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DEED
OF LEASE BETWEEN GEORGE MASON UNIVERSITY
AND THE OSHER LIFELONG LEARNING INSTITUTE AT GEORGE MASON UNIVERSITY
The Lease for OLLI's use of Tallwood Annex for five years (through June
2012) was finalized on October 8, 2007. The lease complements the Affiliation
Agreement,
which was signed on September 28, 2007.
DEED OF LEASE (Lease No. 247-L0077)
This
DEED OF LEASE (the "Lease") is dated the 8th day of October, 2007, between the
COMMONWEALTH OF VIRGINIA, BY THE RECTOR AND VISITORS OF GEORGE MASON
UNIVERSITY, as Grantor (the "Landlord"), and OSHER LIFELONG LEARNING
INSTITUTE AT GEORGE MASON UNIVERSITY, (formerly known as the Learning
in Retirement Institute), an independent Virginia corporation and
non-profit organization, as Grantee (the "Tenant").
WHEREAS,
the parties have entered into an Affiliation Agreement dated
the 28th
day of Sept.
2007 for the collaboration and
advancement of education of older adults in Northern Virginia through
various learning opportunities, non-credit, non-degree granting classes
and other events and activities;
NOW,
THEREFORE IN CONSIDERATION of the mutual promises and benefits
hereunder and other good and valuable consideration, the parties
mutually agree to the following: [Back to Contents]
WITNESSETH
1.
PREMISES.
For
and in consideration of the terms, conditions, covenants, promises and
agreements herein made, the Landlord leases to the Tenant the following
real property (the "Premises"), together with the right of ingress and
egress, in the County of Fairfax, subject, however, to all easements,
restrictions and covenants of record. The Premises are more
particularly described as:
Tallwood
Annex (approx. 2134 sq ft.), Tallwood Trailer 2 (approx. 810 sq. ft.)
and Tallwood Trailer 3 (approx. 994 sq ft.) for a total of
approximately 3938 square feet located on the George Mason University
Fairfax Campus, 4210 Roberts Road, Fairfax, Virginia 22032. [Back to Contents]
2.
TERM.
The
term of this Lease (the "Initial Term") shall be five (5) years,
beginning on July 1, 2007 (the "Commencement Date"), and terminating on
June 30, 2012 (the "Termination Date"). At the termination of
this Lease, Tenant shall deliver peacefully the Premises in as good
order and repair as the same were on the Commencement Date, reasonable
wear and tear excepted. [Back to Contents]
3.
RENT.
Tenant
shall pay Landlord the sum of One Dollar ($1.00), the receipt of which
is hereby acknowledged. [Back to Contents]
4.
USE OF PREMISES.
The
Premises are to be used and occupied by the Tenant for the business of
the Tenant and for no other purpose. No alterations, additions,
or improvements shall be made to the Premises without the prior written
consent of the Landlord. All expenses incurred for such approved
alterations, additions or improvements shall be borne by Tenant.
The Tenant shall not damage the Premises or any part thereof or allow
the same to be done. The Tenant shall not allow the Premises to
be used for any illegal purpose and shall not do or allow any act which
may disturb occupants of adjoining property or cause damage to
adjoining property. [Back to Contents]
5.
QUIET ENJOYMENT.
So
long as the Tenant observes and keeps all the covenants, agreements and
conditions of this Lease, the Landlord covenants that the Tenant shall
have quiet and peaceful use and enjoyment of the Premises throughout
the Initial Term of this Lease and any renewals or extensions thereof,
subject, however, to the exceptions, reservations and conditions of
this Lease. [Back to Contents]
6.
PERSONAL PROPERTY.
All
personal property placed in or kept on the Premises shall be at the
sole risk of the Tenant or the owner of such personal property and the
Landlord shall have no liability for loss, damage or deterioration of
same for any reason. [Back to Contents]
7.
ACCEPTANCE OF CONDITION OF PREMISES.
The
Tenant covenants that it has inspected the Premises and accepts the
Premises "as is" without any representations or warranties by the
Landlord as to the condition or usefulness of the Premises for any
purpose. [Back
to Contents]
8.
ASSIGNMENT AND SUBLETTING.
The
Tenant shall not assign or transfer this Lease, nor sublet any part of
the Premises, without the prior written consent of the Landlord, which
consent the Landlord may withhold in its sole discretion. [Back to Contents]
9.
ACCESS BY LANDLORD.
The
Landlord and its representatives may enter the Premises at any time to
make emergency repairs, preserve the Premises or to prevent or abate
any nuisance, hazard, or unlawful conditions. [Back to Contents]
10.
