Miami Beach

Redevelopment Agency
1700 Convention Center
Drive Miami

Beach,

Florida
33139

Fax: (

7295
673Telephone:305)
(

305)
6737772 REDEVELOPMENT AGENCY MEMORANDUM NO.

OF

98-L..2.
July

THE

1998
1,

Chairman and
Members of
the Board of the Miami Beach Redevelopment Agency Sergio Rodriguez

CONVENTION

Executive Director A
CHAIRMAN

AND MEMBERS

OF

RESOLUTION OF THE

MIAMI

THE

BEACH

REDEVELOPMENT

AUTHORIZING

ARY OF

SECRET

AND

AGENCY,

THE

THE

CHAIRMAN

AGENCY

TO EXECUTE A GARAGE FACILITY MANAGEMENT AGREEMENT

WITH QUIK PARK OF

FLORIDA, INC.FOR THE MANAGEMENT

CENTER

HOTEL

GARAGE ON

16TH
STREET AND COLLINS AVENUE.

TO:FROM:SUBJECT: RECOMMENDATION

Garage

between the

Adopt the Resolution. BACKGROUND In accordance

and St.Moritz Hotel Corp.,Requests for

Development Agreement
with the
RDA
Qualifications ( RFQs) for the operation of the garage component of the Anchor Shops at South Beach and
selected garage operators identified in Exhibit Sea) of the
Parking were sent to six preGarage Easement Agreement between the RDA and MB Redevelopment, Inc.The list included USA
Parking, Quik Park,
Central
Apcoa,Inc.,
three
of the
from

Parking System, Centre City

recipients of

Parking

and Republic

Parking System. Proposals were received

Parking, Central Parking System and

Quik Park. On December 3,
1997, the Miami Beach Redevelopment Agency ( RDA)authorized the Administration to
with
Quik
Park
Fl
o
ri
d
a,
Inc.
for the operation of the parking garage component of the
negotiate
of
Anchor Shops at South Beach and Parking. The selection was made on the

basis

the

ofthe

company' s

running
in

RFQ: USA

experience

hotel-

valetoperations.

related

parking

S()

UTt-

and
i

ANALYSIS

Quik Park have resulted in the Garage Facilities Management Agreement attached
The Agreement stipulates that the company provide its services to operate the garage and

Negotiations
hereto.

with

sets forth, among other

Duties and

things:

responsibilities

Management
Quality standards
Equipment
Accounting methods
Reimbursibles
Term of contract

Management fees
The most controversial aspect of the Agreement was the management fee. The
100,000 annual fee.The RDA's negotiating team
had asked"for a $
lower fee,commensurate

agreed to reduce the

to

with
fee

other operations in

Board

attached

Resolution.
1\'-"
SR:
HSM:

jph

insisted

on a much

operator has

subsequently

40, 000 annually. CONCLUSION The

approve the

South Florida. The

proposed operator

Attachment T:\

Administration recommends

that the Redevelopment Agency

GARAGE FACILITY MANAGEMENT AGREEMENT

CONVENTION CENTER HOTEL GARAGE
16TH STREET AND COLLINS AVENUE
By and

Between

Quik Park of Florida, Inc.

and

Miami Beach

F:\A

TTO\LEVL\

Execution

Copy

PARKING\PARKlNG7.

AGR

Redevelopment Agency

GARAGE FACILITY MANAGEMENT AGREEMENT

CONVENTION CENTER HOTEL GARAGE
16TH STREET AND COLLINS AVENUE

Table of Contents

Recitals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1

Article
1

Meaning

-Definitions .1
. . Section
. . . . . . . .1.
. . . . 1.
..........................................

of Words and Terms ................................

Article

-Management

the

of

3 Section
1.
3 Section 2.
Garage ...........................................
Management..............................................
Duties...................................................
3
2.
2.

Coordination

Section

Security..................................................
3.
2.
5

Article
of

3 Standards
-

Section

...........................
Quality and Operation for Garage. . 5
Relationship with Hotels. ....................................
1.
3.

5
3.

Section
2.

with Hotel Management. . . . . . . . . . . . . . . . . . . . . . . . . . .

5
Garage
Section 3.3.
Systems. . . . . . . .5
. . . . . . .Section
. . . .3.
........................

4. Hotel
Names
6

and Service Marks; Disclaimers. . . . . . . . . . . . . . . . . . . . .

Section
3.

5.

Parties

Named on

Insurance

6 Section 3. 6.
Policies. ..........................
7.Signs......................................
Inspections...............................................
6 Section 3.

6
Control

Article 4 Parking

Section

Equipment. ...........................................

Agency to
4. 1.

Provide
7
2. Repairand
7

Article

Equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Section 4.
Replacement. ...................................

3.
7.

Section

Reports. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Daily

9
Article 8 Funds. . . . . .9
. . . . . . . Sect
. io.n 8.
. . . . . 1.
. . .Fiduciary
. . .Duty
. .............................................
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ownership
2.
8.
Section
9
of
..............................
Funds;
Section
No Set-Off. 9
Interest on Amounts
8. 3.
Shortages. 9
. . . . . . . . . . . . . . . . . . . . . . . . . . .
Due;
............................
4.
8.
Section
Daily Deposit of Cash Receipts. . .10
Article

bursement of
9 Reim-

Certain

Expenditures. ................................
10 Section

....................................
Reasonable Expenses. .10
1.
9.

2.Advance
9.

Section

Costs

of

Payroll

and

Premiums for
Petty

3.
Cash
Affiliates

Fund.11. Section
. . . . . .9.
. . . 4.
. . . . . Non. . . . . . . . . . . . . . . . . . . . . .
to Supply Products

Services;Discounts. .. . . . . . . .
Article

and

Insurance. 11
. .Secti. o.n .9.
.......

11

10. -

and

Insurance

11 Section
Claims. .............................................
1.
10.

Section 10.2.General Provisions

Insurance. 11
........................................

Liability
to

Applicable

All

Policies.12
. .Section
. . . . 10.
. . . 3.
. . . . Indemnification.
. . . . ..........................................
. . .

14

Section

Deductibles

of

Payment
10. 4.

Under Insurance

Policies. . . . . . .14
. . . . . . . . . Section

5.
10.

Valet Operators ..................................

Unrelated

15

Fee. 15
. . . . . . . .Section
.........................................
Article 11 Management
-

Management
1.
. . .
. . .
cle 12
Fee . . . 15
. . Arti.
. . . . . Term
.. . . .. .. .. ... .. .. .. .
. .. .. .. ... .. .. .. .
. .. .. .. ... ..

11.

15

Section

12.

1.

Initial

Term. .............................................

Section 12.2.

15

15 Section 12.
Extension. ..............................................

3. Training

ofEmploye s

15

Article

Prior

toCommencement

Date. . . . . . . . . . . . . .

2.Notices
17.
18 Section
Hotels .........................................

Section
to

. . . . . . . . . . . . . . . . . . . .Arti. . .cl.e. . .18

..........
Change of Address. . .20
3.
17.
of Liability; No
Limitation
of Interest. 20
. . Section
...........................
Conflict

Limitation
1.
2.No
Liability. ......................................
of
20 Section 18.

18.

Conflict

of
20 Article 19 Interest. .....................................
Assignment;
Subcontracts. 20
..........................................
Section

1.
19.

No

20.

Assignment
Article
..
Agreement; No Subcontracts. . . . . 20
Section
Miscellaneous. . . . .21
......................
Successors and Assigns. ...................................
1.
21

Section

Section 20.
..........................................
Governing Law.21
20.2.

3.

Remedies Cumulative. . . 21
..................................

of
20

Section

20.

4.

Severability. .............................................
21 Section 20.

No Recording in
5.

