HomeMy WebLinkAboutFirst Addendum to Development Agreement/NWSDraft
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FIRST ADDENDUM TO DEVELOPMENT AGREEMENT
THIS FIRST ADDENDUM TO DEVELOPMENT AGREEMENT is made as of this
day of , 2006 (this "First Addendum") by and between the CITY OF
MIAMI BEACH, FLORIDA ("Owner" or "City"), a municipal corporation duly organized and
existing under the laws of the State of Florida, and NEW WORLD SYMPHONY, anot-for-
profit Florida corporation ("Developer") (the Owner and Developer, each a "Party" and
collectively, the "Parties").
RECITALS
A. Owner and Developer entered into an Agreement of Lease ("Lease") dated as of
January 5, 2004, pursuant to which Owner leased to Developer. certain real. property described in
Exhibit "A" attached hereto and made a part hereof (the "Land'.
B. Concurrently therewith, Owner and Developer also entered into a Development
Agreement ("Development Agreement") dated as of Januazy 5,.2004, setting forth,: among other
things, the Owner's and Developer's respective responsbiiities and agreement to coordinate and
cooperate in the planning, scheduling and approval of the development, design and construction
of an automobile parking garage (the "Garage") on the Garage Property and a performance,
educational and Internet broadcast facility, together with certain related amenities, facilities and
other infrastructure improvements on the Land ("Developer's Improvements"), as set forth in the
Development Agreement.
C. The Development Agreement .provided that Owner would develop certain
unspecified "Infrastructure Improvements" as a condition of Developer's obligation to construct
the Developer's Improvements, and that specific Infrastructure Improvements would be
identified in the future, subject to the Owner obtaining the City Commission's approval. The
Infrastructure Improvements have now been identified, subject to the required approvals.
A The Development Agreement also contemplated that Owner might develop a pazk
("Pazk") or another similar... public amenity on real property defined in the Development
Agreement as the "Adjacent Property" and re-defined herein as the "Pazk Project Zone." A Pazk
has been envisioned for the Park Project Zone for some time, and is a pazt of the City's District
Master Plan.
E. Following the execution of the Lease and Development Agreement, the Parties
have worked together to define the processes and refine the scope for implementing the
Developer's plans for the Developer's Improvements on the Land and the City's overall vision
for enhancing the development of the Pazk and the azeas surrounding the Pazk and the Land, for
the use and enjoyment by all residents of and visitors to the City of Miami Beach and by all
visitors to the Project (as that term is re-defined herein). The Pazties now wish to enter into this
First Addendum in order to memorialize their agreements regarding their respective obligations
for implementing the foregoing.
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NOW THEREFORE, it is hereby mutually covenanted and agreed by and between the
Parties hereto that this First Addendum is made in consideration of the terms, covenants and
conditions hereinafter set forth.
1. Canitalized Terms: Recitals. All capitalized terms not defined herein shall have
the meanings given to them in the Development Agreement. For convenience, the original
Article 1, entitled "Definitions," of the Development Agreement is attached hereto as
Exhibit "EB." Hereafter, all references to the Development Agreement shall mean the
Development Agreement as modified and augmented by this First Addendum, unless the context
indicates otherwise. The Recitals aze incorporated herein by reference:
2. Additional and Revised Definitions. Article 1, entitled "Definitions," is amended
by adding or revising the following definitions:
(a) "Additional Improvements" means certain improvements to City owned
real property planned for and included only within Zone 1; and Zone 2-and--3, as described
in subsection 2(ggr, herein (but excluding Developer's Improvements, the Gazage and the Pazk
Project . The Additional Improvements may include. strr~etscaping, landscaping, utilities,
graphics, lighting, adjustments to curblines, sidewalks, hardscape, streetscape furniture, and the
design, development, engineering and construction of such improvements all as may be
determined for each Zone in accordance wtith the applicable approval process and approved
budget. As of the date hereof. the narties acknowledge and agree that the Citv has budgeted an
Together, the Additional Improvements (in Zones 1; and 2. as described above
eaA-3) and the improvements punned for Zones 4 and 5 are the "Infrastructure Improvements"
addressed in Article 23 etf the Development Agreement.
(b) "Development Site" is amended to mean Zones 1 and 2, and in the event
the Pazk Project is approved by the City, Zone 3 as well.
(e), "Design to" Park Project Budget means the preliminary total costs
budgeted by the City for the Park Project, which is the preliminary estimate of costs, including
estimated hard and soft construction costs, anticipated as of the date hereof, to be incurred in
connection with the design, development and construction of the Park Project. As of the date
hereof, the parties acknowledge and agree that the City has budgeted an amount not to exceed
$13.8 million for the Pazk Project.; ~' Q~.^.:::~.:c::;r t::c .,aa:«:,. t r w t,
.,.«,.t:..,. ern ~ ...:n:,... c .. .t.e "n,,..:,... «,.•> n t, v n a
s
(d) "Final Park Project Budget" means the final budget, as mutually agreed to
by the Parties, and as approved by the City Commission within ninety (90) Calendaz Days
following establishment between Developer and its Contractor of the Guazanteed Maximum
Price, as described in Section 13(de~, and representing the final hazd and soft construction costs
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approved in connection with the design, development and construction of the Park Project.
Notwithstandine the preceding sentence, in the event that the Additional Improvements aze
designed, develoned and constructed for less than the not to exceed $6.4 million amount, then
any unused funds shall be applied by the Parties towazd the design, develonment and
construction of the Pazk Proiect (and, accordingly, shall be added to the Final Pazk Proiect
Bud et .
(e) "Garage" means the public municipal pazking garage comprising Zone 1.1
to be designed, developed and constructed by Developer for Owner and funded as set forth in
Section 13 hereof, and operated by Owner at its sole cost and expense on City-owned property
adjacent to the Land ("Gazage Property"), legally described in Exhibit "6C."
(f) "Park" means the public pazk facility that is proposed to be developed
within the Park Project Zone pursuant to this First Addendum.
(g) "Park Project" means the Parlor
to be designed, developed and constructed within Ehe-Pazk Project Zone, in accordance with the
provisions of this First Addendum.
~3Ch~ "Park Project Concept Plan" means the design of the Park Project
prepared by the Architectural Consultant in consultation with the Developer and the City
Manager to be submitted for the .review of the City Manager pursuant to the provisions of
Section 10 hereof.
~) "Park Project Costs" means all costs, fees and expenses incurred in
connection with the design, development and construction of the Park Project, all of which costs,
fees and expenses aze and shall be at the=sole cost and expense of the Owner.
{~lC~- (j~ "Park Project Design" means the final design of the Park Project approved
by the City Commission, and based upon the final "Basis of Design Report"asset forth in
Section l0 hereof.'
"Preliminary Gazage Budget" means the total cost budgeted by the City
for the Gazage, which is the preliminary estimate of costs, including estimated hard and soft
construction costs, anticipated as of the date hereof to be incurred in connection with the design,
development and construction of the Gazage. As of the date hereof, the Parties acknowledge and
agree that the City has budgeted an amount not to exceed $15,210,135 for the Garage.
(-nr)(11 "Preliminary Park Project Budget" means the total cost budgeted by the
City for the Park Project, as mutually agreed to by the Parties and as approved by the City
Commission concurrently with the approval of the Pazk Project Design (as set forth in Section 10
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hereof) which is the preliminary estimate of costs, including estimated hard and soft construction
costs, anticipated as of the date thereof to be incurred in connection with the design,
development and construction of the Park Project, including the sound system.The Parties
acknowledge and agree that the Preliminary Pazk Project Budget shall be established in
accordance with the dollar amounts set forth in the "Design to" Park Project Budget.
(-rrllml "Program" means the procedure the Parties shall follow in connection with
obtaining City approval of the Park Project Design, as described on Exhibit " 3D."
Fea(n) "Project" means the Developer's Improvements, the Additional
Improvements proposed to be designed and constructed in Zones',l and 2, and the Garage; in
other words, all improvements of every kind to be located in Zones land 2.
mo(o) "Project Site" means Zones 1 and 2.
Ia-1(v) "Unavoidable Delays" means delays due to strikes, slowdowns, lockouts,
acts of God, inability to obtain labor or materials reasonably within the originally contracted for
price range, waz, enemy action, civil commotion, fu^e, .casualty, severe weather conditions,
eminent domain, a court order which actually causes a-delay (unless resulting from disputes
between or among the Parties 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 ar+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 beyondrthe 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. Failure to
provide timely notice, as set forth herein, shall not. be deemed a waiver by the Party alleging an
Unavoidable Delay. In no_event shall (i) any Party's financial condition other than due to a
material increase in the costs .of labor or materials, or inability to fund or obtain funding or
financing, constitutes_an "Unavoidable Delay"' (except for an Institutional Lender's inability to
fund, which inability is not caused by Developer) with respect to such Party, and (ii) any delay
arising from a Party's (orits Affiliate's)default under this Development Agreement or any of the
Construction Agreements, constitute an "Unavoidable Delay" with respect to such Party's
obligations hereunder. The times for performance set forth in this Development Agreement
(other than for monetary obligations of a Party) shall be extended to the extent performance is
delayed by Unavoidable Delay, except as otherwise expressly set forth in this Development
Agreement.
mac) "Zone" or "Zones" mean the geographical areas in which the three (3)
primary components of the Project and the Park aze located, and the proposed improvements
(including, without limitation, the proposed Infrastructure Improvements) within each
geographical azea. The Zones are generally but not legally described below and are identified on
the sketch attached hereto as Exhibit "ICE."
(i) Zone 1 - Pazking Garage Zone, which means the real property
owned by Owner and generally described as the land bounded on the North by 17`"
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Street, on the East by the Land, on the South by Lincoln Lane and on the West by the
Pennsylvania Avenue.
(ii) Zone 2 -Symphony Campus Zone, which means the real property
owned by Owner and generally described as the land. bounded on the North by 17s'
Street, on the East by the realigned Drexel Avenue, on the South by Lincoln Lane and on
the West by the Gazage Property.
(iii) Zone 3 - Pazk Project Zone, which means. the real property owned
by Owner and generally described as the land bounded on the. North by 17a' Street, on the
East by Washington Avenue, on the South by Lincoln Lane and on the West by the
realigned Drexel Avenue.
(iv) Zone 4 -Lincoln Lane Improvement Zone, which means the real
property owned by Owner and generally described as that portion of Lincoln Lane
bordered on the West by Pennsylvania Avenue and on the East to Washington Avenue.
(v) Zone 5 -Pennsylvania Avenue Improvement Zone, which means
the real property owned by Owner and generally described as that portion of
Pennsylvania Avenue bordered on the North by 17m,Street and on the South by Lincoln
Lane.
3. Amendment or Replacementof Certain Sections of Development Agreement.
(a) The following section oi~ subsections in the Development Agreement are
deleted in their entirety and replaced with the following:
(b) Section 2.9; "Confirmation of Land Development Regulations," is
amended by deleting it in its. entirety and replacing iY with the following:
"The zoning district classification of Zones 1, 2 and 3 is CCC, as defined
in the Land Development Regulations."
(c) Section 2.10(b),'"Required Development Permits," is deleted in its entirety
and replaced with the following:
"To the best of Owner's knowledge and belief, other than pertaining to
Zone 1, Zones 2.2 ana 2.3 and Zone 3, there aze no reservations and/or dedications of land for
public purposes that are proposed under the terms of this Development Agreement."
(d) Section 2.11, "Developer's Right of Termination" is amended by deleting
the following words - "the retail portions of the Gazage, if required", and by deleting the last
sentence in its entirety replacing it with the following:
In the event of termination of this Development Agreement and Ground
Lease pursuant to this Section 2.11, Developer shall reimburse Owner for its shaze of (i) costs for
the Gazage portion of the Project incurred through the termination date (the "Gazage Design
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Costs") and (ii) the Pazk Project Design Costs, as defined in Sections 10(d) and (e). ~
13esign Eests slrr~ll-net a*eeed the sum a€~ 'T~;
(e) Section 6.1 "Developer's Contributions" is deleted in its entirety and
replaced with the following:
Section 6.1 Developer's and Owner's Contributions. Developer shall
provide all of the funds necessary to complete Construction of Developer's Improvements in
Zone 2.1. Owner shall provide all of the funds necessary to complete Construction of (i) all
improvements within Zone 1, including the Gazage, all Additional Improvements in the Parking
Garage Zone and the retail portion of the Gazage, and (ii) the Additional Improvements in Zones
2.2 and 2.3, subject to the provisions of the Development Agreement,.. as amended by this First
Addendum. As to the retail portion of the Garage, Developer shall' only be responsible for
delivering to Owner, and Owner shall only be responsiblefor funding, a vanilla shell retail space,
as defined in Exhibit "F", attached hereto. ~~°w:nw °,,^" ,.° ,,,.a..°a ,.°«,.:.... „n..n.n.:,... ,.F n
f
~n"'~r~a=====~===ns). Owner shall be responsible for all leasing and`management operations of the retail
portion of the Garage.
(f) Section 6.2 "Fees" is `deleted in its entirety and replaced with the
following:
Permit :Fees. Developer assumes payment responsibility for any and all
Permits, now or hereafter, required to be obtained from the City or any other Governmental
Authority for the construction of Developer's Improvements in Zone 2.1, including without
limitation, building peimit 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, to the extent applicable, listed in the City of Miami Beach
Building Department Fee Schedule; or the most current edition adopted by the City, which fee
schedule is hereby incorporated by reference and made a part of this Agreement (collectively, the
"Fees"). Owner shall be responsible for all Fees associated with the Gazage, the Park Project,
and the Infrastructure Improvements; the amounts of all such Fees will be included in the
applicable budgets.
(g) s Sections 23.3 and 23.4 of the Development Agreement, entitled "Adjacent
Property" and "Park," are deleted in their entirety and replaced with the pertinent provisions of
this First Addendum.
4. Citv's Obligations Re azding Infrastructure Imnrovements. The City has refined
its plans for the construction and development of certain public improvements to City-owned
property located within Zones 1, 2, 3, 4 and 5.
(a) The Additional Improvements to City-owned property in Zones 1; and
Zone 2; and-3 (but specifically excluding the Developer's Improvements to be constructed by
Developer within Zone 2.1 -the Symphony Campus), together with the improvements to City-
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owned property in Zones 4 & 5 aze designated to be the "Infrastructure Improvements" referred
to in Article 23 of the Development Agreement. Upon completion of performance of all of
Owner's obligations regazding the Infrastructure Irprovements, Owner shall have satisfied in
full all of its obligations under Section 23.1 of the original Development Agreement.
