2000-23918 RESO
RESOLUTION NO. 2000-23918
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING, BY FIVE-
SEVENTHS VOTE, THE WAIVER OF FORMAL COMPETITIVE BIDDING
AND AWARDING A PROFESSIONAL SERVICES AGREEMENT TO
PRICE WATERHOUSE COOPERS, AT AN AMOUNT NOT TO EXCEED
$25,000, TO PROVIDE A HOTEL FISCAL ANALYSIS THAT WILL ASSESS
THE POTENTIAL EFFECTS OF AN UPCOMING ROADWAY
RECONSTRUCTION PROJECT, PROGRAMMED BY THE FLORIDA
DEPARTMENT OF TRANSPORTATION (FDOT) FOR AlA/COLLINS
AVENUE, FROM LINCOLN ROAD TO 26TH STREET; AUTHORIZING
THE MAYOR AND CITY CLERK TO EXECUTE THE AGREEMENT;
APPROPRIATING $12,500 IN CONCURRENCY MITIGATION FUNDS,
WITH AN ADDITIONAL $12,500 IN PARKING ENTERPRISE FUNDS
BEING AVAILABLE FOR THE PURPOSE; AND FURTHER
ACKNOWLEDGING SUBSEQUENT REIMBURSEMENT OF THE
MITIGATION ACCOUNT BY FDOT PUBLIC INVOLVEMENT
FUNDS/COLLINS AVENUE PROJECT.
WHEREAS, the Florida Department of Transportation (FDOT) has scheduled a roadway
reconstruction project for AlA/Collins Avenue, from Lincoln Road to 26th Street, to begin in late
April 2001, and to be completed in early December 2001 (Project); and
WHEREAS, the hoteliers on Collins Avenue are concerned about the potential impacts of
this Project on their businesses, and requested that the City prepare a Hotel Fiscal Analysis for the
Project; and
WHEREAS, the hoteliers, the Miami Beach Hotel Association, and the Greater Miami Hotel
Association recommend that Price Waterhouse Cooper, LLP, be hired to perform this analysis; and
WHEREAS, the Hotel Fiscal Analysis needs to be done as soon as possible, due to the fact
that its recommendations may indicate the need for changes to the FDOT final construction plans;
a lengthy task under the State's plan approval and permitting processes; and
WHEREAS, the Administration would recommend that the Mayor and City Commission
accordingly waive the competitive bidding requirement and award the aforestated agreement, on an
emergency basis; and
WHEREAS, this analysis shall not exceed $25,000 in cost, and shall be equitably funded
by utilizing available Parking Enterprise Funds, and Concurrency Mitigation Funds to be
appropriated for the purpose.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission hereby authorize, by five-sevenths vote, the waiver of formal competitive bidding and
award a Professional Services Agreement to Price Waterhouse Coopers, in an amount not to exceed
$25,000, to provide a Hotel Fiscal Analysis that will assess the potential effects of an upcoming
roadway reconstruction project, programmed by the Florida Department of Transportation (FDOT)
for AlA/Collins Avenue, from Lincoln Road to 26th Street; authorize the Mayor and City Clerk to
execute the Agreement; appropriate $12,500 in Concurrency Mitigation Funds, with an additional
$12,500 in Parking Enterprise Funds being available for the purpose; and further acknowledge
subsequent reimbursement of the mitigation account by FDOT Public Involvement Funds/Collins
Avenue Project.
PASSED AND APPROVED this the 10th day of
May
, 2000.
