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Home My WebLink AboutAUGUSTA VILLAGE AT RIVERWATCH (DEVELOPMENT AGREEMENT - , � � , � � ' � � DEVELOPMENT 1 AGREEMENT 1 Between Augusta, Georgia ' and ' Augusta Village at Rlverwatch, LLC , In the Village at Riverwatch Tax Allocation District � � APRIL 1 9 , 2011 � � � � � ATLANTA:5296237.1 � � � � TABLE OF CONTENTS � Page ARTICLEI RECITALS ..................................................................................................................1 � ARTICLE II GENERAL TERMS .......................................................... ............ 2 Section Definitions ......................................................................................................2 Section 2.2 Singular and Plural .........................................................................................6 ' ARTICLE III REPRESENTATIONS AND WARRANTIES ...........................................................6 Section 3.1 Representations and Warranties of Developer ................................................6 � Section 3.2 Representations and Warranties of Augusta ...................................................9 Section 33 Parties to Cooperate ........................................................................................9 � Section 3.4 Payment of Administrative Fee ......................................................................9 ARTICLE IV DEVELOPMENT AND CONSTRUCTION ............................................................10 ' Section 41 Construction of the TAD Project, the Roadway Project, and the Village at Riverwatch Project .......................................................................10 Section 4.2 Approvals Required for the Project ..............................................................1 l , Section 4.3 Unreasonable Delay or Abandonment; Cessation of Work .........................11 Section 4.4 Material Modifications .................................................................................11 � Section 4.5 Project Modifications. Developer shall provide notice to Augusta immediately upon the occurrence of a Project Modification ........................12 ' ARTICLE V DUTIES, RESPONSIBII,ITIES and special covenants OF Developer : , Section 5.1 Completion of the Project ................................................. 12 , Section 5.2 Compliance with Documents ........................................................................12 Section Litigation ......................................................................................................12 Section 5.4 Maintenance of the Project ...........................................................................12 � Section 5.5 Records and Accounts ..................................................................................12 Section 5.6 Liens and Other Charges ..............................................................................13 � Section 5.7 Compliance with Laws, Contracts, Licenses, and Permits ...........................13 Section 5.8 Laborers, Subcontractors and Materialmen ..................................................13 � Section 5.9 Taxes .............................................................................................................13 Section5.10 Insurance .......................................................................................................13 � Section S.11 Further Assurances and Corrective Instruments ...........................................13 Section 5.12 Performance by Developer ...........................................................................14 � Section 5.13 Restrictions on Easements and Covenants ....................................................14 Section 5.14 Access to the Site ..........................................................................................14 � Section 5.15 Reporting of Retail Sales Information from the Costco Tract and Phase ...........................................................................................................14 Section 5.16 Dedication of Roadway Project ....................................................................15 � 1 ATLANTA:52962371 � � y t TABLE OF CONTENTS ' Page Section 5.17 Delivery of Documents .................................................................................15 � Section 5.18 Developer Interest Rate ................................................................................15 ARTICLE VI ADVANCES; DISBURSEMENT; REIMBURSEMENT FUND; FINANCING ALTERNATNES ..............................................................................15 � Section 6.1 Advances ......................................................................................................15 Section 6.2 Disbursements ..............................................................................................16 � Section 6.3 Limited Liability ...........................................................................................17 Section 6.4 Reimbursement Fund ....................................................................................18 � Section 6.5 Alternative Financing ...................................................................................18 ARTICLE VII INDEMNIFICATION ...............................................................................................18 � Section 71 Indemnification .............................................................................................18 Section 7.2 Notice of Claim . ..19 Section Defense .........................................................................................................19 i Section 7.4 Separate Counsel ..........................................................................................19 Section Survival .........................................................................................................19 , ARTICLE VIII DEFAULT .................................................................................................................19 Section 8.1 Default by Developer ....................................................................................19 � Section 8.2 Remedies ......................................................................................................20 Section 83 Remedies Cumulative ...................................................................................20 � Section 8.4 Agreement to Pay Attorneys' Fees and Expenses ........................................20 Section 8.5 Default by Augusta .......................................................................................21 � Section 8.6 Remedies Against Augusta ...........................................................................21 ARTICLE IX MISCELLANEOUS ..................................................................................................21 Section 9.1 Term of Agreement ......................................................................................21 � Section 9.2 Notices ..........................................................................................................21 Section 9.3 Amendments and Waivers ............................................................................22 � Section 9.4 Invalidity .......................................................................................................22 Section 9.5 Successors and Assigns ................................................................................22 � Section 9.6 Schedules; Titles of Articles and Sections ....................................................22 Section 9.7 Applicable Law .............................................................................................23 � Section 9.$ Entire Agreement ..........................................................................................23 Section 9.9 Approval by the Parties ................................................................................23 � Section 9.10 Additional Actions ........................................................................................23 � 11 ATLANTA:5296237.1 � � T � TABLE OF CONTENTS Page � DEVELOPMENT AGREEMENT This Development Agreement (this "Agreement"), dated as of the 19�' day of April, 2011, is i made by and between Augusta, Georgia, a political subdivision of the State of Georgia ("Augusta"), and Augusta Village at Riverwatch, LLC, a Georgia limited liability company, as Developer. Capitalized � terms used herein and not otherwise defined have the meanings given to them in Article II. ARTICLE I RECITALS ' WHEREAS, Augusta is duly authorized to exercise the redevelopment powers granted to cities and counties in the State pursuant to the Redevelopment Powers Law and in accordance with House Bill ' '773 enacted by the General Assembly in 2006 (2006 GA. LAws p. 4507, et seq.) and approved in a referendum on November 6, 2006; and � WHEREAS, by a Resolution duly adopted on December 7, 2010 (the "TAD Resolution"), following a public hearing as required by law, the Augusta-Richmond County Commission approved the Village at Riverwatch Redevelopment Plan and created Tax Allocation District Number Two -- Village at Riverwatch (the "Village at Riverwatch TAD"); and ' WHEREAS, the Redevelopment Powers Law provides that Augusta may enter into public-private partnerships to effect the redevelopment projects contemplated in the Redevelopment Plan; and ' WHEREAS, the TAD Resolution expressed the intent of Augusta, as set forth in the Redevelopment Plan, to provide funds to induce and stimulate redevelopment in the Village at � Riverwatch TAD; and WHEREAS, the undertakings contemplated by the Redevelopment Plan include, among other , renewal activity, redevelopment of the "Village at Riverwatch Project" including the 115-acre commercial redevelopment along Riverwatch Parkway at Interstate 20 within Augusta; and WHEREAS, Developer is the owner of certain real property located within the Village at � Riverwatch TAD; and WHEREAS, Developer seeks to undertake the redevelopment of the property into a commercial � development of retail, restaurants, hotel, banks, office space, and other related commercial uses; and WHEREAS, in order to induce and further facilitate the successful accomplishment of this � portion of the Redevelopment Plan, Augusta has indicated its intent to exercise its authority under the Redevelopment Powers Law and in accordance with State law to enter into this Development Agreement with Developer, pursuant to which, subject to the conditions described herein, the Tax Allocation Increment and certain LOST Revenues collected in the Village at Riverwatch TAD will be used to � reimburse Developer for certain Redevelopment Costs advanced by Developer in connection with the TAD Project; and � WHEREAS, Developer agrees, pursuant to the terms of this Agreement, to undertake this critical revitalization in Augusta and to pursue the Village at Riverwatch Project consistent with the Village at Riverwatch Redevelopment Plan. � � � � ATLANTA:52962371 � ; , TABLE OF CONTENTS Page � AGREEMENT NOW THEREFORE, Augusta and Developer, for and in consideration of the mutual promises, � covenants, obligations and benefits of this Agreement, hereby agree as follows: ARTICLE II � GENERAL TERMS Section 2.1 Definitions. Unless the context clearly requires a different meaning, the ' following terms are used herein with the following meanings: "Act of Bankruptcy" means the making of an assignment for the benefit of creditors, the filing of � a petition in bankruptcy, the petitioning or application to any tribunal for any receiver or any trustee of the applicable Person or any substantial part of its properiy, the commencement of any proceeding relating to the applicable Person under any reorganization, arrangement, readjustments of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect, or if, within 60 days after ' the filing of a bankruptcy petition or the commencement of any proceeding against the applicable Person seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, the proceedings have not been dismissed, or, ' if, within 60 days after the appointment, without the consent or acquiescence of the applicable Person, of any trustee, receiver or liquidator of the applicable Person or of the land owned by the applicable Person, the appointment has not been vacated. ' "Administrative Fee" means an annual administrative fee in the amount of $5,000.00, payable by Developer to Augusta as provided in Section 3.4. � "Advances" means advances by Developer or any other Person or entity to pay any costs that constitute Reimbursement Costs associated with the TAD Project or the Roadway Project or for which Developer may be entitled to reimbursement pursuant to Section 6.2(�. , "Affiliate" means, with respect to any Person, (a) a parent, partner, member or owner of such Person or of any Person identified in clause (b) below, and (b) any other Person that, directly or indirectly � through one or more intermediaries, controls, is controlled by or is under common control with such Person. As used in this definition, the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the � ownership of voting securities, by contract or otherwise. "Augusta" means Augusta, Georgia, a political subdivision of the State of Georgia. � "Costco" means Costco Wholesale Corporation, a Washington corporation, and its successors and assigns. � "Costco Project" means preparation of the Costco Tract and construction of a pad for a retail store to be developed and operated by Costco but not including Costco Vertical Development. � "Costco Tract" means the parcel within the Site Plan identified on Schedule A-2 on which Developer will construct or cause to be constructed the Costco Project. "Costco Vertical Development" means construction of a retail store by or on behalf of Costco on � the Costco Tract. � 1 ATLANTA:5296237.1 � � , . TABLE OF CONTENTS Page ' "Developer" means Augusta Village at Riverwatch, LLC, a Georgia limited liability company, developer of the Village at Riverwatch Project. � "Developer Interest Rate" means the rate of interest paid by Developer on Project Financing as determined in accordance with Section 5.18. ' "Development Team" means Developer and its development partners. `Bffective Date" means 2 D/ , the effective date of this Agreement. ' "Environmental Laws" means, including but without limitation, the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq., as amended, the Comprehensive Environmental Response Compensation and Liability Act of 1980, 42 U.S.C. § 9601 et seq., as amended by the Superfund ' Amendments and Reauthorization Act of 1986, and as further amended, the Clean Water Act, 33 U.S.C. § 1251 et seq., as amended, the Clean Air Act, 42 U.S.C. § 7401 et seq., as amended, the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., as amended, and any other applicable federal law relating to health, � safety or the environment. `Bnvironmental Report" means the existing environmental site assessment prepared by CSRA ' Testing & Engineering Co., Inc. dated January 24, 2006. "Force