HomeMy WebLinkAboutAugusta Rowling Club Inc
Augusta Richmond GA
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STATE OF GEORGIA
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COUNTY OF RICHMOND
THIS LEASE AGREEMENT, made this~ 'I day of ~~av- , 1995, by and
between CITY COUNCIL OF AUGUSTA (the "City") and AUGUSTA PORT AUTHORITY
(the "Authority"), hereinafter collectively called "Lessor", and AUGUSTA ROWING CLUB,
INCORPORATED, a Georgia non-profit corporation hereinafter called "Lessee":
WITNESSETH:
WHEREAS, the City is the owner of the property described herein;
WHEREAS, the City and the Authority presently lease the property described herein to
RIVER RESTAURANT, LIMITED PARTNERSHIP, a Georgia limited partnership, pursuant
to a Lease Agreement executed the _ day of January, 1989, by and between CITY COUNCIL
OF AUGUSTA and AUGUSTA PORT AUTHORITY, INC., collectively as Lessor, and RIVER
RESTAURANT, LIMITED PARTNERSHIP, as Lessee;
WHEREAS, RIVER RESTAURANT, LIMITED PARTNERSHIP, desires to sell and
assign to AUGUSTA ROWING CLUB, INCORPORATED, and AUGUSTA ROWING CLUB,
INCORPORATED desires to purchase and receive from RIVER RESTAURANT, LIMITED
PARTNERSHIP, all of the right, title and interest of RIVER RESTAURANT, LIMITED
PARTNERSHIP in and to the leasehold interest and the leasehold improvements on the leasehold
interest;
WHEREAS, the CITY COUNCIL OF AUGUSTA and THE AUGUSTA PORT
AUTHORITY desire to terminate the existing lease with RIVER RESTAURANT, LIMITED
PARTNERSHIP and to enter into a new lease with AUGUSTA ROWING CLUB,
IN CORPORA TED upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, for and in consideration of the premises and the mutual covenants
hereinafter set forth, the parties do hereby agree as follows:
1. Lease. The Lessor'does hereby rent and lease unto the Lessee, and the Lessee
does hereby rent and lease from the Lessor, on the terms and conditions hereinafter stated, the
following described premises, to-wit:
All that tract or parcel of land, together with the improvements
thereon, situate, lying and being in the State of Georgia,County
of Richmond, City of Augusta, containing 1.182 acres as shown
and designated upon a certain plat dated January 3, 1986, prepared
for City Council of Augusta by Department of Public Works, a
copy of which is attached hereto, marked "Exhibit A" and
incorporated by reference herein for a more particular description
of said property.
2. Use and Development of PropeI1;y.
a. Boathouse. The property shall be used and developed as a boathouse for
the purpose of housing the Augusta Rowing Club and its related programs, including but not
limited to the United States Sculling Center, the Augusta Rowing Club Junior Program, the
Augusta Rowing Club Masters Program, and the Augusta College Rowing Program.
b. Programs. The Lessee shall foster and promote national and international
amateur competition in the sport of rowing, as well as recreational rowing, through the Augusta
Rowing Club Junior Program, the Augusta Rowing Club Masters Program, the Augusta College
Rowing Program, and the United States Sculling Center.
c.
Building.
The Lessee shall renovate, at the sole expense of the Lessee,
the building on the leased premises to house, the Augusta Rowing Club and its related programs.
Prior to commencing renovation of the building, the Lessee shall submit to the City and the
Authority for approval the plans, drawings, and specifications for the building, w~ch approval
shall not be unreasonably withheld. The plans, drawings, and specifications shall also be
approved by the Riverfront Development Review Board, which approval shall not be
unreasonably withheld. The Lessee shall commence renovation within a reasonable period of
time upon obtaining said approval. After commencement of construction, the Lessee shall work
with reasonable diligence to complete all construction. All work shall be performed in a good
and workmanlike manner, shall substantially comply with the design plans submitted to the City
and Authority, and shall comply with all applicable governmental permits, laws, ordinances, and
regulations.
d. ' Special Events. The Lessee shall continue to host and/or sponsor an
Invitational Rowing Regatta sanctioned by the United States Rowing Association or a similar
sanctioning' body to be held annually on the Savannah River. The Lessee shall cooperate with
the other special events sponsored in part by the Authority or the City. From Thursday through
Sunday of each of the weeks during which "River Race Augusta" is held in June and the
"Augusta Southern Nationals" in July of each year, the Lessee shall cease all rowing operations
and any other operations which would interfere with those events. Furthermore, on the
appropriate Sundays in May of each year when the "WGUS Day in the CoiIntry Concert" and
the "Red Cross Beach Music Festival" is held, the Lessee shall cease all rowing operations and
any other operations which would interfere with those event'i.
3. Term. The term of this Lease shall be for a period of forty (40) years,
commencing on the date hereof and ending at midnight on the date of the expiration of forty (40)
years thereafter, unless sooner terminated as hereinafter provided.
4. Rental. The Lessee agrees to pay to the Lessor an annual rent of One and no/lOO
Dollars ($1.00), payable in advance during the term of the lease and any renewal periods. As
additional consideration, during the term of the lease and any renewal periods, the Lessee shall
do the following:
(a) The Lessee shall continue to host and/or sponsor an invitational rowing regatta
sanctioned by the United States Rowing Association, or a similar sanctioning body to be held
annually on the Savannah River in the City of Augusta, unless and until otherwise agreed to in
writing by all parties hereto.
(b) The Lessee shall continue to sponsor and operate a spring training program
annually on the Savannah River, in the City of Augusta, for the purpose of bringing collegiate
teams to train in Augusta, unless and until otherwise agreed to in writing by all parties hereto.
(c) The Lessee shall continue to sponsor and operate a junior rowing program on
the Savannah River, in the City of Augusta, for the purpose of training and promoting the sport
of rowing among high schools in the metro Augusta area, unless and until otherwise agreed to
in writing by all parties hereto.
(d) The Lessee shall continue to support and promote rowing programs for
Augusta College, unless and until otherwise agreed to in writing by the Lessee and Augusta
College.
(e) The Lessee shall continue to sponsor and operate a rowing program for rowers
in the masters category, and shall continue to sponsor and operate clinics and classes to acquaint
and teach members of the general public with the sport of rowing, subject to the rules and
regulations of the Augusta Rowing Club, unless and until otherwise agreed to in writing by all
parties hereto .
(t) The Lessee shall maintain the immediate grounds upon which the leasehold
improvementli are located and shall further maintain the docks used in connection with the
rowing programs of the Lessee. The Lessee agrees to notify the Augusta Port Authority for any
repairs or maintenance which may be required upon said docks. If, in the opinion of the
Augusta Port Authority, repairs are needed to such docks, the Augusta Port Authority agrees to
provide, at its expense, the supplies necessary for such repairs and the Lessee, at its expense,
agrees to provide the labor to make any such repairs.
(g) The Lessee agrees to oversee the grounds upon which the lease hold
improvements are located and the general area near the lease premises, and to notify the Augusta
Port Authority of any items to the Lessee's knowledge, which may require repair, maintenance,
or caretaking.
5. Cost and Attorney's Fees. In the event that it is necessary for the Lessor to utilize
the services of an attorney at law for the purpose of collecting any of the rental due under this
Lease and/or enforcing any of the covenants of the Lessee hereunder, the Lessee agrees in
addition to all other amounts to pay a reasonable attorney's fee of fifteen (15%) percent on any
part of the rental due hereunder which is collected by or through an attorney at law and fifteen
(15%) percent of the amount of any other liability of the Lessee under any of his covenants
hereunder, which are enforced or collected by or through an attorney at law.
6. Assignment by Lessee. The Lessee agrees to lease the premises herein described
for the purposes herein stated, and for no other and shall have the right to sublet the whole or
any part thereof with the written consent of the Lessor which shall not be unreasonably withheld.
Should any part or all of said premises be sublet, the acceptance of rent or any part thereof by
the Lessor from any subtenant shall not be construed as a waiver by the Lessor of any of the
Lessor's ~ghts or remedies hereunder against the Lessee. Notwithstanding this provision,
however, the Club shall have the right, without the advance written consent of the Authority and
the City, to sub-let all or any part of the property from time to time, on a temporary basis not
to exceed seventy-two (72) hours, for special events or functions to be held on said property,
including but not limited to the Augusta Invitational Regatta, River Race Augusta, and the
Augusta Southern Nationals, with all rental payments derived therefrom to be the property of The
Club, PROVIDED HOWEVER, that The Club shall not sub-let the property on a temporary
basis unless the person or entity desiring to sub-let the premises on a temporary basis shall
procure general liability insurance on the premise so leased in limits of not less than $1,000,000
per person, which policy shall protect The Club, the City, and the Authority as named insureds,
and which policy shall otherwise comply with the requirements set forth in Section 13 of this
Lease Agreement.
7. Default. In the event that the Lessee should fail to observe any of Lessee's
covenants and obligations as herein expressed; or should the Lessee be adjudged a bankrupt; or
should a Receiver or Trustee be appointed for the Lessee's property; or should a final judgment,
execution or attachment be issued against the Lessee and not be promptly paid; or should the
property of the Lessee in the leased premises be levieq upon for any cause; or should the Lessee
violate any of the provisions of this Agreement or abandon the premises; or should the Lessee
cease to use the property for its intended purpose as a boathouse for housing the Augusta Rowing
Club and its related programs on the leased premises for a period in excess of thirty (30) days,
then upon the happening of any of these events, the Lessor or the Lessor's agent shall give the
Lessee ten (10) days notice to comply ,with the provisions of this Lease; and should the Lessee
fail to do so, the Lessor or the Lessor's agent shall have the option of declaring all rent due
hereunder immediately payable and shall have the option of availing itself of any of the following
remedies:
(a) Declare this Lease terminated at once and take possession of the leased
premises by the use of a pass-'key, or in any other manner, and such repossession shall not be
a trespass. In such case, the Lessee shall be liable to the Lessor for any unpaid annual rental as
liquidated damages for the breach of this Lease by the Lessee.
(b) Sublet the premises at the best price obtainable under private negotiations
(provided that notice of Lessor's intention to sublet the premises is fIrst advertised once a week
for two (2) weeks in the Augl.lsta Chronicle or such other official organ authorized for the
advertisement of sheriff's sales); and if the price obtained in less than the rental reserved
hereunder then the difference between the rental obtained by such subletting and the rental
reserved hereunder shall be paid by the Lessee. Such subletting qnthe part of the Lessor shall
not in any sense be construed to be a breach of this contract, but the Lessor shall be merely
acting as the agent of the Lessee to minimize the damage, and the Lessor 'shall not be required
to sublet the premises for any other use than that specifIed herein. The Lessor shall have the
right to enter upon the leased premises through the use of a pass-key or in any other manner, and
the same shall not constitute a trespass.
(c) The rights and options given to the Lessor and Lessor's agent under
subparagraph (a) and (b) above shall not be construed to be in lieu of nor restrictive of any other
rights which the Lessor or its agent may, have under the law for the enforcement of this contract,
but the options and rights conferred upon the Lessor and its agent by said subparagraphs shall
be held and construed to be cumulative of any and all rights and privileges which Lessor and its
agent may have under the general laws of the State wherein the premises are located.
The failure of the Lessor or its agent to avail itself of any remedy which it may have
hereunder shall at no time be construed to be a waiver of the Lessor's rights, but the Lessor
improvements, alterations or repairs in or about such Premises, as are set forth in this Lease
Agreement or are subsequently jointly agreed to in writing by the Lessee, the City, and the
Authority .
