01-09-12 Council Agenda & Packet

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(c) The Commission shall enter into a Garage Lease and Operating Agreement providing Care Hotels with all rights, privileges and responsibilities for the use,operation,maintenance and full enjoyment of the parking garage. (d) The Commission's interest in the parking garage shall be subordinate to the interests of Care Hotels' lenders providing financing in connection with the Chase Tower. The Commission shall enter into a Financing Agreement with Care Hotels and Care Hotels' lenders documenting such subordination and addressing the implications of any loan default with respect to the Commission's Garage Interest. (e) The City and the Commission finther agree to cooperate and act in good faith with Care Hotels in completing any definitive agreements contemplated hereunder on terms typically found in agreements of the kind contemplated by this Agreement, and any actions that are necessary to complete the transactions contemplated by this Agreement. SECTION 2. Care Motels Agreements. Care Hotels agrees with the City and the Commission as follows: (a) Invest a minimum of Four Million Dollars ($4,000,000) in equity into the purchase and rehabilitation of the Chase Tower. (b) Pursuant to Section i of this Agreement, Care Hotels agrees to (i) obtain fee simple title to the Chase Tower and (ii) undertake the Building Improvements in an amount not less than Eleven Million Four Hundred Thousand Dollars ($11,400,000) inclusive of the proceeds of the Purchase Price. Such Building Improvements shall be completed by the later of January 31, 2013, or one (1) year from the date that Care Hotels receives fee simple title to the Chase Tower. (c) Care Hotels shall maintain the office building portion of the Chase Tower as Class B or better office space, as defined on Exhibit B, for a period of not less than ten (10) years following Care Hotels' receipt of fee simple title to the Chase Tower. (d) Upon the later of June 30, 2012, or six (b) months from the date that Care Hotels receives fee simple title to the Chase Tower (the "Rebranding Period"), Care Hotels shall cause the hotel located in the Chase Tower for a period of not less than ten (10) years to be operated as a Holiday Inn, Holiday Inn Express, Holiday Inn and Candlewood Suites hotel, or an "Upper Midscale" hotel or higher rated chain hotel as identified from time to time by STR Global on its STR US Chain Scales currently available at: http://www.strglobal.com/documents/STRChainScale.pdf, and more particularly described in Exhibit C (collectively "Qualified Hotel Brands"). For purposes of calculating the ten (10) year period of operation as a Qualified Hotel Brand, the period of time from the execution of a franchise agreement for a Qualified Hotel Brand and the date of termination of a franchise Agreement for a Qualified Hotel shall count towards such ten(10) year period. In the event Care Hotels violates the provisions of Sections 2(c) or 2(d) by failing to maintain a Class B office building or by failing to operate a Qualified Hotel - 3 - BDDB01 90052150