DATE: As of March 18, 1996 10N
SUITE NO.: 207B
ACCOUNT NO.: New
LICENSE: Extended Stay America, Inc.
TERM: Ten (10) Years
JOE ROBBIE STADIUM
EXECUTIVE SUITE LICENSE AGREEMENT
This License Agreement ("Agreement") made and entered into by and between
ROBBIE STADIUM CORPORATION, f/k/a Dolphin Stadium Corporation, a Florida
corporation, with offices at 2269 N.W. 199th Street, Miami, Florida 33056,
("Owner") and Extended Stay America, Inc. "Licensee" as further described on
Exhibit One to this Agreement.
WITNESSETH:
In consideration of mutual covenants and agreements set forth in this
Agreement, Owner and Licensee do hereby agree as follows:
1. Grant of License--Executive Suite.
----------------------------------
Subject to the terms and conditions set forth in this Agreement, Owner
hereby grants Licensee the exclusive privilege and right to the use and
possession as described herein of the executive suite (the "Suite") located in
Joe Robbie Stadium, Dade County, Florida (the "Stadium") and identified by
number on Exhibit One. A diagram of the Stadium showing the location where the
Suite is located is attached as Exhibit Two.
2. Term of Agreement.
------------------
The Term of this Agreement shall commence upon the execution of this
Agreement by both Licensee and Owner, and shall expire on February 28, of the
tenth calendar year after the calendar year in which the Licensee has initially
been issued tickets for the Suite for either the Florida Marlins or Miami
Dolphins regular season games in the Stadium (whichever issuance is earlier). As
used in this License Agreement, the term "Contract Year" shall mean the
twelve-month period commencing March 1, and
expiring February 28, during the Term, except that in the year of execution, the
Contract Year shall commence with the date of execution and expire on February
28th. If this License Agreement is a renewal of an existing License Agreement
between Owner and Licensee, then the Term and initial Contract Year hereunder
shall commence upon the expiration of the existing License Agreement.
3. Suite Fee and Licensee's Privilege and Right to Suite
-----------------------------------------------------
The use and possession of the Suite shall be contingent upon payment
to Owner of the fee (the "Suite Fee") for each Contract Year in the amounts and
at the times set forth in Exhibit One plus any sales, use, property or other
governmental taxes due with respect to the Suite. The Suite Fee is the aggregate
of several charges including the license of the Suite and charges attributable
to that number of Miami Dolphins' and Florida Marlins' season tickets for the
Suite set forth in Exhibit One. In the event that the Suite Fee is not paid at
such times and in such amounts as set forth in Exhibit One, then Licensee
acknowledges and agrees that use and possession of the Suite shall be subject to
the Default provisions of Paragraph 11 hereof. In the event that the Owner does
not receive payment in full from Licensee on or before the applicable payment
due date set forth on Exhibit One the Owner may consider said failure to pay a
material breach, and may elect to charge Licensee a late fee of one (1.0%)
percent per month of the payment then due and owing until it is paid in full
and, without limitation of its other remedies, Owner may terminate this
Agreement upon such failure to pay in accordance with the terms of Paragraph 11
hereinbelow.
4. Furnishings, Decor and Alterations
----------------------------------
At the commencement of Licensee's use of the Suite hereunder, the
Suite shall be furnished and equipped with the fixtures, furnishing and
equipment described in Exhibit One. Licensee shall not make any additions or
alterations in the interior or exterior of the Suite or the fixtures,
furnishings and equipment therein without the prior written consent of Owner.
However, Licensee may supply articles of appointment, such as pictures, plants
or insignia reasonable in size and in good taste, as determined solely by Owner.
Any such additions, or alterations permitted by Owner shall be made at
Licensee's expense and be made
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free of any liens or encumbrances, in a good workmanlike manner, and in
compliance with all applicable permits, authorizations, building and zoning
laws, ordinances, orders, rules, regulations and requirements of all
governmental authorities having appropriate jurisdiction. Any fixtures or
materials incorporated in or attached to the Suite by Licensee shall become the
property of Owner unless Licensee shall have obtained the written approval of
Owner to remove same prior to the expiration of the term of this Agreement, and
if so removed, Licensee shall, at its own expense, repair and restore the Suite
to its condition as of the commencement of this Agreement.
