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Home My WebLink AboutExhibit SUBTMS DOCUMENT IS A SUBSTITUTION. THIS DOCUMENT. RECONCILIATION AGREEMENT This agreement to reconcile certain disputed issues and provide mutual releases ("Agreement"), is entered into this day of , 2017, between the City of Miami, a Florida municipal corporation, ("City") and Hyatt Equities, L.L.C., a limited liability company doing business in Florida ("Hyatt") (collectively the "Parties"). WHEREAS, the City is the owner of the James L. Knight Convention Center located at 400 S.E. 2nd Avenue, Miami, Florida 33131 ("Convention Center"); and WHEREAS, per the Lease agreement originally dated September 13, 1979, as supplemented, amended and assigned from time to time (collectively, "Lease Documents"), Hyatt currently leases the property adjacent to the Convention Center from the City, and is the owner of the hotel structure known as the Hyatt Regency Miami and located at 300 SE 2' Avenue, Miami, Florida 33131 ("Hotel"); and WHEREAS, the Parties agree that an upgrade to the current fire alarm system located on the Convention Center property, which supports the Hotel and the Convention Center and the ancillary systems located within each of the Convention Center property and Hotel property (collectively, the "Fire Alarm Project"), is necessary for the proper operation of the Hotel and Convention Center, and WHEREAS, the Parties agree that the tiles, at the exterior of the Convention Center located on the main level at the plaza entrance of the Convention Center along S.E. 2nd Avenue, as described in the documents attached hereto as Exhibit A and made a part hereof (the "Flooring Repair Area"), are in need of replacement and the water damaged areas to the Hotel and its personal property located on the ground level of the Hotel, resulting from the defective tiles, are in need of repair and/or replacement (the "Tile Project") for the proper operation and maintenance of the Hotel and the Convention Center; and WHEREAS, the Parties agree there is an on-going and present dispute regarding the amount of certain concession fees (the "Concession Fees") and other fees related to increased room rental rates, restroom attendant, overtime rates, dumpster fees and cleaning fees (the "Other Sees") as described in the letter dated November 12, 2012 from IIyatt to the City attached hereto as Exhibit B and made a part hereof (the "November 12, 2012 Letter") charged by the City to Hyatt for use of facilities at the Convention Center; and WHEREAS, the Parties agree that there is an on-going and present dispute regarding the amounts owed by each Party to maintain the Physical Plant ("Maintenance Costs") from January, 2012 through the present date; and WHEREAS, the Parties agree that there is an on-going and present dispute regarding the amounts owed for the cooling tower and chiller replacement project undertaken by Hyatt ("ChiIler Overpayment") and outstanding credits to Hyatt relating to depreciation payments made by Hyatt pursuant to the Lease Documents ("Depreciation Credit"); and WHEREAS, the Parties agree that there is an on-going and present dispute regarding the amounts owed for certain Phase I design fees for the upgrade of the fire alarm system (the "Phase I Design Fees"); and WHEREAS, the Parties intend to redevelop the Convention Center and, in connection therewith, extend Hyatt's lease with the City for the Hotel and modify the Lease Documents to include, among other things, the Convention Center, as otherwise described in that certain Memorandum of Understanding between Hyatt and the City dated 2017, and attached as Exhibit C {the "Redevelopment") and WHEREAS, the Parties acknowledge and agree to the resolution, compromise and settlement of all such disputes, claims and controversies among them as provided herein; and NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Recitals. The Recitals set forth above are incorporated herein. 2. Agreement Terms, A. City's Contribution. The City shall pay Hyatt Two Million One Hundred Forty -Three Thousand Two Hundred Seventy -Nine Dollars ($2,143,279.00) ("City's Contribution"). The City shall use commercially reasonable efforts to pay the City's Contribution to Hyatt following the execution of this Agreement no later than sixty (60) days from the date hereof. The City shall have no liability or obligation to pay any sum or cost whatsoever in excess of the City's Contribution with respect to the Projects described below, except in the event of an increase in costs due to the action or inaction of the City contrary to the terms of this Agreement or the Lease Documents, delays caused by the City or related parties to the City or force maj cure, Hyatt shall have no liability or obligation to refund all or any portion of the City's Contribution even if the costs of the Projects described below are less than anticipated. Except as otherwise.expressly provided herein, should the total amount of monies required by Hyatt to complete the Projects be (i) in excess of the City's Contribution, Hyatt shall, at its sole cost and/or expense, complete the Projects using Hyatt's independently acquired funds or (ii) below the City's Contribution, all such excess of the City's Contribution shall belong to Hyatt. If the City fails to make the City Contribution payment in accordance with this subsection A, Hyatt may deduct such amount from the next rent payment under the Lease Documents, and each rent payment thereafter, until the full balance of such amount owed by the City to Hyatt has been paid in full. B. Maintenance and Concession Fees. The City shall also pay Hyatt a total amount equal to Seven Hundred Seventy -Eight Thousand Seven Hundred Twenty -Two Dollars ($778,722.00) to resolve the disputes regarding the Maintenance Costs and Concession Fees. If the City fails to make such payment by the time Hyatt's next rent payment under the Lease Documents is due, Hyatt may deduct such amount from the next rent payment under the Lease Documents, and each rent payment thereafter, until the full balance of such amount owed by the City to Hyatt has been paid in full. C. Other Outstanding City Fees. The City shall also pay Hyatt a total amount equal to Eight Hundred Fifty -Four Thousand Three Hundred Dollars ($854,300.00), to resolve the disputes regarding the Chiller Overpayment, the Depreciation Credit and the Phase I Design. Fees (the "Outstanding City Amounts"). The Outstanding City Amounts shall be paid by the City to Hyatt in connection with the Redevelopment and any agreements entered into between Hyatt and the City, with respect to the Redevelopment, shall provide for the payment of the Outstanding City Fees to Hyatt. If the Redevelopment is not approved by City Commission and/or by referendum in calendar year 2017, if the agreements with respect to the Redevelopment are not entered into by the City and Hyatt (following approval by City Commission and referendum) on or before December 31, 2018 or discussions between the City and Hyatt regarding the Redevelopment plans otherwise discontinue for any reason, the Outstanding City Amounts shall become immediately due and payable by the City to Hyatt upon written notice from Hyatt to the City. If the City fails to make such Outstanding City Amounts payment to Hyatt within sixty (60) days of receipt of such written notice, Hyatt may deduct such amount from the next rent payment under the Lease Documents, and each rent payment thereafter, until the full balance of such amount owed by the City to Hyatt has been paid in full. D. Projects. Hyatt -'s shall complete the Fire Alarm Project and the Tile Project (collectively the "Projects") pursuant to a scope of work and plans and specifications ("Specifications"), and further corresponding to the Flooring Repair Area, determined by Hyatt for the Projects. Additionally, if bonds are required for the Projects per section 255.05, Florida Statutes, as this is City -owned property, Hyatt shall obtain such bonds for the Projects. The Specifications, the selected contractors and the contracts with the respective design, consulting, construction contractors shall not be subject to the City's approval (subject to such contracts complying with the requirements of subsection F below). Hyatt shall provide copies of the Specifications and the final, executed contracts with all consultants and contractors for the Projects. The parties acknowledge and agree that Siemans Industries, Inc. as the contractor, and Rolf Jensen & Associates, Inc., for the design and related work, have been preliminarily selected for the Fire Alarm Project and that Complete Property Service, Inc., as the contractor, and Building Consultants, Ltd., for the design and related work, have been preliminarily selected as the contractor for the Tile Project. Hyatt shall use commercially reasonable efforts to cause the Projects to be performed in a good and workmanlike manner in accordance with the Specifications and in compliance with all applicable governmental laws, rules, regulations and industry standards. E. Schedule. Hyatt shall use commercially reasonable efforts to cause the Projects to be performed and completed in accordance with a schedule (the "Schedule") that will minimize disruption of the Hotel and Convention Center operations, provided that commencement of the Projects shall begin within months of the execution and approval of this Agreement (subject to Section 16 below) (the "Commencement Date") and be substantially completed within months of the Commencement Date, subject to extensions due to force maj cure, City caused delays, and other events outside of Hyatt's reasonable control. Time is of the essence. In no event shall either Party be liable to the other for consequential, punitive or special damages associated with any delays in the Projects. F. Project Contract Requirements (Including Insurance and Indemnification). Any construction contracts and/or other contracts entered into by the Hyatt to complete the Projects, shall (i) provide that such contract may be assigned to the City, subject to Hyatt approval, which shall not be unreasonably withheld, delayed or conditioned (ii) that the City shall be named as an additional insured on all applicable liability policies along with loss payee or co-insured, as applicable, as to property insurance and dual obligee as to bonds, if applicable on this project (iii) that all contractors must be licensed, certified, and insured, and all insurance carriers must be rated A- or better, and (iv) such contractor shall indemnify, hold harmless and defend the City, in addition to Hyatt, as set forth in such agreement; however, the City shall not be liable for or a guarantor for the Hyatt's obligations under such contract. G. Concession fees; Maintenance Fees. From and after January 1, 2017, through the remainder of the Term under the Lease Documents, Hyatt shall promptly pay the Concession Fees in connection with its rental of meeting space in the Convention Center and as properly invoiced by the City in accordance with the rates set forth in Chapter 53, Section 181 of the City of Miami Code of Ordinances (which currently provides for $100 for a single portable food/beverage concession and $200 for a single permanent food/beverage concession). From and after January 1, 2017, through the remainder of the Tenn under the Lease Document, the City agrees that it shall promptly pay its portion of the Maintenance Fees in connection with the maintenance of the Physical Plant in accordance with the Lease Documents and as properly invoiced by Hyatt. H. Reasonable Cooperation. Hyatt and the City shall reasonably cooperate with each other in connection with the Projects stated herein, including, , the City providing reasonable access to the Convention Center during the period of construction and installation of the Projects and coordination of the work so as to minimize disruption to the operation of the Hotel and Convention Center, the City providing reasonable and timely approvals of all permits required for the Projects and the City providing reasonable and timely inspections of the Projects, in accordance with the Schedule. Hyatt shall obtain the City's prior approval of shut downs of power, water, and HVAC, use of loading docks, blockage of circulation areas, and within the Convention Center. If the City does not respond to a request for such approval within ten (10) business days of such request, the City's approval shall be deemed to have been obtained. The Director of Real Estate and Asset Management for the City will serve as the City's contact person, and the City Manager, subject to compliance with authorizations, procedures and requirements prescribed by the City Charter, City Code, and the directives of the City Commission, shall act for the City as to all approvals from the City referenced herein. 3. Depreciation Payments under the Lease Documents. The Parties hereby agree to waive the obligations under Section 7.4 of the Lease Documents of Hyatt to pay towards a reserve to make depreciation payments in connection with capital costs associated with the Physical Plant and the City to furnish an analysis of such capital and depreciation costs on an annual basis. 4. Breach of Agreement. In the event that either of the Parties fails to fulfill its obligations (and such failure is not due to force majeure, the action or inaction of the other Party, and other events outside of such Party's reasonable control), and after the expiration of all notice and cure periods as set forth herein, the violating Party shall be deemed to be in default of this Agreement. As a result of a default, the non -violating Party shall be entitled to pursue any and all remedies permitted under law and in equity upon the expiration of a ten (10) business day grace period following written notice to the other Party as set forth below in Section 9; provided, however, with respect to the Projects, so long as Hyatt has commenced to cure any default related thereto following notice from the City and is diligently pursuing to cure such default, Hyatt shall have such additional period of time as reasonably necessary to cure such default. 5. Mutual Releases. Upon execution of this Agroernent by the Parties and approval of this Agreement by the Miami City Commission, the following shall be effective: A. City's Release to Hyatt: Except for the rights, duties and obligations of Hyatt created under this Agreement, the City, for itself and its predecessors, agents, directors, officers, members, employees, affiliates, successors, assigns, trustees, bankruptcy trustees, personal representatives, beneficiaries, devisees, and legatees (hereinafter collectively referred to as the "City Releasors"), hereby releases and forever discharges Hyatt and each of its respective subsidiaries, predecessors, agents, managers, attorneys, directors, officers, employees, affiliates, successors, assigns, trustees, bankruptcy trustees, personal representatives, beneficiaries, devisees, and legatees (hereinafter referred to as the "Hyatt Releasces"), whether past, present or future, jointly and severally, of and from any and all debts, claims, demands, actions, causes of action, rights, obligations, damages, and liabilities of any and every kind or nature whatsoever, in law or in equity, past, present, or future, known or unknown, direct or indirect, asserted or unasserted, fixed or contingent, whether contemplated or not, whether based in tort, contract, contribution, or any other type of recovery, and whether for compensatory, consequential, incidental, statutory, punitive, or other damages, which the City Releasors have, may have or had arising out of the following claims: (1) the Fire Alarm Project, (2) Tile Project, (3) Concession Fees, (4) Maintenance Costs, (5) Other Fees, (6) cooling tower and chiller replacement project including, without limitation, the Chiller Overpayment and the Phase 1 Design Fees, and (7) depreciation payments including without limitation the Depreciation Credit (collectively, the "Released Claims"); provided, however, that this Release by the City Releasors does not release any Claims other than the Released Claims. B. Hyatt's Release to the City: Except for the rights, duties and obligations of City created under this Agreement, the Hyatt, for itself and its predecessors, agents, directors, officers, members, employees, affiliates, successors, assigns, trustees, bankruptcy trustees, personal representatives, beneficiaries, devisees, and legatees (hereinafter collectively referred to as the "Hyatt Releasors"), hereby releases and forever discharges City and each of its respective subsidiaries, predecessors, agents, managers, attorneys, directors, officers, employees, affiliates, successors, assigns, trustees, bankruptcy trustees, personal representatives, beneficiaries, devisees, and legatees (hereinafter referred to as the "City Releasees"), whether past, present or future, jointly and severally, of and from any and all debts, claims, demands, actions, causes of action, rights, obligations, damages, and liabilities of any and every kind or nature whatsoever, in law or in equity, past, present, or future, known or unknown, direct or indirect, asserted or unasserted, fixed or contingent, whether contemplated or not, whether based in tort, contract, contribution, or any other type of recovery, and whether for compensatory, consequential, incidental, statutory, punitive, or other dainages, which the Hyatt Releasors have, may have or had arising out of the Released Claims; provided, however, that this Release by the Hyatt Releasors does not release any Claims other than the Released Claims. 