HomeMy WebLinkAboutM-78-0588CITY OF MIAMI. FLORIDA
ME
INt'VR,OPTIcr?. MEMORANbU}A
TO: Joseph R. Gtassie
City Manager
FROM:
es J., onnolly` /
"roject irector
Convention Center
aAfiE, September 22, 1978
sOrliECt :
REFERENCES:
FILE
Convention Center = Developer's
tease and Agreement
ENCLOSURES:
Update Report
City of Miami/University of Miami
James L. Knight International Center
1.' The Private Developer has obtained from outside sources commit-
me,pt for $30,250,000 and is ready to proceed to secure such funds.
$26,000,000 is from Massachusetts Mutual Life Insurance Co., and as
anticipated, certain modifications and clarifications to the Lease
and Agreement are necessary.
These necessary modifications and clarifications are contained in
the attachments hereto and have been reviewed by the Administration
and the City Attorney.
Although there are a number of modifications and clarifications,
there are only four modifications substantive in nature:
A. Developer and Massachusetts Mutual must be assured of
500 parking spaces to be completed in timely concert with
the Center.
B. That professional management with extensive convention
center operating experience will manage the City facilities.
C. That insurance for the entire project (Private and
Public) be carried by the same carrier or carriers.
D. The Developer has agreed to pay the City $700,000 in
addition to the $5,000,000 previously committed in return
for City completing certain retail spaces upon terms and
conditions attached.
2. The Private Developer has executed a Management Contract with
Hyatt Corporation for the management of the hotel and related
private developer facilities. The hotel is to be known as the
Hyatt Regency Miami.
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dds601 hs Brassie
dity Manager
Attached hereto is a braft Of Afendfitent too ► l to the Lease and
Agreement for Private bevelopteht encofnpassing all the modifications,
clarifications and amplifications to be incorporated into the Lease
and Agreement.
4, It is recommended that the City Commission authorize the City
Manager to execute an amended Lease and Agreement with the developer
incorporating all the modifications, clarifications and amplifications
as per the attached Draft Amendment No, 1.
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a
tAn Alb AdfttEWENT
FOR P tIVATE OEVELOPMtNT
CITY OF MIAMI, a Municipal Corporation
tinder the taws of the State of Florida
MIAMI CENTER ASSOCIATES, LTD.
A Florida Limited Partnership
DATED
LEASE AND AGREEMENT
`OR PRIVATE DEVELOPMENT
TEIS LEASE AND AGREEMENT FOR PRIVATE DEVELOPMENT made and
entered into at Miami, Florida this 'c day of _, t,e_
1978, by and between the CITY OF MIAMI, a Municipal Corporation under
the laws of the State of Florida (hereinafter referred to as "City"),
and MIAMI CENTER ASSOCIATES, LTD., a Florida Limited Partnership
(hereinafter referred to as "Developer");
W ITNESSET H:
WHEREAS, pursuant to the mutual goals and purposes of the
City of Miami, Florida and the University of Miami (hereinafter referred
to as the "University"), the City has been designated to oversee and
contract for the development of a multi -purpose civic and convention
center on certain real property owned by and located in the City,
said multi -purpose convention and civic center presently to be known
as the City of Miami/University of Miami James L. Knight International
Center, and for the purposes of this Agreement to be hereinafter
referred to as the "Convention Center"; and
WHEREAS, the University has made available to the City the
principal amount of $2,500,000 as advanced payment of rental for the
University's Conference Center area within the City of Miami/University
of Miami James L. Knight International Center; and
WHEREAS, for and in consideration of the
contribution and
participation of the University as aforesaid, the City has entered into
an agreement with the University dated April 1, 1977; and
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WitiltAst for and in consideration of the dohtribution acid
participation of the University as aforesaid, the Developer has
entered into a separate letter agreement with the University
dated April 10, 1978, and
WHEREAS, the Developer wishes to lease the air -rights of
a portion of the area comprising said Convention Center for the
purpose of constructing thereon a hotel, meeting rooms, and other
related amenities, as well as leasing certain areas within the
Convention Center itself, all to be operated as a part of the overall
convention center complex.
NOW THEREFORE, in consideration of the covenants herein
contained and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
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1. DEMISED PREMISES: LEASE TERM. Upon and subject to
the conditions and limitations set forth below, the City hereby
leases to Developer, and Developer hereby rents from City, for the
term, at the Base Rent and Performance Rent and upon the covenants,
conditions, limitations and agreements herein contained, all the
portion, not hereinafter excepted of the parcel of land and the
Improvements and Convention Center as those terms are hereinafter
defined to be constructed thereon, lying and being in the City of
Miami, Florida, and being more particularly described on Exhibit
"A" attached hereto and by reference made a part hereof and being
hereinafter referred to as the "Premises", for an initial term of
forty-five (45) years, from the date hereof with a single renewal
option of forty-five (45) years as set forth in Paragraph 19.11,
such initial term and renewal term collectively referred to as
"Lease Term".
2. EXCEPTED PREMISES. Excepting, however, from the above
described parcel of land and premises that portion of same being more
fully described on Exhibit "B", attached hereto and by reference
made a part hereof. The said excepted portion of said parcel of land
and premises being outlined on plans attached hereto as Exhibit "B".
as prepared by the firm of Ferendino, Grafton, Spillis, Candela. The
City and the occupants of the excepted premises also have the right
to occupy, attach, repair, renew and maintain those portions of the
excepted premises which are contiguous to the hotel and the improvements.
The Developer shall not deny access to the excepted premises or deny
providing adequate services for the operation of the excepted premises.
1, QUIET ENJOYMENT. City covenants that Developer, upoh
p&ying the Base Rent, Performance Rent and other charges herein
provided for, and upon performing all of the other covenants,
and complying with agreements, terms and conditions of this Lease
and Agreement on its part to be performed or complied with, shall
not be hindered or molested by City in its enjoyment of the
Premises.
4. RENT.
4.1 Base Rent. Developer shall pay to City as Base
Rent during the Lease Term the following amounts which shall be
in annual installments and shall be payable on the same day of
each year that City of Miami real estate taxes are due. The
initial installment shall be payable on the first day real estate
taxes are due after the hotel facilities are open for business;
provided that, if the said hotel shall not open for business on
the day real estate taxes are due, the first annual installment
shall be in appropriately prorated amount.
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10 through
expiration of Lease Term
a $ Pail,
$150i000:00
150,000.00
175,000.00
175,000.00
200,000.00
200,000.00
225,000.00
225,000.00
250,000.00
250,000.00
4.2 Performance Rent. Developer shall pay to City as
further and additional annual Rent the greater of the following
amounts:
A: An amount equal to twenty (20%) per cent of "Net Operating
Profit" as that term is hereinafter defined.
(1) For purposes of this calculation of Performance
Rent, "Net Operating Profit" shall be defined as Total Hotel Receipts
from room sales, food and beverage sales, net rents from retail
tenants and all other concession and operating revenues and any other
foreseen or unforeseen revenue sources, recognizing that the Developer
will have the right to generate such revenue producing sources, less
and except the following amounts:
(i)
operating expenses in accordance with
the
uniform system of accounts for hotels adopted
by the American Hotel Association
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follows:
(ii) hotel manager's basic and incentive fee
(iii) real property ad valorem and personal property
taxes imposed by any governmental authority
insurance premiums
Base Rent as provided for in Paragraph 4,1
herein
Vi) reasonable reserves for replacements
in accordance with Paragraph 15.2 herein
(Vii) working capital reserves as required by the
hotel management contract
commission payable to travel agents
reimbursements to University for conference
staff administrative services for arranging
and coordinating conference and bringing
participants into the hotel rooms at not less
than 15% of the University visitor room income
or the equivalent of prevailing industry
standard reimbursements for use of activities
and services of the hotel normally paid to other
agencies when providing or arranging for similar
reservations and hotel services.
payment of $2,450,000.00 or $4,900.00 per room,
whichever is greater, for debt service and
priority return to equity capital investors.
the sum of 1 1/2% of gross room receipts or
such other comparable amount as may be payable
to the first mortgagee as "Participation
Interest"
An amount based upon room sales net of commissions as
(iv)
(v)
BALLS tt L (AooM8 o14t )
N _,._coi88loNs IN $1000.
5 0 0 ROOMS 607 ROOMS P, E ACtNT
0 to 5,000 0 to 8,500
5,000 to 5,500 8,500 to 9,000
5,500 to 6,000 9,000 to 9,500
6,000 to 6,500 9,500 to 10,000
6,500 to 7,000 10,000 to 10,500
7,000 to 7,500 10,500 to 11,000
7,500 to 8,000 11,000 to 11,500
8,000 to 8,500 11,500 to 12,000
8,500 to 9,000 12,000 to 12,500
9,000 to 9,500 12,500 to 13,000
9,500 to 10,000 13,000 to 13,500
10,000 & above 13,500 to 14,000
2.0
2.3
2,6
2.9
3.2
3.5
3.8
4.1
4.4
4.7
5.0
(2) In the event the actual number of rooms built is
between 500 and 607 the Performance Rent calculation pursuant to
this Paragraph 4.2.B shall be interpolated on a pro-rata basis.
(3) In the event the Performance Rent calculation
pursuant to this Paragraph 4.2.B is greater than the Performance
Rent calculation pursuant to Paragraph 4.2.A, the Performance
Rent payable to City shall be paid only after payment by Developer
of those items enumerated in Paragraph 4.2.A(1)(i)-(xi). If
funds are not available after payment by Developer of those
items enumerated in 4.2.A(1) (i)-(xi) , no Performance Rent shall
be payable to City.
4.3 Payment of Performance Rent. Performance Rent due
City shall be determined and paid to City within sixty (60) days
after the close of each calendar year based upon the books and
records reflecting annualized Net Operating Profit. Developer
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ghal1 submit to City within such period a detailed statement of
Total Hotel Receipts for the calendar year to date and a comput,a
ation of the Performance Rent due City. Within ninety (90) days
after the close of each calendar year, Developer shall submit to
City a detailed statement of Total Hotel Receipts for the entire
calendar year, a computation of the Performance Rent due City for
such calendar year and a computation of the amount of any Base
Rent or Performance Rent accrued but unpaid pursuant to the terms
hereof, together with a certificate of Developer's independent
certified public accountant, addressed to City, stating that he is
familiar with the provisions of this Lease and Agreement, whether
his examination has disclosed any default in any payments required
to be made hereunder and attesting to the accuracy of the Total Hotel
Receipts reported and the computations of Performance Rent and accrued
but unpaid rent.
4.4 Riaht to Audit. City, or its designated rep-
resentatives, shall have the right to inspect any records and books
of account of the Developer or those claiming under the Developer
relating to the Premises, and any other materials relating thereto,
and to make copies thereof or extracts therefrom, and to cause such
books, records and materials to be audited by independent certified
public accountants selected by City as often as may be reasonably
requested; provided that such inspection and audit shall be at City's
dMpentc uhiess such inspection or audit shall disclose the ekistence
of a variance of more than five percent (5%) from the Performance Rent
for such period computed in connection with the annual accounting
statement furnished to City by Developer, in which case such inspection
and examination shall be at Developer's expense, and the cost thereof
shall be immediately paid to City by Developer. If the annual ac-
counting statement of Developer, in the inspection or audit thereof,
mm shall disclose that additional Performance Rent is payable, the ad-
ditional amount shall be paid to City immediately after such disclosure,
an& if Performance Rent shall have been overpaid, City shall credit
such overpayment to the rental payments next due thereafter until
such credit is exhausted.
4.5 No Counterclaim or Abatement. Fixed Rent, Performance
Rent and all other sums payable by Developer hereunder shall be paid
without notice, demand, counterclaim, setoff, deduction or defense
and without abatement, suspension, deferment, diminution or reduction,
except as provided in Paragraph 4.4 above.
4.6 Subordination of Rent. (1) Payments of Base Rent
due City hereunder shall not be subordinate to the payment of any
other amounts. (2) Payments of Performance Rent due City hereunder
shall be subordinate to payment of the annual amounts defined in
Paragraph 4.2A(1)(i-xi) above.
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4 % Credit Against Base acid Performance Rents Notis
With§tanding the foregoing obligations of Developer to pay refits to
the City, such rents shall be reduced by the amount Developer pays to
the City in the form of annual real property ad valorem taxes and
personal property ad valorem taxes. If the City's portion of any real
estate or personal property tax bill is not separately stated, the
credit in Base Rent shall equal the percentile of the City portion of
such real estate tax bill and personal property tax bill. Credit
against rents shall be limited only to any City of Miami ad valorem
taxes collected from Developer.
5. CONSTRUCTION OF IMPROVEMENTS.
5.1 Description of Improvements. The Construction on
the Premises by the Developer shall consist of a first-class hotel
consisting of not less than 500 rooms, together with the related
services facilities and attendant amenities, hereinafter referred to
as the "Improvements", the design of which shall be compatible with
the design of the Convention Center.