1//41
MAYOR
ATTEST:
//
CitJ1Ul~
CI Y CLERK
!} /1
II (~tlf:).~
APPROVED AS TO
FORM [1 LANGUAGE
& fOR EXECUTION
F\I'I.AN..$AI.L'AMLI JAIl DI'ES',I'I<ll:EWTlI. WI'D
~~
.lty A~.. ,
51S70D
ba.~
CITY OF MIAMI BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139
http:\\cLmiami-beach.fl.us
._~...----------_...._---------_..._------------_..._.....-------......-......-----..........------ -----..-----------------------------...----------------------...----------------.---------..------------------------.----------------
TO:
FROM:
SUBJECT:
COMMISSION MEMORANDUM NO. 38/-(:) 0
Mayor Neisen O. Kasdin and
Members of the City Commission
DATE: May 10, 2000
Lawrence A. Levy ~.
City Manager
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING, BY FIVE-
SEVENTHS VOTE, THE WAIVER OF FORMAL COMPETITIVE BIDDING
AND AWARDING A PROFESSIONAL SERVICES AGREEMENT TO
PRICE WATERHOUSE COOPERS, AT AN AMOUNT NOT TO EXCEED
$25,000, TO PROVIDE A HOTEL FISCAL ANALYSIS THAT WILL ASSESS
THE POTENTIAL EFFECTS OF AN UPCOMING ROADWAY
RECONSTRUCTION PROJECT, PROGRAMMED BY THE FLORIDA
DEPARTMENT OF TRANSPORTATION FOR AlA/COLLINS AVENUE,
FROM LINCOLN ROAD TO 26TH STREET; AUTHORIZING THE MAYOR
AND CITY CLERK TO EXECUTE THE AGREEMENT; APPROPRIATING
$12,500 IN CONCURRENCY MITIGATION FUNDS, WITH AN
ADDITIONAL $12,500 IN PARKING ENTERPRISE FUNDS BEING
AVAILABLE FOR THE PURPOSE; AND FURTHER ACKNOWLEDGING
SUBSEQUENT REIMBURSEMENT OF THE MITIGATION ACCOUNT BY
FDOT PUBLIC INVOLVEMENT FUNDS/COLLINS AVENUE PROJECT.
ADMINISTRATION RECOMMENDATION
Adopt the Resolution.
ANALYSIS
The Florida Department of Transportation (FDOT) has, for the last nine (9) years, programmed the
reconstruction of AlA/Collins Avenue from 5th Street to 26th Street, as this segment of the State
Roadway System has been operating under sub-standard conditions. Due to the fact that this stretch
of Collins Avenue is in the Art Deco Historic District and the hotel area of South Beach, both the
City and FDOT have encountered resistance from the hoteliers against any disturbance to their
businesses. This has resulted in the project being divided into three (3) separate segments, as follows:
<) The first segment between Espanola Way and Lincoln Road was modified from a roadway
reconstruction to a milling and repaving project only, and was completed prior to the opening
of the Loews Miami Beach Hotel.
fUNDING APPROVED
~~.~
Management and Budget
AGENDA ITEM _r2::TI
5'" \ S-G:l
DATE
May 10, 2000
Commission Memorandum
PSA with Price Waterhouse Coopers
Page 2
() The second segment, roadway reconstruction between Lincoln Road and 26th Street, was
divided into two phases, the first of which (from Lincoln to 23rd Street) is planned to begin
in late April 2001 and end in early December 2001 or approximately nine (9) months; and
the second phase (from 23rd Street to 26th Street), to begin in mid-December 2001 and end
in early July 2002.
() The third segment, a drainage, milling and repaving project from 5th Street to 15th Street,
is scheduled for 2002.
In spite ofthe Administration's efforts in meeting with the hoteliers several times, the concessions
made by FDOT, the comprehensive mitigation plan proposed by both the City and FDOT for the
construction period, and FDOT's $1 million in bonus pay to create an incentive for early completion
ofthe project, some hoteliers remain against any disturbances to their operations and have requested
that a fiscal impact analysis be performed by the City.
As specifically recommended by the hoteliers and both the Miami Beach and the Greater Miami
Hotel Associations, the Administration requests that the City Commission consider authorizing (by
517ths vote) the waiver of competitive bidding, and award a Professional Services Agreement to
Price Waterhouse Coopers, LLP, to provide a Hotel Fiscal Analysis concerning the potential
disruption of businesses during the period of construction. This study shall not exceed $25,000 in
cost.
