HomeMy WebLinkAboutItem #03 - Discussion ItemCITY Of MIAMI/UNIVERSITY OF MIAMI
JAMES L: KNIGHT INTERNATIONAL CENTER
REQUEST FOR PROPOSAL
INTRODUCTION
The City of Miami, Florida is engaged in the development of a
major Convention Center to be located on a six acre city owned
downtown site on the Miami River. The total development cost of
the City of Miami's Convention Center exclusive of land costs is
$10.5 million.
In addition, the City of Miami has signed an Agreement with the
University of Miami to develop on this site an international
continuing education center. The additional development cost
for this Conference Center is $3.25 million.
The City of Miami's planscall for further development of this
facility as a Mixed Use Development by participation of the private
sector in the development and operation of the commercial facil-
ities essential for the successful operation of the Convention
and Conference Center by means of a long term lease of air rights
of parts of the site to a prospective developer.
Design Development Drawings, Economic Feasibility Study, Market
Analysis, and the City's Agreement with the University of Miami
have been furnished to all developers who responded.
Based upon the background material sent by developers in response
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to the Request For Proposals, the Cites selection committee has
pre -qualified five prospective developers who have the ecperiencei
eXpertise and financial resources available to them to join with
the City in completing the Development of this project,
Invitation
The City of Miami invites selected Developers to submit their
proposals for the development of the City of Miami/University of
Miami James L. Knight International Center project. Proposals
should be prepared along the guidelines indicated in this Invita-
tion. The City will receive proposals up to 2:00 p.m. on September
16, 1977.
Attachments
In addition to the documents previously sent to all respondents to
the Request For Proposal, the following documents are part of this
Invitation:
1. Report entitled "The James L. Knight International Center
Impact on the Downtown Environment", June 1977, prepared by
Post, Buckley, Schuh & Jernigan, Inc.
2. Report, attached to above report as Appendix A, entitled
"Economic Impact of James L. Knight International Center,
Preliminary Discussions" dated 22 June 1977, prepared by
Gladstone Associates.
3. One set of contract drawings, marked "Not For Construction"
29 July 1977. A complete index of the drawings will be
sent to each Developer, under separate cover. The working
drawings are at the 75% point of completion.
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4. One set of the
Construction"t
specifications
outline specifications, marked "Not Fot
29 duly, 1977, A complete ihdek of the
together with the specifications, will be
sent to the Developer, under separate cover,
5, Prelitinary Construction Cost Estimate, dated Nov. 18, 1976,
prepared by W. Cole Early. An updated Preliminary Construe
tion Cost Estimate,
dated 15 August 1977, will be sent to
each Developer under separate cover.
The updated Estimate
will be prepared from the set of contract drawings and
specifications mentioned above,
Project Status
Funding. The City has funds for this project consisting of proceeds
from a $4.5 million G.O. Bond issued in 1966 and $5.3 million in
proceed from the sale of land on Virginia Key to the Miami -Dade
Water and Sewer Authority. The City has applied for a Local Public
Works Grant from the Economic Development Administration to complete
this project.
The University of Miami has been
given a grant of
$3.25 million by the James L. Knight foundation for their conference
center. The Construction cost of the conference center is $2.5
million.
Architect/Engineer. The architect/engineer is 75% with the
Construction Document Phase of the Convention and Conference Center
portions of the project. It has been necessary for the A/E to
outline the public areas on the ground and main floors, but the
definition and design of these spaces is left to the developer's
discretion.
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Land Acquisition. The City has purchased all the land requited for
this project for $4.793 Million. The appraised value of this
property is in excess of $8 million.
RSSPONSIBILITtES
The Developer's Responsibilities
The Developer is to provide a financial plan detailing the proposed
means of financing the development of the private sector of this
project.
The Developer is to provide the consulting and operating services
of an established hotel management organization.
The Developer is to provide the consulting and operating services
of an established food services organization.
The Developer is to provide the consulting and leasing services
of an established retail packaging organization.
The Developer is to provide the programming, planning and design
leadership for the hotel, retail and restaurant facilities. In
order to simplify coordination, minimize cost and eliminate
ambiguity, it is recommended that the Developer retain the City's
architect/engineer, Ferendino, Grafton, Spillis and Candela to do
the construction document phase of their work.
The Developer is to provide construction management services for
the total project.
The Developer is to manage the hotel, retail and restaurant
facilities directly or by sub -lease subject of approval by the
City.
The Developer is to provide food and beverage service to the
City and University meeting rooms and hall as required.
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the Cityts Responsibilities
The City will provide project development services to monitot
progress during the development and construction phase.
The City will make progress payments to the Developet during the
construction phase for the work completed on the City and tJn versity
spaces,
The City will provide programming services to ptomote convention
and conference sales for the use of this facility.
The City will provide operational staff to clean, maintain air
condition and secure the convention and conference centers and
the public areas of the first four levels of the facility.
PROPOSAL GUIDELINES
General
The City desires that each Developer subtnit sufficient informa=
tion in his proposal that will describe the Developer's qualifica=
tiohs to undertake the development of this project and that will
describe a comprehensive plan for the development.
The proposal should follow the format outlined below:
2ualifications
The Developer is requested to provide the City with information
concerning his background experience as a developer. This infor-
mation should consist of a factual account of the Developer's
history, including the following details:
1. Ownership. In this section, the Developer will advise the
City of the legal description of his firm -sole proprie-
torship, joint venture, corporation or other business
entity; the firm's legal address and, in the case of a
corporation, the State under which it is chartered; a
list of principals, their addresses and, in the case of
partnerships, or joint ventures, their individual share of
ownership.
2. History. In this section, the Developer will provide the
City information about his history -when the firm was
formulated, what is the size of the organization, what
projects have been undertaken and the relative merits of
each of project undertaken in the past five years.
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3. Financial Worth. In this section, the Developer will.
submit financial statements covering the past five years
and will list lending and banking institutions which he
deals with and which could provide the City with ihfortna.,
tion about his financial stability.
4. Other Information. In this section, the Developer will
have the opportunity of advising the City of his special
qualifications and experience that should be considered
in evaluating his proposal.
Development plan
The Developer will be required to furnish the City with the fol-
lowing details concerning his approach to the development of his
project.
1. Financing. In this section, the Developer will outline
his plan for financing the project, and the anticipated
source of the financing, and the time required to package
a firm financial commitment.
2. Organization. In this section, the Developer will describe
his proposed organization which will manage this project.
The plan should include the organizational structure and
resumes of key personnel.
3. Design and Construction. In this section, the Developer
will describe his approach to the design and construction
of the project. Of importance to the City is the Developer's
proposed methods he will use to control the aesthetic and
functional quality of the design and the cost of construction.
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The Developer will also provide the City with a time table
of key design and construction target dates.
4. Operations. In this section the Developer will describe
his proposed methods of operating the completed facilities.
Of importance to the City is his overall business approach
to the operations and maintenance of the proposed complex.
The Developer should describe his proposed organizational
structure that will conduct the affairs of the facilities,
touching upon training programs and objectives, maintenance
and repair programs, advertising and promotional programs,
bookeeping methods and other aspects that the City ought to
know in evaluating the proposal.
5. Management. In this section the Developer will delineate
the management responsibilities, identify the principals or
outside sources directly responsible for the programming,
marketing, and management of the hotel, retail and restaurant
sectors of the development.
6. Phasing.
In this section the Developer should express his interest
in developing Phase B, including his time table for the
development and any conditions that the City ought to consider
in evaluating his Proposal.
Contract
The City looks to the Developer to prepare a contract form whereby
the City and the Developer may enter into an instrumentality for
undertaking this project.
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Feasibility
the City has investigated the feasibility of the project and
found it an attractive one in many respects. In investigating
the economic feasibility of the project, the City's consultants
have prepared Pro-Formas for both a 300-room Hotel and a 500.,rooth
Hotel, plus related retail sales. The Developer is requested to
examine the Pro--Formas and to comment, amend or revise to reflect
the economic considerations of the developer.
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lab{e 1.
7-15-77
HOTEL ROOM, SALES
300 RO0fl uCTa
MIAMI, FLORIDA
Developer's Estimate
Peak/ Non -Peak?! Total Peak Non -Peak Total
1. Annual Room Days 27,375 F2,125 109,500
2. Annual Occupied Days/ 23,270 55,025 73.295
3. Composition of Trade'/
Tourist 4,654 5,503 10,157
Business 4.654 11,005 15,659
Convention 13,962 38,517 52,479
4. Room Sales-5
/
Tourist $255,970 $231,125 $487,095
Business $255,970 $462,210 $718,16i1
Convention $628,290$1,348,095 $1.976,385
Total $1,140,23US?,041,.436 E L ,EZU
5. Average Room Pate6! $49.00 $37.10 $40.6''
1( Assumed to be a t'irce ru•.itf; period.
2/ Assumed to be a nine month period.
s,' Peak occupancy estimated at 85% with non -peak occ►►p;,ncy set at 67%.
4/ For tourist, business and convention trade, the composition was set at.20%,2.04,50% for peak season, and,
10Z.20%,70% for non -peak season.
5/ For tourist, business and convention
$35 fc: non -peat. season.
6! Total room sdles divided by annual occupied days.
Source: Gladstone Associates.
room sales, the rates were $55,$55,$d5 for peak season;, and $4?,442`,
2.
7-15-77
A. Total Occupied PoDm Sales
B. Operating Statem2nt
1. PpartTontal 5a1s
TV
“7-er
G3n5'')
300 UNIT HOTEL
As A Of Roo'3 5610s
1!ni!. Yot-,1
$3,181,660
a. Room 10'!' $3,181,660
b. r7lod 5', 0,749,905
c. '6,..zr:J.qe 3) $ 954,500
d. Otr $ 254,535
e. Tc141 15 $6,140,600
2. 0etr,!ntal E>:pcnditurs
a. Roor)s l'' $ 604,0'5
b. food 43 $1,368,115
c. Beverarie 21 $ 668,155
. Other $ 222,715
'11 $2,863,500
c. Total --..:
C. Gross Operating income 1/ 103' $3,277,T00
11 Departmental sales less (1.,:artmr!ntal expenditure.
Source: Gladstone A3SOCiO.Z.CS.
Developer Estimate
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D. Undistributed Expenses
1. AciminisLrative & "er;rral
a. Payroll
b. EA.plo,'2c,' Bencf Ls
c. General Insurance
d. Bad P.f,, y
e. Other J
f. St,Ut::ta
2. Advertising & Proco-ion
3. Utilities
4. FQ”airs raintenance
5. Replacement
6. Subtotal
7. Total
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3J0 UNIT ti3TEL
A; A °; (f G;•oss Ojerating Incoir2 3CO' Unit Hate Developer~ stfrna
C".
44%
1/ Includes personal and property real estate taxes estimatedto be 9% of G.C.I.
Source: Gladstone Associates.
$ 196,625
$ 32,77G
$ 32,770
$ 64,54G
$ 360,480
$ 687,185
$ 196,62.5
$ 229,400:
$ 196,625
$ 131,!00
$ f53•,,Z50
$1,440,935
Ys..+,.. ems.
