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HomeMy WebLinkAboutR-86-0742J-86-837 9/11/86 RESOLUTION NO. 86--7342 A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A LAND USE AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, BETWEEN THE CITY AND THE MIAMI SPORTSAt AND EXHIBITION AUTHORITY CONCERNING THE DEVELOPMENT OF A MULTI --PURPOSE COLISEUM WITHIN THE CITY OF MIAMI, SAID a.. AUTHORIZATION BEING CONTINGENT UPON THE MIAMI SPORTS AND EXHIBITION AUTHORITY'S APPROVAL OF A REIMBURSEMENT AGREEMENT .BETWEEN THE CITY OF MIAMI AND THE MIAMI SPORTS AND EXHIBITION AUTHORITY. BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The City Manager is hereby authorized to execute a land use agreement, in substantially the attached form, between the City and the Miami Sports and Exhibition Authority concerning the development of a multi -purpose arena within the City of Miami. Section 2. The herein authority to execute the said land. use agreement is contingent upon the Miami Sports and Exhibition Authority's. approval of a reimbursement agreement between the City of Miami and the Miami Sports and Exhibition Authority 'S ______d_._.�._, ;�st��; Paa Tntroduotion................................................. 1 Section 1.1.Definitiow ....................................... 4 Seotion 2. Go Mal Ttw= of of Project land ........... 11 2.1 Leam of Pro jeOt IaM to the Ail'fE1Mt Tf ...... 11 2.2 Initial Term ................................ 12 2.3 Reneml Term(S) ... ... ............... 12 2.4 City tion of Air Pl�lite ........... 12 2.5 Coa... Construction ts...................... 13 2.6 Recital.8 .................................... 16 2.7 .................. ... ............ 16 2.8 OPERATOR's Convenant Not to Pledge.......... 16 Seotiom3 Rent .............................................. 18 3.1 Rent.. ...... ........................ 16 a. AYmaa1 Rental........ ............... 16 b. Adjusted A>1 Rental.. ............... 17 o. Task of Appraisers .................... 19 d. Ad Valorem Taxation ................... 19 e. Additcmal Rent ....................... 20 Seotiom 4 Warranties of Title. Nondisturbanoe and Easements. 20 4.1 Title ................................... 20 4.2 Nomdlslurba�ce.. ....................... 20 4.3 Quiet En joy=t by AMERM ................ 24 4.4 Easements Granted to the AU HORLTY......... 24 a. Utility Easements ..................... 28 b. Vehicular Easement .................... 28 o. Aooess Easements ...................... 28 d . T i mi tatioa�s on Basement Rights ........ 28 r tip, e. Duration of Easements ................. 28 s f. Confirmatory ?.astrumeats.............. 26 g. Udzd Party Easements ................. 27 4.8 Roadways and Ut111ties...................... a7 y 4.6 Coameotion of the Arena to Utilities........ 28 4.7 Pe=i.ts and Apyw als 28 y. S Section8 DeUwn Of P ossed..I.•.Vu .. . . • • 1 • • • • • . • • • • • • • • • . • • • • • • 29 1 Seot m 6 USM Prohibited ................................. 29 Seotion 7 Ab&Wmment of Arena or Project Land .............. 30 Section 8 Lessor's Right of Entry ........................... 31 der.................................... 31 9.1 Definitd.Mg .............. � ....... 31 9.2 00vownt Age Aa�ts Sublettimg and. Moan .......................... 32 9.3 p of pastrictions on Tramfers ....... 34 9.4 Require.mmts of Tramf ................... 34 9.3 Trsfers of City's InfiS............... 38 9.6 C TT'e option to Appoint SuoOessor Elit:.tg... 37 ft t (m 10 Mortgage : Rights of Mortgagee and Rights of (A)MtA M......................... 37 10.1 Lessehold Mortgage .. ....................... 37 m a. Right to Eba in ..... .............•. 37 b. cpmv.Tm s and Lender' e Right to Cure Default ................. 38 10.2 No Waiver of the AU ny' S aAAPtioms or CnY'S Rights ............................ 47 Seotim 11 Noaroompetition................................... 47 Seotioai12 Notioes........................................... 49 12.1 affi s........................ 49 12.2 CbmVe of AdL^ass ............................. 51 Section 13 Tames and ASSeSSNMtS ............................. 51 13.1 Taxes as Addjtional. Rent .................... 51 13.2 .................................... 52 13.3 Con Taxes. ....................... 83 13.4 Disposition of Rebates ...................... W 13.5 Receipts .................................... 84 8eot = 14 Bml-ldimg .......................................... 84 14.1 Alteratims. Tmpa ovements. and Ct�awes Permitted ...................0....... .�l� 54 14.2 Ddeposition of Mgzovements................. 88 14.3 Notioe to CnY.............................. 88 Seotioai 18 Repairs and Destruction of Mgmmements............ 88 15.1 Maia............................ SS 18.2 Damage or Destruction ....................... 88 18.3• Damage or Destruction 0==rirg Toward Rud ofTerm or Renewal. Term ..................... 87 15.4 M.ection not to Ten mate ................... 57 Sections 18 utilities .......................................... 58. Sections 17 Liens...... ........ .......................... 58 17.1 The AUZHMM's Duty to Keep Project Land Free of Liens .................. 88 17.2 COntestiztg Liens............ 0............... so Section 18 Tmesm' ftmtioa................................... 80 86-'74Z Sedum 19 Legal PAquli*ments ................................ 62 ` Seotion 20 Redenv 'y of Paro jeot Lard ........................ 62 Seoti(m 21 _-. Iatova ............................... 68 Seotion, 22 maxga�oe......................................... 62 62 22.1 ..M............................... .i 22.2 The CY's t to Pay Premims........ 63 22.3 3 of Imma Deemed Additi.t . Rent .... 64 Se&lm 23 Prohibition of Mavoluntary Assert, Effoot of Baocruptay or insoly y................ 64 23.1 Pro d bpi ti.on of Involuntary Assignment . • ..... 64 23.2 Bffeot of Baankruptoy........................ 64 Seotion 24 Default and Ptu edies ......... • ......... • .......... 68 24.1 ADTHORITY Default........ ................. 66 a. FUlure-Payment of Money........ • ..... 68 b. Fellure-Performanoe of Other covenants............................. 68 o. Bamkruptoy, Abandonment or ............................ es d. Diswlutim of AVnKMM .............. 67 24.2 Rtaedies for AUnE= Default .............. 68 24.3 CM Default.......... ...............loll BA 24.4 Remedies for CITY Default ................... 70 24.6 Ptemedies for Operator Default ............... 71 24.6 Unavoidable Delay .... ................... .. 71 24.7ligatioass , Rights and Remedies Cumulative. 72 Seotion 25 Condamtion.........i •• •• ••.••••••••••••• 72 28.1 Hatre Premises Taken by • COmd Bti.On • • • • • • 72 28.2 Partial Taking of Premieres by tian.. 74 28.3 Adjustment of al Rental Upon. Partial Takimg.. ............. 78 28.4 �Taa�k��i���yyg�����foorpT�empoorary Use or • of • �yQ Lees IIi o3 d Estate ... ... • . • . • . • ... • • • • . • .. • . • • 6 SeOUm.28 Surrender of Agreement ............................ 77 Seotion 27 tiara Without Default ....................... 78 Seotion 28 Dispositicm of Improvements an ........ 79 Seotiaa, 29 Waiver ............................................ 79 Seoti oal 30 Effeat of Ho3 ding Over ............................ 8o Seotian 31 Parties Bound ..................................... 80 Seotion 32 Time of the Bssenoe....0.......................... 80 -iv- 86—'742 Seotian 33 OOnflUA of Tnt rest .............................. 80 Seotion 34 A . to to Niami Arem 0MtMCt................ 82 - {ieiMiWs 6I0 N35+,�+1�e*++ �ou 83 83 Captiors . . . • • . . • . • • • • • . . • • • • • • • • • • • • 38•2 Bstoppa 03rtifi3OafiAs .................. ..... 83 38.3 a........................... .... 84 38.4 i-m of ,A,gre t......•.•••...•..•.•• 84 38.8 Uge of nWemfs.............•••.•.•.... 88 38.6 Se'ioac�tY • . • • ......... • ................ 88 38.7 ApprovaU axd CmsmtEl ...................... 88 38.8 Governimg Lms .............................. 88 38.9 Amerdmmts .................................. 88 liAAbi t A lam. DeS=iPtAM Of 08 PrO JeCt is • THIS AGRERMRNT is made and executed this day of 1980, effective as of the day of 1088, by and among the CITY OF MIAMI, a municipal corporation of the State of Florida (the "CITY"); the MIAMI SPORTS AND EXHIBITION AUTHORITY, an independent and autonomous agency and instrumentality of the CITY (the "AUTHORITY"); and to transfer certain of its rights to the AUTHORITY in Section 2.7 and to confirm certain of its rights and obligations hereunder as an OPERATOR, DECOMA MIAMI ASSOCIATES, LTD., a Florida limited partnership ("DECOMA") whose general partner DECOMA, LTD., is a limited partnership whose general partner is Deooma Venture, a joint venture consisting of BIL Development, Inc., Linbeok Miami Corp. and NSA Management, Inc. WITNESSBTH: WHEREAS. the Miami Citv Commission bV Ordinance No. 9882 established the AUTHORITY; and . WHEREAS, the AUTHORITY has selected DECOMA as the developer: y, Of the Arena; and WHEREAS, the development of the Arena is intended to have a major benefioial impact on the Southeast Overtown/Park West ff Redevelopment Project and the overall revitalization program for downtown Miami, and WHEREAS, the City Commission by Resolution No. 88-639 has accepted the recommendation of the City Manager. that DECOMA develop Parcel 44 in the Southeast Overtown/Park West Redevelopment Project; and -1- 86-74Z -'WHEREAS, as part of the Southeast Overtown/Park west Redevelopment Project, the AUTHORITY and OPERATOR desire to utilize the Pro,jeot Land, to be provided by the CITY hereunder, fox the oonstruotion, development and operation of any Arena; and. WHEREAS, the City Manager and the AUTHORITY have negotiated and they and OPERATOR have agreed to the terms of this Land Lease Agreement; and WHEREAS, by resolution No. 88-418, the Miami City Commission has authorized the City Manager to execute a Land Lease Agreement incorporating certain terms and conditions between the CITY and the AUTHORITY in a form acceptable to the City Attorney; and WHEREAS, the CITY is the sole owner of all right, title and interest in the Project Land, free and clear of all liens and encumbrances except those matters of record listed in Exhibit E attached hereto, and the CITY represents that it has sole authority to enter into this Agreement and to grant the rights and privileges to the AUTHORITY herein provided for; and WHEREAS, the CITY has performed at its sole expense all necessary relocation, demolition and clearance at an approximate cost of $3,258,889.00 to prepare Project Land for the construction of the Arena; and WHEREAS, the AUTHORITY desires to obtain a fifty-two (82) year leasehold interest in the Project Land, WHEREAS, the CITY may in its sole discretion, upon written request by the AUTHORITY, extend the leasehold interest in the Project Land for a term of forty seven (47) years or any increment thereof following the Initial Term of the fifty-two -2- 86-74Z (32) years. provided said Pro jeot Land is to be utilized by the AUTHORITY to operate an Arena; and WREREAS. the AUTHORITY desires the right and privilege to (i) oonstruct and operate on said Project Land by and through its designees the Arena; (ii) rake other related improvements in said Arena as not forth in this Lease; and (iii) enter into management, operations and development agreements with OPERATOR and/or other designees of the AUTHORITY and otherwise utilize the Project Land as further provided herein; and WHEREAS, the AUTHORITY has deliverd the sum of $1,000,000.00 y to the CITY in order to assist the CITY to acquire the Project Land in Parcel 44H in the CITY's name; and �e. WHEREAS. the AUTHORITY shall deliver to the CITY and is obligated to advance all sums, attorneys fees and cost that may f be required to be paid pursuant to the oondemnation action brought by Dade County on behalf of the CITY against certain real Property to compensate the owners of Parcel 57-B as more 41 specifically described in Exhibit D and Lots 9, 10, 11, 12 and ' 13. less that part of Lot 13 within the FEC now block 44N. all of which lots have been acquired by the AUTHORITY with fee simple title taken in the name of the CITY; and WHEREAS, acquisition of the land by the CITY is for the -1 purpose of granting the AUTHORITY and OPERATOR the right to a t= design, construct, develop, and operate an Arena; and - y WHEREAS, OPERATOR desires to eater into this Agreement for the purpose of transferring to the AUTHORITY all rights it may 5 have relative to the Southeast Overtown/Park West Phase I Request >t -3- 8642 four Proposals and to oonfirm its limited rights and obligations speoifioally enumerated in this Lease, which limited rights shall exist only so long as it in OPERATOR and the Miami Arena Contraot has not been terminated; NOW THEREFORE, in consideration of the mutual covenants oontained herein and other good and valuable oonsideration, the parties hereto agree as follows: SECTION 1 DBEINITIONS Seotion 1.1. Defi tLH. All terms defined in any part of this Agreement shall have the same meaning throughout this Agreement. The following terms shall have the meanings set forth opposite such terms, or in the speoified provisions of this Agreement: "Additional Rent" - See Seotion 3. 4.2, 9.2. 13, 22 and 24. "Adjustment Dates" - See Seotion 3.1(b). "Adiusted Annual Rental" - See Seotion 3.1(b). "Adre� t" or "Lest,ga" - This Land Lease Agreement, as the same may be modified or amended from time to time. "Annual Rental" - See Seotion 3.1(a). "Annual Rentals" - See Seotion 3.1(o). That first olass, indoor destination sports and all purpose arena desoribed in the Construotion Doouments whioh have been approved by the Construotion Review Committee oontaining approximately 300.000 square feet with a seating capacity of approximately 16,000. that is oontruoted on the Projeot Land and is equipped and ready for operation in order to -4- 86-74 2 satisfy substantially the design, development, construction, and operation oriteria set North and defined in the Miami Arena Contract woh is attached hereto as Exhibit C and made a part hereof. " RITY D®fault" - See Section 24.1. "�, ORSTY Basement" - See Section 4.4. "AOTHORTTY y� ar Ba®ement" - See Section 4.4(b). The Miami Sports and Exhibition Authority/Fixed Rate Special Obligation Bond Series 1985 in the amount of thirty- eight million ($38,000,000.00) dollars. "�;e tifioate of Ooc��a on, 4v" - The certificate to be granted by the CITY upon completion of all Development Work and Construction Work in accordance with the Construction Documents, - and the Satisfaction of all Legal Requirements of such certificate for the Arena enabling the Arena to be utilized for the purposes set forth in'this Agreement. "CITY Default" - See Section 24.3. "Commencement Date" - The effective date of this Land Lease Agreement as set forth in the first paragraph hereof. "Co struotion Completion Date" - The date on which construction of the Arena is substantially completed in accordance with the Construction Documents that have been approved by the Construction Review Committee. "Construction Documents" - See Section 2.8. "Cotruction Bork" - This term ®hall have the Same meaning as defined is the Miami Arena Contract. -5- 86-742 F L - flA "Qonatruction Review Committee" -- A three person committee which shall be oomposed of the following individuals: W the Miami Sports and Exhibition Authority (MSEA) Executive Director; (ii) a member of the MSEA who shall be elected by and serve at the pleasure of a majority of the board members of RS$A who shall serve as Chairperson; and (iii) a representative of the CITY who shall be appointed by and serve at the pleasure of the City Manager. Any member of the Construction Review Committee shall have veto power with respect to approval of the Construction Documents submitted, but in so exercising such veto power, shall be required to state with specificity the objections to the Construction Documents and stating with particularity the required revisions to obtain approval of the member so objecting. "D veigyment Work" - This term shall have the same meaning as defined in the Miami Arena Contract. "$gZxaordi nary, ngpllaoe_ment and Repair Expenses" - This term shall have the same meaning as defined in the Miami Arena Contract; for the list of Extraordinary Replacement and Repair Expenses, see Exhibit "F". "Financing Sublease" - See the "Sale - Subleasebaok Transaction" defintion. "Initial Rental" - See Section 3.1(a). "Initial TerMu - See Section 2.2. "Inatitutional Investor" - Any national bank organized under the laws of the United States or any commercial bank, or any savings and loan association, savings bank, trust company or insurance company organized under the laws of the United States -6- 86--�74 2 or any state of the United States, or any Pension. retirement or welfare trust or Fund supervised by a government authority of any state or the United States or any such trust or fund administered by an entity Which is supervised by a governmental authority, having assets Of At least $200,000,000.00, or a oonsortium in which the lead bank has assets in excess of $290,000,000.00. " oistart ate" - A mortgage, deed Of trust Or assignment of the rents, issues and profits from the Project, which constitutes a lien on the leasehold estate created by this Lease and on the interest of the AUTHORITY in any part of the Arena during the Term of this Lease. "�gai ROement" - The laws. rules and regulations of the United States of America. State of Florida and all other governmental bodies having jurisdiction over the Arena or the Project Land, or any part thereof that are in effect on the date of execution and as may be subsequently amended, modified or adopted from time to time by due governmental process. "jam&" - An Institutional Investor who is the owner and holder of a Leasehold Mortgage, provided, however, that the CITY shall have no duty or obligation to determine independently the relative priorities of any Leasehold Mortgages, but shall be entitled to rely absolutely upon a preliminary title report current as of the time of any determination of the priorities of such Leasehold Mortgage and prepared by a generally recognized title insurance company