5. Possession and Use.
------------------
Licensee shall be entitled to the exclusive use and possession of the
Suite during the term of this Agreement, except as provided in Paragraph 6
below, and subject to the provisions of this Agreement. Licensee and Licensee's
guests shall be entitled to use the Suite only at times for which appropriate
tickets for admission to the Suite have been obtained and the Stadium is
intended to be open for use by the general public. Licensee and Licensee's
guests shall be bound by and shall observe the terms and conditions upon which
tickets for admission to the Stadium have been issued by the sponsor or promoter
of each event for which tickets have been issued including, without limitation,
the policy adopted by the issuer of such tickets with respect to the
cancellation or postponement of the game or event.
Access to the Suites shall be from the Club Level of the Stadium
through a private door to the Suites. Access to the Club Level shall be shared
only by persons holding appropriate tickets for admission to the Suites and to
the Club Level Seats. Each Suite shall be provided with a lock system.
This Agreement provides Licensee only with the right and privilege to
possess and use the Suite in the manner set forth herein, and except as pertains
to the special right and privilege to so possess and use the Suite, this
Agreement does not confer upon Licensee and Licensee's guests any greater or
lesser rights and privileges with respect to admission to the Stadium than
afforded to other holders of tickets for admission thereto.
6. Admission Tickets.
-----------------
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During the term of this Agreement, Licensee shall receive the number
of admission tickets to the Stadium for access to the Suite as set forth in
Exhibit One for each pre-season and regular season football game played by the
Miami Dolphins at the Stadium and each pre-season and regular season baseball
game played by the Florida Marlins at the Stadium. In addition, during the Term
of this Agreement, Owner shall make available and Licensee shall be free to
purchase (i) up to four (4) direct access tickets for admission to the Suite for
Miami Dolphin games, and (ii) that number of additional tickets for admission to
the Suite for regular season baseball games played by the Florida Marlins at the
Stadium as set forth on Exhibit One. Licensee shall also be responsible for
purchasing the required admission tickets to the Stadium for access to the Suite
for any other games or events at the Stadium, including but not limited to
post-season football games of the Miami Dolphins, post-season baseball games of
the Florida Marlins, Major League Baseball All-Star Games, college bowl games,
or concerts (collectively, "Special Events"), for which Licensee desires to use
the Suite. Admission tickets for such other games or events shall be priced by
the sponsor or promoter of the game or event, but in no event shall the
admission price charged to Licensee and Licensee's guests exceed the admission
price charged for an admission ticket to the highest priced category of seats in
the Stadium. After Owner offers tickets for purchase for certain Special
Events at the Stadium, if the Licensee shall determine not to purchase such
tickets for the Suite within the time specified, then, at the option of Owner,
the use of the Suite for such Special Event shall revert to Owner and Owner
shall be free to sell the use of the Suite for such Special Event to a third
party.
In the event the Suite is deemed by the promoter of any event, concert
or game hosted in the Stadium to have obstructed or non-manifest seats, Licensee
shall not have the right to purchase admission tickets to the Suite. However,
Owner in its sole discretion, may offer alternative seating in the Stadium to
Licensee on terms and in locations to be determined by Owner.
Licensee shall be entitled to exclusive use and possession of their
respective suites during any World Series Game or Major League Baseball All-Star
Game held in the Stadium during the Term of this License and shall be entitled
to purchase admission tickets for each seat in their respective suite;
provided, however, that any seat for which any admission ticket has not been
purchased within the time specified by Owner in advance of the Major League
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Baseball All-Star Game or World Series Game may be made available by Owner for
purchase by others.
Notwithstanding any other provision herein to the contrary, it is
understood and agreed that the availability of the upper tier of Suites (i.e.,
Suites No. 301 et seq., collectively, the "300 Level Suites") during any Super
Bowl Games held in the Stadium will be subject to the requirements of the
National Football League. Accordingly, Licensees of 300 Level Suites may be
required either to relinquish use and possession of their Suite for any Super
Bowl Game held in the Stadium or to share possession of their Suite with others
who have been required to do so. A Licensee of a 300 Level Suite shall be
entitled to purchase admission tickets to the Super Bowl Game for at least fifty
percent (50%) of the seats in their respective suites. Owner shall make
reasonable effort (but can make no guaranty) to place Licensees of 300 Level
Suites and their guests in comparable suites as closely together as
circumstances will permit.