(b) The Additional Improvements planned in Zone 1, '°~°° '.'' °°-' ''.~, °~a
Zene-~ and Zone 2 constitute portions of the "Infrastructure Improvements" referred to in
Section 23 of the original Development Agreement and designated in this Addendum. The
City's planned improvements within Zones 4 and 5 aze not included within the definition of
"Additional Improvements" but aze included within the defnition of "Infrastructure
Improvements."
(c) Because the coordinated construction, development and use of the Project
and the Additional Improvements will provide mutual benefits to both parties by enhancing the
availability and use of all of the Developer's Improvements as well as other Property owned by
the City, Owner has requested, and Developer has,agreed, that Developer shall design, develop
and construct, at Owner's sole cost and expense, the Additional hmprovements at such times and
in accordance with the ~':~ Project I3udget, ..'`;~'' ~"°,, T~° °..'-:°°' `° •'~° ° .°, °F t''°
Improvements, as described in Section 2(al.
5. Zones 1 and 2. Sections 23.2.2:and 23.2.3 of the`Development Agreement are
hereby revised as follows:
Owner's obligation to fund the design, development and construction of Zone 1
and Zones 2.2 and 2.3 is describedsbelow:
(i) Owner will fund an amount not to exceed $15,210,135 for all hazd
and soft construction costs for the Garage (all hazd and soft costs referred to as the
"Garage Costs"), as reflected in the Preliminary Garage Budget, as described herein.
Owner will fund an amowxtt not to exceed $6.4 million for all hard and soft construction
costs for the Additional Improvements in Zones 2.2 and 2.3 (all hazd and soft costs for
Zones 2.2 and 2.3 referred to as the "Campus Zone Costs"). The Garage Costs and
Cairtpus Zone Costs shall be inclusive of, but not be limited to, the City's total funding
contributions for Concurrency Requirements, the City's Prevailing Wage Ordinance, if
applicable, and all costs in connection with all zoning, permit matters, and requirements
imposed bgGovernmental Authorities, subject to the other teens of the Development
Agreement as they pertain to Zones 1, 2.2 and 2.3.
(ii) The Parties agree that the design, development and construction of
the Additional Improvements planned for Zones 1.2, 1.3, 2.2 and 2.3, shall be included
within the definition of "Project" and "Project Site", respectively, and therefore included
within the scope of Owner's obligation to fund and Developer's submissions and
performance of its obligations pertaining to design, development and construction, under
the original Development Agreement.
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(iii) Owner shall pay to Developer the Garage Costs and Campus Zone
Costs in the manner set forth in Section 13 herein.
(iv) Zone 2.2. The construction of the Developer's Improvements
within Zone 2.1 of the Symphony Campus Zone will require the displacement, re-routing
and rebuilding (such work, collectively, "Realignment") of that portion of Drexel Avenue
that is between Lincoln Lane and 17~' Street in Miami Beach ("Drexel"). Owner has
agreed that the Drexel Avenue Realignment is part of the Additional Improvements for
which Owner is responsible, and that such work constitutes the improvements within
Zone 2.2, and Developer has agreed to perform such Drexel Avenue Realignment on
Owner's behalf at Owner's sole cost and expense.
6. Zone 4 -the Lincoln Lane Improvement Zone. The design, development and
construction of all improvements planned for Zone 4, and all costs in connection therewith,
including but not limited to fees due to Architectural Consultant, are solely the responsibility of
Owner. Zone 4 is a part of the aesthetically integrated project contemplated in .this First
Addendum, and the parties agree to coordinate; cooperate and consult with one another in the
planning, design, development and construction (including, without limitation, commencement
of construction) of all Zone 4 improvements.
7. Zone 5 -the Penns 1~Avenue Improvemen€ Zone. The design, development
and construction of all improvements planned for Zone 5, and all costs in connection therewith,
including, but not limited to fees due to Architectural Consultant, are solely the responsibility of
Owner. Zone 5 is a part of the aesthetically integrated,. project contemplated by this First
Addendum, and the parties agree, to coordinate; cooperate and consult with one another in the
planning, design, development'and construction>{including, without limitation, commencement
of construction) of all Zone 5 improvements.
8. Development of Park Proiect.
(a) Owner has determined to develop the Park Project as contemplated herein,
and the Parties hereby agree that Developer will serve as developer of the Park Project on behalf
of Owner and shall cause the Park Project to be designed, developed and constructed on behalf
of the Owner and at the sole cost and expense of the Owner, subject to the terms and conditions
as set forth herein. Developer will select, at its sole discretion, all contractors, including a
general contractor, and all subcontractors, consultants and other Persons (each a "Contractor"
and collectively, "Contractors") Developer deems necessary to complete the Park Project in
accordance with the provisions of this First Addendum and the Development Agreement.
(b) beveloper's obligations pertaining to the Park Project are limited to the
design, development and construction of the improvements located or to be located within the
Park Project Zone, subject to the provisions of Section 13 herein, and specifically exclude any
obligation or responsibility or liability whatsoever for any other property or Zone, unless
otherwise provided in the Development Agreement, or agreed to in writing by the Parties.
(c) Developer's contracts for the Park Project with Architectural Consultant
(as defined below), and Contractor(s) shall contain a provision providing that said contracts may
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be collaterally assigned to the Owner, upon substantially the same terms as thev were executed
with Developer but subject further to final review and annroval for acceptability b~terres
aese}~t~le-fer the City Manager; (end who shall also consult with the City Attorney's Office), as
further security to Owner for any default on the part of Developer after commencement of
construction, but prior to completion of construction, of the Pazk Project.
9. Park Proiect Design.
(a) Developer and Owner wish to enhance the benefits to the City, the Owner
and the Developer of an integrated vision and design for the developtnentof the Project and the
Pazk Project, and therefore Developer, with Owner's consent, has selected Gehry Partners, LLC,
as the azchitectural consultant for the Pazk Project. Gehry Partners, LLC, and all necessary
specialists and consultants who Gehry Partners, LLC requires to complete the Park Project
Design, including but not limited to specialists and consultants in the areas of acoustics,
performance venues, azchitecture and engineering, shall be referred to hereafteras "Architectural
Consultant." Owner further acknowledges that Developer has selected, with Owner's consent,
Hines Interests Limited Partnership to act on behalf of Developer as the Project and'Pazk Project
manager.
(b) Owner and Developer acknowledge.... and agree that the design,
development and construction of the Prajeet and the Pazk Project as an aesthetically integrated
project in accordance with the single design vision of the Architectural Consultant will maximize
the benefits of the Project and the Park Project to the City of Miami Beach. Accordingly, Owner
and Developer further acknowledge and agree that the completion of the design, construction and
development of the Pazk Project. pursuant to the. terms and provisions of this First Addendum and
in accordance with the Pazk Project Design is integral to the current design, construction and
development of the Project and that the Owner's election not to proceed with the Pazk Project (as
further described in Section 10(d) below) may materially and adversely affect Developer's
ability to meet its projected tune frames for design, construction and development of the Project.
(c) Morgover, any delays in Developer's ability to meet the Schedule and/or
the Construction Commencement Date and/or the completion date for the Project, and/or any
other deadline for the Project,: which delays arise from Owner's election not to proceed with the
Pazk Project; shall be treated as an "Unavoidable Delay".pursuant to the Development
Agreement and this First Addendum.
10. Procedure for Pazk Project Design Apnroval.
(a) The approved Park Project's Final Basis of Design Report to be obtained
as outlined in Exhibit " 3D" shall be the approved Pazk Project Concept Plan referred to herein.
(b) The Developer shall use the "Design to" Park Project Budget as the cost
basis as described and approved in the Park Project Concept Plan. The costs, fees and expenses
for such design and prepazation work shall not exceed the dollar amount allotted for such work
as set forth in the "Design to" Park Project Budget. Following approval of the Pazk Project
Concept Plan pursuant to the Program described in Exhibit " 3D." Developer and the City
Manager, on behalf of the Owner, acting in a proprietary and not regulatory capacity, shall meet
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to commence the preliminary review process. Developer shall comply with the schedule of
approvals outlined in the Program described in "Exhibit " 3D."
(c) Notwithstanding anything contained in this First Addendum or the
Development Agreement, the Parties acknowledge and agree that (i) the Final Pazk Project
Budget shall represent the total amount of funding which the Owner has determined to make
available for the development, design, and construction of the Pazk Project and, accordingly, the
Final Pazk Project Budget shall not be exceeded and/or increased without the express
authorization of the City Commission. The Developer shall not be liable to Owner or any
Contractor or other third pazty for payment of any portion of the costs, fees or expenses properly
incurred by Developer on behalf of Owner in connection with. the: Park Project provided such
costs, fees or expenses are within, and in accordance with,; the Final Park Project Budget.
Moreover, Developer shall have no obligation or duty whatsoever to incur costs or expenses
which would cause the Pazk Project Design Costs to exceed the Final Pazk Project Budget
(d) In the event the City Commission fails to select and approve a Pazk
Project Concept Plan, or it elects not to proceed with the Pazk Project, immediately,thereafter the
Owner shall notify the Developer in writing in accordance with Article 20 of the Development
Agreement of the Owner's intent to terminate those portions: of this First Addendum which relate
to the Park Project, specifically Zone 3:. Notwithstanding Owner's election not to proceed with
the Park Project, Owner's funding obligations associated with Zones 1, ' and 2 will
remain in full force and effect in accordance with the Development Agreement and this First
Addendum. Within thirty (30) days after Developer's receipt of the Owner's notice of intent to
terminate the applicable portions of this First Addendum, the Qwner shall reimburse Developer
for all "Pazk Project Design Costs" as defined below. Following Developer's receipt of payment
in cleazed funds of all. sums due hereunder, those: portions of this First Addendum pertaining to
the Pazk Project shall,,#erminate and shall thereaf3er shall have no force or effect, and neither
Party shall have any fiuther rights or obligations to the other pertaining to the Park Project under
this First Addendum. Termination of such porkons of this First Addendum regazding the Pazk
Project shallscot in any respect operate to terminate, modify, amend or affect any other of the
respective rights and obligations of the Parties under this First Amendment, the Development
Agreement or the Lease, ali of which shall continue to be in full force and effect.
(e) As used in this Section, the term "Park Project Design Costs" shall be the
maximum amount due to Developer by Owner in the event the City fails to select and approve a
Park Project Concept Plan, -or it elects not to proceed with the Pazk Project pursuant to
subsection (d) above, ubject to Section 10(f) below. The Park Project Design Costs shall not
exceed the sum of $1,110,000, which amount is deemed and agreed by the Parties to be the total
allowable reimbursement to Developer for all costs incurred as a result of such action or inaction
by the City, and which shall include, but not limited to all costs, fees and expenses associated
with the Architectural Consultant's prepazation, design work, input and analysis in respect of: (i)
the Park Project Concept Plan and any modifications thereof; (ii) the modifications to the draft
Basis of the Design Report requested by the City, in accordance with the provisions of this
Section and the Program described in Exhibit " 3D:" (iii) the final Basis of Design Report; (iv) the
"Design to" Pazk Project Budget; (v) the Preliminary Pazk Project Budget; and (vi) Owner's
approval process, all subject to Section 10(fj below.
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(~f (i) Developer's Rieht to Terminate Park Proiect. Notwithstanding
anything to the contrary contained herein, Developer shall have the right to terminate
those portions of this First Addendum pertaining to the Park Project and to be released
from any further obligation or liability hereunder at any time prior to the tenth (10)
Business Day following the City Commission's approval of the Park Project Concept Plan,
because Developer determines, in the exercise of Developer's reasonable business
judgment, that its performance of the City (or any other Governmental Authority) imposed
requirements and conditions for development of the Park Project is or would be unfeasible
or disadvantageous and would impose an undue burden on Developer's ability to perform
its other obligations under this First Addendum, the Development Agreement and/or the
Lease., In the event of termination those portions of this First Addendum pertaining to the
Park Project pursuant to this Secfion 10(f)(i) each Party shad bear its own costs and
expenses incurred in connection therewith and neither Party shall h&ve any further liability
to the other. Developer's termination of such portions of this First Addendum regarding
the Park Project shall not in any respect operate to=terminate, modify, amend or affect any
other of the respective rights and obligations ofsthe Parties under this First Amendment,
the Development Agreement or the Lease, all of wliieh shall continue to be in'full force and
effect. Developer's termination of those portions of this. First Addendum pertaining to the
Park Project for any other reason then as permitted in't~s Section 10(f)(i), shall be treated
as an Event of Default under Article 14 of the Development Agreement.
(ii) Owner's Rig t to Terminate Park Project.
Notwithstanding.>anything to the contrary contained herein, Owner
shall have the right to terminate those portions of this First Addendum pertaining to the Park
Proiect and to be released from any further obligation or liability hereunder if, at any time
prior to the approwal of the Final Park Project BudgetFessessien-Bate, Owner determines, in
the exercise of Owner's reasonable business judgment, that (a) changes to the Pazk Project
Design and/or preliminary ,plans attd specifications required by the DRB, or any other
Goverrunen#al Authority, render the Park Project economically unfeasible; or (b) the costs of
Environmental Retnedation_o~r he Park Project site aze economically unfeasible; or (c)
Developer, after good faith efforts, has been unable to obtain a Building Permit for the Park
Proiect pursuant to the plans and specifications submitted by Developer. In the event of
termination of those portions of this First Addendum pertaining to the Pazk Project pursuant
to this Seetion 10(f)(ii), each Parry shall bear its own costs and expenses incurred in
connection with those portions of this First Addendum pertaining to the Pazk Proiect and
neither Party shall have any further liability to the other with respect to the Park Project.
However, notwithstandins the preceding Owner agrees to reimburse Developer for any
reasonable costs that may have been incurred by Developer on Owner's behalf prior to the
effective date of termination, upon submittal by Developer of appropriate documentation
evidencine that said costs were reasonably incurred as part of the design development and
construction of the Park Project. Owner further agrees that, •:::.:: u':;, ~°°°ti~,~-,~
.:da. ice= °' T~~-°- ~~°~a~ provided that Developer is in eood standing and free from default
under the Lease. it shall retain the Pazk Project Zone as a~ municipal surface parking lot or
(ii) a park or similaz public amenity;, for the term of the Lease^-°°~a°a, ~°•°°-~°- ~~°~
nFlthinsr-in ihio-Cc+cainn 1 n~~i"~ ai ~,' L" n as a. w r~ i n
~ n i ,
.