5.2 Developer's Obligation to Construct Improvements.
Subject to the terms and conditions herein contained, Developer
shall construct the Improvements on the Premises fully equipped and
stocked, adequately capitalized, and ready to commence business
within the time limits provided herein. Such Improvements shall be
substantially in accordance with the proposal attached hereto as
Exhibit "D". Developer recognizes that the availability of the
hotel facilities at the Convention Center is important to the
ma successful operation of the Convention Center.
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ttibmission df iant,. _tof..,_lmpro.y'emehts,. Developer
Shall submit copies of Design Development Plans for the lmptoVe,,
inents to City as follows:
(1) Developer shall submit Design Development Plans
to City for its review and approval no later than 180 days after
the commencement of the Lease Term. As used herein, Design Develop-
ment Plans shall include the following:
(a) Site Plans to one -eighth (1/8) inch scale
showing ingress and egress, traffic patterns, project limits, pro-
posed utility easements and rights -of -way and principal critical
site grade elevations at property lines;
(b) One -eighth (1/8) inch scale floor plans of
each non -typical floor of the hotel;
(c) One -eighth (1/8) inch scale floor plans for
each typical floor of the hotel;
(d) One-half (1/2) inch scale of plans for typical
hotel rooms;
(e) One -eighth (1/8) inch scale vertical sections
through principal portions of the building which interface the con-
vention center showing floor elevations and alignment at principal
connections;
(f) Interface diagrams and other appropriate plans
showing relationship and function of hotel with other elements of
the Convention Center;
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levatioh and rendetings of hotel;
(h) Specifications coveting materials t methods
apt:. , iriishet
(i) Construction cost estimates;
S.4 Approval of Plans and Specifications (hereinafter
"plans") by City. Upon receipt of Design Develop -
tent plans, City shall review the plans to determine that the
'Improvements represented thereby are substantially in accordance
with those which are to be constructed by the Developer hereunder.
If City believes that the Improvements represented by the plans
submitted are not in accordance with the requirements of sub-
paragraph 5.1 hereof, it shall promptly notify the Developer who
shall thereupon cause the plans to be revised to comply herewith and
thereafter resubmit the same for approval by City. If the Improve-
ments represented by the plans submitted substantially comply with
the terms hereof, City shall give notice of its approval to the
Developer. City shall approve the plans submitted or advise the
Developer in writing that such plans do not comply herewith within
thirty (30) days after receipt of such plans. If City shall fail to
approve or disapprove such plans, within the time period provided,
City shall be deemed to have approved such plans.
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or omission therein or failure of such plans to comply
Improvements with a general contractor to
approval not to be unreasonably withheld.
construction shall contain a provision in
be approved by City, such
The contract for
form and substance satis-
factory to City which shall declare City a third -party beneficiary
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S,S Scope of ilevieW by City, The teVieW of plain by
City Shall be solely for the purpose of determining that the Improve-
mehts represented thereby in broad terms of size, design and quality
meet the requirements hereof. City shall not be required to review
such plans in detail, and City shall not be responsible in any way
for any error
with any building regulation or for any inconsistency or incom-
MI
mm patibility between such plans and the plans for the Convention Center.
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5.6 Substantive Changes In Plans. If the Developer
desires to make any substantive changes in the Design Development
Plans so that the Final Construction Plans are markedly different
■ from those Plans already approved by City, the Developer shall submit
the proposed changes to The Commission of the City of Miami for its
approval. If the proposed changes conform to the requirements
hereof, The Commission of the City of Miami shall approve the pro-
posed changes and notify the Developer in writing of its approval.
5.7 Contract for Construction. Within one hundred
twenty (120) days after approval by City, Developer shall submit
to City for its approval a contract for construction of the
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of §aid contract and which shall provide for notice of default
under such contract to City and the right of City, at its option
to cure such defaults without penalty to City or stoppage of the
Work.
5.8 Conditions Precedent to Commencement of Construction.
As conditions precedent to Developer's right to commence construction,
Developer shall have:
(a) Secured the approval of City for the Design Develop-
ment Plans as herein provided;
(b) Submitted evidence to City of the availability of the
equity capital and mortgage financing herein required;
(c) Submitted to City the contract for construction herein
required.
5.9 Commencement and Completion of Construction of
Improvements. The Developer agrees for itself, its successors and
assigns, and every successor in interest to the leased estate in
the Premises, or any part thereof, that Developer and such successors
and assigns, shall promptly begin and diligently prosecute to
completion the development of the Premises through the construction
of the Improvements thereon.
5.10 Progress Reports. Subsequent to commencement of
the Lease Term and until construction of the Improvements shall
have been completed, the Developer shall make reports, in such
detail and at such times as may reasonably be requested by City) as
to the actual progress of the Developer with respect to such con-
struction.
5.11 Payment of Contractors and Suppliers. Developer
shall make, or cause to be made, prompt payment of all monies due
and legally owing to all persons doing any work or furnishing any
materials, fuel, machinery or supplies to the Developer or any
of its contractors or sub -contractors in connection with the
Premises and any buildings, structures or improvements thereon.
Developer shall apply all funds drawn under any construction mortgage
only to pay costs and expenses of constructing the Improvements,
including reasonable development fees. Developer shall require lien
waivers from contractors and sub -contractors in order to comply with
the merchanics' lien laws of the State of Florida.
5.12 Cancellation or Discharge of Liens Filed. If,
because of any act or omission of the Developer, or any contractor
or sub -contractor, any mechanics' or materialmen's lien or other
lien for labor, material, fuel, machinery or supplies shall be
filed against the Premises, or any building, structure or improve-
ment thereon, or against the City, the Developer, at its own cost,
shall, within thirty (30) days of filing of such lien, cause the
same to be cancelled and discharged of record, bonded off or
satisfied by title opinion acceptable to City. It shall be the
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responsibility of City, Developer and the architect to desicjfi the
hotel building so that levels properly mesh and connect With the
Convention Center; to co-ordinate the construction of the hotel and
Improvements with departments
and other matters. Developer
of the City with respect to traffic
and its architects and contractors
and City's architects and construction manager shall cooperate to
plan for construction material storage areas, staging and
erection and to avoid interference with contractors.
5.13 Ownership of Improvements. As the Improvements
are constructed and installed on the Premises and during the term
of this Lease, title to the Improvements shall vest in Developer.
6. PREPARATION OF THE PREMISES FOR DEVELOPEMENT.
6.1 City's Preparation of the Premises. City shall
prepare the Premises for development prior to the commencement of
construction. Such preparations shall consist of the following:
(i) Assisting Developer in securing all necessary
licenses, permits and governmental authorizations
in connection with the purposes herein specified.
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6.2 Additional Improvements by City. City shall,
without expense to the Developer or public assessment against the
Premises, and without impeding the progress of the construction
of the Improvements by the Developer, provide for the following:
(a) Paving and improving in accordance with the usual
technical specifications and standards of the City of such streets,
including the installation of gutters, curbs, and catch basins;
street lighting, sidewalks; and such public rights -of -way as are
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tS be provided pursuant to the master plain for the developtieht 6f
the Convention Center.
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(b) Installing and relocating such sewers, drains, water
and gas distribution lines, and electric, telephone, and telegraph
• installations as are to be installed or relocated pursuant to the
master plan for the development of the Convention Center.
MI 7. UTILITY SERVICE.
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7.1 Hot and Chilled Water. City intends to construct
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• as a part of the Convention Center a plant or plants to produce
• hot 'and chilled water. City shall make available to Developer
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for use on the Premises such quantities of hot and chilled water
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as are reasonably required by Developer in accordance with the
terms and conditions hereinafter set forth.
7.2 Location and Quantity of Utility_ Service. As soon
as possible in the design of the Improvements, Developer shall
furnish to City estimates of the quantities and specifications of
hot and chilled water required on the Premises and the location
at the boundary of the Premises at which the Developer wishes to
receive the hot and chilled water to be provided by City. The
temperatures and pressures of the same and the point of reception
and the size piping in which the same shall be received will be
specified by City, and shall be satisfactory to Developer. Developer
shall provide to City the approximate quantities estimated as ac-
curately as possible of hot and chilled water which it desires
City to provide each year, showing for each such commodity the
estimated requirements for each month of the year.
l Agreement to Purchase and dell, City hereby agrees
to fiiri ish and sell to Developer the quantities of hot and chilled
Water# in monthly quantities substantially in accordance with the
Developer's estimate of monthly usage and at the temperatures and
pressures at the point of reception determined pursuant to Para-
graph 7.2 hereof, and Developer agrees to take the same and to pay
City therefor as set forth in paragraph 7.4 below.
7.4 Cost of Utility Services. Developer shall pay to
City on a monthly basis the cost of hot and chilled water delivered
to 'the Premises based upon meters at the point of reception. Such
cost shall be the direct unit cost of producing the same.
7.5 Right of Entry for Utility Service. During the
Lease Term, City reserves for itself, and any public utility com-
pany, as may be appropriate, the unqualified right to enter upon
the Premises at all reasonable times for the purpose of constructing,
maintaining, repairing, or servicing the public utilities located
within the boundary lines of the Premises and provided for in all
easements crossing or servicing the Premises.
8. CONVENTION CENTER FACILITIES.
8.1 Construction of Convention Center Facilities. City
shall construct at its sole cost and expense, with the single ex-
ception hereinafter set forth, a fully equipped Convention Center
including banquet, meeting, convention and exhibition facilities
substantially in accordance with the plans prepared by Ferendino,
Grafton, Spillis and Candela, attached hereto as Exhibit "B", and
by reference made a part hereof. If the City desires to make any
substantive changes in the Convention Center as set forth on Exhibit
"B" so that the final construction plans for said Convention Center
are markedly different from those plans attached as Exhibit "B", the
City shall submit the proposed changes to Developer for its approval.
If the proposed changes conform to the requirements hereof, Developer
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shall approve the proposed changes and notify the City in writing of
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its approval.
•8.2. Use of Convention Center by Developer. The Developer
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and/or its Hotel Manager shall have the exclusive right to provide
food and beverage service in the Convention Center and Conference Center.
The City recognizes that a first class convention hotel must have access
to ball room and exhibit space. The Developer and/or its Hotel Manager
shall have exclusive control over programming the exhibit hall, ball
room, and pre -function area as shown cross hatched and described as
EXCEPTED PREMISES on Sheet B-1 of Exhibit "B" to be built by City,
paying to the City a reasonable rental comparable to that paid by
others. The Developer and/or its Hotel Manager shall use its best
efforts to accommodate the City's Conference/Convention Center
programmatic needs. Developer, City and University shall cooperate to
develop a booking procedure for the hotel rooms, the banquet, exhibition
and meeting rooms in the Convention Center which will permit all parties
to schedule the use of such rooms without conflict and result in
maximizing the use of such facilities consistent with the objectives
of all parties.
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8,3 Concessions, The Developer's concessions shall be only
those types normally associated with the operation of a first class
hotel and Convention
price levels,
Center and
shall be
maintained at competitive
8,4 Maintenance of Convention Center, City hereby agrees
to maintain the Convention Center and all items of personal property
located therein in a first-class condition throughout the Lease Term.
Such obligation shall include, but shall not be limited to, incurring
ME the cost of a Convention Center sales force and an adequate staff to
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service the Convention Center business, and the setting up of reserves
for replacements, which reserves shall be sufficient to accomplish
City's obligation under this Paragraph.
8.5 Obligation of City to Reconstruct Convention Center. In
addition to the obligation of City regarding the repair and maintenance
of the Convention Center as set forth above, City shall be affirmatively
obligated to repair any damage or destruction to the Convention Center
at the earliest possible moment. This obligation to repair and
reconstruct shall be binding upon the City throughout the term of this
Lease and any renewal hereof. Such repair reconstruction shall be of
the same type, quality and nature as to make the repaired and recon-
structed portions of the Convention Center comparable with the condition
thereof prior to the damage or destruction thereof.
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gueh obligation shall include, but shall not be litnited to, incurring
the Cost of a Convention Center sales force and an adequate staff to
service the Convention Center business, and the setting up of reserves
for replacements, which reserves shall be sufficient to accomplish City'E
obligation under this Paragraph.
8.5 Commencement of Construction. City shall notify
Developer in writing as to the time Developer shall be entitled to
commence construction of the Improvements hereby contemplated, which
notification shall not be later than six (6) months from the date
hereof.
9. PARKING.
9.1 Construction of Parking Facilities. In connection
With construction of the Convention Center, City will construct
parking facilities for at least 500 automobiles in convenient
proximity to the hotel.
9.2 Use of Facilities by Developer. City shall make
available to Developer and/or its hotel manager each day for use
of the hotel guests, such number of parking spaces as Developer shall
request by 6:00 a.m. each day at the lowest daily rates in effect
from time to time, and Developer shall pay for such reserved spaces
each day whether or not used. Developer additionally reserves the
right to reserve certain spaces on a month -to -month basis at the
lowest monthly rate in effect from time to time.