11. Condition at Termination. The Lessee further agrees to surrender said premises
at the expiration of this Lease in as good order and repair as the same are on the completion of
improvements required to be made by the terms hereof, natural wear and tear excepted.
12. Governmental Regulations. The Lessee agrees to comply with all ordinances and
regulations of the CITY COUNCIL OF AUGUSTA and all laws and regulations of the State of
Georgia and with all of the rules, regulations and orders of departments of the City, State,
Federal and County governments and of the Board of Health.
13. Insurance Liability. The Lessee agrees to procure and maintain during the entire
term of this Lease and any and all renewals thereof, at Lessee's expense, Owners, Landlord and
Tenant, general liability insurance, on the within leased premises in limits of not less than
$1,000,000 per person for the ftrst twenty (20) years of the lease term and with limits of not less
than $2,000,000 per person for the remainder of the lease term; such insurance policy shall
protect the Lessor and the Lessee as named Insureds and shall contain a provision that it shall
not be canceled or terminated without at least ten (10) days advance written notice to Lessor.
Lessee shall furnish Landlord with a copy of any and all policies of insurance providing such
insurance coverage together with reasonable evidence from time to time during the term of the
lease that such coverage remains in full force and effect.
14. Utilities. It is understood and agreed that the Lessor shall not be under any
obligation to supply the leased premises with water, heat, lights and/or power and the Lessor
assumes no obligation in connection with the aforementioned items. The Lessee agrees to pay
all light, water, heat, gas and power bills arising out of the use of the leased, premises by the
Lessee, and in the event that the Lessee does not pay the same and the amount so paid shall bear
interest from date of payment at the rate of ten (10%) percent per annum, and shall become a
part of the rent due hereunder and may be collected in the same manner as any other rent hereby
reserved.
15. Repairs, Alterations and Additions. All improvements heretofore constructed upon
the leased premises by or at the direction of GARY PALMER, INC., tJa PALMER'S
SEAFOOD HOUSE and/or RIVER RESTAURANT, LIMITED PARTNERSHIP, together with
all repairs, alterations, additions, and improvements hereafter made to or constructed upon the
leased premises by the Lessee, shall be and remain a part of said premises and shall be
surrendered to the Lessotby the Lessee at the expiration of the term of this Lease. In the event
that any repairs, additions, alterations or improvements are made by the Lessee through a
contractor or subcontractor, the Lessee agrees that he will closely supervise such work and see
that all laborers and materialmen are promptly paid so that no lien or claim will accrue or be
filed against the leased premises; and in the event that the Lessee hires laborers and/or purchases
material for the improvement of the leased premises, it will promptly pay all charges for such
labor and/or material when the same become due so that no liens or claims will accrue or be
filed or asserted against the leased premises. Lessor shall have the right to call upon the Lessee
fora sworn statement or other information concerning the payment of any contractor, laborer
and/or materialman who may have furnished -labor or materials for the improvement of the leased
premises and Lessee covenant II and agrees that it will immediately give full information in regard
to all such matters to the Lessor upon demand. Lessee, however, shall have the right to remove
Lessee's personal property in the nature of trade and/or business fixtures from the premises at
the expiration of this Lease, but Lessee shall at his own expense repair any damages to the leased
premises which may result from the removal therefrom of any such personal property of Lessee.
Nothing in the paragraph or in this Lease shall be construed to authorize the Lessee to remove
from the leased premises any electrical wiring, electric fixtures, switches, duct-work, pipes,
plumbing fixtures, or any similar. objects which may have been installed by the Lessee unless
Lessee shall have obtained the written consent of Lessor for such removal at the time of the
installation of any such object or objects.
16. Posting. The Lessor shall be privileged, during the last seventy-five (75) days of
the term of this Lease, to post,said premises for rent or sale and to attach a sign or signs for that
purpose upon any portion of the building, and during said time to exhibit said premises during
week days.
17. Exclusive Possession and Maintenance. The leased premises shall be in the
exclusive possession of the Lessee, unless otherwise agreed to in writing by Lessor , and Lessor
shall not be under any obligation during the term of this Lease to ~akeany inspection or
inspections of the lease premises, but nevertheless, Lessor shall be permitted to enter said
premises at all reasonable hours to inspect the condition of the premises. Lessee shall make such
repairs, additions or alterations as may be deemed necessary for the safety and preservation of
the restaurant building and any other improvements on the leased premises. Lessee shall also
be responsible for maintenance of ,the leased premises in a clean and orderly condition at all
times.
18. Fire Damage. Should the premises hereby leased be partially damaged by fire or
other casualty, or by reason thereof, at any time during the term hereof, the Lessee or its
representative, shall give immediate notice thereof to the Lessor and Lessee shall cause the same
to be promptly repaired. A reduction of rent, proportionate to interference to business shall be
allowed the Lessee during the time necessary to restore said premises or make the necessary
repairs, as the case may be.
19. In case the buildings and improvements on the premises hereby leased shall be
damaged by fIre or otherwise, to an extent that the cost of restoration would be in excess of fIfty
(50%) percent of their value prior to the damage, and the Lessee shall decide not to restore the
same to substantially the same condition as at the time of the fIre or other casualty, then, in such
event the term of this Lease shall cease and rent shall be paid up to the time of such damage or
of such termination and no longer. The proceeds of any insurance policy providing fIre or other
hazard coverage, payable because of damage to the improvements but not the contents thereof,
if not used to restore the improvements as aforesaid, shall be paid to Lessor.
20. Realtor's Commission. Lessee warrants that there are no realtor's or brokerage
commissions due to any realtor, real estate broker, or other agent and Lessee shall indemnify and
hold Lessor forever harmless from any and all claims of any realtor or agent for which Lessee
has any liability for any and all commissions due or any such realtor in connection with the
execution and delivery of this Lease or the prior lease entered into between Lessor and RIVER
RESTAURANT, LIMITED PARTNERSHIP, as Lessee, dated January
regard to the leased premises.
21. Differences between Lessor and Lessee. Should any dispute arise over the terms
of this Lease, or should there bea difference between the Lessor and the Lessee touching a
, 1989, with
reduction of rent or a termination of this contract on account of fire or other casualties, the same
shall be determined by arbitration, the Lessor 'and the Lessee each choosing an arbitrator, and '
these two an umpire in case of necessity. The award of any two shall be binding upon the
Lessor and the Lessee according to the arbitration rules of the American Arbitrators Association
of New York, New York.
22. Parties. It is mutually agreed by the parties hereto that whenever the context
requires, the terms "Lessor" and "Lessee" shall be construed to include the masculine, feminine,
or neuter, the singular or plural, and the heirs, executors, administrators, successors, legal
representatives or assigns, of each and/or all of the parties hereto, all of whom shall be fully and
completely bound by the covenants herein contained, and all rights, remedies and powers herein
conferred upon the Lessor shall inure to the benefit of any may be exercised by the Lessor's
successors, legal representatives or assigns.
23. Relationship Landlord and Tenant. This Agreement and any renewals hereof shall
create the relationship of landlord and tenant where the Lessor shall be the Landlord and the
Lessee shall be the tenant. No estate shall pass out of the Lessor, and the Lessee has only the
use of the premises, which use is not subject to levy and sale and not assignable by the Lessee,
except with the Lessor's consent. No Receiver, Trustee, or other judicial officer shall have any
right, title, or interest in and to the above described property, except with the consent of the
Lessor.
24. Release from Damages. The 'Lessee hereby releases the Lessor from any and all
damage to person and property suffered upon the leased premises, and the -Lessee will indemnify
and hold the Lessor forever free and harmless from all damages hereafter sustained by Lessee
or Lessee's agents, servants, employees, invitees and licensees, arising on or about the leased
premises or as a result of the Lessee's use thereof. In the event that the Lessor is obligated to
make any repairs to any def~ctive or dangerous condition in the premises under the provisions
of this Lease, the Lessee agrees that he will use reasonable diligence to repair such defective or
dangerous conditions after giving such notice, which shall be in writing. Whether the Lessee
notifies the Lessor of any such defective or dangerous condition or not, the Lessee assumes all
damages which may result from such condition.
25. Tenant Holding Over. In the event that the Lessee should continue to occupy the
premises over and beyond the term of this Lease, acceptance of rent by the Lessor shall not
operate to renew this Lease in any way, but the Lessee shall be held to be occupying the
premises as a tenant at sufferance and shall vacate the premises immediately upon being notified
to do so.
26. Entire Contract. This Lease contains all of the agreement~ between the parties,
.
and no oral representations are binding upon any party hereto unless the same have been
incorporated herein in writing.
27. Delivery of Possession. The Lessor shall not be liable for damages to the Lessee
for failure to deliver possession of the premises at the commencement of the term of this Lease
if such failure is due to no fault of the Lessor.
28. Customs of Dealing. The Lessor's failure to take advantage of any default on the
part of the Lessee shall not be construed as a waiver thereof, nor shall any custom or practice
which may grow up between the parties in the course of administering this instrument, be
construed to waive or lessen the right of the Lessor to insist upon the provisions hereof.
29. Repairs of the Lessor. The Lessor shall be under no obligation to make periodic
inspections of the leased premises for the purpose of ascertaining their condition or the purpose
of ascertaining whether nor not repairs are needed or for any other purpose. Lessee shall be
obligated to make all repairs including repairs to the roof, downspouts and structural members
of the leased premises.
30. Special Stipulations. Notwithstanding the foregoing, the following special
provisions shall control:
(a) Lessor will maintain stich signs as are presently located in the vicinity of
the leased premises in order to enable persons unfamiliar with the area in which the leased
premises are located to drive without delay to Lessee's restaurant so long as such signage does
not violate any ordinances of the CITY COUNCIL OF AUGUSTA.
(b) THE CITY COUNCIL OF AUGUSTA will continue to make available to
the leased premises such services for electricity , gas, water, sewage and fire protection, as have
heretofore been made available to the leased premises.
(c) After the initial term of this Lease, as aforesaid, Lessee, at its option, may
renew the lease upon the same terms and conditions for an additional five (5) terms, of five (5)
years each; provided that the Lessee gives to the Lessor advance written notice of its intention
to exercise each such option to renew on each occasion thereof at least six (6) months prior to
the expiration of the lease term.
(d) The Lessee shall have the right to terminate this Lease any time upon
giving Lessor, during the initial or any extended term, ninety (90) days written notice. In the
event of such termination, Lessee shall only b~ responsible for making such rental payments and
complying with such other obligations as may become due or accrue prior to such termination.
(e) The Lessee shall have the right to sublease the premises subject to approval
of the Lessor which shall not be unreasonably withheld. A sublease shall not release Lessee from
any liability to Lessor under this original Lease.
(t) The Lessor shall provide the barricades and adequate security personnel to
insure the exclusive use of the leased premises during the regattas and other water related events
permitted by Lessor on its waterfront along the Savannah River.
(g) The Lessor shall maintain such permanent street lighting in the area of the
leased premises as is now installed thereon.
(h) The Lessor shall maintain such landscaping and picnic tables for general
public use along the riverfront of the Savannah River adjacent to the leased premises as are
currently in place.
(i) Lessor shall cause the vegetation on the levee in the vicinity of the leased
premises to be mowed and controlled on a regular basis so as to enhance the appearance of the
general area near the leased premises.
(j) Lessee shall at all times during the initial term of this Lease and any
renewals thereof continuously occupy the premises and operate the restaurant and cocktail lounge
referred to herein.
(k) The City shall require the sponsor of any special events conducted on the
river to police the parking area and underside of the restaurant during said special events.
