HomeMy WebLinkAboutR-94-04025
J-94-464
5/31/94
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RESOLUTION NO.
A RESOLUTION, WITH ATTACHMENT(S), AUTHORIZING
THE CITY MANAGER TO ENTER INTO A PROFESSIONAL
SERVICES AGREEMENT ("PSA"), IN SUBSTANTIALLY
THE ATTACHED FORM, WITH ARTHUR ANDERSEN &
CO., CERTIFIED PUBLIC ACCOUNTANTS, WITH THE
PARTICIPATION OF THE MINORITY -OWNED
ACCOUNTING FIRM OF WATSON & CO., TO ANALYZE
THE FINANCIAL VIABILITY OF PROPOSALS
SUBMITTED IN RESPONSE TO THE REQUEST FOR
PROPOSALS FOR THE VIRGINIA KEY BOATYARD
UNIFIED DEVELOPMENT PROJECT ISSUED ON
FEBRUARY 4, 1994; AUTHORIZING COMPENSATION
FROM FUNDS AVAILABLE IN THE FISCAL YEAR 1994
PROFESSIONAL SERVICES ACCOUNT OF THE
DEPARTMENT OF DEVELOPMENT AND HOUSING
CONSERVATION, TO BE REIMBURSED TO THE CITY BY
THE SUCCESSFUL PROPOSER UPON EXECUTION OF A
NEGOTIATED DEVELOPMENT AGREEMENT, FOR
SERVICES NOT TO EXCEED AN AMOUNT OF $25,000
FOR ANALYSIS OF ONE PROPOSAL, $6,250 FOR EACH
ADDITIONAL PROPOSAL, AND OUT-OF-POCKET
EXPENSES NOT TO EXCEED AN AMOUNT OF $3,000,
FOR THE PERIOD COMMENCING UPON EXECUTION OF
THE PSA AND ENDING UPON COMPLETION OF
PROFESSIONAL SERVICES.
WHEREAS, on November 23, 1993, by Resolution No. 93-749, the
City Commission determined that the development of approximately
4.3 acres of City owned waterfront property, located at 3501
Rickenbacker Causeway, Miami, Florida, would best be accomplished
by using the UDP process for a boatyard facility, marina, and
optional ancillary marine related retail use; and
Cr Pr F `.r 7
CITY CCMMS31011
MEETING OF
J U N 9 9 1994
Resolution No.
94- 402
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.
WHEREAS, on January 27, 1994, the City Commission adopted
Resolution No. 94-96, approving the issuance of a Request for
Proposals document for the development of the property; and
WHEREAS, by Resolution No. 94-46, the City Commission
further selected the certified public accounting firm of Arthur
Andersen & Co., with minority owned firm participation of Watson
and Company to analyze proposal submissions; and
WHEREAS, the proposal submission deadline for the Request
for Proposals document is June 6, 1994; and
WHEREAS, it is not necessary to enter into a professional
services agreement with Arthur Andersen & Co., with participation
of Watson and Company, to analyze the financial viability of
proposals that are due on June 6, 1994, in an amount not to
exceed $25,000 for analysis of one proposal, $6,250 for each
additional proposal, and out-of-pocket expenses in an amount not
to exceed $3,000; and
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WHEREAS, the scope of services includes an evaluation of the
financial viability of the development team, the proposed
financing strategies, and an assessment of the short and long
range economic and fiscal return to the City; and
WHEREAS, compensation for such services plus out-of-pocket
expenses is available in the Professional Services Account of the
Department of Development & Housing Conservation, FY 1994 Budget;
and
WHEREAS, all monies expended for certified public accounting
professional services shall be reimbursed to the City by the
successful proposer upon execution of a negotiated development
agreement; � _ 4
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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 City Commission hereby authorizes the
City Manager to enter into a Professional Services Agreement
(PSA), in substantially the attached form, with Arthur Andersen &
Co., certified public accountants, with the participation of
minority -owned accounting firm of Watson and Company, to analyze
proposals submitted in response to the Request for Proposals for
the Unified Development of the Virginia Key Boatyard project
whereby the firm will analyze the financial viability of the
proposed development team and finanoing strategies, assess the
short and long range economic and fiscal return to the City, and
render a written report of its findings to the City Manager for
consideration.
