HomeMy WebLinkAboutR-96-0648r
J-96-1023
8126196
RESOLUTION Na S 8
A RESOLUTION, WITH ATTACHMENT, AMENDING. SECTION 2
OF RESOLUTION NO. 9+6-510 ADOPTED JULY 11, 1996,
THEREBY RESCINDING THE SELECTION OF COOPERS &
LYBRAIND, LLP, AND SELECTING SHARPTON, BRUNSON & CO.,
PA, TO EVALUATE PROPOSALS RECEIVED IN CONNECTION
WITH THE RFP FOR THE CITY -OWNED WATER FRONT
PROPERTY, MORE COMMONLY KNOWN AS THE DINNER KEY
BOAT YARD, LOCATED AT 2640 SOUTH SAYSHORE DRIVE, IN
THE AREA OF DINNER KEY, MIAMI. (UDP); ALLOCATING FUNDS
THEREFOR FROM THE DEPARTMENT OF COMMUNITY
PLANNING AND REVITALIZATION OPERATING BUDGET,
ACCOUNT NO. 561.301-280, IN THE AMOUNT OF $9,000 FOR
EVALUATION OF THE FIRST PROPOSAL. AND $4,500 FOR
EVALUATION OF EACH ADDITIONAL PROPOSAL, PLUS AN
AMOUNT, NOT TO EXCEED TEN PERCENT (10%) OF THE
CONTRACT AMOUNT, FOR EXPENSES; AUTHORIZING 'THE
CITY MANAGER TO EXECUTE AN AGREEMENT, IN
SUBSTANTIALLY THE ATTACHED FORM WITH SHARPTON,
6RU14SON & CO, PA FOR THIS PURPOSE.
WHEREAS, the City Commission, by Resolution No. 96-510 adopted July 11, 1996,
authorszed selection of a Certified Public Accounting (CPA) firm to evaluate proposals
rscolved in connection with the Request for Proposals for the Dinner Key Wat6rfrent
Redevelopment project, issued on May 31, 1996, for the Unified Development of
Commercial and Recreational Water Dependent Facilities and ancillary uses on city -owned
waterfront property, and
IATTACHMENT (5)�
� tON3AtNED
CI1'r CCINMSSION
NZETING OF
S E P 1 2 199
Reaolurdaa No,
WHEREAS, said Resolution further authorized the City Manager to negotiate and
execute an agreement with a selected CPA firm in a form acceptable to the City Attorney;
and
WHEREAS, the CPA firm of Coopers & Lybrand, LLP was selected to evaluate
development proposals received in connection with the RFP for the Dinner Kay Waterfront.
Redevelopment 'UDP; and
WHEREAS, a satisfactory agreement regarding compensetion terms was unebte to
be negotiated with the CPA firm of Coopers & Lybrand, LLP; and
WHEREAS, It is respectfully recommended that the City Manager negotiate ,and
execute a contract for Professional Accounting Services with the firm of Sharpton,
Brunson & Co., PA;
NOW, THEREFORE. BE IT RESOLVED BY THE COMMISSION DP THE CITY OF
MIAW FLORIDA:
Section 1. The recitals set forth in the Preamble to this Resolution am hereby
adopted by reference! thereto and incorporated heroin as if full set forth in this Section.
Section 2. Section 2 of Resolution No. 96-510 adopted July 11, 1996 is hereby
amended in the following particulars:'
"Section 2. The CPA firm of ,--"P ;her IQ_n.
Brunson eno Co.. PA is hereby selected to evaluate development proposals
received in connection with the RFP for the City -owned waterfront property,
more commonly known as the Dinner Key Boat Yard, located at 2640 South
Bayshore Drive, in the area of Dinner Key, Miami."
Section 3. The City Manager is hereby authorized to execute a contract for
Professional Accounting Services, in substantially the attached form, with the firm of
Sharptan. Smnson & Co., PA., to perform the required professional services in the amount
Word and/or figures u deriinul shall be added. Words and/or figures stricken through shall be deleted. Asterisks
represent oraitiod and unchanged usaterial.
