HomeMy WebLinkAboutAUGUSTA RIVERFRONT LIMITED PARTNERSHIP
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RESOLUTION
RESOLUTION AUTHORIZING CITY COUNCIL OF AUGUSTA TO ENTER INTO
CERTAIN AGREEMENTS WITH REGARD TO THE DEVELOPMENT BY AUGUSTA
RIVERFRONT LIMITED PARTNERSHIP OF A HOTEL AND OFFICE BUILDING
COMPLEX IN THE AREA BOUNDED GENERALLY BY REYNOLDS STREET, NINTH
STREET, ELEVENTH STREET AND THE LEVEE AND TO ACQUIRE AND GRANT
CERTAIN EASEMENTS IN CONNECTION THEREWITH, AND TO ENTER INTO
CERTAIN AGREEMENTS WITH REGARD TO THE CONSTRUCTION, OPERATION AND
MAINTENANCE BY CITY COUNCIL OF AUGUSTA OF A CONVENTION CENTER AND
PARKING FACILITY TO BE LOCATED IN SAID AREA AND TO ENTER INTO
CERTAIN AGREEMENTS WITH REGARD TO THE ACQUISITION AND EXCHANGE BY
CITY COUNCIL OF AUGUSTA OF CERTAIN REAL PROPERTY AND ABANDONMENT
OF CERTAIN STREETS AND ALLEYS IN CONNECTION THEREWITH AND TO ENTER
INTO A LEASE OF APPROXIMATELY 8,000 SQUARE FEET OF SPACE IN SAID
OFFICE BUILDING.
WHEREAS, on September 14, 1987, the City adopted a
resolution setting forth its intent to participate in the
development by Bankers First Community Development Corporation and
the Webb Group of the Augusta Riverfront Center by undertaking the
construction of a conference center at a cost not to exceed
$3,900,000.00, a public parking deck at a cost not to exceed
$3,816,000.00, an extension of the Riverwalk at a cost not to
exceed $890,000.00 and certain infrastructure improvements on land
to be dedicated to public use at a cost not to exceed
$1,300,000.00; and
WHEREAS, the development of said project with certain
revisions and modifications thereto, which project includes the
construction of a hotel and office building to be financed in part
by a Urban Development Action Grant (UDAG) granted to City by the
united States Department of Housing and Urban Development and in
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part by private funding, has been undertaken by the Augusta
Riverfront Limited Partnership, Inc.; and
WHEREAS, the development of this hotel and off ice complex
will serve as the cornerstone of a truly major revitalization of
downtown Augusta; and
WHEREAS, in order to facilitate said project it is
necessary and desirable that City Council of Augusta agree to
construct and equip said conference center at a cost not to exceed
the sum of $3,900,000.00 and to construct and equip said public
parking deck and certain on-site parking facilities at a cost not
to exceed $3,816,000.00 and to construct said infrastructure
improvements which will be located on property dedicated to public
use at a cost not to exceed the sum of $1,300,000.00 and agree to
the operation and maintenance of the same and to grant and receive
certain reciprocal easements all as more particularly set forth in
the Construction, Operation and Reciprocal Easement Agreement
attached hereto as "Exhibit A"; and
WHEREAS, pursuant to said UDAG it is necessary and
desirable that the City enter into an agreement wi th Augusta
Riverfront Limited Partnership substantially in such form and
containing substantially the terms and conditions set forth in the
UDAG City/Developer Agreement attached hereto as "Exhibit B"; and
WHEREAS, in order to facilitate the construction of said
parking facilities and convention center it is necessary and
desirable for City to enter into a Construction Management
Agreement with Bailey & Associates containing substantially the
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terms and provisions set forth in the Construction Management
Agreement attached hereto as "Exhibit C".
WHEREAS, it is also necessary and desireable that the
ci ty agree to acquire the property upon which said convention
center and parking facilities are to be located under substantially
the same terms and conditions set forth in proposed Exchange
Agreement to be entered into between City and Bankers First
Corporation a copy of which is attached hereto as "Exhibit D"; and
WHEREAS, said Exchange Agreement calls for the City to
abandon that portion of Macartan Street lying North of Reynolds
Street containing 0.18 acre and Tatnall Alley between Tatnall
Street and the Levee containing 0.06 acre which are shown and
designated as Parcel F and Parcel G, respectively, on that plat
dated May 10, 1989, prepared for Augusta Riverfront Limited
Partnership by Cranston, Robertson & Whitehurst, which said parcels
will not serve any useful public purpose after commencement of
construction of said project; and
WHEREAS, the city desires to enter into a lease agreement
whereby the City would agree to lease 8,000 square feet of office
space in said office building for a period of 10 years after
completion of construction at an annual base rent not to exceed
$16.40 per square foot with annual adjustments based upon the
Consumer Price Index.
NOW THEREFORE BE IT RESOLVED that the Mayor and Clerk of
Council are authorized to execute and deliver on behalf of City
Council of Augusta documents in substantially such form as those
attached hereto as Exhibit A, B, C, and D and to undertake and
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carry out any and all duties, obligations and responsibilities
imposed upon City pursuant to said documents and to take such other
actions and enter into such other agreements and execute and
deliver such other documents on behalf of City as the Mayor may
deem reasonably necessary or desireable in order to effect the
foregoing.
BE IT FURTHER RESOLVED that at such time as construction
of said hotel and office building commences, said portions of
Marcartan Street and Tatnall Alley shall have no further public
use or purpose and City Council of Augusta shall abandon the same
by appropriate resolution.
BE IT FURTHER RESOLVED that the Mayor and Clerk of
Council are authorized to enter into on behalf of the City a lease
agreement under which the City agrees to lease 8,000 square feet
of office space in said office building for a period of ten years
after completion of construction at an annual base rental rate not
to exceed $16.40 per square foot with annual adjustments during the
lease term based upon the Consumer Price Index and upon such other
terms and conditions as the Mayor may deem acceptable to the City.
DONE IN OPEN COUNCIL UNDER THE COMMON SEAL THEREOF, THIS
f~
day of
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f
, 1989.
ATTEST:
~~tD.~
CLERK OF COUNCIL
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CON'STRUC'~ION, OPERA TING A.~D RECIPROCAL ['J:'.:..<;'''(.
EASEMENT AGREEI'1EN'f Lr ::~ j'T,: ~~:. ~7..}:'c[.~.
TH1S COt\STRUCTIOL~, OPERATING AND RECIPROCAL EASJ::MEN'f Ac.;KJ::t:Mt.;N'r
("Agreement"), executed on this the day of
1989, by and between the CITf~~GUSTA. G~ORGIA
AUGUSTA RIVERFRONT LIMITED PARTNERSHIP, A
(the ItC1cy"), and
Georg 1a
Limited
Partnership (the t1Developerlt).
WIT N E SSE T H:
WHERE-AS, the City is the owner of the levee. and adjacenc land
lying along the banks of the Savannah River in downtown Augusca,
Georgia, a. portion of which (the "Project Riverwalk Property") is
described on Exhibi~ itA" attached hereto, incorporated herein t and
made a parr: hereof by reference, and has developed on por~ions
thereof certain sidewalk, landscaping and other improvements knovm
as llRiverwalk11. and
,
WH~K~AS, the City is the owner of certain air rights (the '~ir
Rig hts") above real property Ollffied by the. Authori cy, which a.i r
rights are more particularly described on Exhibil: "alf attached
hereto, incorporated hereint and made e part hereof by reference; and
WHt:REAS, the City has acquired certain property.. (che "Parking
Deck Tract") located in downtown Augusta, Georgia) which propen:y is
more
particularly
described
in
Exhib i c
I'C"
aceached
i1ere co t
incorpOrated herein and made a part hereof by reference; and
_~GL(;'\)EF: R DR',)IS, F'.A.
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404 251 7152 Jun 06.89 14:10 P.03
WHEREAS, Developer has acquired title to an approximately
acre parcel, (the "Hotel Tract") which parcel is more particularly
described in Exhibit "D" attached hereto, incorporated herein and
made a part hereof by reference; and
WHEREAS, Developer has acquired title to certain property (the
"Park:tng Tract"), which property is more particularly described on
Exhibit "1::" attached hereto, :tncorporated herein and made a part
hereof by reference, which Parking Tract is to be leased to the City
or its assignee, Downtown Development Authority of the City of
Augusta, as set forth in Section 9.1 hereof; and
WHEREAS, Developer has acquired title to an approximately
acre parcel (the "0:t:t:tce Tract") which parcel is more particularly
described on Exhibit "F" attached hereto, incorporated herein and
made a part hereof by reference; and
WHEREAS, The Air Rights, the Hotel Tract, the Office Tract, the
Parking Tract, and the Parking Deck Tract (the Parking Tract and the
Park:Lng Deck Tract co llecti vely the "Authority Tract") together are
hereinafter referred to as the "Project Site"; and
WHEREA~, the City has applied .tor and received a $7,5oZ,454.00
Urban Action Development Grant (the ItUDAG Grant") under Section 119
of the Housing and Community Development Act ot 1974 for the purpose
of funding a portion of the cost of financing the development of the
hotel, ot!ice building and remaining components Of a mixed use
project (the. "Project") on the Project Site, the Project also to
include a conference center and parking !acilitj_es; and
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WHEREAS,
the parties
desire
to enter
into
i
this 'Agree.ment
to
coordinate the joint development and operation of said Project in H
manner which complies with the requiremencs, terms, and conditions
of the UDAG Grant.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements a.nd covenants contained herein, and for other good and
valuable cons1deracion, the receipt of which is hereby acknowledged,
the City, the Authority and the Developer, intending co be legally
bound, agree as follows:
ARTICLE 1. DEFINITIONS AND EXHIBITS.
Section 1.1. Certain Defined Terms. As used in this Agreement,
the following terms shall have the following meanings:
"Authority" shall refer to the Downtown Development Authority of
the City of Augusta, Georgia, and its successors and assigns in
ownership and rights to possession of the Authority Tract.
"Governmental Proj ect" shall re fer to tbe Conference Center and
the Parking Improvements, collectively.
ltAuthori ty Tract II shall re fer to the Parking Tract and the
Parking Deck Tract, collectively'.
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'ICity" shall refer to the CitYAof Augusta, Georgia.
"Ci:.l_~~1cillary Improvements" shall refer to the improvements
described in Section 5.1 he.reof.
I'Conference Center'l shall refer to the improvements described in
Section 4. 1 (a) hereof to be cons eructed byehe Cicy in the Air
Rights.
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I1Consumer ! Price
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In dex" s ha 11 re fer to the Consumer Price Index
for all Urban Gonsumers(l967 - 100) all Cities published by the
Bureau of Labor Statistics of the United States Department of Labor,
or, if such index is no longer published, the index IDOse nearly
comparable thereto.
lIl)eveloper II
shall
refer
to
Augus ca
Riverfront
Limited
Partnership, a Georgia limited partnership, and its successors and
assigns in o'Wnership of the H.ote.l Tract, the Parking Tracc and the
Office Tract.
Improvemel1tsll
shall
re fer
to
the
"Governmenc:.al Project
Conference Center and the Parking Improvements, collectively.
'IHotel" shall refer to the hotel facility to be construct.ed and
operated upon the Hotel Tract by Developer pursuant to the terms of
this Agreement.
"Hotel Imorovementsl1 shall refer to the improvements described
,
in Section 2.1 hereof to be constructed by Developer on the Hotel
Tract.
"Hocel Trace" shall refer co the certain parcel of land
containing approximately
described in Exhibit IID11 hereto.
acres and being more p~rcicularly
"Initial Term" shall refer to the period commencing the date.
,
hereof and expiring on December 31, 2025.
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"Kitchen" shall refer to that area denominated as such on
Preliminary Design Plans prepared by Smallwood, Reynolds, Stewarc,
Stewart & Associates and all facilities and fixtures located therein
as said area may be modified by the final "as -buil t" plans prepared
for said area after same has been constructed; said area shall
inc 1 ude the right of ing re s sand egres s to suell area [rom the
Conference Ce.nter and the Hotel, to and from the loading dOCK and
the food service facilities, and co and from che loading dock and a
public roadway.
Said rights of ingress and egress may be located
and relocated by the Developer from time to time, bur. shall noc be
located in any manner which shall unreasonably impair the operation
of the Conference Cenr.er, the Hotel or the Parking Improvements.
"Master Development Plan" shall refer to that certain site plan
for the Project prepared by Smallwood, Keynolds, Stewart, Scewarc &
As soc iates dated
19
l;l cU}JY of 'Which has
been initialed by each of che parties hereto, and copies of which
are to be maintained by each of the parties hereto at their
principal offices.
"Mortgage" shall refer to a deed to secure debt, mortgage or
other security instrument encumbering any Tract or any portion
chereo f.
"Mortgagee" shall refer to the holder of any Mortga.ge.
"Office lmprovernen ts" sha 11 re fe r co che improvemen cs deseribe.d
in Section 3.1 hereof to be conscructed by Developer on che Office
Tract.
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GLQVER & DRVIS, P.R.
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404 251 7152 Jun 06.89 14:11 P.04
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"Offtce Tract" shall refer to that certain parcel 01 land
containing approximately ____ acres and being more particularly
described in Exhibit "F" hereto.
"Parking Deck" shall refer to the two-level pa.rking deck
described in Section 4.1 (b) to be constructed by the Authority on
the Parking Deck Tract.
"Parking Deck Tract" shall refer to that certain parcel of land
owned by the City and containing approximately acres a.nd being
more particularly described in Exhibit "C" hereto.
"Parking Improvements II shall refer to the Parking Deck and the
surface parking lot improvements described in Section 4.1 (b) to be
constructed by the Authority on the Authority Tract.
"Parking Tract" shall refer to that certain property owned by
the Developer and leased to the City or its assignee, the Authority,
which property contains approximately _ acres and is more
particularly described in Exhibit "E" hereto.
"Party" shall refer to the City or the Developer. Collectively,
the "Parties".
"Prelimtnary Conference Center Design Plans" shall refer to
those plans and specifications for the construction ot the
Conference Center more particularly identitied in Exhibit "G"
attached hereto.
"Preliminary Design Plans" shall refer to . the Preli.minary
Conference Center Design Plans, the Preliminary Hotel Design Plans t
the Preliminary Office Design Plans, and the Pre.liminary Parking
Design Plans, collectively.
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"Pr!~?:minary Hotel Des~n Plans" shall refer to those certain
?lans
and
specifications
for
construction
of
che
Parking
Improvements more particularly described in E.xhibit I'H" attached
:1e reto.
"prel iminary Office Des ign Plans" shall re fer to those cert a in
plans and specifications for construction of the Office Improvements,
more part: icularly described in Exhibit "I" a ttacbed hereto.
"Preliminary Parking Design Plans" shall refer co those certain
plans
and
specifications
for
construction
o[
the
Parking
Improvements more particularly described in Exhibit "Jrl atcached
hereto.
