HomeMy WebLinkAboutRadisson Hotel Conference Center Escrow
Augusta Richmond GA
DOCUMENT NAME: RAIJISSON HOTEL CON~e-IQ."'~ Cif3N-r6fl- Esc(lOW
DOCUMENT TYPE' ,/)
. '-1 ~ ,etZ&/71/Z-rY ,-
YEAR: 1 qq~
BOX NUMBER: ~
Pll.,E NUMBER: 1 L{ "J. 7 Cf
NUMBER OF PAGES:
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AUGUSTA-RICHMOND COUNTY COMMISSION
BOB YOUNG
Mayor
JAMES B. WALL
CITY A TfORNEY
P. O. Box 2125
454 GREENE STREET
AUGUSTA, GEORGIA 30903
Bus. (706) 821-2488
Fax No. (706) 722-5984
E-Mail: JwaIl15391@ao1.com
ULMER BRIDGES
JERRY BRIGHAM
HENRY H. BRIGHAM
RICHARD L. COLCLOUGH
FREDDIE L. HANDY
WILLIAM B. KUHLKE, JR.
WM. "WILLIE" H, MAYS, III
J. B. POWELL
STEPHEN E. SHEPARD
LEE BEARD
Mayor Pro Tern
CHARLES R. OLIVER, P E, CPA
Administrator
June 29, 1999
Ms. Lena Bonner
Clerk, Commission
8th Floor, City-County Bldg.
Augusta, GA 30911
RE: Escrow Agreement
Conference Center Addition
Augusta Riverfront Limited Partnership
Dear Lena:
I enclose herewith the original of the Escrow Agreement relating to the
construction of the addition to the Conference Center adjoining the Radisson Hotel. Please
include this in the City's permanent records.
By carbon copy of this letter, I am forwarding a copy of same to Keven Mack for
his files and records.
With best personal regards, I am
Yours very truly,
~
James B. WaU/.4f>
JBW/sjp
Enclosure
Cc: Keven Mack
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ESCROW AGREEMENT
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This Escrow Agreement (this "Agreement") is entered into thisd,i day of June, 1999 by and among
Augusta, Georgia (the "City"); Augusta Riverfront Limited Partnership, a Georgia limited partnership (the
"Developer"); The Downtown Development Authority of the City of Augusta, Georgia (the "Authority"); and
SouthTrust Bank, National Association (the "Escrow Agent").
RECITALS
A. On June ~ 1999, the City , the Developer and the Authority entered into an Amended and
Restated Construction, Operating and Reciprocal Easement Agreement (the "Restated CORE Agreement"),
a copy of which is attached hereto as Exhibit I' A". Capitalized terms not otherwise defined herein shall have
the meaning given to such terms in the Restated CORE Agreement.
B. The Restated CORE Agreement provides for the construction of an addition to the Existing
Conference Center located at the Riverwalk at downtown Augusta, Georgia.
C. Pursuant to the Restated CORE Agreement, the Developer is required to pay off the balance
of the UDAG Note in favor of the City by making a payment to the Escrow Agent in the amount of
$3,250,000.00 (as defined in the Restated CORE Agreement, the "Escrowed Funds").
D. Pursuant to Section 3.6 of the Restated CORE Agreement, the Developer will make draws
from the Escrowed Funds to construct the Conference Center Addition.
AGREEMENT
In consideration of the premises and the mutual agreements and covenants contained herein, and for
other good and valuable consideration, the receipt of which are hereby acknowledged, the City, the Authority,
the Developer and the Escrow Agent, intending to be legally bound, agree as follows:
1. Escrow Agent acknowledges receipt of the Escrowed Funds in the amount of Three Million
Two Hundred Fifty Thousand Dollars ($3,250,000.00). The Escrowed Funds are to be deposited immediately
and invested by the Escrow Agent pursuant to the Investment Policy and Guidelines for the investment of public
funds issued by the Georgia Office of Treasury and Fiscal Services, a copy of which is attached hereto as
Exhibit "B". and all applicable laws governing the investment of public funds.
2. The principal and interest on the Escrowed Funds shall be dispersed in accordance with
Section 3.6 of the Restated CORE Agreement. The net income, shall be accumulated or reinvested as part of
the Escrowed Funds. The Escrow Agent shall be entitled to a one time acceptance fee of $500.00 and an i
annual fee of 0.25% of the balance of the Escrowed Funds, calculated on the last day of every calendar quarter. I
Said fee shall be payable on a quarterly basis. The Escrow Agent shall be compensated for its services only
out of the income and not out of the principal of the Escrowed Funds. In the event said income is insufficient I
to pay Escrow Agent its fee, the Developer shall be responsible for the payment of said fee.
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3. The Developer, City and Authority, acting together, shall have the right to amend or to revoke
this Agreement either in whole or in part by written notice to the ES,cmw Agent, provided, however, the duties
of the Escrow Agent shall not be substantially changed without the Escrow Agent's consent. In case of
revocation, the assets shall be delivered, in accordance with written instructions from the Developer, City and
Authority, acting together, within 10 days after receipt of such notice.
4. The Escrow Agent shall furnish the other parties hereto, to the addresses set forth in the
Restated CORE Agreement, a monthly statement of receipts and disbursements and a quarterly investment
revIew.
5.
of Georgia.
This Agreement shall be governed by and construed in accordance with the laws of the State
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6. The Escrow Agent shall have the right to resign from its duties and obligations hereunder by
giving at least thirty (30) days, notice of resignation to the other parties, specifying the date when such
resignation shall take effect. Such resignation shall take effect at the earliest to occur of (i) the end of such
thirty (30) days, provided the Escrowed Funds have been tendered in to the registry or custody of any court
of competent jurisdiction, or (ll) the appointment by the City and the Developer, and delivery of the Escrowed
Funds to, a successor. Escrow Agent shall not be obligated to perform. any of the duties of Escrow Agent
hereunder, other than prompt transfer of the Escrowed Funds to a successor, or if no successor is appointed,
the registry or custody of any court of competent jurisdiction, and will not be liable for any nonperformance
thereof nor for any act or failure to act whatsoever on the part of any successor ~crow agent.
7. The Escrow Agent is not a party to and is not bound by any agreement between anyone or
more of the parties hereto, except this Agreement, unless otherwise expressly state herein.
8. The duties of the Escrow Agent hereunder are only such as are herein specifically provided,
being purely ministerial in nature, and it shall have no responsibility of the Escrowed Funds deposited with it
other than faithfully to follow the instructions herein contained.
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9. The Escrow Agent acts hereunder as a depositary. All deposits are warranted by the depositor
to be valid deposits. The Escrow Agent is not responsible for or liable in any manner whatever for the
sufficiency, correctness, genuineness and validity of any security, document, or other item, which is a part of
the Escrowed Funds or for any claim or action by any person, firm, corporation or trustee concerning the right
or power of any depositor to make any transfer or the validity of the transfer of any part of the Escrowed Funds
to the Escrow Agent.
10. The Escrow Agent shall be protected in acting upon any written notice, request, waiver,
consent, receipt or other paper or document which the Escrow Agent in good faith believes to be genuine.
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11. The Escrow Agent shall not be liable for any error of judgement, or for any act done or step
taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain '
from doing in connection herewith, except its own gross negligence or willful misconduct.
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12. The Escrow Agent is authorized to and may consult with, and obtain advice from, legal I
counsel in the event any dispute, conflict or question arises as to the construction of any of the provision hereof '
or its duties hereunder. The Escrow Agent shall be reimbursed from Escrowed Funds held by it for all costs
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so incurred and shall incur no liability and shall be fully protected for acting in good faith in accordance with
the opinion and instructions of such counsel.
13. The Escrow Agent may, but shall not be required to, defend itself in any legal proceedings
which may be instituted against it or it may, but shall not be required to, institute legal proceedings in respect
to the Escrowed Funds, or any part thereof The Escrow Agent shall be indemnified and held harmless against
the cost and expense of any such defense or action.
14. The Escrow Agent shall make payment to or for, or deliver documents to, any party only if
in its judgement such payment or delivery may be made under the terms of this Agreement without its incurring
any liability. If conflicting demands not expressly provided for in this Agreement are made or notices served
upon the Escrow Agent with respect to its action or omission under this Agreement, the parties hereto agree
that the Escrow Agent shall have the absolute right to elect to do either or both of the following: (i) withhold
and stop all future actions or omissions on its part under this Agreement, or (ii) file a suit in interpleader or for
instructions or for a declaratory judgement for other relief and obtain an order from the proper court requiring
the parties to litigate in such court their conflicting claims and demands.
15. In the event any action descnbed in paragraphs 13 or 14 hereof is taken, Escrow Agent shall
be fully released and discharged from all obligations to perform any duties or obligations imposed upon it by
this Agreement unless and until otherwise ordered by the Court~ and the parties jointly and severally agree that
the Escrowed Funds may be used to pay all cost, expenses and reasonable attorney's fees expended or incurred
by Escrow Agent in connection therewith and promise to pay all such amounts and agree that the costs in fact
incurred shall be fixed by Escrow Agent and a judgement thereof shall be rendered by the Court in such suit.
16. In the event that a sale of any or all of the Escrowed Funds is necessary or required under the
terms of this Agreement, Escrow Agent agrees to use its best efforts to effect such a sale at a reasonable price.
The parties hereto agree that the acceptance by Escrow Agent of any offer or offers to purchase any or all of
the Escrowed Funds shall be binding and conclusive upon the parties hereto. The Escrow Agent shall not be
liable for the exercise of its judgement in accepting or rejecting any sale or sales consideration. The Escrow
Agent shall not be liable for any fuilure to receive any offer or offers from the public, or from the parties hereto,
to purchase all or such part of the Escrowed Funds as 'may be offered for sale by the Escrow Agent provided
that the Escrow Agent shall have made reasonable efforts to obtain such an offer or offers. All expenses and
obligations incurred in connection with any sale of any or all the Escrowed Funds shall be charged against the
proceeds and the surplus, if any, shall be delivered to the distributee under this Agreement.
17. The parties hereto grant to the Escrow Agent a security interest in and to all of the Escrowed
Funds and all proceeds, including the right to set off, to secure it against any and all cost, expenses and fees
arising hereunder.
18. Attached as Exhibit "C" are the forms of disbursement request, architect's certificate and lien
waivers required by Section 3.6 of the Restated CORE Agreement, and the parties hereto approve such forms.
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IN WITNESS WHEREOF, the parties have executed this instrument under seal effective the date and
year first above written.
\
'tfS. By: \
, v;o Attest:
Augusta Riverfroi~Jjmited Partn~rship,a
Georgia limited partnxrship . "...>~""
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By: Azalea Development Corporation, its
general partner
By:
As Its President
(Seal)
The Downtown Development Authority of the
City of Augusta, Georgia
By:
Its' Chairman
Attest:
Its Secretary
(Seal)
SouthTrust Bank, National Association
By:
Its Group Vice President
(Seal)
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IN WITNESS WHEREOF, the parties have executed this instrument under seal effective the date and
year first above written.
