Mr. Brandon Wallace Ware County Letter Agreement for Services August 10,2017 Page 3 7. If requested by the County, meet with County staff and other stakeholders to discuss the project findings. County staff will define the participants, provide a meeting space and coordinate the date and time with materials provided by Thomas & Hutton. Exclusions Items not included in the scope of services are as follows: 1. Preliminary or final engineering design plans. 2. Assistance with final permitting. 3. Traffic studies. 4. GDOT final permitting. 5. Army Corps of Engineering 404 or Nationwide wetland permitting. 6. Project team meetings other than those specifically scoped herein 7. Signal design or signal modification design 8. Archaeological survey and report 9. ALT AI ACSM, boundary surveyor right of way acquisition surveys. 10. Wetland delineation, surveys, or permits 11 . Conveyance boundary surveys to GDOT 12. Subdivision, tree, topographic, or construction stake-out surveys 13. Rezoning or Zoning Variances 14. Geotechnical investigation or report 15. Phase One or Phase Two Environmental Assessments 16. Endangered species survey and report 17. Exhibits other than those specifically scoped herein 18. Act as an expert witness for legal activities These items can be provided, if requested by the Owner in writing. The proposed budget for services is as follows : Phase Fee Structure Information Gathering Phase Time & Expense - Budget Feasibility Study Time & Expense - Budget Project Meetings Time & Expense - Budget Reimbursable Expenses Budget Fee or Time & Expense Budget $ 14,600.00 $ 41,000.00 $ 8,400.00 $ 1,000.00 We anticipate commencement of our work within 15 calendar days from receipt of your authorization to proceed with completion within 180 calendar days from commencement. This proposal between Ware County Board of Commissioners (Owner), and Thomas & Hutton Engineering Co. ("Consultant" or "Thomas & Hutton"), consisting of the Scope of Services, General Provisions, Engineering Services Rate Sheet, and this letter with authorized signatures, represents the entire understanding between you and us with respect to the Project. This agreement may only be modified in writing if signed by both of us. ___ Owner's Initials {iI.Uif Consultant's Initials
Transcript
Mr. Brandon Wallace Ware County Letter Agreement for Services August 10,2017 Page 3
7. If requested by the County, meet with County staff and other stakeholders to discuss the project findings. County staff will define the participants, provide a meeting space and coordinate the date and time with materials provided by Thomas & Hutton.
Exclusions
Items not included in the scope of services are as follows:
1. Preliminary or final engineering design plans. 2. Assistance with final permitting. 3. Traffic studies. 4. GDOT final permitting. 5. Army Corps of Engineering 404 or Nationwide wetland permitting. 6. Project team meetings other than those specifically scoped herein 7. Signal design or signal modification design 8. Archaeological survey and report 9. ALT AI ACSM, boundary surveyor right of way acquisition surveys. 10. Wetland delineation, surveys, or permits 11 . Conveyance boundary surveys to GDOT 12. Subdivision, tree, topographic, or construction stake-out surveys 13. Rezoning or Zoning Variances 14. Geotechnical investigation or report 15. Phase One or Phase Two Environmental Assessments 16. Endangered species survey and report 17. Exhibits other than those specifically scoped herein 18. Act as an expert witness for legal activities
These items can be provided, if requested by the Owner in writing.
The proposed budget for services is as follows :
Phase Fee Structure
Information Gathering Phase Time & Expense - Budget Feasibility Study Time & Expense - Budget Project Meetings Time & Expense - Budget Reimbursable Expenses Budget
Fee or Time & Expense Budget
$ 14,600.00 $ 41,000.00 $ 8,400.00 $ 1,000.00
We anticipate commencement of our work within 15 calendar days from receipt of your authorization to proceed with completion within 180 calendar days from commencement.
This proposal between Ware County Board of Commissioners (Owner), and Thomas & Hutton Engineering Co. ("Consultant" or "Thomas & Hutton"), consisting of the Scope of Services, General Provisions, Engineering Services Rate Sheet, and this letter with authorized signatures, represents the entire understanding between you and us with respect to the Project. This agreement may only be modified in writing if signed by both of us.
___ Owner's Initials
{iI.Uif Consultant's Initials
Mr. Brandon Wallace Ware County Letter Agreement for Services August 10,2017 Page 4
It is understood no work will commence until written authorization is provided to us by you for the Project.
If the arrangements set forth in these documents are acceptable to you, please sign and initial the enclosed documents in the spaces provided below and return to us. This proposal will be open for acceptance until September 1,2017 unless extended under mutual understanding of both parties.
We appreciate the opportunity to prepare this proposal and look forward to working with you on the project.
The parties agree and acknowledge that any of the parties hereto may execute this agreement by electronic signature, and the other party may rely upon such electronic signature as an original record of signature.
By~IJ~~ __ 1d-l--' __ Robert cheeck Project Manager
Consulting Services Rate Sheet
ACCEPTED: ,2017
By ____________________________ __
TITLE
_____ Owner's Inlflals
il/i~tLj· Consultant's Initials
GENERAL PROVISIONS TO LETTER AGREEMENT FOR SERVICES BETWEEN
THOMAS & HunON ENGINEERING CO. (CONSULTANT) AND WARE COUNTY, GEORGIA BOARD OF COMMISSIONERS (OWNER) JAMESTOWN AREA FEASIBIUTY STUDY AUGUST 10,2017
PAYMENT FOR SEBYICES
For services rendered, OWNER shall pay CONSULTANT as outlined in the Letter Agreement for Services.
Payment for services on the basis of 'Time & Expense" shall be paid in accordance with the schedule of charges attached hereto.
Project related costs for printing, reproductions. materials, and travel will be billed as reimbursable expenses.
Projects will be billed monthly or at the completion of the work, whichever comes sooner, with poyment due upon receipt. Payment shall be considered overdue after forty-five (45) days from date of invoice. with interest charged at 0 monthly rate of 1.5 percent (18 percent annual rate) .
CONSULTANT reserves the right to suspend work hereunder or any other work to be pertormed by CONSULTANT for OWNER or any of its affiliates under a separate agreement or agreements with CONSULTANT in the event of delinquent payment by OWNER to CONSULTANT hereunder or in the event of delinquent payment by OWNER or its affiliates to CONSULTANT under a separate agreement or agreements. For all purposes hereof. affiliate shall mean (i) in the case of an individual. any relative of any person listed among the following, (ii) any officer. director. trustee, partner, manager, employee or holder of 5 percent or more of any class of the voting securities of or equity interest in the OWNER; (iii) any corporation, partnership, limited liability company. trust or other entity controlling, controlled by or under common control with the OWNER; or (iv) any officer, director, trustee, partner. manager, employee or holder of 5 percent or more of the outstanding voting securities of any corporation, partnership. limited liability company, trust or other entity controlling, controlled by, or under common control with the OWNER.
In the event legal action is necessary to enforce the payment terms of this Agreement, the CONSULTANT shall be entitled to collect from the OWNER any judgment or settlement sums due, plus reasonable attorneys' fees, court costs and other expenses incurred by the CONSULTANT for such collection action and, in addition, the reasonable value of the CONSULTANT's time and expenses spent for such collection action, computed according to the CONSULTANT's prevailing fee schedule and expense policies.
ASSIGNMENT
Neither party to this Agreement shall transfer, sublet or assign any rights or duties under or interest in this Agreement, including but not limited to monies that are due or monies that may be due, without the prior written consent of the other party. Subcontracting to subconsultants, normally contemplated by the CONSULTANT as a generally accepted business practice, shall not be considered an assignment for purposes of this Agreement.
OWNER'S RESPONSI81LmES
A. Access
OWNER shall make provIsIons for the CONSULTANT to enter upon public and private lands as required to perform such work as surveys and inspections in development of the Project.
B, OWNER's Representative
The OWNER shall designate in writing one person to act as OWNER's Representative with respect to the work to be performed under this Agreement. This Representative shall have complete authority to transmit instructions, receive information. interpret. and define OWNER's policy and decisions, with respect to the product, materials, equipment, elements, and systems pertinent to the work covered by this Agreement.
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C. Fees
The OWNER is responsible for payment of fees associated with the project. Such fees include permit review and application fees, impact fees, and capacity fees. The CONSULTANT will notity the OWNER regarding the amount of fees and timing of payment.
CONSULTANTS RESPONSI81LmES
In providing services under this Agreement, the CONSULTANT shall perform in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances at the same time and in the same or similar locality. No other representation, expressed or implied, and no warranty or guarantee is included or intended in the Agreement, or in any report, opinion, document. or otherwise.
OWNERSHIP OF INSTRUMENTS OF SERYICE
All reports, drawings, specifications, computer files, electronic files, BIM models, field data, notes and other documents and instruments prepared by CONSULTANT as instruments of service shall remain the property of the CONSULTANT. The CONSULTANT shall retain all common law, statutory, and other reserved rights, including, without limitation, the copyrights thereto. The CONSULTANT shall retain these records for a period of two (2) years following their completion during which period paper copies will be made available to the Project OWNER at reasonable times.
ElECTRONIC fUES
In accepting and utilizing any drawings, reports and data on any form of electronic media generated and furnished by the CONSULTANT, the OWNER agrees that all such electronic files are instruments of service of the CONSULTANT, who shall be deemed the author, and shall retain all common law, statutory law and other rights, without limitation, including copyrights.
The OWNER agrees not to reuse these electronic files, in whole or in part, for any purpose other than for the Project. The OWNER agrees not to transfer these electronic files to others without the prior written consent of the CONSULTANT. The OWNER further agrees to waive all claims against the CONSULTANT resulting in any way from any unauthorized changes to or reuse of the electronic files for any other project by anyone other than the CONSULTANT.
The OWNER is aware that differences may exist between the electronic files delivered and the printed hard-copy construction documents. In the event of a conflict between the signed construction documents prepared by the CONSULTANT and electronic files, the signed or sealed hard-copy construction documents shall govern.
In addition, the OWNER agrees, to the fullest extent permitted by law. to indemnity and hold harmless the CONSULTANT, its officers, directors, employees and subconsultants (collectively, CONSULTANT) against all damages, liabilities or costs, including reasonable attomeys' fees and defense costs, arising from any changes made by anyone other than the CONSULTANT or from any reuse of the electronic files without the prior written consent of the CONSULTANT.
