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