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Mt MANAGEMENT
10.1 Contract with Hotel Manager. Within thirty (0)
days prior to the commencement of construction by Developer of the
Improvements hereby contemplated an executed management contract,
with a nationally recognized hotel management firm shall have been
executed.
10.2 Operation of First -Class Hotel. The management con-
tract shall obligate the hotel manager to operate the hotel as a first-
class hotel in accordance with standards as defined by the American
Hotel Association and the Developer hereby agrees that it shall
cause the hotel to be operated as a first-class hotel and that the
management contract will make provisions for sufficient funds to be
available to operate the hotel on a first-class basis.
11. EQUITY INVESTMENT CAPITAL AND MORTGAGE FINANCING.
11.1 Sufficient Funds to Construct Improvements.
It shall be the sole responsibility of Developer to
secure sufficient equity capital and mortgage financing, in any
combination thereof, to construct the Improvements in such a
manner as to meet its obligation under Paragraph 5.2, in accordance
with Paragraph 8.5.
11.2 Notification of Securing of Sufficient Funds.
Developer shall endeavor to secure the requisite funds as aforesaid
and shall be obligated to inform the City as to the progress thereof
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h or before sic (6) months from the date hereof. The successftil
seduring of sufficient funds shall be a condition precedent to
Developer's right to continue the construction of the Improvements
hereby contemplated, and failure to notify City of the availability
of the funds on or before six (6) months from the date hereof shall
operate to terminate this Lease and Agreement in the manner set
forth in Paragraph 17.1(f).
11.3 Developer to Furnish Name and Address of
Mortgagee. The Developer shall promptly furnish City with the name
and address of the mortgagee and of the holder under any mortgage
executed on the Premises or the Developer's leasehold estate therein.
11.4 Developer to Notify City of Other Encumbrances.
The Developer shall also notify City promptly of any other lien or
encumbrance which has been created on or attached to the Premises
or to the Developer's leasehold estate therein whether by act of
the Developer or otherwise.
11.5 Rights and Duties of Mortgagee. The construction
and permanent mortgage financing commitments shall substantially
incorporate the provisions set forth below, which shall also be
included in the mortgage instruments:
(a) Notice of Developer's Default. If the Developer shall
commit any act or fail to act, and such action or failure of action shall
be deemed a default by any mortgagee, the mortgagee shall give written
notice of such default to City immediately. Such notice shall set forth
the t4ecific details of the defa.d t, the description of the instrument
and the particular provision thereof under which the default arises and
the period of time, if any, which the Developer has to cure the default.
If the Developer shall fail to cure the default, the mortgagee shall so
notify City, and City shall have thirty (30) days after receipt of such
notice to cure the default, if it shall elect to do so. If City shall
elect to cure the Developer's default as herein provided, Developer shall
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reimburse City for the cost thereof forthwith with interest thereon at th•
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legal rate.
(b) Right to Substitution. If the Developer shall
default at any time prior to completion of construction, and if City shal -
elect to terminate Developer's interest in the Lease, City may elect to
cure Developer's defaults under any mortgage or mortgage commitment and
complete construction of the Improvements, and the mortgagees shall
thereafter be obligated to advance funds remaining under such commitments
to City in accordance with the terms of such commitments. After completik_
of the Improvements by City under such circumstances, City shall have
the right to re -lease the premises, subject to the mortgages, if it shall
elect to do so.
(c) Prior to Completion of Improvements. If, prior to
completion of the Improvements mortgagee shall acquire the leasehold
estate in the Premises then in such event, mortgagee
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(1) if the construction of the Improvefents has commenced,
may complete the construction of such Improvements in accordance
With this Agreement, and by a date which shall be agreed to in writing
by the mortgagee and City, and which date shall not be earlier than
the date specified for completion of such Improvements by Developer:
Provided, that the mortgagee shall have notified City in writing of
its intention so to do within thirty (30) days from the date it shall
have acquired the leasehold estate in the Premises; and by instrument
in writing approved by City as in conformity with the provisions of
this. Agreement and duly recorded by the mortgagee, for itself and
1
its'successors and assigns and expressly for the benefit of City,
shall have expressly assumed all of the obligations of the Developer
under this Agreement and agreed to be subject to all conditions and
restrictions to which the Developer is subject under this Agreement.
(2) if the construction of the Improvements has not
commenced, may, with the prior written approval of City, commence
and complete the construction of the Improvements in accordance
with this Agreement and by such dates for such commencement and
completion of the construction of the Improvements as shall be
agreed to in writing by the mortgagee and City. Provided, that
the mortgagee shall have notified City of its intention so to do
within thirty (30) days from the date it shall have acquired the
leasehold estate in the Premises.
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t ) May, with the prior wtitteh approval of City,
ti*ahsfer the leasehold estate in the Premises to a transferee who
Shall expressly assume all of the obligations of the Developer under
this Agreement by written instrument duly recorded.
(d) After Completion of Improvements. If, after the
completion of the Improvements as provided herein, the mortgagee
shall acquire the leasehold estate in the Premises, then, in such
event, the mortgagee:
(1) shall at all times keep the Improvements in
good and safe condition and repair, and shall, in the occupancy of
all buildings constituting part of the Improvements and the maintenance
and operation of the Improvements and the Premises, comply with laws,
ordinances, codes and regulations applicable thereto; and
(2) shall comply with the provisions of this Agree-
ment as same relates to the payment of rents accruing and earned
after the date of the acquisition of the estate by mortgagee.
(e) Right of Mortgagee to Transfer and Assign. Not-
withstanding any other provisions of the Agreement, the mortgagee
shall have the unqualified right, without any approval or consent
by City, to sell, convey, assign or otherwise transfer or dispose
of any or all of its rights, title and interests in and to a
mortgage, including any and all claims arising thereunder or arising
out of the mortgage transactions, but subject to all of the terms,
conditions and restrictions hereof.
(f) Copy Of Notice of Breach of Covenant or Default,
Whenever City, pursuant to this Agreement, shall deliver any notice
Or demand to the Developer with respect to any breach of covenant
or default by the Developer in the obligations of the Developer under
this Agreement, City shall, at the same time, furnish a copy of such
written notice or demand to any mortgagee at the last address of
such mortgagee as shown in the records of City.
(g) Right of Mortgagee to Cure Breach of Covenant
or Default by Developer. Any mortgagee shall have the right, at
its option, to cure or remedy any breach of covenant or default by
the Developer under this Agreement. Any such mortgagee may add the
reasonable cost of so curing or remedying such breach of covenant
or default to the debt secured by such mortgage and to the lien of
the mortgage. Such mortgagee shall have thirty (30) days to in-
dicate its intention to cure the default and commence action with
respect thereto, and shall thereafter diligently pursue such action.
11.6 Obligations of Persons Other Than Mortgagee
Acquiring Leasehold. Any person, corporation or legal entity (other
than a mortgagee acquiring any or all of the rights, title and
interest of the Developer in and to the leasehold estate in the
Premises), (i) under any judicial sale made under a mortgage
permitted by this Agreement or as the result of any action or
remedy provided therein, (ii) by foreclosure proceeding or action
in lieu thereof, in connection with any such mortgage, or (iii)
as a result of ar. ,.egal process or proceedihyo (other than eminent
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domain proceedings by public authority), shall thereby become liable
under and be fully bound by all of the provisions of this Agreement.
11.7 Assignment by Mortgagee. Notwithstanding anything
hereinbefore to the contrary, any mortgagee acquiring the leasehold
estate shall have the right to assign such leasehold estate to a wholy-
owned subsidiary of said mortgagee without having first assumed the
Developer's obligation hereunder, it being understood that the principal
asset of such subsidiary shall be the leasehold estate and the
Improvements constructed thereon.
12, RESTRICTIONS ON USE.
12.1 Authorized Uses. The Developer or its designated hotel
manager shall use and operate the Premises primarily as a hotel and
amenities incidental and related thereto, including, but not limited to,
restaurants, cocktail lounges, retail shops, swimming and health club
facilities, meeting and conference rooms and for no unauthorized uses.
In the event gaming is legalized or authorized within the State of
Florida, Dade County and the City of Miami, it is hereby specifically
agreed that Premises may be used for such gaming purposes pursuant to
licensing from the appropriate governmental authorities should such
licensing be obtained by Developer. In such event, City shall be
entitled to renegotiate its participation hereunder.
12.2 Limitation on Retail Sub -tenants. The developer's
retail sub -tenants and concessions shall be only those types normally
associated with the operation of a first class hotel and convention
center.
13.1 Covenant for Payment of Public Charges. On and
after the commencement of the Lease Term and so long as the Lease
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Term shall not have expired or have been terminated pursuant to this
Agreement, the Developer covenants and agrees to pay and discharge,
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as if the Developer owned the Premises,• in fee simple, before any
fine, penalty, interest or cost may be added, all taxes, service
charges, water rents, and other public charges (hereinafter called
"Public Charges") for which if not paid would be a charge, claim or
lien upon or against the Premises, or any part thereof, or any
building, structure or improvement, or any part hereof, located on
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the Premises, or upon or against the Annual Rent, or upon or against
the City., Notwithstanding the provisions of the preceding sentence,
the Developer shall have the right to contest the amount or validity,
in whole or in part, of any Public Charges by appropriate proceedings
and, if the Developer is prosecuting such proceedings with reasonable
diligence, may, to the extent permitted by law, postpone or defer
payment of Public Charges so long as such contest shall continue.
13.2 Evidence of Payment of Public Charges. The Developer,•
upon request, shall furnish or cause to be furnished, to City and to
any mortgagee, if the Premises are encumbered with a mortgage, of-
ficial receipts of the appropriate taxing authorities or other proof
satisfactory to City or the mortgagee, evidencing the payment of any
Public Charges which were due and payable on the Premises thirty
(30) days or more prior to the date of such request.
14. INDEMNIFICATION AND INSURANCE.
14.1 Indemnification by Developer. The Developer shall pay,
indemnify and save harmless the City,University, their agents, and employee,
ftom all suits, actions, claims,demands; damages, losses and other
teasonable expenses and costs of every kind and description to which
the City, or their agents or employees may be subjected by reason of
personal injury, or injury to persons or death or property damage,
resulting from or growing out of any commission or omission of the
Developer, its agents or employees, or its contractors or sub-
contractors or any lessee of the Developer or its hotel manager
in connection with (i) any building, construction, installation or
development work, service or operation being undertaken or performed
by or for the Developer in, on or over the Premises, or (ii) any uses,
occupancy, maintenance, repair and improvements, or operation of the
Premises after the commencement of the Lease Term: Provided, that
such indemnification shall not be applicable where a decision or
judgment of a court of competent jurisdiction holds that any personal
injury, or injury to persons or death or property damage was the direct
and primary result of acts of commission, omission, negligence or
fault of City, its agents or employees. The Developer shall pay
all costs and expenses which may be incurred by, and any monies due
under any judgment or decree rendered against City (i) in enforcing
compliance by the Developer with provisions of the Agreement, or
(ii) in defending any suit or proceeding brought against City
for the violation by the Developer of any law or ordinance during
the Lease Term, or (iii) in defending any action or suit (a) for
which indemnification is required hereunder, or (b) on the part of
t 6 6eveloper ih the performance of ahy obligation of the beveloper
hider the Agreement, If City shall be made a party to any litigation
With respect to any matter growing out of the Agreement as to which
the Developer is at fault, the Developer shall pay all judgments,
decrees and costs or expenses incurred by or imposed on City in
connection therewith.
14.2 Types of Insurance to be Carried by Developer.
(a) Property Coverage During Construction Period. During
the construction period, the Developer, at its expense, shall keep
m. all of the insurable buildings, property and equipment on the
mm premises, insured against loss or damage as a result of fire and
those other hazards ordinarily insured against by endorsement or
otherwise, what is generally known as "All Risk Coverage", under
a Builder's Risk insurance policy for physical damage or loss to
the extent that such insurance is available from most insurers
of recognized responsibility authorized to do business in Florida.
Such insurance shall be in an amount not less than 100% of the
cost of construction of said buildings, property and equipment.
Each insurance policy shall provide for including City as an
additional insured, as their interests may appear, and for loss to
be payable to Developer and any mortgagee.
(b) Property Coverage After Construction Period. During
the Lease Term, the Developer, at its expense, shall keep all of the
insurable buildings, property and equipment on the Premises insured
against loss or damage as a result of fire and those other hazards
ordinarily insured against from time to time during the term hereof
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in the City of Miami, Florida, in policies providing, by endorsement
or otherwise, what is generally known as "All Risk Coverage" for
physical damage or loss to the extent that such insurance is generally
available from most insurers of recognized responsibility authorized
to do business in Florida. Such insurance shall be in an amount suf-
ficient to prevent Developer from being a co-insurer and shall be
based on not less than ninety percent (90%) of the replacement value
of said buildings, property and equipment. In the event a loss
occurs and the amount of insurance provided for herein proves to be
inadequate to cover such loss, Developer shall be responsible for
such deficiency as it relates to those perils and those coverages
included in the insurance policies so provided and shall pay such
deficiency amount promptly. Each insurance policy -•shall provide for
including City as an additional insured, as its interest may appear,
and for loss to be payable to Developer and any mortgagee.