A specific scope of services and timeline for the Hotel Fiscal Analysis will be available prior to the
City Commission Meeting, but, basically, the consultants will provide advisory services to the
City by offering an independent perspective, analysis and interpretation, on a best-efforts
basis, with respect to the impact of the proposed FDOT project on the affected hotels and the
City, specifically as it relates to revenues and tax generation.
Analysis Cost and Funding Sources: Price Waterhouse Coopers proposes to charge for the above-
mentioned services on an hourly basis, as detailed in their "letter of engagement," attached hereto
as Exhibit A. This fiscal analysis shall not exceed $25,000 in cost, and is funded by Miami Beach
at $12,500 from the Concurrency Mitigation account, to be appropriated for the purpose, and at
$12,500 from Parking Enterprise Funds. Subsequently, the Mitigation account will be reimbursed
by FDOT Public Involvement funds/Collins Avenue Project.
The Hotel Fiscal Analysis needs to be done as soon as possible due to the fact that its
recommendations may require changes to the FDOT final construction plans, a lengthy task under
the State's plan approval and permitting processes. Therefore, the Administration recommends
ap~al of the Resolution.
LL/MS/m AJ
Attachment
F:\I'L^N\$AI,L\^MELlA\I.oI'I,~'\PRICEWTII.Wrl)
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH, FLORIDA
AND PRICE WATERHOUSE COOPERS, LLP
TO PERFORM A HOTEL FISCAL ANALYSIS
REGARDING A COLLINS AVENUE ROADWAY RECONSTRUCTION PROJECT
THIS AGREEMENT is made this
;;t}.
day of
J~
, 2000 by and
between the CITY OF MIAMI BEACH, FLORIDA (City), which term shall include its officials,
successors, legal representatives, and assigns, and PRICE WATERHOUSE COOPERS, LLP,
(Consultant).
SECTION 1
DEFINITIONS
Agreement:
This written Agreement between the City and the Consultant.
City Manager:
"City Manager" means 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.
Final Acceptance:
"Final Acceptance" means notice from the City to the Consultant that the
Consultant's Services are complete, as same are set forth in Section 2 of this
Agreement.
Fixed Fee:
Fixed amount paid to the Consultant to allow for its costs and margin of
profit.
Project
Coordinator:
An individual designated by the City Commission to coordinate, direct and
review on behalf of the City all technical matters involved in the Services.
Risk Manager:
The Risk Manager ofthe City, with offices at 1700 Convention Center Drive,
Third Floor, Miami Beach, Florida 33139.
Services:
All services, work and actions by the Consultant performed pursuant to or
undertaken under this Agreement described in Section 2.
Termination:
Termination of Consultant Services as provided in Subsection 11 of this
Agreement.
Task:
A discrete portion of the Services to be accomplished by the Consultant, as
described in Section 2, as directed and authorized by the City.
SECTION 2
SCOPE OF WORK AND SERVICES REQUIRED
The scope of work to be performed by the Consultant is set forth in Exhibit "A," entitled "Scope
of Work" (Services).
-2-
SECTION 3
COMPENSATION
3.1
FIXED FEE
Consultant shall be compensated for the Services performed herein on an hourly basis, for
a total amount not to exceed of Twenty Five Thousand and 00/00 Dollars ($25,000), and as more
specifically set forth in Exhibit "A" hereto.
3.2
METHOD OF PAYMENT
Payment shall be made to the Consultant pursuant to invoices or other submissions by the
Consultant which detail or represent the completion of a percentage of those phases of the Services,
as set forth in Exhibit "A".
Specific milestones shall include the submission of an invoice documenting the completion
ofthe proportion of the Services performed in each phase of the work. All submissions shall contain
a statement that the items set forth therein are true and correct and in accordance with the
Agreement. Payments shall be made within thirty (30) days of submission of the invoice or report
to the City.
