Documente Academic
Documente Profesional
Documente Cultură
GA
DOCUMENT NAME
Omended
s ye
eo tat
u LDns CY
DOCUMENT TYPE
eo
YEAR
Of
BOX NUMBER
Oe
3
FILE
NUMBER
NUMBER OF PAGES
67
AMENDED AND REST A TED CONSTRUCTION OPERATING AND RECIPROCAL EASEMENT AGREEMENT
llS TI
RECIPRQCAL
199fhy and
Authority
of the
City
of Augusta
Georgia
the
Georgia the City Augusta Riverfront Developer and The Downtown Development Authority CapitaliZed terms used herein are defined in
Article I hereof
RECITALS
Background
A
On August 15 1989 the Developer the City and the Authority entered into that Construction Operating and Reciprocal Easement Agreement which is recorded in the office of the Clerk of Superior Court ofRichmond County Georgia at Realty Reel 317 page 184 as amended by the First Amendment to Construction Operating and Reciprocal Easement Agreement dated July 16 1990 and recorded at Realty Reel 340 page 2110 aforesaid records as amended the 1989 CORE This Restated CORE Agreement supersedes amends and restates the 1989 Core Agreement Agreement
The 1989 Core Agreement provided for the construction
building
development and management of an office parking improvements along the banks of downtown Augusta Georgia collectively the Project
facilities and related
Current
Ownership
The Authority owns fee simple title to that property shown as Parcel P which includes Parcels P 4 P 6 P 7 and P 8 and the ground under the air rights Parcels P l P 2 P 3 and P 5 on the Plat
The
Authority
owns
fee
simple
title to air
rights
Parcels
P l
and
P 5
on
the Plat
The
M
Developer owns
and the air
fee
shown
as
Parcels
N l
N 2 and
and P 3
on
The
City
owns
Area 1999
on
Operations
The
Existing Conference Center which is located on the parcel P l on the City pursuant to the Conference Center Lease Under the terms of the Conference Center Lease the City shall purchase the Conference Center at the expiration of the lease term for 100 00 The lease term shall expire when the loan taken to construct the Conference Center is fully satisfied currently scheduled for no later than July 2012
owns
Authority
the
REH
The
Developer Agreement
The The
City pursuant
to
I J
Developer Authority
N l
P Parking Improvements located on Parcel Lease Under the terms of the Parking leases them to the City pursuant to the Parking Improvements the Parking Improvements at the expiration ofthe lease Improvements Lease the City shall purchase issued to construct the Parking 100 00 The lease term shall expire when the bonds term for for January 1 2010 scheduled Improvements are fully satisfie currently
owns
and N 2
and
UDAG Loan
The the
is owned
in the
in part
7 562 454 00
that UDAG Note L the Existing Hotel related personal The UDAG Note is secured by a second priority lien covering in that UDAG Security Deed and adjacent real estate as more particularly described
property
and the Developer and the City have The principal balance ofthe UDAG Note does not bear interest value of money a current payment of 3 250 000 00 would agreed that taking into account the time United States Department of Housing and Urban satisfy the UDAG Note in full and the off the amount and has consented to the Developer paying with such
Development
concurs
payoff
UDAG Note
as
as
Exhibit A
Conference
N The
Center
Area 1999
addition to the Conference parties desire that the Developer build an P 6 feet of additional space on Parcels P 5 approximately 30 000 square Plans
and Access Area
1
Center
P 7
Preliminary
1 are currently owned by the City and the City has Special Use Area 1999 and Access Area of the to the Authority for construction and occupation agreed to grant easements over said property
currel tly owned by the Authority and leased to the City pursuant and the City have agreed to amend the to the Parking Improvements Lease but the Authority P 7 P 6 Special Use Area 1999 and Conference Center Lease to include Parcels P 5 Center Lease and the Parking Access Area 1 as part of the demised premises of the Conference P 6 and P 7 therefrom delete Parcels P S to Improvements Lease would be amended
Parcels P S
P 6
and P 7
are
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City desires to fund the construction and furnishing of the Conference Center Addition with the proceeds of the payoff of the UDAG Note and all accrued interest thereon with the Developer responsible for all costs of construction and furnishings in excess of such amount
The
The
Escrow
City and the Developer desire to deposit the proceeds of the payoff of the UDAG Note with the Agent and establish procedures for drawing such funds to fund the construction and
Center Addition
New Hotel
The
new
parties
Project would better meet the needs of Augusta Georgia if a hotel is built on the east side of the Project at the sole cost and expense
The
The
parties
by the Developer on
Parcels
P 4
and N l
Authority has agreed to convey fee simple title to the Developer to Parcel P 4 Developer conveying fee simple title to Parcel N 2 to the Authority The value is equal to the value Parcel P 4
of Parcel N 2
Authority will retain an easement over parcel Improvements and the Expanded Conference Center
Parcel N 2 for
access
The
P 4
for
access
Parking
The
Developer will
retain
an
easement over
to and
The Ground Lease will be amended to account for the conveyance of Parcel N 2 to the Authority and to allow for the construction and support of the New Hotel in the air space over Parcel N l The Parking Improvements Lease will be amended to account for the conveyance of Parcels P 4 and N 2 and to allow for the construction and support of the New Hotel in the air space over Parcel N l
City will grant an easement to the Developer over that property designated as Canopy Area on the Plat in order to allow the Developer to construct and maintain a canopy over said property The shall not impair pedestrian movement along the sidewalk underneath the canopy canopy
The
The
Authority will grant the Developer an easement over Parcel P 8 for the construction and maintenance of a covered walkway between the New Hotel and the Existing Conference Center and
for
access
Existing Conference
Center
operation of the Parking Improvements and Expanded Conference Center agreed to add an additional toll booth and renovate the driveway at the 10th Street entrance to the Parking Improvements as shown on the Parking Lot Modification Plan attached hereto as Exhibit B Such renovations will be at the City s sole cost and expense and the City has agreed to commence such renovations prior to commencement of construction of the Conference
the
City
has
Center Addition
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AGREEMENT
premises and the mutual agreements and covenants contained herein and for good and valuable consideration the receipt of which are hereby acknowledged the City the Authority the Developer and the Escrow Agent intending to be legally bound agree as follows
other
ARTICLE I
In consideration of the
DEFINITIONS Section 1 1
have the
Agreement
the
following terms
shall
following meanings
Architect shall refer to Nicholas Dickinson shall refer to The Downtown Associates P C of the
Authority
and its
successors
Development Authority
and
assigns
CanoDV Area shall refer to that land which is owned by the City
on
the Plat
y Q
shall refer to
Augusta Georgia
Georgia County
Office
Superior
Court of Richmond
Georgia
Concept Plans shall refer to the Preliminary Concept Plans for the Conference Center Addition prepared by the Architect for the Developer which plans were presented to and approved by Agreement ofthis City Administrator prior to the execution
Conference Center Addition
