Strategic Advisory Group PSA MBCC aal! °x777
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH
- AND
STRATEGIC ADVISORY GROUP
FOR'
CONSULTING.SERVICES RELATIVE EXPANSION AND ENHANCEMENT OF THE
MIAMI BEACH CONVENTION CENTER CAMPUS /DISTRICT,. PURSUANT TO
REQUEST FOR PROPOSALS (RFP) NO .33-10/1.1
This Professional Services Agreement ( "Agreement ") is entered -into this I'Ah day of O r, 2011
..(Effective Date), between the CITY OF MIAMI BEACH, FLORIDA, a municipal corporation organized and
existing under the laws of the State of. Florida, having its principal offices at 1700 Convention Center Drive,
Miami Beach, Florida, 33139 ( "City "), and STRATEGIC :ADVISORY GROUP, a limited liability company
organized under. the State of -- Georgia, whose address is 3848 St. Annes Court, Suite 300
Duluth, GA 30096 (Consultant).
SECTION 1
DEFINITIONS
Agreement: This Agreement between the City and Consultant, including any exhibits and
amendments thereto.
City Manager: The chief administrative officer of.the City. ;
Consultant: For the purposes of this Agreement; Consultant shall be deemed to be an
independent contractor, and not an agent or employee of the City.
Services: All services, work and actions by the Consultant performed or undertaken pursuant to
the Agreement:
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Fee: Amount paid to the Consultant as compensation for Services.
Proposal Documents: Proposal Documents shall mean . City 'of Miami Beach `Request for Proposals (RFP)
No. 33 -10/11 for Consulting Services Relative. To The Expansion and Enhancement
:.of -the Miami Beach Convention. , Center Campus /District, Together with all
amendments thereto, issued by the City. in contemplation of this Agreement (the
RFP), and the Consultant's proposal in response thereto (Proposal), all of which are
hereby incorporated and made a part hereof;. provided, however, that in the event of
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an express conflict between the Proposal Documents and this Agreement, the
following order.of precedent shall prevail:, this Agreement; the RFP; and the Proposal.
:Risk Manager: The Risk Manager of the City,, with offices at 1700 Convention Center Drive, Third
Floor, Miami Beach, Florida 33139: telephone.. number (305) 673 -7000, Ext. 6435:
and fax number (305).673 -7023:
SECTION 2
SCOPE OF SERVICES'(SERVICES)
2.1' In consideration of the Fee to be paid to Consultant by the City, Consultant shall: provide the work
and services described in Exhibit "A" hereto (the Services).
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Consultant's Services, and .any deliverables incident thereto, shall be completed in accordance with
th6timeline and /or schedule in Exhibit "C" hereto:
SECTION 3 .
TERM
The term - of`this Agreement (Term) shall commence upon execution of this Agreement by all parties hereto,
as referenced in the Effective Date on Page 1 of the Agreement, and shall _terminate when all-'services,
outlined in the scope of services of this RFP, and deliverables as negotiated and outlined in this agreement
is by the City..
Notwithstanding the Term provided herein, .Consultant shall adhere to any specific timelines, schedules,
dates, and /or performance milestones for .completion and delivery of the Services,, as .same is /are set forth
in the timeline, and /or schedule referenced in Exhibit "B" hereto.
SECTION 4
FEE
Consultant will bill professional fees based on the time spent on the project. multiplied by the hourly
a billing rates listed in Exhibit "B ", up to anamount not to exceed $175,000, including all reimbursable
expenses.
} 4:2 INVOICING
Upon receipt of an acceptable and approved invoice, payment(s) shall be. made within thirty (30) days for
that portion (or _those portions) .of the Services satisfactorily' rendered (and referenced in the particular
invoice)...Invoices shall include a detailed description of the Services (or portions. thereof) provided, and
shall be submitted to. the City at the following address:
City of Miami Beach
j 'Tourism and Cultural Development
1700 Convention Center Drive
Miami Beach; Florida 33139
Attention: Max Sklar
SECTION 5
. TERMINATION
j ZA I TERMINATION FOR CAUSE
If the Consultant .shall .fail to fulfill in - a timely . manner, or otherwise violates any , of the covenants;
agreements, or stipulations material to this Agreement, the City, through its, City Manager, shall
thereupon have the right to terminate this Agreement for cause. Prior to' exercising its .option to
{ terminate for cause, the City shall notify the Consultant of its violation of the particular term(s) of this
{ Agreement, and shall grant Consultant ten (10) days to cure such .default. If such default remains
uncured. after ten (10) days, the City may terminate this Agreement without further notice to
Consultant. Upon termination, the City shall , be fully discharged from any and all liabilities, duties,
and terms arising out of, `or by virtue of; this Agreement.
