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95-21547 RESO Incomplete REGULAR AGENDA - APRIL 5, 1995 R-8. 0 L D REPORTS BUS I N E S S AND ADM I N I S T RAT ION B. COMMISSION MEMORANDUM NO. 283-95 SETTLEMENT OF MATTER INVOLVING ARTHUR ANDERSEN. RECOMMENDATION: THE CITY ATTORNEY AND CITY ADMINISTRATION RECOMMEND THAT THE CITY COMMISSION CLOSE OUT THE ARTHUR ANDERSEN & CO., SC ("ARTHUR ANDERSEN") CONTRACT FOR THE NEGOTIATED SUM $90,000 AND THAT THE CITY AND ARTHUR ANDERSEN EXCHANGE A GENERAL RELEASE, IN FULL AND FINAL SETTLEMENT OF ARTHUR ANDERSEN'S CLAIM FOR SERVICES AND RELATED COSTS FOR THE CONVENTION HOTEL BID SOLICITATION AND SELECTION PROCESS. Prepare after-the-fact Resolution No. 95-21547, adopted; Contract closed out for the negotiated sum of $90,000.00. Prepare fund payment. APRIL 5, 1995 OFFICE OF THE CITY ATTORNEY ~~ tfJldom; 1/- F L o R D A CITY ATTORNEY POBOX 0 MIAMI BEACH, FLORIDA 331 19,2032 TELEPHONE 1305) 673,7470 TELECOPY 13051673,7002 LAURENCE FEINGOLD COMMISSION MEMORANDUM NO, Q <63-~S DATE: APRIL 5,1995 TO: MAYOR SEYMOUR GELBER MEMBERS OF THE CITY COMMISSION FROM: LAURENCE FEINGOLD CITY ATTORNEY fl,.--~ ~&',,!, ~~ ROGER M, CARLTON CITY MANAGER SUBJECT: SETTLEMENT OF MATTER INVOLVING ARTHUR ANDERSEN Recommendation: The City Attorney and City Administration recommend that the City Commission close out the Arthur Andersen & Co" SC ("Arthur Andersen") contract for the negotiated sum of $90,000.00 and that the City and Arthur Andersen exchange a general release, in full and final settlement of Arthur Andersen's claim for services and related costs for the convention hotel bid solicitation and selection process. Analvsis: Pursuant to that certain Consultant Agreement (the "Agreement"), dated July 31, 1993, between the City and Arthur Andersen, Arthur Andersen rendered certain services to the City in connection with the Convention Center Hotel Request for Proposals, A discussion has arisen over the amount of money in fees and costs owed to Arthur 76.<r Andersen in accordance with that Agreement. In connection with the City Commission meeting of January 4,1995, the City Attorney distributed Commission Memorandum No, 1700 CONVENTION CENTER DRIVE - FOURTH FLOOR - MIAMI 61 DATE R- <8- B ~-s-qS AGENDA ITEH 40-95 (copy attached) generally stating that of the $120,730 claimed by Arthur Andersen in its most recent invoice (attached as Exhibit "8" to the Commission Memorandum) only a portion of the fees and costs claimed should be paid and treated as work outside the scope of the Agreement. Subsequent to that meeting, the City Attorney and City Administration conducted several meetings with Arthur Andersen and its counsel to attempt to resolve the matter. Arthur Andersen pointed out that, in between the production of its first tier report and the selection committee interviews, the City Attorney and City Administration called on Arthur Andersen numerous times to provide additional analysis and information in what was a very complicated request for proposal process involving numerous financial analyses, Arthur Anderson has estimated that its time spent from the production of the first tier report to the date of the selection committee interviews amounts to fees of $39,111 (see Exhibit "C" to the Commission Memorandum). The City Attorney and City Administration agree that Arthur Andersen did perform work outside the scope of the original Agreement in the period between the preparation of the first tier report and the Selection Committee interviews. Arthur Andersen is claiming that it is owed $195,730 by the City - $120,730 as listed on the invoice attached as Exhibit "8" to the Commission Memorandum and an additional $50,000 plus $25,000 to be paid to Arthur Andersen upon signing contracts regarding the first and second convention center hotels, respectively, as listed on Appendix 8, Step III to the Agreement. 8ased on the numerous discussions and meetings held between the City and Arthur Andersen in the past several weeks, Arthur Andersen has stated that it is willing to settle in full for the amount of $90,000, However, Arthur Andersen has stated that, in the event that a settlement cannot be reached and it is necessary to proceed to arbitration in accordance with Paragraph 11 of Appendix A to the Agreement, it will seek the full $195,730. The City Attorney and City Administration agree that Arthur Andersen should be paid $68,211 ($29,100 from the invoice attached as Exhibit "8" to the Commission Memorandum and $39,111 for additional work performed as indicated in Exhibit "C" to the Commission Memorandum), If this matter is not resolved, arbitration will ensue pursuant to the Agreement and the City will incur certain expenses, Moreover, although the City Attorney is confident in his position on the legal issues involved, the issue of what decision will be reached by an arbitrator or arbitrators always involves some uncertainty. Accordingly, the City Attorney and City Administration recommend that the City pay Arthur Andersen an additional $21,789 for a total of $90,000 and obtain a general release in exchange for a full and final settlement of the matter. This amount is $105,000 less than the amount that would be claimed by Arthur Andersen under the arbitration provision of the Agreement. LF/AIT:pgr Enclosure c:\wpwin60'alex\andersen.cm 763 2 OFFICE OF THE CITY ATTORNEY, 1700 CONVENTION CENTER DRIVE. MIAMI BEACH. FLORIDA 33139 OFFICE OF THE CITY ATTORNEY <6'~ t:f~1J- F L o R D A CITy