Loading...
HomeMy WebLinkAboutAgenda Item Summary FormtTY U7; * It AGENDA ITEM SUMMARY FORM File ID: #2029 Date: 04/06/2017 Requesting Department: Department of Real Estate and Asset Management Commission Meeting Date: 05/25/2017 District Impacted: District 2 Type: Resolution Subject: Execute Settlement Agreement - Hyatt Equities, LLC Purpose of Item: A Resolution of the Miami City Commission, with attachment(s), authorizing and directing the City Manager to execute a Settlement Agreement ("Settlement"), in substantially the attached form, between the City of Miami ("City") and Hyatt Equities, LLC ("Hyatt"), whereby the City shall finalize a settlement of pending disputes between the City and Hyatt, with terms and conditions more particularly described in the attached Settlement- further authorizing the City Manager to make revisions and non -substantive amendments to such Settlement as needed, subject to the City Attorney's approval. Background of Item: The City of Miami ("City") is the owner of the James L. Knight Convention Center located at 400 S.E. 2nd Avenue, Miami, Florida 33131 ("Convention Center"). Per the Lease Agreement originally dated September 13, 1979, as supplemented and amended, ("Lease") Hyatt currently leases the property connected to the Convention Center from the City, and is the owner of the hotel structure known as the Hyatt Regency Miami and located at 300 SE 2nd Avenue, Miami, Florida 33131 ("Hotel"). The City and Hyatt have various disputes between them, including, but not limited to: fire alarm system upgrades, tile repairs, concession fees, maintenance costs, cooling tower and chiller replacement, depreciation costs, etc. Both the City and Hyatt have agreed to resolve, compromise and settle all disputes, claims and controversies between them. Hyatt shall upgrade the fire alarm system at the Convention Center and Hotel, shall replace the tiles at the outside entryway of the Convention Center, and shall further repair any and all water damage to the Hotel and its personal property located on the ground level of the Hotel. In exchange, the City shall pay to Hyatt an amount not to exceed Two Million Two Hundred Sixty -Eight Thousand Two Hundred Seventy -Nine Dollars ($2,268,279) for the City's portion of the fire alarm system, tile repair, and other life safety issues. The City shall pay Seven Hundred and Seventy Eight Thousand Seven Hundred and Twenty Two Dollars ($778,722) for the City's portion of the disputes regarding the Maintenance Costs and Concession Fees. Finally, the City shall pay to Hyatt a total amount equal to Nine Hundred and Seventy Two Thousand Seven Hundred and Twenty Five Dollars ($972,725) for the City's portion of the disputes regarding the Chiller Overpayment, the Depreciation Credit and the Phase I Design Fees. The Settlement shall provide that the City and Hyatt shall release each other from any and all debts, claims, potential claims, demands, actions, causes of action, potential causes of action, rights, obligations, damages, attorney's fees, costs) and liabilities of any and every kind or nature whatsoever, in law or in equity, past, present, or future, known or unknown, direct or indirect, asserted or unasserted, fixed or contingent, whether contemplated or not, whether based on a tort, contract, contribution, indemnification, or any other type of recovery, and whether for compensatory, consequential, incidental, statutory, punitive, or other damages, which the City or Hyatt have, may have or had related to, arising out of the following claims: (1) Fire Alarm Project, (2) Tile Project, (3) HVAC Project, (4) Concession Fees, (5) Maintenance Costs, (6) Other Fees, (7) cooling tower and chiller replacement project including, without limitation, the Chiller Overpayment and the Phase I Design Fees, (8) depreciation payments including without limitation the Depreciation Credit (collectively, the "Released Claims"), provided, however, that this Release by the City and Hyatt does not release any claims other than the Released Claims. Budget Impact Analysis Item is an Expenditure Item is NOT Related to Revenue Item is NOT funded by Homeland Defense/Neighborhood Improvement Bonds Total Fiscal Impact: $2,268,279.00 (remaining $1,751,447.00 shall be credited to rent payments made by Hyatt) Reviewed By Real Estate and Asset Management Mark Burns Office of Management and Budget Everton Garvis Office of Management and Budget Christopher M Rose City Manager's Office Alberto N. Parjus Legislative Division Valentin J Alvarez City Manager's Office Daniel J. Alfonso Office of the City Attorney Barnaby L. Min Office of the City Attorney Maricarmen Lopez City Commission Nicole Ewan Legislative Division Valentin J Alvarez Office of the City Attorney Barnaby L. Min Office of the City Attorney Victoria Mendez Office of the Mayor Mayor's Office Office of the City Clerk City Clerk's Office Department Head Review Completed 05/10/2017 3:02 PM Budget Analyst Review Completed 05/11/2017 11:13 AM Budget Review Completed 05/11/2017 11:26 AM Assistant City Manager Review Completed 05/12/2017 9:34 AM Legislative Division Review Completed 05/15/2017 2:16 PM City Manager Review Completed 05/15/2017 6:26 PM Deputy City Attorney Review Completed 