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HomeMy WebLinkAboutR-99-0759J-99-807 9/23/99 t• RESOLUTION NO.el't ei A RESOLUTION OF THE MIAMI CITY COMMISSION, APPROVING THE RECOMMENDATION OF THE CITY MANAGER TO ACCEPT A LETTER OF INTEREST FROM GREENBERG TRAURIG, P.A. FOR CONSULTING SERVICES TO ASSIST IN LEASE NEGOTIATIONS OF VARIOUS CITY -OWNED PROPERTIES; AUTHORIZING THE CITY MANAGER. TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, IN AN AMOUNT NOT TO EXCEED $45,000, INCLUDING OUT-OF-POCKET EXPENSES; AND FURTHER ALLOCATING AVAILABLE FUNDS THEREFOR FROM ACCOUNT NO. 66010-902, BLUE RIBBON INITIATIVES. WHEREAS, the Department of Real Estate and Economic Development has a need of consulting services to assist in lease negotiations related to City -owned properties through the Unified Development Project ("UDP") process; and WHEREAS, a Request for Letters of Interest was issued seeking qualified individuals or firms to perform consulting services; and WHEREAS, one Letter of Interest was received on August 30, 1999; and WHEREAS, the City Manager and the Department of Real Estate and Economic Development, recommend that the Letter of Interest received from Greenberg Traurig, P.A. be accepted as the only C= COMMSSION ME- ETIl'ZG OF r i, 1 14 10M lies.�iution i1o. responsive and responsible qualifier; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. Section 2. The August 30, 1999 Letter of Interest submitted by Greenberg Traurig, P.A. for consulting services in an amount not to exceed $45,000, including out-of-pocket expenses, is hereby selected with funds therefor hereby allocated from Account Code No. 660101-902, Blue Ribbon Initiatives. Section 3. The City Manager is hereby authorized!' to execute a Professional Services Agreement with Greenberg Traurig, P.A., in a form acceptable to the City Attorney. Section 4. This Resolution shall become effective '-� The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. 2 - immediately upon its adoption and signature of the Mayor.91 PASSED AND ADOPTED this 12th day of October 1999. 1 JOE CAROLLO, MAYOR 1n a=rdanoe with Miami Gode Sec. 2-36, since thR Mayor did. not indical,q nr,--r'1 at itis legislalioi by Si;milly it in the desijmited becomes effective with the elapse ct ten (10) da ror regarding samo, without the Mayor e 'er 'si etc. ATTEST: --- \Y' c-I ,'. - ,e an, City Cleric WALTER J. FOEMAN CITY CLERK i APPRO AS 0 FO AN CORRECTNESS:& A LARELLO T T NEY 764 : RCL : hdb i 2i If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. _ 3 - CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM W TO: The Honorable Mayor and DATE : FILE Members c ' Ic Cite Commission Resolution Accepting Letter of Interest SUBJECT: for Consulting Services FROM: Donal H. Warshaw r City Nlana'_'er For Commission Meeting of l OIIZ/99 REFERENCES. ENCLOSURES: Letter of Interest. Professional Services Agreement RECOMMENDATION It is respectfully recommended that the City Commission adopt the attached Resolution accepting the recommendation of the City Manager to accept a Letter of Interest from Greenberg Traurig. P.A. to perform consulting, services related to unified development project lease negotiations. The Resolution further authorizes the City Manager to execute a negotiated Professional Services Agreement \N ith Greenberg Traurig. P.A., in substantially the form attached, for a fee not to exceed $45.000 from available funds allocated in account no. 500101- 902, Blue Ribbon Initiatives. including out-of-pocket expenses. i BACKGROUND A Request for Letters of Interest was advertised on August 9", 1999 in the Miami Business Daily Review. seeking qualified individuals or firms to perform consulting services related to 1 lease negotiations of City -owned properties. On August 30"', 1999, one Letter of Interest was received from the ; rrn of Greenberg Traurig, P.A. I have reviewed the Letter of Interest submitted and recommend that Greenberg Traurig. P.A. be selected by the City to perform the work. Greenberg Traurig has extensive experience in transactional real estate and governmental matters. Mr. Matthew B. Gorson, Chairman of the firm's real estate department comprised of 23 real estate lawyers practicing full time in Miami, swill be the primary attorney assigned to the work. Mr. Gorson's personal resume, a general description of the real estate department at Greenberg Traurig, and a description of the firm is attached for your perusal. Greenber4ul Tracing. P.A. is hereby recommended to perform consulting services related to lease negotiations for Cite -owned properties at a fee not to exceed $45,000 including out-of- pocket expenses. The allocated funds available for this agreement are from the Blue Ribbon Initiative fluids appropriated for development projects by the City Commission on May 11, 1999. These expenses will be reimbursed to the City by proposers responding to upcoming Requests for Pro osals for unified development projects. DW B/ED/AW C Budgetary Impact Analysis Real Edtate & 1. Department Economic Development Division 2. Agenda Item # (if available) Scheduled on Oct. 12th, 1999, Agenda 3. Title and brief description of legislation or attach ordinance/resolution: Resolution accepting Letter of Interest from Greenberg Traurig, F.A. to perform legal.consulting services and authorizing execution professional services agreement 4. Is this item related to revenue? NO: XY: YES - (If yes, skip to item #7.) 5. Are there sufficient funds in Line Item? YES: X%_ Index Code 500101 Minor Obj. Code 902 Amount $ 93,796.93 NO: — Complete the following questions: 6. Source of funds: Amount budgeted in the Line Item $ 245,000.00 Blue Ribbon Balance in Line Item $ 93,796.93 Initiatives Amount needed in the Line Item $ 45,000.00 Sufficient funds will be transferred from the followinL, line items: ACTION ACCOUNT NUMBER ACCOUNT NAME TOTAL IndexfMinor Object/Project No. From $ From $ From $ To $ 7. Any additional comments? Blue Ribbon Initatives account set up for development projects. 3. Approved by: Department Director/Designee Date FOR DEPARTMENT OF MANAGEMENT AND BUDGET USE ONLY Verified by: Verified by: Transfer done by: el Department ofManageriVent and Budget Budget analyst Budget .analyst Designee Date 4 951qq_ Date 9 2� t` _ Date 11_ t'o 0J 0, 2 W Norm VI(a) PROFESSIONAL SERVICES AGREEMENT This Agreement is entered into this ____ day of 1999, (the "effective date") by and between the Cite of Miami, a municipal corporation of the State of Florida ("City") and Greenberg Traurig, P.A., a Florida corporation ("Provider"). RECITALS: A. The City is in need of legal consulting services to assist in lease negotiations related to leasing of City owned properties through the unified development project process implemented by its Department of Real Estate and Economic Development ("Services"). B. The City issued a Request for Letters of Interest for legal advisory services ("Services") and Provider submitted a Letter of Interest accompanied by an overview of qualifications in response thereto on August 30', 1999, incorporated into by this reference and made a part of this Agreement. C. Provider possesses all necessary qualifications and expertise to perform the Services. D. The Commission of the City of Miami, by Resolution No. 99- adopted on October 12', 1999, approved the selection of Provider and authorized the City Manager to execute an agreement under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Provider and the City agree as follows: 19' — ~� J 9 L TERMS: 1. RECITALS: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. 2. TERM: The term of this Agreement shall be one (1) year, commencing on the i effective date hereof. 3. SCOPE OF SERVICE: A. Provider agrees to provide the Services to the City in connection with negotiations and structuring terms of land lease(s) and development agreements) related to development of City -owned properties. B. Provider represents and warrants to the City that: (i) it possesses all qualifications, licenses and expertise required for the performance of the Services; (ii) it is not delinquent in the payment of any sums due the City, including payment of permit fees, occupational licenses, etc., nor in the performance of any obligations to the City, (iii) all personnel assigned to perform the Services are and shall be, at all times during the term hereof, fully qualified and trained to perform the tasks assigned to each. 5. COMPENSATION: A. Provider shall bill the City at an hourly rate of $275 for Services as delineated in Section 3.A of this Agreement. B. The amount of compensation payable by the City to Provider shall in no event exceed $ 45,000, including out-of-pocket expenses. C. Unless otherwise specifically provided, payment shall be made within forty five (45) days after receipt of Provider's invoice, which shall be accompanied by sufficient 2 supporting documentation and contain sufficient detail, to allow a proper audit of expenditures, should City require one to be performed 6. OWNERS111P OF DOCUMENTS: Provider understands and agrees that any information. document. report or any other material whatsoever which is given by the City to Provider or which is othenNise obtained or prepared by Provider pursuant to or under the terms of this Agreement is and shall at all tinier remain the property of the City. Provider agrees not to use any such information, document, report or material for any other purpose whatsoever without the written consent of City, which may be withheld or conditioned by the City in its sole discretion.. 