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of 69,000 for the evaluation of the first proposal and $4,500 for the evaluation of each
additional proposal, plus an amount, not to exceed ten percent (10%) of the contract
amount, for expenses, with funds therefor hereby allocated from the Department of
Community Planning and Revitalization Operating Budget, Account No. 551301.280.,
Section 4. This Resolution shall become effective Immediately upon its adoption.
PASSED AND ADOPTED thisl.2th day of _a-ptembe r -f 1996.
ATTEST:
WALTER . !OWAN, CITY CLERK
PREPARED AND APPROVED BY,
I K. KEARS N
ASSISTANT CITY ATTORNEY
APPROVED AS TO FORM AND CORRCTNESS:
A.'Q " , J O ES 11I
CITY ATTOR E
W1081:CSK
J CAROLLO, MAYOR
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PROFESSIONAL SERVICES AGREEMENT
This Agreement entered into this _____ day of _ 1996, by and between the City of
Miami, a municipal corporation of the State of Florida, hereinafter referred to as "CITY', and
Sharp -ton & Brunson hereinafter referred to as "CPA".
RECITAL:
WHEREAS, the City commission, on May 13, 1996 adopted a Resolution which
authorized the issuance of a Request for Proposals e RFP') for a Unified Development Project
(" UDP") to solicit development proposals from the private sector for the Dinner Key Waterfront
Redevelopment, 2640 S. Bayshore Drive, l'vliami, Florida, to be issue -A on May 11, 1996 with a
submission dud date of August 30,1996; and
WHEREAS, Section 29-A(c) of the City of Miami Charter requires the City Commission
to select a Certified Public Accounting ("CPA") ffim to analyze proposals received in response
to the RFP based upon certain specific evaluation criteria defined within the RFP and to mndcr a
written report of its findings to the City Manager; and
WHEREAS, the City of Miami Commission on September 12, 1996, adopted a Resolution
which selected the certified public accounting firm of Sharpton & Brunson, for the, purpoie of
analyzing proposals receivers in response to the RFP and amending Resolution No.: 96-510; grad
WHEREAS, the CITY desires that the CPA conduct an independent analysis and
assessment of the development proposal(s) focusing, on the financial and economic aspocts of
said proposal(s) as more specifically detailed herein; and
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WHEREAS, the CPA has the necessary professional qualifications required to assist the
City of Miami in the evaluation and analysis of this development proposal; and
WHEREAS, the CPA has expressed a desire to perform the required professional services
for the CITY;
NOW 'nMREFORF,, in consideration of the mutind covenants and obligations herein
contained, and subject to the ternns and conditions hereinatfter stated, the parties hereto
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understand and agree as follows:
1 L TERM
he term of thin Agreement shall commence upon execution of same, and shall tenninate
upon completion of CPA's responsibilities as outlined in Section 11. Entitled "Scope of
Services" and acceptance of same by City, and in no event shall extend beyond September 30,
1997 without specific authorization from the City Manager in the form of an addendum: to this
agrecment.
YI. SCOPE t2;E+ SERVICES
At The CPA shalt be under the supervision of Jack Loft, Director of the Department of
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Community Plaanmg and Revitalization (hereinafter referred to as "DIRECT'f}It) to .
desiguee.
A) nie CPA shall undertake and be responsible for the =ornplishment of the following
aethnties..
I. CPA shall crarefidly review the RFP, all addenda and relatod materials inc"lu&ng property
appraisals, as appropriate, and idea* the .issues required t'a be. addressed by each
psnpos�r. , .
2, CPA, shall., no later than January 23, 1996, provide a preliminary financial analysis of awh
proposal for submittal athd presentation to the Review, Committee.
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3. CPA shall attend all oral presentations of the proper(s), as may be scheduled for the
Review Committee, tentatively scheduled for January 30, 1996.
4. CPA shall prepare a written independent report to be. submitted to the City Manager to
include, without limitation, a review of available materials relevant to the. RFP quad the
individual propoWs, and an analysis of the data and information submitted by the
proper(s) based upon the criteria specified in the RFP, and as detailed herein below.
