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Amendment #1 to PSA with Strategic Advisory Group c)0//— Stra eilIcAdvisoryGroup Amendment #1 PROFESSIONAL SERVICES AGREEMENT DATED OCTOBER 195 2011 BETWEEN THE CITY OF MIAMI BEACH AND STRATEGIC ADVISORY GROUP FOR CONSULTING SERVICES RELATIVE TO THE E32ANSION AND ENHANCEMENT OF THE MIAMI BEACH CONVENTION CENTER CAMPUS/DISTRICT,PURSUANT TO REQUEST FOR PROPOSALS (RFP)NO 33-10111 January 1,2013 The following amends Strategic Advisory Group's("SAG") scope of services,professional fees, and Term pursuant to our agreement dated October 19, 2011 to provide consulting services relative to the expansion and enhancement of the Miami Beach Convention Center Campus/District, ADDITIONAL SCOPE OF SERVICES SAG, will manage, in conjunction with City staff, the Master plan/LOI process outlined in Exhibit 1. This will include: Project oversight--this includes assisting the City on how to best maximize the City's assets, informing the City on how to potentially generate maximum private investment, updating the City on the status of the project,and assisting the City with the resolution of any issues that may arise as the project progresses, • Managing and maintaining the schedule—this includes taking the lead role in creating, modifying, communicating, and administering the attached schedule (Exhibit 1) with both the City team and the short listed developers. The goal of this process will be to complete a master plan and LOI from each short listed team by the targeted date. Preparing agendas and facilitating project meetings — The attached schedule includes numerous meetings and work sessions. SAG will be responsible for preparing the agenda for each meeting,ensuring participants are informed of expectations,and facilitating each meeting as appropriate. • Participating in public forums and commission meetings. There are four public community meetings and four City Commission meetings currently planned. It is our , goal to create an environment whereby the community speaks directly to the short-listed development teams,not an intermediary consultant. Nevertheless,SAG will facilitate the 1 i 3848 Saint Annes Court # Duluth,GA 30096 + (678)5840705 Rtrigtea kAdvisoryGroup meetings, meet in advance with leaders to prepare, and ensure the proper presentation materials are prepared For the Commission meetings, SAG will assist with drafting briefing information, participate in Commission member advance briefings, and prepare apple-to-apples comparisons to ensure the Commission is presented with comparable data for thew decision making process, • Drafting and reviewing written correspondence related to the protect— SAG will assist with the drafting and/or reviewing project information. This will include project update memorandums,proposal comparisons,and correspondence to the development teams. • Preparing presentation materials — SAG will prepare presentation materials when required. In addition, SAG will assist each development team with preparing their materials to ensure each team presents like data in a similar fashion. • Facilitating developer discussions — SAG will assist with the numerous meetings, conference calls, and discussions with the short listed teams to communicate the City's objectives,deliverable expectations,financing options,master plan issues,etc. • Participating in design review meetings -- SAG will participate and coordinate the planned design review meetings, Our main role will be to monitor how each team is moving forward and ensure the Commission, community, convention center, City and other stakeholder issues are being addressed. • Answering developer questions -- SAG will be the clearinghouse to answer developer questions as they arise, ensuring the proper team member from the City team is counseled,and that the answer is communicated, • Drafting the LOI template--SAG will draft,in conjunction with the City's legal team, a letter of intent template outlining the broad terms for the proposal. The LOI will address: diagrams and renderings communicating the vision for the site; square foot program for each component; phasing plan and project absorption schedule; development cash flows (revenues, expense, capital, etc.) for each component, with a summary of significant assumptions, demonstrating