7. AUDIT AND INSPECTION RIGHTS: A. The City may, at reasonable times, and for a period of up to three (3) years following the date of final payment by the City to Provider under this Agreement, audit, or cause to be audited, those books and records of Provider which are related to Provider's performance under this Agreement. Provider agrees to maintain all such books and records at its principal place of business for a period of three (3) years after final payment is madeunder this Agreement. B. The City may, at reasonable times during the term hereof, inspect Provider's facilities and perform such tests, as the City deems reasonably necessary, to determine whether the goods or services required to be provided by Provider under this Agreement conform to the terms hereof, if applicable. Provider shall make available to the City all reasonable facilities and assistance to facilitate the performance of tests or inspections by City representatives. All tests and inspections shall be subject to, and made in accordance with, the provisions of Section 18- 3 9- 1-0J 55.2 of the Code of the City of Miami, Florida, as same may be amended or supplemented, from time to time. 8. AWARD OF AGREEMENT: Provider represents and warrants to the City that it has not employed or retained any person or company employed by the City to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. 9. PUBLIC RECORDS: Provider understands that the public shall have access, at all reasonable tunes, to all documents and information pertaining to City contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable law. Provider's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. 10. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Provider understands that agreements between private entities and local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, record keeping, etc. City and Provider agree to comply with and observe all applicable federal, state and local laws, rules, regulations, codes and ordinances, as they may be amended from time to time. 11. INDEMNIFICATION: Provider shall indemnify, defend and hold harmless the City and its officials, employees and agents (collectively referred to as "Indemnitees") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to L or death of any person or damage to or destruction or loss of any tangible property arising out of, resulting from, or in connection with (i) the performance or non-performance of the services contemplated by this Agreement which is or is alieged to be directly or indirectly caused, in whole or in part, by any act, omission. default or negligence (whether active or passive) of Provider or its employees, agents or subcontractors (collectively referred to as "Provider"), regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission, default or negligence (whether active or passive) of the Indenuutees, or any of them or (ii) the failure of the Provider to comply with any of the paragraphs herein or the failure of the Provider to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, federal or state, in connection with the performance of this Agreement. Provider expressly agrees to indemnify and hold harmless the Indennnitees, or any of them, from and against all liabilities which may be asserted by an employee or former employee of Provider, or any of its subcontractors, as provided above, for which the Provider's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. 12. DEFAULT: If Provider fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then Provider shall be in default. Upon the occurrence of a default hereunder the City, in addition to all remedies available to it by law, may immediately, upon written notice to Provider, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to Provider while Provider was in default shall be immediately returned to the City. Provider understands and agrees that termination of this Agreement under this section shall not release Provider from any obligation accruing prior to the effective date of termination. Should Provider be unable or unwilling to commence to perform 5 the Services within the time provided or contemplated herein, then, in addition to the foregoing, Provider shall be liable to the City for all expenses incurred by the City in preparation and negotiation of this Agreement, as well as all costs and expenses incurred by the City in the re - procurement of the Services, including consequential and incidental damages. 13. RESOLUTION OF CONTRACT DISPUTES: Provider understands and agrees that all disputes between Provider and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted to the City Manager for his/her resolution, prior to Provider being entitled to seek judicial relief in connection therewith. In the event that the amount of compensation hereunder exceeds $45,000, the City Manager's decision shall be approved or disapproved by the City Commission. Provider shall not be entitled to seek judicial relief unless: (i) it has first received City Manager's written decision, approved by the City Commission if the amount of compensation hereunder exceeds $45,000; or (ii) a period of sixty (60) days has expired, after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation (90 days if City Manager's decision is subject to City Commission approval); or (iii) City has waived compliance with the procedure set forth in this section by written instruments, signed by the City Manager. 14. CITY'S TERMINATION RIGHTS: A. The City shall have the right to terminate this Agreement, in its sole discretion, at any time, by giving written notice to Provider at least five (5) business days prior to the effective date of such termination. In such event, the City shall pay to Provider compensation for services rendered and expenses incurred prior to the effective date of termination. In no event shall the City be liable to Provider for any additional compensation, other than that provided herein, or for any consequential or incidental damages. 6 O ►`` C' r09 L' i B. The City shall have the right to terminate this Agreement, without notice or liability to Provider, upon the occurrence of an event of default hereunder. In such event, the City shall not be obligated to pay any amounts to Provider and Provider shall reimburse to the City all I j amounts received \N-hile Provider was in default under this Agreement. 15. INSURANCE: Provider shall, at all times during the term hereof, maintain such insurance coverage as may be required by the City. All such insurance, including renewals, shall be subject to the approval of the City for adequacy of protection and evidence of such coverage shall be furnished to the City on Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not be canceled during the performance of the services under this contract without thirty (30) calendar days prior written notice to the City. Completed Certificates of Insurance shall be filed with the City prior to the performance of services hereunder, provided, however, that Provider shall at any time upon request file duplicate copies of the policies of such insurance with the City. If, in the judgment of the City, prevailing conditions warrant the provision by Provider of additional liability insurance coverage or coverage which is different in kind, the City reserves the right to require the provision by Provider of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should the Provider fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following the City's written notice, this Contract shall be considered terminated on the date the required change in policy coverage would otherwise take effect. 