7 7-1:►-77
Total Sales r
Less:
Department Expenditures
Undistributed Expendtturns
Total Expenditures
C. House Profit
'Total
As Percent of Room Sales
As Percent of T„td1 Sale,
Source: Gladstone Associates.
}:)': . f;'.)FiT
UNI1 MOTEL
Conventional "Downstairs Deleted" Developer Estimate
$6,140,600 $3,436,195
$2,863,500
$1,440,935
$f327,230
$i': ,147,955
$4,304,435 $1,975,185
$1,836,165
57.7%
29.9%
$1 ,461,010'
45.9%
42.5%
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Table 5.
7-15-7/
MODIFIED HOTEL CAPITAL COST COMPUTATION
JAMES L. KNIuifl INTERNATIONAL CENTER
ADJUSTED FOR DELETION OF "DOWNSTAIRS" USE
300 Room Hotel
A. Debt Calculation Conventional "Downstairs Deleted" Developer Estimate'
1. Operating Indome $1,836065 $1,461,010
2. Capitalization Rate 12% 12%
3. Capitalized (i.e., Economic) Value $15,301,375 $12,175,100
4. Loan -To -Value Ratio 757 75.E
5. Mortgage Obtainable $11,476,000 $9,131,325
6. Debt Service Constant 11.0. 11.0
7. Annual Debt Service $1,262,365 $1,004,450
8. Equity & Capital Cost OLdget Calculation
1. Operating Income $1,836,165 $1,461,010'
2. Less: Debt Service ($1,2C2,36F) ($1,004,450')
3. Net C_sh i:c.- ;3cfcre Taxes, L2,,r.) $ 573.8u0 $ 45u,560
4. Net Cash Flow To Equity $ 573,800 $ _456,560
5. Equity Yield (Cash -On -Cash Return) 15% 15%
6. Capitalized Value of Equity $3,825,300. $3,043',735
7. Plus: Mortgage $11,476,000 $5,131,325
8. Total Capital Cost Budget $15001,300 $12,175,0FO'
- Per Room $ 51,000 $ 4w.i•3()
SELECTION PROCESS
A selection committee or City staff, with sote reptesentatioh
from the local business community will reView all proposals,
evaluate them and make a recommendation to the City Commission
in ordet of preference.
With approval of the City Commission, the selected developer
will be given a Letter of Intent and instruction to secure a
firm financial committment within 90 days.
Simultaneously, negotiations will proceed with the prospective
developer in order that an agreement can be reached between the
City and the Developer in the 90 day period.
During the 90 day period the Developer is to provide design
input and criteria to the City's Architect/engineer for the
hotel, retail and restaurant spaces.
In the event that a firm financing plan cannot be committed
or a reasonable agreement cannot be negotiated within 90 days,
the City will then open negotiations with the second prefered
developer.
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4.
CONTRACT PHASE 1 (A)
PPI C NSTRUCTION__ tfIV1C1 g
A. WE PROPOSE_ TO PROVIDE THE FOLLOWING PRE"CONSTRUCTION SERVICES:
1. COST EVALUATION AND RECOMMENDATIONS ON CITY/UNIVERSITY FACILi?itS,
2. SCHEDULING OF ENTIRE PROGRAM.
3, ESTIMATING SERVICES OF ALL CONSTRUCTION ELEMENTS.
4. ECONOMIC ANALYSES,
5, SPACE EFFICIENCY STUbiES.
6. LtASION WITH ALL PARTICIPANTS; CITYA-UNtVERSITY
CITY"STATE',GOVERNMENTAL AGENCIES
HOTEL MANAGEMENT FIRM
ARCHITECTS ANb ENGINEERS
FINANCING PARTICIPANTS
B . OBJECTIVE Y- TO BEGIN CONSTRUCTION BY DECEMBER ] 977.
C. COST 170 OF AGREED UPON CITY/UNIVERSITY CONSTRUCTION BUDGET.
C N1 AC? 13 4ASt t (S)
CONStil[:1CtION_.MANAi SMISN'fi...sSI V`.tC%S
A. WE P€IOPoSE TO PROVIDE CONSTRUCTION MANAGEMENT SERVICES AS FOLLOWS:
1) PROCUREMENT SERVICES = SUbCONTRACTs es MATERIALS
2) SUPERVISION CONSTRUCTION COORDINATION
3) COMPUTERtZEb SCHEDULING
4) ACCOUNTING AND CONTRACT ADMINISTRATION
5) cost CONTROL
6) REPORTING
7) usoR RELATI°Ns
8) COORDINATION OF VARIOUS PARTICIPANTS OBJECTIVES
13 . OBJECTIVE:
1) TO PROVIDE EFFICIENT AND PROFESSIONAL CONSTRUCTION MANAGEMENT
SERVICES TO THE CITY/UNIVERSITY.
2) TO PLACE A "PERFORMANCE RISK" (Loss OF FEE) ON THE DEVELOPER IF
rINANCING FOR THE "PRIVATE SECTOR" IS NOT OBTAINED.
3) TO REDUCE THE C*TY EXPOSURE.
C . COST;
REIMBURSEMENT OF DIRECT OUT OF POCKET EXPOSURE ONLY UNTIL
"PRIVATE SECTOR" FINANCING 1S FUNOiP AT WHICH TIME A FEE OF
2.9% SHALL BE CHARGED AND MADE RETROACTIVE TO BEGINNING ON ALL
CONTRACTS EXECUTED ON BEHALF or THE CITY/UNIVERSITY.
CONTRACT PHASE IL
MOTEL _ RETAIL - MEETING ROOMS
bSVELbt'MEN? & CONSTRUCTION
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A. WE PROPOSE TO BUILD:
i. APPROXIMATELY 500 FIRST CLASS HOTEL ROOMS.
2. APPROXIMATELY 30,000 S.F. OF SPECIALTY RESTAURANTS AND RETAIL.
3. APPROXIMATELY 10,500 S.F. OF MEETING ROOMS IN ADDITION TO ?HE
CITY/UNIVERSITY.
4. AUXILIARY ITEMS AS REQUIRED TO CAUSE THESE FACILITIES TO OPERATE.
B WE PROPOSE TO INVEST $5.000,000 AS PART of OUR FINANCIAL PLAN IN THE
CITY/UNiVERSttY SASE FACILITY.
C. WE PROPOSE TO MAKE AVAILABLE THE SUM OF $2506000 AS PART OF OUR
FINANCIAL PLAN FOR THE PRE -PROMOTION, PRE -OPENING, AND PRE -SELLING
OF THE TOTAL COMPLEX.
(THIS SUM 15 ESTIMATED TO BE 50% or THE TOTAL REQUIRED,)
ID. WE WILL PROVIDE SUFFICIENT WORKING CAPITAL FOR THE "PRIVATE SECTOR"
OPERATIONS.
OBJECTIVE - TO PRODUCE A VIBRANT MIXED USE COMPLEX THAT FUNCTIONS AS
A SINGLE DESTINATION FACILITY ACCOMMODATING CONVENTIONS,
CONFERENCES, CONTINUING EDUCATION PROGRAMS, LODGING AND
SHOPPING.
COST - APPROXIMATELY $23,000.000 TO BE BORNE BY THE DEVELOPER.
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CbNfiF:ACT F'HAtt III
Oi i=f3AtiONS.
1) THE bEVELOiiERi THROUGH A MANAGEMENT FIRMi WILL MANAGE IN A PARS?
CLASS MANNIrfI:
A' THE HOTEL
B) Fbbb AND BEVERAGE FACiLiTttS
C) RETAIL SHOPS
2) THE CITY AND UNIVERSITY SHALL OPERATE THEIR FAciLITIES iN A SIMILAR
MANNER AT THEIR EXPENSE,
3)
THE CITY, THE UNIVERSITY AND THE DEVELOPER SHALL OPERATE AND
PROMOTE THE FACILITY TO THE COMMON GOOD OF ALL AND IN ACCORDANCE
WITH THE PROGRAM OBJECTIVES ESTABLISHED BY THE GOVERNING BOARD,
4) THE GOVERNING BOARD SHALL BE COMPOSED OF MEMBERS OF THE CITY, THE
UNIVERSITY, AND THE DEVELOPER WITH THE DEVELOPER OR HIS
REPRESENTATIVES) HAVING A VOICE EQUAL TO THE CITY/UNIVERSITY.
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Utttt eirY/UNIVtOtSITY
2) THAT PERFORMANCE RENT bE sUtokbINATE To DEBT SERVICE AND RETURN
MORTDADEABLE ANO ACCEPTABLE TO OUR LENDERS AND INVESTORS&
I) THAT THE LEASEHOLO AGREEMENT hti-WtEN THE DEVELOPER AND CITY BE
TO EQUITY IN THE AMOUNT O $2.4500000 OF HOTEL/"PRIVATE SECToRn
EARNINGS PER ANNUM. M—
U, THE EXTENT THAT SUCH RENT IS NOT PAtb CURRENTLY t SUCH RENT
SHALL ACCRUE AND BE PAYABLE OUT OF IRs? AVAILABLE DASH FLOW
AFTER CURRENT PAYMENTs,
3)
IN ORDER THAT THERE NOT at A DOUBLE PAYMENT TO THE CITY, AGREE,-
MENTs ARE To BE REACHED THAT PROVIDE FOR A CREDIT To THE DEVELOPER
FOR THE CITY PORTION OF THE REAL ESTATE TAXES PAID.
4) THAT THE bEVELOPER HAVE THE RIGHT To DEVELOP PHASE B (DALLAS PARK
HOTEL SITE) UNDER TERMS AND CONDITIONS MUTUALLY ACCEPTABLE.