(c) Comprehensive General Public Liability Coverage During
Construction Period. The Developer shall secure and maintain or cause
to be secured and maintained in full force and effect such comprehensive
general public liability insurance as will protect the Developer,
City, University, their agents and employees from any and all claims
and damages for personal injury, injury to persons or death, or
damage to any property of City or of the public, which may arise out
of or in connection with the performance of any work or operations
by the Developer in, on or over the Premises during the construction
of the Improvements, whether said work or operations be by the
Developer, or its contractors or subcontractors, or by anyone directly
or indirectly employed by any of them, The amounts of such insurance
shall not be less than a Combined Single Limit of $10,000,000.00, for
personal injury, injury to persons or death, or for property damage,
Each policy shall provide for including the City, University and
mortgagee as an additional insured.
(d) Comprehensive General Public Liability Coverage After
Construction Period. After the construction of the improvements
has been completed, the Developer shall secure and maintain, or
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comprehensive general public liability insurance as will protect
Developer, City, University, their agents and employees, from any and
all claims for damages for personal injury or death, or for damage to
any property of City or the public which may arise out of Developer's
use and occupancy of the Premises and the operation of a hotel thereon.
The amounts of such insurance shall not be less than a combined single
limit of $10,000,000.00, personal injury, injury to persons or death or
for property damage. Each policy shall provide for including the City,
University and Mortgagee as an additional insured.
(e) Comprehensive Automobile Liability Coverage. The
Developer shall secure and maintain, during and after the construction -
period, such comprehensive automobile liability insurance, including
non -owned and hired car coverage, as will protect the Developer,
Mortgagee and the City, from any and all claims and damages for
personal injury or death or property damage to any property of City
or of the public which may arise out of or in connection with the
performance of any work or operations done by of for the bevelopet
in, on or over the Premises during and after construction whether
such work or operations be by the Developer, or its contractors or
sub -contractors, or by anyone directly or indirectly employed by any
of them. The amount of such insurance shall be not less than a combined
single limit of $10,000.000.00, for injury or death or property damage.
(f) Workmen's Compensation Coverage, The Developer
shall secure and maintain, in full force and effect, such Workmen's
Compensation as is required under the laws of the State of Florida.
(g)
Waiver of Subrogation. All policies of insurance
required hereunder shall provide for waiver of subrogation against
City, its agents or employees.
14.3 Non -Cancellation Clause. All insurance policies
or agreements shall provide (to the extent such provision is
obtainable) that they cannot be cancelled or terminated until
after at least fifteen (15) days prior notice has been given to
City to the effect that such insurance policies or agreements are
to be cancelled or terminated at a particular time.
14.4 Certificates of Insurance. The Developer shall
provide City and University with such certificates of insurance or
other acceptable proof of compliance with the insurance provisions of
the Agreement..
i4.g Might of City to bbtalh insurance: th the event the
beveloper at any time refuses, neglects or fails to secure and main-
•
tain in full force and effect any or all of the insurance required
pursuant to this Agreement, City and University at its option may
procure or renew such insurance and all amounts of money paid therefor
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by City shall be payable forthwith by the Developer to City with interest
thereon at the legal rate per annum from the date the same were paid by
City to the date of payment thereof by the Developer. City shall
notify the Developer in writing of the date, purposes and amounts
of any such payments made by it.
14.6 Non -Waiver of Developer's Obligations. No acceptance
or approval of any insurance policy or policies by City shall relieve
or release or be construed to relieve or release the Developer from any
liability, duty or obligation assumed by, or imposed upon it by the
provisions of this Agreement.
14.7 Partial Loss or Damage Not to Terminate Rent or
Agreement. Any loss or damage by fire or other casualty of or to
any of the Improvements, which loss or damage does not render the
Improvements unusable for Hotel purposes in Developer's reasonable
judgment, shall not operate to terminate the Agreement or to
relieve or discharge the Developer from the performance and fulfill-
ment of any of the Developer's obligations pursuant to the Agreement.
14.8 Extensive Loss or Damage Rendering Improvements
Unusable for Hotel Purposes. Any extensive loss or damage which
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fenders the Improvements unusable for Hotel purposes shall not
Operate to terminate this Agreement but shall have the effect of
causing a total abatement of rent until such time as the loss or
damage to the Improvements is reconstructed and operational pursuant
to the following paragraphs.
(a) Suspense Account for Insurance Proceeds. Whenever
any of the Improvements, or any part thereof, shall have been
damaged or destroyed, the Developer shall promptly make proof of
loss and shall proceed promptly to collect, or cause to be col-
lected, all valid claims which may have arisen against insurers
or others based upon any such damage or destruction. All proceeds
of any such claims (and any other moneys provided for the re-
construction, restoration, or repair of any such Improvements),
whether held by the Developer or by a mortgagee, shall be held
in trust in a separate suspense account. In the event that the
Improvements are damaged or destroyed, the Developer shall promptly
give City written notice of such damage or destruction, stating
the date on which such damage or destruction occurred.
(b) Repair or Reconstruction of Improvements. Unless
City shall otherwise consent in writing, the insurance proceeds
shall be expended to repair or reconstruct the Improvements, and the
Developer covenants and agrees to commence and complete the
reconstruction or repair of such Improvements, to the same size,
floor area, cubic content and general appearance as prior to such
destruction promptly after City has approved the Developer's Design
Development Plans, for such reconstruction or repair.
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the Premises in order of priority. If the Improvements are not
repaired or reconstructed, the insurance proceeds shall be applied
to retire mortgage indebtedness in the order of its priority.
14.9 Mutuality of Insurance Obligation. All insurance
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obligations of Developer hereunder as they relate to his procurement
d) $t ositioh of Proceeds Not used for_ ttepair o,r,
Adeonttrtiotiohe If the amount of insurance proceeds shall be ih
excess of the cost of repair or reconstruction, such excess
shall be applied to reduce the mortgage indebtedness encumbering
of insurance on the Improvements shall equally apply to City in
its procurement of insurance for the Convention Center, including,
j without limitation, the naming of Developer as an additional in-
sured and the indemnifying of Developer by City for the reason set
forth in Paragraph 14.1.
14.10 Reasonable Deductible. All types of insurance re-
quired by this Paragraph 14 may contain a reasonable deductible pro-
vision provided City is given advance notice of said deductible provision
and approves same in writing.
15. MAINTENANCE, REPAIR AND REPLACEMENT.
15.1 Maintenance and Repairs. Developer, at its
expense shall keep the Premises, the Improvements thereon and the
equipment and furnishings therein in good and clean order and con-
dition and will promptly make all necessary or appropriate repairs,
replacements and renewals thereof, whether interior or exterior,
structural or non-structurual, ordinary or extraordinary, foreseen
or unforeseen. All repairs, replacements and renewals shall be
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any right dteated by any law now or hereafter in force to make
repairs to the Premises at City's expense. Developer shall comply
With all laws, ordinances, codes and regulations applicable thereto.
The Developer shall have the right, after written notice to City,
to contest by appropriate legal proceedings, conducted in good
faith, the validity or applicability of any such law, ordinance,
code or regulation, and to delay compliance therewith pending the
prosecution of such proceeding, provided no civil or criminal
liability would be incurred by City and no lien or charge would be
imposed upon or satisfied out of the Premises by reason of such
delay.
15.2 Reserve for Replacements. Developer shall establish
a reserve for replacements in the minimum amount of $300.00 per room
per year to provide funds for replacement or improvement of those
parts of the Improvements and equipment and furnishings therein which
are subject to deterioration as a result of ordinary use and wear and
tear so that the Premises will at all times be kept and maintained in
first-class condition and repair. Such reserves shall be maintained
in a separate bank account and may be expended by Developer only for
the purposes set forth in this Paragraph.
15.3 Operating Costs, Maintenance and Repair of Convention
Center. City at its expense shall operate the Convention Center and
shall maintain the Convention Center, the improvements thereon and
the equipment and furnishings therein in good and clean order and
condition and will promptly make all necessary or appropriate repairs,
replacements and renewals thereof, whether interior or exterior,
structural or non-structural, ordinary or extraordinary, foreseen or
IIIIIIIIIIIII IIIIII 111111111111111111111111111111111111
thforseen, A11 repairs, teplacemehts arid renewals shall be equal
in quality and Class to the original work.
15.4 Waste, The Developer shall not permit, Commit or
stiffer waste or impairment of the Premises, or the Improvements
thereon, or any part thereof.
15.5 Alterations of Improvements. The Developer shall
have the right, from time to time, to make such alterations and
improvements, structural or otherwise, to the Premises and Improve-
ments, as the Developer deems desirable; provided however, that the
Developer shall not, without the prior written consent of City,
demolish all or any of the Improvements, or change the Improvements
so as to make them less compatible with the operation of Convention
Center.
15.6 Neighboring Excavation. In the event that an ex-
cavation shall be made or contemplated for building or other pur-
poses upon land owned by City adjacent to or under the Premises, the
Developer shall authorize City to permit any person causing such
excavating to enter upon the Premises for the purpose of doing such
excavation or building as such person shall deem necessary to pre-
serve the walls and structures of the Improvements from injury and
damage, and to support such walls and structures by proper found-
ation. City shall at its expense, repair or cause to be repaired
any damage caused to any part of the Premises or the Improvements
because of any excavation, construction or other work of a similar
nature which may be done on any such adjacent land.
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168 04BtMNATION:
16,1 Adjustments ofPetit:
(a) if Entire Premises Are Taken, In the event the
Premises in its entirety and the Improvements shall be acquired
under the exercise of the right of eminent domain, then the Rent
and the Public Charges for the part of the Premises so acquired
shall be prorated and paid by the Developer to the date possession
is taken by the authority exercising the right of eminent domain.
(b) If Part of Premises Are Taken. As of the effective
date pf such acquisition, the Rent shall be reduced in direct pro-
portion to the ratio of the area of the part of the Premises so
acquired to the total area of the Premises; Provided, that if such
reduced
and the
time of
Rent shall be deemed grossly inadequate or excessive by City
Developer, taking into account the equities existing at the
such
acquisition of part of the Premises including, without
limiting the generality of the foregoing language, the rentals and
other income being realized by the Developer from Improvements located
on the part of the Premises so acquired, the Rent may be reduced
to such other amount or amounts as may be agreed upon in writing by
City and the Developer. If any part of the Premises or Improvements
shall be so acquired as to render the remainder of such Premises or
Improvements thereof unusable for the purposes for which the Premises
are intended by the Agreement, then the Developer shall have the right
to terminate the Lease on thirty (30) days notice to City, given
within ninety (90) days of such acquisition. In such event, the
Rent and the Public Charges shall be prorated and paid by the
Developer to the effective date of such acquisition.
16 , 2 Proration of Condemnation Awards, ifi the evefit
Premises or part thereof, and the Improvements thereon shall be
aequired under the exercise of the right of eminent domain at any
time during the Lease Term, the division of the compensation
therefor shall be based upon the respective interests at law of
all parties having an interest in the Premises. Any portion of
such compensation attributable to the Improvements shall be applied
to retire mortgage indebtedness in the order of its priority and
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= 17. DEFAULT - TERMINATION.
17.1 Default by Developer. There shall be an event of
default by Developer under this Lease if:
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(a) Developer shall fail to pay any installment of Base
Rent or Performance Rent due City when and as the same becomes due
and payable and such failure shall continue for more than ten (10)
days after written notice thereof from City to Developer.
(b) Developer shall default in the payment of any
indebtedness for borrowed money secured by an lien on Developer's
interest in the Premises (whether or not Developer is personally
liable for such indebtedness), or shall fail to perform or comply
with any of the terms of such indebtedness, or of any instruments
relating thereto, beyond any grace period provided with respect
thereto, and such default shall not have been waived; or
(c) Developer shall fail to perform or comply with any
other material term or provision hereof and such failure shall continue
for mote than thirty 000) days after City shall have giVeh beveiofser
notice of such failure.
(d) Developer shall make a general assignment for the
benefit of creditors, or shall admit in writing its inability to pay
its debts as they become due or shall file a petition in b ankruptcyk
or shall be adjudicated a bankrupt or insolvent, or shall file a
petition seeking any reorganization,
adjustment, liquidation, dissolution
arrangement, composition, re -
or similar relief under any
present or future statute, law or regulation, or shall file an
answer admitting or shall fail seasonably to contest the material
allegations of a petition filed against it in any such proceeding,
or shall seek or consent to or acquiesce in the appointment of any
trustee, receiver or liquidator of Developer or any material part of
its properties; or
(e) Within 90 days after the commencement of any pro-
ceeding against Developer seeking any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar
relief under any present or future statute, law or regulation, such
proceeding shall not have been dismissed, or if, within 90 days
after the appointment without the consent or acquiescence of
Developer if any trustee, receiver or liquidator of Developer or
of any material part of its properties, such appointment shall not
have been vacated;
(f) Developer shall fail to give notice to City of the
securing of sufficient funds to construct the Improvements hereby
contemplated within six (6) months from the date of the execution
of this Lease and Agreement.