doing business in Miami, Florida. "T•ender/Lud,OrA" A Lender, and any successor, assignee, transferee or designee' of such Lender, to which, in connection -7- 86--�'74Z with the providing of financing to the AUTHORITY under this Lease, the AUTHORITYt''s leasehold interest in this Lease has been conveyed and wh1oh has thereafter entered into a Financing Sublease with the AUTHORITY. _aca�14t - This term shall have the same meaning as defined in the Miami Arena Contract. ",i,,g�,�eHa Confiraot" - That certain Contract entered into on the date hereof by and between the AUTHORITY and DECOMA, attached hereto as Exhibit "C" and made a part hereof as it may be amended from time to time by the parties thereto, subjeot to the provisions of Section 34 of this Lease. Dat®" - The first date on which the Arena has been granted a Certificate of Occupancy, is operational, or actually opens for business to the general public. Upon request of the CITY, the AUTHORITY shall execute a declaration designating such date as the Opening Date which shall be in such form as will enable it to be recorded among the Land Records of Dade County. "OPERATOR" - An entity which shall be DECOMA (and any successors and assigns permitted under the Miami Arena Contract) for the period of time during which, the Miami Arena Contract remains in full force and effect which entity has been selected by the AUTHORITY meeting requirements determined by the AUTHORITY, or any other OPERATOR selected by the AUTHORITY and approved by the CITY meeting such requirements as determined by the AUTHORITY pursuant to any agreement that may be entered into by and between the AUTHORITY and such entity, to manage, operate, develop, construct and/or sublease certain parts or -a- 86- 742 aspeots of the Arena as determined and approved by the AUTHORITY and the CITY; any OPERATOR succeeding DECONA shall be bound by the terns of thI0 Lease, as It may be amended From time to time. A fund which the CITE' or a successor entity pursuant to Section 9.6, shall maintain and control pursuant to Section 4.2 upon termination of this Lease prior to the expiration of the Term hereof or upon default by the Authority in performanoe under the Miami Arena Contract and a Loss of Rights Notice has been delivered to AUTHORITY. "4v_e_ratin� Word" - This term shall have the same meaning as defined in the Miami Arena Contraot. "O�r_tin8r" - This term shall have the same meaning as defined in the Miami Arena Contraot. "4mers ©gating Inoome A ion" " _ This term shall have the same meaning as defined in the Miami Arena Contraot; suoh amount is payable in a000rdanoe with the provisions of Exhibit C.2.2.2 of the Miami Arena Contraot. "Chmers Seat Use Alloeat o " _ This term shall have the same meaning as defined in the Miami Arena Contraot; suoh amount is payable in aocordanoe with the provisions of Exhibit C.2.1 of the Miami Arena Contraot. "Prima" - The rate of interest per annum established from time to time by Citibank, N.A. and designated as its Prime Rate, which shall not neoessarily be the best or lowest rate oharged by Citibank, N.A. to its customers. "Preieot" - All matters desoribed below inoluding but not limited to the Mork and other work performed and to be performed -9-- 86-74Z by OP RATOR, the AUTHORITY or on behalf of the AUTHORITY: (i) Development Work, (ii) Construction Work, (Jij) operating Work, (iv) acquisition of, and site work on, the Project Laud, and (v) all other matters reasonably inoidental to development, construction and operation of the Arena. " rQject Co®t®" - All costs incurred by or on behalf of the AUTHORITY and OPERATOR in performance of their respective obligations under the Miami Arena Contract and by the AUTHORITY and OPERATOR under that certain Predevelopment Agreement dated as of August 20, 1985, as extended by First Extension of Predevelopment Agreement dated as of February 21, 198E and as extended by the second extension of the Predevelopment Agreement dated as July 30, 1988. "ProJD®t land" - Parcel 44 and portions of Parcel 87 as more fully described on Exhibit "A" attached hereto and made a part hereof. "Renewal Term" - See Section 2.3. "Sale 8nbleaeebaCk Tranaaot nr" - The AUTHORITY'S sale to a' Lender/Landlord of all or a substantial portion of the AUTHORITY's interest in this Lease and the Arena, and the subsequent execution of a sublease ("Financing Sublease") between Lender/Landlord and the AUTHORITY, which sale -sublease baok i transaotion must have prior CITY Manager approval'whioh may be unreasonably withheld. "Eubtenanti" - Those third parties who have entered into Conoessionaire Agreements. or License Agreements with the AUTHORITY and/or OPERATOR as a neoessary part of Arena operations -10- SG" 7 2 Whereby certain portions of the Arena will be Subleased or sublioensed in acoordanoe with the provisions of the Miami Arena Contract subject to the provisions of Section 0 hereof. "T=" Initial Term and. Renewal Term, if applicable, as set forth in Seotion 2. "VIIaV©idable ii®la®°° - See Section 24.5. "mark- Development; Work, Construction Work and Operating Work together with all other obligations of OPERATOR under the Miami Arena Contract. SECTION 2 T)JRMS OF LEASE OF PROJECT LAND GENERAL Section 2.1. Lease of Protect Lagsto the AUTHORITY. Subject to the conditions set forth in this Agreement, the CITY demises and leases to the AUTHORITY and the AUTHORITY takes and - hires fw�om the CITY, the Project Land more particularly described in Exhibit "A" attached hereto and made a part hereof, for the purposes of developing, constructing and operating thereon an Arena and supporting uses subject to the CITY's air rights, ; restrictions, conditions, covenants and easements herein reserved and granted. Upon the execution hereof, the CITY shall transfer possession of the Project Land to the AUTHORITY for commencement of the Work for the Arena. The CITY shall perform at its sole expense all necessary relocation, demolition, and clearance with respect to the Project Land. OPERATOR assigns to the AUTHORITY any and all of its rights relative to OPERATOR's selection as developer for the Southeast Overtown/Park West Phase I Request for Proposals to develop, construct and operate the Arena and -11- 196-74 acknowledges that its sole rights and obligations are pursuant to the Miami Arena Contract and this Tease so long as it is the OPERATOR, and the CITE' hereby consents to till assignment. Section 2.2e 1t1 e . The Initial Terra of this lease shall be for fifty-two (82) years commencing on the Commencement Date (the "Initial, Term"). The AUTHORITY and the OPERATOR shall have the right to enter on the Project Land to commence Work on the Project on the Commencement Date. Section 2.3. awal TermCa). The CITY, at its sole and exclusive option upon request of the AUTHORITY, may extend the Term in any increment of years up to forty-seven (47) years. Section 2.4. ii $'s es®rMQUM of Air Rights. The CITY shall retain the sole and exclusive use, rights and ownership of all air space on the Project Land which is horizontal and vertical, outside of, around and above the Arena (hereinafter referred to as "Air Rights"); provided, however, AUTHORITY shall have the right, during the Term (i) to use such portion of the Air Rights from a horizontal plane commencing at the uppermost vertical point of the Arena downwards and (ii) to place antennas, satellite discs and similar items above such horizontal plane incidental and reasonably necessary to the operation of the Arena to the extent that the placement thereof does not unreasonably and materially interfere with the exercise of the use by the CITY Y of the Air Rights, in which event the CITY shall grant an alternative substantially equivalent location for any such placement acceptable to CITY in the exercise of reasonable judgment. The CITY shall have the right to transfer, assign, -12- 8f-'742 oonvey, sell, lease or dispose of the Air Rights in any manner the CITY in its sole discretion deers appropriate, and the right to develop said Air Rights either by itself, its designees and/or by a third party authorized by the CITY, who has acquired these Air Rights from, the CITY or a third party authorized by the CITY, by assignment, conveyance, sale, lease, or any other means provided however, that any such transferee, assignee, purchaser, developer or third party who has acquired the CITY's Air Rights shall reoognize the AUTHORITY's use and plaoement rights granted pursuant to this Seotion 2.4 (1) and (ii). Seotion 9.5. eonstrLot,oD Do n s, For the purpose of this Lease, "Construction Doouments" shall oonsist of final Arena { working drawings and specifications inoluding (without ` limitation) the following information: M1y (a) Definitive arohiteotural drawings; (b) Definitive foundation and struotural drawings; (o) Definitive eleotrioal and meohanioal drawings inoluding (without limitation) plans for all lighting facilities' affecting the exterior appearance of the Arena; and ' (d) Final specifications; but excluding drawings and specifications relating to subtenant improvements. The CITY . ry acknowledges that it has approved those oonstruotion doouments whioh are desoribed in Exhibit H and that subjeot to following prooedure the AUTHORITY and OPERATOR shall have the 4 right to develop and construct the Arena on the Projeot Land in a a000rdanoe with the approved Construotion Doouments. Not later r than ninety (90) days after execution of this Lease OPERATOR , -i3- 86-r742 shall submit to the Construction Review Committee three sets of Construction Documents. Upon receipt thereof, the Construction Review Committee shall review the Same and shall promptly through the Executive Di.reotor of AUTHORITY (but in any event within fifteen (10) days of ter such receipt), give OPERATOR notice of its approval or disapproval., setting forth in detail its reasons for any disapproval. If no response from the AUTHORITY's Executive Director is delivered to OPERATOR within fifteen (15) days after the submission of such Construction Documents, or any resubmission thereof as hereinafter provided, they shall be deemed approved, except that no violations of applicable laws, ordinances, codes, plans or regulations or of this Agreement shall be deemed waived thereby. The Construction Review Committee shall be required to approve any Construction Documents submitted to it for review that have received preliminary CITY approval where there has been no material change from the previously submitted preliminary Construction Documents and no ohange in the scope of the worm is made that would increase the oosts of completion of the particular work involved by an aggregate amount of fifty thousand ($50,000.00) dollars. In the event of a disapproval, OPERATOR shall. within sixty (60) days after the date OPERATOR received the notice of such disapproval, resubmit the Construction Documents to the Construction Review Committee, modified to meet the grounds of disapproval. Any resubmission shall be subject to review and approval by the Construction Review Committee in accordance with the procedure hereinabove provided for an original submission, until the same L] shall be approved by the Construction Review Committee. provided, that in any event OPERATOR shall Submit all Construction Documents for the oonotruction of the Arena which meet all of the grounds for disapproval of which, the Construction Review Committee has given notice. The Construction Review Committee shall in good faith attempt to resolve any disputes regarding the Construction Documents. No approval by the Construction Review Committee of any Construction Documents pursuant to this Section shall relieve AUTHORITY and OPERATOR of any obligation it may have at law to file such Construction Documents with any department of the CITY or any other governmental authority having jurisdiction over the issues or to obtain any building or other permit or approval required by law. AUTHORITY and OPERATOR acknowledge that any approval given by the Construction Review Committee pursuant to this Section shall not constitute an opinion or agreement by the CITY that the Construction Documents are structurally sufficient or in compliance with any laws, codes or other applicable regulations, and no such approval shall impose any liability on or waive any rights of the CITY. AUTHORITY and OPERATOR agree that it shall provide the CITY and the Construotion Review Committee with copies of all plans and specifications used in the construction of the Arena. AUTHORITY agrees to obtain the consent of the Leasehold Mortgagee to the vesting in the CITY of all rights, title and interest in the Construction Documents if this Lease is terminated, by reason, Section.8. RocjUX The parties represent, warrant and covenant that the foregoing recitals are aoc3urate, which recitals are incorporated herein by referenoo. Section E.7. DMAA. The sole purposes for which DECONA, is executing this Agreement are to transfer to the AUTHORITY all rights it may have relative to the Southeast Overtown/Park West Phase I Request for Proposals and to confirm its limited rights and obligations specifically enumerated in this Lease, which limited rights shall exist only so long as DECOMA, its successors and assigns as permitted under the Miami Arena Contract, is OPERATOR and the Miami Arena Contract has not been terminated. Section 2.8. '® Convenant. Hot To Pledge. eta. OPERATOR shall not during the Term hereof pledge, hypothecate or in manner whatsoever encumber the Arena or any building or :r4 improvements placed on the Project Land or any portion thereof. SECTION 3 tie BBrIT Section 3.1. Rent. The AUTHORITY has paid and agrees to -sr ;g Tay rent to the CITY as follows: L (a) "Annual Rental". For years one (1) through five (8) of the Initial Term, commencing on the Opening Date, annual rental ("Annual Rental") of $300,000.00 shall be paid annually in .,4 t �'H ;K arrears on or before the last day of each annual anniversary date, and shall continue to be so paid for the remainder of years one (1) through five (s). Commencing with year six (6) through thirty (30) years after the Opening Date, the Annual Rental shall be paid semi-annually in arrears in equal semi-annual installments of one hundred fifty -thousand ($150,000) dollars. -18- 86-74 Z a 17. (b) "AaJu " . Commencing with year thirty-one (31) from the Opening Date and once every five (8) years thereafter throughout the Terra ("Adjustment Datos" ) the Annual. Rental shall be adjusted justed an not forthi in this 8eotion 3.1(b) (the "Adjusted Annual Rental"), which shall continue to be paid in arrears semi-annually as set forth; in section 3.1(a) herein. The Adjusted Annual Rental shall be determined by competent and disinterested MAI certified (or substantially equivalent licensed appraisers if MAI certified appraisers no longer exist), one of whom shall be selected and paid for by the CITY and one selected and paid by the AUTHORITY such selection to occur no later than one hundred eighty (180) days prior to any Adjustment Date. If the Adjusted Annual Rental as determined by each of the foregoing appraisers differs by five (8) percent or less, then the average of the two Adjusted Annual Rental appraisals shall be utilized. In the event the two Adjusted Annual Rental appraisals differ by greater than five (8) percent, the two appraisers so selected shall select a third appraiser not later than one hundred twenty (120) days prior to any Adjustment Date, the expense to be born equally by the CITY and the AUTHORITY, and the three appraisers so selected shall determine not later than ninety (90) days prior to any Adjustment Date the Adjusted Annual Rental to be paid by the AUTHORITY for the ensuing five (5) year period. In the event that either the CITY or the AUTHORITY shall fail to appoint an appraiser prior to one hundred eighty (180) days before any Adjustment Date, or in the event the first two appraisers shall fail to select a third -17- S6-74Z appraiser within thirty (30) days after they have been seleoted, then the appraiser in question shall be appointed not later than one hundred (1.00) days prior to any Adjustment.Date by the Senior Judge (in Length of service) of the United States Distriot court for the Southern Judicial. District of Florida (acting in the Judge's discretionary and not judicial capacity), on request of either party or of either of the first two appraisers, as the case may be. It is the purpose of this Section 3.1 to have the Adjusted Annual Rental determined not later than ninety (90) days prior to any Adjustment Date. In the event the Adjusted Annual Rental is not so determined by the Adjustment Date, the Annual Rentals shall continue at the Annual Rental for the immediately preceding period until a determination of the fair rental value of the Project Land is made pursuant to Section 3.1(o) hereof; however, once the Adjusted Annual Rental determination is made, the difference between the amount of the newly determined Adjusted Annual Rental and the amount of the Annual Rental actually paid for the period of time from the last Adjustment Date to the time such determination is made shall become Additional Rent which shall be paid within thirty (30) days of such determination and notice of such determination. In no event shall the Annual Rentals for any period during the Term be less than the Annual Rentals actually paid for the immediately preceding period. Notwithstanding the foregoing. provisions in this Section 3.1 (b), the City Manager and the AUTHORITY may mutually agree to an Adjusted Annual Rental that is less than the Adjusted Annual Rental so determined by the appraisal,proosse set forth in Section 3.1 (b and o) herein. -18- AA 86--#7Z i (Q) " ae A_t111_ a1 A®TA" . The appraisers when select shall be instruotedt that they are to determine the fair rental value of the Projeot Land herein demined, based on it's highest and best use at suoh time taking into a000unt the oust of demolition, removal and clearing Of the Arena from, the Projeot Land and the additional sun of seven million, one hundred twenty- one thousand ($7,1.21,000.00) dollars whioh