4.1
SECTION 4
GENERAL PROVISIONS
RESPONSIBILITY OF THE CONSULTANT
With respect to the performance of the Services, the Consultant shall exercise that degree of
skill, care, efficiency and diligence normally exercised by recognized professionals with respect to
the performance of comparable Services. In its performance of the Services, the Consultant shall
-3-
comply with all applicable laws and ordinances, including but not limited to, applicable regulations
of the City, County, State, Federal Government, ADA, EEO Regulations and Guidelines.
4.2
PUBLIC ENTITY CRIMES
State of Florida Form PUR 7068, Sworn Statement under Section 287.l33(3)(a) Florida
Statute on Public Entity Crimes as available with the office of the City Clerk, shall be filed by
Consultant.
4.3
PROJECT MANAGEMENT
The Consultant shall appoint a qualified individual acceptable to the City to serve as Project
Manager for the Services who shall be fully responsible for the day-to-day activities under this
Agreement and who shall serve as the primary contact for the City's Project Coordinator.
4.4
DURATION AND EXTENT OF AGREEMENT
The term of this Agreement shall be for a period of ninety (90) days from the date of
execution of this Agreement. Provided, however, that as to any additional services requested by the
City within such period, such services may be completed beyond such period, as mutually agreed
to in writing by the parties, prior to their commencement.
4.5
TIME OF COMPLETION
The Services to be rendered by the Consultant shall be commenced upon receipt of a written
Notice to Proceed from the City subsequent to the execution of this Agreement, and Consultant shall
adhere to the completion schedule as referenced by Exhibit" A" hereto.
A reasonable extension of time shall be granted in the event the work of the Consultant is
delayed or prevented by the City or by any circumstances beyond the reasonable control of the
Consultant, including weather conditions or acts of God which render performance of the
Consultant's duties impracticable.
-4-
4.6
NOTICE TO PROCEED
Unless directed by the City otherwise, the Consultant shall proceed with work on the Services
only upon issuance of a Notice to Proceed by the City.
4.7
OWNERSHIP OF DOCUMENTS AND EQUIPMENT
All documents prepared by the Consultant pursuant to this Agreement are related exclusively
to the Services described herein, and are intended or represented for ownership by the City. Any
reuse by Consultant or the parties shall be approved in writing by the City.
4.8
INDEMNIFICATION
Consultant agrees to indemnify and hold harmless the City of Miami Beach and its officers,
employees and agents, from and against any and all actions, claims, liabilities, losses, and expenses,
including, but not limited to, attorneys' fees, for personal, economic or bodily injury, wrongful death,
loss of or damage to property, at law or in equity, which may arise or be alleged to have arisen from
the negligent acts, errors, omissions or other wrongful conduct of the Consultant, its employees,
agents, sub-consultants, or any other person or entity acting under Consultant's control, in connection
with the Consultant's performance ofthe Services pursuant to this Agreement; and to that extent, the
Consultant shall pay all such claims and losses and shall pay all such costs and judgements 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, including appeals. The parties
agree that one percent (1 %) of the total compensation to the 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 Consultant's obligation under this Subsection shall not include the obligation to
indemnify the City of Miami Beach and its officers, employees and agents, from and against any
-5-
actions or claims which arise or are alleged to have arisen from negligent acts or omissions or other
wrongful conduct of the City and its officers, employees and agents. The parties each agree to give
the other party prompt notice of any claim coming to its knowledge that in any way directly or
indirectly affects the other party.
4.9
INSURANCE REQUIREMENTS
The Consultant shall not commence any work pursuant to this Agreement until all insurance
required under this Subsection has been obtained and such insurance has been approved by the City's
Risk Manager. The Consultant shall maintain and carry in full force during the term of this
Agreement and throughout the duration of the work the following insurance:
1. Consultant General Liability in the amount of $1,000,000.00. A certified
copy of the Consultant's (and any sub-consultants') Insurance Policy must be
filed and approved by the Risk Manager prior to commencement.