Majeure" means the actual period of any delay in the final completion date of the TAD ' Project, the Roadway Project, or the Village at Riverwatch Project, as applicable, caused by fire, unavailability of manufactured materials, earthquake, flood, explosion, war, acts of terrorism, invasion, insurrection, mob violence, sabotage, lockouts, litigation, condemnation, riots or other civil disorder, national or local emergency, act of God, unusual delays in transportation, unusual delay in obtaining , lawful permits or consents to which the applicant is legally entitled, strike or labor dispute, severe weather conditions, or delays caused by Augusta in excess of 30 days in responding to proposals for Material Modifications pursuant to Section 4.4, in any such case entitling Developer a commensurate extension of , time to perform and complete its obligations delayed thereby under this Agreement. Developer will give written notice in accardance with Section 9.2 as soon as reasonably practical after the start of the Force Majeure event or occurrence giving rise to the delay, specifically identifying the occurrence or event and 1 the anticipated resulting delays to the TAD Project, the Roadway Project, or the Village at Riverwatch Project, as applicable. � "General Contractor" means an experienced, licensed, bondable and reputable general contractor selected by Developer. "Hazardous Substances" means any hazardous waste, as defined by 42 U.S.C. § 6903(5), any � hazardous substances as defined by 42 U.S.C. § 9601(14), any pollutant or contaminant as defined by 42 U.S.C. § 9601(33), and any toxic substances, oil ar hazardous materials or other chemicals or substances regulated by any Environmental Laws. � "Legal Requirements" means any legal requirements (including, without limitation, Environmental Laws), including any local, state or federal statute, law, ordinance, rule or regulation, now � or hereafter in effect, or order, judgment, decree, injunction, permit, license, authorization, certificate, franchise, approval, notice, demand, direction or determination of any governmental authority. "LOST Revenues" means Augusta's share (currently estimated to be 97.7 %) of the local option � sales tax revenues collected within the Costco Tract and Phase I net of any amounts collected by or paid to the State of Georgia, the City of Hephzibah, or the Town of Blythe. � 2 ATLANTA:5296237.1 � I , � TABLE OF CONTENTS Page ' "Material Modification" means (i) any modification, change or alteration in the description of the TAD Project or the Village at Riverwatch Project, as applicable, that would add uses other than the ' following uses that are currently contemplated: retail shops and restaurants, hotels, banks, office space, and other related commercial uses; (ii) any extension of the TAD Project Schedule beyond the TAD Project Completion Date; or (iii) any extension of the Roadway Project Schedule beyond the Roadway Project Completion Date. ' "Permitted Exceptions" means all of the following: (i) any reasonable and customary exceptions that serve or enhance the use or utility of the TAD Project, the Roadway Project, or the Village at ' Riverwatch Project arising in the course of and necessary in connection with the construction, or ultimate operation, of the TAD Project or the Village at Riverwatch Project, including by way of example and not of limitation, easements granted to public utility companies or governmental bodies (for public rights-of- ' way or otherwise), (ii) any other exceptions expressly approved in writing by Augusta; (iii) real property taxes, bonds and assessments (including assessments for public improvements) not yet due and payable; and (iv) any exceptions approved by Developer's lender. ' "Person" includes a corporation, a trust, an association, a partnership (including a limited liability partnership), a joint venture, an unincorporated organization, a business, an individual or natural person, a joint stock company, a limited liability company, or any other entity. ' "Phase I" means that portion of the Site Plan as shown on Schedule A-2 that will be developed as commercial lots and sold or leased to third parties for development. , "Phase II" means the portion of the Site Plan as shown on Schedule A-2 that is reserved for future development by Developer or others. , "Plans" means the Site Plan and the construction plans for the TAD Project and the Roadway Project as the same may be modified from time to time, including any Material Modifications. , "Project Approvals" means all approvals, consents, waivers, orders, agreements, authorizations, permits and licenses required under applicable Legal Requirements or under the terms of any restriction, covenant or easement affecting the TAD Project, the Roadway Project, or the Village at Riverwatch , Project, as applicable, or otherwise necessary or desirable for the ownership, acquisition, construction, equipping, use or operation thereof, whether obtained from a governmental authority or any other person. � "Project Financing" means any loans, financing, equiTy investment, or other agreement (other than this Agreement) provided to or for the benefit of Developer to finance, directly or indirectly, any portion of the TAD Project or the Roadway Project. � "Project Modification" means (i) any aggregate change in the TAD Project Budget in excess of fifteen percent (15%); (ii) any delay in or cessation of work on the TAD Project for over 120 days cumulative (but not beyond the TAD Project Completion Date); or (iii) any delay in or cessation of work � on the Roadway Project for over 120 days cumulative (but not beyond the Roadway Project Completion Date). � "Redevelopment Costs" has the meaning given that term by O.C.G.A. § 36-44-3(8) and as used in this Agreement, means Redevelopment Costs of the TAD Project and the Roadway Project and any other Redevelopment Costs (as defined in the Redevelopment Powers Law) contemplated by this Agreement. � "Redevelopment Plan" means the Village at Riverwatch Redevelopment Plan for Augusta Tax Allocation District Number Two approved by Augusta pursuant to the TAD Resolution on December 7, 2010, following a public hearing as required by law, as may be amended from time to time. � 3 ATLANTA:5296237.1 � ' , , TABLE OF CONTENTS Page ' "Redevelopment Powers Law" means the Redevelopment Powers Law, O.C.G.A. §36-44-1, et seq., as may be amended from time to time. � "Reimbursement Costs" means categories of Redevelopment Costs for which Augusta has agreed to reimburse Advances from the Reimbursement Fund as shown on Schedule D attached hereto. ' "Reimbursement Fund" means that account within the Special Fund that is established by Augusta in accordance with Section 6.4 for reimbursement of Advances. ' "Requisition" means a requisition in substantially the form attached as Schedule E hereto (or such other form approved by Augusta). "Roadway Project" means the acquisition of land and construction by Developer of an extension ' of Alexander Drive from Riverwatch Parkway through the Site as depicted on Schedule A-2. "Roadway Project Completion Date" means March 31, 2012, the anticipated date of substantial ' completion of the Roadway Project (as evidenced by delivery by Developer to Augusta of the certificate contemplated in Section 4.1(g)). ' "Roadway Project Construction Schedule" means the estimated schedule far construction of the Roadway Project as set forth in Schedule G2, as such Schedule may be amended or modified from time to time, including any Material Modifications. � "Roadway Project Warranty" means the warranty to be given by Developer in accordance with the form attached as Schedule G. , "Sales Reports" means with regard to a retail business copies of monthly "Sales and Use Tax Returns" submitted by the business to the Georgia Department of Revenue. � "School Board" means the Board of Education of Richmond County, Georgia. "Site" means the real property on which the Village at Riverwatch Project will be located within the Village at Riverwatch TAD, as more specifically identified in Schedule A-1 hereto. � "Site Plan" means the plan for development of the Village at Riverwatch Project as more specifically identified in Schedule A-2 hereto. � "Special Fund" means the bank account established by Augusta for the collection of T� Allocation Increment and LOST Revenues and payment of Disbursements as permitted under this � Agreement. "State" means the State of Georgia. � "TAD Bonds" means tax allocation bonds, notes or other obligations that may be issued by Augusta to finance the acquisition, construction and equipping of improvements related to the Village at Riverwatch Project and related Redevelopment Costs, secured by all or a defined portion of the Tax � Allocation Increment and the LOST Revenues, as contemplated by and provided in O.C.G.A. § 36-44- 3 (12). � "TAD Project" means those improvements identified and more fully described in Schedule B-2 hereto as such Schedule may be amended or modified from time to time, including the Costco Project (but not including Costco Vertical Development), a portion of the costs of which are to be advanced by � 4 ATLANTA:5296237.1 � � , , TABLE OF CONTENTS Page ' Developer and reimbursed to Developer from the Reimbursement Fund as contemplated by this Agreement. � "TAD Project Budget" means the projected cost for acquisition, financing, and construction of the TAD Project as set forth in Schedule D hereto, as such Schedule may be amended or modified from time to time, including any Project Modifications. � "TAD Project Completion Date" means March 31, 2012, the anticipated date of substantial completion of the TAD Project (as evidenced by delivery by Developer to Augusta of the certificate � contemplated in Section 4.1(e)). "TAD Project Construction Schedule" means the estimated schedule for construction of the TAD � Project as set forth in Schedule G1, as such Schedule may be amended or modified from time to time, including any Project Modifications or Material Modifications. "TAD Resolution" means the Resolution duly adopted by the Augusta-Richmond County � Commission on December 7, 2010, following a public hearing as required by law, pursuant to which Augusta approved the Redevelopment Plan and created the Village at Riverwatch Village TAD. � "Tax Allocation Increment" means the positive taa� allocation increment (within the meaning of the Redevelopment Powers Law) levied and collected on real property within the Village at Riverwatch TAD attributable to the ad valorem millage rate levied annually by Augusta (which was 8.056 mils in � 2010) and the positive tax allocation increment attributable to the School Board's ad valorem millage rate (which was 19.11 mils in 2010). "Title Policy" means the title insurance policy issued by a nationally recognized title company � with respect to the Site. "Village at Riverwatch TAD" means that Tax Allocation District Number Two created by � Augusta effective December 31, 2010, pursuant to the Redevelopment Powers Law and the TAD Resolution and as further described in the Redevelopment Plan. � "Village at Riverwatch Project" means the approximately 115-acre commercial redevelopment along Riverwatch Parkway at Interstate 20 within Augusta, as more fully described in Schedule B-1 hereto, as such Schedule may be amended or modified from time to time, and including the Costco Project, Phase I, Phase II, the Roadway Project, and the TAD Project. � Section 2.2 Singular and Plural. Words used herein in the singular, where the context so permits, also include the plural and vice versa. The definitions of words in the singular � herein also apply to such words when used in the plural where the context so permits and vice versa. � ARTICLE III REPRESENTATIONS AND WARRANTIES � Section 31 Representations and Warranties of Developer. Developer hereby represents and warrants to Augusta that: � (a) Or�anization and Authoritv. Augusta Village at Riverwatch, LLC, a Georgia limited liability company, is in good standing and authorized to transact business. Developer's officers have the requisite power and authority to execute and deliver this Agreement, to incur � 5 ATLANTA:5296237.1 � �_ � , , TABLE OF CONTENTS Page , and perform its obligations hereunder, and to carry out the transactions contemplated by this Agreement. � (b) Due Authorization, Execution and Deliverv. The execution, delivery, and performance of this Agreement has been duly authorized by all necessary action and proceedings by or on behalf of Developer, and no further approvals or filings of any kind, including any � approval of or filing with any governmental autharity, are required by or on behalf of Developer as a condition to the valid execution, delivery, and performance by it of this Agreement. This Agreement, when duly executed and delivered by each party hereto, will be the valid, binding and � enfarceable obligation of Developer in accordance with its terms, subject to matters and laws affecting creditors' right generally and to general principles of equity. � (c) Organizational Documents. Developer's organizational documents are in full force and effect and have not been modified or supplemented from those submitted to Augusta or Augusta, and no fact or circumstance has occurred that, by itself or with the giving of notice or ' the passage of time or both, would constitute a default thereunder. (d) Financial Statements. All financial statements to be furnished to Augusta by Developer with respect to Developer will fairly present the financial condition of Developer as of ' the dates thereof, and all other written information furnished to Augusta by Developer will be accurate, complete and correct in all material respects and will not contain any material misstatement of fact or omit to state any fact necessary to make the statements contained therein ' not misleading. (e) Environmental. Developer has no knowledge except as disclosed in the ' Environmental Report: (i) of the presence of any Hazardous Substances on the Site, or any portion thereof, or of any spills, releases, discharges, or disposal of Hazardous Substances that have occurred or are presently occurring on or onto the Site , or any portion thereof, or (ii) of the � presence of any PCB transformers serving, or stored on, the Site, or any portion thereof, and Developer has no knowledge of any failure to comply with any applicable Environmental Laws relating to the generation, recycling, reuse, sale, storage, handling, transport and disposal of any Hazardous Substances. , ( fl BankruptcX. No Act of Bankruptcy has occurred with respect to Developer. � (g) No Liti ation. There is no action, suit or proceeding pending or, to the knowledge of Developer, threatened against or affecting Developer in any court, before any arbitrator or before or by any governmental body which (i) in any manner raises any question � affecting the validity or enforceability of this Agreement, (ii) could materially and adversely affect the business, financial position or results of operations of Developer, or (iii) could materially and adversely affect the ability of Developer to perform its obligations hereunder. � (h) No Undisclosed Liabilities. Neither Developer nor the Site is subject to any material liability or obligation, including contingent liabilities, other than loans to finance the � Village at Riverwatch Project. Developer is not in default under or in breach of any material contract or agreement, and no event has occurred which, with the passage of time or giving of notice (or both) would constitute such a default, which has a material adverse effect on the ability of Developer to perform its obligations under this Agreement. � (i) Tax Matters. Developer has prepared and filed in a substantially correct manner all federal, state, local, and fareign tax returns and reports heretofore required to be filed by them � 6 ATLANTA:5296237.1 � � , � TABLE OF CONTENTS Page � and have paid all taxes shown as due thereon. No governmental body has asserted any deficiency in the payment of any tax or informed Developer that such governmental body intends to assert ' any such deficiency or to make any audit or other investigation of Developer for the purpose of determining whether such a deficiency should be asserted against Developer. (j) ERISA and Related Matters. Developer does not maintain any retirement or � deferred compensation plan, savings, incentive, stock option or stock purchase plan, unemployment compensation plan, vacation pay, severance pay, bonus or benefit arrangement, insurance or hospitalization program or any other fringe benefit arrangement for any employee, � consultant or agent of Developer, whether pursuant to contract, arrangement, custom or informal understanding, which does not constitute an "Employee Benefit Plan" (as defined in §3(3) of ERISA). Developer does not maintain nor has Developer ever contributed to any Multiemployer � Plan (as defined in §3(37) of ERISA). Developer does not currently maintain any Employee Pension Benefit Plan subject to Title IV of ERISA. There have been no "prohibited transactions" (as described in §406 of ERISA or §4975 of the Internal Revenue Code) with respect to any � Employee Pension Benefit Plan or Employee Welfare Benefit Plan maintained by Developer as to which Developer has been a party. � (k) Principal Office. The address of Developer's principal place of business is 5710 LBJ Freeway, Suite 450, Dallas, Texas 75240. (1) Licenses and Permits. Developer will at all appropriate times possess all � franchises, patents, copyrights, trademarks, trade names, licenses and permits, and rights in respect of the foregoing, adequate for the conduct of its business substantially as now conducted or as it is intended to be conducted with respect to the Village at Riverwatch Project, without � known conflict with any rights of others. (m) Project Location. The Village at Riverwatch Project is located wholly within � Augusta and further, wholly within the Village at Riverwatch TAD. (n) Utilities. All utility services necessary and sufficient for the construction and � operation of the Village at Riverwatch Project will at all appropriate times be available through dedicated public rights of way or through perpetual private easements. (o) Plans. Developer will furnish to Augusta true and complete sets of the Plans. � The Plans so furnished to Augusta will comply with all applicable governmental requirements, all Project Approvals, and all restrictions, covenants and easements affecting the TAD Project and the Roadway Project. � (p) Intentionally omitted. � (q) Liens. Other than as disclosed in writing to Augusta or Augusta, there are no material liens of laborers, subcontractors or materialmen on or respecting the TAD Project or the Roadway Project on the Effective Date. � (r) Construction Schedules. The TAD Project Construction Schedule accurately reflects the currently estimated schedule for construction of the TAD Project. The Roadway Project Construction Schedule accurately reflects the currently estimated schedule for � construction of the Roadway Project. � � 7 ATLANTA:5296237.1 � - � , � TABLE OF CONTENTS Page r (s) Bud�et. The TAD Project Budget accurately reflects the currently estimated costs of the TAD Project. � (t) Title. As of the Effective Date, Developer holds fee simple title to the Site. Section 3.2 Representations and Warranties of Augusta. Augusta hereby represents � and warrants to Developer that: (a) Or�anization and Authoritv. Augusta is a consolidated government duly created � and existing under the laws of the State. Augusta has the requisite power and authority to execute and deliver this Agreement, to incur and perform its obligations hereunder, and to carry out the transactions contemplated by this Agreement. , (b) Due Authorization, Execution and Deliverv. The execution, delivery, and performance of this Agreement has been duly authorized by all necessary action and proceedings � by or on behalf of Augusta, and no further approvals or filings of any kind, including any approval of or filing with any governmental authority, are required by or on behalf of Augusta as a condition to the valid execution, delivery, and performance by Augusta of this Agreement. This Agreement, when duly executed and delivered by each party hereto, will be the valid, binding and � enforceable obligation of Augusta in accordance with its tertns, subject to matters and laws affecting creditors' right generally as to political bodies and to general principles of equity. � (c) No Liti ation. There are no actions, suits, proceedings or investigations of any kind pending or threatened against Augusta before any court, tribunal or administrative agency or board or any mediator or arbitrator that questions the validity of this Agreement or any action � taken or to be taken pursuant hereto. (d) TAD Resolution. The TAD Resolution has been validly adopted, remains in full � force and effect, and has not been amended or supplemented since its date of adoption. No amendment of ar supplement to the TAD Resolution is contemplated by Augusta. (e) Redevelopment A e�nt. Augusta has been duly designated as Redevelopment � Agent for the Village at Riverwatch TAD as contemplated by the Redevelopment Powers Law. Section 3.3 Parties to Cooperate. The parties hereto acknowledge that they are � entering into this Agreement based on projections that the Costco Project and Phase I will generate Tax Allocation Increment and LOST Revenues in at least the amounts shown on Schedule F hereto. Augusta and Developer will cooperate as provided in this Agreement in order � to ensure that Tax Allocation Increment and LOST Revenues generated by the Costco Project and Phase I in the Village at Riverwatch TAD are collected and deposited into the Special Fund in accordance with the terms of this Agreement, thereby permitting reimbursement of � Reimbursement Costs advanced by Developer in connection with the TAD Project as contemplated by this Agreement. Section 3.4 Payment of Administrative Fee. Developer agrees to pay the � Administrative Fee to Augusta on the Effective Date of this Agreement and annually thereafter on the anniversary of the Effective Date up to and including the year this Agreement expires to reimburse administrative expenses of Augusta with respect to the TAD Project and Requisitions � for reimbursement of Redevelopment Costs as contemplated herein. � � g ATLANTA:5296237.1 �_ � , , TABLE OF CONTENTS Page � ARTICLE IV DEVELOPMENT AND CONSTRUCTION � Section 4.1 Construction of the TAD Project, the Roadway Project, and the Village at Rivenvatch Project. � (a) Developer will develop and construct, or cause the development and construction of, the TAD Project and the Roadway Project in substantial conformance with the Plans and the descriptions thereof set forth in Schedules A-2 and B-2 and in accordance with the TAD Project � Construction Schedule and the Roadway Project Construction Schedule, subject to Force Majeure. Augusta acknowledges that during the term of this Agreement modifications to the TAD Project and the Roadway Project as contemplated on the Effective Date may occur. To the � extent that such modifications are not Material Modifications, Developer will provide a revised version of Schedule A-2 or B-2 to Augusta, which will be used as the basis for reimbursement of Advances under Section 6.2. To the extent that any such modification is a Material Modification, � Developer will comply with the procedures set forth in Section 4.4. Augusta agrees to use commercially reasonable efforts to assist Developer with the TAD Project and the Roadway Project on the terms set forth in this Agreement to further the public purposes of the � Redevelopment Plan and the Redevelopment Powers Law. (b) Developer will construct, or cause the construction of, the TAD Project and the Village at Riverwatch Project in accordance with all applicable Legal Requirements. � (c) Developer will construct, or cause the construction of, the Roadway Project in accordance with plans and specifications to be approved by Augusta and in accordance with all � applicable Legal Requirements. (d) Developer (or its development partners) will use commercially reasonable efforts � to pursue development of Phase II substantially as contemplated in the Redevelopment Plan and as described in Schedule B-1 as expeditiously as market conditions permit, subject to Force Majeure. Augusta acknowledges that, during the term of this Agreement, modifications to the � Village at Riverwatch Project may occur. To the extent that any such modification is a Material Modification, Developer will comply with the procedures set forth in Section 4.4. (e) Prior to the TAD Project Completion Date, Developer will deliver customary � construction reports and interim progress reports in form and content reasonably satisfactory to Augusta, including an updated TAD Project Construction Schedule and a summary of all costs and expenses incurred in connection with the TAD Project, not less frequently than quarterly, � from and after the Effective Date until the TAD Project Completion Date, and will keep Augusta fully informed as to the status and progress of all construction work with respect to the TAD Project. Upon completion of the construction of the TAD Project, Developer will provide � Augusta with a final cost summary of all costs and expenses associated with the TAD Project, a certi�cation that the TAD Project has been completed, and evidence that all amounts owing to contractors and subcontractors have been paid in full evidenced by customary affidavits executed � by such contractors. (� Augusta acknowledges that one or more separate contractors may undertake the � construction of portions of the TAD Project under separate contractual agreements with Developer as members of the Development Team. These development partners will not have any privity of contract with Augusta hereunder. Although Developer reasonably expects that selected development partners will fulfill all of their contractual obligations thereunder in a timely manner � 9 ATLANTA:5296237.1 � � � Y , TABLE OF CONTENTS Page � as estimated on the TAD Project Construction Schedule and that such portions of the TAD Project will be constructed as estimated in the TAD Project Budget, the parties acknowledge that Developer has no direct control over the construction to be undertaken by these development � partners other than contractual remedies in the event of default. Developer agrees to use commercially reasonable efforts to facilitate, where appropriate, the construction of the TAD Project in all material respects. � (g) Prior to the Roadway Project Completion Date, Developer will deliver customary construction reports and interim progress reports in form and content reasonably satisfactory to � Augusta, including an updated Roadway Project Construction Schedule and a summary of all costs and expenses incurred in connection with the Roadway Project, not less frequently than quarterly, from and after the Effective Date until the Roadway Project Completion Date, and will ' keep Augusta fully informed as to the status and progress of all construction work with respect to the Roadway Project. Upon completion of the construction of the Roadway Project, Developer will provide Augusta with a final cost summary of all costs and expenses associated with the � Roadway Project, a certification that the Roadway Project has been completed, and evidence that all amounts owing to contractars and subcontractors have been paid in full evidenced by customary lien waivers executed by such contractors. � Section 4.2 Approvals Required for the Project. Developer will obtain or cause to be obtained all necessary Project Approvals for the TAD Project, the Roadway Project, and the Village at Riverwatch Project and will comply with all Legal Requirements of any governmental � body regarding the use or condition of the TAD Project, the Roadway Project, and the Village at Riverwatch Project. Developer may, however, contest any such Legal Requirement or Project Approval by an appropriate proceeding diligently prosecuted. Augusta agrees to process zoning � and permit applications in a prompt and timely manner in accordance with its normal rules and procedures. � Section 4.3 Unreasonable Delay or Abandonment; Cessation of Work. (a) If Augusta determines in its reasonable discretion that (i) the TAD Project is delayed for reasons other than Force Majeure or market forces such that the TAD Project will not � be completed within 210 days of the TAD Project Completion Date as amended; or (ii) the Roadway Project is delayed for reasons other than Force Majeure or market forces such that the Roadway Project will not be completed within 210 days of the Roadway Project Completion Date � as amended, then Augusta may terminate this Agreement. Prior to any such termination, Augusta must give 60 days advance written notice to Developer and Developer must have failed to effect a cure within said 60-day notice period. Upon termination of this Agreement as provided in this � Section, none of the parties hereto will have any further rights, duties or obligations hereunder. (b) If Developer ceases work on the TAD Project or the Roadway Project for 120 � consecutive days, any interest that accrues on Project Financing beginning after this 120-day period and continuing for so long as construction is suspended shall not be included in the TAD Project and shall not constitute an Advance under this Agreement. � Section 4.4 Material Modifications. Prior to Developer making a Material Modification to the TAD Project, the Roadway Project, or the Village at Riverwatch Project, Developer will submit the proposed modifications to the City Administrator in writing for review. � Any such submission must clearly identify all changes, omissions and additions as compared to the previously approved description of the TAD Project, the Roadway Project, or the Village at Riverwatch Project, as applicable. The City Administrator, as soon as reasonably possible, will � - 1 � ATLANTA:52962371 ' , , TABLE OF