r

term

without

the

prior
or

Written

approval

of

the

plans
which

for

such

expansion
shall
not

alteration
be

modificatibn

by

Developer

approval

unreasonably
6 4

withheld
Each
or

Section

Insurance

Party

shall of

during

the

period
on

of
its

any

construction

restoration

replacement
insurance
coverage

improvements
a

Tract

maintain
value

builder IS
basis
with

risk
extended

on

non

reporting
or

completed
its

endor

ement

extend

tire

and

extended
or

coverage

insurance
when

provided

for

herein

during
s

any
risk

restoration
insurance of of

replacement applicable

the

aforemencioned

builder

is

not

All
it

such
contain
a

at inBuranct may

the

option

the
not

Party
more

obtaining
than
more

loss

deductible obtained insurance

provision
by

250 000
than

00

for

such for

insurance
any

Developer
by

and

not

500

000

00

such

obtained

City
7
7 1 the

AKTICLE Section

OPERATION AND
ation

MAINTENANCE
Hotel

OF

HOTEL

IMPROVEMENTS
or

of the

Veveloper
Operator
as an

and

its

designee
open

operator
business
to

for
and

Hotel

Hotel
the

shall Omni
Hotel

for

initially
of
a

operate

Hotel

pursuant
ion
class

the

terms

franchise
the
or

agreement
Hotel shall
be
ent

with be

Omni

Hotel
as
a

Corpora
first
or

During
hotel

the
and
the

Term
no

hereof

operated

operation
which Hotel
with

use

shall

made

conducted
or

permitted
co
t he

within

Hotel the

is
as

inconsis
a

with

detrimental

reputation of
all
times
and

first

class

hotel

Developer
laws

shall

at

comply

all in

applicable

governmencal
a

ordinances

rules

regulations

the

operacion of

Hotel

Page 17

GLUV

UHvl

Ci

u n

11j

Section
less
than

Operation
square

of

Retgil

Space

An

aggregate
within the

of

not

feet
at

of all

space
times

located

Hotel

shall

be

used for

and

operated
of

during
a

the
heal

Term
h

of

this

Agreemen

purposes

restaurants

lounges
retail Hotel

club

gift

shops
and
that

and

magazine

stands
to

and

or

other of

purposes Deve

incidental

complementary
it

che

operation
any
tenant

the

loper
to

agrees
sell
ent

will

not

permit
or

of

such
item

retail
which

space
is

distribute
with the

display

offer

for

sale

any

inconsis

quality
herein
or

of
or

operation

of
tend

the
to

Hotel
or

Improvements
detract

as

established
moral

which

migh

injure

from

the

character
7
3

image

of

the liotel
of

Improvements
Rotel

Section

Maintenance
and

Improvements

Developer
including
first class

agrees

to

maintain

keep
the
at

all

Hotel

Improvements
in

landscaping
condition

associated
state

witb

Rotel
all

Improvement

and

of

repair

times
OF

ARTICLE
Section

8
8
1

OPERATION AND MAINTENANCE

OFFICE

IMPROVEMENTS
and main ain
the

General
as a

Developer
class
A

shall

operate
in

Office
all

Improvements

office

building
and

compliance

with No
che

applicable
or

governmental
shall
be

laws

ordinances

regulations
within
to

operation
Office

use

made is

conducted

or

permitted
or

Improvements
of
the

which

inconsistent
as
a

with

detrimental and

the

reputation
center

Project
agrees

first

class

business

meeting

Developer
related

to

maintain

che
class

Office

Improvements
and

including
at

landscaping

in

first

condicion

repair

all

times

Page

18

ARTICLE

9 9 1

OPERATION AND

MAINTENANCE OF
has

PAKK1NG

IMPROVEMENTS

Section

General Tract

The

contemporaneously
for
a

herewith
to

leased Initial

the

Parking
The
shall

from

the

Developer
that be

term

equal
Term
the

the

Term
ic

City hereby
operate
or

agrees
cause

during
operated
fac i 1
and

the
on

of

this

Agreemen
Tract with
non

to

Authority
accordance

the
the

Parking
terms

Improvements
of
rules Citv
this
and
or

as

parking

ity

in

Agreement
as

such

uniform

discriminatory
time

regulations
the

may
as

be

adopted

from

time No t
t

to

by

the curbs

Authoricy
obstacles

its be

assignee
erected
the

barricades
block
or

gates
the

or

other

shall

whiCh

1
t
Ji

prohibit
ra mps

free

flow

of

traffic
t he

through Parking

en crances

j
p

exits

and

driveways
t hat

wit hin

Improvements
i

provided
erec

however of
which

nothing
and

herein control

shall
or

prohibit

the

tion

such

curbs be

other
to

safety
direct

improvements
and

devices

may

necessary
within