represents the original contribution of the OPERATOR toward Projeot Costs. In no event shall the Rental be less than the fair rental value of an Arena on the Projeot Land. The Adjusted Annual Rental appraisal shall be in writing and oopies thereof shall be given to the CITY and the AUTHORITY ninety (90) days prior to the next ensuing Adjustment Date. The amount of the Adjusted Annual Rental shall be the Adjusted Annual Rental for the remainder of the five (3) year term, payable monthly in advance, until the 000urrenoe of the next Adjustment Date (the "Annual Rental" and the "Adjusted Annual Rental" shall be colleotively referred to as "Annual Rentals"). �t (d) "Ad Valorem Taxation". In the event there is a legal determination made by a oourt of oompetent jurisdiotion that the Projeot Land is to be subjeot to ad valorem taxation ;> then such taxes shall be paid by the AUTHORITY when due and c payable. The CITY oovenants to join with the AUTHORITY as a oo- party to oppose the imposition of suoh ad valorem taxation by any governmental entity. The CITY may eleot to retain its own oounsel is whioh event it shall bear its own oounsel fees; the AOTHORITY shall bear all other posts and fees of AUTHORITY and -19- 86--174 CITY in oontesting the imposition of ad valorem taxation hereunder. (a) "Add.o a en*tA" . The AUTHORITY shall pay to the CITY any Additional Rent (as defined. in this Agreement) whioh shall be due the earlier of: (i) within thirty (30) days of written demand by CITY, or (ii) with the next payment of Annual Rentals. SECTION 4 wARRMIES OF TiTL Section 4.1. TJUQ. -BTtTRHANCE AND HASSMBNTS The CITY represents, warrants, and covenants that it has good and marketable fee simple title to and is seized of the Project Land, and all improvements thereon, whioh title is free and clear from all covenants, easements, liens, clouds of title or other encumbrances except those of record listed in Exhibit E attached hereto and has full right and authority to execute -this Agreement and such execution is duly authorized. Section 4.2. Nondisturbano®. The CITY covenants and agrees with the AUTHORITY for the benefit of the AUTHORITY and the OPERATOR and any and all Subtenants occupying any part of the Arena from time to time, that in the event of a termination of this Lease due to an AUTHORITY default or CITY default, the possession of each such OPERATOR or Subtenant in rightful possession pursuant to this Lease and the Miami Arena Contract, and the enjoyment of all rights and privileges hereunder and under their respective agreements or leases by such OPERATOR or Subtenants, shall not be disturbed so long as such OPERATOR is -ao- 86-�74Z AOL not in default under the Miami Arena Contraot or suoh Subtenant is not in default under the Subtenant's agreement at the time of ' termination of this Lease. Sub jeot to this Sootion 4. R, AUTHORITY and OPERATOR aoknowledge that it is not the Intent of this Agreement to limit or restriot the rights and interests granted to AUTHORITY and OPERATOR under the Miami. Arena Contraot in any way. This nondisturbanoe agreement shell be self - operative and no further Agreement between the CITY and any suoh OPERATOR or Subtenant shall be necessary to effect the same. The CITY agrees from time to time, promptly upon request of the AUTHORITY or any OPERATOR, or Subtenant, that it will enter into agreements with the AUTHORITY and any such OPERATOR or Subtenant confirming such nondisturbanoe agreement. Any such confirmatory agreement may be made on behalf of the CITY by the City Manager. AUTHORITY shall perform all of its obligations under the Miami Arena Contract, this Lease and under any Leasehold Mortgage that may be obtained by it in accordance with the provisions of such mortgage. Upon any default in performanoe of such obligations, or a termination of this Lease prior to expiration of the Term hereof, OPERATOR and/or CITY shall deliver to any other party to this Lease and/or Leasehold Mortgagee a written notice ("Loss of Rights Notice") stating that the AUTHORITY shall have only those rights and interests hereafter specified in this Section 4.E. From and after delivery of a Loss of Rights Notice the following provisions shall apply: (i) AUTHORITY shall have no right to receive Owner's Seat Use Allocation, Owner's Operating Income Allocation or any other money arising out of, from or oonneoted -21- 86-1'42 with the Arena and Project Land; (i i) AUTHORITY shall no longer have any right or interest In the Main,tenanoe Aocount or Replacement Fund for the purposes and to the extent specified in the Miami Arena Contract; (Ili,) the Convention Development Tax Revenues that pursuant to the Miamii, Arena Contract have been dedicated) to the Arena and Owner's Allocation of Operating Income and Owner's Beat Use Allocation for each Operating Year shall be paid, directly to the Operator Fund and used to fund the AUTHORITY's obligations under the Miami Arena Contract for such Operating Year; (iv) subject to the requirements of the preceding subparagraph (III), CITY shall have the right to withdraw that portion of the funds in the Operator Fund in excess of three million ($3,000,000.00) dollars (provided that at the time of suoh-withdrawal and at the time of any future withdrawal there is a balance then in the Operator Fund of at least three million ($3,000,000.00) dollars) and use such withdrawn funds as CITY, in its sole discretion, deems appropriate and OPERATOR, at no time, shall have any right to the portion of funds in the Operator Fund in euoess of three million ($3,000,000.00) dollars; (v) CITY (or in the instance in which the AUTHORITY has not been dissolved a sucoessor governmental entity appointed by the CITY for such purpose) shall make disbursements out of the Operator Fund and the Maintenance Account in the same manner and for the same purposes that the AUTHORITY is obligated under the Miami Arena Contract; (vi) Subject to the preceding subparagraphs, all rights, interests, obligations, covenants, restrictions and requirements of the AUTHORITY under this Lease shall become the - as - 86-�742 L rights, Interests and (subject to the limitations on liability not forth, in Seoti,on. 18. I of this Lease and Exhibit L.1.6.3 of the xlamli Arena Conrraot ) the obligations, oovenants , restrioti.ons and requirements of OPERATOR and all, rights and interests of the AUTHORITY under the Miami Arena Contract shall become the rights and interests of the CITY or whoever is them lessor under this Lease; and such rights and interest shall be self operative with no further agreement between CITY and OPERATOR being necessary to effect the same. The OPERATOR agrees from time to time, promptly upon request of the CITY, that it will enter into agreements with the CITY confirming CITY's rights and interests set forth in this Lease and the Miami Arena Contract. Upon an Operator Default under the Miami Arena Contract or this Lease, CITY shall have the right to terminate the Miami Arena Contract and this Lease and pay to OPERATOR an amount of money equal to the lesser of the Termination Fee or the amount of money in the Maintenance Account, Operator Fund and available to OPERATOR through OPERATOR's claim on the Convention Development Tax Revenues. Subject to the provisions of this Section 4.2, proceeds remaining in the Operator Fund after OPERATOR has been terminated by the CITY pursuant to AUTHORITY's right to terminate OPERATOR under the Miami Arena Contract shall be the CITY'a to be used as the CITY deems appropriate. The CITY, and it's successors and assigns, shall have no liability for failure of the AUTHORITY to fulfill any of AUTHORITY's obligations under the Miami Arena Contract and OPERATOR`s sole remedy shall be either: (a) to terminate the Miami Arena Contract -as- 8f -74Z is =' A"A nnllant the Tarmination Fee aolely from anv funds then remaining in the Operator Fund and to the extent permissible under the Bonds, in the Maintenance ,Account and available through OPERATOR's claim on the Convention Development Tax Revenues; or (b) to continue as OPERATOR under the Miami Arena Contract and this Lease with OPERATOR braving all rights and obligations of OPERATOR under the Miami Arena Contract and this Lease and AUTHORITY's obligations under this Lease subjeot to the provisions of this Eeotion 4.2 (1), (11), (111), (iv), (v), (vi), and being permitted to 000upy the Arena and the Projeot Land so long as there exists no oondition that Constitutes an Operator Default under the Miami Arena Contraot and this Lease and all Annual Rentals, all Additional Rent and other payments due the CITY under this Lease, if it was in effeot, are made on a timely basis. Seotion 4.3. Quiet Enjoyment by AUTHORITY. CITY agrees that if AUTHORITY pays the Annual Rentals and other oharges herein provided and shall perform all of the oovenants and agreements herein stipulated to be performed on AUTHORITY's part, AUTHORITY shall, at all times during said Term, have the peaoeable and quiet enjoyment and possession of the Arena on the Projeot Land without any manner of hindrance from CITY or any persons lawfully olaiming through CITY, exoept as to suoh portion of the Arena and Projeot Lanni as shall be taken by oondemnation. Seotion 4.4. Basements Granted to the AUTHORITY. The CITY grants to the AUTHORITY, its suooessors and assigns the following: -24- 86-74Z r • (a)=lily �ogogA ka • SAP iA1 /M` a il[3 tl FF right and easement (the "AUTRORITY Easement-) to InStal,l. , maintain, repair and replace utility faal.l,ities suoh an water, gas, ol.eotrio , and telephone lines and storm, and sanitary severs within the Pro jeot Laud, and any other property owned by the CITY whioh in not a dedicated street, in the l.00ation shown therefore on the AUTHORITY -approved playas for the Construction Work and in such other locations approved by the City Manager from time to time; (b) X l Bast. The non-exolusive rights and easement (the "AUTHORITY Vehicular Easement") for the unobstructed access by servioe and emergency vehicles to and from the Arena and the Project Land, at such locations as may be approved by the City Manager from time to time; and (o) The non-exolusive rights and easements for installation, maintenance, repair and replacement of utility facilities and for pedestrian and vehicular access to and from the Arena and the Project Land, at such locations as may be approved by the City Manager from time to time. (d) Limitations on Easement Rights. The rights and easements granted to AUTHORITY its successors and assigns or reserved in this Section 4.4 shall be limited as follows: (1) The party having the benefit of any such easements (i) shall carry on any construction, maintenance or repair activity with diligence and dispatch and shall use its diligent efforts to complete the same in the shortest time possible under the circumstances (foroe majeure excepted), and Ui)-shall not carry on any construction, maintenance or repair -a8- 8f --'74Z aotivity In the casement area in suoh manner as to unreasonably interfere with the use and enjoyment of the servient tenement, in oarrying on suoh activities, will do so in suoh a manner as not to unreasonably interfere with. ConstruotiOn Work or any business or businesses thew being oonduoted in or on the Arena and Projeot Land by the AUTHORITY or the OPERATOR. (2) Exoept in the event of emergenoy, the party having the benefit of suoh easement shall not parry on any oonstruotion, replacement, maintenance or repair aotivity at any time in suoh easement area unless notifying the other party of its intention to do so. (3) Promptly upon the completion of any suoh oonstruotion, repair or maintenanoe aotivity, the party having the benefit of suoh easement shall, at its expense, restore the surface of the easement area as nearly as possible to its former oondition and appearanoe. (4) Annexed hereto as Exhibit "I" is a survey showing all easements affecting the Projeot Land. which survey has been reviewed by the Direotor of Publio Works of the City of Miami and found by him to be aoourate. 4. (e) p ration of $asements. Unless a shorter term is provided, eaoh of the rights and easements granted or reserved in ;this 8eotion 4.3 shall be for the Term of this Lease. (f) Confirmatory Instruments. The CITY oovenants and agrees that from time to time. in a form aooeptable to the City Attorney, at the request of the AUTHORITY, its suooessors and Or inetrUments oonfirming the rights and easements granted and reserved in thin Oeotlou 4.3. The City Manager is hereby authorized and empowered on behalf of the CITY to execute and deliver, from time to time, any such oonfirmiatory documents or instruments. (g) The CITY covenants that it will not grant to a third party easements which will unreasonably interfere with the operation of the Arena in accordance with the Miami Arena Contract. Section 4.S. RoadX&yS_an Utilities. The CITY shall with- out expense to the AUTHORITY or public assessment against the Arena provide for the abandonment of all public streets and rights of way within the Project Land. The CITY shall cooperate with and assist the AUTHORITY and OPERATOR in the termination or transfer for the Term to the AUTHORITY, of all existing easement rights with respect to, water mains, sanitary sewers, storm drains, conduits, gas and eleotri.0 or steam distribution lines and fire alarm, traffic and phone systems, if any, in the Project Land, except for county easements. The CITY shall also transfer for the Term to the AUTHORITY all vacated CITY streets, easements and right-of-way on the Project Land within the CITY's control. All termination, abandonment, transfer and relocation, as the case may be, shall be done or performed in accordance with the provisions of this Section 4.5 with respect to the Project Land as rapidly as practicable and in a manner which will reasonably coordinate with the Work to be performed by the AUTHORITY and the OPERATOR on the Project Land. 27 86--742 k section . {2 a �+sa— n®8 iQII ®i the AFadF+ti1L-6filiti®� a The section — AUTHORITY and OPERATOR, at their sole oast And "Pence, will install or cause to be installed all necessary conneotioans between the work oonstruoted or erected by them on they Project Land and the water, sanitary sewer and storm water drain mains and mechanioal and eleotrioal conduits whether or not owned by the CITY and/or the Miami -Dade Water and Sewer Authority. The AUTHORITY and/or OPERATOR shall pay for all the additional cost, if any, of locating and installing new facilities for sewer, sanitary storm water drain mains, water, electrical and other utilities as needed to service the Project Land. Section 4.7. P®rmits aad Anprava.le. The AUTHORITY and/or OPERATOR shall secure and pay for any and all permits and approvals necessary for proper construction and completion of the Work and shall secure any and all permits and approvals required to perform and any and all of the work or operations contemplated to be done or performed under any of the provisions of this Agreement including, but not limited to, any alterations and renovations made pursuant to Section 14.1 hereof, and shall pay any and all fees and charges due to and collected by the CITY in connection with the issuance of any such permits and approvals. If the City manager's office shall be vacant or if the authority of the City manager shall change such that the City Manager shall not have the full authority to perform the obligations imposed on that office envisioned under this Lease, then the CITY shall notify the AUTHORITY and OPERATOR of such other officer or department as may be appropriate to perform the City manager's obligations. _28_ 8f -74Z SECTION o 'DBLTVgRY Oi� PQ�a��,,I,Q�j Section 5.1. If the CITY. for any reason whatsoever, cannot deliver possession of the Project Land to the AUTHORITY on the effective date of this Agreement, this Agreement shall not be void or voidable, nor shall the CITY be liable to the AUTHORITY or the OPERATOR for any loss or damage resulting therefrom; but in that event there shall be postponement of possession covering the period between the effective date hereof and the time when the CITY can deliver possession. SECTION 6 Section 8.1. The AUTHORITY shall not use or permit the Arena or the Project Land, or any part thereof, to be used for any purpose or purposes other than those set forth in Section 2.1 hereof; and no use shall be made or permitted to be made of the Arena or the Project Land, or acts done, which are in violation of Legal Requirements the breach of which might result in any Penalty to the CITY or forfeiture of the CITY's title to the Project Land or shall cause a cancellation of any insurance s4 polioy covering the Arena and the Project Land, or any part thereof, nor shall the AUTHORITY sell, or permit to be kept, 71 .used, or sold, in or about the Arena or the Project Land, any article which may be prohibited by the insurance then in effect. The AUTHORITY shall, at its sole cost, comply with all 0 maintenance of Insurance, as herein provided, ooveri.ng the Arena and the Project Land and any other improvements, buildings and appurtenances at any time located on the Project Lard. The AUTHORITY and the OPERATOR shall not commit, or suffer to be committed, any waste of the Arena or the Project Land, or any nuisance, nor permit or cause to be permitted any gambling activities in the Arena or on the Projeot Land. of any nature whatsoever, whether legal or illegal without specific prior City Commission approval which may be unreasonably withheld. in the event the City Commission approves gambling activites and the AUTHORITY desires to engage in such activities, AUTHORITY and CITY shall renegotiate this Lease to pay CITY additional compensation, subject to the provision of Section 35.9 of this Lease. SECTION 7 Section 7.1. The AUTHORITY and OPERATOR shall not vacate or abandon the Arena or Project Land at any time from the effective date hereof and during the Term hereof; if the AUTHORITY shall abandon, vacate or surrender the Arena or Project Land, or be dispossessed by prooess of law, or otherwise, any personal property belonging to the AUTHORITY and left on the Arena or Project Land shall be deemed to be abandoned, at the option of the CITY, to the CITY. -30- 86- 742 s SECTION a Seotion S.1 The AUTHORITY and OPERATOR shall permit the CITY and its agents, representatives, employees, and or designees of the CITY to enter into and upon the Arens and Faso jeot Land at all reasonable times for any reasonable purpose inoluding but not limited to developing CITY's Air Rights subjeot to the provisions of Seotion 2.4 of this Lease, inspeoting the Arena, or for the purpose of posting notioes of non -responsibility for alterations, additions, or repairs; �2�Y.