S. CPA shall, in the development of all reports and analysis required herein, specifically
review and evaluate each responsive proposal based on the following criteria, as
established in the RFP:
(a) Financial vi�tbil„ of each ropasin L entint incl„�ud!►1 nor record and a&mr ence
CPA shall summarize each development entity's finaurciat strength and viability as a going
concern. In addition, the CPA shall conduct a thorough ''background check of the
development entity and/or its principals as named in the proposal, utilizing the services of
an established credit agency or firm (such as TR:W or Bunn & Bradstreet' in an effort to
determine the credit -worthiness of the ; parties and the legitimacy and veracity of the
ftancial information provided in the proposal, including any record of past litigation or
bwdauptcy.
(b) Viability of the financ�strate es, source and structure.
CPA. shall assess the viability of the financing strategies of each proposal of terms of
source and structure , including verification of the required irrevocable letter of credit and
letters of reference from financial
institutions, as
well as
arty other documentation
provided or obtained in relation to
a development
entity's
financing capabilities and
financial relationships.
(c) tive assessment of the short and 12ES an,_ge economic and fiscal return to the Ci
For each proposal, CPA shall prepare a comparative assessment of the short and long
range economic and fiscal return to the City. In this regard, the CPA shall anWyzc the
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economic return to the City, measured in terms of lease payments, including percentage
of gross revenues, property taxes and any other financial returns deemed appropriate.
This evaluation shall attempt to validate the stated economic return, based on the projected
cash flow and market absorption analysis in each development proposal, with special
emphasis on permitting, construction and start-up phases of tho project.
(d) Assessment of the market analysis and marketing plan.
CPA shall evaluate the market analysis acid marketing plan of each proposal, including the
proforma rash flow, projected market absorption rates and marketing expenditures and
methods. The CPA will review the materials provided in the proposers market study and
critically assess the market data and underlying assumptions in order to verify the results
of this study. It is specifically required that CPA shall have. current independent
information on relevant market trends and data to accomplish this evaluation., Special
emphasis shall be given to the evaluation of the marketing plan, in terms of special efforts
and essiga ment of key personnel or subs.
(e) Economic feasibility of the proposed development.
CPA shall any--.e and verify the projected cash flows for the proposed facilities in terms
of construction costs, market absorption, debt service ratios, occupancy rates and other,
information appropriate to the specific industry, facility or market. Special emphasis shall
be given to income and expense statements, all applicable revenue sources (to be verified
againsit market condi,tinw) and rates of economic return. CPA shall particularly address
the primary concern that revenues riot be overstated or exaggerates in the proposal and
tit the expenses arc accurate and justifiable.
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(t) Financial viability,and r43pmpriateness of the management plan.
CPA shall review the management plan of each proposal and analyze and assess the
appropriateness and distribution of the expenses (including salaries) for both short and
long term opemflons of the proposed facilities. The management plan shall also be
analy,zed in terms of proposed financial objectives, management technique and expeayence
as a verification of its appropriateness.
b. CPA shall also:
a) Attend meetings with the City Manager or his designee to review CPA's findings.
b) Attend meetings with the City Comm-dssior regarding the selection of the
proposer,
C) The CITY agrees to supply the following:
1. All plans, written material, and public documents describing the project and its public
purpose objectives.
2. 'Ihe time, as required, of the Project Coordinator to assist in describing the project
process, the objectives of the CITY and the background research applicable to the
project.
D) The CPA shall provide its own office and work space, except as necessary during meeting$
or presentations.
1U. COMPENSATIGNAWF HOD OF PAYMENT
A) CITY shall pay and CPA shall accept as maxximuni compensation for the services required
pursuant to Section II. Hereof, not more than Nine Thousand dollars ($9,000.00) for the
Evaluation and analysis of one proposal, and Fouv Thousand Five Hundred Dollars
($4,500.00) for proposal 2/3, three thousand five hundred dollars will be paid for each
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additional proposal. CPA shall further be compensated for specified and authorized
reimbursable expenses in an amount not to exceed 10% of contracts value.