Under no circumstances shall delivery of electronic files for use by the OWNER be deemed a sale by the CONSULTANT, and the CONSULTANT makes no warranties, either express or implied, of merchantability and fitness for any particular purpose. In no event shall the CONSULTANT be liable for indirect or consequential damages as a result of the OWNER's use or reuse of the electronic files.
GENERAL PROVISIONS TO LETTER AGREEMENT FOR SERVICES BETWEEN THOMAS & HUTTON ENGINEERING CO. (CONSULTANT) AND WARE COUNTY, GEORGIA BOARD OF COMMISSIONERS (OWNER)
JAMESTOWN AREA FEASIBIUTY STUDY AUGUST 10,2017
CEfWFlCAUQNS GUARANTEES ANP WARRANTIES
The CONSULTANT shall not be required to sign any documents. no molter by whom requested. that would result in the CONSULTANT's having to cerlify. guarantee or warrant the existence of conditions whose existence the CONSULTANT cannot osee ria in or any way might. in the sale judgment of the CONSULTANT. increase the CONSULTANT's contraelual or legal obligations or risks. or adversely affeel the availability or cost of its professional or general liability insurance. The OWNER also agrees not to make resolution of any dispute with the CONSULTANT or payment of any amount due to the CONSULTANT in any way contingent upon the CONSULTANT's signing any such cerlification.
ACCESSIBILITY
The OWNER acknowledges that the requirements of the Americans with Disabilities AelIADA). Fair Housing Act (FHA) and other federal. state and local accessibility laws. rules. codes. ordinances and regulations will be subject to various and possibly contradictory interpretations. The CONSULTANT. therefore. will use its reasonable professional efforls and judgment to interpret applicable accessibilify requirements in effect as of the date of [the execution of this Agreement. submission to building authorities. or other appropriate date] and as they apply to the Project. The CONSULTANT. however. cannot and does not warrant or guarantee that the OWNER's Project will comply with all interpretations of the accessibility requirements and/or the requirements of other federal. state. and local laws. rules. codes. ordinances. and regulations as they apply to the Project. Any changes in the applicable law or contrary interpretations of existing law subsequent to the issues of permits which requires CONSULTANT to perlorm redesign will be considered an additional service.
SUBSTITUTIONS
Upon the wrilten request or direction of OWNER. CONSULTANT shall evaluate and advise OWNER with respeel to proposed or requested changes in materials. products. or equipment. CONSULTANT shall be entitled to rely on the accuracy and completeness of the information provided in conjunelion with the requested substitution. CONSULTANT shall not be responsible for errors. omissions. or inconsistencies in information by others or in any way resulting from incorporating such substitution into the Project. OWNER shall be invoiced for this service on a Time & Expense bosis unless both parlies mutually agree on a lump sum fee.
OPINIONS Of PROBABLE com
Since the CONSULTANT has no control over the cost of labor. materials. or equipment. or over the Contraelor's methods of determining prices. or over competitive bidding or market conditions. his opinions of probable construelion costs provided for herein are to be made on the basis of his experience and qualifications. These opinions represent his best judgment as a design professional familiar with the construction industry.
However. the CONSULTANT cannot and does not guarantee that proposals. bids. or the construelion cost will not vary from opinions of probable construelion costs prepared by him.
BErrfRMfNT
If. due to the CONSULTANT's negligence. a required item or component of the Project is omitted from the CONSULTANT's construction documents. the CONSULTANT shall not be responsible for paying the cost required to add such item or component to the extent that such item or component would have been required and included in the original construelion documents. In no event will the CONSULTANT be responsible for any cost or expense that provides betterment. upgrades. or enhances the value of the Project.
___ Owner's Initials
pp.lf ___ Consultant's Initials
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CHANGED CONPITIONS
If. during the term of this Agreement. circumstances or conditions that were not originally contemplated by or known to the CONSULTANT are revealed. to the extent that they affeelthe scope of services. compensation. schedule. allocation of risks or other material terms of this Agreement. the CONSULTANT may call for renegotiation of appropriate porlions of this Agreement. The CONSULTANT shall notify the OWNER of the changed conditions necessitating renegotiation. and the CONSULTANT and the OWNER shall promptly and in good faith enter into renegotiation of this Agreement to address the changed conditions. If terms cannot be agreed to. the parties agree that either parly has the absolute right to terminate this Agreement in accordance with the Termination provision hereof.
CODE COMPLIANCE
The CONSULTANT shall exercise usual and customary professional care in its efforls to comply with applicable laws. codes and regulations in effeel as of the date of this agreement was written. Design changes made necessary by newly enacted laws. codes and regulations after this date shall entitle the CONSULTANT to a reasonable adjustment in the schedule and additional compensation in accordance with the Additional Services provisions of this Agreement.
In the event of a confliel between laws. codes and regulations of various governmental entities having jurisdiction over this Project. the CONSULTANT shall notify the OWNER of the nature and impact of such conflict. The OWNER agrees to cooperate and work with the CONSULTANT in an efforl to resolve this conflict.
VALUE ENGINEERING
Ilf) OWNER has eleeled to engage in value engineering of the Projeel. OWNER has established cost as a primary project objeelive over other programming. performance. and aesthetic objectives and recognizes that in doing so. it has limited the available design and product options. These limitations may impael the overall projeel cost. schedule. and performance. OWNER has accepted these risks and impacts in recognition of the imparlance it has placed on project cost.
pELEGATED pESIGN
Where any design services are provided by persons or entities not under CONSULTANT's direel control. CONSULTANT's role shall be limited to its evaluation of the general conformance with the design intent and the interface with CONSULTANT's design and porlion of the project. Except to the extent. it is aelually aware of a deficiency. error. or omission in such design by others. CONSULTANT shall have no responsibility for such design and may rely upon its adequacy. accuracy. and completeness in all respects.
LIMITS Of L!ABILITY
Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third parly against either the OWNER or the CONSULTANT. The CONSULTANTs services under this Agreement are being performed solely for the OWNER's benefit. and no other parly or entity shall have any claim against the CONSULTANT because of this Agreement or the performance or nonperformance of services hereunder. The OWNER and CONSULTANT agree to require a similar provision in all contraels with contraelors. subcontractors. subconsultants. vendors. and other entities involved in this Projeel to carry out the intent of this provision.
To the fullest extent permilted by law. and not withstanding any other provision of this Agreement. the total liability. in the aggregate. of the CONSULTANT and the CONSULTANT's officers. direelors. parlners. employees and sub-consultants. and any of them. to the OWNER and anyone claiming by or through the OWNER (including. but not limited to construction contraelors &
GENERAL PROVISIONS TO LETTER AGREEMENT FOR SERVICES BETWEEN
THOMAS & HunON ENGINEERING CO. (CONSULTANT) AND WARE COUNTY. GEORGIA BOARD OF COMMISSIONERS (OWNER)
JAMESTOWN AREA FEASIBILITY STUDY AUGusTlO, 2017
subcontractors), for any and all claims, losses, costs or damages, including attorneys' fees and costs and expert-witness fees and costs of any nature whatsoever or claims expenses resulting from or in any way related to the Project or the Agreement from any cause or causes shall not exceed $ 25,000.00. It is Intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law, This liability cap may be Increased by mutual consent 01 both parties and In exchange for additional compensation,
It is our understanding the OWNER has elected to exclude Construction Observation and Monitoring from this contract. Based on this understanding, the OWNER assumes all responsibility for interpretation of the documents and for construction observation and supervision activities and waives any claims against the CONSULTANT that may in any way connected thereto. In addition, the OWNER agrees, to the fullest extent permitted by law, to indemnify and hold the CONSULTANT harmless from any loss, claim, or cost including reasonable attomeys' fees resulting from the pertormance of such services by other persons or entities and all claims arising from clarifications, interpretations, or changes made to the contract documents or work specified therein to reflect field or other changes made except for sole negligence or willful misconduct of the CONSULTANT. Any requests for specific construction observation services and agreed to by the CONSULTANT will be paid as Additional Services by the OWNER.
TIME BAR TO LEGAL ACTION
All legal actions by either party against the other arising out of or in any way connected with this Agreement or the services to be performed hereunder shall be barred and under no circumstances shall any such legal action be initiated by either party after five (5) years from the date of Substantial Completion, unless this Agreement shall be terminated earlier, in which case the date of termination of this Agreement shall be the date on which such period shall commence. Nothing in this Agreement is construed to waive any protections granted under existing laws of the state in which the work is performed.
ACTS OF OTHERS
The CONSULTANT shall not be responsible for the means, methods, techniques, sequences, or procedures of construction selected by Contractor(s) or the safety precautions and programs incident to the work of Contractor(s) . CONSULTANT shall not be responsible for the failure of Contractor(s) to perform the work in accordance with the Contract Documents.
The CONSULT ANT shall not be responsible for the acts or omissions of any Contractor, or sub-contractor, or any of the Contractor(s)'. or sub-contractors' agents, or employees or any other persons (except CONSULTANT's own employees and agents) at the site or othervvise performing any of the Contractor(s), work. However, nothing contained herein shall be construed to release CONSULTANT from liability for failure to perform properly the duties undertaken by CONSULTANT in the Contract Documents.
The CONSULTANT shall not be responsible for the acts, omiSSions, means, methods, or specifications of other design professionals not directly retained by CONSULTANT. Unless specillcally stated olherwise, the CONSULTANT's work and responsibility under this Contract terminates at the building pad or within five (5) leel of Ihe bUilding, whichever is grealer, for any proposed building shown on Ihe plans. The OWNER/Architect/Contractor is responsible for compliance with codes, regulations, manulacturer specillcatlons, and conslruction melhods related to the building structure. In no circumstance is the CONSULTANT responsible lor any portion of the building, especially as if relates to moisture or mold.
INDEMNIfiCATION
The CONSULTANT agrees, to the fullest extent permitted by law, to indemnify and hold harmless the OWNER, its officers, directors and employees (collectively, OWNER) against all damages, liabilities or
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/lini _ __ Consultant's Initials
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costs, including reasonable attorneys' fees and defense costs, to the extent caused by the CONSULTANT's negligent performance of professional services under this Agreement and that of its subconsultants or anyone for whom the CONSULTANT is legally liable.
