95-21571 Reso RESOLUTION NO. 95-21571
A RESOLUTION OF THE MAYOR AND CITY COMMISSION
OF THE CITY OF MIAMI BEACH AUTHORIZING AND
DIRECTING THE MAYOR AND CITY CLERK TO EXECUTE
THE ATTACHED LETTER OF INTENT REGARDING THE
LOEWS MIAMI BEACH HOTEL.
WHEREAS, Loews Hotels, Inc. ("Loews") was selected as the winning bidder in
response to a Request for Proposal ("RFP") to develop a convention center hotel on Site
1-A as described in the RFP; and
WHEREAS, the Redevelopment Agency ("RDA"), the City of Miami Beach (the
"City") and Loews have been engaged in negotiations for a number of months regarding,
among other things, the development, construction, ownership and operation of the
proposed hotel; and
WHEREAS, the RDA, the City and Loews, subject to the approval of the RDA and
the City, have negotiated the terms of the Letter of Intent attached hereto; and
WHEREAS, a Special Joint RDA and City Commission Meeting was held on April
28, 1995 regarding the Letter of Intent, at which time presentations were made b
9 9 , p by
representatives of the RDA, the City and Loews and the public was given an opportunity
to, and did, give their input concerning the Letter of Intent.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH that the Mayor
f
II
and City Clerk are authorized and directed to execute the attached Letter of Intent
regarding the Loews Miami Beach Hotel.
PASSED and ADOPTED this 3rd day of May , 1995.
■I 4t-/
MAYOR
11 ATTEST:
y?fyisv,„
C ITY C LERK
FORM APPROVED
Legal Dept.
By
Date - k
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CITY OF MIAMI BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139
COMMISSION MEMORANDUM NO. a_1 5 R�
I
TO: Mayor Seymour Gelber and DATE: May 3, 19 9 5
Members of the City Commission
FROM: Roger M.Cartto Laurence Feingold 4
City Manager City Attorney SWAP/Wm& 446
SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION AUTHORIZING
AND DIRECTING THE MAYOR AND CITY CLERK TO EXECUTE THE
LETTER OF INTENT (LOI) BETWEEN THE RDA AND THE ST. MORITZ
HOTEL CORPORATION FOR THE DEVELOPMENT, CONSTRUCTION AND
OPERATION OF THE LOEWS MIAMI BEACH HOTEL
ADMINISTRATION RECOMMENDATION:
It is recommended that the Mayor and City Commission authorize and
direct the Mayor and City Clerk to execute the Letter of Intent
between the Miami Beach Redevelopment Agency and the St . Moritz
Hotel Corporation.
BACKGROUND:
The attached Letter of Intent (LOI) and cover memorandum were
presented at the Joint Special Meeting of the City Commission and
Redevelopment Agency Board on April 28, 1995 . The Commission and
the Agency Board heard a presentation from the negotiating team,
from Loews ' representatives, and then received public comment .
Following the public comment, the meeting was adjourned.
' CONCLUSION:
The Mayor and City Commission should authorize and direct the Mayor
and City Clerk to execute the Letter of Intent between the
Miami Beach Redevelopment Agency and the St . Moritz Hotel
Corporation as submitted by the negotiating team.
RMC: jph
Attachment •
AGENDA ITEM R"�-
1
DATE 5- 3- ` 5
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RESOLUTION NO. 201-95
A RESOLUTION OF THE CHAIRMAN AND MEMBERS OF
THE MIAMI BEACH REDEVELOPMENT AGENCY
AUTHORIZING AND DIRECTING THE CHAIRMAN AND
SECRETARY TO EXECUTE THE ATTACHED LETTER OF
INTENT REGARDING THE LOEWS MIAMI BEACH HOTEL.
WHEREAS, Loews Hotels, Inc. ("Loews") was selected as the winning bidder in
response to a Request for Proposal ("RFP") to develop a convention center hotel on Site
1-A as described in the RFP; and
WHEREAS, the Redevelopment Agency ("RDA"), the City of Miami Beach (the
"City") and Loews have been engaged in negotiations for a number of months regarding,
construction, ownership and operation of the
among other things, the development, p p
proposed hotel; and
WHEREAS, the RDA, the City and Loews, subject to the approval of the RDA and
the City, have negotiated the terms of the Letter of Intent attached hereto; and
WHEREAS, a Special Joint RDA and City Commission Meeting was held on April
28, 1995 regarding the Letter of Intent, at which time presentations were made by
representatives of the RDA, the City and Loews and the public was given an opportunity
to, and did, give their input concerning the Letter of Intent.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE CHAIRMAN AND
MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY that the Chairman and
II
Secretary are authorized and directed to execute the attached Letter of Intent regarding
the Loews Miami Beach Hotel.
PASSED and ADOPTED this 3rd day of May , 1995.
�J
CHAIRMA
ATTEST:
I .
I SECRETARY
FORM APPROVED
REDEVELOPMENT AGENCY
GENERAL COUNSEL
ey
Date
C:IWPWIN60\PIA\LOWES.RES
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Miami Beach
Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139 tr
Telephone: (305) 673-7193
Fax: (305) 673-7772 ;.7c ,
REDEVELOPMENT AGENCY MEMORANDUM NO. 95-33
TO: CHAIRMAN AND MEMBERS OF THE BOARD
OF THE REDEVELOPMENT AGENCY
FROM: ROGER M. CARLTON
EXECUTIVE DIRECTOR
LAURENCE FEINGOLD
GENERAL COUNSEL
SUBJECT: A RESOLUTION OF THE MIAMI BEACH REDEVELOPMENT AGENCY
• (RDA) AUTHORIZING THE CHAIRMAN AND SECRETARY TO EXECUTE
THE LETTER OF INTENT (LOI) BETWEEN THE RDA AND THE ST.
MORITZ HOTEL CORPORATION FOR THE DEVELOPMENT,
CONSTRUCTION AND OPERATION OF THE LOEWS MIAMI BEACH HOTEL
RECOMMENDATION:
It is recommended that the Redevelopment Agency Board adopt the
resolution and authorize the Chairman and Secretary to execute the
Letter of Intent between the Miami Beach Redevelopment Agency and
the St . Moritz Hotel Corporation.
BACKGROUND:
The attached Letter of Intent (LOI) and cover memorandum were
presented at the Joint Special Meeting of the City Commission and
Redevelopment Agency Board on April 28, 1995 . The Commission and
the Agency Board heard a presentation from the negotiating team,
from Loews ' representatives, and then received public comment .
Following the public comment, the meeting was adjourned.
