HomeMy WebLinkAboutSouthTrust Bank of GA.
Augusta Richmond GA
DOCUMENT NAME:
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DOCUMENT TYPE:
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YEAR: / 99 &
BOX NUMBER: d-
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FILE NUMBER: c:Toc:7'
NUMBER OF PAGES:
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A1!ll~~t~= JR?nceIh1mmco)Imcdl CC<ID1!llnnty CC<ID~n ~~n<IDnn=CCccD1!llnncein
ROOM 001 . CITY-COUNTY MUNICIPAL BLDG. (11)
AUGUSTA, GEORGIA 30911
Bus. (706) 821-2488
Fax No. (706) 722-5984
. LEE BEARD
ULMER BRIDGES
JERRY BRIGHAM
HENRY H. BRIGHAM
WILLIAM B, KUHLKE, JR.
WM, "IMLLIE" H. MAYS, III
J.B. POWE.L
MOSES TODD
ROBERT ZETTERBERG
LINDA W. BEAZLEY
Administrator - Administration
LARRY E. SCONYERS
Mayor
FREDDIE L. HANDY
Mayor Pro Tern
November 6, 1996
CHARLES DILLARD
Administrator - Oper~tions
JAMES B. WALL
Attomey
Ms. Lena Bonner
Clerk, Commission
8th Floor, City-County Bldg. (11)
Augusta, GA 30911
Reply to:
P.O. BOX 2125
Augusta, GA 30903
Dear Lena:
I am enclosing a fully executed copy of the Settlement
Agreement between SouthTrust. Bank of GA and Augusta Aviation
Commission for including in the permanent records of Augusta-
Richmond County. Please note that the signature page had one
handwritten change, which I have initialed and which SouthTrust has
initialed. In the event that you kept a copy when you forwarded it
to me earlier, that copy needs to be replaced with the copy
enclosed herewith.
Thanking you and with best personal regards, I am
Yours very truly,
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James B. Wall I~
JBWjsjp
Enclosure
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STATE OF GEORGIA
SETTLEMENT AGREEMENT
RICHMOND COUNTY
This Agreement, made and entered into as of this 1st day of
September, 1996 by and between SouthTrust Bank of Georgia, N.A, as
successor~~to Bankers FiEst Savings Bank, F,S.B" hereinafter
referred to as "SouthTrust" and the Augusta-Richmond County
commission Council as successor to the City Council of Augusta
acting by and through the Augusta Aviation Commission, hereinafter
referred to as the "Aviation Commission" and HLC Hotels Inc"
hereinafter referred to as "HLC"; and
witnesseth that:
WHEREAS, SouthTrust is the successor to the lessee of certain
property Bush Field Airport in Augusta, Richmond County, Georgia,
pursuant to a certain Hotel Lease dated December 28, 1961 entered
into between The City Council of Augusta by and through The Augusta
Aviation Commission as lessor and Continental Airport Hotels, Inc.
as lessee, as amended; said Hotel Lease with all subsequent
amendments thereto being referred to herein as the '''Hotel Lease";
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and
WHEREAS, a dispute' has arisen between SouthTrust and the
Aviation Commission as to certain alleged breaches of certain
material terms of said lease by the lessee and its successors and
as to the permitted use of the property covered by said lease; and
WHEREAS, in order to compromise and settle all such disputed
issues, the parties hereto desire to terminate the said Hotel Lease
as of September 1, 1996 and release each other from all past,
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present and future obligations pursuant to said lease on the terms
and conditions herein after set forth.
NOW, THEREFORE, FOR AND IN CONSIDERATION of the premises and
the mutual covenants hereinafter set forth, the benefits and
detriments flowing to a~ from each of the parties hereto, the
parties hereto do hereby agree as follows:
1. That simultaneously with the execution of this Agreement,
SouthTrust shall convey and deliver to the Aviation Commission free
and clear of any lien or encumbrance all furnishings, fixtures,
equipment and other personal property used in the operation of the
hotel and/or restaurant on the leased premises covered by the Hotel
Lease, including, specifically but not exclusively, the items of
personalty listed on that document consisting of three pages
entitled "FF&E Inventory - August Bush Field" attached as Exhibit
~ hereto. At the time possession of such property is delivered to
the Aviation Commission, it shall be in its present working
condition, fair wea~ and tear excepted except for our burner stove
and one char broiler listed as "Restaurant Equipment", one computer
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and one printer listed under the "Desk and Office" equipment
category, 2 of the 114 television sets and 33 of the 114 air
conditioning units ("A/Cs") listed under the "Rooms" category and
one washer and one dryer listed under the "Laundry" category on
said Exhibit A which is not 9urrently operable and is being sold
"as is"; it being the intention of the parties hereto that risk of
loss of said property shall be borne by SouthTrust until such time
as said property is actually delivered into possession of the
Aviation Commission,
SouthTrust shall assign to the Aviation
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commission all existing warranties,
if any,
issued by any
manufacturer with respect to any such property to the extent that
such assignment is permitted by the terms of any such warranty.
2. simultaneously with the execution of this agreement,
SouthTrust shall deliver....to the Aviation Commission either the
originals or copies of all guest registers, customer lists and any
and all other books, records, equipment and supplies utilized by
SouthTrust or its agent, HLC, in the operation of the hotel covered
by the Hotel Lease,
3, That all rental payments becoming due and payable under
the terms of said lease on or before September 1, 1996, (when
possession of the leased premises and the personalty referred to
herein is to be delivered to the Aviation Commission by SouthTrust)
shall be paid in full within thirty days after said date.
4. The Aviation Commission shall have the option to enter
into a contract with HLC, the agent currently operating the hotel
on the leased premises on behalf of SouthTrust, on a month-to-
month basis for a period of up to 180 days after September 1, 1996
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upon the same terms and conditions as are set forth in the existing
contract dated March 28, 1995 between SouthTrust's predecessor,
Bankers First Savings Bank, F.S.B., and HLC, a copy of which is
attached hereto as Exhibit Bi provided, however, that the Aviation
commission shall have the right to terminate such contract with or
without cause, at any time in its sole and uncontrolled discretion
upon thirty (30) days advance written notice to HLC. HLC joins in
this agreement solely for the purpose of evidencing its agreement
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to enter into such an agreement with the Augusta Aviation
Commission.
5, SouthTrust hereby represents and warrants that it is the
owner of all property to be conveyed or delivered to the Aviation
commission under the ter~of this agreement and such property is
free and clear of any liens or encumbrances.
SouthTrust further
warrants that there are no claims or causes of action, either
pending or threatened, against either SouthTrust, Bankers First
Savings Bank, N. A. ("Bankers First") or any of i ts pr~decessor
lessees in any way related to or arising out of the operation of
said hotel.
