ORD 2024-03 re Third Amendment to MDA (2024 N. Augusta) AdoptedORDINANCE NO. 2024-03
TO AUTHORIZE THE CITY TO ENTER INTO A THIRD AMENDMENT TO THE MASTER
DEVELOPMENT AGREEMENT OF MARCH 15, 2017
FOR NORTH AUGUSTA RIVERSIDE VILLAGE
WHEREAS, the City and the various other parties named therein entered into a
Master Development Agreement, dated March 15, 2017 (the “Development Agreement”) for the
development of Riverside Village that was for a period of five (5) years with such initial agreement
scheduled to terminate on March 15, 2022;
WHEREAS, the City (1) adopted Ordinance 2022-04 on March 7, 2022 approving
(a) the extension of the term of the Development Agreement for a period of one year and (b) the
execution of the First Amendment (defined herein), (2) executed and delivered a First Amendment
to Master Development Agreement dated March 15, 2022 (the “First Amendment”) entered into
among the City and the various other parties named therein, extending the term of the Development
Agreement for a period of one year through March 15, 2023, and (3) recorded the First Amendment
with the Register of Mesne Conveyance of Aiken County, South Carolina on June 23, 2022 in
Book RB 5029 at Pages 963-979;
WHEREAS, the City (1) adopted Ordinance 2023-01 on March 6, 2023 approving
(a) the extension of the term of the Development Agreement for a period of one year and (b) the
execution of the Second Amendment (defined herein), (2) executed and delivered a Second
Amendment to Master Development Agreement dated March 15, 2023 (the “Second
Amendment”) entered into among the City and the various other parties named therein, extending
the term of the Development Agreement for a period of one year through March 15, 2024, and (3)
recorded the Second Amendment with the Register of Mesne Conveyance of Aiken County, South
Carolina on June 27, 2023 in Book RB 5097 at Pages 2227-2243;
WHEREAS, many of the required improvements have been completed but there
remain some portions of the development that have not been completed as of the present;
WHEREAS, the South Carolina Local Government Development Agreement Act,
the Act under which the Development Agreement was entered into, provides for the ability of the
parties by mutual agreement to extend the termination date; and
WHEREAS, Mayor and City Council have determined that it would be in the
interest of the City to extend the term of the Development Agreement for a period of sixty days;
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 City agrees to the extension of the termination date of the Development
Agreement for an additional sixty-day period which results in a termination
date of the Development Agreement of May 14, 2024.
Exhibit A
Form of Third Amendment to Master Development Agreement
THIRD AMENDMENT TO MASTER DEVELOPMENT AGREEMENT
by and among
CITY OF NORTH AUGUSTA, SOUTH CAROLINA,
ACKERMAN GREENSTONE NORTH AUGUSTA, LLC,
GRAYBUL IRONWOOD, LLC,
GREENSTONE HAMMOND’S FERRY, LLC
and
EACH OF THE OWNERS LISTED ON EXHIBIT A
March 15, 2024
THIRD AMENDMENT TO
MASTER DEVELOPMENT AGREEMENT
This Third Amendment to Master Development Agreement (this “Amendment”) is made
and entered into as of March 15, 2024 by and among the CITY OF NORTH AUGUSTA,
SOUTH CAROLINA (the “City”), ACKERMAN GREENSTONE NORTH AUGUSTA,
LLC, a limited liability company organized under the laws of the State of Georgia (“Hotel
Developer”), GRAYBUL IRONWOOD, LLC, a limited liability company organized under the
laws of the State of Delaware (“Apartment Owner”), GREENSTONE HAMMOND’S FERRY,
LLC, a limited liability company organized under the laws of the State of South Carolina
(“Greenstone”) and each of the Owners listed on Exhibit A attached hereto.
RECITALS
This Amendment provides for the third extension of the term of that certain Master
Development Agreement by and among the City, GreenJackets Baseball LLC, the Hotel Developer
and Greenstone, dated March 15, 2017 (the “Agreement”). Defined terms used herein and not
otherwise defined shall have the meanings ascribed to them in the 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, the City, the Hotel Developer, the Apartment Owner, Greenstone, and each
of the Owners listed on Exhibit A attached hereto agree as follows:
ARTICLE I
AMENDMENT TO THE AGREEMENT; EXTENSION OF TERM
The Term of the Agreement is hereby extended by sixty (60) days and, as a result, the
Agreement shall terminate on May 14, 2024, unless extended by mutual agreement as provided
for in Section 2.01 of the Agreement and Section 6-31-60(A)(2) of the Act.
