1

STATE OF SOUTH CAROLINA )

) AGREEMENT
COUNTY OF BEAUFORT )
This Agreement (the Agreement) is entered into as of ______________, 2014, by and
between the Beaufort County School District (hereinafter referred to as the "District"), with a
mailing address of Post Office Drawer 309, Beaufort, South Carolina 29901, and Riverview
Charter School, a South Carolina charter school formed and existing pursuant to S.C. Code
Ann. 59-40-40(1) (hereinafter referred to as the "Riverview"), with a mailing address of 81
Savannah Highway, Beaufort, South Carolina 29906.
In consideration of the covenants contained herein and other valuable consideration
received and with the intent to be legally bound, District and Riverview agree as follows:
1. PREMISES. District hereby grants permission to Riverview to use for a charter school
pursuant to the South Carolina Charter School Act, and Riverview hereby agrees to
use as a charter school pursuant to the South Carolina Charter School Act, that certain
parcel together with the improvements thereupon, more particularly described in Exhibit
1 attached hereto and incorporated as a part hereof, all of which is hereinafter referred
to as the "Premises." The Premises has a street address of 81 Savannah Highway,
Beaufort South Carolina 29906, and is designated as Property Number R112 031 00B
0127 0000 on the Beaufort County Tax Map.
2. TERM. The term (the "Term") of this Agreement shall be for a period of thirty (30)
calendar years, commencing on July 1, 2015, and ending at midnight on June 30, 2045.
The Agreement and all rights and responsibilities terminate at the conclusion of the
Term, unless otherwise stated herein.
3. OPTION 1 - PAYMENTS DURING TERM. The annual payment to be made by
Riverview to District during the Term shall be Five Hundred Ninety-One Thousand and
No/100 Dollars ($591,000.00). Such amount shall be paid by Riverview to District in
twelve (12) equal monthly payments of Forty-Nine Thousand Two Hundred Fifty and
No/100 Dollars ($49,250.00). An amount equal to the monthly payments due to District
from Riverview will be deducted by District from the monthly allocation provided to
Riverview pursuant to the South Carolina Charter Schools Act of 1996, S.C. Code Ann.
59-40-10, et seq. The annual payment includes the cost of building maintenance
and maintenance supplies for said property to the extent of District's obligation pursuant
to Section 12 of this Agreement, subject to Paragraphs 4 and 5 of this Agreement. The
parties warrant, understand and agree that no legislative or regulatory action regarding
payments from a charter school to a public school district shall relieve Riverview of its
contractual responsibility to complete the payments contemplated and set forth in this
Paragraph.
OPTION 2 - PAYMENTS DURING TERM. The annual payment to be made by
Riverview to District during the Term shall be Six Hundred Thirty-Three
Thousand Five Hundred Fifty One No/100 Dollars ($633,551.00). Such amount
shall be paid by Riverview to District in twelve (12) equal monthly payments of
Fifty-Two Thousand Seven Hundred Ninety-Five and 92/100 Dollars ($52,795.92).
An amount equal to the monthly payments due to District from Riverview will be
deducted by District from the monthly allocation provided to Riverview pursuant
2

