Hotel Develp. Agrmnt #5
LOEWS MIAMI BEACH HOTEL
MIAMI BEACH, FLORIDA
HOTEL DEVELOPMENT AGREEMENT
Between
MIAMI BEACH REDEVELOPMENT AGENCY
("Owner")
and
MB REDEVELOPMENT, INC.
("Developer")
W6.Ml96261 0.084/09120/96
T ABLE OF CONTENTS
Page
ARTICLE 1. DEFINITIONS.................................................. ......... ......... ..... ..................... ..2
ARTICLE 2. CONSTRUCTION .............................. ............... ... .... ........ ............. ........... .... ..1 0
Section 2.1 Conditions Precedent to Developer's Commencement of
Construction of the Project ................ ......... ................. ...... .......1 0
Section 2.2 Commencement and Completion of Construction of the
Project...................................................................................... .11
Section 2.3 Completion of Construction of the Project......................................ll
ARTICLE 3. PLANS AND SPECIFICA TIONS..................................................................13
Section 3.1 Approval and Modification of Preliminary Plans and
Specifications........................................................................... .13
Section 3.2 Approval and Modification of Plans and Specifications .................14
Section 3.3 Right of Developer to Proceed with Disapproved
Changes. ................................................................................... .15
Section 3.4 Compliance with Requirements; Construction Standards ...............16
Section 3.5 Budget and Change Orders ..............................................................16
Section 3.6 Design and Decor............................................................................. 1 7
Section 3.7 Development Dispute.......................................................................17
Section 3.8 Development Fee and Expenses. .....................................................17
Section 3.9 Pre-Approved Modifications ...........................................................18
Section 3.10 Optional Deductive Modifications.................................................. 18
ARTICLE 4. OWNER PARTICIPATION ...........................................................................20
Section 4.1 Owner's Right to Use Field Personnel.............................................20
Section 4.2 Owner's Right to Notice, Access and Review.................................20
ARTICLE 5. MISCELLANEOUS CONSTRUCTION PROVISIONS ...............................24
Section 5.1 Title to the Improvements ................................................................24
Section 5.2 Names of Contractors, Materialmen, etc .........................................24
Section 5.3 Construction Agreements................................................................ .24
Section 5.4 Demolition of the Project Site..........................................................27
ARTICLE 6. FINANCING OF PROJECT CONSTRUCTION AND
DISBURSEMENT PROCEDURES ........................................... .............28
Section 6.1 Owner's Contributions....... ... .................. .................. ............ .......... .28
Section 6.2 Intentionally Deleted.... ... ..... ............ ........ ............ ......................... ...29
Section 6.3 Fees................................................................................................. .29
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TABLE OF CONTENTS
( continued)
Page
ARTICLE 7. INSURANCE................................................................................................. .31
ARTICLE 8. DAMAGE, DESTRUCTION AND RESTORATION ...................................32
Section 8.1 Casualty..... ...... ........ ...... ................ ............... ....... .......... .......... ...... ...32
Section 8.2 Effect of Casualty on This Agreement.............................................32
ARTICLE 9 . CONDEMNATION ......................... ........ ............... .............. ............... ......... ..33
Section 9.1 Taking ........... ...... ...................................... ................ ..... ..... ......... ....33
Section 9.2 Effect of Taking on This Agreement. ...............................................33
ARTICLE 10. RIGHTS OF RECOGNIZED MORTGAGEE .............................................34
Section 10.1 Notice and Right to Cure Developer's Defaults ............................34
ARTICLE 11. NO SUBORDINATION ...............................................................................36
ARTICLE 12. MAINTENANCE AND REPAIR ................................................................37
Section 12.1 Maintenance of Project Site .............. .............................................37
Section 12.2 Waste Disposal... .... ...... ............. ......... .................................. ..........37
ARTICLE 13. REQUIREMENTS ............................. ................ ................ ........ ........... ........38
Section 13.1 Requirements ............... ........... ...................... ..................... ........ ....3 8
ARTICLE 14. DISCHARGE OF LIENS ............. ................................................................39
Section 14.1 Creation of Liens.... ...................................................................... ..39
Section 14.2 Discharge of Liens .. ............. ..........................................................39
Section 14.3 No Authority to Contract in Name of Owner ................................40
ARTICLE 15. NO LIABILITY FOR INJURY OR DAMAGE ETC...................................41
ARTICLE 16. INDEMNIFICATION ................ ............. ....................................... ....... ...... ..42
Section 16.1 Indemnification Generally .............................................................42
Section 16.2 Governs Agreement .......................................................................42
Section 16.3 Survival................ ............... ... ....................................... .................42
ARTICLE 17. CERTIFICATES BY OWNER AND DEVELOPER...................................43
ARTICLE 18. RIGHT TO PERFORM THE OTHER PARTY'S COVENANTS ..............44
Section 18.1 Right to Perform Other Party's Obligations ..................................44
Section 18.2 Discharge of Liens.. ....... .................................. ..................... .........44
Section 18.3 Reimbursement For Amounts Paid Pursuant to this
Article ....................................................................................... 45
Section 18.4 Waiver, Release and Assumption of Obligations ..........................45
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W6-MI962610.08419120/96
TABLE OF CONTENTS
(continued)
Page
ARTICLE 19. EVENTS OF DEF AUL T, CONDITIONAL LIMITATIONS,
REMEDIES, ETC. .................................................................................. .46
Section 19.1 Definition.. .............. ................... ............... ...... .... ................. ........ ..46
Section 19.2 Enforcement of Performance .........................................................48
Section 19.3 Expiration and Termination of Agreement ....................................48
Section 19.4 Strict Performance ... .......... ............. ................................. ............ ..48
Section 19.5 Right to Enjoin Defaults ................................................................49
Section 19.6 Remedies Under Bankruptcy and Insolvency Codes .....................49
Section 19.7 Inspection.. ............. ......................... ........ .............. .......... ......... ..... .49
ARTICLE 20. NOTICES, CONSENTS AND APPROVALS .............................................50
Section 20.1 Service of Notices and Other Communications.............................50
Section 20.2 Consents and Approvals ................................................................52
ARTICLE 21. FINANCIAL REPORTS AND RECORDS .................................................54
Section 21.1 Books and Records; Audit Rights..................................................54
ARTICLE 22. APPRAISAL AND ARBITRATION ...........................................................55
Section 22.1 Expedited Arbitration of Development Disputes. .........................55
Section 22.2 Arbitration......................................................................................5 7
ARTICLE 23 . NONDISCRIMINATION .......... ........................ ...........................................58
Section 23.1 Non discrimination.........................................................................5 8
ARTICLE 24. INDICTMENT, INVESTIGATIONS, ETC. ................................................59
Section 24.1 Cooperation in Investigations ........................................................59
ARTICLE 25. HAZARDOUS MATERIALS ......................................................................60
Section 25.1 General Provision................................ ............................... ... .........60
Section 25 .2 Survival.......................................................................................... 60
ARTICLE 26. MISCELLANEOUS ........... ....... ............... ............. ... .......................... ..........61
Section 26.1 Governing Law. ....... ....... ........................ ..... ................................ ..61
Section 26.2 References ...... ........... ....... ... ....... ....... .......... ...... ...... ... .......... ...... ....61
Section 26.3 Entire Agreement, etc ....................................................................61
Section 26.4 Invalidity of Certain Provisions .....................................................62
Section 26.5 Remedies Cumulative. .................................................................. .62
Section 26.6 Performance at Each Party's Sole Cost and Expense ....................62
Section 26.7 Recognized Mortgagee Charges and Fees .....................................63
Section 26.8 Intentionally Deleted........... .......... ..... ........ .................................. ..63
Section 26.9 Successors and Assigns. ........ .........................................................63
Section 26.10 Notice of Defaults ........ ....... ................ ....................... ................. .63
Section 26.11 No Representations ......................................................................63
Section 26.12 Corporate Obligations. ..... .......... ........ .............. ............ .............. ..63
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TABLE OF CONTENTS
( continued)
Page
Section 26.13 Nonliability of Officials and Employees. ....................................64
Section 26.14 Partnership Disclaimer.......................... ........................... .......... ..64
Section 26.15 Time Periods ....... ............ .......... ....... ............... ............................ .64
Section 26.16 No Third Party Rights..................................................................64
EXECUTION .........................................................................................................................65
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W6.MI96261 0.08419120/96
EXHIBITS
Exhibit A
Exhibit 2.1 (d)
Exhibit 3.1(a)
Exhibit 3.5(a)
Exhibit 3.9(a)
Exhibit 3.9(b)
Exhibit 3.9(c)
Exhibit 3.9(d)
Exhibit 5.1 (b)
Exhibit 5.3(a)
Exhibit 6.l( c)
Exhibit 6.1 (d)
Exhibit 6.3(a)
W6-MI96261 0.08419120/96
TABLE OF CONTENTS
( continued)
Land
Completion Guarantee
Preliminary Plans and Specifications
Development Budget
Air Handling Modification
Approved Additive Modification
Approved Deductive Modification
Conditionally Approved Deductive Modification
Legal Description of Existing St. Moritz
Insurance Required of Contractor
Use of the Owner's Contribution
Public Improvements
Fees
-v.
HOTEL DEVELOPMENT AGREEMENT
THIS HOTEL DEVELOPMENT AGREEMENT ("Agreement") is entered into as
of the .:lo!::. day of September, 1996 (the "Commencement Date") by and between the
MIAMI BEACH REDEVELOPMENT AGENCY ("Owner") and MB REDEVELOPMENT,
INC., a Florida corporation ("Developer").
RECITALS:
A. In February 1993, the City CenterIHistoric Convention Village
Redevelopment and Revitalization Area was officially established by the adoption of a
Redevelopment Plan (the "Redevelopment Plan", as further defined below), resulting from the
combined efforts of the City of Miami Beach, a municipal corporation of the State of Florida (the
"City"), the Owner, Metropolitan Dade County and the State of Florida. The purposes of the
Redevelopment Plan are, among other things, to eliminate blight, establish redevelopment, foster
the development of convention quality hotels, ancillary improvements and facilities, and
necessary linkages to the Miami Beach Convention Center.
B. Pursuant to the Redevelopment Plan, the Owner acquired land ("Land",
as more specifically defined below), known as Site I-A, which it has agreed to make available for
a convention headquarters hotel (the "Hotel", as further defined below).
C. In furtherance of the Redevelopment Plan, the City published a Request
for Proposals (the "RFP") dated November 29, 1993, seeking, among other things, proposals for
the development and operation of a convention headquarters hotel.
D. By virtue of a resolution adopted on July 21, 1994, after a public review
process, the Owner selected Developer from among the groups which submitted proposals
pursuant to the RFP and directed representatives of the Owner to negotiate the terms under which
Developer would develop, construct, own and operate the Hotel in accordance with requirements
of the RFP.
E. Owner and Developer's predecessor entered into a Letter of Intent (as the
same may have been amended from time to time, the "Letter of Intent"), dated May 3, 1995,
and approved by Loews Hotels Holding Corporation ("LHHC") and the City, which, among
other things, obligates the Developer to develop, construct, furnish and equip the Hotel.
F. Owner and Developer entered into that certain Agreement of Lease (the
"Ground Lease") between the Owner and the Developer and dated of even date herewith.
G. Owner and Developer desire to enter into a definitive agreement for the
development, construction, furnishing and equipping of the Hotel in accordance with this
Agreement and the standards set forth in the plans and specifications described in this
Agreement.
W6-MI96261 0.084/09/20/96
TERMS OF AGREEMENT:
NOW, THEREFORE, it is hereby mutually covenanted and agreed by and
between the parties hereto that this Agreement is made upon the terms, covenants and conditions
hereinafter set forth.
ARTICLE 1.
DEFINITIONS
F or all purposes of this Agreement the terms defined in this Article 1 shall have
the following meanings and the other provisions of this Article 1 shall apply:
"Accounting Principles" shall have the meaning provided in the Ground Lease.
"Affiliate" or "Affiliates" means, with respect to any Person, any other Person
that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is
under common control with, such Person. For purposes hereof, the term "control" (including
the terms "controlled by" and "under common control with") shall mean the possession of a
Controlling Interest. Unless the context otherwise requires, any reference to "Affiliate" in this
Agreement shall be deemed to refer to an Affiliate of Developer.
"Agency" means the Miami Beach Redevelopment Agency.
"Architect" means Nichols, Brosch, Sandoval and Assoc., Inc.
"Bond Proceeds" has the meaning provided in Section 6.1(a).
"Bonds" has the meaning provided in Section 6.1(a).
"BTC Loan Documents" shall mean the Loan Documents entered into in
connection with a loan made to the Developer by Bankers Trust Company, as agent, and Bankers
Trust Company, The Bank of Nova Scotia, Chase Federal Bank FSB, Republic National Bank of
Miami, Ocean Bank, Capital Bank and Orix USA Corporation, each as a lender, as the same may
be amended or otherwise modified from time to time.
"Building Equipment" has the meaning provided in the Ground Lease.
"Business Day" or "business day" means a day other than Saturday, Sunday or a
day on which banking institutions in the State of Florida are authorized or obligated by law or
executive order to be closed.
"City" means City of Miami Beach, a municipal corporation of the State of
Florida.
"Commence Construction" or "Commencement of Construction" means the
commencement of major work (such as pilings or foundations) for construction of the
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W6-M19626I 0.084/09/20/96
Improvements in accordance with the Plans and Specifications to be performed in connection
with Construction of the Project. Promptly after Commencement of Construction, the Owner
and Developer shall enter into an agreement acknowledging the date of Commencement of
Construction. Any and all preliminary site work (including, without limitation, any
environmental remediation and ancillary demolition) shall not be deemed to be Commencement
of Construction.
"Commencement Date" has the mearnng provided in the preamble of this
Agreement.
"Completion Deadline" means the date which is 48 months after the
Construction Commencement Date, subject to extension due to Unavoidable Delays.
"Completion Guarantee" has the meaning provided in Section 2.1(d).
"Connection Fees" has the meaning provided in the Section 6.3(b).
"Condominium Unit Lease" has the meaning provided in the Ground Lease.
"Consenting Party" has the meaning provided in Section 20.2(c).
"Construction" or "Construction of the Project" means the construction on the
Land of the Project.
"Construction Agreement(s)" means, collectively, any general contractor's
agreement, architect's agreement, engineers' agreements, or any other agreements for the
provision of labor, materials or supplies entered into with respect to the Construction of the
Project, as the same may be amended or otherwise modified from time to time.
"Construction Commencement Date" has the meaning provided in Section 2.2.
"Construction Fund" has the meaning provided in Section 6.1(a).
"Construction Work" means any construction work performed under any
proVISIon of this Agreement and/or the Construction Agreements with respect to the
Construction of the Project.
"Contingency" means the amount set forth as hard and soft construction costs in
the Development Budget on the date hereof as a line item labeled "Contingency".
"Contractor" means any contractor, subcontractor, supplier, vendor or
materialman supplying services or goods in connection with the Construction of the Project.
"Controlling Interest" means the ownership of greater than 50% of the voting
ownership interests in a Person or the ownership of greater than 50 % of the votes necessary to
elect a majority of the Board of Directors or other governing body of such.
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"Convention Center Agreement" means that certain Convention Center
Agreement dated as of even date herewith between Developer and City.
"CPM" has the meaning provided in Section 4.2(b).
"CPM Schedule" has the meaning provided in Section 4.2(b).
"Default" means any condition or event, or failure of any condition or event to
occur, which constitutes, or would after the giving of notice and lapse of time (in accordance
with the terms of this Agreement) constitute, an Event of Default.
"Default Date" means the date which is 102 months after the Commencement
Date.
"Default Notice" has the meaning provided in Section 19.1(b).
"Developer" means MB Redevelopment, Inc., a Florida corporation, its
successors and assigns.
"Developer Indemnified Parties" means Developer and its directors, officers,
shareholders, employees, successors, assigns, subtenants, agents, contractors, subcontractors,
experts, licensees, lessees, mortgagees, joint venturers, members, partners of a partnership
constituting a partner of Developer, trustees, partners, principals, invitees and Affiliates.
"Developer Interest in the Premises" has the meaning provided in the Ground
Lease for "Tenant's Interest in the Premises" as if the references to "Tenant" in such definition
were references to "Developer".
"Development Budget" has the meaning provided in Section 3.5(a).
"Development Cost Overruns" has the meaning provided in the Ground Lease.
"Event of Default" has the meaning provided in Section 19.1.
"FF &E" has the meaning provided in the Ground Lease.
"Funded Equity" has the meaning provided in the Ground Lease.
"Garage Development Agreement" means that certain Garage Development
Agreement dated as of even date herewith between SMHC and Agency.
"Garage Easement Agreement" means that certain Garage Easement Agreement
dated as of even date herewith between Developer and Agency.
"General Contractor" means the general contractor under that certain
guaranteed maximum price contract for the Construction of the Project entered into by Developer
and such general contractor.
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"Governmental Authority or Authorities" means the United States of America,
the State of Florida, the City of Miami Beach, Metropolitan Dade County, the Agency (in its
governmental as opposed to proprietary capacity) and any agency, department, commission,
board, bureau, instrumentality or political subdivision (including any county or district) of any of
the foregoing, now existing or hereafter created, having jurisdiction over Developer or over or
under the Project Site or any portion thereof or any street, road, avenue or sidewalk comprising a
part of, or in front of, the Project Site, or any vault in or under the Project Site, or airspace over
the Project Site.
"Ground Lease" means, that certain Agreement of Lease between Owner and
Developer dated as of the date hereof, pursuant to which Developer (as tenant) has agreed to
lease the Land.
"Hotel" means a first class convention center hotel (including the Building
Equipment) described in the Plans and Specifications and other Improvements to be constructed
on the Land in accordance with the terms of this Agreement and the terms of the Ground Lease
(together with any and all permitted improvements thereto and replacements thereof).
"Hotel Construction Costs" means all hard and soft construction costs incurred
in connection with the development and construction of the Project. The projected Hotel
Construction Costs are as set forth in the Development Budget, attached hereto as Exhibit 3.5(a).
"Hotel Development Agreement" (or this "Agreement") means collectively,
this Hotel Development Agreement and all exhibits and attachments hereto, as any of the same
may hereafter be supplemented, amended, restated, severed, consolidated, extended, revised and
otherwise modified, from time to time, either in accordance with the terms of this Agreement or
by mutual agreement of the parties.
"Hotel Opening Date" has the meaning provided in the Ground Lease.
"Hotel Revenue" has the meaning provided in Section 3.3( d)(iii) of the Ground
Lease.
"Improvement(s)" means any building (including footings and foundations),
Building Equipment, FF&E and other improvements and appurtenances of every kind and
description now existing or hereafter erected, constructed, or placed upon the Land (whether
temporary or permanent), and any and all alterations and replacements thereof, additions thereto
and substitutions therefor.
"Institutional Lender" has the meaning provided in Article 1 of the Ground
Lease.
"Land" means the real property described in Exhibit A attached hereto.
"Letter of Intent" has the meaning provided in Recital E hereof.
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"LHHC" means Loews Hotels Holding Corporation, a Delaware corporation.
"Loan Documents" means, collectively, any loan agreement, promissory note,
mortgage, guaranty or other document evidencing or securing a loan secured by, among other
collateral, Developer's interest in the Ground Lease or the Hotel.
"Mortgage" has the meaning provided in Section 11.2(a) of the Ground Lease.
"Mortgagee" means the holder of a Mortgage.
"Net Cash Flow" has the meaning provided for "Net Cash Flow After Debt
Service" in Section 3.3(d)(iv) of the Ground Lease.
"Notice" has the meaning provided in Section 20.1.
"Operating Equipment" has the meaning provided in the Ground Lease.
"Owner" means the Agency (or the City if the City shall succeed to the interest of
the Agency hereunder), acting in its proprietary capacity, and any assignee or transferee of the
Agency (or the City if the City shall succeed to the interest of the Agency hereunder) of the entire
Owner's Interest in the Premises, from and after the date of the assignment or transfer pursuant to
which the entire Owner's Interest in the Premises was assigned or transferred to such assignee or
transferee.
"Owner Indemnified Parties" means, collectively, the Agency (and any
successor Owner), the City and their respective elected and appointed officials (including the
Agency's Chairman and members and the City's Mayor and City Commissioners), directors,
officials, officers, shareholders, members, employees, successors, assigns, agents, contractors,
subcontractors, experts, licensees, lessees, mortgagees, trustees, partners, principals, invitees and
Affiliates. An "Owner Indemnified Party" shall mean any of the foregoing.
"Owner's Interest in the Premises" has the meaning provided in the Ground
Lease.
"Owner's Consultant" means such Person as Owner may designate in writing to
Developer from time to time.
"Owner's Contribution" has the meaning provided in Section 6.1(c).
"Permits and Approvals" shall mean any and all permits and approvals required
to be issued by Governmental Authorities in connection with the Construction of the Project,
including, without limitation, the City of Miami Beach building permits, the approvals of the
City of Miami Beach Design Review Board, the Dade County Department of Environmental
Resources Management permits, the Florida Department of Environmental Protection coastal
construction permit, and any utility access agreements with all applicable utility companies.
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"Person" means an individual, corporation, partnership, joint venture, limited
liability company, limited liability partnership, estate, trust, unincorporated association or other
entity; any Federal, state, county or municipal government or any bureau, department, political
subdivision or agency thereof; and any fiduciary acting in such capacity on behalf of any of the
foregoing.
"Plans and Specifications" means the final plans and specifications for the
Project, the finish schedule, the hotel program and the differentiation schedule, each as
established in accordance with Article 3, as the same may be modified from time to time in
accordance with the provisions of Section 3.2 hereof.
"Preliminary Plans and Specifications" means the preliminary plans and
specifications for the Project, the preliminary finish schedule, the preliminary hotel program and
the preliminary differentiation schedule, as the same may be modified from time to time in
accordance with the provisions of Section 3.1(b) hereof.
"Project" has the same meaning as "Hotel."
"Project Documents" means this Agreement, the Ground Lease, the Garage
Development Agreement, the Garage Easement Agreement and the Convention Center
Agreement.
"Project Site" means the Land and all portions of the Improvements.
"Proposal" means the development proposal dated March 7, 1994, submitted by
SMHC in response to the RFP.
"Public Areas" means the property located on the Land owned by the Owner
pursuant to a condominium regime as more particularly described in that certain Declaration of
Condominium dated as of the date hereof and leased to Developer pursuant to the Condominium
Unit Lease.
"RFP" has the meaning provided in Recital C hereof.
"Recognized Mortgage" has the meaning provided in Section 11.2(b) of the
Ground Lease.
"Recognized Mortgagee" means the holder of a Recognized Mortgage; provided,
however, that, except to the extent permitted by Section 1l.2(b) of the Ground Lease, a
Recognized Mortgagee may not be an Affiliate of Developer (except if Developer is an Affiliate
of a Recognized Mortgagee that has caused the Ground Lease to be assigned to such Affiliate in
lieu of foreclosure of the Recognized Mortgage of such Recognized Mortgagee).
"Redevelopment Plan" means that certain plan addressing the rehabilitation,
conservation and redevelopment of that certain City Center/Historic Convention Village
Redevelopment and Revitalization Area described therein, of which the Land forms a part, as thei
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same was adopted in February of 1993 by the Owner and the City and approved by the Board of
County Commissioners of Dade County, Florida in March, 1993, and expiring on March 30,
2023. As used herein, references to the "Redevelopment Plan" shall not include any extensions
or amendments thereof.
"Requirements" has the meaning provided in Section 13.1(b).
"SMHC" means 51. Moritz Hotel Corp.
"St. Moritz" has the meaning provided in Section 5.1(b).
"Substantial Completion" or "Substantially Complete" or "Substantially
Completed" means, with respect to the Project, that (1) it shall have been substantially
completed in accordance with the Plans and Specifications, (2) the certificate of the Architect
described in Section 2.3(b)(i) hereof shall have been obtained, and (3) all of the Improvements
therein shall have been issued temporary certificates of occupancy.
"Term" means the period commencing on the Commencement Date and, unless
sooner terminated as provided hereunder, expiring on the completion of the Hotel in accordance
with the terms of this Agreement, subject, however, to survival of any provisions of this
Agreement that are expressly stated herein to survive such expiration or termination (as the case
may be).
"Trustee" has the meaning provided in Section 6.1(a).
"Unavoidable Delays" means delays due to strikes, slowdowns, lockouts, acts of
God, inability to obtain labor or materials, war, enemy action, civil commotion, fire, casualty,
catastrophic weather conditions, a court order which causes a delay (unless resulting from
disputes between or among the party alleging an Unavoidable Delay, present or former
employees, officers, members, partners or shareholders of such alleging party or Affiliates (or
present or former employees, officers, partners, members or shareholders of such Affiliates) of
such alleging party), the application of any Requirement, or another cause beyond such party's
control or which, if susceptible to control by such party, shall be beyond the reasonable control
of such party. Such party shall use reasonable good faith efforts to notify the other party not later
than twenty (20) days after such party knows of the occurrence of an Unavoidable Delay;
provided, however, that either party's failure to notify the other of the occurrence of an event
constituting an Unavoidable Delay shall not alter, detract from or negate its character as an
Unavoidable Delay or otherwise result in the loss of any benefit or right granted to the delayed
party under this Agreement. In no event shall (i) any party's financial condition or inability to
fund or obtain funding or financing constitute an "Unavoidable Delay" with respect to such
party and (ii) any delay arising from a party's (or its Affiliate's) default under any Project
Document constitute an "Unavoidable Delay" with respect to such party's obligations
hereunder. The times for performance set forth in this Agreement (other than for monetary
obligations of a party and with respect to completion of the Project by the Default Date) shall be
extended to the extent performance is delayed by Unavoidable Delay, except as otherwise
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expressly set forth in this Agreement. The City's failure to fund the Owner's Contribution shall
constitute an Unavoidable Delay with respect to the Developer's obligations hereunder.
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ARTICLE 2.
CONSTRUCTION
Section 2.1 Conditions Precedent to Developer's Commencement of
Construction of the Project.
(a) Developer shall (subject to Unavoidable Delays) obtain all Permits and
Approvals by not more than one (1) year from the Commencement Date. Subject to Section
2.1(c), Developer shall not Commence Construction of the Project unless and until (i) Developer
shall have obtained and delivered to the Owner's Consultant copies of all Permits and Approvals
required to Commence Construction and (ii) Developer shall have delivered to the Owner
original certificates of the policies of insurance required to be carried pursuant to the provisions
of Article 7 of this Agreement.
(b) The Owner (solely in its capacity as the owner of the Project Site and not
in its governmental capacity) shall reasonably cooperate with Developer in obtaining the Permits
and Approvals required by Section 2.1(a) and any necessary utility access agreements, shall sign
any application reasonably made by Developer which is required in order to obtain such Permits
and Approvals and utility access agreements and shall provide Developer with any information
and/or documentation not otherwise reasonably available to Developer (if available to the
Owner) which is necessary to procure such Permits and Approvals and utility access agreements.
Any such accommodation by Owner shall be without prejudice to, and shall not constitute a
waiver of, Owner's rights to exercise its discretion in connection with its governmental
functions. Developer shall reimburse the Owner, within ten (10) days after the Owner's demand,
for any reasonable out-of-pocket cost or expense payable to the Owner's technical consultants
(other than the Owner's Consultant), such as architects and engineers, so incurred by the Owner
in connection with Owner's assistance in obtaining the Permits and Approvals and utility access
agreements required by Section 2.1(a).
(c) Developer shall not Commence Construction of the Project, or any portion
thereof, unless and until the Owner shall have approved the Plans and Specifications (to the
extent required herein). However, if Developer chooses to perform any Construction of the
Project on a "fast-track" basis, Developer may request the necessary approval of the Owner in
stages and perform that portion of the Construction Work which has been approved (provided
Developer shall comply with all other requirements with respect to such portion of the
Construction Work), even if progress plans and specifications for other portions of the
Construction Work have not yet been prepared.
(d) Prior to Commencement of Construction of the Project, Developer shall
furnish to the Owner a completion guarantee (the "Completion Guarantee") from Loews
Corporation, pursuant to which Loews Corporation guarantees timely completion of the Project,
in the form attached hereto as Exhibit 2.1(d).
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Section 2.2 Commencement and Completion of Construction of the Project.
Developer shall, subject to Unavoidable Delays, at its expense (a) Commence
Construction on or before sixty (60) days after all Permits and Approvals necessary for the
Commencement of Construction are issued (the "Construction Commencement Date") and (b)
thereafter continue to prosecute Construction of the Project with diligence and continuity to
completion. If, after Developer has Commenced Construction, Developer fails to diligently
prosecute Construction of the Project (subject to Unavoidable Delays), and such failure continues
(subject to Unavoidable Delays) for thirty consecutive (30) days after Developer's receipt of
notice of such failure, the Owner shall, in addition to all of its other remedies under this
Agreement and the Ground Lease, have the right to seek such equitable relief (either mandatory
or injunctive in nature) as may be necessary to cause diligent and continuous prosecution of
Construction of the Project (subject to Unavoidable Delays) by Developer, it being understood
that Construction of the Project is a material inducement to the Owner to enter into the Ground
Lease and monetary damages shall be inadequate to compensate the Owner for harm resulting
from such failure. Notwithstanding anything to the contrary contained herein, if Developer fails
to Substantially Complete Construction of the Project by the Default Date, then the same shall
constitute an Event of Default under this Agreement and under the Ground Lease and the Owner
shall be entitled to all of its remedies hereunder and thereunder, including, without limitation, the
termination of this Agreement and the Ground Lease. Notwithstanding anything to the contrary
contained in this Agreement, the Default Date shall not be extended by reason of Unavoidable
Delay except in the event Owner fails to make Owner's Contribution in accordance with the
terms hereof.
Section 2.3 Completion of Construction of the Project.
(a) Substantial Completion of the Project shall be accomplished in a diligent
manner, and in any event by the Completion Deadline, and final completion of the construction
of the Project shall be accomplished in a diligent manner thereafter, in each case in a good and
workerlike manner, in substantial accordance with the Plans and Specifications, in accordance
with all applicable Requirements and, except as provided in Article 6, at Developer's sole cost
and expense.
(b) Upon Substantial Completion of Construction of the Project, Developer
shall furnish the Owner with the following:
(i) a certification of the Architect (certified to the Owner on the
standard AlA certification form) that it has examined the Plans and Specifications
and that, in its professional judgment, after diligent inquiry, Construction of the
Project has been Substantially Completed in accordance with the Plans and
Specifications applicable thereto and, as constructed, the Improvements comply
with all applicable Requirements;
(ii) if Requirements require the same, a copy or copies of the
temporary certificates of occupancy for the Hotel (or portion thereof, as
applicable) issued by the City of Miami Beach Building Department;
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(iii) lien waivers in form and substance reasonably satisfactory to
Owner from each contractor, subcontractor, supplier or materialman retained by
or on behalf of Developer in connection with the Construction of the Project,
evidencing that such Persons have been paid in full for all work performed or
materials supplied in connection with the Construction of the Project;
(iv) a complete set of "as built" plans and a survey showing the
Improvement(s) for which the Construction of the Project has been completed.