11
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~nrl/nr th^ n..,.....a r e e ,.t,,.n o,.t..ae ..,...~..: .,:a v,.., a t. t a u
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e
`'''; c-`.".~'.»...: n:.cch OeQe ~=~~~-r~i:~~-.n~r,~.,z. Owner's termination of such
portions of this First Addendum regarding the Pazk Proiect shall not in any respect operate to
terminate, modify, amend or affect any other of the respective rights and obligations of the
Parties under this First Addendum, the Development Agreement or the Lease, all of which
shall continue to be in full force and effect.
(g) Upon the City Commission's approval of the Park Project Design Concept
Plan, the Developer and the Architectural Consultant shall prepaze a more detailed design, during
the course of which design process the Owner, Developer and Architectural Consultant shall
consult together as often as necessazy. Within 150 Calendar ;Days following the City
Commission's approval of the Pazk Project Concept Plan,`#he Architectural Consultant and
Developer shall submit a more fully developed project, design to the Qwner for review and
approval. This further developed project design shall include, but not be limited to, fully detailed
landscape drawings, detailed sidewalk and streetscape improvements, public walkways,
entertainment venue details, projection and sound equipment details and specifications, utility
improvements and any other improvement related to the Park Project (the "Preliminary Plans and
Specifications").
(h) Developer shall submit the Preliminary' Plans and Specifications to the
Owner within the 150 Calendar Day design period as described in subparagraph (g) above. The
Preliminary Plans and Specifications shall be reviewed by he Owner's City Manager within 60
Calendar Days from receipt of said Preliminary Plans and Specifications. If Owner unreasonably
rejects the Preliminary Plans and Specifications, and requires the Architectural Consultant to
redesign the Preliminary Plans and. Specifications, and if the originally submitted Preliminary
Plans and Specifications are consistent with the `approved Park Project Concept Plan then all
costs associated with the redesign and resubmission shall be borne by the Owner.
(i) After obtaining the Owner's approval of the Preliminary Plans and
Specifications, Developer shall submit an application for approval of the Preliminazy Plans and
Specifications to the City's I?RB. Developer shall pursue approval of the application to the DRB
with the assistance of the Owner diligently and in good faith.
(}} Upon receipt of the DRB's approval of the Preliminary Plans and
Specifications, the Architectural Consultant shall prepaze Final Plans and Specifications for
construction of the Park'Project consistent with the approved Preliminary Plans and
Specifications. The Finale Plans and Specifications shall be submitted to the Owner within 180
Calendaz Days from receipt of the DRB's approval of the Preliminazy Plans and Specifications.
The Final Plans and Specifications shall be reviewed by the Owner's City Manager solely for
consistency with the Preliminary Plans and Specifications, as the same have been approved by
the DRB. The City Manager shall have 60 Calendaz Days to review the Final Plans and
Specifications. If Owner disapproves the Final Plans and Specifications, and such disapproval
requires redesign, and if the originally submitted Final Plans and Specifications aze consistent
with the DRB approved Preliminazy Plans and Specifications, then all costs associated with the
redesign and resubmission shall be borne by the Owner.
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(k) Except as otherwise set forth in Sections 10 and 11 of this Addendum, the
procedures and requirements set forth in the Development Agreement shall apply to construction
by Developer of the Park Project, including but not limited to Sections 2.5 through 2.10,
Section 3.2.1, 3.3, 3.4 and as otherwise applicable to construction in general.
11. Completion. The construction of individual improvements within a Zone may go
forward and be completed in accordance with different schedules, Permits and Approvals.
Therefore, the portions of work within a Zone and permitted by different Permits and Approvals
shall be deemed to have been completed in substantial accordance with the approved plans and
specifications thereof, as they may be modified from time to time upon mutual agreement of the
Parties, notwithstanding that minor adjustments maybe required by Developer or minor errors or
omissions may require correction, provided that such adjustments- and corrections are made
within a reasonable amount of time after discovery of same. Owner"shali be solely responsible
for all costs, fees and expenses properly incurred by Developer in connection with this Section.
As such portion of Zone work under such Permits and Approvals is completed, Developer shall
submit to Owner the final "as built" plans and specifications for such portions of work within a
Zone, and any additional costs which may be due and.owing Shall promptly be paid in full by
Owner to Developer. All payments shall be made in cleated U.S. funds.
12. INTENTIONALLY DELETED
13. Fundine. Owner's funding of costs of the Garage, the Additional Improvements
and the Pazk, if applicable, shall be in accordance with.the terms of this First Addendum and
approved final budgets for said improvements, and shall be made as follows:
(a) All costs and fees attributable to work performed by Developer on behalf
of Owner shall be identified, tracked, accounted for, invoiced and paid sepazately from
Developer's Improvements. Costs„ in a manner that cleazly distinguishes Owner's costs from
Developer's Improvements Costs. Ownershall have the right to make payment by check or wire
transfer to the Developer.
(b) Within thirty (30) days of the Parties' execution of this First Addendum,
Owner shall fund directly to Developer in a lump sum payment all of the costs, fees and
expenses incurred through and including the execution date of this First Addendum, on the
Owner's behalf in connection with Zones 1 and 3, as detailed onBxhibit "G" attached hereto.
(c) .:Within thirty (30) days of the Parties' execution of this First Addendum,
the funding process fotthe Gazage and the Pazk Project shall commence.
shall not be subject to Retainage
f~ e In accordance with the procedures set forth below in this Section 13,
Developer shall be entitled to be paid periodic progress payments ("partial payments") of the
guazanteed maximum price agreed to by the Developer and the General Contractor (the
13
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12-OS-06
"Guazanteed Maximum Price") by the Owner for the portions of the Work completed and
acceptable to the Owner, and not more frequently than monthly in an amount equal to:
(i) The amounts paid by Developer for such portions of the Work.
(ii) Each payment of hazd costs (including but not limited to payments
for Change Orders) shall be subject to a retainage of ten percent (10%) ("Retainage"),
which shall be released upon Final Completion.
(iii) Such partial payments shall constitute advances against the
Guazanteed Maximum Price until final payment is made and accepted. No partial
payment made nor approval of a partial payment, shalk constitute an acceptance of any
Work not in accordance with the approved final plans and specifications and/or the final
approved budgets.
(iv) The Developer may make applications for periodic progress
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19` Reading
12-OS-06
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Requisitions shall show the percentage completion of each portion of the Work as of the end of
the period covered by the Requisition.
~ The Owner; within: hirty (30) calendar days after receipt of the
Requisition, will pay an approved Requisition to the Developer for such amount as the Owner
determines to be properly due, and if it objects to and withholds funding for any item or amount,
shall state in writing the reasons for such action. The Developer, after receipt of an objection to
funding, shall disprove or cure such objection or the Parties shall otherwise work in good faith to
resolve such objection.. ]RJA Note:. Dispute resolution procedure. See Attachment 1, which
is current procedure iu;City's Frhst End Construction Documents]
~) When 'the Developer deternnes that it has achieved completion
("Substantial Completion") of a portion'of Zone work under particular Permits and Approvals,
(excluding Developer's ltnprovemet~ts in Zone 2.1), the Developer shall submit same to Owner
for acceptance, together vvi~;
(i) A Certificate of Occupancy (CO) or Certificate of Completion
(CC), as applicable, for the Work duly issued by the Governrnental Authority having
jurisdiction thereof;
(ii) T'he Architect's certification that the Work been completed in
accordance with the final approved plans and specifications;
(iii) A Final Requisition, and the Owner will promptly make an
inspection of the Work and, if the Work is completed as required pursuant to the Contract
Documents, the Architect will issue a Certificate of Final Completion (the "Certificate of
Final Completion"), which shall be countersigned by the Owner, stating that on the basis
of observations and inspections the Work has been completed in accordance with the
terms and conditions of the Contract Documents;
15
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12-OS-06
(iv) Copies of all Project agreements, Permits, and Licenses, and all
insurance policies or certificates required herein;
(v) All manufacturer's and subcontractor's warranties duly assigned
to the Owner, and all maintenance and operating instructions for all systems in the
particular Zone.
14. Possession. Entry into possession of each Zone by Owner (excluding Developer's
Improvements in Zone 2.1), as evidenced by the use thereof by Owner (the date such use first
occurs being the "Zone Possession Date"), will constitute acknowledgment by Owner that said
Zone is in the condition in which Developer was required to deliver aid Zone under the terms of
this First Addendum and that Developer has performed all of its obligations relating to
construction thereof. Upon each Zone Possession Date, Developer will transfer and assign to
Owner all warranties in its possession from any contractor, subcontractor or supplier. Owner
agrees that in the event of discovering any defects in construction from the plans and
specifications, including latent defects, Owner will look only to the warranties assigned and
transferred to it from Developer. Developer shall have no liability for any defects; and Owner
acknowledges and agrees that it will look solely to the contractors; .subcontractors and suppliers
for relief in connection with any claim arising from any defects. Owner shall be solely
responsible for all costs, fees and expenses incurred by'Developer in connection with this
Section.
15. Chanee Orders: Owner Consent. Developer shall submit any proposed change in
the plans and specifications to Owner at least TBD
( ~ U Calendar days prior to the
commencement of constreetion relating to a~sue#~'proposed change,
'` "" ~°"' `" "~==~=gin. Requests for any change ~h'~~- -~;~ shall be
accompanied by working drawings and a written description of the proposed change, submitted
on a change order form acceptable to Owner, signed'by Developer and, if required by Owner,
also by the Architectural Consultant and. the General Contractor. At its option, Owner may
require Developer to provide evidence satisfactory to Owner of the cost and time necessary to
complete the proposed change.
.. - ----- ------_-.,~ .,_ .,Y.,.a~.s
_«we •L•
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ae) The Final Park Project Budget will include a construction contingency
reserve. This contingency amount will not be disclosed to third parties. As site issues and/or
Unavoidable Delays arise, the Developer will evaluate the validity and fairness of such issues,
and submit the valid owner claims to Owner for approval. Examples of valid change
orders~xs include coordination issues with the construction documents or the discovery
of unforeseen conditions underground that the General Contractor could not reasonably have
discovered or known about. The costs of valid owner claims shall be funded from the
construction contingency reserve. Notwithstanding the preceding sentence, any claims which
exceed the construction contingency reserve shall be subject to the. prior written consent of
Owner.
bd) If the Owner requires scope changes to be made to the Pazk Project after the
Guazanteed Maximum Price has been established, all costs. pertaining. to or associated with
making such changes shall be in addition to the scheduled amounts contained in the Final Pazk
Project Budget and shall be paid by Owner in addition to the budgeted amounts, including the
construction contingency reserve. The construction. contingency reserve will '-not be used for
Owner-requested scope changes after the Guaranteed i4taximum Price has been established.
c) Afl-Change Orders submitted to Owner in accordance with this Section 15
shall be reviewed and approved by Owner in a timely and reasortable manner.
d) Developer shall at all times-tnalntain, for inspection by Owner, a full set of
working drawings of the Improvements.
16. Casualty Damage/Destnxction of Park ProjectlPark Proiect Zone.
17
timing=plans, procedures, contractors, subcontractors, disbursement mechanisms and other
matters with respect to the repair/restoration, then, in that event, Developer shall be entitled to
effect the repair/restoration with its own funds: provided that Developer must complete any and
all repairs and/or restoration no later than [TBDI months from the date of Owner's
approval of Developer's funding capability (as provided in subsection (c) above).
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12-OS-06
176. Miscellaneous.
(a) Compliance with Comprehensive Plan. The Owner has adopted and
implemented the Comprehensive Plan. The Owner hereby finds and declares that the provisions
of this First Addendum and the Development Agreement dealing with the Land and the Park
Project Zone and the approval of any Pazk Project Design shall be consistent with the Owner's
adopted Comprehensive Plan and Land Development Regulations, subject to all applicable
Requirements, Permits and Approvals.
(b) Counterparts. To facilitate execution, the Parties hereto agree that this
First Addendum may be executed in counterparts as may be ;required and it shall not be
necessary that the signature of, or on behalf of, each Party, or;ihat the signatures of all persons
required to bind any Party, appeaz on each counterpart; it sha1I be sufficient that the signature of,
or on behalf of, each Party, or that the signatures of the persons required to bind any Party,
appear on one or more of such counterparts. All counterparts shall collectively constitute a
single First Addendum.
(c) References. All references in he Development Agreement to the
"Agreement" shall hereafter mean and refer to the Development Agreement as amended by this
First Addendum. If there is a contradiction between the terms of the Development Agreement
and this First Addendum, then the terms: of this First Addendum shall control. Facsimile
signatures appearing hereon shall be deemed an original.
(d) Effect of First Addendum. Except as modified herein, the Development
Agreement remains in full force and effect. In the event of any conflict or ambiguity between
the Development Agreement and this First Addendum, this First Addendum shall control.
X18 Exhibits. The following exhibits aze?attached to this First Addendum and made a
part hereof.
[Signatures commence on following page]
F:~attoWGUR1AGREEMN'IW WS (First Addendum to Dev Agreement -Redline - Version J - 12-OS-06).doc
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EXECUTION BY OWNER
IN WITNESS WHEREOF, Owner and Developer intending to be legally bound have
executed this First Addendum to Development Agreement as of the day and year first above
written.
WITNESSES: CITY OF MIAMI BEACH, FLORIDA, a
municipal corporation of`the State of Florida
Print Name: By:
Print Name:
ATTEST:
By~ [SEAL]
STATE OF FLORIDA )
)ss:,
COUNTY OF MIAMI-DADS )
The foregoing instrument was acknowledged before me this day of
by as Mayor; and as City Clerk of
the CITY,OF MIAMI BEACH, FLORIDA, a municipal corporation of the State of Florida, on
behalf of such municipal corporation. They are personally known to me or produced valid
Florida driver's'lcenses as identification
My commission expires:
Notary Public, State of Florida
Print Name:
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12-OS-06
EXECUTION BY DEVELOPER
WITNESSES: THE NEW WORLD SYMPHONY, anot-for-
profit Florida corporation
Print Name: gy.