SouthTrust does hereby agree to indemnify and hold
forever harmless the Augusta Aviation Commission, the Augusta-
Richmond County Commission council and their members, mayor-
chairman, employees, agents, successors and assigns, from liability
for any and all claims or causes of action, at law or in equ~ty,
in any way related to or arising out of the operation of said hotel
on the leased premises or arising out of any occurrence, error or
omission or any contractual or other obli~ation or indebtedness to
any third party alleged to have occurred or been incurred by
SouthTrust or its predecessor-lessees prior to the date possession
of the leased premises and the said property is delivered to
Aviation Commission,
6, That said Hotel Lease shall terminate as of September 1,
1996 and the parties hereto shall have no other or further
obligations or responsibilities to each other under the provisions
of said lease after said date except as otherwise specifically set
forth herein.
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7.
The Augusta-Richmond County Commission
Aviation Commission shall pay to SouthTrust the total sum of
$140,000,00
upon the date of c_ommencement of any. lease of the
leased premises by the Aviation Commission and the Augusta-Richmond
County Commission Council to any third party or parties or December
31, 1996.
8. That this agreement represents the entire agreement of
the parties hereto and the terms of this agreement may not be
changed or modified in any way without the express written consent
of the parties hereto,
9, That this agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors,
legal representative and assigns,
In witness whereof, the parties hereto have hereunto caused
their proper officers to execute these presents and affix their
respective seals hereto on the day and year above written as the
date of these presents.
TY COMMISSION COUNCIL
By:
Attest:
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AUGUSTA AVIATION COMMISSION
By:/~6.~
As its Chairman
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SOUTHTRUS
By:
As
Attest:
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EXHIBIT A
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FF & E INVENTORY - AUGUSTA BUSHFIELD
Restaurant Equipment
2 ice machines
1 steam and hold table
2 fryers
2 steam tables
1 salad bar
1 bun warmer
1 dishwasher
1 refrigerator with glass door
2 steam pots
1 microwave over (commercial type)
1 meat slicer
1 commercial style mixer
1 refrigerator
1 double door refrigerator
1 single door refrigerator
3 under counter coolers
1 cooler w/glass door (small) - Doesn't Work
1 convention oven
1 freezer
2 6 burner stove
2 chari broiler
121 chairs
37 tables
3 high chairs
6 booths
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Bar
3 coolers
1 refrigerator
12 bar stools
Conference Room
106 chairs
28 tables
2 podiums
ITV
1 slide projector
1 video cassette player
1 portable dance floor
1 chalkboard
I amplifier
Lobbv
2 sofas
2 chairs
I 46" TV
2 tables
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I desk
I drop leaf table
3 small side tables
2 tables
Desk and Office
3 computer (2 work)
3 printers (2 work)
3 desks
5 desk chairs
4 bookcases
I Mitel SX200 phone system
1 fax machine
Maintenance Equipment
Rooms
Billy Goat
Weedeater
hedge trimmer
blower
golf cart - In bad shape
lawn mower
air conditioner reclaimer unit
battery charger
pressure washer
portable pool pump
key cutting machine
aIr compressor
table vice
114 TV's (46 - 25",68-19")
29 microwave and refrigerator
26 refrigerator (in suites & rooms)
114 drapes
116 double beds
27 king beds
228 sled chairs
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27 king bedspreads
116 double bedspreads
141 night stands
114 guest tables
114 alc's
114 credenzas
114 floor lamps
228 wall lamps
114 clothes racks
228 pictures
116 double headboards
114 mirrors
15 king headboards
12 suite headboards/cases
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Laundry
3 washers (2-50#, 1-75#) (2 work)
3 dryers
8 maid carts
Grounds
2 ice machines
Pool
47 chairs
5 tables
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EXHIBIT B
MANAGEMENT AGREEMENT
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THIS AGREEMENT, made this 28th day of March, 1995, between Bankers First Savings
Bank, FSB, (hereinafter referred to as "OWNER"), and ffi...C Hotels, Inc., a corporation
organized and existing under the laws of the State of Georgia (hereinafter referred to as
" AGENT"),
WITNESSETH THAT:
Whereas, Owner and Agent desire to enter into an agreement for the management and
operation of the Hotel (as hereinafter defined), by Agent, upon the terms and conditions
hereinafter set forth;
NOW THEREFORE, in consideration of the mutual covenants herein contained, Owner
and Agent agree as follows:
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ARTICLE I
Engagement of A~ent to Operate Hotel
Owner hereby hires and engages Agent as the exclusive operator and manager of the
Masters Inn-Augusta Airport, a hotel/motel comprised of 164 rental units (115 rentable, 49 non-
rentable barracks) located at Bush Field Airport, Augusta, Georgia, (hereinafter the "Hotel"), and
Agent agrees to operate and manage the Hotel pursuant to the terms and conditions hereinafter
set forth.
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ARTICLE II
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Term
The term of the agreement ("Term of Contract ") shall be for a period of one (1) year,
commencing on March 28, 1995 and continuing through March 27, 1996, together with any
renewal terms as herein provided. This agreement may be renewed for additional terms upon the
mutual agreement of both the Owner and the Agent provided this agreement is not otherwise
terminated as herein provided.
ARTICLE III
Purpose
The primary purpose for which this agreement is being made is to employ Agent to
provide management services in connection with the operation and management of the Hotel and
related facilities for the account of Owner and, so far as is econ~mically and legally possible, in
accordance with the same procedures, practices, management technique and other rules of
operation used by similar hotels and those managed by Agent for the account of others.
ARTICLE IV
Services and Duties of Agent
In connection with the general authority of Agent to operate the Hotel hereinafter set forth, the
Agent shaH render and perform the foHowing specific services and duties:
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(a) Act as the sole and exclusive manager of the Hotel and perform,
direct and control the management and operation of the Hotel in
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accordance with prevailing industry standards for a hotel of
comparable location and facilities;
(b) Establish prices and rate schedules for guest units, meeting rooms,
commercial space, food, beverages and other saleable or rentable
items comprising the Hotel or its business;
(c) Negotiate, execute, and deliver, on behalf of Owner, concession
agreements for stores, office or lobby space, or other rooms or
rental space comprising a portion of the Hotel provided that no
such lease shall be for a term greater than the term of this
agreement without the written consent of Owner;
(d) Apply for, obtain and maintain in the name of alld at the expense
of Owner or its designees, all licenses and permits required of
Owner or Agent in connection with the management and operation
of the Hotel. Owner agrees to cooperate fully with Agent in the
procurement and maintenance of such licenses and permits and to
provide to Agent such information and ancillary documentation as
Agent shall request in connection with procuring and maintaining
such licenses or permits. In the event such licenses or permits
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cannot be obtained or maintained, then this agreement shall
tenninate at the option of Agent ten (10) days after written notice
to Owner of the exerciseof such option to tenninate by
Agent;
(e) Supervise and attend to all advertising and promotional matters
pertaining to the Hotel. As part of the annual operating budget
submitted to Owner by Agent pursuant to the tenns of
Article IV (m) hereof, Agent shall submit an annual promotional
and advertising budget to Owner;
(f) Hire, discharge, suspend, discipline and compensate all employees
of Masters Inn Augusta Airport, necessary in Agent's sole discretion for
the efficient operation of the Hotel ("Operating Employees") and
direct and supervise their work. Owner shall have neither right
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nor obligation to supervise their work. Owner shall have neither
right nor obligation to supervise, hire or discharge such employees.
