HomeMy WebLinkAboutAmended and Restated Construction
Augusta Richmond GA
DOCUMENT NAME: Omended. ~ y-e.s-tat-eo LDns\\u~CY)
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DOCUMENT TYPE: eo..~-\-
YEAR: Of\
BOX NUMBER: Oe
FILE NUMBER: \~ ~3
NUMBER OF PAGES: 6/'7
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AMENDED AND REST A TED CONSTRUCTION, OPERATING
AND RECIPROCAL EASEMENT AGREEMENT
TI-llS AMENDED AND RESTATED CONSTRUCTION, OPERATING AND RECIPRQCAL
EASEMENT AGREEMENT (this "Restated CORE Agreement") is made this -.r2jday ofJune, 199fhy and
among Augusta, Georgia (formerly 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 terms used herein are defined in
Article I hereof.
RECITALS
Background
A. On August 15, 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 of Richmond 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-l" and "P-5" on the Plat.
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 Plat.
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 terms of the
Conference Center Lease, the City shall purchase the Conference Center at the expiration of the
lease term for $100.00. The lease term 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.
J. The Authority owns the Parking Improvements located on Parcel "P", "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 satisfie~,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.
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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 described 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-5", "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 currel)tly 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 #1" as part of the demised premises of the Conference Center Lease (and the Parking
Improvements Lease would be amended to delete Parcels "P-S", "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 appro~imately 140 room hotel is built on the east side of the Project at the sole cost and expense
of the Developer.
U. The parties desire that the New Hotel be built by the Developer on Parcels "Q", "P-4", and "N-l ".
V. 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".
W. 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.
1 (fh 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 10th '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.
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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
Section 1.1 Definitions. As used in this Restated CORE Agreement, the following terms shall
have the following meanings: '
"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.
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"CanoDV Area" shall refer to that land, which is owned by the City, designated as the "Canopy Area"
on the Plat.
"Q!.y" 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 Architect for the Developer, which plans were presented to and approved by
the City Administrator prior to the execution ofthis-Agreement.
"Conference Center Addition" shall refer to that addition to the Existing Conference Center on
Parcels "P-5", "P-6", "P-7", "Special Use Area, 1999", and "Access Area #1 "to be constructed in accordance
with this Restated CORE Agreement.
"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.refe:r 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 317, 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 Reer340, 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 ofthe UDAG Loan in accordance with the tenns of this Restated CORE Agreement
and the tenns of an escrow agreement to be entered into among the Escrow Agent and the parties hereto.
"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 tenns of this Restated CORE Agreement and an escrow agreement to be entered into
among the Escrow Agent and the parties hereto.
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"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".
"Expanded Conference Center" shall refer jointly to the Existing Conference Center and the
Conference Center Addition.
"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.
"Kitchen" shall refer to that portion of the Existing Hotel and the Existing Conference Center
currently used as a kitchen.
''New Hotel" shall mean that hotel containing approximately 140 rooms to be constructed by the
Developer on Parcels "Q", 'ip_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.
"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.
"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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"Parking Improvements Lease". shall refer to that Lease Agreement covering the Parking
Improvements located on Parcels "P", "N", "N-l" and "N-2" dated June 1, 1990, between the Authority as
lessor and the City as lessee, recorded in the Clerk's Office at Realty Re.eI339, 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 10th 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 final 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 oftime 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,
amortizat.ion 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.
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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 performance.
ARTICLE IT
CONVEYANCES AND EASEMENTS
Section 2.1 Convevance 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.
Section 2.2 Conveyance of Parcel "N-2". In consideration for the conveyance of Parcel "P-4"
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 Confererice Center Addition over "Special Use Area, 1999" and "Access Area
#i".
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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.
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Section 2.5 CanoDv 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.
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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.
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
ofacc~ss 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 cohtinue 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 irhprovements are removed or destroyed at any time when it is
not required 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 beaccomplished 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 ordjnary maintenance and care such as painting and cleaning.
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
Imorovements 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.
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, ifthe 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
improyements so encroach an easement, for so long as such improvements (or any replacement thereof
constructed during the term of this Restated CORE Agreement) stand, permitting the construction and
maintenance of such improvements on such portion of such property.
Section 2. I 3 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 ofthe 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 Term. Unless specifically otherwise provided in this Restated CORE Agreement,
the easements provided in this Article shall be perpetual and shall not terminate 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.
ARTICLE ill
CONSTRUCTION OF THE CONFERENCE CENTER ADDITION
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
amount of$3,250,000.00 (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
financing 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 Aooroval of Plans and Soecifications. 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 ofthe 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.
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
fiv~ 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 Penormance of Cnnstruction. The Developer shall pennrm, or cause to be
penormed, its coostruction in accordance with the Plans and Specification, with due diligence and in a good
and workmanlike manner, using first class materials and in accordance with all applicable laws, ordinances,
rules and regulations of all goverumental agencies and anthorities h.vingjnrisdiction over snch construction.
