222-95 RDA
RESOLUTION NO. 222-95
A RESOLUTION OF THE CHAIRMAN AND MEMBERS OF THE
MIAMI BEACH REDEVELOPMENT AGENCY AUTHORIZING AND
DIRECTING THE CHAIRMAN AND SECRETARY TO EXECUTE THE
ATTACHED CONTRACT WITH POST SHELL CORPORATION FOR
THE REMOVAL OF CARPET, FURNITURE AND MISCELLANEOUS
ITEMS FROM THE ROYAL PALM HOTEL.
WHEREAS, the Miami Beach Redevelopment Agency (the "Agency") has
acquired the Royal Palm Hotel as the site for the proposed African-
American hotel; and
WHEREAS, the Agency Board previously authorized the removal and
storage of significant historical furnishings from the Royal Palm Hotel
for safe-keeping and re-use; and
WHEREAS, the Agency would like to remove remaining carpet, furniture
and miscellaneous items; and
WHEREAS, proposals were solicited from five companies to perform
such removal and three responded; and
WHEREAS, based upon a review of the submitted proposals, the Agency
Administration recommends that the work be awarded to the lowest bidder,
Post Shell Corporation; and
WHEREAS, the Agency Administration recommends that the attached
contract with Post Shell Corporation, in an amount not to exceed $25,525,
be executed by the Chairman and Secretary.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE CHAI~~ AND MEMBERS OF
THE MIAMI BEACH REDEVELOPMENT AGENCY that the Chairman and Secretary are
hereby authorized and directed to execute the attached contract with Post
Shell Corporation for the removal of carpet, furniture and miscellaneous
items from the Royal Palm Hotel. !
PASSED AND ADOPTED THIS 25th DAY OF
October
, 1995.
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I CHAIRMAN
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REDEVELOPMENT AGENCY
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Miami Beach
Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Telephone: (305) 673-7193
Fax: (305) 673-7772
REDEVELOPMENT AGENCY MEMORANDUM NO. 95-67
October 25, 1995
TO: Chairman and Members of the
Miami Beach Redevelopment Agency
SUBJECT: A RESOLUTION OF THE HAIRMAN AND MEMBERS OF THE MIAMI
BEACH REDEVELOPMENT AGENCY AUTHORIZING AND DIRECTING THE
CHAIRMAN AND SECRETARY TO EXECUTE THE ATTACHED CONTRACT
WITH POST SHELL CORPORATION IN AN AMOUNT NOT TO EXCEED
$25,525 FOR THE REMOVAL OF CARPET, FURNITURE AND
MISCELLANEOUS ITEMS FROM THE ROYAL PALM HOTEL.
FROM: Jose Garcia-Pedrosa
Executive Director
RECOMMENDATION:
It is recommended that the Agency Board authorize and direct the
Chairman and Secretary to execute the attached contract with Post
Shell Corporation, in an amount not to exceed $25,525, for the
removal of carpet, furniture and miscellaneous items from the Royal
Palm Hotel.
BACKGROUND:
The Agency acquired the Royal Palm Hotel earlier this year as the
site for the proposed African-American hotel. Further, the Agency
Board authorized the removal and storage of significant historical
furnishings from the Royal Palm Hotel for safekeeping and re-use.
That has been accomplished. Significant concern has been raised
regarding the remaining combustible materials in the building.
This contract is for the removal of carpet, furniture and
miscellaneous items for disposal.
S()UTIl V()I~r=
Vedevel()pment Ulstrict
CITI" Cr=~r=V
Vedevel()pment Uistrict
AGENDA ITEM 2-C
October 25, 1995
ANALYSIS:
Proposals were solicited from five companies to perform such
removal, and three responses were received:
1)
2)
3 )
DPC Construction
Crown Flooring and Construction
Post Shell Corporation
$44,000
$39,000
$23,275
Based upon a review of the submitted proposals, it is recommended
that the contract be awarded to the lowest bidder, Post Shell
Corporation. After bids were received, it was determined that all
remaining air conditioning units (not more than fifteen) should be
removed and the resulting openings be boarded up. Post Shell
Corporation agreed to this add-on at an additional cost of $150 per
AC unit ( 15 x $150 = $2,250). Therefore, the contract amount was
increased to an amount not to exceed $25,525.
The contractor has reviewed and agreed to follow these procedures.