control

and

pedestrian
ii
be
as

vehicular

t raffic

the

Parking

Improvements
as

such

temporary
for
rom

closing Cleaning
o

of

he

Parking
and

Improvements
of
of

may
same

necessary

the
time

repair
or

maintenance

the

required
and
to
or

ime
exit

iii
as

the
are

erection

such
to

toll

boot hs
access

entrance

and

gates
to

required

limi and
to

the

Parking
due for

Improvements
t he use

aut

horized

permittees

collect

rents

of

the

Parking Improvements
for

Section

9 2
tne

Rents

Space
the
the

Throughout
exclusive

the
to

Term
set

of
or

his
cause

Agreemen
to

y ll c
rents

shall
for

have
of

right

be

set

the

use

parking spaces

within

the

Parking

Pa ge

111

IIv E

DHI I

TEL

I o

404

251

7152

Jun

06

89

14

15

11

Improvements

provided

that
or

the

City

shall

consult
The

with
rent

Developer
schedule
rents

prior
shall

to

establishing
set

changing
with

such
a

rates

be

in

good
market

faith

view
rates

toward

charging
by

consistent
facilities
be

with

demand

and

charged
rent

parking
shall

serving comparable
in
a

improvements
non

The

schedule

applied

uniform

and

discriminatory
a

manner

except

that

nothing herein shall prohibit the charging of

premium for

reserved

parking

spaces

Section
that
as a

Allocation

of

Spaces

The

Parties

acknowledge
must
no

public
use

facility

the the

Parking

Improvements
and

be
more

available
than
ten

for

by members of
10
of

general public
spaces may

that

percent
use

the

parking
City

be

reserved

for
at

exclusive
any time

of

Developer
the Term up
to

The
upon ten

agrees
as

that
to

Developer
rents to

may
be

during

agreement percent
as

the of for

paid

therefort
spaces of
in

designate
the

10

the

total

parking
use

Parking Improvements
and
or

reserved

the

exclusive

Developer
no

it
than

designees
250

Additionally
spaces

the

City
the

shall

designate

less for

parking
use

within

Parking
than

Improvements
450

first
for

priority
first

by

Rotel
use

guests
tenants

not

less the

parking
and

spaces

priority
and

by

of

Office
spaces in

Building
for the
Use

their

employees
use

invitees
of any

not

less

than

20

first

priority

by

customers and

retail

space

located

Office

Building
of

snd

Rotel

the

balance
The

for

first

priority
advise

by

members
of
the

the

general
of

public

City

shall

Developer

location

such

priority

spaces

and

consistent

with
which
a

its
are

duty
not

to

make

the

ninety percent
to

9070
of

or

more

of

the

spaces
on

reserved

available

members

the

general public
to

first

come

first

served
the

basis

shall

endeavor
Such surface
users

preserve
shall
irea l

such

spaces
located

for

use

by
the

intended

parties
and
the

spaces

be
as

within
as

Parking

Deck

parking
thereof

conveniently
such

possible parking

for

the

priority
Hotel

Use

of
and

designated
of

areas

by

guests
be

and

by

employees
to

invitees
and

Office

Building
to

tenant s

shall

subject
s

all may

rules be in

regulations applicable
from
time
or

the

Parking

lmprovernen
payment
not

as

effect

to

time

including
The

the

of

applicable
or

parking

charges

rents

City
than
or

shall
the

grant
and

exclusive

priority rights
the

to

anyone

other

invitees

permittees

of

Developer
Section

Construction

Manager

Conference

Center

Operator

9 4

Special

Parking
time
s

Needs
to

It

is

recognized
additional

by

the

City that Developer may from

spaces
on a

time

require
o1i

parking
s or

short be
are

term

bas i

in

connection
or

th

spec i8 1

even

functions
such

to

held

at

the

Hotel

the
or

Conference
the

Cencer

When
Center
as

needs

identified
the

Developer
of the

Conference

Operator
in
to

shall
as

notify
possible

operator
such

parking
will
that
use

facilities
its

far

advance

and

operator

best

efforts
shall

accommoda
or

such

requirements
such

provided
to

nothing
or

herein

require

authorize
rent

operator
customers

displace
others

remove

from
use

the
the

parking

areas

paying
The
on

or

eat

i tled

to

Parking
spaces

Improvements
will be
leased

parties
a

acknowledge
term

tha
e

certain

of

the
o

long

basis

monthly

Page

21

GLOVER

DAVIS

TEL

404

251

7152

Jun

06

89

14

16

12

Developer
Office
be

and

or

the
