96-22207 RESO
RESOLUTION NO.
96-22207
A RESOLUTION OF THE MAYOR AND CITY COMMISSION
OF THE CITY OF MIAMI BEACH, FLORIDA
AUTHORIZING THE MAYOR AND CITY CLERK TO
EXECUTE THE AGREEMENT, ATTACHED HERETO AND
INCORPORATED HEREIN, BY AND BETWEEN THE CITY
OF MIAMI BEACH, THE MIAMI BEACH
REDEVELOPMENT AGENCY AND TISHMAN HOTEL
CORPORATION, PERTAINING TO PROJECT
MANAGEMENT SERVICES REGARDING THE
DEVELOPMENT AND CONSTRUCTION OF THE LOEWS
MIAMI BEACH HOTEL PROJECT AND THE 16TH STREET
PUBLIC PARKING GARAGE PROJECT.
WHEREAS, the City of Miami Beach (the "City"), the Miami Beach Redevelopment
Agency (the "RDA") and MB Redevelopment, Inc., an affiliate of Loews Hotels Holding
Corporation, have executed agreements pertaining to the development and construction of the Loews
Miami Beach Hotel project (the "Hotel") and the 16th Street public parking garage project (the
"Public Garage"); and
WHEREAS, construction has commenced with regard to the Hotel and will commence in
the near future concerning the Public Garage; and
WHEREAS, the combined development costs of these projects, not including land
acquisition, is over $120,000,000.00; and
V.':HER~AS, these construction projects are significant in terms of their cost, size, impact
on the local economy and other matters; and
WHEREAS, the City needs to take steps to ensure that development and construction are
proceeding consistent with the agreements, including, but not limited to, in accordance with the
agreed upon quality standards pertaining to the Hotel; and
WHEREAS, the City administration believes that it would be in the best interests of the City
to hire an experienced construction firm to represent the interests of the City in connection with the
development and construction of the Hotel and Public Garage; and
WHEREAS, the administration has negotiated the agreement, which is attached hereto and
incorporated herein, by and between the City, the RDA and Tishman Hotel Corporation
("Tishman"), for the provision by Tishman to the City and the RDA of project management services
in connection with the development and construction of the Hotel and Public Garage; and
WHEREAS, Tishman is a prominent and sophisticated corporation in the construction and
hospitality fields; and
WHEREAS, Tishman is well suited to serve as project manager on these projects because,
among other things, Tishman has significant knowledge concerning these projects due to its
representation of the City and the RDA for approximately the last two years in connection with,
among other things, the negotiation of detailed agreements, and the review of plans and
specifications concerning the Hotel and Public Garage.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA that:
1. The Mayor and City Clerk are authorized to execute the agreement, attached hereto
and incorporated herein, by and between the City, the RDA and Tishman Hotel Corporation,
pertaining to project management services regarding the development and construction of the Loews
Miami Beach Hotel project and the 16th Street public parking garage project.
2. This Resolution shall take effect immediately upon its adoption.
PASSED and AI)OPTED this 20th
November
,1996.
ATTEST:
Rob~ ~Mcb.
CLERK
rOHM APPROVED
LEGAL~
By IUI f4
Date J 6/ ~J "I/;.'
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2
CITY OF
MIAMI
BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139
::
COMMISSION MEMORANDUM NO. ~
TO:
Mayor Seymour Gelber and
Memben of the City Commission
DATE: November 20~ 1996
FROM:
Jose Garcia-Pedrosa
City Manager
SUBJECT:
A RESOLUTIO F THE MAYOR AND MEMBERS OF THE CITY
COMMISSION ORIZING THE MAYOR AND CITY CLERK TO
EXECUTE THE AGREEMENT, ATTACHED HERETO AND INCORPORATED
HEREIN, BY AND BETWEEN THE CITY OF MIAMI BEACH, THE
MIAMI BEACH REDEVELOPMENT AGENCY AND TISHMAN HOTEL
CORPORATION PERTAI:N:ING TO PROJECT MANAGEMENT SERVICES
REGARDING THE DEVELOPMENT AND CONSTROCTION OF THE LOEWS
MIAMI BEACH HOTEL PROJECT AND THE 16TH STREET PUBLIC
PARK:ING GARAGE PROJECT.
ADMINISTRATION RECOMMENDATION:
It is recommended that the City Commission and the Redevelopment
Agency approve the resolution.