Parcels P 5
P 6
P 7
the
Existing
Conference Center
on
Special Agreement
to be constructed in accordance
Office at
Authority
as
Agreement covering the Existing Conference City as lessee recorded in the Clerk s
339
Page
1016
or
its
Conference Center
shall refer to that Construction Operating and Reciprocal Easement Agreement which is recorded in the Clerk s Office at Realty Reel 317 page 184 as amended by the First Amendment to Construction Operating and Reciprocal Easement Agreement dated July 16 1990 and recorded in the Clerk s Office at Realty Reer340 page 2110 1989 Core Agreement
Agreement
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Developer
and its
successors
shall refer to
and
assigns
Agent shall refer to the bank selected by the parties hereto to hold and disburse the proceeds from the payoff ofthe UDAG Loan in accordance with the tenns of this Restated CORE Agreement and the tenns of an escrow agreement to be entered into among the Escrow Agent and the parties hereto
Escrowed Funds
Escrow
principal
amount of
proceeds of the payoff of the UDAG Loan in the original 3 250 000 00 and all accrued interest thereon to be held by the Escrow Agent in
Agreement
and
an escrow
accordance with the tenns of this Restated CORE among the Escrow Agent and the parties hereto
agreement
to be entered into
on
the Plat
currently operated
as a
1
M
Existing
Hotel
located
on
Parcel
Expanded
l
Conference Center
shall refer
jointly
to the
Existing
1
1
as
Authority
as
lessee dated
N N l and N 2 between covering Parcels 16 1990 and recorded in the Clerk s Office July
339
Page
940
I
j
Hotels Hotel
shall refer
t
currently
i
Operator
as
Kitchen
portion
Existing
Existing
Conference Center
used
as a
kitchen
shall that hotel
and N l
New Hotel
mean
Developer on Parcels Q
140
rooms
to be constructed
ip
by the
or
Currently
the
Developer plans
Radisson
Country
Inn
Suites
by
Carlson
equivalent
Notice of Dispute shall mean a notice given concerning disposition of the Escrowed Funds
Parcel
to the Escrow
Agent
with
regard
to
dispute
respective parcel
as
Authority
Parking Deck shall refer to the two level parking deck located to the City pursuant to the Parking Improvements Lease Parking Improvements shall refer
to the
on
Parcel
and leased
by
the
Parking
parking
lot
improvements
located
on
Parcels P
N I
and N 2
Agreement
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Parking Improvements Lease shall refer to that Lease Agreement covering the Parking Improvements located on Parcels P N N l and N 2 dated June 1 1990 between the Authority as lessor and the City as lessee recorded in the Clerk s Office at Realty Re eI339 Page 964
driveway
10th Street
entrance to the
relating Parking
Improvements
shall refer to the
City
the
Developer
the
Authority
or
the Escrow
Agent collectively
the
Parties
Plans and Specifications
plans
and
prepared by
Developer
specification for the New Hotel and the City in accordance with this
Agreement
Plat
Clerk
plat
Cranston Robertson
s
Whitehurst P C for
dated January 19 1999 and last revised June 1 1999 prepared by Augusta Riverfront Limited Partnership and recorded in the
Office
simultaneously
Agreement
Proiect shall refer to the Hotels the Parking Improvements and the Expanded Conference Center
collectively
Riverwalk shall refer to the sidewalk and
in
Augusta Georgia
Term shall
mean
Restated CORE
Agreement remains
shall
Total Expenses
mean
all expenses and costs actually incurred by the Developer for the Expanded Conference Center determined in accordance with generally
of the
Developer depreciation
all income
actually
space in the
Expanded
including
operating
expenses debt service management fees or developer fees are paid less rebates and any applicable sales tax Total Gross Income and Revenues shall include fees from leases special fees assessments
miscellaneous income and
UDAG Loan
special
event
charges by
the
City to the Developer pursuant to that certain Development Action Grant Agreement Number B 87 AA 13 0095 issued to the City by the U S Department of Housing and Urban Development on November 30 1987 as amended
Urban
UDAG Note shall refer to that
Promissory Note
and
Guaranty Agreement
from the
Developer
to
City
died
February
2 1990
REH
Deed and Security Agreement dated UDAG Security Deed shall refer to that UDAG Security s Office at Realty Reel 327 Page 2286 February 2 1990 and recorded in the Clerk
or due to strikes acts of God governmental restrictions the action insurrection fire or casualty or other events beyond preemption of labor or material enemy reasonable control of the Party responsible for such performance
mean
delays
ARTICLE IT
Developer
days 4 parcel P for access to and described in the deed Center as more particularly
an
easement
over
from the
Parking
4 In consideration for the conveyance of Parcel P Conveyance of Parcel N 2 shall convey Parcel N 2 to the Authority The from the Authority to the Developer the Developer The and N l N N 2 for access to and from Parcels Developer will retain an easement over Parcel for said conveyances be amended to account Ground Lease and the Parking Improvements Lease shall
Within 45 days from the Area 1 Section 2 3 Special Use Area 1999 and Access easement to the Authority to a execution of this Restated CORE Agreement the City shall grant perpetual Access Area Center Addition over Special Use Area 1999 and construct and maintain the Confererice
i
Within 45 days from the execution of this Restated P 6 and P 7 Parcels P 5 amend the Conference Center Lease to include Parcels CORE Agreement the Authority and the City shall i 1 as part of the demised premises thereof P 7 P 6 P 5 Special Use Area 1999 and Access Area P 6 P 7 P 5 Special Use will occupy Parcels P l accordingly the Expanded Conference Center of the Conference Center be part of the demised premises Area 1999 and Access Area 1 which will 7 therefrom Section
4 2
Lease and ii amend the
ta
Parking Improvements
P 5
P 6
and P
t
i
days from the execution of this Restated to allow the to the Developer over the Canopy Area in order Agreement the City shall grant an easement shall provide that over said property The easement agreement Developer to construct and maintain a canopy movement along the sidewalk underneath the canopy the canopy shall not impair pedestrian
Section
5 2
CanoDv Area
Within 45
CORE
Within 45 days from the Easement over Parcel P 8 for Covered Walkway Section 2 6 shall grant the Developer an easement over execution of this Restated CORE Agreement the Authority between the New Hotel and the Parcel P 8 for the construction and maintenance of a covered walkway The the New Hotel and Existing Conference Center Existing Conference Center and for access between sidewalks and landscaping in the vicinity Plans and Specifications shall describe any alterations to existing
of the covered
walkway
Agreement 9 wpd
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Authority and the City as the owner and to Developer its respective tenants subtenants lessee of the Parking Improvements hereby grant and to the Conference Center Operator and its concessionaires licensees employees officers and invitees
Section 2 7
Easement for Access and Parking The
over upon licensees and invitees non exclusive perpetual easements employees agents concessionaires to and egress from the for a pedestrian and vehicular ingress across and through the Parking Improvements and parking of vehicles within the Parking Improvements Parking Improvements b circulation passage such ramps walkways stairways elevators and c circulation and passage of pedestrians over and through within the Parking Improvements provided and other facilities as may from time to time be included shall be required to pay such however that the permitted to use such easements by Developer