�wev®r, that the CITY's rights under this Seotion S shall not unreasonably interfere with the operation of the Arena, or the performanoe of the OPERATOR's obligations under the Miami Arena Contraot. SECTION 9 T SPER Seotion 9.1. Definitions. As used in this Seotion 9 the term, "Transfer" means: (a) Any total or partial sale, assignment or oonveyanoe by the AUTHORITY of its rights under this Lease inoluding but not limited to Leasehold Mortgages, Finanoing Subleases, or any trust or power, or any other transfer in any other mode or form by aot or omission of or with respeot to this Lease or of the leasehold estate in the Projeot Land or any part thereof or any interest therein, or any oontraot or agreement to g f, longer an independent and autonomous agenoy and IuAtrumeutal.,ity of the OXTY. (0) Any total or partial, RELIC, mssIgnment, couveyamoe, subordination or other form of transfer of the AUTHORITY's interest in the Miami Arena Contraot or any subsequent OPERATOR agreement. (d) Any total or partial sale, assignment, or pledge or other enoumbranoe or hypotheoation of more than eighty five peroent (85%) of the ownership interests, distributive share of inoome, allocable shares of tape losses, or other transfer of OPERATOR. (a) Notwithstanding the foregoing provisions in this Seotion 9.1, the term Transfer shall not inolude any sale, partial sale, assignment, oonveyanoe, subleases, lioenses, trust s� s ; successors in interest, by operation of law or otherwise, shall, except as provided for in the Miami Arena, Contra4ot, assign, transfer or mortgage this Lease, or sublet the whole or any part of the Arena or the Projeot Land or permit the Arena or Projeot Land or any part thereof to be used or ocoupled by others other than OPERATOR and its designees for the purposes of operating an Arena faoility. Any violation of any provision of this Lease, whether by aot or omission, by any transferee, assignee. sub- tenant or under -tenant or occupant other than OPERATOR, shall be deemed a violation of suoh provision by the AUTHORITY, it being the intention and meaning of the parties hereto that AUTHORITY shall assume and be liable to CITY for any and all acts and omissions of any and all transferees, assignees, subtenants, under -tenants and occupants. If the AUTHORITY makes any transfer of this Lease, the CITY may and is hereby empowered to oolleot rent from the assignee and the CITY shall be entitled to all profit or gain resulting to AUTHORITY from any such Transfer and such profit or gain shall be Additional Rent hereunder. Any consent by CITY to any act of Transfer by AUTHORITY or of the OPERATOR, may be unreasonably withheld and shall be held to apply only to the speoifio transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of AUTHORITY, and OPERATOR. or AUTHORITY's and OPERATOR's legal representatives or assigns, to obtain from CITY consent to any other or subsequent transfer assignment or subletting, or as modifying or limiting the rights of CITY under the foregoing covenant by AUTHORITY not to assign or sublet without such consent. -33- 86-'742' r. Reoeipt of rent by CITY, with knowledge of any breach of this Lease by AUTHORITY or of any default by AUTHORITY in the observance or performance of any of the conditions or covenants of this Lease, shall not be deemed to be a waiver of any }provision of this Lease. The AUTHORITY shall pay all costs, expenses, and reasonable attorneys fees that may be incurred or paid by CITY in processing, dooumenting, or administering a request by AUTHORITY for CITY's consent pursuant to this section. Section 9.3 . pas®® of R®®triotinr�g o Tr���s�ers . This Lease is granted to the AUTHORITY solely for the purpose of development of an Arenas on the Project Land and its subsequent use in accordance with the terms hereof, and not for speculation in landholding. The AUTHORITY and OPERATOR recognize that in view of: (a) The importance of the development of an Arena on the Project Land to the general welfare of the community; (b) The substantial financing and other public aids that have been made available by the CITY for the purpose of making such development possible; and (o) The fact that the qualifioations and identity of OPERATOR and the AUTHORITY are of particular oonoern to the # community and the CITY. Section 9.4. RSecruirementa of Transfers. No Transfer of the nature described in subsections (a), , (b), (o) of Section 9.1 shall be effective unless and until the entity to which such `. Transfer is made, by instrument in writing satisfactory to the 4, :. -34- 86-742 CITY Manager and CITY Attorney and in form recordable among the Land Records of Lade County, shall, for itself and its suooessors and assigns, and especially for the benefit of the CITY, expressly assume all of the obligations of AUTHORITY under this Lease and agree to be bound by and upon all oovenan.ts, agreements, terms, provisions, conditions and restrictions which AUTHORITY must perform or observe; provided, however, that any Lender, Leasehold Mortgagee, Lender/Landlord transferee shall not be required to assume any personal liability under this Lease with respect to any matter arising prior or subsequent to the period of such transferee's actual ownership of the leasehold estate created by this Lease (it being understood, nevertheless, that the absence of any such liability for such matters shall not impair, impede or prejudice any other right or remedy available to the AUTHORITY or the CITY for default by the AUTHORITY or OPERATOR; and provided further, that the fact that any suoh transferee of, or any other successor in interest to the AUTHORITY to the leasehold estate in the Project Land or the Arena, or any part thereof, shall assume such obligations and not relieve transferee or successor from such obligations. oonditions or restrictions, or deprive or limit the CITY of or with respeot to any rights, remedies or controls with respect to the leasehold estate in the Projeot Land or the oonstruction of the Arena. No Transfer of the nature described in subsection (d) of Seotion 9.1 shall be effeotive unless and until the entity to whioh suoh Transfer is made has been approved by the City Manager. -38- 8E- 74Z n Seotion 9- a - '.aneAr® a C� ems_ _ _iAt��r o. mothing oontainedl in this I -ease shall in any manner restriot or limit the CITY's right to seal in whole or in part, assign, oonvey, mortgage, trust or power, or other transfer in any mode or form or with respeot to but not smiting the CITY's fee interest, reversionary interest in the Projeot Land, Air Rights, and other direot or indireot interest therein to any purohaser, assignee, mortgagee, or trustee subject to the provisions of Seotion 2.4 hereof; provided that, suoh purchaser, assignee, mortgagee or trustee shall have a minimum oapitalization of one million ($1,000,000.00) dollars and expressly agrees to assume the obligations of the CITY under this Lease in form satisfaotory to Leasehold Mortgagee. Provided the CITY oomplies with the provisions of this Seotion 9.5 in the event of a sale in whole or in part, conveyanoe, mortgage, trust or power, or other transfer of the CITY's interests in this Lease (hereinafter referred to as "CITY Transfer"): W the AUTHORITY and OPERATOR agree to relieve the CITY from all liability and to look solely to the new transferee for the performance of the terms and oonditions hereunder; and (ii) the CITY agrees that as a condition preoedent to a CITY transfer, the new transferee shall agree to pay any additional ad valorem tax, personal property tax and intangible tax imposed on the Arena and Projeot Land as a result of suoh CITY transfer; and (iii) the Operator Fund desoribed in Seotion 4.2 shall be deposited with an esorow agent aooeptable to transferee and OPERATOR. -36- 86-'�4Z Seotion 9. c�czoeo In the event the AUTHORITY eeasea to exist as a legal entity, the CITY may appoint or establish a suooessor governmental entity other than the CITY whioh: (1) shall assume all of the rights and obligations of the AUTHORITY under this lease and the Miami Arena Contraot which OPERATOR shall so reoognize, and (2) shall, have aoquired all the assets of the AUTHORITY inoluding without limitation W11 rights and olaims that the AUTHORITY may have to reoeive any portion of the Convention Development Tag Revenues as defined in the Miami Arena Contraot. SECTION 10 Seotion 10.1. Leasehold Mortgage. (a) night to Eno ber. Provided that an AUTHORITY f Default has not 000urred and is not continuing, the AUTHORITY shall have the right, subjeot to OPERATOR rights under the Miami i Arena Contraot, attaohed as Exhibit C, and CITY Manager approval pursuant to Seotion 9 herein, at any time and from time to time to enoumber the leasehold estate oreated by this Lease and any i. improvements by Mortgage, Sale-Subleasebaok Transaotion, deed of 4; trust or other seourity instrument, inoluding. without limitation, an assignment of the rents, issues and profits from the Projeot belonging to AUTHORITY to seoure repayment of a loan i or loans (and assooiated. obligations) made to the AUTHORITY or its designees by an Institutional Investor, provided that in oonjunotion with the AUTHORITY determination of the uses of ? suoh long term finanoing or refinanoing: (i) the CITY shall i i j -37- 86-742 :. 00Z86nt, whi0h consent shall not be Unreasonably withheld, to the ,. AUT$ORITY's obtaining suoh financing for the purpose of effecting Extraordinary Replacement and Repair Expenses, (ii) the CITY Shall consent, which consent may be unreasonably withhold, to the AUTHORITY obtaining such financing for any other purpose other than Extraordinary Replacement and Repair Expanses. The AUTHORITY shall deliver to CITY and to OPERATOR promptly after exeoution by the AUTHORITY or its designee a true and verified oopy of any Leasehold Mortgage, or any Finanoing sublease and any previously approved amendment, modifioation or extension thereof, together with the name and address of the owner and holder thereof. (b) flPSRATOR'e and Lander's Right to Cure Default. t During the oontinuanoe of the Miami Arena Contraot or subsequent Operating agreement and during the oontinuanoe of any Leasehold Mortgage until suoh time as the lien of any Leasehold Mortgage T' has been extinguished, and if a true and verified oopy of suoh - Leasehold Mortgage shall have been delivered to the City Manager u: together with a written notioe of the name and address of the -; owner and holder thereof as provided in Seotion 10.1(a) above or s at any time under the Miami Arena Contraot as to OPERATOR whether -or not there is a Leasehold Mortgage in effeot: : (1) The CITY shall not agree to any mutual termination nor aooept any surrender of this Lease (except upon the expiration of the Initial Term, and Renewal Term(s), (if j. applioable) of this Lease) nor shall the CITY oonsrent to any material amend ant or modifioation of this Lease or waive any -38- 8f -'74Z rights or consents it may be entitled to pursuant to the terms hereof, without the prior written consent of Lender or OPERATOR. (2) Notwithstanding any default by the AUTHORITY in the performance or observance of any oovemmnt , condition or agreement of this Lease on the part of the AUTHORITY to be performed or observed, the CITY shall have no right to terminate this Lease even though an AUTHORITY Default under this Lease shall have occurred and be continuing, unless and until the City Manager shell have given the AUTHORITY, OPERATOR and Lender written notice of such AUTHORITY Default and the AUTHORITY, OPERATOR and Lender shall have failed to exercise their rights but without obligation to remedy or cause to be remedied such default or to acquire the leasehold estate created hereby or to commence foreclosure or other appropriate proceedings in the nature thereof, all as set forth in, and within the time specified by this Section 10. (3) Subject to the provisions of Section 10-1(b)(4) immediately below, Lender and OPERATOR shall have the right, but not the obligation, at any time prior to termination of this Lease and without payment of any penalty. to pay all of the rents due hereunder, to provide any insurance, to pay any taxes and make any other payments, to make any repairs and Improvements, to continue to construct and complete the Project, and do any other act or thing required of the AUTHORITY hereunder, and to do any act or thing which may be necessary and proper to be done in the performance and observance of the covenants, conditions and agreements hereof to prevent the -39- 86-"74 termination of this Lease. All payments so made and all things so done and performed by Lender or OPERATOR shall be as effective to prevent a termination of this Lease as the same would have been if made, done and performed by the AUTHORITY instead of by Lender or OPERATOR. (4) Should any AUTHORITY Default under this Lease occur, the AUTHORITY, Lender or OPERATOR shall have thirty (30) days after receipt of notice from the CITY setting forth the nature of such AUTHORITY Default, to remedy same and, if the default is such that possession of the Arena on the Project Land may be reasonably necessary to remedy the default, Lenden shall, within such thirty (30) day period, oommenoe and diligently prosecute a foreclosure action or such other proceeding as may be necessary to enable Lender to obtain such possession, provided that Lender shall have fully oured any default in the payment of any monetary obligations of the AUTHORITY under this Lease within such thirty (30) day or longer period and shall continue to pay currently such monetary obligations as and when the same are due. All rights of the CITY to terminate this Lease as the result of the occurrence of any such AUTHORITY Default shall be subject to and conditioned upon the CITY having first given the AUTHORITY, OPERATOR and Lender written notice of such AUTHORITY Default and Lender. and OPERATOR having failed to remedy (but without obligation) such default, or Lender failing to commence foreclosure or other appropriate proceedings in the nature thereof as set forth in and within the time period specified by this Section 10.1(b)(4). -40- 86--'74Z r i _ (3) An AUTHORITY Default under this Lease which in the nature thereof cannot be remedied by Leader or OPERATOR shall be deemed to be ran. edied if (a) within n thirty (34) logs after receiving written notice from the CITY setting forth the nature of such AUTHORITY Default, Vender skull have acquired AUTHORITY's leasehold estate created hereby or commenced foreclosure or other appropriate proceedings in the nature thereof, (b) Lender shall diligently and continuously prosecute any such proceedings to completion, (o) Lender shall have fully oured any default in the payment of any monetary obligations of the AUTHORITY under this=Lease which do not require possession of the Arena on the Projeot Land within such thirty (30) day period and shall thereafter continue to faithfully perform all such monetary obligations which do not require possession of the Arena on the Project Land, and (d) Lender shall have assumed the AUTHORITY's rights and obligations under the Miami Arena Contract (provided OPERATOR is not then in default under an OPERATOR agreement with the AUTHORITY) with OPERATOR to develop, construct Vu and/or operate the Arena subject to the oovenants, oonditions and use restriotions herein. Upon the taking of possession of the Arena on the Projeot Land by Lender, Lender shall perform all of tY, 4 the obligations of the AUTHORITY hereunder as and when the same are due. Any assignee or successor in interest to a Lender that �x has taken possession of the Project Land must assume all of the AUTHORITY's obligations hereunder, including, but not limited to, -` ` g the oompletion of all Work. - -41- 86-742 r, (8) If the Lender is prohibited by any process or injunction Issued by any court or by reason of any action by any court having jurisdiction of any bankruptcy, debtor rehabili- tation or insolvency proceedings Involving theAUTHORITY from commencing or prosecuting foreclosure or other appropriate proceedings in the nature thereof, the time periods specified in subparagraphs (4) and (D) above for commencing or prosecuting such foreclosure or other proceedings shall be extended for the period of such prohibition, provided that Lender shall have fully oured any default in the payment of any monetary obligations of the AUTHORITY under this Lease and shall continue to pay currently such monetary obligations as and when the same fall due, and provided that Lender shall diligently attempt to remove any such prohibition. At any time that a Lender is in possession of the Project Land pursuant to the terms hereof and at all times thereafter during the term of the Lease, the Lender shall continue to pay rental and Additional Rent pursuant to Section 3.1 (a), 1 and 2, 3.1 (b), 3.1 (o), 3.1 (d), 3.1 (e), 3.1 (f). - (7) The CITY shall mail to Lender and OPERATOR duplicate copy of any and all notices which the CITY may from time to time give to or serve upon the AUTHORITY pursuant to the provisions of this Lease, and no notice by the CITY to the AUTHORITY hereunder shall be deemed to be effective until &.copy thereof has been mailed to Lender and OPERATOR. (S) Foreclosure of a Leasehold Mortgage or any sale thereunder, whether by judicial proceedings or by virtue of any power of sale contained in the Leasehold Mortgage, or any -42- oonv+eysnoe of the leasehold estate created hereby from the AUTHORITY to Lender by virtue of foreclosure or