BACKGROUND:
Pursuant to the executed contract agreements by and between the
City of Miami Beach, (the "City"), the Miami Beach Redevelopmen"t
Agency (the "RDA") and ME Redevelopment, lnc., an affiliate of"
Loews Hotels Holding Corporation, construction has commenced on
the Loews Miami Beach Hotel project and is expected to begin on the
16th Street public parking garage project by early next year.
The combined development costs of these projects, not including
land acquisition is over $120,000,000. Due to the magnitude and
importance of the projects, the City needs to take steps to ensure
that the development and construction of the projects proceed in
accordance with the terms of the agreements, including, but not
limited to, the agreed upon quality standards pertaining to the
Hotel.
AGENDA ITEM ~ 1 A..
DATE~
ANALYSIS
The City administration believes that it would be in the best
interests of the City to hire an experienced construction firm to
represent the interests of the City and RDA in connection with the
development and construction of the two projects. To this end,
the administration has negotiated the attached agreement between
the City, the RDA and Tishman Hotel Corporation ("Tishman "), for
Tishman to provide project management services, representing the
City and the RDA.
Tishman is well suited to serve in this capacity due to its
extensive background in the hospitality industry, as well as its
intimate knowledge concerning these specific projects, and its
representation of the City and the RDA for approximately the last
two years in connection with, among other things, the negotiation
of detailed agreements, and the review of plans and specifications
concerning the hotel and public garage.
A key success factor on the Loews transaction was the depth and
breadth of Tishman's technical expertise that could be tapped into
at any time. Tishman Construction is an internationally renowned
construction firm almost 100 years old which has built scores of
hotels and garages and, therefore, is fully prepared to handle any
contingency. There are many project management firms, but few with
comparable experience, and none with the project knowledge that
enables them to ef fecti vely deal wi th Loews, Lehrer, McGovern,
Bovis, Inc. (LMB) , and general contractors to reduce the risk of
unfavorable substitutions and changes and budget or schedule
overruns.
The fee paid to Tishman is different during the two phases of the
construction proj ect. During the period of both the Hotel and
Garage, the monthly fee will be $33,000. For the duration of the
project in which only the Hotel will be under construction, the
monthly fee will be $19,000.
The Administration anticipates that the total hotel and garage
construction phase will last twenty-two months. The current
schedule anticipates a sixteen month schedule for the garage with
an additional six months of Hotel construction only. The total fee
to be paid for this twenty-two month schedule is $642,000. There
will also be a provision in the agreement for additional services
at the option of the City and the RDA. The contract terms reached
with Tishman are well within industry standards and represent a
reduction from Tishman's typical fees and their original proposal.
The contract may be terminated by the City/RDA at its sole
discretion with a four (4) week notice.
CONCLUSION
The Administration recommends authorizing execution of the contract
with Tishman Hotel Corporation. Over the course of the past two
years, Tishman has built a track record of professionalism,
success, and integrity. Tishman has consistently been right on the
mark in flagging problems. They have deservedly earned the trust
of the City.
~
JGP/HM:kob
Attachments
RESOLUTION NO.
255-96
A RESOLUTION OF THE CHAIRMAN AND MEMBERS OF
THE MIAMI BEACH REDEVELOPMENT AGENCY
AUTHORIZING THE CHAIRMAN AND SECRETARY TO
EXECUTE THE AGREEMENT, ATTACHED HERETO AND
INCORPORATED HEREIN, BY AND BETWEEN THE CITY
OF MIAMI BEACH, THE MIAMI BEACH
REDEVELOPMENT AGENCY AND TISHMAN HOTEL
CORPORATION, PERTAINING TO PROJECT
MANAGEMENT SERVICES REGARDING THE
DEVELOPMENT AND CONSTRUCTION OF THE LOEWS
MIAMI BEACH HOTEL PROJECT AND THE 16TH STREET
PUBLIC PARKING GARAGE PROJECT.
