MODIFICATION AND ASSIGNMENT OF LEASE
This Modification and Assignment of Lease (also herein the "Agreement") is
entered into by and between Hall County, Georgia ("Assignor"), the City of Gainesville,
Georgia ("Assignee"), and Corrections Corporation of America ("CCA" or "Tenant"), (the
foregoing, collectively, the "Parties").

WHEREAS by that certain lease dated January 24, 2008, as amended by
Amendments 1-6 (the "Lease"), Assignor as Landlord leased to CCA as Tenant the
premises described in Exhibit A hereto ("Premises"); and

WHEREAS,

the

Parties

acknowledge

that

the

Hall

County

Board

of

Commissioners was incorrectly designated as Landlord in the Lease and agree that as
of the Execution Date as defined herein the term "Landlord" as defined in the Lease
shall be revised to read "Hall County, Georgia"; and

WHEREAS, subject to the terms and conditions stated herein, Assignor desires
to assign said Lease to Assignee, and Assignee desires to assume, all of Assignor's
rights and obligations as Landlord under the Lease, with the consent of Tenant

NOW, THEREFORE, in consideration of the mutual covenants contained herein,
ten dollars and other valuable consideration received, and with the intent to be legally
bound, the parties agree as follows:

I.

ASSIGNMENT

Subject to the Contingencies as defined in Section Ill hereof, the Parties agree
as follows (provisions 1-5 below hereinafter the "Assignment"):

1.

Assignor hereby assigns the Lease and all of its right, title and interest

thereunder to Assignee and Tenant consents to such assignment.

Assignee hereby

accepts such assignment. Assignee shall have all of the rights of Assignor under the
Lease.

2.

Assignee hereby assumes and agrees to be bound by all of Assignor's

obligations under the Lease.

Assignee shall perform all the terms, covenants and

conditions of the Lease.

3.

To the extent authorized by law, Assignee shall indemnify and hold

Assignor harmless from any and all claims, damages, expenses and liabilities of
whatever nature, including attorney's fees, arising under the Lease or relating to the
Premises (collectively, the "Claims"), to the extent such Claims arise after the
Assignment Effective Date as defined in Section Ill hereof.

To the extent authorized

by law, Assignor shall indemnify and hold Assignee harmless from any and all Claims,
damages, expenses and liabilities of whatever nature, including attorney's fees, arising
under the Lease or relating to the Premises (collectively, the "Claims"), to the extent
such Claims arise prior to such Assignment Effective Date.

4.

Except as specifically modified herein, the Lease will continue in full force

and effect, until and unless modified by Assignee and Tenant.

5.

This Assignment shall be binding upon and shall inure to the benefit of the

Parties and their respective heirs, legal representatives, successors and assigns.

II.

MODIFICATION OF LEASE

Subject to the Contingencies as defined in Section Ill hereof, Assignor as
Landlord and CCA as Tenant under the above-referenced Lease, do hereby agree and

2

consent to modify the Lease as follows (provisions 1-8 below hereinafter the
"Modification of Lease"):

1. ARTICLE I, DEFINITIONS, Section 1.1: The definitions of "Additional Terms,"
"Lease Term," "Premises" and "Sheriffs Administrative Offices" shall be revised to
read as follows:

Additional Terms: None.

Lease Term: Eighteen (18) Lease Years, beginning on the 17th_ day of January,
2009, and ending on the 16th day of January, 2027, subject to the provisions of
this Lease.

Premises: That certain lot, tract, and parcel of land located at 622 Main Street,
City of Gainesville, Hall County, Georgia 30501 and known as the Hall County
Detention Center, as more particularly described on Exhibit A attached hereto,
together with all plants, shrubs and trees located thereon, and together with all
rights, ways and easements appurtenant thereto, and together with all
Improvements and fixtures now or hereafter attached thereto, provided, however,
that the Sheriff's Administrative Offices shall not constitute part of the Premises
for the first nine (9) Lease Years as set forth in Section 2.1.