Guidelines for the proper removal of the furnishings have been
developed by the Historic Preservation Coordinator to ensure that
no damage is done to the building, particularly its historically
significant architectural features.
The contractor will start this removal process immediately after
the receipt of an executed contract. The contractor estimates that
the work will require two weeks for completion.
CONCLUSION:
It is recommended that the Agency Board authorize and direct the
Chairman and Secretary to execute the attached contract with Post
Shell Corporation, in an amount not to exceed $25,525 for the
removal of carpet, furniture and miscellaneous items from the Royal
Palm Hotel.
Attachment
JGP:LMW
AGREEMENT BY AND BETWEEN
THE MIAMI 8EACH REDEVELOPMENT AGENCY
AND
POST SHELL CORPORATION
THIS AGREEMENT (the "Agreement") is dated as of the date that the last party
hereto signs this Agreement and is by and between THE MIAMI BEACH REDEVELOPMENT
AGENCY, a public body corporate and politic (the "Agency"), and POST SHELL
CORPORATION, 6370 Manor Lane, South Miami, Florida 33143, a Florida corporation ("Post
Shell").
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.
Post Shell shall perform, in a professional, diligent and competent manner,
those services specified in Exhibit "A", which exhibit is attached hereto and incorporated herein.
At all times, Post Shell shall perform these services to the satisfaction of the
Agency.
2. TERM.
The term of this Agreement shall run from the date of this Agreement until
the Agency and Post Shell have performed all oftheir obligations under this Agreement. However,
Post Shell shall complete performing all of its services under this Agreement no later than four (4)
weeks from the date of this Agreement.
3. COMPENSATION.
The total compensation to be paid by Agency to Post Shell pursuant to the
Agreement, including Post Shell's fees and all out-of-pocket expenses and other expenses of any
kind to be incurred, is $23,275.00, plus $150.00 for the removal of each air conditioning unit (not
to exceed 15), provided that the space that was occupied by the air conditioning unit is boarded up
after the removal of the air conditioning unit. Notwithstanding anything to the contrary, the total
compensation to be paid to Post Shell pursuant to the Agreement shall not exceed $25,525.00.
Agency will pay Post Shell $5,818.75 upon execution by both parties of this Agreement. Post Shell
will submit an invoice to the Agency following the performance by Post Shell of all of its services
under this Agreement. Agency will pay Post Shell the balance within thirty (30) days of receipt of
the invoice.
4. TERMINATION.
The Agency can, in its sole discretion, terminate this Agreement at any time.
In the event of such termination and provided that Post Shell has not defaulted under this Agreement,
the Agency will send a termination letter to Post Shell and Post Shell's compensation will be
prorated as of the date of the Agency's termination letter.
5. DEFAULTS.
Post Shell shall be in default of this Agreement if Post Shell fails to fulfill in
a timely manner or otherwise violates any of the provisions of this Agreement or if Post Shell is
placed either in voluntary or involuntary bankruptcy, becomes insolvent, changes its majority
ownership, or makes an assignment for the benefit of creditors. In the event of a default by Post
Shell, Agency can pursue all available legal and equitable remedies.
6. 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 court
and all appellate levels.
7. NO ASSIGNMENT.
Post Shell 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
Agency.
8. 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.
9. ENTIRE AGREEMENT.
This document embodies the entire Agreement and understanding between
the parties hereto, and there are no other agreements or understandings, oral or written, with
reference to the subject matter hereof that are not merged herein and superseded hereby.
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10. NO MODIFICATION.
No change in the terms of this Agreement shall be valid unless made in
writing and signed by both parties hereto.
11. GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the
laws of the State of Florida.
12. LIMITATION OF LIABILITY.
The Agency desires to enter into this Agreement only if in so doing the
Agency can place a limit on the Agency's liability for any cause of action for money damages due
to an alleged breach by the Agency of this Agreement, so that its liability for any such breach never
exceeds the sum of $25,525.00. Accordingly, and notwithstanding any other term or condition of
this Agreement, Post Shell and the Agency hereby agree that the Agency shall not be liable to Post
Shell for damages in an amount in excess of $25,525.00, which amount shall be reduced by the
amount actually paid by the Agency to Post Shell 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 Agency by this Agreement. Nothing contained in this Agreement is in any way intended
to be a waiver of the limitation placed upon the Agency's liability as set forth in Florida Statutes,
Section 768.28.