WHEREAS, the City of Miami Beach (the "City"), the Miami Beach Redevelopment
Agency (the "RDA") and MB Redevelopment, Inc., an affiliate of Loews Hotels Holding
Corporation, have executed agreements pertaining to the development and construction of the Loews
Miami Beach Hotel project (the "Hotel") and the 16th Street public parking garage project (the
"Public Garage"); and
WHEREAS, construction has commenced with regard to the Hotel and will commence in
the near future concerning the Public Garage; and
WHEREAS, the combined development costs of these projects, not including land
acquisition, is over $120,000,000.00; and
\VHEREAS, these construction projects ur~ ::;igniticu.,t in terms of their cost, size, impact
on the local economy and other matters; and
WHEREAS, the RDA needs to take steps to ensure that development and construction are
proceeding consistent with the agreements, including, but not limited to, in accordance with the
agreed upon quality standards pertaining to the Hotel; and
WHEREAS, the RDA administration believes that it would be in the best interests of the
RDA to hire an experienced construction firm to represent the interests of the RDA in connection
with the development and construction of the Hotel and Public Garage; and
WHEREAS, the administration has negotiated the agreement, which is attached hereto and
incorporated herein, by and between the City, the RDA and Tishman Hotel Corporation
("Tishman"), for the provision by Tishman to the City and the RDA of project management services
in connection with the development and construction of the Hotel and Public Garage; and
WHEREAS, Tishman is a prominent and sophisticated corporation in the construction and
hospitality fields; and
WHEREAS, Tishman is well suited to serve as project manager on these projects because,
among other things, Tishman has significant knowledge concerning these projects due to its
representation of the City and the RDA for approximately the last two years in connection with,
among other things, the negotiation of detailed agreements, and the review of plans and
specifications concerning the Hotel and Public Garage.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE CHAIRMAN AND
MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY that:
1. The Chairman and Secretary are authorized to execute the agreement, attached hereto
and incorporated herein, by and between the City, the RDA and Tishman Hotel Corporation,
pertaining to project management services regarding the development and construction of the Loews
Miami Beach Hotel project and the 16th Street public parking garage project.
2. This Resolution shall take effect immediately upon its adoption.
PASSED and ADOPTED this 20th
November
, 1996.
ATTEST:
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FORM APPROVED
REDEVELOPMENT AGENCY
GENERAL COUNSEL
By /p/ ~
Date /cI/3d/:fC
2
.....~.." utQ4..."
R~evelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Telephone: (305) 613-1193
Fax: (305) 613-1112
;
REDEVELOPMENT AGENCY MEMORANDUM NO. 96 - 3 2
---=.:...
~
DATE: November 20, 1996
TO: Chairman and Members of the Board
of the Miami Beach Redevelopment Agency
FROM: Jose Garcia-Pedrosa
Executive Director
SUBJECT: A RESOLUTION OF T CHAIRMAN AND MEMBERS OF THE MIAMI
BEACH REDEVELOPMENT AGENCY AUTHORIZING THE CHAIRMAN AND
SECRETARY TO EXECUTE THE AGREEMENT, ATTACHED HERETO AND
INCORPORATED HEREIN, BY A!.ID BETWEEN THE CITY OF MIAMI
BEACH, THE MIAMI BEACH REDEVELOPMENT AGENCY AND TISBMAN
HOTEL CORPORATION PERTAINING TO PROJECT MANAGEMENT
SERVICES REGARDING THE DEVELOPMENT AND CONSTROCTJ:ON OF
THE LOEWS MIAMI BEACH HOTEL PROJECT AND THE 16TH STREET
POBLJ:C PARIaNG GARAGE PROJECT.
ADMINISTRATJ:ON RECOMMENDATION:
It is recommended that the City Commission and the Redevelopment
Agency approve the resolution.
BACKGROUND :
Pursuant to the executed contract agreements by and between the
City of Miami Beach, (the "City"), the Miami Beach Redevelopment
Agency (the "RDA") and ME Redevelopment, Inc., an affiliate of
Loews Hotels Holding Corporation, construction has commenced on
the Loews Miami Beach Hotel project and is expected to begin on the
16th Street public parking garage project by early next year.
The combined development costs of these projects, not including
land acquisition is over $120,000,000. Due to the magnitude and
importance of the projects, the RDA needs to take steps to ensure
that the development and construction of the projects proceed in
accordance with the terms of the agreements, including, but not
limited to, the agreed upon quality standards pertaining to the
Hotel.
S()UTJ-j V{)I~
Vedevel()pment I)lstrict
(:1>> Cr=~r=1)
Vedevel()pment UiUlict
AGElIDA I'l'El1 3-A
NOVEMBER 20, 1996
ANALYSIS
The RDA administration believes that it would be in the best
interests of the RDA to hire an experienced construction firm to
represent the interests of the RDA in connection with the
development and construction of the two projects. To this end,
the administration has negotiated the attached agreement between
the City, the RDA and Tishrnan Hotel Corporation ("Tishrnan"), for
Tishrnan to provide project management services, representing the
City and the RDA.