Howard Herring, President and CEO
Print Name: ATTEST:
Secretary
[CORPORATE SEAL]
STATE OF FLORIDA )
)ss:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this _ day of ,
by Howard Herring, as PresideizY and CEO, and , as Secretary,
of THE NEW WORLD SYMPHONY, anot-for-pofit Florida corporation, on behalf of such
corporation. They aze personally known to me orproduced valid Florida driver's licenses as
identification.
My commission expires:
Notary Public, State of Florida
Print Name:
20
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12-OS-06
List of Exhibits
Exhibit "A" Legal Description of Land
r..,.:,.:. «n„ r " ", n"",..:„,;,.„ "oD~_,, n__: __. ~__ _ (RJA Note• Do we need? Not
a
referenced in Addenduml
Exhibit "GB" Article 1 -Definitions from Original Development Agreement
Exhibit "C" Legal Descrintion of Gazage Property
Exhibit "D" Procedure for Obtainin Park Project Ap oval
Exhibit "I3E" Sketch of Improvement Zones
ESE" ""''„""" `~""""" ~ '' fRJA Note: Do }ve need? Not referenced in
Addenduml
r'~,7. a.a <cDev D..el:„.:„..«.. D..«,, D,.,,:,. _~ D:.]:__.
IRJA Note: Do we need? Not referenced in
Addenduml
Exhibit "F" Definition of Vanilla Shell Retail S ace
Exhibit "G" Costs, Fees and Expenses Incurred'Through , 2006, in
connectiort with the Park Project
E3~Ititait «D,>
li*ltibit" "
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21
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12-OS-06
Exhibit "F"
Definition of Vanilla Shell Retail Space
Vanilla Shell Retail Space" shall mean a construction space prepared by the Developer for the
Owner which shall include (i) concrete slab floor broom swept, (ii) weathertight space including
all storefront, glass windows, insulated exterior walls and concrete ceiling slab, (iii) no demising
walls between retail spaces or interior partitions shall be installed, (iv) one exterior door per
retail space, (v) central electrical room with one retail electrical service (vi) one 3" empty
electrical conduit from the demising line of each retail space to the ,central electrical room,
(vii) one 2" empty electrical conduit from the deminsingaine of each retail-space to the central
fire alarm room, (viii) fire protection main line installed above the typical ceiling elevation of
each retail space and capped, (ix) a 2" diameter domestic water line with shut off valve installed.
above the typical ceiling elevation of each retail space; (x) a 4" capped sanitary sewer stub out in
one location to each retail space capped, (xii) a dedicated location'on the roof of the Gazage for
retail tenants' HVAC condenser units and a obstruction free path from this dedicated location to
each retail space for tenants' installatiorrof HVAC piping for this equipment, (xii) no gas service
shall be brought to any retail space, (xiii) no grease trap shall be provided for any retail space,
(xiv) normal fresh air and exhaust air grilles shall be:designed for each retail space with blank off
plates, (xv) no lazge kitchen exhaust duct or path shall he provided from any retail space to the
exterior of the garage.
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12-OS-06
Attachment 1
Resolution of Disputes:
To prevent all disputes and litigation, it is agreed by the parties hereto that
CONSULTANT shall decide all questions, claims, difficulties and disputes of whatever nature
which may arise relative to the technical interpretation of the Contract Documents and
fulfillment of this Contract as to the character, quality, amount and value of any work done and
materials furnished, or proposed to be done or finnished under or, by reason of, the Contract
Documents and CONSULTANT'S estimates and decisions upon all claims, questions, difficulties
and disputes shall be fmal and binding to the extent provided in Section 12.2. Any claim,
question, difficulty or dispute which cannot be resolved by mutual agreement of CITY and
CONTRACTOR shall be submitted to CONSULTANT in writing within twenty-one (21)
calendaz days. Unless a different period of time is set forth.hcrein, CONSULTANT shall notify
CITY and CONTRACTOR in writing of CONSULTANT's decision within twenty-one (21)
calendaz days from the date of the submission:af the claim, question, difficulty or dispute, unless
CONSULTANT requires additional time tc~ gather information or allow the parties to provide
additional information. All nontechnical administrative disputes shall be determined by the
Contract Administrator pursuant to the time periods pmvided herein. During the pendency of
any dispute and after a determination thereof, CQAITRACTOR, CONSULTANT and CITY shall
act in good faith to mitigate any':potential damages including utilization of construction schedule
changes and alternate means of construction.
In the event the deternsunation of a dispute under this Article is unacceptable to either
party hereto, he party;objecting tothe determination must notify the other party in writing within
ten (10) days of receipt of the written determination. The notice must state the basis of the
objection and must be aceontpanied by a statement that any Contract Price adjustment claimed is
the entire adjustment to whiGlt,the objecting pazry has reason to believe it is entitled to as a result
of the deterttmiation. Withht sixty (60) days after Final Completion of the Work, the parties
shall participate in mediation to address all objections to any determinations hereunder and to
attempt to prevent litigation. The mediator shall be mutually agreed upon by the parties. Should
any objection not be rssolued in mediation, the parties retain all their legal rights and remedies
provided under State law. A party objecting to a determination specifically waives all of its
rights provided hereunder, including its rights and remedies under State law, if said party fails to
comply in strict accordance with the requirements of this Article.
23
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Cify of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, www.miamibeachfl.gov
COMMISSION MEMORANDUM
TO: Mayor David Dermer and Members f the Ci Co mission
FROM: Jorge M. Gonzalez, City Manag ~,>,r
DATE: December 6, 2006
SUBJECT: Supplemental Material for R7G "First Addendum to the Development Agreement
Between the City of Miami Beach and New World Symphony
Attached to this memorandum on the above noted topic is a draft of the proposed First
Addendum to the Development Agreement between the City and the New World Symphony
("NWS") executed on January 4, 2004 and a Resolution that would effect approval of the
Addendum upon First Reading. The purpose of the proposed Addendum is to provide for
the design, development, and construction of a City park located on the existing surface
parking lot to the east of Drexel Avenue, as well as modifying the timing of and amount of
reimbursements for expenses incurred with the design of the garage.
The City staff and the New World Symphony are in substantive agreement of the contents of
the Addendum with the exception of the following issue.
At the City Commission Meeting of December 8, 2004, the City Commission declined to
proceed with a similar Addendum to the Development Agreement forthe Park. At such time,
the Mayor and City Commission discussed the proposed First Addendum and expressed
concern with proceeding with the Park Project, and the City's corresponding commitment of
expenditure of funds for design services, without ensuring NWS' commitment to proceed
with its Soundspace project. The City Manager was requested to negotiate a provision in
the Addendum that would require NWS to reimburse the City its design fees for the Parkin
the event that Soundspace did not proceed.
Section 3(d) of the attached draftAddendum addresses this issue and contains the following
language:
"In the event of termination of this Development Agreement and Ground Lease
pursuant to this Section 2.11, Developer shall reimburse Owner for its share of (i)
costs for the Garage portion of the Project incurred through the termination date
(the "Garage Design Costs") and (ii) the Park Project Design Costs, as defined in
Sections 10(d) and (e)."
As noted above, as part of this proposed Addendum, NWS has requested that the City
include a provision that does two things: 1) Advance funding for the design costs for the
garage to pay these costs as they are incurred. Currently, the City has agreed to reimburse
the design costs as a lump sum payment in the second month of construction of the garage,
thereby mitigating any potential loss of City soft cost funds if the project did not proceed; and
2) Increase the level of funding for the garage from the estimated current contribution of
approximately $8.9 million ($13,775 per space) to the projected full cost of $15,210,135.
Due to the proposed advance of City funds for the garage design costs, the garage was
added to the section requiring reimbursement.
Agenda Item i44G-
Date is-6-v~
Commission Memorandum -Supplemental Material for item R7G
December 6, 2006
Page 2 of 2
NWS has not agreed to this provision and this issue remains outstanding between the
parties.
NWS, as noted in the Commission Memorandum for this item, has proposed to qualify this
guaranty for reimbursement by exempting any obligation to reimburse the City under the
following circumstances: 1) if regulatory requirements make the Project infeasible; 2) if City
Commission imposed requirements make the Project infeasible; and/or 3) if the City does
not commit to a $15 million grant-in-aid.
This issue should be clarified and agreed to between the parties before the Addendum
proceeds to Second Reading.
With respect to the Park Project, the proposed Addendum does provide NWS a 10 day
window following City Commission approval of the Park Concept Plan in which to terminate
the Park Project in the event that the City, or other governmental authority, imposes
requirements on the NWS as part of the Park Project that are unfeasible, disadvantageous,
or would impose an undue burden to them. In this limited event, the NWS would not
reimburse the City its design fees. The intent of this provision is to provide NWS the ability
to terminate the Park Project if undue and/or unreasonable requirements are placed upon
them. Staff believes this to be a reasonable request of NWS.
All other provisions in the draft Addendum are as stated in the Commission Memorandum
for this item and these two memorandums should be read together.
JMG/TH
COMMISSION ITEM SUMMARY
A resolution following a duly noticed public hearing approving on first reatling a First Addendum to the Development
Agreement between the City and the New World Symphony (NWS), increasing the amount of the City's funding for the
design, development and construction of the parking garage at a total cost not to exceed $15,210,135; requiring the NWS
to proceed with the design and development of certain additional improvements to be funded by the City, generally located
within two (2) geographical areas or "zones" defined herein as Zone 1 -the "Parking Garage Zone," and Zone 2 -the
"Symphony Campus Zone," at a total cost not to exceed $6,400,000; requiring the NWS to proceed with the design of the
Park Project (Zone 3 -the "Park Project Zone"), at a total cost not to exceed $13,810,000; and, further setting a second
public hearing required pursuant to Section 82-36 through 82-40 of the code of the City of Miami Beach, on January 17,
Intended Outcome
I Increase community rating of cultural activities and ensure well maintained facilities. I
Issue:
Shall the City Commission set the Public Hearing to consider the proposed First Addendum to the Development
A reement between the Cit of Miami Beach and the NWS for the Park Project?
t><em
revised First Addendum to the Development Agreement between the City and NWS aswell as aGrant-in-Aid request for
$15 Million for the Symphony Campus component. The Committee expressed concern with approving a higher budget for
the Parking Garage than what was originally committed to in the Development Agreement , as well as concern with the
Grant-in-Aid request without the benefit of further review by the Commission and input from the public. The Committee
recommended proceeding with the Park and Additional Improvements as defined above, at a not to exceed cost
$13,810,000 for the Park and $6,400,000 for the Additional I mprovements and also to re-include the entry way landscaping
at TOPA, at an estimated cost of $1,150,000. The Committee further recommended that in addition to the NWS' guarantee
for repayment of soft costs to the City (in the event the Symphony Campus fails to proceed), that NWS also provide a
Right-of-Assignment provision, which would allow the City to assume the contracts for Architect and General Contractor, in
order to complete the Park and Parking Garage. So as not to delay the Garage design from proceeding, the Committee
recommended approving soft cost expenditures based on what was approved as part of the original Development
Agreement ($12,250 per parking space for all hard costs and 12.5°/a of the hard cost per space for soft costs). In order to
address the Grant-in-Aid request as well as the additional amount being requested for the Parking Garage, the Committee
recommended holding a special Commission Workshop in January, 2007, at which time additional street and landscape
Adviso Board Recommendation:
Finance & Cit ide Pro'ects Committee, Nov 30, 2006: Recommendation to Cit Commission for A royal
Financial Information:
Source of Amount Account Approved
Funds: ~ $15,210,135
City Center y $21,360,000
TIF 3
OBPI Total $36,570,135
Financial Impact Summary: Funding approved as part of Citywide Capital Plan adopted on Sept 21, 2006
Si n-Offs:
Red ment Coordinator Ass' to t City Manager City Manager
~ MIAN11 BEACH / UGEND~EM ~ /
~ DATE ~a~-o~
m MIAMIBEACH
City of Miami Beaeh, 1700 Convention Center Drive, Miami Beach, Florida 33139, www.miamibeachfl.gov
COMMISSION MEMORANDUM
TO: Mayor David Dermer and Members of the City Co fission
FROM: Jorge M. Gonzalez, City Manager .i
FIItST READING
DATE: December 6, 2006
SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, .FLORIDA, APPROVING ON FIRST READING, IN
ACCORDANCE WITH THE REQUIREMENTS OF SECTIONS 163.3220 -
183.3243, FLORIDA STATUTES, ALSO REFERRED TO AS THE "FLORIDA
LOCAL GOVERNMENT DEVELOPMENT ACT", A FIRST ADDENDUM
("ADDENDUM") TO THE DEVELOPMENT AGREEMENT BETWEEN THE
CITY OF MIAMI BEACH ("CITY") AND THE NEW WORLD SYMPHONY
("NWS"), DATED JANUARY 5, 2004, WHICH. AGREEMENT PROVIDED
FOR DEVELOPMENT OF THAT CERTAIN PROJECT REFERRED TO AS
THE "NEW WORLD SYMPHONY CAMPUS EXPANSION", WHICH
PROJECT PROVIDES FOR THE DESIGN, DEVELOPMENT AND
CONSTRUCTION OF A NOT TO EXCEED 50,000 SQUARE FOOT
EDUCATIONAL PERFORMANCE AND INTERNET BROADCAST FACILITY
AND AN EXTERIOR SCREEN (FORMERLY KNOWN AS "SOUNDSPACE"),
A PUBLIC PARKING GARAGE CONTAINING BOTH PARKING AND
GROUND FLOOR RETAIL SPACE, AND CERTAIN OTHER PUBLIC
STREETSCAPE IMPROVEMENTS, INCLUDING A PARK, AS SAME SHALL
BE AGREED UPON BETWEEN THE CITY OF MIAMI BEACH AND NWS;
FURTHER PROVIDING THAT THE PROPOSED FIRST ADDENDUM
INCREASES THE CITY'S REQUIRED FUNDING CONTRIBUTION TOWARD
THE DESIGN, DEVELOPMENT AND CONSTRUCTION OF THE PUBLIC
PARKING GARAGE TO A TOTAL AMOUNT NOT TO EXCEED $15,210,135;
AND AUTHORIZES NWS TO PROCEED WITH THE FOLLOWING PUBLIC
IMPROVEMENTS, TO BE DESIGNED, DEVELOPED, AND CONSTRUCTED
BY NWS: THE PARK ADJACENT TO THE PROPOSED NEW WORLD
SYMPHONY CAMPUS EXPANSION (THE PARK PROJECT), AT A TOTAL
COST NOT TO EXCEED $13,810,000; AND CERTAIN OTHER ADDITIONAL
PUBLIC STREETSCAPE IMPROVEMENTS (THE ADDITIONAL
IMPROVEMENTS), AT A TOTAL COST NOT TO EXCEED $6,400,000.