Augusta, Georgia
By:
Its Mayor
Attest:
Its Clerk of Commission
(Seal)
Augusta Riverfront Limited Partnership, a
Georgia limited partnership
By: Azalea Development Corporation, its
~
By:' ~
ts President ~
(Seal)
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The Downtown Development Authority of the
City of Augusta, Georgia
By:
Its Chairman
Attest:
Its Secretary
(Seal)
SouthTrust Bank, National Association
By:
Its Group Vice President
(Seal)
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IN WITNESS WHEREOF, the parties have executed this instrument under seal effective the date and
year first above written.
Augusta, Georgia
By:
Its Mayor
Attest:
Its Clerk of Commission
(Seal)
Augusta Riverfront Limited Partnership, a
Georgia limited partnership
By: Azalea Development Corporation, its
general partner
By:
As Its President
(Seal)
,
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By:
Its Chairman
Attest:~~~ ~~~
/ Its Secretary -\0,
(Seal)
SOI.ithTrust Bank, National Association
By:
Its Group Vice President
(Seal)
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IN WITNESS WHEREOF, the parties have executed this instrument under seal effective the date and
year first above written.
Augusta, Georgia
By:
Its Mayor
Attest:
Its Clerk of Commission
(Seal)
Augusta Riverfront Limited Partnership, a
Georgia limited partnership
By: Azalea Development Corporation, its
general partner
By:
As Its President
(Seal)
The Downtown Development Authority of the
City of Augusta, Georgia
By:
Its Chairman
Attest:
Its Secretary
(Seal)
SOUthTmS~ ~ati:o ~:~mtiOU
By. ~ _'tJ'$1"'0;"
Its~" "~'Vi(;~~
ASW ~~!NJ€E.PR.}~~ID~fJT
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EXHIBIT "A"
Restate CORE Agreement
23 pages
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'.:' ~~"iL~O ro~i ~r:C~NDED AND RESTATED CONSTRUCTION, OPERATING
PH 3 \ 2 AND RECIPROCAL EASEMENT AGREEMENT
99 JUN 22 :
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CE{R~\bro:s:~ AND RESTATED CONSTRUCTION, OPERATING AND RECIPROCAL
EASEMENT AGREEMENT (this "Restated CORE Agreement") is made this .arfday of June, 1999 by and
among Augusta, Georgia (fonnerly the City Council of Augusta, Georgia) (the "City"); Augusta Riverfront
Limited Partnership, a Georgia limited partnership (the "Developer"); and The Downtown Development
Authority of the City of Augusta, Georgia (the" Authority"). Capitalized tenns used herein are defmed in
Article I hereof.
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RECII ALS
BackgrowuJ
On August IS, 1989, the Developer, the City and the Authority entered into that Construction,
Operating and Reciprocal Easement Agreement, which is recorded in the office of the Clerk of
Superior Court ofRiclunond County, Georgia, at Realty Reel 317 , page 184, as amended by the First
Amendment to Construction, Operating and Reciprocal Easement Agreement dated July 16, 1990,
and recorded at Realty Reel 340, page 2110 aforesaid records (as amended, the "1989 CORE
Agreement"). This Restated CORE Agreement supersedes, amends and restates the 1989 Core
Agreement.
B.
The 1989 Core Agreement provided for the construction, development and management of an office
building, hotel, conference center, parking facilities and related improvements along the banks of
the Savannah River in downtown Augusta, Georgia (collectively the "Project").
Current Ownership
C.
The Authority owns fee simple title to that property shown as Parcel "P" (which includes Parcels "P-
4", "P-6", "P-7" and "P-8" and the ground under the air rights Parcels "P-l", "P-2", "P-3", and "P-5")
on the Plat.
D.
The Authority owns fee simple title to air rights Parcels "P_I" and "P-S" on the PiaL
E.
The Developer owns fee simple title to that property shown as Parcels "Q'<<, "N", "N-l", "N-2" and
"M", and the air rights parcels "P-2" and "P-3" on the Plat.
F.
The City owns "Special Use Area, 1999" and "Access Area # 1 " on the PiaL
Current Leases and Operations
G.
The Authority owns the Existing Conference Center, which is located on the parcel "P-l " on the
Plat, and leases it to the City pursuant to the Conference Center Lease. Under the tenns of the
Conference Center Lease, the City shall purchase the Conference Center at the expiration of the
lease tenn for $100.00. The lease tenn shall expire when the loan taken to construct the Conference
Center is fully satisfied, currently scheduled for no later than July 2012.
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H. The Developer manages the Conference for the City pursuant to Article 10 of the 1989 Core
Agreement
I. The Developer leases Parcels "N", "N-l" and "N-2" to the Authority pursuant to the Ground Lease.
1. The Authority owns the Parking Improvements located on Parcel lOP", "N", "N-l", and "N-2" and
leases them to the City pursuant to the Parking Improvements Lease. Under the terms of the Parking
Improvements Lease, the City shall purchase the Parking Improvements at the expiration of the lease
term for $100.00. The lease term shall expire when the bonds issued to construct the Parking
Improvements are fully satisfied, currently scheduled for January 1,2010.
UDAG Loan
K.. The Existing Hotel, which is owned by the Developer, was financed, in part, by the UDAG Loan to
the Developer by the City in the original face principal amount of $7,562,454.00 as evidenced by
that UDAG Note.
L. The UDAG Note is secured by a second priority lien covering the Existing Hotel, related personal
property and adjacent real estate as more particularly descnOed in that UDAG Security Deed.
M. The principal balance of the UDAG Note does not bear interest, and the Developer and the City have
agreed that, taking into account the time value of money, a current payment of$3,250,000.00 would
satisfy the UDAG Note in full; and the United States Department of Housing and Urban
Development concurs with such payoff amount and has consented to the Developer paying off the
UDAG Note, as evidenced by the letter attached hereto as Exhibit" A".
Conference Center Expansion
N. The parties have determined that the Project would better meet the needs of Augusta, Georgia if the
Conference Center is expanded.
O. The parties desire that the Developer build an addition to the Conference Center containing
approximately 30,000 square feet of additional space on Parcels "P-S", "P-6", "P-7", "Special Use
Area, 1999", and "Access Area # 1" in accordance with the Preliminary Plans.
P. "Special Use Area., 1999" and "Access Area #1" are currently owned by the City, and the City has
agreed to grant easements over said property to the Authority for construction and occupation of the
Conference Center Addition.
Q. Parcels "P-S", "P-6" and "P-7" are currently owned by the Authority and leased to the City pursuant
to the Parking Improvements Lease, but the Authority and the City have agreed to amend the
Conference Center Lease to include Parcels "P-5", "P-6", "P-7", "Special Use Area., 1999", and
"Access Area # I" as part of the demised premises of the Conference Center Lease (and the Parking
Improvements Lease would be amended to delete Parcels "P-5", "P-6" and "P-7" therefrom).
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R. The City desires to fund the construction and furnishing of the Conference Center Addition with the
proceeds of the payoff of the UDAG Note and all accrued interest thereon, with the Developer
responsible for all costs of construction and furnishings in excess of such amount
S. The City and the Developer desire to deposit the proceeds of the payoff of the UDAG Note with the
Escrow Agent and establish procedures for drawing such funds to fund the construction and
furnishing of the Conference Center Addition.
New Hotel
T. The parties have determined that the Project would better meet the needs of Augusta, Georgia if a
new approximately 140 room hotel is built on the east side of the Project at the sole cost and expense
of the Developer.
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The parties desire that the New Hotel be built by the Developer on Parcels "Q", "P-4", and "N-l ".
The Authority has agreed to convey fee simple title to the Developer to Parcel "P-4" in return for the
Developer conveying fee simple title to Parcel "N-2" to the Authority. The value of Parcel "N-2"
is equal to the value Parcel "P-4". . ''':l
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The Authority will retain an easement over parcel "P-4" for access to and from the Parking
Improvements and the Expanded Conference Center. The Developer will retain an easement over
Parcel "N-2" for access to and from Parcels "N" and "N-l ".
x.
The Ground Lease will be amended to account for the conveyance of Parcel ''N-2" to the Authority
and to allow for the construction and support of the New Hotel in the air space over Parcel "N-l".
The Parking Improvements Lease will be amended to account for the conveyance of Parcels "P-4"
and "N-2" and to allow for the construction and support of the New Hotel in the air space over Parcel
"N-l ".
Y.
The City will grant an easement to the Developer over that property designated as Canopy Area on
the Plat in order to allow the Developer to construct and maintain a canopy over said property. The
canopy shall not impair pedestrian movement along the sidewalk underneath the canopy.
z.
The Authority will grant the Developer an easement over Parcel "P-8" for the construction and
maintenance of a covered walkway between the New Hotel and the Existing Conference Center and
for access between the New Hotel and Existing Conference Center.
lrl' Street Parking Lot Entrance Renovation
AA. In order to enhance the operation of the Parking Improvements and Expanded Conference Center,
the City has agreed to add an additional toll booth and renovate the driveway at the 10m Street
entrance to the Parking Improvements, as shown on the Parking Lot Modification Plan attached
hereto as Exhibit "B". Such renovations will be at the City's sole cost and expense, and the City has
agreed to commence such renovations prior to commencement of construction of the Conference
Center Addition.
A."\AmeDcIed ....s Ralaltd CORE .....- 19.wpd
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AGREEMENT
In consideration of the premises and the mutual agreements and covenants contained herein, and for
other good and valuable consideration, the receipt of which are hereby acknowledged, the City, the
Authority, the Developer and the Escrow Agent, intending to be legally bound, agree as follows:
ARTICLE I
DEFINITIONS
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Section 1.1 Definitions, As used in this Restated CORE Agreement, the following terms shall
have the following meanings:
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"Architect" shall refer to Nicholas Dickinson & Associates, P .C.
"Authority" shall refer to The Downtown Development Authority of the City of Augusta, Georgia,
and its successors and assigns.
"Canopv Area" shall refer to that land, which is owned by the City, designated as the "Canopy AIea" ,
on the Plat
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"City" shall refer to Augusta, Georgia.
"City Administrator" shall refer to the City Administrator for Augusta, Georgia.
"Clerk's Office" shall refer to the Office of the Clerk of Superior Court of Richmond County,
Georgia.
"Concept Plans" shall refer to the Preliminary Concept Plans for the Conference Center Addition
and New Hotel prepared by the AIchitect for the Developer, which plans were presented to and approved by
the City Administrator prior to the execution of this Agreement
"Conference Center Addition" shall refer to that addition to the Existing Conference Center on
Parcels "P-S", "P-6", "P-7", "Special Use Area, 1999", and "Access AIea#l" to be constructed in accordance
with this Restated CORE Agreement
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"Conference Center Lease" shall refer to that Lease Agreement covering the Existing Conference
Center dated July 16, 1990, between the Authority as lessor and the City as lessee, recorded in the Clerk's
Office at Realty Reel 339, Page 1016.
"Conference Center Ooerator" shall refer to the Developer or its designee to manage the Expanded
Conference Center.
"1989 Core Agreement" shall refer to that Construction, Operating and Reciprocal Easement
Agreement, which is recorded in the Clerk's Office at Realty Reel 31?, page 184, as amended by the First
Amendment to Construction, Operating and Reciprocal Easement Agreement dated July 16, 1990, and
recorded in the Clerk's Office at Realty Reel 340, page 2110.
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"Developer" shall refer to Augusta Riverfront Limited Partnership, a Georgia limited partnership,
and its successors and assigns.
