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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 1 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 2 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 3 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) 4 (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. 5 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 6 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. 7 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. 8 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. 9 • 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 10 • 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. 11 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 12 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 13 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 14 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. 15 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. K, Kit/1__iwieti ;2_, 911A' Name: i(471 �:/r.. Title: �zeit u� By: Nam . 1D' r (C-)Izle li Title: -<e e UI4L I Witne s j „th,f N• aj Public y- z , County, Georgia My Commission expires: 044/6 :- 16 Lessee: Richmond County Department of Health By: Name: -; s,2 g. e j . vC 4 wt. Title: • qqa. Witness NG otary Public ?J•� -s1/4,CO• i •�i eOY D. REVELL ' Notary Public My Commission - •.�= STATE OF GEORGIA pp' 17