16. NONDISCRIMINATION: Provider represents and warrants to the City that Provider does not and will not engage in discriminatory practices and that there shall be no discrimination i7 09- rf 70 B. The City shall have the right to terminate this Agreement, without notice or liability to Provider, upon the occurrence of an event of default hereunder. In such event, the City shall not be obligated to pay any amounts to Provider and Provider shall reimburse to the City all amounts received while Provider was in default under this Agreement. 15. INSURANCE: Provider shall, at all times during the term hereof, maintain such insurance coverage as may be required by the City. All such insurance, including renewals, shall be subject to the approval of the City for adequacy of protection and evidence of such coverage shall be furnished to the City on Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not be canceled during the performance of the services under this contract without thirty (30) calendar days prior written notice to the City. Completed Certificates of Insurance shall be filed with the City prior to the performance of services hereunder, provided, however, that Provider shall at any time upon request file duplicate copies of the policies of such insurance with the City. If, in the judgment of the City, prevailing conditions warrant the provision by Provider of additional liability insurance coverage or coverage which is different in hind, the City reserves the right to require the provision by Provider of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should the Provider fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following the City's written notice, this Contract shall be considered terminated on the date the required change in policy coverage would otherwise take effect. 16. NONDISCRIMINATION: Provider represents and warrants to the City that Provider does not and will not engage in discriminatory practices and that there shall be no discrimination IL- in connection with Provider's performance under this Agreement on account of race, color, sex, religion, age, handicap. marital status or national origin. Provider further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 17. MINORITY AND WOMEN BUSINESS AFFAIRS AND PROCUREMENT PROGRAM: The City has established a Minority and Women Business Affairs and Procurement Program (the "M/IA BE Program") designed to increase the volume of City procurement and contracts with Blacks, Hispanic and Women -owned business. The M/WBE Program is found in Ordinance No. 10062, a copy of which has been delivered to, and receipt of which is hereby acknowledged by, Provider. Provider understands and agrees that the City shall have the right to terminate and cancel this Agreement, without notice or penalty to the City, and to eliminate Provider from consideration and participation in future City contracts if Provider, in the preparation and/or submission of the Proposal, submitted false of misleading information as to its status as Black, Hispanic and/or Women owned business and/or the quality and/or type of minority or women owned business participation. 18. ASSIGNMENT: This Agreement shall not be assigned by Provider, in whole or in part, without the prior written consent of the City's, which may be withheld or conditioned, in the City's sole discretion. 19. NOTICES: All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed IL given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. TO PROVIDER: TO THE CITY: Matthew B. Gorson, Esquire Erdal DOnmez, Director Greenberg Traurig, P.A. Dept. of Real Estate and Economic Development 1221 Brickell Ave. 444 S�'h 2 Ave._, 3`d .Floor Miami, Florida 33131 Miami, Florida, 3 3130 (305) 579-0777 (305) 416-1435 20. MISCELLANEOUS PROVISIONS: A. This Agreement shall be construed and enforced according to the laws of the State of Florida. B. Title and paragraph headings are for convenient reference and are not a part of this Agreement. C. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. D. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. 0 zt i 9 5 E. This Agreement constitutes the sole and entire agreement between the parties hereto. No modification or amendment hereto shall be valid unless in writing and executed by properly authorized representatives of the parties hereto. 21. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 22. INDEPENDENT CONTRACTOR: Provider has been procured and is being engaged to provide services to the City as an independent contractor, and not as an agent or employee of the City. Accordingly, Provider shall not attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified employees. Provider further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Provider, and agrees to provide workers' compensation insurance for any employee or agent of Provider rendering services to the City under this Agreement. 23. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or termination due to lack of fluids, reduction of funds and/or change in regulations, upon thirty (30) days notice. 24, ENTIRE AGREEMENT: This instrument and its attaclunents constitute the sole and only agreement of the parties relating to the subject matter hereof and correctly set forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. 10 l 25. COUNTERPARTS: This Agreement may be executed in two or more counterparts, ` each of which shall constitute an original but all of which, when taken together, shall constitute 3 one and the sanie agreement. f i i 26. APPROVAL BY THE OVERSIGHT BOAR: The State of Florida has appointed an Emergency Financial Oversight Board (the "Oversight Board") which is empowered to review j and approve all pending City of Miami contracts. As a result, contracts shall not be binding on i the City until such time as they have been approved by the Oversight Board. Execution of this j Agreement by the City Manager shall constitute evidence of its approval by the Oversight { } Board. 27. SPECIAL INSURANCE AND INDEMNIFICATION RIDER: Please initial if applicable: ❑ ❑ IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. ATTEST: Walter J. Foeman, City Clerk 6( Cih,tf CITY OF MIAMI, a municipal corporation By: Donald H. Warshaw, City Manager "Provider" ATTEST: Greenberg Traurig, P.A., a Florida corporation Print Name: Title: Corporate Secretary APPROVED AS TO FORM AND CORRECTNESS: Alejandro Vilarello City Attorney By: Print Name: Title: APPROVED AS TO INSURANCE REQUIREMENTS: Mario Soldevilla Director Risk Management CORPORATE RESOLUTION WHEREAS, desires to enter into an agreement with the City of Miami; and WHEREAS, the Board of Directors at a duly held corporate meeting has considered the matter in accordance with the By -Laws of the corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that the president, , is hereby authorized and instructed to enter into a contract in the name and on behalf of this corporation with the City of Miami upon the terms contained in the proposed contract to which this resolution is attached. DATED this day of _ , 19 l7'I I�LhIL CJIHIG " JCJJv lOGl JO f A 7 It o it 14 a Y I A 7 L A Alaak W B. Genon (Jos) 379-0777 tor+ tdrw rom (0-NWIV August 30,1999 VIA HAND 12ELSVERY NU.IrGe- weep Mr. Erdal Donmez, Director Department of Real Estate and Economic Development The City of Miami 444 S.W. 2' Avenue TNrd Floor Miami, FL 33130 Re. City of Miami Request for i;,ftgai Advisorymiceg Dear Erdal; Please consider this letter my formal response on behalf of the low firm of Greenberg Traurig, P.A. and myself to the recent request for proposal for legal services in connection with the negotiation of a lease between the Seaport and the City of Miami at Watson Island. In that regard, I am attaching herewith a copy of my letter to you dated May 19, 1999 and reaffirm and restate the matters set forth in such letter which describes the experience of both the firm and myself. Agaian, I would be willing to undertake this representation at a discounted rage as set forth in the earlier letter. If I can provide any further information to you that you require, please call me at (305) 679-0777. ! appreciate the opportunity to be of service to the City of Miami. Sincerely, GREENBERG TRAURIG, P A. MATTNEW B. GORSON MSG/sw enclosures CanNBEAC TAAV11W. P.A. 1221 BAICXBLL AVVIVE MIA„I. FLOAmh 33131 HS-579.0500 FAA 9OS•S17-0i 17 www. jtlow.cam MIAMI NIV YO■Y WASHIr%TUN, D.C. ATLAH rA PHII.ADELFWA TV7oN0 COANNA Sul PAULO Po11T LAVI)CADALIt W193T PAI ►i H¢ACY 02LAwon T*LLARA+AKt 114C♦ AATCM 0e%30/99 i5: 3e GTH REAL. ES 7 ATE a 3054162156 ND. 022 D03 i V y A?? V A N A 7 9 A T L A R Mau1Kw d. G=on POP ~77 gw mnmulaw,emr. (e•marl} May 19, 1999 HAND DEL.tYERY