INDEMNIFICATION; INSURANCE.
The
Tenant shall indemnify, defend and hold harmless the Landlord and its
agents and employees, from all liability, claims for damage, injury or
loss of every kind and nature, whether relating to person or property,
arising on or within the Premises or incident to the Tenant's use of
the Premises. Beginning on the Commencement Date and continuing
during the Initial Term of this Lease and any renewals or extensions
thereof, the Tenant, at the Tenant's expense, shall keep in force, with
an insurance company authorized to transact business in Virginia, and
in a form acceptable to the Landlord, an insurance policy with personal
property and broad form liability coverage. The insurance policy
shall include the Landlord as a named insured and have the following
minimum limits and coverage: $500,000.00 for personal injury to or
death of any one person, or more than one person, as the result of any
one accident or disaster, and include coverage for property damage and
medical payments and a $1,000,000 umbrella. On or before the
Commencement Date, the Tenant shall deliver to the Landlord a
certificate of insurance showing the same to be in force and effect,
together with a copy of a paid receipt for the first year's
premium. The policy shall provide for notification to the
Landlord in the event of cancellation.
In the event that the Tenant fails to obtain and maintain the insurance
required by this section, the Landlord may, at its option, cause the
required insurance to be issued and maintained and the Tenant shall pay
the premiums for such insurance as additional Rent.
By requiring the above minimum insurance, Landlord shall not be deemed
or construed to have assessed the risk that may be applicable to the
Tenant. The Tenant shall assess its own risks and if it deems
appropriate and/or prudent, maintain higher limits and/or broader
coverage. [Back
to Contents]
11.
DAMAGE OR DESTRUCTION.
(a) If the Premises or the building of which the
Premises forms a part are damaged or destroyed by fire or other
casualty, the Tenant shall notify the Landlord immediately.
(b) If the Premises or the building of which the
Premises forms a part, or any portion thereof, are damaged or destroyed
by fire or other casualty and, in the sole opinion of the Landlord, the
Premises are thereby rendered unfit for occupancy, either the Landlord
or the Tenant shall have the right to terminate this Lease by notice to
the other party within thirty (30) days after the fire or other
casualty. If this Lease is so terminated, Rent shall abate as of
the date of such fire or other casualty.
(c) If this Lease is not terminated pursuant to the
provisions of Section 11(b), and the Landlord elects, in its sole
discretion, to repair and restore the Premises to their former
condition, there shall be a proportionate abatement of Rent for the
period during which the said repairs and restoration are being
completed for that portion of the Premises not substantially usable by
the Tenant. [Back to Contents]
12.
KEYS.
On
the Commencement Date, the parties acknowledge that Tenant is in
possession of keys to the Premises. The Tenant shall not change
or add locks without the prior written consent of the Landlord.
Upon termination of this Lease, all keys will be surrendered to the
Landlord. [Back
to Contents]
13.
MECHANICS' AND MATERIALMEN'S LIENS.
The
Tenant shall not create, place, or suffer the creation or filing of any
mechanics' or materialmen's lien against the Premises by reason of
labor or materials provided for or at the request or order of the
Tenant, or of the Tenant's agents or contractors. The Tenant
shall discharge any such lien within twenty (20) days after the date
the same was filed. [Back to Contents]
14.
MAINTENANCE, REPAIRS, UTILITIES AND OTHER
COSTS.
(a)
Landlord shall keep, repair and maintain, at Landlord's expense, all
plumbing, lighting, heating, ventilation, air-conditioning, electrical
and mechanical devices and appliances of every kind or nature located
on the Premises in good working order and condition, and shall, if
necessary, make such alterations, additions, and/or modifications to
the Premises and all equipment, electrical and mechanical devices and
appliances thereon or serving same so as to comply at all times with
all applicable federal, state and local laws, ordinances, rules and
regulations pertaining to health, safety, fire and public welfare.
(b)
Tenant shall be responsible for the payment of any
and all charges for repairs to the Premises, except repairs to the
foundation, floor, exterior structural walls and roof.
(c)
Landlord shall provide, at Landlord's expense, the
following utilities and services for the Premises: heating and
air-conditioning as conditions require, electricity, gas, water and
sewer, janitorial, and interior trash removal.
(d)
Tenant shall keep, repair and maintain at Tenant’s expense all
telephone service and equipment for the premises.
(e)
If Tenant fails to make any payment or perform any act required by the
Tenant under this Lease, the Landlord may (but shall be under no
obligation to) make such payment or perform such act. All amounts
so paid by the Landlord and all costs, fees and expenses incurred by
the Landlord regarding such payment or performance shall be paid by the
Tenant as additional Rent.