"~roiect" shall refer to the Hotel Improvements, the Office
Improvements. the Governmental Project Improvemen ts and the Cic:.y
Ancillary Improvements, collectively.
"proj ect S i tel' shall re fer to the Air R.ights t the Rote 1 Tract t
the Oftice Tract and the Authority Tract, collectively.
IITerm" shall mean the Initial Term plus any extension thereof
pursuant to Article 17 hereof, during which this Agreement remains
in force and effect.
"UDAG Grant" shall refer to that certain Urban Development
Action Grant Agreement Number B-87-AA-13-0095 issued to the City of
Augusta, Georgia by the U.S. Department of Housing and Urban
Development on November 30, 1987, as amended.
"Unavoidable Delays" shall mean delays due to scrike.s, aCl:S of
God, governmental restrictions or preemption of labor or material,
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enemy action, insurrection, i fire or casualty or other events beyond
the reasonable control of the Parcy responsible for such performance.
Section 1.2.
Exhibits.
Attached hereto are the. following
Exhibits, which Exhibits are incorporated into and made a part of
Exhibit
"A 11
this Agreement for all purposes:
Exhibit
"B"
Exhibit
t 111 Yt
l..
Exhibit:
liD II
Exhibit "E"
1::xhibit "1"'11
Exhibit "H"
Exhibit IIJ"
Exhibit ilK"
Legal Description of Project Riverwalk Property
Legal Description of Air Rights
Legal Description of Parking Deck Tract
Legal Description of Hotel Tract
Legal Description of Parking Office Tract
Legal Description of Office Deck
List of Preliminary Conference Center Design Plans
List of Preliminary Hotel Design Plans
List of Preliminary Office Design Plans
Exhibit ilL" List of Preliminary Parking Design Plans
ARTICLE 2. HOTEL IMPROVEMENTS.
Sect ion 2.1.
Description of Hotel Im2roveroents.
Developer
shall construct. on the Hotel Tract a first-class hotel containing
225 guest rooms, restaurant(s), lounge(s), a swimming pool, meeting
roomsJ appropriate landscaping, driveways and walkways} and other
facilities appropriate for a first-class hotel, together with all
fur nishing S J fixtures and equipment necessary for the operation 0 f
Such improvemencs (t.he
such improvements as a first-class hot.el.
"Bocel Improvements") shall be constructed in conformit)' with the
Master Development Plan and substantially in accordance wit.h the
Preliminary Hotel Design Plans.
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Section 2.2. Completion of Hotel Improvemen'Cs. Developet' sha.ll
commence construction of the Hotel Improvements on or before
December 31, 1989. Developer will cause construction of the Hotel
Improvemencs 'Co proceed diligent 1y and in an orderly lind coord 1nated
manner. Subject to Unavoidable Delays, Developer shall use its be.sc
efforts to complete r:he Hotel Improvemencs and open th~ Hotel for
business with the public not later than April 1, 1991. Such date,
or such ocher date thereafter as the Hotel shall actually open for
business \Yir:h the public, is referred to herein as the "Hotel
Opening Date.." Not\Yithstanding the foregoing, Developer shall not
be required to open the Hotel for business \Yith the public until
such time as the Conference Center and the Parking Improvemenc8 have
been completed and made available for use by Hotel guests.
Section 2.3. Funding of Construction Costs. Up to $
of the costs of construction of the Hotel Improvements shall be
furnished by the City with a portion of the proceeds of the UDAG
Grant. Such funds shall be advanced to Developer by the City
pursuant to r:he terms and conditions of those certain loan documents
dated 1989, between Developer and the City. The
balance of the COBT:S_ oi.constructiOl1 of the Hotel lmprovemencs shall
be paid for by equity or private financing arranged by Developer.
AATICLE 3. OFFICE IMPROVEMEN'fS.
Section 3.1. Description of Office Improvements. Developer
shall construct on the Office Tract a class A office building
conta.ining approximacely 128) 000 net renr:able square feet: of space,
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together with appropriate landscaping, driveways a.nd walkways, and
together with all fj~tures and equipment necessary for the operation
of such building and other improvements as a class A office
building.
Such improvements (the "Office Improvements") shall be
constructed in conformity with the Master Development Plan and
substantially in accordance with the Preliminary Office Design Plans.
Sectton 3. L.
Construction of Office Improvements.
Developer
shall proceed with the final design and construction of the Office
Improvements in an orderly and coordinated manner.
Subj ect to
Unavoidable Delays) Developer shall use its best efforts to
substantially complete the Office Improvements not later than April
1, 1991.
Section 3.3. Funding of Construction Costs. Up to ~
of the costs of construction of the Office Improvements shall be
financed by the City with a portion of the proceeds of the UDAG
Grant.
Such funds shall be advanced to Developer by the City
pursuant to the terms and conditions of those certain loan documents
dated
) 1989) between Developer and the City.
The
balance of the costs of construction of the Office Improvements
shall be paid for by equity or private financing arranged by
Developer.
ARTICLE 4. GOVERNMENTAL PROJECT IMPROVEMENTS.
Section 4.1. Description ot Governmental Project improvements.
(a) The City shall expend up to Three Million Nine Hundred
Thousand Dollars ($3,900,000.00) toward the cost ot construction in
the Air Rights ....Q..f.. the following improvements (the "Conference.
Center"):
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GLOVER b DRVIS, P.R.
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404 251 7152 Jun 06.89 14;1~ P.06
A first-class conference center containing approximately a
10,500 square foot ballroom, 4,200 square feet of break-out
meeting space, conference rooms, pre-function areas, restrooms,
telephone banks, storage. areas, an outdoor terrace, . and other
fac iliti.es
and
amenities
appropriate
for
a
first-class
conference center, together with all furnishings, fixtures and
equipment necessary for the operation of such facility as a
first-clas s conference center. The conference center shall be
constructed
in conformity with the Development Plan
and
j-
substantially in accordance with the Preliminary Conference
Center Design Plans.
(b) The City shall contribute up to Three Million Eight Hundred
Sixteen Dollars ($3,816,000) towards the cost or construction on the
Authority Tract of the following
Improvements"):
A two-level parking deck (the "Parking Deck") on the Parking
improvements
(the
"Parking
Deck Tract under and adjacent to the Conference Center building
and containing approximately 600 parking spaces,
p1us
an
illuminated
surface parking lot
located adjacent
to
the
Conference Center and containing approximately 175 parking
spaces, together with related curbing, curb cuts, driveways
providing access to the adjace.nt public streets and appropriate
landscaping.
The Parking lmprovementB shall be constructed in
conformity with the Master Development Plan and substantially in
accordance with the Preliminary Parking Design Plans.
GLOVER g DAVIS, P.A.
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404 ~51 715~ Jun 06,89 9:10 P.13
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Section 4.2. Construction of Governmental Project Improvements.
It is acknowledged and agreed that the Governmental Project
Improvements must be constructed simultaneously with the Hot~l
Improvement:s and must be substancially completed on or before the
Hotel Opening Date. Bailey & Associates (hereinafter referred to as
"Construction Hanager") has concl:'acted wich Developer co act 8S
exclusive Construction Manager for the Hotel Improvements and che
Office Improvements.
The City and the Authority shall enter into
construction management agreements with the Construction Manager
whereby Construction Manager shall render all services needed in
connection with the design and construction management of the
Conference
Center
and
the
Parking
Improvements,
including
administration) supervision and coordination of che bidding, award,
execution) and performance of a general construction contract.
Fu:nding of Construction Costs.
Construction of
Section 4.3.
t.he Conference Center shall be at the City I s sole cost and expense
only 80 lon~ as such cost: does not exceed the SuIll of $3.900,000.00.
In the event that the C09tS of construction of said Conference
.Genter should for any reason exceed the sum of $3.900,000.001 the
~Developer shall pay any and all such additional cosel:> as and when
the same shall become due and payable.
,Construction of the Parking Improvements shall be at the Cicy's
sole cost and expense only so long as such costs of construction do
not exceed $3.816,000.00.
In che event such costs of conscruction
~o e~ceed $3,~16,000.OO for any reasonl Developer agrees to pay any
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404 251 7152 Jun 06,89 14:13 P.O?
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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 section shall include, specifically, but not exclusively,
all sums paid by on behalf of City or the Authority to any
contractor, subcontractor, third-party laborer or governmental
supplier performing any such work and all architectural,
engineering, surveying and legal fees incurred in connection
therewith, all premiums for insurance coverage required to be
maintained hereunder prior to completion of construction, all
reasonable costs, fees and expenses incurred in obtaining financing
for the Parking Improvements in the amount of $3,816,000.OU through
revenue bonds issued by the Authority and any other costs and
expenses incurred by City in connection. with the construction of
said Conference Center. Payment of any portion of such construction
costs shall not entitle Developer to any ownership interest in said
Conference Center or Parking Improvements.
ARTICLE 5. CITY ANCILLARY IMPROVEMENTS.
Section 5. 1 Description of City Ancillary lmprovements. The
City shall Construct the following improvements in connection with
the Project (the "City Ancillary Improvements"):
(a) The City shall extend the "Riverwalk" project located upon
and along the Savannah River levee from Eighth Street to a point
where Tenth Street would intersect the levee if it continued in a
straight line north from its intersection with Broad Street. Such
GLOVER & DRVIS, P,R.
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404 251 7152 Jun 06,89 14:13 P.OS
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extension shall include tmprovements and landscaping comparable to
that portion of the extsting Riverwalk project located between Sixth
and Eigh~treets.
(b) The City shall extend to and over the Hotel Tract, the
Authority Tract and the Office Tract sanitary sewer and domestic
water lines and storm drainage lines and facilities providing
adequate capacity to service the requirements of the Hotel
Improvements, the Conference Center and the Office Improvements.
(c) The City shall resurface, re-light, landscape and otherwise
upgrade and improve Ninth and Tenth Streets between Reynolds Street
and the Riverwalk project in accordance with the Master Development
Plan so as to complement the Hotel Improvements and the Office
Improvements,
respectively.
Such
improvements
shall
include
construction of bricked turn-around areas shown on the Master
Development Plan.
Section 5.2. Construction of City Ancillary Improvements. The
City
shall
coordinate
construction
of
the
City
Ancillary
Improvements to the maximum extent possible with the construction of
the Hotel Improvements, the Governmental Project Improvements and
the Office Improvements.
Further, such construction shall be
implemented pursuant to a schedule which will enable Developer, the
City, and the Authority to maintain their respective construction
schedules.
Subject to Unavoidable Delays, the City, shall use its
best effort to complete all City Ancillary Improvements on or before
the Hotel Ope.ning Date.
GtOV~R & DRVIS, P.R.
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Section 5.3. Funding of Construction Costs. Construction of
the City Ancillary Improvements shall be at the City's sole cost and
expense, but in no event shall the City be required to expend funds
therefor in excess of $5,100,UOO.00 for such City ancillary
improvements referred to in subparagraph (a) of Section 5.1 above,
and in no event shall the City be required to expend funds in excess
of .$1,300,000 for such City ancillary improvements described in
subparagraph (b) and (c) of said section. In the event such maximum
sums are insufficient to construct all of the respective City
Ancillary Improvements, the City shall determine those portions to
be left unfinished after consulting with Developer.
ARTICLE 6. GENERAL PROVISIONS REGARDING CONSTRUCTION.
Section 6.1. Performance of Construction. Each Party shall
perform its construction in accordance with the applicable approved
plans therefor, 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
governmental agencies and authorities having jurisdiction over such
construction. In the performance of its construction, no Party
shall materially interfere with any construction being performed by
another Party, cause any other Party any delay in or increase in the
cost of construction or their respective improvements, or impair the
use, occupancy, or enjoyment of any other Party's improvements. If
any construction on one Tract shall be in process at any time after
the improvements located on any other Tract shall have opened for
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404 251 7152 Jun 06,89 14:15 P.l0
business with the public,
then the Party carrying on such
cons truction shall erect or cause to be erected adequate painted
construction barricades at
leas t eight
(B)
feet
in height
substantially enclosing the area of construction until
construction shall have been substantially completed.
such
Section 6.2.
Liens.
The Developer agrees that, in the event
any mechanic I s lien or other statutory lien shall be filed during
the term of this Agreement against all or any portion of the Project
Site, 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 harmless the other Party hereto and its successor
and assigns from all losses, damages, liability, expenses or claims
whatsoever (including reasonable attorney I s fees and the costs of
defending against the foregoing) resulting from the assertion of any
such liens.
Section 6.3.
Additional Construction.
After the Project has
been completed, Developer, and the City shall each have the right to
make such alterations, modifications, expansions or additions to
their respective Hotel and Office Improvements~ and Governmental
Project Improvements which (i) do not materially change or alter the
architectural elevations or design or the exterior building
materials of the same, and (ii) do not impair access between and
among the said improvements.
Neither the City nor the Authority
shall expand or materially alter or modify the Governmental Project
Improvements
at
any
time
during
the
Initial
i _ __
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'.
, J
,term without the prior Written approval of the plans
expansion, alteration or modification by Developer, which
shall not be unreasonably withheld.
Section 6.4. Insurance. Each Party shall during the period of
for sucl1
approval
any construction,
Tract ma.intain
restoration or replacement of improvements on its
builder I s risk insurance on a non-report ing,
completed value basis with extended coverage endor~ement, or extend
its fire and extended coverage insurance provided tor herein during
any restoration or replacement when the aforemencioned builder's
risk insurance is not applicable. All such insuranct! may, at the
option of the Party obtaining it, contain a loss deductible
provision of not more. than $250,000.00 for such insurance obtained
by Developer and not more than $500,000.00 for any such insurance
,obtained by City.
AKTICLE 7. OPERATION AND MAINTENANCE OF HOTEL IMPROVEMENTS.
Section 7.1. ~ration of Hotel. Veveloper and/or its designee
operator for the Hotel (the "Hotel Operator") shall open for
business and initially operate the Hotel as an Omni Hocel pursuant
to the terms of a franchise agreement with Omni Hotel Corporation.
During the Term hereof, the Hotel shall be operated as a first-class
hotel, and no operation or use shall be made, conducted or permitted
within the Hotel which is inconsistent: with or detrimental to che
reputation of the,Hote.l as a first-class hotel. Develope.r shall at
all times comply with all applicable governmenca.l laws, ordinances,
rules and regulations in the operacion of a Hotel.
Page 17
GLUVtK ~ UHV1~, ~.H.
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404 1~,l fl:~~ ]LJrl G6.8S 9:13 ~'.lS
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Section 7.2.
Operation of Retail Space.
An aggregate of not
less
than
square
feet
of
space
located
within
the
Hotel
shall be used and operated at all times during the Term of this
Agreemene for purpose s of re s taurants, lounges, a hea leh club, gi ft
shops and magazine stands, and/or other retail purposes incidental
and complementary to the operation of the Hotel.
