Augusta Richmond

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

AMENDED AND RESTATED CONSTRUCTION OPERATING AND

RECIPRQCAL

EASEMENT AGREEMENT this Restated CORE Agreement

among Augusta Georgia formerly city Limited Partnership a Georgia limited partnership the the Council of Augusta

is made this r2jday ofJune

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

hotel conference center

the Savannah River in

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

simple title to that property

P 2

shown

as

Parcels

N l

N 2 and

rights parcels Special

Use

and P 3

on

the Plat 1 the Plat

The

City

owns

Area 1999

and Access Area

on

Current Leases and

G

Operations

The

Plat and leases it to 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

A Amended and R CORE slated

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The

Developer Agreement
The The

for the manages the Conference

City pursuant

to

Article 10 of the 1989 Core

I J

Developer Authority

leases Parcels N the

N l

and N 2 to the Authority

pursuant to the Ground Lease

N 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

Existing Hotel which Developer by the City

is owned
in the

by the Developer was financed original face principal amount of

in part

7 562 454 00

by the UDAG Loan to as evidenced by

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

evidenced by the letter attached hereto

as

Exhibit A

Conference
N The

Center

Expansion Georgia if the

parties have determined that the Project Conference Center is expanded

The

would better meet the needs of Augusta

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

containing Special Use

in accordance with the

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

Conference Center Addition

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

A Amended and Restated CORE

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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

furnishing of the Conference

The
new

parties

have determined that the

room

appro imately 140 of the Developer U

V

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

desire that the New Hotel be built

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

in return for the

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

to and from the

Parking

The

Developer will

retain

an

easement over

to and

from Parcels N and N l

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

between the New Hotel and

Existing Conference

Center

1 fh Street Parking Lot Entrance Renovation

AA

In order to enhance the

operation of the Parking Improvements and Expanded Conference Center 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

A lAmcnded and Rt CORE stated

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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

Definitions As used in this Restated CORE

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

City of Augusta Georgia

and

assigns

CanoDV Area shall refer to that land which is owned by the City
on

designated as the Canopy Area

the Plat

y Q

shall refer to

Augusta Georgia

City Administrator shall refer to the City Administrator for Augusta

Clerk
s

Georgia County

Office

shall refer to the Office of the Clerk of

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

and New Hotel

the

shall refer to that addition to the

and Access Area
1

Existing

Conference Center

on

with this Restated CORE

Special Agreement

Use Area 1999

to be constructed in accordance

Conference Center Lease

Center dated

shall refer to that Lease

Office at

July Realty Reel

16 1990 between the

Authority

as

lessor and the

Agreement covering the Existing Conference City as lessee recorded in the Clerk s

339

Page

1016

Conference Center Ooerator shall

refe r to the Developer

or

its

designee to manage the Expanded

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

A lAmended and ReslAted CORE

Agreement

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Developer
and its
successors

shall refer to

Augusta Riverfront Limited Partnership

Georgia limited partnership

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

shall refer to the

accordance with the tenns of this Restated CORE among the Escrow Agent and the parties hereto

agreement

to be entered into

Existing Conference Center shall refer to the improvements constructed on Parcel P l

and
5

on

the Plat

currently operated

as a

convention and conference center

1
M

Existing

Hotel

shall refer to that Radisson hotel owned

by the Developer and

located

on

Parcel

Expanded
l

Conference Center

shall refer

jointly

to the

Existing

Conference Center and the

Conference Center Addition

Ground Lease the
at

1
1

shall refer to that Ground Lease

Developer Realty Reel

as

lessor and the

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

collectively to the Existing Hotel

and the New Hotel

t
currently
i

Operator

shall refer to the

Developer or its designee

of the

as

operator of the Hotels

Kitchen

shall refer to that

portion

Existing

Hotel and the

Existing

Conference Center

used

as a

kitchen
shall that hotel
and N l

New Hotel

mean

Developer on Parcels Q

containing approximately Hotel

to be
a

140

rooms

to be constructed

ip

by the
or

in accordance with the terms of this Restated CORE Agreement

Currently

the

Developer plans

for the New

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

shall refer to the

respective parcel

as

set forth on the Plat

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

Deck and the surface

parking

lot

improvements

located

on

Parcels P

N I

and N 2

A lAmendcd and Restated CORE

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

Parking Lot Modification Plan

to the addition of
a

shall refer to the

preliminary plans attached as Exhibit

at the

toll booth and renovation of the

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

shall refer to the final the

plans

and

Conference Center Addition

Restated CORE

prepared by

Developer

and submitted to the

specification for the New Hotel and the City in accordance with this

Agreement

Plat
Clerk

shall refer to that

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

with this Restated CORE

Agreement

Proiect shall refer to the Hotels the Parking Improvements and the Expanded Conference Center

