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5/6/80
RESOLUTION NO. 8 0- 3 6 2
A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE
A SUPPLEMENT TO THE ORIGINAL LEASE AND AGREEMENT WITH
MIAMI CENTER ASSOCIATES, LTD. DATED SEPTEMBER 13, 1979,
IN SUBSTANTIAL ACCORDANCE WITH THE ATTACHED SUPPLEMENT
IN CONNECTION WITH THE CITY OF MIAMI/UNIVERSITY OF
MIAMI, JAMES L. KNIGHT INTERNATIONAL CENTER.
BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA:
Section 1. The City Manager is hereby authorized to execute
a supplement to the original Lease and Agreement with Miami Center
Associates, Ltd., dated September 13, 1979, in substantial accordance
with the attached supplement in connection with the City of Miami/
University of Miami, James L. Knight International Center.
PASSED AND ADOPTED this 8 TH day of MAY ,
1980.
ATTEST:
PH G. ONGIE
CITY CLERK
PREPARED AND APPROVED BY:
�rGAe.
TERRY V. PffRCY
ASSISTANT CITY ATTORNEY
AS TO FORM AND CORRECTNESS:
EORGE F. KNXIVR.
ITY ATTOR Y
MAURICE A. FERRE
M A Y 0 R
r.h
TEL N0. -----3
CITY COMMISSION
MEETING OF
MAY S 19 ,0
ni■owrnN No.8.........6 2
..
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5/5/80
FIRST SUPPLEMENTTO LEASE
AND AGHFP)IENT FOR DEVELOPMENT
This Agreement made and entered the day of May, 1960, by and
between The City of Miami, Floridn, a municipal corporation under the lays of the
State of Florida (hereinafter, referred to as "City"), and ;Miarni Center Associates,
I.td., a Florida limited partnership, and its successors and assigns (hereinafter
referred to as the "Developer"):
WIT NFSSI?TIl:
h: }lFRrAS, 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 Mirarni/}University of Miami James L. knight International
Center (hcrcin:,fter called "Convention Center"); and
It irl'I;}::15, the Circuit Court of the l;leventh Judicic,l Circuit in and for•
Dn,dc County, in rendering its final judgment validating, the revenue fronds of the
City fcr filmnc,-in:� the Convc�ntio;l Center-Liar;+r:c, determined that the Lease and
Acreement for Development (thr, "Wise") served a pul,lic purpose and that its
terms, covt:n'1?lt5 and provi�;immwere in neeordnnee ";ith lave and frilly authorized
under the Constitution and Laws of the Staty of Florich, and, on appeal, the
Supreme Court of 1'lorida in its decision rendered January 24, 1980 affirmed the
judgment of vrdi<intinn, determirin;;, inter r1 n, that the Convention (Venter -Garage
served a valid puNis ptrrp ose; and
WHEREAS, under Section 2611 of the Lease the City has agreed to make
such amendments to the Lease Its may he required by the Developer's First
Portrige Wilder or title insurance in order to snake the Dcveloper's interest in the
Lease and Alycement for Development mortlro7cable and insurable"; rind
t`:1rEREAS, the City hers found and determined that the arnendments of
the Ionic set forth in this; First Supplement to the Lease and Arj,cenlerrt for
Devclopr-;ent ("this Snnolewent") are, in part, required by the Developer's First
Vort-,iFc lender in ordr,r to make the l►cveloper's interest in the I,ezr.;e
mortmn,-e;rNe and incur,".hic and are vjUdn the punlmv of said Section 20.1 1, and are
otherv.i�c, recessary, desirO.,le and in the puldic- interest to enhnnee the City's
present investment in the Convention Centtx and the Purkirg G range, to facilitate
the fhmncing thereof rind to clarify the hAcnAW weaning; of the Lease tlu•ouIh the
correction of errors, ambiguities and omissions;
NOW THE..Iil:1'0HE, in eonsideraticnr of the coveivints herein contained
and for other good and vr.lurrlrle vonsideratOns, the receipt and sufficiency of which
are hereby acknor ledgud by the respective parties, the parties mutually covenant
ar,d ragrer. as follows:
11 8O-262
0,V
1. The introductory paragaph on Page 3 of the Lease shall be deleted
and the follo%vina substituted therefor:
NOW I'll FREF'ORF, in consideration of the covenants herein contained
and for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledo-ed, the Cite hereby (i) leases to the Developer, and the Developer
hereby rents from the City, tit the rent and upon the covenants, conditions,
limitations and an;reernents herein contained, for the term hereinafter specified, the
Air Spaces as defined herein, and (ii) c-rants to the Developer rind the Developer
hereby accepts from the City upon the terms, conditions, 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 follo vs:
1.1 "Additional Hotel Spaces" shall mean tlae 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
8116" as measured from City; of P,liami Datum as shown in Exhibit 1113" attached
hereto and made a part hereof:
(2) upper boundary - the horizontal plane at the
maximum elevation permitter) by applicable law;
(3) perimetrical boundaries - the perimetrical
boundaries shall conform to the metes find bounds delineated in Exhibit "A" and
designated 1111otel Tol.•,er" projected vertically to intersect the upper and lower
boundaries; and
(b) Air Spnee for the Swimming Pool.
(1) lo%%,er boundary -the horizontal plane at elevation
6.0' as measured from City of Miami Datum.
(2) upper boundary - the horizontal plane at the
maximum elevation permitted by applicable Life.
(3) periretrical boundaries -perimetrical boundaries
shall conform to the metes and botin(Is delineated in Exhibit ",V' and designated
"Swimming; Pool" projected vertically to intersect the upper and lower boundaries
and projected dowrneYard to include foundations and supports; and
(c) Air Spaces for the Additional hotel Spaces.
(1) lo,: cr boundaries -the unfinished upper planes of
the several floor slabs designaated Spaces 'Nos- 1 throtgji 25, inclusive, in Exhibit "B".
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(2) upper boundaries -the unfinished lower planes of
the ceiling slabs above the respective lover boundaries.
(3) perimetrical boundaries- the perimetrical
boundaries shall conform to the metes and bounds its delineated in Exhibit "B" and
designated Spaces Nos. I through 25, inclusive, projected vertically alone; the
undecorated interior of the boundary walls to intersect with the upper and lower
boundaries.
1.3 No chano-c.
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 feasibility or management
consultants, or architects, of favorable national repute for skill and experience in
performing- and carryin,- out the particular duties tinder the provisions of this Lease
designated by the City or designated pursuant to the Trust Indenture securing the
City's Pevenue Bonds, if Revenue Bonds are then outstanding, in consultation with
the Developer.
1.5 Add new Section 1.5 as follows:
1.5 "Construction Period" shall mean the time periods(s)
during which the Developer's ImprOVerlents are either beinl* constructed, or repaired
and restored, prior to the date on .vhieh the Hotel First Opens for Business.
1.6 Add net,; Section 1.6 n,; follows:
1.6 "Consumer Price Index" shall mean the Consumer Price
Index for All Urban Consumc,-s- 101 Items -for Miami, Floridn puhlished by the United
States 1>epartmcnt of Lnhor, or such other eompat'dhle indcN tvhich may be in effect
from time to time if said Index is un ivoila!)le.
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 respective spaces."
1.8 Add new Section 1.9 as follows:
1.8 "Debt Service" shall mean, collectively, principal
amortization, fixed interest, and 1'rrrticipation Interest as provided in Developer's
First Mortgage.
Easements.
1.9 Add new Section 1-9 as folloWs:
1.9 "Demised Premises" shall mean the Air Spaces and the
1.10 Add new Section 1.10 as follows:
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1.10 "Developer's First !1lortfragre" shell mean the first
mortgage lien upon the Developer's interest in the Lease riven to secure
construction financing, or given to secure permanent finnnein-, as the case may be.
1.11 Add new Section 1.11 as follows:
1.11 "Developer's First Mortgrihee" shall mean the holder of
the Developer's First Mort7f fee, or its successors or assigns, and any person
acquiring the leasehold inter•e�;t of the Developer in the (remised Premises: (i) tinder
any judiciril sale made under such mortgage or as the result of any action or remedy
provided therein, or (ii) by foreclosure proceedin7 or action in lieu thereof (including
without limitation, a deed in lien of foreclosure to a norninee of such mortgagee) in
connection with such mortg*aue, or (iii) any successor or assit;•n of any such person.
1.12 Add nev; Section 1.12 as follo:vs:
1.12 111)eveioper's Improvements" shall mean the Hotel.
1.13 Renumber former Section 1.6 to 1.13, rind in Section 1.13(a)
insert the words "the right to" before "use", change the word "Premises" to
"Project"; and in Section 1.131(h) delete "puhlie" in the second line; after the words
"Demised Premises" in the second line and after the word "ffotel" in the fourth line,
insert the v:ords "and tale P,!rkinf;• Garrrc*e"; in Section 1.13(d) insert the %words "and
the right" follow: ine "l�evclo,.r r" in the second line and add "or the Parking Garahe"
following, "Excepted 1'rerrise.;'' in the fourth line.
1.1.1 Renur:her former Section 1.7 to 1.14. Follov,ing, the words
Exhibit "11" insert the words "including the C'onfercne_e Center" and delete the words
"including:; the university Le -Se and add "includes all furniture, fixtures and
equipment to be provides? 5%, t ,c Citv."
1.15 Perurmher former Section 1.8 to 1.15.
1.16 Renumber former Section 1.9 to 1.16. Amend the second
sentence to rend: "The term "Hotel" means n first class hotel consisting; of not less
than 627 rooms (608 keys) 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 "llotel 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 he provided by the city at elevation 81'6" as measured from the City of
Miami Daturn.
follows:
1.18 Renumber former Section 1.11 to 1.18. Amend to react as
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(2) upper boundaries -the unfinished lover planes of
the eeilin€; slabs above the respective lower houndaries.
(3) perimetrical boundaries- the perimetrical
boundaries shall conform to the metes and hounds as delineated in Exhibit "B" and
designated Spaces Nos. I through 25, inclusive, projected vertically along the
undecorated interior of the boundary walls to intersect with the upper and lower
boundaries.
1.3 No chance.
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 feasibility or management
consultants, or architects, of favorable nationat repute for shill and experience in
perforrnin- and carrying out the particular duties under the provisions of this Lease
designated by the City or desimated pursuant to the Trust lndenture securing the
City's Revenue Bonds, if Revenue Bonds are then outstnncling, in consultation with
the Developer.
1.5 Add new Section 1.5 as follows:
1.5 "Construction Period" shall mean the time periods(s)
daring which the Developer's Improvements are either being constructed, or repaired
and restored, prior to tho date on :Mich the hotel First Opens for Business.
1.6 Add new Section 1.6 ns follows:
1.6 "Cori �urnor Price Index" shall mean the Consumer Price
Index for All Urban C;on unie,-s-All Items -for Miami, Florida published by the United
States Dep;jrtment of Labor, or such other comparijhle index v"hich may be in effect
from time to time if said Index is unav:ri!;r`>le.
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 respec-tive spaces."
1.8 Add new Section 1.8 as follov.,s:
1.8 "Debt Service" shall mean, collectively, principal
amortization, fixed interest, and Participation Interest as provident in Developer's
First Mortgage.
1.9 Add new Seetion 1.9 as follows:
1.9 "Demised Premises" shall mean the Air Spaces and the
Easements.
1.10 Add new Section 1.10 as follov.,s:
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1.18 "Swilliming Pool" shall wean the swimming 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 to read as
follows:
1.20 "Parking, Garnf*e" shall mean the parkin- facilities for
not less than 1,450 automobiles to he constructed by the City on the land described
in Exhibit "A-1" and includes furniture, fixtures and equipment to be provided by the
City and an enclosed pedestrian walkway between the Convention Center and
Parking Garage.
1.21 Arid new Section 1.21 as follows:
1.21 "Participation Interest" shrill mean that surd which may
be payable to the Developer's first illortmi(7ee in accordance with the Developer's
First Mortgrrf•e equal to 1 1/2 percent of tro:;s annual room sales (exclusive of
commissions and discounts paid to travel aucirts, groups, the University of ;tliami,
and the City); but the Participation Interest l:hen added to the fixed rate of interest
payable under such 11orta„e shrril not exceed nlaxinrurrr rate of interest permitted
by law.
1.22 Renumber former Section 1.14 to 1.22.
1.23 Renumber former Section 1.15 to 1.23.
1.24 Add flow Section 1.24 as follows:
1.24 "Public Chart, -,es" shrril mean any taxes, assessments,
fees, water and setter rates, or other eh<!r; es imposed by public authority which if
not paid will be a chnrl�c,, claim or• lien upni, or af;-ainst the Excepted Premises, the
Parking' Garay c, the lien iced Pr•onrises or the hotel or any part thereof or upon or
against the revenues or rent flue hercunOr�r.
1.25 Iicnumher former Section 1.16) to 1.25.
1.26 Delete fr•orner Section 1.17. Add new Section 1.26 as follows:
1.26 "University A(;recrnctlt" shall main that certain
agreement between the City curd the L'niver-;it; ci:rted April 1, 1977.
1.2.7 Add new Section 1.2 7, as follows:
1.27 "l,'ork" shall menn the reconstruction, repair or
restoration of the hotel as used in Section 11.2(c).
1.28 Add new Section 1.28 ns follows:
1.28 "Person" shall have the meanie.- given in Section 1.01(3)
Florida statutes, 1970.
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3. Amend Section 2(b) as follows:
"(b) The rent during, the Renewal 'f erm shall be as agreed upon by
the pasties."
4. Amend Section 3.2 by deleting the words "for the city of Miami, or
such other comparable index which may be in effect from time to time if such
consumer price index is unavailable."
5. Amend Section 3.2(c) and 3.2(d) to read as follov.'s:
(c) Pnyment of Additional Rent shall be deferred to the extent that
funds available to the Developer from the revenues of the Hotel are insufficient to
pay such Additional Pent after the payment of (i) Dem Service, (ii) Incremental
Costs, (iii) all operatin,- expenses and cash reserves renuired of the Developer under
this Leasc and hotel mwlnnf;c`ment ac;reement, and (iv) priority return to equity
capital investors, provided, that the sum of 6) and (iv) shall not exceed in the
aggrcgntc $5,3nn rar room per annum. Wt portion of the deferred Additional Rent
shall accrue with interest ecrual to 1/2% above the rate paid by the City on its
]Revenue fonds. The nggregate amount of such ave a ds of unpaid Additional Rent
shall be clue and paynhle by the Developer to the My at the end of each third Ord)
year and of the end of the forty-fifth (45th) ycz:r after the Ilotel First Opens for
Pusines, If there are nny funds available to the Itovelopur after payment of items
(i), (►i), (iii) "Ind 60 above, for tln', e?1^rl(i,j' yE'i11' and there exists unpaid accrued
Additional Rma for nny prior ypnr or yomrs. such funds avoll&de shall be applied to
the payment of sNid unpaid averued 1dditionJ Hera, and excess thereof to sums due
under Section 4.
(d) Should the f leveloper's First Mortgagee succeed to the position
of the Developer undc`r this Twase, then the prlyment of Additional Rent shall be
deferred to the extent that funds r1v rilnhie to the ^, ort ;an;ce from the revenues of
the Hotel are insufficient to pay Additional Rent after payment or retention of (i)
the Deft Service ;'could have been clue on the Devclohcr's first ;1iortgage, (ii)
all operating; exhens-s and ensh reserves rec;uired under• this Lease and the Hotel
rn,qna:emcn•t ngreemenl; and (iii) riny other r,ruounts secured by the Mckper's First
Mortgage includhy� but not linlited to, arr•onro�;es in Debt Service and sums
advanced by said yol•t4nnev in payment of ol;lipaions of the Developer colder said
lrortga, or this I. me. At the end of oc:c•h `:cur if there arc funds available to such
YoMlegee its deterruine`d in the rllr11111i.'r' 0(-'4 'l-Pwd above, arlel there exists unpaid
Additional Bent tit;hioh neerued after the Peveloper's first Vort�;aq;ee Came into
possession of the Demised Preruiscs, such fuu; . available shall he applied first to the
payment of such necrned Addithmlal heat Until [aid in fall, then to the payment of
Additional Pent currently 0.1e. The provkjons of this m6section are separate and in
addition to those of sul,section IL-1(h)(A
G. Amend Section 3.(; to read as follows:
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-'t.i]li�h�l�AdUfEtlYI^. "3,1���::3�1�'.:.!!ST-w• .�._ �_-�_-•-- � ...��..