6, No Admission of Liability. Each Party expressly recognizes that this Agreement shall not in any way be construed as an admission by any Party hereto of any unlawful or wrongful acts or omissions whatsoever with respect to the Released Claims stated herein. This Agreement shall not be admissible in any proceeding as evidence of any admission by any Party hereto of any violation of any law or regulation or wrongful act or omission. This Agreement may, however, be introduced as evidence in any enforcement proceeding to this Agreement. 7. Non -Assignability of Transferability of Claim. Each Party hereby warrants, declares, and represents that no part of any asserted and/or assertible claims has been assigned or transferred, and that each Party has full, exclusive, and unencumbered right, title, and interest in and to such asserted and/or assertable claims. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Florida. The Parties acknowledge that this Agreement is being entered into in Miami -Dade County, Florida and that the jurisdiction to enforce the terms of this Agreement shall exist in the Eleventh Judicial Circuit, Miami -Dade County. The Parties expressly select, as their venue, any and all action/litigation in Eleventh Judicial Circuit, Miami -Dade County of the State of Florida. It is further acknowledged and agreed that any claim, dispute, action (administrative or otherwise), and/or litigation relating to this Agreement, that the Parties shall bear, at their sole respective expense, their own attorneys' fees and costs. 9. Notices. Except where this Agreement expressly provides otherwise, all notices and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given (a) on the earlier of the date received or three business days after delivery, if sent by registered or certified mail (return receipt requested); (b) when delivered, if delivered personally; (c) on the next business day, if sent by overnight mail or overnight courier. If any Party is represented by counsel (whether or not named in this Agreement), any notice given by such counsel for such Party shall be fully effective as if given by such Party. Any notice shall be given to the recipient at these addresses (or at such other addresses as shall be specified by written notice given in accordance with this provision): CITY OF MIAMI City of Miami Office of the City Manager 444 SW 2 Avenue, 10di Floor Miami, FL 33130 With a copy to: City of Miami Dept. of Real Estate & Asset Management 444 SW 2nd Avenue, Suite 325 Miami, FL 33130 City of Miami Office of the City Attorney 444 SW 2 Avenue, Suite 945 Miami, FL 33130 10. Miscellaneous. The Parties further agree as follows: HYATT Hyatt Equities, L.L.C. Hyatt Center 71 South Wacker Drive 12t11 Floor Chicago, IL 60606 Attention: Megan Schmollinger With a copy to: Hyatt Corporation 71 South Wacker Drive 12f1i Floor Chicago, IL 60606 Attention: General Counsel A. No waiver of any breach or default hereunder shall be considered valid unless in writing and signed by the Party giving such waiver, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature. B. Each Party hereto shall cooperate, shall take such further action and shall execute and deliver such further documents as may be reasonably requested by any other Party in order to carry out the provisions and purposes this Agreement. C. This Agreement may be executed in one or more counterparts, all of which taken together shall be deemed one original. D. In the event any terms or provision of this Agreement be determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its legal meaning or be construed as deleted as such authority determines, and the remainder of this Agreement shall be construed to be in full force and effect. E. Any approvals required by the Parties under this Agreement shall not be unreasonably withheld, conditioned or delayed. 11. Knowing and Voluntary, The Parties acknowledge and represent that they have carefully read and fully understand of the provisions, terms and conditions of this Agreement and have reviewed this Agreement with their respective counsel. The Parties further acknowledge and represent that they have entered into this Agreement freely, knowingly and without coercion or duress and based on their own judgment. 12. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties, their personal representatives, successors, and assigns. 13. Interpretation. The Parties hereby acknowledge and agree that; (a) in the negotiation and drafting of this Agreement, they have each had the opportunity to consult with counsel of their choice; (b) each of their counsels has had an opportunity to contribute to the negotiation and drafting of this Agreement; and (c) the principle of construing a document most strictly against its drafter shall not apply with respect to the interpretation of this Agreement. 14. Entire Agreement. This Agreement constitutes the complete understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and arrangements, both oral and written, between the Parties with respect to such subject matter. This Agreement may not be modified in any way unless by written instrument signed by each of the Parties. 15. Authority to Execute. The Parties represent and warrant that the individuals executing this Agreement on each Party's behalf have the full authority to do so. 16. City Commission Approval. This Agreement is subject to the review and approval of the Miami City Commission and therefore this Agreement shall be effective as of the date of execution by the City after obtaining such approval. [Signatures on following page] CITY OF MIAMI, a municipal corporation Daniel J. Alfonso, City Manager APPROVED AS TO LEGAL FORM AND CORRECTNESS: Victoria Mendez City Attorney HYATT EQUITIES, L.L.C. By: Its: Printed Name Attest: Todd B. Hannon, City Clerk APPROVED AS TO INSURANCE REQUIREMENTS: Ann -Marie Sharpe Risk Management Director Attest: Printed Name Exhibit A Flooring Repair Area [Attached] }a. 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NOTUSED V.,�✓"'lP L�iL. p.LA�SfERS AY L'VRS'1`S€I3E � r NOT USED � !� p(``RiP�NT-R3 }4T YJE.. 81CsE `+�keii5?E6'F'dMG kA'A[H5 A hi'3"65 4'37©S " �urtc zc:a - .a e F � { ^Wga F, c �i�� z44i �. 4��EgEB[ic,�4ji§Y§yE f'Iiyid�3?A ... w •L�Vd� ¢,mac OF CURTAWNALL +r s NOTUSED V.,�✓"'lP L�iL. p.LA�SfERS AY L'VRS'1`S€I3E � r NOT USED � !� p(``RiP�NT-R3 }4T YJE.. 81CsE `+�keii5?E6'F'dMG kA'A[H5 A hi'3"65 4'37©S " �urtc zc:a - .a n +r s 5 Lam{ a [XR;E�PLAJt-gR til TYp UGHTPi a NOTUSED V.,�✓"'lP L�iL. p.LA�SfERS AY L'VRS'1`S€I3E � r NOT USED � !� p(``RiP�NT-R3 }4T YJE.. 81CsE `+�keii5?E6'F'dMG kA'A[H5 A hi'3"65 4'37©S " �urtc zc:a - .a Exhibit B November 12, 2012 Letter [Attached] 1-1�.I,T` November 12, 2012 Via Ew l(htOwrrecal M a igny.c0m) Mr. Henry Tom Director City of Miami Public Facilities Division /Asset Management Division 444 SSV rd Avenue, 3`d floor Miami, Fl, 33130 Karde L. Dowd Senior Counsel 71 South Wacker Drive Chicago, IL 60606 USA 'T': +1312.780.5467 Re: Hyatt Regency. Miami (the "Hotel"'); mase and Agreement for Development dated September 13,1979 (the "Lease") between the City of Miami (the "City") and Hyatt Equities, L.L.C. ("Hyatt ), as amended; Operations and Maintenance Agreement between the City and Hyatt ("O&M Agreement') Dear Henry: I arra writing to follow-up on the outstanding matters following our conference call on August 29, 2012 (the "August 29 Call") and to respond to your offer of a one-time waiver of overtime charges of $28,000 in exchange, i believe, for Hyatt's paymeat of $302,000 in concession fees milled by the City to Hyatt, which fees have been disputed by Myatt, We assume this offer by the City also includes Hyatt agreeing to pay concession fees in the future. Assuming these are the terms of the offer, Hyatt does not accept the City's offer. First, it is Hyatt's posiftn that the concession fess are not properly due and payable. and have been wrongfully charged to Hyatt by the City. Second, the City has not responded to Hyatt's request made during the August 29 Call for a legal analysis as to why the City believes the concession fees are due and. payable by Hyatt. gird, the City's offer does not address the other fees which are disputed by Hyatt, and for which the City, during the August 29 Call, agreed to provide a response, and has failed to do so. All capitalized terms used herein, and not otherwise defined, shall have the meanings ascribed to them in the mase or O&M Agreement. The following items am in dispute by Hyatt and were discussed during the August 29 Call. Many items, as noted below, require a response from the City. Henry Torre November 12, 2012 Page 2 of 5 Concession Fees The City has wrongfully chard, and continues to wrongfully charge, Hyatt a concession fee for events (ticketed and noxa-ticketed everts) at the James L. Knight Center when Myatt is the exclusive concessionWre (per the lease] and not the user of the .space and when there is a third party user renting the space. The concession fees charged to Hyatt are not supported by City ordinance, the Lease, the O&M Agreement or custorn and practice in the industry. +City trade Sec. 53-181(l)(a) created a neer category of charges for foodibeverage concession with respect to meetings or general sessions in the 'Theater/Auditor urn, The ordinance shows the concession fees as a charge for e of the Theater/auditorium space and got.g1,1 rAgme to 0 k concessionaire. Moreover, per the Ordinance, this charge does not apply to exhibits or ticketed everts in the Theater/auditorium, Yet„ the City has charged Myatt as the concessionaire for what is clearly a use fee under the Code and has charged for all events (ticketed and nonwticke(s), in violation of the Code. Section 8.3(a). of the tease establishes Hyatt as the sole provider of food and beverage services for the Convention Center, without charge or fee for this privilege. Myatt bargained for the right to be the sole concessionaire and the scale consideration for that right is the lease itself. The City's charge of concession fees to Hyatt for its concessionaire services is also in violations of this provision of the Lease. Correspondence from two Assistant. City Attorneys states that these concession charges were established to defray, at least in part, the City's clears-up costs incurred as a result of patrons bringing food and beverages (supplied by Hyatt or its predecessor as concessionaire) into the Auditorium, However, per the O&M Agreement, both the Auditorium and the Exhibit Hall are in the City's areas of responsibility. A cordingly, pursuant to Sec. 1.5 and 41 of the O&M Agreement, the City, not Hyatt, is to :seep Mese facilities in "good and glean carrier and condition." The Lease, and the O&M Agreement do not support a clean-up fee to Hyatt in connection with its concession servicm If theconcession charges in Sec. 53-181(1)(a) of the Code (concession charges for meetings or general sessions in Auditorium) apply to Hyatt at all, they should only apply if Hyatt is the lessee of die Auditorium for a non-ticketed zneetting or general session. They should not apply to Hyatt when a third party lues the Auditorium and Hyatt acts as caterer. Custom and practice in the industry do not support the urge of the coamsion fees to Hyatt, as the concessionaire, .Auditoriums similar to the dames L,. Knight Center (Bank United Center, Jackie Gleason 7beater on Miami Mach and the Adrienne Arsht Center) do not charge any concession fees or clears-tap fees to their concessionaires, bather, any concession fee or clean-tap fee is charged to the third party user/renter of the space and/or included in the rental fee. Please advise as to the City's busts for charging Hyatt the concession fees pursuant to the Code, Henry Tara November I2, 2012 Page 3 of 5 thea Room Rage The City increased the rates beim charged Myatt for use of meeting space at the Convention Center; however, such increase was not supported by City Code Contrary to the City's assertion that increases to meeting room rates at the Convention Center are not subject to City Commission approval and do not require an amendment to the City Cade, the rents, rates, fees and charges for the use or occupancy of and for the services furnished in connection with the Convention Center are clearly established by .City ordinance and presently codified in Section 53.181 of the City Code, The establishment of such rents, rates, fees and charges for the Convention Center is the province of die City Commission and there is no delegation of that authority to the director of the Convention Center. In fact, Veronica Xiques, Assistant City Attorney, in her letter to nae dated fay 10, 2011, clearly advised that "[Tlhe City Commission establishes rental fees for the .Knight Center and all entities using the facilities .must comply." Moreover, the City's own website for the Convention Center lists a fee schedule for meeting spare rentals less than the arrxounts charged Hyatt for the same space, in violation of the Lease. Section, 8.3(b) of the lease provides that the rates said charges for use of Convention Center by lessee roust be the snare as diose charged to #laird parties. Yet, Hya u is being charged more than the rates advertised to third parties. At one time, the City asserted that the increased rates were for equipment charges, and cited City Code Section 53481(1)(d). Section l(d) of City Code Section 53-181 provides for charges for certain "ancillary services" with respect to the "Jr t rims. Among the items identified in paragraph 1(d) are ' vent personnel," "Equipment rentals," and certain "Other services-- Police and Stagehand." The increased charges by the City are clearly for meeting space, not equipment or ancillary services, Moreover, Sect on 1(d) only applies to the "Theater/Auditorium rates." Section 1(d) does not apply to "Meeting and seminar space" (Section 2) or "Exhibit Hall" (Section 3). Tease advise as to the City's basis for increasing fees for the rracefing space without first s .king City Commission approval and an amendment to Section 53.181 for theater and auditorium rates, and for charging rates far the meeting space to Hyatt in excess of those being charged to third parties. Cleanjp ) ees. Ile City clean Myatt a $500 cleaning fee for any concession event field in the Convention Center. Hyatt is the sole concessionaire under the Lease, and there is no charge for this right. Any