Licensees of Suites located in the lower tier of Suites (i.e., Suites
No. 201 et seq., collectively, the "200 Level Suites") shall be entitled to
exclusive use and possession of their respective suites during any Super Bowl
Game held in the Stadium and shall be entitled to purchase admission tickets for
each seat in their respective suites; provided, however, that any seat for
which any admission ticket has not been purchased within the time specified by
owner in advance of the Super Bowl Game may be made available by Owner to
others, including Licensees of 300 Level Suites who have been required to
relinquish possession of their Suite, as aforesaid, to accommodate requirements
of the National Football League.
7. Furnishings and Services
------------------------
During the term of this Agreement, Owner shall provide the following
to the Suite:
(a) The fixtures, furnishings and equipment described in Exhibit One;
(b) Color television, with standard all-channel reception for the
Miami area and closed circuit broadcasts of any football games played by
the Miami Dolphins or any baseball games played by the Florida Marlins as
may be available to Owner;
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(c) Heat, air conditioning, ventilation, running cold water, and
electricity during all games and events for which the Stadium is open for
use by the general public;
(d) Ordinary repair and maintenance of the interior and exterior of
the Suite made necessary by normal wear and tear;
(e) Dusting, sweeping and cleaning the Suite and rubbish removal and
disposal following each Stadium game or event;
(f) Telephone equipment and local area telephone service at Owner's
expenses;
(g) Food and beverage services through the caterer licensed by Owner
at Licensee's order and expense; and
(h) Such other special services as Owner, in its sole discretion, may
offer at prevailing rates and terms established from time to time by Owner.
8. Special Parking.
---------------
Licensee shall have the right to occupy, at no additional cost, four
(4) parking spaces for automobiles located in designated Stadium Site parking
areas in the Stadium parking lots at the times during which Licensee is entitled
to use the Suite. Licensee shall have the option to purchase additional parking
passes, depending upon availability, on a first-come, first served basis at the
then prevailing rates.
9. Right of First Refusal.
----------------------
If not in default in the performance of Licensee's obligations under
this Agreement, Licensee shall have the right of first refusal to renew this
license after the expiration of the term of this Agreement at such license fee
and on such other terms and conditions as Owner may, in its sole discretion,
determine. The Licensee's right of first refusal shall be offered and exercised
in accordance with the following procedures. On or about the thirteenth month
prior to the expiration of the term of this Agreement, Owner shall submit to
Licensee a license agreement which sets forth the license fee and other terms
and conditions offered by Owner for the license of the Suite. Licensee may
exercise its right of first refusal by executing and returning such license
agreement to Owner, together with any deposit or other payment
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which may be required thereunder, within thirty (30) days after the agreement is
sent to Licensee by Owner. If Licensee shall not timely return such agreement to
Owner together with the required deposit or payment, then this right of first
refusal shall terminate and Owner shall be free to offer the Suite for license
to a third party.
10. Covenants of Licensee.
---------------------
Licensee covenants and agrees with Owner as follows:
(a) Licensee shall keep and maintain the Suite in good repair, order
and condition, except for normal wear and tear, and shall reimburse Owner
for costs incurred by Owner to repair any damage caused by Licensee or
Licensee's guests to the Suite or to the property of Owner therein.
(b) Licensee and Licensee's guests shall abide by and observe rules
and regulations established from time to time by Owner pertaining to the
use and occupancy of the Suite.
(c) Licensee and Licensee's guests shall at all times maintain proper
decorum while using the Suite and shall comply with all present and future
laws, ordinances, orders, rules and regulations of all governmental
authorities and will not suffer or permit to remain any use or manner of
use of the Suite in violation thereof.
(d) Licensee shall not permit the preparation of food in the Suite nor
shall Licensee permit any food or beverages to be brought into the Suite,
except such food or beverage provided exclusively through the Stadium
caterer.
11. Default.
-------
In the event Licensee fails to pay when due any amounts (including,
without limitation, the Suite Fee) to be paid by Licensee pursuant to this
Agreement or otherwise defaults in the performance or observation of its duties
and obligations under this Agreement, Owner may, at its option, terminate the
rights of Licensee hereunder by giving Licensee twenty (20) days prior written
notice. In the event that Licensee shall not have cured the default or breach
specified in said notice within said twenty (20) day period, then Owner may
terminate the right of Licensee to the use and possession of the Suite and all
other rights or
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privileges of Licensee under this Agreement and declare the entire unpaid
balance of the Suite Fee immediately due and payable, whereupon Owner shall have
no further obligation of any kind to Licensee and may enter the Suite and remove
all items of property of Licensee for storage at Licensee's expense. Owner may,
without waiving any other right or remedy to which it may be entitled,
immediately apply the Security Deposit (as defined below) to Licensee's
obligations to pay the Suite Fee or other amounts owed to Owner as a result of
such default. Upon Owner's termination of Licensee's license to use the Suite,
Owner shall be free to relicense the Suite to a third party without obligation
to Licensee. Owner may relicense the right to the use and possession of the
Suite to another party; provided that, if there are any other Suites in the
Stadium available to be licensed, Owner may give priority to licensing such
other suites. Licensee shall remain obligated to make all payments due or
becoming due under this Agreement, but if Owner licenses the right to the use
and possession of the Suite to another party, then all amounts received from
such other party applicable to any remaining period of this Agreement shall be
applied first to the expense of relicensing and then to the reduction of any
obligations of Licensee to Owner under this Agreement. If the consideration
collected by Owner upon any such relicensing is not sufficient to pay the full
amount of all such obligations of Licensee, Licensee shall pay any such
deficiency upon demand.
The foregoing remedies of Owner shall not be to the exclusion of any
other right or remedy set forth herein or otherwise available to Owner in law or
in equity. Licensee shall be responsible for all attorney's fees and costs
incurred by Owner in the enforcement of this Agreement whether or not litigation
is actually commenced and including any appellate proceedings. Licensee hereby
waives trial by jury.
No waiver by Owner of any default or breach by Licensee of its
obligations hereunder shall be construed to be a waiver or release of any other
or subsequent default or breach by Licensee hereunder, and no failure or delay
by Owner in the exercise of any remedy provided for herein shall be construed to
constitute a forfeiture or waiver thereof or of any other right or remedy
available to Owner.
12. Strikes, Damage, Destruction, Etc.
-----------------------------------
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In the event of any damage to or destruction of the Suite or the
Stadium which renders the Suite or the Stadium unusable, then, Owner shall
attempt to relocate Licensee to another executive suite at the Stadium. However,
if Owner is unable to relocate Licensee to another executive suite at the
Stadium, then, the Suite Fee payable hereunder shall be abated during the period
of time that the Suite is unusable. Any such abatement of the Suite Fee shall be
computed annually by dividing the number of games and other events for which the
Suite was unusable by the total number of games and events in the Stadium during
the applicable year including the number of such scheduled games and events
which were canceled as a result of any such damage or destruction. Any such
abatement shall be offset against the next succeeding installment of the Suite
Fee payable by Licensee. If in the event of any damage to or destruction of the
Suite or the Stadium, Owner elects not to repair or restore same, this Agreement
shall terminate as of the date of such damage or destruction, and the entire
amount of the abatement shall be promptly paid to Licensee.
In the event of any strike or other labor disturbance which results in
the cancellation of any Miami Dolphins or Florida Marlins scheduled game at the
Stadium, or the cancellation of any other scheduled event at the Stadium, then,
the Owner shall return to Licensee, as Licensee's sole and exclusive remedy for
such termination or cancellation, the aggregate ticket price for admission to
any such canceled game(s) or event(s) purchased by Licensee for the Suite. In
the event that the Florida Marlins shall relocate and shall play its home games
at a ball park other than the Stadium, then, the Owner shall return to Licensee,
as Licensee's sole and exclusive remedy for such relocation, this aggregate
ticket price paid by Licensee for admission to the Suite for any Florida
Marlins' games which are not played at the Stadium.