(f)
When and as snow and/or ice removal become
necessary, Landlord shall promptly remove all snow and ice from all
walkways, loading areas, common areas, and parking areas. [Back to Contents]
15.
ENVIRONMENTAL CONTAMINATION.
(a)
The Tenant shall not engage in or allow any activity on the Premises
involving: (i) the handling of any toxic or hazardous substances, (ii)
the discharge of toxic or hazardous substances to the air, soil,
surface water or groundwater, (iii) the storage, treatment or disposal
of any toxic or hazardous substances (for purposes of this Lease,
"hazardous substance(s)" shall have the meaning of "hazardous
substance" set forth in 42 U.S.C. Section 9601(14), as amended, and of
"regulated substance" at 42 U.S.C. Section 6991(2), as amended), or
(iv) any other substances which may be the subject of liability
pursuant to any environmental law of the United States or the
Commonwealth of Virginia.
(b)
The Tenant shall indemnify and hold harmless the Landlord from any and
all claims, suits, judgments, damages, fines, penalties, liability,
costs and expenses (including reasonable fees for costs and expenses
for any required attorneys, consultants and experts) resulting or
arising from the discovery of any toxic or hazardous substance on, in
or arising from, or contamination of, the Premises which is a result of
any activity of the Tenant, its agents, employees, contractors or
repairmen. [Back to Contents]
16.
EVENTS OF DEFAULT; LANDLORD'S REMEDIES UPON DEFAULT.
(a)
The following events shall be deemed to be an event of default ("Event
of Default") by the Tenant under this Lease:
(i)
The failure of the Tenant to pay when due any installment of Rent or
any other payment required to be made by the Tenant under this Lease
and the failure to cure such default within ten (10) days after written
notice thereof to Tenant.
(ii)
The failure of the Tenant to comply with any term, provision, promise
or covenant of this Lease (other than the payment of Rent or any other
payment required to be made by Tenant hereunder) and the failure to
cure such non-compliance within thirty (30) days after written
notice of an Event of Default to the Tenant.
(iii)
Termination of the Affiliation Agreement between the Parties dated
9.28.07 .
(b)
If the Landlord gives written notice to the Tenant of an Event of
Default pursuant to the NOTICES Section of this Lease and the Tenant
does not cure such default within the specified period following the
notification, then at the expiration of said period, this Lease shall
automatically terminate as completely as if the deadline for curing the
default were the date specified as the Termination Date in this Lease,
and the Tenant shall then surrender the Premises to the Landlord. If
this Lease shall be so terminated, the Landlord may, at its option,
without formal demand or notice of any kind, re-enter the Premises by
any unlawful detainer action or by any other means and remove the
Tenant, or any other person who may be occupying the Premises, from the
Premises without being liable for any damages therefor. Upon the
Landlord's exercise of such termination, the Tenant shall pay the
Landlord's costs and expenses incurred in fulfilling the Tenant's
obligations under this Lease, including, without limitation, the
Landlord's reasonable attorney fees and court costs, and this provision
shall survive termination of this Lease.
(c)
The failure of the Landlord to insist upon the strict performance of
any covenant, agreement, term or condition of this Lease or to exercise
any permitted right or remedy upon an Event of Default, and/or
acceptance of payment of full or partial Rent or other payment required
to be made by the Tenant during the continuance of any such Event of
Default shall not constitute a waiver of such Event of Default or of
any covenant, agreement, term or condition of this Lease.
(d)
No right or remedy herein conferred upon or reserved to the Landlord
shall be exclusive of any other right or remedy, and every right and
remedy shall be cumulative and in addition to any other right or remedy
given hereunder or now or hereafter existing at law. [Back to Contents]
17.
RENEWAL AND TERMINATION OF LEASE.
(a)
Renewal. The parties may renew for additional five-year terms by
mutual written agreement.
(b)
Termination. Notwithstanding any other provision in or
incorporated by reference into this Lease, this Lease and any renewal
term may be terminated by either party at any time upon at least six
(6) months written notice to the other party. At the termination
of this Lease, the Tenant shall deliver peacefully the Premises in as
good order and repair as the same were on the Commencement Date,
reasonable wear and tear excepted. [Back to Contents]
18.
BINDING EFFECT; AMENDMENTS.
The
covenants, agreements, and rights contained in this Lease shall bind
and inure to the respective heirs, personal representatives, successors
and assigns of the Landlord and the Tenant. This Lease
constitutes the entire, full and complete understanding and agreement
between the Landlord and the Tenant, and all representations,
statements, warranties, covenants, promises or agreements previously
made or given by either party to the other are expressly merged into
this Lease and shall be null, void and without legal effect.
