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HomeMy WebLinkAboutREYNOLDS STREET PARKING DECK DOCUMENTSDear Lena: 0 9 0 23 3 7 (-- aeep 7— z- LAW OFFICES SHEPARD, PLUNKETT, HAMILTON & BOUDREAUX, LLP A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS STEPHEN E. SHEPARD, P.C. JAMES T. PLUNKETT, P.C. DANIEL. W. HAMILTON, P.C. TODD BOUDREAUX, P.C. JOHN P. MANTON 111, P.C. (GA & SC) HAROLD V. JONES II WENDY WITHROW JENNA BLACKWELL MATSON Interoffice Mail Ms. Lena Bonner Clerk of Commission 530 Greene Street, 8 Floor Augusta, Georgia 30901 AUGUSTA OFFICE. 429 WALKER STREET UPPER LEVEL AUGUSTA, GA 30901 (706) 722 -4111 (706) 722 -6200 (706) 722 -4817 FAX Re: Reynolds Street Parking Deck October 10, 2012 EVANS OFFICE. PAUL. K. PLUNKETT 7013 EVANS TOWN CENTER BLVD (1922 - 1998) SUITE 303 EVANS, GA 30809 (706) 869 -1334 (706) 868 -6788 FAX REPLY TO: Enclosed are the following documents in reference to the above - stated matter: Augusta Office 1) Copy of a Quitclaim Deed and Partial Release between Wells Fargo Bank, N.A. and 933 Broad Investment Co., LLC recorded in Richmond County in Book 1360, Page 1470. 2) Original Deed to Air Rights Parcel recorded in Richmond County in Book 1360, Page. 1474. 3) Original Construction, Operating and Reciprocal Easement Agreement recorded in ._-- Richmond County in Book 1360, Page 1477. 4) Copy of Deed with Reservation of Easements and Other Rights to Augusta, Georgia Land Bank Authority recorded in Richmond County in Book 1360, Page 1507. 5) Copy of Quitclaim Deed and Partial Release between Wells Fargo Bank, N.A. and Augusta, Georgia Land Bank Authority recorded in Richmond County in Book 1360, Page 1514. 6) Copy of recorded plat recorded in Richmond County in Book 8, Page 139.,,. - Ms. Lena Bonner Re: Reynolds Street Parking Deck October 10, 2012 Page 2 of 2 If you have any questions, please give me a call. Yours very truly, SHEPARD, PLUN MILTON & BOUDREAUX, LLP JTP /mea Enclosures: As Stated copy: Andrew MacKenzie, Law Dept. w /copies T. Plunkett • Instrument Number: 2012039337 Book/Page: 01360/1470 Date Filed: 09/19/2012 16:38:35.00 RETURN TO: R. E. Hanna, 111, Esquire Null Barrett, PC I I 1 Park Avenue, S.W. Aiken, SC 29801 STATE OF GEORGIA COUNTY OF ,RICHMOND 60468294 - 2 Book 01360:1470 Augusta - Richmond County 201203933709119/201216:38:35.0O $28.00 QUITCLAIM DEED 2012039337 Augusta - Richmond County Cross Reference instrijnients tec.onted at: Deed L qok 01 Page 1326 Deed Beek 0141 Page 1367 Deed 13oeR 01041, Page 21 Deed Book 01141 gage 2 11 9 Deed Beek 0101:Krage 1 440 Deedziok 0I2 64, Page 1045 Richmond County, Georgia records QUtTC1 .AIM JOBB AND PARTIAL, R EL EASE THIS QUITCLAIM DEED AND PARTIAL RELEASE (this "J' rtial Release ") is effective as of this L day of September, 2012, between WELLS FARGO BANK, N.A.,. a : national bankillig association; . successor by merger to WACHOVIA BANK, NATIONAL ASSOCIATION ("L ender "), haying a Mailing address of 333 Market Street, San Francisco, California 94105, Attention Rosana (Asa, Loin Administrator, and 933 BROAD INVESTMENT CO, LLCC a Georgia lrnited liability ny! compa ( "Guarantor"), with the naaiiing address of c/o Azalea Peyetopment, I,C 72$ Broad Street; Augusta Georgia 30901, Aitention;'Wiliiarn S. Morris IV ( "Lender" and "Guarantor" to include the plural :as well as the singular, and heirs, legal representatives, successors and assigns where the context se requires or admits). W17'1VF .aE WHEREAS, Lender has made certain loans (the "Loans ") to Augusta RIvertront, LLC !; ! orrawer "), which Loans are unpaid and are currently evidenced by 0) that certain I'.wiussory'Note made by Borrower in the original principal amount of $78,500,000 dated September 27, 2005 and (Ii) that certain Protuissory Nato made by Borrower in the original principal amount of S13,500,000 dated. February .17 2006 (collectively, the "Notes "). WHEREAS, Guarantor has guaranteed Borrower's indebtedness and obligations under the Notes and the Loans pursuant to that eettain Guaranty Agreement dated September 27, 2005 (as the ,same has been heretofore amended and reaffirmed, the "Guaranty "). This document is not to scale. Instrument Number: 2012039337 Book/Page: 01360/1471 Date Filed: 09/19/2012 16:38:35.00 Book 01360:1471 Augusta - Richmond County 2012039337 09/19/2012 16:38:35.00 WHEREAS, Guarantor has secured its obligations under the Guaranty with the following instruments: (i) that Deed to Secure Debt, Assignment of Rents and Leases, and Security Agreement dated as of September 27, 2005 made by Guarantor for the benefit of' Lender and recorded October 14, 2005 in Office of the Clerk of the Superior Court, Richmond County, Georgia (the "Official Records ") in Deed Book 01019, Page 1326, as the same has been modified and amended by that certain First Modification of Deed to Secure Debt, Security Agreement, Financing Statement and Fixture Filing, and First Modification of Assignment of Rents and Leases dated February 17, 2006 and recorded in the Official Records on March 2, 2006 in Deed Book 01041, Page 2155 (the "First Modification "), as further modified and amended by that certain Second Modification of Deed to Secure Debt, Security Agreement, Financing Statement and Fixture Filing, and Second Modification of Assignment of Rents and Leases dated August 23, 2007 and recorded in the Official Records on September 7, 2007 in Deed Book 01141, Page 2119 (the "Second Modification "; said deed to secure debt, as modified by the First Modification and the Second Modification is hereinafter collectively referred to as the "Security Deed "); (ii) that certain Assignment of Rents and Leases dated as of September 27, 2005 made by Guarantor for the benefit of Lender and recorded in the Official Records on October 14, 2005 in Deed Book 01019, Page 1367, as the same has been modified by the First Modification and Second Modification (said assignment of rents and leases as modified by the First Modification and the Second Modification is hereinafter collectively referred to as the "ALR "); and (iii) that UCC Financing Statement recorded in the Official Records on September 27, 2005, in Deed Book 01019, Page 1440, as continued by that UCC Financing Statement Amendment recorded in the Official Records on June 22, 2010, in Deed Book 01264, Page 1045 (as continued, the "UCC "). The foregoing documents, instruments and agreements, together will all other documents, instruments and agreements evidencing, securing or otherwise relating to the Loans, as any of same may have been amended, modified, supplemented, restated, extended, spread, renewed and /or consolidated, are hereinafter collectively referred to as the "Loan Documents ". thereby. WHEREAS, Lender is the current holder of the Loan Documents and all indebtedness secured WHEREAS, at Guarantor's request, Lender has agreed to release the Release Parcel (as defined hereinbelow), BUT ONLY THE RELEASE PARCEL, from the lien, security interests, operation and effect created under and by virtue of the Loan Documents, and desires to evidence and confirm said agreement by executing and delivering this Partial Release. WHEREAS, exoept for the Release Parcel (which is being released from the lien of the Loan Documents), the Loans are outstanding and unpaid, the Loan Documents remain in full force and effect, with all property, land, easements, improvements, fixtures and personal property described in the Loan Documents (collectively, the "Mortgaged Property ") continuing to secure the Guaranty and the Loans and subject to the lien(s) of the Loan Documents. THIS IS ONLY A PARTIAL RELEASE OF LIEN AND RELEASES ONLY PART OF THE MORTGAGED PROPERTY COVERED BY THE LOAN DOCUMENTS. 0046$294 -2 2 This document is not to scale. Instrument Number: 2012039337 Book/Pa e: 01360/1472 Date Filed: 09/19/2012 16:38:35.00 Book 01360 :1472 Augusta - Richmond County 2012039337 09/19/2012 16 :38:35.00 NOW THEREFORE, in consideration of the premises and TEN DOLLARS in -hand paid to Lender, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lender does hereby remise, release, quitclaim and set over unto Guarantor and its heirs, successors and assigns forever the following property (the "Release Parcel'): The exclusive and perpetual possession and occupancy of, and the exclusive and perpetual right to, floor and cover over and build and construct over, in or upon the entire space or area situate at a height above a horizontal plane of 151.0S fegt above mean sea level and below a horizontal plane of 216.10 feet above mean sea level as determined by reference to the United States Coast and Geodetic Survey Benchmark Elevation of 134.948 feet above mean sea level located at the Georgia Geodetic Monument #14 -R -3 north 1,262,402.48, east 563,401.17 in the parkway on Greene Street between Fourth and Fifth Streets in the City of Augusta, Richmond County, Georgia, directly over and above the land described as follows: All that lot, tract or parcel of land situate, lying and being in the 87th G.M.D, Augusta, Richmond County, Georgia, being depicted as "Tract 3" containing 0.83 acre, more or less, on that certain plat of the Reynolds Street Parking Deck for Augusta, Georgia; 933 Broad Investment Co., LLC; and Augusta, Georgia Land Bank Authority by John Thomas Attaway, GA RLS No. 2512, of Cranston Engineering Group, P.C., dated February 2, 2012, and recorded in the Office of the Clerk of Superior Court of Richmond County, Georgia in Plat Cabinet D , slide 1 (aa # A -- C>' Portion of TMP Nos. 037 -3- 066 -01 -0; 037 -3- 066 -00 -0; 037 -3- 177 -00 -0; 037 -3- 069 -00 -0; and 037 -3- 070-00-0. ea but only the Release Parcel, together with all hereditaments and appurtenances thereunto belonging, p and all right, title and interest of Lender in and to the same, BUT WITHOUT, HOWEVER, in any manner ■ releasing or relinquishing the lien, security interests, operation or effect of the Loan Documents on the °'' Mortgaged Property (other than the Release Parcel) and all other property, land, easements, improvements, „ fixtures and personal property described therein. 0 ra THIS IS A PARTIAL RELEASE OF LIEN, and except for the Release Parcel, the liens and obligations of the Loan Documents continue in full force and effect on the Mortgaged Property as described in o the Loan Documents. Lender reaffirms, and by its acceptance hereof Guarantor reaffirms, that the C� indebtedness under the Loan Documents has not been paid and remains outstanding and ratify and affirm the A liens held by Lender under the Loan Documents (other than for the Release Parcel, which is released by this Partial Release). E-+ All terms covenants, conditions and provisions of the Partial Release are binding upon Lender and its 0 heirs, legal representatives, successors and assigns, and all other parties in interest. U This Partial Release is governed by, and shall be construed and enforced in accordance with, the laws O of the State of Georgia. TO HAVE AND TO HOLD the Release Parcel to Guarantor, so that neither Lender nor any person or W persons claiming under Lender, shall at any time, by any means or ways, have, claim or demand any right to ra title to the Property or its appurtenances. V ; [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS] 00468294 -2 3 This document is not to scale. Instrument Number: 2012039337 Book/Page: 01360/1473 Date Filed: 09/19/2012 16:38:35.00 IN WITNESS WHEREOF, Lender has executed this instrument the day and year first above written. Signed, sealed and delivered in tho presence on Unofficial Witness ti Notary Public Book 01360:1473 Augusta - Richmond County 2012039337 09/19/2012 16:38:35. 00 Legder; WELLS FARGO BANK, N.A., a national banking association, successor by merger to WACHOVIA BANK, NATIONAL ASSOCIAT[[ON By: MA- d/ lI � ` Name: fifer B. olnar Title; ce Presid t [BANK SEAL) Filed in this office: Augusta - Richmond County 00468294-z q _ 0_9/19/2012 16 :38 :35.00 ELAINE C JOHNSON Clerk of Superior Court This document is not to scale. Ay O n O 0 9 O O 0 0 0 0 e 0 0 T 0 O 0 004374044 SHEPARD, PLuNKlff, HAMILTON & BOUDREAUX, LLP 429 WALKER STREET UPPER LEVEL 41 is' ISTA ( 30Rf?i Space above this line for recorder's use Book 01360:1474 Augusta - Richmond County 2012039338 09/19/201216:38:35.01 $0.00 QUITCLAIM DEED 1111!1! 11111 111!1111 1111111 11 1111111111111111111111111111111 111111011111111 01111111111111 11111 !1111 11111 111111111 1111 2012039338 Augusta - Richmond County DEED TO AIR RIGHTS PARCEL iM THIS INDENTURE, made this l4 day of S , 2012, by and between 933 BROAD INVESTMENT CO., LLC, a Georgia limited liability company, as party of the first part (herein called "Grantor"), and AUGUSTA, GEORGIA, a public body corporate and politic of the State of Georgia, as party of the second part (herein called "Grantee ") (the words "Grantor" and "Grantee" shall include their respective heirs, successors and assigns where the context requires or permits); WITNESSETH: GRANTOR, for and in consideration of the sum of Ten and No/ 100 Dollars ($10.00) in hand paid at and before the sealing and delivery of these presents, the receipt whereof is hereby acknowledged, has granted, bargained, sold, aliened, conveyed and confirmed and by these presents does grant, bargain, sell, alien, convey and confirm unto said Grantee, all those property rights lying and being in Augusta, Richmond County, Georgia, and being more particularly described on Exhibit "A" attached hereto and by this reference made a part hereof, together with any and all improvements, and fixtures located thereon or attached thereto, and all rights, easements and benefits appurtenant thereto (hereinafter referred to as the "Property"), subject to current taxes and assessments not yet due and payable, all easements, rights of way, covenants, conditions, restrictions, and other matters of record, zoning ordinances, rights of tenants and parties in possession and any state of facts that would be disclosed by a current accurate survey of the Property ( "Permitted Encumbrances:') TO HAVE AND TO HOLD the Property to the same being, belonging, or in anywise appertaining, to the only proper use, benefit and behoof cf Grantee forever in FEE SIMPLE I EXECUTED under seal the day and year first above written. Signed, sealed and delivered in the presence of: 00437404 -4 cial Witness (Notary Seal) Book 01360:1475 Augusta - Richmond County 2012039338 09/19/2012 16:38:35.01 2 933 BROAD INVESTMENT CO., LLC, a Georgia F - -d1 bil'ty c. paw Pa S. Simon As its President (Seal) 3 • _ • Book 01360:1476 Augusta - Richmond County 2012039338 09/19/2012 16:38:35.01 The exclusive and perpetual right of possession and occupancy of, the exclusive and perpetual right to floor and to cover over and to build and construct over, in or upon the entire space or area situate at a height above a horizontal plane of 151.05 feet above mean sea level and below a horizontal plane of 216.10 feet above mean sea level as determined by reference to the United States Coast and Geodetic Survey Benchmark Elevation of 134.948 feet above mean sea level located at the Georgia Geodetic Monument # 14 -R -3 north 1,262,402.48, east 563,401.17 in the parkway on Greene Street between Fourth and Fifth Streets in the City of Augusta, Richmond County, Georgia, directly over and above the land described as follows: All that lot, tract or parcel of land situate, lying and being in the 87th G.M.D, Augusta, Richmond County, Georgia, being depicted as "Tract 3" containing 0.83 acre, more or less, on that certain Plat of the Reynolds Street Parking Deck for Augusta, Georgia; 933 Broad Investment Co., LLC; and Augusta, Georgia Land Bank Authority by John Thomas Attaway, GA RLS No. 2512, of Cranston Engineering Group, P.C., dated February 2, 2012, and recorded in the Office of the Clerk of Superior Court of Richmond County, Georgia in Plat Cabinet t), Slide 1 (,a # A -,p Portion of TMP Nos. 037 -3- 066 -01 -0; 037 -3- 066 -00 -0; 037 -3- 177 -00 -0; 037 -3- 069 -00 -0; and 037 -3- 070-00-0. 