Sheriff's Administrative Offices: That portion of the Premises that will be occupied
by Hall County, Georgia (the "County") for the first nine (9) Lease Years as set
forth in Section 2.1, including (a) that portion of the Improvements comprising
approximately 26,375.27 square feet and depicted on Exhibit C attached hereto;
and the nine (9) parking spaces located to the right of the main entrance and in
the patrol parking lot to the left of the intake sally port entrance, as shown on
Exhibit C attached hereto.

3

2. ARTICLE II, PREMISES; CONDITIONS PRECEDENT, Section 2.1: Revise
Section 2.1 to read as follows:
Landlord hereby demises and leases unto Tenant, and Tenant hereby leases
and takes from Landlord, subject to and in accordance with the covenants, terms
and

conditions

hereinafter

set forth,

the

Premises,

together with

any

improvements that Tenant constructs upon the Premises in accordance with the
terms of this Lease and all other rights, easements and privileges appurtenant to
the Premises.

Notwithstanding the foregoing, the County shall continue to

occupy the Sheriff's Administrative Offices for the first nine (9) Lease Years, and
the Premises shall not include the Sheriff's Administrative Offices during that time
period. Before expiration of the ninth Lease Year, the County shall vacate the
Sheriff's Administrative Offices, removing all personal property of the County
therein and leaving the Sheriff's Administrative Offices in broom clean condition.
The County may also remove any fixtures in the Sheriffs Administrative Offices,
provided, however, that the County shall repair at its sole cost and expense any
damage caused by such removal before expiration of the ninth Lease Year. On
the first day immediately following the end of the ninth Lease Year, the term
"Premises" under this Lease shall automatically expand to include the Sheriff's
Administrative Offices.

During the first nine (9) Lease Years, the County shall

have non-exclusive easements for vehicular and pedestrian ingress and egress
to and from Main Street and the Sheriff's Administrative Offices over and across
the parking areas on the Premises depicted on Exhibit C attached hereto and to
and from the entrance to the Sheriffs Administrative Offices depicted on Exhibit
C, provided, however, that the County shall minimize the disruption to Tenant's
use of the Premises and comply with all security procedures and policies
established from time to time by Tenant.

4

3.

ARTICLE II, PREMISES; CONDITIONS PRECEDENT, Section 2.5: The last
four sentences of Section 2.5 shall be deleted

4. ARTICLE Ill, TERM; Section 3.2: The second sentence of Section 3.2 shall be
revised to delete the words ", or the Lease Term may be extended."

The first

sentence of Section 3.2(a) shall be revised to read as follows: "Tenant shall have the
right to terminate the Lease at any time, for any reason or no reason, by giving
Landlord at least ninety (90) days' prior written notice of such termination."

The

remainder of Section 3.2 (a) and Section 3.2(b) shall be deleted in their entirety.

5. ARTICLE IV, RENT; Section 4.2: The Base Rent for Lease Years 4 through 18
shall be deleted and replaced with the following:

Lease Year

Base Rent

4

(2012)

$1,000,000

5

(2013)

$ 825,000

6

(2014)

$ 825,000

7

(2015)

$ 825,000

8

(2016)

$ 825,000

9

(2017)

$ 825,000

10

(2018)

$ 825,000

11

(2019)

$ 825,000

12

(2020)

$ 825,000

13

(2021)

$ 825,000

14

(2022)

$ 825,000

15

(2023)

$ 825,000

16

(2024)

$ 825,000

17

(2025)

$ 825,000

5

18

(2026)

$ 825,000

Delete any reference to Lease Years 19 through 30 and any Base Rent for those
years.

6. EXHIBIT E, TOTAL REFUND AMOUNT DUE UPON TERMINATION: Exhibit E
shall be deleted in its entirety and all references thereto shall be of no further force
or effect, it being the intent of the parties that Tenant shall not be entitled to receive
any refund from Landlord relating to Tenant's capital expenditures at the Premises
as indicated in Exhibit E under any circumstances.

7. Section 20.13 is hereby amended to revise the Short Form of Lease that was
originally attached to the Lease as Exhibit D. Such revised Short Forrn of Lease is
hereby substituted for the Exhibit D previously attached to the Lease, and is hereby
attached to this Agreement as Exhibit D.

