071524 Council Mtg Discussion Items with Attachments
DISCUSSION ITEMS FOR
JULY 15, 2024
CITY COUNCIL MEETING
The documentation provided herewith consists of advance draft materials for review by Mayor
and City Council. Such documents may be revised prior to the actual Council meeting before any
formal consideration of same by Mayor and City Council. Said documents may also be revised by
way of a proper amendment made at the Council meeting. These documents are informational
only and not intended to represent the final decision of the Council.
Page 1 of 2
Administration Department
Interoffice Memorandum
TO: Mayor and City Council
FROM: Jim Clifford, City Administrator
DATE: July 12, 2024
SUBJECT: Regular City Council Meeting of July 15, 2024
REGULAR COUNCIL MEETING
ITEM 5. PROCLAMATIONS:
a. Good Samaritan Recognition
Mayor Williams will recognize the above proclamation.
Please see ATTACHMENT #5a for a copy of the proclamation.
OLD BUSINESS
ITEM 6. PLANNING AND DEVELOPMENT: Ordinance No. 2024-15 Amending Article 5, Use and Use
Conditions, of the North Augusta Development Code, Chapter 18 of the City of North Augusta, South
Carolina Code of Ordinances – Second Reading
An ordinance has been prepared for Council’s consideration to approve Amending Article 5, Use and Use
Conditions, of the North Augusta Development Code, Chapter 18 of the City of North Augusta, South
Carolina Code of Ordinances.
Please see ATTACHMENT #6 for a copy of the proposed ordinance.
ITEM 7. ADMINISTRATION: Ordinance No. 2024-16 To Amend the Zoning Map of the City of North
Augusta, South Carolina by Rezoning ± 0.25 Acres of Land Owned Brigham Limited Partnership, Aiken
County Tax Parcel No. 007-16-04-002 from R-10, Medium Lot, Single-Family Residential to GC, General
Commercial – Second Reading
An ordinance has been prepared for Council’s consideration to approve Amending Article 5, Use and Use
Conditions, of the North Augusta Development Code, Chapter 18 of the City of North Augusta, South
Carolina Code of Ordinances.
Please see ATTACHMENT #7 for a copy of the proposed ordinance.
Page 2 of 2
NEW BUSINESS
ITEM 8. ADMINISTRATION: Resolution No. 2024-29 To Authorize the City to Execute and/or Consent
to a Partial Assignment and Assumption of Rights and Obligations Under Master Development
Agreement, a Partial Assignment and Assumption of Rights and Obligations Under Development
Inducement Agreement, and an Amended and Restated Master Parking Facilities Operating and
Easement Agreement Joinder
A resolution has been prepared for Council’s consideration to approve to Authorize the City to Execute
and/or Consent to a Partial Assignment and Assumption of Rights and Obligations Under Master
Development Agreement, a Partial Assignment and Assumption of Rights and Obligations Under
Development Inducement Agreement, and an Amended and Restated Master Parking Facilities Operating
and Easement Agreement Joinder.
Please see ATTACHMENT #8 for a copy of the proposed resolution.
ITEM 9. ADMINISTRATION: Resolution No. 2024-30 To Designate a Hearing Officer to Hear Appeals
Related to the Issuance, Denial or Suspension of a Business License by the License Official for the City.
Such Appeals Would be Related to Section 15-16 Municipal Code for the City of North Augusta
A resolution has been prepared for Council’s consideration to approve to Designate a Hearing Officer to
Hear Appeals Related to the Issuance, Denial or Suspension of a Business License by the License Official
for the City. Such Appeals Would be Related to Section 15-16 Municipal Code for the City of North Augusta.
Please see ATTACHMENT #9 for a copy of the proposed resolution.
PROCLAMATION
WHEREAS, on Wednesday, May 29, 2024 City of North Augusta Public Safety officers were
dispatched to an emergency situation in the Savannah River behind Hammond Hills Subdivision,
North Augusta in which a subject could be heard yelling in the Savannah River near an island
surrounded by rocks that he needed help; and
WHEREAS, our officers of the North Augusta Public Safety department were able to locate the
stuck kayaker utilizing a drone; and due to you already being on a boat in the river, you
immediately went to the location but were unable to access the victim from the boat; and
WHEREAS, you recognized the urgency of the situation and risked your life by exiting your boat
and traversed through the river where you were able to free him from where he was trapped; and
WHEREAS, you were able to load him into your boat and return him to shore so that he could be
taken to a local hospital to insure he received immediate medical attention and care; and
WHEREAS, the City of North Augusta is blessed to have such a thoughtful, caring, and
compassionate citizen who was not afraid to risk life and limb to come to the aid of a citizen.
NOW THEREFORE, I, Briton S. Williams, on behalf of the citizens of the City of North Augusta
with sincere and heartfelt gratitude do hereby recognize and honor
Shane Thompson
and call upon all citizens of the City of North Augusta, South Carolina to express their
appreciation to Mr. Thompson for his selfless act of heroism.
IN WITNESS WHEREOF, I have hereunto set my hand and caused the seal of the City of North
Augusta, South Carolina, to be affixed this fifteenth day of July, 2024.
______________________________
Briton S. Williams, Mayor
City of North Augusta
ATTACHMENT #5a Page 1 of 1
ORDINANCE NO. 2024-15
AMENDING ARTICLE 5, USE AND USE CONDITIONS,
OF THE NORTH AUGUSTA DEVELOPMENT CODE,
CHAPTER 18 OF THE CITY OF NORTH AUGUSTA,
SOUTH CAROLINA CODE OF ORDINANCES
WHEREAS, on December 18, 2023, by Ordinance 2023-32, the North Augusta City
Council adopted the North Augusta Development Code and a citywide Zoning Map which is
consistent with the City’s North Augusta 2017 Comprehensive Plan; and
WHEREAS, pursuant to Section 18.11.2 Text Amendments in Article 18, Text
Amendment, of the North Augusta Development Code, any person, property owner, board,
commission, department or the City Council may apply for a change in zoning ordinance text; and
WHEREAS, the North Augusta Planning Commission, following a June 19, 2024 public
hearing, reviewed and considered a request by the Planning Department to amend Article 5, Table
5.1 entitled “Use Matrix” of the North Augusta Development Code to change uses in the Public
Use (P) zoning district to allow Public Non-Profit Clubs and Organizations to be allowed as a
Special Exception. The Planning Commission report has been provided to City Council for
consideration.
WHEREAS, The Mayor and City Council have reviewed the request as well as the report
from the Planning Commission and has determined that the change to the text of the Development
Code is appropriate.
NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND CITY COUNCIL OF
THE CITY OF NORTH AUGUSTA, SOUTH CAROLINA, IN MEETING DULY ASSEMBLED
AND BY THE AUTHORITY THEREOF, THAT:
I. The North Augusta Development Code, Article 5 of The City of North Augusta, South
Carolina Code of Ordinances, Providing for New Zoning and Land Development
Regulations for the City of North Augusta, South Carolina, is hereby amended and shall
read as described in the following section. The section of the Code affected by the
proposed amendment is identified by the section number.
A. Table 5.1 will be amended to allow Public Non-Profit Clubs and Organizations to be
allowed in the Public Use (P) zoning district as a Special Exception.
B. Any other needed formatting will be edited to reflect new page numbers, titles or item
numbering associated with the text changes outlined herein.
II. All other Ordinances or parts of Ordinances in conflict herewith are, to the extent of
such conflict, hereby repealed.
III. This Ordinance shall become effective immediately upon its adoption on second
reading.
ATTACHMENT #6 Page 1 of 2
DONE, RATIFIED AND ADOPTED BY THE MAYOR AND CITY COUNCIL OF THE
CITY OF NORTH AUGUSTA, SOUTH CAROLINA, ON THIS ______ DAY OF JULY, 2024.
First Reading
Briton S. Williams, Mayor
Second Reading
ATTEST:
Jamie Paul, City Clerk
ATTACHMENT #6 Page 2 of 2
ORDINANCE NO. 2024-16
TO AMEND THE ZONING MAP OF THE CITY OF NORTH AUGUSTA,
SOUTH CAROLINA BY REZONING ± 0.25 ACRES OF LAND
OWNED BRIGHAM LIMITED PARTNERSHIP, AIKEN COUNTY TAX PARCEL NO. 007-
16-04-002 FROM R-10, MEDIUM LOT, SINGLE-FAMILY RESIDENTIAL TO GC,
GENERAL COMMERCIAL
WHEREAS, on December 18, 2023, by Ordinance 2023-32, the North Augusta
City Council adopted the North Augusta Development Code and a citywide Zoning Map which is
consistent with the City’s North Augusta 2021 Comprehensive Plan; and
WHEREAS, the property owner, Brigham Limited Partnership has requested the
property be rezoned from R-10, Medium Lot, Single-Family Residential to GC, General
Commercial.
