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Z o _:E -f :t m ::0 m 11 o ;:0 m OJ m -f o C r -< ::0 m en o r < m C OJ -< -f :t m o :t )> ::0 s: )> Z )> Z C s: m s: OJ m ;:0 en o " -f :c m s: )> s: OJ m )> o :c ;:0 m o m < m r o "'tJ s: m z -f )> G) m z o -< .- ::r Q) .- .- ::r CD () ::r Q) .., 3 Q) ::J Q) ::J 0- 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 ATTEST: . /[\L ~t~.'J:\ (: :T'O~ il'- '-- SECRETARY C:\WPWIN60\PIA\lOWES.RES May ,1995. CHAIRMA FORM APPROVED REDEVELOPMENT AGENCY GENERAL COUNSEl --- By J Lv Date ". .--- ~~J-c;) 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. 95-33 TO: CHAIRMAN AND MEMBERS OF THE BOARD OF THE REDEVELOPMENT AGENCY FROM: ROGER M. CARLTON EXECUTIVE DIRECTOR / / .~ cU. ;))_//~I 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 I 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 the negotiating team. RMC: jph Attachment S()UTti V()I~ l2edevelvpment Ulstr1.:t 1 (;[0' (;~~l2 l2edevelvpment UIUr1.:t AGENDA ITEM 2-B May 3, 1995 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 ("ROA"), 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 ROA, the City and Loews, subject to the approval of the ROA and the City, have negotiated the terms of the Letter of Intent attached hereto; and WHEREAS, a Special Joint ROA 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 MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH that the Mayor 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 May ,1995. ATTEST: l\~ ?_,\';n~ CI Y CLERK C:\WPWIN60IPIAIJ..OWES.RE2 FORM APPROVED Legal Dept. By S~ C-i> r- Date ~ - l - q ') 2 CITY OF MIAMI BEACH CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139 COMMISSION MEMORANDUM NO. .%O-~~e~ TO: Mayor Seymour Gelber and Members of the City Commission DATE: May 3,1995 FROM: RagerM. carlt1,.11 l~ Laurence Feingold ~ -----~ fl? """.. CityManager ~ City Attorney ~ ~c.1~ 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 SUBJECT: 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 I 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 1 AGENDA ITEM R-l-B .5- ~- <tfL DATE LETTER OF ~ May 5, 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 Pl~~"). The Redevelopment plan was the result of the combined effort of the city of Miami Beach (the uCityU), 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 fos-ter 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 (nRFpn) dated November 29, 1993. In a resolution dated July 21, 1994, after a public rev~ew 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 11 Hotel n ) in accordance wit:h the requirements of the RFP. This letter sets forth the understanding reached as a result of such negotiations. 1. . The Hotel The Hotel will be an approximately aoo-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 acceotable to SMHC's lender, SMHC, the Agency, the City and t.heir respective counsel. SMHC shall be obligated to develop, construct, furnish and equip the Hotel in accordance with plans established pursuant to the Agreement.s which shall include approximately ~90 on-site parking spaces. The Hot.el shall be cor..structed in accordance wich all applicable zoning, 1 00', C~7S8_DOCS.~aoLLS]HAM05_otsTR!BOTtON. building, environmencal, safecy and ocher governmental laws, rules and regulations. 2_ Costs and Financinq of che Hotel The preliminary estimated budget for the development of the Hotel, and the financing sources, are as follows: a. COSTS l. Hard costs, such as excavation, construction, building materials, contractor fees, etc. $ 66,400,000 2. Hotel furniture and equipment 19,500,OOO 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 l7,600,OOO 4. Financing costs such as construction interest, commitment fees, other bank costs and fees, legal fees, etc. 6,500,000 $li0. 000.000 ~0,000,000 subtotal: s. Operating deficit guarantee . 6. Mortgage debt service guarantee 1.5.000,000 $135.000,000 Total: DO': (~7S8_00cg.~8011S1MEM05_0IS!RIBOTI~. 2 b. soURCES l. 2. 3. 