13. Access by Owner.
----------------
Owner, its officers, agents, employees, and representatives shall be
entitled to have access to the Suite on such occasions and to such extent as
Owner, shall in its sole discretion, deem necessary or appropriate for the
proper performance of the duties and obligations required or contemplated to be
performed by Owner or to be observed by Licensee under this Agreement for the
compliance with the rules and regulations governing use of the Stadium. For such
purposes, Owner shall retain duplicate keys to the Suite and the cabinets in the
Suite, and Licensee shall not change the locks or place any additional
9
locks on, or otherwise restrict or impede Owner's access to, the Suite or the
cabinets therein.
14. Owner's Right to Relocate.
-------------------------
Owner expressly reserves the right after the execution and during the
term of this License Agreement, at its sole cost and expense, to remove the
Licensee from the Suite and relocate the Licensee to some other suite of Owner's
choosing of the same approximate size, if Owner determines that such relocation
is necessary in connection with any construction or renovation projects at the
Stadium. Licensee, by the execution of this License Agreement, acknowledges the
foregoing right of Owner, and no rights granted in this License Agreement to
Licensee shall be deemed to have been breached or interfered with by reason of
Owner's exercise of the right of relocation reserved in this Paragraph 14.
Licensee agrees that Owner's exercise of its election to remove and relocate
Licensee shall not terminate this License or release the Licensee, in whole or
in part, from Licensee's obligation to pay the Licensee Fees and perform the
covenants and agreements under this License Agreement for the full term of this
License.
15. Disclaimer of Liability.
-----------------------
Owner shall not be liable or responsible for any loss, damage, or
injury to any person or to any property of Licensee or Licensee's guests in or
upon the Suite or the Stadium, resulting from any cause whatsoever, including
but not limited to theft and vandalism, unless due to the willful misconduct of
Owner.
In addition, Licensee agrees to indemnify and hold Owner harmless from
and against any liability, losses, claims, demands, costs and expenses including
attorney's fees and litigation expenses arising out of any personal injury or
property damage occurring in or upon the Suite or the Stadium due to or
resulting from the breach by Licensee or Licensee's guests of any of the terms
and conditions of this Agreement or of any applicable laws, rules, regulations
or orders of any governmental agency having appropriate jurisdiction over the
Stadium, the Suite or over any actions or negligence of Licensee.
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16. Security Deposit.
-----------------
As security for the prompt and full payment of the Suite Fee and the
full and faithful performance by Licensee of each and every other obligation of
Licensee under this Agreement, Licensee has deposited with Owner the sum set
forth in Exhibit One as the "Security Deposit", the receipt of which is hereby
acknowledged by Owner. It is a condition of the Bank that is financing the
construction of the Stadium that Owner collect a security deposit and that such
deposit be held throughout the entire Term. Accordingly, the Security Deposit
shall remain with Owner throughout the Term of this Agreement and Licensee may
not apply such deposit to its obligations to pay annual Suite Fees. The
Security Deposit may be commingled by Owner with its independent funds, and may
be used by Owner for payment of any and all indebtedness incurred by Owner in
connection with the construction of the Stadium and the improvements located
thereon. No interest shall be paid to Licensee on the Security Deposit. If, at
any time during the term of this Agreement, any portion of the Suite Fee or any
other amount payable by Licensee to Owner pursuant to this Agreement is not
promptly paid when due, then Owner may, without waiving any other remedy which
it may have under this Agreement, appropriate and apply all or any portion of
the Security Deposit to the payment of such amount. Licensee shall, in such
event and upon written demand of Owner forthwith, remit to Owner an amount
sufficient to restore the Security Deposit to the original sum deposited, and
Licensee's failure to do so within five (5) business days after receipt of such
demand shall constitute a breach of this Agreement. If Licensee's right to the
use and possession of the Suite is terminated pursuant to Paragraph 11 above,
then Owner may, at its option, appropriate and apply the Security Deposit, or so
much thereof as may be necessary, to compensate Owner for any loss or damage
sustained or suffered by Owner due to Licensee's breach. Otherwise, the Security
Deposit shall be returned to Licensee at the expiration of the term of this
Agreement, or any renewal term, less any costs and expenses incurred by Owner in
restoring the Suite to the condition required hereunder.