Developer agrees
that it wi 11 not permit any tenant 0 f such retail space co 8 ell,
distribute, display or offer for sale any item which is inconsistent
with the quality of operation of the Hotel
Improvements as
established herein or which might tend to injure or detract from the
moral character or image of the Hotel Improvements.
Section 7.3.
Maintenance of Hotel Improvements.
Developer
agrees to maintain and keep all Hotel Improvements, including
landscaping associated with the. Hotel Improvement, in first-class
condition and state of repair at all times.
ARTICLE 8. OPERATiON AND MAINTENANCE OF OFFICE IMPROVEMENTS.
Section 8.1. General. Developer shall operate and maintain the
Office Improvements as a class A office building in compliance with
all applicable governmental laws) ordinances and regulations. No
operation or use shall be made) conducted or permitted within the
Office Improvements which is inconsistent with. or detrimental to the
reputation of the Project as a first-class business and meeting
center.
Developer agrees to maintain ehe Office Improvements,
including related landscaping) in first-class condicion and repair
at all times.
Page 18
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ARTICLE 9. OPERATION AND MAINTENANCE OF PAKK1NG IMPROVEMENTS.
Section 9.1.
General.
The ~ has contemporaneously herewith
leased the Parking Tract from the Developer for a term equal to the
Initial Term.
The City hereby agrees that during the Term of this
Agreement it shall operate or cause to be operated on the Authority
Tract the Parking Improvements as a parking facility in accordance
"
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with
the
terms
of
this
Agreement
and
~uch
uniform,
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non-discriminatory rules and regulations as may be adopted from time
to time by the .Citv or the Authority as its assignee. No
barricades, curbs, gates, or other obstacles shall be erected which
block or prohibit the free flow of traffic through the en trances,
exit.s,
ramps
and driveways wit.hin t.he Parking
Improvements;
provided, however, that nothing herein shall prohibit (i) the
eree tion of such curbs and other control or safety improvements
devices which may be necessary to control and direct pedestrian and
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vehicular traffic within the Parking Improvements;
( ii)
such
~~'
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temporary closing of the Parking Improvements as may be necessary
for the cleaning, repair and maintenance of the same as required
-;
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,
from time to time; or (iii) the erection of such toll booths and/or
entrance and exit gates as are required to limit access to the
.'
'~
Parking Improvements to authorized permittees and to collect rents
due for the use of t.he Parking Improvements.
Section 9.2.
Rents for Space~.
Throughout. theTerrn 0 f this
~.
Agreement) tne li.t.y shall have the exclusive right: to set or cause
. ,
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~o be set the rent:s for use of the parking spaces within ~he Parking
"l.
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404 251 7152 Jun 06,d~ : ~
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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.
Sec:t:Lon 9.3.
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%) 0 f the parking spaces may be reserved for
exclusive use of Developer. .The City agrees that Developer may, at
any time during the Term, upon agreement as to the rents to be paid
therefor, designate up to ten percent (10%) of the total parking
spaces :Ln the Parking Improvements as reserved for the exclusive use
of Developer and/or it designees.
Additionally, the City shall
/
\
designate' no less than 250 parking spaces within the Parking
Improvements for first pr:Lority use by Hotel guests, not less than
450 parking spaces for first priority use by tenants of the Office
Building and their employees and invitees, not less than 20 spaces
for first priority use by customers of any retail space located in
?
the Office Building and Hotel, and the balance for first priority
Use by members of the general public.
The City shall advise
Developer of the location of such priority spaces and, consistent
with its duty to make the ninety percent (9070) or more of the spaces
which are not re.served available to members of the general public on
a "first come, first served" basis, shall endeavor to preserve such
spaces for use by the intended parties.
Such spaces shall be
located within the Parking Deck and the. surface parking 8n~Bl:; til::;
conveniently as possible for the priority users thereof.
such designated parking areas by Hotel guests and by employees and
Use of
invite.es of Office Building tenants 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 cha.rges or rents.
The City shall noc grant exclusive or
priority rights to anyone other than the invitees and permittees of
the Developer, Construction Manager or Conference Center Operator.
S ec t ion 9. 4 .
Special Parking Needs.
It is recognized by the
Ci~y that Developer may from time to time require additional parking
spaces on a short-term basis in connection with special events or
funccions to be held at the Hotel or the Conference Center.
Wben
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, provided that nOthing herein shall
require or auchorize such operator to displace or remove from che
parking areas 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 cerm basis (e.g., monthly) to
Page 21
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TEL t.~o,
404 251 7152 Jun 06,89 14:16 P.12
Developer and/or the operator ot the Hotel and to tenants of the
Office Building; the City agrees that the lease rates therefor shall
be in accordance with the provisions of action 9.2 above.
Section 9.5. Maintenance of Parking Improvements. The City
shall maintain the Parking Improvements, including related
landscaping, 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 i8 initially completed,
normal wear and tear expected. 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 throughly sweep all paved areas as required, remove snow,
ice, surface water and other obstructions, and clean and maintain
lighting fixtures and relamp as necessary. The City shall also
resurface and restripe the parking areas and refurbish directional
signs, curbs and other components of the Parking Improvements from
time to time as required.
Section 9.6. Hours of Operation; Security. Except for
temporary closing as permitted in Section 9.1 hereof, the Parking
Improvements shall be kept open and lighted, and reasonable security
service provided.
ARTICLE 10. OPERATION AND MAINTENANCE OF CONFERENCE CENTER.
Section 10.1. Operation by Designee of Developer. So long as
the Hotel Improvements are operated as a hotel and prior to the
expiration of the Initial term, the Conference Center shall be
;':1 L- l-,r..... ___ I., '..' ..." ',' .. '__.' , . I, .
: ., '-' .
~ .... _ ~ . '.J II ' . . . ' .:", . ~ '_
....:...:....t
operated and managed by Developer through a qualified mana.gement.
company selected and employed by the Developer and approved by che
City, such approval not to be unreasonably withheld.
Such operator
of the Conference Cente.r shall be referred to herein as the
"Conterence
Center
Operator".
It
is
contemplated
chat
the
, Conference Operacor may be the same entity that acts as the Hotel
.
,
Operator.
The Conference. Center Operator shall have discretion and
~
\
1
i
j
control in the establishment of reasonable rules and regulations for
the Conference Center, the establishment of reasonable fees and
charges for use of the Conference Center facilities and for food and
beverages and ancillary services, the employment and supervision of
all personnel, accounting for the receipt and disbursement of funds,
and all other activities relating to the operation of the Conference
Center.
1n all such respects, the Conference Cencer Operator shall
operate the Conference Center as a first-class meeting, conference
and convention center which complements and enhances che operation
J
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I
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I
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of the Hotel, and shall not use, conduct or permit any use of the
Conference Cencer which is disreputable or inconsistent with a
first-class facility.
F-egardless of anything cont.ained herein to
:ehe contrary" the Conference Genter Operator shall make t:he
Conference Center available for use by che City .and or any
,individual or any group on a first-come, first-served basis wdthout
discrimination for sex, race, creed, color or national origin.
As compensation for its se.rvices to be ~endered in management of
the
Conference Center,
the Developer,
(or,
if Developer
so
Page 23
de signates ~ the Conference Cen ter Operator) shall receive e.
management fee equal t:o all reve.nues from the operation of
Conference Cencer other than fifty percent (50%) of che net revenue
from the leasing of ballrooms and meeting room~ in the Conference
Center which latter sums shall be held and distributed as described
in Section 10.5 below. The amounts to be paid to Developer and held
for or distributed to City shall be determined by a firm of
certified public accountants on a period basis as agreed between
City and Developer. Re~ardless of Anythlnf contained herein to the
contra.ry. the fees charged for leasing ballroom. meeting rooms and
.providins other facilities and services at the Conference Center
phall be reasonable and in conformity with those being charged by
similar conference facilities and such fees may not be waived
Micheue consent of Citv.
Section 10.2. Maintenance and Repair of Conference Cent:er.
Developer shall) at its sole cost and expense (except as set forth
in Section 10.5 below) ) be responsible for maintaining the
Conference Center in good condition and repair) including) without
limitation, the foundations, structural supports, exterior walls,
interior walls and floors, ceiling s) and permanent: 1 ight ing
fixtures, sp rinkler sye terns, pipes, wires and conduits within the
walls, floors and above ceilings, roof, gutcers, downspouts, ucility
lines, elevators) the heat:1.ng, ventilating and air conditioning
system, and other major syscems and fixtures inst:.alled within the
Conference Cencer, and tor all appropriate day-co-day or periodic
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404 251 7152 Jun 06,89
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maintenance in connection with such items. Developer shall also, at
its Bole cost and expense, keep the Conference Center and all
furniture, fixtures and equipment in good operating condition and
repair.
Without limitation of the foregoing, Developer shall
maintain ehe interior of the Conference Center (including wall,
floor, and window coverings) 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 che
efficient operation of a first-class conference center (including.
Without limitation, china, glassware and silverware, tables, and
chairs, linens, uniforms, POdiums, and staging platforms, 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 Conference
Center.
Developer shall also maintain all landscaping installed in
and around the Conference Center in good, attractive and Sightly
condition.
In the event that any of such items become in need of
Developer,
maintenance or repairs, the City. may give written notice to the
and
the Deve Loper
shall proceed
to
perform
such
Developer, Within thirty (30) days after written notice from the
made Within a reasonable time after receipt of such notice.
maintenance or repairs or cause such maintenance or repairs to be
If the
City) shall fail to make any repairs or commence any main tenance
required of the Developer herein, or in the event of any emergency
GkO~EP ~ ORVIS, P.R.
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404 251 7152 Jun 06,89 9:47 P.02
which, in the opinion of the City, renders such notice
impracticable, the City may, at ics option, make such repairs or
perform such maintenance, in which event the Developer covenants to
reimburse the City for the cost thereof and for five percent (5%) of
said cost for administration fees (provided that the City shall not
charge Developer any adminiscration fee in the event of emergency
repairs or replacements).
Section 10.3. Insurance. Notwithstanding anything to the
contrary provided in Section 14.1 below, the City shall maintain at
its sole cost and expense (i) general public liability insurance
covering the premises, and (ii) fire and extended coverage insurance
covering the Conference Center against risks of damage or lOBS by
fire and ocher risks now or hereafter embraced by "extended
cove.rage," so called, in a.n amount (subject to commercial
availability) not less than the full replacement cost of the
Conference Center, exclusive of the cost of excavations, foundations
and footings, and all furniture, fixtures and equipment owned by the
City and located therein subiect to a $500.000.00 deductible
prnv:i I'd (')1"1. n HOtel Developer and/or Conference Center Operacor al so
shall maintain appropriate liability and workers' compensation
insurance relating to the operation of the Conference Center.
Section 10.4. Taxes. The Developer shall pay all taxes, if
any, levied against the Conference Center.
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404 251 7152 Jun 06,89
9:48
F' . 03,
Section
10.5.
Reserve
for
Maintenance
and
Capital
Improvements.
During the Term hereof, all of the sums to be
retained by the City remaining after payment of the management fee
as provided in Section 10.1 above [i.e., fifty percent (50%) of the
net revenues from the leasing of ballrooms and meeting rooms in the
Conference CencerJ, up to chat amount necessary to fund the Reserve
Account (as defined below) to the Maximum Reserve Amount (as defined
below) shall be maintained in 8. reserve for maintenance and capital
improvements (the "Reserve Account"). Any of such amounts in excess
of the Maximum Reserve Amount
(as de fined below)
shall be
distributed to the City. The Reserve Account shall be maintained by
the Conference Center Operator and to the extent Bums are available
the.rein, shall be utilized to pay the costs of the items described
or referenced in Section 10.2 above.
The Maximum Reserve Account
shall be that amount as shall be determined from time to time by
Developer with the approval of City (which approval shall not be
unreasonably withheld) to be sufficient for the proper maintenance
and repair of the Conference Center during the ensuing ten (10) year
period.
ARTICLE 11. GENERAL PROVISIONS KEGARDING OPERATION.
Section 11. 1 Compliance wi-ch Laws. Each Party ..r.e.spon ~i b 1 e for
operating any improvements referred to herein shall operate its
re. spective
Improvements
in
compliance
with
all
gove.rnmental
requirements,
laws,
statutes,
regulations
and/or
ordinances
app 1 icab le to such Party's Improvements, Rnd rhp. pAr!"}' re ~pon5ib le
PAPP. 27
.....
GLOVER & ORVIS, P.R.
TEL I'~o.
404 251 7152 Jun 06,89 9:54 P.06
for ooerating the Bame 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 11.2. Landscape Committee.
establish a committee (the "Landscape
The Parties hereby agree ~o
Committee") in order to
coordinate the formulation and implementation of an overall plan for
installation of the complementary landscaping within the Project and
the es tabl ishment of common landscape maintenance standards.. Each
Party shall designate one person as its representative on the
Landscape Committee by written notice to the other Parties. The
Landscape Committee shall meet upon request from any party during
the period of construction of the Project and thereafter on a
periodic basis, but not less
review the landscaping scheme
problems or issues.
Section 11.3. HVAC Operation. Insofar as certain of the
Improvemencs of the Parties shall be internally connected through
common corridors and passageways) Developer) in operating the air
conditioning and hea.ring-'system for the H.otel Improvements and the
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 11.4. Advertising and Promotion. During all periods in
which the Conference Center is operated by Developer pursuant to
this Agreement, Developer shall be entitled to refer to and promote
than once every year, in order to
for the Project and any maintena.nce
GLOVER & ORVIS. P.R.
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404 251 7152 Jun 06.89 14:17 P.13
..
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the Hotel and Conference Center as a unified operation known as the
"Augusta Riverwalk Hotel and Conference Center". 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 Hotel and Conference Center by
such name and to promote the same as a unified operation, subject to
Developer's right to review and approve prolIlotional literature and
advertising of the City and its affiliates with respect to the Hotel
and Conference Center.
Section 11.5. Kitchen. The Developer and the City have agreed -
that a.s a part of its management of the Convention Center the
Developer or its designe.e (anticipated to be the Hotel Operator)
shall provide all food services for both the Hotel and the
Conference Center. So lon~ as Developer shall provide food services
to the Conference Center, Developer shall have exclusive ri~hts to
tbe utl1-zation of the kitchen.
City and Developer have agreed,
however, that in the event that Developer or its designee fail to
provide said food services so that same are unavailable for the
operation of the 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 service
I
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the Conference Center.
Said license shall continue until written
notice is given by the Developer to the City stating a date certain
or which the provision of food services to the Conference Center by
the Developer or its designee will be resumed and the provision of
Page 29
same is in fac t resumed on said date. Developer shall make said
kitchen available to City at all times and shall maintain the same
and a 11 app 1 iance sand fixtures contained therein in good working
condition. In furtherance of the above agreement City and Developer
have granted those re-ctprocal easement rights described in Sect:ton
12.4 below.
ARTICLE 12. EASEMENTS.
