Item 10a attach
Item No. 10a_attach Date of Meeting March 5, 2009 ATTACHMENT For comparison Third Amendment to Management Fourth Amendment to Management Agreement purposes: Agreement Port of Seattle and Columbia Port of Seattle and Columbia Hospitality, Inc. Hospitality, Inc. Bell Harbor Bell Harbor International Conference Center International Conference Center, Dated June 4, 2008 Term Exercised five (5) year option extending No Change agreement to May 31, 2012 Premises The Bell Harbor International Conference No change Center including the Cruise Terminal Grand Concourse when not in use for cruise ship operations. Additionally Columbia Hospitality Inc. may utilize the following Extension Premises when not otherwise in use for cruise operations: cruise Terminal Waiting Area (aka The International Promenade), Cruise Terminal VIP Lounge, Pier 66 Apron and Elliott Hall. The Extension Premises shall also include the Pier 66 Roof Top Deck, Pier 66 Public Plaza. The Third Amendment provided for the The Maritime Event Center at Bell Harbor aka the Exhibit Space, aka the Odyssey Maritime Exhibit Space and ODMC will be included as part Discovery Center (ODMC) consisting of of BHICC's Exclusive Premises. approximately 32,847 rentable square feet to be included in the Extension Premises and CHI for use of the space for events. The use of this space by CHI expired December 31, 2008. Base 3% of gross revenues No change Management Fee 5% of gross revenues generated within the Expired December 31, 2008, no longer applicable. Exhibit Space. Expired December 31, 2008, no longer applicable. $1,000 per month paid as a Management Services Fee for CHI to operate the Exhibit Space. Incentive IMF calculated as a percentage of Net No Change Management Fee Operating Income after adjusting for (IMF) Common Area Expenses. The percentage amount paid to CHI quarterly is determined by the Gross Operating Profit Margin achieved. Operating CHI's expense associated with the cost of The position of Chief Operating Officer, currently Expenses compensation, benefits and payroll taxes of held by Bret Matteson, will be added as an all employees working full or part time at excluded CHI executive position. the Facility or while performing duties with respect to the Facility at CHI's office excluding CHI's executive personnel. 1 of 2 Common Area Expenses: in 2009 a flat fee A flat fee of four hundred seventy five thousand, of five hundred and seventeen thousand, one three hundred eighty three dollars ($475,383.00) hundred and ninety-one dollars and no cents for calendar year 2009, six hundred eighty eight ($517,191.00) is being charged as an thousand, eight hundred fifty one dollars operating expense (but which amount shall ($688,851.00) for calendar year 2010, seven not be payable to the Port) in equal monthly hundred twenty three thousand, two hundred amounts, as a fixed contribution toward the ninety four dollars ($723,294.00) for calendar year common area expenses attributable to the 2011, and three hundred fourteen thousand one Port's Central Waterfront Project at Pier 66, hundred eighty five dollars ($314,185.00) for the of which the Facilities are a part. The first five months calendar year 2012 (which amount set fourth shall be increased by five amount is not subject to further proration), which percent (5%) per year, adjusted on each amounts shall be chargeable as an Operating anniversary of the commencement date. Expense (but which amount shall not be payable to the Port) in equal monthly amounts, as a fixed contribution toward the common area expenses attributable to the Port's Central Waterfront Project 66, of which the Facilities are a part. Notwithstanding the foregoing, should CHI or the Port terminate the Lease prior to its natural expiration, the above referenced amounts shall be adjusted to reflect the removal of the Maritime Event Center from the Exclusive Premises. Annual Plan An Annual Plan will be developed by Columbia Hospitality, Inc. will submit a revised Columbia Hospitality, Inc. by August 1st of Annual Plan to include the Maritime Event Center each year and reviewed and approved by the at Bell Harbor space to the Port for review and Port approval. Renewal Option: Exercise one five (5) year option. CHI No further options exercised option to extend for the period June 2007 May 2012 Capital Reserve 3% of gross revenues 3% of gross revenues. Account: Due to short term of amendment, no funds for capital reserve will be assessed on revenue for events conducted exclusively in the Maritime Event Center at Bell Harbor space. It will be assessed on the total amounts for events conducted in both existing facility and the Maritime Event Center at Bell Harbor space. Termination in By either party upon thirty (30) days No change the Event of advance written notice Default Insurance: Combined Minimum Single Limit of No change $1,000,000 45 days' cancellation notice Assignment Not permitted without prior written consent No change or Sublease: from the Port Miscellaneous $50,000 to install new signage, re-carpet and repaint some areas within the Maritime Event Center at Bell Harbor space. Work to be done by Port. 2 of 2
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