CONCLUSION:
The Redevelopment Agency Board should approve the LOI as submitted
by negotiating team.
b the ne otiatin
RMC: jph
Attachment CITY C����
SCUM i®BKTE
1?etleveBenmeflt ®istr ict Cedevelcoment IDIstrict
AGENDA ITEM 2-B
1 May 3, 1995
•
LETTER OF INTENT
May 3, 1995
Re: Loews Miami Beach Hotel
In February 1993, the City Center/Historic Convention village
Redevelopment and Revitalization Area was officially established by
the adoption of a Redevelopment Plan (the "Redevelopment Plan") .
The Redevelopment Plan was the result of the combined effort of the
City of Miami Beach (the "City") , Miami Beach Redevelopment Agency
(the "Agency") , Metropolitan Dade County and the State of Florida.
The Redevelopment Plan.represents the effort and commitment of the
Agency and the City to foster the development of convention quality
hotels, ancillary improvements and facilities, and necessary
linkages to the Convention Center. Pursuant to this Plan, the
Agency has acquired the land, known as Site I-A, which it has
agreed to make available for a convention headquarters hotel which
• will serve as the cornerstone of the Redevelopment Plan_ �
In furtherance of the Redevelopment Plan, the City published
a Request for Proposal ("RFP") dated November 29, 1993 .
In a resolution dated July 21, 1994, after a public review
process, the Agency selected St. Moritz Hotel Corp- ("SMHC") from
among the groups which submitted proposals pursuant to the RFP and
directed representatives of the Agency to negotiate the terms under
which SMHC would develop, construct, own and operate the convention
headquarters hotel referred to above (the "Hotel") in accordance
with the requirements of the RFP. This letter sets forth the
understanding reached as a result of such negotiations.
i. The Hotel
The Hotel will be an approximately 800-room headquarters
convention hotel to be constructed on Site I-A described in the
RFP_ The Hotel will be a first class, upscale property with
suitable convention, conference and meeting space and appropriate
amenities meeting the standards of the Loews Hotel chain and those
standards set forth in the Ground Lease (as hereinafter defined) .
It will be developed based upon the concept presented in SMHC' s
response to the RFP, dated March 7, 1994, subject to the definitive
agreements to be entered into between the Agency and/or City (as
applicable) and SMHC (collectively, the "Agreements") , the form and
substance of which shall be acceptable to SMHC' s lender, SMHC, the
Agency, the City and their respective counsel. SMHC shall be
obligated to develop, construct,
furnish and equip the Hotel in
accordance wi.th plans established pursuant to the gremethich
shall include approximately 190 on-site parking spaces. n s Hotel
shall be constructed in accordance with all applicable ing,
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D09:C 04758•DOGS-Krit180L15)P 5-12I-S2RYSOTI02i.
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building, environmental, safety and other governmental laws, rules
and regulations.
2. Costs and Financing of the Hotel
The preliminary estimated budget for the development of the
Hotel, and the financing sources, are as follows:
a. COSTS
1 . Hard costs, such as excavation,
construction, building materials,
contractor fees, etc. $ 66,400,000
2 . Hotel furniture and equipment 19,500,000
3 . Soft costs such as architectural and
design fees, consultants, legal
fees, hotel operator technical ser-
vices and pre-opening costs and
services, developer fees, site manage-
- ment fees, pre-opening insurance,
and initial working capital 17,600,000
4. Financing costs such as construction
interest, commitment fees, other
bank costs and fees, legal fees,
etc. 6,500,000
Subtotal: S 10,Q00,000
S. Operating deficit guarantee
10,000,000
6. Mortgage debt service guarantee 15,000,000
Total: S135,000,000
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D09:(04758.DOC3.t4A18011S1 5 DISTRIBQZION.
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b. SOURCES _
$ 66,000,000
1. First mortgage
2 . Initial equity provided by SAC,
riot to first
which will be funded prior 15,000,000
mortgage funding
3 . Agency' s share of project costs
(exclusive of land valued at
$24, 000, 000 and other Agency and/or
City Actions described below) ,
which will be funded as described
29,000,000
below
Subtotal : $110,000,000
4_ Operating deficit guarantee provided
by SMHC's parent, Loews Corporation,
for the benefit of and as required
by first mortgage lender 10,000,000
5_ Mortgage debt service guarantee •
provided by SMHC's parent, Loews
Corporation, for the benefit of and
as required by first mortgage 15,000,000
lender
Total: 5000,000,
FUNDING OF AGENCY'S SHARE
At the time of, or prior to, the execution of the
Agreements, the Agency will have taken all action required by
the manner
law to authorize, and will have sold and issued,0 0 of the manner
or
to be set forth in the Agreements,
will have incurred other debt resulting in net available funds
of $29, 000, 000 (which bonds or debt may be restricted to uses
permitted by law, now or at the time of such funding) , less
the net amount of U.S. Department of Housing and
Development Section 106 loan proceeds available for
development of the Hotel (which funds the Agency shall use its
good faith efforts tol obtain,
construction and the which funds o areas not the
restricted to the co
Hotel) .
The Agreements will provide that such funds be
shall
disbursed to SMHC' s construct tnende on r abo t tbe
commencement of construction, together with S Funded and shall be applied in
Equity (as hereinafter r ablee laws) The application of funds in
accordance with applicable
accordance with applicable laws shall be supported by
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appropriate documentation. The public areas of the Hotel
shall be owned and operated in accordance with all applicable
laws-
3 _ Agency and/or City Actions
At the time of, or prior to, the execution of the Agreements,
the Agency and/or City, as applicable, will have taken all action
required by law to authorize, and will have sold and issued, in the
manner to be set forth in the Agreements, bonds in a sufficient
amount, or will have incurred other debt in a sufficient amount, to
ensure that the following actions will be substantially completed
prior to the opening date of the Hotel as defined in the Hotel
Management Agreement (as hereinafter defined) (the "Hotel Opening
Date" ) . The Agreements will include a timetable commitment for the
completion of these actions as well as a requirement that they be
implemented in coordination with SMHC.
(a) Municipal Garage: As provided in Section 4 of this
letter_
(b) Site Improvements and Broadwalk: The Agency and/or
City shall provide up to $3, 000, 000 which shall be applied
solely to the cost of legally permissible exterior
improvements to the public areas and public access areas
relating to the Hotel and to that portion of the construction
of an Agency and/or City- owned and maintained extension of the
existing boardwalk or broadwalk (subject to applicable
environmental laws) on or immediately east of Site I-A.
The Agency and/or City
shall also be responsible for
maintenance of the beachfront adjacent to the Hotel and
construction and maintenance of the boardwalk rdww tt al or broadwalk from
21st Street to the northern boundary
In addition, the Agency and/or City shall use good faith
efforts to cause the implementation and completion of the
• previously planned State of Florida streetscape improvements on
Collins Avenue (AlA) from Lincoln Road to 15th Street and
connecting to Ocean Drive, so that these improvements are completed
prior to the Hotel Opening Date. SMHC will work with the Agency
and/or City in this regard.
