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Amendment to Leases and CORE Agreement

Amendment to Leases and CORE Agreement

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Published by CityStink Augusta

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Published by: CityStink Augusta on Oct 02, 2012
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 _____________________________________________________________________________________ Space above this line for recorder’s use
Cross Reference:Realty Reel 648, page 45Realty Reel 339, page 1016Realty Reel 339, page 940Realty Reel 339, page 964
AMENDMENT TO LEASES ANDCONSTRUCTION, OPERATING, AND RECIPROCAL EASEMENT AGREEMENTTHIS AMENDMENT TO LEASES AND CONSTRUCTION, OPERATING, AND RECIPROCALEASEMENT AGREEMENT (this “Agreement”) is made this ___ day of ___________, 2012, by and amongAUGUSTA, GEORGIA (“City”); THE DOWNTOWN DEVELOPMENT AUTHORITY OF THE CITY OFAUGUSTA, GEORGIA (“Authority”); and AUGUSTA RIVERFRONT, LLC, a Georgia limited liabilitycompany (successor by election to Augusta Riverfront Limited Partnership, a Georgia limited partnership)(“Developer”).RECITALS
A.
All capitalized terms in this recital are defined in Article I of this Agreement.
B.
Pursuant to the TEE Center CORE Agreement, City has constructed the TEE Center.
C.
Pursuant to the TEE Center Core Agreement, City has constructed a Kitchen that serves the TEE Center,the Conference Center, and the Hotels.
D.
Pursuant to the TEE Center CORE Agreement, the Kitchen is to become part of the Conference Center.
E.
Pursuant to the CORE Agreement, Developer manages the Conference Center.
F.
The Kitchen has been constructed upon property owned by Authority and leased to City pursuant to theParking Improvements Lease.
G.
Authority owns the Conference Center and leases the Conference Center to City pursuant to theConference Center Lease.
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H.
Accordingly, the parties desire to remove the Kitchen from the Parking Improvements Lease, add theKitchen to the coverage of the Conference Center Lease, and add the Kitchen to the Conference Center under the CORE Agreement.
I.
The Parties also desire to amend the CORE Agreement as contemplated by the TEE Center COREAgreement.
J.
Developer leases certain property used for parking improvements to Authority pursuant to the GroundLease, and Authority sub-leases said property to City pursuant to the Parking Improvements Lease.
K.
Due to the property re-configuration made in connection with the construction of the TEE Center, the parties desire to remove certain property from the coverage of the Ground Lease and the ParkingImprovements Lease.AGREEMENTIn consideration of the premises and the mutual agreements and covenants contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, City,Authority, and Developer, intending to be legally bound, agree as follows.
ARTICLE I
DEFINITIONSSection 1.1.Definitions. As used in this Agreement, the following terms shall have the followingmeanings.“Conference Center” shall mean the Expanded Conference Center as defined in the CORE Agreement,which, by virtue of this Agreement, shall now include the Kitchen.“Conference Center Lease” shall mean that Lease Agreement between Authority and City dated July 16,1990, and recorded in the Office of the Clerk of Superior Court of Richmond County, Georgia at Realty Reel339, page 1016, with any amendments thereto.“CORE Agreement” shall mean that Construction, Operating and Reciprocal Easement Agreementamong City, Developer and The Downtown Development Authority dated August 15, 1989, and recorded in theOffice of the Clerk of Superior Court of Richmond County, Georgia, in Realty Reel 317, page 184, as amended by that First Amendment to Construction, Operating and Reciprocal Easement Agreement dated July 16, 1990,and recorded in the Office of the Clerk of Superior Court of Richmond County, Georgia at Realty Reel 340, page2110, as amended and restated pursuant to that Amended and Restated Construction, Operating and ReciprocalEasement Agreement dated June 1, 1999, and recorded in the Office of the Clerk of Superior Court of RichmondCounty, Georgia at Realty Reel 648, page 45, as amended by that First Amendment to Amended and RestatedConstruction, Operating and Reciprocal Easement Agreement dated December 20, 1999, and recorded in theOffice of the Clerk of Superior Court of Richmond County, Georgia at Book 673, page 71.“Ground Lease” shall mean that Ground Lease between Developer and Authority dated July 16, 1990,and recorded in the Office of the Clerk of Superior Court of Richmond County, Georgia at Realty Reel 339, page940, with any amendments thereto.
 
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“Hotels” shall mean, collectively, the hotel owned by Developer fronting on Tenth Street and connectedto the Conference Center and the hotel owned by Developer fronting on Ninth Street and connected to theConference Center.“Kitchen” shall mean that kitchen recently constructed by City during the construction of the TEECenter and shown on Exhibit “A” hereto. The exact location and dimension of the Kitchen are reflected on plans and specifications on file with City. The Kitchen is located within the boundaries of Parcel P shown onthat Plat for Augusta Riverfront Limited Partnership, et al. prepared by Cranston, Robertson & Whitehurst, P.C.dated December 18, 1999, and recorded in the Office of the Clerk of Superior Court for Richmond County,Georgia in Plat Cabinet B, Slide 68, Part B and Reel 673, pages 691-704.“Parking Improvements Lease” shall mean that Lease Agreement between Authority and City dated June1, 1990, and recorded in the Office of the Clerk of Superior Court of Richmond County, Georgia at Realty Reel339, page 964, with any amendments thereto.“Party” shall mean City, Authority, or Developer individually, and “Parties” shall mean City, Authority,and Developer collectively.“Plat” shall mean that plat of survey entitled “TEE Center” prepared for Augusta-Richmond County,Georgia by Tate Horton, GA RLS No. 3027, of WK Dickson Community Infrastructure Consultants, dated _______, 2012, and recorded in the Office of the Clerk of Superior Court of Richmond County, Georgia, in PlatCabinet ____, Slide _____ # ____.“TEE Center” shall mean the trade, exhibit and event center at the northwest intersection of ReynoldsStreet and 9
th
Street in Augusta, Georgia, together with all furniture, fixtures, and equipment now or hereafter located therein.“TEE Center CORE Agreement” shall mean that unrecorded TEE Center Construction, Operating, andReciprocal Easement Agreement adopted by the Augusta Commission on December 7, 2009, which is beingsuperseded and terminated pursuant to the TEE Center REA.“TEE Center REA” shall mean the TEE Center Reciprocal Easement Agreement between City andDeveloper of even date and to be recorded in the Office of the Clerk of Superior Court of Richmond County,Georgia.
ARTICLE II
AMENDMENT TO LEASESSection 2.1.Removal of Property from the Ground Lease and the Parking Improvements Lease.Parcel 1 and Parcel N-1, as shown on the Plat, are hereby removed from the coverage and encumbrance of theGround Lease and the Parking Improvements Lease. Accordingly, the Ground Lease is amended to delete Parcel1 and Parcel N-1, as shown on the Plat, from the demised premises thereof. The Parking Improvements Lease isamended to delete Parcel 1 and Parcel N-1, as shown on the Plat, from the demised premises thereof.Section 2.2.Removal of Kitchen from the Parking Improvements Lease. The Kitchen is herebyremoved from the coverage and encumbrance of the Parking Improvements Lease. Accordingly, the ParkingImprovements Lease is amended to delete the Kitchen from the demised premises thereof.
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