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R7E-Accept Recommendation-Waive Competitive Bidding Management Of City Golf CourCOMMISSION ITEM SUMMARY Condensed Title: A resolution accepting the recommendation of the Finance and Citywide Projects Committee to waive the competitive bidding for the management and operations of the City's golf courses and waive by 5/ih, the formal competitive bidding process requirements, finding such waiver in the best interest of the City, and authorizing the City Manager to execute an agreement with Professional Course Management II, Ltd. (PCM) for the management and operations under the negotiated terms as presented, discussed and approved by the FCWPC at their December 20, 2012 meeting. Key Intended Outcome Supported: Increase satisfaction with recreational programs Supporting Data (Surveys, Environmental Scan, etc.): Miami Beach Customer Survey ndicates 85% of residents rated the City's Recreation programs as either excellent or good. Item Summary/Recommendation: Professional Course Management II, ltd. has successfully managed and operated the City's golf courses and clubhouses since October 1, 2001. The current agreement expired on September 30, 2012 and we are now on a month-to-month with them as authorized by the City Commission on September 12, 2012. After extensive good faith efforts between the City and PCM to negotiate a new fee structure with additional benefits to the city in consideration of waving competitive bidding process, as directed by this Committee on July 10, 2012, the Administration and PCM have reached the following terms for a fee arrangement that: • Caps the incentive paid to PCM when certain revenue thresholds are met; • Provides for a "pay-back" provision when revenue thresholds are NOT met; • lncentivizes PCM at a lower rate than the current agreement provides for on higher revenues collected; • And based on historical averages, saves the City an average of: o $ 25,000 per year based on the current fee structure with the voluntary reduction currently in place, or o $ 75,000 per year based on the original Agreement. The Administration recommends adopting this Resolution. September 13, 2011, the Golf Advisory Committee voted unanimously to retain PCM to manage and o erate the Cit 's olf courses, clubhouses and related facilities. Financial Information: Source of Amount Account Funds: 1 $125,000 Miami Beach Golf Club 011-0970-000322 !'\ I\~ ,~I 2 $125,000 Normandy Golf Club 011-0975-000322 3 OBPI Total $250,000 Financial Impact Summary: Base Management Fee is included in Parks and Recreation Department's annual budget. Incentive fees only earned if negotiated benchmarks are met. City Clerk's Office Legislative Tracking: Si n-Offs: Department Director Assistant Ci KS T:\AGENDA \2013\April 17\Com_ summary-Waiver competitive bid -golf courses,doc MIAMI BEACH 473 City Manag JLM AGENDA ITEM DATE ~ MIAMI BEACH City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, www.miamibeachfl.gov COMMISSION MEMORANDUM TO: Mayor Matti Herrera Bower and Me DATE: April17, 2013 SUBJECT: A RESOLUTION OF THE MAY R AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE FINANCE AND CITYWIDE PROJECTS COMMITTEE AT ITS DECEMBER 20, 2012 MEETING, AND WAIVING, BY 5/7TH VOTE, THE FORMAL COMPETITIVE BIDDING REQUIREMENT, FINDING SUCH WAIVER TO BE IN THE BEST INTEREST OF THE CITY, AND AUTHORIZING THE CITY MANAGER TO NEGOTIATE, IN ACCORDANCE WITH THE SUBSTANTIVE TERMS (IN THE TERM SHEET ATTACHED AS EXHIBIT "A" TO THIS RESOLUTION) AND, IF SUCCESSFUL, EXECUTE A NEW AGREEMENT WITH PROFESSIONAL COURSE MANAGEMENT II, L TO., FOR THE MANAGEMENT AND OPERATIONS OF THE CITY OF MIAMI BEACH GOLF COURSES, CLUBHOUSES AND RELATED FACILITIES; WITH SAID AGREEMENT HAVING AN INITIAL TERM OF THREE (3) YEARS, WITH TWO (2) ONE (1) YEAR RENEWALS, AT THE CITY'S SOLE DISCRETION. ADMINISTRATION RECOMMENDATION The Administration supports the recommendation of the Finance and Citywide Projects Committee made at their December 20, 2012 meeting to waive the competitive bidding process for the management and operations of the City's golf courses, clubhouses and other related facilities. KEY INTENDED OUTCOME SUPPORTED Increase satisfaction with recreational programs BACKGROUND AND ACTIONS