Tishrnan is well suited to serve in this capacity due to its
extensive background in the hospitality industry, as well as its
intimate knowledge concerning these specific projects, and its
representation of the City and the RDA for approximately the last
two years in connection with, among other things, the negotiation
of detailed agreements, and the review of plans and specifications
concerning the hotel and public garage.
A key success factor on the Loews transaction was the depth and
breadth of Tishrnan's technical expertise that could be tapped into
at any time. Tishrnan Construction is an internationally renowned
construction firm almost 100 years old which has built scores of
hotels and garages and, therefore, is fully prepared to handle any
contingency. There are many project management firms, but few with
comparable experience, and none with the project knowledge that
enables them to effectively deal with Loews, Lehrer, McGovern,
Bovis, Inc. (LMB), and general contractors to reduce the risk of
unfavorable substitutions and changes and budget or schedule
overruns.
The fee paid to Tishrnan is different during the two phases of the
construction project. During the period of both the Hotel and
Garage, the monthly fee will be $33,000. For the duration of the
project in which only the Hotel will be under construction, the
monthly fee will be $19,000.
The Administration anticipates that the total hotel and garage
construction phase will last twenty-two months. The current
schedule anticipates a sixteen month schedule for the garage with
an additional six months of Hotel construction only. The total fee
to be paid for this twenty-two month schedule is $642,000. There
will also be a provision in the agreement for additional services
at the option of the City and the RDA. The contract terms reached
with Tishrnan are well within industry standards and represent a
reduction from Tishrnan's typical fees and their original proposal.
The contract may be terminated by the City/RDA at its sole
discretion with a four (4) week notice.
CONCLUSION
The Administration recommends authorizing execution of the contract
with Tishman Hotel COrporation. Over the course of the past two
years, Tishman has built a track record of professionalism,
success, and integrity. Tishman has consistently been right on the
mark in flagging problems. They have deservedly earned the trust
of the City.
~
JGP/HM:kob
Attachments
AGREEMENT BY AND BETWEEN
THE MIAMI BEACH REDEVELOPMENT AGENCY;
THE CITY OF MIAMI BEACH, FLORIDA;
AND
TISHMAN HOTEL CORPORATION
THIS AGREEMENT (the "Agreement") is dated as of November 1, 1996 and is
by and between the MIAMI BEACH REDEVELOPMENT AGENCY (the "RDA"); the CITY
OF MIAMI BEACH, FLORIDA (the "City") (the RDA and the City collectively are referred to
herein as "RDAlCity"); and TISHMAN HOTEL CORPORATION, a Florida corporation
("Tishman").
IN EXCHANGE for the mutual promises set forth herein, and other good and
valuable consideration, the receipt and adequacy of which is hereby conclusively acknowledged, the
parties agree as follows:
1. SCOPE OF SERVICES.
Tishman shall perform, in a professional and diligent manner, on behalf and
for the benefit of the RDAlCity, the services described in Exhibit "A", which exhibit is attached
hereto and incorporated herein, as well as all other services reasonably inferable therefrom, provided,
however, that nothing in this Agreement is intended to impose on Tishman any responsibilities of
Loews Hotels Holding Corporation, its affiliates or consultants concerning the Hotel or Public
Garage. Those services shall be performed, as applicable, with regard to both (a) the Loews Miami
Beach Hotel project to be developed at or near 16th Street and Collins A venue in Miami Beach,
Florida (the "Hotel") and (b) that certain public parking garage project to be developed at or near
16th Street between Collins and Washington Avenues in Miami Beach, Florida (the "Public
Garage") (collectively, the Hotel and Public Garage are referred to herein as the "Project"). In the
performance of its services in connection with this Agreement, Tishman shall take into account the
anticipated construction of the African-American owned hotel immediately to the south of the Hotel,
so that the construction of the Hotel and Public Garage may be reasonably integrated with the
African-American hotel when built.
Tishman and the RDAlCity may negotiate in the future the engagement of
Tishman to serve as project manager in connection with the construction of the African-American
owned hotel immediately to the south of the Hotel.
2. TERM.
The term of this Agreement will begin on November 1, 1996. Unless this
Agreement is terminated sooner pursuant to the terms of this Agreement, Tishman will cease to
render services under this Agreement after it has performed all services required under this
Agreement.