persons
parking charges rents as may from time rules and regulations regarding use of the Parking s shall be subject to the City s or its designee from shall be deemed to restrict the Conference Center Operator Improvements Nothing in this Section under this Section shall Center The easements granted restricting access to the Expanded Conference continue to exist continue so long as the Parking Improvements
or
to time be in
to the Developer Construction Easements The City and the Authority hereby grant at the Project from time to enter upon their respective properties a temporary right privilege and easement Conference Center Developer shall have the right to to time to construct the New Hotel and the Expanded and employees to use the easement granted for the aforesaid permit its contractors and subcontractors agents and common walls herein includes the right to construct columns footings purposes The easement granted of construction of the New Hotel Such construction easement shall cease and terminate upon completion location of any common footings underground and Expanded Conference Center The construction and for such be subject to approval of the final plans and specifications supports and common walls shall also grants to the Developer temporary The City improvements by the Parties sharing such improvements allow for the efficient and over its property adjoining the Project to easements during the construction period however Developer shall not be allowed to safe construction of the Conference Center Addition provided of the City Administrator and any such closing close access to Riverwalk without the prior written approval the right to close Riverwalk when the City in its sole ofacc ss shall be for a limited time The City reserves the public because of construction activity by the discretion deems it necessary to provide for the safety of is closed because of construction activities of Developer Developer During such times as the Riverwalk of said area and for any and all claims actions causes Developer shall be solely responsible for securing whatsoever including reasonable attorney s fees and action losses damages liability expenses or claims from construction activities by Developer the cost of defending against the foregoing resulting
Section 2 8
The Parties
and underground supports improvements may share common footings walls hereinafter referred to as the common hereinafter referred to as the Underground Supports and Each of the Parties the Expanded Conference Center and the Parking Deck Party Walls with the Hotels easement for the construction and maintenance of openings hereby grants to each other Party a non exclusive the locations shown by the Concept Plans in order to in the walls between their respective improvements at with one another provided that the manner connect the corridors and passageways of such improvements and construction practice for of connection shall be in accordance with generally accepted engineering the structural integrity of the other Party s improvements to improvements of such type and so as not impair be deemed to create an easement for passage through and provided that nothing herein in and of itself shall of All such easements shall cohtinue so long as any portion or passageways any such connected corridors so long as the improvements benefitted thereafter this Restated CORE Agreement shall remain effective and shall be conducted The exercise of easement rights under this Section by any Party by such easements exits
Section 2 9
Easements for
Underground Supports
Connection of Corridors
acknowledge
that their
Agreement 9 wpd
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in such
a manner as
Each of such
improvements it will leave in place any foundations footings portions thereof destroyed if immediately before such removal or destruction such foundations footings or walls or portions thereof were shared jointly between such Party and the other Party Should in the reasonable opinion of either Party the Party Wall or any portion thereof of the openings therein providing access between the Parties respective improvements require repair or rebuilding the other Party sharing such Party Wall shall cooperate in such repair or rebuilding and shall cause such repair or rebuilding to beaccomplished at a time convenient to both with the cost of such repair
walls
or
removed
rebuilding to be borne in equal shares provided that the cost of any by the neglect or willful act of either Party shall be borne by that Party
or
such
as
repair that may be occasioned phase repair and rebuilding painting and cleaning
The
an
The City and the Authority hereby grant to the Developer and easement in that certain portion of the Existing Conference Center which right privilege is currently used as the Kitchen for the purpose of operating within such easement area a kitchen which shall
exclusive
serve both the Existing Hotel and the Expanded Conference Center Notwithstanding any provision of this Agreement to the contrary Developer shall be solely responsible for the cost of maintaining insuring repairing and replacing the Kitchen and any and all personal property from time to time located therein The easement referred to above shall continue as long as the Kitchen is used for the operation of a kitchen serving the Existing Hotel Similarly for such time as the Developer shall fail to provide food service to the Expanded Conference Center as provided herein the Developer hereby grants to City an exclusive right privilege and easement in that certain portion of the Existing Hotel which is a portion of the Kitchen said easement being for the purpose of operating within such easement area the Kitchen which shall serve both the Existing Hotel and the Expanded Conference Center The easement granted herein shall continue as long as Developer shall fail to provide food service to the Expanded Conference Center pursuant to the terms hereof and the use ofthe Kitchen is deemed necessary by the City to serve the Expanded Conference Center
Expanded Conference Center Improvements City applicable Authority hereby grants to a easement onto and across the property of the City and if applicable the Authority Developer perpetual for the purpose of constructing and maintaining sidewalks stairways and pedestrian bridges connecting the Project with the sidewalks and other improvements associated with the Riverwalk sidewalk and adjacent
Imorovements to City The and if the
Section 2 11
Easements
for
Attachment
of Hotels
and
improvements along
Section 2 12
respective property it is recognized that this result may not be achieved due to the integrated nature of the Project Accordingly ifthe Hotels Parking Improvements or Expanded Conference Center improvements following construction encroach on a portion of the property of another Party the Party across whose property such improvements encroach hereby grants to the Party whose improyements so encroach an easement for so long as such improvements or any replacement thereof constructed during the term of this Restated CORE Agreement stand permitting the construction and maintenance of such improvements on such portion of such property
Section 2 I 3 Certain Reserved Rights
common or
improvements
public
areas
Developer hereby reserves the right to eject from its thereof any persons not invited or otherwise permitted
Agreement tI9
