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HomeMy WebLinkAboutGEORGIA GOLF HALL OF FAME (2) BY AND BETWEEN STATE OF GEORGIA ) ) COUNTY OF RICHMOND ) llITERGOVERNMENTALAGREEMENT GEORGIA GOLF HALL OF FAME AUTHORITY AND AUGUSTA, GEORGIA, A POLITICAL SUBDMSION OF THE STATE OF GEORGIA FOR THE MAINTENANCE AND OPERATIONS OF THE GARDENS LOCATED AT THE GEORGIA GOLF HALL OF FAME PROPERTIES LOCATED IN AUGUSTA, GEORGIA Tms AGREEMENT (hereinafter referred to as "Agreement') is made and entered this the 8th day of November, 2007, by and between Georgia Golf Hall of Fame Authority (hereinafter referred to as "GGHF") and Augusta, Georgia (hereinafter referred to as "the City"). WHEREAS, GGHF is the lessee of the property located at 1 Eleventh Street, Augusta, Georgia where the Georgia Golf Hall of Fame Gardens is located (hereinafter referred to as "Gardens"); and WHEREAS, the City believes the Gardens to be a valuable resource adding to the overall quality of life for the citizens of Augusta, Georgia; and WHEREAS, the City has determined that it would benefit the taxpayers of Augusta to take over and assume the responsibility for the maintenance and operation of the Gardens, the restroom facilities and pergola towers (hereinafter referred to as the "Premises") under certain terms and conditions; and WHEREAS, GGHF is agreeable to the City assuming responsibility for the maintenance and operation of the Gardens; and WHEREAS, the Article IX, Section 3, Paragraph 1 of the Georgia Constitution authorizes state departments and municipalities to contract with one another for joint services, for the provision of services, or for the joint or separate use of facilities or equipment provided such contracts deal with activities, services or facilities which the parties are authorized by law to undertake or provide; and WHEREAS, the parties desire to set down in writing the terms of their agreement. 1 NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Terms & Conditions. a. Term. The initial term of this Agreement shall be from the date of this Agreement first set forth above until April 15, 2008, at midnight (hereinafter the "Initial Term"). The City shall have the option to renew the lease for two (2) additional periods of six (6) months each (hereinafter the "Option Periods"), provided that the City notifies GGHF thirty (30) days prior to the expiration of the current lease or sublease. Provided, however, either party shall have the right to terminate the Agreement upon thirty (30) days advance written notice. b. Premises. The Premises shall include the Gardens, the restroom facilities and pergola towers. Specifically excluded from the terms of this agreement is the putting course, maintenance building, vacant property, and trailer. c. Rent. The rent shall be $1.00 for the primary term and for each option period. d. Additional Rent. In addition to the rent specified in (b) above, GGHF shall be entitled to receive, as additional rent, twenty-five percent (25%) of the "net operating" profits :from the operations of the Premises. Such profits shall be determined within thirty (30) days following the expiration of the Initial Term and each Option Period. Said net operating profits will be calculated in accordance with GAAP, and will generally be determined by subtracting the operating costs (administrative and maintenance costs, utilities, insurance, fertilizers, planting materials, and similar expenses) :from gross revenues :from gate receipts and rental income. Specifically excluded :from the definition of gross revenue will be any donations for the continued operation or expansion of the Gardens and which are not directly or indirectly connected to the use of the Gardens by the donor. e. Maintenance. In further consideration for its use of the Premises, the City, at its sole cost and expense, shall be responsible for the security, maintenance, utilities and care of the Premises in accordance with good horticultural practices. Nothing herein shall require the City to make repairs of a capital nature. In the event that City, in order to provide proper security for the Premises, determines that it will be necessary to change the locks or other security features, the City shall first obtain the advanced written consent of GGHF, which consent shall not be unreasonably withheld. In the event that consent is given and locks are changed or re-keyed, the City shall provide the Executive Director of the GGHF a duplicate copy of all keys. f. Use. The City shall be entitled to use the Premises for City sponsored events and for group or individual tours. In addition, upon determining the intended use in writing, the City shall be entitled to rent the Premises, including the restrooms and pergola towers, to individuals and entities. Provided however, if the intended use is one for which the Premises have not previously been used for, then, in such event, approval by the GGHF must be obtained, which will not unreasonably be withheld. The City shall be free to set the hours of operation as well as the price of admission and rental of the Premises, if any, as it deems proper in its sole discretion. The use of the Premises shall be in compliance with the rules and regulations in place as of the date 2 ~ of this Agreement, and as modified from time to time by GGHF and communicated to the City. 1. Advance Bookings. The parties agree that in the event the City intends to commit in writing to rent the Premises for a date that is later than the date the lease between the parties is scheduled to terminate, the City shall notify GGHF of the potential rental and GGHF shall notify the City within five (5) business days if the rental is acceptable. If GGHF fails to notify the City that the rental is unacceptable, the rental shall be deemed accepted and GGHF shall honor such rental agreement. 