The OWNER agrees, to the fullest extent permitted by law, to indemnify and hold harmless the CONSULTANT, its officers, directm, employees and subconsultants (collectively, CONSULTANT) against all damages, liabilities or costs, including reasonable attorneys' fees and defense costs, to the extent caused by the OWNER's negligent acts in connection with the Project and the acts of ils contractors, subcontractors or consultants or anyone for whom the OWNER is legally liable.
Neither the OWNER nor Ihe CONSULTANT shall be obligated to indemnify the other party in any manner whatsoever for the other party's own negligence or for the negligence of others.
CONSeQUENTIAL DAMAGES
Notwithstanding any other provision of this Agreement, ond to the fullest extent permitted by law, neither the OWNER nor the CONSULTANT, their respective officers, directors, partners, employees, contractors or subconsultants shall be liable to the other or shall make any claim for any incidental. indirect or consequential damages arising out of or connected in any way to the Project or to this Agreement. This mutual waiver of consequential damages shall include, but is not limited to, loss of use, loss of profit, loss of business, loss of income, loss of reputation and any other consequential damages that either party may have incurred from any cause of action including negligence, strict liability, breach of contract and breach of strict or implied warranty, Both the OWNER and the CONSULTANT shall require similar waivers of consequential damages protecting all the entities or persons named herein in all contracts and subcontracts with others involved in this project.
DISPUTE RESOlUTION
Any dispute or claim arising out of or relating to this Agreement shall be determined as follows: CONSULTANT and OWNER will negotiate in good faith to reach agreement. If negotiations are unsuccessful, CONSULTANT and OWNER agree the dispute shall be settled by mediation. In the event the dispute or any issues remain unresolved after the above steps, the disagreement shall be decided by such remedies of law as they are available to the parties. The appointment of a mediator and location will be subject to agreement between CONSULTANT and OWNER with each party being responsible for their portion of those costs.
JOBSITE SAFETY
Neither the professional activities of the CONSULTANT, nor the presence of the CONSULTANT or its employees and subconsultants at a construction/project site, shall impose any duty on the CONSULTANT, nor relieve the General Contractor of its Obligations, duties and responsibilities including, but not limited to, construction means, methods, sequence, techniques or procedures necessary for performing, superintending and coordinating the Work in accordance with the Contract Documents and any health or safety precautions required by any regulatory agencies. The CONSULTANT and its personnel have no authority to exercise any control over any construction contractor or its employees in connection with their work or any health or safety programs or procedures. The OWNER agrees that the General Contractor shall be solely responsible for job site and worker safety and warrants that this intent shall be carried out in the OWNER's contract with the General Contractor, The OWNER also agrees that the General Contractor shall defend and indemnify the OWNER, the CONSULTANT and the CONSULTANT's subconsultants. The OWNER also agrees that the OWNER, the CONSULTANT and the CONSULTANT's subconsultants shall be made additional insureds under the General Contractor's policies of general liability insurance.
GENERAL PROVISIONS TO LETTER AGREEMENT FOR SERVICES BETWEEN
THOMAS & HUTTON ENGINEERING CO. (CONSULTANT) AND WARE COUNTY, GEORGIA BOARD OF COMMISSIONERS (OWNER)
JAMESTOWN AREA FEASIBIUTY STUDY AUGusTl 0, 2017
HAZARDOUS MATfRlAL
Both parties acknowledge that the CONSULTANT's scope of services does not include any services related to the presence of any hazardous or toxic materials and/or mold. In the event the CONSULTANT or any other pe~on or entity involved in the project encounte~ any hazardous or loxic materials and/or mold. or should it become known to the CONSULTANT that such materials may be present on or about the jobsite or any adjacent areas that may affect the performance of the CONSULTANTs services. the CONSULTANT may. at its sole option and without liability for consequential or any other damages. suspend performance of its services under Ihis Agreement until the OWNER retains appropriate qualified consultants and/or contracto~ to identify and abate or remove the hazardous or toxic materials and warrants Ihat the jobsite is in full compliance with all applicable laws and regulations.
APPLICAnONS FOR PERMITS AND CERTIFICATES ReQUESTeO ON BEHALF Qf OWNER
The OWNER shall indemnify and hold the CONSULTANT harmless from and against any and all judgments, losses, damages, and expenses (including attorney fees and defense costs) arising from or related to claims by third parties to challenge the issuance of permits or certificates for the Project by agencies with jurisdiction in the premises. Defense costs shall include the time and expenses of the CONSULTANT's pe~onnel to assist in the defense of the issuance of the pemnit or certificate.
TERMINATIQN
In the event of termination of this Agreement by either party. the OWNER shall within fifteen (15) calendar days of temnination pay the CONSULTANT for all services rendered and all reimbursable costs incurred by the CONSULTANT up to the date of termination, in accordance with the payment provisions of this Agreement.
Either party may terminate this Agreement for the convenience and without cause upon giving the other party not less than fifteen (15) calendar days' written notice .
Either party may terminate this Agreement for cause upon giving the other party not less than seven (7) calendar day's written notice for any of the following reasons:
• Substantial failure by the other party to perform in accordance with the terms of this Agreement and through no fault of the terminating party:
• Assignment of this Agreement or transfer of the Project by either party to any other entity without the prior written consent of the other party:
• Suspension of the Project or the CONSULTANT's services by the OWNER for more than ninety (90) calendar days, consecutive or in the aggregate:
• Material changes in the conditions under which this Agreement was entered into, the Scope of Services or the nature of the Project, and the failure of the parties to reach agreement on the compensation and schedule adjustments necessitated by such changes.
In the event of any termination that is not the fault of the CONSULTANT, the OWNER shall pay the CONSULTANT, in addition to payment for services rendered and reimbu~able costs incurred, for all expenses reasonably incurred by the CONSULTANT in connection with the orderly termination of this Agreement, including but not limited to demobilization, reassignment of pe~onnel, associated overhead costs and all other expenses directly resulting from the termination.
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OWNER agrees 10 allow CONSULTANT to place a sign on the job site during construction. The sign will include general information relative to the CONSULTANT. CONSULTANT shall be responsible for the sign installation and removal.
AMENPMENT
This Agreement for Services can be amended by addenda if agreed to in writing and signed by both parties.
WOlvefto~SS0l'ia[eS
March 20, 2017
Mr. Scott Moye, MPA, lCMA-CM
County Manager Ware County Board of Commissioners 800 Church Street, Suite 223 P.O . Box 1069 Waycross, GA 21501
RE: Jamestown Road at Blalock Avenue and CSX Railroad
Dear Mr. Moye,
Wolverton & Associates, Inc. (W&A) is pleased to submit the enclosed proposal to develop concept alternatives to grade separate the intersection of Jamestown Road, Blalock Ave and the CSX Railroad. We are excited to be selected to submit this proposal and look forward to working with you once again .
This proposal is based on the following three (3) alternatives:
• An elevated intersection with Blalock Ave over CSX Railroad and tying to Jamestown Rd.
• Blalock Ave loop ramp over both CSX Railroad and Jamestown Rd.
• A bypass connector of Tanner Ln to Winn Clay Dr and crossing over Kettle Creek.
Our lump sum fee to develop these alternatives, as described in the enclosed proposal , is $23,903.90. W&A will provide the county with a concept layout PDF and an engineer's cost opinion for each of the three (3) alternatives . We anticipate completion of the concept al ternative within eight (8) weeks from Notice to Proceed.
Ware ounty wiU provide W&A with GIS information including all pertinent existing information required to prepare the concept alternative!;, including but nOllimited to aerial photography, two-fOOL contours and pr0pe.l1:y line info rmation in CAD formaL. Excluded h·om the scope i!; railroad coordination, utility coordination , public meetings, datahase survey , environm ·'utal, !ltructural and geotechnical engineering. The included scope of work is detailed in the attached manhour estimate.
We trust the enclosed information adequately describes our proposed services . We appreciate the opporlunily to be considered for this work and look forward to providing these professional services to Ware County. If any additional info rmation is required, please do not hesitate to call.
\ \ ~\ ... '.' \ \. d \', ~ r'l (j II ,\..::- (,< ,( J II i
Item/Talk Deocrlptlon
Concept Loyout I - Elevated Intersection
Concept U,YOUI 2 - BI.lock Loop Over R/R and Jameotown
Attachment A
W ARB COUNTY BOARD OF COMMISSIONERS
Jamestown Road at Blalock Avenue
MANHOUR BSTIMATB
PHASE I - CONCEPT DESIGN
No. Principal-In Project Senior
Dwg Charge Manager Engineer Engineer
4-
4-
Concept u.yout 3 - Detour Connector Tanner Ln to Wlnn Cloy Dr 4-
BuIld DTM from Contoun
Concepru,1 Prome. (3 Alternoo_)
Concepru.1 Cross Section. (3 Altern.tives)
Conceptu.1 Staging Analysi. (u.yont I)
Conoept Cost Opinions (3 Altern,tives)
Concept Meeting.nd Site Visit (1) 12 12
Project Mimagement/Coordlnation 18
Totals 37 32 34-
Bnllineer Traffic Roadway
A.uoclate Engineer Technician Clerical
12
12
18
10
12
88 0
Attachment A
W ARIl COUNTY nOARD Of COMMISSIONIlRS
Jamestown Road at Blalock Avenue
COST ESTIMATE
PHASE I - CONCEPT DESIGN
HOURLY LABOR COSTS
Personnel Est. Hours Rate/Hour Cost
Principal-in-Charge 2 $200.00 $400.00
Project Manager 37 $175,00 $6,475.00
Senior Roadway Engineer 32 $145.00 $4,640.00
Roadway Engineer H $110.00 $3,740.00
Engineer Associate 88 $95.00 $8,360.00
Total Labor $23,615,00
DIRECT COSTS No . Unit Price
Mileage 540 $0,54 $288.90
Total Direct Costs $288.90
Total Cost
Totals
$23,615.00
$288.90
$23,903.90
TAB
E
... Opportunity in every direction.
WARE COUNTY BOARD OF COMMISSIONERS AGENDA ITEM
SUBJECT: NEW ADMINISTRATION BUILDING - CHANGE ORDER
DEPARTMENT: ENGINEERING
ATTACHMENTS: Ordinance Resolution
X Support Documents ___ Other
COUNTY FUNDS REQUIRED: $15,674.34
BUDGETED ITEM: X YES NO
SUMMARY: The original veneer for the new administration building was a marble composite. The veneer was changed to brick and cast stone as a value engineering option. With the revision from a marble composite to cast stone, additional structural steel supports are needed over the lower roof areas of the building.
