HomeMy WebLinkAboutR-80-0500F
RESOLUTION NO. 8 0- 5 0 0
RESOLUTION APPROVING AND AUTHORIZING
THE EXECUTION AND DELIVERY OF THE FIRST
SUPPLEMENT TO THE LEASE AND AGREEMENT
FOR DEVELOPMENT
WHEREAS, The City of Miami, Florida (the "City") and
Miami Center Associates, Ltd. (the "Developer") made and
entered into that certain Lease and Agreement for Development,
dated September 13, 1979 (the "1979 Lease") providing for
the City's leasing to the Developer of certain air spaces
in connection with the City of Miami/University of Miami
James L. Knight International Center; and
WHEREAS, the Circuit Court of the Eleventh Judicial
Circuit in and for Dade County, in rendering its final
judgment validating the Convention Center and Parking Garage
Revenue Bonds of the City for financing the Convention Center -
Garage, determined that the 1979 Lease served a public pur-
pose and that its terms, covenants and provisions were in
accordance with law and fully authorized under the Constitu-
tion and Laws of the State of Florida, and, on appeal, the
Supreme Court of Florida in its decision rendered January 24,
1980 affirmed the judgment of validation, determining, inter
alia, that the Convention Center -Garage served a valid public
purpose; and "DCC1u%11ENT INDEX
ITEM N0. `'2�,
WHEREAS, under Section 20.11 of the 1979 Lease the City
has agreed to make such amendments to the Lease "as may be
required by the First Mortgage Lender or title insurance in
order to make Miami Center Associates, Ltd.'s interest" in
the 1979 Lease "mortgageable and insurable"; and CdTY COM
MOSM
MEETING OF
JUN3 0 19W
I,I %
80-501
WHEREAS, there has heretofore been presented to the
Commission for its consideration a supplement to the
1979 Lease which the Commission approved and there is now
before the Commission for its consideration and approval,
in substitution for such supplement, a revised supplement
to the 1979 Lease designated "First Supplement to Lease
and Agreement for Development", dated July 1, 1980, which
has been approved as to form and correctness by the City
Attorney and as to content by the Project Director of the
Convention Center and has been approved by the City Manager;
NOW, THEREFORE, BE ZT RESOLVED by the Commission of The
,:ity of Miami, Florida:
Section 1. The Commission of the City, having considered
such approvals of the City officers and having reviewed and
considered said First Supplement to the Lease and Agreement
for Development in the form as presented to the Commission,
hereby finds, determines and declares that said First Supple-
ment to the Lease and Agreement for Development:
(a) is within the purview of said Section 20.11
of the 1979 Lease in that most of the amendments and
revisions of the 1979 Lease included in said First
Supplement are required by the first mortgage lender
of Miami Center Associates, Ltd. in order to make
its interest in the 1979 Lease, as thus amended and
revised, mortgageable and insurable;
(b) is necessary, desirable and in the public
interest to enhance the City's present investment
in the Convention Center and the Parkinq Garage, to
facilitate the financing thereof and otherwise to
2.
80-50-0
clarify the intended meaning of the 1979 Lease
through the correction of errors, ambiguities and
omissions; and
(c) is supported by consideration sufficient to
enable the City under applicable law to enter into,
execute and deliver said First Supplement to said
Lease and Agreement for Development.
Section 2. The Commission hereby approves said First
Supplement to the Lease and Agreement for Development,
dated July 1, 1980, and authorizes and directs the City
Manager of the City to sign such First Supplement in the
form in which it has been presented to the Commission, for
and on behalf of the City and the City Clerk to affix
thereon the official seal of the City and to attest the same
with his signature; provided that the City Manager shall
execute said First Supplement, after it has been duly signed
for and on behalf of Miarr.i Center Associates, Ltd.
Section 3. The City Manager is further authorized and
directed to cause to be filed as part of the records of the
City a fully executed counterpart of such First Supplement
to the Lease and Agreement for Development and to deliver
other fully executed counterparts to Miami Center Asso-
ciates, Ltd. and to other parties as necessary in connection
with the sale and delivery of the Convention Center and
Parking Garage Revenue Bonds.
Section 4. This Resolution shall be in force immediately
upon its adoption by the Commission of the City of Miami.
3.
80-500
y
A
PASSED AND ADOPTED this 30th day of June, 1980.
MnURIrE A FE RF
MAURICE A. FERRE
(Official Seal) MAYOR
ATTEST:
RALPH G. ONGIE
CITY CLERK
PREPARED AND APPROVED BY:
(2AA4*4
�.
ASSISTAN71 CITY ATTORN Y
4.
80-500=
I
STATE OF FLORIDA )
COUNTY OF DADE
CITY OF MIAMI )
I, RALPH G. ONGIE, Clerk of the City of Miami, Florida,
and keeper of the records thereof, do hereby certify that
the attached and foregoing pages numbered 1 through 4,
inclusive, contain a true and correct copy of a resolution
adopted by the Commission of said City at a meeting held on
the 30th day of June, 1980.
SAID RESOLUTION WAS DESIGNATED RESOLUTION NO.
IN WITNESS WHEREOF, I hereunto set my hand and impress
the official seal of the City of Miami, Florida, this
day of , 1980.
RALPH G. ONGIE
CITY CLERK
MIAMI, FLORIDA
(Official Seal) By
Deputy City Clerk
so-500`
6/06/80
FIRST SUPPLEMENT TO LEASE
AND AGREEMENT FOR DEVELOPMENT
This Agreement made and entered the day of June,
1980, by and between The City of Miami, Florida, a municipal corpo-
ration under the laws of the State of Florida (hereinafter referred
to as "City"), and Miami Center Associates, Ltd., a Florida limited
partnership, and its successors and assigns (hereinafter referred to
as the "Developer"):
WITNESSETH:
WHEREAS, the City and Developer made and entered into that
certain Lease and Agreement for Development dated September 13, 1979
(the "Lease") with respect to the City of Miami/University of Miami
James L. Knight International Center (hereinafter called "Convention
Center"); and
WHEREAS, the Circuit Court of the Eleventh Judicial Circuit
in and for Dade County, in rendering its final judgment validating
the revenue bonds of the City for financing the Convention Center -
Garage, determined that the Lease and Agreement for Development (the
"Lease") served a public purpose and that its terms, covenants and
provisions were in accordance with law and fully authorized under
the Constitution and Laws of the State of Florida, and, on appeal,
the Supreme Court of Florida in its decision rendered January 24,
1980 affirmed the judgment of validation, determining, inter alia,
that the Convention Center -Garage served a valid public purpose; and
WHEREAS, under Section 20.11 of the Lease the City has
acreed to make such amendments to the Lease "as may be required by
the Developer's First Mortgage lender or title insurance in order to
make the Developer's interest in the Lease and Agreement for Devel-
opment mortgageable and insurable"; and
WHEREAS, the City has found and determined that the amend-
ments of the Lease set forth in this First Supplement to the Lease
and Agreement for Development ("this Supplement") are, in part, re-
quired by the Developer's First Mortgage lender in order to make the
Developer's interest in the Lease mortgageable and insurable and are
within the purview of said Section 20.11, and are otherwise neces-
sarv, desirable and in the public interest to enhance the City's
present investment in the Convention Center and the Parkinc Garage,
to facilitate the financing thereof and to clarify the intended
80-500,
meaning of the Lease through the correction of error, ambiguities
and omissions;
NOW THEREFORE, in consideration of the covenants herein
contained and for other good and valuable considerations, the re-
ceipt and sufficiency of which are hereby acknowledged by the re-
spective parties, the parties mutually covenant and agree as follows:
1. The introductory paragraph on Page 3 of the Lease
shall be deleted and the following substituted therefor:
NOW THEREFORE, in consideration of the covenants herein
contained and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the City hereby (i)
leases to the Developer, and the Developer hereby rents from the
City, at the rent and upon the covenants, conditions, limitations
and aareements herein contained, for the term hereinafter specified,
the Air Spaces as defined herein, and (ii) grants to the Developer
and the Developer hereby accepts from the City upon the terms, con-
ditions, limitations and agreements herein contained for the term
hereof, the Easements as defined herein, and the parties mutually
covenant and agree as follows:
2. Amend Section 1 as follows:
1.1 "Additional Hotel Spaces" shall mean the Air
Spaces in the Convention Center defined in Section 1.2(c).
1.2 "Air Spaces" shall mean those air spaces bounded
as follows: `
(a) Air Space for the Hotel Tower.
(1) lower boundary - the horizontal plane
at elevation 81'6" as measured from City of Miami Datum as shown in
Exhibit "B" attached 'hereto and made a part hereof;
(2) upper boundary - the horizontal plane
at the MaXimu,-, elevation permitted by applicable law;
(3) perimetrical bounc'aries - the peri-
metrical boundaries shall conform to the metes and bounds delineateci
in Exhibit "A" and designated "Hotel Tower" projected vertically to
intersect t:.e upper and lower boundaries; and
(b) Air Space for the Swimming Pool.
(1) loeier boundary - the horizontal plane
at elevation 6.0' as measured from City of .•Iiami Datum.
- 2 -
(2) upper boundary - the horizontal pane
at the maximum elevation permitted by applicable law.
(3) perimetrical boundaries - perimetrical
boundaries shall conform to the metes and bounds delineated in
Exhibit "A" and designated "Swimming Pool" projected vertically to
intersect the upper and lower boundaries and projected downward to
include foundations and supports; and =
(c) Air Spaces for the Additional Hotel Spaces.
(1) lower boundaries - the unfinished upper
planes of the several floor slabs designated Spaces Nos. 1 through
25, inclusive, in Exhibit "B".
(2) upper boundaries - the unfinished lower
planes of the ceiling slabs above the respective lower boundaries.
(3) perimetrical boundaries - the peri-
metrical boundaries shall conform to the metes and bounds as deline-
ated in Exhibit "B" and designated Spaces Nos. 1 through 25, inclu-
sive, projected vertically along the undecorated interior of the
boundary walls to intersect with the upper and lower boundaries.
1.3 No change.
1.4 Add new Section 1.4 as follows:
1.4 "Consultant" shall mean an independent firm
of consulting, parking_, structural or traffic engineers, or feasi-
bility or management consultants, or architects, of favorable
national repute for skill and experience in performing and carrying
out the particular duties under the provisions of this Lease desig-
nated by the City or designated pursuant to the Trust Indenture se-
curing the Citv's Revenue Bonds, as the case may be, in consultation
with the Developer.
1.5 Add new Section 1.5 as follows:
1.5 Construction Period" shall mean th= time
pr?rioc:(s) during_ which t•'.e Developer's Improvements are either being
constructed, or repaired and restored, prior to the date or, .which
the Hotel First Opens for Business.
1.6 Add new, Section 1.6 as folio,...
1.6 "COnSUf,er Pr ice II.dF•x" Shull mean the
Consu-er Price Index for All urban Items -for L•iiami
Flori], pjhli_-hed by the United States Department of Labor, or such
other coToarable index ,.,hich may be in effect from time to ti..e if
saict Index 1-- un.vailable.
- 3 -
110-.500
P I P
1.7 Renumber former Section 1.4 to Section 1.7 and
add thereto "and includes the furniture, fixtures and equipment to
be provided by the City or the University in their respecti'le
spaces."
1.8 Add new Section 1.8 as follows:
1.8 "Debt Service" shall mean, collectively,
principal amortization, fixed interest, and Participation Interest
as provided in Developer's First Mortgage.
1.9 Add new Section 1.9 as follows:
1.9 "Demised Premises" shall mean the Air Spaces
and the Easements.
1.10 Add new Section 1.10 as follows:
1.10 "Developer's First Mortgage" shall mean the
first mortgage lien upon the Developer's interest in this Lease
given to secure construction financing_, or c_iven to secure permanent
financing, as the case may be.
1.11 Add new Section 1.11 as follows:
1.11 "Developer's First Mortgagee" shall mean the
holder of t-- Developer's First :Mortgage, or its successors or as-
signs, and anv Person accuirinc the leasehold interest of the Devel-
oper in the De7,ised Premises and any successor or assign of an -,.such
Person: (i) under an_- judicial sale made under such %iortgage or as
the result of anv action or remedy provided therein, or (ii) by
foreclosure proceeding or action in lieu thereof (including without
limitation, a deed in lieu of foreclosure to a nominee of such mort-
gagee) in connection with such Mortgage.
1.12 Add ne:r Section 1.12 as follows:
1.12 "Developer's Improvements" shall mean the
hotel.
1.13 P.enu-.ber fore, ?r Section 1.6 to 1.13, and in Sec-
tiOn 1.13 (a) iri ='rt t.^.r :vOrC1S "the rl .ht t0" before "Use", C7 :'C'e
the :•lord "Pr,:-r"13es" to "Project"; and in Section 1.13(b) delete
"public" in tie seccl.C1 line; after the word: "Demised Premises" in
t:,e ze_cnc? lin, <,rC; after the word ";iotel" in the fe::rt- line, in-
sert the :.ords "anCi t�, Par{inu Garage"; in Section 1.13(6) inert
the words "and thc• r ight" following "Ce relorer" in the second line
and: acid "or the Par' ihC Garage" follo-,, inc_ "Excepted Premises" in th_
fourth line.
- 4 -
O
1.14 Renumber former Section 1.7 to 1.14. Following
the words Exhibit "B" insert the words "including the Conference
Center" and delete the words "including the University Lease spaces"
and add "together with all furniture, fixtures and equipment to be
provided by the City."
