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HomeMy WebLinkAboutLEASE AGREEMENT BETWEEN AUGUSTA, GEORGIA AND THE WARRIOR ALLIANCE, INC. FOR MUNICIPAL GOLF COURSE STATE OF GEORGIA ) LEASE AGREEMENT RICHMOND COUNTY ) THIS LEASE AGREEMENT, made this pt day of , 2018, by and between, Augusta, Georgia, a political subdivision of the state of Georgia (hereinafter referred to as "Lessor"), by and through its Recreation and Parks Department and the Warrior Alliance, a Georgia-based nonprofit organization(hereafter referred to as "Lessee"); WITNESSETH: 1. Premises: The Lessor, for and in consideration of the rents, covenants, agreements, and stipulations hereinafter set forth, to be paid, kept and performed by the Lessee, does hereby lease unto the said Lessee, and said Lessee hereby agrees to lease and take upon the terms and conditions which hereinafter appear, the following property located at 2023 Highland Avenue, Augusta, Georgia, more commonly referred to the Augusta Municipal Golf Course (the "Premises"), and described with particularity in Exhibit"A," attached hereto. 2. Term: The term of this Lease shall begin on the day of 2018, and shall end on the day of 2028. This Agreement shall (i) terminate absolutely and without further obligation on the part of Augusta each and every December 31st, as required by OCGA § 36-60-13, as amended, unless terminated earlier in accordance with the termination provisions of this Agreement; (ii) automatically renew on each January 1st, unless terminated in accordance with the termination provisions of this Agreement; and (iii) terminate absolutely, with no further renewals, on , 2028, unless extended by written amendment. Page 1 of 19 • 3. Rental: Tenant shall pay to Landlord during the term of this Lease a yearly rental payment in the amount of ten dollars ($10.00) payable in advance on the first day of the Lease term. 4. Use of Premises: The Premises shall be only be used for the purpose of providing a location for the construction and all related uses such as training, research and apprenticeship programs at the Double Eagle Performance Center, and for no other purpose without the advance written consent of Lessor. The Premises shall not be used for any illegal purpose, in any manner that creates a nuisance or trespass, or in any manner so as to invalidate the insurance or increase the rate of insurance on the Premises. 5. Ownership: The premises shall remain the property of the Lessor throughout the term of the lease. 6. Conditions Subsequent: Upon entering into this Lease Agreement, Lessee shall meet the following conditions: (a) Within two (2) weeks of entering into this Lease, Lessee shall provide Lessor with a list of the Board Members. Augusta shall have a non-voting member on the Advisory Council ; and (b) Lessee shall provide Lessor with a financial statement or other documents indicating the amount of cash Lessee has on hand in order to successfully complete the construction of the Double Eagle Performance Center; and (c) Within thirty (30) days of entering into the Lease, Lessee shall present Lessor with plans for the Double Eagle Performance Center, but not limited to, Page 2 of 19 preliminary drawings of the Double Eagle Performance Center premises, defined cost estimates, and a written fundraising plan; and (d) Within one hundred twenty (120) days of design approval, survey, and permits provided by Lessor, the Double Eagle Performance Center shall be operational for training and vocational rehabilitation services. (e) Upon the execution of this lease, Lessee shall pay all utilities, maintenance costs, and insurance for the Premises. The failure of Lessor to meet any of the above conditions subsequent shall result in the termination of the Lease. 7. Licenses, Permits, and Certifications: Prior to taking control of the Premises, Lessee shall provide Lessor with copies of all required licenses, certifications and permits for the Lessee and/or all of Lessee's employees, personnel, agents or Subcontractors performing services that require licensure by federal, State, or local authority. Lessee hereby warrants and represents that at all times during the term of this Agreement it shall maintain in good standing all required licenses, certifications, and permits required under federal, state and local laws necessary to perform the services required by this Agreement. Lessee is solely responsible for obtaining any license or other authorization required by law to perform the services required in this Agreement. 