226-95 RDA
RESOLUTION NO.
226-95
A RESOLUTION OF THE CHAIRMAN AND MEMBERS OF THE
MIAMI BEACH REDEVELOPMENT AGENCY AUTHORIZING
AND DIRECTING THE CHAIRMAN AND SECRETARY TO
EXECUTE THE ATTACHED AGREEMENT BY AND BETWEEN
THE MIAMI BEACH REDEVELOPMENT AGENCY AND ST.
MORITZ HOTEL CORPORATION RELATING TO A PUBLIC
PARKING GARAGE TO BE DEVELOPED AT OR NEAR 16TH
STREET BETWEEN COLLINS AND WASHINGTON A VENUES.
WHEREAS, St. Moritz Hotel Corporation ("SMHC"), an entity affiliated with
Loews Corporation, was the successful bidder in response to the Convention Center Hotel
Request for Proposals; and
WHEREAS, in connection with SMHC's bid, the Miami Beach Redevelopment
Agency ("RDA"), the City of Miami Beach ("City") and SMHC currently are involved in
negotiations regarding the development of an 800 room Loews Miami Beach hotel in the
area at and near 16th Street east of Collins Avenue and the development of a public parking
garage to be owned by the RDA at or near 16th Street between Collins and Washington
Avenues; and
WHEREAS, the RDA would now like SMHC to begin the development of the
parking garage, but only with regard to the architectural and engineering work; and
WHEREAS, SMHC already has performed some of that work; and
WHEREAS, the Executive Director of the RDA and SMHC would like to have the
attached agreement executed so that SMHC can proceed with the development of the
parking garage, but only with regard to architectural and engineering work.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE CHAIRMAN AND
MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY that:
1. The Chairman and Secretary are hereby authorized and directed to execute
the attached agreement by and between the Miami Beach Redevelopment Agency and St.
Moritz Hotel Corporation regarding a public parking garage.
2. This resolution shall become
PASSED AND ADOPTED this
FORM APPROVED
REDEVELOPMENT AGENCY
GENERAL COUNSEL.
1L "
r :'" / i/I
By. '/~.'. .'
/1' /
Date I I .,~, [r:
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- 71
November 21, 1995
TO:
Chairman and Members of the
Miami Beach Redevelopment Agency
FROM:
Jose GarCia-pedrOSJ!
Executive Director
A RESOLUTION OF T CHAIRMAN AND MEMBERS OF THE MIAMI
BEACH REDEVELOPMENT AGENCY AUTHORIZING AND DIRECTING THE
CHAIRMAN AND SECRETARY TO EXECUTE THE ATTACHED AGREEMENT
BY AND BETWEEN THE MIAMI BEACH REDEVELOPMENT AGENCY AND
ST. MORITZ HOTEL CORPORATION RELATING TO A PUBLIC PARKING
GARAGE TO BE DEVELOPED AT OR NEAR 16th STREET BETWEEN
COLLINS AND WASHINGTON AVENUES.
SUBJECT:
RECOMMENDATION:
Approve the Resolution.
BACKGROUND:
The Letter of Intent (LOI) with St. Moritz Hotel Corporation
specifies the development of an 800-car public parking garage
across Collins Avenue from the hotel.
The Agency Board has previously authorized the acquisition of
properties for the parking garage. This action will begin the
process of the development of the garage, with regard to
architectural and engineering work.
S()I.JTI-j f)()I~
l?edevelvpment I)istnet
CIIT Cr:~Tr:l?
l?edevelvpment UistJiet
AGENDA ITEM 2-B
November 21, 1995
ANALYSIS:
The LOI authorized the St. Moritz Hotel Corporation to prepare the
design. They have already begun the process and plans have been
filed with the City for the garage. A detailed budget for said
design work has been prepared. The Agreement would provide for
reimbursement of actual costs, not to exceed $600,000, as
submitted to the City and verified by the City's project staff.
CONCLUSION:
It is recommended that
resolution appropriating
$600,000 for the design
garage at the west side of
right-of-way.
the Agency Board adopt the attached
funding In an amount not to exceed
expenditures for the proposed parking
Collins Avenue, south of the 16th Street
JGP,HSM,lmw i
11/~1/95 TUE 16:24 FAX 3053718759
HUGHES HUBBARD & REED
~003
AGREEMENT BY AND BETWEEN
THE :MIAMI BEACH REDEVELOPMENT AGENCY
AND
ST. MORITZ HOTEL CORPORATION
THIS AGREEMENT (the "Agreement") is dated as of November 21,
1995 and is by and between THE MIAMI BEACH REDEVELOPMENT AGENCY,
a public body corporate and politic (the "Agency"), and ST.