The wages, salaries and all additional remuneration to such
Operating Employees, whether direct or indirect, and expenses
incurred with the hiring and maintenance of the staff of Operating
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Employees shall be an operating expense of the Hotel. Agent
will do whatever is required by the laws of the state where the
Hotel is located to comply with any federal or state withholding
tax, Social Security, unemployment, or workers compensation
laws existing or enacted in the future for the benefit of or affecting
such employees;
(g) Make, or cause to be made, all ordinary maintenance, repairs and
alterations to the Hotel and plan and supervise changes in the decor
of the Hotel, and purchase such building maintenance and janitorial
supplies as are necessary and appropriate for the operation of the
Hotel, paying all bills therefore on behalf of Owner, and giving
Owner the benefit of all discounts;
(h) Report immediately to Owner any and all accidellts or claims for
damage resulting to the Hotel including any damage thereto or
destruction thereof and provide Owner with written notice of such
event or occurrence within seventy-two (72) hours thereafter.
Agent shall cooperate and make any and all reports required by any
insurance company in connection therewith;
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(i) Immediately upon receipt, deposit all funds collected from the
operation of the Hotel in a special account or accounts with a
bank or banks approved ?l Owner. Agent shall designate the
individual signatories on such account or accounts and authority
to draw on such accounts shall be limited to the Agent acting by
and through its duly authorized representatives. Agent shall pay
operating expenses, as well as Agent's fees, from such accounts;
G) Immediately upon service of legal or other process upon the Agent
which process affects or might affect Owner or the Hotel, Agent
shall send such process to the attention of the Owner at the address
for Owner hereinafter set forth or as Owner otherwise directs in
writing;
(k) Deliver to Owner, no later than the 20th day of each month, a
detailed statement of income and expenditures made in connection
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with the operation of the Hotel for the period ending on the last day
of the previous month. Agent shall be responsible for maintaining such
records as shall confonn to the American Hotel and Motel Associations'
Unifonn System of Accounts;
(I) Procure and submit to Owner for payment by Owner in advance of the
due date thereof, all tax bills and assessments relating to the Hotel
and assist owner in obtaining fair ta.x assessments for the Hotel, at
Owner's sole expenses:
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(m) Prepare and submit to Owner an annual operating budget as provided
herein;
(n) Arrange for, in the Hotel's name, all water, electrical, gas, fuel oil,
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telephone, vermin extermination, trash removal and other necessary
services for the operation of the Hotel and purchase, upon credit of
the Hotel, all food, beverages, operating supplies and other
expendables necessary for use in the proper operation of the Hotel;
(0) Provide all such services and functions as might reasonably be
expected of a professional hotel management company's central
office, including, but not limited to: supervision, operational analysis,
personnel recruitment, contract negotiation, administrative and
clerical functions, purchasing and all other reasonable and normal
management functions at no cost to Owner other than the fees set
forth herein;
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(p) Agent shall pay the wages or other compensation of its own employees
who are engaged in the performance of duties imposed under this
Agreement, except that Owner shall pay to Agent all reasonable travel
and other out-of-pocket expenses incurred by Agent's employees in
performing the duties undertaken by or rights granted to Agent in this
Agreement. Agent shall have sole discretion, which shall not be
unreasonable exercised, to determine the advisability of such travel.
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(q) Agent agrees he will not collect or charge any undisclosed fee,
rebate or discount, and if any such should be received by Agent,
these will be credited to''the account of the Owner, but the Agent
shall from time to time be entitled to collect or disburse on a
proportionate basis shared costs for operating and/or marketing
programs developed by the Agent with any other motels managed
by the Agent;
(r) The reasonable and necessary costs, fees, compensation, and other
expenses of any persons engaged by Owner or Agent to perform
duties of a special nature, directly related to the Property, including
but not limited to, attorneys, auditors and the like, shall be operating
expenses of the Hotel;
(s) Agent agrees to provide payroll processing services, for a monthly fee
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of $250.00.
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ARTICLE V
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Fees
Owner agrees that for the Term of Contract or any extension thereof, Owner
shall pay Agent in legal United States currency in consideration of and as remuneration
for management services provided hereunder, the management fees as set forth in
Schedule A, attached hereto and incorporated by reference hereto.
Said compensation shall be computed and payable on a monthly basis. Agent
shall have the authority to withdraw from time to time from the Working Capital of the
Hotel the amount of compensation to which it is entitled as provided for herein. All
revenues remaining after payment of all cash expenses of operation of the Hotel and
after payment to Agent of all sums to which it is entitled under this agreement shall
belong to the Owner.
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ARTICLE VI
Relationship of the Parties
All duties performed by Agent under this agreement shall be performed as an
independent contractor. Nothing in this agreement shall be construed as creating a
partnership or any other relationship between Agent and Owner except that of
independently contracting parties or as requiring Agent to bear any portion of losses
arising out of or connected with the ownership or operation of the Hotel.
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ARTICLE VlI
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Insurance
Owner agrees that during the Term of Contract, and any extensions thereto,
it will contract for and carry insurance in the minimum amounts deemed necessary by
the Owner and Agent for the protection of the interests of Owner and Agent. Agent
agrees to obtain quotations on such insurance coverages from qualified insurers on
Owner's behalf and at Owner's expense.
ARTICLE VlII
Interruption of Operations
In the event that the Hotel shall be damaged by fire, wind, or any Act of God
to such an extent that Owner decides not to rebuild, this management agreement may be
terminated by either party hereto upon thirty (30) days' written notice after the
decision not to rebuild has been made or should have been madEtin the exercise of
reasonable diligence, but in any event not later than sixty (60) days following the
occurrence of such damage.
