AMENDED AGREEMENT OF LEASE

 

 

THIS AMENDED LEASE AGREEMENT is made as of the ____ day of ____________, 2007, by and between the COUNTY OF ALBEMARLE, (“the County”), a political subdivision of the Commonwealth of Virginia, and the CITY OF CHARLOTTESVILLE, (“the City”) a municipal corporation (“County and City”) and THE LEWIS & CLARK EXPLORATORY CENTER OF VIRGINIA, INC. (“Tenant”).

 

                                                            W I T N E S S E T H :

 

ARTICLE I.   FACTUAL BACKGROUND.

 

Section 1.1.      The Lewis & Clark Expedition, one of America’s greatest adventures, began in Charlottesville-Albemarle at Monticello, where President Thomas Jefferson and Meriwether Lewis planned the trip west.

 

Section 1.2.      Both Thomas Jefferson and Meriwether Lewis are Albemarle natives; William Clark and his family were Central Virginians who had lived in Albemarle, where his older brother and mentor George Rogers Clark was born.

 

Section 1.3.      Jefferson’s homeland of Charlottesville-Albemarle County is uniquely suited for visitors to explore and discover the Corps of Discovery and Jefferson, Lewis and Clark, and also the geography, plants, wildlife and Native American cultures that comprised the nation at the beginning of the 19th Century.

 

Section 1.4.      Tenant is a Virginia non-stock corporation.

 

Section 1.5.      The northern end of Darden Towe Park along the Rivanna River, which connects with the George Rogers Clark birthplace, is uniquely situated to provide a premier site for the Facility.

 

Section 1.6.      The property at the northern end of Darden Towe is also located along the Southwest Mountains and historic Route 20, which connect the homes of Thomas Jefferson, James Madison and James Monroe, as well as other early Virginia explorers such as Dr. Thomas Walker.

 

Section 1.7.      The Facility will complement the visitor experience at Monticello, the University of Virginia, Ashlawn-Highland and other important Central Virginia attractions and enhance our communities’ connection with the Rivanna River.  It will also commemorate both the Lewis & Clark Expedition and George Rogers Clark, the conqueror of the old Northwest Territory.

 

Section 1.8.      The Facility will be designed in a manner that is environmentally and esthetically sensitive and developed in a manner to enhance the natural beauty of both the Rivanna River and Darden Towe Park.

 

Section 1.9. This Amended Agreement of Lease shall supersede the Agreement of Lease among the parties dated July 1, 2003.

ARTICLE II.  PREMISES.

 

            Section 2.1.      Premises.  In consideration of the rents and covenants herein set forth, the County and City hereby lease to the Tenant, and the Tenant hereby rents from the County and City, the property shown as cross-hatched on Schedule A attached hereto and made a part hereof together with any and all improvements thereon (the "Leased Premises").

 

            Section 2.1.1. Lease Boundary Line. The boundary line between the Leased premises and the remainder of Darden Towe Park shall be as shown on Schedule A. Through October 31, 2011, the Leased Premises shall include the barn and the area immediately surrounding (the ‘Barn Area,’ as shown on the attached Schedule A). During such time, the County and the City shall have the continued right to store equipment and materials in the left bay of the barn and at the rear of the barn, and the right to access these areas. Thereafter, the Leased Premises shall no longer include the Barn Area.

 

            Section 2.1.2 Dog Run. Tenant shall, at its expense, relocate and or replace the dog run fencing on the County and City property as approved by the County Director of Parks and Recreation to maintain the same overall square footage should the entrance road require such relocations.

 

            Section 2.2.      Tenant Access.   Vehicular access to the Leased Premises shall be along and across a new 20-foot wide road as shown on Schedule A. Tenant shall be responsible for construction of the new road, as well as any improvements required by the County to be made to the existing road. Tenant’s use of the 20-foot road shall be limited to times when Darden Towe Park is open, except as otherwise agreed with the Darden Towe Park staff.