2. Workers Compensation & Employers Liability as required pursuant to
Florida statute.
Thirty (30) days written notice of cancellation or substantial modification in the insurance
coverage must be given to the City's Risk Manager by the Consultant and his insurance company.
The insurance must be furnished by insurance companies authorized to do business in the State of
Florida and approved by the City's Risk Manager. Original certificates of insurance for the above
coverage must be submitted to the City's Risk Manager for approval prior to any work commencing.
These certificates will be kept on file in the office of the Risk Manager, 3rd Floor, City Hall. The
Consultant is responsible for obtaining and submitting all insurance certificates for their consultants.
All insurance policies must be issued by companies authorized to do business under the laws
of the State of Florida. The companies must be rated no less than "B+" as to management and not
-6-
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, subject to the approval of the City's Risk
Manager.
Compliance with the foregoing requirements shall not relieve the Consultant ofthe liabilities
and obligations under this Subsection or under any other portion of this Agreement, and 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
overage.
4.9.1 Endorsements
All of Consultant's certificates, above, shall contain endorsements providing that written
notice shall be given to the City at least thirty (30) days prior to termination, cancellation or
reduction in coverage in the policy.
4.9.2 Certificates
Unless directed by the City otherwise, the Consultant shall not commence the Services until
the City has received and approved, in writing, certificates of insurance showing that the
requirements of this Subsection (in its entirety) have been met and provided for.
4.10 FINAL ACCEPTANCE
When the Services have been completed, the Consultant shall so advise the City in writing.
Final Acceptance shall not constitute a waiver or abandonment of any rights or remedies available
to the City under any other Section of this Agreement.
-7-
4.11
TERMINATION. SUSPENSION AND SANCTIONS
4.11.1 Termination for Cause
Ifthrough any cause within the reasonable control ofthe Consultant, the Consultant shall fail
to fulfill in a timely manner, or otherwise violate any of the covenants, agreements, or stipulations
material to this Agreement, the City shall thereupon have the right to terminate the Services then
remaining to be performed. Prior to exercising its option to terminate for cause, the City shall notify
the Consultant of its violation of the particular terms of this Agreement and shall grant Consultant
ten (10) days to cure such default. If such default remains uncured after (10) days, the City, upon
seven (7) days notice to Consultant, may terminate this Agreement.
In that event, all finished and unfinished documents, data, studies, surveys, drawings, maps,
models, photographs, reports and other work products prepared by the Consultant and its
subcontractors shall be properly delivered to the City and the City shall compensate the Consultant
in accordance with Section 3 for all Services satisfactorily performed by the Consultant prior the date
of the Notice of Termination.
Notwithstanding the above, the Consultant shall not be relieved of liability to the City for
damages sustained by the City by virtue of any breach of the Agreement by the Consultant and the
City may reasonably withhold payments to the Consultant for the purposes of set-off until such time
as the exact amount of damages due the City from the Consultant is determined.
4.11.2 Termination for Convenience of City
The City may, for its convenience and without cause, terminate the Services then remaining
to be performed at any time by giving written notice to Consultant of such termination, which shall
become effective seven (7) days following receipt by Consultant of the written termination notice.
In that event, all finished or unfinished documents and other materials as described in Section 2 and
-8-
Exhibit "A" shall be properly delivered to the City. If the Agreement is terminated by the City as
provided in this Subsection, the City shall compensate the Consultant for all Services satisfactorily
performed by the Consultant and reasonable direct costs of Consultant for assembling and delivering
to City all documents. Such payment shall be the total extent of the City's liability to the Consultant
upon a Termination for Convenience, as provided for in this Subsection.
4.11.3 Termination for Insolvency
The City also reserves the right to terminate the remaining Services to be performed 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 4.11.2.