(I) Prior to the commencement of any construction by Lessee on the leased
premises, the plans for such construction and any signs to be on the leased premises shall be
approved by the Riverfront Development Review Board, and the Augusta Richmond County
Planning Commission, and the Savannah District Engineer with the Corps of Engineers. The
Lessor shall assist the Lessee in obtaining these approvals.
(m) Lessor has constructed and striped certain paved parking spaces, a portion
of which are located on the leased premises and a portion of which are located on property
adjoining the leased premises. The parking spaces located on the leased premises will be used
for the exclusive use of the Lessee. Said parking spaces located on the adjoining property shall
be equally available to both Lessee and members of the general public; however, Lessor shall
cause signs to be posted thereon prohibiting parking of boat trailers and recreational vehicles in
such spaces.
(n) All notices from Lessor to Lessee hereunder shall be deemed sufficient
when mailed by registered or certified mail postage prepaid sent to President, Augusta Rowing
Club, Post Office Box 3362; Augusta, Georgia 30903, or to such other alternate address as
Lessee shall from time to time request in writing.
(0) All notices from Lessee to Lessor hereunder shall be deemed sufficient
when mailed by registered or certified mail postage prepaid to Clerk of Council, City Council
of Augusta, Augusta-Richmond County Municipal Building, 530 Greene Street, Augusta,
Georgia 30911, with a copy to Augusta Port Authority, Room 507, Trust Company Bank
Building, Augusta, Georgia 30901, or at such other alternate address as Lessor shall from time
to time request in writing.
(P) As a condition precedent to any termination of this Lease by Lessor due to
any breach of any provision hereof by Lessee, Lessor shall serve written notice of such breach
upon both Lessee and RIVER RESTAURANT, LIMITED PARTNERSHIP, attention: Richard
S. Fox, 1313 Waters Edge Drive, Augusta, Georgia 30901, and Lessee shall have a period of
thirty (30) days after receipt of said notice to cure any such default involving payment of money
and a period of sixty (60) days to cure any such default involving anything other than the
payment of money.
(q) At all times during the term of this Lease, Lessee shall maintain in full
force and effect insurance coverage against fire and such other risks as are included in standard
extended insurance for the full insurable value of the improvements constructed upon the lease
premises by Lessee and any furnishings and fixtures attached thereto. Any such insurance policy
or policies required to be maintained hereunder shall name Lessor as an additional named
insured, and Lessee shall furnish Lessor with a copy of such insurance policies and with
reasonable evidence from time to time during the term of the lease that the same are in full force
and effect.
(r) In addition to all rental payments required to be paid hereunder, Lessee
shall construct leasehold improvements upon the leased premises at a cost of not less than
$75,000.00 within six (6) months of the date of this lease. Copies of said receipts for all such
expenditures shall be furnished to Lessor within ten (10) days after such expenses are incurred.
(s) Lessor has made no representation or warranty as to the financial condition
of RIVER RESTAURANT, LIMITED PARTNERSHIP, the former Lessee of the leased
premises who constructed and equipped the restaurant building thereon, or as to whether any
claims, demands or causes of action present ~xist or may hereafter be filed asserting any claim
against the leased premises and/or any improvements thereon and/or any furnishings, fixtures or
equipment located therein. The lease payments required hereunder are based solely upon the
value of the underlying land upon which such improvements have been constructed. Lessor shall
have no obligation for payment of any indebtedness or judgment which may constitute a lien or
encumbrance or any improvements, furniture, fixtures, or equipment.located on the .leased
premises or to defend any suit or action brought to collect any indebtedness secured thereby or
any judgment constituting a lien thereon.
(t) This lease shall not become effective unti.l such time as the existing lease
between City Council of Augusta and Augusta Port Authority, as Lessor, and River Restaurant,
Limited Partnership, as Lessee, is rescinded or terminated in writing by mutual agreement of the
parties thereto, and Lessor is released from any and all liability to River Restaurant, Limited,
Partnership in any way related to or arising out of any provision of said lease. Unless such
recision or termination and' release is furnished to Lessor in writing in substantially such form
as is attached hereto as "Exhibit B" within thirty (30) days of the date of this lease, this lease
shall be void and no effect.
IN WITNESS WHEREOF, the parties hereto have caused their proper officers to execute
these presents and affix their respective corporate seals hereto in duplicate, the day and year first
above written.
LESSOR:
BY:
ATTEST:
hJ#'),ITY YJa.~ u. YnB1~
fJe/-'v CLERK F COUNCIL
SIGNED, SEALED ~ELIVERED
on the c2L day of ~..Ic.fA.
1995, in Richmond County, Georgia,
in the presence of:
,
NOT ARY p~~l,rR1 .':, :;")~D COUNTY, GEORGIA
MY COM~SS.!C)N.ltXPIRE~: \. '
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BY:
ATTEST:
AS ITS SECRETARY
SIGNED, ~ALED~ DELIVERED
on the OJ ~ day of U(!Qnt~
1995, in Richmond Coun!)', q~orgia, ,
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~ (~'Nbr.ARY ~VBLIC, RICHMOND COUNTY, GEORGIA
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~ :. MY COM'MISSION EXPIRES: Notary Public, Columbia Cty., Georgia
-- ---. -:- .' 7, \.- f,:" f My Commission expires Nov. l7. /997
"'~'<:.., ""-. :.~?-~~~>~ 'LESSEE: '
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CLUB INCORPORATED
ATTEST:
AS ITS SECRETARY
[CORPORATE SEAL]
SIGNED, SEALED &~VERED
on the ~?Y-I) day of . I I ,
1995, in Richmond County, Georgia,
in the presence of:
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M1 CommIs1IG/l ~ Fib. 2S. 19Sa
ST A TE OF GEORGIA
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)
REAL ESTATE PURCHASE AGREEMENT
COUNTY OF RICHMOND
THIS AGREEMENT, made and entered into this _ day of , 1995, between
RIVER RESTAURANT, LIMITED PARTNERSHIP, a Georgia Limited Partnership, hereinafter
referred to as "Seller", and AUGUSTA ROWING CLUB, INCORPORATED, a Georgia
Nonprotit Corporation, hereinafter referred to as "Buyer":
WITNESSETH:
WHEREAS, Seller is the owner of a leasehold interest in the property described on
Exhibit" A", which is attached hereto and by reference made a part hereof, by virtue of a Lease
Agreement executed the day of January, 1989, by and between CITY COUNCIL OF
AUGUSTA and AUGUSTA PORT AUTHORITY, collectively as Lessor, and Seller, as Lessee;
WHEREAS, Seller is the owner of certain leasehold improvements, including but not
limited to a huilding, on said property;
WHEREAS, Seller desires to sell and. assign to Buyer, and Buyer desires to purchase and
receive from the Seller, all of Seller's right, title and interest in and to the leasehold interest and
the improvements on the leasehold interest; and
WHEREAS, Seller desires to suhlet hack from Buyer, and Buyer desires to sublet hack
to Seller, a certain portion of the leasehold interest described on Exhihit "B", which is attached
hereto and by reference made a part hereof.
, NOW, THEREFORE, for and in consideration of the mutual promises and conditions
contained in this Agreement, and other valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto do herehy agree as follows:
.
1. Purchase and Sale. Seller has agreed to sell and Buyer to buy, ,on the terms and
conditions hereinafter set forth, the following descrihed property, to wit:
a. All of Seller's right, title and interest in and to all that tract or parcel of land
situate, lying and heing in the State of Georgia, County of Richmond, City of Augusta,
containing 1.182 acres as shown and designated upon a certain plat descrihed January 3, 1985,
prepared for City Council of Augusta by Department of Puhlic Works, a copy of which is
attached hereto, marked Exhihit "A" and incorporated hy reference herein for a more particular
description of said property.
h. All leasehold improvements (building) situate, lying and heing on said
property.
2. ' Purchase Price. The purchase price of said property is $250,000, payable hy
Buyer to Seller as follows:
a. $75,000.00 in cash or equivalent funds at Closing.
h. $175,000.00 hy delivery at Closing of a promissory note from Buyer to
Seller in the principal sum of $175,000.00. The note will hear interest at the rate of eight
percent (8 %) per annum and will provide for annual payments of interest only for a period of
sixty (60) months. The entire unpaid principal halance and any accrued interest thereon will he
due and payahle sixty (60) months from the date of the Closing. Buyer shall have theright to
prepay all or any part of the note without penalty.
c. The promissory note descrihed herein will he secured hy a Deed to Secure
Deht conveying the property heing purchased hereunder, provided however, that the Deed to
Secure Deht will he suhordinate to the indehtedness owed hy Seller to CSRA Local Development
Corporation in the original principal amount of $227,000.00 as evidenced hy a Section 504 Note
dated Decemher 8, 1987 ,a copy of which is attached hereto as Exhihit "C" and hy reference
made a part hereof.
d. Buyer shall not assume any dehts, liahilities, or ohligations of Seller,
including hut not limited to the Section 504 Note. Seller shall remain solely liahle t()r the
Section 504 Note. C. A. Cunningham, Richard S. Fox, and Wayne R. Brown shall deliver to
Buyer a personal guaranty (the "Guaranty") guaranteeing the Seller's performance of the Section
504 Note to the CSRA Local Development Corporation and shall further deliver to Buyer an
Indemnity Agreement wherehy they shall defend, indemnify and hold harmless the Buyer, its
officers, directors, memhers, agents, servant\) and employees, and their respective legal
'representatives, heirs, successors and assigns, from and against any and all claims, threats,
liahilities, taxes, interest, fines, penalties, suits, actions, proceedings, demands, damages, losses,
costs and expenses (including reasonahle attorneys' fees) of every kind and nature arising out of,
resulting from, or in connection with any nonfultillment, failure to comply, or hreach in
connection with the Section 504 note.
3. Earnest Money. Seller herehy acknowledges receipt of $5,000.00 as earnest
money, which is to he applied as part of the payment of purchase price of said property at the
time of closing. Buyer and Seller further understand and agree that the Seller shall deposit the
earnest money in an interest bearing account in a bank insured by the Federal Deposit Insurance
Corporation or a savings and loan association insured by the Federal Savings and Loan Insurance
Corporation immediately upon acceptance of this offer hy all parties. In the event the sale is not
consummated because of Seller's inability, failure or refusal to perform any of Seller's covenant\)
in this Agreement, then Seller shall return the earnest money and all interest thereon to Buyer.
If, however, Buyer fails or refuses to perform any of Buyer's covenants herein, said earnest
money shall be paid to Seller as liquidated damages of Seller, if Seller claims said earnest money
as liquidated damages, and the interest thereon paid to Buyer.
4. Closing. The Closing (the "Closing") of the purchase and sale of the property
provided for in this Agreement shall take place at the offices of W. Lawrence Fletcher, 429
Walker Street, Augusta, Georgia 30901 on or hefore July 31, 1995 at 5:00 p.m., or such other
date as may he mutually agreeable to ~e parties. The parties shall execute and deliver all of the
documents and perform all other acts' which are required hy them under this Agreement at the
Closing.
5. Additional Agreements at Closing. At the Closing, the following additional
agreements shall be executed and delivered:
a. Lease. Buyer, as Lessee, and the City Council of Augusta and the Augusta
Port Authority, as Lessor, shall enter into a new lease of the property in substantially the same
form attached hereto as Exhibit "D" and by reference made a part hereof (the "Lease").
b. Sublease. Seller, as Sublessee, and Buyer, as Sublessor, shall execute a
sublease in substantially the same form attached hereto as Exhibit "E" and by reference made a
part hereof (the "Sublease").