2. Excluded Rental Facilities. The rental of the Premises to a third party shall not, without the written consent of GGHF, include the use of the putting course or the trailer, vacant property or maintenance building. 3. GGHF. During the term of the lease GGHF shall continue to have the right to access the Premises, the putting course, trailer, vacant property, maintenance and storage building. g. Inspection. GGHF shall have the right, upon forty eight (48) hours advance notice, and provided the Premises have not be rented to a third party, to inspect the Premises to determine that the Premises are being adequately maintained. In the event GGHF determines that the Premises are not being adequately maintained, GGHF shall notify the City in writing of such deficiency, and if the City fails to undertake to correct such deficiency within five (5) business days, GGHF can immediately terminate this Agreement. It is specifically agreed and understood by the parties that corrective action may take longer than five (5) days to be completed or results to be affected, but that such action shall be commenced within five (5) days. h. Damages and Insurance. The City shall be responsible for damages caused during the term of the agreement. GGHF acknowledges that the City is self insured and the City shall have the right, but not obligation to purchase general liability insurance or fire or extended insurance coverage for the Premises. 2. Assil?Dffients Neither party shall, without the prior written consent of the other, assign this Agreement or any interest or obligation thereunder. 3. Default It is understood between the parties hereto that in the event of default by either of the parties during the term of this Agreement, the other party shall have the right forthwith to give notice thereof to the party in default, same to be in writing, and if such condition of default is not removed and restored within ten (10) days after receipt of such notice, then the other party shall forthwith have the option of declaring this Agreement in default and proceeding to enforce their rights in accordance with the law. 4. Ouiet Enjoyment. Ingress and Egress Each party covenants and warrants to the other that, so long as all duties and obligations herein agreed to be performed are being so performed, that the City shall peaceably 3 .. . and quietly have, hold and occupy and use the Premises during the term of the lease and any renewals thereof. 5. Miscellaneous. a. Notices. All notices, demands, and requests which mayor are required to be given by either party to the other shall be in writing and shall be deemed to have been properly given when sent postage pre-:-paid by registered or certified mail (with return receipt requested) addressed as follows: If intended for GGHF: Georgia Golf Hall of Fame Board of Directors c/o Ms. Dianne Swain Executive Director Georgia Golf Hall of Fame PO Box 1648 Augusta, GA 30903 If intended for Augusta: Fred Russell, Administrator Augusta, GA Eighth Floor, Municipal Bldg (11) 530 Greene Street Augusta, Georgia 30911 Either party may change the address and name of addressee to which subsequent notices are to be sent by notice to the other given as aforesaid. b. Covenants Bind and Benefit Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, however, that no one shall have any benefit or acquire any rights under this Agreement pursuant to any conveyance, transfer, or assignment in violation of any of its provisions. c. Governing Law. This Agreement shall be governed by and construed according to the laws of the state of Georgia. d. Entire Agreement. This Agreement contains the entire agreement of the parties, and no representations, inducements, promises or agreements, oral or otherwise, between the parties not embodied herein shall be of any force or effect. No failure of either party to exercise any power given it hereunder, or to insist upon strict compliance by either party of any obligations hereunder, and no custom or practice of the parties at variance with the terms hereof shall constitute a waiver of either party's right to demand exact compliance with the terms hereof. 4 This Agreement has been executed by the Georgia Golf Hall of Fame Authority and Augusta, Georgia by and through their authorized officials this 8th day of November, 2007. By: AUTHORITY . Persons, GGHF Chairman of the Board Attest: ~~ Dianne Swain, GGHF Executive Director AUGUSTt!(~GJA d'r() By: ~ ~ ~~ David S. Copenhav r Mayor._. ..~-}~ -- Attest: 5