In the event that due to war, riot or insurrection, the operation of the Hotel
is not feasible according to accepted practices of good hotel operations, Agent will
be permitted to close the Hotel for a period of up to and including one hundred
twenty (120) days and be freed during this time from operating
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such Hotel other than such services as are necessary for protection and basic
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maintenance of the property.
If at the end of the one hundred twenty (120) days the conditions that caused
the intenuption of operations have not ceased or improved sufficiently to permit the
operation of the Hotel in accordance with this agreement, this management agreement
may be terminated by either party hereto upon fifteen (15) days written notice.
ARTICLE IX
Termination
It is agreed that, if either Owner or Agent defaults in performing any of his or its
obligations under this agreement and fails to correct or remedy such default within ninety
(90) days after written notice thereof the other party may terminate this agreement, but
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for the purpose of this paragraph the defaulting party shall be deemed to have terminated
this agreement. Owner's or Agent's waiver of any breach or failure to enforce any of the
terms and conditions hereof shall not in any way affect, limit or waive Owner's or Agent's
right, respectively, at any time to enforce strict compliance with such terms or conditions.
Notwithstanding any provisions of this agreement, either Owner or Agent may
terminate this agreement in the following cases:
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(a) In case Owner sells, leases or otherwise disposes of the Hotel,
this agreement may terminate upon the closing date of the sale
or lease transaction. In4fhe event of sale or disposal, Agent shall
receive a termination fee equal to one months management fee
as computed in Article V of this Agreement, for it's services in
preparation and finalizing all closing summaries and financial
statements relating to the disposal. This termination fee is due
and payable upon the date of disposal;
(b) In case a receiver or trustee has been appointed to either Owner
or Agent on behalf of creditors for insolvency or bankruptcy.
ARTICLE X
Laws and Ordinances
Agent agrees that it wiIl at all times conduct the busine~ of the Hotel
Premises in a lawful manner and in fuIl compliance with all governmental laws,
ordinances, rules and regulations and that Agent will, provided that sufficient funds
are available, comply with all such governmental laws, ordinances, rules and
regulations as may be applicable to the business conducted by Agent on the Hotel
premises pursuant hereto, any payments or obligations in connection therewith
being considered as expenses of operation.
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AR TrCLE XI
Charges
It is agreed that Agent shall not"be liable to third parties for any debts,
liabilities or obligations of the Hotel by virtue of its management, supervision,
control and operation of said property for Owner. Agent shall be liable only to
Owner for the faithful performance of Agent's obligations under this agreement.
ARTICLE XII
Records
All books, cards, registers, receipts, documents and any other papers connected
with the operation of the property in the custody of Agent, are and shall remain the
property of Owner, and shall at any and all reasonable times during normal working
hours be open and freely exhibited to Owner or an officer of duly authorized
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representative of the Owner, for the purpose of examination and/or audit.
ARTICLE XIII
Entire Agreement
All prior conversations, discussions and agreements between the parties herein
are hereby merged into and set forth in writing as part of this agreement, which shall
constitute the entire agreement between the parties. In particular, Owner acknowledges
that there have been no representations, inducements, promises or agreements made by
Agent other than those set forth herein.
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The Agent's authority shall be derived solely from this agreement and the
Agent has no authority to act for, or represent the Owner except as herein specified.
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However, Agent is hereby authorized to employ independent contractors and/or agents,
at Owner's expense to perform any and all acts necessary to carry out the above responsibilities.
ARTICLE XIV
Interruption of Operations
Any provision of this agreement prohibited by law or invalidated by court decree in any
locality or state shall remain effective within states and localities where not prohibited by
law or invalidated by court decree.
The construction, interpretation and performance of this agreement shall be
governed by the laws of the State of Georgia.
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ARTICLE XV
Notice
All written notices from either party to the other shall be considered given upon
delivery, by United States Mail, return receipt requested, to:
BANKERS FIRST SAVINGS BANK, FSB
ATTN: L. Phillip Christman, II
785 Broad Street
Augusta, GA 30913
HLC Hotels, Inc.
Attn: 1. Roger Hammond
7080 Abercorn Street
Savannah, GA 31406
IN WITNESS HEREOF, The Parties hereto have executed this agreement
as of the day and year first above written.
AS OWNER:
BANKERS FIRST SAVINGS BANK
BYY 1i-!iujt:~
Title: S, V. ,
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Title:~~
(Corporate Seal)
Title: ~Il... -Jlt:./f VlUo$l!),.......<'
(Corporate Seal)
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SCHEDULE A
Agent's Compensation
As compensation for the services to be rendered hereunder, Owner shall pay
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Agent on the first day of each month, during the T enn of Contract or any extension
thereof, a basic fee equal to 5% of the Gross Revenues as defined or qualified in
Schedule A-I, with a minimum monthly management fee of$3,500.00.
SCHEDULE A-I
Computation of Revenue
The tenn "Revenue" as used herein, shall mean all revenue of any and every
kind, derived directly or indirectly for the operation of the Hotel, including revenues
from the rental of guest units, food and beverage revenues, and rental or other
payments from lessees, or concessionaires, (but not the gross receipts of such lessees or
concessionaires), along with rentals and revenues derived from any and all other departments
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which are under the supervision of Agent, and deemed part of the overall Hotel operation.
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LAW OFFICES OF
CAPERS, DUNBAR, SANDERS & BRUCKNER
PAUL H. DUNBAR. III
E, FREDERICK SANDERS
ZIVA P. BRUCKNER (ALSO S.C.I
CARL P. DOWLING
1500 FIRST UNION BANK BUILDING
699 BROAD STREET
AUGUSTA, GEORGIA 30901-1454
17061722,7542
TELECOPJER 17061724-7776
OF COUNSEL:
JOHN D. CAPERS
September 27, 1996
Honorable Larry E. Sconyers
Mayor, Augusta-Richmond County
Commission-Council
Augusta-Richmond County
Municipal Building
Augusta, Georgia 30911
Re: Bankers First Savings Bank, F.S.B. (n/k/a SouthTrust
Bank of Georgia, N.A.) vs. The City Council of
Augusta and Augusta Aviation Commission
Superior Court of Richmond County, Georgia
Civil Action File No. 94-RCCV-116
Dear Larry:
Subj ect to Augusta-Richmond County Commission-Council' s
approval, the Augusta Aviation Commission has arrived at a proposed
resolution of the issues involved in the above referenced lawsuit
together with a number of other disputed issues involving the lease of
the hotel facility at Bush Field Airport formerly known as the
Continental Airport Hotel which is currently being operated as a
Masters Inn.