ANALYSIS
PROPOSED FIRST ADDENDUM
On September 8, 2004, pursuant to the Development Agreement between the New
World Symphony (NWS and/or Developer) and the City, dated January 5, 2004, the
Mayor and City Commission adopted Resolution No. 2004-25681, approving Concept
Plan #4 presented by the NWS; referring the issue of the Park design to the Finance and
Citywide Projects Committee; recommending to maximize the number of parking spaces
City Commission Memorandum
December 6, 2006
New World Symphony -Proposed First Addendum to Development Agreement
Page 2 of 11
in the proposed public parking garage adjacent to the NWS Project; and requesting the
Design Review Board to conduct a preliminary design review of the Project (including
the Garage) and send it back to City Commission for review and approval.
Concept Plan #4 provides for Soundspace and related support structures, including the
Garage, to be situated on the City surface parking lot west of a realigned Drexel Avenue
and for a public Park and function space area to occupy the lot to the east. The main
entrance lobby and drop-off area for Soundspace would be on the west side of the
realigned Drexel Avenue, with support and classroom space occupying the south side of
the west lot. The Garage would be located on the western-most portion of the west lot,
with entrance and egress locations to be determined. The Plan also calls for a realigned
Drexel Avenue to meander eastward into the Park between Lincoln Lane and 17th
Street, which provides a unique opportunity to integrate Drexel Avenue into the design of
the Project site, creating a true public plaza feel and providing the ability to close the
street during certain park-related events. As part of Concept Plan #4, an integrated
Park component was incorporated in the Project site.
Pursuant to the direction of the City Commission on September 8, 2004, and consistent
with the Planning Board's August 24, 2004 recommendation that the entire two (2)
blocks, including the proposed Park, be designed as an integrated site, Gehry Partners
LLP (Architect and/or Gehry Partners) was asked to submit a proposal and cost estimate
to undertake design services for the proposed Park. A proposal was submitted for
review by the Finance and Citywide Projects Committee at its meeting on October 26,
2004. The Committee recommended amending the Development Agreement between
the City and NWS to expand the NWS' scope of responsibilities to include the design,
development and construction of the Park; and Drexel Avenue between North Lincoln
Lane and 17t" Street and improvements adjacent to the new Garage, at the City's cost
and expense, not to exceed $10,000,000; an area comprising the Theater of the
Performing Arts entry landscaping at the City's cost and expense, not to exceed
$1,150,000; and an area comprising North Lincoln Lane improvements, at the City's cost
and expense, not to exceed $500,000.
The City Manager emphasized the fact that even though Gehry Partners was engaged
by NWS, the City would retain discretion over the design of the Park Project.
Furthermore, NWS committed to using a Basis of Design (BODR) process, to include
community design workshops in developing the plans for the Park, and requiring City
Commission approval of the final Park Project design.
On December 8, 2004, the Mayor and Commission held a duly noticed public hearing to
consider, on first reading, a First Addendum to the Development Agreement relative to
the City and NWS' respective responsibilities regarding the design and construction of
the Park Project. At such time, the Mayor and City Commission discussed the proposed
First Addendum and expressed concerns with proceeding with the Park Project, and the
City's corresponding commitment of expenditure of funds for design services, without
ensuring NWS commitment to proceed with its Soundspace project.
City Commission Memorandum
December 6, 2006
New World Symphony -Proposed First Addendum to Development Agreement
Page 3 of 11
The item was officially opened and continued. The sentiment of the Cify
Commission was that language should be provided in the Addendum that would
protect and make the City whole in the event that NWS chose not to proceed with
the Soundspace Project. (A copy of the After Action from the December 8"'
Commission meeting is attached as Exhibit 1).
On January 26, 2005, a meeting was held in which NWS informed the City that it was
not prepared to formally announce the status of its capital campaign, pending the
formalization of its funding commitments. Following the City's request for assurances
that Soundspace would proceed, the parties discussed the importance of developing the
Project as one integrated site and, as such, the importance of continuing the planning
process without delay. The City further requested that the Gehry Partners provide anot-
to-exceed cost estimate to prepare schematics of the Park, culminating in a Basis of
Design Report (BODR). NWS clarified its position that, to the extent the Soundspace
Project failed to proceed, the City's only commitment, at risk, would be limited to the
funding of the costs to prepare and present the BODR, which at that time was estimated
to be approximately $400,000.
A follow-up meeting was held with NWS on March 15, 2005, during which NWS
announced the engagement of Hines Interests Limited Partnership (Hines) as its Project
Manager. NWS also advised that it was still not ready to make any formal fund-raising
announcements or proceed with an amendment to the Development Agreement. The
First Addendum was subsequently put on hold until such time that NWS was prepared to
proceed, and the Architect's scope could be defined relative to the Park and surrounding
infrastructure improvements.
In a further development, the principals of 420 Lincoln Road Associates, Inc., offered to
incorporate NWS' required parking, totaling 175 spaces into its project located at 1601
Drexel Avenue and 1600 Washington Avenue at no cost to NWS or the City.
Accordingly, the Mayor and City Commission adopted a resolution on December 7,
2005, authorizing the execution of a Covenant in Lieu of Unity of Title between the NWS,
420 Lincoln Road Associates, and the City, thereby satisfying NWS' parking
requirements under the City's Land Development Regulations and allowing for off-site
parking by NWS.
On January 9, 2006, in accordance with the timeline specified in the Development
Agreement, NWS submitted preliminary plans and specifications for the Soundspace
and Garage portions of the Project for review and comment by the Administration.
Since the plans did not deviate from the Concept Plan that was approved by the City
Commission on September 8, 2004, the City Manager authorized NWS to proceed with
design development, subject to comments and concerns submitted by Planning and
Zoning and other departments which reviewed the plans.
PROPOSED FIRST ADDENDUM
Since that time, NWS and the City have been working together to define the processes
and refine the scope for implementing NWS' plans, as well as the City's overall vision for
developing the Park and the areas surrounding the entire development site. This
process has involved "redefining" the zones that were initially presented at the October
26, 2004 Finance Committee meeting, to better address the phasing and inter-relation of
City Commission Memorandum
December 6, 2006
New World Symphony -Proposed First Addendum to Development Agreement
Page 4 of 11
the various components, (i.e., the Garage, Soundspace, the Park, Lincoln Lane and
Pennsylvania Avenue; defining the City's and NWS' respective scope and
responsibilities relative to surrounding infrastructure and streetscepe improvements; re-
valuing the "build-to" cost estimates for the Garage, the Park Project and related
infrastructure components; determining the not-to-exceed cost estimate to develop
schematics and the BODR for the Park Project; and establishing terms and conditions
relative to the development of the Park Project). In order to memorialize the results of
these discussions, the City and NWS are finalizing a revised First Addendum, which
generally provides for the following proposed amendments to the Development
Agreement:
Zone Designations
As indicated previously, during the initial discussion at the Finance and Citywide Projects
Committee on October 26, 2004, the zone designations were used to define certain add
alternate components involving the Park and surrounding street and landscaping
improvements, including the entry way to TOPA, which on account of a separate
proposal process for permanent use of TOPA, was removed from the scope of this
Project. However, in consideration of Cirque Du Soleil's recent withdrawal of its
proposal for TOPA, the Finance and Citywide Projects Committee, at its meeting on
November 30, 2006, concurred that the entry way landscaping be added back into the
scope for the Park.
The new proposed Zones correlate the three primary Project components (Parking
Garage, Soundspace -now referred to as Symphony Campus and the Park), with their
respective contiguous street and/or landscape improvements that would need to be
permitted and phased concurrently. The two additional Zones, identified as Zone 4 -
Lincoln Lane, and Zone 5 -Pennsylvania Avenue, are currently planned to be
undertaken by the City as part of the City Center Right-of-Way Improvement Project, and
are not within NWS' scope of work. The three (3) Zones within NWS' proposed scope of
work and their respective sub-zones are summarized as follows and are illustrated in the
attached Zone diagram, included as Exhibit 2 to this memorandum:
Proaosed Zones
Zone 1 Parking Garas~e Zone
Zone 1.1 Parking Garage
Zone 1.2* Garage landscaping along Lincoln Lane and Pennsylvania
Ave
Zone 1.3* 17'" Street and Lincoln Lane streetscepe and landscaping
improvements contiguous with Zone 1.1
City Commission Memorandum
December 6, 2006
New World Symphony -Proposed First Addendum to Development Agreement
Page 5 of 11
Zone 2
Svmahonv Campus Zone
Zone 2.1 Symphony Campus (also referred to as the Developer's
Improvements)
Zone 2.2* Drexel Ave Realignment
Zone 2.3* 17th Street and Lincoln Lane streetscape and landscaping
improvements contiguous with Zone 2.1
Zone 3 Park Project Zone
Zone 3.1 City Center Park
Zone 3.2 Washington Ave Streetscape Improvements
Zone 3.3 17th Street and Lincoln Lane streetscape and landscaping
improvements contiguous with Zone 3.1
*Zones 1.2, 1.3, 2.2, and 2.3 are defined as "Additional Improvements," and no
part of Zone 3 is included in this definition.
Funding Considerations
One of the main objectives of the proposed First Addendum is to clearly define NWS'
scope of responsibilities relative to sumounding/abutting infrastructure and streetscape
improvements that will implement the City's overall vision for developing the Park Project
and the surrounding area, and that need to be addressed as part of the regulatory
review and permitting process pursuant to the existing Development Agreement. These
improvements, defined as "Additional Improvements" in the proposed Addendum (and
identified in the above Zone designations), are to be designed by the Architect,
developed and constructed by the NWS, and funded by the City. Funding for these
Additional Improvements and commencement on the design, development and
construction of the Garage (Zone 1) and the Paris Project improvements (Zone 3) shall
be conditioned upon the City Commission's approval of the proposed First Addendum.
The City's anticipated share of costs associated with the respective Zone improvements
is as follows:
Zone 1.1 -Parking Garage
Pursuant to the existing Development Agreement, the City was to fund an amount not to
exceed $12,250 per parking space for all hard costs ($3.9 Million based on 320 spaces)
and 12.5% of the hard cost per space for soft costs. While there is also a provision for a
CPI adjustment (not to exceed 5%) at the time the Building Permit is issued, it should be
noted that these numbers were based on comparable garage facilities that were built
pre-2004, and also based on the assumption that the proposed Garage was expected to
contain 320 parking spaces. Pursuant to the City Commission's mandate at the time the
Project Concept was approved, the Garage has since been planned to maximize the
number of parking spaces to approximately 640; however, because the City is requiring
that the Garage also contain certain space on the ground floor for retail uses, to be
leased and operated by City, the number of parking spaces will be adjusted downward to
accommodate the retail space that is required to be constructed. The anticipated
doubling in size of the Garege's scope will result in a significant increase in the cost.
Based on the escalating cost of construction and materials and assuming a ground-
City Commission Memorandum
December 6, 2006
New World Symphony -Proposed First Addendum to Development Agreement
Page 6 of 11
breaking in FY 2008/09, the City Administration would recommend budgeting and
funding a total $15,210,000 (approximately $23,618 per space) for the design,
development and construction of the Garage, (which amount is reflected in the Capital
Plan that was adopted by the City Commission on September 21, 2006).
It should also be noted that the Development Agreement currently provides for the City
to pay NWS the Garage Costs in sixteen (16) equal monthly installments, beginning on
the first day of the second month following commencement of construction on the
Garage. The basis for this provision is to afford protection to the City in the event
construction of the Garage does not occur. This position is also consistent with the
City's standard public/private development agreements wherein the City does not put
funds at risk until construction begins.
However, NWS has pointed out that the original payment schedule does not accurately
reflect the timing of required expenditures, and is requesting that in the event of approval
of the First Addendum, at that time, the City would reimburse the NWS, in a lump sum,
payment all of the costs, fees and expenses related to Zone 1 (that amount currently is
approximately $41,000 -detail attached in Exhibit 3A) incurred through and including
the execution date of the Addendum and that, going forward, beginning with the
execution date, NWS would be reimbursed monthly for hard and soft costs on a
percentage of completion basis.
In considering this request, and as noted above, the City traditionally does not put its
funds at risk until construction has commenced. This request would put these funds at
risk if for some reason NWS makes the decision not to proceed with the project. In
exchange for this preliminary outlay of funds, NWS is willing to make the City whole in
the event that the Symphony Campus Project does not proceed, by reimbursing the City
for its share of the costs incurred through commencement of construction of the Garage.
However, it should be noted that NWS does qualify its guarantee of reimbursement by
exempting its obligation to reimburse the City under the following circumstances: 1) 'rf
regulatory requirements make the Project infeasible; 2) if City Commission imposed
requirements make the Project infeasible; and/or 3) if the City does not commit to a $15
Million grant-in-aid. It should further be noted that these conditions pertaining to NWS'
guarantee still places the City's soft costs at risk if the Soundspace Project does not
proceed. Staff has also expressed considerable concern with regard to the first two
conditions.
Additional Improvements: Zones 1.2 -Garage Landscaping along Lincoln Lane
and Pennsylvania Avenue; Zone 1.3 -- 17th Street Streetscape contiguous with
Zone 1.1; Zone 2.2 -Drexel Avenue Realignment; and Zone 2.3 - 17th Street
Streetscape contiguous with Zone 2.1
Following the directive to create an integrated Project site, the City, as described below,
has budgeted $20,210,000 towards the Park Project ("Park Project Budget"), which as in
the case of the Garage, is also reflected in the Capital Plan that was adopted by the City
Commission on September 21, 2006. Included within the Park Project Budget is funding
for the Additional Improvements to be designed, developed and constructed concurrently
with the Symphony Campus and the Garage. The City estimates, and is budgeting an
amount not to exceed $6,400,000 for completion of the Additional Improvements; (this
cost is included in the not-to-exceed Park Project Budget of $20,210,000). In the event
City Commission Memorandum
December 6, 2006
New World Symphony -Proposed First Addendum to Development Agreement
Page 7 of 11
the actual cost of the Additional Improvements is less than the budgeted amount, the
excess of such funds shall be available to be used for the design, development and
construction of the Park itself (Zone 3).