to the South Carolina Charter Schools Act of 1996, S.C. Code Ann. 59-40-10,
et seq. The annual payment includes the cost of building maintenance and
maintenance supplies for said property to the extent of District's obligation
pursuant to Section 12 of this Agreement, subject to Paragraphs 4 and 5 of this
Agreement. The parties warrant, understand and agree that no legislative or
regulatory action regarding payments from a charter school to a public school
district shall relieve Riverview of its contractual responsibility to complete the
payments contemplated and set forth in this Paragraph.
4. ROUTINE MAINTENANCE. The parties hereto understand and agree the annual
payment set forth in Paragraph 3 of this Agreement accounts for the costs of routine
maintenance to the Premises and, accordingly, the district shall provide such
maintenance. Notwithstanding this provision, however, Riverview shall provide
grounds maintenance, security service, fire alarm service, cleaning and janitorial
service, and provide for trash and recycling disposal on or for the Premises, the cost of
the same not being included in the annual payment set forth in Paragraph 3 of this
Agreement.
5. CAPITAL IMPROVEMENT AND MAJOR-MAINTENANCE COSTS. The District shall
maintain the foundation, exterior walls, and roof and other structural elements of the
improvements on the Premises, and also all horizontal improvements on the Premises,
in good repair, ordinary wear and tear excepted, unless the need for any such repair
or replacement is directly or indirectly attributable to or results from activity being
conducted within the Premises, or becomes necessary by reason of the negligence of
Riverview, its agents, servants, employees, or anyone else for whose acts Riverview
is responsible. Notwithstanding this provision, however, the costs of routine
maintenance of the Premises shall be paid directly by Riverview, as provided in
paragraph 4. The parties hereto understand and agree the annual payment set forth in
Paragraph 3 of this Agreement accounts for the costs of capital improvements and
major maintenance [OPTION 1 solely and exclusively to the structure existing on the
Premises at the time of execution of this Agreement and does not include the projected
costs of capital improvements to and major maintenance on the structure to be
constructed upon the Premises.][OPTION 2 - to the structure existing both on the
Premises at the time of execution of this Agreement and the costs of capital
improvements to and major maintenance on the structure to be constructed upon the
Premises.] The District, directly or through contracted entity(ies), shall make any and
all capital improvements to the Premises and undertake major maintenance costs to
the Premises during the Term, including without limitation, the replacement of all or part
of the roof, HVAC system, electrical system [OPTION 1 - , up to a total aggregate cost
of repairs not to exceed Four Million and No/100 Dollars ($4,000,000.00) (herein the
Aggregate Limit). Riverview shall be responsible for payment to the District of any
and all costs of capital improvements and major maintenance undertaken by the District
during the Term once the Aggregate Limit is reached. District agrees to avail itself
of any warranties and insurance proceeds applicable to capital maintenance
costs prior to charging against the Aggregate Limit.][OPTION 2 Delete entire
provision bracketed as Option 1 and replace with a period only.] District
agrees to avail itself of any warranties and insurance proceeds applicable to
capital maintenance prior
6. SECURITY DEPOSIT. A Security Deposit in the amount of $10,000 was paid by
3

Riverview to the District on or about July 15, 2012, as security for the full and faithful
performance by Riverview. Such sum was deposited District into an interest-bearing
account and said sum, together with the interest thereon, shall be returned to Riverview
after the expiration of this Agreement, provided Riverview has fully and faithfully carried
out all of its terms.
7. UTILITIES. Riverview shall have the sole responsibility for payment to third parties for
contracting with and payment of any and all utilities, including but without limitation,
heating and air conditioning, gas, water and sewer, electricity, internet access and
telephone service, provided to and consumed on the Premises during the term of this
Agreement.
8. FURNITURE/FIXTURES AND EQUIPMENT. Premises is provided "as is" and
exclusive of any furniture, fixtures and equipment to include such items as interactive
whiteboards, kitchen small wares, gym equipment, desks, chairs, tables, etc. The only
exceptions will be (1) the Lobby Guard equipment and all costs associated with the
equipment will be borne by Riverview, and (2) large fixed food service equipment owed
by the District.
9. SIGNAGE. School signage will be provided by Riverview.
10. INSURANCE. During the Term, Riverview shall maintain, at its sole expense, property
and casualty insurance and flood insurance, with the following basic understandings:
(i) District must be named a loss payee on any and all insurance policies; (ii)
Riverview is responsible for insuring its own personal property against loss; (iii)
Riverview shall maintain public liability insurance for at least the minimum liability
amounts stated in the South Carolina Tort Claims Act, as may be amended from time
to time; and (iv) certificates of insurance reasonably acceptable to the District shall be
presented to the District by Riverview prior to the commencement of the Term and
annually thereafter. In the event Riverview fails to obtain and maintain the required
policies of insurance, the District may elect to extend property and casualty insurance
to the Premises and deduct the cost of the same from any of District's payments to
Riverview pursuant to the South Carolina Charter Schools Act of 1996, S.C. Code Ann.
59-40-10, et seq.
11. GENERAL PURPOSES: Riverview shall use the Premises to operate a charter school
pursuant to the South Carolina Charter Schools Act of 1996, S.C. Code Ann. 59-
40-10 et seq. (Supp. 2007). Riverview shall be responsible for maintaining student
occupancy of the Premises by the Office of School Facilities of the State Department
of Education, or any local code official with jurisdiction. Relocatable classrooms shall
not be installed for use on or near Premises without prior written consent of District.
12. RIVERVIEW MODIFICATIONS. Riverview shall be permitted, at its sole cost and
expense, to make modifications to the Premises with prior written approval of the
District, said approval not to be unreasonably withheld. Upon expiration of this
Agreement, Riverview may elect to remove Riverview's alterations, additions or
improvements and restore the Premises to its former condition, normal wear and tear
excepted. Improvements permanently attached to the building shall remain in the
Premises unless removal of such items is approved in advance by District.
4

