96-21863 RESO
RESOLUTION NO.
96-21863
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA AUTHORIZING AND DIRECTING
THE MAYOR AND CITY CLERK TO EXECUTE THE ATTACHED
SECOND AMENDMENT TO THAT CERTAIN LETTER OF INTENT BY
AND BETWEEN THE MIAMI BEACH REDEVELOPMENT AGENCY, THE
CITY OF MIAMI BEACH, FLORIDA, ST. MORITZ HOTEL
CORPORATION AND LOEWS HOTELS HOLDING CORPORATION,
PERTAINING TO THE DEVELOPMENT OF A CONVENTION CENTER
HOTEL AND PARKING GARAGE.
WHEREAS, St. Moritz Hotel Corporation ("SMHC") was the winning bidder in response
to the Convention Center Hotel Request for Proposals; and
WHEREAS, the Miami Beach Redevelopment Agency (the "RDA"), the City of Miami
Beach, Florida (the "City"), SMHC and Loews Hotels Holding Corporation ("LHHC") executed a
Letter of Intent (the "LOI") pertaining to, among other things, the development of an approximately
800 room hotel (the "Hotel") at and near 16th Street east of Collins Avenue, Miami Beach and an
approximately 800 car garage (the "Garage") at or near 16th Street between Collins and Washington
Avenues, Miami Beach; and
WHEREAS, negotiations are proceeding on numerous agreements relating to the
development of the Hotel and Garage; and
WHEREAS, the LOI originally provided, among other things, that if the agreements for the
development of the Hotel and Garage and related matters were not executed by the RDA and SMHC
prior to December 15, 1995, the RDA or the City may be responsible to reimburse SMHC for certain
design expenses for the development of the Hotel and the Garage; and
WHEREAS, the RDA, the City, SMHC and LHHC executed that certain Amendment to the
LOI, dated as of December 6, 1995, extending, among other things, the date referenced in the
preceding paragraph to January 11, 1996; and
WHEREAS, due to, among other things, the work and time involved in connection with the
negotiation of numerous agreements, a bond issuance, bank financing and property acquisition, the
RDA, the City, SMHC and LHHC would like to execute the attached Second Amendment to the LOI
to extend further the time by which the agreements must be executed and when liability for
reimbursement of design expenses might apply; and
WHEREAS, Section 12(h) of the LOI, as amended, provides that the LOI, as amended, may
be modified by a written agreement executed by both of SMHC and the RDA.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA as follows:
1. The Mayor and City Clerk are authorized and directed to execute the attached Second
Amendment to that certain Letter of Intent by and between the Miami Beach Redevelopment
Agency, the City of Miami Beach, Florida, St. Moritz Hotel Corporation and Loews Hotels Holding
Corporation.
2. This Resolution shall take effect immediately upon its passage.
i.~~P~
CITY CLERK
,1996.
PASSED AND ADOPTED this lOthday of
ATTEST:
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fORM APPROVED
LEGAL DEPT.
By /k; 1iiM--
.
Date ~J ~/., ~
2
CITY OF
MIAMI
BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139
COMMISSION MEMORANDUM NO. /3-q G:,.
TO:
Mayor Seymour Gelber and
Memben of the City Commission
DATE: January 10, 1996
FROM:
Jose Garcia_pedroSI!
City Manager
A RESOLUTION THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, AUTHORIZING AND DIRECTING THE
MAYOR AND CITY CLERK TO EXECUTE THE ATTACHED SECOND
AMENDMENT TO THAT CERTAIN LETTER OF INTENT BY AND BETWEEN
THE MIAMI EACH REDEVELOPMENT AGENCY, THE CITY OF MIAMI
BEACH, FLORIDA, ST. MORITZ HOTEL CORPORATION AND LOEWS
HOTELS HOLDING CORPORATION, PERTAINING TO THE DEVELOPMENT
OF A CONVENTION CENTER HOTEL AND PARKING GARAGE.
SUBJECT:
RECOMMENDATION:
It is recommended that the City Commission/Redevelopment Agency
Board approve the Resolution.
BACKGROUND:
At its December 6, 1995 meeting, the City Commission/Redevelopment
Agency Board approved an extension of the Letter of Intent for the
convention hotel and garage from its initial December 15, 1995,
date to January 11, 1996.
ANALYSIS:
Negotiations are proceeding on numerous agreements relating to the
hotel and garage. Due to the work and time involved in connection
with the negotiation of these agreements, bond issuance, bank
financing and property acquisition, additional time is required.
At this time, the Administration is asking for a two-week extension
to January 24, 1996, in order for the Chairman of the Negotiating
Team to be present and to discuss the status of the negotiations.
AGENDA ITEM
~LE
/-IO-0L,
DATE
At the January 24, 1996 meeting, the Chairman of the Negotiating
Team will recommend a final extension date for the Letter of
Intent, based on the progress of the negotiations at that time.
CONCLUSION:
The City Commission/Redevelopment Agency Board should adopt the
Resolution.
JGP /HSM: jph
Attachments
RESOLUTION NO.
229-96
A RESOLUTION OF THE CHAIRMAN AND MEMBERS OF THE MIAMI
BEACH REDEVELOPMENT AGENCY AUTHORIZING AND DIRECTING
THE CHAIRMAN AND SECRETARY TO EXECUTE THE ATTACHED
SECOND AMENDMENT TO THAT CERTAIN LETTER OF INTENT BY
AND BETWEEN THE MIAMI BEACH REDEVELOPMENT AGENCY, THE
CITY OF MIAMI BEACH, FLORIDA, ST. MORITZ HOTEL
CORPORATION AND LOEWS HOTELS HOLDING CORPORATION,
PERT AINING TO THE DEVELOPMENT OF A CONVENTION CENTER
HOTEL AND PARKING GARAGE.
WHEREAS, St. Moritz Hotel Corporation ("SMHC") was the winning bidder in response
to the Convention Center Hotel Request for Proposals; and
WHEREAS, the Miami Beach Redevelopment Agency (the "RDA"), the City of Miami
Beach, Florida (the "City"), SMHC and Loews Hotels Holding Corporation ("LHHC") executed a
Letter of Intent (the "LOI") pertaining to, among other things, the development of an approximately
800 room hotel (the "Hotel") at and near 16th Street east of Collins Avenue, Miami Beach and an
approximately 800 car garage (the "Garage") at or near 16th Street between Collins and Washington
Avenues, Miami Beach; and
WHEREAS, negotiations are proceeding on numerous agreements relating to the
development of the Hotel and Garage; and
WHEREAS, the LOI originally provided, among other things, that if the agreements for the
development of the Hotel and Garage and related matters were not executed by the RDA and SMHC
prior to December 15, 1995, the RDA or the City may be responsible to reimburse SMHC for certain
design expenses for the development of the Hotel and the Garage; and
WHEREAS, the RDA, the City, SMHC and LHHC executed that certain Amendment to the
LOI, dated as of December 6, 1995, extending, among other things, the date referenced in the
preceding paragraph to January 11, 1996; and
WHEREAS, due to, among other things, the work and time involved in connection with the
negotiation of numerous agreements, a bond issuance, bank financing and property acquisition, the
RDA, the City, SMHC and LHHC would like to execute the attached Second Amendment to the LOI
to extend further the time by which the agreements must be executed and when liability for
reimbursement of design expenses might apply; and
WHEREAS, Section I 2 (h) of the LOI, as amended, provides that the LOI, as amended, may
be modified by a written agreement executed by both of SMHC and the RDA.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE CHAIRMAN AND
MEMBERS OF THE l\HAMI BEACH REDEVELOPMENT AGENCY as follows:
I. The Chairman and Secretary are authorized and directed to execute the attached
Second Amendment to that certain Letter of Intent by and between the Miami Beach Redevelopment
Agency, the City of Miami Beach, Florida, St. Moritz Hotel Corporation and Loews Hotels Holding
Corporation.
2. This Resolution shall take effect immediately upon its passage.
PASSED AND ADOPTED this 10th day of
ATTEST:
~6fMtt p~
SECRETARY
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FORM APPROVED
REDEVELOPMENT AGENCY
GENERAL COU SE
By
Date -y?// C} 5
2
Miami Beach
Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Telephone: (305) 673-7193
Fax: (305) 673-7772
REDEVELOPMENT AGENCY MEMORANDUM NO. 96-1
DATE:
January 10, 1996
TO:
Chairman and Members of the Board
of the Redevelopment Agency
FROM:
Jose Garcia-Pedrosa ~
Executive Director ~~_.
