00282943 -9
TEE CENTER CATERING AGREEMENT
THIS TEE CENTER CATERING AGREEMENT (“
Agreement
”) is made effective the
_____ day of ____________, 2010, by and among AUGUSTA CONVENTION CENTER
MANAGEMENT, LLC (“
Manager
”), AUGUSTA RIVERFRONT, LLC, a Georgia limited
liability
company (“
Caterer
”), and AUGUSTA, GEORGIA (the “
Owner
”).
RECITALSA. Manager operates the Augusta Trade, Exhibit, and Event Center to be located atthe northwestern intersection of Reynolds Street and James Brown Boulevard in Augusta,Georgia, together with fee simple and/or leasehold title to the land upon which such building is
located, and the furniture, fixtures, equipment, and supplies located therein (the “
TEE Center
”), pursuant to that certain TEE Center Management Agreement (the “
Management Agreement
”)
dated as of ______________, 2012, by and between Owner and Manager.B. Caterer serves as Manager-Operator of an adjacent facility known as the
Expanded Conference Center (the “
Conference Center
”) pursuant to that certain Conference
Center Management Agreement dated as of __________, 2012 by and between Caterer and City.C. The Conference Center includes, among other things, kitchen and foodpreparation facilities that are currently being used for food preparation services to events at theConference Center and for the Hotels.D. Owner is the owner of record of the Conference Center and is to be the owner of record of the TEE Center.E. In order to limit the capital cost of the TEE Center, Owner has determined tocause the TEE Center to be constructed and equipped without its own dedicated kitchenfacilities, but instead to contract for the related catering services from others.F. Inasmuch as Caterer manages the Conference Center as well as two hotels, theAugusta Marriott and the Augusta Marriott Suites
(the “
Hotels
”)
which are located adjacent tothe Conference Center, Caterer possesses unique experience, skill and resources, which are vitalto the cost-effective delivery of concession and catering services in the locale of the TEE Center.G. To that end, Manager desires to contract with Caterer to perform food andbeverage preparation and delivery services for the account of Manager and Owner hereunder.NOW, THEREFORE, in consideration of the premises and the mutual covenantscontained herein, the parties hereto agree as follows:
00282943 -9
ARTICLE IDEFINITIONSI.1
Defined Terms
. All capital terms herein and not otherwise defined shall have themeaning as defined in the Management Agreement. In addition to the terms defined elsewherein this Agreement, the following terms shall have the meanings assigned to them herein, unlessthe context otherwise indicates:
“
Annual Plan
” shall have the meaning set forth in Section 7.1.
“
Approving Tax Opinion
” shall mean the opinion of tax counsel experienced in federal
income tax matters related to state and local bonds, within the meaning of Section 103 of the
Internal Revenue Code of 1986, as amended (the “
Code
”), and qualified bonds, within the
meaning of Section 141 of the Code, to the effect that a proposed action, waiver or amendmentwill not, without more, impair any exclusion of the interest on any outstanding issues of obligations that were issued to finance the TEE Center, or result in the disallowance of any creditagainst federal income tax or payable to the issuer of such obligations by the U.S. TreasuryDepartment.
“
Capital Expense
” or “
Capital Expenditure
” shall mean any expenditure totaling at
least $5,000 for the acquisition, construction, reconstruction, repair or replacement of a singleitem or project that (i) becomes part of the Conference Center Annex, and (2) is required orallowed to be capitalized under the accounting guidelines of Augusta, Georgia and GAAP.
Manager shall not “mark
-
up” or otherwise add any profit or administrative charge to any Capital
Expense.
“
Capital Improvement
” shall mean the property created by a Capital Expenditure.
Examples of Capital Improvements include, but are not limited to, equipment, furniture, fixtures,roof, HVAC components, carpet, windows, wallpaper, and interior and exterior walls.
“
Caterer Employee
” shall have the meaning ascribed thereto by Section 5.3(a) hereof
but shall not include any officer or member of Caterer or any person who, directly or indirectly,otherwise owns an interest in Caterer or any affiliate thereof .
“
Catering Expenses
” shall mean all
actual and direct expenses the timing and amount of which is determined by using GAAP other than Capital Expenses for Food Services to the extentpaid or incurred by Caterer for the delivery of Food Services hereunder, including, but notlimited to the following: (a) Salary Costs; (b) operating supplies; (c) utility and telephonecharges; (d) repair and maintenance costs; (e) equipment rental costs; (f) insurance costs; (g)security costs; (h) cleaning expenses; (i) cost of food, beverage and other catering supplies andexpenses; (j) Catering Fee; (k) alcohol licenses and (l) any other expenses incurred by Caterer inproviding Food Services to the TEE Center that would be considered operating expenses underGAAP.
“
Catering Fee
” shal
l have the meaning set forth in Section 3.1.
“
Catering Revenues
” shall mean the gross revenues
of Caterer or any affiliate fromFood Services. The time and amount of Catering Revenues shall be determined using GAAP.
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