MORITZ HOTEL CORPORATION, a Florida corporation (IISMHC").
RECITALS
WHEREAS, SMHC entered into a Letter of Intent with the
Agency with respect to a Miami Beach Convention Center Hotel (the
"Letter of Intent"); and
WHEREAS, in connection with the Letter of Intent, the
Agency, the City of Miami Beach ("City") and SMHC currently are
involved in negotiations regarding the development of an
approximately 800 room Loews Miami Beach Hotel at and near 16th
Street east of Collins Avenue (the "Hotel II ) and the development
of a public parking garage to be owned by the Agency at or near
16th Street between Collins and Washington Avenues (the
"Garage"); and
WHEREAS, the Agency desires to retain SMHC to
development of the Garage, but only with regard to
connection with the architectural and engineering phase,
desires to perform such work for the Agency.
perform
work in
and SMIlC
NOW, THEREFORE, in
forth herein, and other
receipt and adequacy
acknowledged, the parties
exchange for the mutual promises set
good and valuable consideration, the
of which is hereby conclusively
agree as follows:
1. A'RO~ RE(,T'1'~T..~.
The above recitals are true and correct and are
incorporated as a part of this Agreement.
2. ~~OPE OF ~F.RVI(,P.~.
SMHC shall perform or its consultants, agents, and
employees shall perform on SMHC's behalf, in a professional
manner and in the manner called for in the Letter of Intent,
those services specified in Exhibit "A," which exhibit is
attached hereto and incorporated herein. The services listed on
Exhibit "A" will be performed only by the person or entity as
listed on Exhibit "A" . If the person or entity to perform
11/21/95 TUE 16:24 FAX 3053718759
HUGHES HUBBARD & REED
~004
services is not set forth on Exhibit "A", then the selection of
such person or entity in the future shall be subject to the prior
written reasonable approval of the Agency.
SMHC has already performed the work listed on
Exhibit "B", which is attached hereto and incorporated herein.
SMHC certifies that the services described in Exhibit liB" have
been performed in a professional manner and in the manner called
for in the Letter of Intent. Collectively, the services to be
performed described on Exhibit "A" and the services which have
been performed described on Exhibit "B" are together referred to
herein as the "Services".
Anyone performing or who has performed the Services or any
portion of the Services for SMHC shall agree to perform for the
Agency.
3. TERM.
The term of this Agreement shall begin on the date of
this Agreement and shall end simultaneously upon the execution of
a development agreement pertaining to the Garage by and between
the Agency and SMHC, or an affiliate.
4. ~OMPRNR~TION.
The total compensation to be paid by Agency to SMHC for
the performance of all the Services, including all fees and all
out -of -pocket expenses and other expenses of any kind to be
incurred, will not exceed $600,000. In reliance on such
compensation, SMHC will be entering or has entered into contracts
with third parties for the Services.
SMHC will be paid as follows: Within seven (7) days of
submission of an invoice by SMHC to the Agency, the Agency will
pay SMHC the amount due for services rendered and expenses
incurred for the work listed on Exhibit "B".
SMHC will submit an invoice to the Agency for services
rendered and expenses incurred for work listed on Exhibit "A"
thirty (30) days after the date of this Agreement and on or about
each 30 day anniversary thereafter, or on the last business day
of the end of the term of this Agreement. Agency will pay SMHC
the amount of each such invoice within thirty (30) days after
receipt of the invoice.
In order for SMHC to consider an invoice for payment,
SMHC must submit to the Agency with each invoice a partial (or
final where applicable) waiver of mechanic I s lien in form and
content satisfactory to the Agency, executed by SMHC and all
persons and entities who performed the services being billed in
the invoice, for all amounts covered by the invoice.
- 2 -
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11/21/95 11ffi 16:25 FAX 3053718759
HUGHES HUBBARD & REED
141 005
5. DE1<'~UTr'1',c:.
A party shall be in default of this Agreement if the
party fails to fulfill its monetary obligations under this
Agreement in a timely manner or otherwise violates any of the
non-monetary provisions of this Agreement within ten (10) days of
receipt of notice or if the party is placed either in voluntary
or involuntary bankruptcy, becomes insolvent, or makes an
assignment for the benefit of creditors. In the event of a
default, the non-defaulting party can pursue all available legal
and equitable remedies.