Section 20.
Public Records.21
...............
6.
No

GARAGE FACILITY MANAGEMENT AGREEMENT

CONVENTION CENTER HOTEL GARAGE
16TH STREET AND COLLINS AVENUE

This

July ,
1998,
day of
Operator"),
Inc., a Florida corporation ( the Garage
"
a public body corporate and politic ( the "

Agreement ( the " Agreement"), dated

by and between Quik Park of

and Miami

Florida,

Beach Redevelopment

Agency,

as

of the ~

Agency").

a Garage Easement Agreement, dated as

a Florida corporation, owner
MB Redevelopment, Inc.,
Easement
Agreement, among other things,
of the Loews Miami Beach Hotel,which Garage
parking up
granted to MB Redevelopment a non-exclusive easement solely for the purpose of
to 560 vehicles in a garage facility located on the west side of Collins Avenue across from

A.The Agency has heretofore entered into

September 20, 1996,with
of

Recitals

the Loews Miami Beach Hotel

at Collins Avenue and 16th

The Agency has heretofore entered into a Garage Easement Agreement,

Beach, Florida. B.
dated as of May 28,1998,with RDP Royal Palm Hotel Limited Partnership,
a Florida limited partnership, owner of the Royal Palm Crowne Plaza Hotel, which
the purpose
Garage Easement Agreement, among other things,granted to RDP a non-exclusive easement solely for
of parking
Street,

Miami

up

The Loews Hotel and

to 174 vehicles in the Garage. C.
Garage for self-parking for their

the

the Crowne

Plaza

Hotel

will utilize

the Garage will be

operated
the
Agency
contractor,
manner
courteous
has heretofore issued a Request for Qualifications from experienced garage managers and has selected
the Garage Operator to manage the Garage and the Garage Operator has agreed to manage and
operate
motor vehicles and

guests'

in

for

In order
valet parking. D.

and efficient

to

assure

by a skilled

the Garage in accordance with this Agreement.

the

mutual promises

made

herein, the

independent

NOW

THEREFORE, in consideration

of

Garage

Operator

and

Agency agree as follows: Article

Terms.The following words and terms
the

that

Definitions

Meaning of Words and

1.
Section 1.

1.1.
as used in this Agreement shall have the following meanings: 1.
the
income
and
of
Budget"
mean
the
annual
expenses
of
budget
Approved
shall
by
have
been
approved
budget
shall
any
Fiscal
Year,
which
the
Garage for
Agency prior to commencement of such Fiscal Year,

and which

shallbe

at

least

updatedand

submitted

"

1.
1.2.
" Date" shall mean the date
Commencement
established by
Term of this Agreement, as set
forth

the Agency for commencement of the

in Section 12.
1 hereof. 1.
1.
3.
" Plaza
Crowne
Garage Easement Agreement" shall mean that certain Garage Easement Agreement between
Palm Hotel Limited Partnership, dated
the Agency and RDP Royal
as

May 28, 1998,recorded in Official

of

at Page _
of the
Crowne Plaza Hotel"

at Collins Avenue

Public

September

30

Dade County, Florida. 1.

1.
4. "

of

shall mean the Royal Palm

and

15th Street,

successor thereto. 1.
1.
Fiscal
5.

12)month

Records

Book _

Records

Miami

Year"
"

Crowne

Plaza

Hotel

located

Beach, Florida,or any

the twelve (

shall mean

commencing on October 1 of any year and ending on

of the following year. 1.
6.Garage"
"
shall mean
the
1.
period

garage facility located on

the west side of Collins Avenue across from the Loews

Miami Beach Hotel at Collins Avenue and 16th
"
Easement Agreements" shall mean
Street, Miami Beach, Florida. 1.1.7.Garage
Hotel
Garage
Eas
e
ment
Agreement
Crowne
Plaza
Loews
and the
Garage

the

Easement Agreement.

1.
1.
8.Garage
"

personnel of the Garage

Operator

the

Garage.

1.
1.9.
Garage

or

employee

of

the Garage

for the

shall mean all of the

are listed in the Approved Budget for

Employees"

whose positions

Supervisor" shall mean the officer

"

Operator who

has direct executive responsibility

operation

day- to-day

Garage. 1.
1. 10. Hotels"
"
shall mean the
Crowne Plaza

Hotel.

between
September 20,

dated

Miami Beach

Redevelopment

mean
Agency and

that

the

Hotel and the

certain Agreement

MB

1996,and recorded in the

of Dade County, Florida at Official

17360, at Page

Loews

1.

1.
11.Lease"
"
shall
Lease

of

Redevelopment,

Public

of
Inc.,

Records

Records Book

4753. 1.1.
12.Loews
"

that certain Garage Easement Agreement

between

the

Garage Easement Agreement" shall mean

Agency

and

MB Redevelopment, Inc.,dated as of September 20,1996, recorded in

Records
Official Records Book 17362 at Page 130 of the Public
of

mean the

LoewsMiami

and

16th

Beach

HotelatCollins

Avenue

13. "Loews Hotel"shall

Dade County, Florida. 1.1.

1.
16. Monthly
"
1.

shall mean a

Statement"

statement of

reasonable detail as may be reasonably required

by the Agency, certified as true and correct by a senior executive officer of
Garage Operator, with respect to the operation of the Garage during the month preceding

income,expenses and disbursements

in

the date
Users" shall mean valet
17.Permitted
"
and exit
parking operators, hotel guests and other persons who are permitted to enter
similar
devices
passes,
or
cards,
access
means
of
the Garage by
that may be
parking
cashier
each
to
the
time
utilized, so that they are not required to make payment

of such

they

enter

or

RDP

Royal

report.

exit

1.
1.

the Garage.

RDP" shall
1.
1.
18.
" mean

Palm Hotel Limited Partnership, a

19.Revenue"
"
the Crowne Plaza Hotel. 1.1.
from any
to
the
paid
or
all
monies
mean
Operator,
Garage
payable
shall
source, in connection with the operation of the Garage,including, but not limited to,
all income derived by the Garage Operator from the direct fees and
charges made for parking,all indirect revenues received through supplying of any other
services legally suppliable by the Garage Operator to users of the Garage, all
rents received by the Garage Operator from rental of space comprising any part of
the Garage, and any proceeds
Florida

limited

of use

partnership,

and

occupancy

owner of

insurance

on the

Garage or

1.
1.
20.Term"
"

beginning on the Commencement

established

shall

mean

any

the

part thereof.

thirty-

six month

period

Date

pursuant

Section 12.1

or as such period may be extended pursuant to Section 12.2 hereof.

Management. Subject to and upon the
Article 2 Management
1.
of the Garage Section 2.
terms and conditions set forth herein, and to the Approved Budget, the Garage
Operator shall manage and operate the Garage, and the Garage Operator agrees to make diligent efforts to
maximize revenues and minimize operating costs in a manner consistent with the standards of
quality set forth herein, and to operate the Garage in an efficient manner giving due consideration to
the Loews Hotel and the Crowne Plaza Hotel.It is
the non-exclusive parking easements of
expressly understood and agreed that the Garage shall be open for business 24
hours a day, seven days a week, including holidays. The Garage Operator acknowledges that it
has reviewed the construction plans and specifications for the Garage, has visited the construction site,
and confirms that the Garage, as being constructed, will be sufficient for the purposes contemplated by this
Agreement. It is expressly understood and agreed that this Agreement will not take effect
unless and until the construction of the Garage is successfully completed to the satisfaction
hereof,

amounts payable hereunder to the Garage Operator shall be due

Duties. The duties
2.
until the Garage is opened for business. Section 2.
of the Garage Operator shall be at the direction of the Agency. Notwithstanding anything to the contrary
of

contained herein,the Garage

shall

be

the

Operator

Agency, and that no

Operator in accordance with the Approved Budget. The Garage Operator' s duties shall include,
but not be limited to, the following:
1.
2.
2.
Hiring,training and supervising
operation

all personnel

2.Providing security
of the Garage; 2.2.
users
and
Garage
vehicles in the
at all
Garage

employed for the

personnel, and security for

2.3 Purchasing
times,consistent with the Approved Budget;2.
operate,
cl
e
an
needed
to
and maintain the Garage,
housekeeping equipment
including, but not limited to, spare parts for parking control equipment, as
directed by

the supplies and

the Agency and

in

accordance

with the

Approved

Budget;2.

