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EXHIBIT 10.1
DEPARTMENT OF THE ARMY
LEASE OF UNITED STATES PROPERTY FOR COMMERCIAL CONCESSION
PURPOSES (MAJOR CONCESSIONS)
Lease No. DACW62-1-88-83
THIS LEASE, made between the Secretary of the Army, of the first part, and
Jamestown Resort and Marina, LTD, party of the second part, WITNESSETH:
That the Secretary of the Army, by virtue of the authority conferred on him by
Section 4 of the Act of Congress approved 22 December 1944, as amended (16
U.S.C. 460d), and for the consideration hereinafter set forth, hereby leases to
the party of the second part, hereinafter designated as the Lessee, the
following described premises, hereinafter referred to as the premises, for
commercial concession purposes:
Said premises are designated in red on the map labeled Exhibit "A," attached
hereto and made a part hereof.
THIS LEASE is granted subject to the following terms and conditions:
1. TERM.
a. Said premises are hereby leased for a term of 25 years
beginning January 1988, and ending 31 December 2012.
b. This lease may be relinquished by the Lessee at the end of any
lease year by giving six (6) months prior notice to the District Commander,
U.S. Army Engineer District, Corps of Engineers, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇.
c. The Government may revoke this lease in the event the Lessee
violates any of the terms and conditions of this lease and continues and
persists in such violation for a period of sixty (60) days after the District
Commander has advised the Lessee of such violation in writing.
2. RENTAL.
a. The annual rent due the United States in consideration of the
grant of this lease will be a combination of fixed rent and graduated rent.
The amount of the rent will depend on the relationship of the total receipts
(gross income) from the business operations conducted on
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the premises to the cost of providing all structures and equipment used for the
production of that income, called "Gross Fixed Assets" (GFA). For the purposes
of collecting the rent, the following shall not be included in gross income:
the cost of hunting and fishing license; taxes collected for direct remittance
to the taxing authority; that portion of income from guide service paid
directly to the guides; and the exact amount collected from customers for
electrical service which is metered to the customer and collected by the Lessee
as the servicing agent and paid to the power company. Increases or decreases
in the GFA reported during the first six (6) months of each year will be
effective on 1 January of the following year. As to structures (not
equipment), the GFA will be modified annually to reflect application of the
Composite Construction Cost Index (CCCI) in effect on 1 January of the current
lease year as published by the Department of Commerce, Bureau of Census.
Business operations shall include both GFA located on and gross income produced
from lessee's private property when such private property is used as an
integral part of this concession. A percentage of the rental commensurate with
the percentage of GFA on private land or the percentage of gross income (when
over 50%) generated on private land, whichever is a greater percentage, will be
deducted from the rental.
b. The rental will be calculated according to the following:
Breakeven Point Base Balance of
(Income to GFA) Rate Income Rate
Kind of Business % % %
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1. Sales 70 1.50 3.00
2. Rents and Services 30 4.50 7.00
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A weighted average Breakeven Point (called the Breakeven Point) and a weighted
average Base Rate (called the Base Rate) will be calculated and used when
applying the schedule to mixed business. The rent on gross income below the
Breakeven Point will be calculated using 50% of the base rate. The rent on
gross income between the Breakeven Point and twice the Breakeven Point will be
calculated using 150% of the base rate. The rent on gross income above twice
the Breakeven Point will be calculated using the Balance of Income Rate.
License fees and taxes collected from customers for direct remittance to a
taxing authority will not be considered as receipts from the business
operations conducted on the leased premises. Likewise, monies collected from
customers by the Lessee for electric bills arising from individual meters where
the Lessee is acting only as a servicing agent will not be considered as
receipts from the business operations conducted on the leased premises provided
the customer reimburses the
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Lessee for the exact amount of the electric ▇▇▇▇. A sample calculation of rent
and the form to be used for calculating rent is attached hereto as Exhibit "B."
c. It is desirable that the payment of rental be on as current a
basis as possible. Reports of income will be quarterly (cumulative on an
annual basis). Rental will be calculated and payment made by the tenth (10th)
day of the month following the reporting period. Since rental is calculated on
an annual basis, the total income for the first reporting period will be
applied to the total GFA for,rental computation purposes. Income for the
second and subsequent reporting periods will be added to that previously
reported and used for computation purposes, ie., the total income (cumulative)
through the reporting period for the year will be used. The final (year end)
rental report and payment will be due no later than thirty (30) days after the
end of the business year as defined in the annual report.
d. As a part of the annual rental, the Lessee shall pay Four
Thousand Dollars ($4,000.00), as a fixed minimum rental which shall be payable
semiannually on or before 1 April and 1 October of each year, except the first
payment shall be made upon delivery of the lease and, if applicable, prorated
in proportion to the period involved. The last payment shall, if applicable,
also be prorated for the period involved. The fixed minimum rental, while not
refundable, will be offset against rental resulting from computations set out
in Conditions 2a, b, and c above. The fixed minimum annual rental is
determined by the amount of GFA and will be adjusted on 1 January each year
based on the following:
FIXED MINIMUM RENTAL
GROSS FIXED ASSETS ANNUAL PAYMENT
$150,000 to $200,000 $1,200
$200,001 to $250,000 $1,500
$250,001 to $300,000 $1,800
$300,001 to $400,000 $2,000
$400,001 to $500,000 $2,500
$500,001 to $600,000 $3,000
$600,001 to $700,000 $3,500
$700,0001 or more $4,000
The fixed minimum rental, while not refundable, will be offset against rental
payments in preparing the reports of income required by c. above.
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e. The United States will impose a charge, the amount to be
determined by law or regulation, on late payment of rent or other payments due
under this agreement for each 30-day period that the payment is overdue. The
full late charge will also be applicable to periods of less than thirty (30)
days.
f. The Lessee shall also pay to the United States, on demand, any
sum which may be expended after the expiration, revocation, or termination of
this lease in restoring the premises as provided by Condition 21 hereof.
g. In addition to the right of revocation, if the rent or other
payments hereinabove provided to be paid by the Lessee or any part thereof
shall be in arrears and unpaid for thirty (30) days after the same shall become
due, then and in such case the United States may, through said District
Commander, elect to terminate this lease by notification in writing to the
Lessee; in event of such termination, the Lessee shall be required to promptly
vacate and restore the premises in accordance with Condition 21 hereof.
h. All tents or other payments pursuant to this lease shall be
made payable to FAO, U.S. Army Engineer Division, Ohio River, and shall be
forwarded directly to the District Commander, Nashville District, or to a
representative designated by him.
i. Notwithstanding the above, the gross receipts from the sale of
boats (including launches, cruisers, or other floating craft) and motors, and
the fixed assets (or an appropriate proportion thereof which contributes solely
to the production of income from the sale of boats and motors), shall not be
taken into consideration in computing the graduated rental. Such sales shall
be treated separately and the Lessee shall pay to the United States, as a part
of the rental, one percent (1%) of the gross receipts from such sales resulting
from the Lessee or any subsidiary doing business on the lake, whether or not
the boats or motors sold where displayed on the leased premises. In
determining gross receipts, the full contract price, less any allowance for a
trade-in, shall apply in each sale transaction. The amount of commission
received from the sale of boats and motors for the account of others will be
reported as income quarterly along with graduated rental reports. The Lessee
shall maintain complete and accurate records of all receipts from the sale of
boats and motors separate and apart from other records required under the
lease, and shall furnish such additional records as the District Commander
deems necessary to adequately reflect the boat and motor sales operations
conducted by the Lessee or subsidiary.
3. USE AND DEVELOPMENT OF PREMISES. The premises may be occupied and
used by the Lessee solely for the conduct of business in connection with the
recreational development of the premises for the general use of the public as
follows:
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a. Said business may include the following activities:
(1) Furnishing facilities, maintaining or docking
privately-owned boats.
(2) Servicing, maintaining and caring for privately-owned
boats.
(3) Sale of gasoline and oil.
(4) Sale of boat accessories.
(5) Transportation of passengers by boat for hire.
(6) Hiring boats (with or without motors).
(7) Sale of food, refreshments, fishing tackle, bait and
other supplies.
(8) Vacation cabins and motel accommodations for
transient use only.
(9) Recreational facilities - swimming pool, tennis and
badminton courts, etc.*
(10) Furnishing of services, utilities, and special
facilities for short-term camping and transient
trailer parking.
(11) Guide service.*
*At the option of the Lessee.
b. The Lessee shall provide the facilities in accordance with the
Development Plan (Facility Requirements), designated Exhibit "C" attached
hereto and made a part hereof.
c. The Lessee shall commence the development of the premises
within six (6) months after the date of delivery of this lease to the Lessee,
and shall have the facilities and services enumerated on Exhibit "C" available
to the general public within the periods of time stated on said Exhibit "C."
The Lessee shall, upon completion of all proposed development covered in this
lease, submit to the District Commander a complete "as built" site plan and "as
built" construction plan for all facilities.
d. The District Commander may agree in writing to an extension of
time for providing the facilities and services designated in Exhibit "C" or may
waive the providing thereof for other than those specified for the first lease
year as designated in Exhibit "C" whenever, in his opinion, the public demand
does not reach the anticipated level at the time stated, or when a delay in
providing the facilities and services is beyond the control of the Lessee.
e. The Lessee may provide additional facilities and services at
any time after obtaining the written approval of the District Commander.
f. Upon completion of said facilities, documentation of the costs
to the satisfaction of the District Commander shall be furnished to him for
adjustment of the GFA and fixed minimum rental as provided above.