collectively
Riverwalk shall refer to the sidewalk and
in

adjacent improvements along the Savannah River levee

Augusta Georgia
Term shall
mean

the period oftime described herein

in force and effect

plus any extension thereof during which this

Restated CORE

Agreement remains
shall

Total Expenses

mean

operation accepted accounting principles

amortizat ion and other
non

and maintenance of the

all expenses and costs actually incurred by the Developer for the Expanded Conference Center determined in accordance with generally

cash items and

excluding however debt service capital expenditures

shall
mean

of the

Developer depreciation

Total Gross Income and Revenues

all income

actually

received for the rental of the

space in the

Expanded

Conference Center before any expenses

including

but not limited to

operating

expenses debt service management fees or developer fees are paid less rebates and any applicable sales tax Total Gross Income and Revenues shall include fees from leases special fees assessments
miscellaneous income and
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

shall refer to that loan made

Promissory Note

and

Guaranty Agreement

from the

Developer

to

the order of the

City

died

February

2 1990

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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

Unavoidable Delavs shall

mean

delays

ARTICLE IT

CONVEYANCES AND EASEMENTS

Section 2 1
from the
2 In consideration for the conveyance of Parcel N Convevance of Parcel P 4 P 4 to the Developer The Parcel to the Authority the Authority shall convey from the execution of this Restated CORE and shall occur within 45

Developer

conveyances shall be simultaneous The Authority will retain

Agreement Improvements and the Conference

Section 2 2

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

Lease to delete Parcels

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

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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

effect with respect to the Parking Improvements and

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

Party Walls and

Connection of Corridors

acknowledge

that their

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in such

a manner as

will minimize interference with the conduct of business

or

by the other Party

Each of such

Parties covenants that if all

or

any part of its

not

irhprovements are removed or destroyed at any time when it is

or

not required to restore and does not elect to restore 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

used herein shall not include Section 2 10

ordjnary maintenance and care 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

Easements for Kitchen

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

the Savannah River levee

Section 2 12

Easement for Encroachments

While it is the intent of the Parties to confine their

respective property it is recognized that this result may not be achieved due to the integrated nature of the Project Accordingly ifthe Hotels Parking Improvements or Expanded Conference Center improvements following construction encroach on a portion of the property of another Party the Party across whose property such improvements encroach hereby grants to the Party whose improyements so encroach an easement for so long as such improvements or any replacement thereof constructed during the term of this Restated CORE Agreement stand permitting the construction and maintenance of such improvements on such portion of such property
Section 2 I 3 Certain Reserved Rights
common or

improvements

to the limits of their

premises including any

public

areas

Developer hereby reserves the right to eject from its thereof any persons not invited or otherwise permitted

A lAmended and Raated CORE

Agreement tI9

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to use same and to close off its

respective improvements at any time and from time to time for security purposes Further the Conference Center Operator shall have the right to close off or limit access to and from the Expanded Conference Center at any time and from time to time for security purposes provided that the Conference Center Operator shall not be permitted to impede pedestrian access between the Parking improvements or the Riverwalk improvements on the one hand and the Hotels on the other hand through the walkways stairways and corridors for the Expanded Conference Center except in connection with such temporary closings as may be necessary for the cleaning repair and maintenance of such access and improvements
Section 2 14
New Hotel has been