IN RECOGNITION OF THE SIGNIFICANT INVESTMENT BY
THE CITY ANb THE UNIVERSITY, AM" IN CONStbERA=
?ION OF THE PROPOSEb EXECUTION OF A LONG 'TERM
(MINIMUM 75 YEARS MOR1`GAGE LEAst AGREEMENT
WITH THE CITY, WE PROPOSE TO PAY A BASE RENT
AND A PERFORMANCE RENT TO THE CITY AS FOLLOWS:
SASE RENT
(BEGINNING UPON COMPLETION OF ',HAM A
AND OPENING OF THE HOTEL)
YEAR
1 150, 000
2 150, 000
3 175, 000
4 175,000
5 200, 000
6 200, 000
7 225, 000
8 225, 000
9 250, 000
10 250, 000
PERFOfMANCE RENT
(IN ADDITION TO BASE RENT)
SALES LEVEL ROOMS ONLY)
NET OF COMMISSIONS
0 ro 5,000,00
5,000,000 ro 5, 500,000
5, 500,000 To 6,000,000
6, 000, 000 ro 6, 500,000
6, 500, 000 ro 7, 000,000
7,000,000 ro 7, 500,000
7, 500,000 ro 8,000,000
8,000,000 ro 8.500,000
8, 500,000 ro 9,000,000
9,000,000 ro 9, 500.000
9, 500, 000 ro 10, 000, 000
10, 000, 000 & ABOVE
-0-
2.0
2.3
2.6
2.9
3.2
3.5
3.8
4.1
4.4
4.7
5.0
ESTIMATED DEVELOPMENT COSTS
MIAMI INTERNATIONAL CENTER HOTEL
s00 no0ms
CO TIbUtION TO 5E tLNEf $5,0001000
OirrAML ?ENANT FINISH & IIMOUIREb ENCLbSL$ tS 3000000
500 RCou towtR 280,000 sr @ $ 31.25 8,750 000
FF`&e INCLUDING K$TCHENS, RE5TAURANTs, OARS, rte. (500 0 $7,000) 3,500,000
Mkt tbwEt (4%?) 350,000
FF&e DESIGN PEES . $ 100,000
TECHN$CHAL ASSiS`tANCE PEE (MANAGEMENIR T FM) 100, 000
DEVELOPERS OVERHEAb (24 mos. 11SK) 360,000
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FINANCING:
CONSTRUCTION FEE 1/2% 105,000
PERMANENT FEE 210,000
GAP PEE 3% 90,000
INTERIM INTEREST 1,700,000
PRE•OPENING EXPENSE (SPLIT WITH CITY) 250,000
OPERATING CAPITAL 250,000
INITIAL OPERATING LOSS RESERVE 500, 000
SUB -TOTAL $21,765,000
CONTINGENCY & DEVELOPERS FEE (2 &,3%)+ 1,035.000
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TOTAL DEVELOPMENT COST $22, 800, 000
BAsEb UPON 'tHE ABOVL PRo FORMA, RtNts TO t'HE ol`r i SHOULb APPRoxIMA?E
tHE FOLLOWING:
PERFORMANCE
RASE RENt RENT` 1O1AL
YEAR 1 $150,000 $ -0r. $150,000
2 150,000 127,700 277,700
3 175,000 157,400 332,400
4 175,000 165,300 340,300
5 200,000 193,600 393,600
6 200,000 224,200 424,200
7 225,000 235,400 460,400
8 225,000 308,300 495,400
9 250,000 308,300 558,300
10 250,000 349,200 599,200
TOTAL OVER
10 YEAR
PERIOD $2, 000, 000 $2, 031, 500 $4, 031, 500
AVERAGE
PER YEAR $200,000 $203,150 $403,150
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Occupancy
Rate:
500-ROOM MIAMI INTERNATIONAL CENTER HOTEL.
PRO -FORMA
TEN YEAR PROJECTIONS
60% 70%
-141.00 - Escalate 6% Per Year
72% 72% 721 72% 72% 72* .72%
RESERVE x
Rooms 4. $4,490 $5.552 $6,053
Food 30 2,993
Beverage 20 1.995 6,170 6,726
Telephone 2.5 250 308 336
Other 2.5 250 308 335
TOTAL REVENUE 100 9,978 12,338 13.451 $14,259 115.115 $16,022 $16,983 818,002 109,,082 1120,2 1
DEPARTMENTAL EXPENSES
Rooms 26 1,167 25 1,388 24 1,453* Escalate All Expenses 6t Per Year
Food & Beverage 75 3,741 73 4,504 71 4,776
Telephone 140 350 140 431 T40 470
TOTAL DEPARTMENTAL EXPENSE 52.7 5.258 51.3 6,323 49.8 6.69% 7,101 7,527 7,979+ 3,457 8,965 9E,503 105,n7
GROSS OPERATING INCOME 4,720 6,015 6,752 7,158 7,588 3,043 8,526 2,037 9E.579 100b4
DEDUCTIONS FROM INCOME
Administrative & General 6.5 650 6.0 740
Advertising & Sales 5.0 500 5.0 617
Utilities 4.5 450 4.5 555
Repairs & Maintenance 3.0 300 3.0 370
Base Management Fee 3.0 300 3.0 370
Reserve for Replacement (325/Rm) 1.6 163 1.4 172
TOTAL DEDUCTIONS FROM INCOME 23.6 2,363 22.9 2,824 23.0 3,094 3,286 3,476 3,685 3,906 4,144 4,389 41,62
GROSS OPERATING PROFIT 23.6 2,357 25.9 3,19I 27.2 3,658: 3.878 4,112 4.3581 4,620E 4,896 5,198 5.502
OTHER EXPENSE
Real Estate Taxes/Base Rent 425 500 600
Insurance 60 60 60
TOTAL OTHER EXPENSE 485 560 660 700 742 786E 833 883 936 99W
Operating Income 1,872 2,631 2,998 3,178 3.370 3,572 3,787 4,013 4.251E 4s10
LESS: Incentive Management
Fee (25% Over 2.3MM) -0- 83 175 220 268 318 37T 428E 488E 55)
SUB -TOTAL 18.8 1,872 20.7 2,548 20.9 2,823 2,958 3,102 3.254 3,416 3,585 3.768 3 "Ii
NET RENTAL INCOME (Stores) 210 210 210 223 236 250 265 282 298e
(30.000 0 7.00 7)
NET INCOME AVAILABLE FOR DEBT SERVICE
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0.
$2,082
$2 ,758 $3,033 $3,181 13,338 13,504 13.681 $3,687 *4.064 14,373
CONSTRUCTION MANAGEMENT
SERVICES AGREEMENT
BETWEEN
CITY OF MIAMI, a Municipal Corporation
Under the Laws of the State of Florida
AND
MIAMI ASSOCIATES, INC.
A Florida Limited Partnership
CONS 'RUCTION, MANAGEMEF T
$ERVICES AGREEMEtvT
THIS AGREEMENT, made and entered into at Miami, Florida this_
day of _.........,__.:. , 1978, by and between CITY OF MIAMI, a Muhicipa1 Corp-
oration under the laws of the State of Florida, (hereinafter referred to
as "CITY"), and MIAMI ASSOCIATES, LTD,, a Florida Limited partnership
(hereinafter referred to as `'CONSTRUCTION MANAGER")
W I T N. E S S E T R
WHEREAS, pursuant to the mutual goals and purposes of the City of
Miami and the University of Miami, CITY has been designated to construct
a multi -purpose downtown Convention Center to be known as the CITY Or
MIAMI/UNIVERSITY OF MIAMI JAMES L. KNIGHT INTERNATIONAL CENTER, (here-
inafter referred to as the "PROJECT"); and
WHEREAS, as a result of the considerable construction management
and developmental knowledge experienced by Turner Construction, Incorp-
orated, and Frank J. Rooney, Incorporated, partners in MIAMI ASSOCIATES,
LTD., CITY desires to engage CONSTRUCTION MANAGER to perform construction
management and developmental services for the publicly funded portion of
the PROJECT during the design and construction phases of the PROJECT to
ensure that this portion of the PROJECT will properly interface with the
privately funded portion of the PROJECT to be constructed contiguously;
and
WHEREAS, the total Project Budget has been approved by the Commis-
sion of the City of Miami in an amount of $41,820,100.00, by Resolution
No. sated ; and which amount is funded by the City
of Miami Convention Center Bond sales in the amount of $4,500,000, by the
City of Miami Capital Improvement Fund in the amount of $1,397,100 and
City of Miami proceeds from land sales in the amount of $5,300,000, by
Capital Improvement Funds of the University of Miami in the amount of
$3,250,000, by a grant from the Economic Development Administration (EDA),
u, S. Department of Commerce, to the City of Miami in the amount of
$4,373000, and by the Developer, MIAMI ASSOCIATES, LTD., in the amount
of $23,000,000; and
WHEREAS, the Commission of the City of Miami has approved and ac-
cepted the proposal submitted by the Developer, MIAMI ASSOCIATES, LTD.
by Resolution Fo, 77820, dated 19 October 1977, whereby the CITY will
enter into a Lease Agreement and into a Construction Management Services
Agr+anent with the bE`EtOPER, MIAMI AssoCIATESf tTb,t and
WHEPEA8, the Com issien of the City of Matti has authori2ed and
directed the CI`' MANAGER to negotiate and to enter into the Construc-
tion Management Services Agreement under the terns and conditions con-
tained herein, by tesoiution No.
dated and
NOW, THEREFORE, for and in consideration of the mutual promises
herein contained and for other good and Valuable consideration, the re-
ceipt and sufficiency of which are hereby acknowledged, the parties here-
to do hereby agree as follows:
ARTICLE 1
THE CONSTRUCTION TEAM AND_ EXTENT OF AGREEMENT
A. The CONSTRUCTION MANAGER accepts the relationship of trust and
confidence established between him and the CITY by this Agreement. Re
covenants with the CITY to furnish his best skill and judgment and to
cooperate with the CITY'S CONSULTANTS in furthering the interests of the
CITY. He agrees to furnish efficient business administration and super-
intendence and to use his best efforts to complete the PROJECT in the
best and soundest way and in the most expeditious and economical man-
ner consistent with the interest of the CITY.
B. The Construction Team: The CONSTRUCTION MANAGER, the CITY, and
the CITY'S CONSULTANTS shall be called the "Construction Team" and shall
work together during the design and construction phases of the PROJECT.
The CONETRUCTION MANAGER shall provide leadership to the Construction
Team on all matters relating to construction.
C. Extent of Agreement: This Agreement represents the entire agree-
ment between the CITY and the CONSTRUCTION MANAGER and supersedes all
prior negotiations, representations or agreements. When Drawings and
Specifications are complete, they shall be identified by amendment to
this Agreement. This Agreement shall not be superseded by any provi-
sions of the documents for construction and may be amended only by writ-
ten instrument signed by both CITY and CONSTRUCTION MANAGER.
D. Budget; The City and the Developer together have budgeted the
amount of $41,820,100 for the Total Project Cost of the Convention Center
and Hotel facilities with Site Development, This amount includes the
following:
2
1. Publicly funded portion of project
Lahti Ae uisition $4,992,500
Developmental Costs 2,827,600
Construction Costs IS,00(,000
Total budget Publicly funded portion $23,820,100
* Includes $5,000,000 as DEVEboPER's Contribution.
2. Privately funded portion of Project
Developer's Contribution $ 5,000,000
Construction and Financing 18►000► 000,
Total Budget - Privately funded portion 23,000,000 **
* Distribution of this amount is included under pub-
licly funded portion hereinabove.
** Minimum estimated amount
E. Budget Control: The CONSTRUCTION MANAGER shall be responsible
for controlling the budget of the PROJECT within the funds available to
the CITY.
F. EDA Requirements: The CONSTRUCTION MANAGER shall be responsible
for complying with all EDA requirements.
G. Fees: The CITY agrees to pay and the CONSTRUCTION MANAGER agrees
to accept as payment in full for all professional and technical services
rendered, as outlined in ARTICLE 4 - CONSTRUCTION MANAGER'S SERVICES,
hereof, the LUMP SUM FEE of FIVE HUNDRED EIGHTY FIVE THOUSAND AND NO/100
DOLLARS ($585,000.00); and the CITY agrees to pay and the CONSTRUCTION
MANAGER agrees to accept as payment in full for OUT-OF-POCKET EXPENSES
incurred by the CONSTRUCTION MANAGER for all professional and technical
services rendered as outlined in ARTICLE 9 - GENERAL CONDITIONS.