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respective improvements at any time and from time to time for security purposes Further the Conference Center Operator shall have the right to close off or limit access to and from the Expanded Conference Center at any time and from time to time for security purposes provided that the Conference Center Operator shall not be permitted to impede pedestrian access between the Parking improvements or the Riverwalk improvements on the one hand and the Hotels on the other hand through the walkways stairways and corridors for the Expanded Conference Center except in connection with such temporary closings as may be necessary for the cleaning repair and maintenance of such access and improvements
Section 2 14
New Hotel has been
completed Developer the Authority and the City shall each have the right to make expansion or additions to their respective improvements provided however that during the Term hereof neither the City nor the Authority shall make any such alterations modifications expansion or addition which i materially changes or alters the architectural elevations or design or the exterior building materials of the same or ii impairs access between and among the said improvements Neither the City nor the Authority shall expand or materially alter or modify the Project improvements at any time during the Term without the prior written approval of the plans for such expansion alteration or modification by Developer which approval shall not be unreasonably withheld
alterations modifications
Agreement provided in this Article shall be perpetual and shall not terminate upon the expiration or earlier termination of this Restated CORE Agreement
the easements
Section 2 15
Term
Unless
specifically
otherwise
provided
Notwithstanding that this Restated CORE Agreement supersedes and replaces the 1989 Core Agreement this Restated CORE Agreement shall not terminate any easement created by the 1989 Core Agreement that is necessary for the support maintenance or operation of any portion of the Project or the Developer s office building adjacent to the Project and known as One Tenth Street under the system of street numbering currently in effect in Augusta Georgia
ARTICLE ill CONSTRUCTION OF THE CONFERENCE CENTER ADDITION
Section 2 16
Savings Clause
Section 3 1
days
Restated CORE
Agreement
the
Developer
Agent
City
the
Upon receipt of such payment the City shall mark the UDAG Note satisfied and return the original thereof to the Developer shall execute and deliver to Developer a satisfaction and cancellation of the UDAG Security
Deed in recordable form
financing
and shall execute and deliver all other documents necessary to release any filings relating to the UDAG loan The Escrow
Section 3 2 Funds in
an
Agent
Escrowed Funds and all interest thereon to fund the bearing construction costs of the Conference Center Addition in accordance with the terms of this Restated CORE
interest
Agreement
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Section
improvements aesthetically Concept Plans ii include approximately 30 000 square feet of additional space iii have a budgeted and actual cost of at least 3 250 000 00 and iv be built to the same standards of quality and workmanship as the Conference Center Prior to 30 days before commencement of construction of the Conference Center Addition the Developer shall submit the Plans and Specifications therefor to the City Administrator Unless the City Administrator objects to the Plans and Specifications in writing within 20 days of his receipt thereof the Plans and Specifications shall be deemed approved Approval of the Plans and Specifications shall not be unreasonably withheld
consistent with the and built in substantial accordance with the
Developer has engaged the design supervise its construction The Developer and the Architect will provide all construction services needed in connection with the Conference Center Addition including administration supervision and coordination ofthe bidding award execution and performance of a general construction contract and subcontracts The Developer shall cause the construction of the Conference Center Addition in substantial accordance with the Plans and Specifications
services of the Architect to the Conference Center Addition and Section 3 5 Funding of Construction Costs Construction of the Conference Center Addition and relocation of the ramp to the Parking Deck shall be at the City s sole cost and expense only so long as such cost does not exceed the amount of the Escrowed Funds and all interest thereon In the event that the costs of construction of the Conference Center Addition should exceed the amount of the Escrowed Funds and all interest thereon the Developer shall pay any all such additional costs as and when the same shall become due and payable The term costs of construction or construction costs as used in this Article
Section
4 3
The
specifically but not exclusively all sums paid by the Developer to any contractor subcontractor third party laborer or supplier performing any work or supplying any furniture fixtures furnishings tables podiums risers or materials for the Conference Center Addition and relocation of the
ramp to the
shall include
Parking
and
Deck
excluding the
engineering
or
surveying
escrow
this
premiums for insurance coverage required to be maintained on the Expanded Conference Center prior to completion of construction and any other costs and expenses in connection with the construction and furnishing of the Conference Center Addition Payment of any portion of such construction costs shall not entitle the Developer to any ownership interest in Conference Center Addition
Section 3 6 construction Construction Draws The
in
an
amount
Developer may not more than twice a month during the equal to the actual cost of labor materials and furnishings
incorporated
disburse the
fiv
Escrow Agent shall requested amounts from the balance of the Escrowed Funds and accrued interest thereon within business days of its receipt of the following
a
into the Conference Center Addition and all other costs of construction
Written certification from the Architect that the work for which payment is completed in substantial accordance with the Plans and Specifications and Waivers of lien from all contractors furnished labor and material for the subcontractors and material
requested
was
suppliers
notice to
who have
owner as
Project
or
contemplated by
The
the
applicable
lien statutes
Developer
shall deliver
copies
of the
foregoing simultaneously
to the
City
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ifjiillJ 2iL2
u i
shall The Developer
i
j
Section 3 7
Penormance of
penormed
its coostruction
manner
in accordance
using
with the Plans and Specification all with and in accordance first class materials h in the event any agrees that
Cnnstruction
pennrm
or cause to
be
mechanic s lien or of the against all or any portion cause Liens The Developer Section 3 8 Restated CORE Agreement off or otherwise term of this the same or bond and their filed during the shall be shall pay and discharge parties hereto lien other Addition the Developer indemnify and save harm less the whatsoever including Conference Center or claims of record and shall assertion of liability expenses to be discharged such lien damages resulting from the from all losses the foregoing successor and assigns of defending against
other statutory
1
lf
i1
k
r1
reasonable attorney
liens any such
Section 3 9
Insurance
on a non
shall during the period endorsement The Developer extended coverage value basis with not more than of completed
a
of any
construction maintain
loss
deductible provis pn
Section 3 10