4 Submitting detailed reports as provided in the Garage Easement

2.
2.
2.
5 Creating and maintaining records relating to the collection and deposit

revenue

derived

from operation of the

Article 7 hereof; 2.

Garage, as more

Agreements;

of

fully

set forth in

6 Maintaining
2.

revenue, payroll,

expense, parking activity and other such

accounting and

statistical records required by the Agency; 2.2.

7 Preparing and submit ing to
Agency
an
the
annual budget by March 1 of each year

Agency throughout the term of the

Agreement, which annual budget, upon approval by the Agency in accordance with
Section 2.
2.7 hereof shall be the Approved Budget for

for review

and approval by the

the operation and maintenance of the

Garage; and preparing

modifications to the
to

Agency such amendments, supplements or other

as may be necessary from time

and submitting to the

Approved Budget

8 Informing the Agency of the need for

time;2.2.
to,and the painting or patching of the Garage, its

equipment,

the
2.
fixtures and furnishings; 2.
9 Informing
or events which occur, such as fire,flood, vandalism,
damage of any other

operating
unusual

incidents

casualty, or

major

Agency

repairs,

replacements

of

any

theft,

kind;2.2.10 Preparing and submitting to the Agency within

forty- eight ( 48)
hours a report on each occurrence of damage
or
personal
claims
and/
injury

arising

in

2.11
connection with the operation of the Garage; 2.
or
patching
of
the
Garage,
its
painting

Negotiating for the repair,replacement, maintenance,

operating equipment,
at

andfurnishings generally,
fixtures

the

2.13 Coordinating,
2.
management regarding

on

a daily basis,

with the Hotels'

daily parking requirements. It is understood and agreed that this Agreement is for Garage
management services only, and at no time shall the Garage Employees perform valet services, or
otherwise operate the vehicles of customers of the Garage, or be in possession of keys to any vehicles
as set
in the Garage, or otherwise be responsible in any way for such vehicles, except

parked
forth

Security. The Garage Operator shall be

3.
this Agreement. Section 2.
to
responsible for providing security or patrol services for the Garage.Such security shall be comparable
shall
and
Count
y
area
Dade
in
the
Miamibe in
the security at other hotel garages
accordance with the Approved Budget. The Garage Operator may provide such security itself,or
may subcontract such security subject to the prior writ en approval of the Agency. In the event
obtain not less than
that the Garage Operator subcontracts such security, the Garage Operator shall
the
by
Agency. The Garage Operator
three (3) bids from security firms approved, in writing,
failure to
shall be required to indemnify the Agency for any loss, liability or expense arising from its
with the provisions of this Section 2. 3,
comply
unless such loss,liability or expense is
be
covered by insurance carried or required to

in

carried

by the

Agency pursuant to Article 10

of Quality and Operation for Garage. Section

Article 3 Standards
1.
Relationship with Hotels. Garage Operator understands and agrees that the Garage has been constructed
3.
to provide parking for the Loews Hotel and the Crowne Plaza Hotel, including provision of space for
valet parking and self- parking for the guests of each Hotel. The Garage Operator
acknowledges that it has received copies of each of the Garage Easement Agreements.
The Garage Operator covenants and agrees that in its management and operation of the Garage,
it will comply with the provisions of the Garage Easement Agreements, including, without limitation,
those provisions granting
to the Loews Miami Beach Hotel a non- exclusive easement to use
560 Parking Spaces (as such term is defined in the Loews Garage Easement Agreement)
and
those provisions granting to the Crowne Plaza Hotel non- exclusive easement to use
hereof.

174
is defined in the Crowne Plaza
as such term
Spaces (
a weekly basis, the Garage Supervisor
Management
.
On
Hotel
with
Section
3.
Easement
Agreement).
2.
Coordination
Garage
Hotels
or their designees, and, if
of
the
of
each
with
the
meet
general manager
will
Hotels,
manager
each
of
the
for
the valet parking
applicable,
for the purpose of coordinating
Parking

with
the Garage in order that Permitted Users are provided with service consistent with the level of
quality provided by the Hotels so that the Garage will appear to operate as an amenity
of the Hotels. At such meetings, the Garage Supervisor and the general managers of
the Hotels shall discuss and document the weekly parking requirements of

the operation of

each

Hotel and

forecast

upcoming events

at each

Garage Systems. The Garage

determine Garage staffing requirements. Section 3.3.
order
necessary
to
provide
may
be
and
pr
o
cedur
e
s
for
as
mechanisms
to

payment of Garage fees and

by

Hotel

charges

Hotel in

Operator will establish

Hotel Names and Service

4.
3.

Section

Marks; Disclaimers. The Garage Operator

Hotel or any other trademark, trade name or service mark relating

to the Hotel, except as and to the extent authorized in writing by each Hotel. At the request
i)
provide written disclaimers to Garage patrons and/ or (
of either Hotel,Garage Operato shall (
in
the
Garage,
notices
ii)
post writ en
each case mutually acceptable to Garage Operator
in
will

not

and

use

the name of

either

such Hotel,informing Garage

patrons

that

the Garage is

not

owned or

operated

by the

owner

or operator of
Named on

Policies. Each

Hotel
owner and Hotel operator and each of their affiliates, the Agency, the Garage Operator,
any Recognized Mortgagee ( as defined in the Lease),and any Facility Mortgagee ( as defined in the Lease),
shall be named as additional insureds on all liability insurance maintained by the Garage Operator
or the Agency and shall be entitled to certificates of
the

Hotel.Section

Parties
3.5.

Insurance

6.Inspections. The Agency shall have the right,

reflecting such insurance. Section 3.
at any time, without prior notice, to inspect, examine, and investigate any and all operations
and activities of the Garage Operator and its officers and employees in connection with the
operation and maintenance of the Garage and the performance of the Garage Operator under this
Agreement. The Agency shall have the right, at any time, without prior notice, to examine or audit the

insurance

books, records and papers of the Garage Operator insofar as they relate to the operation and/
or maintenance of the Garage or performance of the Garage Operator' s duties under this
Agreement. For the purposes of such audit or examination, the Garage Operator shall maintain all such
books, records and papers at a place in Miami- Dade County, Florida, approved by the
Agency in its reasonable discretion ( and, if the Garage Operator elects to do so, such books and records
may be kept at the Garage, provided that they are stored in such manner as to assure their
the event of hurricane and flood resulting from hurricane).The Garage Operator
agrees to cooperate with the Agency in any and all such inspections, examinations, investigations, and
audits, and aid the Agency,its officers, employees and
security in

outside

consultants

in

any

such

activities.

7.Signs. All signs on the

Section 3.

3.
7.
7.
shall be in conformance with this Section 3.
The Garage Operator shall be permit ed to display reasonable signage with its name
1.
as the operator of the Garage (including at the entrance
and/ or corporate logo identifying it

Garage

to the Garage). All such signs shall be subject to the prior

approval of the

in its reasonable

written

prior to being attached or affixed

discretion
Agency
to the Garage, and all such signs shall

applicable building, zoning and other applicable government

conformance with all
7.1,
2.
Except
as
provi
d
ed
the Garage
7.
in Section 3.
Operator shall not erect or display, or permit to be erected or displayed
any interior or exterior sign,poster,bil board or advertising matter or structure of any
kind on the Garage premises without first obtaining the written consent of the Agency. Any sign,
poster or other materials, if permitted by the Agency, shall be at
the sole cost and expense of the Garage Operator, and any such
sign,poster or other material installed shall thereupon become property of the Agency,
except sign age with the Garage Operator' s name and/ or logo. The Garage Operator

be
regulations.

shall remove any sign,

poster
or

other

in

3.