Additional Construction After construction ofthe Conference Center Addition and

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

in this Restated CORE

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

Satisfaction ofUDAG Loan

Within five business

days

after the execution of this

Restated CORE

Agreement

the

Developer

shall pay to the Escrow

Agent

for the account of the

City

the

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

amount of 3 250 000 00 the Escrowed Funds

in full and complete satisfaction of the UDAG Loan

financing

statements and fixture

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

Disbursement of Escrowed Funds

account and disburse the

Agent

shall hold the Escrowed

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

Aooroval of Plans and Soecifications The City hereby approves the

shall i be

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

The Conference Center Addition

Concept Plans Existing Hotel

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

Construction of the Conference Center Addition

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

costs of china and

silverware and all architectural

engineering
or

surveying

escrow

agent fees incurred in connection with the Conference Center Addition

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

Restated CORE Agreement all

period request draws

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

who have issued

contemplated by
The

the

applicable

lien statutes

Developer

shall deliver

copies

of the

foregoing simultaneously

to the

City

A Amended and Restated CORE

Agrccmenlll9 wpd

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ifjiillJ 2iL2

u i
shall The Developer

i
j

Section 3 7

Penormance of

penormed

its coostruction
manner

in accordance

and workmanlike of all goverumental rules and regulations

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

with due diligence

applicable over snch construction vingjnrisdiction agencies and anthorities

and in a good laws ordinances

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

fees and the costs

Section 3 9

Insurance
on a non

builder s risk insurance at the Such insurance may

100 000 00

reporting Developer contain option of the

Lot Renovation Parkin

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

renovate the driveways Lot Modification with the Parking renovations

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

add an additional The City shall

toll booth and

accordance

such City shall commence Addition Section 3

9

of construction prior to commencement

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

Operation bv Designeeafthe to the expiration

hotel and prior

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

sim ilar size and usage

may be determ

REH

12
Restated CORE Agreement A Amended and
119

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Operator
Center

In all such respects the Conference 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

without discrimination for sex

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

Compensation of Developer Prior

to

of the

operation
Section

of the
4

Expanded Conference Center and as compensation for the

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

A lAmendcd and Remtcd CORE

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

desirabl for the efficient operation of a first class conference center

The

City

at its sole cost and expense shall

maintain i

general public

liability insurance covering the Expanded Conference Center and the Parking Improvements and ii fire and
extended coverage insurance covering the Expanded Conference Center and the Parking Improvements against risks of damage or loss by fire and other risks now or hereafter embraced by extended coverage
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

Conference Center and all furniture fixtures and

percentage increase in the Consumer Pricelndex for all urban consumers CPI U
for the

All Items 1982 84

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

calendar year The City shall

the Developer with a copy of said insurance

Expanded

Conference Center Taxes The

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

city or county ad Parking Improvements indemnify and hold hannless

that any

Developer against any

claim

against Developer

account of

same

ARTICLE V

CONSTRUCTION OF NEW HOTEL AND OPERATION OF HOTELS

Section 5 1
expense
on

Parcels

Description of Hotel Improvements P 4 and N 1 a first class hotel Q

rooms

Developer shall construct

as

its sole cost and

rooms
a

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

than 2 000 square feet of space

Section 5 2

hotels with the New Hotel

Operation of Hotels The being operated as a first

or

Hotel

class limited service hotel

Operator shall operate the Hotels as a first class During the Tenn hereof no

operation

or use

shall be made conducted

detrimental to the rdinances rule

class conference center

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

A Amended and Restated CORE

Agreement l19 wpd

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ARTICLE VI

OPERATION AND MAINTENANCE OF PARKING IMPROVEMENTS

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

and N 2 from 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

rents for use ofthe

spaces within the Parking Improvements

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

A Amended and Restated CORE

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

Hours of Operation shall

Parking Improvements

Security Except for temporary closing as permitted be kept open and lighted at all times
ARTICLE VII

in herein

GENERAL PROVISIONS REGARDING OPERAnON

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

corridors and passageways

certain of the Improvements of the Parties shall be Developer in operating the air

conditioning
of any other

heating system

for the Hotels and the

Expanded
or

which will not

unduly

drain heat ventilation

air

Conference Center shall operate such conditioning from the Improvements

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

A lAmended and Restated CORE

Agreement 9 wpd

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ARTICLE VITI
DAMAGE AND DESTRUCTION

Section 8 1
are

Damage
as a

or

Destruction of Expanded Conference Center

or

Provided that the Hotels

any part of the

being operated

hotels in the event of damage to

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

any part of the

Section

3 8

Clearing Debris from Razed Improvements

To the extent
or

Party

is not

expressly

required hereunder to restore all or a portion of its Improvements

not elect to restore such

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

To the extent that

Developer

is not

to

the

A lAmendcd and RestAted CORE

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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

The Term of this Restated CORE

binding

Successors and Assigns All Section 9 2 inure to the benefit of the respective upon and

terms

of this Restated CORE

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

property but upon

any such transfer

or

further lease the transferee shall be

A lAmended and Restated CORE

Agreement fI9 wpd

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property encumbered hereby any such mortgagee s liability hereunder being limited to its interest in the property covered by such mortgage any improvements erected thereon and the rents and other income
derived therefrom