The Owner shall have an unrestricted license to use such "as built" plans and
survey for any purpose related to the Project Site without paying any additional
cost or compensation therefor, subject to copyright and similar rights of the
Architect to prohibit use of designs for purposes unrelated to the Project Site, as
such rights exist in law or may appear in the Architect's contract, and subject to
applicable public records laws. The foregoing requirement with respect to "as
built" plans shall be satisfied by Developer furnishing to the Owner, at
Developer's expense, a complete set of Plans and Specifications, with all addenda
thereto and change orders in respect thereof, marked to show all changes,
additions, deletions and selections made during the course of the Construction of
the Project.
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ARTICLE 3.
PLANS AND SPECIFICATIONS
Section 3.1 Approval and Modification of Preliminary Plans and
Specifications.
(a) Developer has previously submitted to the Owner, and the Owner has
approved, the Preliminary Plans and Specifications described on Exhibit 3.1(a) attached hereto.
(b) If Developer desires to modify the Preliminary Plans and Specifications
(as such may have been previously approved pursuant to the terms of this Section 3.1(b)),
Developer shall submit any such proposed modified Preliminary Plans and Specifications to
Owner. Such modified Preliminary Plans and Specifications shall clearly indicate, by
"ballooning", highlighting, blacklining or describing in writing in sufficient detail in a
memorandum accompanying such modified Preliminary Plans and Specifications, all such
proposed modifications to the Preliminary Plans and Specifications. Within ten (10) business
days of its receipt of such proposed modified Preliminary Plans and Specifications, the Owner
shall notify Developer, in writing, describing, with specificity, the basis for such disapproval of
any material modifications or material inconsistencies of which the Owner disapproves between
the Preliminary Plans and Specifications as modified and the Preliminary Plans and
Specifications previously approved by the Owner, it being agreed however, that the Owner's
failure to so notify Developer of its disapproval during such time period shall be deemed to
constitute the Owner's conclusive approval of such modifications or inconsistencies; provided,
however, that if Owner shall notify Developer within ten (10) business days following its receipt
that any of the proposed modifications to the Preliminary Plans and Specifications are not
indicated as required by this Section 3.1(b) or that the complexity of the proposed modifications
necessitates an extension of such time period to complete Owner's review, such period shall be
extended to the date which is thirty (30) days after Owner's receipt of the proposed
modifications; provided, further, however, that Owner shall not be responsible for, and shall not
be deemed to have approved, any such proposed modification that is not indicated as required by
this Section 3.1(b). Notwithstanding anything to the contrary contained herein, Owner shall not
object to any modifications to the Preliminary Plans and Specifications which are necessitated by
Requirements or as a result of a drafting, coordination, mechanical or technical error in the
Preliminary Plans and Specifications.
(c) If Owner disapproves any material modifications to or material
inconsistencies in the Preliminary Plans and Specifications pursuant to Section 3.1(b), above,
then Developer shall, at its election, either (x) submit Owner's disapproval to expedited
arbitration pursuant to Section 3.7 and Section 22.1 as to the (i) materiality of the inconsistency
or modification and/or (ii) the reasonableness of the disapproval, (y) submit a revised
modification to the Preliminary Plans and Specifications to meet Owner's objections, which
revised modification shall be submitted and reviewed as provided in Section 3.1(b), or (z) notify
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Owner that such modification shall be a disapproved or conditionally approved modification, in
which event the provisions of Section 3.3 shall apply.
Section 3.2 Approval and Modification of Plans and Specifications.
(a) Prior to Commencement of Construction of the Project, Developer shall
prepare and submit to the Owner the Plans and Specifications, which Plans and Specifications
shall be used to obtain the required building permits. If such submitted Plans and Specifications
are materially inconsistent with, or contain material modifications to, the Preliminary Plans and
Specifications (as such may have been previously approved pursuant to the terms of Section 3.1),
then such Plans and Specifications shall clearly indicate, by "ballooning", highlighting,
blacklining or describing in writing in sufficient detail in a memorandum accompanying such
Plans and Specifications, all such modifications to the Preliminary Plans and Specifications.
Within ten (10) business days of its receipt of such Plans and Specifications, Owner shall notify
Developer, in writing, describing, with specificity, the basis for such disapproval of any material
inconsistencies or material modifications of which the Owner disapproves between the proposed
Plans and Specifications and the Preliminary Plans and Specifications, it being agreed however,
that the Owner's failure to so notify Developer of its disapproval within such time period shall be
deemed to constitute the Owner's conclusive approval of such Plans and Specifications;
provided, however, that if Owner shall notify Developer within ten (10) business days following
its receipt that any of such inconsistencies or modifications to the Preliminary Plans and
Specifications are not indicated as required by this Section 3.2(a) or that the complexity of such
changes from the Preliminary Plans and Specifications necessitates an extension of such time
period to complete Owner's review, such period shall be extended to the date which is thirty (30)
days after Owner's receipt of the proposed inconsistencies or modifications; provided, further,
however, that Owner shall not be responsible for, and shall not be deemed to have approved, any
such material inconsistency or modification that is not indicated as required by this Section
3.2(a), except that when Developer advises Owner in writing, and Owner agrees with Developer
in writing, that the Plans and Specifications, as approved as herein provided above, are complete
and sufficient and suitable to construct, furnish and equip the entire Hotel in accordance with the
provisions of this Agreement, such written agreement shall be deemed to constitute the Owner's
conclusive approval of all the modifications and inconsistencies, whether or not the
modifications were highlighted, in such Plans and Specifications. Notwithstanding anything to
the contrary contained herein, Owner shall not object to any inconsistencies with or
modifications to the Preliminary Plans and Specifications which are necessitated by
Requirements or as a result of a drafting, coordination, mechanical or technical error in the
Preliminary Plans and Specifications.
(b) If Developer desires to modify previously approved Plans and
Specifications (as such may have been modified by approved Plans and Specifications),
Developer shall submit any such modified Plans and Specifications to Owner for Owner's
approval. Such modified Plans and Specifications shall clearly indicate, by "ballooning",
highlighting, blacklining or describing in writing in sufficient detail in a memorandum
accompanying such modified Plans and Specifications, all such proposed modifications to the
Plans and Specifications. Within ten (10) business days of its receipt of the proposed
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modifications, Owner shall notify Developer in wrItmg, with specificity of any material
inconsistencies or material modifications of which the Owner disapproves between the Plans and
Specifications as modified and the Plans and Specifications previously approved by Owner, it
being agreed however, that the Owner's failure to so notify Developer of its disapproval during
such time period shall be deemed to constitute the Owner's conclusive approval of such Plans
and Specifications; provided, however, that if Owner shall notify Developer within ten (10)
business days following its receipt that any of the proposed modifications to the Plans and
Specifications are not indicated as required by this Section 3.2(b) or that the complexity of the
proposed modifications necessitates an extension of such time period to complete Owner's
review, such period shall be extended to the date which is thirty (30) days after Owner's receipt
of the proposed modifications; provided, further, however, that Owner shall not be responsible
for, and shall not be deemed to have approved, any such proposed modification that is not
indicated as required by this Section 3.2(b). Notwithstanding anything to the contrary contained
herein, Owner shall not object to any modifications to the Plans and Specifications which are
necessitated by Requirements or as a result of a drafting, coordination, mechanical or technical
error in the Plans and Specifications. Such disapproval notice may, at Owner's option, include
alternatives to Developer's proposal which would not result in expenditures beyond those set
forth in the Development Budget for such work or may approve Developer's proposal at a
justified lower cost than proposed by Developer (as evidenced by a certificate from Owner's
Consultant that such lower cost is justified based on prices obtained from a qualified contractor
or subcontractor) .
(c) If Owner disapproves any material inconsistencies or material
modification in the Plans and Specifications from the Preliminary Plans and Specifications
pursuant to Section 3.2(a) above, or Owner disapproves any of the material modifications to or
material inconsistencies in the Plans and Specifications pursuant to Section 3.2(b) above, then
Developer shall, at its election either: (x) submit Owner's disapproval to expedited arbitration
pursuant to Section 3.7 and Section 22.1 as to the (i) materiality of the inconsistency or
modification and/or (ii) the reasonableness of the disapproval, (y) within thirty (30) days after
receiving the Owner's disapproval notice, submit revised Plans and Specifications or a revised
modification to the Plans and Specifications to meet Owner's objections, which revised Plans
and Specifications or revised modification shall be reviewed as provided in Section 3.2 (a) or
(b), as applicable, or (z) construct the Project in accordance with the modified Plans and
Specifications, subject to the provisions of Section 3.3.
Section 3.3 Right of Developer to Proceed with Disapproved Changes.
Any disapproval pursuant to Section 3.1(b), Section 3.2(a), or Section
3.2(b) shall be subject to arbitration as provided in Section 3.7 and Section 22.1, below. If the
arbitrator upholds Owner's objection to any inconsistency or modification submitted to
arbitration pursuant to Section 3.1(c) or 3.2(c) or Owner shall disapprove any proposed
modification to the Plans and Specifications pursuant to Section 3.2 above or shall approve
modifications at a justified lower cost than proposed by Developer (pursuant to the certificate
described in Section 3.2(b), above), and such disapproval or conditional approval shall not be
submitted to arbitration by Developer or, if submitted to arbitration, shall have been upheld by
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the arbitrator, then Developer may, if the inconsistency or modification will not diminish any of
the physical components or levels of quality of the Hotel, nevertheless Construct the Project in
accordance with the Plans and Specifications disapproved or conditionally approved by the
Owner; provided, however, that the inconsistency or modification complies with all applicable
Requirements and any cost overruns in the Development Budget resulting from the Construction
of the Project in accordance with such disapproved modifications (or in excess of the approved
cost if the proposed changes were approved at a lower cost) shall not constitute a Development
Cost Overrun and, accordingly, shall not be reimbursable to Developer as such under the Ground
Lease.
Section 3.4 Compliance with Requirements; Construction Standards.
(a) Notwithstanding anything to the contrary contained herein, the Plans and
Specifications shall comply with all applicable Requirements. It is Developer's responsibility to
assure such compliance. The Owner's approval in accordance with this Article of any Plans and
Specifications shall be deemed to be a determination by the Owner that the Plans and
Specifications so approved are in substantial conformity with the Proposal, but shall not be, and
shall not be construed as being, or relied upon as, a determination that such Plans and
Specifications comply with other applicable Requirements, including, without limitation, any
Requirements providing for the review and approval of the Plans and Specifications by any
Governmental Authority (in its governmental capacity as opposed to its proprietary capacity).
(b) Construction of the Project shall be carried out pursuant to Plans and
Specifications prepared by licensed architects and engineers, with controlled inspections
conducted by a licensed architect or professional engineer as required by applicable
Requirements.
Section 3.5 Budget and Change Orders.
(a) Developer has previously submitted to the Owner, and the Owner has
approved, a pre-construction budget and development budget for the Project (collectively, the
"Development Budget"), copies of which are attached hereto as Exhibit 3.5(a). Information
copies of any material modifications to the Development Budget shall be promptly delivered to
the Owner. Development Cost Overruns, if any, shall not be reimbursable to Developer out of
Hotel Revenue or Net Cash Flow After Debt Service, except if and to the extent such
reimbursement is expressly provided for in the Ground Lease.
(b) Notwithstanding anything to the contrary contained in this Agreement
(other than Section 3.9), after fifty percent (50%) of the Contingency has been exhausted, all
proposed change orders which would increase any line item for hard construction costs
(including FF&E) in the Development Budget by more than Twenty-Five Thousand Dollars
($25,000), the cost of which would be payable out of the Contingency or would constitute a
Development Cost Overrun, shall be subject to Owner's approval, which approval shall be
deemed granted if Owner shall not object to such proposed change order within ten (10) business
days after Owner's receipt of Developer's request therefor; provided, however, such approval is
not required if the modification is necessary: (1) to meet Requirements; (2) as a result of a
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drafting, coordination, mechanical or technical error in the Plans and Specifications; or (3) as a
result of price increases in materials, Building Equipment, Operating Equipment, FF &E, labor
and other hard construction costs. In addition, any increase in soft costs shall be reflected in the
periodic updates to the Development Budget, showing variances, as provided in Section
4.2(a)(v)(7). However, any increase in any soft costs category in the Development Budget, may
in the sole discretion of Developer be offset by a decrease in a soft cost category, but may not be
offset by a change order decreasing any hard cost category, without the consent of Owner. Any
such increased soft costs not so offset shall be a Development Cost Overrun, subject to the
overall limitation on Development Cost Overruns.
Section 3.6 Design and Decor.
Notwithstanding anything to the contrary contained in this Agreement (other than
Section 3.5(b) above with respect to Contingency expenditures), the Owner shall not have any
approval rights with respect to matters of interior design and decor of the Hotel except to the
extent the same are reflected in the Preliminary Plans and Specifications.
Section 3.7 Development Dispute.
Any dispute or disagreement between Owner and Developer arising prior
to the Hotel Opening Date with respect to the following matters (a "Development Dispute") shall
be finally resolved in accordance with the provisions of Section 22.1:
(a) Any dispute as to whether Developer's modifications to the Preliminary Plans and
Specifications or the Plans or Specifications pursuant to Section 3.1(b) or 3.2(a) or (b),
respectively, are material and/or materially inconsistent and are therefore subject to Owner's
approval;
(b) Any contention by Developer that Owner has unreasonably failed to approve or
give its consent to any modifications to the Preliminary Plans or Specifications pursuant to
Section 3.1(b), or the Plans and Specifications pursuant to Section 3.2(a) or (b); and
(c) Any contention by Developer that Owner has unreasonably failed to approve or
consent to a change order as to which Owner has approval rights pursuant to Section 3.5(b).
Section 3.8 Development Fee and Expenses. In consideration of the services to
be performed by Developer hereunder, Developer shall be entitled to a development fee equal to
(y) three percent (3%) of the actual Hotel Construction Costs minus (z) $1,450,000.00 (the
"Development Fee") as provided in the Development Budget. The Development Fee shall be
paid from time to time based upon Hotel Construction Costs incurred to date. In addition, actual
site management costs incurred by Developer shall be included in Hotel Construction Costs.
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Section 3.9 Pre-Approved Modifications.
(a) (i) Developer and Owner acknowledge and agree that the Plans and
Specifications will be modified to provide for the modification to the mechanical system for
guestroom heating, ventilation and air conditioning (the "Air Handling Modification") as more
fully described on Exhibit 3.9(a) and that the Air Handling Modifications shall be included in
the Project. Developer shall furnish to Owner for review and comment the change to the Plans
and Specifications or Preliminary Plans and Specifications required to implement the Air
Handling Modification.
(ii) The agreement in subsection (i), above, is based on the assumption
(the "Assumption") by Developer and Owner that (i) the Air Handling Modification can be
accomplished for a cost, including hard and soft costs, aggregating approximately $350,000.00;
and (ii) the implementation of the Air Handling Modification would not be likely to cause a
material delay or extension of the projected 22 month construction completion schedule.
Developer shall require the Architect and Developer's consultant, Jaros Bawn & Bolles to review
the Assumption. In the event that as a result of such review such firms notify Developer in
writing that in their professional judgment the Assumption is in error in any material respect, the
Developer may determine in its sole discretion, but after consultation with Owner's Consultant,
not to implement the Air Handling Modification. In such event, the term "Target Savings" shall
be deemed to be reduced to $500,000 for all purposes.
(b) Set forth on Exhibit 3.9(b) are a series of approved additive modifications (each
an "Approved Additive Modification"). Developer may, in its sole discretion, determine to
include in the Project an Approved Additive Modification and accordingly to modify the
Preliminary Plans and Specifications or the Plans and Specifications to the extent necessary to
implement an Approved Additive Modification without Owner's consent or approval.
(c) Set forth on Exhibit 3.9( c) are a series of approved deductive modifications (each,
an "Approved Deductive Modification"). Developer may, in its sole discretion, determine to
include an Approved Deductive Modification in the Project and accordingly to modify the
Preliminary Plans and Specifications or the Plans and Specifications to the extent necessary to
implement such Approved Deductive Modification without Owner's consent or approval.
(d) Set forth on Exhibit 3.9( d) are a series of conditionally approved deductive
modifications (each, a "Conditionally Approved Deductive Modification"). The Conditionally
Approved Deductive Modifications have been approved in concept by Owner and its consultants
as appropriate for the Project, but any changes to the Preliminary Plans and Specifications or the
Plans and Specifications necessary to implement a Conditionally Approved Deductive
Modification shall be subject to the prior approval of Owner in accordance with the provisions of
Section 3.2(b) and the other applicable provisions of this Agreement, except that Owner may not
object to any Conditionally Approved Deductive Modification on the ground that changes
effected thereby would be inappropriate or would adversely impact the quality of the Project.
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(e) The modifications to the Preliminary Plans and Specifications or the Plans and
Specifications implementing the Air Handling Modification, any Approved Additive
Modification, any Approved Deductive Modification and any Conditionally Approved Deductive
Modification will be prepared by Developer or its consultants and copies thereof will be
furnished to Owner, together with any change orders issued under Developer's Construction
Agreements, but, notwithstanding anything to the contrary in the Project Documents, except as
otherwise provided in subsection (d) above, Owner shall have no right to approve any such
Preliminary Plans and Specifications or Plans and Specifications or change order in respect
thereto. Any increase in Hotel Construction Costs as a result of (i) the Air Handling
Modification to the extent in excess of $350,000; or (ii) any Approved Additive Modification,
shall be accounted for in the Development Budget and, in the discretion of Developer, may be
charged to the Contingency or treated as a Development Cost Overrun, subject to the overall
limitation on Development Costs Overrun.
Section 3.10 Optional Deductive Modifications. From time to time, Developer may
implement additional deductive modifications to the Project with respect to matters other than
mechanical systems, electrical systems, plumbing systems, structural items and fire protection
(each such change being herein called an "Optional Deductive Modification"), subject to the
following provisions:
(i) Developer shall notify Owner of its intention to implement an Optional
Deductive Modification which notification shall include a description of change(s) to the
Plans and Specifications necessary to implement same, and the estimated savings in Hotel
Construction Costs resulting therefrom, supported by appropriate documentation.
(ii) The amount of the savings (Le., reductions in Hotel Construction Costs)
resulting from Optional Deductive Modifications is herein called "Optional Savings".
(iii) Developer shall have the right to implement Optional Deductive
Modification without any consent or approval of Owner under the Project Documents,
including, without limitation, any right to approve any modifications to the Preliminary
Plans and Specifications or the Plans and Specification in relation thereto; provided,
however, that the aggregate amount of Optional Savings which may be effected by all
Optional Deductive Modifications may not exceed the Target Savings. The term "Target
Savings" shall mean $850,000, subject to reduction as provided in Section 3.9(a)(ii).
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ARTICLE 4.
OWNER P ARTICIP ATION
Section 4.1 Owner's Right to Use Field Personnel.
The Owner reserves the right, at its sole cost and expense, to maintain one on-site
representative (from Owner's Consultant, the Owner or another entity designated by the Owner)
at the Project Site to conduct inspections of the Project Site (provided, however, that the Owner
shall be entitled to maintain additional on-site representatives from time to time to the extent
reasonably necessary to perform such inspections), and Developer agrees to provide safe access
to the Project Site, including, without limitation, access to inspect the Construction Work,
including, without limitation, the preparation work and work in progress wherever located. No
such inspection by the Owner's on-site representatives shall impose upon the Owner
responsibility or liability for any failure by Developer to observe any Requirements or safety
practices in connection with such Construction Work, or constitute an acceptance of any work
which does not comply with the provisions of this Agreement, and no such inspection shall
constitute an assumption by Owner of any responsibility or liability for the performance of
Developer's obligations hereunder, nor any liability arising from the improper performance
thereof. The Owner's on-site representatives shall not interfere with any Construction Work
being performed at the Project Site and shall comply with all safety standards and other job-site
rules and regulations of Developer. The Owner's on-site representative is an inspector only. The
on-site representative shall make only such communications with Developer's construction
manager(s), the General Contractor, its subcontractors, or any other Person involved in the
Construction of the Project, as are reasonably necessary to enable such on-site representative to
conduct its investigations, and in no event shall the on-site representative give directions to such
Persons. The Owner, at its expense, shall provide a separate trailer or similar separate office for
its on-site representative in a location at the Project Site mutually acceptable to Owner and
Developer, and Developer shall provide such services to such trailer or office as are customarily
provided at similar construction sites (Le., utilities and cleaning).
Section 4.2 Owner's Right to Notice, Access and Review.
(a) Developer acknowledges that the Owner has appointed the Owner's
Consultant as the Owner's consultant in connection with the Construction of the Project in
accordance with the terms of this Agreement. In connection therewith, Developer agrees to
cooperate fully with the Owner's Consultant. In furtherance thereof, Developer agrees that the
Owner's Consultant, and its authorized representatives, shall have such rights of notice, access
and review with respect to the Project and the Construction Agreements as is reasonably
necessary to achieve the foregoing (including, verifying on Owner's behalf that the Construction
of the Project is being conducted in accordance with the terms hereof), including, without
limitation, the following:
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(i) the opportunity for attendance by the Owner's Consultant at
regularly scheduled Construction Work meetings (which shall be scheduled not less frequently
than twice each month) and at any special meetings which Developer deems necessary in its
reasonable discretion as to change orders, delays and other material issues concerning the
Project;
(ii) the furnishing to the Owner's Consultant of an information copy of
all bid packages;
(iii) the inspection by the Owner's Consultant of all Construction Work
(in accordance with the provisions of Section 4.1);
(iv) the opportunity for attendance by the Owner's Consultant at the
interior design presentations given to Developer (or an equivalent presentation); and
(v) the delivery by Developer to the Owner's Consultant of two (2)
copies of:
(1) all agreements with contractors, subcontractors, suppliers,
vendors and other Persons supplying materials or services in connection with the Construction of
the Project in excess of $1,000,000, which shall be aggregated with respect to each Person
supplying materials or services;
(2) the Plans and Specifications (and modifications thereto,
with such modifications being clearly indicated, by "ballooning", highlighting, or blacklining on
the Plans and Specifications or describing in writing in sufficient detail in a memorandum
accompanying such modified Plans and Specifications), working drawings and change orders;
(3) all insurance certificates required by Article 7 of this
Agreement (including those of Developer and all contractors and subcontractors);
(4) all contractors' and subcontractors' requisitions for
payment and the general contractor's or construction manager's schedule of values;
(5) all drawdowns of equity and loan proceeds under the Loan
Documents;
(6) a monthly construction cost-to-date report reasonably
acceptable to Owner;
(7) all periodic (but not less than twice each month) updates to
the Development Budget, which updates shall show all variances; and
(8) all interior design control books.
To the extent the exercise of the Owner's rights hereunder requires the opportunity for review of
any documents or the opportunity for participation in any meetings, Developer agrees, without
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request therefor by the Owner, to promptly provide copies of such documents or notice of such
meetings to the Owner and the Owner's Consultant, as applicable, after receipt of the same by
Developer and reasonably in advance of any meetings to allow for appropriate travel
arrangements to the extent practical under the circumstances. If Owner's Consultant is not in
attendance, the meeting will proceed and Developer will promptly provide Owner's Consultant
with minutes of the meeting. The Owner's Consultant shall not interfere with any Construction
Work being performed at the Project Site and shall comply with all safety standards and other
job-site rules and regulations of Developer.
(b) Prior to the Commencement of Construction, Developer shall provide to
the Owner a construction schedule for each phase of the Project, which schedule shall be
prepared using the critical path method ("CPM"; such schedule, as it shall be amended from
time to time in accordance with the Construction Agreements, shall be referred to as the "CPM
Schedule"), including a CPM network diagram, for use in scheduling and controlling the
Construction. The CPM Schedule shall, at a minimum, show:
(i) the early and late start and stop times for each major construction
activity;
(ii) all "critical path" activities and their duration;
(iii) the sequencing of all procurement, approval, delivery and work
activities;
(iv) manpower levels;
(v) late order dates for all long lead time materials and equipment; and
(vi) critical Developer and Owner decision dates.
Developer shall promptly provide to the Owner's Consultant information copies
of the CPM Schedule. The CPM Schedule shall (1) be revised by Developer whenever there is a
material variance in the progress of the Construction from the then current CPM Schedule and
otherwise at appropriate intervals, but in no event less frequently than monthly and (2) provide
for expeditious and practicable execution of the Construction.
A copy of the CPM network diagram highlighting the completed and partially
completed activities and manpower schedule shall be maintained by Developer on a current
basis, at the Project Site, to accurately reflect the actual progress of the Construction and shall be
displayed at all times in a manner that is readily accessible to the Owner's Consultant. Three (3)
copies of the updated CPM Schedule, CPM network diagram and manpower schedule shall be
delivered to the Owner's Consultant promptly after the same have been revised as required
herein. The CPM network diagram shall reflect the actual progress of Construction to date. The
manpower schedule shall reflect actual manpower levels each week compared to manpower
levels set forth in the CPM Schedule.
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Developer shall keep the Owner's Consultant informed on a periodic (but not less
than twice per month) basis, unless circumstances dictate the need to do so more frequently, as to
actual progress made. Developer shall provide the Owner's Consultant with reasonable access to
the reports, logs and other systems in which Developer records or notes the daily progress of the
Construction Work. Developer shall inform the Owner's Consultant of any deviation from the
CPM Schedule which, in Developer's good faith determination, is likely to cause a material
delay in the Substantial Completion of the Project (as shown on the current CPM Schedule),
within three (3) business days after such deviation becomes apparent to Developer.
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ARTICLE 5.
MISCELLANEOUS CONSTRUCTION PROVISIONS
Section 5.1 Title to the Improvements.
(a) As more fully described in the Declaration, the Improvements other than
the Public Areas shall constitute the property of Developer, and the Public Areas shall constitute
the property of the Owner.
(b) Contemporaneously with the execution hereof, the Owner has conveyed to
Developer title to the improvements described on Exhibit 5.I(b) attached hereto (the "St.
Moritz"). The Owner has not made and does not make any representations as to the physical or
structural condition, value, adequacy or fitness for use of any equipment or systems in the St.
Moritz, or the presence on or about the St. Moritz of any substance or material which is or may
hereafter be subject to any Environmental Laws, including, without limitation, Hazardous
Materials, or any other matter or thing affecting or related to the St. Moritz, and Developer
hereby expressly acknowledges that no such representations have been made, and Developer
further acknowledges that it has inspected the St. Moritz and agrees to take the same "as is", in
such condition as the same may be in on the date of delivery of the deed thereto. The foregoing
is subject to the provisions of Section 35.3(b) of the Ground Lease.
Section 5.2 Names of Contractors, Materialmen, etc.
Developer shall furnish the Owner, within ten (10) days after the end of each
month, with a list of each contractor, subcontractor, vendor and supplier who is performing any
labor or supplying any materials in excess of $1,000,000 in connection with Construction of the
Project. The list shall state the name and address of each such contractor, subcontractor, vendor
and supplier and in what capacity each such Person is performing work at the Project Site. All
Persons employed by Developer with respect to Construction of the Project shall be paid, without
subsequent deduction or rebate unless expressly authorized by Requirements, not less than the
relevant prevailing wage as prescribed by the Davis-Bacon Act, 40 V.S.C. ~ 276(a).
Section 5.3 Construction Agreements.
(a) Required Clauses. All Construction Agreements which provide for the
performance of labor on the Project Site shall include the following provisions (or language
substantially similar thereto which is approved in advance by the Owner); provided, however,
that any Construction Agreement having aggregate payments of $1,000,000 or less shall not be
required to include the provisions set forth in paragraph (i) below:
(i) an agreement by the Contractor to provide, prior to the
commencement of its portion of the work, and maintain during the performance thereof, the
insurance set forth on Exhibit 5.3(a) attached hereto. Such Contractor shall procure an
appropriate clause in, or endorsement on, any policy of insurance carried by it pursuant to which
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the insurance company waives subrogation or consents to a waiver of right of recovery consistent
with the release, discharge, exoneration and covenants not to sue contained herein. Original
Certificates of Insurance, in quadruplicate (all of which shall be original signed counterparts) and
including the Miami Beach Redevelopment Agency (and any successor Owner) and the City, as
additional insureds (the "Certificate of Insurance"), shall be furnished to Developer by
Contractor prior to commencement of work, denoting all insurance required of Contractor
pursuant to the terms of the Contract. The Contractor shall secure an original Certificate of
Insurance from each of its sub-contractors and/or suppliers with limits of liability equal to those
carried by the Contractor.;
(ii) "Contractor hereby waives all rights of recovery, claims, actions or
causes of action against the Miami Beach Redevelopment Agency (and any successor Owner),
the City of Miami Beach, Florida and their respective elected and appointed officials (including,
without limitation, the Owner's Chairman and Members and the City's Mayor and City
Commissioners), directors, officials, officers, shareholders, members, employees, successors,
assigns, agents, contractors, subcontractors, experts, licensees, lessees, mortgagees, trustees,
partners, principals, invitees and affiliates, for any loss or damage to property of Contractor
which may occur at any time in connection with the Project."