3. COMPENSATION.
a. Phase I
For services it renders pursuant to Phase I (defmed below) of this Agreement,
Tishman shall be paid a monthly fee of Thirty Three Thousand Dollars ($33,000.00). "Phase I" is
defined as any period oftime during the term of this Agreement during which development and/or
construction work is being performed simultaneously on the Hotel and Public Garage.
b. Phase II
For services it renders pursuant to Phase II (defmed below) of this Agreement,
Tishman shall be paid a monthly fee of Nineteen Thousand Dollars ($19,000.00). "Phase II" is
defined as any period of time during the term of this Agreement during which development and/or
construction work on the Hotel is being performed but development and/or construction work on the
Public Garage is not being performed.
c. Expenses
Tishman shall be reimbursed on a monthly basis for all reasonable out-of-
pocket expenses related to the Project, upon presentation by Tishman to the RDAlCity of
documentation of such expenses, satisfactory to the RDAlCity. Out-of-pocket expenses which may
be reimbursed include, but are not limited to, telephone hook up at the site trailer (which shall be
provided by the RDAlCity); rental charges for word processing, telephone and facsimile equipment;
cost of office supplies; long distance and mobile phone calls; blueprinting; and all travel related
expenses, provided, however, that all travel related expenses shall be in accordance with the
RDAlCity's travel procedures.
d. Manner of Payment
The first of Tishman's monthly payments will be due within 7 days of
execution of this Agreement by all parties, and subsequent payments will be due on or about each
30 day anniversary thereafter.
2
e. Force Maieure
In the event ofa temporary stoppage of work concerning the Hotel and/or the
Public Garage, including, without limitation, a stoppage of work due to force majeure, the
RDAlCity, each in its sole discretion, will have the right to direct Tishman to stop rendering services
and, in such event, Tishman will stop rendering services concerning the Hotel and/or the Public
Garage, as directed by the RDAlCity. During such time in which Tishman is temporarily not
rendering services, no compensation will be due Tishman concerning the Hotel and/or Public
Garage, as applicable. The RDAlCity, each in its sole discretion, can request additional services
from Tishman, pursuant to Section 19, "Additional Services", of this Agreement.
4. TERMINATION.
The RDAlCity or Tishman can, each in its sole discretion, terminate this
Agreement at any time, with four (4) weeks written notice. In the event of such termination,
Tishman's fee will be prorated as of the date of the termination notice, plus four (4) weeks. This
Section 4 (Termination) shall not apply in the case in which the RDAlCity terminates this
Agreement because Tishman has defaulted under the terms of this Agreement.
5. DEFAULTS.
Tishman shall be in default of this Agreement if Tishman fails to fulfill in a
timely manner or otherwise violates any of the provisions of this Agreement or if Tishman is placed
either in voluntary or involuntary bankruptcy, becomes insolvent, changes its majority ownership
(except as provided in Section 9 "Assignment"), or makes an assignment for the benefit of creditors.
In the event of such default, the RDNCity shall be entitled to pursue all available legal and equitable
remedies.
6. CONFLICTS OF INTEREST.
Tishman agrees that neither it nor any entity which has "Common
Ownership" (as defined below) with Tishman will engage in any business relationship, enter into any
contract, or take or fail to take any action that would, in the sole discretion of the General Counsel
of the RDA and City Attorney, create a conflict of interest on the part of Tishman with regard to its
obligations under this Agreement. As used in this Agreement, an entity has "Common Ownership"
with Tishman if at least 10% of that entity is owned by an individual or entity which also owns at
least 10% of Tishman. If Tishman is uncertain as to whether its actions or inaction would cause a
conflict of interest, Tishman agrees to consult in advance with the General Counsel and City
Attorney who shall render an opinion subject to acceptance by the RDA Board/City Commission.
3
7. OWNERSHIP INTEREST.
Tishman agrees that neither it nor any entity which has Common Ownership
with Tishman will, for a period of nine (9) years from the date of this Agreement, obtain any
ownership interest in or enter into any contractual or other business relationship with respect to the
Project except on behalf of or as a consultant to the RDAlCity.
8. ATTORNEYS' FEES AND COSTS.
In the event of any arbitration and/or litigation arising out of this Agreement,
the losing party shall pay the prevailing party's reasonable attorneys' fees and costs, at the trial and
all appellate levels.