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4. STRUCTURES AND EQUIPMENT. The Lessee shall have the right, during the
term of the lease, to erect such structures and to provide such equipment upon
the premises as may be necessary to furnish the facilities and services
authorized under Condition 3 of this lease, which structures and equipment
shall be and remain the property of the Lessee, except as otherwise provided in
Condition No. 21 below, and may be removed therefrom by the Lessee as provided
in Condition No. 21. Provided however, that no structure may be erected or
altered upon the premises unless and until the design and proposed location or
alteration thereof shall have been approved in writing by the District
Commander.
5. INSURANCE. At the commencement of this lease, the Lessee will obtain
from a reputable insurance company, and carry liability or indemnity insurance
providing for minimum limits of $500,000 per person in any one claim, and
aggregate limit of $1,000,000 for any number of periods or claims arising from
any one incident with respect to bodily injuries or death resulting therefrom,
and $100,000 for damage to property suffered or alleged to have been suffered
by any person or persons resulting from the operations of the Lessee under the
terms of this lease.
6. TRANSFERS, ASSIGNMENTS, SUBLEASES. The Lessee shall neither transfer
nor assign this lease nor sublet the premises or any part thereof, nor grant
any interest, privilege, or license whatsoever in connection with this lease,
nor shall this lease be assignable or transferable by process or operation of
law including, but not limited to, insolvency proceedings, bankruptcy, or
intestacy, or in any other manner without permission in writing from the
District Commander. Should the Lessee be a corporation, said corporation shall
keep the District Commander informed of the current officers of the
corporation, as well as any changes in the major stockholders, and changes to
cost of GFA resulting from such transactions, which costs will be used in
rental computations. The provisions of any subleases shall be subject to prior
written approval of the District Commander. The Government reserves the right
to immediately terminate any lease which is transferred or assigned or sublet
in whole or in part without prior written approval of the District Commander,
and the Lessee forfeits any claim against the Government for such action.
7. SUBJECT TO EASEMENTS. This lease is subject to all existing
easements, and easements subsequently granted, for roadways and utilities
located or to be located on the premises.
8. SUPERVISION OF DISTRICT COMMANDER. The use and occupation of the
premises shall be subject to the general supervision and approval of the
District Commander or his authorized representative and to such rules and
regulations as may be prescribed from time to time.
9. RATES AND PRICES. The rates and prices charged by the Lessee or its
grantees for accommodation, food (except packaged goods), and services
furnished or sold to the public shall be reasonable and comparable to rates
charged for similar goods and services by others in the community and on the
lake. The Government shall have the right to review
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such rates and prices and require an increase or reduction where it finds the
objection of this paragraph has been violated. The Lessee shall keep a
schedule of such rates and prices posted at all times in an appropriate and
conspicuous place on the premises. The District Commander may request
submission of rates and prices on an as requested basis.
10. ACCOUNTS AND RECORDS. The Lessee shall maintain complete and accurate
records of all receipts and disbursements and such additional records as the
District Commander deems necessary to adequately reflect the operations
conducted on the premises. The Lessee shall furnish to the District Commander,
on or before 15 April following each operating or calendar year, certified true
copies of his balance sheet, profit and loss statement, and a statement of the
total compensation (salaries, wages, bonuses, and dividends) paid from the
operations authorized by this lease. All accounts and records of the Lessee
involving the operations conducted on the premises will be subject to
inspection and audit at any convenient time by the District Commander or his
duly authorized representatives.
11. PROTECTION OF PROPERTY. The Lessee shall be responsible for any
damage that may be caused to Government property by the activities of the
Lessee under this lease, and shall exercise due diligence in the protection of
all improvements, timber, and property of the United States which may be
located on the premises, against fire or damage from any and all other causes.
12. RIGHT TO ENTER. The right it hereby reserved to the United States,
its officers, agents, and employees, to enter upon the premises at any time and
for any purpose in connection with Government work, including the following:
health and safety inspections; to remove therefrom timber or other material,
except property of the Lessee: to flood premises, to manipulate the level of
the lake or pool in any manner whatsoever; and/or to make any other use thereof
as may be necessary in connection with project purposes; and the Lessee shall
have no claim for damages on account thereof against the United States or any
officer, agent, or employee thereof.
13. MAINTENANCE. The Lessee shall keep the premises in good order and in
a clean, sanitary, and safe condition, and shall at all times maintain all
structures and equipment in a condition satisfactory to said District
Commander.
14. HEALTH AND SAFETY. In addition to the rights of revocation previously
stated, the District Commander or his representative upon discovery will notify
the Lessee of any health or hazardous conditions within the area covered by the
lease which present an immediate threat to health and/or danger to life or
property. If the condition is not corrected within the time specified by the
District Commander, the District Commander will have the option to (1) correct
the health or hazardous conditions and collect the cost of repairs from the
Lessee, or (2) suspend the Lessee's use of the premises or the Lessee's
operation where the health or hazardous condition exists until such condition
is corrected. The Lessee will be obligated to pay rental, notwithstanding any
interruption or suspension of his activities, as
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may be required under (1) and (2) above. The Lessee shall have no claim for
damages against the United States, or any officer, agent, or employee thereof
on account of action taken pursuant to this condition. The Lessee shall:
a. Rent watercraft with a minimum of ten cubic feet of
displacement space per passenger; marked with passenger capacity; with
capability to remain afloat with capacity load when overturned or swamped; with
additional oars and paddles in case of accident or failure of ordinary
propelling force; with rescue equipment and a United States Coast
Guard-approved life preserver for each passenger. The Lessee shall comply with
the provisions of State boating laws and the Federal Boat Safety Act of 1971
(P.L. 92-75), as amended (46 U.S.C. 1451 et seq.) with regard to rentals of
boats and motors.
b. Install fire safety equipment as required by the District
Commander. This equipment shall be in readiness at all times for immediate use
and shall be tested in accordance with applicable laws, rules and regulations.
c. Fully comply with Nashville District Safety Directive, ORNR
405-2-4, dated 15 May 1982, as may be amended.
15. LIGHTS AND SIGNALS. If the display of lights and signals on any work
hereby authorized is not otherwise provided for by law, such lights and signals
as may be prescribed by the Coast Guard or by the District Commander shall be
installed and maintained by and at the expense of the Lessee.
16. PUBLIC USE. No attempt shall be made by the Lessee to forbid the full
and free use by the public of the water areas of the project.
17. HUNTING AND TRAPPING. The Lessee shall not ▇▇▇▇ or trap or allow
hunting or trapping on the premises.
18. PROHIBITED USES. The Lessee shall not permit gambling on the
premises, or install or operate, or permit to be installed or operated thereon,
any device which, in the opinion of the District Commander is contrary to good
morals or is otherwise objectionable; use the premises, or permit them to be
used for any illegal or immoral business or purpose; there shall not be carried
on or permitted upon the premises any activity which would constitute a
nuisance. The Lessee shall not sell, store, or dispense, or permit the sale,
storage, or dispensing of beer or other intoxicating liquors on the premises
without prior written approval of the District Commander.
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19. TIMBER. The Lessee shall cut no timber, conduct no mining operations,
remove no sand, gravel, or kindred substances from the ground, commit no waste
of any kind, nor in any manner substantially change the contour or condition of
the premises, except as may be authorized under and pursuant to Condition 4
hereof; but the Lessee may salvage such fallen or dead timber as may be
required for use as firewood.
20. NAVIGATION. There shall be no unreasonable interference with
navigation by the exercise of the privileges hereby granted.
21. RESTORATION. On or before the date of expiration of this lease or its
termination by the Lessee, the Lessee shall vacate the premises, remove the
property of the Lessee therefrom, and restore the premises to a condition
satisfactory to the District Commander. If, however, this lease is revoked,
the Lessee shall vacate the premises, remove said property therefrom, and
restore the premises to the condition aforesaid within such time as the
District Commander may designate. In either event, if the Lessee shall fail or
neglect to remove said property and so restore the premises, then, at the
option of the Secretary of the Army, said property shall either become the
property of the United States without compensation therefor, or the Secretary
of the Army may cause it to be removed and the premises to be restored at the
expense of the Lessee, and no claim for damages against the United States or
its officers or agents shall be created by or made on account of such removal
and restoration work.
22. APPLICABLE LAWS AND REGULATIONS. The Lessee shall comply with all
Federal laws and regulations and with all applicable laws, ordinances, and
regulations of the state, county, and municipality wherein the premises are
located, with regard to construction, health, safety, food-service, water
supply, sanitation, licenses or permits to do business and all other matters.
The Lessee shall not discharge waste or effluent from the property in such a
manner that the discharge will contaminate streams or other bodies of water, or
otherwise become a public nuisance.
23. TAXES. Any and all taxes imposed by the State or its political
subdivisions, upon the property or business of the Lessee on the premises shall
be paid promptly by the Lessee.
24. WATER POLLUTION. The Lessee shall comply with any regulations,
conditions or instructions affecting the activity hereby authorized if and when
issued by the Environmental Protection Agency and/or a state, interstate or
local governmental water pollution control agency having jurisdiction to ▇▇▇▇▇
or prevent water pollution. Such regulations, conditions, or instructions in
effect or prescribed by the Environmental Protection Agency, state, interstate
or local governmental agency are hereby made a condition of this lease. All
sanitation facilities on boats moored at the concession, including rental
boats, shall be in accordance with Federal, state, and local laws and
regulations.
