RES 2017-15 Adopted RESOLUTION NO. 2017-15
A RESOLUTION TO AUTHORIZE THE CITY TO ENTER INTO A MASTER
PARKING FACILITIES OPERATING AND EASEMENT AGREEMENT JOINDER
WITH GREENSTONE HAMMOND'S FERRY, LLC AND NORTH AUGUSTA PUBLIC
FACILITIES CORPORATION
WHEREAS, pursuant to the Master Development Agreement dated March
15, 2017, by and among the City of North Augusta, South Carolina (the "City"),
GreenJackets Baseball, LLC, Ackerman Greenstone North Augusta, LLC and Greenstone
Hammond's Ferry, LLC ("Greenstone"), entered into by such parties for the development of
Project Jackson, the City has certain responsibilities related to parking facilities within such
development; and
WHEREAS, the City has been involved with negotiations related to its
responsibilities relative to the matter of parking facilities and has negotiated a contract with
Greenstone, as developer, related to such responsibilities; and
WHEREAS, the City expects to enter into a Master Parking Facilities
Operating and Easement Agreement, by and between the City and Greenstone (the "Master
Parking Agreement"); and
WHEREAS, the City has determined that it would be beneficial for the North
Augusta Public Facilities Corporation (the "Corporation") to join in the Master Parking
Agreement through the entering into and execution of a Master Parking Facilities Operating
and Easement Agreement Joinder, by and among Greenstone, the City and the Corporation
(the "Parking Joinder"), to allow the Corporation to be subject to and receive the benefits of
the Master Parking Agreement; and
WHEREAS, the City has received and reviewed the Parking Joinder; and
WHEREAS, the City has determined that entering into the Parking Joinder is
in the best interest of the City and will assist in the development as envisioned by the Master
Development Agreement.
NOW, THEREFORE, BE IT RESOLVED by the Mayor and City Council of
the City of North Augusta, in meeting duly assembled and by the authority thereof, that:
1. The City approves the Parking Joinder attached hereto.
2. The City Administrator is authorized to execute the Parking Joinder
on behalf of the City.
DONE, RATIFIED AND ADOPTED BY THE MAYOR AND CITY COUNCIL OF THE
CITY OF NORTH AUGUSTA, SOUTH CAROLINA, ON THIS THE 24"DAY OF APRIL,2017.
Lark W. Jones, Mayor
ATTEST:
Donna B. Young, City Clerk
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2017012088
AGREEMENT
- RECORDING FEES $13.00
PRESENTED&RECORDED
05-16-2017 01:21 PM
JUDITH WARNER
REGISTER OF NIESNE CONVEYANCE
AIKEN COUNTY,SC
BY:JULIE STUTTS DEPUTY RMC
- BK: RB 4662
PG: 1022 - 1028
MASTER PARKING FACILITIES OPERATING
AND EASEMENT AGREEMENT JOINDER
This Master Parking Facilities Operating and sement Agreement Joinder ("Joinder
Agreement") is made and entered into as of the251'day of April, 2017 by and between
GREENSTONE HAMMONDS FERRY, LLC, a Georgia limited liability company (the "Master
Developer"), THE CITY OF NORTH AUGUSTA, SOUTH CAROLINA (the "City") and
NORTH AUGUSTA PUBLIC FACILITIES CORPORATION, a South Carolina non-profit
corporation(the"Corporation").
WITNESSETH
WHEREAS, the City and the Corporation own or, upon completion of development and
construction, will own, all or portions of certain structured parking facilities known as the
"Medac Deck" and the "Hotel Deck" as defined in that certain Master Development Agreement
by and among the City, the Master Developer and others dated March 15, 2017 (collectively the
"Financed Parking Facilities");
WHEREAS, the City and the Master Developer have entered into that certain Master
Parking Facilities Operating and Easement Agreement governing the use and operation of the
Financed Parking Facilities and the Stadium Deck as defined therein (the "Master Parking
Facilities Agreement");
WHEREAS, the Corporation shall issue installment purchase revenue bonds on behalf of
the City (the "Bonds") for the purpose of refinancing and constructing the Financed Parking
Facilities and other related facilities;
WHEREAS, to secure the Bonds, the City has leased or will lease the site of the Hotel
Deck component of the Financed Parking Facilities and the existing Medac Deck component of
the Financed Parking Facilities together with certain other properties to the Corporation by way
of a Base Lease Agreement to be dated the date of issuance and delivery of the Bonds and to be
recorded in the Office of the Register of Deeds for Aiken County, South Carolina;
WHEREAS, by way of an Installment Purchase and Use Agreement to be dated the date
of issuance and delivery of the Bonds between the Corporation as seller and the City, as
purchaser (the "Purchase and Use Agreement") and to be recorded in the Office of the Register
RETURN TO:
R. E. Hanna.111.Esquire j??
Hull Barren f C py
1 1 I Park Avenue,S.W.
Aiken, SC 29801
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of Deeds for Aiken County, South Carolina, the Corporation is selling or will sell certain
facilities, including the Financed Parking Facilities, to the City on an installment basis;
WHEREAS, the Purchase and Use Agreement provides that it may be terminated upon
the occurrence of certain events as provided therein and upon said termination of the Purchase
and Use Agreement, the ownership of all facilities being sold under the Purchase and Use
Agreement shall be partitioned among the City and the Corporation, and depending on various
factors and the time at which such termination occurs, the ownership of the components of the
Financed Parking Facilities may, under such circumstances, be wholly in the City, wholly in the
Corporation, or apportioned between the two as tenants in common;
WHEREAS, it is the intent of the parties hereto that in the exercise of the Corporation's
rights and remedies under the Purchase and Use Agreement, the Master Parking Facilities
Agreement shall survive as to the Financed Parking Facilities and the rights and obligations of
the City and the rights and obligations of the Master Developer as to the Financed Parking
Facilities shall continue subject to the terms hereof; and
WHEREAS, the Master Developer, the City and the Corporation desire to enter into this
Joinder Agreement for the purpose of providing for the continued use and operation of the
Financed Parking Facilities in accordance with the Master Parking Facilities_Agreement in the
event of the exercise by the Corporation of its remedies pursuant to the aforesaid Purchase and
Use Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Master Developer, the City and the Corporation agree as follows:
1. Non-Disturbance. Provided the Master Developer is not in default (after any
applicable notice and cure periods have expired) under the terms of the Master Parking Facilities
Agreement, the rights of the Master Developer under the Master Parking Facilities Agreement
shall not be affected or disturbed by the Corporation in the exercise of any of its rights and
remedies under the Purchase and Use Agreement.
2. Attornment. In the event the ownership of Financed Parking Facilities or any one
or any portion thereof is allocated to the Corporation following a partition pursuant to Section 2.4
of the Purchase and Use Agreement (the "Partition"), the Master Developer agrees to continue
occupancy of the Financed Parking Facilities under the same terms and conditions of the Master
Parking Facilities_Agreement and will attorn to the Corporation, its successors and assigns.
3. Ri tg its and Remedies of the Corporation.
(a) In the exercise or any of its rights and remedies under the Purchase and
Use Agreement, the Corporation shall be entitled, but not obligated, to exercise the claims,
rights, powers, privileges, options and remedies of the City under the Master Parking Facilities
Agreement and shall be further entitled to the benefits of, and to receive and enforce
performance of, all of the covenants to be performed by the Master Developer under the Master
Parking Facilities Agreement.
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(b) Notwithstanding the Corporation's exercise of any of its rights and
remedies under the Purchase and Use Agreement, the Corporation shall not be or become subject
to any liability or obligation to the Master Developer under the Master Parking Facilities
Agreement or otherwise and the City shall remain fully responsible and liable for all its
obligations under the Master Parking Facilities Agreement until such time as (i) as to one
component or both components of the Financed Parking Facilities, the Purchase and Use
Agreement has been terminated, (ii) the Corporation has been allocated an ownership interest
therein by way of the Partition, and (iii)the City has relinquished all interest therein or has had all
such interest therein terminated by the Partition; and then only as to any component(s)so impacted
and to the extent of liabilities or obligations accruing subsequent to the latest of such events to
occur.