"Escrow Agent" shall refer to the bank selected by the parties hereto to hold and disburse the
proceeds from the payoff of the UDAG Loan in accordance with the terms of this Restated CORE Agreement
and the terms of an escrow agreement to be entered into among the Escrow Agent and the parties hereto.
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"Escrowed Funds" shall refer to the proceeds of the payoff of the UDAG Loan in the original
principal amount of $3,250,000.00 and all accrued interest thereon to be held by the Escrow Agent in
accordance with the terms of this Restated CORE Agreement and an escrow agreement to be entered into
among the Escrow Agent and the parties hereto.
"Existing Conference Center" shall refer to the improvements constructed on Parcel "P-l " on the Plat
and currently operated as a convention and conference center.
"Existing Hotel" shall refer to that Radisson hotel owned by the Developer and located on Parcel
"M".
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"Exoanded Conference Center" shall refer jointly to the Existing Conference Center and the
Conference Center Addition.
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"Ground Lease" shall refer to that Ground Lease covering Parcels "N", "N-l" and "N-2" between
the Developer as lessor and the Authority as lessee dated July 16, 1990, and recorded in the Clerk's Office
at Realty Reel 339, Page 940.
"Hotels" shall refer collectively to the Existing Hotel and the New Hotel.
"Hotel Operator" shall refer to the Developer or its designee as operator of the Hotels.
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"Kitchen" shall refer to that portion of the Existing Hotel and the Existing Conference Center
currently used as a kitchen.
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"New Hotel" shall mean that hotel containing approximately 140 rooms to be constructed by the
Developer on Parcels "Q", "P-4", and "N-l " in accordance with the terms of this Restated CORE Agreement.
Currently, the Developer plans for the New Hotel to be a Radisson Country Inn & Suites by Carlson or
equivalent.
"Notice of Dispute" shall mean a notice given to the Escrow Agent with regard to a dispute
concerning disposition of the Escrowed Funds.
"Parcel" shall refer to the respective parcel as set forth on the Plat.
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"Parking Deck" shall refer to the two-level parking deck located on Parcel "P" and leased by the
Authority to the City pursuant to the Parking Improvements Lease.
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"Parking Improvements" shall refer to the Parking Deck and the surface parking lot improvements
located on Parcels "P", "N", "N-I" and "N-2".
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"Parkin\! Improvements Lease" shall refer to that Lease Agreement covering the Parking
Improvements located on Parcels "P", "N", "N-I" and "N-2" dated June I, 1990, between the Authority as
lessor and the City as lessee, recorded in the Clerk's Office at Realty Reel 339, Page 964.
"Parking Lot Modification Plan" shall refer to the preliminary plans attached as Exhibit "B" relating
to the addition of a toll booth and renovation of the driveway at the 10dl Street entrance to the Parking
Improvements.
"~" shall refer to the City, the Developer, the Authority or the Escrow Agent (collectively, the
"Parties").
"Plans and Specifications" shall refer to the fmal plans and specification for the New Hotel and the
Conference Center Addition prepared by the Developer and submitted to the City in accordance with this
Restated CORE Agreement
"Plat" shall refer to that plat dated January 19, 1999, and last revised June 1, 1999, prepared by
Cranston, Robertson & Whitehurst, P.C. for Augusta Riverfront Limited Partnership and recorded in the
Clerk's Office simultaneously with this Restated CORE Agreement
"Proiect" shall refer to the Hotels, the Parking Improvements, and the Expanded Conference Center,
collectively.
"Riverwalk" shall refer to the sidewalk and adjacent improvements along the Savannah River levee
in Augusta, Georgia.
"Term" shall mean the period of time described herein plus any extension thereof: during which this
Restated CORE Agreement remains in force and effect
"Total Expenses" shall mean all expenses and costs actually incurred by the Developer for the
operation and maintenance of the Expanded Conference Center, determined in accordance with generally
accepted accounting principles (excluding, however, debt service of the Developer, depreciation,
amortization and other non-cash items; and capital expenditures).
"Total Gross Income and Revenues" shall mean all income actually received for the rental of the
space in the Expanded Conference Center, before any expenses (including but not limited to operating
expenses, debt service, management fees, or developer fees) are paid, less rebates and any applicable sales
tax. Total Gross Income and Revenues shall include fees from leases, special fees, assessments,
miscellaneous income and special event charges.
"UDAG Loan" shall refer to that loan made by the City to the Developer pursuant to that certain
Urban Development Action Grant Agreement Number B-87-AA-13-0095 issued to the City by the U.S.
Department of Housing and Urban Development on November 30, 1987, as amended.
"UDAG Note" shall refer to that Promissory Note and Guaranty Agreement from the Developer to
the order of the City died February 2, 1990.
A. '\Ammded Illd ItalIloiI CORE .....-19.topl
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"UDAG Security Deed" shall refer to that UDAG Security Deed and Security Agreement dated
February 2, 1990 and recorded in the Clerk's Office at Realty Reel 327, Page 2286.
"Unavoidable Delavs" shall mean delays due to strikes, acts of God, governmental restrictions or
preemption. of labor or material, enemy action, insurrection, fire or casualty or other events beyond the
reasonable control of the Party responsible for such perfonnance.
ARTICLE IT
CONVEYANCES AND EASEMENTS
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Section 2.1 Conveyance of Parcel "P-4". In consideration for the conveyance of Parcel "N-2"
from the Developer to the Authority, the Authority shall convey Parcel "P-4" to the Developer. The
conveyances shall be simultaneous and shall occur within 45 days from the execution of this Restated CORE
Agreement The Authority will retain an easement over parcel "P-4" for access to and from the Parking
Improvements and the Conference Center as more particularly described in the deed.
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from the Authority to the Developer, the Developer shall convey Parcel "N-2" to the Authority. The
Developer will retain an easement over Parcel "N-2" for access to and from Parcels "N" and "N-l". The
Ground Lease and the Parking Improvements Lease shall be amended to account for said conveyances.
Section 2.3 "Special Use Area. 1999" and "Access Area # 1 ". Within 45 days from the
execution of this Restated CORE Agreement, the City shall grant a perpetual easement to the Authority to
construct and maintain the Conference Center Addition over "Special Use Area, 1999" and "Access Area
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Section 2.4 Parcels "P-5". "P-6" and "P-7". Within 45 days from the execution of this Restated
CORE Agreement, the Authority and the City shall (i) amend the Conference Center Lease to include Parcels
"P-5", "P-6", "P-7", "Special Use Area, 1999", and "Access Area #1 "as part of the demised premises thereof
(accordingly, the Expanded Conference Center will occupy Parcels "P-l", "P-5", "P-6", P-7", "Special Use
Area. 1999", and "Access Area # 1 ", which will be part of the demised premises of the Conference Center
Lease) and (ii) amend the Parking Improvements Lease to delete Parcels "P-5", "P-6" and "P-7" therefrom.
Section 2.5 Canopy Area. Within 45 days from the execution of this Restated CORE
Agreement, the City shall grant an easement to the Developer over the Canopy Area in order to allow the
Developer to construct and maintain a canopy over said property. The easement agreement shall provide that
the canopy shall not impair pedestrian movement along the sidewalk. underneath the canopy.
Section 2.6 Easement over Parcel "P-8" for Covered Walkway, Within 45 days from the
execution of this Restated CORE Agreement, the Authority shall grant the Developer an easement over
Parcel "P-8" for the construction and maintenance of a covered walkway between the New Hotel and the
Existing Conference Center and for access between the New Hotel and Existing Conference Center. The
Plans and Specifications shall describe any alterations to existing sidewalks and landscaping in the vicinity
of the covered walkway.
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Section 2.7 Easement for Access and Parking. The Authority and the City, as the owner and
lessee of the Parking Improvements, hereby grant to Developer, its respective tenants, subtenants,
concessionaires, licensees, employees, officers and invitees, and to the Conference Center Operator and its
employees, agents, concessionaires, licensees and invitees, non-exclusive, perpetual easements over, upon,
across and through the Parking Improvements for (a) pedestrian and vehicular ingress to and egress from the
Parking Improvements; (b) circulation, passage and parking of vehicles within the Parking Improvements;
and (c) circulation and passage of pedestrians over and through such ramps, walkways, stairways, elevators
and other facilities as may from time to time be included within the Parking Improvements; provided,
however, that the persons permitted to use such easements by Developer shall be required to pay such
parking charges or rents as may from time to time be in effect with respect to the Parking Improvements and
shall be subject to the City's (or its designee's) rules and regulations regarding use of the Parking
Improvements. Nothing in this Section shall be deemed to restrict the Conference Center Operator from
restricting access to the Expanded Conference Center. The easements granted under this Section shall
continue so long as the Parking Improvements continue to exist
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Section 2.8 Construction Easements, The City and the Authority hereby grant to the Developer
a temporary right, privilege and easement to enter upon their respective properties at the Project from time
to time to construct the New Hotel and the Expanded Conference Center. Developer shall have the right to
permit its contractors and subcontractors, agents and employees to use the easement granted for the aforesaid
purposes. The easement granted herein includes the right to construct columns, footings and common walls.
Such construction easement shall cease and terminate upon completion of construction of the New Hotel
and Expanded Conference Center. The construction and location of any common footings, underground
supports and common walls shall be subject to approval of the final plans and specifications for such
improvements by the Parties sharing such improvements. The City also grants to the Developer temporary
easements during the construction period over its property adjoining the Project to allow for the efficient and
safe construction of the Conference Center Addition; provided, however, Developer shall not be allowed to
close access to Riverwalk without the prior written approval of the City Administrator, and any such closing
of access shall be for a limited time. The City reserves the right to close Riverwalk when the City, in its sole
discretion, deems it necessary to provide for the safety of the public because of construction activity by the
Developer. During such times as the Riverwalk is closed because of construction activities of Developer,
Developer shall be solely responsible for securing said area and for any and all claims, actions, causes of
action, losses, damages, liability, expenses or claims whatsoever (including reasonable attorney's fees and
the cost of defending against the foregoing) resulting from construction activities by Developer.
Section 2.9 Easements for Underground Supports. Party Walls and Connection of Corridors.
The Parties acknowledge that their improvements may share common footings and underground supports
(hereinafter referred to as the "Underground Supports") and common walls (hereinafter referred to as the
"Party Walls") with the Hotels, the Expanded Conference Center and the Parking Deck. Each of the Parties
hereby grants to each other Party a non-exclusive easement for the construction and maintenance of openings
in the walls between their respective improvements at the locations shown by the Concept Plans in order to
connect the corridors and passageways of such improvements with one another, provided that the manner
of connection shall be in accordance with generally accepted engineering and construction practice for
improvements of such type and so as not to impair the structural integrity of the other Party's improvements,
and provided that nothing herein, in and of itself, shall be deemed to create an easement for passage through
any such connected corridors or passageways. All such easements shall continue so long as any portion of
this Restated CORE Agreement shall remain effective and thereafter so long as the improvements benefitted
by such easements exits. The exercise of easement rights under this Section by any Party shall be conducted
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in such a manner as will minimize interference with the conduct of business by the other Party. Each of such
Parties covenants that if all or any part of its improvements are removed or destroyed at any time when it is
not require<f to restore and does not elect to restore such improvements, it will leave in place any foundations,
footings or walls (or portions thereof) not removed or destroyed if, immediately before such removal or
destruction, such foundations, footings or walls (or portions thereof) were shared jointly between such Party
and the other Party. Should, in the reasonable opinion of either Party, the Party Wall or any portion thereof
of the openings therein providing access between the Parties' respective improvements require repair or
rebuilding, the other Party sharing such Party Wall shall cooperate in such repair or rebuilding and shall
cause such repair or rebuilding to be accomplished at a time convenient to both, with the cost of such repair
or rebuilding to be borne in equal shares; provided that the cost of any such repair that may be occasioned
by the neglect or willful act of either Party shall be borne by that Party. The phase "repair and rebuilding"
as used herein shall not include ordinary maintenance and care such as painting and cleaning.