O Street
at the 10
in substantial The to the Parking Improvementssole cost and expense S Street entrai1ce will be at the City Center of the Conference Plan Such renovations
accordance
relocation or modification
Street Toll Booth 9 Street entrance toll booth at the of the existing IV
associated with the shall hear all costs The Developer to the Parking Improvements
ARTICLE OPERATION
ANn
MAmTENANCE
OF CONF ERENCE
CENTER
Hotel
or
Section 4
fl
1
B
5 Y d
as It is directly or through Center Operator New Hotel is operated the Conference by the Developer and managed to herein as Hotel Operator shall be operated shall be referred that acts as the same entity Conference Center of reasonable may be the the Expanded of Center Operator the establishment and control in the Conference fees and charges discretion contemplated that of reasonable shall have sole the Center Operator Center the establishment ancillary services The Conference conference and beverages and all the Expanded for and for food of funds and rules and regulations Center facilities and disbursement Conference for leasing accounting for the receipt for use of the Expanded The fees charged ofall shall Conference Center employment and supervision operation ofthe Expanded services at the Expanded Conference Center of a to the relating other activities conference centers other faci I ities and Center meeting rooms and providing charged by other comparable
a a
Existing as either the Developer So long Conference Center of the Term the Expanded Such operator
management company
personnel
ballroom
be
reasonable and
in
those being or the Conference conformity with of the Developer ined in the discretion
as
may be determ
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12
Restated CORE Agreement A Amended and
119
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Operator
Center
as a
use of the Expanded Conference Center or operation of the Hotels and shall not use conduct permit any of anything contained herein to which is disreputable or inconsistent with a first class facility Regardless Conference Center available for use the contrary the Conference Center Operator shall make the Expanded
Operator shall operate the Expanded Conference and enhances the first class meeting conference and convention center which complements
by the City and or any individual or any group harmless and releases the City and the Authority and their origin The Developer hereby indemnifies holds from and against any and all claims for damage to persons or property agents employees and contractors Conference Center arising from the Developer s operation of the Expanded
Kitchen The Developer and the City have agreed that as a part of its management Section 4 2 for both the Existing ot the Expanded Conference Center the Hotel Operator shall provide all food services shall provide food services of Hotel and the Expanded Conference Center So long as the Hotel Operator Center the Developer shall have reasonable quality and at reasonable prices to the Expanded Conference have agreed however that in exclusive rights to the utilization of the Kitchen The City and the Developer of reasonable quality and price so the event that the Hotel Operator shall fail to provide said food services Center for a period of seven 7 days that same are unavailable for the operation of the Expanded Conference shall have a non exclusive license to utilize and operate or more then in such event the City or its designee until written notice is the Kitchen to serve the Expanded Conference Center Said license shall continue certain on which the provision of food services to the given by the Developer to the City stating a date will be resumed and the provision of the same its Expanded Conference Center by the Developer or designee have the right to utilize the Kitchen as is in fact resumed on said date During such time as the City shall maintain shall make said kitchen available to the City at all times and shall pro ided above the Developer condition In furtherance of the the same and all appliances and fixtures contained therein in good working easement rights described in Article II above City and Developer have granted those reciprocal
race
creed color
or
national
agreement
hereof
j
0
1
May 1 of every year during the term of this of the of i five percent 5 Restated Core Agreement the Developer shall remit to the City the greater the preceding Center during Total Gross Income and Revenues from the rental of the Expanded Conference Total Expenses ofthe Expanded Conference Center during the of the calendar year or ii five percent 5 submit a statement audited calendar year Simultaneously with said payment the Developer shall pIeceding Gross Income and Revenues forth the Total by the Developer s certified public accountant to the City setting All other from the Expanded Conference Center for the preceding calendar year and Total Expenses be devoted to the expenses Conference Center shall revenues from the rental and operation of the Expanded
Section
3 4
to
of the
operation
Section
of the
4
services of Developer
During the Term Maintenance and Repair of Expanded Conference Center for maintaining the Expanded Conference Center Developer shall at its sole cost and expense be structural supports exterior in good condition and repair including without limitation the foundations fixtures sprinkler systems pipes wires and walls interior walls and floors ceilings and permanent lighting lines elevators the conduits within the walls floors and above ceilings roof gutters down spouts utility other major systems and fixtures installed within the heating ventilating and air conditioning system and maintenance in connection with or Expanded Conference Center and for all appropriate day to day periodic Conference Center and all such items Developer shall also at its sole cost and expense keep the Expanded and repair Without limitation of the foregoing furniture fixtures and equipment in good operating condition floor and window shall maintain the interior ofthe Expanded Conference Center including wall
responsible
Developer
Agreement
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covering
refurbish
or
and shall
or
replace
replace
or repair any broken glass in doors or windows replace interior light bulbs and from time to time as required all furniture furnishings and equipment as are requisite
including without limitations china glassware and silverware tables and chairs linen unifonns podiums and staging platfonns artwork and decorative accessories In addition Developer shall be responsible for all appropriate day to day or periodic maintenance of the systems and equipment installed within the Expanded Conference Center
Section 4 5
Insurance
The
City
maintain i
general public
liability insurance covering the Expanded Conference Center and the Parking Improvements and ii fire and
extended coverage insurance covering the Expanded Conference Center and the Parking Improvements against risks of damage or loss by fire and other risks now or hereafter embraced by extended coverage
not less than the full replacement cost of the equipment owned by the City exclusive of the Expanded cost of excavations foundations and footings Such insurance may contain a loss deductible provision of 100 000 00 which loss deductible amount may be adjusted upward annually by the not more than
so
called in
an
amount
subject
to
commercial
availability
percentage increase in the Consumer Pricelndex for all urban consumers CPI U
for the
100
