COUNTY OF GLYNN,

STATE OF GEORIGA.

 

 

INDEMNIFICATION AND HOLD HARMLESS AGREEMENT

THIS AGREEMENT is made and entered into on this 20th  day of January, 2005, by and between BOARD OF COMMISSIONERS OF GLYNN COUNTY, GEORGIA, hereinafter referred to as the “County”, and STEAMBOAT CITY DEVELOPMENT COMPANY, L.P., a Georgia limited partnership with its principal place of business located in Glynn County, Georgia, hereinafter referred to as the “Indemnifier”.

            WHEREAS, the Board of Commissioners of Glynn County, Georgia, entered into a financial assistance award with the Economic Development Authority (“EDA”) on September 1, 1999, in the amount of One Million Five Hundred Thousand & No/100 Dollars ($1,500,000);

            WHEREAS, this financial assistance award provided for the provision of water and sewer services to portions of North Glynn County adjacent to State Road 99 and Interstate 95;

            WHEREAS, the Indemnifier owns property which received water and services as a result of this financial assistance award;

            WHEREAS, the County wishes to ensure that it will not be liable for any repayment of the funds delivered from the EDA under the aforementioned financial assistance award;

            NOW THEREFORE, for and in consideration of the mutual covenants contained herein, it is understood and agreed between the parties as follows:

1.      The Indemnifier does also agree to indemnify and hold harmless the County, its agents, employees and assigns, from and against any and all claims made on behalf of the EDA for reimbursement of all or part the One Million Five Hundred Thousand & No/100 Dollars ($1,500,000) delivered to the County pursuant to the financial assistance award entered into between the County and the EDA on September 1, 1999.  This shall include any claims, suits and/or judgments for reimbursement of these funds by the EDA under the terms of this Agreement.

 

2.      The term of this Agreement shall be five (5) years from the date of the execution of this Agreement.  It is mutually agreeable to the parties that, if the Indemnifier sells, conveys or otherwise transfers the property known as “The PAWS East Tract” and “CR-7” on the map attached hereto as Exhibit “A”, that this Agreement and any other affiliated agreement may be assumed by the party to which the aforementioned property is conveyed.  Additionally, the parties agree that this Agreement may terminated sooner than the five (5) year anniversary of the execution of this Agreement, if five hundred (500) full time equivalent jobs are created through the development of the aforementioned property.  It shall be the responsibility of the Indemnifier to provide evidence of the creation of said jobs to the County in order to terminate this Agreement prior to the five (5) year anniversary of the execution of this Agreement. 

 

3.      The provisions of this Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the State of Georgia, without reference to its rules relating to choice of law.  Each party hereby consents to the jurisdiction of the State and Federal Courts located in Glynn County, State of Georgia, with respect to any claim arising under or by reason of this Agreement.  Neither party shall prosecute any action, suit, pursuit or claim arising under or by reason of this Agreement except in such courts.

 

4.      This Agreement will be enforced to the fullest extent permitted by the applicable law.  If any provision of this Agreement is held to be invalid or unenforceable to any extent, then (i) such provision will be interpreted, construed and reformed to the extent reasonably required to render the same valid, enforceable and consistent with the original underlying such provision, and (ii) such invalidity or unenforceability will not effect any other provision of this Agreement. 

 

            IN WITNESS WHEREOF, the Parties have hereunto set their hands, affixed their seals and delivered these presents, acting by and through their duly authorized officers, on this the day and year first above written.

 

As to the County:

 

BOARD OF COMMISSIONERS, GLYNN

 COUNTY, GEORGIA

 

                                                            BY:                  /s/                                            

Signed, sealed and delivered this                             Cap Fendig, Chairman

             Day of                         ,                      

2005, in the presence of:

                                                                        Attest:

                                                           

Unofficial Witness                                                                     /s/                                            

                                                                        Cindy Overstreet, Glynn County Clerk

                                                                       

Notary Public.                                                                                                  (SEAL)

My Commission Expires:                     

(NOTARIAL SEAL)

 

 

 

 

 

 

 

 

 

                                                                        As to Indemnifier:

 

                                                                        STEAMBOAT CITY DEVELOPMENT

                                                                        COMPANY, L.P.

 

 

                                                            BY:                                                                 

Signed, sealed and delivered this                             William G. Pitts

             Day of                         ,                             Its: General Partner

2005, in the presence of:

                                                                                                (CORPORATE SEAL)

                                                           

Unofficial Witness                                            

                                                                       

                                                                       

Notary Public.                                                 

My Commission Expires:                     

(NOTARIAL SEAL)