(iii) "To the fullest extent permitted by law, Contractor shall and does
hereby indemnify and hold harmless the Miami Beach Redevelopment Agency (and any
successor Owner), the City of Miami Beach, Florida and their respective elected and appointed
officials (including the Owner's Chairman and Members and the City's Mayor and City
Commissioners), directors, officials, officers, shareholders, members, employees, successors,
assigns, agents, contractors, subcontractors, experts, licensees, lessees, mortgagees, trustees,
partners, principals, invitees and affiliates, from and against any and all liability, claims,
demands, damages, losses, fines, penalties, expenses and costs of every kind and nature,
including, without limitation, costs of suit and attorneys' fees and disbursements (collectively,
"Expenses"), resulting from or in any manner arising out of, in connection with or on account of:
(1) any act, omission, fault or neglect of Contractor, or anyone employed by it in connection with
the work or any phase thereof, or any of its agents, contractors, subcontractors, employees,
invitees or licensees in connection with the work, or anyone for whose acts any of them may be
liable, (2) claims of injury (including physical, emotional, economic or otherwise) to or disease,
sickness or death of persons or damage to property (including, without limitation, loss of use
resulting therefrom) occurring or resulting directly or indirectly from the work or any portion
thereof or the activities of Contractor or anyone employed by it in connection with the work, or
any portion thereof, or any of its respective agents, contractors, subcontractors, employees,
invitees or licensees in connection with the work, or anyone for whose acts any of them may be
liable, or (3) mechanics' or materialmen's or other liens or claims (and all costs or expenses
associated therewith) asserted, filed or arising out of the work or any phase thereof other than
liens or claims arising out of Developer's failure to make the required payments properly due
Contractor. In no event shall Contractor be able to seek or be entitled to consequential damages
(including, without limitation, loss of profits or loss of business opportunity) for claims arising
under this contract. This indemnification obligation shall not be limited in any way by: (x) any
limitation on the amount or type of damages, compensation or benefits payable to Contractor
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under worker's compensation acts, disability benefit acts or other employee benefit acts or other
insurance provided for by this contract; or (y) the fact that the Expenses were caused in part by a
party indemnified hereunder. The Contractor further agrees that this indemnification shall be
made a part of all contracts and purchase orders with sub-contractors or material suppliers. The
indemnification agreement included in this contract is to be assumed by all sub-contractors.";
(iv) (I) the right of Developer to assign to the Owner, subject and
subordinate to the rights of Lender, the contract and Developer's rights thereunder, at the
Owner's request, without the consent of the Contractor, and (2) that without the necessity of such
assignment and without thereby assuming any of the obligations of Developer under the contract
occurring prior to such assignment and/or purchase order, except for Developer's payment
obligations, the Owner shall have the right to enforce the full and prompt performance by the
Contractor of such Contractor's obligations under the contract;
(v) "Contractor agrees to comply with all laws and requirements
applicable to Contractor and the Project, including, without limitation, the Davis-Bacon Act.";
(vi) "Upon an Event of Default by Developer resulting in a termination
of that certain Agreement of Lease between Developer and Owner, dated as of September 20,
1996, pursuant to which Developer (as tenant) has agreed to lease the land on which the Hotel is
to be constructed, Contractor will, at the option of the Miami Beach Redevelopment Agency,
subject and subordinate to the rights of Lender, be terminated or Contractor will honor this
agreement as if this agreement had been originally entered into with the Miami Beach
Redevelopment Agency.";
(vii) "Nothing contained in this contract is in any way intended to be a
waiver of the prohibition on Contractor's ability to file liens against property of the Miami Beach
Redevelopment Agency, or of any other constitutional, statutory, common law or other
protections afforded to public bodies or governments.";
(viii) "Upon an Event of Default by Developer resulting in a termination
of that certain Agreement of Lease between Developer and Owner, dated as of September 20,
1996, pursuant to which Developer (as tenant) has agreed to lease the land on which the Hotel is
to be constructed, all covenants, representations, guarantees and warranties of Contractor
hereunder shall be, subject and subordinate to the rights of Lender, deemed to be made for the
benefit of the Miami Beach Redevelopment Agency (and the Miami Beach Redevelopment
Agency shall be deemed to be a third-party beneficiary hereof) and shall be, subject and
subordinate to the rights of Lender, enforceable by the Miami Beach Redevelopment Agency.";
(ix) "Unless and until the Miami Beach Redevelopment Agency
expressly assumes the obligations of the Developer under this contract (and then only to the
extent the same arise from and after such assumption), the Miami Beach Redevelopment Agency
shall not be a party to this contract and will in no way be responsible to any party for any claims
of any nature whatsoever arising or which may arise in connection with such contract."; and
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(x) "Contractor hereby agrees that notwithstanding that Contractor
performed work at the Project Site or any part thereof, the Miami Beach Redevelopment Agency
shall not be liable in any manner for payment or otherwise to Contractor in connection with the
work performed at the Project Site, except to the extent the Miami Beach Redevelopment
Agency expressly assumes the obligations of Developer hereunder (and then only to the extent
such obligations arise from and after such assumption)."
Section 5.4 Demolition of the Project Site.
Except as necessary and as provided in the Plans and Specifications in connection
with Construction of the Project or as part of a Casualty Restoration or Condemnation
Restoration or as may be otherwise permitted under this Agreement or the Ground Lease,
Developer shall not demolish any portion of the Project Site. Any demolition permitted
hereunder shall be performed in accordance with all applicable Requirements.
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ARTICLE 6.
FINANCING OF PROJECT CONSTRUCTION
AND DISBURSEMENT PROCEDURES
Section 6.1 Owner's Contributions.
(a) The Owner has issued $45,205,000.00 principal amount of Tax Increment
Revenue Bonds (City Center/Historic Convention Village) (the "Bonds") under the provisions
of Resolution No. 150-94 adopted by the Owner on January 5, 1994, as supplemented by
Resolution No.245-96 adopted by the Owner on June 5, 1996 (collectively, the "Bond
Resolution") and Resolution No. 94-21008 adopted by the City on January 5, 1994, as
supplemented by Resolution No. 96-21993 adopted by the City on June 5, 1996. Proceeds of the
Bonds in the amount of $40,315,689.23 have been deposited with First Union National Bank of
Florida, as trustee (the "Trustee") in the Acquisition and Construction Fund established under
the Bond Resolution (the "Construction Fund") to be applied in accordance with the provisions
of the Bond Resolution.
(b) The Owner has entered into an agreeement with the U.S. Department of
Housing and Urban Development pursuant to which Owner will obtain loan guarantees which
will enable Owner to obtain loans in the approximate amount of $10,000,000.00 (the "HUD
Funds").
(c) $31,900,000.00 of the foregoing funds (collectively, "Owner's
Contribution") shall be disbursed at one time to Bankers Trust Company, as escrow agent for
the Owner, concurrently with the deposit of the Developer's Funded Equity with Bankers Trust
Company. The Owner's Contribution and interest thereon shall be held by Bankers Trust
Company and applied to fund the costs of certain portions of the Hotel as described in Exhibit
6.1(c) hereto in accordance with the provisions of and subject to the limitations contained in this
Agreement and the BTC Loan Documents. Prior to such disbursement, the Owner and Bankers
Trust Company shall enter into an agreement satisfactory to Bankers Trust Company and Owner
with respect to the Owner's Contribution;
(d) Owner shall cause $100,000.00 of the foregoing funds to be disbursed by
the Trustee to fund the costs of the public improvements described in Exhibit 6.1(d).
(e) Owner shall cause an aggregate of approximately $15,579,279.00
consisting of a portion of the foregoing funds and State of Florida grant moneys, plus such
additional funds as shall be necessary, to fund the cost of the construction of the "Project" and
the "16th Street Opening" (as such terms are defined in the Garage Development Agreement).
(f) Developer agrees to deliver to the Owner upon completion of the Project a
certificate of an authorized official of the Developer, certifying that the cost of the improvements
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allocable to the Owner pursuant to Exhibit 6.1(c) hereto equals or exceeds the amount of the
Owner's Contribution, which certificate shall be conclusive and binding upon the parties hereto.
To the extent that the amount of the Owner's Contribution is greater than the cost of such
improvements as shown on such certificate, such excess Owner's Contribution shall be returned
to the Owner to be used for any lawful purpose.
(g) The parties hereto agree and acknowledge that to the extent the Project
shall not be completed in accordance with the terms hereof, Developer's Funded Equity shall be
deemed to be applied to the costs of the Project prior to any portion of the Owner's Contribution
being applied to the same.
Section 6.2 Developer's Contributions.
Developer has provided the sum of $15,000,000 in respect of the Funded Equity
and an additional sum of $3,000,000 in respect of potential Development Cost Overruns.
Section 6.3 Fees
(a) Agency agrees hereby to assume payment responsibility for any and all
Permits, now or hereafter, required to be obtained from the City for the construction of the Hotel,
which include, without limitation, building permit applications, inspection, certification, impact
and connection fees that the City may levy by or through its Public Works Department
(including, without limitation, water and sewer fees) and those fees listed on Exhibit 6.3(a)
attached hereto and made a part hereof and in the City of Miami Beach Building Department Fee
Schedule, as amended through September 16, 1992 by Ordinance Number 92-2796, or the most
current edition adopted by the City, which fee schedule is hereby incorporated by reference and
made a part of this Agreement. Agency shall remain responsible for payment of said fees
notwithstanding any and all modifications or changes in price structure as imposed by the City or
any other Governmental Authority authorized to impose such fees. Agency acknowledges that
the Developer's predecessor has paid all applicable fees thus far in the interest of expediting the
City of Miami Beach Design Review Board and City of Miami Beach Historic Preservation
Board applications, and Agency agrees to reimburse Developer for any and all application fees or
any other fees paid by its predecessor or for which Developer otherwise qualifies promptly
following the date hereof.
In addition, Agency agrees to pay the road impact fee, now or hereafter imposed by
Metropolitan Dade County pursuant to Chapter 33(e) of Metropolitan Dade County Code, and
Ordinance No. 89-53, Section 1, dated June 6, 1989, and Ordinance 94-134, Section 1, dated
June 21, 1994, as updated.
(b) Agency agrees to pay the impact, connection and service fees, now or hereafter,
imposed by Miami Dade Water and Sewer Authority pursuant to Ordinance No. 88-112,
Section 1, Subchapter 7, dated December 6, 1988, as updated on behalf of Developer, any road
impact or code compliance fee imposed by Metropolitan Dade County (collectively, the
"Connection Fees"). Developer agrees to reimburse the Agency for the Connection Fees,
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together with interest thereon at eight and fifty one hundredths percent (8.50%) per annum in 360
equal monthly installments of principal and interest of Two Thousand Four Hundred
Thirty-Seven 06/100 Dollars ($2,437.06) commencing on the Hotel Opening Date.
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ARTICLE 7.
INSURANCE
Developer shall, in accordance with the Ground Lease, carry or cause to be carried the insurance
required under Section 7.10 of the Ground Lease, including the relevant provisions of Sections
7.2,7.3,7.6 and 7.14 of the Ground Lease.
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ARTICLE 8.
DAMAGE, DESTRUCTION AND RESTORATION
Section 8.1 Casualty.
If the Project Site is damaged or destroyed in whole or in part by fire or other
casualty, the provisions of the Ground Lease applicable to damage or destruction by fire or other
casualty to the "Premises" described under the Ground Lease shall govern the rights and
obligations of Developer, Owner and any Recognized Mortgagee hereunder.
Section 8.2 Effect of Casualty on This Agreement.
Except as provided in Section 8.1 or the Ground Lease, this Agreement shall not
terminate, be forfeited or be affected in any manner, by reason of any damage to, or total or
partial destruction of, or untenantability of the Project Site or any part thereof resulting from such
damage or destruction.
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ARTICLE 9.
CONDEMNATION
Section 9.1 Taking.
If all or any portion of the Project Site is taken for any public or quasi-public
purpose by any lawful power or authority by the exercise of the right of condemnation or
eminent domain or by agreement among Owner, Developer, any Recognized Mortgagee and
those authorized to exercise such right, the provisions of the Ground Lease applicable to such
taking of the "Premises" described under the Ground Lease shall govern the rights and
obligations of Developer, Owner and any Recognized Mortgagee hereunder.
Section 9.2 Effect of Taking on This Agreement.
Except as provided in Section 9.1 or the Ground Lease, this Agreement shall not
terminate, be forfeited or be affected in any manner, by reason of any taking of the Project Site or
any part thereof.
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ARTICLE 10.
RIGHTS OF RECOGNIZED MORTGAGEE
Section 10.1 Notice and Right to Cure Developer's Defaults.
(a) Owner shall give to the Recognized Mortgagee and/or Affiliate Mortgagee
a copy of each notice of Default at the same time as it gives notice of such Default to Developer,
and no such notice of Default shall be deemed effective with respect to any Recognized
Mortgagee or Affiliate Mortgagee unless and until a copy thereof shall have been so received by
or refused by such Recognized Mortgagee or Affiliate Mortgagee, as applicable. All such
notices to a Recognized Mortgagee or Affiliate Mortgagee shall be sent as set forth in Section
1l.4(a) of the Ground Lease. Owner shall also give the Recognized Mortgagee or Affiliate
Mortgagee notice ("Notice of Failure to Cure") in the event Developer fails to cure a Default
within the period, if any, provided in this Agreement for such cure, promptly following the
expiration of such period (i.e., an Event of Default).
(b) The Recognized Mortgagee shall have a period of sixty (60) days after
receipt of the Notice of Failure to Cure, in the case of any Event of Default, to (1) cure the Event
of Default referred to in the Notice of Failure to Cure or (2) cause it to be cured, subject to the
same additional time periods provided to Developer pursuant to the provisions of Section
19.1(b). Nothing contained herein shall be construed as imposing any obligation upon any
Mortgagee to so perform or comply on behalf of Developer.
(c) Owner shall accept performance by a Mortgagee of any covenant,
condition or agreement on Developer's part to be performed hereunder with the same force and
effect as though performed by Developer.
(d) Notwithstanding any other provision of this Agreement, no payment made
to Owner by any Mortgagee shall constitute the Mortgagee's agreement that such payment was,
in fact, due under the terms of this Agreement.
(e) Notwithstanding the foregoing proVISIons of this Section 10.1, if a
Recognized Mortgagee fails (for any reason) to cure any Event of Default by Developer within
thirty (30) days following receipt of the Notice of Failure to Cure regarding such Event of
Default, then Owner may, but shall be under no obligation to, perform the obligation of
Developer the breach of which gave rise to such Event of Default (including, without limitation,
the performance of any of the obligations of Developer under any Construction Agreement),
without waiving or releasing Developer from its obligations with respect to such Event of
Default. Developer hereby grants Owner access to the Project Site in order to perform any such
obligation. Any amount paid by Owner in performing Developer's obligations as provided in
this Section 10.1(e), including, without limitation, all costs and expenses incurred by Owner in
connection therewith, shall be reimbursed to Owner within thirty (30) days following Owner's
demand therefor, together with a late charge on amounts actually paid by Owner, calculated at
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the Late Charge Rate from the date of notice of any such payment by Owner to the date on which
payment of such amounts is received by Owner.
(f) If there is more than one Recognized Mortgagee, only that Recognized
Mortgagee, to the exclusion of all other Recognized Mortgagees, whose Recognized Mortgage is
most senior in lien shall be recognized as having rights under this Article 10, unless such first
priority Recognized Mortgagee has designated in writing to Owner a Recognized Mortgagee
whose Mortgage is junior in lien to exercise such right.
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ARTICLE 11.
NO SUBORDINATION
Owner's Interest in the Premises, including, without limitation, Owner's interest
in the Ground Lease and this Agreement, as the same may be modified, amended or renewed,
shall not be subject or subordinate to (a) any Mortgage now or hereafter existing, (b) any other
liens or encumbrances hereafter affecting Developer's Interest in the Premises and Developer's
interest in this Agreement or (c) any sublease or any mortgages, liens, or encumbrances now or
hereafter placed on any subtenant's interest in the Project Site. Developer's Interest in the
Premises and this Agreement and all rights of Developer hereunder are and shall be subject to the
Title Matters as set forth on Exhibit 2.1 to the Ground Lease.
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ARTICLE 12.
MAINTENANCE AND REPAIR
Section 12.1 Maintenance of Project Site.
(a) Maintenance and Repair. (i) Developer shall take good care of, and keep
and maintain, the Project Site in good and safe order and condition, and shall make all repairs
reasonably necessary to keep the Project Site in good and safe order and condition.
(ii) Developer shall not commit, and shall use all reasonable efforts to
prevent waste, damage or injury to the Project Site, except with respect to the construction of the
Project (but subject, however, to the provisions of Section 12.1(a)(i) hereof).
(b) Cleaning of Project Site. Developer shall keep clean and free from
rubbish all areas of the Project Site.
(c) Other Areas. Developer shall promptly rectify any damage or interference
caused by Developer to any improvements, equipment, structures or vegetation outside of the
Project Site which is owned or controlled by Owner or the City. The City or the Owner shall
promptly rectify any damage or interference caused by the City or the Owner to the Project Site.
Section 12.2 Waste Disposal.
Developer shall dispose of waste from all areas of the Project Site in accordance
with Requirements and in a prompt, sanitary and aesthetically reasonably inoffensive manner.
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ARTICLE 13.
REQUIREMENTS
Section 13.1 Requirements.
(a) Obligation to Comply. In connection with any Construction Work, and
with the maintenance, management, use, construction and operation of the Project Site and
Developer's performance of its obligations hereunder, Developer shall comply promptly with all
Requirements, without regard to the nature of the work required to be done, whether
extraordinary or ordinary, and whether requiring the removal of any encroachment (but
Developer may seek to obtain an easement in order to cure an encroachment, if permitted by
Requirements), or affecting the maintenance, use or occupancy of the Project Site, or involving
or requiring any structural changes or additions in or to the Project Site and regardless of whether
such changes or additions are required by reason of any particular use to which the Project Site,
or any part thereof, may be put. No consent to, approval of or acquiescence in any plans or
actions of Developer by Owner, in its proprietary capacity as Owner, or Owner's designee shall
be relied upon or construed as being a determination that such are in compliance with the
Requirements, or, in the case of construction plans, are structurally sufficient, prudent or in
compliance with the Requirements.
(b) Definition.
"Requirements" means:
(i) any and all laws, constitutions, rules, regulations, orders,
ordinances, charters, statutes, codes, executive orders and requirements of all Governmental
Authorities having jurisdiction over a Person and/or the Project Site or any street, road, avenue or
sidewalk comprising a part of, or lying in front of, the Project Site or any vault in, or under the
Project Site (including, without limitation, any of the foregoing relating to handicapped access or
parking, the Building Code of the City and the laws, rules, regulations, orders, ordinances,
statutes, codes and requirements of any applicable Fire Rating Bureau or other body exercising
similar functions);
(ii) the temporary and/or permanent certificate or certificates of
occupancy issued for the Project Site as then in force;
(iii) the requirements of the Davis-Bacon Act (40 U.S.C. ~ 276(a)) and
the requirements of the City of Miami Beach Ordinance No. 94-2960; and
(iv) any and all provisions and requirements of any property, casualty
or other insurance policy required to be carried by Developer under this Agreement.
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ARTICLE 14.
DISCHARGE OF LIENS
Section 14.1 Creation of Liens.
1. (a) Developer shall not create, cause to be created, or suffer or permit to exist
(1) any lien, encumbrance or charge upon this Agreement, the Project Site or any part thereof or
appurtenance thereto, which is not removed within the time period required pursuant to
Section 14.2, (2) any lien, encumbrance or charge upon any assets of, or funds appropriated to,
Owner, or (3) any other matter or thing whereby Owner's Interest in the Premises or any part
thereof or appurtenance thereto might be materially impaired. Notwithstanding the above,
Developer shall have the right to execute Mortgages and other loan documents, subleases and
other instruments (including, without limitation, equipment leases) as provided by, and in
accordance with, the provisions of the Ground Lease, including, without limitation, any liens on
FF&E.
(b) Owner shall not create, cause to be created, or suffer or permit to exist (1)
any lien, encumbrance upon this Agreement, the Ground Lease or the income therefrom (except
as expressly provided in the Ground Lease), the Project Site, or any part thereof or appurtenance
thereto, which is not removed within the time period required pursuant to Section 14.2, (2) any
lien, encumbrance or charge upon any assets of, or funds appropriated to, Developer, or (3) any
other matter or thing whereby Developer's Interest in the Premises any part thereof or
appurtenant thereto might be materially impaired.
Section 14.2 Discharge of Liens.
(a) If any mechanic's, laborer's, vendor's, materialman's or similar statutory
lien (including tax liens, provided the underlying tax is an obligation of Developer by the
Requirements or by a provision of this Agreement) is filed against the Project Site or any part
thereof, or if any public improvement lien created, or caused or suffered to be created by
Developer shall be filed against any assets of, or funds appropriated to, Developer or Owner,
Developer shall, within thirty (30) days after Developer receives notice of the filing of such
mechanic's, laborer's, vendor's, materialman's or similar statutory lien or public improvement
lien, cause it to be discharged of record by payment, deposit, bond, order of a court of competent
jurisdiction or otherwise. However, Developer shall not be required to discharge any such lien if
Developer shall have (a) furnished Owner with, at Developer's option, a cash deposit, bond,
letter of credit from an Institutional Lender (in form reasonably satisfactory to Owner) or other
security (such as a personal guaranty or title company indemnity) reasonably satisfactory to
Owner, in an amount sufficient to pay the lien with interest and penalties and (b) brought an
appropriate proceeding to discharge such lien and is prosecuting such proceeding with diligence
and continuity; except that if, despite Developer's efforts to seek discharge of the lien, Owner
reasonably believes that a court judgment or order foreclosing such lien is about to be entered or
granted and so notifies Developer, Developer shall, within ten (10) days of notice to such effect
from Owner (but not later than three (3) business days prior to the entry or granting of such
judgment or order of foreclosure), cause such lien to be discharged of record or Owner may
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thereafter discharge the lien in accordance with Section 18.2 and look to the security furnished
by Developer for reimbursement of its cost in so doing.
(b) Notwithstanding anything to the contrary contained in Section 14.2(a), if
any mechanic's, laborer's, vendor's, materialman's or similar statutory lien (including tax liens,
provided the underlying tax is an obligation of Owner by Requirements or by a provision of this
Agreement) is filed against the Project Site or any part thereof or Developer's Interest in the
Premises pr Owner's Interest in the Premises as a result of any action of Owner, its officers,
employees, representatives or agents, Owner shall, within thirty (30) days after Owner receives
notice of the filing of such mechanic's, laborer's, vendor's, materialman's or similar statutory
lien, cause it to be discharged of record by payment, deposit, bond, order of a court of competent
jurisdiction or otherwise. However, Owner shall not be required to discharge any such lien if
Owner shall have (i) furnished Developer with, at Owner's option, a cash deposit, bond, letter of
credit from an Institutional Lender (in form reasonably satisfactory to Developer) or other
security (such as a personal guaranty or title company indemnity) reasonably satisfactory to
Developer, in an amount sufficient to pay the lien with interest and penalties and (ii) brought an
appropriate proceeding to discharge such lien and is prosecuting such proceeding with diligence
and continuity; except that if, despite Owner's efforts to seek discharge of the lien, Developer
reasonably believes that a court judgment or order foreclosing such lien is about to be entered or
granted and so notifies Owner, Owner shall, within ten (10) days of notice to such effect from
Developer (but not later than three (3) business days prior to the entry or granting of such
judgment or order of foreclosure), cause such lien to be discharged of record or Developer may
thereafter discharge the lien in accordance with Section 18.2 and look to the security furnished
by Owner for reimbursement of its cost in so doing.
Section 14.3 No Authority to Contract in Name of Owner.
Nothing contained in this Article shall be deemed or construed to constitute the
consent or request of Owner, express or implied, by implication or otherwise, to any contractor,
subcontractor, laborer or materialman for the performance of any labor or the furnishing of any
materials for any specific improvement of, alteration to, or repair of, the Project Site or any part
thereof. Notice is hereby given, and Developer shall cause all Construction Agreements to
provide, that to the extent enforceable under Florida law, Owner shall not be liable for any work
performed or to be performed at the Project Site or any part thereof for Developer or for any
subtenant or for any materials furnished or to be furnished to the Project Site or any part thereof
for any of the foregoing, and no mechanic's, laborer's, vendor's, materialman's or other similar
statutory lien for such work or materials shall attach to or affect Owner's Interest in the Premises
or any part thereof or any assets of Owner. The foregoing shall not require Developer to request
advance waivers of lien from contractors or subcontractors.
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ARTICLE 15.
NO LIABILITY FOR INJURY OR DAMAGE ETC.
The provisions of Article 19 of the Ground Lease shall be applicable to this
Agreement as if the references to the "Premises" in such Article 19 were references to the
"Project Site".
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ARTICLE 16.
INDEMNIFICATION
Section 16.1 Indemnification Generally.
The provisions of Article 20 of the Ground Lease shall be applicable to this
Agreement as if the references to the "Premises" in such Article 20 were references to the
"Project Site".
Section 16.2 Governs Agreement.
The provisions of this Article shall govern every other prOVISIOn of this
Agreement. The absence of explicit reference to this Article in any particular provision of this
Agreement shall not be construed to diminish the application of this Article to such provision.
Section 16.3 Survival.
The provisions of this Article shall survive the expiration of the Term of this
Agreement.
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ARTICLE 17.
CERTIFICATES BY OWNER AND DEVELOPER
Upon request for reasonable purposes, either party shall provide a written
statement to the requesting party certifying as to the relevant information required pursuant to
Article 27 of the Ground Lease with respect to this Agreement and the date to which amounts
payable hereunder by either party have been paid.
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ARTICLE 18.
RIGHT TO PERFORM THE OTHER PARTY'S COVENANTS
Section 18.1 Right to Perform Other Party's Obligations.
(a) If an Event of Default shall occur, Owner may, but shall be under no
obligation to, perform the obligation of Developer the breach of which gave rise to such Default,
without waiving or releasing Developer from any of its obligations contained herein, provided
that Owner shall exercise such right only in the event of a bona fide emergency or after five (5)
business days notice, and Developer hereby grants Owner access to the Project Site in order to
perform any such obligation.
(b) If a default by Owner under this Agreement shall occur and be continuing
beyond any applicable grace period, Developer may, but shall be under no obligation to, perform
the obligations of Owner (other than those which are governmental as opposed to proprietary
obligations) the breach of which gave rise to such default, without waiving or releasing Owner
from any of its obligations contained herein, provided that Developer shall exercise such right
only in the event of a bona fide emergency or after five (5) business days notice to Owner or the
City, as applicable.
Section 18.2 Discharge of Liens.
(a) If Developer fails to cause any mechanic's, laborer's, vendor's,
materialman's or similar statutory lien (including tax liens, providing the underlying tax is an
obligation of Developer by law or by a provision of this Agreement) to be discharged of record
in accordance with the provisions of Article 14, Owner may, but shall not be obligated to,
discharge such lien of record either by paying the amount claimed to be due or by procuring the
discharge of such lien by deposit or by bonding proceedings. If all or a portion of Owner's
Interest in the Premises or Owner's title is threatened or a material interest of Owner is impaired,
Owner may also, if Developer has not done so (or bonded such lien), compel the prosecution of
an action for the foreclosure of such lien by the lienor and the payment of the amount of the
judgment in favor of the lienor with interest, costs and allowances.
(b) If Owner fails to cause any mechanic's, laborer's, vendor's, materialman's
or similar statutory lien (including tax liens, providing the underlying tax is an obligation of
Owner by law or by a provision of this Agreement) to be discharged of record in accordance with
the provisions of Article 14, Developer may, but shall not be obligated to, discharge such lien of
record either by paying the amount claimed to be due or by procuring the discharge of such lien
by deposit or by bonding proceedings. If Developer's Interest in the Premises (or any portion
thereof) is threatened or a material interest of Developer is impaired, Developer may also, if
Owner has not done so (or bonded such lien), compel the prosecution of an action for the
foreclosure of such lien by the lienor and the payment of the amount of the judgment in favor of
the lienor with interest, costs and allowances.
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Section 18.3 Reimbursement For Amounts Paid Pursuant to this Article.
(a) Any amount paid by Owner in performing Developer's obligations as
provided in this Article, including all costs and expenses incurred by Owner in connection
therewith, shall be reimbursed to Owner within thirty (30) days of Owner's demand, together
with a late charge on amounts actually paid by Owner, calculated at the Late Charge Rate (as
defined in the Ground Lease) from the date of notice of any such payment by Owner to the date
on which payment of such amounts is received by Owner.
(b) Any amount paid by Developer in performing Owner's obligations as
provided in this Article, including all costs and expenses incurred by Developer in connection
therewith, shall be reimbursed to Developer within thirty (30) days of Developer's demand,
together with a late charge on amounts actually paid by Developer, calculated at the Late Charge
Rate from the date of notice of any such payment by Developer to the date on which payment of
such amounts is received by Developer.
Section 18.4 Waiver, Release and Assumption of Obligations.
(a) Owner's payment or performance pursuant to the provisions of this Article
shall not be, nor be deemed to constitute, Owner's assumption of Developer's obligations to pay
or perform any of Developer's past, present or future obligations hereunder.
(b) Developer's payment or performance pursuant to the provisions of this Article
shall not be, nor be deemed to constitute, Developer's assumption of Owner's obligations to pay
or perform any of Owner's past, present or future obligations hereunder.
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ARTICLE 19.
EVENTS OF DEF AUL T, CONDITIONAL
LIMITATIONS, REMEDIES, ETC.
Section 19.1 Definition.
Each of the following events shall be an "Event of Default" hereunder:
(a) an Event of Default under the Ground Lease which results in a termination
thereof;
(b) if Developer shall default in the observance or performance of any term,
covenant or condition of this Agreement on Developer's part to be observed or performed and, if
no cure period is expressly provided for herein, Developer shall fail to remedy such Default
within thirty (30) days after notice by Owner of such Default (the "Default Notice"), or if such a
Default is of such a nature that it cannot reasonably be remedied within thirty (30) days (but is
otherwise susceptible to cure), Developer shall not (i) within thirty (30) days after the giving of
such Default Notice, advise Owner of Developer's intention to institute all steps necessary (and
from time to time, as reasonably requested by Owner, Developer shall advise Owner of the steps
being taken) to remedy such default (which such steps shall be reasonably designed to effectuate
the cure of such Default in a professional manner), and (ii) thereafter diligently prosecute to
completion all such steps necessary to remedy the same;
(c) to the extent permitted by law, if Developer admits, in writing, that it is
generally unable to pay its debts as such become due;
(d) to the extent permitted by law, if Developer makes an assignment for the
benefit of creditors;
(e) to the extent permitted by law, if Developer files a voluntary petition
under Title II of the United States Code, or if Developer files a petition or an answer seeking,
consenting to or acquiescing in, any reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under the present or any future Federal bankruptcy code
or any other present or future applicable Federal, state or other bankruptcy or insolvency statute
or law, or seeks, consents to, acquiesces in or suffers the appointment of any trustee, receiver,
custodian, assignee, sequestrator, liquidator or other similar official of Developer, of all or any
substantial part of its properties, or of all or any part of Developer's Interest in the Premises, and
the foregoing are not stayed or dismissed within one hundred fifty (150) days after such filing or
other action;
(f) to the extent permitted by law, if, within one hundred fifty (150) days after
the commencement of a proceeding against Developer seeking any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief under the present or any
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future Federal bankruptcy code or any other present or future applicable Federal, state or other
bankruptcy or insolvency statute or law, such proceeding has not been dismissed, or if, within
one hundred eighty (180) days after the appointment, without the consent or acquiescence of
Developer, of any trustee, receiver, custodian, assignee, sequestrator, liquidator or other similar
official of Developer, of all or any substantial part of its properties, or of all or any part of
Developer's Interest in the Premises, such appointment has not been vacated or stayed on appeal
or otherwise, or if, within one hundred eighty (180) days after the expiration of any such stay,
such appointment has not been vacated;
(g) if a levy under execution or attachment in an aggregate amount of
$250,000 (as adjusted for inflation in accordance with the Ground Lease) at anyone time is made
against the Project Site or any part thereof or rights appertaining thereto (except for a levy made
in connection with actions taken by Owner (other than holding Owner's Interest in the
Premises)), or this Agreement and such execution or attachment is not vacated or removed by
court order, bonding or otherwise within a period of sixty (60) days, subject to Unavoidable
Delays after such levy or attachment.
In the event of a Default which with the giving of notice to Developer and the passage of time
would constitute an Event of Default, Owner's notice to Developer shall state with specificity the
provision of this Agreement under which the Default is claimed, the nature and character of such
Default, the facts giving rise to such Default, the date by which such Default must be cured, and,
if applicable, that the failure of Developer to cure such Default by the date set forth in such
notice will result in Owner having the right to terminate this Agreement. Owner's allegation of a
Default hereunder shall be subject to arbitration in accordance with the provisions of Article 22,
provided Tenant shall initiate any such arbitration within the applicable grace period provided in
Section 19.1 or within ten (10) business days after receipt of Owner's notice if no such grace
period is provided therein.
Notwithstanding the foregoing, no Event of Default shall be deemed to have occurred until such
time as Owner shall have given Developer notice of the occurrence of an Event of Default;
provided, however, if Developer shall Dispute (in accordance with the provisions of Article 22)
Owner's assertion that an Event of Default has occurred within ten (10) business days after the
giving of such notice by Owner, an Event of Default shall not be deemed to have occurred and
Owner shall not be permitted to exercise any rights against Developer stated herein to arise out of
an Event of Default until such time as the Arbitrator has determined that an Event of Default has
occurred.