6. Conditions Precedent. The obligations of Seller and Buyer to consummate the
transactions contemplated by this Agreement are expressly subject to and conditioned upon
fulfillment prior to or at the Closing of each of the following conditions, any of which ma}.' be
waived by the Buyer: '
a. The representations and warranties of Seller contained herein or otherwise
delivered pursuant hereto shall be true in all. material respects as of the date when made and as
of the date of the Closing.
b. Seller shall have performed and complied in all material respects with all
agreements and conditions required by this Agreement to be performed or complied with by it
prior to or at the date of the Closing.
,c. No federal, state or local government, governmental unit, agency, body
or authority with competent jurisdiction over the subject matter shall have given official written
notice of its intention to institute proceedings to prohibit the transactions contemplated by this
Agreement.
d. This Agreement, and the transactions contemplated hereunder, shall have
received the approval of the City Council of Augusta, the Augusta Port Authority, and the CSRA
Development Corporation. -
e. The City Council of Augusta and the Augusta Port Authority shall have
approved the assignment of the leasehold interest in the property from Seller to Buyer, shall have
approved the rescission or termination of the existing lease between the City Council of Augusta
and the Augusta Port Authority, as Lessor, and River Restaurant Limited Partnership, as, Lessee;
and shall further have approved a newrlease of the property between the City Council of Augusta
and the Augusta Port Authority, as Lessor, and the Buyer, as Lessee in substantially the same,
form attached hereto as Exhibit "D" and by reference made a pint hereof (the "Lease").
f. The City of Augusta and the Augusta Port Authority shall have approved
the sublease of a certain portion of: the property between Buyer, as Lessor, and Seller, as
Sublessee, in substantially the same form attached hereto as Exhibit "E" and by reference made
a part hereof(the "Suhlease").
g. The City of Augusta, the Augusta Port Authority ,and the Riverfront
Development Review Board shall have approved the plans of renovation of the leasehold
improvements for use as a hoathouse for the Buyer.
7. Representations and Warranties of Seller. Seller herehy represents and warrants
to Buyer as follows:
a. Seller has good and marketahle leasehold interest in said property, and that
at the time of Closing Seller agrees to convey good and marketahle title to said property to Buyer
by Bill of Sale (with respect to leasehold improvements) and Assignment of Lease (with respect
to leasehold interest) suhject only to (1) indehtedness owed hy Seller to CSRA Local
Development Corporation in the original principal amount of $227,000, as evidenced by Section
504 Note dated Decemher 8, 1987, (2) zoning ordinances affecting said property, (3) general
utility easement Ii of record serving said property, and (4) leases, other easements, other
restrictions and/or encumhrances specified in this contract.
h. Seller is a limited partnership duly organized, validly existing, and in good
standing under the laws of the State of Georgia, and has the power to carry on its husiness as
presently conducted.
c. The execution, delivery and performance of this Agreement has been duly
and validly authorized and approved by all necessary action on part of Seller. Seller has the
power and authority to execute, deliver and perform this Agreement and such other instruments
necessary to consummate the transactions herehy contemplated. This Agreement constitutes the
valid and hinding ohligation of Seller, enforceable in accordance with its terms, except as may
he limited by bankruptcy, insolvency or other laws of general application relating to creditors'
rights or general principals of equity. Neither the execution, delivery and performance or
compliance hy Seller with the terms and provisions hereof will contlict with or result in a breach
of (i) the Certificate or Agreement of Limited Partnership of Seller, (ii) any judgment, order,
injunction, decree, regulation or ruling of any court or other governmental authority to which
Seller is suhject, or (iii) any agreement or contract to which Seller is a party or to which it is
suhject.
8. Representations and Warranties of Buyer.
a. Buyer isa nonprofit corporation duly organized, validly existing, and in
good standing under the laws of the State of Georgia, and has the power to carry on its business
as presently conducted.
h. The execution, delivery and performance of this Agreement has heen duly
and validly authorized and approved hy all. necessary action on part of Buyer. Buyer has the
power and authority to execute, deliver and perform this Agreement and such other instruments
necessary to consummate the transactions herehy contemplated. This Agreement constitutes the
valid and hinding ohligation of Buyer, enforceahle in accordance with its terms, except as may
be limited by bankruptcy, insolvency or other laws of general application relating to creditors'
rights or general principals of equity. Neither the execution, delivery and performance or
compliance by Buyer with the terms and provisions hereof will contlict with or result in a breach
of (i) Articles of Corporation or Bylaws of Buyer, (ii) any judgment, order, injunction, decree,
regulation or ruling of any court or other governmental authority to which Buyer is subject, or
(iii) any agreement or contract to which Buyer is a party or to which it is subject.
9. Objections to Title. Buyer shall have tifteen (15) days after acceptance of this
contract in which to have the title to said property examined by an Attorney and in which to
furnish Seller with a written statement of objections affecting the marketability of said title.
Seller shall have fifteen (J 5) days after receipt of such objections to satisfy all valid objections
and if Seller fails to satisfy such objections within said time, then at the option of the Buyer,
evidenced by written notice to Seller, this contract shall be null and void.
] O. Time of Essence. Time is of the essence of this contract; and, Seller and Buyer
agree that such papers as may be necessary to carry out the terms of this contract shall be
executed and delivered by such parties at the time this sale is consummated.
] 1. Condition of Improvements. Buyer shall purchase the property from Seller "as
is". Seller warrants that when the sale is consummated the improvements on the property will
. be in the same condition as they are on the date of this contract, natural wear and tear excepted,
and Seller specitically assumes the risk of loss or damage to said property until the
consummation of the sale. Should .the premises be destroyed or substantially damaged before
this contract is consummated, then, at the election of Buyer: (a) The contract may be canceled;
(b) Buyer may consummate the contract and receive such insurance as is paid on the claim of
loss; or if there is no insurance, the reasonable cost of repairing said improvements shall be
subtracted from the purchase price provided for in Section 2 hereof. This election is to be
exercised by the Buyer within ten '(10) days after the amount of the Seller's damage is
determined.
12. Closing Costs, etc. Seller is to pay all liens, encumbrances, utility bills, water
bills, sanitation fees and the like on said property, and for all revenue stamps on Seller's deed.
Taxes, rents and insurance premiums, are to he pro-rated as of the date of closing. Buyer is to
pay for the examination of title, intangible tax, and preparation of all instruments necessary to
close this sale. '
13. Special Stipulations. The following stipulations shall, if in contlict with the
printed matter contained herein, control:
a. Buyer shall use' and occupy the property for the purpose of operating a
boathouse. Subject to the provisions contained in Section 10, Section 12(h), and Section 12(e),
Buyer shall purchase the property from Seller as is.
b. Seller shall provide Buyer at the closing a wood infestation report from a
licensed pest control operator certified in destroying organisms stating the main dwelling has
been found to be free from visible infestation and structural damage caused by termites and other
.
wood destroying insects and/or organisms ()r that if such infestation previously existed, it has
been corrected. The inspection referred to herein shall have been made within 30 days prior to
closing.
c. The provisions of this sale contract between the parties shall survive and
remain effective after the closing of the within sale and the delivery of the deed of conveyance
and possessions pursuant to the terms of this contract.
d. Buyer and Seller represent and warrant that no broker has been hired by
either party, and that there are no finder's or broker's fees due in connection with this
transaction.
e. Buyer shall, at its option, obtain a written Phase I environmental
assessment report prepared by an engineering firm acceptable to Buyer verifying that the property
is free from the release, threatened release, storage, generation, transportation, reclamation,
recycling or disposal of any hazardous waste, toxic substances, or any other regulated substances.
The environmental assessment shall be performed by either an engineering company or an
environmental consulting firm selec~ed by Buyer. The cost of the Phase I environmental
I
assessment as well as all related inspections, tests, and other work conducted on, or materials
furnished to, the property by or for Buyer~s benefit shall be paid by the Buyer. Buyer shall
indemnify Seller from and against any loss or damage to the property caused by either the
negligent acts or omissions of Buyer, or the persons performing such inspection and testing of
the property. If the Phase I environmental assessment report reveals any hazardous waste, toxic
substances, or non-compliance with any local, state, or federal laws and regulations, then Buyer
shall furnish Seller with a copy of the Phase I environmental assessment report together with a
demand upon Seller to remediate the hazardous waste, toxic substances, or other non-compliance
with law prior to the date of closing., Upon receipt of such demand, Seller shall have the option
to (i) remediate the hazardous waste, toxic substances, or other non-compliance, or (ii) terminate
this contract, in which case Buyer shall be entitled to the prompt return of the earnest money as
its sole remedy. If Seller elects to remediate the conditions, then all remediation activities shall
be performed by Seller or its designated agents at its sole cost and expense, and shall be
completed in strict compliance with all local, state and federal laws. Seller shall provide to the
sole satisfaction of Buyer sufficient evidence of an environmentally clean site prior to closing.
, If' Seller fails to properly remediate the hazardous waste, toxic substances, or other non-
compliance with laws to the sole satisfaction of Buyer, then Buyer shall have the option to
terminate this agreement at any time prior to closing. In such event, Buyer shall be entitled to
the prompt return of the earnest money as its sole remedy.
, 14. Entire agreement; modification. This instrument constitutes the entire agreement
between the parties. It has been entered into after full investigation, neither party relying upon
any statement or representation by the other unless embodied herein. This agreement may not
be modified except by further written agreement duly executed by both parties.
15. ' Binding effect. , This agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective legal representatives, successors, and assigns.
t
16. Notices.' All notices hereunder shall be in writing and delivered personally or
mailed by certitied or registered mail, postage prepaid, return receipt requested, addressed to the
parties at their addresses listed below:
17. Nonwaiver. No delay or failure by either party to exercise any right hereunder,
and no partial or single exercise of such right, shall constitute a waiver of that or any other right,
unless otherwise expressly provided herein.
18. Headings. Headings iri this agreement are for convenience and reference only and
shall not be used to interpret or construe its provisions.
19. Governing law. This agreement shall be construed In accordance with and
governed by the laws of the State of Georgia.
20. Counterparts. ,This agreement may be executed in one or more counterparts, each
of which shall be deemed an original but all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed these presents, the day and
year tirst above written.
SELLER:
RIVER RESTAURANT, LIMITED PARTNERSHIP
BY:
C. A. .CUNNINGHAM, PRESIDENT OF
RIVER RESTAURANT, INC.,
GENERAL PARTNER
ATTEST:
SECRETARY
[CORPORA TE SEALI
BUYER:
AUGU~TA ROWING CLUB, INCORPORATED
BY:
W. LAWRENCE FLETCHER, PRESIDENT
ATTEST:
SECRETARY
[CORPORATE SEAL]
, STATE OF GEORGIA
COUNTY OF RICHMOND
)
)
)
LEASE
THIS LEASE AGREEMENT, made thisifl day Of~~, 1995, by and
between CITY COUNCIL OF AUGUSTA (the "City") and AUGUSTA PORT AUTHORITY
(the "Authority"), hereinafter collectively called "Lessor", and AUGUSTA ROWING CLUB,
INCORPORATED, a Georgia non-profit corporation hereinafter called "Lessee":
WITNESSETH:
WHEREAS, the City is the owner of the property described herein;
WHEREAS, the City and the Authority presently lease the property described herein to
RIVER RESTAURANT, LIMITED PARTNERSHIP, a Georgia limited partnership, pursuant
to a Lease Agreement executed the _ day of January, 1989, by and between CITY COUNCIL
OF AUGUSTA and AUGUSTA PORT AUTHORITY, INC., collectively as Lessor, and RIVER
RESTAURANT, LIMITED PARTNERSHIP, as Lessee;
WHEREAS, RIVER RESTAURANT, LIMITED PARTNERSHIP, desires to sell and
assign to AUGUSTA ROWING CLUB, INCORPORATED, and AUGUSTA ROWING CLUB,
INCORPORATED desires to purchase and receive from RIVER RESTAURANT, LIMITED
PARTNERSHIP, all of the right, title and interest of RIVER RESTAURANT, LIMITED
PARTNERSHIP in and to the leasehold interest and the leasehold improvements on the leasehold
interest;
WHEREAS, the CITY COUNCIL OF AUGUSTA and THE AUGUSTA PORT
AUTHORITY desire to terminate the existing lease with RIVER RESTAURANT, LIMITED
PARTNERSHIP and to enter into a new lease with AUGUSTA ROWING CLUB,
{.