TAKEN BY FCWPC On September 10, 2003, The Mayor and City Commission authorized the execution of a management agreement for the Miami Beach Golf course, clubhouse and related facilities. The term of the agreement was for an initial period of three (3) years, effective October 1, 2003 and expiring on September 30, 2006, with two (2) one year terms, on a year to year basis. Subsequently the Mayor and City Commission approved to waive the competitive bidding process and approve a management agreement between Professional Course Management II, L TO., (PCM) and the City, which commenced on October 1, 2007 and expired on September 30, 2012. Currently, the City is on a month-to-month agreement with PCM. This matter was referred by the Mayor and Members of the City Commission at the February 8, 2012 Commission meeting. The item was included in the April 19, 2012 FCWPC agenda and following a brief discussion referred to the July 10th meeting for further discussion. 474 Resolution adopting the recommendation of the FCWPC to waive competitive bid (by 5/fh) for the management and operations of the City's Golf Courses, Clubhouses and other Related Facilities Apri/17, 2013 City Commission Meeting The Finance and Citywide Projects Committee discussed the management of the City's golf courses at its July 10, 2012 meeting. More specifically, the members focused on the success of PCM has had in operating the City's golf courses and clubhouses since the initiation of the first full-service management agreement was implemented in 2003. It was stated that for the term of the management agreements, PCM has managed the City's golf clubs at high service levels, and has received positive comments from the City's residents, tourists and day guests with no complaints to the Commission or the Administration. Attached is a copy of PCM's correspondence from June 29, 2012, which was presented to FCWPC. (Exhibit A) The Committee also discussed whether the City should prepare a Request for Proposals (RFP) to be issued with the intent of having a new management agreement presented to the City Commission as soon as possible, or to waive the competitive bidding process and enter into negotiations with PCM for the continued management and operations of the City's Golf Courses, Clubhouses and Related Facilities. Chairperson Weithorn stated that PCM should give the City additional benefits in consideration of waving competitive bidding. Commissioner Tobin felt that the contract should go out to bid to see what the market is like. At the conclusion of the discussion the Committee recommended the contract be extended on a month-to-month basis, that the Administration meet with PCM to negotiate terms of a new agreement; simultaneously that staff provide more detailed information on the cost of other golf course management companies and how the golf courses are maintained and report the results of the negotiations and golf course comparisons back to the Committee for further direction. On September 12, 2012 the City Commission adopted a resolution accepting the recommendation of the Finance and Citywide Projects Committee at their July 10, 2012 meeting, to extend the current management agreement with Professional Course Management II, LTD., (PCM) which expired on September 30, 2012, on a month to month basis until such time as a new management agreement for the Management and Operations of the City of Miami Beach Golf Courses, Clubhouses and other Related Facilities is authorized by the City Commission. On December 20, 2012 as recommended by the FCWPC at the July 10, 2012, and subsequently adopted by the City Commission at the September 12, 2012 meeting, the Administration submitted a discussion item to the Finance and Citywide Projects Committee that included negotiated terms for a new agreement, more detailed information on the cost of other golf course management companies in the area operating courses for municipalities as well comparisons of the other courses initial management terms and approved extensions, annual management fees and incentives or bonuses. The FCWPC members reviewed the information presented and an extensive discussion ensued focused on the proposed negotiated terms and conditions, the Premier Card Membership Program and the on-going efforts to continue to grow the South Beach International Amateur golf tournament. Based on the aforementioned the FCWPC members recommended waiving competitive bidding and re-awarding the contract to Professional Course Management II, LTD., to manage and operate the City's golf courses under the new terms of the agreement (as negotiated and presented to the Committee). ANALYSIS Following are the new negotiated terms that were presented and recommended by the Finance and Citywide Projects Committee at the December 20, 2012 meeting that will be included in the executed agreement. 