3.A 0ffset. Rent and all other surns pnyahle by Developer
hereunder simll be paid•- ithout notice, demand, counterclnim, setoff, deduction or
defense and without a'mU m.ent, suspension, deferment, diminution or reduction
except if the Developer or Developer's First �.tort,;,3^ec, ns the case rr mv be, shall
a incur ny cost or pry nny sum anywhere in this Lease prescribed to he ohlitrations of
the CitV, then the or Developer', first 'Mort "I-ce shrill h<Zve a claim
agninst the City which c•1<iirn shall hear interest thereon nt the rate at which funds
nre nvaiinble to the Dev('loper from comrnereini sources, and if not sooner paid, may
be offset necrueri Adriitionrrl Rcnt then rime the City, if any, and anV sum in
excess thereof offset rr-;rinst Additional Rent next coming;' due on or- after one (1)
year following the (Into on t-Ahieh the claim arose.
7. Amend Section 4 to read r;s follwws:
Section 4. INCRGI1l:\TAL COSTS.
4.1 in addition to likent, the Developer shall pay to the City, One
Million Two Hundred Thoirs,ind Doil:ire (V,200,000.00), representing;- the costs to the
City of constructing; structural and support elements, including mechanical,
electrical and plumhinT elomf—,nt.s in the Convention Center in sufficient sire and
capacity to serve the• Prenik', Which incremental costs e:ould not be
incurred by th:. (7ity but for th^ Ilntr•1 ("increrneIt: l C'ost-" ). Said One Million Two
Hundred Thousand I►oll�,r-; ( !,:'(-11r,(1(10.t1t1) sh"311 he paid by the Develn?wi. to the City
in five (5) cgwd annual inst;.!I,rcnt-. of $214(1,O00 each. Tho first inst. llment shrill be
due and p,r;-,hlr ninon.• (WI) r?rt; rafter- th^ clo:,e of the first full v,,dondar year
followin the date orr hir h the ►!ntel Fii'M Opens for business and annually
thereafter• until pnid in full. madrr tirnel\' shr,ll he without interest.
4.2 Thk• 'provkion-� of "action 4 shall riot apply to the Developer's
First 111ortr;;rr*ec if suc•lh shall sw-ce:rd to the position of the Developer.
Any sums comin:* due rrrirler Section 4 rifter the Developer's First '.1or•t,"w,ee shr311
have corne into possession of the Derniscri I'romisc�s shr,li be w-aived as to such
ngor•tgag*ee.
8. Amend Section 5.1(0 to read as follows:
5.1 Developer's Ohli,;'ntiorr to Construct the [Intel.
(a) The Developer a. -revs for itself, its successors and
a assigns, that the heveloper nd such successor's and assi,tns, shrill promptly begin and
diligently prosecute construction of the Hotel to substantial completion.
9. Amend Section 5.1(c) by chrrnf;iu; "October 31, 1981" to read
"February 1, 1982."
10. Amend Section 5.3 by adding; the word "hereof" at the end of the
first sentence.
11. Amend Section 5.8 to read as follows:
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5.8 Contract for Construction. 'fhc Developer shall submit to the
City a fully executed contr,let for construction of the lrotcl prior to delivery of the
Citv's ];(•venue Pon0s. 'I'll(, contract for con,�truction sh;Jl contain a provision in
form find substo lice sat i�fr;etory to the City v. hich shrill declare the City a
third -party beneficiary of said contr'let and whic-l) S11<111 provide for notice of default
under such contract to the City and the rip ;ht of the City, nt its option, to cure such
default r: ithout penalty to the City or stoppar;'c of the work.
12. Amend Section 5.14(a) by insertirl "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".
1980."
1, 1982."
15. Amend Section 6.3(b) by chan;�ing March 1, 1979 to read "Jane 19,
16. Amend Section 6.3(c) by changing October 31, 1981 to read "February
17. Amend Section 7.1 to read as follows:
7.1 llot and Chilled Water. The City represents to the Developer
that the City v: ill (su0.1jc-et to Se^tion 08.0 cons-truct as part of the Convention Center
a plant or pl:unts to prodcce hot -Ild chilled w.lter sufficient for the needs of the
Convention Center, and the 1!c:tel. The City psis offered and hereby agrees to furnish
and sell to the Develop(!.- for ul:%! ire the ►!otel the amounts of hot and chilled eater
fis fire rc•c;uircd by the I_levelr in accordwiloo with the terms and conditions
hereinnfter set forth.
1R. Anlencl Seetior. 7.3 to read r!s follo'.:s:
7.3 Ac�'reenicnt to Purchase and Sale. The City hereby an'*rees to
furnish and sell to the Developer and the Developer a ices to pure hase the
quantities of hot and chilled water iil monthly quantities in accordance with the
Developer's needs of monthly usar';o anO at the temperatures and pressures at the
point of I. -(elation deterinined pnrsurint to Section 7.2, and the Developer agrees to
pay the City therefor as set forth in Section 7.-,1.
19. Amend Section 7.5 to read as follo% s:
7.5 Interruption in Utilitv Service. The City shall not be under
any responsibility or liribility in any ti\•rry t•:hntsoever for the quality, quantity,
impairment, intcrruption, stopprle;e, or other interference with service involving;'
electric, hater, ",IS, SCl\'E'r'P ''C`, telephorle of any Other SCI'ViCC, unleSS SnCh
occurrence is due to the willful acts or 0176sAO11S of the City (czcept in the exercise
of the poli(•c power) or to its nee li;;ent acts or omissions.
20. Amend Section 7.6 to read ns follows:
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Op".
7.6 Utilities. In addition to the Provisions of thk Section 7, ench
of the parties shall Prly the cost of utility services to its respective Premises or
otherwise used by the respeetive party, ineludin *, but not hillited to cleetrie, grater•,
gas, sev; era^•e, telephone, fgat'!>r , rend trash enllect&n. 14 the extent that such
utility services are nv.liLlhle to tale City for, trnnsf('t' to others, the City will make
such utility services available to the Developer upon terms intltl!rrlly il- rccable if
such service; are not other'v: ise available to the Developer; providingr nothinc,r; herein
shall affect the My's obli rltion to furnish hot and chilled water, pursuant to Section
7.1
21. Amend Section 8.1 to read ns follows:
8.1 CUirrliti= of the City. The g7eenlents and covenants of the
City contained in this Lease shall be Ming upon the City and the cost of
performing the City's underta!:ings shall be paid from Proceeds of the Revenue
Bonds, of the Convention Center and Parkin• Car'a�Tc and frorn such funds of the
City as may be lawfully, available therefor excluYive of ad valorem property tax
revenues not expressly approved for use hereunder in aceordrince >.•,rith applicable law.
22. Amend Section SA to read as follo:•:s:
8.4 'J!iintet!�inve of Convention Center. 'Ihe City at its expense
shall continuously throughout the term of this Lease operate and ►naintain the
Convention Writer and lOrking (Dwrl, in goad r!noi elenn order and condition as a
first-elnss conventinn mid con'cr'( we ee►lter eowf lrablo in givility to other
first -skins convent ion etas' eor,fer men vontrTs thr'ol!,;hvut the United States :Intl will
P ill n r} or i pnrn r il:te rciwir'c, renlacemc nts iin(] ronev.,als
r'Oniptl rl�'1�;(l � C�nr�_,C�� r r r r•i' �
thereof, khather intcr inr or exterlop, strl!etllrrif or non-structuriil, ordimtry Or
extroor(hnrli'v, forc:�i'on or 1.1(lir"• �('Ftr. AN r('rlrJV4. r('l)lN('Cl?lCntS and r'en0l1'1lIS S11r111
be c(livil in ou.ility i!rld c 1,,., to t!:�! on-"imll 1"orl:. Such o})li� ntii�T1 sh:,ll inclu(!c, but
shall not hr' lin it<'(] to, ]„ rlr ii," th:' c:).,t of the ('n;Ivention Center salt 's force and an
adegaate St:!ff to F('r'\'1('i' tho' {'o!iv('ntl(rn ('cnt(`!' tmd Por•!;rrl.', �iilr%!`. e, Security for
the C'onventinn Cent(', rtn(I their patrons adocluate to op"crate
the Projcct nti a f,!cility, rend reselWcs for repInvenlcnts, %Wlieh reserves
shall he suffiPicnt to ac_•r.•nm;oki i the City's o(,(irrlltinn.; un(]cr this Secti()rl. if the
City filik properly to o;-;'r-:t( or mrlirltrlirl the Convention Center in(] Parkin;;
(ial'a.?e, its afar""S-li(1, in the (j('tnr;'irn:ltlUi+ of tll ' Consultant e":vr'elsln^ re! 1,;O11ilble
jud',;rnerlt in anpl}'in,!- t!!e st::rlu;!rcl S('I forth in this Section, or fails to nl!ike
pny►nont t! r'r(,fnr, thc'rl, the Pr'%,O ;;wr shrill luivc the ri";ht either to perform such
operation, rnnintc'ni;;rcc, ro't) !ir nr rcpl,icc nlcnt or to pay fur the silrnc and to the
extent that the Devck,wr shrill he entitles] to an offset against rents clue the City as
set fc,rth in Scetkai 3.6. An u;erc,'.': remwv shrlll he funded in each by the City eilell
year of not less thin $NM,600 jWr• rMnurn, Hader' 'm escrol: ac;rccment and !•.'ith on
eser'Ul." irrrnt to tho Peveloper, rind the hillrine<' on hand from time to
tirne ►nun: he investor' irI intr ro'-.t he;lrin�t invc tlnent', author'ixed under ;Ip't4ionble
law, with intorest ei:rrled tllr'r o,n to in!n'e to the hencfit of the City; provided that
SO lone r,s i;ny Revcnu(! Ponr'-� %Ire outstandin;; the c:.tnbh'-Illnent ant] rnaintowilloo of
reserves for repluc molt under the Trust hNenUlre with the 'Trustee shall be
acceptnhle to the Develoncr for the purposes of this Section.
-9-
, 80_3G2
23. Delete Section 8.5. (See new Section 16.2 for corresponding
material.)
2.1. Amend Section 8.6 by enclosing the words "excluding the words
Conference Center" by prarentheses in the second and sixth lines.
25. Amend Section 8.7 to read as follot�,s:
8.7 Coordination of Ala intenrance nand 1N.-imiirs. The and
nd
Developer expre3sly, recognize that in the I•nlfillment of their, re�;l,c(rtive obli%atif)rts
to operitc, maintain and re•pnir the Convention Center ,!nr! thr! llotrl, er-rt:ain
function,; rand re ponsihiIities will over•lr,p by virtue of the jKlit "M of n"a••hinrTv and
eauiprrent. -\cccrdintly, it is understonO that to inert W•irailW rqwrnr•nt of
operation, nuainternrance and repAr responsihilky shrill he entered into r,rn c,r before
Fehnwry 1, IM, .•:hich agreement shall provide for tiara City the
determinithn of disput-I Caress of responsibility, with the 1>evehlwr rr•UdAry the
right to canted such determinnOon and sec!: reimbursement but only after such
rep!rir or maintenance• is completed.
26. Amend Section t►.l by deleting the words "at least 1,000" and
substitute therefore "not less than L45U."
27. Amend Section 9.3 by adding the words "but not litter than February
1, 1982" at the end of the fiat sentence.
28. Amend Section 9.5 to read as follows:
9.5 :`.'aintennnee of Parking Garnr-,e. The City shall operate or
cause to be operated ti c PMing Garage in a first-class manner :and kept in
first-class order and that it shN! be operated at all tinge reasonably necessry to
serve the Project.
29. Delete Scetioir 9.6 ( cc new Section IG.2 for corrospondinc; material).
M. :Amend Section 10.2 by (adding the following sentence hereto:
10.2. "The Developer shall not amend or terminate said contract
without prior t•: ritten consent of the City which consent the City Shull unreasonably
withhold."
31. Amend Section 11.4 to rend as follows:
11.4 Ritrhts and Duties ofcatrec. The City hereby agrees to
the Provisions set forth
(a) Notice of the 1!c vcic>;�er's 1?ef:tult. After completion of
the Ilotel, if the (Developer shall <•ornntit .any :avt or frail to ac•t, and such action or
failure of actic"n shrill he dec]:Ircd n dehililt by any rnort ;r; ;c e, the utor•t�";a!;ee shrall
use its hest �•ftr-rts to ;give written notivv of such t1or:ult to the City settin;r forth
the specific ret:,iln of the dvfWdt, the Wcr•ir,timi of the instrntvrcgnt and the
prtrticulm, provision thereof' unclr•t• r:hich the c!cfitult rtrl-• and the City shz,ll tr;,vc•
thirty (30) c;;tys gaffer r•ecci;,t of such notic•c• to cur c the c!c•frtult, if it shall elect to
do so. }f tLe• Ate: Of c•lec•t to cure• the Ire �rlUp r'� 'A -fault herein provided, the
f!cv0l0Pcr• sit.all reinihi •,r• tiro' City fcV the MA tl.c•rc,il• forthwith "Wh interest
thr_,renn rat tf:e 4-.-al rate.
(I)) The \lortf;ngee's 1; iirts Prior to Com Action of Ilo_trl.
If, prior to completion of the }rote). the Developer's first M t ;a_1;ec shall acquire
title to the lenschold estate in the h►enOM )'remises, then in such event, the
Mortgagee, or the `lor•tylget"s nominee, may complete thc con4tr•uction of the Hotcl
in necordance with this Lease. Q n date Well swill be Ngm,ud to in writing; by the
4lortgarec and the City, and :•:Mich date sludl not he earlier than the date Specified
for completion of the hotel `)y the peve}oper as e-.\tencicd by a period equal to the
turn of (i) the nunMur of d:,ys as nug he reWrired by the to ohtain, hFised
on good f<citl), effort to dilir;,mtly do so, (either by foreelc-ure Or action in lieu of
foreclosure) title to the- lc ,seholcl estate in the Dent}sc•d f'rerniscs and possession of
the. Dernise(l Premiw)s, rind (ii) the number of days thereafter until the Mortgagee
notifies the City of its c•leetinn to complete the cc,nstruction as set forth in the nest
sentence•. If the itlortc�a��ee so elects to complete the Hotel, it MY so notify the
City in v,ritir; of it,; intention to do so :Jthin tV.TJ hunch<d seventy (270) days from
the date it shall have acquired hot), poweision of' the Promises and title to
the leasel,oN MAP in the Demised Premises, mul shall by instrument in writing,
rigrees for itself and its successors and nsstw. and vxpressly for the henefit of the
City, suhje,ct to Section 11.400 . to assrrntc ,in of the o` ii;;:ttinns of the r)evcloper
and to become full; bound by all of the provisions of this Lease.
(c) Right of City to COMM. If any de Nadt described in
Section 1}.45) MmIl oec,u �t r;, tin c���ri�r t� completion of the Hotel and
Developer'., First Mort,Tree ON to rn;rke tho eleetiun set out in Section 11.4(b)
within the time pr•oyideO, the City may take such action ns it deems proper
including, but not limited to, terminstting this l.ewo.