INCORPORA TED upon the terms and conditions hereinafter set fOlth.
NOW, THEREFORE, for and in consideration of the premises and the mutual covenants
hereinafter set forth, the parties do hereby agree as follows:
1. Lease. The Lessor does hereby rent and lease unto the Lessee, and the Lessee
does hereby rent and lease from the Lessor, on the terms and conditions hereinafter stated, the
following described premises, to-wit:
All that tract or parcel of land, together with the improvements
thereon, situate, lying and being in the State of Georgia, County
of Richmond, City of Augusta, containing 1.182 acres as shown
and designated upon a certain plat dated January 3, 1986, prepared
for City Council of Augusta by Department of Puhlic Works, a
copy of which is attached hereto, marked "Exhibit A" and
incorporated hy reference herein for a more particular description
of said property.
2. Use and Development of Property.
a. Boathouse. The property shall be used and developed as a boathouse for
the purpose of housing the Augusta Rowing Club and its related programs, including hut not
limited to the United States Sculling Center, the Augusta Rowing Cluh Junior Program, the
Augusta Rowing Club Masters Program, and the Augusta College Rowing Program.
h. Programs. The Lessee shall foster and promote national and international
amateur competition in the sport of ro'wing, as well as recreational rowing, through the Augusta
Rowing Club Junior Program, the Augusta Rowing Club Masters Program, the Augusta College
Rowing Program, and the United States Sculling Center.
c.
Building.
The Lessee shall renovate, at the sole expense of the Lessee,
the building on the leased premises to house the Augusta Rowing Club and its related programs.
Prior to commencing renovation of the building, the Lessee shall suhmit to the City and the
Authority for approval the plans, drawings, and specifications for the huilding, which approval
shall not be unreasonably withheld. The plans, drawings, and specitications shall also be
approved by the Riverfront Development Review Board, which approval shall not be
unreasonably withheld. The Lessee shall commence renovation within a reasonable period of
time upon obtaining said approval. After commencement of construction, the Lessee shall work
with reasonable diligence to complete all construction. All work shall be performed in a good
and workmanlike manner, shall substantially comply with the design plans submitted to the City
and Authority, and shall comply with all applicable governmental permits, laws, ordinances, and
regulations.
d. Special Events. The Lessee shall continue to host and/or sponsor an
Invitational Rowing Regatta sanctioned by the United States Rowing Association or a similar
sanctioning body to be held annually on the Savannah River. The Lessee shall cooperate with
the other special events sponsored in part hy the Authority or the City. From Thursday through
Sunday of each of the weeks during which "River Race Augusta" is held in June and the
"Augusta Southern Nationals" in July of each year, the Lessee shall cease all rowing operations
and any other operations which would interfere with those events. Furthermore, on the
1 ,
appropriate Sundays in May of each year when the "WGUS Day in the Country Concert" and
the "Red Cross Beach Music Festival" is held, the Lessee shall cease all rowing operations and
any other operations which would interfere with those events.
3. Term. The term of this Lease shall he for a period of forty (40) years,
commencing on the date hereof and ending at midnight on the date of the expiration of forty (40)
years thereafter, unless so<mer terminated as hereinafter provided.
4. Rental. The Lessee agrees to pay to the Lessor an annual rent of One and no/1oo
Dollars ($1.00), payahle in advance during the term of the lease and any renewal periods. As
additional consideration, during the term of the lease and any renewal periods, the Lessee shall
do the following:
(a) The Lessee shall continue to host and/or sponsor an invitational rowing regatta
sanctioned by the United States Rowing Association, or a similar sanctioning hody to he held
annually on the Savannah River in the City of Augusta, unless and until otherwise agreed to in
writing by all parties hereto.
(h) The Lessee shall continue to sponsor and operate ~ spring training program
annually on the Savannah River, in the City of Augusta, for the purpose of bringing collegiate
teams to train in Augusta, unless and until otherwise agreed to in writing hy all parties hereto.
(c) The Lessee shall continue to sponsor and operate a junior rowing program on
the Savannah River, in the City of Augusta, for the purpose of training and promoting the sport
of rowing among high schools in the metro Augusta area, unles's and until otherwise agreed to
in writing by all parties hereto.
(d) The Lessee shalt' continue to support and promote rowmg programs for
Augusta College, unless and until otherwise agreed to in writing hy the Lessee and Augusta
College.
(e) The Lessee shall continue to sponsor and operate a rowing program for rowers
in the masters category, and'shall continue to sponsor and operate clinics and classes to acquaint
and teach members of the general public with the sport of rowing, subject to the rules and
regulations of the Augusta Rowing Club, unless and until otherwise agreed to in writing by all
parties hereto.
(t) The Lessee shall maintain the immediate grounds upon which the leasehold
improvements are located and shall further maintain the docks used in connection with the
.
.'
" '
rowing programs of the Lessee. The Lessee agrees to notify the Augusta Port Authority for any
repairs or maintenance which may be required upon said docks. If, in the opinion of the
Augusta Port Authority, repairs are needed to such docks, the Augusta Port Authority agrees to
provide, at its expense, the supplies necessary for such repairs and the Lessee, at its expense,
agrees to provide the labor to make any such repairs.
(g) The Lessee agrees to oversee the grounds upon which the lease hold
improvements are located and the general area near the lease premises, and to notify the Augusta
Port Authority of any items to the Lessee's knowledge, which may require repair, maintenance,
or caretaking.
5. Cost and Attorney's Fees. In the event that it is, necessary for the Lessor to utilize
the services of an attorney at law for the purpose of collecting any of the rental due under this
Lease and/or enforcing any of the covenants of the Lessee hereunder, the Lessee agrees in
addition to all other amounts to pay a reasonable attorney's fee of fifteen (15%) percent on any
part of the rental due hereunder which is collected by or through an attorney at law and fifteen
(15%) percent of the amount of any other liability of the Lessee under any of his covenants
hereunder, which are enforced or collected by or through an attorney at law.
6. Assignment by Lessee. The Lessee agrees to lease the premises herein described
'"
for the purposes herein stated, and for no other and shall have the right to sublet the whole or
any part thereof with the written consent of the Lessor which shall not be unreasonahly withheld.
Should any part or all of said premises he sublet, the acceptance of rent or any part thereof by
the Lessor from any subtenant shall not be construed as a waiver hy the Lessor of any of the
Lessor's rights or remedies hereunder against the Lessee. Notwithstanding this provision,
however, the Club shall have the right, without the advance written consent of the Authority and
the City, to sub-let all or any part of the property from time to ,time, on a temporary basis not
to exceed seventy-two (72) hours, for special events or functions to be held on said property,
including but not limited to the Augusta Invitational Regatta, River Race Augusta, and the
Augusta Southern Nationals, with all rental payments derived therefrom'to be the property of The,
Cluh, PROVIDED HOWEVER, that The Cluh shall not suh-Iet the property on a temporary
basis unless the person or entity desiring to suh-Iet the premises on a temporary hasis shall
procure generalliahility insurance on the premise so leased in limits of not less than $1,000,000
per person, which policy shall proteCt The Club, the City, and the Authority as named insureds,
and which policy shall otherwise comply with the requirements set forth in Section 13 of this
Lease Agreement.
7. Default. In the event that the Lessee should fail to ohserve any of Lessee's
covenants and obligations as herein expressed; or should the Lessee be adjudged a bankrupt; or
should a Receiver or Trustee be appointed for the Lessee's property; or should a final judgment,
" .
execution or attachment he issued against the Lessee and not be promptly paid; or should the
property of the Lessee in the leased premises be levied upon for any cause; or should the Lessee
violate any of the provisions of this Agreement or ahandon the premises; or should the Lessee
cease to use the property for its intended purpose as a boathouse for housing the Augusta Rowing
Club and its related programs on the leased premises for a period in excess of thirty (30) days,
then upon the happening of any of these events, the Lessor or the Lessor's agent shall give the
Lessee t~n (10) days notice to comply with tJ:te provisions of this Lease; and should the Lessee
fail to do so, the Lessor or the Lessor's agent shall have the option of declaring all rent due
hereunder immediately payable and shall have the option of availing itself of any of the following
remedies:
(a) Declare this Lease terminated at once and take possession of the leased
premises hy the use of a pass-key, or in any other manner, and such repossession shall not he
a trespass. In such case, the Lessee shall he liahle to the Lessor for any unpaid annual rental as
liquidated damages for the hreach of this Lease hy the Lessee.
(h) Suhlet the premises at the hest price ohtainahle under private negotiations
(provided that notice of Lessor's intention to sublet the premises is first advertised once a week
for two (2) ,weeks in the Augusta Chronicle or such other official organ authorized for the
advertisement of sheriff's sales); and if the price ohtained in less than the rental reserved
hereunder then the difference hetween the rental ohtained hy such suhletting and the rental
reserved hereunder shaU he paid by the Lessee. Such suhletting qn the part of the Lessor shall
not in any sense he construed to he a hreach <?f this contract, hut the Lessor shaU be merely
acting as the agent of the Lessee to minimize the damage, and the Lessor shall not be required
to suhlet the premises for any other use than that specified herein. The Lessor shall have the
right to enter upon the leased premises through the use of a pass-key or in any other manner, and
the same shall not constitute a trespass.
(c) The rights and options gIven to the Lessor and Lessor's agent under
subparagraph (a) and (h) ahove shall not be construed to be in lieu of nor restrictive of any other
rights which the Lessor or its agent may have under the law for the enforcement of this contract,
hut the options and rights conferred upon the Lessor and its agent hy said suhparagraphs shall
he held and construed to he cumulative of any and all rights and privileges which Lessor and its
, agent may have under the general laws of the State wherein the premises are located.
The failure of the Lessor or its' agent to avail itself of any remedy which it may have
hereunder shall at no time be construed to be a waiver of the Lessor's rights, hut the Lessor
all light, water, heat, gas and power bills arising out of the use of the leased, premises by the
, Lessee, and in the event that the Lessee does not pay the same and the amount so paid shall bear
interest from date of payment at the rate of ten (10%) percent per annum, and shall become a
part of the rent due hereunder and may be collected in the same manner as any other rent hereby
reserved.
15. Repairs, Alterations and Additions. All improvements heretofore constructed upon
the leased premises by or at the direction of GARY PALMER, INC., t/a PALMER'S
I
SEAFOOD HOUSE and/or RIVER RESTAURANT, LIMITED PARTNERSHIP, together with
all repairs, alterations, additions, and improvements hereafter made to or constructed upon the
leased premises by the Lessee, shal.l be and remain a part of, said premises and shall be
surrendered to the Lessor by the Lessee at the expiration of the term of this Lease. In the event
that any repairs, additions, alterations or improvements are made by the Lessee through a
contractor or subcontractor, the Lessee agrees that he will closely supervise such work and see
that all laborers and materialmen are promptly paid so that no lien or claim will accrue or be
filed against the leased premises; and in the event that the Lessee hires laborers and/or purchases
material for the improvement of the leased premises, it will promptly pay all charges for such
labor and/or material when the same become due so that no liens or claims will accrue or be
filed or asserted against the leased premises. Lessor shall have the right to call upon the Lessee
for a sworn statement or other information concerning the payment of any contractor, laborer
and/or materialman who may have furnished labor or materials for the improvement of the leased
premises and Lessee covenant Ii and agrees that it will immediately give full information in regard
to all such matters to the Lessor upon demand. Lessee, however, shall have the right to remove
Lessee's personal property in the nature of trade and/or business fixtures from the premises at
, I
and its agent may proceed at any time and avail itself of any and all amounts which may be due
it by the Lessee for rent or liquidated damages or otherwise under the provisions of this contract.