ARTICLE II
MISCELLANEOUS
A. Governing Law. This Amendment shall be governed in accordance with the
laws of the State of South Carolina.
B. Authorization; Entire Agreement. This Amendment is entered into in
accordance with Section 2.01 of the Agreement and Section 6-31-60(A)(2) of the Act, and this
Amendment and the Agreement, as amended, together constitute the complete and exclusive
written expression of the intent of the parties with respect to the subject matter hereof and thereof
which will supersede all previous verbal and written communications, representations,
agreements, promises or statements. Except as amended hereby, the terms and provisions of the
Agreement shall remain in full force and effect.
C. Authority. The Hotel Developer, the Apartment Owner, Greenstone, each
of the Owners listed on Exhibit A attached hereto and the City represents that it has the authority
to be bound by the terms of this Amendment. Once executed by all parties, this Amendment will,
together with the Agreement, constitute a valid and binding agreement, enforceable in accordance
with its terms.
D. Mutual Dependency and Severability. All rights and duties contained in this
Amendment are mutually dependent on each other and one cannot exist independent of another,
provided that if any one or more of the provisions contained in this Amendment shall for any
reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision hereof, and this Amendment shall be
construed as if such invalid, illegal or unenforceable provision was not contained herein.
E. Notices and Addresses. Any notices given under this Amendment shall be
given in accordance with the terms and provisions of giving notice under the Agreement.
F. Amendment, Modification, or Alteration. No amendment, modification, or
alteration of the terms of this Amendment shall be binding unless in writing, dated subsequent to
the date hereof and duly executed by the parties hereto.
G. Counterparts; Facsimile. This Amendment may be executed in any number
of counterparts and/or exchanged via facsimile or electronic distribution, each of which shall be
deemed an original, but all such counterparts and/or facsimile or electronic counterparts or
originals together shall constitute but one and the same instrument.
H. Binding Effect/Benefit. This Amendment shall be binding upon and shall
inure to the benefit of the parties hereto and their respective affiliates, successors, and assigns.
I. Parties to Amendment; Approval by Ordinance. Section 18.04 of the
Agreement provides that the “…Agreement may be modified or amended only by the written
agreement of the City and the Owners; such written agreement, if not statutorily required to be by
ordinance, may be by resolution or ordinance at the City’s sole discretion.” The parties to this
Amendment include the City and the Owners, as currently constituted, and the City has decided,
in its sole discretion, to approve this Amendment by ordinance.
[SIGNATURES ON FOLLOWING PAGES]
THIRD AMENDMENT TO MASTER DEVELOPMENT AGREEMENT
SIGNATURE PAGE
GREENSTONE HAMMOND’S FERRY,
LLC, a South Carolina limited liability
company
By:
Witness Christian B. Schoen, Manager
Witness
State of
County of
I, _______________________, 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 acknowledged the due execution of the foregoing instrument.
By:
Notary Public
My commission expires on:
[SEAL]
THIRD AMENDMENT TO MASTER DEVELOPMENT AGREEMENT
SIGNATURE PAGE
ACKERMAN GREENSTONE NORTH
AUGUSTA, LLC, a Georgia limited liability
company
By:
Witness Donald K. Miller, Manager
Witness
State of
County of
I, _______________________, do hereby certify that Donald K. Miller, as Manager of Ackerman
Greenstone North Augusta, LLC, a Georgia limited liability company, personally appeared before
me this day and acknowledged the due execution of the foregoing instrument.
By:
Notary Public
My commission expires on:
[SEAL]
THIRD AMENDMENT TO MASTER DEVELOPMENT AGREEMENT
SIGNATURE PAGE
GRAYBUL IRONWOOD, LLC, a Delaware
limited liability company
By:
Witness [Name], [Title]
Witness
State of
County of
I, _______________________, do hereby certify that [Name], as [Title] of GrayBul Ironwood,
LLC, a Delaware limited liability company, personally appeared before me this day and
acknowledged the due execution of the foregoing instrument.
By:
Notary Public
My commission expires on:
[SEAL]
THIRD AMENDMENT TO MASTER DEVELOPMENT AGREEMENT
SIGNATURE PAGE
GREENSTONE HENDON RIVERSIDE
VILLAGE, LLC, a Georgia limited
liability company
By:
Witness Christian B. Schoen, Manager
Witness
State of
County of
I, _______________________, do hereby certify that Christian B. Schoen, as Manager of
Greenstone Hendon Riverside Village, LLC, a Georgia limited liability company, personally
appeared before me this day and acknowledged the due execution of the foregoing instrument.