6. AT'1'ORNF.Y~' 1<'F.F.~ ANn CO,c:'1'~.
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 A.c:.c:TGNMF.NT.
Neither party shall assign or transfer this Agreement
or any portion of this Agreement without the prior written
consent of the other party.
8. F.XCT.TT~TVE AJ?iHTRA'1'TON' ANn/OR T.TTTGA'1'TON VF.NLm.
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. NO MonTPICA'1'TON,
No change in the terms of this Agreement shall be valid
unless made in writing and signed by both parties hereto.
10 . GOVF.'RNING T lAW.
This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida, without
reference to any principles of conflict of law.
11. T.IMITATION' OF T,nUHI,T'T'Y.
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
$600,000.00. Accordingly, and notwithstanding any other term or
condition of this Agreement, SMHC and the Agency hereby agree
that the Agency shall not be liable to SMHC for damages in an
amount in excess of $600,000.00, which amount shall be reduced by
- 3 -
W6-MI953240.001
11/21/95 TUE 16:25 FAX 3053718759
HUGHES HUBBARD & REED
III 006
the amount actually paid by the Agency to SMHC 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.
12. TNnF.~F.NDR~ CONT~~CTOF.
with regard to this Agreement, SMHC is an independent
contractor to and not an agent of the Agency.
13. HR~nTN~~.
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.
14. NO'T'TCES,
All notices or written communications under the terms
of this Agreement shall be sent to the following:
To SMHC:
Eric Nesse
c/o Codina Development
Two Alhambra Plaza
Penthouse II
Coral Gables, Florida 33134
with a copy to:
To the Agency:
St. Moritz Hotel Corporation
c/o Loews Corporation
667 Madison Avenue
New York, New York 10021
Attn: Corporate Secretary
Jose Garcia-Pedrosa
Executive Director
Miami Beach Redevelopment Agency
1700 Convention Center Drive
4th Floor
Miami Beach, Florida 33139
With a copy to:
Murray Dubbin
General Counsel
Miami Beach Redevelopment Agency
1700 Convention Center Drive
4th Floor
Miami Beach, Florida 33139
- 4 -
W6-MISlS3240.001
11/21/95 TUE 16:26 FAX 3053718759
HUGHES HUBBARD & REED
I4J 007
15. NO WATVRR.
The execution of this Agreement and any actions taken
in connection with this Agreement shall not constitute either
party's agreement with, consent to or approval of any other
agreement, documents, issues or matters relating to th~ Hotel,
the Garage or otherwise. Moreover, neither the execution of this
Agreement nor any actions taken in connection with this Agreement
shall constitute a waiver or relinquishment of any rights of
either party, except as provided in this Agreement. Both parties
acknowledge that the rights set forth in the Letter of Intent are
not waived.
16. NO ~CCEPTANCF. OF PFOPO~~L.
For purposes of Florida Statute Section 163.380(3), the
execution of this Agreement and any actions taken pursuant to
this Agreement do not and will not constitute acceptance of or an
intention to accept SMHC's proposal or bid.
17. F.~IRE AG~F.F.MENT.
This Agreement represents the entire and integrated
agreement between the Agency and SMHC relating to the Services,
except for the Letter of Intent. This Agreement supersedes any
and all prior agreements, if any, between the Agency and SMHC
relative to the Services, except for the Letter of Intent. There
are no understandings or agreements, oral or written, relating to
the Services, that are not merged herein and superseded hereby,
except for the Letter of Intent.
18. D~~WINn~ AND RPF.CIFICA~TONS PRO~F.RTY OF AGF.NCY.
SMHC agrees that, and will cause the following clause
to be a part of and be included in all agreements relating to the
Services:
"Any drawings and specifications or
similar documents prepared in
connection with this Agreement
shall be the exclusive property of
the Miami Beach Redevelopment
Agency and the Miami Beach
Redevelopment Agency shall possess
all common law, statutory and other
reserved rights (including, without
limitation, copyrights) relating
thereto. II
- 5 -
W6-MI953240.001
11/21/95 TUE 16:26 FAX 3053718759
HUGHES HUBBARD & REED
Ig( 008
19. TRT~n PA~TY ~F.NF.FT~T~~Y.
SMHC will be entering into or has entered into
agreements with third parties for the Services. SMHC agrees that
the Agency shall be a third party beneficiary of those agreements
and that the Services are being performed for the benefit of the
Agency. SMHC will cause the following clause to be a part of and
be included in all agreements relating to the Services:
"All parties to this Agreement
agree and acknowledge that the
Miami Beach Redevelopment Agency is
a third party beneficiary of this
Agreement and that the services
being performed in connection with
this Agreement are being performed
for the benefit of the Miami Beach
Redevelopment Agency."
