Owner desires to have Manager manage and operate the RSPD, andManager is willing to perform such services for the account of Owner on the terms andconditions set forth herein.NOW, THEREFORE, in consideration of the premises and the mutualcovenants contained herein, the parties hereto agree as follows:
. All capital terms herein and not otherwise defined shallhave the meaning as defined in the CORE Agreement or TEE Center CORE Agreementor the RSPD CORE Agreement, as the context requires. In addition to the terms definedelsewhere in this Agreement, the following terms shall have the meanings assigned tothem herein, unless the context otherwise indicates:
” shall have the meaning set forth in Se
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 “
”), and qualif
iedbonds, within the meaning of Section 141 of the Code, to the effect that a proposed actionor amendment will not, without more, impair any exclusion of the interest on anyoutstanding issues of obligations that were issued to finance the RSPD, or result in thedisallowance of any credit against federal income tax or payable to the issuer of suchobligations by the U.S. Treasury Department.
” shall have the meaning set forth in Section 6.1.
” shall mean all expenditures f
or Capital Improvements.
” shall mean one or more items
or project(s) - i) the costof each of which totals $5,000.00 or more, ii) that becomes part of the RSPD, and iii) thecost of which is required or allowed to be capitalized under the accounting guidelines of Augusta, Georgia and GAAP. Examples of Capital Improvements include but are notlimited to, traffic/parking/access control equipment, furniture, fixtures, roofing, andstriping, including the cost of repair or replacement thereof.
” shall mean the Expanded Conference Center, as defined in
the CORE Agreement.
shall mean the Conference Center, the TEE Center, theRSPD and the existing parking deck associated with the Conference Center.
” shall mean that Amended and Restated Construction,
Operating and Reciprocal Easement Agreement dated June 1, 1999, and recorded in theOffice of the Clerk of Superior Court of Richmond County, Georgia at Realty Reel 648,