deed in lieu of foreclosure or other appropriate proceedings In the nature thereof, shall not require the consent of the CITY or constitute a breach of any provision of or a default under this Lease. Upon such foreolosure, sale or conveyance, the CITY shall recognize Lender, or any other foreclosure sale purob.aser, as tenant I hereunder, exoept that all, obligations of the AUTHORITY herein contained shall be binding on the Lender only from and after the date that it shall take title to the AUTHORITY leasehold estate unless otherwise in this Section 10 provided, that Lender or any such foreclosure sale purchaser shall assume the rights and obligations of the AUTHORITY under the Miami Arena Contract, (provided OPERATOR is not then in default under the Miami Arena Contract or successor operator agreement with the AUTHORITY), and further, provided, that in the event there are two or more Leasehold Mortgages or foreolosure sale purchasers (whether the same or different Leasehold Mortgages), the CITY shall have no duty or obligation whatsoever to determine the relative priorities of such Leasehold Mortgages or the rights of the different holders thereof and/or foreclosure sale purchasers. In the event Lender subsequently assigns or transfers its interest under this Lease after acquiring the same by foreclosure or by an acceptance of a deed in lieu of foreclosure or subsequently assigns or transfers its interest under any such new lease, and in connection with any such assignment or transfer Lender takes back a mortgage or deed of trust encumbering such leasehold _ -�3- 86-74 4 interest to secure a portion of the purchase price given Leasehold Mortgage as contemplated under this Section 10.1, Lender shall be entitled to receive the benefit of this Section 10 and any other provisions of this Lease intended for the benefit of the holder of a Leasehold Mortgage. Any person or entity to whom this Lease or any such new lease is assigned must either enter into or assume Lender's obligations under an agreement acceptable to the CITY. (9) Should the CITY terminate this Lease by reason of any AUTHORITY Default, and such default has not been oured by Lender or OPERATOR, the CITY shall give notice thereof to the OPERATOR and all Leasehold Mortgagees, and the CITY shall, upon written request by Lender to the CITY received within sixty (60) days after such termination, execute and deliver a new lease of the Projeot Land to Lender for the remainder of the Term or Renewal Term, as the case may be, of this Lease with the same oovenants. conditions and agreements (exoept for any requirements which have been satisfied by the AUTHORITY prior to termination) as are contained herein, provided, however, that the CITY's exeoution and delivery of suoh new lease of the Projeot Land shall be made without representation or warranty of any kind or nature whatsoever, either express or implied, including without " limitation, any representation or warranty regarding title to the Projeot Land or any part of the Arena or the priority of such new lease (ezoept as to aotions taken by the CITY during the period oommenoing on the date of termination of this Lease and terminating on the date of such new Lease). The CITY's delivery -44- 8f - 742 of any improvements made by the AUTHORITY or any OPERATOR to Lender pursuant to suoh new lease shall bo made without representation or warranty of any kind, .or naturo whatsoever, either express or implied, and Lender shall taho any improvements "as -is" in their then ourrent oondition whether or not suoh improvements were made by the CITY during suoh time as the Projeot Land was not subjeot to a Lease. Upon execution and delivery of such new lease, Lender at its sole oost and expense shall be responsible for taking suoh aotion as shall be neoessary to oanoel and discharge this Lease and to remove the AUTHORITY and any other 000upant. subject to OPERATOR's and any Subtenant's rights under the Miami Arena Contraot (and the provisions of Section 4.2 of this Lease) from the Arena on the Project Land. The CITY's obligation to enter into suoh new lease of the Project Land with the Lender shall be conditioned upon Lender having remedied and oured all monetary defaults hereunder and having remedied and oured or has commenced and is diligently oompleting the cure of all non -monetary defaults of the AUTHORITY susoeptible to cure by any party other than by the AUTHORITY. if the, CITY receives written requests in acoordanoe with the provisions of this Section 10.1(9) from more than one Leasehold xortgagee, the CITY shall only be required to deliver the new lease to the Leasehold Mortgagee who is, among those Leasehold Mortgagees requesting a new lease, the holder of the most junior Leasehold Mortgage, provided that such Leasehold Mortgagee shall, not later than the eseoution of such new lease, either (a) pay in full the sums seoured by any or all Leasehold Mortgages which are -48- 86- 74Z prior in lien to the Leasehold Mortgage held by such Leasehold Mortgagee, or (b) agree to reinstate the lions of any or all Leasehold Mortgagee whi oh are prior In lien to the Leasehold Mortgage held by such Leasehold Mortgagee with the same relative priority as existed parlor to the termination of this Lease. If any Leasehold Mortgage having the right to a now lease pursuant to this Section 10.1(9) shall elect to eaten into a new lease but shall fail to do so or shall fail, to take the action required above, the CITY shall so notify all other Leasehold Mortgagees (if any) and shall afford such other Leasehold Mortgagee a period of sixty (60) days from such notice within which to elect to obtain a new lease in accordance with the provisions of this Seotion 10. Except for any liens reinstated pursuant to this seotion, any new lease entered into pursuant to this section shall be prior to any mortgage or other lien, charge or encumbrance on the Arena on the Project Land created after the date hereof, and shall have the same relative priority in time and in right as this Lease and shall have the benefit of all of the right, title, powers and privileges of the AUTHORITY hereunder in and to the Arena. At the AUTHORITY's request, the CITY will enter into an agreement with any Leasehold Mortgagee granting to the Leasehold Mortgagee the rights set forth in this Section 10. (10) The AUTHORITY shall if necessary submit from time to time proposed amendments to any provision which may be requested by any proposed Lender for CITY review and approval, which may be reasonably necessary, to implement the provisions of -48- 86--742` r' this section 10; provided. halmr, that any such amendment shall. not: (a) in any way affect the Term hereby demioed; nor (b) affect adversely in any material, respect any rights of the CITY under this Lease; (o) such approval, can be unreasonably w1thel.d; (d) shall be subject to the provisions of Section 33 of this Lease and (e) affect they rights of the OPERATOR under they Miami Arena Contract. (11) All rights and benefits afforded to a Leasehold Mortgagee in Section 10 hereunder shall also be afforded to a party providing financing to the AUTHORITY pursuant to a Financing Sublease. Section 10.2. No wa�iy®r of th® AUTHORITxs Obll�atiUn® ar C==,s Rights. Nothing contained in this Section 10 or in any Leasehold Mortgage shall be deemed or construed to relieve the AUTHORITY and OPERATOR from the full and faithful observance and performance of their covenants, conditions and agreements contained herein, or from any liability for the non -observance or nonperformance thereof, or to require or provide for the i ub subordination to the lien of suoh Leasehold ffiortgage of any estate, right, title or interest of the CITY in or to the.Projeot z .. or this Leese k'. SECTION 11 _ Not3-COMPB'PITION Section 11.1. The CITY agrees that during the Term hereof it shall not sponsor in any manner a facility that shall compete r►ith the Arena 4-hi h t ti 11 imil a w o s s an a y s ar events can be =° presented on a commercial basis to audiences of comparable size -47- S --74i other than the Jamey L. Knight International center. the Ralph Monroe Marine Stadium (as they presently exist), any Permanent and/or temporary Fxhi.biti 0n/Ccnventieon Hall Facility, including the c000nult Grove Exhibition Center and any expansion thereto, and the planned Bayfrout Park Amphitheater so long as commercial audiences who purchase tickets for any such event held at the amphitheater are restricted to no more than 4,000 people for each such event. Seotion 11.3. Deooma, as the OPERATOR, and its general partner, Deooma, Ltd. agree that for so long as Deooma is the OPERATOR under the terms of the Miami Arena Contract, Deooma and Deooma, Ltd, shall not develop, construct and operate, within the Florida counties of Dade, Broward, Monroe, and Palm Beach, an arena facility. which facility (a) is of similar size and quality and provides similar amenities to the Arena and (b) has been designed to accommodate and accommodates audiences of comparable size to those audiences which can be acoommodated in the Arena, and (o) holds events, on a commercial basis, that are the same events which would have been held at the Arena, but for the development, construction and operation of such facility by Deooma or Deooma, Ltd. This Section 11.2 shall not apply to �a shareholders of, or parties owning any beneficial interest in, 5 the above designated entities. Section 11.3. The AUTHORITY has represented to the OPERATOR and the OPERATOR understands and accepts that the Arena is not intended to be used for the prinoipal purpose of booking conventions, trade shows, and exhibition space but rather that -48- 8f -742 si e the Arena is to be a multipurpose sports and entertainment oomplex aoti,ng An a oatalyst for attraoti.ng profennional spouts franoblaes, musicals, +oonoerts, and other speolal event. In reoogniti.on of thin intention, OPERATOR agrees that It shall not prinolpally market the Arena for conventions, trade shows, and exhibitions. SECTION 12 N®TiC$S Seotion 12.1. Nethod and Addresses. All notioes, demands, or other writings required or allowed in this Agreement must be in writing and shall be served: (I) by depositing the same in the United States mail addressed to the party to be notified, postage prepaid. registered or oertified mail, return reoeipt requested; (ii) by delivering the same in person to such party; or (iii) by prepaid telegram, telex, private or commeroial teleoopy, or Federal Express or similar delivery servioe. Notioe given in a000rdanoe with (i) above shall be effeotive three (3) days after being deposited in the U.S. mail. Notioe given in a000rdanoe with (ii) or (iii) above shall be effeotive upon reoeipt at the address of the addressee. For the purposes of, notioe, the addresses of the parties shall be as follows: TO THE CITY: WITI COPIES TO: TO THE AUTHORITY: WITH A COPY TO: CITY ATTORNEY City of Miami Alfred I. DuPont Building 169 R . Fl.agler Street Suite 1101 Miami, Florida 33131 Teleoopy No.: 308@374-4730 MAYOR AND CITY COMMISSIONERS City of Miami 3000 Pan Amerioan Drive Miami, Florida 33133 MIAMI SPORTS AND BHHIBITION AUTHORITY 300 Biscayne Boulevard Way 1120 DuPont Plaza Center Miami, Florida 33131 ROBERT N. SBCHEN Blaokwell, Walker, Fascell & Hoehl 2400 AmeriFirst Building One S.E. Third Avenue Miami, Florida 33131 Telex No.: 82-2789 Teleoopy No.: 308-372-1468 TO OPERATOR C. DEAN PATRINELY, MANAGING DIRECTOR DBCOMA Venture 5181 San Felipe, Suite 1400 i Houston, Texas 77086 t WITH A COPY TO: FRANCIS J. COLEMAN JAMBS B. RYLANDER r., Vinson W Elkins #: 3330 First City Tower 1001 Fannin = Houstoa, Texas 77002-6760 Telex No.: 762146 VE88 HOU 3 Teleoopy No. 713-681-2346 FrOs a A after the, Opening Date, a copy of all notices to OPERATOR must also be sent to: NSA MANAGEMENT, INC. P. O. Box 288 :.: Houston. Texas 77001 �, 86 / i2 WITH A COPY TO: DENTS RRAUN Dow. Cogbuarn V Friedman The Coastal Tower Nine Greenway Plaza Suite 2300 Houston, Texas 7704O Teleoopy No. 713^020--3030 TO L13AGEROLD MORTGAGEE: As designated by the AUTHORITY. Section 12.2. fin$® ddr®ee. The address to which any notice, demand, or other writing may be given or made or sent to any party as above provided may be changed by 18 days advance written notice given by such party as above provided. SECTION 13 to AssSSSHE TS Section 13.1. T_azdE ae d tuna Ne_nt. As Additional Rent hereunder, the AUTHORITY shall pay and discharge as they become due, promptly and before delinquency, all taxes, assessments, rates, charges, license fees, municipal liens, levies, excises, or imposts, whether general or special, or ordinary or extraordinary, of every name, nature and kind whatsoever, including all governmental charges of whatsoever name, nature, or, kind, which may be levied, assessed, charged, or imposed, or which may become a lien or charge on or against the Arena and. Project Land, or any part thereof. the leasehold of the AUTHORITY herein, the Projeot Land described herein, the Arena or any other related improvement(s) within the Arena now or hereafter thereon, or on or against the AUTHORITY's estate hereby created which may be a subject of taxation, or on or against the CITY by reason of. its ownership of the fee underlying this Agreement, during the :14 C 86-742 entire Term hereof. Notwithstanding the provision of this Agreement to the contrary, neither OPERATOR, AUTHORITY nor Subtenants shall have any liability for any taxes, assessments, rates, charges, ljoense fee, municipal liens, levies, c oi,sos or imposts, whether general or special, or ordinary or extraordinary, of every name, nature or kind whatsoever which may be levied, assessed, charged or imposed or which may become a lien or charge upon the Air Rights or on any improvements located therein. Section 13.2. Ae®esements. The AUTHORITY shall also pay all special assessments and levies or charges made by any municipal or political subdivision for local improvements, and shall pay the same in cash as they shall fail due and before they shall become delinquent and as required by the act and proceedings under which any such assessments or levies or charges are made by any municipal or political subdivision. if the right is given to pay either in one sum or in installments, the AUTHORITY may elect either mode of payment and its election shall. be binding on the CITY. If, by making any such election to pay in installments, any of such installments shall be payable after the termination of this Agreement or any extended term thereof, such unpaid installments shall be prorated as of the date of termination, and amounts payable after such date shall be paid by the L CITY. All of the taxes and charges under this Section 13 shall be prorated at the commencement and expiration of the Term hereof. -aa- 86-�742 Section 13.3. Cont®st nQ Taues. If the AUTHORITY shall in good faith desire to contest the validity or amount of any tax, assessment, levy, or other governmental charge herein agreed to be paid by the AUTHORITY, the AUTHORITY shall be permitted to do so, and to defer payment of such tax or charge, the validity or amount of which the ,AUTHORITY is so contesting, until final determination of the contest, on giving to the CITY written notice thereof prior to the commencement of any such contest, which shall be at least ninety (90) days prior to delinquency, and on protecting the CITY on demand by a good and sufficient surety bond against any such tax, levy, assessment, rat®, or governmental charge, and from any costs, liability, or damage arising out of any such contest. The CITY covenants to join with the AUTHORITY as oo-party in contesting any ruling or finding, whether administrative of statutory, which would subject the _ Project Land to ad valorem taxes. The AUTHORITY agrees to provide it's counsel at AUTHORITY own expense to contest the imposition of the taxes aforementioned and to pursue the determination to the highest court of competent jurisdiction in the name of the AUTHORITY and the CITY. The CITY, at its sole _expense and option, may retain its own oounsel to contest the imposition. Section 13.4. Disposition of R®bates. All rebates on _.. a000unt of any such taxes, rates, levies, charges, or assessments ,required to be paid and paid by the AUTHORITY under the provisions hereof shall belong to the AUTHORITY, and the CITY shall. on the request of the AUTHORITY, execute any receipts, -53- g(,-'742- - ' Section 13.3. Coast®a1:in_Q�Taxe®. If the AUTHORITY shall in good faith desire to contest the validity or amount of any tax, assessment, levy, or other governmental eharge herein agreed to be paid by the AUTHORITY, the AUTHORITY shall be permitted to do so, and to defer payment of such tax or charge, the validity or amount of which the AUTHORITY is so contesting, until final determination of the contest, on giving to the CITY written notice thereof prior to the commencement of any such contest, which shall be at least ninety (90) days prior to delinquency, and on protecting the CITY on demand by a good and suffioient surety bond against any such tax, levy, assessment, rate, or governmental charge, and from any costs, liability, or damage arising out of any such contest. The CITY covenants to join with the AUTHORITY as co -party in contesting any ruling or finding, whether administrative of statutory, which would subject the Project Land to ad valorem taxes. The AUTHORITY agrees to provide it's counsel at AUTHORITY's own expense to contest the imposition of the taxes aforementioned and to pursue the determination to the highest court of competent jurisdiction in o: the name of the AUTHORITY and the CITY. The CITY, at its sole t ' expense and option, may retain its own counsel to contest the r. imposition. Section 13.4. Disnoeition of Rebates. All rebates on .:a000uat of any such taxes, rates, levies, charges, or assessments ,.required- to be paid and paid by the AUTHORITY under the provisions hereof shall belong to the AUTHORITY, and the CITY shall, on, the .request of the AUTHORITY, execute any reoeipts, -83- 86--742. assignments, or other ac qutttanoes that may be neoeSaary In the Project Land in order to secure the r000very of any such rebates, and shall pay over to the AUTHORITY any such rebates that may be received by the CITY. Section. 