ARTICLE 2
DEFINITIONS
A. CITY - is hereby defined as The City of Miami, Florida.
B. CITY MANAGER - is hereby defined as the City Manager of the
CITY.
C. PIREGTOR - is hereby defined as the CITY'S Project Director,
p, CONSTRUCTION MANAGER - is hereby defined as Miami Associates,
Ltd,
F. DEVELOPER - is hereby defined as MIAMI ASSOCIATES, LTD,
F. PROJECT - is hereby defined as the
-4;eftber, consisting of the City of Miami Convention Center4the Univer-
3 Oct A/C. ' '4// 4--
*
city Of Miami Coiafete ,de Cetttet, a first class Hotel, retail spade and
related facilities, The City of Miati Convention Center will include a
5, 000 seat Auditoti tht, 10 meeting and SeThinat HooMS, varying from 10
seats to 500 seats and approximately 40,000 square feet of exh bitioft
spacer The UniVetsity of Mini Conference Center will include a 500 seat
Auditorium, a 150 seat Auditorium, 4 classtooms and seminar rooms, 60
seat and 30 seat, respectively, a 'technical and Audio -Visual Department
and a Self -Instructional Library. The Hotel and related spaces will in-
clude at least 500 first class hotel rooms, approximately 40,000 square
feet of speciality retail space, restaurants, lounges and other food
facilities and approximately 11,000 square feet of Meeting Rooms, as
well as sufficient space for servicing the Hotel and related facilities.
The PROJECT is divided into the Public Sector, generally referred
to as the "Convention Center" and the Private Sector, generally referred
to as the "Improvements", more specifically described in the LEASE AND
AGREEMENT.
G. ART WOP.K - is hereby defined as the art work to be provided
based on the scope of the PROJECT as set forth in CITY Ordinance No.
8227 and Dade County Ordinance No. 73-77.
H. WORK -is hereby defined as all the professional and technical
services to be rendered or provided by the CONSTRUCTION MANAGER, as
described in ARTICLE 4 - CONSTRUCTION MANAGER'S SERVICES and in ARTICLE
9 - GENERAL CONDITIONS.
I. CONSTRUCTION COST -is hereby defined as total final contract cost
of the PROJECT to the CITY but it shall not include any of the CONSTRUCTION
MANAGER'S fees or CONSULTANT'S fees or the cost of any survey, legal,
finance, administration or similar services and land acquisition furnished
by the CITY or any cost of furniture with the exception of auditorium
seating or furnishing or unattached equipment purchased by the CITY.
J. LUMP SUM FEE - is hereby defined as the amount of money the CITY
agrees to pay and the CONSTRUCTION MANAGER agrees to accept as payment
in full for all the professional and technical services rendered pursuant
to this agreement, to complete that portion of the WORK as further defined
in ?ARTICLE 4 - CONSTRUCTIQN MANAGER'S SERVICES, hereof,
K. OUT-OF-POCKET EXPENSES „ is hereby defined as the amount of money
the CITY agrees to pay and the CONSTRUCTION MANAGER agrees to accept in
payment in full for all professional and technical services rendered pur-
suant to this Agreement, to compete that portion of the WORK as further
defined in ARTICLE 0 OENERAt CONDITIiNS.
L. DIRECT TECHNICAL SALARY EXPENSE - is heteby defined as the
straight -tithe pOrtiOn of wages and salaries subject to Federal Ihoott
Tax of the CONSTRUCTION MANAGER'S technical personnel (Construction
Managers, Projeet Managers, Engineers, Estirttaters, braftsttten, Trade
Coordinators, Construction Accountants, Field Clerks) engaged directly
in the PROJECT. The Direct Technical Salary Expense charged against the
PROJECT for any personnel shall rot exceed the rates and payroll burden
as shown on Exhibit ii
It
M. PROJECT bIRECTOR - is hereby defined as the Director of the
PROJECT for the CITY.
N. CONSULTANTS - is hereby defined as those consultants engaged
by the CITY to provide professional design and special consulting ser-
vices for the PROJECT. As of the date of execution of this Agreement,
the CITY has engaged the following consultants for work on the. PROJECT:
ECONOMIC FEASIBILITY
ARCHITECT/ENGINEER
Gladstone Associates, Inc.
1401 Brickell Avenue
Suite 502
Miami, Florida 33131
Ferendino,Grafton,Spillis,Candela
800 Douglas Entrance
Coral Gables, Florida 33134
ARCHAELOGICAL EXPLORATION State Historic Preservation Office
Division of Archives, History and
Records Management
Department of State
The Capitol
Tallahassee, Florida 32304
LABORATORY TESTING
Wingerter Laboratories, Inc.
1820 North East 144 Street
North Miami, Florida 33161
O. TRADE CONTRACTORS - is hereby defined as Construction Contractors
engaged by the CITY by competitive bidding procedures to provide construc-
tion services for the PROJECT.
P. SUPPLIERS - is hereby defined as manufacturers, wholesale or re-
tail supply businesses engaged by the CITY through competitive bidding
procedures to provide equipment, materials, supplies, goods or services
not otherwise provided by TRADE CONTRACTORS for the PROJECT.
Q. DAY - is hereby defined as calendar day.
Al��'1CbS �
YkOnCT .rillATUg
?or purposes of this A+ reeMent the PROJECT shall be that facility Substans.
tially delineated ift the CohStruetioh boctutehts prepared for the City of
Miami and the university of Miami by Perendittb# Graftoh# Spiiiis and Candela
dated September 28, 1976, revised DeceMber 13, 1576, and Outline prei ti
nary Specifications therefor prepared by the same firm, dated October,
1976.
It is agreed by the CITY and by the CONSTRUCTION MANAGER that the
above Construction Documents are partially complete as of the date of
this Agreement.
ARTICLE 4
CONSTRUCTION MANAGER'S SERVICES
A. The CONSTRUCTION MANAGER in close coordination with the CITY
shall perform the following professional and technical services compris-
ing the WORK and shall be fully responsible for all the professional and
technical aspects thereof. The CITY'S review and approval of the WORK
will relate only to overall compliance with the general requirements
of the PROJECT and whenever the term "Approved by the CITY" or like terms
is used in this Agreement, the phraseology shall in no way relieve the
CONSTRUCTION MANAGER from any duties or responsibilities under the terms
of this Agreement.
B. The Construction Manager shall act as an agent of the City in
performing the duties described in this Agreement during each of the
three phases of work: Design Phase, Interfacing Phase and Construction
Phase.
C. Design Phase
1. Consultation During Project Development: Schedule and
attend regular meetings with the CONSULTANTS during the development of
conceptual and preliminary design to advise on site use and improvements,
selection of materials, building systems and equipment. Provide recom-
mendations on construction feasibility, availability of materials and
labor, time requirements for installation and construction, and factors
11
related to cost including costs of alternative designs or materials, pre-
liminary budgets, and possible economies:
r
6 fi
SC edt,i1ih : Develop a PROJECT Tithe Sehediile that cow
ordinates and integrates the 'CONSULTANT'S design efforts with coiistruc.,
tioti schedules. Update the PROJECT Tithe Schedule incorporating a r etail
eC schedule for the construction operations of the PROJECT, including
realistic activity sequences and durations, allocations of labor and
materials, processincg of shop drawings and samples, and delivery of pro-
ducts requiring long lead-time procurement. Include the CITY'S occup-
ancy requirements showing portions of the PROJECT have occupancy priority.
3.
Project Construction tudget: Prepare a PROJECT Eudget
as soon as major PROJECT requirements have been identified, and update
periodically for the CITY'S approval. Prepare an estimate based on a
quantity survey of Drawings and Specifications at the end of the sche-
matic design phase for approval by the CITY as the PROJECT Construction
Eudget. Update and refine this estimate for CITY'S approval as the
development of the Drawings and Specifications proceeds, and advise the
CITY and the CONSULTANTS if it appears that the PROJECT Construction
Budget will not be met and make recommendations for corrective action.
4. Coordination of Contract Documents: Review the Draw-
ings and Specifications as they are being prepared, recommending alter-
native solutions whenever design details affect construction feasibility
or schedules without, however, assuming any of the CONSULTANTS' respon-
sibilities for design.
5. Construction Planning: Recommend for purchase and assist
the CITY in expediting the procurement of long -lead items to ensure their
delivery by the required dates.
a. Make recommendations to the CITY and the CONSULTANTS re-
garding the division of WORK in the Drawings and Specifications to facili-
tate the public competitive bidding and awarding of portions of the WORK to
TRADE CONTRACTORS and SUPPLIERS, allowing for phased construction and
taking into consideration such factors as time of performance, availabi-
lity of labor, overlapping trade jurisdictions, and provisions for tempo-
rary facilities.
b. Reivew the Drawings and Specifications with the CONSULTANTS
to eliminate areas of conflicts void and overlapping in the Work to be per-
formed by the various TRADE CONTRACTORS and SUPPLIERS and prepare pre -
qualification criteria for bidders,
7
C. As Working brawings and SpecifiCatiohs ate coMpleted,
assist the CITY in prepating Contract boctMents for competitive bids din
the WORK of the various '.TRADE CONTRACTORS and SUPPLIERS. Assist the
CITY in analysing bids and in snaking recotntii. ndations to the CITY MANAGER
regarding contracts to be approved and awarded by the Coi iitission of the
City of Miami.
6. Equal _ EmploymentOpportrulhity t Determine applicable re-
quirements for equal employment opportunity programs for inclusion in
PROJECT bidding documents and for compliance with all EDA requirements.
7. procedures: Establish procedures for the PROJECT, inc1ud
ing correspondence, transmittals, budgets, payments, schedules and rela-
ted matters and implement applicable procedures during this phase.
D. Construction Phase
1. Project Control: Monitor the WORK of the TRADE CONTRAC-
TORS and SUPPLIERS and coordinate the WORK with the activities and re-
sponsibilities of the CITY, CONSULTANTS and CONSTRUCTION MANAGER to com-
plete the PROJECT in accordance with the CITY'S objectives of cost,
time and quality.
a. Maintain a competent full-time staff at the PROJECT
site to coordinate and provide general direction of the WORK and progress
of the TRADE CONTRACTORS and SUPPLIERS on the PROJECT.
b. Establish on -site organization and lines of authority
in order to carry out the overall plans of the construction.
c. Implement procedures for coordination among the CITY,
CONSULTANTS, TRADE CONTRACTORS, SUPPLIERS and CONSTRUCTION MANAGER with
respect to all aspects of the PROJECT.
d, Schedule and conduct progress meetings at which TRADE
CONTRACTORS, SUPPLIERS, CITY, CONSULTANTS and CONSTRUCTION MANAGER will
discuss jointly such matters as procedures, progress, problems and sched-
uling.
e. Provide regular monitoring of the schedule as construc-
tion progresses. Identify potential variances between scheduled and pro-
bable completion dates. Review schedule for WORK not started or incom-
plete and recommend to the CITY and TRADE CONTRACTORS adjustment in the
schedule to meet the probable completion date. Provide summary reports
of each monitoring and document all changes in sOeduie.
f. Determine the adequaoy of the TAPE CONTRACTORS' person=
8
hel and equipment and the availability of the materials and supplies to
ttteet the schedule. Recommend courses of action to the CITY when requires,
tnents of a TRADE CONTRACT are not being met.