WHEREAS, the North Augusta Planning Commission, following a June 19, 2024
public hearing, reviewed and considered a request by Brigham Limited Partnership to amend the
Official Zoning Map of North Augusta from R-10, Medium Lot, Single-Family Residential to GC,
General Commercial for approximately +0.25 acres consisting of Tax Parcel 007-16-04-002 and
has issued their recommendation. The staff reports and the recommendation of the Planning
Commission have been provided to City Council.
NOW THEREFORE, BE IT ORDAINED BY THE MAYOR AND CITY
COUNCIL OF THE CITY OF NORTH AUGUSTA, SOUTH CAROLINA, IN MEETING DULY
ASSEMBLED AND BY THE AUTHORITY THEREOF, THAT:
I. A parcel consisting of +0.25 acres owned by Brigham Limited Partnership, is hereby
rezoned from R-10, Medium Lot, Single-Family Residential to GC, General
Commercial. Said property is Aiken County tax map parcel # 007-16-04-002 and
specifically identified as Exhibit A attached hereto.
II The Official Zoning Map for the City of North Augusta is hereby amended to reflect
this rezoning.
III. All ordinances or parts of Ordinances in conflict herewith are, to the extent of such
conflict, hereby repealed.
IV. This Ordinance shall become effective immediately upon its adoption on second and
final reading.
ATTACHMENT #7 Page 1 of 3
DONE, RATIFIED AND ADOPTED BY THE MAYOR AND CITY COUNCIL
OF THE CITY OF NORTH AUGUSTA, SOUTH CAROLINA, ON THIS ______ DAY OF
JULY, 2024.
First Reading
Briton S. Williams, Mayor
Second Reading
ATTEST:
Jamie Paul, City Clerk
ATTACHMENT #7 Page 2 of 3
FRAN
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METZ
05010015020025
Feet
Map Key
Zoning
ZONING
R-10 - Medium, Lot
Single-Family
Residential
R-7 - Small Lot, Single-
Family Residential
GC - GeneralCommercial
TC - Thoroughfare
Commercial
PD - Planned
Development
10139 Atomic
Road
10139 Atomic Road
5/23/2024
Path: H:\kbaker\ArcGIS\Rezonings\RZM24-004 Take 5 Oil\RZM24-004 Take 5 Oil.aprx
Exhibit A
Application Number RZM24-004
Tax Parcel Number
007-16-04-002
A request to rezone approx. 0.25 ac
from R-10, Medium Lot, Single-Family Residential to GC, General Commercial ±
Subject Parcel
approx. 0.25 ac to be rezoned
GC, General Commercial
EXHIBIT A
ATTACHMENT #7 Page 3 of 3
RESOLUTION NO. 2024-29
A RESOLUTION TO AUTHORIZE THE CITY TO EXECUTE AND/OR CONSENT TO A
PARTIAL ASSIGNMENT AND ASSUMPTION OF RIGHTS AND OBLIGATIONS UNDER
MASTER DEVELOPMENT AGREEMENT, A PARTIAL ASSIGNMENT AND
ASSUMPTION OF RIGHTS AND OBLIGATIONS UNDER DEVELOPMENT
INDUCEMENT AGREEMENT, AND AN AMENDED AND RESTATED MASTER
PARKING FACILITIES OPERATING AND EASEMENT AGREEMENT JOINDER
WHEREAS, the City of North Augusta, South Carolina (the “City”), Greenstone
Hammond’s Ferry, LLC, a South Carolina limited liability company (the “Master Developer”),
Ackerman Greenstone North Augusta, LLC (the “Hotel Developer”), and GreenJackets Baseball
LLC entered into that certain Master Development Agreement dated March 15, 2017 (as amended
from time to time, the “Master Development Agreement”) and subsequently the Master Developer
and certain Owners (as defined in the Master Development Agreement) entered into amendments
thereto, effective March 15, 2022 and effective March 15, 2023, in each case extending the term
of the Master Development Agreement by one year, and effective March 15, 2024, extending the
term of the Master Development Agreement by sixty (60) days; and
WHEREAS, under the Master Development Agreement, the City designated the Master
Developer as master developer for a mixed-use project in North Augusta, South Carolina now
known as “Riverside Village”; and
WHEREAS, in connection with the execution of the Master Development Agreement, the
City and the Master Developer entered into a Master Parking Facilities Operating and Easement
Agreement dated April 25, 2017 (the “Original Master Parking Agreement”), which was joined
by North Augusta Public Facilities Corporation (“NAPFC”) and the Hotel Developer, pursuant to
separate Joinder Agreements (as defined in the Original Master Parking Agreement), to set forth
certain rights by which parties have access to parking spaces in the respective Parking Facilities
(as defined in the Original Master Parking Agreement) owned, in whole or in part, by Master
Developer (or a Greenstone Entity (as defined in the Original Master Parking Agreement)) and/or
the City and NAPFC, certain rights which Master Developer and the City retained with respect to
and in connection with such Parking Facilities, and certain responsibilities and duties they each
have with respect to said Parking Facilities; and
WHEREAS, in the seven years since the Master Development Agreement and the Original
Master Parking Agreement were entered into by the respective parties, due to changes in market
conditions, the current interest rate environment and the effects of the COVID-19 pandemic,
among other things, the original concepts for the development of Riverside Village have changed
in certain instances and the Master Developer and its joint venture partner, South City Partners,
together with the City, submitted an application through the City’s Planning Commission for
approval by the Planning Commission and the approval by ordinance of the City Council of the
City of certain revisions to the Revised General Development Plan for Hammond’s Ferry Planned
Development, specifically with respect to Phase B thereof to allow for completion of the Riverside
Village portion of the Hammond’s Ferry Planned Development (the “Phase B Revisions”) and,
upon recommendation of the North Augusta Planning Commission, the North Augusta City
Council (“City Council”) enacted Ordinance No. 2024-06 approving the revised General
Development Plan for Hammond’s Ferry Planned Development; and
ATTACHMENT #8 Page 1 of 40
2
WHEREAS, immediately following the enactment of the Phase B Revisions, the City
Council enacted Ordinance No. 2024-08 approving (a) a Fourth Amendment to Master
Development Agreement among the Master Developer, certain other owners of property in
Riverside Village, and the City (the “Fourth Amendment”) for the purpose of extending the term
of the Master Development Agreement and making certain amendments and modifications to the
Master Development Agreement, and providing for the Revised Riverside Village Master Plan (as
defined in the Master Development Agreement) consistent with the Phase B Revisions, all subject
to certain terms and conditions set forth in the Fourth Amendment and (b) the Development
Inducement Agreement among the City, the Master Developer, Sellers (as defined herein) and
certain other owners of property in Riverside Village (the “Development Inducement
Agreement”) providing for certain financial and other inducements to encourage the development
of vacant parcels in Riverside Village; and
WHEREAS, in conjunction with the approval of the Phase B Revisions and the execution
of the Fourth Amendment and the Development Inducement Agreement, the City and the Master
Developer have entered into an Amended and Restated Master Parking Facilities Operating and
Easement Agreement (the “Amended and Restated Master Parking Agreement”) regarding the
use, operation, care and maintenance of the Parking Facilities and other parking facilities and
spaces in Riverside Village in order to update the overall parking arrangements for Riverside
Village and amend and restate the Original Master Parking Agreement; and
WHEREAS, certain affiliates of the Master Developer known as Riverside Village C
Owner, LLC, Riverside Village G Owner, LLC, Riverside Village H Owner, LLC, and Riverside
Village K Owner, LLC, each a South Carolina limited liability company (“Sellers”), and an
affiliate of South City Partners known as SCP North Augusta Owner, LLC, a Georgia limited
liability company (“SCP North Augusta”) have entered into a Purchase and Sale Agreement
providing for the sale by Sellers to SCP North Augusta of certain parcels of real property consisting
of approximately 4.4 acres (of the approximately 35.4 acres comprising the Property as defined in
and subject to the Master Development Agreement and as described on Exhibit B-1 to the Master
Development Agreement) and shown on the Revised Riverside Village Master Plan as Parcels C,
G, H, and K (the “Acquired Parcels”) located in Aiken County, North Augusta, South Carolina;
and
WHEREAS, in connection with the purchase of the Acquired Parcels, SCP North Augusta
desires to enter into (a) that certain Partial Assignment and Assumption of Rights and Obligations
under Master Development Agreement with the Master Developer and the Sellers (the “SCP MDA
Partial Assignment”), such SCP MDA Partial Assignment to be acknowledged and consented to
by the City, all in order to provide for the assignment and assumption of certain rights and
obligations under the Master Development Agreement to and by SCP, and (b)that certain Partial
Assignment and Assumption of Rights and Obligations Under Development Inducement
Agreement with the Master Developer and the Sellers (the “SCP DIA Partial Assignment”), such
SCP DIA Partial Assignment to be acknowledged and consented to by the City, all in order to
provide for the assignment and assumption of certain rights and obligations under the Development
Inducement Agreement to and by SCP and (c) that certain Amended and Restated Master Parking
Facilities Operating and Easement Agreement Joinder with the Master Developer, the City and
NAPFC (the “SCP Joinder”), to allow SCP North Augusta to be subject to and receive the benefits
of the Amended and Restated Master Parking Agreement; and
ATTACHMENT #8 Page 2 of 40
3
WHEREAS, the City Council has received and reviewed the SCP MDA Partial
Assignment, the SCP DIA Partial Assignment, and the SCP Joinder, each as negotiated among the
parties and each of which is each attached hereto, marked Exhibit A, Exhibit B, and Exhibit C,
respectively, and incorporated by reference; and
WHEREAS, pursuant to the requirements of the Master Development Agreement, the
Mayor and the City Administrator have reviewed the SCP MDA Partial Assignment, the SCP DIA
Partial Assignment, and the SCP Joinder specifically in relation to terms contained within the
Master Development Agreement; and
WHEREAS, the City has determined that the SCP MDA Partial Assignment, the SCP DIA
Partial Assignment, and the SCP Joinder will continue to allow the City to fulfill obligations under
the terms of the Master Development Agreement and that it is in the best interest of the City to
enter into the SCP MDA Partial Assignment, the SCP DIA Partial Assignment, and the SCP
Joinder.