25. PRESERVATION. The Lessee shall not remove or disturb, or cause or
permit to be removed or disturbed, any historical, archeological, architectural
or other cultural artifacts, relics, vestiges, remains or objects of antiquity.
In the event such items are discovered on
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the premises, the Lessee shall immediately notify the District Commander,
Nashville District, and the Kentucky Heritage Commission, State Historical
Preservation Officer, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and the site
and material shall be protected by the Lessee from further disturbance until a
professional examination of them can be made, or until clearance to proceed is
authorized by the District Commander.
26. INDEMNITY. The United States shall not be responsible for damages to
property or injuries to persons which may arise from or be incident to the
exercise of the privileges herein granted, or for damages to the property of
the Lessee, or for damages to the property or injuries to the person of the
Lessee's officers, agents, servants, or employees or others who may be on the
premises at their invitation or the invitation of any one of them, arising from
or incident to any governmental activities on the premises, and the Lessee
shall hold the United States harmless from any and all such claims.
27. NON-DISCRIMINATION. The Lessee shall not discriminate against any
person or persons because of race, color, age, sex, handicap, or national
origin in the conduct of operations on the leased premises.
28. OFFICIALS NOT TO BENEFIT. No Member of or Delegate to Congress or
Resident Commissioner shall be admitted to any share or part of this lease or
to any benefits to arise therefrom. Nothing, however, herein contained shall
be construed to extend to any incorporated company if the lease be for the
general benefit of such corporation or company.
29. COVENANT AGAINST CONTINGENT FEES. The Lessee warrants that no person
or selling agency has been employed or retained to solicit or secure this lease
upon an agreement or understanding for a commission, percentage, brokerage, or
contingent fee, excepting bona fide employees or bona fide established
commercial or selling agencies maintained by the Lessee for the purpose of
securing business. For breach or violation of this warranty, the Government
shall have the right to annul this lease without liability, or, in its
discretion, to require the Lessee to pay, in addition to the lease rental or
consideration, the full amount of such commission, percentage, brokerage, or
contingent fee.
30. SEVERAL LESSEES. If more than one Lessee is named in this lease, the
obligations of said Lessees herein contained shall be joint and several
obligations.
31. DISPUTES CLAUSE.
a. Except as otherwise provided in this lease, any dispute
concerning a question of fact arising under this lease, which is not disposed
of by agreement, shall be decided by the District Commander, who shall reduce
his decision to writing and mail or otherwise furnish a copy thereof to the
Lessee. The decision of the District Commander shall be final and conclusive
unless, within thirty (30) days from the date of receipt of such copy, the
Lessee mails or otherwise furnishes to the District Commander a written appeal
addressed to the Secretary of the Army. The decision of the Secretary or his
duly authorized
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representative for the determination of such appeals shall be final and
conclusive unless determined by a court of competent jurisdiction to have been
fraudulent, or capricious, or arbitrary, or so grossly erroneous as necessarily
to imply bad faith, or not supported by substantial evidence. In connection
with any appeal proceeding under this condition, the Lessee shall be afforded
an opportunity to be heard and to offer evidence in support of its appeal.
Pending final decision of a dispute hereunder, the Lessee shall proceed
diligently with the performance of the contract and in accordance with the
District Commander's decision.
b. This Condition does not preclude consideration of law
questions in connection with decisions provided for in paragraph a. above:
provided, that nothing in this Condition shall be construed as making final the
decision of any administrative official, representative, or board on a question
of law.
32. NOTICES. All notices to be given pursuant to this lease shall be
addressed, if to the Lessee, to
Mr. ▇▇▇▇▇ ▇▇▇▇▇▇, Secretary
Jamestown Resort and Marina, LTD.
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
and if to the Government, to the District Commander, Nashville District, Corps
of Engineers, ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, or as may from time to
time otherwise be directed by the parties. Notice shall be deemed to have been
duly given if and when enclosed in a properly sealed envelope or wrapper,
addressed as aforesaid, and deposited postage prepaid (or, if mailed by the
Government, deposited under its franking privilege) in a post office or branch
post office regularly maintained by the United States Government.
33. SUCCESSION OF LEASE. This lease supersedes and is in lieu of Lease
No. DACW62-1-72-221, dated 28 March 1972, having a term beginning 1 January
1972 and ending 31 December 1996.
IN WITNESS WHEREOF I have hereunto set my hand by authority of the
Secretary of the Army this 1st day of February 1988.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief, Real Estate Division
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THIS LEASE is also executed by the Lessee this 27th day of January, 1988.
JAMESTOWN RESORT AND MARINA, LTD.
BY: JAMESTOWN RESORT AND MARINA,
INC., GENERAL PARTNER
/s/ ▇▇▇▇▇▇ ▇▇▇▇
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CHAIRMAN - ASSIGNEE
I, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, certify that I am the Secretary of Jamestown Resort and
Marina, Inc. that ▇▇▇▇▇▇ ▇▇▇▇, who executed this assignment on behalf of said
corporation was then chairman of same; that this instrument was duly signed for
and in behalf of said corporation by authority of its governing body, and is
within the scope of its corporate powers.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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- SECRETARY
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Graduated Rent System
INSTRUCTIONS TO LESSEE
Fill out Concession Name, period covered by the computation form and the
correct amount of Gross Fixed Assets (G.F.A.).
In Column (1) insert the amounts, divide as between Sales and Rents and
Services. Convert these amounts to percentage of the total and insert in
Column (2).
Multiply Column (3) by Column (2) and enter the products in Column (4) without
decimals. Show a total for the Column at the bottom. Point off two places.
Round off this figure (Composite Break-Even Point) to the nearest whole
percent, dropping any amount less than 0.5 percent, and enter on line 1 under
Rate.
Multiply Column (5) by Column (2) and enter the products in Column (6) without
decimals. Show a total for the column at the bottom. Point off four places.
Round off this figure (Composite Base Rate) to the nearest hundredth of a
percent and enter on line 2 under Rate.
Enter 50% of line 2 rate on line 3 under Rate and enter 150% of line 2 rate on
line 4 under Rate.
Multiply Gross Fixed Assets by the percentage on line 1, Composite Break-Even
Point. If the product is greater than Total Income enter Total Income on line
3 under Income. If less than Income enter the product on line 3 under Income.
Subtract the entry just made on line 3 from Total Income. If the difference is
equal to line 3 entry or less, post the difference directly below on line 4.
If grater than the line 3 entry duplicate the line 3 entry on line 4 and post
any Balance of Income to line 5.
If an entry is made under Income on line 5, multiply Column (7) by Column (2)
and enter the product in Column (8) without decimals. Show a total for the
column at the bottom. Point off four places. Round off this figure (Composite
Balance of Sales Rate) to the nearest hundredth of a percent and enter on line
5 under Rate.
Multiply line 3 Income by line 3 Rate and post the product to line 3, Rent.
Follow the same procedure for lines 4 and 5 as appropriate.
Add all items of Rent on line 6. Divide the Total by Total Income and show the
percentage of Total Income on line 6.
Enter Rent Paid to Date on line 7 including Fixed Minimum Rental and any
Percentage Rental.
Enter Balance on line 8.
EXHIBIT "B" TO LEASE
13
14
DEVELOPMENT PLAN
EXHIBIT "C"
1. Continued maintenance and operation of the following existing
facilities:
ITEM VALUE
---- -----
Manager's Residence $50,000.00
Assistant Manager's Residence 30,000.00
17 Cottages 275,000.00
Swimming Pool 10,000.00
Restaurant 50,000.00
54 Houseboat Slips 172,800.00
3 Rental Pontoon Boats 9,000.00
19 Rental Fishing Boats 22,800.00
5 - 15 hp Rental Motors 6,000.00
Public Restrooms & Related Facilities 15,000.00
Shop Building (48'x80') 75,000.00
Miscellaneous Equipment, Furnishings
and Related Facilities 574,400.00
----------
TOTAL $1,290,000.00
2. Facilities and services to be provided during the first year of the
lease:
ITEM PROJECTED COST
---- --------------
Remove Some Existing Facilities
380 Additional Boat Slips
of varied sizes $2,365,000.00
Service Dock 727,000.00
Parking Lot 330,500.00
25 Rental Houseboats 1,000,000.00
------------
$4,422,500.00
3. Beyond first year development:
ITEM PROJECTED COST
---- --------------
RV Park $ 126,150.00
Camping Area 224,875.00
Island Parking & Causeway
(subject to obtaining permit) 2,007,650.00
------------
TOTAL $2,358,675.00
4. Additional overnight accommodations if demand justifies, no projected
cost. Total Existing Facilities, First-Year Development and Beyond =
$8,071,175.