(d) Th llnrtr.;,:;e '� _}ii:;frt�_ After_ Completion of
Improve nYetrt:;. If, after the cornphlion of the Hotel, the Developer's First
IiTortc;at;ec sh,111 nequire title to the lca,el;nld estate in the Demised }'rcnlisc-s, then,
in such event, the Deyelc;per's First Mortg1gy•e shall he fully hound by the provisions
of this Lease.
(c) Rie'ht of ;tlortrynove to Yansfer and Assign. The
Developer's First Mol-tgagAl rnny sell, convoy, nssi ;n or othem-JSctransfer or
dispose of any Or all of its right, title and interest in and to, its Mort1sige, inclrrding
any and all claims allshg their' U der or Asirly out of the mort,',gr'e tr„nsnctions.
(f) ('on•: of Notice of l.ronch of Coven'trlt or_I►cfault.
Whenever the City. piwsuint to UK Unw, shall deliver tiny pollee or clemand to the
Developer with respect to r,rr.y hrcach of coven;rnt or default by the IhNeloper in the
obligations of the Devq•lnpc�r tinclor this Lease, the City shall, at the same time,
furnish a ccipt of suoh r•:ritten noti-o or demand to any nlor•t;;a,�;c e at tile, last
Moss of such rnortn, ,cue ra tihcmni in the r•eeurd,; of the City. If' the City Shull
receive ally n.otior of t1w Ocvein:,er•s intention to terr�in:jtc this Lease, the City
shall ftrr•nish a eopy of such t;rittcn notice to any rnortsnw"o�� at the last address of
such mort;;r, ;ce as shnt•;n on the ro-vords of the City rued providerI that no such notice
of temnin:rtion shall be, effective unless given :•:ith the prior written conwnt of
Developer's first Movtf;,I ;ec.
(1;•) liic,;ht of a > Io►•t^,u(r ee to Cure ,n_I-rc►►ch of covenant of,
Default by the Developer. Any mortgngvo shall helve the right, at its option, to cure
or remedy any breach of covenant or default by the Developer under this Lease.
Any such worts;no;'ec nlrry add the reasonnhle en�t (to;;ether• -.pith interest thereon at
the deAn►It interest We p►•ovic4d in the note secured by sLiOh niort,rnr,e) of so curin;
or remudying such breach of eovpnnnt or default to the dcht secured by such
mortga!7c in(] to the lien or the nrort ;n^;e. `;tech nio•tc�,,crce sh;l1i halve thirty (30)
dnvs (nfter espirntiml of the notice pro%'ic!('.c] in Section 1S.1(f)) to indiente its
intention to enr e the default Anil its intention to commence action with respect
thereto, and shrill thereafter diligently commence and pursue such action; subject in
each arse to the provisions of Section 11.1(h).
(h) Additinrinl lti�rhts of a �.!ortgnirec Upon the Developer's
Default. In addition to any other Nghts of Devcicjper's first set forth
herein, rind supplementing the same, the City ,�.rees to the foH(-)%- in ;':
(1) Tn the event of the Developer's default prior to
commencement or completion of the Ilotcl, if the TWvelnpvr's first "Mortgagee after
having been f7iven written notice of such default by the City, elects to proceed in
accordance with Section 144(h), the City, shall not terininrltc this Lease by reason of
such default as long ns stleh Mortgoy,ee is proceeding in acenrdn nee Wth the
provisions of Section MO.
(2) In event of the Developer's default after
cornpletion of the hotel, if tic holder of any moMyyl?;e upon the lc -isehold estate in
the Demised Prernises, after havQ Won given written notice of such default by the
City, elects to foreclose its nlortqNgv or nthurivise acquire titl;• to the Polilked
Premises,•nm! as;roes if to comply t•;ith the ohli rations of the Developer
v.'tth respC'et to shriller si,wh (Iokidt, or prior to w (Airing such ;letron such holder of
the m:,rt;;,,z e is in yood frith attc mpting to Q w itself in ;, position to comply taith
the Devc'lopc-r'; nhlis;.ltic:ns t•:ith respect to curinn such NAM, t1w City shall not
ter•minnte ills• Lease by rewon of such dl'f1!W as lon ; ns the holder of such
mortgn';e is nursuinct such with dw" dili 'cries..
(3) plott•rithstnndirl7 anything in this Lease to the
contrary, the Developer's First Mortgayee shall not be obligated to pay any money
or cure any default of the Pevoloper by they payment of money or otherv.ise i ith
respect to (i) any indc,mnity under Section 1-l.l(a), 60 duRTr•ed Additionul ]tent of,
interest thereon under Section 3.?(c) or (iii) any suin under Section 4.1, which arose
or accrued prior do tho dnto on which the Develops r•'.s first Mort gngee shall have
eorne into title ,in(] possession of the Demised Premises.
32. Amend Section 11.5 to react as follot•:s:
-12-
11..`', Ohlio"Itions of Persons, lnohnrlinf� a 11or t ;rrt_ec. ,Ace;uirin, the
l,cnsehold (:state in tl;e 1)er.iisccl Pr•errd'es. Ally I'crsnn :+c•uuirirlf� title to the
leasehold estate of the Oeveloper in the 1►enrisod Prernises, 6) uncler any judicial
sale made tinder a nrortomp permitted by this. Lease or ns a rc!:lllt of :any action or
remedy provided therein, 00 by foreclo."ure prc)ccedin",- or action in lieu thereof,
(inclardin,-, without limitation, a deed in lien of forec•lo�irrc to ra nominee of a
mort7nnee) in connection :•rith any mortgal;c, or MO as a result of any legal process
or proceedings (other th:m eminent doer:ain pr<rc tidings by ptrhli( authority) or (iv)
by any vohmtnry sAu, cassintir:rc•nt, or trrut;Cer permitted by thk Lease shrill thereby
become fully hourul I,y Al of the provision:; of this Leos(,,, provided, ho%%ever, that
the rights of any party, inclndin« a ill ort�;atsec, to acquire the leasehold estate of the
(developer in the 1)crnisecl Premises is subject to such mort<;< gees or p it ty's curing
A defaults of the Developer under this lease v.,hieh are susceptihlc of being cured
by a party other than the D(,veloper by the payment of money, subject to the
provisions of Section IL<t(h)(3).
33. Amend Sect inn 11.6 to react as follows:
11.6 Assi!mrnent by Mort^nvoee. Any mort`,,a�•ec or any party
described in Section 11.5, or their respective sneerssors or assigns, nequiring the
Icasehalld estate of the Devel pup shall have the right to assign such leasehold estate
by instrument in imritin;,; mccutul ::•ith forrntditics of deed, nceopteO by the assignee
and recorded arrlonlr, the !'nlali(- l;ec m-ds of Dnde County, Florida. No such
assi:Tnment :a').Al be effective until a cortifiod copy of such recorded assignment has
been delivered to tho City, therclofter tho liahility of the assignor shall be forever
released and dis(-har:wd frota ti:- o`)li.:::tions of this I,casc.
•34. Amend Section 11.7 as folio;:'s:
11.7 Mort^':v�-ev's liis?ht to a Now lease.
provisions of this Lease under
which the City may Anlare a WWI and terminate or cancel this Lease. If
Developer's rijAs or interests hereunder, no notice of default I;iverl by the City to
the Developer or other action by tho City to o-Welare a default shall be cffeetive to
termin:lte this is asi . il' D,!vclo,mWs Rest 11;0rt�;a�;0e Shall promptly conrntence the
enforcement of ntid dili�.ently pur-me all ri;rhts .Intl remedies le!;'ally avrailahlc to it
to correct or cure :,11 defaults, (other than defaults %1J1ich arc not Within the po%vCr
of said Alort ;:WOU In Cerrito car cur,! In(!, which sh:+ll he deemed v"nivcd as to Said
1lortrr,gCV), if Said .l1r,rIgw,:4— Sh:lll pr„wetly ec)nlnaenee the enforv(,ment of and
dili .clitly pursue- <III ri: lets :,nr1 re!!1 •dies lc ;; dly av<ail:ahle to it to neguire the
leas%hold estate hereunder, any' uc,cnt racelui!;ition ther(-'of, r,('11orrn :all of tite
covenants and provisions on the• part of the Pcveloper to be perfol-mcd during, the
period of its ownerAQ of the leasehold estate; slomet however to the provisions of
Sections 11.40)) :tad I1.100(3).
- 13 -
OF
(b) 1'i�tt of Dcvelopc'r's first to a New i,ense. if
this Lease should terminatet• reason of theehhappcninc� of any event Of' rlcfault, the
City shrill [five notice thereof to the Developer's First 1Vort!,,,r,ce. fawn request of
the Deyolon,er's First 170r•t7ocre made r: ithin si>Ay (iiil) (toys after the giving of
nntice by the City to suoh �Iorlrmgee and upon payment to the ('itv of all monies
due rind payable by the hereunder (subject, fmwevor, to the provisions of
Section IL IN) and 11. !(h)(t)) :!nd the eur•illf: of all dcfalllt5 hereunder up to the date
Of such termination which on, within the In,';c_'r of such ".1ort';a ;ec to cure and the
performance of nil of the covenints crud provision> here nldcr up to the date of such
termination t':hich are t•;itrin the power of said liorlr;<I ;ce to per•forrn (any default
not within the power of strld .Mort g ee to cute or• },crfornl and al] of the matters
described in Section IIA(il M sh di be deemed waived as to such Mortmllgee), the
City shall enter into and deliver n non, lease of tlhc Demised Premises with such
11or•tgtgjee for the remainder of the term at the same Additional i;erit and on the
Sadie terrns, provkions, tend eonditions as contained in this f nnq in(°lucling aH r•iMhts
of exten,ior, thereof, and AtrM as of thy-' date of termonion of this Ixose and
deliver a cluitclydm deed of the hotel, exclusive of the City's reversionary interest in
the hotel, to such Vort ;n�Iee, frur of ene''111lr%ulees, liens, claims or charges
imposed thereon by the City. The estate of the Developer's First �.lort^agree, as
lessee underthe net,, lease, shall hav , priority equal to the est,ite of the Developer
hereunder WiNt A there shall tic no (Airge, lien or burden upon tic Demised
Prendse !Wor• to rw sthp('iVr to the estate u''t'„ntecl by such ne'.': Wise t`;1dch was not
prior to or slr-,erior to the r.ytale of the ile weber under this i,onse ,ts of' the date
irnmedi%1tolt• preceding, the (_ ite US I.eas: went into default, excc',,t, hot',evm4 any
Charge, lien, nr btwd�'n '•':hlc'h :"oilid Pr), h%It been permitted ;hn(i or, should have been
dlselurrq (l my the i evelover• under the tertus Of thk i.ea',c). 'I h(' (lt.ltel%IA deed to
the ltotel 001 recite ME tho Trun ve hold, title to the Hotel only: so lone; as the,
new ]can st AI ennth nn in fill force :Intl effavi, that um,n w n?inNhon of the net.,
lefts(', title to the Hotel `MI revert to tho Cily aillor) InIi('1'lly S':ithollt pilyment,
that the J;r'%!rile" VnVC,MY t, pot to rm"vey the ilotc'l cxcopt sli'ltllt%ineoisjy and lYitll
nn assi nnwnt of the le"Ws into rest in th(r nc't': One and uxvu pt to the assignee
thereof, rind that such covi,n,ants . hall rill t:ith the property conveyed and hind all
fllturo O'.' nors thereof. `:Otl!!i'.'; ll'I'r'Iil oonti6!1e' I 'droll he deeine(i to lil,pose any
obli ration unoti the City to 61it''-!' nh',sical of the Hcr[ik (I ['remises to
Developer'.—; First Rkwt`!',ago(_, i!rilr^:,4 the City has I)}1�,'til(q!1 p(„�r asl'>P thereof. Said
llortr';as'or, shr111 poy fill exlu ;, ;c ;, invluthgr ; rctr;orlohlc attorney ' fc'c-;, incident to
the exvv"tion rind eieli'.'cry of such not, lease and quitclaim dead, but shall be
entitled to an nd stment i!1 the tMialult emil to the riot Incoinc, If [illy, derived
from tho I!otol 6wiry the p 'rio;d from the date of terminati(,n of this lapse to the
date of exectltirM of s"ah now: leave, after decltiction ft•oni such not incvrne of an
amount equivalent to the rent that worild have been IngUtile 1>y such MortgRi ee
under this 1, av for Sllc•h peried if such ;.lortgrigue had acquired the leasehold estate
under this Lc,:sc.
35. Amend Section 11.8 to read as follows:
- 14 -
11.3 l,irrlitc:d I.jnbility. Notwithstandin,: that all the covenant: ,
np'reements, conditions and Undertnkin;'s herein are in substnnce and form c%pr'essed
In langunge creating nersonrd coven-lnts on the Imrt of any more a';ce, the liability
of any mortgagee, and of any niort'"-a';Ce', Fllee(`,'',<)I', of acSj, nti, and the Ii"bilty of
any party described in Section ILL or "cetion H.G or Section 11.7, and such party's
successors and assi7lls, shall be ljr.jted to and shalll not eNUmd Wyond the In schold
estate herclw created my' the Ilotcl and any Inorti altee's or any such party's interest
in the Remised Imemjses End the 11cltel and nny morti;a+I;cc and an% sued party and
their respective succcs o;, alnd c:iQns, shall never he held person, lly liz1hIC on any
covenant (w rl;Teenlent or Ilndersta,nding, herein expressed, nor shall any action Ire
af:rrinst any such mortlaIrce or any such party, or their rcpective successors or
nssiMN to enforce or erect rany ohlj altion or lialhility h('rcunder, eteeht as
enforceable ,+ aain;t the lerl;c•Flold estate and the hotel, it heirs;, the intention of the
parties that tale sole rer,'edy of the City in enforeinp; linUhty hereunder and all the
terms, covenants and conditions contained in this Wrise shall he limited to the
leaschold estate and interest in the MAW Premises and the Ilotcl of any such
mortgagee or any such halrty.
3G. Amend Section 11.9 to read as follows:
11.9 Am^n(lrrents SuWeet to Consent. The Developer agrees it
shall not amend or terAna:te this ],ease without the prior v.ritten consent of any
holder of ony rnortgri e lien on the Deivised Premises. The City al';rces that it shall
not amend or terminate this t':itl:out the prior written consent of the Trustee
under the trust ac:r•ce rent securing the Revenue Ponds of the City, so lon,,; as any of
its Revenue fonds vrc out talnc'r;; .
67. Amend Section 13 to read as follOvY:
Section 13. 1'i'1,i.IC' C'll:\RC.U.
1:1.1 Covenrint for Palvment of Public (Awr i-,es. The Developer
covenants and nl;rees to pi:�' ttrc before ruly fine, Iaerlalty, interest or cost
may be added, :111 Public npplienhle to the Pemised I'verniscs or the Ilotcl.
Nottvithstnrldin the nrovi-Joni of the rwevedins'; sentence, the Irevelo)er shall have
the rif-ht to nny Public Char;(; in instaillrncnts if prmitte'd by lat;, and to contest
the amount or vnlidit.,, in or in part, of any Public by appropriate
proccedhys and, if the I+evelo,;cr i:: plysecuthq such provecdin�,s with reason<nble
dili!,;cnec, nlay, to the ext�'nt rwrmilted by law, postpone or defer palynrcnt of Public
(.'haler cs so Ionsr as Filch contc;t s h"111 continue.