the ith

operator

of

the

Hotel

and

to

tenants

of

the

Building
accordance

City agrees
the

that

the

lease

rates

therefor

shall

in

provisions
of

of action

above The

Section shall

Maintenance
the

Parking

Improvements

City

maintain in
as

Parking
clean
and
the

Improvements

including
and

related
in
in

landscaping
such
manner

good
will

sightly

condition
of

repair
area

maintain

appearance
as

the

parking

substantially
normal
wear

the and

same

condition

when

it

is the

initially completed
limitation holes
and of
the

tear

expected

Without

foregoing
concrete
or

the

City

shall

promptly repair
remove

all

cracks

in

paved

surfaces

all
areas

papers
as

debris

and

refuse
Bnow

wash

or

throughly
water

sweep
and

all
other

paved

required
and

remove

ice

surface

obstructions
as

clean

and

maintain
also

lighting
resurface

fixtures
and

and

relamp
the

necessary
areas

The

City

shall

restripe
and

parking

and

refurbish

directional
from

signs
time
to

curbs
time

other

components

of

the

Parking

Improvements

as

required
6
as

Section

Hours

of

Operation
in
Section

Security
9
1 and

Except
the

for

temporary

closing

permitted kept
open

hereof

Parking
security

Improvements shall
service

be

and

lighted

reasonable

provided
OPERATION AND MAINTENANCE OF CONFERENCE
1

ARTICLE 10
Section
the

CENTER So

10

Operation
are

by Designee operated
term
as

of
a

Developer
hotel
and

long
to

as

Hotel

Improvements
of

prior

the be

expiration

the

Initial

the

Conference

Center

shall

L ll

tit

U I

operat ed company

and

managed
and

by

Developer
by
t he

through

qua 1 i f ied
and

mana

gement
t he

select ed

employed
not
to

Developer

approved
Such herein

by

City
of

such

approval

be

unreasonably
be
It

withheld
to

operator
as

the

Conference
Center

Center

shall

referred
is
conc

he he

Conference

Operator
may
be

emplated
acts
as

th8

Conference

Operator
The

the
Center of

same

entity

that

the

Hotel
and

Operator

Conference

Operator

shall

have

discretion

IJ

control
he

in

the

establishment

reasonable

rules
of

and

regulations
fees food

for
and

Conference
for
use

Center of the

the

establishment

reasonable and

charges

Conference
services for
the

Center
the

facilities

for

and
of

beverages
all
and

and

ancillary
accounting
activities
such

employment
and

and

supervision
of

personnel
all

receipt
to

disbursement
of

funds

other

relating

the

operation

the

Conference
shall

Center

In
the

all

respects
Center which
not

the
as
a

Conference

Center

Operac or

operate
a nd

Conference
center

first

class

meeting
the

conference

convention
the Hotel

complements
use

and
or

ent1ances

operation
of
with

J
J
I

of

and

shall which

conduct

permit

any

use

the
a

Conference first
he

Cencer

is

disreputable
of

or

inconsistent contained

class

facility
the
er

F egardless
Conference available
for

anything

herein
make
or

contrary
Cen
or

Center

Operator
by
the

shall

the
any

Conference ind1 vidual

use

City
served

and

any
for

group
sex

on

first
creed

come

first
or

bas i8

wdthout

discrimination
As
the

race

color
o

national
in

origin
managemenc
of
so

compensation

for

its

services
the

be

endered
or

Conference

Center

Developer

if

Developer

Page 23

de

signates

the
tee Center

Conference

Cen ter

Opertitor
from 50
rOOID

shall
the

rece

i ve

8
I

management
Conference
from
the

equal
other of

to

all

revenues

operation
the
the
as

of

than

fifty percent
and be

of
in

net

revenue

leasing

ball rooms
sums

meeting
held
to

Conference
described
and

Center
in for

which
10

latter

shall
The

and be

distributed
to

Section
or

below
to

amounts

paid

Developer

held

distributed

City

shall
on
a

be

determined
basis
con ta as

by

firm

of

certified
Ci ty

public

accountants

period
anyr h i Of

agreed
here in

between
to

and

Developer
the fees

Re

ard 1

85

of

tned
mee

the

contrary

charged

for and

leasin

ballroom
at

in

rooms

and

providing
hall
be

other

facilities and
in

services

the

Conference

Center

reasonable conference
consent

conformity
and

with

those
may

being
not

charged
be
w

by

similar ithout

facilities

such

fees

ived

of Citv
2
at

Section

10

Main

enance

and and

Repair

of