14
15
============================================================================================================
Corps of Engineers Concession Name District
-----------------------------
Graduated Rent System Location
Rent Computation Form
------------------------------------------------------------------------------------------------------------
Period Gross Fixed Assets (G F A)
1 April 1969 - 31 March 1970 $100,000
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
Classification of Income Break-even point Base Rate Balance of Income Rate
(Percent of G F A)
------------------------------------------------------------------------------------------------------------
Amounts % % % %
------------------------------------------------------------------------------------------------------------
(1) (2) (3) (4) (5) (6) (7) (8)
------------------------------------------------------------------------------------------------------------
Sales $ 72,000 60 70 .4200 1.50 .90 3.00 1.80
------------------------------------------------------------------------------------------------------------
Rents & 48,000 40 30 .1200 4.50 1.80 7.00 2.80
Services
------------------------------------------------------------------------------------------------------------
Total $120,000 100 .5400 2.70 4.60
------------------------------------------------------------------------------------------------------------
# Item Rate % Income Rent
------------------------------------------------------------------------------------------------------------
1 Composite ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇
(▇▇ ▇ ▇ ▇)
------------------------------------------------------------------------------------------------------------
2 Composite Base Rent 2.7
------------------------------------------------------------------------------------------------------------
3 Income below 1.4 $54,000 $756
Rent Computations Break-even
Point
------------------------------------------------------------------------------------------------------------
4 Income from 4.1 54,000 2,214
Break-even to
twice break-
even
------------------------------------------------------------------------------------------------------------
5 Balance of 4.6 12,000 552
Income
------------------------------------------------------------------------------------------------------------
6 Total Rent Due % of total income 2.9 $3,522
------------------------------------------------------------------------------------------------------------
7 Rent paid to Date (Fixed Minimum Rental, plus
percentage rental)
------------------------------------------------------------------------------------------------------------
8 Balance Due $
============================================================================================================
EXHIBIT "B"
TO LEASE
SAMPLE RENTAL FORM
15
16
DEPARTMENT OF THE ARMY
Corps of Engineers
Nashville District
Lease No. DACW62-1-88-83
Project: Wolf Creek Dam and
Lake Cumberland
FIRST SUPPLEMENTAL AGREEMENT
THIS SUPPLEMENTAL AGREEMENT, made and entered into by and between the Secretary
of the Army, of the first part, and Jamestown Resort and Marina, LTD, the
second part,
W I T N E S S E T H
WHEREAS, by Lease No. DACW62-1-88-83, dated 1 February 1988, the party of the
first part leased to the party of the second part approximately 287.45 acres,
more or less, for commercial concession purposes; and,
WHEREAS, the party of the first part has requested a modification of the rental
payment procedures as specified by Condition 2d of the subject lease; and,
WHEREAS, it is to the mutual advantage of the parties hereto that this
modification be approved;
NOW, THEREFORE, for and in consideration of the above premises and for other
good and valuable considerations, said lease is amended in the following
respect but in no others:
The lease is amended by changing the semiannual rental payment dates from 1
April and 1 October of each year to 1 January and 1 July of each year.
It is mutually understood and agreed between the parties hereto that all other
terms and conditions of said Lease No. DACW62-1-88-83 shall be and remain the
same.
17
IN WITNESS WHEREOF, I have hereunto set my hand by authority of the Secretary
of the Army this 29th day of March, 1988.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief, Real Estate Division
THIS LEASE is also executed by the lessee this 7th day of March, 1988.
BY: JAMESTOWN RESORT AND MARINA, LTD
JAMESTOWN RESORT AND MARINA, INC.,
GENERAL PARTNER
/s/ R. ▇▇▇▇▇▇ ▇▇▇▇
-------------------------------------
Chairman
I ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, certify that I am the Secretary of Jamestown Resort and
Marina, Inc.; that R. ▇▇▇▇▇▇ ▇▇▇▇, who executed this assignment on behalf of
said corporation was then Chairman of same; that this instrument was duly
signed for and in behalf of said corporation by authority of its governing
body, and is within the scope of its corporate powers.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Secretary
-2-
18
DEPARTMENT OF THE ARMY
NASHVILLE DISTRICT
CORPS OF ENGINEERS
Lease No. DACW62-1-88-83
Project: Wolf Creek Dam and
Lake Cumberland
SECOND SUPPLEMENTAL AGREEMENT
THIS SUPPLEMENT AGREEMENT, made and entered into between the Secretary
of the Army, of the first part, and Jamestown Resort and Marina, LTD, of the
second part,
W I T N E S S E T H
WHEREAS, by Lease No. DACW62-1-88-83, dated 1 February 1988, the party
of the first part leased to the party of the second part approximately 287.45
acres, more or less, for commercial concession purposes, for a term of 25
years; and
WHEREAS, the party of the second part has requested that a lease term
renewal clause be added allowing for a 25-year extension, assuming the party of
the second part is in satisfactory compliance with all lease conditions; and
WHEREAS, it is to the mutual advantage of the parties hereto that the
term renewal condition be added to said lease:
NOW THEREFORE, for and in consideration of the above premises and for
good and valuable considerations, said lease is amended in the following
respects, but in no others:
It is understood that said lease, upon expiration, shall be renewable
for an additional 25-year term without interruption. Said renewal, however,
shall be subject to the satisfactory compliance with all lease conditions
during its original term and subject to approval by the Government.
19
IN WITNESS WHEREOF I have hereunto set my hand by authority of the Secretary of
the Army this 8th day of August, 1988.
/s/ ▇. ▇▇▇
------------------------
For ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief, Real Estate Division
THIS LEASE is also executed by the lessee this 5th day of August 1988.
BY: JAMESTOWN RESORT AND MARINA, LTD
JAMESTOWN RESORT AND MARINA, INC.,
GENERAL PARTNER
/s/ R. ▇▇▇▇▇▇ ▇▇▇▇
------------------------------------
Chairman
I, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, certify that I am the Secretary of Jamestown Resort and
Marina, Inc.; that R. ▇▇▇▇▇▇ ▇▇▇▇, who executed this assignment on behalf of
said corporation was then Chairman of same; that this instrument was duly
signed for and in behalf of said corporation by authority of its governing
body, and is within the scope of its corporate powers.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ - Secretary
STATE OF KENTUCKY )
) SCT
COUNTY OF ▇▇▇▇▇▇▇ )
I, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Clerk of the ▇▇▇▇▇▇▇ County Court, do hereby
certify that the foregoing supplemental Agreement was produced to me and lodged
for record in my said office on the 9th day of December, 1988 at 3:02 p.m.;
whereupon, I have recorded the same, the foregoing, and this certificate in
Deed Book 115, Page 207. Given under my hand this 9th day of December, 1988.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, CLERK:
BY: ▇▇▇▇▇ ________________, D.C.
20
It was noted during the on-site inspection that a majority of the items
required within the first year development plan were under construction. A
more thorough review of items required within the first year will be conducted
on the next scheduled inspection in August of 1988 approximately eight months
within the first year of the lease.
4. Condition 5 states that at the commencement of this lease, the lessee
will obtain from a reputable insurance company and carry liability or indemnity
insurance providing for minimum limits of $500,000 per person in any one claim,
and aggregate limit of $1,000,000 for any number of periods on claims arising
from any one incident with respect to bodily injuries or death resulting
therefrom, and $100,000 for damage to property suffered or alleged to have been
suffered by any person or persons resulting from the operations of the lessee
under the terms of this lease. The present certificate on file has an
expiration date of 3-2-88. Please contact your insurance agent and have a
certificate of insurance with minimum limits of coverage forwarded to this
office.
5. Condition 10 states, in part, that the lessee shall maintain complete
and accurate records of all receipts and disbursements and such additional
records as the District Commander deems necessary to adequately reflect the
operations conducted on the premises. The lessee shall furnish to the District
Commander on or before 15 April following each operating or calendar year,
certified copies of his balance sheet, profit and loss statement, and a
statement of the total compensation (salaries, wages, bonuses, and dividends)
paid from the operations authorized by this lease. A financial statement from
the period 1-1-87 through 11-3-87 is due from the former lessee, the present
owners are required to submit a statement for the period 11-14-87 through
12-31-87.
6. Construction has also begun on the car and trailer parking and the
cabin/office building.
7. The inspection was conducted with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Park Ranger, Lake
Cumberland Resource Manager's office.
8. The weather on the day of the inspection was sunny and mild.
*No unauthorized use of Government property was observed
DISK NO. 10A (CUMB-20)
21
DEPARTMENT OF THE ARMY
CORPS OF ENGINEERS
NASHVILLE DISTRICT
Lease No DACW62-1-0083
Wolf Creek and Lake Cumberland
SECOND SUPPLEMENTAL AGREEMENT
THIS SUPPLEMENTAL AGREEMENT, made and entered into by and between the Secretary
of the Army of the first part, and Jamestown Resort and Marina, LTD, the second
part.
WHEREAS, by Lease No. DACW62-1-0083, dated 27 January, 1988, made and
entered into by the Secretary of the Army of the first part, and Jamestown
Resort and Marina, LTD, the second part, permission to use approximately 296.60
acres of land and water within the Wolf Creek and Lake Cumberland Project Area
for commercial concession purposes; and
WHEREAS, by First Supplement Agreement, dated 7 March, 1988, the party
of the first part modified the rental procedures as specified in Condition 2d
of the subject lease; and
WHEREAS, the party of the second part has requested that an additional
3.21 acres of land and water area be added to said lease area for commercial
concession purposes;
WHEREAS, the party of the first part has been directed to modify
Condition 9 of the subject lease to include a condition on fees charged at
commercial concessions;
WHEREAS, it has been administratively determined that the additional
acreage and lease modification is to be mutually beneficial to the parties
hereto, and in the public interest, and will not interfere with the primary
purpose of the project;
NOW THEREFORE, for and in consideration of the above premises and for
other good and valuable considerations, Lease No. DACW62-1-88-0083, is amended,
effective as of the date of execution of this Second Supplemental Agreement, in
the following particular but no others;
1. A Preliminary Assessment Screening (PAS) documenting the known
history of the additional land and water areas with regard to the storage,
release or disposal of hazardous substances thereon, is attached hereto and
made a part hereof as Exhibit "B-1". Upon expiration, revocation or
termination of this easement, another PAS shall be prepared which will document
the environmental condition of the property at that time.