9. ASSIGNMENT.
Except as provided in this Section 9 "Assignment", Tishman shall not assign,
transfer or sub-contract this Agreement, any portion of this Agreement, or any work under this
Agreement without the prior written consent of the RDAlCity. Tishman shall have the right to
assign this Agreement to:
(a) any affiliate ("Affiliate") of Tishman who has the same parent as Tishman; or
(b) any entity ("Entity") in which Tishman's parent directly or indirectly owns stock,
partnership or other equity interests and to which all or substantially all of the
development, construction and hotel consulting and/or management agreements to
which Tishman is a party are assigned or otherwise transferred,
provided that, with regard to (a) and (b) above, (i) officers of Tishman participate actively in the
senior management of the day-to-day business of the Affiliate or Entity, and (ii) the Affiliate or
Entity possesses at least the same construction, hotel, development and financial consulting
capabilities as Tishman currently has.
10. PERMITTED ASSIGNEES.
This Agreement is binding upon and inures to the benefit of permitted
assignees, consistent with Section 9 "Assignment" above.
11. EXCLUSIVE ARBITRATION AND/OR LITIGATION VENUE.
The exclusive venue for any arbitration and/or litigation between the parties,
arising out of or in connection with this Agreement, shall be Dade County, Florida.
4
12. ENTIRE AGREEMENT.
Except for that certain agreement dated as of May 15, 1996 by and between
the RDA, the City and Tishman concerning an African-American owned hotel project and a public
parking garage project, this document embodies the entire Agreement and understanding between
the parties hereto, and there are no other agreements or understandings, oral or written, that are not
merged herein and superseded hereby. The parties to this Agreement hereby confirm that certain
agreement by and between the RDA, the City, and Tishman, dated as of May 15, 1996, concerning
pre-construction matters relating to the Loews Hotels Holding Corporation Miami Beach Hotel
project and a public parking garage project has terminated.
13. NO MODIFICATION.
No change in the terms of this Agreement shall be valid unless made in
writing, signed by both parties hereto, and approved by the RDAlCity Board.
14. GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the
laws of the State of Florida.
15. LIMITATION OF LIABILITY.
The RDA/City desires to enter into this Agreement only if in so doing the
RDAlCity can place a limit on the RDAlCity's liability for any cause of action for money damages
due to an alleged breach by the RDA and/or the City of this Agreement, so that their liability for any
such breach never exceeds the sum of Six Hundred Forty Two Thousand Dollars ($642,000.00).
Accordingly, and notwithstanding any other term or condition of this Agreement, except as set forth
in Section 16 (Exception to Limitation of Liability), Tishman and the RDAlCity hereby agree that
neither the RDA nor the City shall be liable to Tishman for damages in an amount in excess of Six
Hundred Forty Two Thousand Dollars ($642,000.00), which amount shall be reduced by the amount
actually paid by the RDAlCity to Tishman pursuant to this Agreement, for any action or claim for
breach of contract arising out of the performance or non-performance of any obligations imposed
upon the RDA and/or the City by this Agreement.
16. EXCEPTION TO LIMITATION OF LIABILITY.
Section 15 (Limitation of Liability) and Section 17 (Statutory Limitation of
Liability) shall not apply where Tishman seeks indemnification from the RDA/City and all of the
following criteria are present: (a) Tishman seeks indemnification from the RDAlCity for losses
suffered by Tishman as a result of a lawsuit filed by a third party against Tishman relating to the
Project, (b) Tishman acted at the direction of the RDAlCity, (c) Tishman was not negligent or
grossly negligent, and (d) Tishman did not perform with willful misconduct.
5
17. STATUTORY LIMITATION OF LIABILITY.
Nothing contained in this Agreement is in any way intended to be a waiver
of the limitation placed upon the RDA and/or the City's liability as set forth in Florida Statutes,
Section 768.28.
18. HEADINGS.
The headings in this Agreement are only for convenience, are not a
substantive part of this Agreement and shall not affect the meaning of any provision of this
Agreement.
19. ADDITIONAL SERVICES.
Tishman shall provide to the City and/or RDA, but only at the written request
of the City or RDA, each in its sole discretion, additional services (defined below) regarding
development, construction, hospitality, financial or other matters concerning the Project.
"Additional services" are defined as those services that are not encompassed in (a) Exhibit "A",
attached hereto and incorporated herein, including, without limitation, services performed in
connection with arbitration and/or litigation and services to be performed in connection with a
casualty, or (b) that certain agreement, dated as of May 15, 1996, by and between the City, the
RDA and Tishman concerning an African-American owned hotel project and a public parking garage
project. For such additional services, Tishman shall be paid at the standard hourly rate of the
respective Tishman employee, multiplied by 2.4.