13.2 l:yi(I-nee of W ment of Public Chnra es. The Developer, upon
request, shall furlikh Or co,n ( to t c furnish< <i, to the City and to any rrortz";"Igee, if
the Dcrlli,(•(1 Prernines or thin Potol are enc11111hered with a r.lorth;a'(;e, official
receipts of th(, approrlrj; W talshn: authorities or other proof sa,tkfn(-tort' to the City
or the mort:;a+-.�;ee, eyi(I r;cin the Irl�,'prent of any Public Ch:wres which were due
and paynhle on the Icrlli'y& I'r•c•rikes or the Ilotcl thirty (30) days or more prior to
the (late of such rcrpic'st.
- 15 -
r 0%
13.3 Iloyinent of i'ublic Chnr!-,,cs Ily City. Tllc City t:'i11 PronlPtly
Pay nn(1 dischnrge any Public C'harl;es applij-;hle to tFc I;:teehted Premises or the
Pnrkin,-, C7arar•c, although the Cit;: rltly he rein'bur,ed by the Uriversity for any such
char€vs applicable to the C'onfmvnec Center.
13.4 Scnarnte T:.-\Ahle Interests. If the FXecnte(i Premises and the
Demised Premised sllM he subject to n sin,�Ic ad valorem tag rncnt (it being
understood that the fkvdopev's le,:sehold estr:tc in the l-)crni�zcd Premises is subject
to ad valorem trues un(icr current IW.':') V7hethel- as a result of c•h nll;c in lax' Of -
disposition by the City to a non tax-(xempt Person, the City, for itself and its
successors and nsstns, envonnnts anti as;recs promptly to divide the entire property
into ttvo parcels in nny simmer per'niittcd by Inw so that the Fxccpted Premises and
the remised Premises will erne! compHse separate taxable parcels for ad valorem
tax purposes. Such division shill be made in a manner that t': ill preserve intact the
benefits and burdens of this Lease.
38. Arner.d Section 11 to read as follo%, s:
Section H. iNpr,�! !irr. 'rlo\ ANI) IN: J 1?A CC.
14.1 (tl) Indermific ration by rleveloiper•. The Developer shall pay,
indemnify and save hnr r,lc�zthe City, tilt University, their officers, agents, and
etnployceN from all tiL'It�, z:e'tiwvr , clnirris, G ,,rinds, dntraycq losses and other
rensonabho copenses ;Ind costs cf every kiwi nu(1 description to IvIdeh the; City, the
University, their offi"Prs, , ,•,(nk or ewp!r,,• -os mg, he yQueted by reason of
personal inj!Ir'y, or inj ivy to pumons or de nth of property dunla<.;(', I'c'�Ultln", fr•orll or
,n;re will" Ol!r of zwr, C'Ur'!".C-hl:'ri?, (lii:iR;l(+?l, rl(','h`;cni'c Or f.Icrlt Of till' 1)eVclOper, Its
effleers, oprntn or cm )knr e. or its eontl" t' r st;: •Orntr;+(•t t,. � �, !t:ir:; (i )-( (ii'.• Or nti' 1CtiSCe Of
the Develoiwr of its li arl rl�'•1mger in e'OrlilcC•Am with (I) arty truil(lin , emNtnwtkm,
installation or Ivory, servive or oirerrti(M l,(•inr; lmderumen or
p(rforr?le'r! oy OI- for the Pove1_fi!,('!' il, on or nvcr till' PC'I!)is('d I'I'(`i1I1Si':;, ol. (Ir) any
USOS, O('(!lli,r+IIC .', ni;ir(!t'_il%ln"^, 1'('i`;tlr rni(I rr.'I)rov-rl'entn, or OO('i'nt% of the
Denlixe ho',':c'vur, th:';t ,;!IC'il ilWelllnlfientiml sl;;!il he loaned to
the extent th l the C•it;., the Univor.witt, t1wir of Avers, ngwa; or cngAgces are not
protected by irsurnlwe, %%hethor >,Ilch in;urnlwu h;)s Well �;!Ipplied by the: Developer'
the City, the University, their orficers, ar;enls or employees. The 1)c'vtAoper shall
pay all cots anti t:'hich n,')y he incru'red by, ;Intl arly rloni( (luc under any
jud;;rTlerlt OV (MV17 c r'('rl!'.nr"d . mist ti?e City or tho University (r) in enfor(inp
conipli.lnce by the l oveinpor t''ilh provisinrs of this Lease, or (ii) in dcfendin ' any
snit or prat (caul,'; hroun ht nr ;Iiri t the City or the l!niyc rsite for violr:tion by the
hevelolr�r of wIyJ;)%., or ordir :u(-(' ciurir,'; the I,er)so 'Perm, or (iii) in defenditl'g any
action or suit for v.hiell indc`l:,nifie;,tion is required hereunder. If the City or the
Univuivity sllr!11 he nuyly a party to ant' lipAttion with respcct to any nlrltter
gro,. ink, out of this l.e.,se to the extent th,"It the Llevcloper is nt ft:(llt, the Developer
shall p:;y rill ju(l,,n,ents, doorue, ;;nd costs or expenses incurred by or imposed or] the
City or University in connect ion there,,•: ith.
-1G-
(b) indevinification by the City. The City or the University,
its the case may be, shall pay, indemnify and snve'hiu'nrle,s the Developer, its
officer~, nrents, and employees from all snits, actions, clniris, der'rinds, dairal�es,
losses and other, reosonablc expenses and costs of every hint) nrl(; descriptioi► to
which the Devoloper, or its officers, a, -;ants or employees may he subjected by
rumen of personr!i Iillllry, or injury to nvi"`:ow.; or death of, props 'r•t_\' (;iimi,f);e, resultin;';
from or �;ro��in�, out of any corninission or orlission of the City or the University,
and their r'espcetiye a?_ellts or cm1,10yees, or their eontr;-tors or >;uh-contr•lctors as
to the (ity, or any wnsce of the City in conne-etion "Ith 6) any btiilclirtT,
consUvetinn, instillation or doyelopment a:ork, service or ep(•ration boning
undertaken or perfornied by or for the City or the Univcr•sity, rc.-<per-tively in, on or
over the Fxecntc'cl PrenVes or the Parking GrJrrlgq or (ii) arly tlscs, occulr,lney,
maintennner', r•epnir and iIII prnverncnts, or ohcrntion of the Fsceptr'(t Pre11)iFCS or
the Parkin,, Gni-a e, nrovidc(1, hriw(wer, that such in(!emnifivydon 0) sWJl be limited
to the MUM th(' Dcvcloi)cr, its officers, np,nts or eriWoyees nrc' not protected by
im;ur-ince, .•;))ether such insuriincc has been slr)1)licd by the 1)evelo:)er, the C'ity, the
University, their offi( Pis, n e As or empIrTP(o, tune) (2) shrill he lirkited so that the
City and the University: Will each he res;,nrtO,lc only for its o'.'•Il ,coons rlyd those
of their resnective officers, agent, cf!IploYCcs, rwiltroctors, "115-contiile'tnrS, and
their Le�;sces. For purp(, os of this nrovi-,ion, the llcvckwor Will not he c.lecrrled an
officer, agent, crillqrgPc, (•(,ritrll(• M, slll)-v(•Iltr'•1c•tc,r or lonve of the colt\' or of the
UniveNty. The My oi• the UnivorAly, vh tha crtw! nmy hc, shall [my A costs and
equenses 1:1KUh ri)ay be inc-or'((1 hy, )ill(! ilil'.' rnnilles Oue :!nv jud;;llient of -
decree rrnlrrcd ri!r;knAt the i)^vc'!opor (I) ill ^flf(i'elll^; Cofilpli:moo by the (pity or the
Uniycrsity i':ith provisions of thi:; ),errs oI• (ii) in defcnlili;'; any snit or i"rocce'ding
bron ;ht a :;:irct the for' the viol:•tioil by thr' C'ily or the Ulliver:-,its• of any
Iniv or or(Minac, chirli"; U,c Leine 'I'c•r•rn, or MO in (!cf(•nc ij any ac'tinn or silt for
v ldoh in!('ll nif ic,,il inri is i'('( iili'! (l h'-f- 'lirl(?r'I•. if th" l)(`V01(11)('I' shill) be` I ciclE' ii [)arty
to ally Ilti' !tiC)rl loth r'C.'-;)ccl to nny fi ote r out of this I,cr!sc to the extent
th-1t the City o,• the University 14 ill Null, the City or the Univorsit`,, as the case
may be, shall pny all j00riputs, Werce; and costs or exjwnscs ineurrecl by of•
ir:iposcd on the Developer in connection th 't 'l�itll.
1.1.2 In<!i!•r_!ive Coycr:,qe of MAo;,or•.
(li) lliiril+_': tf7r (c,n�tri c iic;n I'et ind. The Developer, at its
expense, shrill I(cen the iic,tel in urc:(1 r11u IT tilt Construction I'erioci ai,ninst loss or
damage as a result of fire on,! thn,, other h ,r.,ir<,s ordin:lrily insured against uncles•
an "All Rk:. s hililcler'., ri:!;s it-urnnee policy on a "Corlplete(i 1'alue
l'orip" isquvrl IT an Kil;•t+no,1 vnirf),'llly t17jt!lor•j1(-d to ('p hnsin(�s it) the ``trite of
Florid,l, t,nO ap;froved by VW (-'HY anal t1w Il('ycloper's First Such
insurilnce shall he in all :In;ount sliffic•ictit to prevent the Deyclopor from beilig a
eo-insurer an(l sh:,ll he n:,'iint:,iu( c1 in :in aniount not ] ':;:; th:111 one 11111Wrcd percent
000`;.;) of replricement co;t of the Ilc)tel. I'nvh infminn(•(' imlivy shrill contain a loss
pnyuhle clause in tdikh the Nay Owl! he paid to th,,, ()e%,(-Io,)c•t' and to tile
ileveloper'.; first '1'ort,-;rli';ce, and to the City as an aciclif ioniil ins "wil, as thou
interests may appear.
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(h) flro2m ly Vnycrr:cr ;A ftor the C'onstr!letion
Period. The Developer, at its expense, shall IC(If) the Ilotel insured after the
Construction Period ;rr"Nst tors or damage as a result of fire, hailer and nuichinery,
burstinr; nipeS, and those other ha•r. +rds orr!inr!t•il;� insured ri^;Mina iron, tinier to time
during the terns of this Wrlse in the city; or Ownrieridu, under policies providin
for ";ill Pisl;s Covern:-;c" for physical clrininne or loss, to the extent that such
insurance is generally nvaitrlbre from most ill:lurcrs of rccor-;nixod responsibility
cluMorizcd to do business in Florid.,. rho inAwer shrill he Approved by tl,e Qty and
the Developer's First A.iortpqxe. Such i nimnee MI. he in all zumm nt suffivient to
Prevent the Developer from being a eo-insurer and Shall he n1alintainc'cl in all amount
not less than one hundred percent 00021 of replacement cent of the hotel as
determined by anniml ev+llur.tion on the anniversary date of the insurance or by
inflation endolnement if av:l hole. Frich insur'unce poliey shrill contain a loss
payable chmse in which the loss shrill he [mid to the I)evcloper and to the
Developer's First P.lortF; give, Pnd to the City as an addition,,, insured, as their
interests may Appear.
(c) Use of Insurance Proceeds.
6) In the event of r:ny loss or to the Hotel by
reason of fire or other ca>uylty costing more than $50,0t1(1 in the aggregate to
repair, the hr•occeds of all such insure+nee stall he pnid to Developer's First
Mortr;a(;'ee for a pplioiltlon ns iiorein%Iftc'r pro%ficled. The DCVelopel' Islay rmike claim
for the proceeds, adjust and e0!' I'C!tl;tie nny eli?Itll for a period of four (4) months
after the date the loss ocr,urs, slihieet to the zipprovni of the scttlemunt by the
Deyeloper':� lint Vort(2-vc"ce: •'itel' fotw nloilth, the Developer's First i'.1ortggFCe
shrill hnv: the solo right to r:djugt mid cor.,ptvrT,ke the clrlin;. In i'ither event the
Developer's lArAt MorMl:c_c2 CA, except MS intlu r:' ine provident Wrein, release the
proceeds to file Deyr' oiler for repair or restoration ns herein.,ifter• provld('d.
(I I) The Pcvelopf'r'S First 110I'tf'%1'."C;_' Sivill Apply and
make ayrdinhle and pr;.; jcintl,; to the Dc'; npur and Ilc"ANIT'r's contractor,
sub-coati-netor, supplier or ol!�ci• deed, nt%ted pay,'c', tin nut pret-cods of any fire or
other casualty insurance' rr'.ic to s^id �-Ioi-Qoyzc for nrn' has or datongin Meh shRlll
occur durin. the terir hcrc(,f, .)ft('r• dC(III(Alii`.; an\' eOAS of Colleetloll, including
attorneys' fees, for rep.,J • or re51c)I'rltion (the "Ilor'k") ;is the S'lrile p•o"ressc'S,
payrnent:; to he im,,idi, .hs';II11st jwupyt•ly, evrtltred ANIV rc'(lu(-;As or vouchers, certified
by P eoinpetenl in of' ttie Vork t•:ho is licen::cd in the State of
Florida and r:pproyed by tihe f evclo!)er's first I!ortv91ruc', t•'hich rhpp YvW Shall not
he reasouuhly r:ithhc-4!. Tht! nlr,y %-.ithhold from ea(•h aillount dishur•sed
such alnount ;Is arc or renuircci to he v:ithheld under the iiioehanics' lien
In%%, of Florida until proof hr:s been furnishe(I to the Alortf;rl;tee that the l or'k has
been congArted and that no lien h%.s ottuohrd or will att:ieh to t;he Hotel. The
Developer's First Vort,,;It�-ce shall Also he satisfied that the arilount of riny proceeds
rerurlinin '. in its WAS "It he Sufficicnl upon corrlpkAion of the ,tort; to pay for the
same in full.
-1R-
(iii) •I'hc Developer shrill prorlptly and clili�,;ently eunlmence
and complete the repdr• and restor ition of the Hotel to c•unforru l'!►M the apnroved
plans and specifications for the Hotel as they existed inlnladhaely Preceding the
date of loss or damage, unless otherk-.1isc t)[,,reed to by the City and Developer's First
Dlortgng;ee.
(iv) During; the progmss of the 1';ork, the City and its
architects rend en,oncers, or any of them, may from tinge to time inspect the Work
at all reasonable tinges rend may examine copies of all plans and specifications
relating to the 1WO In the event that the City shrill determine that tile, 1','ork is not
being* clone in accordance with the approved plans and specifications, then the City
may give the Developer written notice specifying in dcUdl the pnr•tieular deficiency
or omission noted, and the Developer shall t;lke measures to cause corrections to be
made as to any such deficiencies or omissions.
(v) In the event that the proceeds of the insurance
should be insufficient to complete the Work, hissed upon the bids obtained tend/or
architects' estimates, then in that event the. 14veloper shall have the tight to
deposit with the Developer's First ;, lor•t;:;;re*ec, thirty (30) days of request
therefor by Developer's First ,lortcrn7ee, sufficient additional funds as reasonably
determined by Devclope& First Wrtgayce to covet• the cnsts of the 11ork before
any contrrlcts ;wc let or :my 10A eomr;e•nc•cs. In the event th It the Developer fails
or refs=;o.,, to trio a(lclll boil funk %vith Pevclopor's hll'st }Iort�,wcc, the
Developer's I ir•st Wrin;l3cf. :;hell prorrintly notify the City whereupon the City shall
have the rilrl;t c%ithin thirty (on) crlys of such notic•c• to depoAt tJth the Developer';;
First kortc`e stall a�l.iiti�ma Ods surfivic�nt to cover the eo!;t�; of the 1'•'ork. In
the event the City rail, or rciu c. to dc•c,o,it such additional funds with the
Develnper's first 11ort ;;,,;ee v.,ithul such thirty (:in) dr;ly perio:l, the Developer's First
Riortgaree Will 1q, noti-e to Vie Deveh r)er and tic' city Within thirty (30) days
thereafter have the, ri rht to nd•,'-+nce such a(:(Iitinn;d fund:.. II' the Developer, the
City an(! the Devclolwr',: first Venter)) j.e ;dI f;,il or refuse to dupogit or advance
such aclditio,n'll full( ;, this grease shrill terminate and the proceeds of insurance shall
he pair] in the omkr of An winrity, first, to De%Woper•'s First it:Ort`.;.:, ee, then to
any other' lien indebteclrle:.s on the Denli-ed Premises, arhd the balance shall be prod
to the Cite.