22
A comparison of the two assessments will assist the said officer in
determining any environmental restoration requirements. Any such requirements
will be completed by the lessee in accordance with Condition 18 on Restoration.
2. Designation of the Exhibit on page 1, line 9 of the granting
clause is amended by deleting from the words Exhibit "A" and substituting in
lieu thereof the following, "as shown on Exhibit "A-1", containing
approximately 299.81 acres of land and water" before the words "attached
hereto".
3. Condition 9 of the lease is amended by adding the following
paragraph after the word "basis". "Fees may be charged by the lessee for the
entrance to or use of the premises of any facilities, however, no user fees may
be charged by the lessee or its subleases for use of facilities developed in
whole or part with Federal funds if prohibited by 16 U.S.C. 460d-3, as
amended."
It is understood and agreed that all other terms and conditions of Lease
No. DACW62-1-88-0083 as supplemented, shall be and remain the same.
This Supplemental Agreement is not subject to ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇
Code, Section 2662.
IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of
_______________, 1994, by direction of the Secretary of the Army.
----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Chief, Real Estate Division
23
THIS AGREEMENT is also executed by the lease this ____ day of
__________________, 1994.
BY: JAMESTOWN RESORT AND MARINA, LTD
JAMESTOWN RESORT AND MARINA, INC.,
GENERAL PARTNER
/s/ R. ▇▇▇▇▇▇ ▇▇▇▇, Chmn.
----------------------------------
Chairman
I, ▇▇▇▇▇ ▇▇▇▇▇▇, certify that I am the Assistant Secretary of Jamestown Resort
and Marina, Inc., and R. ▇▇▇▇▇▇ ▇▇▇▇, who executed this assignment on behalf of
said corporation was then Chairman of same; that this instrument was duly
signed for and in behalf of said corporation by authority of its governing
body, and is within the scope of its corporate powers.
24
=============================================================================================================================
REPORT OF COMPLIANCE INSPECTION OF ARMY AND AIR FORCE PROPERTY OCCUPIED UNDER
LEASE, LICENSE, EASEMENT OR PERMIT
(ER 405-1-11 and EP 405-1-2)
-----------------------------------------------------------------------------------------------------------------------------
PROJECT LOCATION DATE OF INSPECTION
Lake Cumberland 22 March 1988
-----------------------------------------------------------------------------------------------------------------------------
PROPERTY NAME OR DESCRIPTION
Jamestown Resort and Marina, LTD
-----------------------------------------------------------------------------------------------------------------------------
NAME OF LESSEE, LICENSE, USER OR PERMITTEE
Jamestown Resort and Marina, LTD (▇▇. ▇▇▇▇▇▇ ▇▇▇▇, Chairman)
-----------------------------------------------------------------------------------------------------------------------------
INSTRUMENT INTEREST OR RIGHT GRANTED
----------------------------------------------------------------- Commercial Consession
-----------------------------------------------------------------
TYPE [x] LEASE [ ] EASEMENT
[ ] LICENSE [ ] PERMIT
-----------------------------------------------------------------
NUMBER
DACW62-1-88-83
-----------------------------------------------------------------
EFFECTIVE DATE EXPIRATION DATE
1-1-1988 12-31-2012
-----------------------------------------------------------------------------------------------------------------------------
ANNUAL RENTAL COMPLIANCE WITH TERMS OF ASSIGNMENT
4,000 + GRS [x] SATISFACTORY [ ] UNSATISFACTORY
-----------------------------------------------------------------------------------------------------------------------------
RECOMMENDATIONS AND REMARKS
1. Condition 2c of this lease states, in part, that payment of rental be on as current a basis as possible. Reports of
income will be quarterly (cumulative on an annual basis). Rental will be calculated and payment made by the 10th day of
the month following the reporting period. Rental reports of income are current.
2. Condition 2d of this lease states, in part, that the lessee shall pay $4,000 as a fixed minimum rental which shall be
payable semi-annually on or before 1 January and 1 July of each year. The semi-annual rental is current.
3. Condition 3c states, in part, that the lessee shall commence the development of the premises within six months after
the date of delivery of this lease to the lessee, and shall have the facilities and services enumerated on Exhibit "C"
available to the general public within the periods of time stated on said Exhibit "C".
Facilities and services to be provided during the first year of the lease (1 Jan 88 through 31 Dec 88):
Items
Remove some existing facilities
380 additional boat slips of varied sizes
Service dock
Parking Lot
25 rental houseboats
-----------------------------------------------------------------------------------------------------------------------------
SIGNATURE OF INSPECTOR
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------
DISTRICT REPORT APPROVED (Signature of Chief Real Estate
Division)
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
NASHVILLE ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
=============================================================================================================================
ENG FORM 3131 1 JUN 60 DISK NO. 10A (CUMB-20)
25
ARTICLES OF INCORPORATION
OF
SONOMA QUICKSILVER MINES, INC.
* * * * * *
KNOW ALL MEN BY THESE PRESENTS;
That the undersigned do hereby associate themselves into a corporation
under and by virtue of an Act of the Legislature of the State of Nevada,
entitled "An Act Providing a General Corporation Law", approved March 21, 1925,
and all acts amendatory thereof and/or additional thereto, and do hereby
certify and adopt the following Articles of Incorporation.
ARTICLE I.
The name of the corporation is:
SONOMA QUICKSILVER MINES, INC.
ARTICLE II.
The location of the principal office of the company in the State of
Nevada is ▇▇▇▇ ▇▇▇, ▇▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇. Branch
offices may hereafter be established at such other place or places, either
within or without the State of Nevada, as may from time to time be determined
by the Board of Directors.
ARTICLE III.
The purposes for which said corporation be formed are:
(a) To carry on the business of mining, milling,
concentrating, converting, smelting, preparing for market,
manufacturing, buying, selling, exchanging and otherwise producing and
dealing in gold, silver, copper, lead, zinc, brass, iron, steel,
quicksilver, tungsten and all kinds of ores, metals and minerals, and
the products and by-products
- 1 -
26
thereof of every kind and description and by whatsoever process the same
can or may hereafter be produced, and generally and without limit as to
amount, to buy, sell, exchange, lease, acquire and deal in lands, mines
and mineral rights and claims, and to conduct all business appertaining
thereto; to locate, purchase, lease or otherwise acquire, mining rights,
timber rights, oil and gas rights, mines, buildings, dwellings,
reduction plants and/or smelters, machinery, tools and other properties
whatsoever which this corporation may from time to time find to be for
its advantage and purposes; to mine and market any mineral or other
product that may be found in or on such lands, and to explore, work,
exercise, develop or turn to account the same; to construct and operate
railways and tramways for mining and moving said ores and the products
thereof, to build and lease houses for the use of miners and others,
including the purchase and sale of same;
(b) To subscribe for or cause to be subscribed for, to
purchase or otherwise acquire; to undertake and/or assume; to guarantee,
hold, own, control and/or manage; to sell, assign, transfer, exchange
and/or otherwise dispose of the whole or any part of the shares of the
capital stock, bonds, coupons, mortgages, deeds of trust, debentures,
securities, collateral, obligations, evidence of indebtedness, notes,
good will, rights, assets and property of any and every kind or
description, or any part thereof, of any other person or persons, firm
or firms, government or governments, corporation or corporations,
association or associations, and also shares, rights, units or interest
in or in respect of any trust estate now or hereafter existing, and
whether created by or under the laws of the State of Nevada, or any
other state, territory or country; and to operate, manage and control
such properties, or any of them, either in the name of such firms,
corporations, associations, persons and trust estates, or the trustees
thereof, or in the name of this corporation, and while the owner,
holder, assignee, underwriter or manager thereof, to exercise all the
rights, powers and privileges of ownership thereof of every kind and
description, including any right to vote thereon, or respecting the
same, with power to designate some person or persons for that purpose
from time to time, and to the same extent as natural persons might or
could do;
(c) To own, acquire, buy and sell real estate and any interest
of any kind whatsoever therein and to carry on a general real estate and
construction business in connection therewith;
(d) To do each and every thing necessary, suitable or proper
for the accomplishment of any of the purposes, or the attainment of any
one or more of the objects herein enumerated, or which shall at any time
appear conducive to or expedient for the protection or benefit of this
corporation;
The enumeration of the foregoing powers shall not in anywise be deemed
to be a limitation upon the powers of the corporation, but shall be in
furtherance of and in addition to
- 2 -
27
the powers which it is authorized to exercise under "'An Act to Provide a
General Corporation Law", approved March 21, 1925, and acts amendatory and
supplemental thereto.
ARTICLE IV.
The total authorized capital stock of the corporation is Twenty Thousand
Dollars ($20,000.00), divided into two hundred thousand (200,000) shares of the
par value of Ten Cents (10c.) each.
ARTICLE V.
The capital stock of this corporation, after the amount of the
subscription price has been fully paid in, shall be non-assessable and shall
not be subject to assessment to pay the debts of the corporation.
ARTICLE VI.
Members of the Governing Board shall be known as "Directors" and the
number thereof shall be not less than three nor more than seven, the exact
number to be fixed by the By-Laws of the corporation, provided that the number
so fixed by the By-Laws may be increased or decreased from time to time.
The name and addresses of the first Board of Directors are as follows:
NAME ADDRESS
---- -------
H.D. Tudor ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇.,
▇▇▇▇, ▇▇▇▇▇▇
▇. ▇▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇.,
▇▇▇▇, ▇▇▇▇▇▇
- 3 -
28
ARTICLE VII.