NOW, THEREFORE, BE IT RESOLVED by the Mayor and City Council of the City of
North Augusta, in meeting duly assembled and by the authority thereof, that:
1. The City approves (i) the SCP MDA Partial Assignment attached hereto as
Exhibit A, (ii) the SCP DIA Partial Assignment attached hereto as Exhibit
B, and (iii) the SCP Joinder attached hereto as Exhibit C.
2. That the Mayor and the City Administrator, or either one of them, is
authorized to execute the SCP MDA Partial Assignment, the SCP DIA
Partial Assignment, and the SCP Joinder on behalf of the City, with such
changes as the same shall determine necessary prior to execution, but that
are consistent with this Resolution.
DONE, RATIFIED AND ADOPTED BY THE MAYOR AND CITY COUNCIL OF THE
CITY OF NORTH AUGUSTA, SOUTH CAROLINA, ON THIS THE 15TH DAY OF JULY 2024.
Briton S. Williams, Mayor
ATTEST:
Jamie Paul, City Clerk
ATTACHMENT #8 Page 3 of 40
Exhibit A
SCP MDA Partial Assignment
ATTACHMENT #8 Page 4 of 40
STATE OF SOUTH CAROLINA ) PARTIAL ASSIGNMENT AND
) ASSUMPTION OF RIGHTS AND
COUNTY OF AIKEN ) OBLIGATIONS UNDER
) MASTER DEVELOPMENT AGREEMENT
THIS PARTIAL ASSIGNMENT AND ASSUMPTION OF RIGHTS AND
OBLIGATIONS UNDER MASTER DEVELOPMENT AGREEMENT (this “Assignment”)
is dated as of the ___ day of July 2024 (the “Effective Date”), by and among GREENSTONE
HAMMOND’S FERRY, LLC, a South Carolina limited liability company (“Assignor”),
RIVERSIDE VILLAGE C OWNER, LLC, a South Carolina limited liability company,
RIVERSIDE VILLAGE G OWNER, LLC, a South Carolina limited liability company,
RIVERSIDE VILLAGE H OWNER, LLC, a South Carolina limited liability company,
RIVERSIDE VILLAGE K OWNER, LLC, a South Carolina limited liability company (each of
the four aforementioned limited liability companies is referred to herein as a “Seller” and are
referred to collectively herein as the “Sellers”), SCP NORTH AUGUSTA OWNER, LLC, a
Georgia limited liability company (“Assignee”) and acknowledged and consented to by the CITY
OF NORTH AUGUSTA, SOUTH CAROLINA (the “City”).
RECITALS
WHEREAS, on or about April 15, 2017, Greenjackets Baseball LLC, a limited liability
company organized under the laws of the State of Georgia, Ackerman Greenstone North Augusta,
LLC, a limited liability company organized under the laws of the State of Georgia, Assignor, and
the City entered into a Master Development Agreement (such agreement, together with all
amendments thereto, is referred to herein as the “Development Agreement”), incident to the future
development of certain real property generally known and described as “Riverside Village”
(formerly known as Ballpark Village), which project is generally as shown on the master plan (the
“Revised Riverside Village Master Plan”), all subject to the terms and conditions of the
Development Agreement, which Development Agreement was recorded in the Office of the Clerk
of Court for Aiken County, South Carolina, in Book RB 4654 at Pages 723 through 821; and
WHEREAS, the Development Agreement in Section 6.06 and Section 18.17 contains
certain provisions regarding assignment of rights and interests under the Development Agreement,
which include the provision of a written notice of assignment to the City by the Master Developer,
Owners, Developers or Developer Assignees (each as defined in the Development Agreement);
and
WHEREAS, effective as of November 2, 2023, Sellers and Assignee, as successor by
assignment from SCP Acquisitions, LLC, a Georgia limited liability company, entered into a
Purchase and Sale Agreement providing for the sale by Sellers to Assignee of certain parcels of
real property consisting of approximately 4.4 acres (of the approximately 35.4 acres comprising
the Property as defined in and subject to the Development Agreement and as described on Exhibit
B-1 to the Development Agreement) and shown on the Revised Riverside Village Master Plan as
Parcels C, G, H, and K (the “Acquired Parcels”) located in Aiken County, North Augusta, South
Carolina and more fully described on Exhibit A attached hereto and incorporated herein by this
reference; and
ATTACHMENT #8 Page 5 of 40
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WHEREAS, as an integral part of the conveyance of a portion of the Acquired Parcels by
Sellers to Assignee, it is the desire and intention of Assignor and Sellers to assign to Assignee, and
it is the desire and intention of Assignee to assume certain rights, privileges and obligations under
the terms of the Development Agreement applicable to the Acquired Parcels, thus necessitating
the preparation and execution of this Assignment.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy
whereof is herewith acknowledged, the parties hereby agree as follows, to wit:
1. Partial Assignment and Assumption of Rights, Privileges and Obligations
Applicable to the Acquired Parcels Pursuant to the Development Agreement and Hammond’s
Ferry Planned Development. Assignor and Sellers do hereby transfer, assign, convey and deliver
unto Assignee, its successors and assigns, all of Assignor’s and Sellers’ rights, privileges and
obligations as described in the Development Agreement and the General Development Plan as
defined and described therein to develop the Acquired Parcels in accordance with the Revised
Riverside Village Master Plan and the General Development Plan. Assignee hereby assumes and
agrees to perform all of Assignor’s and Sellers’ rights, privileges and obligations as described in
the Development Agreement applicable to the Acquired Parcels, to the extent arising from and
after the date hereof. Assignee acknowledges receipt of the Development Agreement and all
Exhibits thereto and agrees to be bound by the terms thereof and to develop the Acquired Parcels
in accordance with such terms. In addition, Assignee assumes the obligations to pay any and all
fees identified in Sections 9.03, 11.06, 12.01 and any other applicable Sections of the
Development Agreement as they relate to the Acquired Parcels and arise from and after the date
hereof. The rights and obligations hereby assigned and assumed shall be covenants running with
the land, binding upon the parties hereto and their successors and assigns.
2. Enumeration of Specific Rights, Privileges and Obligations Being Assigned and
Assumed. For purposes of illustration only, and not as a limitation on the blanket assignment and
assumption effectuated by Paragraph 1 above, Assignor and Sellers hereby assign and Assignee
hereby assumes and agrees to perform and be bound by the following:
(a) Assignor and Sellers assign and do hereby transfer to Assignee all of Assignor’s
and Sellers’ rights, title and interest to develop the Acquired Parcels in
accordance with the Revised Riverside Village Master Plan and the General
Development Plan;
(b) Assignee assumes the obligation to pay any fees identified in Sections 9.03,
11.06, 12.01 and any other applicable Sections of the Development Agreement,
as they relate to the Acquired Parcels to the extent arising from and after the
date hereof.
