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HomeMy WebLinkAboutExhibit 1September _, 2012 Mr. Johnny Martinez, P.E., City Manager City of Miami 3500 Pan American Drive Miami, Florida 33133 Re: Letter Agreement (referred to herein as this "Letter Agreement") as to Replacement of Fire Alarm System for Hyatt Regency Miami (the "Hotel") and James L. Knight Center Convention Center (the "Convention Center") (the Hotel and the Convention Center are collectively referred to herein as the "Project Areas") Dear Mr. Martinez: Reference is made to that certain Lease and Agreement for Development ("Lease") dated September 13, 1979 by and between the City of Miami, as lessor ("City"), and Miami Center Associates, Ltd., ("MCA") predecessor -in -interest to Hyatt Equities, L.L.C., as lessee ("Hyatt"), as amended, supplemented and assigned from time to time, and supplemented or otherwise affected by that certain Operation and Maintenance Agreement ("O&M Agreement") dated December 12, 1984 by and between the City and MCA. Capitalized terms used herein but not otherwise defined herein shall have the meanings set forth in the Lease. Additionally, reference is made to the City's Special Revenue Bonds, Series 1987 ("1987 Bonds"), which financed the Convention Center and which remain outstanding in the principal amount of $2,161,796, therefore requiring the City's continuing compliance with the requirements of the Internal Revenue Code of 1986, as amended. The City Commission pursuant to Resolution No. R-12- , adopted on 2012 (attached hereto Exhibit A and a part hereof) has authorized you as the City Manager to execute this Letter Agreement. Notwithstanding anything contained in the Lease or the O&M Agreement to the contrary, for good and valuable consideration hereby acknowledged and received, the City and Hyatt hereby agree as follows: 1. Fire Alarm System. The City and Hyatt hereby agree to proceed with the replacement and installation of the fire alarm system that supports the Project Areas (the "Project"), in accordance with the following terms and conditions: (a) Hyatt and the City hereby approve the plans and specifications ("Plans and Specifications") for the Project prepared by Rolf Jensen & Associates, Inc. ("RJA" or "Project Manager") as set forth on Exhibit B attached hereto and made a part hereof. Hyatt and the City shall cause the Contractor to complete the Project in a good and workmanlike and lien -free manner in accordance with the Plans and Specifications and all applicable governmental laws, rules and regulations and industry standards. Hyatt and the City hereby approve the costs of the Project as set forth on Exhibit C attached hereto and made a part hereof, which includes the costs of SimplexGrinnell ("Contractor") pursuant to its proposal for the Project dated September 7, 2011 (for general contractor services and of RJA pursuant to its proposal dated 2012 for project management services for the Project (collectively, the "Fire Alarm Proposal"). Per the Fire Alarm Proposal, total costs for replacement are estimated not to exceed $ and the. Fire Alarm Project is estimated to take ( ) months to complete. The City and Hyatt hereby agree to proceed with the Project in accordance with the Plans and Specifications; the Fire Alarm Proposal, a schedule for the Project as agreed by Hyatt and the City, and otherwise in accordance with the terns of this Letter Agreement. (b) Hyatt and the City agree that the agreements with the Contractor and RJA are subject to the approval of Hyatt and the City and the teiuis of this Letter Agreement, and shall be entered into by both Hyatt and the City. Hyatt and the City hereby approve the form of agreement with the Contractor attached hereto as Exhibit D and the form of agreement with the Project Manager attached hereto as Exhibit E, and agree to enter into these agreements within days of the execution of this Letter Agreement. (c) Hyatt and the City Agree that the agreements with the Contractor and RJA are subject to the approval of Hyatt and the City and the terns of this Letter Agreement, and shall be entered into by both Hyatt and the City. Hyatt and the City hereby approve the form of the agreement with the Contractor attached hereto as Exhibit D and the fonn agreement with the Project Manager attached hereto as Exhibit E, and agree to enter into these agreements within days of the execution of this Letter Agreement. The agreements with the Contractor and the Project Manager contain insurance requirements approved by both the City and Hyatt. (d) The costs of the Fire Alarm Project as set forth in the Fire Alarm Proposal shall be shared by the City and Hyatt and invoiced by Contractor and paid by the City and Hyatt in accordance with the following proportions based upon the respective