00437404 -4 Exhibit "A" Grantor reserves title to all portions of said Tract 3 not contained within the air space described above. 3 Filed in this office: Augusta - Richmond County 09/19/2012 16:38:35.01 ELAINE C JOHNSON Clerk of Superior Court SHEPARD, 01.1INVZIff, HAMILTON & BOUDREAUX, tLP 429 WALKER STREET UPPER LEVEL 411x1 MTA (41 ' N111 Space above this line for recorder's use THIS REYNOLDS STREET PARKING DECK CONSTRUCTION, OPERATING AND RECIPROCAL EASEMENT AGREEMENT (this "Agreement ") is made this I ofSepte. 2012, by and between AUGUSTA, GEORGIA ( "City ") and 933 BROAD INVESTMENT CO., LLC, a Georgia limited liability company ( "Developer "). 00455906 -10 Book 01360:1477 Augusta - Richmond County 2012039339 09/19/2012 1 6:38:35.02 $0.00 AGREEMENT 1 Hi ll 1!!11 11 111 11111 11111 III 11111 11111 11111111 1 iii 2012039339 Augusta - Richmond County REYNOLDS STREET PARKING DECK CONSTRUCTION, OPERATING AND RECIPROCAL EASEMENT AGREEMENT RECITALS A. Developer is the owner of that certain improved parcels of land described on Exhibit "A" attached hereto and by this reference made a part hereof, together with all improvements located thereon (the "Developer Property "). B. City is the owner of (i) that certain tract of land described on Exhibit `B" attached hereto and by this reference made a part hereof together with all improvements located thereon (the "WAGT Tract "); (ii) that certain tract of land described on Exhibit "C" attached hereto and by this . reference made a part hereof, together with all improvements located thereon (the "Jackson Tract "); and (iii) that certain improved parcel of property described on Exhibit "D" attached hereto and by this reference made a part hereof, together with all improvements located thereon (the "Air Rights Parcel" and together with the WAGT Tract and the Jackson Tract, referred to as the "City Pro ert ") . The Air Rights Parcel is generally the block of space occupied by the Parking Deck, extending vertically from the roof of the first floor of the Parking Deck to eight feet above the finished floor elevation of the six (6 floor of the Parking Deck. C. City has constructed on the Air Rights Parcel and the portion of the Developer Property located directly underneath the Air Rights Parcel a six (6) story parking deck (the "Parking Deck "). The Developer Property contains additional surface parking (the "Developer Surface Parking Areas ") not located within the Parking Deck. D. In connection with transactions related to the Augusta Convention Center, but for no monetary consideration, Developer conveyed the Air Rights Parcel to City. Both before and after the construction of the Parking Deck, the general functionality and utility to Developer of the Developer Property are for surface parking for its tenants. The Parking Deck was constructed by City for the benefit of City, and the benefits of the Parking Deck to Developer are small and 1 incidental (i. e., additional security, covered parking, and better aesthetics). Automated gates and a staffed toll booth are solely for the benefit of City in the management of its portion of the Parking Deck and provide only an incidental benefit to Developer. In connection with the Management Agreement, Developer's affiliate has agreed to certain cost sharing and has agreed that City may use parking spaces located on the Developer Property without charge after business hours. Such agreements are part of a bargained for exchange made in connection with the Management Agreement but have no applicability outside of the Management Agreement. Accordingly, the Parties acknowledge that Developer should have no responsibility for maintaining the Parking Deck structure or sharing of costs for operation of the Parking Deck and should have no obligation to allow City to use the parking spaces located on Developer Property after hours, unless provision for the same is made in the Management Agreement. E. City and Developer desire to set forth their respective obligations and rights with respect to the Developer Property, the City Property, and the Parking Deck, including but not limited to those rights and obligations related to operation, maintenance, support, access, and insurance as set forth in this Agreement. AGREEMENT In consideration of the premises and the mutual agreements and covenants contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, City and Developer, intending to be legally bound, agree as follows. ARTICLE I DEFINITIONS Book 01360:1478 Augusta - Richmond County 2012039339 09/19/2012 16:38:35.02 Section 1.1. Defmitions. As used in this Agreement, the following terms shall have the following meanings. "Access Easement Areas" shall mean those areas located on the City Property and the Developer Property shown as cross - hatched on Exhibit "E" attached to this Agreement. "Air Rights Parcel" shall have the meaning set forth in the recitals of this Agreement. "Agreement" shall have the meaning set forth in the opening paragraph of this Agreement. "City" shall have the meaning set forth in the opening paragraph of this Agreement and its successors in title to the City Property. "City Property" shall have the meaning set forth in the recitals of this Agreement. "Developer" shall have the meaning set forth in the opening paragraph of this Agreement, and its successors in title to the Developer Property or any part thereof. "Developer Property" shall have the meaning set forth in the recitals of this Agreement. "Developer Surface Parking Areas" shall have the meaning set forth in the recitals of this Agreement. 2 00455906 -10 "Standard" shall mean the first -class standards of construction, operation, maintenance and repair of Marriott Corporation, reasonably interpreted to take into account differences between a hotel and a Parking Deck. 3 Book 01360:1479 Augusta - Richmond County 2012039339 09/19/2012 16:38:35.02 "Ground Floor Ramp" shall mean that ramp connecting the ground floor of the Parking Deck to the second floor of the Parking Deck and labeled as such on the schematic Plans and Specification attached as Exhibit "H" to this Agreement. The Ground Floor Ramp is also shown on the Plat of the Reynolds Street Parking Deck referenced on Exhibit "A" to this Agreement and is depicted as the area on the "ramp" where the parking spaces are portrayed with dashed lines. "Jackson Tract" shall have the meaning set forth in the recitals of this Agreement. "Landscape Areas" shall mean those areas located on the Developer Property upon which City has landscaped and shown as cross - hatched on Exhibit "G" attached to this Agreement. "Manager" shall mean any person or entity managing the City Property. "Management Agreement" shall mean the agreement whereby a Developer, its affiliate, or a third party manages the portion of the Parking Deck located on the City Property. "Parking Deck" shall have the meaning set forth in the recitals of this Agreement and shall include all structural portions thereof and the surfaces of the ground floor and all floors thereof. "Party" shall mean City or Developer individually, and "Parties" shall mean City and Developer collectively. "Plans and Specifications" shall mean the final plans and specification for the Parking Deck, full copies of which are on file with City and Developer. Schematics of the Plans and Specifications are attached as Exhibit "H" to this Agreement. In the event reconstruction is necessary and the original full Plans and Specifications cannot be located, the Parties shall work together in good faith to engage an engineering firm to produce a new set of Plans and Specifications for re- construction of the Parking Deck in a first -class manner, in compliance with all applicable building codes and standards, in substantial accordance with the schematic plans and specifications attached to this Agreement, whereupon such plans and specifications shall become the Plans and Specifications. "Property" or "Properties" shall mean the Developer Property and the City Property, combined. "Security Deed" shall mean, collectively, that Deed to Secure Debt, Assignment of Rents and Leases, and Security Agreement from Developer to Wachovia Bank, N.A. (n/k/a Wells Fargo Bank, National Association) recorded in the Office of the Clerk of Superior Court of Richmond County, Georgia on October 14, 2005, in Book 1019, page 1326, and the related Assignments of Leases and Rents, all related UCC financing statements, and all amendments and modifications thereto. "Term of this Agreement" shall mean the period of time commencing on the date of this Agreement and continuing in perpetuity for so long as the Parking Deck is in existence and shall include the period of time following any casualty with respect to the Parking Deck for so long as either Party has the right to rebuild the Parking Deck or the right to require the other Party or any person or entity to re- build the Parking Deck. 00455906 -10 "Traffic Control Areas" shall mean those areas located on the Developer Property shown as cross - hatched on Exhibit "F" attached to this Agreement. "WAGT Tract" shall have the meaning set forth in the recitals of this Agreement. "Wells Fargo" shall mean Wells Fargo Bank, National Association, successor to Wachovia Bank, National Association, the holder of the Security Deed and the loans secured thereby. 00455906 -10 ARTICLE II EASEMENTS 4 Book 01360:1480 Augusta - Richmond County 2012039339 09/19/2012 16:38:35.02 Section 2.1. Access Easements. Developer hereby grants to City non - exclusive easements in perpetuity over the Access Easement Areas located on the Developer Property for vehicular and pedestrian ingress and egress to and from the public streets and sidewalks to the City Property. Developer retains the right to relocate or modify the Access Easement Areas existing on the Surface Parking Areas so long as such relocation or modification does not unreasonably hinder City's access to the City Property and Parking Deck. City hereby grants to Developer non - exclusive easements in perpetuity over the Access Easement Areas located on the City Property for vehicular and pedestrian ingress and egress to and from the public streets and sidewalks to the Developer Property. City retains the right to relocate or modify the Access Easement Areas existing on the City Property so long as such relocation or modification does not unreasonably hinder Developer's access to the Developer Property. Section 2.2. Landscaping Easements. Developer hereby grants to City non - exclusive easements in perpetuity over the Landscape Areas located on the Developer Property for the installation, use, replacement, and maintenance of grass, shrubs, flowers, trees, and other landscaping material, together with a non - exclusive easement in perpetuity over the driveways on the Developer Property for vehicular and pedestrian access to the Landscaping Areas. With the prior written approval of City, which shall not be unreasonably withheld or conditioned, Developer retains the right to relocate or modify the Landscape Areas in the modification or development of the Developer Property so long as such modification or development does not materially decrease the general aesthetics of the site. Section 2.3. Support and Utility Easements. The Parties acknowledge that the improvements on the Developer Property and the Air Rights Parcel share common footings and supports and that utility lines serving the Property may cross the City Property and the Developer Property. Each of the Parties hereby grants to the other Party a non - exclusive and perpetual easement over and under its respective Property for the construction, use, repair, and maintenance of supports and utility lines (electric, communication, water, sewer, storm water, and gas, to the extent now or hereafter desirable in connection the use of the respective Properties) in accordance with the Plans and Specifications, provided that the manner of construction, use, repair, and maintenance of such supports and utilities shall be in accordance with generally accepted engineering and construction practice for improvements of such type and so as not to impair the structural integrity of the other Party's improvements. The exercise of easement rights under this section by either Party shall be conducted in such a manner as will minimize interference with the conduct of business by the other Party. In the event either Party shall in the future desire to install additional utilities for the benefit of its Property and such installation impacts the other Party's Property, the Party desiring to install said utilities shall install the same at its sole cost with the advance written approval and cooperation of the other Party, such cooperation and approval not to be unreasonably Book 01360:1481 Augusta - Richmond County 2012039339 09/19/2012 16 :38:35.02 withheld or delayed, and the requesting Party shall return all disturbed Property to its substantially pre - disturbed condition promptly in a first -class manner Section 2.4. Easements in favor of City for Toll Booth and Traffic Control Equipment. Developer hereby grants to City non - exclusive