Mr. Erdal Donmez, Director Department of Real Estate and Economic Development The City of Miami ° 444 S.W. 2n' Avenue Third Floor Miami, FL 33130 Re: Lease with Seaport Dew Erdal: This letter will confirm our discussions concerning the assistance of Greenberg Traurig, P.A., as a consultant to the City of Miami in connection with the negotiation of a lease with the Miami -Dade County Seaport for expansion of the seaport onto a portion of Watson Island. it would be our great pleasure to be of assistance to you in this regard. As you acre aware, Greenberg Traurig has extensive experience in transactional real estate and governmental matters. I am currently the Chairman of the firm's real estate department which has approximately 65 real estate lawyers practicing in offices from Miami to New York, with 23 real estate lawyers practicing full time in Miami. I am enclosing for your reference a general description of the firm, the real estate department and my personal biography. i also understand that the retenton of this law firm will require various levels of approval in order for the City of Miami to be able to approve funding of our work. In that regard, I have offered to undartake work for you With respect to my time at a uUbstantial discount from my normal billing rate, My standard rate is $385 per hour; however, this will confirm that I have agreed to charge file City of Miami $275 per hour, in lieu of my normal billing rate. I anticipate bang ate, as well, to us© associates within the firm at significantly lower rates than mine. Lastty, we have discussed the fact that thin law firm has served and continues to serve as bond counsel to Miami Dade County on the County's rotational system. We have advised the County Attorney's office verbally of our undartaking this representation for the City of Miami and have a generalized agreement with them that such matters are acceptable without further GeBears Qc T%AUe1C, P.A 1191 BI(CXYLL AVUNUL W Lott, FLonrnA 31131 9O9.57S1-OSUU PAx �OSw�9•D7t7 wwv etlay.eufe XJAMT Pizv'roua i9A37i1!162CK. D.C. AT1.At✓rA P01,LA0tcva+n TY60143 Coaxal 310 PAULO , fVdT j,AUT711DAL9 WSnT PALM BCACa OUAaDo TALLARA911L BOCA AATON 6OkV.3d/t" 1J:.7t:5 utM Kt.HL tbIw1t + ZI=Albdl�b NU. bee- LA14 Mr.' Erdsl Oonmcez May 19, 1999 Page 2 written waiver provided that it is understood that we will not undertake active litigation against the County in this regard. It is also my understanding that this represerdatton of the City of Miami wilt not result in any conflict on the part of this firm in representing other clients before the City Commission and other City agencies and boards for zoning and other governmental natters. if you have any further questions with regard to this letter, please call me. I appreciate i very much'the opportunity to be of service to the City of Miami. i Sincerely, MATTHEW B. GGRSGN 1►AAC./a►u AT!•!CEw B. GVRSON iifllUlll6 SHAREHOLDER AND CHAIR t REAL ESTATE MIAMI OFFICE (305) 579-0777 GORSONM@GTLAW.COM I AREAS OF EXPERIENCE Real estate i Commercial lending Negotiations KEY CLIENTS . The Portofino Companies (South Pointe) The Ben Franklin Companies (Mystic Pointe) The Trump Group (Williams Island) The Travelers Life Insurance Company Swire-Pacific Holdings, Inc. (Brickell Key) Atlantic Gulf Communities Corporation I Westfield Financial Corporation ! Dayco Holdings Lowell Homes SIGNIFICANT REPRESENTATIONS Represents developers, lenders and governmental bodies in every phase and type of real estate transaction. Special counsel for: The Puerto Rico Land Administration Women's Tennis Association Miami -Dade County, Florida (Resource Recovery) St. Thomas University f AWARDS AND RECOGNITION Listed in The Best Lawyers in America, several editions i EDUCATION i J.D., the University of Chicago, 1973 B.S., cum laude with highest distinction, Tulane University, 1970; Member of Phi Beta Kappa ADMITTED TO PRACTICE Florida Y i 1 � f 68EE68f 86 REAL ESTATE � Greenberg Traurig's Real Estate Department is one of the most outstanding real estate practices in the country Through the years, the Department has grown by offering practical and business -like legal services for this important sector of the economy. We advise our clients in the investigation. acquisition, financing, construction, development, and disposition/marketing phases of every type of commercial and residential project. Our real estate practice includes the representation of developers and institutions in transactions both in the local markets in which our offices are located, as well as throughout the country. We frequently act as local counsel for out-of-state clients in transactions involving multiple properties in multiple jurisdictions. Our real estate attorneys are also experienced in the role of principal counsel directing the efforts of other local counsel in multi -state financings and acquisitions. The 70-plus attorneys in our Real Estate Department have extensive experience in representing institutional investors as well as entrepreneurs and developers. On the development side, our condominium, co-op and planned community group has been recognized as one of the foremost in the country. We have been involved in the development of countless residential communities, office buildings and mixed -use projects. This depth of experience means that we do not have to "reinvent the wheel" with each new transaction. It also means that we already have the relationships in place with lending sources and in many instances, we can be helpful in recommending potential joint venture partners, accountants, architects, contractors and other professionals that may prove helpful in furthering any given project. The Firm has great experience and a national reputation in the area of commercial leasing (retail, office and industrial) and development. In addition to negotiating major lease transactions, we have created and reviewed numerous landlord and tenant leases for retail, office and industrial properties. We also have significant hotel experience, j representing major hotel developers as well as the largest hotel REIT in the country. i Our lawyers are intimately familiar with the tax laws governing foreign investors in real estate. Florida and New York have long been active markets for the foreign investor, and we have been at the forefront of these transactions. On the institutional side, Greenberg Traurig's practice has grown to represent the full spectrum of companies in the industry. This includes national and global banks, insurance companies, investment firm s, and pension funds that rely on us to provide the highest caliber advice on large real estate transactions. We currently represent more than ten major insurance companies. The Firm's national REIT practice includes the representation of real estate developers, syndicators, asset and property managers, financial services companies, investment banks and other institutional investors. Our attorneys are nationally recognized REIT specialists and are frequently retained to assist clients in determining whether the REIT is a suitable vehicle to meet their objectives, and if so, to structure the optimum transaction and introduce clients to capital market and private sources of capital. Our clients know they can turn to us for experience, experience, geographic coverage, high- level relationships, practice efficiency, active participation of senior lawyers and unparalleled legal credentials in the real estate industry. 