Agency in writing. The Garage Operator shall, at the Agency' s cost, install
signs as are requested and approved by the Agency to designate
appropriately the parking areas and their entrances and exits as well as for other

by

the

such other

purposes.
Article

Parking
-

Control

Agency to Provide Equipment. The Agency, at its sole cost

Section 4.1.
shall furnish all operating parking equipment which shall be used in the operation of the
Garage, and the Garage Operator shall use such equipment for said operation. The Agency shall have
the right at any time to install any revenue control equipment it desires, including, but not
limited to,cash registers and parking validation equipment, and the Garage Operator shall train
its personnel to use such equipment and shall incorporate such equipment into its operation
Equipment.

and expense

Repair and Replacement. The Garage

the Garage. Section 4.2.
operation
of the Agency' s
Operator shall train the Garage Employees in the proper use and
revenue control equipment and other equipment and machinery used in the operation of the
Garage. The Garage Operator shall promptly report to the Agency any breakdowns, necessity
for repair or replacement, operating problems or other technical problems with such equipment.
The Agency shall conduct an inspection of all such equipment and machinery, and of the physical
structure of the Garage, at least annually and the Agency shall be responsible for and pay the
cost of all necessary equipment replacement, major structural repairs, major exterior maintenance,
exterior painting, roof repair and replacement, and maintenance of any street level retail
space. Notwithstanding the foregoing, the Garage Operator shall be responsible for repairing or replacing any
equipment or portions of the Garage that are damaged or destroyed as a result of the
Garage Operator' s negligence, unless such damage is covered by insurance carried or required to be carried
of

the

by

annual
Agency pursuant to Article 1 0 hereof. Notwithstanding the Agency' s
2,the Garage Operator shall submit to the Agency, at
inspection required pursuant to this Section 4.
2.
time of submission of each budget required by Section 2.
the
7 hereof to be
s
t
a
t
e
ment
reporting on the condition
to
the
Agency
for
its
and
written
approval,
a
submitted
review
its
the
Garage
and
used
operation.The Garage Operator shall
of
the equipment
in
recommend the replacement, renewal or repair for
equipment for which the Agency is responsible. The Agency
shall within sixty (60) days of the receipt of such report respond in writing whether and on
what

schedule

it

said equipment or the Garage. Article

Parking Rates. The Agency, in its
and
absolute
shall
establish
parking
sole
discretion,
rates, discounts and parking privileges with
respect to the Garage. Such rates may include reduced rate parking to
employees, guests and others, arrangements to accommodate car rental agencies and Hotel concessionaires and other
special circumstances. The Agency shall consult with
intends

Garage Operator

inthis

decision

to replace

Rates.
Section

regard,
but the

Agency'

renew

or

repair

1.Establishment of
5.

Article

Personnel. Garage Operator shall provide all Garage

1.
6.
Employees necessary, in accordance
subject to the Approved Budget, to achieve the efficient,
safe,courteous, and proper operation of the Garage in accordance with the requirements of this
Agreement. All Garage Employees shall be employees of Garage Operator, and shall be
trained,hired, instructed, supervised and directed by Garage Operator. Without limiting the foregoing, the
number of Garage Employees and their salaries and benefits shall be subject to the prior written
approval of Agency. Prior to hiring any Garage Employees, the Garage Operator shall conduct
all appropriate screening procedures, including, without limitation, drug testing and review of each person' s
driver' s license and record of violations. At either Hotel' s request,all Garage Employees shall
participate in any Hotel- related training programs. In addition, as requested by either Hotel,
the Garage Supervisor shall attend Hotel staff meetings as may be necessary, in addition to
mandated by Section 3.
attending the meeting
so as to assure proper coordination of the Garage
2,
with the needs of each Hotel. The Garage Operator shall use commercially reasonable
efforts to employ, engage and retain only persons who are competent, efficient,
Section

Employees.

with and

and honest

qualified

on- site

of reputation. Section 6.
Garage Supervisor shall be subject
the priorwritten approval

to

Site Supervisor. Garage

Operator'

of the Agency. Section 6.3. No Discrimination

discriminate upon the basis of race, creed, color, national

in Employment. Garage Operator agrees

origin or

that

sex

the hiring of

in

2.On-

it will not

any

Garage Employees hereunder. Section

6. 4.

Compliance with Laws and Regulations. Garage Operator shall comply in all respect with all
applicable laws and regulations relating to its employment of Garage Employees including,
without

limitation, immigration and naturalization laws,worker'

compensation laws,

Section 6. 5. Conduct
courteous

and

of

Employees. Garage

laws regulating wages, hours and

Employees shall at all times conduct

manner, have the ability to communicate

properly uniformed, and

conduct themselves in a

with the

working conditions.
themselves in a

public,be neat, clean and

operation of convention center

hotels. As noted above, the manner in which the Garage is operated, including the conduct
of Garage Employees, is of great significance to Agency and Hotels. Accordingly, in the event that the
Agency

manner

consistent with the

or either Hotel

based upon

the

objects to the performance or conduct of any Garage Employee,

of a Hotel guest,Garage customer, or other sufficient evidence,
complaint
the
Garage

Operator shall review the matter and,if warranted, take appropriate action. Section
6.
6.
Uniforms. Garage Operator shall, at the Agency' s cost as provided in the
Approved Budget, provide uniforms for all Garage Employees, the design of which shall be subject to
the prior written approval of the Agency. The Garage Operator shall assure that all employees
are well-groomed and
their
uniforms
and
neatly
pressed
at
all
times.
It
shall
be
that
are clean
the obligation of each
Employee
to
care
for
his or her uniform, and the Agency shall not be responsible
Garage
therefor, unless federal or state law requires the employer to pay for the cleaning of such uniforms,
in which case the cost of such cleaning shall

be included

inthe

Garage Employees

ApprovedBudget.

All

the extent applicable, Garage Operator shall, for its

own account, conduct all negotiations relating to any union purporting to represent Garage
Employees, and neither Agency nor either of the Hotels shall be a party to or liable under any
collective bargaining or
7.Unions. To
6.

Section

similar

agreement. Article 7

of Account. Section 7.1.Accounting.Garage Operator shall,in

accordance with good accounting practice and in such form as the Agency shall require, keep such books of
account and records as will accurately and completely reflect all business done at,and all
income received and expenses and disbursements incurred in connection with the operation and
maintenance of,the Garage. Such books and records shall include individual parking
Books

consecutively numbered, dated and time stamped for each vehicle parked at the Garage as well
as all such books, records and reports required to be maintained by any governmental authority.
All such books, records and reports shall be maintained at Garage Operator' s office in Dade
County,Florida and shall be available for inspection, audit and copying by duly authorized
representatives of the Agency from time to time upon request. Garage Operator shall keep and preserve
all such books and records for a period of not less than five years, and shall not destroy or
remove same without giving the Agency prior written notice and
tickets and receipts,

to take possession thereof. Section 7.2.

tenth 1
( 0th)calendar day of each month, Garage Operator shall
Statement with respect to the operation
right

Monthly

Statements. Not later than the

to the Agency a Monthly

deliver

Daily Reports. At least once each

the Garage during the preceding month. Section 7.3.
reasonably
request, Garage Operator shall
shall
or
times
the
Agency
at such time
day,
gross
business
showing
for such day, and such
furnish the Agency and each Hotel a schedule
other information
of

as

the

Section 8.
and each Hotel may reasonably request. Article 8 Funds.
Fiduciary Duty. Garage Operator acknowledges that in its capacity as Garage Operator of the Garage it shall
1.
be acting in a fiduciary capacity with respect to the

Agency

2.
protection of and accounting for funds and other assets of Agency. Section 8.
Ownership of Funds;No Set- Off. All monies and other things of value collected by the
Garage Operator in the operation of the Garage shall be immediately, upon receipt thereof, the sole property
of
the Agency until distribution of the Management Fee as set forth in Article 11 hereof.
The Garage Operator shall have no right of set- off against such monies
proper

for

the

Management

Fee or

8.3.