Section 3.8 Liens. The Developer agrees that, in the event any mechanic's lien or other statutory
lien shall be filed during the term of this Restated CORE Agreement against all or any portion of the
Conference Center Addition, the Developer shall pay and discharge the same or bond off or otherwise cause
such lien to be discharged of record and shall indemnify and save harm less the other parties hereto and their
successor and assigns from all losses, damages, liability, expenses or claims whatsoever (including
reasonable attorney's fees and the costs of defending 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
builder's risk insurance on a non-reporting, completed value basis with extended coverage endorsement.
Such insurance may, at the option of the Developer, contain a loss deductible provis;pn of not more than
$100,000.00. .
Section 3. 10 \ O. Street Parkin.. Lot Renovation. The City shall add an additional toll booth and
renovate the driveways at the 10" Street entrai1ce 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 shall commence such renovations prior to commencement of construction of the Conference Center
Addition.
Section 3.\\ 9" Street Toll Booth. The Developer shall hear all costs associated with the
relocation or modification of the existing toll booth at the 9" Street entrance to the Parking Improvements.
ARTICLE IV
OPERATION ANn MAmTENANCE OF CONF'ERENCE CENTER
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Section 4.\ Operation bv Designeeafthe Developer. So long as either the Existing Hotel or
New Hotel is operated as a hotel and prior to the expiration of the Term, the Expanded Conference Center
shall be operated and managed by the Developer directly or through a management company. Such operator
of the Expanded Conference Center shall be referred to herein as the "Conference Center Operator". It is
contemplated that the Conference Center Operator may be the same entity that acts as the Hotel Operator.
The Conference Center Operator shall have sole discretion and control in the establishment of reasonable
rules and regulations for the Expanded conference Center, the establishment of reasonable fees and charges
for use of the Expanded Conference Center facilities and for food and beverages and ancillary services, the
employment and supervision ofall personnel, accounting for the receipt and disbursement of funds, and all
other activities relating to the operation ofthe Expanded Conference Center. The fees charged for leasing
ballroom, meeting rooms and providing other faci I ities and services at the Expanded Conference Center shall
be reasonable and in conformity with those being charged by other comparable conference centers of a
sim ilar size and usage as may be determ ined in the discretion of the 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 first-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 Conference 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.
Section 4.2 Kitchen. The Developer and the City have agreed that as a part of its management
ot-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
pro~ided 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 1 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 ofthe Expanded Conference Center during the
pI:eceding 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 fixtures, 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 fixtures 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, fixtures 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 desirabl~ for the efficient operation of a first-class conference center (including, without limitations, china,
glassware and silverware, tables and chairs, linen, unifonns, podiums and staging platfonns, artwork and
decorative accessories). In addition, Developer shall be responsible for all appropriate day-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) fire 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 Pricelndex 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'thefire and extended
coverage insurance covering the Expanded Conferel1ce 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 hannless
Developer against any claim against Developer on account of same.
ARTICLE V
CONSTRUCTION OF NEW HOTEL AND OPERATION OF HOTELS
Section 5.1 Description of Hotel Improvements. Developer shall construct, as its sole cost and
expense, on Parcels "Q", "P-4" and "N-1" a first-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 o~h~r facilities appropriate for a first-class hotel, together with
all furnishings, fixtures and equipment necessary for the operation of such improvements as a first-class
hotel. -Such improvements shall be constructed in confonnity with the Concept Plans and be built to the same
standards of quality and workmanshipa_s 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 first-class limited service hotel. During the Tenn hereof, no
operation-or use shall be made, conducted or p~nnitted 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,
?rdinances, rule and regulations in the operation of hotels.
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ARTICLE" VI
OPERATION 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. ~e City hereby agrees that during the Term 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 uniform, non-
dIscriminatory rules and regulations as may beadopted 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 permittees 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 renfschedule 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 ofthe Developer and the Conference Center Operator shall be
$2.50 per day (24 hours period comm~ncing 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 tpe case may be) to the general public.
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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 thatno 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 ofDeveIoper 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
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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 term 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 shall be in accordance with ~he provisions of this
Section.
Section 6.5 Maintenance of Parking Improvements. The City shall maintain the Parking
Improvements in good, clean and sightly condition and repair, in such manner as will 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-Iamp as necessary. The City shall 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 OPERA nON
Section 7.1 Compliance 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
shall keep in full force and effect at all times all governmental permits and licenses required for the use and
operation of such improvements.
Section 7.2 HV AC Operations. Insofar as certain of the Improvements of the Parties shall be
internally connected through common corridors and passageways, Developer, in operating the air
conditioning and heating system for the Hotels and the Expanded Conference Center, shall 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 all 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 theHotels and Expanded Gonference 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.
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ARTICLE VITI
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 available 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 ofthe 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
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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 ofthe 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 ofthe 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 (1) year or (ii) fifty (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 (1) year each for so long as
the Hotels shall continue to be operated as hotels unless any party hereto shall elect in writing to termil)ate
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 Term 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
_ Jransfer 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 finance 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 ofthe 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 s~all 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
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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
In the case ofthe Developer to:
Augusta Riverfront Limited Partnership
One 10th Street, Riverfront Center, Suite 340
Augusta, Georgia 30901
Attn: Mr. Paul S. Simon
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:
Burnside, Wall, Daniel, Ellison & Revell
. Post Office Box 2125
Augusta, Georgia 30903
Attn: City Attorney
With a copy to:
Hull, Towill, Norman, Barrett & Salley, P.C.