We has a proposal from R.H. Tyson to add this additional structural steel to support the cast stone in the amount of $15,674.34. This additional cost will be funded from the Contingency lineitem contained in the original budget.
RECOMMENDED ACTION: Retroactive approval for Change Order in the amount of$15,674.34.
COUNTY MANAGER Approved Agenda Item forC£;t!iJ ~
COMMISSIONER ACTION: ' Approved as Recommended
__ Approved With Modification
__ Disapproved
Tabled to Time Certain
Other
Ware County BOC Work Session & Called Meeting Agenda
August 14, 2017
~Count;;l. CIVIL ENGINEER
800 Church Street, Suite B60, Waycross, GA 31501
Phone: 912-287-4480 I Cell: 912-614-2502
Opportunity in every direction. Fax: 912-287-4482 I Email: [email protected]
Routing & Transmittal Slip
ADMINISTRATION FACILITY, CAST STONE SUPPORT
xl Approval xl Information xl Signature
Current Date Begin Date Suspend Date
07/28/2017 07/28/2017 -
Mr. Moye:
The original veneer for the building was marble composite. The veneer was changed to brick and cast stone as a value engineering
option. With the revision from marble composite to cast stone, additional structural steel supports are needed over the lower roof
areas ofthe building. We've received a proposal from R.H. Tyson to add this additional structural steel to support the cast stone for
the amount of $15,674.34.
To be funded from:
BONDS-ADMINISTRATIVE BLDG CONSTRUCT
323-1000-54-1300
Using contingency funding built into the original contract.
Thank youl
-if O-g-r,A,,JIEP Af (JlLovftl- 'F~vtA- C.OMM 1$.5/ ON ItJ D7Z-"J> ef2- \0 e>c ~~ lTE: (QUlC-~L Y .
~ent tJ ~:~:nt Enclosed: Change Order Proposal 11 With Regards,
Brandon Wallace, County Engineer
Ware County
Project: Ware Co. Annex
Date: 711112017
Work Done Cast Stone Support
Chanse Order Proposal ..;;;#.::;11::.....-___________________ _
FABRICATORS AND ERECTORS OF STRUcruRAL AND MISCELLANEOUS STEEL NATIVE AMERICAN/WOMAN OWNED MINORITY BUSINESS
Rann Tyson R. H. Tyson Construction, Inc. 6155 Sundance Road Blackshear, GA 31516
Reference: Added Steel for Cast Stone at the New Annex and Administration Building Ware County, GA
Rann,
Per your request, we offer an additional $13,970.00 including freight and tax. This includes detailing, material, equipment and installation of additional beams and angles as shown on sections 12 and 13/S5.2 for support of cast stone veneer. This work can be installed in about 2 weeks.
SUBJECT: Approval of Beer and Wine Consumption off Premises License for Crossway Food Mart, 1900 Alma Hwy., Waycross, Ga. 31503
DEPARTMENT: WARE COUNTY PLANNING & CODES
ATTACHMENTS: Ordinance Resolution --__ Support Documents --:x:-_ Other
COUNTY FUNDS REQUIRED:
BUDGETED ITEM: YES LNO
SUMMARY: Rakesh Patel and Ajaykumar Patel are going to purchase the Jack Rabbit Convenience Store. Shilpabahen Patel has a valid retail beer (off Premises) and retail wine consumption (off premises) for the location. The location of the business is 1900 Alma Hwy. This location meets all requirements of the Ware County Alcohol License Regulations.
Mr. Rakesh Patel and Mr. Ajaykumar Patel do not have any disqualifiers that would prevent them from obtaining an alcohol license.
RECOMMENDED ACTION: Mr. Rakesh Patel and Ajaykumar Patel request the Board of Commissioners to review and approve their attached application and supporting documents based upon the Ware County Code Standards for Consumption of Beer and Wine Off Premises License.
COUNTY MANAGER Approved Agenda Item for Mt Ji}j ~
/
COMMISSIONER ACTION: i7 Approved as Recommended
__ Approved With Modification
__ Disapproved
Tabled to Time Certain
Other
... y yare L-PWZff£ Opportunity in every direction.
WARE COUNTY PLANNING & CODE DEPARTMENT 118 ALBANY AVENUE, WAYCROSS, GA 31501 Telephone: (912) 287-4379 Fax: (912) 287-2467
BUSINESS AND OCCUPATIONAL TAX RETIJRN
New 00 $50.00 Relocation LJ Zoning ( )
THE FOLLOWING ITEMS Ml1ST BE COJ.\lfPLETED TO PROCESS nus APPLICATION
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Full name of spouse: ~\A'-1c.", .he 00..\ t,....\ Birth date ~ 2.... / J!YlJ Maiden Name: Q ",'r(..\ Social SecurityNumbe~lace of Birth: ::Itv:QIA= Name and Address of Employer: <'b. Qo..~ .. ~c.o r~ ~ N-~
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Addresses: ---'~-;--~~~------_--=:-_+-l.......If=L+M~QtO~:£.:du'Qu .... !!...,£4..1o::!::!--,t~'Z-~'-~1.:~:;J'-I--~--Number Street City State Zip Code
COMMERCIAL LEASE AGREEMENT
GEORGIA, TIFT COUNTY
THIS AGREEMENT made this J.2,3day of -y-vti ~ ,2017, between SHIV MEERA, LLC, a limited liability company organized and existing under the laws of the tate of Georgia (hereinafter referred to as "Lessor"), and PAR 45. INC., a corporation organized and existing under the laws of the State of Georgia ( hereinafter referred to as "Lessee"); witnesseth:
Whereas, Lessor is the owner in fee simple of certain real property hereinafter described on the attached Exhibit "A" which is known as 1900 Alma Highway, Waycross, GA 31503, which Lessor does desire to lease and let unto Lessee on the terms and conditions herein set forth; and
Whereas, Lessee is desirous of leasing said real property hereinafter described for the purpose of operating a convenience store with a gas station and for other lawful purposes.
Now, therefore, for and in consideration of the mutual promises and premises herein contained, Lessor and Lessee do hereby agree as follows:
I. PREMISES LEASED: In consideration of the rents, conditions and covenants set out herein, the Lessor and Lessee enter into this lease agreement with respect to the premises located at 1900 Alma Highway, Waycross, GA 31503, together with'aIl improvements thereon, as is further described in Exhibit "A" attached hereto and made a part of this lease by reference.
2. LEASE TERM & RENTAL: The initial term of this lease shalI be for a period of fifteen (15) years cammencing on the first day of July, 2017, and terminating on the 30th day of June, 2032.
Lessee shall pay to Lessor at 1415 N. Tift Avenue, Tifton, GA 31794, promptly on the first day of each month, in advance, during the term of this lease, a monthly rental rate of $ 1,500.00 per month for the first eighteen (18) month period with the first payment being due on July 1,2017. The rent for the twelve (12) months thereafter shall be $2,400.00 per month with the first payment of said twelve (12) month term being due January 1, 2019. Thereafter, the rent for the remainder of the lease term shall be $2,800.00 per month beginning January I, 2020.
Any rental payments paid more than ten (10) days late shall incur a penalty in the amount of ten percent (10%) of the monthly rental. Lessee shall also pay to Lessor a charge for any returned checks of Lessee in the amount of$35.00 for each returned check. Lessee shall be excused from making monthly rental payments of prorated monthly rental payments if the property is rendered unusable by force majeure during the period in which the property is uninhabitable. Force Majeure shall have the same meaning provided for in Section 18 of this lease.
3. PREMISE USE: Lessee covenants that throughout the Term, Lessee shall continuously use and occupy the Premises solely and only for the purpose of operating thereon of providing gasoline and convenience items, and any other services or products in connection with such gas station and convenience store (the "Permitted Use") and for absolutely no other use or purpose whatsoever. Lessee shall not use the leased premises for any illegal purpose or in any manner to create any nuisance thereon nor do any act or thing which shall in any manner vitiate the insurance that is applicable to the foregoing use. Lessee accepts premises in its present condition and as suited for commercial use by Lessee. Lessor shall not be required to make any repairs or improvements to premises. Lessee shall be liable for, indemnify and hold Lessor harmless for any claim of damage or injury to the person or property of Lessee, Lessor's other Lessees and any other party whatsoever, if such damage or injury be due to the act or neglect of Lessee, any guest of Lessee, or anyone in Lessee's control or employ or brought into premises by Lessee. Lessee shall maintain premises in good condition and repair and shall do no damage thereto; Lessor or its agents shall have the right to inspect the Premises at any time during the term of this lease.
Page I!
4. CONTINUOUS OPERATION: Within thirty (30) days after the Commencement Date, and continuing for the Tenn of this Lease, Lessee shall open to the public for business and continuously operate its business, fully stocked and staffed, in a manner consistent with reputable business standards and practices, during ordinary business hours (at minimum during the hours of 10:00 a.m. through 5:00 p.m., Monday through Saturday, and 12:00 p.m. through 6:00 p.m., Sunday) at its sole cost and expense. Lessee shall occupy said premises and conduct the business hereinabove described at all times during the term of this lease, subject only to such interruptions as may be brought by fire or other casualty, war or like circumstances beyond the control of the Lessee. Lessee shall use only such portions of the Premises for storage and office purposes as are reasonably necessary for the Permitted Use. (n no event may storage and office space exceed thirty percent (30%) of the Premises.
5.
6.
7.
UTILITIES, MAINTENANCE. REPAIRS: Lessee has inspected all equipment prior to entering into this lease and accepts said equipment in its "as is" condition. Lessee shall furnish all of its utilities including but not limited to water, sewer, electricity and gas. Lessor shall not be responsible for failure of others to furnish such utilities. Lessee shall pay all bills for utilities used by Lessee in the premises, and Lessee agrees to maintain, at its sale cost and expense, the air conditioning units, as well as all other portions of the premises, including but not limited to HV AC system, sewer system, plumbing, glass, electrical. water lines, parking lot, walk-in coolers, and landscaping. Lessee agrees to maintain the premises in good repair. Lessee agrees to release and indemnify Lessor from any and all obligations regarding maintenance or repair of the premises during the term of this lease.