(c) In no event shall the Corporation be obligated to construct or finish the
construction or to renovate or finish the renovation of either component of the Financed Parking
Facilities until such time as (i) as to one component or both components of the Financed Parking
Facilities, the Purchase and Use Agreement has been terminated, (ii) the Corporation has been
allocated an ownership interest therein by way of the Partition, and (iii) the City has relinquished
all interest therein or has had all such interest therein terminated by the Partition; and then only as
to any component(s) so impacted and to the extent of liabilities or obligations accruing
subsequent to the latest of such events to occur.
(d) In no event shall the Corporation be responsible or liable for any act or
omission of the City or subject to any offsets or defenses which the Master Developer might
have against the City under or by way of the Master Parking Facilities_Agreement.
4. Default. Master Developer shall provide the Corporation with all notices of any
breach or default by the City and, thereafter, the opportunity to cure such breach or default, all as
provided for in the Master Parking Faciiities_Agreement.
5. Notices. All notices required to be given under the Master Parking Facilities
Agreement shall be given to the Corporation at the following addresses, or at such other
addresses as may be subsequently given in writing pursuant to the Master Parking Facilities
Agreement:
If to the City: City of North Augusta, South Carolina
Municipal Building
100 Georgia Avenue
North Augusta, South Carolina 29841
Attention: City Administrator
If to the Corporation: North Augusta Public Facilities Corporation
Municipal Building
100 Georgia Avenue
North Augusta, South Carolina 29841
Attention:President
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If to the Master Developer: Greenstone Hammonds Ferry
3301 Windy Ridge Parkway, Suite 320
Atlanta, GA 30339
Attn: Christian B. Schoen
[SIGNATURES BEGIN ON NEXT PAGE.]
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
set forth above.
WITNESSES: NORTH AUGUSTA PUBLIC FACILITIES
CORPORATION, a South C. •lina non-profit
corpora o
By: '
I .. President
STATE OF SOUTH CAROLINA )
COUNTY OF AIKEN )
I, the undersigned Notary Public for the State of South Carolina, do hereby certify that
Michael W. Pope, the President of North Augusta Public Facilities Corporation, personally
appeared before me this day and acknowledged the due execution of the foregoing instrument.
Witness my hand and official seal this a day of ' `! l , 2017.
(SEAL)
Notary Public, State of South Cy�olin
Notary Name Printed: rw... rzt.nc.l. You)"
My Commission Expires:
[SIGNATURES CONTINUE ON NEXT PAGE]
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WITNESSES: GREENSTONE HAMMONDS FERRY, LLC, a
South Carolina limited liability company
By: !' . i/_
Name: Christian B. Schoen
o3 Title: Manager
STATE OF 6eort"t'a-- )
COUNTY OF Cob b
I, the undersigned Notary Public for the State of Georrf K-- do hereby certify that
Christian B. Schoen, the Manager of Greenstone Hammonds Ferry, LLC, a South Carolina
limited liability company, personally appeared before me this day and acknowledged the due
execution of the foregoing instrument.
Witness my hand and official seal this 2h't'"day of r! , 20l7.
t 1' (SEAL)
Notary Publ tate of 6eo r 11'0--
Notary Name Printed: i&e I 1,4 P T o+^"t $
My Commission Expires: Fc b 1-K&P- - l' 2-0/1
• A. ,i
[SIGNATURES CONTINUE ON NEXT PAGE] ;
WITNESSES: CITY OF NORTH AUGUSTA, SOUTH
CAROLINA
■
(
•
By:
B. odd Glo er, City Administrator
STATE OF SOUTH CAROLINA )
COUNTY OF AIKEN
I, the undersigned Notary Public for the State of South Carolina, do hereby certify that B.
Todd Glover, the City Administrator of City of North Augusta, South Carolina, personally
appeared before me this day and acknowledged the due execution of the foregoing instrument.
Witness my hand and official seal this 440 day of , 2017.
LL2 (SEAL)
Notary Public, State of South C7. D
Notary Name Printed:Dt.4".c, Dritino— Vet-IT--
My Commission Expires: 441/0/M
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