ATTORNEV POBOX 0 MIAMI BEACH. FLORIDA 33' '9,2032 TELEPHONE ,3051 673,7470 TELECOPY ,3051673.7;02 LAURENCE FEINGOLD COMMISSION MEMORANDUM NO. 4D-g 5 DATE: JANUARY 4,1995 MAYOR SEYMOUR GELBER MEMBERS OF THE CITY COMMISSION ROGER M. CARL TON'~ CTY MAN GER LAURENCE FEINGOLD CITY ATTORNEY ~ SUBJECT: ARTHUR ANDERSEN CONTRACT TO: FROM: ~4 You have asked our office to review that certain Consultant Agreement (the "Agreement") (copy attached hereto as Exhibit "A"), dated July 31, 1993, between the City of Miami Beach (the "City") and Arthur Andersen & Co., SC ("Arthur Andersen") to determine if the services rendered by Arthur Andersen as indicated in that certain Invoice (attached hereto as Exhibit "B"), dated September 13, 1994, were services that already had been included in the original work to be performed under the Agreement. Based on our review of the Agreement and the Invoice and an examination of the facts, it appears that items 1 and 2 of the Invoice (collectively, in the amount of $91,630.00) were included in the original work to be performed under the Agreement and that item 3 of the Invoice (in the amount of $16,800.(0), pertaining to attendance at and participation in the short listed proposers' presentations and item 4 of the Invoice (in the amount of $12,300.00), pertaining to out-of-pocket expenses, was outside the original scope of work. Item 4 is to be paid whether it concemed the original scope of work or additional services pursuant to Appendix B of the Agreement, the fee proposal, provided that those expenses were billed at cost and received the prior approval of the City Manager. Pursuant to Task VII of the Scope of Services, attached as Appendix C to the Agreement, Arthur Andersen was to perform an analysis after receipt of the bids, and then, after the interviews were conducted, Arthur Andersen would perform another analysis. The fact that two analyses were contemplated as part of the original scope of work also 764 1700 CONVENTION CENTER DRIVE - FOURTH FLOOR - MIAMI I is supported by Step II of the fee proposal contained in Appendix B to the Agreement. Step \I provides that Arthur Andersen would receive and review the proposals for satisfaction of the various criteria, including the financial criteria of the Request for Proposals. Then, Arthur Andersen would "coordinate and participate in proposal interviews" and "[p]rovide the City with a summary of all proposals together with [Arthur Andersen's] recommendations and conclusions." As discussed above, the original Scope of Services pursuant to the Agreement provides that two analyses would be performed. Arthur Andersen performed those two analyses, one after the bids were received and the other after the Selection Committee interviews, Because items 1 and 2 of the subject Invoice both pertain to the second analysis (item 1 deals with analyzing the issues and item 2 concerns the preparation of a written report), it appears that those services should be considered as part of the original Agreement and not as additional services. Items 3 and 4, collectively in the amount of $29,100.00, appear to be additional services and expenses. Kevin Lawler of Arthur Andersen told the City during a meeting held on December 28, 1994, as well as in a phone conversation approximately two weeks earlier, that Arthur Andersen performed work on two other analyses in between the two analyses referenced above. Mr. Lawler has sent the City the letter attached hereto as Exhibit "C" pertaining to these two other analyses. The letter states that $39,111,00 in fees is attributable to those two analyses. As the Commission recalls, the process was far from routine and took many complicated twists and turns. It is suggested that the settlement of this matter be handled pursuant to the dispute resolution procedure detailed in paragraph 11 of Appendix A to the Agreement. LF/AIT:mr Attachments C:~"lI'ehapifo,mem 2 765 OFFICE OF THE CITY ATTORNEY, 1100 CONVENTION CENTER DRIVE, MIAMI BEACH. FLORIDA 33139 COIlSOL'ralft' ~OUIIKlII'. Thi. ~greement ("Agreement") dated this ~ day of July, 19'3 is between the City of Kia.i Beach ("cffintii, located at 1700 Convention Center Drive, Kialli Beach, Florida JJlJ9 and Arthur And~rsen and Co., SC ("Consultant"). W1l2l\2AB, Consultant i. in the business of providing certain services and is willing to provide such services to Client; and WHEREAS, Client desires to utilize Consultant's services as provided for herein. 110., 'rHBRBrolUl, in consideration of the mutual covenants and promises contained herein, the parties hereto agree as follows: 1. GENBtlAL 'rEMS AJlD CONDITION8 1.1 The general terms and conditions of this Agreement are set forth in Appendix A, attached hereto and incorporated herein by reference. 2. SCOI'B or SBRVICB8 2.1 Consultant shall provide the services set. forth in Appendix II, attached hereto and incorporal~d herein by reference ("Services"). Consultant shall furnish all deliverables as set forth in Appendix. in accordance with the tel'1lls set forth therein (hereinafter "Deliverables"), and as further delineated in Consultant's Response to Request for ProSlOsal ~o. 81- 92/93 attached hereto as Exhibit 1; said Response dated June 2, 19'3, and Unless specifically provided for,in this Agreement, any service which the client requests to be perfor..d by Consultant not specifically inclJtded within the Scope of Services set forth in Appendix a shall be deemed to be an Additional Service. Any Additional Service .ust be authorized in writing by the parties to this Agreeaent, in advance of its perfoI1llance. Fees for Additional Services shall I:.e negotiated by the parties in accordance with the Fee Proposal set forth in Appendix ~. 