475 Resolution adopting the recommendation of the FCWPC to waive competitive bid (by 5/Th) for the management and operations of the City's Golf Courses, Clubhouses and other Related Facilities April17, 2013 City Commission Meeting Current Fee Structure vs. Proposed Option The fee structure included in the previous management and operations agreements between the City of Miami Beach and Professional Course Management (PCM) was as based on an annual management fee of $125,000 per golf course plus a 10% incentive fee earned only after revenue of $1.875M is attained at each golf course individually, and the debt service at each golf course is addressed. The 10% incentive was subsequently modified in the summer of 2010 in the form of a voluntary reduction to 8%, by PCM. This represented a savings to the City in FY 2010-11 of approximately $40,000 and $36,000 in FY 2011-12. This goodwill gesture by PCM was in recognition of the challenges the City was facing in light of the recession we were in at that time and for consideration of the City agreeing to extend the current agreement for the remaining available time. Attached for your review is Exhibit " B" - a worksheet outlining the current terms of the agreement, including the voluntary reduction of incentive fee mentioned above, and the negotiated proposed terms agreed to by PCM for future years' management agreement, contemplated to be for 3 years, plus two (2) one year extensions. Additionally, we have also included a column outlining potential savings, based on historical averages of prior year actuals to the negotiated terms. The following points as they related to the baseline management fee and the incentive fees paid to PCM since the inception of the initial agreement to manage and operate the City's golf courses and related facilities began in 2003 warrant emphasizing: • The Management Fee for each golf course was established at $125,000 annually. This fee has not increased over the past nine years; • The baseline revenue of $1.875 million established in the agreement that must be generated at each golf club in order to attain the 10% Incentive Fee that was negotiated has never been attained at the Normandy Shores Golf Club since the course completed its first full fiscal year in 2010 therefore an incentive fee has never been paid for this club: • Since re-opening (complete fiscal years 2004-2012) the average Incentive Fee earned at the Miami Beach Golf Club has been $191,205. Please see the attached Statement of Operations for the Miami Beach and Normandy Shores Golf Clubs for a comprehensive summary of revenues and expenditures included in Exhibit C. The following is a summary of the key points that were discussed and negotiated each of which is discussed below: • Yearly Management Fee charge per Golf Course (Miami Beach, Par 3 and Normandy) • Incentive Fee percentage • Incentive Fee Revenue thresholds • Debt Service Provision (must cover Debt Service to earn full Incentive fee) • A capped Incentive Fee • Incentive Fee "pay-back" if Revenues are not met Yearly Management Fee: Miami Beach Normandy Par3 Current $ 125,000 $ 125,000 -0- 476 Proposed $ 125,000 plus CPI or 3% yearly $ 125,000 no CPI or yearly adjustment -0- Resolution adopting the recommendation of the FCWPC to waive competitive bid (by 5/Th) for the management and operations of the City's Golf Courses, Clubhouses and other Related Facilities April17, 2013 City Commission Meeting Please note that the CPI/ 3% proposed increase for the yearly management fee at the Miami Beach Golf Club only, starts in year 2 of the contract and totals $38,665 over the 5 years of the agreement. This