The Agency and/or City shall perform the foregoing actions in
accordance with the standards set forth in the Agreements.
4 . Municipal Garage
Agency(a) Agency or City to Build Garage: The Ag cy or City
shall be responsible for the construction and maintenance (for
so long as the land subject to the Ground Lease and the
improvements thereon are operated as a hotel or the parking
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D09:C04758.DOCS.LfL118017.S1 h03'105-OISIRIHD'IZOK.
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spaces are required for the under applicable law) 1n of the
improvements thereon by pp
approximately
800-car municipal garage ( "Garage" ) on a City-
owned
washin ton and Collins
owned site within an area bounded by 5
Avenues between 15thto 17th
16th Street leading shall perform the foregoing
Avenue. The Agency and/or City
actions in accordance with the standards set forth in the
Agreements . SMEC shall act as developer of the Garage for a
fee of 3g of the project cost, plus out-of-pocket expenses,
to
pursuant to a development agreement
retail mutually ati s act uses to
the parties . In addition, any with
included in the Garage structure will be compatible fiance wi h and
enhance the Hotel and its vicinity in
standards set forth in the Agreements. The Garage will be
completed and ready for use not later than the anticipated d
Hotel Opening Date .lis The and/or City shall
hotel, not,
height
long as the Hotel P
of the Garage so as to adversely affect the useful enjoyment
of the hotel swimming pool.
Gara e erator: The Agency or City shall designate
(b) which designee shall be selected
the operator of tine Garage,recognized garage operators mutually
from a list of nationally
satisfactory to the Agency and/or City and SMHC, and which
operator shall be subject to the approval of SMHC.
(c) Hotel Use: Approximately 560 parking spaces shall
be available for priority use (as defined below) by the Hotel
(including provisions t for Hotel
all be valet
established by arrangements) .
Hotel Hotel user parking
operator, subject to the Agency' s ,
, s or City' s approval,
all,
provided, however charges to SMHC for valet parking
exceed 50% of the self-park rate and charges for Hotel
employee parking shall not exceed the lower of (i) monthly
parking rate, (ii) 50% of self-parking rate or (iii) contract
parking rate. SMHC shall utilize the available parking spaces
at the Garage prior to utilizing other off-site parking
facilities.
"Priority use" shall mean the garage operator shall set
aside solely for Hotel use such number of the allocated
parking spaces as Hotel Operator sh re�Cet tfr from time to
time upon not less than 24 hours prior
operator.
(d) Fro el Ga
ae Rent: SMHC shall pay annual rent,
payable monthly, equal to $500, 000 p
0 for the use fe) h below
priority- Hotel parking spaces, subject ect to are
(the "Garage Rent") .
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Dog:toa7sa.cocs.rxxlaousl*ffi+os rsmma rod.
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(e) Facility Usage Payment : In consideration of SMHC' s
agreement to utilize the Garage on a requirements basis, as
provided above, SMHC shall be paid monthly a percentage of the
annual gross revenues of the garage as follows (the "Facility
Usage Payment") , the first $500, 000 of which shall be applied
as a credit against the Garage Rent each year:
(i) 41 . 7 of annual gross s and with respect to
the first $1, 200, 000 of gross revenues
(ii) of annual gross revenues in excess of
$1, 200, 000 .
(f) Limitation on Losses: In the event cumulative
Garage Rent payments less the cumulative Facility Usage
Payments made by SMHC exceed $1, 000, 000, the Facility Usage
Payment will be the greater of $500, 000 and the amount
calculated in accordance with subparagraph (e) above.
(g) Street Extension: The City shall extend 16th Street
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(h) Enforceability: Appropriate provision will be made,
by easement or other covenant, to ensure the enforceability of
the Hotel's rights to the Garage. The Agency will ensure that
the development of so-called Phase B, the area on the north
side of 16th Street, will be compatible with and enhance the
Hotel and its vicinity.
5_ Ground Lease
The land comprising Site I-A, on which the Hotel will be
constructed, will be leased to SMHC by the Agency pursuant to a
• ground lease (the "Ground Lease") having the following provisions:
(a) Title: The execution of the Agreements by SMHC will
be conditioned upon fee title to the land being satisfactory
to SMHC. After execution of the Agreements, the Agency will
not further encumber such title to the land except with
respect to those matters (such as utility easements and non-
monetary reciprocal easement agreements) reasonably approved
by SMHC and which do not adversely affect the operation or
development of the Hotel as called for herein. Title to the
existing improvements on the land will be conveyed to SMHC on
an "as is" basis at the time of execution of the Ground Lease.
(b) Term: 99 years •
(c) Base Rent: $500, 000 per year commencing on the
Hotel Opening Date. Base Rent shall be increased every 10 •
years from the Hotel Opening Date in the same proportion
the increase, if any, in the then appraised fair market value
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of the land (on a vacant and subject cap unimp to rave abasis) each to a base
value of $24, 000, 000, e in the GDP implicit price
deflator to the appl I ono change shall Base Rent during an
deflator index_
escalation period be less than the Base Rent during the prior
period. ,
(d) Additional Rent: Net Cash Flow saftertD Debt
aSe_ice
(as hereinafter defined) shall be
pursuant to the following Tiers:
Tier 1. 100% to SMHC until rounded p plus oerating shortfall ll
eserve (up to $
15% per annum as calculated from the later to
occur of the date suchDameunts are funded d and
the Hotel Opening
li
compounded) is repaid.
• Tier 2. 100% to SmEC until SMHC receives a ferped
annum cumulative (not compounded) pe
return on the $15 million initial equity as
calculated from the later to occur of the date
such amounts are funded and the Hotel Opening
Date (the "Funded Equity") .
Tier 3 . 100% to SMHC as interest at 15% per annum
cumulative (not compounded) on funds provided
by SMHC to meet development cost overruns,5
subject to a cap of $11, 000, 000, and up to$ 5
million of additional operating
calculated from the later to occur of the date
such amounts are funded and the Hotel Opening
Date.
Tier 4. 80% to SMHC and 20% to the Agency until SMHC
has (i) received 25% Internal Rate of Return
(as such term is defined in the Agreements,
hereinafter referred to as IRR ) (cumulative
and compounded return on and return of) ,
its Funded Equity ($15,000, 000) as calculated
from the later to occur of the date Dsuch
amounts are funded and the Hotel Opening
not including the shortfall reserve, actually
funded and (ii) been repaid cost overruns and
operating shortfalls referred to in Tier 3 .