13. CONDITION OF PROPERTY. District and Riverview represent that to the best of their
knowledge, the improvements on the Premises are in structurally sound condition, the
roof in good condition, and the mechanical, electrical, plumbing, heating and cooling
systems, appliances and fixtures in good working order.
14. NOTIFICATION FOR REPAIRS. Calls by Riverview upon District for routine, capital
and/or major maintenance and repairs must be made in accordance with reasonable
directions and procedures established by the District.
15. QUIET ENJOYMENT. Riverview shall have the right to quietly enjoy the Premises
during the Term, subject only to District's right to enter upon the Premises to inspect
the same and to make necessary repairs as provided in Paragraph 12 of this
Agreement. In an emergency, and as permitted by law, District may enter the Premises
without prior notice to Riverview.
16. COMPLIANCE WITH LAW. Riverview and District warrant, each unto the other, they
have the power and authority to enter into this Agreement and that they shall comply
with all laws, orders, ordinances and other public requirements now or hereafter
pertaining to Riverview's use of the Premises.
17. ASSIGNMENT AND SUBLETTING. Riverview shall not assign this Agreement or
sublet all or any portion of the Premises, or Riverview's improvements, without the prior
written consent of the District, said approval not to be unreasonably withheld. No such
assignment or subletting shall in any way relieve Riverview of any of its obligations in
this Agreement. This section shall apply to all successive assignments and subleases.
18. FIRE AND CASUALTY. If the Premises, or any material part thereof, shall be damaged
or destroyed by fire or any other casualty whatsoever during the Term, then the District,
with reasonable input from Riverview, shall, within a reasonable time and in a
reasonable manner, and using the insurance proceeds provided by District and its
insurance company for such purpose, restore the Premises as nearly as possible to
such condition as existed immediately prior to such casualty. If such casualty makes
unusable a portion of the Premises which does not exceed 50%, then Riverview shall
pay a reduced rent proportionate to the space which is available and usable; however,
if such casualty makes unusable a portion of the Premises which exceeds 50%, then
Riverview's obligation to pay rent shall be abated in full until Riverview, exercising all
reasonable diligence, shall have restored the Premises as nearly as possible to such
condition as existed immediately prior to such casualty. For each month during any
such event, the District shall deduct a monthly allocation equal to one-twelfth
(1/12) of Four Hundred Fifty-Seven Thousand Three Hundred Sixty and No/100
Dollars ($457,360.00), being the annual principal and interest payment being paid
by Riverview to the District. Upon restoration of the Premises, the District shall
continue its full monthly allocation in the amount set forth in Paragraph 3 above.
19. LOSS AND DAMAGE. Unless caused by negligence of District, District will not be liable
for any loss, damage or theft of any property of Riverview or others kept or stored in or
about the Premises. Riverview acknowledges that it is Riverview's responsibility to
insure its own property and improvements.
5