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, AUTHORIZING AND DIRECTING THE
MAYOR AND CITY CLERK TO EXECUTE THE ATTACHED SECOND
AMENDMENT TO THAT CERTAIN LETTER OF INTENT BY AND BETWEEN
THE MIAMI EACH REDEVELOPMENT AGENCY, THE CITY OF MIAMI
BEACH, FLORIDA, ST. MORITZ HOTEL CORPORATION AND LOEWS
HOTELS HOLDING CORPORATION, PERTAINING TO THE DEVELOPMENT
OF A CONVENTION CENTER HOTEL AND PARKING GARAGE.
SUBJECT:
RECOMMENDATION:
It is recommended that the City Commission/Redevelopment Agency
Board approve the Resolution.
BACKGROUND:
At its December 6, 1995 meeting, the City Commission/Redevelopment
Agency Board approved an extension of the Letter of Intent for the
convention hotel and garage from its initial December 15, 1995,
date to January 11, 1996.
ANALYSIS:
Negotiations are proceeding on numerous agreements relating to the
hotel and garage. Due to the work and time involved in connection
with the negotiation of these agreements, bond issuance, bank
financing and property acquisition, additional time is required.
S()UTti f)()INTI:
~edevel()pment I)lstrict
CIIT C~~l;!
~edevel()pment I)istrict
At this time, the Administration is asking for a two-week extension
to January 24, 1996, in order for the Chairman of the Negotiating
Team to be present and to discuss the status of the negotiations.
At the January 24, 1996 meeting, the Chairman of the Negotiating
Team will recommend a final extension date for the Letter of
Intent, based on the progress of the negotiations at that time.
CONCLUSION:
The City Commission/Redevelopment Agency Board should adopt the
Resolution.
JGP /HSM : j ph fie--
Attachments
RESOLUTION NO. 228-95
A RESOLUTION OF THE CHAIRMAN AND MEMBERS OF THE MIAMI
BEACH REDEVELOPMENT AGENCY AUTHORIZING AND DIRECTING
THE CHAIRMAN AND SECRETARY TO EXECUTE THE ATTACHED
AMENDMENT TO THAT CERTAIN LETTER OF INTENT BY AAro
BETWEEN THE I\HAMI BEACH REDEVELOPl\1ENT AGENCY, THE CITY
OF l\1IAMI BEACH, FLORIDA, ST. MORITZ HOTEL CORPORATION
AND WEWS HOTELS HOLDING CORPORATION, PERTAINING TO THE
DEVELOPMENT OF A CONVENTION CENTER HOTEL AND PARKING
GARAGE.
WHEREAS, St. Moritz Hotel Corporation (ISWfC") was the winning bidder in response
to the Convention Center Hotel Request for Proposals; and
WHEREAS, the Marni Beach Redevelopment Agency (the "RDA H), the City of Mami
Beach, Florida (the "City"), SMHC and Loews Hotels Holding Corporation ("LHHC") executed a
Letter of Intent (the "LOI") pertaining to the development of an approximately 800 room hotel (the
"Hotel") at and near 16th Street east of Collins Avenue, Mami Beach and an approximately 800 car
garage (the "Garage") at or near 16th Street between Collins and Washington Avenues, :Miami Beach;
and
WHEREAS, negotIatIons are proceeding on numerous agreements relating to the
development of the Hotel and Garage; and
WHEREAS, the LO! provides that if the agreements for the development of the Hotel and
Garage are not executed by the RDA and SMHC prior to December 15, 1995, the RDA or the City
may be responsible to reimburse SMHC for certain design expenses for the development of the Hotel
and the Garage; and
WHEREAS, due to, among other things, the work and time involved in connection with the
negotiation of numerous agreements, a bond issuance, bank financing and property acquisition related
to the Garage, the RDA, the City, SMHC and LIlliC would like to execute the attached Amendment
to the LOI to extend the time by which the agreements must be executed and when liability for
reimbursement of design expenses might apply; and
WHEREAS, Section 12(h) of the LOr provides that the LOI may be amended by a written
agreement executed by both ofSMHC and the RDA
NOW, THEREFORE, BE IT DULY RESOLVED BY THE CHAIRMAN AND
MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY as follows:
1. The Chairman and Secretary are authorized and directed to execute the attached
Amendment to that certain Letter of Intent by and between the Miami Beach Redevelopment Agency,
the City of Mami Beach, Florida, S1. Moritz Hotel Corporation and Loews Hotels Holding
Corporation.
2. This Resolution shall take effect immediately upon its passage.
PASSED AND ADOPTED this 6th day of
ATTEST:
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FORM APPROVED
REDEVELOPMENT AGENCY
GENERAL COUNSEL
By 1it Jf/~
Date 1 \/so!~S
2
Miami Beach
Redevelopment Agency
1700 Convention Center C;-:vz
Miami Beach, Florida 33~32
Telephone: (305) 673-7193
Fax: (305) 673-7772
~
REDEVELOPMENT AGENCY MEMORANDUM NO. 95 - 74
DATE:
December 6, 1995
FROM:
Chairman and Members of the
Miami Beach Redevelopment Agency
..#
Jose Garcia-Pedrosa /7 /:'
Executive Director (~,.
A RESOLUTION AUTHORt~ING AND DIRECTING THE CHAIRMAN AND
SECRETARY TO EXECUTE AN AMENDMENT TO THE LETTER OF INTENT
WITH ST. MORITZ HOTEL CORPORATION
TO:
SUBJECT:
RECOMMENDATION:
It is recommended that the City Commission/Redevelopment Agency
Board approve the attached Resolution amending the Letter of Intent
(LOI) to extend the date of signing of the Development Agreement
and other relevant documents with St. Moritz Hotel Corporation from
December 15, 1995, to no later than January 11, 1996.
BACKGROUND:
The Miami Beach Redevelopment Agency's (RDA's) negotiating team and
St. Moritz Hotel Corporation have been diligently pursuing closure
on the convention hotel legal documents. The RDA I s outside
counsel, Squire, Sanders and Dempsey, have prepared drafts of the
hotel lease agreement and the garage development agreement. A
major negotiating meeting will occur in New York on December 11
through December 13, 1995.
The Negotiating Team focused on resolving major substantive points
prior to full drafting of the agreements.
S()UTti J)()I~I:
Vedevel{)pment District
CITY Ct:~I:~
l?ede,,:elooment District
-1
~
ANALYSIS:
The Letter of Intent, signed on May 3, 1995, contained a deadline
of December 15, 1995, to complete negotiations and have all
documents prepared.
This deadline has proved to be too ambitious due to the complexity
and enormity of the agreements necessary to conclude the deal. An
extension is necessary to provide sufficient time for a closing.
In the meantime, Loews will continue to expend funds for the design
development effort in order to remain on schedule to permit a
construction start in late spring and an opening by late 1997. As
a result, Loews will be committing out of pocket funding far beyond
the $1.6 million envisioned in the May Lor when a December 15, 1995
ciosing was presumed and is requesting an increase in the City's
potential liability to cover these costs. The negotiating team has
reached an agreement with Loews to defer this request until the
City Commission/Redevelopment Agency meeting on January 10, 1996 at
which time the following should have occurred:
1) Loews will have a commitment letter for its $66 million
financial package with Bankers Trust.
2) The negotiating team will have concluded the major portion of
the ground lease during negotiation meetings in New York from
December 10 to December 13, 1995.
3) The hotel development agreement will have been drafted and
reviewed and in final stages of completion.
Therefore, at the January 10,1996 Commission/Redevelopment Agency
meeting, the negotiating team expects to be able to better advise
the Commissioners/Redevelopment Agency Board of the anticipated
timetable for closing the deal, and the increased design
development costs that will be incurred through closing to assure
a late spring start.
Additionally, Rod Eisenberg has served a Notice of Appeal regarding
the Summary Judgment granted to the City and the County in the
lawsuit he had filed contesting the establishment of the City
Center Redeve.lopment Area.
2
Because the December 15, 1995 deadline is upon us, the
Administration recommends an interim extension of the Lor deadline
to January 11, 1996, with the understanding that prior to January
11, 1996, terms for the actual extension can be negotiated and
brought back to the Commission/RDA Board.
REVENUE IMPACTS TO THE CITY:
The signing of the Agreemencs will trigger the extra one penny bed
tax. The Administration had contemplated the signing of documents
in December when the resort tax budget was prepared earlier this
year. For this reason, the Administration is very concerned about
the extent of any delay.
The postponement of the deadline will cause the City's projected
revenues to be reduced from the $1.6 million estimated in the
City's budget for this fiscal year. One half of this money is
committed to funding of the debt service for the hotel, sc that the
diminution of potential revenues to the City is actually less.
This "paper impact" to the City must always be evaluated in light
of the negative consequences of rushing to negotiate to an
artificial deadline, resulting in less favorable financial terms to
the City. Nevertheless, the Administration will push aggressively
to minimize any delays.