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Ih such etteht; bdt subject to Paragraph lle 5 (g) heteiii�
abovd, City, at any time thereafter, may give a written notice of
termination to Developer, and on the date, specified in such notice,
which shall not be less than t.iirty (30) days, this Lease and Agree -
tent shall terminate and the term hereof shall expire and all rights
of Developer hereunder shall cease, unless before such date specified
(i) all arrearages of Base Rent and Performance Rent payable to City
Under this Lease and (ii) all other defaults hereunder at that time
existing shall have been remedied. In the event of the occurrence
of (f) above, Developer's obligations hereunder shall cease.
17.2 Default by City. There shall be an event of
default by City under this Lease if (1) City shall have failed to
prepare the Premises for development in accordance with the provisions
hereof (2) City shall have failed to construct the Convention Center
referred to herein or shall have been delayed in completing same on
or before the date the hotel is completed (3) City shall have
failed to repair and maintain the Convention Center as contemplated
hereby and (4) City shall have failed to comply with any other
material term or condition hereof. In such event Developer at
any time thereafter, may give a written notice of termination to
City, and on the date specified in such notice, which date shall
not be less than thirty (30) days, this Lease and Agreement shall
terminate and Developer's oligations hereunder shall cease, unless
before such date City shall have cured the default. In the event
of a delay by City in completing the Convention Center as contemplated
by (2) above, City shall be required, as an element of damages, to
incur the additional interest expense payable by Developer to its
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inottgage lender Until such tune as the Convention Centet is completed.
beveloper's exclusive remedy, in addition to the termination rights
hereinabove provided, shall be arbitration or legal action against
City.
17.3 Obligations, Rights and Remedies Cumulative.
The specified rights and remedies to which either City or Developer
may resort under the terms of this Agreement are cumulative in
nature and are not intended to be exclusive of any other remedies
or means of redress to which City or Developer may be lawfully
entitled.
17.4 Non -Action on Failure to Observe Provisions of
Agreement. The failure of City or Developer to insist upon strict
performance of any term, covenant, condition or provision of this
Agreement shall not be deemed a waiver of any right or remedy that
City or Developer may have, and shall not be deemed a waiver of a
subsequent default of such term, covenant, condition or provision.
17.5 Non -Performance Due to Causes Beyond Control
of Parties. In the event performance of any of their respective
covenants, agreements or obligations under this Lease or Agreement
by City or the Developer is prevented, interrupted or delayed by
causes beyond its control, including but not restricted to strike,
riot, storm, flood, acts of God or of the public enemy, acts of
the Government, acts of the other party, fires, epidemics, qu.i'-+ntine
restrictions, freight embargoes and unusually severe weather, or
delays of sub -contractors due to such causes, and not caused by any
act or failure to act by the party thereby delayed in such per-
formance, the date or time or times for the performance of such
covenant, agreement or obligation by City or the Developer shall
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be e tended for a period of time equal to the number of days the
petforinance of such covenant, agreement or obligation by City
or the Developer is so prevented, interrupted or delayed and, in
such case, neither City nor the Developer shall be liable for any
costs, losses, damages, injuries or liabilities caused to or suffered
or incurred by City or the Developer in connection with such
covenant, agreement or obligation. In the event that City or the
Developer intends to avail itself of the provisions of this Section,
City and the Developer shall give written notice of such intent to the
other; such notice to be given is not to exceed fifteen (15) days from
the date performance of such covenant, agreement or obligation was
so prevented, interrupted or delayed.
17.6 Surrender of Premises. Upon the expiration of the
Lease Term hereunder in respect to the Premises pursuant to this
Paragraph 17 or any other provisions hereof, it shall be lawful
for City to re-enter and repossess the Premises and the Improvements
thereon without process of law, and the Developer, in such event,
does hereby waive any demand for possession thereto, and agrees to
surrender and deliver the Premises and the Improvements thereon
peaceably to City immediately upon such expiration or termination
in good order, condition and repair, except for reasonable wear and
tear.
17.7 Ownership of Equipment and Furnishings on
Termination. Upon expiration or termination of the Lease Term,
title to all equipment and furnishings on the Premises shall vest
in City, subject to then existing valid liens and mortgages.
17.8 Party in Position of Surety with Respect to
015,ii"atlOhS,, The beVelOpef, for itself and its su'eetedt§ and
assigns, and for all other persons who are or who shall become,
Whether by express or implied assumption or otherwise, liable upon
or subject to any obligation or burden under this agreement, hereby
Waives, to the fullest extent permitted by law and equity, any and
all claims or defenses otherwise available on the ground of its
(or their) being or having become a person in the position of a
surety, whether real, personal, or otherwise or whether by agree-
ment or operation of law, including, without limitation on the
generality of the foregoing, any and all claims and defenses based
upon extension of time, indulgence, or modification of terms of
contract.
18. DEVELOPERS CONTRIBUTION TO CONVENTION CENTER.
Upon the completion of the Convention Center contemplated
hereby and the issuance by the appropriate governmental authorities
of the Certificate of Occupancy therefor, Developer shall purchase
furniture, fixtures and equipment for use in the Convention Center.
Such expenditure by Developer shall be in the amount of Five
Million ($5,000,000.00) Dollars. Ownership of such furniture, fix-
tures and equipment shall remain in Developer and Developer shall
use such furniture, fixtures and equipment in the Convention Center.
Such purchase by Developer, which when added to amounts already ex-
pended on or reserved for said Convention Center shall be in an
aggregrate amount sufficient to complete and fully equip said Con-
vention Center. Specifically, it is understood by City that said
expenditure by Developer is the only amount Developer shall expend
in connection with such Convention Center.
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19.1 Non-Discritihatiohi The beVeloter agrees it will
het discriminate upon the basis of race, color, creed, national origin,
age or sex in the construction, sub -leasing, use, occupancy or operation
of the Premises or the Improvements to be erected thereon, and that
each contract, sub -lease or agreement with respect thereto shall
specifically contained this provision.
19.2 Equal Opportunity Provision.
(a) In the construction and operation of the Improvements
neither Developer nor any contractor or manager employed by Developer
shall discriminate against any employee or applicant for employment
because of race, color, religion, age, sex or national origin, and
they shall take affirmative action to ensure that applicants are
employed, and that employees are treated during employment without
regard to their race, color, religion, age sex, or national origin.
Such action shall include, but not be limited to, the following:
Employment, up -grading, demotion, or transfer; recruitment or re-
cruitment advertising, layoff or termination; rates of pay or other
forms of compensation, and selection for training, including apprentice-
ship. The Developer agrees to post in conspicuous places, available
to employees and applicants for employment, notices to be provided by
City setting forth the provisions of this Equal Opportunity Clause,
and to cause any contractor, sub -contractor or manager to do likewise.
(b) The Developer and any contractor or manager shall, in
all solicitations or advertisements for employees placed by them or
on their behalf, state that all qualified applicants will receive
consideration for employment without regard to race, color, religion,
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age, tek or national origins They shall send to eadh l " `or union
or representative of workers with which they, or any of them, have
a collective bargaining agreement or other contract or understanding,
a notice, to be provided by City, advising the labor union or workers;
representative of their commitments under this Equal Opportunity
Clause, and shall post copies of the notice in conspicuous places
available to employees and applicants for employment. Any con-
tractor or sub -contractor shall comply with all provisions of Executive
Order No. 11246 of September 24, 1965, and of the rules, regulations
and relevant orders of the Secretary of Labor and shall furnish all
information and reports required by Executive Order No. 11246 of
September 24,1965, and by the rules, regulations, and orders of the
Secretary of Labor, or pursuant thereto, and will permit access to
its books, records and accounts by City and the Secretary of Labor
for purposes of investigation to ascertain compliance with such
rules, regulations and orders.
19.3 Certification of Nonsegregrated Facilities. Deve-
loper certifies that it does not maintain or provide for its employees
any segregated facilities at any of its establishments, and that it
does not permit its employees to perform their services at any
location, under its control, where segregated facilities are maintained.
Developer certifies further that it will not maintain or provide for
its employees any segregated facilities at any of its establishments,
and that it will not permit its employees to perform their services
at any location, under its control, where segregated facilities are
maintained. Developer agrees that a breach of this Certification
is violation of the Equal Opportunity Clause of this Agreement. As
used in this Certification, the terms "segregated facilities" means
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•any Waiting rooms, work areas, test rooms and Wash rooms, restaurants,
and other eating areas, time clocks, locker rooms and other storage
or dressing areas, parking lots, drinking fountains, recreation or
entertainment areas, transportation, and housing facilities provided
for employees which are segregated by explicit directive or are
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in fact segregated on the basis of race, color, religion, or national
El origin, because of habit, local custom or otherwise. Developer
further agrees that it will obtain identical certifications from
proposed contractors, sub -contractors and managers prior to the award
of. any contracts and that it will retain such certifications in its
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files.
ME 19.4 Arbitration. All claims, disputes and other matters
in question arising out of, or relating to, this Agreement or the
breach thereof, shall be decided by arbitration in accordance with
the Rules of the American Arbitration Association then obtaining
unless the parties mutually agree otherwise. The Developer shall
carry on the work and maintain the Developer's schedule durir_;
any arbitration proceedings, unless otherwise agreed by it awl City
in writing.
19.5 Right of Inspection. During the term of this Lease,
City or its authorized agent may enter upon the Premises at reasonable
times for the purpose of making inspections of the same. During
the last six (6) months of the term hereof, City or its authorized
agents may bring onto the Premises such persons who are interested
in purchasing or leasing the same as City may invite for the purpose
of inspecting the Premises.
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15,6 Acdess to Premises, Prior to the commencement
f the Construction, City shall permit representatives of the beiteloper
te, have access to any part of the Premises as to which the City
holds title at all reasonable times for the purpose of obtaining
data and making various tests concerning the Premises necessary
to carry out the Agreement.
19.7 Recognition of Mortgagee Requirements. Notwith-
standing the provisions of this Lease and Agreement for Private
Development to the contrary, Developer and City recognize that
construction and permanent mortgage financing lenders will impose
certain requirements and conditions prior to funding their com-
mitments which may not be totally consistent with the provisions
hereof. Among other things, it is recognized that lenders may require
the separation of the lease and developmental provisons of this
Agreement in order to produce a mortgagable lease whit insures
lenders of a first lien position. Accordingly, Develu„er and City
agree that in such event each shall be obligated to accept changes
which are commercially reasonable and consistent with the lending
community industry standard, and agree to amend this Lease and
Agreement to conform thereto. If Developer and City are unable
to agree upon amendments which will conform to such requirements,
Developer may thereupon elect to terminate this Lease and Agreement
for Private Development without further liability to City. Upon
such termination, City and Developer shall be released from all
further liability to each other.
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10.8 Right of Pirst Refusal: If wit ihih five (5) years
fr th the date hereof City shall decide to develop additional
facilities on the Dallas Park hotel site, which site is more
pattidularly described in Exhibit "E", Developer shall have a
tight of first refusal to lease, construct and operate such
facilities upon the terms and conditions hereinafter set forth;
(a) Developer shall have such right of first refusal
only if at the time City decides to develop such additional
facilities or receives a proposal to do so from a third party,
the hotel to be constructed pursuant to this Lease and Agreement
hasbeen constructed in accordance with the terms hereof and is
being operated as a first-class hotel.
(b) If City shall decide to develop such additional
facilities or receives a proposal to do so from a third party, it
shall give written notice of such determination or receipt to the
Developer.
(c) The terms and conditions upon which such additional
facilities shall be leased, constructed and operated shall be as
then agreed, but in the case of a proposal from a third party, shall
not be less favorable to City than those proposed by any such third
party.
(d) If City and Developer are unable to agree upon terms
and conditions for construction and operation of such additional
facilities within six (6) months after receipt of the foregoing
notice from City, City shall be free to contract with any other party
for construction and operation of such additional facilities, provided
that the terms and conditions of such contract shall not be less
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faverabie to City than the t-ertns and dohditi6h iast offered tt5
City by Developer.
(e) Developer's shall have no rights under this Paragraph
19.8 after five (5) years from the date hereof.
19.9 Pre -Opening. Developer agrees to make available for
pre -opening, pre -promotion and pre -selling expenses the sum of Two
Hundred Fifty Thousand ($250,000.00) Dollars as its share of such
expense in promoting the Hotel and Convention Center: it is re-
cognized that substantial additional pre -opening expenses will be
required. A mutually acceptable budget therefor shall be prepared
by Developer, its Hotel Manager, and the City. The City shall be
required to fund such budget in excess of the $250,000.00 and not
less than a total of $500,000.00. Any disputes regarding such
budget shall be submitted to arbitration, however the arbitrators
are to take into consideration budgets for similar facilities of
the size and character of these facilities as being a standard of
reasonableness.