2. General. Ccondit?.ons:. Provide management and control over
the General Conditions portion of the WORT( which would be assured by a
General Contractor. In the impl ernF ntation of this service provide for
field supervision and control a:, c;pcccifi.ed in ARTICLE 9 GENERAL CONDI-
TIONS for those items of the Gen .,-{al. Cond.itions Which are not provided
by TRADE CONTRACTORS a;: by SUPP 1 FP ,
3. Cost Contiol : TmpJ :,;Went and monitor an effective system
of PROJECT cost control.. Pc: i 3r! ar^ci refine the initially approved PROJECT
Construction Budget, i ncorpc z::i L;, aK—roved changes as they occur, and
develop cash flow reports and forecasts as needed. Identify variances
between actual and budgeted or estimated costs and advise CITY and CONSUL-
TANTS whenever projected cot c:cccds budgets or estimates. Maintain
cost accounting records on autLorized 4>ORK performed under unit costs,
actual costs for labor and material, or oti'_er bases requiring accounting
records. Afford the CITY (,ccebs to these records and preserve them for
a period of three (3) years after r nal. payment.
4. Change Oi tr s : Implement the system for the preparation,
review and processing of Change Ordrs. Recommend necessary or desirable
changes to the CITY and the CONSULTANTS, review requests for changes,
submit recommendations to the CITY and the CONSULTANTS and assist the
CITY in negotiating Change Orders.
5. Payments to TRADE CONTRACTORS and SUPPLIERS: Develop
and implement a procedure for the review, processing and payment of ap-
plications by TRADE CONTRACTORS and SUPPLIERS for progress and final pay-
ments.
6. Permits and Fees: Asist the CITY and CONSULTANTS in
obtaining all building permits and special permits for permanent improve-
ments, excluding permits for inspection or temporary facilities required
to be obtained directly by the various TRADE CONTRACTORS. Assist in ob-
taining approvals from all the authorities having jurisdiction,
7. CITY'S CONSULTANTS: If required, assist the CITY in se-
lecting and retaining professional services of a surveyor, testing labor-
atories and special consultants, ar.d coprdinate these services,
9
9. Inspection: Inspect the WORK of TRADE CONTRACTORS and
SUPPLIERS for defects and deficiencies in the WORK Without assuitiing any
of the CONSULTANT'S responsibilities for inspection. Review the safety
programs of each of the TRADE CONTRACTORS and make appropriate fecoMMena,
dations. In making such recommendations and carrying out such tevieWs,
the CONSTRUCTION MANAGER shall not be required to make exhaustive or con-
tinuous inspections to check saaety precautions and programs in connec-
tion with the PROJECT. The performance of such services by the CONSTRUC-
TION MANAGER shall not relieve the TRADE CONTRACTORS of their responsi-
bilities for the safety of persons and property, and for compliance with
all federal, state and local statutes, rules, regulations and orders
applicable to the conduct of the WORK.
9. Document Interpretation: Refer all questions for inter-
pretation of the documents prepared by the CONSULTANTS to the CONSULTANTS.
10. Shop Drawings and Samples: In collaboration with the
CONSULTANTS, implement procedures for expediting the processing and ap-
proval of shop drawings and samples.
11. Reports and Project Site Documents: Record the progress
of the PROJECT. Submit written progress reports to the CITY and the CON-
SULTANTS including information on the TRADE CONTRACTORS' and SUPPLIERS'
WORK, and the percentage of completion. Keep a daily log available to
the CITY and the CONSULTANTS. Maintain at the PROJECT site, on a cur-
rent basis: records of all necessary Contracts, drawings, samples, pur-
chases, materials, equipment, maintenance and operating manuals and in-
structions, and other construction related documents, including all re-
visions. Obtain data from TRADE CONTRACTORS and SUPPLIERS and maintain
a current set of record drawings, Specifications and operating manuals.
At the completion of the PROJECT, deliver all such records to the CITY.
12. Substantial Completion: Determine Substantial Comple-
tion of the WORK or designated portions thereof and prepare for the CON-
SULTANTS a list of incomplete or unsatisfactory items and a schedule for
their completion.
13. Start -HE: With the CITY'S maintenance personnel, direct
the checkout of utilities, operations systems and equipment for readi-
ness and assist in their initial start-up and testing by the TRADE CON-
TRAcTORS and SUPPLIERS.
14, Final Completion: Determine final completion and provide
10
written► notice to the CITY and CONSULTANTS that the WORK is ready fof
final inspection. Secure and transmit to the CITY required guarantees,
affidavits, releases, bonds and waivert, Turn oiler to the CITY all keys,
tanuals, record drawings and maintenance stocks.
E. Interfacing ?haee In addition to the work and services herein -
before required of CONSTRUCTION MANAGER, the CONSTRUCTION MANAGER shall
provide that work and those services necessary to insure that the Motel
which is to be constructed contiguous to the PROJECT shall properly in-
terface with said PROJECT in every respect, including, but not limited
to the planning of kitchens, laundry, storage, and Hotel "back of the
house" facilities.
F. staff Services and Supporting Management:
1. The CONSTRUCTION MANAGER shall provide full time staff in Miami
and part time staff in Miami as listed below to perform the WORK des-
cribed herein. •
a. FULL TIME STAFF PERSONNEL:
Resident Construction Manager
Resident Critical Path Method Scheduler
b. PART TIME STAFF PERSONNEL:
Construction Engineer
Supervising Estimator
c• SUPPORT PERSONNEL:
Secretarial, clerical and non -technical personnel as may be
required and as mutually agreed upon by the CITY and the
CONSTRUCTION MANAGER, for support of the above staff.
2. SUPPORTING MANAGEMENT SERVICES: The CONSTRUCTION MANAGER shall
provide full support management services which shall include corporate
management expertise and resources applied as required by the CONSTRUC-
TION MANAGER to the PROJECT including managerial skills, such as Cost
Control, Scheduling, Purchasing, Value Management, (Value Engineering)
and related construction management 'disciplines.
3. PERSONNEL: Al]. CONSTRUCTION MANAGER'S personnel in staff posi-
tions shall be experienced and competent. The CITY shall have the right
to approve staff personnel and to request the CONSTRUCTION MANAGER TO
replace any person who proves unsatisfactory to the best interests of
the CITY,
G. Additional. Services: The CONSTRUCTION MANAGER shall provide the
following additional services upon written agreement between the CITY and
11
Ct Ng' RUCTION MANAGER defining the extent of sudh additional services
and the amount and manner in which the CONSTRUCTION MANAGER Will be cot.,
pehsated for such additional services.
1. Services related to Investigation, appraisals of valuation
of existing conditions, facilities or equipment, or trerifying the accur-
acy of existing drawings or other CITY -furnished information.
2. Services related to CITY furnished equipment, furniture
and furnishing with the exception of fixed auditorium seating which are
not a part of this Agreement.
5. Services for tenant or tenant or rental spaces not a part
of this Agreement.
4. Services for obtaining or training maintenance personnel
or negotiating maintenance service contracts.
5. For services provided by the CONSTRUCTION MANAGER for
work beyond the scope of this Agreement as directed by the CITY.
6. For services provided by the CONSTRUCTION MANAGER for
WORK under this Agreement which extends beyond the scheduled time, includ-
ing such extensions thereto which have been mutually agreed upon by the
CITY and the CONSTRUCTION MANAGER. For purposes of this Agreement, the
scheduled time shall be the PROJECT time as shown on Exhibit "
", re-
ferred to in ARTICLE 7 - SCEIEDULE, including any revisions thereto as
may be mutually agreed upon during the course of the PROJECT life.
ARTICLE 5
CITY'S RESPONSIBILITIES
A. The CITY will provide full information regarding its require-
ments for the PROJECT.
B. The CITY will designate a representative who shall be fully
acquainted with the PROJECT and who shall have authority to approve PRO-
JECT Construction Budgets, Changes in the PROJECT, render decisions promptly
and furnish information expeditiously,
C. The CITY will. retain CONSULTANTS for the design and preparation
of construction documents for the PROJECT. The CONSULTANTS' services,
duties and responsibilities are as described in the Agreements between
the CITY and the CONSULTANTS, copies of which will be furnished to the
Co STF',UCTIoN MANAGER, The Agreement between the CITY and the CONSULTANTS
shall not be modified without written notificationthe CONSTRUCTION
NF,GER.
b, The CITY Will furnish for the site of the PROJECT all neCesSaty
tUrVeys describing the physical characteristics, soil tepotts and
surface investigations, legal 1iittitationsi utility locations, and a
legal description.
E. The CITY will secure and pay for necessary approvals, easements,
assessments and charges requited for the construction, use or oCCupancy
of permanent structures or for permanent changes in existing facilities.
F. The CITY will furnish such legal services as may be necessary
for providing the items set forth in Paragraph E, herein, and such audi-
ting services as it may require.
G. The CONSTRUCTION MANAGER will be furnished without charge all
copies of Drawings and Specifications reasonably necessary for the ex-
ecution of the WORK.
H. The CITY will provide the insurance for the PROJECT as provided
in Paragraph 13.D, and will bear the cost of any bonds required.
I. The services, information, surveys and reports required by the
above paragraphs will be furnished with reasonable promptness at the
CITY'S expense, and the CONSTRUCTION MANAGER shall be entitled to rely
upon the accuracy and completeness thereof.
J. If the CITY becomes aware of any fault or defect in the Project
or non-conformance with the Drawings and Specifications, it will give
prompt written notice thereof to the CONSTRUCTION MANAGER.
K. The CITY will furnish reasonable evidence satisfactory to the
CONSTRUCTION MANAGER that sufficient funds are available and committed
for the entire cost of the PROJECT. Unless such reasonable evidence is
furnished, the CONSTRUCTION MANAGER will not be required to commence
any WORK, or may, if such evidence is not presented within a reasonable
time, stop the PROJECT upon fifteen (15) days notice to the CITY.
L. The CITY will communicate with the Trade Contractors only
through the CONSTRUCTION MANAGER.
ARTICLE 6
TRADE CONTRACTS AND SUPPLY CONTRACTS
A. The CONSTRUCTION MANAGER shall assist the CITY in the preparation
and analysis of proposals from TRADE CONTRACTORS and SUPPLIERS,
E. Trade Contracts and Supply Contracts shall be between the CITY
and the TRADE CONTRACTORS and SUPPLIERS
13
The form of the Contracts including the General and Supplementary
Conditions shall be satisfactory to the CONSTRUCTION MANAGER.
M PTCLLE 7
SCHEDULE
A, The services to be provided under this Agreement shall be in
general accordance with the Critical Path Method (CPM) Schedule attached
hereto as Exhibit
" "►
The CPM Schedule shall he submitted to the CITY for approval
prior to letting of the first bid package or sixty (60) days, whichever
occurs first.