 

            Tenant shall construct and maintain the 20-foot road in its entirety, and any fencing, in compliance with County of Albemarle Special Use Permit No. SP-2004-004. For purposes of this instrument, Tenant’s maintenance obligation includes the maintenance of the private streets or alleys, and all curbs, curbs and gutters, drainage facilities, utilities, dams, bridges, and other private street improvements, and the prompt removal of snow, water, debris, or any other obstruction so as to keep the private street or alley reasonably open for usage by all vehicles, including emergency services vehicles. The Tenant shall install between the 20-foot road and any playing field a fence, which shall be a board fence forty-two inches (42”) high with evenly spaced horizontal boards each of six inches (6”) of nominal width.

 

Tenant shall also construct all new sections of the relocated cross-country trail on the Leased Premises as shown on Schedule A with the final exact location to be approved by County Director of Parks and Recreation.

 

            Section 2.3.      County and City access.  The Tenant grants to the County and the City reasonable access for ingress and egress across and through the Leased Premises.

 

            Section 2.4.      Greenway Trail.  The County and City reserve to themselves access to a variable-width strip along the Rivanna River for a pedestrian greenway trail which includes the right to connect such trail to a pedestrian bridge crossing the Rivanna River from the Leased Premises.

            Section 2.5.      Construction of a State Highway or Other Public Transportation Purpose.  The County and City reserve the right to withdraw a portion of the Leased Premises without compensation to the Tenant, as necessary for the construction of a state highway or for any other public transportation purpose.  The County and City further reserve the right to withdraw any portion of the Leased Premises not improved as of July 1, 2008, or used in support of then-existing improvements.

 

            Section 2.6.      Rivanna Watershed Center    The Tenant agrees to provide a portion of the Leased Premises for use by the Rivanna Watershed Center subject to pre approval by the county and city. Any costs associated by said use to be borne by the Rivanna Watershed Center.

 

            Section 2.7       Overflow Parking.  Any parking constructed on the leased Premises shall be available for users of Darden Towe Park, unless the Tenant is holding a designated special event or festival for which it may reasonably reserve parking.  The County, the City, and the Tenant shall work cooperatively in managing parking issues during a special event or festival.

 

ARTICLE III.            TERM.

 

The term of this lease shall commence as of 12:01 a.m. on July 1, 2003 (the "Date of Commencement") and shall expire at 12:00 midnight on June 30, 2043, unless sooner terminated or extended as provided herein.  The term "Lease Year" as used herein shall mean the period from July 1of any year to June 30 of the following year.

 

ARTICLE IV.            RENT.

 

Commencing July 1, 2003, the Tenant agrees to pay to the County and City "Annual Rent" of $10.00 per lease year payable annually on or about July 1 of each year.

 

ARTICLE V.  USE OF PROPERTY.

 

Section 5.1.      Permitted Use.  The Tenant shall have the right to use the Leased Premises as a ‘Historical Center’ as defined in Albemarle County Code §18-5.1.42, and for no other purposes without the County’s and City's consent.

 

Section 5.2.      Commercial Promotion and Advertising.  The Tenant shall not promote commercial businesses or corporations in outside signage on the Leased Premises or in advertising circulated to the general public except with prior written consent of the County and the City.

 

ARTICLE VI.            DEVELOPMENT, IMPROVEMENTS AND SIGNAGE.

 

Section 6.1.      Development by Tenant.  No improvements of any kind, including roadways and parking areas, shall be made to the Leased Premises except with the County and City’s prior written consent both as to the improvements and as to the contractors and subcontractors performing the work.

 

            Section 6.2.      Compliance with County, State and Federal Law. No improvements shall be undertaken on the Leased Premises unless and until the Tenant shall have obtained any and all local, state and federal governmental approvals and permits, and all such improvement shall be undertaken in strict compliance with all County, state and federal rules, regulations and laws.

