RES 2018-22 Adopted RESOLUTION NO. 2018-22
A RESOLUTION AUTHORIZING THE CITY TO AMEND THE
STADIUM LICENSE AGREEMENT WITH GREEN JACKETS BASEBALL, LLC
FOR THE MINOR LEAGUE BASEBALL STADIUM
TO BE CONSTRUCTED BY THE CITY WITHIN THE AREA BOUNDED GENERALLY BY
GEORGIA AVENUE, WEST RAILROAD AVENUE, CENTER STREET AND THE
SAVANNAH RIVER
WHEREAS, the City, pursuant to a Master Development Agreement approved by
the City by ordinance adopted on January 30, 2017, is to construct a minor league baseball stadium
within the area generally referred to as Project Jackson; and
WHEREAS, the City has negotiated a Stadium License Agreement for the
utilization of the stadium by Green Jackets Baseball, LLC; and
WHEREAS, the City and Green Jackets Baseball, LLC have negotiated the Stadium
License Agreement to allow for the usage of the stadium by Green Jackets Baseball, LLC under
specific terms and conditions as set forth in the Stadium License Agreement; and
WHEREAS, the North Augusta City Council approved said agreement on February
20, 2017, and
WHEREAS, the City and Green Jackets Baseball, LLC have negotiated on final
costs to allow the City to close out the construction contract with Brasfield and Gorrie, and
WHEREAS, Green Jackets Baseball, LLC has agreed to remunerate the City in the
amount of$132,413 for costs incurred during construction that were costs associated directly to the
team and not the City; and
WHEREAS, the Mayor and City Council upon review of the Addendum No. 2 to
Stadium License Agreement, a copy of which is attached hereto, marked as "Addendum No. 2 to
Stadium License Agreement" and incorporated by reference, do believe that such Agreement
represents a reasonable business arrangement by the City with Green Jackets Baseball, LLC and that
such Amendment should be approved and entered into by the City.
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 Addendum No. 2 to Stadium License Agreement, as attached hereto, is
approved and the City is authorized to enter into such Agreement.
2. The City Administrator is hereby authorized to execute such document 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 17TH DAY OF SEPTEMBER,2018.
oe/ /_:414
Robert A. Pettit,Mayor
ATTEST:
Donna B. Young, City Cler
ADDENDUM NO.2 TO STADIUM LICENSE AGREEMENT
by and between
GREENJACKETS BASEBALL, LLC
and
THE CITY OF NORTH AUGUSTA, SOUTH CAROLINA
ADDENDUM NO.2TO
STADIUM LICENSE AGREEMENT
This Addendum No. 2 to Stadium License Agreement (this "Addendum") is made and
entered into as of the last date that a party hereto duly executes this Addendum, as such dates are
indicated with the signatures of the parties hereto, by and between GREENJACKETS
BASEBALL LLC. a South Carolina (formerly Georgia) limited liability company ("Licensee"),
and THE CITY OF NORTH AUGUSTA, SOUTH CAROLINA (the "City") (Licensee and
the City are sometimes herein referred to collectively as the °Partieo," or nac6, singularly, as a
"Party").
ARTICLE I
RECITALS
This Addendum provides for certain addidnns, revisions and/or amendments to that
certain Stadium License Agreement by and between the Licensee and the City, dated February
2O, 2O|7 (the "&greerncn[`). Defined terms used herein and not otherwise defined shall have
the meanings ascribed to them in the 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, Licensee and the City agree as follows and make the following additions
or changes a part of the Agreement as if originally contained therein.
ARTICLE II
AMENDMENTS TO THE AGREEMENT
Following are certain provisions of the Agreement by category or subject that have been
revised or amended by the terms of this Addendum.
/�. Licensee Allowance: No changes from Addendum #001.
B. Licensee Allowance, Additional Support: No changes from Addendum #001.
C. Initial Licensee Contribution of S1,000,000 towards Construction of the Stadium:
No changes from Addendum #001.
D. Stadium Low Voltage: No changes from Addendum #001.
G. Additional Change Requests: <3rocnJuxkcb Baseball, LLC has requested several
change orders to be completed by Brasfield & (}orrie. LLC during the
Construction of the Stadium. These items have been itemized and attached as
Exhibit E. Since the contract with Brasfield and Gorrie, LLC is with the City of
North Augusta, 0rcenJuokcts Baseball, LLC is agreeing to this Addendum #002
and to the total amount nf$|]2,4|].
Once this Addendum #002 has been executed, GreenJackets Baseball, LLC need
to promptly issue a check to the City of North Augusta for this agreed upon
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amount. The City of North Augusta will then execute a settlement agreement
with Brasfield and Gorrie, LLC for all final changes for the project.
GreenJackets Baseball, LLC agrees that this settles any and all claims
GreenJackets Baseball, LLC has against Odell Associates, Inc. and Brasfield &
Gorrie, LLC in regard to this Ballpark Stadium.
GreenJackets Baseball, LLC have stated they still have some pending FF&E
claims that they may have in regard to this Stadium License Agreement and this
Ballpark Stadium project. GreenJackets Baseball, LLC has sent a preliminary
list of items and these are being reviewed with the City.
F. Stadium Signage:No changes from Addendum #001.
G. Outfield Building: No changes from Addendum #001.
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ARTICLE III
MISCELLANEOUS
A. Governing Law. This Addendum shall be in governed accordance with the
laws of the State of South Carolina.
B. Entire Agreement. This Addendum and the Agreement, as unnoodod,
together constitute the final, complete and exclusive written expression of the intent of the
Parties with respect to the subject matter hereof and thereof which will supersede all previous
verbal and written communications, representations, agreements, promises or statements.
Except as amended hereby, the terms and provisions of the Agreement shall remain in full force
and effect.
C. Authority. Each of the Licensee and the City represents that it has the
authority to be bound by the terms of this Addendum. Once executed by both Parties, this
Addendum will, together with the Agreement, constitute a valid and binding agreement,
enforceable in accordance with its terms.
D. Mutual Dependency and Severability. All rights and duties contained in
this Addendum are mutually dependent on and one cannot exist independent of another, provided
that if anyone or more of the provisions contained in this Addendum shall for any reason be held
to be invulN, illegal, or unenforceable in any respect, and if such holding does not affect the
ability of Licensee to perform and have access to the Stadium for all of its intended business
operations as contemplated herein, such invalidity, illegality or unenforceability shall not affect
any other provision hereof, and this Addendum shall be construed as if such invalid, illegal or
unenforceable provision was not contained herein.
E. Notices and Addresses. Any notices given under this Addendum shall be
given in accordance with the terms and provisions of giving notice under the Agreement.
F. Amendment. Modification, or Alteration. No amendment, modification or
alteration of tile terms of this Addendum shall be binding unless in writing, dated subsequent to
the date hereon and duly executed by the Parties hereto.
O. Counterparts; Facsimile. This Addendum may be executed Ill any number
of counterparts and or exchanged via facsimile, each of which shall he deemed an original, but
all such counterparts and/or facsimile or originals together shall constitute but one and thc same
instrument.
R. Binding Effect/Benefit. This Addendum shall be binding upon and shall
inure to the benefit of the Parties hereto and their respective affiliates, successor and assigns.
L Exhibits; Attachments. All exhibits or attachments attached to this
Addendum are incorporated into and are a part of said Addendum and the Agreements if fully set
out herein and therein.
[SIGNATURES FOLLOW ON NEXT PAGE]
IN WITNESS WHEREOF, the parties hereunto set their hands and seals on the
date written below.
GREENJACKETS BASEBALL, LLC, a South
Carolina (formerly Georgia) limited liability
company
By: Agon Sports & Entertainment, LLC a
Georgia
limited liability company, as the Managing
Director
By: /(1:; 1Q,2---------1
Name: Christian B. Schoen
Title: Director
Date: 08/21/18
CITY OF NORTH A - STA, SOUTH
CAROLINA
By: - .l...e.41
_
ame: B. Todd ( lov-
Title: ity Administrator
Date: 08/21/18
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Exhibit'`E"
List of agreed to Change Orders for B&G, LLC to complete for Greet-Jackets Baseball, LLC.
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