Loading...
HomeMy WebLinkAboutAugusta Foundation , Inc. Lease Agreement Augusta Richmond GA DOCUMENT NAME: lIu'JlJsrn (DU.vPA-r,O"", r Nc.. LE A S eo fJ 'j fZ6I;fYl€,.JT DOCUMENT TYPE: ~ <J (l.e:Em ~N-'- YEAR: 1 q q4 BOX NUMBER: ~ FILE NUMBER: 1 L{ :) q q NUMBER OF PAGES: 1 3 " March 30, 1999 STATE OF GEORGIA ) COUNTY OF RICHMOND ) LEASE AGREEMENT THIS LEASE, made this -& day of A~ ' 1999, by and between AUGUSTA, GEORGIA, a political subdivision of the State of Georgia, as Lessor (hereinafter referred to as "City") and FORE! AUGUSTA FOUNDATION, INe., a non-profit corporation organized and existing under the laws of the State of Georgia, as Lessee (hereinafter referred to as "FORE! Augusta"). WIT N E SSE T H: WHEREAS, the City is the owner of the hereinafter described property located on Damascus Road in Richmond County, Georgia; and WHEREAS, FORE! Augusta desires to lease said property for the purpose of constructing, operating and maintaining a golf facility for children and youth under such terms and conditions as are hereinafter set forth; and WHEREAS, the City operates a municipal golf course for its citizens, the programs at which are primarily designed for adults and the City desires FORE! Augusta to construct the facility and to operate programs herein described designed to meet the needs of children and youth for golf recreational opportunities. NOW, THEREFORE, the parties hereto, for and in consideration of the premises and the mutual covenants herein contained, do hereby agree each for itself and its successors and assigns as follows: 1 March 30, 1999 1. PREMISES. The City does hereby lease unto FORE! Augusta and FORE I Augusta does hereby lease from the City the following described property (hereinafter called "Premises"), to wit: SEE EXHIBIT "A' ATTACHED HERETO 2. THE USE OF PREMISES. The Premises shall be used for the construction of a golf facility, including at least four (4) holes, a driving range and a club house, and the operation of golf programs conducted by FORE! Augusta. 3. TERM. The term of this Lease shall be for a period often (10) years beginning on the date of this Lease Agreement. If within a period of one (1) year from the date of this Lease Agreement FORE! Augusta has not constructed, or substantially begun construction, of a golf facility on the Premises as set forth in Paragraph 5 hereof, then the City may, by giving written notice to FORE! Augusta, terminate this Lease Agreement and take possession of the Premises. The parties wish the Lease the Premises for a twenty (20)-year term, with an option to FOREI Augusta to renew the lease for two additional ten (10)-year terms. Upon being advised that the City may not have the power to enter into such a long-term lease, this ten (10)- year lease is being executed; however, in view of the very substantial investment by FORE! Augusta (both financial and volunteer services), the parties urge their successors to know of and be guided by their original intentions. 4. RENTAL. FORE! Augusta agrees to pay the City an annual rental of One 2 . . March 30, 1999 Dollar ($1.00) with the rental ofTen Dollars ($10.00) for the entire initial term hereof having been paid in advance, upon the execution and deliyery of this Lease Agreement. The City hereby acknowledges the receipt of such rental payment. The City further acknowledges that the rental payment together with the value of the improvements to be constructed on the Premises by FORE! Augusta and the operation of the golf program conducted by FORE! Augusta for the citizens of the City are good and adequate consideration to the City and fully support the lease of the Premises to FORE! Augusta. 5. CONSTRUCTION OF IMPROVEMENTS. FORE! Augusta shall improve the Premises, at no expense to the City, by constructing thereon not less than four (4) holes of golf, a driving range, and a clubhouse for use in its golf program. All construction shall be done in conformance with all applicable laws, ordinances, rules and regulations and pursuant to plans and specifications therefor which must be approved by the City prior to beginning the construction thereof, as evidenced by the Administrator's approval noted on the plans and specifications within thirty (30) days of submission of same to him for approval. Should no objection to such plans be made within such thirty (30)-day period, the plans shall be deemed to have been approved. All buildings, facilities and other improvements to be constructed upon