20. DEFAULT. If a party shall breach a provision of this Agreement and fail to cure the
default within thirty (30) days of written notice thereof, the non-defaulting party shall
have the right to pursue any and all available remedies at either law or equity.
21. NO WAIVER. The failure of District or Riverview to require strict performance by the
other of any covenant, term or condition of this Agreement is not a waiver for the future
of any breach of the same or any other covenant, term or condition herein. District's
acceptance of rent is not a waiver of any breach of Riverview.
22. REMEDIES CUMULATIVE. To the extent permitted by law, the rights and remedies of
the parties herein are cumulative, and the exercise of any one of them will not be
deemed to be in exclusion of any other. The rights and remedies herein are in addition
to any rights and remedies available to District or Riverview at law or equity.
23. RIGHT TO CURE OTHER'S DEFAULT. If either District or Riverview fails to perform
any covenant, term or condition of this Agreement, the other party may, after giving
reasonable notice, perform such covenant, term or condition and expend whatever
sums may be necessary. All sums expended shall be repaid on demand. This
performance shall not waive any rights or remedies which either party may have
against the other for such default.
24. PAYMENTS WHEN RIVERVIEW FUNDS ON HAND ARE INSUFFICIENT. In the event
credits to Riverview pursuant to the South Carolina Charter Schools Act of 1996 , S.C.
Code of Laws 59-40-10 et seq. are insufficient to meet any financial liability of
Riverview pursuant to this Agreement, Riverview shall pay the financial liability by
certified funds upon demand. District may also offset any balance past due from
Riverview pursuant to this Agreement from any funds then held or thereafter received
by the District that would otherwise be for the benefit of or for transfer to Riverview
pursuant to the Act.
25. TIME OF ESSENCE. Time is of the essence of this Agreement.
26. SURRENDER AND HOLDING OVER. No surrender of the Premises or this Agreement
shall be effective unless accepted in writing by District. At the expiration or sooner
termination of this Agreement, Riverview will remove its effects and peaceably deliver
possession of the Premises to District in as good repair and condition as they were at
the commencement of this Agreement, ordinary wear and tear and fire or other casualty
damage excepted. Any property left on the Premises after Riverview vacates or
abandons the Premises shall be deemed abandoned and District may remove, store
and/or dispose of the same as it sees fit, subject to applicable law. Nothing in this
section shall be construed as consent to any holding over by Riverview.
27. NOTICES. All notices and communications pursuant to this Agreement shall be in
writing and shall be deemed to be properly given upon the first to occur of the following:
(i) upon receipt by the party to whom such communication is being given; or (ii) three
(3) business days after being duly deposited in the United States mail, certified or
registered, return receipt requested and addressed as follows:
To Riverview:
6


Riverview Charter School
81 Savannah Highway
Beaufort, South Carolina 29906
Attention: Alison Thomas

To District:

Attn: Chief Financial Officer
Beaufort County School District
Post Office Drawer 309
Beaufort, South Carolina 29901
With Copy To:
Drew H. Davis
General Counsel
Post Office Drawer 309
Beaufort, South Carolina 29901
28. ESTOPPEL. District and Riverview each certify to the other that (a) the other party is
not in default pursuant to this Agreement as of the date of its actual execution, and (b)
as pertaining to this Agreement only, that all payments and performance obligations of
each party due and payable or to be performed prior to the date of actual execution of
this Agreement have been paid or performed, as the case may be.
29. CONTINGENCY OF AGREEMENT UPON CHARTER SCHOOL AGREEMENT.
Should Riverview fail to meet the contingencies in the Charter School Agreement or
otherwise fail to obtain its charter pursuant to the terms thereof, or should Riverview
otherwise lose its authorization to operate as a charter school pursuant to the South
Carolina Charter Schools Act of 1996, S.C. Code 59-40-10 et seq., then the District
may end the Term of this Agreement upon no less than thirty (30) calendar days
written notice to Riverview, in which case any and all annual payments due and owing
shall be pro-rated to the early conclusion of the term, and any and all routine and major
maintenance costs and capital improvement costs shall be due and payable in full.
30. CHARTER SCHOOL ACT. This Agreement is formed in furtherance of Riverview's
operation of a charter school pursuant to the South Carolina Charter Schools Act of
1996, S.C. Code Ann. 59-40-10 et seq. , and in case of irreconcilable conflict
between this Agreement and the Act, the Act shall control. With regard to this
Agreement, Riverview reconfirms its "assumption of liability by the charter school for
the activities of the charter school and an agreement that the charter school must
indemnify and hold harmless the school district, its servants, agents, and employees,
for any and all liability, damage, expense, causes of action, suits, claims, or judgments
arising from injury to persons or property or otherwise which arises out of the act, failure
to act, or negligence of the charter school, its agents and employees, in connection
with or arising out of the activity of the charter school," as provided in S.C. Code Ann.
59-40-60(F)(14). In addition, Riverview reconfirms that "[a] sponsor, members of the
board of a sponsor, and employees of a sponsor acting in their official capacity are
immune from civil or criminal liability with respect to all activities related to a charter
7

school they sponsor." S.C. Code Ann. 59-40-190(C).Nothing in this Agreement nor
any course of conduct hereunder is intended, nor shall anything in this Agreement be
deemed or interpreted, to extend, shorten, revise, or amend in any respect the Charter
of Riverview pursuant to the Act as such Charter exists as of the execution of this
Agreement or as such Charter may subsequently be amended, whether by agreement
or by operation of law.
31. TERMINATION. The District shall have the right to terminate this Agreement in upon
the following:
a. Lawful revocation of Riverviews charter by the District;

b. Revocation of Riverviews charter by the State of South Carolina or any appropriate
state agency or body;

c. Riverviews commission of illegal or unlawful actions upon the Premises;

d. Riverviews willful and/or malicious damage to the Premises; and/or

e. Any reason for termination set forth in South Carolina Charter Schools Act of 1996,
S.C. Code of Laws 59-40-10 et seq.