05/16/2017 6:28 PM Approved Form and Correctness Skipped 05/24/2017 5:24 PM Meeting Completed 05/25/2017 9:00 AM Legislative Division Review Completed 06/02/2017 12:51 PM Deputy Attorney Review Completed 06/02/2017 2:20 PM Approved Form and Correctness with Modification(s) Completed Signed by the Mayor Completed 06/02/2017 3:43 PM Signed and Attested by the City Clerk Completed 06/02/2017 4:08 PM File Number: 2029 City of Miami Legislation Resolution Enactment Number: R-17-0261 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com Final Action Date:5/25/2017 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE A RECONCILIATION AGREEMENT ("AGREEMENT"), IN SUBSTANTIALLY THE ATTACHED FORM, BETWEEN THE CITY OF MIAMI ("CITY") AND HYATT EQUITIES, L.L.C. ("HYATT"), WHEREBY THE CITY SHALL FINALIZE SEVERAL PENDING DISPUTES BETWEEN THE CITY AND HYATT, WITH TERMS AND CONDITIONS MORE PARTICULARLY DESCRIBED IN THE ATTACHED AGREEMENT; FURTHER AUTHORIZING THE CITY MANAGER TO MAKE REVISIONS AND NON - SUBSTANTIVE AMENDMENTS TO SUCH AGREEMENT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, AS NEEDED FOR SAID PURPOSE. WHEREAS, the City of Miami ("City") is the owner of the James L. Knight Convention Center located at 400 Southeast 2nd Avenue, Miami, Florida ("Convention Center'); and WHEREAS, per the Lease Agreement originally dated September 13, 1979, as supplemented and amended ("Lease"), Hyatt Equities, L.L.C. ("Hyatt"), the owner of the hotel structure known as the Hyatt Regency Miami located at 300 Southeast 2nd Avenue, Miami, Florida ("Hotel"), currently leases the property connected to the Convention Center from the City; and WHEREAS, the City and Hyatt have various disputes between them, including, but not limited to, fire alarm system upgrades, tile repairs, concession fees, maintenance costs, cooling tower and chiller replacement, and depreciation costs; and WHEREAS, the City and Hyatt have agreed to resolve, compromise, and settle all of the above-mentioned disputes, claims, and controversies between them, as further specified in the attached Reconciliation Agreement ("Agreement"); and WHEREAS, pursuant to the Agreement, Hyatt shall upgrade the fire alarm system at the Convention Center and Hotel; and WHEREAS, pursuant to the Agreement, Hyatt shall replace the tiles at the outside entryway of the Convention Center and shall further repair any and all water damage to the Hotel and its personal property located on the ground level of the Hotel; and WHEREAS, pursuant to the Agreement, the City shall pay to Hyatt an amount not to exceed Two Million One Hundred Forty -Three Thousand Two Hundred Seventy -Nine Dollars ($2,143,279.00) for the City's portion of the fire alarm system, tile repair, and other life safety issues; and WHEREAS, pursuant to the Agreement, the City shall pay Seven Hundred Seventy - Eight Thousand Seven Hundred Twenty -Two Dollars ($778,722.00) for the City's portion of the disputes regarding the Maintenance Costs and Concession Fees; and WHEREAS, pursuant to the Agreement, the City shall also pay to Hyatt a total amount equal to Eight Hundred Fifty -Four Thousand Three Hundred Dollars ($854,300.00) for the City's portion of the disputes regarding the Chiller Overpayment, the Depreciation Credit, and the Phase I Design Fees; and WHEREAS, the City and Hyatt shall release each other from any and all debts, claims, potential claims, demands, actions, causes of action, potential causes of action, rights, obligations, damages, attorney's fees, costs, and liabilities of any and every kind or nature whatsoever, in law or in equity, past, present, or future, known or unknown, direct or indirect, asserted or unasserted, fixed or contingent, whether contemplated or not, whether based on a tort, contract, contribution, indemnification, or any other type of recovery, and whether for compensatory, consequential, incidental, statutory, punitive, or other damages, which the City or Hyatt have, may have or had related to, arising out of the following claims: (1) Fire Alarm Project, (2) Tile Project, (3) Concession Fees, (4) Maintenance Costs, (5) Other Fees, (6) cooling tower and chiller replacement project including, without limitation, the Chiller Overpayment and the Phase I Design Fees, and (7) depreciation payments including without limitation the Depreciation Credit (collectively, the "Released Claims"), provided, however, that this Release by the City and Hyatt does not release any claims other than the Released Claims; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as fully set forth in this Section. Section 2. The City Manager is authorized' to execute the Agreement and all exhibits and attachments, in substantially the attached form, with Hyatt, and further authorized to make any necessary revisions and non -substantive amendments to such Agreement and all exhibits and attachments, in a form acceptable to the City Attorney, as needed for said purpose. Section 3. This Resolution shall become effective immediately upon adoption and signature of the Mayor.2 APPROVED AS TO FORM AND CORRECTNESS: " The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and City Code provisions. 2 If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission.