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This Extension of Term and Amendment to Use Agreement (the "Amendment')
is entered into as of 2007 ben BAYFRONT PARK
MANAOEMBNT TRUST, a Iim tea agency and iestrumentality of the City of Miami
(tie "Trust") and MIAMI STAR CASINO, LLC, a Florida limited liability compan r,
d/b/a Horizon's Edge Gino Cruisea Minizan") for the purpose of extending the
and amending n previsions of that certain TJec Agreemc:st dated as of lure 25,199
between the This' and Rodeo; as Successor ininterest to Ba
emended by (1) Amendment to Use Agreement, dated September 26, e)
1997, am
Amendment No. 2, dated 2001 and approved by Resolution No, 01.879, adopted by the
City of Miami Commission on September 13, 2001, Oiii) Transfer. presumption and
consent to Truz for of Vac keenest, dated ivtargb 211, 000, (v) Third Amendment
dated June 27, 2002, and (v) Amendment, Assignment end Assumption of Use
Agreement dated as of December 16, 2005 (collectively the "Tee Agreemonn.
EggIMA
WHEREAS, Trust and Horizon are pales to the Use Agreement by virtue of
The ,Amendment, Assignment end Assumption of Use Agreement dated es of December
l6, .2005 (the "2005 Amendment, pt rsuant to whloh, among other things, Horizon
welted the rights and obligations of Concord Cruieee, he, to the Use Agreement;
• WHEREAS, pursuant to the 2005 Amendment, Hoxizon hus the right to
terminate the agreement is the event that the law authorizing padmutuol Willies to offer
Lan Vegas Style slot machine gaming in Broward results in a decline of annua[ieed
passenger count .n any queer of less than 40,000, upon 60 days' prior written notice to
the Trust and
WHEREAS, the tree Agreement expires on September 30, 2007 and Horizon.
wishes to exercise its option to extend the term for an additional period of five (5) Years
otv the •condition that Fee payable wider the Use Agreetuvut be reduced Rind the
outitinding amount due for dock repairs be also reduced as twain provided; and
WHEREAS, Horizon claims that a reduction of the pee ertd of the amount due for
dock repairs arc fair based on, the adverse impact that the new parimutuete fecillties have
had on Horizon's businesses.
WHEREAS, the 2005 Amendment contains a scrivener's error in that It stems that
the Agreetrrcnt shall expire no later then June 25, 2012, when the correct date is
September 30, 2012, which is the expiration date of the lest option term authorized in the
Use Agreement,
': cnIVHEREAS, the Trust deans 1t to be in the best interest of the public to rely
Horizon's opsrat10ns In Bayfont Park and the parties agree to extend the team, tared
amend the U8s Agreement. as herein proves,
Bria:Ma F7t.o0Ce„Ixasfl9 r
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NOW THEREFORE, in consideration of the premiste, and for ' tiler good end
valuable cotasfderation the receipt and sutdulency whereof is hereby acknowledged, the
parties hereto agree as follows:
• .1.,::• . • rem: The Term of tfte Use Agreement is hereby extended for an addiitionalterm
of 5 yew oommaacang oo Oetobee 1, 2007 and ending September 30, 2012.
2. E: Section 4 c. of the Use Agreement is hereby amended to provide that the
annual Fees tier the use of the Facility diving the first Contract Year of the
Extended Term shall be 309,000, wlai.ch Foes Shan be inereaead gnneelly,
coirnnencirng on the f day of the second Contract Year of the Extended Term by
an amount equal to 4% over the' annual Fees paid during the preceding Contract
Your, The annual Fees shall be paid In eleven (11) monthly installments, as
follows: (a) on October 1 of each Contract Year during the Extended Tenn,
. Harlem shall pay to the Trust se amount equal to 2/12ths of the amount of the
• annual Fees, and (b) the baiane a shall be paid in. ten (10) equal lnstalltnants•
• commencing on the first day of November I end thereafter on the first day of each
month through and including Auuat 1.
The first sentence of Section 4.4, of the Use Agreement is hereby emended to
provide that coanmenzing on October I, 2007, Horizon will pay to the T se as
Addit►onel Fees, en--e3t'►ount-equal to $5:00 g Patteltigor carried on a Earning
vessel from the Facility (the "(lensing Passengers"), in excess of 70,000
passengers per Conttlet Year (excluding the "Charitable Sails". ea provided
below): Not tater then the IO day of, a ac i month commencing on October 1
, 2007, Ind en the le day of c h month thereafter during -the -Extended Tcrm,
T Horizon shall submit to the Trust a monthly report certifying the paesetger count
from the previous month, Except for the first sentence of Section 4.d, which is
specifcally modified in this peragreph, a3i of the other provisions of Section 4.d
shall remain unchanged and in fell face end trot.
3. Po kc.Reniejr: The Tit hereby agrees to reduce the amount due by Horizon to
the Trust for Dook Repair ftrom $$9,'14.92 to $29,857.46. Horizon a
to the Trust the amount of bock Repairtl to pay
by not later than October 1, 2007,
4.
net on: Notwithstanding anythins it' the Use Agmmard to the eoatrat)e
• each pi}' shall have the right to terminate this Agreement by giving to the °tiw
Par at least 90 days prior written notice specifying the effective date of
to nninatinn which shell In no event be earlier than 90 days after the date of the
Kelm If Horizon is the tcrmineting party, it shell continue to
amounts due under This �, Par to the Truce all
Within dap! after the Agreement up to the effective date of termination.
Y ei cthrc datc of termination rite Trust shall refixed to
I4orizoa the security deposit reduced by Ruh amounts retained or
rIpplied
Trost to cure any monetary or non monetary default under the Ude Agreement,
including specifloally, but without !Imitation, the costs of repairing
the Facilities and/or the seawall over end above normal wear and tear.
any die to
orrZocvment J71DCM 5245719I
'MVO
8G/12/2887 11:43 7815931480
GROOM CONSTRUCTION PAGE esiss
terms dr3dit#ona of tl�c Use Agrs Except eement, provided beret all of the
and a end en~ hereby milled
as arget�ded, aha11 remain us #'ull Y teed and. confirmed.
6. : This Amendment may be execute. in any number Bch of which shalt be deemed an v igtrlal, hit all of choto f counterparts,
ooraatinrtc but one instrument
shalt
IN
Y of�� S WHEREOF, the parties hereto have eacecutad
---., _ 2007, this Amendment this
HORLzON!
Npumi— Star Casino, LLC d/b/a
Horizon's Edge Casino Cruiste
By Horizon's Edge Casino eruhee. LLC,
its . Member
mrri
B
Groom, Manager
TRUST
Bayfronf Park Ivraziagement Trust, a
i wed agency and instrumentality
City of Miami
By:
Timothy F. Schmaud,
Rotboutivc Director
Appitoved by the etq► of M atni >Usuarrt to Resolution No. 07.
Moat:
Priscilla A. Tbnmpnun, City Cleric
Approved As To FQM and Cotnese
Requkemante
large L. Flyrnancia
City Attorney
asameigrarnIPIIDOCII auora r
By;
Pedro D. Hennandez, eity M cr
Approved As To Insurance
LeeArni. Bm}tra, or
Risk Management