easements in perpetuity over the Traffic Control Areas for occupancy, use, maintenance, and repair of a toll booth and traffic control equipment in order to control access to the Parking Deck. The use of the toll booth and traffic control equipment is subject to other provisions of this Agreement and the Management Agreement. Section 2.5. Easements in favor of Developer for Parking. City hereby grants to Developer an exclusive easement in perpetuity over the WAGT Tract for parking of passenger and commercial vehicles and a non - exclusive easement in perpetuity over the WAGT Tract for pedestrian and vehicular ingress and egress to and from the public streets and sidewalks to the Developer Property. Developer shall have the right to maintain, repair, and upgrade the WAGT Tract for the parking and access purposes set forth in this section. City acknowledges and agrees that its obligation to provide WAGT Television, Inc. with a permanent easement for parking pursuant to that Parking Easement Agreement dated November 15, 2010, and recorded with the Office of the Clerk of Superior Court for Augusta Richmond County, Georgia on May 18, 2011, in Book 1301, page 2188, shall be met by the use of parking spaces in the Parking Deck located on the City Property and not on the WAGT Tract or any Developer Property. Section 2.6. Easements in favor of Developer for Parking on Ground Floor Ramp. City and Developer intend that Developer have fee simple title to and exclusive use of the parking spaces located on the Ground Floor Ramp. Because City owns the structure of the Parking Deck and because a portion of the Ground Floor Ramp is situated above the earth and is considered part of the structure, City hereby grants to Developer an exclusive easement in perpetuity over any portion of the Ground Floor Ramp outside of the Access Easement Areas for parking of passenger and commercial vehicles. Because of the configuration of the Parking Deck, it is possible that a portion of the Ground Floor Ramp may extend into the Air Rights Parcel owned by City. Accordingly, City hereby grants to Developer an exclusive easement in perpetuity over any portion of the Ground Floor Ramp consisting of parking spaces and extending into the Air Rights Parcel for parking of passenger and commercial vehicles. City hereby grants to Developer a non - exclusive easement in perpetuity over the access drive located on Ground Floor Ramp for pedestrian and vehicular ingress and egress to and from the Developer Property and said parking spaces located on the Ground Floor Ramp. City hereby grants to Developer non - exclusive easements in perpetuity over all ramps and drives within the City Property necessary to allow ingress and egress to and from the parking spaces on the Ground Floor Ramp pursuant to the designed traffic flow patterns within the Parking Deck. Section 2.7. Binding Effect Extension of Easements to Invitees. The Parties shall have the right to extend to their tenants, customers, business guests and invitees the benefit of the rights and easements established in this Agreement, but no such tenant, customer, business guest or invitee shall by virtue thereof be deemed to have acquired any interest whatsoever in the City Property or the Developer Property or any part thereof. The benefits and burdens of the easements and restrictions created in this Agreement shall run with the land and shall be binding upon and inure to the benefit of the owners of the City Property and the Developer Property (and all subdivided portions thereof) and their respective heirs, executors, successors -in- title, tenants, and assigns, and all those holding under any of them. The easements, restrictions and obligations contained in this Agreement shall be unaffected by any change in the ownership of any property covered by this Agreement or by any change of use, demolition, reconstruction, expansion or other circumstances, except as specified herein. Each of the rights created hereunder may be enforceable in a court of equity by the owner of any property covered by this 00455906 -10 5 Book 01360:1482 Augusta - Richmond County 2012039339 09/19/2012 16:38:35.02 Agreement or by Developer pursuant to retained rights and obligations under this Agreement in the event of a conveyance of all or any part of the Developer Property as contemplated in Section 6.10 below. All easements and other rights conveyed by City to Developer within this Agreement shall be for the benefit of the Developer Property. It is the express intent of the parties hereto that the easements granted herein shall not, at any time, merge by operation of law into any owner's title or interest in any parcel, but that the easements granted herein shall remain separate and distinct rights and estates in land unless the owner(s) of all affected parcels specifically evidence their intent by mutual agreement in writing to extinguish any such easement. It is further expressly provided that the acquisition hereafter by any other party (including, without limitation, a present or future mortgagee of any parcel or any portion thereof) of an ownership interest (in fee, leasehold, or otherwise) shall not operate, by merger or otherwise, to extinguish, diminish, impair, or otherwise affect any easement granted herein, which easements shall remain separate and distinct and estates in land. Section 2.8. Perpetual Easements. The easements granted under this Section shall continue so long as the Parking Deck continues to exist or is rebuilt following a casualty. The Parties expressly acknowledge and agree that the purpose of this Agreement is the grant, conveyance and establishment of the easements, rights and privileges set forth herein, and none of the terms or provisions of this Agreement shall be or be deemed to be "covenants restricting land to certain uses" for purposes of O.C.G.A. §44 -5 -60, or any similar law or statute, and each Party (knowingly, willingly and upon the advice of legal counsel) expressly forever waives, releases and discharges any right that either Party now has or ever may have to claim or assert in any legal or other circumstances that any of the easements or other terms or provisions of this Agreement are in any way covered or limited by said section or any similar law or statute. Section 2.9. Reservation of Rights. Developer, as the owner of the Developer Property, hereby expressly reserves for itself, its successors and assigns, all rights and privileges incident to the ownership of the fee simple estate of the Developer Property which are not inconsistent with the rights and privileges herein granted. Specifically, Developer shall have the right to make non - structural alterations or modifications to the portion of the Parking Deck located on the Developer Property, including its facade (e.g., attaching signage, painting, or striping of the floor); provided, however, Developer shall not materially alter or modify the exterior of the Parking Deck without the prior written approval by City of the plans for such alteration or modification, which approval shall not be unreasonably withheld. Notwithstanding the preceding provision, Developer may develop the first floor of the Parking Deck into retail spaces without the approval of City, so long as the modifications do not materially impede traffic flow to the City Property or affect the structural integrity of the Parking Deck. In the event that Developer's alterations or modifications to the Parking Deck cause damage to the Parking Deck, Developer shall be responsible to repair the same to the substantially pre - damaged condition. Furthermore, Developer retains the right to develop or modify the Developer Property (and to modify the location of the Access Easement Areas, the Traffic Control Areas, and the Landscape Areas), subject to the prior written approval of City, which approval shall not be withheld so long as such development or modification does not materially decrease the general aesthetics of the site, does not unreasonably hinder City's access to the City Property and Parking Deck, and does not impair the structural integrity of the Parking Deck. 00455906 -10 6 ARTICLE III CONSTRUCTION AND TITLE Book 01360:1483 Augusta - Richmond County 2012039339 09/19/2012 16:38:35.02 Section 3.1. Construction of the Parking Deck. Pursuant to prior agreements, City has constructed the Parking Deck in substantial accordance with the Plans and Specifications. The Parking Deck is acceptable to City and Developer in all respects. City. 00455906 -10 Section 3.2. Title to the Parking Deck. The structure of the Parking Deck shall be owned by Section 3.3. Expansion of the Parkin Deck. Developer and City have agreed that City may expand the Parking Deck to the south of the existing Parking Deck (i.e., between the existing Parking Deck and Jones Street). In the event City so desires to expand the Parking Deck, Developer shall convey to City property necessary for expansion of the Parking Deck (or shall modify its easements under this Agreement with respect to the WAGT Tract) and shall amend this Agreement to provide for necessary support, access, operation and maintenance of the expanded parking deck, subject to the following conditions: (i) Developer shall retain title to the surface parking underneath of the expanded parking deck and shall only convey "air rights" in a similar manner to the rights existing under the current property ownership and this Agreement, (ii) the construction shall be of equal quality and aesthetics to the current Parking Deck, and the plans and specifications therefor shall be acceptable to Developer and any mortgagee, in their reasonable discretion, (iii) construction shall be made under the joint supervision of City and Developer in a manner similar to the management of construction of the existing Parking Deck (i.e., Developer shall have the right to inspect and review and object to draw requests prior to payment of the same), (iv) access to and functionality of Developer's remaining property or easement rights shall not be unreasonably impaired, and agreements with respect to the expanded parking deck shall be substantially similar to the agreements in this Agreement, and (v) Developer shall retain sufficient property or easements, whether on the ground or upper levels of the expanded parking deck, so that Developer shall not suffer reduction in the number of parking spaces owned, or to which Developer has rights via easements, by Developer. 7 ARTICLE IV Book 01360:1484 Augusta - Richmond County 2012039339 09/19/2012 16:38:35.02 OPERATION AND MAINTENANCE OF PARKING DECK Section 4.1. Maintenance and Repair of the Property. City shall, at its sole cost and expense, repair, maintain, and clean the structure of the Parking Deck (including all parking surfaces located within the Parking Deck) and the Landscape Areas to the Standard. Otherwise, each Party shall, at its sole cost and expense, maintain its respective Property to the Standard. Notwithstanding the foregoing, during any period when both Developer and City consent to a different cost sharing arrangement pursuant to a Management Agreement, the maintenance and repair of the Parking Deck shall be made in accordance with the Management Agreement. Given that each Party has a significant investment in the Parking Deck and the property upon which the Parking Deck is located, the Parties acknowledge that each Party has an important interest in insuring that the Parking Deck is maintained in accordance with the Standard in perpetuity. Accordingly, this Agreement, and particularly this section of this Agreement, may be enforced by either Party by specific performance or otherwise. Section 4.2. Operation of Parking Deck. No barricades, curbs, gates, or other obstacles shall be erected which block or prohibit the free flow of traffic through the entrances, exits, ramps and driveways within the Property. However, City, in its sole discretion and for its benefit, may staff and operate a toll booth and/or automated traffic control devices in connection with the operation of its portion of the Parking Deck (either directly or through a Management Agreement). In the absence of a Management Agreement approved by Developer providing for a contrary agreement, Developer shall have no obligation to share in the costs of operating the Parking Deck, and Developer shall have the right to prohibit the unauthorized parking of vehicles on its Property, and the easement areas granted hereunder, and the WAGT Tract by all means allowed by law (including towing of unauthorized vehicles). In the event Developer or its affiliate manages the Parking Deck pursuant to a Management Agreement, the manager under the Management Agreement shall be responsible for all vehicle towing. In the event City elects to control access to the Parking Deck, City shall provide Developer with key cards or other acceptable devices to allow Developer's tenants, licensees and invitees efficient access to the Developer Property, and the easement areas granted hereunder, and shall provide a reasonable and efficient method for Developer's tenants, licensees and invitees to access the Developer Property, and the easement areas granted hereunder, through the toll booth system, all at no cost to Developer. Nothing herein shall prohibit temporary closing of the Parking Deck or Property as may be necessary for the cleaning, repair and maintenance of the same as required from time to time, so long as such activities are conducted at reasonable times and in a reasonable manner with prior coordination with the other Party. Each Party shall have the exclusive right to set or cause to be set the rents for use of the parking spaces within its respective Property. Each Party shall operate its respective improvements in compliance with the Standard and with all applicable governmental requirements, laws, statutes, regulations and/or ordinances and shall keep in full force and effect at all times all governmental permits and licenses required for the use and operation of such improvements. Section 4.3. Taxes. Developer shall be responsible for all ad- valorem taxes levied against the Developer Property. City shall be responsible for all ad- valorem taxes levied against the City Property. Section 4.4. Insurance by City. City shall either self - insure, self-fund or provide the following insurance meeting the following requirements: 00455906 -10 8 00455906 -10 Book 01360:1485 Augusta - Richmond County 2012039339 09/19/2012 16:38:35.02 General Liability Insurance. During the Term of this