the Premises by FORE! Augusta shall be and remain a part of said Premises and shall by surrendered to City by FORE! Augusta at the expiration or earlier termination of the term of this Lease Agreement. At the expiration or earlier termination of the term of this Lease Agreement, title to all the improvements located on the Premises constructed thereon by FORE! Augusta shall vest in 3 March 30, 1999 City free and clear of any liens or other encumbrances. In the event that at the termination of the Lease Agreement there are any liens or encumbrances against the Premises or any improvements located thereon which have not been satisfied by FORE! Augusta, City shall have the option of satisfying the same in which event FORE! Augusta shall reimburse City for any and all costs and expenses, including reasonable attorney's fees, incurred by the City in connection therewith. 6. ABANDONMENT OF USE. If after construction of the golf facility on the Premises, it is destroyed or so substantially damaged as to make it unusable, and if FORE! Augusta does not for a period of one (1) year after the date of such destruction or damage rebuild, repair or replace the golf facility (or substantially commence construction of the same), or should FORE! Augusta fail to maintain and use the Premises for the primary purposes of conducting golf lessons, clinics and related activities for children and youth, or should FORE! Augusta utilize the Premises for any other purpose other than specified herein, then the City, may, by giving written notice and a thirty (30)-day right to cure such default to FORE! Augusta, terminate this Lease Agreement and take possession of the Premises. 7. INDEMNIFICATION AND INSURANCE. Tenant shall indemnify Landlord against any claims, causes of action, expenses, losses or liabilities paid, suffered or incurred including reasonable attorney's fees and litigation expenses incurred by Landlord in defense of any such claims and/or causes of action as the result of any breach by Tenant, Tenant's agents, servants, employees, visitors or licensees of any covenant or condition of this lease, or as the result of Tenant's use or occupancy of the demised Premises, or the carelessness, negligence 4 March 30, 1999 or improper conduct of Tenant, Tenant's yisitors, agents, employees, patrons, or invitees. Tenant's liability under this lease also extends to the acts and omissions of any subtenant, and any agent, servant, employee, patrol, or invitee of Tenant or any such subtenant. During the term of this Lease Agreement, FORE! Augusta shall maintain general public liability insurance covering death, injury or damage to person or property occurring on the Premises or related in any way to the use and operation of the Premises and the improvements now or hereafter located thereon with limits of not less than One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) in the aggregate. Such insurance policy shall name the City as an additional insured, shall be written by an insurer duly licensed in the State of Georgia, and shall be of such form as is acceptable to City. A copy of the insurance policy and evidence of the payment of the premium therefor shall be promptly furnished to the City. Such policy shall require that the City be given thirty (30) days' written notice of its cancellation. 8. NO ASSIGNMENT OR SUBLETTING BY FORE! AUGUSTA. FORE! Augusta agrees to use the Premises herein described for the purpose herein stated, and for no other; and there shall be no assignment or sub-letting of the whole or any part thereof, except with the prior written consent of the City. 9. DEFAULT. In the event that FORE! Augusta should fail to observe any of FORE! Augusta's covenants and obligations as herein expressed or should FOREI Augusta abandon the Premises or cease to operate a golf program as herein provided in Paragraphs 2 and 5 hereof, then upon the happening of such event, City shall give FORE! Augusta thirty (30) days' notice to comply with the provisions of this Lease Agreement, or if the conditions cannot be 5 March 30, 1999 remedied within said thirty (30) day period to commence the remedy within said thirty (30) day period and diligently pursue it to completion; and should FORE! Augusta fail to do so, City shall have the option to declare this Lease Agreement terminated and at once take possession of the Premises. The rights and options given to City under this Paragraph 9 shall not be construed to be in lieu of, nor restrictive of, any other rights which City may have under the law for the enforcement of this Lease Agreement. The failure of City to avail itself of any remedy which it may have hereunder shall at no time be construed to be a waiver of City's rights. 