Notwithstanding the above, ..'the Consultant shall not be, relieved of liability to the City for damages
i sustained by the City by any breach of the Agreement by the Consultant. The City, at its sole. option
and discretion, shall be entitled to bring any and all legal /equitable actions that it deems to be in its
i best interest in order to enforce the City's right and remedies against` Consultant. The City shall be
1 entitled to recover all costs of such actions, including reasonable attorneys' fees.
5.2 TERMINATION FOR CONVENIENCE OF THE CITY
THE CITY MAY. ALSO, THROUGH ITS CITY MANAGER, AND FOR ITS CONVENIENCE AND -
WITHOUT . CAUSE, TERMINATE THE AGREEMENT AT ANY TIME DURING THE TERM BY
GIVING WRITTEN NOTICE TO CONSULTANT. OF SUCH TERMINATION; WHICH SHALL
BECOME EFFECTIVE WITHIN 'THIRTY (30) . DAYS FOLLOWING RECEIPT BY THE
CONSULTANT OF SUCH NOTICE. IF THE AGREEMENT IS TERMINATED FOR CONVENIENCE
BY THE CITY,.. CONSULTANT SHALL BE PAID FOR ANY SERVICES SATISFACTORILY
PERFORMED UP TO THE DATE OF TERMINATION; FOLLOWING WHICH THE CITY SHALL BE
DISCHARGED FROM ANY AND ALL LIABILITIES, DUTIES, AND TERMS ARISING.OUT OF, OR
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BY VIRTUE OF THIS AGREEMENT
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TERMINATION FOR INSOLVENCY
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f The City also reserves the right to terminate the Agreement in the event the Consultant is placed
either in voluntary or.involuntary bankruptcy - or makes an assignment for the benefit of creditors. In
such event, the right and obligations for the parties shall be the same -as, provided for in Section
5..2.
f SECTION. 6
I INDEMNIFICATION AND INSURANCE REQUIREMENTS
6.11 INDEMNIFICATION
Consultant agrees to indemnify and hold harmless the City of Miami Beach and its officers,. employees,
- :agents, and. contractors, from and against any and all actions (whether at law or in equity), claims, liabilities,
losses, and expenses, including, but not limited *to, attorneys fees and costs, for - personal, economic or
bodily injury, wrongful death, loss of or damage to property, which may arise or be alleged to have arisen
from the negligent . acts, errors, .omissions or . other Wrongful conduct of the Consultant, its officers,
'employees, agents, contractors, or. any other person or entity acting under Consultant's control or
supervision; in connection. with,. related to, or as a result of the Consultant's performance of the Services
pursuant to this 'Agreement. To that extent, the Consultant shall pay all such claims and losses and shall
pay all such costs and judgments- which may issue from any lawsuit arising from such claims and losses,
and shall pay all costs and attorneys' fees expended by the City in the defense of such claims and losses,
'includin a eals.
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The parties ' agree that one percent (1 %) of the total compensation to Consultant for performance of the ,
`Services under this 'Agreement is the. ' specific. consideration from the City to the Consultant for the
;Consultant's indemnity agreement. The .provisions of this' Section 6.1 and of this. indemnification shall
'$urvive_.termination or expiration of this Agreement.
' .6.1 INSURANCE REQUIREMENTS -
,The Consultant shall maintain and carry in full force during the Term, the following .insurance:
11. Consultant Comprehensive General Liability, in the amount,of $1,000,000;
12. Consultant'Professional Liability, in the amount of $1,000,000 per occurrence; and
3. Workers Compensation & Employers Liability, as required pursuant to Florida Statutes.
iThe insurance must be furnished by insurance companies authorized to do business in the State of Florida.