3. PBRIOD or l'BRrORKAIICI 3.1 The period of performance for this Agreement shall be from the last signature date of contract execution through completion of the deliverables or December 31, 1994 whichever is longer. 4. FBBS AJlD PllYllEN'l' 4.2 In consideration of the Scope of Services set forth ~n Appendix B, the client shall pay Consultant in accordance with the Fee Proposal, as set forth in Appendix C. Payment for the Scope of Services as set forth in Appendix B shall be made to the Consultant upon delivery of each work product by Consultant as set forth in Appendix 8, and subject to Client's review and acceptance that same is in confomance with what is required for the particular work product deliverable, as set forth in Appendix B. 1IO'1'%CI 5.1 Any notice 9iV~bY either party shall be in writing and shall be dee.e~91ven, three (3) days after deposited in 1 ~6 EXHIBIT wAw 4.1 5. " the United States mail, postage prepaid, certified return receipt re9Uested, or upon actual deUvery to the other party at the following Addressee, TO CLIBH'l'1 Office of tbe City Manager City of Hiaai Beach 1700 Convention Ceater Drlve Hiaai 8each, Florida 3313. Office of the City Attorney City of Hiaai Beach 1700 Coaveatioa Ceater Drive Hiaai aeach, Florida 3313. TO CONSULTAIl'l'I Hr. Micbael A. Btela Arthur Aadersea , Co., se suite 2100 One 8iecayne Tover Hi..i, FI 33131-1801 .. ENTIRI AGREEMENT 6.1 Both parties acknowledge that they have read this Agreement, understand it and agree to be bound by its teras and further agree that it is the entire agreement between parties hereto which supersedes all prior agreements, written or oral, relatinq to the subject matter hereof. No modification or waiver of any provision shall be bindinq unless in writing and signed by the party against whom such modification or waiver is sought to be enforced. III WITNESS PllUlor, CUent and Consu Agreement to be executed by their duly a as of the date first written above. ~C~M APPROVEO LEGAL OEPT. By -:fc." Dale ,. 'V. <\1 i ATTEST: '--;?L~~_.L Z ~'.~-- t'iiy CLERK BY:' . 76'; 2 APPENDIX A GENERAL TERMS AND CONDITIONS 1. CONSULTANT'S RESPONSIBILITIES. Consultant/Contractor ("Consultant") shall perfor. the Services utilizing the standard of care normally exercised by professional consulting firms in performing comparable services under si8ilar conditions. 2. CLIENT'S RESPONSIBILITIES. The Client shall provide to Consultant such data as may be reasonably available to Client and as may required by consultant to properly perfona the services. Client shall provide site access at such times as lIay reasonably be required by Consultant and shall make ti8ely payments in accordance with the terms of this Agreement. 3. PROPRIETARY INFORMATION. proprietary confidential information ("proprietary Information") developed or disclosed by either party under this Aqreement shall be clearly labeled and identified as proprietary Information by the disclosing party at the time of disclosure. When concurrent written identification of Proprietary Information is not feasible at the time of such disclosure, the disclosinq party shall provide such identification in writinq prollptly thereafter. Oral cOlllDunications pertaininq to the Services shall be presumed to be Proprietary Information unless otherwise indicated by the disclosing party. Each party shall handle Proprietary Information received froa the other party in the same manner as the receiving party handles its own Proprietary Information. Disclosure of Proprietary Information shall be restricted to those individuals who need access to such Proprietary Information as needed to ensure proper performance of the Services. Neither party shall be liable for disclosure or use of Proprietary Information which: (1) was known by the receiving party at the time of the disclosure due to circumstances or events unrelated to this Agreement: (2) is generally available to the public without breach of this Agreement: (3) is disclosed with the prior written approval of the disclosing party: or (4) is required to be released by law or court order. . Upon payment in full for each step of the Services, as set forth in Appendix C, and unless otherwise stated herein, deliverables, analyses and reports developed under this Agreement ("Work Product") shall be the property of the Client. The Consultant shall not disclose the Work Product relating to the Services to a third party without the prior written authorization of the Client. Client shall be solely responsible for any disclosure of the Work Product which may be required by law and agrees to indemnify and hold Consultant harmless for any loss resulting from Client's failure to sake such disclosure. Where applicable law requires illllllediate disclosure by the Consultant, Consultant shall make its best efforts to give prior notice to Client. At Client's request and expense, Consultant will assist the Client in lIaking such disclosures as may be required by laW. Ownership in the Work Product shall pass upon payment of the related invoice. Each party shall return all proprietary Information relating to this Agreement to the disclosing party upon request of the dieclosing party or upon teraination of this Agreement, whichever occurs first. Each party shall have the right to 3 retain a copy ot the Proprietary Intoraation tor it. internal records and subject to the restriction. Bet torth in this Section. This Section shall survive teraination ot this Agreement. 