1.15 Renumber former Section 1.8 to 1.15.
1.16 Renumber former Section 1.9 to 1.16. Amend the
second sentence to read: "The term "Hotel" means a first class
hotel consisting of not less than 627 rooms and includes furniture,
fixtures and equipment to be provided by the Developer in premises
constructed or completed by the Developer".
1.16 Renumber former Section 1.10 to 1.17. Amend to
read as follows:
1.17 "Hotel Tower" shall mean the structure to be
constructed by the Developer in the Air Space described in Section
1.2(a) upon the platform to be provided by the City at elevation
8116" as measured from the City of Miami Datum.
1.18 Renumber former Section 1.11 to 1.18. Amend to
read as follows:
1.18 "Swimming Pool" shall mean the swi-mming pool
to be constructed by the Developer in that Air Space defined in
Section 1.2(b).
1.19 Renumber former Section 1.12 to 1.19.
1.20 Renumber former Section 1.13 to 1.20. Amend Sec-
tion 1.20 to read as follows:
1.20 "Parking Garage" sh1n:11 mean the par':ing fa-
cilities: for not fe':;er than 1,450 automobiles to be constructed b:f
the Cit•i on the land described in Exhibit "A-l" and includes furni-
ture, fixtures and eauip;;ent to be provided by the City and an en-
closEG pedestrian walk,, -;ay bet:•;een the Convention, Center cnd Park-inc
Garage.
1.21 Add new Section 1.21 as folio,:;s:
1.21 "Particir_ation Inter_st" shall mean t::at s.....
:1:,1C^ m be Da :hie to the D-vc-_loper'.: First Vorta-:cec In acco:-
ci:nce :lth trn Ce':el,r-•r's First Mortu sae ecual to 1 l,'2 percent of
grosZ ar.nuwl COG7 stiles (e::clu--l'!e of cor?m.ission_z and diZcounts paid
to trznv-1 agent , croup_-, the University Of Miami, and the Clt�:) i
but th,_ Pc:rtici-_�tion Interest when adci•_d to the fixed rate of
intc.re_t pa.',:ible under such Mortcace sh-11 not exceed the maximum
rate of int:r.rest per77itted
- 5 -
80-500-
1.22 Renumber former Section 1.14 to 1.22.
1.23 Renumber former Section 1.15 to 1.23.
1.24 Add new Section 1.24 as follows:
1.24 "Public Charges" shall mean any taxes, as-
sessments, fees, water and sewer rates, or other charges imposed by -
public authority which if not paid will be a charge, claim or lien
upon or against the Excepted Premises, the Parking Garage, the De-
mised Premises or the Hotel or any part thereof or upon or against
the revenues or rent due hereunder.
1.25 Renumber former Section 1.16 to 1.25.
1.26 Delete fromer Section 1.17. Add new Section. 1.26
as follows:
1.26 "University Agreement" shall mean that cer-
tain agreement between the City and the University dated April 1,
1977.
1.27 Add new Section 1.27 as folio,::s:
1.27 '61
".ork" shall mean the reconstruction, repair
or restoration of the Hotel as used in. Section 14.2(c).
1.28 Add new Section 1.28 as folio,::s:
1.28 "Person" shall have the me-eninc ci-,en in
Section 1.01(3) Florida Statutes, 1979.
3. Amend Section 2.2 (b) as follows:
(b) The rent during_ the Renewal Term shall be as
agreed upon by the parties.
4 Amend Section 3.2 (a) by deleting the :orris "for t::e
City of ;Miami, or such other co-rcaraole index: w.nicn ma,.., be in effect
frog time to time if such consumer price index is unavailab.e."
5. A7end Section 3.2(c) and 3.2(d) to read aS follows:
(c) Pa, =nt of A(5ditional Rent shall .,e deferred to
the ex.te_nt t.. funds availa: -)le to the Dev; _'lox.er fro.- the re':enL =.
of t:.e Hot,-1 are ir.Fu.-ficient to pay suc:. Adr.itional Rent after t:._
Payment of ( ) Ce:Dt Service, (ii) all operl.tinc expense_ and ca..h
reserves re :-.1ire6 of ti;c Developer under this Lease and Hot`'_
manacc-m..ent ac;reer.,ent, and (iii) priority return to equity capit.:i
investorz, prcvidod, that the sum of (i) and (iii) shall not e`cccd
- 6 -
I
. r , 1.4 0* ow
in the aggregate $5,300 per room per annum. That portion of the de-
ferred Additional Rent shaQ1 accrue with interest equal to 1/2�
above the rate paid by the City on its Revenue Bonds. The aggregate
amount of such accruals of un; aid T,dditional Pent shall be due and
payable by the Developer to the City at the end of each third (3rd)
year and at the end of the forty-fifth (45th) year after the Hotel
First Opens for Business. If there are any funds available to the
Developer after payment of items (i), (ii), and (iii) above, for any f
calendar year and there exists unpaid accrued Additional Rent for
any prior year or years, such funds available shall be applied to -
the payment of said unpaid accrued Additional Rent.
(d) Should the Developer's First Mortgagee succeed to
the position of the Developer under this Lease, then the pay„ent of
Additional Rent shall be deferred to the extent that funds available
to the Mortcacee from the revenues of the Hotel are insufficient to
pay Additional Rent after pay�rent or retention of (i) the Debt
Service which would have been due on the Developer's First Mortgage,
(ii) all operating expenses and cash reserves rec?uired under this
Lease and the Hotel manaaem.ent acreeTent; and (iii) any other
amounts secured by the Developer's First Mortgage including, but not
limited to, arrearaees in Debt Service and su-.s advanced by said
Mortgagee in payment of oblications of the Developer under said
Mortgage or this Lease. At the en-1, of each year if there are funds
available to such Mortgacee as determined in the manner described
above, and there exists unpaid Additional Rent c;hich accrued after
the Ceveloper's First ',!ortgagee came into pczS?ssion of the Demised
Premises, such funds available shall be applied first to the payment
of such accrued Additional Rent until paid in full, then to the pay-
ment of Additional Pent currently due. Thc- provisions of this su:-
section are scparate a:,c in addition to those of subsection
11.4 (h) (3) .
6. 1, end Section 3.6 to read, aZ folle'::s:
3.6 Offsat. Rent and all other sums payable by
bevelocer her- undea r shall h.-2 Paid wit":out notice, de:::and, counter-
claim, sotoff, dcOuctiG-, . or defense and witC,out abatement, suspen-
lOn, C:r_-ferm_nt, di;;'inution or redaction except if the Developer or
Develo.,-er's First Vort--Cce shall incur any cost or pa`; any sum anv-
trhere in this Ler:se pre:�cri'r,ed to be obligations of the City, then
the DevelO:�r r or First �'ortcar<-e shall have a claim
acainSt the Cit:. .v,nich Claim Shell hear interc-t t 1,:-` eon at the rats
at f!jr,d5 are.' a -: _a to the D,":eIc:—e r from, co:rmercia
a -cure. , me if not scone paid, :Ta. D� 0 f f c e t ac,-.inzt accr-ed :a! i-
tiOC.11 E'nt-- t .ter,, du_' tnl�- City, if any, and an su:;, in
0ff7�e* ac,:in t `:ci;.ition .l Rent ne:.t co:7.i. _ &,;c— on or after one (1)
year fo' 1o'.;ir,c t:, data on : t;;_ cI,-i. arosA.
7. A7cmd Sec~ion 4 to read Uz follo':;s:
- 7 -
80-500,
or
Section 4. INCPE<<ENTAL COSTS.
4.1 In addition to rent, the Developer shall pay to
the City, One Million Tr;o Hundred Thousand Dollars ($1,200,000.00)1
representing the costs to the City of constructing structural and
support elements, including mechanical, electrical and plumbing ele-
ments in the Convention Center in sufficient size and capacity to
serve the Demised Premises and the Hotel which incremental costs
would not be incurred by the City but for the Hotel ("Incremental
Costs"). Said One Million Two Hundred Thousand Dollars
($1,200,000.00) shall be paid by the Developer to the City in five
(5) equal annual installments of $240,000 each. The first install-
ment shall be due and payable fifteen (15) months following the date
on which, the Hotel First Opens for Business and annually thereafter
until paid in full. Installments made timely shall be without in-
terest.
4.2 The provisions of Section 4.1 shall not apply to
the Developer's First X.,ortgacee if such Mortgagee shall succeed to
the position of the Developer. Any sums coming due under Section
4.1 after the Developer's First Mortgagee shall have co,:e into pos-
session of the Demised Premises shall b? waived as to such L%:ort-
gagee. The provisions of this subsection are separate and in addi-
tion to those of subsection 11.4(h)(3).
8. Amend Section 5.1(a) to read as follo::s:
5.1 Develcper's Obligation to Construct the Hotel.
(a) The Developer agrees for itself, its succe--
sors an-, assicns, that the Developer anC1 s'.:ch successors an::
assions, small pror:!:�tl.y ncain and diligently ; roEecute ccnstructlon
of the Hotel to substantial completion.
9. Amend Section 5.1(c) by changing "Octo er 31, 1961" to
read "February 1, 19032."
10. F,r'and Section 5.3 by adding the �•rord "hereof" at t e
end of the first sentence.
11. P%7end Section 5.8 to read as follo'.,s•
5 •E Contr-ct for Ccnstructio_r,•The Dc elec_ er sh11
SU: ^1_ to tC: Ci__ a fl.I1' eY.eC:t�C: CcntCuct iOr conC
�tr'_1 t`on of the
Hotel r:rio. t0 Ci_11ver' Of the Cltl' Pe%„ ''.n_,o 2oi.:�•^.. T:.•f COntrC
for ccn7-truction o.,�.l. COnt .ln, a zr0v1Sl0. in for.". and su:_.Stanc-,?
satiZfactorY to the Cit-Y vhich shall dr,clare t` c, City a third-� : t'
henericiary of said co^tract and :ehict, sh-:ll provide for notice of
default unC:,•r S-,;ch contra-ct to the City and the right of the City,
at its ontior, to cure such default p^malt_, to t Cit•_ o:
stor'n- e of
- S -
OW
12. Amend Section 5.14(a) by inserting "of the Developer,"
after "subcontractor."
13. Amend Section 5.10 by deleting "Demised" in the third
line.
14. Amend Section 5.14(b) by inserting "of the City" after
"Subcontractor".
15. Amend Section 6.3(:j) by changing_ Plarch 1, 1980 to read
"June 19, 1960."
16. Amend Section 6.3(c) by changing October 31, 1981 to
read "February 1, 1982" and add to end "and Parking Garage".
17. Amend Section 7.1 to read as follows:
7.1 [lot and Chilled Seater.
The City
represents to
the
Developer that the City will (subject
to Section
8.1) construct
as
part of the Convention Center a plant
or plants
to produce hot
and
chilled water sufficient for the needs
of the Convention Center
and
the Hotel. The Cit: has offered and
heresy agrees
to furnish
and
sell to the Developer for use in the
Potel the
amounts of hot
and
chilled water as are required by the
Developer
in accordance
with
the terms and conditions hereinafter set forth.
18. Amend Section 7.3 to read as folio,as:
7.3 Acree7ent to Purchase and Sale The City hereby
agrees to furnish and sell to t,e Developer and the Developer agrees
to parchave the quantities of hot and c illed ..:ater in monthly quan-
titie£ in accordance with t:.e Developer's need's of monthly usa^.e an6.
at the te-..peratures anti pressures at the point of reception deter-
mined pursuant to Section. 7.2, and the Develcper agrees to pay the
City therefor as set forth in Section 7.4.
19. Arc-nd Section 7.5 to read as follows:
7.5 Interr,_,ption in Utility' Service. The Citv shall
not yE' rE G^C1. 1_ or 11uC1` In an;i wa`i 41^�tOOE'VGr for the quality,
cuantit.;, vir.p ir^.er`, interruption, stoipac, or other interference
with service ln.•:olvin. 1�CtC1C, ::nter, C_aL, `.';e'serage, telephone or
an': Other CE•r': lc=,, unlez.. 3'.lc , occl:rrence 1�_ eue to t'ne willful acta
or 071o510oe Ci (cxcint in t:,e c-::ercise of the police
po.:er! o. to it.7 act.. or
2C. t:Tenci : ,ction 7.6 to rt:!ad -,- follo•.:s.
7.6 Utilities. In addition to the provisions of this
Scticn 7, cc:cli of t,^,e ' artl�,•C Shrill pa ,.• the colt of utll ltv ser-
vicc•o to it:. res^ective _..,1SE o. Ot^�C'••1_._ u�3C1 _ t.,e re 'Ctl':c
- 9 -
80-500
party, including but not limited to electric, water, gas, sewerage,
telephone, garbage and trash collection. To the extent that such
utility services are available to the City for transfer to others,
the City will make such utility services available to the Developer
upon terms mutually agreeable if such services are not otherwise
available to the Developer; providing nothing herein shall affect
the City's obligation to furnish hot and chilled water pursuant to
Section 7.1
21. Amend Section 8.1 to read as follows:
8.1 Obligations of the City_. The agreements and
covenants of the City contained in this Lease shall be binding upon
the City and the cost of performing the City's undertakings shall be
paid from proceeds of the Revenue Bonds, revenues of the Convention
Center and Parking Garage, and from such funds oE—the City as may be
lawfully available therefor exclusive of ad valorem property tax
revenues not expressly approved for use hereunder in accordance with
applicable law.