Notwithstanding anything to the contrary contained herein, no Event of Default shall be deemed
to have occurred if Loews Corporation cures such default pursuant to the Completion Guaranty
or otherwise performs or causes to be performed the covenant, condition or agreement on
Developer's part to be performed hereunder, and Owner shall accept performance with the same
force and effect as though performed by Developer; provided, however, all cure periods provided
to Loews Corporation shall run concurrently with the cure periods provided to Developer.
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Section 19.2 Enforcement of Performance.
If an Event of Default occurs, Owner may elect to (a) enforce performance or
observance by Developer of the applicable provisions of this Agreement, or (b) recover damages
for breach of this Agreement or (c) in the circumstances described in Section 19.3(a), terminate
this Agreement pursuant to Section 19.3(a).
Section 19.3 Expiration and Termination of Agreement.
(a) If an Event of Default occurs under the Ground Lease which results in a
termination of the Ground Lease, this Agreement shall terminate. If such termination is stayed
by order of any court having jurisdiction over any case described in Sections 19.1(e) or 19.1(t) or
by federal or state statute, then, following the expiration of any such stay, or if the trustee
appointed in any such case, Developer or Developer as debtor-in-possession fails to assume
Developer's obligations under this Agreement within the period prescribed therefor by law or
within thirty (30) days after entry of the order for relief or as may be allowed by the court,
Owner, to the extent permitted by law or by leave of the court having jurisdiction over such case,
shall have the right, at its election, to terminate this Agreement on five (5) days' notice to
Developer, Developer as debtor-in-possession or the trustee. Upon the expiration of the five-day
period this Agreement shall expire and terminate and Developer, Developer as debtor-in-
possession and/or the trustee immediately shall quit and surrender Developer's Interest in the
Premises and possession thereof.
(b) If this Agreement is terminated as provided in Section 19.3(a), Owner
may, without notice, re-enter and repossess Developer's Interest in the Premises and may
dispossess Developer by summary proceedings, writ of possession, proceedings in bankruptcy
court or otherwise, subject to applicable Requirements.
Section 19.4 Strict Performance.
No failure by Owner or Developer to insist upon strict performance of any
covenant, agreement, term or condition of this Agreement or to exercise any right or remedy
available to such party by reason of the other party's default or an Event of Default, shall
constitute a waiver of any such Default or Event of Default or of such covenant, agreement, term
or condition or of any other covenant, agreement, term or condition. No covenant, agreement,
term or condition of this Agreement to be performed or complied with by either party, and no
default by either party, shall be waived, altered or modified except by a written instrument
executed by the other party. No waiver of any Default or Event of Default shall affect or alter
this Agreement, but each and every covenant, agreement, term and condition of this Agreement
shall continue in full force and effect with respect to any other then existing or subsequent
Default. Developer's compliance with any request or demand made by Owner shall not be
deemed a waiver of Developer's right to contest the validity of such request or demand.
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Section 19.5 Right to Enjoin Defaults. Subject to the provisions of Section 22.2
hereof, in the event of Developer's Default or Event of Default, Owner shall be entitled to seek to
enjoin the Default or Event of Default and shall have the right to invoke any rights and remedies
allowed at law or in equity or by statute or otherwise, except to the extent Owner's remedies are
expressly limited by the terms hereof. Subject to the provisions of Section 22.2 hereof, in the
event of any default by Owner of any term, covenant or condition under this Agreement,
Developer shall be entitled to seek to enjoin the default and shall have the right to invoke any
rights and remedies allowed at law or in equity or by statute or otherwise, except to the extent
Developer's remedies are expressly limited by the terms hereof. Each right and remedy of
Owner and Developer provided for in this Agreement shall be cumulative and shall be in
addition to every other right or remedy provided for in this Agreement or now or hereafter
existing at law or in equity or by statute or otherwise, except to the extent Owner's remedies and
Developer's remedies are expressly limited by the terms hereof, and the exercise or beginning of
the exercise by Owner or Developer of anyone or more of the rights or remedies provided for in
this Agreement or now or hereafter existing at law or in equity or by statute or otherwise shall
not preclude the simultaneous or later exercise by Owner or Developer of any or all other rights
or remedies provided for in this Agreement or now or hereafter existing at law or in equity or by
statute or otherwise, except to the extent Owner's remedies and Developer's remedies are
expressly limited by the terms hereof.
Section 19.6 Remedies Under Bankruptcy and Insolvency Codes.
If an order for relief is entered or if any stay of proceeding or other act becomes
effective against Developer, Developer's Interest in the Premises, or Developer's interest in this
Agreement, or Owner, Owner's Interest in the Premises, or Owner's interest in the Agreement, as
applicable, in any proceeding which is commenced by or against Developer or Owner, as
applicable, under the present or any future Federal Bankruptcy Code or in a proceeding which is
commenced by or against Developer or Owner, as applicable, seeking a reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar relief under any other
present or future applicable federal, state or other bankruptcy or insolvency statute or law, Owner
or Developer, as applicable, shall be entitled to invoke any and all rights and remedies available
to it under such bankruptcy or insolvency code, statute or law or this Agreement (except to the
extent Owner's remedies and Developer's remedies are expressly limited by the terms hereof).
Section 19.7 Inspection.
Without in any way limiting Article 4 hereof, Owner and its representatives shall
have the right, upon twenty-four (24) hours prior notice to Developer, to enter upon the Project
Site to conduct inspections for the purpose of determining whether a Default or an Event of
Default has occurred, provided that Owner shall be accompanied by a representative of
Developer and provided further that such entry shall not unreasonably interfere with the
Construction of the Project. Developer agrees to make a representative of Developer available to
accompany Owner on any such inspection.
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ARTICLE 20.
NOTICES, CONSENTS AND APPROVALS
Section 20.1 Service of Notices and Other Communications.
(a) In Writing. Whenever it is provided herein that notice, demand, request,
consent, approval or other communication shall or may be given to, or served upon, either of the
parties by the other (or any Recognized Mortgagee), or whenever either of the parties desires to
give or serve upon the other any notice, demand, request, consent, approval or other
communication with respect hereto or to the Project Site, each such notice, demand, request,
consent, approval or other communication (referred to in this Section 20.1 as a "Notice") shall
be in writing (whether or not so indicated elsewhere in this Agreement) and shall be effective for
any purpose only if given or served by (i) certified or registered U.S. Mail, postage prepaid,
return receipt requested, (ii) personal delivery with a signed receipt or (iii) a recognized national
courier service, addressed as follows:
if to Developer
Prior to the Hotel
Opening Date:
MB Redevelopment, Inc.
407 Lincoln Road
Suite 6-K
Miami Beach, Florida 33139
Attention: Eric Nesse
After the Hotel
Opening Date:
MB Redevelopment, Inc.
c/o Loews Miami Beach Hotel
General Manager
1601 Collins Avenue
Miami Beach, Florida 33139
with a copy to:
Loews Hotels Holding Corporation
667 Madison Avenue
New York, New York 10021
Attention: Corporate Secretary
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and to:
Hughes, Hubbard & Reed
201 S. Biscayne Boulevard, Suite 2500
Miami, Florida 33131
Attention: William A. Weber, Esq.
if to Owner:
Miami Beach Redevelopment Agency
Executive Director
1700 Convention Center Drive
Miami Beach, Florida 33139
with a copy to:
Miami Beach Redevelopment Agency
General Counsel
1700 Convention Center Drive
Miami Beach, Florida 33139
and to:
City of Miami Beach
City Manager
1700 Convention Center Drive
Miami Beach, Florida 33139
with a copy to:
City of Miami Beach
City Attorney
1700 Convention Center Drive
Miami Beach, Florida 33139
and with a copy to:
Squire, Sanders & Dempsey
Two Renaissance Square
Phoenix, Arizona 85004
Attention: Richard F. Ross, Esq.
Any Notice may be given, in the manner provided in this Section 20.1, (x) on either party's
behalf by its attorneys designated by such party by Notice hereunder, and (y) at Developer's
request, on its behalf by any Recognized Mortgagee designated in such request.
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(b) Effectiveness. Every Notice shall be effective on the date actually
received, as indicated on the receipt therefor or on the date delivery thereof is refused by the
recipient thereof.
(c) References. All references in this Agreement to the "date" of Notice shall
mean the effective date, as provided in the preceding subsection (b).
Section 20.2 Consents and Approvals.
(a) Effect of Granting or Failure to Grant Approvals or Consents. All
consents and approvals which may be given under this Agreement shall, as a condition of their
effectiveness, be in writing. The granting by a party of any consent to or approval of any act
requiring consent or approval under the terms of this Agreement, or the failure on the part of a
party to object to any such action taken without the required consent or approval, shall not be
deemed a waiver by the party whose consent was required of its right to require such consent or
approval for any other act.
(b) Standard. All consents and approvals which may be given by a party
under this Agreement shall not (whether or not so indicated elsewhere in this Agreement) be
unreasonably withheld or conditioned by such party and shall be given or denied within the time
period provided, and if no such time period has been provided, within a reasonable time. Upon
disapproval of any request for a consent or approval, the disapproving party shall, together with
notice of such disapproval, submit to the requesting party a written statement setting forth with
specificity its reasons for such disapproval.
(c) Deemed Approval. (i) If a party entitled to grant or deny its consent or
approval (the "Consenting Party") within the specified time period shall fail to do so, then,
except as otherwise provided in Section 20.2(c)(ii) below, and provided that the request for
consent or approval (and the envelope in which such request is transmitted to the extent
permitted by the carrier) bears the legend set forth below in capital letters and in a type size not
less than that provided below, the matter for which such consent or approval is requested shall be
deemed consented to or approved, as the case may be:
"FAILURE TO RESPOND TO THIS REQUEST WITHIN THE TIME
PERIOD PROVIDED IN THE HOTEL DEVELOPMENT AGREEMENT
BETWEEN MIAMI BEACH REDEVELOPMENT AGENCY AND MB
REDEVELOPMENT, INC. SHALL CONSTITUTE AUTOMATIC
APPROVAL OF THE MATTERS DESCRIBED HEREIN WITH
RESPECT TO SECTION [FILL IN APPLICABLE SECTION] OF SUCH
HOTEL DEVELOPMENT AGREEMENT."
(ii) Notwithstanding anything to the contrary contained in Section
20.2(c)(i) above, if the Agency or the City shall be the "Owner" hereunder and the matter, other
than a matter referred to in Section 20.2(c)(iii) below, to be consented to or approved requires
the consideration of the Agency's board of directors and/or the City Commission, as applicable
(whether pursuant to Requirements or the written opinion of the City Attorney or the Agency's
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General Counsel), then, provided Owner gives Developer notice of such requirement within the
time period provided for such consent or approval, such matter shall not be deemed approved or
consented to unless the Owner shall fail to respond to Developer's request by the date which is
fifteen (15) days after the first regular meeting of the Agency's board of directors (and/or of the
City Commission, as applicable) which occurs no earlier than ten (10) days following the receipt
of such request (or second request, as applicable); but in any event not later than sixty (60) days
following such request (or second request), as applicable.
(iii) Owner hereby agrees, for so long as the Agency or the City shall
be the "Owner" hereunder, that, subject to Requirements, the Executive Director of the Agency
or the City Manager, as applicable, shall be authorized to grant consents or approvals on behalf
of the Agency and/or City, as applicable, with respect to Section 2.1(c) and Article 3 and
Article 7 of this Agreement.
(iv) The foregoing provisions of this Subsection shall not be construed
to modify or otherwise affect a party's right to arbitrate the failure of a party to act reasonably in
granting or denying a request for consent or to timely respond to a request for a consent, but such
right to arbitrate shall not serve to delay the time period within which a grant or denial of such
request is required hereunder.
(d) Remedy for Refusal to Grant Consent or Approval. If, pursuant to the
terms of this Agreement, any consent or approval by Owner or Developer is alleged to have been
unreasonably withheld, conditioned or delayed, then any dispute as to whether such consent or
approval has been unreasonably withheld, conditioned or delayed shall be settled by arbitration
in accordance with Article 22 hereof. In the event there shall be a final determination that the
consent or approval was unreasonably withheld, conditioned or delayed so that the consent or
approval should have been granted, the consent or approval shall be deemed granted and the
party requesting such consent or approval shall be entitled to any and all damages resulting
therefrom, subject to the limitations provided in this Agreement.
(e) No Fees, etc. Except as specifically provided herein, no fees or charges of
any kind or amount shall be required by either party hereto as a condition of the grant of any
consent or approval which may be required under this Agreement (provided that the foregoing
shall not be deemed in any way to limit Owner acting in its governmental, as distinct from its
proprietary, capacity from charging governmental fees on a nondiscriminatory basis).
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ARTICLE 21.
FINANCIAL REPORTS AND RECORDS
Section 21.1 Books and Records; Audit Rights.
(a) Developer shall at all times during the term of this Agreement keep and
maintain (separate from any of Developer's other books, records and accounts), accurate and
complete records pertaining to the construction of the Hotel and such other matters referenced in
this Agreement, in accordance with the Accounting Principles with such exceptions as may be
provided for in this Agreement. Owner and its representatives shall have, during normal
business hours and upon reasonable advance notice, access to the books and records of
Developer pertaining to the Hotel for the purpose of examination and audit (but not copying),
including books of account properly reflecting the construction of the Hotel.
(b) The obligations of Developer under this Article to maintain, and to
provide the Owner and its representatives access to, the books and records related to the Hotel
shall survive the expiration of this Agreement for a period of seven (7) years.
(c) The right of Owner to audit the books and records of Developer pertaining
to the Hotel, including, without limitation, the books of account regarding the Construction
Work, shall be governed by the provisions of Article 28 of the Ground Lease as if such books
and records were specifically described in such Article 28 as being part of the "books and
records" described in such Article 28.
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ARTICLE 22.
ARBITRATION
Section 22.1 Expedited Arbitration of Development Disputes.
(a) If Developer or Owner asserts that a Development Dispute has arisen, such
asserting party shall give prompt written notice thereof to the other party and to the Development
Arbitrator.
(b) The Development Arbitrator shall no later than five (5) business days after
receipt of such notice, hold a preliminary, informal meeting with Owner and Developer in an
attempt to mediate such Development Dispute. If such Development Dispute shall not be
resolved at that meeting, the Development Arbitrator shall at such mediation meeting establish a
date, not earlier than five (5) business days after the mediation hearing nor later than twenty (20)
business days after the mediation hearing for a hearing (a "Hearing") to be held in accordance
with this Agreement to resolve such Development Dispute.
(c) Developer and Owner shall have the right to make one (1) written
submission to the Development Arbitrator prior to any Hearing. Such submission shall be
received by the Development Arbitrator and the other party not later than two (2) business days
prior to the Hearing Date. The parties agree that no discovery (as the term is commonly
construed in litigation proceedings) will be needed and agree that neither party nor the
Development Arbitrator shall have discovery rights in connection with a Development Dispute.
(d) Each Hearing shall be conducted by the Development Arbitrator. It is the
intention of the parties that the Hearings shall be conducted in an informal and expeditious
manner. No transcript or recording shall be made. Each party shall have the opportunity to
make a brief statement and to present documentary and other support for its position, which may
include the testimony of not more than four (4) individuals, two (2) of whom may be outside
experts. There shall be no presumption in favor of either party's position. Any procedural
matter not covered herein shall be governed by the Amended 1993 edition of the CPR Rules for
the Arbitration of Business Disputes and the Florida Arbitration Code to the extent not
inconsistent with the CPR Rules and this Section 22.1.
(e) The Hearings shall be held in a location selected by the Development
Arbitrator with preference given to Dade County, Florida. Provided the Development Arbitrator
is accompanied by representatives of both Developer and Owner, the Development Arbitrator
may, at its option, visit the work site to make an independent review in connection with any
Development Dispute.
(f) Once it has been determined by the Development Arbitrator or by
agreement of the parties with respect to any Development Dispute that Developer's proposed
modifications are material with regard to, or materially inconsistent with, the Preliminary Plans
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and Specifications or the Plans or Specifications pursuant to Section 3.1 or 3.2, respectively, the
Development Arbitrator shall take into account, in determining whether Owner has acted
unreasonably in failing to grant an approval or consent as described in Section 3.7(b) or Section
3.7(c), such factors as he deems relevant which are not inconsistent with this Agreement
(including items 1 through 7, below), which in all events shall include the following factors:
1. The Owner does not have any approval rights with respect to the matter of
interior design and decor of the Hotel except to the extent the same is reflected in the
Preliminary Plans and Specifications or pursuant to Section 3.5(b).
2. The Hotel shall be a first class convention center hotel at a quality
compatible with the overall quality set forth in the Preliminary Plans and Specifications
or Plans and Specifications, as applicable, although recognizing that the modification
which is the subject of the Development Dispute may validly effect a change (which may
be a decrease) in quality for the particular matter to which the modification relates.
3. The mutual goal of Developer and Owner that Hotel Construction Costs
overruns, including without limitation Development Costs Overruns, shall be minimized.
4. The mutual goal of Developer and Owner that the Construction of the
Project be completed within approximately twenty-four (24) months from the
Commencement of Construction, but in no event later than the Completion Deadline.
5. Applicability of any Requirement.
6. The magnitude of the modification to the previously approved Preliminary
Plans and Specifications or Plans and Specifications, as applicable.
7. The magnitude of the consistency or inconsistency from the previously
approved Preliminary Plans and Specifications or Plans and Specifications, as applicable.
(g) Pending resolution of the Development Dispute, Developer may not
implement the matter which is the subject of such Development Dispute.
(h) The Development Arbitrator shall render a decision, in writing, as to any
Development Dispute not later than two (2) business days following the conclusion of the
Hearings regarding such Development Dispute and shall provide a brief written basis for its
decision not later than five (5) business days thereafter. As to each Development Dispute, the
Development Arbitrator's decision shall be limited to: (i) whether or not Developer's proposed
modification(s) to the Preliminary Plans and Specifications or the Plans or Specifications
pursuant to Section 3.1(b) or 3.2(a) or (b), respectively, is material, (ii) whether or not
Developer's proposed Developer's proposed modification(s) to the Preliminary Plans and
Specifications or the Plans or Specifications pursuant to Section 3.1(b) or 3.2(a) or (b),
respectively, is materially inconsistent, (iii) whether or not Owner has unreasonably failed to
approve or give its consent to any modifications to the Preliminary Plans or Specifications
pursuant to Section 3.1(b), or the Plans and Specifications pursuant to Section 3.2(a) or (b);
56
W6-MI96261 0.084/09120/96
and/or (iv) whether or not Owner unreasonably failed to approve or consent to a change order as
to which Owner has approval rights pursuant to Section 3.5(b). The Development Arbitrator
may not award any other or different relief.
(i) The decision of the Development Arbitrator shall be final and binding on
the parties for all purposes and may be entered in any court of competent jurisdiction.
The Owner and Developer hereby designate Jan A. de Roos, Phd Development
Arbitrator with regard to all Development Disputes which shall arise. Contemporaneously with
the execution of this Agreement, such individual has acknowledged in writing its agreement to
serve as the Development Arbitrator. If for any reason such individual shall be unwilling to act
as Development Arbitrator, then the Owner and Developer hereby designate Mr. Niel Grondahl,
to serve in its place. If for any reason both such individual shall be unwilling to act as
Development Arbitrator, then the parties shall cooperate to select an independent, neutral,
professional firm having hotel development or construction experience to serve as the
Development Arbitrator. If the parties cannot agree, then any party may ask the CPR Institute
for Dispute Resolution to select a substitute who will act as Development Arbitrator of that
Development Dispute.
Neither Developer (together with its Affiliates engaged in the hotel business) nor
Owner shall hire or otherwise engage the Development Arbitrator until twelve (12) months after
final completion of the construction of the Project pursuant to Section 2.3 above.
Section 22.2 Arbitration. Any dispute between the parties, other than a
Development Dispute, shall be governed by Sections 31.2 and 31.4 of the Ground Lease.
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W6-MI96261 0.084/09120/96
ARTICLE 23.
NONDISCRIMINATION
Section 23.1 Nondiscrimination. Developer shall be an equal opportunity
employer, and shall not engage in any unlawful discrimination against any Person because of
race, creed, national origin, sex, age, disability, marital status or sexual orientation.
58
W6-MI96261 0.084/09/20/96
ARTICLE 24.
INDICTMENT, INVESTIGATIONS, ETC.
Section 24.1 Cooperation in Investigations.
To the extent required by Requirements, Developer shall cooperate fully and
faithfully with any investigation, audit or inquiry conducted by any Governmental Authority that
is empowered directly or by designation to compel the attendance of witnesses and to examine
witnesses under oath, or conducted by a Governmental Authority that is a party in interest to the
transaction, submitted bid, submitted proposal, contract, lease, permit, or license that is the
subject of the investigation, audit or inquiry. In addition, Developer shall promptly report in
writing to the City Attorney of the City of Miami Beach, Florida any solicitation, of which
Developer's officers or directors have knowledge, of money, goods, requests for future
employment or other benefit or thing of value, by or on behalf of any employee of the Owner,
City or other Person relating to the procurement or obtaining of this Agreement by the Developer
or affecting the performance of this Agreement.
59
W6-MI962610.084/09120/96
ARTICLE 25.
HAZARDOUS MATERIALS
Section 25.1 General Provision.
The provisions of Article 35 of the Ground Lease shall be applicable to this
Agreement as if the references in such Article 35 to "Owner", "Tenant" and the "Premises" were
references to Owner, Developer and the Project Site, respectively.
Section 25.2 Survival.
The provisions of this Article 25 shall survIve the expiration or sooner
termination of this Agreement.
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W 6-MI96261 0.084/09120/96
ARTICLE 26.
MISCELLANEOUS
Section 26.1 Governing Law.
This Agreement shall be governed by, and construed in accordance with, the laws
of the State of Florida, without regard to principles of conflicts of law.
Section 26.2 References.
(a) Captions. The captions of this Agreement are for the purpose of
convenience of reference only, and in no way define, limit or describe the scope or intent of this
Agreement or in any way affect this Agreement.
(b) Table of Contents. The Table of Contents is for the purpose of
convenience of reference only, and is not to be deemed or construed in any way as part of this
Agreement.
(c) Reference to Owner and Developer. The use herein of the neuter pronoun
in any reference to Owner or Developer shall be deemed to include any individual Owner or
Developer, and the use herein of the words "successors and assigns" or "successors or
assigns" of Owner or Developer shall be deemed to include the heirs, legal representatives and
assigns of any individual Owner or Developer.
(d) Owner's and City's Governmental Capacity. Nothing in this Agreement
or in the parties' acts or omissions in connection herewith shall be deemed in any manner to
waive, impair, limit or otherwise affect the authority of the Owner or City in the discharge of its
police or governmental power.
(e) Reference to "herein", "hereunder", etc. All references in this
Agreement to the terms "herein", "hereunder" and words of similar import shall refer to this
Agreement, as distinguished from the paragraph, Section or Article within which such term is
located.
Section 26.3 Entire Agreement, etc.
(a) Entire Agreement. This Agreement, together with the attachments hereto,
contains all of the promises, agreements, conditions, inducements and understandings between
Owner and Developer concerning the development and construction of the Hotel on the Project
Site and there are no promises, agreements, conditions, understandings, inducements, warranties
or representations, oral or written, express or implied, between them other than as expressly set
forth herein and in such attachments thereto or as may be expressly contained in any enforceable
written agreements or instruments executed simultaneously herewith by the parties hereto, except
for that certain Hold Harmless and Indemnification Agreement dated December 18, 1995 and
61
W6-M196261 0.084/09120/96
December 20, 1995, between the Agency and SMHC, as the same may have heretofore been or
may hereafter be amended. Notwithstanding anything to the contrary set forth in this Agreement,
the terms of this Agreement shall supersede the terms of the Letter of Intent and the RFP and
SMHC's response thereto. This Agreement may be executed in counterparts, each of which shall
be deemed an original but all of which together shall represent one instrument.
(b) Waiver, Modification, etc. No covenant, agreement, term or condition of
this Agreement shall be changed, modified, altered, waived or terminated except by a written
instrument of change, modification, alteration, waiver or termination executed by Owner and
Developer. No waiver of any Default or default shall affect or alter this Agreement, but each and
every covenant, agreement, term and condition of this Agreement shall continue in full force and
effect with respect to any other then existing or subsequent Default or default thereof.
(c) Effect of Other Transactions. No Mortgage, whether executed
simultaneously with this Agreement or otherwise, and whether or not consented to by Owner,
shall be deemed to modify this Agreement in any respect, and in the event of an inconsistency or
conflict between this Agreement and any such instrument, this Agreement shall control.
Section 26.4 Invalidity of Certain Provisions.
If any provision of this Agreement or the application thereof to any Person or
circumstances is, to any extent, finally determined by a court of competent jurisdiction to be
invalid and unenforceable, the remainder of this Agreement, and the application of such
provision to Persons or circumstances other than those as to which it is held invalid and
unenforceable, shall not be affected thereby and each term and provision of this Agreement shall
be valid and enforceable to the fullest extent permitted by law.
Section 26.5 Remedies Cumulative.
Each right and remedy of either party provided for in this Agreement shall be
cumulative and shall be in addition to every other right or remedy provided for in this
Agreement, or now or hereafter existing at law or in equity or by statute or otherwise (except as
otherwise expressly limited by the terms of this Agreement), and the exercise or beginning of the
exercise by a party of anyone or more of the rights or remedies provided for in this Agreement,
or now or hereafter existing at law or in equity or by statute or otherwise (except as otherwise
expressly limited by the terms of this Agreement), shall not preclude the simultaneous or later
exercise by such party of any or all other rights or remedies provided for in this Agreement or
now or hereafter existing at law or in equity or by statute or otherwise (except as otherwise
expressly limited by the terms of this Agreement).
Section 26.6 Performance at Each Party's Sole Cost and Expense.
Unless otherwise expressly provided in this Agreement, when either party
exercises any of its rights, or renders or performs any of its obligations hereunder, such party
shall do so at its sole cost and expense.
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W6-MI962610.084/09120/96
Section 26.7 Recognized Mortgagee Charges and Fees.
Developer shall pay any and all fees, charges and expenses owing to a Recognized
Mortgagee in connection with any services rendered by it as a depositary pursuant to the
provisions of this Agreement.
Section 26.8 Intentionally Deleted.
Section 26.9 Successors and Assigns.
The agreements, terms, covenants and conditions herein shall be binding upon,
and inure to the benefit of, Owner and Developer, and, except as otherwise provided herein, their
respective successors and permitted assigns. If, while Agency is the Owner hereunder, the
Agency shall cease to exist, the City, by its signature hereto, hereby agrees to be bound with
respect to all of the terms, covenants and conditions of Owner hereunder and Developer agrees to
recognize the City as Owner hereunder. There can be no assignment by Developer of its rights
or obligations hereunder or its interest in this Agreement, except Developer may assign all its
rights hereunder to a Recognized Mortgagee as security for the performance of Developer's
obligations under the Loan Documents. This Agreement, however, shall automatically transfer
in connection with a transfer of Developer's (as Tenant) interest in the Ground Lease in
accordance with the provisions of the Ground Lease.
Section 26.10 Notice of Defaults.
Notwithstanding anything to the contrary set forth in this Agreement, under no
circumstances shall any party to this Agreement lose any right or benefit granted under this
Agreement or suffer any harm as a result of the occurrence of any Default or default of such
party as to which Default or default such party has not received notice thereof from the other
party.
Section 26.11 No Representations.
Owner and City have made no representations herein as to the condition of the
Project Site.
Section 26.12 Corporate Obligations. It is expressly understood that this
Agreement and obligations issued hereunder are solely corporate obligations, and, except as
otherwise provided in Article 15, that no personal liability will attach to, or is or shall be
incurred by, the incorporators, stockholders, officers, directors, elected or appointed officials
(including, without limitation, the Chairman and Members of the Owner and the members of any
other governing body of Owner) or employees, as such, of the Owner or Developer, or of any
successor corporation, or any of them, under or by reason of the obligations, covenants or
agreements contained in this Agreement or implied therefrom; and, except as otherwise provided
in Article 15, that any and all such personal liability, either at common law or in equity or by
constitution or statute, of, and any and all such rights and claims against, every such
incorporator, stockholder, officer, director, elected or appointed officials (including, without
63
W6-MI96261 0.084/09120/96
limitation, the Chairman and Members of the Owner and the members of any other governing
body of Owner) or employee, as such, or under or by reason of the obligations, covenants or
agreements contained in this Agreement or implied therefrom are expressly waived and released
as a condition of, and as a consideration for, the execution of this Agreement.
Section 26.13 Nonliability of Officials and Employees.
Except as otherwise provided in Article 15, no member, official or employee of
the Owner or the City shall be personally liable to the Developer, or any successor in interest, in
the event of any default or breach by the Owner or for any amount or obligation which may
become due to the Developer or successor under the terms of this Agreement.
Section 26.14 Partnership Disclaimer.
Developer acknowledges, represents and confirms that it is an independent
contractor in the performance of all activities, functions, duties and obligations pursuant to this
Agreement.
The parties hereby acknowledge that it is not their intention to create between
themselves a partnership, joint venture, tenancy-in-common, joint tenancy, co-ownership or
agency relationship for the purpose of developing the Hotel, or for any other purpose whatsoever.
Accordingly, notwithstanding any expressions or provisions contained herein, nothing in this
Agreement, the Ground Lease or the other documents executed by the parties with respect to the
Hotel shall be construed or deemed to create, or to express an intent to create, a partnership, joint
venture, tenancy-in-common, joint tenancy, co-ownership or agency relationship of any kind or
nature whatsoever between the parties hereto. The provisions of this Section shall survive
expiration of this Agreement.
Section 26.15 Time Periods. Any time periods in this Agreement of less than
thirty (30) days shall be deemed to be computed based on business days (regardless of whether
any such time period is already designated as being computed based on business days). In
addition, any time period which shall end on a day other than a Business Day shall be deemed to
extend to the next Business Day.
Section 26.16 No Third Party Rights. Nothing in this Agreement, express or
implied, shall confer upon any Person, other than the parties hereto and their respective
successors and assigns, any rights or remedies under or by reason of this Agreement; provided,
however, that a Recognized Mortgagee or its Designee (as such term is defined in the Ground
Lease) shall be third party beneficiaries hereunder to the extent same are granted rights
hereunder.
64
W6-MI96261 0.084/09120/96
",
EXECUTION
IN WITNESS WHEREOF, Owner and Developer, intending to be legally bound,
have executed this Agreement as of the day and year first above written.
MIAMI BEACH REDEVELOPMENT AGENCY
ATTEST:
By:jd~d-f M(k
Robert Parcher
Secretary
MB REDEVELOPMENT, INC., a Florida
corporation
, Secretary
The City of Miami Beach is executing this Agreement on its behalf for the sole
purpose of Section 6.1(t) herein.