All insurance policies must be issued by companies rated no less than "B±" as to management and not less
'than "Class VI" as to strength by the latest edition of Best's Insurance Guide, published by A.M. Best
Company, Oldwick, New. Jersey, or its equivalent:
All of Consultant's certificates. shall contain endorsements providing that notice shall be given to.the
City at least thirty`(30) days prior to termination, cancellation or reduction in coverage in the policy.
Original certificates of insurance must be submitted to the City's `Risk .Manager for approval (prior to any
w_ ork and /or services commencing) and will, be kept on. file in the Office of the Risk Manager. The City shall
have the 'right to obtain from the Consultant specimen copies of the insurance policies in the event that
submitted. certificates of insurance are inadequate to ascertain compliance with required coverage.
The Consultant is also solely, responsible for obtaining and submitting all insurance certificates for any sub-
Consultants:
Compliance 'with the foregoing requirements-shall not. relieve the Consultant of the liabilities and obligations
under this,Sect on or under any other.portion of this Agreement.
The 'Consultant shall not commence -any work and or services pursuant to this Agreement until all insurance
.required under this Section..,has been obtained. and such insurance has been approved.by the City's Risk
.Manager-.
SECTION 7
LITIGATION JURISDICTION/VENUE /JURY TRIAL WAIVER
This Agreement shall be construed in accord with the laws of the State of ,Florida. This Agreement shall
be . enforceable in Miami-'Da Count Florida, and if le al action is necessa b either art with res ect
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to the enforcement of any or all of the terms or conditions herein, exclusive venue for the enforcement of
same shall: lie in . Miami -Dade County, Florida. - By entering into -this - Agreement, Consultant and the City
;expressly waive any rights either party may - have to a trial by jury of any civil..litigation related to or arising
but;of this' Agreement.
i SECTION
LIMITATION _OF CITY'S LIABILITY
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-Ther City and .Consultant desires to enter into this Agreement only if in so doing . both the City and
`Consultant. can, place a Limit on the liability for any cause of action, for money. damages due to an alleged
.breach - by the City or Consultant of .this Agreement,.'so that its liability for such breach never exceeds
the sum of ,$10,000. Consultant and'City hereby expresses its willingness to enter into this Agreement with
recovery from either the City or Consultant for any damage action for breach of contract to be limited to a
# maximum amount of $10,000.
Accordingly, and notwithstanding any other term or .condition of this Agreement, Consultant and City
hereby agrees that *the Consultant and City shall not be liable. to the each. other for damages in an amount
�n; excess of $10,000 for any action or .claim for breach of contract arising out of the performance or non -
performance of any obligations imposed upon the City or Consultant by, this Agreement.
t i Nothing contained "in this section. or elsewhere in this Agreement is in any way. intended to be a• waiver of
the limitation placed upon the City's liability, asset forth in Section 768.28, Florida. Statutes. .
SECTION 9.
[INTENTIONALLY DELETED]
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SECTION-10
GENERAL PROVISIONS
'10.1 AUDIT AND INSPECTIONS
Upon reasonable verbal or written notice to Consultant,'and at any time during normal business hours (i.e.
9AM 5PM, : Monday through, Fridays, . excluding nationally recognized holidays), and as often as the City
Manger may, in his /her reasonable discretion ' and judgment deem necessary, there shall be made
available to the .City .Manager, and /or such representatives as the City Manager may deem to act on the
;City's behalf, ,to audit, examine, and /..or inspect, any'and all other documents and /or records, relating to all
matters covered .by this Agreement. Consultant shall maintain any and all such records at its place of
;business at the address set.forth in the. "Notices" section of Agreement.
'10.2 [INTENTIONALLY DELETETD] t
110.3 ASSIGNMENT, TRANSFER. OR SUBCONSULTING
;Consultant shall not subcontract, assign, or transfer all or any portion of any work and /or service under this
Agreement without the prior written consent -of the City Manager, which consent, if . given at all, shall be in
the' Manager's sole judgment and_ discretion. Neither this Agreement, nor any term or provision hereof, or
'right hereunder, shall be assignable unless as approved 'pursuant to this Section, and any attempt to make
such assignment (unless approved) shall. be void.