4_ $ 66,000,000 First mortgage Initial equity provided by SMHC, which will be funded prior to first mortgage funding 15,000,000 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 29,000,000 WO/OOO,OOO subtotal; 5. Operating deficit guarantee provided by SMHC' s parent, :r...oews corporation, for the benefit of and as required by first mortgage lender Mortgage debt service guarantee provided by SMHC's parent, Loews corporation, for the benefit of and as required by first mortgage lender J.5,000,000 5135,000,000 lO,OOO,OOO Total: c _ FU@ING OF AGENcY' S S~ At the time of, or prior to, the eXecution of the Agreements. the Agency will have taken all action required by law to authorize. and will have sold and issued, in the ma=er 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 fundingl. less the net amount 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 to SMHC' s construction lender on or about the conunencement of construction. together with SMHC's Funded Equity (as hereinafter defined). and shall be applied in accordance with applicable laWS. The application of funds in accordance with applicable laws shall be supported by 009:t047SS.00cs.~aO~lSIHSMOS_OXSfRlBCTI~. ~ appropriate documentatior... The public areas of the Hotel shall be owned and operated in accordance with all applicable laws. 3. A~encv 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 suffic~ent amount, or will have incurred other debt in a sufficient amount, to ensure that the following actions will be substantially comoleted prior to the opening date of the Hotel as defined in the - Hotel Management Agreement (as hereinafter defined) (the "Hotel Opening Daten). 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 Garaae; 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. for and from The Agency and/or City shall also be responsible maintenance of the beachfront adjacent to the Hotel construction and maintenance of the boardwalk or broadwalk 21st 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 the previously planned State of Florida streetscape improvements on Collins Avenue (AJ.A) 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 ~n accordance with the standards set forth in the Agreements. 4. Municipal Garaae (a) AcrenCV or City to Build Gara~e: 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 the improvements thereon are operated as a hotel or the parking 4 DQ9:(Q47sa.DOCS.~aOll5JKEMOS_OISIRI9OtICN. spaces are required for the use of such land arld the improvements thereon by SMHC under applicable law) of an approximately soo-car municipal garage ("Garage") on a city- owned site within an area bounded by washington and Collins Avenues between 15th and 17th Streets, including extension of 16th Street leading to the Hotel main entrance acrosS Collins Avenue. The Agency and/or City shall perform the foregoing actions in accordance with the standards set forth in the Agreements. sMHC shall act as developer of the Garage for a fee of 3% of the project cost, pluS ouc-of-pocket ~xpenses, pursuant to a development agreement mutually satisfactory to the parcies. In addition, any retail or accessory uses included in the Garage scructure will be compatible with ~~d enhance the Hotel and its vicinicy in accordance with the standards set forth in the Agreements. The Garage will be completed and ready for use not later than the anticipated Hotel Opening Date. The Agency and/or CiCy shall not, for so long as the Hotel is operated as a hotel, increase the height of the Garage so as co adversely affect the useful enjoyment of the hotel swimming pool. (b) Garaqe OoeratoJ;:: The Agency or City shall designate the operator 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 SMHC, and which operacor 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 for Hotel valet parking arrangements) . Hotel user parking rates shall be established by the. garage operator, sUbject to the AgenCY'S or City's approval, provided, however charges to SMIlC for valet parking shall not exceed 50% of the self-park rate and charges for lIotel employee parking shall not exceed the lower of (i) monthly parking rate, (iil 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 shall request from time to time upon not less than 24 hours prior notice to the garage operator. (d) Hotel Garaae RenJ;.: SMHC shall pay annual rent r payable monthly, equal to $500,000 for the use of the 560 priority Hotel parking spaces, subject to paragraph (e), beloW (the "Garage Rent") . 5 009: (047S8.00cs.~80~~S]~_ot~0ri. eel Facilitv Usaae Payment: In consideration of SMHC's agreement to utilize the Garage on a requirements basis, as provided above, SMlIC 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 revenues with respect to the first $1,200,000 of grosS revenues; and (ii) 28% 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 from Washington Avenue to Collins Avenue. (h) Enforceability: Appropriate provision will be made, by easement or other covenant, to ensure the enforceability of the Hotel' 5 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 en~mber 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 $500,000 per year commencing on the Base Rent shall be increased every 10 Opening Date in the same proportion as in the then appraised fair market value (c) Base Rent: Hotel Opening Date. years from the Hotel the increase, if any, 6 009: (047S8.DOCS.