Section 3. Compensation for the above services is hereby
allocated and authorized to be paid from funds available in the
FY 1994 Professional Services Account of the Department of
Development & Housing Conservation, to be reimbursed to the City
by the proposer upon execution of a negotiated development
agreement, in an amount not to exceed $25,000 for analysis of one
proposal, $6,250 for each additional proposal, and out-of-pocket
expenses not to exceed $3,000, for the period commencing upon
execution of the PSA and ending upon completion of said
professional services. 4 a 402
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Seotion 4. This Resolution shall beoome effeotive
immediately upon its adoption.
PASSED AND ADOPTED this 9th day of June 1994.
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S PHEN P. CL RK, MAYOR
ATTZqT
MATTY HTRAI
CITY CLERK
REVIEWED AS TO ACCOUNTING AND
TREASURY REQUIREMENTS:
CA . GARCIA, DIRECTOR
FINANQ9 DEPARTMENT
PREPARED AND APPROVED BY:
LINDA K. KEAR
ASSISTANT CITY AT ORNEY
LKK:csk:M4365
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BUDGETARY REVIEW:
An
MANOHAR NA, DIRECTOR
DEPARTME BUDGET
APPROVED AS TO FORM AND
CORRECTNESS:
A. QTdtHil 0 ES, TIT
CITY ATT EY
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This Agreement is entered into this day of , 1994 by and between the
City of Miami, a municipal corporation of the State of Florida, hereinafter referred to as "CITY'
and Arthur Andersen & Co., Certified Public Accountants, hereinafter referred to as
"CONSULTANT".
WHEREAS, the City of Miami Commission on January 27, 1994, adopted Resolution No
94-46 authorizing, the City Manager to issue a Request for Proposals (RFP) for a Unified
Development Project (UDP) for the development of a full -service boatyard facility, and optional
ancillary marine -related retail use on approximately 5.7 acres of City -owned, waterfront property
located at 3501 Rickenbacker Causeway, Miami, Florida, and;
WHEREAS, Section 29-A(c) of the City of Miami Charter requires the City Commission to
select a certified public accounting firm to analyze proposals to be submitted in response to the
Request for Proposals based upon certain specific evaluation criteria defined in the Request for
Proposals and to render a written report of its findings to the City Manager; and
WHEREAS, the City of Miami Commission by Resolution No. 94-46 selected the certified
public accounting firm of Arthur Andersen & Co., in association with minority owned firm
participation of Watson and Company, hereinafter referred to as "SUBCONSULTANT," for the
purpose of analyzing the proposals that are due at June 6, 1994 proposal submission deadline,
for said Unified Development Project; and
WHEREAS, CITY desires CONSULTANT to conduct an independent analysis and
assessment of the proposal with specific attention paid to the financial and economic aspects of
the proposal; and
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WHEREAS, CONSULTANT shall be paid on a hourly rate payment schedule, based on a
projected staff schedule and rate structure with a maximum limit not to exceed $25,000 for
analysis of one proposal, $6,250 for each additional proposal, and out-of-pocket expenses to be
billed to CITY at cost with a maximum limit of $3,000 with the firm submitting an invoice, subject
to the prior approval of the Director of the City of Miami Department of Development & Housing
Conservation and providing a monthly accounting specifying the nature, extent, and purpose of
each expenditure;
NOW, THEREFORE, in consideration of the mutual covenants and obligations herein
contained, and subject to the terms and conditions hereinafter stated, the parties hereto stipulate,
understand and agree as follows:
The term of this Agreement shall commence upon execution of same, and shall terminate
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upon completion of CONSULTANT'S responsibilities as outlined below in Section II, entitled
"SCOPE OF SERVICES."
Pursuant to the dictates of Section 29-A(c) of the City of Miami Charter, this Agreement
and the Request for Proposals for the Virginia Key Boatyard Unified Development Project, under
the general direction of the Director of the Department of Development & Housing Conservation,
CONSULTANT'S responsibilities are as follows:
♦ CONSULTANT shall review the Request for Proposals (RFP) and identify the issues required
to be addressed by the respondent.