32. DISSOLUTION OF RIVERVIEW. Pursuant to the South Carolina Charter Schools Act,
currently S.C. Code Ann. 59-40-120, upon dissolution of Riverview, all Riverview
assets not obtained through restricted agreements with a donor through awards, grants
or gifts shall become the property of the District.
33. CONDITION PRECEDENT. The parties obligations pursuant to this Agreement are
expressly contingent upon their negotiation and execution of a Work Letter within 30
days of the effective date of this Agreement that defines their respective rights and
obligations in regard to the $8.3 million of new improvements to be made to the
Premises, including, without limitation, those pertaining to construction contracts,
architectural and engineering contracts, and third party construction management
contracts. In the event such a Work Letter is not signed by such time, this Agreement
shall be null and void.
34. EARLY VACATION OF PREMISES BY RIVERVIEW. In the event Riverview vacates
the Premises prior to the conclusion of the Term, it shall continue to make to the
District an annual principal and interest payment in the amount of Four Hundred
Fifty-Seven Thousand Three Hundred Sixty and No/100 Dollars ($457,360.00).
Said annual payment shall be made through the conclusion of the Term.
35. ENTIRE AGREEMENT. The parties acknowledge that they have read and understand
the terms of this Agreement. This Agreement contains the entire agreement and
understanding between the parties regarding the Premises and is subject to no
agreements, conditions or representations that are not expressly set forth herein. This
Agreement may only be amended in a writing signed by both District and Riverview.



8

EXHIBIT 1 - PREMISES DESCRIPTION
All that certain piece, parcel or lot of land, situate, lying and being on Port Royal Island,
Beaufort County, State of South Carolina, being a part of what is known as the Shell
Point Park, Inc., and being in that subdivision thereof designated as Shell Point Park,
containing twenty (20) acres. The property herein conveyed is more fully described and
delineated on the plat prepared for Shell Point Park, Inc., May 16,1966, by Southern
Mapping Co. Starting at the Northeastern comer on the South side of the said highway
right of way for a distance of 732.2' to a stone; thence extending in a Southerly direction
along the edge of property of unknown owners for a distance of 437.4' to a stone; thence
extending in a Southwesterly direction along the edge of the Shell Point Subdivision for
a distance of 799.7' to a stone, which stone is located on the Northeastern side of what
is known as Cedar Street; thence extending in a Northwestern direction along the
Northeastern side of said Cedar Street for a distance of 150' to a stone; thence
extending 60.4' to a stone; thence extending in a Westerly direction for a distance of
438.1' to a stone along the Northwestern edge of Cedar Street; thence extending in a
Northern direction for a distance of 1045.1' to a stone, which is the point of beginning.
Bounded on the Northwest by the western parts of lots 22, 34, 99, 124, 136 and 154 of
the Shell Point Park Subdivision (Southwest Section).
This is a part of the property conveyed by John M. Trask, Harold E. Trask and Calhoun
Thomas to Shell Point Extension, Inc. by Deed dated April 24, 1959, Deed Book 96,
page 171, Beaufort County.
9

ACKNOWLEDGEMENTS:
BEAUFORT COUNTY SCHOOL DISTRICT
_________________________________
By:
Its:

Before these two (2) witnesses:
(1) ______________________________ (2) ______________________________

The foregoing instrument was acknowledged before me this ________________________ (date) by
________________________________, the ________________________________ of the
Beaufort
County School District.
SWORN TO BEFORE ME THIS _________ DAY OF _____________________ 2012.
_________________________________________
NOTARY PUBLIC FOR SOUTH CAROLINA
My Commission Expires:__________________


RIVERVIEW CHARTER SCHOOL
_________________________________
By:
Its:

Before these two (2) witnesses:
(1)______________________________ (2) ______________________________

The foregoing instrument was acknowledged before me this ______________________ (date) by
________________________________, the _____________________________________ of the
Riverview Charter School.
SWORN TO BEFORE ME THIS _________ DAY OF _____________________ 2012.
______________________________________
NOTARY PUBLIC FOR SOUTH CAROLINA
My Commission Expires:________________