20. INSURANCE AND INDEMNIFICATION.
The RDA/City shall insert a clause in each agreement with the general contractor and
each subcontractor concerning the Public Garage, which requires the general contractor or the
subcontractor, as applicable, to (a) name Tishman as an additional insured under all insurance
policies relating to the Public Garage and (b) defend, indemnify and hold Tishman harmless from
all claims, demands, actions, suits and costs of any nature (including attorneys' fees and
disbursements) arising out of the general contractor's or subcontractor's involvement in the work
concerning the Public Garage.
The remainder of this page intentionally left blank.
6
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their appropriate officials, as of the date first entered above.
FOR REDEVELOPMENT AGENCY: REDEVELOPMENT AGENCY
By:
J26~+ pcw.tR
Robert Parcher, Secretary
By:
elber, Chairman
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
ATTEST:
Date:
12/3/ c; 0
,
Date: I zj 3\ C[ 1..0
CITY OF MIAMI BEACH~
, GenetC' Counw;
fl-J-O :%
Dote
FOR CITY OF MIAMI BEACH:
By:
_o~ }-~~
Robert Parcher, City Clerk
12-/3/1 b
,
By:
APPROVED AS TO
& I.ANGUAGf
& FOR EXECunoN
ATTEST:
FOR TISHMAN:
Date: I
~K~&' II~
TISHMAN HOTEL CORPORATION ~ ~ Oat
Date:
ATTEST:
By: ~ z~~
Secret
By:
/ ('/
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7
EXHIBIT A
PROJECT MANAGEMENT
DESCRIPTION OF SERVICES
The fallowing seJVices relate to both the Hotel and the Public Garage. However. as applied to the
Public Garage, the following services are based upon the premise of a single lump sum contract being
awarded to a single general contractor on a non-fast track basis, with the exception of demolition
work.
PRECONSTRUcnON PHASE
During the Preconstruction phase, the goal of the Project Manager is to assist the Owner in the design
development process throughout conceptual. schematic and working drawing production. By means
of continuous interaction with the Owner and the Architect, constructive input is provided through
design and systems review. value engineering. estimating, budgeting and scheduling.
The scope of services to be provided during the Preconstruction phase includes the following:
A Plan Review. Value Enszineering and Budgeting
(I) Review plans and specifications developed by the ArchitecturaJ/Engineering teams
and advise on practical alternates that may service time and/or money. This
continuous activity is performed by Tishman' sin-house sta:tr of Architectural,
Structural, Mechani~ Electrical, and COnstruction specialists throughout the
development of the design drawings and specifications. These reviews generally
include:
(a) The analysis ofsystcms (mcluding components). materials, and equipment to
take advantage of current conditions in the construction market.
(b) Preparation of budgetS of systems, assemblies, equipment and materials.
(c) Where appropriate, development of bidding alternates on materials,
constniction techniques, fabrication and instaIIation methods.
(2) Review design for adaptability to staged construction, and early commitment for
purchase and fabrication of long-lead items.
(3) Review of design with respect to new and innovative developments which may
produce savings in time and/or money while maintaining or improving quality.
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labor-saving off-site fabrication and pre-assembly of building systems.
(5) Investigat~ analyze and advise Owner of existing and projected labor availability in
key trades and review design to minimize allocation of work to less readily available
trades.
(6) Advise Owner of projected starts and current pricing throughout the local area.
(7) Review the specifications for conformance with current trade practices and
appropriate allocation of equipment purchases and work assignments.
(8) Review that alternate systems, componen~ materials and techniques are fully
identified and specified so as to permit proper bidder response.
(9) Upon completion offinal plans and specifications, review same for completeness and
feasibility and ease of coordinated construction and coordinate all project related
permitting.
(10) Confirm the Project's budget by developing with our own in-house estimating staff
a detailed independent cost review utilizing current market experience, current
subcontract cost and labor availability data, necessity for overtime, and forecasts of
escalation and contraction expiration and their effect through scheduled completion
of constrUction.
B. Pr~iect Planning
. Develop and utilize a project implementation plan to analyze requirements which may impact
the Project cost prior to bidding. Detail all such conditions in the bidding documentS before
the actual work commences in the field.
C. Prolect Schedulini!
(1) Develop bar chart and milestone schedules which will highlight critical Owner's
decisions. identify long-lead items, and provide for their advance procurement.