00- "rE� L 6flEEN8Efl6 With this breadth of experience, we offer all the experience available from a real estate iflfltlfll6 boutique yet the resources of a full -service law firm. Our goal is to offer our real estate * clients, large or small, the broadest available range of legal services. As a full -service firm, we can draw upon the talents of attorneys in all our departments to cover every aspect of a real estate transaction -- from environmental and zoning to litigation and tax advice. As skilled business advisers, we can see your project through from conception, to occupancy, to sale. i Our attorneys have hands on experience in virtually every type of real estate venture and can offer exceptional insights and guidance on the planning, development, financing, management, leasing, sale, purchase and marketing of: ? Residential developments Undeveloped land I Shopping centers f Condominiums Co-ops Golf course & country club'communities Apartment buildings Office buildings Factories and warehouses Developments of Regional Impact (DRIs) REITs i As important as our professional services are, we place great value in the networking relationships we have developed over the years. When feasible, we introduce our f } clients to lenders and sources of equity, relationships that we can often leverage on our clients' behalf. Our primary goal is to provide our clients with a full spectrum of the most sophisticated contemporary real estate services available. s t 6flEE 8Efl6 SELECT REPRESENTATIONS iflflOfll6 SELECT ACQUISITIONS OR DISPOSITIONS Greenberg Traurig has handled several billion dollars worth of real estate acquisitions and dispositions during the past several years. A, representative sampling of commercial real estate transactions in which Greenberg Traurig has played a significant role include the following: � • •- it •• • Conveyance in lieu of foreclosure of the Church Street Barnett Bank of Central Florida, N.A. Market in Orlando, Florida. _ Cellar Door Concerts, Inc. _ Serve as real estate counsel in connection with the and Ogden Corporation development of amphitheaters and other concert venues in transactions ranging from $5 million to $30 million in Southeast Florida, Washington, D.C., Virginia Beach, and projects in Texas and in Jacksonville, Florida. Glenwood Management Represent developer in assemblage, acquisition and financing of a midtown New York City development parcel and construction of a $150 million luxury apartment building and related middle income housing. Office Depot, Inc. Acquisition and development work throughout the United States. The Portofino Group Represent this group in the largest land swap in the history of the City of Miami Beach, Florida, resulting in the creation of the largest waterfront project in the City's history. Prudential Home Building Investment in local home building partnerships in the Investors Eastern half of the country. _ Prudential Real Estate Acquisition of commercial property in the Southeast Investors Region. Public Employees' Pension Represent this pension fund in real estate investments Fund on a national basis, negotiating contracts, performing or supervising all legal due diligence, identifying and retaining local counsel, closing transactions, determining the investment vehicle (such as single - asset corporations), qualifying the title holding corporation for income tax exemption, and all other functions necessary to complete the acquisitions. We have also represented other public employee pension funds in their acquisitions, as well as investment advisors to pension funds, including commingled funds, on properties in Florida. S.L. Green Real Estate, Inc. Lead real estate counsel in connection with REIT initial public offering and secondary offering. Starwood Hotels and Resorts Represent Starwood on an ongoing basis on a number Worldwide, Inc. of transactions including purchase of hotels in Mexico and the Ritz Carlton portfolio in the U.S. Teachers Retirement Served as lead counsel in the foreclosure and Systems of Texas subsequent conveyance in lieu of foreclosure of the $80 million duPont Centre (now known as the Barnett Bank Center) in Orlando, Florida. Timucuan DRI, Seminole Headed the real estate transaction group that County, Florida completed the workout for this DRI, a $14-million partial deed in lieu and partial workout refinance. Viacom Handled the acquisition, development and subsequent sale of approximately2,000 acres in Florida known as Blockbuster Park. _ Represented developers in the acquisition, leasing, The Village at The Marketplace Shopping financing, and disposition of retail shopping centers. Center and The Marketplace Shopping Center in Orlando, Florida Developers of more than Acquisition, development, finance, and disposition. 4,000 multi -family units in Central Florida Various Real Estate Acted as counsel in connection with the acquisition of Investment Trusts, Office, hotel properties of all types and character and have Apartments and Retail been engaged in the sale, purchase, financing, and refinancing of hotel properties on behalf of a number of REITs. L SELECT. _ASING REPRESENTATIONS 6fl1E�pN8fflC6 Greenberg Traurig has great expertise and a national reputation in the area of I flI1UflIU commercial leasing. Our extensive experience in this area affords clients the additional benefit of saving of time and money with respect to the review, negotiation, and redrafting processes. Among the clients we represent in connection with leasing matters are shopping center and office building developers, pension funds, insurance companies, national and regional retailers, property managers, and corporate tenants. I Provided here are representative leasing transactions handled by Greenberg Traurig attorneys: i Blockbuster Entertainment LEA IN Real estate leasing counsel for the following divisions of Corporation Blockbuster Entertainment Corporation: Blockbuster Videos, Blockbuster Music, Discovery Zone, and Virgin Record Stores on a national basis. We completed a 52,000 sq. ft. Virgin Megastore lease in downtown San .Francisco. The Firm's retail leasing team has successfully completed in excess of 150 store leases for Blockbuster. Brinker International Florida counsel for Brinker International, which is the New York Stock Exchange parent company of Chili's Restaurants. Our attorneys have handled the following transactions with Chili's: purchase of outparcel; build to suit lease; ground lease; reciprocal easement agreement; development agreement; coning and land use approvals; and disputes with contractors. Burlington Industries, Inc. Lease of 200,000 square fee: of office space at 1345 Avenue of the Americas, New York, NY. Carlyle House, Inc. (Co -Op 99-year lease with the Carlyle Hotel in New York, NY. Corp) CHC Lease Partners, an Operating leases of 20 multi -state hotels from Patriot affiliate of Carnival Hotels American Hotels, Inc., a hotel REIT. and Casinos Fisher Brothers Leasing of the Admiralty Tower office and hotel building in Palrn Beach Gardens, Florida. _ Heroes World/Marvel Leasing of distribution and office facilities throughout the Entertainment, Inc. United States. International Design Represented landlords and tenants in all aspects of the Center, New York leasing and management of a two -million -square -foot office/showroom/ retail complex with parking facilities in New York, NY. Laird Plastics/Laird _ Various facility leases throughout the United States. Management Marshalls Greenberg Traurig has acted as special Florida counsel on behalf of this retailer regarding leasing matters. Marvel Entertainment, Inc. Leasing of 100,000 square feet of office space at 200 Madison Ave., New York, NY. Merrill Lynch, Pierce, Serve as Florida real estate leasina counsel for office Fenner & Smith, Inc. building leases and build -to -suit leases on behalf of their brokerage offices throughout Florida. ("piM' "rr� L New York Association for Lease of 160.000 square feet at 17 Battery Place, New New Americans, Inc. York, NY. Office Depot, Inc. _ National real estate counsel for Office Depot, Inc. We prepared Office Depot's form letter of intent as well as form lease and form purchase contract currently used by Office Depot. We have completed approximately 200 lease transactions (including ground leases) throughout the United States. Recent transactions include: (i) lease of 150,000 square feet of office space for corporate headquarters in Delray Beach. Florida, from a partnership comprised of Ohio Teachers Retirement System and Crocker & Company. The lease contained expansion options, tenant improvement allowance, buildout provisions, and option to purchase; (ii) $16,000,000 purchase of two office buildings in Delray Beach, Florida, from a partnership comprised of Ohio Teachers Retirement Systern and Crocker & Company; (iii) $9,000,000 purchase from Heron Financial Corp. of former Burger King headquarters office building in Miami, Florida, for a vertical retail facility; (iv) 205,500 square feet., build -to -suit office building lease with Catalfumo Construction Company; and a (v) 50,000 square foot ground lease for a store in Paramus, New Jersey. Public Textile Manufacturer _ Lease of a 170,000-square-foot headquarters facility in Manhattan. Sunbeam -Oster Company Negotiated Sunbeam's world headquarters office iease in downtown Fort Lauderdale, Florida, with the Tribune Properties of Chicago. Sunglass Hut International, Greenberg Traurig is special counsel to Sunglass Hut. Inc. Recent transactions include negotiation of multi -stare license agreement with Dayton's, division of Dayton Hudson, and negotiation of multi -store license agreement with Eaton's Department Stores of Canada. Taconic Partners I Represent ground lessee in acquisition of lease to office