3. Estoppel Certificate. Pursuant to Section 18.13 of the Development Agreement, the
City and Assignor and Sellers hereby certify the following, to wit:
(a) that the Development Agreement is in full force and effect;
ATTACHMENT #8 Page 6 of 40
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(b) that the Development Agreement has not been amended or modified, or if so
amended, the amendments are identified as being (i) a First Amendment to
Master Development Agreement dated March 15, 2022, (ii) a Second
Amendment to Master Development Agreement dated March 15, 2023, (iii) a
Third Amendment to Master Development Agreement dated March 15, 2024,
and (iv) a Fourth Amendment to Master Development Agreement dated as of
May 1, 2024;
(c) that, to the knowledge of City and Assignor and Sellers, all parties to the
Development Agreement are in full compliance with all obligations thereunder
as of the date hereof;
(d) that, to the knowledge of City and Assignor and Sellers, no event has occurred
or failed to occur which, with the passage of time or the giving of notice, or
both, would constitute an event of default under the terms of the Development
Agreement; and
(e) that, by its execution hereof, the City confirms that this Assignment shall serve
as the requisite notice under the provisions of Section 6.06 and Section 18.17
of the Development Agreement of transfer of the Acquired Parcels and hereby
consents to the terms of this Assignment and agrees, that with respect to any
obligations assigned by Assignor and Sellers to Assignee and assumed by
Assignee hereunder, the City shall look solely to Assignee, not to Assignor or
Sellers, for performance of such obligations and enforcement thereof by the
City.
4. Default and Enforcement of Provisions. As provided in Article XV of the
Development Agreement and as herein provided, upon the failure of Assignor, Sellers, Assignee
or the City to comply with the terms of the Development Agreement and this Assignment incident
to the Acquired Parcels, one or more of the non-defaulting parties may pursue any and all legal
or equitable remedies, including specific performance, against the defaulting party.
5. Indemnification.
(a) Assignee agrees to indemnify, defend and hold harmless Assignor and Sellers,
its agents, principals, successors and assigns, and their affiliates from and
against all losses, costs, damages or other matters arising out of any breach by
Assignee of the Development Agreement from and after the date hereof.
(b) Assignor and Sellers jointly agree to indemnify, defend and hold harmless
Assignee, its agents, principals, successors and assigns, and their affiliates from
and against all losses, costs, damages or other matters arising out of any breach
by Assignor or Sellers of the Development Agreement prior to the date hereof
6. Notices. Any notice, demand, request, consent, approval or communication among
any of the parties hereto or the City shall be in writing and shall be delivered or addressed as
provided under Section 18.08 of the Development Agreement and shall be addressed as follows:
ATTACHMENT #8 Page 7 of 40
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As to Assignee: c/o South City Partners, LLC
3715 Northside Parkway, Suite I-310
Atlanta, Georgia 30327
Attention: John W. Long
jlong@southcitypartners.com
with copy to: Morris, Manning & Martin, LLP
3343 Peachtree Road, NE, Suite 1600
Atlanta, Georgia 30326
Attention: Lee Lyman, Esq.
llyman@mmmlaw.com
As to Assignor
and/or Sellers: Greenstone Hammonds Ferry, LLC
Riverside Village C Owner, LLC
Riverside Village G Owner, LLC
Riverside Village H Owner, LLC
Riverside Village K Owner, LLC
3560 Lenox Road, Suite 1475
Atlanta, Georgia 30326
Attn: Chris Schoen
cschoen@greenstone-properties.com
with a copy to: F. Donald Nelms, Jr., Esq.
3560 Lenox Road, Suite 1475
Atlanta, Georgia 30326
don@dnelmslaw.com
As to the City: City of North Augusta
Municipal Building
100 Georgia Avenue
North Augusta, South Carolina 29841
Attn: City Administrator
with a copy to: Kelly Zier, Esq.
602 West Avenue
North Augusta, South Carolina 29841
Kzier@zierlawfirm.com
7. Binding Effect. This Assignment shall inure to the benefit of and be binding upon
the respective parties hereto, their successors and assigns.
8. Governing Law. The within Assignment shall be interpreted and construed and
conform to the laws of the State of South Carolina.
ATTACHMENT #8 Page 8 of 40
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9. Reaffirmation of Terms. All other terms, conditions, rights and privileges contained
in the Development Agreement not specifically referenced herein shall remain in full force and
effect and binding upon the parties hereto and their successors and assigns.
10. Successors and Assigns. This Assignment shall be binding upon and inure to the
benefit of the parties, and their successors and assigns, and the provisions hereof may not be
modified without the written approval and consent of all parties hereto.
11. Counterparts. This Assignment may be executed in several counterparts, each of
which shall be an original and all of which shall constitute one and the same instrument.
[SIGNATURE PAGE(S) BEGIN ON THE FOLLOW PAGE]
ATTACHMENT #8 Page 9 of 40
-6-
IN WITNESS WHEREOF, the parties have caused this Assignment to be duly executed
as of the Effective Date.
Signed, sealed and delivered
in the presence of:
ASSIGNEE:
SCP NORTH AUGUSTA OWNER, LLC
By: __________________________________
By:
Witness Name:
Its:
Witness
STATE OF SOUTH CAROLINA )
) ACKNOWLEDGEMENT
COUNTY OF _________________ )
I, the undersigned Notary Public for ____________, do hereby certify that
________________________, as _______________________ of SCP North Augusta Owner,
LLC, a Georgia limited liability company, personally appeared before me this day and, in the
presence of the two witnesses above named, acknowledged the due execution of the foregoing
instrument.
Witness my hand and seal this _____ day of _________________, 2024.
Notary Public for South Carolina
My commission expires:
ATTACHMENT #8 Page 10 of 40
-7-
Signed, sealed and delivered
in the presence of:
ASSIGNOR:
GREENSTONE HAMMOND’S FERRY,
LLC, a South Carolina limited liability
company
By:
Witness Christian B. Schoen, Manager
Witness
STATE OF ___________________ )
) ACKNOWLEDGEMENT
COUNTY OF _________________ )
I, the undersigned Notary Public for South Carolina, do hereby certify that Christian B.
Schoen, as Manager of Greenstone Hammond’s Ferry, LLC, a South Carolina limited liability
company, personally appeared before me this day and, in the presence of the two witnesses above
named, acknowledged the due execution of the foregoing instrument.
Witness my hand and seal this _____ day of ______________________, 2024.
Notary Public for ______________________
My commission expires:
ATTACHMENT #8 Page 11 of 40
-8-
Signed, sealed and delivered
in the presence of:
SELLER:
RIVERSIDE VILLAGE C OWNER, LLC, a
South Carolina limited liability company
By:
Witness Christian B. Schoen, Manager
Witness
STATE OF ___________________ )
) ACKNOWLEDGEMENT
COUNTY OF _________________ )
I, the undersigned Notary Public for South Carolina, do hereby certify that Christian B.
Schoen, as Manager of Riverside Village C Owner, LLC, a South Carolina limited liability
company, personally appeared before me this day and, in the presence of the two witnesses above
named, acknowledged the due execution of the foregoing instrument.
Witness my hand and seal this _____ day of ______________________, 2024.
Notary Public for ______________________
My commission expires:
ATTACHMENT #8 Page 12 of 40
-9-
Signed, sealed and delivered
in the presence of:
SELLER:
RIVERSIDE VILLAGE G OWNER, LLC, a
South Carolina limited liability company
By:
Witness Christian B. Schoen, Manager
Witness
STATE OF ___________________ )
) ACKNOWLEDGEMENT
COUNTY OF _________________ )
I, the undersigned Notary Public for South Carolina, do hereby certify that Christian B.
Schoen, as Manager of Riverside Village G Owner, LLC, a South Carolina limited liability
company, personally appeared before me this day and, in the presence of the two witnesses above
named, acknowledged the due execution of the foregoing instrument.
Witness my hand and seal this _____ day of ______________________, 2024.
Notary Public for ______________________
My commission expires:
ATTACHMENT #8 Page 13 of 40
-10-
Signed, sealed and delivered
in the presence of:
SELLER:
RIVERSIDE VILLAGE H OWNER, LLC, a
South Carolina limited liability company
By:
Witness Christian B. Schoen, Manager
Witness
STATE OF ___________________ )
) ACKNOWLEDGEMENT
COUNTY OF _________________ )
I, the undersigned Notary Public for South Carolina, do hereby certify that Christian B.
Schoen, as Manager of Riverside Village H Owner, LLC, a South Carolina limited liability
company, personally appeared before me this day and, in the presence of the two witnesses above
named, acknowledged the due execution of the foregoing instrument.
Witness my hand and seal this _____ day of ______________________, 2024.
