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HomeMy WebLinkAboutAttachmentCr 'J �stal Report t Viewer Pa7c 1 of2 City of Miami Text File Report Cit) 3500 Pan Ai Miami, www.mia File ID: 08-01100 Enactment #: R-08-0542 Version: 1 Type: Resolution Introduced: 9/16/08 Status: Passed Enactment Date: 9/25/08 Controlling Body: Office o Clerk A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORK THE CITY MANAGER TO EXECUTE A LETTER AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, WITH HYATT EQUITIES, LLC ("HYATT"), TO PROVIDE AUTHORIZA1 FOR HYATT TO PROCEED WITH THE ENGINEERING AND DESIGN ("PHASE I") OF THE REPLACEMENT OF THREE CENTRIFUGAL CHILLS, A COOLING TOWER AND ASSOCIA'I EQUIPMENT AT THE MIAMI CONVENTION CENTER ("CENTER") LOCATED AT 400 SOUTHEAST 2 AVENUE, MIAMI, FLORIDA; SAID AGREEMENT FURTHER PROVIDES TH. THE EVENT THE CITY OF MIAMI ("CITY") AND HYATT DO NOT EXECUTE AN AMENDIV TO THE HYATT LEASE TO EXPAND THE HYATT LEASE AREA TO INCLUDE THE AREAS CURRENTLY UTILIZED BY THE CITY AND THE UNIVERSITY OF MIAMI, OR ENTER INT, MANAGEMENT AGREEMENT, ON OR BEFORE DUNE 30, 2009, THE COST OF PHASE I SHf BE SPLIT BETWEEN THE CITY AND HYATT, EACH PAYING 50% OF THE COST, PROVIDI THAT THE CITY'S CONTRIBUTION FOR REIMBURSEMENT WILL NOT EXCEED $100,000; ALLOCATING FUNDS FROM THE 2009 RENTAL REVENUES TO BE PAID BY HYATT TO 1 CITY; WITH TERMS AND CONDITIONS AS MORE PARTICULARLY SET FORTH IN SAID LETTER AGREEMENT. WHEREAS, the City of Miami ("City") and Miami Center Associates entered into an Operations and Maintenance Agreement ("O&M Agreement") dated December 12, 1984 by and between the City and Miami Center Associates, Ltd., predecessor -in -interest to Hyatt Equities, LLC ("Hyatt"); and WHEREAS, 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 between the City and Hyatt, dated September 13, 1979, as amended (the "Lease"); and WHEREAS, pursuant to sections 7.3 and 7.4 of the Lease, the City is obligated to provide a working chiller and related equipment for the Miami Hyatt Regency and the Miami Convention Center ("Center") to remain operational; and WHEREAS, the three centrifugal chillers, cooling tower, and related equipment are currently 26 years old and have likely reached their useful life expectancy; and WHEREAS, Hyatt has estimated the cost of Phase I engineering and design services to be no greater than $200,000 and therefore the City's reimbursement to Hyatt will be no greater than 50% of actual cost, not to exceed $100,000; and pg- OI I GOa- 19�{aC�����' http://egov.ci.miami.fl.us/LegistarWeb/temp/rep2099.html 10/15/2008 Crystal Report Viewer Page 2 of 2 WHEREAS, in the event the City and Hyatt execute an amendment, restate the Lease, or enter into a management agreement, in accordance with all applicable laws and ordinances, to provide the management and/or expansion of the Hyatt's lease area to include the area currently operated by the City and University of Miami on or before June 30, 2009, to effective January 1, 2010, Hyatt shall pay for one hundred percent (100%) of the Phase 1 project; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. The City Manager is authorized{1 } to execute a letter agreement, in substantially the attached form, with Hyatt, to provide authorization for Hyatt to proceed with the engineering and design ("Phase I") of the replacement of three centrifugal chills, a cooling tower and associated equipment at the Center located at 400 Southeast 2 Avenue, Miami, Florio with said agreement further providing that in the event the City and Hyatt do not execute an amendment to the Hyatt 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 the Hyatt lease area to include the areas currently operated by the City and the University of Miami on or before June 30, 2009, to be effective Jativary 1, 2010, the cost of Phase I shall be split between t: City and Hyatt, each paying 50% of the cost, provided that the City's contribution for reimbursement will not exceed $100,000, with -funds -allocated from the 2009 rental revenues to be paid by Hyatt to the City and with -terms and conditions — more particularly set forth in said letter agreement Section 3. This Resolution shall become effective immediately upon its adoption and signature of the Mayor. {2} http://egov.ci.miami.fl.us/LegistarWeb/temp/rep2099.htm1 10/15/2008 City of Miami September 2, 2008 Page 1 of 3 - [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. 1%n City of Miami September 2, 2008 Page 2 of 3 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 retuming 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 Page 3 of 3 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 ..TITLE A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), RESCINDING RESOLUTION NO. 08-0542, ADOPTED SEPTMEBER 25, 2008, IN ITS ENTIRETY AND REPLACING IT WITH THIS RESOLUTION; AUTHORIZING THE CITY MANAGER TO EXECUTE A LETTER AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, WITH_ HYATT EQUITIES, LLC ("HYATT"), TO PROVIDE AUTHORIZATION FOR HYATTTO PROCEED WITH THE ENGINEERING AND DESIGN ("PHASE I") OF THE REPLACEMENT. OF THREE CENTRIFUGAL CHILLS, A COOLING TOWER AND ASSOCIATED EQUIPMENT AT THE MIAMI CONVENTION CENTER ("CENTER") LOCATED AT 400 SOUTHEAST 2 AVENUE, MIAMI, FLORIDA; SAID AGREEMENT FURTHER PROVIDES THAT IN THE EVENT THE CITY OF MIAMI ("CITY") AND HYATT DO NOT EXECUTE AN AMENDMENT TO THE HYATT LEASE OR RESTATE THE HYATT LEASE TO EXPAND THE HYATT LEASE AREA TO INCLUDE THE AREAS CURRENTLY UTILIZED BY THE CITY AND THE UNIVERSITY OF MIAMI, ON OR BEFORE JUNE 30, 2009, THE COST OF PHASE I SHALL BE SPLIT BETWEEN THE CITY AND HYATT, EACH PAYING 50% OF THE COST, PROVIDED THAT THE CITY'S CONTRIBUTION FOR REIMBURSEMENT WILL NOT EXCEED $100,000; ALLOCATING FUNDS FROM THE 2009 RENTAL REVENUES TO BE PAID BY HYATT TO THE CITY; WITH TERMS AND CONDITIONS