CONDITION. Lessee acknowledges and agrees that the Premises shall be leased by Lessor to Lessee in an "as is" condition, and that Lessor makes absolutely no representations or warranties whatsoever with respect to the Premises or the condition thereof Lessee acknowledges that Lessor has not investigated and does not warrant or represent to Lessee that the Premises are fit for the purposes intended by Lessee or for any other purpose or purposes whatsoever. Lessee represents and warrants that, by leasing the Premises, Lessee has examined and approved all things concerning the Premises, which Lessee deems material to Lessee's leasing and use of the Premises.
QUIET ENJOYMENT. Lessor covenants and agrees that so long as Lessee shall (i) timely pay all Rent due to Lessor from Lessee hereunder and (ii) keep, observe and perform all covenants, promises and agreements on Lessee's part to be kept, observed and performed hereunder, that Lessee shall be entitled to quiet enjoyment ofthe Premises free of any interference from Lessor; subject to the terms and conditions of this Lease.
8. REOrnREMENTS AND RESTRICTIONS. Lessee agrees that it (a) will not, without Lessor's consent, conduct or permit to be conducted any auction, fire, bankruptcy or going-out-of-business sale, or similar type sale, in connection with the Premises; provided, however, that this provision shall not restrict the absolute freedom of Lessee to determine its own selling prices nor shall it preclude the conduct of periodical seasonal, promotional or clearance sales; (b) will not use or permit the use of any apparatus for sound reproduction or transmission or of any musical instrument in such manner that the sounds so reproduced, transmitted or produced shall be audible beyond the interior of the Premises; will not permit the use of any apparatus, advertising medium or the like which can be seen, heard or experienced outside the Premises, including, but not limited to, flashing lights, search lights, loud speakers, etc.; will not display, paint or cause to be displayed, painted or place, any handbills, bumper stickers or other advertising devices on any vehicle parked in the parking area of the shopping center; will not distribute or cause to be distributed, in the shopping center any handbills or other advertising devises, and will not conduct or permit any activities that might constitute a nuisance; (c) will keep all mechanical apparatus free of vibration and noise which may be transmitted beyond the confines of the Premises; will not cause or permit strong, unusual, offensive or objectionable noise, odors, fumes, dust or vapors to emanate or be dispelled from the Premises; will not bum trash or store or pennit accumulations of any trash, garbage, rubbish or other refuse outside of the Premises except in compactor or other receptacles approved by Lessor; (d) will not load or permit the loading or unloading of merchandise, supplies or other property, nor ship nor receive outside the area and entrance designated therefore by Lessor from time to time; will not permit the parking or standing, outside of said area, of trucks, trailers or other vehicles or equipment engaged in such loading or unloading in a manner to interfere with the use of any Common Area or any pedestrian or vehicular use and good shopping center practice; will use its best efforts to complete or caused to be completed all deliveries, loading, unloading and services to the Premises prior to 10:00 a.m. each day; Cd) will not use or make available any machines for gambling on the Premises; and (e)
Page 12
will comply with all federal, state and local laws, rules, regulations, ordinances, orders, codes and guidelines relating to the Premises and will not use or permit the use of any portion of the Premises for any unlawful purpose.
9. ACCEPTANCE OF PREMISES: Lessee shall have exclusive control of the premises, and the Lessor shall be under no obligation to inspect said premises. However, Lessor shall at all reasonable times have access to the premises to inspect the same or to make repairs to the roof and structure. Upon taking possession of the premises, the Lessee shall be deemed to have accepted the same as being in good condition and repair and suitable for Lessee's use and, except as to the repair for which the Lessor shall be responsible under the terms of this lease, the Lessee shall maintain the exterior and interior portions of the leased premises in a clean, neat and attractive condition. At the termination of the lease period, Lessee shall surrender premises to Lessor in as good condition as at the beginning of the lease (normal wear and tear expected) unless this lease is terminated prior to the normal time for termination under the provisions ofthis lease.
Lessee may (if not in default hereunder) prior to the termination of this lease remove all fixtures, personalty and equipment which Lessee had placed in the premises, provided that Lessee restores the premises to its condition prior to the installation of such fixtures. Lessor shall not be liable for any loss of or damage to any of Lessee's personal property whatsoever, and Lessee shall at all times cause Lessee's fixtures, personalty and equipment to be insured in amounts satisfactory to Lessee. All equipment installed by Lessee shall become a permanent portion of the building when attached and not subject to removal by Lessee in the event Lessee is in default under any of the terms of this lease or in the event said equipment cannot be removed and the property returned to its pre-installation condition. No improvements to the property shall be made by Lessee without the express written consent of Lessor.
10. EFFECT ON LESSOR'S INSURANCE: Lessee shall not do or suffer to be done, or keep or suffer to be kept, anything in, upon or about the Premises which will contravene Lessor's policies insuring against loss or damage by fIre or other hazards, or which prevent Lessor from procuring such policies in companies acceptable to Lessor, or which will cause an increase in the insurance rates on any portion of Lessor's adjoining Property. If Lessee violates any prohibition provided for in the first sentence of this section, Lessor may, without Dotice to Lessee, correct the same at Lessee's expense with any such amount to be deemed Additional Rent.
1 I. AMERICANS WITH DISABILITIES ACT: Lessee and Lessor acknowledge that the Americans with Disabilities Act of 1990 (42 U.S.c. § 12101, et seq.) and regulations and guidelines promulgated thereunder, all as amended and supplemented from time to time (collectively the "ADA") and applicable State Accessibility Building Codes (the "Codes") establish requirements for business operations, accessibility and barrier removal, which mayor may not apply to the Premises depending on, among other things: (1) whether Lessee's business is deemed a "public accommodation" or "commercial facility," (2) whether such requirements are "readily achievable," and (3) whether a given alteration affects Ii "primary function area" or triggers "path of travel" requirements. The parties agree that: (a) Lessor shall be responsible for ADA Title III and Codes compliance for the Common Areas, except as provided below, (b) Lessee shall be responsible for ADA Title III and Codes compliance for the Premises, including any Improvements or other work to be performed in the Premises under or in connection with this Lease, and (c) Lessor may perform, or require that Lessee perform, at Lessee's expense, "path of travel" requirements triggered by alterations to the Premises. The parties shall each be solely responsible for requirements under Title I of the ADA relating to their respective employees. Lessee may not rely on any written consents or approvals of Lessor for plans and Improvements as compliance with ADA or Codes requirements or guidelines or as a waiver by Lessor of Lessee's obligations hereunder.
12. HAZARDOUS MATERIALS PROHIBITED: Lessee shall at all times keep the Premises free of Hazardous Materials generated by, resulting from or being incident to Lessee's use of the Premises, and neither Lessee nor any of its employees, agents, invitees, licensees, contractors or sub Lessees (if permitted) shall use, generate, manufacture, refine, treat, process, produce, store, deposit, handle, transport, release, or dispose of Hazardous Materials in, on or about the Premises. Notwithstanding the foregoing, if Lessor consents (to be granted, conditioned, or withheld in Lessor's sole discretion). in advance and in writing, to the use, storage or production of Hazardous Materials, Lessee shall not do so in violation of any federal, state or local laws, rules, regulations, ordinances, orders, codes, and guidelines currently in existence or hereafter
Page 13
enacted or rendered. Lessee shall give Lessor prompt written notice of any claim received by Lessee from any person, entity, or governmental agency that a release or disposal of Hazardous Materials has occurred on the Premises.
13. LESSEE'S REQUIREMENTS REGARDING GASOLINE SALES AND FIXTURES:
(a) Lessee agrees that it will use its best efforts in the promotion ofthe gasoline sales upon said property.
(b) Lessee shall be fully responsible regarding all gasoline pumps, canopies, signs, tanks and other gasoline related items that are located upon the Premises. Although the storage tanks shall remain the property of the Lessor, Lessee accepts all responsibility regarding the repair and maintenance of the tanks during such time as this Lease shall be in effect. Should a leak be detected, Lessee shall notify Lessor within twentyfour (24) hours. In the event Lessee fails to provide Lessor with such notice, Lessee shall be responsible for remediation and fines assessed as a result of a prolonging leak. Lessee is solely responsible for compliance, including any required testing of the underground tanks, with federal, state, and local laws and regulations regarding the gas storage tanks.
14. PETROLEUM SUPPLY: Lessee acknowledges and agrees to assume the Lessor's obligations under the Petroleum Supply Agreement with Lewis & Raulerson, Inc., dated October 29,2014. In other words, Lessee hereby agrees to purchase its petroleum solely from Lewis & Raulerson, Inc. in accordance with the foregoing Lewis & Raulerson, Inc. petroleum Supply Agreement.
IS. PARKING: Lessee, jointly with the Lessor and any other Lessees and their customers and other licensees, shall have the right to use all parking areas adjacent to the leased premises.
16. SIGNAGE; Lessee shall not permit or cause to be installed, maintained, painted or displayed on, in or at the leased premises or any part thereof any exterior sign, lettering, placard, announcement, decoration, advertising media or advertising material whatsoever, visible from the exterior of the leased premises, without the prior written approval of the Lessor. The Lessor will give such approval for Lessee to install and maintain an electrical or other artistic sign capable of being illuminated, advertising Lessee's business provided such sign is in keeping with the desire of the Lessor that same shall be harmonious with the general area and attractive in appearance, and that the size, character and location of the sign shall be compatible with the overall appearance of the area.
17. ABANDONMENT OF THE PREMISES: Lessee agrees not to abandon or vacate the Premises during the term of this Lease and agrees to use the Premises for the purpose herein leased until the expiration hereof.
18. DESTRUCTION OR DAMAGE QF PRE1\IUSES: If the leased property should be damaged by fIre, storm or earthquake, Lessor shall proceed to restore the premises to substantially the same condition as before the damage and to complete same within ninety (90) days therefrom. If Lessor fails to repair the premises within said period of time, either party may cancel this lease upon ten (10) days written notice to the other party. Where, due to such damage, the Lessee cannot reasonably use any portion of the premises for carrying on business, the rent shall abate until such damage is repaired or this lease cancelled. If, notwithstanding such damage, some portion of the premises can be reasonably used by Lessee, then the rent shall abate in the proportion that the unusable space bears to the entire leased space.