Notary Public for ______________________
My commission expires:
ATTACHMENT #8 Page 14 of 40
-11-
Signed, sealed and delivered
in the presence of:
SELLER:
RIVERSIDE VILLAGE K OWNER, LLC, a
South Carolina limited liability company
By:
Witness Christian B. Schoen, Manager
Witness
STATE OF ___________________ )
) ACKNOWLEDGEMENT
COUNTY OF _________________ )
I, the undersigned Notary Public for South Carolina, do hereby certify that Christian B.
Schoen, as Manager of Riverside Village K Owner, LLC, a South Carolina limited liability
company, personally appeared before me this day and, in the presence of the two witnesses above
named, acknowledged the due execution of the foregoing instrument.
Witness my hand and seal this _____ day of ______________________, 2024.
Notary Public for ______________________
My commission expires:
ATTACHMENT #8 Page 15 of 40
-12-
The undersigned Briton S. Williams, as Mayor of the City of North Augusta, South
Carolina and Jamie Paul, as City Clerk, hereby acknowledge receipt of this Assignment on behalf
of the City of North Augusta, South Carolina, as of this ______ day of July 2024.
Signed, sealed and delivered
in the presence of:
CITY OF NORTH AUGUSTA, SOUTH
CAROLINA
By:
Witness Briton S. Williams
Mayor
Witness
By:
Witness Jamie Paul
City Clerk
Witness
STATE OF SOUTH CAROLINA )
) ACKNOWLEDGEMENT
COUNTY OF AIKEN )
I, the undersigned Notary Public for South Carolina, do hereby certify that Briton S.
Williams, as Mayor and Jamie Paul, as City Clerk, respectively, of the City of North Augusta,
South Carolina, personally appeared before me this day and, in the presence of the two witnesses
above named, acknowledged the due execution of the foregoing instrument.
Witness my hand and seal this _____ day of __________________, 2024.
Notary Public for South Carolina
My commission expires:
ATTACHMENT #8 Page 16 of 40
EXHIBIT A
[LEGAL DESCRIPTIONS OF ACQUIRED PARCELS]
ATTACHMENT #8 Page 17 of 40
Exhibit B
SCP DIA Partial Assignment
ATTACHMENT #8 Page 18 of 40
PARTIAL ASSIGNMENT AND ASSUMPTION OF RIGHTS AND OBLIGATIONS
UNDER DEVELOPMENT INDUCEMENT AGREEMENT
THIS PARTIAL ASSIGNMENT AND ASSUMPTION OF RIGHTS AND
OBLIGATIONS UNDER DEVELOPMENT INDUCEMENT AGREEMENT (this
“Assignment”), is dated as of July ___, 2024 (the “Effective Date”) by and among
GREENSTONE HAMMOND’S FERRY, LLC, a South Carolina limited liability company (the
“Master Developer”), RIVERSIDE VILLAGE C OWNER, LLC, a South Carolina limited
liability company, RIVERSIDE VILLAGE G OWNER, LLC, a South Carolina limited liability
company, RIVERSIDE VILLAGE H OWNER, LLC, a South Carolina limited liability
company, RIVERSIDE VILLAGE K OWNER, LLC, a South Carolina limited liability
company (each of the four aforementioned limited liability companies is referred to herein as a
“Mixed Use Developer” and are referred to collectively herein as the “Mixed Use Developers”;
the Mixed Use Developers and the Master Developer are referred to herein as the “Assignor”),
SCP NORTH AUGUSTA OWNER, LLC, a Georgia limited liability company (“Assignee”),
and acknowledged and consented to by the CITY OF NORTH AUGUSTA, SOUTH
CAROLINA (the “City”).
RECITALS
WHEREAS, on or about April 15, 2017, Greenjackets Baseball LLC, a limited liability
company organized under the laws of the State of Georgia, Ackerman Greenstone North Augusta,
LLC, a limited liability company organized under the laws of the State of Georgia (the “Hotel
Developer”), Assignor, and the City entered into a Master Development Agreement (such
agreement, together with all amendments thereto, is referred to herein as the “Development
Agreement”), incident to the future development of certain real property generally known and
described as “Riverside Village” (formerly known as Ballpark Village), which project is generally
as shown on the master plan (the “Revised Riverside Village Master Plan”) attached hereto as
Exhibit A and by this reference incorporated herein, all subject to the terms and conditions of the
Development Agreement, which Development Agreement was recorded in the Office of the Clerk
of Court for Aiken County, South Carolina, in Book RB 4654 at Pages 723 through 821; and
WHEREAS, in furtherance of the intentions set forth in the Development Agreement, the
City determined that development of Riverside Village in accordance with the Revised Riverside
Village Master Plan will provide significant tangible and intangible benefits to the public and
therefore the City agreed to make certain grants available to the Master Developer and the Mixed
Use Developers in accordance with that certain Development Inducement Agreement by and
among the Master Developer, the Mixed Use Developers, certain other Owner’s party thereto, and
the City, dated as of May 1, 2024 (the “Development Inducement Agreement”); and
WHEREAS, effective as of November 2, 2023, the Mixed Use Developers and Assignee,
as successor by assignment from SCP Acquisitions, LLC, a Georgia limited liability company,
entered into a Purchase and Sale Agreement providing for the sale by Mixed Use Developers to
Assignee of certain parcels of real property consisting of approximately 4.4 acres (of the
approximately 35.4 acres comprising the Property as defined in and subject to the Master
ATTACHMENT #8 Page 19 of 40
2
Development Agreement and as described on Exhibit B-1 to the Development Agreement) and
shown on the Revised Riverside Village Master Plan as Parcels C, G, H, and K (the “Acquired
Parcels”) located in Aiken County, North Augusta, South Carolina and more fully described on
Exhibit A attached hereto and incorporated herein by this reference; and
WHEREAS, as an integral part of the conveyance of a portion of the Acquired Parcels by
Mixed Use Developers to Assignee, it is the desire and intention of Assignor to assign to Assignee,
and it is the desire and intention of Assignee to assume certain rights, privileges and obligations
under the terms of the Development Inducement Agreement applicable to the Acquired Parcels,
thus necessitating the preparation and execution of this Assignment.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy
whereof is herewith acknowledged, the parties hereby agree as follows, to wit:
1. Partial Assignment and Assumption of Rights, Privileges and Obligations
Applicable to the Acquired Parcels Pursuant to the Development Inducement Agreement.
Assignor does hereby transfer, assign, convey and deliver unto Assignee, its successors and
assigns, all of Assignor’s rights, privileges and obligations as described in the Development
Inducement Agreement with respect to the Acquired Parcels. Assignee hereby assumes and
agrees to perform all of Assignor’s rights, privileges and obligations as described in the
Development Inducement Agreement applicable to the Acquired Parcels, to the extent arising
from and after the date hereof. Assignee acknowledges receipt of the Development Inducement
Agreement and all Exhibits thereto and agrees to be bound by the terms thereof and to develop
the Acquired Parcels in accordance with such terms. The rights and obligations hereby assigned
and assumed shall be covenants running with the land, binding upon the parties hereto and their
successors and assigns.
2. Estoppel Certificate. The City and Assignor hereby certify the following, to wit:
(a) that the Development Inducement Agreement is in full force and effect;
(b) that the Development Inducement Agreement has not been amended or
modified;
(c) that, to the knowledge of City and Assignor, all parties to the Development
Inducement Agreement are in full compliance with all obligations thereunder
as of the date hereof;
(d) that, to the knowledge of City and Assignor, no event has occurred or failed to
occur which, with the passage of time or the giving of notice, or both, would
constitute an event of default under the terms of the Development Inducement
Agreement; and
(e) that, by its execution hereof, the City hereby consents to the terms of this
Assignment and agrees, that with respect to any obligations assigned by
Assignor to Assignee and assumed by Assignee hereunder, the City shall look
ATTACHMENT #8 Page 20 of 40
3
solely to Assignee, not to Assignor, for performance of such obligations and
enforcement thereof by the City.
3. Default and Enforcement of Provisions. Upon the failure of Assignor, Assignee or
the City to comply with the terms of the Development Inducement Agreement and this
Assignment incident to the Acquired Parcels, one or more of the non-defaulting parties may
pursue the remedies set forth in Section 4 of the Development Inducement Agreement.
Notwithstanding the foregoing, the City, Assignor and Assignee acknowledge and agree that the
grant payments payable under Section 2(a) of the Development Inducement Agreement are
specific to each Phase B Parcel, so that performance by any Phase B Parcel Owner of its
obligations under Section 2(a) in order to entitle it to receipt of the grant provided in such Section
is not dependent on performance by any other Phase B Parcel Owner. For avoidance of doubt
and by example, if the Owner of Parcel D meets the requirements for the grant payments
attributable to Parcel D as set forth in Section 2(a), but the Owner of any other Parcel does not,
the Owner of Parcel D will still be entitled to its grant payment under Section 2(a). Similarly, the
right of the City to terminate the Development Inducement Agreement under Section 4(c) of the
Development Inducement Agreement due to a default by a Phase B Parcel Owner shall not, in
and of itself, terminate the right of any other Phase B Parcel Owner to receive the grant provided
in Section 2(a) of the Development Inducement Agreement if such other Phase B Parcel Owner
satisfies the conditions for such grant.