By:
Notary Public
My commission expires on:
[SEAL]
THIRD AMENDMENT TO MASTER DEVELOPMENT AGREEMENT
SIGNATURE PAGE
HAMMONDS FERRY COMMERCIAL
I, LLC, a Georgia limited liability company
By:
Witness Christian B. Schoen, Manager
Witness
State of
County of
I, _______________________, do hereby certify that Christian B. Schoen, as Manager of
Hammonds Ferry Commercial I, LLC, a Georgia limited liability company, personally appeared
before me this day and acknowledged the due execution of the foregoing instrument.
By:
Notary Public
My commission expires on:
[SEAL]
THIRD AMENDMENT TO MASTER DEVELOPMENT AGREEMENT
SIGNATURE PAGE
RIVERSIDE VILLAGE B OWNER,
LLC, a South Carolina limited liability
company
By:
Witness Christian B. Schoen, Manager
Witness
State of
County of
I, _______________________, do hereby certify that Christian B. Schoen, as Manager of
Riverside Village B Owner, LLC, a South Carolina limited liability company, personally appeared
before me this day and acknowledged the due execution of the foregoing instrument.
By:
Notary Public
My commission expires on:
[SEAL]
THIRD AMENDMENT TO MASTER DEVELOPMENT AGREEMENT
SIGNATURE PAGE
RIVERSIDE VILLAGE C OWNER,
LLC, a South Carolina limited liability
company
By:
Witness Christian B. Schoen, Manager
Witness
State of
County of
I, _______________________, 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 acknowledged the due execution of the foregoing instrument.
By:
Notary Public
My commission expires on:
[SEAL]
THIRD AMENDMENT TO MASTER DEVELOPMENT AGREEMENT
SIGNATURE PAGE
RIVERSIDE VILLAGE D OWNER,
LLC, a South Carolina limited liability
company
By:
Witness Christian B. Schoen, Manager
Witness
State of
County of
I, _______________________, do hereby certify that Christian B. Schoen, as Manager of
Riverside Village D Owner, LLC, a South Carolina limited liability company, personally appeared
before me this day and acknowledged the due execution of the foregoing instrument.
By:
Notary Public
My commission expires on:
[SEAL]
THIRD AMENDMENT TO MASTER DEVELOPMENT AGREEMENT
SIGNATURE PAGE
RIVERSIDE VILLAGE G OWNER,
LLC, a South Carolina limited liability
company
By:
Witness Christian B. Schoen, Manager
Witness
State of
County of
I, _______________________, 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 acknowledged the due execution of the foregoing instrument.
By:
Notary Public
My commission expires on:
[SEAL]
THIRD AMENDMENT TO MASTER DEVELOPMENT AGREEMENT
SIGNATURE PAGE
RIVERSIDE VILLAGE H OWNER,
LLC, a South Carolina limited liability
company
By:
Witness Christian B. Schoen, Manager
Witness
State of
County of
I, _______________________, 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 acknowledged the due execution of the foregoing instrument.
By:
Notary Public
My commission expires on:
[SEAL]
THIRD AMENDMENT TO MASTER DEVELOPMENT AGREEMENT
SIGNATURE PAGE
RIVERSIDE VILLAGE I OWNER,
LLC, a South Carolina limited liability
company
By:
Witness Christian B. Schoen, Manager
Witness
State of
County of
I, _______________________, do hereby certify that Christian B. Schoen, as Manager of
Riverside Village I Owner, LLC, a South Carolina limited liability company, personally appeared
before me this day and acknowledged the due execution of the foregoing instrument.
By:
Notary Public
My commission expires on:
[SEAL]
THIRD AMENDMENT TO MASTER DEVELOPMENT AGREEMENT
SIGNATURE PAGE
RIVERSIDE VILLAGE K OWNER,
LLC, a South Carolina limited liability
company
By:
Witness Christian B. Schoen, Manager
Witness
State of
County of
I, _______________________, 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 acknowledged the due execution of the foregoing instrument.
By:
Notary Public
My commission expires on:
[SEAL]
EXHIBIT A TO MASTER DEVELOPMENT AGREEMENT
Owners of Riverside Village Property as of March 15, 2024
other than
Hotel Developer, the Apartment Owner, and Greenstone
Greenstone Hendon Riverside Village, LLC, a Georgia limited liability company
Hammonds Ferry Commercial I, LLC, a Georgia limited liability company
Riverside Village B Owner LLC, a South Carolina limited liability company
Riverside Village C Owner LLC, a South Carolina limited liability company
Riverside Village D 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 I Owner LLC, a South Carolina limited liability company
Riverside Village K Owner LLC, a South Carolina limited liability company