22. Amend Section 8.4 to read as follows:
8.4 Maintenance of Convention Center. The City at
its expense shall continuously throughout the term of this Lease
operate and maintain the Convention Center and Parking Garage in
good and clean order and condition as a first-class convention and
conference center comparable in quality to other first-class conven-
tion and conference centers throughout the United States and will
promptly make all necessary or appropriate repairs, replacements and
renewals thereof, whether interior or exterior, structural or non-
structural, ordinary or extraordinary, foreseen or unforeseen. All
repairs, replacements and renewals shall be equal in quality and
class to the oricinal work. Such obligation shall include, but
shall not be limited to, bearing the cost of the Convention Center
sales force and an adequate staff to service the Convention Center
and Parking Garage, security for the Convention Center and Parking
Garage and their patrons adequate to operate the Project as a first-
class facility, and reserves for replacements, which reserves shall
be sufficient to accomplish the City's obligations under this Sec-
tion. If the City fails prorerly to operate or maintain the Conven-
tion Center and Parking Gara•je, as aforesaid, in the determination
of the Consultant exercisinc reasonable judgment in applying the
standards set forth in this Section, or fails to make payment there-
for, then, the Developer shall ha,,e the richt either to perform such
operation, maintenance, repair or replacement or to pay for the same
and to the extent that the Developer shall perform or pa., for the
same, the Developer shall be entitled to an offset acainst rents due
the City as set forth in Section 3.6. An escrow reserve shall be
funded in cash by the City each year of not less than $100,000 per
annum, under an escrow acreeTent and with an escrow acent acce!:ta le
- 10 -
Opt OW
to the Developer, and the balance on hand from time to time may be
invested in interest bearing investments authorized under applicable
law, with interest earned thereon to inure to the benefit of the
City; provided that so long as any Revenue Bonds are outstanding the
establishment and maintenance of reserves for replacement under the
Trust Indenture with the Trustee shall be acceptable to the Devel-
oper for the purposes of this Section.
23. Delete Section 8.5. (See new Section 16.2 for cor-
responding material.)
24. Amend Section 8.6 by enclosing the words "excluding
the words Conference Center" by parentheses in the second and sixth
lines.
25. Amend Section 8.7 to read as follows:
8.7 Coordination of Maintenance and Repairs. The
City and Developer expressly recognize that in the fulfillment of
their respective obligations to operate, maintain and repair the
Convention Center and the Hotel, certain functions and responsibili-
ties will overlap by virtue of the joint use of machinery and equip-
ment. Accordingly, it is understood that a detailed agreement of
operation, maintenance and repair responsibility shall be entered
into on or before February 1, 1982, which agreement shall provide
for the Citv's makino the determination of disputed areas of respon-
sibility, with the Developer retaining the right to contest such de-
termination and to seek reimbursement from the City for the cost of
performing disputed work. The existence of a dispute between the
City and the Developer over operation, maintenance or repair respon-
sibility shall not relieve either party of performing the same in
accordance with the determination made by the City until and unless
changed judicially or by further agreement of the parties.
26. Amend Section 9.1 by deleting the words "at least
1,000" and substitute therefore "not fewer than 1,450."
27. Amend Section 9.3 by adding the words "but not later
than February 1, 1982" at the end of the first sentence.
28. Amend Section 9.5 to read as fol:-)ws:
9.5 Maintenance of Parking Garage. The City shall
operate or cause to be operated the Parking Garage in a first-class
manner and kept in first-class order and that it shall be operated
at all times reasonably necessary to serve the Project.
29. Delete Section 9.6 (see new Section 16.2 for corre-
sponding material).
30. (intentionally omitted)
31. Amend Section 11.4 to read as follows:
80-500
r Or
11.4 Richts and Duties of %!ortaicee. The City here::1
agrees to the provisions set forth below.
(a) Notice of the Developer's Default. After
completion of the Hotel, if the Developer shall commit any act or
fail to act, and such action or failure of action shall be declared
a default by any mortgagee, the mortgagee shall use its best efforts
to give written notice of such default to the City setting forth the
specific details of the default, the descriotion of the instrument
and the particular provision thereof under which the default arises
and the City shall have thirty (30) days after receict of such no
to cure the default, if it shall elect to do so. If the City
shall elect to cure the Developer's default as herein provided, the
Developer shall reimburse the City for the cost thereof forthwith
with interest thereon at the legal rate.
(b) The Mortcagee's Richts Prior to Completion
of Hotel. If, prior to completion of the Hotel, t:^e Developer's
First Mortgagee shall acquire title to t1he leasehold estate in the
Demised Premises, then in such evert, the Mortgacee, or the L,,'.ort-
gacee's nominee, may complete the construction of the Hotel in
accordance with this Lease, by a date c•;hich shall be acreed to in
caritinc b.! the :iOrtcaaPe and the City, and :vh1C1 date Shall not be
earlier than the date specified fcr completion of the Hotel by the
Developer as extended b./ a period equal to the sum of (i) the numiber
of days as imay be required by the :•iortcacee to obtain, based on Good
faith effort to diligently do so, (ei. er b.; foreclosure or action
in lieu of foreclosure) title to the lease:^.old estate in the Demised
Premises and possession of the Demised Premises, and (ii) the number
of days thereafter until the Mortcacee notifies the City of its
election to c,,.-_lete the construction as set forth in the next sen-
tence. If the V.ortcacee so elects to complete the Ertel, it shall
so notif•; the Cit-.- in iritina of its intention to do so within tc.,o
hundred seventy (270) dcvs from th_ date it shall h-•!e acouired both
possession of t:--_ Demised Premises and title to the leasehold estate
in the Demised Pre:rise-, and shall b_; instrument in writing, agree
for itself an, : its successors and a.ssians ane. ex!:CeSsl'.' for the
benefit of the City•, Su:,ject to Section 11.4(h) (3), to assume all of
the obll^C:t10.n- of the a-d to be bc::nC Ihv all of the o:o-
visions of this
(c)
Pic!-t of Cit•.• to Co:r.plete
If ar.•.•
default
descr lc,ed In
Section
11.4 (a) c!;:ii 1 occur at n: tl:'•E
prior
to co--
pl�tlon of t ot�l
a•^._. De';eIO c•r's Flrat %*or"":,ao.=C f a i 1 s
to m.ati=
the election
set out
In Sc-ctior/ 11.4(i)) t^e
timo pro:1C•_c,
t'-e Cit
euc:.
action a. it cis':.... prc:. inc.::Cirl:
,
.gut n^_
limited tc, ti,rr,i;:a
c t:hi:. Le_.sc.
(d)
The ?1ortra:c•e'S Richter after
Completion of
I_^ro••e-• : t
If, after the cc•,-InI_ticn or t:.e Hotel, tame
1)e:e1-
0:== '.. F1C. t•
.:GC` :c•__
S h wll c G 1 re t1 t 1 �_- t0 It,-. e 1
33eh0 1 d
E...t..
0 A
tr 1 -1 7) P :71 1, t "I ?:l tilt? IL
I -to r
I-
2) P:;. 7;,1 Tv
:op:r r-. r I ; Q'y C 4) -.;1 e r -
c
. 3:1
0
t t
t 0 lo :.3, an a n J, -i
7 a rl = Or
I I It 'n f? n ovt
2,3
t
71t..'11 'a Qr;'04.) t
ctic t
T f t r -c e v Ic -I to
T,
;71 t
M 1' C 0 t7:3 0 F e
'It) t
s
rl 0-- e ',I 1 7 0 e
i t 's -)?I t c ti o 1: r e.71 `1 -D co el'!
t� e 17 11 '1'? I- 1 .71 o c
Il t iI o cl r:
I t to
a .1*1 s - S ) uc
:7 2 C j
;,l C - C
I i 5 c t 1) -1
II o t i :7,1 on
'l -2 ;!1 7 1
1-4
T
-1 tn
,CCO
c;: i
0 0
(2) In event of the Developer's default
under this Lease after completion of the Hotel, if the holder of any
mortgage upon the leasehold estate in the Demised Premises, after
having been given written notice of such default by the City, elects
to foreclose its mortgage or otherwise acquire title to the lease-
hold estate in the Demised Premises, and agrees if successful to
comply with the obligations of the Developer with respect to curing
such default, or prior to or during such action such holder of the
mortgage is in good faith attempting to place itself in position to
cure such default, the City shall not terminate the Lease by reason
of such default as long as the holder of such mortgage is pursuing
such action with due diligence.
(3) Notwithstanding anything in this Lease
to the contrary, the Developer's First Mortgagee shall not be obli-
gated to pay any money or cure any default of the Developer by the
payment of money or otherwise with respect to (i) any indemnity
under Section 14.1(a), (i i) deferred Additional Rent or interest
thereon under Section 3.2(c) or (iii) any sum under Section 4.1.
32. Amend Section 11.5 to read as follows:
11.5 Obligations of Persons, Including a Mortgagee,
Acauirinc the Leasehold Estate in the Demised Premises. Any Person
acquiring title to the leasehold estate of the Developer in the
Demised Premises, (i) under any judicial sale made under mortgage
permitted by this Lease or as a result of any action or remedy pro-
vided therein, (ii) by foreclosure proceeding or action in lieu
thereof, (including, without limitation, a deed in lieu of foreclo-
sure to a nominee of a mortgacee) in connection with anv mortgage,
or (iii) as a result of any legal process or proceedings (other than
eminent domain proceedings by public authority) or (iv) by any vol-
untary sale, assignment, or transfer permitted by this Lease shall
thereby be bound by all of the provisions of this Lease, provided,
however, that the rights of any party, including a mortgagee, to
acquire the title to the leasehold estate of the Developer in the
Demised Premises is subject to such mortgagee's or party's curing
all defaults of the Developer under this Lease which are susceptible
of being cured by a party other than the Developer by the payment of
money, subject to the provisions of Section 11.4(h)(3).
33. Amend Section 11.6 to read as follows:
11.6 Assign-ment tv Mortgagee. An., mortgacee or an,.,
party described in Section 11.5, or their respective successors or
assigns, acquirina title to the leaseholc estate of the Developer
shall have the riaht to assign such leasehold estate by instru:r.ent
in writina executed with formalities of deed, accented by the
assignee and recorded among the Public Records of Dade County,
- 14 -
assignment shall be effective until a certified copy of such record-
ed assignment has been delivered to the City. Thereafter the lia-
bility of the assignor shall be forever released and discharged from
the obligations of this Lease.
34. Amend Section 11.7 as follows:
11.7 Mortgagee's Right to a New Lease.
(a) Notwithstanding any provisions of this Lease
under which the City may declare a default and terminate or cancel
this Lease no notice of default given by the City to the Developer
or other action by the City to declare a default shall be effective
to terminate this Lease, if Developer's First Mortgagee shall
promptly commence the enforcement of and diligently pursue all
rights and remedies legally available to it to correct or cure all
defaults, (other than defaults which are not within the power of
said Mortgagee to correct or cure, which defaults shall be deemed
waived as to said Mortgagee), or if said Mortgagee shall promptly
commence the enforcement of and diligently pursue all rights and
remedies legally available to it to acquire the leasehold estate
hereunder, and upon acquisition thereof, perform all of the cove-
nants and provisions on the part of the Developer to be performed
durina the period of its ownership of the leasehold estate; subject
ho,.:ever to the provisions of Sections 11.4(b) and 11.4(h)(3).
(b) Right of Developer's First Vortcacee to a
New Lease. If this Lease should terminate by reason of the happen-
ing of any event of default, the City shall give notice thereof to
the Developer's First Mortgagee. Upon request of the Developer's
First Mortgagee made within sixty (60) days after the giving of
notice by the City to such Mortgagee and upon payment to the City of
all monies due and payable by t:",e Developer hereunder (subject, how-
ever, to the provisions of Section 11.4(b) and 11.4(h)(3)) and the
curing of all defaults hereunder up to the date of such termination
which are within the po,:rer of such Mortgagee to cure and the perfor-
rr.ance of all of the covenant and provisions hereunder up to the
date of such termination which are within the power of said Mort-
gaaee to perform (a. default not within the po,.,;er of said Mortgagee
to cure or perform and all of the matters descric.ed in Section
11.4(1-1) (3) shall be dE•eT.ed waived az to such Mortgagee) , the City
shall enter into and deliver a ne,,r lear.e of the De;:;ised Premises
with such o'ortgac_ee for the remainder of t::e term, at the same Addi-
tional Rent and on the same terms, provisions, and conditions as
contained in this Lease, including all ric-t_- of extension thereof,
an(. datad a_ of the datCl of termination of this Lease and deliver a
Ctultcizjim deed to t.^.^ l:otE•1, to su ,- ."•lortgaCee, free or encll.T:-
brances, lien:-, claims or charces iT_osed thereon by the City. The
estate of thc• DevElo-.:;_r's First as lessee under the nee.!
lease, shall have priority equal to the estate of the Developer
hereunder (that is, there Shull he no charge, lien or burden upon
- 15 -
80-500
04
the Demised Premises prior to or superior to the estate granter.
such new lease which was not prior to or superior to the estate of
the Developer under this Lease as of the date immediately preceding
the date this Lease went into default, except, however, any charge,
lien, or burden which should not have been permitted or should have
been discharged by the Developer under the terms of this Lease).