13.5. Ra3oal . The AUTHORITY shall obtain and deliver receipts or duplicate receipts to that CITY for all taxes, assessments, and other items required hereunder to be paid by the AUTHORITY, promptly on payment thereof. SECTION 14 BULDIM Section 14.1. Ahtera acne. Improvements. and Changes Permitted. The AUTHORITY shall have the right to effect all alterations, repairs, improvements and changes as set forth in Exhibit P attached hereto and made a part hereof and any alterations, repairs, improvements, that are necessary for the health, safety and welfare of the patrons using the Arena, or to preserve the structural integrity of the Arena, or to effectuate Improvements or repairs that must be made to comply with provisions of any agreement, including the Miami Arena Contract that has been approved by the AUTHORITY and the CITY, without the prior consent of the CITY. The AUTHORITY shall have the right, after receiving prior written consent from the City Manag.er, which may be unreasonably withheld, to make such other alterations, improvements, and changes to any Work to be completed on the Project Land, or, subject to the terms and conditions of this Lease, to replace any such Arena with a new one of at least equal value, provided that the value of the Arena Qc 86- 742 4.A shall not be diminished and the structural integrity of the building shall, not be adversely affeoted by any such alterations, improvements, or obamges, or that any proposed now Arena be substantially equivalent to the one which it is to replace, as the oase may be. The AUTHORITY shall, in no event make any alterations, Improvements, or other ohanges of any kind to the Arena, the Projeot band or any improvement on the Projeot Land that shall deorease the value of suoh Arena, Projeot Land, or improvement, or that shall adversely affeot the structural integrity of the Arena or improvements. Seotion 14.2. o� an—Q"mprovemente. Any new Arena and improvement(s) oonstruoted by the AUTHORITY or its designees pursuant to Seotion 14.1 on the Projeot Land, and all alterations, improvements, ohanges, or additions made in or to such Projeot Land shall be the property of the AUTHORITY for the Term or until the termination hereof. Seotion 14.3. Notice to CITY. The AUTHORITY Shall give the low thereto, in good, sanitary, and, meat order, condition and repair, and exoept as speolfioally provided herein, restore and rehabilitate any improvements of any kind whioh may be destroyed or damaged by fire, casualty, or any other cause whatsoever. The CITY shall not be obligated to make any repairs, replaoements, or renewals of any kind, nature, or desoription, whatsoever to the Arens or any buildings or improvements on the Project Land. The AUTHORITY shall also comply with and abide by all federal, state, county, municipal, and other governmental statutes, ordinances, laws, and regulations affecting the Project Land and the Arena or any activity or condition on the Project Land or the Arena. Section 15.2. a ®r DestXUQ± =. The damage, destruo- tion, or partial destruction of the Arena or any building or other improvement which is a part of the Arena and Project Land shall not release the AUTHORITY from any obligation hereunder, :exoept as hereinafter expressly provided, and in vase of damage to or destruction of the Arena, the Project Land or any such building or improvement, the AUTHORITY shall at its own expense within (ninety) 90 days of receipt of insurance proceeds, to the extent suoh proceeds are adequate, oommenoe and continue to repair and restore the same to a condition as good or better than r: that which existed prior to such damage or destruction. Without limiting such obligations of the AUTHORITY, it is agreed that the proceeds of any insurance covering such damage or destruction shall be made available to the AUTHORITY for such repair or replacement. -88- 56-742 Seotion i n . 3 . pamag. 4, a saga rr ¢a� Toward End of Tam In oases of destruotion of the Arena or any of the building(s) on the Pro jeot ]Land or damage thereto from any oause so as to make it untenantable ocourring during the last five (5) years of the Term hereof , the CITY, may eleot to terminate this Agreement by written notice served on the AUTHORITY and OPERATOR within, sixty (60) days after notice of the oocurenoe of such damage or destruction. In the event the CITY terminates this Agreement pursuant to this Section 18.3, there shall be no obligation on the part of the AUTHORITY to repair or restore the Arena or any building(s) or improvement(s) nor any right on the part of the AUTHORITY or OPERATOR to receive any proceeds collected under any insurance policies covering such building or any part thereof, and the CITY shall be entitled to receive all insurance proceeds. The AUTHORITY and OPERATOR shall within ten (10) days of demand from and notice by the CITY, take whatever reasonable action that is requested by the CITY with respect to the insurance proceeds and the Arena. On such termination, rent, taxes, assessments, and any other sums payable by the AUTHORITY and OPERATOR to the CITY hereunder shall be prorated as of the termination date, and is the event any rent, taxes, or assessments shall have been paid in advance, the CITY shall rebate the same for the unexpired period for.whioh payment shall.. have been made. Section 15.4. $leotion not to Terminate . If. in the event of such destruction or damage during the last five (5) years of the Term hereof, the CITY does not elect to terminate this -87- 86—'742 Agreement, the proceeds of all Insurance covering much damage or destruction sbal,l, be made available to the AUTHORITY for such repair or replacement, and the AUTHORITY shall be obligated, upon demand from and notice by the CITY, to repair or rebuild the Arena, the building(s) and all improvements as above provided to the extent of adequate insurance proceeds actually received. SECTION 16 Seotion 16.1. The AUTHORITY shall fully and promptly pay for all water, gas. heat, light, power, telephone servioe, and other publio utilities of every kind furnished to the Arena and Projeot Land throughout the Term hereof, and all other oosts and expenses of every kind whatsoever of or in oonneotion with the use, operation, and maintenanoe of the Arena, and Projeot Land and all aotivities conduoted thereon, and the CITY shall have no -responsibilities of any kind for any payment thereof. SECTION 17 LIM Seotion 17.1. The AUTHORITY's Duty To Keep Projeot Land Free of Lie iz.. The AUTHORITY shall keep all of the Projeot Land and every part thereof and all the Arena, the buildings and other improvements at any time looated thereon free and olear of any and all meohanios, materialmen's, and other liens for or arising out of or in oonneotion with the Work or labor done, servioes performed, or materials or appliances used or furnished for or in oonneotion with any operations of the AUTHORITY or OPERATOR, any alteration, improvement, or repairs or additions whioh the -88- ___ SG- 742 AUTHORITY may make or permit or cause to be made, or any work or construction, by, for, or permitted by the AUTHORITY on or about the fro,jeot Land, or any obligations of any kind Incurred by the AUTHORITY, and at all times promptly and fully to pay and discharge any and all claims on which any suoh lien may or could be based, and to indemnify the CITY and all of the Project sand and Arena and improvements therein against all suoh liens and claims of liens and suits or other proceedings pertaining thereto. Section 17.2. QztestiLg L ens. If the AUTHORITY desires to contest any such lien as desoribed in Section 17.2. it shall notify the CITY of its intention to do so within thirty (30) days after the filing of suoh lien. In suoh case, the AUTHORITY shall protect the CITY by a good and sufficient surety bond against any suoh lien and any oost, liability, or damage arising out of suoh contest, the AUTHORITY shall not be in default hereunder until thirty (30) days after the final determination of the validity SECTION 18 Seotion 18.1. in oonsideration of ten ($10.00) dollars and other good and valuable consideration, receipt and sufficiency of which is hereby soknowledged by the parties, the CITY shall not be liable for any lose, injury, death, or damage to any person or any property which at any time may be suffered or sustained by the AUTHORITY, the OPERATOR, Subtenants, or by any person 'r performing Work or whosoever may at any time be using or Y; occupying or visiting the Arena, the Project Land or be in, on, 4 or about the same, whether such loss, injury, death, or damage shall be caused by or in any way result from or arise out of any aot. omission, or negligence of the AUTHORITY, any OPERATOR, or of any occupant, Subtenant, visitor, trespasser, licensee, invitee, guest, or any other person or user of any portion of the Arena or Project Land, or shall result from or be oaused by any other matter or thing whether of the same kind as or of a -` different kind than the matters or things above set forth, and the AUTHORITY and OPERATOR, and Subtenant, jointly and severally, shall indemnify, defend, and hold harmless the CITY against all olaims, oounterclaims, liability, costs, losses, or damages whatsoever including reasonable attorneys fees on acoount of any suoh loss, injury, death, or damage. The AUTHORITY, OPERATOR and. Subtenant hereby waive all olaims against the CITY for damages to the Arena, the Project Land, the building(s) and improvements that are now on or hereafter placed or built on the Projeot Land and to the property of the AUTHORITY and/or any Operator in, on, -VO- 8f -'74Z or about the Project Land, and for Injuries to any person or any property In or about the Arena or Project Land, from any cause arising at any time other than the CITY' s own, negl .gene . The AUTHORITY, OPERATOR, and Subtenants, Jointly and severally, shall indemnify, defend and held harmless the CITY against all claims Of the County of Dade or any other gublio authority, for oompensation or damages for the use or occupation of or intrusion on any ad jaoent sidewalk or street by the AUTHORITY or OPERATOR or by any employee, agent, licensee, Subtenant, invitee, trespasser or any other person or user or anyone acting under instruotion or authority of the AUTHORITY, OPERATOR or Subtenant. The AUTHORITY and OPERATOR jointly and severally, shall indemnify, defend and hold harmless the CITY against all olaims, oounterolaims, liability, oosts, losses or damages whatsoever inoluding reasonable attorneys fees as a result of the CITY's oonsent to OPERATOR's assignment of development rights to the AUTHORITY pursuant to Seotion 2.7 of this Lease. Notwithstanding the provisions in Seotion 18.1 to the contrary, the liability of OPERATOR and Subtenants under this 1 SECTION 19 Seotion 19.1. The AUTHORITY and OPERATOR under this Agreement shall, be subjeot to suoh Present and future ordinanoes or regulations or Legal. Requirements as may be made by due governmental prooess of the CITY, the County of Dade, or any other publ.io authority having jurisdiction over the Arena and Projeot Land. and perform all requirements set forth in Exhibit G attaohed hereto and rude a part hereof. For purposes of Exhibit G attached hereto and Exhibit G only, the word OWNER shall mean AUTHORITY. All other terms shall have the meanings set forth in this Lease. Section 22. 2 . 1, a C,&Tt To Pav Pr®m u7na . All policies of insurance referred to in this Seotion 22 shall be in form and substanoe satisfaotory to the CITY and issued by insurance companies satisfaotory to the CITY, whioh consent shall tot be unreasonably withheld. The AUTHORITY shall pay all of the premiums therefor and deliver such policies, or oertifioates thereof, 'to the CITY. In the event the AUTHORITY and OPERATOR fail either to effect suoh insurance herein called for or to pay the premiums therefor or to deliver such policies, or oertifioates thereof, to the CITY, the CITY shall be entitled, but shall have no obligation, to cause such insurance to be issued and pay the premiums therefor, which premiums shall be Additional Rent payable to the CITY with the next installment of Annual Rentals; failure to pay same shall be deemed a failure to Pay rent:Each insurer shall by endorsement on its polioy or by independent instrument furnished to the CITY p provide that the t. CITY be given sixty (60) days written notice before any policy shall be altered or cancelled. Notwithstanding the provisions of this Section 22.2 oomplianoe by OPERATOR with the insurance requirements of the Miami Arena Contract shall be deemed to be oomplianoe herewith and shall not require the further consent of the CITY. Any modification to the insurance requirements of the -63- S -~742 Miami Arena Contract skull require the prior written approval of - the City Manager. Section 22.3 . Cost Of The cost of insurance required to be carried by the AUTHORITY and OPERATOR in this Section 22 shall be deemed to be Additional Rent hereunder if pursuant to the preceding Section 22.2 the CITY pays for such cost of insurance. SECTION 23 Section 23.1. Pro ibitoa of Involla,ntary Assignmen . Unless expressly permitted by Section U or 10 hereof, neither this Agreement nor the leasehold estate of the AUTHORITY nor any interest of the AUTHORITY hereunder in the Project Land or in the Arena, building(s) or improvements thereon shall be subject to involuntary assignment, transfer, or sale, or to assignment, transfer. or sale by operation of law in any manner whatsoever and any such attempt at involuntary assignment, transfer, or sale shall be void and of no effect. Section 23.2. Eff®ot of Bankruj±g. Without limiting the generality of the provisions of the preceding subparagraph of this Section 23, the AUTHORITY agrees that in the event any proceedings under the Bankruptcy Act or any amendment thereto be commenced by or against the AUTHORITY, and if against the AUTHORITY such proceedings shall not be dismissed before either an -adjudication in bankruptcy or the confirmation of a composition, arrangement, or plan or reorganization, or in the event the AUTHORITY is adjudged insolvent or mates an assignment -at- 86-'742 for the benefit of its creditors, or if a reoelver Is appointed in any prooeeding or action to which the AUTHORITY in a party, With authority to tie possession or control of the Arena or the Project end or the business conducted thereon by the AUTHORITY, and such receiver is not discharged within a period of thirty (30) days after his appointment, any such event or any involuntary assignment prohibited by the provisions of the preceding subparagraph of this Section 23 shall be deemed to constitute an AUTHORITY default and shall, at the election of the CITY, with notice from the CITY to the AUTHORITY to terminate this agreement and also all rights of the AUTHORITY under this Agreement and in and to the Arena and Project Land. SECTION 24 Section 24.1. AUTHORITx Default. The following events are hereby defined as an "AUTHORITY Default": (a) Failu s - Panant of Money. Failure of the AUTHORITY to pay any Annual Rentals, Additional Rent or Taxes or any other payments of money as herein provided or required, when due and the continuance of such failure for a period of sixty (60) days. In the event that any payment or installment of Annual Rentals is not paid to the CITY on the date the same becomes due and payable, the AUTHORITY covenants and agrees to pay to the CITY interest on the amount thereof from the date such payment or installment became due and payable to the date of payment thereof, at the rate of two percent (2%) over the then current Prime or if not in existence, a substantially equivalent 86-74Z for the benefit of its creditors, or if a receiver is appointed in any proceeding or action to which the AUTHORITY is a party, with authority to toe possession or oontrol of the ,Arena or the Project Land or the business oonduoted thereon by the AUTHORITY, and such receiver is not discharged within a period of thirty (30) days after his appointment, any such event or any involuntary assignment prohibited by the provisions of the preceding subparagraph of this Section 23 shall be deemed to constitute an AUTHORITY default and shall, at the election of the CITY, with notice from the CITY to the AUTHORITY to terminate this agreement and also all rights of the AUTHORITY under this Agreement and in and to the Arenas and Project hand. SECTION 24 DREAM AND REMSDIBS section 24.1. AUTHORITY Default. The following events are hereby defined as an "AUTHORITY Default": (a) Failure - Payment of Money. Failure of the AUTHORITY to pay any Annual Rentals, Additional Rent or Taxes or ..k any other payments of money as herein provided or required, when 0 due and the continuance of such failure for a period of sixty (60) days. In the event that any payment or installment of Annual Rentals is not paid to the CITY on the date the same � tG becomes due and payable, the AUTHORITY covenants and agrees to pay to the CITY interest on the amount thereof from the date such payment or installment became due and., payable to the date of payment thereof, at the rate of two percent (2%) over the then current Prime or if not in existence, a substantially equivalent -68- 8f -- 742 interest rate. All other payments of money required, to be paid to the CITY by the AUTHORITY under this Agreement, inoluding interest, penoaties and oontr.ibutions (except payments made to the Operator Fund pursuant to Seotion 4.2 of this Lease) , shall be treated as Additional Rent. (b) iur - PerfQ,gQg_ Other ��yOg na to Ste. Failure of the AUTHORITY (as to the obligations of AUTHORITY hereunder) and OPERATOR (as to the obligations of OPERATOR hereunder) to perform any of the other oovenants, conditions and agreements which are to be performed by the AUTHORITY or OPERATOR (as the case may be) in this Agreement, and the continuanoe of such failure for a period of ninety (90) days after notice thereof in writing from the CITY to the AUTHORITY, OPERATOR and Lender, if any (which notice to any entity shall specify the respects in which the CITY contends that the AUTHORITY and/or OPERATOR (as the case may be) have failed to perform any such covenants, conditions and agreements) unless such default cannot be oured within ninety (90) days and the AUTHORITY. Lender or such Operator within said ninety (90) day period shall have commenced and thereafter shall have continued diligently to prosecute all actions necessary to oure such default, said failure shall constitute an AUTHORITY Default. (0) Bankruptog. Abandonment. or Assiggent. i. if a final order of relief (not subject to further appeal or review) shall be entered upon any petition, filed by or against the AUTHORITY, as debtor, seeking relief (or instituting a case) under Chapters 7, 9, 11 or 13 of the 86-74Z Bankruptcy Code of 1078, 11 U.S.C. (Sao. 10 at. seq.) as amended or any successor thereto; or 11. if the AUTHORITY admits in writing an inability to prey any debts material to this Lease or if a receiver, trustee or other court appointed is appointed for all or a substantial part of the AUTHORITY's property and is not discharged or dismissed within ninety (90) mays; or iii. if the leasehold interest of the AUTHORITY is levied upon or attaohed by process of law; or iv. if the AUTHORITY makes an assignment for the benefit of creditors or takes the benefit of any insolvency act, or if any prooeedings are filed by or against the AUTHORITY to deolare the AUTHORITY insolvent or unable to meet any debts whioh proceedings are not disoharged or dismissed within ninety (90) days; or v. if a receiver or similar type of appointment or court appointee or nominee of any name or oharaoter is made for the AUTHORITY or any of either's property and is not - discharged within ninety (90) days; or vi. if the AUTHORITY and OPERATOR shall abandon the Project Land from the effeotive date hereof and during the. Term of this Agreement or any renewals or extensions thereof; or vii. if the AUTHORITY shall assign this Agreement or sublet any portion of the Projeot Land. exoept as permitted in Sections 10 and 11 hereof. -(d) Dissolution of the AUTHORITY. Any dissolution of the AUTHORITY. -67- 86--"'742 t Section 24 . R . Wised' If an AUTHORITY Default shall 000uar, the CITE', to the fullest extent permitted by law, shall have the aright to pursue any and all of the following remedies (a) If the AUTHORITY and OPERATOR are unable to substantially complete in any material respect any of the Work to complete the Arena as required so as to obtain a Certificate of Occupancy (force majeure excepted), the Project Land shall be returned to and remain in the CITY's possession and may be disposed of as the CITY deems appropriate. (b) If after the delivery of possession of the Project Land the AUTHORITY is unable to substantially complete or cause to be completed the Arena, the CITY may allow the AUTHORITY, prior to default, to transfer its interest in this Agreement to an Operator designated as developer by the AUTHORITY and approved by the CITY who may complete construction on the Project Land. (o) Except as otherwise herein provided, the CITY may institute such proceedings as in its opinion are necessary to ours such defaults or to compensate the CITY for damages resulting from such defaults, including but not limited to the right to give to the AUTHORITY and OPERATOR (if such OPERATOR or AUTHORITY is in default after receipt of final notice under the Miami Arena Contract or this Lease) , a notice of termination of this Lease. Except as otherwise provided in Section 4.2 of this Lease, if such notice is given, the Term of this Agreement shall terminate, upon the date specified in such notice from the CITY to the AUTHORITY and OPERATOR, as fully and completely as if that -68- 8f ---74Z date were the date herein originally faxed for the expiration of the Term of this Agreement, and on the date so speoifiedl, the AUTHORITY and OPRRATOR ,shall, then quit and surrender all property on the Projeot Land in their possession to the CITY. Upon the termination of this Agreement, as provided in this Section 28.2(o) and subject to Section 4.2, all rights and interest of the AUTHORITY and OPERATOR in and to the Arena and Pro,jeot Land and every part thereof shall, cease and terminate and the CITY may, in addition to any other rights and remedies; it may have, retain all sums paid to it by the AUTHORITY under this Lease. (d) If the AUTHORITY and OPERATOR stop construction for any reason except (i) Unavoidable Delay or (ii) any delays ?_ due to any governmental aotion excluding (1) aotions relating to x the munioipal issuance'of the Certificate of Oooupanoy or (2) the failure to obtain any other applioable permit from the CITY "= unless reasonable diligent efforts have been made to obtain such r�g permit by AUTHORITY and/or OPERATOR prior to the issuance of a >if1 Certificate of Oooupanoy for twelve (12) or more months, the >rr Project Land shall be returned to and remain in the City's possession and may be disposed of as the CITY deems appropriate and this Lease shall terminate. Any termination under this Section 24.2 shall not, as long as OPERATOR is not in default under the Miami Arena Contract, limit or restrict the rights of OPERATOR under the Miami Arena Contract. ` Eg Section 24.3. CITY Default. A material nonoomplianoe or 7x breach by the CITY of the covenants, conditions, and agreements 4' JJ , 86--"74Z Z Y of this Leese shall constitute a "CITY Default . " However, only the failure of the CITY to cure and the oontinuanoe of such failure, of the CITY for a period of ninety (90) days after notice thereof in writing from the AUTHORITY or the OPERATOR to the CITY (which notice shall specify the respects in which the AUTHORITY or the OPERATOR contends the CITY has materially nonoomplied or breached the covenants, conditions, and agreements of this Lease) shall constitute a "CITY Default." If a default is one that cannot be oured within ninety (90) days and the CITY within such ninety (90) day period has commenced to oure and thereafter continues diligently to prosecute all actions necessary to oure such defaults, such failure to oure shall not constitute a "CITY Default." Section 24.4. ReMadiea for CITY Default. If a CITY Default shall occur, the AUTHORITY, to the fullest extent permitted by law, shall have the right to pursue any or all of the following remedies: (a) the right and option to terminate this Agreement and all of its obligations hereunder by giving notice of such election to the*CITY whereupon this Agreement shall terminate as of the date of such notice at which time the Project Land and improvements revert to the CITY; (b) the right to a writ of mandamus, injunction or other similar relief, available to it under Florida law against the CITY (said right of this subparagraph (b) shall also be available to OPERATOR in the event of a CITY Default). -70- 86-°74Z Beotion 24.0. Notwithstanding any provisions hereof to the contrary and except as provided in Sootl.on 4.2, CI 's sole rights against the OPERATOR on account of an event of default by OPERATOR of OPERATOR' s obligations under this agreement shall be to seek the right of specific performance, Injunctive relief or other similar relief, available to it under Florida, law against the OPERATOR. Seotion 24.8. �navoidabl® D®1a�v. For the purpose of any of the provisions of this Agreement, neither the CITY (including the City Manager) nor the AUTHORITY or OPERATOR, as the case may be, nor any suooessor in interest, shall be considered in breach of or in default in any of its obligations under this Agreement or the Miami Arena Contraot or a suooessor operating agreement, including but not limited to the preparation of the Projeot Land or the beginning and oompletion of Work on the Arena, or progress in respeot thereto, in the event of unavoidable Delay in the performance of such obligations due to strikes, lookouts, ants of God, inability to obtain labor or materials due to governmental restriotions, availability, enemy aotion, oivil, oommotion, fire, unavoidable oasualty, (not including suoh party's insolvenoy of finaaoial oondition), it being the purpose and intent of this paragraph that in the .event of the ocourrenoe of any suoh Unavoidable Delays the time or times for the performance of the oovenants, provisions and agreements of this Agreement, shall be extended for the period of unavoidable Delay; provided, however, that the party seeking the benefit of the provisions of this Seotion shall, within thirty (30) days after suoh party :shall -71- 8f -�'74Z F have become aware of such Unavoidable Delay, give notice to the other party thereof , In writing of the cause or causes thereof and the time delayed. The parties hereto agree If the Opening Date of the Arena shall be delayed as a result of an event of Unavoidable Delay, the Obligation to pay Annual, Rentals shall be postponed to a slate extended by the period of such delay. Section 24.7. Obi i eons Rigs m �g ise Curative . The rights and remedies of the parties to this Agreement, whether provided by law or by this Agreement, shall be cumulative, and the exercise by either party of any or more of such remedies shall not preclude the exercise by it, at the same or different times, of any others such remedies for the same default or breach or of any of its remedies for any other default or breach by the other party. No waiver made by either party with respect to performance, or manner or time thereof, of any obligation of the other party or any condition to its own obligation under this Agreement shall be considered a waiver of any rights of the party making the waiver with respect to the particular obligations of the other party or condition to its own obligation beyond those expressly waived and to the extent thereof or a waiver in any respect in regard to any other rights of the party making the waiver or in regard to any obligation of the other party. SECTION 28 CONDEMNATION Section 25.1. Entire Premises Taken by Condemnation. In the event that the whole Arena or Project Land (or such portion thereof as shall, in the opinion of the CITY. AUTHORITY and -72- 8f --j742 OPERATOR, render it 000nomioally unfeasible to of feat operation of the Arena thereon) Shall be taken for any publics use or purpose by the exerolso of than power of eminent domain, or shall be conveyed by the CITY and the AUTHORITY and OPERATOR of the Arena and Frojeot band or portions thereof acting jointly to avoid proceedings of such taking, the Annual Rentals and money to be treated as Additional Rent pursuant to this Agreement and the taxes shall be prorated and paid by the AUTHORITY to the date of such taking or conveyance, and this Agreement shall terminate and become null and void as of the date of such taking or conveyance. The award or awards of damages allowed to the CITY, the AUTHORITY and OPERATOR shall be paid as follows: Eirst: There shall be paid all expenses, if any, including reasonable attorneysfees incurred by the CITY, the AUTHORITY and OPERATOR in such oondemnation suit or conveyance (except that nothing contained in a° this Section 25 shall require payment to the CITY of costs and expenses it may inour as the condemning authority); $fin,: The CITY, the AUTHORITY and OPERATOR shall be f� paid from the balance of said award or awards which s are allooable to and represented by the value of their } respective interest in the Project hand and Arena as found (subject, however to the right of the parties r hereto to appeal such finding and all costs of appeal shall be borne by the party seeking such appeal) by the court or jury in its condemnation award or if no such -73- 8E-'742 separate awards are obtained such balance shall be paid to the CITY, the AUTHORITY, and OPERATOR, In the sane proportion as the then Fair Market Value of each party's respective fee, leasehold and contractual interest in the Project Land and Arena to the total Fair Market Value of the interests of all parties in the Project sand and Arena. Section 25.2. Ps,g of Premises . y Con mIIa on. (a) in the event that less than all of the Arena and Project Land shall be taken for any public use or purpose by the exercise of the power of eminent domain, or shall be conveyed by the CITY and the AUTHORITY acting jointly to avoid proceedings of such taking, and the AUTHORITY, OPERATOR and the CITY shall be of the opinion that it is economically feasible to effect restoration thereof, then this Agreement and all the covenants, (b) The award or awards of damages allowed to the CITY. the AUTHORITY and OPERATOR shall, be paid to and received by r' the parties as follows: There shall be paid all expenses, if any, including any reasonable, attorneysFees i.nourred by the CITY, the AUTHORITY and OPERATOR, in such condemnation suit or conveyance (except that nothing contained in this Section 25 shall require payment to the CITY of costs and expenses it may incur as the condemning Authority; $8�d: There shall be paid to the AUTHORITY and OPERATOR the amount required to complete the remodeling and repairs to the Project nand and Arena to (a) above; mod: The CITY, the AUTHORITY and OPERATOR, shall be paid portions of the balance of said award or awards if any which are allocable to and represented by the value of their respective interest in the Project Land and Arena as found (subject, however to the right of the r parties hereto to appeal such finding and all costs of appeal shall be borne by the party seeking such append) t , by the court or jury in its condemnation award, or if x ., -no such separate awards are obtained, such balance shall be paid to the CITY, the AUTHORITY and OPERATOR in the same proportion as the then Fair Market Value of each party's respective fee, leasehold and contraotual 'interest or estate in the Project Land and Arena bears to the total Fair Market Value of the interests of all parties in the Project Land and Arena. -78- 86- 742- 04 - z� ai In the event SEA. pEkrt of the Arena. or Project Land shall be taken for amy publio use or purposes by the exercise of the power of eminent domain, or $h ll be conveyed by the OITY and the AUTHORITY (with approval of (OPERATOR which, may not be unreasonably withheld) acting ,jointly to avoid proceedings of such taking, then Annual. Rentals and money to be treated as Additional Rent pursuant to this Agreement and the taxes in respect of such part of the Arena and Project Land shall be paid by the AUTHORITY to the date of such taking of conveyance and after such date the Annual Rentals for the remainder of the Project Land shall be reduced by such an amount as may be agreed upon in writing by the parties hereto, or as otherwise determined -" herein by appraisal which shall be determined based upon: (i) during years one (1) through thirty (30) of the initial Term the a fair rental value of the Project Land based on it's highest and best use at suoh time, as encumbered by the Arena or Cii) a commencing with year thirty one (31) and for the remainder of the _ Term, the appraisal pursuant to Section 3.1(o) of this Lease with yy 1k an adjustment to OPERATOR's original contribution of seven million. one hundred twenty-one thousand ($7,121,000.00) dollars 41 { by the percentage of the partial taking to the Project Land; r, provided however, in no event shall the Annual Rentals be increased as a result of such appraisal above the Annual Rentals then in effect immediately prior to such taking.;, Section 25.4. Taking For Temporary Use or of Leasehold BBtaa. If, by the eaeroise of the power of eminent domain or -4 1 "76- 86--174Z .-�. � ,.,., :' -�- . _`. - ..fit.v =Li'�i3Jdx�i3^�.