for any

other amounts

owed

to it

by

the

on Amounts Due;Shortages. Any amounts not paid to the Agency

8.4 or any other provision hereof shall bear interest at

Agency.Section
deposited
pursuant to Section
the lesser of fifteen percent ( 15%)
per annum or the maximum amount permitted
by law. In the event of any shortages between monies collected

or

and the

GarageOperator'

shall

be

records,theGarage

Operator

Interest

Daily Deposit of Cash Receipts. At least once each day Garage

4.
8.
cash
receipts
Operator shall cause all
of the Garage to be deposited in a bank account designated by
the Agency, in the name of the Agency, and shall deliver evidence of such deposit to Agency, to
time determine. In
such employee or agent of Agency and at such address as Agency shall from time to
order to accomplish the foregoing, the Agency shall arrange with an armored car service to
have such deposits picked up from the Garage on a seven day a week basis,

Section

holidays.Article 9

including

Reimbursement

Reasonable Expenses. No amounts, other than those

1.
Certain Expenditures. Section 9.
prepared
Approved Budget
in
the
by
the
writing
Agency, and included
approved in
the
Garage
advanced
or
be
2.
7
to
reimbursed
in accordance with Section 2. hereof, shall
pr
o
per
l
y
incurred
and
reasonabl
y
pocket costs and expenses
Operator. The following out-ofthe Term in the performance of its obligations hereunder, in amounts
Garage Operator
of

during
by
in each Approved Budget prepared
not to exceed those approved by the Agency
Garage
be
7 hereof, shall
either reimbursed to
to Section 2.2.

pursuant

Operator or advanced to Garage Operator as provided in Section 9.2

term
and Benefits", which
Wages "
below: 9.1.1.
taxes,
r
e
l
a
t
e
d
and
salaries
and
wages
payroll
shall mean
medical
c
o
m
p
e
n
s
a
t
i
o
n
,
unempl
o
yment
workers
insurance,
state
social security taxes,
insurance, and
disability
insurance if applicable, for the Garage Employe s whose positions are listed in
the Approved Budget, and
shall

include such costs

by Agency

participation in any training program required

Hotel. 9.
1.

for

or either

Insurance", which
2.
" term shall mean

Operator

pursuant to Article 10

of

premiums

this Agreement.

for insurance provided by

1.3.Licenses
"
9.

Garage

and

Permits",

which

term shall mean fees for licenses and permits required in connection
with the operation of the Facility in the ordinary course of
4.
Operating
"
Supplies", which term shall mean the reasonable
1.
business. 9.
and necessary cost for paper supplies, parking tickets and
other printed materials, cleaning materials, light bulbs and other consumable and
expendable items required in the operation of the Garage in the ordinary course of
and Maintenance",which term
Repair"
business. 9.1.
5.
shall mean the reasonable and necessary cost and expense for the
upkeep and maintenance of the Garage in
the

ordinary course of

painting, striping

business,

and

including,

without

degreasing. This term

limitation, equipment

shall

service agreements,

not include structural repairs

Utilities", which
6.
"
which will be performed by the Agency. 9.1.
term shall mean

natural gas.

9.
1.

Expenses",which

7.Other"

Operating

electricity, water, telephone and

In

event shall any reimbursed expense include any costs attributable to any employee
Operator other than Garage Employees, or to any legal, administrative, supervisory,

no

of

Garage
accounting, auditing
Section

or

other overhead

or

home office costs incurred by

Garage Operator.

9.
2.Advance of Payroll Costs and Premiums

for Insurance. Upon

Benefits and premiums
included
to Article 10 hereof,and in accordance with the Approved

written approval

Agency, payroll costs

within Wages and

of the
for Insurance required pursuant
and Benefits, one (
Budget, shall be advanced to Garage Operator ( a)
in the case of Wages
1)
business day in advance of the applicable payroll date, subject to the prior receipt by
( )in the case
of Insurance premiums, fifteen (15)days
the Agency of adequate supporting data. and b
same become due and payable. All other amounts shall
prior to the date the
reimbursed
or advanced monthly fol owing submission by Garage Operator of the Monthly Statement,
be
accompanied by bills
Fund. The Garage Operator shall
unless such
Dollars ( $250. 00),
amount shall be increased by the Agency in its sole and absolute discretion,
for emergency and unanticipated items necessary for the daily operation of the Garage. The Garage
Operator shall account for all expenditures made from the petty cash fund and shall provide
the Agency with receipts for all expenditures therefrom. Upon receipt of a request for
reimbursement, together with a proper accounting and receipts as aforesaid, the Agency shall reimburse
said petty cash fund for said expenditures. The Garage Operator shall not
or

have a

other sufficient
petty cash

request

supporting

documentation.

Petty
3.
Section 9.

Cash

fund of Two Hundred and Fifty

reimbursement more than

once in each calendar month, Section 9.

to Supply Products and Services; Discounts. Except as otherwise expressly
approved by Agency, all products and services for which Garage Operator requests advance
or reimbursement pursuant to this Agreement shall be provided by independent third parties who
are not affiliated with Garage Operator. Garage Operator shall make available to the Agency any quantity
discounts, rebates or refunds available to it
4.
Non-Affiliates

in

connection with the

operation
- and Claims. Section 10.1.
Liability
of its parking management business generally. Article 10. Insurance
Insurance. At all times during the Term, the Agency, at its sole cost and expense, shall
carry or cause to be carried by the Garage Operator, insurance against liability with respect to

the Garage and the operations related thereto, whether

conducted on or off the
of not less than ten million dollars 10,
($000, 000)per occurrence ( subject to
adjustment for inflation),combined single limit, with a deductible determined by the Agency, or
not more than 10,000 per occurrence, subject to adjustment for inflation and designating the Agency as
a named insured. In the event that the Agency requires, at its sole option, the
Garage Operator to procure such insurance, the Agency shall give written notice to the Garage Operator
specifying the types of coverage, policy limits and deductibles to be obtained, and the
date on
which such coverage must be effective, and the Garage Operator shall thereafter obtain not
less than three (3)
bids for such insurance from insurance companies that meet the requirements set
in
this
place such insurance with
forth
Article 10,and shall
Garage premises

the company that provides

looverwestal premium

to

the

1. 1.
10.
Garagekeeper' s legal liability coverage in an amount not less
to adjustment
five mil ion dollars 5,
(
($000, 000) subject
for inflation)per occurrence, with a deductible determined by Owner,but not
more than one hundred thousand dollars 100, 000) per loss,subject
automobile liability insurance covering any automobile owned,
to adjustment for inflation; and (ii)
not owned or hired in
a amount not less than ten
dollars ($10, 000,000)subject (
to adjustment for inflation) per occurrence,
million
with a
than
deductible determined by Owner of not more
ten thousand dollars ($10, 000) per loss, subject to adjustment for

than

inflation. Such insurance

shall meet all of the standards, limits, minimums and requirements described
in Section 7.7 of the Lease,a copy of which is
and by this reference incorporated
attached hereto as Exhibit A,
herein, except for

provisions

the

regarding Recognized

Mortgagees

and except

that

all determinations

shall
be

made

the

by

Agency.

10.1.
2.
Workers' compensation insurance as required by law, including
1.
4.
An excess liability, umbrella policy. 10.
employers' liability. 10. 1.3.
Fidelity insurance covering any dishonest or fraudulent act of the Garage Operator and/
or
acting alone or in
its employees whether
collusion with others, including robbery

without deductible)

within the premises, with a limit

of not less than $
000.00 per employee and
5,

25,

000

for robbery

per

5.
Such
such insurance

is

month. 10. 1.

other insurance as the

commonly

for

Agency may reasonably request provided

garage operations in the South Florida

provided
Provisions Applicable to All Policies. 10.
2. 1.
Insurance Companies. All of
this Article 11 shall be procured from
hotel

area.Section 10.
2.
General
the insurance

policies

required

by

companies licensed

or authorized
in

to do business in the State of Florida that have a rating

the latest edition of "Best' s Key Rating Guide" of

or better
AX"
rating acceptable
Required

by

to Agency, considering
shall

"

comparable

forms and

Forms. All
this Article 10

or

or another

be

market

conditions. 10.
2.2

coverages referred to in or required

those used by the Insurance Services

equivalent forms satisfactory to the

Reauired Certificates. Certificates

Agency. 10. 2.3.
of insurance evidencing the issuance of all insurance required by this Article 10,
describing the coverage and providing for thirty (30)
days prior notice to
Agency by the insurance company of cancellation or non-renewal, shall be delivered to the
Organization ( ISO)

Agency, in the

renewing

caseof

any

anypolicies replacing

or

duly authorized agent having the authority

Garage Operator shall deliver to the Agency an entire
or
a
duplicate original
copy ( certified by Garage Operator to be true, complete and
correct) of each policy within a reasonable period of time after request therefor by
the Agency. Garage Operator shall notify the Agency of any material changes in
the coverage provided under any policy promptly after requesting an insurance
company to make such change or receiving any notice from an insurance
company advising Garage Operator of any such change; provided, however, that
no such change may reduce or otherwise modify the insurance coverage required
under this Agreement.
the

original signature of

an

officer

or

to issue the certificate.