8. Repairs by the Lessee. The Lessee expressly agrees to repair at its own expense
any damage to water or steam pipes or other improvements or fixtures located on the leased
premises caused by freezing or any other negligence of the Lessee, and the Lessee will also
repair, keep open, and clear all water and sewerage lines or pipes.
9. Liability for Damages. The Lessee agrees that the Lessor shall not be liable to
the Lessee, or Lessee's agents, servants or,other persons lawfully using the premises, for damage
to person or property by reason of any defect or defect'i in the leased premises or in the
restaurant building and other improvements heretofore constructed upon the lease premises by
GARY PALMER, INC. d/b/a PALMER'S SEAFOOD HOUSE and/or RIVER RESTAURANT,
LIMITED PARTNERSHIP, or any additions or renovations thereto or other improvements which
shall hereafter be constructed upon the leased premises by Lessee.
10. Alterations and Improvements. The Lessee may, at any time, make any alteration,
modification, or addition to the improvements of fixtures constructed on the Premises or erect
additional improvements or fixtures on such Premises at the Lessee's own expense provided that
such alterations, improvements or additions ar~ approved in advance in writing by the Authority,
the City and the Riverfront Development Review Board, which approval shall, not be
unreasonably withheld. In connectio? with any action which the Lessee may take with respect
to the Lessee's rights pursuant to the preceding sentence, the Lessee shall pay all costs, expenses
and liabilities arising out of or in an,y way connected with such alterations, improvements or
additions which the City and the Authority does not expressly agree in writing to otherwise
assume. The City and the Authority shall only be called upon or be obligated to make any
improvements, alterations or repairs in or about such Premises, as are set forth in this Lease
Agreement or are subsequently jointly agreed to in writing by the Lessee, the City, and the
Authority.
11. Condition at Termination. The Lessee further agrees to surrender said premises
at the expiration of this Lease in as good order and repair as the same are on the completion of
improvements required to be made by the terms hereof, natural wear and tear excepted.
12. Governmental Regulations. The Lessee agrees to comply with all ordinances and
regulations of the CITY COUNCIL OF AUGUSTA and all laws and regulati<ms of the State of
Georgia and with all of the rules, regulations and orders of departments of the City, State,
Federal and County governments and of the Board of Health.
13. Insurance Liability. The Lessee agrees to procure and maintain during the entire
term of this Lease and any and all renewals thereof, at Lessee's expense, Owners, Landlord and
Tenant, general liability insurance, on the within leased premises in limits of not less than
$1,000,000 per person for the first twenty (20) years of the lease term and with limits of not less
than $2,000,000 per person for the ,remainder of the lease term; such insurance policy shall
protect the Lessor and the Lessee as named Insureds and shall contain a provision that it shall
not be canceled or terminated without at least ten (10) days advance written notice to Lessor.
Lessee shall furnish Landlord with a' copy of any and all policies of insurance providing such
insurance coverage together with reasonable evidence from time to time during the term of the
lease that such coverage remains in full force and effect.
14. Utilities. It is understood and agreed that the Lessor shall not he under any
obligation to supply the leased premises with water, heat, lights and/or power and the Lessor
assumes no obligation in connection with the aforementioned items. The Lessee agrees to pay
the expiration of this Lease, hut Lessee shall at his own expense repair any damages to the leased
premises which may result from the removal therefrom of any such personal property of Lessee.
Nothing in the paragraph or in this Lease shall he construed to authorize the Lessee to remove
from the leased premises any electri~al wiring, electric fixtures, switches, duct-work, pipes,
plumhing fixtures, or any similar ohjects which may have heen installed hy the Lessee unless
Lessee shall have ohtained the written consent of Lessor for such removal at the time of the
,
installation of any such ohject or ohjects.
16. Posting. The Lessor shall he privileged, during the last seventy-five (75) days of
the term of this Lease, to post said premises for rent or sale and to attach a sign or signs for that
purpose upon any portion of the huilding, and during said time to exhihit said premises during
week days.
17. Exclusive Possession and Maintenance. The leased premises shall he in the
exclusive possession of the Lessee, unless otherwise agreed to in writing hy Lessor, and Lessor
shall not he under any ohligation during the term of this Lease to make any inspection or
inspections of the lease premises, hut nevertheless, Lessor shall he permitted to enter said
premises at all reasonable hours to inspect the condition of the premises. Lessee shall make such
repairs, additions or alterations as may be deemed necessary for the safety and preservation of
the restaurant building and any other improvements on the leased premises. Lessee shall also
be responsible for maintenance of the leased premises in a clean and orderly condition at all
times.
18. Fire Damage. S~ould the premises herehy leased he partially damaged hy tire or
other casualty, or hy reason thereof, at any time during the term hereof, the Lessee or its
representative, shall give immediate notice thereof to the Lessor and Lessee shall cause the same
to be promptly repaired. A reduction of rent, proportionate to interference to business shall be
i
allowed the Lessee during the time necessary to restore said premises or make the necessary
repairs, as the case may be.
19. ,In case the buildings and improvements on the premises hereby leased shall be
damaged by tire or otherwise, to an extent that the cost of restoration would be in excess of tifty
(50%) percent of their value prior to the damage, and the Lessee shall decide not to restore the
same to substantially the same conditionas at the time of the fire or other casualty, then, in such
event the term of this Lease shall cease and rent shall be paid up to the time of such damage or
of such termination and no longer. The proceeds of any insurance policy providing tire or other
hazard coverage, payable because of damage to the improvements but not the contents thereof,
if not used to restore the improvements as aforesaid, shall be paid to Lessor.
20. Realtor's Commission. Lessee warrants that there are no realtor's or brokerage
commissions due to any realtor, real estate broker, or other agent and Lessee shall indemnify and
hold Lessor forever harmless from any and all claims of any realtor or agent for which Lessee
has any liability for any and all commissions due or any such realtor in connection with the
execution and delivery of this Lease or the prior lease entered into between, Lessor and RIVER
RESTAURANT, LIMITED PARTNERSHIP, as Lessee, dated January
, 1989, with
regard to the leased premises.
21. Differences between Lessor and Lessee., Should any dispute arise over the terms
of this Lease, or should there be a difference between the Lessor and the Lessee touching a
reduction of rent or a termination of this contract on account of fire or other casualties, the same
shall be determined by arbitration, the Lessor and the Lessee each choosing an arbitrator, and
these two an umpire in case of necessity. The award of any two shall be binding upon the
Lessor and the Lessee according to the arbitration rules of the American Arbitrators Association
of New York, New York.
22. Parties. It is mutually agreed hy the parties hereto that whenever the context
requires, the terms "Lessor" and "Lessee" shall he construed to include the masculine, feminine,
or neuter, the singular or plural, and the heirs, executors, administrators, successors, legal
representatives or assigns, of each and/or all of the parties hereto, all of whom shall be fully and
completely hound hy the covenants herein contained, and all rights, remedies and powers herein
conferred upon the Lessor shall inure to the benellt of any may he exercised hy the Lessor's
successors, legal representatives or assigns.
23. Relationship Landlord and Tenant. This Agreement and any renewals hereof shall
create the relationship of landlord and tenant where the Lessor shall be the Landlord and the
Lessee shall be the tenant. No estate shall pass out of the Lessor, and the Lessee has only the
use of the premises, which use is not subject to levy and sale and not assignable by the Lessee,
except with the Lessor's consent. No Receiver, Trustee, or other judicial officer shall have any
right, title, or interest in and to the above described property, except with the consent of the
Lessor.
24. Release from Damages. The Lessee hereby releases the Lessor from any and all
damage to person and property suffered upon the leased premises, and the Lessee will indemnify
and hold the Lessor forever free and harmless from all damages hereafter sustained by Lessee
or Lessee's agents, servants, employees, invitees and licensees, arising on or about the leased
premises or as a result of the Lessee's use thereof. In the event that the Lessor is obligated to
make any repairs to any defective or dangerous condition in the premises under the provisions
of this Lease, the Lessee agrees that he will use reasonable diligence to repair such defective or
dangerous conditions after giving such notice, which shall he in writing. Whether the Lessee
notifles the Lessor of any such defectiven or dangerous condition or not, the Lessee assumes all
damages which may result from such condition.
25. Tenant Holding Over. In the event that the Lessee should continue to occupy the
premises over and beyond the term of this Lease, acceptance of rent by the Lessor shall not
operate to renew this Lease in any way, but the Lessee shall be held to be occupying the
premises as a tenant at sufferance and shall vacate the premises immediately upon heing notified
to do so.
26. Entire Contract. This Lease contains all of the agreements between the parties,
and no oral representations are binding upon any party hereto unless the. saine have heen
incorporated herein in writing.
27. Delivery of Possession. The Lessor shall not be liable for damages to the Lessee
for failure to deliver possession of the premises at the commencement of the term of this Lease
if such failure is due to no fault of the Lessor.
28. Customs of Dealing. The Lessor's failure to take advantage of any default on the
part of the Lessee shall not be construed as a waiver thereof, nor shall any custom or practice
which may grow up between the parties in the course of administering this instrument, be
construed to waive or lessen the right of the Lessor to insist upon the provisions hereof.
29. Repairs of the Lessor. The Lessor shall he under no obligation to make periodic
inspections of the leased premises for the purpose of ascertaining their condition or the purpose
of ascertaining whether nor not repairs are needed or for any other purpose. Lessee shall be
i
obligated to make all repairs including repairs to the roof, downspouts and structural members
of the leased premises.
30. Special Stipulations. Notwithstanding the foregoing, the following special
provisions shall control:
(a) Lessor will maintain such signs as are presently located in the vicinity of
the leased premises in order to enable persons unfamiliar with the area in which the leased
premises are located to drive without delay to Lessee's restaurant so long as such signage does
not violate any ordinances of the CITY COUNCIL OF AUGUSTA.
(b) THE CITY COUNCIL OF AUGUSTA will continue to make available to
the leased premises such services for electricity, gas, water, sewage and fire protection, as have
heretofore been made available to the leased premises.
(c) After the initial term ofthis Lease, as aforesaid, Lessee, at its option, may
renew the lease upon the same terms and conditions for an additional five (5) terms, of five (5)
years each; provided that the Lessee gives to the Lessor advance written notice of its intention
to exercise each such option to renew on each occasion thereof at least six (6) months prior to
the expiration of the lease term.
(d) The Lessee shall have ,the right to terminate this Lease any time upon
giving Lessor, during the initial or any extended term, ninety (90) days written notice. In the
event of such termination, Lessee shall only be responsible for making such rental payments and
complying with such other obligations as may become due or accrue prior to such termination.
(e) The Lessee shall have the right to sublease the premises suhject to approval
of the Lessor which shall not he unreasonably withheld. A sublease shall not release Lessee from
any liahility to Lessor under this original Lease.