13. INDEPENDENT CONTRACTOR.
With regard to this Agreement, Post Shell is an independent contractor to and
not an agent of the Agency.
14. ARBITRATION.
Any controversy or claim arising out of or relating to this Agreement, or the
breach hereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules
of the American Arbitration Association (the "Rules"), and the arbitration award shall be final and
binding upon the parties hereto and subject to no appeal, except as provided in the Rules, and shall
deal with the question of the costs of arbitration and all matters related thereto. In that regard, the
parties shall mutually select one arbitrator, but to the extent the parties cannot agree upon the
arbitrator, then the American Arbitration Association shall appoint one. Judgment upon the award
rendered may be entered into any court having jurisdiction, or application may be made to such court
for an order of enforcement.
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15. 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.
16. NOTICES.
All notices or written communications under the terms of this Agreement shall
be sent to the following:
To Post Shell:
James R. Siegel, Vice President
Post Shell Corporation
6370 Manor Lane
South Miami, Florida 33143
To the Agency:
Jose Garcia-Pedrosa, Executive Director
Miami Beach Redevelopment Agency
1700 Convention Center Drive, 4th Floor
Miami Beach, Fl 33139
With a copy to:
Murray Dubbin, General Counsel
Miami Beach Redevelopment Agency
1700 Convention Center Drive, 4th Floor
Miami Beach, Fl 33139
17. ROYAL PALM HOTEL.
Post Shell acknowledges that the Royal Palm Hotel, 1545 Collins Avenue,
Miami Beach, Florida ("Royal Palm"), may be an unsafe and structurally unsound structure and may
contain environmentally hazardous materials. Post Shell acknowledges that the Agency has not
made any representations about the safety or environmental conditions of the Royal Palm. Post Shell
also acknowledges that it, and its employees, agents and independent contractors, are entering the
Royal Palm at their own risk.
However, if while Post Shell is performing the services under the Agreement,
it discovers any materials which it believes to be environmentally hazardous, Post Shell shall have
the right to stop work in the area in question until a determination is made that the materials are not
environmentally hazardous. Immediately upon stopping work, Post Shell shall notify the Agency.
In the event that Post Shell stops work permanently in an area or areas because the materials in such
area are determined to be environmentally hazardous, Post Shell's compensation, including all fees
and expenses, will be reduced proportionately.
4
18. INDEMNIFICATION.
Post Shell agrees to indemnify and hold harmless the Agency and its directors,
members, officers, employees and agents, from and against any and all actions, lawsuits, claims,
liabilities, damages, losses and expenses, in law or in equity, including, but not limited to, attorneys'
fees and costs at the trial court and all appellate levels, which may arise or be alleged to have arisen
in connection with Post Shell's performance of services pursuant to this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their appropriate officials.
MIAMI BEACH REDEVELOPMENT AGENCY
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POST SHELL CORPORATION
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FORM APPROVED
REDEVELOPMENT AGENCY
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EXHIBIT "A"
SCOPE OF SERVICES
1) Remove and discard all carpeting and padding contained in the
Royal Palm Hotel, 1545 Collins Avenue, Miami Beach, Florida
(the "Royal Palm") .
2) Remove and discard all furniture contained in the Royal Palm.
3) Remove and discard all air conditioning units (not to exceed
fifteen) contained in the Royal Palm and board up the space
that was occupied by each such air conditioning unit.
4) Post Shell must adhere to the following guidelines during the
removal process:
a) All furniture must be broken down into smaller units
that can be easily carried through the stairways without
causing damage to the Royal Palm.
b) The furniture must be lowered to the ground through
windows on the north wall to avoid damage to
architectural details of the Royal Palm.
c) Furniture must not be lowered to the ground through the
west windows, where they could damage the west facade
architectural elements.
d) Rolls of carpet must not be lowered through the west
windows.
e) Any items which are removed through the hotel lobby and
front porch areas must be handled with care so as not to
damage architectural features.
f)
No architectural elements of the
removed for the convenience of
padding or furniture.
Royal Palm are to be
removing carpeting,
5)
Post Shell must proceed with care and caution.
Shell is in doubt about removal procedures, Post
contact william Cary or Frank del Toro, City of
Historic Preservation, at 673-7550.
When Post
Shell must
Miami Beach