Required
Insurance Policv Clauses. Each policy of insurance
4.
10.2.
of this Article 10 and
required to be carried pursuant to the provisions
each certificate issued by or on behalf of the insurer shall contain (i)
a provision
stating substantial y that no act or omission of Garage Operator or the Agency ( or any
other Person) or any use or occupation of the Garage for purposes more
hazardous than are permitted by the policy shall invalidate the policy as to the Agency
or the Garage Operator or affect or limit the obligation of the insurance company to pay
to Agency or the Garage Operator the amount of any loss sustained and that
no act or omission of the Agency or the Garage Operator shall invalidate the policy
as to Agency or the Garage Operator or affect or limit the obligation of
the insurance company to pay to Agency or the Garage Operator the amount of any loss; (
ii)a written waiver of the right of subrogation against all of the
named insureds and additional insureds, including the Agency and the Garage Operator
or any other party named in such policy, with respect to losses payable under
such policy; ( iii)
with respect to each policy of liability insurance, a clause
designating the Agency and the Garage
Operator as additional insureds, ( iv)
with respect
each
pol
i
c
y
of
i
n
surance,
clause
d
e
s
i
g
n
a
t
i
n
g
the
to
property
a
Agency as a
loss payee, as its interests may appear, for
excess of $
in
losses
250, 000,
for
inflation;
v)
(
an
by
the
insurer
that
adjusted
agreement
such
policy shall not be canceled, material y modified, or
denied renewal without at least
thirty ( 30)
days prior written notice to the Agency and the Garage Operator,
a
standard New York form of mortgagee endorsement
under
or its equivalent, specifically covering, without limitation, cancellation or non- renewal for nonpayment of premium; and ( vi)
any such insurance coverage shall be
primary, regardless of any

other

insurance

5.Separate
carried by the Garage Operator. 10.
2.
not carry separate liability or property insurance concurrent in form
or contributing in the event of loss with that required by this Agre ment
to be furnished by Garage Operator, unless the Agency is included therein as
an additional insured with respect to liability or unless the Agency is included therein as
a loss payee with respect to property, as its interest

Insurance. Garage Operator shall

may appear, with

policies forall insurance required by any provision

this

Agreement

of

as in this Agreement provided. 10. 2.

shall procure or cause to be procured

loss payable

Duration of Policies. Garage

6.

Operator

of not less than

to time at

one (

least

year and shall procure renewals thereof from time

1)
30)
days before the
thirty (

expiration

7 Annual Aggregates. If there is imposed

thereof. 10. 2.
under any liability insurance policy required hereunder an annual aggregate which is
applicable to claims other than products liability and completed operations, such
times the per
an annual aggregate shall
not be less than two (2)

2.8.
Waiver by
limit required for such insurance. 10.
i)
upon
request of
any
other
this
Agency. Notwithstanding
provision of
Agreement, (
the Garage Operator, the Agency shall execute all documents and take all actions
reasonably requested by the Garage Operator to waive the rights of the
Agency to receive the proceeds under any insurance policy provided for
hereunder, provided that such proce ds are applied in accordance with this Agreement, and (
ii)
the Agency shall have
occurrence

right to adjust any insurance provided for hereunder. 10.2.

Representation as to Adeauacy of Coverage. The requirements set forth herein
with respect to the nature and amount of insurance coverage to be
maintained or caused to be maintained by Garage Operator hereunder shall not constitute
a representation or
the

No
9.

insurance is in any respect adequate.

insurance required to be
Umbrella
carried by the Garage Operator pursuant to the provisions of this Agreement may,at
the election of the Agency, be effected by blanket, wrapup and/ or umbrella policies covering the Garage and other properties, provided such
warranty

by

the Agency

that such

Blanket or
10.2.
10.

Policies. The

policies otherwise comply with the provisions of this Agreement and

allocate to the Garage the specified coverage, including, without limitation, the
specified coverage for all insureds required to be named as insureds or
additional insureds hereunder, without possibility of reduction or coinsurance by reason of,
or because of damage to,
any other properties named therein. If the
insurance required by this Agreement shall be effected by any such blanket
or umbrella policies, Garage Operator shall furnish to the Agency certificates of insurance
and,upon the request of the Agency,copies (certified by Garage

Operator to
together

be true,complete and

correct)of

such

policies

with

schedules annexed thereto setting forth the amount of

Garage Operator shall indemnify and hold
har
m
l
e
s
from
and
any
and
Agency
against
all loss,claim,cost, damage, liability and expense ( including
at
t
o
r
n
ey'
based
the
failure
reasonable
s fees)
by Garage Operator to provide any of the
upon

insurance applicable

insurance required

to the

Garage. Section 10. 3.

Indemnification.

in

writing

by the Agency to be provided by the Garage Operator

1 of this Agreement. Section 10.
4.Payment of Deductibles Under
pursuant to Section 10.
is
understood
and
agreed
that
be responsible
Insurance Policies. It
the Agency shall
for the payment of
deductibles under theinsurance policies required

by

this

5.
10.
Unrelated

Section
Hotels

services

that

either or both of

Garage

that are business entities other

the

Operator, the

shall use its best

Agency
Garage

Valet Operators. In the event

than the
efforts to require that such valet services name the Agency and the
as named insureds on their insurance policies with regard to their valet parking operations

use

valet parking

Operator

at

the

Hotel(

Article
s).

1.Management Fee.In consideration of the services

Management Fee. Section 11.
to be performed by the Garage Operator hereunder, the Agency shall pay to the
Garage Operator an annual Management
Fee of Forty Thousand Dollars ($40,000.
00),
payable in equal installments of Three Thousand Three Hundred
and Thirty- Three Dollars
per
Thirty
Three
Cents
($
333.
33)
and
3,
11

month,

in

each month. Article 12 - Term.

Section 12.1.
Initial Term. The Term of this Agreement shall
commence on the Commencement Date
days prior written
fixed by the Agency upon at least forty-five ( 45)
accordance
notice to Garage Operator and shall continue, unless sooner terminated in
with the provisions hereof, until midnight of
arrears,

payable

the last

on

the

last

day of

day

which the Commencement Date

occurs. Section 12. 2.
Extension. In the sole and absolute discretion of the Agency, for any reason
or for no reason, the Term of this Agreement may be extended
for one period of twelve (
12)months,and, in such case,
of

thirty- sixth (36th) month following the month in

the

(
Agency shall provide at least sixty 60)
days
Training of
prior written notice of such extension to the Garage Operator. Section 12.3.
to
Date.
at
the request
Prior
to
the
contrary,
Employees
Commencement
Notwithstanding anything herein
of the Agency, Garage Operator will commence training at the Garage for Garage Employees prior to the Commencement Date.
Such training shall be at the sole expense of the Agency, but in no event shall
the
expense of such
the

training
the

amount

Budget

prepared pursuant to Section

Termination By Agency Upon
Certain Events.

