RES 2018-28 Adopted RESOLUTION NO. 2018-28
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 stadium project, and
WHEREAS, the City has agreed to remunerate Green Jackets Baseball, LLC in the
amount of$149,702 for costs incurred during construction that were costs to be covered by the City in the
Stadium License Agreement but paid for by Green Jackets Baseball, LLC at risk until such time as the
City could determine that there would be sufficient funds remaining to cover actual construction of the
stadium; and
WHEREAS, the City and Green Jackets Baseball, LLC agree that the Green Jackets
Baseball, LLC will transfer the ownership of these assets to the City via a separate agreement.
WHEREAS, the Mayor and City Council upon review of the Addendum No. 3 to
Stadium License Agreement, a copy of which is attached hereto,marked as "Addendum No. 3 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. 3 to Stadium License Agreement, as attached hereto, is li
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 3RD DAY OF DECE ', !18 /
Robert A. Pettit, Mayor
ATTEST:
Donna B.Young, City Cl k
ADDENDUM NO. 3 TO STADIUM LICENSE AGREEMENT
by and between
GREENJACKETS BASEBALL,LLC
and
THE CITY OF NORTH AUGUSTA, SOUTH CAROLINA
ADDENDUM NO. 3 TO
STADIUM LICENSE AGREEMENT
This Addendum No. 3 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 "Parties," or each, singularly, as a
"Party").
ARTICLE I
RECITALS
This Addendum provides for certain additions, revisions and/or amendments to that
certain Stadium License Agreement by and between the Licensee and the City, dated February
20, 2017 (the "Agreement"). 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.
A. Licensee Allowance: No changes from Addendum #001.
B. Licensee Allowance, Additional Support: No changes from Addendum #001.
C. Initial Licensee Contribution of$1,000,000 towards Construction of the Stadium:
No changes from Addendum #001.
D. Stadium Low Voltage: No changes from Addendum #001.
E. Additional Change Requests: Addendum #002 for the total amount of $132,413.
See that signed agreement dated 08/21/18 for details.
This Addendum #003 represents a final list of settlement claims for GreenJackets
Baseball, LLC to the City of North Augusta. This is a total of $149,702 as
shown in attached Exhibit F.
GreenJackets Baseball, LLC agrees that this settles any and all claims
GreenJackets Baseball, LLC has against the City of North Augusta, Odell
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Associates, Inc. or any of their consultants, Brasfield & Gorrie, LLC, and
Greenstone Development Services, LLC in regard to this Ballpark Stadium, the
A2 bldg, the Clubhouse, the Maintenance Bldg. or Batting Cages.
This agreement also includes Greenstone Development Services, LLC
reimbursing the GreenJackets Baseball, LLC an amount of $33,600. This is
based on 09-27-18 email agreement for this portion of the CO #01 for Musco
Lighting for the Athletic Field Lighting change.
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 amended,
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 invalid, 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 the terms of this Addendum shall be binding unless in writing, dated subsequent to
the date hereon and duly executed by the Parties hereto.
G. Counterparts; Facsimile. This Addendum may be executed in any number
of counterparts and or exchanged via facsimile, each of which shall be deemed an original, but
all such counterparts and/or facsimile or originals together shall constitute but one and the same
instrument.
H. Binding Effect/Benefit. This Addendum shall be binding upon and shall
inure to the benefit of the Parties hereto and their respective affiliates, successors and assigns.
I. 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]
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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:
Name: Christian B. Schoen
Title: Director
Date: 10/29/18
CITY OF NORTH AUGUSTA, SOUTH
CAROLINA
By:
Name: B. Todd Glover
Title: City Administrator
Date: 10/29/18
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Exhibit -F"
List of Settlement items and costs for the Green Jackets Baseball, LLC for the Stadium Ballpark
project. This Settlement list is dated 10/29/18 and is attached.
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