4. ACCEPTANCE. Client shall have fifteen (15) days to reject all or part of each deliverable as set forth in Appendix B. Each work product deliverable to the extent not rejected in writing by Client, Bhall be deemed accepted. 5. LIMITATIONS OF LIABILITY. Client desire to enter into this Agreement only if in so doing it can place a limit on liability for any cause of action for money damages due to an alleged breach by either Party of this Agreement, so that liability for any such breach never exceeds the sua of $100,000. The client hereby express their willingness to enter into this Agreement with $100,000 a lil1litation on recovery for any damage action for breach of contract. Accordingly, Client hereby agreed that it shall not be liable to Consultant for dal1lages in an amount in excess of '30,000 for any action or claim for breach of contract arising out of the performance or non-performance of any obligations imposed upon either by this Agreement. Nothing contained in this section or elsewhere in this Agreement is in any way intended to be a waiver of the limitation placed upon Client's liability as set forth in Florida statutes, Section 768.28. HEALTH . SAFETY. Client shall notify Consultant of any known or suspected hazards existing at any site where the Services are to be provided, including but not limited to hazardous waste or substances and underground utilities. 6. 7. CONFLICT OF INTEREST. The Client acknowledges that the Consultant provides similar services for a broad range of other clients and agrees that Consultant shall be free to work for other clients in matters that do not involve the use of any proprietary InforlDation that has been disclosed by the Client under the terms of this Agreement or do not directly relate to the specific Services provided by the Consultant to the Client under this Agreement. TERMINATION. Either party may, for their convenience, terminate the services then remaining to be performed at any time by <Jiving written notice to the other party of such termination, which shall become effective seven (7) days following receipt of such written termination notice. In that event, all finished or unfinished documents and other materials as described in Appendix B shall be delivered to Client. Client shall pay for services rendered through the date of termination. Such payments shall be the total extent of Client's liability to the Consultant upon termination as provided for in this paragraph. FORCE MAJEURE. Neither party shall be responsible for any delay or failure in performance, except obligations to make payments hereunder for work previously performed, to the extent that such delay or failure was caused by a force majeure event inCluding Act of God, war, civil disturbance, governmental action, labor dispute unrelated to the party claiming the force majeure event, computer virus or denial of access to the system or any other event beyond the reasonable control of the claiming party. Performance under this Agreement shall resume promptly once the cause of delay or failure ceases and an equitable adjustment shall be made to the price and/or schedule of the Services. 8. 9. 7{;9 4 INSURANCE. Durin<J tbe tena of tbb Agree.ent, Consultant ehall aaintain tbe following insurance coverages and U.ita of HabUity. Consultant 'a liability shall be U.ited to ..ounta paid to or on behalf of Consultant under policies listed below, or to the value ot this Aqreement, whichever is greater. a. Workers Compensation Insurance with statutory li.its and Employers Liability Insurance includinq occupational disease, with a limit of not less than $1,000,000. b. Commercial Ceneral Liability insurance in an amount of at least $1,000,000 per occurrence and $2,000,000 in the aggregate. This coverage shall include premises and operations, explosion, collapses, and underground bazards (XCUI, products and operations, contractual, independent contractors, broad form property damaqe and bodily injury. c. Comprehensive Automobile Liability Insurance in for owned, hired, or non-owned vehicles in an amount not less than $1,000,000. All policies of insurance required by this section shall indicate as a named or additional insured tbe City of Miami Beach. On or before the commencement of this Aqreement, Consultant shall furnish Certificates of Insurance to Client which shall clearly indicate that Consultant has obtalned insurance in the type, amount, and classifications required by this Aqreement.' 11. DISPUTES. Any dispute relatinq to this Aqreement shall be submitted to a panel consisting of at least one representative of eacb party who shall have the authority to enter into an aqreement to resolve the dispute. The panel shall meet for a maximua of three days. Should this dispute resolution be unsuccessful, the matter may be submitted by either party to arbitration and no written or oral representation aade during the course of any panel proceeding or other settleaent negotiations shall be deemed a party admission. 10. ) The arbitration shall be conducted in accordance with the Arbitration Rules of the AlDerican Arbitration Association. The award rendered by the arbitrators shall be final and judgement may be entered upon it in accordance with the applicable law in any court having juriSdiction thereof. 