~80~~S]~_OI~OK. 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 to the applicable change in the GDP implicit price deflator index. In no event shall Base Rent during an escalation period be less than the Base Rent during the prior period. (d) Additional Rer.~' Net Cash Flow after Debt Service (as hereinafter defined) shall be distributed annually pursuant to the following Tiers: Tier~. ~OO% to sMHC until funded operating shortfall reserve (up to $~O million) plus interest at 15% per annum as calculated from the later to occur of the date such amounts are funded and the Hotel Opening Date (cumulative and compounded) is repaid. Tier 2. 100% to SMHC until SMHC receives a ~5%' per annum cumulative (not compounded) preferred 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 EquityW) - Tier 3. 100%' to SMHC as int.erest at 15% per annum cumulative (not compounded) on funds provided by SMHC to meeC development cost overruns, subject co a cap of $11,000,000, and up to $5 million of additional operating shortfalls, as 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 nIRRn) (cumulative and compounded return on and return of), on its Funded EquitY ($15,000,000) as calculated from the later to occur of the dace such amounts are funded and the Hotel Opening Date I noC 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 Agency has received (as calculated from Hotel opening Dat.e and including Base Rent Additional Rent actually paid) an 8% (cumulative and compounded reCurn on the the and IRR and 7 OO~: [Q4 758 . DOCS . KD-laausl Kll2'I'S _DIS1"UllOTIOlI. ..'- - - - - - - -- return of) its land at a fixed value of $24,000,000. Tier 6. 85% to SMHC, lS~ co 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. SMHC 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. SMIlC 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) 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 the 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 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. 8 OO':(~7S8.00cs.~8011S1~_OLSrRIBOTION. (i) Purchase action, while the Agency's Tax Increment Revenue Bonds, Series '993 ( the " Bonds" ) have not been retired, SMHC will have an option to purchase the land at a price eq~al to the greater of ('l 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 buyer not affiliated with SMHC taking into account the then current state of title as well as the continued existence of the Ground Lease and the Hotel Management Agreement as then in effect. or (2) the amount determined as follows: a. For all fiscal years until Additional Rent payments have reached Tier 5: 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 fLxed ac $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 Base Rent and Additional Rerit payments made to the Agency) on the land value fixed at $24,000,000 or (ii) 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 (il average Base Rent and Addi tional Rent paid to the Agency during the prior three fiscal years, or (iil average Base Rent and Tier 6 Additional Rent which ~uld have been vayable 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 purehase price with re"1'ect to the exercise of the purchaSe option after December ~, 2004 shall be computed pursUant to (il (21 above (without regard to (i) (1) above) if at least ~22 days prior to the exercise of such option, SMHC shall have given the Agency notice of intent to exercise its Vurchase 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 purcr~se option, which amount shall upon exercise of such purchase option be credited against the purcbase price thereof, 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 have been retired (other than as a result of (xl above) sball be 9 t)(l'), (04.758 .DOCS_K!h1.Sonsl ~_D~ON. computed pursuant to (i) (2) above (without regard to (i) (11 above) and the requirements of (x) above shall not apply to the exercise of such purchase option. The parties acknowledge that clause (1) of this paragraph (i) has been included based upon the present interpretation of section 144(c) (2) of the Internal ReVenue Code (the 'Code') in relation to the Bonds by counsel to the Agency. The p~ties agree that such clause (1) shall not apply if at any time SMIlC provides an opinion of tax counsel knowledgeable with respect to the tax aspects of tax-exempt bonds, in form and substance satisfactory to the Agency and its counsel, to the effect that the exercise of the purchase option at the price determined pursuant to clause (2) will not adversely affect the exclusion from grosS income for federal income tax purposes of interest on the Bonds. In the event, wi thin 12 months following the exercise by SMIlC of the purchase option (the date of exercise being called the 'Exercise Date"), SMRC shall consummate the sale of the Hotel to an unaffiliated third party (a "Post-Option sale"] with whom SMilC had reached an agreement in principle, evidenced in writing, at any time during the 6-month period prior to the EJeercise Date, the post -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 with paragraph 7, subject to a credit in favor of SMIlC in an amount equal to the option purchase price theretofore paid to the Agency. (j) Lease and Transfer of Hotel Public as. In consideration of (k) 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 (11 belOW and (3) SMHC providing the Funded Equity ($k5,OOO,OOO), the AgenCY shall (A) lease to SMIlC 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 its right, title and interest in the Batel, including the public areas thereof, to SMHC. (k) Riaht 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 gotel, including the public areas of the Hotel, SMIlC shall have a right to purchase such interest upon the same terms and conditions as the same are offered and in accordance with the Agreements. The Agencyashall not sell lesS thaO its entire interest in the land and the Hotel. 10 1>O~: (~7S8 .tJOCS_/1D.1QO:L:L51ME2'OS_D~IOl'l- (1) convention Center: SMHC will enter into an agreement with the city p~suant to which the improvements will be operated as a hotel and rooms will be made available to support Convention center eventS according co.a formula co be negotiated. The formula will cover the number of rooms committed, rate structure, and timing of release of rooms from the City's rights pursuant to such agreement. This agreement will also provide for joint marketing arrangements between the Hotel and the City and for the designation of the Hotel as a primary supplier of hotel services to support the convention Center. The term of the agreemenc 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. (m) The Agreements will include customary provisions and such other provisions mutually sacisfactory to the parties. 6. Definition of Net Cash Flow after Debt Service "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 Service, depreciation and aJDOrtization. These costs would include, without 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 (other than those funded through the reserve for addi tions to furnishings and equipment, and except that no deduction shall be permitted for capital additions and improvements which under the Agreements require the consent of the Agency, unless such consent has been obtained or is deemed to have been obtained), all insurance premiums, paymentS under equipment leases, real estate taxes and assessments, and all paymentS into the reserve for additions, substitut ions and replacements to furnishings and equipment. "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 $66,000,000 for so long as SMHC is the owner of the Hotel and after a sale of the Hotel by SMHC, the principal amount equal to the greater of $66,000,000 or the actual principal amount not to exceed 75% of the sale price (including assumed debt). To the extent amounts of Deemed Debt are not held by an institutional financing source, debt service shall be calculated assuming interest payments 11 OO':(047S8_00cs.~aO~LS1~_D!ST2I8OTIO~. ae the Citibank, N .A. prime race and principal payments in accordance with a 20 year amortization schedule. 