 

Section 6.3 Removal of Improvements.  Upon the expiration or sooner termination of this Lease, the County and City shall have the option (exercisable upon sixty (60) days notice to the Tenant except in the case of a termination of this Lease due to a default by the Tenant, in which case no such notice shall be required) to require the Tenant to remove, at Tenant’s sole cost and expense, any and all improvements made by the Tenant to the Leased Premises which have not been made with the County and City's consent or approval, in violation of Section 6.1 hereof, or to elect to keep such improvements as the County and City’s property.  In the event the Tenant is required to remove any improvements, (i) the Tenant shall be responsible for the restoration of the Leased Premises to their prior condition, and (ii) if the Tenant fails to properly restore the Leased Premises, the County and City may perform the same at the Tenant’s cost and expense.

 

Section 6.4       No Liens.  The Tenant shall permit no mechanic's liens, materialmen's liens or other statutory liens to attach to the Leased Premises as a result of any alterations, improvements, additions or repairs performed by the Tenant or at the Tenant’s direction.  If any such lien or notice of lien rights shall be filed with respect to the Leased Premises, the Tenant shall immediately take such steps as may be necessary to have such lien released, and shall permit no further work to be performed at the Leased Premises until such release has been accomplished.

 

Section 6.5.  Bond for Improvements.  The County and City may require the Tenant to provide a bond, surety or other security prior to the commencement of any work on any improvements to the Leased Premises to assure that any such improvements are completed in a timely and workmanlike manner. 

 

Section 6.6.      Signage.  The Tenant shall have the right to place signs on the interior or exterior of the Leased Premises only in conformity with all local regulations and with the prior written approval of the County and City that shall not be unreasonably withheld.  Signs in existence on the date of this Lease are approved. 

 

ARTICLE VII.           MAINTENANCE OF LEASED PREMISES.

 

Section 7.1.      Maintenance by Tenant.  The Tenant shall, at its own cost and expense during the term of this Lease, maintain and keep in good order and repair the entire Leased Premises, whether improved or unimproved, including but not limited to any roadways, trails, and water courses, the exterior and interior of the Facility, including but not limited to, roof, doors, windows, all plumbing fixtures, mechanical and electrical systems and any additional improvements placed upon the Leased Premises, including the parking lot, and covenants to keep the same in good condition and to return the Leased Premises to the Lessors at the termination of this Lease in as good condition after the improvement thereof by the Tenant, ordinary wear and acts of God not customarily insurable excepted.  It is clearly understood and agreed that during the term of this Lease, the Tenant at its own expense shall furnish and maintain to meet its requirements, all fixtures and equipment (including all food service equipment and heating, ventilation and air conditioning equipment) for the Leased Premises.  As part of its duty to maintain and keep the premises in good repair, the Tenant shall protect the water pipes in the Leased Premises from freezing and the drain pipes from becoming clogged, and shall bear the cost of repairs arising from the misuse or negligence of those using them, and that it shall replace all glass, including plate glass, broken during said term. The Tenant agrees to abide by any duly-adopted policies, present or future, governing the use of pesticides, cleaners or other products at Darden Towe Park.

 

Section 7.2.      Fire Protection.  As part of its maintenance responsibilities, the Tenant agrees to comply fully with any and all City, County and other applicable governmental laws, regulations and ordinances, limiting and regulating the use, occupancy or enjoyment of said Leased Premises; to comply with the Virginia Uniform Statewide Building Codes (BOCA) and the Virginia State Fire Safety regulations; and to maintain appropriate fire extinguishers on the Leased Premises.  

 

Section 7.3.  Surrender of Leased Premises.  At the expiration of the tenancy hereby created, the Tenant shall surrender the Leased Premises and all keys for the Facility to the County and City at the place then fixed for the payment of rent and shall inform the County and City of all combinations on locks, safes and vaults, if any, which the County and City has granted permission to have left in the Leased Premises.  At such time, the Facility shall be broom clean and in good condition and repair, commensurate with its age.  If the Tenant leaves any of its personal property in the Leased Premises, the County and City, at their option, may remove and store any or all of such property at the Tenant’s expense or may deem the same abandoned and, in such event, the property deemed abandoned shall become the property of the County and City.

 

Section 7.4.      Condition of Premises on Date of Commencement.  The Tenant accepts the Leased Premises "as is" on the effective date hereof.  The County and City make no representations or indemnities as to the condition of the Leased Premises.