12. INDEPENDENT CONTRACTOR. The Consultant is an independent contractor and shall not be deemed to be an employee or agent of the Client. Consultant shall indemnify and hold Client harmless against all liability and losses resulting fro. Consultant's failure to pay all taxes and fees. 13. INDEMNIFICATION/HOLD HARMLESS. The Consultant further agrees to indemnify and hold harmless the Client and its officers, employees and agents, from and against any and all actions, claims, liabilities, losses, expenses, including but not limited to attorney's fees, for personal, economic or bodily injury, wrongful death, loss of or damage to property, in lav or in equity, which may arise or be alleged to have arisen from the negligent act. or omission or other wrongful conduct of the Consultant or its subcontractors, employees, or aqents in connection with the ConSUltant's perfonaance of services pursuant to this Agreement. The Consultant's obligation under this section shall not include the obligation to indeanify the Client, its officer., employees and agents, fro. and against any actions or clai.. which arise or are alleged to have arisen fro. negligent acts or olDissions or other wrongful conduct of the Client, it~70 5 I I I otticer., employees and agent.. The parties each agree to give the other party prompt notice ot any claim coming to ita knowledge that in any way directly or indirectly affects the other party. c:\~1\~'.\eonsu(t...r ~ 6 771 AP,ENIlIX 8 To ,!Ie Selection Comminee: FEE Pll.OI'OS.\L OUf fee pfopo$al \$ based on an e$limaled level of effort and the time commitment of mostly $enlor proressional staff as described In the $cope of work, Slo,l. . St., II . "'-- StEPS FEe sso.ooo . RC\'!ew .nd It'llualc Exlstln, Malerlals I'repare Drart MarltcllnllRFP I'rOSptA:11I$ I'repare a llsl of 'olonllal Bidden ' Eslabllsh Guidelines lor 'roposalll.tsl"'ll<C F1nall,,c lhe Markellnll'rOSjl<<lusIRFP AUond and partlclpale In communlly~nter"ted party mtellnas Olnduc\ Ihree de.elo(ltr IXlnlcrenCC$ (3 da~ 10 be Joinlly sel by lhe COl\$u!llnlS all4 Clt)' Manalemenl) Develo, all4 Onall.. sclullon crllerla . . . . . . . SJO,wl Pcr proposal mtellnl aller" Receive ..d reY!ew .11 proposals (or sads(adlon o( crileria . Coordl...e and partlclpale III proposalll\lel\'lcws PrOYtde lhe Clay wllh . summaJY o( .n proposals 10&elhCr wllh our l<<OmmendallollS and ",nd..",,", . Slop III . . Asslsrthe CllJ In lhe nceall.llons "ith the nnaHsto: .. Contract lor Ihe nISI holel S5O,OOO S25,OOO each .. Conlrad fotlh. second and any addi,lonal hOlels NOlc: 'aymenllar 5'.1' 11\ ..ill be r_lved when th. eil, Comml..lon apprOYa Ihe hOlel coDtrod(s). Should Ih. Cill' Mana,er rtrommend a conlract and same Is declinod by Ibe elly Comml"lon, lh. consultant should be entilled 10 the corrcspoodlnl fee based upon professional lime .xpcoded, not to tllc:cc4 l'he Silted amounts. 772 III w<llllOll 10 our lea we wlU b"I llf <Ilrecl ._ llf UlI\SpolUllo... Ion, <IlstaMe lekpbol\e cblfles, rilles, reprodllClloll, per <Ilems, ele. to be bllle4l1 COlIIRd subfecllO prior approval b7 tII. ClI, Manaaer, We anllenllnlllhlllhe prlnllna producllon Inlllllsltlbullon olin Developer 1lFP'1 will be performed b, Ihe ClI,. Shoull1lhe <Iec1slon be Malle Cor Allhur .....dent. .. Co. to perfOf1ll tbls tas), " will bill It l<luII am Our bourly rales lor nlse III Ire: 'arlnerlPrlndpal- $280-$320 per hr. Mana,er - $150 per hr. 773 APPEND II C ScorE or SERVICES T<1 accomplish lhe objectives 01 solicitina 01 de\'Clopen and securina viable commitments 10 develop and operale one 01 male hiah qua lilY, convention headquanen hale Is, "'e propose a selies or sequenliallasks as rollows: Tcul'. It..k" And E:urUGI' Enslin, MGr.rior.. . . . AI Ihe outsel ollhe enaaaement, Vie would re\'iew aU malelials, ptans ollepons prepared 10 dale by 01 fOllhe City concernina lhe .Cil}' CenleriHiSloric Convenlion VilIaae Rede\'Clapmcnl and Revitalization Area., Of particular imponall<e arc: . Markel lIudies and relaled materials which indicale lhe nllure and type of Ihe poleneial appenunity relalive 10 hOlelloom demand and achievable avcraae dany room lales: . financial fcasibilily analyses and lheir undelly/na assumplians and paramelers with lesard 10 Ihe financial viability 01 one Of more convenlion beadquarlers bOlels; . Development plans 101lbe alea. includins public commitments fOl conllo\ of Ihe developmenl sites and, invesllnenl in supportinS alea inrramucture; and . Ploposed incenlive packase 10 be provided 10 de\'Clopers. We will review lhese malerials wilh a view 10 Iheir suilabillty and adequacy rOl summary and presentation to prospeclive developerlbidden. Durin. Ihis plocess, we would idenlify any polential deficiencies and review lhese wilh lhe City. \I lhese deficiencies arc of. nllure which would raise substantial unresolved quellions or lislu 10 a potential developeribidder, we would clearly idenlify lhese aleas and requelllbe Cil}' address lhese eilber in tbe contul of further seudies or alher means. TASK II. "n,.... A MGrbrin,IRF" """[HallS. Closely coordinatin, tbis lask wilh Ibe CiIY, we will prepare a drafl .prospecIUS. 