The quitclaim deed to the Hotel shall recite that the grantee holds
title to the Hotel only so long as the new lease shall continue in
full force and effect, that upon termination of the new lease, title
to the Hotel shall revert to the City automatically without payment,
that the grantee covenants not to convey the Hotel except sirr.ultane-
ously and with an assignment of the lessee's interest in the new
lease and except to the assignee thereof, and that such covenants
shall run with the property conveyed and bind all future owners
thereof. Nothing herein contained shall be dee!,ec to impose any
obligation upon the City to deliver physical possession of the
Demised Premises to Developer's First Vortgac,ee unless the City has
physical possession thereof. Said Mortcagee shall pay all expense ,
includina_ reasonable attorneys' fees, incident to the execution: and
deliver - of such ne'.j lease and quitclaim deed, reduced by an armount
equal to the net income, if any, derived by the City from, the Hotel
during the period from the date of termination of this lease to the
date of execution of such ne,.i lease, after deduction from such net
income an amount equivalent to the Additional Rent that would ha•:e
been payable under this Lease for such period.
35. Amend Section 11.8 to read as follo,;js:
11.8 Limited Liability Notivithstar,cing that all the
covenants, acre,: -eats, conditions and undertn in-gs herein are in
substance anO for, expresse:: in language creating personal covenants
on the part of any mortcagee, the liability of any mortgacee, and of
any mortc cee's successcrs or assigns, and the liabilty of any party
described in Section 11.5, or Section 11.5 or Section 11.7, and such
party's succc•Esors and assigns, shall be limited to and shall not
extend be•:ond the leasehold estate hereby created and the Hotel and
any mortcace•:'s or any such party's interest in the Demised Premises
and the Eiot•-•1; and any mcrtaagee and any such part' and their re-
snective successors and assigns, shall never be held personal1
liable on any coicnant or agreement or understanding herein ex-
pressc'', nor Z-*-_till any action lie against any such mortgagee or an
such part•:, or th-•ir res_cective successors or assigns to enforce or
exert any or liability hereunder, except as enforceabic.
ar-_..-t t:._ 1-a :rid estate and the Hotel, It ein the lnt=ntion
Of~th= _ 3rt1 t:,..t the Sole remedy of the C i t,y in enforcing llatiI-
it h,�r-unci-•r .,c all t e terms, covenants anc: ccndition- ccntai:._ci
inthis Lea-•, sh :ll : e 1i,itec to tho leasehold Bata*e and interest
In the DE .1::eCi Pr,:.niSe: and the Hotel of any such mortgacee or
Such Dar`.'.
36. Amend Section 11.9 to read as follows:
11.9 Amendments Subject to Consent. The Developer
agrees that it shall not amend or terminate this Lease without the
prior written consent of ;the holder of any mortgage lien on the
Demised Premises. The City agrees that it shall not amend or termi-
nate this Lease without the prior written consent of the Trustee
under the trust agreement securing the Revenue Bonds of the City, so
long as any of its Revenue Bonds are outstanding.
37. Amend Section 13 to read as follows:
Section 13. PUBLIC CHARGES.
13.1 Covenant for Payment of Public Charges. The
Developer and the City covenant and agree to pay and discharge, be-
fore any fine, penalty, interest or cost may be added, all Public
Charges applicable to the Demised Premises and the Hotel or the
Convention Center and Parking Garage, respectively.
13.2 Evidence of Payment of Public Charges. The
Developer, upon request, shall furnish or cause to be furnished, to
the City and to any mortgagee, if the Demised Premises or the Hotel
are encumbered with a mortgage, official receipts of the appropriate
taxing authorities or other proof satisfactory to the City or the
morteacee, evidencing the payment of any Public Charges which were
due and payable on the Demised Premises or the Hotel thirty (30)
days or more prior to the date of such request.
13.3 Payment of Public Charc_es. ;Notwithstanding the
provisions of Section 13.1, the Developer and the City shall have
the right to pay Public Charges in installments if permitted by law,
and to contest the amount or validity, in whole or in part, of any
Public Charges by appropriate proceedings and, if the Developer or
the City, as the case may be, is prosecuting such proceedings with
reasonable diligence, the payment of Public Charges may be postponed
to the extent permitted by law so long as such contest shall
continue.
13.4 Senarate Taxable Interests. If the Excepted
Premises and the Demised Premises shall be subject to a single ad
valorem tax assessment (it being understood that under current law
the Developer's leasehold estate in the Demised Premises is subject
to ad valorem taxes and the City's interest in the Premises is
exempt from ad valorem taxes) whether as a result of change in law
or disposition by the City'to a non tax-exempt person, the City, for
itself and its successors and assigns, covenants and agrees promptly
to divide the entire property inito two (2) parcels in any manner
permitted by law so that the Excepted Premises and the Demised
Premises will each comprise separate taxable parcels for ad valorem
tax purposes. Such division shall be made in a manner that will
preserve intact the benefits and burdens of this Lease.
- 17 -
80-500
r F
38. Amend Section 14 to read as follows:
Section 14. INDF%INIFICATION A*L:D INSURANCE.
14.1 (a) Indemnification by Developer. The Developer
shall pay, indemnify and save harmless the City, its officers,
agents, and employees from all suits, actions, claims, demands,
damages, losses and other reasonable expenses and costs of every
kind and description to which the City, its officers, agents or
employees may be subjected by reason of personal injury, or injury
to persons or death or property damage, resulting from or growing
out of any commission, omission, negligence or fault of the
Developer, its officers, agents or employees, or its contractors or
sub -contractors or any lessee of the Developer or its hotel manager
in connection. with (i) any building, construction, installation or
development work, service or operation being undertaken or performned
by or for the Developer in, on or over the Demises Premises, or (ii)
anv uses, occu_anc_;, maintenance, repair and in..provec,ents, or opera-
tion of the Demised Premises; provided, ho•::ever, thaz such indemni-
fication shall be limited to the extent that the City, its officers,
agents or employees are not protected bl; insurance, whether such in-
surance has been supplied by the Developer, the City, or their of-
ficers, agents or employees. The Developer shall pay all costs and
expenses which may be incurred by, and any monies due under any
judgment or decree rendered against the City (i) in enforcing com-
pliance by the Developer with provisions of this Lease, or (ii) in
defendina an•: suit or proceeding brought against the City for vicla-
tion h,, the Developer of an,. la,..: or ordinance during the Lease Ter-,
or (iii) in defending an_• action or suit for %::high indem.,n.ification
is required hereunder. If the City shall be made a party to any
litigation c:ith respect to any matter growing out of this Lease to
the extent tat the Deaelon_eris at fault, the Developer shall pa.;
all judgments, decrees and costs or expenses incurred by or impesec
on the Cite in connection there. -pith.
(b) Indemnification b•: the City. The City shall
pay, i n d if..' and Scaye harmless the De•;elorer, its officers,
agntz, and e^7:1o•.•ees from ail suits, actions, claims, deman6S,
dama-ces, lc-E •s and ot':'r rcaSonablc expenses and cOStS of ever-,,
kind an-', d_-zcri^-ion to ::high t-,r De';elorer, or its officers, agents
or ma" be subjected by reason of personal injury, or
injur r to psrson; o, death or propr�rt• damac?, resulting fro:r. or
Gro•..i, c out of an,-.-c=' .ission Or o,; 1ssion of t' , City and its of-
ficers, agent or e:roio;ees, or their con.tra:ctorc or su::>-contractor.;
ac to t:n,:. Cif-_:, or an: of t-.^ City in co.nnic`_icn any
buildi. _, c....:,�.:ction, installation o: o_
operation _ir._ .:n_�ertI-::<en or perfor^•.rr, b.; or for t-ie City in, on or
over t:.= K fceptEf; PrerLPPs or tho P_.r-;lnc or (ii) an U_ee
_ r
occu%Z:nc., rFUair anc: lmnrovements, or o^_er.-.tlon of tnr
FXCLC_�d P C_7i::cz or the Parking Garace, pro:'iCE:d, ho• cvcr► t-. :I t
- 12 -
Ook
such indemnification (1) shall be limited to the extent the Devel-
oper, it- officers, agents or employees are not protected by insur-
ance, whether such insurance has been supplied by the Developer, the
City, their officers, agents or employees, and (2) shall be limited
so that the City shall be responsible only for its own actions and
those of its officers, agents, employees, contractors, sub-
contractors, and Lessees. For purposes of this provision, the
Developer shall not be deemed an officer, agent, employee, contrac-
tor, sub -contractor oc lessee of the City. The City shall pay all
costs and expenses which may be incurred by, and any monies due
under an:: judgment or decree rendered against the Developer (i) in
enforci^,a_ compliance by the City with provisions of this Lease, or
(ii) in defending any suit or proceeding brouaht ac_ainst the Devel-
oper for the violation by the City of any law or ordinance during
the Lease Term, or (iii) in defending any action or suit for which
ir,dernification is required hereunder. If the Developer shall be
made a part;' to any litication with respect to any matter growing
out of this Lease to the extent that the City is at fault, the City
shall pay all judgments, decrees and costs or expenses incurred by
or imposed on the Developer in connection therewith.
14.2 Insurance Coverac_e of. Developer.
(a) Durina_ the Construction Period,. The Devel-
oper, at its expense, shall keep the Hotel insured during the Con-
struction Period aaainst loss or damage as a result of fire and
those other hazards ordinarily insured against under an "All Risks
Co,ieraae" builder's risks ins'.lrance policy on a "Completed Value
For.-." lss::ed b-% an insurance comoan': authorized to do business in
the State of. Florida, and approved, by the City and the Developer's
First '.!ortcaaee. Such insurance shall be in an a:rount sufficient to
prevent ti Developer from being a co-insurer and shall be main-
tained in an amount not less than one hundred pzrcent (100%) of re-
placc77ent cczt of t::e Eotel. Each insurance nolic.• s, all contain a
loss ^a.:acle clause in whicl-. the loss shall be piic.� to the Devel-
oper, and to t- De e1O G.r's First MortcLc. e anC tale City, as addi-
tional insureds, as their interests r.av an -ear.
(b) Pr-orrrt'• Co';nr_zC_r' i�ftn,, th!( C^n'tr -Ction
Per ioC.. T`.e at itC expense, s..;.11 keel- tn,-. Potel insured
P'r 1 Gd ;Ca lr. t 1.0:: Or du'. �E' ais a result of
t
fir^, pill%es, and those other hazards
from timi:_ to ti:, durin t..= ter.of thi:.
Leap _ in r_. Ci---,- of "lami, Florida, ur.c.rr p olici- . - ro•: idir.a_ for
or losc, to extent thy z
S'_iCcnC- 1. ^e..:!'_,Li' a':C;lia: l� fr _.. oI recOrynizeC
to C:O b :.. 1.. In FI:`r ic: The insurer
Dv t:.e Cit_ ar._, t^_ Di':clor_er'E: 7 i r s t :ortcaCee
Such in-ur::nC,�- in an amount sufficient to prevent the
De,c1: r f_ i _ina a co - in::ur r anti s;;a11 b:� rein_:.inc.d in an
ar..011nnot Z ti. n Gn^ hu,,,drod p•_rcent (1CC of replac_7ent cost
80-500'
I or"
of the Hotel as determined by annual evaluation on the anniversary
date of the insurance or by inflation endorsement if available.
Each insurance policy shall contain a loss payable clau-se in wn ic:-:
the loss shall be paid to the Developer, and to the Developer
First Mortgagee and the City, as additional insureds, as their in-
terests may appear.
(c) Use of Insurance Proceeds.
(i) In the event of any loss or damage to
the Hotel by reason of fire or other casualty costing more than
$50,000 in the aggregate to repair, the proceeds of all such insur-
ance shall be paid to Developer's First Mortgagee for application as
hereinafter provided. The Developer may make claim for the pro-
ceees, adjust anc: compromise any claim for a period of four (4)
months after the date the loss occurs, subject to the approval of
the settlement by the Developer's First Mortgagee; after four months
the Developer's First :?ortc_agee shall have the sole right to adjust
and comwro-raise the claim. In either event t::e Developer's First
Mortcacee Shall, e:%cept as otherwise provided herein, release the
proceeds to the Developer for repair or restoration aS hereinafter
provided.
(ii) The Develo!:E•r's First vcrtcagee s"al'_
apply and crake availa:-le and pal 3G1nt1'% to the Developer and
Develocer's contractor, sub -contractor, suoclier or other designated
pa'in��,. the net �roceec::S of an,. fire or other CaSuait..' insurance paid
to. said V..or`7aC:e_ for an' loss or da'"aCe ,'Iic:h shall occur during
the ter- heri_of, after deducting an: co_tS of collection, including
attorne%s' fees, for repair o: restoration (t:e ":'.or"') as the sable
DrCCres �'-, pa',*mcnts to be made, against properl•: certified Ora,..: rc-
ttuestS o_ vo'_:C".^rS, Certified b'1 a co-:Etent arc;,-itect in c::arce of
the Wor'c ::'r,o i_= in t;,e State of Florida and approved b., the
Developer's First Vortg gee, 'rinich approval small not ha unreaso.^.a-
bl`! T:ie ,iota cee may withhold from each aIr.ou%t~ClSburseC.'
such a^.ounts a:- are al loo,ed or required to be wit7::eld under the--
mECha:^1CS' lien la,.-. of Florida until proof haS _'?n furnished to t:.e
:'ortcanC,e,� thin t-c- :'.Or,.. has b--c.n co:'p etr.r: and that no lien has
attuC',E'_; or r:iil at`c:C:. to the hotel. T e Dc..velouer'_. Fir.,t ::clt-
cac'l-e S'n'-.11 j,1So ;. :�.thc.t tCjc amount of arry proceeCS rc-
maini. _ in it., nan;:. :.i11 be sufficient upon co:rt;leticn of
to ony for _ i. full.