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their appropriate officials.
MIAMI
ATTEST:
Date: Oet'<'-Mbt'r 8) /4ftS
Date:
ST. MORITZ HOTEL CORPORATION
:~ES~ tu.
Barry Hirsch
Secretary
Print Name
Date: --.November 21, 1995
Date: November 21, 1995
FORM APPROVED
REDEVELOPMENT AGENCY
GENERAL CO N EL
W6-MI953240.001
By
- 6 -
Date
I~A~ /~~'
I f
11/21/95 TUB 16:26 FAX 3053718759
HUGHES HUBBARD & REED
~009
EXHmlT"A"
U1AM1 a&ccH HOTEl. C()NVl!NT/oN C1INtfJR a.RAOB
ARCJfITEC"l"DRAL' KNGDQKJUI(G SCOPE TO BE P2JUfORMED
TO'rAL
hE
11/2QI9~
ABCHIncr (z,.-tu, 1IIc.)
~ HPB SUbmtISaJ
Schanwlia o..ip
DeI&&n DIIw~' ~ PKkap
~~'BldlIin.
C~4ImlnI..l.lCllll
TO
sr.. ct'VJL\l, G
~DMIp .
Dellp~' P'ridnI PMlkqc
Caulructicft Dacun..,w.tan I Biddh'l
C6n1lnlr::ti0ll Almlnl..tlOft
.svBTOTAL
)g. c.u. EI"IGJZq&. (To .0."",..)
~ Dcadpl
DeIiin ~1nI 'Priclni ~
~ "'--_tMlkIG
Caru&uctiOll A4rIlinitlnllOll
5~TOTAL
'&H'GIN:IJl.R. (Coa..I-TlICla EDCIJIMriAIt lac.)
Daip ~t' PriIUI Packqa
CClIIIMAcUGQ ~..tion I Biddm,
hnniUirqr
I!Sl~
Cans1rw::l.l~ AdnUniltnrJaa
WBTOTAL
tANDSCAPI A.RCIDTICT Sutoo 6 Ier)
Concqlt I ORB JiPB SUbodU&l
~ Ou'-"
o.IJn Dc:vtIapmcnt , P\icin, r.cu,c .
C~OD DaAma1atIClCl , BiddinJ
Can.n.;don AdmlnllCnUan
IilJRTOTAL
o
o
60,000
120,000 .
o
110000
15.000
25.000
...n.ooo
o
10,000
4..500
7..500
12,000
o
2.c 000
I,SOO
%.000
500
SOD
o
. .,500
o
o
7;500
10,000
o
I'qc I gfl
11/21/95 11m 16:27 FAX 3053718759
HUGHES HUBBARD & REED
~010
J!XHIBIT ~A ~
UJAMI ~CH HOTEL CQ/tJ~JON CEN11JR. G4.MGB
AIlClltTlC'l1JRA1./IJltGIN..JUNG scan TO BE PI'.RI'ORMED
11/20,'1)5
WE
o
BD CIA.... Ea&l-.riIaIl
2.JOO
1.JOO
4.000
J 000
10 000
.
o
o
o
S,OOCI
4 .soo
9500
o
2.200
~,850
o
IS 0050
.. , BndUemcma
6,000
15,000
10,000
U,OOO
10000
~.ooo
Jlt1.!-'-O
lB.7SS
19371
Hm.:.
1) ExduaiYG 0( a1Y ClllOIidl:nlkn tar an:h.itcan11 eD~ QQIl "'llI1Cd tg tbQ
~ g( 16c.b au-c.
2) ExDIuvc 0( ~1 r_ due SL Menta IiGteI Corp. pwumd-Io
the LetUr 0( ~t ( L.O.l.).
3) All ClClD-...ltaDl rea erdusi,. or."y ~0lII adaniDillnlt.iOll ~,_
.:\u..~r.\Ioe'\W~'161t3.xl.
PIIp ~ aC2
T'l'
11/21/95 TUE 16:27 FAX 3053718759
HUGHES HUBBARD & REED
EXHIBIT "B.
