HomeMy WebLinkAboutAMENDMENT TO SITE LEASE AGREEMENT BETWEEN AUGUSTA, GEORGIA AND AUGUSTA WASTE TO ENERGY, LLC AMENDMENT TO SITE LEASE AGREEMENT
4_ This AMENDMENT TO SITE LEASE AGREEMENT (the "Amendment") is made this
cQD day of Nilte tdo , 2018 (the "Effective Date"), by and between AUGUSTA
WASTE TO ENERGY, LLC (the "Lessee") and AUGUSTA, GEORGIA, a political subdivision
of the State of Georgia(the"Lessor"). Lessor and Lessee are each individually also referred to as
a"Party" and collectively, as the"Parties."
WITNESSETH:
WHEREAS, Landlord and Tenant entered into that certain Site Lease Agreement dated
September 26, 2017 (the "Lease") to lease land for a Processing Site located at Lessor's Landfill
in Blythe, Georgia(the"Premises").
WHEREAS, the Parties desire to amend the established timelines, financial liability
requirements, and other provisions of the Lease pursuant to the terms of this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants of Lessor and Lessee,
and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties hereby covenant and agree as follows:
1. Capitalized terms not defined herein shall have the meaning ascribed to such term in the
Lease.
2. Section 3.6, Conditions Precedent to Lessee's Obligation to Lease Processing Site, is
hereby deleted in its entirety and replaced with the following:
3.6 Conditions Precedent to Lessee's Obligation to Lease Processing Site. Lessee's
obligation to lease the Processing Site and to perform all other obligations of
Lessee under the terms and conditions of this Lease are subject to fulfillment of
the following"Conditions Precedent"on or before eighteen(18)months after the
execution of the Lease, except that any of the same may be waived by Lessee in
its sole discretion, in writing:
(a) Satisfactory completion of the Inspections by Lessee to confirm that the
Processing Site is an appropriate location for Lessee to operate a
Processing Facility
(b) Satisfactory ALTA/ACSM survey of the Processing Site and any
improvements (the"Survey");
(c) Satisfactory environmental reports and condition, including a Phase I
report;
(d) Satisfactory soil borings to confirm geotechnical characteristics of the
Processing Site;
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(e) Satisfactory cross access and other appropriate easements, which Lessor
shall provide to Lessee as required by Lessee.
(f) Lessor's completion of its obligations set forth in Section 2.2 above.
Additionally, the obligations of Lessee under this Lease are subject to fulfillment of the
following "Additional Condition Precedent" on or before eighteen (18) months after the
execution of this Lease: Lessee shall have entered into agreements and received Permits
and all other necessary governmental authorizations on terms and conditions acceptable
to Lessee, in Lessee's sole discretion, that shall: (i) enable Lessee to accept delivery of
Municipal Solid Waste from Lessor and process it in accordance with Lessee's business
model and facility design; and (ii) enable Lessee to finance, build and operate the
Processing Facility on the Processing Site.
3. Section 4.4,Improvements, is hereby deleted in its entirety and replaced with the following:
4.4 Improvements. Lessor and Lessee intend and agree that, subject to the terms and
conditions of this Lease, the Lessee's improvements including the Processing
System, shall be and remain the personal property of Lessee, and shall at no time
become a fixture with respect to the Processing Site. Upon termination or
expiration of this Lease, title to any improvements situated or erected on the
Processing Site, and any alteration, change or addition thereto, shall remain solely
in Lessee. Within one hundred and eighty(180) days of the expiration or earlier
termination of the Initial Term (or any extension thereof), all processing
equipment installed, including any building or other improvement, shall, at
the option of Lessee: remain the property of the Lessee and be removed; Lessee
may demolish and dispose of any or all of the foregoing; and/or Lessee may
abandon the same on the Processing Site if the Lessor has consented to such
abandonment in writing. Provided, however, should the Lessor desire that any of
the foregoing improvements remain at the Processing Site despite Lessee's desire
to remove the same, Lessor shall pay Lessee the fair market value, as determined
at the time of the acquisition, for such improvement(s). Should Lessee decide to
remove any equipment and/or other improvement, such removal shall be done in
such a manner that it does not damage the integrity of any abandoned or
purchased improvement that the Lessor has elected to retain. Lessee shall be
solely responsible for any post-closure costs and liability for the premises
associated with the termination of the Agreement.
4. Section 13.1, Lessee's Insurance is hereby deleted in its entirety and replaced with the
following:
13.1 Lessee's Insurance. Lessee shall at all times carry and maintain, at its own
expense, the minimum insurance coverage set forth in this Section 13. 1. The terms and
conditions of such insurance policies (including the amount, scope of coverage,
deductibles and self-insured retentions) shall be commercially reasonable and the
coverage shall be on an occurrence basis:
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(a) Commercial GL: no less than$1,000,000.
(b) Auto Liability — single limit: no less than $1,000,000, including
coverage for owned, non-owned and hired vehicles for both bodily
injury and property damage.
(c) Property/Machinery Breakdown "all risk" insurance for
replacement cost for Processing System and shall include business
interruption coverage.
(d) Pollution Liability Coverage: no less than$ 2,000,000.
(e) Worker's Compensation insurance, covering liability under
applicable worker's compensation law, at the statutory coverage
levels; and
(f) $1,000,000 Employer Liability.
The State of Georgia also requires that Lessee provide financial assurance to cover the
amount of waste that Processing Site will handle at its maximum capacity, in the event that the
Processing Sire is abandoned or ceases to operate. The amount of financial assurance required
by the State of Georgia for Lessee's Processing Site is approximately $1,400,000.00. Such
amount shall be certified by the State of Georgia on an annual basis. Lessee shall be solely
responsible for such required financial assurance and certification. Failure of Lessee to do so
shall result in a breach of this Agreement and automatically terminate this Agreement.
5. All other terms and conditions of the Lease that are not modified by this Amendment shall
continue in full force and effect.
[SIGNATURES ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, Lessor and Lessee have executed this Amendment as of the
Effective Date.
LESSOR: LESSEE:
AUGUSTA, GEORGIA AUGUSTA WASTE TO ENERGY,LLC
By: By: e4 , J
Name: Hardie Davi , r. Name: C. Dean Alford
Title: Mayor Title: President and CE•
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