CITY OF MIAMI BEACH
ATTEST:
By: Ro~r fMd~ By:
Robert Parcher elber,
City Clerk
rORM APPROVED FORM APPROVED
LEG~ REDEVELOPMENT AGENCY
GENERAL CO NS L
8Y~ By
Dater~/%' Date <:J/~()~f
65
W6-MI96261 0.084/07/09/96
Exhibit A
Land
W6-MI962610.084/09120/96
HOTEL LEGAL DESCRIPTION
PARCEL I:
LOTS 1, 2, 17 ,AJ\lD 18, BLOCK 55. FISHER'S FIRST SUBDIVISION OF At. TON BEACH,
ACCORDING TO PLAT THEREOF. RECORDED IN PLAT BOOK 2, AT PAGE 77, OF THE
PUBLIC RECORDS OF DADE COUNTY, FLORIDA, LESS THAT PART OF LOTS 2 AND
17 L VING NORTH OF A LINE, WHICH SAID LINE IS LOCATED AND DESCRIBED AS
FOLLOWS:
BEGIN AT THE NORTHWEST CORNER OF LOT 16, BLOCK 55, FISHER'S FIRST
SUBDIVISION OF At. TON BEACH, THENCE RUN SOUTHWESTERLY ALONG THE
WESTERL V LINE OF SAID LOTS 16 AND 17 FOR A DISTANCE OF' 72 F'EET TO A
POINT, SAID POINT BEING THE POINT OF BEGINNING OF' THE LINE BEING
DESCRIBED: THENCE EASTERLY PARALLEL TO THE NORTHERLY LINE OF' LOT 16
AND LOT 3, BLOCK 55 OF FISHER'S F'IRST SUBDIVISION OF AlTON BEACH FOR A
DIST ANCE OF 400 FEET TO A POINT IN THE EASTERLY LINE OF' LOT 2, OF SAlD
BLOCK 55. r:ISHER'S r:IRST SUBDIVISION OF' AlTON BEACH.
AS TO LOTS 2 AND 17, SAlD PROPERTY MAY ALSO BE DESCRIBED AS lOTS 2 AND
17. LESS THE NORTH 21.3 FEET THEREOF, IN BLOCK 55, AlTON BEACH r:ISHER'S
FIRST SUBDIVISION, ACCORDING TO THE PLAT THEREOF', RECORDED IN PLAT
BOOK 2, AT PAGE 77, OF THE PUBLIC RECORDS OF' DADE COUNTY, F'LORIDA.
PARCEL II:
PARCEL OF LAND L VING BETWEEN BLOCK 55, OF FISHER'S FIRST SUBDIVISION OF'
A.L TON BEACH, ACCORDING TO PLAT THEREOF, RECORDED IN PLAT BOOK 2, AT
PAGE 77, OF THE PUBLIC RECORDS OF' DADE COUNTY, F'LORIDA. AND THE HIGH
WATER MARK OF THE ATLANTIC OCEAN, WHICH SAID PARCEL OF LAND IS
PARTICUl ARL V DESCRIBED AS FOLLOWS:
8EGI~ AT THE SOUTHEAST CORNER OF' SAID LOT 1, BLOCK 55, nSHER'S FIRST
SUBDIVISION OF Al TON BEACH, THENCE RUN NORTHERL V AlONG THE
EASTERL V LINE OF LOT 1 AND LOT 2 OF' SAID BLOCK 55, FISHER'S FIRST
SUBDIVISION OF Al. TON BEACH A DISTANCE OF 102.2 FEET MORE OR LESS TO A
POINT IN THE EASTERLY LINE Or: SAID LOT 2, WHICH SAID POINT IS 72 FEET
SOUTH OF THE NORTHEAST CORNER OF' LOT .3 OF' SAID BLOCK 55 OF' FISHER'S
r:IRST SUBDIVISION OF ALTON BEACH: THENCE RUN IN AN EASTERL V DIRECTION
A.LO~G A LINE PARALLEL TO THE EASTERLY EXTENSION OF' THE NORTH LINE OF'
SAJD lOT 3. TO THE HIGH WATER MARK OF THE ATLANTIC OCEAN: THENCE RUN
IN A SOUTHERL V DIRECTION ALONG THE HIGH WATER MARK OF' THE ATLANTIC
aCE AN A DIST ANCE OF' 102.2 FEET MORE OR LESS TO A POINT ON SAlO HIGH
WATER MARK or THE ATLANTIC OCEAN WHICH IS THE INTERSECTION WITH THE
E ASTERl V EXTENSION OF THE SOUTHERl V LINE OF SAlD LOT 1: THENCE IN A
WESTERL V DIRECTION AlONG THE EASTERL V EXTENSION OF SAID SOUTH LINE
or lOT , TO THE POINT OF BEGINNING.
1 of ;. '3
HOTEL LEGAL DESCRIPTION
PARCEL III:
LOTS 3 AND 16 AND THE NORTH 21.3 FEET (AS MEASURED AlONG LOT LINES) OF
LOTS 2 AND 17, BLOCK 55, FISHER'S FIRST SUBDIVISION OF ALTON BEACH,
ACCORDING TO THE PLAT THEREOF AS FILED FOR RECORD IN PLAT BOOK 2,
PAGE 77, OF THE PUBLIC RECORDS OF DADE COUNTY, FLORIDA: TOGETHER
WITH: THAT CERT AlN PARCEL OF LAND LYING EAST OF AND ADJACENT TO THE
LAND DESCRIBED A80VEiS~D LAND BOUNDED ON THE SOUTH BY THE SOUTH
LINE OF THE ABOVE DESCRIBED PARCEL EXTENDED EASTERL Y BOUNDED ON
THE NORTH BY THE NORTH LINE OF THE ABOVE DESCR/BED PARCEL EXTENDED
EASTERL Y BOUNDED ON THE EAST BY THE MEAN HIGH WATER LINE OF THE .
ATLANTIC OCEAN AND BOUNDED ON THE WEST BY THE EAST LINE OF SAlD LOTS
2 AND 3 AFOREMENTIONED.
PARCEL IV:
LOTS 9, 10, 11, 12 AND NORTH Y2 OF LOT 8 AND THE NORTH 112 OF LOT 13, BLOCK
56 OF FISHER'S FIRST SUBDIVISION OF Al TON BEACH FLORIDA. A SUBDIVISION IN
FRACTIONAl SECTION 34, TOWNSHIP 53 SOUTH, RANGE 42 EAST, ACCORDING TO
THE PLAT THEREOF, RECORDED IN PLAT BOOK 2. AT PAGE 77, Of THE PUBLIC
RECORDS OF DADE COUNTY, FLORIDA.
PARCEL V:
BEGINNING AT THE NORTHEAST CORNER OF LOT 9, IN BLOCK 56 OF FISHER'S
FIRST SUBDIVISION OF AL TON BEACH. AS THE SAME IS SHOWN MARKED AND
DESIGNATED ON A PLAT Of S~D SUBDIVISION, RECORDED IN PLAT BOOK 2, AT
PAGE 77, IN THE OFFICE Of THE CLERK OF THE CIRCUIT COURT IN .~D FOR DADE
COUNTY, FLORIDA; THENCE RUN IN AN EASTERLY DIRECTION ALONG THE
NORTH LINE OF LOT 9 OF BLOCK 56, PRODUCED TO THE HIGH WATER LINE Of
THE ATLANTIC OCEAN; THENCE RUN IN A SOUTHERLY DIRECTION MEANDERING
SAID HIGH WATER LINE A DISTANCE OF' 76.05 FEET PLUS OR MINUS TO A. POINT,
S~D POINT BEING AT THE INTERSECTION OF THE LAST MENTIONED COURSE
WITH THE CENTER LINE OF LOT 8 OF BLOCK 56 PRODUCED TO THE HIGH WATER
LINE OF THE ATLANTIC OCEAN; THENCE RUN IN A WESTERLY DIRECTION AlONG
SAJD CENTER LINE OF LOT 8, BLOCK 56 PRODUCED TO THE HIGH WATER LINE Of
THE ATLANTIC OCEAN; THENCE RUN IN A WESTERLY DIRECTION AlONG SAJD
CENTER LINE OF LOT 8. BLOCK 56 PRODUCED TO THE EAST LINE OF BLOCK 56. AT
ITS INTERSECTION WITH THE CENTER LINE OF LOT 8, IN BLOCK 56; THENCE RUN
IN A NORTHERLY DIRECTION AlONG S~D EAST LINE OF BLOCK 56. A DISTANCE
OF 76.05 FEET PLUS OR MINUS TO A POINT OF BEGINNING.
2 of J4 '3
nul.J:.~ ~J:.u^-l.. UJ:..:ll..K.Lt"I.LUlt
PARCEL VI:
BEGINNING AT THE SOUTHEAST CORNER OF LOT la, IN BLOCK 56 AS SHOWN BY
THE PLAT ENTITLED "FISHER'S FIRST SUBDIVISION OF AL TON BEACH", SAJD PLAT
BEING RECORDED IN PLAT BOOK 2. AT PAGE 77, OF THE PUBLIC RECORDS OF
DADE COUNTY, FLORIDA; RUN IN A NORTHERL Y DIRECTION ALONG THE EAST
LINE OF SAID LOT la, A DIST ANCE OF 50.7 FEET TO THE NORTHEAST CORNER or
LOT 10; THENCE RUN IN AN EASTERL Y DIRECTION ALONG THE NORTH L1~~E OF
SAJD LOT 10, PRODUCED EASTERL Y TO THE HIGH WATER LINE OF THE ATLAN,I:
OCE~: THENCE RUN IN A SOUTHERLY DIRECTION, ME~DERING SAID HIGH
WATER LINE A DISTANCE OF '50.7 FEET. PLUS OR MINUS. TO A POINT; THENCE
RUN IN A WESTERLY DIRECTION ALONG THE SOUTH LINE OF LOT 10, IN BLOCK
56, PRODUCED EASTERLY. TO THE POINT OF BEGINNING.
PARCEL VII:
THE SOUTH 1/2 OF LOTS 8 AND. 1.3 AND ALL OF LOTS 7 AND 14, LESS T HE SOU T
12.65 FEET OF SAID LOTS 7 AND 14, TOGETHER WITH THAT PIECE OF PARCEL OF
LAND LYING BETWEEN THE NORTH AND SOUTH BOUNDARIES OF SAID
PROPERTY EXTENDING EASTWARD TO THE ATLANTIC OCEAN. ~L LYING AND
BEING IN BLOCK 56, OF FISHER'S FIRST SUBDIVISION OF ALTON BEACH,
ACCORDING TO THE PLAT THEREOF'. AS RECORDED IN PLAT BOOK 2. AT PAGE 77.
OF THE PUBLIC RECORDS OF DADE COUNTY. FLORIDA.
PARCEL VIII:
THAT PORTION OF AVENUE C (AlK/A 16TH STREET> AS SHOWN IN FISHER'S FIRST
SUBDIVISION OF' ALTON BEACH, RECORDED AT PLAT BOOK 2, AT PAGE 77. OF THE
PUBLIC RECORDS OF DADE COUNTY. FLORIDA. AND ITS EASTERLY EXTENSION
BOUNDED ON THE WEST BY THE EASTERLY RIGHT-OF'-WAY LINE OF COLLINS
AVENUE AND BOUNDED ON THE EAST BY THE EROSION CONTROL LINE. ALL OF
WHICH IS MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCE, AT THE NORTHWEST CORNER OF LOT 11, BLOCK 56, FISHER'S FIRST
SUBDIVISION OF' AI.. TON BEACH, PLAT BOOK 2, AT PAGE 77. OF' THE t'UBlIC
RECORDS OF DADE COUNTY. FLORIDA. SAID POINT BEING THE POINT OF
BEGINNING; THENCE NORTH 88 DEGREES 00 MINUTES 49 SECONDS EAST ALONG
THE NORTH LINE OF SAID BLOCK 56 AND ITS EASTERLY EXTENSION FOR A
DIST ANCE OF 576.20 FEET TO THE POINT OF INTERSECTION WITH THE EROSION
CONTROL LINE OF' THE A TL~TlC OCEAN; THENCE NORTH 8 DEGREES 54
MINUTES 53 SECONDS EAST, ALONG THE EROSION CONTROL LINE FOR A
DIST ANCE OF 71.28 FEET TO THE POINT OF INTERSECTION WITH THE EASTERL Y
EXTENSION OF THE SOUTH LINE OF BLOCK 55 OF THE ABOVE MENTIONED
FISHER'S FIRST SUBDIVISION OF' ALTON BEACH; THENCE SOUTH 88 DEGREES 00
MINUTES 49 SECONDS WEST, ALONG THE SOUTH LINE OF' SAID BLOCK 55 AND ITS
EASTERL Y EXTENSION F'OR A DIST ANCE OF' 577.88 FEET TO THE POINT OF'
INTERSECTION WITH THE EASTERLY RIGHT-OF-WAY OF COLLINS AVENUE;
THENCE SOUTH 07 DEGREES 35 MINUTES 04 SECONDS WEST. AlONG THE
EASTERL Y RIGHT-OF-WAY LINE OF COLLINS AVENUE FOR A DISTANCE OF 70.98
FEET TO THE POINT OF BEGINNING.
3 of ;.3
Exhibit 2.1(d)
COMPLETION GUARANTEE
This COMPLETION GUARANTEE (this "Guarantee") is made as of the _ day
of , 1996, by LOEWS CORPORATION, a Delaware corporation
(the "Guarantor"), in favor of MIAMI BEACH REDEVELOPMENT AGENCY, a public
body corporate and politic (herein referred to as the "Agency" or the "Owner").
RECITALS:
The Agency is contemporaneously herewith entering into that certain Agreement
of Lease (the "Ground Lease"), dated as of the date hereof, between the Agency, as
Owner, and MB Redevelopment, Inc., a Florida corporation, as Tenant, pursuant to
which Developer (hereinafter defined) has agreed to lease the Land (as defined in the
Ground Lease) on which the Hotel (as defined in the Ground Lease) will be
constructed.
The Agency is also contemporaneously herewith entering into that certain Hotel
Development Agreement (the "Hotel Development Agreement"), dated as of the date
hereof, between the Agency, as Owner, and MB Redevelopment, Inc., a Florida
corporation (the "Developer"), as Developer.
The Agency is also contemporaneously herewith entering into that certain
Garage Development Agreement (the "Garage Development Agreement"), dated as of
the date hereof, between the Agency, and St. Moritz Hotel Corp., Inc., a Florida
corporation ("SMHC"), an affiliate of Developer, in order to document the respective
rights and obligations of Owner and SMHC relating to the design, development and
construction of the "Project", as defined in the Garage Development Agreement
(including the Roadway Extension (as defined in the Ground Lease), the "Garage
Project").
Pursuant to the Ground Lease and the Hotel Development Agreement,
Developer will be required to develop, construct, furnish and equip the Hotel in
accordance with the terms thereof.
In consideration of the foregoing premises and for other good and valuable
consideration the receipt and legal sufficiency of which is hereby acknowledged,
Guarantor hereby agrees for the benefit of the Agency as follows:
1. Capitalized terms defined and used herein are used herein with the meanings
assigned herein to such terms. Unless the context otherwise requires, capitalized
terms which are used herein without definition and which are defined in the Hotel
MI962430.013
Development Agreement, are used herein with the meaning assigned to such
capitalized terms in the Hotel Development Agreement.
2. Provided that the Owner is not in default (beyond any applicable notice and cure
period) of any of the terms, covenants, conditions or obligations under Section 6.1 of
the Hotel Development Agreement or under Subsections 21.1, 21.3 and 21.4 of the
Ground Lease, Guarantor hereby absolutely and irrevocably guarantees to the Agency
the performance of the obligations of Developer to Substantially Complete the Project
(as defined in the Hotel Development Agreement) by the Completion Deadline.
Notwithstanding anything to the contrary contained in this Guarantee or the Hotel
Development Agreement, the Project shall be deemed "Substantially Completed" for the
purpose of this Guarantee if (i) the Project shall have been substantially completed in
accordance with the Plans and Specifications, as certified by the Architect and (ii) all of
the Improvements in the Project shall have been issued temporary certificates of
occupancy; provided, however, that to the extent the reason such temporary certificates
of occupancy shall not have been issued is due to the Owner's failure to substantially
complete the (a) Garage Project, which includes, but is not limited to, the issuance by
the applicable governmental authority of a temporary certificate of occupancy or
completion or a certificate of occupancy or completion for the Garage Project so that
Owner can occupy and use the Garage Project for its intended purpose and provide
Developer with the "Easement" for 560 "Parking Spaces" in the "Facility," as such terms
are defined in that certain Garage Easement Agreement dated as of the date hereof
between Owner and Developer and (b) Broadwalk Extension (as defined in the Ground
Lease), then this clause (ii) shall be deemed satisfied. The obligations being
guaranteed by Guarantor pursuant to this Section 2, are hereinafter collectively referred
to as the "Completion Obligation".
3. If the Completion Obligation is not performed by Developer by the Completion
Deadline, then, upon demand of the Agency, Guarantor shall perform the Completion
Obligation in accordance with this Guarantee. The Agency agrees to accept
performance by the Guarantor of all or any of the covenants, conditions or agreements
on the Developer's part to be performed under the Hotel Development Agreement with
the same force and effect as though performed by the Developer thereunder.
4. Guarantor shall not be deemed to have failed to perform its obligations
hereunder until Guarantor shall have failed to perform the Completion Obligation within
the cure period provided to Developer under the Hotel Development Agreement and all
cure periods provided to Guarantor shall run concurrently with the cure periods
provided to Developer under the Hotel Development Agreement.
5. Guarantor expressly agrees that the Agency may, in its sole and absolute
discretion, without notice to or further assent of Guarantor and without in any way
MI962430.013
-2-
releasing, affecting or impairing the obligations and liabilities of Guarantor hereunder:
(a) waive compliance with, or any default under, or grant any other indulgences with
respect to the Hotel Development Agreement; (b) modify, amend or change any
provision of the Hotel Development Agreement, or effect any release, compromise or
settlement in connection therewith; or (c) assign its entire interest in this Guarantee and
the Hotel Development Agreement to the City or any instrumentality of the Agency or, in
accordance with the Ground Lease, any other Person, or the City which succeeds to
the rights of the Agency under the Ground Lease in accordance with the terms thereof.
Notwithstanding the foregoing, (i) Guarantor's obligations and liabilities hereunder shall
be deemed to be released, affected or impaired to the extent that Developer's
obligations and liabilities under the Hotel Development Agreement are so waived,
modified, amended, changed, released, compromised, settled or in any other way
altered, and (ii) no amendment or modification to the Hotel Development Agreement
which increases the liability of Developer thereunder shall be made without the express
consent of Guarantor.
6. Except as otherwise expressly set forth in Section 2 and the last sentence of
Section 5 of this Guarantee, the obligations of Guarantor under this Guarantee shall be
unconditional, absolute and irrevocable, irrespective of the genuineness, validity,
regularity or enforceability of the Hotel Development Agreement or any security which
may have been given therefor or in connection therewith or any other circumstances
which might otherwise constitute a legal or equitable discharge of a surety or guarantor.
This Guarantee and the obligations of Guarantor hereunder shall not be affected,
impaired, modified or released by reason of (a) the making by Developer, any Affiliate
of Developer or Guarantor of any assignment for the benefit of creditors or the
bankruptcy or insolvency of Developer, any Affiliate of Developer or Guarantor, (b) any
action taken by Developer, any Affiliate of Developer or Guarantor in any bankruptcy or
insolvency proceeding, including, without limitation, disaffirmance of the Hotel
Development Agreement or the Ground Lease, (c) any default by Developer under the
Hotel Development Agreement or the Ground Lease, (d) the liquidation or dissolution of
Developer, any Affiliate of Developer or Guarantor, (e) any change in or termination of
Guarantor's ownership interest in Developer, (f) the enforcement by the Agency of any
of its rights under the Hotel Development Agreement or the Ground Lease, or (g) the
sale, conveyance, transfer or assignment by Developer of all or any portion of its
interest under the Hotel Development Agreement or the Ground Lease; it being agreed
that in the event of any of the foregoing, the liability of Guarantor hereunder shall
continue hereunder as if such event had not occurred.
7. Except as otherwise expressly set forth in Section 2 and the last sentence of
Section 5 of this Guarantee, the liability of Guarantor under this Guarantee shall be
primary, direct and immediate, and not conditional or contingent upon pursuit by the
Agency of any remedies it may have against Developer or any other Person with
MI962430.013
-3-
respect to the Hotel Development Agreement, any of the Project Documents or any
other agreement, whether pursuant to the terms thereof or by law or pursuant to any
other security agreement or guaranty. Guarantor and the Agency each acknowledge
and agree that this Guarantee is a guarantee of performance in respect of the
Completion Obligation. Anyone or more successive or concurrent actions may be
brought hereon against Guarantor with respect to the Completion Obligation, either in
the same action or proceeding, if any, brought against Developer or any other Person,
or in separate actions as often as the Agency, in its sole discretion, may deem
advisable. Guarantor may be joined in any action against Developer in connection with
the Hotel Development Agreement solely with respect to the Completion Obligation.
With respect to the Completion Obligation, recovery may be had against Guarantor in
such action or in any independent action against Guarantor without the Agency first
pursuing or exhausting any remedy or claim against Developer or any other Person, as
the case may be, or their respective successors or assigns. Until termination of this
Guarantee in accordance with the provisions hereof, the liability of Guarantor under this
Guarantee shall continue after (i) any assignment or transfer by Developer, or any
subsequent developer under the Hotel Development Agreement, of its interest under
the Hotel Development Agreement or (ii) any assignment or transfer by Developer, or
any subsequent tenant under the Ground Lease, of its interest under the Ground
Lease.
8. Except as otherwise expressly set forth in this Guarantee, Guarantor hereby
expressly waives: (a) presentment and demand for payment and protest of non-
payment; (b) notice of acceptance of this Guarantee and of presentment, demand and
protest; (c) notice of all indulgences under the Hotel Development Agreement or the
Ground Lease; (d) demand for observance or performance of, or enforcement of, any
terms and provisions of this Guarantee or the Hotel Development Agreement or the
Ground Lease; and (e) all other notices and demands otherwise required by law which
Guarantor may lawfully waive. Guarantor also waives, but only if and to the extent that
Guarantor may lawfully so do, trial by jury in any action brought on or with respect to
this Guarantee.
9. Guarantor shall not enforce any right of subrogation it may now or hereafter have
against Developer by reason of any payments or acts of performance by Guarantor in
compliance with the obligations of Guarantor hereunder, and Guarantor shall not
enforce any remedy which Guarantor now or hereafter shall have against Developer by
reason of anyone or more payments or acts of performance in compliance with the
obligations of Guarantor hereunder unless and until all of the obligations of Guarantor
hereunder have been fully discharged, performed and satisfied, whereupon Guarantor
shall have such subrogation rights as may be allowed under applicable law.
MI962430.013
-4-
10. No setoff, counterclaim or crossclaim, reduction or diminution of an obligation or
any defense of any kind or nature (other than performance of the Guaranteed
Obligations) shall be available to Guarantor in any action or proceeding brought by
Owner to enforce the Guaranteed Obligations; provided, however, that the foregoing
shall not be deemed a waiver of the right of Guarantor to assert any compulsory
counterclaim arising from a claim brought by Owner hereunder, nor shall the foregoing
be deemed a waiver of or prejudice in any manner whatsoever, Guarantor's right to
assert any claim which constitutes a defense, setoff, counterclaim or crossclaim of any
nature whatsoever against Owner in any separate action or proceeding. Guarantor
agrees that if at any time all or any part of any amounts at any time received by the
Agency from Developer, Guarantor, any Affiliate of Developer or Guarantor, or any
other Person, as the case may be, for or with respect to the Completion Obligation is or
must be rescinded or returned by the Agency by reason of any judgment or decree of
any court having jurisdiction (including, without limitation, by reason of the insolvency,
bankruptcy or reorganization of Developer, Guarantor, any Affiliate of Developer or
Guarantor, or any other Person), then Guarantor's obligations hereunder shall, to the
extent of the amount rescinded or restored, be deemed to have continued in existence
notwithstanding such previous receipt by the Agency and the obligation guaranteed
hereunder which was to have been discharged by such rescinded or restored amount
shall continue to be effective or reinstated, as the case may be, to the extent of such
amount, whether or not this Guarantee has terminated, and the obligations of the
Guarantor in this sentence shall survive the termination hereof.
11. The rights and remedies afforded to the Agency in this Guarantee are cumulative
and are not exclusive of any other right or remedy against Guarantor or any other
Person provided by law, in equity or under any other agreement or instrument and all
such rights and remedies may be exercised singly or concurrently. No delay or
omission by the Agency in exercising any such right or remedy shall operate as a
waiver thereof. No waiver of any right or remedy hereunder shall be deemed made by
the Agency unless in writing and shall apply only to the particular instance specified
therein and shall not impair the further exercise of such right or remedy or of any other
right or remedy of the Agency, and no single or partial exercise of any right or remedy
hereunder shall preclude any other or further exercise thereof or of any other right or
remedy.
12. If any provision of this Guarantee or any portion thereof is declared or found by a
court of competent jurisdiction to be unenforceable or null and void, such provision or
portion thereof shall be deemed stricken and severed from this Guarantee, and the
remaining provisions and portions thereof shall continue in full force and effect.
13. This Guarantee shall inure solely to the benefit of the Agency, and the City or
any instrumentality of the Agency or the City or any other Person which succeeds to the
MI962430.013
-5-
rights of the Agency under the Ground Lease and in accordance with the terms thereof,
and shall be binding solely upon Guarantor, its successors and assigns.
14. This Guarantee shall be governed by and construed in accordance with the laws
of the State of Florida applicable to agreements made and to be wholly performed
within the State of Florida.
15. This Guarantee shall constitute the entire agreement of Guarantor with the
Agency with respect to the subject matter hereof. This Guarantee may not be modified
or amended, except by an agreement in writing executed by all of the parties hereto.
16. In order to induce the Agency to enter into this Guarantee, Guarantor represents
and warrants to the Agency that as of the date hereof:
(i) Guarantor is a corporation duly organized, validly existing, and in
good standing under the laws of the State of Delaware;
(ii) Guarantor has the requisite corporate power and authority to enter
into and carry out the terms and provisions of this Guarantee, and
the execution, delivery, and performance of this Guarantee have
been duly authorized and approved by all requisite corporate
action;
(iii) This Guarantee constitutes a valid and binding obligation of
Guarantor enforceable against Guarantor in accordance with its
terms (subject to any bankruptcy, insolvency, reorganization,
receivership, moratorium or similar laws affecting the rights and
remedies of creditors generally, and subject to the effect of general
principles of equity, whether applied by a court of law or equity);
(iv) Guarantor's execution and performance of this Guarantee will not
result in a breach or violation of, or default under, any
Requirements applicable to Guarantor or any agreement, order,
commitment, judgment, or decree by which Guarantor is bound;
(v) Guarantor is an Affiliate of Developer by virtue of Guarantor's
indirectly owning all of the issued and outstanding stock of
Developer; and the person executing this Guarantee on behalf of
Guarantor has all requisite authority to do so, as a duly authorized
officer of Guarantor; and
MI962430.013
-6-
(vi) Guarantor is solvent and will not be rendered insolvent by reason
of this Guarantee.
17. Whenever it is provided herein that notice, demand, request, consent, approval
or other communication shall or may be given to, or served upon, either of the parties
by the other, or whenever either of the parties desires to give or serve upon the other
any notice, demand request, consent, approval or other communication with respect
hereto, each such notice, demand, request, consent, approval or other communication
(herein referred to in this Section 17 as a "Notice") shall be in writing and shall be
effective for any purpose only if given or served by (i) certified or registered U.S. Mail,
postage prepaid, return receipt requested, (ii) personal delivery with a signed receipt or
(iii) a recognized national courier service, addressed as follows (or to such other
addresses as a party may direct by a Notice to the other party hereto; provided,
however, that the number of parties to receive such Notice, together with copies
thereof, shall not be increased):
if to Guarantor: Loews Corporation
667 Madison Avenue
New York, New York 10021
Attention: Corporate Secretary
with a copy to: Hughes Hubbard & Reed
201 S. Biscayne Boulevard, Suite 2500
Miami, Florida 33131
Attention: William A. Weber, Esq.
if to the Agency: Miami Beach Redevelopment Agency
Executive Director
1700 Convention Center Drive
Miami Beach, Florida 33139
and with a copy to: Squire, Sanders & Dempsey
Two Renaissance Square
Phoenix, Arizona 85004
Attention: Richard F. Ross, Esq.
Any Notice may be given, in the manner provided in this Section, on behalf of any party
by such party's attorneys as designed by such party by Notice hereunder. Every Notice
shall be effective on the date actually received, as indicated on the receipt therefor or
on the date delivery thereof is refused by the recipient thereof.
MI962430.013
-7-
18. The acceptance by the Agency of this Guarantee shall constitute its acceptance
of the terms and provisions hereof.
19. This Guarantee shall terminate, and Guarantor shall be released from any and
all further obligations and liabilities hereunder, at such time as the Completion
Obligation has been performed (except as otherwise provided in Section 9 or Section
10 hereof).
20. This Guarantee and the obligations of Guarantor hereunder are solely corporate
obligations of the Guarantor, and no personal liability whatever shall attach to, or is or
shall be incurred by, the incorporators, stockholders, officers, directors or employees of
the Guarantor, or of any successor corporation, or any of them, under or by reason of
the obligations, covenants or agreements contained in this Guarantee or implied
therefrom; and any and all such personal liability, either at common law or in equity or
by constitution or statute, of, and any and all such rights and claims against, every such
incorporator, stockholder, officer, director or employee, as such, or under or by reason
of the obligations, covenants or agreements contained in this Guarantee or implied
therefrom, are hereby expressly waived and released as a condition of, and as a
consideration for, the execution and delivery of this Guarantee by Guarantor.
EXECUTED as of the day and year first above written.
LOEWS CORPORATION, a Delaware
corporation
By:
ATTEST:
Name:
By:
Title:
Name:
Secretary
MI962430.013
-8-
Exhibit 3.1 (a)
Preliminary Plans and Specifications
W 6-M196261 0.084/09120/96
Exhibit :J.l(u)
Hotel Development Agreement
RevIsed <) 20 90
Index of preliminary Plans and Specifications
A. GMP Drawinlls and Specifications ( Issued July 24, 1996 )
A.I Drawinis: As per those generally dated July 24, 1996, described within Exhibit "A-I" and
prepared by various consultants.
A.2 Specifications: Volumes 1 and 2 of "Specification Manual", dated July 24, 1996 and prepared
by various consultants.
A.3~
A.3a. "Project Manual", dated July 24, 1996 and prepared by various consultants ( Describes
specific details, supplemental to Drawings and Specifications )
A.3b. "Bid Manual", Dated July 24, 1996 and prepared by various consultants (Includes
already obtained permits and approvals, geotechnical report. wind load assessment
study; and other. )
A.3c. " Material Reference and Details", dated May 10, 1996 and prepared by Hirsch Bedner
and Associates.
B. Clarifications to GMP Drawinls and Specifications
B.1. Drawinis
B.l a. Architectural
A4.18
A4.20
A8.0
A8.2
A9.0
A9.1
A9.3
A9.5
A10.6
AlO.6.1
Main Building Plan
Cooling Tower Enclosure
West Elevation
South Elevation
West Elevation
Partial South Elevation
East Elevation
Partial North Elevation
Section through Cupola
Palm Court Reflected Ceiling Plan
B.1 b;Kitchen EQJl\pment
K2.01 Main Kitchen Equipment Layout
10.01 Main Kitchen Equipment Plumbing
Rough-In locations
K4.01 Main Kitchen Equipment - Electrical
Rough-In locations
K6.0 1 Main Kitchen Equipment - Electrical
Deck locations
August 5, 1996.