It is understood that the Budget for pre -opening expense
shall be $500,000.00 unless otherwise approved by The Commission
of the City of Miami.
19.10 Participation In Civic Functions at Convention
Center. Developer agrees that it shall annually make avai l.,la le
matching funds with City or City's designee, an amount not to
exceed $100,000.00 for the sponsoring of cultural, civic or
other events at the Convention Center which will result in the
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P`ohotioh of the City# the Convention Center and the Motel:
19,11 Lease Renewal. This Lease and Agreement for
t'rivate Development may be renewed for an additional forty-five
(45) years after the expiration of the initial term hereof,
provided the Developer is not then in default, upon the following
conditions:
(a) In consideration of such renewal of this Lease and
Agreement, the Developer agrees to extensively refurbish, update,
and modernize the Developer's Fixtures, Furnishing and Equipment
within one year after the commencement of such renewable term or
show evidence that Developer has done same before the commencement
of such renewable term.
(b) In refinancing the Private Development for purposes
of refurbishing as required in aforementioned paragraph, the City
and the Developer shall renegotiate the financial terms of this
Agreement with the intent of increasing the Base Rent to the City
and increasing the City's share of Net Operating Profit as Per-
formance Rent.
19.12 Coordination of Maintenance and Repairs. City
and Developer expressly recognize that in the fulfillment of their
respective obligations to maintain all repair the Convention Center
and the Iiotel, certain functions and responsibilities will overlap
by virtue of the joint use of machinery and equipment. Accordingly,
it is understood that a more detailed schedule of maintenance re-
sponsibility shall be decided upon prior to the opening for business
111111111111111111111111111111111111111111111110111111111111
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of the Convention Center or the Hotel, Such detailed schedule of
Maintenance responsibility shall provide for the City making the
determination of disputed areas of responsibility, with the Developer
retaining the right to contest such determination and seek reimburse-
ment through arbitration but only after such repair or maintenance is
completed.
19.13 Abatement of City Taxes During Construction Period.
During the construction period hereby contemplated, Developer shall
have no obligation to pay City real property ad valorem taxes or
City personal property taxes.
19.14 Notices. All notices, demands or other communications
Which may be or are required to be given by either party to the
other in writing shall be deemed given and delivered if delivered
in person or if
and addressed:
TO DEVELOPER
sent by registered
Miami Center Associates, Ltd.
c/o Worsham Bros. Co.
1401 W. Paces Ferry Road, N.W.
Suite 2-E
Atlanta, Georgia 30327
The address to which
to time by a writing
change of address is
given.
Notice shall
notice
or certified mail, postage prepaid
TO CITY
City of Miami
City Hall
3500 Pan American Drive
Miami, Florida 33133
Attention: City Manager
is to be sent may be changed from time
delivered
received,
be deemed
delivered to the address
is accepted or the party
that address.
to the other party. Until notice of
a party may rely upon the last a'.-1ress
given, if notice is by mail, wh.--i1
set forth above, whether or not the letter
to whom it is addressed is in fact then at
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in415 Provisions of Law beeined InClu e : Each and every
tbVision of law and clause required by law to be included in this
Agreement shall be deemed to be included herein, and this Agreement
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shall be read, construed and enforced as though the same were in -
eluded herein. If, through mistake, inadvertence or otherwise,
any such provision or clause is not included herein or is incorrectly
included herein, the, upon application of either party hereto, this
Agreement shall forthwith be amended to include the same or to
correct the inclusions of the same.
19.16 How Agreement Affected by Provisions Held Invalid.
If any provision of this Agreement is held invalid, the remainder
of this Agreement shall not be affected thereby if such remainder
would then continue to conform to the requirements of applicable laws.
19.17 Applicable Law and Construction. The laws of the
State of Florida in which the Premises are located shall govern the
validity, performance and enforcement of this Lease. The submission
of this document for examination does not constitute an offer to
lease, or a reservation of or option for the premises and becomes
effective only upon execution and delivery thereof by City and
Developer. All negotiations, considerations, representations and
understandings between the parties are merged herein and may be
modified or altered only by agreement in writing between the parties.
The headings of the several articles contained herein are for
convenience only and do not define, limit or construe the contents
of such articles. This Lease has been negotiated by City and Deve-
loper and the Lease, together with all of the terms and provisions
hereof, shall not be deemed to have been prepared by either City
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Or # 1 per, but by both equally.
19.18 Amendments. This Agreement may be amended only by
Wtitten document, approved by the Commission of the City of Miami and
duly executed by the parties hereto or their assignees, evidencing the
mutual agreement of the parties hereto to such amendment.
19.19 Gender and Number. Words of any gender used in this
Lease shall be held to include any other gender, and words in the
singular number shall be held to include the plural (and vice -versa),
when the sense requires.
19.20 Award of Contract. The Developer warrants that he
has not been employed or retained any company or persons to solicit
this Agreement, that he has not paid or agreed to pay any company or
persons any fee, commission, percentage, brokerage fee, or gifts or
any other considerations contingent upon or resulting from the award
or making of this Agreement.
The Developer also warrants that to the best of his
knowledge and belief no commissioner, mayor, or other officer or
employee of the City is interested directly or indirectly in the
profits or benefits of this Agreement or the job, work, or services
for the City in connection with the contract or construction of this
project.
The Developer is aware of the conflict of interest clause
of the City of Miami, Dade County, and the State of Florida and agrees
that he shall fully comply in all respects with the terms of said
clause.
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IN WttNEsI WHEREOF, the parties hereto have set thdir
hdhds as of the day and year first above written.
`ATTEST
ATTEST:
NOI Attt 1-78UL 5:. ;: Of G1.06iMA Al IARGE
MY C""•AIS'SION =:-'1};14JUNE I4 1978
E''.NDED !i'.,'U GEN:RAI IIvf:U^I.NCE UNDERWRIIERE
THE CITY OF MIAMI (a municipal
corporation of the State of Florida)
City Manager
MIAMI CENTER ASSOCIATES, LTD
aFlorida Limited Partnership
MIAMI CENTER ASSOCIATES, INC.
l ' s
General Partner
APPROVED AS TO FORM AND CORRECTNESS APPROVED AS TO CONTENT
ames J. onnolly, oject Director
Convention Center
II I II •IIII 1 ■IIII I IIII■
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3.21 MORTGAGEABLE LEASEHOLD, it is the spedifid ih
thiitioii of the parties hereto to create a Mortgageable Leasehold
Estate which is insurable by a nationally recognized title
insurance company subject only to its standard exceptions. To the
extent an insurable leasehold estate has not been created hereunder,
City and Developer agree to amend provisions hereof in order to
make such leasehold estate acceptable for title insurance as above,
III IIII IIII1111iimI itim III ii III■iunn■uIII■
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"SUPPORTIVE
DOCUMENTS
FOLLOW"
A RESOLUTION AUTHORIZING THE CITY MANAGER
TO EXECUTE AN AMMENDED LEASE AND AGREEMENT
WITH MIAMI CENTER ASSOCIATES, LTD., THE
PRIVATE DEVELOPER OF THE IHOTEL AT THE CITY
CONFERENCE/CONVENTION CENTER INCORPORATING
ALL THE MODIFICATIONS, CLARIFICATIONS AND
AMPLIFICATIONS AS PER THE ATTACIHED
AMMENDMENT NO. 1.
s
WHEREAS, the City has entered into Agreement with
MIAMI CENTER ASSOCIATES, LTD., (DEVELOPER) by Resolution
No. 77-820, dated 19 October 1977, and No. 78-74, as amended,
dated 24 January 1978, to provide, among other things a base
structure for the Improvements which will be constructed by
the DEVELOPER, at the site of the City of Miami/University
Miami James L. Knight International Center (PROJECT); and
WHEREAS, contained in said Agreement paragraph 19.7,
Recognition of Mortgagee Requirements, it is recognized that
the Mortgagee may require certain changes and provisions in
said Agrement, and;
WHEREAS, the Developer has secured a mortgage for
$26,000,000 from Massachusetts Mutual Life Insurance Co.
subject to certain modifications and provisions;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION
"DOCUMENT INDEX
THE CITY OF MIAMI, FLORIDA: ITEM NO. l
rI
That the City Manager be authorized to e ecute an
ammended Lease and Agreement with Miami Center Associates,Ltd.,
the private developer of the hotel at the City's Conference/
Convention Center incorporating all the modifications,
clarifications and amplifications as per the attached
amendment No. 1.
PASSED AND ADOPTED this day of
ATTEST;
RALPH G. ONGIE, CITY CLERK
PREPARED AND APPROVED BY;
ROi3ERT F, CLARK
ASSISTANT CITY ATTORNEY
MAURICE A. FERRE, MAYOR
ED 1S TO FO M A l C•RRECTNESS;
ORS ' F. KNOX, JR
CIT ■ATTORNEY
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MNIEW
SIMOrm-
M119,1=MI:
AMtNbMttT . t?_b_._ 1
ISO CEASE ANb AGREEMENT FOR PRIVATE bEVELORMEI
This AMENDMENT NO. 1 is made and entered into at Miam
Florida, this day of , 1978, by and between CITY OF
MIAMI, a Municipal Corporation under the laws of the State of Florida
(hereinafter referred to as "City"), and MIAMI CENTER ASSOCIATES,
LTD., a Florida Limited Partnership (hereinafter referred to as
"Developer"), and amends that certain LEASE AND AGREEMENT FOR PRIVATE
DEVELOPMENT dated April 20, 1978 (the "Lease and Agreement") between
City and Developer.
W I T N E S S E T H:
WHEREAS, the Lease and Agreement contemplated that certain
provisions therein contained would be modified, clarified and/or
amplified between the Parties from time to time, for the uses and
purposes therein expressed, and, the said Parties have agreed to
certain said modifications, clarifications and amplifications, which
they are desirous of reducing to writing.
NOW, THEREFORE, in consideration of the premises, and of
other good and valuable considerations this day in hand paid by the
Parties hereto each to the other, the receipt and sufficiency of
which are hereby acknowledged, the City and Developer agree that said
Lease and Agreement is modified, clarified and amplified, as follows:
"SUPPORTIVE
DOCUMEN-N
FOLLOW"
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1) The terms of reference used herein are the same tettis of
ttfttthde used in the Lease and Agreement,
2) Article 2. EXCEPTED PREMISES is amended by adding
thereto the following:
Reference to Developer not denying or providing adequate
services for the operation of the Excepted Premises, means
that the Developer will not cut off or prevent City and
other occupants of Excepted Premises from having
utilization of accessways and provisions for utility
services which may run through portions of the property
demised to the Developer. Although Developer may provide
by contract such things as catering service and other
amenities or services from time to time, it is understood
that the recipient thereof shall pay the reasonable charge
therefor and that said provision does not require providing
services for operation of Excepted Premises at Developer's
expense.
3) Article 4. RENT is amended by adding to Section 4.2 A(1)
the following:
(xii) Any tax which is levied on rents ', r the State of
Florida or any other governmental body which is
required to be paid by Developer, and discounts
which may be granted to groups or group business
not to exceed twenty (20%) per cent of the rack
rates.
fn determining operating expenses under 4.2
A(1)(i), the expenses included shall be those
which are due and imposed, or accrued, during
each applicable accounting period, without
regard to whether or not the same may be paid
during such period, and the same shall be true
with regard to the other following items (ii)
through (xii) hereof.
(kiV) Should any mortgagee holding a mortgage upon the
interest of the Developer or its successors under
the Lease and Agreement succeed to the position
of Developer, by way of foreclosure or assignment
in lieu of foreclosure, then when calculating
performance rent there shall still be deducted to
determine net operating profit a sum which is
$2,450,000 or $4,900 per room, whichever is
greater, to assure a return upon investment in
lieu of payment of debt service and priority
return to equity capital investors.
And, Section 4.2 B(3) is amended as follows:
Reference in this Section 4.2 B(3) in the first sentence
thereof to Section 4.2 A(1) (i)-(xi) means 4.2 A(1) (i)-
(xiv). And, the last sentence of Section 4.2 B(3) is
deleted and there is substituted therefor the following:
If funds are not available after payment by Developer of
those items enumerated in 4.2 A(1)(i)-(xiv), no Performance
Rent shall be payable to City under Section 4.2 A or 4-2 B
hereof, but there shall be due to City the minimum
Performance Rent in 4.2 C hereof.