4. Indemnification.
(a) Assignee agrees to indemnify, defend and hold harmless Assignor, its agents,
principals, successors and assigns, and their affiliates from and against all
losses, costs, damages or other matters arising out of any breach by Assignee
of the Development Inducement Agreement from and after the date hereof.
(b) Assignor agrees to indemnify, defend and hold harmless Assignee, its agents,
principals, successors and assigns, and their affiliates from and against all
losses, costs, damages or other matters arising out of any breach by Assignor of
the Development Inducement Agreement prior to the date hereof.
5. Notices. Any notice, demand, request, consent, approval or communication among
any of the parties hereto or the City shall be in writing and shall be delivered or addressed as
provided under Section 5 of the Development Inducement Agreement and shall be addressed as
follows:
As to Assignee: c/o South City Partners, LLC
3715 Northside Parkway, Suite I-310
Atlanta, Georgia 30327
Attention: John W. Long
jlong@southcitypartners.com
with copy to: Morris, Manning & Martin, LLP
3343 Peachtree Road, NE, Suite 1600
ATTACHMENT #8 Page 21 of 40
4
Atlanta, Georgia 30326
Attention: Lee Lyman, Esq.
llyman@mmmlaw.com
As to Assignor: Greenstone Hammonds Ferry, LLC
Riverside Village C Owner, LLC
Riverside Village G Owner, LLC
Riverside Village H Owner, LLC
Riverside Village K Owner, LLC
3560 Lenox Road, Suite 1475
Atlanta, Georgia 30326
Attn: Chris Schoen
cschoen@greenstone-properties.com
with a copy to: F. Donald Nelms, Jr., Esq.
3560 Lenox Road, Suite 1475
Atlanta, Georgia 30326
don@dnelmslaw.com
As to the City: City of North Augusta
Municipal Building
100 Georgia Avenue
North Augusta, South Carolina 29841
Attn: City Administrator
with a copy to: Kelly Zier, Esq.
602 West Avenue
North Augusta, South Carolina 29841
Kzier@zierlawfirm.com
6. Binding Effect. This Assignment shall inure to the benefit of and be binding upon
the respective parties hereto, their successors and assigns.
7. Governing Law. This Assignment shall be interpreted and construed and conform
to the laws of the State of South Carolina.
8. Successors and Assigns. This Assignment shall be binding upon and inure to the
benefit of the parties, and their successors and assigns, and the provisions hereof may not be
modified without the written approval and consent of all parties hereto.
9. Counterparts. This Assignment may be executed in several counterparts, each of
which shall be an original and all of which shall constitute one and the same instrument.
[SIGNATURE PAGE(S) BEGIN ON THE FOLLOW PAGE]
ATTACHMENT #8 Page 22 of 40
5
IN WITNESS WHEREOF, the parties have caused this Assignment to be duly executed
as of the Effective Date.
Signed, sealed and delivered
in the presence of:
ASSIGNEE:
SCP NORTH AUGUSTA OWNER, LLC
By: __________________________________
By:
Witness Name:
Its:
Witness
STATE OF SOUTH CAROLINA )
) ACKNOWLEDGEMENT
COUNTY OF _________________ )
I, the undersigned Notary Public for ____________, do hereby certify that
________________________, as _______________________ of SCP North Augusta Owner,
LLC, a Georgia limited liability company, personally appeared before me this day and, in the
presence of the two witnesses above named, acknowledged the due execution of the foregoing
instrument.
Witness my hand and seal this _____ day of _________________, 2024.
Notary Public for South Carolina
My commission expires:
ATTACHMENT #8 Page 23 of 40
6
Signed, sealed and delivered
in the presence of:
ASSIGNOR:
GREENSTONE HAMMOND’S FERRY,
LLC, a South Carolina limited liability
company
By:
Witness Christian B. Schoen, Manager
Witness
STATE OF ___________________ )
) ACKNOWLEDGEMENT
COUNTY OF _________________ )
I, the undersigned Notary Public for South Carolina, do hereby certify that Christian B.
Schoen, as Manager of Greenstone Hammond’s Ferry, LLC, a South Carolina limited liability
company, personally appeared before me this day and, in the presence of the two witnesses
above named, acknowledged the due execution of the foregoing instrument.
Witness my hand and seal this _____ day of ______________________, 2024.
Notary Public for ______________________
My commission expires:
ATTACHMENT #8 Page 24 of 40
7
Signed, sealed and delivered
in the presence of:
RIVERSIDE VILLAGE C OWNER, LLC, a
South Carolina limited liability company
By:
Witness Christian B. Schoen, Manager
Witness
STATE OF ___________________ )
) ACKNOWLEDGEMENT
COUNTY OF _________________ )
I, the undersigned Notary Public for South Carolina, do hereby certify that Christian B.
Schoen, as Manager of Riverside Village C Owner, LLC, a South Carolina limited liability
company, personally appeared before me this day and, in the presence of the two witnesses
above named, acknowledged the due execution of the foregoing instrument.
Witness my hand and seal this _____ day of ______________________, 2024.
Notary Public for ______________________
My commission expires:
ATTACHMENT #8 Page 25 of 40
8
Signed, sealed and delivered
in the presence of:
RIVERSIDE VILLAGE G OWNER, LLC, a
South Carolina limited liability company
By:
Witness Christian B. Schoen, Manager
Witness
STATE OF ___________________ )
) ACKNOWLEDGEMENT
COUNTY OF _________________ )
I, the undersigned Notary Public for South Carolina, do hereby certify that Christian B.
Schoen, as Manager of Riverside Village G Owner, LLC, a South Carolina limited liability
company, personally appeared before me this day and, in the presence of the two witnesses
above named, acknowledged the due execution of the foregoing instrument.
Witness my hand and seal this _____ day of ______________________, 2024.
Notary Public for ______________________
My commission expires:
ATTACHMENT #8 Page 26 of 40
9
Signed, sealed and delivered
in the presence of:
RIVERSIDE VILLAGE H OWNER, LLC, a
South Carolina limited liability company
By:
Witness Christian B. Schoen, Manager
Witness
STATE OF ___________________ )
) ACKNOWLEDGEMENT
COUNTY OF _________________ )
I, the undersigned Notary Public for South Carolina, do hereby certify that Christian B.
Schoen, as Manager of Riverside Village H Owner, LLC, a South Carolina limited liability
company, personally appeared before me this day and, in the presence of the two witnesses
above named, acknowledged the due execution of the foregoing instrument.
Witness my hand and seal this _____ day of ______________________, 2024.
Notary Public for ______________________
My commission expires:
ATTACHMENT #8 Page 27 of 40
10
Signed, sealed and delivered
in the presence of:
RIVERSIDE VILLAGE K OWNER, LLC, a
South Carolina limited liability company
By:
Witness Christian B. Schoen, Manager
Witness
STATE OF ___________________ )
) ACKNOWLEDGEMENT
COUNTY OF _________________ )
I, the undersigned Notary Public for South Carolina, do hereby certify that Christian B.
Schoen, as Manager of Riverside Village K Owner, LLC, a South Carolina limited liability
company, personally appeared before me this day and, in the presence of the two witnesses
above named, acknowledged the due execution of the foregoing instrument.
Witness my hand and seal this _____ day of ______________________, 2024.
Notary Public for ______________________
My commission expires:
ATTACHMENT #8 Page 28 of 40
11
The undersigned Briton S. Williams, as Mayor of the City of North Augusta, South
Carolina and Jamie Paul, as City Clerk, hereby acknowledge receipt of this Assignment on
behalf of the City of North Augusta, South Carolina, as of this ______ day of July 2024.
Signed, sealed and delivered
in the presence of:
CITY OF NORTH AUGUSTA, SOUTH
CAROLINA
By:
Witness Briton S. Williams
Mayor
Witness
By:
Witness Jamie Paul
City Clerk
Witness
STATE OF SOUTH CAROLINA )
) ACKNOWLEDGEMENT
COUNTY OF AIKEN )
I, the undersigned Notary Public for South Carolina, do hereby certify that Briton S.
Williams, as Mayor and Jamie Paul, as City Clerk, respectively, of the City of North Augusta,
South Carolina, personally appeared before me this day and, in the presence of the two
witnesses above named, acknowledged the due execution of the foregoing instrument.