The name and post office addresses of each of the subscribers signing
the Article of Incorporation are as follows:
NAME ADDRESS
---- -------
▇. ▇▇▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇.,
▇▇▇▇, ▇▇▇▇▇▇
▇. ▇▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇.,
▇▇▇▇, ▇▇▇▇▇▇
▇. ▇. ▇▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇.,
▇▇▇▇, ▇▇▇▇▇▇
ARTICLE VIII.
A resolution in writing, signed by all the members of the Board of
Directors, shall be and constitute action by the said Board of Directors to the
effect therein expressed, with the same force and effect as though such
resolution had been passed at a duly convened meeting, and it shall be the duty
of the secretary to record every such resolution in the minute book of the
company, under its proper date.
ARTICLE IX.
This corporation is to have perpetual existence.
ARTICLE X.
The directors shall have the power to make and alter the By-Laws of the
corporation. By-Laws made by the directors under the power so conferred may be
altered, amended or repealed by the directors or by the stockholders at any
meeting called and held for that purpose.
- 4 -
29
ARTICLE XI.
All treasury stock of this corporation may be sold by the Board of
Directors of the company at either public or private sale or by offering the
same for subscription upon such terms, conditions and at such price as the
Board of Directors shall from time to time deem proper, and it shall not be
necessary for the Board of Directors to offer to the stockholders of the
corporation any new stock of the company, and a stockholder shall not have the
right to purchase his pro rata share of any new stock or of treasury stock of
the company at the price at which it is offered to others, unless the Board of
Directors shall deem such action advisable.
IN WITNESS WHEREOF, we have hereunto set our hands and seals, and
executed these presents, this 10th day of June, 1940.
/s/ ▇. ▇▇▇▇▇▇ (SEAL)
------------------------
/s/ ▇. ▇▇▇▇▇ (SEAL)
------------------------
/s/ ▇. ▇. ▇▇▇▇▇ (SEAL)
------------------------
- 5 -
30
STATE OF NEVADA, )
) SS.
COUNTY OF WASHOE. )
On this 10th day of June, 1940, before me the undersigned, ▇▇▇▇▇▇
▇▇▇▇▇▇▇, a Notary Public in and for the County and State aforesaid, personally
appeared ▇. ▇▇▇▇▇▇, ▇. ▇▇▇▇▇ and ▇. ▇. ▇▇▇▇▇, known to me to be the persons
described in and who executed the foregoing Articles of Incorporation, who
acknowledged to me that they examined the same freely and voluntarily and for
the uses and purposes therein mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
- 6 -
31
DEPARTMENT OF THE ARMY
NASHVILLE DISTRICT
CORPS OF ENGINEERS
Lease No. DACW61-1-88-83
Project: Wolf Creek - Lake Cumberland
THIRD SUPPLEMENTAL AGREEMENT
THIS SUPPLEMENTAL AGREEMENT, made between the Secretary of the Army of the
first part, and the Jamestown Resort and Marina, LTD, of the second part,
W I T N E S S E T H:
WHEREAS, by Lease No. DACW62-1-88-83, dated 1 February, 1988, the party of the
first part leased unto the party of the second part, approximately 287.45 acres
of land and water areas, more or less, for commercial concession purposes.
WHEREAS, due to the current public demand for expanding facilities, it is to
the mutual advantage of the parties hereto that the lease area be increased to
allow for additional facilities;
NOW THEREFORE, said lease is amended in the following respects, but in no
others:
The parcel description on page 1 of the basic lease, the survey
description in Exhibit "A" are deleted in their entirety and substituted in
lieu thereof the following:
A tract of land containing 296.60 acres of land and water, more or less,
situated in ▇▇▇▇▇▇▇ County, Kentucky, said tracts of land being portions
of the Corps of Engineers, Real Estate Segment Map O, being land
acquired in fee by the United States of America for the Wolf Creek -
Lake Cumberland Project. Said tracts of land are as more particularly
shown on Exhibit "A-1", attached hereto and made a part hereof.
It is mutually understood and agreed by the parties hereto that all other terms
and conditions of the lease shall be and remain the same and no oral or other
promise of any character made by an individual allegedly speaking for the
Government shall be binding under this Supplemental Agreement unless expressly
stated herein.
32
IN WITNESS WHEREOF I have hereunto set my hand by authority of the Secretary of
the Army this 10th day of October, 1989.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief, Real Estate Division
THIS AGREEMENT is also executed by the lessee this 28th day of September 1989.
BY: JAMESTOWN RESORT AND MARINA, LTD
JAMESTOWN RESORT AND MARINA, INC.,
GENERAL PARTNER
/s/ R. ▇▇▇▇▇▇ ▇▇▇▇
---------------------------------------------
CHAIRMAN
I, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, certify that I am the Secretary of Jamestown Resort and
Marina, Inc.; that R. ▇▇▇▇▇▇ ▇▇▇▇, who executed this assignment on behalf of
said corporation was then Chairman of same; that this instrument was duly
signed for and in behalf of said corporation by authority of its governing
body, and is within the scope of its corporate powers.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ - Secretary
2
33
[NOTE: ATTACHED TO THIS ORIGINAL DOCUMENT WAS THE FOURTH SUPPLEMENTAL
AGREEMENT WITH PRELIMINARY ASSESSMENT SCREENING NOTICE OF FINDINGS.
THE FOURTH SUPPLEMENT AGREEMENT AND ATTACHED HAS CREATED IN DOCUMENT NO.
1550734.01]
3
34
DEPARTMENT OF THE ARMY
CORPS OF ENGINEERS
NASHVILLE DISTRICT
Lease No. DACW62-1-88-0083
Wolf Creek and Lake Cumberland
FOURTH SUPPLEMENTAL AGREEMENT
THIS SUPPLEMENTAL AGREEMENT, made and entered into by and between the Secretary
of the Army of the first part, and Jamestown Resort and Marina, LTD, the second
part.
WHEREAS, by Lease No. DACW62-1-88-0083, dated 27 January, 1988, made and
entered into by the Secretary of the Army of the first part, and Jamestown
Resort and Marina, LTD, the second part, permission to use approximately 296.60
acres of land and water within the Wolf Creek and Lake Cumberland Project Area
for commercial concession purposes; and
WHEREAS, the party of the second part has requested that an additional
3.21 acres of land and water area be added to said lease area for commercial
concession purposes;
WHEREAS, the party of the first part has been directed to modify
Condition 9 of the subject lease to include a condition on fees charged at
commercial concessions;
WHEREAS, it has been administratively determined that the additional
acreage and lease modification is to be mutually beneficial to the parties
hereto, and in the public interest, and will not interfere with the primary
purpose of the project;
NOW, THEREFORE, for and in consideration of the above premises and for
other good and valuable considerations, Lease No. DACW62-1-88-0083, is amended,
effective as of the date of execution of this Fourth Supplemental Agreement, in
the following particular but no others:
1. A Preliminary Assessment Screening (PAS) documenting the known
history of the additional land and water areas with regard to the storage,
release or disposal of hazardous substances thereon, is attached hereto and
made a part hereof as Exhibit "B-1". Upon expiration, revocation or termination
of this lease, another PAS shall be prepared which will document the
environmental condition of the property at this time.
A comparison of the two assessments will assist the said officer in
determining any environmental restoration requirements. Any such requirements
will be completed by the lessee in accordance with Condition 18 on Restoration.
35
2. Designation of the Exhibit on page 1, line 9 of the granting
clause is amended by deleting from the words Exhibit "A" and substituting in
lieu thereof the following, " as shown on Exhibit "A-1", containing
approximately 299.81 acres of land and water" before the words " attached
hereto".
3. Condition 9 of the lease is amended by adding the following
paragraph after the word "basis". " Fees may be charged by the lessee for the
entrance to or use of the premises or any facilities, however, no user fees may
be charged by the lessee or its subleases for use of facilities developed in
whole or part with Federal funds if prohibited by 16 U. S. C. 460d-3, as
amended."
It is understood and agreed that all other terms and conditions of Lease
No. DACW62-1-88-0083 as supplemented, shall be and remain the same.
This Supplemental Agreement is not subject to ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇
Code, Section 2662.
IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of
September 1994, by direction of the Secretary of the Army.
/s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Chief, Real Estate Division
THIS AGREEMENT is also executed by the lease this 15th day of September 1994.
/s/ R. ▇▇▇▇▇▇ ▇▇▇▇, Chmn.
---------------------------------------------
BY: JAMESTOWN RESORT AND MARINA, LTD
JAMESTOWN RESORT AND MARINA, INC.,
GENERAL PARTNER
I, ▇▇▇▇▇ ▇▇▇▇▇▇, certify that I the Asst. Secretary of Jamestown Resort
and Marina, Inc., and R. ▇▇▇▇▇▇ ▇▇▇▇, who executed this assignment on behalf of
said corporation was then Chairman of the same; that this instrument was duly
signed for and in behalf of said corporation by authority of its governing
body, and is within the scope of its corporate powers.
2
36
PRELIMINARY ASSESSMENT SCREENING
NOTICE OF FINDINGS
The information contained in this notice is required under the authority of
regulations promulgated under section 120(h) of the Comprehensive Environmental
Response, Liability, and Compensation Act, as amended (CERCLA) 42 U.S.C.
9620(h).