(d) C_olnnrel olln ivo Gellor;d Public Liability Cover;lf,e Durin^•
Construction Perind. Tho Develnncr shall svvure and rllaintnin or cause to be
secured and nlainL hOl in full Wee and vffcct during the COrIStr•rletion Period such
comprehensive gunernl public• li;lbility insurance for prendses and operations,
includins;• but not linlitc'cl to, cov_iniqu for explosion, collapsc and underground
ha%'hl•dS indorwrWollt corltr•alctnrs, 1woducts all(] completed operations, and
contrnetunl alnd person•1I illjlw li, `,ility, as \•;ill protect the' Developer, the City, the
University, th^ir• PjYmt'; "A er'Iplconwx fl'Orll ally uld ;ill ela1r11S rltld dUmar;CS for
personal injury, injury to lwrsurls or death, or cl,llim, to any property to the City or
of the public, ".1liell 111;1y ;Iri c out of or in c.onare•tion v-Jth th,• perforrllance of any
work or operation'; by the Ilevolo;,;'r ill, on or over tile Dolnised I'rerniscs during the
Construc-tion Period %%-Iwther s;tid v.orlI or he b.y the Developer, or its
contractor•:; or sur, contrnc for;, or by anyonr directly or, indirectly employee. by any
of thorn. Thi.ti covera•,c •;ball illehl("e, but shrill not he linlite•el to n emohinucl single
limit of 'felt Million Dollar's ($l0,001;,l`1W1.nO)1 for personal injure, injury to persons or
death or for prnoorty d:llna;-.e. Inch policy shrill n;lrlle the City, tihe Ullivcr•sity and
riny rr,ortg;l';,ee os an acl,litiolyd irr;tired aped each p:,liey shrill coat' -din cross-linbility
cndorseill ell t,;.
ffllIIZ
OF4• 00%
(e) Comprehensive (;cnornl Puhlic• I,irlhility Uoverw e After
Construction Period. The Developer shrill Secure and w,lmt:lin, or cause to be
secured and nlrlintnincd in full force and effect After• the ('opstruction Period
comprehensive f encr•al public liability insur;lnce for• Aron;is(s ,marl operations,
includin,.!, but not lrrilltod to cover:i'e for 'r\.C.U." Imznrd�, in(?ependent
contractor:;, products and co1l1,)letc(1 of>erution> and contr,,cturd ind personal injury
Ability, m call protect the Developer, the City, the University their a,;ents, and
employees, from any and all elairrs for dc,ma�,es for injury or death, or for
dominve to any aroperty of the ('ity or the public• "Keh nl;ly arise out of the
Developer's use and oecupnnvy of the Denlir,ecl Prenhi: un This coverage shall
include, but not be limited to a conlhined sitvde limit of Ten ""lillion Dollars
(]0,U(1(I,1►U(l.Ufl), personal injury, injury to persons or death or for pr ol)crty dzmape.
Each policy Will name the City, the University and any rnortgagve as udditionnI
insureds an!_1 each policy shall contain eross-lirlbility endor;(,nlonts.
(f) Compr(!hensive Automo')il(_r i,ir!bility Coveru'Ye. The
Developer shall secure and tnaintlin,durin,; tl�(1 ('onstructiou Period, such
comprehensive automo!)H(c lirlbility insur•arlee, includiu-; non-ot"ned and hired car
coverage, ns v.111 protect the Developer, r;n(l nlortg l ye, the City and the University
from any and all elnims :ind (!;mi. es for per'soli!ll injury or death or property
damuge to any nroyTty of tim (Pity or of the public '•':hi 'li rllay ;,rixc out of or in
connection !:'Ith the p('1'for fit iln('e of ally ':Oi'? or oilerdons done by ol• for tile
Developer iil eoiltwetion v,ith the devoopment or opernUm of the i!otel dnl•inF and
after the Canntruetkm 1't rlon l:'hether tiuMi fork or op(-r•itlonti he h:' th(' Developer,
or its eontr�ietors or suh-eontructors, or by anyon^ (Ji wily or indir'(•c•tly employed
by any Of t!lU;ll. The t:i;l(itlat of 5U .11 in'lhf•;l1we Sll:hll he not 1( <: V. ,n ;1 corllhilled
simile limit of Ten ?Million 11011. rs Q10,000,01 U.UU) for injur.%: or de;lt!I or• property.
(tr) t';nl'►: r,rn'� ('onln(!n !ltl(>n CCA'(`1•_1t,C. The Deyelni)el' shrill
secure and mminUlin, in flat force and C!ffeC't, such l':ol'1<ill en', C0111perlsatiorl
hwuranee as is required under the la;:s of the �-tato of Hor•i(1;t.
(h) 1tu,�iwe 4 IntoI rl"'Aion rind Ot!let. insurance. After
completion of construction tl,c Devclnpor shall secure nd maintain or cause to he
seeur•ed and mnht,tincd in full force mul effoc•t hwhic'gs int(miption insurrin(•e and
such other insur;uhce as;;,i!la other iwt llruhle h't2,trd; not t,rovided for in this Lease
v:hir•h are from time to time apr'!ieuhle to the use of the 1)umised Premises in such
atT'!ount as sh,01 he recoinrll 'ucl. ri to the City by an ind('�)('ndent, (xgorienced and
cu;aifieCl II) :lli" 1nC!r` eo1vzl111'!!!lt f('1• pruteetlorl rill(' ll'lhllltles vAliell file
Dcyclo�)cr %."oul('.'incur ,in(! continue to hear to the (Pity anti the Developer's first
�•lOrti�a!!'('e <Illrlrl'; ;1 pe1'lo(? '.' hril the Pollll�('d l'rcn"i'es oi' :h portion thl'reof are out
of ot)er;1(iwi (11w to fire or other I';'ovid(!d, ho.'.eyer, timt if Developer's.
First Vort",;Iue, :,tlrth(r the con,trllc•tic„i lethr!er or perfmmlotlt lender, shrill srtec•eed
to the InAl-kni of the 11('veRwr ab l!•syec nn(.er this l.cayl such 1?ol•t{';;qwu shrill not
be re(luiro(l to r,!nint;!in the ins:Aran(•(' covert!;(! descrihed in this Section 1-1.2(h). 'file
exemption herein conferred upon Developer's first A?ort;;;i!,,ec is personal to the
Devclor)er's cot r-�trlletion lender arc? per nh,:11ent .uld shral not apply to their'
suc(•essors or, assi!;.lv�.
- 20 -
(D T,imited i:cler:se of Linhilit}_ind W.tiver
of 8ubro-ation. The Cite, the University, and the Developer release each other, tint]
their respective authnHzed representntives, front any claims for dantn:;c to any
person or to the Premises thnt arc eausecr by Or result frwrr risks insured a'-pinst
tinder any insurance policies carried hy the City, the Uevcloper, or the University
and in force at the time of nny such c!;irr,1ge. The City, the University and the
heveloper shall cause each insurance policy obtained by either to provide that the
insurance coinpnny %vnives all ri;ht of recovery by wig of subiaFrition n;ninst any
insured party in commetion i•:ith nny dimage covered by any policy. If the release
of the City, the University or the loveloper as set forth in thr first sentence of this
subsection shall contravene any 1n:: with respect to exculr>i,tor•y ao,reements, the
liability of the party in question shrill be deemed not r•elwi:,ed but shall be secondary
to the other's insurers.
14.3 Non-Cnncell;ition Clause. All insurance policies or
aTreements shnll provide to the extent such provision is obtninable) that they
cannot be cancelled or terminated until "Rep at Im st thirty 00 days prior notice
has been given to the City and the Developct•'s First Alort ;a cc to the effect that
such insurance policies or agreements nre to be caneelledd or terminated at a
particular time.
14.4 Geri ifientes of insurance. The lieveloj)er• shrill deliver all
original policies of insurance to Developer's first if required by said
Vortger.-ce. The Developer and the ('it;, shall provide each other ant the University
"ith certificates of insurancv or other neceptable ]hoof of complianee with the
insurance provisions of this beast.
14.5 1101t of Cite to lti.mwa_nce. In the event the Developer
tit :any time refuges, cir f;:ii; to sccure and rn;!intain in full for•ee and effect
any or all of the Irl`;MInve rennii''n [onvivitt to this Leas!.', tly, (`ity of Developer's
First Mort ;rque, at the• option of t•ithcr, ri,iiy prooilre or rune:•. such insur•arice uned
all amounts of stoney paid therefor shall !w payable forth:cith by the Developer to
the City or said Alor•tr igvcq os thr c;+se m;ty be, with interest thereon from the date
the nine ::crc rmid at the prime rate of Citihimk, N.A., Nev. fork City to the date
of payment.
14.6 Non-llniver• of 0eveloper's Ohli-otion. No acceptance or
np vvA of any insurance policy or, politics by the ('ity of' the: Uevoloper• shall
relieve or relense or be construed to relieve or release the other Itrirty from any
liability, duty or obligation assumed by, or imposed upon it by the provisions of this
Lease.
14.7 Vutunlity of hi:owancc (:bli ;rttioii.
u)Ao'Ail,.-ittions of the Developer hereunder as
they relate to its pr•oc-urerncrit of in'-tiranc•e on the Hotel and its operation shall
C001-illy apply to the (7ity in its pr0c•urc•r-1ent of insurance oil the ('onvention Center
and the llrhn�, C1ar•;q e and their opor;-tic�n inoludini;, without li'ititntion, the types
of coverages, the amount of insurances, t1w deciuctittic amount` and the rirrn:ing of
the Developer and Dcvr•loper•'s l irst Mort,yve in r1c!dltloO inured;.
-21-
(h) l''ithout lirrlitiuf, the forvcnirt., the City at its expense
dur•inf;* the tern) of this I,e,ase shall keel) the I'arkin� (gar+: ;c and the Convention
Center insurer) ar;ainst to,,,-; or d;tm,,i!w as a result of fire, hoilcr• and machinery,
IWI-Stint~ pipes and those other h;1i.t+r(Is ordirl;a•ily insured under ,in "All Risks
covemge" poliey issued] by an insurer licen;cd in tllc' SL1te of Floridu under policies
for physical cInt ngv or Inns, to the extent th;lt such ills!Ir;Ince is (';morally avail,lblc
from most insurers of reew,,aired rc;;pnnsil+flit': .tuthori;:cdl to do husiness in Florida.
The insurer shall he nveeplahle to the D(`vcMper. Such insurance shall be in an
amount sufficient to prevent the City fron, hehqv a co-insurer rind shall be
maintained in an amount not less than one hundred percent 0001",) of the
replacement cost of the Parking; Clurn, and the ('onvcntlon Center.
((.) If the City shall refuse or fail to secure and maintain any
insurance required hereunder to be maintained by the City, in full force and effect,
the Developer shall have the ri^:ht to procure or renew such insurance and all
amount,, for premiums paid therefor, by Developer may be offset or repaid as
provided under Section 3.6
(d) 'L'he City shall provide the University anc? Developer tVith
such certificates of insurance or other acceptable proof of compliance with the
insurance nrovisions of this Lease for the convention ('enter, the Parkin Garage
and other nrcus for which the My has the rest+n!,sMility of maintenance under this
),ease.
1:1.5 Rcosonnhle Decluctihle. All insurance required by this Section
14 may cont;lin a rcesonr hie dcc iwtil;lo provision provided the City and Developer's
First Vorton, ec are vJvrr ricivanCe notice of ;iii(.1 dedtm--t!F)1(• pr()%+;i0,11 and approve
the same in vnitilg; For purposes hereof, Ton Villion Dollars shall
be deemed n reasonable de.cil!c!UAc amount for nrc;;)erty eoveroj c.
Uoycl'a(;C'. Mnintellarlce Of
in-arrance by the City r1n(I the Drvelr)L cr ;lti t ec;liirrc! ullcic;r this I,case is obli;atory,
and neither the Developer nor the city sh!dl be permitted to be self -insurers, except
with r•egord to the reasonable deductil,lr apl+licuhlc to property covera.-'e. For
Purposes of this provision, a reasc.+n;:hle deductible an;ount shall be Ten (Million
Dollars (rlU,r►fl(1,(It►t).tltl) for property covcl•al;e.
39. :)mend Section 15 to read as follov.s:
Section15. N i A I NIT 1'. N A N" C E, 11,1 :P1I!Z AN1) 11,1?1)L.A. CE;I!:\T.
15.1 nint(!n;mocr :aml l?ep.:irs. The I)ovelopov, at its expense shall
keep the Hotel in f oocl and clean order ana concliticn and will promptly make all
necossnry or ;;pproprlate r'eptiiv;, I'C'{11;lctC n't?!!t; and r•ene.ads thercof, whether
iMprinr or exterior, str'll('t11r& or n('11-till'll('t,ll'%tl, (,)•dill iry or C\tritordill"1•y, fovc:�ccll
or unfores'_ w. All rc•L,: O, repl�tec•alent'� an(! rc ne.':als s11%III be cglu-1 in (ILWlity rind
clays to thy, ori�jlltll 'rho I1eyc lc per sk;,ll comply % ith nil 1av's, ordinances,
codes anc! re-Xklir+us r+;,+lie::hle thereto. Tlw I1('vc'lo;v.1- s?i;tll h;+\c tlr ri-;ht, afthr
v.,ritten notice to the ('ity, to coat nt 10 ap:nv,;'rhov I+':;al prd>cc , c;in„�, conducted in
food f,.ith, the or ar,!,lic•;,',ility of al,r suc•II ordinance, cock Or
r•ep;ul;:tion, and to del;,\' col-pli;!rc•o therev:itl, I,rr.c ir, ; the' pro::ecl.,tion of such
procerdirw, f,vovie!cd na civil ov crimin;11 li;;hilily v:ould h(, inc-t:rrcd by the city and
no lien or ch.-rf-c ;,(,Ill0 he irll,osed upon or S-!tisficd out of' the I:\re'!)trd I'I'c•111ises
by reils(m of such dr+ty.
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15.2 fleserve for Replacements. The I)cvcl()l)(r shall establish V
reserve for repincemcnts in Che miniwurli nrlount of $:"? I.00 per room per year to
provide funds for repincenlerlt or improvement of those party of the Developer's
lrnprovenivats and the furniture, fixtures rind ecnrAn"ent therein which are subject to
deterioration ns n result of ordirmwy use and tv"wr nncl War so that the Hotel % ill at
till times he kept and ninhAnined in fiat-cl;ws conditif)u and rei):ir. Such reserves
sh;tll be maintained in a sepnrate ban!; nccount and relay he expended by Developer
only for the purpose set forth in this Section. Said reserve amount of $324.h0 per
room is subject to up"Trd hwre,wes for equivnlent inc•rc,cses in the Consumer Price
Index, using; the index for the year the Hotel First Opens for RUSineSs as the base
year.
15.3 Waste. The Developer shall not permit, commit or suffer
waste or impairment of the Dernised Premises, or the Hotel, or any part thereof.
15.4 Alterations of Improvements. The Developer shall have the
right, from time to time, to snake such r:ltcrutions and improvements, structural or
otherwise, to the lintel, as t1w joveloper deems desir Wc; provided, however, that
the Developer shall not., "ithout the prior written consent of the City, demolish all
or any part of the motel, or vwyn7e the• llotel so as to make it less compatible with
the operation of the Convention ('enter.