Zone 3.1 -City Center Park
Pursuant to the Finance and Citywide Projects Committee's initial consideration of a
proposed addendum to the Development Agreement in October, 2004, a total of
$10,000,000 was recommended for the design, development and construction of the
Park. However, based on comparable park projects throughout the City and taking into
consideration the additional scope of work involving the abutting streetscape
improvements along Washington Avenue (Zone 3.2) and along 17"' Street, contiguous
with Zone 3.1 (Zone 3.3), the City, as part of its adopted Capital Plan, has established a
not-to-exceed Park Project Budget in the amount of $20,210,000 for the Park Project
(which amount includes the Additional Improvements in Zones 1 and 2 as noted above).
Using this build-to number as a basis, included within the Park Project Budget is a not-
to-exceed cost estimate to develop schematics and the BODR for the Park Project
(which includes all components within Zone 3) in the amount of $1,110,000. This
$1,110,000 includes approximately $29,600 to reimburse the NWS for costs, fees and
expenses that NWS has already incurred in connection with Zone 3, as detailed on
Exhibit 36 to this Memorandum.
As shall be memorialized in the proposed First Addendum, the process for review and
approval of the Park Project Design will generally provide for two (2) Community Design
Workshops, and for appropriate review and approval milestones (of the concept plan
and plans and specffications, respectively) for the City Manager and the City
Commission. Since the Park Project Budget assumes a Guaranteed Maximum Price
(GMP), the NWS, upon approval of the BODR by the City Commission, shall have the
opportunity to price labor and materials and establish a final GMP, within range of the
numbers presented in the BODR. If the final construction numbers exceed the range
established in the BODR, the City will have the following options to bring the Project
within budget: fund the higher amount; and/or, value engineer the Project; and/or, delete
scope to bring the Project within budget. In any event, the final construction number (as
established by the proposed First Addendum will serve as the hard funding cap for the
City.
With respect to the design costs for the Park itself, the NWS has also agreed that, in the
event it elects not to proceed with Symphony Campus Project, it will reimburse the City
for its share of costs associated with providing schematics and a BODR for the Park,
which is estimated at $1.1 million. However, as in the case of the Garage, NWS
qualifies this guarantee of reimbursement by exempting its obligation to reimburse the
City under the following circumstances: 1) if regulatory requirements make the Project
infeasible; 2) if City Commission imposed requirements make the Project infeasible;
and/or 3) if the City does not commit to a $15 Million grant-in-aid. As noted earlier, this
conditional guarantee still places the City's soft costs at risk if the Soundspace Project
does not proceed.
It should also be noted that Section 2.11 of the Development Agreement provides NWS
with the right to terminate the Development Agreement and the Ground Lease prior to
the Possession Date, in the event of any conditions that would render the Project
City Commission Memorandum
December 6, 2006
New World Symphony -Proposed First Addendum to Development Agreement
Page 8 of 11
economically unfeasible, including, but not limited to regulatory agency requested design
changes, concurrenty requirements and/or environmental remediation costs without
liability or further obligation. As noted above, in the event of such termination by NWS,
the proposed First Addendum revised this section of the Development Agreement to
provide for reimbursement to the City of all design costs incurred in connection with the
Park and the Garage. The First Addendum will also provide for a comparable right of
termination provision for the City, in connection with the Park only, that, if exercised,
would require the east surface lot to revert back to, or remain as an open-space parking
lot.
Funding Request Summary
Total Budgeted
Original Cost
Zone Description Bud et
Zone 1.1 Parking Garage $4,410,000 (320 spaces @ $15,210,135 (Est 644
$12,250/space + 12.5% soft spaces @ $23,618/space +
costs soft costs
Zones 1.2, 1.3, 2.2, 2.3 -
Additionallmprovements $500,000-(Lincoln $ 6,400,000
Lane Im
Zones 3.1, 3.3 -Park:
BODR $ 400,000 $ 1,110,000
Park Im rovements $9,600,000 $12,700,000
Total $16,060,000 $35,420,000
Proposed New item - TOPA
entrance landsca in $1,150,000 $0
Note: $210,000 of the Park Project Budget will be paid from the City Center
Neighborhood Bid Package 9B (landscape architect -Chen). Therefore, although the
funds listed above are included within the Park Project Budget, disbursement of such
funds will occur as the work for the Additional Improvements and the design of the Park
Project goes forward, concurrently with the work for the Symphony Campus and the
Garage. The balance of the budgeted funds listed in the above summary will be
disbursed only in the event and at the time the Park Project is developed and
constructed.
Also, as noted earlier, the NWS has already incurred certain expenses associated with
the planning and design of improvements for Zone 1, totaling approximately 41 000 and
for Zone 2, totaling approximately 29 600, for which it has requested that the City
reimburse NWS in a lump sum payment for such costs, incurred through and including
the execution date of the Addendum. These reimbursement requests are summarized in
Exhibit 3A and 3B respectively, attached herein.
Of the $29,600 related to the Park design fee reimbursement, $11,089 is for
reimbursables to Gehry Partners for travel, food, and lodging expenses. With respect to
reimbursables, the City routinely covers these expenses for its projects. However, it is
likely that future visits to Miami Beach by the Gehry team will be a combined effort for
both the Symphony Campus and Garage Projects and the Park Project. To this end the
NWS and the City are working on an apportionment formula to share these expenses
accordingly.
City Commission Memorandum
December 6, 2006
New World Symphony -Proposed First Addendum to Development Agreement
Page 9 of 11
GRANT-IN-AID
Initially, the NWS requested a $30 Million Grant-in-Aid for the Soundspace Project.
However, in subsequent discussions, the NWS has since revised its request to $15
Million. If the City Commission considers granting this request, Staff recommends that
the Grant-in-Aid tie phased in 15 equal annual installments of $1 Million each. The grant
should not be available until the Park and the Garage have completed construction. In
addition, it needs to be acknowledged that the final budgets for the Park and the Garage
are subject to significant change up until the construction is finished. Therefore, the
Commission should be aware that additional funds beyond what the amended budget
already provides for may be necessary for construction before the Project is completed.
NWS has indicated that this grant is critical to the Project proceeding at this time, and as
noted earlier, is unwilling to guarantee return of any City soft costs in the event the
Project fails, unless this grant is funded.
It should be noted that between actual expenditures to date (including land value,
studies and appraisals) and future commitments (direct and indirect capital
appropriations), the City already anticipates contributing more than $70 Million towards
and in support of the NWS Project, estimated as follows:
Est. Land Value -NWS footprint, including planned
service alley and green space (73,200 sgft @ $200/sgft) $ 14,640,000
Zyscovich Study, land appraisal and related analyses (incurred cost) 280,757
Est. 644-space Garage component (budgeted cost as amended) 15,210,135
Est. Park and Additional Improvements (budgeted cost as amended) 20,210,000
Multi-Purpose Municipal Parking Garage, excluding office space
(appropriated) 20.573.000
Total Est. City Contributions: $ 70,913,892
The City is seeking guidance as to whether or not funding for this grant should be
pursued. If so, are there additional public benefits that should be appropriately provided
by the NWS for their prospective use of public funds, in addition to those enumerated in
Exhibit C to the Lease Agreement (attached hereto as Exhibit 4). Examples of public
benefits may include park programming, booking rights at the Lincoln Theater, use of
NWS' facilities, performances, etc.
FINANCE AND CITYWIDE PROJECTS COMMITTEE RECOMMENDATION
On November 30, 2006, Staff presented the proposed terms of the First Addendum, as
well as the issue of the Grant-in-Aid, to the Finance and Citywide Projects Committee for
its input and guidance. The Committee expressed concern with a number of issues,
including whether or not there was a contingency provision to address NWS' parking
requirement, in the event the 420 Lincoln Road Project failed to proceed. Since the
Covenant-in-Lieu-of-Unity-of-Title does not address this condition, in the event that the
420 Lincoln Road Project were not to proceed, the NWS would still have to comply with
its parking requirement under the Zoning Code (175 spaces) and it is anticipated that 1)
NWS would either request an Ordinance change that would then allow a request for a
Waiver of Development Regulations from the City, or 2) NWS would be required to
purchase 175 spaces in the Garage.
City Commission Memorandum
December 6, 2006
New World Symphony -Proposed First Addendum to Development Agreement
Page 10 of 11
The Committee also expressed concem with approving a higher budget for the Garage
than the City's maximum per-space cost that was originally committed to in the
Development Agreement, ($12,250 per space for hard costs and 12.5% of the hard cost
per space for soft costs), which also includes a provision for a CPI adjustment to
address cost escalations at the time the building permit is issued. An additional concern
was with approving the $15 Million Grant-in-Aid request, without the benefit of further
review by the City Commission and input from the public.
With respect to the Garage, the Committee recommended that, pending further
evaluation of the additional cost requested, NWS should abide by the numbers in the
Development Agreement as noted above and proceed with the design of the Garage
accordingly. Based on this scenario, and assuming a building permit is issued in late
2007, hard costs would be approximately $8.9 Million (644 spaces at $13,775 per space)
and soft costs at approximately $1.1 Million. It should be noted however, that the
proposed Addendum is premised on the $15,210,135 that was adopted as part of the
City's Capital Plan, and, assuming that NWS proceeds with the design of the Garage
under the current (un-amended) costs provided for in the Development Agreement, this
may be problematic as the initial concept plan designs and assumptions have been
premised upon the anticipated increase in the City's Contribution.
The Committee accepted the City Manager's recommendation to re-visit the increased
Garage costs at a later date, but to allow NWS to proceed with the Park at a total not to
exceed cost of $13,810,000, and the Additional Improvements at a total not to exceed
cost of $6,400,000. The Committee also determined to add TOPA's entry way
landscaping back into the scope for the Park, at an estimated additional cost of
$1,150,000. While NWS would proceed and design the Park and the Additional
Improvements, both components would be subject to the City's Basis of Design Report
(BODR) process, and subject to final City Commission approval of (i) the design, and (ii)
the final budgets.
The Committee also recommended that, as an option, or in lieu of NWS' conditional
guarantees to reimburse the City for its soft costs, in the event the Symphony Campus
fails to proceed, NWS' should negotiate a full Right-of-Assignment, which would allow
the City at its option, to assume the contracts for the Architect and General Contractor,
in the event NWS elects not to proceed with the Project and allow the City to proceed
with completion of the Park and Garage portions of the Project.
The City Manager recommended a Commission Workshop be scheduled for January,
2007 to further discuss the Project and move specifically the increased cost for the
Garage and the request for the Grant-in-Aid.
City Commission Memorandum
December 6, 2006
New World Symphony -Proposed First Addendum to Development Agreement
Page 11 of 11
CONCLUSION
Accordingly, the recommendation of the Finance and Citywide Projects Committee was
as follows:
1) With regard to the First Addendum to the Development Agreement:
A) Proceed with the portions of the Addendum addressing the Park, at a
total "design to" cost, in the amount of $13,810,000; the Additional
Improvements (including the addition of the TOPA entry way
landscaping), at a total "design to" cost of $7,550,000 (which includes the
$6,400,000 originally estimated for the Additional Improvements, plus the
a number to be established by second reading for the TOPA entry way
landscaping improvements); all for a total "design to" Park Project (Park
plus Additional Improvements) cost of $21,360,000;
B) Authorize NWS to proceed with design development of the Garage
portion of the Project, but based upon the City Garage costs currently
provided for in the Development Agreement, with the understanding that
the suggested increase in Garage costs to a total not to exceed cost of
$15,210,135, be considered at a later date, upon further review.
Concurrently with this recommendation however, the Committee
.recommended that the City Administration release certain funds from the
Garage costs now (rather than upon commencement of construction, as
provided for in the Development Agreement), in order to allow NWS
sufficient funding to proceed with design.
2) With regard to the Grant-in-Aid request (as well as for further discussion on the
Garage, as noted above), it was recommended that a special City Commission
workshop beheld in January, 2007, to address these issues in further detail.
It should be noted that since the proposed First Addendum is an amendment to the
Development Agreement, the item was advertised and noticed in advance of the
December 6th Commission Meeting, in accordance with Chapter 163 Florida Statutes.
Accordingly, the Addendum that was noticed, and by which is included for consideration
by the City Commission at this meeting, addresses the 1) Park; 2) the Additional
Improvements; and, 3) the Garage components. In the event that the City Commission
accepts the recommendations of the Finance and Citywide Projects Committee, as set
forth herein, then a revised First Addendum addressing only the Park and the Additional
Improvements (as well as the related issues raised by the Committee), will be presented
to the City Commission, on second reading.
JMG/TH/KB
Attachments
T:UGENDA\200fi\Dec08\Repula~NWS Amenbnant memo.tloc
City Commission Memorandum
December 6, 2006
New World Symphony -Proposed First Addendum to Development Agreement
Page 11 of 11
CONCLUSION
Accordingly, the recommendation of the Finance and Citywide Projects Committee was
as follows:
1) With regard to the First Addendum to the Development Agreement:
A) Proceed with the portions of the Addendum addressing the Park, at a
total "design to" cost, in the amount of $13,810,000; the Additional
Improvements (including the addition of the TOPA entry way
landscaping), at a total "design to" cost of $7,550,000 (which includes the
$6,400,000 originally estimated for the Additional Improvements, plus the
a number to be established by second reading for the TOPA entry way
landscaping improvements); all for a total "design to" Park Project (Park
plus Additional Improvements) cost of $21,360,000;
B) Authorize NWS to proceed with design development of the Garage
portion of the Project, but based upon the City Garage costs currently
provided for in the Development Agreement, with the understanding that
the suggested increase in Garage costs to a total not to exceed cost of
$15,210,135, be considered at a later date, upon further review.
Concurrently with this recommendation however, the Administration
recommended that the Commission Administration release certain funds
from the Garage costs now (rather than upon commencement of
construction, as provided. for in the Development Agreement), in order to
allow NWS sufficient funding to proceed with design.
2) With regard to the Grant-in-Aid request (as well as for further discussion on the
Garage, as noted above), it was recommended that a special City Commission
workshop be held in January, 2007, to address these issues in further detail.
It should be noted that since the proposed First Addendum is an amendment to the
Development Agreement, the item was advertised and noticed in advance of the
December 6th Commission Meeting, in accordance with Chapter 163 Florida Statutes.