MIAMI BJ.iACH HOT1IL CONVBNTZOli CBJtI7'SR GtIU<:iB
A RCIUT& IING1NIUUfGSCOPK ~]) TO DAn
TO A
TODATJ.
CT~Iac.)
CGncciptIDRB HPB Sutmiual
SdtaMdo DaIIIi
ee.il" ~ IPriGlq PocUp
~ DaaIlm,enIadoo IliiddiDt
~ Aclminiatndon
SUBTOTAL
. snu
~ c..ip
Duip o...~ IMlina hcbIp
Ccua'wlticia ~ IBJddint
eou.truc:tlon AdadniIIrallaa
5t1B AL
15,000
4',000
o
D
Q
('1'0 .. DeumWitCI)
.
. C :Def.8nnJaed)
Sd\cm.slii: Desip
DnIp DowIopGldnlI PrIcint PlIIOkqo
Caa.lnwUa. OuuunIcnlll&Mt
C~ORAdlrrini..dCIII
Sl1DTOTAL
c:rvn. KlCGIlQU (CoIta....Tec.. lapuorin.. Inc.)
Da1p D;ftIapmc:al1 Priclnl PDcDIC
CaNtructiOI1 DDo-,_tatw" /BidlIln,
ParJnjtdnt
Bnvtrmmon&a.l
CtNtn\CUoa AdmlnJlIU'lltlaa
&11BrOTAL
t.AN'J)~~ ....cmnCf ( h"'no ill MUlClr)
CcnaIptI PR.B IiPB Muhnlual
Sc:hematJc ne.tp .
DcsIp DD~ 11'rlci1ll ~
Carllltrudioa n..r....-.~ / Biddi",
C~Qll AdzaJnlltn~
strnTOT.A.L
7,$00
$,000
o
o
o
12'00
P1ac 1 0(2
141011
1I/~il'lU
o
o
o
o
u
o
o
o
o
o
o
o
o
o
o
o
,A
,
11/21/95 TUE 16:27 FAX 3053718759
HUGHES HUBBARD & REED
EXlWlrr "1'-
AOAM1 B&t.CH HOTHL CONY1!NTION CEN17JlC OAMOB
.u.CHITEC'l'l1ItAIJ I El'fCINEDnrG SCOPE PU'ORMBD TO D.\ TJ.
TOTAL
TO DA TJ
SVRYaVOR lC:on.uI-Tecll .".lneertaRl
SUBTOTAL 1 Cl 100
GItOTJtc;:JDl1CAL KN'CDUU (WDp. lalht-rhll>
SoU Dorinp 0
COl\C~ TeIIJI 0
Rcparu , EDilI1ICCItuI AlIAI)'II' 0
Dwtllll C.'U]f.udft 0
~TOTAL 0
PUkDlG CONSVLTANT (RMap) "
ReWaa' 1.500
DBftp AlblmAl1Wl1 - SchcrNtJc. 21,000
~p OUldoJll'leI 1,000
R.c\icw c.Ceoa.ns;tJaQ~lI 0
Jl111t1 Rmew 0
SVBTOTAL Mlsno
u.aVATOa COil/SULTAN" (V... De\lu.. ~AUoU.")
Sdl.MUc DcUlP' Z,ZI)O
Duaip ~UJlInall" 0
CcIulnIcUCIQ DaaaJMll'lr.uoa , Bl4cSiq 0
~ AdmlnilC'afim , ro. ()gcUD&nCY 0
SUBTOTAL 2 2()()
OTHBR
EnviRllllnen1l1 ~ I Autlll 0
RelCllCAdoa Dnafnl:ll:f 0
ClnlphiU1l Dalltl"'cr 0
, J.htil\llluipcr 0
....1 . AIlhemClllll/I!nIlCICll'nerlt.) 5,000
SUBTOTAL ',000
TOTAJ.,i 124.900
R.EDoCBURSAaLl'..s 4J I 0"- 11,05JO
CONTINOENCY tZI S'K 604'
ADJUsnD TOTAL: 139UJ!
~
I) P.)CI:haalw: otuy CIlIl__i1uiOll far uchi\.all.blal/c:npw.i'-l aItl ret.'-i..,the
OJ'Dlinl or 161h S&red.
Z) ~u.h,. of ~ r.. dull il. MolQex fbeI Corp. p1nuant CD
Iho IAtI<< of"lnlclnt ( L.O.I.).
S:\wa1I\JCICWI\I:lxl:.e1\1 C;~ .1(1.
Ilop 2 Or~
. I'
. T
IgJUH
W2IJP,l,