(t) The Lessor shall provide the barricades and adequate security personnel to
insure the exclusive use of the leased premises during the regattas and other water related events
;
t:' ;
permitted by Lessor on its waterfront along the Savannah River.
(g) The Lessor shall maintain such permanent street lighting in the area of the
leased premises as is now installed thereon.
(h) The Lessor shall maintain such landscaping and picnic tables for general
public use, along the riverfront of the Savannah River adjacent to the leased premises as are
currently in place.
(i) Lessor shall cause the vegetation on the levee in the vicinity of the leased
premises to be mowed and controlled on a regular basis so as to enhance the appearance of the
general area near the leased premises.
(j) Lessee shall at all times during the initial term of this Lease and any
renewals thereof continuously occupy the premises and operate the restaurant and cocktail lounge
referred to herein.
(k) The City shall require the sponsor of any special events conducted on the
river to police the parking area and underside of the restaurant during said special events.
(I) Prior to the commencement of any construction by Lessee on the leased
premises, the plans for such constru~tion and any signs to be on the leased premises shall be
!
approved by the Riverfront Development Review Board, and the Augusta Richmond County
Planning Commission, and the Savannah District Engineer with the Corps of Engineers. The
Lessor shall assist the Lessee in obtaining these approvals.
(m) Lessor has ,constructed and striped certain paved parking spaces, a portion
of which are located on the leased premises and a portion of which are located on property
adjoining the leased premises. The parking spaces located on'the leased premises will be used
for the exclusive use of the Lessee. Said parking spaces located on the adjoining property shall
,;
. ; Or ':,t .', ~
" ./..
be equally available to both Lessee and members of the general public; however, Lessor shall
cause signs to be posted thereon prohibiting parking of boat trailers and recreational vehicles in
such spaces.
(n) All notices from Lessor to Lessee hereunder shall be deemed sufficient
when mailed by registered or certified mail postage prepaid sent to President, Augusta Rowing
Club, Post Office Box 3362, Augusta, Georgia 30903, or to such other alternate address as
Lessee shall from time to time request in writing.
(0) All notices from Lessee to Lessor hereunder shall be deemed sufticient
when' mailed by registered or certified mail postage prepaid to Clerk of Council, City Council
of Augusta, Augusta-Richmond County Municipal Building, 530 Greene Street, Augusta,
Georgia 30911, with a copy to Augusta Port Authority, Room 507, Trust Company Bank
Building, Augusta, Georgia 30901, or at such other alternate address as Lessor shall from time
to time request in writing.
(p) As a condition pr6cedent to any termination of this Lease by Lessor due to
any breach of any provision hereof by Lessee, Lessor shaH serve written notice of such breach
upon both Lessee and RIVER RESTAURANT, LIMITED PARTNERSHIP, attention: Richard
S. Fox, 1313 Waters Edge Drive, Augusta, Georgia 30901, and Lessee shaH have a period of
thirty (30) days after receipt' of said notice to cure any such default involving payment of money
and a period of sixty (60) days to cure any such default involving anything other than the
payment of money.
(q) At all times during the term of this Lease, Lessee shaH maintain in full
force and effect insurance coverage against tire and such other risks as are included in standard
extended insurance for the full insurable value of the improvements constructed upon the lease
'. "f
premises by Lessee and any furnishings and fixtures attached thereto. Any such insurance policy
or policies required to be maintained hereunder shall name Lessor as an additional named
insured, and Lessee shall furnish Lessor with a copy of such insurance policies and with
reasonable evidence from time to time during the term of the lease that the same are in full force
and effect.
(r) In addition to all rental payments required to be paid hereunder, Lessee
shall construct leasehold improvements upon the leased premises at a cost of not less than
$75,000.00 within six (6) months of the date of this lease. Copies of said receipts for an such
expenditures shall be furnished to Lessor within ten (I 0) days after such expenses are incurred.
(s) Lessor has made no representation or warranty as to the financial condition
of RIVER RESTAURANT, LIMIT~D PARTNERSHIP, the former Lessee of the leased
premises who constructed and equipped the restaurant building' thereon, or as to whether any
claims, demands or causes of action present exist or may hereafter be filed asserting any claim
against the leased premises and/or any improvements thereon and/or any furnishings, fixtures or
equipment located therein. The lease payments required hereunder are based solely upon the
value of the underlying land upon which such improvements have been constructed. Lessor shall
have no obligation for payment of any indebtedness or judgment which may constitute a lien or
encumbrance or any improvements, furniture, fixtures, or equipment located on the leased
premises or to defend any suit or action brought to collect any indebtedness secured thereby or
any judgment constituting a lien thereon.
(t) This lease shan not become effective until such time as the existing lease
between City Council of Augusta and Augusta Port Authority, as Lessor, and River Restaurant,
Limited Partnership, as Lessee, is rescinded or terminated in writing by mutual agreement of the
~ I
:'*.
.~
parties thereto, and Lessor is released from any and all liability to River Restaurant, Limited
Partnership in any way related to or arising out of any provision of said lease. Unless such
rec'ision or termination and release is furnished to Lessor in writing insubstantially such form
'as is attached hereto as II Exhibit B II within thirty (30) days of the date of this lease, this lease
shall be void and no effect.
IN WITNESS WHEREOF, the parties hereto have caused their proper officers to execute
these presents and affix their respectivie corporate seals hereto in duplicate, the day and year first
above written.
LESSOR:
BY:
ATTEST:
:ta"B't u :mm~
/)YUTY CLERK F COUNCIL :
SIGNED, SEALED~VERED
on thex::;~ day of ~~
1995, in Richmond County, Georgia,'
in the presence of: '
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, "~'\~'~,\~,:",:~.~
NO A~.i~;:~Jm.Lic',' 'R(CH~ D COUNTY, GEORGIA
MY C~M~,,~~rON/~?(~IRE.S:
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BY:
ATTEST:
AS ITS SECRET AR Y
SIGNED, ~iALED~ DELIVERED
on the ;; r' day ofbf2Cf2mbar
1995, in Richmond County, Georgia,
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g N~l~Rt'PUB~{~, RICHMOND COUNTY, GEORGIA
S .MY COM M Issf ON EXPIRES: Notary Public, Columbia Cty., Georgia
~ .-:-~:\ "::' -:';" :' \.... \ .f.:~.t My Commission expires Nov. .17, /997
~"F~" _>~_u,.~~~~:./ LESSEE:
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BY:
ATTEST:
AS ITS SECRETARY
rCORPORA TE SEAL]
SIGNED, SEALED ~VERED
on the () r-;\f1, day of I _',
1995, in Richmond County, Georgia,
in the presence of:
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STATE OF GEORGIA
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)
REAL ESTATE PURCHASE AGREEMENT
COUNTY OF RICHMOND
THIS AGREEMENT, made and entered into this _ day of , 1995, between
RIVER RESTAURANT, LIMITED PARTNERSHIP, a Georgia Limited Partnership, hereinafter
referred to as "Seller", and AUGUSTA ROWING CLUB, INCORPORATED, a Georgia
Nonprofit Corporation, hereinafter referred to as II Buyer" :
WITNESSETH:
WHEREAS, Seller is the owner of a leasehold interest in the property described on
Exhihit II A ", which is attached hereto and by reference made a part hereof, by virtue of a Lease
Agreement executed the day of January, 1989, by and between CITY COUNCIL OF
AUGUSTA and AUGUSTA PORT AUTHORITY, collectively as Lessor, and Seller, as Lessee;
WHEREAS, Seller is the owner of certain leasehold improvements, including but not
limited to a building, on said property;
WHEREAS, Seller desires to sell and, assign to Buyer, and Buyer desires to purchase and
receive from the Seller, all of Seller's right, title and interest in and to the leasehold interest and
the improvements on the leasehold interest; and
WHEREAS, Seller desires to sublet back from Buyer, and Buyer desires to sublet back
to Seller, a certain portion of the leasehold interest described on Exhibit liB", which is attached
hereto and by reference made 'a part hereof.
NOW, THEREFORE, for and in consideration of the mutual promises and conditions
contained in this Agreement, and other valuable consideration, the receipt and sufficiency of
which is hereby' acknowledged, the parties hereto do hereby agree as follows:
1 . Purchase and Sale. Seller has agreed to sell and Buyer to buy, on the terms and
conditions hereinafter s<(t forth, the following described property, to wit:
a. All of Seller's right, title and interest in and to all that tract or parcel of land
situate, lying and being in the State of Georgia, County of Richmond, City of Augusta,
containing 1.182 acres as shown and designated upon a certain plat described January 3, 1985,
prepared for City Council of Augusta by Department of Public Works, a copy of which is
attached hereto, marked Exhibit II A" and incorporated by reference herein for a more particular
description of said property.
b. All leasehold improvements (building) si~uate, lying and being on said
property.
2. Purchase Price. The purchase price of said property is $250,000, payable by
Buyer to Seller as foJlows:
r
. '
," ':
a. $75,000.00 in cash or equivalent funds at Closing.
h. $175,000.00 hy delivery at Closing of a promissory note from Buyer to
Seller in the principal sum of $175,000.00. The note will bear interest at the rate of eight
percent (8 %) per annum and will provide for annual payments of interest only for a period of
sixty (60) months. The entire unpaid principal halance and any accrued interest thereon will he
due and payahle sixty (60) months from the date of the Closing. Buyer shall have the right to
prepay all or any part of the note without penalty.
c. The promissory note descrihed herein will be secured by a Deed to Secure
Debt conveying the property being purchased hereunder, provided however, that the Deed to
Secure Debt will be subordinate to the indebtedness owed by Seller to CSRA Local Development
Corporation in the original principal amount of $227,000.00 as evidenced by a Section 504 Note
dated December 8, 1987, a copy of which is attached hereto as Exhibit "C" and by reference
made a part hereof.
d. Buyer shall not assume any dehts, liabilities, or obligations of Seller,
including but not limited to the Section 504 Note. Seller shall remain solely liable for the
Section 504 Note. C. A. Cunningham, Richard S. Fox, and Wayne R. Brown shall deliver to
Buyer a personal guaranty (the "Guaranty") guaranteeing the Seller's performance of the Section
504 Note to the CSRA Local Development Corporation and shall further deliver to Buyer an
Indemnity Agreement whereby they shall defend, indemnify and hold harmless the Buyer, its
officers, directors, members, agents, servants and employees, and their' respective legal
representatives, heirs, successors and assigns, from and against any and all claims, threats,
liabilities, taxes, interest, tines, penalties, suits, actions, proceedings, demands, damages, losses,
costs and expenses (including reasonable attorneys' fees) o(every kind and nature arising out of,
resulting from, or in connection with any nonfulfillment, failure to comply, or breach in
connection with the Section 504 note.
3. Earnest Money., Seller hereby acknowledges receipt of $5,000.00 as earnest
money, which is to be applied as part of the payment of purchase price of said property at the
time of closing. Buyer and Seller further understand and agree that the Seller shall deposit the
earnest money in an interest bearing account in a bank insured hy the Federal Deposit Insurance
Corporation or a savings and loan association insured by the Federal Savings and Loan Insurance
I
Corporation immediately upon acceptance of this offer by all parties. In the event the sale is not
consummated because of Seller's inability, failure or refusal to perform any of Seller's covenants
in this Agreement, then Seller shall return the earnest money and all interest thereon to Buyer.
If, however, Buyer fails or refuses to perform any of Buyer's covenants herein, said earnest
money shall be paid to Seller as liquidated damages of Seller, if Seller claims said earnest money
as liquidated damages, and the interest thereon paid to Buyer.