CONCLUSION:
The City
amendment
team.
Commission/Redevelopment Agency should approve the
to the Letter of Intent as recommended by the negotiating
JGP /HSM : j ph
Attachments
~3
AMENDMENT
This is an Amendment (the "Amendment" ), dated as of December 6, 1995, to that certain
Letter of Intent (the "LOl"), dated as of May 3, 1995, a copy of which is attached hereto. Both the
Amendment and the LO! are by and between the Miami Beach Redevelopment Agency, a public body
corporate and politic (the "RDA"); the City of Miami Beach, Florida, a Florida municipal corporation
(the "City"); St. Moritz Hotel Corporation, a Florida corporation ("SMHC"); and Loews Hotels
Holding Corporation, a Delaware corporation ("LIlliC").
RECITALS
WHEREAS, SMHC was the winning bidder in response to the Convention Center Hotel
Request for Proposals; and
WHEREAS, the RDA, the City, S~C and LHHC executed the LOr, pertaining to, among
other things, the development of an approximately 800 room hotel (the "Hotel") at and near 16th
Street east of Collins Avenue, Miami Beach and an approximately 800 car garage (the "Garage") to
be located at or near 16th Street between Collins and Washington Avenues, Miami Beach; and
WHEREAS, negotiations are proceeding on numerous agreements relating to the
development of the Hotel and Garage; and
WHEREAS, the LOl provides, among other things, that if the agreements for the
development of the Hotel and Garage and related matters are not executed by the RDA and SMHC
prior to December 15, 1995, the RDA or the City may be responsible to reimburse SMHC for certain
design expenses for the development of the Hotel and the Garage; and
WHEREAS, due to, among other things, the work and time involved in connection with the
negotiation of numerous agreements, a bond issuance, bank financing and property acquisition, the
RDA, the City, SMHC and LHHC would like to amend the LO! to extend the time by which
agreements must be executed and liability for reimbursement of design expenses might apply; and
WHEREAS, Paragraph 12(h) of the LOI provides that the LOI may be amended by a written
agreement executed by both of SMHC and the RDA
NOW THEREFORE, in exchange for the mutual promises contained herein, and other good
and valuable consideration, the receipt and adequacy of which is hereby conclusively acknowledged,
the parties agree as follows:
1. ABOVE RECITALS.
The above recitals are true and correct and are incorporated as a part of this
Amendment.
EXHIBIT "B"
2. MODIFICA TIONS.
a) Paragraph 11 of the LOI, entitled "Design Development Expense
Reimbursement", is amended as follows:
1) All references to "December 15, 1995" are changed to "January 11,
1996."
2) All references to "December 31,1995" are changed to "January 31,
1996."
b) Paragraph 12(f) of the LOI, entitled "Tennination" is amended as follows:
The reference to "December 15, 1995" is changed to "January 11, 1996."
3. OTHER PROVISIONS OF LOI.
The other provisions of the LOI are unchanged.
4. RA TIFICA TION OF LO!.
The RDA, the City, S:MHC and LHHC ratify their agreement with the tenns
of the LOI, as modified by this Amendment.
5. GOVERNING LAW.
This Amendment shall be governed by and construed in accordance with the
laws of the State of Florida, without reference to principles of conflicts oflaw.
6. HEADINGS.
Headings in this Amendment are only for convenience, are not a substantive
part of this Amendment or the LOI and do not affect the meaning of any provision of this Amendment
or the LOr.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their appropriate officials.
MIAMI BEACH REDEVELOPMENT AGENCY
By:
By:
2
Date:
By
Date
ATTEST:
By:
Date:
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CITY OF MIAMI BEACH
By:
Date:
er, Mayor FORM APPROVED
LEGAL ~PT.
By 111 ~ :JJ-
Date ly>o!?5
,
ST. MORITZ HOTEL CORPORATION
By:
~ H ()
~i-I11 TI'I(Jr;J . 'I ,Xli I 1 r {?j .
Print Name and Title
Date:
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LOEWS HOTELS HOLDING CORPORATION
By:
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~o;JAr- J H+,J . /1;.\( H J ; (e..)
Print Name and Title '
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Date: / ' 7 /! I
3
The Letter of Intent is an Exhibit to this Amendment but it has
intentionally been omitted to avoid duplication, because it is
attached to the Second Amendment.
SECOND AMENDMENT
This is a Second Amendment (the "Second Amendment" ), dated as of January 10, 1996,
to that certain Letter of Intent (the "LOI"), dated as of May 3, 1995, a copy of which is attached
hereto as Exhibit "A" and incorporated herein, as amended by that certain Amendment to the LOI
(the" Amendment"), dated as of December 6, 1995, a copy of which is attached hereto as Exhibit" B"
and incorporated herein. The Second Amendment, the Amendment and the LOI are by and between
the Miami Beach Redevelopment Agency, a public body corporate and politic (the "RDA"); the City
ofMian:1i Beach, Florida, a Florida municipal corporation (the "City"); St. Moritz Hotel Corporation,
a Florida corporation ("SMHC"); and Loews Hotels Holding Corporation, a Delaware corporation
("LHHC"). The LOI, as amended by the Amendment, is referred to herein as the "LOI, as
amended. "
RECIT ALS
WHEREAS, SMHC was the winning bidder in response to the Convention Center Hotel
Request for Proposals; and
WHEREAS, the RDA, the City, SMHC and LHHC executed the LOI, pertaining to, among
other things, the development of an approximately 800 room hotel (the "Hotel") at and near 16th
Street east of Collins Avenue, Miami Beach and an approximately 800 car garage (the "Garage") to
be located at or near 16th Street between Collins and Washington Avenues, Miami Beach; and
WHEREAS, negotiations are proceeding on numerous agreements relating to the
development of the Hotel and Garage; and
WHEREAS, the Lor originally provided, among other things, that if the agreements for the
development of the Hotel and Garage and related matters were not executed by the RDA and SMHC
prior to December 15, 1995, the RDA or the City may be responsible to reimburse SMHC for certain
design expenses for the development of the Hotel and the Garage; and
'VHEREAS, the RDA, the City, SMHC and LHHC executed the Amendment, extending,
among other things, the date referenced in the preceding paragraph to January 11, 1996; and
WHEREAS, due to, among other things, the work and time involved in connection with the
negotiation of numerous agreements, a bond issuance, bank financing and property acquisition, the
RDA, the City, SMHC and LHHC would like to amend the LOI, as amended, to extend further the
time by which agreements must be executed and liability for reimbursement of design expenses
might apply; and
WHEREAS, Paragraph 12(h) of the LOI, as amended, provides that the LOI, as amended,
may be modified by a written agreement executed by both of SMHC and the RDA.
NOW THEREFORE, in exchange for the mutual promises contained herein, and other
good and valuable consideration, the receipt and adequacy of which is hereby conclusively
acknowledged, the parties agree as follows:
I. ABOVE RECITALS.
The above recitals are true and correct and are incorporated as a part of this
Second Amendment.
2. MODIFICATIONS.
a) Paragraph 11 of the LOI, as amended, entitled "Design Development Expense
Reimbursement", is modified as follows:
1) All references to " January 11, 1996" are changed to " January 25,
1996."
2) All references to "January 31, 1996" are changed to "February 9,
1996."
b) Paragraph 12(f) of the LOI, as amended, entitled "Termination" is modified
as follows:
The reference to "January 11,1996" is changed to "January 25, 1996."
3. OTHER PROVISIONS.
The other provisions of the LOI, as amended, are unchanged.
4. RATIFICATION.
The RDA, the City, SMHC and LHHC ratify their agreement with the terms
of the LOI, as amended, as modified by this Second Amendment.
5. GOVERNING LAW.
This Second Amendment shall be governed by and construed in accordance
with the laws of the State of Florida, without reference to principles of conflicts oflaw.
6. HEADINGS.
Headings in this Second Amendment are only for convenience, are not a
substantive part of this Second Amendment or the LOI, as amended, and do not affect the meaning
of any provision of this Second Amendment or the LO I, as amended.
2
IN WITNESS "VHEREOF, the parties hereto have caused this Second Amendment to be
executed by their appropriate officials.
ATTEST:
By: j.~t PM~
-:faek:-L-uhift;-tftt-et'i:m Secretary
Robert Parcher,
Date: '/2-:qCfv
ATTEST:
By: ~~ ~~
Ja&k,LubiR;-~€foH:a City Clerk
Robert Parcher,
Date: 1/2-2-/ 9~
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FORM APPROVED
By 3U1~~
Date
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LEITER OF INI'ENT
Hay S, 1995
Re: Loe~s Miami Beach Hotel
In February 1993, the City Center/Hiscoric 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"), Me~ropolitan Dade County and the State of Florida.