17. Third Party Beneficiaries.
--------------------------
Owner has heretofore arranged financing for the construction of the
Stadium and the Suite with a financial institution (the "Bank"). Licensee
acknowledges that Owner has pledged and may in the future pledge its interests
in this Agreement to the Bank and that the Bank will be relying on, and
11
will be entitled to rely on, the commitments made by Licensee in this Agreement
and that the Bank shall have the rights of a third party beneficiary with
respect to this Agreement.
18. Miscellaneous.
-------------
(a) Upon the expiration of the term of this Agreement (or, if
applicable, upon the expiration of any renewal term pursuant to Licensee's
right of first refusal under Paragraph 9 hereof) or upon the earlier
termination of this Agreement, Licensee shall surrender possession of the
Suite to Owner in the condition in which it was originally delivered to
Licensee, except for normal wear and tear, and damage caused by casualty or
force beyond the control of Licensee or Licensee's guests.
(b) Licensee shall not sell, assign, sublease, pledge or otherwise
transfer or encumber this Agreement, or any of Licensee's rights and
obligations hereunder without the prior written consent of Owner and the
Bank, which consent may be withheld for any reason at Owner's sole
discretion. Any attempted sale, assignment, sublease, pledge, transfer or
encumbrance in contravention of the foregoing shall be null, void and of no
force or effect, and shall be deemed to be a breach of this Licensee
Agreement by Licensee. Any such breach by Licensee shall give rise to a
right by Owner to (i) prohibit admission to the Suite for any purchaser,
assignee, sublessee, pledgee or other transferee whom Owner has not
approved or provided its consent, and (ii) terminate this License Agreement
and following such termination by Owner, Licensee shall forfeit its right
to the Security Deposit. Licensee shall indemnify and hold harmless Owner
and shall remain fully liable for any property damage, personal injury or
death resulting from or arising in connection with any such sale,
assignment, pledge, transfer or encumbrance to which Owner has not
consented.
(c) It is understood that Owner has mortgaged, pledged, assigned or
otherwise encumbered the Suite, this Agreement and/or the Security Deposit
as security for financing improvements to be made to the suites or other
facilities operated by Owner in the Stadium or for other purposes of the
Owner, and that this Agreement and the rights and interests of Licensee
hereunder shall be subordinate thereto; provided that any such mortgagee,
pledgee, assignee or the holder of any
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such lien shall agree in writing to recognize this Agreement and the rights
and interests of Licensee hereunder in the event of foreclosure or
enforcement of said lien if Licensee is not then in default in the
performance of Licensee's obligations under this Agreement.
(d) All notices, demands and other communications between the parties
required or appropriate hereunder shall be in writing and deemed given if
mailed, postage prepaid, to the address set forth above for the Owner and
to the address set forth on Exhibit One for the Licensee, or to such other
address as may be designated by either party, from time to time, in
writing.
(e) This Agreement shall be construed and enforced in accordance with
the laws of the State of Florida.
(f) This Agreement, together with the Exhibits annexed hereto,
contains the entire agreement of the parties with respect to the matters
provided for herein, and shall supersede any written instrument or oral
agreement previously made or entered into by the parties hereto. The
following Exhibits are annexed hereto and made a part hereof:
(i) Exhibit One--Name and address of Licensee, Designation of
the Suite Fee, Payment Schedule, Security Deposit, Seating Capacity,
Number of Tickets to be issued for Miami Dolphins and Florida Marlins,
Fixtures, Furnishings, and Equipment of the Suite.
(ii) Exhibit Two--Diagram of the Stadium Showing the Location of
the Suite.
(g) This Agreement and all the terms and provisions hereof shall inure
to the benefit of and be binding upon the parties hereto, their respective
heirs, executors, administrators, personal representatives, successors and
permitted assigns. No amendment or modification to this Agreement shall be
effective unless the same is in writing and signed by both Owner and
Licensee and is consented to by the Bank.
[signatures on following page]
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IN WITNESS WHEREOF, this agreement shall become effective and binding
upon the parties when executed by both Licensee and Owner, as indicted below.