Witness my hand and seal this _____ day of __________________, 2024.
Notary Public for South Carolina
My commission expires:
ATTACHMENT #8 Page 29 of 40
12
EXHIBIT A
[LEGAL DESCRIPTIONS OF ACQUIRED PARCELS]
ATTACHMENT #8 Page 30 of 40
Exhibit C
SCP Joinder
ATTACHMENT #8 Page 31 of 40
Cross Reference:
Book RB ___, Page ___
Aiken County, South Carolina records.
AMENDED AND RESTATED MASTER PARKING FACILITIES OPERATING
AND EASEMENT AGREEMENT JOINDER
This Amended and Restated Master Parking Facilities Operating and Easement Agreement
Joinder (this “Joinder”) is made and entered into as of the ____ day of July 2024, by and among
SCP NORTH AUGUSTA OWNER, LLC, a Georgia limited liability company ( “SCP North
Augusta”), GREENSTONE HAMMOND’S FERRY, LLC, a South Carolina limited liability
company (the “Master Developer”), the CITY OF NORTH AUGUSTA, SOUTH CAROLINA
(the “City”) and NORTH AUGUSTA PUBLIC FACILITIES CORPORATION, a South
Carolina non-profit corporation (the “Corporation”).
RECITALS
WHEREAS, the City, the Master Developer, Ackerman Greenstone North Augusta, LLC
(the “Hotel Developer”), and GreenJackets Baseball LLC entered into that certain Master
Development Agreement dated March 15, 2017 (as amended from time to time, the “Master
Development Agreement”) and subsequently the Master Developer and certain Owners (as defined
in the Master Development Agreement) entered into amendments thereto, (1) effective March 15,
2022 and (2) effective March 15, 2023, in each case extending the term of the Master Development
Agreement by one year, (3) effective March 15, 2024, extending the term of the Master
Development Agreement by sixty (60) days, and (4) effective as of May 1, 2024, (a) extending the
term of the Master Development Agreement through March 15, 2028, (b) revising the Master Plan
for Riverside Village (defined herein) to modify uses of certain parcels of land in Riverside
Village, (c) modifying certain Exhibits to the Master Development Agreement, (d) providing for
certain incentives to further development of Riverside Village, and (e) providing for certain
conditions to continuing effectiveness of the Fourth Amendment (as defined herein) and the Master
Development Agreement; and
WHEREAS, under the Master Development Agreement, the City designated the Master
Developer as master developer for a mixed-use project in North Augusta, South Carolina now
known as “Riverside Village”; and
WHEREAS, in connection with the execution of the Master Development Agreement, the
City and the Master Developer entered into a Master Parking Facilities Operating and Easement
Agreement dated April 25, 2017 (the “Original Master Parking Agreement”), which was joined
by the Corporation and the Hotel Developer, pursuant to separate Joinder Agreements (as defined
in the Original Master Parking Agreement), to set forth certain rights by which parties have access
to parking spaces in the respective Parking Facilities (as defined in the Original Master Parking
Agreement) owned, in whole or in part, by Master Developer (or a Greenstone Entity (as defined
ATTACHMENT #8 Page 32 of 40
-2-
in the Original Master Parking Agreement)) and/or the City and the Corporation, certain rights
which Master Developer and the City retained with respect to and in connection with such Parking
Facilities, and certain responsibilities and duties they each have with respect to said Parking
Facilities; and
WHEREAS, in the seven years since the Original Master Parking Agreement was entered
into by the parties, due to changes in market conditions, the current interest rate environment and
the effects of the COVID-19 pandemic, among other things, the original concepts for the
development of Riverside Village have changed in certain instances and the Master Developer and
its joint venture partner, South City Partners, together with the City, submitted an application
through the City’s Planning Commission for approval by the Planning Commission and the
approval by ordinance of the City Council of the City (“City Council”) of certain revisions to the
Revised General Development Plan for Hammond’s Ferry Planned Development, specifically with
respect to Phase B thereof to allow for completion of the Riverside Village portion of the
Hammond’s Ferry Planned Development (the “Phase B Revisions”) and, upon recommendation
of the North Augusta Planning Commission, the City Council enacted Ordinance No. 2024-06
approving the revised General Development Plan; and
WHEREAS, immediately following the enactment of the Phase B Revisions, the City
Council enacted Ordinance No. 2024-08 approving a Fourth Amendment to Master Development
Agreement (the “Fourth Amendment”) amending the Master Development Agreement as
described above in the first paragraph of these Recitals; and
WHEREAS, in conjunction with the approval of the Phase B Revisions and the execution
of the Fourth Amendment, the City and the Master Developer have entered into an Amended and
Restated Master Parking Facilities Operating and Easement Agreement (the “Amended and
Restated Master Parking Agreement”) regarding the use, operation, care and maintenance of the
Parking Facilities and other parking facilities and spaces in Riverside Village in order to update
the overall parking arrangements for Riverside Village and amend and restate the Original Master
Parking Agreement; and
WHEREAS, effective November 2, 2023, the owners of the Acquired Parcels (defined
below), each of which is affiliated with the Master Developer (“Sellers”, and SCP North Augusta,
as successor by assignment from SCP Acquisitions, LLC, a Georgia limited liability company)
entered into a Purchase and Sale Agreement providing for the sale by Sellers to SCP North Augusta
of certain parcels of real property consisting of approximately 4.2 acres (of the approximately 35.4
acres comprising the Property as defined in and subject to the Master Development Agreement
and as described on Exhibit B-1 to the Master Development Agreement) and shown on the revised
Master Plan for Riverside Village as Parcels C, G, H, and K (the “Acquired Parcels”) located in
Aiken County, North Augusta, South Carolina and more fully described on Exhibit A attached
hereto and incorporated herein by this reference; and
WHEREAS, the City has determined that it is necessary and in the best interests of the
City for SCP North Augusta to join in the Amended and Restated Master Parking Agreement by
entering into this Joinder to allow SCP North Augusta to be subject to and receive the benefits of
the Amended and Restated Master Parking Agreement;
ATTACHMENT #8 Page 33 of 40
-3-
WHEREAS, the City, the Corporation, SCP North Augusta and the Master Developer are
entering into this Joinder pursuant to Section 4.6 of the Amended and Restated Master Parking
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, SCP North Augusta, the Master Developer, the City and the Corporation
agree as follows:
1. Joinder. SCP North Augusta joins in the Amended and Restated Master Parking
Agreement with respect to the Acquired Parcels and assumes the obligations arising from and after
the date hereof of the Master Developer under the Amended and Restated Master Parking
Agreement with respect to the Acquired Parcels, including, without limitation, the obligation to
make Parking Space Lease Payments (as defined in the Amended and Restated Master Parking
Agreement). From and after the date of this Joinder, SCP North Augusta shall be subject to, and
entitled to the benefit of, the Amended and Restated Master Parking Agreement with respect to
the Acquired Parcels (and, as applicable, the Hotel Deck and the Stadium Deck) and shall be
substituted for Master Developer under the Amended and Restated Master Parking Agreement as
the Amended and Restated Master Parking Agreement relates to the Acquired Parcels. The Master
Developer shall have no rights or obligations under the Amended and Restated Master Parking
Agreement with respect to the Acquired Parcels accruing from and after the date of this Joinder.
2. Easements for Dedicated Parking Spaces. The Master Developer allocates to SCP
North Augusta, for the benefit of the Acquired Parcels, the allocation of Dedicated Parking Spaces
to the Acquired Parcels as provided for in the Amended and Restated Master Parking Agreement.
The City, the Corporation and the Master Developer grant to SCP North Augusta: (i) an exclusive,
perpetual easement, for the benefit of the Acquired Parcels, to use such Dedicated Parking Spaces
allocated by the Master Developer to SCP North Augusta, for parking by users of the Acquired
Parcels; and (ii) a non-exclusive, perpetual easement, for the benefit of the Acquired Parcels, in,
on, over and across portions of the Acquired Parcels (and, as applicable, the Hotel Deck and the
Stadium Deck) designed therefor for vehicular and pedestrian access to and from such Dedicated
Parking Spaces by those entitled to use such Dedicated Parking Spaces. Such easements shall be
subject to the terms and conditions set forth in Section 4.1 and other applicable provisions of the
Amended and Restated Master Parking Agreement. SCP North Augusta shall have the right to
designate the location of the Dedicated Parking Spaces allocated to the Acquired Parcels, subject
to the City’s and the Corporation’s and, as applicable, the Master Developer’s reasonable approval
of such designated location to the extent provided in the Amended and Restated Master Parking
Agreement.