 

ARTICLE VIII.         IMPOSITIONS, UTILITIES AND INSURANCE.

 

Section 8.1.      Impositions.  The Tenant shall pay, as additional rent, during the term of this lease, commencing with Tenant’s obligation to pay rent hereunder, one hundred percent (100%) of the amount of all Impositions, as hereinafter defined, levied or imposed on the Leased Premises during any Lease Year.  The term "Impositions" means all taxes, assessments, and governmental charges, federal, state, county, municipal, district or otherwise, which ordinarily and regularly are levied on or charged against real property and improvements thereto or activities conducted by Tenant thereon.  Impositions for any fraction of a tax year at the commencement of the Tenant’s obligation to pay rent or the expiration of the term shall be prorated between the parties hereto upon the basis that the number of days in such fractional tax year bears to three hundred sixty-five (365).

 

Section 8.2.      Utilities and Services.  The Tenant shall pay for all gas, heat, light, water, sewage service, power, telephone, janitorial, garbage disposal service and all other utilities supplied to the Leased Premises as the same may be reflected on meters at the Leased Premises, and to the extent such services are provided to the Facility at the Leased Premises.

 

ARTICLE IX.            INSURANCE AND INDEMNITY.

 

Section 9.1.      Liability Insurance of Tenant.  Tenant covenants and agrees that it will, at all times during the term of this Lease, keep in full force and effect a policy of public liability and property damage insurance with respect to the Leased Premises and the business operated by the Tenant on the Leased Premises in which the limits of public liability for bodily injury and property damage shall not be less than One Million and 00/100 Dollars ($1,000,000.00) per accident, combined single limit.  The policy shall name the County and City and any mortgagees of the County and City as additional insureds.  The policy shall provide that the insurance thereunder shall not be canceled without thirty (30) days written notice thereof to all named insureds, including the County and City.  The Tenant shall also obtain a tenant’s property insurance policy insuring the Tenant’s personal and business property on the Leased Premises.

 

Section 9.2.      Fire and Extended Coverages.  The Tenant agrees that it will, during the term of this Lease, insure and keep insured, for the benefit of the County and City and its respective successors in interest, all of the building and improvements on the Leased Premises, or any portion thereof then in being not covered by the fire and extended casualty insurance.  Such policy shall contain coverage against loss, damage or destruction by fire and such other hazards as are covered and protected against, at standard rates under policies of insurance commonly referred to and known as "extended coverage," as the same may exist from time to time.

 

Section 9.3.      Evidence of Insurance.  Copies of policies of insurance (or certificates of the insurers) for insurance required to be maintained by the Tenant and the County and City pursuant to Sections 9.1 and 9.2 shall be delivered by the Tenant to the County and City, upon the issuance of such insurance and thereafter not less than thirty (30) days prior to the expiration dates thereof.

 

Section 9.4.      Waiver of Subrogation.  The County and City and the Tenant each hereby release the others from any and all liability or responsibility to itself or anyone claiming through or under it by way of subrogation or otherwise for any loss or damage to property caused by fire or any of the extended coverage or supplementary contract casualties, even if such fire or other casualty results from the negligence of itself or anyone for whom it may be responsible, provided, however, that this release shall be applicable and in full force and effect only with respect to loss or damage occurring during such time as any such release shall not adversely affect or impair the releasor's policies or insurance or prejudice the right of the releasor to recover thereunder.

 

ARTICLE X.    WASTE, NUISANCE; COMPLIANCE WITH GOVERNMENTAL REGULATIONS.

 

Section 10.1.  Waste and Nuisance.  The Tenant shall not commit or suffer to be committed any waste or any nuisance upon the Leased Premises.

 

Section 10.2.     Governmental Regulations.  During the term of this Lease, the Tenant shall, at its sole cost and expense, comply with all of the requirements of all City, County, state, federal and other applicable governmental authorities, now in force, pertaining to the Leased Premises or the Tenant’s use and occupancy thereof.