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

under this Restated CORE

service addressed

as

follows

In

case

of the

City

to

With

copy to

Augusta County City County Municipal Building

530 Greene Street

Richmond

Burnside Wall Daniel Ellison

Post Office Box 2125

Revell

Augusta Georgia 30901 Attn City Administrator

In the
case ofthe Developer to Augusta Riverfront Limited Partnership

Augusta Georgia 30903 Attn City Attorney

With a copy to Hull Towill Norman Barrett Post Office Box 1564
Attn

Salley

P C

One 10th Street Riverfront Center Suite 340

Augusta Georgia 30901

Attn Mr Paul S Simon

Augusta Georgia 309 3 Managing Partner

With

Authority to The Downtown Development Authority the City of Augusta Georgia

case

In the

of the

of

a copy to Warlick Tritt

Stebbins

5th Floor First Union Bank Bldg

699 Broad Street
I

4 Fifth Street

Augusta Georgia

30901

Augusta Georgia 30901 Attn Managing Partner

any time

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

notice of a default under this Restated

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

A lAmended and Restated CORE

Agreement

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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

hereto have caused these presents

to

be executed under seal

effective the date and year first above written

Signed

sealed and delivered in the

Au

presence of

t3

By

kJ

Unof Icial Wiiiles

h
o
t

0
0

ai

j
r

7
o

Augusta Riverfront Limited Partnership a Georgia limited partnership

Notarial Seal
c

Seal

f
r

oJ

162 Riverfronl MyFiles

lAmended and Restated CORE

Agreement

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Signed

sealed and delivered in the

The Downtown
of the

presertce pf

City

of

Development Authority sta Georgia

By

tJIj
Its Chairman
1

E
Notary
Public

t r

Its

Secretary
Seal

73

Notarial Seal

P
P

MyFiles

162

Riverfront lAmended and Restated CORE

Agreement

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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

the transactions described in this Restated CORE Agreement

Eltccutcd under seal this

day of 1une

1999

Signed sealed and delivered

in the

First Union National Bank su First Bank of

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

secured party under that

16 1990 and recorded in the Clerk Security Agreement from the Restated CORE

Office

at

consents to the transactions described in this

Authority Agreement

dated

Realty Reel 339 Page 1056 July 16 1990 hereby

Executed under seal this

day of June

1999

Signed

sealed and delivered in the

First Union National Bank

successor

to

presence of

First Union National Bank of Georgia

By
Unofficial Witness
As its

Seal

Notary Public

Notarial

Seal

A Amended and Restated CORE

Agreement

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JUL 07 1999

09 21

P 04 04

CONSENT
SOlsurTht1 t

Bank

A N

kIa f SouthTrust Bank of Georgia

A N

as

grantee under that Security

Deed Sccurity Agreement and Assignment of Rent ftom the Developer dated September 26 1996 and recorded in the elcrit s Office at ty Reel 535 Page 1757 hereby ccmsents to the traDsactions described 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

Signed seale4 and delivered

presence of

in the

SouthTrust Bank

A N

t5

c a
Y Nolill PI blie

BY
a
l

Unofficial Witness

iJJtOf20415
Notary
Publ

Seal

Richmond County

My Commission Expires April 26 2COJ

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

sealed and delivered in the

SouthTrust Bank N A

presence of

By
As its

Unofficial Witness
Seal

Notary

Public

Notarial Seal

A Amended and

ted CORE Agreement 9

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23

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U S DEPARnotENT OF HOUSING ANO URBAN OEVELOPMENT WASHINGTON O C 1o 7000

ASSlSTAHT NHICl ITYP ue

SffRjTAA tIW A

Mr Charlie R Oliver PE CPA

JANII

Administrator Room 30 I

Municipal Building

530 Greene Street

Augusta GA 30911
Oear Mr Oliver

Subject UDAG

No B 87 AA IJ 0095

Riverfront Augusta 7 SOO OOO

Thil letter is to inform you that your recent request to amend the repayment ana acceptable to the Depanment of Housina and Urban Development
We unders1and that the
reuse

of

UDAG funds is

developer

of Riverfront Augusta

existing cOllVcntion
convention center
I

center

in tandem with the

expansion of proposed Radisson Hotel also adjact nt to

plans

an

the
the

To conclude

HUD

concurs

with your request

to a

ep

3 15 million

as

repayment of

the full UDAG loan from th

Riverfront

Augusta developer
W
remoUn eager to wock in

If you have any questions please al1 202 708 2290 partnership with you to further economi revitalization

V cry sincerely yours

vJJ
Nelson

11

Bregon Developmenl and

Director Office of Economic

Empowcnnent Service

Exhibit

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