. Post Office Box 1564
Augusta, Georgia 309]3
Attn: Managing Partner
With a copy to:
Warlick, Tritt & Stebbins
] 5th Floor First Union Bank Bldg.
699 Broad Street
I 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 term 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 form. 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 WITNESS 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:
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Augusta Riverfront Limited Partnership,
a Georgia limited partnership
(Notarial Seal)
(Seal)
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C:\MyFiles\#162 (Riverfronl)lAmended and Restated CORE Agreement #8.wpd
20
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Signed, sealed and delivered in the
presertce pf: . ~
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Notary Public
(Notarial Seal)
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C:\MyFiles\#162 (Riverfront)lAmended and Restated CORE Agreement #8.wpd
The Downtown Development Authority
of the City of sta, Georgia
By: tJIj. ~ ,
Its Chairman - \
~1~~73'd
Its Secretary
(Seal)
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2l
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JUL-07-1999 09:21
"-
CONSENT
P.03/04
First Union National Bank, successor to. First Union National Bank of Georgia. as (i) grantee under
that Deed to Secure Debt and Assigmnent of Rent from the Authority dated July 16, 1990, md recorded in
the elertc's Office at Realty Reel 339, Page 957; (ii) assignee under IbaI CoodiUoaal Assignment of Lease
from the Authority dated July 16,1990, and recorded in the Clerk's Office aI Realty Ree1339, Page 1056;
and (iii) secured party UDder that Security Agreement from the Authority dated July 16, 1990, hereby
consents to the transactions described in this Restated CORE Agreement.
Eltccutcd under seal this _ day of 1une. 1999..
First Union National Bank. su!:ceSS f 9
First un'1Jtonal Bank of .~ .
By: ( !~ .~~.
AJiLS~ Vc,~
(Seal)
Signed. sealed and delivered in the
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Unofficial Imess
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22
UJ4
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
presence of:
First Union National Bank, successor to
First Union National Bank of Georgia
By:
Unofficial Witness
As its
(Seal)
Notary Public
(Notarial Seal)
A:\Amended and Restated CORE Agreement #9.wpd
22
REH
JUL-07-1999 09:21
P.04/04
CONSENT
SOl,1thTrust Bank, N.A. (f/kIa SouthTrust Bank of Georgia, N.A.), as grantee under that Security
Deed, Sccurity Agreement and Assignment of Rent ftom the Developer dated September 26, 1996, and
recorded in the elcrit's Office at ~ty Reel 535, Page 1757. hereby ccmsents to the traDsactions described
in this Restated CORE Agreement and spe<:ific:ally releases Pan:el "N-2" from the lien created by the above
reference insb'umenL 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, seale4 and delivered in the
presence of:
/7(c"&~~~ t5. a?c-a-...
Unofficial Witness
-iJJtOf20415~
Notary Publ~ Nolill'Y PI/blie. Richmond County, C.......',
My Commission Expires April 26. 2COJ
(NlJtarial Seal)
South Trust Bank. N.A.
BY:~
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(Seal)
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23
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TOTAL P.04
CONSENT
SouthTrust Bank, N.A. (f/k/a 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:
SouthTrust Bank, N.A.
By:
As its
Unofficial Witness
(Seal)
Notary Public
(Notarial Seal)
A:\Amended and R....ted CORE Agreement #9. wpd
23
REH
"''''''l,cy;
"'...yu", Ld "-L~rll"UflU "'ur"-LfI-L~ U'i:1 L-Lvrl j
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01/11/'39 18:06
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U.S. DEP ARnotENT OF HOUSING ANO URBAN OEVELOPMENT
WASHINGTON. O.C. ~1o. 7000
~a (J$ ~ ASSlSTAHT SftIWTAA'fRjA
~ITYP\NHICl.ue~
Mr. Charlie R, Oliver, PE CPA
Administrator
Room 30 I . Municipal Building
530 Greene Street
Augusta, GA 30911
JANII~
Oear Mr. Oliver:
Subject: UDAG No. B-87-AA~ IJ.0095
Riverfront Augusta
$7,SOO,OOO
Thil letter is to inform you that your recent request to amend the repayment ana reuse of
UDAG funds is acceptable to the Depanment of Housina and Urban Development.
We unders1and that the developer of Riverfront Augusta plans an expansion of the
existing cOllVcntion center in tandem with the proposed Radisson Hotel, also adjact:nt to the
convention center.
,I
To conclude, HUD concurs with your request to a~ep( $3.15 million as repayment of
the full UDAG loan from th~ Riverfront Augusta developer.
If you have any questions, please ~al1 (202)708-2290. W. remoUn eager to wock in
partnership with you to further economi~ revitalization.
V cry. sincerely yours,
vJJ~~'11-'~
I
~,~
Nelson Bregon
Director
Office of Economic Developmenl and
Empowcnnent Service
Exhibit "A"
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