The lease in question was originally entered into in 1961,
and it has been amended on numerous occasions since that time. Several
years ago, Bankers First (now known as SouthTrust Bank of Georgia,
N.A.) foreclosed on the lease and began operating the hotel in an
effort to recover the balance of a loan it had made to the original
tenant. To the best of my recollection, the tenant's loan balance was
approximately $1,200,000.00 at that time.
On several occasions after it took over the operation of the
hotel, Bankers First approached the Aviation Commission and offered to
cancel the lease and deliver the leasehold property (including the
"new" motel building which had been constructed by the tenant on the
property and all furnishings, fixtures, equipment, etc. located
therein) to the city in exchange for the City's paying to Bankers First
the loan balance of approximately 1.2 million dollars. The requested
payment was considered to be excessive and the proposal was rejected.
Honorable Larry E. Sconyers
September 27, 1996
Page 2
On subsequent occasions, Bankers First made similar settlement offers
for lesser amounts of money, the last of which I believe was around
$600,000. These offers were also rejected.
On February 4, 1994 Bankers First filed suit in the Superior
Court of Richmond County seeking to obtain a ruling from the Court
(commonly referred to as a "declaratory judgment") that under the terms
of the lease, Bankers First as tenant could tear down the two older
hotel buildings, which had formerly been Army Air Corps barracks
buildings, and convert the property on which they were located into a
commercial parking lot. The City opposed this action and took the
legal position that the lease agreement did not permit this to be
done. After conducting a hearing and reviewing the lease, the Superior
Court of Richmond County ruled in favor of the City. Bankers First
attempted to appeal the decision to the appellate Court but was
unsuccessful.
As a result of the failure of the former tenant and the bank
to maintain the property and to pay the rent in a timely fashion as
required by the lease, suit was filed to evict the tenant and collect
the unpaid rent. Within a few days after the suit was filed, Bankers
First brought the rent current, but the necessary maintenance which the
landlord contends is required by the lease has not been done. This
suit is currently pending.
Having failed in its litigation attempt and facing possible
eviction, SouthTrust approached the Aviation Commission with yet
another settlement proposal. In this proposal, SouthTrust basically
agreed to cancel the lease and convey to the landlord free and clear
of any lien or incumbrance, all furnishings, fixtures, equipment and
other personal property used in connection with the operation of the
hotel and restaurant on the leased premises together with all guest
registers, customer's lists and other books and records necessary to
operate the hotel in consideration of the sum of $l40, 000. The
proposal further provided that the sum of $l40,000 would not have to
be paid by the Aviation Commission until December 31, 1996 or at such
time as the hotel property was leased to another tenant. The Augusta
Aviation Commission believes that this settlement is in the best
interest of the taxpayers and it has the funds available to pay the
$140,000 settlement if necessary. From discussions with other
potential tenants, the Aviation Commission believes a new tenant would
be willing to pay at least $140,000 to take over the lease with the
furnishings and equipment: In the meantime, the Aviation Commission
plans to continue to operate the motel using the services of the
management company which currently operates the motel for SouthTrust.
I am forwarding to you enclosed herewith a copy of a
proposed settlement agreement which sets forth in detail the terms of
the proposed settlement which I have generally outlined above. It is
respectfully requested that this matter be placed upon the next agenda
for consideration by the Augusta-Richmond County Commission-Council and
Honorable Larry E. Sconyers
September 27, 1996
Page 3
any appropriate committee (s) . If you or any other member of the
Commission Council have any questions concerning this matter, Ed
Skinner, Steve Atha or I will be happy to answer them for you.
With all best wishes, I remain,
yours,
PHD,III/tls
Enclosure
cc: Mr. Edward B. Skinner (w/o enc.)
Mr. Steve T. Atha (w/o enc.)
Mr. James B. Wall (w/enc.)
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STATE OF GEORGIA
SETTLEMENT AGREEMENT
RICHMOND COUNTY
This Agreement, made and entered into as of this 1st day of
September, 1996 by and between SouthTrust Bank of Georgia, N,A. as
\~
successor to Bankers First Savings Bank, F.S,B" hereinafter
referred to as "SouthTrust" and the Augusta-Richmond County
commission Council as successor to the City Council of Augusta
acting by and through the Augusta Aviation Commission, hereinafter
referred to as the "Aviation Commis,s.ion" and HLC Hotels Inc.,
hereinafter referred to as "HLC";_and
Witnesseth that:
WHEREAS, SouthTrust is the successor to the lessee of certain
property Bush Field Airport in Augusta, Richmond County, Georgia,
pursuant to a certain Hotel Lease dated December 28, 1961 entered
into between The City Council of Augusta by and through The Augusta
Aviation Commission as lessor and continental Airport Hotels, Inc.
as lessee, as amended; said Hotel Lease with all subsequent
amendments thereto being referred to herein as the "Hotel Lease";
and
WHEREAS, a dispute has arisen between SouthTrust and the
Aviation Commission as to certain alleged breaches of certain
material terms of said lease by the lessee and its successors and
as to the permitted use of the property covered by said lease; and
WHEREAS, in order to compromise and settle all such disputed
issues, the parties hereto desire to terminate the said Hotel Lease
as of September 1, 1996 and release each other from all past,
.' ,
present and future obligations pursuant to said lease on the terms
and conditions herein after set forth,
NOW, THEREFORE, FOR AND IN CONSIDERATION of the premises and
the mutual covenants hereinafter set forth, the benef its and
detriments flowing to and from each of the parties hereto, the
parties hereto do hereby agree as follows:
1, That simultaneously with the execution of this Agreement,
SouthTrust shall convey and deliver to the Aviation Commission free
and clear of any lien or encumbrance all furnishings, fixtures,
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equipment and other personal property used in the operation of the
hotel andlor restaurant on the leased premises covered by the Hotel
Lease, including, specifically but not exclusively, the items of
personalty listed on that document consisting of three pages
entitled "FF&E Inventory - August Bush Field" attached as Exhibit
~ hereto. At the time possession of such property is delivered to
the Aviation Commission, it shall be in its present working
condition, fair wea~ and tear excepted except for our burner stove
and one char broiler listed as "Restaurant Equipment", one computer
and one printer listed under the "Desk and Office" equipment
category, 2 of the 114 television sets and 33 of the 114 air
conditioning units ("A/Cs") listed under the "Rooms" category and
one washer and one dryer listed under the "Laundry" category on
said Exhibit A which is not currently operable and is being sold
"as is"; it being the intention of the parties hereto that risk of
loss of said property shall be borne by SouthTrust until such time
as said property is actually delivered into possession of the
Aviation Commission,
SouthTrust shall assign to the Aviation
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commission all existing warranties,
if any,
issued by any
manufacturer with respect to any such property to the extent that
such assignment is permitted by the terms of any such warranty.