7 . Apolication of Ne't proceeds from Sale of the Hotel In the event of a sale or refinancing, Net Proceeds would be determined as if such NeC 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 Nee Proceeds were Additional Rene as provided in Paragraph S(d). For purposes of calculating Net Proceeds, the gross proceeds recei ved from such sale will be deemed to include any amounts received by an affiliated hotel operator for che 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 chis paragraph 7, a sale shall be deemed to mean any transfer by operation of law or otherwise by SMHC of a greater than ~O% 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 10% equity' interest in SMHC, in either case to a person who is not a controlled affiliate of the Loews Hotels chain. AnY cransfer to a controlled affiliace 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 so 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 Riqhts The Agreements will provide the following approval rights for the Agency: (a) plans: The Agreements will include preliminary plans and specifications resulcing 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 which will have been approved by the Agency and SMHC jointlY as part of the negotiation of the Agreements. The budgets will include all of SMHC's (and its affiliat.es') development fees, reimbursables, payment.s to affiliates and such other items reasonably requested by the 12 CO" (0475a.oocs.~BOllSIM2M05_DLStRIBOTION. Agency. The Agreements will include a timetable for submission and approval of final plans. SMHC will provide to the NJency a critical-path schedule prior to the start of construction. The Agency will have the right to approve material changes. additioIlS and alterations contained in the final plans to the extent such final plans do not substantiallY comply with the approved preliminary Plans. The Agency may not object to changes required to comply with applicable laws in so far as such objection relates to cost overruns. Any objections by the AgenCY to material changes. additions and alterations will be reasonable and specific. and, at the Agency's option, may include alternate choices which would not re~ult in extra cost. If the AgenCY validly and appropriatelY obJ.ects to a change proposed by SMHC and such obj ection is upheld following binding arbitration, if any, SMHC may. to the extent permissib~e under applicable laWS. nevertheless implement the change, but any resulting budget overrun would not be reimbursable as Additional Rent or otherwise. except as provided for in the Agreements. If the Agency approves a change but at a justified lower cost than proposed by SMHC. only the cost approved by the AgenCY (or as established following binding arbitration) will be included in SMHC'S allowed overrun (see "Additional Rent"). Notwithstanding the Agency's approval of any plans or specifications and changes thereto, SMHC wi~~ be required to comply with al~ applicable laws with respect to the const~ction and operation of the Hotel, including, withoUt limitation. the obtaining of any required consents and permits required under applicable laws. The Agency'S approval rights will not cover areas of interior design and decor except to the extent reflected in the approved preliminary Plans. The AgenCY. will have the right to inspect the project during construction and to have an on-site representative at its sole cost and expense. SMHC wi.U not commence construction on a portion of the Hotd until any required approval of applicab~e final plans has been obtained fr:oro. the Agency. (bl Finam;ial StatementJi,SMHC will deliver to the Agency monthly unaudited and annnal audited financial statements. In addition, the Agency will be provided annually with an information copy of a projected income statement reflecting the budget for the upcoming year. All financial statements will be prepared in accordance with the Uniform System of AccountS for aotels (8th Revised Edition) C"USAR") . All financial statementS and books of account re~ating 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 13 009: (~7S6.DOCS.~aOl151~_DI~BOT1aM. 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' 5 share of Additional Rent has been understated by 3% or more, then SMHC will pay to the Agency 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 be subject to the Agency's approval. For purposes of this paragraph 8 (c), a sale shall be deemed to mean any transfer by operation 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 will not constitute 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 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. 