10. MAINTENANCE AND REPAIRS. During the term of this Lease, FORE! Augusta shall be responsible for maintenance and repair to the Premises and all improvements located thereon. FORE! Augusta shall keep the Premises neat, clean, free of trash and in good and well maintained condition with an attractive appearance. 11. RELATIONSHlP LANDLORD TENANT. This Agreement and any renewals hereof shall create the relationship of landlord tenant where the City shall be the landlord and FORE! Augusta shall be the tenant. No estate shall pass out of City, and FORE! Augusta has only the use of the Premises, which use is not subject to levy and sale and not assignable by FORE! Augusta, except with the City's conseflt. No receiver, trustee or other judicial officer shall have any right, title or interest in and to the Premises, except with the consent of the City. 12. UTILITIES. City shall not be under any obligation to supply the Premises with water, heat, gas, electricity, power or any other utilities. All utility services and the cost 6 March 30, 1999 thereof shall be the responsibility of FORE! Augusta. l3. NO WAIVER OF DEFENSES. Nothing contained in his Lease Agreement shall be construed to be a waiver of and the City expressly reserves any and all defenses of sovereign immunity, official immunity or good faith immunity which may be applicable to City for claims of third parties related to this Lease Agreement, the Premises, the improvements now or hereafter located thereon, or the use or operation thereof. 14. TIME OF THE ESSENCE. Time is of the essence of this Lease Agreement. 15. GENERAL. (a) The various rights and remedies herein contained and reserved to each of the parties shall not be considered as exclusive of any other right or remedy of such party, but shall be construed as cumulative and shall be in addition to every other remedy now or hereafter existing in law, in equity or by statute. No delay or omission of the right to exercise any power by either party shall impair any such right or power, or shall be construed as a waiver or any default or as acquiescence therein. One or more waivers of any covenant, term or condition of this lease by either party shall not be construed by the other party as a waiver of a subsequent breach of the same covenant, term or condition. The consent or approval by either party to or of any act by the other party of a nature requiring consent or approval shall not be deemed to waiver or render unnecessary consent to or approval of any subsequent similar act. (b) The invalidity or unenforceability of any provision of this Lease shall not affect or impair any other provision. (c) This Lease sets forth all of the provisions, agreements, conditions, covenants, 7 March 30, 1999 terms and understandings between the parties relative to the demised Premises. There shall be no provision, agreements, conditions, covenants, terms, understandings, representations or inducement either oral or written between the parties hereunder unless reduced to writing and signed by all parties to this Lease. (d) That the terms and provisions of this Lease Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and assigns. ( e) This Lease Agreement shall be governed by and construed according to the laws of the' State of Georgia. (f) Venue. All claims, disputes and other matters in question bet\~een all parties arising out of or relating to the agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia. All parties, by executing this Agreement, specifically consent to venue in Richmond County and waive any right to contest venue in the Superior Court of Richmond County, Georgia. [END OF PAGE] 8 . . March 30, 1999 IN WITNESS WHEREOF, the said Lessor and Lessee have caused same to be executed by the proper officials and affixed their seals in duplicate, as of the day and year first above written. C))> Attest t -: '.. AUG cfBY ...... ',....... ~_. -._" [SE~] . .;'.. ~' ~..- '1 ~ /~ I" '4Jp ~--;- - ~ ~:! LESSEE: . '.~,- . FO~FOUNDATION' INe BY ~~~ Title ~ ~~ Attest ~ [SEAL] 9 . ., .. . LAW OFFICES HULL. TOWI LL. NORMAN. BARRETT & SALLEY A PROFESSIONAL CORPORATION BOI BROAD STREET SEVENTH FLOOR AUGUSTA. GEORGIA 30901 TELEPHONE 17061 722-4481 TELECOPIER 17061 722-9779 EMAIL hullflrmCgroupz.net P.O. BOX 1564 AUGUSTA. GEORGIA 30903-1564 . r DOUGLAS D. BATCHELOR, JR. MEMBER GA, SC & FLA BARS July 28, 1999 b--- ~ Jf/ ~ P ,,1;-'- "6 . OJ -tL. ~ ( ~ Fjl... ~.