amount is substantially lower than the conservatively estimated savings of $125,000 for the five year term of the agreement the City will recognize by instituting the proposed cap on the incentive fee on annual revenues up to $3,900,000 at the Miami Beach Golf Club. Incentive Fee Miami Beach Normandy Current 8% over $1.875M (after Debt Service) 8% over$ 1.875M (After Debt Service) Proposed Cap of$ 125,000 to$ 3.9M in Revenue plus 5% over$ 4M in revenues 7% over $1.8M in revenues Par 3 golf course -0--0- (PCM has agreed to manage and operate the new Par 3 golf course to be included at no cost which is estimated between $36,000 and $48,000 annually.) Debt Service Provision Miami Beach Normandy Par3 Current Must meet Debt Service ($ 800,000) Must meet Debt Service ($ 400,000) N/A Incentive Fee "pav-back" Provision Miami Beach No Normandy No Par3 No Proposed Same Eliminated N/A Approx. 8% of revenues below$ 3.9M No No Assuming a yearly revenue stream at the Miami Beach Golf Club of $ 4 Million and yearly estimated revenue of $ 1.8 Million at the Normandy Golf Club, the anticipated average yearly net savings to the City would amount to$ 25,000 from the current agreement and approximately $75,000 per year from the original agreement(s). Professional Course Management II, ltd. has successfully managed and operated the City's golf courses and clubhouses since October 1, 2001. The current agreement expired on September 30, 2012 and we are now on a month-to-month with them as authorized by the City Commission on September 12, 2012. After extensive good faith efforts between the City and PCM to negotiate a new fee structure with additional benefits to the city in consideration of waving competitive bidding process, as directed by this Committee on July 10, 2012, the Administration and PCM have reached the following terms for a fee arrangement that: • Caps the incentive paid to PCM when certain revenue thresholds are met; • Provides for a "pay-back" provision when revenue thresholds are NOT met; • lncentivizes PCM at a lower rate than the current agreement provides for on higher revenues collected; • And based on historical averages, saves the City an average of: o $ 25,000 per year based on the current fee structure with the voluntary reduction currently in place, or o $ 75,000 per year based on the original Agreement. Management Operations Agreements Comparison As requested, please find Exhibit D -comparison of a South Florida municipal golf course/ clubhouse/ related facilities management and operation agreements prepared by the administration which provides more detailed information on the cost of other golf course management companies, agreement terms and extensions etc. 477 Resolution adopting the recommendation of the FCWPC to waive competitive bid (by 5/fh) for the management and operations of the City's Golf Courses, Clubhouses and other Related Facilities Apri/17, 2013 City Commission Meeting Of the six (6) municipalities included in the analysis there are unique terms to each management agreement that make a basic management fee comparison challenging. However, based on the available information related to each agreement, it is possible to establish an estimated average annual overall comprehensive fee paid by the municipalities to the golf management companies for their services. Please be advised that the following summary does not include the City of Coral Gables Biltmore golf course or the Granada golf course as this management agreement requires the management company to pay the City a base and percentage of revenue over a twenty-five (25) year period. Municipality Mgt. Com or Cour Tnt=!! I Estimated Fees & ... d ............ +; ....... P~id F.Y. 2011-12 2 -Miami Beach Professional and Normandy Course Shores Golf City of Miami Management II, Clubs + the Par $390,809-total both golf courses/ Beach Ltd. 3 golf course $195 404.50 each Delucca 1 -International I City of Miami Enterprises, In "''"'"" """ + undisclosed incentives Professional City of Pembroke Course Lakes Management II 1 $256 411 Guidant Management, City of Plantation Inc. 1 $217 000 Guidant Management City of Sunrise Group, LLC 1 $150,000 The total estimated fees paid to all Golf course management companies included in the analysis in F.Y. 2011-12 was $1,214,220 for the management and operations of six (6) golf courses. This equates to an average of $202,370 annually per course, with PCM slightly below the average annual fee paid. Additional Points to Note • The Administration conducted salary comparisons of the PCM employees utilizing; 1) GCSAA (Golf Course Superintendent's Association of America) 2011 Compensation and Benefits Report; 2) PGA of America Annual Compensation Survey 3) The Beekman Report 2012 edition The result of these salary comparisons indicated that with few exceptions each position was below the median salary being paid in Florida for the position evaluated. It should also be noted that, with the exception of an increase in job scope or increased responsibilities, no PCM employee has received a raise in the past 4 years. • The City's Living Wage Ordinance will be in effect for the new agreement when executed. 478 Resolution adopting the recommendation of the FCWPC to waive competitive bid (by 5/fh) for the management and operations of the City's Golf Courses, Clubhouses and other Related Facilities Apri/17, 2013 City Commission Meeting CONCLUSION The Administration supports the recommendation of the Finance and Citywide Projects Committee made at their December 20, 2012 meeting to waive the competitive bidding process for the management and operations of the City's golf courses, clubhouses and other related facilities and further recommends waiving by 5/ih, the formal competitive bidding process requirements, finding such waiver in the best interest of the City, and authorizing the City Manager to finalize and execute an agreement with Professional Course Management II, Ltd. (PCM) for the management and operations under the negotiated terms as presented, discussed and approved by the FCWPC at their December 20, 2012 meeting. JLM/MAS/RAIKS Attachments T:\AGENDA\2013\April 17\Com_ Memo-Waiver of Competitive Bid-Managment and Operations-Golf Courses 4- 13.docx 479 I l I t ~ I ' I I I EXHIBIT A JUNE 29, 2012 CORRESPONDENCE FROM JOHNNY I...APONZINA, PRES10ENT Of PROFESSIONAl. COURSE MANAGEMENT PROFESSIONAl COURSE MA.'f\t\GE.l\IDIT Ms. li:J.!J!ic 0. l31~CkJ Cit)' Mll:.~qar cn1'0FNfi~~IBEACH Viii &ml Dctiv<ey N! )'I'JIIIImiw, l.her'C\WC l# ~led 'c ~~ lh¢ i'ot1l~U'ict CGif lmpaets ofllall~ill& w ~ ~~ iarlhec:ityatMCn~llt j:tU~<l~tlt. !'tM'hu~:eqll'-"l''Wi~CJl~tb~·MIIIiiWll.\!loncf llW»t~t~ '!o ai:!dmtyttl ~ ~lmi. weW!Iuld Ui:ato~ ltlo ~in&Wlbl ~1tlfof~~cft!:l!MllO:.Cily~1!.lll.'!nblllll<~ftl:tt~e!Wi Clty Adm!.aimulfum w ~ !lw mL"'l!;=rl ~~to:::~ ~ditlolll!lll~yellf terrn: 1n~-~-~Mile~ ~ml~· :uno &M l'CM~I!~ t.mrl!l.!ti:U ~~ w . ~e:tt!W~ lW Sslli! ~ :!0"11 Tltill llil:l POM'a cc»\~M .a~ Eltc City :wert.~ S15,GOO durin$ ~:hat~ .u pm~~iilrtitc ta=tt.rtcftlioM'mlt ~. N:M a ·~~e t.rt !he iii"Uillm llll'Wlticll !haill~i~~~> C. !I~ for lht ~ oft~~a City. W4prCJpoMZ Cl.e~t all~~ ~kms mdubliiDttlom t=llilllm 1\le. ~a~"Llr.l~~; Hliyml~ttt41ulhe 01i(;ill."ll 2001,~. 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I l:!t!" 311"!' ... =:;:gt;l~w l I -Wt~.wt~\1'1·-~ 483 No,..••• Sho••• Golf Cou"e S~~n~m••• Jtate ... nt ef Oper .. lon Fiscal Yeut 2010, 2011 ancl20t2 Acllllll :\cl\ml Actual Totals REVENUES 2010 2011 2012 Golf Memberships $ 158,970.00 $ 145,357.00 $ 161,852.00 s 466,179.00 Cart Fees $ 598,184.00 $ 785,634.00 s 824.750.00 i 2,006,5611.00 Green Fees $ 768.~6.00 $ 835,086.00 $ 802,888.00 s 2,·10~,600.00 Range Fees $ 34,509.00 $ 44,450.00 $ S9,999.00 $ 118,95(1.00 Restaurant $ 14,215.00 $ 18,350.00 $ 14,928.00 s -~7.493.00 Pro Shop $ 7,214.00 $ 9,145.00 s 8,715.00 s 25,07·i.OO Golf Lessons s 10,069.00 s 13,484.00 s 10,512.00 s 8>1,065.00 Total $ ,8!51,506.00 $ 5,102,937.00 lsuagetforRevenue : I 1,73~330.00 EXPEDITURES Uniforms $ 7,803.40 $ 7,000.00 $ 8,417.00 s 23,22MO Professional Services s 814,217.09 $ 857,057.00 s 794,030.00 s .~?,-165,304.0!1 Electricity $ 58,045.81 s 60,004.00 $ 59,108.00 s 177,U7.81 Water $ 37,319.98 $ 37,9911.00 $ 237,716.00 s 318,0:H.9ll Admin. Fees $ 125,000.00 $ 125,000.00 $ 125,000.00 s 375,000.00 Rent-Bultding & Equip. $ 242,815.09 s 233,587.00 s 218,203.00 s 6!»,605.09 PCM Bonus $ $ $ s Operating Expenses s 2115,248.43 $ 223,542.00 s 199,979.00 s G88,769.