RES 2017-16 Adopted RESOLUTION NO. 2017-16
A RESOLUTION TO AUTHORIZE THE CITY TO ENTER INTO A STADIUM
LICENSE AGREEMENT JOINDER WITH GREENJACKETS BASEBALL, 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 (the "Team Owner"), Ackerman Greenstone North Augusta,
LLC and Greenstone Hammond's Ferry, LLC, entered into by such parties for the
development of Project Jackson, the City has certain responsibilities related to the
construction and licensing of a stadium for use by Team Owner; and
WHEREAS, the City has been involved with negotiations with Team Owner
and has entered into a Stadium License Agreement dated February 22, 2017, with the Team
Owner relative to the construction of the stadium (the "Stadium License 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 Stadium License
Agreement through the entering into and execution of a Stadium License Agreement
Joinder, by and among Greenjackets, the City and the Corporation (the "Stadium Joinder")
to allow the Corporation to be subject to and receive the benefits of the Stadium License
Agreement; and
WHEREAS, the City has received and reviewed the Stadium Joinder; and
WHEREAS, the City has determined that entering into the Stadium 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 Stadium Joinder attached hereto.
2. The City Administrator is authorized to execute the Stadium 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 24TH DAY OF APRIL,2017.
Lark W. Jones, Mayor
ATTEST:
Donna B. Young, Ci Cl
STADIUM LICENSE AGREEMENT JOINDER
This Stadium License Agreement Joinder ("Joinder Agreement") is made and entered
into as of the 24th day of April, 2017 by and between GREENJACKETS BASEBALL, LLC, a
Georgia limited liability company (the "Licensee"), THE CITY OF NORTH AUGUSTA,
SOUTH CAROLINA (the "City") and NORTH AUGUSTA PUBLIC FACILITIES
CORPORATION, a South Carolina non-profit corporation(the "Corporation").
WITNES SETH
WHEREAS, Licensee owns and operates a minor league professional baseball team (the
"Club") which is to play its home baseball games in a stadium to be developed and constructed
by the City and the Corporation (the "Stadium");
WHEREAS, the City and the Licensee have entered into that certain Stadium License
Agreement governing the use and operation of the Stadium (the"Stadium License Agreement");
WHEREAS, the Corporation shall issue installment purchase revenue bonds on behalf of
the City (the "Bonds") for the purpose of constructing the Stadium and for refinancing and
constructing other related facilities;
WHEREAS, to secure the Bonds,the City has leased or will lease the site of the Stadium
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
of Deeds for Aiken County, South Carolina, the Corporation is selling or will sell certain
facilities, including the Stadium,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 Stadium 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 Stadium License Agreement
shall survive and the rights and obligations of the City and the rights and obligations of the
Licensee, shall continue subject to the terms hereof; and
WHEREAS, the Licensee, 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 Stadium in
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accordance with the Stadium License 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 Licensee, the City and the Corporation agree as follows:
1. Non-Disturbance. Provided the Licensee is not in default (after any applicable
notice and cure periods have expired) under the terms of the Stadium License Agreement, the
rights of the Licensee under the Stadium License 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 Stadium 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 Licensee agrees to continue occupancy of the Stadium under the
same terms and conditions of the Stadium License Agreement and will attom to the Corporation,
its successors and assigns.
3. Rights 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 Stadium License
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 Licensee under the Stadium License
Agreement.
(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 Licensee under the Stadium License Agreement or otherwise
and the City shall remain fully responsible and liable for all its obligations under the Stadium
License Agreement until such time as (i) as to the Stadium the Purchase and Use Agreement has
been terminated; (ii) the Corporation has been allocated an ownership interest in the Stadium 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 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 the Stadium until such time as (i) the
Purchase and Use Agreement has been terminated; (ii) the Corporation has been allocated an
ownership interest in the Stadium by way of the Partition; and (iii) the City has relinquished all
interest in the Stadium or has had all such interest therein terminated by the Partition; and then only
as 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 Licensee might have against
the City under or by way of the Stadium License Agreement.
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4. Default. Licensee 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 Stadium License Agreement.
5. Notices. All notices required to be given under the Stadium License 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 Stadium License 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
If to the Licensee: Greenjackets Baseball, LLC
78 Milledge Road
Augusta, Georgia 30904
Attention: Team Owner
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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 Southolina non-profit
,
corporati
'---
Its 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 art...1K‘ day of i4)s,. , 2017.
'(SEAL)
Notary Public, State of South CarAina
Notary Name Printed: bbr"4„, kurv-
<J
My Commission Expires: jIijij
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WITNESSES: GREENJACKETS BASEBALL,LLC, a Georgia limited
liability company
")
By Agon Sports &Entertainment,LLC,a Georgia
limited liability company, as the Managing
Director 7
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Name:` 'hristian B. Schoen r
Title: Director
Date:A ' _i 2 4-t 2,0 d
STATE OF 6 ec '6..._ )
COUNTY OF Co )
I, the undersigned Notary Public for the State of r # do hereby certify that
Christian B. Schoen, the Director of Agon Sports & Entertainment, LLC, Managing Director of
Greenjackets Baseball, LLC, a Georgia 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 day ofg 2017.
0 f `Pry
(SEAL)
Notary Pt ic, State of 0. " t
Notary Name Printed: _; e,lI
My Commission Expires: 0-1-,,,,a,. 1 q. 2-01 3
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WITNESSES: CITY OF NORTH AUGUSTA, SOUTH
CAROLINA
By 1(?
B. odd ,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 ,-, 1' day of I ,2017.
Kit
Notary Public, State of South Car9 1ina
Notary Name Printed: Dra
My Commission Expires: __