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♦ CONSULTANT shall specifically review the responsive proposer's package to evaluate the
following criteria:
1. Prior experience and overall capability of the development team. In this, CONSULTANT, will
summarize the key aspects of the proposer's and development team's experience which are
most relevant to the Unified Development Project;
2. Organizational structure, financial capability, and proposed financing strategies presented by
the development team. CONSULTANT will describe the organizational structure of the
proposer and identify the partners and pertinent affiliates. CONSULTANT will also comment
on the pertinent financial data to the extent it is included in the package and whether it was
compiled by a certified public accountant. Finally, CONSULTANT will outline the proposed
financing strategy and provide a summary of evaluation of the strength of the team and
reasonableness of the program presented;
3. Economic viability of the project and evaluation of market and cash flow analysis, prepared by
the proposer. For this element of the review, CONSULTANT will review the material provided
in the proposer's market study and critical assessment of the market data and underlying
assumptions. Since current market trends will provide the basis for all assumptions and
future estimates of performance, CONSULTANT will conduct market area research, to the
extent that is required, to evaluate the information provided. Once this is complete, an
evaluation of the estimates of future cash flow from project operations will also be prepared;
4. Economic return to the City. CONSULTANT will analyze the economic return to the City, to
be measured in terms of lease payments, property taxes (if applicable) and any other
financial returns, deemed appropriate. This analysis will be based on the proposer's lease
agreement and the estimates of construction costs and future performance, whichever is
appropriate.
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♦ CONSULTANT shall provide a preliminary financial analysis of the proposal and submitted
supplemental materials to the Review Committee.
♦ CONSULTANT shall attend all of the oral presentations of the proposer, as may be
scheduled by the Review Committee.
♦ CONSULTANT shall prepare an independent report to be submitted to the City Manager to
include without limitation, an analysis of the data and information submitted by the proposer,
based upon the criteria specified in the Request for Proposals. Specifically, CONSULTANT
shall evaluate the following criteria:
(1) Experience of the proposing entity
(2) Capability of the development team
(3) Financial capability of the proposing entity
(4) Financial return to the CITY
♦ CONSULTANT shall attend meetings with the City Manager or his designee to review the
findings.
♦ CONSULTANT shall attend meetings with the City Commission regarding the selection of the
proposer.
III, COMPENSATION
A. The CITY shall pay the CONSULTANT, as maximum compensation for the services
1 performed, a fee not to exceed $25,000 for evaluation and analysis of one proposal, $6,250 for
each additional proposal, and out-of-pocket expenses not to exceed $3,000. CONSULTANT and
SUBCONSULTANT shall split the fees paid according to the following percentages:
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94- 402
Arthur Andersen & Co. 75.0%
Watson and Company 25.0%
Total 100.0%
B. Out-of-pocket expenses will be billed to CITY at cost, with a maximum limit of $3,000.
Reimbursement shall be limited to amounts which are substantiated by receipts, allowable under
Section 112.061, Florida Statutes (1987), and subject to the approval of the Director of the City of
Miami Department of Development & Housing Conservation.
IV COMPLIANCE WITH FEDERAL STATE AND LOCAL LAWS
Both parties shall comply with all applicable laws, ordinances and codes of federal, state
and local governments.
V. GENERAL CONDITIONS
A. All notices or other communications which shall or may be given pursuant to this
Agreement shall be in writing and shall be delivered by personal service, or by registered mail
addressed 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 on which personally served; or,
if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier.
CITY OF MIAMI
Department of Development &
Housing Conservation
300 Biscayne Boulevard Way
Suite 400
Miami, Florida 33131
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CONSULTANT
Arthur Andersen & Co.
One Biscayne Tower
Suite 2100
Miami, Florida 33131
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B. Title and paragraph headings are for convenient reference and are not a part of this
Agreement.
C. in the event of conflict between the terms of this Agreement and any terms or conditions
contained in any attached documents, the terms in this Agreement shall rule.
D. No waiver or breach of any provision of this Agreement shall constitute a waiver of any
subsequent breach of the same or any provision hereof, and no waiver shall be effective unless
made in writing.
E. Should any provisions, paragraphs, sentences, words or phrases contained in this
Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise
unenforceable under the laws of the United States, State of Florida, County of Dade, or the City
of Miami, such provisions, paragraphs, sentences, words or phrases shall be deemed modified to
the extent necessary in order to conform with such laws, or if not modifiable to conform with such
laws, 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.
•t■'Lei 9 Upi-01411 ►
All documents developed by CONSULTANT under this Agreement shall be delivered to
CITY by CONSULTANT upon completion of the services required pursuant to Section II hereof
and shall become the property of CITY, without restriction or limitation on their use.
CONSULTANT agrees that any and all documents maintained and generated pursuant to this
contractual relationship between CITY and CONSULTANT shall be subject to all provisions of the
Public Records Law, Chapter 119, Florida Statutes (1987).
It is further understood by and between the parties that any documents which are given
by CITY to CONSULTANT pursuant to this Agreement shall at all times remain the property of
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the CITY and shall not be used by CONSULTANT for any other purpose whatsoever without the
written consent of CITY.