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Section 2.10 Easements for Kitchen. The City and the Authority hereby grant to the Developer
an exclusive right, privilege and easement in that certain portion of the Existing Conference Center which
is currently used as the Kitchen for the purpose of operating within such easement area a kitchen which shall
serve both the Existing Hotel and the Expanded Conference Center. Notwithstanding any provision of this
Agreement to the contrary, Developer shall be solely responsible for the cost of maintaining, insuring,
repairing and replacing the Kitchen and any and all personal property from time to time located therein. The
easement referred to above shall continue as long as the Kitchen is used for the operation of a kitchen serving
the Existing Hotel. Similarly, for such time as the Developer shall fail to provide food service to the
Expanded Conference Center as provided herein, the Developer hereby grants to City an exclusive right,
privilege and easement in that certain portion of the Existing Hotel which is a portion of the Kitchen; said
easement being for the purpose of operating within such easement area the Kitchen which shall serve both
the EXisting Hotel and the Expanded Conference Center. The easement granted herein shall continue as long
as Developer shall fail to provide food service to the Expanded Conference Center pursuant to the terms
hereof and the use of the Kitchen is deemed necessary by the City to serve the Expanded Conference Center.
Section 2.11 Easements for Attachment of Hotels and Expanded Conference Center
Improvements to City Improvements. The City (and, if applicable, the Authority) hereby grants to
Developer a perpetual easement onto and across the property of the City (and, if applicable, the Authority)
for the purpose of constructing and maintaining sidewalks, stairways and pedestrian bridges connecting the
Project with the sidewalks and other improvements associated with the Riverwalk sidewalk and adjacent
improvements along the Savannah River levee.
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Section 2.12 Easement for Encroachments, While it is the intent of the Parties to confine their
improvements to the limits of their respective property, it is recognized that this result may not be achieved
due to the integrated nature of the Project. Accordingly, if the Hotels, Parking Improvements or Expanded
Conference Center improvements, following construction, encroach on a portion of the property of another
Party, the Party across whose property such improvements encroach hereby grants to the Party whose
improvements so encroach an easement, for so long as such improvements (or any replacement thereof
constructed during the tenn of this Restated CORE Agreement) stand, pennitting the construction and
maintenance of such improvements on such portion of such property.
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Section 2.13 Certain Reserved Rights. Developer hereby reserves the right to eject from its
premises (including any "common" or "public" areas thereof) any persons not invited or otherwise permitted
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to use same and to close off its respective improvements at any time and from time to time for security
purposes. Further, the Conference Center Operator shall have the right to close off or limit access to and
from the Expanded Conference Center at any time and from time to time for security purposes, provided that
the Conference Center Operator shall not be permitted to impede pedestrian access between the Parking
improvements or the Riverwalk improvements, on the one hand, and the Hotels on the other hand, through
the walkways, stairways and corridors for the Expanded Conference Center, except in connection with such
temporary closings as may be necessary for the cleaning, repair and maintenance of such access and
improvements.
Section 2.14 Additional Construction. After construction of the Conference Center Addition and
New Hotel has been completed., Developer, the Authority and the City shall each have the right to make
alterations, modifications, expansion or additions to their respective improvements; provided, however, that
during the Term hereof neither the City nor the Authority shall make any such alterations, modifications,
expansion or addition which: (i) materially changes or alters the architectural elevations or design or the
exterior building materials of the same, or (ii) impairs access between and among the said improvements.
Neither the City nor the Authority shall expand or materially alter or modify the Project improvements at any
time during the Term without the prior written approval of the plans for such expansion, alteration or
modification by Developer, which approval shall not be unreasonably withheld.
Section 2.15 Tenn. Unless specifically otherwise provided in this Restated CORE Agreement,
the easements provided in this Article shall be perpetual and shall not term inate upon the expiration or earlier
termination of this Restated CORE Agreement
Section 2.16 Savings Clause. Notwithstanding that this Restated CORE Agreement supersedes
and replaces the 1989 Core Agreement, this Restated CORE Agreement shall not terminate any easement
created by the 1989 Core Agreement that is necessary for the support, maintenance or operation of any
portion of the Project or the Developer's office building adjacent to the Project and known as One Tenth
Street under the system of street numbering currently in effect in Augusta, Georgia.
ARTICLEllI
CONSTRUCTION OF 11ffi CONFERENCE CENTER ADDmON
Section 3.1 Satisfaction ofUDAG Loan. Within five business days after the execution of this
Restated CORE Agreement, the Developer shall pay to the Escrow Agent, for the account of the City, the
amountof$3,250,OOO.OO (the "Escrowed Funds") in full and complete satisfaction of the UDAG Loan. Upon
receipt of such payment, the City shall mark the UDAG Note "satisfied" and return the original thereof to
the Developer; shall execute and deliver to Developer a satisfaction and cancellation of the UDAG Security
Deed in recordable form; and shall execute and deliver all other documents necessary to release any
fmancing statements and fixture filings relating to the UDAG loan.
Section 3.2 Disbursement of Escrowed Funds. The Escrow Agent shall hold the Escrowed
Funds in an interest bearing account and disburse the Escrowed Funds and all interest thereon to fund the
construction costs of the Conference Center Addition in accordance with the terms of this Restated CORE
Agreement.
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Section 3.3 Approval of Plans and Specifications. The City hereby approves the Concept Plans.
The Conference Center Addition improvements shall (i) be aesthetically consistent with the Existing Hotel
and built in .substantial accordance with the Concept Plans; (ii) include approximately 30,000 square feet of
additional space; (iii) have a budgeted and actual cost of at least $3,250,000.00, and (iv) be built to the same
standards of quality and workmanship as the Conference Center. Prior to 30 days before commencement of
construction of the Conference Center Addition, the Developer shall submit the Plans and Specifications
therefor to the City Administrator. Unless the City Administrator objects to the Plans and Specifications in
writing within 20 days of his receipt thereof, the Plans and Specifications shall be deemed approved.
Approval of the Plans and Specifications shall not be unreasonably withheld.
Section 3.4 Construction of the Conference Center Addition, The Developer has engaged the
services of the Architect to design the Conference Center Addition and supervise its construction. The
Developer and the Architect will provide all construction services needed in connection with the Conference
Center Addition, including administration, supervision and coordination of the bidding, award, execution,
and performance of a general construction contract and subcontracts. The Developer shall cause the
construction of the Conference Center Addition in substantial accordance with the Plans and Specifications.
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Section 3.5 Funding of Construction Costs. Construction of the Conference Center Addition
and relocation of the ramp to the Parking Deck shall be at the City's sole cost and expense only so long as
such cost does not exceed the amount of the Escrowed Funds and all interest thereon. In the event that the
costs of construction of the Conference Center Addition should exceed the amount of the Escrowed Funds
and all interest thereon, the Developer shall pay any all such additional costs as and when the same shall
become due and payable. The term "costs of construction" or "construction costs" as used in this Article
shall include, specifically, but not exclusively, all sums paid by the Developer to any contractor,
subcontractor, third-party laborer or supplier performing any work or supplying any furniture, fIXtures,
furnishings, tables, podiums, risers or materials for the Conference Center Addition and relocation of the
ramp to the Parking Deck (excluding the costs of china and silverware) and all architectural, engineering,
surveying, and escrow agent fees incurred in connection with the Conference Center Addition or this
Restated CORE Agreement, all premiums for insurance cOverage required to be maintained on the Expanded
Conference Center prior to completion of construction, and any other costs and expenses in connection with
the construction and furnishing of the Conference Center Addition. Payment of any portion of such
construction costs shall not entitle the Developer to any ownership interest in Conference Center Addition.
Section 3.6 Construction Draws. The Developer may, not more than twice a month during the
construction period, request draws in an amount equal to the actual cOst of labor, materials and furnishings
incorporated into the Conference Center Addition and all other costs of construction. Escrow Agent shall
disburse the requested amounts from the balance of the Escrowed Funds and accrued interest thereon within
five business days of its receipt of the following:
(a) Written certification from the Architect that the work for which payment is requested was
completed in substantial accordance with the Plans and Specifications; and
(b) Waivers of lien from all contractors, subcontractors and material suppliers who have
furnished labor and material for the Project or who have issued a notice to owner as
contemplated by the applicable lien statutes.
The Developer shall deliver copies of the foregoing simultaneously to the City.
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section 3.7 perfoonance of Construction. The Developer sball perfoon, or cause to be
perfoone<\, its construction in accordance with the Plans and Specification, with due diligence and in a good
and workmanlike manner, nsing first class marerials and in accordance with all applicable taws. ordinances,
rules and regulations of all govemmcotal agcocies and authorities bavingjurisdictioo over such construction.
Section 3.8 Lieos. The Developer agrees that, in the event any mechanic's lien or other statutory
licn shall be filed during the teon of this Restated CORE Agreemeot against all or any portion of the
Conference Center Addition, the Developer shall pay and discharge the same or hond off or utherwise cause
such lien to be discharged of record and shall indemnify and save harmless the other parties hereto and their
successor and assigns from all losseS, damages, liability, expeuses or claims whatsoeVer (inclnding
reasonahle attorncy's fees and the costs of defeoding against the foregoing) resulting from the assertion of
any such liens.
Section 3.9 Insurance. The Developer shall during the period of any construction maintain
huilder's risk insurance on a non.reporting, completed value basis with extended coverage endorsement
Such insurance may, at the nption of the Developer, contain a loss deductible provisioo of not more than
$100,000.00.
Section 3. I 0 10" Street Parkin. Lot Reoovation. The City sball add an additiooal toll booth and
renovate the driveways at the 10" Street entrance to the Parking Improvements, in substantial accordance
with the Parking Lot Modification Plan. Such renovations will be at the City'S sole cost and expense. The
City sball commcuce such renovations prior to commencement of construction of the Conference Center
Addition.
Section 3.1 \ 9" Street Toll Booth. The Developer sball bear all costs associated with lhe
relocation or modification of lhe existing toll boolh atlhe 9" Street entrance to lhe Parking Improvements.
ARTICLE IV
OPERATION ANJ2 ~NANCE OF CONFERENCE CENTER
section 4.1 Operation bv Desi..ee of lhe Developer. So long as eilher the Existing Hotel or
New Hotel is operated as a hotel and prior to lhe expiration of lhe T eon, lhe Expanded Confcrence Center
sball be uperated and managed by lhe Developer directly ur throogh a management company. Sucb uperator
of the Expanded Conference Center sball be referred to berein as lhe "Conference Ceoter Operator". It is
contemplated that lhe Conference Center Operator may be lhe same entity lhat acts as lhe Hotel Operatur.