Tier 5 . 20% to SMHC and 80% to the Agency until the
Agency
has received (as calculated from the
Hotel Opening Date and including an 8% IRR
Additional Rent actually paid) on and
(cumulative and compounded return
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D09-(0a75.8.DOC4.KLU.Ba Flx6 DISZ:LIDDT109.
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return of) its land at a fixed value of
$24, 000, 000 .
Tier 6 . 85% to SMHC, 15% to the Agency.
(e) Non-Subordination: The Ground Lease will not be
subordinated to the first mortgage or to any other financing
agreements.
(f) Real Estate Taxes : The Hotel, including the land,
will be subject to ad valorem real estate taxes levied by the
City and other governmental. authorities in accordance with
law. SMEC will be entitled to the benefit of any tax
abatements and reductions as are, or may become available
under applicable law, as if it were the fee owner of the land.
(g) Environmental Indemnity: The Agency will provide an
indemnity to SMHC with respect to the remediation, as
described in the Agreements, of environmental matters
affecting the land and the improvements thereon which exist
prior to the execution of the Ground Lease, except as to those
matters disclosed to SMHC in the environmental audits provided
to or obtained by SMHC prior to the execution of the
Agreements.
SMHC will provide an indemnity to the Agency with respect
to the remediation, as described in the Agreements, of
environmental matters affecting the land and the improvements
thereon arising from and after the execution of the Ground
Lease and/or relating to the mitigation of the environmental
matters disclosed to SMHC in the environmental audits provided
to or obtained by SMHC prior to the execution of the
Agreements.
No limitations of liability will apply with respect to
the foregoing indemnities.
(h) Financing: Any financing secured by the Ground
Lease or Hotel, and any refinancings thereof, will be provided
by institutional financing sources or, subject to the "Deemed
Debt" provisions herein, an affiliate of SMHC. Without
obtaining the Agency's consent, the principal amount of the
initial financing or any refinancing of the Hotel shall not
exceed Deemed Debt, as hereinafter defined. The Agency will
not be called upon to subordinate its interest under the
Ground Lease in connection with any financing or refinancing.
Loews Corporation (or an entity acceptable to the first
mortgage lender(s) and the Agency) shall furnish a completion
guaranty for the benefit of the construction lender and the
Agency-
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D09:[04758.D0( .21:M180115 5 DLSTRIBITrZON.
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the Agency' s Tax Increment
(i) Purchase Ovtior.: While „Bonds" ) have not been
Revenue Bonds, Series 1993 (the urchase the land be a
retired, SMHC will have an option to P appraised fair
market equal to the greater of (1) the then app
markket value of the Agency' s interest in the land based upon
an arm' s length sale to
a third party buyer not affiliated
with SMHC taking into account the then current state of title
as well as the continued existence of the round Lore (and the
Hotel Management Agreement
amount determined as follows:
years until Additional Rent payments .
have reached Tier 5 :a,
For all fiscal Y an amount to return to the
have
Agency an 8% IRR (which calculation will include
Base Rent and Additional Rent payments made to the
Agency) on the land value fixed at $24, 000, 000 _
b. For fiscal years in which Additional Rent is being
paid at Tier 5, but not Tier 6 : an amount equal to
the greater of (i) an amount to return to the .
Agency an 8% IRR (which calculation will include
payments made to the
Base Rent and Additional
e fixed at $24, 000, 000 or
Agency) on the land
(ii) a ten times multiple of the average Rent
de Basse e Reent
and Additional Rent paid to the Agency
prior three full fiscal years.
•
c. For fiscal years in which Additia� Rent t� bermes
paid at Tier 6: an amount
multiple of the lesser of (i) average Base tRe Rent
nd
Additional Rent paid to the Agency during
three fiscal years, or (ii) average Base Rent and been
Tier 6 Additional Rent whit e Prig have full
payable to the Agency during
years determined as if payments were due in
fiscal y ears_
Tier 6 for each of such three fiscal y
that (x) the purchase price with
Provided, however, purchase option after December
respect to the exercise of the p above ( ce ber
1, 2004 shall be computed pursuant to (i) (2)
if at least 122 days prior to the
regard to (i)- ( )7- above) shall have given the Agency y
exercise of such option, SMF?C tion and
notice of intent to exercise its purchase op
unconditionally prepaid rent e Bands heaccordan Lease
their
amount sufficient to redeem purchase option, which
terms prior to the exercise of such p�c
amount shall upon exercise of such purchase option be credited
price thereof, and (y) the purchase price
against the purchase p
with respect to the exercise of the p urchase option any
on at a paid full any
time after the holders of the Bonds have been p
been
principal of and interest thereon and the Bonds have e:
p other than as a result of (x) abo ve) shall be
retired (
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009 a(O(758.D0CS_KTA1801151 t42'AS_DisvasUt=oN
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above (without regard to (i) (1)
computed pursuant to (i) (2) above shall not apply to
above) and the requirements of ( )
the exercise of such purchase option.
paragraph
The parties acknowledge that clause
interpretation of
(i) has been included based upon the present
144 (c) (2) of the Internal Revenue Code (the he de") in
relation to the Bonds by counsel to the Agency- time ties
agree that such clause (1) shall not apply if at any
counsel knowledgeable with respect
to t the oo he t an spectsn ax aspects of f tax-exempt bonds, in form and substance
to
satisfactory to the Agency and its counsel, to the effect that
the exercise of the purchase option at the price determined
i
l
ex
t the on
cus
pursuant to clause (2) will not adversely affect the
interest
from gross income for federal income tax purpo
on the Bonds.
In the event, within option he
2(the date oflexercise beingccalled
SMHC of the purchase
•
the "Exercise .Date") , SMHC shall consummate the sale of h
Hotel to an unaffiliated third party (a "Post-Option at t }
")
with whom SMHC had reached an agreement in principle,
evidenced in writing, at any time during the 6-month period
prior to the Exercise Date, the Post-Option Sale shall be
deemed to have taken place on the Exercise Date and the Net
ance
Proceeds shall be distributed a credit in favor f SNiHCran an
with Paragraph 7, subject price theretofore paid to
amount equal to the option purchas e p
the Agency. •
(J) Lease and Transfer of Hotel Public and•to be
generated,consideration of (1) the various of the Hotel, (2)
generated, by the ownership the Hotel puotel, 2)
the support of the Convention Center byl below and (3) t to .
the agreement described in Paragraph ( ) low and
shall
providing
the Funded Equity ($15, 000, 000)
(A) lease to SMHC for a term coterminous with the the Agency Lease
all of the public areas of the Hotel owned p by on described in
(B) upon consummation e, of the
all of its right, title and
interest in the Hotel, the public areas thereof, to
interest in the Hotel,
SMHC.