4. Closing. The Closing (the "Closing") of the purchase and sale yf the property
provided for in this Agreement shall take place at the offices of W. Lawrence Fletcher, 429
Walker Street, Augusta, Georgia 30901 on or before July 31, 1995 at 5:00 p. m., or such other
date as may be mutually agreeable to the parties. The parties shall execute and deliver all of the
documents and perform all other acts which are required by them under this Agreement at the
Closing.
5. Additional Agreements at Closing. At the Closing, the following additional
agreements shall be executed and delivered:
a. Lease. Buyer, as Lessee, and the City Council of Augusta and the Augusta
Port Authority, as Lessor, shall enter into a 'new lease of the property in suhstantially the same
form attached hereto as Exhibit "D" and hy reference made a part hereof (the "Lease").
h. Suhlease. Seller, as Suhlessee, and Buyer, as Suhlessor, shall execute a
suhlease in suhstantially the same form attached hereto as Exhihit "E" and hy reference made a
part hereof (the "Suhlease").
6. Conditions Precedent. The ohligations of Seller and Buyer to consummate the
transactions contemplated hy this Agreement are expressly suhject to and conditioned upon
fultillment prior to or at the Closing of each of the following conditions, any of which may he
waived by the Buyer:
a. The representations and warranties of Seller contained herein or otherwise
delivered pursuant hereto shall he true in all. material respects as of the date when made and as
of the date of the Closing.
h. Seller shall have performed and complied in all material respects with all
agreements and conditions required hy this Agreement to he performed or complied with hy it
prior to or at the date of the Closing.
c. No federal, state or local government, governmental unit, agency, hody
or authority with competent jurisdiction over the suhject matter shall have given official written
notice of ill; intention to institute proceedings to prohihit the transactions contemplated hy this
I
Agreement.
d. This Agreement, and the transactions contemplated hereunder, shall have
received the approval of the City Council of Augusta, the Augusta Port Authority, and the CSRA
Development Corporation.
e. The City Council of Augusta and the Augusta Port Authority shall have
approved the assignment of the leasehold interest in the property from Seller to Buyer, shall have
approved the rescission or termination of the existing lease hetween the CitY Council of Augusta
and the Augusta Port Authority, as Lessor, and River Restaurant Limited Partnership, as Lessee;
and shall further have approved a new lease of the property hetween the City Council of Augusta
and the Augusta Port Authority, as Lessor, and the Buyer, as Lessee in suhstantially the same
form attached hereto as Exhihit "0" and hy reference made a part hereof (the "Lease").
f. The City of Augusta and the Augusta Port Authority shall have approved
, the suhlease of a certain portion of the property between Buyer, as Lessor, and Seller, as
Sublessee, in suhstantially the same form attached hereto as Exhibit "E" and hy reference made
a part hereof (the "Sublease").
g. The City of Augusta, the Augusta Port Authority, and the Riverfront
Development Review Board shall have approved the plans of renovation of the leasehold
improvements for use as a boathouse for the Buyer.
7. Representations and Warranties of Seller. Seller hereby represents' and warrants
to Buyer as follows:
a. Seller has good and marketable leasehold interest in said property, and that
at the time of Closing Seller agrees to convey good and marketable title to said property to Buyer
by Bill of Sale (with respect to leasehold improvements) and Assignment of Lease (with respect
to leasehold interest) subject only to (1) indebtedness owed by Seller to CSRA Local
Development Corporation in the original principal amount of $227,000, as evidenced by Section
504 Note dated December 8, 1987, (2) zoning ordinances affecting said property, (3) general
utility easements of record serving said property, and (4) leases, other easements, other
restrictions and/or encumbrances specified in this contract.
. b. Seller is a limited partnership duly organized, validly existing, and in good
standing under the laws of the State of Georgia, and has the power to carry on its business as
presently conducted.
c. The execution, delivery and performance of this Agreement has been duly
and validly authorized and approved iby all necessary action on part of Seller. Seller has the
power and authority to execute, deliver and perform this Agreement and such other instruments
necessary to consummate the transactions hereby contemplated. 'This Agreement constitutes the
valid and binding obligation of Seller, enforceable in accordance with its terms, except as inay
be limited by bankruptcy, insolvency'or other laws of general application relating to creditors'
rights or general principal~ of equity. Neither the execution, delivery and performance or
compliance by Seller with the terms and provisions hereof will contlict with or result in a breach
of (i) the Certificate or Agreement of Limited Partnership of Seller, (ii) any judgment, order,
injunction, decree, regulation or ruling of any court or other governmental authority to which
Seller is subject, or (iii) any agreement or contract to which Seller is a party or to which it is
subject.
8. Representations and Warranties of Buyer.
a. Buyer is a nonprofit corporation duly organized, validly existing, and in
good standing under the laws of the State of Georgia, and has the power to carry on its business
as presently conducted.
b. The execution, delivery and pert()fmance of this Agreement has been duly
and validly authorized and approved by all necessary action on part of Buyer. Buyer has the
power and authority to execute, deliver and perform this Agreement and such other instruments
necessary to consummate the transactions hereby contemplated. This Agreement constitutes the
valid and binding obligation of Buyer, enforceable in accordance with it'i terms, except as may
be limited by bankruptcy, insolvency or other laws of general application relating to creditors'
rights or general principals of equity. Neither the execution, delivery and performance or
compliance by Buyer with the terms and provisions hereof will contlict with or result in a breach
of (i) Articles of Corporation or Bylaws of Buyer, (ii) any judgment, order, injunction, decree,
regulation or ruling of any court or other governmental authority to which Buyer is suhject, or
(iii) any agreement or contract to which Buyer is a party or to which it is suhject.
9. Ohjections to Title. Buyer shall have fifteen (15) days after acceptance of this
contract in which to have the title to said property examined hy an Attorney and in which to
furnish Seller with a written statement of objections affecting the marketahility of said title.
Seller shall have fifteen (15) days after receipt of such objections to satisfy all valid ohjections
and if Seller fails to satisfy such ohjections within said time, then at the option of the Buyer,
evidenced hy written notice to Seller, this contract shall he null and void.
10. Time of Essence. Time is of the essence of this contract; and, Seller and Buyer
agree that such papers as may he necessary to carry out the terms of this contract shall be
executed and delivered hy such parties at the time this sale is consummated.
11. Condition of Improvements. Buyer shall purchase the property from Seller "as
is". Seller warrants that when the sa~e is consummated the improvements on the property will
be in the same condition as they are on the date of this contract, natural wear and tear excepted,
and Seller specifically assumes the risk of loss or damage to said property until the
consummation of the sale. Should the premises he destroyed or suhstantially damaged before
this contract is consummated, then, at the election of Buyer: (a) The contract may he canceled;
(b) Buyer may consummate the contract and receive such insurance as is paid on the claim of
loss; or if there is no insurance, the reasonahle cost of repairing said improvements shall be
suhtracted from the purchase price provided for in Section 2 hereof. This election is to he
exercised by the Buyer within ten (10). days after the amount of the Seller's damage is
determined.
12. Closing Costs. etc. Seller is to pay all liens, encumbrances, utility bills, water
bills, sanitation fees and the like on said property, and for all revenue stamps on Seller's deed.
Taxes, rents and insurance premiums are to he pro-rated as of the date of closing. Buyer is to
pay for the examination of title, intangihle tax, and preparation of all instruments necessary to
close this sale. '
13. Special Stipulations. The following stipulations shall, if in conflict with the
printed matter contained herein, ~ontrol:
a. Buyer shall use and occupy the property for the purpose of operating a
boathouse. Subject to the provisions contained in Section 10, Section 12(h), and Section 12(e),
Buyer shall purchase the property from Seller as is.
h. Seller shall provide Buyer at the closing a wood infestation report from a
licensed pest control operator certified in destroying organisms stating the main dwelling has
heen found to be free from visible infestation and structural damage caused hy termites and other
wood destroying insects and/or organisms or that if such infestation previously existed, it has
been corrected. The inspection referred to herein shall have been made within 30 days prior to
closing. '
c. The provisions of this sale contract between the parties shall survive and
remain effective after the closing of the within sale and the delivery of the deed of conveyance
and possessions pursuant to the term~ of this contract.
d. Buyer and Seller represent and warrant that no broker has been hired by
either party, and that there are no tinder's or broker's fees due in connection with this
transaction.
e. Buyer shall, at its option, obtain a written Phase I environmental
assessment report prepared by an engineering firm acceptable to Buyer verifying that the property
is free from the release, threatened release, storage, generation, transportation, reclamation,
recycling or disposal of any hazardous waste, toxic substances, or any other regulated substances.
The environmental assessment shall be performed by either an engineering company or an
environmental consulting firm selected by Buyer. The cost of the Phase I environmental
assessment as well as all related inspections, tests, and other work conducted on, or materials
furnished to, the property by or for Buyer~s benefit shall be paid by the Buyer. Buyer shall
indemnify Seller from and against any loss or damage to the property caused by either the
negligent acts or omissions of Buyer, or the persons performing such inspection and testing of
the property. If the Phase I environmental assessment report reveals any hazardous waste, toxic
substances, or non-compliance with any local, state, or federal laws and regulations, then Buyer
shall furnish Seller with a copy of the Phase I environmental assessment report together with a
demand upon Seller to remediate the hazardous waste, toxic substances, or other non-compliance
with law prior to the date of closing. Upon receipt of such demand, Seller shall have the option
to (i) remediate the hazardous waste, toxic substances, or other non-compliance, or (ii) terminate
this contract, in which case Buyer shall be entitled to the prompt return of the earnest money as
its sole remedy. If Seller elects to remediate the conditions, then all remediation activities shall
be performed by Seller or its designated agents at its sole cost and expense, and shall be
completed in strict compliance with all local, 'state and federal laws. Seller shall provide to the
sole satisfaction of Buyer sufficient evidence of an environmentally clean site prior to closing.
If Seller fails to properly remediate the hazardous waste, toxic substances, or other non-
compliance with laws to the sole satisfaction, of Buyer, then Buyer shall have the option to
terminate this agreement at any' time prior to closing. In such event, Buyer shall be entitled to
the prompt return of the earnest money as itli sole remedy.
14. Entire agreement; modification. This instrument constitutes the entire agreement
between the parties. It has been entered into after full investigation, neither party relying upon
any statement or representation by the other unless embodied herein. This agreement may not
be modified except by further written agreement duly executed by both parties.
15. Binding effect. This agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective legal representatives, successors, and assigns.
16. Notices.' All notices hereunder shall be in writing and delivered personally or
mailed by certitied or registered mail, postage prepaid, return receipt requested, addressed to the
parties at their addresses listed below:
17. Nonwaiver. No delay or failure by either party to exercise any right hereunder,
and no partial or single exercise of such right, shall constitute a waiver of that or any other right,
unless otherwise expressly provided herein.
18. Headings. Headings in this agreement are for convenience and reference only and
shall not be used to interpret or construe its provisions.
19. Governing law. This agreement shall be construed In accordance with and
governed by the laws of the State of Georgia.
20. Counterparts. This agreement may be executed in one or more counterparts, each
, of which shall be deemed an original but all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed these presents, the day and
year first above written.
SELLER:
RIVER RESTAURANT, LIMITED PARTNERSHIP
BY:
C. A. CUNNINGHAM, PRESIDENT OF
RIVER RESTAURANT, INC.,
GENERAL PARTNER
ATTEST:
r!\
SECRETARY'
.". .,
.. .
. '.....
I CORPORATE SEAL]
BUYER:
AUGUSTA ROWING CLUB, INCORPORATED
BY:
W. LAWRENCE FLETCHER, PRESIDENT
ATTEST:
SECRETARY
[CORPORATE SEAL]