CONTENTS Page ' put the request far modification on a meeting agenda for Augusta's consideration. Augusta will act on the requested modification within an amount of time that is reasonably required to consider ' the request. In addition, to the extent any Material Modification requires an amendment to any portion of the Redevelopment Plan, Augusta will have such amount of time as reasonably required to pursue any such amendment (including required approvals, if any). ' Section 4.5 Project Modifications. Developer shall provide notice to Augusta immediately upon the occurrence of a Project Modification. If the Project Modification results in an increase in the TAD Project Budget, Developer will provide evidence of sufficient Project ' Financing to complete the TAD Project and the Roadway Project. If the Project Modification results in a cessation of work on the TAD Project or the Roadway Project, Developer shall provide Augusta with an explanation for the delay and the estimated time for resumption of work. , ' ARTICLE V DUTIES, RESPONSIBILITIES AND SPECIAL COVENANTS OF DEVELOPER ' Section 5.1 Completion of the Project. Except as contemplated in Section 4.1( fl and subject to any delays for Force Majeure, notwithstanding any other provision of this Agreement, , Developer will commence and complete construction of the TAD Project and the Roadway Project substantially in accordance with Schedules C-1 and G2 with diligence and in a good and workmanlike manner, free and clear of all liens and claims for materials supplied or for labor or services performed, subject to any lawful protest in accordance with Section 5.6. , Section 5.2 Compliance with Documents. Developer will remain in compliance with its obligations and covenants in the loan documents pursuant to which amounts were loaned or ' otherwise made available to Developer to finance construction of the TAD Project and the Roadway Project. , Section 5.3 Litigation. Developer will notify Augusta in writing, within fifteen (15) business days of its having knowledge thereof, of any actual or pending litigation or adversarial proceeding in which a claim is made against Developer or against the Site, the TAD Project, or ' the Roadway Project, in any case which Developer reasonably considers may impair Developer's ability to perform its obligations under this Agreement, and of any judgment rendered against Developer in any such litigation or proceeding. Developer will notify Augusta in writing and within fifteen (15) business days of any matter that Developer reasonably considers may result or ' does result in a material adverse change in the financial condition or operation of Developer, the TAD Project, ar the Roadway Project. ' Section 5.4 Maintenance of the Project. Developer agrees that, to the extent it has an interest in the TAD Project, it will at its own expense (i) keep the TAD Project, or cause the TAD Project to be kept in as reasonably safe condition as its operations permit, (ii) make or cause to be ' made from time to time all necessary repairs thereto and renewals and replacements thereof and otherwise keep the TAD Project in good repair and in good operating condition and (iii) not permit or suffer others to commit a nuisance or waste on or about the TAD Project. Developer, at ' its own expense and from time to time, may make any additions, modifications or improvements to the TAD Project that it may deem desirable for its business purposes and that do not constitute Material Modifications. ' Section 5.5 Records and Accounts. Developer will keep true and accurate records and books of account in connection with the TAD Project and the Roadway Project in which full, , 1 1 ATLANTA:52962371 1 I , � TABLE OF CONTENTS Page ' true and correct entries will be made on a consistent basis, in accardance with generally accepted accounting principles. ' Section 5.6 Liens and Other Charges. Developer will duly pay and discharge, or cause to be paid and discharged, before the same become overdue all claims for labor, materials, or supplies that if unpaid might by law become a lien or charge upon the TAD Project and the ' Roadway Project unless Developer is lawfully protesting the same, in which case Developer will provide a suitable "mechanics lien bond" to discharge such lien from the TAD Project and the Roadway Project. ' Section 5.7 Compliance with Laws, Contracts, Licenses, and Permits. Developer will comply in all material respects with (a) all applicable laws, (b) all agreements and ' instruments by which it or any of its properties may be bound, and all restrictions, covenants and easements affecting the TAD Project and the Roadway Project, (c) all applicable decrees, orders and judgments, and (d) all licenses and permits required by applicable laws and regulations for ' the conduct of its business or the ownership, use or operation of its properties. Section 5.8 Laborers, Subcontractors and Materialmen. Prior to the TAD Project Completion Date, Developer will furnish to Augusta, upon written request at any time and from ' time to time (but not more often than once every sixty (60) days), affidavits listing all laborers, subcontractors, materialmen, and any other Persons who might or could claim statutory or common law liens and are furnishing or have furnished labor or material to the TAD Project and ' the Roadway Project or any part thereof, together with affidavits, or other evidence satisfactory to Augusta, showing that such parties have been paid all amounts then due for labor and materials furnished to the TAD Project or the Roadway Project. Upon certification of completion of the ' TAD Project and the Roadway Project, Developer shall furnish to Augusta final lien waivers from the General Contractor and all subcontractors and materialmen who provided goods or services in excess of $5,000.00 to said projects. , Section 5.9 Taxes. To the extent of its interest therein, Developer will pay when due all taxes imposed upon or assessed against the Site, the Village at Riverwatch Project, and the ' TAD Project, or upon the revenues, rents, issues, income and profits of the Village at Riverwatch Project and the TAD Project, or arising in respect of the occupancy, use or possession thereof, and will provide to Augusta, within ten days after a written request therefor, validated receipts showing the payment of such taxes when due. Developer will have the right to appeal an ' assessment for ad valarem tax purposes. Section 5.10 Insurance. To the extent of its interest therein, Developer will keep the ' TAD Project, the Roadway Project, and the Village at Riverwatch Project continuously insured against such risks as are customarily insured against by businesses of like size and type engaged in the same or similar operations. , Section 5.11 Further Assurances and Corrective Instruments. Augusta and Developer agree that they will, from time to time, execute, acknowledge and deliver, or cause to be ' executed, acknowledged and delivered, such supplements and amendments hereto and such further instruments as may reasonably be required for carrying out the intention or facilitating the performance of this Agreement; provided that the rights of Augusta and Developer hereunder and the ability of Developer to construct the TAD Project and the Village at Riverwatch Project are ' not impaired thereby. 1 ' I Z ATLANTA:5296237.1 I , A TABLE OF CONTENTS Page ' Section 5.12 Performance by Developer. Developer will perform all acts to be performed by it hereunder and will refrain from taking or omitting to take any action that would ' materially violate Developer's representations and warranties hereunder or render the same materially inaccurate as of the Effective Date and subsequent Requisition dates or that in any material way would prevent the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof. , Section 5.13 Restrictions on Easements and Covenants. Except for Permitted Exceptions, Developer will not create or suffer to be created or to exist any easement, right of ' way, restriction, covenant, condition, license ar other right in favor of any Person which affect or might affect title to the TAD Project or the Village at Riverwatch Project or the use and occupancy thereof or any part thereof without obtaining the prior approval of Augusta (such ' approval not to be unreasonably withheld), other than easements and rights of ways customary for utilities which do not materially and adversely affect the use of the TAD Project or the Village at Riverwatch Project for its intended purposes. ' Section 5.14 Access to the Site. Upon a minimum of five (5) days notice from Augusta, Developer will permit persons designated by Augusta to access the Site and to discuss the progress and status of the TAD Project, the Roadway Project, and the Village at Riverwatch 1 Project with representatives of Developer, all in such detail and at such times as Augusta may reasonably request. All such access must be during normal business hours and in a manner that will not unreasonably interfere with construction activities of the TAD Project, the Roadway , Project, or the Village at Riverwatch Project or with Developer's business operations generally. Augusta must be accompanied by a representative of Developer during any access contemplated by this Section. ' Section 5.15 Reporting of Retail Sales Information fi°om the Costco Tract and Phase I. ' (a) Developer shall include in its agreements with Costco and any agreements for sale or lease of parcels located in Phase I a requirement that the Sales Reports for the Costco Tract and any businesses located in Phase I that are subject to payment of sales and use taxes ' shall be provided to Augusta simultaneously with submission of the Sales Reports to the State. In addition, Developer shall use best efforts to include in such agreements a requirement that evidence of, or certification of, payment of sales and use taxes be provided to Augusta promptly after payment. 1 (b) To the extent permitted by law, Augusta agrees that upon receipt of any request under the Open Records Act or other request from third parties to provide copies of the Sales ' Reports or the information contained therein, Augusta will use best efforts to provide prompt notice to the person filing the Sales Reports. ' (c) Developer understands and acknowledges that Augusta will use the Sales Reports to determine the amount of LOST Revenues to be deposited into the Reimbursement Fund as provided in Section 6.4. Augusta will have no obligation to deposit LOST Revenues if Sales ' Reports are not provided on or prior to the date Augusta receives the sales tax distribution payment from the Georgia Department of Revenue for the reporting month. (d) The failure of Developer to include the contractual provision described in ' paragraph (a) of this subsection in an agreement with Costco or with a Phase I purchaser or lessee or the lack of receipt of Sales Reports by Augusta shall not constitute a Default. 1 13 ATLANTA:5296237.1 1 � . TABLE OF CONTENTS Page ' Section 5.16 Dedication of Roadway Project. Upon certification of completion of the Roadway Project or the TAD Project, whichever later occurs, in consideration of the benefits ' accruing to Developer under this Agreement, Developer shall cause the Roadway Project to be dedicated to Augusta in accordance with the procedures and requirements of Augusta far dedication of public infrastructure. ' Section 5.17 Delivery of Documents. Prior to the Effective Date, Developer shall deliver to Augusta the following: ' (a) Most recent plat of the Site; (b) Environmental Report; , (c) Title Policy; (d) Corporate Resolutions authorizing Developer to enter into this Agreement (see ' Section 31(b)); (e) Certification of the good standing of Developer from the Georgia Secretary of 1 State; and ( fl Developer's most recent financial statements. ' Prior to commencement of construction of the TAD Project or the Roadway Project, Developer shall deliver to Augusta documents evidencing that Developer has obtained Project Financing. ' Section 5.18 Developer Interest Rate. (a) Beginning three (3) months after the Effective Date, Developer shall provide, in a ' form reasonably satisfactory to Augusta, quarterly reports showing the actual interest rate or rates paid on Project Financing (including the rate of return on any equity investment made as Project Financing) for the previous calendar quarter (the "quarterly interest amount"). This reporting ' obligation shall continue until Developer no longer has Project Financing outstanding or this Agreement terminates, whichever first occurs. ' (b) For so long as Developer has Project Financing outstanding, any interest payments to be made or reimbursed by Augusta pursuant to this Agreement will be paid at the lesser of (i) 7% per annum or (ii) the quarterly interest amount; provided, however, in the event , the quarterly interest amount exceeds 7%, interest shall accrue at such greater amount so long as the blended interest rate over the term of this Agreement does not exceed 7% (i.e., any "savings" realized by a quarterly mterest amount less than 7% can subsequently be recaptured by Developer ' if the quarterly interest amount thereafter exceeds 7% so long as the total interest payment does not exceed a blended interest rate of 7% per annum). Notwithstanding any other provision of this Agreement, over the term of this Agreement Augusta will not reimburse Developer in excess of the total amount of interest paid on Project Financing. � (c) If Developer no longer has Project Financing outstanding but Augusta has not completed payment of its obligations under Section 6.2 of this Agreement, any remaining , obligations will accrue interest over the remaining balance of the term of this Agreement at the lesser of 7% per annum or the average of the quarterly interest amount paid by Developer during the last calendar year of Project Financing. ' ' 14 ATLANTA:5296237.1 � � TABLE OF CONTENTS Page ' Section 5.19 Scope of Developer Commitments. All representations, warranties and obligations of Developer hereunder shall be personal to Developer, and in no event ' shall Developer be deemed to be in default of any representation, warranty, or other obligation under this Agreement as a result solely of the noncompliance by any other property owner or occupant of a portion of the Village at Riverwatch Project with the , terms of this Agreement, including but not limited to Costco; provided, however, if this Agreement is assigned pursuant to Section 9.5, any successor in interest to Developer shall be bound by all of the obligations of Developer set forth herein. , ' ARTICLE VI ADVANCES; DISBURSEMENT; REIMBURSEMENT FUND; FINANCING ALTERNATIVES ' Section 6.1 Advances. (a) Developer, in its sole discretion as to timing and amount, may make or cause to ' be made Advances in connection with the TAD Project and the Roadway Project. (b) Developer may submit Requisitions to Augusta for its review and approval for ' reimbursement for any such Advances as described in Section 6.2. Section 6.2 