Conference

Center
set

Veveloper
in

shall

its

sole

cost

expense

except
for

as

forth the

Section

10

below
in

be

responsible
and

maintaining including
exterior

Conference
limitation
interior

Center

good

condition

repair
supports
and and

without
walls

the
walls

foundations
and

structural

floors

ceiling s
pipes
wires

permanent
conduits

ight ing
the

fixtures

sprinkler
and
ors

systems

within

walls
lines

floors

above

ceilings
heat ing sysi ems

roof

gutters

downspouts
air
t alled

utility

eleva
and

the

ventilating
and

and

conditioning
wi
or

system

other

maj or
1

fixtures

ins

hin

he

Conference

Center

and

for

all

appropriate

day

to

day

periodic

Do

L GI E F

Ii A

IS

TEL

No

404

251

7152 Jun
I

06

89

tL

03

maintenance
its Bole

in

connection
and

with

such

items
the
in

Developer
Conference

shall

also
and

at

cost

expense
and

keep

Center

furniture

fixtures

all
and

equipment
of

good

repair
maintain

operating

Without
the

condition

limitation
of

the

foregoing
Center
or

interior

Developer

shall
wall

the
and

Conference
shall

floor

and in

window

including
repair
any

coverings
or

replace

glass

doors
or

broken
and

windows
from
time
as

replace
to
are

interior
as

refurbish

light
all

bulbs

replace
and

time

required
or

furnishings
efficient
without

furniture
for the

equipment
of
a

requisite

desirable
center

operation

first class

conference
and

limitation
linens

china

including
tables
and

glassware
POdiums
In

chairs
and

silverware

uniforms

and

decorative
for

staging

platforms

artwork

accessories
all
and

addition
to

responsible
of
the

Developer
periodic
the

shall

be

appropriate

day

day

or

systems

maintenance

equipment
also

installed
all

within

Center
and

Developer
the In
or

Conference
installed
and in

shall

maintain
in

around

landscaping
BCtracCive

Conference
the
event

Center
that
any

good
such

condition

sightly
need
to

of may

items

maintenance

become

in

of

repairs
the

the

City

give

written
to
or

Developer
maintenance
made

notice

and
or

the
such

Developer
or

shall
such

proceed

perform repairs

repairs

cause

maintenance

within

to

be
the

reasonable

time

after

receipt of
after
or

such

Developer
City
shall
of

notice notice

If

within
fail
the

thirty
to

30 any

days

written
commence
event

from

the

make

repairs
or

required

any
of

main tenance

Developer herein

in

the

any

emergency

ER

ORVIS

TEL

404

251

7152

Jun

06

89

47

which

in

the the

opinion
City
may
in

of
at

the
ir s

City
option
the

renders

such

notice
or

impracticable

make

such

repairs

perform

such

maintenance

which

event

Developer
five
the

covenants

to

reimburse
said
cost

the
for

City

for

the

cost

thereof

and

for

percent

of
not

administration
any

fees

provided that
fee
in

City
of

shall

charge repairs

Developer
or

administration

the

event

emergency

replacements
10
3
in

Section

Insurance Section

Notwithstanding
1

anything

to

the
at

contrary
its

provided
cost

14
i
ii

below

the

City shall

maintain

sole

and

expense
and

general
fire
and

public
extended

liability
coverage

insurance

covering
covering
fire and

the

premises

insurance
loss

the
o
11

Conference
her
so

Center
now
or

against

risks

of

damage

or

by

risks
called

hereafter
amount

embraced

by
co

llextended
commercial
of
the

coverage

in

an

subject
replacement
of

availability
Conference
and

not

less

than
of

the
the

full
cost

cost

Center and

exclusive
all

excavations

foundations
owned

footings
and

furniture
sub

fixtures
ec

and
a

equipment
500

by the

City

locaced
n

therein

to

000

00

deductible
also

prnv1
shall

inD

Hotel

Developer

and

or

Conference
and

Center

Operator

maintain

appropriate
to

liability

workers

compensation

insurance relating
Section
any

the

operation of the Conference

The

Center

10 4

Taxes
the

Developer
Center

shall

pay

all

taxes

if

levied

against

Conference

00ER

DAVIS

TEL

I o

404

251

7152

Jun

06

89

48

03

Section

10

Reserve

for

Maintenance all

and

Capital
to

Improvements
retained
as

During
the

the

Term

hereof

of
of

the
the

sums

be fee the the

by

City

remaining
10 1

after
i

payment
e

management

provided
revenues

in

Section
the
up