Neither party, nor any agent of either party, has any authority to
alter, amend or modify any of the terms of this Lease, unless the
amendment is in writing and executed by all parties to this Lease with
the same formality as this Lease. [Back to Contents]
19.
NOTICES.
(a)
All notices to the Tenant required or permitted under this Lease shall
be given by mailing the notice by certified U.S. mail, postage prepaid,
return receipt requested, addressed to:
OSHER
LIFELONG LEARNING INSTITUTE
Attn:
Executive Director
4210 Roberts Road
Fairfax, Virginia 22032
Telephone: (703) 503-3384
(b)
All notices to the Landlord required or permitted under this Lease
shall be given by mailing the notice by certified U.S. mail, postage
prepaid, return receipt requested, addressed to:
Cathy Wolfe
Director
of Space Management
George Mason University
4400 University Drive, MSN 1E4
Fairfax, Virginia 22030
with a copy to:
Office of University Counsel
George Mason University
4400 University Drive, MSN 2A3
Fairfax, Virginia 22030
(c)
Where, under the terms of this Lease, a notice is sent by certified
U.S. mail, postage prepaid, return receipt requested, such notice shall
be deemed to have been given as of the date of mailing such
notice. Each party to this Lease shall notify the other party of
any new address at which to mail notices, which notice shall be given
in the manner provided above, and unless and until such notice of a new
address is given, notices to a party hereto shall be sufficient if
mailed to such party's address as specified in the NOTICES Section, as
appropriate.
(d)
Where, under the terms of this Lease, a notice is required or permitted
to be sent by certified U.S. mail, postage prepaid, return receipt
requested, and such notice is not sent in such manner, the notice shall
be effective if actually received by the party, or its appointed agent,
to whom the notice is addressed. [Back to Contents]
20.
HEADINGS.
The
heading of the sections of this Lease are inserted for convenience only
and do not alter or amend the provisions that follow such headings. [Back to Contents]
21.
ADDITIONAL PROVISIONS.
This
Lease is subject to the following terms, conditions, modifications,
additions and/or deletions provided in the following designated
attachments, exhibits and riders: NONE. [Back to Contents]
IN WITNESS WHEREOF,
the
parties hereto have affixed their signatures and seals.
Landlord:
COMMONWEALTH OF VIRGINIA By the RECTOR AND
VISITORS OF GEORGE MASON
UNIVERSITY
By:
/Maurice W. Scherrens/
Maurice W. Scherrens
Senior Vice President
COMMONWEALTH
OF VIRGINIA
COUNTY
OF FAIRFAX, to-wit
The
foregoing Deed of Lease was acknowledged before me this 8th day of
October, 2007, by Maurice W. Scherrens, acting in his capacity as
Senior Vice President of George Mason University, by the Rector and
Visitors of George Mason University, on behalf of the University.
/Janice K. Gouch/
.
Notary Public
My
commission expires:
Oct. 31, 2009 .
Tenant:
OSHER LIFELONG LEARNING INSTITUTE AT GEORGE MASON
UNIVERSITY
By:
/Robert P. Carroll/ .
Name: Robert P. Carroll .
Title: President .
STATE
OF VIRGINIA
CITY/COUNTY
OF Fairfax ,
to-wit:
The
foregoing Deed of Lease was acknowledged before me this 26th day of
September , 2007, by Robert P. Carroll ,
acting in his/her capacity
as President
of the OSHER LIFELONG LEARNING INSTITUTE AT GEORGE MASON
UNIVERSITY, a Virginia non-profit corporation.
/Megan E.
Boykin/ .
Notary Public
My
commission expires:
August 31, 2010
OFFICE
OF THE ATTORNEY GENERAL
Approved
as to form:
By:
/ (not legible) / .
Assistant
Attorney General
RECOMMEND
APPROVAL:
GEORGE
MASON UNIVERSITY FACILITIES
By:
/Thomas G. Calhoun/ .
Thomas
G. Calhoun
Vice
President, Facilities [Back to Contents]
Updated:
November 4, 2007
Copyright © 2007 Osher Lifelong Learning Institute at
George Mason University. Materials in this publication subject to
OLLI-GMU copyright may be reproduced for noncommercial educational
purposes as long as credit is given to OLLI-GMU.
Osher Lifelong Learning Institute at George Mason University
4210 Roberts Rd., Fairfax, VA 22032-1028
Phone: (703) 503-3384; E-mail: olli@gmu.edu;
Fax: (703) 503-2832
Original site design and construction by OLLI-GMU member Rod Zumbro. |