WITNESS AS TO OWNER: ROBBIE STADIUM CORPORATION, a
Florida corporation
____________________________ By:______________________________
Name:_________________________
Title:________________________
____________________________ Date:_________________________
WITNESS AS TO LICENSEE: LICENSEE:
By:/s/ Robert A. Brannon
____________________________ _____________________________
Name: Robert A. Brannon
________________________
Title: Vice President
________________________
____________________________
Date: 3/18/96
________________________
____________________________ By:_____________________________
Name:________________________
Title:_______________________
____________________________
Date:________________________
- - -----------------
*Each person or persons listed on Exhibit One as Licensee must sign the
Agreement. If the Licensee is a corporation or a partnership, the title of the
authorized signatory must be included.
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EXHIBIT ONE
NAME AND ADDRESS OF LICENSEE,
EXECUTIVE SUITE DESIGNATION,
DESIGNATION OF THE SUITE FEE,
PAYMENT SCHEDULE, SEATING
CAPACITY, SECURITY DEPOSIT, FIXTURES,
FURNISHINGS AND EQUIPMENT OF THE SUITE
1. Name, Address and Telephone Number of Licensee:
Extended Stay America, Inc.
George D. Johnson
500 E. Broward Boulevard, Suite 950
Fort Lauderdale, Florida 33394
2. Executive Suite Designation: Suite No.: 207B
3. The Suite Fee for the use and possession of the Suite by Licensee during
the initial year of the Term of the License Agreement shall be One Hundred and
Fifteen Thousand Dollars ($115,000.00). The entire Suite Fee for the initial
year shall be payable upon execution of this Agreement.
Thereafter, the Suite Fee shall be due and payable by Licensee not later
than March 1st, each year during the Term of this Agreement. The Suite Fee
includes an aggregate of several charges including a sum payable each year to
the Miami Dolphins for Miami Dolphins' season tickets provided to Licensee and a
sum payable each year to the Florida Marlins for Florida Marlins' season tickets
provided to Licensee.
4. Each year by February 1, the Suite Fee is subject to adjustment as
follows:
(a) If in any year the prices charged for Executive Suite tickets for
the Florida Marlins' or the Miami Dolphins' home games are increased from the
prices charged for such tickets during the preceding year, then the Suite Fee
may be increased by the aggregate amount of increased prices for that number of
seats representing the seating capacity
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of the Executive Suite.
(b) The Suite Fee may also be increased each year by an amount up
to five percent (5%) of the Suite Fee for the preceding Contract
Year based upon the percentage increase in the Consumer Price
Index for National Consumers (as published by the Bureau of
Labor Statistics of the U.S. Department of Labor) over the
preceding Contract Year.
5. Licensee has deposited with Owner the sum of Fifty Thousand Dollars
($50,000.00), which amount shall be held as the Security Deposit.
6. The Suite shall seat Sixteen (16) persons facing the playing field.
7. Licensee has designated Phyllis Korman and Anne Levisy as its
representatives authorized to make decisions and take certain actions for the
Licensee in connection with the Executive Suite, to order additional tickets and
to place orders for the purchase of catering items for the Executive Suite.
Licensee may change such representative by giving Owner written notice of its
intent to add, substitute or delete additional persons as representatives.
8. Licensee shall be entitled to Sixteen (16) season tickets to Miami
Dolphins pre-season and regular season football games played at the Stadium each
year during the term of the License Agreement.
9. Licensee shall be entitled to Eight (8) season tickets to Florida
Marlins regular season home baseball games played at the Stadium each year
during the term of the License Agreement. Licensee may purchase that number of
additional season tickets for the Florida Marlins regular season home games up
to seating capacity of the Suite.
10. The Suite will be furnished and include the following fixtures,
furnishings and equipment:
(a) upholstered chair seats facing the playing field;
(b) carpeted floor;
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(c) wall coverings;
(d) built-in cabinetry (including lockable liquor cabinet);
(e) sink with running cold water;
(f) ice-maker;
(g) counter-size refrigerator;
(h) color television;
(i) lounge-seats and table.
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[DIAGRAM OF STADIUM SHOWING LOCATION OF THE SUITE]