10 solicil developerlbidder inlerest in Ihe convenlion headquarlers hoecl siles. Al lbe commencemenl of Ihis IUk. we would discuss and leview wilh the City lhe .prospeclus. in lerms: . Canlenl; . Scope and rype of informalion; , 774 . . uSN /II. . Spec;ncily oIle,ms; and . Formal or p,uenJalion. Ome .hell! issues ha~e been addreued, and alreed upon with .he City, we would .hen prepare a drart prospectul. The City would relain control o~e' the Iinal approval or lhe conlenl, lanluaae and presenlltion or .he packale, Concurrenl wilh preparalion or Ihe solicitation packaae. we would work wilh .he Cily 10 identify and prepare suppOrtin" detailed information which would be pro~ided 10 prospective developerslbidders. 1'1t,41t A Lilt 0/ I'ros,tai", Bidun, This lask would be divided inlo several lIept, Firsl. we would prepare a comprehensive lislinl o( potentially qualilied de~elopen. invulon, hate' operalon and/o, manalemenl companiu. and lhe like, who by virlue of Iheir backlround. Iinancial resou'ces and polenlial inlerell in Ihe Miami Beach Convention markel would be hi,hly qualilied laraels; Ihis lislinl would be based on ou, world. wide network o( clienls, inlerest and capabiliUes as well as au' induslry.wide conllCll. Second, we would ,eview wilh Ihe City developers. hOlel operators, franchise orlanizaUons and olhers who ha.... previously expressed interest in .he developmenl, operalion and ownership o( a convention headquarters hOle' on Miami Beach. We would .hen combine .hese lim and carefully ,eview il with lhe CilY ror o~erlap, duplication and Ihe like. Laslly, we would undenake a Iinal review usina our world.wide network 10 ..'ify polential candidales and '0 assure .hallhe list is all encompassiRI. Based on Ihe precedinl slept. we would Ihen p,epare a linallisl, The linal Iisl would specilically idenUfy: .' Name o( o'laniution; and . P,indpal cont'CI .nd .ddreH. When .pprO\"Cd by Ihe City, Ihls list would (orm Ihe b.sls (0' distribution oIlhe mllketincIRFP prospeClus. Ourina Ihis I.slt, we would also'review wUh lhe CUr proceduru and policies ror solicilalion .nd procuremenl o( development inlerms, includina advellisemen. r<quiremenlS and similar maners requir<d under eUhe, City codes 01 Slate Slalules. 775 , T'(sK ty. . ., T.4SK 1'- T'(sK n. ESI.&lult Guidtli.u For lIf1p4/Uu T. Th.Il'fUUI F., 1''''1'4..1, In this task we would prepare a set 01 detail ,uidelines, consiSlent whh City policies and indumies practices for de.elopmenl of . proposal responses. These .uidelines would address such mailers as: . The complete proposin. enthy, indudin. le.al form; . Demonmalion of financial capacity 10 perform. includin. any Initial deposils; . Propose business a"an.emenls (e.... dealrerms); . Indi.idual aUlhori.ed ro commh and bind the proposin. enlily; . De.elopment concept and le.e1 01 specificity, . Propose time,able (or proceedin. I( selected. and any performance conditiON; . Rele.ant expetience and rderences; and . Financial SlatemenlS. Fi.aU., A.d 'nu. Th. Ala,ltti., '.C"'fll'U'. Upon appro.althe "draft" marketina/RFP prospectus by rhe City, indudin. in corporation of .uidelines for developer responses. we willfinali.e the markelina/RFP prospectus. We would then sU[lC",ise printing. production and dimibution ollhe markelina/RFP prospectus 10 the appro.ed IiSl of qualirltd developers. in.eSlors. hotel/mana.ement companies and franchise opera lOri, as aslted upon with lbe City, The diSllibution of lbe prospectus would be consiSlent with applicable City and Stile law or policies lovernin. solicitations 01 this nature. '''p4'' A.d Fi..U., S.lrell.. CriI.M. Concurrent with the finalilltion Df the RFP. we would prepate an inhial set 01 selection criteria for re.iew by the City. These selection critetia would be orsani.cd into sc.etal componenls as foUows, . Technical metilS of de.elopment proposal; 776 - . . Sllenalh Ind developmenl clpabilily of plopenina enlily; . Finlncial capacily 10 perlorm; and . Financillterms 01 Ibe developmenl deal. Afler Ihe inuance 01 tbe RFP, we woukl continue 10 reline the specilicity of crlleril with Ihe Ciry IS wen IS responsibilities for evaluallna proposlls relative 10 ,he cslablished ctileril. TASlt fIl(. Coo"'inar, Aod "aFfiJ:ipar, (0 "" "tapas", (nt''''/t..., Upon receipl of development proposals, "'e would work with the City 10 conducl I technical levie", Ind verify In key aspeclS 01 lhe development proposals in the contut of the asreed upon evalualion crlteril ellablished in Task VI. Included In the review would be: . , . ^ linancillanal,..ls 01 the development proposal; . Verilication 01 linancins capacity 10 perform; and . Verilication 01 credentials/capabilities. Upon revle'" of Ihe development propenals. we recommend In initial "conlidenliar rankina be prepared, This rankina would leM as I basis \0 lormulale key qutllioN and issues to be addressed durina Ihe inlerviews. Nut, we would coordinale and work wilh the Ciry to schedule interviews. We would ellablilh a lor mat, schedule, and outline an aaenda of Items 10 be addressed wilh each developel, senenlly. as well as wilh specilic issuel lelalive to each development propoul. We would Ihen assiS! and participale wilh the Cily in the interviews, Saled on the interviews, we would lhen coordinale a linalre.;ew Ind rankin, of Ihe development proposals. The 'equelled scope of work under RFP 81.9VJ3 did nor idenrify services ro be performed be)Ond "coordinale and particlpale in Ihe lIevdoper inlerview process." In our uperience, Ihere Ire leverll important subsequenl steps. These include (I) lormal selection of rhe developer, (2) nesotlation of I development deal and (3) documenlllion of businen lerms. We are funy prepared 10 provide Ihele servicuto rhe City of Miami Seach should lhese be required upon complelion 01 the lIated scope of services in RFP 81.9VJ3, 777 \.I ~. NnUN<<lWsN&ea SC INVOICE September 13, 1996 Mr. Roger c.rlloll City of M/.amf Beech 1?OO Convention Qnter Drive MWai Beach, PL 33129 Rdamce No. ML\O.1203 AddJJ:lonal Mllng lorphue II. SeJedlollol development I"~ ACTIVlTY t. ~Il of fI--...I eva/utioll olllua1UJed propel'eIII, coocd"'*""ft d ft'jew ot iIIW,.u wldI ~ Ste_ andcootd"""~with the City ~ Oltlce. at the ~ 01 tM City of MLuIU Seadl . H2.9II Rate per "ollt Subtold M. SteIn 34 $350 $11,900 K. tAwlei' 30 ~ lo,5ClO t. Marier 9t 2SO 23,500 B. H,w:U 170 010 R. 0dJeja 53 150 7950 C. R.