chanes the City wishes to recoup should be charged to the third party riser. Moreolver, there is no support for this charge in See.. 53-181 of the Code. The City also charges a cleats -up fee for damage such as carpet and wall stains. This fee should be governed by the use agreement between the City and the user. Myatt, in its capacity as concessionaire, should not be charged this fee by the Oty if it isn't the user. Henry Torre November 12, 2012 Page 4 of 5 During the August 29 Call, the City conceded that these fees should not be charged to Hyatt, Please discontinue The City's charging of these fees to Hyatt immediately, ,Hyatt reserves all rights and remedies with respect to these charges under the lease, at law and in equity. Restroom Attendant, The City charges a restroom attendant fey: where.Hyatt rents certain facilities, There is no support for this fee in Sec. 53-18l. of the Code. This service is included in the rent for the facility and should not be additionally charged. During the August 29 Call, the City conceded that these fees should not be charged to Hyatt, Please discontinue the City's char&g of these fees to Hyatt immediately, Hyatt reserves all rights and remedies with respect to these charges under the Lease, at law and in equity. The City recently advised Hyatt that it would increase the charge from $50 per day to `1;100 per day for any Hyatt function that uses a registration table that is outside of the leased roam and on City space. Sec. 53-181(2) of the Cade permits a $50 per slay charge. We are not aware of any ordinance increasing the amount of the charge, 1 acing cur August 29 Call, the City agreed to review and respond to Ryatt. Hyatt has not received a response. Over we Rates. The City advised that it will charge overtime rates for events that exceed eight hours, occur on weekends, or require special needs. Where is no support for this charge in the Code, except to the extent these charges fall within the ancillary services to the Theater/Auditorium that are permitted by Sec. 3»181(i)(d). During our August 29 Call, the City agreed to review and respond to Hyatt. Hyatt has not received a response, other than tete offer of a one-time waiver. Howover, no basis far why these charges are proper- has been provided,. Set -un and Break -down -Riverfront Rog. Section 8.4 of the base requires the City to maintain and operate the Convention Center in good cleat order and condition as a first -Mass facility. 'The City is required to maintain and adequate staff to do so, if tete City does not so operate and maintain, the lessee may do so and charge back the City. During our August 29 Call, the City agreed to review and respond to Hyatt. Hyatt has not received a response. Henry Torre November 12., 2012 Page 5 of 5 Maintenance Fees clue H The City currently owes Hyatt approximately $43,318.00 for its share of maintenance casts for the Central Plant. The City originally advised Hyatt that it ceased reimbursing Hyatt for the maintenance casts in an effort to offset these amounts against the amounts the City claims that Hyatt awes for concession fees. However, as noted above, Hyatt docs not believe the concession fees are awed and has been disputing these fees. Moreover, the Lease does not provide for a right of offset. Iben, during our August 29 Call, it was made clear by the City, that the failure to pay these charges was strictly a matter of budget shortfalls, Yet, the: services arc stall being provided to the City, and Hyatt continues to pay for the City's portion of these fees. Please arrange for the immediate payment of the City's portion of the maintenance costs that are overdue. Nothing contained herein shall be deemed a waiver of any of Hyatt's rights and remedies under the Leue or O&M Agreement. Hyatt would appreciate your response to the items listed abovea Please let arae know if you have any questions. Sincerely, Carrie Dowd cc (via e-mail); Dave Phillips Luis Aloma Veronica Xiques Daniel Newhoff Exhibit C Memorandum of Understanding [Attached) fEnd cif Document] (-GT-Ll of T 17 March 21:, 2017 Tiffany Leadhetter Donato Senior Vice President Capital Strategy, Real Estate Transactions Hyatt Hotels Corporntion 71 South Wacker Drive Chicago, ll. 60606 Re: Mernarandurn of UnderswndinV (1) Anicnded and Restated Land Lease Dear Mrs. Donato: Uyatt Equities. 1.1.C. ('E[_v&1f) and tboCity of Miami ("che') (colicetively, Ow "-P-A—rfiee*) dosire to mend and restale:their exd�;ting land lease relatiuntNp, and have Hyatt redcvelop the Property (as anticipated and defined its die Term Shect attached hereto), LIPOn Which the existing Hyatt Regency Hotel and James L Knight convention center occupy. The following paragrapfis setforth the basic terms and conditiotis upon which said relationAip shall be struOured subject to thetie-0tiation find execution of an amended and re. tated land (the "New' Leag. "). and the other terms wid conditions contained in tho Term Shee-1. At flic minirnum, said agruemcnt is anticipated to incorporate the folk)wing: 1) The Parties will enter into -an interim agreement with respect, to the Existing Ground ,ease �a� defined. in the Tc=i Sheet) to address. urtain immediate needs of tile flotel between, tit t date of such agreement until the New Lease is entered into and the rCdCVeloPjWnt Pro'cess Imminence S, in lulling, wittiout limitation, an agreement oii the payinent oftertain shared expenses on a goino- "I Axward basis and an agreement of the Parties to stay current ou iuch obliglations during the interim Period. Z) The Pxrtie�; shall intcod to modify the Existing Oround Lease, including, without [imitation, to: aExtend the land lease term plus extensions to a total of 99 yvars; b. Expand the [cased premises to inchide the JarnQ,-, L Knight convention Lenter/meeting space, c, Amend and restate the parking aggro went to accowomo(fate a. and b. above; d, In conjunction with the New Lease and upon termination of the Existing Ground Lease, as agreed by both Parties, resolve and absolve (except to the extent the Parties resolve to have continuing Q bligyal ions thereafter, such as a payment plan) the Parties from, Curren( disptkd financial obligations for capital Improvernant projects undertaken, revenue and expense Sharing agreements and other matters. Any agrwd upo" Plymeril Chari for such outstanding amounts shall be attached to the New Lease and eachParty shall comply with stack paymeot plan and other agreel-nents mode between the Partics in resolution of such oustanding amounts owed b-hveen the Parties.( e. llyatt shall redevelop the Property subject to the following; i, Hyatt shall explore the use of the additional development right-, on. the Property; ii. Hyatt shall engage directly CBR.l Jnc. to sQck qualiFwd development partners to maximize the Property's development potentiat and density, addiaonal development could include but not be limited to residential, office, retail, and/or parking, iii. Seek possible development partners, taking into, considQratjon the qualiFications and financial capacity of said partners, prograinniatic and aesthetic design, and financial benefit anticipated to iftretO the time of Hyatt and the City. iv. The Parties will mutually agree upon a Master Plan (as defined in the Term Sheet) for the redevelopment of the Property. When ftilly exocuvd, this Memorandum or Understanding (together with the term sheet attached hereto as Aq�iqhmeutX and incorporated herein (the "TeTai Sheer�. the "MOO") shall reneet the expression of Hyatfs and the City's desire to proceed with the negotiation and possible execution of ti New Lease to include the redevelripment of (lie Property. New. Subjoo to certain conditions as set forth in the MOU being satisfied, the New Lease will be nogQtiak,d to reflect the intended de4l tcrins set forth in the MOU Ficluslyfty. od"), City shall negotiate — SLL . I CXc1USiVClY With Hyatt for the redevelopmunt of these parceLs; provided, however, that in the event the PaTties mutually 38= ill whiting, orl-ty'att notirios. City in writing cif its intetition to cease the negotiations prior to such date, dw-n the Exclusivity Period shall expire on the datc ofee!,wion: of negoflatiomL ConfidLifflority. The terms ofthfi; 1v OU the New Lease, as well as away ion -public hiforimfion related to the tra, nsactior,,; shall be maintaincd as confidential by the Parties, zoopt fbe (J) disclosures required by kiw (spccifi,,a-fly 'imc ludinuflorida Statute Chapter 119) or rules of applicable securities exchanges, (ii) disclosures to 11w Parties" respective board members, agerits, 0111plQyoes, attorneys, accountatits, brokers, contractors, lenders, ps-osptive herders, invcsfors, prospective investors, consultants, advisors or other fepreientative% and f4i) disclosures that tho Parties mutually agree in advance are required or desirable to advance Z.0111qf CotifleniQlIts (3s (hefined it) the Term Sheet) or otlwr public approvals or concessions or inforaiation that o(henvise advances (lie planned development. The Foregoing notwithstanding, the Parties agrea k I-ot any ptjbl ic annatinternent of an executed transaction (i.e., executed New Lease) shall be rrunual ly agreed upon by the Porlies prior to any public annatincement. This MOU shall not crenate any legally- binding obligations on the Parties, 01her than with regard to the 8-xelusivity and Confldvatiality pivvisioni sot forth above, Except for such provisions, City and Hyatt -shall not have any obligations to each other unless and until Nil exectition, of the New Lease, If a Ne%.v Lease is not eKmited by explrAon of the -Eulvilvity Period, unfoss otherwise agreed to bY the Parties in writing, this iv OU shall automatically term inite, other than the above Confidentiality provision, which shall survive tcrmiration for one (l)yoar. hi addition,. this.MOO shall terminatc in its entirety upon the full execution of the New Lease. For the purpoies orthis discussion, this MOO and. subsequent contract documents will require approval of the City Cornrith5sion. That process rnay inclu& the item being placed on the Commission Agenda, V and 2" reailings and then rbal approval. The !!foal New Lease shall also require approval by the voters at Referendum. Each of the City and. Hyatt,. and their ivspective affiliatos. nepm%entadves, and associated entities shall UqQ comillerc ially rcaaaiiablc efforts to. comply, in all. material respects, with all applicable laws, rules, regulation, disclosures, and statuses (whether local,state, or federal), to include the Miami 21 zoning ordinance, in the performance of this or any agreement, instrument, oT action(s) relative to the MOM orNew Leav- The City ihAllc-ooperate.with Hyatt, U3,-Offliates, mpresentatives and associated entities to facilitate and exptAite approvals and conformance with local, state, or federal ordinances as may be reasonably required, The Parties understand that this MMU and any subsequent contract documcuts will require flio applicable ititenal approvals of Hyatt, hicluding the approval of HyaWs Development Commifte, the Fina mee Committee of Hyan's Board or Diroctors, and Mya[V& Board of Directors. If you are hi agreement with thic, terms of this MOU, please itidicaw same by counter -signing where indicated bel-awWe k)ok forward to moving forward with.you on this important proicet. Simeroly, CITY OF MIAM 1, a nimflQipal uorporation of the State of Florida Daniel J. Alfonso City klmiagar Accepted and Agsved to, HYATT EQUITIES, L,L,C. Name: Title. 3 ATTACHME NT A TERM S11EET Th is term shat ("'Lorm S lu�cr'), da wd thiiday of 2016, is a proposal only, and is not contractitally or legally biriding, ltreprcseni-O—nly an expression of the parties' present desire and intention to enter into 11090tiatiOns Of a passible R6)TeOlnent to lease the Property (as defined below) by Hyatt (&fin(d below) frorn City (defined below), City Mid Hyatt are sometimes collmtively referred to be"iv as the PAgttei" or individually as a "Party". Tfio� outline of the general terms alld conditions are as follows: 1, GENERAL: 1,1, PARTIES TO NEW LEASE: 1, 1, 1. Hyatt Equities, L.L.C- or an affiliate thereof; as ground lessee and developer, if applicable ftj yattHyatt n),D, ay enterinto subsequent agreements, with City of Mian illi ("City") approval as may be reqUirud tinder the New Lease or yapplicable law, including, without limitation, joint ve:nturo agreenients, devvlopmerit agreements or subleases with prospective partners, dQvelopers or other third parties in connoctionwith the perforinanee of its dutit* under the -Now Lease, and 1-12 City of Miami, as ground lessor ("Qty" 1.2. THE PROPERTY: City and Hyall Will eritQr into an amended and restated lease (the "N�L� L45qL') of the existing, Ground Loasc pursuant to whkh Lessem currowly braes from Lossior the real property= (the "Flotel Land") upon Which the Hyatt Regency Mlaffli (tile "FlOtel") is lea at 0he "LV —Isfifm k(gynd LeMe' ). Pursuant to the New Lease, (i) the City willtontillu to lease to, Hyatt, and Hyatt will continae to lease from the City, all orthe City's right, title and int rent int the Hotel Land, i noludingany City interest in t1w 1-lotol andany other improvomeriti, furniture, fixturcs, and personal property located on the Hotel Land and any additional development, air or other rights appurtenant to the Hotel Land not currently provided in the existing land lease, as a -MM by 6e City pursuant to the approved Wster Plav, and (ii) the City iaill aq ,f ce to lease to 11yaut and Myatt will agree to lease from the City, the real property upon which Thc James L, Knight Miami Convowl'on Center (the "Convellim—ccrilef') i -S located (the "Q y. it LfqtL�Q 1q- Und"), includhig, without [Imitation, the Convention Center ... g1j_ t - - �z� - e Mid all Other immvernolts: located On the Convention Centu Wd, any City hiterest if) the furniture, fixtUres, improverneuts and personal property I:anted on theConvention Center Jand and any ndR;onal development, air or other r(ghts appurturtant to the Convention Center Land as ap-eed by the City pursuant to the approvt:d Master Plan ((i) and (ii) are collectively re orfed to heroin. as the "T Ero �twt 13. DUE, DILIGENCE Hyatt shall complete all date diligence work it doenis neves -try or advisable on t1w Property priar to its execution of the New !