(ill)
Thy De%,c.lo'�Cr
S.^._.II %r-1:7 tl
and
6_JIi-
gentl: Cam.... nC•"
c,._. CO'^,1_C�'
t: e YF.':.alr an:.
r='_.,Cutl._.. O:.
t.^.'a
.iCt=l
to COnr r 1 _n
tE -r 7-,:0% -r, -:n� anc: = 7=ci,
.. _ion.._ for
t .�_
OtC_
as t..= exi _C
tl
1CC
of 1Co
C...
C^,
un1F'._., C t..?r.:1 -�e
. = r rI t0
:)y t'.e Clt: aI-, L,_v or,,:r'S IF
5t
:oC
cace,:.
• ~ 004
(iv) Durir.e the p_ogress of the Work, the
City and its architects and engineers, or any of them, may fror.. tine
to time inspect the Mork at all reasonable times and may examine
cotaies of all plans and specifications relating to the Work. In the
event that the City shall determine that the Pork is not being done
in accordance with the approved plans and specifications, then the
City may give the Developer written notice specifying in detail the
particular deficiency or omission noted, and the Developer shall
take measures to cause corrections to be made as to anv such
deficiencies or omissions.
(v) In the event that the proceeds of the
insurance should be insufficient to complete the Pork, based upon
the bids obtained or architects' estimates, then in that event the
Peveloper shall have the right to deposit with the Developer's First
flortcacee, within thirty (30) da;•s of rec;uest therefor by Devel-
oper's First i-Iortgacee, sufficient additional funds as reasonably
determined by Developer's First :•iortgacee to cover the costs of the
t•,ork before and,• contracts are let or any Work commences. In the
event that the Develoti-er fails or refuses to deposit the additional
funds with Developer's First Mortgagee, the Developer's First Mort-
cagee shall promptly notify the City whereu^on the City shall have
the right within thirty (30) days of such notice to deposit with the
Developer's First Mortgacee such additional funds sufficient to
cover the costs of the ::ork. In the event the Citv fails or refuses
to deposit s_ic: additional funds with the De':eloner's First Mort-
Cdaree Glit",1n s;,,cn thirt.: (30) da'' _.eriod, the Developer's First
,_Iortcacee s-,a11 by notice to the Deve1o?er and the City within
thirt (30) da•_•s thereafter have the right to adv_.nce such addition-
al funds. If the Developer, the City and the Developer's First
MortCacee all fall or refuse to deposit or adv_rnce such additional
funds, t;.i c L_•a e wail terminate and t proceeds of insurance
shall be na-i` in the• or::er of lien priority, first, to Developer's
First :'opt^' C, th_n to the holder of an'.' other lien indebtedness
on the or the Hotel, and the .balance shall be paid
to the City.
(cif C07:-,re^cn7 i': r? General Purl iC LiabiI it.
jc....Ze
�tir'n
peric; T:^.E pc:%,e1er s.,zecure an
:, ir.t.. i n o
tr,_ _ _
u� e an.i ,r `,int,: in,eci in full force and
ef,f,:,ct dur in^
to Cop._ ..ruction Per cd s u c cor, •rC.:;Cnsi•: e general
iC l i -.• l l i __
i r....r .n
for pre7.1Z I,S anti one,, ions, incl ud inc
..ut nr)t 1 i,..i t
to, cc . -... c _
fnr e: ploz icr , col lat -:�• _.r6 under^rounci
(":..1 °i ci _.
, ln.i .nC=..t Cc�rtrctorz, �C' c _ a':ci co,-..,1�t?d
Crnr,_ir ir,;, L...
CC,n_r :c =.1
u'1ri C ro c%M,:,, 1,^� :C 1::.: 111C: , as will
r
^COt'C' t:.= :1=:.�L.-'rrr
t:'._
C1` r t:."rll me -Ct1'._ ni.f1CC': r a�'�rt
E,rir C• 1
fro:, a: and
all Cl7.lr. ar,a Car.�sgCc for r-eison aI in-
_":
C1 , 1!' .C' tC
i' _ C =Or.7 O<
deut: , O. G_. aC7' tO an' rO� Ert_' Of thz
Cit• cr o. t:.c
lie, is
�a. ari_e c..t of or i:; cor...cctior V.ith
the
o: c,r ,;ur.,
or operc,tic; b., ti.e De _•loper in, on or
80-500
Olt
over the Demised Prer^ises durinc the Construction Period whet::er
said work or on_ erations be by the Developer, or its contractors or
sub -contractors, or by anyone directly .; or indirectly er-.ployed by an•_'
of them. This coverage shall include, but shall not be liritea to a
combined sincle limit of Ten Million Dollars ($10,000,000.00), for
personal injury, injury to persons or death or for property damage.
Each policy shall name the City, and any mortgacPe as additional in-
sureds and each policy shall contain cross -liability endorsements.
(e) Cor.nrehensive General Public Liabilit':
Coverace After Construction Period. The Developer shall secure and
maintain, or cl.use to be secured and maintained, in full force and
effect after the Construction Period co,:prehcnsive ceneral public
liability insurance for premises and operations, includinc, but not
limited to coverace for "X.C.C." hazards, inde^enc:ent contractors,
products and completed operations and contractual and personal in-
jury liability, as will protect the De :'eloper, the City, their of-
f icers, acertz and employees, from an% ar,c all claims for da ^aces
for personal injury or death, or for damage to any property of the
City or the public which may arise out of the Developer's use and
occupancy of the Demised Prem..ises. T:lis coverace s^all include, but
not be limited: to a combined sincle limit of Ten '•lillion Dollars
($10,000,COG.CO) for personal injury, injury to persons or death or
for propert'; da:rage. Each polic'; shall na,..e the Cit and an,,' mort-
cacee as additional insureds and each cclic-,' shall cross-liabilit';
endorse,: eats. "
(f) Co-ore^e^-i"e A' *c-,ebi1e Lia'rilit
Coverace The Developer shall secure and mnaintaln, c',:rina and after
.�
the Construction Period, such comprehensive automo:Dile liaaility
insurance, inc'_udinc non -owned and hired c_.r coverage, as will pro-
tect the DE :�� 107F'r, ar:G mortc:acee ant. the Ci t'.' frC7 an'. and all
C1ai S ar.Ci daaC_°s for perSOnal in)Ur,, or death or :rooerty damage
to any pro:)e•rt1' of the Lt.; or of t:lE pu�liC %,,'nl-cn ma'' arise out Of
or in connection '::ith t n performance of an'; wor or operations none
bI; or for th-_ in Connt Ction 4.'!t.^, thy_ develoO:;ment or o_ c ra-
tion of t�;c Eiote u, i, and after the Construction '
1 d -;r_. Co, � :. n L'er god :tihether
such :c:.ti O, O^_�ratiionC DC by the De e10':E•r, Or ltz COl;traCtOrn Cr
or b'.; 1:n_'one clircctl' or 'indirectl_ ei`' ."10ec3 D' a
of th_m. T' ' a'- .. .ounof suc;, in-ur�ncc_ s �,ll b: not le-' cc~.-
bineci sincle li-;.it of Tor•, '•1illion Doll_,rs ( 1C,000,CGO.CC) for in-
jury or dczth or for prcrort: dr.;-.ac_.
(C)
:rOC �^ Cr
-
o'cr
o,: 11 SsC c
anti
7�1^tal.^,, 1:, it 1L f rc7i
,.. E1_?.C•t,
o.C. 1, r`-
-on's
State
Puaincc Ir*�r._ ,tion
a ,i
�t:.'r
I^ �r c-
er
cc-z�lcticr,
of
cor._tructien t:-,e�Ge;'_lop,r
s^a11
c ,
maintain or cause to be secured and maintained in full force and
effect business interruption insurance and such other insurance
aaainst other insurable hazards not provided for in this Lease which
are from time to time anplicable to the use of the Demised Premises
in such amount as shall be recommended to the City by an indepen-
dent, experienced and qualified insurance consultant for protection
acainst losses and liabilities which the Developer ,-iould incur and
continue to bear to the City and the Developer's First Mortgagee
during a period when the Demised Premises or a portion thereof are
out of operation due to fire or other casualty. Notwithstanding the
foreaoing, the City shall not be required to insure or indemnify the
Developer for Developer's loss of income, directly or indirectly,
due to fire or other casualty interrupting the use of any portion of
the Excepted Premises; the Developer shall not be required to insure
or indemnify the City for the City's loss of inco:r.e, including Addi-
tional Rent, directly or indirectly, due to fire or other casualty
interrupting_ the use of any portion of the Demised Premises. If
Developer's First Mortgagee s zll succeed to the position of the
Developer as lessee under this Lease, such Mortgagee shall not be
required to maintain the insurance coverace described in this Sec-
tion 14.2(h); provided, that, at the option of the City, such insur-
ance coverage as shall be necessary to protect the interest of the
Cit•_: shall be continued in force, subject to the City's agreement to
pay the premium for such insurance coverace as it becomes due and
payable.
(i) Limited Release of Liuinility and f.aiver
of Subroeation The City and tr e Developer release earl: other, and
their respective authorized
representatives, from any claims for
damac_e to any cersor. or to the
Premises that are caused by or result
from ris'�s insured acainst
under an': insurance policies carried by
the Cit'_: or the Developer
and in force at the time of any such
damace. Tae Citv an6, t'ne
Developer shall cause each insurance
policy ohtaineci by eit;.er
to pro'. i e that the insurance company
waives all right of recovery
by way of subrogation acainst any in-
sured c rt':' in connection with
any damage covered by any policy. If
the release of th--� City or
the Developer as set forth in the first
sentence of thiT su:,SeCticn
shall contravene a7_,' 1:.':! with respect to
e::CUl^.utOC': a=CC'c-I,E` tom, t;^,_
j l_011lt y Of the r3Ct_: 1R gUest10R SI1a11
be dCnr;EC nct CC'lEC;sEG but
shrill be secanO:try to the oth,er's in-
surer.
14.3 :On-C:-Cul ._atio- Cl :'e r•.11 i:...'.lrance policies
OC C: " _.r...:r. ,.1: prOvlC;n (t t.^. _ :�t ^t S :C.^. rC': is 10^ is 00-
tr, ir....jl�') t:..:* rt�.� canr.ct c .ncc.11,_ i or ter:-inat_ i .;-.t i 1 after at
1e St t�,irt- d,:Z prior ^Otice In:iS bun C71v --- n t0 t:.0 Cit: and
tt'� Dv': _lc; _r First OCt'caCr = to t.-.e of:Cct that SUC", insurance
pollcl'_s Or uJ_C=��':IlrS aro to he c::ncc.11ed Or ter:;:lnated at a Par-
t icul,-.r t ir".E .
80-500-
or
1;.4 Certificates of Insurance. The Developer shall
deliver all original policies of insurance to Developer's First
Mortgagee if required by said Mortgagee. The Developer and the City
shall provide each other vith certificates of insurance or other
acceptable proof of cor^pliance with the insurance provisions of this
Lease.
14.5 Right of City to Obtain Insurance. In the event
the Developer at any time refuses, neglects or falls to secure and
maintain in full force and effect any or all of the insurance re-
quired pursuant to this Lease, the City or Developer's First :•'.ort-
gaeee, at the option of either, may procure or renew, such insurance
and all amounts of money paid therefor shall be payable forth,.:ith by
the Developer to the City or said N.ortgacee, as the case may be►
with interest thereon from the date the same were paid at the prime
rate of Citibank, N.A. , Neil York. Cit; to the date of dayment.
14.6 Non-I.•:aiver of Develooer'= 0"lications. No accep-
tance or approval of any insurance polic.i or policies bythe City or
the Developer shall relieve or release or be construed to relieve or
release the of:-:er party from. any liability, duty or oblic_ation
as_,,u-.ed b.:, or imTosed utpor. it by the provisicns of this Lease.
14.7 k%utualit,, of Insurance Obiic-tio_n.
(a) All insurance obligations of the Developer
hereunder as t^.e_; relate to its procurement of insurance on the
Hotel and itc or.eraticn shall er_.:a=lly apply to the City in its cro-
cure-ent of insurance on the Convention Center and the Parking
Garace ar.d their operation including, wit^out limitation, the types
of coveraceZ, t^.e amount of insurances, the deductible amounts and
the naminc of the Developer and Developer's First Vlortgacee as ac,
ticnal insureds. r
(b) ::ithcut li-itina the foregcinc, the City at
its e:<p-ns•- during the term of this Lease shall keen the Par.<inc
Garace and t;,e Con%;_ntion Center insured agnin=t loss or damage as a
result of firi•, :Oiler and machinery, burstlna pies and those ether
hazarC. O:C'1n C11'i insured aualnst unC;:r an 1i 11 Risks Coverace"
policy insueci an ine'ur. er 1 icon: ed in the State of Florida unde_"
pollcie•s for t7.nv ic_"il din-.ce or los, to the extent t :it such lnsur-
ar.:e is c:c•.._C .li'J a.ull ...•le fro:^. In .,rer_- of recocnizcci rest on'iJ11-
lt' aut'. or 1"' to co � lneS� In Flo1 1Cu. Th 1nZurer sh:.11 .:e Se-
lected aft�_•r CO'.�ult .ti n with the DE::eiO"eC. Suc:, lnSur_:ncn_ sh.--_'
k-e in an a-c_..._ �..�ici_n*_ to present the City frc- b inc: a co-
ln:.':r^•_tinta1r.-'7 l.:i &n a7o'_:n nC_ 1,�SS t:...n o"_
hur.drrc _nt Cl(l.,} o. thc• r =p1 :cc.T _nt cost 0,
and t::: Con, _nticn Ce..tcr.
(c) If t:.e Cit;* ShaII refuse or fail to occ.:r•=
and saint: in to be m3in.c.inc•ci
t``
10
the City, in full force and effect, the Developer shall have the
right to procure or renew such insurance and all amounts for preri-
uc's p3ici therefor by the Developer may be offset or repaid as pro-
vided under Section 3.6
(d) The City shall provide the University and
Developer with certificates of insurance or other acceptable proof
of corpliance with the insurance provisions of this Lease for the
Convention Center, the Parkins Garage and other areas for which the
City has the responsibility of maintenance under this Lease.
14.8 Reasonable Deductible. All insurance required by
this Section 14 may contain a reasonable deductible provision pro-
vided the City and Developer's First Mortcacee are given advance no-
tice of said deductible provision and approve the same in writing.
For purposes hereof, Ten Thousand Dollars ($10,000.00) shall be
dee:^ed a reasonable deductible amount for property coverace.
14.9 Insurance Carriers: Mandator,; Coverac,e.
,maintenance of insurance by the City and the Developer as required
under this Lease is oblicator,,-, and neither the Developer nor the
City shall be permitted, to be self -insurers, except •;ith regard to
the reaccna:,i,,-a deductible applicai le to property coverace.
39. Arend Section 15 to read as follo•:.s:
section 1:. �.I�:TF`:r.':CE, p�p,•r? A.:D P.LPLnCF'r`"
15.1 Mainter.ar.ce and Penairs The Developer, at its
exnenCe small fCeC t:,e Eiotel In coed and clean order and condition
anC: will pro77ntl: "c...n all nE-ccszary O. ancropriate re irs, re-
p1acA^•ent:- a^' rer,e'::als t ereCf, 41C:Ct "r interior or exterior,
structur-al or non-structurs:l, ordinar : or extraorr.inar•:, foreseen or
unforc.seen. c•.11 re^air yrinl.ace7ants zinc: rent'.:a1s sh ll be equal
In C'�a11 un` c_asS to the Orlcl1nal T'r.e Developer Shall COM-
pl•; 'alt:1 all 1:.:'::s, OrC:lna.^,ce='I coccs an rec:,-iIatlons applicable
reto. The Dc:elocer shall hsve t:-,e ric-t, after %-,ritten notice
tO t::? C1`", tc conti-Ft �-��; aC rO i_ite lecal procee�-7incc, conducted
1:1 COU(: f .1`. , t.". 7:t'.1C�1 O_ u`-11C ..lilt CL ..n_ uC:i 1st'::, orC.l-
n: nCG cC^= )r .r „• _.tiCn, .rind tO 'C;e1C ccr,: 'i 1 .nC `. _' ^'•;lth ceneinc,
t::•= rC t:oviC1eC: nO civil or criminal
1.1 1 i 1t: ,:ol.. _ 1nC_.rr t:i,- Cit' and no 1 ien or cnarae v'ould
_1O'.It OF to-_ I..:C _ �' rrC:•,:.c _cry re:.Cn.
Of
•t:._
_r s`1_.__
a
C-;E ;i_ I''r
rr l::c 7 -:`_—=in
7.1n _...-,,no'Int
01
$3�Y. _r
rc_.,
r0vi ,_ func;s
fer re•olaceMent
or
i- rc:e.-e..t
of t:.o `= rt./,
r,f the
and
the
: i::t.:r^� 4r.c:
ec-ai;_7c,nt t;.-r =i: :t:ic:,
urn su:eject
to
CCtr r lO. �.tl ,..
a _ rC.. _.1
]; OC .1..:.0 U .'
Win(` tear so
that
SO-500
. �. A..
the Hotel will at all times be kept and maintained in first-class
condition and repair. Such reserves shall be maintained in a sepa-
rate bank account and may be expended by Developer only for the pur-
pose set forth in this Section. Said reserve amount of $324.00 per
room is subject to upward increases for equivalent increases in the
Consumer Price Index, using the index for the year the Hotel First
Opens for Business as the base year.
15.3 Waste. The Developer shall not permit, commit or
suffer waste or impairment of the Demised Premises, or the Hotel, or
any part thereof.
15.4 Alterations of Improvements. The Developer shall
have the right, from time to time, to make such alterations and im-
provements, structural or otherwise, to the Hotel, as the Developer
deems desirable; provided, however, that the Developer shall not,
without the prior written consent of the City, demolish all or any
part of the Hotel, or chance the Hotel so as to make it less com-
patible with the operation of the Convention Center.
40. Amend Section 16 to read as follows:
Section 16. FIRE OR OTHER CASUALTY.
16.1 Developer's Dutv - Anv Loss or Damac_e.
(a) In the event of any loss or damace to the
Hotel by reason of fire or other casualty involving more than
$50,000.00, the Developer shall give immediate notice to the City
and Developer's First Mortgagee.
(b) The Developer shall diligently commence and
complete the repair or restoration of the Hotel in accordance with
the terms of Section 14.2 of this Lease; all repair or restoraticn
shall be completed free and clear of all mechanics' liens and the
Developer shall comply with Florida mechanics' lien laws.
16.2 Citv's Duty - Anv Loss or Damace.
(a) In the event of any loss or damace to the
Convention Center or Parking Garage by reason of fire or other cas-
ualty involving more than. $50,000.00, the City shall Give irrmnediate
notice to the Developc and to the Developer's First Mortgagee.
(b) (i) The City shall promptly and dilicentl_:
commence and complete the repair or restoration of the Convention.
Center or Par-ine Garage to conform with the approved _Ian= and
specifications for the Convention Center or _Parkinc Garage as t.^.a`•'
existed immediately preceding the date of loss or da.Tace, :jnie=s
otherwise agreed to by the Developer. All repair or restoraticr.
shall be con—oleter' free and clear of all mechanics' 'liens and t e
Citv shall compl'/ with Florida mechanics' lien
(ii) During the progress of such repair or
restoration, the Developer and its architects or enaineers, or any
of the:^., ma,_• frc:7 time to timre inspect the repair or restoration at
all re :sona ale times and may examine copies of all plans and speci-
fications relating, to the repair or restoration. In the event that
the Develocer shall determine that the work is not being done in ac-
cordance with the provisions of paragraph (i) above, the Developer
may give the City written notice specifying in detail the particular
deficiency or or-ission noted, and the City shall take measures to
cause corrections to be made as to any deficiencies or omissions.
(iii) In the event that the City fails to
promptly commence and complete the repair or restoration of the
Convention Center or the Parking Garace, as aforesaid, the Devel-
oper, at its option and upon twenty (20) days prior notice to the
City, may cerfor.m, such repair or restoration work, or any part(s)
thereof, and offset any amounts expended as provided in Section 3.6,
or may sue for specific performance.
(iv) In the event of ar._, loss or damace to the
Convention Center or the Parking Garace by reason of fire or other
casualt costirc more than $SC,000 In tn^ aggregate to repair, the
crcceeds of all insurance shall be pc:id into a sevrecated escrow
account %it- an escrc,:: agent reasonably satisfactor to the Devel-
o^Or and the C.Ocee_:. of all such insurance shall be used:, applied
n�? - :a a• 1- c F ti :r n,c�c en r n es
a. m�:c. �.� i �..__ for _, c of sucr. r_ ai ., a.,a restoration. In
th,:- event t^:t t _ nrcccecs of the ins'ar:nce aid b' reason of such
loss or da7_nce• to tnc Convention Center or the ~Park l-c. Garace sh :11
be i-suffici-nt to t::e ccsts of =-pletinc the Cit_,'s recuired
re7:air or r_-tcr-tic- o ligations, based a^or. reS::cnsihle bins or
crChltc'Ct'S e t...�tc O^tal.^.EC C_ the Clt' , t-e- 1'1 tnnt evert, the
Cit•_ ma-,- c into z:%id e-cro•:: accc,-r.t b•2fole anv contracts are
1 c t or ;or . C_.:-enC� suf.icient adc.iticn_l f.,;nds to cover t-
O� t:.= c'_--tZ Of recDir or restoration. Such e:cro`.; acco'.lnit
a:: Ali be .. ._., t n ezcro,, acreem,i-nt �•:�7.ch re.ir�_Z di - tribut ion
b: t..Q e cro.._� f-r of restoration or rcp i. �.;or'; pursuant
to t~C. . o, i.,i..... of ta� precrcSE--s and provided
t::^ e'cr< .. _ _ is atl_..:. th .� tic u- i-._.:r-C^ hay:.nC•: cf such ac-
cC t' 1 S f f lClts^t
or re air :o. .. For t:._ purcose_ her=-
o`, t.._ :'r .___ t" TrUz'. In nt,.re s e c,,; r i nc t[.e Cit:'£
n t t t
tt
faliS
:c_ ._...
,...•-� �, •�io�.-r,
..i,..i., t:,ir _ (',:j c_ _
,.f __r t.._
Cit• '..
-.r
. ! _._.'
t ^n .t, C_ :C,:7 t FUc'n
1C1 _n
:ddltlon-
al.
'Z ir..t '.or
�_•
use suc
pros=_cz, to cc 1_tC the repair
�r ro.
_. _ i .,n of
t:._ C.,..:.- ion. Cents r arrt P.r
.i. G..r_.(
. SUCK
80-500
additional fun -is deposited by the Developer shall not be user- until
all insurance proceeds for damage to the Convention Center or tilt
Parking Garaa_e have been expended to repair such dt.mage. If bot
the Citv and an^ the Developer fail or refuse to deposit such addi-
tional funds, the Developer's First Mortgagee may elect to advance
such, funds within thirty (30) days after the expiration of the date
within which Developer is required to deposit such funds, which
election, if made, shall be by written notice to the City and t:.e
Developer and such advance shall be made in installments as wore
progresses but not before all insurance proceeds paid because of
suc^ damage to the Convention Center or the Parking Garace nave been
expended to repair such darrace. if the Develo per elects to deposit
such additional funds, or the Developer's First Mortgagee elects to
advance such additional funds, the Developer or the Developer's
First :-'.ortgacee, as the case may be, shall have full right of access
to the Convention Center and the Parkins Garace to the extent neces-
sary to cause completion of suc:, repairs or restoration. If neither
the City nor the Develo^er nor the Developer's First :•iortgagee de-
posits or acvances such fund, the Developer s all be relieved of
all obligations under this Lease ( including, wit. ".out limitation, the
obligation to pay Additional Rent) and in addition. the Developer
shall have the r icht to terminate this Lease at any time thereaf ter
hy notic•' to t:•:e City. The Developer may offset a=- proviced in
S,:!ctlon 3.6 any amounts so C.eDOSlteC by the Develo.,e: or advanced b-.,
the Developer's First Mortgagee.
16.3 Partial Loss or Ca:^aae Not to Ter: -irate Lease
Any los., or 6---ace by fire or other c�%.sualt: whic- does not, ter —i-
rate t-ic Laze a3 herein provided s:.all not operate to relieve or
disc: arce t'Ie Developer from the performa.^,ce and f-.;l`_illm. nt of any
of o::)I iCat ions pursulan`_ to this Le Se or to relieve,
or diZchar-_ tl.^. 2 City from, the performance and fulfillment of any of
the City's o:lications pursuant to this Lease.
41. A.mcnd. Section 17 to read as follc,:,,s:
Sect ice 17.
1, . l If ':nre is a Total Tak ins
(a) I1 t:,rr0 is (1) a total ta',inc Of t:.e D`-
T.lc ?r:..i _. EoIe1, aiiiCl t'r- Exc, ntOd Pr'.'T1 ec. or (il) a tO_ZI
taklnc of t�'` D�"loe i Hotel ('.,;C r � c �reTisns anc: tt r o c,.
1:. an' t....l:,r Oi tr: 1 ::CO' fcU i r= lie£ :� :'1Ctu O� t..e ex: r 1: o..
t':rig.t Of 1.._nt do-ai- n, t:.En the c;aitlona Frirt ar. a,- c,t:.
any: .. �.. O'..in t'ne Dtw: eio; =r
tJ_ IC: iJ' t.._ '! _� tO t.. C:_.t�'s ;7�_ _.:...:C,`;', 1.., t
. n.. _ t.._
co1. _ cr �r ,J a:... t' 1.. L'_aZc- c.. 11 Li' G 1 t:.a C:..t•D C' ..
d_t•-r:-lnc'.