August 5, 1996.
August 5, 1996.
August 5, 1996.
August 5, 1996.
August 5, 1996.
August 5, 1996.
August 5, 1996.
August 5, 1996.
August 5, 1996.
August 5, 1996.
August 5, 1996.
August 5, 1996.
August 5, 1996.
R1c. Mechanical Drawinis
As described in Exhibit "A-2", and prepared by Steven Feller Inc.
1 of 3
B.l d. Structural
As descnbed III Exhibit "A-3", and prepared by R1va Klem and Timmons. as dated
August 9, 1996.
8.2. QtW
B.2a. " Clarifications to GMP Set" dated July 24, 1996, dated August 9, 1996 and prepared
by Nichols, Brosch & Sandoval.
B.2b. "Response to Lehrer McGovern & Bovis 70 % Construction Document Review", dated
August 9, 1996 and prepared by Nichols, Brosch & Sandoval
8.2c. Supplemental Details as follows:
Plan-16th Presidential Suite
Plan-17th Presidential Suite
Skylights Detail 15/10
Skylights Detail 16/10
Skylights Detail 31/07
Vent Detail 37/05
Access Door Detail 38105
Partition Detail 29/09
Head Type H13/Jamb Type 113 51/08
Tieback Receptor Derail 36/05
Typical Unit Partition Types
Power & Grounding Details 1 Specifications
August 7, 1996.
August 7, 1996.
August 9, 1996.
August 9, 1996.
August 9, 1996.
August 9, 1996.
August 9, 1996.
August 9, 1996.
August 9, 1996.
August 9, 1996.
August 9, 1996.
C. Re$ponses to Construction Manarer's " Requests for Information" ( RFI's )
As per Exhibit "A-4" including responses from consultants as noted.
D. Supplemental Drawinls and Specifications
* D.1. Electrical Drawinrs and Specifications
Drawings E-1 through E-58, E-61 through E-81, E-92, E-93 and E-94 (previously numbered
E-95 and E-96), dated September 9, 1996 and as prepared by Steven Feller Inc. (Prior
Drawings E-93 and E-94 are deleted.)
D. 3. Pool Drawinrs and Specifications
Drawing No. SP-8, SP-9 and SP-12, dated August 20, 1996 and as prepared by Kehler
Engineering Associates, Inc.
* D.4. Lirhtinr 1 Dimminr Drawinrs and Specifications ( See Amendment - Exhibit "B" )
DAa:-Drawings as described in Exhibit "A-5", dated September 15, 1996 and as prepared by PHA
-lighting.
DAb. "Lighting Fixtures General Conditions and Specifications", dated September 15, 1996 and
prepared by PHA Lighting.
D.4c. "Lighting Control 1 Dimming System General Conditions and Specifications", dated
September 15, 1996 and prepared by PHA Lighting.
D.5. Hardware Drawinrs and Specifications ( See Amendment - Exhibit "B" )
D.5a. Drawings No. A17.0, A17.1, A17.2, SM-A10.0 dated August 13,1996 and prepared by Nichols
Brosch and Sandoval.
D.5.b. Specifications undated and prepared by Nichols Brosch & Sandoval
2 of 3
D.6. yfillwork SpecIficatIOns
"Preamble and General Conditions" ( all sections) undated and prepared by Hirsch Bedner and
Associates.
D.7. Kitchen EQUipment Drawinl:s
As described in Exhibit "A-6". dated August 5 and 27, 1996 and prepared by Hilliker and ASSOCiates.
D.8.~
D.8a. Steven Feller Inc, August 14, 1996 response to Lehrer McGovern ( Keith Allen) memo of
August 13, 1996 as to miscellaneous issues.
D.8b. Steven Feller, Inc. August 19, 1996 response to Lehrer McGovern ( Frank Cook) memo of
August 8, 1996 as to electrical issues.
D.8c. Steven Feller, Inc. August 20, 1996 response to Jaros Baum & Bolles letter of August 12, 1996
as to mechanical engineering issues.
D.8d. "Secretary of Interior Standards for Rehabilitation and Guidelines for Rehabilitating Historic
Structures" undated and prepared by US Department of Interior - National Park Service.
( Construction Manager, however, is not responsibile as to any design guidelines contained
within same ).
* D.8e. Steven Feller letter dated September 12, 1996 to Paul Fleckenstein describing changes to
electrical drawings resulting from reduction of light fIxture scope. ( If revised lighting
drawings require additional circuits, Owner may, at its sole discretion, reduce the number of
fIxtures, or assume cost of same. It is assumed that no more than six (6) additional circuits may
be required ).
*Owner has approved in concept those terms, but reserves the right to further
review and comment on these items.
. 3 of 3
EXHIBIT "A-I"
GMP Drawings and Specifications
'I
I
I
I
I
o
I
-
Q
-
I
II
.
rJ
CIVIL
CONSUL-TECH ENGINEERING, INC.
10570 N.W. 27TH Street, Suite 101
Miami, FL 33172
(305) 599-3141 (305) 599-3143 FAX
July 24, 1996 GMP ISSUE
C-1 DEMOLITION PLAN
C-2 PAVING & GRADING PLAN
C-3 DRAINAGE PLAN
C-4 UTILITIES PLAN
C-5 UTILITIES PROFILES
C-6. GENERAL DETAILS
C-7 GENERAL DETAILS
C-8 GENERAL DETAILS
TRAFFIC
DAVID PLUMMER & ASSOCIATES
1750 Ponce de Leon Boulevard
Coral Gables, FL 33134
July 24, 1996 GMP ISSUE
ROADWAY IMPROVEMENTS PLANS SHEET DESCRIPTION
1 KEY SHEET
2 MISCELLANEOUS DETAILS
3 GENERAL NOTES
4 ROADWAY PLANS
5 PROFILE
SIGNALIZATION PLANS SHEET DESCRIPTION
1 KEY SHEET
2 TABULATION OF SIGNAL EQUIPMENT
3 TABULATION OF QUANTITIES FOR SIGNING & PAVEMENT MARKINGS
4 GENERAL NOTES
5 SIGNALIZATION PLAN
6 SIGNING & PAVEMENT MARKING PLAN
7 STEEL MAST ARM DETAILS
8 STEEL MAST ARM DATA
LANDSCAPE
BRADSHAW GILL & ASSOC/A TES
4337 Seagrape Drive
Lauderdale By The Sea, FL 33308
(954) 772-0724 (954) 772-8417 FAX
GMP ISSUE Dated July 24, 1996
L 1 OVERALL LANDSCAPE SITE PLAN
L 1 A REVISIONS
L2 NORTHWEST LAYOUT 1 GRADING PLAN
L3 NORTHEAST LAYOUT / GRADING PLAN
L4 SOUTHWEST LAYOUT / GRADING PLAN
L5 SOUTHEAST LAYOUT / GRADING PLAN
L6 NORTHWEST HARDSCAPE MATERIALS PLAN
L7 NORTHEAST HARDSCAPE MATERIALS PLAN
L8 SOUTHWEST HARDSCAPE MATERIALS PLAN
L9 SOUTHEAST HARDSCAPE MATERIALS PLAN
L 10 ARRIVAL COURT FOUNTAIN DETAILS
L 11 PALM COURT FOUNTAIN DETAILS
L 12 SWIMMING POOL FOUNTAIN DETAILS
L 12A SWIMMING POOL FOUNTAIN DETAILS
L 13 CENTRAL WALK:NAY DETAILS
L 14 LANDSCAPE DETAILS
LP1 OVERALL SITE TREE & PALM PLANTING PLAN
LP2 OVERALL SITE SHRUB & GROUND COVER PLANTING PLAN
LP3 OVERALL SITE PLANT LIST
LP5 FOURTH FLOOR ROOF GARDEN PLANTING PLAN
-
A 0.1
A 1.1
A 1.2
A 1.20
A 1.21
A 1.22
A 1.23
A 2.0
A 2.1
A 2.2
A 2.3
A 2.4
A 2.5
A 2.6
A 2.7
A 2.8
A 2.9
A 3.0
A 3.1
A 3.2
A 3.3
A 3.4
A 4.0
A 4.1
A 4.2
A 4.3
A 4.4
A 4.5
A 4.6
A 4.7
A 4.S
A 4.9
A 4.10
ARCHITECTURE
NICHOLS BROSCH SANDOVAL & ASSOCIATES, INC.
2600 Douglas Road, Suite 900
Coral Gables, FL 33134
(305) 443-5206 (305) 446-2872 FAX
July 24, 1996 GMP ISSUE
TITLE SHEET
LOCATION PLAN
PROPOSED SITE PLAN
EXISTING SITE PLAN & SURVEYS
EXISTING SITE PLAN & SURVEYS
EXISTING SITE PLAN & SURVEYS
EXISTING SITE PLAN & SURVEYS
GRADE LEVEL. FIRE RATING I EGRESS PLAN 1/16" = l'
LOBBY LEVEL FIRE RATING I EGRESS PLAN 1/16" = l'
SECOND LEVEL FIRE RATING I EGRESS PLAN 1/16" = l'
THIRD LEVEL FIRE RATING I EGRESS PLAN 1/16" = l'
FOURTH LEVEL FIRE RATING I EGRESS PLAN 1/16" = l'
FIFTH THRU THIRTEENTH LEVELS FIRE RATING I EGRESS PLANS 1/16" = l'
FOURTEENTH LEVEL FIRE RATING I EGRESS PLAN S 1/16" = l'
FIFTEENTH LEVEL FIRE RATING I EGRESS PLANS 1/16" = l'
SIXTEENTH LEVEL FIRE RATING I EGRESS PLANS 1/16" = l'
SEVENTEENTH LEVEL F1RE RATING I EGRESS PLANS 1/16" = l'
MAIN BUILDING, SOUTH RETAIL & POOL BAR
GRADE LEVEL FLOOR PLAN 1/16" = l'
LOBBY LEVEL FLOOR PLAN 1/16" = l'
SECOND LEVEL FLOOR PLAN 1/16" = l'
THIRD LEVEL FLOOR PLAN 1 116" = l'
FOURTH LEVEL FLOOR PLAN 1/16" = l'
GRADE LEVEL FLOOR PLAN 1 18" = l'
GRADE LEVEL FLOOR PLAN 1 IS" = l'
GRADE LEVEL FLOOR PLAN 1 IS" = l'
LOBBY LEVEL FLOOR PLAN 1 18" = l'
LOBBY LEVEL FLOOR PLAN 1/8" = l'
LOBBY LEVEL FLOOR PLAN 1 IS" = l'
SECOND LEVEL FLOOR PLAN 1/S" = l'
SECOND LEVEL FLOOR PLAN 1/S" = l'
SECOND LEVEL FLOOR PLAN 1 IS" = l'
THIRD LEVEL FLOOR PLAN 1/8" = l'
THIRD LEVEL FLOOR PLAN 1/8" = l'
A 4.11
A 4.12
A 4.13
A 4.14
A 4.15
A 4.16
A 4.17
A 4.18
A 4.19
A 4.20
ARCHITECTURE
NICHOLS BROSCH SANDOVAL & ASSOCIATES, INC.
2600 Douglas Road. Suite 900
Coral Gables. FL 33134
(305) 443-5206 (305) 446-2872 FAX
July 24, 1996 GMP ISSUE (Continued)
THIRD LEVEL FLOOR PLAN 1/8" = l'
FOURTH FLOOR PLAN 1/8" = l'
FIFTH THRU THIRTEENTH FLOOR PLANS 1/8" = l'
FOURTEENTH FLOOR PLAN 1/8" = l'
FIFTEENTH FLOOR PLAN 1/8" = l'
SIXTEENTH FLOOR PLAN 1/8" = l'
SEVENTEENTH FLOOR PLAN 1 18" = l'
ROOF PLAN 1/8" = l'
CUPOLA. FLOOR PLANS 1/8" = l'
COOLING TOWER ENCLOSURE
A 5.0 GUESTROOM PLAN 1/4" = l'
A 5.1 GUESTROOM PLAN 1/4" = l'
A 5.2 GUESTROOM PLAN 1/4" = l'
A 5.3 GUESTROOM PLAN 1/4" = l'
A 5.4 GUESTROOM PLAN 1/4" = l'
A 5.5 GUESTROOM PLAN 1/4" = l'
A 5.6 GUESTROOM PLAN 1/4" = l'
A 5.7 GUESTROOM PLAN 1/4" = l'
A 5.8 LOCKER PLANS 1/4" = l'
A 5.9 TOILET PLANS 1/4" = l'
A 6.0 LOCKERS ELEVATIONS 1/4" = l'
A 6.1 LOGGIA REFLECTED CEILING PLAN 1/8"=1'
A 7.0 STAIR PLANS 1/4"
A 7.1 STAIR PLANS 1/4"
A 7.2 STAIR PLANS 1/4"
A 7.3 STAIR PLANS 1/4"
A 7.4 RAMP PLA.NS 1/4"
A 7.5 RAMP PLANS 1/4"
A 8.0 WEST ELEVATION 1/16" = l'
A 8.1 SOUTH ELEVATION 1/16" = l'
A 8.2 EAST ELEVATION 1/16" = l'
A 8.3 NORTH ELEVATION 1/16" = l'
,
--
t
I
/
A 9.0
A 9.1
A 9.2
A 9.3
A 9.4
A 9.5
A 9.6
A 9.7
A 10.0
A 10.1
A 10.2
A 10.3
A 10.4
A 10.5
A 10.6
A 10.6.1
A 10.6.2
A 10.7
A 10.8
A 10.9
A 10.10
A 10.11
A 10.12
A 10.12.1
A 10.13
A 10.14
A 10.15
A 10.16
A 10.17
A 10.18
A 10.19
A 10.20
A 10.21
A 10.22
A 10.23
A 10.24
.--
-
NICHOLS BROSCH SANDOVAL & ASSOCIATES. INC.
2600 Douglas Road. Suite 900
Coral Gables, FL 33134
(305) 443-5206 (305) 446-2872 FAX
July 24, 1996 GMP ISSUE (Continued)
BUILDING ELEVATION 1/8"
BUILDING ELEVATION 1/8"
BUILDING ELEVAT10N 1/8"
BUILDING ELEVATION 1/8"
BUILDING ELEVATION 1/8"
BUILDING ELEVATION 1/8"
CONVENTION DROP OFF SECTIONS AND ELEVATIONS
BEACH WALK WALL ELEVATIONS AND SECTIONS
LOEWS WALL SECTIONS
BUILDING SECTION 1/8" = l'
BUILDING SECTION 1/8" = l'
BUILDING SECTION 1/8" = l'
BUILDING SECTIONS 3/8" = l'
BUILDING SECTIONS 3/8" = l'
BUILDING SECTIONS 3/8" = l'
BUILDING SECTIONS 3/8" = l'
PALM COURT REFLECTED CEILING PLAN & SECTION 1/4" = l'
SECTION THRU TUNNEL 3/8" = l'
BUILDING SECTION 3/8" = l'
BUILDING SECTION 3/8" = l'
BUILDING SECTION 3/8" = l'
BUILDING SECTION 3/8" = l'
BUILDING SECTION 3/8" = l'
BUILDING SECTION 3/8" = l'
BASEMENT RAMP SECTION 3/8" = l'
BUILDING SECTION 3/8" = l'
SECTION THRU PUBLIC ELEVATORS 1/4" = l'
SECTION THRU SERVICE ELEVATORS 1/4" = l'
BUILDINQSECTIONS 3/8" = l'
SECTION THRU SEMINAR ROOM 3/8" = l'
SECTION THRU ESCALATORS'
STAIR SECTIONS 1/4" = l'
STAIR SECTIONS 1/4" = l'
STAIR SECTIONS 1/4" = l'
STAIR SECTIONS 1/4" = l'
STAIR SECTIONS. 1/4" = l'
RAMP SECTIONS 1/4" = l'
-="
A 11.0
A 11.1
A 11.2
A 11.3
A 11.4
A 11.5
A 11'.6
A 11.7
A 11.8
A 12.0
A 13.0
A 13.1
A 16.0
A 17.0
A 17.1
A 17.2
ARCHITECTURE
NICHOLS BROSCH SANDOVAL & ASSOCIA iES. INC.
2600 Douglas Road, Suite 900
Coral Gables, FL 33134
(305) 443-5206 (305) 446-2872 FAX
July 24, 1996 GMP ISSUE (Continued)
WINDOW ELEVATIONS 3/8" = l'
WINDOW ELEVATIONS 3/8" = l'
WINDOW ELEVATIONS 3/8" = l'
PARTIAL ELEVATION-MAIN ENTRY
STOREFRONT, WINDOWS, DOORS & GLASS BLOCK ELEVATIONS 1/4" = l'
STOREFRONT, WINDOWS, DOORS & GLASS BLOCK ELEVATIONS 1/4" = l'
STOREFRONT, WINDOWS, DOORS & GLASS BLOCK ELSVATIONS 1/4" = l'
STOREFRONT, WINDOWS, DOORS & GLASS BLOCK ELEVATIONS 1/4"': l'
STOREFRONT, WINDOWS, DOORS & GLASS BLOCK ELEVATIONS 1/4" = l'
CANOPY
POOL BAR
SHADE PAVILIONS
FINISH SCHEDULE
DOOR SCHEDULE
DOOR SCHEDULE
DOOR SCHEDULE
ST. MORITZ
SMA 1.0 DEMOLITION SITE PLAN 1" = 20'
SMA 1.1 GROUND LEVEL / LOBBY LEVEL DEMOLITION PLANS, 1/8" = 1'- 0"
SMA 1.2 TYPICAL FLOORS THIRD - ELEVENTH DEMOLITION PLAN 1/4" = 1'- 0"
SMA 1.3 PENTHOUSE LEVEL (12TH FLOOR) DEMOLITION PLAN 1/4" = 1'- 0"
SMA 1.4 SOLARIUM LEVEL (13TH FLOOR) DEMOLITION PLAN 1/4" = 1'- 0"
SMA 1.5 MECHANICAL LEVEL / ELEVATOR MACHINE ROOM / ROOF LEVEL
DEMOLITION PLANS 1/4" = 1 '- 0"
SMA 2.0 WEST ELEVATION / EAST ELEVATION DEMOLITION 1/8" = 1'- 0"
SMA 2.1 NORTH E-lEVATION DEMOLITION 1/8" = 1'- 0"
SMA 2.2 SOUTH ELEVATION DEMOLITION 1/8" = 1'- 0"
SMA 2.3 PHOTOGRAPHS
SMA 2.8 FIRE RATING (GROUND & LOBBY)
SMA 2.9 FIRE RATING (THIRD LEVEL TO ROOF)
ARCHITECTURE
NICHOLS BROSCH SANDOVAL & ASSOCIATES. INC.
2600 Douglas Road, Suite 900
Coral Gablesf FL 33134
(305) 443-5206 (305) 446-2872 FAX
July 24, 1996 GMP ISSUE (Continued)
SMA 3.0 GROUND LEVEL FLOOR PLAN 1/8" = 1'- 0"
SMA 3.1 LOBBY LEVEL FLOOR PLAN & ROOF PLANS AT EXTENSION &
RESTAURANT 1/8" = 1'.0"
SMA 3.2 THIRD LEVEL PLAN 1/4" = 1'. 0"
SMA 3.3 FOURTH THRU ELEVENTH FLOOR PLANS 1/4" = 1'. A"
SMA 3.4 TWELFTH FLOOR PLAN (PENTHOUSE) 1/4" = 1'.-0"
SMA 3.5 13TH FLOOR PLAN (SOLARIUM) 1/4" = 1'. 0" _
SMA 3.6 14TH FLOOR I ELEVATION MACHINE ROOM I ROOF PLANS 1/4" = 1'.0"
SMA 3.7 BLOW-UPS (GROUND LEVEL)
SMA 3.8 BLOW-UPS (SECOND LEVEL)
SMA 5.0 WEST AND EAST ELEVATIONS 1/8" = 1'-0"
SMA 5.1 NORTH ELEVATION 1/8" = 1'-0"
SMA 5.2 SOUTH ELEVATION 1/8" = 1'-0"
SMA 6.0 STAIR ELEVATIONS
SMA 7.0 WALL SECTIONS
SMA 7.1 DETAILS
SMA 7.2 BUILDING CROSS-SECTIONS
SMA 7.3 BUILDING CROSS-SECTIONS
SMA 7.4 BUILDING CROSS-SECTIONS
SMA 7.5 TYPICAL MOLDING PROFILES
SMA 8.0 DOOR & WINDOW ELEVATIONS
SMA 10.0 DOOR SCHEDULE
SMA 10.1 FINISH SCHEDULE
80-1
81-1
81-2
81-3
81-4
81-5
81-6
81-7
81-8
81-9
81-10
8 1-1 OA
81-11
81-12 .
81-13
51-14
51-15
51-16
81-17
82-1
82-2
82-3
82-4
82-5
82-6
82-7
82-8
82-9
82-10
-
STRUCTURAL
RIV A, KLEIN & TIMMONS
4914 S. W. 72nd Avenue
Miami, FL 33155
(305) 661-0310 (305) 667-2168 FAX
July 24, 1996 GMP ISSUE
GENERAL NOTE8 & INDEX TO DRAWINGS
MAIN BUILDING - GRADE / PARKING FOUNDATION PLA.N
RETAIL NORTH - GRADE FOUNDATION PLAN
RETAIL NORTH - GROUND FLOOR FRAMING PLAN
8T. MORITZ - GROUND FOUNDATION PLAN
RETAIL SOUTHIOFF1CE - GROUND FOUNDATION PLA.N
JUNIOR BALLROOM - SECOND FLOOR FRAMING PLA.N
JUNIOR BALLROOM - ROOF FRAMING PLAN
8T. MORITZ - 8ECOND FLOOR FRAMING PLAN
RETAIL SOUTH I OFFICE - SECOND FLOOR FRAMING PLAN
MAIN BUILDING - SECOND FLOOR FRAMING PLA.N
ST. MORITZ - ROOF FRAMING PLAN
RETAIL SOUTH / OFFICE - ROOF FRAMING PLA.N
MAIN BUILDING - THIRD FLOOR FRAMING PLA.N
MAIN BUILDING - FOURTH FLOOR FRAMING PLA.N
MAIN BUILDING - FOURTH FLOOR FRAMING PLA.N (ALTERNATE)
MAIN BUILDING - FIFTH THRU THIRTEENTH FLOOR FRAMING PLAN
MAIN BUILDING - FOURTEENTH FLOOR FRAMING PLA.N
MAIN BUILDING - FIFTEENTH FLOOR FRAMING PLA.N
MAIN BUILDING - SIXTEENTH FLOOR FRAMING PLA.N
MAIN BUILDING - SEVENTEENTH FLOOR FRAMING PLA.N
MAIN BUILDING - ROOF FRAMING PLAN
MAIN BUILDING - CUPOLA. TOWER FRAMING PLA.NS
PILE CAP DETAILS AND PILE CAP SCHEDULE
FOUNDATION MATS FOR MAIN BUILDING SHEARWALLS
FOUNDATION TYPICAL DETAILS
FOUNDATION TYPICAL DETAILS
FOUNDATION TYPICAL DETAILS
POOL BAR FRAMING PLA.NS AND SECTIONS
BALLROOM STAIR SECTIONS, SERVICE ELEVATOR 4&5 SECTION & DETAILS
OBELISK FOUNTAIN SECTIONS
WAL'r<WAY - FOUNTAIN SECTIONS
ST. MORITZ - FOUNDATION DETAILS & SECTIONS
STRUCTURAL
RIV A, KLEIN & TIMMONS
4914 S.W. 72nd Avenue
Miami, FL 33155
(305) 661-0310 (305) 667-2168 FAX
July 24, 1996 GMP ISSUE (Continued)
S3-1 TYPICAL POST-TENSIONED FRAMING DETAILS
S3-2 POST-TENSIONED I CONCRETE BEAM AND SLAB SCHEDULES
S3-3 FRAMING DETAILS AND STAIR SECTION #4
S3-4 FRAMING SECTIONS
S3-5 FRAMING SECTIONS
S3-6 FRAMING SECTIONS
S3-7 ST. MORITZ - FRAMING SECTIONS
S3-8 ST. MORITZ - FRAMING SECTIONS
S4-1 TYPICAL MASONRY FRAMING DETAILS
S4-2 ROOF FRAMING DETAILS AND SECTIONS
S4-3 BALLROOM ROOF FRAMING SECTIONS
S4-4 MAIN BUILDING - FRAMING SECTIONS AND DETAILS
S5-1 CONCRETE COLUMN SCHEDULE
S5-2 NON-SCHEDULED CONCRETE COLUMNS AND DETAILS
S6-1 MAIN BUILDING - SHEARWALL ELEVATIONS
A/C-1
A/C-2
A/C-3
A/C-4
A/C-5
A/C-6
A/C-?
A/C-8
A/C-9
A/C-1 0
A/C-11
A/C-12
A/C-1 3
A/C-14
A/C-15
A/C-16
A/C-16A
A/C-17
A/C-18
A/C-19
A/C-20
A/C-21
A/C-22
AlC-23
AlC-24
A/C-25
A/C-26
A/C-27
A/C-28
A/C-29
AlC-30
AlC-31
AlC-32
A/C-33
A/C-34
A/C-35
A/C-36
A/C-37
-
MECHANICAL ENGINEERS
STEVEN FELLER ASSOCIATES
2701 W. OAKLAND PARK BLVD.
OAKLAND PARK. FL 33311
(954) 739-7400 (954) 733-0041 FAX
July 24. 1996 GMP ISSUE
SITE PLA.N (OVERALL ROOF PLA.N) - HVAC 1" = 20'-0"
MAIN BUILDING GRADE LEVEL PARKING WEST HVAC 1/8" = 1"
MAIN BUILDING GRADE LEVEL PARKING EAST HVAC 1/8" = 1"
MAIN BUILDING GROUND FLOOR WEST HVAC 1/8" = 1"
MAIN BUILDING GROUND FLOOR EAST HVAC 1/8" = 1"
MAIN BUILDING SECOND FLOOR WEST HVAC 1/8" = 1"
MAIN BUILDING SECOND FLOOR EAST HVAC 1/8" = 1"
MAIN BUILDING THIRD FLOOR WEST HVAC 1/8" = 1"
MAIN BUILDING THIRD FLOOR EAST HVAC 1/8" = 1"
MAIN BUILDING FOURTH FLOOR WEST HVAC 1/8" = 1"
MAIN BUILDING FOURTH FLOOR EAST HVAC 1/8" = 1"
MAIN BUILDING FIFTH-THIRTEENTH FLOOR HVAC 1/8" = 1"
MAIN BUILDING FOURTEENTH FLOOR HVAC 1/8" = 1"
MAIN BUILDING FIFTEENTH FLOOR HVAC 1/8" = 1"
MAIN BUILDING SIXTEENTH FLOOR HVAC 1/8" = 1"
MAIN BUILDING SEVENTEENTH FLOOR HVAC 1/8" = 1"
ALTERNATE #1, OIA DIRECTLY INTO THE GUESTROOMS
MAIN BUILDING ROOF HVAC 1/8" = 1"
CUPOLA. HV AC PLA.N
ST. MORITZ BUILDING GROUND LEVEL HVAC 1/8" = 1"
ST. MORITZ BUILDING LOBBY LEVEL HVAC 1/8" = 1"
ST. MORITZ BUILDING THIRD FLOOR HVAC 1/8" = 1"
ST. MORITZ BUILDING FOURTH - ELEVENTH FLOOR HVAC 1/4" = 1"
ST. MORITZ BUILDING TWELFTH FLOOR HVAC 1/4" = 1"
ST. MORITZ BUILDING THIRTEENTH FLOOR HVAC 1/4" = 1"
ST. MORITZ BUILDING ROOF PLA.N HVAC 1/4" = 1"
SOUTH RETAIL BUILDING HVAC 1/4" = 1"
FAN COlL UNITS, RISER DIAGRAMS MAIN BUILDING
BATHROOM EXHAUST DUCT RISER NORTH PORTION I MAIN BUILDING
BATHROOM EXHAUST DUCT RISER ST. MORITZ
FAN COIL UNIT RISER DIAGRAM ST. MORITZ
BATHROOM EXHAUST DUCT RISER DIAGRAM ST. MORITZ
MECHANICAL EQUIPMENT SCHEDULES
MECHANICAL EQUIPMENT SCHEDULES
MECHANICAL EQUIPMENT SCHEDULES
MECHANICAL EQUIPMENT DETAILS
MECHANICAL EQUIPMENT DETAILS
MECHANICAL EQUIPMENT DErAILS
A/C-38
A/C-39
A/C-40
AJC-41
AJC-42
-
MECHANICAL ENGINEERS
STEVEN FELLER ASSOCIA TES
2701 W. OAKLAND PARK BLVD.
OAKLAND PARK, FL 33311
(954) 739-7400 (954) 733-0041 FAX
July 24, 1996 GMP ISSUE (Continued)
ENERGY MANAGEMENT SYSTEM RISER DIAGRAM
SEQUENCE OF OPERATION NOTES
MECHANICAL NOTES
CORRIDOR AND STAIRWELL PRESSURIZATION DUCT RISER
DIAGRAM MAIN BUILDING
CORRIDOR AND STAIRWELL PRESSURIZATION DUCT RISER
DIAGRAM ST. MORITZ
ELECTRICAL
STEVEN FELLER P .E.
2701 W. Oakland Park Boulevard, Suite 310
Oakland Park, FL 33311
July 24, 1996 GMP ISSUE
E-1 SITE ELECTRICAL PLAN - 1" = 20'
E-2 MAIN BUILDING GRADE LEVEL PARKING WEST PORTION
ELECTRICAL PLAN 1/8" = 1"
E-3 MAIN BUILDING GRADE LEVEL PARKING EAST PORTION ELECTRICAL
PLAN 1/8" = l'
E-4 MAIN BUILDING GROUND FLOOR WEST PORTION ELECTRICAL PLAN 1/8" = l'
E-5 MAIN BUILDING GROUND FLOOR EAST PORTION ELECTRICAL PLAN 1/8" = l'
E-6 MAIN BUILDING SECOND FLOOR WEST PORTION ELECTRICAL PLAN 1/8" = l'
E-7 MAIN BUILDING SECOND FLOOR EAST PORTION ELECTRICAL PLAN 1/8" = l'
E-8 MAIN BUILDING THIRD FLOOR WEST PORTION ELECTRICAL PLAN 1/8" = l'
E-9 MAIN BUILDING THIRD FLOOR EAST PORTION ELECTRICAL PLAN 1/8" = l'
E-10 MAIN BUILDING FOURTH FLOOR WEST PORTION ELECTRICAL PLA.N
1/8' = l'
E-11 MAIN BUILDING FOURTH FLOOR EAST PORTION ELECTRICAL PLAN 1/8" = l'
E-12 MAIN BUILDING FIFTH - THIRTEENTH TYPICAL FLOOR ELECTRICAL PLAN
1/8" = l'
E-13 MAIN BUILDING FOURTEENTH FLOOR ELECTRICAL PLAN 1/8" = l'
E-14 MAIN BUILDING FIFTEENTH FLOOR ELECTRICAL PLAN 1/8" = l'
E-15 MAIN BUILDING SIXTEENTH FLOOR ELECTRICAL PLAN 1/8" = l'
E-16 MAIN BUILDING SEVENTEENTH FLOOR ELECTRICAL PLA.N 1/8" = l'
E-17 MAIN BUILDING ROOF ELECTRICAL PLAN 1/8" = l'
E-18 MAIN BUILDING CUPOLA / MACHINE ROOM LEVELS 1/8" = l'
E-19 ST. MORITZ GROUND LEVEL ELECTRICAL PLAN 1/8" = l'
E-20 ST. MORITZ GROUND LOBBY LEVEL ELECTRICAL PLAN 1/8" = l'
E-21 ST. MORITZ THIRD, LEVEL ELECTRICAL PLAN 1/4" = l'
E-22 ST. MORITZ FOURTH-ELEVENTH TYPICAL LEVELS ELECTRICAL
PLA.N 1/4" = l'
E-23 ST. MORITZ TWELFTH LEVEL ELECTRICAL PLA.N 1/4" = l'
E-24 ST. MORITZ THIRTEENTH LEVEL ELECTRICAL PLAN 1/4' = l'
E-25 ST. MORITZ 14/15/ROOF LEVEL ELECTRICAL PLA.N 1/4" = l'
E-26 SOUTH RETAIL Bt1ILDING ELECTRICAL PLANS 1/8" = l'
E-27 MAIN BUILDING GRADE LEVEL PARKING WEST PORTION LIGHTING
PLA.N 1/8" = l'
E-28 MAIN BUILDING GRADE LEVEL PARKING EAST PORTION LIGHTING
PLA.N 1/8" = 1
E-29 MAIN BUILDING GROUND FLOOR WEST PORTION LIGHTING
PLA.N 1/8" = l'
,
-
ELECTRICAL
STEVEN FELLER P.E.
