HomeMy WebLinkAboutExhibit AEXHIBIT A
This Exhibit A is an attachment to the Amended and Restated Agreement to Enter
Into Ground Lease and to the form of all Ground Leases. All matters below must
contain a covenant of good faith and fair dealing by Flagstone and City in
reasonably complying with their respective obligations.
CONSTRUCTION SCHEDULE
2/1/2013 ...............36 months from 2/1/2010 to start construction of Marina
Component and Retail/Parking Components; Marina Component
construction may be started separately once applicable conditions
precedent for Marina Component have been met
8/1/2014.......... 54 months from 2/1/2010 to complete construction of Marina
Component
2/1/2016.......... 72 months from 2/1/2010 to complete construction of
Retail/Parking Components, except that parking spaces for Hotels
may be completed separately with Hotels
2/1/2018.......... 96 months from 2/1/2010 to start construction of both Hotels
Components
2/l/2028.......... 216 months from 2/1/2010 to start construction of both Hotels
Components if Flagstone exercises both of the two (2) 5 -year
options:
• The first 5 -year option period runs ' from 02/01/2018 through
.02/01/2023. The first option period payment is $250,000 per
annum ($125,000 per Hotel per annum)
• The second 5 -year option period runs from 02/01/2023 through
02/01/2028. The second 5 -year option period payment is $315,000
per annum ($157,500 per Hotel per annum), but second 5 -year
option is not available unless first Hotel starts construction during
the first 5 -year option period
® All option payments are to be paid monthly in advance beginning
on the first day of the month. The first option is exercised by
Flagstone's giving not less than thirty (30) days advance written
notice prior to 2/01/2018 to the City for the first option period to
begin. The second option is exercised by Flagstone's giving not
less than thirty (30) days advance written 'notice prior to
02/01/2023 to the City for the second option period to begin
• Start of construction throughout this Exhibit A 'shall mean that all
plans are approved, all permits are issued, and the actual act of
physical construction has begun '
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e The construction for each Hotel shall finish no more than 24
months from start of construction
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EXHIBIT A
PAYMENT SCHEDULE (Per Annum)*
Pre -Paid Pre -Paid
Construction Placeholder Construction Rent Annual
Amounts**
Beginning
Rent
Rent
Credit
to the City
2/1/2010
$300,000
Base Rent
to the City
2/1/2018
2/1/2011
$500,000
$2,250,000
2/1/2019
$250,000
2/1/2012
$750,000
2/1/2020
$250,000
$2,000,000
2/1/2013
4360,000
$640,000
$360,000
$1,000,000 Construction Rent
2/1/2014
4360,000
$640,000
$360,000
$1,000,000 Construction Rent
2/1/2015
-$360,000
$640,000
$360,000
$1,000,000 Construction Rent
2/1/2016
4360,000
$1,140,000
$360,000
$1,500,000 Construction Rent
2/1/2017
-$110,000
$1,390,000
$110,000
$1,675,000 Construction Rent
2/1/2018***'
0
$2,000,000
0
$2,000,000 Base Rent
0
$6,450,000
$1,550,000
$8,175,000.
*All payments are to be paid monthly in advance beginning on the .first day of the
month.
**Additional provisions regarding percentage rent payments are included in the
Amended and Restated Agreement to Enter and in the form of each Ground
Lease(s). Percentage Rent on the Gross Revenues of each Component begins on the
third anniversary after each Component is Open for Business.
***Once payment of Base Rent begins, it continues each year for the remaining
term of the Ground Lease(s). On the first anniversary of the commencement of the
$2,000,000 Base Rent, the Base Rent thereafter becomes subject to an annual
Consumer Price Index adjustment as set forth in the Ground Lease(s).
1F'IRST OPTION -PAYMENT SCHEDULE (Per Annum)
Annual Amounts*
Beginning
Option
Base Rent
to the City
2/1/2018
$250,000
$2,000,000
$2,250,000
2/1/2019
$250,000
$2,000,000
$2,250,000
2/1/2020
$250,000
$2,000,000
$2,250,000
2/1/2021
$250,000
$2,000,000
$2,250,000
2/1/2022
$250,000
$2,000,000
$2,250,000
$1,250,000
$10,000,000
$11,250,000
*See Notes 4 & 5 below
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SECOND OPTION PAYMENT SCHEDULE (Per Annum)
Annual
Amounts*
Beginning
Option
Base Rent
to the City
2/1/2023
$157,500
$2,000,000
$2,157,500
2/1/2024
$157,500
$2,000,000
$2,157,500
2/1/2025
$157,500
$2,000,000
$2,157,500
2/1/2026
.$157,500
$2,000,000
$2,157,500
2/1/2027
$157,500
$2,000,000
$2,157,500
$787,500
$10,000,000
$10,787,500
*See Notes 7 & 8 below.
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b
C
EXHIBIT A
Notes for Construction Schedule, Option Payments to Build Hotels, and Payment
Schedule
1, No Hotel can start construction until the Marina and the Parking/Retail Components
have started construction.
2. If a Hotel(s) opens for business prior to 72 months from 02/01/10 (which is the
"Effective Date" of the Amended and Restated Ground Lease to which this is Exhibit A
attached), then the payment schedule is increased to $1,500,000 per annum at the end of
the month that one Hotel is open for business and further increased to $2,000,000 per
annum in base rent at the end of the month that the second Hotel is open for business.