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10.4 PUBLIC ENTITY CRIMES
;Prior to commencement of the Services, the Consultant shall file a State of Florida Form PUR 7068, Sworn
Statement under Section 287.133(3)(a) Florida Statute on Public Entity Crimes.with the City's Procurement
;Division
110.5 . EQUAL EMPLOYMENT- OPPORTUNITY .
In connection with the performance of the Services, the Consultant shall not discriminate against any
;employee or applicant for, employment because of race,, color, national origin, religion, sex, gender
'iderntity, sexual orientation, disability, marital and familial* status, or age:
: 10.6. CONFLICT OF INTEREST
,The Consultant herein -agrees to adhere to and be governed by all applicable Miami -Dade County Conflict
H of Interest Ordinances and Ethics provisions, as set.forth the Miami -Dade County Code, and as may be
;amended from time to time; and. by the City 'of Miami Beach Charter and Code (as some may be amended
from time to time); both of which are incorporated by reference herein as. if fully set forth herein.
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''The Consultant covenants that it presently has no interest and 'shall not acquire any interest, direct or
jindi�rectly, which could conflict -in any manner or degree with the performance of the Services. The
JConsultant further covenants that in the performance of this Agreement, no person having any such
interest shall knowingly be employed by the Consultant. No member of or delegate to the Congress of the
United States shall . be admitted to any share or part of this Agreement or. to any benefits arising there
from..
. SECTION 11
NOTICES
All notices and communications in writing required or permitted .hereunder, shall be delivered personally to
the! representatives of the Consultant and the City listed below or may be mailed by U.S. Certified Mail,
' return receipt.requested, postage prepaid, or by a nationally recognized overnight delivery service.
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Until changed by notice in writing, all such notices and communications shall be addressed as follows:
TO CONSULTANT. Strategic Advisory Group
3848 Saint Anises Court
Duluth; GA 30096
t j .
Attention: Jeff Sachs
t ` TO CITY: City of Miami. Beach
City Manager's .Office
1700 Convention Center Drive
Miami Beach, Florida 33139
I Attention: Hilda M. Fernandez
City of Miami Beach
Tourism and Cultural Development
.1700 Convention Center Drive
Miami Beach, Florida 33139
Attention:. Max Sklar
Notice may also be provided to any other address designated by the party to receive notice if such alternate
address is provided via U.S.. certified mail, return receipt requested, hand delivered, .or by overnight delivery. In
the ievent an alternate notice address is -properly provided, notice shall be sent to such, alternate address in
addition to any other -address which notice would otherwise .be'.se_nt, unless other delivery instruction as
specifically, provided for by the party entitled to notice.
Notice shall be deemed. given on the day on which. personally served, or the day of receipt by either U.S.
''certified mail or overnight delivery.
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t SECTION 12
MISCELLANEOUS PROVISIONS
112.1 CHANGES AND ADDITIONS
This Agreement cannot - be modified or amended without the express written consent of the parties. No
}modification, amendment, or alteration of the .terms or .conditions contained herein shall be effective unless
contained in , a written document executed with the. same formality and of equal dignity herewith.
12.2 SEVERABILITY
If any term or' provision of this Agreement is held invalid or unenforceable, the remainder of this A 9 reement
shall not ber affected and every, other term and provision of this Agreement shall be valid and be enforced to
the$fullest extent permitted by law.
12.3 ENTIRETY OF AGREEMENT
IThe City and Consultant agree that this is the entire. Agreement between the parties. This Agreement
supersedes all prior negotiations, correspondence, conversations, agreements or understandings applicable
ito the matters contained herein, and .there are no commitments,. agreements or understandings concerning
the subject matter of this Agreement that not contained in. this document. Title and paragraph headings
arel for convenient reference and are not, intended to confer any rights or obligations upon the parties to this
Agreement.
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' IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
} appropriate officials, as of the date first entered above.
FOR CITY: CITY OF MIAMI BEACH, FLORIDA
E
ATTEST:
City .Clerk yor
E .
