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Agreement 8/8/1996 fl.},; ;?~J~/w 1:7U"'l , , AGREEMENT BY AND BETWEEN THE MIAMI BEACH REDEVELOPMENT AGENCY AND KROLL ASSOCIATES, INC. THIS AGREEMENT (the "Agreement") is dated as of the date that the last party hereto signs this Agreement and is by and between the MIAMI BEACH REDEVELOPMENT AGENCY, a public body corporate and politic (the "RDA"), and KROLL ASSOCIATES, INC., a Florida corporation ("Kroll") at 200 South Biscayne Boulevard, Suite 1000, Miami, Florida 33133. IN EXCHANGE for the mutual promises set forth herein, and other good and valuable consideration, the receipt and adequacy of which is hereby conclusively acknowledged, the parties agree as follows: I. SCOPE OF SERVICES. Kroll shall perform, in a professional and diligent manner, those services specified in Exhibit "A", which exhibit is attached hereto and incorporated herein. At all times, Kroll shall perform these services for the benefit and to the satisfaction of the RDA. 2. TERM. The term of this Agreement shall run from the date of this Agreement until the RDA and Kroll have performed all oftheir obligations under this Agreement. 3. COMPENSATION. The total compensation to be paid by the RDA to Kroll pursuant to the Agreement, including Kroll's fees and all expenses of any kind to be incurred, shall not exceed $7,500. Kroll's fee will be based on the time expended by Kroll in performing the services under this Agreement, at the rates indicated on Exhibit "B", which exhibit is attached hereto and incorporated herein. All expenses incurred must be reasonable and out-of-pocket. Kroll will submit an invoice to the RDA for services performed and expenses incurred (1) within thirty (30) days of the date of this Agreement, (2) on or near each thirty (30) day anniversary thereafter and (3) after the performance of all its services under this Agreement. RDA will pay Kroll the amount of the invoice within thirty (30) days after the RDA's receipt of the invoice. All invoices must provide a detailed breakdown of time incurred, to one half of an hour, and expenses must be supported by written documentation, such as receipts. 4. TERMINATION. Either party can, in its sole discretion, terminate this Agreement at any time upon written notice. 5. DEFAULTS. Kroll shall be in default of this Agreement if Kroll fails to fulfill in a timely manner (except where due to causes beyond the reasonable control of Kroll, such as acts of God, the public enemy, fires, floods or strikes, or as a result of delays caused by the RDA) or otherwise violates any of the provisions of this Agreement or if Kroll is placed either in voluntary or involuntary bankruptcy, becomes insolvent, changes its majority ownership, or makes an assignment for the benefit of creditors. In the event of a default by Kroll, RDA can pursue all available legal and equitable remedies. 6. ATTORNEYS' FEES AND COSTS. In the event of any arbitration and/or litigation arising out of this Agreement, the losing party shall pay the prevailing party's reasonable attorneys' fees and costs, including at the trial court and all appellate levels. 7. NO ASSIGNMENT. Kroll shall not assign, transfer or sub-contract this Agreement, any portion of this Agreement or any work under this Agreement without the prior written consent ofthe RDA. 8. EXCLUSIVE ARBITRATION AND/OR LITIGATION VENUE. The exclusive venue for any arbitration and/or litigation between the parties, arising out of or in connection with this Agreement, shall be Dade County, Florida. 9. ENTIRE AGREEMENT. This document embodies the entire Agreement and understanding between the parties hereto, and there are no other agreements or understandings, oral or written, with reference to the subject matter hereof, that are not merged herein and superseded hereby. 10. NO MODIFICATION. No change in the terms of this Agreement shall be valid unless made in writing and signed by both parties hereto. 2 11. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without reference to principles of conflict oflaws. 12. LIMITATION OF LIABILITY. The RDA desires to enter into this Agreement only if in so doing the RDA can place a limit on the RDA's liability for any cause of action for money damages due to an alleged breach by the RDA of this Agreement, so that the RDA's liability for any such breach never exceeds the sum of $7,500. Accordingly, and notwithstanding any other term or condition of this Agreement, Kroll and the RDA hereby agree that the RDA shall not be liable to Kroll for damages in an amount in excess of $7,500, which amount shall be reduced by the amount actually paid by the RDA to Kroll pursuant to this Agreement, for any action or claim for breach of contract arising out of the performance or non-performance of any obligations imposed upon the RDA by this Agreement. Nothing contained in this Agreement is in any way intended to be a waiver of the limitation placed upon the RDA's liability as set forth in Florida Statutes, Section 768.28. 13. INDEPENDENT CONTRACTOR. With regard to this Agreement, Kroll is an independent contractor to and not an agent of the RDA. 14. HEADINGS. The headings in this Agreement are only for convenience, are not a substantive part of this Agreement and shall not affect the meaning of any provision of this Agreement. 15. NOTICES. All notices or written communications under the terms of this Agreement shall be sent to the following: To Kroll: Anne H. Tiedemann Kroll Associates, Inc. First Union Financial Center 200 S. Biscayne Blvd., Suite 200 Miami, Florida 33133 To the RDA: Executive Director Miami Beach Redevelopment Agency 1700 Convention Center Drive, 4th Floor Miami Beach, F133139 3 With a copy to: General Counsel Miami Beach Redevelopment Agency 1700 Convention Center Drive, 4th Floor Miami Beach, Fl 33139 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their appropriate officials. ATTEST: By: Row r~ Robert Parcher, Secretary Date: Big I q~ ATTEST: By: UJ;fvA VM~ ?tlcv Va sa fro Print Name Date: h/s/tf(P . , AIT\kw f:\atto\taca \agreenmt\krollrda.agr MIAMI BEACH REDEVELOPMENT AGENCY By: e Garcia-Pedrosa, Executive Director Date: KROLL ASSOCIATES, INC., a Florida corporation By: (1"-1 ~~ f 71~A/~' Pnnt Name Date: ~~~~ Title '/>15" 4 FORM APPROVED REDEVELC i,1:::n -'SENCY GENmAL COL.:,StL By A~ .~ Date 5/].( / 96 EXHIBIT A Scope of Services Kroll will assist the Miami Beach Redevelopment Agency (the "RDA") in the formation of a questionnaire which will be submitted to the principals of those development teams ranked first, second and third by the Citizen Review Committee in response to that certain request for proposals number 45-95/96, entitled City Center/Historic Convention Village Redevelopment and Revitalization Area Afiican-American Hotel Development Opportunity. The purpose of the inquiry is to determine: a) if the major principals are capable of performing the objectives as set forth in the development bid; b) the source of the major principals' finances; and c) personal and professional reputations of the major principals. Upon request by the RDA, Kroll will advise the RDA regarding the RDA's analysis of responses to the questionnaires and any related issues. EXHIBIT B Fees and Charnes The rate of $250.00 per hour is applied to time spent by our senior executives who are at the level of Managing Director or above, and the rate of$187.50 per hour is applied to time spent by our other professional employees and agents. Kroll will also charge an allocation of administrative service costs equal to 7 percent of the amount charged for professional fees to cover costs which are not directly billable such as telecommunications, reproduction and other administrative costs.