3. If construction of a second Hotel is completed prior to 96 months from 02/01/10, then
the payment schedule is adjusted to'$2,000,000 per annum in Base Rent at the end of the
month that the second Hotel is open for business, and Base Rent of ' $2,000,000 per
annum continues each year thereafter.
A. Once a Hotel receives either its temporary certificate of occupancy or its certificate of
occupancy, whichever comes first, the option payments for that Hotel stop and the
Percentage Rent payment beginning anniversary date starts running for that Hotel and
Percentage Rent payments begin on the third anniversary.
5. If construction of a Hotel(s) starts prior to 96 months from 02/01/10 but continues into
the first option period, then for the portion of the construction period that extends into
that first option period the option payment(s) shall continue for each Hotel until each
Hotel receives either its temporary certificate of occupancy or its certificate of
occupancy, whichever comes first.
6. The second option period cannot be exercised unless one Hotel has started construction
before the end of the first option period.
7. If the construction of the second Hotel starts before the end of the first option period
and continues into the second option period, then the option payments applicable to the
second option period shall be due upon commencement of the. second option period until
the second Hotel receives either its temporary certificate of occupancy or its certificate of
occupancy, whichever comes first.
8. Same as 5 above, except if the second Hotel has started construction during the second
option period but prior to the expiration of 216 months from 02/01/10, then the option
payments continue until the Hotel receives either its temporary certificate. of occupancy
or its certificate of occupancy, whichever comes first.
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9. If construction of any component does not start according to the construction schedule,
then the right to build that component expires but the payment schedule continues to the
end of the Ground Lease(s).
10. At anytime, Flagstone can cease paying option payments to the City for one or both
Hotels and immediately turn over to the City all plans, permits, studies, etc. as pertain to
the Hotel(s), as well as relinquish the rights to build the Hotel(s), and the City shall have
the immediate right(s) to bid out the rights to build the Hotel(s).
11. Option payments for the Hotel(s) are to be made monthly in advance on the first'day
of the month. Any default in the payment of option payments shall have the same cure
period for a monetary default that exists at the signing of the Amended and Restated
Agreement to Enter Ground Lease to which this Exhibit A is attached, but only as
pertaining to the right(s) to build the Hotel(s). If construction of a Hotel(s) has started, a
default on the monthly option payment(s) required to continue until a Hotel(s) is open for
business is a default for that component only, as long as the other payments in accordance
with the payment schedule are current.
12. If the Marina and Retail/Parking Components construction starts prior to 36 months
from 02/01/2010, then the prepaid construction rent payments in effect at that time stop at
the end of that month and the accumulated prepaid construction rent is divided by
$30,000.00 and is credited against the Construction Rent starting at the beginning of the
next month at the rate of $30,000.00 per month until exhausted and the payment schedule
is accelerated, so that during the first, second, or third year starting 02/01/10 the
construction rent received by the City is never less than $1,000,000.00 per annum.
13. In the event that Flagstone does not enter into a Ground Lease by 02/01/13, then all
pre -paid construction rent shall be kept by the City for the extension of time from
02/01/10 to 02/01/13.
14. Before the earlier of 96 months from 02/01/10 (being 02/01/18) or the date upon
which the first Hotel is Open for Business, all Ground Leases for the separate Project
Components shall be cross -defaulted for any payment defaults. Upon the earlier of 96
months from 02/01/10 (being 02/01/18) or the date upon which the first Hotel is Open for
Business, (a) the Base, Rent, Percentage Rent, and all other payments to the City each
year thereafter shall, be .apportioned'to each separate Project Component Ground Lease
for direct payments to the City by each separate Ground Lease lessee in an amount
reflecting each separate Project Component's respective percentage share of the total
Project Development Costs to that point in time, and (b) the Ground Leases for the
separate Project Components shall not be cross -defaulted for any payment defaults, with
each separate lessee being solely responsible for any payment default(s) to the City.
15. Upon approval of this Exhibit A by City Commission Resolution, the City will have
45 days'to perform due diligence on. the State Waiver of Deed Restriction (the "State
Waiver"). If the State unreasonably conditions approval and the City advises Flagstone
that it intends to terminate due to such unreasonable conditions, the City must send notice
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of such State action to Flagstone within such 45 days. Upon receipt of such notice,
Flagstone will have 30 days to resolve the dispute satisfactorily.
16. All terms used herein but not defined herein shall have the definitions given to them
in the Agreement to Enter the Ground Lease or the form of Ground Lease(s) if such terms
are defined therein.
17. In addition, during the thirty-six (3 6) months after 02/01/10, Flagstone will have a 10 -
day grace period beyond the first of each month to make each "Pre -Paid Construction
Rent" payment, and will agree to not require any notice from the City in the event of non-
payment of any "Pre -Paid Construction Rent" payment. In the event that Flagstone
defaults for non-payment, Flagstone will also agree to waive its defenses as to non-
payment against the City, immediately vacate and turn over to the City for the City's
possession all of Flagstone's rights and interests in the Property and the easement areas,
remove from such easement areas all of its property of whatever kind as requested in
writing by the City Manager, and immediately (i) return or sign over, as applicable, to the
City all of Flagstone's rights in the permits, plans, specifications, and all related
governmental approvals, documents, instruments, and agreements as necessary related, to
the Property, and (ii) deliver to the City all of such permits, plans, specifications, and all
related governmental approvals, documents, instruments, and agreements which are in
Flagstone's possession or in Flagstone's control.
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