8.

Exhibit C as referenced in Section 2.1 of the Lease prior to this Agreement is

hereby replaced with a revised Exhibit C to show the addition of one more parking
space. The Exhibit C as attached to the Lease is herein replaced by the revised
Exhibit C, a copy of which is attached to this Agreement as Exhibit C.

9. ARTICLE IX. MAINTENANCE AND REPAIRS: Delete Section 9.1 in its entirety
and insert a new Section 9.1 as follows:

9.1 Tenant, at its sole cost and expense, shall maintain the Premises in good
condition and repair, suffer no waste or injury (except for ordinary wear and tear),
and promptly make all necessary repairs and replacements thereto. Notwithstanding
the foregoing, for so long as the County continues to occupy the Sheriff's
Administrative Offices, County, at its sole cost and expense, shall maintain the

6

Sheriff's Administrative Offices in good condition and repair, suffer no waste or injury
(except for ordinary wear and tear), and promptly make all necessary repairs and
replacements thereto.

Delete the last sentence of Section 9.2.

Ill. SPECIAL STIPULATIONS
1. Contingencies. The effective date for the Assignment and Modification of Lease
("Assignment Effective Date") shall be the earliest date on which all of the following
contingencies have been satisfied (collectively, the "Contingencies"):

A.

Closing of the purchase and sale transaction contemplated by that certain
;>.

Commercial Real Estate Contract dated June

.2.£':.- 2012

pursuant to which

Assignee will purchase the Premises from Assignor.

B.

Execution of an intergovernmental service agreement between the United

States Department of Homeland Security Immigration and Customs Enforcement
("ICE") and Assignee pursuant to which Assignee agrees to provide detention
services for ICE detainees at the Premises ("Replacement IGSA"), or execution
of an assignment of that certain intergovernmental service agreement dated
March 5, 2009 between Assignor and ICE ("2009 IGSA"), pursuant to which
Assignee assumes Assignor's rights and obligations thereunder. In the event that
ICE and Assignee execute a Replacement IGSA, upon such execution Assignor
shall provide notice of termination with respect to the 2009 IGSA in accordance
with its terms.

C.

Execution of a management agreement between Assignee and Tenant

pursuant to which Tenant shall provide services and perform all obligations of

7

Assignee under the terms of a Replacement IGSA or the 2009 IGSA as
assigned, as applicable ("Management Agreement"). Upon the execution of the
Management Agreement, the Parties understand and agree that

that certain

management agreement dated December 16, 2008 between Assignor and
Tenant ("2008 Management Agreement") shall automatically terminate.
2.

Waiver and Release

@As of the Assignment Effective Date, Assignor and Tenant forever waive
and release the other from any and all claims, demands or damages,
whether known or unknown, which arise from or are related to their
participation as parties to the Lease and/or the 2008 Management
Agreement.

{Ql Tenant and Assignor certify to Assignee that as of the Execution Date as
defined below each

party has performed all obligations required of it

under the Lease; no offsets, counterclaims, or defenses of either party
under the Lease exist against the other, and that to the best of the parties'
knowledge, information and belief no events have occurred that, with the
passage of time or the giving of notice, would constitute a basis for such
offsets, counterclaims, or defenses. Tenant and Assignor make this
certificate with the knowledge that it will be relied upon by Assignee in
agreeing to assumption of the Lease.

3. Base Rent Payment for 2012. Notwithstanding anything in this Agreement to the
contrary, the Parties agree that effective as of the date of execution of this Agreement
("Execution Date") ARTICLE IV, RENT; Section 4.2 of the Lease shall be revised to
reflect a Base Rent Payment of One Million Dollars ($1 ,000,000) for Lease Year 4
(2012) and Tenant shall remit such payment to Assignor on or before June 30, 2012.

8

/)(

IN WITNESS WHEREOF, this Agreement is executed under seal on this'·''·--""'~
day of

_l"'" ·

, 2012.