3. Easements for Short-Term Parking. The City, the Corporation and the Master
Developer grant to SCP North Augusta: (i) a non-exclusive, perpetual easement, for the benefit of
the Acquired Parcels, to use such Short-Term Parking Spaces as may be designated by the City
from time to time pursuant to Section 4.3(a) of the Amended and Restated Master Parking
Agreement for Short-Term Parking for Retail/Restaurant Space on the Acquired Parcels, if any;
and (ii) a non-exclusive, perpetual easement, for the benefit of the Acquired Parcels, in, on, over
and across portions of the Acquired Parcels (and, as applicable, the Hotel Deck and the Stadium
Deck) designed therefor for vehicular and pedestrian access to and from the Short-Term Parking
ATTACHMENT #8 Page 34 of 40
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Spaces as may be designated by the City from time to time by those entitled to use such Short-
Term Parking Spaces. Such easements shall be subject to the terms and conditions set forth in
Sections 4.3, 4.5 and 4.6 and other applicable provisions of the Amended and Restated Master
Parking Agreement.
4. Incorporation of Master Parking Agreement. The provisions of the Amended and
Restated Master Parking Agreement, to the extent applicable to the Acquired Parcels (and, as
applicable, the Hotel Deck and the Stadium Deck), are incorporated herein by reference.
6. Notice Address. The notice address of SCP North Augusta for purposes of Section
9 of the Amended and Restated Master Parking Agreement shall be the following, or such other
address as SCP North Augusta may designate for itself from time to time by notice given in
accordance with Section 9 of the Amended and Restated Master Parking Agreement:
SCP North Augusta Owner, LLC
c/o South City Partners, LLC
3715 Northside Parkway, Suite I-310
Atlanta, Georgia 30327
Attention: John W. Long
jlong@southcitypartners.com
with copy to: Morris, Manning & Martin, LLP
3343 Peachtree Road, NE, Suite 1600
Atlanta, Georgia 30326
Attention: Lee Lyman, Esq.
llyman@mmmlaw.com
7. Successors and Assigns. This Joinder shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns, and shall run with the land.
8. Captions. The captions in this Joinder are included for purposes of convenience
only and shall not be considered a part of this Joinder or used in construing or interpreting any
provision hereof.
9. Exhibits. All exhibits to this Joinder are incorporated herein by reference and made
a part hereof, to the same extent as if set out in full herein.
10. Multiple Counterparts. This Joinder may be executed in multiple counterparts, each
of which shall constitute an original document.
11. Defined Terms. All capitalized terms used in this Joinder which are defined in the
Amended and Restated Master Parking Agreement and not otherwise defined in this Joinder shall
have the meanings given in the Amended and Restated Master Parking Agreement.
[SIGNATURES BEGIN ON NEXT PAGE.]
ATTACHMENT #8 Page 35 of 40
-5-
IN WITNESS WHEREOF, the Parties have executed this Joinder as of the date first set
forth above.
WITNESSES:
SCP NORTH AUGUSTA OWNER, LLC,
a Georgia limited liability company
By: ____________________________________
Its: ____________________________________
By:
Name:
Title:
STATE OF _________________ )
)
COUNTY OF _________________ )
I, the undersigned Notary Public for the State of _____________, do hereby certify that
________________, the _______________ of ______________________, a ______________
limited liability company, the Authorized Person of SCP North Augusta Owner, LLC, a Georgia
limited liability company, personally appeared before me this day and acknowledged the due
execution of the foregoing instrument.
Witness my hand and official seal this ______ day of ____________, 2024.
__________________________________ (SEAL)
Notary Public, State of ________________
Notary Name Printed:
My Commission Expires:
[SIGNATURES CONTINUE ON NEXT PAGE]
ATTACHMENT #8 Page 36 of 40
-6-
Signature page to Amended and Restated
Master Parking Facilities Operating and Easement Agreement Joinder
among City, Corporation, Master Developer and SCP North Augusta
WITNESSES:
GREENSTONE HAMMOND’S FERRY, LLC, a
South Carolina limited liability company
By:
Name: Christian B. Schoen
Title: Manager
STATE OF _______________ )
)
COUNTY OF _________________ )
I, the undersigned Notary Public for the State of ___________, do hereby certify that
Christian B. Schoen, the Manager of Greenstone Hammond’s Ferry, LLC, a South Carolina limited
liability company, personally appeared before me this day and acknowledged the due execution of
the foregoing instrument.
Witness my hand and official seal this ______ day of ____________, 2024.
__________________________________ (SEAL)
Notary Public, State of ___________
Notary Name Printed:
My Commission Expires:
[SIGNATURES CONTINUE ON NEXT PAGE]
ATTACHMENT #8 Page 37 of 40
-7-
Signature page to Amended and Restated
Master Parking Facilities Operating and Easement Agreement Joinder
among City, Corporation, Master Developer and SCP North Augusta
WITNESSES:
CITY OF NORTH AUGUSTA, SOUTH
CAROLINA
By:
Name: Briton S. Williams
Title: Mayor
STATE OF SOUTH CAROLINA )
)
COUNTY OF AIKEN )
I, the undersigned Notary Public for the State of South Carolina, do hereby certify that
Briton S. Williams, the Mayor of City of North Augusta, South Carolina, personally appeared
before me this day and acknowledged the due execution of the foregoing instrument.
Witness my hand and official seal this ______ day of _____________, 2024.
__________________________________ (SEAL)
Notary Public, State of South Carolina
Notary Name Printed:
My Commission Expires:
[SIGNATURES CONTINUE ON NEXT PAGE]
ATTACHMENT #8 Page 38 of 40
-8-
Signature page to Amended and Restated
Master Parking Facilities Operating and Easement Agreement Joinder
among City, Corporation, Master Developer and SCP North Augusta
WITNESSES:
NORTH AUGUSTA PUBLIC FACILITIES
CORPORATION, a South Carolina non-profit
corporation
By:
Name: Michael W. Pope
Title: President
STATE OF SOUTH CAROLINA )
)
COUNTY OF AIKEN )
I, the undersigned Notary Public for the State of South Carolina, do hereby certify that
Michael W. Pope, the President of North Augusta Public Facilities Corporation, personally
appeared before me this day and acknowledged the due execution of the foregoing instrument.
Witness my hand and official seal this ______ day of ___________, 2024.
__________________________________ (SEAL)
Notary Public, State of South Carolina
Notary Name Printed:
My Commission Expires:
ATTACHMENT #8 Page 39 of 40
EXHIBIT A
[LEGAL DESCRIPTIONS OF ACQUIRED PARCELS]
ATTACHMENT #8 Page 40 of 40
RESOLUTION NO. 2024-30
A RESOLUTION TO DESIGNATE A HEARING OFFICER TO HEAR APPEALS
RELATED TO THE ISSUANCE, DENIAL OR SUSPENSION OF A BUSINESS LICENSE
BY THE LICENSE OFFICIAL FOR THE CITY. SUCH APPEALS WOULD BE RELATED
TO SECTION 15-16 MUNICIPAL CODE FOR THE CITY OF NORTH AUGUSTA
WHEREAS, North Augusta City Code Section requires that the Council of the
City of North Augusta or its designee hear appeal of matters related to business licenses; and
WHEREAS, North Augusta City Code Section allows the Council of the City
of North Augusta to appoint a designee to hear such appeals; and
WHEREAS, the Council of the City of North Augusta desires to appoint a
designee to hear any appeals that may be filed, during the period July 1, 2024 through December
31, 2024, contesting the denial, revocation or suspension of a business license; and
WHEREAS, the Council of the City of North Augusta desires to designate
Morris Rudnick, Esquire as the hearing officer for any appeals that would be filed within the
specified period; and
WHEREAS, the Council of the City of North Augusta believes that by
appointing a designee, that any such appeals would be able to be handled in a timely and
efficient manner.
NOW THEREFORE, be it resolved by the Mayor and City Council of the City
of North Augusta, South Carolina, that:
1. Pursuant to City Code Section 12-46 et seq. That Morris Rudnick,
Esquire be, and hereby is designated to hear any business license appeals related
to denial, suspension or revocation of business licenses that would be filed from
the 1st day of July through December 31, 2024.
2. This Resolution and appointment shall become effective upon adoption
by the Mayor and City Council of the City of North Augusta.
DONE, RATIFIED AND ADOPTED BY THE MAYOR AND CITY
COUNCIL OF THE CITY OF NORTH AUGUSTA, SOUTH CAROLNA, ON THIS
_____DAY OF JULY, 2024, AT WHICH A QUORUM WAS PRESENT AND VOTING.
Briton S. Williams, Mayor
ATTEST:
Jamie Paul, City Clerk
ATTACHMENT #9 Page 1 of 1