19. TAXES: Lessee shall be responsible for all taxes, except real property taxes, on the Premises for each tax year and Lessee shall pay all sums due for said taxes to Lessor within thirty (30) days of presentment of bill by Lessor. All sales taxes, intangible taxes and other taxes which may arise as a result of the convenience store being operated on said property shall be paid current by Lessee when the same become due and Lessee does hereby indemnify and hold Lessor harmless for payment of the same. Lessee shall also be responsible for taxes on its personal property.
20. TRASH AND GARBAGE REMOVAL. Lessee shall be responsible for cost of all trash and garbage removal that serve the Premises.
Page 14
21. ASSIGNMENT: Lessee shall not, without the prior written consent of the Lessor, assign this lease or sublet any part of the premises. The Lessor's written approval of any assignment of this lease or of any subletting of any part of the premises or consent to the use of any part thereof by any other person shall not affect the continued force of this provision, and further assignments, subletting or permission for use shall be subject to the prior written approval of the Lessor. In no event shall any assignment, subletting or use of the premises by another release the Lessee from any of the obligations hereunder unless the Lessor shall agree thereto in writing. However, Lessor shall have the unconditional right to assign its interest in this lease at any time.
No transfer, assignment or subletting, even though consented to by Lessor, shall relieve Lessee of any obligation assumed or imposed hereunder; and neither the consent of Lessor nor the acceptance or collection or institution of proceedings to collect rent from any assignee, transferee of said Lessee of Lessee, shall be deemed or construed an attornment on the part of Lessor so as to discharge Lessee or Guarantor or to constitute such persons Lessees of Lessor.
22. INSURANCE: Lessee agrees to indemnify and save the Lessor harmless on account of all claims for damages to persons or property occurring on premises from any cause and occurring anywhere due in whole or in part to the negligence of Lessee or agents, customers or employees of Lessee, or to anyone on premises with the express or implied permission of Lessee and to reimburse Lessor for any and all losses incurred by the Lessor because thereof, including attorneys fees, expenses, and court costs. Lessee further agrees to procure at its own expense, and keep in full force and effect for the protection and benefit of the Lessor and Lessee a generalliability insurance policy as protection against any and all liability occasioned by accident or disaster in an amount not less than $1,000,000.00 per occurrence and $2,000,000.00 per person. Such insurance shall cover at teast the following hazards: (1) premises, operations, conduct, assumed liabilities, and use or occupancy of the Premises or other part of the Shopping Center, including but not limited to any socalled "sidewalk sales" or other conduct of Lessee's business in the Common Area; (2) products and completed operations; (3) independent contractors; (4) blanket contractual liability for all written and oral contracts; (5) automobiles; and (6) contractual liability covering the indemnities contained in Section 24 hereof to the eKtent the same is available. Such policy shall either name Lessor as an additional insured or shall specifically insure Lessee's obligations under this item of this agreement. Lessee shall provide to Lessor proof of such liability upon execution of this lease and again within thirty (30) days of each anniversary date ofthe initial tease. Failure ofthe Lessee to provide proof of such liability insurance upon the execution of this lease and again within thirty (30) days of each anniversary date of the initial lease date shall be deemed to be a material breach of this lease. Lessor shall be responsible for insurance on building.
23 . ALTERATIONS: Lessee shall not install in or about said premises any interior or exterior lighting or plumbing fixtures, steps, partitions, walls, fences, shade or awnings or make any structural changes or alterations in or to any part of the building or the premises except upon the prior written consent of Lessor. All furnishing, fixtures and equipment used in said premises supplied and installed at the sole cost and expense of Lessee shall at all times be and remain the property of the Lessee and the Lessee shall have the right to remove the same from said premises at any time during the term hereof, provided Lessee shall not be in default hereunder and provided further that Lessee, at its sole cost and expense, shall repair, or reimburse Lessor for the cost of repairing, any and all damage to said premises resulting from the removal of such furnishings, fixtures and equipment.
24. LlABlLITY OF LESSOR; lNDEMNlFlCATlON:
(a) LIABILITY OF LESSOR: Lessor shall not be liable to Lessee, its employees, agents, business invitees, licensees, customers, clients, family members or guests for any damage, injury, loss, compensation or claim, including, but not limited to, claims for the interruption of or loss to Lessee's business, based on, arising out of or resulting from any cause whatsoever, including, but not limited to: (a) repairs to any portion of the Premises; (b) interruption in Lessee's use of the Premises; (c) any accident or damage resulting from the use or operation (by Lessor, Lessee or any other person or persons) of any equipment within the Premises, including without limitation, heating, cooling, electrical or plumbing equipment or apparatus; (d) the termination of this Lease by reason of the condemnation or destruction of the Premises in accordance with the provisions of this Lease; (e) any fire, robbery, theft, mysterious disappearance or other casualty; (f) the actions of any other person or persons; and (g) any leakage or seepage in or from any part or portion of the Premises, whether from water, rain or other
Page 15
precipitation that may leak into, or flow from, any part of the Premises, or from drains, pipes or plumbing fixtures in the Improvements. Any Personalty or personal effects stored or placed by the Lessee or its employees in or about the Premises shall be at the sole risk of the Lessee.
(b) INDEMNfFICA TION OF LESSOR: Lessee shall defend, indemnify and save and hold Lessor harmless from and against any and all liabilities, obligations, losses, damages, injunctions, suits, actions, fines, penalties, claims, demands, costs and expenses of every kind or nature, including reasonable attorneys' fees and court costs, incurred by Lessor, arising directly or indirectly from or out of: (a) any failure by Lessee to perform any of the tenns or conditions of this Lease on Lessee's part to be performed; (b) any accident, injury or damage which shall happen at, in or upon the Premises, however occurring; (c) any matter or thing growing out of the condition, occupation, use, or operation by any person of the Premises, or any part thereof, or the operation of the business contemplated by this Lease to be conducted thereon, thereat, therein, or therefrom, including but not limited to any so-called "sidewalk sales" or any use of Common Area by Lessee; (d) any failure of Lessee to comply with any laws, ordinances, requirements, orders, directions, rules or regulations of any governmental authority; (e) any contamination of the Premises, or the groundwaters thereof, arising on or after the date Lessee takes possession of the Premises and occasioned by the use, transportation, storage, spillage or discharge thereon, therein or therefrom of any Hazardous Materials, whether by Lessee or by any agent or invitee of Lessee; (f) any discharge of Hazardous Materials from the Premises into any septic facility or sanitary sewer system serving the Premises arising on or after the date Lessee takes possession of the Premises, wbether by Lessee or by any agent of Lessee; or (g) any other act or omission of Lessee, its employees, agents, invitees, customers, licensees or contractors. Lessee's indemnity obligations under this Article and elsewhere in this Lease arising prior to the expiration, or earlier termination, or assignment of this Lease shall survive any such expiration, termination or assignment.
(c) NOTICE OF CLAIM OR SUIT: Lessee shall promptly notify Lessor of any claim, action, proceeding or suit instituted or threatened against Lessee or Lessor of which Lessee receives notice or of which Lessee acquires knowledge. In the event Lessor is made a party to any action for damages or other relief against which Lessee has indemnified Lessor, as aforesaid, Lessee shall defend Lessor, pay all costs and shall provide effective counsel to Lessor in such litigation or, at Lessor's option, shall pay all attorneys' fees and costs incurred by Lessor in connection with its own defense or settlement of said litigation.
(d) LIMITATION ON LIABILITY OF LESSOR: In the event Lessee is awarded a money judgment against Lessor, Lessee's sole recourse for satisfaction of such judgment shall be limited to execution against the Premises. In no event shall any member of Lessor be personally liable for the obligations of Lessor hereunder.
25. DEFAULT
(a) Events of Default. Each of the following events shall be an Event of Default hereunder by Lessee and shall constitute a breach ofthis Lease:
I. If Lessee shall fail to pay, when due, any Rent, or portion thereof, or any other sum due to Lessor from Lessee hereunder, and such failure shall continue for a period of ten (10) days after the due date thereof
II. If Lessee shall violate or fail to comply with or perform any other term or condition to be performed or observed by Lessee under this Lease, and such violation or failure shall continue for a period of thirty (30) days after written notice thereof from Lessor; provided, however, if Lessor has provided notice to Lessee under this Subsection (b) twice during any twelve (12) month period, Lessor may declare Lessee in default for any subsequent violation or failure to comply with or perform any such tenn or condition without notice.
iii. If any assignment, transfer, sublease, merger or encumbrance shall be made or deemed to be made that is in violation of the terms and conditions of this Lease.
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iv. If Lessee shall fail to open for business as provided in Section 4, or shall cease the actual and continuous operation of the business contemplated by this Lease to be conducted by Lessee upon the Premises; or if Lessee shall vacate, desert or abandon the Premises; or if the Premises shall become empty and unoccupied. Lessee shall be deemed to have abandoned the Premises or ceased to continuously operate its business in violation of this Lease if Lessee fails to open and continuously operate its business in accordance with Section 4 of this Lease for more than fourteen (14) consecutive days, including weekends and holidays.
v. If, at any time, Lessee shall file in any court, pursuant to any statute of either the United States or of any State, a petition in bankruptcy or insolvency, or for reorganization or arrangement, or for the appointment of a receiver or trustee of all or any portion of Lessee's property, including, without limitation, its leasehold interest in the Premises, or if Lessee shall make an assignment for the benefit of its creditors or petitions for or enters into an arrangement with its creditors.
vi. If, at any time, there shall be filed against Lessee in any courts pursuant to any statute of the United States or of any State, a petition in bankruptcy or insolvency, or for reorganization, or for the appointment of a receiver or trustee of all or a portion of Lessee's property, including, without limitation, its leasehold interest in the Premises, and any such proceeding against Lessee shall not be dismissed within ten (10) days following the commencement thereof
vii. If Lessee's interest in the Premises, Improvements, or Personalty shall be seized under any levy, execution, attachment or other process of court where the same shall not be vacated or stayed on appeal or otherwise within thirty (30) days thereafter, or if Lessee's leasehold interest in the Premises, Improvements, or Personalty is sold by judicial sale and such sale is not vacated, set aside or stayed on appeal or otherwise within thirty (30) days thereafter.
viii. If Lessee or any agent of Lessee falsifies any report or misrepresents any information required to be furnished to Lessor pursuant to this Lease.
ix. The death of both guarantor's of Lessee's obligations hereunder; or the commencement of steps or proceedings toward the dissolution, winding up, or other termination of the existence of Lessee or of any guarantor of Lessee's obligations hereunder, or toward the liquidation of any of their respective assets.
x. The occurrence of any other event described as a default elsewhere in this Lease, or any addendum or amendment hereto, regardless of whether such event is defIDed as an "Event of Default."
