmond County Public Facilities, Inc.
C/O James B. Wall
P.O. Box 2125
Augusta, GA 30901
(2) And the demised premises.
Lessee: (1) Richmond County Department of Health
C/O District Health Director
North Leg Road
Augusta, GA 30909
The customary receipt shall be conclusive evidence of service, and notices shall
be effective as of the date of mailing thereof. Lessor agrees to accept rent at the
above-referenced address.
SECTION FIFTEEN
FORFEITURE
In the event of Lessee's failure to perform any of the terms or conditions of this
Lease for thirty (30) days after Lessee's receipt of written notice thereof, Lessor may
declare the rights of the Lessee under this Lease terminated, and thereafter, recover
possession of said premises through legal process.
In the event of termination and re-entry by the Lessor in accordance with the
foregoing, Lessee shall be obligated to Lessor for any loss of rent. However,
notwithstanding any provision in the Lease to the contrary, Lessor and Lessee agree
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that Lessee's liability upon default shall not exceed such costs and expenses plus the
amount of rent remaining due for the then existing term of the Lease.
SECTION SIXTEEN
REMEDIES ON DEFAULT
In the event of any default of Lessor in the performance of any promise or
obligation to be kept or performed hereunder and the default continues for a period of
thirty (30) days after receipt by Lessor of a written notice from Lessee specifying the
default, in such event Lessee, at its election, can declare this Lease terminated and
void and vacate the premises within an additional period of thirty (30) days, paying rent
only to the date of said vacating. In the event of any default of Lessee in the
performance of any promise or obligation to be kept or performed hereunder and the
default continues for a period of thirty (30) days after receipt by Lessee of a written
notice from Lessee specifying the default, in such event, Lessor may, in addition to the
remedies set forth in Section 15, pursue all other remedies available at law and in
equity.
SECTION SEVENTEEN
TAXES, ASSESSMENTS AND CHARGES
Lessee agrees to pay all general real estate taxes and special assessments
assessed to the Lease premises during the term of the Lease. 2002 taxes shall be pro
rated based on the commencement date of this Lease. In additional Lessee agrees to
pay any and all charges, assessments or other fees due and payable pursuant to any
declarations or maintenance agreements of record charged during the term of this
Lease. Such taxes, assessments and charges shall be paid before they are delinquent
and become charges against the premises.
SECTION EIGHTEEN
LESSOR TO HAVE ACCESS
Lessor hereby expressly reserves the right to enter the premises and/or any part
thereof, at any time in the even of emergency. Furthermore, Lessor may enter the
premises after five (5) days written notice to make inspections, to exhibit the premises
to prospective tenants, purchasers, or others, and to perform any acts related to safety,
protection, preservation, or improvement of the premises.
Lessee shall have the right to hold and enjoy the leased premises peacefully
without unreasonable hindrance or interruption by Lessor or any persons claiming by,
through, or under him until the end of such term or any extension of renewal thereof.
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SECTION NINETEEN
OPTION TO PURCHASE
Lessee has the option to purchase the leased premises for the sum of $1.00
after the end of the last renewal term of this Lease, provided that all rent has been
timely paid for the full 180 months of the renewal terms hereof. Lessee shall exercise
such option by giving written notice of same to Lessor not less than sixty (60) days prior
to the expiration of the last renewal term.
SECTION TWENTY
ENTIRE AGREEMENT
Lessor and Lessee represent to each other that there are no oral agreements
affecting this Lease; this Lease, exhibits and rider, if any, attached hereto and forming
a part hereof, supersede and cancel any and all previous negotiations, arrangements,
letters of intent, lease proposals, brochures, agreements, representations, promises,
warranties and understandings between the parties as stated by, including but not
limited to, Lessor's and Lessee's agent(s) and employee(s). No alteration, amendment,
change or addition to this Lease shall be binding upon either party unless reduced to
writing and signed by each party.
SECTION TWENTY-ONE
BROKERS
Lessor and Lessee agree that there are no broker fees or commissions due
under this Lease, and Lessor and Lessee agree to hold each other harmless on
account of any claim by any broker claiming fees or commissions through any contract
with Lessor or Lessee.
SECTION TWENTY-TWO
RECORDING
Either party shall, upon ten (10) days written request of the other, execute,
acknowledge and deliver to the other, a short form Memorandum of the Lease for
recording purposes. All costs and expenses related thereto shall be home by the party
requesting the memorandum.
SECTION TWENTY-THREE
WAIVER
No waiver by either of the parties hereto of any provision or breach hereof, shall
be deemed a waiver of any other provision or of any subsequent breach by the Lessee
or the Lessor of the same or any other provisions. The Lessor's or Lessee's consent to
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or approval of any act shall not be deemed to render unnecessary the obtaining of the
Lessor's or the Lessee's consent to or approval of any subsequent act.
No remedy or election hereunder shall be deemed exclusive, but shall,
whenever possible, be cumulative with all other remedies at law or in equity.
If at any time under the provisions of this Lease the consent of the Lessor or the
Lessee is required, it shall not be unreasonably withheld.