40. Amend Section IC, to re,:d a� foll(W."):
Section 16. FIRE OI; nIT l1,'I Y.
16.1 Dev lc,:, !lute - :1u•� Loss of Damn^c.
Ir; thcwc-rlt of' wly Ions or dnwa7c to the Hotel by reason
of fire or,other easurllty irlvc loin _ more thhn $50,Otr(1.110, the Developer shall (give
immedirtte notice to the My r:ric' IkmelolwWs first liory,geo.
dili��:-ntly e'olvlll'.'Iwc and complete
the repair or restorntion of tl-.; 'iotel in accor(!aiwo %%,ith the tongs of Section 1.1.2
of this Lease: all repute, or rownratic,n shrill hc, completed free and clear of A
tne(Tanies' liens and the Dcvelrywr Will eowply with Florida mechanics' lien laws.
I6.2. City's Duty - Anv Loss or D:iinmr.e.
a In the event of, tiny loss or• (Inrnage to the Convention
Center or 1'arkinc; by rc::son of fire orother casualty involvingmore than
$50,00oX0, the cRy shell ghy h"medho notice to the Developer and to the
Developer's first �'• ort�t: ;ce.
(b) (i) The City shall promptly and dili;;cntly commence
and complete the rqu it or restoration of the Vonvention Center or Parking- Gnra,;c
to conform r:ith the api,roved phals and specifications for the Convention Center at -
Own, as they exktcd irlrnccliately prceedin-; the (late of loss or damage, unless
other•wke nc;reed to 1, the De eloper. All repair or restoration shall be eornpleted
free and clear of ,all meounic ' nelis and the City shall comply %vith Florida
mechanics' lien l;lws.
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to''
(ii) I>urinf'; the pro!,-ress of such repair or restoration,
the Developer and its nr•chito ots or cn;riacc!rs, or nny of them, cony front time to
time inspect the repair or restoration nt rill rensonnhlc tiruc.s rind rns,y exonlilhc
copies of nil plans and specifientions rel.rth r to the: repair or re,4or::ti(m. In the
event that the Developer Anil cletcrmine that the v:(A is no! hvinv durre in
nceordance with the provisions of paraur•nph (0 obove, the Do vr•lo,per nl:hy { jvr thr•
City written notice specifyin, in detail the particular de:firdonry/r,r.i Ann noted,
and the Cite shall tare me`!sures to cause eorreetichn : to hr to ,111y
clef icioncies/omissions.
(iii) In the event that the City fnil,. tci o•or:jrlto!no:e
and complete the repair or restoration of the Convention C:r:uter' or the! Par'khor,
Cami e, as nforesnid, the Developer, at its option and upon tv;(!nly (20) r1r:y. prior
notice to the City, may perform such repair or restoration woe]', or nn7 rar't(•,)
thereof, and offset ,lily arnouNs expended as p[•ovide(l in Seetinn CC, or may `•Ili: for
specific performanee.
(Iv) In the event of nny loss or dnrll;!,,r(! to thr C'o)r:' t ritlr�f:
Center or the parkin' Garatr by rer,son of fire or other c, spelt,; eo,,tin,, rr.r,rrr th::n
$5plon in the to rep dr, the proceeds of all insur,!ncc sh!dl hr' th.:id ir.tr.):,
se,,,;rez'ntcd esernw account Ath an esernw ngent to tt�
Developer and the proceeds of nil sum, insurelnev shall be used, a! gdir of onA r. -+(:r.
evc`ibble for p!rrposes of such rep` ho NO re's1(1r'atlon. In the' overt that Um.
proceeds of the inn"un^.e p^id 1g eel smi of such lo:;r; or to th(:
Center or the lhorkin7 C,rlr: srhr,ll he instlffjeiclht to pay tho east, of o•r,r,i;lytir
the C Itv''N r( gldred repai,. (,," rrs!r)r';Jir)n c hll r!t IOII' , hased upon r( ;)r:r' I!l); bid-
and/or vrc hitec & eStralrttei Mined by the City, then W the event the' QQ rh'T
deposit into .`;:1N1 escrow nec'OU'ht before. itn\' r'Oltlra('tS :u-(, let of v:or'I: r•or,
surric•lent ftr'rtlilrM fuAn to en er tiff' InWee of Me eo.sk of ['(pair or
rMarnUum. Sush eyTcy, .'e'_O;!'•, :!h.•'tl hr, 1AT unrt to .!n (ISOVO,. W r.er:'f':1t
requires (Iit'trii)utioll th\' tl!e f,st?ro•.''eu for 1•t!yntent of re'-stort?tio n or 1—rl iIr v.ol.":
pursu;mt to the 1wovisions of this Lanso Ns suvh :ve vk pr cq;re'nvn and &'.'IC'. d the
esmvwep is : ntlqf&O t}Prt the r:rlCkt)U sco hnl mev of such ,ir'(•nant K''('ti;i.'r' AM the
reinvirlill'. irl"uranee pror•eeds [:; sufficient to con jAr'te mwh restC?rr:tlon Ur repair
work. For the purposes hereof, the Trustee under the! Trust IndenOwu sevulAng the
City's 11C'vcurre 11011ds shrill he t:n es"O"Me satisfoetory to Dcvclopor.
(v) In the event tlhot the City NO cw refuses to
deposit such r•echuired additic,rhrl funds into ! tueh e�r•rov: areount, the 1 oveloper, at
and/or within tlli't t) (;fl) (r:.!','s after the ('it}'s fr:ihire or r'cfusnl to deposit, may
deposit such sufficient ndriitiort:!l funds with the Ilevelup"r's first 'Mort; i'^ee and
may use such fundq togethtm '.•:itih oil in:n"Anve Ihroec•eds, to coalplete the rep,hir or
restoratic,rt of the ('011ventien Center and 1'r!rkin!,; e;aro„e. Such ),d(!iti',)TlA funds
deposited by the, Itcvc!loper st, :Al not he used Until rill in ur<uloe proc•c'eos for (,rhmn,;e
to the Conventiun C'cnte[' or the {'r.rl:in,; (hou ;r hove hems OYpc'nclyd to rephir such
eLtn:nr;e. If both the C'it." w..'�d and the Pf_,vuloj)c.r foil or r eru�c• to (Iepo'�it such
'Idditioltnl funds, thi• Developor'; Fir-t Vor•tlygye finny elect to adv'Imm mKI funds
within thirty (10 Mys otter the cApiroticn of the elate v:ithin :':hieii lhevelop(-r• i
reouircd to (](,posit such I'trnc!:, v:hic h cicc'tion, if a[ado, sh:Ill he by v.'I'itten notice to
the City :,nil the Ilcveloper nY snip odv:"we shall he nhru'.•_• in instrtllu,ents vs v;ork
pro„res,,es but not hcfure rill insurance piweveds In& hNnine of such
- 24 -
/°R
chma e to the Convention Center or the Parkin,; carnye have been ex,nded to
repair such damage. If the Develooer• elects to deposit such nddition;ll funds, or the.
Developer's First 1Vort,, ax;ec elects to t,dvance such ndditiowl furul , the Developer
or the Develnper's First Tlortsaw,cc, t+s the ease dilly be. shnll hov(• full rinht of
access to the Convention Center and the Parking (O"Yge to the extent necessary to
cause completion of such rcn irs or restoration. If neither the City nor the
Developer nor the Developer's First '•lortt;,1_;ee deho�;it:; or ndvonces such funds, the
1?eveloper shall he relieve(' of all ohli«ctiorls tinder this I,c, se (includin' , vAthout
limitrltioll, the obligation to p:,;; Additional lent) and in vdtlitku the 1>eveloner shall
have the right to terrninntc this Leese at any time thereofter by notice to the City.
'Pilo Developer may offset as provided in Scption 3.6 any nnlounts so deposited by
the INveloper or arivanced by the I-levelnpor'� First fort„a�;ce.
10.3 Parti,vi Loss or Dar ,,:�;c Not to 'I'ern,inate f.c;rsc.
Any loss or darlla(ge by fire or oth^_r case :lt; v hiell does not tern,ill-te this Lease as
herein provi(-ed shall not operate to relieve or disch;rr;:c the Developer from the
performance and fulfui,cent of nny of the h)evelolwr's ohligntions pursuant to this
Lease or to relieve or dischnrge the CiQ, from tiro performance and fulfillment of
any of the City's oblitrntions hur•su,:nt to this lease.
41. Amend Scetion 17 to rood as follows:
Section 17.
I7.1 I1' '(here• i< 'fott:t Tnl:ir•m.
!a) if ther, is 0) a total t:l!;ing of the Dwnised Premises and
the Execpted I'rembos or (ii)a toVA taking of the Demised Premises (whether or not
there is any tt,?:in;; of ti,c J:xvcn;ec: I'rer i;c�) by virtue of the escrcise of the rir;ht
of eminent Orgnahq Then the Mitll)rl%!1 Pont and any other chm,es and expenses
or,ir17 by the Iluvolcj',er )e p!-orntrr! and paid by the Dow-loper to the elate
possession is t;,!•:en by thy c,cr,cic; rrirrv; -uutherity, aml this l,ense shn11 trl,on that (late
cease and dc•terwine.
(h) If there iS a totrll t,,l•:inl; of the• 1'x(-el')ted Premises hilt
not n total Win, of the• upkived F'rcrnises, then, at Developv& option, to he
MUCKY by noti"V to the City Within silty (GO) days after possession of the
Exceptcd 1'1.(•r)iscs is taken ty the con(WP ninr: aldhority, the ,Addition:, lent and
filly oth(•r ehrlr ,es and CYPNISPY Owing fW tho I leveler shall be prorated and paid by
the Dc•vclop, -r• to th(, cir,i( [--;--(•scion of the I:xc•epted 1'renlises is t,:ken by the
condorlini!,-, ;,uthority n!r(' this T..!ose sh;:ll uw)n that date eeasr. in(1 detcl-nline. If
the not so elect, then this Wine shall vontinue in full force and
effect and the City sh :ll rester( such 1)ortim, of the irmnntion Center as nlay he
perrnitt(gl by On-.
17.2 If 'I here is „ P,'r• A Akinin If or;ly a part of the Excepted
Premises or the I)ernisK 1'rchisus shall he taken by eminent domain, the City, in
the case of a prlr•tinl tokin;•; of the Exvvpted I'rumi:vs, and the Develul,er•, in the
case of a lwrtFd takinn of the Demised Pren,isca, simil forthwith Proceed to restore
its segnKW of the Project.
- 25
00*1 Pk
17.3 t,eterlilination of '1'ync' of TakirW.
'There slwll be deerxc!`to he 11 total taking of the,
Excepted Premises if all or substantially all thereof shall be perm; neatly taken or
Men for a period in execs of five (5) yc irs by the of the povicr of eminent
domain or by an tirreemcmt between the (fity and those authorized to exercise well
power. StAntanUrilly ,all of the Exueptec! Premises MOM he deelned to have been
taken if the remaining portion of the Excepted Premises is not sufficient in the
jlld rrnent of the Cite anti the Developer, renson;ltall' exerci_:ec!, to economically
justify continued operation of the Excepted Premi-ces.
(b) There' shall he deemed to be a total tnkin�' of the
Demised Promises if all or subStrintially all thmKof shall be pertnanently taken or
taken for a period in excess of five (5) years by the: exercise of the power of eminent
domain or by an ac;reement bett':een the Devdcper rind those ; uthorizcd to exercise
such oowch SubsOntidly all of the Itemised Premises shrill be deemed to have been
taken if the remaining portion of the TIOnlisec! free! = is not sufficient in the
judgment of the Developer and the City, rea,,onably exercised, to economically
justify continued opetation of the Ilotel.
(c) Any tnkin;T other than a total ttikinf; shall be deemed a
partial taking:.
17.4 Allocation of A -,vnrds.
n 'tile ";mount of drlI1In,,•(-s re.stilting to the City and the
Developer, respectivcly, n ud to their respective interests in and to the Project and
in, to and in connection l' 0h this 1.C2.se, by runson of arty e\C'relse of the power of
eminent domain, ,!hall O:nle:,;: the p?hrtic's arc' We to MWr'c to their respective
damage) bc, separattly determil od and vwrimAcd by the cotirt h:t,05 juris(lietio►1
and sepmote n!• ardy and ja(It•r'1Ms with res!w.-M to slioll dah't, 'l'., to the (pity and
the hetclo; ,;, r^Fnetively, and to ens, of tl(.rll' iTI"'etivc inlumWy, siiall he ionde
and entereu. ire the event tllr:t s"Ph court ANN inn!"r' r: sin; lc ,tl';Ilrct l':ithout
separately deternhinir;7 the respretivf' itdt m <t of the (It, and thn llc'vc kWPr and if
the City and tlf' sll,tll not a;;t'C' in l','I'Itlli,'; ati to their r'u>1wetive portions
of such itv::Ird rvithirl t',venty (0) (Li s sifter the: c';ite of the final cJeterminr!tion by
such court of the' t:lltounts thereof, the City ano-! the' leveloper n�,rcc to submit the
mutter to such ewwt on stinuhttion for purpose of a jud!,,n ent dc't(,rtniilAive of their
respective shares.
(b) nn n partial tal;ins' of the Minised Premises, all
eondemmntion rlwmrds attrihut;:hlo to the Demised I 'News shall he deposited vAth
the DeveloperN first Nortaw for applie�itil>n sweet and pursuant to the
provisions of Section 14.2k) of this i.e<tsn, in whic-h ea t' the refercree.�; to insurance
proceeds ns used therein Wl hc' decowd to refer to concl.enmNaion proceeds.
(e) (-)it a pr rti:;l Unkin- of the Fxceptt'd Prernisos, all
condemnation ih:r'ttrds attrihiltrthle to tilt! Excepted Prcmi.cs shall he tlpplied subject
and pursuant to the provi�ionl; of Section Iif;.:' of this Lcase, in which case the
reference to insurance prneveds as used therein shall he deeircd to refer to
condemnntion procce0s.
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17.5 Takinc;s of the Parkinft
t1) If tl,er(, is a n-lrtinl ivocilyr of the l'nrkir;r, C;<rm7c, the
City will restore the Prirkin ,' (;"ra- c to the extent fe<:sillAe rend providn a(iditionrll
parkin' facilities in rmisotudd.y elo'.e proxir'lity to the Convention r`(rntc► so th,lt the
restored l'urkintr Gvrii7c rrn(l s�!id ,!c!ditintin] pr,rkinl; fa(•ilitics Will h;+ve ccrp,!city for
not less than 1,4511 untornobilas v ith re lKnet to which the p,u•king priority scat forth
in Section 9.2 shall apply first to the restored Parking Carn e and then to the
additional par•!.in7 fncilities.
(h) If there is a total t<:dcin, of the Porkin.r;• Garar,'e, the City
twill provide .I new parlcQ facility in reasonable close. proximity to the Convention
Center so thnt the new parkin,; facility will have enpadty for not less than 1,000
automobiles with respect to which the perking priority set forth in Section 9.2 shall
apply.
(c) if there is r, parti3O or tot,,) tnking of the Parkin(,r, Garap,'e
and n contemporaneous partial ar total tnkhgq or destruction, of the Demised
Premises then the provisions of Section 17.5(rl) or (h), ,s the oil c nmy he, stvill apply
only if the llotel, under the applicnhle Provisions of this Lease, i� to he restored.