Section 12.1. Easement for Access and Parking. The City. as
the owner of the Parking Deck Tract, hereby grants to Developer, ;,ts
respective tenants, subtenants,concessionaires, licensees,
employees, officers and invitees, and to the Conference Center
Operation and its employees, agents, concessionaires, licensees and
j.nvitees, non-exclusive, perpetual easements over, upon, across and
through the Authority Tract for:
(a) pedestrian and vehicular ingress to and egress from
the Parking ~mprovements;
(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 I 5) rules and regulations regarding use of the Parking
Page 30
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404 251 7152 Jun 06,89 14:18 P.1S
.
,
Improvements.
I
i
Nothing in this Section 12.1 shall be deemed to
restrict the Conference Center Operator from restricting access to
the Conference Center.
The easements granted under this Section
12.1 shall continue so long as the. Parking Improvements continue to
exist.
Enjoyment of the easements granted in this Section shall
commence on the date the Parking Improvements are substantially
completed and opened for business.
The City agrees to open the
Parking
Improvements
for
business
promptly
after
they
are
substantially completed and to keep them open for business
thereafter during the Te.rm.
Section 12.2. Construction Easements. Each Party hereby grants
to each of the other Parties a temporary right, privilege and
easement to enter upon their respective Tracts from time to time to
construct the Hotel Improvements, the Conference Cente'!', the Park:l.ng
Improvements~ the City Ancillary Improvements and the Office
Improvements pursuant to the approved plans for such improvements.
Each Party 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 ""alls.
-
Any
utilization of the foregoing easement shall be made in such a manner
as will not interfere with construction on the property of the other
Parties. Such construction easement shall cease and terminate upon
completion of construction of the Project Improvements. The
J'
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.
Page 31
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404 251 7152 Jun 06.89
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Section 12.3.
Easemen ts for Underground Supports) Party Walls
and Connection of Corridors.
The City and Developer acknowledge
I
'J
that
the
Hotel
Improvements
may
share
common
footings
and
underground supports (hereinafter referred to as the "Underground
Supports ") and common walls (hereinafter re ferred to as the "Part)'
v/
Walls ") with the Conference Center and the Parking Deck.
Each of
such Parties hereby grants to the 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 Preliminary Hotel Design Plans) the Preliminary Conference
Center Design Plans and the Preliminary Parking Design 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' B 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 Agreemenc shall remain effective and thereafter so
long as c:he improvements benefited by such easements exist. The
exercise of easement rights under this Section by any Party shall be
conducted in such a manner as will minimize interference with t:he
conduct of ~usiness by the other Party.
Each of such Parties
covenants that if all or any part of its Improvements are removed or
PaRe 32
GL~V5R & ORVIS, P.R.
TEL t.~o.
404 251 7152 Jun 06,89 9:57 P.11
, ....
destroyed at any time when it is not required to restore and does
not elect to res tore such Improvements, it will leave in p lace 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 or the openings therein providing access between the
Parties' respective Improvements require repair or rebuilding, the
other Party sharing such Parcy 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
wi 11 ful act of either Party shall be borne by that Party. The
phrase "repair and rebuilding" as used herein shall not include
ordinary maintenance and care such as painting and cleaning.
Section 12.4. Ea.sement for AKitchen. The City hereby grancs to
Developer an exclusive right, privilege and easement in that certain
porcion of the Conference Center which is designed to be a portion
of the "Kitchen and more particularly described and depicted in
Exhibit "c" hereto, said easement being for the purpose of
constructing, furnishing and operating within such easement area a
kitchen which shall serve both the Hotel and the Conference Cencer.
Nocwichstanding any provision of this Agreement to the
Poo.:. ',\'~
GLO~E~ g ORVIS. P.R.
TEL I'~o.
404 251 7152 ]un 06.89 14:18 P.16
contrary t Developer shall be solely responsible for the cost of
matntaining, insuring, repairing and replacing the Kitchen and any
and all persona I property from time to time located therein. The
square footage of the Kitchen shall be included in the square
footage of the Hotel for all purposes of this Agreement. The
Kitchen shall be constructed by Developer in accordance with final
plans and specifications prepared by Developer's architect and
approved by City. The easement referred to above shall continue as
long as the Kitchen is used for the operation of a kitchen serving
the Hotel Improvements. The Developer hereby grants to City an
exclusive right, privilege and easement in that certain portion of
the Rotel which is designed to be a portion of the said Kitchen;
said easement being for the purpose of constructing, furnishing and
operating within such easement area said Kitchen which shall serve
both the Hotel and the Conference Center. The easement granted
herein shall continue as long as Developer shall fail to prov:Lde
food service to the Conference Center as provided in Section 11.5
above and the use of the Kitchen is deemed necessary by the City to
serve the Conference Center.
Section 12.5. Easement for Attachment of Office, Hotel and
Conference Center Improvements to City Improvements. The City
hereby grants to Developer during the initial term a temporary
easement onto and across the property of the City for the purpose of
constructing and maintaining sidewalks, stairways and pedestrian
bridges connecting such Parties r respective Improvements with the
sidewalks and other improvements associated with the Riverwalk
project, as such project :Ls to be extended along the portion of the
. .r3 Lj:1 t,jE F: R D H t,) IS, F'. H .
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~o~ 251 7152 Jun 06,89 9:59 P.13
Savannah River levee adjacent to the Project Site, such extensions
to be constructed at the locations shown on the Master Development
Plan or at 6uch other locations as may be subsequently agreed upon
by the City and the affected Party. The construction of such
improvements shall nOt be deemed in favor of the City or any member
of the general public, but rather shall be for the sole and
exclusive. use and benefit of Developer and Confe.rence Center
Operator and their respective employees, invitees, licensees and
permittees.
Section 12,6. Easement for Access to Riverwalk. The Authority,
as the owner of the Authority Tract, and the City, as owner of the
Air Rights and the Project Riverwalk Property, hereby grant to
Developer and its respective tenants, subtenants, concessionaires,
licensees, employees, officers and invitees, non-exclusive temporarv
easements over, upon, across and through those outdoor sidewa.lks,
sr.airways, pedes tria.n bri dges, boat docking facilities, and other
improvements constructed from time to time on the Authority Tract or
the Proj ect Riverwalk Property or in the Air Rights which connect
the Conference Center to the Riverwalk, such easements to be for the
purpose of pedestrian passage to and. from the Riverwalk. Enjoyment
of the easement granted herein shall commence on the date that such
walkways, stairways and bridges are substantially completed and the
Conference. Center is opened for business and shall continue so long
as such improvemencs continue to exist or until December 31. 2025,
whichever is sooner.
G[OVER & DRVIS, P.R.
TEL ~~o.
404 251 7152 Jun 06,89 9:59 P.14
. .,
Section 12. 7 .
Easement for Encroachments.
While it is the
incent of che Parties to confine their Improvements to the limits of
c:he.ir respective Tracts, it is recognized thet this result may not
be achieved due to the integrated nature of the Project.
Accordingly. if the improvements on any Tract, following
construction, encroach on a portion of the Tract of another Party,
che Party across whose Tract such improvements encroach hereby
grants to the Party whose improveme.nts so encroach an easement, for
so long as such improvements (or any replacement thereof constructed
during
the
term
of
this
Agreemen t)
stan d ~
permitting
the
construction and maintenance of such improvements on such portion of
the grantor's cract.
Section 12.8. Certain Reserved Rights. Developer hereby
reserlles the rig ht to eject from its premises (including any
"common" or "publ ic II areas thereof) any persons not invited or
otherwise permitted to use same and to close off its respective
Improvements at any time and from time to time for security
purposes. Further, Conference Center Operator shall have the right
to close off or 1 imit acces s to and from the 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 Hotel Improvements on the
other hand, through the walkways, stairways and corridors of the
Conference Center, except in connection with such temporary closings
""'__.... .,r.
(3U~L\)EF. 8, DR'.) IS, P. R .
TEL t'~o.
404 251 7152 Jun 06,89 10:00 P.15
as may be necessary for the cleaning, repair and maintenance of such
access and improvements.
Section 12.9. Term. Unless specified otherwise provided in
this Agreement, the easements provided in this Article 12 shall be
perpetual and shall not terminate upon the expiration or earlier
termination of this Agreement.
ARTICL~ 13. DAMAGE AND DESTRUCTION.
Section 13.1. Damage or Destruction of Hotel. ^ Developer agrees
that in the event of the damage or destruction during the Initial
Term of this Agreement of all or any part of the Hotel Improvements,
Developer shall be obligated to promptly rebuild, replace and repair
such damage or destroyed improvements to the same condition and
use full1ess and same general appearance as existed immediately prior
to such damage or destruction; provided, however, that in the event
damage or destruction to the Hotel has resulted from an event which
also caused damage or destruction to all or a substantial part of
the Conference Center and/or the Office Building, Developer's
obligation to rebuild pursuant hereto shall be contingent upon the
res toration and repair of the Conference Center and Office
Building. If insurance proceeds available are insufficient to fully
restore the Hotel Improvemencs, the cost of such restoration in
excess of available insurance proceeds shall be paid by Deve.loper.
Any such restoration and reconstruction shall be completed as
expeditiously as reasonable possible and in compliance with the
requirements herein set forth with respect to the initial
construction of such Improvements.
Pa~e 37
.~
GLOVER 8 DRVIS, P.R.
TEL I'~o.
404 251 7152 Jun 06,89 14:19 P.17
"
;
I I
Section 13.2.
Damage or Destruction of Conference Center.
Provided that the Hotel Improvements are being operated as a Hote.l)
in the event of damage to or destruction of all or any part of the!
Conference Center during the . Initial Term of this Agreement, the
City shall be obligated to promptly utilize all available insuranc~
proceeds to rebuild, replace and repair such damaged or destroyed
improvements to the same condition and usefulness and to the same
general appe.arance as existed immediately prior to' such damage or
destruction; provided) however) that in the event any damage or
destruction to the Conference Center has resulted from any event
which also caused damage or destruction to all or a substantial part
of the HotelJthe City's obligation to rebuild pursuant hereto shall
be contingent upon the decision of the Developer to rebuild, replace
and repair the Hotel.
If the insurance proceeds available are
insufficient to fully restore the Conference Center, the cost. of
such restoration in excess of available insurance proceeds shall be
paid by the Deve loper.
Such reconstruction shall be completed as
e.xpeditiously as reasonably possible and shall be performed in
compliance with the requirements set forth with respect to the
initial construction of such Improvements.
Section 13.3.
Damage or Destruction of Office Improvements.
Provided that (i) the Developer determines in good faith that it is
economically prudent and physically practical to restore or replace
any affected improvements and to continue to operate a class A
office building on the Office Tract and (ii) such restoration work
GLOVER & DRVIS, P.R.
~
TEL No.
404 251 7152 Jun 06,89 14:20 P.1S
is permitted by the Mortgage encumbering the Office Improvements,
Developer hereby agrees that in the event of the damage or
destruction during the Initial Te.rm of this Agreement of all or any
part of the Office Improvements, Developer shall be obligated to
promptly 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.
If insurance proceeds available are insufficient to
fully restore the Office Improvements, the cost of such restoration
in excess of available insurance proceeds shall be paid by
Developer.
Any such reconstruction or restoration shall be
completed as expeditiously as reasonably possible.
Any Buch
construction shall also comply with the requirements set forth
herein with respect to initial construction of such Improvements.
Section 13.4.
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 Agreement, the ,City or
its designee, 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,
ho~ever, that the extent of the City's obligation to rebuild
pursuant hereto shall be contingent upon the continued operation of
the Office Building, Conference Center or the Hotel, it being agreed
Page 39
GLOVER & DAVIS. P.R.
TEL I'~O.
404 251 7152 Jun 06,89 14:20 P.l~
that the0~~~~ot be required to repair and restore the
Parking Improvements except to the extent that parking facilities
are required in connection with the use and operation of the
remaining Project Improveme.nts. 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
in it ia1
construction of such Improvements.
Section 13.5. 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 casual ty 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 construction practice so
that the area which had been occupied by the razed building or
portions thereof will be compatible with the remainder of the
. Proj ect; provided, however, this provision shall not prevent such
Party from subsequently building on the Tract 80 landscaped.
Section 13.6.
Discontinuance of Use as Hotel; Termination of
Article 10. To the extent that Developer is not expressly required
pursuant to the provisions of Section 13.1 hereof to restore all or
a portion of the improvements located upon the Hotel Tract which are
damaged or destroyed by a casualty occurring during the Initial Term
Page 40
GLOVER & DRVIS. P.R.
~.
TEL t~o.
404 251 7152 Jun 06.89 14:21 P.20
of this Agreement and does not elect to restore such damaged or
destroyed improvements, and, in connection therewith) discontinues
operation of a hotel upon the Hotel Tract) Developer shall be
released from is obligation under Section 7.1 to operate the Hotel
Tract a8 a hotel for the remaining balance of the Initial Term
hereof; provided that the City shall thereafter be entitled to
terminate the provisions of Article 10 of this Agreement by delivery
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 Conference Center and the
discharge of all obligations previously allocated to Developer with
respect thereto under Article 10 hereof or under any other
provisions of this Agreement.
ARTICLE 14. INSURANCE
Section 14.1. Hazard Insurance. Developer shall, at all times,
including periods of construction, cause all buildings and other
improvements on itsAproperty to be insured against loss or damage by
fire, windstorm, hail, tornado, flood, explosions, smoke damage and
other risks a8 are from time to time included in the usual form of
"extended coverage" endorsement in Augusta, Georgia) in an amount
not less than ninety percent (90~) of the. full replacement cost of
such buildings and improvements (excluding foundation and excavation
costs and cost of underground flues, pipes, and. drains and other
insurable items) and in any event in at least such an amount as
shall prevent such Party from becoming a co-insurer under the terms
Page 41
GLDvtR & DRVIS, P.R.
TEL I.~o.
404 251 7152 Jun 06,89 14:22 P.21
of applicable policies. The policy or policies effecting such
insurance shall provide for wa:tver 0 f subrogat ion, if obtainab le,
against the other Parties, and shall name any Mortgagee as an
addit :tonal insured as its interes ts may appear. I f such waiver of
subrogation is obtainable only at additional cost, the Party insured
by the Policy to which same is applicable shall not be required to
furnish such waiver unless the additional cost shall be paid by the
Party having the benefit of such waiver. Such policies may provide
for a deductible amount of not more than $50,000.00. City shall, at
all times cause all buildings and other improvements on its property
to be covered by the City's all-lines aggregate insurance program,
which shall include property, casualty and general liability
insurance coverage..
Section 14.2. Waiver and Release. Each Party hereto hereby
mutually waives, for itself and its insurance carrier, upon approval
of its insurance. carrier, any and every claim which arises, or may
arise, in its favor against any other Party hereto during the term
of this Agreement for any and all loss of, or damage to, any of its
property located within or upon, or constituting a part of, the
Proj ect, which loss or damage is covered or would be covered by
valid and collectible fire and extended coverage insurance policies
actually carried by such Party or required to be carried hereunder.