The Redevelopment Plan. represents the effort and commitmenc of the
Agency and the City to foster the development of convention quality
h?tels, ancillary improvements and facilities, and necessary
linkages ~o the convention Center. .E?u-rsuant to this Plan, the
Agency has acquired the land, k.'l'lown as Site I-A, which it has
agreed to make available for a convention headquarters botel which
will serve as the cornerstone of the Redevelopment Plan.
In furtherance of tbe Redevelopment Plan, the City publisbed
a Request for Proposal ("RFP") dated November 29, 1993.
In a resolution dated July 21, 1994, after a public r.eview
process, the Agency selected St. Moritz Hotel Co~. ("SMEC~) 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 develoo 1 construct, own and operate the convention
headquarters hotel referred to above (the "Hotel") in accordance
wich the requirements of the RFl? This letter sets forth the
understanding reached as a resulc of such negotiations.
1. _ The Rocel
The Hotel will be an approximacely BOO-room headquarters
convention hotel to be constructed on Sice.I-A desc~ibed 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, daced March 7, 1994, subject to the definitive
agreements to be entered into between the Agency and/or City (as
applicable) and SMEC (collectively, the "Agreemen~s") 1 the form and
substance of which shall be acceDtable to SMHC's lender, SMHC, the
Agency, the City and t.heir :::-espective counsel. SMHC shall be
obligated to develop, construct, furnish and equip che Hotel.in
accordance with Dlans established pursuant to the AgreeOlenCs wh.l.ch
sball include approximately 190 on-site parking spa~es. The H~cel
shall be cor-structed in acco:::-dance with all appl.l.cable ZOn.l.ng,
00': CC>47S' .OOC:S.I<Ul..onsl~_o~tCl(.
1
EXHIBIT IIAII
building, environmencal, safety and other governmencal la~s, rules
and regulations.
2. Costs and Financinq of the Hotel
The preliminary estimated budget for the development of the
Hotel, and the financing sources, are as follows:
a. COSTS
~.
Hard costs, such as excavation,
construction, building materials,
contractor fees, etc.
2.
Hotel furniture and equipment
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
4.
Financing costs such as construction
incerest, commitment fees, other
bank costs and fees, legal fees,
etc.
Subtotal:
$.
Operating deficit guarantee .
Morcgage debt service guarantee
6.
Total:
DO,.[o.'sa.C0C3.KIA410~lHEMOS_DI~I>>OT:~.
2
$ 66,400,000
J..9,500,OOO
17,600,000
6,500,000
$TIO, 000 ,000
10,000,000
15,000,000
$J.35 T 000 , 000
b. SOURCES
S 66,000,000
2.
First mortgage
Initial equity provided by sMHC,
which will be funded prior to first
mortgage funding
)5,000,000
~.
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
below
Subtotal:
29,000,000
~O,OOO,OOO
4. 'Operating deficit guarantee provided
by SMHC's parent, Loews Corporation,
for the benefit of and as required
by first mortgage ~ender
10,000,000
5. Mortgage debt service guarantee
provided by SMHC's parent, Loews
corporation, for ~he benefit of and
as required by first mortgage ..
lender
To~al:
J.5,OOO,000
$135,000,000
c. FUN'I2ING OF AGENCY' S S~
At the time of, or prior to, the execution of the
Agreements, the Agency will have caken all action required by
law to authorize, and will have sold and issued, in the manner
to be set forth in the Agreements, $29,000,000 of bonds or
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 atDOWlt of u.s. Department of Housing and Urban
Development Section 108 loan proceeds available for
development of the Hotel (which funds the Agency shall use its
good faith efforts to obtain, and which funds shall not be
restricted to the construction of the public areas of the
Hotel) .
The Agreements will provide that such funds shall be
disbursed eo SMHC's construction lender on or about: the
commencement of canseruction, together with SMHC's Funded
Equity (as hereinafter defined). and sha~~ be applied in
accordance with applicable la....s. The application of funds in
accordance with app1icab~e laws sha1~ be supported by
3
00': (0",751 . ocx::s .l1LU' Cl uS 1 MP40S _0 IsntJ:lItl'I'Iczc.
appropriate cocumen~atio::;.. The public areas of c:--.e ~o::el
shall be owned and operated in accordance with all applicable
laws.
3. Aqency and/or City Actions
At che cime of, or prior co, the execution of the AgreemeLts,
the Agency a~d/or City, as applicable, will have taken all action
::-=-equired by law to auchorize, and will have sold and issued, in the
m~~ner to be set forth in the Agreements, bonds in a suffic~ent
amount, or will have incur::::-ed other debt in a sufficie..~t amount:. co
ensure thac t.he following actions will be substantially compl~ted
prior to the opening date of the Hotel as defined L'J. the Hotel
Management Agreement (as hereinafter defined) (the "Hotel Oper.ing
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) Municioal Garacre: "AS provided in Section 4 of this
letter.
(b) Site Improveme...T1ts and B::-=-oadwalk: The Agency and/or
City shall provide up to $3,000,000 which shall be applied
solely co the cost of legally permiSSible exte::-ior
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 exterrsion of the
exiscing boardwalk or broadwalk (subject to a?plicable
environmental laws) on or immediately east of Site I-A.
The Agency and/or CitY shall also be responsible
maintenance of the beachfront adj acent to the Rotel
construction and maintenance of the boardwalk or broadwalk
2~st Street to the northern boundary of Lummus Park.
In addition, the Agency and/or City shall use good faith
efforts to cause the implementation and completion of ~e
previously planned State of Florida streetscape improvements on
Collins Avenue (llA) frOm Lincoln Road to ~Sth Street and
connecting to Ocean Drive, so that these improvements are completed
prior to the Botel Opening Date. SMEC will work with the Agency
and/or City in this regard.
for
and
from
The Agency and/or City shall perform the foregoing actions ~n
accordance with the standa::-ds set forth in the Agreements.
4. Municioal Garacre
(a) Acrencv or City to Build Garage: The Agency or City
shall be responsible for the construction and maintenance (for
so long as the land subj ect to the Ground Lease and ~he
improvements thereon are operated as a hotel or the park~ng
4
DO"(067S._00cs.~'O~~SlHZHOS_O~~.
soaces a=e required for the use of s~ch la~d ~ld the
improvements ther-eon by SMHC UI1.Cer applicable law) of an
approximately aOO-car menicipal garage ("Garage") on a Citv-
owned site within an area bounded by Washington and colli~s
Avenues between 15th and 17th Streets, including extension of
16th Street leading to the Hotel main entrance across Colli~s
Avenue. The Agency a~d/or city shall perform the for-:goi~g
actions in accordance with the sc:andarcs see fo::-th in the
A~eements. SMHC shall act as developer of the Garage for a
fee of 3~ of the project cost, plus out-of-pocket ~<penses,
pursuant to a development agreement mutually satisfactory to
the parties. In addition, any retail or accesso:.-y uses
included in the Garage strJcture will be compatible with ~ld
enhance the Hotel and its vicinity in accordance with tee
standards set forth in the Agreements. The Garage will be
completed a~d ready for use not later than the anticipated
Hotel opening Date. The Agency and/or City shall not, for so
long as the Rotel is operated as a hotel, increase the height
of the Garage so as to adversely affect the useful er.joyment
of the hotel swimming pool.
(b) Garaqe OPerator: The Agency or City shall designate
the ope=ator of the Garage, which designee shall be selected
from a list of nationally recognized garage operators mutually
satisfactory to the AgenCY and/or city and SHEC, and which
operator shall be subject to the a~proval of SMHC.
(c) Hotel Use: Approximately 560 parking spaces shall
be available for priority use (as defined below) by the Hotel
(including provisions for Hotel valet parking arrangemencs) .
Hotel user parking rates shall be established by the. garage
operator, subject to the Agency'S or City'S approval,
provided, however charges to SMHC for valet parking shall not
exceed 50% of the self-park rate and charges for Hotel
employee parking shall not e~ceed the lower of (i) monthly
parking rate, (ii) 50% of self-parking rate or (iii) contrac~
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 Eotel use such number of the allocated
parking spaces as Hotel Onerator shall recruest from time to
time upon not less than 24 hours prior notice to the garage
operator.
(d) Hotel Ga=-aae Rent.: SMEC shall pay annual rent:,
payable monthly, e~a~ to $500,000 for the use of the 560
priority Rote~ parking sPaces, subject to paragraph (el, be~ow
(the -Garage Rent-) .
5
l)O': (0.... 7S' . oocs . KDUIOUS 1 )(Q1OS _ot.snIJlO'I"IOc{.