Disbursements. Subject to compliance by Developer with all of the ' terms and conditions of this Agreement, the funds deposited into the Reimbursement Fund and certain other funds appropriated by Augusta will be available for disbursement to Developer for reimbursement of Advances in connection with the TAD Project and the Roadway Project at such ' times and in such amounts as determined (each a"Disbursement") in accordance with the following procedures: (a) Upon completion of the TAD Project and delivery of the certification required by ' Section 4.1(e), Developer will submit a Requisition to Augusta. The Requisition will include (i) the TAD Project Budget and the itemized schedule of values prepared by the General Contractor or Developer of the total Reimbursement Costs for which amounts on deposit in the ' Special Fund are requested (the "Schedule of Values"), (ii) all costs incurred for construction and non-construction expenses for the Reimbursement Costs to the date of the Requisition, which Reimbursement Costs have been itemized under the applicable line items of the TAD Project ' Budget and the Schedule of Values, and (iii) the percentage of completion of each line item on the TAD Project Budget and the Schedule of Values. The accuracy of the cost breakdown and percentage completion in the Requisition must be certified by Developer, and hard construction , costs must be certified by the General Contractor. The amount of the Requisition shall not exceed $10,000,000.00. ' (b) The Requisition must be accompanied by evidence in form and content reasonably satisfactory to Augusta (including, but not limited to, certificates and affidavits of Developer) showing: ' (i) Copies of all bills ar statements ar canceled checks for any indirect or non-construction expense far which the Disbursement is requested (other than land valuation as set forth on Schedule D and construction interest); ' I S ATLANTA:5296237.1 , ', , TABLE OF CONTENTS Page ' (ii) If the Requisition includes amounts to be paid to any contractor, a contractor's application for payment showing the amount paid by Developer with respect , to each such line item and copies of all bills or statements or canceled checks for expenses incurred by Developer for which the Disbursement is requested and a copy of a satisfactory "Interim Waiver and Release upon Payment" pursuant to O.C.G.A. § 44-14- 366 from the General Contractor which received payment from the proceeds of the , immediately preceding Requisition; (iii) That all construction has been conducted substantially in accordance , with the Plans (and all changes thereto approved by Augusta or otherwise permitted pursuant to the terms hereo�; and ' (iv) That there are no liens outstanding against the TAD Project or the Roadway Project except for (A) those set forth in the Title Policy, (B) inchoate liens for property taxes not yet due and payable, (C) liens being contested in accordance with the ' terms and conditions set forth in applicable law, and (D) loans for the construction of the TAD Project and the Roadway Project. (c) The construction for which Reimbursement Costs are included in any Requisition , must be reviewed and approved by Augusta or its appointed consultant to verify the approval of the construction, the cost of completed construction, and compliance with the Plans. ' (d) So long as there is any unreimbursed balance with respect to the Requisition, on the first business day of each calendar quarter Augusta will direct that available funds in the Reimbursement Fund be promptly disbursed in order to satisfy these outstanding amounts. Once ' approved by Augusta, the unpaid portions of any Requisition will accrue interest at the Developer Interest Rate (compounded monthly on a cumulative basis) from the date such Requisition is approved by Augusta until such Requisition amount is fully reimbursed. Such accrued interest ' will be paid from the Reimbursement Fund as Tax Allocation Increment and LOST Revenues in the Special Fund are available from time to time. Payments will be applied first to accrued interest and then to principal amounts due under the Requisition ' (e) Notwithstanding anything to the contrary herein, in no event will Tax Allocation Increment or LOST Revenues applicable to periods beyond 25 years after opening of the Costco retail store on the Costco Tract be used to satisfy outstanding balances due Developer, if any. ' Obligations due Developer under this Agreement will terminate upon the earlier to occur of (i) the satisfaction of all amounts due Developer including the aggregate of all Requisitions in a principal amount not to exceed $10,000,000.00 plus accrued unpaid interest or (ii) 25 years after ' opening of the Costco retail store on the Costco Tract. (� Disbursements for the Roadway Project will be made in accardance with the ' following procedures: (i) Upon dedication of the Roadway Project in accordance with Section ' S.16, Developer shall deliver the Roadway Warranty to Augusta. (ii) Within ten (10) days after acceptance of dedication of the Roadway Project and receipt of the Roadway Warranty, Augusta shall pay $1,000,000.00 to ' Developer from appropriated funds as compensation for the Roadway Project. ' 16 aTLaNTA:s29623�.1 ' ', � TABLE OF CONTENTS Page , (iii) If the total cost of the TAD Project is less than $10,000,000.00 and the cost of constructing the Roadway Project exceeds $1,000.000.00, such excess costs may be included in a Requisition in accordance with the procedures and limitations set forth in ' subsection (a) above (but in no event shall the Requisition exceed $10,000,000.00). (g) Notwithstanding anything to the contrary herein, if the TAD Project is not � completed by the TAD Project Completion Date, Augusta shall have no obligation to reimburse Developer for interest payments on Project Financing made after the TAD Project Completion Date. � Section 6.3 Limited Liability. ' (a) Except as provided in Section 6.2(�, the payment of all obligations required by be paid by Augusta under this Agreement shall be special or limited obligations of Augusta payable only from the Reimbursement Fund. Augusta will have no liability to honor any Requisition except from amounts on deposit in the Reimbursement Fund. ' (b) To the extent permitted by State law, no director, officer, employee or agent of Augusta will be personally responsible for any liability arising under or growing out of the ' Agreement. (c) Augusta will not be obligated to disburse any funds to any person under this , Agreement other than as directed by Developer or as otherwise permitted under this Agreement. Section 6.4 Reimbursement Fund. The following amounts will be deposited into the Reimbursement Fund by Augusta: ' a 100% of the Tax Allocation Increment from the Costco Tract and Phase I• �) , ' (b) 65% of the LOST Revenues from the Costco Tract (as determined in accordance with Section 5.15) during the period of time Costco (or a comparable store operating under a different trade name but consistent with a majority of Costco's stares in Georgia) is operating a ' membership club at the Costco Tract; provided, however, in the event Costco discontinues its operations and a replacement operator commences business operations from the Costco Tract, Augusta agrees to consider inclusion of a portion of said replacement operator's LOST Revenue ' in the Special Fund; and (c) 75% of the LOST Revenues from Phase I(as determined in accordance with ' Section 5.15). Section 6.5 Alternative Financing. Nothing in this Agreement will limit the right ' of Augusta to consider alternative methods of financing or refinancing Reimbursement Costs of the TAD Project, including, without limitation, the issuance of TAD Bonds, so long as such financing does not have a detrimental effect on the TAD Project or the Village at Riverwatch Project. In lieu of reimbursement from the Reimbursement Fund pursuant to Requisitions as ' contemplated herein, Augusta, in its sole discretion, may choose to issue TAD Bonds to finance all or a portion of the TAD Project contemplated herein. If Augusta chooses to issue TAD Bonds, Developer will cooperate and assist Augusta in this regard and comply with any ' conditions precedent established by Augusta, including, without limitation, any additional customary covenants and representations associated with issuance of TAD Bonds. If TAD Bonds are issued and proceeds thereof are paid to Developer in an amount sufficient to pay the unpaid , 17 ATLANTA:52962371 ' I = TABLE OF CONTENTS Page ' Reimbursement Costs of the TAD Project plus any accrued and unpaid interest as contemplated by this Agreement and the proceeds of any such TAD Bonds paid to Developer together with the ' principal sum paid by the Reimbursements contemplated herein are not less than the amounts contemplated in Section 6.2(e) of this Agreement (i.e., $10,000,000.00 plus accrued interest), this Agreement will terminate. ' ARTICLE VII INDEMNIFICATION ' Section 7.1 Indemnification. Developer will defend, indemnify, and hold Augusta and its agents, employees, officers, and legal representatives (collectively, the "Indemnified Persons") harmless for all claims, causes of action, liabilities, fines, and expenses (including, ' without limitation, reasonable attorneys' fees, court costs, and all other defense costs and interest) (collectively, the "Losses") for injury, death, damage, or loss to persons or property sustained in connection with or incidental to the construction of the TAD Project and the Roadway Project. ' Notwithstanding anything to the contrary in this Article, (1) Developer's indemnification obligation under this Article is limited to the greater of $3,000,000.00 or the policy limits available under the insurance policies required under Section 5.10; (2) Developer will not be ' obligated to indemnify any Indemnified Person for the Indemnified Person's own negligence, recklessness or intentional act or omission; and (3) Developer will not be obligated to indemnify any Indemnified Persons to the extent that any claims that might otherwise be subject to indemnification hereunder resulted, in whole or in part, from the gross negligence, recklessness ar ' intentional act or omission of any other Indemnified Person or Persons. Section 7.2 Notice of Claim. If an Indemnified Person receives notice of any claim ' or circumstance which could give rise to indemnified Losses, the receiving party must give written notice to Developer within ten (10) business days. The notice must include a description of the indemnification event in reasonable detail, the basis on which indemnification may be due, ' and the anticipated amount of the indemnified Losses. Such notice will not stop or prevent an Indemnified Person from later asserting a different basis for indemnification or a different amount of indemnified Losses than that indicated in the initial notice. If an Indemnified Person does not ' provide this notice within the ten business-day period, it does not waive any right to indemnification except to the extent that Developer is prejudiced, suffers loss, or incurs expense because of the delay. ' Section 7.3 Defense. Developer may assume and control the defense of the claim based on the indemnified Losses at its own expense with counsel chosen by Developer with the concurrence of the Indemnified Person. Developer will also control any negotiations to settle the , claim. Within ten (10) business days after receiving written notice of the indemnification request, Developer will advise the Indemnified Person as to whether or not it will defend the claim. If Developer does not assume the defense, the Indemnified Person will assume and control the � defense and all defense expenses actually incurred by it will constitute Losses. Section 7.4 Separate Counsel. If Developer elects to defend a claim, the ' Indemnified Person may retain separate counsel, at the sole cost and expense of such Indemnified Person, to participate in (but not control or impair) the defense and to participate in (but not control or impair) any settlement negotiations. Developer may settle the claim without the ' consent or agreement of the Indemnified Person, unless the settlement (i) would result in injunctive relief or other equitable remedies ar otherwise require the Indemnified Person to comply with restrictions or limitations that adversely affect the Indemnified Person, (ii) would ' require the Indemnified Person to pay amounts that Developer does not fund in full, or (iii) would 1 g ATLANTA:5296237.1 ' , � TABLE OF CONTENTS Page � not result in the Indemnified Person's full and complete release from all liability to the plaintiffs or claimants who are parties to or otherwise bound by the settlement. , Section 7.5 Survival. The provisions of Article VII will remain in effect until the expiration of four (4) years after certification of completion of the TAD Project and the Roadway Project, whichever last occurs. I ARTICLE VIII DEFAULT ' Section 8.1 Default by Developer. ' (a) Until delivery of the certificates of completion far the TAD Project and the Roadway Project contemplated in Section 4.1 and acceptance of the Roadway Project by Augusta in accordance with Section 5.16, the following will constitute a Default by Developer: ' (i) Failure of Developer to materially and timely comply with and perform any of its covenants, conditions or obligations set forth in this Agreement; ' (ii) The declaration of an "event of default" by any lender under any loan agreement with respect to Project Financing or a breach of Section 5.2; � (iii) An Act of Bankruptcy of Developer. (b) Until two (2) years after delivery of the certificates of completion for the TAD ' Project and the Roadway Project contemplated in Section 4.1 and acceptance of the Roadway Project by Augusta in accordance with Section 5.16, the following will constitute a Default by Developer: t (i) Any material representation or warranty made by Developer in this Agreement or subsequently made by it in any written statement or document furnished to Augusta and related to the transactions contemplated by this Agreement is false, � incomplete, inaccurate or misleading in any material respect as of the date such representation or warranty is made; ' (ii) Any material report, certificate or other document or instrument furnished to Augusta by Developer in relation to the transactions contemplated by this Agreement is false, inaccurate or misleading in any material respect; ar if any report, , certificate or other document furnished to Augusta on behalf of Developer, to the extent that Developer knows such document is false, inaccurate or misleading and fails to promptly report such discrepancy to Augusta. ' Section 8.2 Remedies. If a default by Developer occurs and is continuing 30 days after receipt of written notice to Developer from Augusta specifying the existence of such default ' (or within a reasonable time thereafter if such default cannot reasonably be cured within such 30-day period and Developer begins to diligently pursue the cure of such default within such 