Executed in the
presence of:

ASSIGNOR
HALL COUNTY, GE(),RGIA
By :__

. , _-=" "'c. ~·,·.•,+-._/._',·..""'/'·"-·""·"-¥----<~

ASSIGNEE

~
71/t:

.~·

2,-;

J,;J

It ij.:l'%!£.o ;If!!;[.____

ignature of witness

CORRECTIONS CORPORATION OF
AMERICA (CCA)
By: ..__

_(Seal)

Name: ____________
Title:
Attest:-----------·

9

IN WITNESS WHEREOF, this Agreement is executed under seal on this

dayofJ'-"NL

2 t"""'

,2012.

Executed in the
presence of:

ASSIGNOR

ASSIGNEE
CITY OF GAINESVILLE, GEORGIA
....-·-·-----·--~--~-·----

Signature of witness

By:___.._ _ _ _ _ _ _ _ (Seal)
Mayor

TENANT

9

STATE OF GEORGIA
COUNTY OF HALL

This is to certify that I am the Clerk of the Hall County, Georgia Board of Commission. As such, I
keep its of1icial records, including its minutes, and in that capacity do certify that this Agreement
was adopted by the Hall County Bomd of Commissioners on thec2:f:"":. day of_)_:::"' k~

·····-'

2012.

Documentation of such action was recorded in the official minntes of the Hall County, Georgia
Commission on the 2 8JJ'_ day of _j_':'_::'fC: _____, 2012.
Witness of my ofiicial signature and seal this _2j_Pf_ day of __~.:~:''<c:_________ , 2012.

378026·1
20052.102
6/21/12

EXHIBIT A
DESCRIPTION OF PREMISES

{0011768J.DOC I 12

Lease Hall County GA

TN500

TNS00-01)

A-1

Exhibit A- Legal Description
ALL that lot, tract and parcel of land, lying situate and being In tho City of Gainesville,
Hall County, Georgia, consisting of 4.097 acres, being the location of Main Street
School and the adjoining grounds, all as shown by a plat prepared for Hall County by
Owen Patton, Georgia f{eglslBred Land Surveyor, dated Januaf)I1B, 1978, which plat Is
by reference made a part hereof.
As shown by plat above referred to, subject property Is more particularly described as
follows:
BEGINNING at an iron pin corner on the northwest intersection of the rights of way of
Main Street and Banks Street in said City, running thence along the northwestern right
of way of Banks Street, South 62' 12' West 426.80 feet to an iron pin corner, located at
the intersection of said right of way with the northeastern right of way of Grove Street;
thence along said right of way of Grove Street the following bearings and distances:
North 24" 21' West 157.42 feet to a point; North 24" 21' West 39.28 feet to a point;
North 24' 35' West 249.11 feet to an iron pin corner at the intersection of said right of
way with the southeastern right of way of Parker Street; running thence along said right
of way of Parker Street, North 64" 20' East 389.47 feet to an Iron pin corner at the
intersection of said right of way with the southwestern right of way of Main Street;
running thence along the southwestern right of way of Main Street the following
bearings and distances: South 29" 28' East 239.75 feet to a point; South 27" 23' East
41.02 feet to a point; South 29' 48' East 149.83 feet to the point of beginning.
This Deed is intended to convey all the lands that are bounded by the above named
rights of way of Banks Street, Grove Street, Parker Street and Main Street and further, it
is expressly intended to include all of the former or present right of way of what was
formerly known as West College Avenue as bounded by Main Street and Grove Street.

21

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EXHIBIT "B"

(PURPOSELY OMITTED)

EXHIBIT.~

Sheriffs Administrative Offices

C0631 :OOOC0:263905:S:ATLANTA

LEASE AGREEMENT FOR SHERIFF'S ADMINISTRATIVE OFFICES

{)/~

This Lease is made and entered this~. day of June, 2012, between THE CITY OF

GAINESVILLE, GEORGIA, a municipal corporation duly chartered by the State of
Georgia, hereinafter referred to as "Lessor", and HALL COUNTY, GEORGIA, a political
subdivision of the State of Georgia, hereinafter referred to as "Lessee".

WITNESSETH:

1.