•
00 Ri ht of Fir t Ref al . In
the event the Agency
offer for sale of all of its
shall desire to accept an including the public areas
interest in the land and the Hotel,
of the Hotel, SMHC shall have a right to purchase such
interest upon the same terms and conditions
s. thehsame are
offered and in accordance with the Agreement
shall not sell less than its entire interest in the land and
the Hotel.
10
DO9:(0475 a.DOGS_riI1180133j 5-DISITaDCITxON
.
. . -
SNIFiC will enter
into an
(1) COnve*�tion Center: which the improvements
agreement with the City pursuant to will be made available
will be operated as a hotel and rooms
to support Convention center events according to .a formula to
be negotiated. The formula will mino rfrom
committed, rate structure, and timing of release of rooms
nt . This agreement
the City' s rights pursuant to such ag reeme eeme events between ent
will also provide for joint marketing g
Hotel and the City ahotelfor
servicces designation
support the Convention
Center. supplier of
The term of the agreement shall expire upon the
Center.
earlier to occur of (z) termi nation of the Redevelopment Plan
. (without regard to any extensions thereof) or (2) the City' s
failure to maintain the nvntione Center at its present
location in at least its present
(m) The Agreements will include customary provisions and
such other provisions mutually
satisfactory to the parties.
r Debt Service
6 . Definition of Net Cash Flow after
"Net Cash Flow after Debt Service" will be defined as "Hotel
Operating Profit" after deduction of Debt Service.
"Hotel Operating Profit" will be defined as total revenue from
operation of the Hotel from and after the Hotel Opening Date
("Hotel Revenue") less all costs and expenses incurred in owning,
maintaining,
conducting and operating the Hotel, other than Debt
,
$ervice, depreciation and amortization as s would include,cluddee,
without limitation, all operating costs, such These costost
benefits, the cost of goods, supplies, utilities and services,
repairs and maintenance, the Base Rent, all Hotel Operator fees and
payments, capital additions and improvements (other than those
funded through the reserve for additions to furnishings for
equipment, and except that deduction �S�lder�th Agreements
capital additions and improvements envy unless such consent has been.
require the consent of the Agency, all insurance
• obtained or is deemed to have been ieasobtainedd) ,all taxer and
premiums. Payments under equipment
assessments, and all payments into the reserve for adntions,
substitutions and replacements to furnishings and equ p
"Debt Service" will be defined as all payments in respect of
principal and interest on "Deemed Debt. "
"Deemed Debt" will be defined as the principal amount of
De0 Deb Sb C is the owner of the Hotel and after
$66, 000, 000 s le the o long as SIC` the principal amount equal to the
a sale of the Hotel by rinse
greater of $66, 000, 000 or the actual princip aI amount not to exceed
debt) . To the extent
75% of the sale price (including
amounts of Deemed Debt are not held by an institutional financing
source, debt service shall be calculated assuming interest payments
11
D09:( oo
7sa. cs.raateoissl n
s_aisrars° os.
•
•
at the Citibank, N.A. prime rate and principal payments in
accordance with a 20 year amortization schedule_
7 _ Application of Net Proceeds from Sale of the Hotel
In the event of a sale or refinancing, Net Proceeds would be
determined as if such Net Proceeds were Net Cash Flow in the year
of the sale or refinancing and will be distributed to SMHC or its
successor and the Agency in accordance with the various Tiers, as
if such Net Proceeds were Additional Rent as provided in Paragraph
5 (d) . For purposes of calculating Net Proceeds, the gross proceeds
received from such sale will be deemed to include any amounts
received by an affiliated hotel operator for the transfer of any
interest of such hotel operator in the Hotel Management Agreement.
Subsequent to any sale or refinancing, Net Cash Flow would continue
to be distributed in the same manner as prior to the sale or
refinancing, but after taking into account the distribution of Net
Proceeds in payment of the various Tiers under Additional Rent to
SMHC or its successor and the Agency, as set forth above.
• "Net Proceeds" will be defined as the proceeds from a sale
less debt repaid and all reasonable and customary transaction
costs.
For purposes of this paragraph 7, a sale shall be deemed to
mean any transfer by operation of law or otherwise by SMHC of a
greater than 10% interest in the Hotel or the Ground Leaseent,rof y
transfer, by operation of law or otherwise, by P a
greater than 10% equity interest in SMHC, in either case to a
person who is not a controlled affiliate of the Loews Motels chain_
Any transfer to a controlled affiliate of the Loews Hotels chain
will not constitute a sale. In addition, with respect to any
mortgage held by an institutional financing source, provision will
e
be made so that (i) the transfer o foreclosure purchaser
other trans er oto ra
sale, (ii) a deed in lieu of
mortgagee, or (iii) a sale by such mortgagee would not constitute
a sale.
8 . Agency Approval Riahts, •
The Agreements will provide the following approval rights for
the Agency:
Agreements w
(a) Plans: The Ag will include preliminary
plans and specifications resulting from the expenditure of
Design Costs described in Paragraph 11 (the "Preliminary
Plans") for the construction of the Hotel, a pre-construction ed by
budget and development budget which
of the negotiation of the
the Agency and SMHC jointly as part Shia'negotiation
(and its
g
Agreements. The budgets will include all of payments to
affiliates and development
suchpreasonably l
other items requested by the
12
DO9:(04758.Eccs.t4A18011s1 s DIsmnsm•1ox•
•
•
The Agreements will include a timetable for
Agency- plans . SbgiC will provide to
submission and approval of h final prior to the start of
the Agency a critical-p
construction.
will have the right to approve material
The
Agency contained in the final
changes, ad ditions and alterations do not substantially
plans to the extent such final plans Agency ma
comply with the approved Preliminary i Plans. The
i genc with a Lmay
not object to changes required to comply
additions any
in so far as such objection material changes,overruns. the
objections by the Agency to specific, and, at
alterations will be reasonable and choices which would not
Agency' s option, may include alternate result in extra cost_ If the Agency validly and appropriately
op objection is
objects to a change proposed by SMHC and such obj SMF?
any,any C may, to the
upheld following binding arbitration, if
extent permissible under applicable laws, nevertheless
but any resulting budget overrun would
implement the change, Rent or otherwise, except as
not be reimbursable as Additional If the Agency approves a
provided for in the Agreements. ro osed by SMHC,
change but at a justified lower cost tha(o as established
the cost approved by the Agency
following y arbitration) will be included in SMHC's
aoweoverrun binding Additional Rent") . Notwithstanding the
allowed ovpprun (see plans or specifications and changes
Agency, approval of any Aired to comply with all applicable
thereto, SMfiC will be required laws with respect to the construction permits the ob rating of the
ration of the
Hotel, including, without limitation, under applicable laws.
required consents and permits required
l rights will not cover areas of
The Agency s app rova to the extent reflected in
interior design and decor except The Agency will have the
the approved Preliminary Plans. to have
ct the project during construction and Save
right to inspect expense.an on-site representative at its sole of and until
will not commence construction of applicable final plans has been
any required approval.
obtained from the Agency.