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 Hotel to 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 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 or instrumentality thereof or an entity controlled thereby; and (iii) agrees to be bound by a.ll the termS and conditions of all the Agreements. (d) New Manaaement Com?a.n~: 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 D09: (04 758 .DOCS .!'lLU8 oUSl to'PS _otSTRI3l]1"tOlf . hotel operator controlled by a foreign government or inscrumentality thereof. Notwithstanding the foregoing, a change in the Hotel Operator shall be deemed reasonable and not require consent of the AgenCY if the. resulting hOtel operator is a Permitted Operator. A "Permitted operator' for the purposes of this section is an entity which (i) is not a foreign go~ernment or instrumentality thereof or an entity controlled thereby; and (ii) together with its affiliateS, (a) has been engaged in the operation or management of hotels for at least fi~e years and has operated or managed during such 5-year period at least one con~ention hotel (i.e., 600 or more roomS and 40,000 or more square feet of meeting space) which meets the quality standards set forth in the Ground Lease, and (b) has a national marketing operation under a national flag or has entered into an agreement with a hotel chain which has a national marketing operation under a national flag. (e) Right ~o Cure, The AgenCY will have the right to cure defaults by SMRC under any mortgage, the lIotel Management Agreement and such other agreements as the parties may agree upon, and all such agreementS will so provide. (f) Aporo""l Notice.?' (I) Neither the AgenCY nor SMRC shall unreasonably delay, withhold or condition any requested approval required under any of the AgreementS or this Letter of Intent. If a request by SMHC relateS to the appro""l of certain matters to be mutuallY agreed upon by the parties, such as the sale of the aotel or change in the llotel Operator as aforesaid, and the AgencY fails to respond within the provided time period, then after the expiration of such time period SMRC may resubmit its request to the Agency, and provided such request (and the envelope in which such request is transmitted) conspicuouslY bears the following legend, the matter stated in the .request shall be deemed approved by the Agency if the Agency shall fail to disapprove such second request within 3"0 days after recei.pt thereof: 'FAILURE TO RESPOND TO THIS REQUEST WITHIN 30 DAYS SHALL CONSTITUTE AUTOMATIC APPROVAL 01' THE MA'J.'TERS DESCRIBED JJEREIN m:TII RESPECT TO pj\RAGRAl?a OF TIIB [NAME OF AGREEMENT] ~ DATED ' BETWEEN [DESCRIBE: PARTIES] II (2) It is contemplated that the Agreements will pro~ide for an ~dited approval process during the period prior to the Hotel opening Date. (3) I f the AgenCY's or SMHC' s appro~al is required under any of the Agreements, upon disapproval of a request, the disappro~ing partY will pro~ide written reasons supporting such party'S disapproval of such matter to the other party. lS 009 : (04758 . DOCS .MIJU.80U51 MPX:6 _ oIS'!1tIBQTIOd . Each party shall deliver to the other party its approval or disapproval of any request for approval pursuant to the Agreements within the applicable time period. If a party does not provide a response to a request for an approval within the time period set forth in the Agreements (whether such approval request requires a single or double notice), such request shall be deemed approved. 9. Hotel Manaqement Aareemenj;, Pursuant to a management agreement (the "Hotel Management Agreement'), the Hotel will be operated by an affiliate of Laews Hotels, Inc. ( "Hotel Operator') as a first class, upscale convention property in the LoeWS HotelS chain in accordance with the fo11owing provisions: (a) Manaqement, The Hotel will be managed by Hotel operator as part of the LoeWS Hotels chain in accordance with the standards set forth in the Ground Lease. Hotel Operator will have exclusive authority co operate the Hotel in the name and for the account of SMHC. (b) Techn!cal serVices' Hotel Operator will provide technical serVices to assist SMHC in the construction, furnishing and equipping of the Hotel. These services will include, among other things, (i) 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 Hotel will meet the standards set forth in the Ground Lease; (ii) develop criteria for furniture and equipment and assistanCe in obtaining sources of supply; and (iiil assistanCe in coordinating purchases and installation of furnishings and equipment. Hotel Operator will be paid a one-time fee of 5300,000 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-ooeninq serVices, Hotel Operator will provide required services to SMHC to prepare the Hotel for opening, including among other things, ( i) recruiting, training and employing (in the name of SMHC) 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. Hotel Operator will be reimbursed