above

fifty percent
and

50
rooms

of
in

net

from

leasing
to

of

ballrooms

meeting
to

Conference
Account
as

Cent er

hat
to

amount

necessary

fund

the
as

Reserve

defined
be

below

the Maximum Reserve

a

Amount

defined

below

shall

maintained
Reserve

in

reserve

for

maintenance

and
in

capital
excess

improvements
of

the

Account

Any of such
as

amounts

the

Maximum
to

Reserve

Amount
The
Reserve

defined

below

shall

be

distributed

the

City

Account the

shall

be

maintained
are

by

the

Conference

Center be
in

Operator
co

and
pay

co

excent

Bums

available
described
Account

therein
or
r

shall

utilized
Section
as

the

costs

of

the

items

ferenced
be

10

above be

The

Maximum

Reserve time
to

shall

that with

amount

shall
of

determined
which
for

from

time
not

by
be

Developer

the

approval
co

City

approval
the

shall

unreasonably
and

withheld
the

be

sufficient
Center

proper

maintenance

repair of

Conference

during

che

ensuing

ten

10

year

period
ARTICLE
Section
11 GENERAL

PROVISIONS with

KEGARDING
Laws
to

OPERATION

11 1

Compliance

Each

Parcy

e r

ible spon1

for

operating

any

improvements
in

referred

herein

shall all
and
or

operate

its

respective

Improvements
laws such

compliance

with

governmental
ordinances
reF

requirements applicable
to

statutes
1

regulations
Rnd

Party

Improvements

the

pa rr y

ponsible

PP

op

27

GLOVER

ORVIS

TEL

404

251

7152

Jun

06

89

54

06

for

operating
all

the

same

shall

keep
and

in

full

force

and

effect

at

all and

times

governmental permits
of such
11
a

licenses

required for the

use

operation

Improvements
Landsca
e

Section

Committee

The

Parties

hereby
in

agree
order

establish coordinate

committee

the

Landscape

Committee
an

to

the

formulation the

and

implementation of

overall
the

plan

for
and

installation
the
es

of

complementary landscaping within

common

Project

tabl ishIIlent
shall

of

landscape
person
as

main

enance

standards
on

Each

Party

designate by

one

its
to

representative
the
other
any

the The

Landscape

Committee
Committee
of

written
meet

notice

Parties

Landscape
the

shall

upon the than

request

from and

party

during
on a

period

construction

of

Project
once

thereafter
in

periodic
review

basis

but

not

less

every

year
and
any

order

to

the
or

landscaping
issues

scheme

for

the

Project

maintenance

problems

Section

11
s

3
the and

HVAC

Operation
shall
be

Insofar

as

certain

of

the

Improvemen
common

of

Parties

internally
in

connected

through
the and air

corridors and

passageways
sys tem

Developer
for such
the H otel

operating

conditioning
Conference
not

hearing
shall
hear

Improvements
a

the will
the

Center
drain any

operate

systems
or

in

manner

which
from

unduly

ventilation

air

conditioning

Improvemencsof
Section which this the 11

other

Party
and

Advertising
Center

Promotion

During

all

periods

in
to

Conference

is

operated
be

by
to

Developer
refer
to

pursuant
and

Agreement

Developer

shall

entitled

promote

GLOVER

ORVIS

TEL

r O

404

251

7152

Jun

06

89

14

17

13

I
the

Hotel

and

Conference Hotel

Center

as

unified

operation
The

known

as

the
its
the

Augusta

Riverwalk

and
the

Conference Chamber

Center

City

and

affiliates

including
County
to

of

Commerce

and

Augusta Richmond
likewise
such
name

Convention refer
the
to
same

and
Hotel
a

Visitors and

Bureau

shall

be

entitled
to

the
as

Conference

Center

by
to

and
I

promote
to

unified

operation

subject

Developer

right

review

and
its

approve

promotional
with

literature
to

and

advertising of the City and

and

affiliates

respect

the

Hotel

Conference Section 11

Center

Kitchen

The

Developer
of

and

the

City

have

agreed
the

that

as

part
or

of

its

management

the
to

Convention
be the
the

Center

Developer
shall

its

designee
food So

anticipated
services
as

Hotel Hotel
food

Operator
and

provide

all

for

both shall

the

Conference
to

Center

long

Developer

provide

services

the
u

Conference

Center

shall Develope

have

exclusive

rights

to

the

lization
that

of

the

kitchen
that
so

City

and

Developer
or

have

agreed
fail for
to

however

in food
the

the

event

Developer
that
same

its

designee