8. Constructions and Completion: (a) Lessor makes no covenant or warranty respecting the Premise's condition or suitability for Lessee's authorized or proposed uses under this Agreement. Lessee represents that it has made an independent inspection Page 3 of 19 of the Property and is not relying upon any representation or warranty whatsoever from Lessor as to suitability or fitness for Lessee's desired uses. Lessor does not warrant the security of Lessee's personal property or fixtures on the Property. Lessor is not aware of any conditions or restrictions that would render the Premises unfit for use as golf performance center. (b) Lessee shall negotiate, let and supervise all contracts for the furnishing of services, labor, and materials for the construction of the improvements on the demised premises at its cost. All such contracts shall require the contracting party to guarantee performance and all workmanship and materials installed by it for a period of one year following the date of completion of construction. Lessee shall cause all contracts to be fully and completely performed in a good and workman-like manner, all to the effect that the improvements shall be fully and completely constructed and installed in accordance with good engineering and construction practice. (c) Upon completion of construction, Lessee shall, at its cost, obtain all other permits or licenses necessary for the operation of the same as set out herein and shall keep the same in force. (d) Nothing herein shall alter the intent of the parties that Lessee shall be fully and completely responsible for all aspects pertaining to the construction of the improvements of the premises and for the payment of all costs associated therewith. Lessor shall be under no duty to investigate or Page 4 of 19 verify Lessee's compliance with the provision herein. Moreover, neither Lessee nor any third party may construe the permission granted Lessee hereunder to create any responsibility on the part of the Lessor to pay for any improvements, alterations or repairs occasioned by the Lessee. The Lessee shall keep the property free and clear of all liens and, should the Lessee fail to do so, or to have any liens removed from the property within fifteen(15) days of notification to do so by the Lessor, in addition to all other remedies available to the Lessor,the Lessee shall indemnify and hold the Lessor harmless for all costs and expenses, including attorney's fees, occasioned by the Lessor in having said lien removed from the property; and, such costs and expenses shall be billed to the Lessee and shall be payable by the Lessee. (e) Lessee is required to obtain written approval from the Lessor before making any improvements to the property beyond those expressly addressed in this Agreement. Permission from Lessor shall not be unreasonably withheld. 9. Destruction of or Damage to Premises: If the Premises are damaged or destroyed by storm, fire, flood, lightning, earthquake, or other casualty which cannot, despite diligent, good faith efforts be repaired within One Hundred Eighty (180) days following the date on which such damage occurs, then either Lessor or Lessee may elect to terminate this Lease effective as of the date of such damage or destruction. Within thirty (30) days after the date of such damage, the parties shall reasonably determine how long the repair and restoration will take. After the Page 5 of 19 determination has been made that the casualty cannot be repaired within the aforesaid One Hundred Eighty (180) day period, Lessor and Lessee shall have a period of thirty (30) days to terminate the Lease by giving written notice to the other party. 10. Assignment and Subletting: Lessor has entered into this Agreement, in part, on the basis of personal reliance in the integrity and qualifications of the Lessee. The Lessee agrees it shall not delegate, assign, subcontract, transfer, pledge, convey, sell, or otherwise dispose of the whole or any part of this Agreement or its right, title, or interest therein to any person, firm, or corporation without the prior written consent of Lessor; provided, that such consent will not be unreasonably withheld. Any attempted assignment by Lessee without prior express written approval of Lessor shall, at Lessor's sole option,terminate this Agreement. 11. Signs: Lessee shall place no sign or signs upon Premises except with the written consent of the Lessor. Any and all signs placed on the Premises by Lessee with the consent of the Lessor shall be maintained in compliance with rules and regulations governing such signs and the Lessee shall be responsible to Lessor for any damage caused by installation, use, or maintenance of said signs, and Lessee agrees upon removal of said signs to repair all damages incident to such removal. 12. Repairs,Alterations and Additions: Any and all repairs, alterations and additions made to the Premises hereby leased by the Lessee, shall be and remain a part of said Premises hereby leased by the Lessee, and shall be surrendered to the Lessor by the Lessee at the expiration of the term of this Lease. Any alterations or additions to the Premises and any repairs, which may affect the physical appearance of the Premises, shall not be made without the advance written approval of the Lessor. Any and all repairs, alterations and additions to the Premises Page 6 of 19 which may affect the physical appearance of the Premises, shall not be made without the advance written approval of the Lessor. Any and all repairs, alterations and additions to the Premises shall be performed in a good and workmanlike manner using appropriate historic or new materials and equipment and in compliance with all safety codes and regulations. In the event that any repairs, additions, alterations or improvements are made by the Lessee after obtaining the written consent of the Lessor through a