4.11.4 Sanctions for Noncompliance with Nondiscrimination Provisions
In the event ofthe Consultant's noncompliance with the nondiscrimination provisions ofthis
Agreement, the City shall impose such sanctions as the City or the State of Florida may determine
to be appropriate, including but not limited to, withholding of payments to the Consultant under the
Agreement until the Consultant complies and/or cancellation, termination or suspension of the
Services. In the event the City cancels or terminates the Services pursuant to this Subsection the
rights and obligations of the parties shall be the same as provided in Section 4.11.2.
4.11.5 Chan2es and Additions
Each such change shall be directed by a written Notice signed by the duly authorized
representatives ofthe Consultant. Said Notices shall provide an equitable adjustment in the time of
performance, a reallocation of the task budget and, if applicable, any provision of this Agreement
which is affected by said Notice. The City shall not reimburse the Consultant for the cost of
preparing Agreement change documents, written Notices to Proceed, or other documentation in this
-9-
regard.
4.12 ASSIGNMENT. TRANSFER OR SUBCONTRACTING
The Consultant shall not subcontract, assign, or transfer any work under this Agreement
without the prior written consent of the City. The Consultant shall be liable for the Consultant's
services, responsibilities and liabilities under this Agreement and the services, responsibilities and
liabilities of subconsultants, and any other person or entity acting under the direction or control of
the Consultant. When the term "Consultant" is used in this Agreement, it shall also be deemed to
include any sub-consultants and any other person or entity acting under the direction or control of
Consultant.
4.13
EQUAL EMPLOYMENT OPPORTUNITY
In connection with the performance ofthis Agreement, the Consultant shall not discriminate
against any employee or applicant for employment because of race, color, religion, ancestry, sex, age,
national origin, place of birth, marital status, or physical handicap. The Consultant shall take
affirmative action to ensure that applicants are employed and that employees are treated during their
employment without regard to their race, color, religion, ancestry, sex, age, national origin, place of
birth, marital status, disability, or sexual orientation. Such action shall include, but not be limited
to the following: employment, upgrading, demotion, or termination; recruitment or recruitment
advertising; layoff or termination; rates of pay, or other forms of compensation; and selection for
training, including apprenticeship.
4.14 CONFLICT OF INTEREST
The Consultant agrees to adhere to and be governed by the Metropolitan Dade County
Conflict ofInterest Ordinance (No. 72-82), as amended; and by the City of Miami Beach Charter and
Code, which are incorporated by reference herein as if fully set forth herein, in connection with the
-10-
Agreement conditions hereunder.
The Consultant covenants that it presently has no interest and shall not acquire any interest,
direct or indirectly which should conflict in any manner or degree with the performance of the
Services. The Consultant 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 therefrom.
4.15 PATENT RIGHTS; COPYRIGHTS: CONFIDENTIAL FINDINGS
Any patentable result arising out of this Agreement, as well as all information, design
specifications, processes, data and findings, shall be made available to the City for public use.
No reports, other documents, articles or devices produced in whole or in part under this
Agreement shall be the subject of any application for copyright or patent by or on behalf of the
Consultant or its employees or subcontractors.
4.16 NOTICES
All communications relating to the day-to-day activities shall be exchanged between the
Project Manager appointed by Consultant and the Project Coordinator designated by the City. The
Consultant's Project Manager and the City's Project Coordinator shall be designated promptly upon
commencement of the Services.
All other notices and communications in writing required or permitted hereunder may be
delivered personally to the representatives of the Consultant and the City listed below or may be
-11-
mailed by registered mail, postage prepaid (or airmailed if addressed to an address outside of the city
of dispatch). Until changed by notice in writing, all such notices and communications shall be
addressed as follows:
TO CONSULTANT:
Pricewaterhouse Coopers L.L.P.