Section 14.3. Liability Insurance. Developer shall, after the
date hereof, at its expense, maintain general public liability
insurance protecting itself, its contractors, subcontractors,
i
,
GCOVE~ & DRVIS, P.R.
TEL I'~o.
404 251 7152 Jun 06,89 10:04 P.21
"\'.
agents, employees and the other Parties hereto from liability due to
bodi 1y inj ury or dea th or property damage occurring in, on or about
its respective property, such insurance to afford procection to the
limit of not less than (i) $10,000,000 with respect to bodily injury
to or death of anyone person, (ii) $10,000,000 with respect to
total liability arising out of anyone incident or occurrence and
(iii) $1,000,000 per occurrence with respect to any instance of
'.,
~"..-
"property damage.
The insurance coverage required to be maintained
by Dev~ loper under this Section 14.3 shall name the other PartS-as
additional insureQ..., and shall to the extent possible. provide for
waiver of subrogation against the other PartY., if obtainable from
the insurer and, provided that any extra premium for such coverage
will be paid by the Party having the benefit of such wavier; the
pol icies e.ffecting such coverage shall name any Mortgagee as an
additional insured as its interests may appear.
All limits of
coverage required under this Sec tion 14.3 aha 11 be adj usted on the
fifch (5th) anniversary of the date hereof and every five (5) years
therea fter throughout the Term in proport ion to the change in the
Consumer Price Index between the date of this Agreement and the date
of the current adjustment as measured by the Consume.r Price Index
published closest and prior to each adjustment date.
Section 14.4.
Insurance Carriers. All insurance provided for
in this Article shall be effected under valid and enforceable
policies issued by insurers of recognized
responsibility and
qualified to conduct business in the State of Georgia.
Evidence of
I ..,
(I II ~.' ~:::. ;:: [I H'. I.,...' I '::,.. F... H', .
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TEL No.
404 251 7152 Jun 06.89 10:04 P.22
the initial policies required to be carried by each Party hereunder
shall be supplied and available prior to initiation of construction
on such Party's tract. Thereafter, each Party shall, on the requesc
of another party hereto, promptly furnish the reques ting Party a
certificate evidencing the former Party's compliance with the
insurance coverage requirements of this Article 14.
Each such
certificate of insurance shall stipulate therein that the insurance
evidenced thereto shall not be materially reduced, cance lled or not
renewed unless thirty (30) days' prior written notice shall have
been given by the insurer to all other Parties hereto.
Unless
notified of cancellation of a policy, no Parcy shall be required
during any given 360 day period to honor more than one such reques t
..
from another Party hereto.
Any Party may carry any insurance
required to be maintained in this Article 14 under a "blanket
policy" covering other properties of such Party and other insureds.
ARTICLE 15. DEFAULT; REMEDIES.
In the event any Party breaches any of
Section 15.1. General.
its obligations under this Agreement, the non-defaulting Parties
shall have all rights available to them at law or in equity,
including, without limitation, the right to enjoin violations of the
obligations of the defaulting Party under this Agreement or to seek
specific performance of such obligations, or to enforce any other
rights which the non-defaulting Par~ay have pursuant to the-terms
of this Agreement.
.. .
TEL No.
il
404 251 7152 Jun 06,89 10:05
I
;:.,....,7
I . L -..)
!;L[I',i:.F :~~ LIH") IS. F'. H .
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Section 15.2.
Hotel Developer' 8 Default.
In the event that,
following the opening of the Hotel for business, Developer ceases to
operac:e a hotel on the Hotel Tract during the Initial Term hereof,
and in the event such failure continues for a period of thirty (30)
days after the City shall have served notice of such failure upon
Developer, then and in such event the City shall have the right,
exercisable by written notice delivered to Developer, to cancel
Developer's right to operate and manage the Conference Center and to
terminate the terms and provisions of Article 10 relating to such
arrangement, whereupon the City shall become vested with full
responsibility for the operation, management, maintenance and repair
of the Conference Center and the discharge of all obligations with
respect thereto previously allocated to Developer under Article 10
hereof and under any other provisions of this Agreement. In
addition, th.e City shall have the right to pursue whatever other
rights it may have at law or in equity.
For purposes hereof,
Developer shall be deemed to be operating the Hotel as a hotel
during any period of renovation or, following any casualty, the
period pending settlemenc with the insura.nce carrier and during any
period in which Developer is diligently pursuing. reconstruction or
restoration of the Rotel, or any temporary interruption in the
operation of the Hocel after it opens for bus iness due co strikes,
acts of God, national emergency or civil disorder, or other act of
force maj eure, even though the Hotel may not be open for bus ines s
with the public during such periods.
bLUV~~ ~ UHvl~, ~.H.
TEL I'~o,
404 251 7152 Jun 06,89 10:06 P,24
. "
< "
i
I
'ASSIGNMENT TRANSFER AND MORTGAGE.
,
ARTICLE 16.
Section 16.1. Transfer of Tracts. If during the Term any Tract
is sold or otherwise transferred, such transfer shall be subject to
this Agreement and the transfe.ree shall be bound by its transferor's
obligations hereunder as fully as if such transferee were originally
a party hereto.
If any Party aha 11 trans fer or convey its entire
Tract, such Party shall..Wl.t.. be released from..!ll!.Y. further liabili~y
arising under this Agreement in respect of any period after the date
of such transfer or conveyance without the written consent of the
.other party.
Section 16.2.
Financing - Limitation of Mortgagee Liability.
Notwithstanding
anything
to
the contrary
contained
in
this
Agreement, any Party may finance i~s property or sell and lease back
or lease and sublease back its property subject to this Agreement>
and, in conjunction therewith, may convey and/or assign (either
absolutely or conditionally) all of its rights and interests under
this Agreement to any such mortgagee or Lessor.
This 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 Site. 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 Les see I s property) but upon any such trans fer or
further lease the transferree or sublease shall be subject to ~he
Page 46
I~ L (I '.,:E F~ :? Ii H '.,.' 1 ':" F. H .
TEL r'~o.
404 251 7152 Jun 06.89 10:06 P ~~
terms of this Agreement. Exceot as sDecificall y provided in this
Agreement, no Mortgagee shall have any personal or corporate
liabilicy with regard to any provision of this Agreement during che
period of such Mortgagee I s ownership or possession of any property
encumbered hereby, any such Mortgagee's liability hereunder being
limited to its interest in any Tract, any improvements erected
thereon, and the rents and other income derived therefrom.
Sect ion 16.3. Ass ignment to Authori~. . Regard less of anything
~ontained herein to the contrary, the City shall have the right to
.ct;,raC!Efer.1. lease. convey and/or assign to the Authority any and all
~ights. duties and obli~ations which the City may have with respect
-.t:o the constrllcr:ion, nperAr:ion And maintep~nce of the Parking
and lease conve ance and/or
assignment and the acceptance of the same by the Authoritv. the City
hall be released from an and all res onsibilit therefor under the
terms of this ARreement.
ARTICLE 17. TERM.
Unless sooner terminated pursuant to the provisions hereof, this
Agreement and t.he rights and obligations of the Parties hereunder
shall continue and shall remain binding upon the Parties from the
date hereof until December 31, 2025 (the If Initial Term").
Thereafter, this 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 BO long as the Hotel
Improvements shall continue to be operated as a hotel unless all
';LQi'E~.,8 IIH',/I.:,. F'.H.
TEL 140.
i
4(142517152 Jun CJb.2:9 1CJ:07 F..2t,
. .-
. . I....
. .
..
I ;
Parties shall agree in ~riting to terminate this Agreement.
Additionally, (i) upon the request of any Party ~hich secures or has
secured financing for construction of its portion of the Project,
which financing extends beyond the then date of termination of the
then current Term hereof, such Term shall automatically be extended
up to and including the final maturity date of such financing, and
(ii) upon the request of Developer, if Developer enters into or has
entered into any franchise agreement with respect to the Hotel the
I:erm of wnich franchise agreement extends beyond the then date of
termination of the then current Term hereof, such Term shall
automatically be extended up to and including the date of
termination of the term of such franchise agreement.
All reques ts
effecting automatic extensions as provided in the preceding sentence
shall be given by notice in writing to all Parties hereto in
accordance with the provisions of Section 18.1 below.
ARTICLE 18. NOTICES.
Section 18.1. Any notice, request, demand, approval or consent
given or required to be given under this 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,
'P ~H70 L1. R
I:,LCf,,/EF: '::: DA',.)I'~;, F'.A.
TEL I',jo.
~ 404 251 7152 Jun 06,89 10:08
F' .',/
. ~ I
, ,>
. ,
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:
The Honorable Charles A. DeVaney
Mayor, City of Augusta
Ci~y County Municipal Bldg.
Augusta, Georgia 30911
In the case of the Developer to:
Augusta Riverfront Limited Partnership
c/o Morris Communications, Inc.
With a copy to:
Bailey & Associates
6190 Powers Ferry Road
Suite 100
Atlanta, Georgia 30339
Attention: Mr. William F. Bailey, Jr.
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 18.2. Notice of Mortgagees.
Each Party giving notice
of a default under this Agreement shall send by registered or
certified United Scates mail, postage pre-paid, a copy of such
notice to any holder of a Mortgage on the property or improvements
of the Part:y 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
'D~ -D '10
GLDYE~ & D8VIS, P.8.
TEL No.
404 251 7152 Jun 06,89 10:08
F'~'Q
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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
lacer chao sixty (60) days after a copy 0 f the not ice 0 f defaul t
shall have been sent to such holder, provided that in the case of a
defaul t which cannot with diligence be remedied within such period
of sixty (60) days, such Holder shall have such additional period as
may be necessary to remedy such default with diligence and
continuity.
ARTICLE 19. MISCELLAN~US.
Section 19.1. Amendmen~s and Modifications. This 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
sha 11 be provided to each Party hereto t even if a Party is not: a
signatory to such modification or amendment.
Section
19.2.
References
to
Articles,
Sections
and
Subsections.
All references herein to a given Article) Section,
subsection or subparagraph refer to the Article, Section subsection
or subp~ragraph of this Amendment.
Section 19.3.
T able of Contents and Capt ions.
The table. of
contents and captions of this Agreement are inserted only as a
matter of convenience and for reference. They do not define, limit
or describe the scope of intent of this Agreement and they shall not
affect the interpretation hereof.
'0",..."" c;n
. '-' .
404 251 ;152 ]un 06.89 10:09 P.29
.
SeCtion
19.4.
Locative
Adverbs.
The
adve rbs
"herein" ,
"herein",
"hereto"
J
"hereby" J "hereinafter", and like words wherever
the same appear herein, mean and refer to this Agreement in its
entirety and not to any specific Article, Section or subsection
h~reofJ unless o~herwise specifically indicaced.
Section 19.5. Waiver of Default. A waiver of any default by a
Party mUSt be in writing, and no such waiver shall be implied from
any delay or omission by a Party to take any action in respect of
such default. No express written waiver of any default shall affect
period of time specified in such express waiver.
any default or cover any period of time other than the default and
written waivers of any default in the performance of any provisions
of this Agreement shall not be deemed to be a waiver of any
One or more
subsequent default in the performance of the same provisions or any
ocher term or provision contained herein.
The consent: or approval
by a Party to or any act or request by another Party requiring
consent or approval shall not be deemed to waive or render
unnecessary the consent or approval to or of any subsequent similar
act or requests.
Section 19.6. A reement for Exclusive Benefit of Parties. The
provisions of this Agreement are for the exclusive benefit of the
Part ie s , the ir SUcce s Sor s and as signs, including their Mortgagees.
and are not for the benefit of any person not a Party.
Page 51
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404 ~51 7152 Jun 06,8~ 10:09 P.30
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Section 19.7. No Pa.rtnership, Joint Venture or Principa.l-Agent
Relationship.
Neither anything in this Agreement nor any acts of
the Parties shall be deemed by the Parties or by any third person,
to create the relationship of principal and agent, or partnership,
of joint venture or of any association between the Parties.
Section 19.8.
Estoppel Certificates.
Any Party shall, from
time to time, upon not less than thirty (30) days' notice from any
other Party, execur:.e and deliver to such other Party a certificate
in recordable form stating, if such be the case, that this Agreement
is unmodified and to the best of its knowledge in full force and
effect or t if modified, that this Agreement is in full force a.nd
effecr:., as modified, and stating the modification and stating
whether or not, to the best of its knowledge, the Party requesting
such certificate is in default in any respect under this Agreement,
and if in default, specifying such default.
Section 19.9.
Successors and Assigns.
All the terms of this
Agreement shall be binding upon and inure to the benefit of the
respective successors and assigns of the Parties.
Section 19.10.
Governing Law.
This Agreement shall
be
construed and governed in accordance with the laws of the State of
Georgia.
Section 19.11
Covenants Run with the Land.
To the fullest
extent legally possible, the covenants, agreements, restrictions and
easements described in this Agreement shall run with and be
enforceable against boch the covenantor and che land and constitute
Page 52
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404 251 7152 Jun 06,89 10:10 P,31
equitable servitudes as between the property of the respective
covenantor, as the servient tenement, and the property of the
respective covenantee, as the dominant tenement. Unless the content
indicates otherwise, every covenant, easement, agreement and promise
of each Parcy as set forth in this Agreement shall be deemed a
covenant, easement, agreement and promise made for the joint and
several benefit of the other Parties t and every duty of each Party
as set forth in this agreement shall be deemed to run for the joint
and several benefit of the other Parties.
Section 19.12.
Dedication.
Nothing herein contained shall be
deemed a gift or dedication of any part of the Hotel Tract or the
Office Tract or the Parking Tract to the general public, or for the
general public, or for any public purpose whatsoever, it being the
intention of the Parties that this Agreement shall be strictly
limited to and for the purposes herein expressed.
Section 19.13. Counterparts. This Agreement shall be signed in
several couuterparts, each of which shall be deemed an original, and
all such counterparts shall constitute one and the same instrument.
Section 19.14.
Partial Invalidity.
If any provision of this
Agreement or the application thereof to any Party or circumsta.nces
shall to any extent be invalid or unenforceable, such provision and
all remaining provisions of chis Agreement nevertheless shall be
valid and enforceable to the fullest extent permitted by law.
Section 19.15. Recordin~ of Agreement. The Parties agree that
this Agreement shall be recorded in the real estate records of
Richmond County, Georgia.
Page 53
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404 251 7152 Jun 06.89 10:11 P.32
Section 19.16.
Business Days.
Whenever a date expressed in
this Agreement shall OCcur on a Saturday) Sunday or state or federal
holiday, such date shall be extended to the next business day
following such date.
Sect:ion 19.17.
Merger of Prior Agreements.
This Agreements
supersedes all prior agreements and understandings between the
Parties hereto relating to the subject matter hereof. and no
between the Parties not embodied herein or in documents of even date
representations, inducements. promises or agreements, or otherwise,
herewith or entered into subsequent to the date hereof shall be of
any force or effect.
Agreement the day and year first above written.