contractor, the Lessee agrees that it will closely supervise such work and see that all laborers and materialmen are promptly paid so that no lien will accrue or be filed against the Premises; and in the event that the Lessee hires laborers and/or purchases material itself for the improvement of the Premises, it will promptly pay all charges for such labor and materials when the same become due so that no liens will accrue or be filed against the Premises and no claim can be asserted against Lessor for such payment. Lessor shall have the right to call upon the Lessee for a statement or other information concerning the payment of any contractor, laborer and/or materialman who may have furnished labor or materials for the improvement on the Premises and Lessee covenants and agrees that it will immediately give full information in regard to all such to the Lessor upon demand. Lessee, however, shall have the right to remove Lessee's personal property in the nature of trade and/or business fixtures from the Premises at the expiration of this Lease, but Lessee shall, at its own expense, repair any damage to the Premises that may result from the removal therefrom of any such personal property of Lessee. 13. Utilities, Maintenance, and Insurance: Upon the execution of this lease, Lessee shall be responsible for any and all utilities, maintenance costs, and insurances on the Premises through the remainder of the Lease. Page 7 of 19 14. No Estate in Land: This contract shall create the relationship of Lessor and Lessee between the parties hereto and no estate shall pass out of Lessor during the term of the lease. 15. Termination: Upon failure of the Lessee to fulfill any of its obligations contained in the Augusta Municipal Golf Course Renovation Service Agreement, or this Lease, or fail to substantially perform in accordance with the terms of either Agreement, Lessor shall allow Lessee a short period of time in which to cure the defect as set forth in this paragraph. The Lessor shall send the Lessee written notice of such defect. The Lessee shall have thirty (30) days from receipt of such written notice to cure the defect described in the notice. Should the Lessee fail to cure the defect within the thirty (30) day period, the Lessor shall have the option to terminate this Lease and, upon such termination, the Lessee shall immediately surrender possession of the Premises back to the Lessor. Any such termination shall not in any way operate to preclude the Lessor from also pursuing all available remedies against Lessee and it sureties for said defect. Additionally, Lessor has the right to terminate this Lease if in any instance the Premises are no longer used for the construction and operation of the Double Eagle Performance Center, are used for an illegal purpose, are used to create a nuisance or trespass, or are used so as to invalidate the insurance or increase the rate of insurance on the Premises. Further, Lessee may terminate this agreement at any time; however, in doing so, Lessee shall relinquish all rights, claims or interest, present or future, in the creation of a Double Eagle Performance Center on the Premises. Upon Lessee's termination of the Lease, Lessor shall immediately take possession of the Premises and Lessor shall be free to do with said Premises as Page 8 of 19 it sees fit. Except as otherwise provided in this agreement, neither party shall be entitled to recover lost profits, special, consequential or punitive damages, attorney's fees or costs from the other party to this Agreement for any reason whatsoever. 16. Holding Over: In the event that Lessee or anyone claiming under Lessee shall continue occupancy of the Leased Premises after the expiration of the term of this Lease or any renewal or extension thereof without any agreement in writing between Lessor and less with respect thereto, such occupancy shall not be deemed to extend or renew the term of the Lease, but such occupancy shall continue as a tenancy at will, from month-to-month, upon the covenants, provisions, and conditions herein contained. The rental rate shall be the market rental rate in effect during this Lease as extended or renewed, prorated and payable for the period of such occupancy. 17. Exculpation and Indemnification: The Premises are being leased to Lessee "AS IS", and Lessee accepts said Premises in its present condition and acknowledges that is has inspected the same and found the Premises to be suitable for its intended use. If any repairs to the improvements located on the premises covered by this Lease are required during the term of this Lease, the cost of same shall be paid by Lessee. It is an express condition of this Lease Agreement that, except when caused solely by its negligence, Lessor, its officers, agents, and employees, shall be free from any and all claims, debts, demands, liabilities, or causes of action of every kind or character, whether in law or in equity, by reason of any death, injury, or damage to any person or persons or damage or destruction of property or loss of use thereof, whether it be the person or property of Lessee, its invitees, licensees, agents, or employees, or any third persons, from any cause or causes