provide

said of

services
ence Confe

are

unavailable
of
seven

the
or

operation
more

for Cente
the

period
its

days
have

then

in

such
license

event to

City
and

or

designee
the

shall
to

non

exclusive

utilize Said

operate
shall

kitchen

service
w itten

the
notice
or

ence Confe

Center

license
to

continue

until
a

is

given by
the

the

Developer
of

the

City stating
to

date

tain ce

which

provision
or

food

services
be

the

Conference
and the

by Cente
of

the

Developer

its

designee will

resumed

provision

Page 29

same

is

in

fact

resumed
to

on

said
all

date times

Developer
and shall

shall maintain
in

make

said
same

kitchen
and
a

available

City

at

the

11

appl iances
In

and

fixtures of

contained
above

therein

good
and

working

condition
have

furtherance
re

the

agreement

City

Developer
in

granted

those

ciprocal

easement

rights

described

Section

12

4 below
ARTICLE 12
EASEMENTS

Section
the
owner

12

Easement

for

Access

and

Parking
to

The

City

as

of

the

Parking Deck Tract

subtenants
and

hereby grants

Developer

1 ts

respective
employees

tenants

concessionaires
and
to

licensees
Center
and

officers and
non

invitees

the

Conference

Operation
tnvitees

its

employees

agents

concessionaires
easements
over

licensees
across

exclusive

perpetual
for

upon

and

through

the
a

Authority

Tract

pedestrian

and

vehicular

ingress

to

and

egress

from

the

Parking Improvements
b

circulation

passage
and and

and

parking

of

Lcle vehs

Ln with

the

Parking Improvements
c

circulation
ramps

passage

of

pedestrians
elevators within

over

and
other

through

such
as

walkways
time
to

stairways
time
be

and

facilities

may

from

included

the

Parking
to
use

Improvements
such
easements
or

provided by
as

however

that
be
to

the

persons
to

permitted
pay
such
with

Developer
may

shall
time

required
time be be
in

parking
respect
s
or

charges
to

rents

from

effect
to

the

Parking
I

Improvements
rules

and

shall

subject

the

City
the

its

designee

sJ

and

regulations

regarding

use

of

Parking

Page 30

bLUVlk

UHVl

rEL

I o

404

251

7152

Jun

06

89

14

18

1S

Improvements
restrict
the

Nothing
Conference
Center
so

in

this

Section

12
from

shall

be

deemed
access

to
to

the

Center

Operator

restricting
under

Conference
1

The

easements
as

granted

this

Section
to

12

shall

continue

long
the
the

the

Parking

Improvements
in

continue

exist
commence

Enjoyment
on

of
date

easements

granted

this
are

Section

shall

the

Parking
business

Improvements
The

substantially
to

completed Parking

and

opened

for
for

City

agrees
after

open

the
are

Improvements

business
to

promptly
them

they

substantially
thereafter
Section
to

completed
the Term

and

keep

open

for

business

during
12 2
the
enter

Construction other
upon

Easements
a

Each

Party hereby grants

each

of
to

Parties

temporary
Tracts

right
from

privilege
time
to

and
to

easement construct

their

respective
the

time

the

Hotel
the

Improvements

Conference

Center

the the

l Park ng Office

Improvements Improvements
Each

City
to

Ancillary
the

Improvements

and such

pursuant
shall

approved

plans
perm
use

for
t

improvements
and for

Party

have

the

right

to
to

its

contractors

subcontractors

agents and employees

purposes
The columns

the

easement

granted
includes
lNall
s

the

aforesaid
to

easement

granted
and be
the

herein
common

the

right

construct

footings
shall
on

Any
manner

utilization
as

of

the

foregoing
with

easement

made

in

such

will

not

interfere

construction
easement

property of the other

and

Parties

Such
of

construction
construction location
walls

shall

cease

terminate

upon
The

completion

of of

the

Project
common

Improvements

construction

and
common

any
be

footings

underground
of the final

supports

and

shall

subject

to

approval
by

plans

and

specifications

for

such

improvements

the

Parties

sharing such improvements Page 31

jf F

DRI

TEL

I o

404

251

7152

Jun

06

89

57

l0

Section
and
that

12

3 of

Easemen ts
Corridors

for

Underground
City
and

Supports Developer
common

Party

Wall

Connection
che

The
may

acknowledge
and

Hotel

J
v

Improvements
hereinafter
walls

share ferred

footings

underg round