Fina ial S atements: SMSC will deliver to the
(b) annual audited financial
Agency monthly unaudited and will be provided annually
wih statements. In addition, the Agency projected inc me statement t All with an information copy upcoming year-
reflecti-ng the budget for the up
statements will be prepared in accordance with the nIIS Uniform
to
System a Accounts for tstand books eofsaccount relating be
operation financial statement will have the
available of the Hotel examination_dThe Agency rent
i ry ethe
available .for audit a any expenditure that is not p
which represents an overhead cost properly
right to challenge
calculated,
13
009:C04758.Docs. .L3Q - lt="OS DIsmammIcs.
•
chargeable to the management company' s home office (including
subsidiaries and affiliates of the management company) as
opposed to the Hotel, or any costs fraudulently incurred.
Provision will be made to attempt to ensure confidential
treatment of all information relating to competitive or
proprietary information. In the event the Agency' s audit
shows that the Agency' s share of Additional Reonthea Agbeen
understated by 3' or more, then SMHC will pay
the cost of such audit in addition to any deficiency payment
required.
(c) Sale of the Hotel : A sale (as defined below) of the
Hotel or SMHC's interest in the Ground Lease shall this be subject
to the Agency's approval. For purposes transfer this
operation
8 (c) , a sale shall be deemed to mean any
of law or otherwise by SMHC of a greater than 50. interest in
the Hotel or the Ground Lease or any transfer, by operation of
law or otherwise, by SMHC' s parent, of a greater than 50%
_ equity interest in SMHC, in either case to a person who is not
a controlled affiliate of the Loews Hotels chain. Any
transfer to a controlled affiliate of the Loews Hotels chain
y
will not constitute a sale. In addition, with respect toszny
mortgage held by an institutional financing source, p o s n
will be made so that (i) the transfer to a
foreclosure sale, (ii) a deed in lieu of foreclosure such mortgagee
transfer to a mortgagee, or (iii) a sale by g t g er
would not constitute a sale.
The Agency reserves the right to disapprove the sale of
the Hotel to a foreign government or instrumentality thereof
or an entity controlled thereby.
Notwithstanding the foregoing, a sale of the Hotel to a
Qualified Purchaser (as reinafterededefined) shall
b- deemed
reasonable, and not require
A "Qualified Purchaser" for purposes of this section
shall mean a purchaser that: (i) is (a) a Permitted Operator,
as hereinafter defined, or (b) a financial institution
(including, but not limited to, banks, life insurance
companies, or pension funds) or an institutional investor in
real property or interests in real property (such as a REIT,
REMIC or other public or private investment fund) , which has
engaged a Permitted Operator; (ii) is not a foreign government
and instrumentality(Ii ) agree t thee bound by all the terms and controlled conditions
and {iii} agrees to
of all the Agreements.
(d) New Mana event Comp fn The Agency will have the
right to approve a new hotel operator (including the sale or
transfer of more than a 50 ' interest in the current Hotel
Operator) _ The Agency reserves the right to disapprove a
14
D09:(47S8.DOCS.r¢A1801151 EMOr DIS'LRL tOM.
•
hotel operator controlled by a foreign government or
instrumentality thereof.
Notwithstanding the foregoing, a change in the Hotel
Operator shall be deemed reasonable and
e not require
a conse ttof d
the Agency if the hotel resulting for the purposes of this
Operator. A "Permitted Operatosr not a foreign government or
section is an entity which (1) entity controlled thereby; and
instrumentality thereof or an has been engaged in the •
(ii) together with its affiliates, (a) earn the
operation or management of hotls for at least five y
such 5-year period at least one
has operated or managed during
convention hotel (i.e. , 600 or s more which rooms and 40, 000 or more
acel meets the quality
square feet of meeting P
a
standards set forth eration under ana Lease national and flag b) ha has the
national marketing operation a hotel chain which has a
entered into an agreement
national marketing operation under a national flag. .
Right to Cure: The Agency will have the right to
(e) mortgage, the Hotel Management
• cure defaults by SMHC under any as the parties may agree
Agreement and such other agreements
upon, and all such agreements will so provide.
(f) Approval Notices: (1) Neither the Agency nor SMHC
shall unreasonably delay,
withhold or condition any requested
approval required under any of the Agreements or this Letter
SMHC relates to the approval of
of Intent. If a request by ,
ie
rt s
certain matters to be mutually agreed upon by the pa rie
such as the sale of the Hotel or change in the Hotel Op
as aforesaid, and the Agency fails to respond within the
provided time period, then after the exp time
ir r atio io Agency,
n of such t
period SMHC may resubmit its requ e
provided such request (and the envelope in which such request
is transmitted) conspicuously bears the following legend,d, the
matter stated in the request shall be deemed ap such sec the
Agency if the Agency shall fail to disapprove
request within 30 days after receipt thereof:
"FAILURE TO RESPOND TO THIS REQUEST WITHIN 30 DAYS SHALL
CONSTITUTE AUTOMATIC APPROVAL OF THE MATTERS DESCRIBED HEREIN
_ OF THE LNAME OF AGREEMENT]
DATED RESPECT TO BETWEEN [DESCRIBE PARTIESI "
DAZE ED �_� rovide
contemplated that the Agreements will p
(2) It is for an expedited app roval process during the period prior to
the Hotel Opening Date.
(3) If the Agency's or SMHC' s approval is reaui ed under
of the Agreements, upon disapproval of a requ supporting
any will provide written reasons ppotin
Such dart disapproval of such matter to the other party-
. such party' s disapp
15
D09:I04758.DOCS. A18011.51e07O5 DLSTRLBMTICV.
Each party shall deliver to the other party its approval or
request for approval pursuant to the
Agreements witt any
disapproval time period_ If a party does
hin the app lica for an approval within the
not provide a response to a request
al
time period set forth in the Agreements (whether such h aprproval
request requires a single or double notice) ,
shall be deemed approved.