IN WITNESS WHEREOF) the Parties hereto have executed this
CITY;
CITY OF AUGUSTA, GEORGIA
By;
Charles A DeVaney, Mayor
DEVELOPER:
AUGUSTA RIVERFRONT
PARTNERSHIP
LIMITED
BY; Azalea Development Corporation.
General Partner
By;
Its:
By: B&A Augus'ta Limited
Partnership. General Partner
By: Bailey Augusta. Inc.) general
partner
By:
1ts:
President
0171s
Page 54
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~X.ttI5-LT :]
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(P/7/f'9
-,+,
STATE OF GEORGIA
COUNTY OF RICHMOND
UDAG CITY/DEVELOPER AGREEMENT
THIS AGREEMENT made and entered into this the ____ day
of , 1989, by and between the CITY COUNCIL OF AUGUSTA,
GEORGIA, a municipal corporation under the laws of the State of
Georgia,
(the
"City"),
and
AUGUSTA
RIVERFRONT
LIMITED
PARTNERSHIP, (the "Developer");
WIT N E SSE T H:
WHEREAS, City has entered into an agreement with the
United states Department of Housing and Urban Development,
("HUD"), which agreement awards to City an Urban Development
Action Grant (UDAG No. B-87-AA-13-0095), (the "UDAG"), ,in the
total amount of SEVEN MILLION, FIVE HUNDRED SIXTY-TWO THOUSAND,
FOUR HUNDRED FIFTY-FOUR DOLLARS ($7,562,454.00); and
WHEREAS, Developer will borrow from City an amount
equal to the total amount of the UDAG (the "UDAG Loan") received
by City,
and will use the proceeds thereof as partial
construction/permanent financing for development of a proj ect
known as "The Augusta Riverfront Project", and will construct
improvements upon land located in the City of Augusta, State of
Georgia, located in downtown Augusta between Reynolds Street and
the Savannah River, bordered to the east by Ninth Street, and to
the west by Tenth Street, all as more particularly described in
Exhibit "A" of the UDAG Security Deed and Security Agreement (the
.~
"UDAG Security Deed") of even date, (said property hereinafter
referred to as the "Project Site"); a copy of said UDAG Security
Deed and Security Agreement being attached hereto as Exhibit "A";
WHEREAS, the Developer will construct an office
building containing approximately 128,000 square feet of office
space (the "Office Building Component"); and a 225 room hotel
(the "Hotel Component"); and the City will provide or cause to be
provided a certain amount of funding to be used toward the
construction of a 28,000 square foot conference center (the
"Conference Center Component", parking facilities providing not
less than 975 parking spaces (the "Parking Component"), and the
extension of the Riverwalk to the western border of the Project
site (i.e., Tenth Street), (the "Riverwalk Component"); said
components collectively hereinafter are referred to as
"Improvements"; the Project site and Improvements together
hereinafter are referred to as the "Project Elements";
WHEREAS, Developer shall provide private financing in
addition to the UDAG Loan, for development of the Office Building
and Hotel Components, and City shall provide or cause to be
provided financing for the Conference Center in an amount not to
exceed $3,900,000, and shall provide financing for the Riverwalk
Components, as well as certain street improvements, all as set
forth below;
WHEREAS, the parties hereto acknowledge that the UDAG
Grant Agreement between City and HOD, among other things,
requires City to enter into this written agreement with
2
."
Developer, setting forth the obligations of the participating
parties with reference to the development and financing of the
Project Elements, and requires Developer to execute other
documents, which together set forth the terms and conditions
under which the UDAG Loan will be disbursed to the Developer;
WHEREAS, the parties acknowledge that City shall have
no obligation to disburse any funds pursuant to this Agreement or
perform any other duties hereunder, should UDAG funds not be
disbursed by HUD to the City for any reason whatsoever.
NOW, THEREFORE, for and in consideration of the mutual
covenants and conditions herein contained, the parties do agree
as follows:
1. The Developer shall:
(a) complete the Developer's portion of the Project
Elements on the Project Site, in accordance with the provisions
of Exhibit "A" hereto, at a total cost of not less than
$33,810,729 pursuant to Exhibit "D" of the UDAG Grant Agreement,
using not less than $20,000,000 of private loan funds, not less
than $6,248,275 of Developer's cash equity funds (including
$525,000 of land value ascribed by HUD to a portion of the
Project Site) and not more than $7,562,454 of UDAG Funds;
(b) borrow from Lender not less than $20,000,000 for
financing the Project;
(c) invest not less than $6,248,275 of equity funds in
the Project;
3
~
(d) borrow from City not more than $7,562,454 of UDAG
Funds for financing the Project, to be secured by UDAG Security
Deed conveying all land, buildings, fixtures, equipment and other
assets of Developer comprising the Project and not subordinated
to any interest except the first mortgagees) in an original
principal amount not to exceed $21,550,000, plus any further
advances by the mortgagee (s) which are invested in the proj ect
and are required for its completion;
(e) unconditionally and irrevocably guarantee the
completion of the Project in accordance with the schedule set
forth in Exhibit "F" to the UDAG Agreement as the same may be
hereafter amended;
(f) provide City and/or HUD with any information
requested by either City or HUD, which information shall, in the
opinion of either City or HUD, be necessary to monitor or
determine compliance by Developer with any of Developer's
obligations herein contained, or relating to said UDAG Grant
Agreement;
(g) comply with all other obligations imposed upon
Developer under the UDAG Agreement as amended.
(h) lease to the City or the Downtown Development
Authority for such term as the City or the Downtown Development
Authority shall reasonably request at a rental of $1.00 per year
those areas of the project designated for surface parking. This
lease shall contain reservations in favor of the Developer to
4
.'
substitute, from time to time, in whole or in part, other
suitable parking areas or spaces and obtain releases of
comparable spaces from the terms of said lease.
2. The city shall:
(a) lend to Developer the sum of $7,562,464 in UDAG
Grant Funds which shall be used as set forth in Exhibit "0" to
the UDAG Agreement for construction of the Developer's portion of
the Project Elements; and
(b) use not less than $9,906,000 of city funds to
finance the construction of the following:
(i) a 28,000 square foot conference center to be
constructed, furnished and equipped at a cost not to exceed
$3,900,000 ; title to said conference center together with all
furnishings, fixtures and improvements to be vested in City;
(ii) surface parking areas and a 635 space parking
deck both to be constructed and/or equipped at a cost not to
exceed the sum of $3,816,000; title to said parking facility to
be vested in city or at the option of the City, in the Downtown
Development Authority and the land upon which is located the
surface parking shall be leased to the City and/or said Authority
for a rental of $1.00 per year;
(iii) certain street improvements to Ninth street
and Tenth street serving the proj ect at a cost not to exceed
$1,300,000;
5
(iv) 990 feet of Riverwalk Improvements along
property owned by City along the Savannah River between Eighth
Street and Tenth Street;
(c) comply with all requirements and obligations
undertaken by city in the UDAG Grant Agreement.
3. The UDAG Loan. The UDAG Loan shall be made
subject to the legal operation and effect of the UDAG Promissory
Note of even date between the parties, and said UDAG Promissory
Note is, by this reference, incorporated herein, and made a part
hereof.
(a) Interim UDAG Loan.
(i) Term. Term of the Interim UDAG Loan shall
commence upon the initial disbursement of Grant Funds, but in no
event later than July 1, 1989, and shall end upon the completion
of construction, but in no event later than September 30, 1991.
(ii) Principal. The principal amount of the
Interim UDAG Loan shall be no more than $7,562,454.00.
(iii) Interest. There shall be no interest.
(iv) Disbursement/Ratio. Disbursements of UDAG
Loan Funds shall be based on vouchers submitted by Developer,
verified by City, and certified by the architect, construction
manager, or other certifying official acceptable to City. All
submissions by contractors of monthly requisitions shall be on
AIA Forms 702 and 703 or their equivalent.
No disbursement of the UDAG Loan shall be made until:
6
(a) Developer has furnished City with an
ALTA Loan Policy of title insurance in the original principal
amount of the UDAG Loan, insuring that city is the holder of a
lien on the Project Site, free of encumbrances and other
exceptions to title other than those approved in advance by City,
and not subordinated to any interest except that the Developer
may obtain construction and/or first mortgage financing of up to
$21,550,000.00.
(b) Developer has furnished City with a
Builder's Risk and Fire Insurance policy or policies duly
endorsed to indicate City as an insured secured party.
(c) All of the requirements for draw down of
Grant Funds set forth in Paragraph I (b) of Exhibit "F" to the
UDAG Grant Agreement have been satisfied.
(d) Developer has expended not less
of cash equity funds for Eligible Costs of
$500,000.00
Project.
than
the
After the above requirements have been satisfied, UDAG
Loan funds may be drawn down and disbursed for use in accordance
with Exhibit "D" to the UDAG Grant Agreement in a ratio to
countable private funds of not more than $1.00 of UDAG Loan Funds
to $3.25 of countable private funds expended on the Project,
including the funds above required to be expended prior to
disbursement of UDAG Loan Funds. "Countable private" funds means-
the funds described on line "r" of Exhibit "D" to the UDAG Grant
Agreement.
7
(b) Permanent UDAG Loan.
(i) Term. Term of the Permanent UDAG Loan shall
be thirty (30) years commencing upon completion of construction,
but in no event later than september 30, 1991.
(ii) Principal. The principal amount of the
Permanent UDAG Loan shall be the amount disbursed under the
Interim UDAG Loan.
(iii) Interest. The interest rate shall be 0% per
annum.
(iv) Repayment. There shall be no requirement for
payments of principal during the term of the Loan. There shall
be a single payment of the Principal at the end of the Loan Term.
(v) Contingent Interest/Participation in Cash
Flow. Beginning in the fifth year of the Loan Term ?nd annually
thereafter throughout the remainder of the Term of the Permanent
UDAG Loan, Developer shall pay to City 20% of the Net Annual Cash
Flow of the project. "Net Annual Cash Flow" means all operating
income and receipts of the Project less (1) debt service on the
first priority financing, if any, (2) real estate taxes, (3)
reasonable operating expenses (including a management fee not to
exceed 5% of operating income) allowable for Federal income tax
purposes, but excluding reserves for capital improvements,
depreciation and other non-cash items, and (4) a 15%
non-cumulative return to Developer on Developer's documented cash
equity funds invested in the Project, including the value
ascribed by HUD to a portion of the Project site of $525,000.00
8
and certified cash equity invested for operating losses in years
one (1) through four (4) of the operations. Participation
payments shall be due within ninety (90) days of the end of each
operating year of the Project.
(c) Security. The UDAG Loan shall be secured by a
securi ty deed in such form as is selected by city in favor of
City upon all land, buildings, fixtures, equipment and other
assets of the Developer comprising the Project, the "UDAG
Security Deed", of even date herewith, and said UDAG Security
Deed is, by this reference, incorporated herein, and made a part
hereof. The security position of the City may be subordinated
only to the First Mortgage(s) in an amount not to exceed
$21,550,000, plus any further advances by the mortgagee(s) which
are invested in the Project and are required for its completion.
(d) Participation in Sale or Refinancing. Developer
shall pay to City 20% of the Net Proceeds from any sale or
disposition in whole or part of the Project or from any
syndication or refinancing, except refinancing allowed pursuant
to a call or takeout provision in the First Mortgage (s) . "Net
Proceeds" shall be defined as all proceeds received less (1)
repayment of the first priority financing (if applicable), (2)
repayment of the UDAG Loan, (3) Developer's documented reasonable
costs of sale or refinancing, and (4) repayment of documented
Developer's cash equity funds invested in the Project including
the value ascribed by HUD to a portion of the Project site of
$525,000.
9
'-
(e) Acceleration of UDAG Loan. The entire principal
balance of the UDAG Loan shall become immediately due and payable
upon the (1) bankruptcy or reorganization of the Developer under
the Bankruptcy Code, (2) dissolution or liquidation of the
Developer, (3) syndication of the Developer (except a one-time
syndication of the Developer, pursuant to subsection (g)), (4)
change in ownership of the general partnership interest or
transfer of 50% or more of the corporate stock or controlling
interest in the Developer, or (5) refinance, sale, partial sale,
exchange, transfer, sale under foreclosure, or any other
disposition of the Project Site, improvements or capital
equipment situated thereon. No improvements or capital equipment
situated on the Project site shall be removed, demolished, or
materially altered, without prior written consent of City, except
that Developer shall have the right, without such consent, to
remove and dispose of, free from any lien of City, such equipment
as from time to time may become worn out or obsolete, provided
that simultaneously with or prior to such removal any such
equipment shall be replaced with other equipment of value at
least equal to that of the replaced equipment and free from any
title retention or other encumbrance unless permitted in
paragraph (c) above, and by such removal and replacement
Developer shall be deemed to have subjected such equipment to the
lien of City.
10
(f) Guarantee. Developer shall unconditionally and
irrevocably guarantee the completion of the Developer's portion
of the Project, and shall unconditionally and irrevocably
guarantee the repayment of the UDAG Loan until the date of
construction completion.
(g) Excess Syndication Proceeds. city shall be
entitled to receive sixty percent (60%) of the Excess Syndication
Proceeds from the Proj ect. "Excess Syndication Proceeds" means
the amount of net syndication proceeds either owed to or received
by the general partner (s) from the limited partner investor (s)
that results in a surplus of receipts not required to complete
the Project and is in excess of $6,248,275.00 of cash equity
committed to be invested in the Project (plus any additional
equity funds required to complete the Project) and a recognized
equity contribution of the Project site of $525,000.00 (including
$525,000 of land value ascribed by HUD to a portion of the
Project Site). "Net syndication proceeds" means all syndication
proceeds received. less arm's length, third. party costs of the
syndication such as legal, accounting, closing, printing,
syndication, brokerage and marketing fees.
(h) Annual Accounting. Developer shall deliver a
statement to City from an independent certified Public/Accountant
within ninety (90) days of the close of each operating year
during the Term of the Permanent UDAG Loan, certifying:
11
(1) Operating income and receipts of the Project;
(2) Operating expenses allowable for Federal
Income Tax purposes;
(3) Net Annual Cash Flow;
(4) Developer equity invested in the Project;
(5) Net Proceeds;
(6) Gross syndication proceeds, if applicable;
(7) Net Syndication Proceeds, and a statement of
allowable deductions used to determine said
amount, in accordance with subsection (g)
above, if applicable;
(8) Excess syndication Proceeds; and
(9) The amount of participation in Net Annual
Cash Flow, Net Proceeds, and Excess
syndication Proceeds due city.
4. Assurance of Governmental Approvals. City and
Developer both mutually hereby warrant that each has obtained or
has reasonable assurance that it will obtain all federal, state,
and local governmental approvals and reviews required by law to
be obtained by either City or Developer for the Project.
5. Completion of Project. Developer hereby
acknowledges that HUD in selecting City for award of said UDAG
has relied in material part upon the assured completion of the
Project, and Developer hereby assures City that such activities
will be completed by Developer within the time frame herein set
12
forth.