(b) REMED'IES ON DEFAULT: If any of the Events of Default hereinabove specified shall occur, Lessor, at any time thereafter, shall have and may exercise any of the following rights and remedies:
i. Lessor may, pursuant to written notice thereof to Lessee, immediately tenninate this Lease and, peaceably or pursuant to summary dispossess proceedings or other appropriate legal proceedings, re-enter, retake and resume possession of the Premises for Lessor's own account without being liable for any damages therefor, and, for Lessee's breach of and default under this Lease, recover immediately from Lessee any and all Rent due or in existence at the time of such termination, including, without limitation, (i) all Rent and other sums, charges, payments, costs and expenses agreed and/or required to be paid by Lessee to Lessor hereunder, (ii) all costs and expenses of Lessor in connection with the recovery of possession of the Premises, including reasonable attorneys' fees and court costs, and (iii) all costs and expenses of Lessor in connection with any reletting or attempted reletting of the Premises or any part or parts thereof, including, without limitation, brokerage fees, attorneys' fees and the cost of any alterations or repairs which may be reasonably required to so relet the Premises, or any part or parts thereof.
ii. Lessor may, pursuant to any prior notice required by law, and without terminating this Lease, peaceably or pursuant to appropriate legal proceedings, re-enter, retake and resume possession of the Premises for the account of Lessee, make such alterations of and repairs to the Premises as may be reasonably necessary in order to relet the same or any part or parts thereof and relet or attempt
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,
rf ~~
~ :r
to relet the Premises or any part or parts thereof for such tenn or terms (which may be for a term or terms extending beyond the Term), at such rents and upon such other terms and conditions as Lessor, in its sole, but reasonable, discretion, may deem advisable. If Lessor relets or attempts to relet the Premises, Lessor shall at its sole discretion determine the terms and conditions of any new lease or sublease and whether or not a particular proposed new Lessee or sublessee is acceptable to Lessor. Upon any such reletting, all rents received by the Lessor from such reletting shall be applied, (i) first, to the payment of all costs and expenses of recovering possession of the Premises, (ii) second, to the payment of any costs and expenses of such reletting, including brokerage fees, attorneys' fees and the cost of any alterations and repairs reasonably required for such reletting; (iii) third, to the payment of any indebtedness, other than Rent, due hereunder from Lessee to the Lessor, (iv) fourth, to the payment of all Rent and other sums due and unpaid hereunder, and (v) fifth, the residue, if any, shall be held by the Lessor and applied in payment of future Rents as the same may become due and payable hereunder. If the rents received from such reletting during any period shall be less than that required to be paid during that period by the Lessee hereunder, Lessee shall promptly pay any such deficiency to the Lessor and failing the prompt payment thereof by Lessee to Lessor, Lessor shall immediately be entitled to institute legal proceedings for the recovery and collection of the same. Such deficiency shall be calculated and paid at the time each payment of Rent shall otherwise become due under this Lease, or, at the option of Lessor, at the end of the Term. Lessor shall, in addition, be immediately entitled to sue for and otherwise recover from Lessee any other damages occasioned by or resulting from any abandonment of the Premises or other breach of or default under this Lease other than a default in the payment of Rent. No such re-entry, retaking or resumption of possession of the Premises by the Lessor for the account of Lessee shall be construed as an election on the part of Lessor to tenninate this Lease unless a written notice of such intention shall be given to the Lessee or unless the termination of this Lease be decreed by a court of competent jurisdiction. Notwithstanding any such re-entry and reletting or attempted reletting of the Premises or any part or parts thereof for the account of Lessee without termination, Lessor may at any time thereafter, upon written notice to Lessee, elect to terminate this Lease or pursue any other remedy available to Lessor for Lessee's previous breach of or default under this Lease.
Ill. Lessor may, without re-entering, retaking or resuming possession of the Premises, sue for all Rent and all other sums, charges, payments, costs and expenses due from Lessee to Lessor hereunder either: (i) as they become due under this Lease, taking into account that Lessee's right and option to pay the Rent hereunder on a monthly basis in any particular Lease Year is conditioned upon the absence of a default on Lessee's part in the performance of its obligations under this Lease, or (ii) at Lessors option, accelerate the maturity and due date of the whole or any part of the Rent for the entire then-remaining unexpired balance of the Term, as well as all other sums, charges, payments, costs and expenses required to be paid by Lessee to Lessor hereunder, including, without limitation, damages for breach or default of Lessee's obligations hereunder in existence at the time of such acceleration, such that all sums due and payable under this Lease shall, following such acceleration, be treated as being and, in fact, be due and payable in advance as of the date of such acceleration. Lessor may then proceed to recover and collect all such unpaid Rent and other sums so sued for from Lessee by distress, levy, execution or otherwise. Regardless of which of the foregoing alternative remedies is chosen by Lessor under this subsection (c), Lessor shall not be required to relet the Premises nor exercise any other right granted to Lessor pursuant to this Lease, nor shall Lessor be under any obligation to minimize or mitigate Lessor's damages or Lessee's loss as a result of Lessee's breach of or default under this Lease.
iv. In addition to the remedies specified and enumerated above, Lessor shall have and may exercise the right to invoke any other remedies allowed at law or in equity as if the remedies of re-entry, unlawful detainer proceedings and other remedies were not herein provided. Accordingly, the mention in this Lease of any particular remedy shall not preclude Lessor from having or exercising any other remedy at law or in equity. Nothing herein contained shall be construed as precluding the Lessor from having or exercising such lawful remedies as may be and become necessary in order to preserve the Lessor's right or the interest of the Lessor in the Premises and in this Lease, even before the expiration of any notice periods provided for in this Lease, if under the particular
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circwnstances then existing the allowance of such notice periods will prejudice or will endanger the rights and estate of the Lessor in this Lease and in the Premises.
(c) LESSOR MAY CURE LESSEE DEFAfJ1.TS: If Lessee shall default in the performance of any term or condition on its part to be performed hereunder, Lessor may, after ten (10) days written notice to Lessee (or without notice if, in Lessor's reasonable opinion, an emergency exists) perform the same for the account and at the expense of Lessee. If, at any time and by reason of such default, Lessor is compelled to pay, or elects to pay, any sum of money or do any act which will require the payment of any sum of money, or is compelled to incur any expense (including, but not limited to, attorneys' fees and costs) in the enforcement of its rights hereunder or otherwise, such sum or sums, together with interest thereon at the highest rate allowed under the laws of the state in which the Premises is located, shall be deemed Additional Rent hereunder and shall be repaid to Lessor by Lessee promptly when billed therefor, and Lessor shall have all the same rights and remedies in respect thereof as Lessor has in respect of all other Rent herein reserved.
(d) LESSOR'S LIEN: Lessor shall at all times have a valid lien for all Rents becoming due hereunder from Lessee, upon all Improvements and Personalty situated in or upon the Premises, and such property shall not be removed therefrom without the approval and consent of Lessor until all arrearages in Rent shall first have been paid and discharged in full. Upon the occurrence of any Event of Default by Lessee, Lessor may, in addition to any other remedies provided herein or by law, enter upon the Premises and take possession of any and all Improvements and Personalty situated in or upon the Premises without liability for trespass or conversion, and sell the same at public or private sale, with or without having such property appraised, at which Lessor or its assigns may purchase any of the same and apply the proceeds thereof, less any and all expenses connected with the taking of possession and sale, as a credit against any sums due by Lessee, and Lessee agrees to pay any deficiency forthwith. Alternatively, the lien hereby granted may be foreclosed in the manner and form provided by law for foreclosure of security interests or in any other manner and fonn provided by law. The statutory lien for rent, if any, is not hereby waived and the express contractual lien herein granted is in addition thereto and supplementary thereto. Lessee agrees to execute and deliver to Lessor from time to time such Financing Statements as may be required by Lessor in order to perfect the Lessor's lien provided herein or by state law.
(e) RIGHTS CUMULATIVE: The rights and remedies provided and available to Lessor in this Lease are distinct, separate and cumulative remedies, and no one of them, whether or not exercised by Lessor, shall be deemed to be in exclusion of any other.
26. NEW LESSEE: The Lessor may at any time within three months prior to the expiration of this lease place in or on the leased premises a "For Rent" sign and may at any time during reasonable hours throughout the term of this lease enter the premises and exhibit the same to prospective Lessees.
27. LESSOR~LESSEE RELATIONSHIP: The relationship between the parties hereto shall be that of Lessor and Lessee and no estate shall pass out ofthe Lessor, the Lessee having only a right of usufruct not subject to levy or sale.
28. LESSEE-AT ~ WILL: If Lessee remains in possession of the premises after expimtion of the term hereof, with Lessor's acquiescence and without any express written agreement covering the continued occupancy of the premises, the Lessee shall be considered a Lessee at will at the rent herein provided for.
29. ATTORNEY'S FEES: Where any obligation of the Lessee hereunder is collected by or through an attorney at law, Lessee agrees to pay all costs of collection including fifteen percent (15%) of the sum collected as attomeys' fees. Further, Lessee agrees to pay any attorneys' fees incurred by the Lessor as a result of Lessee's breach of any provisions of this agreement.
30. POVVER CUMULATIVE: All rights, powers and privileges conferred hereunder upon the Lessor and the Lessee shall be cumulative and not restrictive to those otherwise given to either under the law.
31. LEGAL NOTICES: Lessee hereby appoints as its agent to receive the service of all dispossessory or distraint proceedings and notices thereunder, and all notices required under this lease, the person in charge of
Page 19
said premises at the time, or occupying premises; and if no person is in charge of, or occupying the same, then such services or notice may be made by attaching the same on the main entrance to premises. A copy of all notices under this lease shall also be sent to Lessee's last known address, if different from premises.
32. NON-WAIVER: No failure of the Lessor to exercise any power hereunder or to insist upon strict compliance by the Lessee with respect to any of Lessee's obligations hereunder, and on custom or practice of the parties at variance with the terms hereof, shall constitute a waiver of Lessor's right to demand exact compliance with the terms of this lease at any time.