B) Reimbursable expenses shall be billed to the CITY at cost, with a maximum total limit of
10% of contract value. Reimbursement shall be limited to amounts which are
substantiated by reccipts, allowable under Section 112.061, Florida Statues (1987), and
subject to the advance approval of the DIR.ECTOR. or designee.
C) Such compensation shrill be paid in full upon completion of work by CPA and acceptance
of same by CITY, within, forty five (45) days of submittal for duly certified invoice of
CITY.
TV,C0M[pLI4NCE WITS FEDERAL STATE AND LOCAL LAWS
i
Both parties shall comply with ail applicable laws, ordinances and codes of Feleral, State
j and Local Governments.
V. CENEuR4L CONi MONS
i A) All notices ter either commurdoations which shall or may be given pursuant to this
Agrwrnentshall be in writing and shall be delivered by messenger service or by registers
f
mail addres..sed to the other party at the address indicated herein or as the same may be
changed from time to time. Such notice shall be deemed given on the day of which"
nall served; or, if b mail one the fifth day after being posted or the date of tactual
peaso y , y a y B
receipt, whichever is earlier.
CPA- CITY OF MIAW
DARRELL SHARPTON' DEPART k'N f OF C.P. & R
SEARP'fON & BRUNSON & CO., P.A. RIVERSIDE CIL, TER
ONE S,E, 3"' AN[WJE, SUITE 2100 444 SW IND A'VENUE
M1AMI, FLORIDA :33131 MIAMI, ]FLORIDA 33103
(305) 374••3700 (305) 416-1400
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E) Title and paragraph headings are for convenient reference and are not a part of this
Agreement.
Q In the event of conflict between the terms of this Agreement and any terms or conditions
contained in any attached documents, the terms of this Agreement', shall rule.
D) No waiver or breach of any provision of this Agreement shall constitute a waiver of any
subsequent brewh of the same or any other provision hereof, and no waiver shall be effective
unless made in writing.
E) Should any provisions, paragraphs, sentences, words or phrases contained in this A.gmment
be. detere *ied 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 h iami, such provisions,
pmgraMohs, sentences, words or phrases shall be deemed modified to the extent necessmy in
order to conform with such laws, or if not modifiable to conform with such laws, then saxne
shall be deemed several, and in either event, remaining terms and provisions of this
Agreement shall ,remm un nodified in full force and effect.
V1. OWNERSHIP OF IDOCUNENTS
All documents developed by CPA under this Agreement shall be delivered to CITY by
sari CPA upon completion of the services required pursuant to Section. H. hereof and shall
become the property of CITY, without. restriction or limitation ore its uWe, provided however,
CITY shall not reuse such documents for projects, sites or petuposes other than the Dbaner Ivey
Wal eraout Itedievelopmem PROJECT, without providing compensation to CPA in such amount
as the CPA and MY shall mutually agree. CPA. agrees that all documents maintained and
generated pursuant to this contractual relationship between CITY and CPA shall be subject to all
previsions, of the Public Nerds Law, Chapter 119, Florida Statutes. It is further understood by
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and between the parties that any information, writings, maps, contract documents, reports or any
other matter whatsoever which is given by CITY to CPA pursuant to this Agreement shall at all
tunes remtin the property of CITY and shall not be used by CPA for any other purpose
whaueever without the written consent of CITY.
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V1I. NONDELEGA ILM
Except as may be otherwise provided heroin, the obligations undertaken by CPA pursuant
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to this Agreement shall not be delegated or assigned to any other person or firm unless CITY
shall first convent in' writing to the performance or assignment of such service or any part theieof
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by another person or fim. .
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VM. AUDIT RIGHTS
C IT reserves the right to audit the records of CPA at any time dwiug the performance
of this Agreement and for a period of three years after .final payment is made under this
Agreement.
M AWA OF AGREENI EW
i CPA warrants that it has not employed or retained any person employed by CITY to
stolick or sere this Agreement and that it ,hzs not offered to pay, paid, or agreed to pay any
r-on employed by CITY any fee, commission, percentage, brokerage fee, or gift of .any ?rind"
IE cont ogent: upon or resulting from the award of this Agreement.