Agreement, City shall, at its sole cost and expense, carry comprehensive general liability property insurance, including contractual liability, personal and bodily injury, and property damage insurance, covering activities relating to the Parking Deck, with a combined single limit in an amount sufficient to protect City and Developer, but in no event will such insurance be in an amount less than a combined single limit of $3,000,000 per occurrence. Such insurance may contain a loss deductible provision of not more than $100,000.00, which loss deductible amount may be adjusted upward annually by the percentage increase in the Consumer Price Index for all urban consumers (CPI -U) (All Items 1982 -84 =100) for the preceding calendar year. Developer and, if requested, Developer's mortgage lender, shall be named as an additional insured under such insurance. City shall provide Developer with a certificate of insurance evidencing such coverage no later than thirty days prior to the commencement of operation of the Parking Deck. City's insurance shall contain a clause stating that there shall be no reduction, cancellation, or non - renewal of coverage without giving Developer and Developer's mortgage lender thirty (30) days prior written notice. Such insurance shall also be endorsed to provide that the insurance shall be primary to and not contributory to any similar insurance carried by Developer, and shall contain a severability of interest clause. Property Insurance. During the Term of this Agreement, City shall, at its sole cost and expense, procure and keep in effect fire and extended coverage for the Parking Deck and all personal property located thereon, including rent loss or business interruption coverage for periods of no less than twelve (12) months, written on an All -Risk Endorsement and Replacement Cost basis, in amounts at no time less than the total replacement cost therefor. Such policy referred to above shall name City and Developer as loss payee and additional insureds, as their interest may appear. During any period of construction, such property insurance shall be provided, at City's sole cost and expense, through a builder's risk policy. City shall provide Developer with a certificate of insurance evidencing such coverage no later than thirty days prior to the commencement of the Term of this Agreement. Upon completion of construction, City shall provide Developer with such a certificate of permanent fire and extended property insurance. Section 4.5. Insurance by Developer. Developer shall either self-insure, self -fund or provide the following insurance meeting the following requirements: General Liability Insurance. During the Tenn of this Agreement, Developer shall, at its sole cost and expense, carry comprehensive general liability property insurance, including contractual liability, personal and bodily injury, and property damage insurance, covering activities relating to the Parking Deck, with a combined single limit in an amount sufficient to protect Developer and City, but in no event will such insurance be in an amount less than a combined single limit of $3,000,000 per occurrence. City shall be named as an additional insured under such insurance. Developer shall provide City with a certificate of insurance evidencing such coverage no later than thirty days prior to the commencement of operation of the Parking Deck. Developer's insurance shall contain a clause stating that there shall be no reduction, cancellation, or non - renewal of coverage without giving City thirty (30) days prior written notice. Such insurance shall also be endorsed to provide that the insurance shall be primary to and not contributory to any similar insurance carried by City, and shall contain a severability of interest clause. Property Insurance. In recognition of the fact that the Parking Deck structure was built for the sole purpose of supporting and housing the upper decks for the benefit of City and that Developer's interest in the Developer Property is merely a surface parking lot requiring no vertical improvements, Developer shall be under no obligation to insure any portion of the Parking Deck for casualty. Section 4.6. Policies and Endorsements. All insurance described in this Article may be obtained by endorsement or equivalent means under blanket insurance policies, provided that such 9 blanket policies substantially fulfill the requirements specified herein. Where permitted, all insurance provided under this Article shall be carried in the name of Developer, City, the owner of any fee or leasehold interest in the Parking Deck or any portion thereof, and the holder of any security deeds covering the Parking Deck or any portion thereof, if any; and any losses thereunder shall be payable to the parties as their respective interests may appear. The party procuring such insurance shall deliver to the other party certificates of insurance with respect to all policies so procured, including existing, additional and renewal policies and, in the case of insurance about to expire, shall deliver certificates of insurance with respect to the renewal policies not less than ten (10) days prior to the respective dates of expiration. All policies of insurance provided under this Article shall, to the extent obtainable, have attached thereto an endorsement that such policy shall not be canceled or materially changed without at least thirty (30) days prior notice to Developer, City, any other fee or leasehold owner of any portion of the Parking Deck, and any holder of indebtedness secured by any portion the Parking Deck. Section 4.7. Waiver of Subrogation. City and Developer agree that with respect to any loss or claim which is covered by insurance then being carried or required to be carried by them under this Agreement, the party suffering such loss or claim and carrying or required to carry such insurance releases the other of and from any and all claims, defense costs and expenses with respect to such loss or claim, to the extent of available insurance proceeds. City and Developer further agree that each of their insurance policies shall provide for an appropriate waiver of subrogation reflecting this release. Section 4.8. Indemnification. Subject to the waiver of subrogation provisions in this Agreement, each Party shall indemnify and hold harmless the other Party, its subsidiaries, its affiliates, and their respective officers, directors, agents, and employees from and against any and all claims, liabilities, losses, damages to persons or property, costs, and expenses of any kind or character, including without limitation reimbursement of court costs, reasonable attorneys' fees, interest, fees, and penalties, to the extent such liabilities are finally determined by a court of competent jurisdiction to have been the result of the acts, omissions, negligence, or misconduct of such indemnifying Party or its employees, contractors, agents, lessees, or invitees, in the use, operation, or maintenance of the Property. This section shall survive termination of this Agreement. 00455906 -10 ARTICLE V DAMAGE AND DESTRUCTION 10 Book 01360:1486 Augusta - Richmond County 2012039339 09/19/2012 16:38:35.02 Section 5.1. Damage or Destruction of Parking Deck. In the event of damage to or destruction of all or any part of the Parking Deck, City shall, at its election, either (i) rebuild, replace and repair such damaged or destroyed improvements to the same condition and usefulness and to the same general appearance as existed immediately prior to such damage or destruction, or (ii) clear debris and raze the improvements as outlined below. Upon such damage or destruction, City shall notify Developer of its election within ninety (90) days. In the event City elects to rebuild, replace, or repair the Parking Deck, such reconstruction shall be completed as expeditiously as reasonably possible but no later than twelve (12) months following such damage and shall be performed in compliance with the requirements set forth with respect to the initial construction of such improvements. In the event City elects to clear the debris and raze the improvements, such work shall be completed as expeditiously as reasonably possible but no later than three (3) months following such damage and shall be performed in a first -class and workmanlike manner Section 5.2. Clearing Debris from Razed Improvements. To the extent City does not elect to restore the Parking Deck destroyed or damaged by casualty, City shall promptly raze the entirety of the Parking Deck, clear away all debris and take all other action (including repaving) required by good constructions practice so that the area which had been occupied by the razed improvements will be compatible with the surrounding property and shall be aesthetically appropriate in accordance with the Standard. Section 5.3. Termination of this Agreement Option to Re- Acquire the City Prom*. In the event City fails to rebuild after damage to the Parking Deck, this Agreement shall terminate upon the completion by City of its obligation to clear debris and raze the improvements as outline above. Upon such termination, Developer may develop the Developer Property in accordance with applicable laws. In such event, Developer shall have a perpetual option to acquire the City Property for its fair market value, as determined by an appraisal complying with the laws of Georgia with respect to the sale of government owned property. City shall reasonably cooperate with Developer in obtaining such appraisal and all necessary approvals for such conveyance of the City Property. Section 6.1. Breach. In the event of a breach or threatened breach of this Agreement, the parties shall be entitled to institute proceedings for full and adequate relief from the consequences of said breach or threatened breach (including, without limitation, the right to obtain injunctive relief or specific performance). In the event such proceedings are instituted, the non - prevailing litigant shall pay the reasonable attorney's fees of the prevailing litigant. It is expressly agreed that no breach of this Agreement shall result in a cancellation, rescission or termination of this Agreement or the easements and other rights and obligations created hereby. Section 6.2. Amendments. The terms, covenants, conditions, and provisions of this Agreement cannot be modified or added to except in writing signed by all Parties. Section 6.4. Notices. All notices hereunder or required by law will be sent (a) via US Mail, postage prepaid, certified or registered mail, return receipt requested; or (b) via any nationally recognized commercial overnight carrier with provisions for a receipt, in either case addressed to the parties hereto at their respective addresses or numbers set forth below or as they will have theretofore specified by notice delivered in accordance herewith: 00455906 -10 ARTICLE VI MISCELLANEOUS Section 6.3. Time of Essence. Time is of the essence. 11 Book 01360:1487 Augusta - Richmond County 2012039339 09/19/2012 16:38:35.02 00455906 -10 In case of the City to: Augusta, Georgia City County Municipal Building 530 Greene Street Augusta, Georgia 30901 Attn: City Administrator In the case of Developer to: 933 Broad Investment Co., LLC One 10th Street, Riverfront Center Suite 340 Augusta, Georgia 30901 Attn: Mr. Paul S. Simon 12 Book 01360:1488 Augusta - Richmond County 2012039339 09/19/2012 16:38 :35.02 With a copy to: Augusta, Georgia Legal Department 530 Greene Street Augusta, Georgia 30901 Attn: General Counsel With a copy to: Hull Barrett, PC 801 Broad Street, 7th Floor Augusta, Georgia 30901 Attn: Rand Hanna Section 6.5. Entire Agreement. This Agreement is the entire agreement between the parties with respect to the subject matter hereof and no alteration, modification or interpretation hereof shall be binding unless in writing and signed by the parties hereto. Section 6.6. Severability. If any provision of this Agreement or its application to any party or circumstances will be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstances, other than those as to which it is so determined invalid or unenforceable, will not be affected thereby, and each provision hereof will be valid and will be enforced to the fullest extent permitted by law. Section 6.7. Computation of Time. The time in which any act under this Agreement is to be done shall be computed by excluding the first day and including the last day. If the last day of any time period stated herein shall fall on a Saturday, Sunday or legal holiday, then the duration of such time period shall be extended so that it shall end on the next succeeding day which is not a Saturday, Sunday or legal holiday. Unless preceded by the word "business ", the word "day" shall mean a calendar day. The phrase "business day" or "business days" shall mean those days on which the Superior Court of Augusta - Richmond County, Georgia is located is open for business. Section 6.8. Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Georgia. Section 6.9. Waiver. The failure of either party to insist upon a strict performance of any of the terms or provisions of this Agreement or to exercise any option, right or remedy herein contained, shall not be construed as a waiver or as a relinquishment for the future of such term, provision, option, right or remedy, but the same shall continue and remain in full force and effect. No waiver by either party of any term or provision hereof shall be deemed to have been made unless expressed in writing and signed by such party. Section 6.10. Successors and Assigns. The provisions of this Agreement shall apply to, inure to the benefit of and bind the Parties and the respective successors and assigns thereof, including, without Book 01360:1489 Augusta - Richmond County 2012039339 09/19/2012 16:38:35.02 limitation, any mortgagee acquiring an interest in any portion of the Developer Property or the City Property or any improvements thereon by reason of foreclosure, deed or assignment in lieu of foreclosure or purchase at foreclosure sale; but any such mortgagee shall not incur or be required to assume any obligation under this Agreement unless and until such mortgagee has so acquired an interest in any portion of the Developer Property or the City Property or any improvements thereon, and then only such as may arise by operation of law by reason or privity of estate as limited by the provisions of this Agreement. Subject to the above, whenever in this Agreement a reference to any Party is made, such reference shall be deemed to include a reference to the heirs, executors, legal representatives, successors and assigns of such Party. It is expressly acknowledged and agreed by the Parties hereto that Developer may convey all or any portion of the Developer Property and retain from such conveyance the rights and obligations of Developer under this Agreement. Such retained rights and obligations of Developer may be further transferred, assigned or conveyed by Developer or financed and assigned by Developer as set forth in Section 6.16 below. Section 6.11. Force Majeure. Any party's performance under this Agreement shall be suspended to the extent such party's performance shall be delayed or hindered in or prevented from the performance of any act required by reason of strikes, lockouts, labor troubles, inability to procure materials, failure of power, riots, terrorism, insurrection, war or other reason of a like nature not the fault of such party. Section 6.12. Third Party Beneficiaries. This Agreement shall not inure to the benefit of any third party except that this Agreement may be enforced by Wells Fargo as holder of the Security Deed. Section 6.13. Relationship of the Parties. Nothing contained herein shall be construed or interpreted as creating a partnership, joint enterprise or joint venture between or among the Parties. It is understood that the relationship between the parties is an arms- length one that shall at all times be and remain separate with respect to their interests in each tract. No Party shall have the right to act for or on behalf of another Party, as agent or otherwise, unless expressly authorized to do so by separate written instrument signed by the Party to be charged or bound. Section 6.14. Interpretation. No provision of this Agreement shall be construed against or interpreted to the disadvantage of any Party by any court or other governmental or judicial authority by reason of such Party having or being deemed to have structured or dictated such provision. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall include the plural; and the plural shall include the singular. Titles of Articles and Sections of this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement, and all references in this Agreement to Articles, Sections or Subsections thereof shall refer to the corresponding Article, Section or Subsection of this Agreement unless specific reference is made to the articles, sections or subdivisions of another document or instrument. Section 6.15. Management Agreement. The Parties acknowledge that the Management Agreement in effect on the date of this Agreement may shift responsibility for costs, operation, insurance, etc. between Developer (or its affiliate) and City. In the event the Parties agree to the terms of a Management Agreement with respect to the management of the Parking Deck (and such agreement shall be assumed if the Parties or their affiliates are parties to the Management Agreement), any conflicting terms of the Management Agreement shall control over this Agreement. Section 6.16. Financing - Limitations of Mortgagee Liability. Any Party may fmance its Property subject to this Agreement, and, in conjunction therewith, may convey and/or assign (either absolutely or conditionally) all of its rights and interests under this Agreement to any mortgagee or lessee. This Agreement and the rights, interests and easements created hereunder shall be prior and superior to 13 00455906 -10 00455906 -10 [EXECUTION ON FOLLOWING PAGE] 14 Book 01360:1490 Augusta - Richmond County 2012039339 09/19/2012 16:38:35.02 any such mortgage or lease of any portion of the Property. Any such mortgagee or lessee shall be liable for the performance of the mortgagor's or lessee's covenants and obligations hereunder only if and for so long as such mortgagee or lessee comes into and holds possession (or has a right to possession) of such mortgagee's or lessee's property, but upon any such transfer or further lease the transferee shall be subject to the terms of this Agreement. Except as specifically provided in this Agreement, no mortgagee shall have any personal or corporate liability with regard to any provision of this Agreement during the period of such mortgagee's ownership or possession of any property encumbered hereby, any such mortgagee's liability hereunder being limited to its interest in the property covered by such mortgage, any improvements erected thereon, and the rents and other income derived therefrom. Section 6.17. Status Reports. Recognizing that any Party may find it necessary from time to time to establish to third parties such as accountants, banks, mortgagees or the like, the then current status of performance hereunder, the Parties each agree, upon the written request of the other Party, made from time to time by notice as provided in this Agreement, to furnish promptly a written statement (in recordable form, if requested) on the status of any matter pertaining to this Agreement to the best of the knowledge and belief of the Party making such statement. Signed, sealed and delivered in the presence of: Notary : : ' oTA0)..\ , 0=1+ _. i 0 ‘ U D: Qi Signed, se st ' the presence of: 1i ku►mo. 00455906 -10 Unofficial Witness i (Notary Seal) 15 Book 01360:1491 Augusta - Richmond County 2012039339 09/19/2012 16:38:35.02 IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed under seal effective the date and year first above written. Augusta, Georgia 933 Broad limited 100r4-Zel Pau S. Simon As its President (Seal) Wells Fargo Bank, National Association ( "Wells Fargo "), the holder of the Security Deed and the indebtedness secured thereby, hereby consents to the foregoing Agreement and subordinates the Security Deed to the foregoing Agreement. Otherwise, the Security Deed shall remain in full force and effect. Executed under seal this 1Z' day of Car/ 012. Signed, sealed ancI delivered in the , sence of: A _ 'Unofficial Witness 00455906 -10 16 Book 01360:1492 Augusta - Richmond County 2012039339 09/19/2012 16:38:35.02 CONSENT AND SUBORDINATION Wells Fargo Bank, National Association (Seal) 13 Print] me 1Rnni fA.. a _ mnl was Vice Pre8i giant: Title: Exhibit "A" — Developer Property Exhibit `B" — WAGT Tract Exhibit "C" — Jackson Tract Exhibit "D" — Air Rights Parcel Exhibit "E" — Access Easement Areas Exhibit "F" — Traffic Control Areas Exhibit "G" — Landscape Areas Exhibit "H" — Schematic Plans and Specifications 00455906 -10 Schedule of Exhibits 17 Book 01360:1493 Augusta - Richmond County 2012039339 09/19/2012 16:38:35.02 AND 00455906 -10 Exhibit "A" Developer Property 18 Book 01360:1494 Augusta - Richmond County 2012039339 09/19/2012 16:38:35.02 All that lot, tract or parcel of land situate, lying and being in the 87 G.M.D, Augusta, Richmond County, Georgia, being depicted as "Tract 3" containing 0.83 acre, more or less, on that certain Plat of the Reynolds Street Parking Deck for Augusta, Georgia; 933 Broad Investment Co., LLC; and Augusta, Georgia Land Bank Authority by John Thomas Attaway, GA RLS No. 2512, of Cranston Engineering Group, P.C., dated February 2, 2012, and recorded in the Office of the Clerk of Superior Court of Richmond County, Georgia in Plat Cabinet D , Slide Iik3 # A- b. All those lots, tracts, or parcels of land situate, lying and being in the 87th G.M.D, Augusta, Richmond County, Georgia, being depicted as "Tract 4" containing 0.41 acre, more or less, and "Tract 4A" containing 0.01 acre, more or less, on that certain Plat of the Reynolds Street Parking Deck for Augusta, Georgia; 933 Broad Investment Co., LLC; and Augusta, Georgia Land Bank Authority by John Thomas Attaway, GA RLS No. 2512, of Cranston Engineering Group, P.C., dated February 2, 2012, and recorded in the Office of the Clerk of Superior Court of Richmond County, Georgia in Plat Cabinet 13 , Slide lba # A- Q LESS AND EXCEPT the Air Rights Parcel, as defined on Exhibit "D" of this Agreement. Exhibit `B" WAGT Tract Book 01360:1495 Augusta - Richmond County 2012039339 09/19/2012 16:38:35.02 All that lot, tract or parcel of land situate, lying and being in the 87th G.M.D, Augusta, Richmond County, Georgia, being depicted as "Tract I" containing 0.32 acre, more or less, on that certain Plat of the Reynolds Street Parking Deck for Augusta, Georgia; 933 Broad Investment Co., LLC; and Augusta, Georgia Land Bank Authority by John Thomas Attaway, GA RLS No. 2512, of Cranston Engineering Group, P.C., dated February 2, 2012, and recorded in the Office of the Clerk of Superior Court of Richmond County, Georgia in Plat Cabinet D , Slide 11, a # 00455906 -10 19 Exhibit "C" Jackson Tract Book 01360:1496 Augusta - Richmond County 2012039339 09/19/2012 16:38:35.02 All that lot, tract or parcel of land situate, lying and being in the 87th G.M.D, Augusta, Richmond County, Georgia, being depicted as "Tract 2" containing 0.07 acre, more or less, on that certain Plat of the Reynolds Street Parking Deck for Augusta, Georgia; 933 Broad Investment Co., LLC; and Augusta, Georgia Land Bank Authority by John Thomas Attaway, GA RLS No. 2512, of Cranston Engineering Group, P.C., dated February 2, 2012, and recorded in the Office of the Clerk of Superior Court of Richmond County, Georgia in Plat Cabinet Q , Slide 16 01 #A-o. 00455906 -10 20 Exhibit "D" Air Rights Parcel Book 01360:1497 Augusta - Richmond County 2012039339 09/19/2012 16:38:35.02 The exclusive and perpetual right of possession and occupancy of, the exclusive and perpetual right to floor and to cover over and to build and construct over, in or upon the entire space or area situate at a height above a horizontal plane of 151.05 feet above mean sea level and below a horizontal plane of 216.10 feet above mean sea level as determined by reference to the United States Coast and Geodetic Survey Benchmark Elevation of 134.948 feet above mean sea level located at the Georgia Geodetic Monument #14 -R -3 north 1,262,402.48, east 563,401.17 in the parkway on Greene Street between Fourth and Fifth Streets in the City of Augusta, Richmond County, Georgia, directly over and above the land described as follows: All that lot, tract or parcel of land situate, lying and being in the 87th G.M.D, Augusta, Richmond County, Georgia, being depicted as "Tract 3" containing 0.83 acre, more or less, on that certain Plat of the Reynolds Street Parking Deck for Augusta, Georgia; 933 Broad Investment Co., LLC; and Augusta, Georgia Land Bank Authority by John Thomas Attaway, GA RLS No. 2512, of Cranston Engineering Group, P.C., dated February 2, 2012, and recorded in the Office of the Clerk of Superior Court of Richmond County, Georgia in Plat Cabinet p , Slide l6a 00455906 -10 21 Book 01360:1498 Augusta - Richmond County 2012039339 09/19/2012 16:38:35.02 LEGEND BC BRICK COLUMN CB CABLE BOX CO CLEAR OUT CIA CRAPE MYRTLE CV CAS VALVE GM CAS METER GT GRATE TRAP MN MANHOLE 0E1 ELECTRIC BOX IP TELEPHONE PEDESTAL TB TRAFFIC BOX OHP OVERHEAD POWER SWT SINGLE WING TRAP PKNF PK NAT FOUND REIS REBAR SET 08F REBA0 FOUND CMH CABLE MANHOLE GPMH GEORGIA POWER MANHOLE BSMH TH MANHOLE 01000 5 STAR STORM SEWER MANHOLE 554014 SANITARY SEWER MANHOLE -W- UNDERGROUND WATER -p- UNDERGROUND GAS UNDERGROUND POWER -1- UNDERGROUND TELEPHONE -K- UNDERGROUND CABLE - MC UNDERGROUND KMC CABLE - - - PARKING SPACE ON RAMP PARKING SPACE ON 141 FLOOR ® WATER MEIER ED WATER VALVE LICHT POLE 'E- POWER POLE LICHT TRAFFIC POLE ® IRRIGATION CONTROL VALVE 5 _ /2,, IRRIGATION CONTROL VALVE EXHIBIT 'E' ACCESS EASEMENT AREA = CC •0 TECHNICAL DATA DATE OF SURVEY - FEBRUARY, 2010 JANUARY, 2012 EQUIPMENT USED - THEODOLITE & E.D.M. ANGULAR PREC1510N - 5' PER ANGLE FIELD PRECISION- 1 In 15.500 PLAT CLOSURE - 1 In 52.208 COMPASS ADJUSTMENT NOTES: 1. ELEVATOR OF FINISH FLOOR OF PARKING DECK AT ENTRANCE IS 13650 FEET. 2. ELEVATOR Or 114E FIRST ELEVATED FLOOR 510RM DRAINS 1 FEET. 3. ELEVATION OF 1111 HIGHEST STRUCTURAL MEMBER OF THE PARKING DECK IS 213.10 FEETIBY PLANSI 4. ELEVATION 216.10 FEET IS BASED ON BEING 3.00 FEET HIGHER THAN TIE HIGHEST STRUCTURE OF THE PARKING DECK. 5i +H � • I 1 I 1 � I ' I I I 1 - I I I 1 . 1 . I ,' 1 I 1... 1 I. 1 .- . 1 .1 - wO�u� 11 1q ® 11 'q ♦ 11 j/ 1j g 11 q ♦1� ♦ 11�Oq 1 f� O 1. ♦ oQ °F ♦1 11 1' 11 r 1. t" 11q/1q 1. 1g I1 I1tF1♦111 ♦ ♦1♦ j 11111g g 111♦q'kp y �g4 1 ♦♦1♦ ♦11 ♦♦1 . � itirg 1 ig 1 e1 1 1 4 O�111 .1 •1 1 1/ 1 8 1 1 ♦ ♦1 ♦ qq ♦I � _I ♦ 1♦Iw1♦1bIDIg11 ,111 Illgtuit/A`aW ®11 ♦I1A11♦1►1(i q1E I I' I 1 1 I ' 1 I 1 I I" 1 I I -: I I I I ..I q 11 r,„,,,„ • e' 11110 3 TREE 504085 11 iL- �3..": _ ii 1 1'1 : A' , _ e Z LOCATION MAP; .M07 FARLI Em. a ay REFERENCES; I. PLAT OF 511ES 30 AND 44 FOR S0010110UST BANK OF 1100011, NA. BY 000001ON, ROBERTSON AND WMT1HURST, P.C. DATED JULY 11, 1995. 2. PLAT OF SITES 71 FOR 500841RUST BANK OF GEORGIA, N.A. BY CRANSTON. ROBERTSON AND 0841(8UR51, P.C. DATED JULY 11, 1996. LAST REVISED JULY 26. 1996. 3. PLAT OF SITES 28, 29, 30 AND 31 FOR 500111TR ST BANK OF , N.A. BY ON. ROBERTSON AND 0IRI1, 100EHURST, P.C. P,C, DATED JULY 11, 1990, 4. AS -BUILT 041115 PUNS OF JONES, McCARTAN AND REYNOLDS STREETS. 5. COMPILED MAP OF PROPOSED REYNOLDS STREET PARKING DECK FOR AUGUSTA, GEORGIA BY CRANSTON ENGINEERING GROUP, P.C. NOVEMBER 1, 2010. UTILITY NOTE' THE EXISTENCE, ABSENCE, LOCATIONS. AND 011180 OF 00011(0 AND UNDERGROUND ITEMS HAVE BEEN DETERMINED BY 080MARY SURVEYING METH000 FROM FIELD OBSERVATIONS AND FROM INFORMATION FURNISHED BY THE LIMEY COMPANIES, AND ARE NOT GUARANTEED. AIR RIGHTS NOTE: 933 BROAD INVESTMENT CD. LLC. BTU OWN FROM THE GROUND ELEVATOR TO AN ELEVATOR OF 151.05 FEET 0110 FROM AN ELEVA000 OF 216.10 FEET AND ABOVE THE CITY OF AUGUSTA, GEORGIA WILL OWN FROM AN ELEVATION OF 151.05 FEET TO AN ELEVATOR OF 216,10 FEET. ELEVATORS 001.1 BE BASED ON 1HE TOP DE FIRE HYDRANT ELEVATOR BEING 140.04 FEET AS SHOWN ON 1445 MAP. 111 THE ELEVATOR OF 151.05 FEET IS BASED ON BEING 0.25 FEET BELOW E ELEVATION TT Or T FIRST ELEVATED FLOOR DRAINS. !'r . >��_�J'. -�._. - L., - ✓.ZT':rsT T_'LT.:e JONES STREET R/W VARIES I J I III v AI II SE NAIL .... .r.w or, - ..... _. 1� I 1 ( i 1. '11 t F 1-1 L11 'EC-fz.� ".'E; �,.. r1 .. !h :- f71 tR er .,.1.:._�:,'�.L6.I,...�.P�... REYNOLDS STREET (67' NOMINAL RJWi) 1r L EXHIBIT "E" Reynolds Street Parking Deck Augusta, Georgia; 933 Broad Investment Co., LLC; And Augusta, Georgia Land Bank Authority 51717WI5G PROPERTY BETWEEN JONES SWEET A710 REYNOLDS STREET LOCATED IN 1HE 0711, 0.40.0. AUGUSTA, RICHMOND COUNTY, GEORGIA SCALE : 1" = 30' February 2, 2012 PREPARED BY �..ul 1C 4 Cranston Engineering Group, P.C. ENGINEERS - PLANNERS - SURVEYORS BLLIS 9111BET, 041URFA. 08400(0 goon MST OFFICE 005 0640, AUGUSTA, 0840011 Soo00 TRIJEP IOND Teo.nslAee SACBIA018 I1642 m.I1Orm..M...Lin.e0rl0110 .umm G i' 3 :;11; r�'�T wl'6.i `Lit :I. ✓.... Ja ..