_ease, at its solo cost and expense, int Iuding widwar linlitftriontitle, survey,, Soils, �nvirollmental andall feasibility 5tUdics and tests. City and Hyatt sIvrill execute as sclmrate commercially re!aSortable access agreement granting Hyatt and its agents and cotisultants access to the Property in order to conduct the ret ulsite tests and studies, subject to custwmtry release, indemnification, insurance, notice and rcpair rquirements. Upon its complution and receipt thereof, and UP011 reque'a from flit City, Hya-11 shall deliver to City copies orall third -party environmental, property condition and soil reports, surveys and titio reports resulting from its clue diligence activities relate -d to the Prupaty. Subject to such liteess igreenient, City will grant Hyatt imniediate and reason able access to the Property, the Parking Garage, the Property records, and the Convention Center managemeat team tind other emplovees for the purpose of inspecting the physical condition of the Property (including for the purpose of soil and other ellviro=11tal tests and Mechanical and other inspcdiom) and evaluating flie Convention Center business, in Hyatt's sole di,,-,cretiam The City shall deliver copi� to or provide access to Hyatt of all Property records within City's possession, or the possession of its Convention Center massager, affilkites, consultants, acycli S, representatives or employees, including, withaut limitation, environniental reports, property mports, title collinlitillefits and policies, surreys, bLlildillg Blares, correspondence willi ornot.ices from any governmental agencies, inforniation. pertaining to any lawsuit(s) pending against the conwrition center, file Hotel or the Property, and any other information masorlably requested by Hyatt, 2. PED EVELOPMENIT: 11, Within flmflve(12)] monds or execution of this Terra Sheet, Hyatt dealt prepare, and deliver to the City far its M.View, a Master plan. (the ")��Last Paw') for 1h.0 redevelopment of the Property (11-ic The Master Plan shall include, aniong officr conipoiwrai: parcel developi-ncilt plarv; (Fora Hyatt hotel, mecting spare and other typical lintel afTienides, and expanded mixed use development that imy me ur on the site), Financing/ equity plans for [lie Project, strategy for ffie use of ptibliQ fundi, public funding niechanisnis or pu4lic assels including use plass, &sired densities, design criteria for base, 'buildings anti public spaces, a proposed streetscapo, a retail increhandising plan to the extent rattail is all element of' tile 4eveloprilent, all iarnastructure plan and a parking pleat_ The TvLaOr Plan should includes propij5Qd development that Maxhiflz�s the site's denslq, and proposed Project phasing if avreed capon, the NlasizrPlan approved by the City and Hyatt shall be attached to thclN�w Lcamand Hyatt shall develop flie Property in accordance with the Maswr Plan age"d to ;and approved by the City. 12. Ir Hyatt and the City, in -their discretion, deteraiinc to proceed with the Project Weed Upon an agreed upon Master Plan und terms to the New Lease, Flyatt's ob.ligations under the Mw Lease shalt include, lullotig (glier requirenicats: (i) to redevelop the Property° as contemplated by the Master, Plan, (ii) to oh(ain Zoning Ejaillements (defined below) as nt:eessary, for the Property to pennitclevelopmew of ianw, (iii)towcure the r,�,qulsite equity itivestnientrind financing necessary for the project within the parainnetcrs set (brth ice the N4zw Lease; (iv) to adequately address all infrastructurc rz titrirerraVnts neee3sary for the timely doveloptnem orthe Property, (v) to develop a plan to adequately address parking requirements for [lie Project (vi). to construct: the improvements in accordanw, with the Nlastcr- Plan and plans othemie approved by the City pursitant to the nornill pfailli ing and Permitting process; and (vii) to ioperateand rnaintain tile buildings, grounds, and infraslyucturc in the mariner pr=ribed by the New Lease t1iroughotit the terin of the New Ua6c, 23, Ifthe Parties elect to proceed with the Project, Hyatt shall take the lQad, at its expense, ill obtainilig all cratitlet exits for the Property to accommodate the approved Master Plan ("Zonfim J.ptjtlqm111 . Vw City shall use its best efforLi to assist and reaqunably cooperate with Hyatt flIrOUgh011t the Zoning and Entitlement.procesi, 2.4. In the event that the Parfie-i elect, or either Party elects, to not procted with the -Project, the Parties shall have no obligations hereunder outer than [lie confidentiality provisions. 3, NEW LEASE - 11 . EASE: 11. FFIFECTIVZR DATE OF LEASLI. 11L`RNt: Th Now [..ease shall be effective (the `d ,,fT L6ve QMe`) upon execution by the Parties, and each Party having, oNarined all necessary approvals as set forth in the MOU aaad this Term Sheet and the Parties having agreed Upon the Master Plan, which will be attachexl to the New Lease. The initial train for the New Lease shall lie from the date of ground lease execution ( C;oinmeaceataent Date") through Doceanbva• 31 of the year that contains the 99'" anniversary of the Comit7 neeratent Date. 3,2, GROUND RUNT: I1 att Lite and Mr'oirtiaa >art e5 1. I4rai ht C'onverttion .ent r• Can ar big fbre January i" of each lease year, Hy -al shall pay to t w City basc rent (" Baau Rtt") rnr the Pr€ perty as fasltovws _ trr°in tlae a;c�:itst'rttc:.ti��aa��i� 13aie Rent (tai be (arid by Hyatt, or the: developer of tfie Prgjcct, during thtt constmetitata pvnod) rtar thy: Property shv 11 be the following; Year one (1) d€rtirtg the ir€ n atr'uctivtt period $0 Year two (2) d€truag.the construction action period $500,000 Veaar three (3) during the construction period $50 g N Tits ` a baaaa l i. a ins 1 a� atll a [E tlu Crit IiaLkhaat . i. Two million dollars (r_000,000) per year (as may he escalated from year to yca v) or, ii, The anatl€eraxatical av�r,ae,e OF two appraisals cur€ missio.aad by the City %f tho land ander whaieh t1w boatel is crrmstructed plus space Occupied by the Jarrtics 1.., Knight cta:arveartion ct ater. Thk� formula tier the establislarnent orbase resat ror rite hotel property and Jasmei 1....Kn:i�izt center shall be five, percent (5%) 171altiplied lry i17e ata atr�ear atic €l;avera`-r gal alaprals �l vultae• Should S% of the rnathernaatical average of two a ppa-ai l exceed two million $(2,000,000) pc�r year (as may he escalated from year to year), Hyatt shall be required to pay tip to, but seat more than iii, Severn percent (7'16) or gross room and weetirag receipts of the Property plus 5°bra of gross beverage r'ec ipts, lAUS i�'�'a or fOOd rer:eipts, plass R tar be Mefilai=1 perceratie of other grass income .rcceipts, as as reed upon the p arties once !ueh tauter income sources at the Property are determined, For the ravoidance of doubt, Hyatt shall not pray any other rent or fees to the C: ity for spaicc utilized in tho operation of the HoWl and meeting space on the:11roper•ty.. b, ELQGLs_P_qLrL6jption for xpan&d Devela arient at) tfLeeEro rty E _2L In addition to Baste Rent for the lqotel and nicating space, iftr the construction period, the owner ofthe 11011-flotel components of the Project sliall pay to the City a profit participation rent ("Partkipation Relit") with respect to the other income produeIng areas or UIQ Property, other than tie Ila!l and l Io(el Land and niecting space, determined as the greater of - A to be detormined percentage of gross profit associated wide exparidcd development on tht Property as dofined in the agreement for the redQvelopirkeut of the Property; avd 2.) Rent form it la ica fly Merin ined by. i, A currcilt appraisal of the property o"upied by the Hotel and Imies L. Knight Convention Cagier as a "going cancern"sliall be porronlied, ii. An appraisal of the land area of the F.Totel and Jurnes L. Kitight Convention CQWer land and all appunenint fi, rights shall be performed. and determined for "highesl and best use" iii. The diffi!rewQ bgwum highest and best use value of the Hotel flild Jaines; L, Knight Convention Center land and value of going concern or the Hotel and Convention Center shall be the pity's Financial contribution to the expanded devvlopment. See for 1) tjrEo4es Oil Highest & Best use -VaIne X $100-000,000 Of Hotel and Conventian- Center Land Less. Value of HoteWd l a'__Y_$60,0G0,00_D Convention Center as GoInz Concern Equalg: City Contribution I Z $40,000,000 City"s Contribution shall be treated as a limitud investment, Notwithstanding the fbregoing, the City sh.,111 not be as joint vtnlfurer or partaor with Hyatt, ally references to Partner aqui(y investnient and similar terms arc solely :for purposes of caleulating Participation Rent. Therefore, if thQ total inycstment for the exp�wded &veloprneat is A.$200,000,000 there City's Profit participation Using the example above shall be 201% of Z (VM00,000) dividod by A ($200,000,000) , The namerator is equip to Z ($40,000,000) -and the denoininator is A ($200,000,900) which produces [lie, City's equity contributimi of 20% 3.3. A.'-NIUAL ESCALATOR - On the 5"' anniversairy of the conirm=ement of the Now LeU;0, and Oil each 5" 01111iVeMIPY thereafter during, the remaining Term or twensions thereof, the nninilffilrn Base Rent shall be the I curnulative coinpounded increme in the Coasumer Price Index for All Urban Consumers (CPI -U) Miami, provickd, however, that the incivase in Bay Reat shall in no event bc less than two percent (10%) Per ywr. 3.4, NET LEASE, The New Lease ihall be sb'solutely iiel to Cily, and Hyatt shill pay all real estate lwws, operating and utlwr related eapenses during tile term thereof, 3.5 SUBORDINATION - The New Lease, any lewwhold interests ermbed tlierebymid aq security interests granted divrein (to kndeni, equity providers, and the like) shall be sabordinate to City's fee interest in the subject Property oat all tinle3 throughouL the New ease term cx extensions thereof, provided., however, that the Irlics shall record a inemorindum of lease against flu! Property, which shall be seaior in priority to any encumbrance on City's fee simple interest in t1w FlotQI Laiid and Conventioti Center Land and reversionary interest in tho improvornents on such lands. 3,6 PARKINQ The N --lx Lease will provide Hyatt with all (lie swne parking rights currently held by Hyatt with respect to the Hotel under the E\istina Ground Least. 'floe Parties trill cooperate with each other C, to reasonably apportion parking in the G4 Garage to provide m=ssary additional parki g Garage n far the Project. Notwitlistaoding the forcgoing. as part of the Project, Hyattmkv propose thit kill or S.Oftle portion of the parking reqUircments 6or tile Project be met by propo-serf parking wirbin the Nklaster Man for the Propt�ray (sepzrate and apart from parking with in the Park ing Gam gre), 33 ASSIGNM ENT AND DISPOSITION RIGHTS: With C ily'i prior m,ith,-n approval, Hyatt may assign the NNew Lease to in assigmee that has a not worth of _olid se with a First Class Hotel Company or and ohlur holds a f engqgyes at manager who is as First Class Hotel. CompEmy. A "First Class Hotel Company" K a G0InpaflV or pro(Itiot type that enjoys a reputation. in the hotdl industry sknilar to that of Hyatt Corporation and the Hyatt Regency produa Kyim's aWlity to mortgage, pleclare or conditionally assign the Now Le"e, to leasehold mortgal;Qs sball W as providqd in the New 63ase. 3,3 ISIOW17GAGEE PROTECTU)NS: The New Lyse shill include customary and commercially reasonable provisionsfor the benerit of Hyatt's lender, inc ludlngr, without limitation, the right of lender (i) to receive no! ice.q of any Hyatt doranits or termination by City, (ii) to cure any Flyaftd0fi.111tS Withill a rel'.13onable grace period, and (iii) upon terrehla(iol) of [Ito NOW Lease, to tmtcrinto a now least directly with City on flu, sa.mec terms and conditions as the New Lease upon tender's curu of till of Hyatt's prior desalts, to the extent quseeptible of lie ing cured. 3.9 CYFRM TERMS AND CONDF1710149: The form of New Leaseshall imk& other terms and coadiflons that are normal and customary for shnifar. projcas and as agreed to by Hyatt and City, . PUBLIC FUNDING: City shaIf reascr€nably cooperate with and assist Hyatt in obtainingavailable governmeo l incentives (such as, by may of emniple, sales tax reliel'on construction materials, TIF-" incentives, eta:.) in eonneetion %vith the lvew Lemand the irnvwmen.t by Hyatt in the redevelopment of the Property. 5, MtUVIUNITY WI'li;EACH AND STAKE] IOLDF-R 1cr°lE171'.INC,S: 'rhe Ground lease .shall set rorth the psararnetm and lite Parties' respective roles and obligations related to all community outreach arui stakeholdcr rnw tianls to be conducted in connection with the Zoning Entitlements or otherarise related to fire design and devoloprr cnt of tlrc Project. 6. REAL .ESTATE BROKER& CBRE was h4v.d by ilia City through .State of Florida Contract DMS- 12/13-007A. Hyntt intend: to engage CBRE E in corrttaa[nn with the project. Other than CBRE, ine.. whose dirties and loyalties are solely to the City, no other real estate broker or consultant to wln.a€ne a etirn misaitatt or fee shall be dvo has been engaged by either party. Upon execution of tite New Lease by die turtles, City shall be: responsible to pay to CBRf', Inc. ars part of itrs developme9nteosts a commission for the New Leasct as is set forth in a separate a►greement behki:err. CBRE, hic. and the City. City and Hyatt acknowledge e C BRE*s Ycpn�senh, tion ortlw City and agree that t:heNew Lea 5e or other air cement Lmweetn the Rar-tizs to acquire the Property will include said wma fission agreement by reference. Hyatt shall he respont ;ibl, for costs associated with 1-lyan's direct erngmgearnnem of CBR.E, for till new development (inc ludin .tho construction or reeaatt;trctc nota of a hotel and any additional eievelopmernt on the Property pursuant to t3�is l`a~rrrr Slteert prarst€arrr tra a s��.rratc, a�reetrt�nt tactween f Ipatt atncl CEiPE, 7. XIS'f' NG UASE T 'RMil'd.. TIC iN: The l-'Xisting Ground Cense anti related a rooments will bo terrniinated ufFm lve as orthc Effective Date of the Neva Lease, with each Party releasing any c hilms (whether known car unknown) at tirns't the other Party, .. tw ONVLN"PION CEN`l" ;R NtANACiW~ T1w iia.€r€ gemeat ag-rev:rr nal for the Convention Center with (ho current ra an a& -r will be terminated as of the Effective Date crf tine New :Lease.. with .Lessor piving any outstandirnor fees and any required termination fees 9. PRC)RATl N'S: Kesel estate taxes, special mmssnwznts, utilities, reacts and rather amounts will be prorated as of the fl"ective Date in a u -sinal and eustomary manntnor for a trartsactiorn of (Us type.. I o. `I7l"1"i-E: As ofthe: Efreelive Date of thca New Lease, the Property will be leasod free of any lie:rt:r and morr ages and any lease, tetnancios or occupancies, or any other erncumbranecs, or any defect in title to the Property that are not accepted by 111yait[: ue accordance with the. tc;rmt ' of the Now tease said will be subject to r eeeipt of a satisfactory title insurance policy, It. REPRES ENTAT IONS AND WARRANTIES; Each Party Nvil I make customary represci4ations mid warrantici to tho other Party for a (ninsaction or this type, as offhe date of the execution oftlw New Lease. 12. COVENANTS. Each party will agree to cu tom covenants fora transaction of this type. C� y mi 13. PRO?ER-FY CONVEYED "AS IS":. Exeepl asspc�ifically set forth in the New Lease, tiro Property will be conveyed in "as "co adinon, M TRANSACT. ON COSTS. The City shall be responsible for the paymrat of all transkir 4ixes mid rtYcordation fees and the title All other transaaion costs will be paid in accordance with local cuitorn for similar large con-tinereial hotel transact4ms. Eftch party will pay their own aftomeys' reQ.9. 15. DELWERIES, At or berore the Effective Date of the New Lease, City will agree to properly execute and"or deliver (i) the New Lease, (i!) an assignment and assuroption of bmngibkl s, (iii) a bill of sale, (iv) arid eastimption of all op�rating agreements, ecIttipimat services eomract.q and other leases and subleases, rehittA to the Property (to the extent ziecc.pted by Hyatt in the Mew Lease) (the `A.gCq_mqqt�`), (v) estoppels ror the, bmefit of Hyatt ,is revonaby requested by Hyatt, (vi) all oth,�r coram wary documemis reasonably necessary from City to complete the Now Lease. Hyattwill properly executo and/or delivor (i) as assignment andassumption orall Agmetmnts, (ii) an asiignment and as,,umption .of intangilbks, (iii) a bill oaf sale, all other customary dmumemwarid funds rev:wRaWy necessary from Hyatt to complete the New Lease. 16. MISCELLANEOUS. 16.1. DIEVELOPMENT PRO FORMA& Hyatt provide (tie City with dev�dopmvnt pro rormas for rerinvated existing or new hot,?] and any rather mixed use diavcloprnent to occur on the site. 16,2. COMMIMICATIONS: The Nc%v Lease shall establish a communications protowl (e.g., reports, meetings, desigpiated representatives) to maintain open and ooritinuous lin" of coin munication beweerf the Parties with rosped to all design, eatitloment, development and programming activities related to the .Property. 