 

ARTICLE XI.               FIRE AND OTHER CASUALTY.

 

If the Facility shall be damaged so as to render 80% or more of the Facility untenantable by fire or other casualty, Tenant shall be solely responsible for any repairs and for restoration of the Leased Premises to good condition.  If any damage or destruction from any cause whatsoever has not been repaired and such repairs have not commenced within one hundred eighty (180) days of the date thereof, either party may, as its exclusive remedy, terminate this Lease upon thirty (30) days written notice to all other parties.

 

ARTICLE XII.              CONDEMNATION/HIGHWAY CONSTRUCTION.

 

If the whole or any part of the Leased Premises shall be taken under the power of eminent domain or otherwise for construction of a state highway or any public transportation purpose, then this Lease shall terminate with no compensation due the tenant as to the part so taken on the day when the Tenant is required to yield possession thereof.  If the portion of the Leased Premises so taken is such as to impair substantially the usefulness of the Leased Premises for the purposes for which the same are hereby leased, then either party shall have the option to terminate this Lease with no compensation due the tenant as of the date when the Tenant is required to yield possession.

 

 

ARTICLE XIII.         DEFAULT OF TENANT.

 

Section 13.1.  Insolvency or Bankruptcy, Corporate Dissolution, Loss of Tax Exempt Status.

 

The occurrence of any of the following shall constitute a material breach of this Lease by the Tenant (“Material Breach”):

 

(a)        The appointment of a receiver or trustee to take possession of all or substantially all of the assets of the Tenant; or

 

(b)        A general assignment by the Tenant for the benefit of creditors; or

 

(c)        Any action or proceeding commenced by or against the Tenant under any insolvency or bankruptcy act, or under any other statute or regulation having as its purpose the protection of creditors and not discharged within ninety (90) days after the date of commencement; shall constitute a breach of this Lease by the Tenant.  Upon the happening of any such event, this Lease shall, at the County and City's option terminate ten (10) days after written notice of termination from the County and City to the Tenant; or

 

(d)        Dissolution of the Tenant’s corporate status which continues for ninety (90) days; or

 

(e)        Loss of Internal Revenue Code Section 501 (c) (3) tax exempt status by the Tenant which loss continues for ninety (90) days; or

 

(f)         Discontinuation of the Tenant’s presence on the Leased Premises for a period exceeding 365 consecutive days, which period commences on or after July 1, 2008, during which period an interpretive historical center opened to the public commemorating the Lewis and Clark Expedition and/or George Rogers Clerk is not in operation.

 

Section 13.2.  Events of Default.  Abandonment of the Leased Premises, a default of ten (10) days in payment of rent, or breach of any of the covenants or conditions of this Lease involving any Material Breach continuing for more than fifteen (15) days after notice thereof from the County and City, shall each constitute an event of default hereunder.  No failure of the County and City to enforce any remedy available to it as a result thereof shall invalidate such covenant or provision or any other covenant, condition or provision hereof, or affect the right of the County and City to enforce the same in the event of a subsequent breach or default.

 

Section 13.3.  Remedies.  Upon the occurrence of any event of default, the County and City shall have the right, at their election, then or any time thereafter while such event of default shall continue, either to give the Tenant written notice of their intention to terminate this lease on the date of such notice or on any later date specified therein, and on the date specified in such notice the Tenant’s right to possession of the Leased Premises shall cease, and this Lease shall thereupon be terminated; or without demand or notice, to re-enter and take possession of the Leased Premises or any part thereof, and repossess the same as of the County and City's former estate and expel the Tenant and those claiming through or under the Tenant and remove the effects of both or either, either by summary proceedings, or by action of law or in equity, or otherwise, without being deemed guilty of any manner of trespass and without prejudice to any remedies for arrearages of rent or breach of covenant.  If the County and City elect to re-enter, the County and City may terminate this Lease or, from time to time, without terminating this Lease may relet the Leased Premises, or any part thereof , as agent for the Tenant for such term or terms and at such rental or rentals and upon such other terms and conditions as the County and City may deem advisable, with the right to make alterations and repairs to the Leased Premises.  No such re-entry or taking of possession of the Leased Premises by County and City shall be construed as an election on the County and City's part to terminate this Lease unless a written notice of such intention is given as aforesaid, or unless the termination thereof be decreed by a court of competent jurisdiction at the instance of the County and City.  The Tenant waives any right to the service of any notice of the County and City's intention to re-enter provided for by any present or future law.