provide policies Developer shall be responsible for one half of the cost for thefire and extended coverage insurance covering the Expanded Conferel1ce Center with the City responsible for procuring such insurance and invoicing the Developer for its share of the cost therefor The Developer or the Conference Center Operator shall maintain appropriate workers compensation insurance relating to the operation ofthe preceding
After June 1 2003 the
Expanded
Section 4 6
City
and the
Developer
do not
anticipate
valorem property taxes will be levied against the Expanded Conference Center or the
In the event and to the extent any such taxes
are
levied however
on
City agrees to
claim
against Developer
account of
same
ARTICLE V
Section 5 1
expense
on
Parcels
as
containing approximately
140 guest
swimming pool meeting containing appropriate landscaping driveways and walkways and o h r facilities appropriate for a first class hotel together with all furnishings fixtures and equipment necessary for the operation of such improvements as a first class hotel Such improvements shall be constructed in confonnity with the Concept Plans and be built to the same standards of quality and workmanshipa s the Existing Hotel
no more
Section 5 2
Hotel
Operator shall operate the Hotels as a first class During the Tenn hereof no
operation
or use
reputation Developer shall at all times comply and regulations in the operation of hotels
p nnitted within the Hotels which is inconsistent with or of the Hotels as first class hotels or the Expanded Conference Center as a first
with all
applicable governmental
laws
14
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ARTICLE VI
Authority has leased the Parking Improvements located on Parcels Developer in accordance with the Ground Lease and has subleased the same to the City pursuant to the Parking Improvements Lease e City hereby agrees that during the Term of the Lease it shall operate or cause to be operated the Parking Improvements as a parking Parking Improvements facility in accordance with the terms of this Restated CORE Agreement and such uniform non dIscriminatory rules and regulations as may beadopted from time to time No barricades curbs gates or other obstacles shall be erected which block or prohibit the free flow of traffic through the entrances exits ramps and driveways within the Parking Improvements provided however that nothing herein shall prohibit i the erection of such curbs and other control or safety improvements devices which may be necessary to control and direct pedestrian and vehicular traffic within the Parking Improvements ii such temporary closing of the Parking Improvements as may be necessary for the cleaning repair and maintenance of the same as required from time to time or iii the erection of such toll booths and or entrance and exit gates are to limit access to the Parking Improvements to authorized permittees and to collect rents due for the required use of the Parking Improvements
N
N l
Section 6 1
General The
City shall have the exclusive right to set or cause to be set the parking provided that the City shall consult with to establishing or changing such rates The rent schedule shall be set in Developer prior good faith with a view toward charging rents consistent with market demand and rates charged by parking facilities serving comparable improvements The renfschedule shall be applied in a uniform and non discriminatory manner except that nothing herein shall prohibit the charging of a premium for reserved parking spaces The parking rate for guests of the Hotels and employees ofthe Developer and the Conference Center Operator shall be 2 50 per day 24 hours period comm ncing at 12 01 a m per car until 1 2002 After July 1 2002 the July parking rate for guests of the Hotels and employees of the Developer and the Conference Center Operator shall be 90 of the rate charged by the City or the Authority as tpe case may be to the general public
Section 6 2
Rent for Spaces The
Section 6 3 Allocation of Spaces The Parties acknowledge that as a public facility the Parking Improvements must be available for use by members of the general public and thatno more than ten percent the parking spaces may be reserved for exclusive use of Developer The City agrees that Developer 10
may at any time upon agreement
as
to the rents to be
as
total
parking
spaces in the
Parking Improvements
of the paid therefor designate up to ten percent 10 reserved for the exclusive use ofDeveIoper and or its
designees
as
Such spaces shall be located within the Parking Deck and the surface parking area as conveniently
possible for the Developer or its designee Use of such designated parking areas by Hotel guests shall be subject to all rules and regulations applicable to the Parking Improvements as may be in effect from time to time including the payment of applicable parking charges or rents The City shall not grant any other exclusive or priority rights
4 6 Special Parking Needs It is recognized by the City that Developer may from time additional parking spaces on a short term basis in connection with special events or functions require to be held at the Hotel or the Expanded Conference Center When such needs are identified Developer or the Conference Center Operator shall notify the operator of the parking facilities as far in advance as Section
to time
possible and such operator will use its best efforts to accommodate such requirements consistent with its duty to serve the general public and provided that nothing herein shall require or authorize such operator to
Agreement
l19
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displace or remove from the parking area rent paying customers or others entitled to use the Parking Improvements The parties acknowledge that certain of the spaces will be leased on a long term basis e g monthly to Developer andor the Hotel Operator and to tenants of the Developer s office building adjacent to the Project the City agrees that the lease rates therefor shall be in accordance with he provisions of this
Section
The City shall maintain the Parking Maintenance of Parking Improvements Section 6 5 Improvements in good clean and sightly condition and repair in such manner as will maintain the appearance of the parking area in substantially the same condition as when it is initially completed normal Without the limitation of the foregoing the City shall promptly repair all holes and wear and tear excepted cracks in concrete or paved surfaces remove all papers debris and refuse wash or thoroughly sweep all
paved areas as required remove snow ice surface water and other obstructions and clean and maintain lighting fixtures and re Iamp as necessary The City shall also resurface and re stripe the parking areas and refurbish directional signs curbs and other components of the Parking Improvements from time to time as required
Section 6 6
the
Parking Improvements
Security Except for temporary closing as permitted be kept open and lighted at all times
ARTICLE VII
in herein
Compliance with Laws Each Party responsible for operating any improvements referred to herein shall operate its respective improvements in compliance with all applicable governmental requirements laws statutes regulations and or ordinances and the party responsible for operating the same shall keep in full force and effect at all times all governmental permits and licenses required for the use and operation of such improvements
Section
1 7
Section 7 2
HV AC Operations
Insofar
as
internally
systems in
connected
and
a manner
through
common
certain of the Improvements of the Parties shall be Developer in operating the air
conditioning
of any other
heating system
Expanded
or
unduly
air
Party