-l:i Internal Service $ 127,714.7!! s 1411,069.00 $ 172,971.00 s 4.ui,75oi.75 Total l@iudget for Expense: lnt.Sev. $ 1,940,583.00 $ Net Operating Income $ (4 Hi I. cl.'•1.7~u.mh $ (80,90!,,;);)) $ (388.750.00 484 i i 485 RESOLUTION NO.----- A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE FINANCE AND CITYWIDE PROJECTS COMMITTEE AT ITS DECEMBER 20, 2012 MEETING, AND WAIVING, BY 5/7 1 H VOTE, THE FORMAL COMPETITIVE BIDDING REQUIREMENT, FINDING SUCH WAIVER TO BE IN THE BEST INTEREST OF THE CITY, AND AUTHORIZING THE CITY MANAGER TO NEGOTIATE, IN ACCORDANCE WITH THE SUBSTANTIVE TERMS (IN THE TERM SHEET ATTACHED AS EXHIBIT "A" TO THIS RESOLUTION) AND, IF SUCCESSFUL, EXECUTE A NEW AGREEMENT WITH PROFESSIONAL COURSE MANAGEMENT II, L TO., FOR THE MANAGEMENT AND OPERATIONS OF THE CITY OF MIAMI BEACH GOLF COURSES, CLUBHOUSES AND RELATED FACILITIES; WITH SAID AGREEMENT HAVING AN INITIAL TERM OF THREE (3) YEARS, WITH TWO (2) ONE (1) YEAR RENEWALS, AT THE CITY'S SOLE DISCRETION. WHEREAS, on February 8, 2012, a referral concerning the current management and operation of the City of Miami Beach golf courses, clubhouses, and related facilities was made by the Mayor and City Commission to the Finance and Citywide Projects Committee (FCWPC) for discussion and further direction; and WHEREAS, on April 19, 2012, the item was included in the FCWPC agenda and, following a brief discussion, referred to the July 10, 2012 FCWPC meeting; and WHEREAS, on July 10, 2012, the FCWPC discussed the management of the City's golf courses and, in particular, the success that the current manager, Professional Course Management II, Ltd. (PCM), has had in operating the City's golf courses since the first full- service management agreement was implemented in 2003; and WHEREAS, the Committee members stated that PCM has managed the City's golf clubs at high service levels, and that the City has received positive comments from its residents, tourists, and day guests, with no complaints to the City Commission or the Administration; and WHEREAS, the Committee also discussed whether the City should prepare a new Request for Proposals (RFP) for management and operations of the City's golf courses or, in the alternative, whether (given PCM's exemplary performance), it would be in the best interest of the City to waive the competitive bidding process, and enter into negotiations with PCM for a new agreement for its continued management and operations of the City's golf courses, clubhouses and related facilities; and WHEREAS, at the conclusion of the FCWPC discussion, the Committee recommended that PCM's current management agreement, which expires on September 30, 2012, be extended on a month-to-month basis; that, in that interim, the Administration meet with PCM to negotiate the terms of a new management agreement; and that, simultaneously, City staff provide more detailed information on the cost of other golf course management companies and how their golf courses are maintained; and report the results of the negotiations and the golf course comparisons back to the Committee for further direction; and 486 WHEREAS, on December 20, 2012, (as recommended by the FCWPC at its July 10, 2012 meeting, and subsequently adopted by the City Commission at its September 12, 2012 meeting), the Administration submitted proposed negotiated terms for a new management agreement with PCM, as well as the requested information on the cost of other golf course management companies in the area operating courses for municipalities, as well comparisons of the other courses' initial management terms and approved extensions, annual management fees and incentives or bonuses; and WHEREAS, the FCWPC reviewed the information presented and, following an extensive discussion, recommended that the City Commission waive competitive bidding and continue negotiations with PCM for a new management and operation agreement for the City's golf courses, clubhouses, and related facilities. NOW, THEREFORE, BE IT DULY RESOLVED THAT THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby accept the recommendation of the Finance and Citywide Projects Committee at its December 20, 2012 meeting, and waive, by 5/ih vote, the formal competitive bidding requirement, finding such waiver to be I the