- 50 90 4SOO 2. Prqudfoa 01. folnt rtpost 011 the .hort.U1te4 propo8ftW, pn att- rtfllleet H!!l!Il Rale per Hour 16 ~ 32 ~ to 2SO 16 150 Subtold SS,@ 11.200 10,000 2.400 M. Steln K. Lawler t. MArier R. CalleJa 3. ~ and putJdpatlOII at .hort.UstecI...v....- prelftdatloM, at CitJ'I rtcpeet. Hl!!!II Rate per HolU' M. Stem 2. ~ K. Lawler 24 ~ Subtold $8,400 11,400 .. o..toOt-podell expeuItl Travel COlllputer lime, telephone (long dislaJa) (axes. fedenl express, report typing and reproduction. .Ie. i : Total: , . Lesl2S~ Oa.collllt: Amcnint OIl<< ~. t"I~~ \.I M/lur Andawn UP Suite 2100 One 8iayne Tower MJamI fL 33131.1801 305 3743700 I$1 $62,f30 29,%00 16,800 11.300 $12l,7JO I 30.1821 S 90.5Ca EXHIBIT "B" - - 778 ARTHUR ANDERSEN ARTHUR Al'DERSEN &Ca SC VIA HAND DELIVERY Arthur Andcrs..n LLP December 30,1994 Suite 2100 One Biscayne Tower ~Iiami FL 33131-1801 305 789 2578 3057892573 Fax Mr, Alex Tachmes City Attorney's Office City of Miami Beach City Hall 1700 Convention Center Drive Miami Beach, Florida 33139 Dear Alex: Based on our meeting December 27, 1994 with Commissioner Shapiro, Roger Carlton, Sherri Alden and yourself, this letter is to provide further information and documentation on services performed by Arthur Andersen under our contract with the City of Miami Beach for real estate advisory services dated July 31, 1993. In our meeting, we agreed Arthur Andersen would provide for your review our time reports covering professional staff hours incurred in preparing interim and final reports on the evaluation of proposal bidders, prior to the convening of the selection committee. You have also subsequently requested copies of these reports. These materials accompany this letter. With respect to our time reports, we report time in two week intervals. This time is then "posted" in the applicable office where the work was performed. Our services on behalf of the City of Miami Beach were conducted utilizing staff in our Miami and Washington, D.C. Real Estate Advisory Services offices. Professional time incurred in the Miami office is posted immediately following the closing of each two-week period. Professional time incurred in the Washington office is likewise posted within that office immediately following the two-week period; this time is then subsequently "transferred" to the time records of the Miami office in the following two-week period, resulting in a posting lag of two weeks. The time interval encompassing our preparation of detailed analysis of the bidders' proposals prior to the convening of the selection committee was Apri115th through June 30th. I have enclosed our time records for Apri130, 1994, June 30, 1994 and July 15, 1994. These time reports, in aggregate, provide a composite of the professional time incurred in preparation of the reports which were not utilized by the City. - .. 779 EXHIBIT "C" Mr, Alex Tachmes City of Miami Beach 12/30/94 Page 2 To provide you with a navigational aid through our time records, the following summarizes (from the attached Job Cost Records) time directly incurred in the preparation of interim and final financial analysis reports not submitted at the City's request. Miami Office (105) REAS Washington, D,C. (071) Total 1. Total Time $78,127 $ 97,648 $175,775 Posted 4/30/94 2. Less Time Incurred 4/16-4/30 By E. Hyre 9,900 D. Heath 2.340 $12,240 -0- $ 12,240 3. Equals: Beginning $65,887 $97,648 $163,535 Balance 4. Total Time Charges through 6/30/94 $84,5781 $118,0682 $202,646 5. Time attributable to interim and final financial analysis report not submitted at City's request, $18,691 $ 20,420 $ 39,111 Copies of two reports accompany this letter. The first is our initial report, prepared in April/May of 1994. The second is the final report, completed at the end of June, 1994. There are several "interim" drafts which are in our documentation files in Washington, D.C.; our documentation files also include detail cash flow analyses. I From 6130/94 Job Summary Report 2 From 7/15/94 Job Summary Report. Transfers through 6/30/94 from REAS. D.C. 780 11M. Alex Tachmes City of Miami Beach 12/30/94 Page 3 1 trust the information in this letter and accompanying attachments is responsive and useful in addressing your outstanding concerns. Should you or others have any questions, please call me at (305) 789-2584. Very truly yours, ARTHUR ANDERSEN LLP /' \! /J; C~ By J. Kevin Lawler cc: Michael Stein 781 .1 <> 0 -nD n-4 %00:1: ",C3:'" "'z3::l1J ..C n...zn :OZ"'''' ~Qn" XlutP02IQI Cl "'0 "' Z", '" ... . ... ,.. o ,.. ... 0 . n ,.. '" '" ... '" ... '" "''''.. "''''.. '" ... . . ~ ~ '" '" ~ ~ " . ..."'.. ....... .... ~~ " "'''' .... 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"'".. ........ . . . ....... -... ",..0,...00 ,...\ON\O ......,Ill"IO ....... .. potO\01O ....