9 . Hotel Management Agreement
Pursuant to a management agreement (the "Hotel Management
Agreement") ,
the Hotel will be operated by an affiliate of Loews
Hotels, Inc- ( "Hotel Operator") as a first class, upscale
convention property in the Loews Hotels chain in accordance with
the following provisions:
(a) Management:
The Hotel will be managed by Hotel
Operator as part of the Loews Hotels chain in accordance erwith
the standards set forth in then Ground -Hot 1 Hotel Operator
name
will have exclusive authority
• and for the account of SMHC-
(b)
l Services: Hotel Operator will provide
technical services to assist
f rthe Hotel.in These servicestwill
furnishing and equipping review and approval of
include, among other things, (i) and decor and plans for
architectural plans, plans for design
approval all of which will be subject to Hotel Operator' s
set
approval to ensure that e h�H}t de eiop Grit criteria foranfurniture
forth in the Ground Le obtaining sources of supply;
and equipment and assistance in purchases and
and (iii) assistance in coordinating p eraand
installation of furnishings and equipment_ Hotel Op
will be paid a one-time fee of $300, 000 by SMHC for providing
technical services, plus reimbursement of actual costs (which
will not include executive time) in providing technical
services during the pre-opening period- These costs and fees
are included in the estimated budget referred to in Paragraph
8 of this letter.
(c) pre Obening Sery will Hotel Operator P
required services to SMHC to prepare the Hotel for opening,
among other things, (i) recruiting, training and
including g pre-opening
employing (in the name of SMHC) Hotel staff; (i contracts for
marketing and advertising; (iii) negotiating
-leases, supplies and similar items, (iv)
stores, concessions, leas licenses and permits; and
assistance in obtaining necessary
(v) assistance in purchasing initial operating supplies. .
Operator will be reimbursed by SMHC for the cost of
providing Hotel
Op services, including executive and
viding these pre-opening
staff time, and out-of-pocket expenses. These costs and fees
16
004:04758_DOCS.:QAI801157mSmOS oTSni iON'
are included in the estimated budget, referred to in Paragaph
8 of this letter.
(d) Term: 30 years, with four renewal options of 15
years each and one final renewal option of 9 years. The Hotel
se
Operator may not, without the consent of the
ecAgenc3 an e case
a renewal option unless the Agency
annum cumulative (not compounded) return (i .e. , Base Rent and
Additional Rent) on the land value fixed at $24, 000 , 000;ment
provided, however, that the foregoing ng requ ceei ed will
8% ease
to be applicable once the Agency
(including Base Rent and Additional. Rent actually erator paid)11 on have
land value (fixed at $24, 000, 000) _
the right to cure any shortfall with respect to the required
8% cumulative return by direct payment to the Agency, any
such direct payment being deemed Additional Rent .
(e) Management Fee
1. Base Fee: 3% of Hotel Revenue (calculated in
• accordance with USAH) .
2. Group Marketin4 Fee: 1.25% of Hotel Revenue.
Fee represents payment for chain wide
The Group Marketing provided rovided by the Loews
advertising and marketing services
home office, including overhead expenses of regional
offices. These services will include central
sales and marketing operation supported marketing
advertising, g
offices and nationwide corporate
and promotion programs. The Hotel Op erator will provide
these services to the Hotel on the same basis as it
provides similar services to other hotels in its chain.
• 3 . Reservation Peeg: The cost of centralized
reservation services provided by the Hotel Operator
through a third party service provider) shall be
allocated to the Hotel on a pass-through basis with no
mark-up, but in no event shall eincrease charged1to
increase by more than the system-wide
other hotels in the chain.
4. Fra1chiSe Fee: Upon the execution of a new
management agreement with a new hotel operator, such
hotel franchisor' s usual and customary franchise fee, not
to exceed 2% of rooms revenue.
In addition, Hotel Operator shall be reimbursed for out-
of-pocket expenditures reasonably and properly incurred in the
course of the management and operation of the Hotel, asto e
set forth in more detail in the Hotel an gsmen tAgreement.
1 and
This would include, among
17
D9:(047s8.DOCS. 18011s1►0 s DLS Log•
entertainment, telephone and other incidental expenses of
employees in performing services actually and specifically
incurred in connection with the Hotel . In
verhead expenses ut-
of-pocket expenditures include regular
Operator' s corporate facilities or compensation of home
office employees_
Notwithstanding the provisions of subparagraphs (e) (1)
be
and (e) (2) above, in the event a management
agreeme d shall
Fbe
entered into with a new hotel operator,
and Group Marketing Fee shall not exceed 4 .25% of Hotel
Revenues_
(f) Quality Standard: Hotel Operat u Cale be
eorequired
ed
upscale
operate the Hotel as a first class,banquet, convention and
center hotel, including high-quality
meeting services and facilities, multiple-food andd verage
outlets, room service, bell service, laundry and
other
services, a health and fitness id by facility,comparable upscale
services as are generally provided
center hotels of national repute consisten
the nt with
• the Hotel's physical facilities, and in any
of the Hotel operations and facilities (c n sisten) w with the he
Hotel' s physical facilities as they then
comparable to not less than arable more than SwlZOCh the parties
hotels (or such other comparable
mutually select pursuant to the Agreements) to be agreed
on by the parties. The comparable convention c ntirshotels
will be reestablished by agreement between the p
10 years_ The failure to operate the Hotel as required above
Lease
will constitute an event of will be entitled e enforce this
and, if not cured, the Agency ill
provision with appropriate remedies, including termination
and/or cure rights.
Notwithstanding the foregoing, Hotel
Operator will not be required to fund monies other than those
of
required to be in the FF&E Reserve for
meet the replacement foregoing
furniture and equipment necessary to
standard. The foregoing shall not be deemed to diminish
e
SMHC' s obligation to maintain the Hotel consiStent with ithtthe
• physical facilities of the Hotel as constructed purs
the Agreements.
(g) FF0 Reserve'
Hotel Operator will be required to
establish a reserve for replacement and additions to furniture
and equipment initially funded at 1% of Hotel Revenue in the
first fiscal year, increasing to 2% in the second fiscal y e
3% in the third fiscal year and 4% in the fourth and each
a
fiscal year thereafter. The FF&E Reserve will bee held d in
for
segregated account and such funds shall only
replacements and additions as aforesaid_
].S
DO9:(04758.Docs.Kukla 01151Y�`'105 DISTRIBUTION.
Without the prior consent of
(h) aadius Restriction:will not operate a convention
Hotel Operator and operate
or more square
Pre Agency,( _e. , 600 or more rooms
Property hereinafter, a "convention hotel"
space; Operator feet of meeting P space available to Hotel Op
(including any meeting P facilities agreements or
shared comprised pe of Da or
pursuant to any license or "Territory") Ft . Lauderdale;
County within the area ( the City of
County north to and including the will in no event be more
longer be applicable,in,no event
case may
restrict ve (or shall all this eo restraseima)
restrictive (o radius n restriction (or lack of the area
be) than any now or hereafter located in in
• regarding any other hotel n0 of 44th Street receiving
south or City funds (in
north of 5th Street and value of Agency The
excess of $5,000, 000 in including tax benefits) .
