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HomeMy WebLinkAboutSouthTrust Bank of GA. Augusta Richmond GA DOCUMENT NAME: Sou--!--h ~uS+ ~{1 L of- GA. DOCUMENT TYPE: (} S ree (fNLM1- YEAR: / 99 & BOX NUMBER: d- /' n('/)~ FILE NUMBER: c:Toc:7' NUMBER OF PAGES: ~3 ~ l r f 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, ~ James B. Wall I~ JBWjsjp Enclosure l' - :~~'; 1 . '1-.... \ jI :~. ,oJ. :"~r( l' i: '1' 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"; .) 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, f j r f /r ~ t 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 '~ 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 'i T T r T 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 r i i 1 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. ,. i w .' ~~ Council ~ the ~ :,' t '[ 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: ,'-\ ':",-> ~.--.:- ......~... ~.~&~:-,. i' I' ; AUGUSTA AVIATION COMMISSION By:/~6.~ As its Chairman .- SOUTHTRUS By: As Attest: A ,~ .j EXHIBIT A j I 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 .- .) 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 4ch~~ .- 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 ,. .~ ., I 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 ..... Laundry 3 washers (2-50#, 1-75#) (2 work) 3 dryers 8 maid carts Grounds 2 ice machines Pool 47 chairs 5 tables .~ ;' 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 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: .~ 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. -2- ARTICLE II ..- 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: . '" --'- (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 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 -4- 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 '~ 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 , , -5- 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; -6- (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 '. 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: , , -7- (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. , I -8- (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. ,. -9- 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. , -, -10- ARTICLE VlI .- 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 , " -11- 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 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 .) 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: l ~ __ , , -12- (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. to ' I -13- 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 '. 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. l ., 1 t: -14- 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 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. '. ,- 'J11 . & -15- 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. , BL~-1 Title:~~ (Corporate Seal) Title: ~Il... -Jlt:./f VlUo$l!),.......<' (Corporate Seal) ;:: '.... . ;. 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 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 '. which are under the supervision of Agent, and deemed part of the overall Hotel operation. cp{ taL- 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.) ,~" .. " l -- (. ~:I' - : . -.-' ._~t!--' 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, - 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 r, 'j " t 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. -J 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: .', . .' . AUGUSTA AVIATION COMMISSION By:/~tf.~ As its Chairman SOUTHTRUS By: As Attest: A '". -'. . .' , 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 -' '), ., . .' , 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 ." '..\ ~ .' 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 .... ~ ." . 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. " ~ ~. . . . . , -2- 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: .... ~. -3- (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 , :.. " , ~ \.. . -4- 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 , '.~ " , " -5- 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; . .i- ,. " , \l -6- (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: . '.4 . " . -7- (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. . .. , '." I . -8- (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. . ~ . .. ~ , -.' I -9- 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. .. ..... -'a,: ..". -10- 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 . .. ... -... ,,' J -11- 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: .- .- ~ , .,., : -12- (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. --".. , - , " ". , -13- 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. . . .~ ~ .... " ,- ~ . ~ '-, ,,~ . . -14- 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. , .,. li _. .: ....... '..~ ~~.." .. j . .. -15- 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) r ,# . f ; .~, . '," . ro .......~-,. . ,. .. - ~ II j 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. ~ taL-