2. Simultaneously with the execution of this agreement,
SouthTrust shall deliver to the Aviation Commission either the
originals or copies of all guest registers, customer lists and any
and all other books, records, equipment and supplies utilized by
SouthTrust or its agent, HLC, in the operation of the hotel covered
by the Hotel Lease.
3. That all rental payments becoming due and payable under
the terms of said lease on or before September 1, 1996, (when
possession of the leased premises and the personalty referred to
herein is to be delivered to the Aviation Commission by SouthTrust)
shall be paid in full within thirty days after said date.
4. The Aviation Commission shall have the option to enter
into a contract with HLC, the agent currently operating the hotel
on the leased premises on behalf of SouthTrust, on a month-to-
month basis for a period of up to 180 days after September 1, 1996
upon the same terms and conditions as are set forth in the existing
contract dated March 28, 1995 between SouthTrust's predecessor,
Bankers First savings Bank, F.S.B., and HLC, a copy of which is
attached hereto as Exhibit Bi provided, however, that the Aviation
commission shall have the right to terminate such contract with or
without cause, at any time in its sole and uncontrolled discretion
upon thirty (30) days advance written notice to HLC. HLC joins in
this agreement solely for the purpose of evidencing its agreement
to enter into such an agreement with the Augusta Aviation
Commission,
5. SouthTrust hereby represents and warrants that it is the
owner of all property to be conveyed or delivered to the Aviation
Commission under the term of this agreement and such property is
free and clear of any liens or encumbrances. SouthTrust further
warrants that there are no claims or causes of action, either
pending or threatened, against either SouthTrust, Bankers First
Savings Bank, N. A. ("Bankers First") or any of its predecessor
lessees in any way related to or arising out of the operation of
said hotel, SouthTrust does hereby agree to indemnify and hold
forever harmless the Augusta Aviation Commission, the Augusta-
Richmond County Commission Council and their members, mayor-
chairman, employees, agents, successors and assigns, from liability
for any and all claims or causes of action, at law or in equity,
in any way related to or arising out of the operation of said hotel
on the leased premises or arising out of any occurrence, error or
omission or any contractual or other obligation or indebtedness to
any third party alleged to have occurred or been incurred by
SouthTrust or its predecessor-lessees prior to the date possession
of the leased premises and the said property is delivered to
Aviation Commission,
6, That said Hotel Lease shall terminate as of September 1,
1996 and the parties hereto shall have no other or further
obligations or responsibilities to each other under the provisions
of said lease after said date except as otherwise specifically set
forth herein.
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7. The Augusta-Richmond County Commission Council and the
Aviation Commission shall pay to SouthTrust the total sum of
$140,000.00 upon the date of commencement of any lease of the
leased premises by the Aviation Commission and the Augusta-Richmond
County Commission Council to any third party or parties or December
31, 1996.
8. That this agreement represents the entire agreement of
the parties hereto and the terms of this agreement may not be
changed or modified in any way without the express written consent
of the parties hereto.
9. That this agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors,
legal representative and assigns.
In witness whereof, the parties hereto have hereunto caused
their proper officers to execute these presents and affix their
respective seals hereto on the day and year above written as the
date of these presents.
Attest:
TY COMMISSION COUNCIL
By:
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AUGUSTA AVIATION COMMISSION
By:/~tf.~
As its Chairman
SOUTHTRUS
By:
As
Attest:
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Bar
EXHIBIT A
FF & E INVENTORY - AUGUSTA BUSHFIELD
Restaurant Equipment
2 ice machines
1 steam and hold table
2 fryers
2 steam tables
1 salad bar
1 bun warmer
1 dishwasher
1 refrigerator with glass door
2 steam pots
1 microwave over ( commercial type)
1 meat slicer
1 commercial style mixer
1 refrigerator
1 double door refrigerator
1 single door refrigerator
3 under counter coolers
1 cooler w/glass door (small) - Doesn't Work
1 convention oven
1 freezer
2 6 burner stove
2 chari broiler
121 chairs
37 tables
3 high chairs
6 booths
3 coolers
1 refrigerator
12 bar stools
Conference Room
106 chairs
28 tables
2 podiums
1TV
1 slide projector
1 video cassette player
1 portable dance floor
1 chalkboard
1 amplifier
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Lobbv
2 sofas
2 chairs
1 46" TV
2 tables
4 chairs
I desk
1 drop leaf table
3 small side tables
2 tables
Desk and Office
3 computer (2 work)
3 printers (2 work)
3 desks
5 desk chairs
4 bookcases
1 Mitel SX200 phone system
1 fax machine
Maintenance EQuipment
Rooms
Billy Goat
Weedeater
hedge trimmer
blower
golf cart - In bad shape
lawn mower
air conditioner reclaimer unit
battery charger
pressure washer
portable pool pump
key cutting machine
air compressor
table vice
114 TV's ( 46 - 25", 68-19")
29 microwave and refrigerator
26 refrigerator (in suites & rooms)
114 drapes
116 double beds
27 king beds
228 sled chairs
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Laundry
Grounds
Pool
27 king bedspreads
116 double bedspreads
141 night stands
114 guest tables
114 alc's
114 credenzas
114 floor lamps
228 wall lamps
114 clothes racks
228 pictures
116 double headboards
114 mirrors
15 king headboards
12 suite headboards/cases
3 washers (2-50#, 1-75#) (2 work)
3 dryers
8 maid carts
2 ice machines
47 chairs
5 tables
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EXHIBIT B
MANAGEMENT AGREEMENT
THIS AGREEMENT, made this 28th day of March, 1995, between Bankers First Savings
Bank, FSB, (hereinafter referred to as "OWNER"), and HLC Hotels, Inc., a corporation
organized and existing under the laws of the State of Georgia (hereinafter referred to as
" AGENT"),
WITNESSETH THAT:
Whereas, Owner and Agent desire to enter into an agreement for the management and
operation of the Hotel (as hereinafter defined), by Agent, upon the terms and conditions
hereinafter set forth;
NOW THEREFORE, in consideration of the mutual covenants herein contained, Owner
and Agent agree as follows:
ARTICLE I
Engagement of Agent to Operate Hotel
Owner hereby hires and engages Agent as the exclusive operator and manager of the
Masters Inn-Augusta Airport, a hotel/motel comprised of 164 rental units (115 rentable, 49 non-
rentable barracks) located at Bush Field Airport, Augusta, Georgia, (hereinafter the "Hotel"), and
Agent agrees to operate and manage the Hotel pursuant to the terms and conditions hereinafter
set forth.
