Lease and development agreement



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PA LAW DEPT
RFP #38826


LEASE AND DEVELOPMENT AGREEMENT

between

THE PORT AUTHORITY OF NEW YORK
AND NEW JERSEY


and

[LESSEE]

TABLE OF CONTENTS

Page

ARTICLE 1. DEFINITIONS 5

ARTICLE 2. LETTING - LEASEHOLD ESTATE 15

ARTICLE 3. TERM OF LETTING AND PERMITTED USE 17

ARTICLE 4. RENTAL 19

ARTICLE 4A. SECURITY DEPOSIT 25

ARTICLE 5. CONSTRUCTION 28

ARTICLE 6. SERVICES AND UTILITIES 58

ARTICLE 7. LESSEE’S MOA OBLIGATIONS 65

ARTICLE 8. LESSEE’S OPERATIONS 67

ARTICLE 9. MAINTENANCE AND REPAIR 70

ARTICLE 10. INSURANCE 72

ARTICLE 11. CASUALTY 77

ARTICLE 12. INDEMNITY 80

ARTICLE 13. RIGHT TO PERFORM COVENANTS 82

ARTICLE 14. ASSIGNMENT, TRANSFER, MORTGAGE AND SUBLETTING 83

ARTICLE 14A. PERMITTED MORTGAGES 90

ARTICLE 15. LANDLORD’S PARTICIPATION IN PROCEEDS 101

ARTICLE 16. RIGHTS OF ENTRY 108

ARTICLE 17. TERMINATION 109

ARTICLE 18. SURRENDER 115

ARTICLE 19. CONDEMNATION 116

ARTICLE 19A. EFFECT OF BASIC LEASE 119

ARTICLE 20. COMPLIANCE WITH LAWS AND RULES AND REGULATIONS 120

ARTICLE 20A. JOINT PERIODIC CONDITION SURVEY 121

ARTICLE 20B. ENVIRONMENTAL OBLIGATIONS 125

ARTICLE 20C. STORAGE TANKS 138

ARTICLE 21. LABOR HARMONY, AFFIRMATIVE ACTION 142

ARTICLE 22. LESSEE’S REPRESENTATIONS 153

ARTICLE 23. PAYMENTS; RECORDKEEPING AND AUDITS 155

ARTICLE 24. NOTICES 158

ARTICLE 25. INTELLECTUAL PROPERTY RIGHTS; USE OF NAMES 159

ARTICLE 26. MISCELLANEOUS 161



ATTACHMENTS

Exhibit A Premises

Exhibit B MOA

Exhibit C Line-of-sight Height Limitations

Exhibit D Central Terminal Area

Exhibit E Hotel Management Agreement

Exhibit F Conceptual Drawings

Exhibit G Initial Environmental Report

Exhibit H Form of Memorandum of Lease

Exhibit O Lessee’s Ownership Structure

Schedule _ [Management Fees, etc.]

Schedule E Affirmative Action – Equal Opportunity – Minority Business Enterprises - Women-owned Business Enterprises Requirements

Schedule F Local Business Enterprises Commitment

Schedule G Airport Concession Disadvantaged Business Enterprise (ACDBE) Participation



LEASE AND DEVELOPMENT AGREEMENT

Parties

This LEASE AND DEVELOPMENT AGREEMENT is made as of the day of 2014, by and between THE PORT AUTHORITY OF NEW YORK AND NEW JERSEY (the “Port Authority”), a body corporate and politic created by Compact between the States of New York and New Jersey with the consent of the Congress of the United States of America and having its office at 225 Park Avenue South, 15th Floor, New York, New York 10003, whose representative is the Executive Director of the Port Authority, and [LESSEE] (the “Lessee”), a limited liability company organized and existing under the laws of Delaware and having an office and place of business at , whose representative is , its .



Recitals

1. The Port Authority is the ground lessee, pursuant to the Basic Lease, of the Airport, including the Premises.

2. The TWA Flight Center, designed in the late 1950’s by renowned architect Eero Saarinen and opened in 1962 as the Trans World Airlines air terminal, is situated in the Premises. The TWA Flight Center has been designated a New York City landmark and is listed on the National and New York State Registers of Historic Places.

3. Air terminal operations ceased at the TWA Flight Center in 2001. In 2004 the Port Authority, the New York State Historic Preservation Office (“SHPO”), the FAA and the Advisory Council on Historic Preservation entered into a Memorandum of Agreement (the “MOA”), a copy of which is attached as Exhibit B, setting forth various stipulations relating to the rehabilitation, restoration and adaptive reuse of the TWA Flight Center.

4. The MOA provides, inter alia, that final design plans for the restoration, rehabilitation and adaptive reuse of the TWA Flight Center are to be submitted to SHPO for comment, and that the Port Authority, in consultation with SHPO, is to assure that the TWA Flight Center is restored and rehabilitated by the “adaptive reuse developer” in accordance with the Secretary of Interior Standards for the Treatment of Historical Properties.

5. The Port Authority has issued Request for Proposals #38826 (the “RFP”), seeking proposals for a “creative and innovative hotel development” at the Premises that would respect and enhance the historic significance of the TWA Flight Center “as an international icon of visionary architecture”.

6. A development team affiliated with the Lessee responded to the RFP with a proposal (the “Lessee Team Proposal”) for the development at the Premises of a “[X Brand} Hotel”, an upscale hotel targeted to a diverse clientele, with food, beverage, meeting, event, spa, retail and cultural space, all managed and operated by . The Lessee Team Proposal contemplated the restoration of the public spaces, such as restaurants and lobby areas, to their original appearance and function, or as otherwise shown in the approved development plans, and [ ].

7. The Port Authority has already performed substantial rehabilitation and restoration work on the interior and exterior portions of the TWA Flight Center.

8. The Port Authority has engaged in an extensive program of modernization and redevelopment of the Airport, including the construction of new air terminals, reconfigured roadways and other major infrastructure improvements.

9. The Premises are located in the Central Terminal Area of the Airport, and Port Authority desires the redeveloped TWA Flight Center to provide upscale services and amenities consistent with the redeveloped Airport, to serve the users of the Airport and the surrounding community.

10. Based on the Lessee Team Proposal, which incorporates the requirements of the RFP, the Port Authority has selected the Lessee to redevelop and operate the Premises, and for that purpose the Parties desire to enter into this Agreement.

Terms of Agreement

In consideration of the covenants and mutual agreements herein contained, the Port Authority and the Lessee hereby covenant and agree as follows:


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