(2) Identify requirements for off-hours work, overtime work programs, and shutdowns
so that such requirements may be addressed in the bid documentS.
(3) Identify opportunities for "fast-tracking"/acceIerating the overall Project schedule and
evaluate costs and benefits of such strategies.
D. Bidding,
(1) Advise on jurisdictional assignments, labor agreement obligations, trade restrictions
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and local work practices.
(2) Review independent purchase bid packages on early purchase items. Confirm
inclusion in major trade installation packages all requirements for special receipt,
handling, and installation of materials and equipment to be furnished by others.
(3) Review complete list of bid packages for all materials and work, coordinated to
provide full assignment and responsibility for the work..
(4) Review and advise on bid format and instructions for each trade for proper response
to B~ Bids as well as specific alternate bids and competitive unit price.
E. Program Bidders List and Assist in Promotin~ Bidder Interest
(1) Confirm the availability, reputation and capacity for reliable performance, bondability
and such other data for the inclusion of Contractors on the Bid List.
(2) Panicipate in the interview of qualified contractors to induce and confirm their
interest in the bidding for effective competition.
(3) Review the recommended Bidders List for each major element of the work for
Owner's approval.
(4) Assist in the response to questions raised during bid period, including required pre-bid
conferences.
F. Bid Evaluation
(1) Evaluate Base Bids, Alternate Proposals. Unit Prices, and such other data as may be
pertinent.
(2) Review all cost proposals in relation to known local and current market for similar
work. TISbman's extensive in-house cost data and recent buyout information will be
utilized.
(3) Participate in meetings with bidders to discuss and understand their bids and proposed
approach so that they fit within the coordinated construction schedule. These
meetings will cover Project logistics, manpower and sequence of operation.
(4) Make a complete independent evaluation for Owner of the bids and post-bid
di.sc:ussions, contractor selection, alternates to be accepted, unit prices to be included,
and make other recommendations as may be appropriate.
CONSTRUcnON PHASE
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The construction phase jovoNemen1 of the Project Manager consists of a presence on-site to
represent the Owner in all marters reIaring to the constrUction of the Project.
Specific activities to be provided are as follows:
(I) Provide an experienced field sWfresponsible for day-to-daY administration of the
Project.
(2) Review and verify General Contra<:lor's constroction cost estimates and aid in the
devdopment ofunit prices to be included in both base building and tenant fit-up work.
(3) Advise the Owner with respect to constrUClion cost deviations ttOOl. base line budgets.
(4) ]l.eview all Geneial Contractor change orderS to ... if sucb change orders and the
charges in connection therewith are appropriate.
(5) Review as appropriate all General Contra<:lor's applications to Owner for progress
paymentS and final payment and make recommendations to the Owner with respect
to payment thereof:
(6) Review and advise Owner with respect to trade payment breakdowns.
(7) Review and advise Owner on Cost apporti()llllleDt between Owner and Owner's
tenants on base building 'Work and building standard fit-up work.
(8) Review as appropriate, General Contra<:lor's progress schedules and advise Owner
with respect thereto and the impact of such schedules on Owner's other scheduled
activities or requirements.
(9) Review and advise Owner with respect to General Contractor's procedures for the
receipt. processing, approval and retUrn of shop drawings, catalogs and samples.
(10) Monitor regulatory inspections and tbe adequacy of the General Contractor's
personne1 and equipment and the availability of necessary materials and supplies and
adW;e Owner of such action as may be necessary to maintain the progress schedule.
(11) Notify Owner or other quality contrOl consu\tantS of any work whicb is believed not
to be in compliance with the plans and other contract dOCUIIlents.
(12) Attend job meetings with General Contractor, Owner, Architect and others as
nc::cessarY to coordinate work and resolve conflicts and provide r~oru as appropriate
with neces~ry conunents on the iterils covered in the meetings.
(13) Recomtnend and, upon Owner's approval, main on bebaif of Owner such special
P8ge 4
consultants or inspectors as may be needed.
(14) Upon Owner's request, represent Owner in resolving conflicts or disputes with
General Contractor and suppliers.
POST CONSTRUCTION PHASE
Project Close-out
(1) Flle any notices of completion, certificates of occupancy. and acceptances.
(2) Oversee turnover of systems, waivers. guarantees and warranties, and as-built
drawings. Ensure training is performed.
(3) Make recommendations for fiBal payment when all puncblists are complete, proper
documentation is turned over, and final waiver of lien is signed.
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