The obligations undertaken by CONSULTANT pursuant to this Agreement shall not be
delegated or assigned to any other person (other than the specified minority SUBCONSULTANT
identified in this Agreement) or firm unless CITY shall first consent in writing to the performance
or assignment of such services or any part thereof by another person or firm.
Notwithstanding the provisions of Section VII, the obligations undertaken by
CONSULTANT shall include the employment of the following minority -owned certified public
accounting firm as SUBCONSULTANT:
Watson and Company
Nothing contained herein shall be deemed to create a contractual relationship between
CITY and the above -named SUBCONSULTANT. Any SUBCONSULTANT of CONSULTANT
shall be the sole responsibility of CONSULTANT.
CITY reserves the right to audit the records of CONSULTANT pertaining to any billings to
CITY for time or expenses at any time during the performance of this Agreement and for a period
of one year after final payment is made under this Agreement.
402
tom.
CONSULTANT warrants that it has not employed or retained any person employed by
CITY to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay
any person employed by CITY any fee, commission percentage, brokerage fee, or gift of any
kind contingent upon or resulting from the award of this Agreement.
Florida.
.AwlioJIM011"Vel Mall
This Agreement shall be construed and enforced according to the laws of the State of
This Agreement shall be binding upon the parties herein, their heirs, executors, legal
representatives, successors, and authorized assigns.
CONSULTANT shall indemnify and save CITY and its officials harmless from and against
any and all claims, liabilities, losses, and causes of action, which may arise out of
CONSULTANT's performance under the provisions of this Agreement, including all acts or
omissions to act on the part of CONSULTANT, including any person performing under this
Agreement for or on CONSULTANT's behalf, provided that any such claims, liabilities, losses and
causes of such action are attributable to the fault of CONSULTANT, and, from and against any
orders, Judgments or decrees which may be entered and which may result from CONSULTANT's
performance under this Agreement, and from and against all costs, attorneys' fees, expenses
and liabilities incurred in the defense of any such claim, or the investigation thereof. If CITY
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chooses to defend any action on behalf of itself, it shall bear its own costs of defense, and if the
provisions of this indemnity provision are applicable, CONSULTANT shall indemnity CITY
accordingly. In any event, CITY shall promptly notify CONSULTANT as soon as it has notice of
any matter for which this indemnity provision may be applicable.
CONSULTANT covenants that no person under its employ who presently exercises any
functions or responsibilities in connection with this Agreement has any personal financial interest,
direct or indirect, in the work product of this Agreement.
CONSULTANT 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
CONSULTANT or its employees must be disclosed in writing to CITY. CONSULTANT, in the
performance of this Agreement, shall be subject to the more restrictive law and/or guidelines
regarding conflict of interest promulgated by federal, state or local government.
CONSULTANT is aware of the conflict of interest laws of the City of Miami (City of Miami
Code Chapter 2, Article V), Dade County Florida (Dade County Code Section 2-11.1) and the
State of Florida, and agrees that it will fully comply in all respects with the terms of said laws.
CONSULTANT and its employees, SUBCONSULTANT, and agents shall be deemed to
be independent contractors, and not agents or employees of the CITY, and shall not attain any
rights or benefits under the Civil Service or Pension Ordinances of CITY, or any rights generally
afforded classified or unclassified employees; furthermore, its agents or employees shall not be
deemed entitled to the Florida Workers' Compensation benefits as an employee of CITY.
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CITY retains the right to terminate this Agreement at any time prior to the completion of
the services required pursuant to Section I1 hereof without penalty to CITY. In that event, notice
of termination of this Agreement shall be in writing to CONSULTANT who shall be paid for those
services performed prior to the date of its receipt of the notice of termination. In no case,
however, will CITY pay CONSULTANT an amount in excess of the total sum provided by this
Agreement.
It is hereby understood by and between CITY and CONSULTANT that any payment
made in accordance with this Section to CONSULTANT shall be made only if said
CONSULTANT is not in default under the terms of this Agreement. If CONSULTANT is in
default, CITY shall in no way be obligated and shall not pay to the CONSULTANT any further
sum whatsoever and shall, upon request, be reimbursed for any past payments.
It is further understood that should CONSULTANT fail to perform any of the services
under this Agreement, CITY agrees that CONSULTANT's entire liability and CITY's sole and
exclusive remedy for claims in connection with or arising out of this Agreement, for any cause
whatsoever, and regardless of the form of action, shall be CITY's fees under this Agreement,
which fees were received by CONSULTANT.