Hotel controlled thereby, will terminate or exclude
Lpce taie
Hotel' s radius restriction below, as applicable,
occurrence as described of thefollowing events
occurrence of any urchaser who is
(i) if the Hotel is acq��.ired by a p or Nis
n (i.e_ , two or more hotels)
part of a hotel chain either event such chain
chain and in either
Territory, such
hair
has a hotel in
hrs ore or more properties cluded from the radius restriction;
properties shall be ex
purchase of the Agency's interest in the
(ii) the P uthe land, by SMHC; and •
Hotel, including
(iii) the termination of the Redevelopment Plan
(without regard to any extension thereof) .
10 _ S� t� with regard
will enter into an agreement with SMHC and and
The Agency presently owned by the Agency and the
second Site lot (i.e. , the lot p acquired by the Agency) providing laws and
ently to applicable zoning
seo lot if achslot to such development and sand
development q ests for on ropo lot will i conform ae mutually
oehursts for proposalp applicable determine, if any, by
other matters as the parties may
acceptable agreement.
il_ D-si• Development sense Reimbursement
will, of necessity, incur
e that SMHC will, architectural
The parties acknowledge costs for p and services in
design,
significant engineering other technical advice omitting of the
engineering and
design, design, construction and permitting
Hotel with the prior to the execution of then Agreements.
the
("Design Costs") e foregoing, and in order
Hotel ( the SMHC
In consideration of transactions contemplated be hereby, to
and the consummation of the
and the Agency
have agreed that such costs
reimbursement as follows:
19
D09:E047se_DOGS.f4a18011s1 os DtsramBurios.
•
applicable, has not,
as app
(a) if the Agency or the g eem ents to
prior to December 15, 1995, entered into binding agreements
as
to meet its obligations
raise the funds necessary
2 b) (3) and Paragraphs 3 (a) and (b) ,
contemplated by Paragraph 1995, pay to
then the Agency shall, no later than December 31,
SMEC the Qualified Design Costs (as hereinafter defined) ;
(b) if SMHC has not by
December 15, 1995 entered into
binding financial commitments to obtain2 the)( 1)rstrgiCrtgage
financing as contemplated by Paragraph
bear all Design Costs incurred by
it; and
acceptable
(c) if the Agreements are not ecembe�5
form
1995, for any
to the parties for execution by
ing the mutual failure of SMHC and
reason whatsoever, including the case may be) to obtain
the Agency � (or the city,scant to (a) and (b) above, SMHC
shall be commitments o pursuant
the Qualified Design Costs and the
shall bear December 31, 1995, reimburse SMHC
Agency shall, no later than
for one half of the Qualified Design Costs_
hall mean Design Costs in
"Qualified however, that in
The term "Q d Design Costs" s 600, 000; provided,
an amount not to exceed $1' st 1, 1995 the Agency notifies SMHC
that i t wishes 15, 1995 and Augu further design work, Qualified
that ishes SMHC to suspend
Design Costs shall not exceed $1,
12_ Gen erdl to any
Any controversy or claim relating
(a) Arbitration: will be settled be
of the Agreements (or the breach thereof) methodology wiby
arbitration in accordance withandstandards heAgency and SMFiC
negotiate an expedited arbitration regime with respect to pre-Hotel
negotiated between the Agency appointment
Opening which regime may include the advance app
ppening matters,
of a qualified arbitrator_ provisions
• p
(b) _.;ability- The Agreements will and the
- the Agency' s
with respect to the limitation ofll Mable� mutually acceptable to
as app but no
City' s liability thereunder, oviding for reasonable damages,
the parties with the same p
punitive damages.
ofinitive Agreements- Upon execution of this Letter of
(c) D the appropriate
Intent by SMHC and approval of the terms counsel tr will draft the
bodies, the Agency' s o nsel wil , agreements
the
Agency and City Hotel Management agreements as
to wih Agreements (other than it is not a party and other age tshas
en °r Ci The Agreements will contain, among
to which the Ag CY covenants and
the parties may agree) . -conditions, subject
things, representations, warranties,
typical in similar transactions, sub act
to the ties and he eof . Te consummation of the
to the terms
20
D09:(o47sa_DOC's.MAlaovsi s DISmisur=
oec.
•
contemplated hereby is conditioned upon the negotiation and
execution of the Agreements with terms, provisions and conditions
mutually acceptable to SMHC, the Agency and the City -as well as the
obtaining of all necessary financing and the satisfaction of the
parties with all other agreements and matters necessary or
desirable with respect to the transactions contemplated hereby.
The parties shall comply with all applicable laws, statutes,
regulations and requirements and performance by the Agency, the
City and SMHC under this Letter of Intent and the Agreements shall
be subject thereto.
(d) Structure of Lessee: The entity constituting lessee and
developer will be MB Redevelopment, Inc. , HCV, Inc. , VRA, Inc. SMR
Redevelopment, Inc. and/or THR Redevelopment, Inc. or partnerships
of which one or more of the foregoing will be general partners.
The Agency and SMHC will cooperate in structuring the transactions
contemplated hereby accordingly.
(e) Assignment by Agency: In the event the Agency ceases to
exist, the Agreements will provide that the rights granted to the
Agency will inure to the benefit of the City and the City will be
bound to perform the obligations therein.
(f) Termination: Subject to the terms of Paragraph 11, this
Letter of Intent may be terminated by either party if the
Agreements have not been completed by December 15, 1995 .
(g) Non-binding: Subject to the terms of Paragraph 11,
neither party shall have any legally binding obligation to the
other until such time as the Agreements are executed by all parties
thereto.
(h) This Letter of Intent may be amended by a written
agreement executed by both of SMHC and the Agency.
AGREED AND ACKNOWLEDGED:
ST. ROTE • •P.
By: ia/ l/I 5-13151
_T : N 71 . Ti cc4-, Date
itle: tr.erg ,.T
MIAMI :EACH REDEVELOPAN AGENCY
By: • d 43)15
N: - . Sevno.ti G=M Date
//Tit n : Ckairn44
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
21
I
APPROVE � LE3/ T
By: Da e
Laurence Feingo ri ,
General Counsel
APPROVED:
LOEWS :c - - S HOLD r.
CORPO:/.TIO •
/oar s 3 � s. /
By. ,r� L_ sd1 Date
itle: G' 'P&,* w-.1 c in‘e d--
erem,b.,e. oAiie.r
C TY OP% . • B 01: , FLORIDA
/ �
SI3 , S
By: � Date
/ ante': fer nov.2 I.
e Title. rtcLiov
APPROVED AS • OEM:
i 01-i4/ olva 1C.
By: _`' � Id,
Laurence Fe•• J
City Attorney
•
FORM APPROVED FoRNi oVED
REDEVELOP T AGENCY - , a 'o
GE E: . •UNSEL ,
By .
By L� Date _1 •
Date
•
22
no9:(047S8.rocs-MIA1807.L`+7 5_01=