Operator upon

exceed

set forth for such purpose in the first Approved

. Section 13.1.
this Agreement. Article 13 Default-

2.
2 of

This Agreement may be terminated by Agency

the happening of anyone or more of the

13.1.
1.The

failure

by Garage Operator

to

by written notice to Garage

following

remit or

events:

cause

to

be remitted the cash proceeds of the Facility to the Agency as

required in Section 8.4
hereof.13.1.
2.
The failure of Garage

Operator to

fulfilits

the

reasonable

obligations

underthis Agreement

to

5.13.1.6.
3.13. 1.
13.1.
13. 1.
4.
The

valet and other

failure of the Garage Operator to coordinate the
3.
in accordance with Section
2 hereof and
the continuance of such

parking requirements of the Hotels

failure for a period

calendar days after written

of fifteen 15)
(
notice thereof by Agency. Termination of the valet parking agreement between the Garage Operator and
either

of the Hotels
contract. Garage Operator shall (

cause, and

than at the

expiration of a written
a) apply for or consent to the appointment of, or
the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of
admit in writing its inability, or
all or a substantial part of its property, (b)
fail,
to
pay
become due,
its
debts
as
such
debts
c)
generally
( make
a general assignment for the benefit of its creditors, ( d)commence a voluntary case
under the Federal Bankruptcy Code ( as now or hereafter in effect),
e)
(
file a petition seeking to take advantage of any other law relating to
bankruptcy, insolvency, reorganization, winding- up, or composition or adjustment of debts, or ( f)
fail to controvert in a timely and appropriate manner, or acquiesce
in writing
to, any

with

other

against Garage Operator in an

involuntary case under

Bankruptcy
commenced, without the
application
in any
the liquidation, reorganization, dissolution, winding- up,
court of competent jurisdiction, seeking (a)
or composition or readjustment of debts, of Garage Operator (b)the appointment of a
trustee, receiver, custodian, liquidator or the like of Garage Operator or of all
or any substantial part of its assets, c)
similar relief in
(
respect of Garage Operator under any law relating to bankruptcy, insolvency, reorganization,
winding-up, or composition or adjustment
of debts, and such proceeding or case
shall continue undismissed for a period of sixty 60)
( calendar days,or an
the foregoing shall be entered and
order,judgment or decree approving or ordering any of
continue unstayed and in effect for a period of sixty 60)
( calendar
days, or an
such

order

petition filed

Code.A proceeding or case shall be

or consent of Garage Operator

for

relief against Garage Operator shall be entered in an

such
Bankruptcy
Code. Section 13.
2. Termination By Garage Operator. This Agreement may be terminated
under
upon written notice to the Agency in the event of the failure of

involuntary case
by Garage Operator
the Agency to perform, keep or
the
failure

fulfill

any of its

obligations under

this Agreement and

continuance of such

calendar days
for a period of fifteen (15)
dependent Contractor; Subordination. Section 14.
1.Independent
after written notice thereof by Garage Operator. Article 14 InContractor; Agreement Subordinate. This Agreement is an agreement for the provision of personal services and does not create,
directly or indirectly on the part of Garage Operator, any interest in or
to the Garage or any interest in real property.The parties acknowledge that Garage Operator is
an independent contractor andnot the

employee

or

agent,

partnership or joint venture, or be construed to create a lease, license or concession.

This Agreement is subject and subordinate to all underlying leases and to all mortgages and/ or
bond covenants which may now or at any time hereafter affect the Garage. Garage Operator shall
not take any action which would violate any provision of any such lease, mortgage, bond covenant
or other agreement known to it which may now or hereafter affect the Garage.
or

create

Article

15 Labor
-

Garage Operator Responsible for Labor Relations. It is

1.
Section 15.
understood that the Garage Operator is solely responsible for its labor relations. In the event
that Garage Operator becomes involved in a labor dispute and as a result thereof (i)
the Garage is
and/
labor
d
i
s
t
u
r
b
a
n
c
e
to
a
strike,
material
the
or
ot
h
er
w
i
s
e
subjected
walkout
or
or ii)
(
picketed
Facility picketed or otherwise subjected to a strike,walkout or material labor disturbance; then, in either
such case, the Agency may require Garage Operator to cease doing business at the Garage
days, then, in either such event,
and,if either condition persists for
more than five ( 5)
the Agency

Matters.

may

terminate this
Use of Hazardous Materials. Garage
1.
Section 16.
defined
in the Lease) to be brought on,
as
Garage, except as necessary or useful to the operation of

Article 16 -Hazardous Materials.

Agreement.

Operator shall

not

cause or permit any

Hazardous Materials (

used in or about the

the Garage and in compliance with all

kept or

as defined in the Lease).

Section
Laws (
comply with all Environmental Laws with

16. 2.
Compliance.

The Garage Operator shall

respect

to

of the Garage.Section

Environmental

the use and operation

3.
Indemnification.
16.

Garage Operator hereby indemnifies and holds harmless the Agency from and against
any and all Environmental Damages (as defined in the Lease) resulting from Environmental Conditions ( as
defined in

the Lease) created by or resulting from the operation of the Garage by the Garage
Operator during or after the Term. This obligation shall include the burden and
expense of defending all claims, suits and administrative proceedings (with counsel reasonably satisfactory
to the Agency) and conducting all negotiations of any description, and paying and discharging, when and
as the same become due, any
and

judgments, penalties

or other sums due

against the Agency. Section 16.4.

all
Agreement.

Survival. The provisions

of

this Article 16
shall survive
the termination of this
Article 17 Notices,
- Consent, etc.Section 17. 1.Notices Between Parties. All notices, requests, demands and
other communications betwe n the parties hereto must be in writing and shall be deemed to have been

duly given

if delivered by

mailed by firstclass

mail, return

receipt

certified

hand, sent

by

overnight delivery

service,

or

If to the

Agency:
Miami Beach

Redevelopment Agency

1700 Convention Center

Drive Miami Beach,
33139 Attention:

Florida
Executive

Director

with a

copy to:

General Counsel

Miami Beach

Redevelopment Agency 1700

Convention Center Drive

Miami Beach,

Florida 33139
If to

Garage

Operator: Mr.
Jacob

Sopher Quik

Park 425 East

61

st

Street New

York,NY

10021

with a copy

Alberto
to:

Esq. Tew Cardenas Rebak

Lehman DeMaria &

Cardenas,
Kellogg

Tague,
L.
L.

2600 Miami,FL 33131 Section

communications to either or both of the Hotels hereunder
be
in
and
shall
be deemed to have been duly given if delivered by hand,
must
writing
class certified
sent by overnight delivery service, or mailed by firstP.

201 South Biscayne

Boulevard Suite

Notices to Hotels. All notices, requests,demands and other

17. 2.

mail, return receipt requested, postage and

follows:

fees

If to
Loews Miami

Beach

Hotel

prior to the
opening

Inc. 407Lincoln
Suite

6-

Road

date: MB Redevelopment,

prepaid and

addressed

as

If to Loews Miami Beach Hotel after the

MB

opening

date:

Redevelopment, Inc.
Loews Miami Beach Hotel
1601 Collins

c/ o

Avenue Miami Beach,

FL
General Manager

In

33139

Attn:

all cases with

copies to:
Loews

Hotels

Holding Corporation
667 Madison Avenue
New

York,NY

10021

Attn:Corporate Secretary
and Hughes Hubbard &
Reed
201 South
Biscayne

Boulevard Suite 2500

Miami,

FL 33131 Attn: William A.

Weber, Esq.If
to
Hotel: RDP

the

Royal Palm Crowne

Royal Palm

Plaza

Hotel Limited

Partnership c/o Peebles

Atlantic
Development Corporation 100
S. E. Second Street Suite
4650

Miami

Beach,

FL
President With

33131 Attn: R.Donahue Peebles,

copies to:
RDP Royal

Palm

Hotel Limited

Partnership
o
c/

Peebles
N.

Suite 606Washington,DC
Attn:S.

20037

Atlantic Development Corporation 2600 Virginia Avenue,

Holland & Knight LLP

701 Brickell
Avenue 30th

Floor Miami,
FL

33131 Attn: Stuart

K.