- ... .. X " .. " uuU "''''''' >>> .."'''' "''''''' >>>" "''''''' ....... ......... "''''''' " , ...... ...... .. z .. .. .. .. ::! ... ... Z u"N"'''''''''' ,",,000 ZNNNClIC 4""'''''''''' .000 ... c.., ~_""M_ O'E'EJ:O ~ ~ .... ...... ...... ~" .... .... ~" ...... NN .... ...... .... ...... .... ...... NN ..,....,..,..,. 0-0\""0- "" ....."'.,..... "'-'" "" ....NOIl'1 .._..0 Na'll"" .,..0.,.... N_....tn .o'Cl'MN ....... ...:...; .. X "'0.. ..... '" ....c'Zo -,\&.lOCllll: L-'~X ....L\LI....U .,,:)~C ;~;::.~ffi ",%0% "'OOL'" ....X"'O Z~LZ ,..U" -' 4 E LOUJoe::> )('Lt-~U ... .. CITY OF MIAMI BEACH TO: FROM: RICHARD BROWN CITY CLERK ALEXANDER I. T ACHMES Pb~ fty- (hI FIRST ASSISTANT CITY ATTORNEY SUBJECT: ARTHUR ANDERSEN & CO. RELEASES DATE: APRIL 21,1995 Attached please find the following: 1. An original release executed by Arthur Andersen & Co, in favor of the City of Miami Beach and the Miami Beach Redevelopment Agency; and 2, An original release executed by the City of Miami Beach and the Miami Beach Redevelopment Agency in favor of Arthur Andersen & Co. Both Releases were executed on April 21, 1995, AIT/pgr Attachment c:\wpwin60lall\brown,m4 APR-21-9S FRI 9:01 JEFFREV C.ROTH P.A. P.04 RELEASE THIS RELEASE is executed this 21st day of April. 1995 by the City of Miami Beach, 8 Florida municipal corporation, and the Miami Beach Redevelopment Agency, 8 public body corporate and politic (collectively, the "Releasors.); in favor of Arthur Andersen LLP, an Illinois limited liability partnership, flkla Arthur Andersen It Co., SC. (the "Releasee"), NOW THEREfORE. for and in consideration of Ten Dollars ($10,00) and other good and valuable consideration. the receipt and sufficiency of which is hereby acknowledged, paid by Releasee to Releasors, Releasors. their elected and appointed public officials, directors. officers. representatives. agents. employees, affiliates. successors in interest and assigns. hereby remise. release. end forever discharge Releasee. its directors. officers, agents, ..employees. representatives. affiliates, successors in interest and assigns, of and from all manner of action, causes of action, claims. demands. judgments, executions. damages, fees and expenses of any kind. in law or In equity. which Releasors ever had or now have concerning Releasee. Releasors warrant that they have not assigned their rights in this action to any other party. This Release shall be governed by and construed in accordance with the laws of the State of Florida. WITNESS my hand and seal. this 21st day of Apr'l, 1995, FORM APPROVED Legal Dept. - By J C:5) Date ,\ i.1-"s'" , 0 TY WIl'U>GEE. . as or (;jty OT Miami Beach FORM APPROVED REDEVELOPMENT AGENCY GENERAL COUNSEL By ~, - t-)l "1.1. \. '1{' ROG);;t! R~. CARLTON( El>ECUTlYE DI"R~TOl\.,S author/zea agen Tor MIami -trescn Redevelopment Agency Date Page One of Two APR-21-93 FRJ: 9:02 JEFFREY C.ROTH P.R. P.05 - . STATE OF FLORIDA I ISS: COUNTY OF DADE ) ~REGOING INSTRUM , 1995, by personally known to me ,kjentifiellt;on. day of who is :-&S-- WITNESS MY HAND AND OFFICIAL SEAL thisd-t'&" day of 1995, at Miami, Florida. ~Il ~~"1D~ NOTARY PUBLIC, STATE OF FLORIDA AT LARGE (SEAL) My Commission Expires: STATE OF FLORIDA 1 155; COUNTY OF DADE ) ~ FOREGOING INSTRUM T. was ackno~~ged ,1995, by <OfU.UYl personally known to me ar whO t>,,~ prQ(lIIr...tt - idsRtifieatien, WITNESS MY HAND AND OFFICIAL SEAL thisG-\ '6Y day of ~ \ 1995, at Miami, Florida. N~~~ NOTARY PUBLIC. STATE OF FLORIDA AT LARGE (SEAL) My Commission Expires: Page Two of Two . - RELEASE THIS RELEASE is executed this 21 st day of April, 1995 by Arthur Andersen LLP, an Illinois limited liability pertnership, flkla Arthur Andersen & Co.. SC. (the "Releasor"); in favor Df the City of Miami Beach, a Florida municipal corporation. and the Miami Beach Redevelopment Agency, a public body corporate and politic (collectively, the "Releasees"). NOW THEREFORE. for and in consideration of Ten Dollars (s 1 0.00) and other goOd and valuable consideration, the receipt and sufficiency of which is hereby aCk.nowledged, paid by Releasees to Releasor. Releasor, its directors, officers, agents, employees, representatives, affiliates, successors in interest and assigns, hereby remise, release, and forever discharge Releasees, their elected and appointed public officials, directors, officers, agents, employees, representatives, affiliates. successors in interest and assigns, of and from all manner of action, causes of action, claims, demands, judgments, executions. damages, fees and expenses of any k.ind, in law or in equity, whioh Releasor ever had or now has ooncerning Releasees. Releasor warrants that it has not assigned its rights in this action to any other perty. ThiS Release shall be governed by and oonstrued in accordanoe with the laws of the State of Florida, WITNESS my hand and seal, this 21st day of April, 1995. ~~~&f~, / Micha,el A. Stein , 8S authorized agent for Arthur Andersen LLP, flkla Arthur Andersen & Co" SC, Page One of Two ~ STATE OF FLORIDA ) )55: COUNTY OF DADE ) TH~REGOJNG INSTRUMENT was .ackoowlecj,ged befo~e me this o1f1~t:day of _' ,1995. by /J1,,,h/L tf:. ~-f-...€.~ on behalf of _ Art r Andersen UP . He is personally known by me-et- 116'!' prB8b1Si~ 8S idCi"L:f;{.~L;""f1. WITNESS MY HAND AND OFFICIAL SEAL this ..sZI:!!iay of ~ 1995. at Miami. Florida. Name::P.4 it /J1p LIt ;S~,J NOTARY PUBLIC. ATE OF FLORIDA AT LARGE (SEAL) My Commission Expires: ~~'~~-~~~" ~;;,:::x:~ [;T~'7:: '':':'~N' l~I.~.':"; ,t\ 'ftC;~7Jm'T.':~"tU ~--~., p-- ',. . h..... ~..._...:-?,...(, !"\',.: ...,....."'0 ., "'e, 1.'0-;)"'-. Commission Number Page Two of Two