< r ~ ~. ~c.~. --5:~ en-- tJy,.~ ~~ VIA HAND DELIVERY Mr. James B. Wall Burnside, Wall, Daniel, Ellison & Revell 454 Greene Street Augusta, GA 30903 Re: Release of 23 Acres from the Security Deed Securing the Augusta Golf Course COPS Dear Jim: I have now received the consent from all five banks to the release of this property. All I need is the indemnification agreement from the City. Enclosed is a form of that agreement which has been approved by Regions Bank, as trustee. If you find this to be satisfactory, please have it executed and returned to me as soon as possible. Also enclosed are the lease agreements between the City and Fore! Augusta Foundation, Inc. which have been executed by Fore! Augusta, as lessee. Each of these needs to be executed by the City. I presume then you would retain two of these originals and return the other two to me. It is my understanding that the final plans for this project will be available this week and Paul Simon is anxious to get started as soon as possible. If you have any questions about any of this, please give me a call. Very truly yours, ~ ouglas D. Batchelor, Jr. DDB:bdc enclosures SOUTH CAROLINA OFFICE, III PARK AVENUE. sw. AIKEN. SOUTH CAROLINA 29801 TELEPHONE 18031 648- 4 213 TELECOPIER 18031 648 - 2 601 L><: .~ ~ AGREEMENT FOR RELEASE AND DISCHARGE OF REAL PROPERTY FROIH DEED TO SECURE DEBT AND SECURITY AGREEMENT FROM RICH1\10ND COUNTY PUBLIC FACILITIES, INC. TO REGIONS BANK; AS TRUSTEE THIS AGREEMENT entered into /!.p~Of A{~M ,1999 by Augusta, Georgia, a political subdivision of the State of Georgia. \VHEREAS, Richmond County Public Facilities, Inc. Certificates of Participation (Augusta Golf Course Project) Series 1998 (hereinafter the "Certificates"), we!e issued pursuant to a Trust Indenture between Richmond County Public Facilities, Inc. (hereinafter "Facilities") ;llld Regions Bank, as trustee (hereinafter the "Trustee"), dated as of June 1, 1998, as amended by tile First Amendment to Trust Indenture between Facilities and Trustee, dated as of December /8, 1998; and \VHEREAS, the Certificates were issued to finance the cost of certain improvements to (lie Augusta Municipal Golf Course owned by Augusta, Georgia and the Certificates are secured \'y a Deed to Secure Debt and Security Agreement from Facilities to Trustee, dated as of June l, 1998, recorded in the office of the Clerk of Superior Court of Richmond County, Georgia at J~ealty Reel 60 l, page 2395 (hereinafter the "Security Deed"); and \VHEREAS, Augusta, Georgia and Facilities have asked the Trustee to release from the Security Deed a 23.30 acre tract of land described in Exhibit "A" attached hereto, which is \Incant land and not being used as part of the golf course, in order that the City of Augusta can lease said land to FORE! Augusta Foundation, Inc. to be used as a site for the construction, operation and maintenance of a golfing facilities for children and youth; and 1 .~. J/~. // ~ \VHEREAS, the holders of all of the Certificates have consented to the release of the Property from the Security Deed; and \VHEREAS, the Trustee is willing to release' the Property from the Security Deed upon receiving, among other things, this Agreement from Augusta, Georgia; NO\V, THEREFORE, in consideration of the premise and the release of the Property from the Security Deed, Augusta, Georgia agrees to indemnify and hold harmless the Trustee from and against any liability, claim, judgment, cost, expense or other obligation incurred by the - Trustee arising out of the Trustee's release ofthe Property from the Security Deed. IN \VITNESS \VHEREOF, Augusta, Georgia has executed this Agreement under seal. tf:y: Its A . . "" Attest: lJ..V'""' Its R IA U Lu-, .: . i ~ :l ..'1 ~ ....:c ,.' - Maypr If/ "'" [SEAL] >-;:F- -- ClErk 4'~~'~< _ .c" ::--'" ~. i!~-,::::.-~r" 2 .' ." ;,- .... . EXHIBIT" A" All that tract or parcel of land situate, lying and being in Augusta-Richmond County, Georgia, shown and designated as "Tract 'B'/23.30 ac." on a compiled map for the First Tee, Augusta, dated March 12, 1999, revised May 24, 1999, prepared by Cranston, Robertson & Whitehurst, P.C. which compiled map is incorporated herein by reference for a more complete description of the location, metes, bounds, courses and distances of said Tract "B".