B. The Date of Substantial Completion of the Project or a designa-
ted portion thereof shall be the date when construction will be suf-
ficiently complete in accordance with the Drawings and Specifications
such that the CITY can occupy or utilize the PROJECT or designated
portion thereof for the use for which it is intended. Warranties cal-
led for by this Agreement or by the Drawings and Specifications shall
commence on the Date of Substantial Completion of the PROJECT or desig-
nated portion thereof.
C. If the CONSTRUCTION MANAGER is delayed at any time in the pro-
gress of the PROJECT by any act or neglect of the CITY or its CONSULTANTS
or by any employee of either, or by any separate contractor employed by
the CITY, or by changes ordered in the PROJECT, or by labor disputes,
fire, unusual delay in transportation, adverse weather conditions not
reasonably anticipatable, unavoidable casualties or any causes beyond
the CONSTRUCTION MANAGER'S control, or by delay authorized by the CITY
pending arbitration, the Construction Completion Date shall be extended
by Change Order for a reasonable length of time.
14
ARTICLE, 8
CONSTRUCTION MANAGER'S FEE
A. In consideration of the performance of the Contract, the CITY
agrees to pay the CONSTRUCTION MANAGER in current funds as compensation
for his services a CONSTRUCTION MANAGER'S Fee as follows:
1. For the Performance of the Design Phase services a
Lump Sum Fee in the amount of One Hundred Fifty Thousand and no/100
($150,000.00), payable monthly in accordance with the following
schedule:
TABLE 1
SCHEDULE OF DESIGN PHASE FEE
Month No.
1 through 6
Total Design Phase Fee -
Amount of Fee
$25,000.00 per month
$150,000.00
•
2. For the performance of the Construction and Interfacing
Phases services a Lump Sum Fee in the amount of Four Hundred Thirty
Five Thousand and no/100 Dollars ($435,000.00), payable monthly in
accordance with the following Schedule:
TABLE 2
SCHEDULE OF CONSTRUCTION AND INTERFACING PHASES FEE
Month No.
1 through 3
4 through 15
16 through 27
Total Construction and Interfacing
Phases Fee
Amount of Fee
No Payment
$20,000.00 per month
$16,250.00 per month
$435,000.00
15
13. Adjustment in Fee.
1. There shall be an equitable adjustment in the
CONSTRUCTION MANAGER'S Fee in the event that the scope of the Work is
significantly changed during the life of the Agreement.
2. There shall be an equitable adjustment in the
CONSTRUCTION MANAGER'S Fee in the event that the PROJECT is delayed for
more than sixty (60) days for reasons beyond the CONSTRUCTION MANAGER'S
control.
3. In the event that the PROJECT is terminated for
reasons beyond the CONSTRUCTION MANAGER'S control, then the CONSTRUCTION
MANAGER'S fee will be the summation of monthly fees up to and including
the last day of the month preceding the termination date plus a
proportionate amount based on the number of days between the last day
of the preceding month and the termination date, which fees are as shown
and as may be applicable in Tables 1 and 2 hereinabove.
4. In the event of any reconstruction of any insured or
uninsured loss which the CONSTRUCTION MANAGER may be requested to
handle by the CITY, the CONSTRUCTION MANAGER'S fee will be a subject
of negotiation for that portion of the WORK.
C. Included in the CONSTRUCTION MANAGER'S Fee are the following:
1. Salaries or other compensation of the CONSTRUCTION
MANAGER'S employees at the principal office and branch offices, except
for employees listed in ARTICLE 9.i3.2.
2. General operating expenses of the CONSTRUCTION MANAGER'S
principal and branch offices other than the field office.
3, Any part of the CONSTRUCTION MANAGER'S capital expenses,
including interest on the CONSTRUCTION MANAGER'S capital employed for
the project,
4. Overhead or general expenses of any kind, except as
may be expressly included in ARTICLE 9.
16
.b, the fee attributable to the Lesigh Phase ehali be paid to
CONMOCICTON MANAGER at such time and only in the eveht the bEV'FLOPER
fulfills the fiharicing contingency set forth in that certain Lease and
tgreernent between CITY and DEVELOPER of even date herewith whiCh
Lease and Agreement provides for the construction of a Hotel Contiguous
to the PROJECT.
E The Fee attributable to the Construction and Interfacing
Phases shall be payable to CONSTRUCTION MANAGER upon the happening of
the same condition set forth in Paragraph D. hereinabove.
ARTICLE 9
GENERAL CONDITIONS
A. General Conditions
1. The CONSTRUCTION MANAGER shall provide all necessary
supervisory services which will not be provided by the several TRADE
CONTRACTORS or SUPPLIERS.
2. The CITY agrees to pay the CONSTRUCTION MANAGER
for the General Conditions services as described hereinafter and as
specified in ARTICLE 12 - PAYMENTS TO THE CONSTRUCTION MANAGER.
E. General Conditions Cost Items
1. The following cost items shall be payable to the
CONSTRUCTION MANAGER for his performing the General Conditions services
which will not be provided by the several TRADE CONTRACTORS or SUPPLIERS.
2. Salaries of the CONSTRUCTION MANAGER'S employees when
stationed at the field office in the performance of General Conditions
services, employees engaged on the road in expediting the production or
transportation of materials and equipment. For purposes of this Agree-
ment, General Superintendents, Construction Executives, Estimators,
Scheduling, and Purchase Engineers, Expediters and Supervising Accountants,
whose part time services are required for the WORK, shall be considered as
stationed at the field office and their salaries shall be paid for such
part of their time as may be devoted to the WORK. When the preparation
1. 7
or analysis of schedules, material lists, shop dtawings, workitu
details, periodic cost studies and similar services necessary to
supervise the WORK, and control its cost and ptogtess, ate performed
by employees located in the CONSTRUCTION MANAGER'S main or regularly
established branch offices, the salaries of employees directly engaged
in such duties shall be charged for such part of their time as may be
devoted to the WORK, together with an allowance equal to fifty per-
centum (50%) of such salaries to cover offices expenses incident thereto.
3. CONSTRUCTION MANAGER'S cost for all employee benefits
and taxes for such items as unemployment compensation and social
security, insofar as' such cost is based on wages, salaries, or other
remuneration paid to employees of the CONSTRUCTION MANAGER and included
under Paragraph B.2 hereinabove.
4. The proportion of reasonable transportation, traveling,
moving, and hotel expenses of the CONSTRUCTION MANAGER or of his officers
or employees incurred in discharge of duties connected with the PROJECT.
5. Costs of all materials, supplies and equipment required
for the field office and for the performance of General Conditions ser-
vices, including costs of transportation and storage thereof, all of
which have been incurred by the CONSTRUCTION MANAGER in the discharge
of duties connected with the PROJECT.
6. Cost of the premiums for all insurance which the
CONSTRUCTION MANAGER is required to.procure by this Agreement or is
deemed necessary by the CITY.
7. Sales, use, gross receipts or similar taxes related
to the Project imposed by any governmental authority, and for which the
CONSTRUCTION MANAGER is liable.
8. Costs incurred by the CONSTRUCTION MANAGER for permit
fees, licenses, tests, royalties, damages for infringement of patents
and costs of defending suits therefor, and deposits lost for causes other
than the CONSTRUCTION MANAGER'S negligence,
18
9. Losses, expenses or damages to the extent hot comma
pensated by insurance or otherwise (including settlement Made with the
written approval of the CITY, incurred by the CONSTRUCTION MANAGER in
the performance of this Agreement. Such losses, expenses or damages
shall not include any amounts incurred by the CONSTRUCTION MANAGER by
reason of his business management or for reasons within his responsibility
or control.
10. The cost of corrective work undertaken by the CONSTRUCTION
MANAGER upon prior approval of the CITY.
11. Costs incurred by the CONSTRUCTION MANAGER for emergency
measures taken to insure safety of persons and property.
12. Costs incurred by the CONSTRUCTION MANAGER for legal ser-
vices reasonably and properly resulting from prosecution of the PROJECT
for the CITY.
13. Costs incurred by the CONSTRUCTION MANAGER for data pro-
cessing services as required and as approved by the CITY performing the
services described in Article 4.
14. Such other minor and miscellaneous expenses as may be
incurred by the CONSTRUCTION MANAGER for such items as long distance
telephone calls, telegrams, expressage, telephone service at the site
and similar petty cash items in connection with the Project.
ARTICLE 10
CHANGES IN THE PROJECT
A. The CITY, without invalidating this Agreement, may order
Changes in the Project within the general scope of this Agreement
consisting of additions, deletions or other revisions. All such
Changes in the PROJECT shall be authorized by Change Order. A Change
Order shall be a written order to the CONSTRUCTION MANAGER signed by
the CITY or its authorized agent issued after the execution of this
Agreement, authorizing a Change in the PROJECT, including any adjustment
in the CONSTRUCTION MANAGER'S Fee or the Construction Completion Date.
h. Claims fOr. Additional Cost or Time
If the CONSTRUCTION MANAGER wishes to make a claim for an increase
in his fee or an extension
shall give the CITY written
after the occurrence of the
in the Construction Completion Date, he
notice thereof within a reasonable tune
event giving rise to such claim. This
notice shall be given by the CONSTRUCTION MANAGER before proceeding to
execute any WORK, except in an emergency endangering life or property
in which case the CONSTRUCTION MANAGER shall act, at his discretion,
to prevent threatened damage, injury or loss. Claims arising from delay
shall be made within a reasonable time after the delay. No such claim
shall be valid unless so made. If the CITY and the CONSTRUCTION MANAGER
cannot agree on the amount of the adjustment to the CONSTRUCTION MANAGER'S
Pee or Construction Completion Date, it shall be determined pursuant to
the provisions of ARTICLE 17. Any change in the CONSTRUCTION MANAGER'S
Fee or Construction Completion Date resulting from such claims shall be
authorized by Change Order.
C. Consultant's Authority
The Consultants will not have authority to order Changes in the
Project.
D. Emergencies
In any emergency affecting the safety of persons or property, the
CONSTRUCTION MANAGER shall act, at his discretion, to prevent threatened
damage, injury or loss. Any increase in the CONSTRUCTION MANAGER'S Fee
or extension of time claimed by the CONSTRUCTION MANAGER on account of
emergency work shall be determined as provided in this Article.
ARTICLE 11
DISCOUNTS
The CONSTRUCTION MANAGER shall make best efforts to secure trade
discounts for the account of the CITY.
20
ARTICLE 12
PAYMENTS TO THE CONSTRUCTION MANAGER
A, Construction Manager's Fee
Payment to the CONSTRUCTION MANAGER for services described in
Article 4 shall commence only after the DEVELOPER fulfills the
financing contingency as described in ARTICLE 8.0 and 8.E herein-
above. Upon fulfillment of this condition precedent to payment,
payment to the CONSTRUCTION MANAGER for amounts as may be due in
accordance with Tables 1 and 2 in ARTICLE 8.A.1 and 8.A.2 shall be
made by the CITY upon the CONSTRUCTION MANAGER'S submitting an initial
invoice to the CITY. Thereafter, payments shall be made by the CITY
to the CONSTRUCTION MANAGER upon the CONSTRUCTION MANAGER'S submitting
monthly invoices.