Lei :u►� ��
CONSULTANT agrees that it shall not discriminate as to race, sex, color, creed, age,
national origin, or handicap, in connection with its performance under this Agreement.
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CONSULTANT acknowledges that it has been furnished a copy of Ordinance No. 10062,
the Minority and Women Business Affairs and Procurement Ordinance of the City of Miami, and
agrees to comply with all applicable substantive and procedural provisions therein, including any
amendments thereto.
Funding for this Agreement is contingent on the availability of funds and is subject to
amendment or termination due to lack of funds, or authorization, reduction of funds, and/or
change in regulations.
In the event that CONSULTANT shall fail to comply with each and every term and
condition of this Agreement or fails to perform any of the terms and conditions contained herein,
then CITY, at its sole option and upon written notice to CONSULTANT, may cancel and
terminate this Agreement, an all payments, advances, or other compensation paid to
CONSULTANT by CITY while CONSULTANT was in default of the provisions herein contained,
shall be forthwith returned to CITY provided CONSULTANT was given written notice of such
default and the opportunity to cure the same, but failed to do so.
This instrument and its attachments constitute the sole and only Agreement of the parties
hereto relating to said services and correctly set for the rights, duties, and obligations of each to
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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.
XXII. AMENDMENTS
No amendments to this Agreement shall be binding on either party unless in writing and
signed by both parties.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed
by the respective officials thereunto duly authorized, this day and year first above written.
CITY OF MIAMI, a Municipal
Corporation of the State of Florida:
ATTEST:
MATTY HIRAI
CITY CLERK
WITNESS:
WITNESS:
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By: CESAR H. ODIO
CITY MANAGER
CONSULTANT:
Arthur Andersen & Co.
PARTNER AUTHORIZED TO
EXECUTE INSTRUMENTS ON
BEHALF OF THE FIRM
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APPROVED AS TO INSURANCE
REQUIREMENTS:
APPROVED AS TO LEGAL FORM
AND CORRECTNESS:
INSURANCE MANAGER A. QUINN JONES, III
CITY ATTORNEY
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TO : Honorable Mayor and Members
of the City Commission
FROM
Cesar H
City 6 ' er
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
DATE : MAY 31 1994
Sua,ECT . Resolution Authorizing
Professional Accounting
Services for the Virginia
Key Boatyard
REFERENCES:
City Commission
ENCLOSURES Meeting of 6/9/94
FILE :
It is respectfully recommended that the City Commission adopt the attached Resolution,
authorizing the City Manager to enter into a Professional Services Agreement, in substantially the
form attached, with the certified accounting firm of Arthur Andersen & Co, with the participation of
minority -owned firm of Watson and Company, to analyze the financial viability of proposals
submitted for the Virginia Key Boatyard Unified Development (UDP) Project, in an amount not to
exceed $25,000 for analysis of one proposal, $6,250 for each additional proposal, and out-of-
pocket expenses not to exceed $3,000; further authorizing compensation from funds available in
the professional services account of the Department of Development & Housing Conservation FY
1994 Budget, to be reimbursed to the City by the successful proposer.
I3�1c •
The Department of Development & Housing Conservation recommends the approval of attached
Resolution, authorizing the City Manager to enter into a professional services agreement with
Arthur Andersen & Co.
On January 27, 1994, the City Commission adopted Resolution No. 94-46 authorizing the
issuance of a Request for Proposals (RFP) document for the redevelopment of the Virginia Key
Boatyard property, located at 3501 Rickenbacker Causeway, Miami, Florida. By Resolution No.
94-46, the City Commission also approved the selection of the accounting firm of Arthur
Andersen & Co. to conduct financial analysis of the proposals.
Section 29-A(c) of the City Charter requires analysis of proposals by a certified public accounting
firm. The scope of services to be performed by the accounting firm include an analysis of the
financial viability of the development team, the proposed financing strategies, and an assessment
of the short and long range economic returns to the City.
Funding for such services is available from the professional services account of the Department
of Development & Housing Conservation FY 1993 Budget, in an amount not to exceed $25,000
for analysis of one proposal, $6,250 for each additional proposal, and out-of-pocket expenses in
an amount not to exceed $3,000. The successful proposer, upon execution of a negotiated lease
agreement with the City, shall be required to reimburse the City the full cost of professional
accounting services, as stated in the Request for Proposals document.
Attachments:
Proposed Resolution
Professional Services Agreement
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