by sMHC for the cost of providing these pre-opening serVices, inclnding executive and staff time, and out-of-pocket expenses. These costs and fees 16 00" [047s8.oocs.MIAlSO~1SI~S_c~oN. are included in the estimated budgec, referred to ~n 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 Operator may not, without the consent of the AgenCY, exercise a renewal option unless the Agency has received an 8%' per annum cumulative (not compounded) return (i.e., Base Rent and Additional Rent:) on the land value fixed at $24/000,000 i provided, however, that the foregoing requirement: will cease to be applicable once the Agency has received an 8t; 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%' cumulative return by direct payment to the Agency, with any such direct payment being deemed Additional Rent. (e) Manaqement Fee: l. Base Fee: 3% of Hotel Revenue (calculated in accordance with USAH) . 2. Grou~ 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 services will include a central 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 through a third party service provider) shall be allocated co the Hotel on a pass-through basis with no mark-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 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 exp end i tureS 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 17 009: (047!>8 .X:XX:S.ML\lIl0l1S1)4E1olO5_0~0N". ent.ert.ainme:1t., t.elephone and other incidental expenses of employees in performing services actually and specificallY incurred in connection with the Hotel. In no event. will out- of-pocket expenditures include regular overhead expenses of Hotel operator's corporat.e facilities or compensation of home office employees. Notwithstanding the provisions of subparagraphs (e) (1) and (e) (2) above, in the event a management agreement shall be ent.ered into with a new hotel operator, the combined Base Fee and Group Marketing Fee shall not. exceed 4.25% of Hotel Revenues. (f) pualitv Standard; Hotel operator will be required to operate the Hotel as a first class, upscale convention center hotel, including high-quality banquet, convention and meeting services and facilities, multiple-food and beverage outlets, room service, bell service, laundry and valet services, a health and fitness facilit.y, and such other services as are generallY provided by comparable upscale convention center hotels of national repute, consistent with the Hotel's physical facilit.ies, 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 agreed on by the parties. The comparable convention center hotels will be reestablished by agreement bet.ween 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 cured, the AgenCY will be entitled to enforce this provision with appropriate remedies. including termination and/or =e 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 sha~l not be deemed to diminish SMHC's obligation to maintain the Hotel consistent with the physical facilities of the Hotel as constructed pursuant to the Agreement.s. (g) FF~ Reserve, Hotel operator will be required to establish a reserve for replacement and additions to furnit=e and equipment initially funded at ~% of Hotel Revenue in the first fiscal year. increasing to 2% in the second fiscal year, 3" in the third fiscal year and 4% 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. J.8 009, (047sa.DOCS.~8011SJ~S_OI~rBOTION. (h) ~adius Re~trictiQli: ~ithout the prior consent 0: the Agency, Hotel Operator ",ill not operate a convention property (i.e., 600 or more rooms and 40,000 or more square feet of meeting space; hereinafter, a "Convention hotel" (including any meeting space available to Hotel Operator pursuant to a~y license or shared facilities agreements or otheeNise)) ",ithin the area ("TerritOry") comprised of Dace countY north to and including the city of Fe. Lauderdale; provided ho",ever, that this provision ",ill in no event be more restrictive (or soall no longer be applicable, as the case may be) than anY radius restriction (or lack of restriction) regarding any other hotel nO'" or hereafter located in the area north of 5th Street and south of 44th Street receiving in excess of $5,000,000 in value of Agency or city funds (or funds controlled thereby, including taJC benefits). The Hotel'S radius restriction ",ill terminate or exclude certain properties as described bel""', as applicable, upon the occurrence of any of the follo~ing events: (i) if the Hotel is acquired by a purchaser ",ho is part of a hotel chain (i.e., tWO or more ootels) or SMHC purchases a hotel chain and in either event such chain has one or more properties in the Territory, then such properties shall be excluded from the rad:Lus restriction; (ii) the purchase of the Agency'S interest :Ln the Hotel, including toe land, by SMIIC; and (iil) the termination of the Redevelopment Plan (",ithout regard to any extension thereof) . 