FOR CONSULTANT [INSERT NAME] LZ
J ATTEST:
By:
tary
eAn
i Print Na e Print Name / Title
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APPROVED AS TO
FORM & �GUAGE
& FOR E UTION
rney e
�cretary
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EXHIBIT "A"
SCOPE OF SERVICES
1) Immersion
:Consultant will meet with" the City to� review the "scope of services, and establish overall project goals.
Consultant will also meet with. project leadership to conceptualize the development strategy that best-
" meets the objectives and constraints. As ,part of this process, Consultant. will: . -
'a) Meet with project, leadership . "
b) Tour the convention center .
C) Tour" the, site and discuss available sites for development
d) Tour surrounding area,.
e) Review the "Needs- Assessment and Master Plan"
f) Review other information as appropriate
g) Assist City in developing a critical path and timeframe.
DELIVERABLE.: Consultant shall complete and submit a plan of action that covers all tasks listed in
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'Scope of Services, subject to the City's review and approval..
2) Serve as the City's primary advisor /Consultant
Consultant will serve as the City's primary advisor /Consultant throughout the engagement. Consultant
a) Provide project, oversight
b) Assist the City on how to best maximize the. City's assets
C) Inform the.City on how to potentially generate the'maximum private investment
d) Update the City on the' status of the project,
I. e) . Facilitate stakeholder meetin s with the
hotel industry; neighbors and other concerned parties
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f) , . Assist the City with the resolution of any issues that may arise as the project progresses
g) Address' other issues as required
I ..h) Identify companies and teams interested Jn submitting proposals
DELIVERABLE: Consultant shall .complete all tasks listed in Phase 2 "above, subject to the City's
;review and approval.
I3) Draft Mixed - Use. Developer RFQ
a) Consultant to develop a competitive process or best determined process to. attract key
i participants to the project(s)
b) Assist in the evaluation, and selection of potential partner(s)
i c): Partici pate. in.negotiating terms with any selected project team(s).
;d) Facilitate and" provide the" professional and technical expertise to lead key discussions
regarding the project, incl.udi.ng," but not iim.ited" to community 'outreach, coordination of key
participants, .financing, and contract negotiations (e.g. identify, constituent groups for project
discussion; conduct constituent. groUp discussion and solicit feedback /input).
. :RFQ will include the following:
a. Sales- oriented information on the retail /restaurant, offic "for -rent residential, for- sale
residential, and:hotel markets
I b'. Site information:
i. Development potential (height, restrictions,:FAR, maps, aerial'photos, etc.)
fi ii. Adjacent land uses
iii: Existing "building information
IV. Others a appropriate
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c.. Minimum program components
i. HQ hotel
ii. Convention center expansion areas
iii. Other
d. Submittal requirements
i. Experience
ii. Financial background
iii. Proposed program
iv. Master plan concepts
v. Absorption /Phasing
vi. Cash -flow models
I ii. Land purchase: proposal
viii. Tax impacts
i ix. Sources of debt and equity
x. Development/funding commitment
A. Litigation. history
xii. References
xiii. Others as appropriate
DELIVERABLE: Consultant shall complete*- all tasks listed in Phase 3 above, subject to the City's
review and approval.
4) ,Short -List Development Teams
Once the City. has 'approved the RFQ, Consultant will manage the process. to. identify short -list
i candidates. Specifically, Consultant will:
a) . Identify potential developers /teams on a local, national and international level to contact regarding
the project.
b) Mail the RFQ to all potential developers /teams identified. Post the opportunity-on Internet bid sites
and advertise as -required under Florida law.
c) Conduct follow -up phone calls with key potential. developers /teams to make certain they receive and
understand the opportunity.
d) Be. available for site. visits as requested.
e) Coordinate a pre - proposal meeting to discuss the RFQ and answer any questions potential
developers /teams may have.
f) Respond to questions related to the RFQ.
g) Evaluate the responses to the RFQ including: providing advice on the process of evaluation and
selection, checking proposal references and reviewing the reported success of other projects
completed by the proposers.. 1n addition,. Consultant will perform due diligence procedures on
revenue and expense projections, cost estimates,, financing plan, and capital sources. Consultant
will summarize, the salient points of each, proposal in a matrix..