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Afid 5edtion 4,2 A is afnended by adding new Sedtioh 4,2 C At
f li ttt
et An amount which is in accordance with the following
Schedule
YEAR
MINIMUM
PERFORMANCE RENT
1 $150,000,00
2 "SUPPORTIVE 175,000.00,000.00
5
DOCUMENTS 200,000.00
FOLLOW" 200,000.00
225,000.00
225,000.00
9 250,000.00
10 throuch expiration
of Lease Term 250,000.00
Provided, however, that if the greater of the Performance
Rent calculated pursuant to 4.2 A or 4.2 B hereof is less than the
Minimum Performance Rent specified in this 4.2 C hereof, then said
Performance Rent shall be that specified in 4.2 C hereof as the
Minimum Performance Rent for such year, but in said event the
difference between the Performance Rent paid for each year which is
the greater of that calculated under 4.2 A or 4.2 B hereof and the
Minimum Performance Rent calculated in 4.2 C hereof shall be accrued,
without interest, and the amount of such accruals of unpaid Minimum
Performance Rent shall be paid by Developer to City at the end of each
tenth (loth) year during Term when Performance Rent shall be due and
payable, and shall be due and payable at the end of the forty-fifth
(45th) year of Term. Further, provided, that during each year of the
term if there are any funds available to the Developer after payment
of operating expenses (including Base Rent) and other items
enumerated in 4.2 A(1)(i-xiv), and there exists unpaid accrued
Minimum Performance Rent for any prior year or years, such funds
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available shall be applied to the payment of said unpaid acctued
Mihihum Performance Rent. And, if at the end of each ten (10) year
period during term, any unpaid accrued Minimum Performance Rent is
still outstanding, the Developer shall not be in default for
nonpayment thereof as long as all funds available to the Developer
after required payments for operation, maintenance and primary debt
service are applied to the payment of said unpaid accrued Minimum
Performance Rent until the same is fully paid.
If the amount of Performance Rent calculated pursuant to 4.2 A or
4.2 B is greater for any year than the Minimum Performance Rent
pursuant to 4.2 C hereof, then such greater Performance Rent shall be
applicable for said year.
Further, provided, that the payment of Performance Rent is
and remains subject to the provisions of Section 4.6 Subordination of
Rent, hereof.
And,Section 4.5 No Counterclaim or Abatement shall be amended
by adding thereto the following:
Fixed Rent, Performance Rent and all other sums payable by
Developer hereunder shall be paid without notice, demand,
counterclaim, setoff, deduction or defense and without
abatement, suspension, deferment, diminution or reduction
except that Developer shall have the right to setoff c/5
against payment of Fixed Rent, Performance Rent and all On
_to
other sums payable by Developer hereunder, such sums whichr�--- C —0
may be actually paid by Developer which are anywhere in Qn_i 0
---1
this Lease and Agreement prescribed to be obligations of -._._j
ow..
CI)
City which are payable by City to Developer or to others el
- 5
1111111111111111111111111111I11111111111 IIIIIIIIIII
•
pertaining to the Convention Center (for example, and not
by way of limitation, payment by Developer of City's oblige
Lions for any real estate and/or personal property taxes,
and for insurance premiums owed by City on insurance
required to be carried by City hereunder and for
Maintenance, repair and/or replacement of the Convention
Center, and any of City's furniture, fixtures and equipment
therein, the maintenance and repair and/or replacement of
which are necessary to the support of the Developer's
Improvements and provide access and other support for the
overall facility).
And, Section 4.6 Subordination of Rent, is amended as
follows:
Reference in Section 4.6 to Section 4.2 A(1) (i-xi) means
Section 4.2 A(1)(i-xiv).
4) Article 5. CONSTRUCTION OF IMPROVEMENTS is amended by
adding to Section 5.2 Developer's Obligation to Construction
Improvements the following:
As to whether Improvements are "fully equipped and stocked,
and ready to commence business", the determination by Hyatt
Corporation as to whether such requirement has been met
shall be binding upon City and Developer. As to whether
the Developer has been "adequately capitalized", such
matter shall be determined to the satisfaction of City,'( )
-:-
.prior to the time that Developer commences construction off-- ,_:
its Improvements, which will include demonstrating to City-,7,- �w
that Developer has available adequate equity funds required •!- -_
over and above amount of its construction and permanent
- 6 -
metered so that there can be easily determined the
respective obligations of the Parties for the hot and
- 7 -
l ah financing, and once so determined, the matter of
beVeloper's capitalization shall not again be the subject
rot inquiry by the City with respect to determining
Developer's entitlement to standing under the Lease and
Agreement.
And, to Section 5,12 Cancellation or Discharge of Liens Filed
add the following:
If, because of any act or omission of the City, or any
contractor or sub -contractor, any mechanics' or
materialmen's lien or other lien for labor, material, fuel,
machinery or supplies shall be filed against the Premises,
or any building, structure or improvement thereon, or
against the Developer, the City, at its own cost, shall
within thirty (30) days of filing of such lien, cause the
same to be cancelled and discharged of record, bonded off
or satisfied by title opinion acceptable to Developer.
5) Article 7. UTILITY SERVICE is amended by adding to
Section 7.4 Cost of Utility Services, the following:
Cost of producing hot and chilled water shall be exclusive
of depreciation, taxes and manpower (other than that
associated with the direct day to day operation of the
production of the hot and chilled water), although the cost
0 CA'
will include the actual expense of maintenance, repairs, -n CD
n n -0
replacement and reserve. Further, to the extent practical(-- C -�
and feasible the various portions of the Demised Premises
C�
rri
and Excepted Premises shall be separately metered or check*
�C
rn
AMMU
Chilled water, as well as for all other utility setvidet
• Whetevet such provisions may be applicable.
6) Article 8 CONVENTION CENTER FACILITIES is amended by
adding to Section 8.4 Maintenance of Convention Center, the
following:
Eaid reserves shall also be sufficient to accomplish the
MM
City's obligations under Section 15.3 hereof. If the City
gg
mg fails to properly maintain the furniture, fixtures and
mm
EE
equipment provided by it (including those provided with
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ma
mm
benefit of the Developer's contribution) or fails to make
mm
payment therefor from reserves established for such
purpose, then, to the extent that Developer or its Lender
shall perform any said maintenance, repair or replacement
to City property, and/or shall pay for the same, the
Developer shall be entitled to an offset against rents due
City. The reserve shall be funded in cash each year in the
amount of $100,000 per annum, and the balance on hand from
time to time may be invested in interest bearing account or
accounts, with interest earned thereon to inure to the
benefit of the City.
And, a new Section 8.6 shall be added as follows:
8.6 Management of Convention Center (Excepted Premises).
The Excepted Premises owned by the City, excluding portions leased to
University, shall during the term be placed under a Management
Agreement with a professional management company, experienced in
"$UPPORPVF
OCCUIVIENTS
FOLLOW„
thahagetient of Convention Centers, acceptable to City, Developer and
__ beveloper's First Mortgage Lender in form and content satisfactory to
m them to assure that the respective Demised Premises and Excepted
= premises, excluding portions leased to the University, will both be
maintained and operated in a first class manner and that the
MM
•
operations can be properly coordinated although in making provisions
for use and availability of such portion of the Excepted Premises,
the City will be given a priority as to availability for conventions
and other affairs, and in compliance with any of City's obligations
to the University. Further, the portions of the Excepted Premises
leased to University shall be placed under a Management Agreement
with the same professional management company with regard to the
performance of custodial and maintenance functions only subject to
the understanding that if the quality of custodial and maintenance
service is not satisfactory to University, University shall have the
right to provide its own such services.
And, a new Section 8.7 shall be added as follows:
8.7 Time for Performance by City. As the matter of time
limits is vital, and the Developer has adequately represented to the
City the time or times within which the Developer will do or perform
certain things, it is the case that the Developer's performance is
dependent upon performance by the City, and the City therefore
covenants with the Developer to do and perform certain things within
the following prescribed time limits:
iniuimIIIumaIIIi.I
A) The Design Development Plans and Specifications for
the improvements to be constructed by City must be completed on or
before October 20, 1978, and must be reviewed and approved in writing
by the Developer, on or before November 20, 1978, which written
approval will not be arbitrarily or unreasonably withheld.
B) Thereafter, the City must commence construction of
the Convention Center and complete the same to the point that
possession of so much thereof as may be necessary in the premises can
be tendered to the Developer on or before November 20, 1979,
accompanied by certifications by the City and by the
Architect/Engineers to Developer confirming that the base is in such
state of completion that the Developer may commence construction of
the Hotel Tower upon the Convention Center, and that the structural
and supporting elements of said Convention Center have been completed
in substantial compliance with the Plans and Specifications.
C. Thereafter, the City must finally complete
construction of its improvements on or before November 20, 1981,
which includes completion of the Central Plant (hot and chilled
water), the installation of all furniture, fixtures and equipment in
the City's portion of the Excepted Premises, and it is said date by
which the parking facilities, public park and river walk must also be
completed. The completion of all of the last mentioned facilities by
the City should be accomplished so as to be completed in timely
concert with completion of construction of the Developer's
Improvements by Developer, all of which can be coordinated and
anticipated between the Parties during the cu e of construction.
"SUPPORTIVE
PORTIVE
DOCUMENTS
FOLLOW"
10 -
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1) Article 9 PARKING, is amended by a.dding thereto the
following new Sections 9.3 and 9.4t
9.3 Approval of Plans by Developer and Time to Complete
Parking Facilities. The Plans and Specifications for the parking
facilities shall be completed at or about the same time that the
construction of the Convention Center is completed by City to the
point that the portions thereof are turned over to the Developer for
commencement of construction of the Developer's Improvements as
established in Section 8.7 hereof, and the City agrees to cause such
parking facilities to be constructed so that the same is completed in
timely concert
Improvements.
ties shall be
with completion of construction of the Developer's
The Plans and Specifications for the parking facili-
subject to the
Parking facilities
ways to and from,
facilities.
reasonable .approval
of the
Developer.
includes pedestrian passageways providing
or between, the subject Project
and said
access -
parking
9.4 Additional Parking Facilities. In the event on any
abutting or adjacent parcel now or hereafter owned by the City, the
City constructs or permits there to be constructed any Project,
whether an apartment, hotel, office or other commercial structure,
which will increase and/or impose upon the parking facility to be
constructed by City pursuant to Section 9.1 of the Lease and Agreeme-
nt greater demand and/or demands for parking facilities which would
prevent City from meeting its obligations to provide the parking
facility for Developer and its guests, tenants and invitees, as
"SU P ORTNE
DOCU I'vI FNTS
FOLLOW"
i fequifed Under said tease and Agreement, then the City shall not
Undertake such project unless the City shall provide simultaneously
• additional parking facilities of a similar nature or surface parking
so that there will be existing adequate parking to serve both the
ii subject Project, the additional project and public users.
• 8) Article 11 EQUITY INVESTMENT CAPITAL AND MORTGAGE FINAN-
CING, is amended by adding a new Section 11.5(h), as follows:
MI
11.5(h) Additional Rights of Mortgagee Upon Developer's
Default. In addition to any other rights of the Developer's Lender
set forth herein, and supplementing the same, City agrees to the
MEfollowing:
(1) In the event of the Developer's default prior to
completion of the improvements, if the holder of any mortgage upon
the Developer's interest in the Lease and Agreement, after having
been given written notice of such default by City, elects to fore-
close its Mortgage, and agrees if successful to comply with the
obligations of the Developer with respect to completion of the
improvements, or prior to or during any foreclosure such holder of
the Mortgage is in good faith attempting to place itself in a
position to comply with the Developer's obligations with respect to
completion of the improvements, the City shall not terminate the
Lease and Agreement by reason of such default as long as the holder of
such Mortgage is pursuing with due diligence such acts and undertak-
ings as will put it in a position to complete the improvements at the
earliest time possible within its control, all assuming that any
i
1-
obligations which may be cufed by the payineht of do iey to City of to
others have been paid,
(2) In event of Developer's default after completion of
the improvements, if the holder of any mortgage upon the Developer's
interest in the Lease and Agreement, after having been given written
notice of such default by City, elects to foreclose its Mortgage, and
agrees if successful to comply with the obligations of the Developer
with respect to curing such default, or prior to or during any
foreclosure such holder of the Mortgage is in good faith attempting
to place itself in a position to comply with the Developer's obliga-
tions with respect to curing such default, the City shall not
terminate the Lease and Agreement by reason of such default as long
as the holder of such Mortgage is pursuing with due diligence such
acts and undertakings as will put it in a position to cure such
default at the earliest time possible within its control, all assum-
ing that any obligations which may be cured by the payment of money to
City or to others have been paid.
9) Article 12 RESTRICTIONS ON USE, is amended by adding the
following to Section 12.1:
Such reference to City's renegotiation of its participation
hereunder is subject to the parameter that any renegotiated
participation by City shall be competitive with industry
standards in effect for other similar type facilities where
such gaming is permitted and is conducted from the demised
premises.
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"SUPPORTIVE , A A .� ✓E
,iCUP:,EN TS
F6LLOIV
u111 i 1 nisi iuu1I11111I
•Afti 'le 3 PtTb1C_,_CH ,RGEES i is amended b'Willi-
the f'olloWing as Section 13.3:
13.3 Payment of Public Charges by City. City will
promptly pay and discharge any public charges applicable to the
Excepted Premises, although City may be reimbursed for any such
charges applicable to portions of the Excepted Premises occupied by
the University, and City shall timely pay all real estate and/or
personal property taxes which may be levied and assessed, if not
exempt, against the land and all portions of the improvements, other
than the Developer's Improvements, including such taxes against
portions of the Excepted Premises occupied or used by the University,
although University may reimburse City for its share thereof.