; .
(e) Facility Usaae PaYment: In consideration of S~~C's
agreement co utilize the Garage on a requirements basis, as
provided above, SMHC shall be paid monc.hly a perce.nc.age of tr:e
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 anr.ual gross revenues with res?ect to
the first $1,200,000 of gross revenues; and
(ii) 28% of annual gross revenues l.n 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
payr.tent will be t.he greater of $500,000 and the amount
calculac.ed in accordance with subparagraph (e) above.
(g) Street Extension: The City shall extend 16th Street
from Washington Avenue to Collins Avenue.
(h) Enforcea.bilitv: 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 che Agency pursuant to a
ground lease (the IIGround Lease-) having the following provisions:
(a) Title: 'I'he 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 en~mber such title to the lana except with
respect to those matters (such as utility easements and non-
monetary reciprocal easement agreemencs) 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 tbe land will be conveyed to SMEC on
an "as is. basis at the time of execution of the Ground Lease.
(b) Term: 99 years
(c) Base Rent:
Hotel Opening Date.
years f=om the Hotel
the increase, if any,
$500,000 per year commencing on the
Base R~~t shall be inc=eased every 10
Opening Date in the same proportion as
in the then appraised fair ma=ket value
DO': C047S&.DOCS.~aQllS]~_O~~.
6
of the land (on a vacant and unimproved basis) bears to a base
value of $24,000,000, subject to a cap for each escalation
equal t.o the ap9licable change in t.he GDP imolicit price
deflat.or index. In. no event. shall Base Ren-t. during an
escalation period be less t.han t.he Base Rent. during t.he prior
period.
(d) Additional Rent.: Net Cash Flow after Debt. Service
(as hereinaft.er defined) shall be distributed annually
pursuant to t.he following Tiers:
Tier ~.
Tier 2.
Tier 3.
Tier 4.
:
Tier 5.
100~ to SMEC until funded operating shortfall
reserve (up to $~O million) plus interest at.
15~ per annum as calculated from the later to
occur of the dat.e such amounts are funded and
the Hocel Opening Date (cumulative and
compounded) is repaid.
100~ to sMHC until SMHC receives a IS%" per
annum cumulative (not comoounded) prefer=-ed
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
Dace (the ~Funded Equity-) -
lOO!',: to SMHC as int.erest. at lS~ per annum
cumulative (not compounded) on funds provided
by SMHC to meet development cost. overruns,
subject to a cap of $11,000,000, and up to $S
million of additional operating shortfalls, as
calculated from the later to occur of the date
such amounts are funded and the Hotel Opening
Date.
80~ to SMHC and 20%" to the Agency until SMHC
has (i) received 2S~ Inte-~al Rate of Return
(as such tertIl is defined in the Agreements,
hereinafter referred to as aIR-~") (cumulative
and compounded return on and return of), on
its Funded Equity ($15,000,000) as calculated
from the later to occur of the date such
amounts are funded and the Hotel Opening Date,
not including the shortfall reserve, actually
funded and (ii) been repaid cost overruns and
operating shortfalls referred to in Tier 3.
20~ to SMRC and 80~ to t.he Agency until
Agency has received (as calculated from
Hotel opening Dace and including Base Rent
Additional Rent actually paid) an 8%
(cumulative and compounded return on
t.he
the
and
IRR
and
DO" [()oO 7 ~ . DOCS .l'l::>-U o1..l.S J l'llll"lOS _0 Is;7.Dltrr.::OlI.
7
return of) ics land at a fixed value of
$24,000,000.
Tier 6.
85% to SMHC, 15~ co che Agency.
(e) Non-Subordination: The Ground Lease will not. be
subordinated t.o the firs~ mortgage or to any other financing
agreements.
(f) Real Estate Taxes: The Eotel, including the land,
will be subject to ad valorem real estate taxes levied by the
City and ocher governmental authorities in accordance with
law. SMEC will be entitled to the benefit of any tax
abatements and reductions as are, or may become availa})le
u-~der applicable law, as if it were the fee owner of the la~d.
. (g) Environmental Indemnity: The Agency will provide an
indemnity to SMHC with resoect to the remediation, as
described in the Agreement~, 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
t.o 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 SMnC prior to the execution of the
Agreements.
No limitations of liability will apply with respect to
the foregoing indemnities.
(h) Financinq: 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. II provisions herein, an affiliate of SMHC. Without.
obtaining the Agency'S consent., the principal amount of t.he
initial financing or any refinancing of the Hotel shall not
exceed Deemed Debt., as hereinafter defined ~ The Agency will
not be call~d upon to subordinat.e its interest under the
Ground Lease in connection with any financing or refi.D.ancing.
Loews Corporation (or an entity acceptable to the first
mortgage lender (s) and the Agency) shall fU-."""D.ish a completion
guaranty for the benefit of the construction lender and the
Agency.
8
OO"C~7sa.DOCS.~'OLlSI~_D~CN.
(il Pu=chase Ootio~: while the Rgency's TaX Inc=ement
Revenue Bonds, Se des 1993 ( tee "Bonds" l have not been
retired, SMHC will have an option to purchase tne l~~d at a
price e<r~al to tne greater of (1) the then appraised fair
market value of the Agency's interest in the land based upon
an arm's length sale to a third party buye= not affiliated
with SMHC taking into account the then current state of title
as well as the continued eXistence of the Ground Lease and t~e
Hotel Management Agreement as then in effect. or (21 t;:e
amount dete~ned as follows:
a. Fo~ all fiscal years until Additional Rent payrr.en~s
have reached Tier 5: an amount to ret~~ to t~e
Agency an 8~ 1M (which calculation win 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 (il an amount to return to the
Agency an 8% IRR (which calculation will include
Base Rent and Additional Rent payments made to the
Agency) on the land value f~ed at $24,000,000 or
(El a ten times multiple of the average Base Rent
and Additional Rent paid to the AgenCY during the
prior three full fiscal years.
c. For fiscal years in which Additional Rent is being
paid at Tier 6: an amount equal to a ten times
multiple of the lesser of (i) average Base Rent and
Additional Rent paid to the AgenCY during the prior
th=ee fiscal years, or (ii) average Base Rent and
Tier 6 Additional Rent which would have been
payable to the AgenCY during the prior three full
fiscal years determined as if payments were due in
Tier 6 for each of such three fiscal years-
Provided, however, that (xl the purchaSe price with
respect to the exercise of the purchaSe option after DeceJDber
~. 200-< shall be computed pursUant to (il (2) above (without
regard to (il (ll above) if at least 122 dayS prior to the
exercise of such option, SMHC shall have given the AgenCY
notice of intent to exercise its purchase option and
unconditionallY prepaid rent under the Ground Lease in an
amount sufficient to redeem the Bonds in accordance with their
terms prior to the eXercise of such purc~Ase opt~on. which
amount shall upon exercise of such purchase option be credited
against the purchase price chereof. and (y) the purchase price
with respect to the exercise of the purchase option at any
time after the holders of the Bonds have been paid in full all
principal of and interest thereon and the Bonds haV"e bee!l
retired (other than as a result of (xl abovel shall be
9
00': (a"7sa.t>OCS_KUU.sal:.sl~-o~Cd.
__ ___ _..__0--
com;;mted pu.::::-suant to (i) (2) above (wiccout regard to (i.) (ll
above) and che requirements of (x) above shall noC a9ply to
the exercise of such purchase opcion.
. The parties acknowledge chat. clause (1) of this paragraph
(1) has been included based upon t.he present int.erp:r:-etat.ion of
Section 144(C) (2) of the Inte~al Revenue Code (the "code") in
relation to the Bonds by cOlli~sel t.o the Agency- The p~t.ies
agree chat such clause (1) shall not apply if at any t.ime SMHC
provides an opinion of t~X co~~sel knowledgeable with respect
t.o t.he t.ax aspect.s of t.ax-exempt. bonds, in form and subst.ance
satisfactory to the Agency and it.s counsel, co the effect that
the exercise of the purchase opt.ion at the price determined
pursuant to clause (2) will not adversely affect the exclusion
from g:r:-oss income for federal income t.ax purposes of interest
on t.he Bonds.
In the event, within 12 months following the exercise by
SMHC of the purchase opcion (the date of exe::-cise being called
the "Exercise Date"), SMHC shall consummat.e the sale of the
Eotel to an unaffiliated third party (a "Post-Option Sale")
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 pose-Option sale shall be
deemed to have taken place on the Exercise Date and the Net
Proceeds shall be distributed as Net proceeds' in accordance
wit.h paragraph 7, subject to a credit in favor of SMEC in an
amount equal to the option purchase price theretofore paid to
the Agency.