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h) Recommend a short-list of. candidates to be interviewed.
DELIVERABLE: Consultant shall., complete all tasks ' listed in Phase .4 above, subject to the City's
review and approval.
5) Select the Development Team
a) .Consultant -will update the comparison matrix to address information learned during the RFQ
process.
b) Consultant will coordinate the interview process of the short - Fisted candidates. 'Consultant will
j actively participate in the interviews, providing expertise ° and advice to the City, as needed and
desired. Consultant will also submit a ,list of questions that should be asked to each proposer.
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c) Consultant will assist with the final selection of the developer /team and formulate and provide its
recommendations to - City , Administration, City Commission and any other committees and sub
committees as required,
` DELIVERABLE: Consultant shall complete all tasks listed in Phase 5 above, subject to the City's .
review and approval.
� ) Negotiate Contract with Selected Developer/Team
Once a development team is selected, Consultant.will work with and assistAhe City and its legal team
' with negotiations, drafting and finalizing -the formal agreements. Consultant will . provide advice and
consultation throughout the. process Consultant will be available for conference_ calls, will review and
i suggest revisions to the legal documents, and will ensure the spirit of the RFQ process is encompassed
in-the Legal documents.
i DELIVERABLE: Consultant shall. complete all tasks listed in Phase 6 above, subject to the City's
review and approval.
7) , Create Convention Center Improvement Financial Plan
a) Based on the, selected development team proposal, development approach and phasing timeline,
. Consultant will project the land sale and tax anticipated to.. be generated from the private
development over a 30 -year period.
1 b) Consultant will calculate the bonding capacity of the revenue streams, assuming various credit
I scenarios. This may include a phased approach with, multiple bond, issuances over time that utilize
revenues to the public sector as each phase of the private development is developed over time.
c) Consultant will align the bonding capacity with the needs identified in Step 3.
d) Consultant will summarize the convention center improvements .'and funding plan in a written
document and PowerPoint presentation.
e) .Identify and recommend potential public and private ,financing options for the development of the
project(s), including but not .limited to Public /Private � Partnerships (PPP), to minimize the level of
4 public financial participation in the project(') and .to attain the most distinctive, highest- quality and
marketable project(s) possible. Consultant will be expected to provide transactional review, including
sources' of debt and equity, and are strongly urged to consider creative development and financing
structures - that will ,accomplish • these ends. Any recommended financial plan developed by the
I consultant must detail the assumptions used in the recommended development.
i J) The' assumptions should include operating projections that -are supported by. market- research, a
financing .plan and project schedule. The consultant shall also: recommend development approaches
and construction management and operation methodologies for the project(s).
DELIVERABLE: Consultant shall complete all tasks Fisted in Phase-7 above, subject to the City's
j � review and approval:
j 8) .Ongoing Tasks
a) Consultant will provide periodic reports as requested by the City.
- b) Consultant will assist in other duties as they relate to this engagement and remain available
throughout project development to answer questions and provide information and guidance as
requested and needed.
DELIVERABLE: Consultant shall complete all tasks listed in Phase 8 above, subject to the City's
f review, and approval.
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EXHIBIT "B''
FEES
The following. are hourly billable rates:
Jeff Sachs (Managing Partner) $375
Tony Peterman .(Sr.. Partner). $295
John Repa $295
Tom Reifert (Principal) $250
Dan Fenton (Principal) $250
..Jerry McClendon (Associate) $200
Frank Pallini (Associate) $150
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EXHIBIT ''
Engagement Timeline
City of Miami Beach
Convention Center District'Consulting Services
Estimated Timeline
Oct- Dec-
F Description 11 12 12 12 12 12 12
Immersion/Kick = Off .Meetings
Serve as City's - Primary
Advisor /Consultant
Draft Mixed -Use Developer RFQ
Short -List Development Teams
.Select Development Team
, 'Recommend developer /team to Council
Negotiate. Contract with Selected
Developer /Team .
Create Convention Center Improvement
Financial Plan
Summarize plan in written document,and
presentation
Yh
Ongoing Tasks
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