B. General Conditions Cost
1. General Conditions Costs shall he limited to a maximum
amount of Six Hundred Thousand and No Dollars ($600,000.00), unless
otherwise approved and authorized by The Commission of the City of Miami.
2. Payment to CONSTRUCTION MANAGER for those items provided
for in ARTICLE 9 shall be made upon CONSTRUCTION MANAGER'S submitting a
monthly statement thereof to City, which statement shall detail all
monies paid out, costs assumulated and costs incurred on account of the
Cost of the PROJECT in the previous month. After the occurrence of the
condition precedent to the payment of the CONSTRUCTION MANAGER'S Fee as
provided for hereinabove, such monthly statements may also include the
portion of the CONSTRUCTION MANAGER'S Fee earned during such previous
month. Payment by the CITY to CONSTRUCTION MANAGER of the total statement
amount shall be made within ten (10) days after it is submitted and
approved by the CIT%.
3. Final payment constituting the unpaid balance of the
Cost of the Project and the CONSTRUCTION MANAGER'S Fee shall be due and
payable upon the CONSTRUCTION MANAGER'S submitting a final statement when
the PROJECT is delivered to the CITY, ready for beneficial occupancy, or
,when the CITY occupies the PROJECT, whichever event first occUtS,
provided that the PROJECT be then substantially completed and this
Agreement substantially performed.
4, If the CITY should fail to pay the CONSTRUCTION MANAGER
within ten (10) days after the time the payment of any amount becomes
due, then the CONSTRUCTION MANAGER may, upon ten (10) additional days'
written notice to the CITY stop the PROJECT until payment of the amount
owing has been received.
5. Payments due but unpaid shall bear .interest at the rate
the CITY is paying on its construction loan or at the legal rate, which-
ever is higher.
ARTICLE 13
INSURANCE, INDEMNITY AND WAIVER OF SUBROGATION
A. Indemnity
1. The CONSTRUCTION MANAGER agrees to indemnify, defend and
hold the CITY harmless from all claims for bodily injury and property
damage (other than the work itself and other property incured under
Paragraph 13.D) that may arise from the CONSTRUCTION MANAGER'S operations
under this Agreement.
2. The CITY shall cause any other contractor who may have
a contract with the CITY to perform construction or installation work
in the areas where work will be performed under this Agreement, to agree
to indemnify and defend the CITY and the CONSTRUCTION MANAGER and hold
them harmless from all claims for bodily injury and property damage
(other than property insured under paragraph 13.D) that may arise from
that contractor's operations. Such provisions shall be in a form satis-
factory to the CONSTRUCTION MANAGER.
B. CONSTRUCTION MANAGER'S Liability Insurance
1, The CONSTRUCTION MANAGER shall purchase and maintain such
insurance as will protect him from the claims set forth below which
may arise out of or result from they CONSTRUCTION MANAGER'S operations
22
Under this Agreetent whether such operations be by himself or by a
TRADE CONTRACTOR or by anyone directly or indirectly employed by
any of them or by anyone for whose acts any of them may be liable:
a. Claims under workers compensation, disability
benefit and other similar employee benefit acts which are applicable
to the work to be performed.
b. Claims for damages because of bodily injury,
occupational sickness or disease, or death of his employees under
any applicable employer's liability law.
c. Claims for damages because of bodily injur►, or
death of any person other than his employees.
d. Claims for damages insured.by usual personal injury
liability coverage which are sustained (1) by any person as a result of
an offense directly or indirectly related to the employment of such
person by the CONSTRUCTION MANAGER or (2) by any other person.
e. Claims for damages, other than to the work itself,
because of injury to or destruction of tangible property including loss
of use therefrom.
f. Claims for damages because of bodily injury or death
of any person or property damage arising out of the ownership, maintenance
or use of any motor vehicle.
2. The CONSTRUCTION MANAGER'S Comprehensive General
Liability Insurance shall include premises - operation (including
explosion, collapse, and underground coverage) elevators, independent
contractors, completed operations, and blanket contractural liability
on all written contracts, all including broad form property damage
coverage.
3. The CONSTRUCTION MANAGER'S Comprehensive General
and Automobile Liability Insurance shall be written for not less than
limits of liability as follows;
23
a, comprehensive General. Liability
(1) Personal. Injury
(2) Property Damage
b, ComptchensiVe Automobile Liability
(1) Bodily Injury
24
$500000 Each OCcurrence
$100#000 Each OdCurrenCe
$100,000 Each Pertone
$500,000 Eadh Occurrence
) Property Damage $50,000 Each Occurrence
4, Comprehensive General Liability insurance may be
arranged under a single policy for the full limits requited or by a
combination of underlying policies with the balances provided by an
Excess or Umbrella Liability policy.
5. The foregoing policies shall contain a provision that
coverages afforded under the policies will not be cancelled or not renewed
until at least sixty (60) days' prior written notice has been given to
the CITY. Certificates of Insurance showing such coverages to be in
force shall be filed with the CITY prior to commencement of the Work.
C. CITY's Liability Insurance
The CITY shall be responsible for maintaining its own liability
insurance and, at its option, may purchase or insure itself to protect itself
against claims which may arise from operations under this Agreement.
D. Insurance to Protect Project
1. The CITY at its opLiou may purchase and maintain property
insurance in a form acceptable to the CONSTRUCTION MANAGER upon the entire
PROJECT for the full cost of replacement as of the time of any loss.
This :.assurance will include as named insureds the CITY, the CONSTRUCTION
MANAGER, TRADE CONTRACTORS and their Trade Subcontractors and shall insure
against loss from the perils of Fire, Extended Coverage, and shall include
"All Risk" insurance for physical loss or damage, including without
duplication of coverage, at least theft, vandalism, malicious mischief,
transit, collapse, flood, earthquake, testing, and damage resulting from
defective design, workmanship or material. The CITY may increase limits
of coverage, if necessary, to reflect estimated replacement cost. The
CITY will responsible for any co-insurance penalties or deductibles.
If the PROJECT covers an addition to or is adjacent to an existing building,
the CONSTRUCTION MANAGER, TRADE CONTRACTORS and their Trade Subcontractors
will be clamed as additional insureds under the CITY's Property Insurance
covering such building and its contents. If the CITY finds it necessary
25
to occupy or use a portion or portions of the PROJECT prior to Substantial
Completion thereof, such occupancy shall not commence prior to a time
mutually agreed to by the CITY and CONSTRUCTION MANAGER and to which the
insurance company or companies providing the property insurance hate
consented by endorsement to the policy or policies. This insurance shall
not be cancelled or lapsed on account of such partial occupancy. Consent
of the CONSTRUCTION MANAGER and of the insurance company or companies to
such occupancy or use shall not be unreasonably withheld.
2. The CITY at its option may purchase and maintain such
boiler and machinery insurance as required or necessary. This insurance
shall include the interests of the CITY, the CONSTRUCTION MANAGER, TRADE
CONTRACTORS and their Subcontractors in the WORK.
3. The CITY at its option may purchase and maintain such
insurance as will protect the CITY and CONSTRUCTION MANAGER against loss
or use of CITY's property due to those perils insured described hereinabove.
Such policy will provide coverage for expediting expenses of materials,
continuing overhead of the CITY and CONSTRUCTION MANAGER, necessary
labor expense including overtime, loss of income by the CITY and other
determined exposures. Exposures of the CITY and the CONSTRUCTION MANAGER
shall be determined by mutual agreement and separate limits of coverage
fixed for each item.
4. The CITY shall file a copy of all policies with the
CONSTRUCTION MANAGER before an exposure to loss may occur. Copies of
any subsequent endorsements will be furnished to the CONSTRUCTION
MANGER. The CONSTRUCTION MANAGER will be given sixty (60) days notice
of cancellation, non -renewal, or any endorsements restricting or
reducing coverage. If the CITY does not intend to purchase such insurance,
the CITY will inform the CONSTRUCTION MANAGER in writing prior to the
commencement of the WORK, The CONSTRUCTION MANAGER may then effect
insurance which will protect the interest of himself, the TRADE CONTRAC-
TORS and their Trade Subcontractors in the PROJECT, the cost of which
shd11 be a cost of the GENERAL CONDITIONS pursuant to ARTICLE 9. If the
CONSTRUCTION MANAGER is damaged by failure of the CITY to purchase or
maintain such insurance or to so notify the CONSTRUCTION MANAGER, the CITY
shall bear all reasonable costs properly attributable thereto.
E. Property Insurance Loss Adjustment
1. Any insured loss shall be adjusted with the CITY and
the CONSTRUCTION MANAGER and made payable to the CITY and CONSTRUCTION
MANAGER as trustees for the insureds, as their interests may appear,
subject to any applicable mortgagee: clause.
2. Upon the occurrence of an insured loss, monies
received will be deposited in a separate account and the trustees shall
make distribution in accordance with the agreement of the parties in
interest, or in the absence of such agreement, in accordance with an
arbitration award pursuant to ARTICLE 17. If the trustees are unable
to agree on the settlement of the loss, such dispute shall also be sub-
mitted to arbitration pursuant to ARTICLE 17.
F. Waiver of Subrogation
1. The CITY and CONSTRUCTION MANAGER waive all rights
against each other, the CONSULTANTS, TRADE CONTRACTORS, and their Trade
Subcontractors for damages caused by perils covered by insurance provided
under Paragraph 13.D except such rights as they may have to the proceeds
of such insurance held by the CITY and CONSTRUCTION MANAGER as trustees.
2. The CITY and CONSTRUCTION MANAGER waive all rights against
each other and the CONSULTANTS, TRADE CONTRACTORS and their Trade
Subcontractors for loss or damage to any equipment used in connection
with the PROJECT and covered by any property insurance.
3. The CITY waives subrogation against the CONSTRUCTION
MANAGER , CONSULTANTS, TRADE CONTRACTORS, and their Trade Subcontractors
on all property and consequential loss policies carried by the CITY on
adjacent properties and under property and consequential loss policies
purchased for the PROJECT after its completion,
27
4. if the policies of insurance refetted to in this
Agreement require an endorsement to provide for contined coverage Where
there is a waiver of subrogation, the owners of such policies will cause
them to be so endorsed.
ARTICLE 14
TERMINATION OF THE AGREEMENT AND OWNER'S
RIGHT TO PERFORM CONSMCTION MANAGER'S OBLIGATIONS
A. Termination by the CONSTRUCTION MANAGER
1. If the PROJECT is stopped for a period of sixty (60)
days under an order of any court or other public authority having
jurisdiction, or as a result of an act of government, such as a declaration
of a national emergency making mat,2ria1s unavailable, through no act
or fault of the CONSTRUCTION MANAGER, or if the PROJECT should be stopped
for a period of thirty (30) days by the CONSTRUCTION MANAGER for the
CITY's failure to make payment thereon, then the CONSTRUCTION MANAGER
may, upon seven (7) days' written notice to the CITY terminate this
Agreement and recover from the CITY payment for all work executed, the
CONSTRUCTION MANAGER'S fee earned to date, and for any proven loss,
indluding reasonable profit and damages.