Premises. Lessor, for and in consideration of the sale and conveyance

of the property known as 622 Main Street, located in the City of Gainesville, Hall
County, Georgia ("Premises") to Lessor by Lessee and the within covenants and
agreements, has leased, and does hereby lease, to Lessee, to be used as Sheriff's
Administrative Offices that portion of the Premises designated as such and containing
approximately 26,375.27 square feet, including use of the common entrance, exit and
certain specified parking areas, as

shown and delineated on Exhibit "1"

attached

hereto* ("Sheriffs Administrative Offices" or "Leased Premises").

2.

Tenn. The term of this Lease shall commence on the date of

closing of the sale of Lessee's interest in the above-described Premises to Lessor and
shall terminate at the end of Lease Year 9 in accordance with the terms of the CCA Lease
Agreement as defined in Section 13 hereof. Notwithstanding the foregoing, Lessee may
voluntarily terminate this Lease upon the provision of 90 days written notice to Lessor.
Upon termination of this Lease the Sheriffs Administrative Offices shall automatically
become a part of the Premises in accordance with Section 2.1 of the CCA Lease
Agreement.

*The nine {9) parking spaces located to the right of the main entrance and in the patrol parking lot to the left of the intake sally port

entrance, as shown on Exhibit "1" hereto.

3.

Rental.

As a condition of and in consideration of the conveyance of

the Premises by the Lessee to the Lessor, Lessee shall have the right to occupy the
Sheriffs Administrative Offices during the term hereof without payment of additional
rental.
4.

Lessor's/Lessee's Specific Covenants. Lessor and Lessee do hereby

further covenant and agree:
{a)

Structural/ Alterations. Lessee agrees that it will make no

structural alterations to the Sheriffs Administrative Offices without the prior written
consent of the Lessor, which consent shall not be unreasonably withheld.
{b)

Maintenance and Repairs.

Lessee, at its sole cost and

expense, shall maintain the Sheriffs Administrative Offices in good condition and repair,
suffer no waste or injury (except ordinary wear and tear), and promptly make
necessary repairs and replacements thereto.
{c)

Utilities.

Lessor represents and warrants to Lessee that

electricity, water (potable and fire), sewer, gas, cable, and telephone lines are located at
the perimeter of the Premises and service through such lines is presently available to
the Sheriffs Administrative Offices in the minimum amounts and capacities reasonably
required to support Lessee's intended use of such space as a law enforcement facility.
Lessee, at its own expense, shall arrange with the Lessor's prima1y tenant of the
Premises, Corrections Corporation of America ("CCA"), for the provision for payment
by Lessee of separate utility services for the Sheriffs Administrative Offices. Lessee
shall pay the agreed percentage of all usage charges for utilities consumed on the
Premises as and when such charges become due and payable in accordance with the
CCA Lease Agreement.
{d)

Lessee shall be responsible for the

Security of Building.

security of the Sheriffs Administrative Offices during the term of this Lease.
{e)

Obstruction and Uttering. No garbage cans, boxes, abandoned

vehicles or other articles shall be placed in common areas.
2

(f)

Utility Adjustment Prohibited. Lessee shall not interfere, or with

its knowledge permit others in and about the Sheriff's Administrative Oft1ces to
interfere, with the heating or refrigeration systems, or the appliance for fumishing the same,
during the term of this Lease. No electrical wiring, appliance or equipment, other than
necessary security and surveillance equipment, general office equipment and computers
including radio or television antennae and equipment, shall be introduced or brought

Oil

to

the Lease Premises by Lessee without previous notice to, and approval, of Lessor.

(g)

Advertising Prohibited. No sign, notice, or· other advertisement

shall be inscribed, painted, affixed, or displayed on any of the windows or doors or any
other part of the outside or the inside of the Sheriff's Administrative Offices without the
prior written consent of Lessor or its agents.

(h)

Business Sign. Lessor shall permit Lessee to display a sign or

signs, in quality and decor similar to the signs currently used by Lessee, and same shall
be appropriately placed on the Leased Premises.

(i)

lessee's Obligations Upon Expiration.

In accordance with the

CCA Lease Agreement, before expiration of the ninth Lease Year Lessee shall vacate the
Sheriff's Administrative Offices, removing all personal property and leaving the same in
broom clean condition. Lessee may remove any fixtures in the Sheriff's Administrative
Offices provided that Lessee repair at its sole cost and expense any damage caused by
such removal before expiration of the ninth Lease Year.

(j)

Ingress/Egress Easements.

In accordance with Section 2.1 of

the CCA Lease Agreement, during the first nine (9) Lease Years Lessee shall have nonexclusive easements for vehicular and pedestrian ingress and egress to and from the
Sheriff's Administrative Offices over and across parking areas on the Premises, as more
particularly described the CCA Lease Agreement, provided that Lessee shall minimize
disruption to CCA's use of the Premises and not take any action in its use of the Sheriff's
Administrative Offices that would compromise the security of the Premises.

5.

Habitation Stoppage. If the Leased Premises are totally destroyed (or so

substantially damaged as to be unleaseable) by storm, fire, earthquake, or other
casualty, or, if the whole of the building shall be taken or condemned by any competent
authority for any public ot· quasi-public use or purpose ot· sold under threat thereof; this
Lease shall terminate as of the date of such destruction or damage or taking or
condemnation or sale under threat thereof. If the Lease Premises are damaged and
the damage cannot be repaired in sixty (60) days, this Lease shall be terminable as of
the date of damage by either party hereto giving to other written notice of termination.

6.

Non-Waiver of Rights.

It is further agreed that every remedy conferred

upon or reserved to Lessor and Lessee by this Lease, or any existing by reason of the
laws of the State of Georgia as now or hereafter in force, shall be cumulative, and that
every power and remedy given in this Lease to Lessor and Lessee may be exercised by
each from time to time and as often as occasion may arise. No delay or omission of
Lessor or Lessee to exercise any right, power or remedy shall impair or toll the same or
be construed to be a waiver of any default of Lessee or Lessor.

7.

Lessee Default.

If default shall at any time be made by Lessee in any

of the covenants herein contained to be kept, observed and performed by Lessee, or if
the leasehold interest shall be levied on under execution, or if Lessee shall be declared
insolvent according to law, or if any petition in bankruptcy or for relief under any of the
bankruptcy laws, as amended, shall be filed by or against Lessee, or if any assignment
of Lessee's property shall be made of the benefit of creditors, or if a receiver shall be
appointed for Lessee, then and in any of these cases, Lessor shall notify Lessee in
writing of such default and Lessee shall have thirty (30) days after written notice thereof
from Lessor to Lessee to cure default (unless such default is one that cannot
reasonably be cured within thirty (30) days and Lessee shall have commenced to cure
said default within said thirty (30) days); and if not cured during such respective period,
Lessor may terminate this Lease. Upon the termination of this Lease at the option
of Lessor aforementioned, or at the expiration by lapse of time of the term hereby
leased, Lessee will at once surrender possession of the Leased Premises to Lessor, and
remove

all

effects therefrom;

and

if

such

possession

be

not

immediately

surrendered, Lessor may forthwith re-enter said premises and repossess itself thereof

as of its for·mer estate, and the Leased !)remises shall automatically become a part of the
Premises in accordance with Section 2.1 of the CCA Lease Agreement.

8.

Usufruct.This Lease shall create the relationship of Lessor ami Lessee

between Lessor and Lessee; no estate shall pass out of Lessor. Lessee has only a
usufruct not subject to levy and sale and not assignable by Lessee except by Lessor·'s
consent. However, no change in ownership of the Lease Premises, however
accomplished, shall operate to enlarge or diminish the rights of the Lessee hereunder.

9.

Holding Over.

If Lessee remains in possession after expiration of the

term hereof, with Lessor's acquiescence and without any distinct agreement of parties,
Lessee shall be a lessee at will; and there shall be no renewal of this Lease by operation
of law.

10.

Successors. This Lease, and all of the ter-ms, provisions, covenants, and

agreements thereof, shall inure to the benefit of and bind the heirs, executors,
administrator-s, successors, legal repr-esentatives, grantees and assigns of the
respective parties hereto.

11.

Insurance.
(a)

Lessor at all times during the term of this Lease, will insure

and keep in effect on the Leased Premises fire insurance covering the property
inter·est of the Lessor, wr·itten by an insurance company or companies authorized
to transact business in the State of Georgia, in an amount or amounts sufficient
to pay in full all losses covered thereby. Lessee shall reimburse Lessor
annually for its share of the cost of such insurance on the Leased Premises but
only during the pendency of this Lease. Lessor will not insure any property or
interests of the Lessee in or within the building including, but not limited to, office
furniture, equipment, inventory or any Lessee improvements to the building.
Lessee agrees to carry such insurance at its own expense, if desired.

(b)

During the term of this Lease, the Lessee shall keep the

Leased Premises insured at Lessee's sole cost and expense, against claims for bodily
injury and property damage under a combined limit FIVE MILUON and N0/100 DOLLARS

($5,000,000.00) for bodily injuty and for property damage naming both Lessor and
Lessee as insureds.

12.

Entire Agreement. This Lease contains the entit·e agreement of the

parties hereto and no representations, inducements, promises or agreements,
oral or otherwise, between the parties, not embodied herein, shall be of any force or
effect.
13.

Special Stipulations.

(a)

Lessor and Lessee acknowledge that Lessee entered into a

lease agreement, dated January 24, 2008, for the Premises with CCA (hereinafter as
amended the "CCA Lease Agreement"). The CCA Lease Agreement will be transferred and
assigned to Lessor by Lessee simultaneous with the execution of this Lease, subject to the
closing of the sale of the Premises by Lessee to Lessor and satisfaction of the contingencies

,;;.

contained in that certain Modification and Assignment of Lease dated Jun&~·f~ 2012 by and
between Lessor, Lessee and CCA. Lessor and Lessee futther agree and acknowledge that
the terms and conditions of the CCA Lease Agreement, if found to be in conflict with the
terms and conditions of this Lease, shall control.
(b)

The portion of the Premises currently being used by

CCA as a jail or detention facility (being approximately 66,973.98 square feet of
the structure housing the jail) is excepted from this Lease and is provided for in
the CCA Lease Agreement.

IN WITNESS WHEREOF, the said parties have hereunto set their hands and

seals this the day and year first above written.

[signatures next page]

Signed, Sealed and delivered

LESSOR:

in the presence of:

cnY OF GAINESVILLE, GEORGIA

Attest:

APPROVED AS TO FORM:

Signed, Sealed and delivered

LESSEE:

in the presence of:

-W::.X:itcc~__ [J. ldCJ,{Jc

By:.~~~L,-~-L·~-~~~-~

Witness
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HALL COUNTY, GEORGIA

·:

1\16tary Pub!1c

Meftssa McCain
Notary Public. Hall County, Ga.

My Commission Expires
June2,2014

Title: -~.::::.::.__:::::::.~c~:-- ..-._···-·---~

STATE OF GEORGIA
COUNTY OF HALL
T'his is to ce1tify that I am the Clerk of tile Hall County, Georgia Board of Commission. As such, I
keep its official records, including its minutes, and in that capacity do certify that this Agreern.cnt
was adopted by the Hall County Board of Commissioners on thec2E~~ day of

J '·"

2012.

Docwnentation of such action was recorded in the onicial minutes of the Hall County, Georgia
Commission on the':):. . '"'····- clay of

) ·· .v

2012.

Witness of my official signature and seal this --~~'--·day of .. ~~~-'~C:.. ····--·' 2012.