(j) Lease and Transfer of Hot.el Public as. In
consideration of (1) the various taxes generated, and to be
generated, by the ownership and operation of the Hotel,. (2) .
the support of the convention Center by the Hotel pursuant to
the agreement described in paragraph (1) below and (3) SMHC
providiog ehe Funded Equiey ($~5,OOO,OOO), the AgencY shall
(A) lease to SMHC for a term coterminous with the Ground Lease
all of the public areas of the Hotel owned by the Agency and
(B) upon consummation of the purchase option described in
subparagraph (i) above, transfer all of ics right, title and
interest in the Botel, including the public areas the=eof, to
SMHC.
(k) Riqht of First Refusal. In the event the Agency
shall desire to accept an offer for sale of all of its
interest in the land and the Hotel, including the public areas
of the Hotel, SMHC shall have a right to purchase such
interest upon the same terms and condit.ions as t.he same are
offered and in accordance with che Agreement.s. The Agency
shall not sell less than its entire interest in the land and
the Hotel.
10
DO" (IX"1S& .tx:CS.:'II~.uOll.SJliD'OS_O~ICl(.
(1) Cor.ve~tion Cente~: SMHC will enter into an
a~reement with the City 9ursuant to which the im9rovements
w~ll be operated as a hotel and rooms will be made available
to sup~ort Convention Center events according tOa forr..ula to
be negotiated. The formula will cove~ the number of rooms
committed, rate 9truc~ure, and timing of release of rooms f~om
the City's rights pursuant to such agreement. This agreement
will also provide for joi::lt marketing arrangements bet.ween ~he
Hotel and the City and for the designation of the Hotel as a
primary supplier of hotel services to suppor~ the Conver-tion
Center _ The term of t::e agreement shall expire upon the
earlier to occur of (1) termination of the Redevelopm~~t Plan
(without regard to any extensions thereof) or (2) the City's
failure to maintain the Convention Center at its present
location in at least. its present size.
em) The Agreements will include customary provisions and
such other provisions mutually sacisfactory to the par~ies.
6. Definition of Net Cash Flow after Debt Service
"Net Cash Flow after Debt Service~ will be defined as aEotel
Op~~ting Profit~ after deduccion of Debt Service.
"Rotel 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
Service, depreciation and amortization. These costs would include,
wiehouc limitation, all operating costs, such as wages and
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 (othe::- than those
funded through the reserve for additions to furnishings and
equipment, and except that no deduction shall be permitted for
capital additions and impro...,,-ements which under the Agreem~'1.ts
require the consent of the Agency, unless such consent has been
obtained or is deemed to have been obtained), all insurance
premiums, payments ~der equipment leases, real estace taxes' .and
assessments, and all payments into the rese::ve for additions,
substitutions and replacements to furnishings and equipment.
ftDebt Serviceft will be defined as all payments in respect of
principal and interest on "Deemed Debt.~
~Deemed DebtY will be defined as the principal amount of
$66,000,000 for so long as SMEC is the owner of the Eotel and after
a sale of the Hotel by SMRC, the p=iDcipal amount equal to the
greater of $66,000,000 or the actual principal amount not to exceed
7S~ of the sale price (including assumed debt). To the extent
amounts of Deemed Debc a~e not held by an institucional fin~'1.cing
source, debt service shall be calculated assuming interest payments
~~
00', (()47S. _DOCS.!1V-l.,o1.l.S1~_DIsn.r:aCT!O!l.
at ehe Citibank, N.A. prime rate and principal ?ayments
accordance with a 20 year amoreization schedule.
7. APolication of Ne't Proceeds from Sale of the Hotel
:n
In the event of a sale or refinar.cing, Net Proceeds would be
determi~ed as if such Net proceeds were Net Cash Flow in the vea~
of the sale or refinancing ane will be distributed to SMHC or'i~;
successor and the Agency in accordance with ehe various Tiers, as
if such Nee Proceeds were Additional Rene as provided in Paragraph
S(d). For purposes of calculaeing Net Proceeds, the gross proceeds
recei ved from such sale will be deemed to include any amounts
received by an affiliated hotel operator for the transfer of ~v
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
:::-efinancing, 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 ot)lerwise by SMHC of a
greater than ~O% interest in the Hotel or the Ground Lease or any
transfer, by operation of law or othe:r:wise, by SMHC's parent, of a
greater than ~o%' 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
will not constitute a sale. In addition, with respect to any
mortgage held by an institutional financing source, provision will
be made 50 that (i) the transfer to a purchaser at a foreclosure
sale, (ii) a deed in lieu of foreclosure or other transfer to a
mortgagee, or (iii) a sale by such mortgagee would not constitute
a sale.
8 . Agencv APproval Ricrhts
The Agreements will provide the following approval rights for
the Agency:
(a) plans: The Agreements will include preliminary
plans and S"'DecificatioD.S resulting from the expenditure of
Design Costs described in paragraph 11 (the "Preliminary
Plans") for the construction of the Hotel, a pre-construction
budget and development budget ......hich will have been approved by
the Agency and SMHC jointly as part of the negotiation of t;:he
Agreements. The budgets will include all of SMHC'5 (and ~ts
affiliates') develooment fees, reimbursables, payments to
affiliates and such-other items reasonably requested by the
12
00', (O<l7S. .0000.~SOllSIKDlOS_o~tor.
Agency. The Agreements will include a timetable for
submission and ap~roval 0: final plans. SMHC will provide to
the Agency a critical-paeh schedule prior to ehe stao::t of
construct:ion.
The Agency will have t:he right. 1:0 approve mat:e;::-ial
changes. additions a."ld alterations contained in ehe final
plans co the extent such final plans do not substaneially
comply wit.h t:he approved preliminary plans. The AgenCY may
not obj~ct t.o changes required t.o comply with applicable laws
in sO fa;::- as such object.ion relates co cost overruns. Any
objectior.s by ehe AgenCY to maeerial changes. additions and
alterations will be reasonable and s~ecific. and, at the
Agency' s o~tio", may include alternate choices which would not
result in extra cost. If the AgenCY validly and appropriately
obj.ects to a change proposed by SMHC and such objection is
upheld fol1o"ing binding arbitration, if any. SMHC may, to the
extent permissible unde~ applicable laws, nevertheless
implement the change, but any resulting budget ove= "ould
not be reimbursable as Addition.aJ- Rent or ot:.herwise, exceot as
provided for in the Agreements. If the Agency approves a
change but at a justified lo"er cost than proposed by SMEC,
only the cost approved by the Agency (or as established
fqllo"ing binding arbitration) will be included in SMRC's
allowed overrun (see "Addi tional Re!lt"). Notwi thstanding the
Agency'S approval of any planS or specifications and changes
thereto, SMHC will be required to comply with all applicable
la"s with respect to the const:t:uction and operation of the
Hotel, including, "ithout limitation. the obtaining of any
required consents and permits required under applicable la"s.
The Agency's approval rights will not cover areas of
interior design and decor except to the ext~t reflected in
the approved prelimiJ:l.=Y plans. The AgenCY. will have the
right to inspect the project during construction and to have
an on-site relJresentative at its sole cost and expense. SMHC
"ill not commence construction on a portion of the Hotel until
any required approval of applicable final plans has been
obtained f;:::OlU the Agency,
(b) Fina!1!<ial Statement~' SMHC will deliver to the
Agency monthly unaudited and annual audited financial
statements. In addition, the AgenCY will be provided annually
"ith an information copy of a proj ected income statement
reflectL-'1.g the budget for the upcoming yea:r. All financial
statements "ill be prepared in accordance with the Uniform
System of AccountS for Hotels (8th Revised Edition) ("USAH") .
All financial statemenes and books of account relating to
operation of the Hotel and/or determination of rent will be
available .for audit and examination. The Agency will have the
right to challenge any expenditure that is not properlY
calculated. which represents an overhead cost properlY
~3
00': (G47S4.:xx:s.~.ou..sI~_OI~~.
char~e~17 to the management: comp~~Y's home office (includi~g
subs~d~a::-~es and affiliates of the management company) as
opposed to t:he Hotel, or any costs fraudulently incurred.
Provision will be made to attempt to ensure confidential
treatment of all in..formation relating to competitive or
proprietary information. In t:he event t:he Agency's audit
shows that the J..gency's share of Additional Rent has been
understated by 3% or mo::-e, then SK~C will pay to the Agency
the cost of such audit in addition to acy deficiency payment
required.