building and act as leasing counsel for the property. Tower Realty Trust Leasing counsel for Real Estate investment Trust's entire New York City portfolio. Triarc Companies, Inc. Lease of office space in New York, NY. The Village at The Represented developers in the leasing of retail shopping Marketplace Shopping centers. Center and The Marketplace Shopping Center in Orlando, Florida. Numerous Major New York Leasing of buildings including S.L. Green's various City Property Owners properties, Glenwood Management's commercial properties, Vista Properties, and others. L Several landlords Greenberg Traurig has represented landlords in connection with lease transactions with the following tenants: Barnes & Noble; Morrison Restaurants, Inc. D/b/a Ruby Tuesday; PetsMart; Longhorn Steaks, Inc.; Unique Restaurant Concepts, Inc.; Ross Stores, Inc.; Eckerd Drugstore; Albertson's Supermarkets; Toys R Us; Polio Tropical; Baby Superstore; CitiBank; AMC Theaters; Cobb Theaters; Regal Theaters; Party Supermarket; Just For Feet; and K-Mart. Several Public Leasing and development of numerous projects Entertainment Companies including a major theme restaurant/retail operation in mid -town Manhattan and the leasing of a 75,000- square-foot headquarters facility, also in Manhattan. Several Shopping Center Greenberg Traurig represents various shopping center Developers developers and has negotiated leases on behalf of the following developers: Jaymont Properties; Michael Swerdlow Companies; Draper and Kramer Incorporated; the Graham Companies; Adler Development Company; Suchrnan Retail Group,, Inc.; and Ace Music, Inc. 9 SELECT T. _._AL ESTATE LENDING TRANSA C i,—iIS F f' Atlantis Group, Inc. $100 million asset -based, multi -state financing. Balfour Holdings Refinancing of $25 million land loan. Bankers Trust Company $66 million loan (local counsel representation) for New York acquisition of property from the City of Miami Beach and construction of hotel and convention facilities. Betz Enterprises Represented the issuer/owner in connection with the $71 million, single -asset securitization of the New York headquarters of the U.S. Drug Enforcement Agency. Blackacre Capital $5 million loan restructuring secured by personal guarantees and shopping center, hotel and office .building. Blackacre Capital Purchase and restructuring of loan secured by a midtown Manhattan hotel. Capital Bank Debtor -in -possession floor plan financing to South Motors group from ($10 million at peak). Cooperative Corporations Represented eight cooperative corporations at Lincoln Towers, a 4,000-unit residential complex in a $112 million FNIVIA securitized mortgage transaction. GFC Capital Resources, Purchase and restructuring of a loan secured by an Dickstein Partners underlying cooperative apartment building mortgage. Heller Financial, Inc. $15.35 million mobile home park loan (9 parks in Florida and Connecticut). IDS Life Insurance $3.8 million loan secured by hotel located in Company Jacksonville, Duval County, Florida IDS Life Insurance $4.8 million loan secured by multi -family project located Company in Manatee County, Florida. IDS Life Insurance $5.8 million loan secured by shopping center located in Company Hillsborough County, Florida. IDS Life Insurance $7.4 million loan secured by multi -family project located Company in Gainesville, Alachua County, Florida. IDS Life Insurance $3 million loan secured by shopping center located in Company Fort Walton Beach, Florida. Massachusetts Mutual Life $30 million loan secured by resort hotel located in St. Insurance Company Pete Beach, Florida. Massachusetts Mutual Life $11 million loan secured by office building located in Insurance Company Sarasota County, Florida. Massachusetts Mutual Life $5.85 million loan secured by shopping center located in Insurance Company Palm Beach County, Florida. -,.LENDING EXPERWt' Massachusetts Mutual Life $10 million loan secured by office building located in Insurance Company Orange County, Florida. Massachusetts Mutual Life $17 million secured by resort hotel located in Key West, Insurance Company Monroe County, Florida. Metropolitan Life $40 million loan secured by ground leases and air rights, Insurance Company Datran I and Datran II office buildings, a multi -use public/private project constructed over train station, Miami -Dade County. Florida. Metropolitan Life $20 million loan secured by mixed use hotel/office Insurance Company complex, Miami -Dade County, Florida. Metropolitan Life $24 million loan secured by office building located in Insurance Company Hollywood, Florida. Metropolitan Life $6.5 million loan secured by office building located in Insurance Company Coconut Grove, Miami -Dade County, Florida. Metropolitan Life $7 million loan secured by warehouse facilities located Insurance Company in Miami -Dade County, Florida. NationsBank Representation of lender in $19.5 million restructure of loan. NationsBank Mobil home park loan. NationsBank Representation of lender in $19.5 transaction. NationsBank of FL, N.A. Loan to Royal & Sons, G.P., secured by Shopping Center. NationsBank of FL, N.A. Loan to Professional Learning Center, Inc., secured by day care center. NationsBank of FL, N.A. Loan to St. Marks Greek Orthodox Church. NationsBank of FL, N.A. Lean to Gesald Tsai, Jr., secured by landmark residence. NationsBank of Florida $153 million loan secured by pledge of notes receivable. private banking New England Cafe Loan restructure!office building - Park Avenue, New York City: representation of lender in $40 million loan restructuring. New England Cafe Loan restructure/office building - Third Avenue, New York City: representation of lender in $20 million in loan restructuring. Starwood Capital Representation of lender in $140 million loan restructuring. SunBank/Miami, N.A. $20 million loan secured by office building in Coral Gables. Sun Bank South FL, N.A. Loan to Emil Landau, secured by Shopping Center. SunTrust Sank, Miami, $5 % million construction loan for construction of a luxury N.A. high-rise condominium, Key Biscayne, Florida. SunTrust Bank, Miami. $20 million loan secured by office building located in N.A. Coral Gables, Florida. The Toronto -Dominion $30 million revolving residential construction loan in Bank and NationsBank of Broward County. Florida The Travelers Insurance $G million loan secured by office building located in Company Broward County, Florida. Washington Science Represented the issuer/developer in connection with the Center $52 million single -asset securitization of a build -to -suit project leased to the U.S. Government for use by the National Institutes of Health. Wellington MarketPlace, Restructure/extension of $15 million shopping center Ltd. loan. Series of Limited Representation of a series of limited partnerships in the Partnerships restructure of approximately $59 million of bonds issued by Florida housing authorities for residential apartment projects. REPkr-SENTATIVE REAL LSTATE CLIENTS American Land Management Group Angelo, Inc. Archon Group, L.P. Atlantic Gulf Communities Atlantis on Brickell Associates Bank of Nova Scotia Bear, Stearns & Co. Inc. Blackacre Capital Group Blockbuster Entertainment Corporation Bradstone Group (The) Cardinal Arlen Properties, Inc. Carnival Hotels & Casinos j California Public Employees Retirement System Centex Real Estate Chiyoda Corporation Comerica Bank And Trust, Fsb Continental Companies (The) Coral Ridge Properties Corporate. Property Investors Dayco Investment Corp. Draper- & Kramer Of Florida Engle Homes Equinational (Delvista Towers) First Countywide Mortgage Corp. First Pennsylvania Bank Fisher Island Developers, Inc. Gampel Organization (The) Galbreath Company (The) GECC GFC Capital Resources Glendale Federal Bank Goldman -Sachs Graham Companies (The) Great West Life Assurance Company Guardian Life Insurance Company Harbor Realty Hearthstone Advisors Heftler Homes Heitman Advisory Corporation Heller Financial, Inc. Highland Ocean Associates Hillcoast Development Co. Homart Development Co. Intervest Development Corp. Island Developers, Inc. ITT Community Development Jaymont Properties Jose Milton Joshua Muss Kenco Communities Kimco Realty Corp. Kushner Companies (The) Lefrak Organization (The) Lennar Homes, Inc. Leo Ghitis Leonard Litwin Long -,Term Credit Bank of Japan (The) Lowell Homes Martin Taplin Massachusetts Mutual Life Insurance Co. Matcorp Custom Homes Mellon Bank Merrill Lynch, Pierce, Fenner & Smith, Inc. MetLife Realty, Inc. Metropolitan Life Insurance Company Michael Swerdlow Companies (The) Midlantic National Bank Miramar Properties Mutual of Omaha Insurance