SECTION TWENTY-FOUR
LAW
This Lease and the performance hereunder shall be governed by the laws of the
State of Georgia.
SECTION TWENTY-FIVE
HEADINGS
This instrument's paragraph headings are for quick reference and convenience
only and do not alter, amend, or otherwise affect the terms, conditions, and agreements
set out herein.
SECTION TWENTY-SIX
LITIGATION
In the event of litigation between the Lessor and the Lessee relative to right,
obligation and duties of either party under this Lease, each party shall pay its own
attorney fees and costs. Further, Lessee shall look solely to Lessor's estate and
interest in the leased premises for the satisfaction of any right of Lessee for the
collection of a judgment or other judicial process requiring the payment of money by
Lessor.
SECTION TWENTY-SEVEN
SEVERABILITY
Should any provision of this Lease be or become invalid, void, illegal or not
enforceable, it shall be considered separate and severable from the Lease and the
remaining provisions shall remain in force and be binding upon the parties hereto as
through such provision had not been included.
SECTION TWENTY-EIGHT
ENVIRONMENTAL MATTERS
(a) Lessor represents that, to the best of its knowledge and excepting any
matters disclosed in any environmental reports regarding the leased
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premises , (I) the leased premises have never been used for the use,
discharge or storage of any hazardous materials or any landfill for
garbage or refuse, dump, stump pit or other similar purposes and (II) the
leased premises are free of any underground storage tanks, petroleum
product contamination, hazardous substances, asbestos, contaminants,
oil, radioactive or other materials, the removal of which is required, or the
maintenance of which is prohibited, penalized or regulated by any local,
state, or federal agency, authority or governmental unit. In the event of
the breach of any of the foregoing representations of this Section, Lessee
may vacate, at its sole option and as its sole remedy, the leased premises
with no further obligation for rent.
(b) Lessee warrants and represents to Lessor that while Lessee has an
interest in the property, the Leased Premises is and at all time hereafter,
will continue to be in full compliance with all federal, state and local
environmental laws and regulations, including but not limited to, the
Comprehensive Environmental Response Compensation and Liability Act
of 1980 ("CERCLA"), Public Law No. 96-510, 94 Stat. 2767, 42 USC 9601
et sea., and the Superfund Amendments and Reauthorization Act of 1986
(SARA), Public Law No. 99-499, 100 Stat. 1613. In addition, Lessee shall
fully disclose to Lessor in writing the existence, extent and nature of any
hazardous materials, substances, wastes or other environmentally
regulated substances, which Lessee is legally authorized and empowered
to maintain on, in or under the leased premises or use in connection
therewith, and Lessee has obtained and will maintain all licenses, permits
and approvals required with respect thereto, and is in full compliance with
all of the terms, conditions and requirements of such licenses, permits
and approvals. Lessee further warrants and represents that it will
promptly notify Lessor of any change in the nature or extent of any
hazardous materials, substances and wastes maintained on, in or under
the leased premises or used in connection therewith, and will transmit to
Lessor copies of any citations, orders, notices or other material
governmental or other communications received with respect to any other
hazardous materials, substances, wastes or other environmentally
regulated substances affecting the Property. Lessee shall indemnify and
hold Lessor harmless from and against any and all damages, penalties,
fines, claims, liens, suits, liabilities, costs (including clean-up costs),
judgments and expenses (including attorneys', consultants' and experts'
fees and expenses) of every kind and nature suffered by or asserted
against Lessor as a direct or indirect result of the covenant made by
Lessee in this paragraph being false or untrue in any material respect or
any requirement under any law, regulation or ordinance, local, state or
federal, which requires the elimination or removal of any hazardous
materials, substances, wastes or other environmentally regulated
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substances. This provision and the indemnities set forth herein shall
survive the expiration or earlier termination of the Lease.
SECTION TWENTY-NINE
SUBORDINATION
Lessee acknowledges that Lessor has entered into a financing arrangement with
Beacon Blue, LLC (the "Lender") which is secured by a deed to secure debt on the
leased premises and an assignment of the rents generated therefrom (the "Security
Documents"). Lessee acknowledges and agrees that the Lease is now and shall
remain subject and subordinate to the Security Documents and to any renewals,
modifications, replacements, consolidations, and executions thereof. Lessee further
acknowledges and agrees that to the extent any provisions contained in the Lease
conflict with provisions in said Security Documents, the Security Documents shall
control.
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IN WITNESS WHEREOF, the parties have executed and delivered this Lease in
duplicate as of the date first above written.
Lessor:
Richmond County Public Facilities, Inc.
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911A' Name: i(471 �:/r..
Title: �zeit u�
By:
Nam . 1D' r (C-)Izle
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Title: -<e e
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Witne s
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My Commission expires: 044/6 :-
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Lessee:
Richmond County Department of Health
By:
Name: -; s,2 g. e j . vC 4 wt.
Title: •
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Witness
NG otary Public
?J•� -s1/4,CO• i •�i eOY D. REVELL
' Notary Public
My Commission - •.�= STATE OF GEORGIA
pp'
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