supports
and
common

re

to

as

the
to
as

Underg round
the

Supports
Walls such

hereinafter
Center
to

referred
the

Parcy
Each
of

with
Parties for

the

Conference

and

Parking
Party
of
the
a

Deck
non

hereby
the

grants

the

other

exclusive
in

easement

construction

and

maintenance
at

openings
locations

the

walls

between

their

respective
Hotel
and

Improvements
Plans

shown

by

the

Preliminary

Design
the

the

Preliminary

Conference Plans in

Center
order

Design
to

Plans the

Preliminary
and the

Parking
of

Design
such

connect

corridors that

passageways
manner

Improvements
shall
be in

with

one

another
with

provided
generally

of

connection
and
not

accordance

accepted
such

engineering
and
s
so as

construction
to

practice

for

improvements
of
in

of

type

impair

the

structural
that

integrity

the and

other of

Party

Improvements
be

and
to

provided
create
an

nothing herein
for

itself
any

shall
such

deemed

easement

passage
All

through

connected
continue
so

corridors

or

passageways

such

easements

shall

long

as

any
so

portion
long
as

of
c

this

Agreement

shall

remain

effective
such

and

thereafter
exist

he

improvements
easement

benefited
under
as

by

easements

The be the

exercise

of
in

rights
manner

this

Section

by

any

Party shall
with

conducted
conduct
covenants

such

will
other

minimize

interference
Each

of

usiness

by
or

the
any

Party
its

of

such
are

Parties
or

that

if

all

part

of

Improvements

removed

Pa

32

GL

V5R

DRVIS

TEL

I o

404

251

7152

Jun

06

89

57

11

destroyed
not

at

any

time

hen

it

is

not

required
it

to

restore

and
p lace

does any
or

elect

to

res tore

such
or

Improvements
or

ill

leave

in

foundations

footings

walls

portions thereof
removal
or

not

removed

destroyed

if

immediately

before walls
and

such
or

destruction
ere

such
shared
in

foundations

footings
such
of

or

portions
other
the

thereof

jointly

between

Party
ei

the

Party
Wall

Should
or

the

reasonable
thereof Parties
other
or
or

opinion
the

her

Party
herein

Party

any

portion
the the

openings

providing
repair

access

between

respective
sharing
and
a

Improvements
such shall
time
to

require
shall

or

rebuilding
in

Party

Party
cause

Wall

cooperate
or

such

repair
to

rebuilding
at

such
to

repair
both

rebuilding
the
cost

be

accomplished
repair
cost
or

convenient
be

ith
shares

of
that

such the

rebuilding
such of

borne

in

equal
be

provided
by
the

of

any
act

repair

that

may

occasioned
borne

C neglec

or

wi 11 ful

either
and

Party

shall
as

be

by

that

Party
not

The

phrase
ordinary

repair

rebuilding
and
care

used

herein and

shall

incl ude

maintenance

such

as

painting
The

cleaning
to

Section

12 4

Easement

forAKitchen

City hereby grants

in
to

Developer

an

exclusive

right

privilege
which

and
is

easement

that
be
a

certain

portion of
of

the

Conference
and
Co here
more

Center

designed

portion
in

the

Kitchen
II

particularly
easement

described
for such

and
the

depicted
purpose
area

Exhibit

ell

said
and

being
within
and

of
a

constructing
kitchen
No

furnishing
shall
serve

operating
the

easement

which

both

Hotel of

the

Conference

Center
to

withstanding

any

provision

this

Agreement

the

GLO

DRVIS

TEL

I o

404

251

7152

un

06

89

14

18

16

contrary

Developer

shall

be

solely
and

responsible

for

the

cost

of
any
The

matntaining
and

insuring

repairing
from

replacing
to

the

Kitchen

and

all

personal

property
of
the

time

time be

located

therein in
the

square

footage
of
the be

Kitchen
for

shall

included of
this

square The

footage
Kitchen

Hotel

all

purposes

Agreement
with

shall
and

constructed

by

Developer

in

accordance
s

final
and
as

plans

specifications
The is

prepared

by

Developer
to

architect continue

approved by City
long
the
as

easement

referred the

above
of

shall
a

the

Kitchen

used

for

operation
hereby
in

kitchen
to

serving City
an

Hotel

Improvements
right
t

The

Developer
easement

grants
certain the

exclusive
the said

privilege
is

and
to

that

portion

of

Rotel

which

designed
for
the

be

portion

of

said

Kitchen and

easement

being

purpose
area

of

constructing
Kitchen
The

furnishing
shall

operating
both