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ARTICLE II
Term
The term of the agreement (liT erm of Contract") shall be for a period of one (1) year,
commencing on March 28, 1995 and continuing through March 27, 1996, together with any
renewal terms as herein provided. This agreement may be renewed for additional terms upon the
mutual agreement of both the Owner and the Agent provided this agreement is not otherwise
terminated as herein provided.
ARTICLE III
Purpose
The primary purpose for which this agreement is being made is to employ Agent to
provide management services in connection with the operation and management of the Hotel and
related facilities for the account of Owner and, so far as is economically and legally possible, in
accordance with the same procedures, practices, management technique and other rules of
operation used by similar hotels and those managed by Agent for the account of others.
ARTICLE IV
Services and Duties of Agent
In connection with the general authority of Agent to operate the Hotel hereinafter set forth, the
Agent shall render and perform the following specific services and duties:
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(a) Act as the sole and exclusive manager of the Hotel and perform,
direct and control the management and operation of the Hotel in
accordance with prevailing industry standards for a hotel of
comparable location and facilities;
(b) Establish prices and rate schedules for guest units, meeting rooms,
commercial space, food, beverages and other saleable or rentable
items comprising the Hotel or its business;
( c) Negotiate, execute, and deliver, on behalf of Owner, concession
agreements for stores, office or lobby space, or other rooms or
rental space comprising a portion of the Hotel provided that no
such lease shall be for a term greater than the term of this
agreement without the written consent of Owner;
(d) Apply for, obtain and maintain in the name of and at the expense
of Owner or its designees, all licenses and permits required of
Owner or Agent in connection with the management and operation
of the Hotel. Owner agrees to cooperate fully with Agent in the
procurement and maintenance of such licenses and permits and to
provide to Agent such information and ancillary documentation as
Agent shall request in connection with procuring and maintaining
such licenses or permits. In the event such licenses or permits
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cannot be obtained or maintained, then this agreement shall
terminate at the option of Agent ten (10) days after written notice
to Owner of the exercise of such option to terminate by
Agent;
(e) Supervise and attend to all advertising and promotional matters
pertaining to the Hotel. As part of the annual operating budget
submitted to Owner by Agent pursuant to the terms of
Article IV (m) hereof, Agent shall submit an annual promotional
and advertising budget to Owner;
(f) Hire, discharge, suspend, discipline and compensate all employees
of Masters Inn Augusta Airport, necessary in Agent's sole discretion for
the efficient operation of the Hotel ("Operating Employees") and
direct and supervise their work. Owner shall have neither right
nor obligation to supervise their work. Owner shall have neither
right nor obligation to supervise, hire or discharge such employees.
The wages, salaries and all additional remuneration to such
Operating Employees, whether direct or indirect, and expenses
incurred with the hiring and maintenance of the staff of Operating
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Employees shall be an operating expense of the Hotel. Agent
will do whatever is required by the laws of the state where the
Hotel is located to comply with any federal or state withholding
tax, Social Security, unemployment, or workers compensation
laws existing or enacted in the future for the benefit of or affecting
such employees;
(g) Make, or cause to be made, all ordinary maintenance, repairs and
alterations to the Hotel and plan and supervise changes in the decor
of the Hotel, and purchase such building maintenance and janitorial
supplies as are necessary and appropriate for the operation of the
Hotel, paying all bills therefore on behalf of Owner, and giving
Owner the benefit of all discounts;
(h) Report immediately to Owner any and all accidents or claims for
damage resulting to the Hotel including any damage thereto or
destruction thereof and provide Owner with written notice of such
event or occurrence within seventy-two (72) hours thereafter.
Agent shall cooperate and make any and all reports required by any
insurance company in connection therewith;
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(i) Immediately upon receipt, deposit all funds collected from the
operation of the Hotel in a special account or accounts with a
bank or banks approved by Owner. Agent shall designate the
individual signatories on such account or accounts and authority
to draw on such accounts shall be limited to the Agent acting by
and through its duly authorized representatives. Agent shall pay
operating expenses, as well as Agent's fees, from such accounts;
(j) Immediately upon service of legal or other process upon the Agent
which process affects or might affect Owner or the Hotel, Agent
shall send such process to the attention of the Owner at the address
for Owner hereinafter set forth or as Owner otherwise directs in
writing;
(k) Deliver to Owner, no later than the 20th day of each month, a
detailed statement of income and expenditures made in connection
with the operation of the Hotel for the period ending on the last day
of the previous month. Agent shall be responsible for maintaining such
records as shall conform to the American Hotel and Motel Associations'
Uniform System of Accounts;
(I) Procure and submit to Owner for payment by Owner in advance of the
due date thereof, all tax bills and assessments relating to the Hotel
and assist owner in obtaining fair tax assessments for the Hotel, at
Owner's sole expenses:
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(m) Prepare and submit to Owner an annual operating budget as provided
herein;
(n) Arrange for, in the Hotel's name, all water, electrical, gas, fuel oil,
telephone, vermin extermination, trash removal and other necessary
services for the operation of the Hotel and purchase, upon credit of
the Hotel, all food, beverages, operating supplies and other
expendables necessary for use in the proper operation of the Hotel;
(0) Provide all such services and functions as might reasonably be
expected of a professional hotel management company's central
office, including, but not limited to: supervision, operational analysis,
personnel recruitment, contract negotiation, administrative and
clerical functions, purchasing and all other reasonable and normal
management functions at no cost to Owner other than the fees set
forth herein;
(p) Agent shall pay the wages or other compensation of its own employees
who are engaged in the performance of duties imposed under this
Agreement, except that Owner shall pay to Agent all reasonable travel
and other out-of-pocket expenses incurred by Agent's employees in
performing the duties undertaken by or rights granted to Agent in this,
Agreement. Agent shall have sole discretion, which shall not be
unreasonable exercised, to determine the advisability of such travel.
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(q) Agent agrees he will not collect or charge any undisclosed fee,
rebate or discount, and if any such should be received by Agent,
these will be credited to the account of the Owner, but the Agent
shall from time to time be entitled to collect or disburse on a
proportionate basis shared costs for operating and/or marketing
programs developed by the Agent with any other motels managed
by the Agent;
(r) The reasonable and necessary costs, fees, compensation, and other
expenses of any persons engaged by Owner or Agent to perform
duties of a special nature, directly related to the Property, including
but not limited to, attorneys, auditors and the like, shall be operating
expenses of the Hotel;
(s) Agent agrees to provide payroll processing services, for a monthly fee
of $250.00.
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ARTICLE V
Fees
Owner agrees that for the Term of Contract or any extension thereof, Owner
shall pay Agent in legal United States currency in consideration of and as remuneration
for management services provided hereunder, the management fees as set forth in
Schedule A, attached hereto and incorporated by reference hereto.