whatsoever arising from any event or occurrence in or upon Page 9 of 19 the Premises or any part thereof or otherwise arising from Lessee operations under and indemnify and save harmless the Lessor, its officers, agents, and employees, against and from any and all such claims, demands, debts, liabilities, and causes of action(other than those caused solely by Lessor's negligence) including reasonable attorney's fees and costs to be incurred by Lessor in defending same. Lessee specifically agrees that its operations shall be conducted in compliance with all federal, state and local environmental laws, rules and regulations and agrees to indemnify and hold harmless Lessor and including without limitation, members of the Augusta Georgia Commission, its officers, agents, and employees harmless from and against all liabilities, losses, suits, claims, demands, judgments, fines, damages, costs and expenses (including all costs for investigation and defense thereof, including but not limited to court costs, expert fees and reasonable attorneys' fees) which may be incurred by, charged to or recovered from the foregoing (i) by reason or on account of damages to or destruction of the property of Lessor, or any property of, injury to or death of any person, resulting from or arising out of Lessee's use of the premises (except when such damages, destruction, injuries or death arise solely by reason of Lessor's negligence), or (ii) arising out of the failure of Lessee to keep, observe or perform any of the agreements or conditions of this Agreement. Lessee will refer to Lessor promptly upon notice thereof, any claim made or suit instituted against it which, in any way, affects Lessor, its officers, agents, and employees or its insurer, and either Lessee shall defend or compromise same following notice from Lessor, then Lessor shall have the right to compromise and defend the same to the extent of its interests, with all cost to be borne by Lessor. Page 10 of 19 18. Insurance: Lessee hereby agrees to maintain at all times, at Lessee's expense, the following insurance coverage: a. Worker's Compensation: The Lessee shall procure and shall maintain during the life of the Lease Agreement, Worker's Compensation Insurance for all of Lessee's employees to be engaged in work on the Project under this Lease, and in case any such Work is sublet, the Lessee shall require the subcontractor similarly to provide Worker's Compensation Insurance for all of the latter's employees to be engaged in such Work unless such employees are covered by the protection afforded by the Lessee's Worker's Compensation Insurance. Worker's Compensation Insurance shall include Broad Form All States Endorsement and Voluntary Compensation. The amount of insurance shall not be less than the following: Each Accident $100,000.00 Disease Policy Limit $500,000.00 Disease Each Employee $100,000.00 b. Comprehensive General Liability: The Lessee shall procure and shall maintain during the life of the Lease Agreement, such Comprehensive General Liability and Broad Form Property Damage Insurance as shall protect Lessee and any subcontractor performing Work covered by this Lease from claims for damages for bodily injury, including accidental death, as well as from claims for property damages, which may arise from operations under the Lease Agreement, whether such operations are by the Lessee or by any subcontractor or by anyone directly or indirectly employed by either of them. The amount of insurance shall not be less than the following: Page 11 of 19 General Aggregate $2,000,000.00 Products Comp/Ops Aggregate $2,000,000.00 Personal and Advertising Injury $1,000,000.00 Each Occurrence $1,000,000.00 Fire Damage (Any one fire) $50,000.00 Medical Expenses (Any one person) $5,000.00 c. Lessor's and Lessee's Protective Liability: The Lessee shall procure and shall maintain during the life of the Lease Agreement, Lessor's and Lessee's Protective Liability Insurance with the same limits as the Comprehensive General Liability. d. Automobile Liability: The Lessee shall procure and shall maintain during the life of the Lease Agreement, Comprehensive Automobile Liability Insurance. The insurance shall include coverage for owned, non-owned and hired vehicles. Amounts shall not be less than the following: Comprehensive Single Limits (CSL) $1,000,000.00 e. Builder's Risk: The Lessee shall procure and shall maintain during the life of the Lease Agreement, Builder's Risk Insurance to protect the interests of the Lessor, Lessee, and subcontractors against loss by fire, vandalism, malicious mischief, and all hazards included in a standard Extended Coverage Endorsement. The amount of the insurance shall at all times equal or exceed the full amount of the Contract. The policies shall be in the names of the Lessor and the Lessee. f. Certificates of Insurance: Certificates acceptable to the Lessor shall be attached to the signed Contract Documents when they are transmitted to the Lessor for Page 12 of 19 execution. Lessor shall be a named insured as an additional insured on all insurance certificates. 