3 7
Advertising and Promotion During all periods in which the Expanded Conference operated by Developer pursuant to this Restated CORE Agreement Developer shall be entitled to refer to and promote the Hotels and Expanded Conference Center as a unified operation known under such name as from time to time Developer shall select for the Project The City and its affiliates including the Chamber of Commerce and the Augusta Richmond County Convention and Visitors Bureau shall likewise be entitled to refer to theHotels and Expanded Gonference Center by such name and to promote the same as a unified operation subject to Developer s right to review and approve promotional literature and advertising of the City and its affiliates with respect to the Hotels and Expanded Conference Center
Section
Center is
Agreement 9 wpd
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ARTICLE VITI
DAMAGE AND DESTRUCTION
Section 8 1
are
Damage
as a
or
being operated
destruction of all
or
Expanded
Conference Center during the Term of this Restated CORE Agreement at the request of Developer the City or the Authority as applicable shall be obligated to promptly utilize all available insurance proceeds to
repair such damaged or destroyed improvements to the same condition and usefulness general appearance as existed immediately prior to such damage or destruction provided that in the event any damage or destruction to the Expanded Conference Center has resulted from any event which also caused damage or destruction to all or a substantial part of the Hotels the City s or the Authority s obligation to rebuild pursuant hereto shall be contingent upon the decision of the Developer to rebuild replace and repair the Hotels If Developer requests the City or the Authority to make said insurance proceeds available and the available insurance proceeds are insufficient to fully restore the Expanded Conference Center the cost of such restoration in excess of available insurance proceeds shall be paid by the Developer Such reconstruction shall be completed as expeditiously as reasonably possible and shall be performed in compliance with the requirements set forth with respect to the initial construction of such improvements replace
and to the
same
rebuild
and
Improvements In the event of damage or Parking Improvements during the Term of this Restated CORE the City or the Authority as applicable shall be obligated to promptly utilize all available Agreement insurance proceeds to rebuild replace and repair such damaged or destroyed improvements to the same condition and usefulness and to the same general appearance as existed immediately prior to such damage or destruction provided however that the extent of the City s or the Authority s obligation to rebuild hereto shall be contingent upon the continued operation of the Expanded Conference Center or the pursuant Hotels it being agreed that the City or the Authority shall not be required to repair and restore the Parking Improvement except to the extent that parking facilities are required in connection with the use and operation of the remaining Project Improvements Any reconstruction or repair of the Parking Improvements shall be completed as expeditiously as reasonably possible and shall be performed in compliance with the requirements herein set forth with respect to the initial construction of such Improvements Damage
or
Section 8 2
Destruction of Parking
destruction of all
or
Section
3 8
To the extent
or
Party
is not
expressly
damaged by casualty and does or destroyed improvements such Party shall promptly raze the damaged portions destroyed
thereof which
are not restored or rehabilitated bring any Party Wall to the standard of an exterior wall clear away all debris and take all other action including landscaping required by good constructions practice so that the area which had been occupied by the razed building or portions thereof will be compatible with the
remainder ofthe
Project provided however this provision shall not prevent such Party from subsequently building on the tract so landscaped provided that the plans and specifications for any new improvements to be constructed on such tract and the use thereof shall be subject to the prior written approval of the other
Parties thereto
expressly required pursuant provisions hereof to restore all or a portion of the Hotels which are damaged or destroyed by a casualty occurring during the Term of this Restated CORE Agreement and does not elect to
as
Section
4 8
Discontinuance of Use
Hotels
Developer
is not
to
the
Agreemenlll9 wpd
17
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discontinues operation of damaged or destroyed improvements and in connection therewith Hotels for the remaining the Hotels Developer shall be released from its obligation hereunder to operate the shall thereafter be entitled to terminate the provisions of balance ofthe Term hereof provided that the City Center by delivering this Restated CORE Agreement relating to the operation of the Expanded Conference with full responsibility written notice of such election to Developer whereupon the City shall become vested maintenance and repair ofthe Expanded Conference Center and the discharge for the operation management of this Restated of all obligations previously allocated to Developer with respect thereto under any provisions
restore such
CORE
Agreement
ARTICLE IX
MISCELLANEOUS
Agreement and the rights and obligations the date hereof until of the parties hereunder shall continue and shall remain binding upon the parties from for a continuous the earlier of i the date on which the Hotels shall have ceased to be operated as hotels the date of the execution of this Restated CORE Agreement period of one 1 year or ii fifty 50 years from and Thereafter this Restated CORE Agreement shall automatically be continued to the extent the Term each for so long as for the maximum time permitted by Georgia law for successive periods of one 1 year in writing to termil ate the Hotels shall continue to be operated as hotels unless any party hereto shall elect this Restated CORE Agreement
Section 9 1
Term
binding
Successors and Assigns All Section 9 2 inure to the benefit of the respective upon and
terms
Agreement shall be
successors
and
assigns
of the Parties
Transfer ofPropertv If during the Term any Project property is sold or otherwise shall be bound transferred such transfer shall be subject to this Restated CORE Agreement and the transferee If any were originally a party hereto by its transferor s obligations hereunder as fully as if such transferee such Party shall not be released from any Party shall transfer or convey its entire property at the Project in respect of any period after the date of such further liability arising under this Restated CORE Agreement Parties which consent shall not be Jransfer or conveyance without the written consent of the other Section
3 9
unreasonably withheld
to the 4 Section 9 Financing Limitations of Mortgagee Liability Notwithstanding anything finance its property subject to this contrary contained in this Restated CORE Agreement any Party may either absolutely or Restated CORE Agreement and in conjunction therewith may convey and or assign such mortgagee or to conditionally all of its rights and interests under this Restated CORE Agreement any
hereunder shall be Agreement and the rights interests and easements created of any portion of the Project Any such mortgagee or lessor prior and superior to any such mortgage or lease hereunder only shall be liable for the performance ofthe mortgagor s or lessee s covenants and obligations to possession if and for so long as such mortgagee or lessor comes into and holds possession or has a right