Hoffman,

Esq.Section 17.3.Change of Address. Any party hereto, or either of the

Hotels,may change its address for notices by notifying all other parties
listed in this Article 17 of
its new address in writing and delivered by hand, sent by overnight delivery service, or mailed
by

first-class certified mail, return receipt

to

of

their last

requested, postage and fees prepaid

addresses

hereunder. Article 18 -Limitation

Liability;No Conflict

of Interest.Section 18.1.Limitation of Liability. Garage Operator

for so long as the Garage is owned by the Agency,the covenants and obligations
contained in this Agreement on the part of the Agency shall be covenants and obligations of the
Agency only and not of
any member, official or employee of the Agency individually. No member,
or
empl
o
yee
of
the Agency shall be individually liable for breach of any covenant or obligation
official
of the Agency and no recourse shall be had against the assets of any
member, official or
employee of the Agency for payment of any services due,
enforcement
of
or
any other relief,
based upon any claim made by Garage Operator
agrees that

for

breach of any such

2.No Conflict
covenant or obligation. Section 18.
of Interest. Garage Operator represents and warrants that,to the best of its actual knowledge, no
member, official or
employee of the Agency, or of the City of Miami Beach, Florida, has any
direct
or indirect financial interest in this Agreement, nor has participated
in any decision relating to
this Agreement that is prohibited by law. Garage

Operator represents and warrants that,to the best of

its knowledge, no official, agent, employee or representative of the Agency or the City of Miami
Beach, Florida, has received any payment or other consideration for
the making of this
Agreement, directly or indirectly from the Garage Operator. Garage Operator represents and warrants that it has not paid or
given, and will not payor give,any third person any money or other consideration
for obtaining this Agreement, other than the normal costs of conducting business
and costs of professional services, such as attorneys. Garage Operator acknowledges that the
Agency is relying upon the foregoing representations and warranties in entering into this Agreement
and

would not

enter
into this Agreement absent the same. Article 19 -Assignment; Subcontracts. Section 19.
No Assignment of Agreement; No Subcontracts. All of
1.
the terms of this Agreement shall
be binding upon the respective successors and assigns of
the parties hereto and shall inure to
the benefit of and be enforceable
by the parties hereto and their respective
successors and assigns; provided, however, that
Garage Operator shall not assign this Agre ment or any of its rights
or obligations hereunder unless in each case it obtains the prior
written consent of the Agency,which may
be granted or
withheld in the Agency' s sole and absolute discretion,
with or without
reason. For the purpose of this Agreement, an assignment
Garage
by
Operator shall be deemed to
include any change in
the beneficial ownership of Garage Operator which results in a majority of Garage
Operator' s capital stock of all classes not being
owned beneficially by Mr. Jacob
Sopher or members of his

family.The

immediate

any part of its duties or responsibilities hereunder, unless in each case it obtains the prior written
consent of the Agency, which may be granted or withheld in the Agency' s sole and absolute
discretion, with or without reason It is understood and agreed that in the event that the
Agency
does permit the Garage Operator to subcontract any portion of its duties, the Garage Operator
shall use its best efforts to utilize the services of contractors or subcontractors who may supply the
goods or services needed through existing contracts or subcontracts with the Agency or the City

of Miami Beach, whenever it

doing

so

would be

economically advantageous

to the

Agency

or

said

City.
Article
Miscellaneous.

20

Section 20.1.
Successors

by this Agreement shall extend to

and bind

and

the

Assigns. The rights

and

Garage Operator the Agency and

liabilities

created

each

of

their
successors

and

be construed

assigns.

and

Section

2.Governing
20.

accordance with, and governed

enforced in
both substantive and remedial, without regard to principles
litigation arising out of this Agreement shall

of

Law. This Agreement

shall

by,the laws of Florida,

of laws. The exclusive venue for any

be Dade County, Florida, if in state court,and the
conflict

U.
S.District Court, Southern District of
Florida,

if in

The remedies provided herein shall

preclude

the

nor shall

of any other

exercise

the

specification

of remedies

federal court. Section 20.3.Remedies Cumulative.

cumulative and

deemed
remedy provided herein
herein exclude any rights

be

the exercise of one remedy shall not

or available at law or in equity,

or

remedies at law or in equity. Section 20. 4.Severability. If any

this
Agreement or the application thereof to either party hereto or circumstance is,
of
to
any extent, finally determined by a court of competent jurisdiction to be invalid and
provision

unenforceable, the

remainder of this Agreement, and the application of such provision to either party hereto or circumstance
other than those to which it is held invalid and unenforceable, shall not be
affected
thereby and each term and provision of this Agreement shall be valid
and
enforceable to the fullest extent
permitted by law. Section 20.5.
No Recording in Public Records. Garage Operator shall not record this Agreement or any memorandum
hereof in the public records without the prior writ en consent of the Agency, which may be granted
or

withheld in

the

sole

and

No Continuing Waiver. Waiver

absolute

of

discretion, with or without cause, of the Agency. Section 20.

6.
of the provisions hereof shall not be deemed

any breach of any

a waiver of any

other
provisions hereof and such provisions shall remain in full force and effect. Section
7.
Table of Contents and Headings. The table of contents and headings of this Agreement
20.
are for purposes of convenience of reference only

and shall not limit

otherwise

affect

or

Section

20.8.
No Waiver

Agre ment or

of

Police or

Governmental Power. Nothing in

this

acts or omissions in connection herewith shall be deemed in any manner

limit or otherwise affect the authority of the Agency in the discharge of its

any

in
to waive, impair,
police or
governmental

parties'

Time of Essence.
power. Section 20.9.

Time

is of

the

essence in

the

performance of the Garage Operator' s duties and

obligations

this Agreement. Section

20. 10. Interpretation. The
under
similar
expr
e
ssi
o
ns
used
in
this
Agreement
words
and
relate to the whole of this
and
not
only
Agreement
to the provisions in which such expressions appear. This Agreement shall
be read with all changes in number and gender as may be appropriate or required by
the context.Any reference to the Garage Operator includes, when the context allows, the
h"
ereof," heret
" o," " hereunder,"

employees, agents

and licensees of

Operator might reasonably

negotiated

by

the

be

each party hereto and its

more

Garage Operator,

and all other over whom the Garage

exercise control.This Agreement has been fully reviewed and
counsel and shall not be

expected to
legal

strictly

11. Entire
construed against either party. Section 20.
This
Agreement embodies the entire agreement and understanding between the
Amendments.
Agency and Garage Operator and supersedes all prior agreements and understandings relating to the
subject matter hereof,and there are no other agreements or understandings between them.
This Agreement may not be modified or amended or any term or provision hereof waived or discharged
except in writing, signed by the party against whom such amendment, modification,

Agreement;No

waiver or discharge is

executed this

Agreement
as

of the

datefirst

written

TTO\

above.SEAL]Attest: F:\

sought to be enforced. IN

WITNESS

WHEREOF, the parties have

ami

op~

Beaile'

ntAgenq

Niesen O. Kasdin

Chairman

SEAL]

d~
Robert Parcher

Secretary
APPROVED AS TO
FORM & LANGUAGE

FOR EXECUTION

J-:ianfi
If&
/ 1(
Beach

Redevelopment Agency

f;IAITOILEVLIPARKINGlPARKING7. AGR

Execulion

Copy

t7/~ ~

Index of Defined Terms

Page
Agency ...................................................................
1
Agreement .1
.,..............................................................
Approved Budget ...........................................................
1 Commencement Date 2
. . . . . .Crowne
. . . . . .
Plaza Garage Easement

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Agreement .2
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Crowne Plaza
2
Hotel .........................................................

Environmental
Conditions .17
. . . . . . . . . . . . Environmental
.......................................
17
Laws ........................................................
Fiscal Year ................................................................
2 Garage ...................................................................
2 Garage

Easement
Agreements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2 Garage Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2 Garage Operator 1
Garage Supervisor ..........................................................

2 Hazardous
Materials . .17
. . . . . . . . . .Insurance
.............................,..............
................................................................
10 Lease ..........................................................,.........
2 Licenses
and Permits .......................................................
10
Loews Garage
Easement

Agreement .2
. . . . . . Loews
.....................................
Hotel ...............................................................
2

Management
M
Fee 2
...........................................................

B Redevelopment .2
............................

Monthly

Statement ..........................................................
3