163. DISPUTES, All diSpUteS under the'New Lemic shAl be resolved pursuant to procedures to be set lbrth in the New Lease: 16.4DEFAULTS AND RFIVIEDIES. Tlae New Lease will set forih provisions governing defaults by the Partios flier emidtr and will set Forth the remedies available to the nonp&fuulting Party in thQ event of dofault W5. NO ASSIGNMENT: Except as set forth in Section 3.7 above, neither Party shalt be pormitted to assign, transfer or otherwise: convey its inWmsts, rights or obligations under tiro New Lease without written appro Va I of [tic other Party. This Tcrin Sheol does not constiftne an offer to kaw the Property and is not subject to acceptance, 11or are any of the terms i=tiined herein binding on pithor of the Panic%, Furthermore, this Term Shcot does not ol-f ligate. either Party (o pro�,eed will) a transnotion ill any way whatsoevtm There slia-11 be agi-ftinent only when the Parties executc a New Lease. Without limitation of foregoing (A) 11yattand City specifically ge that no Party stuill havo any obligation of kind or mature to the other Party unless and Until such Party actually executes and delivers the NQw Lease and (B) Hyatt and the City reservas Clio right at any time to withdraw Ffoin further negotiation or consideration of the transaction contemplated boreby for any rcaion or for no mason in Ityatt's or the City's sole and absolute diwm-tioli without inability ofarly kind or nature to trio other Party hereto, RECONCILIATION AGREEMENT This agreement to reconcile certain disputed issues and provide mutual releases/(,"Aemenf), is entered. into this Baty of X117, between the City of Miami, a municipal corporation, ("City") and Myatt Equities, L.L.C., a limited liability company doing bin Florida ("'Hyatt") (collectively the "Parties"). WHEREAS, the City is the owner of the Jades L. might Convention Cat r located. at 410 S.13, 2nd Avenue, Miami, Florida 33131 ("Convention Center"); and s WIIEREAS, per the Lease agreement originally dated September A 1979, as supplemented, amended Bird assigned from tinge to time (collectively, "Lease Document/), Hyatt currently leases the property adjacent to the Convention Center from the City, and is the: owne of the hotel structure known as the Hyatt Regency Miami and located at 300 SE 2" Avenue, Miami, Fl rda: 33131 ("Hotel"); and WHEREAS, the Parties agree that an upgrade to the cure it fire alarm system located on the Convention Center property, which supports the l lotel and the Con ention Center and the ancillary systems located within each of the Convention Center property and. Hot property (collectively, the "Fire Alarm Proj uct"), is necessary for the proper operation of the Hotel alp Convention Center; and WHEREAS, the Parties agree that the tiles, at the terim of the Convention Center located on the main level at the plaza entrance of the Convention Ce er along S.E, 2nd Avenue, as described in the documents attached hereto as Exhibit A and made a p t hereof (the "Flooring Repair Area"), are in need of replacement and the water damaged areas to the . otel and its personal property located on the ground level of the hotel, resulting from the defective Xf , are in need of repair and/or replacement (the "Tile Project") for the proper operation and ttraintet�an the Hotel and the Convention Center; and WHEREAS, the Parties agree that e 11VAC on the third floor of the. Convention Center (the "HVAC; .Project") is in .need of repairfo the proper operation and rmaintenznice of the Hotel. and the Convention C enter, WHEREAS, the Pa lies agr there is an on-going and present dispute regarding the amount of certain concession fees. (alma "Con scion Fees") and other fees related to increased room rental rates, restroom attendant, overtini/rate dumpster fees and cleaning fees (tile '"other Fees") as described in the letter dated November 12, 2a Myatt to the City attached lre.teto as Exhibit13 and made at part hereof (the ""November 12,2012 Leharged by the City to Hyatt foruse of facilities at the Convention Center; and WHEREAS, /dParties agree that there is all on-going and present dispute regarding the amounts owed by each lrarty t aintain the physical ]dant ("Maintenance Costs') :from January, 2012 tllrou.gh the present date; a11d HE AS, the WParties armee that there is anon -going and present dispute regarding the arriounts awed fohe oli:ng tower and chiller rclilacea ant project undertaken ley Hyatt ("Chiller Overpayment") and outstaa tag credits to Myatt relating to depreciation payments made by Hyatt pursuant to the Lease Docun en (`"Depreciation Credit"); and /NNI- IEREAS, the Parties agree that them is an on-going and present dispute regarding the alnowits for certairm Phase l design fees for the upgrade of the fire alarm systoin (the "Phase I Design Dees); iVTIERIaAS, the Parties intend to redevelop the. Convention Centex and, in connection erewith, txte:nd Hyatt's lease with the City for the "motel and modify the Lease Documents to include, gong other things, the Convention Center, as otherwise described in that certain Memorandum of nderstanding between Hyatt and the City dated 20.17, and attached as Exhibit C (the `"R development") and WHEREAS,, the .Parties acknowledge and agree to the resolution, compro 'se and settlement of all such disputes, claims and controversies. among thein as provided herein, and NOW THEREFORF, in consideration of the .mutual promises and cov nants set forth herein, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as Mows: 1, Recitals, The Recitals set forth above are incorporated herein. 2. Agreement Terms. A. City's Contribution. The City shall pay Hyatt. T o Million Two Hundred Sixty -Eight Thousand Two Hundred Seventy -Nine Dollars ($2, 8,279.00) ("City's Contribution"). The City shall use conunerciaily reasonable efforts 9 pay the City's Contribution. to Hyatt following the executionof thin Agrovme nt no la r than. sixty {50) days from the date hereof. The City shall have no liability or obligation t pay arty sunt or cost whatsoever in excess of the City's Contribution with respect to the Pr Iects described below, except 41. the event of an increase in costs due to the action or in, tion of the City contrary to the terrns of this Agroornont or the Lease Docu.rxietrts, del, r, caused by the: City or related parties to the City or farce majeure. Hyatt shall have; no li, ility or obligation to refund all or any portion of the City's Contribution even if the costso the. Projects described below are less than anticipated. Except as otherwise expressly provi d herein, s%could the;. total amount of monies required by .Hyatt to complete the P/Contiittion, r) in excess of the City's Contribution, Hyatt shall, at .its sole cast and/or expense,e the :Projects using Hyatt's independently acquired funds or (ii) below the City'sion, all such. exocss of the City's Contribution shallbelong to Hyatt. If the City fke the City ContribuGorx.payment in accordance with this subsection A, Hyyatt msuch atn€ unt from the next rent payment nnder the Lease Documents, acid tach rnt thereafter, until the full balance of such amount Owed by the City to Hyatt has. be full. .E. Maintenance and oncessi€ n I' tot Pecs. The City shall. also pay Hyatt a al amount equal to S.evcn Hundred S exrty-1 ight Thousand Seven Hundred Twenty -Two Dollars ($77$,722:00) to resolve the dis rtes regarding the Maintenance Costs and Concession Fees, If the City fails to make such p yrnent by the tune Ilyatt's next runt payment under the Lease Documents is due, I4yatt m deduct such amount from the next rent payment tinder the .Lease Documents, and each re t payment thereafter, until the full balance of such amount owed by the City to Hyatt has een paid in full. C. Cllrec Orxtstanding City Nees, The City shall also pay .Hyatt a total amount equal to Eight Hun red Forty -Five Thousand Six Hundred. Sixty -Seven Dollars ($845,66TO0), to resolve the di: u.te<s regarding, the Chiller Overpayment, the.Depreciation Credit and the Phase l Design es (tire "Outstanding City Atnounts" ). The Outstanding City Amounts shall be paid by the City to Hyatt in connection with the Redevelopment and any agreements entered into bet"veen Hyatt and the City, with respect to fixe RedeveloPnient, shall provide for the payment of the Outstanding City fees. to Hyatt. If the Redevelopment is not approved by City Commission and/or by referendinn in calendar year 2017, if the agreeruents with resp ct to the Redevelopment are .not entered into by the City and Hyatt (foliowing appx at by City Commission and referendum) on or before December 31, 2018 or discussio between the City :and Hyatt regarding the Redevelopment plans otherwise discontinue fo any reason, the Outstanding City Amounts shall become immediately due and payable 'b the City to Myatt upon wx-itten notice from Hyatt to the City. If the City fails to rxxtrke su .r Outstanding City Amounts payment to Hyatt within six Ly (60) days of receipt of such wri en notice, Hyatt way deduct such amount from the next rent payment under the Lease D94uments, and each rent payment thereafter, until the full balance of such amount awed by e City to Hyatt has been paid in fnlI. D, Projects. I-lyatt's shall conxplete the Eire Alarm Project, the `riI roj ect and the HVAC Project (collectively tate "Projects") pursuant to a: scope of wor•. and plans and specifications ("Specifications"), and further corresponding to the Flo ng Iiel�air Area, determined by Myatt for the Projects. Additionally; if bonds are require for the Projects per section 255.05, Florida Statutes, as this Is City -owned property, Hyatt s. al.l obtain. such. bonds for the Projects, The Specifications, the selcoWd contractors and th contracts with the respective design, consulting, construction contractors shall not be scab' ct to the City's approval (subject to such. contracts complying with the requirenxents of sub action F below).. Hyatt shall provide copies ofthe Specifications and the final, executed car .racts with all consultants and contractors for theProjects. Thc:parties acknowledge and agr that.Siejrrans ITidustries, Inc. as the contractor, and.lolf Jensen c& Associates, Inc., for the esign and related work, have beerx preliminarily - U for the Fire Alarm Proj cot and taxa omplete Property Service, Inc., as the contractor, and Building Consultants, Ltd., for th d-csigrt and related work, have been, preliminarily selected as the contractor for the Tile P jest. Hyatt shall use commercially reasonable efforts to cause the .Projects to be forme( In, a gaud trod. wt)r[tt �nlilcc manner in accordance with tale Specifrcatiom and in conxpl.ian ~ with. all applicable goverrLmental laws, rules, i-egulations and industry standards. .E. Schedule. Hyatt shall usexrxuneivi:ally reasonable efforts to cause the Projects to be performed and completed. i accordance with a schedule (the "Schedule") that will minin-rize disniption of the 1- otel a Convention Center operations, provided that commencement of the Proj cels shall begin ithin months of the execution and approval of this Agreement to Se/- (subjectelow) ^(the "Commencem nt Date") and be substantially completed within the Commencement Date, subject to extensions due lex farcemajeure, City caused dother events outside o.f I iyatt's reasonable control. `l`ime is of the essence. In nall either Party be liableto the other for consequential, punitive or special darnagted with any delays in the Projects. F. Project C "tract Requirements (including Insurance and Indemnification). Any Construct .n contracts ,and/or other contracts entered into .by the Hyatt to complete the /app', shall (i) provide that such. contract may be assigned to the City, subject to Hyatt which shall not. be unreasonably withhold, delayed or conditioned (ii) that the City named as an additional insured on. all applicable liability policies along with loss co-inseEr•ed, as applicabto, as to property insurance and dual obligee as to bonds, if e on this pr©ject (iii) that all contractors truest be Iicensed, certified, and.insur-ed, and nce carriers must be rated A- or Fetter, and (iv) such contractor shall indemnify,:hold and defend the City, in addition to Hyatt, as set forth in such agreement; however, the City shall riot be liable for or a guarantorfor the Hyatt's obligations under such contract, V Concession Fees; Maintenance Fees. From and after January 1, 2017, through t e remainder of the Term tinder the Lease Documents, Hyatt shall promptly pay the Cone sign fees in connection with its rental of inecting space in the Convention Center and as p ptrly invoiced by the City in accordance with the rates set forth in Chapter 53, Section I of the City of Miami Code of Ordinances (which currently provides for $100 fo a single portable: food/beverage concession and $'200 for a single pernaa.nettt food/beverac concession). From and after January 1„ 2017, through the remainder of the Term under t Lease Z7oeurnent, the City agrees that it shall promptly pay its portion of the Maintenane lees in connection. with the maintenance of the Physical Plant in accordance with the Lease ocuments and as properly invoiced by Hyatt. I -I. Reasonable Cooperation. I [yatt and the City shall reasona y cooperate with each other in connection with .the Projects stated herein, including ,the .ity providing reasonable access to the Convention Center during the pe/entfor ofconstructiot and installation of the Projects and coordination of the work so as to mize disruptio to the operation of the hotel anti Convention Center, the City providingcna.ble and 'ntely approvals of all permits required fo.r the Projects and the City providinsonable a d timely inspections of the Projects, in accordance with the Schedule. Myatt shallobtain e City's prior approval of shat downs of power, water, and HVAC, use of loadiocks, . ocicage of circulation areas, aucl within the Convention Center, If the City does nopon too request for such approval within tent (10) business days of such request, the Citypr al stall be dcorned to have been. obtained,11le, Director of Meal Estate. and Asset Ma/ crit for• the City will serve as the City`s contact person, and the City Manager, subjecompliance with authorizations, procedures anl requirements .prescribcd by the Cityrter, City Code, and the directives of the City C otattnission, shall act tett the City as tapprovals f€om the City referenced herein. 3, Depreciation Payments under tl>e L e .e Documents. The Parties hereby agree ten waive the obligations under Section 7, 1 ort tltc C, se I�c�ct€ntcnts of lIyatt to pay towards a reserve to make depreciation payments .in. connection Fith capital costs associated with the Physical Plant and the City to furnish an analysis of such pita] and depreciation costs on an annual basis. 