{ X CONSTRUCTION OF AE REEMNT
This Agreement shall be construed and enforced according to the laws of 'the State of
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C Florida and venue shall be in Bade County, Florida.
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Xl. SUCCESSORS AND ASSIGNS
This Agreement shell be binding upon the: parties herein, their heirs, executors, legal
representatives, suemssors, and assignns.
XII. INDEMMUCATION
CPA shall inde muf�r and save CITY, its officials, employees, agents, and authorial
representatives harmless fi^ara any and all claim, liabilities, lasses and causes of action including
reasonable attorney's fees gird court# costs, in contract or in tort, inlsrw or in equity, which may
rise in CPA's negligent performance of this Agrmment,, as determined puirsuant to a filmd non -
appealable order of a. court of competent jurisdiction, unless such negligent performance is
caused in whole or in part by an official, employee, agent or authorized represenialiWe of CITY.
CITY shall notify. CPA in writing immediately upon receiving notice of any matters for which
this indehanifzr action provision may be applicable.
XM. CONFLICT OF INTEREST
A) CPA. covenan4s that no pmwn under its employ who presently exercises any functions or
responsibilities in connection with this Agreement has any personal firianriai interest, dirm;t
or indirect, with CITY. CPA further covenants that, in the performance of this Agreement,
no person having such conflicting interest shall be employed. Any such interests on the part
of the CPA. or its employees, must be disclowd in waiting to the CITY.
B) Ci?A is aware of the conflict of interests laws of tl.e City of Ifiarni (City of. Miami Code
Chapter 2 Article V), Dade County, Florida (Dade County Code Section 2-11.1) and. the
State of Florida, and agr�,ms that it shall fully comply in all respects with the terms of said
laws.
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XIV. INDEPENDENT CONTRACTOR
CPA and its employees and agents shall be deemed to be independent contractors, and
not agents or employees of CITY, and shall not attain a iy righu, or benefits under Civil Service
or Pension Ordiftwces of the CITY, or any rights gently afforded classified or unclassified
employees; fuzaher its employees and agents shall not be deemed entitled to the Florida's
Worker's Campemdon as an employee of the CITY.
XV. TERMINATION OF CONTRACT
Both parties retain the right to terminate this Agreement at any time prior to the
completion of the services required pursuant to Section 11 hereof %ithout penalty to either. In
that event, notices of termination of this Agreement shall be in vuriting to the other given at least
ten (10) slays in advance of tertnins-Won. CPA shall be paid for the services performed prior to
the effective dates of termination. In no case, however, will CITY pay CPA an amount in excess
of the total sum provided by this Agreement.
It is hereby understood by and between CITY and CPA that payments made in
&-zordanee, with this section to CPA shall be made only if said CPA is not in default under the
terms of'diis Agreement. If CPA is in default, the CITY shall in no way be obligated and shall
w)t pay to CPA any sum whatsoever.
XVI. NONDISCRINMATION
The CPA agrees that there shall be no discrimination because of race, color, sex, religion,
age, crud, handicap, marital status or national origin, in connction with its pei-fornaanse under
this agreement.
Furthermore, that no otherwise qualified individual shall, solely by reason of his► er race,
sex, color, creed, age, religion, martial ,status, national origin, or handicap, be excluded from
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participation in, be denied of, or be subjected to discrimination under any program or activity
receiving federal financial assistance.
XV11. MINlnftl Y PROCUREMENT COMPLIANCE
CPA acknowledges that it has been furnished a copy of Ordinwce No. 10062 the
Minority Procurement Qr&nance of the City of Miami, and agrees to comply with all applicable
substantive and procodund provisions therein, including any amendments th to.
XVM. CONTINGENCY CLAUSE
Pnmdirig for, this Agrement is contingent on the availability of Funds and continued
i ohatian for program wtivities and is subject to amendment or tem9nation due to lack of
funds, or authorim6ya, reduction of funds and/or change in mgulationas.