�ayx,t•i� —_- under threat thereof , the whole or any part of the Arena or Pro Jeot Land shall be taken for temporary uge , or the whole or any part of the leasehold estate oreated by this Agreement shall be taken, all awards or other payments shall be paid only to the AUTHORITY and Individual owners of the Arena and Pro jeot Land or portions thereof alone exoept that: (a) if any portion of any suoh award or payment on a000unt of a taking for temporary use is made by reason of any damage to or destruotion of any portion of the Arena, suoh portion shall be applied to pay the post of restoration; and (b) if any portion of an award or payment on a000unt of a taking for temporary use relates to a period beyond the date of expiration of the Term of this Agreement, such portion shall be paid to the CITY; and (o) all payments of Annual Rentals, additional rentals, and taxes by the AUTHORITY shall continue as if no condemnation had taken plaoe. SECTION 28 SURRENDER OF AGREEMENT Section 26.1. The voluntary or other surrender of this Agreement by the AUTHORITY, or mutual oanoellation thereof, shall not work a merger, and shall not interfere with OPERATOR's rights under this Lease and the Miami Arena Contract, should it be is effect at that time, or any or all agreements with Subtenants or operating or management agreements, all as may permitted by this Lease. -77- U SECTION 27 Section 87.1 The CITY, in its sole discretion, may terminate without default thi.a Lease with AUTHORITY and the Miami Arena Contraot with OPERATOR, on the Cancellation Dates speoified in Section D.1.2.4 of the Miami Areas Contraot after complying with the notice provisions set forth in the Miami Arena Contraot, by paying: (1) the Termination Fee as provided for in Exhibit D.1.4.1 of the Miami Arena Contraot, dated August , 1858; or (a) an Operator other than DECOMA, a termination fee, if applicable, in its agreement with AUTHORITY provided such fee and agreement have been approved by CITY prior to its execution, otherwise Operator shall not receive a termination fee; and (3) the AUTHORITY, the amount of funds necessary to redeem the Bonds. The CITY's right to -terminate under this Section shall not in any way be subject or subordinate to any Leasehold Mortgage, Subtenanoy, Financing Sublease, assignment, conveyance, or transfer otherwise permitted under this Lease. Upon termination without default, the AUTHORITY, OPERATOR and Subtenant and any other occupant shall vacate the Arena and Project Land immediately and the CITY shall become the fee owner of the Arena and all improvements thereon. Nothing contained herein shall be construed by AUTHORITY or OPERATOR, their successors and assigns, as 'a form of guaranty by the CITY to the OPERATOR of payment of the termination fee but rather a unilateral election by the CITY to pay a termination fee and cause reversion of its rights to the. Project Land and become the fee owner of the Arena and all improvements thereon. -78- Sf--'742. SECTION 28 Section 28.1. On termination of this Agreement due to any continuing and uncured AUTHORITY Default, or upon the termination of the Initial Term or Renewal. Term(s) (if applicable), the CITY shall become the fee owner of the Arena on the Project band, and shall recognize the rights of OPERATOR in the Arena pursuant to an OPERATOR Agreement in effect at that time so long as OPERATOR is not in default thereunder and subject to Section 4.9 of this Lease. SECTION 29 i Section 29.1. The waiver by the CITY, OPERATOR or the ,Y AUTHORITY of, or the failure of the CITY, OPERATOR or the r: N AUTHORITY to take action with respect to any breach of any term, =' covenant, or condition herein contained shall not be deemed to be Y a waiver of such term. covenant, or condition, or subsequent breach of the same, or any other term, covenant, or condition ;yyb•4 therein contained. The subsequent acceptance of payments required hereunder by the CITY shall not be deemed to be a waiver of any preceding breach by.OPERATOR or the AUTHORITY of any term, covenant, or condition of this Agreement, other than the failure =° .z of the AUTHORITY to pay the particular rent so accepted, k; r regardless of the CITY's, OPERATOR's or the AUTHORITY's knowledge of such preceding breach at the time of acceptance of such rent: Section 30.1. Any holding over after the expiration of the Initial Terms or Renewal, Term(s) of this Agreement, with consent of the CITY, shall be construed to be a, tenancy from month to month, at the sane Annual Rentals payable monthly in advance as required to be paid by the AUTHORITY for the period immediately prior to the expiration of the Terms or Renewal. Term hereof, as the case may be, and shall otherwise be on the same terms and conditions herein specified, so far as applicable. SECTION 31 Section 31.1. The covenants and conditions herein contained shall apply to and bind the heirs, successors, executors, and assigns of all of the parties hereto; and no third parties shall succeed to any right hereunder or be benefited hereby unless expressly provided herein. SECTION 32 Section 32.1. of each and every hereof. Time is of the essence of this Agreement, and oovenant. term, condition, and provision Beotion 33.1. Conflicts of Interest: City Represent&tLi= Not individually Liable. No member, official. representative, or employee of the CITY. the City Manager or AUTHORITYshall have - -so any personal interest, direot or Indirect in this Agreement, the Miami Arena Contract, or any other Operator agreement, , nor shall any such, member, official, representative or employee participate in any decision relating to this Agreement, the Miami Arena Contraot, or any other Operator agreement which affects his or her personal interest or the interest of any corporation, partnership or assooiation in which he or she is, direotly or indirectly, interested. No member, official, representative or employee of the CITY, or the City Manager shall be personally liable to AUTHORITY or any suooessor in interest in the event of any default or breach by the CITY or the City Manager or for any amount whioh may beoome due to AUTHORITY or OPERATOR, or their suooessors and assigns. or on any obligations under the terms of the Agreement. No member, offioial, offioer, partner, 4> shareholder, representative, agent or employee of OPERATOR shall <` be personally liable to AUTHORITY or CITY or any suooessor in interest in the event of any default or breaoh by the OPERATOR for any amount whioh may beoome due to AUTHORITY, CITY, or their sucoessors and assfdns_ or on anv obligations under thA tarma of `` the Agreement. Seotion 33.2. OPERATOR oovenants and agrees that it shall not, in addition to applioable requirements of State law, Dade County, Code, or City of Miami Ordinanoe, employ in any capacity -..whatsoever the AUTHORITY members or any paid agents, employees or representatives of the AUTHORITY or the CITY for a period of five (e) years, where suoh paid agents, employees or representatives were personally or substantially through deoision, approval, -81- 86-742• any personal interest, direct or indirect in than Agreement, the Miami Arena Contract, or any other Operator agreement, nor shall any such member, offlolal, representative or employee partiolpate in any decision relating to this Agreement, the Miami Arena Contract, or any other Operator agreement whioh affeots his or her personal interest or the interest of any corporation, partnership or association in which he or she is, directly or indirectly, interested. No member, official, representative or employee of the CITY, or the City Manager shall be personally liable to AUTHORITY or any successor in interest in the event of any default or breach by the CITY or the City Manager or for any amount which may become due to AUTHORITY or OPERATOR, or their successors and assigns, or on any obligations under the terms of the Agreement. No member, official, officer, partner, shareholder, representative, agent or employee of OPERATOR shall be personally liable to AUTHORITY or CITY or any successor in interest in the event of any default or breach by the OPERATOR for any amount which may become due to AUTHORITY, CITY, or their suooessors and assigns, or on any obligations under the terms of the Agreement. Section 33.2. OPERATOR covenants and agrees that it shall not, in addition to applicable requirements of State law, Dade County Code, or City of Miami Ordinance, employ in any capacity whatsoever the AUTHORITY members or any paid agents, employees or representatives of the AUTHORITY or the CITY for a period of five (5) years. where such paid agents, employees or representatives were personally or substantially through decision, approval, -51- 56---'742- rendering advice or otherwise involved in the negotiation of the Miami Arena Contract, this Lease or any other documents binding the parties hereto. This provision may be waived by a majority vote of both the AUTHORITY and the City Commission. Section 33.3. OPERATOR, its suooessors and assigns oovenant and agree to inolude a oonfliot of interest provision in all agreements with Subtenants and licenses prohibiting Subtenants or licensees for a period of two (2) years from the Opening Date of the Arena to employ or engage in any capacity any paid agents, employees or representatives of the AUTHORITY, or CITY employees t ti f the where suoh paid agents, employees or represen a ves 0 AUTHORITY or CITY employees were personally or substantially through decision, approval, rendering advice or otherwise involved in the negotiaZion of the Miami Arena Contract or this Lease, or any other documents binding the parties thereto. This provision shall only apply to Subtenants and licenses that �r contract for use of the Arena for more than fifteen (15) days in any Operating Year and this provision may be waived by a majority Nk vote of the AUTHORITY and the City Commission. SECTION 34 CONTRACT AMENDMENTS TO MIAMI ARENA Section 34.1. Amendments to Miami Arena Contract. yz Notwithstanding any other provision of this Lease, the AUTHORITY and OPERATOR covenant not to amend, modify, or alter in any manner the terms, conditions, or covenants of the Miami. Arena Contract, if such amendment, modifioation, or alteration would ,1 materially impact the provirfions, covenants. and conditions of this Lease. -82- _ 8f -'742 SECTION 33 Seotion 35.1. The captions appearing in this Agreement are for convenience only and shall in no way define, amplify, limit or describe the scope or intent of this Agreement or any part thereof. Section 30.2. R®tOm el C®rtItt ates. The CITY and the AUTHORITY shall at any time and from time to time, within thirty (30) days after written request by the other, execute, acknowledge and deliver to the party which has requested the same or to any prospective Lender, OPERATOR, assignee or Subtenant designated by the AUTHORITY a oertifioate stating that (i) the Lease is in full force and effect and has not been modified, supplemented or amended in any way, or, if there have been modifications, the Lease is in full force and effect as modified, supplemented or amended in any way, or, if there have been modifications, the Lease is in full force and effect as modified, identifying such modification agreement, and if the Lease is not in force and effect, the oertifioate shall so state; (ii) the Lease as modified represents the entire agreement between the parties as to this leasing, or, if it does not, the certificate shall so state; (iii) the dates on which the term of this Lease commenced and will terminate;' (iv) all conditions under the Lease to be performed by the CITY or the AUTHORITY, as L the case may be, have been satisfied and, as of the date of such oertifioate, there are no existing defenses or offsets which the CITY or the AUTHORITY, as the case may be, has against the -e3- 86—'742 enforcement of the Lease by the other party, or, if suoh oonditions have not been satisfied or if there are any defenses or offsets, the oertifioate shall so state; and (v) the rental due and payable f or the period in whioh suoh oertifioate is delivered has been paid in full, or, if it has not been paid, the oertifioate shall so state. The party to whom any suoh oertifioate shall be issued may rely on the matters therein set forth and thereafter the party issuing the same shall be estopped from denying the veraoity or aoouraoy of the same. Any oertifioate required to be made by the CITY pursuant to this paragraph may be on its behalf by the City Manager. 8eotion 35.3. Gaunterrarte. This Agreement is exeouted in six (6) oounterparts, eaoh of whioh shall be deemed an original, and suoh oounterparts shall constitute one and the same Instrument. This Agreement shall beoome effeotive only upon exeoution and delivery of this Agreement by the parties hereto and ezeoution and delivery of all Exhibits referred herein. 8eotion 35.4. Memorandum of Agreement. The parties prefer to reoord a memorandum of this Agreement, in the form of Exhibit W attaohed hereto and made a part hereof, rather than the Agreement itself, and oontemporaneously with the exeoution hereof they have exeouted a Memorandum of Agreement in the form of Sthibit "B" whioh is attaohed hereto and whioh may be reoorded by. either Party. In the event it should be an reauired by Arm plaoed of record. Any posts or fees caused or Incurred as a result of recording shall be paid by the AUTHORITY. Seot.on 50.9. . The use of words "hereof". "herein", "hereunder" and words of similar Import shall refer to this entire Agreement and not to a particular paragraph or provision of this Agreement, unless the context clearly indicates otherwise. Section 35.6. 8mrabJJJJ1ty. If any term or provision of this Agreement or the application thereof to any person or oiroumstanoe shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to the persons or circumstance other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforoed to the fullest extent permitted by law. Section 36.7. epproyals and Consents. Wherever in this Lease the approval or consent of any party is required, it is understood and agreed that such approval or consent will not be unreasonably withheld or delayed, unless the oontext specifically indicates otherwise. Seotion 35.8. Governing haws. This Agreement shall be governed by the laws of the State of Florida. This Agreement is subjeot to and shall be interpreted to effectuate its compliance with the Charter of the CITY of Miami, the CITY of Miami Code and the Dade County Charter and Code. Any conflicts between this Agreement and the aforementioned Codes and Charters shall be resolved in favor of the latter. -85- 8f Section 38.9. AmmdmaAU. No amendment may be made to this Lease without the oonsemt of OPERATOR, whioh oonsent shall not be unreasonably vithheld, and unless in writing and signed by the CITE' and AUTHORITY. In witness whereof, the parties have exeouted this Agreement at Miami, Florida on the day and year first move written. WITNESSES: MIAMI SPORTS AND EXHIBITION AUTHORITY ("AUTHORITY") By: LAWRENCE 0. TURNER Chairman Attest: APPROVED AS TO FORM AND CORRECTNESS: -as- By: ROBERT N. SECHEN, ESQUIRE Blaokwell.Valker, Fasoell & Hoehl Counsel to the AUTHORITY CITY OF MIAMI, a municipal corporation of the State of Florida ("CITY") 86-74Z APPROVED AS TO FORK AND CORRECTNESS: BY: _ LUCIA A. DOUGHERTY City Attorney APPROVED AS TO INSURANCE REQUIREMENTS: Division of Risk Management DECOMA MIAMI ASSOCIATES. LTD. ("DECOMA") General Partner By: C . DEAN PATRINELY President ., [Seal] i. YA 4, -87- 86-�742� 3 is t—� EXHIBIT B MEMORANDUM OF AGREEMENT This Memorandum of Agreement made and entered into as of this day of August, 1900, effective as of the day of August, 1280, by and between the CITY OF MIAMI (the "CITY"), MIAMI SPORTS AND EXHIBITION AUTHORITY (the "AUTHORITY") and DECOMA MIAMI ASSOCIATES, LTD. ("DECOMA"), for the purposes of recording, That the CITY has leased to the AUTHORITY, and the AUTHORITY has leased from the CITY, the following described real property: See Exhibit "A" attached hereto and incorporated herein by reference; for the period commencing on the effective date hereof and continuing thereafter for a period of fifty-two (52) years, with an extension at the sole option of the CITY upon request of the AUTHORITY for forty-seven (47) years, upon the terms and conditions set forth in that certain Land Use Agreement of even date by and among the parties hereto, an executed copy of which is in the possession of each party. y 0 In witness whereof the parties have executed this Memorandum of Agreement the date first above written. WITNESSES: MIAMI SPORTS AND EXHIBITION AUTHORITY ("AUTHORITY") By: LAWRENCE 0. TURNER, Chairman Attest:' APPROVED AS TO FORM AND CORRECTNESS: Bv: . ROBERT N. SECHEN, ESQUIRE Blaokwell,Walker, Fasoell 9 Hoehl Counsel to the AUTHORITY CITY OF MIAMI, a municipal oorporation of the State of Florida ("CITY") By CESAR ODIO City Manager ATTEST: NATTY HIRAI City Clerk APPROVED AS TO FORD AND CORRECTNESS: RV: LUCIA A. DOUGHERTY City Attorney APPROVED AS TO INSURANCE REQUIREMENTS: Division of Risk Management 86-'742' STATE OF FLORIDA) )SS: COUNTY OF OADE ) I HEREBY CERTIFY that on this day, before me, an officer duly authorized. in the State and County aforesaid, to take acknowledgments, personally appeared Lawrenoe 0. Turner, to me known to be the Chairman, and Robert N. Seohen, to one known to be Counsel of the MIAMI SPORTS AND E(HI$ITION AUTHORITY, and that they severally aoknowledged exeouting the same in the presenoe of two subsoribing witnesses freely and voluntarily under authority duly vested in them by said AUTHORITY and that the seal affixed thereto is the true seal of said AUTHORITY. WITNESS my hand and offioial seal in the County and State last aforesaid, this day of September, 1986. l~ Notary Publio of the State of ` k' .y Florida at Large My Commission Expires: <bF 'vfr 56 P -91- 8s--P74Z STATE OF FLORIDA) )SS: COUNTY OF DARE ) 1 HEREBY CERTIFY that on this day, before me, an offioer duly authorized in the State and County aforesaid, to take acknowledgments, personally appeared C. DEAN FATRINELY, to me known to be President of BIL Development, Inc., and that he severally acknowledged executing the same freely and voluntarily under the authority duly vested in him by said BIL Development, Ino., and that the seal affixed thereto is the true seal of said City. wiwma my hand and offioial seal in the County and State STATE OF FLORIDA) COUNTY OF DARE ) I HEREBY CERTIFY that on this day, before me, an offioer duly authorized in the State and County aforesaid, to take aoknowledgments, personally appeared CESAR OUIO, MATTY HIRAI, LUCIA A. DOUGHERTY , and DONALD C . DUNLAP to me known to be the City Manager, City Clerk, City Attorney, Manager of Risk Management, respeotively, of the CITY OF MIAMI, and that they severally aoknowledged exeouting the same freely and voluntarily under authority duly vested in them by said CITY OF MIAMI and that the seal affixed thereto is the true seal of said City. WITNESS my hand and offioial seal in the County and State last aforesaid, this day of September, 1986. Notary Publio State of the State of Florida at Large my Commission Expires: r CGE/wpo/pb/rd/M033 8/25/88 3:00 PM -:z -93- 86--074Z c.; tr i;' - r' -742 a ._ 1 i Y,y� ,. - - � _: ,.-, x�9 €Ek57.d��.''�n =�� 5»irv�Yx.'^. .I�.t.� S,»:'•'f,,,�'n — IDI M ty See Suhibit F in the Miami Arena Contraot. 4 y� _ C �N ;ram• .:.5 86-'742 d� ta'k. >-:. .':,:... �:.':- ...- '..; ,.. .,:, :-... � : %•.: '.�... ._.. .,., _.___. ... _ m.�k�tEi'dt.�3�L413.x 5 ._ .:. !, r r� 3._tra�`1iF'�� _ IBXi .t .. TTTT.R OR .OTHBB= To Be Supplied. tsY , �1tD4 •� _ Li 7i ti + R,r 3 `86-74:Z ;S r.r ¢, �s�_.._,.._._ _-5•e�u� i�,�'��et, .,,,.�i �;1>t r��..�5;,=,N�rc �- See Szhihit T in the Miami Arena Contraot. JBIT G - Bee ExbAbit E in the Miami Arena Contraot. ,f t+ ri A.' x _ _ �n 1 86--7' iZ 1 Y Y ; }� yy'U-NyL��< nz ' 1, t •� MallBlT $ ` To Be Supplied . E_ t- � tr 4 t tll ! .7 4 i �'.._-: emu• s1 } f - r -100- vf� S- T7 FT `.JMIBIT I To 8e Provided. IF 4 c �L 1 . x Pt t' a .t s �r yy�R 00 .. -101- 86- 74Z y1 it + C., �Iai.4�.r}�'Lt�1� d.•t t F _ _ _ :i�ri - CITY OF MIAMI, FLORIDA 0 'T INKR-O RrFICE MEMORANDUM1 1� Honorable Mayor and Members DATA: September 3, 1986 �Ls: TO: of the City Commission •Uu«T, Discussion Item/Sports and Exhibition Authority Cesar H. Odio For City Commission Meeting FROM: City Manager "`F`"`""'' of September 11, 1986 H"CLOSUR69: t: The Sports and Exhibition Authority has been scheduled as a discussion item on the City Commission meeting of September 11, 1986. !A Lf:. - - p:. f- �F l