uses of the fire alarm system and the Project Areas .by the Hotel and the Convention Center: 69.325% of the costs of the Project to be paid by Hyatt and 30.675% of the total costs of the Project to be paid by the City. Based on the total not to exceed cost of $ , Hyatt's share of the Project costs not exceed $ and the City's share of the Project costs will not exceed $ . The City and Hyatt will not be liable for payment of any sums beyond the foregoing amounts without first having obtained another City Cornrnission resolution and a written addendum or amendment to this Letter Agreement whereby the parties approve any increased cost. If the City fails to pay the amounts owed by the City for the Project in a timely manner, Hyatt shall have the right to pay the amounts owed by the City and pursue any remedies available to it under the Lease, under law or in equity. Within ninety (90) days of completion of the Project, the parties shall review the payments made by both parties and prepare a reconciliation based on the actual amounts paid by each and make adjustments so that each party shall have paid its share of the total Project costs in accordance the percentages set forth in this subparagraph (d). (e) All billings for allowed costs, expenses and disbursements must be accompanied by sufficient supporting documentation and contain sufficient detail to backup documentation, such as paid receipts, invoices from the vendor of services, etc. that are sufficient to allow a proper audit of expenditures, should the City require one to be performed in accordance with the Code of the City of Miami, as amended. There shall be no reimbursement for travel and travel -related expenses. 2. Approvals. The City and Hyatt each hereby acknowledges its respective approvals of the Project, subject to the of this Letter Agreement. The City and Hyatt further understand that this Letter Agreement is subject to certain laws governing public bodies, including laws pertaining to public records, conflict of interest, record keeping, etc. City and Hyatt agree to comply with and observe all applicable laws, codes and ordinances as they may be amended from time to time. 3. No Other Changes. The teinls of this Letter Agreement shall control in the event of any conflict in any prior agreements between the parties. 4. Authority, Amendments and Modifications. Hyatt and the City hereby covenant and warrant that they have full right and authority to enter into this Letter Agreement. Pursuant to Resolution No. R-12 , except for any increase in the not to exceed amount for the City's total cost share which shall require further City Commission approval, the City Manager shall be the City's authorized representative to execute any other amendments and modifications to this Letter Agreement. All amendments and modifications hereto shall be in writing executed by the authorized representatives of City and Hyatt. 5. Successors. This Letter Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns. 6. Miscellaneous. (a) This Letter Agreement shall be construed and enforced according to the laws of the State of Florida. Each party shall be responsible for all of its own costs, expenses, and attorneys' fees arising out of disputes under this Letter Agreement. (b) Title and paragraph headings are for convenient reference and are not a part of this Letter Agreement or any extension. (c) No waiver or breach of any provision of this Letter Agreement or of any extension hereof shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. (d) Should any provision, paragraph, sentence, word or phrase contained in this Letter Agreement or any extension hereof be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Letter Agreement and of any extension hereof shall remain unmodified and in full force and effect or limitation of its use. (e) This Letter Agreement and any extension hereof may be executed in four (4) or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. We would appreciate your acknowledgement of the foregoing by signing this Letter Agreement, in four originals, and returning one fully executed original to us. The other originals are for your records. Thank you. Very truly yours, Hyatt Equities, L.L.C. By: Its: Print Name: Attest: By: Name: Title: City's signature on the following page Acknowledged and 'agreed this day of , 2012 Attest: Priscilla A. Thompson City Clerk APPROVED AS TO FORM AND CORRECTNESS: Julie O. Bru City Attorney City of Miami, a municipal corporation of the State of Florida Johnny Martinez, P.E. City Manager APPROVED AS TO INSURANCE REQUIREMENTS: Calvin Ellis Risk Management Director [End of signature pagesi Exhibit A City Resolution [To be attached] Exhibit B Project Costs, Contractor's Fire Alarm Proposal, and RJA's Proposal [To be attached-]