I LK,. DEFAULT PROVISION
In dw- event that CPA shall fail to comply with each and eves twrmn and condition of this
Agr ement or ffaals to perform any of the tmns and condition contaLned heroin, then CITY, at its
sole option, upon written notice 'to CPA may cancel .and terminate this Agreement, and
payments, advancers, or other comp4nsation paid to CPA, by CITY while CPS. was in default of
the provisions herein cdnatzdned, shall be forthwith retaacned to CITY.
30L ENTIRE AGREEMENT
This iimstrument and its attac hnmeats constitute the sole and only Agreement of the parties
hereto r,olating to said grant and corwdy w-t_s forth the rights, duties, and obligations of each to
theother as of its date. Any prior agreements, promises negotiations, or n presentatives dot
essly .set forth in this Agreementare of no force or effect.
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XXI. SUBCONSULTAll TS
The CPA shall be responsible for all the work of his organization, and that of its
subconsultants. Nothing contained in this ag ment slxall create any contractual relationship
between, any subronsultants working for the CPA and the CITY. it shall be undo stood that the
CPA is in no way relieved of any responsibility under the tenns of this Agreement by virtue of
any other profewioral who may associate with it in performing WORK.
XXH. AMEP+tDIVIENTS
No amendments to this agreement shall be binding on either party unless in writing and
signed by both patties.
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CITY OF iMIAMI, FLORIDA
mrm
INTER -OFFICE MEMORANDUM 4%0
TO Honorable Mayer and Members
of the City Commission
FROM :
City
RECOMMENDATION:
DATc' : /�! �r 2 �(`^T FILE
SUBJECT Resolution to Amend Selection
of CPA, Firm to Evaluate Dinner
Key Waterfront UDP Proposals
RFFSrRktVCE3 : For Commission Meeting of
ENCLOSURES: September 12, 1996
Resolution; Agreement
It is respectfully recommended that the City Commission adopt the attached Resolution,
amending Resolution No. 96-5-10 adopted by the City Commission on July 11, 1996,
seletting Sharpton, Brunson & Co., P.A. to analyze proposals received in response to the
Dinner Key Waterfront RFP and authorizing the City Manager to execute the Agreement
in subs*.antially the farm attached, for professional certified public accounting services
associated with said A#ment in the arnount of $9,000 for evaluation of the x><rst
proposal submission and $4,500 for each proposal evaluation thereafter, picas expenses
not to exceed 10% of the contract amotnnt, to be paid from the Department of Community
Planning and Revitalization Operating Budget, Account No. 561301-280.
AACKGR.OLEND;
The Department of Commiunty Planning and Revitalization recommends that the City
Commission adopt the attached Resolution in Girder to implement the UDP process for the
development of the Dinner Key Waterfront property.
On July 11, 1996 by Resolution No. 96-510, the City of Miami Commission selected a
certified public accounting fwn to evaluate proposal: to be received in connection with
thla Request for Noposals, issued on May 31, 1996, for the Dinner Key Waterfront
Redevelopment Project. This Resolution further audiorized the City Manager to
negotiate and executes an agreement in a farm acceptable to the City Attorney, with the
top ranked accounting firm for the evaluation Hof said proposals. The due date of proposal
submissions was August 30, 1996.
�f The City Manager entered into diligent negotiations with the firm of Coopers and
Lybrand, I.,LP and was unable to reach a satisfactory a&-eement on the amount of
compensation for the evaluation of proposal submissions.
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Honorable Mayor and Members
of the City Commission
Page Two
It is respectfully recommended that the f mi of Shzupton, Brunson & Co., P.A. now be
veiected to perform the required professional services and that the City Manager be
authorized to execrate the attached Agreement for services in the amount of $9,OW. for
mraluation of the first proposal submission and $4,500 for each additional proposal
evaluation thereafter, plus expenses riot to exceed, 101/o of the contract amown, to bepaid
from DepaartYnent of Conununity Planning and h'e%italiaation, Operating Budget, Account
No. 561301-280.
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