best interest of the City, and authorizing the City Manager to negotiate, in accordance with the substantive terms (in the term sheet attached as Exhibit "A" to this resolution) and, if successful, execute a new agreement with Professional Course Management II, Ltd., for the management and operations of the City of Miami Beach golf courses, clubhouses and related facilities; with said agreement having an initial term of three (3) years, with two (2) one (1) year renewals, at the City's sole discretion. PASSED and ADOPTED this----day of February, 2013. ATTEST: RAFAEL GRANADO, CITY CLERK MATTI HERRERA BOWER MAYOR T:\AGENDA\2013\February 6\Comm. Reso. Waiver of Competitive Bid-Golf Mgt. and Ops .. doc 487 EXHIBIT "A" TERMS SHEET Current Fee Structure vs. Proposed Option The fee structure included in the previous management and operations agreements between the City of Miami Beach and Professional Course Management (PCM) was as based on an annual management fee of $125,000 per golf course plus a 10% incentive fee earned only after revenue of $1.875M is attained at each golf course individually, and the debt service at each golf course is addressed. The 10% incentive was subsequently modified in the summer of 2010 in the form of a voluntary reduction to 8%, by PCM. This represented a savings to the City in FY 2010-11 of approximately $40,000 and $36,000 in FY 2011-12. This goodwill gesture by PCM was in recognition of the challenges the City was facing in light of the financial crisis and recession we were in at that time and for consideration of the City agreeing to extend the current agreement for the remaining available time. Below for review is a worksheet outlining the current terms of the agreement, including the voluntary reduction of incentive fee mentioned above, and the negotiated proposed terms agreed to by PCM for future years' management agreement, contemplated to be for 3 years, plus two (2) one year extensions. Additionally, included is a column outlining potential savings, based on historical averages of prior year actuals to the negotiated terms. The following points as they related to the baseline management fee and the incentive fees paid to PCM since the inception of the initial agreement to manage and operate the City's golf courses and related facilities began in 2003 warrant emphasizing: • The Management Fee for each golf course was established at $125,000 annually. This fee has not increased over the past nine years; • The baseline revenue of $1.875 M established in the agreement that must be generated at each golf club in order for the 10% Incentive Fee that was negotiated has never been attained at the Normandy Shores Golf Club since the course completed its first full fiscal year in 2010 therefore an incentive fee has never been paid for this club: • Since re-opening (complete fiscal years 2004-2012) the average Incentive Fee earned at the Miami Beach Golf Club has been $191,205. The following is a summary of the key points that were discussed and negotiated: • Yearly Management Fee charge per Golf Course (Miami Beach, Par 3 and Normandy) • Incentive Fee percentage • Incentive Fee Revenue thresholds • Debt Service Provision (must cover Debt Service to earn full Incentive fee) • A capped Incentive Fee • Incentive Fee "pay-back" if Revenues are not met 488 Yearly Management Fee: Current Proposed Miami Beach $ 125,000 $ 125,000 plus CPI or 3% yearly Normandy $ 125,000 $ 125,000 no CPI or yearly adjustment Par3 ~-~- (Please note that the estimated fee to manage a new Par 3 golf course to be included at no cost by PCM is estimated between $36,000 and $48,000 annually.) Incentive Fee Miami Beach Normandy Par 3 golf course Debt Service Provision Miami Beach Normandy Par3 Current 8% over $1.875M (after Debt Service) 8% over$ 1.875M (After Debt Service) -0- Current Must meet Debt Service ($ 800,000) Must meet Debt Service ($ 400,000) N/A Incentive Fee "pay-back" Provision Miami Beach No Normandy No Par3 No Proposed Cap of$ 125,000 to$ 3.9M in Revenue plus 5% over$ 4M in revenues 7% over $1.8M in revenues -0- Proposed Same Eliminated N/A Approx. 8% of revenues below$ 3.9M No No Remainder of page left blank intentionally/ see following sheet 489 THIS PAGE INTENTIONALLY LEFT BLANK 490