2701 W. Oakland Park Boulevard, Suite 310
Oakland Park, FL 33311
July 24, 1996 GMP ISSUE (Continued)
E-30 MAIN BUILDING GROUND FLOOR EAST PORTION LIGHTING PLAN 1/8" = l'
E-31 MAIN BUILDING SECOND FLOOR WEST PORTION LIGHTING PLAN 1/8" = 1
E-32 MAIN BUILDING SECOND FLOOR EAST PORTION LIGHTING PLAN 1/8" = l'
E-33 MAIN BUILDING THIRD LEVEL WEST PORTION LIGHTING PLA.N 1/8" = l'
E-34 MAIN BUILDING THIRD LEVEL EAST PORTION LIGHTING PLA.N 1/8" - l'
E-35 ST. MORITZ GROUND LEVEL LIGHTING PLA.N 1/8" =1'
E-36ST. MORITZ LOBBY LEVEL LIGHTING PLA.N 1/8" = l'
E-37 ST. MORITZ THIRD LEVEL LIGHTING PLA.N 1/4" = l'
E-38 MAIN BUILDING GRADE LEVEL PARKING WEST PORTION FIRE ALA.RM
PLAN 1/8" = l'
E-39 MAIN BUILDING GRADE LEVEL PARKING EAST PORTION FIRE ALARM
PLA.N 1/8" = l'
E-40 MAIN BUILDING GROUND FLOOR WEST PORTION FIRE ALARM PLA.N
1/8" = l'
E-41 MAIN BUILDING GROUND FLOOR EAST PORTION FIRE ALA.RM PLA.N
1/8" = 1
E-42 MAIN BUILDING SECOND FLOOR WEST PORTION FIRE ALARM PLAN
1/8" = 1',
E-43 MAIN BUILDING SECOND FLOOR EAST PORTION FIRE ALARM PLAN
1/8" = l'
E-44 MAIN BUILDING THIRD FLOOR WEST PORTION FIRE ALARM PLA.N
1/8" = l'
E-45 MAIN BUILDING THIRD FLOOR EAST PORTION FIRE ALARM PLA.N
1/8" = l'
E-46 ST. MORITZ GROUND FLOOR FIRE ALARM PLA.N 1/4" = l'
E-47 ST. MORITZ LOBBY FLOOR FIRE ALARM PLA.N 1/4" = l'
E-48 ST. MORITZ THIRD LEVEL FIRE ALARM PLAN 1/4" = l'
E-49 ELECTRICAL ROOM LAYOUTS 1/4" = l'
E-50 ELECTRICAL ROOM LAYOUTS 1/4" = l'
E-51 KITCHEN I BAR .BANQUET ELECTRICAL PLANS 1/4" = l'
E-52 KITCHEN I BAR BANQUET ELECTRICAL PLANS 1/4" = l'
E-53 KITCHEN I BAR BANQUET ELECTRICAL PLA.NS 1/4" = l'
E-54 KITCHEN / BAR BANQUET ELECTRICAL PLA.NS 1/4" = l'
E-55 KITCHEN / BAR BANQUET ELECTRICAL PLA.NS 1/4" = l'
E-56 KITCHEN I BAR BANQUET ELECTRICAL PLANS 1/4" = l'
E-57 KITCHEN / BAR BANQUET ELECTRICAL PLA.NS 1/4" = l'
E-58 KITCHEN I BAR BANQUET ELECTRICAL PLA.NS 1/4" = l'
E-59 KITCHEN / BAR BANQUET ELECTRICAL PLANS 1/4" = l'
E-60 KITCHEN I BAR BANQUET ELECTRICAL PlANS 1/4" = l'
=
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PLUMBING
STEVEN FELLER P.E.
2701 W. Oakland Park Boulevard, Suite 310
Oakland Park, FL 33311
July 24, 1996 GMP ISSUE (Continued)
P-45 MAIN BUILDING KITCHEN GAS METRIC
P-46 PANTRY WATER AND SANITARY ISOMETRICS
P-47 PANTRY WATER AND SANITARY ISOMETRICS
P-48 BARS WATER AND SANITARY ISOMETRICS
P-53 ST. MORITZ WATER RISERS
P-56 ST. MORITZ KITCHEN WATER & SANITARY ISOMETRICS
P-57 . DETAILS AND NOTES
P-58 DETAILS AND NOTES
~- .---
FP-1
FP-2
FP-3
FP-4
FP-5
FP-6
FP-7
FP-8
FP-9
FP-10
FP-11
FP-12
FP-13
FP-14
FP-15
FP-16
FP-17
FP-18
FP-19
FP-20
FP-21
FP-22
FP-23
FP-24
FP-25
FP-26
FP-27
FP-28
FP-29
F1RE PROTECTION
STEVEN FELLER P.E.
2701 W. Oakland Park Boulevard, Suite 310
Oakland Park, FL 33311
July 24, 1996 GMP ISSUE
OVERALL MAIN BUILDING GRADE LEVEL PARKING
OVERALL MAIN BUILDING GROUND FLOOR
MAIN BUILDING GRADE LEVEL PARKING WEST
MAIN BUILDING GRADE LEVEL PARKING EAST
MAIN BUILDING GROUND FLOOR WEST
MAIN BUILDING GROUND FLOOR EAST
MAIN BUILDING SECOND FLOOR WEST
MAIN BUILDING SECOND FLOOR EAST
MAIN BUILDING THIRD FLOOR WEST
MAIN BUILDING THIRD FLOOR EAST
MAIN BUILDING FOURTH FLOOR WEST
MAIN BUILDING FOURTH FLOOR EAST
MAIN BUILDING TYPICAL FIFTH THRU THIRTEENTH FLOOR
MAIN BUILDING FOURTEENTH FLOOR
MAIN BUILDING FIFTEENTH FLOOR
MAIN BUILDING SIXTEENTH FLOOR
MAIN BUILDING SEVENTEENTH FLOOR
MAIN BUILDING ROOF LEVEL
MAIN BUILDING CUPOLA. LEVEL
ST. MORITZ BUILDING GROUND LEVEL
ST. MORITZ BUILDING LOBBY LEVEL
ST. MORITZ BUILDING THIRD FLOOR
ST. MORITZ BUILDING FOURTH THRU ELEVENTH FLOOR
ST. MORITZ BUILDING TWELFTH FLOOR
ST. MORITZ BUILDING THIRTEENTH FLOOR
ST. MORITZ BUILDING ROOF
PIPING ISOMETRIC
RISER DIAGRAM
NOTES, DETAILS AND SYMBOL LIST
IN I t:KIUK
HIRSCH BEDNER ASSOCIA TES
909 W. Peachtree Street, N.E.
Atlanta, GA 30309
(404) 873-4379 (404) 872-3588 FAX
July 24, 1996 GMP ISSUE
SHEET TITLE
INDEX -A NEW TOWER PAGE I
INDEX - B NEW TOWER PAGE II
INDEX - C ST. MORITZ
ENTRY LEVEL - WEST
AR - 10.1 ARCHITECTURAL PLAN
AR - 10.2 FURNITURE & FIXTURE PLAN
EM - 10.3 ELECTRICAL I MECHANICAL PLAN
RC - 10.4 REFLECTED CEILING PLAN (2 PLANS)
FC - 10.5 FLOOR COVERING PLAN
ENTRY LEVEL - EAST
AR - 11.1 ARCHITECTURAL PLAN
FF - 11.2 FURNITURE / FIXTURE PLAN
EM - 11.3 ELECTRICAL I MECHANICAL PLAN
RC - 11.4 REFLECTED CEILING PLAN (2 PLANS)
FC - 11.5 FLOOR COVERING PLAN
BALLROOM LEVEL - WEST
AR - 12.1 ARCHITECTURAL PLAN
FF - 12.2 FURNITURE / FIXTURE PLAN
EM - 12.3 ELECTRICAL / MECHANICAL PLAN
RC - 12.4 REFLECTED CEILING PLAN (2 PLANS)
FC - 12.5 FLOOR COVERING PLAN
BALLROOM LEVEL - EAST
AR - 13.1 ARCHITECTURAL PLAN
FF - 13.2 FURNITURE / FIXTURE PLAN
EM - 13.3 ELECTRICAL / MECHANICAL PLAN
RC - 13.4 REFLECTED CEILING PLAN (2 PLANS)
FC - 13.5 FLOOR COVERING PLAN
INTERIOR
HIRSCH BEDNER ASSOCIA TES
July 24, 1996 GMP ISSUE (Continued)
MEETING ROOM LEVEL - WEST
AR - 14.1 ARCHITECTURAL PLAN
FF - 14.2 FURNITURE I FIXTURE PLAN
EM - 14.3 ELECTRICAL I MECHANICAL PLAN
RC - 14.4 REFLECTED CEILING PLAN (2 PLANS)
FC - 14.5 FLOOR COVERING PLAN
MEETING ROOM LEVEL - EAST
AR - 15.1 ARCHITECTURAL PLAN
FF - 15.2 FURNITURE I FIXTURE PLA.N
EM - 15.3 ELECTRICAL I MECHANICAL PLA.N
RC - 15.4 REFLECTED CEILING PLAN (2 PLANS)
Fe - 15.5 FLOOR COVERING PLAN
TYPICAL CORRIDOR - LEVELS 5 - 12 WEST
AR - 22.1 ARCHITECTURAL PLAN W/ELECTRICAL
FF - 22.2 FURNITURE & FIXTURE PLAN
EM - 22.3 ELECTRICAL / MECHANICAL PLAN
RC - 22.4 REFLECTED CEILING PLAN
FC - 22.5 FLOOR COVERING PLAN
TYPICAL CORRIDOR - LEVELS 5 - 12 EAST
AR - 23.1 ARCHITECTURAL PLAN W/ELECTRICAL
FF - 23.2 FURNITURE & FIXTURE PLAN
EM - 23.3 ELECTRICAL / MECHANICAL PLA.N
RC - 23.4 REFLECTED- CEILING PLAN
FC - 23.5 FLOOR COVERING PLAN
TYPICAL GUESTROOM -1<ING I THROUGH KING X
AR-40.1
FF - 40.2
EM - 40.3
EM - 40.5
ARCHITECTURE PLAN & WALL FINISH PLAN
FURNITURE & FIXTURE PLA.N
ELECTRICAL I MECHANICAL PLAN
FLOOR COVERING PLAN
INTERIOR
HIRSCH BEDNER ASSOCIA TES
July 24, 1996 GMP ISSUE (Continued)
TYPICAL GUESTROOM - DOUBLE
AR - 42.1
FF - 42.2
EM - 42.3
EM - 42.5
ARCHITECTURE PLA.N & WALL FINISH PLAN
FURNITURE & FIXTURE PLA.N - SEE 42.1
ELECTRICAL I MECHANICAL PLA.N - SEE 42.1
FLOOR COVERING PLA.N
SUITES OK-I HS-V AND OK-II
AR -43.1
FF - 43.2
EM - 43.3
EM - 43.5
SUITE HS-I
AR - 44.1
FF - 44.2
EM - 44.3
EM - 44.5
ARCHITECTURE PLAN & WALL FINISH PLAN
FURNITURE & FIXTURE PLAN
ELECTRICAL I MECHANICAL PLAN
FLOOR COVERING PLA.N
ARCHITECTURE PLAN & WALL FINISH PLAN
FURNITURE & FIXTURE PLAN
ELECTRICAL / MECHANICAL PLAN
FLOOR COVERING PLAN
SUITE HS-II AND HS-III
AR - 45.1
FF ~ 45.2
EM - 45.3
EM - 45.5
ARCHITECTURE PLAN & WALL FINISH PLAN
FURNITURE & FIXTURE PLAN
ELECTRICAL I MECHANICAL PLAN
FLOOR COVERING PLA.N
SUITE HS-IV AND 0-111 AND K-X
AR - 46.1
FF - 46.2
EM - 46.3
EM - 46.5
ARCHITECTURE PLAN & WALL FINISH PLAN
FURNITURE & FIXTURE PLAN
ELECTRICACI MECHANICAL PLAN
FLOOR COVERING PLAN
SUITE HS-VI AND HS-VII
AR - 47.1
FF - 47.2
EM - 47.3
EM - 47.5
ARCHITECTURE PLAN & WALL FINISH PLAN
FURNITURE & FIXTURE PLAN
ELECTRICAL I MECHANICAL PLAN
FLOOR COVERING PLAN
INTERIOR
HIRSCH BEDNER ASSOCIATES
July 24, 1996 GMP ISSUE (Continued)
SUITE RS-I, S-I AND D-II
AR - 48.1
FF - 48.2
EM - 48.3
EM - 48.5
SUITE RS-Il
ARCHITECTURE PLAN & WALL FINISH PLAN
FURNITURE & FIXTURE PLAN
ELECTRICAL I MECHANICAL PLAN
FLOOR COVERING PLAN
AR - 49.1 ARCHITECTURE PLAN & WALL FINISH PLAN
FF - 49.2 FURNITURE & FIXTURE PLAN
EM - 49.3 ELECTRICAL / MECHANICAL PLAN
EM - 49.5 FLOOR COVERING PLAN
PRESIDENTIAL SUITE PS- I 16TH FLOOR
AR - 50.1
FF - 50.2
EM - 50.3
EM - 50.5
ARCHITECTURE PLAN & WALL FINISH PLAN
FURNITURE & FIXTURE PLAN
ELECTRICAL / MECHANICAL PLAN
FLOOR COVERING PLAN
PRESIDENTIAL SUITE PS- I 17TH FLOOR AND K-IX
AR - 51.1
FF - 51.2
EM-51.3
EM - 51.5
ARCHITECTURE PLAN & WALL FINISH PLAN
FURNITURE & FIXTURE PLA.N
ELECTRICAL / MECHANICAL PLAN
FLOOR COVERING PLAN
CONCIERGE LOUNGE - CL-I
AR - 52.1
FF - 52.2
EM - 52.3
EM - 52.5
ELEVATIONS
ARCHITECTURE PLA.N & WALL FINISH PLAN
FURNITURE & FIXTURE PLAN
ELECTRICAL I MECHANICAL PLAN
FLOOR COVERING PLAN
PUBLIC AREA ELEVATIONS
EL - 10.10 ENTRY LEVEL WEST ELEVATIONS
EL - 10.11 ENTRY LEVEL WEST - CONTINUED
EL - 10.12 ENTRY LEVEL WEST - CONTINUED
EL - 10.13 ENTRY LEVEL WEST - CONTINUED
EL - 11.10 ENTRY LEVEL EAST ELEVATIONS
INTERIOR
HIRSCH BEDNER ASSOCIATES
July 24, 1996 GMP ISSUE (Continued)
EL - 12.10 BALLROOM LEVEL WEST ELEVATIONS
EL - 12.11 BALLROOM LEVEL WEST - CONTINUED
EL - 12.12 BALLROOM LEVEL WEST - CONTINUED
EL - 12.13 BALLROOM LEVEL WEST - CONTINUED
EL -13.10 BALLROOM LEVEL EAST ELEVATIONS
EL - 13.11 BALLROOM LEVEL EAST - CONTINUED
EL - 14.10 MEETING LEVEL WEST ELEVATIONS
EL - 14.11 MEETING LEVEL WEST - CONTINUED
EL - 15.10 MEETING LEVEL EAST ELEVATIONS
EL - 15.11 MEETING LEVEL EAST - CONTINUED
GUESTROOM ELEVATIONS
EL - 40.10 KING ROOM & TYPICAL CORRIDOR ELEVATIONS
EL - 40.11 KING ROOM & BATH ELEVATIONS
PERSPECTIVES
PS -10.10 ATRIUM PERSPECTIVE
PS - 10.11 LOBBY PERSPECTIVE
PS - 11.10 BAR PERSPECTIVE
PS - 11.11 RESTAURANT PERSPECTIVE
PS - 11.12 OUTDOOR SEATING PERSPECTIVE
PS - 13.10 GRAND BALLROOM PERSPECTIVE
PS - 40-1 0 TYPICAL GUESTROOM PERSPECTIVE (CLUB LEVEL)
PS - 61.10 BAR I LOUNGE PERSPECTIVE
PS - 61.11 BAR / LOUNGE PERSPECTIVE
DETAILS
ENTRY LEVEL DETAILS
DT - 10.10 ENTRY LEVEL DETAILS
DT - 10.20 PUBLIC AREA DETAILS
DT - 10.21 ENTRY LEVEL DETAILS - CONTINUED
DT - 12.20 BALLROOM LEVEL DETAILS
DT - 12.21 BALLROOM LEVEL DETAILS CONTINUED
DT - 14.20 MEETING LEVEL DETAILS
,
INTERIOR
HIRSCH BEDNER ASSOCIA TES
July 24, 1996 GMP ISSUE (Continued)
ST. MORITZ HOTEL - INDEX OF DRAWINGS
SCHEDULES AND MISCELLANEOUS
RM - 1
RM -2
S-1
3-2
3-3
PLANS
ROOM MIX PLANS - ALL BUILDINGS
ROOM MIX CHARTS - ALL BUILDINGS
PLUMBING FIXTURE SCHEDULE
FINISH SCHEDULE - NEW BUILDING
FINISH SCHEDULE - ST. MORITZ & FINISH KEY
ST. MORITZ HEALTH CLUB LEVEL
AR - 60.1
FF - 60.2
EM - 60.3
RC - 60.4
FC - 60.5
ARCHITECTURAL PLAN
FURNITURE & FIXTURE PLA.N
ELECTRICAL / MECHANICAL PLA.N
REFLECTED CEILING PLA.N
FLOOR COVERING PLA.N
ST. MORITZ ENTRY LEVEL AND RESTAURANT
AR - 61.1 ARCHITECTURAL PLAN
FF - 61.2 FURNITURE & FIXTURE PLA.N
EM - 61.3 ELECTRICAL / MECHANICAL PLA.N
RC - 61.4 REFLECTED CEILING PLAN
FC - 61.5 FLOOR COVERING PLAN
ST. MORITZ - GUESTROOM LEVELS 4 THROUGH 11
AR - 62.1 ARCHITECTURAL PLAN
FF - 62.2 FURNITURE & FIXTURE PLAN
EM - 62.3 ELECTRICAL / MECHANICAL PLA.N
RC - 62.4 REFLECTED CEILING PLAN
i=C - 62.5 FLOOR COVERING PLAN
INTERIOR
HIRSCH BEDNER ASSOCIA TES
July 24, 1996 GMP ISSUE (Continued)
ST. MORITZ - PENTHOUSE LEVEL 12
AR - 63.1 ARCHITECTURAL PLAN
FF - 63.2 FURNITURE & FIXTURE PLAN
EM - 63.3 ELECTRICAL / MECHANICAL PLAN
FC - 63.5 FLOOR COVERING PLAN
WC - 63.6 WALLCOVERING PLAN
ST. MORITZ - ADMINISTRATIVE LEVEL (3)
. AR - 64.1 ARCHITECTURAL PLAN
EM - 64.3 ELECTRICAL I MECHANICAL PLAN
ELEVATIONS
ST. MORITZ PUBLIC AREA ELEVATIONS
EL - 61.10 ST. MORITZ ENTRY LEVEL ELEVATIONS
EL - 61.11 ST. MORITZ ENTRY LEVEL ELEVATIONS
EL - 61.12 ST. MORITZ ENTRY LEVEL ELEVATIONS
EL - 61.13 ST. MORITZ ENTRY LEVEL ELEVATIONS
EL - 61.14 ST. MORITZ ENTRY LEVEL ELEVATIONS
EL - 61.15 ST. MORITZ ENTRY LEVEL ELEVATIONS
EL - 61.16 ST. MORITZ ENTRY LEVEL ELEVATIONS
EL - 61.17 ST. MORITZ ENTRY LEVEL ELEVATIONS
EL - 61.18 ST. MORITZ ENTRY LEVEL ELEVATIONS
EL - 61.20 ST. MORITZ ENTRY LEVEL ELEVATIONS
ST. MORITZ GUESTROOM ELEVATIONS
EL - 62.10 ST. MORITZ TYPICAL GUESTROOM & TYPICAL CORRIDORS ELEVATIONS
EL - 62.11 ST. MORITZ TYPICAL GUESTROOM & BATH ELEVATIONS
-
LAC;\TDRY
THE ELX GROl;P
17901 N. W. Miami Court
Miami, FL 33169-5085
July 24, 1996 GMP ISSUE
1 OF 9 EQUIPMENT PLAN AND EQUIPMENT SCHEDULE
2 OF 9 EQUIPMENT PLAN AND EQUIPMENT SCHEDULE
3 OF 9 EQUIPMENT PLAN AND EQUIPMENT SCHEDULE
4 OF 9 CONNECTION SCHEDULE
5 OF 9 PLUMBING / MECHANICAL ROUGH-IN
6 OF 9 ELECTRICAL ROUGH-IN
7 OF 9 PLUMBING I MECHANICAL ROUGH-IN
8 OF 9 ELECTRICAL ROUGH-IN
9 OF 9 DETAILS
K1.01
K1.02
K1.03
K1.04
K1.05
K1.06
K1.07
K1.08
K1.09
K1.10
K2.01
K2.02
K2.03
K2.04
K2.05
K2.06
K2.07
K2.08
K2.09
K3.01
K3.02
K3.03
K3.04
K3.05
K3.06
K3.07
K3.08
K3.09
KITCHEN
HILLIKER ASSOCIATES - ATLANTA, INC.
3390 Brookview Drive
Marietta, GA 30068
(770) 977-4277 (770) 977-4805 FAX
July 24, 1996 GMP ISSUE
EQUIPMENT SCHEDULE
EQUIPMENT SCHEDULE
EQUIPMENT SCHEDULE
EQUIPMENT SCHEDULE
EQUIPMENT SCHEDULE
EQUIPMENT SCHEDULE
EQUIPMENT SCHEDULE
EQUIPMENT SCHEDULE
EQUIPMENT SCHEDULE
EQUIPMENT SCHEDULE
MAIN KITCHEN EQUIPMENT LAYOUT PART 1
RECEIVING & STORAGE EQUIPMENT LAYOUT
LOBBY & BAR EQUIPMENT LAYOUT
ST. MORITZ KITCHEN EQUIPMENT LAYOUT
SECOND FLOOR BANQUET EQUIPMENT LAYOUT PART 1
SECOND FLOOR BANQUET EQUIPMENT LAYOUT PART 2
SECOND FLOOR BANQUET EQUIPMENT LAYOUT PART 3
THIRD FLOOR BANQUET EQUIPMENT LAYOUT
CAFETERIA, SNACK BAR & POOL BAR EQUIPMENT LAYOUT
MAIN KITCHEN EQUIPMENT PLUMBING ROUGH-IN LOCATIONS PART 1
RECEIVING & STORAGE EQUIPMENT PLUMBING ROUGH-IN LOCATIONS
LOBBY & BAR EQUIPMENT PLUMBING ROUGH-IN LOCATIONS
ST. MORITZ KITCHEN PLUMBING ROUGH-IN
SECOND FLOOR BANQUET PLUMBING ROUGH-IN LOCATIONS - PART 1
SECOND FLOOR BANQUET PLUMBING ROUGH-IN LOCATIONS - PART 2
SECOND FLOOR BANQUET PLUMBING ROUGH-IN LOCATIONS - PART 3
THIRD FLgOR BANQUET PLUMBING ROUGH-IN LOCATIONS
CAFETERIA, SNACK BAR & POOL BAR PLUMBING ROUGH-IN LOCATIONS
K4.01
K4.02
K4.03
K4.04
K4.05
K4.06
K4.07
K4.08
K4.09
KS.01
KS.02
K5.04
KS.OS
K5.06
KS.07
KS.08
K5.09
K6.01
K6.04
K6.05
K6.08
K6.09
K7.01
K7.02
K7.03
K7.04
K7.05
K7.06
K7.07
K8.01
K8.02
K8.03
K8.04
K8.05
KITCHEN
HILLIKER ASSOCIATES - ATLANTA, INC.
3390 Brookview Drive
Marietta, GA 30068
(770) 977-4277 (770) 977-4805 FAX
July 24, 1996 GMP ISSUE (Continued)
MAIN KITCHEN EQUIPMENT ELECTRICAL ROUGH-IN LOCATIONS
RECEIVING & STORAGE EQUIPMENT ELECTRICAL ROUGH-IN LOCATIONS
LOBBY & BAR EQUIPMENT ELECTRICAL ROUGH-IN LOCATIONS
ST. MORITZ ELECTRICAL ROUGH-IN LOCATIONS
SECOND FLOOR BANQUET ELECTRICAL ROUGH-IN LOCATIONS - PART 1
SECOND FLOOR BANQUET ELECTRICAL ROUGH-IN LOCATIONS - PART 2
SECOND FLOOR BANQUET ELECTRICAL ROUGH-IN LOCATIONS - PART 3
THIRD FLOOR BANQUET ELECTRICAL ROUGH-IN LOCATIONS
CAFETERIA, SNACK BAR & POOL BAR ELECTRICAL ROUGH-IN LOCATIONS
MAIN KITCHEN EQUIPMENT DEPRESSION LOCATIONS
RECEIVING & STORAGE DEPRESSION LOCATIONS
ST. MORITZ KITCHEN DEPRESSION LOCATIONS
SECOND FLOOR BANQUET DEPRESSION LOCATIONS
SECOND FLOOR BANQUET DEPRESSION LOCATIONS
SECOND FLOOR BANQUET DEPRESSION LOCATIONS
THIRD FLOOR BANQUET DEPRESSION LOCATIONS
CAFETERIA, SNACK BAR & POOL BAR DEPRESSION LOCATIONS
MAIN KITCHEN EQUIPMENT DUCT LOCATIONS
ST. MORITZ DUCT LOCATIONS
SECOND FLOOR BANQUET DUCT LOCATIONS - PART 1
THIRD FLOOR BANQUET DUCT LOCATIONS
CAFETERIA, SNACK BAR & POOL BAR DUCT LOCATIONS
CONSTRUCTION DETAILS
CUSTOM EQUIPMENT PLANS & ELEVATIONS
CUSTOM EQUIPMENT PLANS & ELEVATIONS
CUSTOM EQUJPMENT PLANS & ELEVATIONS
CUSTOM EQUIPMENT PLANS & ELEVATIONS
CUSTOM EQUIPMENT PLANS & ELEVATIONS
CUSTOM EQUIPMENT PLANS & ELEVATIONS
CUSTOM EQUIPMENT DETAILS & SECTIONS
CUSTOM EQUIPMENT DETAILS & SECTIONS
CUSTOM EQUIPMENT DETAILS & SECTIONS
CUSTOM EQUIPMENT DETAILS & SECTIONS,
CUSTOM EQUIPMENT DETAILS & SECTIONS
SWIMMIN17 t-JUUL 6l ;:)r'}ol.
KEHLER ENGINEERING ASSOCIATES. INC.
4950 S.W. 72nd Avenue, Sutie 115
Miami, FL 33155
(305) 667-8975 (305) 662-1002 FAX
SP-1 POOL AND SPA LOCATION PLAN
SP-2 MAIN POOL AREA PLAN
SP-3 SPA POOL AREA PLAN
SP-4 CHILDREN'S POOL AREA PLAN
SP-5 MAIN POOL PILING LAYOUT AND REINFORCING PLAN
SP-6 SPA POOL AND CHILDREN'S POOL PILING AND ENFORCING PLAN
SP-7 STRUCTURAL DETAILS
SP-8 MAIN POOL PIPING DETAILS
SP-9 MAIN POOL DETAILS AND NOTES
SP-10 SPA 1,2, AND 3 PIPING DETAILS
SP-11 SPA 1,2, AND 3 DETAILS AND NOTES
SP-12 SPA 1,2, AND 3 SCHEDULES OF EQUIPMENT
SP-13 CHILDREN'S POOL PIPING DETAILS
SP-14 CHILDREN'S POOL DETAILS AND NOTES
SP-15 POOL EQUIPMENT ROOM DETAILS
I
\
~
HALL FOUNTAINS, INC.
5500 N. W. 22nd A venue
Fort Lauderdale. FL 33309
July 24, 1996 GMP ISSUE
F1 - KEY PLAN
F2 - ARRIVAL COURT FOUNTAIN LAYOUT
F3 - WALL FOUNTAIN LAYOUT
F4 - PALM COURT FOUNTAIN LAYOUT
F5 - RAMP FOUNTAIN LAYOUT
F6 - RAMP FOUNTAIN LAYOUT, CONTINUED & EQUIPMENT ROOM PLANS
F7 - SWIMMING POOL FOUNTAIN & PLA.Y FOUNTAIN
L.1A
LC.1A
LC.1B
LC.1B
L.2A
LC.2A
L.2B
LC.2B
L.3A
LC.3A
L.4
LCA
L.5
LC.5
LE.1A
LE. 1 B
LE.2A
LE.2B
LE.3B
LEA
LE.5
LE.6
LL.1
LL.2
L.3
LL.4
LL.5
-
PHA LIGHTING DESIGN
1765 Homestead Avenue, N.E.
Atlanta, GA 30306
July 24, 1996 GMP ISSUE
PARTIAL LEVEL 1 LIGHTING PLAN
PARTIAL LEVEL 1 LIGHTING CONTROL PLAN
PARTIAL LEVEL 1 LIGHTING PLAN
PARTIAL LEVEL LIGHTING CONTROL PLAN
PARTIAL LEVEL 2 LIGHTING PLAN
PARTIAL LEVEL 2 LIGHTING CONTROL PLAN
PARTIAL LEVEL 2 LIGHTING PLAN
PARTIAL LEVEL 2 LIGHTING CONTROL PLAN
PARTIAL LEVEL 3 LIGHTING PLAN
PARTIAL LEVEL 3 LIGHTING CONTROL PLAN
ST. MORITZ LOBBY LIGHTING PLAN
ST. MORITZ LOBBY LIGHTING CONTROL PLAN
HEALTH CLUB LIGHTING PLAN
HEALTH CLUB LIGHTING CONTROL PLAN
LEVEL 1 EXTERIOR LIGHTING PLAN
LEVEL 1 EXTERIOR LIGHTING PLAN
LEVEL 2 EXTERIOR LIGHTING PLAN
LEVEL 2 EXTERIOR LIGHTING PLAN
LEVEL 3 EXTERIOR LIGHTING PLAN
LEVEL 4 EXTERIOR LIGHTING PLAN
LEVEL 5 EXTERIOR LIGHTING PLAN
CUPOLA LIGHTING PLAN
LANDSCAPE LIGHTING PLAN
LANDSCAPE LIGHTING PLAN
LANDSCAPE LIGHTING PLAN
LANDSCAPE LIGHTING PLAN
LANDSCAPE LIGHTING PLAN
AUUIU YI.;)'-'1"'\L-
ELECTRO-MEDIA DESIGN, LTD.