The Project Elements shall be constructed in accordance
with the UDAG Grant Agreement, Exhibit "F", which provides for
-J
the following schedule:
Activity
Commencement Date Completion Date
Private
Construction
January 13, 1989 September 30, 1991
Public
Construction
September 30, 1989 September 30, 1991
Notwithstanding any provision to the contrary in this
Agreement, Developer's construction of the Project Elements must
be carried forward expeditiously wihout interruption and with
adequate forces to achieve completion by the completion date.
6. Creation of Jobs. Developer agrees to use its
best efforts to create or cause to be created within seventy-two
(72) months from preliminary approval of the application for UDAG
Funds for this Project (September 30, 1987), the jobs referenced
in Exhibit "A" of the UDAG Grant Agreement.
Developer agrees to
report to City, as HUD may from time to time require, the number
and kinds of such jobs created or caused to be created and
filled.
7.
Maintaining
Records
and
Right
to
Inspect.
Developer hereby agrees to keep and maintain books, records, and
other documents relating directly to the receipt and disbursement
of UDAG Funds and hereby agrees that any duly authorized
representative of City or of HUD or Comptroller General of the
United States shall, at all reasonable times, have access to and
the right to inspect, copy, audit, and examine all such books,
13
records, and other documents of Developer until the completion of
all close-out procedures respecting this Loan and the final
settlement and conclusion of all matters arising out of the UDAG
Loan herein referenced.
Developer hereby agrees that any duly authorized
represenative of the Secretary of HUD shall, at all reasonable
times, have access to any portion of the Project in which
Developer is involved, until the completion of all close-out
procedures respecting this Grant.
8.
Notices. All required notices,
requests,
and
demands upon the respective parties hereto shall be in writing
and shall be sent by hand delivery, express mail, or messenger,
or registered or certified mail with return receipt requested, to
the following addresses, or to such other addresses as may be
designated by written notice, duly mailed:
(a) To City:
Mayor, City of Augusta
City-County Municipal Building
530 Greene Street
Augusta, Georgia 30911
Copy To:
Director, Office of Economic Developments
City of Augusta
City-County Municipal Building
Augusta, Georgia 30911
(b) To Developer:
Augusta Riverfront Limited Partnership
c/o Azalea Development Corporation
Post Office Box 936
Augusta, Georgia 30913
14
Copy To:
B & A Augusta Limited Partnership
6190 Powers Ferry Road, NE
suite 100
Atlanta, Georgia 30339
9. Assignment or Succession Developer agrees that no
transfer of UDAG Funds by City to Developer shall be, or be
deemed to be, an assignment of UDAG Funds, and Developer shall
neither succeed to any rights, benefits, or advantages of city
under its UDAG Grant Agreement with HUD nor attain any rights,
privileges, authorities, or interests in or under the aforesaid
UDAG Grant Agreement.
10. Approval of Amendments. During the term of the
Loan provided for herein, and until Project close-out by HUD,
this contract shall not be amended in any material respect after
its approval and acceptance by HUD without the prior written
approval of HUD. The term "material", as used herein, shall mean
anything which cancels, or reduces by more than ten percent
(10%),
any
developmental,
construction,
job-creating,
or
financial obligation of Developer changes the site or character
of any
development activity,
or increases
any time
for
performance by a party by more than thirty (30) days.
11. Disclaimer of Relationships. The parties hereto
acknowledge that nothing contained in the UDAG Grant Agreement
between City and HUD or in this contract between City and
Developer, nor any act of HUD, City, or any of the parties to any
of the aforesaid agreements, shall be deemed or construed by any
15
'~
'\
of the parties, or by any third persons, to create any
relationship of third-party beneficiary, principal and agent,
limited or general partnership, or joint venture, or of any
association or relationship involving HUD.
12 . Limitation of Liabili ty. All parties hereto
acknowledge that city shall not be liable to Developer or to any
other party except HUD for completion of, or the failure to
complete any activities which are part of the Project with the
exception of the Loan required to be made by City to Developer
and all other obligations set forth in paragraph numbered 2
hereof.
13. Conflict of Interest. The parties hereby agree
that except for approved eligible administrative and personnel
costs, no member, officer, or employee of City or its designees
or agents, no consultant, no member of the governing body of
city, and no other public official of city who exericses or has
exercised any functions or responsibilities with respect to the
Project during his tenure, or who is in a position to participate
in a decision-making process or gain inside information with
regard to the Project, shall have any interest, direct or
indirect, in any contract or subcontract or the proceeds thereof,
for the work to be performed in connection with the Project or in
any activity or benefit therefrom which is part of the Project at
any time during or after his tenure.
16
" ,-
14. proj ect Signs. Developer agrees to erect on the
Site of the Project one or more signs indicating that the Project
is assisted in part by HUD Urban Development Action Grant Funds.
Any such signs shall be approved by City prior to erection and
shall be consistent with criteria now or hereafter established by
HUD.
15. Execution in Counterparts. This Agreement may be
executed in any number of counterparts. All such counterparts
shall be deemed to be originals and together shall constitute but
one and the same instrument.
16. Governing Law. This Agreement as it may affect
the rights, remedies, duties, and obligations of the Secretary of
HUD shall be governed and construed by federal law. Insofar as
federal law does not apply, the provisions of this Agreement
shall be governed and construed by the laws of the State of
Georgia.
17. Entire Agreement. This Agreement, including the
provisions of the UDAG Promissory Note and UDAG Security Deed,
which have been incorporated by reference herein, constitutes the
entire agreement between the parties hereto; provided, however,
that in the event that the UDAG Grant Agreement calls for any
additional duties or obligations to be imposed upon or performed
by Developer in addition to those specified herein, Developer
agrees to fully comply with the same, it being agreed that in the
17
event of any conflict between the terms of this Agreement and the
terms of the UDAG Grant Agreement, as the same may be amended,
the terms of the UDAG Grant Agreement shall control.
18. Indemnification. Developer
hereby
agrees
to
indemnify and hold forever harmless City from any and all loss,
damage, and liability, including reasonable attorney's fees it
may incur or sustain as a result of Developer's failure to
perform its obligations hereunder.
19. Time of Essence. Time is of the essence of this
Agreement.
20. Definitions.
Capitalized terms are defined in
Schedule "BI', attached hereto and made a part hereof.
IN WITNESS WHEREOF, the parties hereto have caused the
execution of these presents by the duly authorized officers and
the corporate seal affixed on the date first above written.
AUGUSTA RIVERFRONT
LIMITED PARTNERSHIP, Developer
BY: B&A AUGUSTA LIMITED
PARTNERSHIP, Managing Partner
BY: Bailey Augusta, Inc.
Its General Partner
BY:
AS ITS
ATTEST:
AS ITS
18
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II
[X+lleIT C
i
CONSTRUCTION MANAGEMENT AGREEMENT
STATE OF GEORGIA
COUNTY OF RICHMOND
THIS AGREEMENT, made and entered into as of this
day of
, 1989, between the CITY COUNCIL
OF AUGUSTA, GEORGIA, a Georgia municipal corporation (the "Owner") ,
and BAILEY & ASSOCIATES, a Georgia general partnership consisting
of Bailey Realty, Inc. and Batson-Cook Development Company (the
"Manager"), as partners,
WIT N E SSE T H:
WHEREAS, Owner is the present owner and/ or lessee of
certain real property situate, lying and being in the City of
Augusta, Georgia, more particularly described on "Exhibit A"
attached hereto, incorporated herein and made a part hereof by
reference (the "Property"); and
WHEREAS, Owner is desirous of constructing on the
Property in conjunction with the construction of a hotel and office
building on adjacent property by Augusta Riverfront Limited
Partnership,
but not otherwise,
a convention center
(the
"Convention Center") and related parking deck and facilities (the
"Parking Facilities") (the Convention Center and the Parking
Facilities collectively the "Improvements") and wishes to engage
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the services of Manager to provide coordination expertise for the
development and construction of the Improvements on the Property;
and
WHEREAS, Owner and Manager. wish to enter into this
Agreement to set forth the terms and conditions to which they have
agreed;
NOW THEREFORE, in consideration of the mutual covenants
and benefits flowing to and from each of the parties hereto, it is
hereby agreed as follows:
1. The following definitions shall be applicable to the
terms and conditions hereof:
( a)
Accountants:
The firm of certified public
accountants selected by Owner for the Project.
(b) Architects: The architectural firm of Smallwood,
Reynolds, Stewart, Stewart & Associates, Inc., Parking and Planning
Consultants,' Inc. and/or such other architectural firm(s) as may
be selected by Owner to provide architectural services for the
Project.
(c) Attorneys" The law firm(s) selected by the Owner
to provide legal services for the Project.
(d) Improvements: The Convention Center and the Parking
Facilities.
(e) Construction Contracts: A lump sum contracts for
construction of the Convention Center and the Parking Facilities
to be entered into between the General Contractor and the Owner or
its assignee.
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(f)
Consulting Engineers:
Those engineers and
engineering firms selected and employed by the Architects to
perform engineering services for the Project.
(g)
Manager:
Bailey & Associates, a Georgia general
partnership composed of Bailey Realty, Inc. and Batson-Cook
Development Company as partners.
(h) General Contractor: The general contractor chosen
by the Owner to construct the Improvements; the General Contractor
shall be judged by the Owner to be the lowest and best bidder from
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a prequalified list of construction companies.
(i) Convention Center: The convention facility to be
designed by the Architects for construction by the General
Contractor on the Property; the Convention Center is anticipated
to contain approximately 28,000 square feet of space.
(j)Parking Facilities: The parking deck and on-site
parking facilities to be designed by the Architects for
/
construction by the General Contractor on the Property; the Parking
Facilities are anticipated to contain approximately 775 parking
spaces.
(k)
Owner:
The City Council of Augusta, Georgia, a
Georgia municipal corporation.
(1) Project: The development and construction of the
Improvements on the Property in accordance with the provisions of
the respective Project Budgets.
(m)
Project Budgets:
A budget in the amount of
$3,900,000.00 for the development, design, and construction of the
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fixtures and equipment reasonably required for the operation of
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Conference Center and the payment of the cost of all furnishings,
such Conference Center facility, ("Conference Center Project
Budget") and a budget in the amount of $3,816,000.00 for the
development, design, construction, and equipping of the Parking
Deck and on-site parking facilities, including all fixtures and
equipment to be utilized therein ("Parking Facility Project
Budget"); a copy of the Convention Center Project Budget and a copy
of the Parking Facilities Project Budget will be developed by
Manager for approval by Owner and once approved, a copy of same
(with the approval of Manager and Owner noted thereon) shall be
attached hereto as "Exhibit B".
(n) Project Cost: The actual cost of all those items
delineated on the Project Budget for each project.
(0) Project Savings: The savings, if any, between the
estimated cost of the items set forth on each Project Budget and
the actual cost thereof (as determined upon completion of same).
(p) Property: All that certain tract or parcel of land
situate, lying and being in the City of Augusta, Georgia, and more
particularly described on "Exhibit A" attached hereto, incorporated
herein and made a part hereof by reference.
2. Owner, upon the terms hereinafter stated, hereby
engages the services of Manager for development and construction
coordination for the Improvements, as of the effective date hereof.
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3. Manager, as an independent contractor, will provide
the following construction management services to Owner with regard
to the Improvements and the Property:
(a) Manager will provide coordination services among the
Architects, the General Contractor(s), Consulting Engineers,
Accountants, Attorneys and applicable governmental departments
during the development and construction phases of the Improvements.
In this regard, Manager will endeavor to insure proper performance
by each of said persons or entities in order to complete the
Improvements in accordance with construction plans and
specifications approved by Owner therefor.
(b) Attached hereto as "Exhibit C" are preliminary
plans, specifications and descriptions which define the scope of
the Project (the "Project Scope") including the number and quality
of the "first class" furnishing, fixtures and equipment which the
parties deem appropriate to be installed in or placed in the
Improvements. Without changing the Project Scope (unless
authorized in writing by Owner), Manager will coordinate the design
services to be rendered by the Architects to cause final plans and
specifications in biddable form to coordinate the design of the
buildings to be produced for public bidding by prequalified general
contractors. The Manager shall also coordinate the plans and
specifications for the bidding of the furnishings, fixtures, and
equipment to be installed in the Improvements. The Parking
Facilities Project and the Convention Center Project shall be bid
separately.
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(c) Manager will insure that all required surveying and
engineering services are provided for the Improvements and the
Property, and will provide all coordination and administration
services relative thereto.
(d) Manager will prepare for approval by Owner proposed
contracts with the Architects, the General Contractor (s), and all
other appropriate entities, and will coordinate all construction
phases for the Improvements and the Property. Manager will also
process and forward to Owner all progress payment requests from the
General Contractor(s) (with supporting documentation therefor as
reasonably requested by Owner, i.e., approved vouchers), prescribe
appropriate forms of documentation for such progress payment
requests, and generally represent Owner in all dealings with the
Archi tects and General Contractor (s) , its subcontractors,
suppliers, agents and employees.
(e) Manager will initiate, process, submit and obtain
approval of all necessary governmental permits for construction of
the Improvements, including, but not limited to, any permits or
applications relative to zoning, construction and occupancy of the
Improvements.
(f) Manager will negotiate and coordinate with all
applicable utility companies, whether governmental or private, for
the installation of all applicable utility services to the Property
and the Improvements to insure the furnishing of such utility
services to the Property and the Improvements on or before the date
of completion of the Improvements.
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(g) Manager will review and make recommendations for all
interior finishes and layouts for the core shell of the
Improvements.
(h) Manger will formulate separate Project Budgets for
the Convention Center and the Parking Facilities for approval by
Owner and shall make periodic reports, at least one each month, to
Owner, showing the then present status of said costs incurred with
respect to each such facility with a comparison to said estimated
budget costs. Said development cost statements shall include not
only the hard construction costs for the Improvements, but also all
other costs as set forth on the Project Budgets and associated with
the development and construction of the Property and the
Improvements.
As representative of Owner, Manager shall be
authorized to direct the provision of goods and services for the
Project within the budget parameters set forth on the Project
Budget.
(i) Manager will keep all records and documentation with
regard to the progress of the construction of the Improvements and
shall periodically, at least once each month, provide to Owner a
status report as to the status of construction of the Buildings.
(j) Manager will provide all administration and
development services relative to the Improvements throughout the
term of this agreement, and will secure from the Architects
appropriate certificates of completion and from the applicable
governmental authorities appropriate certificates of occupancy upon
the completion of construction of each of the Improvements.
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(k) Manager will coordi~ate and administer the
construction of the Improvements and shall be responsible for and
provide all generally recognized services for construction
coordination of the Improvements throughout the construction phase
thereof.