Said compensation shall be computed and payable on a monthly basis. Agent
shall have the authority to withdraw from time to time from the Working Capital of the
Hotel the amount of compensation to which it is entitled as provided for herein. All
revenues remaining after payment of all cash expenses of operation of the Hotel and
after payment to Agent of all sums to which it is entitled under this agreement shall
belong to the Owner.
ARTICLE VI
Relationship of the Parties
All duties performed by Agent under this agreement shall be performed as an
independent contractor. Nothing in this agreement shall be construed as creating a
partnership or any other relationship between Agent and Owner except that of
independently contracting parties or as requiring Agent to bear any portion of losses
arising out of or connected with the ownership or operation of the Hotel.
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ARTICLE VII
Insurance
Owner agrees that during the Term of Contract, and any extensions thereto,
it will contract for and carry insurance in the minimum amounts deemed necessary by
the Owner and Agent for the protection of the interests of Owner and Agent. Agent
agrees to obtain quotations on such insurance coverages from qualified insurors on
Owner's behalf and at Owner's expense.
ARTICLE VIII
Interruption of Operations
In the event that the Hotel shall be damaged by fire, wind, or any Act of God
to such an extent that Owner decides not to rebuild, this management agreement may be
terminated by either party hereto upon thirty (30) days' written notice after the
decision not to rebuild has been made or should have been made in the exercise of
reasonable diligence, but in any event not later than sixty (60) days following the
occurrence of such damage.
In the event that due to war, riot or insurrection, the operation of the Hotel
is not feasible according to accepted practices of good hotel operations, Agent will
be permitted to close the Hotel for a period of up to and including one hundred
twenty (120) days and be freed during this time from operating
.
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such Hotel other than such services as are necessary for protection and basic
maintenance of the property.
If at the end of the one hundred twenty (120) days the conditions that caused
the interruption of operations have not ceased or improved sufficiently to. permit the
operation of the Hotel in accordance with this agreement, this management agreement
may be terminated by either party hereto upon fifteen (15) days written notice.
ARTICLE IX
Termination
It is agreed that, if either Owner or Agent defaults in performing any of his or its
obligations under this agreement and fails to correct or remedy such default within ninety
(90) days after written notice thereof the other party may terminate this agreement, but
. for the purpose of this paragraph the defaulting party shall be deemed to have terminated
this agreement. Owner's or Agent's waiver of any breach or failure to enforce any of the
terms and conditions hereof shall not in any way affect, limit or waive Owner's or Agent's
right, respectively, at any time to enforce strict compliance with such terms or conditions.
Notwithstanding any provisions of this agreement, either Owner or Agent may
terminate this agreement in the following cases:
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(a) In case Owner sells, leases or otherwise disposes of the Hotel,
this agreement may terminate upon the closing date of the sale
or lease transaction. In the event of sale or disposal, Agent shall
receive a termination fee equal to one months management fee
as computed in Article V of this Agreement, for it's services in
preparation and finalizing all closing summaries and financial
statements relating to the disposal. This termination fee is due
and payable upon the date of disposal;
(b) In case a receiver or trustee has been appointed to either Owner
or Agent on behalf of creditors for insolvency or bankruptcy.
ARTICLE X
Laws and Ordinances
Agent agrees that it will at all times conduct the business of the Hotel
Premises in a lawful manner and in full compliance with all govemmentallaws,
ordinances, rules and regulations and that Agent will, provided that sufficient funds
are available, comply with all such governmental laws, ordinances, rules and
regulations as may be applicable to the business conducted by Agent on the Hotel
premises pursuant hereto, any payments or obligations in connection therewith
being considered as expenses of operation.
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ARTICLE XI
Charges
It is agreed that Agent shall not be liable to third parties for any debts,
liabilities or obligations of the Hotel by virtue of its management, supervision,
control and operation of said property for Owner. Agent shall be liable only to
Owner for the faithful performance of Agent's obligations under this agreement.
ARTICLE XII
Records
All books, cards, registers, receipts, documents and any other papers connected
with the operation of the property in the custody of Agent, are and shall remain the
property of Owner, and shall at any and all reasonable times during normal working
hours be open and freely exhibited to Owner or an officer of duly authorized
representative of the Owner, for the purpose of examination and/or audit.
ARTICLE XIII
Entire Agreement
All prior conversations, discussions and agreements between the parties herein
are hereby merged into and set forth in writing as part of this agreement, which shall
constitute the entire agreement between the parties. In particular, Owner acknowledges
that there have been no representations, inducements, promises or agreements made by
Agent other than those set forth herein.
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The Agent's authority shall be derived solely from this agreement and the
Agent has no authority to act for, or represent the Owner except as herein specified.
However, Agent is hereby authorized to employ independent contractors and/or agents,
at Owner's expense to perfonn any and all acts necessary to carry out the above responsibilities.
ARTICLE XIV
Interruption of Operations
Any provision of this agreement prohibited by law or invalidated by court decree in any
locality or state shall remain effective within states and localities where not prohibited by
law or invalidated by court decree.
The construction, interpretation and perfonnance of this agreement shall be
governed by the laws of the State of Georgia.
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ARTICLE XV
Notice
All written notices from either party to the other shall be considered given upon
delivery, by United States Mail, return receipt requested, to:
BANKERS FIRST SAVINGS BANK, FSB
ATTN: L. Phillip Christman, II
785 Broad Street
Augusta, GA 30913
m...C Hotels, Inc.
Attn: 1. Roger Hammond
7080 Abercorn Street
Savannah, GA 31406
IN WITNESS HEREOF, The Parties hereto have executed this agreement
as of the day and year first above written.
AS OWNER:
BANKERSFIRSTSAVTNGSBANK
By t 1i--~;f;:~
Title: S. V. .
BL~-t
Title:~~
(Corporate Seal)
Title: ~It. -.II"/! Vn.l"S'D,....fi"
(Corporate Seal)
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SCHEDULE A
Agent's Compensation
As compensation for the services to be rendered hereunder, Owner shall pay
Agent on the first day of each month, during the Term of Contract or any extension
thereof, a basic fee equal to 5% of the Gross Revenues as defined or qualified in
Schedule A-I, with a minimum monthly management fee of$3,500.00. ,.
SCHEDULE A-I
Computation of Revenue
The term "Revenue" as used herein, shall mean all revenue of any and every
kind, derived directly or indirectly for the operation of the Hotel, including revenues
from the rental of guest units, food and beverage revenues, and rental or other
payments from lessees, or concessionaires, (but not the gross receipts of such lessees or
concessionaires), along with rentals and revenues derived from any and all other departments
which are under the supervision of Agent, and deemed part of the overall Hotel operation.
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