Accordingly, the Addendum that was noticed, and by which is included for consideration
by the City Commission at this meeting, addresses the 1) Park; 2) the Additional
Improvements; and, 3) the Garage components. In the event that the City Commission
accepts the recommendations of the Finance and Citywide Projects Committee, as set
forth herein, then a revised First Addendum addressing only the Park and the Additional
Improvements (as well as the related issues raised by the Committee), will be presented
to the City Commission, on second reading.
JMG/TH/KB
Attachments
T:V~GENDA\2008\Dx08\Regulaf~N/JS Amentlm ent m emo.tloc
EXHIBIT 1
After Action of Commission Meeting of December 8, 2004
8:05:31 p.m.
Supplemental Materials (Resolution and Agreementj:
R7= A Resoution Follow ng A Duly hotoed Pt. atic -ieari~p i,pp•ovinp On F rst Res]ir~, t~ nca~tcance
W 4t The Reauiremeres C` °ections 1t'3.3?2ti- 153.3243, Florica Statutes, Also Re'etred To Ps The
"Fla da Local Govern mart C•evebpment .eareeme•et Aa.' .4 F rst P:dde•teum To The C,eveloome•d
Agreement Between -ne Ci:y Of Miami Beach Anc -•te `iew'vVald Symp•tmy, tamed Jan.tary 5,
XOS. For The 7evelopment CM .4 °ario•t Of The Su•face Parki•tg Lo:. 3cu•tced !3y 1 %t•t Siree: To
?he Norte, Ncrh Linnoln Lane To The Sa.1h, Wash •tg:ov Avarua To -~e E„stArR1 Fennsylvaroa
Aven.x To The 'JYest, For Ccns:ruction C' Ar haFraxintatt y ,7.7CC~ Sawrc =oat cdt.catioral,
Performance A•tc Internet Broacaast Fac firy Y:ith An Ezledo• Street t"Sat.ndspaoe'i, Fne Ar
Approximately 327-Space i+.~_j Pubic Farkirrd Garage =aci,ty: °_aid Addendum Speci9eal y
Artwndirp The Develoome•d Agrcentent, Ana R.rtho•iz ng The Deve oFer To Proceed LVith The
Design And Development a-ne Park Pro ed Contp•ontising Of: 2o•te ', Comprs•-tp -ne Park Ana
Drexel Averwe Bettteen Norlh Lkx:dn Lane A•td 1 it't Street. A: The tiff's CostAno'erpense. Not -o
Exceed 517,7CG,000; Zane 2. Conprisirq The Jadsie Gleasbn'heate: O` Tne Per'txm.ng Arts
(TOPAj Entry'_ardsraaingAt Tie Ciy's Cost Ara Esperse. Na To Exceed St,157,77C; And Zone 3.
Cornpr s ng Narth Lincoln Lane Improveme•ds..4t The City i Cost And Expense. Not -o Ezoeed
Sl:OO.OD7: Ago Further Setting The Second Public -iearinp Or• January 17,X75.5:00 o.m. Public
iEoonomc ~evelopmeMi
ACTION: Public Hearing opened and continued to January 12, 2005 at 5:00 p.rru and the issue
of what happens Jf the tlYVS &n Y able to get the money; is she Ciry in a position where it may
be forced to give money to the NWS to finicA their praJeM is reterred to the Finance and
CltywideProjectsCommittee. MoSext•naoebyCommissoner8ower seoordedbyCommssioner
Steinoerq: Yo~ce vote: 7-7. Lilia Cardiio to glace br 8'e Cbnr+ission Agenda. Pat-icia :^lalker b
place on the car+ret•.ee age•tda. Chrisina Cuervo to handle.
Mayor Gemte• stated :hat :he Ciry Comrtussa•Ys ccntnv:merd:o the Aew'JYond Symphony i N'.N~ j s
baxdbntnelandardtneoarki•tpreplaceme•k. ieaskedwhattaFpensf:heM'.S s•itabe:cgM
the mo•tey. The Ciy has alrcaey hired the arch tads. Is the Ciry it a positor w•tere the ~ ry nay bt
ford 7o give Honey to t•te N:'d5 :o Trish 3•tir projee?
Jorye Ganza ez, C ry t1 anager, stated t•ta :he Adrn nis:raton wil negotiate a da.tse hat w .l make it
dear that the City s Hat iab a fortne bas gr costs. Christina Cuervo to hands.
Motion made by Commessioner Bower to open and continue the item until January 12, 2005
and refer to the Finance and Ckywide Projects Committee; seconded by Commissioner
Steinbery; Voice voce: 7-0.
Jorge Gonzalez, C ty :tanager, statedlhat what he is going tc seek s a mechan sm in wt c•t t•te Ciry
is made vrhole. If for reas~ s of t•tei• own cec s ~ :hey chose not tb proceed with :he aro~ed, t•te
C:ty is proMtdej. Christina Cuervo to handle.
6linette Benson spoke.
Han~aut or Reference Maser als:
7. Ndioe of Ad in The Lt ami Heralc
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EXHIBIT 4
EXHIBIT C
Soundspace Impact Statement
R~ANd Auput ZOW
The creation and operation of Soundspace will provide sign cant benefits to the City of
Miami Beach and its citizens. As described below, the returns to Miami Beach, in terms of
revenues, jobs, publicity, education, culture, and business opportunities will far outweigh its
investment in land, additional parking and, should it be realized, the costs of creating and
operating a surrounding park. Soundspace will also provide the New World Symphony
with unique opportunities to expand its educational and cultural activities to benefit every
citizen of Miami Beach. The most significant of these opportunities include:
Soundspace Smart Card
Corresponding with the opening of Soundspace, the link with residents of Miami Beach and
the cultural community will be a "Smart Card". Working together, the City of Miami Beach
and NWS will create a redemption and distribution system forthese cards. All cardholders
will have frequent, discounted access to selected Soundspace presentations and other
Miami Beach cultural venues. The Smart Card program will be publicized prominently in
the opening season of Soundspace in hopes that it would become a new and efficient way
to promote and track increased attendance for NWS and other Miami Beach cultural
organizations.
NWS currently presents, and will continue to present over 16 free concerts and 36 paid-
admission concerts annually. Soundspace will allow NWS to expand its offerings to the
public, including the development of a series of short presentations, ranging from 15 to 20
minutes to as long as an hour, that will combine local live music making with electronic
transmissions from all major music centers in this country and around the world. Intemet2
also makes it possible to broadcast musical events from other parts of the world that would
not necessarily use NWS fellows and coaches. Assuming each presentation could be
repeated eight times per weekend over ten weekends of the season, this totals 80 new
events in the inaugural season of Soundspace. NWS might charge $5 peradult admission
to these presentations, but they would be free to Smart Card holders, providing Miami
Beach residents up to $280,000 in value annually.
Each Smart Card will also hold $50 of value that can be applied for discounts to select
ticketed Soundspace offerings. Given the current population, this puts $4.9 million directly
into the hands of Miami Beach residents.
NW S will work with the appropriate City of Miami Beach departments to incorporate similar
discounts to other select cultural organizations to enhance the value of the Smart Card for
a citywide marketing effort with trackable annual performance measures.
NWS in the Schools
NWS currently offers mentoring opportunities to students in Miami Beach schools with
programs such as the Music Mentor Program, In-School Performances and Instrumental
Coaching Sessions. Area elementary and middle schools often host In-School
Performances while NWS fellows frequently coach students at Miami Beach Senior High.
The use of Internet2 by NW S in master classes and concert settings provides students with
greater accessibility to artists and composers around the world.
In preparation for the opening of Soundspace, NWS proposes to meetwith representatives
of every Miami Beach school to develop customized educational programs for the benefit
of their students. Using the worldwide reach of Internet2, Soundspace will provide Miami
Beach students with greater access to artists and teachers from around the world. Skill-
based instrumental training, broader work in the social context of artistic activity, and
exposure to cutting edge technology will stimulate the imaginations of each and every
student in the Miami Beach school system. These activities will take place in Soundspace
as well as in the individual schools. The commitment of NWS resources for these
programs will exceed $250,000 annually.
Video Programming for Park
NWS is prepared to provide regular video programming for the park throughout the year.
This programming will take many formats, from broadcasting entire NWS concerts and
portions of concerts, to special events and other creative video presentations.
Programming for the park wilt also feature other cultural organizations, local to
international, and can inGude anything from dance to film to other forms of musical and
visual art presentation. The commitment of NWS resources for this programming will be at
least $200,000 annually. The City of Miami Beach will work with NW S to develop specific
seasonal events programming by other Miami Beach cultural organizations, at their
expense, particularly for the summer season, whether or not such programming actually
includes NWS.
Concerts for the City
With the opening of Soundspace, NWS would be pleased to provide at least one full
orchestra concert annually for the direct benefd of the City of Miami Beach. W hether this
takes the form of a holiday concert for Miami Beach residents, a special concert for City
employees, or is part of a major joint promotional and/or fundraising event for Miami
Beach's cultural arts program(s), the possibilities are endless. Based on fees NWS
commands for performances while on tour, each such concert is worth at least $50,000 to
the City.
Bridge Tender House
As currently envisioned, the Bridge Tender House is to serve as a central place for the
public to obtain information about, and/or purchase tickets to events being held by Miami
Beach-based cultural organizations. NWS' architect witl explore options for locating the
Bridge Tender House on or near the development site. Regardless of the selected
location, NWS will provide the necessary professional staff to operate the Bridge Tender
House during regular opening hours, to be mutually decided upon with the City. NWS will
work with the City and other culturel organizations to identify a corps of volunteers that
could serve as additional support staff. Assuming the Bridge Tender House is open from
noon to midnight seven says a week, two full-time positions would be valued at $70,000 to
$80,000 annually, inclusive of benefits. All otheroperating expenses of the Bridge Tender
House -utilities, maintenance, insurance, etc. -will remain the City's responsibility.
Leveraging NWS Investment in its Technology Infrastructure
There are multiple opportunities for the City to utilize NWS' planned technology
infrastructure in ways that would directly benefit the City and its employees. These
opportunities could inGude:
• Using Soundspace as a venue for City employees to participate in remote seminars
or other professional development sessions at least two to four times annually
without the payment of any rental fee (direct out-of-pocket vests incurred in
connection with such uses shall be paid by the City). An example of this might be
having the City's Fire and Police Departments participate in training courses
provided by the federal Department of Homeland Security without the City having to
incur the expense of sending personnel to another city. Another example would be
providing broader participation to City employees at conferences around the
country, again without the cost of travel, hotels and per diem for each person.
These opportunities will be subject to the scheduling needs of NWS. Since these
are opportunities that must be explored, their value cannot be quantified at the
present time.
• Using Soundspace as an enhancement to the Convention Center and incorporating
it into the Convention Center's marketing materials as appropriate. Clients desiring
or requiring sophisticated Internet and video capabilities will have the opportunity to
rent Soundspace. This will increase opportunities for the Convention Center to
attract more business that either might go elsewhere, or require significantly higher
costs for equipment rental. The value to the city can be measured in terms of
additional convenfron business.
Upgrading the City's IT infrastructure capacity at far less than market value. NWS
could make available to the City the extremely high bandwidth capacity planned for
Soundspace. This capacity will be measured in multi-gigabits, possibly at the OC12
or higher level. This will provide an opportunity for the City to link its IT system to
the tntemet via NWS' connection. While there would still be investment by the City
for its own equipment and making the connections to NWS, the bandwidth costs will
be a fraction of what they otherwise would be if the City were to purchase the same
capacity on its own. At current costs, this capacity is easily valued in excess of
$100,000 annually.
Soundspace will also provide other direct and indirect benefits to the City of Miami Beach.
These include:
Economic Impact
NWS will invest a minimum of $40 million in the construction of Soundspace. The
construction phase will generate additional jobs and income for the local community.
NWS will partner with the City of Miami Beach to explore, devebp, purchase, and
maintain appropriate RIMS II Multipliers from the US Department ofCommerce, Bureau
of Economic Analysis in order to calculate the annual impact this project will have on
the local economy.
Using published multiplier statistics for estimating economic value based on local
spending, NWS' current operating expenditures of $7.3 million supports close to 300
full-time equivalent jobs in the Miami-Dade County region generating personal income
of nearly $7 million, and over $300,000 indirect local govemment revenue each year.
Much of this impact accrues directly to Miami Beach. Once constructed, Soundspace
will increase NWS' operating budget by Gose to $2 million annually, creating over 75
new jobs and nearly $2 million in personal income for Miami-Dade and increasing
govemment revenues proportionately. These figures do not include the impact of
audience ancillary spending, which is discussed below.
NW S already brings over 20,000 visitors to Miami Beach each year to experience live
concerts. W hile a certain amount of concert activity will shift from the Lincoln Theatre
to Soundspace, overall concert activity will increase. NWS expects the new facility to
have a positive affect on concert attendance, by drawing more local residents and an
increased number of visitors. To be designed by a wortd-renowned architect, the
facility itself will become a destination for many people.
According to the "2001 Profile of Visitors to Greater Miami and the Beaches,"
published by the Greater Miami Convention and Visitors Bureau, South Beach ranks
as the #1 destination for all visitors to South Florida. Using statistics published by
the GMCVB, a modest increase of 10,000 visitors could generate in excess of $2
million in additional visitor spending on lodging, meals, transportation, entertainment
and shopping per year, more than half of which would likely be spent directly on
Miami Beach.
American's for the Arts June 2002 publication "Arts & Economic Prosperity'
identified cultural tourists as being far more lucrative to local markets than traditional
tourists -they spend nearly 40% more, are more inclined to use hotels and stay
longer, and are more likely to shop. Using these figures, the 10,000 additional
visitors cited above could generate sign~cantly more additional visitor spending
than as calculated using GMCVB statistics.
The national American's for the Arts study cited above was based on in-depth
market research in 91 communities nationwide, including Miami-Dade County.
According to the Miami-Dade County Cultural Affairs Council, the 128 Miami-Dade
based, non-profit cultural organizations generate economic activity -including the
value of voluntary services and capital expenditures - of $2.69 for each dollar they
spend. Using this multiplier, Soundspace should generate nearly $100 million in
economic activity during its construction and first year of operation and over $5
million annually thereafter.