�, VOLE IN SIDEWALK lf1� "...■■ t- u'.;.1. }:. v I . :ii� ...L.i :. U.,:,• • mT FA•m1R artn Arenm0.Aq.. y .15 - • •: i1. 30' 4 15' 0 30' 60' i i ' l:• °" 2012 - 0015 SCALE IN FEET Book 0 1360:1499 Augusta - Richmond County 2012039339 09/19/2012 16:38:35.02 LEGEND BC BRICK COLUMN CB CABLE B0% CD CLEAN OUT CM CRAPE MYRTLE GV GAS VALVE C M GAS METER T GRATE TRAP MN MANHOLE EB ELECTRIC BO% TP TELEPHONE PEDESTAL. TB TRAFFIC 80% 0110 OVERHEAD POWER SWT SINGLE WING TRAP P000 PK 00I1 FWND RBS RE5AR SET ROE REBAR !DURO CNN CABLE MANHOLE GANN GEORGIA POWER MANHOLE *SW TH MANHOLE 0008* 0 STAN STORM SEWER MANHOLE SSW SANITARY SEWER MANHOLE - W- UNDERGROUND WATER - G UNUERGR0UN0 GAS - P- UNDERGROUND POWER -T- UNDERGROUND TELEPHONE - UNDERGROUND CABLE RNC- UNDERGROUND MAC CABLE - - - PARSING SPACE ON RAMP PARKING SPACE ON 151 FLOOR % WATER METER BD WATER VALVE LIGHT POLE 'S POWER POLE - ISL. LIGHT TRAFFIC POLE ® IRRIGATOR CONTROL VALVE _ „(.1. IRRIGATOR CONTROL VALVE VL. 5 T 1 RAMP EXHIBIT 'F TRAFFIC CONTROL AREA - Z TECHNICAL DATA DATE OF SURVEY - FEBRUARY, 2010 1, O JANUARY, 2012 EQUIPMENT USED - TNE00001E 01 E.O.M. ANGULAR PRECISION - 5' PER ANGLE HELD PRECISION- 1 In 15.500 PLAT CLOSURE - 1 In 52.208 v COMPASS ADJUSTMENT 1'7. 1' W La NOTES: 1. ELEVATION Or FINISH FLOOR OF PARKING DECK AT ENTRANCE 15 138.50 FEET. 2. ELEVATION OF TIE FIRST ELEVATED FLOOR STORM DRAINS IS 151.30 FEET. 3. ELEVATION OF THE HIGHEST STRUCTURAL MEMBER OF 71-11 PARKING DECK IS 213.10 FEET.IBY PLANS) 4. ELEVATION 215.10 FEET IS BASED ON BEING 3.00 FEET HIGHER DOW THE HIGHEST STRUCTURE OF THE PARKING DECK 100 E-B 1, 11q ID 218 89,8 I .I TIAe A i - ,IL +iC 1n x LOCATION MAP; 'SET REFERENCES; 1. PLAT OF 511E5 20 AND 44 FOR 50UTTTRUST BANK Of GEORGIA. N.A. BY CRANSTON, 0091R1SON AND EROIENURST, P.C. DATED JULY 11, 1996. 2. PUT OF SITES 27 TOR 5014101RUST 001111 OF GEORGIA. N.A. BY CRANSTON, ROBERTSON AND 1WIITEHURST, P.C. DATED JULY 11, 1996. UST REVISED JULY 26. 1996. 3. PLAT OF SITES 25, 29, 30 AND 31 FOR SU P .C. T BANK OF GEORGIA, N.A. BY CRANSTON. ROBERTSON AND MHITEHURS1, T, P.C. DATED JULY 11, 1896. 4. AS -BUILT PUNS OF JONES, McCARTAN AND REYNOLDS STREETS. 5. COMPILED MAP OF PROPOSED REYNOLDS STREET PARKING DECK FOR AUGUSTA, GEORGIA BY CRANSTON ENONEERR10 CROUP, P.C. NOVEMBER 1, 2010. UTILITY NOTE: 111E E0STENCE, ABSENCE LOCATORS. AND DEPTHS OF 01400(0 AND UNDERGROUND 110140 HAVE BEEN DETERMINED BY ORDINARY SURVEYING METHODS FROM HELD OBSERVATIONS AND FROM INFORMATION FURNISHED BY THE 0613TY COMPANIES, AND ARE NOT GUARANTEED. AIR RIGHTS NOTE: 933 BROAD INVESTMENT CO. LLC WILL 08161 FROM THE GROUND ELEVATION 10 AN ELEVATOR OF 151.05 FEET AND FR00 AN ELEVATION OF 216.10 FEET AND ABOVE THE CITY OF AUGUSTA, GEORGIA WILL 0WN FROM AN ELEVATION OF 151.05 FEET TO AN ELE00100 OF 216.10 FEET. ELEVATIONS WILL BE BASED ON THE TOP OF FIRE HYDRANT ELEVATION BEING 140.04 FEET AS BROWN ON RIIS MAP. THE ELEVATION OF 151.05 FEET IS BASED ON BEING 0.25 FEET BELOW THE ELEVA1100 Of TIE FIR5T ELEVATED FLOOR DRAINS. JONES STREET R/W VARIES Fri ` I EXHIBIT "F Reynolds Stree t Parking Deck Augusta, Georgia; 933 Broad Investment Co., LLC; And Augusta, Georgia Land Bank Authority I I (^ .\ ' RK NAIL I , • I : INrC_ I •_ m -T 1... rh� JfE� • :.. I:..EE r REYNOLDS STREET (67 NOMINAL R /W) SHOWING PROPERTY BETWEEN JONES STREET AND REYNOLDS STREET LOCATED IN THE 07111 G.M.D. AUGUSTA, RICHMOND COUNTY, GEORGIA SCALE : 1" = 30' February 2, 2012 Cranston Engineering Group, P.C. 011.41 F PREPARED BY ENGINEERS - PLANNERS - SURVEYORS RUTS 508581, 001011 F0. GROIN. 2eme1 40101 05010 80% 2540, 801311118, 050110N 20003 TBLSPIION6 70a-712716.11 FACRI111.8 7004.11 ,mllGennebntmOnee,in..e,m 0 0 '. { 1 - ��„ '1 smL RH A 4RB5 •I. } 1500 ��DiQ'�� XI T TREE ' / �TJl iti --4 5 S 1 . IN -� SOEWAII( a »„ :. .... .. r 0 t','.. J : 1 _.. :.5d F J4 ['S e G:va L�:n 1.0 , u. 4e J- Y 11:ti 5 _ ..a..-• 4 ..00 nm M T rOleai 1U_t■E1 IFS: 30' IS• 0 30' 90' E)I0, 2012 -0015 SCALE IN FEET Book 01360:1500 Augusta - Richmond County 2012039339 09/19/2012 16:38:35.02 LEGEND 80 BRICK COLUMN CB CABLE B08 CO CLEAN OUT CM CRAPE MYRTLE CV CAS VALVE CM CAS METER CT CRATE TRAP MN MANHOLE ER ELECTRIC BOK TP TELEPHONE PEDESTAL 16 TRAFFIC BOX OUP OVERHEAD POWER SWT SINGLE WING TRAP PKNF PK HAIL FOUND 865 MBAR SET RBF REBAR FOUND CNN CABLE MANHOLE GPMN GEORGIA POWER MANHOLE 00411 BELLSOUTH MANHOLE STAN STORM SEWER MANHOLE 55M14 SANITARY SEWER MANHOLE - W- UNDERGROUND WATER -0- UNDERGROUND GAS UNDERGROUND POWER -T- UNDERGROUND TELEPHONE 000080 -C- UNDERGROUND CABLE - KING- UNDERGROUND KMC GABLE - — - PARKING SPACE ON RAMP — PARKING SPACE ON 1st FLOOR ® WATER METER ,} WATER VALVE # LICHT POLE �. POWER POLE '0- LIGHT TRAFFIC POLE ® IRRIGATION CONTROL VALVE ,41 IRRIGATION CONTROL VALVE 00111BIT "0" LANDSCAPE AREA TECHNICAL DATA DATE OF SURVEY — FEBRUARY. 2010 JANUARY, 2012 EQUIPMENT USED — 111100001E 48 E.O.M. ANGULAR PRECISION — 5' PER ANGLE FIELD PRECISION— 1 In 15.500 PLAT CLOSURE — 1 In 52.208 COMPASS ADJUSTMENT NOTES: 1. ELEVATION OF (110511 FLOOR OF PARKING DECK Al ENTRANCE 13 13050 FEET. L ELEVATION OP 1HE FIRST ELEVATED FLOOR STORM DRAINS IS 151.30 FEET. 3. ELEVATION OF THE HIGHEST STRUCTURAL MEMBER OF THE PARKING DECK IS 213.10 P1111BY PLANS/ 4. ELEVATION 21010 FEET IS BASED ON BEING 3.00 FEET HIGHER THAN THE HIGHEST STRUCTURE OF THE PARKING OEM • BBJ [ i✓ I1Mti 6 u • I I ol 1J LOCATION MAC REFERENCES: I. PLAT OF SUES 26 AND 40 FOR 500114TRU51 BANK OF GEORGIA, N.A. BY 010500ON, 00BER1005 AND DHIIE110157, P.C. DATED JULY 11, 1998. 2. PLAT OF SITES 22 FOR SOUTH1RU50 BANK OF GEORGIA. N.A. BY 080(15000, ROBERTSON AND TTN11EHURST, P.C. DATED JULY 11, 1996. LAST REVISED JULY 20, 1995. 3. PLAT OF 51113 2B, 28, 30 AND 31 FOR 50UTH1RUST BANK OF GEORGIA, N.A. BY CRANSTON. ROBERTSON AND W10IENURST. P.C. DATED JULY 11, 1996. 4. A5 -BUILT PUNS OF JONES. 4,0081AN AND REYNOLDS STREETS. 5. COMPREO MAP OF PROPOSE° REYNOLDS STREET PARKING DECK FOR AUGUSTA. OEOR0IA BY CRANST05 ENGINEERING GROUP, P.C. NOVEMBER 1, 2010. UTILITY NOTE' THE 041010NCE, ABSENCE, LOCATORS, AND DEPTHS OF DRUPES AND UNDERGROUND ITEMS HAVE BEEN OE1ER15NE0 BY ORDINARY SURVEYING METHODS FROM FIELD OBSERVATIONS AND FROM INFORMATION FURNISHED BY THE UTUTY COMPANIES, AND ARE NOT GUARANTEED. AIR RIGHTS NOTE: 933 BROAD INVESTMENT CO. LLC. WILL OWN FROM THE GROUND ELEVATION TO AN ELEVATION OF 151.05 FEET AND FROM AN ELEVATOR OF 216.10 FEET AND ABOVE THE CITY or AUGUSTA, GEORGIA BILL OWN FROM AN ELEVATOR OF 151.05 FEET TO AN ELEVATION OF 215.10 FEET. ELEVATIONS WDL BE BASED ON THE TOP OF FIRE HYDRANT ELEVATION BEING 145.04 FEET AS SHOWN ON THIS 6100. THE ELEVATOR OF 151.05 FEET IS BASED ON BEING 0.25 FEET BELOW THE ELEVATION OF THE FIRST ELEVATE° FLOOR DRAINS. I Nn(LLJ JONES STREET R/W VARIES Foy EXHIBIT "G" Reynolds Street Parking Deck Augusta, Georgia; 933 Broad Investment Co., LLC; And Augusta, Georgia Land Bank Authority al 1 < ,l4oF f.a P•[' �1 U Il: �f�1 fE :�` LE (,P SHOWING PROPERTY BETWEEN JONES STREET ARO REYNOLDS STREET LOCATED IN THE 571* G.M.D. AUGUSTA, RICHMOND COUNTY, GEORGIA SCALE : 1" = 30' February 2, 2012 PREPARED BY Cranston Engineering Group, P.C. ENGINEERS - PLANNERS - SURVEYORS 443 ELLIS 57750. AUCTINITA, 0038001 54461 MR 00105 005 6640, AUGUSTA, 0E01104T 69606 TsurnoNs 7084.22.1.6.8 PAC81181.4 465400.0 mJle1n15.m31.nen,n,in9.1,n SECURITY RAMP PK NAL KILT O'NEI If P4066 REYNOLDS STREET (67' NOMINAL R/W) 1 1 H OLI IN � s / / S DEWALK .ru ,.' .e l• 45. 30' 15' .. 30' 'T^ 60m .... 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GA 30904 8 z ASSOCIATED N7TH tvsdesign .01011:41=ItallaCIS radmitosissimililLOSIUUL Mdakid10mlmlSNmm astInoSUISISIOLUSMOISO 1» mossuastsslintasanaini w w co J 0 U w C7 ❑ Z Z 4 5 F- d o a < to co co ZO 'a ❑ J z o z w K co a 0. lY a Book 01360:1506 Augusta - Richmond County 2012039339 09/19/2012 16:38:35.02 All plans and specifications, including as -built drawings, are located at Augusta Georgia, Parks - Recreation- Facilities Department, 2027 Lumpkin Road, Augusta, GA 30907, are titled, "New Parking Deck for City of Augusta, Reynolds Street Parking Deck ", by TVS Design, Project No. 201004, and have the following drawing nos. A2.1 A2.2 A2.3 A2.4 A3.1 A3.2 A6.1 A6.2 A6.3 A7.1 A7.2 A10.1 A10.2 A11.1 A11.2 A11.3 A11.4 A11.5 A11.6 A11.7 Al2.1 Al2.2 COVER SHEET ELECTRICAL FIRE-PROTECTION IN.1 MECHANICAL PLUMBING RD -C3.1 RD -C3.2 RD -C3.3 RD -C3.4 RD -05.1 STRUCTUARL ALL ABOVE RECORD DRAWINGS FINAL REVISION DATE: 11/11/2011. 00469993 -1 Filed in this office: Augusta - Richmond County 09/19/2012 16:38:35.02 Elaine C. Johnson Clerk of Superior Court SHEPARD, t LUNKEI o, HAMILTON & BOUDREAUX, LLP 429 WALKER STREET UPPER LEVEL AHH(IISTA. GA 30901 Space above this line for recorder's use Book 01360:1507 Augusta - Richmond County 2012039340 09/19/2012 16:38:35.03 $0.00 QUITCLAIM DEED !11111 I1!! 11111 8 111 1111? 11111 iiiii 11111 iiiii 11111 1111 1111 2012039340 Augusta - Richmond County DEED WITH RESERVATION OF EASEMENTS AND OTHER RIGHTS THIS INDENTURE (this "Deed "), made this 11 day of 6 b.f.{ , 2012, by and between 933 BROAD INVESTMENT CO, LLC, a Georgia limited liability company, as party of the first part (herein called "Developer"), and AUGUSTA, GEORGIA LAND BANK AUTHORITY, as party of the second part (herein called the "Authority") (the words "Developer" and "Authority" shall include their respective heirs, successors and assigns where the context requires or permits); WITNESSETH: DEVELOPER, for and in consideration of the sum of Ten and No/ 100 Dollars ($10.00) in hand paid at and before the sealing and delivery of these presents, the receipt whereof is hereby acknowledged, has granted, bargained, sold, aliened, conveyed and confirmed and by these presents does grant, bargain, sell, alien, convey and confirm unto the Authority, all that tract and parcel of land being in Augusta, Richmond County, Georgia, and being more particularly described on Exhibit "A" attached hereto and by this reference made a part hereof (hereinafterreferred to as the "Property"), subject to current taxes and assessments not yet due and payable, that certain Deed to Secure Debt, Assignment of Rents and Leases, and Security Agreement from Developer to Wachovia Bank, N.A., dated September 27, 2005 and recorded in the real estate records of Richmond County, Georgia at Book 01019, Page 1326, as the same has been amended, and that certain Assignment of Rents and Leases from Developer to Wachovia Bank, N.A. dated September 27, 2005 and recorded in the real estate records of Richmond County, Georgia at Book 01019, Page 1367, as the same has been amended, all easements, rights of way, covenants, conditions, restrictions, and othematters of record, zoning ordinances, rights of tenants and parties in possession, that certain Reynolds Street Parking Deck Construction, Operating, and Reciprocal Easement Agreement (the "CORE Agreemenf') of even date, the easements and rights reserved herein, and any state of facts that would be disclosed by a current accurate survey of the Property (Permitted Encumbrances'). TO HAVE AND TO HOLD the Property to the same being, belonging, or in anywise appertaining, to the only proper use, benefit and behoof cf the Authority forever in FEE SIMPLE 00467896 -6 EXECUTED under seal the day and year first above written. 1 Signed, sealed and delivered in the presence of: Unofficial Witnes 00467896 -6 (Notary Seal) 2 Book 01360:1508 Augusta - Richmond County 2012039340 09/19/2012 16:38:35.03 933 BROA P INVESTMENT CO, LLC, a Georgia ted "al)* iitt 1 pany By. Pa 1 S. Simon As its President (Seal) The Authority accepts this Deed and agrees to the easements, rights, terms and conditions contained in this Deed under seal the day and year first above written. Signed, sealed and delivered in the presence of: 00467896 -6 3 Augusta, Georgia Land Ba , Authority Book 01360:1509 Augusta - Richmond County 2012039340 09/19/2012 16:38:35.03 s its Land Ban oordinator (Seal) Exhibit "A" Book 01360:1510 Augusta - Richmond County 2012039340 09/19/2012 16:38:35.03 All that lot, tract or parcel of land (the "Land ") situate, lying and being in the 87th G.M.D, Augusta, Richmond County, Georgia, being depicted as "Tract 3" containing 0.83 acre, more or less, on that certain plat of the Reynolds Street Parking Deck for Augusta, Georgia; 933 Broad Investment Co., LLC; and Augusta, Georgia Land Bank Authority by John Thomas Attaway, GA RLS No. 2512, of Cranston Engineering Group, P.C., dated February 2, 2012, and recorded in the Office of the Clerk of Superior Court of Richmond County, Georgia in Plat Cabinet p , Slide ( C. 2 _ # A- D ( "Plat "). LESS AND EXCEPT and subject to the rights of others to exclusive and perpetual right of possession and occupancy of, the exclusive and perpetual right to floor and to cover over and to build and construct over, in or upon the entire space or area situate at a height above a horizontal plane of 151.05 feet above mean sea level and below a horizontal plane of 216.10 feet above mean sea level as determined by reference to the United States Coast and Geodetic Survey Benchmark Elevation of 134.948 feet above mean sea level located at the Georgia Geodetic Monument # 14 -R -3 north 1,262,402.48, east 563,401.17 in the parkway on Greene Street between Fourth and Fifth Streets in the City of Augusta, Richmond County, Georgia, directly over and above the Land. Said air rights parcel was conveyedto Augusta, Georgia by deed of Grantor of even date and recorded in the Office of the Clerk of Superior Court of Richmond County, Georgia, prior to the recordation of this Deed (the "City Air Rights Property "). LESS AND EXCEPT and subject to the rights of others to the exclusive and perpetual possession and occupancy of, and the exclusive and perpetual right to, floor and cover over and build and construct over, in or upon the entire space or area situate at a height above a horizontal plane of 216.10 feet above mean sea level as determined by reference to the United States Coast and Geodetic Survey Benchmark Elevation of 134.948 feet above mean sea level located at the Georgia Geodetic Monument #14-R-3 north 1,262,402.48, east 563,401.17 in the parkway on Greene Street between Fourth and Fifth Streets in the City of Augusta, Richmond County, Georgia, directly over and above the Land. Title to said air rights parcel is hereby reserved to Grantor. Portion of TMP Nos. 037 -3- 066 -01 -0; 037 -3- 066 -00 -0; 037 -3- 177 -00 -0; 037 -3- 069 -00 -0; and 037 -3- 070-00-0. SUBJECT TO AND RESERVING THEREFROM THE FOLLOWING EASEMENTS AND RIGHTS: Easements Reserved in Favor of Developer. The parties intend that Developer, as the owner of the land described in Exhibit `B" hereto (the "Developer Property "), retains, at no rental or other charge, the perpetual right of possession, use and occupancy of the Property in the broadest sense for parking, access, commercial and residential use and occupancy, and all other lawful purposes, subject only to the agreements and restrictions set forth in the CORE Agreement. Accordingly, Developer reserves easements in perpetuity for the use and benefit of the owner of the Developer Property over all portions of the Property, subject to the CORE Agreement, for (i) the parking of passenger and commercial vehicles on all parking spaces now or hereafter located on the Property, on an exclusive basis; (ii) pedestrian and vehicular ingress and egress to and from the public streets and sidewalks over all portions of the Property; (iii) the possession, use, and occupancy of the Property; (iv) the re- configuration, demolition of improvements, erection of new improvements, modification, construction, use, occupancy, leasing, operation, and maintenance of retail or office space or any 00467896 -6 4 Book 01360:1511 Augusta - Richmond County 2012039340 09/19/2012 16:38:35.03 other type of commercial or residential use not prohibited by law; (v) the construction, use, repair, and maintenance of footings, supports and utility lines (electric, communication, water, sewer, storm water, and gas, to the extent now or hereafter desirable by Developer); (vi) all other uses of the Property not prohibited by law; and (vii) all rights, benefits and easements of Developer under the CORE Agreement Neither the Authority nor any person or entity acting through the Authority shall enter into or make any use of the Property or any portion thereof in a manner that would impact or interfere with Developer's, or any successor owner of the Developer Property, exercise of its rights and easements reserved in this Deed, without the express and prior written consent of Developer. Developer shall not be required to obtain any consent of the Authority or provide any notice to the Authority prior to the exercise of its rights reserved in this Deed. The foregoing rights and easements shall run with the land for the benefit of the owner of the Developer Property and burden the Property, such being intended to be rights and easements appurtenant to the Developer Property and not in gross. Binding Effect Etc. Developer, or any successor owner of the Developer Property, shall have the right to extend to its tenants, customers, business guests and invitees the benefit of the rights and easements established in this Deed, but no such tenant, customer, business guest or invitee shall by virtue thereof be deemed to have acquired any interest whatsoever in the Property or any part thereof. The benefits and burdens of the easements and restrictions created in this Deed shall run with the land and shall be binding upon and inure to the benefit of the owners of all interests in the Property (and all subdivided portions thereof) and the Developer Property and their respective heirs, executors, successors -in- title, tenants, and assigns, and all those holding under any of them. The easements, restrictions and obligations contained in this Deed shall be unaffected by any change in the ownership of any property covered by this Deed or the Developer Property or by any change of use, demolition, reconstruction, expansion or other circumstances, except as specified in this Deed. Each of the rights created hereunder may be enforceable in a court of equity by the owner of any property covered by this Deed. It is the express intent of the parties hereto that the easements reserved in this Deed shall not, at any time, merge by operation of law into any owner' s title or interest in any parcel, but that the easements reserved in this Deed shall remain separate and distinct rights and estates in land unless the owner(s) of all affected parcels specifically evidence their intent by mutual agreement in writing to extinguish any such easement. It is further expressly provided that the acquisition hereafter by any other party (including, without limitation, a present or future mortgagee of any parcel or any portion thereof) of an ownership interest (in fee, leasehold, or otherwise) shall not operate, by merger or otherwise, to extinguish, diminish, impair, or otherwise affect any easement granted herein, which easements shall remain separate and distinct estates in land. Developer shall have the right to encumber, pledge, mortgage, grant security title to, grant a security interest in, convey, transfer, assign, and subdivide and convey to one or multiple parties, all or any portion of the easements and rights reserved in this Deed. Perpetual Easements. The easements reserved in this Deed shall continue in perpetuity. The parties expressly acknowledge and agree that the purpose of this Deed is the reservation and establishment of the easements, rights and privileges set forth herein, and none of the terms or provisions of this Deed shall be or be deemed to be "covenants restricting land to certain uses" for purposes of O.C.G.A. § 44 -5 -60, or any similar law or statute, and each party (knowingly, willingly and upon the advice of legal counsel) expressly forever waives, releases and discharges any right that either party now has or ever may have to claim or assert in any legal or other circumstances that any of the easements or other terms or provisions of this Deed are in any way covered or limited by said section or any similar law or statute. Option to Re- Acquire the Property. In the event Augusta, Georgia fails to rebuild after damage to the parking deck located on the City Air Rights Property, above the Property and the CORE Agreement terminates 00467896 -6 5 Book 01360:1512 Augusta - Richmond County 2012039340 09/19/2012 16:38:35.03 pursuant to Section 5.3 thereof, Developer, together with its successors and assigns as owners of the Developer Property, shall have a perpetual option to acquire fee simple title to the Property for its fair market value, as determined by an appraisal complying with the laws of Georgia with respect to the sale of government owned property and taking into account the diminution in value of the Property on account of the easements reserved by Developer in this Deed. In the event Developer exercises its option to acquire the Property, the Authority shall reasonably cooperate with Developer in obtaining such appraisal and all necessary approvals for such conveyance of the Property to Developer. Furthermore, Developer, for itself and its successors and assigns as owners of the Developer Property, reserves for itself and its successors and assigns, and expressly does not transfer to the Authority, the option to acquire the City Air Rights Property after a casualty pursuant to Section 5.3 of the CORE Agreement Amendment and Waiver. No amendment of any provision of this Deed shall be valid unless the same shall be in writing and signed by Developer and the Authority (or their successors in title to the Property) and duly indexed and recorded in the Office of the Clerk of Superior Court of Augusta, Richmond County, Georgia. No waiver by any party of any provision of this Deed, whether intentional or not, shall be valid unless the same shall be in writing and signed by the party making such waiver nor shall such waiver be deemed to extend to any subsequent default, misrepresentation, or breach of warranty or covenant under this Deed or affect in any way any rights arising by virtue of any prir or subsequent such occurrence. 0046789E-6 6 AND LESS AND EXCEPT: 00467896 -6 Exhibit `B" "Developer Property" 7 Book 01360:1513 Augusta - Richmond County 2012039340 09/19/2012 16:38:35.03 All that lot, tract or parcel of land situate, lying and being in the 87 G.M.D, Augusta, Richmond County, Georgia, being depicted as "Tract 3" containing 0.83 acre, more or less, on that certain Plat of the Reynolds Street Parking Deck for Augusta, Georgia; 933 Broad InvestmentCo., LLC; and Augusta, Georgia Land Bank Authority by John Thomas Attaway, GA RLS No. 2512, of Cranston Engineering Group, P.C., dated February 2, 2012, and recorded in the Office of the Clerk of Superior Court of Richmond County, Georgia in Plat Cabinet D , Slide i(,a #A All those lots, tracts, or parcels of land situate, lying and being in the 87th G.M.D, Augusta, Richmond County, Georgia, being depicted as "Tract 4" containing 0.41 acre, more or less, and "Tract 4A" containing 0.01 acre, more or less, on that certain Plat of the Reynolds Street Parking Deck for Augusta, Georgia; 933 Broad InvestmentCo., LLC; and Augusta, Georgia Land Bank Authority by John Thomas Attaway, GA RLS No. 2512, of Cranston Engineering Group, P.C., dated February 2, 2012, and recorded in the Office of the Clerk of Superior Court of Richmond County, Georgia Plat Cabinet D Slide f 6a 11A-0 The exclusive and perpetual right of possession and occupancy of, the exclusive and perpetual right to floor and to cover over and to build and construct over, in or upon the entire space or area situate at a height above a horizontal plane of 151.05 feet above mean sea level and below a horizontal plane of 216.10 feet above mean sea level as determined by reference to the United States Coast and Geodetic Survey Benchmark Elevation of 134.948 feet above mean sea level located at the Georgia Geodetic Monument #14 -R -3 north 1,262,402.48, east 563,401.17 in the parkway on Greene Street between Fourth and Fifth Streets in the City of Augusta, Richmond County, Georgia, directly over and above the land desribed as follows: All that lot, tract or parcel of land situate, lying and being in the 87th G.M.D, Augusta, Richmond County, Georgia, being depicted as "Tract 3" containing 0.83 acre, more or less, on that certain Plat of the Reynolds Street Parking Deck for Augusta, Georgia; 933 Broad Investment Co., LLC; and Augusta, Georgia Land Bank Authority by John Thomas Attaway, GA RLS No. 2512, of Cranston Engineering Group, P.C., dated February 2, 2012, and recorded in the Office of the Clerk of Superior Court of Richmond County, Georgia in Plat Cthinet D , Slide f C 7 # i �D Filed in this office: Augusta - Richmond County 09/19/2012 16:38:35.03 Elaine C. Johnson Clerk of Superior Court SHEPARD, PLUNKEfl, HAMILTON & BOUDREAUX, LLP 429 WALKER STREET UPPER LEVEL nE Erl lSTA. GA 30901 Prepared by and after recording, please return to: Book 01360:1514 Augusta - Richmond County 2012039341 09/19/2012 16:38:35.04 $0.00 QUITCLAIM DEED 11111111111111111 11111 1111111111 11111 1111 1 1111 11111 1 1111111 2012039341 Augusta - Richmond County Cross Reference to instruments recorded at: Seyfarth SR.w P Deed Book 01019, Page 1326 1075 Peacht Street, N.E., Suite 2500 Deed Book 01019, Page 1367 Atlanta, eorg:. 30309 Deed Book 01041, Page 2155 Attn: on H. Wh field, Esq. Deed Book 01141, Page 2119 Deed Book 01019, Page 1440 Deed Book 01264, Page 1045 Richmond County, Georgia records STATE OF GEORGIA COUNTY OF RICHMOND THIS QUITCLAIM DEED AND PARTIAL RELEASE (this "Partial Release ") is effective as of this lc day of September, 2012, between WELLS FARGO BANK, N.A., a national banking association, successor by merger to WACHOVIA BANK, NATIONAL ASSOCIATION ( "Lender "), having a mailing address of 333 Market Street, San Francisco, California 94105, Attention: Rosana Laxa, Loan Administrator, and AUGUSTA, GEORGIA LAND BANK AUTHORITY ( "Land Bank Authority "), with the mailing address of 925 Laney Walker Boulevard, 3rd Floor, Augusta, Georgia 30901 ( "Lender" and "Land Bank Authority" to include the plural as well as the singular, and heirs, legal representatives, successors and assigns, where the context so requires or admits). WITNES SETH WHEREAS, Lender has made certain loans (the "Loans ") to Augusta Riverfront, LLC ( "Borrower "), which Loans are unpaid and are currently evidenced by (i) that certain Promissory Note made by Borrower in the original principal amount of $78,500,000 dated September 27, 2005 and (ii) that certain Promissory Note made by Borrower in the original principal amount of $13,500,000 dated February 17, 2006 (collectively, the "Notes "); WHEREAS, 933 Broad Investment Co, LLC, a Georgia limited liability company ( "933 Broad "), has guaranteed Borrower's indebtedness and obligations under the Notes and the Loans pursuant to that certain Guaranty Agreement dated September 27, 2005 (as the same has been heretofore amended and reaffirmed, the "Guaranty "); 00468294 -2 1 QUITCLAIM DEED AND PARTIAL RELEASE Book 01360:1514. 2 Augusta - Richmond County 2012039341 09/19/2012 16:38:35.04 thereby; WHEREAS, 933 Broad has secured its obligations under the Guaranty with the following instruments: (i) that Deed to Secure Debt, Assignment of Rents and Leases, and Security Agreement dated as of September 27, 2005 made by 933 Broad for the benefit of Lender and recorded October 14, 2005 in Office of the Clerk of the Superior Court, Richmond County, Georgia (the "Official Records ") in Deed Book 01019, Page 1326, as the same has been modified and amended by that certain First Modification of Deed to Secure Debt, Security Agreement, Financing Statement and Fixture Filing, and First Modification of Assignment of Rents and Leases dated February 17, 2006 and recorded in the Official Records on March 2, 2006 in Deed Book 01041, Page 2155 (the "First Modification "), as further modified and amended by that certain Second Modification of Deed to Secure Debt, Security Agreement, Financing Statement and Fixture Filing, and Second Modification of Assignment of Rents and Leases dated August 23, 2007 and recorded in the Official Records on September 7, 2007 in Deed Book 01141, Page 2119 (the "Second Modification "; said deed to secure debt, as modified by the First Modification and the Second Modification is hereinafter collectively referred to as the "Security Deed "); (ii) that certain Assignment of Rents and Leases dated as of September 27, 2005 made by 933 Broad for the benefit of Lender and recorded in the Official Records on October 14, 2005 in Deed Book 01019, Page 1367, as the same has been modified by the First Modification and Second Modification (said assignment of rents and leases as modified by the First Modification and the Second Modification is hereinafter collectively referred to as the "ALR "); and (iii) that UCC Financing Statement recorded in the Official Records on September 27, 2005, in Deed Book 01019, Page 1440, as continued by that UCC Financing Statement Amendment recorded in the Official Records on June 22, 2010, in Deed Book 01264, Page 1045 (as continued, the "UCC "). The foregoing documents, instruments and agreements, together will all other documents, instruments and agreements evidencing, securing or otherwise relating to the Loans, as any of same may have been amended, modified, supplemented, restated, extended, spread, renewed and/or consolidated, are hereinafter collectively referred to as the "Loan Documents"; WHEREAS, Lender is the current holder of the Loan Documents and all indebtedness secured WHEREAS, with the consent of Lender, 933 Broad has conveyed certain property defined herein as the "Release Parcel" to Land Bank Authority subject to the lien and encumbrance of the Loan Documents; WHEREAS, Lender has agreed to release the Release Parcel, BUT ONLY THE RELEASE PARCEL, from the lien, security interests, operation and effect created under and by virtue of the Loan Documents, and desires to evidence and confirm said agreement by executing and delivering this Partial Release. WHEREAS, except for the Release Parcel (which is being released from the lien of the Loan Documents), the Loans are outstanding and unpaid, the Loan Documents remain in full force and effect, with all property, land, easements, improvements, fixtures and personal property described in the Loan Documents (collectively, the "Mortgaged Property ") continuing to secure the Guaranty and the Loans and subject to the lien(s) of the Loan Documents. THIS IS ONLY A PARTIAL RELEASE OF LIEN AND RELEASES ONLY PART OF THE MORTGAGED PROPERTY COVERED BY THE LOAN DOCUMENTS. 