HomeMy WebLinkAboutExhibit 1City of Miami
September 2, 2008
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- [Hyatt Equities Letterhead]
September 2, 2008
City of Miami
Re: Hyatt Regency Miami Lease Agreement; Operation and Maintenance
Agreement
Attention: Pedro G. Hernandez, City Manager
References are made to that certain Operation and Maintenance Agreement
("O&M Agreement") dated December 12, 1984 by and between the City of Miami
("City") and Miami Center Associates, Ltd., predecessor -in -interest to Hyatt Equities,
LLC ("Hyatt"). Capitalized terms used herein but not otherwise defined herein shall have
the meanings set forth in the O&M Agreement. The O&M Agreement sets forth the
operation and maintenance obligations of the City and Hyatt as to their primary areas of
responsibility as set forth therein, and as required under the Lease.
Notwithstanding anything contained in the O&M Agreement to the contrary, for
good and valuable consideration hereby acknowledged and received, the City and Hyatt
hereby agree that Hyatt may proceed with the engineering and design (Phase I) for the
cooling tower and chillers at the Center, as set forth in the attached proposal. Hyatt has
estimated the cost of Phase I to be no greater than $200,000. Pursuant to sections 7.3 and
7.4 of the lease agreement between Miami Center Associates and the City dated
September 13, 1979, as amended (as assumed by Hyatt on June 26, 1997) (the "Lease"),
it is noted that the City is obligated to provide a working chiller in order for Hyatt and the
Miami Convention Center to remain operational. Furthermore, the City's Public Facilities
and Capital Improvements Departments will be provided with regular opportunities to
provide comment and recommendations as it relates to all aspects of final design and the
engineering bid package and both parties agree to work in good faith to accomplish the
project in a mutually agreeable manner.
The cost of the engineering and design services shall be paid for as follows:
1) In the event that the City and Hyatt execute an amendment to the Lease,
restate the Lease or enter into a management agreement, in accordance with
all applicable laws and ordinances, to provide for the management and/or
expansion of its leased area to include the Center (including the City Area
and University Area) on or before June 30, 2009 to be effective not earlier
City of Miami
September 2, 2008
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than January 1, 2010, Hyatt shall pay for one hundred percent (100%) of
the cost of Phase I and not seek 50% reimbursement from the City for the
reimbursement of the cost of the Phase I work; or
2) In the event that the City and Hyatt do not amend the Lease or enter into a
management agreement as provided above to include the Center on or
before June 30, 2009, the cost of Phase I shall be split between the City and
Hyatt, each paying fifty percent (50%) of such cost, provided that (i) in no
event shall the City's contribution for reimbursement exceed $100,000; (ii)
the City shall reimburse Hyatt for its share of the cost of Phase I within
thirty (30) days of receipt of an invoice from Hyatt for such work; and (iii)
reimbursement shall be paid by crediting the amount of rent payable by
Hyatt to City.
3) It is anticipated that Phase II will entail the purchase and installation of
three centrifugal chillers, a cooling tower, and associated equipment as
prescribed in the Phase I engineering proposal.
4) The terms of this Agreement shall control in the event of any conflict in any
prior agreements between the parties.
The City hereby acknowledges its approval of the scope of work for the phase I
services and the estimated costs related there with.
We would appreciate your acknowledgement of the foregoing by signing this
letter, in duplicate, and returning one fully executed original to us. The other original is
for your records.
Thank you.
Very truly yours,
Hyatt Equities, L.L.C.
By:
Its:
Acknowledged and agreed
this day of September 2008
City of Miami
September 2, 2008
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City of Miami, a municipal
corporation of the State of Florida
Attest:
Priscilla A. Thompson, CMC Pedro G. Hernandez
City Clerk City Manager
Approved as to form and correctness:
Julie O. Bru
City Attorney