4. Manager acknowledges that as an integral part of the
services to be rendered by Manager hereunder, Manager is to
unconditionally and irrevocably guarantee to Owner and does hereby
unconditionally and irrevocably guarantee to Owner that the total
costs as set forth in the Convention Center Project Budget shall
not exceed the sum of $3,900,000.00 and that the total costs as set
forth in the Parking Facilities Project Budget shall not exceed the
sum of $3,816,000.00 and that said sums are sufficient for the
development, design, and construction of the Convention Center and
Parking Facilities, respectively, including the furnishing of and
the payment of the cost of such "first class" furnishings,
fixtures, and equipment as may be reasonably required to operate
the same. Included in such Project Budgets shall be all sums to
be paid to the Manager hereunder and all costs, fees, and expenses
to be incurred in obtaining financing for the Parking Facilities
in said amount of $3,816,000.00 if obtained through revenue bonds
to be issued by the Downtown Development Authority of the City of
Augusta including specifically, but not exclusively, all court
costs, legal fees, accounting fees, trustee's fees, underwriting
fees (if applicable), printing and usual and customary fees paid
to the authority issuing such bonds.
Owner and Manager each
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acknowledge that the total amount of the Project Budgets for both
the Convention Center and the Parking Facilities are based on the
understanding and agreement that the Project Scope is in accordance
with those preliminary drawings, plans, specifications, and
criteria prepared by the Architects and described on "Exhibit C"
attached hereto, incorporated herein and made a part hereof by
reference. Based on the above understandings, Manager guarantees
the completion of the design and construction of the Improvements
and the furnishing and installation of all furnishings, fixtures
and equipment therein for a cost not to exceed the costs set forth
on the respective Project Budgets, and in the event the same should
exceed the total cost of the Project Budgets, Manager shall cause
the same to be completed with Manager's own funds; provided,
however, that the following are conditions precedent to any of
Manager's obligations under this section:
(a) Owner must supply and advance or cause to be
supplied and advanced from time to time, but not more frequently
than monthly, for utilization by Manager during the construction
period, in accordance with a development and construction schedule
prepared by Manager, funds for the development and construction of
the Project which, in the aggregate, will equal to the total cost
of the Project as set forth on the Project Budget which will
reasonably represent work in place and materials stored on the site
less ten percent retainage pending completion and will be advanced
by Owner based upon requisitions approved by the Architect and by
Owner's Project representative;
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(b) The Project Scope as set forth in the final plans
and specifications prepared by the Architect, which must be
approved by both Owner and the Manager, shall not be increased
beyond that set forth on attached "Exhibit C" unless both parties
hereto agree to same;
(c) The General Contractor must be selected from a list
of Contractors preapproved by Manager. In this regard, Owner and
Manager acknowledge that after completion of the final plans and
specifications for the construction of the Project, Owner shall
furnish to Manager the list of general construction companies (and
the bond surety of each) seeking to be included on the preapproved
list of contractors to bid the construction of the Project. Owner
shall also furnish with respect to each of said companies such
information with respect to finances, experience, personnel, and
other pertinent subject and such other information and data as may
be requested by Manager, and Owner shall require representatives
of each of said companies to provide to Manager any other
information as may reasonably to requested by Manager.
within
fifteen (15) days after such list and information is furnished to
Manager, Manager shall notify Owner of any company (or surety)
which it does not approve; provided however, that Manager shall not
unreasonably withhold such approval.
Failure to so notify Owner
shall be deemed an approval of same; and
(d) As of the bid date for the construction of the
Improvements,
Augusta
Riverfront
Limited
Partnership
("Partnership") must let contracts for and have commenced
10
construction of and not ~ave abandoned or announced any delay its
plans to construct a hotel and office complex adjoining the
Improvements to the satisfaction of Owner.
5. As consideration and payment for the services to be
provided by Manager hereunder, Owner shall pay to Manager a fee
equal to the sum of the following:
(a) Three percent (3%) of the Project Cost; plus
(b) Twenty-five percent (25%) of the Project Savings.
The portion of said fee to be paid to Manager pursuant to
subparagraph (a) above shall be paid by Owner to Manager on a
monthly basis throughout the pre-construction and construction
terms of the Improvements, and shall be paid to Manager in direct
proportion to the payments to the General Contractor (s)
constructing the Improvements and the other third parties providing
services for the Project as set forth in the Project Budget at such
time as the General Contractor(s) shall draw its progress payments
for such construction or said third party shall receive payments
for such services, as applicable. The portion of said fee to be
paid to Manager pursuant to subparagraph (b) above, if any, shall
be paid to Manager at such time as all the items set out on the
Project Budgets to be performed have in fact been completed.
The Owner shall retain third-party architectural and
engineering representation, throughout the pre-construction and
construction terms of the Improvements. Such representatives shall
be present at meetings of architectural, engineering and
construction staff employed by the Manager and shall have on-site
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residence during the construction phase. Fees to be paid to such
third-party representative(s) shall also be included in and paid
from the Project Budgets, but shall not exceed one percent (1%)
thereof.
6. In the event that at the completion of the
Improvements in accordance wi th the approved plans and
specifications and all costs have been paid in full there shall be
Project Savings, same shall be distributed as follows:
(a) Twenty-five percent (25%) of same shall be paid to
Manager as provided in Section 5 above.
(b) Seventy-five percent (75%) shall be retained by
Owner.
7. In fulfilling its functions and duties as required
hereunder, Manager shall employ personnel of sufficient number and
qualifications to provide the services and functions required
hereunder, and shall pay all costs therefor.
8. Manager shall afford Owner the full benefit of the
judgment, experience and advice of the members of its organization
in respect to the policy to be pursued in developing the Property
and in constructing the Improvements. Manager agrees to perform
the services covered by this agreement in a diligent, careful and
vigilant manner, and to follow in such construction coordination
all standard and useful practices.
9. Manager agrees to comply with all applicable
governmental rules and regulations including anti-discrimination
laws and shall not perform or do any act, nor permit any act to be
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done, which would constitute a violation of any or all such laws
or regulations.
10. The term of this agreement shall expire on the
completion date of the construction of the Improvements and the
completion of all services to be rendered by Manager relative
thereto 'and pursuant to the terms of this agreement. The date of
completion of construction of the Improvements shall be deemed to
be the date on which Manager shall have furnished to Owner both a
certificate of substantial completion certified by the Architects
for the Improvements and a certificate of occupancy for the
Improvements issued by the appropriate officials of Richmond
County, Georgia.
11. Any notice required or permitted hereunder shall be
in writing and shall be either: (a) Delivered in person to the
foregoing named parties, (b) sent by same day or overnight courier
service, or (c) sent by certified or registered united states Mail,
return receipt requested, postage and charges prepaid, to the
following addresses:
TO OWNER:
City Council of Augusta, Georgia
Augusta-Richmond County Municipal Building
530 Greene street
Augusta, Georgia 30911
Attention: Clerk of Council
WITH COPY TO:
Mr. Paul H. Dunbar, III
City Attorney
Nixon, Yow, Waller & Capers
1500 First union Bank Building (30910)
699 Broad street
Augusta, Georgia 30901
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,WITH COPY TO:
Mr. Hale Barrett
Hull, Towill, Norman and Barrett, P.C.
801 Broad street, 7th Floor (30901)
Post Office Box 1564
Augusta, Georgia 30913
TO DEVELOPER:
Bailey & Associates
6190 Powers Ferry Road
suite 100
Atlanta, Georgia 30339
WITH COPY TO:
Mr. J. Littleton Glover, Jr.
Glover & Davis, P.A.
Post Office Box 1038 (30264)
10 Brown street
Newnan, Georgia 30263
Any notice delivered or mailed as aforesaid shall, if delivered in
person, be deemed received upon the date of delivery, if couriered
by same day or overnight delivery be deemed received on the date
of delivery regardless if accepted, and if mailed, such notice
shall be deemed received upon the date of actual receipt or the
third calendar day subsequent to date of postmark, whichever is
earlier. Each party hereto may change its address for notice from
time to time by notifying the other party hereto of the new address
in the manner provided above.
12. without the prior written consent of the other party
hereto, the obligations, duties and benefits of each party
hereunder may not be assigned; except that owner deems it
convenient or necessary, Owner may act as agent for The Downtown
Development Authority of Augusta if Owner selects that entity to
be the Owner of the Parking Facilities.
13. This agreement sets forth the entire agreement of
the parties with respect to the subject hereof, and cannot be
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modified orally or in any manner other than '~y an agreement in
writing signed by each party hereto or their assigns as permitted
hereunder.
14. Subject to the provisions of Item 12 above relative
to assignability, this agreement shall be binding upon and insure
to the benefit of not only the parties hereto, but also their
respective successors and assigns.
15. This agreement shall be governed by and interpreted
in accordance with the laws of the State of Georgia.
IN WITNESS WHEREOF, the parties hereto have caused their
names to be signed and' their seals to be affixed, all by their duly
authorized partners or officers as of the day and year first above
written.
CITY COUNCIL OF AUGUSTA, GEORGIA
By:
Mayor, City of Augusta
Attest:
Clerk of Council
BAILEY & ASSOCIATES, Manager
By: Bailey Realty, Inc.,
Managing General Partner
By:
President
Attest:
Secretary
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STATE OF GEORGIA I )
)
COUNTY OF RICHMOND )
EXCHANGE AGREEMENT
THIS AGREEMENT made and entered into this
day of
June, 1989, by and between BANKERS FIRST CORPORATION ("Bankers
First") and CITY COUNCIL OF AUGUSTA, GEORGIA ("City").
WHEREAS, City has entered into an agreement with the
United States Department of Housing and Urban Development,
("HUD") which agreement awards to city an urban development
action grant in the amount of Seven Million, Five Hundred
Sixty-Two Thousand, Four Hundred Fifty-Four Dollars ($7,562,454)
(the "UDAG"); and
WHEREAS, the proceeds of the UDAG will be used to
finance a portion of the construction of an office building and
hotel and City has agreed to construct a conference center and
parking facility in accordance with the UDAG application which is
referred to herein as the Augusta Riverfront Project; and
WHEREAS, the conference center and parking facility
will be constructed on a portion of the land included in the
Augusta Riverfront Project; and
WHEREAS, Bankers First corporation or one of its wholly
owned subsidiaries owns the real estate on which the convention
center, parking deck and surface parking facilities will be
constructed as well as other land which the City needs in order
to complement its Riverwalk Park; and
WHEREAS, the property which the City needs has been
appraised by an independent appraiser selected by City as having
a value in excess of Nine Hundred Thousand Dollars ($900,000);
and
WHEREAS, Bankers First is willing to exchange with the
City all of said properties in return for property currently
owned by the City and similarly appraised by an appraiser
selected by city as having a value of less than Two Hundred
Thousand Dollars ($200,000) together with the sum of Five Hundred
Thousand Dollars ($500,000) in cash; and
WHEREAS, the parties wish to evidence such agreement by
this document.
NOW, THEREFORE, for and in consideration of the mutual
promises contained herein it is agreed that:
1. Bankers First will cause to be conveyed to the
City Parcels "B", "0" and "E" as shown on that certain plat
prepared for Augusta Riverfront Limited Partnership dated May 10,
1989, and revised June 6, 1989, a copy of which is attached
hereto as Exhibit "A" and incorporated herein by reference.
Bankers First will also cause to be conveyed to city by lease
agreement for One Dollar ($1. 00) per year the right to use
Parcel "C" and portions of Parcel "A" shown on said plat for
surface parking so that city shall have space (including the
spaces within the parking deck) to park 775 cars for as long as
the debt incurred in the construction of the total parking
facility is outstanding. Additionally, Bankers First shall
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convey to City a permanent easement twelve feet in width along a
route to be determined from time to time by Bankers First through
said Parcel "A" to allow City vehicles access to the ramp to the
levee located adjacent to said Parcel "D".
2 .
As
consideration
for
the
above-described
conveyance, the City will convey to Bankers First or its designee
a portion of McCartan street shown on said plat as Parcel "F" and
an alley known as Tatnall Alley shown on said plat as Parcel "G"
and property located on the corner of Ninth and Reynolds street
formerly known and utilized as the City Police Barracks and
Recorders Court and more particularly described on Exhibit "B"
attached hereto and incorporated herein by reference, and will
also pay to Bankers First or its designee the sum of Five Hundred
Thousand Dollars ($500,000) .cash.
3. All conveyances shall be by deeds containing
general warranties conveying full marketable fee simple title,
subject to easements of record and applicable zoning ordinances,
except that with respect to Parcels "F" and "G" which are
respectively known as the extension of McCartan street and
Tatnall Alley the City shall abandon any rights of City thereto
and shall convey by quit-claim deed its remaining interest
therein, if any.
Additionally, city shall quit claim any
interest that it might have to Parcel "A" as a result of streets
or alleyways that may have formerly extended through Parcel "A".
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4. The lease for the surface parking spaces shall
contain provisions reserving air rights for construction of
improvements above surface parking or for substitution of
additional property for surface parking which shall be located in
the immediate area and shal+ also have a provision allowing
Bankers First to retire a portion of the indebtedness on the
parking facility to replace revenue lost should any of said
parking spaces be eliminated.
5. The closing contemplated by this Agreement will
take place on two days written notice given by Bankers First.
6. The cash consideration shall be paid at closing in
immediately available funds.
7. Any and all ad valorem real estate taxes assessed
against any property interest to be conveyed to City by Bankers
First for 1989 or any year prior thereto shall be paid by Bankers
First.
8. Each of the parties represent to the other that
there will be no commissions or brokerage fees of any kind.
9. The property exchanged herein shall be reconveyed
and each of the parties shall be restored to its previous
position if the UDAG is not closed on or before September 1,
1989, and the City shall be reimbursed its Five Hundred Thousand
Dollar ($500,000) paYment together wtih interest thereon during
the time from the date of closing to the date of such repaYment
computed at the average rate paid on other funds which the City
has deposited in local financial institutions during such period.
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10.
The rights,
powers,
I
privileges
and duties
contained herein shall be binding upon the successors and assigns
of the parties hereto and shall be assignable without prior
written consent of the other parties.
IN WITNESS WHEREOF, the undersigned have hereunto
caused the execution of this instrument by and through its duly
authorized officers and agents on the date first above written.
SIGNED, SEALED AND DELIVERED )
)
IN RICHMOND COUNTY, GEORGIA )
)
IN THE PRESENCE OF: )
)
)
)
)
NOTARY PUBLIC, RICHMOND )
COUNTY, GEORGIA )
MY COMMISSION EXPIRES: )
)
SIGNED, SEALED AND DELIVERED )
)
IN RICHMOND COUNTY, GEORGIA )
)
IN THE PRESENCE OF: )
)
)
)
)
NOTARY PUBLIC, RICHMOND" )
COUNTY, GEORGIA )
MY COMMISSION EXPIRES: )
)
BANKERS FIRST CORPORATION
BY:
PRESIDENT
ATTEST:
SECRETARY
CITY COUNCIL OF AUGUSTA,
GEORGIA
BY:
ITS MAYOR
ATTEST:
ITS CLERK OF COUNCIL
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