30-day period), the default will become an `Bvent of Default," and Augusta will be entitled to elect any or all of the following remedies: (i) subject to the final sentence in this Section, , terminate this Agreement and discontinue further funding hereunder, (ii) seek any remedy at law or in equity that may be available as a consequence of Developer's default; (iii) pursue specific performance of this Agreement or injunctive relief; or (iv) waive such Event of Default. Upon , 19 ATLANTA:5296237.1 ' , � TABLE OF CONTENTS Page ' termination of this Agreement as provided in this Section, none of the parties hereto will have any further rights, duties or obligations hereunder except that all amounts due to Developer for , unreimbursed Advances and interest accrued thereon will continue to be payable to Developer under the terms of this Ageement. Section 8.3 Remedies Cumulative. Except as otherwise specifically provided, all ' remedies of the parties provided for herein are cumulative and will be in addition to any and all other rights and remedies provided for or available hereunder, at law or in equity. ' Section 8.4 Agreement to Pay Attorneys' Fees and Expenses. In the event of an Event of Default by Developer, if Augusta employs attorneys or incurs other expenses for the collection of amounts due hereunder or for the enforcement of the performance or observance of ' any covenants or agreements on the part of Developer contained herein, Developer agrees that it will on demand therefor pay to Augusta, as applicable, the reasonable fees of such attorneys and such other reasonable expenses so incurred by Augusta, the amount of such fees of attorneys to ' be without regard to any statutory presumption. Section 8.5 Default by Augusta. The following will constitute a default by Augusta: Any material breach by it of any representation made in this Agreement or any material failure by , it to observe and perform any covenant, condition or agreement on its part to be observed or performed hereunder, for a period of 30 days after written notice specifying such breach or failure and requesting that it be remedied, given to it by Developer; provided that in the event such ' breach or failure can be corrected but cannot be corrected within said 30-day period, the same will not constitute a default hereunder if corrective action is instituted by the defaulting party or on behalf of the defaulting party within said 30-day period and is being diligently pursued. i Section 8.6 Remedies Against Augusta. Upon the occurrence and continuance of a default by Augusta hereunder, Developer may seek specific performance of this Agreement or � pursue any other remedies available at law ar in equity. ARTICLE IX ' MISCELLANEOUS Section 9.1 Term of Agr•eement. This Agreement will commence on the Effective Date and will expire on the earlier to occur of the date on which all Reimbursement Costs for the � TAD Project have been fully reimbursed (together with accrued interest) to Developer from the Reimbursement Fund or 25 years after opening of the Costco retail store on the Costco Tract. , Section 9.2 Notices. Any notice sent under this Agreement (except as otherwise expressly required) must be written and mailed or sent by overnight courier or personally delivered to an officer of the receiving party at the following addresses: ' If to Developer: ' The M. G. Herring Group 5710 LBJ Freeway Suite 450 Dallas, TX 75240 ' With a copy to: Michael Robbe, Esq. , ' 20 ATLANTA:5296237.1 , � � TABLE OF CONTENTS Page ' 1111 Metropolitan Avenue Suite 700 ' Charlotte, NC 28204 If to Augusta: ' City Administrator 530 Greene Street Suite 801 ' Augusta, GA 30911 With a copy to: , General Counsel Jim Plunkett, Esq. 429 Walker Street � Upper Level Augusta, GA 30901-5819 , and a copy to: MCKENNA LONG & ALDRIDGE LLP , 303 Peachtree Street, Suite 5300 Atlanta, GA 30308 Attention: Sharon A. Gay, Esq. � sgay(�a,mckennalon .g com ' Each party may change its address by written notice in accordance with this Section. Any communication addressed and mailed in accordance with this Section will be deemed to be given when so mailed, and any communication so delivered in person will be deemed to be given when receipted for by, or actually � received by the party identified above. Section 9.3 Amendments and Waivers. Any provision of this Agreement may be amended or waived if such amendment or waiver is in writing and is signed by the parties hereto. ' No course of dealing on the part of any party to this Agreement, nor any failure or delay by any party to this Agreement with respect to exercising any right, power or privilege hereunder will operate as a waiver thereof. ' Section 9.4 Invalidity. In the event that any provision of this Agreement is held unenfarceable in any respect, such unenforceability will not affect any other provision of this ' Agreement. Section 9.5 Successors and Assigns. Developer may not assign this Agreement or ' any of its rights hereunder or any interest herein without the prior written consent of Augusta, which consent may not be unreasonably withheld, conditioned or delayed; provided that Developer may, without the prior consent of Augusta, assign this Agreement and all or any portion of its rights hereunder and interests herein (i) to any Affiliate of it or to any entity which ' controls, is controlled by or under common control with it; (ii) to any purchaser of more than 60% of the total acreage of the Village at Riverwatch Project; or (iii) to any lender providing financing for all or any part of the Village at Riverwatch Project. Developer will provide written notice to , 2,1 ATLANTA:5296237.1 ' ' ' TABLE OF CONTENTS Page ' Augusta of any such assignment. Upon any such assignment of the obligations of Developer hereunder, Developer will be deemed released from such obligations. Notwithstanding the ' above, Developer may collaterally assign this Agreement and its rights hereunder and interest herein, without the consent of Augusta, to a lender to secure any acquisition, development or construction loan for the TAD Project, the Roadway Project, or the Village at Riverwatch Project. , Section 9.6 Schedules; Titles ofArticles and Sections. The Schedules attached to this Agreement are incorporated herein and will be considered a part of this Agreement for the ' purposes stated herein, except that in the event of any conflict between any of the provisions of such Schedules and the provisions of this Agreement, the provisions of this Agreement will prevail. All titles or headings are only for the convenience of the parties and may not be construed to have any effect or meaning as to the agreement between the parties hereto. Any ' reference herein to a Section or subsection will be considered a reference to such Section or subsection of this Agreement unless otherwise stated. Any reference herein to a Schedule will be considered a reference to the applicable Schedule attached hereto unless otherwise stated. ' Section 9.7 Applicable Law. This Agreement is a contract made under and will be construed in accordance with and governed by the laws of the United States of America and the ' State of Georgia. Venue shall be in Augusta. Section 9.8 Entire Agz�eement. This written agreement represents the final agreement ' between the parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties. ' 5ection 9.9 Approval by the Parties. Whenever this Agreement requires or permits approval or consent to be hereafter given by any of the parties, the parties agree that such approval or consent may not be unreasonably withheld, conditioned or delayed, and will be ' deemed given if no written objection is delivered to the requesting party within ten (10) business days after delivery of the request to the approving party. ' Section 9.10 Additional Actions. The parties agree to take such actions, including the execution and delivery of such documents, instruments, petitions and certifications as may be necessary or appropriate, from time to time, to carry out the terms, provisions and intent of this , Agreement and to aid and assist each other in carrying out said terms, provisions and intent. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed as of the 19�' day of April, 2011. , ' (Signatures on following pages) , ' , ' 22 ATLANTA:5296237.1 ' , TABLE OF CONTENTS Page ' AUGUSTA-RICHMOND COUNTY GEORGIA � ' � By: '"' "'�' � ,, _.__ 1 � � Its: �`'i � .� �,� � �. � Attest: r' � � � r �� `� �1�, � �, � .�: t,� �� ,G*;^ c� ��,,» �n� t � ,� �� { � � � �� ' � y � '; � °' � c, ✓�, � �, � � � � � �' F� f n .,. ^� ca ir , " ✓ , /°� '� � ° 1 � � �� .A r , '" v! Clerk / � f < . ; ; ; � .° " � ' �' .�; ' 4 sa:s> _ _3 ' s;� B� 1 � i 3 �., ` 4, r� ��i .�`� � �' � ,,., ;3 �� n ��'��E 3 (9f,1E^�?� '° � .:,".y � ' ��°�� , ' ' ' � , ' , 23 ATLANTA:5296237.1 ' , , , TABLE OF CONTENTS Page ' AUGUSTA VII,LAGE AT RNERWATCH LLC , � By: ' ' Its: �" .a ,�' �/� �� ,� t'' i l � � � � �� Attest: � � �",��,- �= �� . 1 ,� � 1 � � ;;� ►"�, VICKt LYNNE DENTON •°'�� '`'°� Notary Public, State of Texas ;;�•'.,a� My Commission Expires �',��ei�t;:� MCy 15�'�Otd 1 .,,.,,,.. 1 �� 1 1 1 1 1 1 1 24 ATLANTA:52962371 ' , ,' ' � , ' ' ' , . .,.�. ,.�.<..� ..y....�,�,.�. ..�,,.�,.�, ' �,, ,._.. + �� L �'� , , z; � +'r ,.� , � , �. : ., " � �. �'-Rf ` , � � ... . .. . . ..�.. . .. . .. ....... " • �. .,< � "i!W wKI�0.! �+�4IqbR'M�M"Ml1�MW �`�Ma�+��M�::wY�s� � , ' ' ' , ' ' ' ' i 1 , SCHEDULES ' ' A A-I Site Description A-2 Site Pian , B B-1 Viliage at Rive�•watch Project Desc�•iption B-2 TAD Project Description ' C C-1 TAD Project Construction Scl�edtile C-2 Roacl�vay Pc•oject Construction Scliedule ' D TAD Project Budget and Reimbursement Costs ' . E Form of Requisitioti F Projected TAD Increment , G Fo��n of Raad�vay War�•ant}+ , 1 1 ' 1 ' , , , ATLANTA:5277880.7 ' ! , � 1 ' SCHEDULE A-1 , SITE DL+'SCRIPTION � , ' ' ' ' ' , ' , , � � ' , `�� 1 � 1 ATLAiVTA:5277880.7 i { ' --- , � F . .. . . . . .. , . , Scl�edule A�l � i - Site )Jescription -- Legai Deseription ; ' � , TR A.CT "B" � - , Txact� `B" of the 90 U,M.D., Augus#a, Richmond County, Georgia accoxding to the plat thereof rec�rded in Cabinet C, Slide 191, Plat 1�. -- B containing 72.89 acres asid 6eang moxe pa�'ticularly � desc��zbes as follows: Beginning at a point Iocated at the intersection of nortlivvesterly right af way o� River Shoals Pa�kway and the northerly right of way of River '4V�teh ParkwAy; tlience along the northerly ' right of �cx�ay a�Rivex Wateh Par3cway S 80°20'Sl" W a distance of 152.78 feet to a point; thejzce ; along the no��therly right of way of River Watch Fa�kvvay as it curves for a dist�nce of 197.46 � feet �c�rith a radius of 2604.32 feet ha�vzng a chard of N 73°31'06" W a chord distance of 197.46 ' �eet to a#€4 rebat• found; thence Ieaving tlia northerly ri�ht of way of River Wateh Parkway N 06°54`15" E a distance nf 334.6� feet to a point and the POINT OT` 73�GINNIl�TG; th�nc� N 39°58'15"' W a distance of 152.80 feet to a poii�t; thence N b0°44'22" V�T a distance a£ 44b.86 feat ' to a point; thence I� 07°12'39" �iT a dista.►1ce of 199.32 feet to a point; thenc� N 67°12`39" � a distance of 65.7� feet to a point; thence S 59°�0'48" W a distance of 19.4I feet to a point; thenee N 07°12'39" W a distance af 97.77 feet ta a point; fhenc� N 59°07'd0" E a dis�a�ce of 38.96 fset ; to �z point; thea�ce N 22°47'21" E a distance of 75.24 £eet to a point; thence N 34°37'OS" 1 a dista��ce of 253 .6b feet to a point on the southerly rigl�t of vvay of Interstate 24; thence along the soutlierly xxght of way of In#erstate 2� N 56°Q�'07" E a distance of 189.1$ �eet to a#5 xeba� faux�.d; thence along fhe southerly right of way of Interstata 2(} N S6°03'3�" E a dis#ance of � 150.94 feet to a concrete monurneirt found; thence along the souther�y xight of way of Interstate 20 N 56°02'24" E a€iistanee of 391.79 feet ta a cancrete monument found; thence alotzg the sauth�rly right af �way of Intezsta#e 20 N S6°OS'Ob" E a distance of 355A6 feet to a concrete '. monument found; thence along the southerly right of way of Interstate 20 N 56°Q3'32°' E a dis#ance of '�5.35 feet to a point; thencs leaving the southerly right af way of �neea•state 20 S 28°45'09" W a d'zstance of 82.27 feet to a point; thence S 15°43`4�" W a distance ofZl l.81 f�et to , a�oi�t; thence S 09°57'46° E a distasice of 11,31 feet ta a point; thence S 53°53'08" E a distance � of 11,7b feet to a point; thenca N 87°OS'OS" E a disiance of 11,54 feet to a poinf; thenec N 61°34'08" E a disfance o�'23,62 feet to a poinf; the�tce N 51°43'�5" E a distance of 113.79 feet to ' a poin�ty thence N 77°27'28" E a distanee of I3.77 feet to a point; thence S 86°20'37" E a distance af 21.40 feet to a point; tl�ence S'70°01'34" E a distance ot 71.56 feet to a paint; the�ce S 5$°16'07" E a clistance vf 51.51 feet to a paint; thence S 5�°02'04" E a d�stance o� 151,15 feet to a point; thence S 85°03'36" E a distanee of 54.63 feet to s point; thence N 62°43'45" E a distance � of 1.8,95 feet to a.paint; t}zanee N 35°32'32° E a dis#ance of 154.51 feet to a point; thence S 69°�3`�7 E a distar�ce of 95.54 feet to a point; thence N 80°16'S3" E a distance of 36.36 feet to a point; tl�ence S 4�°32'23"� a distance of 19.12 feet to a point; thence S 53°04'59" E a disfance of � � 41.90 fest to a paint; thence S 58°OS'S3" E a distazice of 22.90 feet ta a point; thenca � 64°SS'1 a° E a dista�ice of 38.95 fe�# to a point; thencc S 79°30'4�" E a distance of G8.54 feef to a point; t�.ence S 57°17'S9" E a dist�ncs of 42.00 feet to � point, thence S Gl°17'05" E a distance of 43,'15 . ' feet to a point; thence S 56°34'S4" E a distanc� o� 39,36 £eet to a point; thenee S 62°5�'S3" E a ' ' ' ' i _ . ... . . , � , � distance� 0�' feet to a point; thence S 71 ° 14`28" F a distance o� 29.35 feet to a point; thence S'17 59 I3 � a distance of I7.84 feet to a point; thence S 81 °12'24" E a distai�ce af 34.50 feet to a point; fhence S 85°55'3Q" E a distance of 46.76 feet to a point; thence S 58°17`�S" E a distance ' � af 139.40 feet #a a point; fihence S 5�°�1'SI" E a distance of 51.89 feet to a point; thence S 15°29'S5" W a distance of 4.87 feet ta a pai�f; thence S 66°30'11" E a distance of 17.34 feet to a point; thence S 4$°26`15" E a distance of 219.6C feet to a point; thence S 39°ZS'1I" E a distance , of 8,9Q feet to a point; thenee S 28°51'12" E a dis#ance of 183.18.feet to a point; thence S 49°56'45" 'V� a distance of 21,79 feet to a point; thence S 35°�8'53" W a distance of $3.26 feet to ' a point; thenee S OS°47'48" i� a distance of 81.16 feet to a point; t�ence S 40°28'S4" � a disfance . of 73.64 faet to � point; thence N S7°33'22" E a distance of 34.85 feet to a point; thence N , �7°29'18" E a distanee of 37.8'1 feet to a point; #he�ce S D9°23'42°' � a distance af 1�6.28 feet to a poi�at; thence S 5S°35'i6" W a distance of 52.29 feet to a point; thence � OQ°28'Ol" �rV a distance of 7G,S8 feet to � point; thence S 10°41 '44" E� distance of 59.94 feet to a point; thence ' N 75°58'S5" E a distance of 23,01 feet to a point; tltence S 3�°40'S1" E a distaince of 32.]0 feet to a point; t��ence