((I) in wakin ; the fore,*oin, pr•ovkioas, the parties reco;;nize
that the City Iva the power of vrldnont (!nmMi ;wrl that the MY way he required to
exercise such power in ardor to fulfill its otlli ;,ltioils hcre11110('r. This provision
huposes upon the FIty the further ehlQ;Aion to coma —ice nn(i complete with
dill 'enee such acquisition of Ivind and the C"oMmetion of rr"I)rr\'(`Ym0q Pis necessary
rind the furth(,r ' nKodm unit of VAq Wise to r'Ienl icy t1W i1(!(?Iticnn l [wrking Wilitles
voverned by this Leuse. Thn pr•c vis:nil-4 of thi:+ Scotr(n 17.5 riot,\• he enforced by
specific performance in addltioil V) sucl, ni!'('i• re!;I(Oic-, :is ill,',1 he proviOcd by law.
17.6 Ri�,hts of the I''evcl(,ncr's !,ir�•t 11_nrt
0ntion of the I)oveloper• to ole(•t to c011tintle Or
terminate this Lense set forth in thin Section 17 shall he excrci c(' solely by the
Developer's first Rlortyivee duriny any time period r.hcn the PundNod Pr•enikes or
the lintel are subject to a prom, o.
(h) All awards payahle by reason of a takin;~ of the i)c nlised
Premises, or the hotel, or part thereof, by eminent domain or settlement in lieu
thereof, and rill rights of the )teveloper to neyntinte for or accept such awards shall
lie in the Developer's first Vortpop ee c!urirq rrny time period when the D nosed
Promises or the if.otel are to
42. Arnend Seetic;n 1�t to re;;d ns folio':,s:
Section 18. 1)V.PAUl,T- 'IT 1,� IN 1T[ON.
1b.I Def�iult h� tt,c licwcicper. There shall be an event of default
by the r)eveloper under thMns i1.—
(a) The Pevelo-per shall fail to pay any install►nent of llent
or any other sum clue to the C'Q hereunder when and as the same heenmes clue and
paynble and such failure shall continue for more than then ten (In) d,ry, after written
notice thereof from the City to the Developer; or -
- 27 -
(b) if the holder of any inciehtcclnms secured by lien on the
Developer's interest in the Demised Premises (.':hcUwr or not the Developer is
personally liable for such indebtedn(-'Ss), shall deeLIV th^ Developer in default of the
terms of such indebtedness, orof Tiny instrurneriN relating; thereto, beyond any g race
period prodded %with respect thereto, and such default shall not h;lvc heen e Waived; or
(c) The Developer sh-ill f;:il to perform or comply with any
other material term or provision hereof Fuld suc•li failure sh;111 continue for more
than thirty (30) days, after the City shall lir,ve �Jven the Developer notice of such
failure; or if the default cannot be reasonr_Ihly cured within thirty (30) d<cys, then
there shall not be an event of default if the Developer umlertakes to cure such
default within said thirty (30) days and thereafter dllr4Nntly proceeds to remedy the
matter to the extent such mnttcr is possible to cure; or
(d) The Developer shill ;!)ake a assignment for the
benefit of creditors, or shall aduAt. in "THW5 its innhility to pay its cicbts as they
become clue or shrill file a petition in hcnikruptc.;, or shall be ndj Rented n bankrupt
or insolvent, or sh:dl file a petition seekinn nny reorg;lnivrUwq arrangement,
composition1, rendjul,Ifnent, lirluid;ition, dissolution or similar relief under any
present or future Mute, I,•lr: or regulation, or shnll file tin answer admitting, or
shall fail rerlsn"'whly to conteft, the maIteri;;I of a petition filed ac';linst it
In ally such pI'CCCCaIri;:', of shl ,H seep,: or eorl:wnt to or nPquKvsvP in the appointment
of any trustee:, receiver or lipuiNtor of the Developer or any material part of its
properties; or
W Within Knety (` 0) K;Q:s aftur isle cownmiwoment of any
proccedhq- arnil St illy DCWnper seednV any r'eor'S','aniz. strop, ill'I';trl 'erncnt,
composition, readjustment, lien Wntion, dissolution or shnihr relief under any
present or future statute, low or ros;'rrl;ition, such pr'occudkr Mud! not have been
dismissed, or if, within ninety (:;il) rinys ;Ifter the appointment without the consent
or ace;uicsccnec of the Dcvcioper of any trustee, receiver or lic.uidAor of the
Peveloper or of any material p;,,rt of its propertie-�, such ippointn'cnt shall not have
been vacatCd; or
(f) The Developer sW1 fail to give notice to the City of the
securing of sufficient funds to construct the Hotel Mthin six (6) months front the
date of the execution of this Lease.
In such event, but slrbject to Section If hereinabove, the City,
at any time ther'cofter, may �vive 71 written notice of termitmtion to thv Developer,
and on the date, specified in such nntiec, v:hi(.11 sli:dl not be less thrun sixty (60) days,
this Unse Mll terrrinAv and the terns hereof Sh;;I1 vgdr'e and Al rights of the
Developer hereunder shall conscunless hefor#_. s"ch date specifiers (i) all arrcara!-cs
of Pent p ty;; ble to the City under this Le;fse ;Irlc{ (ii) all other default,. hereunder at
that time existing; shill hr+ve Deco r'el iedicd. In the event of the occurrence of (f)
above,, tho Developer's obli��ntions hereunder .shrill cerise.
-2S-
18.2 llcf;ollt IN- City. Thorc shall be iIn eveilt of Wfault Iq the
City trilder this I,ense if (1) the City sllall hove fitilcd to prep")r•c the 1'rcntis for
development in accordance with the provkions her'eor or (2) the City sNu!ll h;:ve
fililcd to construct the Convention (`(inter or 1'i;r!<ilt,' (;'r;+ :c` or shall have been
delayed in eniopleting some on or before the time llr'odOul heNS or (I if the tlyt
shall have: failed to perforri or cotllily with art , other rwtcriol tern, or, provision
hereof all(! such f;tilurc to porforn, shall Conti;wo, for r'lore than thirty (30) gays
after the Developer shall hays 'rAven the notice of such Ww" In any such event,
the developer at any time therenfter, Gn adc!ition to nny otl;er roll cdy ovailahle to
Developer ns a matter of tar:: or is set forth HMO way gkw a writtcn notice of
termination to thr City, all(! oil the cline spceificci in such notice, Mich date shall
not be less thrgl thirty (31)) days, this. Lease shilll terwinotc t!nd the Developer's
ohlil,;;lion:, hcreuncic'r shall cc,tse, unless before �,ueh dote thQ ('it`s `hull have cured
the default, provirV•d, however, nny such eurin ; of ;! dr'f;ullt doscrihc'd in (2) above
shall not relieve the (Ity front any obitution to ll•Iy for site)) (left)ult. In
the event of a delay or foilur'e by the City' in comf)lutin,; tlse fa('ilitiCs lnirsuatlt to
(2) abovis the Pity shall bu required, as an olornunt of dana ;cs, to pay the
PdAtional httere.�t cxp(.!ns;e pnyohlc by the• Developer to its mart �,iwj, leiWer until
such time vs the Convention Center is cowpleted. 'I he Dcveloper'' renic'dies for an
event of defitult by the City, shall also NoWde, without tin nation, the ri;;ht to
perform any cl:li";,ttion of the Cit; herelnuler• and the City shall lwy the cosh of
Developer of curing snap Qf_,ult (!rlus int wwl on such ensk at the ri tc at which
Feeney ►"'!y frc ov;Jkhle to Developer froro its con!werciol snurcc::.) hi o6iition to
1myment of interest eXpQnSo inc!irred by the licvvlollcr nt&htilolc to any delay
emised by the! City, the City SKdl :. ko !ay much other rca!;cnr :f,lt` cu;t; and c\ponses
incurred It\' the PvvclopI ,r ttr'r~.itii 'le' to S., C 1 deh'y! whief` n,;)v + ,
. in lu(,c thc•,.,c' such
as MOWN! co;!irCtiMPO fees to extend any consku".1ic%!i o;' i,(`r'ri;!ne'ilt loon
commiumvil , or additinn;al cr;st to ("!.'taro a nc,,' contitrtictit,ll or f,c ri" ;ncrtt loan
commitinviit, If by rctlso'I of such delay the' e xist0ty eetnstr'uct ion or r!:'I'il;;lnC'rlt IONIl
('rihr!litr;ion" is vanc-t:llecl. i it, ltll;tttndln<' ally pr'ovl:�i(>ns in thi:: l,c;,s;c tnlele 1. 1:'llich
the Devclef;wr mi!!` dC'( i;!i'En d .'f,urlt arld te`r'i )In;tte' of carpel UN Lutlse' up the
NtyN r otts or interest t1wr, t'nder, no notice of e!c`fi lilt k'iv(l� by the Developer to
the City s!utll enuse this Lease to terwinitte :rith(,rrt pri:)r t','r'ittcn con,crlt of Ille
Dcvcloller's I'ir:;t 1 iortl�r',,�;ee.
P.3 OWi,)lions, I'iJIN and vemudw, ('r!n "haive. 11ho specified
rirlits and rer;!edies to voich cithor tile! City or the I)evclupor inay resort under the
terms of this Agreen;ent are in addition to any other rewedius or wears of redress
to which the City or the Develolu'r May he tar:: frilly entitled and t!uty he pursued
successively or• cpncurrontly.
ISA _Non -Action on failure to Oh!, rve Provisicos of
this I.ci;ec . The failure of the' City or the Dcvelol_)cr to inSi�t alum strict
perfor•lmine"2 of "Illy tern . c•ovcnollt, condition or ln'oyisi(-)l1 of this Lease: shall not be
deemed a waiver of ony ilnht or remedy that the! ('ity or th(' Devulc)peI. play have,
and shall not be deemed a v:viver of it suhsequorit default of such tern" covenant,
condition or provision.
- 2ft
Ook
LO
llt,fi P';on-Performnncc Due to Causes Poyorld Control of
I',u•ties.
(rl) In the event poi-formance of any of their• respertivO
envenants, ,l 'recments or ohlir,ltions under this Lease by the City of the Developer
is preventrct, intel•ruhte(I or dchycd by cnu:cs hcyond its contrnl, inclllc?ir,,'; but not
restricted to strike, riot, Storrr:, flood, 10,� of (;rd or (if' the: pilhlio enrmy, acts of
the Government, ,lets of the oth(Ar nnrty, fire;, cpidcr,lies, ciu:lr',:ntinc restri(•tions,
frei,;ht cr h;lrsoeS and tltlll_,wdIy Severn !%'C;:thc't', or' (lelu\'; of sllll-Oolltr-,"ctors d11e to
such causes, and not c;!used by ,Irl\; net or f;:iliire ad
to ct by the Io,lr'ty th(.•I•('hv elayed
in such p^rfot nlnnce, the d;lte (it' tir; c or Wl-,es fur {)c'rfol'r'lr:rlcc of such coven,lrlt,
agreement or, obli-ration: (1) by the' ncvelo-wr, �:Iwll he cxtcn.(Ird for. period of time
equal to the rllullbrr of d;,ys th" pe►•forr-l;,o('c` of Sllc•Il COV0n;lrtt, Prjl'eetnerlt Or
ohlis!'atiorl by the Dcvclo;u-r is so or (M:lved ,tn(!, ill such
case, tile I?c veloncr Sh,:ll not Ile li;:!)Ie fc>p ;gin\' Cnras, cnri ; c'c>, injlirie. or' linhiIities
caused to or Suffer(A or, i,lc•urre(l by the City it) collllec'tion 1':ith ;Iwil covenant, -_
8^'[Cement OI' ohll_'';Itinil of the Developer', hv ttl(' City, slU,ll I,c C":tondcd for n
t)cricd (-if time c'clu;jl to the n,lr„lct' of 6i\`, forn!,:n('c` of suel! covenant,
n"I'coment or ol)li;;'eltion by the City is sn Ili'(•vented, rntcrrll:)t(d cl' (!' I;! cd hevolid n =
d!'Ito t:'tlic•h !'.iii 1•crson;OAV pol-mit the Develop('!, to perfur'n) its ohli';.tions %%ithout
loss of it-4 construction or 1-Ic'rnw1lcnt r, orts ;?fie (1on1r11itmellt:,, hilt in nu event more
than C'Cvt.OoCn (I ) dit'.'s Ill the U^;"'PC 2?i(: and to SUP11 CXtCnt, ;Ind 0111\' to SUC11
extent, sh,.11 the City not he li;:hle for costs, or liahilitieS caused
to or Suffered or illcurre(1 by the IlcveloDcr in connection v:ith Such covenant,
P rcernent Or' o1,1i!,;tim1 of Vile' City.
(t) 1n tl!(- event that th(! rity or the I)cvclnrler intends to
avail itcclf oC th�� I�rnvisions of this Section, the ('ity and tllc Develcpel, shall r;ivc
t"ritten notice of Su".11 intcr?t to the other: Such entice to he (:well is not to exceed
fifteen (15) d,lys fr'oill the C`;tL' ^CrfCr^'nll('^ of Such covelumt, ai';l'eeillent. Or'
Oh11I!'iltlCtl l"KS so pl-ev('lll (d, irltovi un,t('Cl Ol' (!Cl Ive(1.
18.6 ctiyven(I_CrO_f 1)(111lIScY {'ren lie . Upoll the ONF)ir;ltlon of the
1,ense �I C'i'n: 11Ct'CI111(ler kl t' ^C'1. to t{'.e f>Ili'Stl(illt to �Octiofl IS OI'
,in\, other- rwovi:,ions hei'(10f, it Sh'11 he lnt:ful for. the City to rc-enter' <lrld t'OPO SCSS
tile Drrlikod 1'1-cnlises mild,the I[otel v.ithollt pt-occss of l.:r:, ,Ind the I?cveloper, in
such evel't, does. I'eveh';' l':nive (!ii`' dCw:!nd lol' possession tl`evcto, i!l1d af':t'ees to
surren(lrr 'md (diver the the hotel ;loci ,M flll'nitt?re, fixtures
and ccminri'.('nt tllc•r('o:l ri";'C'C':'t''1\' to tltC Cit\' Ili`n;l till h eN!)Irtttloil Of.
tCI'nllnat;��t? lil {;Oo(1 Oi'<I(`i'. Cn;iC!;tiOr; alld 1'C'j;c;ll', except for' t'e;lson':h1c' 1'.'rtll' a►ld teal..
18.7 Ov:ncr,!;i!, of IlnGroyc "('tits. The title to the hotel and to an;
additions or- improvements thrrc'i,f shall fovtI''.''ith vest ill the 14,veloner hill Sh,lll
bctc'orlle the 111-op('1•ty of tk(' I1(`\'c'Io^r'Lt pl'ovW(•(!. Ilo!`.01'(1', thi it upl )ll the, tcl'IP111Ainn
of this 1.•_;' c, cithcl' h\ d(fCt11t or. (--xpll•,Iticin (,f Its tel,p), the' Pot"'] mW ,,ny a0dltions
cr impi•oven-:ents therctc' s!l;lll hecowe the cOh:-('hite In'opl-ty of the City, clool. of all
envurnbr,mves :md ch;:l•-c:,. ;!ild v. ithollt cost of till\' !<illd to the City.
-3n-
1Q.S Or& in Position of Srmet\• v: ith t'csr+ret to
C bli.,*citrons. The for itwelf And it: st7,( ce7�SorS ull'i r!SSr!;ns, and for 'III
other persons who ere or v -ho shall become, tc IMIler by express or implied
assumption or other%%ise, liable u,.)on or suhjr_ct to ,:n� c,hli' Aion or harden under
Ms [,case, herchy waives. to the fullest extent permitted tq' I"w anci etmity, any mull
rill claims or defenses other•r:isr ok'nilrrhle on tl:c r.roun'' of its (or their) being or
having beeonic a person in tho position of n surety, whether real, personnl, or
otherwise or by .1nrecment or operation of ln"i including, Whont
limitation on the r-ener,,lity of tho fomgMnv. nny and ,all elairns rind defenses based
upon extension of time, WhIlAnce, or modifienti'rn of terms of contr.rct.