within
Hotel

such and

easement

said

which

serve

the

the
as

Conference

Center

easement

granted
Lde prov
11

herein

shall

continue
to

long

as

Developer
as

shall

fail
in

to

food
shove
serve

service
and the

the of

Conference

Center is

provided
necessary

Section
the

5
to

the

use

the

Kitchen

deemed

by

City

Conference 12
5

Center
Easement for

Section
Conference

Attachment
to

of

Office

Hotel
The
a

and

Center
to

Improvements

City
the

Improvements
initial
term

City

hereby
easement

grants
onto

Developer
across

during

tempora ry
purpose

and
and

the

property of the City

sidewalks
I

for

the
and

of

constructing

maintaining
such

stairways

pedestrian
with the

bridges

connecting
and
as

Parties

respective
associated

Improvements
with the
the

sidewalks

other

improvements
is
to

Riverwalk
of the

project

such

project

be

extended

along

portion

bLl

II

IE

Co

DA

IS

TEL

404

251

7152

Jun

06

89

13

Savannah
to

River

levee
at

adjacent
the

to

the

Project
on

Site the

such

extensions

be

construct ed
or

locations
as

shown may

Master

Development

Plan

at

8uch
and

other the
not

locations affected
be

be

subsequently

agreed
of

upon

by

the

City

Party
in

The

construction the
be and

such
member and

improvements
of
the

shall

deemed but

favor

of

City
for

or

any

general
use

public
and

rather of

shall

the

sole

exclusive

benefit

Developer employees

Conference

Center
and

Operator

and

their

respective

invitees

licensees

permittees
Section
as

12

Easement the

for

Access

to

Riverwalk
the

The
as

Authority
of
the
to

the

owner

of
and

Authority Project

Tract

and

City

owner

Air

Rights

the

Riverwalk
tenants

Property
subtenants
non

hereby

grant

Developer
licensees
easements

and

its

respective
officers
across

concessionaires temporarv
sidewalks
and

employees
over

and
and

invitees

exclusive
outdoor

upon

through

those

stairways

pedestrian

bridges
from

boat
time
or

docking
time
on

facilities
the

other
or

improvements constructed
the the

to in

Authority
which
to

Tract

Proj ect

Riverwalk
Center

Property
to

the

Air

Rights

connect

Conference
of

the

Riverwalk
to

such
from

easements

be

for

the

purpose
of

pedestrian passage

and

the

Riverwalk
on

Enjoyment
that
and
so

the

easement

granted
and

herein

shall
are

commence

the

date

such
the

walkways
Conference
as

stairways
Center is

bridges
for
to

substantially
and
or

completed
continue
31

opened

business
exist

shall

long
2025

such

improvements
is
sooner

continue

until

December

whichever

GlOVER

DRVIS

TEL

404

251

7152

Jun

06

89

59

Section
in
ent

12 he

Easement
to

for

Encroachments
their

While
to

it

is

the

of

Parties

confine
it
is

Improvements
that
nature

the

limits may

of
not

their
be

respective

Tracts
to

recognized

this

result the

achieved

due

the

integrated
on

of

Project

Accordingly
construction the

if

the
on

improvements
a

any Tract

Tract

following
Party hereby
for

encroach

portion
such

of

the

of

another

Party
to

across

whose

Tract

improvements
so

encroach
an

grants
so

the

Party

whose

improvements
or

encroach

easement

long

as

such

improvements
of
this

any

replacement
stan d

thereof

constructed
the of

during

t he

term

Agreement
of

permitting
on

construction the

and
s

maintenance

such

improvements

such

portion

grantor
Section

cract

12

Certain
to

Reserved
from

Rights
its any
to

Developer

hereby
any
or

reserves

the
or

right

eject

premises
persons
close
to

including
not

common

tlpubl ic
to

areas

thereof
same

invited

otherwise

permitted
at

use

and
from

off
time

its

respective
security
the

Improvements
purposes
to

any

time

and

time

for
have

Further
off
and
or

Conference
access

Center
to

Operator
from
the

shall

right
at

close
time

limit
time

and

Conference

Center

any
the

from

to

time

for

security
not

purposes
be

provided
to

that

Conference

Center

Operator
the
hand

shall

permitted
or

impede

pedestrian

access

between
the
one

Parking
and

Improvements
the
Hotel

the

Riverwalk
on

Improvements
o

on

Improvements
and

the

her

hand

through
Center

the

walkways
in

stairways
with

corridors temporary

of

the

Conference

excepc

connection

such

closings