(c) Sale of the Hotel: A sale (as defined below) of the
Hotel or SXHC's interest in the Ground Lease shall be subject
t.o t.he Agency's approval. For pu....-rposes of t.his Paragraph
8 (c), a sale shall be deemed to mean any c.ransfer by operation
of law or other~ise by SMHC of a greater than SO~ interest in
the Hot.el or the Ground Lease or a-'"l.Y transfer, by operation of
law or otherwise, by SMHC's parenc, of ~ greater than 50%
equity interest in SMHC, in either case to a person who is not.
a controlled affiliate of the L.oews Hotels chain. Any
transfer to a controlled affiliate of the LoewS Hotels chain
will not: constituce a sale. In addition, with respect to any
mortgage held by an institutional financing source, provision
will be made so that (i) the transfer to a purchaser at a
foreclosur~ sale, (ii) a deed in lieu of foreclosure or other
transfer to a mortgagee, or (iii) a sale by such mortgagee
would not constitute a sale.
The Agency reserves the right to disapprove the sale of
the Hotel to a foreign government or instrUme~tality thereof
or an entity controlled thereby.
Notwithstanding the foregoing, a sale of the Hocel co a
Qualified Purchaser (as hereinafter defined) shall be deemed
reasonable and not require the consent of the Agency.
A "Qualified Purchaser" for purposes of this section
shall mean a purchaser that: (i) is (a) a pe~tted Operator,
as hereinafter defined, or (b) a fina.i::LciaJ. 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 othe:::- public or private investment fund), which has
engaged a permitt:ed Operator; (ii) is not a foreign govern..ment
or instrumentality thereof or an encit:y cont:rolled thereby;
and (iii) agrees to be bound by all the terms and condit:ions
of all the Agreements.
(d) New Manaqement Comoan~: 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 =rent Hotel
Operator) . The AgenCY reserves the right to disapprove a
14.
DC" (().4 .s. .rxx:s . KlAU 0 ll51 ~ _otsnu;:3O"t1011: .
hotel operator controlled by a fo=eign government or
inscrumentality thereof.
Notwithstanding the foregoing, a change in the Hotel
Operator shall be deemed reasonable and noC require consent of
t.he AgenCY if the. resulting hotel operator is a Permitt.ed
Operator. A" permicced o"erator" for che "u.rposes of chis
section is an entity which (i) is noC a foreign government or
instrumentality thereof or an entity controlled thereby; and
(ii) t.ogether with its affiliat.es, (a) has been engaged in the
operation or managemenc of hotels for aC least five years and
has operated oJ; managed during such 5-year period at least. one
convention hotel (i.e., 600 or more rooms and 40,000 or more
square feet of meecing space) which meetS the quality
standards set fort.h in. t.he Ground Lease, and (b) has a
nat,ional marketing operation under a national flag or has
'eD.tered into an agreement .....ith a hotel chain which has a
national marketing operation under a national flag.
(e) Riqht to Cure: The Agency will have the right:. to
cure defaults by SMHC under any mortgage, the Hotel Management
Agreement and such other agreementS as the parties may agree
upon, and all such agreementS will so provide.
(f) Aporov-al Notices: (~) Neither the Agency nor SMHC
shall unreasonably delay. witbhold or condition any requested
approval required under a:a.y of the Agreements or this Letter
of Intent. If a request by SMHC relates to the approval of
cert:ain matters to be mutually agreed upon by the parties,
such as the sale of the Botel or change in the Hotel Operator
as aforesaid, and the AgenCY fails to respond within. the
provided time period, then after the expiration of such time
period SMEC may resubmit its request to the Agency, and
provided such request (and the envelope in which such request
is transmitted) conspicuously t>e=s the following legend, the
matter stated in the ~equest shall be deemed approved by the
Agency if the Agency shall fail to disapprove such second
request wi thin 3'0 days after receipt thereof:
n FAILURE TO RESPOND TO THIS REQUEST WITHIN 30 DAYS SHALL
CONSTITUTE AUTOMATIC APPROVAL OF 'I1iE MA'l'TERS DESCRIBED HEREIN
WITS: RESPEcr TO pJlRAGRAl?H OF THE [NAME Or AGREEMElITl
DATED ' BE'J.'WEEN [DESCRIBE PA.'R.TIES1.
(2) It is contemplated that the Agreements will provide
for an expedited a""roval process during the period prior to
the Hotel opening Dat.e.
(3) If the AgenCY's or SMHC's a""roval is required under
any of the Agreements. upon disap"roval of a request, ';'he
disapproving parcy will provide written reasons support~ng
such party's disapproval of such matter to the other party.
~5
DO' : (Cl-4. 75. . ooc:= .~lousll'<!:)'OS _ otS!J,IllllTICX' .
Each party shall deliver to the oth~r party its approval 0=
disapproval of any request for approval pursuant to th~
Agreements within the applicable time period. If a party does
not provide a response co a request for an approval within the
time period set forth in the Agreements (whether such aooroval
request requires a single or double notice). such "'~quest
shall be deemed approved.
9. Hotel Manaaement Aqreemen~
Pursuant to a management agreement (the \I Hotel Management
Agreement~), the Hotel will be operated by an affiliate of Loews
Hot:.els, Inc. ("Hot:.el Operator") as a first class, upscale
convention property in t:.he Loe~S Hotels chain in accordance with
the following provisions:
(a) Manaqerc:-ent: The Hotel will be managed by Hotel
Operator as part of the LoeWS Hotels chain in accordance with
the standards set forth in t:.he Ground Lease. Eot:.el operator
will have exclusive authority t:.o operate the Hotel in the name
and for the account of SMEC.
(b) Technical SerV'ices: Hotel Operator will provide
technical serV'ices to assist SMHC in the construct:.ion,
fu."""Ilishing and equipping of the Hotel. These services will
include. among other things, {il review and approval of
architectural plans, plans for design and decor and plans for
furnishing all of which will be subject:. to Hotel Operator's
approval to ensure that the llotel will meet the standards set
forth in the Ground Lease; (ii) develop criteria for f\L..~ture
and equipment and assistance in obtaining sources of supplYi
and (iii) assistance in coordinating purchases and
installation of furnishings and equipment. Hotel Operator
will be paid a one-time fee of $300,000 by SMHC for pro~ding
technical services, plUS reimbursement of actual costs {which
will not include executive time} in providing technical
se-~ices during the pre-opening period. These cost:.s and fees
are included in the estimated budget:. referred to in Paragraph
8 of this letter.
(c) pre-Ooenina services: Hotel Operator w~ll provide
required services to SMllC to prepare the Yotel for opening,
including among other things, (i) recruiting, training and
employing (in the oame of SM!!C) Hotel staff; (iil pre-opening
marketing and advertising; (iii) negotiating contracts for
stores, concessions, leases, supplies and similar items, (iv)
assistance in obtaining necessary licenses and permits, and
(v) assistance in purchasing initial operating supplies.
Yotel Operator will be reirobursed by SMliC for the cose of
providing these pre-opening services, including executive and
staff time, and out-of-pocket expenses. These costs and fees
~6
00" (0-407Sa_oc<::S.~aous)~-P~Ct(.
are included in the estimated budget, referred to in paragaph
8 of this lette~.
(d) Term: 30 years, ......ith four renewal options of 15
years each and one final renewal option of 9 years. The Hotel
Operator may not, without the consent of the Agency, exercise
a. renewal option unless the Agency has received an 8~ per
annum c~~ulative (not compounded) return (i.e., Base Rent a~d
Additional Rent) on the lar:.d value fixed at $24,000,000;
provided, however, that the foregoing requirement will cease
to be applicable once the Agency has received an 8 i; IRR
(including Base Rent and Additional Rent actually paid) on the
land value (fixed at $24,000,000) - Hotel Operator will have
the right to cure any shortfall with respect to the required
8\" cumulat:ive ret:urn by direct payment to the Agency, with any
such direct: payment being deemed Additional Rent.
(e) Manaoement Fee:
~. Base Fee: 3~ of Hotel Revenue (calculated in
accordance with USAHl .
2. Group Marketinq Fee: 1.25% of Hotel Revenue.
The Group Marketing Fee represents payment for chain wide
advertising and marketing services provided by the Loews
home office, including overhead expenses of regional
sales offices _ These sB-""Vices will include a cent:ral
sales and marketing operation supported by regional sales
offices and nationwide corporate advertising, marketing
and promotion programs. The Hotel Operator will provide
these services to the Hotel on the same basis as it:
provides similar services to other hotels in its chain.
3. Reservation Fee~: The cost of centralized
reservation services provided by the Hotel Operator {or
tkough a t.hird part:y service provider} sha~l be
allocated to t:he Hote~ on a pass-through basis with no
roark-up, but in no event shall ~he cost per booking
increase by more than the system-wide increase charged to
other hotels in the chain.
4. Franchise Fee: UpOn the execution of a new
management agreement with i 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, as to be
set forth in more detail in the Hotel Management Agreement.