1.0. site I-B The AgenCY ",ill enter into an agreement w:Lth sMIle ",ith regard to Site 1.-B (Le., the lot presentlY o.med by the AgenCY and the second lot if subsequently acquired bY the AgenCY) prov:Lding development on each lot will conform to applicable zoning lawS and requests for proposals app1.lcable to such development and such other matters as the parties may determine, if any. by mutuallY acceptable a.greement. 1.1.. Dl'5i~ Development F.xPense ReimloursemenJ;. The parties ackno",ledge that SMHC ",ill. of necessity, incur sign:Lf:Lcant out_of-pocket costS for professional architectural design, engineering and other technical advice and serv'ices in . connection ",:Lth toe design, construction and permitting of the Hotel ("Design costs") prior to the execUtion of the Agreements. In considerat:Lon of the foregoing, and :Ln order to insure the timely consummation of toe transactions contemplated oerebY, sMHC and toe Agency have agreed that such costS <rill be subject to reimbursement as folloWS: ~9 009: (G-\7sa .DOCS.~a01.l.S1~S_tl:t~IOtl. (al if the Agency or the city, as applicable, oas not, prior to December ~5, ~995, entered into binding agreements to raise the funds necessary to meet its obligations as contemplated by ParagrapO 2 (b) (3) and Paragraphs 3 (al and (b), toen the Agency shall, no ~ater than December n, ~995, pay to SMRC the Qua~ified Design Costs (as hereinafter definedl ; (bl if SMHC has not by December ~5, ~995 entered into binding financial commitmentS to obtain the first mortgage financing as contemp~ated by paragraph 2 (bl (~l, 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 ~5, 1995, for any reason whatsoe~er, including the mutual failure of SMHC and the Agency. (or the city, as the case may be) to obtain financing commitmentS pursuant to (al and (bl abo~e, SMHC shall bear one half of the Qualified Design costs and the AgenCY shall, nO later than December 3~, B95, 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 S~ , 600 , 000 i provided, howe~er , that if between July 15, 1995 and August 1, 1995 the AgenCY notifies SMHC that it wishes SMRC to suspend further design work, QUalified Design Costs shall not exceed $1,000,000. 12. General (al ""bitration' AnY contro~erSY or claim relating to any of the Agreements (or the breach thereof) will be settled by arbitration in accordance "ith standards and methodology to be negotiated bet"een the ;.qenCY and SMIlC. The MenCY and SMIlC "ill negotiate an expedited arbitratiOn regime "ith respect to pre-Hotel Opening matters, "hich regime may include the advance appointment of a qualified arbitrator. (bl Liabnit>" The Agreements "ill incorporate provisions with respect to the limitation of SMIle's, the MenCY's and the city's liability thereunder, as applicable, mutually acceptable to the parties, with the same pro~iding for reasonable damages, but no puniti~e damages. (cl Definiti~e Acrreement!l.' UpOn execution of this Letter of Intent by SMIlC and approval of the terms hereof by the appropriate AgenCY and city bodies, the ;.qency' s counsel "ill draft the Agreements (other than the Hotel Management Agreement, agreements to "hich the AgenCY or city is not a party and other agreements as the parties may agree). The Agreements will contain, among other things, representations, "arranties, . conditions, co~enants and indemnities and the like typical in similar transactions, subject to the terms hereof. The consummation of the transactions 20 009: (04 7SS . [)OCS . WI usa US H1E!oC!U) IS"Il1JllO'!Ioel . 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 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 Aqency: 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 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 ACmOWLEDGED: MIAMI BEACH REDEVELOP / Q , I SJ3/C;S Date AGENCY -,(:.,1'1.) Date \ [SIGNATURES CONTINUED ON FOLLOWING PAGE] 21 A2E'ROVED AS VRK:. -' BY'~~ ~ - Laurence Feingo I General counsel _ tf /:JP/'1O: Dat!-e . APPROVED: _ ilib 5 Date BY: pV Laurence Fe' gold, city Att:.Orney ~/Jj)-/tj~ DaLe ' ' By FO~~OVED . B~~ D~te r;;;; 22 1)0" to.7sa .IX)CS .HJ:l'o1ao1.151 HSloO!U)~~.