Company Nationsbank, N.A. (South) New York Life Insurance Company New York Teachers` Retirement System Nissho Iwai American Corporation Nu -Swift, PLC Office Depot Ohio Teachers Retirement Pension Fund Olympia & York Southeast Equity Corporation Oregon Public Employees Retirement System Painewebber Properties Patten Corporation Phoenix Home Life Mutual Insurance Company Planned Development Corporation Portofino Group (The) Prudential Insurance Company R. David Thomas Redevco Corporation (The) Related Group (The) Richland Properties Rolling Hills Hotel & Golf Club Rouse Salman Development Group �i i; j c Schelepei ahl Beteilegungs 68EE�6E�6 South Florida Business .Journal Swire Pacific Holdings Tfl`UN Shooters International S.L. Green Real Estate Starwood Capital State Board of Administration of Florida SunTrust Bank, South Florida, N.A. Swire-Pacific Holdings, Inc. Taplin Properties, Inc. Toronto Dominion Bank (The) Toys 'R' Us Tr, ers Life Insurance Company Tribune Company of Chicago (The) Ugo Colombo - CMG Development Unisa United Mine Works of America Pension Trust Wendy's International West Dade Investment Ltd. Westfield Financial Corp. Westinghouse Communities Wexford Williams Island Associates, Ltd. t 6flEEN8EflN F OVERVIEW OF QUALIFICATIONS SUBMITTED TO: GREb,413ERG TRAURIG* A i A GLANCE Greenberg Traurig was founded in 1967 with three attorneys. Greenberg Traurig now has nearly 500 attorneys and lobbyists. Greenberg Traurig has 15 offices in. Miami (founding location) Other Florida Locations: New York Washington, D.C. Fort Lauderdale Chicago, IL West Palm Beach Boston, MA Boca Raton Atlanta, GA Orlando Tysons Corner, VA Tallahassee Philadelphia, PA Phoenix, AZ Sao Paulo, Brazil Greenberg Traurig is a U.S.-based, international full -service business law firm made up of lawyers who bring a business perspective to every transaction and matter we handle on behalf of our clients. We serve our clients' needs throughout the world. We represent them in their business communities and courthouses — as well as in the capitals of government and finance. We assist international clients seeking access to the U.S., as well as U.S, and foreign clients doing business abroad. Our relationships, experience, office locations, language capabilities, use of technology, and cultural understanding, uniquely positions Greenberg Traurig to impact the global economy on behalf of our clients. In the Winter 1999 edition of AmLaw Tech, a publication of The American Lawyer, Greenberg Traurig ranked No. 1 nationwide in terms of the level of satisfaction associates possessed with the firm's level of technology. In 1998, Greenberg Traurig was named one of the top lobbying firms in the nation by Fortune magazine. The Firm was ranked No. 40 among the nation's top lobbying firms having "the most power and access in the business." VentureOne Corporation's Venture Capital Investment Report for 1997 ranked Greenberg Traurig No. 1 in Florida and in the Southeast, and No. 8 nationally, in providing legal counsel to venture -backed companies going public in 1997. Greenberg Traurig ranked 4"' nationwide for number of public offerings done on behalf of issuers in 1997 according to the SEC New Registrations Report, December, 1997. Greenberg Traurig ranked 4t" in 1997 among the nation's fastest growing law firms, based on size, according to Martindale -Hubbell. "A partnership of limited liability entities. 6flEEfl8Eflfl WHY Oo BUSINESS WITH . iBflUflIE GREENBERG TRAURIG ? Greenberg Traurig was founded more than three decades ago and has evolved into one of the premier law firms in the nation. We have a ciient-focused, solution -driven approach based on these fundamentals of superior service: A business -minded approach Cost-effective, bottom -line strategies { Close client relationships Litigators who are result oriented, creative and pragmatic State-of-the-art technology linked to client systems A full spectrum of legal services An innovative firm with local knowledge and global perspective We are always seeking opportunities for our clients —reaching beyond the role of traditional legal advisor. As business -minded attorneys we practice preventive law, and seek to settle conflicts on your behalf, often using alternative dispute resolution. Greenberg Traurig is committed to the following cornerstones of legal practice: Understanding clients' business objectives Responding promptly to client needs Delivering pragmatic and innovative solutions Being accessible to clients 24 hours a day Maintaining close client communications at all times ` We use technology to improve management of your matter and achieve significant cost savings at each step of the way. We maintain a site on the Internet at www.gtiaw.com and in doing so, provide direct desktop e-mail connectivity to any attorney in the Firm via a simple address: lastnamefirstinitial@gtlaw.com. Greenberg Traurig has established an aggressive approach to electronic document { assembly in each of the Firm's practice areas. We can often draft repetitive or 1 similar transactions in one-third of the time of conventional means. This becomes a direct cost savings to the client while insuring consistent, accurate documents, and allowing the attorney to concentrate on legal issues rather than editorial i management. We create staffing, tailor-made to serve clients' needs on a cost-effective basis. j A lead or senior attorney will always have personal responsibility for addressing your needs and will always be available to you. 99- L FIR � INTERNATIONAL FUCUS Greenberg Traurig has made a tremendous investment of resources to develop a full - service international practice to serve the needs of foreign -based multinationals in developing their potential in the U S marketplace, as well as serving the needs of U.S.- based entities looking to expand into new markets in South and Central America, Europe, the Far East, Middle East. Africa and beyond. From developing partnerships. to establishing franchises, to financing telecommunications, to privatizing toll roads, Greenberg Traurig has been there for international clients since its inception more than three decades ago — clearly ahead of recent trends. Our language capabilities, personal i and business relationships throughout the world and wide range of experience provide our clients the assistance that is required in today's international business environment. We pride ourselves in having superior relationships and extensive familiarity with the business community, governments and legal processes locally, statewide, nationally and intemationally. Greenberg Traurig's global scope is evidenced by the following features of our practice: Our Miami office is at the gateway to Latin America and the Caribbean. Other, Florida offices are located in Fort Lauderdale, West Palm Beach, Boca Raton, Orlando, and Tallahassee. Our full -service offices in Washington., D.C. and New York — the governmental and financial capitals of the U.S. — place us in an excellent position to serve the needs of the international business community and governmental entities based in Latin America, the Caribbean, Europe, Asia, Canada, the Middle East, and Africa. We assist international clients seeking access to the U.S., as well as U.S. and { foreign clients doing business abroad. The Firm has more than 50 Spanish-speaking attorneys and extensive relationships with Latin American businesses, professionals, banks, and governments. Members of the Firm are also fluent in French, German, Portuguese, Italian, Japanese, Russian, Hebrew, Catalan, and Flemish. Furthermore, among the members of the Firm you will find: The former U.S. Executive Director of the Inter -American Development Bank; A former Ambassador to Panama; and The Rapporteur on Legal Issues at the 1996 Hemispheric Summit in Cartagena, I Colombia, on the Free Trade Area of the Americas. Greenberg Traurig is an active participant in the World Law Croup and Interlex, two international associations of well-known firms in the United States, Asia, Europe and Latin America. Our worldwide affiliations enable us to provide expanded services for our j clients by bringing together the legal expertise, resources and contacts of some of the best firms around the world. The Firm also is a member of the United States Council for International Business and The Council of the Americas. We have extensive familiarity with the business community, governments and legal processes locally, nationally and internationally. The powerful combination of relationships, experience, office locations and language capabilities uniquely positions Greenberg