1. REAL PROPERTY TRANSITION: Supplemental Agreement to Lease No.
DACW62-1-88-0083, Jamestown Resort and Marina, LTD, encumbering 3.21 acres of
land and water, more or less, on the waters of Greasy Creek, a tributary of
Cumberland River, Wolf Creek Reservoir, Ohio River Division, County of ▇▇▇▇▇▇▇,
State of Kentucky.
2. COMPREHENSIVE RECORDS SEARCH: The Grantor has made a complete search of
its records concerning the property subject to this contract. The records
search, completed on June 1, 1994, consisting of the tracts indicated on the
Supplemental Agreement, Tract Numbers O-1535 and O-1536. The following is a
summary of the records searched:
Final Environmental Impact Statement, Wolf Creek Dam, Lake Cumberland,
Kentucky, dated March 1976
Forest, Fish, and Wildlife Management Plan, Lake Cumberland, dated August ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Project, Kentucky, dated September
1987
Operational Management Plan, Part II, Lake Cumberland, dated July ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇-▇-▇▇-▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and Marina, LTD, dated January
1, 1988
Review of the records and files in the Operations, Construction, and Readiness
Division, Safety and Occupational Health Office, Logistics Management Office,
Environmental Resource Branch, and the Real Estate Division including but not
limited to area and tract maps, titles, deeds, descriptions, leases, and other
historical data.
3. SITE DESCRIPTION: Jamestown Resort and Marina is located approximately
13 miles upstream of the Wolf Creek Dam at the mouth of the Greasy Creek
Embayment. It is directly across from the Lake Cumberland State Park Dock.
Water service is provided by the City of Jamestown. Sewage is pumped to two
state-approved septic systems. The marina provides vessel pump-out facilities
without charge to the public with purchase of fuel, or for a fee without fuel
purchase. Solid waste is compacted on-site and disposed of through a contract.
Used oil is recycled by providing the oil to an oil company at no charge. Any
required pest control services
EXHIBIT B-1 1
37
are provided under contract. The marina operates four underground storage tanks
(USTs) and one above ground tank (AST).
An on site environmental evaluation was completed by ▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇, Park
Ranger, Wolf Creek Dam and Lake Cumberland Project on March 31, 1994. The
visual topography of the area is described as steep and precipitous. Tract
O-1535 includes approximately two-thirds of an island connected by a man-made
causeway and some shoreline; the rest inundated by the waters of Lake
Cumberland. This tract contains sewer pipelines, gasoline lines, and underwater
telephone lines. Fill material was used to create the man-made causeway and
boat ramp. Tract O-1536 is inundated by the waters of Lake Cumberland and some
shoreline.
4. ON SITE ASSESSMENT: An Environmental Review for Operations (ERGO) was
conducted on August 4, 1992 by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Realty Specialist,
CEORN-RE-M, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, CEORN-CO-R, ▇▇▇▇▇ Shoe, Assistant Resource
Manager, Lake Cumberland, and ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Project Environmental
Compliance Coordinator for Wolf Creek Dam and Lake Cumberland Project. The
existing leased area to Jamestown Resort and Marina, LTD presently includes
portions of Tract Numbers O-1535 and O-1536. Concerns which were discussed are
as follows:
The marina operates four underground storage tanks (USTs), totalling 30,500
gallon capacity, and one 10,000 gallon above ground tank (AST). The USTs are
properly registered with the state of Kentucky. Phase-in requirements will have
to be installed prior to the appropriate deadline dates. The manager has access
to UST regulations and requirements.
The above ground storage tank is located in an earthen containment area with
concrete walls. Spills or leaks from this tank would likely be absorbed into
the soil, and migrate down the steep slope to the lake. While the tank meets
current State Fire ▇▇▇▇▇▇▇▇ requirements for containment, it would not meet
proposed new federal Environmental Protection Agency requirements for
impermeable containment, nor does it meet the intent of various regulations
designed to minimize the potential for environmental contamination. Facilities
with above-ground storage tanks larger than 660 gallons are required to have a
site-specific Spill Control and Countermeasures (SPCC) Plan in accordance with
40 CFR 112. This plan is to outline measures to prevent, contain, and respond
to a spill from an AST. Jamestown Resort had not prepared the required SPCC
Plan. The marina did not have absorbent booms, pad, or pillows to respond to a
spill of petroleum or other hazardous liquids.
Personnel employed by Jamestown Resort and Marina, LTD lack awareness of
environment laws and regulations which resulted in a number concerns. Strong
corrosive liquids, such as hydrochloric acid, sulfuric acid, bleach, and
phosphoric acid were intermixed with flammable materials and pesticides. Some
corrosive materials were stored above eye level, resulting in potential eye
hazards to employees removing these chemicals from the shelves. No eyewash
facilities were available in most instances to respond to contact with harmful
chemicals.
EXHIBIT B-1 2
38
Pesticides and other hazardous chemicals were stored directly adjacent
to foods, or food preparation, storage, and eating areas. The marina did not
maintain Material Safety Data Sheets (MSDS) for commonly used chemicals. Used
oil was stored randomly in unmarked, deteriorated containers, or in containers
marked with other contents. Gasoline was stored in a 55-gallon drum marked
"Penzoil" at the boat rental shop. Pesticide sprayers were observed without
labeling. All containers should be clearly labeled with current contents.
Pesticide (Dursban), highly toxic to fish and aquatic life, was stored in
overwater storage areas, where spills would fall through cracks in the dock
floor directly into the lake. Batteries were scattered in various areas, and
were not stored above or within acid proof containers or flooring. Neutralizing
agents, such as baking soda, should be kept in a convenient location to
neutralize potential spills or leak of battery acid. Compressed gas cylinders
(C02) were stored unsecured in a main entryway. All gas cylinders should be
chained or otherwise secured in an upright position, away from flammable
materials, and away from doorways or main walkways.
Potentially hazardous materials are likely to be stored and used at most
any developed property. Items such as household cleaners, used oils, etc.,
could be expected to be found routinely. These often would not be a factor in a
site review because quantities would be small and depleted as a part of normal
daily operations. Jamestown Resort and Marina personnel should achieve
adequate knowledge required in the management of potentially hazardous
materials and chemical material management. Evidence of waste streams for the
area were surveyed during the Corps environmental review, such as those
generated through maintenance and repair activities, gasoline dock, tanks,
restaurant, and solid waste. Boats stored at marinas undergo periodic cleaning
and maintenance while in the water and parking areas. Such activities utilize
cleaners, solvents, and chemicals that runoff or ▇▇▇▇▇ into the waterway.
Increased usage will result in increased water pollution if certain guidelines
and controls are not implemented. Management was not aware of specific
requirements for identifying hazardous waste streams or disposal of hazardous
wastes. A number of apparently old containers of paints, solvents, and other
chemicals were observed which may no longer be usable. Spent solvents, spent
batteries, waste oil-based paints, pesticide wastes, etc. may be generated on
site. Waste created through such activities shall be controlled and placed in
an area specifically designated for the collection of suspected hazardous waste
for removal. No records were available of any disposal of hazardous wastes.
The visual site inspection reflected no other unnatural land or surface
features.
5. FINDINGS: A PAS was performed on July 6, 1994 to determine if any
hazardous substances were stored or released that would prohibit the transfer
of the aforementioned tract. The conclusion of this PAS is that:
In addition to known potential contaminants, it is likely that former
owners/operators stored and handled various hazardous materials and substances.
Spills and releases may have occurred within the vicinity of the above
referenced area. There are no known problems on Tract Nos. O-1535 and O-1536
resulting from this activity. The Government, since acquisition, has
EXHIBIT B-1 3
39
exercised adequate controls over the land, water, and other resource use. The
conclusion of this PAS is that no specific environmental concerns have been
identified that would significantly affect the outgranting of this property.
6. This PAS serves as documentation for the known and suspected hazardous
substance contamination conditions of the property scheduled for lease to
Jamestown Resort and Marina, LTD. The proposed real estate transaction of
leasing these government lands should proceed as planned.
SIGNED: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Date: 7 July 94
------------------------------------- ----------------
Prepared by: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Realty Specialist
Management and Disposal Branch
SIGNED: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Date: 7/7/94
------------------------------------- ----------------
Prepared by: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief, Management and Disposal Branch
Real Estate Division
SIGNED: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Date: 7-8-94
------------------------------------- ----------------
Approved by: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Chief, Real Estate Division
SIGNED: /s/ Date: 8/1/94
------------------------------------- ----------------
President
Jamestown Resort and Marina, LTD
Jamestown, Kentucky
EXHIBIT B-1 4
40
DEPARTMENT OF THE ARMY
CORPS OF ENGINEERS
NASHVILLE DISTRICT
Lease ▇▇. ▇▇▇▇▇▇-▇-▇▇-▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇ - ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
FIFTH SUPPLEMENTAL AGREEMENT
THIS SUPPLEMENTAL AGREEMENT, (the "Agreement") made and entered into by
and between the Secretary of the Army ("SA") and Jamestown Resort & Marina,
Ltd. ("JSM").