This would include, among other things, travel and
17
DQ,: (O~7~' .DOCS.KI:;>'UOllSl~_O~QlC.
ent.ercair:ment, teleohoce and other incidental exper:ses of
",mployees in performing services actually and specificallY
~ncurred ~n connection with c.he Hocel. In no event will OUC-
of-pockee expendieures include regula~ overhead expenses of
rtotel Operator's corporate facilities or compensation of home
office employees.
Noewithstanding the provisions of subparagra?hs (e) (1)
and (e) (2) above, in the event a management agreement shall be
entered into with a new hoeel operator, the combined Base Fee
a:1d Group Markec.ing Fee shall noe exceed 4.25% of Eotel
Revenues.
(f) pualitv Standard: Hotel Operator will be required
to operate the Hotel as a first class, upscale convention
center hotel, including high-quality banquee, conv~~tion and
meeting services and facilities, multiple-food and beve~age
outlets, room service, bell service, laundry and valet
services, a health and fitness facility, and such ocher
services as are generallY provided by comparable upscale
convention center hotels of national repute, consistent with
the Hotel's physical facilities, and in any event, the quality
of the Hotel operations and facilities (consistent with the
Hotel's physical facilities as they then exist) will be
comparable to not lesS than 3 or more than 5 convention center
hotels (or such other comparable. hotels which the parties
shall mutually select pursuant to the Agreements) to be agr""d
on by the parties. The comparable convention center hotels
will be reestablished by agreement between the parties every
~O years. The failure to operate the Hotel as required above
will constitute an event of default under the Ground Lease
and, if not =ed, the AgenCY will be entitled to enforce this
provision with appropria te remedies, including termination
and/or cure rights. Notwithstanding the foregoing, Hotel
Operator will not be required to fund monies other than those
required to be in the FF&E Reserve for the replacement of
furniture and equipment necessary to meet the foregoing
standard. The foregoing .hal,l not be deemed to diminish
SMHC's obligation to maintain the Rotel consistent with the
physical facilities of the Hotel as constructed pursuant to
the Agreements.
(g) FF&E Reserve: Hotel Operator will be required to
establish a rese=ve for replacement and additions to fu-...-n..itu.:::-e
and equipment initially funded at l' of Hotel Revenue in the
first: fiscal year, increasing to 2% in the second fiscal year.
" in the third fiscal year and .. in the fourth and each
fiscal year thereafter. The FF&E Reserve will be held in a
segregated account and such funds shall only be used for
replacements and additions as aforesaid.
~8
t)O': (~7S1 .oocs.KD-l.IOllSIKEl"'OS_OIS"OtJ:WrICK.
(h) Radius Restriction: Without the prior consent 0:
the Agency, aotel Operato;=- ",ill not operaee a conven.tioC
property (i.e., 600 or more rooms and ~O,OOO or more sauare
fee t 0 f mee e ing space; here inaf eer . a "convention hoeel"
(including aJOy meeting space available to Hotel Operaeor
pursuant co any license or shared facilities agreements or
otherwise)) within the area ("~erritOry.) comprised of Dace
county north to and includi"g the ciey of Ft. Lauderdale:
provided ho",ever, . that this provision will in no event be more
restrictive (or shall no lon.ger be applicable, as the case may
be) than aJOy radius restriction. (or lack of restriction)
regarding any other hotel r.oW or hereafter located in the area
north of 5th Street and south of ~4th St=eet receiving in
excesS of $5,000,000 in value of AgencY or city funds (or
funds conerolled thereby, includ'i.ng tax benefits). ~he
Hotel's radiuS restriction will terminate or e~clude certain
properties as described below, as applicable, upOn the
occurrence of any of the follow~ng events:
(il if the Hotel is acquired by a purchaser who is
oart of a hotel chain (i.e., tWO or more hotels) or SMfiC
purchases a hotel chain and in either event such chain
has one or more properties in the Ten-itory, then such
properties shall be excluded from <:he radius restriction;
(iiJ the purchase of the Agency'S interest in the
Eocel, including the land, by sMEC; and.
(iii) the ternU.nation of <:he Redevelooment Plan
(without regard to any extension thereof) . -
~o. site I-B
The AgenCY will enter intO an agreement: with SMHC with regard
to Site l-B (i.e., the lot presentlY owned by the AgenCY and <:he
second lot if subsequentlY acquired by the Agency) providing
development on each lot will conform to applicable zoning 1a",s and
requestS for prOpOsals applicable to such development and such
other matters as the parties maY determine, if anY, by mutually
acceptable agreement.
lL pesian Development ExPense Reimbursemen!;.
The pa-rties acknowledge that SMKC will, of necessity, incur
significant out-of _pocket costS for professional architectural
design, engineering and other technical advice and services in
. connection ",ith the design, const"uction and pe=itting of the
Hotel ("Design Costs.) pr~or to the execUtion of the Agreements.
In consideration of the foregoing, and in order to insure the
timely consummation of the transactions contemplated hereby, SMHC
and the AgencY have agreed that su~ costS win be subj eet to
reimburse~enc as followS:
1.9
OO,,(~7S'.DOCS.~.O~Sl~s_ot~t~.
. (a I if the AgenCY or the Ci t y, as app licable , bas no t ,
pr~or to December 15, 1995, entered intO binding agreements to
ra~ge the funds necessary to meet its obligations as
contemplated by paragraph 2 (b) (31 and paragraphs 3 (al and (bl ·
then the Ager.cy shall. nO later than December 31, 1995, pay to
SMliC the Qualified Design costs (as hereinafter defined) ;
(b) if SMHC haS not by December 15, 1995 entered into
binding financial commitmentS to obtain the first mortgage
financing as contemplated by paragraph 2 (b) (1), SMHC shall
bear all Design Costs incurred by it; and
(c) if the Agreements are not in final form acceptable
to the parties for eXecution by December lS, 1995, for any
reason ~hat50ever, including the mutual failure of SMHC and
the AgencY . (or the City, as the case may be) to obtain
financing commitments pursuant to (a) and (b) above, SMHC
shall bear one half of the Qualified Design costs and the
Agency shall, no later than December 31, 1995, reimburse SMHC
for one half of the QUalified Design Costs.
The term "QUalified Design costs" shall mean Design costs in
an amount not to exceed $1, 600 , 000; provided, ho~ever , that if
between July 15, 1995 and August 1, 1995 the Agency notifies SMHC
that it wishes SMHC to suspend further design work, QUalified
Design Costs shall not exceed $1,090,000.
~2 _ General
(al ybitration: AnY controversy or claim relating to any
of the Agreements (or the breach thereof) will be settled by
arbitration in accordance with standards and methodology to be
negotiated between the AgenCY and SMlIC. The AgenCY and sMlIC will
negotiate an expedited arbitration regime with respect to pre-Hotel
Opening matters, wh.i.ch regime may include the advance appointment
of a qualified arbitrator.,
(bl Li~ility: The AgreementS will incorporate provisions
with respect to the limitation of SMIlC's, the Agency's and the
City's liability thereunder, as applicable, mutually acceptable' to
the paxties, with the same providing for reasonable damages, but no
punitive damages.
(c) oefinitive Aareements: upon execution of th.i.s Letter of
Intent by SMRC and approval of-the terms hereof by tbe appropriate
AgenCY and city bodies, the AgenCY' s counsel will d.......ft the
Agreements (other than the aotel Management Agreement, agreementS
to which the Agency or city is not a p=ty and other agreements as
the p"--cies may agree). The Agreements will contain, among other
things, representations, warranties, ' condi tions , coV"enan.ts, and
indemcities and the like typical in similar transactions, sub~ect
to the terms hereof, The consummation of the transacuons
20
00': (1)47S1.OOC3.x:uaQu.sll'Qi2"lOS_DI~~.
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 t~is Letter of Intent and the Agreements shall
be subj ect thereto. .. .
(d) Structure of Lessee: The entity constituting lessee and
developer will be ME 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 te
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 ~een 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:
S-/3[<;.r
Date.
HIAMI( BEA~ ~CfilZAGENcr r/~hs
f('f".;......~ (-o;;.(~ Date
C.t.....l ~ ..,:.rJ
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
21
APPROVED AS VRM:. _'
BY'V~~
Laurence Feingo ,
General counsel
JJ2I?ROVKD:
#
By
po,. (O~ 7S' .tlOCS .l<D'J.8oUS1 t1lI2'OS _o~at..
~ / JP/'10
Da~e .
5"/3195
Date
5)~/cr~
Date
~/)Jl/'lC
oa.t.e ~ '
. FO~~OVED . .
~~
~~te v:o/-
22