(b) If there is a total ta..,i, _ of t:.•a
Pre^:i _s :;u _ not a total tz,�:inc of the anc:
Hotel, then, at Developer's option, to be exercised by notice to the
City within sixty (60) days after possession of the Excepted
Premises is taken by the condemning authority, the Additional Rent
and any other charges and expenses owing by the Developer shall be
prorated and paid by the Developer to the date possession of the
Excepted Premises is taken by the condemning authority and this
Lease shall upon that date cease and determine. If the Developer
shall not so elect, then this Lease shall continue in full force and
effect and the City shall restore such portion of the Convention
Center as may be permitted by law.
17.2 If There is a Partial Taking. If only a part of
the Excepted Premises or the Demised Premises or the Hotel shall be
taken by eminent domain, the City, in the case of a partial taking
of the Excepted Premises, and the Developer, in the case of a par-
tial taking_ of the Demised Premises or the Hotel, shall forthwith
proceed to restore its seament of the Project.
17.3 Determination of Type of Ta<ina_.
(a) There shall be deemed to be a total taking
of the Excepted Premises if all or substantiall_; all thereof shall
be permanently taken or taken for a period in excess of five (5)
years by the exercise of the power of eminent domain or by an agree-
ment between the City and those authorized to exercise such power.
Subs tart ialI all of the Excepted Premises shall be deemed to have
been taken if the remaining portion of the Excepted Premises is not
sufficient. in the judgment of the City and the Developer, reasonably
exercised, to economically justify continued operation of the
Excepted Premises.
(b) There shall be deemed to be a total taking
of the De.mized Premises and the Hotel if all or su stantially all
thereof shall be permanently taken or taken for a period in excess
of five (5) years by the exercise of the power of eminent domain or
by an aereement bet,:teen the Developer and those authorized to exer-
cise such pc,.:er. . Suhstantiall_; all of the Demised Premises shall be
deemed to have been t 'r,en if the remaininc_ portion of the Demised
Premises is not sufficient in the jucicmF•rnt Of the Developer and the
Cit;;, rc.-:-ona:.l, exerci ,_ci, to econo •ic.-,I justi`', continued opera-
tion of the iiot- 1.
(c) Anl ra'r.irc. ot::er t:.an a total taking shall
a n,rtial takinc.
17.4 All.oc_ ~.on of :;a arc,
o
do:rr.acc•s
r__ultina to
the Cit:
and the and
to ti:eir r-,�specti•:e
interests
in and tc t.,c• Project
in conn,•etion
::ith this
Lease, by
reason of
any exerci e of tie potter
of eminent
domnain,
shall (unless
the par-
ties are a: -;le to acre
to their rez.
ective
be separatel_
80-500
'
f
F
determined and computed by the court having jurisdiction and sepa-
rate awards and judgments with respect to such damages to the City
and the Developer, respectively, and to each of their respective in-
terests, shall be made and entered. In the event that such court
shall make a single award without separately determining the respec-
tive interest of the City and the Developer and if the City and the
Developer shall not agree in writing as to their respective portions
of such award within twenty (20) days after the date of the final
determination by such court of the amounts thereof, the City and the
Developer ac_,ree to submit the matter to such, court on stipulation
for purpose of a judgment determinative of their respective shares.
(b) On a partial taking of the Demised Premises
and the Hotel, all condemnation awards attributable to the Devel-
opet'S int,�2re6t in the Demised Premises and the hotel shall ce de-
posited with the Developer's First Mortgagee for application„ Sub-
ject and pursuant to the provisions of Section 14.2(c) of this
Lease, in which case the references to insurance proceeds as used
therein shall be deemed to refer to condemnation proceeds.
(c) On a partial taking of the Excepted
Premises, all condemnation awards attributable to the Excepte
Premises shall be applied subject and pursuant to the provisions of
Section 16.2 of this Lease, in which case the reference to insurance
proceeds as used therein shall be deemed to refer to condemnation
proceeds.
17.5 Takings of the Parkinc Garace.
(a) If there is a partial taking of the Parkinc
Garage, the City will restore the Parkinc Gana to t'.^.e extent
feasible anti provide additional parking facilities in reasor,a--ly
close proximit_' to then Convention Cc;,ter so t-Int the restored
Park ina Garage ar.0. said additional par'.inc facilities will h_:e
capacity for not less than 1,450 automobiles wit'- respect to w:i is^.
the parking priorit_: set forth in Section 9.2 shall apply first to
the restored Parkin Garage and then to tnr: additional parkins
facilities.
(c,) If there is a total taking of the Parki::g
Garaar, the Cir_y will provide• a new parking fac111t': in reasonab—
close pr^.xi.-it to ti._ Convr-n.tion Center so t::..t the nc%-i par:kinc.
faci1i~•:will f: c3p_,city for not less than. 1,C00 automoL,lle
respeC to :hi=.. t .• _.,ins_ priority yet fort.. in Section 9.2 s::,.l l
(c) If: thr-_re is a ^.,rtia1 or total taking cf t-
P a r i r, a ccntompor�,r,-'_ouz7 partial or total taking, c_
d t:: :-, t r *-'CtI .n, of t..E' C'e...l d Prer-ises an(] the hotel then the pre'. 1-
sic^ , of Section 17.3 (,) or as t case shall a_ , l
only if th`_� ur.r".e=r thr. appl ic,:C,ln provision' of thy- Lea£- , iz
to be
30 -
(d) In making the foregoing provisions, the par-
ties recocnize that the City has the power of eminent domain and
that the City may be required to exercise such poorer in order to
fulfill its oi--ligations hereun-er, but. the City shall be required to
exercise such power only in accordance with the applicable law.
This provision imposes upon the City the further obligation to com-
mence and complete with dilicence such acquisition of land and the
construction of improvements as necessary and the further amendment
of this Lease to identify the additional parking facilities governed
by this Lease. The provisions of this Section 17.5 may be enforced
by specific performance in, addition to such other rerr:edies as may be
provided by la,.:.
17.6 Rights of the Developer's First Mortgagee.
(a) Any option, of t:ne Developer to elect to con-
tinue or terT.inate this Lease set forth in this Section 17 shall be
exercised solely by the Developer's First Mortca-ee during any time
period :',hen the Demised Premises or the Hotel are subject to a mort-
gace.
(b) All a%.,ards payable by reason of a taking of
the Demised Premises, or the Hotel, or part thereof, by eminent do-
main cr settlement in lieu thereof, and all richts of the Developer
to necotiate for or accept such a•.tiards s .all lie in the Developer's
First Mortgacee during any time period orhen the Demised Premises or
the Hotel are subject to the Developer's First Mortgage.
42. Emend Section 18 to read as fo11o•:s:
Section 18. D='.LLT - TFP'•'.I"ATIC'
1-0.1 Default b•; the Developer There shall be an
event of default by tine Devc-lopt-r under this Lease if:
(a) The Developer shall fail to p�•_• any install-
ment of rent or any other sum due to the City hereun.c,'er when and as
the snme becor-:• due c3n,C: payable anti such failure shall continue for
more that: t:,en ten (1.0) days after written notice t1nereof from the
City to t'r,._� or
(h)
The holCier of any indehteencss secured b1✓
lion on
thi, C_. 10: _..'..,
intere". in t',e D-Tis(3Cl
Prcr,,ises or the
Hotel (..:rc
t:,=r or not
t'ne i-- personall.,
liable for such
i^c.er.tecine�.) , S'-al_ declare the Cevelo: _ r in defa_.lt
of the terms
of
or of an in:.tr'_.~gin~ reiatin.
' svon .d
an,
rLcreto
. ci; ceau__t
(c)
T!-; D•_•;r,Io:_c.r shall fail
to perform or
ccn ;1v
:rit" :^• ot:-.,_r
rrat�ria1 t�•rm. or provision
h.?reof and such
rc
for .or,_. t:...n t..i�t_ (3(') dav-
after the City
80-500
shall have given the Developer
notice of
such failure; or if
the
default cannot be reasonabl;:• cured within
thirty (30) days,
the
Developer shall fail to bagin
to cure such, default within
saia'
thirty (30) days and thereafter
diligently
proceeds to remedy
the
matter to the extent such matter
is possible
to cure; or
(d) The Developer shall make a general assign-
ment for the benefit of creditors, or shall admit in writing its in-
ability to pay its debts as they become due or shall file a petition
in bankruptc:•, or shall be adjudicated a bankrupt or insolvent, or
shall file a petition seeking anv reorganization, arranger.ent, co -
-
position, reaajustment, liquidation, dissolution or similar relief
under any present or future statute, law or regulation, or shall
file an ans:•,er admitting, or shall fail reasonabl•% to contest, the
material allegations of a petition, filed against it in an- such pro-
ceeding, or shall seek or consent to or accuiesce in the appointment
of any trustee, receiver or li• uidator of the Developer or any ma-
terial part of its properties; or
(e) :•;ithin ninety (90) days after the co,,-ence-
ment of any proceeding against the Develo: er seeking any reorcaniza-
tion, arrancere.n.t, composition, readjustment, licui6atlon, dissolu-
tion or similar relief ur.cc-r any present or future statute, la'.; or
reculation, su•c;, proceeding shall not have teen dismisseC, or if,
within ninety (90) days after the appointment without the consent or
acquiescence of the Developer of any trustee, receiver or liquidator
of the Dt;elop_r or of any material Fart of its properties, sac^
appointment s-.,_:11 not have been vacates:; or
(f) The Develop r s"all fail to Give notice to
the City of t::r securinC of sl:fficier.t funds to construct the Hotel
on or before the date the City delivers its Revenue Bonds to t^e
purchasers th_roof.
In such event, b.:t sutject to Section 11 hereir.-
ahove, tCi~. , at ti:rI: thC_r e Itcr, may givC a :;rltten noLi-C?
Of ter7in3ti^.r to t.''C D_:C1O_:C•r, and on e' the date', ^^Ccificd in such
nOt1CC, :!l:1C: 11 nOt i�� iC'_ t} n sixt.' (60) d :iv s, this Leaca
:.. 1 tc-rm n=tt•_ a.._. t: _ t_'r fi<.r Gf ShQ11 expire '.nd all rlchts of
the D'_ ie1o: l]n.G r Sh-.11 c e 3 S,C., unlECa _`Ctorc such date
s^ec f ied (i) all arrisra� _c of r•=r.t r. abie to t:.e Cityunder t~ is
Lease S^:all :,`ve. CI:n ^ tl:? and (11) all oti:cr ci fa .It. r.ereun,:F
t i e. r a t
t �:t ex sh=tll na:•C_ b:c-n. I.. t.- event of t.r.:
of (i:) :^G'.'� , t.._ r =. _ lO:r'•r Oi �iCa�1C .S ?_C :r S .: =
cc -as,:..
L t •
,a 1.. rn S.,an evCnt of C -
fault t:.r C:t:this .L� _i��- if, c'-
- 32 -
(a) The City shall have failed to prepare the
Premises for development in accordance with the provisions hereof;
or
(b) The City shall have failed to construct the
Convention Center or Parking Garage or shall have been delayed in
completing same on or before the tire provided herein; or
(c) The City shall have failed to perform or
comoly with any other material term or provision hereof and such
failure to perform shall continue for more than thirty (30) days
after the Developer shall have given the notice of such faill,ra.
In any such event, the Developer at any time thereafter, (in addi-
tion to any other remedy available to Developer as a matter of law
or as set forth herein) may give a written notice of termination to
the City, and on the date specified in such notice, which date shall
not be less than thirty (30) days, this Lease shall terminate and
the Developer's obligations hereunder shall cease, unless before
such date the City shall have cured the default, provided, however,
any such curing of a default described in (b) above shall not re-
lieve the City from any oblication to pay damaces for such default.
In t'.e event of a delay or failure by the City in completing the
facilities pursuant to (b) above, the City shall be required, as an
element of damaces, to pay the additional interest expen-ce payable
by the Developer to its mortcace lender until such time as the Con-
vention Center is completed. The Developer's remedies for an event
of default b,: t e City shall also include, without limitation, the
richt to perform any oblication of the City hereunder and the City
shall pay t - costs of Developer of curing suCn default (plus in-
terest on s'.:ch costs at the' rate at which money may be available to
De -:eloper from.. its commercial sources). In addition to payment of
interest expense incurred by the Developer attributable to an • delay
caused b. ti_ City, the City s"all also pay such other reasonable
costs and expenses incurred by the Developer attributable to such
deli•:, which mz7c. lncluC,�- those such as additional commitment fees to
extend an..' conztrUCtion or permanent loan commitment, or additional
cost to obtain a ne':: construction or perm--nent loan commitment, if
C ason Of s'ucl-, delay exif'tin_ construction or permanent lose
c �..z:r it -c•nt i., canc_11-d. tnc1—.r.ciinv.. a n v rov Sion S in this
Leash uCG: 41.^.1CIi tc," D_'.'E'lOC:C !"_iy Occlarc a d,:tfault an a termin:.tr
Or C.'inc l thl" Lr-. F'c• Or tl.c City's ric;.t3 Or lnt"•CeEt thereunder, no
not1C'_, Of d:,, ault gl'._r, th':' to t'.= City ?ti:ill C'AuS?
thin L<_' �= t0 prior aCltt_.. CC..._=..`_ Of the Dtv_lFirzt
-
18.3 R� ^cd i_ - Cu l t i e Thy
JDE'C1f1eC: C 1' .t, an:. C r,QCile�l tc i1C['i elt:ler t'i•_ C1t, '., or th De` 01-
0:.c-r T.a'I ref:Ort under tt1" tOr:".:; of tr,iC Creei.er,t ur In aGdltlon to
ar. other r�...e_.ic., or m�.:ns of r�cr to ::hich t'.� City or the
80-500
/r,�
Developer may be lawfully entitled and may be pursued successively
or concurrently.