Traurig to impact the global economy on behalf of our clients. It r �i PRAM i ICE AREAS Our clients can look to Greenberg Traurig for experience, knowledge, innovation and cost-effective results in the following practice disciplines: Access to Capital Markets and Bankruptcy, Reorganization and Venture Capital Workouts Mergers and Acquisitions Public Infrastructure Initial Public Offerings Public Finance Banking and Finance Federal Legislative and • Antitrust and Trade Regulation Administrative Information Technology State Legislative and Administrative Telecommunications Intellectual Property Commercial Real Estate Transactions Litigation Development Tax REITs and Real Estate Securities Trusts and Estates Appellate Counseling and Appeals Wealth Preservation Alternative Dispute Resolution and Employee Benefits and Executive Mediation Compensation Entertainment ERISA Environmental and Land Use Employment and Labor Environmental Litigation Americans With Disabilities Act International Law Health International Trade Agriculture Immigration Mining Maritime r L CONI ACTING GREENBERu TRAURIG MIAMI PHOENIX 1221 Brickell Avenue One East Camelback Road Miami, FL 33131 Suite 1100 Telephone: (305) 579-0500 Phoenix, AZ 85012 Facsimile: (305) 579-0717 Telephone: (602) 263-2300 Facsimile: (602) 263-2350 NEW YORK Met Life Building FORT LAUDERDALE 200 Park Avenue 515 East Las Olas Boulevard New York, NY 10166 Fort Lauderdale, FL 33301 Telephone: (212) 801-9200 Telephone: (954) 765-0500 Facsimile: (212) 801-6400 Facsimile: (954) 765-1477 WASHINGTON, D.C. _WEST PALM BEACH 1300 Connecticut Avenue, N.W. 777 South Flagler Drive Washington, D.C. 20036 West Palm Beach, FL 33401 Telephone: (202) 331-3100 Telephone: (561) 650-7900 Facsimile: (202) 331-3101 Facsimile: (561) 655-6222 CHICAGO, IL BOCA RATON 227 West Monroe St., Suite 3500 One Boca Place Chicago, IL 60606 2255 Glades Road Telephone: (312) 456-8400 Boca Raton, FL 33431 Facsimile: (312) 456-8435 Telephone: (561) 912-3200 Facsimile: (561) 994-8898 BOSTON, MA One International Place ORLANDO Third Floor 111 North Orange Avenue Boston, MA 02110 Orlando, FL 32801 Telephone: (617) 310-6000 Telephone: (407) 420-1000 Facsimile: (617) 310-6001 Facsimile: (407) 420-5909 ATLANTA, GA TALLAHASSEE 3423 Piedmont Road NE 101 East College Avenue Second Floor Post Office Drawer 1838 Atlanta, GA 30305 Tallahassee, FL 32302 Telephone: (404) 237-7700 Telephone: (850) 222-6891 Facsimile: (404) 237-5260 Facsimile: (850) 681-0207 TYSONS CORNER, VA SAO PAULO, BRAZIL 1750 Tysons Boulevard, 12th Floor Avenida Paulista, No. 2006 Tysons Corner, Virginia 22102 Conjunto 509, 5 andar Telephone: (703) 749-1300 Sao Paulo, SP Brazil Facsimile: (703) 749-1301 Telephone: 011 55 11 288 7673 Facsimile: 011 55 11 283 4360 PHILADELPHIA, PA One Commerce Square 2005 Market Street INTERNET/EMAIL Philadelphia, PA 19103 Home Page: www.gtiaw.com Telephone: (215) 988-7800 E-mail: info@gtlaw.com Facsimile: (215) 988-7801 V.09~ ri5o. FORM 8S MEMORANDUM OF VOTING CONFLICT FOR __.. COUNTS`, MUNICIPAL, AND OTHER LOCAL PUBLIC OFFICERS LAST NAME- rlK, T NAM[ - MIDDLE NAME NAME OF POAlt D COUNCIL COMMISSION. AL'THORITI.OF, COMMITTEE Sanchez Joe M. :_it ; of Ill arni Commission, District3 MAILING ADDRESS THE riOARD COUNCIL COMMISSION. AL'THORITI OR COMMITTEE ON WHICH I SERVE IS A UNIT OF 2411 SN !th Ave. d CrTY O COVNTY O MHERLOCAL AcrivcY CIT1 - COUNTI NAME OF POLITICAL SUabIVISIOf, Miami MIami—Dade PATIOS WHICH VOTE OCCLRRED MY POSITION Is October 12, 1994 R ELECTIVE O APPOINTIVE WHO MUST FILE FORM 8E This form is for use by any person serving at the county, city, or other local level of government on an appointed or elected board, council, commission, authority, or commitim It applies equally to member of advisory and non -advisory bodies who are presented with a voting conflict of interest under Section 112.3143, Florida Statutes. Your responsibilities under the law when faced with a measure in which you have a conflict of interest will vary greatly depending on whether you hold an elective or appointive position. For this reason, please pay close attention to the instructions on this form before completing the reverse side and filing the form. INSTRUCTIONS FOR COMPLIANCE WITH SECTION 112.3143, FLORIDA STATUTES A person holding elective or appointive county, municipal, or other local public office MUST ABSTAIN from voting on a measure which inures to his special private gain Each elected or appointed local officer also is prohibited from knowingly voting on a measure which inures to the special gain of a principal (other than a government agenc)9 by whom ,he is retained (including the parent organization or subsidiary of a corporate principal by which he is retained); to the special private gain of a relative; or to the special private gain of a business associate. Commissioners of community redevelopment agencies under Sec. 163.356 or 163.357, F.S., and officers of independent special tax districts elected on a one -acre, one -vote basis art not prohibited from voting in that capacity. For purposes of this law, a `relative" includes only the officer's father, mother, son, daughter, husband, wife, father-in-law, mother-in- law, son-in-law, and daughter-in-law. A 'business associate" means any person or entity engaged in or carrying on a business enterprise with the officer as a partner, joint venturer, coowner of property, or corporate gareholder (where the shares of the corporation arc not listed on any national or regional stock exchange). ELECTED OFFICER:: In addition to abstaining from voting in the situations described above, you must disclose the conflict: PRIOR TO THE VUTE BEING TAKEN by publicly stating to the assembly the nature of your interest in the measure on which you arc abstaining from voting; and WITHIN 15 DAYS AFTER THE VOTE OCCURS by completing and filing this form with the person responsible for recording the minutes of the meeting, who should incorporate the form in the minutes. APPOINTED OFFICERS: Although you must abstain from voting in the situations described above, you otherwise may participate in these matters However, you must disclose the nature of the conflict before making any attempt to influence the decision, whether orally or in writing and whether made by you or at your direction. IF YOU INTEND TO MAKE ANY ATTEMPT TO INFLUENCE THE DECISION PRIOR TO THE MEETING AT WHICH THE VOTE WLL RE TAKEN: • You must complete and file this form (before making any attempt to influence the decision) with the person responsible for recording the minutes of the meeting, who will incorporate the form in the minutes. • A copy of the form must be provided immediately to the other members of the agency. • The form must be read publicly at the next meeting after the form is filed. CE FORM !B • 1091 PAGE I 1F YOU MAKE NO ATTEMPT TO II.. LUENCE THE DECISION EXCEPT BY DISCUSSION AT THE MEETING: • You mus, dts lose orstly the nature of your conflict in the treasure before participating. • You must complete the form and fike it within IS days after the vote occurs with the person responsible for recording the minutes of the mating, who must incorporate the form in the minutes. A copy of the form must be prodded immediately to the other members of the agency, and the form must be mad publicly at the next meeting after the form is filed. 1, Joe Sanchez DISCLOSURE OF LOCAL ('OFFICER'S INTEREST hereby disclose that on October 12, (a) A measure came or will come before my agency which (check one) mural to my special private gain; inured to the special pin of my business associate, _X inured to the special gain of my relative, Wife — Betty Figueroa Sanchez inured to the special gain of . b , whom I am retained; or — inured to the special gain of _ . which is the parent organization or subsidiary of a principal which has retained me, (b) The measure before my agency and the nature of my conflicting interest in the measure is as follows: i Commission voted on approving the recommendation of the Manager to accept a letter of interest from Greelberg Traurig,P.A. for consulting services to assist in lease negotiations of various city —owned properties. My wife is the Accounting Supervisor at Greenberg Traurig. October 12, 1999 Date Filed Si�niture 1 NOTICE: UNDER PROVISIONS OF FLORIDA STATUTES §112,317 (1991). A FAILURE TO MAKE ANY REQUIRED DISCLOSURE CONSTITUTES GROUNDS FOR AND MAY BE PUNISHED BY ONE OR MORE OF THE FOLLOWING: IMPEACHMENT, REMOVAL OR SUSPENSION FROM OFFICE OR EMPLOYMENT, DEMOTION, REDUCTION IN SALARY, REPRIMAND, OR A CIVIL PENALTY NOT TO EXCEED $5,000. CE FORM nil. 041 A'-9g-75 9 PAGE 2 C�°�Z/q 9