19. Rights Cumulative: All rights, powers and privileges conferred hereunder upon Lessor shall be cumulative but not restrictive to those given by law. 20. Service of Notice: Any notice, demand, request, approval, consent, or other communication (hereinafter referred to as "notice"), which Lessor or Lessee may be required to permit to give to each other shall be in writing and shall be mailed in an official United States Post Office, certified or registered mail, return receipt requested, with adequate postage prepaid, to the other party at the address as each party as designated in this Lease or shall have changed by proper notice in writing to the other. Such addresses are as follows: Lessor: Augusta, Georgia Office of the Mayor 535 Telfair Street, Suite 200 Augusta, GA 30901 With Copy to: General Counsel Augusta Law Department 535 Telfair Street, Building 3000 Augusta, GA 30901 Lessee: The Warrior Alliance 5oirE L—to S u, 32-L If notice is not an answer or reply to a previous notice from the other party, the time of rendition of such shall be the date when the receipt is signed, refused or returned unclaimed. If the notice is an answer or reply to a previous notice from the other party, the time of rendition of such shall be the date postmarked by the United States Postal Service. In the event of a postal strike or Page 13 of 19 other interference with the regular delivery of mail, notices may be served in person or by telegram in lieu of certified or registered mail, but shall be effective upon receipt. 21. Waivers of Rights: Failure of either party to complain of any act or omission on the part of the other party, no matter how long the same may continue, shall not be deemed to be a waiver by said party of any of its rights hereunder. No waiver by either party at any time, express or implied, of any breach of any provision of this Lease shall be deemed a waiver of a breach of any other provision of this Lease or a consent to any subsequent breach of the same or any other provision. If any action by either party shall require the consent or approval of the other party, the other party's consent to or approval of such action on any one occasion shall not be deemed a consent to or approval of said action on any subsequent occasion or a consent to or approval of any other action on the same or any subsequent occasion. Any and all rights and remedies which either party may have under this Lease or by operation of law, either at law or in equity, upon any breach, shall be distinct, separate and cumulative and shall not be deemed inconsistent with each other, and no one of them, whether exercised by said party or not, shall be deemed to be an exclusion of any other; and any two or more or all of such rights and remedies may be exercised at the same time. 22. Inspection by Lessor: Lessor, its authorized officers, employees, agents or representatives shall have the right to enter upon the premises to make inspections during regular business hours when a representative of the Lessee is present, or at any time in case of emergency and/or to determine whether Lessee has complied with and its complying with the terms and conditions of this agreement; provided, however, that said inspection shall in no event unduly disrupt or interfere with the operation of the Lessee. Page 14 of 19 23. Taxes: Lessee shall pay all personal property taxes legally assessed, if any, against its equipment, furniture or other personal property located on the Premises. 24. No Conflict: Lessee represents and warrants that it presently has no interest, direct or indirect, and covenants and agrees that it will not, during the term of this Agreement, acquire any interest, direct or indirect that would conflict in any manner or degree with the performance of its duties and obligations hereunder. Lessee further covenants and agrees for itself, its agents, employees, directors and officers to comply fully with the provisions of the Official Code of Georgia (OCGA §§45-10-20 et. seq.) and the provisions of the AUGUSTA, GA CODE of Ethics governing conflicts of interest of persons doing business with Augusta, as such provisions now exist and may be amended hereafter. Lessee represents and warrants that such provisions are not and will not be violated by the Agreement or the Lessee's performance hereunder. 25. Prohibited Interests: No official of Augusta, Georgia who is authorized in such capacity and on behalf of Augusta, Georgia to negotiate, make, accept, or approve, or to take part in negotiating, making, accepting, or approving any contract, or any subcontract in connection with the Agreement, shall become directly or indirectly interested personally in this Agreement or in any part hereof. No officer or employee of or for Lessor who is authorized in such capacity and on behalf of Augusta, Georgia to exercise any legislative, executive, supervisory, or other similar functions in connection with this Agreement, shall become directly or indirectly interested personally in this Agreement or in any part thereof, any material supply contract, subcontract, insurance contract or any other contract pertaining to the Agreement. Page 15 of 19 26. Compliance with Applicable Laws: The Lessee's attention is directed to the fact that all applicable federal, state, and local