Attn: Scott D. Berman, Partner
200 South Biscayne Boulevard, Suite 1900
Miami, Florida 33131
(305) 375-7400
TO CITY:
City of Miami Beach
Attn:Matthew Schwartz, Assistant City Manager
1700 Convention Center Drive
Miami Beach, FL 33139
(305) 673-7010
WITH COPIES TO:
Office of the City Attorney
Attn: Murray H. Dubbin, City Attorney
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
Notices hereunder shall be effective:
If delivered personally, on delivery; if mailed to an address in the city of dispatch, on
the day following the date mailed; and if mailed to an address outside the city of
dispatch on the seventh day following the date mailed.
4.17 LITIGATION JURISDICTIONNENUE
This Agreement shall be enforceable in Dade County, Florida, and iflegal action is necessary
by either party with respect to the enforcement of any or all of the terms or conditions herein
exclusive venue for the enforcement of same shall lie in Dade County, Florida
-12-
4.18 ENTIRETY OF AGREEMENT
This writing and the Services embody the entire Agreement and understanding between the
parties hereto, and there are no other agreements and understandings, oral or written with reference
to the subject matter hereofthat are not merged herein and superseded hereby. The Services and the
Proposal Documents are hereby incorporated by reference into this Agreement.
No alteration, change, or modification of the terms of this Agreement shall be valid unless
amended in writing, signed by both parties hereto, and approved by the City Commission of the City
of Miami Beach.
This Agreement, shall be governed by and construed according to the laws of the State of
Florida.
4.19 LIMITATION OF CITY'S LIABILITY
The City desires to enter into this Agreement only if in so doing the City can place a limit
on the its's liability for any cause of action for money damages due to an alleged breach by the City
of this Agreement, so that its liability for any such breach never exceeds the sum of $25,000.
Consultant hereby expresses its willingness to enter into this Agreement with Consultant's recovery
from the City for any damage action for breach of contract to be limited to a maximum amount of
$25,000, less the amount of all funds actually paid by the City to Consultant pursuant to this
Agreement.
Accordingly, and notwithstanding any other term or condition of this Agreement, Consultant
hereby agrees that the City shall not be liable to the Consultant for damages in an amount in excess
of $25,000, which amount shall be reduced by the amount actually paid by the City to Consultant
-13-
pursuant to this Agreement, for any action or claim for breach of contract arising out of the
performance or non-performance of any obligations imposed upon the City by this Agreement.
Nothing contained in this paragraph or elsewhere in this Agreement is in any way intended to be a
waiver of the limitation placed upon the City's liability as set forth in Section 768.28, Florida
Statutes.
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
ATTEST:
By: ~(lacJ
City Clerk
/') .
t/C[ 1 cli.,--
By:
Mayor
'J1If/
FOR CONSULTANT:
PRICE WATERHOUSE COOPERS
ATTEST:
By: ~J,(i
/"artner
Corporate Seal
J!\PPROVED AS TO
FORM & LANGU/-\GE
{1. fOR EXECUT!ON
-14-
~./ (lOll
D0~S
305-375-6353
559 P02
e
MRY 09 '00
13:35
e
[JRJcfWA7fRHOUSE(aJPfRS I
EXHlf31T ,~/I
May 9, 2000
PricewaterhouseCoopers LlI'
200 South Bi;c~yne Fl()ujev~nJ
Su it" 1 900
Mi.lll1i flnUl
Tel"phum:: (3051 17" 7400
F.lC,ill1ile ('WS: .l75 6221
City Commissioner of Miami Beach
Cj 0 Mr. Matthew Schwartz
Assistant City Manager
City of Miami Beach
1700 Convention Center Blvd.
Mhrni Beach, Flori.da
Re: Addendum to Letter of April 26. 2000
f'ollowing the meeting of May 3, 2000 in Commission ChambeL's, PWC is prepared to, on behalf of
the City of Miami Beach, analyze the impact of FDOT project scheduled for 2001 on the hotcl~
operating in the affected area. Specifically, PwC will:
. report co the City Commission the anticipated loss of revenues, if any, to the hotels evaluating
their rooms, food & beverage, parking and other revenue-producing departments during the
impact period; and,
. provide an independent perspective on actions the CIty may want to considl;:r t.har \\l"i1l mitigate
the potential loss of revenues to the hotels.