financial viability; terms for leasing land for private development;plan for raising capital and known funding commitments; scope of services and fee for management of the renovation and expansion of the MBCC and any other public assets requested to be developed; scope of services and fee for design of the renovation and expansion of the NMCC and any other public assets requested to be developed; requested role of the City; hotel room-block commitment; and the plan to involve the community in the refinement of the vision. • Economic impact—one of the requirements of the RFQ is for each short listed team to provide an analysis of the economic impact of the proposed master plan, with documentation supporting how the estimated economic impact was derived. In addition each team must provide a summary of City revenues generated by the private components of the project over tame,including property taxes,hotel taxes and sales taxes. 2 s 8swrme1qJcAdwisoryGroup SAG will provide guidance to each team on how these analyses are to be completed to enable an apples-to-apples comparison of the proposals. This will include providing each team with a common methodology and assumptions for each calculation. • Negotiating the LOI—SAG will work in concert with the City legal team to negotiate the LOis. This will entail numerous conference calls and meetings to ensure each proposal addresses all issues and that each is as favorable to the City as possible, ADDITIONAL FEES SAG will be compensated for fees and expenses through December 31, 2012 under the current contract. Fees and expenses are not to exceed$66,287 during the Term. SAG's fees will be based on the time worked on the project multiplied by the hourly rates of$325 for Jeff Sachs and $250 for Tom Reifert. Each invoice will include a summary of the tasks completed by day by person. Travel expenses will be paid in addition to fees. Expenses for airfare, rental car,taxi, hotel and any third party data will be invoiced based on the actual amount,without markup. Meals will be invoiced based on the City of Miami Beach's per diem rate which are currently $22.64 for breakfast,$20.14 for lunch and$3 6.3 8 for dinner. Invoices shall be submitted monthly and the City shall pay invoices within 30 days of receipt. TERM This agreement shall begin on January 1,2013 and end on March 13,2013. 3 J J I m r-opgIcAdvisoryGroup IN WITNESS WHEREOF,the parties by their duly authorized representatives have caused this Subcontract Agreement to be executed as of the date first written above. FOR CITY: CITY OF MIAMI BEACH, FLORIDA ATTEST: City Clerk INCORP ORATED FOR CONSULTANT: STRATEGIC ADVISORY GROUP LLC ATTEST: By: 7j a, ThomaarReifert, Partner fey Sachs, Managing Partner APPROVED AS TO FORM&LANGUAGE &FOR EXECUTION, 1�r 113 omey a e 4 w f Strg$eq JgAdv1soryGroup Exhibit 1 Design/L01 Process 1 Dec 17 Conference Call City/SAG-Project Schedule Dec 18 Conference Call City/SAG-City Funding Available ` Dec 20 Conference Call City/SAG/Portman-Project Schedule Dec 21 Conference Call City/SAG/Tisbman-Project Schedule Jan 8 City/SAG/Tishman-Kick Off Meeting,MBCC Walk-Through Jan 9 City/SAG/Portman-Kick Off Meeting,MBCCWalk-Through Jan 29 Eve Public Community Meeting 41-Gather initial public input Feb 26 City/SAG/Portman-Internal Preliminary Master Plan Review Feb 27 City/SAG/Tishman-Internal Preliminary Master Plan Review Feb 27 Eve Public Community Meeting#2 ■ Guiding Principles for Master Plan based on community input Master Plan Concept(bubble diagrams) Feb 28 City Commission Workshop#1 a Guiding Principles for Master Plan based on community input ■ Master Plan Concept(bubble diagrams) Mar 26 City/SAG/Portman-Internal Master Plan Review Mar 27 City/SAG/Tishman-Internal Master Plan Review Mar 27 eve City Commission Workshop#2&Public Community Meeting 93 ■ 3D Massing diagrams April 5 Initial LOI terms due to the Administration April LOI review and negotiations April 26 Final Masterplan deliverables and LOI due May 8 eve Public Community Meeting 44 ■ Complete Master Plans May 15 City Commission Workshop#3-(opportunity#5 for public participation) Complete Master Plans ■ Proposed L0I Terms Jun 5 City Commission Meeting 5 x r IS ' '.t I t J .1 •r J I ,' i r - \ y,.. r . -1 I _ v .. 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