laws, ordinances, and the rules and regulations of all authorities having jurisdiction over the work shall apply to the Agreement throughout, and they all will be deemed to be included in the Agreement the same as though herein written out in full. The Lessee shall keep itself and its employees fully informed of all laws, ordinances, and regulations in any manner affecting those engaged or employed in the work or the materials used in the work or in any way affecting the conduct of the work and of all orders and decrees of bodies or tribunals having any jurisdiction or authority over same. If Lessee discovers any discrepancy or inconsistency in this Agreement in relation to any such law, regulation, ordinance, order, or decree, Lessee shall promptly report the same, in writing, to Lessor. Lessee shall at all times observe and comply with all such laws, ordinances, and regulations, and shall protect and indemnify Lessor and its agents against any all damages and claims arising out of any violation of such law, ordinance, regulation, order, or decree, whether by Lessee or its employees. 27. Severability: In the event any provision of this Agreement is held to be unenforceable for any reason, the remainder of the Agreement shall be in full force and effect and enforceable in accordance with its terms. 28. Installation of Equipment: Lessee is prohibited from installing any equipment on Lessor's property without prior written approval. 29. Authority: If either party hereto is a corporation, trust, a 501(c) 3 organization, or general or limited partnership, each individual executing this Agreement on behalf of such entity represents and warrants that he, she, or it is duly authorized to execute and deliver this Page 16 of 19 Agreement on its behalf. If it is a corporation, trust or partnership, Lessee shall, within thirty (30) days deliver to Lessor evidence satisfactory to Lessor of such authority. 30. Independent Contractor: Lessee shall perform this Agreement as an independent contractor and nothing herein contained shall be construed to be inconsistent with that relationship or status. Nothing in this Agreement shall in any way be construed to appoint or constitute Lessee as the agent, employee or representative of Lessor. The manner and method of completing the work undertaken by Lessee shall be determined in its sole discretion. 31. Lessee shall not use, store, keep, release, discharge, dispose of or spill any toxic or hazardous substances, wastes or materials on the Leased Property, nor use or store any such substance that will have any residual effect beyond the lease term. 32. Abandonment by Lessee: Should Lessee breach this Lease Agreement and abandon the property prior to the natural expiration of the lease term, Lessor may continue this Lease in effect by not terminating Lessee's right to possession of the property, in which case Lessor shall be entitled to enforce all Lessor's rights and remedies under this Lease Agreement including the right to recover rent as it becomes due. 33. Open Records: The Lessee acknowledges that all records relating to this Agreement and the services to be provided under this Agreement may be a public record subject to Georgia's Open Records Act. (O.C.G.A. § 50-18-70, et seq.). Lessee shall cooperate fully in responding to such request and making all records, not exempt, available for in section and copying as provided by law. Lessee shall notify Lessor immediately of any request made under the Open Records Act and shall furnish Lessor with a copy of the request and the response to such request. Page 17 of 19 34. Governing Law: This Agreement shall be governed and interpreted by the laws of the State of Georgia. 35. Venue: All claims, disputes and other matters in question between the Lessor and the Lessee arising out of or relating to the Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia. The Lessee, by executing this Agreement, specifically consents to venue in Richmond County and waives any right to contest the venue in the Superior Court of Richmond County, Georgia. 36. Time of Essence: Time is of the essence of this Agreement. 37. Entire Agreement: This Lease contains the entire agreement of the parties and no representations, inducements, promises or agreements, oral or otherwise, between the parties not embodied herein shall be of any force or effect. No failure of either party to exercise any power given it hereunder, or to insist upon strict compliance by either party of any obligations hereunder and no custom or practice of the parties at variance with the terms hereof. This Agreement may only be amended by writing signed by both parties. [SIGNATURES ON FOLLOWING PAGE] Page 18 of 19 IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed as of the day and year first above written. AUGUSTA, GEORGIA THE WARRIOR ALLIANCE Lessor Lessee By By it Hardie avis, Jr. 0All © S As its Mayor As its 0,set-, . EA -nv'c"->€ c • l d Attest�/ MATILA te.1 f; ..�+ i erg q. 5 o k ori f Gom r isslon fr � Date.. 0•4/:° / g 6. ti & „m!c :moi t FSS i{'a T AUGUSTA, GEORGIA Os Director Recreation and Parks Department eP (....e.....t/ i6,---- Approved as to Form: A illiA e t t( Vt General Counsel Page 19 of 19