To accomplish this scope, the consult:lnts will:
meet with the Assistant Ciry Mana.ger and staff he designates to review tht defined project, the
schedule and other pertinent issues related to this FDOT project;
meet with representatives of the Greater Miami & The Beaches Hotel Association to identify 3
represent.'ttive set of hotels to be surveyed and interviewed by PwC;
intervIew the repret'cmarive set of hotels to fully undet!'tand their operatiom, revenue generation
by department (by month), demand patterns, mix of business, average wom rates, average
restaurant check, parking revenues, non-guest expenditures and tax generation for the Ciry of
Miami Beach. Other issues such as peak hours of operations, noise considerations and signagc
will be addressed with their horeliers;
interview key drivers of hotel dcnund to these hotels to determine !:heir intended actions during
the period of impact. Interviews with tour operators :lnd wholesalers (Europe and Latin
America), meeting and convention planners, as well as other sources of business identified by
the hotel operators;
. develop and format a financial model based on th~ consultant's research and study for the
impacted period, the output of which will serve as the basis for our presentation 1:0 the City; and,
· present our findings and conclusions to the City Commission.
This an:llysis can be viewed as a Phase I undertaking. ShOlJd the Ciry require that PWC evaluate
additional economic considerations including impact beyond tht: rDOT constructIon and impact on
-
.
.
.
~ 305-375-6353
e
559 P03
.
MAY 09 '00 13:~~
Ci~ ofM- Bu&h Ai/iJnuJImI
Mvy 9, 2()()()
Pa!' :1
non-hospitality sectors such as retaiL such analyses will be performed only when the City authorizes
PwC in writing to do so.
TIMING & FEES
PWC will deliver its presentation approximately 45 days from the date in which the City provides
PwC with an accurate schedule of work, indicating on a month.by-month basis, where construction
work will be performed. Ideally, the City will generates a color-coded map which the consultants can
rely on to perform the study. PwC will not be responsible for changes to the schedule made after
the City provides the aforementioned schedule document.
To undertake this analysis, PwCs fees 'J.'ill be $20,000 paid in two installments:
T~
Amount Due
Upon Accepunce
45 Days from Acceptance
$10,()()O
Balance + EJq>enses
'"
Our professional fees are exclusive of all incidental out-of-pocket travel and related expenses such a~
report production, acquisition of demognphicl economic reportS, allocation of office charges in
support of our services inc;luding computer usage, telephone, facsimile transmission, postage, photo-
. reproduction and miscellaneous expenses. These expenses will be billed to you at cost.
If unusual ma.tters come to our attention which warrant additional meetings \\i.th you, or which
require work in excess of the above aA1ount, we will discuss the matter with y()U so that a mutually
accepblble revision mAY be made. If the deci.c;ion is made to suspend the engagement, only
professional fce~ and expenses incurred to Uate will be billed, All invoices are due upon presentation,
CONDITIONS OF OUR WORK
PwC's consulting sen;ces outlined in this engagement letter will be based upon research, knowledge
of the industry, and other datA and sources available to us. Information provided by the client or
other third parries authorized by the client to provide such information as a part of our services
conducted on your behalf will be accepted without audit or verification and will be assumed to be
correct.
Our work is intended solely for the internal use of City of Miami Beach and the interested parties-
Otherwise, no reference to our Finn can be included in any offering circular. loan agreement,
appraisal, application or any other document without prior written consent.
Our cunent hourly rates are presented below.
Partner
Senior Associate
Associate
Hourlv Rate (a) 70% of
standard 1
$375
$250
$150
f'RJcaW"~aJPERS I
I
Government Hourly R.1res sho~'T1.