11) Article 14 INDEMNIFICATION AND INSURANCE, is amended by
adding thereto a new Section 14.11, as follows:
14.11 Insurance Carriers: Mandatory Coverage. To the
fullest extent possible, in the best interest of City and Developer,
the City and Developer shall cause property, comprehensive general
liability and comprehensive automobile liability coverage to be
procured from the same insurance carrier or carriers, and with
respect to the property coverage to carry same on the basis of full
insurable value based upon replacement cost from time to time as
projected by such insurance carrier or carriers. Maintaining of
insurance by City and Developer is obligatory, and neither Developer
nor City shall be permitted to be self -insurers, except with regard
to the reasonable deductible applicable to property coverage.
i•
•
12) !ttidle 16 CONDEMNATION, is amended by adding thtteto
gedtioh 16.3, as follows:
16.3 Condemnation by City. Should thete be any condemna-
tion of the Developer's interest in the Demised Premises by the City,
then City agrees that in no event shall the condemnation award be
less than a sum which is equal to the Developer's cash equity plus the
amount due on the Mortgage or Mortgages then outstanding and placed
by Developer against the Demised Premises, without the foregoing
being intended in any manner to limit the amount which Developer may
be entitled to recover in condemnation by City under applicable law.
13) Article 17 DEFAULT TERMINATION is amended by adding to
Section 17.2, the following:
In addition to payment of interest expense incurred by the
Developer attributable to any delay caused by the City, the
City shall also pay such other reasonable costs and ex-
penses incurred by the Developer attributable to such
delay, which may include those such as additional Commit-
ment Fees to extend the Permanent Loan Commitment, or
additional cost to obtain a new Permanent Loan Commitment
if by reason of such delay the existing Permanent Loan
Commitment is canceled.
14) Article 18 DEVELOPER'S CONTRIBUTION TO CONVENTION
CENTER, is amended as follows:
By reason of the City incorporating Scheme No. 9 into the
revised Plans and Specifications for the Convention Center,
- 15
FOLLOW"
III II 11 IIIIIUIIIIIi IIIIIIUIIiUIDiU ID 1 MIIII I 11111111111 iii ■mim■
f h W it at City's eXpense provide 26,000 square feet of
etai1 space in the Convention Center to be demised here-
t►der to the Developer, Developer agrees that its contribu-
tion called for in Article 18 shall be increased from
$5,000,000 to $5,700,000, of which $5,300,000 shall be
payable at the same time and in the same manner as was
originally prescribed with respect to payment of the origi-
nal $5,000,000 contribution, and the additional $400,000
of this contribution shall be payable with interest calcu-
lated on the reducing principal amount due from time to
time at the per annum rate paid by City on its Revenue
fonds, as follows: $40,000 per annum inclusive of princi-
pal and interest applied first to interest and then to
principal, payable annually in arrears, in consecutive
payments, beginning one (1) year after the date on which
the Convention Center constructed by City and the Devel-
oper's Improvements are fully completed and operations have
commenced, such payments to continue until such time as the
full additional contribution of $400,000, plus all accrued
interest thereon, have been fully paid; provided that to
the extent that said retail space is not fully occupied,
based upon the average occupancy during each year preceding
the date on which payment is due, the amount of such
payment shall be reduced $1.53 per square foot of unoccu-
pied space, although in no event shall the payment ever be
"SUPPORTIVE
DOCUMENTS
FOLLOW"
i
1
sett than the amount due for interest. When the $400',000,
plus accrued interest has been paid, the Developer shall
have paid its complete $5,700,000 contribution and no fut.,
ther contributions shall be required to be made by Develo-
pet to City concerning Convention Center.
15) Article 19 MISCELLANEOUS is amended as follows:
Section 19.11(a) is amended by adding thereto the
following:
The provisions of this Section 19.11(a) providing for
E.
mm
Developer to extensively refurbish, update and modernize
the Developer's furniture, fixtures and equipment does not
include any obligation on the part of the Developer to
refurbish, update and/or modernize any Developer's equip-
ment located in the Excepted Premises acquired with the
Developer's contribution of $5,700,000, per Article 18
hereof.
And, a new Section 19.22 shall be added as follows:
19.22 Mutual Easements. Developer and City each grant to
the other, Easements through the necessary portions of the Demised
Premises and Excepted Premises to reasonably assure access to and
from the respective portions of the property owned and/or operated by
each Party, and to provide support for the improvements of each
Party, and to accommodate the construction, repair and replacement of
said improvements, including provisions for all utility lines and
related services.
DOCUAIENTS
FOLLOW"
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._:..,.
a flew Section 19.23 shall be added as follows:
19.23 Public Park and River Walk: The Project abuts a
ptsb1ic park and river walk area, and the City agrees that the Plans
and Specifications for such public park and river walk shall be
completed at the same time the Final Plans for the Convention Center
are completed by the City, and said Plans for the public park and
river walk shall be subject to Developer's reasonable approval. The
City agrees that the public park and river walk shall be used solely
for such purposes during the entire term of the Lease and Agreement,
and the City further agrees to complete the construction thereof in
timely concert with Developer's completion of construction of the
Developer's Improvements and to thereafter maintain the same in a
first class manner.
And, a new Section 19.24 shall be added as follows:
19.24 Development of Patricia Hotel Site. Should the
City develop plans for the improvement and utilization of the former
Patricia Hotel site, the Developer shall have the reasonable right of
approval of the design concept to determine that the same is
compatible with the present Project and does not in any manner
interfere with or harm the same, which right of approval will not be
arbitrarily or unreasonably exercised.
And, a new Section 19.25 shall be added as follows:
19.25 Rights of Developer to University's Portions of
Excepted Premises. In the event that the University's rights to use
its portion of the Excepted Premises is terminated, then City agrees
An
that if such portion of the Excepted Premises is hOt going to be
retained and operated by City in the same manner as is applicable to
City's other portions of the Excepted Premises, Developer shall have
the first right to use such space under an agreement to be reasonably
negotiated between City and Developer. Further, and/or in addition,
in the above event, if the right to use the portion of the Excepted
Premises originally leased to University is not transferred to, or
being exercised by, the Developer, then the Developer shall have the
right to approve the use of such space by the City or other party who
may succeed to the interest of the City with respect thereto, which
right will not be arbitrarily or unreasonably exercised. While the
University's rights have not been terminated under its Agreement of
April 1, 1977 with City, and City is entitled to have access on a
scheduled priority basis at reasonable rates to be established by
University to use the meeting spaces, and City does not elect to use
such space itself, then the City agrees such right may be exercised
by the Developer. Further, the City will not object to any agreement
reached directly between Developer and University pursuant to which
the University may permit Developer to use University's portion of
Excepted Premises from time to time.
And, a new Section 19.26 shall be added as follows:
19.26 Approval of University's Agreement by Developer.
The Agreement between City and University dated April 1, 1977, and
Letter Agreement between them dated April 10, 1978, shall only be
modified hereafter by City with the written approval of the
iME
beVe1.opeti and in fact said Agreement and Letter Agreement shall be
modified to the satisfaction of City, Developer and University to
inCotporate the provisions of Section
8.6 hereof pertaining
to
University's portion of the Excepted Premises.
And, a new Section 19.27 shall be added as follows:
19.27 Clarification of Intent. The fee simple title in
and to the land demised hereunder is vested in City, and any mortgage
by Developer will not extend to said fee simple title, but only to the
interest of the Developer, and the right of Developer to use the
land, under and in pursuance of the Lease and Agreement as amended by
this Amendment No. 1.
The Lease and Agreement shall be further amended to identify
the Plans and Specifications of City and Developer when the revisions
thereof have been agreed upon and approved by them.
Except as expressly amended hereby, the Lease and Agreement
shall remain in full force and effect as written.
At an appropriate time, upon request of City or Developer,
the Lease and Agreement, this Amendment No. 1, and any future
Amendment which may be made to the Lease and Agreement shall be
reduced to a single Instrument, all to the end that the covenants,
obligations and undertakings of City and Developer shall repose in a
single Document.
This Amendment No. 1 shall be binding upon the Parties in the
same manner and to the same force and effect as the Lease and
Agreement are binding upon them.
40.
ffi
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•
IN WiTNESg WiffRECAlt the partite hetetd have tet 'their
hands as of the day and year first above written.
ATTE8T:
THE CITY OF MIAMI (a tunitipal
corporation of the State Of
Florida)
By
City Clerk City Manager
APPROVED AS TO rokm PNID
CORRECTNESS
MIAMI CENTER ASSOCIATES, LTb.
a Florida Limited Partnership
MIAMI CENTER ASSOCIATES, INC.
General Partner
APPROVED AS TO CONTENT
George F. Knox, Jr., City Attorney James J. Connolly, Project
Director Convention Center
"SUPPORTIVE
DOCUMENTS
FOLLOW"
Tc Joseph R. Grassie
City Manager
, 1
James
J. Connolly
t Project Director /
CttY OF MIAMI, FLORIDA
INtER•OPTICE MEMORANDUM
DATa September 22 t 1978
SUtlJECT'
ritifE.hCt47:
tILC
Convention Center) Financing
The development of the City of Miami/University of Miami James L.
Knight International Center is now ready to go into its construction
phase. In order to facilitate that construction the City will need
to develop a financing method which will provide all of the necessary
cash other than the base construction budget which has already been
appropriated.
Through the efforts of the developer we have been able to determine
that the project as it is currently planned will be able to support
the revenue bonding issue which will make the following project necess-
ities:
1. Project Expansion. The project initially was planned for
300 rooms but the feasibility study conducted indicated that a 600
room hotel was more appropriate. In consequence the supporting space
has been expanded including the addition of nine more meeting rooms in
the City's facility. This expansion has an additional cost of $1.2M.
The developer has agreed to increase his contribution to the City by
$700,000 which would pay for his share of the additional space. The
City would finance $400,000 of that amount and would receive re -payment
with interest.
2. Construction Financing. The original pledge from the developer
in the amount of $5M and the grant coming from the University of Miami
for construction purposes in the amount of $3M will not be paid until
early 1981 when the project is ready for occupancy. In consequence,
the City needs to provide it with $8,300,000 of construction funding
which will be immediately repaid when the project is occupied.
3. Land Holdings. In addition to the originally planned acquis-
ition of the Feinberg site, the City has since determined to purchase
the Davenel property, the Patricia Hotel and the Magnuson property.
A total of $992,500 will be required to replace in the construction fund
the monies spent to acquire these land assets.
Cr:-
¢4. "2•77o' ,?-"/ , 04/ 77.- 1,
%Cf
I■II■I■III■iiiiiiiiiimIiiiiiiii iiiii 1 111 IiIiI1I III 1
4 lnflation, The original project budget was deVe1oped in duly
of 1975 and since that time construction costs have increased by 25%.
It addition it is anticipated that during the next two construction years
costs will increase at a rate of 8% per year. Consequently, the early
1976 project cost estimate of $15M has been increased to $20,800,000 to
adjust for the inflation factor on this expanded facility. This generates
a need for an additional $8,500,000.
5. Furnishings and Equipment. The original project budget appro-
priated by the City made no provision for contingencies, fixtures, fur-
nishings and equipment, nor pre -opening expenses. These expenses have
been budgeted at $2.6M.
The preliminary market projection of the developer indicates that the
City may obtain $18M in revenue bonds through the use of the additional
income anticipated from a facility which has expanded from 300 rooms to
607 rooms. Of this total amount of revenue bonding $8M would constitute
short-term construction financing, which would be paid off in 1981. The
only additional commitment required from the City would be to reserve an
amount of $1.1M presently scheduled in the capital improvement program for
1978-79, as a reserve fund which will remain available to meet any bond
re -payment shortfall during the life of the revenue bond issue.
It is recommended that the City Commission authorize the City Manager to
develop a financial plan and initiate the required financing analysis to
issue such a revenue bond.
■
1111111EMINIIII
WAR* No
;A : MOTION AUTHORIZING THE CITY MANAGER TO DEVELOP
A FINANCIAL PLAN FOR A REVENUE BOND FOR THE
t'UNDS REQUIRED FOR COMPLETION OF THE CITY OF
MIAMI CONFERENCE/CONVENTION CENTER,
Section 1. The City Manager is to develop a financial
'plan for a revenue bond for the funds required for comple-
of the City of Miami Conference/Convention Center.
Section 2. The City Manager is to report back to the
Commission with a complete financial plan within sixty
tion
City
(60) days.
PASSED AND ADOPTED THIS day, of
MAURICE A. FERRE, Mayor
ROBERT F. CLARK
ASSISTANT CITY ATTORNEY
APPROVED AS TO FORM AND CORRECTNESS: APPROVED AS TO CONTENT:
GEORGE F. KNOX, JR.
CITY ATTORNEY
4/2
• JAMES J/CONNOLLY ,/
c.PROJECT DIRECTOR