lessor This Restated CORE of such
subject
Restated CORE Agreement Except as specifically provided in this Restated to any provision CORE Agreement no mortgagee s all have any personal or corporate liability with regard s ownership or possession of any of this Restated CORE Agreement during the period of such mortgagee
to the terms of this
Mortgagor
s or
lessee
or
18
REH
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
Any notice request demand approval or consent given or required to be Agreement shall be in writing and shall be deemed to have been given or made or communicated when delivered by hand when received as evidenced by the official return receipt of the U S Postal Service if mailed by certified or registered United States mail postage pre paid return receipt requested or when delivered if sent by Federal Express or other recognized overnight courier delivery
Section 9 5
Notices
given
service addressed
as
follows
In
case
of the
City
to
With
copy to
Richmond
Revell
With a copy to Hull Towill Norman Barrett Post Office Box 1564
Attn
Salley
P C
In the
of the
of
Stebbins
4 Fifth Street
Augusta Georgia
30901
change its address for the above purposes by giving notices to the other provided such designation being effective from and after the day of receipt of notice thereof by the other Parties
Any Party may
manner
at
Parties in the
herein
Section 9 6
Notice to Mortgagees
Each
Party giving
CORE
Agreement shall
send
by registered or certified
notice to any holder of a mortgage on the property or such holder shall have sent the Party giving the notice of default
United States mail postage pre paid a copy of such improvements of the Party so notified provided that
a notice informing it ofthe existence of such and the name of the person or officer and the address to which copies of such notices of default mortgage are to be sent and such holder shall be permitted to cure any such default no later than thirty 30 days after
copy of the notice of default shall have been sent to such holder provided that in the case of a default which cannot with diligence be remedied within such period of thirty 30 days such holder shall have such additional period as may be necessary to remedy such default with diligence and
a
continuity
Agreement
wpd
19
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Subrogation Each Party hereby agrees not to assign to any insurance company any right or cause of action for damage to the Project any property located therein or for damage to persons or property of others which any Party now has or may subsequently acquire against another Party during the term of this Agreement and expressly waives all rights of recovery for such damage This section shall only apply i where such insurance as described herein allows the insured to enter into an agreement waiving recovery rights and ii to the extent insurance proceeds are recovered
Amendments and Modifications This Restated CORE Agreement may be amended only by written instrument signed by each of the Parties hereto affected by such amendment or modification Any such amendment or modification shall be made and executed in recordable form A copy of each such modification or amendment shall be provided to each Party hereto even if a Party is not a signatory to such modification or amendment Section 9 8 modified
IN WITNESS WHEREOF the
Section 9 7
Waiver of
or
parties
to
Signed
Au
presence of
t3
By
kJ
h
o
t
0
0
ai
j
r
7
o
Notarial Seal
c
Seal
f
r
oJ
Agreement
wpd
20
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Signed
The Downtown
of the
presertce pf
City
of
By
tJIj
Its Chairman
1
E
Notary
Public
t r
Its
Secretary
Seal
73
Notarial Seal
P
P
MyFiles
162
Agreement
wpd
2l
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JUL 07
1999
09 21
P 03 04
CONSENT
First Union National Bank successor to First Union National Bank of Georgia as i grantee under that Deed to Secure Debt and Assigmnent of Rent from the Authority dated July 16 1990 md recorded in the elertc from the
and
s Office at Realty Reel 339 Page 957 ii assignee under IbaI CoodiUoaal Assignment of Lease Authority dated July 16 1990 and recorded in the Clerk s Office aI Realty Ree1339 Page 1056 iii secured party UDder that Security Agreement from the Authority dated July 16 1990 hereby
consents to
day of 1une
1999
in the
ceSS f
1Jtonal un
By
Unofficial
Imess
AJiLS
Seal
V 4 A
Vc
f
Norary P Ubl Ie
CJ
No co
io
lg
I
4
S
f
Ct
rts
JI f
e
13 P
J
1
J
t1
Cln 0
oJ
t
CO
22
UJ4
CONSENT
First Union National Bank successor to First Union National Bank of Georgia as i grantee under Deed to Secure Debt and Assignment of Rent from the Authority dated July 16 1990 and recorded in that the Clerk s Office at Realty Reel 339 Page 957 ii assignee under that Conditional Assignment of Lease
from the and iii
Authority
dated
July
16 1990 and recorded in the Clerk Security Agreement from the Restated CORE
Office
at
Authority Agreement
dated
day of June
1999
Signed
successor
to
presence of
By
Unofficial Witness
As its
Seal
Notary Public
Notarial
Seal
Agreement
wpd
22
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JUL 07 1999
09 21
P 04 04
CONSENT
SOlsurTht1 t
Bank
A N
A N
as
Deed Sccurity Agreement and Assignment of Rent ftom the Developer dated September 26 1996 and recorded in the elcrit s Office at ty Reel 535 Page 1757 hereby ccmsents to the traDsactions described releases Pan N 2 from the lien created by the above el ally in this Restated CORE Agreement and spe ific reference insb umenL SouthTrust Bank N A acknowledges that its lien created by the above referenced instrument shall not be expanded to cover any property not already encumbered by the above referenced instrument
Executed under seal this
day of June
1999
in the
SouthTrust Bank
A N
t5
c a
Y Nolill PI blie
BY
a
l
Unofficial Witness
iJJtOf20415
Notary
Publ
Seal
Richmond County
NlJtarial Seal
i 1
i
alIlIi
23
UK
TOTAL P 04
CONSENT
Georgia N A as grantee under that Security Assignment of Rent from the Developer dated September 26 1996 and recorded in the Clerk s Office at Realty Reel 535 Page 1757 hereby consents to the transactions described in this Restated CORE Agreement and specifically releases Parcel N 2 from the lien created by the above reference instrument SouthTrust Bank N A acknowledges that its lien created by the above referenced instrument shall not be expanded to cover any property not already encumbered by the above referenced
Deed
SouthTrust Bank N A
k f a SouthTrust Bank of
Security Agreement
and
instrument
Executed under seal this
day
of June 1999
Signed
SouthTrust Bank N A
presence of
By
As its
Unofficial Witness
Seal
Notary
Public
Notarial Seal
A Amended and
wpd
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11
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SffRjTAA tIW A
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Administrator Room 30 I
Municipal Building
Augusta GA 30911
Oear Mr Oliver
Subject UDAG
No B 87 AA IJ 0095
of
UDAG funds is
developer
of Riverfront Augusta
existing cOllVcntion
convention center
I
center
plans
an
the
the
To conclude
HUD
concurs
to a
ep
3 15 million
as
repayment of
Riverfront
Augusta developer
W
remoUn eager to wock in
If you have any questions please al1 202 708 2290 partnership with you to further economi revitalization
vJJ
Nelson
11
Empowcnnent Service
Exhibit
Exhibit
n
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RICK L WAI
I t
ASPHALT
L
0
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POLE
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