00468294 -2 2 LESS AND EXCEPT: LESS AND EXCEPT AND SUBJECT TO: 00468294 -2 3 Book 01360:1514. 3 Augusta - Richmond County 2012039341 09/19/2012 16:38:35.04 NOW THEREFORE, in consideration of the premises and TEN DOLLARS in -hand paid to Lender, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lender does hereby remise, release, quitclaim and set over unto Land Bank Authority and its heirs, successors and assigns forever the following property (the "Release Parcel "): All that lot, tract or parcel of land (the "Land ") situate, lying and being in the 87th G.M.D, Augusta, Richmond County, Georgia, being depicted as "Tract 3" containing 0.83 acre, more or less, on that certain plat of the Reynolds Street Parking Deck for Augusta, Georgia; 933 Broad Investment Co., LLC; and Augusta, Georgia Land Bank Authority by John Thomas Attaway, GA RLS No. 2512, of Cranston Engineering Group, P.C., dated February 2, 2012, and recorded in the Office of the Clerk of Superior Court of Richmond County, Georgia in Plat Cabinet p , Slide # A - b . LESS AND EXCEPT: The exclusive and perpetual possession and occupancy of, and the exclusive and perpetual right to, floor and cover over and build and construct over, in or upon the entire space or area situate at a height above a horizontal plane of 151.05 feet above mean sea level and below a horizontal plane of 216.10 feet above mean sea level as determined by reference to the United States Coast and Geodetic Survey Benchmark Elevation of 134.948 feet above mean sea level located at the Georgia Geodetic Monument #14 -R -3 north 1,262,402.48, east 563,401.17 in the parkway on Greene Street between Fourth and Fifth Streets in the City of Augusta, Richmond County, Georgia, directly over and above the Land, said air rights parcel having been previously released by Lender pursuant to separate partial release instrument of even date herewith; and The exclusive and perpetual possession and occupancy of, and the exclusive and perpetual right to, floor and cover over and build and construct over, in or upon the entire space or area situate at a height above a horizontal plane of 216.10 feet above mean sea level as determined by reference to the United States Coast and Geodetic Survey Benchmark Elevation of 134.948 feet above mean sea level located at the Georgia Geodetic Monument #14 -R -3 north 1,262,402.48, east 563,401.17 in the parkway on Greene Street between Fourth and Fifth Streets in the City of Augusta, Richmond County, Georgia, directly over and above the Land; and Easements and other rights in favor of 933 Broad Investment Co, LLC set forth in that certain Reynolds Street Parking Deck Construction, Operating, and Reciprocal Easement A reement between 933 Broad Investment Co, LLC and Augusta, Georgia dated September, 2012 and recorded with the Clerk of the Superior Court of Richmond County, Georgia in Book 1 3 ( o , Page ) 7 7 ; and Easements and other rights retained by and in favor of 933 Broad Investment Co, LLC pursuant to that certain Deed With Reservation of Easements and Other Rights by and between 94 Broad Investment Co, LLC and Augusta, Georgia Land Bank Authority dated September t , 2012 and recorded with the Clerk of the Superior Court of Richmond County, Georgia in Book b .3 6 U , Page I S 6 7. Portion of TMP Nos. 037 -3- 066 -01 -0; 037 -3- 066 -00 -0; 037 -3- 177 -00 -0; 037 -3- 069 -00 -0; and 037 -3- 070-00-0. Book 01360:1514. 4 Augusta - Richmond County 2012039341 09/19/2012 16:38:35.04 but only the Release Parcel, together with all hereditaments and appurtenances thereunto belonging, and all right, title and interest of Lender in and to the same, BUT WITHOUT, HOWEVER, in any manner releasing or relinquishing the lien, security interests, operation or effect of the Loan Documents on the Mortgaged Property (other than the Release Parcel) and all other property, land, easements, improvements, fixtures and personal property described therein. THIS IS A PARTIAL RELEASE OF LIEN, and except for the Release Parcel, the liens and obligations of the Loan Documents continue in full force and effect on the Mortgaged Property as described in the Loan Documents. All terms covenants, conditions and provisions of the Partial Release are binding upon Lender and its heirs, legal representatives, successors and assigns, and all other parties in interest. This Partial Release is governed by, and shall be construed and enforced in accordance with, the laws of the State of Georgia. TO HAVE AND TO HOLD the Release Parcel to Land Bank Authority, so that neither Lender nor any person or persons claiming under Lender, shall at any time, by any means or ways, have, claim or demand any right to title to the Property or its appurtenances. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS] 00468294 -2 4 IN WPI "NESS WHEREOF, Lender bas executed this instrument the day and year first above written. Signed, sealed and delivered in the presence of: Unofficial Witness Notary Public My Commission Expires: `0 1111111//,,,, �; 03TA,q 9 • 0 ; ` �s on cn : 143LAG Ai‹, < ' UMW" ' 00468294-2 00468294 -2 5 Book 01360 :1514. 5 Augusta - Richmond County 2012039341 09/19/2012 16:38:35.04 Lender: WELLS FARGO BANK, N.A., a national banking association, successor by merger to WACBOVIA BANK, NATIONAL ASSOCIATION By: Naive: Je Title: V i erB. e Preside lnar [BANK SEAL] Land Bank Authority accepts this Partial Release as of the day and year first above written. Signed, sealed and delivered in the presence of: Unofficial Witness My "ommission Expires: [Notarial Seal] 00468294 -2 6 Book 01360:1514. 6 Augusta - Richmond County 2012039341 09/19/2012 16:38:35.04 Land Bank Authority: AUGUSTA, GEORGIA LAND BANK AUTHORITY By: Name: Title: C Atte Name: Title: Land Bank Coordinator [SEAL] Filed in this office: Augusta - Richmond County 0 9/19/2 . 01 . 2 16:38 :35.0 Elaine C. Johnson Clerk of Superior Court Instrument Number: 2012039238 Book/Page: 00008/0139 Date Filed: 09/19/2012 15:02:14.00 This document is not to scale. 050 016 0t1Brxrnt6000102..F00 C ma6ulwnx 9D*5 v1AT 53FRER0 PLA 1 00o IL$ilSli 1/ 50(11; d N5 Moo O 0M*E B0 W MEIN Wr OR MK 1/001 C4 us MX O 00. 11* AW 0000L O 40500 501 10 0 00000105310.E ' • O MNEAD 000 SW 410 R0' RSAi 00 x54 )000 1K REM SET RO 11E0A FOND COI CAE 00001 P6I 5OIW RORER 10100.0 Bow 9ELLS0URI662)101 EMI $100 1050 051101 *50* 11000 SERER MA ROLE 0 - 0100.0000 055 -G- *100 R UOERORCRO 0105300 -0- 1 00010000 655E - 00056011 mg 513E -- RANK PACE 0OOP --NORM PAC[ 0110 R0R % piP MLR • LISP 10'4 0 0011 1 1300 001 'EO Rao Naffs MU O 0000301 001501 VALVE A 0900009 CONTROL Yk1E 47 1r r rzm :ommoom.72o.1Z727 JOICS STREET R/W VARIES P 7 frw0*Zo>rn ERRI 0 TE CHNICAL DATA, OAT OF ROM - FEBIWARY, 4010 MNUARY, 2012 EOOR0NT USED - 0000517E 5 EDw. AMOR 1000101 - 5' PER MOLE FIELD 1000901- 1 M 15.500 PLAT CLOSURE - I 0 52,55 COMPASS ADJASLC5T NOTE5; 1. 0500*01 Cr 8191 R00 OF 01 0E0( A> 555 0 5 130 S5 RE f. 5 000004 5 RE ARV 1*1. 1100 8 00 0 x5 61X1.0111. 1 RO BB004 15 DIM 62010 'ERR Or P0151 A 0000.000510 ELT 5 500 05 5016610 MT Met SIMF 34 WOOT 0 50 5 5 x00310 PAAwN* Li LOCATION MAP; x11 REFERENCES; 1- RAT 5110 O NOMF0 SORMOR 151 5090 Cr 50100. 000101, ROER504 100 1111100051. P.0 ORTFS 045 IT 00. 1 RA10 512029FOR S011501 515055050. RA 00*006,VA ROBER18011 601110005T. ;RC 000 ARY 0, 1555 UV 5000 ARY 20 1995 3 MT 5188 70 D. RO NMI A F0 90111011110 OAK 0 50101 00. BY 000001110001901 AIN 1101008. 9.4 ORIEO AAY IL 1990 1 0-001.1 WAS 5 0005. 010011 0.w 001 8005 0001170 5 FRCP= 00.0BS STREET P■0010 2 151 *0 AUGRISIA 0wYA Or CRAr5rw5 EN0FP10 MP. i t. x(0.0 0 L UTILITY NOTE; ME C0100. AKgt, 501*500* 00 0915 0 N0M5 00 10011561I0 fi00 1410 5001011458 50 0011005 350£005 REIMS F000 FLD *050505306 NO MC1 0a0A110 00NSMD 5Y 00 bODY 0011105, MD mE NOR 056103. .AIR RIGHTS NOTE: IA 01000650001 0. 6E. 1U 010 RRry IME CORM 0011005 TO M *05101150L.M 0)51 60 1000 00 00500155 5 91010 RR NO ABOE AC OW 0 AW5LA 50000 wit OM 50.01 AR 0113015 15000 Mt 10 0 0EW10N 0 91410 FEET E10VAID10 ORR Of RAS O 0 IRS NSI )0 E CLEW P010 101001Y 500.0000 100 14004 55 0.5 5x0051 0 95 NM. 11f Cr 01 151.05 * 0 610.505 04 OMB 055 Fur 0100 00 €11101101 €11101101 5 04 61WTIM 000 DAMNS Lw Oc. C IS• 0 N 510 ' °• SCALE IN FEET e I ird Reynolds Street Parking Deck a 1 Augusta, Georgia; 933 Broad Investment Co., LLC; And Augusta, Georgia Land Bank Authority 5x1000 ROOMY 0 STREET 0.0 O.YM50S STREET 0.000 0 w 15110 000 AUGUSTA, RICHMOND COUNTY, GEORGIA SCALE ; 1 ® 30' February Z 2012 0 004050 5Y Cranston Engineering Group, P.C. SN(HNEERS • PLANNERS • SUAVS)OFS 101050mar, AIMOOA1000 man SILw 50 w!. 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PM1EB POE 'O. ✓111 Mxm1C POLE 0) MAK. 00411014 3444 Al *183* r MIOROI PAM UH91 r ACCESS EASEMENT TECHNICAL DATA DAZE 00 RAW, - x1N1DMY. 2010 .ANIMA', 2012 E1WNNE U921 - 000D01E% B COAL ANGULAR PPIEGISC4 - 0 PER MU F9T0 00001908- I N 13.900 9EA1 01001 - 1 n 52208 COMPASS ABBJ59 711 L 00),AT A A1 ATO Is 1311501111 2.ExvA0ON W 00. 10151 MUM a0W 51001 130)2)5 15 15110 ,1T1. J E0ENAINI V 891N0BST 9RMIWAL 7020009 0P 1111 PAM& OAC0 x 31110 fin UP 4.Or9030S 210 SAUD CM 9030 3.00 061 1090 A0N 09 *0991 51AKRAE Of ME 0110X0 PECK 5 A F "sr SEEMS= •apns o; Jou si }uawnaop sig1, 1 PLAT OF 91199 0( N0 00 44 0 $01411911 BANN K 410104 NJ- 514 1T0r' CRN9r94 B0BER101N AND rxro0R21. P.0 2(0* Jx7 1,.159. 2 PEAT Gi 9104 n POP 9020110012/ BANK 04 0501.04 N.A 9T 1/. AMMAN NM •nCNJ055. P0, NM 00.4 6l. leak uSr MN9W xAnrxWSn oru., JAY M 1156 OAA *NMNYN1IXe 1 N.N1 Of FIES Pk ea. 30 AM 31 000 901117720? BARN C9 CEW94 k 4 A BY 0005191. COMMON AM 0019)9051, P C 04110 NAY 11. 1306 15-0101 PUNS 00 m[1( MART& AND 00191005 Se9[1F 5 CGMW YAP 00 PROP01W WINO NA 91161 PARK 0001 *102(12 GEM%r. BY 011 ih0Fi0MC VCW, P.C. 10111*R 4. 9140. UTILITY NOTE: M ME W& MIKE 1LCAIIWS. APO 00 DP Mtn AM LNOEYWM1011 101*2 i0* MN d1Y MO BY DC nJn W W A.s. AM ARE m102 0 . 20 ' 0 AI RIGHTS NOTE: Bo MOW INmITTEN1 c0. LTC au oM mew 450 WNW 1Ew.n91101x C*VADON 9 151. W AE0.1 AM 1AON AN /LOAM V 211.10 MCI AND 4104* 04 on 0P AMTSTA. MUM Nu 0x1 PPM AN *EVAeca BP 00f os 1011 TO 0* 9x211011 &M10 0 101 MAMAS x10 00 &5221 ME TOP O0 PJa 10r9Nm1 E1EW704 0* 140.04 f0.1 AS MVP W 035 NAP. 110 737119109 LSI 05 0iE1 5 we, 04 MIK 0.15 Mt R]DA a[ P*NAllox 04 1(0 1a41 EINAIW RMR 0444 I -Ica , a/J....L. JONES STREET R/W VARIES .>pJ 0 10• ., 5 SCALE IN PE01 APPROVED 0 0001 000010140 1(010100* - R00NM0 C90E3 2012039238 09/191201215'.02:14,00 EXHIBIT "E" Reynolds Street Parking Deck Augusta, Geo 933 Broad Investment Co., LLC; And Augusta, Georgia Land Bank Authority 9404110 Mra*A0 OEIBPPN JONES SM67 1144 111310102 51190 OWED W 110' 011 420.0 AUGUSTA, RICHMOND COUNTY, GEORGIA SCALE : 1 = 30' fehmoPy 2, 2012 PREPAPED e1 Cranston Engineering Group, P.C. EN12007RILS • PLANNERS • SURVEYORS 19 0111 00701, 1001604 0001104 MRPI 1791 &MA 119 NFL. Atm10EA (001311 YUM SNIMIWO ISb0Hx .1 all 00•fI:ZO:SI ZIOZ /61/60 :1 a }uQ OPIO /80000 8£Z6£OZIOZ .aagwnK;uawn..;suI ' 2012 -0015 0 3 LEGEND 00 00.111005)9 CC 01 001 CO 0fA1 OUT W WWE 010 w 010 010.0 W 0.01091 at GAM 110 111 011010 Ee GLOW 901 M 19.EN000 (L*E511 M 01110004 SC 00 0 wvtt 1 Mt Oa lok 909 90903 911 90, ROM ware OIx 00AE 010 er PIN 100006 POW 04000E 0101 01.900 000 Shat 90305 00 00009 0.161 04501491 996! 00900E 1.9445501 0410* •0- 000190A0 OAS -P- 0/000010 9000 •r- 01114(0010 04019E -c- 00300000 010 - 00100090 *01 040 090* 0(0(0 10 800 -`•• 09w40 °4540. w 01 ROM % 010 9EI0 0, OAYR 9010 uW? P0L 90900 90.E - Q 43011 1042010 000 O 0300 00/I WI'i0. 0101 • 0120010 001010. VN4 *0161 T 100 00000. Mr, TECHNICAL DAB DAM Cf RANEY - 000404111*, 2010 209110. 2012 E001.0104 0100 - 11001011* & E014 . 900.110 99001904 - 1 901 *Cu 91010 90110001 - 1 0 104500 PEA? (10510E - 1 N 52,205 *000155 50.11.15 1.9E 0s_: 1. 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AIR RIGHTS NOTE: 913 04090 00(0(01 M 110. 401 044 0904 e0 0090 0001500 10 48 60031051 00 151.03 E0*1 110 0• M 0)1091 6 20010 161 AND 40010 L( Cat M 030401*, 000001 401. 00 Mx M01010454 0 0403101 TO 1501 oo 1 80 415 2 00 0 0E e xc 00. 0019.5 ? 0* * a 4 kp 5* Q 1.1041-010" 005. REr 6 0.1900 2001ry5 00 161 0501.01) 101E 0111 P 0 119500DOM ROW 05196. (RED 0 011100..911.1141~ 1H.1.1DF.r%i � NSAT�..sr JONES STREET R/W VARIES SE ALE IN 1E Bea 000501*? moo - RRNroMI COUr5Y 2012039238 09/19/201215,02:14.00 EXHIBIT "r Reynolds Street Parking Deck Augusta, Geo 933 Broad Investment Co., LLC; And Augusta Georgia Land Bank Authority 5000001900110E1000 P301 50001 NW 400.00 540E1/ 400100 N 5 070 000. AUGUSTA, RICHMOND COUNTY, GEORGIA SCALE : 1' ,a 30' February 2, 2022 PREPARED AV Cranston Engineering Group, P.C. ENGINEERS • PIAN9EM • SITRVEY083 to 009 mitt 0 3011 *.09090090161 0612N0A 900 900.10196)1 0931102401e 060100 00(1101 1104 0410 lwrrxa. 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