The Conference Ceoter Operator shall bave sole discretion and control in lhe establishment of reasonable
rules and regulations for lhe Expanded Conference Center,lhe establishment of reasonable fees and cbarges
for use of lhe Expanded Conference Center facilities and for food and beverages and ancillary services, the
employrneot and supervision ofall pet'Oonel, accounting for the receipt and disbursemeot of funds, and aU
olher activities relating to lhe operation uf lhe Expanded Conference Center. The fees charged for leasing
hallroom, meeting rooms and providing other facilities and services atlhe Expanded Conference Center shall
be reasonable and in confoonity with lhose being cbarged by olher comparable conference centers of a
similar size and usage as may be determined in lhe discretion of lhe Developer or the Conference Center
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Operator. In all such respects, the Conference Center Operator shall operate the Expanded Conference
Center as a flfSt-class meeting, conference and convention center which complements and enhances the
operation of the Hotels and shall not use, conduct or permit any use of the Expanded ~nference Center
which is disreputable or inconsistent with a first-class facility. Regardless of anything contained herein to
the contrary, the Conference Center Operator shall make the Expanded Conference Center available for use
by the City and/or any individual or any group without discrimination for sex, race, creed, color or national
origin. The Developer hereby indemnifies, holds harmless and releases the City and the Authority, and their
agents, employees and contractors, from and against any and all claims for damage to persons or property
arising from the Developer's operation of the Expanded Conference Center.
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Section 4.2 Kitchen. The Developer and the City have agreed that as a part of its management
of the Expanded Conference Center the Hotel Operator shall provide all food services for both the Existing
Hotel and the Expanded Conference Center. So long as the Hotel Operator shall provide food services of
reasonable quality and at reasonable prices to the Expanded Conference Center, the Developer shall have
exclusive rights to the utilization of the Kitchen. The City and the Developer have agreed, however, that in
the event that the Hotel Operator shall fail to provide said food services of reasonable quality and price so
that same are unavailable for the operation of the Expanded Conference Center for a period of seven (7) days
or more, then in such event the City or its designee shall have a non-exclusive license'to utilize and operate
the Kitchen to serve the Expanded Conference Center. Said license shall continue until written notice is
given by the Developer to the City stating a date certain on which the provision of food services to the
Expanded Conference Center by the Developer or its designee will be resumed and the provision of the same
is in, fact resumed on said date. During such time as the City shall have the right to utilize the Kitchen as
provided above, the Developer shall make said kitchen available to the City at all times and shall maintain
the same and all appliances and fixtures contained therein in good working condition. In furtherance of the
above agreement City and Developer have granted those reciprocal easement rights described in Article II
hereof.
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Section 4.3 Compensation of Developer, Prior to May I of every year during the term of this
Restated Core Agreement, the Developer shall remit to the City the greater of (i) five percent (5%) of the
Total Gross Income and Revenues from the rental of the Expanded Conference Center during the preceding
calendar year, or (ii) five percent (5%) of the Total Expenses of the Expanded Conference Center during the
preceding calendar year. Simultaneously with said payment, the Developer shall submit a statement, audited
by the Developer's certified public accountant, to the City setting forth the Total Gross Income and Revenues
and Total Expenses from the Expanded Conference Center for the preceding calendar year. All other
revenues from the rental and operation of the Expanded Conference Center shall be devoted to the expenses
of the operation of the Expanded Conference Center and as compensation for the services of Developer.
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Section 4.4 Maintenance and Repair of Expanded Conference Center, During the Term,
Developer shall, at its sole cost and expense, be responsible for maintaining the Expanded Conference Center
in good condition and repair, including, without limitation, the foundations, structural supports, exterior
walls, interior walls and floors, ceilings, and permanent lighting ftxtures, sprinkler systems, pipes, wires and
conduits within the walls, floors and above ceilings, roof, gutters, down spouts, utility lines, elevators, the
heating, ventilating and air conditioning system, and other major systems and ftxtures installed within the
Expanded Conference Center, and for all appropriate day-to-day or periodic maintenance in connection with
such items. Developer shall also, at its sole cost and expense, keep the Expanded Conference Center and all
furniture, ftxtures and equipment in good operating condition and repair. Without limitation of the foregoing,
Developer shall maintain the interior of the Expanded Conference Center (including wall, floor, and window
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covering) and shall replace or repair any broken glass in doors or windows, replace interior light bulbs, and
refurbish or replace from time to time as required all furniture, furnishings and equipment as are requisite
or desirable for the efficient operation of a flfSt-dass conference center (including, without limitations, china,
glassware and silverware, tables and chairs, linen, uniforms, podiums and staging platforms, artwork and
decorative accessories). In addition, Developer shall be responsible for all appropriateday-to-day or periodic
maintenance of the systems and equipment installed within the Expanded Conference Center.
Section 4.5 Insurance, The City, at its sole cost and expense, shall maintain (i) general public
liability insurance covering the Expanded Conference Center and the Parking Improvements, and (ii) fife and
extended coverage insurance covering the Expanded Conference Center and the Parking Improvements
against risks of damage or loss by fire and other risks now or hereafter embraced by "extended coverage",
so called, in an amount (subject to commercial availability) not less than the full replacement cost of the
Expanded Conference Center and all furniture, fIXtures and equipment owned by the City, exclusive of the
cost of excavations, foundations and footings. Such insurance may contain a loss deductible provision of
not more than $100,000.00, which loss deductible amount may be adjusted upward annually by the
percentage increase in the Consumer Price Index for all urban consumers (CPI-U) (All Items 1982-84=100)
for the preceding calendar year. The City shall provide the Developer with a copy of said insurance policies.
After June 1,2003, the Developer shall be responsible for one-half of the cost for the fire and extended
coverage insurance covering the Expanded Conference Center, with the City responsible for procuring such
insurance and invoicing the Developer for its share of the cost therefor. The Developer or the Conference
Center Operator shall maintain appropriate workers' compensation insurance relating to the operation of the
Expanded Conference Center.
Section 4.6 Taxes. The City and the Developer do not anticipate that any city or county ad
valorem property taxes will be levied against the Expanded Conference Center or the Parking Improvements.
In the event and to the extent any such taxes are levied, however, City agrees to indemnify and hold harmless
Developer against any claim against Developer on account of same.
ARTICLE V
CONSTRUCTION OF NEW HOTEL AND OPERA nON OF HOTELS
Section 5.1 Descriotion of Hotel Imorovements. Developer shall construct., as its sole cost and
expense, on Parcels "Q", "P-4" and "N-I" a flfSt-class hotel containing approximately 140 guest rooms, a
swimming pool, meeting rooms (containing no more than 2,000 square feet of space), appropriate
landscaping, driveways and walkways, and other facilities appropriate for a flfSt-class hoteL together with
all furnishings, fIXtures and equipment necessary for the operation of such improvements as a flfSt-class
hotel. Such improvements shall be constructed in confonnity with the Concept Plans and be built to the same
standards of quality and workmanship as the Existing Hotel.
Section 5.2 Operation of Hotels. The Hotel Operator shall operate the Hotels as a first-class
hotels with the New Hotel being operated as a flfst-class limited service hotel. During the Tenn hereof, no
operation or use shall be made, conducted or pennitted within the Hotels which is inconsistent with or
detrimental to the reputation of the Hotels as first-class hotels or the Expanded Conference Center as a first-
class conference center. Developer shall at all times comply with all applicable governmental laws,
ordinances, rule and regulations in the operation of hotels.
A.'\AADmoSal oad a....r.d CORE ~ 19."l'I
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ARTICLE VI
OPERA nON AND MAINTENANCE OF PARKING IMPROVEMENTS
Section 6.1 General. The Authority has leased the Parking Improvements located on Parcels
"N", "N-l " and "N-2" from the Developer in accordance with the Ground Lease and has subleased the same
to the City pursuant to the Parking Improvements Lease. The City hereby agrees that during the Tenn of the
Parking Improvements Lease, it shall operate or cause to be operated the Parking Improvements as a parking
facility in accordance with the terms of this Restated CORE Agreement and such unifonn, non-
discriminatory rules and regulations as may be adopted from time to time. No barricades, curbs, gates, or
other obstacles shall be erected which block or prohibit the free flow of traffic through the entrances, exits,
ramps and driveways within the Parking Improvements; provided, however, that nothing herein shall prohibit
(i) the erection of such curbs and other control or safety improvements devices which may be necessary to
control and direct pedestrian and vehicular traffic within the Parking Improvements; (ii) such temporary
closing of the Parking Improvements as may be necessary for the cleaning, repair and maintenance of the
same as required from time to time; or (iii) the erection of such toll booths and/or entrance and exit gates are
required to limit access to the Parking Improvements to authorized pennittees and to collect rents due for the
use of the Parking Improvements. .,
Section 6.2 Rent for Spaces. The City shall have the exclusive right to set or cause to be set the
rents for use of the parking spaces within the Parking Improvements, provided that the City shall consult with
Developer prior to establishing or changing such rates. The rent schedule shall be set in good faith with a
view toward charging rents consistent with market demand and rates charged by parking facilities serving
comparable improvements. The rent schedule shall be applied in a uniform and non-discriminatory manner
except that nothing herein shall prohibit the charging of a premium for reserved parking spaces. The parking
rate for guests of the Hotels and employees of the Developer and the Conference Center Operator shall be
$2.50 per day (24 hours period commencing at 12:01 a.m.) per car until July 1,2002. After July 1,2002, the
parking rate for guests of the Hotels and employees of the Developer and the Conference Center Operator
shall be 90% of the rate charged by the City (or the Authority as the case may be) to the general public.
Section 6.3 Allocation of Spaces. The Parties acknowledge that as a public facility, the Parking
Improvements must be available for use by members of the general public and that no more than ten percent
(10%) the parking spaces may be reserved for exclusive use of Developer. The City agrees that Developer
may, at any time, upon agreement as to the rents to be paid therefor, designate up to ten percent (10%) of the
total parking spaces in the Parking Improvements as reserved for the exclusive use of Developer and/or its
designees. Such spaces shall be located within the Parking Deck and the surface parking area as conveniently
as possible for the Developer or its designee. Use of such designated parking areas by Hotel guests shall be
subject to all rules and regulations applicable to the Parking Improvements as may be in effect from time to
time, including the payment of applicable parking charges or rents. The City shall not grant any other
exclusive or priority rights.
Section 6.4 Special Parking Needs. It is recognized by the City that Developer may from time
to time require additional parking spaces on a short-term basis in connection with special events or functions
to be held at the Hotel or the Expanded Conference Center. When such needs are identified, Developer or
the Conference Center Operator shall notify the operator of the parking facilities as far in advance as
possible, and such operator will use its best efforts to accommodate such requirements, consistent with its
duty to serve the general public and provided that nothing herein shall require or authorize such operator to
A:\Ama>lled ....s Rat&l<d CORE Acr-19."'P'l
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displace or remove from the parking area rent-paying customers or others entitled to use the Parking
Improvements. The parties acknowledge that certain of the spaces will be leased on a long tenn basis (e.g.,
monthly) to Developer and/or the Hotel Operator and to tenants of the Developer's office building adjacent
to the Project; the City agrees that the lease rates therefor shan be in accordance with the provisions of this
Section.