378026·1
20052.102
6/21/12

EXHIBIT "1"

(SHERIFF'S ADMINISTRATIVE OFFICES
AND PARKING SPACES

EXHIBIT 1

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page 1 of (2)

·-·

EXHIBIT 1

page 2 of

(2)

EXHIBIT D

This Instrument Was Prepared By:
Hannah K.V. Cassidy, Esq.
Reno & Cavanaugh PLLC
424 Church Street, Suite 1750
Nashville, TN 37219

)Yl.EMORANDUM OF LEASE

MEMORANDUM OF LEASE is entered into this d(R'J<.. clay of
~~:)W.d'b:~-----~' 2012, by and belween the Cily of Gainesville, Georgia (successor lo
Hall County, Georgia as "L~D.dlord") and CORRECT'IONS CORPORATION OF AMHUCA, a
Maryland corporation ("Iet]JlJ!!").
THIS

WHEREAS, Landlord and Tenant entered into a Lease dated January 24, 2008, covering
certain premises described hereinafter (as amended by Amendments 1 through 6 and that certain
Modification and Assignment of Lease datedfuN~.& 2012, the "),ease"); and
WHEREAS, it is the desire of the parties hereto to enter into a Memorandum of Lease for
the purpose of recording the same <tnd giving notice of the existence of the Lease.
NOW, THEREFORE, in consideration of the rents reserved and the covenants and
conditions more particularly set forth in the Lease, Landlord and Tenant do hereby represent the
following:
1.
Lamilord has leased unto Tenant and Tenant has rented ii'om Landlord, certain
real property, and improvements thereon, more particularly described on _Exhibit_6 attached
hereto and incorporated herein hy reference (the "Premi;;es").
2.
The term of the Lease commenced on January 17, 2009 and shall tenninate
eighteen (18) years thereafter.
3.
This instrument is executed for the purpose of giving public record notice of the
fact of execution of the Lease, and all of the terms and conditions of the Lease and amendments
and modifications thereto are incorporated by reference herein. This Memorandum of Lease shall
extend to and be binding upon the parties hereto and their respective successors and assigns.
[SIGNATURES APPEAR ON FOLLOWING PAGES]

{D02372Sl.OOC /2

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IN WITNESS WHEREOF, the parties hereto have executed these presents and set their hands
and seals the day and year first above written.

LANDLORD:
Signed, sealed and delivered
in the presence of:

{D0237251.DOC I 2

TNS00-33}

CITY OF GAINESVILLE, GEORGIA

IN WITNESS WHEREOF, the parties hereto have executed these presents and set their hands
and seals the day and year !irst above written.

TENANT:
Signed, sealed and delivered
in the presence o [

UnoHicial Witness

Notary Public

My Commission Expires:

[INSERT TENNESSEE NOTARY)

{DD23725LDOC /2

TNS00-33}

CORRECTIONS CORPORATION OF AMERICA

EXHIBIT "A" TO "D"

Exhibit A- Legal Description
ALL that lot, tract and parcel of land, lying situate and being in the Cily of Gainesville,
Hall County, Georgia, consisting of 4.097 acres, being the location of Main Street
School and the adjoining grounds, all as shown by a plat prepared for Hall County by
Owen Patton, Georgia Registered Land Surveyor, dated January 18, 1978, which plat is
by reference made a part hereof.
As shown by plat above referred to, subject property is more particularly described as
follows:
BEGINNING at an iron pin corner on the northwest intersection of the rights of way of
Main Street and Banks Street in said City, running thence along the northwestern right
of way of Banks Street, South 62' 12' West 426.80 feet to an iron pin corner, located at
the intersection of said right of way with the northeastern right of way of Grove Street;
thence along said right of way of Grove Street the following bearings and distances:
North 24" 21' West 157.42 feetlo a point; North 24' 21' West 39.28 feet to a point;
North 24" 35' West 249.11 fee! to an iron pin corner at the intersection of said right of
way with the southeastern right of way of Parker Street; running thence along said right
of way of Parker Street, North 64" 20' East 389.47 feet to an iron pin corner at the
intersection of said right of way with the soLJthwestern right of way of Main Street;
running thence along the southwestern right of way of Main Street the following
bearings and distances: South 29" 28' East 239.75 feet to a point; South 27" 23' East
41.02 feet to a point; South 29" 48' East 149.83 feet to the point of beginning.
This Deed is intended to convey all the lands that are bounded by the above narned
rights of way of Banks Street, Grove Street, Parker Street and Main Street and further, it
is expressly intended to include all of the former or present right of way of what was
formerly known as West College Avenue as bounded by Main Street and Grove Street.

21

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