While recognizing that Miami Beach is already awell-established tourist destination, it
is instructive to note that the activities of the Guggenheim Museum in Bilbao generated
a four-fold increase in direct tourist expenditures, area GDP and jobs for the Basque
Country in 1997, the year the facility opened, and this increased level of economic
impact has been sustained each succeeding year. Bilbao has now become a major
tourist destination. Given the number of visitors to South Florida and the percentage
that cite South Beach as their#1 destination, even a modest increase in the number of
visitors to South Florida will provide substantial and direct benefits to the economy of
Miami Beach. It is not difficult to argue that South Beach will see its share of domestic
and international visitors increase substantially more than ated above once a signature
building is constructed.
if a park is constructed to surround a Soundspace fitted with a giant exterior screen, the
local economy will receive a further boost, as park activities and screen broadcasts will
draw more and more people to the northern edge of the Art Deco District, directly
benefiting the merchants and restaurants in the Lincoln Road area.
Publicity
The work of an internationally recognized architect designing a signature building should
generate articles in the top 50 American and the top 100 international daily newspapers, as
well as coverage by ail major feature, news, travel, and lifestyle magazines. Wtth each
national and international article about Soundspace, Miami Beach will increase its market
penetration. This coverage will begin with the announcement of the architect and continue
for at least a decade after completion of the building. Press coverage for new music
presentation formats will be equally powerful with major musical figures joining New World
fellows and guest artists through Internet2 transmissions. Examples of cultural marketing
enhancing city and/or regional tourism inGude the Philadelphia Art Museum, MassMOCA,
Boston Museum of Fine Art, and the Guggenheim Museum in Bilbao, Spain.
Culture
Existing and new Miami Beach arts organizations will have the opportunity to use
Soundspace, thereby expanding and enriching their cultural activities. The Lincoln
Theatre will also become a more accessible venue for other arts organizations,
contributing to the City's reputation as a major arts-friendly community. By shifting
certain concert activity to Soundspace, NWS will free up prime dates within the
calendar for use by other arts organizations. NWS regularly limits or turns away dozens
of organizations each year, from the Miami Symphony Orchestra, the Miami Film
Festival and the Florida Philharmonic, to many independent organizations, who at
present cannot get some or all of the dates they want due to NWS activities. NWS
would be pleased to work with the City of Miami Beach to offer reduced rental rates at
the Lincoln Theatre for small or emerging arts organizations as part of the City's cultural
facilities management program.
Business
The City of Miami Beach and the Convention Center will have access to Soundspace
for an agreed number of events per year. No other city government or convention
center will have access to media as powerful as Internet2. NWS, the City, the
Convention Center, and the Greater Miami Convention 8 Visitors Bureau can work
together to market the destination bringing leaders in all fields to selected events in the
Soundspace facility. Convention related events could be staged each year to promote
the Center to potential Gients and/or add value to the conventions that choose Miami
Beach. The first use allows the Convention Center to increase its visibility without the
cost of staff travel. The second addresses the ever increasing demand for high speed,
high quality communications, branding the Miami Beach Convention Center one of the
most unique in America. NWS will collaborate with the City of Miami Beach,
Convention Center, and the Greater Miami Convention & Visitors Bureau to create a
strategic business plan to incorporate Soundspace into future convention proposals.
Summary
NWS will invest at least $40 million in the building and development of Soundspace,
and increase its operating budget by an estimated $2 million annually. Rapid
improvement in technology will require steady high-cost capital and operating
investment. Standard economic analysis demonstrates that the impact these
investments will have on the local economy will be significant. This commitment of
resources by a cultural institution is unprecedented in Miami Beach. If NWS is to make
the most of this opportunity going forward, we need the City of Miami Beach to be a full
contributing partner. The returns to Miami Beach, in terms of revenues, jobs, publicity,
education, culture, and business opportunities will far outweigh its investment in land,
additional parking and, should it be realized, the costs of creating and operating a
surrounding park.
305-532-2441.
Fish Joynt: seafood. salads.
stacks. chicken and pastas with a
French touch:. Fish Joynt, 2570
NE Miami Gardens Dr., Nprth
Mlaml Beech; SSS.
305-936-6333.
The Forge: Steak-house fare
Includes various cuts and sea-
food dishes, inclutling grouper:
43241st 6t., Mlaml Basch: fESf.
306-638-6533.
FratNll la 6uhla: Italian restau-
rant that serves pizza: 437
Washington Ave.. Miami Beach;
SSS.3D5-532-0700 or tratelllla-
bufala.com.
Naeleha: Indian tare: 1550 NE
164th 6t., North Miami Beach;
SS.SOS-919-6393.
Nlre's Yakko-sans Japanese
tepas bar featyring sushi an0
seafood such as trigger fish. hog
snapper and pompano;
17060-46 W.
Miami Beach:
Icebox Cah:
ning, decadent desserts; 1657
Michigan Av .. Miami Beach:
SS-fES. 305-~38-8448.
II Mulilto New Terk: Italian eatery
roar featurelf ratk of veal, grilled
Jw'a Stone Crab Remurent: A
Miami institution, the 93-year-
ald restaurant servers much
besides stone crabs, Inclutlinq
trietl green tomatoes, hashed
browns, crab cakes. singer
salmon and even steaks; ll W ash-
ington Ave., Miami Beach: SfS
(except stone crabs, of course):
MEETING NOTICES
November 20 -24, 2006
MONDAY, November 20
I:DD p.m. DiwMliry Aaoa Cemmilr Mayor's Conbnrce Roem
Feunh Fkwr, Ciy Hall
2:30 p.m. Cukurol Ana Council TCD Canksnno Room
Nemirwli,g Cemmilsee 555 17" Sr. (CawN=,d Eneorcel
TUESDAY, November 21
]:00 a.m: Runofl Ehniena Individuol Voser Precincb
7:00 P.m.
9:00 a.m. MaPUWm PMc«Gommime TCD Conknslce Reem
sss 1>" 5r. ICamyo,d Emrar,cel
9:00 o.m. Fins Am Board Ciry Managei s Small Cant.
Room, Fourth Fksor, Ciry Moll
T00 p.m. NlgMlib Tmk Fero -NRE" Ciy Monagei • SmaN Conf.
Roem, FeurM Fkron Ciry Hall
3:00 p.m. Miami a.«h wairon a VCA Conlwenw 0.aam
Commmien AuMariM sss 17'" Sawl
5:00 p.m. RuneR EIMiOn/ Miaml.oed. Coumy Elecnona 0.q
Canuoaaing Board 2>pp NW e>M Aw, Mromi
600 p.m. PoBcs/Caizens Rdmiom Pdica bq. Cammuniry Rm.
Cemminee 1100 WVahirpron AVe., YFI.
WEDNESDAY, November 22
11:00 a.m. special Commission' Comminien Chambers
Third fleer, Ciy Hall
THURSDAY, November 23
Thenkaeivirp Day Ciy Mell Closed
Holiday Observed
FRIDAY, November 24
Doy slier ThonkaBiving Ciry Hell Clewed
Holiday Obwrvd
' Abed w alemic araadbond/MBTV ]]
"Commission Comminee McMings
~ MIAMIBEACH
we ore cnmmsW ro pwidrna erc.xenr puMm se,tice arM wbN E ax wFo
Inc, wwk p~dpby in ow abom. naplcal, M1emrrool cwnmomN
far eM e,d/w ell 01 M a0m.. corny,. a mwnb.n W iln Mlnml
4ah Cxy Cemmlulen mw M in ewNarc. and pn. al++u in duc.u;om. C',N
IIaN n IeenM m I>CO Ce„wnwn C.mx O,M; ,d Xr Mbmi bwA
CemmXw CxM, n b[aad M IPoI Cn,,,.nNen Cx,le, D, M. My mall
may b apemd wtl eaminaed art. undw awF d,e„marom«, addxron~
Igal ,neu .,veld wl b. wavidl. Ta ,p,ml Ml. mw.,lel In aeeaa,IbN
b,mer..Ion lavpnwr,, dMmmbn an . b Pwanna w1M
dlwNaw, awry madollw ro rw~~mry 4xwnwll w panlclpw.
In xwvnn,a,atl P,n[ewli pl.a.. aosaoaze9o FnieN.
apsaiY>aze eaN w aase>aJile myl ilw dol. wl dwnn le InMOI.
~ r.awv m ...n may eke cdl >I1 t Neby $wrl[N a ,,.my b
lad In IN W~aY1~ Mm,lna Mak. ei a,d tl.m,m rod b b on awwrey
ebb m Mtl d peu,4 y M 6ulYln bmN, rl,mgMn Cuy Wi ad wlr M oy!
N'. w
305-673-0365.
Jullo's Natural Foods: Sweet
potato platters with mixed veg-
gies. 9r,lled tllapia, spicy tuna
stuffetl avocado and huntlreds of
fresh juices and smoothies; 1602
NE Miami Gardens Dr.. North
Miami Beach; f. 305-947-4744.
La Saedwlcherb: Sandwiches
and salads in the heart of Miami
Beeth:22914th 5t., Miami Beach;
S. 306-532-8934 or accesR
www.lasandwicherie.com.
La Vlta E' blla: Italian restau-
rant serves pastas and fish
dishes: 17901 Collins Ave.
(GOltlen Strand HoteO. Sunny
Isles Beach: SfSf. 305-931-2229.
Laguna Rotaunnt: Serving
Cuban and Caribbean food;
2800 NW Seventh Ave., Miami; S.
305-638-6446.
Loa Oiee Ca14: Specializes in
Cuban food; 644 Slx[h fiC, Miami
Berth; S. 305-534-9333.
The Laundry pr. You can wash
your tlirty laundry in public and
get a cocktail et the same time;
721 Lincoln Ln.. Miami Beach,
S-Sf. 306-531-7700.
Leurenxo'a Caf4: Italian food
servetl: 16385 W. Dizie Hwy..
North Miami Beach: Sf.
ABOUT THIS GUIDE
• Fa pdua, S =entrees mostly S10 or lower; SS =entrees
St0 to 515; SES =entrees S75-f20; ESSS =entrees S20 and
higher.
• Fw bean or other information, call the restaurant.
• Full mrlews wn be found online -visit miamiher-
ald.com/an[ertainmentand click on Dining. For short
descriptkns, dkk on Restaurants A-Z.
• eJeDrlga an Ree, and ere compiled ray The Mlaml Herald's
islander desk. 7o ba listed In this guide, e-msll newscalen-
dar@MWmlHareld.comwith the name of restaurant, adtlress
phone number, ZIP Cotle,websita (If available) end type of
food. Please fell us about a signature dish or two and give us
the price range on entrees.
• Ouleetbro x correctionst Call rile Calendar Desk hot line
at 306-376.3355.
305-945-6361.
L• Chlc French Bakery: Serves
crisp baguettes, croissants antl
banishes: 1043 Washington Ave.,
Miami Beach; S. 305-637-5522.
Lea's Tea Room: French food
served and specializing in
pastries: 9700 Collins Ave., Bal
Harbour; Sf. 305-869-0901.
Lima Fresh Lincoln Read Caf4:
Not your typical Cuban restau-
rant by outside appearance. but
all the favorites are available;
943 Lincoln Rd.. Miami Beach;
MIAMIBEACH
CITY OF MIAMI BEACH
NOTICE.OF PUBLIC HEARING
IIbTICE IS HEREBY given that a puMk headng will De held by the Mayor and City Commission d the City
d Mbml Beach, Florida, In Me CRy Commission Chambers, 3rd floc, City Hell, 1700 Comentbn Cmlffir
Drive, Miami Beach, Fbrba, on tNedrmaday, December 8, 2006, rt x00 p.m., re consider approval, on
Rret Reading, d a Flret Addendum to Ole Oevldopment Agreement between the Ciry d Mbmi Bich and
me New Wortd Symplwny (NWS), dated January 5, 2004, which Agreement provided for devebpment d
that certain Prgjed refegea m es the `New Warttl Symphony Campus Expeneian`, wnk:h Protect provbea
for the dealgn, development, antl anetructlon of a not to ezceed 50,000 square foot eduational
p8ffmmmlCe 8116 Intemd hroadast facllRy 8114 an BxIBdOr SOre9n (rormedy Nnoym es `SoUndsDBCe"). 8
strbeeffice~pel Impr~ovegments,~indl~dnp a P~adbL ~ mme anal be agreed IWOn belweenreme CNy of MWiedmi
Beech and NWS; furthm providing iMt the proposed Bret Addendum increases the Ciry's required funding
twntdDWion taxard the design. development and construction d the public Panting gerege N a total
amount nd to exceed (15,210,135; mid mMOrWe NWS to proceed wRh the folbwlnp plmlic
Improvements, to be deeipned, devebped, and (wnatrul'ted by NWS: the Peck adJaarlt to the Proposed
NWS facility Ohs Park Project), at a toml cost trot to exceed 573,810,000; erM artmn other add'dbnel
publk streetscepe improvertlents Nle Adtlftlonm Improvements), m a total twat not b ezceetl SB,400.000.
Inquiries may be diredetl to the Miami Beam R1ldeveloDmant Agenly at (305) 673-7295
NttERESTED PARTIES are irnited to appear at this meeting or be represented by an agent m to ezpreas
ttrelr views In writing edtlreaeed to the City Commission Go the Ciry Clerk, 1700 Conventbn Center Drive,
1m Fbor, City Hall, Mbml Beach, Fbdda 33139. This meeting may be opened end rwntinued and under
such circumatencas additional legal IIOtICa would rrot be provided.
Robert E. Percher, C'Iry Clerk
City d Miami Beach
Pursuant to Section 266.0105, R Statutes, me Cfly hereby aMbes me public Met H a person decides to
appeal any decision matle by the City Commission wNh respect to any matter considered m its meeting or
Iffi haedng, such person mum ensure that a verbatim record of me proceedings is matle, which record
inclutles the temimony antl evitlella upon which the appeal Is to be besetl. This notke tloes nd anstituffi
consent by the Cfry forme IMTOductlon or iatlmissbn of otherwise inadmissible or Imebvant eNdena, INr
tloes N aNhorize chmlengea ar appeals not omerwise alklwed try law.
To request cob materiel in aotwsaibb format, sign bnguage Interpreters intorma0on on access for persons
wOh dlsebllfties, antl la any acammodatlal to review any document or participate in any Citysponsored
proceeding, please contact (305) 604-2409 (voice), (305) 673-7276(ITY)five days m advance to mdlate
your request. m awls may also all 711 (Florida Raley Service).
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