 

ARTICLE XIV.            SUCCESSORS.

 

Section 14.1.  Successors.  All rights and liabilities herein given to, or imposed upon the respective parties hereto, shall extend to and bind the heirs, executors, administrators, successors and permitted assigns of the parties.  The County and City shall be automatically released of all liability under this Lease from and after the date of any sale by the County and City of the Leased Premises.  All covenants, representations and agreements of the Tenant shall be deemed the covenants, representations and agreements of the occupant or occupants of the Leased Premises.

 

ARTICLE XV.            MISCELLANEOUS.

 

Section 15.1.  Waiver.  The waiver by the County and City or the Tenant of any breach of any term, covenant or condition contained herein shall not be deemed to be a waiver of such term, covenant, or condition or any subsequent breach of the same or any other term, covenant or condition contained herein.  The subsequent acceptance of rent hereunder by the County and City respectively shall not be deemed to be a waiver of any breach by the Tenant or the County and City, respectively, of any term, covenant or condition of this Lease regardless of knowledge of such breach at the time of acceptance or payment of such rent.  No covenant, term or condition of this Lease shall be deemed to have been waived by the Tenant or the County and City unless the waiver be in writing signed by the party to be charged thereby.

 

 

Section 15.2  Entire Agreement.  This Lease, and the exhibits attached hereto and forming a part of hereof, set forth all the covenants, promises, agreements, conditions and understandings, between the County and City and the Tenant concerning the Leased Premises and there are no covenants, promises, agreements conditions or understandings, either oral or written, between them other than as herein set forth.  Except as herein otherwise provided, no subsequent alteration, amendment, change or addition to this Lease shall be binding upon the County and City or the Tenant unless reduced in writing and signed by them.

 

Section 15.3.  Notices.  Any notice, demand, request, or other instrument which may be, or are required to be given under this Lease, shall be in writing and delivered in person or by United States certified mail, return receipt requested, postage prepaid, and shall be addressed as follows:

 

If to the County:                                                            Larry W. Davis, County Attorney

                                                                                    401 McIntire Road

                                                                                    Charlottesville, Virginia 22902

 

If to the City:                                                                S. Craig Brown, City Attorney

605 East Main Street

Charlottesville, VA 22902

 

If to the Tenant:                                                            ___________________________

                                                                                    ___________________________

 

or at such other address as designated by written notice of a party.

 

Section 15.4.  Captions and Section Numbers.  The captions, section numbers, and table of contents appearing in this Lease are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or intent of such sections of this Lease nor in any way do they affect this Lease.

 

Section 15.5.  Partial Invalidity.  If any term, covenant or condition of this Lease, or the application thereof, to any person or circumstance shall to any extent be invalid or unenforceable the remainder of this Lease, or the application of such term, covenant, or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant, or condition of this Lease shall be valid and be enforced to the fullest extent permitted by law.

 

Section 15.6.  Recording.  Upon request of any party, a Memorandum of Lease will be executed and recorded.  Such Memorandum shall contain any provisions of this Lease that either party requests except for the provisions of Article IV that shall not be included.  The cost of recording such Memorandum of Lease or a short form hereof shall be borne by the party requesting such recordation.

 

Section 15.7.  Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia.

 

 

Section 15.8.  Counterparts.  This Agreement may be executed simultaneously or in three or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

Section 15.9. Rules and Regulations.  The County and City may adopt such rules and regulations as the County and City deem appropriate for the safe and efficient use of the Leased Premises, which rules and regulations shall be effective after five days notice to the Tenant.

 

ARTICLE XVI.             BROKER'S FEES.