Section 6.S Maintenance of Parking Imorovements. The City shan maintain the Parking
Improvements in good, clean and sightly condition and repair, in such manner as win maintain the
appearance of the parking area in substantially the same condition as when it is initially completed, normal
wear and tear excepted. Without the limitation of the foregoing, the City shall promptly repair all holes and
cracks in concrete or paved surfaces, remove all papers, debris and refuse, wash or thoroughly sweep all
paved areas as required, remove snow, ice, surface water and other obstructions, and clean and maintain
lighting fixtures and re-lamp as necessary. The City shan also resurface and re-stripe the parking areas and
refurbish directional signs, curbs and other components of the Parking Improvements from time to time as
required.
Section 6.6 Hours of Operation: Security. Except for temporary closing as permitted in herein,
the Parking Improvements shall be kept open and lighted at all times.
ARTICLE VII
GENERAL PROVISIONS REGARDING OPERATION
Section 7.1 Comoliance with Laws. Each Party responsible for operating any improvements
referred to herein shall operate its respective improvements in compliance with all applicable governmental
requirements, laws, statutes, regulations and/or ordinances, and the party responsible for operating the same
shan keep in fun force and effect at all times all governmental permits and licenses required for the use and
operation of such improvements.
Section 7.2 IN AC Operations. Insofar as certain of the Improvements of the Parties shall be
internally connected through common conidors and passageways, Developer, in operating the air
conditioning and heating system for the Hotels and the Expanded Conference Center, shan operate such
systems in a manner which will not unduly drain heat, ventilation or air conditioning from the Improvements
of any other Party.
Section 7.3 Advertising and Promotion. During an periods in which the Expanded Conference
Center is operated by Developer pursuant to this Restated CORE Agreement, Developer shall be entitled to
refer to and promote the Hotels and Expanded Conference Center as a unified operation known under such
name as from time to time Developer shall select for the Project. The City and its affiliates, including the
Chamber of Commerce and the Augusta-Richmond County Convention and Visitors Bureau, shall likewise
be entitled to refer to the Hotels and Expanded Conference Center by such name and to promote the same
as a unified operation, subject to Developer's right to review and approve promotional literature and
advertising of the City and its affiliates with respect to the Hotels and Expanded Conference Center.
A-'IAmmcI<d and Raulcd CORE ~ 19."P4
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ARTICLE vm
DAMAGE AND DESTRUCTION
Section 8.1 Damage or Destruction of Expanded Conference Center. Provided that the Hotels
are being operated as a hotels, in the event of damage to or destruction of all or any part of the Expanded
Conference Center during the Term of this Restated CORE Agreement, at the request of Developer, the City
or the Authority (as applicable) shall be obligated to promptly utilize all available insurance proceeds to
rebuild, replace and repair such damaged or destroyed improvements to the same condition and usefulness
and to the same general appearance as existed immediately prior to such damage or destruction; provided,
that in the event any damage or destruction to the Expanded Conference Center has resulted from any event
which also caused damage or destruction to all or a substantial part of the Hotels, the City's or the
Authority's obligation to rebuild pursuant hereto shall be contingent upon the decision of the Developer to
rebuild, replace and repair the Hotels. If Developer requests the City or the Authority to make said insurance
proceeds a.vailable and the available insurance proceeds are insufficient to fully restore the Expanded
Conference Center, the cost of such restoration in excess of available insurance proceeds shall be paid by
the Developer. Such reconstruction shall be completed as expeditiously as reasonably possible and shall be
performed in compliance with the requirements set forth with respect to the initial construction of such
improvements.
Section 8.2 Damage or Destruction of Parking Improvements. In the event of damage or
destruction of all or any part of the Parking Improvements during the Term of this Restated CORE
Agreement, the City or the Authority (as applicable) shall be obligated to promptly utilize all available
insurance proceeds to rebuild, replace and repair such damaged or destroyed improvements to the same
condition and usefulness and to the same general appearance as existed immediately prior to such damage
or destruction; provided, however, that the extent of the City's or the Authority's obligation to rebuild
pursuant hereto shall be contingent upon the continued operation of the Expanded Conference Center or the
Hotels, it being agreed that the City or the Authority shall not be required to repair and restore the Parking
Improvement except to the extent that parking facilities are required in connection with the use and operation
of the remaining Project Improvements. Any reconstruction or repair of the Parking Improvements shall be
completed as expeditiously as reasonably possible and shall be performed in compliance with the
requirements herein set forth with respect to the initial construction of such Improvements.
Section 8.3 Clearing Debris from Razed Improvements. To the extent a Party is not expressly
required hereunder to restore all or a portion of its Improvements destroyed or damaged by casualty and does
not elect to restore such damaged or destroyed improvements, such Party shall promptly raze the portions
thereof which are not restored or rehabilitated, bring any Party Wall to the standard of an exterior wall, clear
away all debris and take all other action (including landscaping) required by good constructions practice so
that the area which had been occupied by the razed building or portions thereof will be compatible with the
remainder of the Project; provided, however, this provision shall not prevent such Party from subsequently
building on the tract so landscaped provided that the plans and specifications for any new improvements to
be constructed on such tract and the use thereof shall be subject to the prior written approval of the other
Parties thereto.
Section 8.4 Discontinuance of Use as Hotels. To the extent that Developer is not expressly
required pursuant to the provisions hereof to restore all or a portion of the Hotels which are damaged or
destroyed by a casualty occurring during the Term of this Restated CORE Agreement and does not elect to
A:\Amcaded lI>d I\atIloCI CORE ~ 19.wpd
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restore such damaged or destroyed improvements, and, in connection therewith, discontinues operation of
the Hotels, Developer shall be released from its obligation hereunder to operate the Hotels for the remaining
balance of the Term hereof; provided that the City shall thereafter be entitled to terminate the provisions of
this Restated CORE Agreement relating to the operation of the Expanded Conference Center by delivering
written notice of such election to Developer, whereupon the City shall become vested with full responsibility
for the operation, management, maintenance and repair of the Expanded Conference Center and the discharge
of all obligations previously allocated to Developer with respect thereto under any provisions of this Restated
CORE Agreement
ARTICLE IX
MISCELLANEOUS
Section 9.1 Term. The Term of this Restated CORE Agreement and the rights and obligations
of the parties hereunder shall continue and shall remain binding upon the parties from the date hereof until
the earlier of (i) the date on which the Hotels shall have ceased to be operated as hotels for a continuous
period of one (I) year or(ii) fLfty (50) years from the date of the execution of this Restated CORE Agreement
(the "Term"). Thereafter, this Restated CORE Agreement shall automatically be continued to the extent and
for the maximum time permitted by Georgia law for successive periods of one (I) year each for so long as
the Hotels shall continue to be operated as hotels unless any party hereto shall elect in writing to terminate
this Restated CORE Agreement
Section 9.2 Successors and Assigns. All terms of this Restated CORE Agreement shall be
binding upon and inure to the benefit of the respective successors and assigns of the Parties.
Section 9.3 Transfer ofPropertv, If during the Tenn any Project property is sold or otherwise
transferred, such transfer shall be subject to this Restated CORE Agreement and the transferee shall be bound
by its transferor's obligations hereunder as fully as if such transferee were originally a party hereto. If any
Party shall transfer or convey its entire property at the Project, such Party shall not be released from any
further liability arising under this Restated CORE Agreement in respect of any period after the date of such
transfer or conveyance without the written consent of the other Parties, which consent shall not be
unreasonably withheld.
Section 9.4 Financing - Limitations of Mortgagee Liability. Notwithstanding anything to the
contrary contained in this Restated CORE Agreement, any Party may fmance its property subject to this
Restated CORE Agreement, and, in conjunction therewith, may convey and/or assign (either absolutely or
conditionally) all of its rights and interests under this Restated CORE Agreement to any such mortgagee or
lessor. This Restated CORE Agreement and the rights, interests and easements created hereunder shall be
prior and superior to any such mortgage or lease of any portion of the Project. Any such mortgagee or lessor
shall be liable for the performance of the mortgagor's or lessee's covenants and obligations hereunder only
if and for so long as such mortgagee or lessor comes into and holds possession (or has a right to possession)
of such Mortgagor's or lessee's property, but upon any such transfer or further lease the transferee shall be
subject to the terms of this Restated CORE Agreement. Except as specifically provided in this Restated
CORE Agreement, no mortgagee shall have any personal or corporate liability with regard to any provision
of this Restated CORE Agreement during the period of such mortgagee's ownership or possession of any
A:\AlD<DlIoIIlIll ~ CORE ~ 19."'1"1
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property encumbered hereby, any such mortgagee's liability hereunder being limited to its interest in the
property covered by such mortgage, any improvements erected thereon, and the rents and other income
derived therefrom.
Section 9.5 Notices. Any notice, request, demand, approval or consent given or required to be
given under this Restated CORE Agreement shall be in writing and shall be deemed to have been given or
made or communicated when delivered by hand, when received (as evidenced by the official return receipt
of the U.S. Postal Service) if mailed by certified or registered United States mail, postage pre-paid, return
receipt requested, or when delivered if sent by Federal Express or other recognized overnight courier delivery
service, addressed as follows:
In case of the City to:
Augusta-Richmond County
City County Municipal Building
530 Greene Street
Augusta, Georgia 30901
Attn: City Administrator
With a copy to:
Burnside, Wall, Daniel, Ellison & Revell
Post Office Box 2125
Augusta, Georgia 30903
Attn: City Attorney
In the case of the Developer to:
Augusta Riverfront Limited Partnership
One lOth Street, Riverfront Center, Suite 340
Augusta, Georgia 30901
Attn: Nk. Paul S. Simon
With a copy to:
Hull, Towill, Norman, Barrett & Salley, P.C.
Post Office Box 1564
Augusta, Georgia 30913
Attn: Managing Partner
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In the case of the Authority to:
The Downtown Development Authority of
the City of Augusta, Georgia
#4 Fifth Street
Augusta, Georgia 30901
With a copy to:
Warlick, Tritt & Stebbins
15th Floor First Union Bank Bldg.
699 Broad Street
Augusta, Georgia 30901
Attn: Managing Partner
Any Party may, at any time, change its address for the above purposes by giving notices to the other
Parties in the manner herein provided, such designation being effective from and after the day of receipt of
notice thereof by the other Parties.
Section 9.6 Notice to Mortgagees. Each Party giving notice of a default under this Restated
CORE Agreement shall send by registered or certified United States mail, postage pre-paid, a copy of such
notice to any holder of a mortgage on the property or improvements of the Party so notified provided that
such holder shall have sent the Party giving the notice of default a notice informing it of the existence of such
mortgage and the name of the person or officer and the address to which copies of such notices of default
are to be sent, and such holder shall be permitted to cure any such default no later than thirty (30) days after
a copy of the notice of default shall have been sent to such holder, provided that in the case of a default
which cannot with diligence be remedied within such period of thirty (30) days, such holder shall have such
additional period as may be necessary to remedy such default with diligence and continuity.
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Section 9.7 Waiver of Subrogation. Each Party hereby agrees not to assign to any insurance
company any right or cause of action for damage to the Project, any property located therein, or for damage
to persons or property of others, which any Party now has or may subsequently acquire against another Party
during the tenn of this Agreement, and expressly waives all rights of recovery for such damage. This section
shall only apply (i) where such insurance as described herein allows the insured to enter into an agreement
waiving recovery rights, and (ii) to the extent insurance proceeds are recovered.
Section 9.8 Amendments and Modifications. This Restated CORE Agreement may be amended
or modified only by written instrument signed by each of the Parties hereto affected by such amendment or
modification. Any such amendment or modification shall be made and executed in recordable fonn. A copy
of each such modification or amendment shall be provided to each Party hereto, even if a Party is not a
signatory to such modification or amendment.
IN WIlNESS WHEREOF, the parties hereto have caused these presents to be executed under seal
effective the date and year first above written.
Signed, sealed and delivered in the
presence of:
Au
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Attest:
1t~d~
/NO"'fiItJrJ'rJ.ih.;,,9--.;;;.., _...
My Commission Explres C*. ~ 2001
(Notarial Seal)
(Seal)
Augusta Riverfront Limited Partnership,
a Georgia limited partnership
By:
Notary Public
(Notarial Seal)
IT COI<<MlSSlOft 0JlIR{S rm. 19. ZOO 1
(Seal)
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Signed, sealed and delivered in the
presence of:
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Notary Public '
(Notarial Seal)
tIT cOfIJIISSIO" OJ'IRES Mm. 19. ZOO 1
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By:
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Its Secretary
(Seal)
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CONSENT
First Union National Bank, successor to First Union National Bank of Georgia, as (i) grantee under
that Deed to Secure Debt and Assignment of Rent from the Authority dated July 16, 1990, and recorded in
the Clerk's Office at Realty Reel 339, Page 957; (ii) assignee under that Conditional Assignment of Lease
from the Authority dated July 16, 1990, and recorded in the Clerk's Office at Realty Reel 339, Page 1056;
and (iii) secured party under that Security Agreement from the Authority dated July 16, 1990, hereby
consents to the transactions described in this Restated CORE Agreement
Executed under seal this _ day of June, 1999.
Signed, sealed and delivered in the
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(Seal)
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CONSENT
S01,lthTrust Bank, N.A. (flkla SouthTrust Bank of Georgia, N.A.), as grantee under that Security
Deed, Security Agreement and Assignment of Rent from the Developer dated September 26, 1996, and
recorded in the Clerk's Office at Realty Reel 535, Page 1757, hereby consents to the transactions described
in this Restated CORE Agreement and specifically releases Parcel "N-2" from the lien created by the above
reference instrument SouthTrust Bank, N.A. acknowledges that its lien created by the above referenced
instrument shall not be expanded to cover any property not already encumbered by the above referenced
instrument.
Executed under seal this ~ day of June, 1999.
Signed, sealed and delivered in the
presence of:
/7/, .J ~,/v(
t C(,/'u (/ jJ /1'--L c, cAVCa-......
Un"official Witness
-flJrOQ 0,12 !{~
Notary Publ~c Notary Public, Richmond County, G~'7'--':3
My Commission Expires April 26, 2003
(Notarial Seal)
sou~
By:
. sits '. '
(Seal)
A:\Amco6cd and I\.esl&lcd CORE Asr- t9. wpd
23
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U.S. OEP AA'T\lelT OF HOUSING ANO ~ DEVElOPMENT
WASWINGTON. O.c.. 2Ot1o.?OOO
OWCEo&~&$SISTNjf8<<llCTNI'/''OA
c:o-uorT'f 1'\NNG1oIC~
"
Mr. Charlie R. Olivcf, PE CPA
Administrator
Room 30 I . Municipal Building
530 Greene Street
Augusta, GA 309\ 1
JA.NII~
Dear Mr. Oliver:
Subject: UDAG No. B-&7-AA-IJ.009S
Rivcrl'ront Augusta.
S7,SOO,ooO
This Idler is to infonn you tlm your recent request to amend the repayment and ~use of
UDAG funds is acceptable to the Detlanment of Housini tnd Urban Developme1'lt
We understand that the developer of Riverfront Augusta plans tn expa.n.sion of the
~isting CQllvention center in ta:ldem with the proposed IUdisson Hotel, Also ~jecent to the
convention center.
,I
To conclude., HUn concurs with your request to accepl SJ.15 million t.S rep~yment of
the full UDAG loatl from th" Riverfront Augusta developer.
If you have any q\lest.lonl, plea3C: call (202)708.2290. We remain eager to woek in
putneclUp with you to furtha' ~onomic revitalizatioo.
V m' sincerely yours.
fJJ1~11_~ ~i~
Nelson Bregon
Director
Office of Economic Deve!OI7IDcnl aod
Empowerment Service
Exhibit "A"
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Exhibit "B" .
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EXHIBIT "B"
Investment Policy & Guidelines
3 pages
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. JU1. 6.199B 4:06PM or~tCE OF 1REASURY .' E J h~ b~1 "P.>-
. Office of Treasury and Fiscal-.:rvices
I{!,jUU"
NO. 1677 P. 219
P8Be lof3
Office afTreasury and Fisc
Services
Investment Policy &
Guidelines .
July 29,1994 (Revised./un
..
POUcY
It is tN. polky oIthe Skrte ~jtoly BooN that tM dfrKt()l' olth8 ~ ofTrtIJSIU"y and FrIcal
Services ("OTFSj tnwm oJJjuN!z prvdmtlJ;, COMf.t1ut7tg fim the pr0b4bl~ saftry cf capttal and (MIl
probable ~omt, wllJk /PlUMe dt:zily cashjiow reqrUremttnts ~ ~onnfnt (0 all <ltIIJ12 ~
th8 iIlveJtment 0/ public fi<nds. Vti.s poIio/ (JrptJ Ik fcllowlng pideJUws shdI penai1l tJJ the Irrve.!bftDtt of
1((Jle.fum:b tmd QtJv, prdJ~ju17d.s ~iJiIfg tJre LoccI Govtmlfftlfl /rrve.sf1Mn1 Poal.
OBJECl'lVM
The cbJectivu in lIlettlaging all brvutmcnt Qt;tivilie.r shalJ be:
J. Saftr/ of capf!aI. /1tWSt1Mnt! shall b4 managed in a 1ff(WJU lMt suh ta ~ pre.ruvatfOh
olprirdp;rl tn eacJr. pOltfoliD of~.
2. lrrvutJMnr in:otne. Uda pwifalio shoU be ~ with the rXJl~ fJj' ohta!nD1g a market
~ of~n laIdrrg into conrfderaticn C4JIljJCTW ~ents lor each ~ panfOllo.
3. L!qllidity. ~ portfolio shall MMilI ~iDz/l)l Iiqldd to enabk the fiuIlifng "I aD caih
1tUdz 1'SaS0I".ab1y t>>rJicipa/ed rive1J the. pra/iJ4 01 each r~ portfolio.
4. D~ To r~e overall portfolio risles wltfle 1flIli1ltatrlin mari:s!t I'01Q ofrdllns,
~ In 44th pr:Jrl/o1io ,hal[ be divenifteJ. to e1imbJate riJk rQlou /rom a1l OWr
CDncUIValkm J:n a JPec1fi~ mat:D1ly. lDtaf,- (rndudtng r~ ~ rkalus), and
8eCSJrity or clem 0{ S~(/a.
Tht: direcrar shall tJlablisJr limits fly car;h frrvestlr.ent portfolio (0 cmure tlJaJ prvcknJ di9cm.flcm1on artd
atJiJt;uat.e liqJl idity u maiI'ltaiMd.
,
TERM OF lNJ.'E.STMENTs
To rhe e%IcnJ N!CeSSar)I, thl di~or shcuId alt4nrpt to match im>estmmtJ .-jth apecM ca:h
~iTemenl1. HO'Itff!Pet, ~ 01 tkpaJiJ 1M)' not ~ a tenn ~Jm ~ and 0lMr
tmM.JlInetl~ IhaiJ have d/lTat/olP e:t lhe time 01 pl/l'Cht11e limlkd to five yeqrs.
..fUTHOlllZED 1NVI!SJ:MENrs
The d1r6Ct~ Il amhorize.d to ~(.fimds in the ~l panfolios in such suurlJks permirred In the Coda
refamtXS Inlow; ,
Stale ~I F~[ Governmort lr:ve.rlmaIJ 1'001-
7/6/98
4:01:47 PM
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.)UUl.J,urUI> l.
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JUL. a 1998 4:06PM 0~"tCE OF TREASURY
Office of'l'reasury aM F1SC8.. _'~
brve.rtmmtr avtftortwJ In O.c.G..A. JJ$6-834; 50-17~; 50-17-S9; 50-17-2,
I ,
7/6198
RO. 1677 P. 3/9
Page 2 of3
Sial, RUt Manapenr FIU$d Qf)(j $/au Hwltlt IMJrancl FUNf-
l~ ~ In O.CG~ i1S0-17-2; so.17-59; So.I7-63; 33-11-6: '$-11-7,' JJ-II-9,'
33-11-//: J3-1J~J4.I: 33-1/./S; 33-11-16: JM /.17: IN 1-18: JJ-ll-l9: 3;-11-20..
CJEDlT aUAL/TY
':'
F-
1M tIwcror will ploc, 81Kpha.tu M '~Uies ofhirJ; credlt qw/iIJ llIId genemJ /fC(J1'ketabUtry. 71te
lollowl1sg crsdit CMstrairc tmd limiiatiom shall 'WI'; to all ilrv&lIfwIl J'CIrlIoli()J ~ by GTFS:
./{g~~('7/EPO'~.h"lV~'~aN~~
~ ~ k t1'rmt~Mt1l mnhortzsd detJJen and banJ:J MrirIg Q minilml1rl olf7J
million ;" cap/M/, tl1it/llMtlmfllJ/ aponu~ pc lMtfnttI.on ~ by 1M d'ltf1CIar and
adjltSkrl CZ! ~ ~ ro the fiNmcial crm/lJi""lt CJ[ li/f;h wrtnaJclU and eN ,(u cf tht OTFS
~ porifoft04. ~ ..' ~ MILa bt colW!era11ud. 6y U.s. gavurrmeJ1r
ohligaJiom ar J<<flritjcs guaJ'aNe6i byag=1LJ oftltc U.s. goYeI1f1tIt.JII htM~ a marh:tva/lIe of
at /eQJt 10m 01 the ~ Colk:tera/lttrtSt b~ held by Q rJrirrl parry C1lStodimt cpprcrtetJ by
rh6 rJinsclM and tr.aTl:oJ to lMrtet dtJlly. Ercepdrms Ie tM P'fqIlfrf:1MfIlS fer tIUrrI pgrty ~
crf cclltJ.tgrcd.1MY be ~ by ~ rJiNctor lOt' tIi:aler 64nfJ if~wry Ofl occaslOll. All
ert:eptioru JhalJ hll rtpert", by tftg dir~or w the S/Dt4 Depository BtXJTd. A111't:Ve1~
~ agreemws slta!l he apprtTI1fd In czdvata by rlr8 dlractor.