43. Delete Seetion 20.8 and substitute the folloV.111 ;:
20.R Con_furmnnnc to Tow end _1'enrescntntions. This Lease
conforms and is subject to applicable law in force On the dates of the lengrll
effectiveness of this Lcr;se. Each of the parties represents to the other that it is
authoWed to enter into this Lense and to assume the obligations and liabilities
imposed upon it under this ]sense and npp kvMle We'.
44. Ar.,cnd Section 20.1E to read as folio\-:•s:
20.16 A-reerretAs h1th The University. This A;;r empnt does not
override or supersede the University Agrecrncnt, or the Agreemmit hetr1ee!r the
Developer and the i?nivcr.,ity e'ntcei April 10. 1978. The University Ar•rvvn,cnt Will
only be modified hereafter by the. City in r, manner which shall not conflict with the
provisions of this Lease.
•45. Amend Section 2i,.1; to r Nid PS follows:
20.17 Use of University Space. On termination of the University
Agreement or upon terrnin,,tior; of the lease contemplated by the University
Agreement of the City shall car.r,e such splice to he used for conference center
purposes only.
46. Amend Section 20.19 to read as follo!:-s:
20.19 C'1,irificrrticn of Intent.
(a) l'ronE rtv `;ubieet to Vort< :rfX.
The fee: simple title• in and to the land is vested in the
City and ally mortl;' ge by the llc• eloper WH not extend to said fee simple title but
only to the leasehold interest of tl!c Peve•lo —r in the Poll-lised Premises and the
civnership interest of the Weloppr in the 1'e•tel.
(h) lEentifio.Ain_n cf \s-i:rtilt
As soon us ills c ii�� l "Ifter eor 1pletion of construction,
this ].ease shall he further twended to identify the ns-built plans and specifications
of the Convention Center, Hotel and ['ar•kirl -- and locntcd Specifivally by
surveys and legal descriptions of all improvcrr!ents, :fir Spaces and 1'nserients.
-31 -
ko
(c) Entire In One Document.
At ;in npproprintc time_, upon rermost of the City or the
Developer, this }:ease and all amen(!, gents thereto shall be reduced to a single
instrument, rill to the end thr;t the covolvr fits, ot,li,,Aions and unciertr►kinns of the
` City and the Developer shall rer)osc in a sinc,1e document.
47. Amend Section 20.20 to read as folloe:s:
20.20 Dt!te of Effectiveness of 1,0ase.
(a) this Cerise contains the entire agreement of the parties
hereto respecting the subjeet matters of this Leese and supersedes all prior
Understanding's, contracts or a_.'reer;ents.
(b) 1f for an%: retrson the City shall fail to sell its Revenue
Honds in an amount sufficient to finance the City's obli;;ations under this Leese
(taking;' into account funds lo!cfully wedla5le to the (-it\, frorn other sources) on or
before June If', I9Q0 or s"rcli other onto ns shall he mutii :dly nl rec <rt,le to hoth
parties, then this Leese may be termfimted anc' no lon;;cr effective; and in that
event the Louse rand A1.-recr:ent for Privr.:tc IrcvcloPment eNecuUd .April 20, 1978
and Amencin-iont ":o. I e:Crv!itc'd Septemher 29, ISr7t; hei! •cen the City and tile
Developer shall be dccmec' i!j ful! fore^ a!-.r' effect het:;�ccn the pnrlit,s.
ns provided in Scotian 2.0.20( )) this Lease is
effective as of April 20, 1978 o±::ithstr:r.c;inr,' the date of its execution.
48'. Add n(,w Ceeti, n folio ...
20.21 Nr, "Cl--t7q, '•': ith Fee. It is understood mid agreed that in
the event tlrrrt the Cite i,ccuirc,� fn interest in the lerlschold (,slide, such interest
shall not merge v.ith it:: interest the fce o',:,ner• of the Ionised Premises.
Likewise, in the ovent that the f'evelor)cr neciuir•es an interest in the fev such
interest shall not inero-o v-ith its interc�4 'Is the lessee of the 1("!+sehold estate.
49. Acid nc,%,, Section 90.22 as follows:
20.22 Effective Pg Ac of this simplenwirt. NJotwithstanciin;'
that this Supplement is c::rtCd as of t'rie __ day of 1980, this
Supplement shall ta1:e effect r:hen it i� full%- c>:ecuted atic; Errs been delivered to the
parties hereto, ,xith the Sale of the I;eventre punt, issued by the
C,i ty. '
50. Amend sixth rcoital hy chnnrJn," the word "resolution" to read
"ordinanc o."
51. Amend Section 3.1 by addinr;• the followin,• sentence:
On or before .June 19, 1980, the Developer will secure the timely
payment of I?rise Rcnt to the ("'its; by letter of credit or other collateral acceptable
to tale City.
52. Amend Sectior 3.4 to road
3.4 1'aynlent of .Vditional !'cat. I:ithin ninety (lilt) drl,, after the
close of cnwh enlendar year, the I'ev:loper shall s►Ihrlit tc) the ('its• .► det-ilur!
stnterlent for the nrecedimi calenrar yenr sllowinfa (i) Grnss Rins, (ii) DOM
Service, (iii) Incremental Costs, if riny, (iv) Operotin!; (-!,:r)ons-s and cash reserves
required uncles• this I,ehse in(! the Hotel Innnrlc_elnent n:Tvv ncnt, (v) Priority return
to enuity onnital investors, NO Uditionr►I (tent and r).)ymcnts made thereon unr!
deferrer:Additional (tent, if : n�., to,•vthcr %with n certifivnte of the Ueveloner'.s
independent certifieo nuhhc necountint, ack!ressed to the City, stwin,: that he is
fnndlhr with the ornvi ions of this I.cnse, v:•h"Mpv his; exarnhvition ll,:, disclosed any
def.u►lt in any p yments required to he runde hercunr'cr clad uttesting to the
aecurac, of tho report. if the annu::l ac count ink statculeat of the• l ievolo yet• shall
disclose that Additional Dent is nnIndilc, the additional Iorount shall be paid to the
City inlnlodatel•, after such c!isviomwe, and if Additional lent Aiall have been
overpaid, the City shrill credit such ovcgNiyrnent to the rental payments next due
thereafter until such credit is exhausted.
53. Amend Section 20.4 by changirq, "Section 103(b)(c)" to read "Section
103(b); and "Section 103(c)(1)" to reud "Section 103(c)".
51. Arnend Section 20.11 to read as follotvs:
20.11 A_rnendronts. The City agrees to ma!:c Such amendments to
this Lease: r:5 may he reason;:i)1y rcc;uired by Developer's first i lort��'x;ce or title
insurance company in order to make Developer's interest in this L,cose mortgacgable
and insurnhle.
55. As further cen�icleratic)rt for the cxccution of this 100 SupalMcnt
and the extonsion of titre for performanee by the City and the Developer, the
p,orUes each n tree that the other is released and drsc vir,gY Win all claims,
lini)ilitie!: and darllor,es 11hicli cither nloy have sust-'!ned !)y reason of 111y
non-p^rfot'r—necor untir;el': nerforrnonve of th" ether v.hioh way halve oceurred
between ScMemhcr 13, W79 and the effective Ale of thk Alc.reemcnt. The
foref;oirlr. rluill`ll r•elens�.• sh7:11 he eff^ctiva simultim ously '.':Ith thy' ti:ncly delivery
by the City of its Vverlrre Rnne's towsunnt to its stile of such Revenue Fond. which
sale mn:;t Have occurred on or hefnre ,tune 19, 1!IRti ns provided herein.
-33-
80-262
I`: h'I'f'?'I?SS t', IIrI,T'.0F, "►'f'F. rfTY Cl' 1'I VV L, I'LC'I'1P.1, I'ai cr;used thi;
first Supovr~ent to he exreuteu in its nvrne ,and on its heNdf ;ly its C Hy ','am; yr or
Assistant city h4namij and the c,ffiown sell or srrici (!itN. to i)e hereto rirrixed vwl
nttestcd. b�., the City Clork or the Ocl.wty City C'Ierl; of saic' ('it.v tllcreunto 6111y-
nuthorizecl: -nc "IAVI C f'`:'('f'P ASSM. TES, LTD. has e: sed tLi; Supplement to
be executed Al its nrll)le .11W (in itS hchnlf h',' Clentc'r A,�socr,-;teti, Inc., as the
General 11r!rtner, throuc h its ['resident, I'r'.rl t'.orshr.rr, lint; its corprn•rtte scull to be
hereto arixed and attestrd b.: its Secretary cr Fin assistant secreUrNI therpunto
duly authorized, as of the day £'nd year first Wave mitten.
ATTEST: THE. CITY Or- MIM01, FLORIDA
(Official Seal)
City Clerk City Vanagev
ATTEST: MIMMI CV TIER ASSOCIATES, LTD.
BY: 111iami Center Associates, Inc.
as General Partner
Worporat•e real)
Secretary
Earl Worshi:rn, 111'esidient
APPPOVT't` AS TO FORM ANr, A11PR0V ?1) AR TO C0NTEN, T
COI;RECTNPSS
r
reorcL;c F. Knox, Jr., James J. Connolly, Project
City Attorney Director, hirector Convention
Centel-
- 34 -
ZO a
-ITY
;�J7;"t•C?Fr'ICc .`r1�t•!L'�iANL!.Jh�
Mr. Joseph R. Grassie `a`k May 2, 1980
City Manager
_-� Supplement to the Lease and Agreement
` with Miami Center Associates dated
September 13, 1979
,P�hc*ht E. Grimm..., -+• "�,
�Assistaht-City ;tanager
Attached are the changes to the lease and agreement that we have been negotiating
since last September. The Commission has been progressively forwarded versions
as they were drafted. Today we are forwarding the final version as agreed to by
all parties.
Because we did not receive the final version until late today, it will be necessary
to have the developer, the permanent lender, the construction lender and of course
the City Attorney and the City's Bond Counsel review this final document between now
and the Commission meeting. I have been assured that this can be accomplished prior
to the time when the Commission will take action on the 8th.
Because of the multitude of changes, it is thought that it will be much clearer if
the entire document is rewritten. For the sake of legal process, however, we are
asking the Commission to adopt the amendments and will then as a matter of course
include these amendments in a redrafted completed document. The basic business
changes from the original agreement are as follows.
I. The permanent lender will not be held liable for any of the sins
of the developer in the event of a default by the developer. In
essence this means that should the developer default none of the
liabilities of the developer to the City at the time of the default
will be recoverable from the mortgagee, but must be recovered from
the assets of the developer.
2. The right of the developer to defer additional rent was granted in
the original lease. The ability of the developer to defer has been
redefined to give operating expenses a priority of payment ahead of
the City's additional rent.
3. To minimize the negative effect of numbers 1 and 2 above, the City
has reduced the deferral period from ten years to three years.
4. The developer was previously required to pay to the City $1.2 million
as his portion of the project cost during construction. The City has
granted to the developer in exchange for an extension of time from
October 31, 1981 to possibly April 30, 1982, the right to defer this
payment. Payment in the amendment allows five equal annual interest
free installments starting one year after occupancy of the hotel.
r gp-362
L2
5. The original agreement required the developer to pay $2.9 million as
base rent on the day that the hotel opens for business. This $2.9
million will be guaranteed by the requirement of the developer to
provide at the time of final closing a letter of credit in this
amount.
Although there were a multitude of other changes in the agreement involving some
60 odd items, those that are not mentioned in this memo are considered editorial
or further refinements but without material effect on the business provisions.
cc: James Connolly
LAW OFFICES
Fvvu JAconsov Bix)cx Kw:vv Coi..%,v & Simoar, P. A.
P.O. BOX 340600
IRWIN J. BLOCK
CHARLES A. CITRIN
2401 DOUGLAS ROAD
BRUCE JAY COLAN
GENE ESSNER
A11AM1. r1.0111DA .1(II34
MARTIN FINE
SARA B. HERALD
BERNARD JACOBSON
THEODORE KLEIN
STEVEN M. KRAMER
D. BRUCE LEVY
MANUEL LUBEL
RESEKAH J. POSTON
JOSF_`4 H. SEROTA
May, 2, 1980
LINDA N. WELN
LINOA ANN WELLS
To All Addressees on the Attached
Distribution List
(305) 446.2200
CASLt ADONESS "MIAMILA'N"
Re: City of Miami/University of Miami
James L. Knight International Center
The enclosed First Supplement dated May 1, 1980, is
intended to reflect:
1. The introductory and closing language of First
Supplement dated April 5, 1980.
2. The substantive provisions of First Amendment dated
March 13, 1980 revised to reflect comments through March 29,
1980 and those changes after March 29, 1980 which appeared in
the Restated Lease dated April 25, 1980.
3. Comments on the Restated Lease presented at the
April 30 conference in Miami.
A marked-un version of the First Supplement and full re-
statement of the Lease will follow.
Yoursr/ve y truly'
64a,
rd the Firm
GE/sac
Enclosure
DISTRIBUTION LIST
Joseph Oaan�olo, Esq. Joseph R. Grassie
Bros•m, V,oad, Ivey, Ylitchsll & petty City Manager
One Lalrxty Plaza City Nall
hear York-, Nr •i York 10006 3500 Pan Arrcrican Dr.
Miami, Fla. 33133
Ms. P' - L i s Sha.-r 3 a -
At to: At L.:-; �
b;eyeY, �,:aizS, RoSe, Psfin,
& Shcc::ett, P.A.
407 I.y^ __ RDad
Mi.and ?_ash, Florida 33139
r•,u- � :� = - �.: th�� � c :� ;:✓.-:der
20 Br% .-
New Yo_ -., Yor'..
71.frc-:'. ". :_ ; ram, Jr.,
Mayer, Brc•; :, an:l Putt
231 S. LaSalle St.
Caica�"D, Ill. 606,0 A
Carl K. Es,.
Bradford.. 'Mc: , Kimbrell
W-z. = a~.? Jt,:,nL . S , P.A.
101 East Flaglcr St.
Miami, F'1-jriL 33131
Carol Jc son
Attor;,e1At Imo.:::
e •LZJJC...•�ll.:, �. l.J i••1 ~L-C..l ILL i Ins. CO.
1295 S� t^ Str of
Po1yst :>:;zci:ar
I -lass. Life Inz•.:ranca Co.
1295 S'_at,- St.
Sprinc:: it --I d, T•il:,s. 01111
Adri:::; 1•:._,--r:: r
150 S.rl. 2n-1 Avo.
Florida 33131
P�tcr i,. Ec:.rlrr.Zn
Pine-_: Bizar & D'Alessandro
919 -3r:: F
R'ew Yor;:, N.Y. 10022
Vincent E. Orirran
Asst City Manager
City full
3500 Pm Arrarican Dr.
Miami, Fla. 33133
William Dccarlo
Brotcn, Ivey, Mitchell & Petty
One Liberty Plaza
New Yor}:, N.Y. .10006
Earl Vbr sh am
150 S.E. 2n3 Ave.
Miami, Florida
James J. Connolly
Project Manager
City of 'liacu.
150 S.E. 2nd Ave.
h'liami, Fla. 33131
George F. Knox, Jr.
City Attorney
City of '•lia-m
174 E. Flaglor St.
Miami., Fla. 331.31
Terry V. Percy
Asst. City Attorney
City of Miwr,i
174 E. Flaglor St.
Miami, Fla. 33131
Erne to J. F'en: z
Smith Barncy, Harris Upliant
& Co., IIIC'.
1345 Avo. of Hie N%oricas
Now York, N.Y. 10019