 

The Tenant and the County and City hereby warrant that there are no brokerage commissions due to any person in connection with this Lease.

 

ARTICLE XVII.          NO ASSIGNMENT.

 

The Tenant shall not assign this Lease or subject all or any portion of the Leased Premises to any sublease, either directly or indirectly, without the prior written consent of the County and City, which consent shall not be unreasonably withheld.  A merger, consolidation, sale, transfer or assignment by operation of law or a transfer or sale of, in the aggregate, a majority of the stock of the corporation, if the Tenant is a corporation, or a sale or transfer of any of the partnership interests, if the Tenant is a partnership, shall be considered an assignment for purposes of this section.  No assignment, sublease or transfer of this Lease by the Tenant shall (i) be effective unless and until the assignee, subtenant or transferee expressly assumes in writing the Tenant’s obligations under this Lease, or (ii) relieve the Tenant of its obligations hereunder, and the Tenant shall thereafter remain liable for its obligations under this Lease whether arising before or after such assignment, sublease or transfer.

 

ARTICLE XVIII.         RESERVATION OF EASEMENTS.

 

The County and City hereby reserve to themselves, their successors and assigns, while this Lease is in effect, the non-exclusive right and easement to use the supporting structural elements of the Facility for lateral and subjacent support, including party walls and supporting columns, for any adjacent property owned by the County and City.

 

ARTICLE XIX.            INDEMNIFICATION.

 

The Tenant agrees to indemnify, defend, and save the County and City harmless from and against any and all claims, actions, damages, liability and expense in connection with loss of life, bodily injury and damage to property caused in whole or in part by any act or omission of the Tenant, its agents, employees, guests or invitees, or arising from or out of any occurrence on or about the Leased Premises or the occupancy thereof by the Tenant.  In the event the County and City shall, without fault on its part, be made a party to any litigation commenced by or against the Tenant arising therefrom, then the Tenant shall indemnify, defend and save the County and City harmless and shall pay all costs, expenses and reasonable attorney's fees incurred or paid by the County and City in connection with such litigation.

 

 

ARTICLE XX.            SUBORDINATION OF LEASE.

 

This Lease and all rights of the Tenant hereunder are and shall be subject and subordinate in all respects to (1) all mortgages, deeds of trust and building loan agreements affecting the Leased Premises or the property described in Exhibit A, including any and all renewals, replacements, modifications, substitutions, supplements and extensions thereof, and (2) each advance made or to be made thereunder.  In confirmation of such subordination, the Tenant shall promptly upon the request of the County and City, execute and deliver an instrument in recordable form satisfactory to the County and City evidencing such subordination; and if the Tenant fails to execute, acknowledge or deliver any such instrument within ten (10) days after request therefore, the Tenant hereby irrevocably constitutes and appoints the County and City as the Tenant’s attorney-in-fact, coupled with an interest, to execute, acknowledge and deliver any such instruments on behalf of the Tenant.  The Tenant further agrees that in the event any such mortgagee or lender requests reasonable modifications to this Lease as a condition of such financing, the Tenant shall not withhold or delay its consent thereto.

 

ARTICLE XXI.          NONRECOURSE.

 

Notwithstanding any breach by the County and City of any of the terms of this Lease, or any claim by the Tenant arising hereunder, in no event shall the County and City or any of their officers, officials, employees or trustees of the County and City have any personal liability hereunder and the Tenant’s only remedy in the event of such breach, default or claim shall be to proceed against the County and City's interest in the Leased Premises.

 

 

IN WITNESS WHEREOF, the County and City and the Tenant have signed and sealed this Lease as of the date first above written.

 

The County and City:                                        The Tenant:

 

ALBEMARLE COUNTY          THE LEWIS & CLARK EXPLORATORY          

                                                                 CENTER OF VIRGINIA, INC.

 

 

By:________________________________   By:__________________________

                                                                        Its: __________________________

                                                                                   

CITY OF CHARLOTTESVILLE

 

 

By:  ________________________________

            Gary B. O’Connell, City Manager

 

 

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