WITNESSETH:
WHEREAS, the parties hereto entered into Lease No. DACW62-1-88-83 dated
February 1, 1988, ("Original Lease") a First Supplemental Agreement dated March
7, 1988 by JSM and March 29, 1988 by SA, ("First Sup") a Second Supplemental
Agreement signed August 5, 1988 by JSM and August 8, 1988 by SA, ("Second Sup")
and Third Supplemental Agreement signed September 28, 1989 by JSM and October
10, 1989 by SA, ("Third Sup") a Fourth Supplemental Agreement signed by JSM and
SA on September 15, 1994, ("Fourth Sup") (all of which are hereinafter
collectively sometimes referred to as the "Lease"); and
WHEREAS, JSM has caused to be made a new Survey of the demised property
by GRW Engineers, Inc., Lexington, Kentucky, dated March, 1996, (the "Survey")
and thereby ascertained that the demised premises contains approximately 9
acres less than contemplated by the Original Lease, the Third Sup and the
Fourth Sup; and
WHEREAS, the parties hereto are desirous of clarifying and correcting
the legal description of the demised premises to accurately reflect the correct
legal description; and
41
WHEREAS, the parties hereto accept the Survey for all purposes,
including, without limitation, transferring the leasehold interest of JSM; and
WHEREAS, it has been administratively determined that the correction of
acreage and the execution, delivery and recording of this Agreement is mutually
beneficial to the parties hereto and in the public interest and will not
interfere with the primary purpose of the Lease,
NOW, THEREFORE, in consideration of the above premises and for other
good and valuable consideration, the receipt, sufficiency and adequacy of which
is hereby acknowledged, the parties hereto agree as follows:
1. A copy of said Survey is marked as Exhibit A-1 and is attached
hereto and incorporated by reference herein. The parties recognize that the
size of the Survey necessitates that the copy attached to this Agreement for
recording purposes will be greatly reduced in size and clarity.
2. The demised premises as described in the Original Lease, the
First Sup, Second Sup, Third Sup and Fourth Sup is hereby deleted in their
entirety and the legal description contained on Exhibit B attached hereto and
incorporated by reference herein is substituted in lieu thereof.
3. Multiple copies of this Agreement may be executed, each of which
shall be deemed an original.
4. All other terms and conditions of the Original Lease, the First
Sup, Second Sup, Third Sup and Fourth Sup shall be and remain the same.
IN WITNESS WHEREOF, I have hereto set my hand by authority of the
Secretary of Army this 13th day of March, 1996. For purposes of certain
documents recorded subsequent
42
to the recording of this Agreement, the date of this Agreement may be referred
to as March 21, 1996.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Acting Chief, Real Estate Division
THIS AGREEMENT is also executed by JSM this 4th day of March, 1996.
JAMESTOWN RESORT & MARINA, LTD.
By: JAMESTOWN RESORT & MARINA, INC.,
GENERAL PARTNER OF JAMESTOWN RESORT &
MARINA, LTD.
By:/s/ R. ▇▇▇▇▇▇ ▇▇▇▇
----------------------------------
R. ▇▇▇▇▇▇ ▇▇▇▇
Its: Chairman
I, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, certify that I am the Secretary of Jamestown Resort
& Marina, Inc.; that R. ▇▇▇▇▇▇ ▇▇▇▇, who executed this Fifth Supplemental
Agreement on behalf of Jamestown Resort & Marina, Inc., General Partner of
Jamestown Resort & Marina, Ltd., was then Chairman of said corporation; that
this instrument was duly signed for and on behalf of said corporation by
authority of its governing body, and is in within the scope of its corporation
powers.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Secretary
43
STATE OF TENNESSEE
COUNTY OF DAVIDSON
BEFORE ME, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, a Notary Public in and for the State of
Tennessee at Large, personally appeared ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Acting Chief, Real
Estate Division, U.S. Army Corps of Engineers, Nashville District, to me known
to be the identical person and officer whose name is subscribed to the
foregoing instrument, and acknowledged to me that he executed the said
instrument by authority of the Secretary of the Army for the purposes therein
expressed as the act and deed of the United States of America.
Given under my hand and seal, this 13th day of March, 1996
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Notary Public
State of Tennessee at Large
My Commission Expires:
July 27, 1996
44
EXHIBIT B
BEING a tract of land and water containing 291 acres, more or less, situated in
▇▇▇▇▇▇▇ County, Kentucky, said tract being portions of the Corps of Engineers,
Real Estate Segment map O, being leased to Jamestown Resort and Marina, Ltd. by
the Secretary of the Army by Lease No. DACW62-1-88-83, dated February 1, 1988,
as amended by that First Supplemental Agreement dated March 29, 1988, both
instruments being attached to that "Notice of Lease and First Supplemental
Agreement", of record in Deed Book 112, Page 426, in the ▇▇▇▇▇▇▇ County Clerk's
Office, as modified by (i) that "Second Supplemental Agreement" dated August 8,
1988, of record in Deed Book 115, page 207, (ii) that "Third Supplemental
Agreement" dated October 10, 1989, of record in Lease Book 42, Page 185, in the
aforesaid clerk's office, and (iii) that "Fourth Supplemental Agreement" dated
September 15, 1994, of record in Lease Book 42, Page 187, in the aforesaid
clerk's office, and being more particularly described as follows, to-wit:
Beginning at Corps of Engineers (▇▇▇) monument number 0-1533-1, a
point in the United States Department of the Army, Corps of
Engineers boundary located approximately 3 miles south along
State Route 92 from its intersection with U.S. Route 127 in
Jamestown, Kentucky;
Thence along said boundary for three calls as follows: North 80
degrees 57 minutes 27 seconds East a distance of 712.52 feet to a
▇▇▇ monument no. 0-1533-2, North 86 degrees 40 minutes 10 seconds
East a distance of 269.22 feet to a ▇▇▇ monument no. 0-1533-3,
and South 07 degrees 13 minutes 18 seconds East a distance of
884.25 feet to a point in the ▇▇▇ boundary, thence leaving said
boundary South 41 degrees 00 minutes 00 seconds West a distance
of approximately 205.78 feet to a point at the maximum power pool
level (723 Mean Sea Level) of Lake Cumberland on the east side of
an embayment near the mouth of Greasy Creek;
Thence south along said pool level (723 Mean Seal Level)
approximately 4,100 feet;
Thence across the lake for two calls as follows: South 64
degrees 00 minutes 00 seconds West a distance of approximately
2226.52 feet, and North 40 degrees 00 minutes 00 seconds West a
distance of approximately 594.95 feet to a point at the maximum
power pool level (723 M.S.L.) on the west side of the embayment;
Thence northwest along said pool level approximately 4,650 feet;
thence for four calls as follows: North 01 degrees 00 minutes 00
seconds West a distance of 739.42 feet, North 71 degrees 15
minutes 00 seconds East a distance of 800.00 feet, North 12
degrees 12 minutes 15 seconds East a distance of 450.00 feet, and
45
North 75 degrees 00 minutes 00 seconds East a distance of 708.43
feet to a point in the Corps of Engineers boundary;
Thence along said boundary for seven calls as follows: South 08
degrees 43 minutes 02 seconds West a distance of 61.91 feet to a
▇▇▇ monument no. 0-1539-A7, South 10 degrees 09 minutes 37
seconds East a distance of 136.44 feet to a ▇▇▇ monument no. 0-
1539-A6, South 52 degrees 44 minutes 40 second East a distance of
122.31 feet to a ▇▇▇ monument no. 0-1539-A5, North 51 degrees 44
minutes 37 seconds East a distance of 149.35 feet to a ▇▇▇
monument no. 01-1539-A4, North 31 degrees 24 minutes 54 seconds
East a Distance of 71.87 feet to a ▇▇▇ monument no. 0-1539-A3,
North 12 degrees 54 minutes 11 seconds West a distance of 76.97
feet to a ▇▇▇ monument no. 0-1539-A2, and North 14 degrees 09
minutes 30 seconds East a distance of 119.00 feet to a point in
the ▇▇▇ boundary; thence leaving said Corps of Engineers boundary
North 75 degrees 00 minutes 00 seconds East for a distance of
303.05 feet to a point in the Corps of Engineers boundary; thence
along said boundary south 80 degrees 45 minutes 20 seconds East
for a distance of 180.00 feet to the point of beginning and
containing approximately 291 acres;
including in the lease area are Kentucky Department of Highways
right of ways associated with KY 92 and easements assumed by the
City of Jamestown for their water lines and by the South Kentucky
Rural Electric Cooperative Corporation for their power lines.
46
BEING a portion of the same property conveyed to the United States of American
for the Wolf Creek Dam-Lake Cumberland Project, through the following
instruments:
DATE OF DEED PAGE C/A D/T
TRACT NO. FORMER OWNER DEED OR D/T BOOK NO. NO. NO.
--------- ------------ ----------- ---- ---- --- ---
0-1533 ▇.▇. ▇▇▇▇ 7/17/48 25 386
0-1534 ▇▇▇▇▇▇▇ Co. B. of Educ. 6/24/48 284 1
▇-▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, et vir 6/26/48 25 343
0-1536 ▇.▇. ▇▇▇▇▇▇, et ux 5/22/48 25 259
0-1537A ▇▇▇▇ ▇. ▇▇▇▇ 5/30/48 25 248
0-1539 ▇▇▇▇▇▇ ▇▇▇▇ et al 9/1/48 293 1
0-1547 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, et vir 6/25/48 25 338
0-1574 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 5/29/48 25 276
0-1580 M.C. Topping, et ux 6/11/48 25 302
0-1581 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ et ux 8/17/48 25 ▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ _____SCT
I, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Clerk of ▇▇▇▇▇▇▇ County, certify that on the 21
day of March, 1996 the foregoing Lease was produced to me certified as above
and lodged for record at ___________ whereupon I have recorded the same,
together with this certificate the 21 day of March 1996 in Lease Book 42, Page
269.