18.4 Non -Action on Failure to Observe Provisions of
this Lease. The failure of the City or the Developer to insist upon
strict performance of any term, covenant, condition or provision of
this Lease shall not be deemed a waiver of any right or remedy that
the City or the Developer may have, and shall not be deemed a waiver
of a subsequent default of such term, covenant, condition or pro-
vision.
18.5 Non -Performance Due to Causes Beyond Control of
Parties.
(a) In the event performance of any of their
respective covenants, agreements or obligations under this Lease by
the City or the Developer is prevented, interrupted or delayed by
causes beyond its control, including but not restricted to strike,
riot, storm, flood, acts of God or of the public enemy, acts of the
Government, acts of the other party, fires, epidemics, quarantine
restrictions, freight embargoes and unusually severe weather, or
delays of sub -contractors due to such causes, and not caused by any
act or failure to act by the party thereby delayed in such perfor-
mance, the date or time or times for the performance of such cove-
nant, acreement or obligation shall be extended for a period of tire
equal to the number of days the performance of such covenant, agree-
ment or obligation is so prevented, interrupted or delayed without
liability to the other for costs, damaces, injuries or liabilities
sustained, suffered or incurred by the other in connection with such
covenants, acreements or obligations.
(b) The times for completion of construction
provided in Section 5.1(c) as to the Developer and Section 6.3(c) as
to the City shall not be extended notwithstanding the provisions of
Section 18.5(a); provided, however, if the Developer's First Mort-
gagee shall agree to extend the tiTe for completion of construction
by the Developer, then the time for performance by the City shall be
extended by an equal number of days. To the extent that completion
of construction by the City or the Developer, as the case may be,
extends hevond their respective completion dates the City or the
Developer, as the case may be, shall be liable to the other for
costs, damaces, injuries, or liahili-.ies, sustained, suffered or in-
curred by the other for failure to complete construction. timely.
(c) In the event that the Citv or the Develc:e:
intends to avail itself of the provisions of this Section, the Cit•:
and the Developer shall give written notice of such intent to the
other; such notice to be civen is not to exceed fifteen (15) days
from the date performance of such covenant, agreement or obligation.
was so prevented, interrupted or delayed.
34
18.6 Surrender of Demised Premises. Upon the expira-
tion of the Lease Term hereunder in respect to the Demised Premises
pursuant to Section 18 or any other provisions hereof, it shall be
la'.aful for the City to re-enter and repossess the Demised Premises
and the Hotel without process of law, and the Developer, in such
event, does hereby waive any demand for possession thereto, and
agrees to surrender and deliver the Demised Premises, the Hotel and
all furniture, fixtures and equipment thereon peaceably to the City
immediately upon such expiration or termination in good order, con-
dition and repair, except for reasonable wear and tear.
18.7 Ownership of Improvements. The title to the
Hotel and to any additions or improvements thereof shall forthwith
vest in the Developer and shall become the property of the Devel-
oper; provided, however, that upon the termination of this Lease,
either by default or expiration of its term—, the Hotel and any addi-
tions or improvements thereto shall become the aLsolute property of
the Cit.', clear of all encumbrances and charges, and ::izhout cost of
any kind to the City.
18.8 Partv in Position of Surety with Respect to
Obligations. The Developer, for itself and its successors and as-
sigr.s, anti f c r all other persons who are or who shall become,
whether by express or implied assumption or other, --rise, liable upon
or subject to any obligation or burden under this Lease, hereby
waives, to th- fullest extent permitted by la'.a and equity, any and
all c_ai.-s o= defenses other:•/ise available on the cround of its (or
their) being or having become a person in the position of a surety,
whether read, p?rsonal, or otherwise or whether by agreement o=
operation of la':;, including, without limitation on the ceneralit'.' of
the forec_oinc, any and all c1ai::s and defenses based upon extensicn
of time, indulgence, or modification of terms of contract.
43. Delete Section 20.8 and substitute the following:
20.8 Conformance to La,..., and Re^_reser.tat ion s. This
Lease conforms anal is cuir)ject to applicacle law in force on the date
of the of thin Lease. Each of the parties
t:i ty,r: other t;Iat It is autnorl.._'d to enter into t,^•1z
tc; as::u:.,_ tn_ 0h3tio:Ic aci li-:hiIitiCs im:0scd upon it
and-r t..i_, L-7•ase am
4•1.
A,:.<_•ndt
Section 2C.16
to
read a:: follo'.,;._.
20.1U
l•, • nnr^c.n�_ it,
`::.:`t'r.__Ci•_
iL Un1"ersi
L: r,C r _'em.cn_
C?O,�•
nct U:rrr
or
tn_ Unl;er..lt`i
or
yA-ril
t:.e
I,cree�er.t
:;_:t:,een
tn�'
L'e:cicrer ar:c;
ti:e t'ni:erait' r..�~
:�:
1C,
197;.
T:.U
r. .; vc. r :7 itv Ac' r".ant s:,a11
only :)e mod. if
.;ereafter
b
ti.e
Cit•.• in
a Tanner .anich sh:,11
not
conflict with t-r. provisions
of
t:`i::
- 35 -
SO-500
45. Amend Section 20.17 to read as follows:
20.17 Use of Universit•_• Sr)ace. On termination of tnc�
University Agreement o: upon termination of the lease contemplat'd
by the University Agreement of the City shall cause such space to be
used for conference center purposes only.
46. Amend Section 20.19 to read as follows:
20.19 Clarification of Intent.
(a) Propertv Subject to Mortgace.
The fee simple
title in and
to the land is
vested in the City and any mortgage by
the Developer
will not extend
to said fee
simile title but only_ to
the leasehold
interest of tale
Dc-:clocnr in
the De-ised Prtrlises anti
the ownership
interest of the
Developer in
the Hotel.
(b) Identification of As -Built Plans.
As soon as practical after coTpletion of
construction, this Lease shall b= furtier amended to identify the
as -built plans and specifications of the Convention Center, Hotel
and Par.cina Garage, and located specifically by surveys and legal
descriptions of all imorovements, Air Spaces and Easements.
(c) Entire Lease In One Document.
At any appropriate time, upon request of the
City or the-, Develop:-r, this Lease and all amendments thereto Shall
be reduced to a single instrument, all to the end that the co':e-
nants, otlications and unaerta'r.incs of the City and the Developer
shall repose in a single document.
47. A:7end Section 20.20 to read as fo'_lo:•:s:
20.20 Date of Effectiveness of Lease.
(a) This Lease contains tie entire agreement of
the parties hereto resp ctinc the subject matters of this Lease
supersedes all nrior uncerstandina contracts or agreements.
(: ) Thl^ Lea7c 1:: effcctive. as Of April 20, 1913
of it: e::ocution.
48. F, r rle.. S_ lion 20.21 as follo•::s.
�r r.r_1,r
It is
.na r s t o �....
acrc.e_i in _..1 t_:. .t tn_t ti:e Cit%
ac ir_s an int_. _St in th-
ase..c'_.. e_.t_..e,
zuc...r int-_rc.._t si::.I! not •:iit:.
_� _.�
itin�',r_at
t ;_.n f!'••_ J..n- r
�i. L.��� 1J �_T,1 �.��. Pr el:�.l ���: .�-..
1m.^r,c
i
Ll'. e�'I'Lvn, n
t-e e;l�•nt
t..e Cev•_lo: _r
:c irc- an interest in
the fee such
ir.ttre_st sh�.11
not r.eC,-,
i_s interest Us the lei ee
of t::'. leusei:olr
estate.
49. (Intentionally omitted)
50. Amend sixth recital by changing the word "resolution"
to rend "ordinance."
51. Amend Section 3.1 by adding the following:
on or before the date the City sells its Revenue Bonds
the Developer shall submit to the City evidence satisfactory to the
City showing that the pavment of the Base Pent by the Developer to
the City in the amount of Two Million Nine Hundred Thousand Dollars
($2,900,000.00) on the date specified in this Lease is assured by a
letter of credit then issued, or adequate collateral then deposited,
acce,)table in form and substance to the Cit',; and assuring that the
full amount necessary for the payment of the Base Rent in full will
be available to the Developer when the Hotel First Opens for Busi-
ness.
52. Amend Section 3.4 to read
3.4 Pa'_:ment of Additional Rent. Within ninet'v (90)
da•:s aft-r
the dose of each c,::lendGr yesr, the Developer sha11 sub-
mit to t!-:e
Cit a detailed statement for the, preceding calendar year
sh0'..in_:
(i) Gross Sales, (ii) Debt Service, (iii) Operating ex-
penses &nd
cash reserves required under this Lease and the Hotel
mz,nace-ent
~ -_ree•;-ent, (iv) Priority return to ecuity capital ir.-
ve s~_cr - , (
)Addition_nl Rent and pa, r.er.ta made thereon and deferred
Ad..i_i..._,1
Rc..`, if an-,,-, toceth�r wit^ a certificate of the Devel-
O"--r' 1fC:l
Gn:cnt C�rtlfl�C Cl1 lic accountant, C r e
- a d essed to th
Ci ty , st_.tinc _ that he is famiIi-.r :iith the provisions of this Lease,
his c•xa:-ination ?ias disclosed an',• d, fault in an,.- payments
rer,ir�d to _:ce hc-re..nder and attc•s•tirc_ to the accurac' of the
re_.or_ anti
cc.._....it,/ ':.ith the recuirc—i—nts of Secticr. 3.7. If the
�;nr.u_.'_ aC_�
ntin� statcm�r.t of t.".e D,:�c lor-r si:c,11 disclose that
AcditicnU
i;•.nt is c -.. lc, tie additional mount s:.a11 be paid to
t! C.`, i:.
..uc:. ciisclo-urc , and if Additional Rent
Cit, Zh-ll credit suc^ avcraayri ent to
t:.:re.,f`cr until sac:: credit is ex-
2".4 c: l:;<'. "J .Ct i n. 11 7 (:') (C) " t0
tc r _..Q "Section
2�;.11
�_ �.,_
T Ci_
acr_
_. to m, e
0uCh
nr
'_ ir_.t ';._c
or titl_
in._.,.ir......
c.: n' in o._.�r to
m....e
I; _ _
_,�: '.i ' � 1..`.�._ L
1.. t..l.. I:. :�;.
r'.�_ - _ '•.
:,nCI
1..._... �.• i.•..
J i -
80-500
t ,V fo ``
55. Add ,ew Section 3.7 as follows:
3.7 Books of Account. The Developer shall maintain
all books of account for the Hotel in accordance with the uniform
system of accounts for hotels adopted by the American Hotel Associa-
tion.
56. As further consideration for the execution and deliv-
ery of this First Supplement and the extensions of time to each of
the parties hereto for the performance of certain of their respec-
tive obligations hereunder, the City hereby waives and surrenders
and releases the Developer and the Developer hereby waives and sur-
renders and releases the City, from any and all liabilites, damages,
claims, demands, suits or other actions of any kind, including all
expenses and costs, which tho DA•1AlenFr or the City, as the case may
be, or any of their respective officers, employees, agents, con-
tractors or subcontractors, or anyone claiming through them, respec-
tively, may have sustained or may have or may assert or enforce
acainst the other part; to this Lease by reason of any delay, onis-
sion or failure to perform, timely or otherwise, or an_; other breach
of, any provision of the Lease, that may have occurred or that :nay
occur at any ti:r,e prior to the delivery of the Revenue Bonds by the
City to the purchasers thereof.
57. Effective Date of
this Supplement.
Notwithstandinc
that
t-is Supp1em.ent is
dated as of
the dal
of
1980,
this Supplement
shall take effect
when it is fully executed and
has been delivered to the parties
hereto,
con temnoraneously with
the deliver.• of
the Revenue Fonds
issued
by the City.
I:. .•:IT::ESS P:H ..ECF, TEE CITY OF MIA" -"I , FLORIDA, has caused
this First SuoUler^,ent to be exec'uted in its na;-.e and on its ben1alf
by its City :•:annaer or assistant City Manager, and the official se::'_
of said City to be hereto affixed and attested by the City Cler% or
the Deputy City Clerk of said City thereunto duly authorized; and
CE..THP �,SSOCI��T_ S, LTD. has caused this Supplement to ce
exec'.lted In it-- na.T.c� an" on its behalf b_ Miami Center 7%ssoclatc. ,
Inc. , as the ?,.rtner, through its President, Earl
- 3: -
and its corporate seal to be hereto affixed and attested by its
Secretary or an assistant secretary, thereunto duly authorized, as
of the dal and year first above written.
ATTEST:
(Official Seal)
Citv Clerk
ATT ST :
(Cor^orate Seal)
Secretary
APPROVED AS TO FOP.:-! A ;D
COPRECT:.ESS
Georje F. Kncx, Jr.,
City t-.ttornei-
.
_ 30
THE CITY OF %IIA;:I, FLORIDA
City Xanager
MI A:•:I CENTER ASSOCIATES, LTD.
B,/: Miami Center associates,
Inc., as General Partner
ar-4LL' - V*4-5-
Earl .;orsham, President
APPROVED AS TO CONTENT
James J. Connoll::, Project
Director, Director Convention
Center