33. TIME OF ESSENCE: It shall be considered that time is of the essence ofthis agreement.
34. NO PARTNERSHIP OR JOINT VENTURE: Lessor shall not, by virtue of this Lease, in any way or for any purpose, be deemed to be a partner of Lessee in the conduct of Lessee's business upon, within or from the Premises or otherwise, or a joint venturer or a member of a joint enterprise with Lessee.
35. CON.DEMNATION: If that portion of the leased premises exclusively occupied by Lessee shall be condemned in whole or in part, or acquired under threat of condemnation, for any public or quasi-public use or purpose, then and in such event, the term of this lease shall terminate from the date of title vesting as a result of such condemnation or threat of condemnation and Lessee shall have no claim against Lessor for the value of any unexpired term of this lease. No part of any award shall belong to the Lessee.
Should any part of the parking or other areas used by Lessee in common with other Lessees of Lessor be condemned or acquired under threat of condemnation for any public or quasi-public use or purpose, then and in that event, Lessee shall have no claim against Lessor for the loss of the property so condemned or acquired nor for any portion of any award made on account thereof nor shall rents due hereunder be in any way changed by or as a result of such condemnation or acquisition.
36. FIRE AND EXTENDED COVERl\.GE: Lessor shall at all times maintain fire and extended coverage insurance providing coverage in an amount not less than the fair market value of the building on the leased premises. Lessee shall obtain fire and extended coverage insurance on the contents of the leased premises.
37. GEORGLl\. DOCUMENT: This lease shall be interpreted according to the laws of the State of Georgia.
38. INTEGRATION CLAUSE: This lease contains the entire agreement of the parties and no representations, inducements, proniises or agreements, oral or otherwise not embodied herein shall be of any force or effect, and shall not be changed or modified in any respect except by written agreement executed by the parties.
39. BINDING EFFECT: The provisions of this lease shall be fully binding upon Lessor, its assigns and successors in title to the premises, and jointly and severally, upon Lessee and its successors and assigns, and if this lease shall be validly assigned or sublet, upon Lessee's assignees and sublessees.
40. SURRENnER OF PREMISES: Whenever under the terms hereof Lessor is entitled to possession of the leased premises, Lessee shall at once surrender the leased premises to Lessor an shall remove all of Lessee's effects therefrom, and Lessor may forthwith re-enter the leased premises and repossess itself thereof, removing all persons and effects therefrom and using such force as may be necessary, without being guilty of forcible entry or detainer, trespass or other tort, and Lessee shall not remain in possession of the leased premises after the expiration of the final term ofthis lease.
41. EARLY TERMINATION: In the event Lessee shall vacate the premises prior to the expiration of this lease, Lessee shall be responsible for rental for the entire term of the lease agreement.
42. KEYS: All keys issued to Lessee hereunder shall be returned or the replacement cost thereof paid by Lessee when Lessee vacates the premises.
Page 110
43. WAIVER OF JURY TRIAL. LESSEE HEREBY KNOWINGLY, VOLUNTARILY, AND lNTENTIONALL Y, W AlVES THE RIGHT FOR ITSELF AND ITS HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS, OR ASSIGNS, TO A TRIAL BY JURy IN RESPECT TO ANY LITIGATlON ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LEASE OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS 9WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT TO LESSOR'S ACCEPTING THIS LEASE.
44. LESSOR'S MORTGAGE: Lessee's rights under this lease shall be subject to any bona fide mortgage or deed to secure debt which is now or may hereinafter be placed upon the premises and Lessee's rights to possession and other rights as the same relate to this property will be subject to and subordinate to those rights of the fust mortgage holder.
45. CO£1l'ljTERPARTS: Parties may execute this Agreement in counterparts. each of which is deemed an original and all of which only constitute one original.
46. DEFINITIONS: "Lessor" as used in this lease shall include Lessor, Lessor's heirs, executors, administrators, legal representatives, assigns and successors in title to premises. "Lessee" shall include Lessee, Lessee's heirs, executors, administrators, legal representatives, and if this lease shall be validly assigned or sublet, shall also include Lessee's assignees and sub-lessees. The captions used herein are merely descriptive of some matters contained therein and do not necessarily describe the contents of each paragraph.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Page III
IN WITNESS WHEREOF the parties have hereunto affixed their name and seals of the day and year first above written.
"LESSOR"
SHIV MEERA, LLC.
CBJ¢!{ Pankajkumar R. Patel, Member
4ffiS Anil R. Patel, Member
Signed. 9t.'8led an~livered this.Jrd day of~/ . 2017, i the presence of:
NatsrV Public, Ware County. GeorgIa My Commission Expires: My Commission ~pires September 10. 20H
.. '. Notary Public, Ware County, Georgia My ComnnsslOn ExpIres. My Commission Expires September 10,2011
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PERSONAL GUARANTY
In consideration of lessor leasing the premises (1900 Alma Highway, Waycross, Georgia 31503) to Lessee (PAR 45, INC.) under the above lease, the undersigned unconditionally and irrevocably guaranty the payment of all rent and the performance of all lessee's obligations under the above lease and under any and all amendments, addenda, extensions, renewals, and modifications of the lease. The undersigned agree that the obligations ofthe undersigned will be joint, several and primary with lessee's obligations and not secondary. Lessor need not first pursue action against Lessee before proceeding against the undersigned. The undersigned agree that they are bound by all amendments, addenda, extensions, renewals and modifications of the lease, whether or not the undersigned sign same .
• 2017
Signed. sealed and:7:LyrCd this..;rtf day of • 20 I 7,
i epresen:;: C~
tary Public ~ My ¥fc,'raW~:f.~~%fe County. Ge0t'9te My Commission E.'(pires September '10 2017
Signed, sealed and delivered
t?iUnJdaYOfC;;d~,1 ,2011, I be presence
d
, az-n_7 ____ -<.(LSJ
RAKESH BECHARBHAI PATEL
~[LSl AJAYKUMARPATEL
Notary Public. Ware County, Ceorgi .. My Commission Expires: My Commission S'1pifCS St!ptamber 10, 2017
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EXHIBIT "A"
TRACT ONE: All that tract or parcel of land lying and being in Land Lot 109 of the 8th Land District of Ware County, Georgia, less and except 800 square feet of the eastern portion the Block Building located on said property described herein, of the and being more particularly described as follows: to find the point of beginning, commence at the northeast intersection of U.S. Highway No.1 with the west right of way line of Jamestown Road and from said point of reference, run thence North 16 degrees 02 minutes 10 seconds west 223.64 feet to the POINT OF BEGINNING; thence from such beginning point proceed South 56 degrees 57 minutes 41 seconds West 159.78 feet; thence run South 56 degrees 57 minutes 41 seconds West 16.50 feet; thence run along a chord of North 59 degrees 29 minutes 40 seconds West 56.95 feet, arc distance of 56.96 feet along the northeast right of way of U.S. Highway No. I; thence run North 56 degrees 50 minutes 52 seconds East 16.95 feet; thence run North 56 degrees 50 minutes 52 seconds East 200.69 feet; thence run South 15 degrees 45 minutes 44 seconds East the point and place of beginning. proceed north 15 degrees 00 minutes west 223.70 feet along the western margin of said Iamestown Road to an iron rod; thence proceed south 56 degrees 59 minutes 24 seconds west 176.44 feet to an iron rod located at the eastern margin of said U.S. Highway No. I; thence proceed south 52 degrees 12 minutes 21 seconds east 198.31 feet along the chord of a certain curve having a radius of 1,004.93 feet concave to the southwest to a point; thence proceed north 87 degrees 11 minutes east 52.91 feet along the chord of a certain curve having a radius of 55 feet concave to the north back to the point of beginning. Said tract of land is more particularly shown and delineated upon a plat of survey prepared for Lewis & Raulerson, Inc. by Hardee & Associates Land Surveying, LLC, dated September 12, 2000, recorded in Plat Book A page 3909, public records, Ware County, Georgia, and incorporated herein by reference.
TRACT TWO: All that tract or parcel of land lying and being in Land Lot 109 of the gill Land District of Ware County, Georgia, and being more particularly described as follows: the beginning point for the tract herein described is the northeast intersection of U.S. Highway No.1 with the west right of way line of Jamestown Road and from said beginning point, run North 16 degrees 02 minutes 10 seconds west 223.64 feet; thence run South 56 degrees 57 minutes 41 seconds West 159.78 feet; thence run South 56 degrees 57 minutes 41 seconds West 16.50 feet; thence run along a chord of South 52 degrees 12 minutes 21 seconds East 198.31 feet, arc distance of 198.63 feet along the northeast right of way of U.S. Highway No.1; thence run along a chord of South 87 degrees 04 minutes 28 seconds East 52.91 feet, arc distance of 55.00 feet back to the point of beginning_ Said tract of land is more particularly shown and delineated upon a plat of survey prepared for Lewis & Raulerson, Inc. by Hardee & Associates Land Surveying, LLC, dated September 12, 2000, recorded in Plat Book A page 3909, public records, Ware County, Georgia, and incorporated herein by reference.
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TAB
G
#~Countp. 01'1 mot-unity i ll very Iir -tim .
WARE COUNTY BOARD OF COMMISSIONERS
AGENDA ITEM
SUBJECT: Approval of Beer, Wine, and Liquor Consumption off Premises License for Crossway Package, 1902 Alma Hwy., Waycross, Ga. 31503
DEPARTMENT: PLANNNING AND CODES
ATTACHMENTS: Ordinance Resolution
__ Support Documents _...:oX-=---_ Other
COUNTY FUNDS REQUIRED: N/A
BUDGETED ITEM: YES X NO
SUMMARY:
Rakesh and Ajaykumar Patel plan to purchase the Jack Rabbit Package Store. Shilpabahen Patel has a valid retail beer (off premises), retail wine, and retail liquor consumption (off premises) for the location. The location of business is at 1902 Alma Hwy. This location meets all requirements of the Ware County Alcohol License Regulations.
Rakesh and Ajaykumar Patel do not have any disqualifiers which would prevent them from obtaining an alcohol license.
RECOMMENDED ACTION: Rakesh Patel and Ajaykumar Patel request the Board of Commissioners to review and approve the attached application and supporting documents based upon the Ware County Code Standards for Consumption of Beer, Wine, and Liquor off Premises License.