S Q4°22'S6" E a distance of 183,23 feet to a point; thence S 10°13 '21" B a disf�nee af 28,52 feet to a point; thenee S 15°31'S1" E a distance of 115.1� feet ta a point; thence ' S 20°�7'22" W a ciistance of 65.52 feet to a point; thenc� S 25°29'OS" E a dista��.ce of 29.07 feet to a poin#; thanee S 74°58'46" E a distance of 47.35 feet to a pvint; #hence S 24°OS'02" E a dista�ace a�47.79 �feet to a point; thence S 81°18'09" W� distance of 18.56 feet ta a point; thence ' N 75°43'00" U� a distance of 18.58 faet to a point; thence N 88°23'�5" 'VV' a distance of 23.42 feet to a point; thence � 78°23'1�" W a distanee of 25.18 feet to a poinf; thence S 6�#°22`S'1" W a distance of �3,01 feet to a point; thence � 47°43'22" V4� a distance of 37.30 feet to a poia�t; flience ; S 28°17'31" W a distance af �3.78 feet #o a point; dience S 10°45' 11" W a distanee of 38.6$ feet fio a point; thence S 02°50'18" E� distance of 21.69 feet to a point, thence S 1�°02'27" E a disfanee of 26,61 feet to a point: thenc� S 2b°39'59" E a distance af 19.53 feet to a point: thence � S 04°20'�48" '�ir a distance of 30,59 feet ta a point: thence S Ol°02'34" E a d�stance of 4�.58 feet i to a point: thenee S 14°11'28" VST a distanee of 199.22 feet to a point: thence S 25°19'�5" W a distanoe of 14.85 feet to a pvint: thence S 32°52'22" �ir' a clistance of 24.93 feet to a poin#: thence S�6°a2'37" W a distanee of 113.11 feet to a point: thence S 42°45'Q3" W a distance of 69.80 feet ' to a point; thence S 54°27'�4" `1V a dis�ce of 11.22 feet to a point; then.ce S 79°09'14° Vi�` a � distance of 126.90 feet to a point; tlience S 63°00'4fi" �V a distance of 38.99 feet to a point; tl�ence N'7r35'l.5" W a dista�ce of 25.25 feet to a poinf; thence S SI °42'4l" W a distance of ' 39.a1 fe�t to a point; thence S 52°3S'03" E a distance o�23.01 feaf to a point; then.ce S 63°41'12" W a distance of 1�.45 feet to a point; �lienoe S 73°12'21" W a dis#ance af 28.82 feet to a point; - tlience I� 38°52'12" W a distance of 24,83 feeC to a point; thence N 35°43'43" W a distance o£ , 25.27 feef to a point; thence N 56°�d'O1" W a distauce of 21.54 feet to � point; thence N 7G°25'27" W a distance of 22.23 feet to a poin:t; the�ce S 83°4b'20" V� a distance of 2l .86 feet to a point; tk�ence S b?°48`02" W a distance of 53,4� feet to a point; �.ience S 48°31 `�9" '�7J' a , distan.ce of 27,34 feet to a point; thence S 31°18'16" W a distance of29.66 feet to a poini; thence S l7°38`37" W a distance of 26.50 feet to a point; thence S 80°46`36" W a distance of �3.22 fe�t to a point; the�ce N 84°02'S8" W a dis#ance of 6.50 feet to a. point; flienee S 65°30'16" W a ciistt�nce of �.69 feet to a point; tlience S$S°03'S3" W a distance of 41.7Q feet to a point loc�.ted ' on the n.o�therly right of way af Rivec Watch Parkway; thence along the northerl� right of way of Rivex Watch Parkway N 55°�ll'19" W a distance Qf 457.b6 to a co�cxete monument found; thence along the northerly right of way of Riv�r Watch Parkvvay N 49°41'14" W a distance af � 75,06 feet to a point; thence lea�ing the liortlierly right of way of River WAfeh Parkway N � ' ,� - . . . . . � ' � � t 37°27'SS" E a distiance of 539.82 £eef to a point; thence N 37°27'S5" E a distance of 60.00 fcet to � a#4 rebar found; thence N 52°32'O5" W a distanca of 124.87 feet to a#4 rebar set; ihence N } 45°57'30" W a dist�n.ee of �#9.19 feet ta a#4 rebac set; fliez�ce N 52°29'�47°' W a distance af � ' Id0.34 feet to a#i4 rebar set; thence N 06°25'10" W a dis#a�ice of 41.b2 feet to a#4 rebar set; '. thence aiong n curve a clistanee of 12,8.28 feet witk� a radius o£ 1�26.92 feet having a chord of N 35°14'30" E a chard dis�ance of 128,2Q feet ta a#4 reba.r �et; thenee N S8°20'13" W a distance of ' 100.00 feet to a#4 rebax set; thenee alang a curve a. distance of 188.12 feet with a radius of 926,92 feet having a ehord of S 37°28'39" W a ahord distanee a#' 187.80 feet to point; t��ence N 47°29'S5° � a distanee of 99.66 fe�t to a poxnt; thence N 47°11'04" W a distanee of 189,13 feet � ta a point; thence N�4° 19'57" W a distance of 197.72 feet to a point; thence aiong a curve a distance of I12.97 feet wi#h a radius of 65.75 feet lnaving a chord of S 86°26'5Q" W a chord distazxce o£ 99.58 £eet to a point; thez�ce S 3?°l3'37" W a distance of,25.08 f�et ta a point; thenee along a cEUVe a distaz�ce o��103,69 feef with a radius af 48350 feet with a chord of � 43°22'15" � W a chorci distxnce of 103.49 feet to a point; �t�ence S 49°30'S2" W a clistanee of 69.42 feet to a point; #hence N 0&°37'2I" W a distance of '775.i9 feet to a paint; thence S 73°l6'4S" W a distance of 95A� £eet to a point; thence N 06°3T21" W a dista.t�ce of 235.71 feeE fo a point; ' #hence along a curve a distance of 47.88 feet with a radius of 8�.00 fee# having a chord of S 78°�l'33" W a distance of 47.IG feet to a poin#; thence N 84°09'49" W a distance of 63.3a feet to a point; tl�er�ce along a curve a distance of 194.89 feet �vvith a raditrs of 2'lO.OQ feet having a ' chard of S 7S°09'29" '1ri� a distanee of 190.69 feet to a point; thence S 54°28'46" W a distanee of 70.65 feet to a point; thenee along a cu�ve a distance of 271.82 feet wi�l� a i�adius of 270,�0 feet having a chord af S 2S°38'20" '� a distanee o� 260.48 feet �a a point; thence S 03°12`Ob" E a , distance o� 49.96 feet to a point, #hence � 06°37'21 ° E a distaaca of 358.98 feet to a point; thence along a curve � distance of 126.Q9 feet with a radius of 133.50 feet having a chord of �S 33°�0'S2" E a cl2ord dzstance o� 121.�6 feet to tt poinf; thenee S 60°44'22" E a distance of 537.39 feet ta a point; thence S 49°14'S4" �V a distance af 88,95 feet to a poi�nt �nd tlae Point of t Beginning. TRACT "C" ' � Tiact "G" of the 90� Cx.M.D., Au usta, Richmand County, Georgia according to the plat thereof � recorded in Cabinet C, Slide 191.; Plat A- B cantaining 12.b8 �.cres and being m,ore particulariy , d�sc►•ibes as follows: . � � Beginning �t a point located at the intexsection of the northwesterly xight of vvay of River Shoals � Parkway and the nortlaerly right v£ r�ay of River Watch Parkwa�; thence a(ong the northerly . right af way of �tiver Wateh P�ekway S 80°2a'S1" W a disfance of 162.78•feet to a point; thence along the" noi�herly right o� way o� River Watah Parkway as it cuxves �vr a distance of 197.46 feat witl� a iadius of 26�4.32 �eet h�av�ng �, cl�ard of N 73°31 '06" 'trV a chord distance of 197.4G ' feet #o a#4 rebar fo�ind; thence leaving the rzortherly �right of way of Rivez �Vateh Parkvvay N Ob°S4' 1 S" E a dis�ance of 33�.64 feet t� a#� rebar found; thence N 49° 14'54" E a distance of , 88.95 feet to a point arad the POI1�1T OF B�GINNTNG; tiience N 60°44'22" W a distan.ce o�' 537,39 feet to a point; thenee along a et�rve a distance of 125.09 feet with a radius of 133.50 feet having a chard af l�i 33°40`52" '�Ti� a chord distance v� 121.46 feet ta a poinf; thence N Ob°37`21" W a dist�ce of 358.98 feet to a point; thence N 03°l2'06" W a distance of 49.96 feet to a po�nt; ' thence along a cu� for a distance of 271,82 feet wifh a�adius o£ 270,00 feet havii�g a ehord of ' 1 1 � ,� , . . ... . � , � � i ' N 2S°38`20" E a chord distance of 260.48 fest to a poinf; theYice N 5�°28'46" E a distance af ; 70.66 feet to a paint; thcnce along a ctu�ve a dis#ance af 194.89 fee# with a raditts of 270.00 feet � having � chord of N 75°09'29" E a chord distance of 190.69 �eet to a point; thence S 84°�9'�49" E ; '� a�iistance of 53.30 feet to a_ point; thence along A cw�e a distance of 47 �e�t with a radius of 80,00 feet havin$ a choxd of N 78°41'33" E a distance of �7.15 feet to a point; thence S 06°37`21" E a distance of 235,'71 feet to a pnint; thence �173°16'45" E a distar�ce of 95.Q4 feet to ' a point; #hence S Q6°37`21" E a distance of 775.19 �eet to a point; fhenee N 49 °34'S2" E a distanee of 69.�2 feet to a po3nt; thence alnng a curve for a distanca of 1.03.69 feet with a radius of 483.50 feet having a cho�•d af N 43°22'1.5" E a cl�ord distance of 103.49 feet to a point; thence � N 37°13'37" E a distance of 25.08 feet to a point; thence alon� a curve for a distance of 112.97 feet witb a radius of 65.75 feet having a chord o£N 8G°25'S0" E a chord distance of 99.58 feet to a point; #hence S 44°19'57" E� distance of 197.72 £eet to a pvint; theiice S 47°11'04" E a distaz�.ce of 189,13 �eetto a point; thence S�47°29'S5" E a distance of 99,66 feet to a point; tlienc� ' along a cu�ve fo�� a distance of 55.b3 feef with a radius of 926.92 feet h�ving �. chord of S �S°QO'40'" W a chord distanee of 55.62 feet to a poix�t; thence N 00°47'40" W a distance of 41.23 feet to a point; #hence N 47°28'3S" W a d.istance of �}72.50 feet to a�4 rebax found; thezzce S ' 49°14'S4" W a dis#anee of385.Q2 feat to apoinf and the Poin# afBegizuiing, . ' TRACT "D" Txact "D" o£ the 9� G.M.D,, August�, Riehcnond County, Georgia according to the plat tl�ereaf ' recorded in Cabinet G, Siide 19I, Plat A- B con#azning 28.70 aeres and being more particularly describes as follows; � B�ginniz�g at a point located at the intexsection af #he narthwestexly right of way of 12ivex Shoals Parkway and the nortl�eriy i�ight of way of Ri.ver Watch Parkway; thence along the nortllerly rlght of way af River Vi�atc�i Pmr�Crvay S 80°20'S 1" W a distance of 162.78 feet fo a point, thence along the nartl�erly right of way of R.ivez Watcl� Paritway as it cuives for a distance of 197.46 ' feet vvith a radius of 2604.32 feet having a chord of V 73 °31'06" W a c�ord distance of 197,46 feet to a#4 rebar found and the P4TNT OF BEGINNIN�; fhence continue along the noi�tkerly right of way of 12iver Watch �'arkway as it eurves for a distance of 869,03 feet with a radius of � 26Q�.32 feet having �, ehord of N 85°02'19" W a cho�•d distance o� 865A1 £eet to a#4 r�bar set; � thence along the northerly riglrt of way of River Watch Parkway S 85°21'29 W a distance flf � 448.63 fee# to a#4 rel�ar set; t�ence along the northerly right of way o� River Watc� �arkway S � 79°10'35" 'W a distanc:e of 99.76 feet to a##� rebar set; t�enca eontinue along the northerly right . of way of River l�atch Parkvc��.y S 79°13'3?" W a distance o� 197,12 �eet ta a#� xebar set; tllenee leaving the noi�therly right af way of River Watch Parkway N Ob°29'11" E a distance of 124.63 ' feet to a point; thence N 06°91".11" E a c�istance of 21'7.88 feet to a#4 rebar sef; thence TT Ob°28'35" � a distance of 176.96 feet to a#4 rebar set; thence N 05°Q2'09" E a distauce of 52.58 feet to a#4 rebar set, fhen N 06°00'�45" E a distaiice of 131.27 feet to _a #4 rebar set on the � sauthez•ly right Qf way of Interstate 20; thence along the southerly righ# of vvay o� Interstate 20 N' 60°31'23" E a disfance of 52.27 feet to a 1-1�4" crimp top pipe found; thence �long the southerly right of way af Iuterstate 20 N 58°2]'06" E a distanee of 200.06 feet to a 1-114" erimp top pipe found; thence N 57°20'A2" E.a disfance of 199.32 feet to a 1-114" crimp tvp pipe fou�xd; tl3ence ' aloi�g the southsrly right of way of Inteistate 20 N 5G°3�'33' E a distance of 169,61 feet to a ' � ' 1 � �� . . ' . . ' � I � � � ; , eoncrete monument found; thence along the soutlierly right of r��vay of Intexstate 2Q N 55°51'S2" 3 E a distance of 27.18 feet to a concrete monument; thence along tl�e souther�y rigl�t of way of i Tntea•state 20 N 33°26'15" W a dis#ance of 19.75 feet to a#4 rebar set; thence along the southerly ; ' right of way c�f Interstate 20 N 56°0?'�9" E a distance of 199.?0 feet to a concrete manunnent � found; thence alo»g the southerl� right of way vf I�itexstate 20 N 56°U4'D7" E a distance of � 2129� feet to a point; thence leaving the southerly right of v�a� of Interstate 20 S 34°3'1'05" E a � ' dista�ace of 253,66 feet to a poi�at; thence S 22°47'21" W a distatace of ?5.24 feet to a point; thence � 59 °07'00" W a distance of 38.9G feet to a point; thenca S 07°12'39" E a distance of 97.7� f�t to a point; thence N 59°00`4$" E a distance of 14.�41 feet to a pnint; thence S �7° 12'39" E a distance of 65.74 feet to a point; thence S 07° 12`39" E a distar�ce of � 99.32 f�ef ta a point; � thence S 60°44'22" E a distance of �4.8b feet to a point; the�ce S 39°S$'f 5" E a dis�ance of 152.80 fe�t to a#4 rebar found; thence S 06°54'15" W a distance of 334.64 feet to a#� rebAr found wd the �aint of Beginning. ' , ROADWAY TRACT "Roadway Tract" af the 9D� G.M.D., Augus#a, Richmond County, Georgia according fo t�e plat thereof recorded in Cabinet C, Slide 191, �'lat ,t1. - B containing 1.12 acres and being more � particularly describes as follovvs: Beginuing at a point located at #�e intersectinn of the southeastexly right of way of River Shoals ; Parkway� aa�d the noa�therly right of way of River VV'afieh parkway; thence along the northerly right of vvay of River tiVatch P�rkway S 44°41'22" E a distance of 5�1..44 feet fo a paint; thence leaving the n.ortl�erly right of wa� of River Watch I'arkv�ay �I 3'7°27'�5" E a distance of 539.82 � feet to a#4 rebar found az�d the POINT O�' IiEGIN1VING; thence N 52°28'37" V�T a distance of 276.1� feet to a poin#, thence N 59°35'SI" W a distance of 65,33 feet to a point; thence N . 80°54'S9" W a distance of 36.33 feet to a point; thence N 54°53' 1 S" tiV a distance of 101.89 feet to a point; thence along a curve foz• a distance af 55.63 �eet with a xadius of 926.92 feet havin� a ' chord of N 4S°00'40" � a distanee of 55.62 feet to a point; fhence alon$ a curve for a distance of I88.12 feet with a xadius o� 926.92 fee� having a chord of N 37°28'39" E a distance of 187.80 feet to a point; thence S 5$°20'l3" E a distance of 104.00 £eet to a point; thence along a cui�ve for ' a distance of 128.28 feet rvith a radius of 1Q26.92 feef having a cl�arci of S 35°14'30" W a dis�ance of 128.20 feet to a point; thence S 06°2S'10" E a distance of �1.62 feet to a poan#; thence S 52°29'4T' E a distar�ce of 160.34 feet to a point; thenee S�S°57'30'' L� a distanae of 49.i9 feet � to a p�int; thence S 52°32'Q5" E a distauce a� 124.87 feet to a paint; thence S 37°27'55" V� � c�istance nf 64.00 feet ta a point a�id the �'oint of Begi�n�ling. � � . � � ' ' 1 � j ,� * A�e� ��I ll��t I� s�w�4 i fi� M~ �f` I . �� f � � 00 � � r ♦ ' ♦ y � � ♦ � � 4 � � � ` . `. 4 � � �� S . t 1 +r � ♦ Q '� � . { '�' �►�� °� a '� � ,� . �2� � 4 �� / � �~ � � � ��,�\ �' �, t �� f � ti .� � f �'/' �� (? \ , 'G � �,�, � , � � � � � f `~ �! �� O y 4 �' � . �� p cJ �� O � { �' . �' � Oo ;�I� �ti�0 ° o ° � ,�^� . If� �. �` ♦ i � ° � � � � /f ��f � �� + +� u ,�� '� �f, � ; �\ �� ♦ � f a�� \ � `` � �-((; \� �`�♦ f� ��, � �i � � �� a � � � � .� . O ��`` + "i ° �= ` �� ♦ .� � � �� ` tL �� ....� 1l ti �\`� + r � � i �' ��6-`��'� , � � � i ��.��` ��♦ � � � '`� �"� ° l� j � �. \��'�'��` " � ��l� �- - f� � `� � � �� „ Q `� � �, �� o � �, o - `�� \ �� \ � � ��`�j 1 � . '� ♦ � �� a r � � t � � �\ \� � �� a {� � •\ \ _ � � � ,�� \ � /_ _. � . „� }-- " `..�. 1� 4 �\ � 1 L� x .�. �,�� i . � � ~ �, \� � �� ,� .. ' �[ \ \� � � a�w� �o rt � ti �t tr�.a` _ ,� . � ��`� ��' � . � � . �� \ ' � �� `� � � \ \�� , � \ .� , . _ _ __— ' � ' SCH�bUL� A-2 SITE PLAN �� ' � ' � 1 1 1 :1 ! 