4, Breach of Agreement, In the ev nt that. either of the Parties faits to fulfill its obligations (and such failure is notdue to force maje re, the action, or inaction of the other Party, and other events outside of such Party's reasonable c alto]), and after the aspiration of all notice and cute periods as set forth herein, the violating . ray shall be deetnc d to be in def�rult of this Agreement. �s a xes€lt of a default, the non-violatit Party shall be entitled to ,pursue any and all. remedies, ,permitted under law and in equity upo lie expiration of a ten (10) business day grace. period following written notice to the other P y as set forth below in Section 9; provided, however, with respect to the Projects, so Lang as yatt Lias commenced to cure any default related thereto following notice from the City anti. is dil' eptly pursuing to cure :such default, Hyatt shrill have such additional period of time as reasonab necessary to cure such default, 5. Mutual Rele ties, Upon execution of this Agreement by the Parties and approval of this Agreentont by the Mia 'City Commission, the following shall be e.ffectivo: .A. i-ty's ].release to Hyatt. Except for the rights, duties and obli ,r tions of Hyatt created under this Agreement, the City, for itself and its predecessors, agents, directors, officers, members, employees, affiliates, successors, assigns, tnistees, bankruptcy trustces„ personal representatives, beneficiaries, devisees, and legatees (hereinafter collectively re ferred to as the "City Releasors"), hereby releases and forever discharges. Hyatt and each of its respective subsidiaries, predecessors, agents, managers, attorneys, directors, fficers, employees, affiliates, successors, assigns, trustees, bankruptcy trust ocy personal representatives, beneficiaries, devisees, and legatees (hereinafter referred to tlne "Hyatt Releasees"), whether past, present or filture, jointly and severally, of and fr in any and all debts, claims, demands, actions, causes of action, rights, obligation damagt;s, and liabilities of any and every kind or nature whatsoever, in law or in equi , past, present, or future, known or unknown, direct or indirect, asserted or unasserted axed or contingent, whether contemplated or not, whether based. in tort, contract, corn ibution, or any other type of recovery, and whothcr for compensatory; consequenti ., incidental, statUtory, punitive, or other damages, whieh the City Releasors have, dray avc or had arising out of the following claims: (1)the Fire. Alann Project, (2) Tile Pr 'ect, (3) HVAC Project, (4) Concession Fees, (5) .Maintenance Costs, (6) Other Fees, ) cooling tower and chiller replacement project including, , the Chiller Overpayment nd, the Phase I Design Fees, (8) depreciation payments including without limitation the epreciation Credit (collectively, the "'Released Claims"); provided, however, that this elease by the City_ Releasers does not release any Claims other than the Released C1ai s. B. Hyatt's Release to the City: E xcept for tine rias ts, duties and obligations of City created under this Agreement, the Hyatt, for itself ora . its predecessors, agents, directors, cnflicurs, members, employees, affiliates, successors, ssigns, trustees„ bankruptcy trustees, personal representatives, beneficiaries., devisees, ai legatees (hereinafter collectively referred to as the "Hyatt Releasors"), hereby releas , and forever discharges City and each of its respective subsidiaries, predecessor agents, managers, attorneys, directors, officers, employees, affiliates, successors assigns, trustees, bankruptcy trustees, personal representatives, beneficiaries, de sees, and legatees (hereinafter referred to as the "City Releasees"), whether past, Tres t or future, jointly said severally, of and from any and all debts, claims, demands, act' ns, causes of action, rights, obligations, damages, and liabilities of any and every lid car nature whatsoever, in law or in equity, past, present, or future, known or unknow , direct or indirect, asserted or unasserted, fixed or contingent, whether cootctuplated not, whether based in tort, contract, contribution, or any other type of recovery, an whether for compensatory, consequential, incidental, statutory, pun itive, or other d aaages, which the lnlyatt Releasors have; may have or had arising out of the Released C urns; provided, however, that this Release by the Hyatt Releasors does not release any laims other than the Released Claims, No Admission off ' bility. Each Party expressly recognizes that this Agreement shall not iia any way be construct as an admission by any Noy hereto of any uaalawful or wrongful acts or omissions what ever with respect to the Released Claims stated herein. This Agreement s:lnall not be adriussibie: zany procLcclirig as evidence of any admission by away Party hereto of any violation. of any law o rc gelation arwrongfinl act or omission. This Agreerarennt may, however, be introduced as cvide'a in anry enfarcerraetit proceeding to this Agreement, 7. /attliat ssiguability of Transferability of Claim. Each Party hereby warrants, declares, and rnts that no _part of any asserted and/or assertible claims has been assignee/ or transferred, each Party has full, exclusive, annd arnencarrnabere drighttitle, a.nd initerest in and to such andlon assertaUie claims. Governing Law and Venue. This Agreement shall be governed by the laws of the Staten oil .lorida. The Parties acknowledge that this Agreement is being entered into inMiaiazi-Dad.e County, Florida and Haat the jurisdiction to enforce the terms of this Agrectnent shall exist in the Eleventh Judicial Circuit, Miami -bade County, T.he Parties expressly select, as their venue, any a all a'eton/litigation in Eleventh Judicial Circuit, M.ianu-Dade County of the State of I ri it is further acknowledged and agreed that any claim, dispute, action (administrative tet o erwise), and/or litigation relating to this Agreement, that the Parties shall bear, at their sol respective expense, their own attorneys' fees and costs. Notices. Except where this Agreement expressly provides otherwise, all t rices and other con-tmunieations required or perriiitted under this Agxeement shall be in w ting and shall be deemed to have been duly given (a) on the earlier of the date received or thr business clays after delivery, if sent by registered. or certified nail (return receipt requested); b) when delivered, if delivet•ed personally; (c) on the next business clay, i.f sent by overnight m or overnight courier, If any Party is represented by counsel (whether or not named in this Ag' re gent), any notice given by such. counsel for such Party shall be fully effective as if given by su Party. Any notice shall be given to the recipient at these addresses (or at such other addresses , shall be specified.by written notice given in accordance with this provision); CITY OF MI IVU City of Miami Office of the City Manager 444 SW 2 Avenue,. 10" Floor Mhirni, FL 33.13() With a copy to; City of Miami Dept. of Real Estate & Asset 444 Sb'V.2nd Avenue, Suite 3 Miami, FL 33136 ; City of Miami Office of the City 444.SW 2 Avenue. Mian -i, FL 33130/ 10. Miscellaneous. The 945 fifrther agree as follows: HYATT Hyatt Equities, L.L.C. Hyatt Center 71 South Wacker Drive IV' Floor Chicago, U, 60606 Attention; Megan Schmol.h.uger With a copy tn: Ilya.tt Corporation 71 South Wacker Drive 12" Floor Chicago, IL 60606 Attention: General Counsel A. No waive' of any breach or default Bete nder shall be considered valid unless in uniting and 9siD d by the .Party .giving such waiver, and no such waiver shall be deemed a waiver: of ai v . ubsequent breach or detau.lt of the same or similar nature. 13,Y-RI� Party hereto spall cooperate:, shall take such further action and slhatll execute and vrsuchfurther documems as nay be reasonably requested by any other Patty in order arry taut the provisions d purposes this Agreement. This Agreemcnt may be executed in one or more counterparts, all of which taken together shall be deemed one original. D, In the event any terms or provision of this Agreement be determined by appropriate,it 'cial authority to be illegal or otherwise invalid, such provision shall be given its legal 71eaning or be construed as deleted as such authority determines, and the remaindet of this Agreement shall be construed to be in full force and effect. E. Any approvals required by the Parties under this Agreement shall no l l unreasonably withheld, conditioned or delayed, f 11.Knowing and Voluntary. The Parties acknowledge and rept-event that t[-.Lhave: carefully read and fully understand of the provisions, terms and conditions of this Ague.. errt and have reviewed wed this Agreement with their respective counsel. The Parties further ackno ledge and represent that they have entered into this Agreement freely, knowingly and with erc.ion or duress and based on their own judgment. 12. Successors and Assigns. This Agreement shall be binding UPY11 and inure to the benefit of the Parties,. their personal representatives., successors, and assigns 13. Interpretation. The Patties hereby tacknowledgea.rid agre that; (a) .in the negotiation and draping of this Agreement, they have each laud the oppot� aunity t that; with counsel of their choice, (b) each of their counsels has had an opportunity to conte' �u.te to the negotiation and drafting of this Agreement; and (c) the principle Of construing a d.oc 71ent most strictly against its drafter shall not apply with respect to the interpretation oftllis Agr rnent. 14. Entire Agreement. `Phis .A.greement constitu s the complete understanding between the Paities with respect to the Subject .matter hereof an supersedes all prior agreenient.s, understandings and arrangements, both oral aalcl written, betNv 11 the Pasties with respect to such subject clatter. This Agreement may not be modiiicd in an.y ay unless by writteta instrument signed by each of tine Parties. 15. Authority to Execute. Tlae l'art'hs represent and warrant that the individuals executing this .Agreement on cash Party's beha - have the full authority to do so. 16. City Commission Approv `:!':his Agreement is subject o the review and approval of the Miami City Commission and therefore this Agreemel shall be effective as of the date of execution by the City after obtaining such approval, b ignatur >s on follo ing page] CITY OF MIAMI, a municipal corporation Daniel J. Alfonso, City Manager APPROVED AS TO LEGAL FORM AND CORRECTNESS: Victoria Wndcz City Attorney HYATT EQUITIES, L.L.C. By, Its: Printed Nme Attest., Todd B, Hannon, City Clerk APPROVED AS TO SURANCE REQUIREMENTS: Ann -Marie arpe Risk Man;tmentDirector .Printed Name }HYATT REGENCY' HYATT REGENCY MtAMI 400 SOUTH EAST SECOND AVENUE MIAMI, FLORIDA 33131 aAi.wEim�+cm YEP.p�cw 'Pf#TER?A4R�frlG HYATT REGrW--. WIKIA' . 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FwnoS 71 South ac r Drive ChiG��D, iL 6i16 USA T. 4 12.780.5467 November 12, 2012 Tia E-mail btorre irni�a i v.00 ) Mr. Henry Torre Director City of 117i'iarni Public Facilities Division /Asset Management Division 444 5W 2"a Avenue, P door Miami, p1.33130 Re, Hyatt Regency Miami (the "Hotel"); lease an .Agreement for Development dated September 13,1979 (the "Lease") be en the City of Miami (the "City") acrd Hyatt Equities, L..L.C. ("Hyatt''. , as a nded, Operations and Maintenance Agreement between the City and Hyatt ` ori Agreement") Dear Henry-, I am writing to follow -rap on the ou ding matters following our conference call on August 29, 2012 (the "August 29 C� ) and to respond to your offer of a one-time waiver of overtime charges of 28,OOWO in change, f believe, for yatt's payment of $302,060 in concession fees billed by the Cit to .Hyatt, which fees have been disputed by Myatt. We assume this offer by the City so Includes Hyatt agreeing to pay concession fees in the future. Assuming these are a term of the offer, Hyatt Claes not accept the City's offer. First, it is Hyatt's po�idon at the concession fees are not properly due and payable and have been wrongfully ch ged to Myatt by the City. Conti, the City has not responded to Hyatt's request made ring the August 29 Call for a legal analysis as to why the City believes the concessi fees are due and payable by Hyatt. `bird, the City's offer does not address the other f s which are disputed by Hyatt, and for which the City, daring the August 29 Call, eed to provide a reslaorase, and has failed to tr so. All capitalrelm terms used herein, and not otherwise defined, shall have the meanings ascribed to in the rasa or O&M Agreement. The fol wing items are in dispute by Hyatt acrd were discussed during the August 29 Call, Mar, items, as noted below, require a response from the City. Henry Torre November s2, 2012 Page 2 of 5 Concession Few The City has wrongfully charged, and continues to wrongfully charge, Hyatt a cone Won fee for events (ticketed and non -ticketed events) at the Jaynes L. Knight Center wh Hyatt is the exclusive concessionaire (per the Lease) and not the user of the space and err. there is a third party user renting the space. The concession fees charged to Hatt are not supported by City ordinance, the Ilse, the O&M Agreement or custom and ractice in the industry. City Cade Sec. 53-181(i)(a) created a new category of charges or food/beverage concession with reset to meetings or general sessions in the Th rlAuditorium, The ordinance shows the concession fees as a charge for ase of the ter/auditorium space and jots , a c = to he eohcsssionaire. Moreover, per the 0 inance, tlfis,charge does not apply to exhibits or ticketed events in the Theaterlaudi rium. Yet, the City has chargers Hyatt as the .concessionaire for what is clearly a us ee under the Code and has charged for all events (ticketed and neon -tickets), in vivsatio f the Code. Section $.3(a) of the Lease establishes Hyatt as the s e provider of food and beverage. services for the Convention Center, without 3charrg or fee for this privilege. Myatt bargained for the right to be the sole concessionaire d the sole consideration for that right is the Lease itself. The City's charge of conces on fees to Hyatt for its concessionaire services is also in violation of this provision of Lease. Correspondence from two Assistant Cl Attorneys states that these concession charges were established to defray, at le in part, the City's cleanup costs incurred as a result of pans bringing fond and rages (supplied by Myatt or its predecessor as concessionaire) into the Auditorium L however, per the O&M Agreement, both the Auditorium and the Exhibit Hall in the City's areas of responsibility, Accordingly, pursuant to Sec. 1.5 and 4.1 of tit &M Agreement, the City, not Myatt, is to keep these facilities in "gored and clean orde and condition." The Lease and the O&M Agreement do not support a clean-up fee to H tt in connection with its coacessi€n services. If the concession charges Jn Sec. 53-I S ((.1)(a) of the Code (concession chargesfor meetings or general smsi s in Auditorium) apply to Hyatt at all, they should only apply if Hyattis the lessee of Auditorium for a non -ticketed meeting or general session. They should not apply to yatt when a third party leases the Auditorium and Hyatt acts as caterer. Custom and p Lice in the industry do not support the charge of the concession fees to Hyatt, as the rancessionaire, Auditoriums similar to the James L, might Center (Bank United Cera r, Jackie Gleason Theater on Miami Beach and the Adrienne 6lrsht Center) do not charg any concession fees or clean-up fees to their concessionaires, bather, any concess' n fee or Mclean, -up fee is charged to the third party userlreuter of the space and/or includ d in the rental fee. phase advise as to the City's basis for charging Myatt the ooncession fees pursuant to the Henry Tom November 12, 2012 Page 3 of 5 M_eedna R Mm Raig The City increased the rates being Oned Hyatt for use of meefin spa ,!1- at the Convention Center; however, such increase was not supported by City Code. 11trary to the City's assertion that increases to meeting room rates at the Convention (*ter are not subject to City Commission approval and do not require an amendment to City Code, the rents, rates, fees and charges for the use or occupancy of and for the stices furnished in connection with the Convention Center are clearly established by9fty 0 ordinance and presently codified in Section 53-181 of the City Code, The ellstablis ent of such rents, of r rates, fees and charges for the Convention Center is the province of e City Commission and there is no delegation of that authority to the director of the Co enation Center. In fact, Veronica piques, Assistant City Attorney, in her letter e me dated May 10, 201 L, clearly advised that "Mhe City Commission establishes es for the Knight Center and all entities using the facilities.must comply." re/n", foe Moreover, the City's own website for the Cotiventio Center lists a fee schedule for Ao meeting space rentals less than the amounts charged . att for the same space, in violation of the Lease. Section 83(b) of the Lease provyidthat the rates and charges for use of Convention Center by lessee must be the same as ose charged to third parties. Yet, Hyan I is being charged more than the rates advertised t ird parties. At one time, the City asserted that the inc aced rates were for equipment charges, and cited City Code Section 53-18 1 (1)(d). 5 on 1(d) of City Code Section 53-181 provides haat dl the ' n r 0, an :� for charges for certain "anci ary services" Wth res peco to the f TheatrelAudilorium. Among the item dentified in paragraph 1(d) are 'Tvent personnel," "Equipment rentals," and certain "0 er services— Police and Stagehand." 7be increased charges by the City are clearly fo meeting space, not equipment or ancillary services. ) . ffi Moreover, Section l(d) only appy s to the "Theater/Auditorium ratea." Section. l(d) does not apply to "Meeting and semi space" (Section 2) or "Exhibit Hall" (Section 3). Please advise as to the City' basis for increasing fees for the meeting space without first seeldng City Commission pproval aad an amendment to Suction 53-181 for theater and auditorium rates, and fe arging rates for the meeting space to Hyatt in excess of those being charged to third 'es. Cl anin ges. 2J The City sham es Hyatt a $500 cleaning fee for any concession event held in the n' Convention iter, Hyatt is the We concessionaire under the Lease, and there is no charge for s right, Any charges the City wishes to recoup should be charged to the third Party user Moreover, there is no support for this chargr. in See, 53-181 of the Code. e gy also charges a clean-up fee for damage such as carpet and wall stains. This fee sh;pldbe governed by the use agreement between the City and the user. Hyatt, in its a a c t a city as concessionaire, should not be charged this fee by the City if it isn't the, user. Henry Torre November 12, 20.12 Page 4 of 5 During the August 29 Call, the City conceded that these fees should of be charged to Hyatt, Please discontinue the City's charging of these fees to Hyatt' mediately. Myatt reserves all rights and remedies with respect to these charges under t Lease, at law and in equity. ReskMmAttendant. The City charges a restroom attendant fee when .Hyatt rents certain facilitie& There is no support for this f in Sec. 53-181*of the Cade. This sere' cis included in the rent for the facility and should not be additionally charged. During the August 29 Call, the City conceded that ese fees should not be charged toMyatt. Please discontinue the City's charging cai se fees to Myatt immediately. Hyatt reserves all rights and remedies with respect to th a charges under the Lease, at law and in equity. e�lsiratla_`ee. The City recently advised Hyatt that it w ld increase the charge from $50 per clay to $100 per day for any Hyatt function thatas s a registration table that is outside of the leased room and on City space. Sec. 53-181 ) of the Cade permits a $50 per day charge. We are not aware of any ordinance increa�si the aniount of the charge:. During qur August 29 Call, tta yty agreed to review and respond to Hyatt. Hyatt has not received aresponse, Ov�e� se Rates. The City advised that it ll charge overtime rates for events that exceed eight hours, occur on. weekends, or req `re special needs. There is no support for this charge in the Code; except to the aent these charges fall within the ancillary services to the 'iiaeateriAsxite�riu first are permitted by Sec, 53-181(1)(d). During our Au st 29 Call, the City agreed: to review and respond to Myatt. Hyatt has not received a onse, other than the offer of a one-time waiver. However, no basis for why these char s are proper has been provided: See 'on 9.4 of the Lease requires the City to maintain and operate the Convention Center i and clean order and condition as a first-class facility. The City is required to maintain d adequate staff to do set. If the City does not so operate and maintain, the lessee may do so anis charge back the City. During out Augvst 29 Call, the City agreed to review and respond to Hyatt. Myatt has not received a response. Henry Torre November l2, 2012 Page 5 of 5 l inteflapee lees due Rvatt The City currently owes Hyatt approximately $43,318.00 for its share of mai nance costs fior the Central Plant. 7be City originally advised Myatt that it ceased ret bursiag Hyatt for the maintenance casts in an effort to offset these amounts against the aunts the City claims that Myatt awes for concession fees, However, as noted abo e, Hyatt does not believe the concession fees are awed and has been disputing these ees. Moreover, the Lease does not provide; for �a right of offset, Then, during Baur Au 29 Call, it was made clear by the City, that the failure to pay these charges was s tly a matter of budget shortfalls. Yet, the services are still being provided to the City, rid Myatt continues to pay for the City's portion. of these fees. Please arrange for the im diate payment of the City's portion of the mahitenance costs that are overdue. Nothing contained herein shall be deemed a waiver of under the Lease or O&M Agreement. Hyatt would appreciate your response to the Items have any questions. f Sincerely, Ktarrie Dowd cc (vita e-mail): Dave Philli Luis Aloms Daniel of Hyatt's rights and remedies above, Please let ase know if you (ELTRIJ Of AiTaml March 21, :2017 Tiffany Leadbetter Donato Senior Vice President Capital Strategy, Rea I Estate Tra iisactions Hyatt Hotels Corporation 71 South Wacker Drive Chicago, IL 60606 Pe: Momorandum ar (1) Airitnided and Resta Land Lease Dear Mrs. Donato.. Hyan Equities, L. L_C. CLly Atf')aad the City of liand -")(collectively, the "Larfles")desire toalliend and restau their existing land lease relationship, and hay Ilya tt redevelop the Property (as anticipitm and dormed in the Term Sheet auachM hereto), upon w1l' h the existing Hyatt Regency Flotel. and James L Kniglit convention center oiictjpy. Th-: fbiloNvirig pa graphs set forth the basic terims and conditiom upon whicti said rehiflonsliip shall be structured subje. to the negotiation ajid cxecution of an amended ind reMated land leaie {tire "New and the o er terms and conditions, contained in the Torm Sheet. At the nn inimunt, said agreumont is anticipated to i corporate the following: 1). The Pat -tics will enter iivo an int 96in agreement with rcspect to the F.-dsting Ground Lean: (as defined in the Term Sheet) to a rens certain imilicdiate needs of the Hotel between. the elate of such agreement urttil teeqs(� is entered into and the redevelopment process cornmence's, including, without ]in rift agreemetiton shared expenses onagoing- forward bsisis and ani orche Nuties to stay current an such obligations during the interim period, 'it /tit' 11' ree ent a. Extcridth andleaseter mplu s exteRsions to a total of 99 years; ic b. Expoodl/l le.aqod premisc�s to include the James L Knight convention center/rnecting Ara� air restate the parking agrcement to accommodaw a,.and b, ab.ove, ti, jltn flon with the New Lease and upon termirtatioti.oftha Lxisting; Ground Lease, as recd lay, bo'I4 Parties, rmlvd and absolve (except to the extant tk Partiestesolve to have c Iti1Iutng 0 Aigations; thereafter, such as a payment plait) Me Pam Parties fro, cuaent /d(i)1,,,,,t,d financial obligations For capital. improvement projects. undertaken, revenue and expense slrariart,.as r ertaertts and other triatters. Any agrecd upop payment plan for such outstanding amounts shall be attached to fire N.ew Lease and each Nirty shall comply with such pay -moot plan and other agreernents made between the Parties in resolution of Stich outstanding amounts owed between the Parties.[ e, Hyatt OW] codevelop the Property sabjeetto the following- i� Hyatt.5hall explore the use of the additionkl duveloprtvnt rights on the Property; ii, Hyatt shall engage dimly CBRE, Inc. to seek qualified development pwflers to maxitnize the Propoy's &evclop=iif potential and density; additional developm.ent could include but not be limited to rasidential, office, tail, arid/or tia '� office' parking; iii. Seek. possible development partners, fiiking into consideration t qualificatiomi and finarwial capacity of said partners, programniatie arid yam etic design, and Myatt L firmac W benefit anticipited to inure to the bollefit of 14yatt a the City. a, 110 T iv. The Parties will mutually agree upon a Masfrr Plan. (as defit d it the Term Sheet) 'for the redevelopment of the, Property, When fully executed, this Memorandum of Understanding (to ether with the t sheet attached hereto as "A—MkOhome,'-'E-A:and incorporated herein (the "Iqrgi Sheet"), the 'MgU') aril reflect the expression of ILjYfttf'3 all(l The City's desire to proceed with the negotintion and possib] execution of a Now Lease to include the redevelopment of the Property. Now Lease. Subjoct ro certain conditions as set forth in the TMOU b ng satisfied, the 'Nfew Lease will be 11cgolm d to reflect I lie it) landed dea I tcrnvs set rorfli in the MOU. ELellysivity. From the date hereof ( hrougli March 3 1, 2017 (the Excipsivit Poriod"), City shall negotiate exelus ively with Hyatt for the redevelopniant of these parte , provided, however, that in the event the Part mutualty ap-le in writing, or Hyatt notirje6 City ill ming or its iriterition to ceaw the negDQations to the date orcessation of negotiations. Confidontlalitv. The teases of this MOU and the New to the tran2motions shall b�: maintaincd as confidenti, by the Parties, except for (i) disclosures requitod by Law (speciflcally including Florida Statute Chapt 119.) or rules of applicahle securities exchanges, (1i) disclosurto tile parties, tespeetivo board nwji as, agents, employees, attorneys, accountants, brokers, contractors, fcnder�, proil)MM lenders, invq ors, prospective investors, consultants, advisors or other rcprcsiWatives, and (iii)diulosures thatflie arties mutually agree in advavct: are required or desirable to advance Zonk)g Entillernen.ts (35 defined ' the Term Sheet) or other public approvals or concessions or irtforniatioii td oflierwise advances the anned dowelopment. The foregoing n(Awithstinding, the Parties agree that artypublic announcement of executed transaction (i.e., executed New Le-uc) shall be mutually agyted upon by the flarfit.s prior to 4T public annotinceniont, This MOU shall it create any legally binding obligations on the Parties, offier than with re card to Ow Exclu.sivity and C hfidentiality provlsiosi6 get forth above, Except for such previsions, City and Hyatt shall not have arty ligations to each other oaless and until firth execution of the New Lease. If a New Lease is hot extciA by expiration of the Exctu%ivity Period, imless otherwise agrocd to by the Partios in writing, this M shall autoniatically lermbiat�; other than the above Confidentiality provision which Shall survive to n3tiwi for, olle (1) Year, In addition. this MOU Shall wrininatc in its clitirOy upon .I] L tine full txecutioll oft oft Ncwl-ease, For the purposes thk discussion, this MOU and subsequent conn act dmuments will req.uire approval of the City Coinad, tory, That process maty include the item being placed m the Commission Agitr a, I" and 2"d ret iiligos, at i then filial approval. The final Mew Li�ase shall af-,o require approval by the voters at Referendum Each of [he City and Hyatt,. and their respective affiliates, representatives, arid assurAtted entities Mi- I use cornniere,Ially reasonable efforts to comply, in all inaterial respects, with all applicable laws, ru s, regulation, disclosures, and giattites, (whetber local, state, or fMeraf), to include the Miami 21 zoning rdinance, in the porforniance of this or any agrucinent, instrument, or actions) relative to the MOO or N Lmse, Tho ('ity.shall cooperara with Hyatt, Us affiliates, representalivcs and associated cnfiti(s to fa ' itate and expMitf., approvak and conformance with local, Oiw, or federal ordinances aq may be r - soriably required. The Parties understand that dais MMU € nd any subsequent contract documents will rcrlra` � tlac appiic:able internal approvals of Hyatt, including the approval of Hyatt`s Development Co the Finance Committn of Ryan s Board of Directors, and Hyatt"s Board of Dirmt€ars, If you are in agars ent with the farm of this MQU, plesasa� indicate same b center -signing Where. ' indicated below, e look farrward to min forward with you ern this irr porta projort. Sincerely, CITE OF N11A.Ma mutliciptal corp wf on nf'tliv State offlorld;a By: Daniel J. Alfonso City aManagcr Ac"pted and agreed to. H'YATT EQt.JMES, L.L.C. By: Name: Title: 3 ATTACHMENT A TERM 811EET 'Nils term sheet (-T�mSLegf'). dated thisday of_, 2016, is a proposy I n only, and is resat contractually or legally binding. It rcpreseuls�njy all expression of the parties' P1 'riflon ' ill", 'so"' es to enter into negotiations of a possible agreement to lease [lie Property (tis defined /bcl� by Hyatt filled 1. c below) fi-om City (.deFmcd below). City and Hyatt are sortietinies kwilootively _rTcd to herein 8S the :'ftirt Les" or individually j�; a "_Pqr1V% The OU11flne of the general terms and condi as are as follows 1, GENERAU 1. 1, PUTIES TO NEW LEASE. IA.k flyalt EqUifiCS, L.L.C,, or an affiliate thereof as ground lessee and devetopor, if ay enter into ub,�cquent agreements, with City of applicable CL-1_vgrO; 11yalt ri, iNliami("City") approval is may ber/i�quiir into the New Lease car by applicable kvx, including, without limitation, init venture agre(nnents, d5�vetopmelit p 21&�VOCIUIIIS Or AlWaSe�; With prospect' Fe partners, developers or other th ird parties. t 'its duties under the New Lcasek. and 1.1-21 City of Miami, asWound lessorj-QjW, � 11. T'HEPROPE'lON: Cityand tlyat1will Iter into am n acnded rated restated lease Lea)of th,, ex is ling Grp ung LeaW Irniant to which Lei-,ec t;urrcafly leases from Lessor the feal pi-operty (6e "Hotel Land.") poll which thle Hyatt Regency Miami (the "Flotel") is luwwd Ow " vistin , Ground I --: '), Pursuant to the New Lease, (i) the City will continue to lease to Hyim and Hyatt will c Ainue to lease from the City, all or the City's right, title and interest in. the Hotel Land, inclu ti g any City interest hi the Hotel and any other improvcmentN, furniture, fixturesi and pers al property located on Ow- Hottl Land and any additional clevelopnient, air or other r' hts appurtenant to the Hotel Land not currently provided in the -existing land kaiel as a , d by the City PUt'SU3Mt to the approved Master PLIn, and (ii) the City will agree to lease Hyatt, and Hyatt will agree to lease fi-oin the City, the real property UPOR which The Jam - L. Knight Miami Convention Center (the "C,`o_qvqatjon Centar") is loo a.W(thu"C and al] other impr vara eats located (in tho Convention Center Uind, any City it in the furniture,fixtur , improvein ems an d petrsortal property located on the Coflvmit ion Center La nd Land array additi ial deve lopment, air or other rights appurhman t to the Ceti vent ion Center Land as agreed b' ie City pursuant to the. approved Master Plan ((i) <md (U) are collectively referred to. herein the " pro 13. 13. DUE, LIOENIM Hyatt shall complete all due diligence work it deems iiecessary or advi- h� Ni the Property prk)r to its execudoii of the New Ucase, at its solo cost and expense, itic idingwithout limitation, tifl,% survey, soils, environmental and all feasibility studies and ,t% City and Myatt shall execute a separate cotnirteruially reasonable access. agreement antiag flyattand its agents and comultants aeces�; to the Propoqy in order to conduct the requisite tests and - studies, subject to custoniary release., indeniniricatiort, insurance, natke and repair requirements, Upon lt.� completion and receipt thereof, and upon rearrest fi+orn11iU City, Hyatt sha It deliver to City copies of all thir-d-parly environmental, property condition and soil rcpGrtg,, sjtrvqs and title reports resulting fi,oin its due diligence activities telatod to the Properly. Subject to aui;fi access agreement, City will grant 111yatt immediate and reasortablcacc , to the Property, the Parking Garage, the Property records, and the Convention Center agenient team and other employees for the purpose of inspecting the physical condition of Q Property (including for the purpose of soil wid other environmenhil tests mid rneeban' al and other inspcctions) and evaluating the Convention Center bwsiness, in 11yatt's sole iscretion. The City shall deliver copies to or provide access to Hyatt of nil Property rec ds w4hin City's "V V d a condition i I r 0 a con Property d Property r�c ds "ll in possessioll, or the Possession of its Convention Conter rna nagor, a Ffil Wes onsulLants,agwits, representatives or employees, including, without lunitatiort, cnvironm tat reports, property reports, and policies, surveys, building plans, corres ndeucewithornotkei From illy inforimfion pertaining toany law it(s) pendin ag=ainst the Convention Center, .tire Hotel or the Property, and any other infor ation reasomabty requested by 1-tylitt, /I 2. REDEVELOPMENT - 11, Within. flwulve (12)] months of execution ofthRl'orm Sh t, Hyatt shall prepare, wind deliver to the City 11or its revit�w, a ulw-wr plan (the for the redevelopment of the Property (the " Uii �'). The Miwer Plan sliall include, am.o anther (;oraponents. parcel development plaas (ror a Hyatt hotQl, me0ing 8paci2 and other typi � I hotel amQaities, and w� andod mixed use C� P development that may occur on the site), rinaricin equity plans for the Prqjeia� strategy ror the use of Public fijnds., public ftinding niechann or public ayqO3 including use plans, desired te and (the r h'I 0 na include, i 5 rL Y 'M r y t 0 L h p public _ P_ -/P- densitie�i. design cri(tria for Lase buildings a public spaecs, a proposed stredscape, a retail inerchandising plan to the extort retail i� an lerneat ofthe dcvelopti-tent, at) infrastructure p6l and a parkin g phm. The Master Plan shat include proposed development that n1aximizos the site's dejlslt�- and proposed Projcet phasic If agreed upon, the he k1miter Plan approved by tlk- City an Hyatt I e , all 011d Hyatt shall be attiched to the New t�ase and Hyatt shall develop flie Property in accordance ved by the City. with t1w Master Plan agreed to and a ro �d b the City, 2.2. ff Hyatt and the City, in their dyeretion, determine to proceed with the Project based upon an A'gzveed upon ?Vasler Plan and t 'ais to the New Lease, flyatt's obligations under the New Lease shall include, amom, other r UirOMet4tV (i) 10 redQVOQJ� the PI-QpQrt�V a$ contemplated by the Master plain (R) to obtain oning Efltiflentents (d tuned below) as necessary, for the Property to of sa.m: (iii)lo smu% IQ requisite equity investmentand financing necessary .for the: Project ject within e parafnetor�; set hearth in the New Lease; (iv) to adequately address all s 00 'o `e�t M'itllill paral infrastruc lure require tints nee eunry For the timely devolopmeftl of the Property, (v) to develop a e' plan tofOcquitcly dress ' ing requ irements for the Project (vi) to construct the impravements -r in accordance w' i the Nla�tar Rin and plans otherwise approved by the City pursuant to tfiv 11 w normal plan and permitting, process, and (vii) to operate and maintain the buildings, grounds, IL i tru ure in the rnanwQr prescribed by the New Lease throughout the 0 t IV, New and Wraso term r I Lew. I/ 2.3. Ifthel) rtle,� elect to proceed with the Projed, Hyatt shall take, the lead, at its expense, in obtaining all tillernents for the Property to accornrno&tv the approved Master Plan "). The City shall use its best effods to assist and jvasoni y c n with - y t baa /M;!,� m bi 001 rate 11 It it rou glioul the Zoiiing and Entitlement prow�s. III the event that t1w, parlies ekxt, Oreithcr Party elects, to Ila proceed with thellroject, the Parties sfml I have no obligations hereunder other than the confidentiality pmvisions. 19 3. NEWLEASE: 3.1_ EFFEC'FIVE DA'm' OF LXASF; TERM: The Ncw [,ease shall be effective (the "E,-Mective Date,") upon execution by the Pa ies, and cacti Party liavinig obtained all necessary. approvals as set forth iii the MOU and /this erre Sheet and the Parties having agreed upon the Master Plan, which will be attacbcd to the ew Lease. The initial lurni for theNow Leaseshall be froni the d-iteof gr .1tio (.'C'on ound lease executio ("Commencement Dale") IJIMUeh Deeembi�r 31 of the ycir that contains the 99" anniversary the ComimnceniQnt Date, 3.1 GROUND RENT: M On or before January I" of eiich lease year, flyatts pay to the City base rent ("Base RcM-) for the Property as follows: DurgintheMINSILLNit-12iLKCTJL)LI: Base Rent (to be paid by Hyaf I, or the de4per of the Prod ject, uring the construction 'el I p�Yivd) for [he Property sha 11 be the folio i r Yt�nr one (1) during the eon!�w� trtion pe/nd $0 Q� Year two (2) during the construction 91rind $500,000 Year three (3) during the co (,Aperiod $500,000 Two millionrs ($2,0,000) Ivr year (as may be escalated from year to ym), or, �400 6, The math � atical average of two appraisals commissioned bythc City for tht! land unc r which the hotel is constructed pleas gpace occupied by the Jamts L, L' ' r /Knigli onvention center. The formula for the esvab)Winiant of base rent ror the trate property and James L. Knight centaur shall bu, five percent (5%,) multiplied of appraised VaILM Sliokild5%oftli(:niitheiiiiticaI -1 Ce o of t' a 0 !erago f hvo appraisal eNceed two million S(2,000,000) pet, year (a�, may be escalated from to yt,,aj-), Hyatt shall bc.required to pay tip to, bLK not More than han Seven percent (71/6) of gross room and meeting roceipts of the Property plus 5% of gross beverage receipts, pILN 3% offood receipts, plus a to be determined pen;cntage of other gross income receipts, as agreed upon the parties owe such tither- in.cotnesources at the Property are determined. For the avoidance of doubt, FlytW shall not pay any other rent or fees to the City for spat o utilized in thea operation of the Hoiel and mecting span c on the Property. la. Pr is P�tpr titian . r ri 31?a vela meat tart the i�rca er k add il ion to Burse dent flor file MotQl anti LMeeting space, after the construotior per=iod, the owner or the noir-H.cael componens of the Project shrrlI pay to the C ity a profi part ieipa,tioa rent ("Participation Rent-) ;with respect to the other income produci , areas of ilac Property. olhor than tilt l4otel and Motel Land and mectin spine, dolor 'led as the ©rea to of, I) A Eri be determined percr:rrtage or gross profil a • ciated with expanded d vcEap:alient or file P�s Terty a do .creel iri tlse a r y nt for the redcvelupment oNlie Properly; and 2) dent forth€iloically dateraililiizdbv: i. A Current appraisal of the property. cupied by the llotcl and Jades i.. l�ni�lrt �'�a�rs•etaiica�r Ccntca• as a" itt� coricer�r" sliitll lie laerfraraiaztd. ii. An appraisar of the land area ' the Vlotei. and James L: Knight C011veriti011 CtfflWr Mrld and all apJAIrtenant air rights sell be, perrormed and determined-�" iii hest and best. use" id, The diflerezwe betvvem Ili iest and bt t use vilue of the Hotel and James L, Kidght Conven on Center land and value of going concern of the Botel and Co lencion Center shall be the City's financial contribution to (lie cx 5anded development. dee Below �ExsrrLI e For eanotr trittic�rs I'ur lo: I� chest & "est i.Isc lue X X100.000:000 of Hotel and Con nt on Ceaitcr Land Less: Value at' trate] arrd Y$60,000,000 Convention erzW as Cstainv Cart rir E uals: C' v� ConttibEttiosi 40,000,000 City's . ` ntributicm shall be treated as a limited partner equity invesbrrtmt, rNotw' isttrnding the foregoing the Cky slmII not be a Joint vctiturcr or parr er vvitlr i3yaii any rfcrer3ces to pati�3r cquit.v investrncrtt �ittd similar t firs are soler rot, lmrpasles cafcalutrlati;n llartkipatioa Refit. Tlrerefar�e, if re toull irivie.strr en( r€ r the expa,.nded devc lope ent ii A $200,000,000 then City's profk participation using the example above shall be 201K of ($4060,000) divmeki by A (52"00, 00,000) , The numerator is etparal to Z ($40,000,.000and the donominator is A (S200,000,000) which produces tla,� City's eQuity contribution of 20% 3.3, �4? 3.4, NET LEASE: The New Lease sha be absolutely net to City, and Hyatt shall pay all real estate and otlw related expenscs during the term thereof. 33 std ORDINIATION: The New Lea!ic, any leasehold interests created thereby and any wcurityhater sts guanted therein (to lenders, �equf�y providers and the like} shall besubordinate to City's fee nterest in the subject P. ert whic Property at all titws throughota the New Lease term or ", tertMons thet r, provided., however, I that the Parties shaff record a immorandoin or ieaie againsttiw PrQpert , which shall be s,fmior in ees Iotcl priority to any encurnbrance on City's 11 � imple intere. t in the I nd and Conventio Center bared and rewmionary interest in the irupravements on such lands. 3.6 PARKINIQ TJw New Lease will provide Hyatt with all (bo.same respect to tho Hob�l Linder file Existing Ground Lease to reasonably apportion parkingin the G4 Garage to C, p Project. lNotwithstanding, flie foregoing, as part ofthe portiori of the parkh)--- requirements for the Project Plan for di c Property (separareand apart from par , g 1? ASSIGNMEM' AND MSPOSITION. R p/arkin, rights currently held by 1-1yatt with I'll lartits will Cooperate with ealdl other �J�) .1 1(je I .1 rale net essar�v additional park, i ng for tris oject, 1-1�aft may propose that all or note by I met by Vroposed parking within the Master 01 w witil ill t ith hi the Parking Garige). withcily"s prior va,ittvilapproval, Hyatt ay assign the NewLease to. an assignee that has a net pr"va '* Worth orP "Y And eithe iol& a kawlfiso with a First Class Hotel Company or a engtqes � manager Who is a First C1 sHotelCornpuoy. A "First Class Hotel Company" is a company or pro area type that /enjo, a reputation in die hotel iudw4y s4nilar to that of Hyatt eg Corporation and the HyaA Rogow pro�duct. g�,e eorconditionally kmsign the New Lease to 4�uiehold mortgigQ�5 t sha 11. be as, prav ided fii the IN Least�. 3,9 MORTGAGEF PROI'EUIONS: The New Lta-4 shall i ClUde customary and comm-ercially reasonable provisions for die b�'nefil of ffyan'slender, inch h1g, WithOUL limitation, the right of lender (1) to receive node s. of any Hyatt dcfaultsoruernfln ion by C ity, (ii) to cure any Hyatt clefart Its within. a reasonable grace Period, and I o (iii) upon wraij don [Tic New Lease, to imter into a new lease d iv?etfy with City on the same ternis and mons ons as thc New Lease upon lende'g cum enr- of all of T-1yall"s prior defaults, to the i extt SUS42 t ib le of be Ing cured. 3.9 GTHER/YERMS AND CONDITIONS: Atorni or i�ew Lease shall includc other terms and conditions that are normal and cuswfllary, shnilar projias and as agreed w by Hyan and City. 4. PUBLIC FUNDINCY: City rd -tall reasonably. cooperate with and assist Hyatt in obtaining avaiLibic gover-ninen incentives I` (such as, by way of cxaniple, salci tax relic ran construction, jmlerial3, TIF -type ime fives, etc.) in connection with the Now Lemand the investment by flyatt in the rodevelopmeat cif to Property, S. CON4 M UN ITY OUTREACf I AND STAKEI IOLDF R MEE MNOS : The Ground Leasushall set forth the parametcm and the Parties' rQspcetive ro](Vand obligations related to all community outreich and stakeholder meetings to be conducttd in Co rection with tile zolling EmitfemenN or others Lic relax -d to the. desigii and development of c t. 6. REAL ESI'ATE BROKERS: C13R.E a las hired 4y the City throLigh Sfat� of Florida Contract, DOS- 12113-007A. Ryati intends to engagye CB RE in mmoction with the Prq)ioct. Other than CBR Inc. whose duties and loyalties are _zl, a solely to flua City, aio other real estate brak�-r or consultai onlinis sionorf"shallbedite has bQell engaged by eltherpirty. Upon e-vocutionofthe ow Lease bythaPardes, City shall be resPOD'Sible topay to CBRE, file. as pari ref its developmen osmacommission for theNQwLemem v U '0 f rn, e is set forth in a svparatv agreeineril behAcen CBRE, Inc. sand t64 City. City and I yatt acknowledge CBRE's rcpmentafion af 11w City and agrev Hutttfi,��Ne Lease or othor agreement betwekm the Parties toacquire. the Property wi 11 hiclu& said coca mizion a cemombyferorimce, Hyatt shall be respomible For costs assoclated with klyall's direO englg,.nen 0 f CBR E for all riew development (iflCkiding tho 0011st), tic C i0r] or rec omstrud ion Oro hotel a lid allmaclditional dove lopmen t on the Pro per% pursuant to between Hyatt and CBRE 7, EXISTINO LEASE TERMINATIOIN: The Extsting Ground Lease raced relm I ements will bo terminaud effective m of theD .Wective ate of the'New Lease, with each Pant re of 11 141, aiq claims (whether known or unknown). against. the other Party. 8. CONVENTION cEjN'rF.R rvi The management aure'm X(It 1, the" onvention CClItOr With the CUrretit manager will. be terminated as of the Wee cite Date or t, t�ew Lease, with Lessor pqyi:ng any outstanding fees and any required termillation, f"& 9, PRORATDW Real estate taxes special assessments, ufflines, rents argil' other amounts will be prorated. as of the E ffe( X a u.qual and cissloinary manner For a tran'Wtion orthia type. I o, i,rrLE,. A3 of[ FYfecflvo Date of thi: New Loa5c, the Property will be leased rive -ofany liens and mortgages; and 4A leases, tenancies or occupancics, or any Micr encumbrances, or any defect in title to the P;rqeerty that are not accepted by Hyatt in accordance :with the terms Of the Now Lease and will ba:j( ject to receipt of as satisfactory title it Policy. 6 IL REPRESENTATIONS AND WARRANTIES: Each Party will make customary repmsentatjonsond warranties to the otfies, Parly fir transadion or this type,.as ofthe date. of the execution cif the New Lease. 12. COVENANTS. Each Party will agree tocustomary covenants fora traiisactioll of this type. 13. PROPER'rY CONVEYED 4'AS IS- Exeept asspecifically sot forth in the Now Leaie, dio Property will be'conveyed in "as is" condition. 14, TRANSACTION COSTS, The City shall be responsible for the paynient of all transfe ta.xi�s aod recordation kes and the title: instmincepromium. All other: transaction costs will be pa. id' accordance with local custonq for sim liar kirge cominerclal had transactions. Each pary will pay coir owii attorneys'fees. /o� 15� DELIVERIM At or WFore tho FTT�cflve matte of the Now Leaso. the Now Lekiz;e; (ii) an assignim eni and assumpfl n of[mangibles, (iii) a bill of sale, (jv) an assigilment uipmont leascs, sorvicQs comracti and other leases and d N, a U', P aaca P to Hy it 4asona from to C0111 I 1 11 of , d a -ulPtio other subleases relawd to thc Property (to the extei (v) estoppels for the benefit of Hyatt a roascynably requestW by Hyatt, (vi) all QtFl�r cu-�tomary docunients rewwnably necessary from lity to complete the New Lease-Hyan will .properly execute and/or deliver (i) an assignment said a -timption of --]I Agreeimnts, (ii) an assignment and assamption of imangibles,(fli) a bill or&,L-,and v) all othoretistoniarydocuments and funds reasonably necessary from Hyatt to complete the New ase - 16, MISCC.LLANEOUS! M1. DEVELOPMENTPRO FORMAS: Hyatt provido t City With devciopment pro foripas for cQnovated existitig or new hotel nand any other ni i) ad use devclopaient to occur on the site. 161. CONINILWCA71-10-INS; -oa,0 all csta6lish as cornotanications protocol (0.g, report , meetings, designated rept zaatttives} to maintain open arid 00finU fIMm IS lines of coag between theParties wi 1 rspect to at, desigTi, entitlement, development and programmingadivities slated Yea the e 16.3./ DISPUMS, All disputes tinder die New Lease shall lie resolved pursuan:t to procedures to be set fortb hi, ilio New Lease, 7 16.4. DEFAULTS AND REMEDIES: The New Luase, will set forth provisions governing defaults by the Part' & theremider and wil.1 s;.t forth the remedies available to the noo-defaulting Party in the Qveq(of a dorault. 16-5. NO ASSIGNMENT: Except a3 set forth in Section 3.7 above, neither Darty slia I I be p/rInitted to assign, mmsfer or Otherwise Convey Its interests, rights, or obligations under tl -, New Lease witbout Written approval of the other Party. This Term Shcet does not constituw an olTd to lease the Property and ` arca subject to acceptance, nor are any of dw term5 coutalned lierein bbiding on either or the Pardee,, F rthermore, this Term Shoot does not obligate either Pirly to pi?oQe,.,-d with.a Iransartion ill &Y Wha , oQver, Thcrt shall bo agreement orily egoing (A) Hyatt and City speOriBally P I w 0 P p i' Property r(o a e 'a R 0 ();I o€ the regoing ackomictige that no Party shall have any obliration of any k�in'd r nature tothe othei, Party un less and unti I att and 111 �j au and 01 sucli Tarty actually asecutes and delivers the Now Leate no B) HY, e City reserves file right at t oily time to withdraw from further tiegol iation or considerati. n of the lranuvflovi coaccoplatad hereby for any reason or ror lit) reasoll in Hyatt's or the City's sole an abioluto discretion without liability of any kind Dr 1111ture to the otfter Party hereto. a