2. If the condition referred to in ARTICLE 8.A.1 and 8.A.2
fails to occur within six (6) months from the date of the execution
hereof and therefor results in CONSTRUCTION MANAGER'S being unable to
obtain sufficient financing to construct the contiguous Hotel contemplated
by the previously referred to Lease and Agreement, then, in that event
CONSTRUCTION MANAGER may upon seven (7) days written notice to the CITY,
terminate this Agreement and recover from the CITY payment for the Cost
of the General Conditions to that date as set forth under ARTICLE 9,
exclusive of CONSTRUCTION MANAGER's Fee.
B. CITY'S Right to Perform CONSTRUCTION MANAGER'S Obligations
and Termination by the CITY for Cause
1.. If the CONSTRUCTION MANAGER fails to perforce any of
28
his obligations under this Agreement, the CITY may aftet seven (7) days'
written notice during which period the CONSTRUCTION MANAGER fails to
petform such obligation, make good such deficiencies, The CITY shall
have the right, without prejudice or limitation of other tights accrung
to the CITY by reason of other provisions of this Agreement, to recover
from the CONSTRUCTION MANAGER the costs, including damages if any, of
making good such deficiencies.
2. If the CONSTRUCTION MANAGER is adjudged a bankrupt,
or if he makes a general assignment for the benefit of his creditors, or
if a receiver is appointed on account of his insolvency, or if he
persistently or repeatedly refuses or fails, except in cases for which
extension of time is provided, to fulfill the terms and conditions of
this Agreement, or persistently disregards laws, ordinances, rules,
regulations or orders of any public authority having jurisdiction, or
otherwise is guilty of a substantial violation of a provision of the
Agreement, then the CITY may, without prejudice to any right or remedy
and after giving the CONSTRUCTION MANAGER and his surety, if any, seven (7)
days written notice, during which period CONSTRUCTION MANAGER fails to cure
the violation, terminate the employment of the CONSTRUCTION MANAGER and take
possession of the site and of all supplies, materials and equipment
thereon owned by the CONSTRUCTION MANAGER and may finish the PROJECT
by whatever method it may deem expedient. In such case, the CONSTRUCTION
MANAGER shall not be entitled to receive any further payment until the PROJECT
is finished nor shall he be relieved from his obligations assumed under
Article 7.
3. The failure of the CONSTRUCTION MANAGER to obtain the
financing for the construction of the Hotel referred to in ARTICLE 8.A.I
and 8.A,2 within six (6) months from the date of the execution hereof
shall likewise entitle the CITY upon seven (7) days written notice to
CONSTRUCTION MANAGER, to terminate the employment of CONSTRUCTION MANAGER
and to finish the PROJECT by whatever method it may deem appropriate. The
29
termifiation Contemplated by this paragraph shall tequire paythent by
CITY to CONSTRUCTION MANAGER of the unpaid cost of the General Conditions
as set forth in ARTICLE 9, exclusive of any CONSTRUCTION MANAGER'S Fee,
4. After completion of the Design Phase, if the final cost estimates
make the PROJECT no longer feasible from the standpoint of the CITY, the
CITY may terminate this Agreement and pay the CONSTRUCTION MANAGER his
Fee in accordance with Article 8 plus any costs incurred pursuant to
ARTICLE 10.
ARTICLE 15
FUTURE MANAGING AND DEVELOPMENT SERVICES
A. It is expressly recognized by the parties hereto that the CITY
intends to develop within the relatively near future the adjacent site
being more particularly described on Exhibit " ", attached hereto and
by reference made a part hereof.
B. As further consideration to induce CONSTRUCTION MANAGER to
perform the work and services provided hereunder, the CITY hereby grants
to CONSTRUCTION MANAGER the exclusive right to perform the same construction
managing and development services and functions in the development of the
adjacent site described on Exhibit "
C. The exclusive right herein granted shall require CONSTRUCTION
MANAGER to perform that work and those services contemplated by this
Agreement and shall expire if, within five (5) years from the date of
the execution hereof development of the site described on Exhibit
has not begun.
30
n If
tettination Contemplated by this paragraph shah require payment by
CITY to CONSTRUCTION MANAGER of the unpaid cost of the Getletal Conditions
as set forth in ARTICLE 9, exclusive of any CONSTRUCTION MANAGER'S Fee.
4. After completion of the Design Phase, if the final cost estimates
make the PROJECT no longer feasible from the standpoint of the CITY, the
CITY may terminate this Agreement and pay the CONSTRUCTION MANAGER his
Fee in accordance with Article 8 plus any costs incurred pursuant to
ARTICLE 10.
ARTICLE 15
FUTURE MANAGING AND DEVELOPMENT SERVICES
A. It is expressly recognized by the parties hereto that the CITY
intends to develop within the relatively near future the adjacent site
being more particularly described on Exhibit " ", attached hereto and
by reference made a part hereof.
B. As further consideration to induce CONSTRUCTION MANAGER to
perform the work and services provided hereunder, the CITY hereby grants
to CONSTRUCTION MANAGER the exclusive right to perform the same construction
managing and development services and functions in the development of the
adjacent site described on Exhibit "
C. The exclusive right herein granted shall require CONSTRUCTION
MANAGER to perform that work and those services contemplated by this
Agreement and shall expire if, within five (5) years from the date of
the execution hereof development of the site described on Exhibit "
has not begun.
30
It
ARTICLE 16
ASsIcNMENTAND _GOVERNING LAW
A. Neither the CITY hor the CONSTRUCTION MANAGER shall assign
interest in this Agreement without the written consent of the Other
except as to the assignment of proceeds.
3. This Agreement shall be governed by the laws of the State of
E'lorida.
ARTICLE 17
ARBITRATION
A. Al]. claims, disputes, and other matters in question arising
out of, or relating to, this Agreement or the breach thereof, except
with respect to the CONSULTANT'S decision on matters relating to
artistic effect, and except for claims which have been waived by the
making or acceptance of final payment, shall be decided by arbitration
in accordance with the Construction Industry Arbitration Rules of the
American Arbitration Association then obtaining unless the parties
mutually agree otherwise. This Agreement to arbitrate shall be
specifically enforceable under the prevailing arbitration law.
B. Notice of the demand for arbitration shall be filed in writing
with the other party to this Agreement and with the American Arbitration
Association. The demand for arbitration shall be made within a
reasonable time after the claim, dispute or other matter in question
has arisen, and in no event shall it be made after the date when
institution of legal or equitable proceedings based on such claim,
dispute or other matter in question would be barred by the applicable
statute of limitation.
C, The award rendered by the arbitrators shall be final and
judgement may be entered upon it in accordance with applicable law in
any court having jurisdiction thereof,
31
b. Uhless otherwise agteed in writing, the CONSTRUCTION MANAGER
shah catty on the Work and maintain the Contract Cotpletion Date during
any arbitration proceedings, and the CITY shall continue to take payments
in accordance with this Agreement.
E. All claims which ate related to or dependent upon each other,
shall he heard by the same arbitrator or arbitrators even though the
patties are not the same unless a specific contract prohibits such
consolidation.
ARTICLE 18
NOTICES
All notices, demands or other communications which may be or are required
to be given by either party to the other in writing shall be deemed given
and delivered if delivered in person or if sent by registered or certified
rail, postage prepaid and addressed:
TO CONSTRUCTION MANAGER
MIAMI ASSOCIATES, LTD.
C/O Worsham Brothers Co., Inc.
1401 West Paces Ferry Road, N.W.
Suite E-2
Atlanta, Georgia 30327
Attention: Earl S. Worsham
TO CITY
City of Miami
City Hall
3500 Pan American Drive
Miami, Florida 33133
Attention: City Manager
The address to which notice is to be sent may be changed from time
to time by a writing delivered to the other party. Until notice of
change of address is received, a party may rely upon the last address
given. Notice shall be deemed given, if notice is by mail, when
delivered to the address set forth above, whether or not the letter
is accepted or the party to whom it is addressed is in fact then at
that address.
th WttNtSS WHEREOP, the parties have hereunto set their hands and
seals the day and year first above written
ATTEST: THE CITY OF MIAMI (a municipal
corporation of the State of Florida)
Hy
City Clerk City Manager
ATTEST MIAMI ASSOCIATES, LTD.
Secretary
APPROVED AS TO FORM AND CORRECTNESS
George F. Knox, Jr., City Attorney
Joseph R. Grassie
City Manager
ames J Connolly
rojec birector
January 18, 1978
Convention Center, tease and Agreement
for Private Developer and Construction
Management Agreement
Request for Proposal, Development
Proposal, Lease Agreement and
Construction Management Agreement
A special meeting of the Commission was held on Oct. 19, 1977 to review the
Development Proposals submitted and to select a proposed developer. By
motion No.77-820 the Commission recommended that Miami Associates Ltd, a
joint venture of Worsham Brothers Co, and Turner Development Co, be
selected and directed the City Manager to negotiate an agreement with
them.
In the City's Request for Proposal, copy attached, the City requested
that the Developer furnish the City with a Developer Plan.
In the Developer's Proposal, copy attached, Miami Associates Ltd provided
a Development Plan directly responsive to the City's Request for Proposal.
The attached Lease and Agreement is the result of extensive negotiations
between the City Manager's Office and the Developer.
The salient points of this agreement are:
- The lease term is 45 years with a renewable term of 45 years. The
mortgage requires that the lease term be least 50% more than the
mortgage term, which may be 30 years.
The City will receive a base rent of, initially $150,000 per year with
escalation up to $250,000 by the ninth year. This rent reflects the
value of the City owned land.
The City will receive a Performance Rent equal to 20% of the Net
Operating Profit from all room sales, food and beverage sales, and
net rents from retail tenants. Based upon the Developers Pro Forma,
this rent should start in the second year with $61,600, with escalation
up to $365,000 by the tenth year.
The Developer will make a Contribution to the City of $5,000,000.00 for
the completion of construction of the Convention Center.
The Developer will provide $250,000 for pre -opening promotional expenses
Joseph R. Grassie
City Manager
January 18> 1978
Page 2
with the City to provide a matching $250,000.
The Developer is to provide $100,000 a year for sponsoring cultural
activities at the Convention Center with the City to provide a matching
$100,000.
The attached Construction Management Services agreement is the result of
negotiations between the City Manager's Office and Frank J. Rooney Company
and Turner Construction Company, the developer's construction team.
The salient points of this agreement are:
• The Construction Manager is to provide professional construction manage -
tent services to the City for the $15,000,000 public portion of the
Convention Center for a fee of 3.9%.
- The Construction Manager, as an agent for the City, is to prepare bid
packages for all the construction work required. These bid packages will
be awarded based upon public competitive bidding in accordance with City
procedures.
- The Construction Manager will provide the general conditions portion of
the work to the City at direct cost, with no fee or profit to the Con-
struction Manager. This procedure was originally developed by the U. S.
General Services Administration and results in better management control
for the City at less cost than if the project were bid and let to a
general construction contractor.
It is recommended that these two agreements be submitted to the Commission
for its review, discussion and approval.