AS MORE PARTICULARLY SET FORTH IN SAID LETTER AGREEMENT. ..Body WHEREAS, the City of Miami ("City") and Miami Center Associates entered into an Operations and Maintenance Agreement (O&M Agreement") dated December 1.2, 1984 by and between the City and Miami Center Associates, Ltd., predecessor -in -interest to Hyatt Equities, LLC ("Hyatt"); and WHEREAS, 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 between the City and Hyatt, dated September 13, 1979, as amended (the "Lease"); and WHEREAS, pursuant to sections 7.3 and 7.4 of the Lease, the City is obligated to provide a working chiller and related equipment for the Miami Hyatt Regency and the Miami Convention Center ("Center") to remain operational; and WHEREAS, the three centrifugal chillers, cooling tower, and related equipment are currently 26 years old and have likely reached their useful life expectancy; and WHEREAS, Hyatt has estimated the cost of Phase I engineering and design services to be no greater than $200,000 and therefore the City's reimbursement to Hyatt will be no greater than 50% of actual cost, not to exceed $100,000; and WHEREAS, on September 25, 2008, the City Commission approved Resolution No. 08- 0542, which authorized the. City Manager to execute a letter agreement to provide authorization for Hyatt Equities, LLC ("Hyatt") to proceed with the engineering and design ("Phase I") of the replacement of three centrifugal chills, which agreement further provided that the City would not have to reimburse Hyatt in the event we executed an amendment to the Hyatt Lease, a restatement of the Lease or a management agreement to provide for the management and/or expansion of the Hyatt lease area to include areas currently operated by the City and the University of Miami on or before June 30, 2009, to be effective January 1, 2010; and WHEREAS, subsequent to the adoption of Resolution No. 08-0542, Hyatt indicated they could not accept full financial responsibility for this work in the event a management agreement is the instrument used as opposed to an amendment or restatement of its Lease since management agreements do not provide the same level of rights as a lease, including the ability to obtain financing; and WHEREAS, Hyatt has requested the City amend the letter agreement to remove the language related to a management agreement; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. Resolution No-. 08-0542, adopted September 25, 2008, which authorized the City Manager to execute a letter agreement with Hyatt is rescinded in its entirety. Section 3. The City Manager is authorized{1} to execute a letter agreement, in substantially the attached form, with Hyatt, to provide authorization for Hyatt to proceed with the engineering and -design ("Phase I") -of -the -replacement of three centrifugal chills, -a cooling tower and associated equipment at the Center located at 400 Southeast 2 Avenue, Miami, Florida, with said agreement further providing that in the event the City and Hyatt do not execute an amendment to the Hyatt Lease or restate the Lease, in accordance with all applicable laws and ordinances, to provide for the expansion of the Hyatt lease area to include the areas currently operated by the City and the University of Miami on or before June 30, 2009, to be effective January 1, 2010, the cost of Phase I shall be split between the City and Hyatt, each paying 50% of the cost, provided that the City's contribution for reimbursement will not exceed $100,000, with funds allocated from the 2009 rental revenues to be paid by Hyatt to the City and with terms and conditions as more particularly set forth in said letter agreement.. Section 4. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.{2} APPROVED AS TO FORM AND CORRECTNESS: Julie O. Bru City Attorney ..Footnote {1} The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including, but not limited to, those prescribed by applicable City Charter and Code provisions. {2} This Resolution shall become effective as specified herein unless vetoed by the Mayor within ten days from the date it was passed and adopted. If the Mayor vetoes this Ordinance, it shall become effective immediately upon override of the veto by the City Commission or upon the effective date stated herein, whichever is later. - [Hyatt Equities Letterhead] Pedro G. Hernandez, P.E. City Manager City of Miami 3500 Pan American Drive Miami, FL 33133 2008 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. 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 or restate the Lease, in accordance with all applicable laws and ordinances, to provide for the expansion of its leased area toinclude the Center (including the City Area and University . Area) on or before June 30, 2009 to be effective not earlier 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 In the event that the City and Hyatt do not amend the Lease or restate the Lease, as the case may be 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%) ofsuch 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 may be paid by crediting the amount of rent payable by Hyatt to City, at Hyatt's election. 2) It is anticipated that Phase II will entail the purchase and installation of three centrifugal chillers, a cooling tower, and associated equipmentas prescribed in the Phase I engineering proposal. 3) The terns 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 therewith, as set forth in the proposal attached hereto and made a part hereof 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. Acknowledged and agreed this day of 2008 Attest: Priscilla A. Thompson, CMC City Clerk Very truly yours, Hyatt Equities, L.L.C. By: Its: City of Miami, a municipal corporation of the State of Florida Pedro G. Hernandez City Manager Approved as to form and correctness: Julie O. Bru City Attorney