· ~lifH;utes of/Jqmit ("CD's'. 71re l1ltZr/:mum t~11t oj CD '& tha1J rwt ~fi'.'e)letln. OTFS
shall Mt pl=fimt/s iIJ CD 'I at arty ckpasltory if ~h p~ qffimrU will resuI, tit kJJa1 Slate
t:!epm/~ aI N::h rkpasttory En era.s.r crfl()()"A of fotal equity c:apftal. ~ hoWWU; dial the
directat' may authOr~ plactlM:1rf Q//tDtds in CD's a1 Q tkpmlLcry if ~h ~ uffimds wUl
refJdt in tOl4l Slate t!epost1J If<< ro ~ 2j~ r:;f total CIfIli(y Cltpflal tHr an l1f rtaMd basis to
allow for .flVJ:tuotfons in de1naIld di:;;c,(f b~. A.IJ CD " mvst be s<<UTed b)I colJaJeral
fJ'lT11tltu.d by SfatlJltL 5I/Tety bol'ld1 ~k l2r security 10' CD ~ J1fal1 ~ appr~ by rJre
State /Jr:polttQry Board ViM ruch /;Ted/I CQMtrairrts or IJJrllI41/om it t:ktenrsines. p~
secvrit1u thai/be J..dd by Q tItlrd parr; oaltJdJm.s appruved by 0TFs. P/ed:ed lecurllta UiaIJ ~
~~at /easz 1IWnJJ:/y~th ~u ~ '" f1rftia/Iy pledge 10 Om. and
tk:r~ m:;z[ntaiJllIp01'I rw/ifica1fon of c.rry shortfall, co/J(#Ca/ htNlIfg (J PfCrMt va/w ~a[ 10
I/()% otCD's.
· Co~ J'CPt.' ("Cp.,. CP tnued by tlcMertic ~1U Darry/ilK 1'Ctt1tgJ no lower than
P-l-by Mood)o~ 1rrvators Serri&.c &rnd A-I by Sumdard 4 Poor 's ~
· Prime banXos QCC~lancLr. BanJ:u1 accepto.nca must CClT7J' the highest ~ asngne.d CO
llICIJ invcstmtntr by a natiMally ret::tJK/fiz;ed rating agtncy.
· Obligations i.mwi by this 'rate or tis agetrcie.s or otkr poll/(az/ ruhdivi1iCn1 o/th18 state.. Such
~ if~ ltatrztwy imestment~, Mal bd lIppr<1WdIOl'irrvutJtreN by ~
riir<<ror ~ 1M rquJremUll chaz they are fl/Jrtgh eredJJ qualit}' and at'e tq>orl<<1lo ~ Stare
Deporitory Board. .
· SllC1t other limllatft;ru ao duennirred by the d1rec:t~ to be nea:ssary lor the p~ of
princfpaI. liqviJiJy. ~ Iffarl:4rabtJilJ' of any of tlte ponJolitJs.
COMPE'llIn'E BIDDING REQUIRED
4:01 :48 PM
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. lUL. 6.1998 4:07PM Ot"'CE OF TREASUiY
Office ofTreaswy and Fisca1-..d1V;{ces
NO. 1677 P. 4/9
Page 3 ofJ
Al1lmaltncnt ~ "" om r..~ kp<J 'J CD's, awJ~ tZJtd sa/u ojC/.s.
~ mtd ~(J~) thtJl1 be InlmadeJ ~COI1VJdIi/llf 6/d(mg wtth~PeadJ
dQJ8 0/ irrJufmlht tlettnaiMd h, ths diredv. ~OM Ma)I bt ~ h1 1M dind01' kzt 8uch shall be
rIpOI1<<t to 1M ~ ~iJr:r.I Bot:Jrd bfdudJng 1M C~IS Nqlliri1fg sucA aaion.
dUTIlORlZED INSTlTUTlONS
7M dir~ JhqfI lMtJIklin 43li.t1lng O/~ lMitliliofU aw~ ID ITa1f3qd btaWss vida DTFS..
E4dt tUpositoq !MlI 1m apJlf'Ol'fd by me St41e Dept2!ilmy Board. Th: dirtaor MqJ< qpp~ broJ.as CTId
dtaJo& (Jf~mt lb::U11ttu to tNtI1a!t /1'atJt.i Widr otFS WftIr ~ esrablir1reJ baHd Wlftnn ',t
capiJali=titDl. c:IJ:Sdio1I capahililiel, fl1Id otll6 cr1IvtQ. s,okgJ and J46Jerr Itavi1Ig ojftUd III tJU& state
sha1/ NX:Ciw prlor1tJ1l1t opptJrlJudtia to bid C>>J IT. 10 the aJtrnf tItat lJJCh lJmJtattam does Ml f'MJ1t in
rM.Lcull1m!tmmt ~t or tnnifJicimJ parlfo/io diven/flcattcn.
PERFORMANCE lfEASUREMENT
Tht: din:ctol'ShaJI be TeJpOIUlhlelor Nporriflg to tlrt! ~ Dtpostr~ Board .az:h bmst1/fent porffolia
~e. l1tal1vity Dr Jurati.(HI disTrihution, Marhd ~(/Jaa1101t, ~mt P'Tf~.
CON F1..1CTS OF l.NTERE.ST
~ dira:Jor man iIeIJelop prot:;edures to tl!nu~ mat all om 8mpl~ with ~ l'eJpofUibilitia
tV/rainfrom per:onal hliS~ or ~ activity that wcuJd I.1npafl' their ability 10 ~ tn.s
ilrw:stmeIfJ pcrl/oliQ$ in an impczrtiaJ and effictiw: tnarrnu.
(R~ J~ g, 1997)
\1( tlIll1after
"
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Rdakd Uftb
Q1llS Ho.e I'qe
11JiJ ~ \laI ~ hy.7&C: "'~
~Br. Lime. Noel
nJ:z'-rub~'t1ru.1rt1flllJ:l~I~Jm
7/6198
4:01:48 PM
t .. I t
EXHIBIT "e"
Disbursement Request, Architect's Certificate and Lien Waivers
6 pages
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TO:
SouthTrust Bank, N.A.
79 West Paces Ferry Road, NW
Atlanta, GA 30305
Attention:
DISBURSEMENT REQUEST
Pursuant to the Escrow Agreement dated June _, 1999 (the "Escrow Agreement"), by and
among SOUTHTRUST BANK, NA nONAL ASSOCIA nON ("Escrow Agent"); Augusta, Georgia
(the "City"); Augusta Riverfront Limited Partnership, a Georgia limited partnership (the
"Developer"); and The Downtown Development Authority of the City of Augusta, Georgia (the
"Authority"), the parties established the escrow.
WHEREAS, the Escrow Agreement sets forth the manner and procedure in which the
Escrowed Funds shall be administered;
WHEREAS, capitalized terms used herein, and not otherwise defmed herein, shall have the
meaning ascribed to such terms in the Escrow Agreement; and
WHEREAS, the Developer desires that this Disbursement Notice serve as explicit written
authorization and direction to Escrow Agent to make a distribution from the Escrowed Funds, as
provided in the Escrow Agreement.
Accordingly, Escrow Agent is hereby authorized and directed by Developer as follows:
1. Pursuant to the terms and provisions of the Escrow Agreement, Developer hereby
authorizes and directs Escrow Agent to distribute funds from the Escrowed Funds in
the amount of and_/lOO Dollars ($ ) [amount]
as further detailed and specified on Schedule A attached hereto.
2.
This written instruction shall be deemed a disbursement request given in accordance
with the terms and provisions of the Escrow Agreement, shall be deemed valid and
legally sufficient without any further investigation or act by Escrow Agent and
Escrow Agent hereby is authorized, directed, and entitled to rely solely on the
instructions provided herein in making the disbursement herein described without
any further inquiry or investigation.
3.
The Disbursement Notice is only valid if it is signed by Paul S. Simon, as President
A:II162 (Rivcrfront)lOisburnnent Noticdl2. wpd
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of the Developer.
This disbursement request is made this ~ day of
Augusta Riverfront Limited Partnership, a
Georgia limited partnership
By:
Copies to:
Augusta-Richmond County
City County Municipal Building
530 Greene Street
Augusta, Georgia 30901
Attn: City Administrator
Burnside, Wall, Daniel, Ellison & Revell
Post Office Box 2125
Augusta, Georgia 30903
Attn: City Attorney
A:~162 (Rivofrom)lDisbumnml NoIic<*2.wpd
PaulS. Simon
As its President
JUN-15-1999 16:30 FROM
NICHOLAS DICKINSON &ASSOC TO
9-100364132601
P.02
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UNCONDffiONAL WAIVER AND RELEASE
UPON FINAL PAYMENT
STATE OF GEORGIA )
)
COUNTY OF RICHM:OND )
The undersigned mechanic and/or materialman has been employed by
to furnish materials and/or labor for the construction of
improvements known as the Augusta Riverfront Conference Center Expansion which is located in
the City of Augusta , County of Richmond, and is owned by The Downtown Development Authority
of the City of Augusta, Georgia and is located on real estate more particularly described as Parcels
"P-S", "P-6", "P-7", "Special Use Area, 1999", and "Access Area #1" on a plat dated January 19,
1999, and last revised June 1, 1999, prepared by Cranston, Robertson & Whitehurst, P. C. for
Augusta Riverfront Limited Partnership and recorded in Plat Book ---.J Page _ in the office of the
Clerk of Superior Court of Richmond County, Georgia.
Upon the receipt of the sum of$ , the mechanic and/or materialman waives
and releases any and all liens or claims of liens or any right against labor and/or material bond it has
upon the foregoing described property.
Given under,hand and seal this _ day of
,199_.
(Seal)
(Witness)
- (Address)
NOTICE: THIS DOCUMENT WAIVES RIGHTS,UNCONDffiONALLY AND STATES'
THAT YOU HAVE BEEN PAID FOR GIVING UP THOSE RIGHTS. THIS DOCUMENT
IS ENFORCEABLE AGAINST YOU IF YOU SIGN IT, EVEN IF YOU HAVE NOT BEEN
PAID. IF YOU HAVE NOT YET BEEN PAID, USE A CONDffiONAL RELEASE FORM.
III.ynne\c\MyFileslll182 (Rlverlronll\waiYer upon final payment wpd
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INTERIM WAIVER AND RELEASE
UPON PAYMENT
STATE OF GEORGIA )
)
COUNTY OF RICHMOND )
The undersigned mechanic and/or materialman has been employed by
,to furnish materials and/or labor for the construction of
improvements known as the Augusta Riverfront Conference Center Expansion which is located in
the City of Augusta , County of Richmond, and is owned by The Downtown Development Authority
of the City of Augusta, Georgia and is located on real estate more particularly described as Parcels
"P_5" "P_6" "P-7" "Special Use Area, 1999" and "Access Area #1" on a plat dated January 19
, , " ,
1999, and last revised June 1, 1999, prepared by Cranston, Robertson & Whitehurst, p,c. for
Augusta Riverfront Limited Partnership and recorded in Plat Book --.J Page _ in the office of the
Clerk of Superior Court of Richmond County, Georgia.
Upon the receipt ofsum of$ , the mechanic and/or materialman waives
and releases any and all liens or claims of liens it has upon the foregoing described property through
the date of and excepting those rights and liens that the mechanic and/or
materialman might have in any retained amounts, on account of labor or materials, or both, furnished
by the undersigned to or on account of said contractor for said building or premises.
Given under hand and seal this _ day of
(Seal)
(Witness)
(Address)
\\Lynnc'<:IMyI'iks 162 (RiTufrtnt)\irt<rim ...m:r.wpd
/uno 17, 1999 (11:llIAM)
REH