1010 Rockville Pike
Rockville, MD 20852
(301) 309-0110 (301) 309-0039 FAX
July 24, 1996 GMP ISSUE
EMD 2.01 CEILING SPEAKER LAYOUT - ENTRY LEVEL
EMD 2.02 CEILING SPEAKER LAYOUT - ENTRY LEVEL
EMD 2.03 CEILING SPEAKER LAYOUT - ST. MORITZ (ENTRY LEVEL)
EMD 2.04 CEILING SPEAKER LAYOUT - SECOND LEVEL
EMD 2.05 CEILING SPEAKER LAYOUT - SECOND LEVEL
EMD 2.06 CEILING SPEAKER LAYOUT - THIRD LEVEL
EMD 2.07 CEILING SPEAKER LAYOUT - THIRD LEVEL
EMD 2.08 CEILING SPEAKER LAYOUT - HEALTH SPA
EMD 3.01 AUDIONIDEO DEVICE LAYOUT - ENTRY LEVEL
EMD 3.02 AUDIONIDEO DEVICE LAYOUT - ENTRY LEVEL
EMD 3.03 AUDIONIDEO DEVICE LAYOUT - ST. MORITZ (ENTRY LEVEL)
EMD 3.04 AUDIONIDEO DEVICE LAYOUT - SECOND LEVEL
EMD 3.05 AUDIONIDEO DEVICE LAYOUT - SECOND LEVEL
EMD 3.06 AUDIONIDEO DEVICE LAYOUT - THIRD LEVEL
EMD 3.07 AUDIONIDEO DEVICE LAYOUT - THIRD LEVEL
EMD 3.08 AUDIONIDEO DEVICE LAYOUT - HEALTH SPA
EMD 3.09 DEVICE LAYOUT - GARDENS
-
EXHIBIT" A-2"
Mechanical Drawings
5
S~
FELLER PE.,
INCo~po~"reo
Steven fejl~r. PE.
Anaro/y ^~
Manuel AndaIia
Ro~ ll.iynor
Mldtael Torrey c.I.P.E.
August 9, 1996
Nichols, Brosch, Sandoval
2600 Douglas Road
Suite 900
Coral Gables, FL 33134
Attn:
Re:
Mr. Bruce Brosch
Loews Miami Beach Convention Center Hotel
Narrative For Addendum Issued 8/9/96
E-l
Electrical
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
Indicate tie for dimming interface, reroute telephone/TV
conduit St. Moritz.
Revised B.G.
Reroute ductbank, relocate panels to new electrical room.
Add lift circuits, add outlets from HirSCh Bedner I.D.
Add Hirsch Bedner 1.0. outlets.
Add sleeves for lightning preventor.
Add "Carn-Lok" receptacle spec note typical of (6), add
outlets.
Relocate elevator machine room.
Add circuit for dimming panel "N3MD".
Add smoke detector and revise fixture type laundry/linen,
elevator lobby.
Same as above.
Same as above.
Same as above.
Same as above.
Same as above.
Same as abov..
Revise A/e equipment locations.
Identify lighting fixtures.
Update, revised lighting plan as per PHA and N.B.S.
reflec~ed ceiling plan.
Relocate sign circuit.
No change.
Col1$u1ting U\,sInfttS
2.701 w. Oakland Park Blvd.. Suite 310
~ Parte. Fl 33311
9!4 719 7400 FAX 71J.004.
6249 Preslclenclal Col.!lt Suite D 6
Fl MyeJs. Fl33919
94' 433 0010 FAX 433-3499
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
)7
38
39
40
41
42
43
44
45
46
47
48
49
50
51
5:2
53
54
55
56
57
58
S9
60
61
62
63
64
65 thru
Identify accessible guestroom.
Add F.A. devices
Add F.A. devices
Add boiler pump P-12, receptacle GFI x 2.
No change.
Update, revise lighting plan as per PHA and N.S.S.
reflected ceiling plan.
Same as above.
Update lighting plan as per FHA and N.B.s. reflected
ceiling plan.
Same as above.
Same as above.
Same as above.
Same as above
Update lighting plan as per PHA and N.B.S. reflected
ceiling plan.
Same as above.
Same as above.
Same as above.
Remove (2) smoke detectors.
Add (1) smoke detector.
Add (2) smoke detectors escalator pit.
Removed J-boxes in kitchen.
No change.
No change.
Relocate elevator machine room devices.
No change.
Add (2) smoke doors and door releases.
No change.
No change.
Revise ground bar detail, update electric room layouts,
coordinate with structural.
Remove electric room "N16S", add I"C. for dimming
interface at N4C-N17C.
Relocate panel "SGLEB", "SGLI", remove panel "S12H, add
I"C. for dimming control.
Relocate panel 'lNLRO" and revise kitchen circuits as per
new kitchen drawings.
Revise kitchen circuits as per new kitchen drawings.
Same as above.
Same as above.
Same as above.
Revise bar, kitchen electrical circuits.
Revise-bar, kitchen electrical circuits.
No change.
No change.
Revise riser as noted.
Same as abOVe.
Same as above.
Revise panel schedules as noted.
70 Revise panel schedUles as noted.
7
71 No change.
72 No change
73 Revise panel schedules as noted.
74 No change.
75 No change.
76 Update dimming schedule (pending to be revised next
addendum) .
77 Revise site lighting as per PHA.
78 Same as above.
79 Same as above.
80 Same as above.
81 Add F.A. devices.
82 No change.
83 No change.
84 No change.
85 Add F.A. devices - KX
86 thru 89 No change.
90 Add F.A. devices
91 No change.
92 No change.
93 Add note.
94 No change.
95 No change.
96 Revise conduit sizes as per E-l, 2, 3.
S'Cecs
Division 16 - see attachments
Division 15 - see attachments_
Fire Protection
No change
HVAC
AC-1
AC-2
AC-3
AC-4
AC-S
AC-6
AC-7
Ac-a
AC-9
Relocated roof mounted fans.
sized ductwork, added notes.
Sized ductwork, added notes, indicated piping supports.
Added flexible ductwork, corrected notes.
Added Note 67, added size of flexible ducts, indicated
piping supports.
Corrected air flows handled by VAV units, revised
ductwo~k, changed diffusers and associated airflows.
Revised ductwork, corrected air flows handled by VAV
units, eliminated 48"x24" drop from 3rd floor.
Revised ductwork, corrected air flows handled by VAV
units, relocated Fan EF-36.
Revised ductwork, deleted 48"x24" drop to 2nd floor,
corrected air flows handled by VAV units, relocated
smoke/fire dampers, added motor operated volume dampers
(controlled by thermostats) to S/A ducts sQrving ball
rooms.
8
AC-10
AC-ll
AC-12
AC-13
AC-14
AC-15
AC-16
AC-16A
AC-17
AC-18
AC-19
AC-20
AC-22
AC-23
AC-24
AC-27
AC-2B
AC-29
AC-30
AC-32
AC-33
AC-34
AC-35
AC-36
AC-37
AC-38
)
R@vised ductwork.
Revised ductwork, added fan coil unit call-outs, added
legend.
Revised ductwork, added fan coil unit call-outs.
Same as above.
Same as above.
Same as above.
Same as above.
Revised ductwork, relocated exhaust ducting roof
penetrations.
Relocate one cooling tower, revised locations of air
handlers serving corridors, revised condenser water
piping, revised condenser water treatment piping,
relocated roof mounted fans.
Revised ductwork, added wall mounted ventilation louvers.
Revised ductwork.
Added exhaust fan numbers to root plan.
Added tan coil unit call-outs.
Added fan coil unit call-outs.
Corrected capacity of boiler.
Revised chilled water piping and fan coil units.
Revised exhaust air ductwork and exhaust fans.
Same as above.
Added fan coil unit call-outs.
Revised equipment schedules.
Same as above
Same as above.
Corrected detail showing cooling and heating piping for
air handling unit coils.
Added elbow with turning vanes detail.
Added splitter damper detail.
Revised control diagrams.
Specifications
Section 15141
Section 15682
Section 15902
Section 15993
Section 15994
Plumbinc:r
P-l
Deleted
Deleted
Revised
Deleted
Deleted.
Add.ed SUb-soil drain p~pe.
Addition of Notes 24 and 25.
Note 23 revised.
1
P-2
Added hot and cold wate~ pipes to employees bathroom.
Notes 39, 40 and 41 revised.
Added hot and cold water lines up to tloor above.
Addition of Note 43
Notes 21, 29 and 46 revised.
p-)
Added sanitary pipe up to Room 120 and 121 located on
lobby.
Added hot and cold water pipes to bathroom numbers 221,
222 and 225.
Addition of Notes 29, 30 and 31.
Note 24 omitted.
Notes 10, 22 and 27 revised.
P-4
P-5
Changed direction of sanitary pipe from bath~ooms #120
and 121.
Addition of Notes 29, 30 and 31.
Notes 10 and 22 revised.
P-7
Addition of Note 13.
P-s
Notes 4 and 11 omitted.
Cold water line to planter deleted.
Storm drain line to planter deleted.
P-9
RWL 14 located near to sanitary stack 18 deleted.
Sanitary layout revised on bathroom.
P-13
RWL 12 relocated.
P-14
RWL 22 changed to 21.
W18, 518 and RWL 12 showed twice, deleted.
RWL 13 changed to 12.
RWL 21 changed to 22.
RWL 13 changed to 12.
P-15
P-16
P-l9A
Revised sheet to reflect 2,000,000 BTO gas supply rlse up
to AIC heating equipment on roof.
If there are any inquiries regarding the abovQ, please contact this
office.
Very truly your~-2_~
STEVEN FELjJ,~i1f/ P :;/INC.
/..-;Q/'
Bob ~ ;$-
~~ror-
cc: Steven Feller
File - P\51530809
/v
TOTAL P. 06
EXHIBIT" A-3"
Structural Drawings
1/
..
II
III
-
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I
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.--
NICHOLS
BROSCH
SANDOVAL
& ASSOCIATES, INC.
Architecture & Planning
LOEWS MIAMI BEACH
August 7, 1996
Page 4
Structural Clarifications
5heet51-1
r ()w./ i~1 'J)
Tops of three pile caps at column lines A-5, A-3.8, and A.7-
3.8 have been revised as shown.
Masonry walls have been deleted at display boxes on Retail
Ground Floor Framing Plan.
Masonry walls have been deleted at display boxes on
Storage Mezzanine Framing Plan.
Masonry walls have been deleted at display box detail 20
Retail Building-Retaining Wall section.
Roof Link Detail #12 has been added.
Column schedule has been modified to accommodate
Cooling Tower Screen.
51-2
S1-5
53-6
54-2
55-1
/2-
EXHIBIT" A-4"
Responses to Construction Managers' RFl's
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EXHIBIT "A-5"
LightingIDimming Drawings and Specifications
rnft
:GHTG"G DES1GN
-'15 :'O~ES:EAD AVE. N E
, c......,TA. GEORG~ 30306
. .10.1 ~92 0176
.')4 ~92 4090
.
TR.ANS~IITI AL
Dare:
To:
Re:
Seprember 10, 1996
Mr. Bruce Brosch
Nichols, Brosch, Sandoval
Loews Miami Beach Hotel
Miami, Florida
PHA Project No.: 7237.00
100% Contract Document Set-
Incorporating VE Comments
Transmitted are vellum reproducibles and CADD disks of the followin~:
Sheet
Number
L.1A
LC1A
L.1B
LC1B
L.2A
LC.2A
L.2B
LC2B
L.3A
LC3A
L.3B
LC3B
LA
LC.4
L.S
LC.S
Title/Notes
Issue
~
Partial Level 1 Lighting Plan
Partial Level 1 Lighting Control Plan
9.10.96
9.10.96
Partial Level 1 Lighting Plan
Parcial Level 1 Lighting Control Plan
9.10.96
9.10.96
Partial Level 2 Lighting Plan
Partial Level 2 Lighting Control Plan
9.10.96
9.10.96
Partial Level 2 Lighting Plan
Partial Level 2 Lighting Control Plan
9.10.96
9.10.96
Partial Level 3 Lighting Plan
Partial Level 3 Lighting Control Plan
9.10.96
9.10.96
Partial Level 3 Lighting Plan
Partial Level 3 Lighting Control Plan
9.10.96
9.10.96
St. Moritz Level 1 Lighting Plan
St. Moritz Level 1 Lighting Control
Plan
9.10.96
9.10.96
Health Club Lighting Plan
Health Club Lighting Control Plan
9.10.96
9.10.96
on/09/96 ~ON 11:37 [TlIR;(~() 60091 17
EXHIBIT" A-6"
Kitchen Equipment Drawings
/8
EXHIBIT "A-6"
KITCHEN EQUIPMENT DRAWINGS
Kl.06-10 F oodservice Equipment Schedule August 27,1996.
K2.01 Main Kitchen Equipment Layout August 5,1996.
K2.04 St. Moritz Kitchen Equipment Layout August 27, 1996.
K2.07 Second Floor Banquet - Part 3 August 27, 1996.
K2.09 Cafeteria, Snack Bar, and Pool Bar August 27,1996.
K3.01 Main Kitchen Equipment - Part I August 5, 1996.
Plumbing Rough-Ins.
K3.04 St. Moritz Kitchen Plumbing Rough-Ins August 27, 1996
K3.09 Cafeteria, Snack Bar, and Pool Bar August 27, 1996.
Plumbing Rough-Ins Locations.
K4.01 Main Kitchen Equipment August 5, 1996.
Electrical Rough-In Locations.
K4.04 St.Moritz Kitchen Electrical Rough-Ins August 27, 1996.
K4.07 Second Floor Banquet - Part 3 August 27, 1996.
Electrical Rough-In Locations.
K4.09 Cafeteria, Snack Bar, and Pool Bar August 27, 1996.
Electrical Rough-In Locations.
K5.01 Main Kitchen Depression Locations August 5, 1996.
K5.04' St. Moritz Kitchen Depression Rough-Ins August 27, 1996.
K5.09 Cafeteria, Snack Bar, and Pool Bar August 27, 1996.
Depression Rough-Ins.
K6.01 Main Kitchen Equipment - Duct Locations August 5, 1996.
K6.04 St. Moritz Kitchen Duct Locations August 27, 1996.
K6.09 Cafeteria, Snack Bar, and Pool Bar August 27, 1996.
/1
Exhibit 3.5(a)
Development Budget
W6-MI9626I 0.084/09120/96
09/20/96
I Hard Costs
Total Trades 60,773,500
General Contractor Reserve 1,200,000
AdjUsted Totsl Trades 61.973,500
General Condltions/G,C.Fee/Bonds 6,450,000
Total Base Buildlna 68,423,600
Landscaping and Slgnage 1.eOO,1!l2!
Environmental Remediation 180,500
Building Permits and Fees 350,248
Pre-Constructlon Services 286,000
Furniture, Fixtures and Equipment 19,568,203
Other Improvements 230,000
Total Hard Cost 90,819.078
II Soft Costs
a. Soft Costs
1 ConsultantslLegallOther 5,722,750
2 Pre-Development 380,000
3 Pre-Opening 5,eI!l9,OOO
b. Financing
1 Interest 3,000,000
2 Other 2,511,!OO
c. Other
1 Taxes 1.300,000
2 Insurance eoo,ooo
3 General and Administrative 2,949,118
4 Impact/Connection Fe.. 90,000
5 Testina and Inspection 350,500
t5 Development Fee 1,550,000
7 other
Total Soft Costs 24.128,888
III Contingency 2,352,056
IV Oft'set5
1 Intereat on Initial Fund (1,200,000)
2 Additional City Contr1bution (2,900,000)
Total Hotel Construction Costs (Projected) 113,000,000
Loews Miami Beach Hotel
Development Budget
Exhibit 3.5a
1tud:II8D..JUFtimI.A ...
Qf2Oi'JIll.~' ....M
Exhibit 3.9(a)
Air Handling Modification
W6-MI96261 0.084/09/20/96
EXHIBIT "3.9(a)"
The Air Handling Modification shall consist of a modification to the Hotel's guest
room air conditioning system to directly introduce ducted, conditioned quantities of outside air
into each guest room for the purpose of pressurization.
MI962640.007
Exhibit 3.9(b)
Approved Additive Modification
W6-MI96261 0.084/09/20/96
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Exhibit 3.9(c)
Approved Deductive Modification
W6-MI96261 0.084/09120/96
EXHIBIT" 3.9(c)"
APPROVED DEDUcnON MODIFICATIONS
TOTHEDRA~GSANDSPE~CATIONS
1. Excavate pile caps in lieu of mass cut.
2. Dlywall substitution as per partition type 20, as per Deta1l29/09 (dated July 24, 1996) by Nichols Brosch.
3. Delete GR closers and add spring butts.
4, Substitute pretaBt terrazzo receptor in lieu aftile, curb, waterproofing.
S. Reduce amval fOWltain dCltailing and configuration.
6. Substitute spandrel beam.
7. Delete piles at swim.mina pool and spas.
8. Revise OR wood door scope as per Hirsch Bedner recommendation as to:
A. OR. door at bath; simulared (closed) lou"er in lieu of applied Inolding.
9. Delete inlaid veneers at junior and grand ballrooms.
10. Retain exisrinl hoistway fails at St. Moritz elevator shafts.
11. Delete display window. at convention entry.
MI/20/Qfl FRT 16:49 fTX/RX NO fl0691 14.1002
W6-MI96261 0.084/09/20/96
Exhibit 3.9(d)
Conditionally Approved Deductive Modification
EXHIBIT" 3.9(d)"
CONDITIONALLY APPROVED DEDUCTION MODIFICATIONS
TO THE DRAWINGS AND SPECIFICATIONS
1. Delete secondary mullion at windows.
2. Substitute ballroom roof specification at wall panels.
3. Substitute FRG 81: wall panels.
4. Substitute FRO at trim rclatcc1 to above.
S. Substitute stair for paint grade for junior and grand ballroom doors.
6. Reduce height sliding glass doors at all etIest roolXl balconies.
7. Delete north window.
8. Revise integraJ stucco detail and specification.
9. Change iUest room waIl finish to orange peel.
10. Exterior paint by stucco with J'ainting scaffold, to be credJted.
11. Reduce painting at deleted OR tower moldings.
12. Substitute Saflok for Ving card, at guest room entry doors ( alternate for Owner to pUldJase ).
13. hstore in lieu of replicate moldinp in St Moritz.
14 Substitute one in restaurant and at bar railings.
1 S. Revise Palm Court, supplcme.ataJ, mcluding reduction m height to those modific:ations alread)' accepted.
16. Rcvac OR wood door scope as per Hinch Beclncr recommendation as to:
A. OR door at entry; applIed moldmg, one side.
B. OR. door at closet; louvered door.
e, Intermediate rail at louvered door, clarify.
17. Delete nos~ at COJ1c:rete stairs.
18. Hi-rise FCU at St Moritz. in lieu ofhorizonta1.
19. Revise vanity millwork at substituted lavatory, iJ1cluding consideration as hangine detail.
20. Revise detail as tcTSt Moritz / Palm Court connection.
21. Reduce height of Palm Court.
22. Delete glass block in guest rooQ21 and suites.
23. Substitute metal deck / CMU instead of styrofoam for secondary poun.
24. Substitu~ abbreviated precast base at public areas.
1'" 4" [T"/RX NO 606Q, 1d1001
0"/20/"6 I"RT (l~'" "
Exhibit 5.3(a)
Insurance Required of Contractor
(i) The following insurance, provided however that Developer may cause this
insurance to be provided through an overall "wrap up" policy, in lieu of individual
policies provided by Contractors.
Workers' Compensation Insurance coverall all employees of the Contractor as required
by the laws of the State of Florida and Employer's Liability Insurance of not less than
$1,000,000 per occurrence.
Comprehensive General Liability Insurance in an amount of not less than $1,000,000 per
occurrence and $2,000,000 annual aggregate covering Personal Injury and Property
Damage. Such coverage shall include, but not limited to, the following:
1. Blanket Contractual Liability Insurance covering all indemnity or hold harmless
agreements.
2. Protective Liability Insurance for the operation of the Independent Contractors.
3. XCU Coverage (Explosion, Collapse or Damage to Underground Property).
4. Products and Completed Operations (for two year extension beyond completion
of project).
Excess Umbrella Liability Insurance with a limit of not less than $50,000,000 per
occurrence and in the aggregate in excess of the above mentioned insurance; which shall
be required only in any "wrap up" policy.
(ii) Comprehensive Automobile Insurance in an amount of not less than $2,000,000
Combined Single Limit for Bodily Injury and Property Damage covering all owned,
non-owned or hired vehicles, trailers or semi-trailers, including any machinery or
apparatus attached thereto.
W 6-MI9626I 0.084/09/20/96
Exhibit 6.1 (c)
Owner's Contribution shall be applied to all Costs (as hereinafter defined) incurred
directly or indirectly in connection with the acquisition, development, design, construction,
financing and equipping of public areas of the Hotel: the arrival level, convention level, covered
gallery, convention drop off, arrival court, water cascade, great lawn, meeting room level,
hospitality suites, basement parking, interior and exterior meeting space, access to the foregoing
(including, without limitation, escalators), accessory areas (including, without limitation, storage
and receiving), beachwalk access, streetscape, public area landscaping and palm court; as well as
all Costs (as defined below) of equipping such areas (including, without limitation, building,
communication, life/safety and other systems, and furnishings, fixtures and equipment), and the
building infrastructure to create and support such areas (including, without limitation,
foundations, structural supports, exterior walls, roofs, etc.).
The term "Costs" as used herein shall mean all costs and expenses incurred in providing the
foregoing, including, without limitation, architectural, engineering, consultant, development,
legal and design fees and costs, costs incurred in preparation of and during construction
(including, without limitation, fees and expenses of contractors, suppliers, laborers and for
materials), governmental fees and charges (including without limitation, permit and impact fees),
real estate and other taxes, and insurance.
W6-MI96261 0.084/09120/96
Exhibit 6.1 (d)
The Broadwalk Extension as defined in the Ground Lease, shall be constructed by the
City at its expense, not later than the Hotel Opening Date, as provided in Section 21.4 of the
Ground Lease.
W6.MI96261 0.084/09120/96
Exhibit 6.3(a)
FEES
BUILDING PERMIT
Alternations & Repairs
Awnings & Canopies
Concrete Slab (Other Than Paving)
Demolition Of Building
Elevator Hoistway Construction
Fence And/Or Walls
Landscaping
New Building And/Or Additions
New Building Other
Painting
Parking Area Lighting
Paving
Roofing (Including Re-Roofing)
Signs
Swimming Pools
Windows, Exterior Doors, Storefronts & Fixed Glass
CERTIFICATE OF OCCUPANCY
Certificate Of Completion
Final Certificate Of Occupancy
Temporary Certificate Of Occupancy
ELECTRICAL PERMIT FEE
Combinations
Equipment Outlets Or Permanent Connections
Fire Detections Systems
Fixtures
Generatorsffransformers, Commercial Heating Equipment & Strip Heaters
Machine Outlets Or Permanent Connectors
Master Televisions, Intercom, Burglar Alarm, Telephone & Radio
Plummold
Rough Wiring Outlets
Services
Signs
Special Purpose Outlets (Commercial)
Streamers Or Festoon Lights
Swimming Pool Lighting
Switchboards
W6-MI962610,084/09/20/96
Welding Machine Outlets
MECHANICAL PERMIT FEE
Air Conditioning & Refrigeration
Amusement Rides And Devices
Boilers And Pressure Vessels
Duct Work
Elevators, Escalators & Other Lifting Apparatus
Furnaces And Heating Equipment
Internal Combustion Engines
Storage Tanks For Flammable Liquids
OTHER FEES:
Fire Processing Fees
Interim General And Proprietary Fees
Marine Structure Fees
Miami Beach Training Fees
Parking Impact Fees
Radon Fees
Zoning Processing
PLUMBING PERMITTING FEES:
Condensate Drains
Drainage
Fire Control Systems
Minimum Plumbing Fee Per Permit
Miscellaneous
Natural Gas And Liquefied Petroleum
Rough & Set Fixtures
Septic/Settling Tanks, Oil Interceptors And Grease Traps
Sewers
Storm & Sanitary Utility And/Or Collector Lines
Temporary Toilets
Water And Gas Mains
Water Heaters (Electrical Or Gas)
Water Piping
Water/Sewage Treatment Plants & Lift/Plumbing Stations
PREMISE PERMIT:
Initial And Final Premise Permit Fee
TELEPHONE SYSTEM:
W6-MI96261 0.084/09120/96
E-61
E-62
E-63
E-64
E-65
E-66
E-67
E-68
E-69
E-70
E-71
E-72
E-73
E-74
E-75
E-76
E-77
E-78
E-79
E-BO
E-B1
E-B2
E-B3
E-B4
E-B5
E-B6
E-87
E-88
I E-B9
I E-90
E-91
E-92
E-93
E-94
E-95
E-96
ELECTRICAL
STEVEN FELLER P.E.
2701 W. Oakland Park Boulevard, Suite 310
Oakland Park, FL 33311
July 24, 1996 GMP ISSUE (Continued)
ELECTRICAL RISER DIAGRAMS
ELECTRICAL RISER DIAGRAMS
ELECTRICAL RISER DIAGRAMS
PANEL SCHEDULES
PANEL SCHEDULES
PANEL SCHEDULES
PANEL SCHEDULES
PANEL SCHEDULES
PANEL SCHEDULES
PANEL SCHEDULES
PANEL SCHEDULES
PANEL SCHEDULES
PANEL SCHEDULES
PANEL SCHEDULES
PANEL SCHEDULES
DIMMING PANEL SCHEDULES
EXTERIOR LIGHTING PLA.NS 1" = 1 0'
EXTERIOR LIGHTING PLA.NS 1" = 1 O'
EXTERIOR LIGHTING PLA.NS 1" = 10'
EXTERIOR LIGHTING PLA.NS 1" = 1 0'
GUESTROOM ELECTRICAL LA. YOUTS 1/4" = l'
GUESTROOM ELECTRICAL LA. YOUTS 1/4" = l'
GUESTROOM ELECTRICAL LA.YOUTS 1/4" = l'
GUESTROOM ELECTRICAL LA. YOUTS 1/4" = l'
GUESTROOM ELECTRICAL LA.YOUTS 1/4" = l'
GUESTROOM ELECTRICAL LA.YOUTS 1/4" = l'
GUESTROOM ELECTRICAL LA.YOUTS 1/4" = l'
GUESTROOM ELECTRICAL LA.YOUTS 1/4" = l'
GUESTROOM ELECTRICAL LA.YOUTS 1/4" = l'
GUESTROOM ELECTRICAL LA.YOUTS 1/4" = l'
ELECTRICAL NOT~S, SYMBOLS, LIGHTING FIXTURE SCHEDULE
FiRE ALA.RM RISER DIAGRAM
LIGHTNING PREVENTION DRAWING
LIGHTNING PREVENTION DETAILS
TELEVISION RISER DIAGRAM
TELECOMMUNICATION RISER DIAGRAM
PLUMBING
STEVEN FELLER P .E.
2701 W. Oakland Park Boulevard, Suite 310
Oakland Park, FL 33311
July 24, 1996 GMP ISSUE
P-1 SITE PLAN PLUMBING
P-2 MAIN BUILDING GRADE FLOOR PARKING WEST PLUMBING
P-3 MAIN BUILDING GRADE FLOOR PARKING EAST PLUMBING
P-4 MAIN BUILDING LOBBY FLOOR - WEST PLUMBING
P-5 MAIN BUILDING LOBBY FLOOR - EAST PLUMBING
P-6 MAIN BUILDING SECOND FLOOR - WEST PLUMBING
P-7 MAIN BUILDING SECOND FLOOR - EAST PLUMBING
P-8 MAIN BUILDING THIRD FLOOR - WEST PLUMBING
P-9 MAIN BUILDING THIRD FLOOR - EAST PLUMBING
P-10 MAIN BUILDING FOURTH FLOOR - WEST PLUMBING
P-11 MAIN BUILDING FOURTH FLOOR - EAST PLUMBING
P-12 MAIN BUILDING FIFTH THRU THIRTEENTH FLOOR PLUMBING
P-13 MAIN BUILDING FOURTEENTH FLOOR PLUMBING
P-14 MAIN BUILDING FIFTEENTH FLOOR PLUMBING
P-15 MAIN BUILDING SIXTEENTH FLOOR PLUMBING
P-16 MAIN BUILDING SEVENTEENTH FLOOR PLUMBING
P-17 MAIN BUILDING ROOF PLAN PLUMBING
P-18 CUPOLA PLAN - PLUMBING
P-19 ST. MORITZ GROUND FLOOR PLUMBING - SANITARY
P.20 ST. MORITZ GROUND FLOOR-CEILING PLUMBING - WATER
P-21 ST. MORITZ LOBBY FLOOR PLUMBING
P-22 ST. MORITZ THIRD FLOOR PLUMBING
P-23 ST. MORITZ FOURTH FLOOR PLUMBING
P-24 ST. MORITZ FIFTH THRU ELEVENTH FLOORS PLUMBING
P-25 ST. MORITZ TWELFTH FLOOR PLUMBING
P-26 ST. MORITZ THIRTEENTH FLOOR PLUMBING
P.27 ST. MORITZ ROOF PLUMBING
P-28 RETAIL BUILDING FIRST & SECOND FLOORS AND ROOF PLUMBING
P-29 MAIN KITCHEN PLUMBING PLANS
P-30 MAIN KITCHEN PLUMBING PLANS
P-31 MAIN KITCHEN ELUMBING PLANS
P-32 SECOND FLOOR KITCHEN PLUMBING PLANS
P-33 SECOND FLOOR KITCHEN PLUMBING PLANS
P-34 THIRD FLOOR KITCHEN PLUMBING PLANS
P-35 BARS PLUMBING PLAN
P-36 ST. MORITZ KITCHEN FLOOR PLAN
P-37 LAUNDRY FLOOR PLAN - PLUMBING
P-38 LAUNDRY FLOOR PLAN - PLUMBING
P-42 MAIN BUILDING PLUMBING RISERS
P-43 MAIN BUILDING KITCHEN, SANITARY ISOMETRICS
P-44 MAIN BUILDING KITCHEN WATER ISOMETRICS