1 1 1 1 1 I A-2-I ATLANTA:5277880.7 �_ � � .' .. . � +. � \� � \� \ i� 1 �� 0 � �l � ` � ■;; \ ° ` ` L� � � l\ ` � \ o :� `\ `�� t11 � \� �� C � [ � � � ��i� `l � ` `�� b a z -� t� j,. � , . �,, ,�, , �- �.. . � � .,� � � i� � � ` \l `l\� � � � � o R' � � � �� 1 � b � � � -. � �� l �� °-1 ° r�!y �� , � tt71 �� ,�\ c» � � . 1 \'� \� y l 1 � �\1tf� � � .�' � �\ C�� . !� \ �� \�{ -- ��1� l�� `�t� y/ � \\ l � � , f,r '%�� \ l\ ,�, \� �\ .� �/� ��'"p �' l �" `� I � ., � �O �� o ° � ` 1\ `\\ ±' ,��.�,,�; .: �0 � o ° \\ ti\ .. f ��, C .,�� d p `� � t \ . � � . �� n �% r� � `` � . . O � . � • � �` ` \ � `� . � ��` � � /' `� � `; 1 � � � �i �� \ ��\ , ��T ��,�L �� f�� . '_ ' ' SCH�DULE B-1 VILLAGE AT RTVERWATCH � 1'ROJECT DESCRTPTION �' �' �� i ' , , ' '! , � �' ' ' B-1-1 Arr.Ar�znsz��sso.� � � � � � , ; � ,� ' � Schedule B-1 , � ' �1'iliage at Riverwatch � Project Descxiptxvn � The Village at Rivei�vatch consists of ap�ro.cimately 11 S�acres along Rivez�vatch Parkwa� and Ititetstafe 20�in,r�.ugusfa, Georgia. t The Pxoject is anticipated to be c�ev�Ioped in fJaree stages: the Costca Tract, Fhase T a�id Phase II, atl connected througl� an extension of t�le:�ander Drive, apprvximufelq S-acres, from I�ver Watc� Parkway to River Shoals Parkway,. 1 ♦ The Cosfco Traot consists of approxirraately 16.5-acres and wi11 house a Costco meinbership warehot�se ctub. ': Phase I is comprised of approxiinatsly i2-acres located along River Watch Parkway and is expec#ed to be developed inta cvmmercial oufparcel lots a.nd sold and/or leased to third �, parties for d�velopinent. Typical uses to include, but not Izmited to, restaurants, retail shops, banks, office space, and hotels. Phase II, appa. 82-acres, comprises the balance of the site and is situated east and � west of fhe Castca Tract. Phase II of the Vitlage at Riverv�atch is expected to include large- format retail, specialty retail, restauzants, as well as other development uses. ' '. • � - � ' , ' ' , _ . ' �` � ' ;' SCHEDUL� B-2 TAD PROJECT DESCRIPTION I The TAD Project consists of the follo�ving development-related activities: ;, • Demolition of existing utiltties and otl�er eYisting infi•ast�•ucture; • Removal of alt u�isuitable soils fi•om tlie Site and replacainant with soil suitable to suppoit tlle proposed developmeni; ' • Gi�adin of the Site and i�istallation of d2•iveways, sidewalks, sta•eet liglits, and �vatei•, sanita►y � se�vei•, and storm se�ver systeins; ' ' • The Costco Project; • Aequisition of any land or ather real property interests necessary to impleme�it the TAD `' Project; • Legal fees related to the Village at Riverivatch TAD; atid '' • r l�itectu2•a3 en ineerin ejieral contractar overhead and fees, and other professional and Ac , g g,g consulting fees related to planning and implementii�g the TAD Project. '� ' • To the extent that the above costs �io not exeeec� $10,000,000.Q0, tl�e TAD 1?roject also --- includes interest payments on Project Financing (determined in accordance with tlie terms of :' this Ag�•eement) and Roadway Projeot costs in excess of $1,004A00A0, ''; , , ;� , '' � 8-2-1 , ATLAN'I'A:5277880.7 ' ' � 1 SCHEDULE C-1 TAD PROJECT CONSTRUCTI�N SCHEDUL� � ' ' ' � � 1 1 i 1 1 1 1 1 C-1-1 ATLATJTA:5277880.9 , ' : . . . I ' I i � �� r . � � a 'C '" ° � r �� b �--� � � o �� o ' �.x : �� - c� ''' r� � �� o o � z . ° �-� � , e � � o � � .P3 � �az� C � _ a r �� .� -�, � `i �=� � �� rn �� . , � � �� , � i �� I � -. N 7 7� rW-� � � �. ' � - '� � �s3 LJ �=� � i. :--; • � r �='� � � • 'O � t' i-i"�'= Q� a `� ' 'fi Q �� . (A ' ' ---�--- �� ro� � '' ` � r_ ny:;�i ' �� _ u , � _ . � �� _ m �� 7 t` �� -p . .�G S- � 'j . N . � � V $=.s - tn � . O �� O .. _ 9 �.. v. . .0 j ��'�� ` � �• � y �� . . � ; Q � � (,�,} �� V C � . � �j g "�x`� y � � � . w y �s'-? •� � � U) . �o Q �� • a @ �, o , � a �:��_ o n. a t� � o �� a 5 ti �� . �� 1 1 ' i � I _ _ _ � ' � � SCHEDULE C-2 ROADWAY PROJrCT CONSTRUCTION SCHEDULF, i 1 i t 1 1 . 1 1 1�� 1 t 1 1 1 1 C _ z _, , ATi,AI�f7'A:52773$0.7 ' � - � � . . . . ... . ! , � � �� . �.: �=� � `� � � �� .� � . Q�� rno � � ' � �� 0 o�� p z'_' r x-• r . c� ,. � c � �� a -�� a l#�=� ;� m p �� c �.�k a �� , . �� - �i �.� � : r �� ,:.� '�-_'..; =� � •=-� � � ,��, r �i �.'� O a i?---� N �� E �s�_e ' r �� ' . � ^�_ � ��`^'..� F�� ' - r � N ��-. ' F` �� . 3 �,. '6 �:.� � �! � ¢� N �,�....: � � . � �'� � =�.`to.''� �� . r r�� a' sy .. � ��.,`... � n� ' � ^ � � y � � � � —e8 � x � u � � � � � c � o � ��: � . � `� � .G fl ��,, q � V U y � ��+� � o � � ° c � > O � Q � � ie a __" v, �, � ' � �° � � a ri c`� _ y � � � i'� � • ' � � � , r � SCH�DULE D TAD PROJECT BUDG�T AND ItETMBURSEMCNT COSTS t : ��.. ` . ..� . . .. . .- .. � , _ . aa- � x �� ...:. � �.�5..,=u_: s.?a,� �.., ° � r � � �x.._ z"`�'T-'-�.::� ��x..� z �- :- ^� __ _=;—_ - s ... u-3"' -""..__....��— "a' ,.._i._�___: ...., �...._..-..-...--��•.— �-- _ _— , TAD 1'roject Budget �Rei�nbursement Costs): Land Valuation: , Land acquisition $1,477,754 Costo Project land improvements (constrtiction & praject costs to date) $ 2,745,2�ib Total Land Valuation $4,223,000 �' Site�vork— Village at Riveitivatch Project Costs benefitting the Costco $1,646,941 Ps•aject '` Site�vork — Improvements to Costco Tract $3,357,922 Construetion services, architectural, enginearing $504,950 �' I Professional fees $325,Oa0 ' '. Costco Project �•eal esfate management and co�isulfing fees $SOO,OOQ Developer out-of-pocket Costco Project reiated expenses $ ---- '" General Co�itingency $29i,741 ' Total $10,849,554 Additio;�al Rei�nbursement Cos#s ': Interest on Project Financing* To be provided Road�vay Project costs in excess of $1,040,Ofl0* To be provided � � �`Note: Pursuant to A��ticle VI and Schedule B-2, some portian of Advances in these categories may be paid from the Reimbursement Fund to the extent that all other items in the TAD Project Bud�et do not exceed $14,040,000. ' � ' ' ' ', ' SCHEDUL� E TURM OF REQUiSITION � VILLAG� AT 12IVERWATCH TAX ALLOCATiON DISTRICT ' ; Requisitio�t No. _ Date of Requis'rtion: _, 20 . ' TO: , Attention: ' Facsiinile: PROJECT: ' TAD Projecf DEV�LOl'ER: Augusta Village at Riverwatch, LLC , Application is �nade for payment of amounts an deposit in the Reimbt�rseineirt Fund to pay for Reiinbursement Costs in the amou�it, for the pi�rposes and on the teijns set farth beiow, all in accordance �vith tlie provisions of that cert�in Development Agreeine�it behveen Augusta and the Developer named � above, dated as of , 201 l. All capitalized te�•ms used lierein not otlierwise defined shall have fl�e meaning given thein in tl�e Developme��t Agreemeizt. ' As of the date of this Requisition No. �, outstanding Requisition amounts and accrued inte�•est thereon , is $ {the "Outstanding Bala�ice") as detailed below: Requisition Aate A�tiointf of Amou��ts Balancc Unpaid Total � No. Approved Requisition Paid to Date UE�paici AceruecI Amouttt Due Interest ' ' ' � AIA Form G-702 a�id its Continuation Sheet, AIA Docutnent G-703, ace attacl�ed as Exhibit A and are , made a pai�t of tliis Requisition. Arcl�itect's a��d Contractor's Certificates for Payfne�rt are attached as pa►�t of the attachetl AIA For�n G-702. ' � E-1 ' " ATLAN'FA:5277880.7 ; t i , , ' ' i. The TAD P�•oject Budget is $ and ihe TAD Project cos#s, Schedule of Values and Percentages of Compietion are as set fortli on Forms G-702 and G-703 attached. ' 2. Total amount reqtrested: $ 3, Attac€ied hereto as Exhibit B are: r (a) Copies af all bills or statements or cancelled cl�ecks for any indirect or soft-cast expense for �vhich this Requisitioit is requested; � (b} Copies of all t�ills or state�ne2�ts or cancelted checks for any such hard cost expenses inc��rred by tlie Dev$loper for which titis Requisitioi� is rec�uestet3; , (c} To the extent applicab(e, a eopy of a satisfactoiy "�ntsriin Waiver and Release Upon Payment" pursuant to O.C.G.A. § 44-14-366 frorn the General Co�itractor w3iich �•eceived payment from tlie proceeds of the immediately preceding Requisition. ' DEVELOPER'8 CERTIFTCATTONS I�� accordance �vith tlie Development Agree�nent, Developer certifies to Augusta tl�at: , (a) all of its represen#ations and ��varranties made in and as of tlie date of the Developanent Agreement are true and correct as of the date hereof; ' (b) the quality of the construction of the TAD Project is in accorciance �vith the P1ai�s and fhe ' Devetop�nent Agreemenf; �, (c) the Project Cost breakdown refere�3ced in this Requisition is accurate; (d} all a�nounts being reimburseci for stored materials ara and �vill be stored in eitlier (a) a � bonded �vare3�ouse a�proved by Augusta and accessibie ta inspectian by representatives of Augusta, or (b) stoced in a locked and atllei�vise secure storage arrange�nent acceptable to Augusta and insured in an ainount acceptabie to Augusta; , (e} no amounts are requested for materials to be stored more than 150 days before being used in the TAD Pt•oject; , {f) no paymettt iuider tl�is Requisition exceeds the maximurn allowable non-constraetion expenses actually incurred within tlie amounts seY farth in t(ie TAD Project Budget, plus the lesser of {a) the actua3 cost of the completed portion of the TAD P��oject or {b} tl�e scheduled value of eacli ' coinpleted poction of the TAD 1'roject as set fo��th in the Schedule of Values attached hereto; (g} atl payments reguested under this Renuisition a�•e foa• TAD Project items (i) �vhicli are of a quality and construction acceptabie under fi�e Pians a►id {ii) �vliich have not been previously paid; ' (IZ) tliere are no liens oufstanding against the site of tlie TAD Pr oject except (i) inchoate liens for pj�operty taxes not yet d�ie and payable, (ii} liens being coi�tested in accordance witl� the terms and , canditio��s set forth in applicable law and (iii) liens coi�sented to by Augusta or ofherwise permiited by the DeveIopment Ag:•eement; ' (i} Develper is not in default under the Development Ag�•eeme��t; and E-2 ' ATLANTA:5277$80.7 � � ' (j) No governmental body l�as issued the eqti�ivalent of a stop order with respect to any portiois of #he TAD Project. t AUGUSTA VILLAGE AT RiVERWATCH, LLC ' � By• ' Its: Approved; , AUGUSTA-RIC�-iMOND COUNTY, GEORGIA , , By: � Its: I ' ' , ' ' � ' E-3 ' A'I'LAN'fA:5277830.7 � , ' SCH�DUL� F TAX ALLOCATION INCREMENT AND LOST R�V�NUES PR�J�CTIONS ' � � �' ' , , � ' ,' � � � � ' F-1 ' A'I'LANTA:5277$80.7 � ,` - __ _i � l ' ' Period Year ��di�g Special Fund Revenues , r er Tax Rra ert 7ax P op ty P Y LQST Augusta BOE Total '� 1 12/31/2012 &35,050 41,182 97,690 773,923 2 12/31/2013 647,751 �4i,388 98,179 787,318 3 12/31/2014 660,706 41,595 98,670 800,971 � 4 12/31/2015 771,010 69,596 165,a93 1,005,698 5 12/31/2016 786,430 69,944 165,918 1,022,292 6 12/31/2(317 802,158 70,294 166,748 1,039,200 ';, 12/31/2018 818,201 70,645 167,581 1,055,428 : 8 12j31/2019 834,565 70,999 168,419 7.,073,983 ! 9 12/31/2020 851,257 71,35� 169,261 1,091,872 , 10 12/31/2Q21 860,841 71,710 170,108 1,102, 659 7.1 7.2/33.J2Q22 870,543 72,069 170,958 1,113,570 12 12/33./2023 880,3fi4 72,429 171,813 1,124,606 ;, ].3 12/31/2Q24 890,305 72,792 172,672 1,7.35,769 14 12/31/2025 90fl,368 73,155 173,535 1,147,OS9 15 12/37./2026 910,556 73,521 174,40� 1,158,480 , 16 12/31/2Q27 92Q868 73,889 175,275 1,170,032 17 12/31/2028 931,308 74,258 175,151 1,181,71,$ 18 1Z/31/2Q29 937,849 74,630 177,032 1,189,511 ., 19 12/31/2030 944,460 75,403 177,917 1,197,380 20 12/31/2031 951,142 75,378 17$,807 1,205,327 , 21 12/31/2032 957,897 75,755 179,701 1,213,353 ' 22 12/31/2033 964,726 76,133 180,599 1,221,459 23 12/31/203�} 971,629 76,514 181,502 1,224,646 2�4 12/31/2035 978,609 76,897 182,410 1,237,916 � 25 12/31/203fi 985,666 77,281 183,322 1,246,269 TOTALS 21,664,259 1,738,412 4,123,76b 27,526,437 __.- , Propety Assessed Value Castco � Phase 1 Outparcels � ' ' ' I - � � j ' SCHEDUL� G : FORM Or ROADWAY WARRANTY � � � , � � �' � � � i . 1 1 i � i G-1 ' ATLAAiTA:5277880.7 ' ... ....... .._ ._.. . . . ... .. . . _ . - � ' ' I i , i STATE OF GE�RGIA 1��AINTENANCE AGREF:MENT . COUNTY OF RICHMOND 1 THIS AGREEMENT, entereci into this day of , 20 , by and ' � between , hereinai�er refenred to as "Develapar," and AUGUSTA, GE�RGIA, �t political subdivision of �the State of Geo�gia; acfing by and through its Commission, hereinafter refeixedta as ".tlugt�sta,.�� '. WH�REAS, the Developex requested that #he Augusta, Georgia, Cotn�xzission accept ' certain raads, s�onn drains aa�d appurtez�ances for , as shown by deed coz�temporaneously tendered and reco:rded in fhe o�'ice of the Clerk of the Superior Court of ' Richmond County, Georgia, in Realty Reel , page _ , and WHEREAS, the C�ty has adopted a policy requiring tbe Developer to maintain all installations laid or installed in the subdivision for a�eriod of ei�l�teen months, wliich Augusta ' accepts by deed; NOW, THEREFORE,.in: considerat�on af tlie pxexnises, #he expense previously i.t�.cu�r�red ' i`! by Developer and the mutual agreements hereinafter set out, IT �S AGREED that; (I) The City accepts the roads and appzutenances, �espectfiilly described in the deed , `. contemporaneously tandered herewith ta the Augusta, Georgia, Commissioi�, i�ecorded in the , office of the Gler�C of the Supeiior Court of Richmond Cou►ity, Georgia, in Realty� Reel , page ': : (2) '�e Developer a�•ees ta rnaintain all the installations laid or installed in saad ' � subdivision as described in said deed for a period of eigl�teen months from the date herein. .. 3 The Develo er a•ees that if durin said ei teen manth eriod there is a failure of � } P �- g � P the installa�ians laid or instalied in said subdivision describecl in t�e deed due to failure of ' mate�ial or oar �c�vorkmanshi ,#he Develo er shall be xesponsible for adec�uate naaintez�ance 1� P l� , and xepair. ' (4) In the event of such failure of the improvements, the City shall noti�y the Developer and set forth in tivri#ing the ztenns in neet! of re�air. '�he Aeveloper s4�all presel�t 1 within fi8een buszness days its proposed plan of repair and slnall 3aave the repairs completec€ at a reasonable time, as detei�nined hy Augusta. 1 . ' � 1 ' . � . ..._ - . � i '. r ' (S) in the event of an emergency, as determined by Augusta, the Developer is unable , to respond in a ti�rnely manner, the City s�All be authorized to erect barricades, t�affic direcfion I devices and such other temporary measures as are necessary to remedy the emergency nature af the problem at the Developer's expense and to a�low �t�te Developer time to m�ke the needed ' ' repairs. (� in fite event the Deveioper fails ta comply with the terrns of this ag,�eemen#, then Augusta sha�l pXOeeed to have the necessaiy co�ective work done, and the Developer ag�ees to ,� be i�esponsible ta �lugusta for payment in fi�l of costs of repairing the improve�nents due to ' failure af matel7al or poor wozkmanship as liquidated dama�es, IN WITNES� "V►rHEREOF, Developer has hexeunto set his �and and seal, and Augusta ' I�as caused the exeeution of t�s agreement by and through i#s duiy authorized o�cers and agents, with its seat a�xed, the day and year first above tivritten. � � BY: (L.S.) � AS 1TS: ' `. AUGUSTA, GEORGI� COMNIISSION �. (L.S.) ' As Its 1Vlayoz� ' ATTEST: ' , '